Centrus Energy Corp 10-Q for FY2025 Q2
Centrus Energy Corp (LEU)
10-Q
2025-08-06
For: 2025-06-30
View Original
Added on
April 08, 2026
About this 10-Q
Centrus Energy Corp filed this 10-Q on August 6, 2025, covering the quarter ended June 30, 2025 (FY2025 Q2).
Headline figures
Quarter ended June 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $154.5M
- down 18.3% from $189M a year earlier
- Net income
- $28.9M
- down 5.6% from net income of $30.6M a year earlier
- Diluted EPS
- $1.59
- down 15.9% from $1.89 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended June 30, 2025
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
Commission file number 1-14287
| (State of incorporation) | (I.R.S. Employer Identification No.) | ||||
(301 ) 564-3200
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | ☒ | Non-accelerated filer | ☐ | |||||||||||||||||||
| Smaller reporting company | Emerging growth company | ||||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of August 1, 2025, there were 17,488,642 shares of the registrant’s Class A Common Stock, par value $0.10 per share, and 719,200 shares of the registrant’s Class B Common Stock, par value $0.10 per share, outstanding.
TABLE OF CONTENTS
| Page | ||||||||
| PART I – FINANCIAL INFORMATION | ||||||||
| PART II – OTHER INFORMATION | ||||||||
2
Glossary of Certain Terms and Abbreviations
| Centrus Energy Corp. and Related Entities | |||||
ACO | American Centrifuge Operating LLC, a subsidiary of Centrus | ||||
| Board | Centrus Energy Corp.’s Board of Directors | ||||
| Centrus | Centrus Energy Corp. | ||||
| Enrichment Corp. | United States Enrichment Corporation, a subsidiary of Centrus | ||||
| Paducah GDP | Paducah Gaseous Diffusion Plant, an enrichment plant in Paducah, Kentucky, formerly operated by Enrichment Corp. | ||||
| Piketon | Production facility in Piketon, Ohio | ||||
| Portsmouth GDP | Portsmouth Gaseous Diffusion Plant, an enrichment plant near Portsmouth, Ohio, formerly operated by Enrichment Corp. | ||||
| USEC-Government | Enrichment Corp. prior to 1993, a wholly-owned government corporation prior to its privatization in July 1998 | ||||
| Other Terms and Abbreviations | |||||
2.25% Convertible Notes | 2.25% Convertible Senior Notes, maturing November 2030 unless repurchased, redeemed or converted | ||||
| 2002 DOE-USEC Agreement | June 17, 2002 agreement between Centrus (then known as USEC Inc.) and the DOE | ||||
5B Cylinders | Storage cylinders for HALEU UF6 produced by the cascade | ||||
| 8.25% Notes | 8.25% Notes, originally maturing February 2027, redeemed in March 2025 | ||||
American Centrifuge | Advanced uranium enrichment gas centrifuge technology previously developed, based on the proven workable U.S. centrifuge technology developed by DOE in the mid-1980s and utilized in a demonstration facility in 2012-2013 | ||||
American Centrifuge Plant | Refers to a demonstration facility in Piketon, Ohio where USEC planned to install a lead cascade of centrifuge machines to demonstrate the American Centrifuge technology under the terms of the 2002 DOE-USEC Agreement | ||||
| ARDP | DOE’s Advanced Reactor Demonstration Program | ||||
| ATM | At the Market | ||||
| Class A Common Stock | Class A common stock, $0.10 par value per share | ||||
| Class B Common Stock | Class B common stock, $0.10 par value per share | ||||
| Common Stock | Class A Common Stock and Class B Common Stock | ||||
| D&D | Decontamination & Decommissioning | ||||
| DOC | U.S. Department of Commerce | ||||
| DOE | U.S. Department of Energy | ||||
| EU | European Union | ||||
| Exchange Act | Securities Exchange Act of 1934, as amended | ||||
| HALEU | High Assay Low-Enriched Uranium | ||||
HALEU Deconversion Contract | An IDIQ contract awarded by DOE to ACO on October 4, 2024 for the deconversion of HALEU | ||||
| HALEU Demonstration Contract | Three-year, $115.0 million cost-share contract with DOE signed in 2019 by Centrus’ subsidiary, ACO | ||||
HALEU Production Contract | An IDIQ contract awarded by DOE to ACO on October 16, 2024 for the production of HALEU | ||||
| HALEU Operation Contract | HALEU production contract with DOE signed in 2022 | ||||
IDIQ | Indefinite Delivery, Indefinite Quantity | ||||
3
| IEA | International Energy Agency | ||||
Import Ban Act | The “Prohibiting Russian Uranium Imports Act” enacted in May 2024 that bans imports of LEU from Russia into the U.S., effective August 11, 2024, subject to issuance of waivers by the DOE | ||||
| LEU | Low-Enriched Uranium; term is also used to refer to the Centrus Energy Corp. business segment which supplies commercial customers with various components of nuclear fuel | ||||
LEU Production Contract | An IDIQ contract awarded by DOE to ACO on December 10, 2024 for expansion of domestic LEU production | ||||
Natural Uranium | Raw material needed to produce LEU and HALEU | ||||
| NOL | Net Operating Loss | ||||
| NRC | U.S. Nuclear Regulatory Commission | ||||
| NUBIL | Net unrealized built-in loss | ||||
| Orano | Orano Cycle | ||||
| Orano Supply Agreement | Long-term supply of SWU contained in LEU, signed by Enrichment Corp. with Orano in 2018 | ||||
| Power MOU | Memorandum of understanding between the DOE and USEC-Government | ||||
| Price-Anderson Act | Price-Anderson Nuclear Industries Indemnity Act (Section 170 of the U.S. Atomic Energy Act of 1954, as amended) | ||||
RFP | Request for Proposal | ||||
| Rights Agreement | Section 382 Rights Agreement, dated as of April 6, 2016, by and among the Company and Computershare Trust Company, N.A. and Computershare Inc., as rights agent, as amended | ||||
Rosatom | Russian State Atomic Energy Corporation | ||||
| RSA | 1992 Russian Suspension Agreement, as amended | ||||
Russian Decree | Russian Federal Decree No. 1544, passed on November 14, 2024, that rescinded TENEX’s general license to export LEU to the United States or to entities registered in the United States, effective through December 31, 2025 | ||||
| SARs | Stock appreciation rights | ||||
| SEC | U.S. Securities & Exchange Commission | ||||
| SWU | Separative work unit | ||||
Technical Solutions | The Centrus business segment which offers technical, manufacturing, engineering, and operations services to public and private sector customers | ||||
| TENEX | Russian government-owned entity TENEX, Joint-Stock Company | ||||
| TENEX Supply Contract | Agreement with TENEX through 2028 | ||||
U.S. GAAP | Generally Accepted Accounting Principles in the United States | ||||
U3O8 | Uranium oxide, aka “yellowcake” | ||||
UF6 | Uranium hexafluoride | ||||
| WNA | World Nuclear Association | ||||
4
FORWARD-LOOKING STATEMENTS
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION
This Quarterly Report on Form 10-Q of Centrus (the “Company,” “we” or “us”) contains “forward-looking statements” within the meaning of Section 21E of the Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995. In this context, forward-looking statements mean statements related to future events, which may impact our expected future business and financial performance, and often contain words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “will”, “should”, “could”, “would” or “may” and other words of similar meaning. These forward-looking statements are based on information available to us as of the date of this Quarterly Report on Form 10-Q and represent management’s current views and assumptions with respect to future events and operational, economic and financial performance. Forward-looking statements are not guarantees of future performance, events or results and involve known and unknown risks, uncertainties and other factors, which may be beyond our control.
The factors that could cause actual results to differ materially from the forward-looking statements made by us include those factors discussed herein, including those factors discussed in (a) Part I, Item 1. Financial Statements (Unaudited): Note 11, Commitments and Contingencies, (b) Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations, (c) Part II, Item 1A. Risk Factors, and (d) other factors discussed in the Company’s filings with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this Quarterly Report. The Company does not undertake any obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances that may arise after the date of this Quarterly Report on Form 10-Q unless required by law.
For Centrus, particular risks and uncertainties (hereinafter “risks”) that could cause our actual future results to differ materially from those expressed in our forward-looking statements and which are, and may be, exacerbated by any worsening of the global business and economic environment include but are not limited to the following:
Risks related to the war in Ukraine primarily include:
•risks related to the geopolitical conflicts and the imposition of sanctions or other measures, including bans or tariffs, by (i) the U.S. or foreign governments and institutions such as the EU, (ii) organizations (including the United Nations or other international organizations), and/or (iii) entities (including private entities or persons), that could directly or indirectly impact our financial position or ability to obtain, deliver, transport, or sell LEU or the SWU and natural uranium hexafluoride components of LEU delivered to us under the TENEX Supply Contract or other supply contracts or make related payments or deliveries of natural uranium hexafluoride to TENEX;
•risks related to laws or other government measures that ban, delay or restrict (i) imports of Russian LEU into the United States, including but not limited to the Import Ban Act, or (ii) transactions with Rosatom or its subsidiaries, which include TENEX or (iii) exports of Russian LEU from Russia to the United States or any entity that is a U.S. entity or that transacts with a U.S. entity, including but not limited to the Russian Decree;
•risks related to our potential inability to secure additional U.S. government waivers from the Import Ban Act in a timely manner or at all in order to allow us to continue importing Russian LEU under the TENEX Supply Contract or implementing the TENEX Supply Contract;
5
•risks related to TENEX’s refusal or its prohibition or inability to deliver, or timely deliver, LEU to us for any reason including (i) U.S. or foreign government sanctions, bans, or decrees imposed on LEU from Russia or on TENEX, (ii) TENEX being unable, prohibited or unwilling to receive payments, receive the return of natural uranium hexafluoride, or conduct other activities related to the TENEX Supply Contract, (iii) TENEX elects, or is directed (including by its owner or the Russian government), to limit, pause or stop transactions with us or with the United States or other countries or (iv) TENEX is unable to secure specific export licenses from the Russian authorities as required by the Russian Decree for each shipment or secure them in a timely manner to ship Russian LEU to the United States, or such export licenses, once secured, are subsequently rescinded prior to shipment;
•risks related to laws, sanctions or other government measures that prohibit or restrict doing business with TENEX; and
•risks related to disputes with third parties, including contractual counterparties, that could result if we do not receive timely deliveries of LEU under the TENEX Supply Contract and are unable to rely on contractual protections.
Risks related to economic and industry factors primarily include:
•risks related to our dependence on others, such as TENEX, under the TENEX Supply Contract, Orano, under the Orano Supply Agreement, and other suppliers (including, but not limited to, transporters, fabricators or converters) who provide, or deliver, us the goods and services we need to conduct our business and any resulting negative impact on our liquidity;
•risks related to our ability to sell, transport or deliver the LEU we procure pursuant to our purchase obligations under our supply agreements and the impacts of sanctions or limitations on imports of such LEU, including those imposed under the RSA, international trade legislation and other international trade restrictions including but not limited to the Import Ban Act and Russian Decree;
•risks related to the increasing quantities of LEU being imported into the United States from China and the impact on our ability to make future LEU or SWU sales or ability to finance any build out of our enrichment capacities;
•risks related to change in laws, tariffs or other government measures that would lift, lower or relax such laws, tariffs or government measures to allow the importation of LEU, or increase its cost, from Russia or other countries with restrictions;
•risks related to not being able to sell the Russian LEU we may be allowed to import in 2026 or 2027 for any reason, even if we secure waivers, including customers having filled their fuel needs for those years;
•risks related to whether or when government funding or demand for HALEU for government or commercial uses will materialize and at what level;
•risks regarding funding for continuation and deployment of the American Centrifuge technology;
•risks related to (i) our ability to perform and absorb costs under the HALEU Operation Contract, (ii) our ability to obtain new contracts and funding to be able to continue operations and (iii) our ability to obtain and/or perform under other agreements;
•risks that (i) we may not obtain the full benefit of the HALEU Operation Contract and may not be able or allowed to operate the HALEU enrichment facility to produce HALEU after the completion of the HALEU Operation Contract or (ii) the output from the HALEU enrichment facility may not be available to us as a future source of supply;
•risks related to existing or new trade barriers, and related to contract terms, that limit our ability to procure LEU for, or sell, transport or deliver LEU to, customers;
•risks related to pricing trends and demand in the uranium and enrichment markets and their impact on our profitability;
•risks related to the movement and timing of customer orders;
•risks related to the fact that we face significant competition from major LEU producers who may be less cost sensitive or are wholly or partially government owned;
6
•risks that our ability to compete in foreign markets may be limited for various reasons, including policies that favor indigenous suppliers over foreign suppliers of goods and services;
•risks related to the fact that our revenue is largely dependent on our largest customers;
•risks related to our backlog, including uncertainty concerning customer actions under current contracts and in future contracting attributable to market conditions, global events or other factors, including our lack of current production capability;
•risks related to natural and other disasters, including the continued impact of the March 2011 earthquake and tsunami in Japan, on the nuclear industry and on our business, results of operations and prospects;
•risks related to financial difficulties experienced by customers or suppliers, including possible bankruptcies, insolvencies, or any other situation, event or occurrence that affect the ability of others to pay for our products or services in a timely manner or at all;
•risks related to pandemics, endemics, and other health crises; and
•risks related to the impact and potential extended duration of a supply/demand imbalance in the market for LEU.
Risks related to operational factors primarily include:
•risks related to DOE not issuing any major task orders to any contract awardee under any of the HALEU Production Contract, LEU Production Contract, or HALEU Deconversion Contract;
•risks related to the Company not winning a task order under the HALEU Production Contract, LEU Production Contract and HALEU Deconversion Contract to expand the capacity of the American Centrifuge plant;
•risks related to DOE not providing adequate share of the appropriated funding to the Company under any of the HALEU Production Contract, LEU Production Contract, or HALEU Deconversion Contract;
•risks related to our ability to secure financing to expand our plant for LEU or HALEU or expand it to the level that would make it commercially viable;
•risks related to the DOE not exercising additional options under Phase 3 of the HALEU Operation Contract or awarding a third party to continue the HALEU Operation Contract;
•risks related to our inability to increase capacity for HALEU or LEU in a timely manner to meet market demand or our contractual obligations;
•risks related to DOE not awarding any contracts to the Company in response to the Company’s future proposals;
•risks related to reliance on the only firm that has the necessary permits and capability to transport LEU from Russia to the United States and that firm’s ability to maintain those permits and capabilities or secure additional permits;
•risks related to a government shutdown or lack of funding that could result in program cancellations, disruptions and/or stop work orders and could limit the U.S. government’s ability to make timely payments, including under Executive Order 14158, and our ability to perform our U.S. government contracts and successfully compete for work including under the HALEU Operation Contract;
•risks related to changes to the U.S. government’s appropriated funding levels for HALEU Operation Contract due to changes in U.S. government policy or other reasons;
•risks related to uncertainty regarding our ability to commercially deploy competitive enrichment technology;
•risks related to the potential for demobilization or termination of the HALEU Operation Contract;
•risks that we will not be able to timely complete the work that we are obligated to perform;
•risks related to the government’s inability to satisfy its obligations, including supplying government furnished equipment necessary for us to produce and deliver HALEU under the HALEU Operation Contract and processing security clearance applications resulting from a government shutdown or other reasons;
7
•risks related to our inability to obtain the government’s approval to extend the term of, or the scope of permitted activities under, our lease with the DOE in Piketon, Ohio;
•risks related to security, including cybersecurity, incidents that may impact our business operations, including incidents that may relate to the ongoing conflict in the Middle East and other regions of concern;
•risks related to our inability to perform fixed-price and cost-share contracts such as the HALEU Operation Contract, including the risk that costs that we must bear could be higher than expected and the risk related to complying with stringent government contractual requirements; and
•risks related to our inability to attract qualified employees necessary for the potential expansion of our operations in Oak Ridge, Tennessee or Piketon, Ohio.
Risks related to financial factors primarily include:
•risks related to our long-term liabilities, including our defined benefit pension plan obligations and postretirement health and life benefit obligations;
•risks related to our 2.25% Convertible Notes maturing in 2030;
•risks of revenue and operating results fluctuating significantly from quarter to quarter, and in some cases, year to year;
•risks related to the impact of financial market conditions on our business, liquidity, prospects, pension assets and insurance facilities;
•risks related to the Company’s capital concentration;
•risks related to the value of our intangible assets related to LEU segment’s backlog and customer relationships;
•risks related to decisions made by our Class B Common Stock stockholders regarding their investment in the Company, including decisions based upon factors that are unrelated to the Company’s performance;
•risks that a small number of holders of our Class A Common Stock (whose interests may not be aligned with other holders of our Class A Common Stock) may exert significant influence over the direction of the Company and may be motivated by interests that are not aligned with the Company’s other Class A stockholders;
•risks related to (i) the use of our NOL carryforwards and NUBILs to offset future taxable income and the use of the Rights Agreement to prevent an “ownership change” as defined in Section 382 of the Internal Revenue Code and (ii) our ability to generate taxable income to utilize all or a portion of the NOLs prior to the expiration thereof and NUBILs; and
•risks related to failures or security, including cybersecurity, breaches of our information technology systems.
Risks related to general factors primarily include:
•risks related to our ability to attract and retain key personnel;
•risks that we will be unable to obtain new business opportunities or achieve market acceptance of our products and services or that products or services provided by others will render our products or services obsolete or noncompetitive;
•risks related to actions, including investigations, reviews or audits, that may be taken by the U.S. government, the Russian government, or other governments that could affect our ability to perform under our contractual obligations or the ability of our sources of supply to perform under their contractual obligations to us;
•risks related to our inability to perform and receive timely payment under our agreements with the DOE or other government agencies, including risks related to the ongoing funding by the government and potential audits;
8
•risks related to how aligned we may be, or perceived to be, with any political party, administration, or its policies based on our positions or our political action committee’s advocacy;
•risks related to changes or termination of our agreements with the U.S. government or other counterparties, or the exercise of contract remedies by such counterparties;
•risks related to the competitive environment for our products and services;
•risks related to changes in the nuclear energy industry;
•risks related to the competitive bidding process associated with obtaining contracts, including government contracts; and
•risks related to potential strategic transactions that could be difficult to implement, that could disrupt our business or that could change our business profile significantly.
Risks related to legal and compliance factors primarily include:
•risks related to the outcome of legal proceedings and other contingencies (including lawsuits and government investigations or audits);
•risks related to the impact of, or changes to, government regulation and policies or interpretation of laws or regulations, including by the DOE, DOC and the NRC;
•risks related to the recent U.S. federal government administration’s reliance on executive orders to implement regulatory or trade policy and objectives, which could exacerbate regulatory or, private or public, financing unpredictability;
•risks of accidents during the transportation, handling, or processing of toxic hazardous or radioactive material that may pose a health risk to humans or animals, cause property or environmental damage, or result in precautionary evacuations, and lead to claims against the Company;
•risks associated with claims and litigation arising from past activities at sites we currently operate or past activities at sites that we no longer operate, including the Paducah GDP and Portsmouth GDP; and
•other risks discussed in this and our other filings with the SEC.
For a more detailed discussion of these risks and others that could cause actual results to differ materially from those contained in our forward-looking statements, please see our Annual Report on Form 10-K for the year ended December 31, 2024. These factors may not constitute all factors that could cause actual results to differ from those discussed in any forward-looking statement. Accordingly, forward-looking statements should not be relied upon as a predictor of actual results.
9
CENTRUS ENERGY CORP.
CONSOLIDATED BALANCE SHEETS
(Unaudited; in millions, except share and per share data)
| June 30, 2025 | December 31, 2024 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Accounts receivable | |||||||||||
| Inventories | |||||||||||
| Deferred costs associated with deferred revenue | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
Property, plant and equipment, net of accumulated depreciation of $ | |||||||||||
| Deposits for financial assurance | |||||||||||
| Intangible assets, net | |||||||||||
| Deferred tax assets | |||||||||||
| Other long-term assets | |||||||||||
| Total assets | $ | $ | |||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable and accrued liabilities | $ | $ | |||||||||
| Payables under inventory purchase agreements | |||||||||||
| Inventories owed to customers and suppliers | |||||||||||
| Deferred revenue and advances from customers | |||||||||||
Short-term inventory loans | |||||||||||
| Current debt | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Postretirement health and life benefit obligations | |||||||||||
| Pension benefit liabilities | |||||||||||
| Long-term inventory loans | |||||||||||
| Other long-term liabilities | |||||||||||
| Total liabilities | |||||||||||
Commitments and contingencies (Note 11) | |||||||||||
Stockholders’ equity: | |||||||||||
Preferred stock, par value $ | |||||||||||
| Series A Participating Cumulative Preferred Stock, none issued | |||||||||||
| Series B Senior Preferred Stock, none issued | |||||||||||
Class A Common Stock, par value $ | |||||||||||
Class B Common Stock, par value $ | |||||||||||
| Excess of capital over par value | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
Accumulated other comprehensive loss | ( | ( | |||||||||
Total stockholders’ equity | |||||||||||
Total liabilities and stockholders’ equity | $ | $ | |||||||||
The accompanying notes are an integral part of these unaudited Consolidated Financial Statements.
10
CENTRUS ENERGY CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(Unaudited; in millions, except share and per share data)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||
| Separative work units | $ | $ | $ | $ | |||||||||||||||||||
| Uranium | |||||||||||||||||||||||
| Technical solutions | |||||||||||||||||||||||
| Total revenue | |||||||||||||||||||||||
| Cost of Sales: | |||||||||||||||||||||||
| Separative work units and uranium | |||||||||||||||||||||||
| Technical solutions | |||||||||||||||||||||||
| Total cost of sales | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Advanced technology costs | |||||||||||||||||||||||
| Selling, general and administrative | |||||||||||||||||||||||
Stock compensation | |||||||||||||||||||||||
| Amortization of intangible assets | |||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||
Nonoperating components of net periodic benefit loss | ( | ( | |||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Investment income | ( | ( | ( | ( | |||||||||||||||||||
Extinguishment of long-term debt | ( | ||||||||||||||||||||||
Other expense, net | |||||||||||||||||||||||
| Income before income taxes | |||||||||||||||||||||||
| Income tax expense | |||||||||||||||||||||||
Net income and comprehensive income | $ | $ | $ | $ | |||||||||||||||||||
| Net income per share: | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
| Average number of common shares outstanding (in thousands): | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited Consolidated Financial Statements.
