USEC INC, S-1/A, 1998-12-18

USEC INC
S-1/A, 1998-12-18
MINING & QUARRYING OF NONMETALLIC MINERALS (NO FUELS)

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 18, 1998.

REGISTRATION NO. 333-67117

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

AMENDMENT NO. 1

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------

USEC INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S> <C> <C>
DELAWARE 2819 52-2107911
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
</TABLE>

HENRY Z SHELTON, JR.
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
2 DEMOCRACY CENTER
6903 ROCKLEDGE DRIVE
BETHESDA, MD 20817
(301) 564-3200
(NAME, ADDRESS, INCLUDING ZIP CODE,
AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------
Copies to:

<TABLE>
<S> <C>
STEPHEN W. HAMILTON, ESQ. JEFFREY SMALL, ESQ.
PANKAJ K. SINHA, ESQ. DAVIS POLK & WARDWELL
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 450 LEXINGTON AVENUE
1440 NEW YORK AVENUE, N.W. NEW YORK, NEW YORK 10017
WASHINGTON, D.C. 20005
</TABLE>

------------------------
APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC:
As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended, check the following box. [ ]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration number of the earlier effective
registration statement for the same offering. [ ]
- ---------------

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
- ---------------

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
- ---------------

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES
IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

SUBJECT TO COMPLETION

PRELIMINARY PROSPECTUS DATED , 1998

PROSPECTUS

$
USEC INC.

% SENIOR NOTES DUE [ ]

----------------------

TERMS OF SENIOR NOTES

- - MATURITY. [ ], 200[ ].

- - REDEMPTION. We may redeem all or a portion of the senior notes at our option
and at any time at a redemption price equal to:

- the principal amount of the senior notes being redeemed plus any accrued
interest up to but not including the redemption date; and

- a make-whole premium, if any.

- - INTEREST. Fixed annual rate of % paid per annum. Paid every six months
on [ ] and [ ], beginning in 1999.

- - SECURITY. The senior notes will be unsecured.

- - RANKING. The senior notes will rank equally with all other unsecured senior
indebtedness. We will have $ million of indebtedness that ranks
equally with the senior notes after we apply the proceeds of this sale as we
describe under "Use of Proceeds".

- - DENOMINATIONS. $1,000 and larger denominations in $1,000 multiples.

- - ADDITIONAL INDEBTEDNESS. We or our subsidiaries may issue an unlimited amount
of additional indebtedness under the indenture.

- - BOOK-ENTRY FORM. We expect that the senior notes will be ready for delivery,
in book-entry form only, through The Depository Trust Company, on or about
January , 1998.

CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE 8 IN THIS PROSPECTUS.

<TABLE>
<CAPTION>
PER SENIOR NOTE TOTAL
---------------------- ----------------------
<S> <C> <C>
Public Offering Price.................. $ $
Underwriting Discount.................. $ $
Proceeds, before expenses, to USEC
Inc................................. $ $
</TABLE>

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SENIOR NOTES OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

We are a public company. Our common stock is traded on the New York Stock
Exchange under the symbol "USU."

----------------------
MERRILL LYNCH & CO. J.P. MORGAN & CO.
[CO-MANAGER]
[CO-MANAGER]
----------------------
Prospectus dated , 1998
<PAGE> 3

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PROSPECTUS SUMMARY................................... 3
RISK FACTORS......................................... 9
RATIO OF EARNINGS TO FIXED CHARGES................... 14
USE OF PROCEEDS...................................... 14
CAPITALIZATION....................................... 14
SELECTED FINANCIAL DATA.............................. 15
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS................ 17
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK .............................................. 34
INDUSTRY OVERVIEW.................................... 35
BUSINESS............................................. 38
MANAGEMENT........................................... 67
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT......................................... 72
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS....... 72
DESCRIPTION OF THE NOTES............................. 73
UNDERWRITING......................................... 85
LEGAL MATTERS........................................ 86
EXPERTS.............................................. 86
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS........... F-1
</TABLE>

2
<PAGE> 4

PROSPECTUS SUMMARY. Because this is a summary, it does not contain all the
information that may be important to you. You should read this entire document
before making a decision. All references in this prospectus to "fiscal" or
"fiscal year" refer to USEC's fiscal year ended on June 30, unless the context
otherwise requires. All references to "USEC" mean USEC Inc., a Delaware
corporation, and its consolidated subsidiaries, unless the context otherwise
requires.

OVERVIEW OF USEC

USEC is a global energy company and a world leader in the production and
sale of enriched uranium for use in nuclear power plants. We supply enriched
uranium to approximately 60 customers for use in about 170 nuclear reactors
located in 14 countries. Our market share is approximately 75% of the North
American uranium enrichment market and approximately 40% of the world market.

We enrich uranium using a gaseous diffusion process at two plants located in
Paducah, Kentucky and near Portsmouth, Ohio. These plants are among the largest
industrial facilities in the world.

Until recently, the U.S. Government owned all of the stock of our
predecessor company, a federally-chartered entity. On July 28, 1998 the U.S.
Government privatized USEC through an initial public offering of common stock
(the "Privatization"). As a result of the Privatization, the U.S. Government no
longer holds any equity interest in USEC.

Our fiscal 1998 revenue was $1.4 billion and our pre-tax income, before
special charges of $46.6 million, was $192.9 million. Our pro forma net income,
before special charges, for fiscal 1998 was $97.3 million. The pro forma
adjustments primarily reflect a provision for federal, state and local income
taxes and interest expense. At September 30, 1998, we had contracts with
utilities to provide uranium enrichment services aggregating $3.6 billion
through fiscal 2001 and $7.0 billion through fiscal 2009 based largely on our
customers' estimates of their future requirements for enriched uranium.

URANIUM ENRICHMENT

Uranium enrichment is a critical step in transforming natural uranium into
nuclear fuel to produce electricity. Uranium is a naturally occurring element
containing uranium-235 and uranium-238 isotopes. The level of uranium-235 in
natural uranium is only about 0.7 percent; however, nuclear reactors need
uranium with a 4 to 5 percent concentration of uranium-235 to produce
electricity. Uranium enrichment is the process by which USEC increases the
concentration of the uranium-235 isotope.

We calculate the amount of enriched uranium that we produce by a measure
that the industry calls a separative work unit. A separative work unit
represents the level of effort required to increase the concentration of
uranium-235 in natural uranium. Accordingly, higher concentrations of
uranium-235 require more separative work units. The prices that we charge
nuclear utilities for enrichment services are based on the amount of separative
work units we provide.

USEC'S STRATEGY

Our goal is to continue to be the world's leading supplier of uranium fuel
enrichment services and to diversify over time into related strategic businesses
that will contribute to our growth and profitability. To achieve this goal, we
intend to focus on the following strategies, which are discussed more fully in
the "Business" section:

- We plan to aggressively pursue opportunities to increase sales to existing
customers and to add new customers.

- We plan to improve operating efficiencies and productivity through a
rigorous cost management program.

- We plan to commercialize the next generation of uranium enrichment
technology -- Atomic Vapor Laser Isotope Separation, or "AVLIS."

3
<PAGE> 5

COMPETITIVE FACTORS

Although we operate in a highly competitive environment, we believe that we
will be able to compete effectively and continue as the world leader in the
uranium enrichment market because of the following factors, which we discuss in
more detail in the "Business" section:

- We enjoy a strong financial position and a significant backlog of services
for which our customers have contracted.

- We benefit from favorable long-term arrangements with the U.S. Government,
implemented in connection with our Privatization, for our plants, our
electric power, and with respect to our environmental and other
liabilities.

- We have the exclusive commercial rights to the AVLIS technology developed
by the U.S. Government.

- We can supplement our uranium enrichment revenue through sales from our
inventory of natural uranium.

- As the executive agent for the United States under an agreement between
the United States and the Russian Federation, we purchase the separative
work unit component of low enriched uranium derived from highly enriched
uranium recovered from dismantled nuclear weapons. This arrangement
enables USEC to integrate this additional supply of uranium enrichment
services into the market on an orderly basis.

THE URANIUM ENRICHMENT MARKET

The demand for uranium enrichment services depends on the number of nuclear
reactors using enriched uranium fuel and their fuel requirements. We anticipate
the world demand for enrichment services to be relatively stable or increase
slightly over the next 10 to 15 years. We believe that the nuclear power market
in the U.S. and Western Europe may decline slightly over the next 10 to 15
years, but the Asian market may increase during the same period. We also
anticipate that increases in demand from new reactors expected to come on-line,
as well as increased operations at existing reactors, will offset decreases in
demand from reactors that cease operations during this period. Globally, uranium
enrichment is provided by four major suppliers, including USEC.

4
<PAGE> 6

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, proxy statements, and other
information with the Securities and Exchange Commission ("SEC"). You may read
and copy these reports at the SEC's public reference rooms in Washington, D.C.,
New York, New York and Chicago, Illinois. You can request copies of these
documents, upon payment of a duplication fee, by writing to the SEC's Reference
Section. Please call the SEC at 1-800-SEC-0330 for further information on the
operation of the public reference rooms. Our filings with the SEC are also
available to the public on the SEC's Internet site (http://www.sec.gov).

You should rely only on the information contained in this Prospectus or any
supplement. We have not authorized anyone else to provide you with any
information that is different.

This Prospectus is not an offer to sell nor is it seeking an offer to buy
these securities in any state or jurisdiction where the offer or sale is not
permitted. Furthermore, you should not assume that the information in this
Prospectus or any supplement is accurate as of any date other than the date on
the front of those documents.

REPORTS TO SECURITY HOLDERS

You may request a copy of our Annual Report on Form 10-K for the fiscal year
ended June 30, 1998, at no cost, by writing or telephoning us at the following
address:

USEC Inc.

2 Democracy Center

6903 Rockledge Drive

Bethesda, Maryland 20817

(301) 564-3200

Attention: Corporate Communications

5
<PAGE> 7

THE OFFERING

Securities Offered.......... $ aggregate principal amount of %
senior notes due 200[ ].

Maturity Date............... , .

Interest Payment Date....... Each and , commencing on ,
1999.

Optional Redemption......... We may redeem all or a portion of the senior
notes at our option and at any time at a
redemption price equal to the sum of (1) the
principal amount of the senior notes being
redeemed plus any accrued interest thereon up to
but not including the redemption date and (2) a
make-whole premium, if any, which is explained in
the section "Description of the Notes" under the
heading "Optional Redemption."

Ranking..................... The senior notes will be general unsecured
obligations of USEC. The senior notes will rank
equally with all existing and future unsecured,
senior indebtedness of USEC and will rank senior
to any future subordinated indebtedness of USEC.
In addition, the senior notes will have the
effect of being subordinated to all existing and
future third-party indebtedness and other
liabilities of our subsidiaries (including trade
payables). After USEC sells the senior notes and
applies the proceeds from the sale as described
in the "Use of Proceeds" section, USEC will have
$ million of indebtedness ranking equally
with the senior notes. We or our subsidiaries may
issue an unlimited amount of additional
indebtedness under the indenture.

Ratings..................... The senior notes will be rated " " by Moody's
Investors Service, Inc. and "BBB+" by Standard &
Poor's Ratings Services. A security rating is not
a recommendation to buy, sell or hold securities
and may be subject to revision or withdrawal at
any time by the assigning rating organization.

Covenants................... We will be limited in our ability to create liens
securing indebtedness, to enter into sale and
leaseback transactions and to consolidate, merge
or sell all or substantially all of our assets.

Use of Proceeds............. We will use the net proceeds to repay a portion
of our bank debt and reduce our available
borrowings.

6
<PAGE> 8

SUMMARY FINANCIAL AND OPERATING INFORMATION

The following is a summary of financial data for the fiscal years ended June
30, 1994, 1995, 1996, 1997 and 1998 and the three months ended September 30,
1997 and 1998. The pro forma statement of income for fiscal 1998 gives effect to
USEC's initial public offering (the "IPO"), pro forma interest expense of $36.0
million on borrowings of $550.0 million incurred at the time of the IPO, and a
pro forma provision for income taxes of $41.9 million to give effect to USEC's
transition to taxable status, as if such events had occurred at the beginning of
fiscal 1998.

You should read this information in conjunction with the audited
consolidated financial statements and related notes, and "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
appearing elsewhere in this Prospectus.

<TABLE>
<CAPTION>
THREE MONTHS
ENDED
YEARS ENDED JUNE 30, SEPTEMBER 30,
---------------------------------------------------------------- ---------------
1994 1995 1996 1997 1998 1998 1997 1998
-------- -------- -------- -------- -------- --------- ------ ------
(MILLIONS, EXCEPT PER SHARE DATA) PRO FORMA (UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF INCOME DATA
Revenue
Domestic................. $ 831.8 $1,001.9 $ 901.6 $ 950.8 $ 896.2 $ 896.2 $319.7 $176.9
Asia..................... 489.0 485.5 441.3 487.5 442.8 442.8 83.2 79.9
Europe and other......... 82.5 123.3 69.9 139.5 82.2 82.2 37.5 51.1
-------- -------- -------- -------- -------- -------- ------ ------
1,403.3 1,610.7 1,412.8 1,577.8 1,421.2 1,421.2 440.4 307.9
Cost of sales.............. 983.3 1,088.1 973.0 1,162.3 1,062.1 1,062.1 342.1 248.6
-------- -------- -------- -------- -------- -------- ------ ------
Gross profit............... 420.0 522.6 439.8 415.5 359.1 359.1 98.3 59.3
Special charges for
workforce reductions and
Privatization costs...... -- -- -- -- 46.6(1) 46.6(1) -- --
Project development
costs.................... 44.9 49.0 103.6 141.5 136.7 136.7 32.2 31.6
Selling, general and
administrative........... 21.4 27.6 36.0 31.8 34.7 34.7 8.1 7.9
-------- -------- -------- -------- -------- -------- ------ ------
Operating income........... 353.7 446.0 300.2 242.2 141.1 141.1 58.0 19.8
Interest expense........... -- -- -- -- -- 36.0 -- 6.5
Other (income) expense,
net...................... 3.3 (1.5) (3.9) (7.9) (5.2) (5.2) (2.0) (1.6)
-------- -------- -------- -------- -------- -------- ------ ------
Income before income
taxes.................... 350.4 447.5 304.1 250.1 146.3 110.3 60.0 14.9
Provision (benefit) for
income taxes............. -- -- -- -- -- 41.9 -- (48.2)(2)
-------- -------- -------- -------- -------- -------- ------ ------
Net income................. $ 350.4 $ 447.5 $ 304.1 $ 250.1 $ 146.3 $ 68.4 $ 60.0 $ 63.1
======== ======== ======== ======== ======== ======== ====== ======
Net income per
share -- basic and
diluted.................. $ .68 $ .63
Average number of shares
outstanding.............. 100.0 100.0
</TABLE>

- ---------------

(1) Special charges amounted to $46.6 million for fiscal 1998 for costs related
to the Privatization and certain severance and transition benefits to be
paid to plant workers in connection with workforce reductions over the next
two years.

(2) The provision for income taxes for the first quarter ended September 30,
1998, includes a special income tax benefit of $54.5 million for deferred
income tax benefits that arise from the transition to taxable status.
Excluding the special tax benefit, the provision for income taxes was $6.3
million and net income was $8.6 million or $.09 per share.

7
<PAGE> 9

<TABLE>
<CAPTION>
AS OF JUNE 30, AS OF
------------------------------------------------------ SEPTEMBER 30,
1994 1995 1996 1997 1998 1998
-------- -------- ---------- -------- -------- -------------
(MILLIONS) (UNAUDITED)
<S> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA
Cash...................................... $ 735.0 $1,227.0 $1,125.0 $1,261.0 $1,177.8 $ 48.4

Inventories:
Current assets:
Separative work units.............. $ 500.6 $ 517.7 $ 586.8 $ 573.8 $ 687.0 $ 699.4
Uranium(1)......................... 158.6 165.5 150.3 131.5 184.5 199.7
Materials and supplies............. 17.0 19.8 15.7 12.4 24.8 22.4
Long-term assets -- uranium.......... 103.6 115.5 199.7 103.6 561.0 562.7
-------- -------- -------- -------- -------- --------
Inventories, net................ $ 779.8 $ 818.5 $ 952.5 $ 821.3 $1,457.3 $1,484.2
======== ======== ======== ======== ======== ========
Total assets.............................. $2,798.9 $3,216.8 $3,356.0 $3,456.6 $3,471.3 $2,311.2

Short-term debt........................... -- -- -- -- -- 265.0

Long-term debt............................ -- -- -- -- -- 300.0

Other liabilities......................... 191.4 383.2 427.4 451.8 503.3 124.1

Stockholders' equity...................... 1,545.0 1,937.5 2,121.6 2,091.3 2,420.5 1,142.7
</TABLE>

- ---------------
(1) Excludes uranium provided by and owed to customers.

8
<PAGE> 10

RISK FACTORS. You should consider carefully the following risk factors in
addition to the more-detailed information contained in this Prospectus.

HOLDING COMPANY STRUCTURE -- OUR OPERATING SUBSIDIARY PROVIDES MOST OF OUR CASH
FLOW BUT IS NOT OBLIGATED TO PAY OR GUARANTEE THE SENIOR NOTES, WHICH
EFFECTIVELY SUBORDINATES THE SENIOR NOTES TO INDEBTEDNESS OF THE SUBSIDIARY.

Because we conduct our operations primarily through our operating
subsidiary, we depend on that entity for the cash flow necessary to meet our
financial obligations. However, the subsidiary will have no direct obligation to
pay amounts due on the senior notes and will not guarantee the senior notes. As
a result, the senior notes will have the effect of being subordinated to all
existing and future unsecured third-party indebtedness and other liabilities of
the subsidiary (including trade payables). If the subsidiary liquidates or
reorganizes, the subsidiary's creditors (including trade creditors) will have
preferential rights to satisfy their claims from the subsidiary's remaining
assets before USEC and its creditors, including the holders of the senior notes,
may satisfy their claims from the subsidiary's assets. We or our subsidiaries
may issue an unlimited amount of additional indebtedness under the indenture.

VARIABILITY OF REVENUE AND OPERATING RESULTS -- OUR REVENUE AND OPERATING
RESULTS CAN FLUCTUATE SIGNIFICANTLY FROM QUARTER-TO-QUARTER, AND EVEN
YEAR-TO-YEAR.

Our customers determine their requirements for our enrichment services based
on their refueling schedules for their nuclear reactors, which generally range
from 12 to 18 months (or in some cases up to 24 months). Refueling schedules are
in turn affected by, among other things, the seasonal nature of electricity
demand, reactor maintenance, and reactors beginning or terminating operations.
Utilities typically schedule the shutdown of their reactors for refueling to
coincide with the low electricity demand periods of spring and fall. Thus,
utilities generally schedule their reactors for fall refueling, spring refueling
or for 18-month cycles alternating between both seasons. In addition, we provide
customers a window ranging from 10 to 30 days to take delivery of enriched
uranium. Refueling orders typically average $14.0 million per customer order for
our uranium enrichment services.

We plan our cash outlays for power and other production costs, a significant
portion of which is fixed in the short-term, on the basis of meeting customer
orders and achieving revenue targets for the year. As a result, a relatively
small change in the timing of customer orders may cause earnings and cash flow
results to be substantially above or below expectations.

We anticipate supplementing our uranium enrichment revenue through new sales
of natural uranium. While we do not anticipate making significant natural
uranium sales until after fiscal 2000, we may not be able to sell the natural
uranium at anticipated prices and quantities.

ELECTRICITY -- INCREASES IN COSTS OF POWER NEGATIVELY IMPACT OUR PRODUCTION
COSTS.

The plants require substantial amounts of electricity to enrich uranium,
representing 53% of our production costs in fiscal 1998. We purchase power under
three types of purchasing arrangements: firm, supplemental firm and non-firm
power. While almost all of the power we purchase for the Portsmouth plant is
favorably-priced firm power, a substantial portion of the power we purchase for
the Paducah plant is supplemental firm or non-firm power. This power must be
purchased at market-based rates, which are generally less favorable than rates
for firm power. During certain periods, including the summer months when power
costs are typically higher, almost all of the power supplied to the Paducah
plant must be purchased at market-based rates.

9
<PAGE> 11

Firm power represented 71% of our fiscal 1998 power needs and supplemental
firm and non-firm power together represented the remaining 29%. Our production
costs increase to the extent that the cost of all three types of power rise.

When our costs of supplemental firm and non-firm power are high, we may
reduce our production of separative work units at the plants. However, operating
the plants at the lower production levels results in higher unit production
costs per separative work unit which may adversely affect our profitability. In
addition, an unanticipated interruption to the power supply to the plants could
have a material adverse effect on USEC's financial condition to the extent we
have to curtail operations for any length of time.

Last summer, the Midwest experienced persistent hot weather, high
electricity demand, and power generation shortages. These factors resulted in
record-high power costs from early last summer into the fall. These increased
costs negatively impacted the Paducah plant's production costs. For additional
information on how the market prices for power in the first quarter ended
September 30, 1998 are expected to negatively impact our fiscal year 1999
financial results, see "Management's Discussion and Analysis of Financial
Condition and Results of Operations."

USEC is exploring alternatives to reduce its exposure to market-priced power
at the Paducah plant during next summer and future periods. These alternatives
include negotiating to procure power at acceptable prices and reducing
production levels at the Paducah plant during affected periods. However, USEC
may not succeed at reducing its exposure.

Upon termination of the power contracts, we are responsible for our pro rata
share of costs of future decommissioning, shutdown and demolition activities for
three coal-fired generating plants. We accrue, but have not yet funded,
estimated costs for these future activities over the contract period. The
accrued liability amounted to $18.2 million at September 30, 1998. It is
possible that our pro rata share of total costs for such decommissioning and
shutdown activities will exceed the amounts that we have accrued.

RISKS ASSOCIATED WITH ENRICHMENT OPERATIONS

Enriching uranium requires the use of chemicals that may cause
injury. USEC's operations at the plants involve processes that use many
different toxic chemicals in significant quantities. We follow strict procedures
and precautions in the handling, storage and transportation of the materials we
use in our operations, and we have not had any significant releases into the
environment. Nevertheless, if an accident were to occur, the severity of the
accident could be significantly affected by factors within, as well as outside
of, our control. These factors include the volume of the release, the speed of
corrective action taken by plant employees, the weather and the wind conditions.
The primary risk posed by such releases is to humans or animals in close
proximity to the release.

We depend on sustained operation of our production facilities. USEC's
operations are subject to the typical risks inherent in operating large scale
production facilities. Significant or extended unscheduled downtime at either
plant due to the following could adversely affect our operations and financial
condition:

- equipment breakdowns;

- power interruptions;

- regulatory enforcement actions, including any by the NRC;

- labor disruptions; and

- interruptions caused by potential natural or other disasters, including
earthquake activity in the vicinity of the Paducah plant.

10
<PAGE> 12

We have committed to operate the plants until 2005, reducing our flexibility
to respond to increases in supplies of enriched uranium from other sources. In
an agreement with the U.S. Treasury Department (the "Treasury Agreement"), we
committed to operate both of the plants until January 1, 2005, subject only to
limited exceptions. These exceptions consist of:

- fires, floods and other acts of God;

- maintenance of certain financial ratios;

- a significant reduction in the worldwide demand for separative work units;

- a significant reduction in the average price for separative work units to
below $80; or

- a significant decrease in operating margins to below 10% during a 12-month
period.

It is possible that our commitment to continue operations at both plants may
adversely affect our financial performance if the supply of separative work
units from other sources increases.

NUCLEAR UTILITY INDUSTRY -- OUR PROSPECTS ARE TIED TO THE NUCLEAR UTILITY
INDUSTRY.

Events that could adversely affect us by eliminating or reducing
requirements for enriched uranium include:

- customers' business decisions concerning reactors or reactor operations,
such as a suspension of reactor operations or cancellation of new reactor
construction;

- regulatory actions or changes in regulations by nuclear regulatory bodies;
and

- accidents or civic opposition to nuclear operations.

CUSTOMER CONCENTRATION -- THE LOSS OF A CUSTOMER, OR ITS DELAY IN MAKING
PAYMENT, CAN SIGNIFICANTLY AFFECT US.

In fiscal 1998, our 10 largest customers represented 44% of our revenue. If
any of our major customers terminates its contract or reduces its requirements,
our financial performance could be adversely affected. Further, if a major
customer is unable to make timely payments our financial performance could be
adversely affected.

COMPETITION -- OUR COMPETITORS MAY BE LESS COST SENSITIVE OR BE FAVORED DUE TO
NATIONAL LOYALTIES.

In the highly competitive global uranium enrichment industry, we compete
with the following three major producers:

- AO Techsnabexport ("Tenex"), a Russian government entity;

- Eurodif/Cogema ("Eurodif"), a consortium controlled by the French
government; and

- Urenco, a consortium of the British and Dutch governments and private
German corporations.

Our competitors may have greater financial resources and receive other types
of support from their respective governmental owners which enable them to be
less cost sensitive. In addition, our competitors' decisions may be influenced
by political and economic policy considerations rather than prevailing market
conditions. Further, purchasers in certain areas (particularly Europe and the
countries comprising the former Soviet Union) may favor their local producers,
due to government influence or national loyalties.

TREND TOWARD LOWER PRICING -- THE MARKET PRICE OF SEPARATIVE WORK UNITS MAY
DECLINE.

Changes in the market price of separative work units can significantly

11
<PAGE> 13

affect our profitability. Factors influencing such changes include:

- industry overcapacity;

- excess inventory at customer facilities;

- decreased global demand;

- new technologies;

- production costs of other enrichment suppliers; and

- exchange rate fluctuations relating to the U.S. dollar versus competitors'
currencies.

Currently, there is an excess of production capacity and certain suppliers
have announced plans to expand their capacities. In addition to this
overcapacity, exports of enriched uranium from countries comprising the former
Soviet Union and sales of buyer-held inventory have contributed to significant
downward pressure on separative work unit prices over the last several years.
Accordingly, our new contracts have significantly lower prices per separative
work unit and substantially shorter terms than previous contracts. Further, we
anticipate a trend toward somewhat lower prices to continue as we compete for
new business. This trend may adversely affect our financial performance.

PURCHASES UNDER THE RUSSIAN CONTRACT -- WE CAN BE ADVERSELY AFFECTED BY
UNANTICIPATED DELAYS IN DELIVERY, AND THE PRICE WE PAY MAY EXCEED THE PRICE AT
WHICH WE CAN RESELL.

In January 1994, USEC entered into a 20-year contract to purchase separative
work units from Tenex (the "Russian Contract"). As the volume of separative work
units purchased under the Russian Contract increases, we operate the plants at
lower production levels resulting in higher unit production costs. Our objective
is to manage our production and inventory levels (including anticipated
purchases under the Russian Contract) in a manner that most efficiently meets
customer demand for enrichment services. Deliveries by Tenex have been delayed
from time to time and a portion of 1998 deliveries are currently delayed. To
date, our ability to fill customer orders has not been disrupted due to our
existing inventory. However, an unanticipated significant delay in deliveries of
Russian separative work units, or deliveries of separative work units not
meeting commercial specifications, could require unplanned adjustments to
production levels at the plants, and could adversely impact our profitability.

The mechanism for establishing separative work unit prices under the Russian
Contract for purchases through 2001 has been set, and we expect the prices to be
substantially higher than our marginal cost of producing separative work units
at the plants. Consequently, although we presently can resell the Russian
separative work units for more than its cost to us, such sales are less
profitable than sales of separative work units produced at the plants. The
effect of this pricing structure will become more pronounced if the market price
for separative work units declines further, and it is possible that the price we
pay for the Russian separative work units may exceed the price at which we can
resell the material.

Under an agreement with the U.S. Department of State and DOE, we can be
terminated, or resign, as the U.S. Executive Agent, or additional executive
agents may be named. In either event, any new executive agent could represent a
significant new competitor that could adversely affect our market share and
profitability.

AVLIS -- THERE ARE A NUMBER OF RISKS ASSOCIATED WITH THE DEVELOPMENT AND
COMMERCIALIZATION OF AVLIS, ANY OF WHICH COULD ADVERSELY AFFECT OUR FINANCIAL OR
COMPETITIVE POSITION.

AVLIS is a new laser-based technology and is still undergoing
testing. Before we will be in a position to finalize our decision to construct
a full-scale commercial facility, we need to conduct additional equipment
demonstration and testing activities. We could encounter

12
<PAGE> 14

unanticipated delays or expenditures at this stage. If we determine not to
proceed with AVLIS deployment, we would pursue other options for enrichment
services such as plant upgrades or exploring other new technologies, which could
adversely affect our financial or competitive position. In addition, we could
incur certain additional costs in connection with terminating the AVLIS project.
If we determine to deploy AVLIS, we cannot provide assurance that we could
complete an AVLIS plant as scheduled or that a full-scale facility will operate
at its design capacity of 9.0 million separative work units or at its target
operating cost.

AVLIS will be costly and will require significant financing. Based on
preliminary design drawings and assumptions regarding the suitability of
available sites, we estimate AVLIS development and deployment to cost $2.5
billion until commercial deployment, which is expected to begin in fiscal 2006.
If we determine to deploy AVLIS, it is possible that development costs or
construction costs associated with AVLIS could be higher than anticipated. We
will require significant financing to commercially deploy AVLIS. We cannot be
certain that financing will be available when required, and we cannot predict
the cost or terms of such financing.

REGULATORY AND ENVIRONMENTAL RISKS -- OUR FINANCIAL CONDITION CAN BE AFFECTED BY
REGULATORY DEVELOPMENTS.

We are subject to certain government regulation. See "Business -- Regulatory
Oversight." In particular, the NRC regulates the plants under the Atomic Energy
Act. If the NRC were to find that we had not complied with its requirements, it
could take actions or impose conditions which could adversely affect our
financial condition. See "Business -- Regulatory Oversight -- NRC." Our
operations are also subject to numerous federal, state and local laws and
regulations relating to the protection of health, safety and the environment,
including those regulating the emission and discharge into the environment of
materials (including radioactive materials). See "Business -- Environmental
Matters." Unanticipated events or regulatory developments related to
environmental matters could have a material adverse effect on our financial
condition.

POSSIBLE ILLIQUIDITY OF THE SECONDARY MARKET

It is not possible to predict how the senior notes will trade in the
secondary market or whether such market will be liquid or illiquid. There is
currently no secondary market for the senior notes. The Underwriters have
advised us that they intend, but are not obligated, to make a market in the
senior notes. We cannot assure that a secondary market will develop, or, if a
secondary market does develop, that it will provide the holders of senior notes
with liquidity or that it will continue for the life of the senior notes.

FORWARD-LOOKING STATEMENTS

This Prospectus contains certain forward-looking statements. You will find
discussions containing forward-looking statements in this "Risk Factors" section
and the "Management's Discussion and Analysis of Financial Condition and Results
of Operations" and "Business" sections, as well as within this Prospectus
generally. In addition, our use of the words "believes," "intends,"
"anticipates," "expects" and words of similar import may constitute
"forward-looking statements." Because such statements involve risks and
uncertainties, our actual results may differ materially from those we express or
imply by such forward-looking statements.

13
<PAGE> 15

RATIO OF EARNINGS TO FIXED CHARGES

Prior to the IPO, USEC had no debt. Giving effect to bank debt incurred in
connection with the IPO, the pro forma ratio of earnings to fixed charges for
fiscal 1998 was 3.9x. The ratio of earnings to fixed charges for the three
months ended September 30, 1998, was 3.1x.

For purposes of calculating the ratio of earnings to fixed charges, earnings
represent income before income taxes plus fixed charges. Fixed charges represent
interest expense, amortization of fees, capitalized interest and the interest
component of leases.

USE OF PROCEEDS

In connection with the Privatization, USEC entered into a credit facility
aggregating $700.0 million (the "Credit Facility"). USEC will use the net
proceeds from the sale of the senior notes offered by this Prospectus (the
"Senior Notes") to repay a portion of borrowings under the Credit Facility,
which totaled $565.0 million at September 30, 1998, and to reduce its
commitments under the Credit Facility by $400.0 million. The weighted average
interest rate for borrowings under the Credit Facility, including the
amortization of fees, amounted to 6.8% for the period ended September 30, 1998.

A portion of the indebtedness to be repaid under the Credit Facility is owed
to Morgan Guaranty Trust Company of New York ("Morgan Guaranty"), a lender under
the Credit Facility. Morgan Guaranty, a wholly owned subsidiary of J.P. Morgan &
Co. Incorporated, is an affiliate of J.P. Morgan Securities Inc., an underwriter
of this offering.

CAPITALIZATION

The following table sets forth the capitalization of USEC as of September
30, 1998. This table should be read in conjunction with USEC's consolidated
financial statements and related notes included in this Prospectus.

<TABLE>
<CAPTION>
AS OF SEPTEMBER 30, 1998
---------------------------------
ACTUAL AS ADJUSTED(1)
------ --------------
(MILLIONS, EXCEPT PER SHARE DATA)
<S> <C> <C>
Short-term debt...................................... $ 265.0 $
======== ========
Long-term debt:
Senior Notes offered by this Prospectus............ $ -- $
Long-term debt..................................... 300.0 --
Stockholders' equity:
Preferred stock, par value $1.00 per share,
25,000,000 shares authorized; no shares
issued.......................................... -- --
Common stock, par value $.10 per share, 250,000,000
shares authorized; 100,000,000 shares issued and
outstanding..................................... 10.0 10.0
Excess of capital over par value................... 1,067.6 1,067.6
Retained earnings.................................. 65.1 65.1
-------- --------
Total stockholders' equity................... 1,142.7 1,142.7
-------- --------
Total capitalization...................... $1,707.7 $
======== ========
</TABLE>

- ---------------

(1) Gives effect to the issuance of the Senior Notes and the use of the
proceeds.

14
<PAGE> 16
SELECTED FINANCIAL DATA

The following selected financial data should be read in conjunction with the
Consolidated Financial Statements and related notes, and "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
included elsewhere in this Prospectus. Selected financial data as of and for
each of the fiscal years in the five-year period ended June 30, 1998 have been
derived from the Consolidated Financial Statements included elsewhere in this
Prospectus. USEC's Consolidated Financial Statements have been audited by Arthur
Andersen LLP, independent public accountants, whose report is also included
elsewhere in this Prospectus.

<TABLE>
<CAPTION>
THREE MONTHS
ENDED
YEARS ENDED JUNE 30, SEPTEMBER 30,
------------------------------------------------------------------- ---------------
1994 1995 1996 1997 1998 1998 1997 1998
-------- -------- -------- -------- -------- ------------ ------ ------
(MILLIONS, EXCEPT PER SHARE DATA) PRO FORMA(1) (UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF INCOME DATA
Revenue
Domestic.............. $ 831.8 $1,001.9 $ 901.6 $ 950.8 $ 896.2 $ 896.2 $319.7 $176.9
Asia.................. 489.0 485.5 441.3 487.5 442.8 442.8 83.2 79.9
Europe and other...... 82.5 123.3 69.9 139.5 82.2 82.2 37.5 51.1
-------- -------- -------- -------- -------- -------- ------ ------
1,403.3 1,610.7 1,412.8 1,577.8 1,421.2 1,421.2 440.4 307.9
Cost of sales........... 983.3 1,088.1 973.0 1,162.3 1,062.1 1,062.1 342.1 248.6
-------- -------- -------- -------- -------- -------- ------ ------
Gross profit............ 420.0 522.6 439.8 415.5 359.1 359.1 98.3 59.3
Special charges for
workforce reductions
and Privatization
costs................. -- -- -- -- 46.6(2) 46.6(2) -- --
Project development
costs................. 44.9 49.0 103.6 141.5 136.7 136.7 32.2 31.6
Selling, general and
administrative........ 21.4 27.6 36.0 31.8 34.7 34.7 8.1 7.9
-------- -------- -------- -------- -------- -------- ------ ------
Operating income........ 353.7 446.0 300.2 242.2 141.1 141.1 58.0 19.8
Interest expense........ -- -- -- -- -- 36.0(3) -- 6.5
Other (income) expense,
net................... 3.3 (1.5) (3.9) (7.9) (5.2) (5.2) (2.0) (1.6)
-------- -------- -------- -------- -------- -------- ------ ------
Income before income
taxes................. 350.4 447.5 304.1 250.1 146.3 110.3 60.0 14.9
Provision (benefit) for
income taxes.......... -- -- -- -- -- 41.9(4) -- (48.2)(5)
-------- -------- -------- -------- -------- -------- ------ ------
Net income.............. $ 350.4 $ 447.5 $ 304.1 $ 250.1 $ 146.3 $ 68.4 $ 60.0 $ 63.1 (6)
======== ======== ======== ======== ======== ======== ====== ======
Net income per share --
basic and diluted..... $ .68 $ .63 (6)
Average number of shares
outstanding........... 100.0 100.0
</TABLE>

- ---------------

(1) Gives effect to the IPO, interest expense on borrowings of $550.0 million
incurred at the time of the IPO, and USEC's transition to taxable status, as
if such events had occurred at the beginning of fiscal 1998.

