UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Filed by the Registrantþ | ||
Filed by a Party other than the Registranto | ||
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o Preliminary Proxy Statement | o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
þ Definitive Proxy Statement | ||
o Definitive Additional Materials | ||
o Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 |
USEC INC.
Payment of Filing Fee (Check the appropriate box):
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Two Democracy Center
6903 Rockledge Drive
Bethesda, Maryland 20817
![]() | ![]() | |
James R. Mellor | John K. Welch | |
Chairman of the Board | President and Chief Executive Officer |
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Two Democracy Center
6903 Rockledge Drive
Bethesda, Maryland 20817
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 26, 2007
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Two Democracy Center
6903 Rockledge Drive
Bethesda, Maryland 20817
• | held directly in your name with our transfer agent, Computershare Trust Company, N.A., as a “shareholder of record;” | |
• | held for you in an account with a broker, bank or other nominee (shares held in “street name” for a “beneficial owner”); and | |
• | held for you under a USEC employee stock ownership plan with our plan administrator, Computershare Trust Company, N.A., or under the USEC 401(k) plan with our plan administrator, Fidelity (each a “USEC stock ownership plan”). |
• | are present and vote in person at the meeting; or | |
• | have properly submitted a proxy card or voting instructions prior to the meeting. |
• | If you are a shareholder of record, you may vote by the ballot provided at the meeting. | |
• | If you hold your shares in “street name,” you must obtain and bring with you to the Annual Meeting a legal proxy from your bank, broker, nominee or other holder of record in order to vote by ballot at the meeting. | |
• | If you hold your shares through a USEC stock ownership plan, you cannot vote in person at the Annual Meeting. Please vote by signing and dating your proxy card and mailing it in the postage-paid envelope provided or by using the Internet or telephone. |
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• | vote “FOR” all nominees; | |
• | “WITHHOLD” votes as to all nominees; or | |
• | “WITHHOLD” votes as to one or more specific nominees. |
• | vote “FOR” the ratification; | |
• | vote “AGAINST” the ratification; or | |
• | “ABSTAIN” from voting on the ratification. |
• | submitting a properly executed proxy card with a later date, which proxy card is received prior to the date of the Annual Meeting; | |
• | delivering to the Secretary of USEC, prior to the date of the Annual Meeting, a written notice of revocation bearing a later date than the proxy; or | |
• | voting in person at the Annual Meeting. |
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![]() | James R. Mellor | Director since 1998 Age 76 as of March 1, 2007 | ||
Mr. Mellor retired in 1997 as Chairman and Chief Executive Officer of General Dynamics Corporation, a company engaged in shipbuilding and marine systems, land and amphibious combat systems, information systems, and business aviation businesses, a position he held since 1994. Prior to assuming that position, Mr. Mellor was President and Chief Executive Officer from 1993 to 1994 and was previously President and Chief Operating Officer of General Dynamics. Mr. Mellor served as interim President and Chief Executive Officer of the Company from December 2004 to October 2005. Mr. Mellor also serves on the board of trustees of the Scripps Research Institute and the board of directors of IDT Corporation. | ||||
![]() | Michael H. Armacost | Director since 2002 Age 69 as of March 1, 2007 | ||
Mr. Armacost is a Walter H. Shorenstein distinguished fellow and visiting professor in the Asia/Pacific Research Center at Stanford University. Mr. Armacost served as President and a Trustee of The Brookings Institution from 1995 to 2002. He served as Undersecretary of State for Political Affairs from 1984 to 1989, as U.S. Ambassador to Japan from 1989 to 1993 and to the Philippines from 1982 to 1984. Mr. Armacost serves on the board of directors of AFLAC Inc., Applied Materials Inc. and Cargill, Incorporated. | ||||
![]() | Joyce F. Brown | Director since 1998 Age 60 as of March 1, 2007 | ||
Dr. Brown is the President of the Fashion Institute of Technology of the State University of New York, a position she has held since 1998. From 1994 to 1997, Dr. Brown was a professor of clinical psychology at the City University of New York, where she previously held several Vice Chancellor positions. From 1993 to 1994, she served as the Deputy Mayor for Public and Community Affairs in the Office of the Mayor of the City of New York. Dr. Brown also serves on the board of directors of Polo Ralph Lauren Corporation, Linens & Things and the PAXAR Corporation. | ||||
![]() | Joseph T. Doyle | Director since 2006 Age 59 as of March 1, 2007 | ||
Mr. Doyle is a consultant to and a director of several for profit companies and not for profit organizations. From July 2002 through March 2003, he served as Senior Vice President and Chief Financial Officer of Foster Wheeler, Inc. Prior to joining Foster Wheeler, Mr. Doyle was Executive Vice President and Chief Financial Officer of U.S. Office Products from 1998 through 2001, Chief Financial Officer of Westinghouse Electric Company’s Industrial Group from 1996 through 1998, and Chief Financial Officer of Allison Engine Company (now Rolls Royce Allison) from 1994 through 1996. | ||||
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![]() | John R. Hall | Director since 1998 Age 74 as of March 1, 2007 | ||
Mr. Hall retired in 1997 as Chairman of the Board of Directors of Ashland, Inc., a company engaged in specialty chemicals, lubricants, car-care products, chemical and plastics distribution businesses, a position he held since 1981. Mr. Hall also was Chief Executive Officer of Ashland, Inc. from 1981 to 1996. Mr. Hall was Chairman of the board of directors of Arch Coal, Inc. from 1997 to 1998, and a director until 1999. Mr. Hall also serves on the board of directors of GrafTech International Ltd. | ||||
![]() | W. Henson Moore | Director since 2001Age 67 as of March 1, 2007 | ||
Mr. Moore was President and Chief Executive Officer of the American Forest and Paper Association, the national trade association of the forest, paper and wood products industry, from 1995 to 2006. He was also President of the International Council of Forest Product Associations from 2002 to 2004. Mr. Moore was previously Deputy Secretary of Energy from 1989 to 1992 and in 1992 became Deputy Chief of Staff for President George Bush. From 1975 to 1987 he represented the Sixth Congressional District of Louisiana in the U.S. House of Representatives. Mr. Moore also serves on the board of directors of Domtar Corporation. | ||||
![]() | Joseph F. Paquette, Jr. | Director since 2001 Age 72 as of March 1, 2007 | ||
Mr. Paquette retired in 1997 as Chairman and Chief Executive Officer of PECO Energy Company, a company engaged in the production, purchase, transmission, distribution, and sale of electricity and the distribution and sale of natural gas, a position he held since 1988. Before that, Mr. Paquette held positions with Consumers Power Company as President, and Senior Vice President and Chief Financial Officer, and with Philadelphia Electric Company as Chief Financial Officer. Mr. Paquette also serves on the board of directors of CMS Energy Corporation. | ||||
![]() | John K. Welch | Director since 2005 Age 56 as of March 1, 2007 | ||
Mr. Welch has been President and Chief Executive Officer since October 2005. Prior to joining USEC, he served as a consultant to several government and corporate entities. He was Executive Vice President and Group Executive, Marine Systems at General Dynamics Corporation from March 2002 to March 2003, and Senior Vice President and Group Executive, Marine Systems from January 2000 to March 2002. Prior to that, Mr. Welch held several executive positions over a ten-year period at General Dynamic’s Electric Boat Corporation, including President from 1995 to 2000. Mr. Welch currently serves on the board of directors of Battelle Memorial Institute, the U.S. Naval Academy Foundation and Precision Custom Components Inc. | ||||
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USEC Inc.