11
CENTRUS ENERGY CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited; in millions)
| Six Months Ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| OPERATING | |||||||||||
Net income | $ | $ | |||||||||
Adjustments to reconcile net income to cash used in operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Deferred tax assets | |||||||||||
Gain on remeasurement of retirement benefit plans | ( | ||||||||||
| Equity related compensation | |||||||||||
Revaluation of inventory borrowings | |||||||||||
Gain on extinguishment of 8.25% Notes | ( | ||||||||||
Other reconciling adjustments, net | |||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | |||||||||||
| Inventories | ( | ||||||||||
| Inventories owed to customers and suppliers | ( | ||||||||||
| Other current assets | |||||||||||
| Accounts payable and other liabilities | ( | ( | |||||||||
| Payables under inventory purchase agreements | ( | ||||||||||
| Deferred revenue and advances from customers, net of deferred costs | ( | ( | |||||||||
| Pension and postretirement benefit liabilities | ( | ( | |||||||||
Other changes, net | ( | ( | |||||||||
Cash provided by operating activities | |||||||||||
| INVESTING | |||||||||||
| Capital expenditures | ( | ( | |||||||||
| Cash used in investing activities | ( | ( | |||||||||
| FINANCING | |||||||||||
| Proceeds from the issuance of common stock, net | |||||||||||
| Exercise of stock options | |||||||||||
Common stock withheld for tax obligations under stock-based compensation plan | ( | ( | |||||||||
| Payment of interest classified as debt | ( | ( | |||||||||
Payment of principal to redeem 8.25% Notes | ( | ||||||||||
Cash provided by financing activities | |||||||||||
Effect of exchange rate changes on cash, cash equivalents and restricted cash | ( | ( | |||||||||
Increase in cash, cash equivalents and restricted cash | |||||||||||
| Cash, cash equivalents and restricted cash, beginning of period (Note 3) | |||||||||||
| Cash, cash equivalents and restricted cash, end of period (Note 3) | $ | $ | |||||||||
Supplemental cash flow disclosures: | |||||||||||
Cash paid for income taxes | $ | $ | |||||||||
Cash paid for interest | $ | $ | |||||||||
| Non-cash activities: | |||||||||||
| Adjustment of right to use lease assets from lease modification | $ | $ | |||||||||
| Property, plant and equipment included in accounts payable and accrued liabilities | $ | $ | |||||||||
| Equity issuance costs included in accounts payable and accrued liabilities | $ | $ | |||||||||
Common stock withheld for tax obligations under stock-based compensation plan | $ | $ | |||||||||
The accompanying notes are an integral part of these unaudited Consolidated Financial Statements.
12
CENTRUS ENERGY CORP.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited; in millions, except per share data)
| Preferred Stock, Series B | Common Stock, Class A, Par Value $0.10 per Share | Common Stock, Class B, Par Value $0.10 per Share | Excess of Capital Over Par Value | Accumulated Deficit | Accumulated Other Comprehensive Income | Total | |||||||||||||||||||||||||||||||||||
Balance at December 31, 2023 | $ | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||
Net loss for the three months ended March 31, 2024 | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Issuance of common stock | |||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | |||||||||||||||||||||||||||||||||||||||||
Balance at March 31, 2024 | $ | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||
Net income for the three months ended June 30, 2024 | |||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock | |||||||||||||||||||||||||||||||||||||||||
Stock-based compensation shares withheld for income taxes | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | |||||||||||||||||||||||||||||||||||||||||
Balance at June 30, 2024 | $ | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||
| Preferred Stock, Series B | Common Stock, Class A, Par Value $0.10 per Share | Common Stock, Class B, Par Value $0.10 per Share | Excess of Capital Over Par Value | Accumulated Deficit | Accumulated Other Comprehensive Loss | Total | |||||||||||||||||||||||||||||||||||
Balance at December 31, 2024 | $ | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||
Net income for the three months ended March 31, 2025 | |||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock | |||||||||||||||||||||||||||||||||||||||||
Stock-based compensation shares withheld for income taxes | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | |||||||||||||||||||||||||||||||||||||||||
Balance at March 31, 2025 | $ | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||
Net income for the three months ended June 30, 2025 | |||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock | |||||||||||||||||||||||||||||||||||||||||
Stock-based compensation shares withheld for income taxes | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | |||||||||||||||||||||||||||||||||||||||||
Balance at June 30, 2025 | $ | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited Consolidated Financial Statements.
13
CENTRUS ENERGY CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
Basis of Presentation and Principles of Consolidation
The unaudited Consolidated Financial Statements of Centrus (the “Company”), which include the accounts of the Company, its principal subsidiary, Enrichment Corp., and its other subsidiaries, as of June 30, 2025, and for the three and six months ended June 30, 2025, and 2024, have been prepared pursuant to the rules and regulations of the SEC. The unaudited Consolidated Balance Sheet as of December 31, 2024, was derived from audited Consolidated Financial Statements, but does not include all disclosures required by U.S. GAAP. In the opinion of management, the unaudited Consolidated Financial Statements reflect all adjustments, including normal recurring adjustments, necessary for a fair statement of the financial results for the interim period. Certain prior year amounts have been reclassified for consistency with the current year presentation. Certain information and notes normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations. All material intercompany transactions have been eliminated. The Company’s components of comprehensive income for the three and six months ended June 30, 2025 and 2024, are insignificant.
Operating results for the three and six months ended June 30, 2025, are not necessarily indicative of the results that may be expected for the year ending December 31, 2025. The unaudited Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements included in the Annual Report on Form 10-K for the year ended December 31, 2024.
Significant Accounting Policies
The accounting policies of the Company are set forth in Note 1, Summary of Significant Accounting Policies, of the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. There has not been a material change to the Company’s accounting policies since that report.
Recently Adopted Accounting Standards
In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting, to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. This pronouncement is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 and early adoption is permitted. ASU 2023-07 did not have a material impact on the Company’s Consolidated Financial Statements.
Accounting Standards Effective in Future Periods
In December 2023, the FASB issued ASU 2023-09, Income Taxes, to improve the transparency of income tax disclosures, primarily through requiring consistent categories and greater disaggregation in the rate reconciliation and requiring disaggregation of income taxes paid by jurisdiction. This pronouncement is effective for fiscal years beginning after December 15, 2024, and early adoption is permitted. Based on the Company’s review, it does not expect the pronouncement to have a material impact on the Company’s Consolidated Financial Statements.
14
In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. This pronouncement is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, and early adoption is permitted. The Company is evaluating the impact this pronouncement will have on its Consolidated Financial Statements.
2. REVENUE AND CONTRACTS WITH CUSTOMERS
Disaggregation of Revenue
The following table presents revenue from SWU and uranium sales disaggregated by geographical region based on the billing addresses of customers (in millions):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| United States | $ | $ | $ | $ | |||||||||||||||||||
| Foreign | |||||||||||||||||||||||
| Revenue - SWU and uranium | $ | $ | $ | $ | |||||||||||||||||||
Refer to Note 12, Segment Information, for disaggregation of revenue by segment. Revenue for the LEU segment is derived from the sales of the SWU component of LEU, from sales of both the SWU and uranium components, and from sales of UF6 and U3O8, to electric utility customers and other nuclear fuel related companies. Technical Solutions’ revenue is derived from advanced manufacturing and other technical services provided to the U.S. government and private sector customers. SWU and uranium revenue is recognized when the customer obtains control of the SWU or uranium components. Technical Solutions’ revenue is generally recognized over the contractual period as services are rendered.
Accounts Receivable
| June 30, 2025 | December 31, 2024 | |||||||||||||
(in millions) | ||||||||||||||
| Accounts receivable: | ||||||||||||||
| Billed | $ | $ | ||||||||||||
| Unbilled * | ||||||||||||||
| Accounts receivable | $ | $ | ||||||||||||
* Billings under certain contracts in the Technical Solutions segment are invoiced based on approved provisional billing rates. Unbilled revenue represents the difference between actual costs incurred and invoiced amounts. The Company expects to invoice and collect the unbilled amounts after actual rates are submitted to the customer and approved. Unbilled revenue also includes unconditional rights to payment that are not yet billable under applicable contracts due to timing of invoice processing or pending the compilation of supporting documentation. | ||||||||||||||
15
Contract Liabilities
The following table presents changes in contract liability balances (in millions):
| June 30, 2025 | December 31, 2024 | Year-To-Date Change | ||||||||||||||||||
| Deferred revenue - current | $ | $ | $ | ( | ||||||||||||||||
| Advances from customers - current | $ | $ | $ | ( | ||||||||||||||||
Previously deferred sales and advances from customers recognized in revenue totaled $68.5 million and $64.7 million in the six months ended June 30, 2025 and 2024, respectively.
LEU Segment
The SWU component of LEU typically is sold under contracts with deliveries over several years. The Company’s agreements for natural uranium hexafluoride and uranium concentrate sales generally are shorter-term, fixed-commitment contracts. Most of the Company’s customer contracts provide for fixed purchases of SWU during a given year. Depending on the terms of specific contracts, the customer may be able to increase or decrease the quantity delivered within an agreed range.
Technical Solutions Segment
Revenue for the Technical Solutions segment, representing the Company’s uranium enrichment, advanced manufacturing, and other technical services offered to public and private sector customers, is recognized over time as the performance obligation is satisfied or at the point in time in which each performance obligation is fully satisfied.
The Company’s work on HALEU began under the HALEU Demonstration Contract, signed with the DOE in 2019, to construct a cascade of 16 centrifuges to demonstrate production of HALEU for advanced reactors. The DOE reimbursed the Company for 80 % of its costs incurred in performing the contract. The DOE has funded the contract up to $173.0 million with a period of performance that ended November 30, 2022. The Company recorded revenue up to the funded amount of $173.0 million and has received aggregate cash payments under the HALEU Demonstration Contract of $171.2 million through June 30, 2025. Closeout activities on the HALEU Demonstration Contract are ongoing.
On November 10, 2022, the DOE awarded the HALEU Operation Contract to the Company with a base contract value of approximately $150.0 million in two phases through 2024. Phase 1 included an approximately $30.0 million cost-share contribution from Centrus matched by approximately $30.0 million from the DOE to complete construction of the cascade, begin operations and produce the initial 20 kilograms of HALEU UF6 by no later than December 31, 2023. On November 7, 2023, the Company announced that it made its first contractual delivery of HALEU to the DOE, completing Phase 1 by successfully demonstrating its HALEU production process.
During November 2023, the Company transitioned to Phase 2 of the HALEU Operation Contract, which included production of 900 kilograms of HALEU UF6 per year, as well as continued operations and maintenance. Phase 2 had an initial contract value of approximately $90.0 million and the Company is being compensated on a cost-plus-incentive-fee-basis. The DOE owns the HALEU produced from the demonstration cascade. The HALEU Operation Contract also gives DOE the ability to exercise three optional periods to contract for up to nine additional years of production from the cascade beyond the base contract; those options are at the DOE’s sole discretion and subject to the availability of Congressional appropriations. Pursuant to an amendment to the Company’s lease for the Piketon facility, the DOE assumed all D&D liabilities arising out of the HALEU Operation Contract.
16
Under the HALEU Operation Contract, DOE is contractually obligated to provide the 5B Cylinders necessary to collect the output of the cascade, but supply chain challenges had created difficulties for DOE in securing enough 5B Cylinders for the entire production year under Phase 2. During time periods when 5B Cylinders were insufficient, the Company was able to continue operations of the cascade, but did not produce HALEU as it did not have 5B Cylinders to store the enriched uranium. Due to these delays, Centrus was unable to achieve contractual delivery of the 900 kilograms of HALEU UF6 by the date set for the end of Phase 2 performance. Centrus’ contractual delivery obligation of 900 kilograms by November 2024, was conditioned on DOE’s ability to provide the 5B Cylinders on a timeline that allowed for continuous production throughout Phase 2 of the contract. In light of the delays, on November 5, 2024, the HALEU Operation Contract was modified to extend the Phase 2 period of performance to June 30, 2025. On June 25, 2025, the Company announced that it had produced and contractually delivered to the DOE 900 kilograms of HALEU under the HALEU Operation Contract, thereby achieving the Phase 2 production target. As of June 30, 2025, the total Phase 2 contract value and funded value is $169.1 million. The fee for the Phase 2 period of performance that was extended beyond November 30, 2024 was not definitized and is subject to negotiation.
On June 17, 2025, the DOE issued an amendment to the HALEU Operation Contract that split the first three-year option period into a first option period of one year (“Option 1a”) and a second option period of two years (“Option 1b”). The amendment establishes a target cost and fee for Option 1a of approximately $99.3 million and $8.7 million, respectively, and a target cost and fee for Option 1b of $163.5 million and $15.2 million, respectively. Additionally, the Amendment acknowledges that the estimated cost associated with Option 1b is insufficient to support full performance due to known cost increases since award of the HALEU Operation Contract, and indicates that the Company will need to submit a revised cost proposal for review and negotiation prior to DOE’s consideration of Option 1b. In conjunction with the amendment, the DOE exercised Option 1a and extended the period of performance to June 30, 2026. As of June 30, 2025, Option 1a is funded for the contract value of $108.0 million.
In accordance with the HALEU Operation Contract, the Company submitted several change order requests for work being performed on infrastructure, facility repairs, and 5B Cylinders. The additional work is being performed under the DOE Contracting Officer’s approval or contract modifications. On September 28, 2023, the DOE modified the HALEU Operation Contract to incorporate additional scope for infrastructure and facility repairs, and costs associated with 5B Cylinder refurbishment, for an estimated additional contract value of $5.8 million, without a cost-share provision. DOE is now obligated for costs up to the contract value of $8.5 million for the additional scope work.
Costs under the HALEU Operation Contract include program costs, including direct labor and materials and associated indirect costs that are classified as Cost of Sales, and an allocation of corporate costs supporting the program that are classified as Selling, General and Administrative Expenses. The HALEU Operation Contract is funded incrementally, and the DOE is obligated for costs up to approximately $314.6 million of the $315.0 million estimated transaction price for Phase 1, Phase 2, Option 1a of Phase 3, and the additional scope work. The Company has received aggregate cash payments under the HALEU Operation Contract of $174.7 million through June 30, 2025.
The Company does not have a contractual obligation to perform work in excess of the funding provided by the DOE. If the DOE does not commit to additional costs above the existing funding, the Company may incur material additional costs or losses in future periods that could have an adverse impact on its financial condition and liquidity.
Remaining Performance Obligations
The Company’s remaining performance obligations represent the aggregate amount of total contract transaction price that is unsatisfied or partially unsatisfied. Performance obligations are recognized as revenue in future periods as work is performed or deliveries of SWU and uranium are made. The Company’s total remaining performance obligations were $0.7 billion and $0.8 billion as of June 30, 2025, and December 31, 2024, respectively, and extend to 2030.
17
The remaining performance obligations in the LEU segment primarily related to medium and long-term contracts with fixed commitments, were approximately $0.6 billion and $0.7 billion at June 30, 2025 and December 31, 2024, respectively, and extend to 2030. The remaining performance obligations represent the estimated aggregate dollar amount of revenue for future SWU and uranium deliveries and include approximately $154.8 million and $216.4 million of Deferred Revenue and Advances from Customers at June 30, 2025, and December 31, 2024, respectively. The remaining performance obligations are partially based on customer estimates of the timing and size of the customers’ fuel requirements and other assumptions that are subject to change. The remaining performance obligations include estimates of selling prices, which may be subject to change. Depending on the terms of specific contracts, prices may be adjusted based on escalation using a general inflation index, published SWU price indicators prevailing at the time of delivery, and other factors, all of which are variable. The Company uses external composite forecasts of future market prices and inflation rates in its pricing estimates.
The remaining performance obligations in the Technical Solutions segment were approximately $134.8 million and $28.0 million, as of June 30, 2025, and December 31, 2024, respectively, and extend through 2026. The remaining performance obligations in Technical Solutions include both funded (services for which funding has been both authorized and appropriated by the customer) and unfunded (services for which funding has not been appropriated) amounts. The Company does not include unexercised options or potential services under indefinite-delivery, indefinite-quantity agreements in its remaining performance obligations. If any of the Company’s contracts were to be terminated, its remaining performance obligations would be reduced by the expected value of the cancelled performance obligations of such contracts.
3. CASH, CASH EQUIVALENTS AND RESTRICTED CASH
The following table summarizes the Company’s cash, cash equivalents and restricted cash as presented on the Consolidated Balance Sheets to amounts on the Consolidated Statements of Cash Flows (in millions):
| June 30, 2025 | December 31, 2024 | ||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Deposits for financial assurance - current (a) | |||||||||||
| Deposits for financial assurance - noncurrent | |||||||||||
| Total cash, cash equivalents and restricted cash | $ | $ | |||||||||
(a) Deposits for financial assurance - current is included within Other Current Assets in the Consolidated Balance Sheets.
The Company has $0.2 million and $0.5 million denominated in euros as of June 30, 2025 and December 31, 2024, respectively, and recorded $0.1 million and $0.2 million in transaction losses in the three and six months ended June 30, 2025, respectively, and $0 and $0.1 million in transaction losses in the three and six months ended June 30, 2024, respectively.
The following table provides additional detail regarding the Company’s deposits for financial assurance (in millions):
| June 30, 2025 | December 31, 2024 | ||||||||||||||||||||||
| Current | Long-Term | Current | Long-Term | ||||||||||||||||||||
| Collateral for Inventory Loans | $ | $ | $ | $ | |||||||||||||||||||
| Workers Compensation | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Total deposits for financial assurance | $ | $ | $ | $ | |||||||||||||||||||
18
4. INVENTORIES
Centrus holds uranium at licensed locations (e.g., fabricators) in the form of natural uranium hexafluoride and as the uranium component of LEU in transit to meet book transfer requests by customers and suppliers. Centrus also holds SWU as the SWU component of LEU at licensed locations or in transit to meet book transfer requests by customers and suppliers. Fabricators process LEU into fuel for use in nuclear reactors. The components of the Company’s inventories are as follows (in millions):
| June 30, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||||||||
| Current Assets | Current Liabilities (a) | Inventories, Net | Current Assets | Current Liabilities (a) | Inventories, Net | ||||||||||||||||||||||||||||||
| Separative work units | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Uranium | |||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
Inventories are valued at the lower of cost or net realizable value.
The Company may borrow SWU or uranium from customers, suppliers or fabricators, in which case the Company will record the SWU and/or uranium and the related liability for the borrowing using projected and forecasted purchase price over the borrowing period.
In the three and six months ended June 30, 2025, the Company repaid SWU inventory loans borrowed from a customer valued at $12.3 million and $38.8 million, respectively, by utilizing advances of SWU from the fabricator under an existing optimization agreement. In June 2025, the Company also repaid its UF6 inventory loan valued at $29.8 million.
19
5. INTANGIBLE ASSETS
Intangible assets originated from the Company’s reorganization and application of fresh start accounting as of the date the Company emerged from bankruptcy, September 30, 2014, and reflect the conditions at that time. The intangible asset related to the LEU segment backlog is amortized as the backlog, existing at emergence, is reduced, as a result of deliveries to customers. The intangible asset related to customer relationships is amortized using the straight-line method over the estimated average useful life of 15 years. Amortization expense is presented below gross profit on the Consolidated Statements of Operations and Comprehensive Income. Intangible asset balances are as follows (in millions):
| June 30, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Net Amount | Gross Carrying Amount | Accumulated Amortization | Net Amount | ||||||||||||||||||||||||||||||
Backlog | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Customer relationships | |||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
6. DEBT
A summary of debt is as follows (in millions):
| June 30, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||
| Maturity | Current | Long-Term | Current | Long-Term | |||||||||||||||||||||||||
| Feb. 2027 | |||||||||||||||||||||||||||||
| Principal | $ | — | $ | $ | — | $ | |||||||||||||||||||||||
| Interest | |||||||||||||||||||||||||||||
2.25% Convertible Notes: | Nov. 2030 | ||||||||||||||||||||||||||||
| Principal | — | — | |||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||||||||
8.25% Notes
Pursuant to a notice of redemption issued on February 24, 2025, on March 26, 2025, the Company redeemed all 8.25% Notes at a redemption price equal to 100% of the $74.3 million aggregate principal amount, together with any accrued and unpaid interest. The Company recorded a gain of $11.8 million related to the extinguishment of the long-term debt. As of June 30, 2025, none of the 8.25% Notes remained outstanding.
Interest on the Company’s 8.25 % Notes was payable semi-annually in arrears as of February 28 and August 31 based on a 360-day year consisting of twelve 30-day months. The 8.25 % Notes were issued in connection with a troubled debt restructuring; therefore, all future interest payment obligations on the 8.25 % Notes were included in the carrying value of the 8.25 % Notes. As a result, interest payments were reported as a reduction in the carrying value of the 8.25 % Notes and not as interest expense. As of June 30, 2025 and December 31, 2024, $0 and $6.1 million, respectively, of interest was recorded as current and classified as Current Debt in the Consolidated Balance Sheets.
20
2.25% Convertible Notes
On November 7, 2024, the Company issued, in a Rule 144A offering, the 2.25% Convertible Notes with an aggregate principal amount of $402.5 million, due November 1, 2030, unless earlier repurchased, redeemed or converted. There are no required principal payments prior to the maturity of the 2.25% Convertible Notes. The 2.25% Convertible Notes bear interest at an annual rate of 2.25%, payable semi-annually in arrears on May 1 and November 1 of each year, beginning on May 1, 2025. The Company incurred approximately $13.8 million in issuance costs related to the issuance of the 2.25% Convertible Notes. The carrying amount of the 2.25% Convertible Notes as of June 30, 2025 of $390.0 million, includes the remaining principal outstanding of $402.5 million, net of total unamortized debt discounts and deferred debt issuance costs of $12.5 million.
The 2.25% Convertible Notes are classified as a non-current liability in the consolidated balance sheets and no embedded features, inclusive of the conversion option, require bifurcation as an embedded derivative. Issuance costs were recorded as a reduction to the principal balance of the 2.25% Convertible Notes and will be amortized as interest expense using the effective interest method over the contractual term. A summary of interest expense and amortization of debt issuance costs is as follows (in millions):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Contractual interest expense (2.25% coupon) | $ | $ | $ | $ | |||||||||||||||||||
Amortization of debt issuance costs and discount | |||||||||||||||||||||||
| Convertible Notes interest expense | $ | $ | $ | $ | |||||||||||||||||||
Before August 1, 2030, noteholders may convert the 2.25% Convertible Notes in any of the following circumstances:
•during the five consecutive business days immediately after any ten consecutive trading day period (the “Measurement Period”), in which the trading price per $1,000 principal amount of the 2.25% Convertible Notes for each trading day of the Measurement Period was less than 98 % of the product of the last reported sale price per share of Company’s Class A Common Stock on such trading day and the conversion rate on each such trading day; or
•during any fiscal quarter commencing after the fiscal quarter ending on December 31, 2024, if the last reported sale price per share of the Company’s Class A Common Stock is greater than or equal to 130 % of the conversion price for each of at least twenty trading days (whether or not consecutive) during the thirty consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; or
•upon the occurrence of certain corporate events or distributions on the Company’s Class A Common Stock; or
•if the Company calls such notes for redemption, then the noteholder of any note may convert such note at any time before the close of business on the second scheduled trading day immediately before the related redemption date.