(2) Special charges amounted to $46.6 million for fiscal 1998 for costs related
to the Privatization and certain severance and transition benefits to be
paid to plant workers in connection with workforce reductions over the next
two years.

(3) Pro forma interest expense of $36.0 million is based on a weighted average
interest rate of 6.6%, including the amortization of fees, on $550.0 million
of borrowings incurred at the time of the IPO, as if such borrowings had
occurred at the beginning of fiscal 1998.

(4) USEC was exempt from federal, state and local income taxes until the IPO.
The pro forma provision for income taxes of $41.9 million is based on an
effective income tax rate of 38% and assumes the IPO had occurred at the
beginning of fiscal 1998.

(5) At the time of the IPO, USEC became subject to federal, state and local
income taxes. The provision for income taxes includes a special income tax
benefit of $54.5 million for deferred income tax benefits that arise from
USEC's transition to taxable status. Deferred tax benefits represent
differences between the carrying amounts for financial reporting purposes
and USEC's estimate of the tax bases of its assets and liabilities.

Excluding the special tax benefit, the provision for income taxes for the
first fiscal quarter ended September 30, 1998, amounted to $6.3 million.

(6) Excluding the special tax benefit, net income was $8.6 million or $.09 per
share.

15
<PAGE> 17

<TABLE>
<CAPTION>
AS OF JUNE 30, AS OF
---------------------------------------------------- SEPTEMBER 30,
1994 1995 1996 1997 1998 1998
-------- -------- -------- -------- -------- -------------
(MILLIONS) (UNAUDITED)
<S> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA
Cash.......................................... $ 735.0 $1,227.0 $1,125.0 $1,261.0 $1,177.8 $ 48.4

Inventories:
Current assets:
Separative Work Units.................. $ 500.6 $ 517.7 $ 586.8 $ 573.8 $ 687.0 $ 699.4
Uranium(1)............................. 158.6 165.5 150.3 131.5 184.5 199.7
Materials and supplies................. 17.0 19.8 15.7 12.4 24.8 22.4
Long-term assets -- uranium.............. 103.6 115.5 199.7 103.6 561.0 562.7
-------- -------- -------- -------- -------- --------
Inventories, net.................... $ 779.8 $ 818.5 $ 952.5 $ 821.3 $1,457.3 $1,484.2
======== ======== ======== ======== ======== ========
Total assets.................................. $2,798.9 $3,216.8 $3,356.0 $3,456.6 $3,471.3 $2,311.2

Short-term debt............................... -- -- -- -- -- 265.0

Long-term debt................................ -- -- -- -- -- 300.0

Other liabilities(2).......................... 191.4 383.2 427.4 451.8 503.3 124.1

Stockholders' equity.......................... 1,545.0 1,937.5 2,121.6 2,091.3 2,420.5 1,142.7
</TABLE>

- ---------------
(1) Excludes uranium provided by and owed to customers.

(2) Other liabilities include accrued liabilities for depleted UF(6) disposition
costs in the amounts of $93.0 million at June 30, 1994, $212.4 million at
June 30, 1995, $303.0 million at June 30, 1996, $336.4 million at June 30,
1997, $372.6 million at June 30, 1998 and $4.3 million at September 30,
1998.

16
<PAGE> 18

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with, and is
qualified in its entirety by reference to, the Consolidated Financial Statements
and related notes appearing elsewhere in this Prospectus.

OVERVIEW

USEC, a global energy company, is the world leader in the production and
sale of uranium fuel enrichment services for commercial nuclear power plants,
with approximately 75% of the North American market and approximately 40% of the
world market. Uranium enrichment is a critical step in transforming natural
uranium into fuel for nuclear reactors to produce electricity. Based on
customers' long-term estimates of their requirements and certain other
assumptions, including estimates of inflation rates, at September 30, 1998 USEC
had long-term requirements contracts with utilities to provide uranium
enrichment services aggregating $3.6 billion through fiscal 2001 and $7.0
billion through fiscal 2009, compared with $7.8 billion at September 30, 1997.

USEC is the Executive Agent of the U.S. Government under a government-to-
government agreement to purchase separative work units ("SWU") recovered from
dismantled nuclear weapons from the former Soviet Union for use in commercial
electricity production. Cost of sales has been, and will continue to be,
adversely affected by amounts paid to purchase SWU under the Russian Contract at
prices that are substantially higher than its marginal production cost at the
plants. As the volume of Russian SWU purchases has increased, USEC has operated
the plants at lower production levels resulting in higher unit production costs.
Pursuant to the Russian Contract, Russian SWU purchases will peak in calendar
year 1999 at 5.5 million SWU per year and are expected to remain at that level
thereafter.

Agreements with electric utilities are generally long-term requirements
contracts under which customers are obligated to purchase a specified percentage
of their requirements for uranium enrichment services. Customers, however, are
not obligated to make purchases or payments if they do not have any
requirements. The stated term of contracts transferred by DOE to USEC on July 1,
1993 (the "Transition Date") is 30 years, although future purchase obligations
thereunder may be terminated by, among other things, giving 10 years' notice,
although USEC has allowed shorter notice periods. The terms of newer contracts
entered into since the Transition Date range from 3 to 11 years and do not
typically provide for advance termination rights. Revenue from sales of SWU
under new contracts represented 68% of total revenue in fiscal 1998. USEC
believes that the trend for contracts with shorter terms will continue, with the
newer contracts generally containing terms in the range of 3 to 7 years.

Revenue and operating results can fluctuate significantly from
quarter-to-quarter, and in some cases, year-to-year. Customer requirements are
determined by refueling schedules for nuclear reactors, which generally range
from 12 to 18 months (or in some cases up to 24 months), and are in turn
affected by, among other things, the seasonal nature of electricity demand,
reactor maintenance, and reactors beginning or terminating operations. Utilities
typically schedule the shutdown of their reactors for refueling to coincide with
the low electricity demand periods of spring and fall. Thus, some reactors are
scheduled for fall refueling, spring refueling or for 18-month cycles
alternating between both seasons. In addition, USEC provides customers a window
ranging from 10 to 30 days to take delivery of ordered product. The timing of
larger orders for initial core requirements for new nuclear reactors also can
affect operating results. Refueling orders typically average $14.0 million

17
<PAGE> 19

per customer order for uranium enrichment services. USEC plans its cash outlays
for power and other production costs, a significant portion of which is fixed in
the short term, on the basis of meeting customer orders and achieving revenue
targets for the year. As a result, a relatively small change in the timing of
customer orders may cause earnings and cash flow results to be substantially
above or below expectations. Notwithstanding this variability, USEC has
significant backlog based on customers' estimates of their requirements for
uranium enrichment services.

The consolidated financial statements, discussed below, are not necessarily
indicative of the results of operations and financial position in the future or
what the results of operations and financial position would have been had USEC
been a private sector stand-alone entity during the periods presented.

Revenue

Substantially all of USEC's revenue is derived from the sale of uranium
enrichment services, denominated in SWU. Although customers may buy enriched
uranium product without having to supply uranium, virtually all of USEC's
contracts are for enriching uranium provided by customers. Because orders for
enrichment to refuel customer reactors (1) occur once in 12, 18 or 24 months and
(2) are large in amount averaging $14.0 million per order, the percentage of
revenue attributable to any customer or group of customers from a particular
geographic region can vary significantly quarter-by-quarter or year-by-year.
However, customer requirements and orders over the longer term are more
predictable. USEC estimates that about two-thirds of the nuclear reactors under
contract operate on refueling cycles of 18 months or less, and the remaining
one-third operate on refueling cycles greater than 18 months.

Revenue could be negatively impacted by NRC actions suspending operations at
domestic reactors under contract with USEC. In addition, business decisions by
utilities that take into account economic factors, such as the price and
availability of alternate fossil fuels, the need for generating capacity and the
cost of maintenance could result in suspended operations or early shutdowns of
some reactors under contract with USEC.

USEC's enrichment contracts are denominated in U.S. dollars, and while
revenue is not directly affected by changes in the foreign exchange rate of the
U.S. dollar, USEC may have a competitive price disadvantage or advantage
depending upon the strength or weakness of the U.S. dollar. This is because the
primary competitors' costs are in the major European currencies.

USEC's financial performance over time can also be significantly affected by
changes in the market price for SWU. SWU prices have been declining, reflecting
the trend toward lower prices and shorter contracts in the highly competitive
uranium enrichment market and the impact of changes in foreign currency exchange
rates. Currently, there is an excess of production capacity and certain
suppliers have announced plans to expand capacities. In addition to this
overcapacity, exports of enriched uranium from countries comprising the former
Soviet Union and sales of buyer-held inventory have contributed to significant
downward pressure on SWU prices over the last several years. Accordingly, the
new contracts have significantly lower prices per SWU and substantially shorter
terms than previous contracts. USEC anticipates a trend toward somewhat lower
prices to continue as it competes for new business.

18
<PAGE> 20

into extended obligations. This trend toward shorter contract terms requires
that USEC, as well as its competitors, pursue new sales with greater frequency.
The general effect of this is to increase the level of competition among uranium
enrichment suppliers for new SWU commitments.

Cost of Sales

Cost of sales is based on the quantity of SWU sold during the period and is
dependent upon production costs at the plants and SWU purchase costs (the latter
mainly under the Russian Contract). Production costs at the plants for fiscal
1998 included purchased electric power (53% of production costs, of which 29%
represents non-firm power and 71% represents firm power), labor and benefits
(30% of production costs), depleted UF(6) disposition costs (7% of production
costs), materials, maintenance and repairs, and other costs (10% of production
costs). Since USEC uses the monthly moving average inventory cost method, an
increase or decrease in production or purchase costs would have an effect on
cost of sales over future fiscal periods. Purchases of SWU under the Russian
Contract are recorded at acquisition cost plus related shipping costs.

Under electric power supply arrangements, USEC purchases a significant
portion of its electric power at or below market rates based on long-term
contracts with dedicated power generating facilities. In fiscal 1998, the
average price of electricity was $19.66 per megawatt hour ("MWh"). Power costs
vary seasonally with rates being higher during winter and summer as a function
of the extremity of the weather and as a function of demand during peak and
off-peak times.

USEC has an operations and maintenance contract with Lockheed Martin Utility
Services, Inc. ("LMUS"), a subsidiary of Lockheed Martin Corporation (the "LMUS
Contract"), under which LMUS provides labor, services, and materials and
supplies to operate and maintain the plants, and for which USEC pays LMUS for
its actual costs and contract fees. The LMUS Contract expires on October 1,
2000, and may be terminated by USEC without penalty upon six months' notice. On
November 18, 1998, USEC gave notice to terminate the LMUS Contract.
Consequently, USEC expects to assume direct management and operation of the
plants six months from the date of notice. USEC expects an orderly transition of
compensation and benefits to allow the plant workers to become employees of USEC
or its subsidiaries.

USEC accrues estimated costs for the future disposition of depleted UF(6)
generated as a result of its operations. Costs are dependent upon the volume of
depleted UF(6) generated and estimated conversion and disposal costs. USEC
stores depleted UF(6) at the plants and continues to evaluate various proposals
for its disposition. Pursuant to the USEC Privatization Act (the "Privatization
Act") and an agreement with DOE dated May 18, 1998, depleted UF(6) generated by
USEC through the date of the IPO was transferred to DOE. In June 1998, USEC paid
$50.0 million to DOE, and DOE assumed responsibility for disposal of a certain
amount of depleted UF(6) generated from operations at the plants from October
1998 to 2005.

USEC leases the plants and process-related machinery and equipment at
attractive, below-market terms from DOE pursuant to a lease agreement (the
"Lease Agreement"). Upon termination of the Lease Agreement, USEC is responsible
for certain lease turnover activities at the plants. Lease turnover costs are
accrued over the estimated term of the Lease Agreement which is estimated to
extend until 2005. Pursuant to the Energy Policy Act and the Privatization Act,
with certain exceptions, the U.S. Government is responsible for all
environmental liabilities associated with the operation of the plants prior to
the time

19
<PAGE> 21

of the IPO and decontamination and decommissioning of the plants at the end of
their operating lives.

USEC expects to incur additional production costs of $14.8 million in fiscal
1999 for taxes other than income taxes and property insurance premiums.

As Executive Agent under the Russian Contract, USEC has committed to
purchase 4.4 million SWU in calendar 1998, of which 1.9 million SWU in the
amount of $164.8 million was purchased as of September 30, 1998. In each of
calendar years 1999 to 2001, USEC has committed to purchase 5.5 million SWU at
the annual amount of $469.8 million, subject to certain purchase price
adjustments for U.S. inflation. The Russian Contract has a 20-year term; USEC
expects its purchases after 2001 to remain at the 5.5 million SWU per year
level.

Project Development Costs

USEC is managing the development and engineering necessary to commercialize
AVLIS, including activities relating to:

- site selection;

- NRC licensing;

- uranium feed and product technology;

- AVLIS demonstration facilities; and

- development and design of plant production facilities.

AVLIS project development costs are charged against income as incurred. USEC
intends to capitalize AVLIS development costs associated with facilities and
equipment designed for commercial production activities.

In addition, USEC has been evaluating a potential new advanced enrichment
technology called "SILEX" and plans to continue evaluating the SILEX technology
during fiscal 1999.

Selling, General and Administrative

Selling, general and administrative expenses include salaries and related
overhead for personnel, legal and consulting fees and other administrative
costs.

Income Taxes

With the completion of the IPO, USEC has become subject to federal and state
income taxes at a combined effective income tax rate of 38%.

20
<PAGE> 22

RESULTS OF OPERATIONS

The following table sets forth certain items as a percentage of revenue:

<TABLE>
<CAPTION>
(UNAUDITED)
THREE MONTHS
ENDED
FISCAL YEARS ENDED JUNE 30, SEPTEMBER 30,
------------------------------------------ ---------------
1996 1997 1998 1998 1997 1998
---- ---- ---- ---- ---- ----
PRO FORMA
---------
<S> <C> <C> <C> <C> <C> <C>
Revenue
Domestic................................... 64% 60% 63% 63% 73% 57%
Asia....................................... 31 31 31 31 19 26
Europe and other........................... 5 9 6 6 8 17
--- --- --- --- --- ---
100% 100% 100% 100% 100% 100%
Cost of sales............................... 69 74 75 75 78 81
--- --- --- --- --- ---
Gross profit................................ 31 26 25 25 22 19
Special charges for workforce reductions and
Privatization costs....................... -- -- 3 3 -- --
Project development costs................... 7 9 10 10 7 10
Selling, general and administrative......... 2 2 2 2 2 3
--- --- --- --- --- ---
Operating income............................ 22 15 10 10 13 6
Interest expense............................ -- -- -- 2 -- 2
Other (income) expense, net................. -- (1) -- -- (1) (1)
--- --- --- --- --- ---
Income before income taxes.................. 22 16 10 8 14 5
Provision (benefit) for income taxes........ -- -- -- 3 -- (16)
--- --- --- --- --- ---
Net income.................................. 22% 16% 10% 5% 14% 21%
</TABLE>

QUARTERLY FINANCIAL INFORMATION

The following table sets forth unaudited quarterly financial data for each
of the nine quarterly periods ending September 30, 1998. Operating results for
any quarter are not necessarily indicative of results for any future period:
<TABLE>
<CAPTION>
(UNAUDITED)
THREE MONTHS ENDED
----------------------------------------------------------------------------------------------
SEPTEMBER 30, DECEMBER 31, MARCH 31, JUNE 30, SEPTEMBER 30, DECEMBER 31, MARCH 31,
1996 1996 1997 1997 1997 1997 1998
------------- ------------ --------- -------- ------------- ------------ ---------
(MILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C>
Revenue.............. $422.9 $485.1 $216.4 $453.4 $440.4 $322.3 $294.0
Cost of sales........ 307.9 364.2 161.3 328.9 342.1 235.7 214.4
------ ------ ------ ------ ------ ------ ------
Gross profit......... 115.0 120.9 55.1 124.5 98.3 86.6 79.6
Special charges for
workforce
reductions and
Privatization
costs.............. -- -- -- -- -- -- --
Project development
costs.............. 35.7 39.2 32.6 34.0 32.2 35.4 35.4
Selling, general and
administrative..... 8.6 8.6 8.5 6.1 8.1 8.9 7.8
------ ------ ------ ------ ------ ------ ------
Operating income..... 70.7 73.1 14.0 84.4 58.0 42.3 36.4
Interest expense..... -- -- -- -- -- -- --
Other (income)
expense, net....... (2.3) (.9) (1.1) (3.6) (2.0) .6 (3.9)
------ ------ ------ ------ ------ ------ ------
Income before
taxes.............. 73.0 74.0 15.1 88.0 60.0 41.7 40.3
Provision (benefit)
for income taxes... -- -- -- -- -- -- --
------ ------ ------ ------ ------ ------ ------
Net income........... $ 73.0 $ 74.0 $ 15.1 $ 88.0 $ 60.0 $ 41.7 $ 40.3
====== ====== ====== ====== ====== ====== ======

<CAPTION>
(UNAUDITED)
THREE MONTHS ENDED
------------------------
JUNE 30, SEPTEMBER 30,
1998 1998
-------- -------------
(MILLIONS)
<S> <C> <C>
Revenue.............. $364.5 $307.9
Cost of sales........ 269.9 248.6
------ ------
Gross profit......... 94.6 59.3
Special charges for
workforce
reductions and
Privatization
costs.............. 46.6 --
Project development
costs.............. 33.7 31.6
Selling, general and
administrative..... 9.9 7.9
------ ------
Operating income..... 4.4 19.8
Interest expense..... -- 6.5
Other (income)
expense, net....... 0.1 (1.6)
------ ------
Income before
taxes.............. 4.3 14.9
Provision (benefit)
for income taxes... -- (48.2)
------ ------
Net income........... $ 4.3 $ 63.1
====== ======
</TABLE>

21
<PAGE> 23

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1997 AND 1998

Revenue

Revenue amounted to $307.9 million in the first fiscal quarter ended
September 30, 1998, a reduction of $132.5 million (or 30%) from $440.4 million
in the first quarter of fiscal 1998. The lower revenue was attributable
primarily to 28% lower sales of SWU resulting mainly from changes in the timing
of customer nuclear reactor refueling orders. Revenue was also affected by lower
sales of natural uranium and a lower commitment level of a domestic customer.
USEC provided enrichment services for 24 reactors as compared with 32 reactors
in the first quarter of fiscal 1998. The average SWU price billed to customers
during the first quarter of fiscal 1999 was about the same as in the first
quarter of fiscal 1998, notwithstanding the trend toward lower prices for new
contracts in the highly competitive uranium enrichment market.

Revenue from sales of SWU in the first quarter of fiscal 1999 was reduced by
price adjustments following a downward revision by the U.S. Department of
Commerce in its inflation index. Prices under a majority of contracts with
customers include an inflation adjustment factor. In September 1998, the
Department of Commerce revised the inflation index downward retroactive to 1995.
The revised lower inflation rates are expected to reduce revenue over the
remainder of fiscal 1999 as well as future fiscal years.

The percentage of revenue attributed to domestic and international customers
follows:

<TABLE>
<CAPTION>
THREE MONTHS ENDED
SEPTEMBER 30,
------------------
1997 1998
---- ----
<S> <C> <C>
Domestic............................................ 73% 57%
Asia................................................ 19 26
Europe and other.................................... 8 17
--- ---
100% 100%
=== ===
</TABLE>

Revenue from domestic customers declined $142.8 million (or 45%), revenue
from customers in Asia declined $3.3 million (or 4%), and revenue from customers
in Europe and other areas increased $13.6 million (or 36%). Changes in the
geographic mix of revenue resulted primarily from changes in the timing of
customers' orders, lower sales of natural uranium to domestic customers, and a
lower commitment level of a domestic customer.

Cost of Sales

Cost of sales amounted to $248.6 million in the first quarter of fiscal
1999, a decline of $93.5 million (or 27%) from $342.1 million in the first
quarter of fiscal 1998. As a percentage of revenue, cost of sales amounted to
81%, compared with 78% in the first quarter of fiscal 1998. Although cost of
sales in dollar terms declined as a result of the 28% reduction in sales of SWU,
the decline was partially offset by the effects of higher unit production costs
resulting from a significant reduction in production volume, primarily at the
Paducah plant. The low production at the Paducah plant in the first quarter of
fiscal 1999 was due to USEC's response to the high cost of power, as discussed
below. Continued sub-optimal gaseous diffusion cell availability contributed to
higher unit production costs at the Portsmouth plant.

Persistent hot weather, high electricity demand in the Midwest and power
generation shortages resulted in record-high power costs from the early summer
into the fall with a resulting negative impact on the Paducah plant's production
costs in the first quarter of fiscal 1999. USEC initially responded to these
events by curtailing production at the Paducah plant to reduce the impact of
these higher power prices on production costs.

22
<PAGE> 24

Because the power costs continued to remain unusually high in August, September
and into October, USEC extended its response by restoring production at the
Paducah plant over a longer period than contemplated earlier in the summer, and
will be increasing total production over the remainder of the fiscal year to
help meet production and cost targets.

Under the monthly moving average inventory cost method, most of the impact
of the higher power costs and lower production volumes on unit production costs
is expected to affect cost of sales over the remainder of the fiscal year.

Electric power costs amounted to $90.9 million (representing 54% of
production costs) compared with $113.0 million (representing 55% of production
costs) in the first quarter of fiscal 1998, a decline of $22.1 million (or 20%).
The decline in power costs was attributable to lower production volumes at the
plants, principally at the Paducah plant. Although electric power costs were
lower, costs per megawatt hour increased 30% over the first quarter of 1998.

Costs for the future disposition of depleted uranium amounted to $5.2
million, a decline of $9.3 million (or 64%) from $14.5 million in the first
quarter of fiscal 1998. Lower costs in the first quarter of fiscal 1999 reflect
a lower future disposal rate per kilogram of depleted uranium based on
fixed-cost disposal contracts for a certain quantity of depleted uranium and the
lower production levels at the plants. At September 30, 1998, the accrued
liability for the future disposal of depleted uranium amounted to $4.3 million.
In July 1998, pursuant to the USEC Privatization Act, depleted uranium generated
by USEC from July 1993 to July 1998 was transferred to DOE, and the accrued
liability of $373.8 million at the time of the IPO, on July 28, 1998, was
transferred to stockholders' equity.

Subsequent to the IPO, production costs in the first quarter of fiscal 1999
include charges for taxes other than income taxes and property insurance
premiums.

SWU purchased under the Russian Contract represented 46% of the combined
produced and purchased supply mix, compared with 40% purchased from the Russian
Federation and DOE in the first quarter of fiscal 1998. Cost of sales has been,
and will continue to be, adversely affected by amounts paid to purchase SWU
under the Russian Contract at prices that are substantially higher than its
marginal production cost at the plants. As the volume of Russian SWU purchases
has increased, USEC has operated the plants at lower production levels resulting
in higher unit production costs. Pursuant to the Russian Contract, Russian
highly enriched uranium purchases will peak in calendar year 1999 at 5.5 million
SWU per year and are expected to remain at that level thereafter.

Gross Profit

Gross profit amounted to $59.3 million, a reduction of $39.0 million (or
40%) from $98.3 million in the first quarter of fiscal 1998. As a percentage of
revenue, gross profit amounted to 19%, compared with 22% in the first quarter of
fiscal 1998. The lower gross profit reflects lower sales of SWU primarily from
changes in the timing of customers' orders and the effects on cost of sales of
lower production volume and higher unit costs at the plants.

Project Development Costs

Project development costs, primarily for the AVLIS project, amounted to
$31.6 million, a decline of $.6 million (or 2%) from $32.2 million in the first
quarter of fiscal 1998. Development costs for the future commercialization of
the AVLIS uranium enrichment process primarily reflect integrated operation of
the laser and separator systems to verify enrichment production economics.

23
<PAGE> 25

Selling, General and Administrative

Selling, general and administrative expenses amounted to $7.9 million, a
decline of $.2 million (or 3%) from $8.1 million in the first quarter of fiscal
1998. As a percentage of revenue, selling, general and administrative expenses
amounted to 2.6%, compared with 1.8% in the first quarter of fiscal 1998.

Operating Income

Operating income amounted to $19.8 million in the first quarter of fiscal
1999 compared with $58.0 million in the first quarter of fiscal 1998. The
decline reflects lower gross profit.

Interest Expense

Interest expense of $6.5 million in the first quarter of fiscal 1999
represents interest on borrowings of $550.0 million incurred at the time of the
IPO. Prior to the IPO, USEC had no short or long-term debt. Outstanding
borrowings under a credit agreement averaged $557.6 million during the period
from July 28 to September 30, 1998, at a weighted average interest rate of 6.8%,
including the amortization of fees.

Provision for Income Taxes

The provision for income taxes includes a special income tax benefit of
$54.5 million for deferred income tax benefits that arise from the transition to
taxable status. Deferred tax benefits represent differences between the carrying
amounts for financial reporting purposes and USEC's estimate of the tax bases on
its assets and liabilities.

Excluding the special tax benefit, the provision for income taxes was $6.3
million in the first quarter of fiscal 1999, of which $3.0 million was incurred
in July 1998, subsequent to the IPO.

Net Income

Including the special tax benefit, net income was $63.1 million compared
with $60.0 million in the first quarter of fiscal 1998. Excluding the special
tax benefit, net income in the first quarter of fiscal 1999 was $8.6 million.
Net income in the first quarter of fiscal 1999 was affected by lower gross
profit primarily from the timing of customer orders, lower gross profit margins,
interest expense on borrowings incurred at the time of the IPO, and the
provision for income taxes following the transition to taxable status.

Fiscal 1999 Outlook

First quarter results are on target, and revenue for fiscal 1999 is
anticipated to be in line with analysts' expectations. However, fiscal 1999
costs will be greater than previously estimated because the effects of
record-high electric power costs continued from early summer into the fall, an
unanticipated downward revision in the inflation index by the Department of
Commerce is expected to affect revenue, and increased interest and income tax
expenses are anticipated. USEC believes its fiscal 1999 earnings could be about
25 percent below analysts' consensus estimate of $1.60 per share.

RESULTS OF OPERATIONS -- FISCAL YEARS ENDED JUNE 30, 1997 AND 1998

Revenue

Revenue amounted to $1,421.2 million in fiscal 1998, a decline of $156.6
million (or 10%) from $1,577.8 million in fiscal 1997. The decline in revenue
was attributable primarily to changes in the timing of customer nuclear reactor
refuelings resulting in a 12% decline in sales of SWU in fiscal 1998, following
a 14% increase in fiscal 1997. During fiscal 1998, USEC provided enrichment
services for 100 reactors as compared with 110 in fiscal 1997.

24
<PAGE> 26

The average SWU price billed to customers was $116, an increase of approximately
1% compared with fiscal 1997, notwithstanding the overall trend toward lower
prices for contracts negotiated since July 1993 in the highly competitive
uranium enrichment market. Sales of uranium to electric utility customers
increased to $40.8 million, compared with $25.9 million in fiscal 1997.

Revenue from domestic customers declined $54.6 million (or 6%), revenue from
customers in Asia declined $44.7 million (or 9%) and revenue from customers in
Europe and other areas declined $57.3 million (or 41%). Changes in the
geographic mix of revenue in fiscal 1998 resulted primarily from changes in the
timing of customers' orders. The decline in domestic revenue also reflects lower
commitment levels from two customers, partially offset by higher sales of
uranium and a first time sale of SWU for one reactor under a new contract signed
by USEC.

Cost of Sales

Cost of sales amounted to $1,062.1 million in fiscal 1998, a decline of
$100.2 million (or 9%) from $1,162.3 million in fiscal 1997. The decline in cost
of sales was attributable to the 12% decline in sales in SWU from changes in the
timing of customers' orders, partially offset by the effects of lower production
volume and higher unit costs at the plants and an increase in purchased SWU
under the Russian Contract. As a percentage of revenue, cost of sales amounted
to 75% in fiscal 1998, compared with 74% in fiscal 1997.

SWU unit production costs in fiscal years 1998 and 1997 were adversely
affected by lower production facility capability, and USEC incurred additional
costs because uneconomic overfeeding of uranium was necessary at the Portsmouth
plant to compensate for the production lost due to the unavailability of cells
in order to ensure that customer requirements would be met.

Electric power costs amounted to $413.8 million (representing 53% of
production costs) in fiscal 1998, compared with $530.4 million (representing 59%
of production costs) in fiscal 1997, a decline of $116.6 million (or 22%). The
decline reflected lower power consumption resulting from lower SWU production
and improved power utilization efficiency or SWU production compared with the
amount of electric power consumed.

Costs for labor and benefits amounted to $237.7 million in fiscal 1998, an
increase of $7.6 million (or 3%) from $230.1 million in fiscal 1997. The
increase reflected general inflation.

Costs for the future disposition of depleted UF(6) amounted to $55.7 million
in fiscal 1998, a decline of $16.3 million (or 23%) from $72.0 million in fiscal
1997. The decline resulted from lower SWU production overall and, at the Paducah
plant, more efficient operations and economic underfeeding of uranium which in
turn resulted in a significant reduction in the generation of depleted UF(6). At
June 30, 1998, USEC had accrued a total liability of $372.6 million for the
future disposal of depleted UF(6).

SWU purchased under the Russian Contract and other purchase contracts
represented 38% of the combined produced and purchased supply mix, compared with
23% for fiscal 1997. Unit costs of SWU purchased under the Russian Contract are
substantially higher than USEC's marginal cost of production. USEC purchased SWU
derived from highly enriched uranium, as follows: 3.6 million SWU at a cost of
$315.8 million and 1.8 million SWU at a cost of $157.3 million for the fiscal
years 1998 and 1997 respectively.

Gross Profit

Gross profit amounted to $359.1 million in fiscal 1998, a decline of $56.4
million (or 14%) from $415.5 million in fiscal 1997. The decline resulted from
lower sales of SWU

25
<PAGE> 27

from changes in the timing of customers' orders, lower production volume and
higher unit costs at the plants, and an increase in purchased SWU under the
Russian Contract.

Special Charges

Special charges amounted to $46.6 million ($28.9 million net of income taxes
on a pro forma basis) for fiscal 1998 for costs related to the Privatization and
certain severance and transition benefits to be paid with respect to 500 plant
workers in connection with workforce reductions over the next two fiscal years
as follows:

<TABLE>
<CAPTION>
FISCAL YEAR ENDED
JUNE 30, 1998
-----------------
(MILLIONS)
<S> <C>
Privatization costs......................................... 13.8
Worker and community transition assistance benefits......... 20.0
Worker's pre-existing severance benefits.................... $12.8
-----
$46.6
=====
</TABLE>

Privatization costs of $13.8 million were paid in July 1998, worker and
community transition assistance benefits of $20.0 million were paid in June 1998
and workers' pre-existing severance benefits of $12.8 million are expected to be
paid by July 1999.

Project Development Costs

Project development costs, primarily for the AVLIS project, amounted to
$136.7 million for fiscal 1998, a decline of $4.8 million (or 3%) from $141.5
million in fiscal 1997. Engineering and development costs for the future
commercialization of the AVLIS uranium enrichment process in fiscal 1998
primarily reflected continuing demonstration of plant-scale components with
emphasis shifting toward integrated operation of the laser and separator systems
to verify enrichment production economics. Project development costs include
costs of $2.0 million in fiscal 1998 and $7.8 million in fiscal 1997 incurred in
the evaluation of the SILEX advanced enrichment technology.

Selling, General and Administrative Expenses

Selling, general and administrative expenses amounted to $34.7 million in
fiscal 1998, an increase of $2.9 million (or 9%) from $31.8 million in fiscal
1997. As a percentage of revenue, selling, general and administrative expenses
amounted to 2.4% in fiscal 1998, compared with 2.0% in fiscal 1997. The increase
resulted from higher expenses associated with Privatization activities.

Net Income

Net income before special charges amounted to $192.9 million in fiscal 1998,
a decline of $57.2 million (or 23%) from $250.1 million in fiscal 1997. As a
percentage of revenue, net income before special charges amounted to 13% in
fiscal 1998, compared with 16% in fiscal 1997. The decline resulted primarily
from lower sales of SWU from changes in the timing of customers' orders and
lower gross profit margins. Including special charges, net income in fiscal 1998
amounted to $146.3 million.

On a pro forma basis, as if the IPO had occurred at the beginning of fiscal
1998, net income before special charges for fiscal 1998, adjusted to reflect
interest expense on borrowings of $550.0 million at the time of the IPO and a
provision for income taxes, was $97.3 million or $.97 per share. Including
special charges, net income on a pro forma basis was $68.4 million or $.68 per
share.

26
<PAGE> 28

RESULTS OF OPERATIONS -- FISCAL YEARS ENDED JUNE 30, 1996 AND 1997

Revenue

Revenue amounted to $1,577.8 million in fiscal 1997, an increase of $165.0
million (or 12%) from revenue of $1,412.8 million in fiscal 1996. The increase
in revenue for fiscal 1997 resulted principally from: (i) the timing of customer
nuclear reactor refuelings; (ii) sales to new customers; and (iii) increased
sales to existing customers. Sales of SWU increased 14% in fiscal 1997 following
a decline of 14% in fiscal 1996. During fiscal 1997, USEC provided enrichment
services for 110 reactors as compared with 101 in fiscal 1996. Revenue for
fiscal 1997 included first time sales of SWU for five reactors under Utility
Services contracts entered into in earlier years and first time sales for four
reactors under new contracts. The average SWU price billed to customers in
fiscal 1997 was $115, a decline of approximately 1% compared to fiscal 1996,
reflecting the trend toward lower prices for new contracts in the highly
competitive uranium enrichment market.

Revenue in fiscal 1997 increased from fiscal 1996 in all geographic areas in
which USEC markets enrichment services. Domestic revenue increased $49.2 million
or 5%, Asian revenue increased $46.2 million or 10%, and European and other
revenue increased $69.6 million, almost double the fiscal 1996 level. In
addition to changes in the timing of customer orders, revenue benefitted from
initial sales for six reactors in the United States, one in Asia, and two in
Europe. Revenue in fiscal 1997 was somewhat affected by the slowdown of
refueling orders for certain reactors in the United States that, for a
substantial portion of the fiscal year, had suspended operations pursuant to NRC
safety directives or extended outages.

Cost of Sales

Cost of sales amounted to $1,162.3 million in fiscal 1997, an increase of
$189.3 million (or 19%) from $973.0 million in fiscal 1996. As a percentage of
revenue, cost of sales amounted to 74% and 69% for fiscal years 1997 and 1996,
respectively. The increase in cost of sales in fiscal 1997 was attributable
mainly to the 14% increase in sales of SWU, higher unit production costs at the
plants and increased purchases under the Russian Contract. SWU production costs
were higher due to unplanned equipment downtime and increased preventive
maintenance activities.