Two Democracy Center
6903 Rockledge Drive
Bethesda, Maryland 20817
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• | the name of the shareholder and evidence of the person’s ownership of Company stock, including the number of shares owned and the length of time of ownership; and | |
• | the name of the candidate, the candidate’s resume or a listing of his or her qualifications to be a director of the Company and the person’s consent to be named as a director if selected by the Nominating and Governance Committee and nominated by the Board. |
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Audit, Finance | Regulatory and | |||||||||||||||
and Corporate | Nominating and | Government | ||||||||||||||
Responsibility | Compensation | Governance | Affairs | |||||||||||||
Director | Committee | Committee | Committee | Committee | ||||||||||||
Michael H. Armacost | X | X | ||||||||||||||
Joyce F. Brown | X | X | ||||||||||||||
Joseph T. Doyle | X | |||||||||||||||
John R. Hall | X | * | X | |||||||||||||
W. Henson Moore | X | X | * | |||||||||||||
Joseph F. Paquette, Jr. | X | * | X | |||||||||||||
James D. Woods | X | X | * | |||||||||||||
Number of Meetings in 2006 | 7 | 8 | 5 | 3 |
* | Chairman |
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Fees Earned or | Stock | Option | All Other | |||||||||||||||||
Name | Paid in Cash(1) | Awards(2) | Awards(3) | Compensation(4) | Total | |||||||||||||||
James R. Mellor | $ | 400,000 | $ | 129,268 | $ | 15,750 | $ | 147,441 | $ | 692,459 | ||||||||||
Michael H. Armacost | $ | 59,500 | $ | 69,015 | $ | 15,750 | $ | 0 | $ | 144,265 | ||||||||||
Joyce F. Brown | $ | 67,000 | $ | 69,015 | $ | 15,750 | $ | 0 | $ | 151,765 | ||||||||||
Joseph T. Doyle | $ | 0 | $ | 2,255 | $ | 627 | $ | 0 | $ | 2,882 | ||||||||||
John R. Hall | $ | 0 | $ | 159,184 | $ | 15,750 | $ | 0 | $ | 174,934 | ||||||||||
W. Henson Moore | $ | 73,000 | $ | 69,015 | $ | 15,750 | $ | 0 | $ | 157,765 | ||||||||||
Joseph F. Paquette, Jr. | $ | 115,500 | $ | 30,002 | $ | 15,750 | $ | 0 | $ | 161,252 | ||||||||||
James D. Woods | $ | 0 | $ | 152,690 | $ | 15,750 | $ | 0 | $ | 168,440 |
(1) | The amounts shown in the Fees Earned or Paid in Cash column include the following: |
• | Annual Retainers: Cash paid in 2006 to Messrs. Armacost, Moore and Paquette and Dr. Brown for annual retainers for the 2006 - 2007 term. As of the beginning of the 2006 - 2007 term, all of the seven non-employee directors had satisfied USEC’s director stock ownership guidelines and were entitled to take their entire annual retainer in cash. Messrs. Mellor, Hall and Woods elected to take all fees in stock or restricted stock units in lieu of cash as shown in the Stock Awards column. Messrs. Armacost and Moore and Dr. Brown elected to take one half of their annual retainer in restricted stock units in lieu of cash as shown in the Stock Awards column. | |
• | Committee Chairman’s Fees: Cash paid in 2006 to Messrs. Moore and Paquette for annual committee chairman’s fees for the 2006 - 2007 term. | |
• | Meeting Fees: Cash paid to Messrs. Armacost, Moore and Paquette, and Dr. Brown for Board and Committee meeting fees for 2006. |
The amount shown in this column for Mr. Mellor includes his annual fee of $400,000 described above under “Arrangements with James R. Mellor.” | ||
(2) | The amounts shown in the Stock Awards column represents the compensation cost recognized by USEC in 2006 related to stock awards to directors, computed in accordance with Statement of Financial Accounting Standards No. 123 — Revised 2004, “Share Based Payment” (SFAS No. 123(R)). For a discussion of valuation assumptions, see Note 13 to our consolidated financial statements included in our annual report onForm 10-K for the year ended December 31, 2006. | |
Messrs. Mellor, Hall and Woods elected to take all fees in restricted stock or restricted stock units in lieu of cash and so amounts include annual restricted stock unit award, annual retainer, meeting fees, and incentive restricted stock units. Mr. Doyle elected to take all fees in restricted stock units in lieu of cash and so amounts include pro-rated annual restricted stock unit award (Mr. Doyle joined the Board in December 2006) and annual retainer, and incentive restricted stock units. Messrs. Armacost and Moore and Dr. Brown elected to take one half of their annual retainer in restricted stock units in lieu of cash and so amounts include annual restricted stock unit award, portion of annual retainer and incentive restricted stock units. Amount for Mr. Paquette includes annual restricted stock unit award. The amounts shown in the Stock Awards column for each of the non-employee directors includes the following grants of |
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restricted stock and restricted stock units, which have the following grant date fair value, calculated using the closing price of USEC’s common stock on the date of grant in accordance with SFAS No. 123(R): | ||
James R. Mellor |
Number of Shares of | ||||||||
Restricted Stock or | ||||||||
Grant Date | Restricted Stock Units | Grant Date Fair Value | ||||||
01/11/06 | 111 | $ | 1,502 | |||||
02/08/06 | 126 | $ | 1,507 | |||||
03/08/06 | 132 | $ | 1,503 | |||||
04/12/06 | 126 | $ | 1,506 | |||||
05/10/06 | 7,789 | $ | 111,227 | |||||
07/12/06 | 174 | $ | 2,004 | |||||
08/09/06 | 391 | $ | 4,004 | |||||
09/13/06 | 207 | $ | 2,004 | |||||
10/11/06 | 203 | $ | 2,010 | |||||
11/08/06 | 174 | $ | 2,001 | |||||
Total | 9,433 | $ | 129,268 | |||||
Michael H. Armacost, Joyce F. Brown and W. Henson Moore |
Number of Shares of | ||||||||
Restricted Stock or | ||||||||
Grant Date | Restricted Stock Units | Grant Date Fair Value | ||||||
05/10/06 | 4,833 | $ | 69,015 |
Joseph T. Doyle |
Number of Shares of | ||||||||
Restricted Stock or | ||||||||
Grant Date | Restricted Stock Units | Grant Date Fair Value | ||||||
12/18/06 | 2,730 | $ | 35,599 |
John R. Hall |
Number of Shares of | ||||||||
Restricted Stock or | ||||||||
Grant Date | Restricted Stock Units | Grant Date Fair Value | ||||||
01/11/06 | 259 | $ | 3,504 | |||||
02/08/06 | 210 | $ | 2,512 | |||||
03/08/06 | 308 | $ | 3,508 | |||||
04/12/06 | 293 | $ | 3,501 | |||||
05/10/06 | 8,973 | $ | 128,134 | |||||
07/12/06 | 174 | $ | 2,004 | |||||
08/09/06 | 684 | $ | 7,004 | |||||
09/13/06 | 207 | $ | 2,004 | |||||
10/11/06 | 203 | $ | 2,010 | |||||
11/08/06 | 435 | $ | 5,003 | |||||
Total | 11,746 | $ | 159,184 | |||||
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Joseph F. Paquette, Jr. |
Number of Shares of | ||||||||
Restricted Stock or | ||||||||
Grant Date | Restricted Stock Units | Grant Date Fair Value | ||||||
05/10/06 | 2,101 | $ | 30,002 |
James D. Woods |
Number of Shares of | ||||||||
Restricted Stock or | ||||||||
Grant Date | Restricted Stock Units | Grant Date Fair Value | ||||||
01/11/06 | 259 | $ | 3,504 | |||||
02/08/06 | 126 | $ | 1,507 | |||||
03/08/06 | 308 | $ | 3,508 | |||||
04/12/06 | 126 | $ | 1,506 | |||||
05/10/06 | 8,903 | $ | 127,135 | |||||
06/14/06 | 147 | $ | 1,502 | |||||
07/12/06 | 174 | $ | 2,004 | |||||
08/09/06 | 196 | $ | 2,007 | |||||
09/13/06 | 207 | $ | 2,004 | |||||
10/11/06 | 203 | $ | 2,010 | |||||
11/08/06 | 522 | $ | 6,003 | |||||
Total | 11,171 | $ | 152,690 | |||||
The aggregate number of stock awards, including shares of restricted stock and restricted stock units, outstanding at December 31, 2006 for each of the non-employee directors are as follows: |
Number of Shares of | ||||
Restricted Stock or | ||||
Name | Restricted Stock Units | |||
James R. Mellor | 180,715 | |||
Michael H. Armacost | 29,360 | |||
Joyce F. Brown | 48,554 | |||
Joseph T. Doyle | 2,730 | |||
John R. Hall | 109,522 | |||
W. Henson Moore | 36,757 | |||
Joseph F. Paquette, Jr. | 56,530 | |||
James D. Woods | 87,099 |
(3) | The amounts shown in the Option Awards column represents the compensation cost recognized by USEC in 2006 related to stock option awards to directors, computed in accordance with SFAS No. 123(R). For a discussion of valuation assumptions, see Note 13 to our consolidated financial statements included in our annual report onForm 10-K for the year ended December 31, 2006. Each of Messrs. Mellor, Armacost, Hall, Moore, Paquette and Woods and Dr. Brown received a grant of 3,500 stock options on May 10, 2006, with a grant date fair value of $15,750, as their annual stock option grant for the 2006 — 2007 term. This amount was fully expensed in 2006. Mr. Doyle received a grant of 1,227 stock options on December 18, 2006, with a grant date fair value of $7,522, as his pro-rated annual stock option grant for the 2006 — 2007 term (Mr. Doyle joined the Board in December 2006). |
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The aggregate number of unexercised options outstanding at December 31, 2006 for each of the non-employee directors are as follows: |