21
Beginning on August 1, 2030, noteholders may convert their notes at any time at their election until the close of business on the business day immediately before the maturity date. The Company will satisfy its conversion obligations by paying cash up to the aggregate principal amount of notes to be converted, and by issuing shares of its Class A Common Stock or a combination of cash and shares of its Class A Common Stock, at its election for the incremental value. The initial conversion rate is 10.2564 shares of Class A Common Stock per $1,000 principal amount of the notes, representing an initial conversion price of approximately $97.50 per share of Class A Common Stock. The conversion rate will be adjusted upon the occurrence of certain events, including spin-offs, tender offers, exchange offers, make-whole fundamental change and certain stockholder distributions.
Beginning on November 8, 2027, the Company may redeem for cash all or any portion of the notes, at a repurchase price equal to 100% of the principal amount, plus accrued and unpaid interest, if the last reported sale price per share of the Company’s Class A Common Stock has been at least 130 % of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides a redemption notice.
On June 30, 2025, the Company provided notice to the noteholders that the notes became convertible at the option of the holders beginning on July 1, 2025, and ending at the close of business on September 30, 2025. The notes are convertible at a conversion rate of 10.2564 shares of Class A Common Stock per $1,000 principal amount of notes, which is equivalent to a conversion price of approximately $97.50 per share of Class A Common Stock. The 2.25% Convertible Notes became convertible because the last reported sale price of shares of the Class A Common Stock, for at least 20 trading days during the period of 30 consecutive trading days ending on, and including, the last trading day of the calendar quarter ended June 30, 2025, was greater than 130% of the conversion price in effect on each applicable trading day.
If certain corporate events that constitute a “fundamental change”, such as business combination transactions involving the Company, shareholder approval of liquidation or dissolution of the Company, and certain de-listing events with respect to the Company’s Class A Common Stock, occur at any time, holders may, subject to certain exceptions, require the Company to purchase their notes in whole or in part for cash at a price equal to 100% of the principal amount of the 2.25% Convertible Notes to be repurchased, plus accrued and unpaid interest, to, but excluding, the fundamental change repurchase date.
7. FAIR VALUE
Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value of assets and liabilities, the following hierarchy is used in selecting inputs, with the highest priority given to Level 1, as these are the most transparent or reliable:
•Level 1 assets include investments with quoted prices in active markets that the Company has the ability to liquidate as of the reporting date.
•Level 2 assets include investments in U.S. government agency securities, corporate and municipal debt whose estimates are valued based on observable inputs, other than quoted prices.
•Level 3 assets include investments with unobservable inputs, such as third-party valuations, due to little or no market activity.
22
Financial Instruments Recorded at Fair Value (in millions):
| June 30, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||||||||||||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
Deferred compensation asset (a) | |||||||||||||||||||||||||||||||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred compensation obligation (a) | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
There were no transfers between Level 1, 2 or 3 during the periods presented.
Other Financial Instruments
As of June 30, 2025, and December 31, 2024, the Consolidated Balance Sheets carrying amounts for Accounts Receivable, Accounts Payable and Accrued Liabilities (excluding the deferred compensation obligation described above), and Payables under Inventory Purchase Agreements approximate fair value because of their short-term nature.
The carrying value and estimated fair value of long-term debt were as follows (in millions):
| June 30, 2025 | December 31, 2024 | ||||||||||||||||||||||
| Carrying Value | Estimated Fair Value (a) | Carrying Value | Estimated Fair Value (a) | ||||||||||||||||||||
| 8.25% Notes | $ | (b) | $ | $ | (b) | $ | |||||||||||||||||
2.25% Convertible Notes | $ | (c) | $ | $ | (c) | $ | |||||||||||||||||
(a) Based on bid/ask quotes as of or near the balance sheet date, which are considered Level 2 inputs.
(b) As of June 30, 2025, the carrying value of the 8.25 % Notes consists of the principal balance of $0 due to the redemption of the 8.25% Notes in March 2025. As of December 31, 2024, the carrying value of the 8.25% Notes consists of the principal balance of $74.3 million and the sum of current and noncurrent interest payment obligations until maturity. Refer to Note 6, Debt.
(c)As of June 30, 2025 and December 31, 2024, the carrying value of the 2.25% Convertible Notes is net of $12.5 million and $13.5 million of unamortized debt issuance costs, respectively. Refer to Note 6, Debt.
23
8. PENSION AND POSTRETIREMENT HEALTH AND LIFE BENEFITS
The Company provides retirement benefits to certain employees and retirees. The Company has one qualified defined benefit pension plan, one postretirement health and life benefit plan and two nonqualified plans.
The components of net periodic benefit costs (credits) for the defined benefit pension plans were as follows (in millions):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Service costs | $ | $ | $ | $ | |||||||||||||||||||
| Interest costs | |||||||||||||||||||||||
| Amortization of prior service costs (credits), net | ( | ( | ( | ||||||||||||||||||||
Remeasurement gain | ( | ( | |||||||||||||||||||||
| Expected return on plan assets (gains) | ( | ( | ( | ( | |||||||||||||||||||
Net periodic benefit costs (credits) | $ | $ | ( | $ | $ | ( | |||||||||||||||||
The components of net periodic benefit costs for the postretirement health and life benefit plan were as follows (in millions):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Interest costs | $ | $ | $ | $ | |||||||||||||||||||
| Net periodic benefit costs | $ | $ | $ | $ | |||||||||||||||||||
The Company reports service costs for its defined benefit pension plans and its postretirement health and life benefit plans in Cost of Sales and Selling, General and Administrative Expenses. The remaining components of net periodic benefit (credits) costs are reported as Nonoperating Components of Net Periodic Benefit Loss (Income).
During the second quarter of 2024, the Company determined that it was probable that lump sum payouts for 2024 would be greater than the annual service and interest cost components of the annual net periodic benefit cost for two of its defined benefit pension plans. In addition, on May 28, 2024, the Company entered into an agreement with an insurer (“Insurer”) for two of its defined benefit plans to purchase a group annuity contract and transferred approximately $234.0 million of its pension plan obligations to the Insurer. The purchase of the group annuity contract was funded directly by assets of the pension plan of approximately $224.0 million. The purchase resulted in a transfer of benefit administrative responsibilities for more than 1,000 beneficiaries effective September 1, 2024.
These events triggered a remeasurement that resulted in a decrease in the benefit obligation and a corresponding net actuarial gain of $16.6
Effective December 31, 2024, the Company merged its two qualified defined benefit pension plans in order to achieve financial and administrative efficiencies. Actuarial gains and losses of the merged plan will be amortized over the average remaining life expectancy of participants. The merger is not expected to result in any benefit reduction to participants in either plan.
24
9. NET INCOME PER SHARE
Basic net income per share is calculated by dividing net income allocable to common stockholders by the weighted average number of shares of common stock outstanding during the period. In calculating diluted net income per share, the number of shares is increased by the weighted average number of potential common shares related to stock compensation awards, including restricted stock units, restricted stock, and stock options and shares issuable under convertible notes. No dilutive effect is recognized in a period in which a net loss has occurred.
On November 7, 2024, Centrus issued $402.5 million aggregate principal amount 2.25% Convertible Notes due 2030. The dilutive impact of the 2.25% Convertible Notes on the calculation of diluted income per share is considered using the if-converted method. However, because the principal amount of the 2.25% Convertible Notes must be settled in cash, the dilutive impact of applying the if-converted method is limited to the in-the-money portion, if any, of the 2.25% Convertible Notes.
The weighted average number of common and common equivalent shares used in the calculation of basic and diluted net income per share are as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Numerator (in millions): | |||||||||||||||||||||||
Net income | $ | $ | $ | $ | |||||||||||||||||||
| Denominator (in thousands): | |||||||||||||||||||||||
| Average common shares outstanding - basic | |||||||||||||||||||||||
Potentially dilutive shares related to stock compensation awards | |||||||||||||||||||||||
Potentially dilutive shares related to 2.25% Convertible Notes | |||||||||||||||||||||||
| Average common shares outstanding - diluted | |||||||||||||||||||||||
Net income per share (in dollars): | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
| Common stock equivalents excluded from the diluted calculation because they would have been antidilutive (in thousands) | |||||||||||||||||||||||
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10. STOCKHOLDERS’ EQUITY
2023 Shelf Registration
The Company filed a shelf registration statement on Form S-3 (File No. 333-272984) with the SEC on June 28, 2023, which became effective on July 10, 2023. Pursuant to this shelf registration statement, the Company may offer and sell up to $200.0 million in securities, in aggregate. The Company retains broad discretion over the use of the net proceeds from the sale of the securities offered.
Common Stock Issuance
On February 9, 2024, the Company entered into an At Market Issuance Sales Agreement with B. Riley Securities, Inc., Lake Street Capital Markets, LLC and Roth Capital Partners, LLC (collectively, the “Agents”), relating to the ATM offering of shares of the Company’s Class A Common Stock. Pursuant to this sales agreement, the Company sold an aggregate of 1,157,727 and 1,415,924 shares of its Class A Common Stock at the market price in the three and six months ended June 30, 2025, respectively, for a total of $117.1 million and $143.2 million, respectively. After expenses and commissions paid to the Agents, the Company’s proceeds totaled $114.7 million and $140.1 million in the three and six months ended June 30, 2025, respectively. Additionally, the Company recorded direct costs of $0.5 million and $0.6 million in the three and six months ended June 30, 2025, respectively, related to the issuance. The shares of Class A Common Stock were issued pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-272984), which became effective on July 10, 2023, and two prospectus supplements dated February 9, 2024 and May 9, 2025, respectively. As of June 30, 2025, the ATM offering was completed.
The Company sold an aggregate of 275,202 and 451,830 shares of its Class A Common Stock at the market price in the three and six months ended June 30, 2024, respectively, for a total of $12.5 million and $19.9 million, respectively. After expenses and commissions paid to the Agents, the Company’s proceeds totaled $12.2 million and $19.3 million in the three and six months ended June 30, 2024, respectively. Additionally, the Company recorded direct costs of less than $0.1 million in both the three and six months ended June 30, 2024, related to the issuance. The shares of Class A Common Stock were issued pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-272984), which became effective on July 10, 2023, and a prospectus supplement dated February 9, 2024.
Unless otherwise specified in any prospectus supplement, the Company has used and/or intends to use the net proceeds from the sale of its securities offered under these prospectuses for working capital and general corporate purposes including, but not limited to, capital expenditures, working capital, investment in technology development and deployment, repayment of indebtedness, potential acquisitions and other business opportunities. Pending any specific application, the Company may initially invest funds in short-term marketable securities or apply them to the reduction of indebtedness.
26
Rights Agreement
On May 28, 2024, the Company entered into a Sixth Amendment to the Section 382 Rights Agreement (the “Rights Agreement”), which amends the Rights Agreement, dated as of April 6, 2016, by and among the Company, and Computershare Trust Company, N.A. and Computershare Inc., as rights agent, as previously amended by (i) the First Amendment to the Rights Agreement dated as of February 14, 2017, (ii) the Second Amendment to the Rights Agreement dated as of April 3, 2019, (iii) the Third Amendment to the Rights Agreement dated as of April 13, 2020, (iv) the Fourth Amendment to the Rights Agreement dated as of June 16, 2021, and (v) the Fifth Amendment to the Rights Agreement dated as of June 20, 2023.
The Fifth Amendment to the Rights Agreement (i) increased the purchase price for each one one-thousandth (1/1000th) of a share of the Company’s Series A Participating Cumulative Preferred Stock, par value $1.00 per share, from $18.00 to $160.38 ; and (ii) extended the Final Expiration Date (as defined in the Rights Agreement) from June 30, 2023 to June 30, 2026.
The Fifth Amendment was not adopted as a result of, or in response to, any effort to acquire control of the Company. The Fifth Amendment was adopted in order to preserve for the Company’s stockholders the long-term value of the Company’s NOL carryforwards for United States federal income tax purposes and other tax benefits.
The Sixth Amendment was approved by the Board on May 28, 2024, and made clarifying changes relating to the definition of “Beneficial Owner”, “beneficially owned” and “Beneficial Ownership” contained in the Rights Agreement.
Awards under Executive Incentive Plan
Under the Company’s 2019 Equity Incentive Plan, participating employees are eligible to receive grants of equity awards such as restricted stock, restricted stock units, notional stock units and SARs, and other stock-based awards.
In March 2022, 2023, and 2024 and in February 2025, restricted stock units were granted to participating executives with a vesting period ending in March 2025, 2026, 2027, and 2028, respectively. The restricted stock unit awards are time based and payable in shares of the Company’s Class A Common Stock subject to the Company achieving a threshold level of cumulative net income over the respective vesting period. The grant-date fair value is included in Excess of Capital Over Par Value as the value is amortized over the vesting period.
The Class A Common Stock issued for the 2021-2023 performance period were issued in March 2024. The Company withheld $0.1 million of shares to fund the tax withholding obligations of the share recipients under the terms of the stock-based compensation plan.
The Class A Common Stock issued for the 2022-2024 performance period were issued in March 2025. The Company withheld $0.3 million of shares to fund the tax withholding obligations of the share recipients under the terms of the stock-based compensation plan.
Board Restricted Stock Units
In the three months ended June 30, 2025, the Compensation, Nominating and Governance Committee of the Board of Directors approved a resolution primarily related to the 2024 RSU grants to withhold shares to fund the grantees’ income tax liabilities beyond the Company’s legal requirement. The resolution resulted in reclassification of these grants from equity to liability, $3.6 million of selling, general, and administrative expenses, and cash payments of $2.2 million.
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11. COMMITMENTS AND CONTINGENCIES
Commitments under SWU Purchase Agreements
TENEX
The Russian government-owned entity TENEX is a major supplier of SWU to the Company. Under the 2011 TENEX Supply Contract, the Company purchases SWU contained in LEU received from TENEX, and the Company delivers natural uranium hexafluoride to TENEX for the LEU’s uranium component. The LEU that the Company obtains from TENEX is subject to quotas and other restrictions applicable to commercial Russian LEU. Further, the ability of the Company or TENEX to perform under the TENEX Supply Contract is vulnerable to (i) sanctions or restrictions that have been or might be imposed by Russia, the United States, or other countries as a result of the war in Ukraine, or otherwise, (ii) customers and other parties who may object to receiving or handling Russian LEU or SWU, or (iii) suppliers and service providers seeking to limit their involvement with business related to Russia.
The TENEX Supply Contract originally was signed with commitments through 2022, but was modified in 2015 to give the Company the right to reschedule certain original commitments of SWU quantities into the period 2023 and beyond, in return for the purchase of additional SWU quantities in those years. The Company has exercised this right to reschedule SWU quantities in each year through December 31, 2024. As a result of exercising this right, the Company has purchase commitments that could extend to 2028.
The TENEX Supply Contract provides that the Company must pay for all SWU in its minimum purchase obligation each year, even if it fails to submit orders for such SWU. In such a case, the Company would pay for the SWU, but have to take the unordered SWU in the following year.
Pricing terms for SWU under the TENEX Supply Contract are based on a combination of market-related price points and other factors. This formula was subject to an adjustment at the end of 2018 that reduced the unit costs of SWU under this contract in 2019 and for the duration of the contract.
Orano
In 2018, the Company entered into the Orano Supply Agreement with a French state-owned company, Orano Cycle, for the long-term supply of SWU contained in LEU. The Orano Supply Agreement subsequently was assigned by Orano Cycle to its affiliate, Orano CE. Under the amended Orano Supply Agreement, the supply of SWU runs through 2030. The Orano Supply Agreement provides significant flexibility to adjust purchase volumes, subject to annual minimums and maximums in fixed amounts that vary year by year. The pricing for the SWU purchased by the Company is determined by a formula that uses a combination of market-related price points and other factors and is subject to certain floors and ceilings.
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Milestones Under the 2002 DOE-USEC Agreement
The Company’s predecessor, USEC Inc., and DOE signed the 2002 DOE-USEC Agreement dated June 17, 2002, pursuant to which the parties made long-term commitments directed at resolving issues related to the stability and security of the domestic uranium enrichment industry. This agreement requires Centrus to develop, demonstrate and deploy advanced enrichment technology in accordance with milestones, including the deployment of a commercial American Centrifuge Plant, and provides for remedies in the event of a failure to meet a milestone under certain circumstances, including terminating the agreement, revoking Centrus’ access to DOE’s centrifuge technology that is required for the success of the Company’s ongoing work with the American Centrifuge technology, requiring Centrus to transfer certain rights in the American Centrifuge technology and facilities to DOE, and requiring Centrus to reimburse DOE for certain costs associated with the American Centrifuge technology. The agreement provides further that if a delaying event beyond the control and without the fault or negligence of Centrus occurs that could affect Centrus’ ability to meet the American Centrifuge Plant milestones under the agreement, DOE and the Company will jointly meet to discuss in good faith possible adjustments to the milestones as appropriate to accommodate the delaying event. In 2014, the 2002 DOE-USEC Agreement and other agreements between the Company and DOE were assumed by Centrus subject to an express reservation of all rights, remedies and defenses by DOE and the Company under those agreements. DOE and the Company have agreed that all rights, remedies and defenses of the parties with respect to any missed milestones and all other matters under the 2002 DOE-USEC Agreement continue to be preserved, and that the time limits for each party to respond to any missed milestones continue to be tolled.
Legal Matters
From time to time, the Company is involved in various pending legal proceedings, including the pending legal proceedings described below.
In 1993, USEC-Government entered into a lease for the Paducah and Portsmouth GDPs with the DOE. As part of that lease, DOE and USEC-Government also entered into a memorandum of understanding (“Power MOU”) regarding power purchase agreements between DOE and the providers of power to the GDPs. Under the Power MOU, DOE and USEC-Government agreed upon the allocation of rights and liabilities under the power purchase agreements. In 1998, USEC-Government was privatized and became Enrichment Corp., now a principal subsidiary of the Company. Pursuant to legislation authorizing the privatization, the lease for the GDPs, which included the Power MOU as an Appendix, was transferred to Enrichment Corp., and Enrichment Corp. was given the right to purchase power from DOE. The Paducah GDP was shut down in 2013 and deleased by Enrichment Corp. in 2014. On August 4, 2021, DOE informally informed Enrichment Corp. that the Joppa Power Plant, which had supplied power to the Paducah GDP, was planned to undergo D&D. According to DOE, the power purchase agreement with Electric Energy Inc. requires DOE to pay for a portion of the D&D costs of the Joppa Power Plant, and DOE has asserted that a portion of DOE’s liability is the responsibility of Enrichment Corp. under the Power MOU in the amount of approximately $9.6 million. The Company is assessing DOE’s assertions including whether all or a portion of any such potential liability had been previously settled. The Company has not formed an opinion on the merits of DOE’s claim nor is it able to estimate its potential liability, if any, for such claim and no expense or liability has been accrued.
29
On May 26, 2019, the Company, Enrichment Corp., and six other DOE contractors who have operated facilities at the Portsmouth GDP (including, in the case of the Company, the American Centrifuge Plant site located on the premises) were named as defendants in a class action complaint filed by Ursula McGlone, Jason McGlone, Julia Dunham, and K.D. and C.D., minor children by and through their parent and natural guardian Julia Dunham (collectively, the “McGlone Plaintiffs”) in the U.S. District Court in the Southern District of Ohio, Eastern Division. The complaint seeks damages for alleged off-site contamination allegedly resulting from activities on the Portsmouth GDP site. The McGlone Plaintiffs are seeking to represent a class of (i) all current or former residents within a seven-mile radius of the Portsmouth GDP site; and (ii) all students and their parents at the Zahn’s Corner Middle School from 1993-present. The complaint was amended on December 10, 2019, and on January 10, 2020 to add additional plaintiffs and new claims. On July 31, 2020, the court granted in part and denied in part the defendants’ motion to dismiss the case. The court dismissed ten of the fifteen claims and allowed the remaining claims to proceed to the next stage of the litigation process. On August 18, 2020, the McGlone Plaintiffs filed a motion for leave to file a third amended complaint and notice of dismissal of three of the individual plaintiffs. On March 18, 2021, the McGlone Plaintiffs filed a motion for leave to file a fourth amended complaint to add new plaintiffs and allegations. On March 19, 2021, the court granted the McGlone Plaintiffs’ motion for leave to amend the complaint to include Price-Anderson Act and eight other state law claims. On May 24, 2021, the Company, Enrichment Corp., and the other defendants filed their motion to dismiss the complaint. On March 31, 2022, the court granted the Company’s motion in part by dismissing claims brought on behalf of the minor children but allowed the other claims to proceed. As such, the discovery stage of litigation is continuing. On April 28, 2022, the Company, Enrichment Corp., and the other defendants filed their answer to the fourth amended complaint. The Company believes that its operations at the Portsmouth GDP site were fully in compliance with the NRC’s regulations. Further, the Company and Enrichment Corp. believe that any such liability should be indemnified under the Price-Anderson Act. The Company and Enrichment Corp. have provided notifications to DOE required to invoke indemnification under the Price-Anderson Act and other contractual provisions.
On June 8, 2022, the Company, Enrichment Corp., and six other DOE contractors who operated facilities at the Portsmouth GDP were named as defendants in a complaint filed by Brad Allen Lykins, as administrator of the estate of Braden Aaron Lee Lykins in the U.S. District Court in the Southern District of Ohio, Eastern Division (the “Lykins Complaint”). In March 2021, Brayden Lykins, who was thirteen years old, passed away from leukemia. The complaint alleges that the defendants released radiation into the environment in violation of the Price-Anderson Act causing Lykins’ death and seeks monetary damages. On August 30, 2022, the Company, Enrichment Corp., and the other defendants filed their answer to the Lykins Complaint. The Company and Enrichment Corp. believe that their operations at the Portsmouth GDP site were fully in compliance with the NRC’s regulations. Further, the Company and Enrichment Corp. believe that any such liability should be indemnified by DOE under the Price-Anderson Act. The Company and Enrichment Corp. have provided notifications to DOE required to invoke indemnification under the Price-Anderson Act and other contractual provisions.