SWU production and related unit production costs in fiscal 1996 were
adversely affected by lower gaseous diffusion production capability and
increased maintenance activities reflecting efforts to restore plant production
to desired levels. Additional costs were incurred in fiscal 1997 from
overfeeding of uranium in the enrichment process at the Portsmouth plant to
partially mitigate lower production capability. In fiscal 1996, production
capability at the Paducah plant was adversely affected by a reduction in
electric power from the power supplier in response to an extended period of
extremely hot weather.

Electric power costs amounted to $530.4 million (representing 59% of
production costs) in fiscal 1997, compared with $486.9 million (representing 55%
of production costs) in fiscal 1996, an increase of $43.5 million (or 9%). The
increase reflects increased power consumption and, at the Portsmouth plant, a
significant decline in power utilization efficiency along with higher demand
charges for firm power. Power utilization efficiency was adversely affected by
production equipment difficulties.

Costs for labor and benefits amounted to $230.1 million in fiscal 1997, an
increase of $20.3 million (or 10%) from $209.8 million in fiscal 1996. The
increase reflects general inflation and higher employment levels.

27
<PAGE> 29

Costs for the future disposition of depleted UF(6) amounted to $72.0 million
in fiscal 1997, a decline of $18.6 million (or 21%) from $90.6 million in fiscal
1996. Costs were lower in fiscal 1997 as the estimated future disposal rate per
kilogram of depleted UF(6) was reduced as a result of revised estimates based on
new proposals from potential disposal companies.

Increased SWU purchases under the Russian Contract and other purchase
contracts also contributed to the higher costs of sales in fiscal 1997.
Purchased SWU represented 23% of the combined produced and purchased supply mix
in fiscal 1997, compared with 16% in fiscal 1996. Unit costs of SWU purchased
under the Russian Contract are substantially higher than USEC's marginal cost of
production. USEC purchased SWU derived from highly enriched uranium, as follows:
1.8 million SWU at a cost of $157.3 million and 1.7 million SWU at a cost of
$144.1 million for the fiscal years 1997 and 1996, respectively. In September
1996, in accordance with the Privatization Act, USEC and Tenex amended the
Russian Contract to eliminate the USEC's obligation to purchase the natural
uranium component after calendar year 1996.

Gross Profit

Gross profit amounted to $415.5 million in fiscal 1997, a decline of $24.3
million (or 6%) from $439.8 million in fiscal 1996. Although revenue increased
in fiscal 1997, gross profit was adversely affected by higher unit production
costs at the plants caused mainly by unplanned equipment downtime and increased
preventive maintenance activities and increased purchases of SWU under the
Russian Contract. Gross profit in fiscal years 1997 and 1996 was also adversely
affected by declines in average prices billed to customers.

Project Development Costs

Project development costs, primarily for the AVLIS project, amounted to
$141.5 million in fiscal 1997, an increase of $37.9 million (or 37%) from $103.6
million in fiscal 1996. The increase reflects planned engineering and
development spending for the future commercialization of the AVLIS uranium
enrichment process and, in fiscal 1997, initial costs incurred in the evaluation
of SILEX. Increased AVLIS spending was attributable to the demonstration of
laser and separator systems and preliminary plant design.

Selling, General and Administrative Expenses

Selling, general and administrative expenses amounted to $31.8 million in
fiscal 1997, a decline of $4.2 million (or 12%) from $36.0 million in fiscal
1996. As a percentage of revenue, selling, general and administrative expenses
amounted to 2.0% and 2.5% in fiscal years 1997 and 1996, respectively. The
decline in fiscal 1997 resulted from a reduction in expenses associated with
Privatization activities and lower consulting and other fees.

Other Income

Other income, net of expenses, amounted to $7.9 million in fiscal 1997, an
increase of $4.0 million (or 103%) from $3.9 million in fiscal 1996. The
increase in fiscal 1997 was attributable to interest earned on payments under
the Russian Contract to be applied against future SWU deliveries and fees earned
on delivery optimization and other customer-oriented distribution programs.

Net Income

Net income amounted to $250.1 million in fiscal 1997, a decline of $54.0
million (or 18%) from $304.1 million in fiscal 1996. As a percentage of revenue,
net income amounted to 16% and 22% for fiscal years 1997 and 1996, respectively.
The decline in fiscal 1997

28
<PAGE> 30

resulted primarily from an increase of $37.9 million in AVLIS development
spending and a lower gross profit margin on sales of SWU.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity and Cash Flow

Net cash flows provided by operating activities amounted to $28.6 million in
the first quarter of fiscal 1999, compared with $83.1 million in the first
quarter of fiscal 1998. Excluding the special deferred income tax benefit, cash
flow in the first quarter of fiscal 1999 reflects lower net income as well as an
increase of $26.9 million in inventories and cash payments of $8.9 million for
costs and expenses relating to the Privatization incurred prior to the IPO. Net
cash flows provided by operating activities in the first quarter of fiscal 1998
had been reduced by an advance payment of $60.0 million to DOE for electric
power and had been increased by a reduction of $27.9 million in inventories and
advances of $14.1 million from customers.

Net cash flows provided by operating activities amounted to $73.3 million in
fiscal 1998, compared with $356.1 million in fiscal 1997. Cash flow in fiscal
1998 was reduced by an increase of $142.5 million in inventories, the decline of
$103.8 million in net income compared with fiscal 1997, and payments of $66.0
million in fiscal 1998 to DOE relating to the disposition of depleted UF(6),
partly offset by an increase of $64.4 million in payables to the Russian
Federation for purchases of SWU. In fiscal 1997, the net increase of $50.1
million in payments under the Russian Contract reflected a payment of $100.0
million in December 1996 under the Russian Contract for future deliveries of SWU
in calendar years 1998 and 1999.

Net cash flows provided by operating activities amounted to $356.1 million
in fiscal 1997, a significant increase over $119.7 million in fiscal 1996. The
increase resulted primarily due to a reduction of $97.6 million in customer
trade receivables in fiscal 1997 from changes in the timing of customer
collections and the collection of $29.4 million from DOE for reimbursable
regulatory compliance activities, partially offset by the decline of $54.0
million in net income compared with fiscal 1996. As a supplementary activity in
support of the Russian Contract, USEC paid $100.0 million in each of fiscal
years 1997 and 1996 as credits for future deliveries of SWU under the Russian
Contract.

Capital expenditures relating primarily to plant improvements amounted to
$5.7 million in the first quarter of fiscal 1999, compared with $5.9 million in
the first quarter of fiscal 1998.

Capital expenditures relating primarily to plant improvements amounted to
$36.5 million, $25.8 million and $15.6 million in fiscal years 1998, 1997 and
1996, respectively. Capital expenditures in fiscal 1998 consist principally of
replacement equipment and upgrades to the steam plant and cooling towers.
Capital expenditures in fiscal years 1997 and 1996 consisted principally of
upgrades to the steam plant and cooling towers, improvements to the enriched
product withdrawal facilities, process inventory control systems, cylinder
storage facilities and purchases of capital equipment.

The Exit Dividend paid to the U.S. Treasury in July 1998 amounted to
$1,709.4 million.

Dividends paid to the U.S. Treasury amounted to $120.0 million in each of
the fiscal years 1998, 1997 and 1996. Pursuant to the Privatization Act, in
December 1996, USEC transferred to DOE the natural uranium component of low
enriched uranium from highly enriched uranium purchased under the Russian
Contract at a cost of $86.1 million in fiscal

29
<PAGE> 31

1996 and $74.3 million in fiscal 1997. As a result of the transfer, the total
purchase cost of $160.4 million, including related shipping charges, was
recorded as a return of capital.

On November 10, 1998 the Board of Directors of USEC Inc. declared the first
regular quarterly dividend payment of $.275 per share, payable December 15, 1998
to shareholders of record as of November 25, 1998. An annualized dividend of
$1.10 per common share was indicated in the IPO Prospectus dated July 22, 1998.
During 1999, USEC anticipates dividend payment dates of March 15, June 15,
September 15 and December 15.

Net working capital amounted to $766.6 million at September 30, 1998. USEC
has provided extended payment terms to an Asian customer with respect to an
overdue trade receivable of $36.5 million at September 30, 1998. Interest is
earned on the unpaid balance, and the trade receivable has been secured by an
irrevocable letter of credit with payment scheduled for February 27, 1999.

AVLIS Project Expenditures

AVLIS deployment is estimated to cost $2.5 billion from fiscal 1999 through
fiscal 2007, of which $700.0 million is expected to be spent during the
performance demonstration, design and licensing phase and $1.8 billion during
the procurement, construction and startup phase.

Actual AVLIS expenditures may vary from this estimate based on the results
of development and demonstration activities or on account of changes in business
conditions, regulatory requirements and the timing of NRC licensing, costs of
construction labor and materials, the market for uranium enrichment services,
and USEC's cost of capital.

Capital Structure and Financial Resources

USEC expects that its cash, internally generated funds from operating
activities, and available financing sources including borrowings under the
Credit Facility (described below), will be sufficient to meet its obligations as
they become due and to fund operating requirements of the plants, purchases of
SWU under the Russian Contract, capital expenditures and discretionary
investments, AVLIS expenditures in the near term and the quarterly dividend.

USEC borrowed $550.0 million at the time of the IPO, pursuant to a credit
facility comprised of three tranches (the "Credit Facility"). Tranche A is a
364-day revolving credit facility for $400.0 million. Tranche B is a 364-day
revolving credit facility for $150.0 million which is convertible, at USEC's
option, into a one-year term loan. USEC borrowed $550.0 million under Tranche A
and Tranche B, transferred $500.0 million of such proceeds to the U.S. Treasury
as part of the Exit Dividend of $1,709.4 million and retained $50.0 million in
cash. The third tranche, Tranche C, is a five-year revolving credit facility for
$150.0 million for working capital and general corporate purposes. Borrowings,
net of repayments, amounted to $565.0 million from July 28 to September 30,
1998. Borrowings under the Credit Facility bear interest at a rate equal to, at
USEC's option (i) the London Interbank Offered Rate ("LIBOR") plus an
"Applicable Eurodollar Margin," or (ii) the Base Rate (as defined). The
Applicable Eurodollar Margin is based on USEC's credit rating.

The Credit Facility requires USEC to comply with certain financial
covenants, including a minimum net worth and a debt to total capitalization
ratio, as well as other customary conditions and covenants. The Credit Facility
restricts borrowings by USEC subsidiaries to a maximum of $100.0 million. The
failure to satisfy any of the covenants would constitute an event of default.
The Credit Facility also includes other customary events of default,

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<PAGE> 32

including without limitation, nonpayment, misrepresentation in a material
respect, cross-default to other indebtedness, bankruptcy and change of control.

The total debt-to-capitalization ratio as adjusted to include short-term
debt was 33% at September 30, 1998.

ENVIRONMENTAL MATTERS

In addition to costs for the future disposition of depleted UF(6), USEC
incurs operating costs and capital expenditures for matters relating to
compliance with environmental laws and regulations, including the handling,
treatment and disposal of hazardous, low-level radioactive and mixed wastes
generated as a result of its operations. Operating costs relating to such
environmental compliance were $25.4 million, $24.9 million and $30.4 million and
capital expenditures relating to environmental matters were $4.4 million, $1.8
million and $3.5 million for fiscal years 1998, 1997 and 1996, respectively. In
fiscal years 1999 and 2000, USEC expects its operating costs and capital
expenditures for such compliance to remain at about the same levels as in fiscal
1998. Costs accrued for the future treatment and disposal of depleted UF(6)
produced from its operations were $55.7 million in fiscal 1998. USEC expects
that costs relating to the future treatment and disposal of depleted UF(6) will
be lower in fiscal 1999.

USEC paid $50.0 million to DOE in June 1998 in consideration for DOE
assuming responsibility for a certain amount of depleted UF(6) generated by USEC
from the privatization date to 2005.

Environmental liabilities associated with the plant operations prior to the
date of the IPO are the responsibility of DOE or the U.S. Government, except for
liabilities relating to certain identified wastes stored at the plants.
Environmental liabilities associated with the decontamination and
decommissioning of the plants are generally the responsibility of DOE, except
for additional costs, if any, as a result of USEC's operations.

IMPACT OF YEAR 2000 ISSUE

The Year 2000 issue exists because many software and embedded systems
(defined below), which use only two digits to identify a year in a date field,
were developed without considering the impact of the upcoming change in the
century. Some of these systems are critical to USEC's operations and business
processes and could fail or function inaccurately if not repaired or replaced
with Year 2000 ready products. Software and embedded systems will be Year 2000
ready when such systems are replaced or remediated to perform essential
functions accurately and without failure. Software is computer programming that
has been developed by USEC for its own use (in-house software) and purchased
from vendors (vendor software). Embedded systems refer to both computing
hardware and other electronic monitoring, communications, and control systems
that have microprocessors.

USEC has designed and begun implementation of a Year 2000 project which
focuses on systems that are critical to its business. The failure of such
critical systems would directly and adversely affect USEC's ability to generate
or deliver products and services or otherwise affect revenue, safety, or
reliability for a period of time as to lead to unrecoverable consequences. USEC
has adopted a phased approach for critical systems to address the Year 2000
issue. The phases include:

- a company-wide inventory, in which critical systems were identified;

- assessment, in which critical systems were evaluated as to their readiness
to operate in the Year 2000;

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<PAGE> 33

- remediation, in which critical systems that are not Year 2000 ready are
upgraded by modification or replacement;

- testing, in which remediation is validated by checking the ability of
critical systems to operate within the Year 2000 time frame; and

- certification, in which systems are formally acknowledged to be Year 2000
ready and acceptable for operation.

The Year 2000 project is proceeding on schedule. The inventory and
assessment phases have been completed, and critical systems have been
identified. Other software that requires Year 2000 remediation may be included
during the assessment, remediation, and testing phases. The identified,
critical, in-house and vendor software is in the process of being remediated,
with completion expected by April 1999. USEC expects to complete the testing and
certification phases by April 1999.

Remediated software and embedded systems will be tested both for ability to
handle Year 2000 dates, including leap year, and to assure that repair has not
affected functionality. Software and embedded systems are being tested
individually and where necessary will be tested in an integrated manner with
other systems, with dates advanced to simulate the Year 2000. All systems will
be tested to reduce risk, but testing cannot comprehensively address all future
combinations of dates and events.

USEC depends on external parties, including electric power utilities,
customers, suppliers, government agencies, and financial institutions, to
reliably deliver products and services. To the extent that external parties
experience Year 2000 problems, the demand for and the reliability of USEC's
services may be adversely affected. USEC has adopted a phased approach to
address external parties and the Year 2000 issue. The phases include:

- inventory, in which critical business relationships are identified;

- action planning, in which a series of actions and a time frame for
monitoring expected compliance status is developed;

- assessment, in which the likelihood of external party Year 2000 readiness
is evaluated; and

- contingency planning, in which plans are made to deal with the potential
failure of an external party to be Year 2000 ready.

Additional critical relationships may be entered into or included.
Assessment of Year 2000 readiness of external parties will continue through
calendar year 1999.

In January 1999, USEC plans to assess the progress of Year 2000 remediation
efforts internally and externally to determine the scope of contingency planning
necessary to reduce the risk. If the remediation schedule lags and cannot meet
certain milestones, a contingency planning process would begin, and contingency
plans would be implemented if a remediated system does not become available by
the date it is needed. USEC also plans to develop contingency plans for the
potential failure of critical external parties to address their Year 2000
issues.

USEC recognizes that, given the complex interaction of computing and
communication systems, it is not possible to be certain that all efforts to have
all critical systems Year 2000 ready will be successful. Irrespective of the
progress of the Year 2000 project, USEC is preparing contingency plans, which
will take into account the possibility of multiple system failures, both
internal and external, due to Year 2000 effects.

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<PAGE> 34

There can be no assurance that such programs will identify and cure all
software problems, or that entities on whom USEC relies for certain services
integral to its business, such as the electric power suppliers, will
successfully address all of their software and systems problems in order to
operate without disruption in 2000.

USEC expects its costs for software modifications and systems upgrades to
resolve Year 2000 issues will amount to $14.0 million, of which $5.8 million had
been incurred at September 30, 1998. Pursuant to USEC's financial accounting and
reporting policies, purchased hardware and software costs are capitalized, and
implementation costs, including consultants' fees, are charged against income as
incurred.

POWER PURCHASES, CHANGING PRICES AND INFLATION

The plants require substantial amounts of electricity to enrich uranium.
USEC purchases firm and non-firm power to meet its production needs. Production
costs would increase to the extent that the market prices of non-firm power,
which represented 29% of the fiscal 1998 power needs, and firm power, which
represented 71% of the fiscal 1998 power needs, were to rise. In addition, the
prices that USEC pays for firm power could increase if there were additional
regulatory costs or unanticipated equipment failures at the power plants
supplying the firm power to the plants. USEC is exploring a number of
alternatives to reduce its exposure to market-priced power at the Paducah plant
during next summer and future periods, including negotiations to procure power
at acceptable prices and reducing production levels at the Paducah plant during
affected periods. There can be no assurance that USEC will be successful in
reducing such exposure, including through the procurement of power at acceptable
prices to economically operate the Paducah plant during the affected periods.

A majority of the contracts generally provide for prices that are subject to
adjustment for inflation. In recent years, inflation has not had a significant
impact on USEC's operations, and unless inflation increases substantially, it is
not expected to have a material effect.

RECENTLY ISSUED ACCOUNTING STANDARDS

In June 1998, the Financial Accounting Standards Board issued and USEC
adopted Statement of Financial Accounting Standards No. 133, "Accounting for
Derivative Instruments and Hedging Activities." Adoption of the standards did
not have a material effect on the financial statements for fiscal 1998.

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<PAGE> 35

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Financial instruments are reported on the balance sheet at September 30,
1998, and include cash, cash equivalents, accounts receivable and payable,
certain accrued liabilities, payables under the Russian Contract, and
variable-rate debt, the carrying amounts for which approximate fair value at
September 30, 1998.

The balance sheet carrying amounts and related fair values at September 30,
1998, of USEC's debt obligations that are sensitive to changes in interest rates
follow:

<TABLE>
<CAPTION>
SEPTEMBER 30, 1998
----------------------------
BALANCE SHEET
CARRYING AMOUNT FAIR VALUE
--------------- ----------
(MILLIONS)
<S> <C> <C>
Variable Rate Debt:
Short-term debt................................... $265.0 $265.0
Long-term debt.................................... 300.0 300.0
------ ------
$565.0 $565.0
====== ======
</TABLE>

The repayment schedule of debt obligations, based on the ultimate maturity
dates available under the Credit Facility, and the related variable interest
rates based on implied forward rates in the yield curve as of September 30,
1998, follow:

<TABLE>
<CAPTION>
MATURITY DATE
---------------------------------
JULY 1999 JULY 2000 JULY 2003
--------- --------- ---------
<S> <C> <C> <C>
Variable Rate Debt:
Short-term debt................................ $265.0 $ -- $ --
Long-term debt................................. -- 150.0 150.0
------ ------ ------
$265.0 $150.0 $150.0
====== ====== ======
Variable Interest Rate.............................. 5.6% 5.8% 6.6%
</TABLE>

USEC plans to refinance all or a portion of the borrowings under the Credit
Facility with funds raised in the public or private security markets, including
proceeds from this offering.

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<PAGE> 36

INDUSTRY OVERVIEW

THE ENRICHMENT PROCESS

Overview

As found in nature, uranium consists of three isotopes, the two principal
ones being uranium-235 ("U(235)") and uranium-238 ("U(238)"). U(238) is the more
abundant but is not fissionable. U(235) is the fissionable isotope, but its
concentration in natural uranium is only about .711% by weight. Light water
nuclear reactors, which are operated by most nuclear utilities in the world
today, require low enriched uranium fuel with a U(235) concentration in the
range of 3% to 5% by weight. Uranium enrichment is the process by which the
concentration of U(235) is increased to that level.

Two existing commercial technologies are currently used to enrich uranium
for nuclear power plants -- the gaseous diffusion process and the gas centrifuge
process. The gaseous diffusion process involves the passage of uranium
hexafluoride ("UF(6)") in a gaseous form through a series of filters (or porous
barrier). UF(6) is continuously enriched in U(235) as it moves through the
process. Because U(235) is lighter, it passes through the barrier more readily
than does U(238), resulting in a gaseous uranium that is enriched in U(235), the
fissionable isotope. The gaseous diffusion process is power-intensive, requiring
significant amounts of electricity to push the UF(6) through the filters. The
other enrichment process, gas centrifuge, is significantly less power intensive
than the gaseous diffusion process. It employs rapidly spinning cylinders
containing UF(6) to separate the fissionable U(235) isotope from the
non-fissionable U(238).

SWU

The standard of measure of effort or service in the uranium enrichment
industry is separative work units or SWU. A SWU is the amount of work or effort
that is required to transform a given amount of natural uranium feed stock
(UF(6)) into two streams of uranium, one enriched in the U(235) isotope and the
other depleted of the U(235) isotope. Prices for enrichment services are based
upon SWU, and the enrichment capacity of suppliers and the enrichment
requirements of nuclear utilities are also denominated in SWU.

Overfeeding/Underfeeding

SWU (and the related electricity required for enrichment) and natural
uranium are, to a certain extent, interchangeable in the process to create
enriched uranium. USEC can either feed more natural uranium into the enrichment
process, a mode of operation called "overfeeding," or feed less uranium into the
enrichment process, a mode of operation called "underfeeding." Overfeeding is
economical if the costs associated with using and disposal of additional natural
uranium are lower than the cost of the electricity used to produce the
additional enriched uranium. Underfeeding is economical if the cost of the
additional electricity required is lower than the savings from the use of less
natural uranium and its related disposal costs. Underfeeding serves to stockpile
the inventory of natural uranium which, if not needed for production, can be
sold.

THE NUCLEAR FUEL CYCLE

Electric utilities with light water nuclear reactors require fissionable
uranium. It is the act of fission which releases the necessary heat required to
produce steam for the turbines which generate electricity. The provision of
uranium enrichment services, the process by which the concentration of the
fissionable isotope U(235) in natural uranium is increased to levels suitable
for commercial use, is one vital step in the nuclear fuel cycle as depicted in
the diagram below. Utilities typically obtain natural uranium as uranium ore
concentrate

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<PAGE> 37

from a mining and milling company or other natural uranium supplier. Utilities
arrange to have the uranium ore concentrate converted to UF(6) at one of several
converters located around the world. The UF(6) is delivered to an enrichment
services provider, such as USEC, for enrichment in U(235). The enriched uranium
then is transported to a nuclear fuel fabricator to have the enriched UF(6)
converted into uranium dioxide pellets for fabrication into fuel elements
suitable for use in nuclear reactors.

[GRAPHIC]

Commercial Nuclear Fuel Cycle.

TEXT: Enrichment is one of a series of steps required to prepare naturally
occurring uranium for use as nuclear fuel.

GRAPHIC: Picture of a mine/mill with text "Uranium Mines & Mills", arrow
pointing to picture of buildings with text "U(3)O(8) Conversion to UF6", arrow
pointing to circle with text in top half of circle "USEC - Only domestic source"
with arrow pointing to picture of storage tanks with text "Depleted Uranium
Stockpile (Tails)" and text in bottom half of circle "U-235 Enrichment" with
arrow pointing to a building with text "Conversion to UO(2) & Fabrication of
Fuel Assemblies", arrow pointing to reactor with text "Light Water Reactor", and
arrow pointing to facility with text "Waste Storage/Disposal Facility".

PROVIDERS OF ENRICHMENT SERVICES

There are currently four major uranium enrichment suppliers worldwide: USEC,
Tenex, Eurodif and Urenco.

- Tenex is an entity of the Russian government.

- Eurodif is a multinational consortium controlled by the French government.
Other participants in the consortium include the Spanish, Belgian, Italian
and Iranian governments.

- Urenco is a consortium owned one-third by the British government,
one-third by the Dutch government and one-third by two German utilities.

- Japan Nuclear Fuels Limited ("JNFL") and a Chinese state-owned enrichment
supplier are smaller providers that primarily serve their respective
domestic markets.

A relatively small spot market exists for uranium enrichment services. The
spot market developed in the mid-1980s both as a result of utilities reselling
SWU that they were contractually required to purchase for reactors that were
canceled or delayed and SWU sales from the former Soviet Union. By the early
1990s, however, the spot market had declined in importance. The elimination of
utilities' excess inventories and the impact of trade restrictions and market
practices in certain countries have restricted sales from states of the former
Soviet Union into these markets. In 1997, the spot market supplied less than 2%
of the total world market for enrichment services.

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<PAGE> 38

In addition to the primary uranium enrichment suppliers, other sources of
enriched uranium exist. The principal source is low enriched uranium derived
from highly enriched uranium obtained from dismantled United States and Russian
nuclear weapons and military stockpiles. As the Executive Agent to the U.S.
Government under the Russian Contract, USEC purchases the uranium enrichment
component of highly enriched uranium recovered from dismantled Russian nuclear
weapons. USEC has also received transfers of highly enriched uranium from the
U.S. Government. Russia has significant supplies of highly enriched uranium from
dismantled weapons and military stockpiles; however, future disposition plans
for this highly enriched uranium are unknown.

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BUSINESS

OVERVIEW

USEC, a global energy company, is the world leader in the production and
sale of uranium fuel enrichment services for commercial nuclear power plants.
USEC currently has approximately a 75% share of the North American uranium
enrichment market and approximately a 40% share of the world market. Uranium
enrichment is a critical step in transforming natural uranium into fuel for
nuclear reactors to produce electricity. USEC enriches uranium utilizing the
gaseous diffusion process at two plants located in Paducah, Kentucky and near
Portsmouth, Ohio. USEC's fiscal 1998 revenue was $1.4 billion and its pre-tax
income, before special charges, was $192.9 million. USEC's pro forma net income,
before special charges, for fiscal 1998 was $97.3 million. The pro forma
adjustments primarily reflect a provision for federal, state and local income
taxes and interest expense.

Generally, USEC's contracts with its customers are "requirements" contracts
whereby the customer is obligated to purchase a specified percentage of its
enriched uranium requirements from USEC. Consequently, USEC's annual sales are
dependent upon the customers' requirements for USEC's services, which are driven
by nuclear reactor refueling schedules, reactor maintenance schedules,
customers' considerations of costs, and regulatory actions. Based on customers'
estimates of their requirements, at September 30, 1998, USEC had long-term
requirements contracts with utilities to provide uranium enrichment services
aggregating approximately $3.6 billion through fiscal 2001 and $7.0 billion
through fiscal 2009, compared with $7.8 billion at September 30, 1997.

STRATEGY

USEC's goal is to continue to be the world's leading supplier of uranium
fuel enrichment services and to diversify over time into related strategic
businesses that will contribute to USEC's growth and profitability. To achieve
its goal, USEC intends to focus on the following:

Aggressively Pursue Sales Opportunities

USEC has implemented a strategy designed to both increase sales to existing
customers, many of whom currently buy less than 100% of their requirements from
USEC (typically 70%), and to add new customers. Flexible contract terms have
replaced standardized DOE contracts. Moreover, USEC has increased its attention
to customer service, product quality and reliability. Management has implemented
a variety of private-sector marketing principles which emphasize responsiveness
to the needs of individual customers. In addition, USEC is committed to
capitalizing on its reputation as a reliable and timely supplier and to
delivering superior customer service. USEC has actively worked to reduce
delivery times and has implemented an electronic order service system to
facilitate management of customer orders and tracking of inventory.

Improve Operating Efficiencies

USEC plans to continue to improve operating efficiencies by implementing a
rigorous cost management program. A cornerstone of this program is USEC's
commitment to continually investigate opportunities to purchase low-cost power
and to seek the most efficient use of power to minimize the cost of power per
SWU produced. USEC has also adopted cost containment goals intended to be
achieved through improved power utilization, increased SWU production per labor
hour, and other material and service cost reductions. USEC is committed to
containing operating costs while ensuring continued compliance with health,
safety and environmental standards.

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<PAGE> 40

Commercialize AVLIS Technology

USEC plans to complete the development and commence commercialization of the
next generation of uranium enrichment technology, AVLIS, which uses lasers to
enrich uranium. AVLIS should permit USEC to remain one of the lowest cost
suppliers of uranium enrichment services and enhance its competitive position.
USEC believes that it will be able to deploy a full-scale AVLIS facility in the
fiscal 2006-2007 time frame. In addition, it is possible that the AVLIS
technology may have applications in the medical, precision tool and
semiconductor industries which USEC may elect to explore either on its own or
through licensing arrangements. As AVLIS is being brought on line for
production, the plant facilities and AVLIS are expected to operate
simultaneously. USEC expects AVLIS to be able to displace some or all of the
production of the plants; however, USEC will evaluate issues such as market
demand and other supply sources prior to making any decisions with respect to
the plants.

Diversify Over the Longer Term

USEC intends to diversify its business over time into related strategic
businesses that will contribute to USEC's growth and profitability. This
strategy could result in USEC becoming involved in other phases of the nuclear
fuel cycle that draw on its knowledge of the nuclear industry. Although USEC has
not identified any acquisitions or strategic alliances, it intends to pursue
appropriate opportunities which, among other criteria, are expected to:

- offer a favorable balance with respect to market potential and manageable
market entry risk;

- broaden USEC's operating base beyond its core business in ways that allow
for the leveraging of its core competencies;

- diversify risk by being counter-cyclical to existing business;

- earn returns in excess of certain financial benchmarks including USEC's
cost of capital; and

- add to earnings within a reasonable period of time.

SALES AND MARKETING

One of USEC's top priorities has been to obtain additional commitments from
existing customers and to add new customers. In pursuing this priority, USEC has
initiated a flexible approach to both pricing and service, including shortening
customer order lead times and introducing systems to manage natural uranium
provided by customers. USEC has also begun implementing a variety of initiatives
designed to improve customer service.

USEC has contracts with approximately 60 nuclear utility customers operating
about 270 nuclear reactors located in 14 countries. USEC provides enrichment
services to about 170 of these reactors. Domestic customer purchases accounted
for 63% of USEC's fiscal 1998 revenue and purchases from foreign customers
represented 37%. The proportion of annual revenue generated from domestic and
foreign customers is expected to remain relatively constant through the end of
the decade.

As a part of its marketing strategy, USEC endeavors to differentiate its
services from those of its competitors. In this regard, USEC believes that in
making their purchasing decisions, utilities consider the price of enrichment
services to be the most significant factor. Issues of reliability, product
quality and customer service are also important. USEC believes that it offers
competitive prices and that it delivers superior customer service. In addition,

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<PAGE> 41

USEC has a strong reputation as a reliable long-term supplier of enrichment
services. Consequently, USEC's marketing strategy includes efforts to educate
utilities to associate the combination of these positive features -- competitive
pricing, customer service, reliability -- with the "USEC" name. USEC believes
that this name "branding" strategy will help differentiate its services from
those of its competitors and enhance its position as the industry leader.

No one customer accounted for more than 10% of USEC's fiscal 1998 revenue.
USEC's 10 largest customers, which collectively represented 44% of its fiscal
1998 revenue, included:

- Arizona Public Service Company;

- Carolina Power and Light Company;

- Commonwealth Edison Company;

- Duke Power Company;

- The Kansai Electric Power Company, Incorporated (Japan);

- PECO Energy Company;

- Southern Nuclear Operating Co.;

- Taiwan Power Company;

- Tennessee Valley Authority; and

- Tokyo Electric Power Company, Inc.

USEC has provided extended payment terms to an Asian customer with respect
to an overdue trade receivable of $36.5 million at September 30, 1998. Interest
is earned on the unpaid balance, and the trade receivable has been secured by an
irrevocable letter of credit with payment scheduled for February 27, 1999.

CUSTOMER CONTRACTS AND PRICING

Overview

In excess of 95% of enrichment services are provided by primary suppliers
selling directly to utilities under multi-year contracts. While some of these
contracts are for fixed quantities, the vast majority are "requirements"
contracts. Under a requirements contract, enrichment services are provided as
and when needed. The amount of enrichment services actually purchased,
therefore, depends on a number of factors including the capacity and performance
of the reactor. Under this type of contract, the supplier receives the benefit
of increases and assumes the risk of reductions in demand. Transactions are few
in number but large in size, with a typical contract exceeding $50 million in
value. Purchasing strategies tend to differ by utility size, region of the world
and the relative value placed upon reliability, price and flexibility. There is
an emerging trend among utilities to divide their purchases among several
shorter-term contracts and stagger their renegotiations, thereby giving
themselves maximum flexibility to respond to the market.

USEC currently provides enrichment services to customers under two types of
requirements contracts.

- "Utility Services Contracts" are the uniform contracts that were
transferred to USEC by DOE on July 1, 1993 (the "Transition Date").

- "New Contracts" are (1) contracts negotiated or renegotiated by USEC with
existing and new customers since the Transition Date that have been
tailored to meet the

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<PAGE> 42

particular needs of individual customers and (2) certain Utility Services
Contracts that have been substantially amended since the Transition Date.

A majority of USEC's customers has transitioned from older Utility Services
Contracts or equivalent contracts to New Contracts.

Utility Services Contracts

As originally executed by DOE and certain customers in 1984, the Utility
Services Contracts have a term of 30 years. There were 24 Utility Services
Contracts at September 30, 1998; however, pursuant to options granted by DOE in
the Utility Services Contracts or otherwise, many of these customers have
terminated their purchase obligations for fiscal 1999 and beyond. USEC believes
that a majority of the customers that terminate their purchase obligations under
Utility Services Contracts will enter into New Contracts with USEC.

New Contracts

USEC's New Contracts are also primarily requirements contracts. The New
Contracts have been individually negotiated with each utility. This has allowed
USEC to tailor the economic, legal and operational terms in response to specific
customer needs. The terms of the New Contracts have been in the range of 3 to 11
years and such contracts typically do not contain advance termination
provisions. Terms contained in the New Contracts include:

- establishment of accounts for customer-owned natural and enriched uranium;

- allocation of financial responsibility for taxes and future regulatory
charges;

- limitation of liability for damages; and

- protection against liability to third parties arising from nuclear
incidents.

Additionally, consistent with USEC's goal of providing maximum flexibility to
customers, many New Contracts contain options, tailored to each customer's
particular needs, that permit customers to increase and decrease the percentage
of requirements purchased from USEC in specific years.

USEC believes that its willingness to provide flexible contract terms has
been instrumental in its ability to successfully compete for and capture open
demand. USEC also believes that the advent of shorter contract terms is an
industry-wide phenomenon. Utilities have been experiencing rapid changes in
their industry and have been less willing to enter into extended obligations.
This trend toward shorter contract terms requires that USEC, as well as its
competitors, pursue new sales with greater frequency. The general effect of this
is to increase the level of competition among uranium enrichment suppliers for
new SWU commitments.

Calculation of Backlog

Under both types of contracts, customers are required to provide non-binding
estimates of their SWU requirements to facilitate USEC's ability to forecast
production requirements and revenue. Backlog is the aggregate dollar amount of
enrichment services that USEC expects to sell pursuant to its multi-year
requirements contracts with utilities. USEC expects most customers with Utility
Services Contracts to exercise their right to terminate commitments in years
2003 through 2008.

Pricing

Uranium enrichment services are priced based upon SWU. Historically, the
U.S. Government established a uniform price under long-term SWU contracts. This
price was

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required by law to be based upon a recovery of the U.S. Government's costs in
producing SWU and was subject to annual adjustment.