Number of Securities | Number of Securities | |||||||
Underlying Unexercised | Underlying Unexercised | |||||||
Name | Options Exercisable | Options Unexercisable | ||||||
James R. Mellor | 208,376 | 3,500 | ||||||
Michael H. Armacost | 13,250 | 3,500 | ||||||
Joyce F. Brown | 13,750 | 3,500 | ||||||
Joseph T. Doyle | 0 | 1,227 | ||||||
John R. Hall | 43,722 | 3,500 | ||||||
W. Henson Moore | 7,000 | 3,500 | ||||||
Joseph F. Paquette, Jr. | 13,750 | 3,500 | ||||||
James D. Woods | 13,750 | 3,500 |
(4) | The amount shown for Mr. Mellor includes $73,365 of temporary housing provided pursuant to his agreement described above under “Arrangements with James R. Mellor” and $25,268 of related travel expenses for Mr. Mellor and his spouse to and from the Washington, D.C. area (other than travel to Company Board meetings for Mr. Mellor, which is provided to all directors). The amount shown also includes $48,808 paid to Mr. Mellor to reimburse him for his taxes in connection with the temporary housing and travel expenses provided to him by the Company. During 2006, Mr. Mellor was also provided with personal use of a Company-owned car, which had no incremental cost to the Company. |
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Common Stock | ||||||||
Beneficially Owned(1) | ||||||||
Name of Beneficial Owner | Shares Owned | Percent of Class | ||||||
FMR Corp.(2) | 9,216,100 | 10.6 | % | |||||
82 Devonshire Street | ||||||||
Boston, Massachusetts 02109 | ||||||||
Dimensional Fund Advisors LP(3) | 6,699,882 | 7.7 | % | |||||
1299 Ocean Avenue | ||||||||
Santa Monica, California 90401 | ||||||||
Directors | ||||||||
Michael H. Armacost | 43,925 | (4) | * | |||||
Joyce F. Brown | 57,571 | (4) | * | |||||
Joseph T. Doyle | 10,000 | (4) | * | |||||
John R. Hall | 155,649 | (4) | * | |||||
James R. Mellor | 390,253 | (4) | * | |||||
W. Henson Moore | 43,757 | (4) | * | |||||
Joseph F. Paquette, Jr. | 89,088 | (4) | * | |||||
James D. Woods | 106,254 | (4) | * | |||||
Officers | * | |||||||
John K. Welch | 107,174 | (4) | * | |||||
John C. Barpoulis | 35,225 | (4) | * | |||||
Timothy B. Hansen | 18,512 | (4) | * | |||||
Philip G. Sewell | 319,080 | (4) | * | |||||
Robert Van Namen | 192,462 | (4) | * | |||||
Ellen C. Wolf | (5) | |||||||
Directors and all executive officers as a group (20 persons) | 1,743,374 | (6)(7) | 2.0 | % |
* | Less than 1% | |
(1) | For purposes of computing the percentage of outstanding shares beneficially owned by each person, the number of shares owned by that person and the number of shares outstanding includes shares as to which such person has a right to acquire beneficial ownership within 60 days (for example, through the exercise of stock options or conversion of securities), in accordance withRule 13d-3(d)(1) under the Securities Exchange Act of 1934, as amended. | |
(2) | According to the Schedule 13G/A filed with the SEC by FMR Corp. and Edward C. Johnson 3d on February 14, 2007, the beneficial owner of the Company’s common stock is Fidelity Management & Research Company, a wholly owned subsidiary of FMR Corp. The predominant owners of Class B shares of common stock of FMR Corp. representing 49% of the voting power of FMR Corp. are members of the Edward C. Johnson 3d family. The Schedule 13G/A states that FMR Corp. has sole voting power with respect to 20,200 shares and sole dispositive power with respect to 9,216,100 shares. For additional information on FMR Corp.’s beneficial ownership please see the Schedule 13G/A. |
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(3) | The Schedule 13G/A filed on February 2, 2007 with the SEC by Dimensional Fund Advisors LP states that it has sole power to vote and to dispose of 6,699,882 shares. Dimensional Fund Advisors states in its Schedule 13G/A that all securities reported therein are owned by its advisory clients, no one of which, to its knowledge, owns more than 5% of the class of securities. In its Schedule 13G/A, Dimensional Fund Advisors disclaims beneficial ownership of all such securities. | |
(4) | Includes shares subject to options granted pursuant to the USEC Inc. 1999 Equity Incentive Plan exercisable, as of March 1, 2007, or within 60 days from such date as follows: Mr. Armacost 13,250; Dr. Brown 13,750; Mr. Hall 43,722; Mr. Mellor 208,376; Mr. Moore 7,000; Mr. Paquette 13,750; Mr. Woods 13,750; Mr. Welch 62,873; Mr. Barpoulis 18,029; Mr. Hansen 8,823; Mr. Sewell 249,229; and Mr. Van Namen 131,720. Also includes restricted stock units that can be converted into USEC common stock within 60 days from March 1, 2007 as follows: Mr. Armacost 4,833; Mr. Hall 11,081; Mr. Mellor 9,100; Mr. Moore 4,833; Mr. Paquette 2,101; and Mr. Woods 10,757. | |
(5) | Ms. Wolf resigned from USEC Inc. effective February 24, 2006. As a result, we cannot verify her share ownership as of March 1, 2007. As of the date of her resignation, she beneficially owned 99,877 shares including 93,345 shares subject to exercisable options. | |
(6) | Includes 850,445 shares subject to options granted pursuant to the USEC Inc. 1999 Equity Incentive Plan exercisable as of March 1, 2007, or within 60 days from such date. Includes 42,705 restricted stock units that can be converted into USEC common stock within 60 days from March 1, 2007. | |
(7) | This does not include shares owned by Ms. Wolf who was not an executive officer as of March 1, 2007. |
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• | Compensation should be aligned with shareholders’ interests: The programs seek to align the interests of executives with the long-term interests of our shareholders by providing strong incentives to maximize long-term value for our shareholders. Long-term stock ownership by our executives is emphasized to provide ongoing alignment. | |
• | Compensation should support our business strategy: Our compensation program is designed to reinforce our underlying business strategy and objectives by rewarding successful execution of our business plan, with performance goals tied to our business plan. Our success is heavily dependent on our ability to attract and retain experienced executives who consistently deliver operational and financial results. | |
• | Compensation should reward performance: A substantial portion of the total compensation opportunity is variable and dependent upon the Company’s operating and financial performance. | |
• | Compensation opportunities should be market competitive: To accomplish these guiding principles, it is essential for the compensation and benefits programs to provide competitive compensation relative to the labor markets for our executives while maintaining fiscal responsibility for our shareholders. | |
• | Compensation and benefits programs should encourage long-term retention: Our benefits programs include a strong retirement component that is intended to encourage retention and reward continuity of service, which is particularly important due to the unique skill sets of our executives. |
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• Albemarle Corporation • Arch Chemicals, Inc. • Arch Coal, Inc. • Bemis Company, Inc. • Cabot Corporation | • Cytec Industries Inc. • FMC Corporation • Frontier Oil Corp. • Georgia Gulf Corp. • Giant Industries, Inc. | • Hercules Incorporated • Holly Corporation • NSTAR • PNM Resources • Westar Energy |
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• | base salary; | |
• | performance-based annual incentive; and | |
• | performance-based and time-based long-term incentive compensation. |
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Net Income Per Share before | Cash Flow from Operations Per Share | |||
American Centrifuge Expenses | before American Centrifuge Expenses | |||
Level | (60%) | (40%) | ||
Maximum (150%) | $2.20/share | $3.31/share | ||
Target (100%) | $1.47/share | $2.21/share | ||
Threshold (0%) | $1.18/share | $1.77/share | ||
Actual Performance (140.2%) | $1.96/share (133.7%) | $3.96/share (150%)* |
* | Performance exceeded the maximum award. |
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Annualized Target | Percentage of Annualized Long-Term Incentive Value | |||||||||||||||
Long-Term Incentive Value | Restricted Stock | Stock Option | Executive | |||||||||||||
Position | (as a Multiple of Base Salary) | Awards | Awards | Incentive Plan | ||||||||||||
CEO | 2.0X | 25 | % | 25 | % | 50 | % | |||||||||
Other named executive officers | 1.3X | 27 | % | 27 | % | 46 | % |
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John R. Hall, Chairman
Joyce F. Brown
James D. Woods
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Change in | ||||||||||||||||||||||||||||||||
Pension | ||||||||||||||||||||||||||||||||
Value and | ||||||||||||||||||||||||||||||||
Non-Qualified | ||||||||||||||||||||||||||||||||
Non-Equity | Deferred | |||||||||||||||||||||||||||||||