On March 8, 2023, the Company, Enrichment Corp., and six other DOE contractors that operated facilities at the Portsmouth GDP were named as defendants in a complaint filed by Christian Rose in the U.S. District Court in the Southern District of Ohio, Eastern Division (the “Rose Complaint”). Christian Rose was diagnosed with cancer in June 2022. Although Mr. Rose is an adult, he attended the Zahn’s Corner Middle School, which was closed a few years ago due to contamination and is in the vicinity of the plant. The Rose Complaint alleges that the defendants released radiation into the environment in violation of the Price-Anderson Act causing death – even though the plaintiff is still alive – and seeks monetary damages in the nature of past and future medical expenses, pain and suffering and punitive damages, among others. On May 15, 2023, the Company, Enrichment Corp. and the other defendants filed their answers to the Rose Complaint. The Company and Enrichment Corp. believe that their operations at the Portsmouth GDP site were fully in compliance with the NRC’s regulations. Further, the Company and Enrichment Corp. believe that any such liability should be indemnified under the Price-Anderson Act. The Company and Enrichment Corp. have provided notifications to the DOE required to invoke indemnification under the Price-Anderson Act and other contractual provisions.
30
On November 27, 2023, the Company, Enrichment Corp. and six other DOE contractors who operated facilities at the Portsmouth GDP were named as defendants in a complaint filed by Joshua Shaw in the U.S. District Court in the Southern District of Ohio, Eastern Division (the “Shaw Complaint”). Joshua Shaw was diagnosed with Acute Myeloid Leukemia (“AML”) in August 2008 and after going through chemotherapy continues to experience aftereffects of AML, including anxiety and fatigue. The Shaw Complaint alleges that the defendants released radiation into the environment exposing Mr. Shaw to radiation in violation of the Price-Anderson Act and causing Mr. Shaw’s AML and other injuries. Mr. Shaw seeks monetary damages in the nature of past and future medical expenses for treatment and care, pain and suffering and punitive damages, among others. On February 26, 2024, the Company, Enrichment Corp. and the other defendants filed their motion to dismiss the Shaw Complaint, which was thereafter amended on March 14, 2024. On March 28, 2024, the Company, Enrichment Corp. and the other defendants filed their motion to dismiss the amended Shaw Complaint, and, on May 31, 2024 filed their reply to support their motion to dismiss the amended Shaw Complaint. On March 31, 2025, the Court did not grant the Company’s motion to dismiss the Complaint for being time-barred. On April 14, 2025, the Company, Enrichment Corp., and the other defendants filed their answer to the amended complaint. The Company and Enrichment Corp. believe that their operations at the Portsmouth GDP site were fully in compliance with the NRC’s regulations. Further, the Company and Enrichment Corp. believe that any such liability should be indemnified under the Price-Anderson Act. The Company and Enrichment Corp. have provided notifications to the DOE required to invoke indemnification under the Price-Anderson Act and other contractual provisions.
Centrus 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, Centrus does not believe that the outcome of any of these legal matters, individually and in the aggregate, will have a material adverse effect on its cash flows, results of operations, or consolidated financial condition.
12. SEGMENT INFORMATION
Gross profit is the Company’s measure for segment reporting. There were no intersegment sales in the periods presented. Refer to Note 2, Revenue and Contracts with Customers, for additional details on revenue for each segment. The following table presents the Company’s segment information (in millions):
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| Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Revenue | |||||||||||||||||||||||
| LEU segment: | |||||||||||||||||||||||
| Separative work units | $ | $ | $ | $ | |||||||||||||||||||
| Uranium | |||||||||||||||||||||||
Intersegment revenue, eliminated on consolidation | |||||||||||||||||||||||
| Total | |||||||||||||||||||||||
| Technical Solutions segment | |||||||||||||||||||||||
| Total | $ | $ | |||||||||||||||||||||
Elimination of intersegment revenue | ( | ( | |||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | |||||||||||||||||||
Cost of Sales | |||||||||||||||||||||||
| LEU segment: | |||||||||||||||||||||||
Separative work units and uranium | $ | $ | $ | $ | |||||||||||||||||||
Intersegment cost of sales, eliminated on consolidation | |||||||||||||||||||||||
| Total | |||||||||||||||||||||||
Technical Solutions segment | |||||||||||||||||||||||
| Total | |||||||||||||||||||||||
Elimination of intersegment cost of sales | ( | ( | |||||||||||||||||||||
| Total cost of sales | $ | $ | $ | $ | |||||||||||||||||||
| Segment Gross Profit | |||||||||||||||||||||||
LEU segment: | |||||||||||||||||||||||
| LEU segment | $ | $ | $ | $ | |||||||||||||||||||
Intersegment gross profit, eliminated on consolidation | |||||||||||||||||||||||
Total | |||||||||||||||||||||||
Technical Solutions segment: | |||||||||||||||||||||||
Technical Solutions | |||||||||||||||||||||||
Total | |||||||||||||||||||||||
Elimination of intersegment gross profit | ( | ( | |||||||||||||||||||||
| Gross profit | $ | $ | $ | $ | |||||||||||||||||||
Reconciliation to Income before income taxes | |||||||||||||||||||||||
| Advanced technology costs | $ | $ | $ | $ | |||||||||||||||||||
| Selling, general and administrative | |||||||||||||||||||||||
Stock compensation | |||||||||||||||||||||||
| Amortization of intangible assets | |||||||||||||||||||||||
| Nonoperating components of net periodic benefit loss | ( | ( | |||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Investment income | ( | ( | ( | ( | |||||||||||||||||||
| Extinguishment of long-term debt | ( | ||||||||||||||||||||||
| Other expense, net | |||||||||||||||||||||||
| Income before income taxes | $ | $ | $ | $ | |||||||||||||||||||
32
The Company’s total assets are not presented for each reportable segment as they are not reviewed by, nor otherwise regularly provided to the chief operating decision maker (“CODM”), the CEO. The CODM uses revenue, cost of sales and gross profit to allocate resources (including personnel and financial or capital resources) for each segment, predominantly in the annual budget and quarterly financial review and forecasting process. The CODM considers budget-to-actual variances on a quarterly basis using revenue, cost of sale and gross profit when making decisions about allocating capital and personnel to the segments. Centrus’ long-term or long-lived assets, which include property, plant and equipment and other assets reported on the Consolidated Balance Sheet, were located in the United States as of June 30, 2025 and December 31, 2024.
Revenue from Major Customers (10% or More of Total Revenue)
In the three months ended June 30, 2025, three customers in the LEU segment individually represented $35.7 million, $32.8 million, and $19.9 million of revenue, respectively. In the six months ended June 30, 2025, three customers in the LEU segment individually represented $67.5 million, $35.7 million, and $32.8 million of revenue, respectively. One customer in the Technical Solutions segment individually represented $27.9 million and $49.6 million of revenue in the three and six months ended June 30, 2025, respectively.
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Item 2. 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 unaudited Consolidated Financial Statements and related notes appearing elsewhere in this report.
This discussion contains forward-looking statements that involve risks and uncertainties. Actual results could differ significantly from the results discussed in the forward-looking statements particularly in light of the economic, social, and market uncertainty created by, among other things, the war in Ukraine and changes in laws, tariffs or other government measures. See “Forward-Looking Statements” at the beginning of this Quarterly Report on Form 10-Q.
Overview
Centrus Energy Corp., a Delaware corporation (“Centrus,” the “Company”, “we” or “us”), is a trusted supplier of nuclear fuel components for the nuclear power industry, which provides a reliable source of carbon free energy and provides enrichment and technical services for public and private customers. References to “Centrus”, the “Company”, “our”, or “we” include Centrus Energy Corp. and its wholly owned subsidiaries as well as the predecessor to Centrus, unless the context indicates otherwise.
Centrus operates two business segments: (a) LEU, which supplies various components of nuclear fuel to commercial customers from our global network of suppliers, and (b) Technical Solutions, which provides advanced uranium enrichment for the nuclear industry and the U.S. government and advanced manufacturing and other technical services to government and private sector customers.
Our LEU segment provides most of the Company’s revenue and involves the sale of enriched uranium, the fissile component of nuclear fuel, primarily to utilities that operate commercial nuclear power plants. The majority of these sales are for the enrichment component of LEU, which is measured in SWU. Centrus also sells natural uranium hexafluoride (the raw material needed to produce LEU) and occasionally sells uranium concentrates, uranium conversion, or LEU with the natural uranium hexafluoride and SWU components combined into one sale.
LEU is a critical component in the production of nuclear fuel for reactors that produce electricity. We supply LEU and its components to both domestic and international utilities for use in nuclear reactors worldwide. We provide LEU from multiple sources, including medium- and long-term supply contracts, and spot purchases and our inventory. As a long-term supplier of LEU to our customers, our objective is to provide value through the reliability and diversity of our supply sources.
Published spot price indicators for SWU reached previous historic highs in April 2009 at $163 per SWU. In the years following the 2011 Fukushima accident in Japan, spot prices declined more than 75%, bottoming out in August 2018 at $34 per SWU. This was followed by a period of price increases, which reached $195 per SWU by December 31, 2024, which surpassed the previous historic high. As of June 30, 2025, spot prices were $190 per SWU. This represents a decrease of 3% since the beginning of the year but an increase of 459% over the 2018 historic low. This surge in the SWU spot price beginning in 2022 has been driven primarily by uncertainty created as a result of the war in Ukraine, coupled with growing interest in nuclear power as a source of reliable carbon-free energy. The contemplation of imposition of tariffs on LEU, and if ultimately imposed, may put additional upward pressure on the price of SWU.
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When Russian supply is included, the uranium enrichment segment of the global nuclear fuel market is oversupplied. But without Russian supply, the global market for uranium enrichment would be undersupplied. Further, it is not clear that there are sufficient inventories of enriched uranium in the United States to compensate for a loss of Russian supply, absent new capacity that will take a number of years to deploy. A report issued by the International Atomic Energy Agency in 2023 reported that while U.S. utilities may have enough inventory to cover one reload of their reactors, “truly strategic physical stockpiles are almost non-existent.”1
Changes in the supply-demand balance and in the competitive landscape arising from the war in Ukraine or the imposition of tariffs, may affect pricing trends, change customer spending patterns, and create additional uncertainty in the uranium market. At the same time, uncertainty remains about future demand for nuclear power generation. To address such changes and uncertainty, we continue to evaluate opportunities to grow our business organically or through acquisitions and other strategic transactions.
Our Technical Solutions segment is committed to the restoration of America’s domestic uranium enrichment production capability in order to play a critical role in meeting U.S. national security and energy security requirements and advancing America’s nonproliferation, energy, and climate objectives. Our Technical Solutions segment is also focused on repairing broken and vulnerable supply chains, providing clean energy jobs, and supporting the communities in which we operate. Our goal is to deliver major components of the next-generation nuclear fuels that will provide reliable carbon-free power around the world.
The Company’s work on HALEU began under the HALEU Demonstration Contract, signed with the DOE in 2019 to construct a cascade of 16 AC100M centrifuges in Piketon, Ohio to demonstrate HALEU production. The DOE has funded the contract up to $173.0 million with a period of performance that ended November 30, 2022. Closeout activities on the HALEU Demonstration Contract are ongoing.
On November 10, 2022, the DOE notified Centrus that the Company had been awarded the HALEU Operation Contract and work began on December 1, 2022. The base contract value was approximately $150.0 million with two phases through 2024. Phase 1 included an approximately $30.0 million cost-share contribution from Centrus matched by approximately $30.0 million from the DOE to complete construction of the cascade, begin operations and produce the initial 20 kilograms of HALEU UF6 by no later than December 31, 2023. On November 7, 2023, the Company announced that it made its first contractual delivery of HALEU to the DOE, completing Phase 1 by successfully demonstrating its HALEU production process.
During November 2023, the Company transitioned to Phase 2 of the HALEU Operation Contract, which included production of 900 kilograms of HALEU UF6 per year, as well as continued operations and maintenance. Phase 2 had an initial contract value of approximately $90.0 million and the Company is being compensated on a cost-plus-incentive-fee-basis. The DOE owns the HALEU produced from the demonstration cascade. The HALEU Operation Contract also gives DOE the ability to exercise three optional periods to contract for up to nine additional years of production from the cascade beyond the base contract; those options are at the DOE’s sole discretion and subject to the availability of Congressional appropriations. Pursuant to an amendment to the Company’s lease for the Piketon facility, the DOE assumed all D&D liabilities arising out of the HALEU Operation Contract.
1 International Atomic Energy Agency, “Global Inventories of Secondary Uranium Supplies” (IAEA-TECDOC-2030), p. 54 (2023).
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Under the HALEU Operation Contract, DOE is contractually obligated to provide the 5B Cylinders necessary to collect the output of the cascade, but supply chain challenges had created difficulties for DOE in securing enough 5B Cylinders for the entire production year under Phase 2. During time periods when 5B Cylinders were insufficient, the Company was able to continue operations of the cascade, but did not produce HALEU as it did not have 5B Cylinders to store the enriched uranium. Due to these delays, Centrus was unable to achieve contractual delivery of the 900 kilograms of HALEU UF6 by the date set for the end of Phase 2 performance. Centrus’ contractual delivery obligation of 900 kilograms by November 2024, was conditioned on DOE’s ability to provide the 5B Cylinders on a timeline that allowed for continuous production throughout Phase 2 of the contract. In light of the delays, on November 5, 2024, the HALEU Operation Contract was modified to extend the Phase 2 period of performance to June 30, 2025. On June 25, 2025, the Company announced that it had produced and contractually delivered to the DOE 900 kilograms of HALEU under the HALEU Operation Contract, thereby achieving the Phase 2 production target. As of June 30, 2025, the total Phase 2 contract value and funded value is $169.1 million. The fee for the Phase 2 period of performance that was extended beyond November 30, 2024 was not definitized and is subject to negotiation.
On June 17, 2025, the DOE issued an amendment to the HALEU Operation Contract that split the first three-year option period into a first option period of one year (“Option 1a”) and a second option period of two years (“Option 1b”). The amendment establishes a target cost and fee for Option 1a of approximately $99.3 million and $8.7 million, respectively, and a target cost and fee for Option 1b of $163.5 million and $15.2 million, respectively. Additionally, the Amendment acknowledges that the estimated cost associated with Option 1b is insufficient to support full performance due to known cost increases since award of the HALEU Operation Contract, and indicates that the Company will need to submit a revised cost proposal for review and negotiation prior to DOE’s consideration of Option 1b. In conjunction with the amendment, the DOE exercised Option 1a and extended the period of performance to June 30, 2026. As of June 30, 2025, Option 1a is funded for the contract value of $108.0 million.
While the obligation to furnish compliant 5B Cylinders under the HALEU Operation Contract continues to rest with the DOE, Centrus has worked to help the DOE to secure additional cylinders. To support the DOE in mitigating the risk of further delays in delivery of 5B Cylinders, the Company received Contracting Officer approval and a contract modification from the DOE to procure compliant 5B Cylinders and components.
Congress has appropriated a total of $3.4 billion to the DOE to jumpstart U.S. nuclear fuel production, including both LEU and HALEU. Based on this funding, the DOE issued a series of three RFPs covering HALEU production, HALEU deconversion, and LEU production. In late 2024, the Department made initial selections under each of the RFPs. Centrus was among the awardees for all three RFPs under an IDIQ structure.
Each of these IDIQ awards carries a $2.0 million contract minimum for each awardee, and is subject to an overall contract ceiling covering all awardees. Under the IDIQ awards, the DOE can issue task orders to the awardees and then allocate available funding to those task orders. The ultimate value of the awards to Centrus -- and the potential scale of the expansion supported -- will depend upon the scope of task orders that DOE may subsequently issue under the contracts for which the Company intends to compete.
Of the $3.4 billion in appropriated funds, $700 million specifically related to HALEU is from the Inflation Reduction Act (“IRA”). Executive Order 14154, issued on January 20, 2025, directed executive agencies of the U.S. federal government to pause the distribution of federal funding, including funding appropriated under the IRA, pending a review of programs for issuing grants, loans, contracts, or any other financial disbursements. While implementation of the funding pause is currently subject to legal challenges, the ultimate outcomes, and DOE actions during the pendency, of these legal challenges remain uncertain. Should the pause continue to be implemented, the timing of the pause and subsequent review, as well as the outcome of such review, remain uncertain.
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On November 6, 2024, DOE issued requests for task order proposals under the HALEU Deconversion Contract and the HALEU Enrichment Contracts. DOE contemplates issuing the task orders on a time-and-material basis with a two year period of performance for the purpose of describing the technical approach and price in an optimization study to support DOE in establishing the commercial production of HALEU and commercial deconversion of HALEU, respectively. On January 9, 2025, we submitted our proposals in response to these requests for task order proposals. As of the filing of this Form 10-Q, no task orders have been awarded under the HALEU Deconversion Contract and the HALEU Enrichment Contract.
On March 30, 2025, the Company submitted its proposal in response to a request for task order from the DOE for a report and additional deliverables under the LEU Production Contract. On April 11, 2025, the Company was awarded a time and materials task order with a total award ceiling of approximately $0.5 million.
On November 20, 2024, the Company announced the resumption of centrifuge manufacturing activities and the expansion of its manufacturing capacity at its facility in Oak Ridge, Tennessee. The Company is investing approximately $60.0 million over an 18 month period in this effort, which will help lay the groundwork to support a potential large-scale expansion of uranium enrichment in Piketon, Ohio.
The Qualifying Advanced Energy Project Credit (“§48C”) was established by the American Recovery and Reinvestment Act of 2009 and renewed and expanded under the IRA. The §48C program aims to strengthen U.S. industrial competitiveness and clean energy supply chains. On October 18, 2024, the Company submitted an application for a clean energy manufacturing and recycling project associated with re-equipping our manufacturing property at our manufacturing facility in Oak Ridge. This will recreate a viable enrichment supply chain and allow ACO to manufacture centrifuge parts to be used in centrifuge machines to enrich uranium. Our application requested an allocation of $62.4 million based on a qualified investment in eligible property of $208.0 million made by Centrus. On January 10, 2025, the Company was informed that the Internal Revenue Service (“IRS”) granted our request for a $62.4 million credit allocation for this facility. Centrus now has two years from that date to provide evidence that the requirements of the credit have been met thus certifying our credit allocation. Upon certification of our credit allocation, we then have two years from that date to notify the DOE that the qualified investment in eligible property is placed in service to receive the credit allocation. It is uncertain how Executive Order 14154 will impact the IRS determination regarding our application request. For further details refer to Liquidity and Capital Resources in this Quarterly Report on Form 10-Q.
On November 7, 2024, the Company issued 2.25% Convertible Notes with an aggregate principal amount of $402.5 million, due November 1, 2030, unless earlier repurchased, redeemed or converted. The proceeds from the 2.25% Convertible Notes were to be used for general working capital and corporate purposes, which may include investment in technology development or deployment, repayment or repurchase of outstanding debt, capital expenditures, potential acquisitions and other business opportunities and purposes. Pursuant to a notice of redemption issued on February 24, 2025, on March 26, 2025, the Company redeemed all 8.25% Notes at a redemption price equal to 100% of the $74.3 million aggregate principal amount, together with any accrued and unpaid interest. The Company recorded a gain of $11.8 million related to the extinguishment of the long-term debt.
On June 30, 2025, the Company provided notice to the noteholders that the notes became convertible at the option of the holders beginning on July 1, 2025, and ending at the close of business on September 30, 2025. The notes are convertible at a conversion rate of 10.2564 shares of Class A Common Stock per $1,000 principal amount of notes, which is equivalent to a conversion price of approximately $97.50 per share of Class A Common Stock. The 2.25% Convertible Notes became convertible because the last reported sale price of shares of the Class A Common Stock, for at least 20 trading days during the period of 30 consecutive trading days ending on, and including, the last trading day of the calendar quarter ended June 30, 2025, was greater than 130% of the conversion price in effect on each applicable trading day.
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The war in Ukraine, along with the Import Ban Act and the Russian Decree, have contributed to a significant increase in market prices for enrichment and prompted calls for public and private investment in new, domestic uranium enrichment capacity not only for HALEU production, but also for LEU production to support the existing fleet of reactors. As a result, coupled with the Company’s contract awards for HALEU and LEU production, Centrus is exploring the opportunity to deploy LEU enrichment alongside HALEU enrichment to meet a range of commercial and U.S. government requirements, which would bring cost synergies while increasing revenue opportunities. Our ability to deploy LEU and/or HALEU enrichment, and the timing, sequencing, and scale of those capabilities, is subject to the availability of funding and/or off-take commitments.
The Energy Act of 2020 (“The Energy Act”) required the DOE to establish a program to support the availability of HALEU for civilian domestic research, development, demonstration, and commercial use. The Energy Act also reauthorized DOE nuclear energy research, development, demonstration, and commercial application activities, including advanced fuel, research and development for advanced reactors, used fuel technologies, and integration of nuclear energy systems for both existing plants and advanced nuclear concepts. It also authorized the funding of an ARDP which was launched by the DOE in May 2020. There are a number of advanced reactors under development that would use HALEU. Nine of the ten advanced reactor designs initially selected by the DOE for its ARDP will require HALEU. Various agencies of the U.S. government, including the U.S. Department of Defense, the Defense Advanced Research Projects Agency, and the DOE are building small modular reactors and microreactors, which demonstrates the focus on both the development of microreactors and HALEU. We believe our investments in advanced enrichment technology and our progress in demonstrating HALEU production will position the Company to meet the needs of government and commercial customers in the future as they deploy advanced reactors and next generation fuels and also offers potential cost synergies for a return to LEU production. Further, the Company is taking steps to pursue, including through the exploration of strategic partnerships, technologies that are complementary to HALEU production and critical to the HALEU ecosystem, including deconversion and fuel fabrication.
While the monthly price indicators have increased for several years, the uranium enrichment segment of the nuclear fuel market remains oversupplied and faces uncertainty about future demand for nuclear power generation. However, without Russian supply, the global market would be undersupplied for uranium enrichment. Recent data from the International Trade Commission shows a significant increase in the importation of enriched uranium into the U.S. from China beginning in 2023. If this trend continues, it will likely result in significant changes in the competitive landscape that will affect pricing trends and customer spending patterns and create uncertainty and likely have a negative impact on our business. To address these changes, we have taken steps to adjust our cost structure; we may seek further adjustments to our cost structure and operations and evaluate opportunities to grow our business organically or through acquisitions and other strategic transactions.
We are also actively considering and expect to consider potential strategic transactions from time to time, which could involve, without limitation, acquisitions and/or dispositions of businesses or assets, joint ventures or investments in businesses, products or technologies or changes to our capital structure. For further discussion, refer to Liquidity and Capital Resources in this Quarterly Report on Form 10-Q.
Market Conditions and Outlook
The global nuclear industry outlook has improved after many years of decline or stagnation. The development of advanced small and large-scale reactors, the innovation of advanced fuel types, and the commitment of nations to begin deploying nuclear power or to increase the share of nuclear power in their nations has created optimism in the market. Part of the momentum has resulted from efforts to lower greenhouse gas emissions to combat climate change and improve health and safety.