The base price of the Utility Services Contracts transferred to USEC on the
Transition Date was $125 per SWU (the "Base Price"). USEC has not increased the
price under contracts transferred from DOE, and as of September 30, 1998 the
price remained $125 per SWU. USEC's Base Price is generally applicable to 70% of
requirements purchased by customers under Utility Services Contracts. This Base
Price may be adjusted upward or downward by USEC with 180 days' notice so long
as it does not exceed a ceiling charge established under a formula in the
Utilities Services Contracts. In each of fiscal years 1997 and 1998, the average
price billed to USEC's customers under the Utility Services Contracts and New
Contracts was approximately $115 per SWU.

Currently, although SWU is essentially a commodity product, there are no
standard indices in the long-term SWU market and contracts are entered into on a
confidential basis. New SWU prices under long-term contracts are influenced by
supply and demand dynamics in the market. Prices for uranium enrichment services
under the New Contracts are negotiated. They are influenced by the volume and
timing of the customer's open SWU commitments, perceptions of future market
prices and the variety of options and operational flexibility required. New
Contracts provide for prices that are significantly lower than the current Base
Price under the Utility Services Contracts, reflecting current market
conditions. New Contracts generally provide that prices are subject to
adjustment upward or downward for inflation based on the U.S. Department of
Commerce inflation index and, subject to certain limitations, for cost increases
incurred by USEC resulting from changes in regulatory requirements.

RUSSIAN CONTRACT

Overview

USEC has been designated by the U.S. Government to act as its Executive
Agent in connection with a government-to-government agreement between the United
States and the Russian Federation relating to the acquisition of low enriched
uranium derived from highly enriched uranium recovered from dismantled nuclear
weapons from the former Soviet Union. In January 1994, USEC signed a commercial
agreement (the "Russian Contract") with Tenex, Executive Agent for Minatom,
which, in turn, is the Executive Agent for the Russian Federation. Under the
contract, USEC expects to purchase up to approximately 92 million SWU contained
in low enriched uranium over a 20-year period according to a specified schedule.
The low enriched uranium will be derived from up to 500 metric tons of highly
enriched uranium being blended down in Russia to a level suitable for commercial
power reactor fuel.

In April 1997, USEC entered into a memorandum of agreement (the "Executive
Agent MOA") with the United States Department of State and DOE whereby USEC
agreed to continue to serve as the U.S. Executive Agent following the
Privatization. Under the terms of the government-to-government agreement and the
Executive Agent MOA, USEC can be terminated, or resign, as U.S. Executive Agent
upon the provision of 30 days' notice. In the event of termination or
resignation, USEC would have the right and the obligation to purchase SWU that
is to be delivered during the calendar year of the date of termination and the
following calendar year. The Executive Agent MOA also provides that the U.S.
Government can appoint alternate or additional executive agents to carry out the
government-to-government agreement.

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SWU Component of Russian Low Enriched Uranium from Highly Enriched Uranium

USEC ordered 4.4 million SWU in calendar 1998, of which 2.5 million SWU had
been delivered as of October 31, 1998. Delivery of the remaining SWU ordered for
delivery in calendar 1998 has been delayed, and USEC currently does not
anticipate receiving this material prior to the end of this calendar year. In
addition, USEC has ordered 5.5 million SWU for delivery in calendar 1999. USEC
has committed to order up to 5.5 million SWU in each of the calendar years 2000
and 2001. The quantities and prices for SWU purchases under the Russian Contract
through 2001 have been set. Prices for SWU delivered in 1999, 2000 and 2001 are
subject to adjustment based on U.S. inflation. The contract provides that the
parties will meet in 2000 and may at that time agree on quantities and prices
for the five years beginning in 2002. USEC expects to purchase 5.5 million SWU
in each of the years following 2001 during the remaining term of the Russian
Contract.

The cost of Russian SWU is substantially higher than USEC's marginal cost of
producing SWU at the plants. Although USEC presently can resell the Russian SWU
for more than USEC is paying, such sales are less profitable than sales of SWU
produced at the plants. Nevertheless, as the only U.S. provider of enrichment
services today and as a result of its strong technical capability, backlog and
financial position, USEC believes that it is uniquely positioned to act as U.S.
Executive Agent under the Russian Contract. USEC believes it can best integrate
this additional supply of enrichment services into the market in a manner that
minimizes market disruption and ensures the reliability and continuity of
economic supply to electric utilities.

USEC pays for the SWU delivered under the Russian Contract within 60 days
after delivery. To facilitate and support the Russian Federation's
implementation of the contract, however, USEC made advance payments to Tenex of
$60 million in calendar year 1994 and $100 million in each of calendar years
1995 and 1996. USEC credits advance payments, up to $50 million per year,
against half of the SWU value in each delivery received and makes cash payments
for the remaining portion. As of September 30, 1998, $210.0 million of the
$260.0 million in advance payments had been credited against SWU purchased. From
inception of the Russian Contract to September 30, 1998, USEC purchased 8.5
million SWU derived from 46.4 metric tons of highly enriched uranium at an
aggregate cost of $715.6 million, including related shipping charges.

Natural Uranium Component of Russian Highly Enriched Uranium

The Russian Contract as originally executed in 1994 obligated USEC to
purchase the natural uranium component of low enriched uranium deliveries.
However, USEC and Tenex amended the contract in 1996 in accordance with the
Privatization Act to provide that, with respect to all low enriched uranium
deliveries under the contract after January 1, 1997, USEC would transfer the
natural uranium component of such deliveries to Tenex. Consequently, since
January 1997, USEC has purchased, and has committed to purchase in the future,
only the SWU component of low enriched uranium delivered by Tenex under the
contract. With respect to deliveries in calendar years 1995 and 1996, as
directed by the Privatization Act, USEC purchased both the SWU and natural
uranium components and transferred the natural uranium component to DOE in
December 1996.

NATURAL URANIUM AND HIGHLY ENRICHED URANIUM FROM DOE

Under the Privatization Act, DOE transferred to USEC title to 50 metric tons
of highly enriched uranium. The 50 metric tons of highly enriched uranium
represents 3.4 million SWU and 5,000 metric tons of natural uranium. USEC is
responsible for costs related to the blending of the highly enriched uranium
into low enriched uranium, as well as certain

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transportation, safeguards and security costs. USEC received the 7,000 metric
tons of natural uranium in April 1998 and anticipates receiving the 50 metric
tons of highly enriched uranium over the period September 1998 to September
2003. The Privatization Act places certain limits on the ability of USEC to
deliver this material for commercial use in the United States. In particular,
USEC may not deliver for use in the United States (1) more than 10% of the
uranium in any calendar year, or (2) more than 800,000 SWU contained in low
enriched uranium in any calendar year.

In May 1998, USEC also received an additional 3,800 metric tons of natural
uranium and 45 metric tons of low enriched uranium to settle DOE's liabilities
for nuclear safety upgrade costs and to satisfy certain other remaining
obligations of DOE to USEC. The 45 metric tons of low enriched uranium represent
280,000 SWU and 453 metric tons of natural uranium. USEC may not deliver such
uranium for commercial use in the United States over less than a four-year
period.

At September 30, 1998, USEC had inventories of 11.1 million SWU and 29,000
metric tons of natural uranium. These inventories include 3.4 million SWU and
5,000 metric tons of natural uranium contained in 50 metric tons of highly
enriched uranium scheduled to be delivered to USEC by DOE over the period
September 1998 to September 2003.

The average annual price in the spot market for a kilogram of uranium as
UF(6), based on month-end data, was:

- $32.38 for the period January to September 1998;

- $37.10 in 1997;

- $46.71 in 1996;

- $35.59 in 1995;

- $29.66 in 1994; and

- $30.59 in 1993.

Depending on customer requirements and other factors, USEC expects to retain
the equivalent of approximately 5,000 metric tons of natural uranium to meet
ongoing operational requirements. USEC anticipates selling the remaining
inventory of natural uranium gradually, as uranium or together with SWU in the
form of enriched uranium product, through 2005. USEC intends to manage its sales
of natural uranium so as to not significantly affect the U.S. natural uranium
market.

PLANTS/OPERATIONS

USEC's plants at Paducah and Portsmouth are among the largest industrial
facilities in the world. The process buildings at the two plants have a total
floor area of approximately 330 acres and a ground coverage of about 167 acres.
The plants are designed so that groups of equipment can be taken off line with
little or no interruption in the process.

Paducah

The Paducah plant is located in McCracken County in western Kentucky. The
total site covers 750 acres and consists of four process buildings. The plant
has been in continuous operation since September 1952. Between 1971 and 1982,
the plant underwent extensive improvements.

The Paducah plant has been certified by the NRC to produce low enriched
uranium up to 2.75% U(235) and has a design capacity of 11.3 million SWU per
year. Uranium enriched at the Paducah plant is shipped to the Portsmouth plant
for further enrichment. USEC may

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seek approval to operate the Paducah plant to produce enriched uranium up to 5%
U(235), which would provide USEC with additional operating flexibility to meet
customer requirements. In order to ship enriched uranium to fuel fabricators
from this facility, certain modifications to the shipping and handling
facilities at the Paducah plant would be required.

Portsmouth

The Portsmouth plant is located in Pike County in south central Ohio. The
plant site covers 640 acres and consists of three process buildings. It was
completed in 1956 and has been in continuous operation since that time. The
Portsmouth plant was substantially renovated between 1971 and 1983.

The Portsmouth plant was originally designed and constructed to produce
highly enriched uranium for the United States Nuclear Weapons and Naval Reactors
program. Because of a change in military requirements, the highly enriched
uranium production equipment was taken out of service. The plant has been
certified by the NRC to produce enriched uranium to a maximum of 10% U(235). The
design capacity of the production equipment is 7.4 million SWU per year.

Equipment and Parts

The process equipment at the plants has historically had low failure rates.
Failed components (such as compressors, coolers, motors and valves) are removed
from the process and repaired or rebuilt on site at each of the plants. Common
industrial components, such as the breakers, condensers and transformers in the
electrical system, are procured as needed. Since the plants were initially
constructed in the 1950s, some components and systems may no longer be produced,
and spares for such parts may not be readily available. In these situations,
replacement components or systems are identified, tested, and procured from
existing commercial sources, or the plants' technical and fabrication
capabilities are used to design and build replacements. Another source of
replacement equipment has been DOE's Oak Ridge, Tennessee enrichment facility
which has been shut down. Large quantities of components have been relocated
from Oak Ridge to the plants.

The plants currently use freon as the primary process coolant. The
production of freon in the United States was terminated December 31, 1995. In
order to ensure that USEC continues to have enough freon to meet its needs, USEC
is actively working to reduce leakage of freon at the plants. Freon leaks from
pipe joints, sight glasses, valves, coolers and condensers. Leakage from the
plants is at about a 6% rate, resulting in leakage of approximately 750,000
pounds of freon per year. USEC has a strategic reserve of 2.7 million pounds of
freon. USEC believes that its efforts to reduce freon losses and its strategic
inventory of freon should be adequate to allow the plants to continue to use
freon through at least the year 2001. A program is underway to validate an
alternative coolant to be used once the freon inventory is depleted.

Cell Availability

In order to utilize power most efficiently, USEC seeks to maintain 90% or
more of its large production cells on-line. From the Transition Date through
June 30, 1998, the Paducah plant has generally operated with 85% to 97% of the
large production cells in operation. Reductions in cell availability are
typically short-term and result from equipment failures and planned maintenance.
In addition, USEC may elect to reduce cell availability if electricity becomes
in short supply and prohibitively expensive. For the year ended June 30, 1998,
performance was 92% of planned capacity.

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From the Transition Date through June 30, 1998, the Portsmouth plant has
generally operated in the range of 65% to 92% of the large production cells in
operation. For the year ended June 30, 1998, the plant performance was at 72% of
planned capacity due to equipment failures and increased maintenance
requirements. The ability to return cells to service quickly at the Portsmouth
plant has been less successful than at the Paducah plant, due to the greater
availability of larger cells at the Paducah plant. Because both plants produce
approximately the same amount of enriched uranium, the Portsmouth plant, with
fewer large cells, is required to operate more efficiently with fewer cells
off-line to produce equivalent amounts of SWU. This mode of operation
necessarily results in more maintenance requirements for the cells at the
Portsmouth plant. Management has initiated a program designed to improve both
the availability and reliability of the cells at the Portsmouth plant.

LMUS Contract

Under an operations and maintenance contract with Lockheed Martin Utility
Services, Inc. ("LMUS"), a subsidiary of Lockheed Martin Corporation, USEC
manages the plants and LMUS operates and maintains the plants (the "LMUS
Contract"). LMUS provides the labor, services, materials and supplies required
to operate and maintain the plants, other than the required natural uranium and
power. USEC pays LMUS for its costs, subject to strict budget controls and
various caps on liability. LMUS is paid a base fee and has the ability to earn
incentive fees by demonstrated improvements in production capability, regulatory
performance, cost reduction, safety and customer responsiveness. There is also a
provision for an independent additional one-time bonus at the end of the initial
three-year contract. The LMUS Contract expires on October 1, 2000, and may be
terminated by USEC without penalty upon six months' notice. On November 18,
1998, USEC gave notice to terminate the LMUS Contract. Consequently, USEC
expects to assume direct management and operation of the plants six months from
the date of notice. USEC expects an orderly transition of compensation and
benefits to allow the plant workers to become employees of USEC or its
subsidiaries.

Under the LMUS Contract, USEC is responsible for and accrues for its pro
rata share of pension and other post-retirement health and life insurance costs
relating to LMUS employee benefit plans. Post-retirement benefits are provided
to LMUS employees under Lockheed Martin Corporation employee benefit plans with
LMUS participating as an affiliated employer.

Lease Agreement

USEC leases the plants from DOE pursuant to a lease agreement dated as of
July 1, 1993 (the "Lease Agreement"). The Lease Agreement had an initial term of
6 years; however, USEC has the right to extend it indefinitely, with respect to
either or both plants, for successive renewal periods. In June 1997, USEC
renewed the Lease Agreement for both plants for an additional five-year term
expiring on June 30, 2004. USEC may terminate the Lease Agreement, with respect
to one or both plants, by providing two years' prior notice to DOE. USEC leases
most, but not all, of the buildings and facilities at the plant sites. USEC may
increase or decrease the property under the Lease Agreement to meet its changing
requirements. Within the contiguous tracts, certain buildings, facilities and
areas related to environmental restoration and waste management have been
retained by DOE and are not leased to USEC.

At termination of the Lease Agreement, USEC may leave the property in "as
is" condition, but must remove all waste generated by USEC which is subject to
offsite removal and must place the plants in a safe shutdown condition. Upon
termination of the

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Lease Agreement, DOE is responsible for the costs of all decontamination and
decommissioning of the plants. If removal of any USEC capital improvements
increases DOE's decontamination and decommissioning costs, USEC is required to
pay such increases. Title to capital improvements not removed by USEC will
automatically be transferred to DOE at the end of the Lease Agreement term. At
September 30, 1998, USEC had accrued a liability of $24.5 million for lease
turnover costs and anticipates accruing $5.6 million for lease turnover costs in
fiscal 1999. See "Risk Factors -- Risks Associated with Enrichment
Operations -- Termination of Lease Agreement."

Lease Agreement payments include a base rent representing DOE's costs in
administering the Lease Agreement, including costs relating to the electric
power contracts, and costs relating to DOE's regulatory oversight of the plants.
USEC expects that the cost of the Lease Agreement, and leases for office space
and equipment to be approximately $5.0 million in fiscal 1999.

DOE is required under the Lease Agreement to indemnify USEC for certain
costs and expenses, including:

- certain environmental liabilities attributable to operations prior to the
Transition Date;

- certain employee pension, welfare and other benefits or liabilities
incurred or accrued prior to the Transition Date; and

- costs or expenses relating to actions taken or not taken prior to the
Transition Date pursuant to contracts transferred to USEC on the
Transition Date.

In addition, under the Lease Agreement DOE is required to indemnify USEC for
costs and expenses related to claims asserted against or incurred by USEC
arising out of DOE's operation, occupation or use of the plants after the
Transition Date. DOE activities at the plants since the Transition Date have
been focused primarily on environmental restoration and waste management and
management of depleted UF(6). DOE is required to indemnify USEC against claims
for public liability (1) arising out of or in connection with activities under
the Lease Agreement, including transportation and (2) arising out of or
resulting from a nuclear incident or precautionary evacuation. DOE's obligations
are capped at the $8.96 billion statutory limit set forth in the Price-Anderson
Act for each nuclear incident or precautionary evacuation occurring inside the
United States.

POWER

Overview

The plants require substantial amounts of electric power. Costs for
electricity are USEC's largest operating cost, representing 53% to 59% of USEC's
production costs. A substantial portion of the electricity for the plants is
supplied under contracts at average prices below 2c/kWh in fiscal 1998 and
2.7c/kWh in the three months ended September 30, 1998. Historically, USEC has
purchased approximately two-thirds of its requirements under firm contracts, and
the remaining one-third as non-firm energy.

At recent electricity rates, average production cost per SWU is lowest when
the plants are operated at a production level of approximately 13 million SWU
per year. At this production level, the plants require approximately 33 million
megawatt hours of electric energy per year or an average power level of 3,700
megawatts.

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Average megawatt hours required by the plants for fiscal years 1995 through
1998 were as follows:

<TABLE>
<CAPTION>
1995 1996 1997 1998
<S> <C> <C> <C> <C>
Portsmouth plant......................... 1,845 1,455 1,400 1,076
Paducah plant............................ 1,875 1,480 1,725 1,307
</TABLE>

Operation of both plants at full capacity requires approximately 5,200
megawatts, which is equivalent to the approximate annual electricity consumption
of the States of Connecticut or Arkansas. However, USEC anticipates that its
energy consumption will decrease as its supply mix changes.

In the 1950s, a number of utilities formed two corporations to supply power
to the plants -- Electric Energy, Inc.("EEI") to serve the Paducah plant and
Ohio Valley Electric Corporation ("OVEC") to serve the Portsmouth plant.
Pursuant to power purchase agreements between DOE and OVEC and EEI, each of
which extends through calendar 2005, most of the electricity produced at the two
power plants owned by OVEC and approximately one-half of the electricity
produced at the plant owned by EEI serves the plants. DOE transferred the
benefits of these power purchase arrangements to USEC by agreement. USEC also
has an agreement with the Tennessee Valley Authority for the purchase of
non-firm power for the Paducah plant.

USEC initiated a number of programs to reduce its power costs, including
programs designed to:

- increase the efficiency of power utilization (i.e., the number of SWU
produced per MWh of electric energy);

- manage the use of existing power resources to minimize cost per MWh; and

- pursue additional sources of economical power.

Non-firm power prices and reliability of supply vary with the time of year,
time of day and weather conditions. Therefore, the ability to adjust the Paducah
plant's electrical load in response to availability and price changes is an
essential element in managing power costs. The Paducah plant operates equipment
which facilitates the rapid changes of load on its enrichment equipment,
permitting corresponding rapid changes in electric load. This allows the Paducah
plant to swing as much as 400 MW of electrical load in one to two hours,
providing prompt response to changes in the price of non-firm power. Decisions
to purchase non-firm power are based upon production needs, anticipated power
costs and production cost targets including dollar per SWU criteria.

Power Purchase Agreements

EEI. Pursuant to the EEI power purchase agreement, EEI is obligated to
provide two types of firm power: "permanent Joppa power" and "firm additional
power." Permanent Joppa power refers to the power that USEC receives from EEI's
Joppa, Illinois plant. EEI is obligated to provide, and USEC through DOE, is
obligated to purchase, a specified percentage of that plant's annual capacity,
which percentage is currently 60% but will be reduced to 50% effective January
1, 1999. USEC is obligated to pay the following:

- the demand charge, reflecting the pro rata share of operating costs,
depreciation, interest charges, taxes and return on owner's capital, for
the specified percentage regardless of whether USEC takes any energy; and

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- an energy charge, which covers the pro rata share of the cost of fuel, for
the energy USEC does take.

If additional transmission facilities are required to deliver energy from
non-EEI sources, USEC must pay 75% of these costs. In addition, USEC is
obligated to pay any unamortized costs of additional or modified transmission
facilities if it terminates the agreement. Either party may, on an annual basis,
reduce its respective obligation by up to 10% of Joppa plant capacity with
notice on or before the prior September 1. In addition, each party may reduce
its obligation by a greater amount or terminate its entire obligation with five
years' notice.

Firm additional power refers to power that is supplied by the utility owners
of EEI when permanent Joppa power is insufficient to meet the minimum power
requirements of the Paducah plant. The rate for firm additional power is EEI's
cost plus a fee of up to $1.00 per MWh. EEI has discretion over when the
permanent Joppa power will be made available to USEC during the year. As a
result, EEI typically supplies USEC with the more costly firm additional power
during the peak demand periods of winter and summer, while supplying USEC with
the permanent Joppa power during the low demand periods of spring and fall.
Either party may cancel its commitment with respect to firm additional power by
providing three years' written notice.

OVEC. Under the OVEC power purchase agreement, OVEC must make available to
USEC, through DOE, the net available capacity of its generating plants, less
transmission losses and reserve capacity. The cost of permanent power consists
of an energy charge, which covers the cost of fuel, and a demand charge, which
reflects capital and operating costs, debt service, taxes and a return on
owner's capital. In addition, USEC is required to pay the costs of additional
and replacement facilities. In the event USEC purchases less than OVEC's net
available capacity, then USEC must pay a demand charge but not the energy
charge. USEC may reduce its purchase obligation by up to 300 MW per six-month
period by giving 60-months' notice and may also terminate the agreement upon
three years' notice. If USEC needs power from sources other than OVEC's two
power plants, OVEC is obligated to use its best efforts to obtain such power.
This power may come from OVEC sponsoring companies or other sources and will be
charged at OVEC's cost plus a fee of $1.00 per MWh. OVEC does not have the right
to terminate the agreement or reduce its obligation.

At current production levels at the Portsmouth plant, USEC does not need all
of the power that it is obligated to purchase from OVEC. Consequently, USEC
negotiates to reduce its purchases of the power from OVEC as agreed upon by the
parties from time to time. The negotiation historically has involved the
reduction of the demand component of the OVEC power charge to USEC. Therefore,
while USEC is not obligated to pay the energy component of power that is not
utilized, USEC does pay a reduced demand charge for power not taken.

Arrangements with DOE

DOE remains the "named" purchaser under the power purchase agreements with
EEI and OVEC. However, under an agreement between USEC and DOE, DOE must make
available to USEC the power that it receives under the agreements with EEI and
OVEC. DOE must take all actions requested by USEC that are consistent with the
terms of the power purchase agreements, including giving its consent to any
modification, assignment or termination of the power purchase agreements
requested by USEC, except for those which would either extend the term of an
agreement or be inconsistent with DOE orders concerning procedures for
contracting for utility services. DOE may not agree to any

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amendment, assignment or termination or otherwise exercise any rights or consent
to any action of EEI or OVEC without the consent of USEC except in specified
circumstances, such as an emergency.

Under the terms of the Lease Agreement, USEC must provide power purchased
from EEI or OVEC to DOE for DOE's continuing environmental restoration and waste
management operations at the Paducah and Portsmouth plants. DOE must reimburse
USEC for such power.

USEC is responsible for all costs associated with the power purchase
agreements after the Transition Date, including its pro rata share of
post-retirement obligations. Moreover, USEC and DOE are required to share the
costs for the decommissioning, shut-down, demolition and closing of OVEC's power
plants and the costs for the demolition and shutdown of EEI's power plant. With
respect to OVEC, these costs are allocated on the basis of the relative amount
of energy consumed by OVEC, DOE and USEC subsequent to October 14, 1992. With
respect to EEI, these costs are allocated on the basis of the relative amount of
energy consumed by EEI, DOE and USEC over the life of the power purchase
agreement.

ADVANCED LASER-BASED TECHNOLOGY

AVLIS

USEC plans to complete the development of and commence commercialization of
AVLIS, the next generation of uranium enrichment technology, with the goal of
remaining one of the lowest cost suppliers of uranium enrichment service and
enhancing its competitive position. Commercial deployment of AVLIS is expected
to begin in fiscal 2006. Based on engineering studies and demonstrated systems
performance capability, USEC believes that an AVLIS facility would:

- use 5% to 10% of the power currently used by the plants to produce each
SWU;

- require significantly less capital investment than new centrifuge plants;
and

- use about 20% to 30% less natural uranium to produce comparable amounts of
enriched uranium.

In addition, the ability to use modular architecture in designing a laser-based
system allows for flexible deployment, enabling capacity to be added as market
demand so warrants.

AVLIS Deployment

AVLIS deployment is expected to be accomplished in two phases and is
estimated to cost $2.5 billion. The first phase, performance demonstration,
design and licensing, began in fiscal 1996 and extends through fiscal 2002. The
estimated cost of the first phase is $700.0 million for fiscal 1999 through
fiscal 2002. During this phase, USEC expects to:

- demonstrate the plant-like performance of the feed production, enrichment
and product conversion processes by the end of calendar 1999;

- complete the final design and detailed cost estimate for an AVLIS
facility;

- select a site for the AVLIS facility; and

- obtain NRC licensing and other regulatory approvals for the construction
and operation of the AVLIS facility.

Once the first phase is successfully completed, USEC will initiate the second
phase.

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<PAGE> 52

The second phase, procurement, construction and startup, is expected to
begin in fiscal 2002 and end in fiscal 2007 with the deployment of AVLIS to
planned capacity. The estimated cost to complete this phase is $1.8 billion.
During this phase, USEC expects to:

- procure the equipment for and begin construction of the AVLIS facility;

- develop plant operation procedures and train plant engineers and
supervisors;

- startup the AVLIS facility and train operations and maintenance staff; and

- conduct final testing and perform system activation and integration.

USEC currently anticipates operation of the AVLIS plant at a 9.0 million SWU
capacity.

USEC has made certain significant strides toward its goal of deploying
AVLIS, including the following:

- USEC has entered into an agreement with DOE pursuant to which USEC
received royalty-free rights to the AVLIS technology for uranium
enrichment and the ability to utilize DOE's AVLIS facilities at Lawrence
Livermore National Laboratory in Livermore, California ("LLNL").

- A USEC-managed group was established to help implement the AVLIS project.

- A plant-like demonstration project was initiated which included an
independent assessment of the state of development of the AVLIS enrichment
process which resulted in clear identification of components and systems
requiring priority attention. USEC has activated and expanded the LLNL
demonstration facility to simulate a one-line enrichment plant and
achieved positive performance demonstration levels in laser and separator
systems. Demonstration of plant-like enrichment capability is scheduled to
occur in calendar 1999.

- USEC has entered into joint development agreements with Cameco Corporation
("Cameco") for AVLIS feed conversion services and General Electric Company
("GE") for AVLIS product conversion services.

USEC is also exploring joint development of an alternative UF(6) product
conversion facility with another commercial vendor.

USEC is using LLNL to provide scientific and engineering expertise in the
performance verification and design areas. USEC has retained Bechtel Group, Inc.
to perform architect engineering, engineering systems, and control systems
services. Allied Signal Corporation is providing operations and maintenance
technicians for operation of the demonstration facility at LLNL. BWX
Technologies, formerly Babcock and Wilcox Naval Nuclear Fuels Division, is
providing separator engineering and licensing services. All of the foregoing
activities are being and will continue to be managed by USEC.

Ownership of Property Relating to AVLIS

In April 1995, USEC entered into an agreement with DOE (the "AVLIS Transfer
Agreement") providing for, among other things, the transfer to USEC by DOE of
its intellectual and physical property pertaining to the AVLIS technology. DOE
has agreed to assign those patents to USEC subject only to certain rights of the
U.S. Government to use the patents (as well as certain other AVLIS-related
intellectual property) for governmental purposes. Under the agreement, USEC is
not obligated to pay DOE any royalties for its own use of AVLIS. Nor is USEC
required to pay any portion of royalties received from licensing AVLIS to third
parties for enrichment of uranium or other materials for use in facilities for
generating electricity.

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Under the AVLIS Transfer Agreement, DOE conducts AVLIS research, development
and demonstration at LLNL as requested by USEC. USEC reimburses DOE for its
costs in conducting AVLIS work, and USEC is liable for any incremental increase
in DOE's costs of decontamination and decommissioning the AVLIS facilities at
LLNL as a result of the work performed for USEC. The AVLIS research and
development work is performed primarily by the University of California under
DOE's management and operations contract for LLNL. Inventions that result from
this research and development effort will be owned by USEC.

Nuclear Fuel Cycle Issues

AVLIS requires a metallic form of uranium for processing rather than UF(6).
Therefore, new industrial capabilities will be required to prepare the feed for
enrichment and to convert the enriched product to a form suitable for
fabrication as fuel. USEC has entered into joint development agreements with
Cameco for AVLIS feed conversion services and GE for AVLIS product conversion
services. Under such agreements, if USEC elects not to proceed from the
demonstration phase to the deployment phase, but Cameco or GE elects to proceed,
or if the agreement is terminated under certain circumstances, USEC must
reimburse Cameco or GE for costs and expenses incurred by them in accordance
with the project budget and plans. Also, Cameco or GE must transfer certain
rights in technology and intellectual property developed in the course of the
project to USEC. In the event USEC determines not to deploy AVLIS, these
agreements together provide for a maximum cost reimbursement to GE and Cameco of
$9.0 million prior to such decision, subject to certain provisions for any cost
overruns. As of September 30, 1998, USEC's liability, in the event of
termination, to both GE and Cameco was $2.5 million. USEC's potential liability
under these agreements increases over time as GE and Cameco costs increase.

If USEC proceeds with AVLIS deployment but elects to do so without entering
into an agreement with Cameco for feed conversion services or with GE for
product conversion services, USEC is obligated to pay Cameco or GE certain
annual royalty payments. Any payments to Cameco would be based on the amount of
uranium used by USEC in the AVLIS feedstock. In such event, these payments are
estimated to total approximately $5 million per year for ten years but would not
exceed $50 million in the aggregate. Payments to GE would include a fixed
payment of $5 million plus an annual royalty of $1 million until certain GE
patents related to the product conversion expire. Royalty payments to GE would
only be made if USEC deployed a product conversion based on the technology
developed jointly with GE. The only obligation to GE would be costs described in
the preceding paragraph.

Pursuant to the AVLIS Transfer Agreement and the management and operating
contract between DOE and the University of California, which operates LLNL for
DOE, DOE is required to indemnify the University of California and USEC under
the Price-Anderson Act. This indemnification protects against public nuclear
liability which arises out of or in connection with research, development and
demonstration activities at LLNL. The Energy Policy Act provides, however, that
new uranium enrichment facilities will not be eligible for indemnification by
DOE or the NRC under the Price-Anderson Act. USEC believes that it should be
able to obtain commercially available nuclear liability insurance for all
facilities needed to enrich and process uranium by AVLIS.

Additional Potential Applications of AVLIS Technology

In addition to uranium enrichment, USEC is exploring strategic opportunities
for other commercial uses of the AVLIS technology. These include the separation
of other isotopes for nuclear power, medical and industrial applications and for
machinery, drilling and

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coating applications. In connection with pursuing all or any of these
technologies, USEC may determine to explore the feasibility of pursuing new
business opportunities and may license the technology to others. Under the terms
of the AVLIS Transfer Agreement, USEC must pay to DOE a portion of the royalties
received by USEC for licensing to third parties applications of AVLIS, except
for enrichment of uranium and other materials used in the generation of
electricity.

Intellectual Property

USEC holds a large number of patents covering the AVLIS technology.
Therefore, USEC relies on the patent laws, confidentiality procedures and
contractual provisions to protect its proprietary information and intellectual
property rights related to AVLIS. In the 1970s, a company which was at that time
working on laser isotope separation filed a number of patent applications
certain of which were issued and are currently in effect. Three of these patents
will still be in effect in 2005. That company has advised USEC of its belief
that AVLIS will use the company's technology. In addition, USEC is aware of
patents issued to third parties which cover certain technology used in
laser-based products. USEC believes that the systems planned to be employed by
USEC in an AVLIS plant will not infringe on any issued patents held by third
parties, or that USEC will be able to obtain necessary licenses or take other
actions to otherwise avoid infringement.

There are also 12 classified patent applications held by the above-mentioned
company resulting from its work on laser isotope separation. If national
security considerations ever allow these applications to be declassified and
issued, these additional patents would be enforceable for 17 years from the date
of issuance. USEC believes that declassification of these patent applications is
unlikely. In addition, if these applications were declassified and patents
issued and the holder thereof was able to make a successful claim of
infringement, USEC believes that it would be able to obtain licenses to such
patents or re-engineer the affected apparatus, system or method.

SILEX

USEC continues to keep abreast of alternative uranium enrichment
technologies. In fiscal 1997, USEC entered into an exclusive agreement to
explore another advanced laser-based enrichment technology, called SILEX. The
SILEX process has been under development in Australia since 1992 by Silex
Systems Limited, an Australian company, at the facilities of the Australian
Nuclear Science and Technology Organization. In fiscal 1997, USEC acquired the
rights to the commercial utilization of the SILEX process. USEC is currently
evaluating whether the SILEX technology has the potential to be deployable as an
economic source of enrichment production in the early 21st century. Through
September 30, 1998, USEC has spent $10.6 million on SILEX development
activities.

COMPETITION

The highly competitive global uranium enrichment industry has four major
producers:

- USEC;

- Tenex, a Russian government entity;

- Eurodif, a consortium controlled by the French government; and

- Urenco, a consortium of the British and Dutch governments and private
German corporations.

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There are also smaller suppliers in China and Japan that primarily serve
only a portion of their respective domestic markets. While there are only a
handful of primary suppliers, there is an excess of production capacity as well
as an additional supply of enriched uranium which is available for commercial
use from the dismantlement of nuclear weapons in the former Soviet Union and the
United States. Most of this excess capacity is held by Tenex, which is subject
to certain trade restrictions. USEC also holds significant excess capacity. All
of USEC's competitors are owned or controlled by foreign governments which may
make business decisions based on factors other than economic considerations.

Tenex, Urenco and Japan Nuclear Fuels Limited ("JNFL") use centrifuge
technology which requires a higher initial capital investment but has lower
ongoing operating costs than current gaseous diffusion technology. Urenco and
JNFL have both announced expansion plans, which together could increase capacity
by 2.0 million SWU after the year 2000. Eurodif and JNFL have previously
announced that they are exploring new enrichment technologies.

USEC believes that it is well positioned to compete successfully in the
industry. Global enrichment suppliers compete primarily in terms of price, and
to a lesser degree on reliability of supply and customer service. USEC believes
that its prices are competitive. Further, USEC is committed to delivering
superior customer service. USEC believes that customers are attracted to its
reputation as a reliable long-term supplier of enriched uranium, and USEC
intends to continue strengthening this reputation.

REGULATORY OVERSIGHT

NRC

Pursuant to the Atomic Energy Act ("AEA"), the plants are regulated by the
NRC. The NRC issued Certificates of Compliance to USEC for the operation of the
plants in November 1996. After an interim period to allow an orderly transition
from DOE oversight to NRC oversight, the Certificates of Compliance became
effective and the NRC began regulatory oversight of USEC operations at the
plants on March 3, 1997. The NRC found the Paducah and Portsmouth plants to be
generally in compliance with NRC regulations. However, exceptions were noted in
certain compliance plans, which set forth binding commitments for actions and
schedules to achieve full compliance (the "Compliance Plan"). The Lease
Agreement obligates DOE to reimburse USEC for the costs associated with bringing
the plants into compliance with the requirements of initial Certification. To
settle this reimbursement, DOE has transferred to USEC natural uranium and low
enriched uranium in the aggregate amount of $220 million, and thus USEC is now
fully responsible for these costs.