Stock | Option | Incentive Plan | Compensation | All Other | ||||||||||||||||||||||||||||
Fiscal | Salary | Awards | Awards | Compensation | Earnings | Compensation | ||||||||||||||||||||||||||
Name and Principal Position | Year | (1) | (2) | (3) | (4) | (5) | (6) | Total | ||||||||||||||||||||||||
John K. Welch | 2006 | $ | 750,000 | $ | 931,392 | $ | 182,934 | $ | 0 | $ | 317,658 | $ | 49,650 | $ | 2,231,634 | |||||||||||||||||
President and CEO | ||||||||||||||||||||||||||||||||
John C. Barpoulis | 2006 | $ | 317,538 | $ | 255,836 | $ | 21,991 | $ | 190,326 | $ | 20,856 | $ | 8,800 | $ | 815,347 | |||||||||||||||||
Senior Vice President and Chief Financial Officer | ||||||||||||||||||||||||||||||||
Ellen C. Wolf | 2006 | $ | 97,717 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 97,717 | |||||||||||||||||
Former Senior Vice President and Chief Financial Officer | ||||||||||||||||||||||||||||||||
Timothy B. Hansen | 2006 | $ | 320,000 | $ | 190,436 | $ | 28,453 | $ | 177,813 | $ | 345,915 | $ | 12,800 | $ | 1,075,417 | |||||||||||||||||
Senior Vice President, General Counsel and Secretary | ||||||||||||||||||||||||||||||||
Philip G. Sewell | 2006 | $ | 401,423 | $ | 338,343 | $ | 91,437 | $ | 352,592 | $ | 695,653 | $ | 0 | $ | 1,879,448 | |||||||||||||||||
Senior Vice President, American Centrifuge and Russian HEU | ||||||||||||||||||||||||||||||||
Robert Van Namen | 2006 | $ | 340,000 | $ | 361,559 | $ | 57,122 | $ | 296,003 | $ | 222,162 | $ | 20,437 | $ | 1,297,283 | |||||||||||||||||
Senior Vice President, Uranium Enrichment |
(1) | Ms. Wolf resigned in February 2006. Her salary amount for 2006 includes payout of all accrued vacation. | |
(2) | The amounts shown in the Stock Awards column represents the compensation cost recognized by us in 2006 related to stock awards to the named executive officers, computed in accordance with SFAS No. 123(R). They include amounts from awards granted in and prior to 2006 and do not include amounts for restricted stock awards made in March 2007 under the Company’s Annual Incentive Program for year ended December 31, 2006. For a discussion of valuation assumptions, see Note 13 to our consolidated financial statements included in our annual report onForm 10-K for the year ended December 31, 2006. | |
(3) | The amounts shown in the Option Awards column represent the compensation cost recognized by us in 2006 related to option awards to the named executive officers, computed in accordance with SFAS No. 123(R). For a discussion of valuation assumptions, see Note 13 to our consolidated financial statements included in our annual report on Form10-K for the year ended December 31, 2006. | |
(4) | The amounts shown in the Non-Equity Incentive Plan Compensation column constitute the cash portion of the annual incentive awards made to each of the named executive officers based on the Compensation Committee’s evaluation of each officer’s performance during the year ended December 31, 2006. The amounts shown include cash amounts earned under the Company’s Annual Incentive Program for the year-ended December 31, 2006 and paid in March 2007. Mr. Welch elected to take his entire annual incentive award for 2006 of $912,533 in restricted stock in lieu of cash and was eligible to receive an incentive payment of restricted stock on the amount he could have taken in cash. Amounts for Messrs. Barpoulis and Hansen represent 65% of their annual incentive award for 2006, with the remainder paid in restricted stock. Messrs. Sewell and Van Namen had satisfied their stock ownership guidelines and elected to take their entire annual incentive award for 2006 in cash and so the amount shown for them represents their entire annual incentive award for 2006. Restricted stock granted to Messrs. Welch, |
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Barpoulis and Hansen for annual incentive awards for the year ended December 31, 2006 was granted in March 2007 and is not shown in the Summary Compensation Table. | ||
(5) | The amounts shown in the Change in Pension Value and Non-Qualified Deferred Compensation earnings column represent the change in the actuarial present value of the named executive officer’s accumulated benefits under the Employees’ Retirement Plan of USEC Inc., the USEC Inc. Pension Restoration Plan and the USEC Inc. 2006 Supplemental Executive Retirement Plan (or, in the case of Mr. Sewell, the 1999 Supplemental Executive Retirement Plan) at December 31, 2006, as compared to December 31, 2005. Because Ms. Wolf resigned in 2006 and was not vested upon her termination of employment, she forfeited all benefits she had accrued under the Employees Retirement Plan of USEC Inc. and the USEC Inc. Pension Restoration Plan. Ms. Wolf did not participate in the USEC Inc. 2006 Supplemental Executive Retirement Plan. | |
(6) | The amounts shown in the All Other Compensation column includes Company matching contributions made under the USEC Savings Program and the 401(k) Restoration Plan. For Ms. Wolf, all Company matching contributions were forfeited in connection with her termination of employment. For Mr. Welch, the amount shown in the All Other Compensation column also includes $19,650 for perquisites and other personal benefits. These perquisites and other personal benefits (none of which exceeded the greater of $25,000 or 10% of the total amount of these benefits for Mr. Welch) include: (a) financial counseling; (b) golf club membership dues; and (c) spouse travel and related expenses. |
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All Other | ||||||||||||||||||||||||||||||||||||
All Other | Option | |||||||||||||||||||||||||||||||||||
Date of | Stock Awards: | Awards: | Exercise | Grant Date | ||||||||||||||||||||||||||||||||
Compensation | Estimated Future | Number of | Number of | or Base | Fair Value | |||||||||||||||||||||||||||||||
Committee | Payouts Under | Shares of | Securities | Price Option | of Stock | |||||||||||||||||||||||||||||||
Grant | Action | Equity Incentive Plan Awards(1) | Stock or | Underlying | Awards | and Option | ||||||||||||||||||||||||||||||
Name | Date | (if different) | Threshold | Target | Maximum | Units | Options | ($/Sh) | Awards | |||||||||||||||||||||||||||
John K. Welch | 2/28/06 | 19,594 | (2) | $ | 243,749 | |||||||||||||||||||||||||||||||
3/28/06 | 31,017 | (3) | $ | 374,996 | ||||||||||||||||||||||||||||||||
3/28/06 | 88,621 | (4) | $ | 12.09 | $ | 381,070 | ||||||||||||||||||||||||||||||
4/24/06 | 142,801 | 178,501 | 214,201 | $ | 2,250,000 | |||||||||||||||||||||||||||||||
John C. Barpoulis | 2/28/06 | 2/06/06 | (5) | 3,522 | (2) | $ | 43,814 | |||||||||||||||||||||||||||||
3/28/06 | 5,710 | (3) | $ | 69,034 | ||||||||||||||||||||||||||||||||
3/28/06 | 8,145 | (4) | $ | 12.09 | $ | 35,024 | ||||||||||||||||||||||||||||||
4/24/06 | 6,569 | 8,211 | 9,853 | $ | 103,500 | |||||||||||||||||||||||||||||||
9/08/06 | 4,133 | (3) | $ | 40,917 | ||||||||||||||||||||||||||||||||
9/08/06 | 19,977 | (4) | $ | 12.09 | $ | 52,939 | ||||||||||||||||||||||||||||||
9/08/06 | 32,273 | 40,341 | 48,409 | $ | 508,500 | |||||||||||||||||||||||||||||||
Ellen C. Wolf | ||||||||||||||||||||||||||||||||||||
Timothy B. Hansen | 3/28/06 | 9,264 | (3) | $ | 112,002 | |||||||||||||||||||||||||||||||
3/28/06 | 26,468 | (4) | $ | 12.09 | $ | 113,812 | ||||||||||||||||||||||||||||||
4/24/06 | 36,557 | 45,696 | 54,835 | $ | 576,000 | |||||||||||||||||||||||||||||||
Philip G. Sewell | 3/28/06 | 11,725 | (3) | $ | 141,755 | |||||||||||||||||||||||||||||||
3/28/06 | 33,499 | (4) | $ | 12.09 | $ | 144,046 | ||||||||||||||||||||||||||||||
4/24/06 | 46,267 | 57,834 | 69,401 | $ | 729,000 | |||||||||||||||||||||||||||||||
Robert Van Namen | 2/28/06 | 2/06/06 | (5) | 8,872 | (2) | $ | 110,368 | |||||||||||||||||||||||||||||
3/28/06 | 9,843 | (3) | $ | 119,002 | ||||||||||||||||||||||||||||||||
3/28/06 | 28,122 | (4) | $ | 12.09 | $ | 120,925 | ||||||||||||||||||||||||||||||
4/24/06 | 38,842 | 48,552 | 58,262 | $ | 612,000 |
(1) | Amounts shown in these columns represent the number of shares that could be earned based on achieving performance goals at the threshold (80%), target (100%) and maximum (120%) level under the Company’s Executive Incentive Plan under the 1999 Equity Incentive Plan with respect to the performance period March 1, 2006 to December 31, 2008. No awards will be made or shares will be earned until the end of the performance period and the actual number of shares earned will be based upon performance against the performance goals. There are three performance goals for the March 1, 2006 to December 31, 2008 performance period. The first, weighted 30%, is USEC’s gross profit for 2008 as measured against internal targets. The second, weighted 20%, is USEC’s total shareholder return for the period as measured against the S&P 500 total shareholder return (without dividends). The third, weighted 50%, is specific business performance targets related to achieving USEC’s internal goals relating to the American Centrifuge program. Please see the Compensation Discussion and Analysis for more information regarding the Executive Incentive Plan and the 2006 awards and performance measures. | |