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According to the WNA, as of June 2025, there were 69 reactors under construction worldwide, approximately one-half of which are in China. The United States, with over 90 operating reactors, remains the world’s largest market for nuclear fuel. The nuclear industry in the United States, Japan, and Europe faces headwinds as well as opportunities. In the United States, the industry has been under pressure from the expansion of subsidized renewable energy as well as relatively low-cost natural gas resources in recent years. Eight U.S. reactors have prematurely shut down in the past ten years, and others could shut down in the next few years. At the same time, construction was completed and commercial operations began in the second quarter of 2024 on one large reactor and two formerly shutdown reactors have plans to restart.
The IEA projects that global nuclear energy generation will grow substantially in the next three decades. In the IEA’s 2024 World Energy Outlook, nuclear generation is forecasted to grow by 18% by 2030 and 47% by 2040 under the “Stated Policies” scenario. In the “Net Zero Emissions by 2050” scenario, nuclear generation would grow by 41% by 2030 and more than double by 2040.
As a consequence of the March 2011 earthquake and tsunami in Japan, over 60 reactors in Japan and Germany were taken offline, and other countries curtailed or slowed their construction of new reactors or accelerated the retirement of existing plants. In Japan, 14 reactors have restarted and an additional 11 reactors are in the process of restart approval. Due to the war in Ukraine, the EU is encouraging its member countries to reconsider the planned early retirement of existing plants in order to reduce reliance on Russian gas imports.
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In October 2020, the DOC reached an agreement with the Russian Federation on an extension of the RSA, a trade agreement that allows for Russian-origin nuclear fuel to be exported to the United States in limited quantities. The two parties agreed to extend the agreement through 2040 and to set aside a significant portion of the quota for Centrus’ shipments to the United States through 2028 to perform under our TENEX Supply Contract. This outcome allowed for sufficient quota for Centrus to continue serving its utility customers and support its investments in building new capacity. Use of this quota is subject to compliance with limitations under the RSA. These limitations include a requirement that we return natural uranium to TENEX for the LEU we receive under the TENEX Supply Contract at approximately the same time that we deliver the LEU to our customers. Our ability to meet this requirement depends on the capacity or willingness of the facilities where natural uranium is supplied to us by customers to allow us to deliver this natural uranium to TENEX. We were notified by one facility that it will no longer receive natural uranium for TENEX. As a result, we will need to rely to a greater extent on deliveries at other processors or explore other options in order to comply with the RSA’s natural uranium delivery requirement.
The war in Ukraine escalated tensions between Russia and the international community. As a result, the United States and other countries imposed, including through the United States’s enactment of the Import Ban Act discussed below, and may continue imposing, additional sanctions, tariffs, and export controls against certain Russian products, services, organizations, and/or individuals. Such additional restrictions could affect our ability to purchase, take delivery of, transport, or re-sell Russian uranium enrichment, engage in transactions with TENEX, or implement the TENEX Supply Contract, which would have a negative material impact on our business. Further, tariffs or sanctions by the United States, Russia or other countries may impact our ability and cost to transport, export, import, take delivery, or make payments related to the LEU we purchase and may require us to increase purchases from non-Russian sources to the extent available. For example, due to restrictions imposed by Canada on the ability of Canadian persons and entities to provide ocean transportation services to Russia, a permit is required for our shipper, a Canadian company, to transport the LEU that we procure under the TENEX Supply Contract to the United States. A Canadian permit issued to our shipper was extended to March 2027, but for so long as the sanctions remain in place, the shipper will require further extensions beyond the current validity of the permit for continued shipments of LEU imports.
In response to the war in Ukraine, on May 13, 2024, the Import Ban Act was enacted. This law bans imports of LEU from Russia into the U.S. beginning August 11, 2024, subject to issuance of waivers by the DOE. In accordance with the instructions published by the DOE on May 24, 2024, the Company filed its first waiver request application on May 27, 2024, to permit the importation of LEU already committed for delivery to its U.S. customers in 2024 through 2027. On July 18, 2024, the DOE issued the Company a waiver allowing it to import LEU from Russia for deliveries already committed by the Company to its U.S. customers in years 2024 and 2025. For the years 2026 and 2027, the DOE deferred its decision to an unspecified date closer in time to the deliveries. On June 7, 2024, the Company filed a second waiver request application to allow for importation of LEU from Russia for processing and reexport to the Company's foreign customers. On October 31, 2024, the DOE issued its determination waiving the prohibition of the importation of such material to our foreign customers scheduled in 2025. On December 11, 2024, the Company filed a third waiver request application to allow for importation of LEU from Russia in 2026 and 2027 for use in future sales to our U.S. customers. The U.S. ban on imports of Russian LEU, without the grant of additional timely waivers, would have a negative material impact on our business. Through 2027, well over one-half of the LEU that we expect to deliver to customers was sourced under the TENEX Supply Contract. While we have other sources of supply, they are not sufficient to replace the TENEX supply. It is uncertain whether any waiver would be granted in response to our pending or any potential future applications and, if granted, whether any waiver would be granted in a timely manner for us to benefit from it.
On November 14, 2024 the government of the Russian Federation passed the Russian Decree, effective through December 31, 2025, that rescinded TENEX’s general license to export LEU to the United States or to entities registered in the United States. Accordingly, TENEX is required to obtain a specific export license from the Russian authorities for each shipment to Centrus through 2025. Except for the initial delay, TENEX has received specific licenses to satisfy shipments to Centrus in the regular course of business. But Centrus has been informed that there is no certainty whether additional licenses will be issued by the Russian authorities and if issued, whether they will be issued in a timely manner and not rescinded prior to the shipment taking place.
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Since the enactment of the Import Ban Act and through the issuance of the Russian Decree, TENEX has continued to implement the TENEX Supply Contract while we pursue waivers from the DOE. However, we do not know what future actions, including in response to the Russian Decree, TENEX might take. If TENEX refuses to make future deliveries or otherwise suspends deliveries for an extended period under the TENEX Supply Contract, our delivery obligations to our customers would be negatively impacted, including a material adverse effect on the Company.
On April 15, 2025, the President of the United States signed an Executive Order initiating a Department of Commerce investigation under Section 232 of the Trade Expansion Act of 1962, to determine whether imports of processed critical minerals, including uranium, and their derivative products threaten to impair national security. The Executive Order acknowledges the United States manufacturing and defense industrial bases’ dependence on foreign sources, which are at risk of long-term supply chain issues which may impact the United States’ access to critical minerals. The results of the investigation could result in an imposition of, or increase in tariffs, on these products or other trade restrictions from our international suppliers which could significantly increase our costs and have a material adverse effect on our financial position and results of operations. The administration may impose tariffs before the outcome of the referenced investigation or may decide not to impose tariffs if the outcome of the investigation would justify the imposition of tariffs.
In addition to limitations targeted specifically at imports of LEU, the expanding sanctions imposed by the United States and foreign governments on the mechanisms used to make payments to Russia and to obtain services, including transportation and other services, have increased the risk that implementation of the TENEX Supply Contract may be disrupted in the future. For example, effective January 10, 2025, the U.S. Secretary of the Treasury, made a determination pursuant to section l(a)(i) of Executive Order 14024, to apply certain sanctions to any person determined, pursuant to that section, to operate or have operated in “the energy sector of the Russian Federation economy.” TENEX’s financial institutions have had challenges in accepting payments denominated in U.S. dollars and the Company and TENEX have agreed to delay certain payments under the TENEX Supply Contract as the parties review payment processing options. Additionally, on April 17, 2025, the Office of the United States Trade Representative (“USTR”) released a notice issuing the results of its investigation into China’s dominance in the maritime, logistics, and shipbuilding sectors pursuant to Section 302(a) of the Trade Act of 1974, as amended. The USTR imposed new service fees on Chinese-built vessels entering U.S. ports above certain capacity. Our shipper of Russian LEU from Russia to the U.S. uses ships manufactured in China which happen to be exempt from the new fees under this notice. However, these fees would be significant if they were to be imposed on our shipper of Russian LEU. If the USTR changes its position and does not exempt the type of vessel our shipper uses, then the additional fees imposed on our shipper for docking at U.S. ports would be cost prohibitive and would have a significant impact on our ability to transport Russian LEU and would also have a material adverse effect on our financial position and results of operations. If the U.S. government were to prohibit companies and individuals from engaging in transactions with Rosatom and its subsidiaries, including TENEX, the Company and its suppliers could not implement the TENEX Supply Contract absent a license or other authorization from the sanctioning government.
Given all the foregoing, we continue to monitor the situation closely in order to address the potential impact of any new sanctions, or restrictions on the Company or potential tariffs on products it imports or purchases from foreign suppliers and possible mitigation thereof.
For further discussion of these risks and uncertainties, refer to Part I, Item 1A, Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2024.
Operating Results
Our revenue, operating results, and cash flows can fluctuate significantly from quarter to quarter and year to year. Our LEU segment backlog consists primarily of long-term, fixed commitment contracts and contingent sales commitments, and we have visibility on a significant portion of our revenue for 2025-2027.
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Our future operating results are subject to uncertainties that could affect results either positively or negatively. Among the factors that could affect our results are the following:
•Our ability to obtain waivers to allow us to import LEU from Russia in 2026 and 2027 so that we may continue supplying LEU to our customers, given the enactment of the Import Ban Act in May 2024;
•The ability of TENEX to timely obtain, and the willingness of TENEX to continue to request, additional permits to export LEU from Russia so that we may continue supplying LEU to our customers, given the enactment of the Russian Decree in November 2024;
•Conditions in the LEU and energy markets, including pricing, demand, operations, government restrictions on imports, exports or investments, and regulations of our business and activities and those of our customers, suppliers, contractors, and subcontractors;
•Recently enacted tariffs and sanctions and the potential for additional tariffs, sanctions and other measures that restrict with whom we may transact or affect the importation, cost, sales or purchases of SWU or uranium or goods or services required for the sale, purchase, transportation or delivery of such SWU or uranium;
•Our ability to be awarded task orders under any of the HALEU Production Contract, LEU Production Contract or HALEU Deconversion Contract;
•Insufficient or untimely U.S. government funding and government appropriations to support our IDIQ contracts with the U.S. federal government;
•Regulatory uncertainty from new or rescinded executive orders or new or changes to interpretations of federal regulations;
•Armed conflicts, including the war in Ukraine, government actions and other events or third-party actions that disrupt supply chains, production, transportation, payments, and importation of nuclear materials or other critical supplies or services;
•The availability and terms of additional purchases or sales of SWU and uranium;
•Timing of customer orders, related deliveries, and purchases of LEU or LEU components;
•Costs of and future funding and demand for HALEU;
•Financial market conditions and other factors that may affect pension and benefit liabilities and the value of related assets;
•The outcome of legal proceedings and other contingencies;
•Potential use of cash for strategic or financial initiatives;
•Actions taken by customers and suppliers, including actions that might affect existing contracts;
•The U.S. government’s ability to satisfy its obligations, including supplying government furnished equipment under its agreements with the Company or processing security clearances due to a shutdown or other reasons; and
•Market, international trade, and other conditions impacting Centrus’ customers and the industry.
For further discussion of these uncertainties, refer to Part I, Item 1A, Risk Factors, in our Annual Report on Form 10-K for the year ended December 31, 2024.
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Backlog
The Company’s backlog is $3.6 billion and $3.7 billion as of June 30, 2025 and December 31, 2024, respectively, and extends to 2040. The backlog is recognized as revenue in future periods as work is performed or deliveries of SWU and uranium are made.
Our backlog in the LEU segment extends to 2040. As of June 30, 2025 and December 31, 2024, our backlog was approximately $2.7 billion and $2.8 billion, respectively. The backlog is the estimated aggregate dollar amount of revenue for future SWU and uranium deliveries primarily under medium and long-term contracts with fixed commitments and approximately $2.1 billion in contingent LEU sales commitments, with $1.7 billion of the total under definitive agreements and $0.4 billion of the total subject to entering into definitive agreements, in support of potential construction of LEU production capacity at the Piketon, Ohio facility. The contingent sales commitments depend on our ability to secure substantial public and private investment necessary to build new enrichment capacity. The LEU segment backlog also includes approximately $0.2 billion of deferred revenue and advances from customers as of June 30, 2025, whereby customers have made advance payments to be applied against future deliveries. No orders in our backlog are considered at risk related to customer operations. However, these medium and long-term contracts are subject to significant risks and uncertainties, including existing import laws and restrictions such as the RSA, which limits imports of Russian uranium products into the United States and applies to our sales using material procured under the TENEX Supply Contract, as well as the potential for additional sanctions and other restrictions affecting the Company or its suppliers, in response to the evolving situation regarding the war in Ukraine.
Our backlog in the Technical Solutions segment extends to 2034. As of both June 30, 2025 and December 31, 2024, our backlog is approximately $0.9 billion. Our backlog includes both funded amounts (services for which funding has been both authorized and appropriated by the customer), unfunded amounts (services for which funding has not been appropriated), and unexercised options in our contracts. If any of our contracts were to be terminated or options not being exercised, our remaining backlog would be reduced by the expected value of the cancelled contracts or forgone options.
There is no assurance that the revenues projected will be realized, or, if realized, will result in profits.
Revenue
We have two reportable segments: the LEU segment and the Technical Solutions segment.
Revenue from our LEU segment is derived primarily from the following:
•sales of the SWU component of LEU,
•sales of natural uranium hexafluoride, uranium concentrates or uranium conversion, and
•sales of enriched uranium product that include both the natural uranium hexafluoride and SWU components of LEU.
Our Technical Solutions segment revenue is primarily derived from the production of HALEU under the HALEU Operation Contract with DOE and technical, manufacturing, engineering, and operations services offered to public and private sector customers.
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SWU and Uranium Sales
Revenue from our LEU segment accounted for approximately 81% and 78% of our total revenue for the three and six months ended June 30, 2025, respectively. The majority of our customers are domestic and international utilities that operate nuclear power plants, with international sales constituting approximately 37% of revenue from our LEU segment since 2023. Our agreements with electric utilities are primarily medium and long-term fixed-commitment contracts under which our customers are obligated to purchase a specified quantity of the SWU component of LEU from us. Contracts where we sell both the SWU and natural uranium hexafluoride components of LEU to utilities or where we sell natural uranium hexafluoride to utilities and other nuclear fuel related companies are generally shorter-term, fixed-commitment contracts. Individual customer orders for the SWU component of LEU fulfilled in the six months ended June 30, 2025 averaged approximately $12.6 million per order. As a result, a relatively small shift in the timing of customer orders for LEU may cause significant variability in our operating results period over period.
Utility customers, in general, have the option to make payment but defer receipt of SWU and uranium products purchased from Centrus beyond the contractual sale period, resulting in the deferral of revenue recognition and related costs. Refer to Note 2, Revenue and Contracts with Customers, of the Consolidated Financial Statements for further details.
Our financial performance over time can be affected significantly by changes in prices for SWU and natural uranium hexafluoride. Market prices for SWU and uranium significantly declined from 2011 until mid-2018, when they began to trend upward. More recently, market uncertainty in the wake of the war in Ukraine has driven SWU and natural uranium hexafluoride prices sharply higher. Since our backlog includes contracts awarded to us in previous years, the average SWU price billed to customers typically lags published price indicators by several years. Revenue in our LEU business varies based upon the timing of customer contracts. The pricing of deliveries varies depending upon the market conditions at the time the contract was signed and may not reflect current market prices.
The Import Ban Act, which bans the importation of LEU from Russia, may severely limit importation through 2027, unless we are successful in securing waivers for 2026 and 2027, and will cut off supply of LEU from Russia after 2027. Notwithstanding our ability to obtain waivers under the Import Ban Act, the Russian Decree, which prohibits the exportation of Russian LEU from Russia unless TENEX secures a permit for each shipment, may severely limit exportation of LEU from Russia through December 31, 2025. This has drawn attention to the potential for significant tightening of supplies in the market. Russian enrichment plants represent 44% of the world’s capacity, and Russian capacity significantly exceeds its domestic needs. According to data from the WNA, the annual enrichment requirements of reactors worldwide outside of Russia vastly exceeds the available supply of non-Russian enrichment, which potentially threatens the viability of some reactors, including those in the United States. While inventories and increased production at non-Russian plants may partially mitigate the shortfall, these options would not fully replace Russian supply. Deployment of new capacity ultimately could replace Russian enrichment, but this capacity will take a number of years and significant funding from private and/or government sources to come online. Centrus is seeking public and private funding to deploy new production capacity at its Piketon, Ohio, plant to help meet the need for new, domestic supplies of enriched uranium.
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The following chart summarizes SWU long-term price and SWU and UF6 spot price indicators, as published by TradeTech, LLC in Nuclear Market Review:
SWU and Uranium Market Price Indicators*
* Source: Nuclear Market Review, a TradeTech publication, www.uranium.info
Our contracts with customers are denominated primarily in U.S. dollars, and, although revenue has not been materially affected by changes in the foreign exchange rate of the U.S. dollar, we may have a competitive price advantage or disadvantage in obtaining new contracts in a competitive bidding process depending upon the weakness or strength of the U.S. dollar. Under a customer contract that commenced deliveries in 2023, payments are denominated in euros, and subject to exchange rate risk. Costs of our primary competitors are denominated in other currencies. Our contracts with suppliers are primarily denominated in U.S. dollars. We have a SWU supply agreement, that commenced in 2023, with prices payable in a combination of U.S. dollars and euros but with a contract-defined exchange rate.
On occasion, we accept payment for SWU in the form of natural uranium hexafluoride. Revenue from the sale of SWU under such contracts is recognized at the time LEU is delivered and is based on the fair value of the natural uranium hexafluoride at contract inception, or as the quantity of natural uranium hexafluoride is finalized, if variable.
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Cost of sales for SWU and uranium is based on the amount of SWU and uranium hexafluoride sold and delivered during the period and unit inventory costs, which are determined using the average cost method. Changes in purchase costs have an effect on inventory costs and cost of sales. Cost of sales includes costs for inventory management at off-site licensed locations, as well as, certain legacy costs related to former employees of the Portsmouth GDP and Paducah GDP.
Technical Solutions
Our Technical Solutions segment reflects our technical, manufacturing, engineering, and operations services offered to public and private sector customers, including the American Centrifuge engineering, procurement, construction, manufacturing, and operations services being performed under the HALEU Operation Contract. Subject to the availability of sufficient funding and off-take commitments, our goal is to expand our uranium enrichment capacity to meet the full range of U.S. government and commercial requirements for enriched uranium. With our government and private sector customers, we seek to leverage our domestic enrichment experience as well as our engineering know-how and precision manufacturing facility to assist customers with a range of engineering, design, and advanced manufacturing projects, including the production of fuel-related components for next-generation nuclear reactors and the development of related facilities. We continue to invest in advanced technology because of the potential for future growth into new areas of business for the Company, while also preserving our unique workforce at our Technology and Manufacturing Center in Oak Ridge, Tennessee, and our production facility near Piketon, Ohio.
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Results of Operations
Segment Information
The following tables present elements of the accompanying Consolidated Statements of Operations and Comprehensive Income that are categorized by segment (dollar amounts in millions):
Three Months Ended June 30, 2025 Compared with Three Months Ended June 30, 2024
| Three Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||
| LEU segment | |||||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||
| SWU revenue | $ | 125.7 | $ | 139.7 | $ | (14.0) | (10) | % | |||||||||||||||
| Uranium revenue | — | 29.9 | (29.9) | (100) | % | ||||||||||||||||||
| Total | 125.7 | 169.6 | (43.9) | (26) | % | ||||||||||||||||||
| Cost of sales | 75.0 | 136.6 | (61.6) | (45) | % | ||||||||||||||||||
| Gross profit | $ | 50.7 | $ | 33.0 | $ | 17.7 | 54 | % | |||||||||||||||
| Technical Solutions segment | |||||||||||||||||||||||
| Revenue | $ | 28.8 | $ | 19.4 | $ | 9.4 | 48 | % | |||||||||||||||
| Cost of sales | 25.6 | 15.9 | 9.7 | 61 | % | ||||||||||||||||||
Gross profit | $ | 3.2 | $ | 3.5 | $ | (0.3) | (9) | % | |||||||||||||||
| Total | |||||||||||||||||||||||
| Revenue | $ | 154.5 | $ | 189.0 | $ | (34.5) | (18) | % | |||||||||||||||
| Cost of sales | 100.6 | 152.5 | (51.9) | (34) | % | ||||||||||||||||||
| Gross profit | $ | 53.9 | $ | 36.5 | $ | 17.4 | 48 | % | |||||||||||||||
Revenue
Revenue from the LEU segment was $125.7 million and $169.6 million for the three months ended June 30, 2025 and 2024, respectively, a decrease of $43.9 million (or 26%). Uranium revenue decreased by $29.9 million as a result of a decrease in the volume of uranium sold. SWU revenue decreased by $14.0 million as a result of a 27% decrease in the volume of SWU sold, partially offset by a 24% increase in the average price of SWU sold.
Revenue from the Technical Solutions segment was $28.8 million and $19.4 million for the three months ended June 30, 2025 and 2024, respectively, an increase of $9.4 million (or 48%). The increase in revenue is primarily attributable to a $9.1 million increase in revenue generated by the HALEU Operation Contract, while the remaining increase is related to other contracts. Revenue from the HALEU Operation Contract is recorded on a cost-plus-incentive-fee basis and includes a target fee for Phase 2 of the contract.
Cost of Sales
Cost of sales for the LEU segment was $75.0 million and $136.6 million for the three months ended June 30, 2025 and 2024, respectively, a decrease of $61.6 million (or 45%). SWU costs decreased as a result of a 27% decrease in the volume of SWU sold and an 8% decrease in the average unit cost of SWU sold. Uranium costs decreased primarily as a result of a decrease in the volume of uranium sold. Cost of sales for both the three months ended June 30, 2025 and 2024, included $1.5 million for the revaluation of inventory loans.
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Cost of sales for the Technical Solutions segment was $25.6 million and $15.9 million for the three months ended June 30, 2025 and 2024, respectively, an increase of $9.7 million (or 61%). The increase is primarily attributable to a $9.7 million increase in costs incurred under the HALEU Operation Contract.
Gross Profit
Gross profit for the LEU segment was $50.7 million and $33.0 million for the three months ended June 30, 2025 and 2024, respectively, an increase of $17.7 million (or 54%). LEU customers generally have multi-year contracts that carry annual purchase commitments, not quarterly commitments. The gross profit in our LEU business varies based upon the timing of those contracts. The pricing applied to deliveries varies depending upon the market conditions at the time the contract was signed. The increase for the three months ended June 30, 2025 was due to the composition of contracts in the current quarter, compared to the prior quarter.