The Compliance Plan requires the Paducah plant to complete seismic upgrading
of two main process buildings to reduce the risk of release of radioactive and
hazardous material (UF(6)) in the event of an earthquake. On March 20, 1998, the
NRC issued direction for USEC to complete this upgrade project by June 30, 1999,
which was originally estimated to cost $23.0 million, all of which was
reimbursed to USEC by transfers of uranium from DOE prior to the Privatization.
USEC currently believes it will need additional time to complete this project at
an additional cost in excess of $30.0 million, a significant portion of which
will be capitalized as permanent improvements to the facilities. Until the
modifications are completed, USEC continues to maintain strict limits on
operations in those buildings so as to minimize the amount of material that
could be released in the event of any earthquake.

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USEC also was required to complete seismic upgrades on certain equipment at
the Paducah plant by September 30, 1998, which USEC completed on time. The
Compliance Plan also required USEC to update part of the DOE-prepared Safety
Analysis Report ("SAR") to determine what the appropriate earthquake level
should be for the evaluation of plant equipment and structures at the Paducah
plant. USEC has submitted this updated analysis and it is currently being
reviewed by the NRC. Depending on the results of this updated analysis of the
seismic hazard and the application of the NRC's backfit requirements, additional
seismic upgrades to the process buildings and other site structures and
components may need to be implemented.

In accordance with the Compliance Plans, USEC submitted for NRC review DOE-
prepared SAR updates. In addition, USEC is required to prepare and submit to the
NRC an update of the facility and process descriptions contained in the current
application. Depending on the results of the NRC review of the SAR updates and
the facility and process description updates, USEC will be required to implement
a number of changes to the plants and operations.

The NRC has the authority to issue Notices of Violation ("NOVs") for
violations of the AEA, NRC regulations, or conditions of a certificate,
Compliance Plan, or Order. The NRC also has the authority to impose civil
penalties for certain violations of NRC regulations. USEC has received NOVs for
violation of these regulations and certificate conditions, none of which
exceeded $100,000. From time to time, USEC has received and may receive proposed
notices of violations from the NRC. USEC does not expect that any proposed
notices that it has received as of the date hereof will have a material adverse
effect on USEC's financial position. In each case, USEC took prompt corrective
action to bring the facilities back into compliance with NRC regulations and
identified long-term improvements as well.

Maintaining the certificates is conditioned upon adherence to Compliance
Plans. The term of the initial NRC certification expires December 31, 1998. USEC
has submitted an application for renewal of the Certificates of Compliance for
the plants and anticipates renewal by the NRC prior to the end of calendar 1998.
The renewal term is expected to be 5 years. In addition, the NRC must approve
any transfer of the certificates. The Privatization Act prohibits the issuance
of a license or certificate of compliance to USEC or its successor if the NRC
determines that:

- USEC is owned, controlled or dominated by an alien, a foreign corporation
or a foreign government;

- the issuance of such a license or certificate of compliance would be
inimical to the common defense and security of the United States; or

- the issuance of such a license or certificate of compliance would be
inimical to the maintenance of a reliable and economical domestic source
of enrichment services.

DOE retains certain regulatory responsibility for those portions of the
plants which are leased to USEC that contain highly enriched uranium material.
DOE will regulate the highly enriched uranium material activities that occur in
the leased areas until all cylinders that contain highly enriched uranium
material are cleaned, and the associated areas are brought under NRC regulation.
Cylinder cleaning is scheduled to be completed in calendar 2000.

OSHA

USEC's operations are also subject to laws and regulations governing worker
health and safety. Through September 30, 1998, USEC had spent $28.9 million to
address potential

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Occupational Safety and Health Act ("OSHA") non-compliances identified by DOE at
the Transition Date. Interim actions have been taken to reduce any immediate
health and safety risks associated with these potential non-compliances. USEC
estimates that cash outlays aggregating $4.6 million from September 30, 1998
through 2000 will be required to address the remaining potential
non-compliances. DOE has paid USEC the $35.0 million required by the Lease
Agreement for modifications of the plants necessitated by OSHA standards in
effect on the Transition Date.

ENVIRONMENTAL MATTERS

Overview

The plants were operated by DOE and its predecessor agencies for
approximately 40 years prior to the Transition Date. As a result of such
operation of the plants, there are contamination and other potential
environmental liabilities. The Paducah plant has been designated as a Superfund
site, and both plants are undergoing investigations under the Resource
Conservation and Recovery Act ("RCRA"). The Privatization Act provides that the
U.S. Government or DOE remains responsible for all liabilities arising from
operation of the plants before the Privatization. The U.S. Government or DOE,
however, is not responsible for liabilities relating to certain identified
wastes stored at the plants as of the Privatization that were generated after
the Transition Date, including liabilities relating to the disposal of such
waste after the Privatization. In addition, the Privatization Act and the Lease
Agreement provide that DOE remains responsible for decontamination and
decommissioning of the plants.

Under the AVLIS Transfer Agreement, DOE is generally responsible for the
decontamination and decommissioning of the plants, except for additional costs,
if any, as a result of USEC's operations. DOE is also responsible for any
liability attributable to or arising out of DOE's ownership or operation of the
LLNL, including, without limitation, those relating to pollution or
contamination or any environmental claim, except for those resulting from the
negligence or misconduct of USEC. USEC, however, retains liability for, and
agrees to reimburse DOE for any liability attributable to actions taken by USEC
or its agents, employees or contractors with respect to operation, occupation or
use of, or activities at, LLNL or the AVLIS facility after the Privatization.

The Lease Agreement generally requires DOE to indemnify USEC for all costs
and expenses arising out of DOE's operation of the plants for matters relating
to:

- pollution or contamination from DOE's operations prior to the Transition
Date;

- environmental claims for which DOE has assumed liability;

- liability as a result of USEC's status as a permittee, holder, signatory,
operator, assignee or successor, to the extent such liability arises from
DOE's operation prior to the Transition Date; and

- liability arising from polychlorinated biphenyls ("PCBs"), asbestos and
certain other contaminants, except to the extent any such material has
been introduced by USEC.

In addition, the Lease Agreement requires DOE to indemnify and reimburse
USEC for all costs and expenses arising from DOE's activities, which have been
focused primarily on environmental restoration, waste management and management
of depleted UF(6), at the plants after the Transition Date. The Lease Agreement
also requires USEC to indemnify and reimburse DOE for all costs and expenses
arising from USEC's operations at the plants after the Transition Date. See
"Business -- Lease Agreement." The Privatization Act generally provides that
liabilities attributable to the operations of USEC prior to the

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Privatization remain liabilities of the U.S. Government. To the extent an issue
arises as to whether liability resulted from pre- or post-Privatization
operations or releases of substances, USEC would seek to apply customary methods
of establishing and allocating liability. USEC would negotiate in good faith
with the U.S. Government and would evaluate a variety of factors in recommending
each party's pro rata share of responsibility. Such factors include the nature
of the contaminant, the history of use, and the length of respective operations.

USEC's operations are subject to numerous federal, state and local laws and
regulations relating to the protection of health, safety and the environment,
including those regulating the emission and discharge into the environment of
materials, including radioactive materials. USEC is required to hold multiple
permits under these laws and regulations. Environmental compliance is a high
priority with USEC. USEC has established an internal environmental regulatory
policy and oversight group that reports directly to senior management and has
created incentives in the operating contract with LMUS predicated on compliance
with environmental requirements.

In addition to costs for the future disposition of depleted UF(6), USEC
incurs operating costs and capital expenditures for matters relating to
compliance with environmental laws and regulations. These include the handling,
treatment and disposal of hazardous, low-level radioactive and mixed wastes
generated as a result of USEC's operations. Operating costs relating to
environmental matters amounted to $30.4 million for fiscal 1996, $24.9 million
for fiscal 1997 and $25.4 million for fiscal 1998. Capital expenditures relating
to environmental matters amounted to $3.5 million for fiscal 1996, $1.8 million
for fiscal 1997 and $4.4 million for fiscal 1998. In fiscal years 1999 and 2000,
USEC expects its operating costs and capital expenditures for compliance with
environmental laws and regulations, including the handling, treatment and
disposal of hazardous, low-level radioactive and mixed wastes to remain at about
the same levels as in fiscal years 1997 and 1998, exclusive of costs for future
disposition of depleted UF(6).

The ultimate costs under environmental, health and safety laws and the time
period during which such costs are likely to be incurred are difficult to
predict and can be significantly affected by changes in existing law. However,
USEC currently believes that environmental capital expenditures and costs will
not have a material adverse effect on its financial condition, results of
operation or liquidity.

Low-Level Radioactive Waste

USEC's operations generate low-level radioactive waste which is currently
either stored on-site or shipped off-site for disposal at a commercial facility.
Additionally, the Privatization Act requires DOE to accept for disposal, upon
USEC's request, all low-level radioactive waste generated by USEC as a result of
its operations at the plants. USEC is required to reimburse DOE for this service
in an amount equal to DOE's cost, but in no event greater than the amount which
would be charged for such service by commercial, state, regional or interstate
compact entities.

Mixed Waste

USEC generates mixed waste, which is waste having both a hazardous and
radioactive component. USEC has contracted for and is shipping most of its mixed
wastes off-site for treatment and disposal. Because of limited treatment and
disposal capacity, however, some mixed wastes generated by USEC since the
Transition Date are being temporarily stored at DOE's permitted storage
facilities at the plants. Although RCRA and its Kentucky and Ohio counterparts
generally require USEC to dispose of such wastes within certain time periods,
USEC has entered into consent orders with the States of Kentucky and Ohio.

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These consent orders permit the continued storage of mixed wastes generated by
USEC at DOE-permitted storage facilities at the plants and provide for a
schedule for sending such wastes to off-site treatment and disposal facilities,
generally by the year 2000. USEC believes that it will treat or dispose of all
of its historically generated mixed wastes within the time periods set forth in
the consent orders, generally by the year 2000. However, there can be no
assurance that USEC will be able to meet these deadlines due to a number of
factors, including:

- the amount of time required for USEC to determine the character of the
wastes;

- the limited availability of treatment capacity; and

- whether USEC's waste streams can meet the treatability criteria
established by treatment facilities.

If USEC cannot meet the schedules, it may be required to request extensions and
continued approval of the storage of mixed waste at the plants. There can be no
assurance that such extension or approval will be given, in which case USEC may
be subject to enforcement action, including fines and penalties.

Uranium Hexafluoride Tails

USEC's operations generate depleted UF(6), or "tails," as a result of its
operations at the plants, which is currently being stored at the plants. Since
the Transition Date, USEC has generated significant quantities of depleted
UF(6). The Privatization Act and an agreement related to the disposition of
depleted UF(6) provide that all liabilities arising out of the disposal of
depleted UF(6) generated before the Privatization are direct liabilities of DOE.
Depleted UF(6) generated after the Privatization is the responsibility of USEC.

The Privatization Act requires DOE, upon USEC's request, to accept for
disposal depleted UF(6) generated after the Privatization, if it is determined
to be a low-level radioactive waste. It also requires USEC to reimburse DOE for
this service in an amount equal to its cost. Costs accrued for the future
treatment and disposal of depleted UF(6) were $55.7 million in fiscal 1998. USEC
expects that costs relating to the future treatment and disposal of depleted
UF(6) produced from its operations will be lower in fiscal 1999. If depleted
UF(6) were also regulated as a hazardous waste, USEC estimates that it would
incur additional costs to construct and permit storage facilities, as well as
additional operating costs. Since there are no commercially available treatment
facilities in the United States to convert significant quantities of depleted
UF(6) into a form suitable for disposal, there can be no assurance that USEC's
accruals for the disposal of depleted UF(6) will be adequate. Also, there can be
no assurance that the increased cost of treatment, storage or disposal will not
adversely affect USEC's financial condition and results of operations in the
event that UF(6) were regulated as a hazardous waste.

USEC entered into an agreement with DOE pursuant to which USEC paid DOE
$50.0 million in June 1998 in consideration for a commitment by DOE to assume
responsibility for a certain amount of depleted UF(6). The agreement relates to
depleted UF(6) generated by USEC over the period from the Privatization up to
2005.

The State of Ohio issued a Notice of Violation in September 1993 to DOE
which alleged DOE violated the State's hazardous waste regulations in its
failure to determine whether depleted UF(6) stored at Portsmouth constituted a
hazardous waste. DOE has recently signed a consent order with the State of Ohio
which permits it to continue to manage depleted UF(6) for ten years while
evaluating alternative management options. The Commonwealth of Kentucky and the
State of Ohio have made similar oral inquiries to USEC with respect to whether
depleted UF(6) constitutes a hazardous waste. USEC believes,

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and DOE and NRC have also both taken the position, that depleted UF(6) is a
source material and therefore not a hazardous waste subject to RCRA. Although
neither Kentucky nor Ohio has taken any further action relating to this matter,
there can be no assurance that the EPA or Kentucky or Ohio will agree with the
position taken by DOE and NRC. If they do not agree, the storage of UF(6) at the
plants could constitute a violation of RCRA.

Contamination of the Plants

USEC is subject to the provisions of the federal Comprehensive Environmental
Response, Compensation and Liability Act, as amended ("CERCLA"). Pursuant to
CERCLA and similar state laws, the owner of real property or operator of
facilities on the property may be jointly and severally liable for the costs of
removal or remediation of certain hazardous or toxic substances on or under such
property, regardless of whether the owner or operator knew of, or was
responsible for, the presence of such materials. The Paducah plant, including
the leased premises, has been designated on the National Priorities List, more
commonly known as a Superfund site under CERCLA. However, the Privatization Act
makes DOE or the U.S. Government responsible for any liability in connection
with contamination occurring prior to the Privatization. In addition, the Lease
Agreement requires DOE to indemnify USEC for all such cleanup costs attributable
to operations prior to the Transition Date.

The plants are currently undergoing investigations under RCRA. In connection
with such investigations, DOE has identified a number of areas of potential
contamination that may require remediation. Some of these areas are located
within the leased premises and some will continue to be used by USEC. USEC has
not determined whether or to what extent such continued use may contribute to
the contamination of these units. Pursuant to the Privatization Act, USEC is
liable for contamination, if any, attributable to USEC's operations after the
Privatization, and such costs are not subject to reimbursement by DOE.

PCBs

The federal Toxic Substances Control Act ("TSCA") regulates, among other
things, the manufacture, use, storage and disposal of PCBs. Both plants contain
significant amounts of equipment which have leaked PCB-contaminated oils or
which have become contaminated by such oils or store PCB wastes in violation of
TSCA. Pursuant to the Lease Agreement, however, DOE has agreed to reimburse and
indemnify USEC for any damages incurred by USEC resulting from PCBs or PCB
releases from existing equipment, except to the extent any PCBs have been
introduced to the plants by USEC.

DOE has operated the plants pursuant to a Federal Facility Compliance
Agreement ("FFCA") with EPA in which EPA has agreed not to sue DOE and any of
its contractors for alleged violations of TSCA resulting from the
PCB-contaminated equipment so long as DOE adheres to certain procedures.
Pursuant to the FFCA, DOE has undertaken substantial capital improvements to
protect the environment from PCB contamination and to reduce the exposure of
workers to PCBs. However, no assurance can be given that private parties which
are not bound by the FFCA may not seek to enjoin the use of PCBs at the plants
in violation of TSCA. USEC believes that such a lawsuit is unlikely and that it
would have defenses in the event of such a lawsuit, including a lawsuit seeking
suspension of plant operations.

Wastewater

USEC and DOE share wastewater discharge facilities at both plants. DOE and
the plants intermingle their respective wastewaters in such a way that it may
not always be possible to determine the origin of discharges that do not comply
with the plants' discharge

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permits. As a result, USEC may be fined for violation of its permit as a result
of DOE's operations. Although it may not always be possible to establish that
noncomplying discharges originated from DOE operations, pursuant to the Lease
Agreement DOE has agreed to indemnify and reimburse USEC for any liability
incurred by USEC as a result of DOE's contribution to an alleged violation of
permit limits.

Air Emissions

USEC has filed applications for permits under Title V of the Clean Air Act
relating to its air emissions. The application for the Portsmouth plant
includes, among other things, sources covered by appeals of conditions in 56 air
permits recently proposed by the State of Ohio. USEC's applications are
currently pending and it is not known when the permits will be issued. The
permits, when issued, may contain new or additional conditions or emissions
standards that may adversely affect USEC's operations.

Transportation

Transportation of natural uranium and enriched uranium product to and from
the plants is the responsibility of USEC's customers in all but a few cases.
USEC transports uranium between the two plants by rail and by truck and is
responsible for transportation of the Russian low enriched uranium from St.
Petersburg, Russia. The uranium material is packaged in cylinders which are
placed in protective overpacks and shipped on container ships and carried by
trucks using special trailers.

FOREIGN TRADE MATTERS

Antidumping Investigations

In 1991, U.S. producers of uranium and uranium workers filed a petition with
the U.S. Department of Commerce ("Commerce") alleging that uranium from
countries of the then-Soviet Union was being dumped (i.e., sold at unfair
prices) in the United States. In the antidumping investigation that followed,
Commerce rendered a preliminary determination that uranium imported from Russia
and several other former Soviet republics was being dumped in the United States
at average dumping margins of 115%. Thus, those imports were exposed to the risk
of high U.S. antidumping duties if the investigation proceeded to a conclusion
and if the U.S. International Trade Commission (the "ITC") also determined that
those imports were causing or threatening material injury to the U.S. industry.
The investigations of Russia, Kazakhstan, Kyrgyzstan, Tajikistan, Ukraine, and
Uzbekistan were suspended as a result of "suspension agreements" between
Commerce and the respective governments. The agreements with Tajikistan and
Ukraine have since been terminated. Imports of uranium from Ukraine are
currently subject to antidumping duties.

Imports from Russia

The Russian suspension agreement provides that while all of the highly
enriched uranium, or low enriched uranium derived from the highly enriched
uranium, purchased from Russia pursuant to the Russian Contract could enter the
United States, the associated natural uranium could not be resold in the United
States. The Privatization Act supersedes this provision by allowing sales and
deliveries of the associated natural uranium in the United States subject to
annual quantitative limitations.

In 1994, the Russian suspension agreement was modified (the "Modified
Suspension Agreement") to allow, subject to quotas, imports of Russian uranium
and SWU if they were "matched" in equal parts with newly-produced United States
uranium and/or SWU in a sale to an end-user in the United States. While quotas
for matched natural uranium exist until 2004, the SWU matching quota expired on
October 3, 1998. Unless the Modified

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Suspension Agreement is otherwise amended, no imports of SWU from the Russian
Federation (other than those associated with the Russian Contract) will be
allowed until at least 2004.

Commerce and the ITC are scheduled to initiate a review of the Modified
Suspension Agreement in August 1999 under legislation that requires periodic
review of antidumping and countervailing duty orders and suspension agreements.
Under this review, known as a "sunset review," these agencies will determine
whether termination of the Modified Suspension Agreement would lead to the
continuation or recurrence of material injury or dumping. If either agency makes
a negative determination (i.e., that termination would not lead to injury or
dumping), the Modified Suspension Agreement would be terminated, without
replacement. By statute, the earliest date that the Modified Suspension
Agreement can be terminated is January 1, 2000.

Commerce may also terminate the Modified Suspension Agreement on its own
initiative if Commerce determines that the Modified Suspension Agreement no
longer satisfies the statute. In such case, Commerce and the ITC would restart
their antidumping investigations. If Commerce and the ITC issued affirmative
final determinations, imports of uranium from Russia would be subject to
antidumping duties, which could be very high, and could increase the price USEC
pays for SWU under the Russian Contract. If, however, a negative final
determination were issued by either agency, then antidumping duties would not be
imposed and such uranium could then be sold in competition with USEC-supplied
natural uranium, SWU or low enriched uranium. Depending on the quantity of
natural uranium, SWU or low enriched uranium involved, such imports could have a
material adverse effect on USEC.

In addition, expiration of the Modified Suspension Agreement in 2004 or an
earlier modification or termination could affect the level of imports to the
United States of SWU from the Russian Federation. The likelihood of such
changes, and the effect of such changes on the operations of USEC, if any, is
uncertain.

Imports from Other CIS Countries

Imports of uranium from Kazakhstan, Kyrgyzstan and Uzbekistan are currently
subject to antidumping suspension agreements as well. Under the terms of these
agreements, imports of uranium from these countries are subject to certain
quantitative restrictions. Under the Kazakhstan and Uzbekistan suspension
agreements, natural uranium that is enriched in a third country prior to
importation to the U.S. is considered to originate from those countries, and is,
therefore, subject to the quotas established in the suspension agreements. The
suspension agreements provide that the quantitative restrictions contained
therein are to remain in force until 2004. The modification or termination of
the suspension agreements prior to that date, if any, could affect the level of
imports to the U.S. of uranium from those countries and the level of imports to
the U.S. of low enriched uranium enriched from such uranium in third countries.
The effect of such changes on the operations of USEC, if any, is uncertain.

As with the Modified Suspension Agreement, the suspension agreements
covering imports of uranium from Kazakhstan, Kyrgyzstan and Uzbekistan also
could be terminated by Commerce under certain circumstances. If an agreement
were terminated with respect to any one or more of these countries, then the
previously-suspended antidumping investigation would very probably resume with
respect to that country or countries. If Commerce and the ITC issued affirmative
final determinations, then antidumping duties would be imposed on imports of
uranium from that country or those countries. Imposition of an antidumping order
on imports of uranium from Kazakhstan, Kyrgyzstan and Uzbekistan could severely

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limit or preclude entirely sales in the United States of uranium from those
countries. If, however, a negative final determination is issued by either
agency, then antidumping duties would not be imposed and such uranium could then
be sold in competition with USEC-supplied natural uranium, SWU or low enriched
uranium. Depending on the quantity of natural uranium, SWU or low enriched
uranium involved, such imports could have a material adverse effect on USEC.

As with the Modified Suspension Agreement, Commerce and the ITC are
scheduled to initiate a sunset review of these suspension agreements in August
1999. Either agency could order the termination of any or all of these
agreements. The earliest date that these suspension agreements can be terminated
is January 1, 2000. The effect on USEC of termination of any or all of these
suspension agreements as a result of the sunset review is uncertain since it is
not known whether the antidumping investigations would be restarted and whether
antidumping duties would be imposed.

Imports of uranium from Ukraine, other than highly enriched uranium, are
currently subject to an antidumping duty order, under which the U.S. Customs
Service imposes a 129.29 percent ad valorem cash deposit requirement. The rate
of this cash deposit requirement could change, based on further proceedings
under the order. Changes in the cash deposit rate, if any, could affect the
levels of imports of uranium from Ukraine, but the effect of such changes on the
operation of USEC, if any, is uncertain. This order is likely to remain in
effect at least until 2000.

As with the Modified Suspension Agreement, in August 1999, Commerce and the
ITC will initiate a sunset review of these orders. As a result of this sunset
review, this order could be revoked, but the earliest date on which revocation
could occur is January 1, 2000. The effect of revocation of this order on USEC
is uncertain.

Agreements for Cooperation

USEC exports to utilities located in countries comprising the European Union
("EU") take place within the framework of an agreement (the "EURATOM Agreement")
for cooperation between the United States and the European Atomic Energy
Community ("EURATOM"). The EURATOM Agreement permits USEC to export low enriched
uranium to the EU for as long as the EURATOM Agreement is in effect.

USEC exports to utilities in other countries under similar agreements for
cooperation. If such agreements for cooperation lapse, terminate or are amended
such that USEC could not make sales or deliver products to such jurisdictions,
it could have a material adverse effect on USEC.

LITIGATION

USEC is subject to various legal proceedings and claims, either asserted or
unasserted, which arise in the ordinary course of business. While the outcome of
these claims cannot be predicted with certainty, management does not believe
that the outcome of any of these legal matters will have a material adverse
effect on USEC's results of operations or financial position.

PROPERTIES

In addition to the two plants, USEC leases its corporate headquarters office
space in Bethesda, Maryland under a lease expiring November 2008. See
"Business -- Plants/ Operations" and "Business -- Lease Agreement."

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<PAGE> 64

EMPLOYEES

As of September 30, 1998, USEC employed 159 people including 137 at USEC
headquarters in Bethesda, Maryland, 13 at LLNL and 9 at the plants. USEC
believes that its relationship with its employees is good.

As of September 30, 1998, LMUS employed approximately 4,200 people as
follows:

- 2,150 at the Portsmouth plant;

- 1,800 at the Paducah plant; and

- 250 at LMUS administrative headquarters.

Of the 4,200 employees at the plants, 3,550 were involved in enrichment
operations and construction activities, and the remainder involved primarily in
DOE-funded activities. In addition, USEC directs the activities of several
contractors which employ 700 people at LLNL. See
"Business -- Plants/Operations." The average years of service for the employees
at the plants is 13 years. Two labor unions, the Oil, Chemical and Atomic
Workers International Union ("OCAW") and the International Union of United Plant
Guard Workers of America ("UPGWA"), represent 1,110 LMUS employees at the
Portsmouth plant and 860 LMUS employees at the Paducah plant. In particular,
OCAW represents 1,020 employees at the Portsmouth plant and 820 employees at the
Paducah plant. UPGWA represents 90 employees at the Portsmouth plant and 40
employees at the Paducah plant.

Subject to provisions of the Treasury Agreement, USEC plans reductions in
the plant workforce of 500 persons, as well as an additional 100 persons through
normal employee attrition, through fiscal year 2000. Any such workforce
reductions would be subject to applicable provisions of the Treasury Agreement.

The Privatization Act provides that if USEC terminates or changes the
operating contractor at the plants, all pension plan assets and liabilities
relating to accrued benefits of the operating contractor's pension plan must be
transferred to a pension plan sponsored by the new contractor or USEC or to a
joint labor-management plan. The Privatization Act provides further that any
employer at a plant (including USEC or any replacement contractors it retains)
must abide by the terms of any unexpired collective bargaining agreement
covering employees at the plants and in effect on the date of the Privatization,
until the expiration or termination of such agreement. If USEC replaces its
operating contractor, the new employer will be required to offer employment to
non-management employees of the predecessor contractor to the extent that their
jobs still exist or they are qualified for new jobs. In addition, the
Privatization Act requires that certain eligible employees of the operating
contractor at the plants continue to receive post-retirement health benefits at
substantially the same level of coverage as the level of benefits to which
eligible retirees were generally entitled as of the Privatization. It also
requires USEC to fund such costs for the portion of time an employee continues
to work after the Transition Date.

Paducah Facility

All hourly rated LMUS employees, excluding guards and salaried employees,
are represented by the OCAW, Local 3-550. The current collective bargaining
agreement expires on July 31, 2001. All hourly paid LMUS security employees,
excluding clerical employees, lieutenants, professional employees, and
supervisors, are represented by the UPGWA, Local 111. The current collective
bargaining agreement expires on March 1, 2002.

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<PAGE> 65

Portsmouth Facility

All hourly rated LMUS security employees, excluding shift commanders, the
plant protection force section manager, captains, salaried employees, office
clerical employees, professional employees, supervisors and all other persons
employed by LMUS at the facility, are represented by the UPGWA, Amalgamated
Local 66. The current collective bargaining agreement expires August 4, 2002.
The collective bargaining agreement with OCAW, Local 3-689, which represents all
hourly employees, excluding security and salaried personnel, expires on May 2,
2000. As of September 30, 1998, the Portsmouth plant has over 3,400 written
grievances pending pursuant to the collective bargaining agreements between LMUS
and the OCAW and the UPGWA.

CERTAIN ARRANGEMENTS INVOLVING THE U.S. GOVERNMENT

Set forth below is a brief summary of certain of the more significant
arrangements between the U.S. Government and USEC.

The Government Oversight Committee

In connection with the Privatization, the U.S. Government established an
enrichment oversight committee (the "Oversight Committee") which monitors and
coordinates U.S. Government efforts with respect to the post-Privatization USEC
in furtherance of:

- the full implementation of the government-to-government agreement relating
to the disposition of Russian highly enriched uranium;

- the application of statutory, regulatory and contractual restrictions on
foreign ownership, control or influence of USEC;

- the development and implementation of U.S. Government policy regarding
uranium enrichment and related technologies, processes and data; and

- the collection and dissemination of information within the U.S. Government
relevant to the foregoing objectives.

On June 19, 1998, USEC entered into a memorandum of agreement with DOE which
established annual and quarterly reporting requirements for USEC in support of
the Oversight Committee's purposes.

Executive Agent Memorandum of Agreement

USEC has been designated as the Executive Agent of the United States under a
government-to-government agreement between the United States and the Russian
Federation to purchase approximately 92 million SWU derived from 500 metric tons
of highly enriched uranium recovered from nuclear weapons of the former Soviet
Union for use in commercial electricity production. Under the Executive Agent
MOA, USEC can be terminated, or resign, as the U.S. Executive Agent upon 30-days
notice; however, USEC would nonetheless have the right and the obligation to
purchase SWU that is to be delivered during the calendar year of the date of
termination and the following calendar year.

Liabilities Memorandum of Agreement

The Privatization Act allocates the responsibility for certain liabilities
between USEC and the U.S. Government. It generally provides that liabilities
arising from operations of USEC after the Privatization are liabilities of USEC,
and liabilities attributable to operations of USEC and the predecessor
government agencies prior to the Privatization remain liabilities of the U.S.
Government. The one exception to this general allocation

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<PAGE> 66

relates to certain liabilities of USEC arising from operations between the
Transition Date and the Privatization that USEC retained pursuant to a
memorandum of agreement between USEC and the Office of Management and Budget.

Lease Agreement For Production Facilities

USEC leases the plants from DOE under the Lease Agreement for nominal rent,
with options for indefinite extensions. USEC also provides services to DOE for
environmental restoration, waste management and other activities at the plants
for which it is currently reimbursed at cost.

Treasury Agreement Regarding Ownership and Operation of the Plants and
Certain Other Matters

USEC entered into the Treasury Agreement, pursuant to which USEC made the
following commitments, among others:

- to abide by the Privatization Act provisions, including the provision
which prohibits the sale of more than 10% of the outstanding voting stock
to any one person for a three-year period after the Privatization;

- not to sell or transfer all or substantially all of the uranium enrichment
assets or operations of USEC during the three-year period after the
Privatization;

- to the extent commercially practicable, to:

-- take steps reasonably calculated in good faith to ensure that
workforce reductions at the plants through fiscal year 2000 are
conducted in a manner consistent with USEC's strategic plan, do not
exceed 500 employees, and are effected in substantially equal parts
in each of fiscal years 1999 and 2000;

-- in each of fiscal years 1999 and 2000, seek to achieve such
workforce reductions through a program of voluntary separation
before instituting a program of involuntary separation; and

-- with respect to such workforce reductions, provide benefits and take
other measures to minimize workforce disruptions that are no less
favorable to the workforce than would have been the case prior to
the Privatization and that are in accordance with an agreement
between USEC and DOE concerning worker assistance; and

- to continue operation of the plants until at least January 1, 2005,
subject to the following exceptions:

-- the occurrence of any event beyond the reasonable control of USEC,
such as fires, floods, or acts of God, that prevents the continued
operation of a plant by USEC;

-- if the Operating Margin of USEC is less than 10% in a twelve
consecutive month period;

-- if the long-term corporate credit rating of USEC is, or is
reasonably expected in the next twelve months to be, downgraded
below an investment grade rating;

-- if the Operating Interest Coverage Ratio of USEC is less than 2.5x
in a twelve consecutive month period;

-- if there is a decrease in annual worldwide demand for SWU to less
than 28 million SWU; or

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<PAGE> 67

-- if there is a decrease in the average price for all SWU under USEC's
long-term firm contracts to less than $80 per SWU (in 1998 dollars).

Operating Margin is defined in the Treasury Agreement to mean (x) earnings
plus interest, taxes and any extraordinary, nonrecurring charges divided by (y)
total revenue. Operating Interest Coverage Ratio is defined to mean (x) earnings
plus interest and taxes divided by (y) gross interest expense. None of the
exceptions to USEC's obligation to operate the plants is currently applicable
and, based on information known to USEC, USEC does not believe that any of these
exceptions would be applicable in the near future. Based on information known to
USEC, USEC does not anticipate that the average SWU price under USEC's long-term
firm contracts is likely to fall below $80 per SWU (in 1998 dollars) in the near
future.

Pursuant to a requirement in the Treasury Agreement, USEC entered into an
agreement with its officers and directors whereby they agreed not to, and to use
their best efforts to cause their family members not to, acquire any Shares or
other securities convertible into or exchangeable for shares of Common Stock for
180 days following consummation of the IPO.

Electricity Memorandum of Agreement

USEC entered into a memorandum of agreement with DOE pursuant to which DOE
transferred the benefits of its power purchase agreements with EEI and OVEC to
USEC, although DOE remains the named purchaser under such power purchase
agreements.

Certain Transfers from DOE

Under the Privatization Act, DOE is required to transfer to USEC, at no
cost, up to 50 metric tons of highly enriched uranium, representing 3.4 million
SWU and 5,000 metric tons of natural uranium, and up to 7,000 metric tons of
natural uranium. USEC received the 7,000 metric tons of natural uranium in April
1998, and expects to receive the 50 metric tons of highly enriched uranium over
the period September 1998 to September 2003. In May 1998, USEC also received an
additional 3,800 metric tons of natural uranium and 45 metric tons of low
enriched uranium, representing 280,000 SWU and 453 metric tons of natural
uranium, to settle DOE's liabilities for certain nuclear safety upgrade costs
and to satisfy certain remaining obligations of DOE to USEC. See
"Business -- Natural Uranium and Highly Enriched Uranium from DOE."

Agreement Regarding AVLIS Research

AVLIS research, development and demonstration is conducted at LLNL under
DOE's management and operations contract with the University of California.
Inventions that result from the AVLIS research and development effort funded by
USEC will be owned by USEC. See "Business -- Advanced Laser-Based Technology."

Depleted UF(6) Memorandum of Agreement

USEC entered into a memorandum of agreement with DOE pursuant to which title
to depleted UF(6) generated by USEC before the Privatization was transferred to
DOE in accordance with the Privatization Act.

DOE Agreement Regarding Depleted UF(6) Disposal

USEC entered into an agreement with DOE pursuant to which USEC has paid DOE
$50.0 million and DOE has assumed responsibility for a certain amount of
depleted UF(6) generated by USEC over the period from the privatization date to
2005.

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<PAGE> 68

MANAGEMENT

BOARD OF DIRECTORS

The Board of Directors of USEC consists of seven members, which includes six
"independent directors" (within the meaning of the regulations of the New York
Stock Exchange, Inc.) as follows:

<TABLE>
<CAPTION>
AGE AT PRINCIPAL
NAME SEPTEMBER 30, 1998 OCCUPATION
---- ------------------ ----------
<S> <C> <C>
James R. Mellor, 68 Retired Chairman
Chairman+ and Chief
Executive Officer
of General
Dynamics
Corporation
Joyce F. Brown, Ph.D.* 52 President of the
Fashion Institute
of Technology of
the State
University of New
York
Frank V. Cahouet*+ 66 Chairman,
President and
Chief Executive
Officer of Mellon
Bank Corporation
John R. Hall+ ++ 65 Retired Chairman
and Chief
Executive Officer
of Ashland, Inc.
Dan T. Moore, III+ 58 President of Dan
T. Moore Company,
Inc.
William H. Timbers, Jr.++ 48 President and
Chief Executive
Officer of USEC
William H. White* ++ 44 President and
Chief Executive
Officer of WEDGE
Group Incorporated
</TABLE>

- ---------------

* Member of the Audit, Finance and Corporate Responsibility Committee.

+ Member of the Compensation Committee.
++ Member of the Regulatory Affairs Committee.

James R. Mellor served as Chairman and Chief Executive Officer of General
Dynamics Corporation from 1994 to 1997, and served as President and Chief
Executive Officer from 1993 to 1994. He was previously General Dynamics'
President and Chief Operating Officer. He also serves on the Board of Directors
of Bergen Brunswig Corporation, Computer Sciences Corporation, General Dynamics
Corporation, Pinkertons Inc. and Howmet International Corporation.