(2) | Includes shares of restricted stock granted to the named executive officers in 2006 under the Company’s Annual Incentive Program under the Company’s 1999 Equity Incentive Plan based on performance against corporate and individual performance goals in 2005. These shares vested on February 28, 2007. | |
(3) | Includes shares of restricted stock granted to the named executive officers in 2006 under the Company’s Long Term Incentive Program under the 1999 Equity Incentive Plan. These shares will vest ratably over three years from the date of grant. The shares of restricted stock granted to Mr. Barpoulis on September 8, 2006 will vest on the same schedule as the shares granted on March 28, 2006, which vest ratably over three years from March 28, 2006. |
34
(4) | Includes non-qualified stock options granted to the named executive officers in 2006 under the Company’s Long Term Incentive Program under the 1999 Equity Incentive Plan. These options will vest ratably over three years from the date of grant. The options granted to Mr. Barpoulis on September 8, 2006 will vest on the same schedule as the options granted on March 28, 2006. | |
(5) | These annual incentive awards were made by the Compensation Committee, effective as of a later date following the release of the Company’s audited financial results. |
Option Awards | Stock Awards | |||||||||||||||||||||||||||||||
Equity | ||||||||||||||||||||||||||||||||
Equity | Incentive | |||||||||||||||||||||||||||||||
Incentive | Plan Awards: | |||||||||||||||||||||||||||||||
Plan Awards: | Market or | |||||||||||||||||||||||||||||||
Number of | Payout | |||||||||||||||||||||||||||||||
Number of | Number of | Market | Unearned | Value of | ||||||||||||||||||||||||||||
Securities | Securities | Number of | Value of | Shares, | Unearned | |||||||||||||||||||||||||||
Underlying | Underlying | Shares or | Shares or | Units or | Shares, Units or | |||||||||||||||||||||||||||
Unexercised | Unexercised | Option | Option | Units of Stock | Units of Stock | Other Rights | Other Rights | |||||||||||||||||||||||||
Options | Options | Exercise | Expiration | That Have | That Have | That Have | That Have | |||||||||||||||||||||||||
Name | Exercisable | Unexercisable | Price | Date | Not Vested | Not Vested | Not Vested | Not Vested | ||||||||||||||||||||||||
John K. Welch | 33,333 | 66,667 | (1) | $ | 11.00 | 10/03/10 | 50,611 | (2) | $ | 643,772 | 142,801 | (3) | $ | 1,816,429 | ||||||||||||||||||
88,621 | (4) | $ | 12.09 | 3/28/11 | ||||||||||||||||||||||||||||
John C. Barpoulis | 8,655 | $ | 13.98 | 5/04/10 | 16,827 | (5) | $ | 214,039 | 38,842 | (3) | $ | 494,070 | ||||||||||||||||||||
28,122 | (4) | $ | 12.09 | 3/28/11 | ||||||||||||||||||||||||||||
Ellen C. Wolf | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Timothy B. Hansen | 26,468 | (4) | $ | 12.09 | 3/28/11 | 9,264 | (6) | $ | 117,838 | 36,557 | (3) | $ | 465,005 | |||||||||||||||||||
Philip G. Sewell | 59,300 | $ | 8.50 | 7/31/11 | 19,706 | (7) | $ | 250,660 | 46,267 | (3) | $ | 588,516 | ||||||||||||||||||||
48,142 | $ | 7.02 | 8/7/12 | |||||||||||||||||||||||||||||
50,000 | $ | 7.00 | 8/6/13 | |||||||||||||||||||||||||||||
35,942 | 17,971 | (8) | $ | 8.05 | 2/10/09 | |||||||||||||||||||||||||||
26,708 | $ | 16.90 | 3/23/10 | |||||||||||||||||||||||||||||
33,499 | (4) | $ | 12.09 | 3/28/11 | ||||||||||||||||||||||||||||
Robert Van Namen | 36,000 | $ | 8.50 | 7/31/11 | 25,317 | (9) | $ | 322,032 | 38,842 | (3) | $ | 494,070 | ||||||||||||||||||||
18,000 | $ | 7.00 | 8/6/13 | |||||||||||||||||||||||||||||
29,714 | 14,857 | (8) | $ | 8.05 | 2/10/09 | |||||||||||||||||||||||||||
23,775 | $ | 16.90 | 3/23/10 | |||||||||||||||||||||||||||||
28,122 | (4) | $ | 12.09 | 3/28/11 |
(1) | These stock options will vest 50% on October 3, 2007 and 50% on October 3, 2008. | |
(2) | Shares of restricted stock vest as follows: 19,594 shares with a vesting date of February 28, 2007; 10,339 shares with a vesting date of March 28, 2007; 10,339 shares with a vesting date of March 28, 2008; and 10,339 shares with a vesting date of March 28, 2009. | |
(3) | Represents the number of shares to be earned based on achieving threshold performance goals under the Company’s Executive Incentive Plan with respect to the performance period March 1, 2006 to December 31, 2008. No awards will be made or shares will be earned until the end of the performance period and the actual number of shares earned will be based upon performance against the performance goals. Please see the Compensation Discussion and Analysis for more information regarding the Executive Incentive Plan. | |
(4) | Stock options vest at the rate of 331/3% per year, with vesting dates of March 28, 2007, March 28, 2008 and March 28, 2009. |
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(5) | Shares of restricted stock vest as follows: 1,731 shares with a vesting date of May 4, 2007; 1,731 shares with a vesting date of May 4, 2008; 3,522 shares with a vesting date of February 28, 2007; 3,281 shares with a vesting date of March 28, 2007; 3,281 shares with a vesting date of March 28, 2008; and 3,281 shares with a vesting date of March 28, 2009. | |
(6) | Shares of restricted stock vest as follows: 3,088 shares with a vesting date of March 28, 2007; 3,088 shares with a vesting date of March 28, 2008; and 3,088 shares with a vesting date of March 28, 2009. | |
(7) | Shares of restricted stock vest as follows: 3,595 shares with a vesting date of February 10, 2007; 1,781 shares with a vesting date of March 23, 2007; 3,908 shares with a vesting date of March 28, 2007; 824 shares with a vesting date of April 28, 2007; 1,781 shares with a vesting date of March 23, 2008; 3,908 shares with a vesting date of March 28, 2008; and 3,909 shares with a vesting date of March 28, 2009. | |
(8) | These stock options vested on February 10, 2007. | |
(9) | Shares of restricted stock vest as follows: 2,972 shares with a vesting date of February 10, 2007; 8,872 shares with a vesting date of February 28, 2007; 1,585 shares with a vesting date of March 23, 2007; 3,281 shares with a vesting date of March 28, 2007; 460 shares with a vesting date of April 28, 2007; 1,585 shares with a vesting date of March 23, 2008; 3,281 shares with a vesting date of March 28, 2008; and 3,281 shares with a vesting date of March 28, 2009. |
Option Awards | Stock Awards | |||||||||||||||
Number of Shares | Value Realized on | Number of Shares | Value Realized on | |||||||||||||
Name | Acquired on Exercise | Exercise(1) | Acquired on Vesting | Vesting(2) | ||||||||||||
John K. Welch | — | — | — | — | ||||||||||||
John C. Barpoulis | — | — | 1,731 | $ | 24,632 | |||||||||||
Ellen C. Wolf | 52,753 | $ | 239,428 | 5,275 | $ | 64,091 | ||||||||||
Timothy B. Hansen | — | — | — | — | ||||||||||||
Philip G. Sewell | 70,000 | $ | 450,642 | 11,435 | $ | 136,933 | ||||||||||
Robert Van Namen | 36,000 | $ | 205,524 | 9,735 | $ | 116,327 |
(1) | Amounts reflect the differences between the exercise price of the stock option and the market price at the time of exercise. | |
(2) | Amounts reflect the market value of the stock on the day the stock vested. |
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Present Value of | ||||||||||||
Number of Years of | Accumulated | Payments During | ||||||||||
Name | Plan Name | Credited Service | Benefit(1) | Last Fiscal Year | ||||||||
John K. Welch | Retirement Plan | 1 yr. 3 mos. | $ | 55,864 | $ | 0 | ||||||
Pension Restoration Plan | 1 yr. 3 mos. | $ | 156,128 | $ | 0 | |||||||
2006 SERP | 1 yr. 3 mos. | $ | 219,090 | $ | 0 | |||||||
John C. Barpoulis | Retirement Plan | 1 yr. 9 mos. | $ | 31,385 | $ | 0 | ||||||
Pension Restoration Plan | 1 yr. 9 mos. | $ | 12,770 | $ | 0 | |||||||
2006 SERP | 1 yr. 9 mos. | $ | 0 | $ | 0 | |||||||
Ellen C. Wolf | — | — | — | $ | 0 | |||||||
Timothy B. Hansen | Retirement Plan | 12 yrs. 10 mos. | $ | 156,335 | $ | 0 | ||||||
Pension Restoration Plan | 12 yrs. 10 mos. | $ | 155,318 | $ | 0 | |||||||
2006 SERP | 12 yrs. 6 mos. | $ | 327,714 | (2) | $ | 0 | ||||||
Philip G. Sewell | Retirement Plan | 5 yrs. 7 mos. | $ | 199,301 | $ | 0 | ||||||
Pension Restoration Plan | 5 yrs. 7 mos. | $ | 389,345 | $ | 0 | |||||||
1999 SERP | 5 yrs. 7 mos. | $ | 3,138,146 | $ | 0 | |||||||
Robert Van Namen | Retirement Plan | 8 yrs. | $ | 110,823 | $ | 0 | ||||||
Pension Restoration Plan | 8 yrs. | $ | 187,936 | $ | 0 | |||||||
2006 SERP | 8 yrs. | $ | 141,805 | $ | 0 |