Gross profit for the Technical Solutions segment was $3.2 million and $3.5 million for the three months ended June 30, 2025 and 2024, respectively, a decrease of $0.3 million (or 9%). The decrease was primarily attributable to the factors discussed above. Because of the delay in completing Phase 2 of the HALEU Operation Contract, in November 2024, DOE extended the Phase 2 period of performance to June 30, 2025. Costs incurred subsequent to the extension have not yet been subject to a fee as this portion of Phase 2 remains undefinitized and is subject to negotiation.
Six Months Ended June 30, 2025 Compared with Six Months Ended June 30, 2024
| Six Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||
| LEU segment | |||||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||
| SWU revenue | $ | 177.0 | $ | 163.3 | $ | 13.7 | 8 | % | |||||||||||||||
| Uranium revenue | — | 29.9 | (29.9) | (100) | % | ||||||||||||||||||
| Total | 177.0 | 193.2 | (16.2) | (8) | % | ||||||||||||||||||
| Cost of sales | 95.1 | 159.7 | (64.6) | (40) | % | ||||||||||||||||||
| Gross profit | $ | 81.9 | $ | 33.5 | $ | 48.4 | 144 | % | |||||||||||||||
| Technical Solutions segment | |||||||||||||||||||||||
| Revenue | $ | 50.6 | $ | 39.5 | $ | 11.1 | 28 | % | |||||||||||||||
| Cost of sales | 45.7 | 32.2 | 13.5 | 42 | % | ||||||||||||||||||
| Gross profit | $ | 4.9 | $ | 7.3 | $ | (2.4) | (33) | % | |||||||||||||||
| Total | |||||||||||||||||||||||
| Revenue | $ | 227.6 | $ | 232.7 | $ | (5.1) | (2) | % | |||||||||||||||
| Cost of sales | 140.8 | 191.9 | (51.1) | (27) | % | ||||||||||||||||||
| Gross profit | $ | 86.8 | $ | 40.8 | $ | 46.0 | 113 | % | |||||||||||||||
Revenue
Revenue from the LEU segment was $177.0 million and $193.2 million for the six months ended June 30, 2025 and 2024, respectively, a decrease of $16.2 million (or 8%). Uranium revenue decreased by $29.9 million as a result of a decrease in the volume of uranium sold. SWU revenue increased by $13.7 million as a result of a 24% increase in the average price of SWU sold, partially offset by a 12% decrease in the volume of SWU sold.
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Revenue from the Technical Solutions segment was $50.6 million and $39.5 million for the six months ended June 30, 2025 and 2024, respectively, an increase of $11.1 million (or 28%). The increase in revenue is primarily attributable to a $11.0 million increase in revenue generated by the HALEU Operation Contract, while the remaining increase is related to other contracts. Revenue from the HALEU Operation Contract is recorded on a cost-plus-incentive-fee basis and includes a target fee for Phase 2 of the contract.
Cost of Sales
Cost of sales for the LEU segment was $95.1 million and $159.7 million for the six months ended June 30, 2025 and 2024, respectively, a decrease of $64.6 million (or 40%). SWU costs decreased as a result of a 22% decrease in the average unit cost of SWU sold and a 12% decrease in the volume of SWU sold. Uranium costs decreased primarily as a result of a decrease in the volume of uranium sold. Cost of sales for the six months ended June 30, 2025 and 2024, included $3.6 million and $1.8 million, respectively, for the revaluation of inventory loans.
Cost of sales for the Technical Solutions segment was $45.7 million and $32.2 million for the six months ended June 30, 2025 and 2024, respectively, an increase of $13.5 million (or 42%). The increase is primarily attributable to a $13.8 million increase in costs incurred under the HALEU Operation Contract, partially offset by a decrease in costs related to other contracts.
Gross Profit
Gross profit for the LEU segment was $81.9 million and $33.5 million for the six months ended June 30, 2025 and 2024, respectively, an increase of $48.4 million (or 144%). LEU customers generally have multi-year contracts that carry annual purchase commitments, not quarterly commitments. The gross profit in our LEU business varies based upon the timing of those contracts. The pricing applied to deliveries varies depending upon the market conditions at the time the contract was signed. The increase for the six months ended June 30, 2025 was due to the composition of contracts in the period.
Gross profit for the Technical Solutions segment was $4.9 million and $7.3 million for the six months ended June 30, 2025 and 2024, respectively, a decrease of $2.4 million (or 33%). The decrease was primarily attributable to the factors discussed above. Because of the delay in completing Phase 2 of the HALEU Operation Contract, in November 2024, DOE extended Phase 2 to June 30, 2025. Costs incurred subsequent to the extension have not yet been subject to a fee as this portion of Phase 2 remains undefinitized and is subject to negotiation.
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Non-Segment Information
The following tables present elements of the accompanying Consolidated Statements of Operations and Comprehensive Income that are not categorized by segment (dollar amounts in millions):
Three Months Ended June 30, 2025 Compared with Three Months Ended June 30, 2024
| Three Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||
| Gross profit | $ | 53.9 | $ | 36.5 | $ | 17.4 | 48 | % | |||||||||||||||
| Advanced technology costs | 3.3 | 4.1 | (0.8) | (20) | % | ||||||||||||||||||
| Selling, general and administrative | 9.2 | 7.1 | 2.1 | 30 | % | ||||||||||||||||||
Stock compensation | 4.2 | 0.5 | 3.7 | 740 | % | ||||||||||||||||||
| Amortization of intangible assets | 3.7 | 3.7 | — | — | % | ||||||||||||||||||
Operating loss | 33.5 | 21.1 | 12.4 | 59 | % | ||||||||||||||||||
Nonoperating components of net periodic benefit loss (income) | 1.0 | (16.3) | 17.3 | 106 | % | ||||||||||||||||||
| Interest expense | 3.1 | 0.3 | 2.8 | 933 | % | ||||||||||||||||||
| Investment income | (8.0) | (2.4) | (5.6) | (233) | % | ||||||||||||||||||
| Income before income taxes | 37.4 | 39.5 | (2.1) | (5) | % | ||||||||||||||||||
Income tax benefit | 8.5 | 8.9 | (0.4) | (4) | % | ||||||||||||||||||
| Net income and comprehensive income | $ | 28.9 | $ | 30.6 | $ | (1.7) | (6) | % | |||||||||||||||
Selling, General and Administrative
Selling, general and administrative costs were $9.2 million and $7.1 million for the six months ended June 30, 2025 and 2024, respectively, an increase of $2.1 million (or 30%). This increase was due primarily to an increase in marketing costs.
Stock Compensation
Stock compensation expense was $4.2 million and $0.5 million for the six months ended June 30, 2025 and 2024, respectively, an increase of $3.7 million (or 740%). This increase was primarily as a result of a non-cash charge of $3.6 million due to the reclassification of certain Board restricted stock unit grants from equity to liability.
Nonoperating Components of Net Periodic Benefit Loss (Income)
Nonoperating components of net periodic benefit loss (income) netted to a loss of $1.0 million and income of $16.3 million for the three months ended June 30, 2025 and 2024, respectively, a change of $17.3 million (or 106%). The change is primarily due to the $16.6 million remeasurement gain driven by the partial annuitization of two pension plans in May 2024. The remaining change is primarily related to the expected return on plan assets, partially offset by interest cost as the discounted present value of benefit obligations nears payment, as described in Note 8, Pension and Postretirement Health and Life Benefits of the Consolidated Financial Statements.
Interest Expense
Interest expense was $3.1 million and $0.3 million for the three months ended June 30, 2025 and 2024, respectively, an increase of $2.8 million (or 933%). This increase was due primarily to interest incurred on the 2.25% Convertible Notes issued in November 2024.
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Investment Income
Investment income was $8.0 million and $2.4 million for the three months ended June 30, 2025 and 2024, respectively, an increase of $5.6 million (or 233%). The Company’s investment income represents interest earned on operating cash, which is primarily held in money market accounts. The increase was due primarily to a higher cash balance driven by the proceeds from the issuance of the 2.25% Convertible Notes issued in November 2024.
Net Income and Comprehensive Income
Net income was $28.9 million and $30.6 million for the three months ended June 30, 2025 and 2024, respectively, a decrease of $1.7 million (or 6%). The decrease was primarily attributable to an increase in net nonoperating expenses of $14.5 million, driven by a change of $17.3 million in nonoperating components of net periodic benefit expense and an increase of $3.7 million in stock compensation. This was partially offset by an increase of $17.4 million in gross profit, as discussed above.
Six Months Ended June 30, 2025 Compared with Six Months Ended June 30, 2024
| Six Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||
| Gross profit | $ | 86.8 | $ | 40.8 | $ | 46.0 | 113 | % | |||||||||||||||
| Advanced technology costs | 6.3 | 9.8 | (3.5) | (36) | % | ||||||||||||||||||
| Selling, general and administrative | 17.0 | 15.0 | 2.0 | 13 | % | ||||||||||||||||||
Stock compensation | 4.7 | 0.7 | 4.0 | 571 | % | ||||||||||||||||||
| Amortization of intangible assets | 4.8 | 4.8 | — | — | % | ||||||||||||||||||
| Operating income | 54.0 | 10.5 | 43.5 | 414 | % | ||||||||||||||||||
Nonoperating components of net periodic benefit loss (income) | 1.9 | (16.2) | 18.1 | 112 | % | ||||||||||||||||||
| Interest expense | 6.5 | 0.7 | 5.8 | 829 | % | ||||||||||||||||||
| Investment income | (15.3) | (5.2) | (10.1) | (194) | % | ||||||||||||||||||
Extinguishment of long-term debt | (11.8) | — | (11.8) | n/a | |||||||||||||||||||
| Other expense, net | 0.1 | 0.1 | — | — | % | ||||||||||||||||||
Income before income taxes | 72.6 | 31.1 | 41.5 | 133 | % | ||||||||||||||||||
| Income tax expense | 16.5 | 6.6 | 9.9 | 150 | % | ||||||||||||||||||
Net income and comprehensive income | $ | 56.1 | $ | 24.5 | $ | 31.6 | 129 | % | |||||||||||||||
Advanced Technology Costs
Advanced technology costs were $6.3 million and $9.8 million for the six months ended June 30, 2025 and 2024, respectively, a decrease of $3.5 million (or 36%). Advanced technology costs consist of American Centrifuge work and related expenses that are outside of our customer contracts in the Technical Solutions segment, including bid and proposal activities and work to improve our centrifuge manufacturing capability.
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Selling, General and Administrative
Selling, general and administrative costs were $17.0 million and $15.0 million for the six months ended June 30, 2025 and 2024, respectively, an increase of $2.0 million (or 13%). This increase was due primarily to an increase in marketing costs.
Stock Compensation
Stock compensation expense was $4.7 million and $0.7 million for the six months ended June 30, 2025 and 2024, respectively, an increase of $4.0 million (or 571%). This increase was primarily as a result of a non-cash charge of $3.6 million due to the reclassification of certain Board restricted stock unit grants from equity to liability.
Nonoperating Components of Net Periodic Benefit Loss (Income)
Nonoperating components of net periodic benefit loss (income) netted to a loss of $1.9 million and income of $16.2 million for the six months ended June 30, 2025 and 2024, respectively, a change of $18.1 million (or 112%). The change is primarily due to the $16.6 million remeasurement gain driven by the partial annuitization of two pension plans in May 2024. The remaining change is primarily related to the expected return on plan assets, partially offset by interest cost as the discounted present value of benefit obligations nears payment, as described in Note 8, Pension and Postretirement Health and Life Benefits of the Consolidated Financial Statements.
Interest Expense
Interest expense was $6.5 million and $0.7 million for the three months ended June 30, 2025 and 2024, respectively, an increase of $5.8 million (or 829%). This increase was due primarily to interest incurred on the 2.25% Convertible Notes issued in November 2024.
Investment Income
Investment income was $15.3 million and $5.2 million for the three months ended June 30, 2025 and 2024, respectively, an increase of $10.1 million (or 194%). The Company’s investment income represents interest earned on operating cash, which is primarily held in money market accounts. The increase was due primarily to a higher cash balance driven by the proceeds from the issuance of the 2.25% Convertible Notes issued in November 2024.
Extinguishment of Long-Term Debt
Pursuant to the a redemption notice, on March 26, 2025, the Company redeemed all 8.25% Notes at a redemption price equal to 100% of the principal amount, together with any accrued and unpaid interest. The Company recorded a gain of $11.8 million related to the extinguishment of the 8.25% Notes in the six months ended June 30, 2025.
Income Tax Expense
Income tax expense was $16.5 million and $6.6 million in the six months ended June 30, 2025 and 2024, respectively, an increase of $9.9 million (or 150%). Income tax expense for both periods resulted from applying the annual effective tax rate to the quarterly income from continuing operations adjusted for discrete items. For more information about the valuation allowance, see Note 14, Income Taxes, in our Consolidated Financial Statements on Form 10-K for the year ended December 31, 2024.
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Net Income and Comprehensive Income
Net income was $56.1 million and $24.5 million in the six months ended June 30, 2025 and 2024, respectively, an increase of $31.6 million (or 129%). The increase was primarily attributable to an increase of $46.0 million in gross profit, as discussed above, a gain of $11.8 million on the extinguishment of long-term debt, and an increase of $10.1 million in investment income. This was partially offset by an increase of $18.1 million in nonoperating components of net periodic benefit expense, an increase of $9.9 million in income tax expense, and an increase of $5.8 million in interest expense.
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Liquidity and Capital Resources
As of June 30, 2025, the Company had a consolidated cash and cash equivalents balance of $833.0 million. In addition, the Company had $11.2 million of restricted cash related to one of three initial inventory loans, which required a cash deposit into an escrow fund. In May 2025, $18.6 million of the restricted cash was released from escrow, following the repayment of two of the three inventory loans in March 2025. In July 2025, the remaining $11.2 million of the restricted cash was released from escrow, following the repayment of the last of the three inventory loans in June 2025. See Note 3, Cash, Cash Equivalents, and Restricted Cash of the Consolidated Financial Statements. The Company anticipates having adequate liquidity to support our business operations for at least the next 12 months from the date of this Quarterly Report on Form 10-Q. Our view of liquidity is dependent on, among other things, conditions affecting our operations, including market, international trade restrictions, sanctions and other conditions, the impact of the May 2024 enactment of the Import Ban Act and our ability to obtain additional waivers thereunder, the impact of the November 2024 Russian Decree and the ability of TENEX to secure export licenses thereunder, the level of expenditures and government funding for our services contracts, and the timing of customer payments. Liquidity requirements for our existing operations are affected primarily by the timing and amount of customer sales and our inventory purchases.
Cash resources and net sales proceeds from our LEU segment fund technology costs that are outside of our customer contracts in the Technical Solutions segment and general corporate expenses, including cash interest payments on our debt. We believe our investment in advanced U.S. uranium enrichment technology will position the Company to meet the needs of our customers as they deploy advanced reactors and require next generation fuels.
On November 10, 2022, the Company was awarded the HALEU Operation Contract. The HALEU Operation Contract provides for a 50/50 cost-share contract for Phase 1 of the base contract to complete the cascade, begin operations and produce the initial, small quantity demonstration HALEU. Phase 2 includes continued operations and maintenance on a cost-plus-incentive-fee basis. Finally, the HALEU Operation Contract includes options for the government to unilaterally extend performance for up to an additional nine years comprised of three options of three years each, also on a cost-plus-incentive-fee basis. The Company also is performing additional work on infrastructure and facility repairs and costs associated with 5B Cylinder refurbishment under either the DOE Contracting Officer’s approval or contract modifications. On November 5, 2024, the HALEU Operation Contract Phase 2 period of performance was extended to June 30, 2025. DOE has increased the Phase 2 contract value and related funding to approximately $169.1 million. On June 17, 2025, the DOE exercised Option 1a of Phase 3 of the HALEU Operation Contract and extended the period of performance to June 30, 2026. The Company’s goal is to modularly scale up the facility as demand for HALEU grows in the commercial and government sectors, subject to the availability of funding and/or contracts to purchase the output of the plant.
Although the Company believes demand for HALEU will emerge over the next several years, there are no guarantees about whether or when government or commercial demand for HALEU will materialize, and there are a number of technical, regulatory, and economic hurdles that must be overcome for these fuels and the reactors that will use these fuels to come to market. For further discussion, refer to Part I, Item 1A, Risk Factors, in our Annual Report on Form 10-K for the year ended December 31, 2024.
If funding by the U.S. government of gas centrifuge technology is reduced or discontinued, or we are not awarded a future DOE contract to continue to operate the cascade or expand it, such actions may have a material adverse impact on our ability to deploy the American Centrifuge technology and on our liquidity. If funding under U.S. federal government programs or contracts and subcontracts, including under the HALEU Operation Contract, HALEU Deconversion Contract, HALEU Production Contract or LEU Production Contract, is delayed, reduced or terminated, as a result of the changes in the prevailing policies and budgetary priorities of the incumbent administration or otherwise, it could have a material adverse impact on our operations, including our ability to deploy the American Centrifuge technology.
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Further, any sanctions or other restrictions, including the Import Ban Act banning LEU imports from Russia and the Russian Decree prohibiting LEU exports out of Russia in the absence of a license, represent a significant risk to our business as we rely on the TENEX Supply Contract as a significant supply source to meet our delivery obligations. Such restrictions on LEU imports to the U.S. or exports from Russia could have a material impact on our operations and liquidity. For further discussion, please see Part I, Item 1A, Risk Factors.
Pursuant to a redemption notice, on March 26, 2025, the Company redeemed all 8.25% Notes at a redemption price equal to 100% of the principal amount together with any accrued and unpaid interest. As of June 30, 2025, none of the 8.25% Notes remained outstanding.
Capital expenditures of approximately $44.7 million are anticipated over the next 12 months.
Expansion of Manufacturing Capacity in Oak Ridge
On November 20, 2024, the Company announced the resumption of centrifuge manufacturing activities and expanding its manufacturing capacity at our facility in Oak Ridge, Tennessee. At the same time, the Company announced the investment of approximately $60.0 million over an 18 month period to lay the groundwork to support a potential large-scale expansion of uranium enrichment in Piketon, Ohio.
Clean Energy Credit
The Qualifying Advanced Energy Project Credit (“§48C”) was established by the American Recovery and Reinvestment Act of 2009 and renewed and expanded under the IRA. The §48C program aims to strengthen U.S. industrial competitiveness and clean energy supply chains. As the nation builds a net-zero economy, the §48C tax credit program aims to play a critical role to create high-quality jobs, reduce industrial emissions, and increase domestic production of critical clean energy products and materials. The IRA provided $10.0 billion in new funding under §48C(e), with at least $4.0 billion reserved for projects in certain energy communities with closed coal mines or retired coal-fired power plants, to allocate credits to projects in three categories: (1) Clean energy manufacturing and recycling, (2) industrial decarbonization, and (3) critical materials refining, processing, and recycling.
On October 18, 2024, the Company submitted an application for a clean energy manufacturing and recycling project associated with re-equipping our manufacturing property at our manufacturing facility in Oak Ridge. This would recreate a viable enrichment supply chain and allow ACO to manufacture centrifuge parts to be used in centrifuge machines to enrich uranium. Our application requested an allocation of $62.4 million based on a qualified investment in eligible property of $208.0 million made by Centrus. On January 10, 2025, the Company was informed that the IRS granted our request for a $62.4 million credit allocation for this facility. Centrus now has two years from that date to provide evidence that the requirements of the credit have been met thus certifying our credit allocation. Upon certification of our credit allocation, the Company then has two years from that date to notify the DOE that the qualified investment in eligible property is placed in service to receive the credit allocation.
Section 6418 was added to the Internal Revenue Code as part of the IRA and allows certain eligible taxpayers to elect to transfer certain clean energy tax credits to unrelated taxpayers for cash rather than use the credits to offset their U.S. federal income tax liability. The Company expects that we will be able to monetize all credit allocations received from §48C by transferring them to unrelated taxpayers for cash. It is unclear how the January 20, 2025 Executive Order 14154 will impact the IRS determination regarding our application request.
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Defined Benefit Pension Plans
On May 28, 2024, the Company entered into an agreement with an insurer for two of its defined benefit plans to purchase a group annuity contract and transferred approximately $234.0 million of its pension plan obligations to the insurer. The purchase of the group annuity contract was funded directly by the assets of the pension plan of approximately $224.0 million. The purchase resulted in a transfer of future benefit obligations and administrative responsibilities for more than 1,000 beneficiaries effective September 1, 2024.
During the third quarter of 2024, the Company transferred $15.4 million of pension plan assets and the related obligations under two participating group annuity contracts to two non-participating group additional agreements for two of its defined benefit plans. The purchase resulted in a transfer of future benefit obligations and administrative responsibilities for more than 400 beneficiaries effective October 1, 2024.
Effective December 31, 2024, the Company merged its two qualified defined benefit pension plans in order to achieve financial and administrative efficiencies. Actuarial gains and losses of the merged plan will be amortized over the average remaining life expectancy of participants. The merger is not expected to result in any benefit reduction to participants in either plan.
Potential Transactions
We are also actively considering and expect to consider potential strategic transactions from time to time, which at any given time may be in various stages of discussion, diligence, or negotiation. These could involve, without limitation, acquisitions and/or dispositions of businesses or assets, joint ventures or investments in businesses, products or technologies, or changes to our capital structure. In connection with any such transaction, we would seek to satisfy these needs through a combination of working capital, cash generated from operations, or additional debt or equity financing.
Cash Flow
The change in cash, cash equivalents and restricted cash from our Consolidated Statements of Cash Flows are as follows on a summarized basis (in millions):
| Six Months Ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cash provided by operating activities | $ | 89.3 | $ | 12.3 | |||||||
| Cash used in investing activities | (5.7) | (2.4) | |||||||||
| Cash provided by financing activities | 59.6 | 16.0 | |||||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | (0.2) | (0.1) | |||||||||
| Increase in cash, cash equivalents and restricted cash | $ | 143.0 | $ | 25.8 | |||||||
Operating Activities
For the six months ended June 30, 2025, net cash provided by operating activities was $89.3 million. The net increase was primarily due to approximately $214.0 million in cash collected from customers and investment income. These cash inflows were partially offset by approximately $125.0 million of disbursements for operations, of which approximately $85.0 million relates to both payments for LEU inventory deliveries and cash outflows for the Technical Solutions segment, with the remaining disbursements being for corporate administration, benefits claims, and advanced technology costs.
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For the six months ended June 30, 2024, net cash provided by operating activities was $12.3 million. The net increase was primarily due to approximately $199.0 million in cash collected from customers, investment income, and reimbursements for postretirement health and life benefits paid by the Company. These cash inflows were partially offset by approximately $187.0 million of disbursements for operations, of which approximately $143.0 million relates to payments for LEU inventory deliveries and cash outflows for the Technical Solutions segment, with the remaining disbursements being for corporate administration, benefits claims, and advanced technology costs.