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<PAGE> 69

Joyce F. Brown is the President of the Fashion Institute of Technology of
the State University of New York. From 1994 to 1997, Ms. Brown was a professor
of graduate studies at the City University of New York, where she previously
held several Vice Chancellor positions. From 1993 to 1994, she served as the
Deputy Mayor for Public and Community Affairs in the Office of the Mayor of the
City of New York. Ms. Brown also serves on the Board of Directors of Transderm
Laboratories Corporation and Unity Mutual Life Insurance Company.

Frank V. Cahouet has been Chairman and Chief Executive Officer of Mellon
Bank Corporation since 1987 and President since 1990. Mr. Cahouet is also a
director of Avery Dennison Corporation, Saint-Gobain Corporation, and Allegheny
Teledyne Incorporated.

John R. Hall served as Chairman of the Board of Directors of Ashland, Inc.
from 1981 to 1997, and served as Chief Executive Officer from 1981 to 1996. He
has been Chairman of the Board of Directors of Arch Coal, Inc. since 1997. Mr.
Hall is also a director of Banc One Corporation, The Canada Life Assurance
Company, CSX Corporation, Humana Inc., LaRoche Industries, Inc., Reynolds Metals
Company and UCAR International Inc.

Dan T. Moore, III has been the founder, owner and President since 1969 of
Dan T. Moore Company, Inc., a developer of a number of advanced materials
companies and technologies. Mr. Moore has also been Chairman of the Board of
Directors of the Advanced Ceramics Corporation since 1993. He also serves on the
Board of Directors of the Hawk Corporation, Invacare Corporation and the
Cleveland Clinic Foundation.

William H. Timbers, Jr. has been President and Chief Executive Officer of
USEC since 1994. He was appointed USEC Transition Manager in March 1993 by
President Clinton. Prior to this appointment, Mr. Timbers was President of The
Timbers Corporation, an investment banking firm based in Stamford, Connecticut,
from 1991 to 1993. Before that, he was a Managing Director of the investment
banking firm of Smith Barney, Harris Upham & Co., Inc. in New York and San
Francisco.

William H. White has been President and Chief Executive Officer of WEDGE
Group Incorporated since 1997. Mr. White founded and has been the Chairman of
the Board of Directors of Frontera Resources Corporation and its predecessor, a
privately held international energy company, since 1995, and served as President
and Chief Executive Officer from 1995 to 1996. From 1993 to 1995, he served as
Deputy Secretary and Chief Operating Officer of the United States Department of
Energy. Mr. White also serves on the Board of Directors of Edge Petroleum
Corporation.

COMMITTEES

The Board of Directors of USEC has created an Audit, Finance and Corporate
Responsibility Committee, a Regulatory Affairs Committee and a Compensation
Committee. The Audit, Finance and Corporate Responsibility Committee is
responsible for reviewing USEC's accounting processes, financial controls and
reporting systems, as well as the selection of USEC's independent auditors and
the scope of the audits to be conducted. It also is responsible for monitoring
the policies, practices and programs of USEC in its relations with the
government, customers, suppliers, employees, shareholders and the communities in
which the plants are located. The Regulatory Affairs Committee is responsible
for regulatory matters and compliance. The Compensation Committee is responsible
for recommending to the Board of Directors compensation for USEC's key employees
and overall incentive compensation programs and policies for USEC. The Audit,
Finance and Corporate Responsibility Committee and the Compensation Committee
consist entirely of independent directors.

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<PAGE> 70

COMPENSATION OF DIRECTORS

Each non-employee director currently receives an annual retainer of $20,000
for service on the Board of Directors. See also "Certain Relationships and
Related Transactions."

EXECUTIVE OFFICERS

The Company's executive officers and their ages are as follows:

<TABLE>
<CAPTION>
AGE AT
NAME SEPTEMBER 30, 1998 POSITION
---- ------------------ --------
<S> <C> <C>
William H. Timbers, Jr. 48 President and Chief
Executive Officer
George P. Rifakes 64 Executive Vice President,
Operations
Henry Z Shelton, Jr. 55 Vice President and Chief
Financial Officer
Robert J. Moore 41 Vice President, General
Counsel and Secretary
J. William Bennett 51 Vice President, Advanced
Technology
William J. Bruttaniti 49 Vice President and Chief
Information Officer
Richard O. Kingdon 43 Vice President, Marketing
and Sales
James H. Miller 49 Vice President, Production
Philip G. Sewell 52 Vice President, Corporate
Development and
International Trade
Darryl A. Simon 41 Vice President, Human
Resources and
Administration
Charles B. Yulish 61 Vice President, Corporate
Communications
</TABLE>

Officers serve at the pleasure of the Board of Directors.

William H. Timbers, Jr. -- See above.

George P. Rifakes has been Executive Vice President, Operations of USEC
since 1993. Prior to joining USEC, Mr. Rifakes was Vice President of
Commonwealth Edison Company in Chicago, Illinois, where he was employed since
1957 with responsibilities in corporate planning, purchasing, fuel, economic
analysis, and least-cost planning and marketing. He also served as President of
the Cotter Corporation, a wholly-owned uranium subsidiary of Commonwealth
Edison, from 1976 to 1992.

Henry Z Shelton, Jr. has been Vice President, Finance and Chief Financial
Officer of USEC since 1993. From 1989 to 1993, Mr. Shelton served as a Board
member and Vice President, Finance for Sun International Exploration and
Production Company, a subsidiary of the Sun Company, Inc., headquartered in
London, England. Previously, Mr. Shelton worked for the Sun Company organization
for 23 years.

Robert J. Moore has been General Counsel and Secretary of USEC since 1993
and Vice President, General Counsel and Secretary since 1994. Prior to joining
USEC, Mr. Moore was appointed to numerous senior legal and policy positions,
serving as Director

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<PAGE> 71

of the California Governor's Office in Washington, D.C. and as General Counsel
to two Presidential and Congressional Commissions.

J. William Bennett has been Vice President, Advanced Technology of USEC
since 1994. From 1993 to 1994 he served as Vice President, Production of USEC.
Immediately before joining USEC, he served as Director of DOE's Office of
Uranium Enrichment Operations. Prior to that, he was Director of DOE's Office of
Geologic Repositories and Director of DOE's Office of Light Water Reactor
Technology.

William J. Bruttaniti joined USEC as Vice President and Chief Information
Officer in October 1998. Prior to this appointment, Mr. Bruttaniti spent more
than two years as a senior manager with KPMG Peat Marwick LLP, most recently
serving as interim Chief Information Officer for USEC on a consultancy basis.
From 1991 to 1996, Mr. Bruttaniti served as the Chief Information Officer for
U.S. Industries, a consumer products manufacturer.

Richard O. Kingdon has been Vice President, Marketing and Sales of USEC
since 1993. Prior to joining USEC, Mr. Kingdon was Director, Strategic Planning,
at Otis Elevator Company, a division of the United Technologies Corporation.
From 1990 to 1993, he was Director, Sales and Marketing, for the Otis United
Kingdom operation. Prior to 1990, Mr. Kingdon was a Manager in the consulting
firm of Bain & Company.

James H. Miller has been Vice President, Production of USEC since 1995.
Before joining USEC, Mr. Miller was President of ABB Environmental Systems, Inc.
From 1993 to 1994, he served as President of U.C. Operating Services, a joint
venture between Louisville Gas & Electric Company and Baltimore Gas & Electric
Company. From 1986 to 1993, he worked for ABB Resource Recovery Systems, serving
as President from 1990 to 1993.

Philip G. Sewell has been Vice President, Corporate Development and
International Trade of USEC since April 1998, and Vice President, Corporate
Development of USEC since 1993. From 1988 to 1993, Mr. Sewell served as Deputy
Assistant Secretary of DOE and was responsible for the overall management of the
uranium enrichment program. Mr. Sewell served in the United States Government
for 28 years in various positions of increasing responsibility.

Darryl A. Simon joined USEC as Vice President, Human Resources and
Administration in August 1997. Prior to this appointment, Mr. Simon spent seven
years with ManorCare Health Services based in Gaithersburg, Maryland, most
recently serving as Vice President, Human Resources Planning and Leadership
Development. Prior to ManorCare, he held assignments of increasing
responsibility within various industries and organizations.

Charles B. Yulish has been Vice President, Corporate Communications of USEC
since 1995. Immediately before joining USEC, Mr. Yulish was Executive Vice
President and Managing Director of E. Bruce Harrison Co. Prior to joining E.
Bruce Harrison Co. in 1993, he served as partner of Holt, Ross and Yulish. Both
companies are energy and environmental public relations firms.

CORPORATE RESTRUCTURING

USEC has announced a restructuring of its corporate organization that is
intended to streamline operations, enhance the focus on revenue and costs and
increase productivity. The restructuring is expected to become effective on
January 1, 1999. Under this more consolidated structure, Mr. Rifakes will become
Senior Executive Vice President, overseeing advanced technology programs,
including commercialization of the AVLIS laser enrichment

70
<PAGE> 72

technology program, headed by Mr. Bennett, who will remain Vice President,
Advanced Technology. Mr. Rifakes will also be responsible for a new long-term
strategic business analysis function, to be headed by Mr. Kingdon, who will
remain a Vice President. Mr. Miller will become Executive Vice President and
will be responsible for production, regulatory affairs and procurement. James N.
Adkins will be appointed Vice President, Production. Jeffry E. Sterba will join
USEC as Executive Vice President and will be responsible for marketing and
sales, corporate development, international trade relations and information
technology. Mr. Robert Van Namen will join USEC as Vice President, Marketing and
Sales. Mr. Moore will become Senior Vice President and General Counsel,
responsible for the legal department, corporate communications, corporate
secretary and government affairs. Timothy B. Hansen will be appointed Secretary.
Mr. Shelton will become Senior Vice President and Chief Financial Officer and
will be responsible for finance, human resources and administration and investor
relations.

EXECUTIVE COMPENSATION

The following table sets forth information regarding the compensation of the
Chief Executive Officer and the four most highly paid executive officers in
fiscal 1998. Since its inception, USEC has not granted any stock options, stock
awards or stock appreciation rights or made any long-term incentive plan awards
or payouts.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
ANNUAL COMPENSATION
------------------- ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1)
--------------------------- ---- ------ ----- ---------------
<S> <C> <C> <C> <C>
William H. Timbers, Jr............... 1998 $331,400 $25,000 $7,540
Chief Executive Officer
George P. Rifakes.................... 1998 $290,600 $25,000 $6,400
Executive Vice President
Henry Z Shelton, Jr.................. 1998 $249,800 $25,000 $6,400
Vice President and Chief Financial
Officer
Robert J. Moore...................... 1998 $215,200 $25,000 $9,328
Vice President, General Counsel and
Secretary
James H. Miller...................... 1998 $203,900 $25,000 $6,400
Vice President, Production
</TABLE>

- ---------------

(1) Represents USEC's 401(k) matching contributions and a life insurance premium
of $1,140 for Mr. Timbers.

USEC intends to propose that its stockholders approve a stock-based
executive incentive compensation plan at the annual meeting scheduled to be held
in February 1999.

PENSION PLAN TABLE

USEC maintains a tax-qualified defined benefit pension plan ("USEC's
Retirement Plan") for employees not currently enrolled in either the Civil
Service Retirement System or the Federal Employees' Retirement System ("FERS").
The following table provides

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<PAGE> 73

examples of benefits for USEC's Retirement Plan at the normal retirement age of
65 payable as a life annuity. These benefits are not subject to deductions for
Social Security.

<TABLE>
<CAPTION>
YEARS OF PARTICIPATION AT AGE 65
ESTIMATED ANNUAL RETIREMENT BENEFITS
FINAL AVERAGE -----------------------------------------------
COMPENSATION 15 20 25 30 35
------------- -- -- -- -- --
<S> <C> <C> <C> <C> <C>
$ 50,000............. $ 9,375 $11,250 $13,125 $15,000 $16,875
100,000............. 18,750 22,500 26,250 30,000 33,750
150,000............. 28,125 33,750 39,375 45,000 50,625
200,000............. 30,000 36,000 42,000 48,000 54,000
250,000............. 30,000 36,000 42,000 48,000 54,000
300,000............. 30,000 36,000 42,000 48,000 54,000
350,000............. 30,000 36,000 42,000 48,000 54,000
</TABLE>

Earnings are averaged over the five consecutive calendar years during which
a participant's earnings were highest. Earnings include salary, overtime,
bonuses and commission. Credited Service is based on the number of plan years
(January 1 through December 31) commencing January 1, 1994 during which a
participant completes at least 1,000 hours of service.

As of June 30, 1998, the years of credited service under USEC's Retirement
Plan for Messrs. Timbers, Rifakes, Shelton and Miller were 4.5, 4.5, 4.5 and
2.5, respectively, and 5.0 under FERS for Mr. Moore.

SUPPLEMENTAL EMPLOYEE RETIREMENT PLAN

USEC maintains a supplemental retirement plan (the "SERP") in which Mr.
Timbers currently participates. Under the SERP, the participant is entitled to
receive a total retirement benefit of 60% of final average salary, commencing at
age 62. The value of the benefits from the SERP is offset by the benefits from
USEC's Retirement Plan and Social Security benefits.

EMPLOYMENT AND SEVERANCE AGREEMENTS

USEC is not a party to any employment or severance agreements.

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

None of the officers or directors currently owns any shares of USEC's common
stock. The Treasury Agreement prohibits the officers and directors of USEC from
acquiring, and requires them to use their best efforts to cause their family
members not to acquire, any shares or other securities convertible into or
exchangeable for shares of USEC's common stock for 180 days following
consummation of the IPO.

As of December 17, 1998, based solely upon a review of filings made by third
parties pursuant to Sections 13(d) and 13(g) of the Securities and Exchange Act
of 1934, as amended, there are no persons who beneficially own more than 5% of
the outstanding shares of common stock of USEC.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In August 1998, USEC entered into an agreement with James R. Mellor, the
Chairman of the Board of Directors, under which Mr. Mellor will provide certain
consulting services to USEC. For the period from July 28, 1998 through July 27,
1999, Mr. Mellor will be paid $255,000 for his services under the agreement.

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DESCRIPTION OF THE NOTES

We will issue the Senior Notes under an indenture, dated [ ], 1998 between
us and First Union National Bank, as trustee. We have summarized select portions
of the indenture below. The summary is not complete. The indenture has been
incorporated by reference as an exhibit to the registration statement which
includes this Prospectus, and you should read the indenture for provisions that
are important to you. The indenture and not this description defines your rights
as holders of the Senior Notes. Capitalized terms used in the summary have the
meanings specified in the indenture. You can find the definitions of certain
terms used in this description under the subheading "Certain Definitions".

GENERAL

- We will issue Senior Notes with a maximum aggregate principal amount of
$[ ] million.

- The Senior Notes will mature on [ ], 200[ ].

- The Senior Notes will bear interest at [ ]% per annum from [ ], 1998
or, if interest has already been paid, from the date it was most recently
paid.

- We will pay interest on the Senior Notes semi-annually on [ ] and [ ]
of each year, commencing [ ], 1999, to the registered holder of the
Senior Note (or any predecessor Senior Note) at the close of business on
the preceding [ ] or [ ], as the case may be.

- The Senior Notes will not be subject to any sinking fund.

- We may redeem all or a portion of the Senior Notes at our option and at
any time as described below.

- The Senior Notes will be our unsecured obligations and will rank on a
parity with all of our other unsecured and unsubordinated indebtedness.

- The Senior Notes will have the effect of being subordinated to all
existing and future third-party indebtedness and other liabilities of our
Subsidiaries (including trade payables).

- We or our Subsidiaries may issue an unlimited amount of additional
indebtedness under the indenture.

OPTIONAL REDEMPTION

We may at our option and at any time redeem the Senior Notes, in whole or
in part, in principal amounts of $1,000 or multiples thereof. The redemption
price will equal the sum of:

(1) an amount equal to 100% of the principal amount thereof; and

(2) a make-whole premium,

together with accrued and unpaid interest up to but not including the redemption
date.

We will calculate the make-whole premium as the excess of:

(1) the aggregate present value as of the redemption date of each
dollar of principal of such Senior Notes being redeemed and the amount of
interest (exclusive of interest accrued to the redemption date) that would
have been payable in respect of such dollar if such redemption had not been
made, determined by discounting, on a semi-annual basis, such principal and
interest at a rate equal to the sum of the Treasury Yield (determined on
the business day immediately preceding the redemption date) plus
basis points from the respective dates on which such principal
and interest would have been payable if such redemption had not been made,
over

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(2) the aggregate principal amount of such Senior Notes being
redeemed.

"Treasury Yield" means, in connection with the calculation of any
make-whole premium on any Senior Note, the yield to maturity at the time of
computation of United States Treasury securities with a constant maturity (as
complied by and published in the most recent Federal Reserve Statistical Release
H.15 (519) that has become publicly available at least two business days prior
to the redemption date (or, if such Statistical Release is no longer published,
any publicly available source of similar data)) equal to the then remaining
maturity of such Senior Note; provided that if no United States Treasury
security is available with such a constant maturity for which a closing yield is
given, the Treasury Yield shall be obtained by linear interpolation (calculated
to the nearest one-twelfth of a year) from the closing yields of United States
Treasury securities for which such yields are given, except that if the
remaining maturity of such Senior Note is less than one year, the weekly average
yield on actually traded United States Treasury securities adjusted to a
constant maturity of one year shall be used.

If we redeem less than all of the Senior Notes at any time, the trustee
will select the Senior Notes for redemption on a pro rata basis, by lot or by
such method as the trustee will deem fair and appropriate; provided we will not
redeem Senior Notes of $1,000 or less in part. We will mail notices of
redemption by first class mail at least 30 but not more than 60 days before the
redemption date to each registered holder of Senior Notes to be redeemed at its
registered address.

If we redeem any Senior Note in part only, the notice of redemption that
relates to such Senior Note will state the portion thereof to be redeemed. We
will issue a new Senior Note in principal amount equal to the unredeemed portion
in the name of the registered holder thereof upon cancellation of the original
Senior Note.

On and after the redemption date, interest will cease to accrue on Senior
Notes or portions of them called for redemption unless we default in the payment
of the redemption price.

BOOK ENTRY PROCEDURES

The Senior Notes will be issued in the form of one or more fully registered
global notes (the "Global Notes"). Each such Global Note will be deposited with,
or on behalf of, The Depository Trust Company, as Depositary, and registered in
the name of the Depositary or a nominee thereof. The Depositary will maintain
the Senior Notes in denominations of $1,000 and larger multiples of $1,000
through its book-entry facilities. Unless and until it is exchanged in whole or
in part for Senior Notes in definitive form, no Global Note may be transferred
except as a whole by the Depositary to a nominee of such Depositary or by a
nominee of such Depositary to such Depositary.

Ownership of beneficial interests in Senior Notes will be limited to
Persons that have accounts with the Depositary ("Participants") or Persons that
may hold interests through Participants. Upon the issuance of Global Notes, the
Depositary will credit, on its book-entry registration and transfer system, the
Participants' accounts with the respective principal amounts of such Senior
Notes beneficially owned by such Participants. Ownership of beneficial interests
in such Global Note will be shown on, and the transfer of such ownership
interests will be effected only through, records maintained by the Depositary or
its nominee (with respect to interests of Participants) and on the records of
Participants (with respect to interests of persons holding through
Participants). The laws of some states may require that certain purchasers of
securities take physical delivery of such securities in definitive form. Such
limits and such laws may impair the ability to own, transfer or pledge
beneficial interests in Global Notes.

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So long as the Depositary, or its nominee, is the registered owner of a
Global Note, the Depositary or its nominee, as the case may be, will be
considered the sole owner or registered holder of Senior Notes represented by
such Global Note for all purposes under the indenture. Except as provided below,
owners of beneficial interests in a Global Note will not be entitled to have the
Senior Notes represented by such Global Notes registered in their names, will
not receive or be entitled to receive physical delivery of such Senior Notes in
definitive form and will not be considered the owners or registered holders
thereof under the indenture. Accordingly, each Person owning a beneficial
interest in a Global Note must rely on the procedures of the Depositary and, if
such Person is not a Participant, on the procedures of the Participant through
which such Person owns its interest, to exercise any rights of a registered
holder under the indenture.

We understand that under existing industry practices, in the event that we
request any actions of registered holders or that an owner of a beneficial
interest in such a Global Note desires to give or take any action which a
registered holder is entitled to give or take under the indenture, the
Depositary would authorize the Participants holding the relevant beneficial
interests to give or take such action, and such Participants would authorize
beneficial owners owning through such Participants to give or take such action
or would otherwise act upon the instructions of beneficial owners holding
through them.

Payment of principal of, premium, if any, and interest on, Senior Notes
registered in the name of the Depositary or its nominee will be made to the
Depositary or its nominee, as the case may be, as the registered holder of the
Global Notes representing such Senior Notes. None of USEC, the trustee or any
other agent of USEC or agent of the trustee will have any responsibility or
liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests or for supervising or reviewing any records
relating to such beneficial ownership interests.

We expect that the Depositary, upon receipt of any payment of principal or
interest in respect of a Global Note, will credit the accounts of the
Participants with payment in amounts proportionate to their respective
beneficial interests in such Global Note as shown on the records of the
Depositary. We also expect that payments by Participants to owners of beneficial
interests in a Global Note will be governed by standing customer instructions
and customary practices, as is now the case with securities held for the
accounts of customers in bearer form or registered in "street name," and will be
the responsibility of such Participants.

The Depositary has advised us as follows: the Depositary is a
limited-purpose trust company organized under the Banking Law of the State of
New York, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code, and a "clearing
agency" registered pursuant to the provisions of Section 17A of the Exchange
Act. The Depositary was created to hold securities of its Participants and to
facilitate the clearance and settlement transactions among its Participants in
such securities through electronic book-entry changes in accounts of the
Participants, thereby eliminating the need for physical movement of securities
certificates. The Participants include securities brokers and dealers (including
the Underwriters), banks, trust companies, clearing corporations, and certain
other organizations, some of whom (and/or their representatives) own the
Depositary. Access to the Depositary's book-entry system is also available to
others, such as banks, brokers, dealers and trust companies that clear through
or maintain a custodial relationship with a Participant, either directly or
indirectly. Persons who are not Participants may beneficially own securities
held by the Depositary only through Participants.

If the Depositary is at any time unwilling or unable to continue as
Depositary or the Depositary ceases to be a clearing agency registered under the
Exchange Act and a

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successor Depositary registered as a clearing agency under the Exchange Act is
not appointed by USEC in 90 days, then upon notification to the trustee, the
Global Notes will, upon surrender thereof by the Depositary, be transferable or
exchangeable for Senior Notes in definitive form of like tenor and of an equal
aggregate principal amount, in denominations of $1,000 and larger multiples of
$1,000. Such definitive Senior Notes shall be registered in such name or names,
and issued to such Person or Persons, in each case as the Depositary shall
identify to the trustee as the beneficial owners of the Senior Notes. It is
expected that such instructions may be based upon directions received by the
Depositary from Participants with respect to ownership of beneficial interests
in such Global Notes. None of USEC, the trustee or any other agent of USEC or
agent of the trustee will have any liability for any delay by the Depositary in
identifying the beneficial owners of the Senior Notes, and each such Person may
conclusively rely on and shall be protected in relying on, instruction from the
Depositary for all purposes (including with respect to registration and
delivery, and the respective principal amount, of the Senior Notes to be
issued).

SAME-DAY SETTLEMENT AND PAYMENT

Settlement for the Senior Notes will be made in immediately available
funds. So long as the Senior Notes are subject to the Depositary's book-entry
system, the Senior Notes will trade in the Depositary's Same-Day Funds
Settlement System until maturity, and therefore the Depositary will require that
secondary trading activity be settled in immediately available funds. No
assurance can be given as to the effect, if any, of settlement in immediately
available funds on trading activity in the Senior Notes.

LIMITATION ON LIENS

The indenture will provide that we will not, and will not permit any of our
Subsidiaries to, create, assume or incur any Lien on any principal property to
secure any liabilities for borrowed money or guarantees therefor ("Debt") of
USEC or any other Person (other than the Senior Notes) unless we effectively
secure the Senior Notes equally and ratably with, or prior to, such Debt so long
as such Debt shall be secured.

The term "principal property" refers to the land, land improvements,
buildings and fixtures (to the extent they constitute real property interests,
including any leasehold interest therein) constituting the principal corporate
office and any manufacturing plant or facility (whether now owned or hereafter
acquired) which:

(1) is owned by USEC or any of its Subsidiaries;

(2) is located within any of the present 50 states of the United
States (or the District of Columbia);

(3) in the opinion of the Board of Directors of USEC, is of material
importance to the total business as it exists as of the date hereof
conducted by USEC and its subsidiaries taken as a whole; and

(4) the gross book value of which exceeds 3% of Consolidated Net
Tangible Assets.

The following are excluded from the foregoing restriction:

- any statutory or governmental Lien or Lien arising by operation of
law, or any mechanics', repairmen's, materialmen's, suppliers',
carriers', landlords', warehousemen's or similar Lien incurred in
the ordinary course of business which is not yet due or which is
being contested in good faith by appropriate proceedings and any
undetermined Lien which is incidental to construction, development,
improvement or repair;

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- Liens of taxes and assessments which are (a) for the then current
year, (b) not at the time delinquent, or (c) delinquent but the
validity of which is being contested at the time by USEC or any of
its Subsidiaries in good faith;

- any Lien incurred in the ordinary course of business in connection
with workmen's compensation, unemployment insurance, temporary
disability, social security, retiree health or similar laws or
regulations or to secure obligations imposed by statute or
governmental regulations;

- any Lien in favor of USEC or any of its Subsidiaries;

- any Lien in favor of the United States of America or any State
thereof, or any department, agency or instrumentality or political
subdivision of the United States of America or any State thereof, to
secure partial, progress, advance or other payments pursuant to any
contract or statute or to secure any Debt incurred by USEC or any of
its Subsidiaries for the purpose of financing all or any part of the
purchase price of, or the cost of constructing, developing,
repairing or improving, the property or assets subject to such Lien;

- any Lien on any property or assets created at the time of the
acquisition of such property or assets by USEC or any or its
Subsidiaries, or within 180 days after such time, to secure all or
part of the purchase price for such property or assets or Debt
incurred to finance such purchase price, whether such Debt was
incurred prior to, at the time of, or within 180 days of, such
acquisition; provided that, any such Lien does not extend to any
other property or assets of USEC or any of its Subsidiaries;

- any Lien on any property to secure all or part of the cost of the
development, construction, repair or improvement thereon or to
secure Debt incurred prior to, at the time of, or within 180 days
after, the completion of such development, construction, repair or
improvement or the commencement of full operations thereof
(whichever is later) to provide funds for any such purpose; provided
that, any such Lien does not extend to any other property or assets
of USEC or any of its Subsidiaries;

- any Lien on any property or assets existing thereon at the time of
acquisition thereof by USEC or any of its Subsidiaries (whether or
not the obligations secured thereby are assumed by USEC or any of
its Subsidiaries); provided that such Lien was not created as a
result of or in connection with or in anticipation of any such
transaction and does not extend to any other property or assets of
USEC or any of its Subsidiaries;

- the assumption by USEC or any of its Subsidiaries of obligations
secured by any Lien existing at the time of acquisition by USEC or
any of its Subsidiaries of the property or assets subject to such
Lien or at the time of the acquisition of the Person which owns such
property or assets; provided that such Lien was not created as a
result of or in connection with or in anticipation of any such
transaction and does not extend to any other property or assets of
USEC or any of its Subsidiaries;

- any Lien on any property or assets of a Person existing thereon at
the time:

(a) such Person becomes a Subsidiary of USEC;

(b) such Person is merged into, or consolidated with, USEC or any
of its Subsidiaries; or

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(c) of a sale, lease or other disposition of the properties of a
Person (or division thereof) as an entirety or substantially as an
entirety to USEC or any of its Subsidiaries;

provided that such Lien was not created as a result of or in connection
with or in anticipation of any such transaction and does not extend to
any other property or assets of USEC or any of its Subsidiaries;

- any Lien on any property or assets of USEC or any of its
Subsidiaries in existence on the date of the indenture;

- any Lien arising by reason of any attachment, judgment, decree or
order of any governmental or court authority, so long as any
proceeding initiated to review such attachment, judgment, decree or
order shall not have been terminated or the period within which such
proceeding may be initiated shall not expire, or such attachment,
judgment, decree or order shall otherwise be effectively stayed; and

- any extension, renewal, refinancing, refunding or replacement (or
successive extensions, renewals, refinancings, refundings or
replacements) of any Lien, in whole or part, that is referred to in
the above clauses, or any Debt secured thereby.

Notwithstanding the foregoing, under the indenture, USEC may, and may
permit any of its Subsidiaries to, create, assume or incur any Lien upon any
principal property to secure any Debt of USEC or any Person (other than the
Senior Notes) that is not excepted by the above clauses without securing the
Senior Notes, provided that, after giving effect to the creation, assumption or
incurrence of such Lien and Debt, and the application of proceeds of such Debt,
if any, received by USEC or any of its Subsidiaries as a result thereof, the
aggregate principal amount of all Debt then outstanding secured by such Lien and
all similar Liens, together with all net sale proceeds from Sale-Leaseback
Transactions (excluding Sale-Leaseback Transactions permitted by the clauses of
the covenant below entitled "Limitation on Sale-Leaseback Transactions") would
not exceed 10% of Consolidated Net Tangible Assets.

LIMITATION ON SALE-LEASEBACK TRANSACTIONS

The indenture will provide that we will not, nor will we permit any of our
Subsidiaries to sell or transfer any principal property to a Person (other than
USEC or any of its Subsidiaries) and take back a lease of such principal
property ("Sale-Leaseback Transaction"), unless:

- the Sale-Leaseback Transaction involves a lease for a period,
including renewals, of not more than three years;

- USEC or such Subsidiary would be entitled to incur Debt secured by a
Lien on principal property subject thereto in a principal amount
equal to or exceeding the net sale proceeds from such Sale-Leaseback
Transaction without equally and ratably securing the Senior Notes
pursuant to the above covenant entitled "Limitation on Liens"; or

- USEC or such Subsidiary, within a 180 day period after such
Sale-Leaseback Transaction, applies or causes to be applied an
amount not less than the net sale proceeds (which, in the case of a
sale and transfer other than for cash, shall be an amount equal to
the fair market value of the principal property so leased) from such
Sale-Leaseback Transaction to:

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(a) the prepayment, repayment, reduction or retirement of any pari
passu Debt of USEC or any of its Subsidiaries, or

(b) the expenditure or expenditures for principal property used or
to be used in the ordinary course of business of USEC or any of its
Subsidiaries.

CERTAIN DEFINITIONS

The indenture will define the following terms as follows:

"Consolidated Net Tangible Assets" means, at any date of determination, the
total amount of assets after deducting therefrom:

(1) all current liabilities (excluding (a) any current liabilities
that by their terms are extendable or renewable at the option of the
obligor thereon to a time more than 12 months after the time as of which
the amount thereof is being computed, and (b) current maturities of
long-term debt), and

(2) the value (net of any applicable reserves) of all goodwill, trade
names, trademarks, patents or other like intangible assets, all as set
forth, or on a pro forma basis would be set forth, in the consolidated
balance sheet of USEC and its Subsidiaries.

"Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset
given to secure Debt, whether or not filed, recorded or otherwise perfected
under applicable law (including any conditional sale or other title retention
agreement, any lease in the nature thereof, any option or other agreement to
sell or give a security interest in and any filing of or agreement to give any
financing statement under the Uniform Commercial Code (or equivalent statutes)
of any jurisdiction with respect to any such mortgage, lien, pledge, charge,
security interest or encumbrance).

"Person" means any individual, corporation, partnership, limited liability
company, joint venture, association, joint-stock company, trust, unincorporated
organization or government or any agency or political subdivision thereof.

"Subsidiary" means, with respect to any Person,

(1) any corporation or other business entity of which more than 50% of
the total voting power of shares of Capital Stock entitled (without regard
to the occurrence of any contingency) to vote in the election of directors,
managers or trustees thereof is at the time owned or controlled, directly
or indirectly, by such Person or one or more of the Subsidiaries of that
Person (or a combination thereof) and

(2) any partnership,

(a) the sole general partner or the managing general partner of
which is such Person or a Subsidiary of such Person, or

(b) the only general partners of which are such Person or one or
more Subsidiaries of such Person (or any combination thereof).

CONSOLIDATION, MERGER AND SALE OF ASSETS

USEC may consolidate with or merge into, or convey, transfer or lease its
properties and assets substantially as an entirety to, any Person, provided
that:

- USEC is the continuing entity or if USEC is not the continuing
entity, the continuing entity must be a Person organized and validly
existing under the laws of a domestic jurisdiction and must assume
USEC's obligations on the Senior Notes and under the indenture;

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- after giving effect to the transaction no Event of Default, and no
event which, after notice or lapse of time or both, would become an
Event of Default, shall exist; and

- USEC has delivered to the trustee an Officer's Certificate and
Opinion of Counsel, each stating that the transaction complies with
these conditions.

EVENTS OF DEFAULT

Each of the following will constitute an Event of Default under the
indenture:

- failure to pay principal of or any premium on any Senior Note when
due;

- failure to pay any interest on any Senior Note when due, continued
for 30 days;

- failure to perform any other covenant of USEC or its Subsidiaries in
the Senior Notes or indenture, continued for 60 days after written
notice has been given by the trustee, or the registered holders of
at least 25% in principal amount of the then outstanding Senior
Notes, as provided in the indenture;

- a default in the payment of the principal of, or interest on, any
note, bond, coupon or other instrument or agreement evidencing or
pursuant to which there is outstanding Debt of USEC or any of its
Subsidiaries whether such Debt now exists or shall thereafter be
created, having an aggregate principal amount exceeding $[ ] million
(or its equivalent in any other currency or currencies), other than
the Senior Notes, when that Debt becomes due and payable (whether at
maturity, upon redemption or acceleration or otherwise), if such
default shall continue for more than the period of grace, if any,
originally applicable thereto and the time for payment of such
amount has not been expressly extended; and

- certain events in bankruptcy, insolvency or reorganization of USEC
or any of its Subsidiaries.

If an Event of Default (other than an Event of Default described in the
bankruptcy, insolvency or reorganization clause above) with respect to any of
the Senior Notes shall occur and be continuing, either the trustee or the
registered holders of at least 25% of the then outstanding Senior Notes by
notice to USEC as provided in the indenture may declare the principal amount of
Senior Notes to be due and payable immediately.

If an Event of Default described in the bankruptcy, insolvency or
reorganization clause above shall occur, the principal amount of all the then
outstanding Senior Notes will automatically, and without any action by the
trustee or any registered holder, become immediately due and payable.

After any acceleration, but before a judgment or decree for the payment of
the money due has been obtained by the trustee, the registered holders of a
majority in aggregate principal amount of the then outstanding Senior Notes, by
written notice to the trustee, may rescind and annul such acceleration and its
consequences if all Events of Default, other than the non-payment of accelerated
principal, have been cured or waived as provided in the indenture. For
information as to waiver of defaults, see "-- Modification and Waiver".

Subject to the provisions of the indenture relating to the duties of the
trustee in case an Event of Default shall occur and be continuing, the trustee
will be under no obligation to exercise any of its rights or powers under the
indenture at the request or direction of any of the registered holders of the
Senior Notes, unless such registered holders of the Senior Notes shall have
offered to the trustee reasonable indemnity. Subject to such provisions for the
indemnification of the trustee, the registered holders of a majority in
aggregate principal amount of the then outstanding Senior Notes will have the
right to direct the time, method

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and place of conducting any proceeding for any remedy available to the trustee
or exercising any trust or power conferred on the trustee with respect to such
Senior Notes.