(1) | In determining the present value of each participant’s pension benefit, a 5.75% discount rate is assumed. An interest rate of 6.47% is used in converting 2006 SERP annuities into lump sums, which is consistent with plan provisions, reflecting the un-annualized Moody’s Aa index bond yield of 5.72% plus 75 basis points. In calculating mortality for annuities, the RP 2000 unisex static table with a white collar adjustment is used, projected to 2015 with Scale AA phased out linearly to zero over the projected15-year term. | |
(2) | The present value of Mr. Hansen’s accumulated benefit under the 2006 SERP as of December 31, 2006 reflects the assumed payment of an annual incentive at target of $224,000 for the 2005 and 2004 calendar years. Mr. Hansen was on part-time status for most of 2005 and agreed to forego his 2005 annual incentive. In 2004, he received a prorated bonus (due to his temporarily leaving the Company before the end of the year) at an annualized rate of $224,000. This adjustment increased the present value of Mr. Hansen’s 2006 SERP benefit at December 31, 2006 by $185,473. Mr. Hansen joined the Company in May 1994. Mr. Hansen’s credited service under the 2006 SERP is based on completed years and months of service with the Company. The calculation of the credited service under the Retirement Plan and the Pension Restoration Plan as of December 31, 2006 includes a full year of credit for 1994 in accordance with the plan provisions. |
• | Regular Formula: The monthly benefit under the “Regular Formula” is calculated as 1.2% of final average monthly compensation (base salary plus annual bonus) times years and months of credited service plus $110. There are no offsets to this benefit. | |
• | Alternate Formula: The monthly benefit under the “Alternate Formula” is calculated as 1.5% of final average monthly compensation (base salary plus annual bonus) times years and months of credited |
37
service minus 1.5% times actual or projected monthly primary social security benefit times years and months of credited service up to 331/3 years (up to a maximum of 50% of the actual or projected monthly social security benefit). |
• | Minimum Formula: The monthly benefit under the “Minimum Formula” is calculated as $5 multiplied by the first ten years and months of credited service, plus $7 multiplied by the next ten years and months of credited service, plus $9 times the years and months of credited service in excess of 20 years, plus 10% of the final average monthly compensation as calculated under the Regular Formula plus $110. There are no offsets to this benefit. |
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Executive | Registrant | Aggregate | Aggregate | Aggregate | ||||||||||||||||
Contributions | Contributions | Earnings | Withdrawals/ | Balance | ||||||||||||||||
Name | in Last FY(1) | in Last FY(2) | in Last FY(3) | Distributions(4) | at Last FYE(5) | |||||||||||||||
John K. Welch | $ | 22,500 | $ | 21,200 | $ | 1,082 | $ | 0 | $ | 109,806 | ||||||||||
John C. Barpoulis | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||
Timothy B. Hansen | $ | 1,000 | $ | 4,000 | $ | 6,175 | $ | 0 | $ | 72,890 | ||||||||||
Ellen C. Wolf | $ | 11,058 | $ | 2,231 | $ | 3,709 | $ | 418,434 | — | |||||||||||
Philip G. Sewell | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 160,779 | ||||||||||
Robert Van Namen | $ | 9,524 | $ | 11,637 | $ | 8,340 | $ | 0 | $ | 223,436 |
(1) | Amount represents executive’s contributions to the USEC Inc. 401(k) Restoration Plan. These amounts are also included in the Summary Compensation Table in the Salary column. | |
(2) | Amount represents the Company’s contributions to the USEC Inc. 401(k) Restoration Plan. These amounts are also included in the Summary Compensation Table in the All Other Compensation column, except that for Ms. Wolf this amount was forfeited in February 2006 in connection with her termination of employment, and so is not included in the Summary Compensation Table. | |
(3) | Amount represents earnings on the USEC Inc. 401(k) Restoration Plan during 2006. | |
(4) | Amount includes the payout in connection with Ms. Wolf’s termination of employment of restricted stock units having a value of $272,941. These restricted stock units were previously earned under the Company’s three-year restricted stock unit program for a performance period ended June 30, 2004, with payment deferred until termination of employment. Also includes payout of Ms. Wolf’s balance of $145,493 under the USEC Inc. 401(k) Restoration Plan. | |
(5) | Amount includes the aggregate balance for each of the following named executive officers as of December 31, 2006 under the USEC Inc. 401(k) Restoration Plan: Mr. Welch, $44,781; Mr. Hansen, $53,066; and Mr. Van Namen, $90,517. Also includes amounts payable to each of the following named executive officers on July 1, 2007, provided that they are employed by the Company on July 1, 2007 or have been terminated by the Company other than for cause: Mr. Welch, $65,025; Mr. Hansen, $19,824; Mr. Sewell, $160,779; and Mr. Van Namen, $132,919. These amounts are payable under a performance program terminated in March 2006 (as discussed in the Compensation Discussion and Analysis) and are subject to the terms of the 1999 Equity Incentive Plan. |
39
• | his current base salary and a pro-rated share of his current annual incentive (at target) up to the date of termination; | |
• | a cash severance payment equal to one year’s base salary at his current rate and an amount equal to the average of his last three year’s annual incentive awards (both cash and restricted stock); and | |
• | continuation of medical and dental coverage as well as life insurance paid for by the Company for one year after termination (or until he receives similar coverage from a subsequent employer, whichever occurs first). |
• | A cash lump sum payment of his unpaid base salary through the date of termination, plus all other amounts to which he was entitled under any of the Company’s compensation or benefit plans under the terms of such plans. | |
• | A cash lump sum payment equal to 2.5 times the sum of the executive’s annual base salary as in effect on the date of termination and the average of the three most recent annual incentive bonuses paid to the executive prior to the date of termination (whether paid in the form of cash or in grants of restricted stock). Any annual incentive bonus paid to an executive during the prior three years that was pro-rated or otherwise adjusted because the executive was not employed by the Company during the entire period to which the bonus related is annualized for purposes of the calculation of the executive’s average bonus. If the executive has experienced a change in position that has affected the executive’s annual bonus opportunity, any annual bonus paid to the executive with respect to a period prior to the change in position is not included in the calculation of the executive’s average bonus. If the executive has not been paid at least three annual bonuses prior to the date of termination that are includable in the calculation of the executive’s average bonus, the executive’s average bonus is an amount equal to the average of such lesser number of annual bonuses. If the executive has not been paid at least one annual bonus prior to the date of termination that is includable in the calculation of the executive’s average bonus, the executive’s average bonus is an amount equal to the executive’s annual target bonus as in effect on the date of termination. | |
• | Continuation of medical and similar benefits for 2.5 years following the change in control, or, if sooner, until he is covered by comparable programs of a subsequent employer (and reduced to the extent he receives comparable benefits). | |
• | Two and one-half additional years of service for purposes of vesting, eligibility and benefit accrual under the Company’s retirement plans. | |
• | In the event the executive receives payments that would subject him to any federal excise tax due under section 4999 of the Internal Revenue Code, he would also receive a cash payment equal to the amount |
40
of such excise tax. The calculation of the 280Ggross-up amount in the tables below is based upon a 280G excise tax rate of 20% and a 35% income tax rate. |
41
Involuntary | ||||||||||||||||||||||||||||
or Good | ||||||||||||||||||||||||||||
Reason | ||||||||||||||||||||||||||||
Executive Benefits | Early | Normal | Involuntary | Involuntary | Termination | |||||||||||||||||||||||
and Payments | Voluntary | Retirement | Retirement | Not for Cause | For Cause | (Change | Death or | |||||||||||||||||||||
Upon Termination | Termination | (1) | (1) | Termination | Termination | in Control) | Disability | |||||||||||||||||||||
Severance Payments(2) | $ | 0 | $ | 0 | $ | 0 | $ | 1,500,000 | $ | 0 | $ | 4,312,500 | $ | 0 | ||||||||||||||
Stock Options (unvested | ||||||||||||||||||||||||||||