Investing Activities
Capital expenditures were $5.7 million and $2.4 million for the six months ended June 30, 2025 and 2024, respectively.
Financing Activities
For the six months ended June 30, 2025 and 2024, cash of $139.9 million and $19.0 million, respectively, was provided from the net proceeds related to the issuance of 1,415,924 and 451,830 shares, respectively, of Class A Common Stock under ATM offerings.
Pursuant to the Redemption Notice, on March 26, 2025, the Company redeemed all 8.25% Notes at a redemption price equal to 100% of the principal amount of $74.3 million, together with any accrued and unpaid interest. For the six months ended June 30, 2025 and 2024, payments of $3.5 million and $3.1 million, respectively, of interest classified as debt are classified as a financing activity. Refer to Note 6, Debt, of the Consolidated Financial Statements regarding the accounting for the 8.25% Notes.
Working Capital
The following table summarizes the Company’s working capital (in millions):
| June 30, 2025 | December 31, 2024 | ||||||||||
| Cash and cash equivalents | $ | 833.0 | $ | 671.4 | |||||||
| Accounts receivable | 31.3 | 80.0 | |||||||||
| Inventories, net | 193.1 | 145.4 | |||||||||
| Current debt | — | (6.1) | |||||||||
| Deferred revenue and advances from customers, net of deferred costs | (107.1) | (152.5) | |||||||||
| Other current assets and liabilities, net | (181.9) | (69.8) | |||||||||
| Working capital | $ | 768.4 | $ | 668.4 | |||||||
We are managing our working capital to seek to improve the long-term value of our LEU and Technical Solutions businesses because we believe these uses of working capital are in the best interest of all stakeholders. We expect that any other uses of working capital will be undertaken in light of these strategic priorities and will be based on the Company’s determination as to the relative strength of its operating performance and prospects, financial position, and expected liquidity requirements. In addition, we expect that any such other uses of working capital will be subject to compliance with contractual restrictions to which the Company and its subsidiaries are subject. We continually evaluate alternatives to manage our capital structure and may opportunistically repurchase, exchange, or redeem Company securities from time to time.
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2.25% Convertible Notes
On November 7, 2024, the Company issued, in a Rule 144A offering, 2.25% Convertible Notes with an aggregate principal amount of $402.5 million, due November 1, 2030, unless earlier repurchased, redeemed or converted. The proceeds from the 2.25% Convertible Notes will be used for general working capital and corporate purposes, which may include investment in technology development or deployment, repayment or repurchase of outstanding debt, capital expenditures, potential acquisitions and other business opportunities and purposes. There are no required principal payments prior to the maturity of the 2.25% Convertible Notes. The 2.25% Convertible Notes bear interest at an annual rate of 2.25%, payable semi-annually in arrears on May 1 and November 1 of each year, beginning on May 1, 2025. The Company incurred approximately $13.8 million in issuance costs for the issuance of the 2.25% Convertible Notes. Additional terms and conditions of the 2.25% Convertible Notes are described in Note 6, Debt, of the Consolidated Financial Statements.
On June 30, 2025, the Company provided notice to the noteholders that the notes became convertible at the option of the holders beginning on July 1, 2025, and ending at the close of business on September 30, 2025. The notes are convertible at a conversion rate of 10.2564 shares of Class A Common Stock per $1,000 principal amount of notes, which is equivalent to a conversion price of approximately $97.50 per share of Class A Common Stock. The 2.25% Convertible Notes became convertible because the last reported sale price of shares of the Class A Common Stock, for at least 20 trading days during the period of 30 consecutive trading days ending on, and including, the last trading day of the calendar quarter ended June 30, 2025, was greater than 130% of the conversion price in effect on each applicable trading day.
8.25% Notes
Pursuant to a notice of redemption issued on February 24, 2025, on March 26, 2025, the Company redeemed all 8.25% Notes at a redemption price equal to 100% of the $74.3 million aggregate principal amount, together with any accrued and unpaid interest. The Company recorded a gain of $11.8 million to Extinguishment of Long-Term Debt in the Consolidated Statements of Operations. As of June 30, 2025, none of the 8.25% Notes remained outstanding.
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2023 Shelf Registration
The Company filed a shelf registration statement on Form S-3 (File No. 333-272984) with the SEC on June 28, 2023, which became effective on July 10, 2023. Pursuant to this shelf registration statement, the Company may offer and sell up to $200.0 million in securities, in aggregate. The Company retains broad discretion over the use of the net proceeds from the sale of the securities offered.
Common Stock Issuance
On February 9, 2024, the Company entered into an At Market Issuance Sales Agreement with B. Riley Securities, Inc., Lake Street Capital Markets, LLC and Roth Capital Partners, LLC (collectively, the “Agents”), relating to the ATM offering of shares of the Company’s Class A Common Stock. Pursuant to this sales agreement, the Company sold an aggregate of 1,157,727 and 1,415,924 shares of its Class A Common Stock at the market price in the three and six months ended June 30, 2025, respectively, for a total of $117.1 million and $143.2 million, respectively. After expenses and commissions paid to the Agents, the Company’s proceeds totaled $114.7 million and $140.1 million in the three and six months ended June 30, 2025, respectively. Additionally, the Company recorded direct costs of $0.5 million and $0.6 million in the three and six months ended June 30, 2025, respectively, related to the issuance. The shares of Class A Common Stock were issued pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-272984), which became effective on July 10, 2023, and two prospectus supplements dated February 9, 2024 and May 9, 2025, respectively. As of June 30, 2025, the ATM offering was completed.
Pursuant to this sales agreement, the Company sold an aggregate of 275,202 and 451,830 shares of its Class A Common Stock at the market price in the three and six months ended June 30, 2024, respectively, for a total of $12.5 million and $19.9 million, respectively. After expenses and commissions paid to the Agents, the Company’s proceeds totaled $12.2 million and $19.3 million in the three and six months ended June 30, 2024, respectively. Additionally, the Company recorded direct costs of less than $0.1 million in both the three and six months ended June 30, 2024, respectively, related to the issuance. The shares of Class A Common Stock were issued pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-272984), which became effective on July 10, 2023, and a prospectus supplement dated February 9, 2024.
Unless otherwise specified in any prospectus supplement, the Company has used and/or intends to use the net proceeds from the sale of its securities offered under these prospectuses for working capital and general corporate purposes including, but not limited to, capital expenditures, investment in technology development and deployment, repayment of indebtedness, potential acquisitions and other business opportunities. Pending any specific application, the Company may initially invest funds in short-term marketable securities or apply them to the reduction of indebtedness.
Rights Agreement
On May 28, 2024, the Company entered into a Sixth Amendment to the Section 382 Rights Agreement, which amends the Rights Agreement, dated as of April 6, 2016 , by and among the Company, and Computershare Trust Company, N.A. and Computershare Inc., as rights agent, as previously amended by (i) the First Amendment to the Rights Agreement dated as of February 14, 2017, (ii) the Second Amendment to the Rights Agreement dated as of April 3, 2019, (iii) the Third Amendment to the Rights Agreement dated as of April 13, 2020, (iv) the Fourth Amendment to the Rights Agreement dated as of June 16, 2021, and (v) the Fifth Amendment to the Rights Agreement dated as of June 20, 2023.
The Fifth Amendment to the Rights Agreement (i) increased the purchase price for each one one-thousandth (1/1000th) of a share of the Company’s Series A Participating Cumulative Preferred Stock, par value $1.00 per share, from $18.00 to $160.38; and (ii) extended the Final Expiration Date (as defined in the Rights Agreement) from June 30, 2023 to June 30, 2026.
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The Fifth Amendment was not adopted as a result of, or in response to, any effort to acquire control of the Company. The Fifth Amendment was adopted in order to preserve for the Company’s stockholders the long-term value of the Company’s NOL carryforwards for United States federal income tax purposes and other tax benefits.
The Sixth Amendment was approved by the Board on May 28, 2024 and made clarifying changes relating to the definition of “Beneficial Owner”, “beneficially owned” and “Beneficial Ownership” contained in the Rights Agreement.
Contractual Commitments
There have been no material changes to our contractual commitments from those discussed in our Annual Report on Form 10-K for the year ended December 31, 2024.
DOE Technology License
We have a non-exclusive license in DOE inventions that pertain to enriching uranium using gas centrifuge technology. The license agreement with DOE provides for annual royalty payments based on a varying percentage (1% up to 2%) of our annual revenues from sales of the SWU component of LEU produced by us using DOE centrifuge technology. There is a minimum annual royalty payment of $100,000 and the maximum cumulative royalty over the life of the license is $100.0 million. There is currently no commercial enrichment facility producing LEU using DOE centrifuge technology. We are continuing to advance our U.S. centrifuge technology that has evolved from DOE inventions at specialized facilities in Oak Ridge, Tennessee with a view to deploying a commercial enrichment facility over the long term.
Off-Balance Sheet Arrangements
Other than our SWU purchase commitments and the license agreement with DOE relating to the American Centrifuge technology, there were no material off-balance sheet arrangements at June 30, 2025.
Critical Accounting Policies and Estimates
There have been no significant changes to the critical accounting estimates disclosed in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in our Annual Report on Form 10-K for the year ended December 31, 2024.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes to our market risks from those discussed in our Annual Report on Form 10-K for the year ended December 31, 2024.
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Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Centrus maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed by Centrus in reports it files or submits under the Exchange Act is recorded, processed, summarized and reported in the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate to allow for timely decisions regarding required disclosures.
As of June 30, 2025, the end of the period covered by this Quarterly Report on Form 10-Q, our management performed an evaluation, under the supervision and with the participation of the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Based on this evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended June 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II
Item 1. Legal Proceedings
Refer to Note 11, Commitments and Contingencies — Legal Matters, of our Consolidated Financial Statements in Part I of this Quarterly Report on Form 10-Q.
Item 1A. Risk Factors
There have been no material changes to the Risk Factors described in Part I, Item 1A, Risk Factors, in our Annual Report on Form 10-K for the year ended December 31, 2024.
Item 5. Other Information
None of our directors or executive officers adopted terminated
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Item 6. Exhibits
| Exhibit No. | Description | ||||
10.1 | |||||
10.2 | |||||
10.3 | |||||
10.4 | |||||
10.5 | |||||
10.6 | |||||
10.7 | |||||
| 31.1 | |||||
| 31.2 | |||||
| 32.1 | |||||
| 101 | Unaudited Consolidated Financial Statements from the Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, filed in interactive data file (formatted as Inline XBRL). | ||||
104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | ||||
(a)Filed herewith.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Centrus Energy Corp. | |||||
| August 6, 2025 | /s/ Kevin J. Harrill | ||||
| Kevin J. Harrill | |||||
| Senior Vice President, Chief Financial Officer, and Treasurer | |||||
| (Duly Authorized Officer and Principal Financial Officer) | |||||
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___________ (x) x 89243223CNE000030 copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted ; or (c) By separate letter or electronic communication which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted , such change may be made by letter or electronic communication, provided each letter or electronic communication makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. L8VHV5CNBV97 AMERICAN CENTRIFUGE OPERATING, LLC 00701 Idaho Falls ID 83415 1955 Fremont Avenue Idaho Operations Office U.S. Department of Energy 892432 Idaho Falls ID 83415 1955 Fremont Avenue Idaho Operations Office U.S. Department of Energy 25NE000205See Block 16CP00020 21 13. THIS ITEM ONLY APPLIES TO MODIFICATION OF CONTRACTS/ORDERS. IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. 12. ACCOUNTING AND APPROPRIATION DATA (If required) is not extended.is extended, Items 8 and 15, and returning Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended , by one of the following methods: (a) By completing The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS FACILITY CODE CODE 10B. DATED (SEE ITEM 13) 10A. MODIFICATION OF CONTRACT/ORDER NO. 9B. DATED (SEE ITEM 11) 9A. AMENDMENT OF SOLICITATION NO. CODE 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code) 7. ADMINISTERED BY (If other than Item 6)CODE 6. ISSUED BY PAGE OF PAGES 4. REQUISITION/PURCHASE REQ. NO.3. EFFECTIVE DATE2. AMENDMENT/MODIFICATION NO. 5. PROJECT NO. (If applicable) 1. CONTRACT ID CODE AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 11/30/2022 Attn: Charles Kerner 6901 Rockledge Dr Ste 800 Bethesda MD 208171867 Net Increase: $8,530,292.00 CHECK ONE A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: D. OTHER (Specify type of modification and authority) appropriation data, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). E. IMPORTANT: Contractor is not is required to sign this document and return __________________ copies to the issuing office. ORDER NO. IN ITEM 10A. FAR 52.232-22 Limitation of Funds; 52.216-25, and 52.216-24: Limitation of Govnt x 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) X UEI: L8VHV5CNBV97 The purpose of this amendment to the Contract is to: 1. Extend the definitization deadline detailed in Modification 019 of this contract from May 31, 2025, to June 30, 2025. 2. Authorize continued performance of Phase 2 activities through June 30, 2025, and authorize limited funding in the amount of $8,530,292 based on ACO’s best available cost estimate. 3. Provide Incremental Funding under CLIN 0002 in the amount of $8,530,292.00, changing the total obligations for CLIN 0002 from $152,322,536.00 to $160,852,828.00. 4. Increase the total ceiling cost of CLIN 0002 from $152,322,536.00 to $160,852,828.00. Continued ... 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)15A. NAME AND TITLE OF SIGNER (Type or print) 15C. DATE SIGNED 16B. UNITED STATES OF AMERICA 15B. CONTRACTOR/OFFEROR 16C. DATE SIGNED (Signature of person authorized to sign) (Signature of Contracting Officer) Andrew J. Ford STANDARD FORM 30 (REV. 11/2016) Prescribed by GSA FAR (48 CFR) 53.243 Previous edition unusable Except as provided herein, all terms and conditions of the document referenced in Item 9 A or 10A, as heretofore changed, remains unchanged and in full force and effect . 06/03/2025
ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT NAME OF OFFEROR OR CONTRACTOR 2 2 CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE OF AMERICAN CENTRIFUGE OPERATING, LLC (A) (B) (C) (D) (E) (F) 89243223CNE000030/P00020 5. Per Executive order, contract clause DOE-H-2089 Compliance with Federal Anti-Discrimination Laws (APR 2025) is added to the contract on page 84. All other terms and conditions remain the same. Payment: VIPERS https://vipers.doe.gov Any questions, please contact by call/email 888-251-3557 or payments@hq.doe.gov Period of Performance: 12/01/2022 to 06/30/2025 Change Item 00002 to read as follows(amount shown is the total amount): 00002 Ongoing Cascade Operation and Production of 900 160,852,828.00 kg minimum of HALEU, Year 1 (Phase 2) Line item value is: $160,852,828.00 Incrementally Funded Amount: $160,852,828.00 Change Item 00003 to read as follows(amount shown is the total amount): 00003 Ongoing Cascade Operation and Production of 900kg 294,620,185.00 minimum of HALEU per year: Option Period 1: Years 2-4 (Phase 3) Amount: $294,620,185.00(Option Line Item) NSN 7540-01-152-8067 OPTIONAL FORM 336 (4-86) Sponsored by GSA FAR (48 CFR) 53.110
___________ (x) x 89243223CNE000030 copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted ; or (c) By separate letter or electronic communication which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted , such change may be made by letter or electronic communication, provided each letter or electronic communication makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. L8VHV5CNBV97 AMERICAN CENTRIFUGE OPERATING, LLC 00701 Idaho Falls ID 83415 1955 Fremont Avenue Idaho Operations Office U.S. Department of Energy 892432 Idaho Falls ID 83415 1955 Fremont Avenue Idaho Operations Office U.S. Department of Energy 25NE000197See Block 16CP00021 21 13. THIS ITEM ONLY APPLIES TO MODIFICATION OF CONTRACTS/ORDERS. IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. 12. ACCOUNTING AND APPROPRIATION DATA (If required) is not extended.is extended, Items 8 and 15, and returning Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended , by one of the following methods: (a) By completing The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS FACILITY CODE CODE 10B. DATED (SEE ITEM 13) 10A. MODIFICATION OF CONTRACT/ORDER NO. 9B. DATED (SEE ITEM 11) 9A. AMENDMENT OF SOLICITATION NO. CODE 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code) 7. ADMINISTERED BY (If other than Item 6)CODE 6. ISSUED BY PAGE OF PAGES 4. REQUISITION/PURCHASE REQ. NO.3. EFFECTIVE DATE2. AMENDMENT/MODIFICATION NO. 5. PROJECT NO. (If applicable) 1. CONTRACT ID CODE AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 11/30/2022 Attn: Charles Kerner 6901 Rockledge Dr Ste 800 Bethesda MD 208171867 Net Increase: $8,238,455.24 CHECK ONE A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: D. OTHER (Specify type of modification and authority) appropriation data, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). E. IMPORTANT: Contractor is not is required to sign this document and return __________________ copies to the issuing office. ORDER NO. IN ITEM 10A. FAR 52.232-22 Limitation of Funds; 52.216-25, and 52.216-24: Limitation of Govnt x 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) X UEI: L8VHV5CNBV97 The purpose of this amendment to the Contract is to: 1. Authorize ACO to pull scope from CLIN 003 into CLIN 002 in order to purchase a new LEU Feed Cylinder in the amount of $7,912,970.12, which includes $386,292.24 in fee based on the original proposed cost estimate for the cylinder. This is needed based on the long lead times for the cylinders that will be needed to continue operations in November 2025. 2. Authorize the procurement of additional waste storage containers in the amount of 336,535.00 (no fee). 3. Reduce the Total Ceiling Cost plus fixed fee of CLIN 0003 from $294,620,185.00 to $286,707,214.88. Continued ... 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)15A. NAME AND TITLE OF SIGNER (Type or print) 15C. DATE SIGNED 16B. UNITED STATES OF AMERICA 15B. CONTRACTOR/OFFEROR 16C. DATE SIGNED (Signature of person authorized to sign) (Signature of Contracting Officer) Andrew J. Ford STANDARD FORM 30 (REV. 11/2016) Prescribed by GSA FAR (48 CFR) 53.243 Previous edition unusable Except as provided herein, all terms and conditions of the document referenced in Item 9 A or 10A, as heretofore changed, remains unchanged and in full force and effect . 06/13/2025 CHARLES KERNER (Affiliate) Digitally signed by CHARLES KERNER (Affiliate) Date: 2025.06.13 16:11:41 -04'00' ANDREW FORD Digitally signed by ANDREW FORD Date: 2025.06.13 14:34:16 -06'00'
ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT NAME OF OFFEROR OR CONTRACTOR 2 2 CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE OF AMERICAN CENTRIFUGE OPERATING, LLC (A) (B) (C) (D) (E) (F) 89243223CNE000030/P00021 4. Reduce CLIN 0003 fixed fee from $24,326,437 to $23,940,144.76. 5. Provide Incremental Funding under CLIN 0002 in the amount of $8,238,455.24, changing the total obligations for CLIN 0002 from $160,852,828.00 to 169,091,283.24. This modification fully funds the authorization to procure additional waste storage containers but does not fully fund the purchase of a new LEU Feed Cylinder. The remaining $11,049.88 needed will be provided in a subsequent modification to be completed as soon as funds are available. 6. Increase CLIN 0002 fixed fee from $7,753,821.00 to $8,140,113.24. 7. Increase the total ceiling cost of CLIN 0002 from $160,852,828.00 to 169,102,333.12. All other terms and conditions remain the same. Payment: VIPERS https://vipers.doe.gov Any questions, please contact by call/email 888-251-3557 or payments@hq.doe.gov Period of Performance: 12/01/2022 to 06/30/2025 Change Item 00002 to read as follows(amount shown is the total amount): 00002 Ongoing Cascade Operation and Production of 900 169,102,333.12 kg minimum of HALEU, Year 1 (Phase 2) Line item value is: $169,102,333.12 Incrementally Funded Amount: $169,091,283.24 NSN 7540-01-152-8067 OPTIONAL FORM 336 (4-86) Sponsored by GSA FAR (48 CFR) 53.110