No registered holder of any Senior Note will have any right to institute
any proceeding with respect to the indenture, or for the appointment of a
receiver or a trustee, or for any other remedy thereunder, unless:

- such registered holder has previously given to the trustee written
notice of a continuing Event of Default with respect to the Senior
Notes;

- the registered holders of at least 25% in aggregate principal amount
of the then outstanding Senior Notes have made written request, and
such registered holder or registered holders have offered reasonable
indemnity, to the trustee to institute such proceeding in respect to
such Event of Default as trustee; and

- the trustee has failed to institute such proceeding, and has not
received from the registered holders of a majority in aggregate
principal amount of the then outstanding Senior Notes a direction
inconsistent with such request, within 60 days after such notice,
request and offer. However, such limitations do not apply to any
proceeding which is instituted by a registered holder of a Senior
Note for the enforcement of payment of the principal of or interest
on such Senior Note on or after the applicable due date specified in
such Senior Note.

USEC will be required to furnish to the trustee annually a statement by
certain of its officers as to whether or not USEC or any of its Subsidiaries, to
their knowledge, is in default in the performance or observance of any of the
terms, provisions and conditions of the indenture and, if so, specifying all
such known defaults.

MODIFICATION AND WAIVER

Modifications and amendments of the indenture may be made by USEC and the
trustee with the consent of the registered holders of a majority in principal
amount of the then outstanding Senior Notes.

However, without the consent of the registered holder of each Senior Note
affected thereby, USEC and the trustee may not:

- change the stated maturity of the principal of, or any installment
of principal of or interest on, any such Senior Note;

- reduce the principal amount of, or any interest on, any such Senior
Note;

- reduce the amount of principal of any such Senior Note payable upon
acceleration of the maturity thereof;

- change the place or currency of payment of principal of, or interest
on, any such Senior Note;

- impair the right to institute suit for the enforcement of any
payment on or with respect to any such Senior Note;

- reduce the percentage in principal amount of such Senior Note, the
consent of whose registered holders is required for modification or
amendment of the indenture;

- reduce the percentage in principal amount of such Senior Note
necessary for waiver of compliance with certain provisions of the
indenture or for waiver of certain defaults; or

- modify such provisions with respect to modification and waiver.

The registered holders of a majority in principal amount of the then
outstanding Senior Notes may waive compliance by USEC or any of its Subsidiaries
with certain restrictive

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provisions of the indenture or waive any past default under the indenture.
However, a continuing default in the payment of principal of or interest on such
Senior Notes and covenants and provisions of the indenture that under the
proviso in the preceding paragraph cannot be amended without the consent of the
registered holder of each Senior Note affected thereby may not be waived.

The indenture provides that in determining whether the registered holders
of the requisite principal amount of the Senior Notes have given or taken any
direction, notice, consent, waiver or other action under the indenture as of any
date, certain Senior Notes, including those that have been defeased and
discharged as described under "-- Satisfaction and Discharge; Defeasance --
Defeasance and Discharge" will not be deemed to be outstanding.

Except in certain limited circumstances, USEC will be entitled to set any
day as a record date for the purpose of determining the registered holders of
Senior Notes entitled to give or take any direction, notice, consent, waiver or
other action under the indenture, in the manner and subject to the limitations
provided in the indenture. In certain limited circumstances, the trustee also
will be entitled to set a record date for action by registered holders of Senior
Notes. If a record date is set for any action to be taken by registered holders
of the Senior Notes, such action may be taken only by persons who are registered
holders of such Senior Notes on the record date. To be effective, such action
must be taken by registered holders of the requisite principal amount of the
Senior Notes within a specified period following the record date. For any
particular record date, this period will be 180 days or such shorter period as
may be specified by USEC (or the trustee, if it sets the record date), and may
be shortened or lengthened (but not beyond 180 days) from time to time.

SATISFACTION AND DISCHARGE; DEFEASANCE

Satisfaction and Discharge. The indenture will provide that USEC may
satisfy and discharge certain obligations to registered holders of Senior Notes
which have not already been delivered to the trustee for cancellation and which
have either become due and payable or are by their terms due and payable within
one year or are to be called for redemption within one year by:

- depositing or causing to be deposited with the trustee funds in an
amount sufficient to pay the principal and any premium and interest
to the date of such deposit or to the stated maturity or any
applicable redemption date, as the case may be;

- paying or causing to be paid all other sums payable under the
indenture with respect to such Senior Notes; and

- delivering to the trustee an Officer's Certificate relating to such
satisfaction and discharge.

Defeasance and Discharge. The indenture will provide that USEC will be
discharged from all its indebtedness and obligations with respect to Senior
Notes upon the deposit in trust for the benefit of the registered holders of
such outstanding Senior Notes of money or U.S. Government Obligations, or both,
which, through the payment of principal and interest in respect thereof in
accordance with their terms, will provide money in an amount sufficient to pay
the principal of and interest on such outstanding Senior Notes at maturity in
accordance with the terms of the indenture and such outstanding Senior Notes.

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Notwithstanding the foregoing, under the indenture, USEC will not be
discharged from the following:

- certain obligations to exchange or register the transfer of such
outstanding Senior Notes and to replace stolen, lost or mutilated
outstanding Senior Notes;

- the obligation to maintain paying agencies; and

- the obligation to hold moneys for payment in trust.

Such defeasance or discharge may occur only if, among other things, USEC
has delivered to the trustee an Opinion of Counsel to the effect that USEC has
received from, or there has been published by, the United States Internal
Revenue Service a ruling, or there has been a change in tax law, in either case
to the effect that registered holders of such outstanding Senior Notes will not
recognize gain or loss for federal income tax purposes as a result of such
deposit, defeasance and discharge and will be subject to federal income tax on
the same amount, in the same manner and at the same times as would have been the
case if such deposit, defeasance and discharge were not to occur.

Defeasance of Certain Covenants. The indenture will provide that USEC and
its Subsidiaries may omit to comply with certain restrictive covenants,
including the covenants described under "Limitation on Liens", "Limitation on
Sale-Leaseback Transactions" and "Consolidation, Merger and Sale of Assets", in
which event certain Events of Default, which are described above (with respect
to such respective covenants) under "Events of Default", will no longer
constitute Events of Default with respect to the Senior Notes. USEC, in order to
exercise such option to defease such covenants, will be required to:

- deposit, in trust for the benefit of the registered holders of
outstanding Senior Notes, money or U.S. Government Obligations, or
both, which, through the payment of principal and interest in
respect thereof in accordance with their terms, will provide money
in an amount sufficient to pay the principal of and interest on such
Senior Notes at maturity in accordance with the terms of the
indenture and such outstanding Senior Notes; and

- among other things, deliver to the trustee an Opinion of Counsel to
the effect that registered holders of such outstanding Senior Notes
will not recognize gain or loss for federal income tax purposes as a
result of such deposit and defeasance of certain obligations and
will be subject to federal income tax on the same amount, in the
same manner and at the same times as would have been the case if
such deposit and defeasance were not to occur.

If subsequent to the completion of a defeasance of certain covenants as
described in the immediately preceding paragraph, such outstanding Senior Notes
are declared due and payable because of the occurrence of any remaining Event of
Default and the amount of money and U.S. Government Obligations so deposited in
trust would be sufficient to pay amounts due on such Senior Notes at maturity
but may not be sufficient to pay amounts due on such Senior Notes upon any
acceleration resulting from such Event of Default, then USEC would remain liable
for such payments.

NOTICES

Notices to registered holders of the Senior Notes will be given by mail to
the addresses of such registered holders as they may appear in the Security
Register.

TITLE

USEC, the trustee and any agent of USEC or the trustee may treat the Person
in whose name a Senior Note is registered as the absolute owner thereof (whether
or not the

83
<PAGE> 85

Senior Notes may be overdue) for the purpose of making payment and for all other
purposes.

GOVERNING LAW

The indenture and the Senior Notes will be governed by, and construed in
accordance with, the laws of the State of New York.

84
<PAGE> 86

UNDERWRITING

Subject to the terms and conditions set forth in a purchase agreement (the
"Purchase Agreement") among USEC and Merrill Lynch, Pierce, Fenner & Smith
Incorporated and J.P. Morgan Securities Inc. (the "Underwriters"), USEC has
agreed to sell to the Underwriters, and the Underwriters have severally agreed
to purchase, the respective principal amounts of the Senior Notes set forth
after their names below. The Purchase Agreement provides that the obligations of
the Underwriters are subject to certain conditions precedent and that the
Underwriters will be obligated to purchase all of the Senior Notes if any are
purchased.

<TABLE>
<CAPTION>
PRINCIPAL AMOUNT
UNDERWRITER OF SENIOR NOTES
----------- ----------------
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated.................................. $
J.P. Morgan Securities Inc..................................
--------------
Total..................................................... $
==============
</TABLE>

The Underwriters have advised USEC that they propose initially to offer the
Senior Notes to the public at the public offering prices set forth on the cover
page of this Prospectus, and to certain dealers at such prices less a concession
not in excess of [ ]% of the principal amount of the Senior Notes. The
Underwriters may allow, and such dealers may reallow, discounts not in excess of
[ ]% of the principal amount of the Senior Notes, to certain other dealers.
After the initial offering of the Senior Notes, the public offering price,
concession and discount may be changed.

The Senior Notes are a new issue of securities with no established trading
market. USEC does not intend to apply for listing of the Senior Notes on any
national securities exchange but has been advised by the Underwriters that they
presently intend to make a market in the Senior Notes as permitted by applicable
laws and regulations. The Underwriters are not obligated, however, to make a
market in the Senior Notes and any such market making may be discontinued at any
time at the sole discretion of the Underwriters. Accordingly, no assurance can
be given as to the trading market for the Senior Notes.

In order to facilitate the offering of the Senior Notes, the Underwriters
may engage in transactions that stabilize, maintain or otherwise affect the
price of the Senior Notes. Such transactions may consist of bids or purchases
for the purpose of pegging, fixing or maintaining the price of the Senior Notes.
If the Underwriters create a short position in the Senior Notes in connection
with the offering, i.e., if they sell more Senior Notes than are set forth on
the cover page of this Prospectus, the Underwriters may reduce that short
position by purchasing Senior Notes in the open market. In general, purchases of
a security for the purpose of stabilization or to reduce a short position could
cause the price of the security to be higher than it might be in the absence of
such purchases. The Underwriters may also impose a penalty bid on certain
Underwriters and any selling group members. This means that if the Underwriters
purchase Senior Notes in the open market to reduce the Underwriters' short
position or to stabilize the price of the Senior Notes, they may reclaim the
amount of the selling concession from the Underwriters and any selling group
members who sold those Senior Notes as part of the offering. The imposition of a
penalty bid might also have an effect on the price of the Senior Notes to the
extent it were to discourage resales of the Senior Notes.

85
<PAGE> 87

Neither USEC nor any of the Underwriters makes any representation or
prediction as to the direction or magnitude of any effect that the transactions
described above may have on the price of the Senior Notes. In addition, neither
USEC nor any of the Underwriters makes any representation that the Underwriters
will engage in such transactions or that such transactions, once commenced, will
not be discontinued without notice.

USEC has agreed to indemnify the Underwriters against certain liabilities
(including reimbursements to the Underwriters for certain fees and expenses of
their counsel), including civil liabilities under the Securities Act of 1933, as
amended, or to contribute to payments the Underwriters may be required to make
in respect of such liabilities.

A portion of the net proceeds from the sale of the Senior Notes is expected
to be used to repay outstanding borrowings under the Credit Facility under which
Morgan Guaranty is a lender. Morgan Guaranty is an affiliate of J.P. Morgan
Securities Inc., an underwriter of this offering.

In the ordinary course of their respective businesses, the Underwriters or
their affiliates have performed, and may in the future perform, investment
banking, commercial banking or other financial services for USEC.

LEGAL MATTERS

The validity of the issuance of the Senior Notes offered hereby will be
passed upon for USEC by Skadden, Arps, Slate, Meagher & Flom LLP, Washington,
D.C., special counsel for USEC, and for the Underwriters by Davis Polk &
Wardwell, New York, New York.

EXPERTS

The financial statements of USEC as of June 30, 1997 and 1998 and for each
of the three years in the period ended June 30, 1998, included in this
Prospectus, have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their reports with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in
auditing and accounting.

86
<PAGE> 88

USEC INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Reports of Independent Public Accountants................... F-2 to F-3

Consolidated Balance Sheets at June 30, 1997 and 1998 and at
September 30, 1998 (Unaudited)............................ F-4

Consolidated Statements of Income for the Years Ended June
30, 1996, 1997 and 1998 and the Three Months Ended September
30, 1997 and 1998 (Unaudited)............................. F-5

Consolidated Statements of Cash Flows for the Years Ended
June 30, 1996, 1997 and 1998 and the Three Months Ended
September 30, 1997 and 1998 (Unaudited)................... F-6

Notes to Consolidated Financial Statements.................. F-7 to F-18
</TABLE>

F-1
<PAGE> 89

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors of USEC Inc.:

We have audited the accompanying balance sheets of USEC Inc., a Delaware
corporation, (formerly United States Enrichment Corporation) as of June 30, 1997
and 1998, and the related statements of income and cash flows for each of the
three years in the period ended June 30, 1998. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of USEC Inc. as of June 30,
1997 and 1998, and the results of its operations and its cash flows for each of
the years in the three year period ended June 30, 1998, in conformity with
generally accepted accounting principles.

/s/ Arthur Andersen LLP

Washington, D.C.,
July 31, 1998

F-2
<PAGE> 90

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors of USEC Inc.:

We have examined the pro forma adjustments (not separately presented)
reflecting the IPO Transactions as described in Note 4 and the application of
those adjustments to the historical amounts in the assembly of the accompanying
pro forma statement of income of USEC Inc. (the "Company") for the year ended
June 30, 1998. The pro forma statement of income is derived from the audited
historical statement of income of USEC Inc. appearing herein. Such pro forma
adjustments are based upon management's assumptions described in Note 4. Our
examination was made in accordance with standards established by the American
Institute of Certified Public Accountants and, accordingly, included such
procedures as we considered necessary in the circumstances.

The objective of the pro forma statement of income is to show what the
significant effects on the historical statement of income might have been had
the IPO Transactions occurred at an earlier date. However, the pro forma
statement of income is not necessarily indicative of the results of operations
that would have been attained had the IPO Transactions actually occurred
earlier.

In our opinion, management's assumptions provide a reasonable basis for
presenting the significant effects directly attributable to the IPO
Transactions, the related pro forma adjustments give appropriate effect to those
assumptions, and the pro forma statement of income reflects the proper
application of those adjustments to the historical statement of income for the
year ended June 30, 1998.

/s/ Arthur Andersen LLP

Washington, D.C.,
July 31, 1998

F-3
<PAGE> 91

USEC INC.

CONSOLIDATED BALANCE SHEETS

(MILLIONS, EXCEPT SHARE AND PER SHARE DATA)

<TABLE>
<CAPTION>
JUNE 30, JUNE 30, SEPTEMBER 30,
1997 1998 1998
-------- -------- -------------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
Current Assets
Cash...................................................... $1,261.0 $1,177.8 $ 48.4
Accounts receivable -- customers.......................... 249.3 218.5 220.6
Receivables from Department of Energy..................... 134.4 17.9 17.1
Inventories:
Separative Work Units.................................. 573.8 687.0 699.4
Uranium................................................ 131.5 184.5 199.7
Uranium provided by customers.......................... 726.2 315.0 222.6
Materials and supplies................................. 12.4 24.8 22.4
-------- -------- --------
Total Inventories................................. 1,443.9 1,211.3 1,144.1
Payments for future deliveries under Russian Contract..... 79.6 63.4 50.0
Other..................................................... 23.3 39.5 30.8
-------- -------- --------
Total Current Assets.............................. 3,191.5 2,728.4 1,511.0
Property, Plant and Equipment, net.......................... 111.5 131.9 133.0
Other Assets
Deferred income taxes..................................... -- -- 54.5
Deferred costs for depleted UF(6)......................... -- 50.0 50.0
Uranium inventories....................................... 103.6 561.0 562.7
Payment for future deliveries under Russian Contract...... 50.0 -- --
-------- -------- --------
Total Other Assets................................ 153.6 611.0 667.2
-------- -------- --------
Total Assets................................................ $3,456.6 $3,471.3 $2,311.2
======== ======== ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Short-term debt........................................... $ -- $ -- $ 265.0
Accounts payable and accrued liabilities.................. 159.7 168.0 151.1
Payables to Department of Energy.......................... 17.4 14.9 14.8
Uranium owed to customers................................. 726.2 315.0 222.6
Payables under Russian Contract........................... 10.2 8.4 54.8
Nuclear safety upgrade costs.............................. -- 41.2 36.1
-------- -------- --------
Total Current Liabilities......................... 913.5 547.5 744.4
Long-term debt.............................................. -- -- 300.0
Other Liabilities
Advances from customers................................... 34.9 34.3 34.5
Depleted UF(6) disposition................................ 336.4 372.6 4.3
Other liabilities......................................... 80.5 96.4 85.3
-------- -------- --------
Total Other Liabilities........................... 451.8 503.3 124.1
Commitments and Contingencies (Notes 6, 11 and 12)
Stockholders' Equity
Preferred stock, par value $1.00 per share, 25,000,000
shares authorized, none issued......................... -- -- --
Common stock, par value $.10 per share, 250,000,000 shares
authorized, 100,000,000 shares issued and
outstanding............................................ 10.0 10.0 10.0
Excess of capital over par value.......................... 1,054.2 1,357.1 1,067.6
Retained earnings......................................... 1,027.1 1,053.4 65.1
-------- -------- --------
Total Stockholders' Equity........................ 2,091.3 2,420.5 1,142.7
-------- -------- --------
Total Liabilities and Stockholders' Equity.................. $3,456.6 $3,471.3 $2,311.2
======== ======== ========
</TABLE>

See notes to consolidated financial statements.

F-4
<PAGE> 92

USEC INC.

CONSOLIDATED STATEMENTS OF INCOME

(MILLIONS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
THREE MONTHS
ENDED
YEARS ENDED JUNE 30, SEPTEMBER 30,
------------------------------------------ ---------------
1996 1997 1998 1998 1997 1998
-------- -------- -------- --------- ------ ------
PRO FORMA (UNAUDITED)
<S> <C> <C> <C> <C> <C> <C>
Revenue
Domestic.................................. $ 901.6 $ 950.8 $ 896.2 $ 896.2 $319.7 $176.9
Asia...................................... 441.3 487.5 442.8 442.8 83.2 79.9
Europe and other.......................... 69.9 139.5 82.2 82.2 37.5 51.1
-------- -------- -------- -------- ------ ------
1,412.8 1,577.8 1,421.2 1,421.2 440.4 307.9
Cost of sales............................... 973.0 1,162.3 1,062.1 1,062.1 342.1 248.6
-------- -------- -------- -------- ------ ------
Gross profit................................ 439.8 415.5 359.1 359.1 98.3 59.3
Special charges for workforce reductions and
Privatization costs....................... -- -- 46.6 46.6 -- --
Project development costs................... 103.6 141.5 136.7 136.7 32.2 31.6
Selling, general and administrative......... 36.0 31.8 34.7 34.7 8.1 7.9
-------- -------- -------- -------- ------ ------
Operating income............................ 300.2 242.2 141.1 141.1 58.0 19.8
Interest expense............................ -- -- -- 36.0 -- 6.5
Other (income) expense, net................. (3.9) (7.9) (5.2) (5.2) (2.0) (1.6)
-------- -------- -------- -------- ------ ------
Income before income taxes.................. 304.1 250.1 146.3 110.3 60.0 14.9
Provision (benefit) for income taxes........ -- -- -- 41.9 -- (48.2)
-------- -------- -------- -------- ------ ------
Net income.................................. $ 304.1 $ 250.1 $ 146.3 $ 68.4 $ 60.0 $ 63.1
======== ======== ======== ======== ====== ======
Net income per share -- basic and diluted... $ .68 $ .63
Average number of shares outstanding........ 100.0 100.0
</TABLE>

See notes to consolidated financial statements.

F-5
<PAGE> 93

USEC INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(MILLIONS)

<TABLE>
<CAPTION>
THREE MONTHS
ENDED
YEARS ENDED JUNE 30, SEPTEMBER 30,
-------------------------------- ---------------------
1996 1997 1998 1997 1998
-------- -------- -------- -------- ---------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Cash Flows from Operating Activities
Net income..................................... $ 304.1 $ 250.1 $ 146.3 $ 60.0 $ 63.1
Adjustments to reconcile net income to net cash
provided by operating activities:
Deferred income taxes..................... -- (54.5)
Advance payment to DOE for electric
power................................... (60.0) --
Depreciation and amortization............. 13.7 14.6 16.1 3.8 5.2
Depleted UF(6) disposition costs.......... 90.6 72.0 55.7 14.5 5.2
Payments to DOE for disposition of
depleted UF(6).......................... -- -- (66.0) -- --
Advances from customers -- (decrease)..... (4.4) (20.1) (.6) 14.1 0.2
Changes in operating assets and
liabilities:
Accounts receivable -- (increase)
decrease............................. (84.3) 97.6 30.8 (22.6) (2.1)
Net receivables from Department of
Energy -- (increase) decrease........ (68.9) 5.5 (35.4) 0.7 0.7
Inventories -- (increase)............... (49.8) (3.5) (142.5) 27.9 (26.9)
Payments under Russian Contract, net.... (66.0) (50.1) 64.4 46.8 59.8
Accounts payable and accrued
liabilities -- increase (decrease)... (7.2) (17.3) 13.4 (10.6) (32.9)
Other................................... (8.1) 7.3 (8.9) 8.5 10.8
-------- -------- -------- -------- ---------
Net Cash Provided by Operating Activities...... 119.7 356.1 73.3 83.1 28.6
-------- -------- -------- -------- ---------
Cash Flows Used in Investing Activities
Capital expenditures........................... (15.6) (25.8) (36.5) (5.9) (5.7)
-------- -------- -------- -------- ---------
Cash Flows from Financing Activities
Dividends paid................................. (120.0) (120.0) (120.0) -- --
Exit Dividend paid to U.S. Treasury............ -- -- -- -- (1,709.4)
Proceeds from issuance of debt................. -- -- -- -- 589.0
Repayment of debt.............................. -- -- -- -- (24.0)
Debt issuance costs............................ -- -- -- -- (2.6)
Costs related to the IPO....................... -- -- -- -- (5.3)
Payments under Russian Contract for purchase of
natural uranium transferred to Department of
Energy....................................... (86.1) (74.3) -- -- --
-------- -------- -------- -------- ---------
Net Cash Used in Financing Activities.......... (206.1) (194.3) (120.0) -- (1,152.3)
-------- -------- -------- -------- ---------
Net Increase (Decrease)........................ (102.0) 136.0 (83.2) 77.2 (1,129.4)
Cash at Beginning of Period.................... 1,227.0 1,125.0 1,261.0 1,261.0 1,177.8
-------- -------- -------- -------- ---------
Cash at End of Period.......................... $1,125.0 $1,261.0 $1,177.8 $1,338.2 $ 48.4
======== ======== ======== ======== =========
Supplemental Cash Flow Information
Interest paid............................. -- -- -- -- $ 5.3
Supplemental Schedule of Non-Cash Financing
Activities
Transfer of responsibility for depleted uranium
disposition to DOE........................... -- -- -- -- $ 373.8
</TABLE>

See notes to consolidated financial statements.

F-6
<PAGE> 94

USEC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. NATURE OF OPERATIONS

USEC Inc., a Delaware-chartered corporation ("USEC"), formerly United
States Enrichment Corporation (a federal-chartered U.S. Government-owned
corporation), is a global energy company and the world's leading producer and
marketer of uranium enrichment services. USEC provides uranium enrichment
services to electric utilities operating nuclear reactors in 14 countries,
including the United States. USEC has been designated by the U.S. Government as
the Executive Agent under a government-to-government agreement and as such
entered into an agreement with the executive agent for the Russian Federation
(the "Russian Contract") under which USEC purchases Separative Work Units
("SWU") derived from highly enriched uranium recovered from dismantled nuclear
weapons of the Russian Federation for use in commercial electricity production.

USEC uses the gaseous diffusion process to enrich uranium, separating and
concentrating the lighter uranium isotope U(235) from its slightly heavier
counterpart U(238). The process relies on the slight difference in mass between
the isotopes for separation. At the leased gaseous diffusion plants located near
Portsmouth, Ohio, and in Paducah, Kentucky, the concentration of the isotope
U(235) is raised from less than 1% to up to 5%. A substantial portion of the
purchased power used by the plants is supplied under power contracts between the
U.S. Department of Energy ("DOE") and Ohio Valley Electric Corporation ("OVEC")
and Electric Energy, Inc. ("EEI"). Lockheed Martin Utility Services, Inc.
("LMUS"), a subsidiary of Lockheed Martin Corporation, operates the plants under
USEC's direct supervision and management.

In November 1996, the Nuclear Regulatory Commission ("NRC") granted initial
certificates of compliance for operation of the plants. Regulatory authority
over the operations of the plants was transferred from DOE to NRC in March 1997.
The initial NRC certification expires December 31, 1998, and subsequent
certification will be for periods of up to five years.

Customers typically deliver uranium to the enrichment facilities to be
processed or enriched under enrichment contracts. Customers are billed for SWU
used at the enrichment facilities to separate specific quantities of uranium
containing .711% of U(235) into two components: enriched uranium having a higher
percentage of U(235) and depleted UF(6) having a lower percentage of U(235).

USEC has exclusive commercial rights to deploy the Atomic Vapor Laser
Isotope Separation ("AVLIS") technology, an advanced laser based enrichment
process that is expected to significantly reduce production costs. USEC expects
to begin deployment of an AVLIS plant by 2006.

2. INITIAL PUBLIC OFFERING

On July 28, 1998, the sale of USEC's common stock in connection with an
initial public offering (the "IPO") was completed, resulting in net proceeds to
the U.S. Government aggregating $3,092.1 million, including $1,382.7 million
from the IPO and $1,709.4 million from the exit dividend paid to the U.S.
Treasury (the "Exit Dividend"). The U.S. Government, the selling shareholder,
sold its entire interest. USEC did not receive any proceeds from the IPO.

The Exit Dividend of $1,709.4 million paid to the U.S. Treasury represented
the cash balance held in USEC's account at the U.S. Treasury and $500.0 million
of $550.0 million in borrowings at the time of the IPO. USEC retained $50.0
million in cash from the $550.0 million in borrowings. The amount of the Exit
Dividend in excess of retained earnings was recorded in July 1998 as a reduction
of excess of capital over par value.

Pursuant to the USEC Privatization Act, depleted uranium hexafloride
("UF(6)") generated by USEC through the date of the IPO was transferred to DOE
in July 1998; liabilities and contingencies incurred

F-7
<PAGE> 95
USEC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

through the date of the IPO were allocated between USEC and the U.S. Government;
50 metric tons of highly enriched uranium and 7,000 metric tons of natural
uranium from DOE's excess inventories were transferred to USEC in May 1998;
certain employee benefit protections were established for workers at the plants;
certain limitations were established on the ability of a person to acquire more
than 10% of USEC's voting securities for a three-year period after the IPO; and
certain foreign ownership limitations were established.

The U.S. Government will continue to exercise oversight of USEC's
activities affecting matters of national security and other interests of the
U.S. Government, including its role as Executive Agent in connection with the
Russian Contract.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CONSOLIDATION

In connection with the IPO consummated in July 1998, USEC Inc. became a
holding company. The consolidated financial statements include the accounts of
USEC Inc. and its subsidiaries. All material intercompany transactions have been
eliminated.

CASH

Cash at June 30, 1997 and 1998 consists of non-interest bearing funds on
deposit with the U.S. Treasury.

INVENTORIES

Inventories of uranium and SWU are valued at the lower of cost or market.
SWU inventory costs are determined using the monthly moving average cost method
and are based on production costs at the plants and SWU purchase costs, mainly
under the Russian Contract. Production costs at the plants include purchased
electric power, labor and benefits, depleted UF(6) disposition costs, materials,
major overhauls, maintenance and repairs, and other costs. Purchased SWU is
recorded at acquisition cost plus related shipping costs.

PROPERTY, PLANT AND EQUIPMENT

Construction work in progress is recorded at acquisition or construction
cost. Upon being placed into service, costs are transferred to leasehold
improvements or machinery and equipment at which time depreciation commences.
Leasehold improvements and machinery and equipment are recorded at acquisition
cost and depreciated on a straight line basis over the shorter of their useful
lives which range from three to ten years or the plant lease period which is
estimated to extend through 2005. USEC leases the plants and process-related
machinery and equipment from DOE. At the end of the lease term, ownership and
responsibility for decontamination and decommissioning of property, plant and
equipment that USEC leaves at the plants transfer to DOE.

F-8
<PAGE> 96
USEC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Property, plant and equipment at June 30 consists of the following (in
millions):

<TABLE>
<CAPTION>
1997 1998
------ ------
<S> <C> <C>
Construction work in progress............................... $ 15.6 $ 27.1
Leasehold improvements...................................... 17.2 21.7
Machinery and equipment..................................... 125.4 145.9
------ ------
158.2 194.7
Accumulated depreciation and amortization................... (46.7) (62.8)
------ ------
$111.5 $131.9
====== ======
</TABLE>

REVENUE

Revenue is recognized at the time enriched uranium is shipped under the
terms of long-term requirements contracts with domestic and foreign electric
utility customers. Under delivery optimization and other customer oriented
programs, USEC advance ships enriched uranium to nuclear fuel fabricators for
scheduled or anticipated orders from utility customers. Revenue from sales of
SWU under such programs is recognized as title to enriched uranium is
transferred to customers. Under certain power-for-SWU barter contracts, USEC
exchanges its enrichment services for electric power supplied to the plants.
Revenue is recognized at the time enriched uranium is shipped with selling
prices for SWU based on the fair market value of electric power received.

No customer accounted for more than 10% of revenue during the years ended
June 30, 1996, 1997 or 1998. Revenue attributed to domestic and international
customers follows:

<TABLE>
<CAPTION>
YEARS ENDED JUNE 30,
--------------------
1996 1997 1998
---- ---- ----
<S> <C> <C> <C>
Domestic.................................................... 64% 60% 63%
Asia........................................................ 31 31 31
Europe and other............................................ 5 9 6
--- --- ---
100% 100% 100%
=== === ===
</TABLE>

Under the terms of certain enrichment contracts, customers make partial or
full payment in advance of delivery. Advances from customers are reported as
liabilities, and, as customers take delivery, advances are recorded as revenue.

ENVIRONMENTAL COSTS

Environmental costs relating to operations are charged to production costs
as incurred. Estimated future environmental costs, including depleted UF(6)
disposition and waste disposal, resulting from operations where environmental
assessments indicate that storage, treatment or disposal is probable and costs
can be reasonably estimated, are accrued and charged to production costs.

PROJECT DEVELOPMENT COSTS

Project development costs relate principally to the AVLIS project. AVLIS
development costs are charged to expense as incurred and include activities
relating to the design and testing of process equipment and the design and
preparation of the AVLIS demonstration facility. USEC intends to capitalize
AVLIS development costs associated with facilities and equipment designed for
commercial production activities.

INCOME TAXES

USEC was exempt from income taxes up to the time of the IPO. USEC
transitioned to taxable status on July 28, 1998, at the time of the IPO. Future
tax consequences of temporary differences between

F-9
<PAGE> 97
USEC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

the carrying amounts for financial reporting purposes and USEC's estimate of the
tax bases of its assets and liabilities result in deferred income tax benefits
primarily due to the accrual of certain costs included in other liabilities.

ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities,
disclosure of any contingent assets and liabilities at the date of the financial
statements, and reported amounts of revenue and costs and expenses during the
periods presented such as, but not limited to, accrued costs for the disposition
of depleted UF(6) and the operating lease period of the plants. Actual results
could differ from those estimates.

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

The unaudited consolidated financial statements as of and for the three
months ended September 30, 1998, included herein have been prepared pursuant to
the rules and regulations of the Securities and Exchange Commission. The interim
consolidated 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. Operating results for the three months ended September
30, 1998, are not necessarily indicative of the results that may be expected for
the year ending June 30, 1999.

RECLASSIFICATIONS

Certain amounts in the consolidated financial statements have been
reclassified to conform with the current presentation.

4. PRO FORMA STATEMENT OF INCOME

The pro forma statement of income for the year ended June 30, 1998,
reflects the sale of 100 million shares of Common Stock in connection with the
IPO, interest expense on borrowings from banks, and USEC's transition to taxable
status at the time of the IPO (the "IPO Transactions"). The objective of the pro
forma statement of income is to show the significant effects of the IPO
Transactions as if the IPO had occurred at the beginning of the year ended June
30, 1998.

Pro forma interest expense of $36.0 million is based on a weighted average
interest rate of 6.55% on $550.0 million of borrowings incurred at the time of
the IPO, as if such borrowings had occurred at the beginning of the fiscal year
ended June 30, 1998.

USEC was exempt from federal, state and local income taxes until the time
of the IPO. The pro forma provision for income taxes of $41.9 million is based
on an effective income tax rate of 38% and assumes the IPO had occurred at the
beginning of the fiscal year ended June 30, 1998.

Pro forma basic net income per share is based on 100 million shares of
common stock sold in the IPO. The U.S. Government sold its entire interest in
USEC. At the time of the IPO, there were no stock options, warrants or
convertible securities, and, accordingly, pro forma basic and diluted net income
per share are the same.

F-10
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USEC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

5. INVENTORIES

Inventories and related balance sheet accounts follow (in millions):

<TABLE>
<CAPTION>
JUNE 30,
-------------------
1997 1998
-------- --------
<S> <C> <C>
CURRENT ASSETS
Separative Work Units..................................... $ 573.8 $ 687.0
Uranium................................................... 131.5 184.5
Uranium provided by customers............................. 726.2 315.0
Materials and supplies.................................... 12.4 24.8
-------- --------
1,443.9 1,211.3
LONG-TERM ASSETS
Uranium................................................... 103.6 561.0
CURRENT LIABILITIES
Uranium owed to customers................................. (726.2) (315.0)
-------- --------
INVENTORIES, REDUCED BY URANIUM OWED TO CUSTOMERS........... $ 821.3 $1,457.3
======== ========
</TABLE>

Inventories included in current assets represent amounts required to meet
working capital needs, preproduce enriched uranium and balance the natural
uranium and electric power requirements of the plants, and include $157.9
million and $187.6 million at June 30, 1997 and 1998, respectively, for enriched
uranium held at fabricators and other locations and scheduled to be used to fill
customer orders.

Uranium inventories reported as long-term assets represent quantities not
expected to be used or consumed within one year of the balance sheet date.

Uranium provided by customers for enrichment purposes, for which title
passes to USEC, is recorded at estimated fair values of $726.2 million and
$315.0 million at June 30, 1997 and 1998, with a corresponding liability in the
same amount representing uranium owed to customers. In addition, USEC holds
uranium provided by customers for enrichment purposes for which title does not
pass to USEC (title remains with customers) in the amounts of $110.5 million and
$761.9 million based on estimated fair values at June 30, 1997 and 1998,
respectively.

6. PURCHASE OF SEPARATIVE WORK UNITS UNDER RUSSIAN CONTRACT

In January 1994, USEC signed the 20-year Russian Contract with
Techsnabexport Co., Ltd. (TENEX), the Executive Agent for the Russian
Federation, under which USEC purchases SWU derived from up to 500 metric tons of
highly enriched uranium recovered from dismantled Soviet nuclear weapons. Highly
enriched uranium is blended down in Russia and delivered to USEC, F.O.B. St.
Petersburg, Russia, for sale and use in commercial nuclear reactors.