and accelerated) | $ | 0 | $ | 0 | $ | 0 | $ | 170,498 | $ | 0 | $ | 170,498 | $ | 170,498 | ||||||||||||||
Restricted Stock | $ | 0 | $ | 0 | $ | 0 | $ | 643,772 | $ | 0 | $ | 643,772 | $ | 643,772 | ||||||||||||||
Executive Incentive Plan(3) | $ | 0 | $ | 0 | $ | 0 | $ | 667,804 | $ | 0 | $ | 2,270,533 | $ | 667,804 | ||||||||||||||
Strategic Incentive Plan | $ | 0 | $ | 0 | $ | 0 | $ | 65,025 | $ | 0 | $ | 65,025 | $ | 65,025 | ||||||||||||||
Retirement Plan(4) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||
Pension Restoration(4) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||
401(k) Restoration(5) | $ | 0 | $ | 0 | $ | 0 | $ | 21,200 | $ | 0 | $ | 21,200 | $ | 21,200 | ||||||||||||||
2006 SERP(6) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 2,221,642 | $ | 2,221,642 | ||||||||||||||
280G TaxGross-up | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 2,106,554 | $ | 0 | ||||||||||||||
Continuing Benefits(7) | $ | 0 | $ | 0 | $ | 0 | $ | 15,388 | $ | 0 | $ | 38,471 | $ | 0 | ||||||||||||||
Total | $ | 0 | $ | 0 | $ | 0 | $ | 3,083,687 | $ | 0 | $ | 11,850,195 | $ | 3,789,941 | ||||||||||||||
Involuntary | ||||||||||||||||||||||||||||
or Good | ||||||||||||||||||||||||||||
Reason | ||||||||||||||||||||||||||||
Executive Benefits | Early | Normal | Involuntary | Involuntary | Termination | |||||||||||||||||||||||
and Payments | Voluntary | Retirement | Retirement | Not for Cause | For Cause | (Change | Death or | |||||||||||||||||||||
Upon Termination | Termination | (1) | (1) | Termination | Termination | in Control) | Disability | |||||||||||||||||||||
Severance Payments(2) | $ | 0 | $ | 0 | $ | 0 | $ | 578,000 | $ | 0 | $ | 1,445,000 | $ | 0 | ||||||||||||||
Stock Options (unvested and accelerated) | $ | 0 | $ | 0 | $ | 0 | $ | 17,717 | $ | 0 | $ | 17,717 | $ | 17,717 | ||||||||||||||
Restricted Stock | $ | 0 | $ | 0 | $ | 0 | $ | 214,039 | $ | 0 | $ | 214,039 | $ | 214,039 | ||||||||||||||
Executive Incentive Plan(3) | $ | 0 | $ | 0 | $ | 0 | $ | 181,642 | $ | 0 | $ | 617,581 | $ | 181,642 | ||||||||||||||
Strategic Incentive Plan | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||
Retirement Plan(4) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||
Pension Restoration(4) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||
401(k) Restoration | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||
2006 SERP(6) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 309,511 | $ | 126,869 | ||||||||||||||
280G TaxGross-up | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 529,554 | $ | 0 | ||||||||||||||
Continuing Benefits(7) | $ | 0 | $ | 0 | $ | 0 | $ | 19,473 | $ | 0 | $ | 48,683 | $ | 0 | ||||||||||||||
Total | $ | 0 | $ | 0 | $ | 0 | $ | 1,010,871 | $ | 0 | $ | 3,182,085 | $ | 540,267 | ||||||||||||||
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Voluntary | ||||
Executive Benefits and Payments Upon Termination | Termination | |||
Severance Payments | $ | 0 | ||
Stock Options (unvested and accelerated) | $ | 0 | ||
Restricted Stock | $ | 0 | ||
Strategic Incentive Plan | $ | 0 | ||
Qualified Pension | $ | 0 | ||
Pension Restoration | $ | 0 | ||
401(k) Restoration | $ | 0 | ||
Continuing Benefits | $ | 0 | ||
Total | $ | 0 | ||
Involuntary | ||||||||||||||||||||||||||||
or Good | ||||||||||||||||||||||||||||
Reason | ||||||||||||||||||||||||||||
Executive Benefits | Early | Normal | Involuntary | Involuntary | Termination | |||||||||||||||||||||||
and Payments | Voluntary | Retirement | Retirement | Not for Cause | For Cause | (Change | Death or | |||||||||||||||||||||
Upon Termination | Termination | (1) | (1) | Termination | Termination | in Control) | Disability | |||||||||||||||||||||
Severance Payments(2) | $ | 0 | $ | 0 | $ | 0 | $ | 544,000 | $ | 0 | $ | 1,352,793 | $ | 0 | ||||||||||||||
Stock Options (unvested and accelerated) | $ | 0 | $ | 0 | $ | 0 | $ | 16,675 | $ | 0 | $ | 16,675 | $ | 16,675 | ||||||||||||||
Restricted Stock | $ | 0 | $ | 0 | $ | 0 | $ | 117,838 | $ | 0 | $ | 117,838 | $ | 117,838 | ||||||||||||||
Executive Incentive Plan(3) | $ | 0 | $ | 0 | $ | 0 | $ | 170,957 | $ | 0 | $ | 581,253 | $ | 170,957 | ||||||||||||||
Strategic Incentive Plan | $ | 0 | $ | 0 | $ | 0 | $ | 19,824 | $ | 0 | $ | 19,824 | $ | 19,824 | ||||||||||||||
Retirement Plan(4) | $ | 36,448 | $ | 0 | $ | 0 | $ | 36,448 | $ | 36,448 | $ | 36,448 | $ | 9,112 | (8) | |||||||||||||
Pension Restoration(4) | $ | 36,847 | $ | 0 | $ | 0 | $ | 36,847 | $ | 36,847 | $ | 51,777 | (9) | $ | 9,212 | (8) | ||||||||||||
401(k) Restoration(5) | $ | 4,000 | $ | 0 | $ | 0 | $ | 4,000 | $ | 0 | $ | 4,000 | $ | 4,000 | ||||||||||||||
2006 SERP(6) | $ | 745,498 | $ | 0 | $ | 0 | $ | 745,498 | $ | 0 | $ | 913,198 | $ | 328,425 | ||||||||||||||
280G TaxGross-up | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||
Continuing Benefits(7) | $ | 0 | $ | 0 | $ | 0 | $ | 18,099 | $ | 0 | $ | 45,249 | $ | 0 | ||||||||||||||
Total(10) | — | $ | 0 | $ | 0 | — | — | — | — | |||||||||||||||||||
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Involuntary | ||||||||||||||||||||||||||||
or Good | ||||||||||||||||||||||||||||
Reason | ||||||||||||||||||||||||||||
Executive Benefits | Early | Normal | Involuntary | Involuntary | Termination | |||||||||||||||||||||||
and Payments | Voluntary | Retirement | Retirement | Not for Cause | For Cause | (Change | Death or | |||||||||||||||||||||
Upon Termination | Termination | (1) | (1) | Termination | Termination | in Control) | Disability | |||||||||||||||||||||
Severance Payments(2) | $ | 0 | $ | 0 | $ | 0 | $ | 697,992 | $ | 0 | $ | 1,715,100 | $ | 0 | ||||||||||||||
Stock Options (unvested and accelerated) | $ | 0 | $ | 0 | $ | 0 | $ | 105,029 | $ | 0 | $ | 105,029 | $ | 105,029 | ||||||||||||||
Restricted Stock | $ | 0 | $ | 250,660 | $ | 0 | $ | 250,660 | $ | 0 | $ | 250,660 | $ | 250,660 | ||||||||||||||
Executive Incentive Plan(3) | $ | 0 | $ | 0 | $ | 0 | $ | 216,367 | $ | 0 | $ | 735,649 | $ | 216,367 | ||||||||||||||
Strategic Incentive Plan | $ | 0 | $ | 0 | $ | 0 | $ | 160,779 | $ | 0 | $ | 160,779 | $ | 160,779 | ||||||||||||||
Retirement Plan(4) | $ | 16,792 | $ | 16,792 | $ | 0 | $ | 17,992 | $ | 16,792 | $ | 17,992 | $ | 8,396 | ||||||||||||||
Pension Restoration(4) | $ | 32,804 | $ | 32,804 | $ | 0 | $ | 35,148 | $ | 32,804 | $ | 58,592 | $ | 16,402 | ||||||||||||||
401(k) Restoration | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||
1999 SERP(11) | $ | 288,798 | $ | 288,798 | $ | 0 | $ | 285,253 | $ | 0 | $ | 261,810 | $ | 144,399 | ||||||||||||||
280G TaxGross-up | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 466,231 | $ | 0 | ||||||||||||||
Continuing Benefits(7) | $ | 0 | $ | 0 | $ | 0 | $ | 1,701 | $ | 0 | $ | 4,253 | $ | 0 | ||||||||||||||
Total(10) | — | — | $ | 0 | — | — | — | — | ||||||||||||||||||||
Involuntary | ||||||||||||||||||||||||||||
or Good | ||||||||||||||||||||||||||||
Reason | ||||||||||||||||||||||||||||
Executive Benefits | Early | Normal | Involuntary | Involuntary | Termination | |||||||||||||||||||||||
and Payments | Voluntary | Retirement | Retirement | Not for Cause | For Cause | (Change | Death or | |||||||||||||||||||||
Upon Termination | Termination | (1) | (1) | Termination | Termination | in Control) | Disability | |||||||||||||||||||||
Severance Payments(2) | $ | 0 | $ | 0 | $ | 0 | $ | 600,410 | $ | 0 | $ | 1,529,036 | $ | 0 | ||||||||||||||
Stock Options (unvested and accelerated) | $ | 0 | $ | 0 | $ | 0 | $ | 87,099 | $ | 0 | $ | 87,099 | $ | 87,099 | ||||||||||||||
Restricted Stock | $ | 0 | $ | 0 | $ | 0 | $ | 322,032 | $ | 0 | $ | 322,032 | $ | 322,032 | ||||||||||||||
Executive Incentive Plan(3) | $ | 0 | $ | 0 | $ | 0 | $ | 181,642 | $ | 0 | $ | 617,581 | $ | 181,642 | ||||||||||||||
Strategic Incentive Plan | $ | 0 | $ | 0 | $ | 0 | $ | 132,919 | $ | 0 | $ | 132,919 | $ | 132,919 | ||||||||||||||
Retirement Plan(4) | $ | 22,642 | $ | 0 | $ | 0 | $ | 22,642 | $ | 22,642 | $ | 22,642 | $ | 10,223 | (8) | |||||||||||||
Pension Restoration(4) | $ | 39,102 | $ | 0 | $ | 0 | $ | 39,102 | $ | 39,102 | $ | 58,397 | (9) | $ | 17,655 | (8) | ||||||||||||
401(k) Restoration(5) | $ | 11,637 | $ | 0 | $ | 0 | $ | 11,637 | $ | 0 | $ | 11,637 | $ | 11,637 | ||||||||||||||
2006 SERP(6) | $ | 348,428 | $ | 0 | $ | 0 | $ | 348,428 | $ | 0 | $ | 488,331 | $ | 179,695 | ||||||||||||||
280G TaxGross-up | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 489,004 | $ | 0 | ||||||||||||||
Continuing Benefits(7) | $ | 0 | $ | 0 | $ | 0 | $ | 19,473 | $ | 0 | $ | 46,683 | $ | 0 | ||||||||||||||
Total(10) | — | $ | 0 | $ | 0 | — | — | — | — | |||||||||||||||||||
(1) | Messrs. Welch, Barpoulis, Hansen and Van Namen are not eligible for normal retirement or early retirement under any of the Company’s retirement programs as of December 31, 2006. Accordingly, no amounts are shown in the tables above in the columns Early Retirement or Normal Retirement for Messrs. Welch, Hansen and Van Namen. | |