___________ (x) x 89243223CNE000030 copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted ; or (c) By separate letter or electronic communication which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted , such change may be made by letter or electronic communication, provided each letter or electronic communication makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. See Schedule L8VHV5CNBV97 AMERICAN CENTRIFUGE OPERATING, LLC 00701 Idaho Falls ID 83415 1955 Fremont Avenue Idaho Operations Office U.S. Department of Energy 892432 Idaho Falls ID 83415 1955 Fremont Avenue Idaho Operations Office U.S. Department of Energy See Block 16CP00022 31 13. THIS ITEM ONLY APPLIES TO MODIFICATION OF CONTRACTS/ORDERS. IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. 12. ACCOUNTING AND APPROPRIATION DATA (If required) is not extended.is extended, Items 8 and 15, and returning Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended , by one of the following methods: (a) By completing The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS FACILITY CODE CODE 10B. DATED (SEE ITEM 13) 10A. MODIFICATION OF CONTRACT/ORDER NO. 9B. DATED (SEE ITEM 11) 9A. AMENDMENT OF SOLICITATION NO. CODE 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code) 7. ADMINISTERED BY (If other than Item 6)CODE 6. ISSUED BY PAGE OF PAGES 4. REQUISITION/PURCHASE REQ. NO.3. EFFECTIVE DATE2. AMENDMENT/MODIFICATION NO. 5. PROJECT NO. (If applicable) 1. CONTRACT ID CODE AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 11/30/2022 Attn: Charles Kerner 6901 Rockledge Dr Ste 800 Bethesda MD 208171867 CHECK ONE A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: D. OTHER (Specify type of modification and authority) appropriation data, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). E. IMPORTANT: Contractor is not is required to sign this document and return __________________ copies to the issuing office. ORDER NO. IN ITEM 10A. FAR 52.232-22 Limitation of Funds; 52.216-25, and 52.216-24: Limitation of Govnt x 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) X UEI: L8VHV5CNBV97 The purpose of this amendment to the Contract is to: 1. Modify Option Period 1 (CLIN 0003) as follows: a. Option Period 1 (CLIN 0003) is being split into 2 separate CLINS by creating a new CLIN (0008). b. CLIN 0003 is modified from a three-year option period to a one-year option period with a production target of 900kgs of HALEU and will be represented moving forward as Option Period 1a. c. The Target Cost of CLIN 0003 is reduced from $262,767,070.12 to $99,289,528.00. Continued ... 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)15A. NAME AND TITLE OF SIGNER (Type or print) 15C. DATE SIGNED 16B. UNITED STATES OF AMERICA 15B. CONTRACTOR/OFFEROR 16C. DATE SIGNED (Signature of person authorized to sign) (Signature of Contracting Officer) Andrew J. Ford STANDARD FORM 30 (REV. 11/2016) Prescribed by GSA FAR (48 CFR) 53.243 Previous edition unusable Except as provided herein, all terms and conditions of the document referenced in Item 9 A or 10A, as heretofore changed, remains unchanged and in full force and effect . 06/17/2025
ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT NAME OF OFFEROR OR CONTRACTOR 2 3 CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE OF AMERICAN CENTRIFUGE OPERATING, LLC (A) (B) (C) (D) (E) (F) 89243223CNE000030/P00022 d. The Total Fixed Fee amount is reduced from $23,940,144.76 to $8,704,218.00. e. The Total Ceiling Cost is reduced from $286,707,214.88.00 to $107,993,746.00. f. CLIN 0003 period of performance will be July 1, 2025, to June 30, 2026. 2. Add CLIN 0008, which encompasses the remaining 2 years of HALEU production that were originally part of CLIN 0003 and will be represented moving forward as Option Period 1b. a. The Target Cost of CLIN 0008 is $163,477,542.12. b. The Total Fixed Fee amount for CLIN 0008 is $15,235,926.76. c. The Total Ceiling Cost of CLIN 0008 is $178,713,468.88. d. If exercised, the CLIN 0008 period of performance is July 1, 2026, to June 30, 2028. 3. Exercise the modified CLIN 0003 (Option Period 1a), which is one-year of HALEU production. Note: Under Modification 022, Option Period 1 (CLIN 0003) was split into 2 separate CLINS by creating a new CLIN (0008). CLIN 0003 is now a one-year option period with a production target of 900kgs of HALEU and will be represented moving forward as Option Period 1a. CLIN 0008 encompasses the remaining 2 years of HALEU production that were originally part of CLIN 0003 and will be represented moving forward as Option Period 1b. Because there have been known cost increases since the contract was awarded, the estimated cost associated with CLIN 0008 is insufficient, and a revised cost proposal (and fee, as applicable) incorporating the impact of any applicable Requests for Equitable Adjustment and Change Orders, as well as the current market pricing for LEU Feed, will need to be submitted to DOE by ACO 60 days prior to the exercise date for review and negotiation. All other terms and conditions remain the same. Continued ... NSN 7540-01-152-8067 OPTIONAL FORM 336 (4-86) Sponsored by GSA FAR (48 CFR) 53.110
ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT NAME OF OFFEROR OR CONTRACTOR 3 3 CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE OF AMERICAN CENTRIFUGE OPERATING, LLC (A) (B) (C) (D) (E) (F) 89243223CNE000030/P00022 Payment: VIPERS https://vipers.doe.gov Any questions, please contact by call/email 888-251-3557 or payments@hq.doe.gov Period of Performance: 12/01/2022 to 06/30/2026 Change Item 00003 to read as follows(amount shown is the total amount): 00003 Ongoing Cascade Operation and Production of 900kg 0.00 minimum of HALEU per year: Option Period 1a: Year 2 (Phase 3) Add Item 00008 as follows: 00008 Ongoing Cascade Operation and Production of 900kg 178,713,468.88 minimum of HALEU per year: Option Period 1b: Years 3-4 Embedded Lease: No Amount: $178,713,468.88(Option Line Item) NSN 7540-01-152-8067 OPTIONAL FORM 336 (4-86) Sponsored by GSA FAR (48 CFR) 53.110
___________ (x) x 89243223CNE000030 copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted ; or (c) By separate letter or electronic communication which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted , such change may be made by letter or electronic communication, provided each letter or electronic communication makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. See Schedule L8VHV5CNBV97 AMERICAN CENTRIFUGE OPERATING, LLC 00701 Idaho Falls ID 83415 1955 Fremont Avenue Idaho Operations Office U.S. Department of Energy 892432 Idaho Falls ID 83415 1955 Fremont Avenue Idaho Operations Office U.S. Department of Energy See ScheduleSee Block 16CP00023 51 13. THIS ITEM ONLY APPLIES TO MODIFICATION OF CONTRACTS/ORDERS. IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. 12. ACCOUNTING AND APPROPRIATION DATA (If required) is not extended.is extended, Items 8 and 15, and returning Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended , by one of the following methods: (a) By completing The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS FACILITY CODE CODE 10B. DATED (SEE ITEM 13) 10A. MODIFICATION OF CONTRACT/ORDER NO. 9B. DATED (SEE ITEM 11) 9A. AMENDMENT OF SOLICITATION NO. CODE 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code) 7. ADMINISTERED BY (If other than Item 6)CODE 6. ISSUED BY PAGE OF PAGES 4. REQUISITION/PURCHASE REQ. NO.3. EFFECTIVE DATE2. AMENDMENT/MODIFICATION NO. 5. PROJECT NO. (If applicable) 1. CONTRACT ID CODE AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 11/30/2022 Attn: Charles Kerner 6901 Rockledge Dr Ste 800 Bethesda MD 208171867 Net Increase: $108,004,795.88 CHECK ONE A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: D. OTHER (Specify type of modification and authority) appropriation data, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). E. IMPORTANT: Contractor is not is required to sign this document and return __________________ copies to the issuing office. ORDER NO. IN ITEM 10A. FAR 52.232-22 Limitation of Funds; 52.216-25, and 52.216-24: Limitation of Govnt x 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) X UEI: L8VHV5CNBV97 The purpose of this amendment to the Contract is to: 1. Provide Incremental Funding under CLIN 0002 in the amount of $11,049.88, changing the total obligations for CLIN 0002 from $169,091,283.24 to $169,102,333.12. 2. Provide Incremental Funding under CLIN 0003 in the amount of $107,993,746.00, changing the total obligations from $0.00 to $107,993,746.00 3. Total obligations on the contract are changed from $206,604,372.11 to $314,609,167.99. All other terms and conditions remain the same. Continued ... 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)15A. NAME AND TITLE OF SIGNER (Type or print) 15C. DATE SIGNED 16B. UNITED STATES OF AMERICA 15B. CONTRACTOR/OFFEROR 16C. DATE SIGNED (Signature of person authorized to sign) (Signature of Contracting Officer) Andrew J. Ford STANDARD FORM 30 (REV. 11/2016) Prescribed by GSA FAR (48 CFR) 53.243 Previous edition unusable Except as provided herein, all terms and conditions of the document referenced in Item 9 A or 10A, as heretofore changed, remains unchanged and in full force and effect . 06/18/2025
ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT NAME OF OFFEROR OR CONTRACTOR 2 5 CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE OF AMERICAN CENTRIFUGE OPERATING, LLC (A) (B) (C) (D) (E) (F) 89243223CNE000030/P00023 Payment: VIPERS https://vipers.doe.gov Any questions, please contact by call/email 888-251-3557 or payments@hq.doe.gov Period of Performance: 12/01/2022 to 06/30/2026 Change Item 00002 to read as follows(amount shown is the total amount): 00002 Ongoing Cascade Operation and Production of 900 169,102,333.12 kg minimum of HALEU, Year 1 (Phase 2) Line item value is: $169,102,333.12 Incrementally Funded Amount: $169,102,333.12 Requisition No: 23NE000111, 23NE000166, 24NE000056, 24NE000127, 24NE000161, 24NE000188, 24NE000213, 24NE000382, 25NE000017, 25NE000060, 25NE000081, 25NE000117, 25NE000192, 25NE000197, 25NE000202, 25NE000205 Accounting Info: 07900-2023-60-302218-25233-2721136-0000000-0000000 -0000000 Fund: 07900 Appr Year: 2023 Allottee: 60 Report Entity: 302218 Object Class: 25233 Program: 2721136 Project: 0000000 WFO: 0000000 Local Use: 0000000 Funded: $0.00 Accounting Info: 07900-2023-60-302218-25233-2721136-0000000-0000000 -0000000 Fund: 07900 Appr Year: 2023 Allottee: 60 Report Entity: 302218 Object Class: 25233 Program: 2721136 Project: 0000000 WFO: 0000000 Local Use: 0000000 Funded: $0.00 Accounting Info: 07900-2023-60-302218-25233-2721136-0000000-0000000 -0000000 Fund: 07900 Appr Year: 2023 Allottee: 60 Report Entity: 302218 Object Class: 25233 Program: 2721136 Project: 0000000 WFO: 0000000 Local Use: 0000000 Funded: $0.00 Accounting Info: 07900-2023-60-302218-25233-2721136-0000000-0000000 -0000000 Fund: 07900 Appr Year: 2023 Allottee: 60 Report Entity: 302218 Object Class: 25233 Program: 2721136 Project: 0000000 WFO: 0000000 Local Use: 0000000 Funded: $0.00 Accounting Info: Continued ... NSN 7540-01-152-8067 OPTIONAL FORM 336 (4-86) Sponsored by GSA FAR (48 CFR) 53.110
ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT NAME OF OFFEROR OR CONTRACTOR 3 5 CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE OF AMERICAN CENTRIFUGE OPERATING, LLC (A) (B) (C) (D) (E) (F) 89243223CNE000030/P00023 05350-2024-60-302218-25233-2721136-0000000-0000000 -0000000 Fund: 05350 Appr Year: 2024 Allottee: 60 Report Entity: 302218 Object Class: 25233 Program: 2721136 Project: 0000000 WFO: 0000000 Local Use: 0000000 Funded: $0.00 Accounting Info: 05350-2024-60-302218-25233-2721136-0000000-0000000 -0000000 Fund: 05350 Appr Year: 2024 Allottee: 60 Report Entity: 302218 Object Class: 25233 Program: 2721136 Project: 0000000 WFO: 0000000 Local Use: 0000000 Funded: $0.00 Accounting Info: 07900-2024-60-302218-25233-2721136-0000000-0000000 -0000000 Fund: 07900 Appr Year: 2024 Allottee: 60 Report Entity: 302218 Object Class: 25233 Program: 2721136 Project: 0000000 WFO: 0000000 Local Use: 0000000 Funded: $0.00 Accounting Info: 05350-2024-60-302218-25233-2721136-0000000-0000000 -0000000 Fund: 05350 Appr Year: 2024 Allottee: 60 Report Entity: 302218 Object Class: 25233 Program: 2721136 Project: 0000000 WFO: 0000000 Local Use: 0000000 Funded: $0.00 Accounting Info: 05350-2024-60-302218-25233-2721136-0000000-0000000 -0000000 Fund: 05350 Appr Year: 2024 Allottee: 60 Report Entity: 302218 Object Class: 25233 Program: 2721136 Project: 0000000 WFO: 0000000 Local Use: 0000000 Funded: $0.00 Accounting Info: 07900-2023-60-302218-25233-2721136-0000000-0000000 -0000000 Fund: 07900 Appr Year: 2023 Allottee: 60 Report Entity: 302218 Object Class: 25233 Program: 2721136 Project: 0000000 WFO: 0000000 Local Use: 0000000 Funded: $0.00 Accounting Info: 05350-2025-60-302218-25233-2721136-0000000-0000000 -0000000 Fund: 05350 Appr Year: 2025 Allottee: 60 Report Entity: 302218 Object Class: 25233 Program: 2721136 Project: 0000000 WFO: 0000000 Local Use: 0000000 Funded: $0.00 Accounting Info: 05350-2025-60-302218-25233-2721136-0000000-0000000 Continued ... NSN 7540-01-152-8067 OPTIONAL FORM 336 (4-86) Sponsored by GSA FAR (48 CFR) 53.110
ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT NAME OF OFFEROR OR CONTRACTOR 4 5 CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE OF AMERICAN CENTRIFUGE OPERATING, LLC (A) (B) (C) (D) (E) (F) 89243223CNE000030/P00023 -0000000 Fund: 05350 Appr Year: 2025 Allottee: 60 Report Entity: 302218 Object Class: 25233 Program: 2721136 Project: 0000000 WFO: 0000000 Local Use: 0000000 Funded: $0.00 Accounting Info: 05350-2025-60-302218-25233-2721136-0000000-0000000 -0000000 Fund: 05350 Appr Year: 2025 Allottee: 60 Report Entity: 302218 Object Class: 25233 Program: 2721136 Project: 0000000 WFO: 0000000 Local Use: 0000000 Funded: $0.00 Accounting Info: 05350-2025-60-302218-25233-2721136-0000000-0000000 -0000000 Fund: 05350 Appr Year: 2025 Allottee: 60 Report Entity: 302218 Object Class: 25233 Program: 2721136 Project: 0000000 WFO: 0000000 Local Use: 0000000 Funded: $0.00 Accounting Info: 05350-2025-60-302218-25233-2721136-0000000-0000000 -0000000 Fund: 05350 Appr Year: 2025 Allottee: 60 Report Entity: 302218 Object Class: 25233 Program: 2721136 Project: 0000000 WFO: 0000000 Local Use: 0000000 Funded: $0.00 Accounting Info: 05350-2025-60-302218-25233-2721136-0000000-0000000 -0000000 Fund: 05350 Appr Year: 2025 Allottee: 60 Report Entity: 302218 Object Class: 25233 Program: 2721136 Project: 0000000 WFO: 0000000 Local Use: 0000000 Funded: $0.00 Accounting Info: 05350-2025-60-302218-25233-2721136-0000000-0000000 -0000000 Fund: 05350 Appr Year: 2025 Allottee: 60 Report Entity: 302218 Object Class: 25233 Program: 2721136 Project: 0000000 WFO: 0000000 Local Use: 0000000 Funded: $11,049.88 Change Item 00003 to read as follows(amount shown is the total amount): 00003 Ongoing Cascade Operation and Production of 900kg 107,993,746.00 minimum of HALEU per year: Option Period 1a: Year 2 (Phase 3) Line item value is: $107,993,746.00 Incrementally Funded Amount: $107,993,746.00 Requisition No: 25NE000217 Continued ... NSN 7540-01-152-8067 OPTIONAL FORM 336 (4-86) Sponsored by GSA FAR (48 CFR) 53.110
ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT NAME OF OFFEROR OR CONTRACTOR 5 5 CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE OF AMERICAN CENTRIFUGE OPERATING, LLC (A) (B) (C) (D) (E) (F) 89243223CNE000030/P00023 Accounting Info: 05378-2022-60-302218-25233-2721186-0000000-0000000 -0000000 Fund: 05378 Appr Year: 2022 Allottee: 60 Report Entity: 302218 Object Class: 25233 Program: 2721186 Project: 0000000 WFO: 0000000 Local Use: 0000000 Funded: $107,993,746.00 NSN 7540-01-152-8067 OPTIONAL FORM 336 (4-86) Sponsored by GSA FAR (48 CFR) 53.110
THE SYMBOL “[****]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) THE TYPE OF INFORMATION THE COMPANY BOTH CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL [****] [****] [****] [****] [****] [****] [****] [****] [****] [****] [****] [****] [****] [****] [****] [****] [****] [****]
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TENEX, Joint-Stock Company (TENEX) 28, bldg. 3, Ozerkovskaya emb., Moscow, 115184, Russia Tel.: +7 (495) 543 33 87; fax: +7 (495) 543 33 85 E-mail: info@tenex.ru; www.tenex.ru CONFIDENTIAL Ref. No. ________________________ dated July __, 2025 Business Confidential Proprietary Information Mr. John M.A. Donelson Senior Vice President, Sales and Chief Marketing Officer United States Enrichment Corporation 6901 Rockledge Drive, Suite 800 Bethesda, MD 20817-1867 Ref: Enriched Product Transitional Supply Contract, TENEX Contract No. 08843672/110033-051, USEC Contract No. EC-SC01-11-UE-03127, dated March 23, 2011, as amended (the “Contract”) between United States Enrichment Corporation (“USEC”) and TENEX, Joint Stock Company (“TENEX”), Side Letter of April 7, 2025 (TENEX registration 006-05/1701-kt) (the “April 25 SL”) Subject: Amendment of Certain Payment Terms of the Contract. Dear Mr. Donelson: TENEX hereby proposes that, by execution of this Side Letter (the “Side Letter”), USEC and TENEX agree to change the April 25 SL to read as follows: 1. On , and TENEX effected the following Deliveries of EUP, consisting of EUP in: a. under the USEC Order of (TENEX registration 006- 0511/3122-kt of ) for further delivery under the USEC contract EC- SC01-18UE03164. Invoice ; and b. under the USEC Order of (TENEX registration 006- 0511/3125-kt of ) for further delivery under the USEC contract EC- SC01-17UE03165, Invoice ; and c. under the USEC Order of (TENEX registration 006- 0511/3126-kt of ) for further delivery under the USEC contract EC- SC01-22UE03237, Invoice ; and 006-05/3155-кт 14 THE SYMBOL “[****]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) THE TYPE OF INFORMATION THE COMPANY BOTH CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL [****] [****] [****] [****] [****] [****] [****] [****] [****] [****] [****] [****] [****] [****]
p. 2/5 d. under the USEC Order of (TENEX registration 006- 0511/3127-kt of ) for further delivery under the USEC contract EC- SC01-21UE03232, Invoice ; and e. under the USEC Orders of (TENEX registration 006- 0511/3695-kt and /3694 of ) (as amended) for further delivery under the USEC contracts EC-SC01-17UE03165, EC-SC01-17UE03164, EC-SC01- 17UE03216, Invoices ; and f. under the USEC Order of (TENEX registration 006- 0511/7067-kt of ) for further delivery under the USEC contract EC-SC01-21UE03222, Invoice ; and g. under the USEC Order of (TENEX registration 006- 0511/4276-kt of ) for further delivery under the USEC contract EC- SC01-21UE03222, invoice has not been issued; and h. under the USEC Order of (TENEX registration 006- 0511/4755-kt of ) for further delivery under the USEC contract EC-SC01-20UE03210, invoice has not been issued; and i. under the USEC Order of (TENEX registration 006- 0511/5460-kt of ) for further delivery under the USEC contract EC-SC01-20UE03217, invoice has not been issued. j. under the USEC Order of (TENEX registration 006- 0511/6054-kt of ) for further delivery under the USEC contract EC-SC01-19UE03203, invoice has not been issued. k. under the USEC Order of (TENEX registration 006- 0511/6712-kt of ) for further delivery under the USEC contract EC-SC01-20UE03218, invoice has not been issued. l. under the USEC Order of (TENEX registration 006- 0511/15-kt of ), as amended by the USEC letter of (TENEX registration 006-0511/570-kt of ) for further delivery under the USEC contract EC-SC01-20UE03219, invoice has not been issued. 2. During the period from (both included) USEC delivered to TENEX the in the total quantity of and the Parties agreed the total amount of daily loan fee applicable to this , which is set at US dollars (the “Due loan fee”). [****] [****] [****] [****] [****] [****] [****] [****] [****] [****] [****] [****] [****] [****] [****] [****] [****] [****] [****] [****] [****] [****] [****] [****] [****] [****] [****] [****] [****] [****] [****] [****] [****] [****] [****] [****] [****]
p. 3/5 3. Notwithstanding the terms of Section 6.06 of the Contract, the Payment Due Date for the Deliveries identified in points a-l of Section 1 above shall be changed to not later than , unless the Parties agree otherwise, and subject to point 5 below. 4. Notwithstanding the terms of Section 6.07 of the Contract, but without modification of the second sentence of Section 6.07 of the Contract, the pecuniary payment for the Deliveries in points a-l above shall arrive in TENEX’s account with its bank in Russia not later than , unless the Parties agree otherwise, and subject to point 5 below. 5. In the event that TENEX changes the payment instructions for the invoices of the Deliveries in points a-l above or provides the invoices in accordance with point 6 below at any time before , USEC shall effect pecuniary payments not later than calendar days from the date of receipt of TENEX’s letter (containing the payment instructions) by USEC or the date the corresponding invoice is received by USEC, if the date of receipt of TENEX’s letter or of the corresponding invoice is later than the initial Payment Due Date of the relevant Delivery (determined in accordance with the Contract) or the due date for the relevant daily loan fee. In this case, the day of the arrival of a pecuniary payment in TENEX’s account with its bank in Russia shall be calendar days from the date TENEX’s letter (containing the payment instructions) is received by USEC, subject to the second sentence of Section 6.07 of the Contract. 6. Notwithstanding the terms of Section 6.06 of the Contract, TENEX shall execute and deliver to USEC the PDF copy of the original invoices for the Deliveries specified in points (g)-(l) and for the Due loan fee as per Section 2 above not later than , unless the Parties agree otherwise. This provision shall also apply to the invoices that TENEX shall issue for any daily loan fee applicable to the to be delivered by USEC to TENEX by . 7. Any capitalized terms used in this Side Letter that are not defined in this Side Letter shall have the meanings ascribed to those terms in the relevant Order and the Contract. 8. Except as expressly modified herein, all provisions of the Contract shall remain unchanged and in full force and effect. In case of any contradictions between the provisions of this Side Letter and the Contract, the provisions of this Side Letter shall prevail over the Contract. 9. Please indicate your agreement to all of the above by signing on behalf of USEC in the space provided below. This Side Letter shall be effective as of the first date on which USEC has signed in the space provided and shall form an integral part of [****] [****] [****] [****] [****] [****] [****] [****]
p. 4/5 the Contract. The Side Letter may be signed in counterparts and delivered by any of the means permitted by Section 16.01 of the Contract, including by electronic mail in Adobe portable document format (.pdf) to the electronic mail addresses in Section 16.01. A counterpart document (including in .pdf format) signed by a Party shall constitute an original and all such signed counterparts assembled together shall constitute a fully executed agreement. Sincerely, Maria N. Vladimirova Deputy General Director for Commerce Agreed on behalf of United States Enrichment Corporation (signature) John M.A. Donelson (name) Senior Vice President & Chief Marketing Officer (title) July 15, 2025 (date)
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EXHIBIT 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, Amir V. Vexler, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Centrus Energy Corp.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| August 6, 2025 | /s/ Amir V. Vexler | ||||
| Amir V. Vexler | |||||
| President and Chief Executive Officer | |||||
EXHIBIT 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, Kevin J. Harrill, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Centrus Energy Corp.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| August 6, 2025 | /s/ Kevin J. Harrill | ||||
| Kevin J. Harrill | |||||
| Senior Vice President, Chief Financial Officer, and Treasurer | |||||
EXHIBIT 32.1
CERTIFICATION OF CEO AND CFO PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report on Form 10-Q of Centrus Energy Corp. for the period ended June 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), pursuant to 18 U.S.C. § 1350, Amir V. Vexler, President and Chief Executive Officer, and Kevin J. Harrill, Senior Vice President, Chief Financial Officer, and Treasurer, each hereby certifies, that, to his knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Centrus Energy Corp.
| August 6, 2025 | /s/ Amir V. Vexler | ||||
| Amir V. Vexler | |||||
| President and Chief Executive Officer | |||||
| August 6, 2025 | /s/ Kevin J. Harrill | ||||
| Kevin J. Harrill | |||||
| Senior Vice President, Chief Financial Officer, and Treasurer | |||||