F-11
<PAGE> 99
USEC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

From inception of the Russian Contract to June 30, 1998, USEC purchased 7.4
million SWU derived from 40 metric tons of highly enriched uranium at an
aggregate cost of $639.9 million, including related shipping charges, as
follows:

<TABLE>
<CAPTION>
SWU COST
--- ------
(MILLIONS)
<S> <C> <C>
YEARS ENDED JUNE 30,
1995........................................................ 0.3 $ 22.7
1996........................................................ 1.7 144.1
1997........................................................ 1.8 157.3
1998........................................................ 3.6 315.8
--- ------
7.4 $639.9
=== ======
</TABLE>

Subject to certain purchase price adjustments for U.S. inflation, as of
June 30, 1998, USEC has committed to purchase SWU derived from highly enriched
uranium through 2001 as follows:

<TABLE>
<CAPTION>
DERIVED FROM
METRIC TONS OF
HIGHLY ENRICHED
CALENDAR YEAR SWU URANIUM AMOUNT
------------- ---------- ------------------ ----------
(MILLIONS) (MILLIONS)
<S> <C> <C> <C>
Six Months Ended December 31, 1998............... 3.6 20 $ 308.8
1999............................................. 5.5 30 475.8
2000............................................. 5.5 30 475.8
2001............................................. 5.5 30 475.8
--------
$1,736.2
========
</TABLE>

Over the life of the Russian Contract, USEC expects to purchase 92 million
SWU derived from 500 metric tons of highly enriched uranium. Assuming actual
prices in effect at June 30, 1998, were to prevail over the remaining life of
the contract, the cost of SWU purchased and expected to be purchased from TENEX
would amount to approximately $8 billion.

As of June 30, 1998, USEC had made payments aggregating $260.0 million to
TENEX as credits for future SWU deliveries. As of June 30, 1998, $196.6 million
had been applied against purchases of SWU, and the remaining balance of $63.4
million is scheduled to be applied as follows: $13.4 million by December 31,
1998, and $50.0 million in calendar year 1999.

7. INCOME TAXES

USEC was exempt from income taxes up to the time of the IPO. USEC
transitioned to taxable status on July 28, 1998, at the time of the IPO. Future
tax consequences of temporary differences between the carrying amounts for
financial reporting purposes and USEC's estimate of the tax bases of its assets
and liabilities resulted in deferred income tax benefits of $54.5 million at the
time of the IPO as follows: $17.3 million for SWU and uranium inventory costs,
$9.0 million for plant lease turnover costs, $7.8 million for contractor pension
costs, $6.9 million for decommissioning and shutdown costs at dedicated electric
power generation facilities, and $13.5 million for other temporary differences
relating primarily to other liabilities.

8. DEBT

On July 28, 1998, at the time of the IPO, USEC borrowed $550.0 million in
variable rate debt under a credit facility comprised of three tranches (the
"Credit Facility"). Tranche A is a 364-day revolving

F-12
<PAGE> 100
USEC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

credit facility for $400.0 million. Tranche B is a 364-day revolving credit
facility for $150.0 million which is convertible, at USEC's option, into a
one-year term loan. Tranche C is a five-year revolving credit facility for
$150.0 million for working capital and general corporate purposes. Interest is
paid at a rate equal to, at USEC's option (i) the London Interbank Offered Rate
("LIBOR") plus an "Applicable Eurodollar Margin" or (ii) the Base Rate (as
defined). The Applicable Eurodollar Margin is based on USEC's credit rating. The
weighted average interest rate for borrowings under the Credit Facility,
including the amortization of fees, amounted to 6.8% (unaudited) for the period
ended September 30, 1998.

At September 30, 1998, borrowings under the Credit Facility amounted to
$565.0 million, as follows: (a) $400.0 million under Tranche A, a 364-day
revolving credit facility, (b) $100.0 million under Tranche B, a 364-day
revolving credit facility, convertible at USEC's option, into a one-year term
loan, and (c) $65.0 million under Tranche C, a five-year revolving credit
facility.

Long-term debt of $300.0 million at September 30, 1998, represents amounts
borrowed and/or available under the Credit Facility as follows: (a) $150.0
million borrowed under Tranche B, with an ultimate maturity of July 2000, and
(b) $150.0 million available under Tranche C, a five-year revolving credit
facility with an ultimate maturity of July 2003.

The Credit Facility requires USEC to comply with certain financial
covenants, including a minimum net worth and a debt to total capitalization
ratio, as well as other customary conditions and covenants, including
restrictions on borrowings by subsidiaries. The failure to satisfy any of the
covenants would constitute an event of default. The Credit Facility also
includes other customary events of default, including without limitation,
nonpayment, material misrepresentations, cross-default to other indebtedness,
bankruptcy, and change of control.

9. PROJECT DEVELOPMENT COSTS

AVLIS is a uranium enrichment process which uses lasers to separate uranium
isotopes. The AVLIS process was developed under a contract with DOE by the
Lawrence Livermore National Laboratory ("LLNL") located in Livermore,
California.

In April 1995, USEC entered into an agreement with DOE (the "AVLIS Transfer
Agreement") providing for, among other things, the transfer to USEC by DOE of
its intellectual and physical property pertaining to the AVLIS technology. Also
under the AVLIS Transfer Agreement, DOE conducts AVLIS research, development and
demonstration at LLNL as requested by USEC. USEC reimburses DOE for its costs in
conducting AVLIS work and is liable for any incremental increase in DOE's costs
of decontamination and decommissioning the AVLIS facilities at LLNL as a result
of the work performed for USEC. The AVLIS research and development work is
performed primarily by the University of California under DOE's management and
operations contract for LLNL. Patents, technology, and other intellectual
property that result from this research and development effort will be owned by
USEC.

USEC has entered into joint development agreements with Cameco Corporation
("Cameco") for AVLIS feed conversion services and General Electric Company
("GE") for AVLIS product conversion services, both of which are necessary
because AVLIS requires a metallic form of uranium for processing rather than
UF(6). However, USEC is investigating a product conversion process using UF(6)
with another commercial vendor. Both joint development agreements with Cameco
and GE obligate USEC to reimburse costs and expenses incurred by its partners if
USEC elects not to proceed to the deployment phase under certain circumstances.
USEC's maximum liability under both agreements is $9.0 million, subject to
certain provisions for cost overruns. The contracts also provide that if USEC
proceeds with AVLIS deployment but elects to do so without entering into
agreements with Cameco and GE, USEC must pay certain royalty payments. In such
event, in the case of Cameco, these payments would not exceed $50.0 million in
the

F-13
<PAGE> 101
USEC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

aggregate. In the case of GE, the payment would include a fixed payment of $5.0
million plus an annual royalty of $1.0 million until certain GE patents related
to the product conversion expire.

Project development costs relating to AVLIS activities amounted to $102.0
million, $133.7 million, and $134.7 million for the years ended June 30, 1996,
1997 and 1998, respectively, and were charged to expense as incurred.

During the year ended June 30, 1997, USEC began to evaluate SILEX, a
potential new advanced enrichment technology to separate U(235) from U(238).
USEC plans to continue evaluating SILEX technology during fiscal 1999.

10. ENVIRONMENTAL MATTERS

Environmental compliance costs include the handling, treatment and disposal
of hazardous substances and wastes. Pursuant to the Privatization Act, all
environmental liabilities associated with the operation of the plants prior to
July 1, 1993, are the responsibility of DOE, and with certain limited exceptions
DOE is responsible for decontamination and decommissioning of the plants at the
end of their operating lives. Except for certain liabilities relating to
disposal of certain wastes generated after July 1, 1993, all environmental
liabilities of USEC through the date of the IPO remain obligations of the U.S.
Government.

DEPLETED UF(6)

Depleted UF(6) is stored in cylinders at the plants as a solid. USEC
accrues estimated costs for the future disposition of depleted UF(6), based upon
estimates for transportation, conversion and disposition. The accrued liability
amounted to $372.6 million at June 30, 1998. Pursuant to the USEC Privatization
Act, in July 1998, depleted UF(6) generated by USEC through the time of the IPO
was transferred to DOE. Depleted UF(6) generated after the IPO is the
responsibility of USEC.

OTHER ENVIRONMENTAL MATTERS

USEC's operations generate hazardous, low-level radioactive and mixed
wastes. The storage, treatment, and disposal of wastes are regulated by federal
and state laws. USEC utilizes offsite treatment and disposal facilities and
stores wastes at the plants pursuant to permits, orders and agreements with DOE
and various state agencies.

The accrued liability for the treatment and disposal of stored wastes
generated by USEC's operations included in other liabilities amounted to $8.3
million at June 30, 1998. All liabilities related to the disposal of stored
wastes generated prior to July 1, 1993, are the responsibility of DOE.

NUCLEAR INDEMNIFICATION

Pursuant to the Energy Policy Act and under the terms of the lease
agreement with DOE, USEC is indemnified by DOE under the Price-Anderson Act for
third-party liability claims arising from nuclear incidents with respect to
activities at the plants, including transportation of uranium to and from the
plants.

11. LEGAL PROCEEDINGS

In 1995, 15 of USEC's customers filed four substantially similar lawsuits
in the U.S. Court of Federal Claims challenging prices under their Utility
Services Contracts. Five of the 15 customers thereafter negotiated new contracts
with USEC and withdrew from the litigation. In August 1996, the trial court
granted the United States' motion for summary judgment dismissing one of the
suits; in July 1997, the Court of Appeals for the Federal Circuit affirmed that
decision. In December 1997, the trial court granted

F-14
<PAGE> 102
USEC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

the United States' motions to dismiss the remaining suits; the plaintiffs did
not seek to appeal those decisions.

12. COMMITMENTS AND CONTINGENCIES

POWER COMMITMENTS

Under the terms of the plant lease, USEC purchases electric power at
amounts equivalent to actual cost incurred under DOE's power contracts with OVEC
and EEI that extend through December 2005. USEC has the right to have DOE
terminate the power contracts with notice ranging from three to five years and
is obligated to make minimum annual payments for demand charges, whether or not
it takes delivery of power, estimated as follows (in millions):

<TABLE>
<CAPTION>
YEARS ENDED JUNE 30,
--------------------
<S> <C>
1999........................................................ $122.7
2000........................................................ 119.8
2001........................................................ 121.3
2002........................................................ 99.5
2003........................................................ 42.2
------
$505.5
======
</TABLE>

Under the power contracts with DOE, in July 1993, USEC assumed
responsibility for DOE's guarantee of OVEC's senior secured notes with a
remaining balance of $62.0 million at June 30, 1998, for expenditures related to
compliance with the Clean Air Act Amendments of 1990, including facilities for
fuel switching and the installation of continuous emission monitors. The minimum
demand charges under the OVEC contract include annual debt service of $10.5
million to fully amortize the notes by the scheduled maturity in December 2005.

Upon termination of the power contracts, USEC is responsible for its pro
rata share of costs of future decommissioning and shutdown activities at
dedicated coal-fired power generating facilities owned and operated by OVEC and
EEI. Estimated costs are accrued and charged to production costs over the
contract period, and the accrued cost included in other liabilities amounted to
$18.1 million at June 30, 1998.

LEASE COMMITMENTS

Total costs incurred under the plant lease with DOE and leases for office
space and equipment aggregated $18.7 million, $23.2 million, and $11.5 million
for the years ended June 30, 1996, 1997 and 1998, respectively, and include
costs relating to DOE's regulatory oversight of the plants. In March 1997, the
NRC assumed regulatory oversight. Minimum lease payments for the plant lease and
leases for office space and equipment is estimated at $5.0 million for each of
the years ending June 30, 1999 to 2003.

USEC has the right to extend the plant lease indefinitely at its sole
option and may terminate the lease in its entirety or with respect to one of the
plants at any time upon two years' notice. Upon termination of the lease, USEC
is responsible for certain lease turnover activities at the plants, including
documentation of the condition of the plants and termination of facility
operations. Lease turnover costs are accrued and charged to production costs
over the lease period, which is estimated to extend through 2005, and the
accrued cost included in other liabilities amounted to $24.5 million at
September 30, 1998.

F-15
<PAGE> 103
USEC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

13. FAIR VALUE OF FINANCIAL INSTRUMENTS AND CONCENTRATIONS OF CREDIT RISK

Financial instruments are reported on the balance sheets and include cash
and cash equivalents, accounts receivable and payable, certain accrued
liabilities, and payables under Russian Contract, the carrying amounts for which
approximate fair value. In July 1998, USEC financial instruments include debt of
$550.0 million borrowed at the time of the IPO.

At June 30, 1998, trade receivables from sales of SWU to electric utility
customers located in the United States, Asia and Europe amounted to $149.9
million, $62.7 million, and $5.9 million, respectively. USEC has provided
extended payment terms to an Asian customer with respect to an overdue trade
receivable of $36.0 million at June 30, 1998. Interest accrues on the unpaid
balance.

Credit risk could result from the possibility of a utility customer failing
to perform according to the terms of a long-term requirements contract.
Extension of credit is based on an evaluation of each customer's financial
condition. USEC regularly monitors credit risk exposure and takes steps to
mitigate the likelihood of such exposure resulting in a loss. Based on
experience and outlook, an allowance for bad debts has not been established for
customer trade receivables.

14. STOCKHOLDERS' EQUITY

Changes in stockholders' equity follow (in millions):

<TABLE>
<CAPTION>
COMMON
STOCK, EXCESS OF TOTAL
PAR VALUE CAPITAL OVER RETAINED STOCKHOLDERS'
$.10 PER SHARE PAR VALUE EARNINGS EQUITY
-------------- ------------ --------- -------------
<S> <C> <C> <C> <C>
Balance at June 30, 1995................................ $10.0 $1,214.6 $ 712.9 $ 1,937.5
Dividend paid to U.S. Treasury.......................... -- -- (120.0) (120.0)
Net income.............................................. -- -- 304.1 304.1
----- -------- --------- ---------
Balance at June 30, 1996................................ 10.0 1,214.6 897.0 2,121.6
Dividend paid to U.S. Treasury.......................... -- -- (120.0) (120.0)
Transfer to DOE of uranium purchased
under the Russian Contract............................ -- (160.4) -- (160.4)
Net income.............................................. -- -- 250.1 250.1
----- -------- --------- ---------
Balance at June 30, 1997................................ 10.0 1,054.2 1,027.1 2,091.3
Dividend paid to U.S. Treasury.......................... -- -- (120.0) (120.0)
Net income.............................................. -- -- 146.3 146.3
Transfers of uranium from DOE........................... -- 302.9 -- 302.9
----- -------- --------- ---------
Balance at June 30, 1998................................ 10.0 1,357.1 1,053.4 2,420.5
Exit Dividend paid to U.S. Treasury..................... -- (658.0) (1,051.4) (1,709.4)
Transfer of responsibility for depleted uranium to
DOE................................................... -- 373.8 -- 373.8
Costs related to the IPO................................ -- (5.3) -- (5.3)
Net income.............................................. -- -- 63.1 63.1
----- -------- --------- ---------
BALANCE AT SEPTEMBER 30, 1998 (UNAUDITED)............... $10.0 $1,067.6 $ 65.1 $ 1,142.7
===== ======== ========= =========
</TABLE>

The Energy Policy Act required that USEC issue capital stock to the U.S.
Government, held on its behalf by the Secretary of the U.S. Treasury. Since
assets and liabilities were transferred between agencies of the U.S. Government
(DOE and USEC) pursuant to a Determination Order, they were recorded at DOE's
historical cost.

In connection with the IPO, the par value of the common stock was changed
to $.10 per share, and 100 million shares are issued and outstanding.

F-16
<PAGE> 104
USEC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Under the USEC Privatization Act, in April 1998, DOE transferred to USEC 50
metric tons of highly enriched uranium and 7,000 metric tons of natural uranium.
USEC is responsible for costs related to the blending of the highly enriched
uranium into low enriched uranium, as well as certain transportation, safeguards
and security costs. As a result of the transfer, long-term uranium inventories
and stockholders' equity were increased by $302.9 million based on DOE's
historical costs for the uranium.

Pursuant to the USEC Privatization Act, in December 1996, USEC transferred
to DOE the natural uranium component of low enriched uranium from highly
enriched uranium purchased under the Russian Contract in calendar years 1995 and
1996. As a result of the transfer, the purchase cost of $160.4 million,
including related shipping charges, was recorded as a return of capital.

Pursuant to the USEC Privatization Act, at the time of the IPO on July 28,
1998, depleted uranium generated by USEC from July 1993 to July 1998 was
transferred to DOE, and the accrued liability of $373.8 million for depleted
uranium disposition was transferred to stockholders' equity.

15. EMPLOYEE BENEFIT PLANS

Effective January 1994, a non-contributory defined benefit pension plan was
established by USEC to provide retirement benefits to its employees based on
salary and years of service. Certain employees who transferred from other
government agencies elected to continue participation in the federal retirement
programs. Pension costs, including costs for USEC's 401(k) plan, amounted to
$1.0 million for each of the years ended June 30, 1996, 1997 and 1998. At June
30, 1998, based on an assumed discount rate of 7.5%, an assumed compensation
rate of 5% and an assumed rate of return on plan assets of 8%, the actuarial
value of projected benefit obligations was $1.0 million, none of which was
vested, the fair value of plan assets was $1.1 million, and the amount of
unfunded accrued pension costs included in current liabilities was $0.1 million.

16. OPERATIONS AND MAINTENANCE CONTRACT

Under an operations and maintenance contract (the "LMUS Contract"), LMUS
provides labor, services, and materials and supplies to operate and maintain the
plants, for which USEC funds LMUS for its actual costs and pays contracted fees.
The LMUS Contract expires October 2000 and may be terminated by USEC without
penalty at any time upon six-months' notice. If LMUS meets certain specified
operating and safety criteria and demonstrates cost savings that exceed certain
targets, LMUS can earn an annual incentive fee.

Under the operations and maintenance contract, USEC is responsible for and
accrues for its pro rata share of pension and other postretirement health and
life insurance costs relating to LMUS employee benefit plans. All costs related
to years of service prior to July 1, 1993, are the responsibility of DOE. USEC's
responsibility for funding its pro rata share of LMUS pension and other
postretirement benefit costs is determined based on actuarial estimates and
amounted to $21.8 million, $20.8 million, and $22.4 million for the years ended
June 30, 1996, 1997 and 1998, respectively.

F-17
<PAGE> 105
USEC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Special charges amounted to $46.6 million for the year ended June 30, 1998,
for costs related to the Privatization and certain severance and transition
benefits to be paid with respect to 500 plant workers in connection with
workforce reductions over the next two fiscal years as follows:

17. TRANSACTIONS WITH THE DEPARTMENT OF ENERGY

In June 1998, USEC paid $50.0 million to DOE, and DOE assumed
responsibility for disposal of a certain amount of depleted UF(6) generated by
USEC from its operations at the plants from October 1998 to 2005. The prepaid
asset will be amortized as a charge against production costs using a straight
line method over the life of the agreement.

Services are provided to DOE by USEC for environmental restoration, waste
management and other activities based on actual costs incurred at the plants.
Reimbursements by DOE to USEC for actual costs incurred amounted to $68.5
million, $53.4 million, and $51.6 million for the years ended June 30, 1996,
1997 and 1998, respectively. Amounts receivable from DOE for actual costs
incurred for services amounted to $10.0 million and $17.9 million at June 30,
1997 and 1998, respectively.

Receivables from DOE of $104.8 million at June 30, 1997, relate to costs
associated with modifications to bring the plants into compliance with NRC
certification standards and nuclear safeguard requirements incurred by USEC and
reimbursable by DOE. The reimbursement was satisfied in May 1998 by the transfer
from DOE of 13 metric tons of highly enriched uranium blended into the plant
production stream, and transfers of natural uranium and low enriched uranium
that were recorded in May 1998 at DOE's historical cost. USEC estimates its
remaining cash outlays for completion of such upgrades, included in current
liabilities at June 30, 1998, amount to $41.2 million, the reimbursement for
which was completed by the transfers of uranium and low enriched uranium in May
1998.

Receivables from DOE at June 30, 1997, include the balance of $19.6 million
representing amounts receivable from DOE relating to the Determination Order,
dated July 1, 1993, payment of which was satisfied by the transfers of uranium
and low enriched uranium in May 1998.

F-18
<PAGE> 106
USEC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

18. QUARTERLY FINANCIAL DATA (UNAUDITED)

The following table summarizes quarterly results of operations (in
millions):

<TABLE>
<CAPTION>
SEPT. 30 DEC. 31 MARCH 31 JUNE 30 TOTAL
-------- ------- -------- ------- --------
<S> <C> <C> <C> <C> <C>
Year Ended June 30, 1998
Revenue(1)............................................. $440.4 $322.3 $294.0 $364.5 $1,421.2
Cost of sales.......................................... 342.1 235.7 214.4 269.9 1,062.1
------ ------ ------ ------ --------
Gross profit........................................... 98.3 86.6 79.6 94.6 359.1
Special charges for workforce reductions and
Privatization costs(2).............................. -- -- -- 46.6 46.6
Project development costs(3)........................... 32.2 35.4 35.4 33.7 136.7
Selling, general and administrative.................... 8.1 8.9 7.8 9.9 34.7
Other (income) expense, net............................ (2.0) 0.6 (3.9) 0.1 (5.2)
------ ------ ------ ------ --------
Net income(4).......................................... $ 60.0 $ 41.7 $ 40.3 $ 4.3 $ 146.3

Year Ended June 30, 1997
Revenue(1)............................................. $422.9 $485.1 $216.4 $453.4 $1,577.8
Cost of sales.......................................... 307.9 364.2 161.3 328.9 1,162.3
------ ------ ------ ------ --------
Gross profit........................................... 115.0 120.9 55.1 124.5 415.5
Project development costs(3)........................... 35.7 39.2 32.6 34.0 141.5
Selling, general and administrative.................... 8.6 8.6 8.5 6.1 31.8
Other (income) expense, net............................ (2.3) (.9) (1.1) (3.6) (7.9)
------ ------ ------ ------ --------
Net income(4).......................................... $ 73.0 $ 74.0 $ 15.1 $ 88.0 $ 250.1
</TABLE>

- ---------------

(1) USEC's revenue and financial performance are substantially influenced by
the timing of customer nuclear reactor refuelings that are affected by,
among other things, the seasonal nature of electricity demand and
production. The timing of customer reactor fuel reloads, which generally
occur every 12 to 24 months, tends to be fairly predictable over the long
run, but may vary quarter-to-quarter and can affect financial comparisons.
Utilities typically schedule the shutdown of their reactors for refueling
during low demand periods of spring and fall to reduce costs associated
with reactor downtime. USEC estimates that about two-thirds of the nuclear
reactors under contract operate on refueling cycles of 18 months or less,
and the remaining one-third operate on refueling cycles greater than 18
months.

(2) Special charges amounted to $46.6 million for costs related to the
Privatization and certain severance and transition benefits to be paid to
plant workers in connection with workforce reductions over the next two
years.

(3) Project development costs primarily represent planned development and
engineering spending for the future commercialization of the AVLIS uranium
enrichment process.

(4) USEC was exempt from federal, state and local income taxes until the time
of the IPO.

F-19
<PAGE> 107

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

USEC INC.

% SENIOR NOTES DUE 200[ ]

------------------------
PROSPECTUS
------------------------

MERRILL LYNCH & CO.

J.P. MORGAN & CO.

_____________ , 1998

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 108

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the estimated expenses to be incurred in
connection with the issuance and distribution of the securities being
registered, other than underwriting discounts and commissions, to be paid by
USEC:

<TABLE>
<S> <C>
SEC registration fee........................................ $ 139,000
Printing and engraving fees................................. 250,000
Legal fees and expenses..................................... 375,000
Accounting fees and expenses................................ 125,000
Blue Sky fees and expenses.................................. 10,000
Trustee fees................................................ 20,000
Miscellaneous............................................... 150,000
Total............................................. $1,069,000
</TABLE>

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

USEC's By-Laws incorporate substantially the provisions of the General
Corporation Law of the State of Delaware (the "DGCL") in providing for
indemnification of directors and officers against expenses, judgments, fines,
settlements and other amounts actually and reasonably incurred in connection
with any proceeding arising by reason of the fact that such person is or was an
officer or director of USEC. In addition, USEC is authorized to indemnify
employees and agents of USEC and may enter into indemnification agreements with
its directors and officers providing mandatory indemnification to them to the
maximum extent permissible under Delaware law.

USEC's Certificate of Incorporation provides that USEC shall indemnify
(including indemnification for expenses incurred in defending or otherwise
participating in any proceeding) its directors and officers to the fullest
extent authorized or permitted by the DGCL, as it may be amended, and that such
right to indemnification shall continue as to a person who has ceased to be a
director or officer of USEC and shall inure to the benefit of his or her heirs,
executors and administrators except that such right shall not apply to
proceedings initiated by such indemnified person unless it is a successful
proceeding to enforce indemnification or such proceeding was authorized or
consented to by the Board of Directors. USEC's Certificate of Incorporation also
specifically provides for the elimination of the personal liability of a
director to the corporation and its stockholders for monetary damages for breach
of fiduciary duty as a director. The provision is limited to monetary damages,
applies only to a director's actions while acting within his or her capacity as
a director, and does not entitle USEC to limit director liability for any
judgment resulting from (a) any breach of the director's duty of loyalty to USEC
or its stockholders; (b) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of the law; (c) paying an illegal
dividend or approving an illegal stock repurchase; or (d) any transaction from
which the director derived an improper benefit.

Section 145 of the DGCL provides generally that a person sued (other than
in a derivative suit) as a director, officer, employee or agent of a corporation
may be indemnified by the corporation for reasonable expenses, including counsel
fees, if the person acted in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe that the person's conduct was unlawful. In the case of a derivative
suit, a director, officer, employee or agent of the corporation may be
indemnified by the corporation for reasonable expenses, including attorneys'
fees, if the person has acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made in the case of a
derivative suit in respect of any claim as to which such director, officer,
employee or agent has been adjudged to be liable to the corporation unless the
Delaware Court of Chancery or the court in which such action or suit was brought
shall determine that such person is fairly and reasonably entitled to indemnity
for proper expenses. Indemnification is mandatory under

II-1
<PAGE> 109

section 145 of the DGCL in the case of a director or officer who is successful
on the merits in defense of a suit against him.

The Purchase Agreement provides that the Underwriters are obligated, under
certain circumstances, to indemnify USEC, the directors, certain officers and
controlling persons of USEC Inc. against certain liabilities, including
liabilities under the Securities Act of 1933, as amended (the "Act"). Reference
is made to the form of Purchase Agreement filed as Exhibit 1.1, hereto.

USEC has entered into indemnification agreements with the directors and
certain officers pursuant to which USEC has agreed to maintain directors' and
officers' insurance and to indemnify such officers to the fullest extent
permitted by applicable law except for certain claims described therein.
Reference is made to the form of Director and Officer Indemnification Agreement
filed as Exhibit 10.24 hereto.

USEC maintains directors and officers liability insurance for the benefit
of its directors and certain of its officers.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

Not applicable.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) The following exhibits are filed as part of this registration
statement.

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<C> <S>
1.1 Form of Purchase Agreement.*
3.1 Certificate of Incorporation of USEC Inc.***
3.2 Bylaws of USEC Inc.***
4.1 Form of Indenture between USEC Inc. and First Union National
Bank.*
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.*
10.1 Lease Agreement between the United States Department of
Energy and the United States Enrichment Corporation dated as
of July 1, 1993, including notice of exercise of option to
renew.**
10.2 Gaseous Diffusion Plant Operation and Maintenance Contract
between Lockheed Martin Utility Services, Inc. and USEC,
dated October 1, 1995, including notice of exercise of
option to renew.**
10.3 Lockheed Martin Guaranty for Lockheed Martin Utility
Services, Inc. with the United States Enrichment
Corporation, dated October 1, 1995.**
10.4 Memorandum of Agreement dated December 15, 1994 between the
United States Department of Energy and USEC regarding the
transfer of functions and activities, as amended.**
10.5 Memorandum of Agreement dated April 27, 1995 between the
United States Department of Energy and USEC regarding the
transfer and funding of AVLIS, as amended.**
10.6 Composite Copy of Power Agreement, dated October 15, 1952,
between Ohio Valley Electric Corporation and the United
States of America acting by and through the United States
Atomic Energy Commission and, subsequent to January 18,
1975, the Administrator of Energy Research and Development
and, subsequent to September 30, 1977, the Secretary of the
Department of Energy.**
10.7 Modification No. 16 to power agreement between Ohio Valley
Electric Corporation and United States of America acting by
and through the Secretary of the Department of Energy, dated
January 1, 1998.**
10.8 Modification No. 12, dated September 2, 1987 by and between
Electric Energy, Inc., and the United States of America
acting by and through the Secretary of the Department of
Energy amending and restating the power agreement dated May
4, 1951, together with all previous modifications.**
10.9 Modification Nos. 13, 14 and 15 to power agreement between
Electric Energy, Inc., and the United States of America
acting by and through the Secretary of the Department of
Energy, dated January 18, 1989, March 6, 1991 and October 1,
1992, respectively.**
</TABLE>

II-2
<PAGE> 110

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<C> <S>
10.10 Power Contract between Tennessee Valley Authority and USEC,
dated October 12, 1995.**
10.11 Memorandum of Agreement between the United States Department
of Energy and the United States Enrichment Corporation for
electric power, entered into as of July 1, 1993.**
10.12 Contract between Lockheed Martin Utility Services, Inc.,
Paducah gaseous diffusion plant and Oil, Chemical and Atomic
Workers International Union AFL-CIO and its local no. 3-550,
July 31, 1996-July 31, 2001.**
10.13 Contract between Lockheed Martin Utility Services, Inc.,
Portsmouth gaseous diffusion plant, and Oil, Chemical and
Atomic Workers International Union and its local no. 3-689,
April 1, 1996-May 2, 2000.**
10.14 Contract between Lockheed Martin Utility Services, Inc.,
Paducah gaseous diffusion plant and International Union,
United Plant Guard Workers of America and its amalgamated
plant guards local no. 111, January 31, 1997-March 1,
2002.**
10.15 Contract between Lockheed Martin Utility Services, Inc.,
Portsmouth gaseous diffusion plant and International Union,
United Plant Guard Workers of America and its amalgamated
local no. 66, August 3, 1997-August 4, 2002.**
10.16 Joint Development, Demonstration and Deployment Agreement
between Cameco Corporation and USEC, dated July 26, 1996.**
10.17 Contract between USEC, Executive Agent of the United States
of America, and Techsnabexport, Executive Agent of the
Ministry of Atomic Energy, Executive Agent of the Russian
Federation, dated January 14, 1994, as amended.**
10.18 Memorandum of Agreement, dated April 6, 1998, between the
Office of Management and Budget and USEC relating to
post-Privatization liabilities.**
10.19 Memorandum of Agreement, dated May 18, 1998, between the
United States Department of Energy and USEC relating to
depleted uranium generated prior to the privatization
date.**
10.20 Memorandum of Agreement, dated April 20, 1998, between the
United States Department of Energy and USEC for transfer of
natural uranium and highly enriched uranium and for blending
down of highly enriched uranium.**
10.21 Agreement, dated as of July 14, 1998, between USEC and the
U.S. Department of the Treasury regarding post-closing
conduct.**
10.22 Agreement between USEC and DOE regarding provision by USEC
of information to the U.S. Government's Enrichment Oversight
Committee, dated June 19, 1998.**
10.23 Revolving Loan Agreement, dated July 28, 1998, among Bank of
America National Trust and Savings Association, First Union
National Bank, Nationsbank, N.A., BancAmerica Robertson
Stephens, and USEC Inc.***
10.24 Form of Director and Officer Indemnification Agreement.**
10.25 Memorandum of Agreement entered into as of April 18, 1997
between the United States, acting by and through the United
States Department of State and the United States Department
of Energy, and USEC for USEC to serve as the United States
Government's Executive Agent under the Agreement between the
United States and the Russian Federation concerning the
disposal of highly enriched uranium extracted from nuclear
weapons.**
10.26 Memorandum of Agreement, entered into as of June 30, 1998,
between the United States Department of Energy and USEC
regarding disposal of depleted UF(6).**
10.27 Memorandum of Agreement, entered into as of June 30, 1998,
between the United States Department of Energy and USEC
regarding certain worker benefits.**
10.28 Agreement dated August 19, 1998, between USEC Inc. and James
R. Mellor.***
12.1 Statement regarding Ratio of Earnings to Fixed Charges.+
21.1 Subsidiaries of the Registrant.+
23.1 Consent of Arthur Andersen LLP, independent public
accountants.
23.2 Consent of Skadden, Arps, Slate, Meagher & Flom LLP
(included in the opinion filed as Exhibit No. 5.1).*
</TABLE>

II-3
<PAGE> 111

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<C> <S>
24.1 Powers of Attorney (set forth on signature page of this
registration statement).+
25.A Statement of Eligibility of Trustee and Qualification of
First Union National Bank, Form T-1.*
</TABLE>

- ---------------

+ Previously filed.

* To be filed by amendment.

** Incorporated by reference from USEC Inc.'s Registration Statement on Form
S-1 (File No. 333-57955) filed with the Commission on June 29, 1998,
including Amendment No. 1 thereto.

*** Incorporated by reference from USEC Inc.'s Annual Report on Form 10-K, dated
June 30, 1998.

(b) Financial statement schedules have been omitted because they are not
applicable, are not required, or the information that would otherwise be
included is contained in the Consolidated Financial Statements.

(c) Portions of these Exhibits have been omitted pursuant to a request for
confidential treatment. The omitted material has been filed separately with the
Commission.

ITEM 17. UNDERTAKINGS.

Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to provisions described in Item 14 above, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Act, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in the form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4)
497(h) under the Act shall be deemed to be part of this registration
statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Act, each
post-effective amendment that contains a form of prospectus shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

The undersigned registrant hereby undertakes to provide to the underwriters
at the closing specified in the Purchase Agreement, certificates in such
denominations and registered in such names as required by the underwriters to
permit prompt delivery to each purchaser.

II-4
<PAGE> 112

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this Amendment to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in Bethesda,
Maryland on December 18, 1998.

USEC INC.

By: /s/ WILLIAM H. TIMBERS, JR.
--------------------------------------
Name: William H. Timbers, Jr.
Title: President and Chief Executive
Officer

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment to the Registration Statement has been signed by the following
persons in the capacities indicated below on December 18, 1998.

<TABLE>
<CAPTION>
SIGNATURE TITLE(S)
--------- --------
<C> <S>

* Chairman of the Board and Director
- ---------------------------------------------------
James R. Mellor

* Director
- ---------------------------------------------------
Joyce F. Brown, Ph.D.

* Director
- ---------------------------------------------------
Frank V. Cahouet

* Director
- ---------------------------------------------------
John R. Hall

* Director
- ---------------------------------------------------
Dan T. Moore, III

* Director
- ---------------------------------------------------
William H. White

/s/ WILLIAM H. TIMBERS, JR. President and Chief Executive Officer
- --------------------------------------------------- (Principal Executive Officer) and Director
William H. Timbers, Jr.

/s/ HENRY Z SHELTON, JR. Vice President and Chief Financial Officer
- --------------------------------------------------- (Principal Financial and Accounting Officer)
Henry Z Shelton, Jr.

*By: /s/ HENRY Z SHELTON, JR.
- ---------------------------------------------------
Henry Z Shelton, Jr.
Attorney-in-Fact
</TABLE>

II-5

<PAGE> 1
EXHIBIT 23.1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use in this
amendment no.1 to the registration statement of our reports dated July 31,
1998, included herein, and to all references to our Firm included in this
amendment no.1 to the registration statement.

/s/ Arthur Andersen LLP

Washington, D.C.

December 18, 1998