Mr. Sewell is eligible to commence an immediate reduced retirement benefit as of December 31, 2006. In the case of involuntary not for cause termination, his retirement benefit is unreduced due to enhanced eligibility requirements for involuntary termination. | ||
(2) | In calculating the Severance Payment payable upon involuntary not for cause termination under the Company’s severance policy for executive officers, the calculation of the final average bonuses for the named |
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executive officers included each executive’s 2006 target annual incentive bonus because annual incentive bonuses for 2006 had not been determined as of December 31, 2006. In addition, for Messrs. Welch, Barpoulis and Hansen, bonuses prior to 2006 were not included in the calculation because the executive either did not receive a bonus or received only a partial bonus or experienced a change in position that altered his bonus opportunity. | ||
In calculating the Severance Payment under the executives’ change in control agreements, the final average bonuses for the named executive officers were calculated using the average of any bonuses paid in 2005, 2004 and 2003. Pro-rated bonuses were annualized for purposes of this calculation and any bonus received prior to a change in position was excluded. | ||
(3) | Under the terms of the Executive Incentive Plan, if an executive is terminated by the Company other than for cause, he will receive a pro-rated award based on the period of time in which he was in the plan. Accordingly, amounts in the column Involuntary Not For Cause Termination reflect target awards under the Executive Incentive Plan pro-rated to reflect participation during 10 months of the 34 month performance period. Amounts in the column Involuntary or Good Reason Termination (Change in Control) reflect a target award with no pro-ration. | |
(4) | Messrs. Welch and Barpoulis are not vested under the Retirement Plan or the Pension Restoration. Messrs. Hansen, Sewell and Van Namen are vested under the Retirement Plan and the Pension Restoration. Amounts shown are the annual benefits payable in a life annuity form. However, Messrs. Hansen and Van Namen are not eligible to commence payment under either plan and so the amounts shown for Messrs. Hansen and Van Namen show the annual benefits with an age 65 commencement, payable as a life annuity. | |
(5) | Represents Company match contributions to Messrs. Welch, Hansen and Van Namen under the 401(k) Restoration. Vested contributions are payable in cash upon termination of employment. Vesting is accelerated upon an involuntary not for cause termination, a change in control or termination for death or disability. Mr. Welch is not vested in the 401(k) Restoration as of December 31, 2006. | |
(6) | Messrs. Welch and Barpoulis are not vested under the USEC Inc. 2006 Supplemental Executive Retirement Plan except in the case of a change in control or death or disability. Messrs. Hansen and Van Namen are vested under the 2006 SERP. Messrs. Hansen and Van Namen are ineligible to commence payment so their amounts represent their accrued benefits with an age 55 lump sum payment. Mr. Hansen’s final average earnings under the 2006 SERP include an assumed annual incentive of $224,000 for the 2005 and 2004 calendar years. Accrued SERP benefits are forfeited upon a termination for cause. | |
The 2006 SERP provides for a minimum benefit objective of 10% of final average pay (20% in the case of Mr. Welch) in the case of a change in control or death or disability. Death benefits reflect an actuarial reduction from age 55 to current age. | ||
Amounts for all executives represent accrued benefits payable in lump sum form, with an assumed discount rate of 6.47%. | ||
(7) | Includes continuation of medical, dental and life insurance benefits for a period of (a) one year following termination of employment in the case of an involuntary not for cause termination, and (b) 2.5 years following termination of employment in the case of a change in control. Amounts vary by executive based on their specific benefit elections. | |
(8) | Amounts for Messrs. Hansen, Sewell and Van Namen represent survivor annuity benefits. Messrs. Hansen and Sewell’s spouses would be eligible to commence survivor benefits immediately, however, Mr. Hansen’s survivor annuity benefit is reduced and reflects a 25% accrued benefit minimum. Mr. Sewell’s survivor benefit is the 50% survivor portion of a joint and survivor annuity. Mr. Van Namen’s survivor is ineligible to commence immediate benefit because Mr. Van Namen has less than ten years of service. An age 65 survivor benefit is included for Mr. Van Namen, which is the 50% survivor portion of a joint and survivor annuity, reflecting a contingent annuitant adjustment. | |
In the case of disability, Messrs. Hansen and Van Namen would continue to accrue service during periods of disability rather than commence a retirement benefit. |
45
(9) | Change in control agreements provide for an additional 2.5 years of service for vesting, eligibility and benefit accrual for the Pension Restoration. Accordingly, amount reflects gross benefit with 2.5 year service enhancement, less accrued benefit under the Retirement Plan. For Mr. Sewell, in the case of involuntary termination in connection with a change in control, his amount is unreduced because under the Retirement Plan and the Pension Restoration, if an employee is terminated by the Company other than for cause, the employee receives an additional two years of credit for eligibility purposes, which for Mr. Sewell would make him eligible for an unreduced retirement benefit. | |
(10) | No total has been included because amounts payable to Messrs. Hansen, Sewell and Van Namen under the Retirement Plan and the Pension Restoration in the tables above are shown in the form of an annual benefit payable in a life annuity form (not a lump sum payment). | |
(11) | Mr. Sewell is vested under the USEC Inc. 1999 Supplemental Executive Retirement Plan. Amount represents accrued benefits payable in life annuity form. Mr. Sewell is eligible to commence an immediate, reduced benefit. Accrued 1999 SERP benefits are forfeited upon a termination for cause. |
46
Amount Billed | Amount Billed | |||||||
for Year-Ended | for Year-Ended | |||||||
Type of Fee | December 31, 2006 | December 31, 2005 | ||||||
(In thousands) | (In thousands) | |||||||
Audit Fees(1) | $ | 1,213 | $ | 1,351 | ||||
Audit-Related Fees(2) | $ | 13 | $ | 33 | ||||
Tax Fees(3) | $ | 108 | $ | 20 | ||||
All Other Fees(4) | $ | 3 | $ | 4 | ||||
Total | $ | 1,337 | $ | 1,408 | ||||
(1) | Primarily audits of the financial statements for both periods and internal control over financial reporting; reviews of quarterly financial statements for both periods; and restatement of financial statements in 2005 for 2004 and prior years. | |
(2) | Primarily compliance report for utility uranium pricing in 2005. | |
(3) | Primarily services related to selected tax projects for both periods and IRS audit assistance for both periods. | |
(4) | Service fee for access to electronic publication. |
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Michael H. Armacost
Joseph T. Doyle
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![-s- TIMOTHY HANSEN](https://capedge.com/proxy/DEF 14A/0000950133-07-001220/w31219dew3121902.gif)
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000004 | 000000000.000000 ext 000000000.000000 ext | |||||||||||
000000000.000000 ext 000000000.000000 ext | ||||||||||||
000000000.000000 ext 000000000.000000 ext | ||||||||||||
![]() | MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 ![]() | Electronic Voting Instructions You can vote by Internet or telephone! Available 24 hours a day, 7 days a week! Instead of mailing your proxy, you may choose one of the two voting methods outlined below to vote your proxy. VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. Proxies submitted by the Internet or telephone must be received by 1:00 a.m., Eastern Daylight Time, on April 26, 2007. | ||||||||||
![]() | Vote by Internet • Log on to the Internet and go to www.investorvote.com | |||||||||||
• Follow the steps outlined on the secured website. | ||||||||||||
![]() | Vote by telephone • Call toll free 1-800-652-VOTE (8683) within the United States, Canada & Puerto Rico any time on a touch tone telephone. There isNO CHARGEto you for the call. | |||||||||||
• Follow the instructions provided by the recorded message. | ||||||||||||
Using ablack ink pen, mark your votes with an Xas shown in this example. Please do not write outside the designated areas. | x |
Annual Meeting Proxy Card | ![]() | C0123456789 | 12345 | |||||
A | Proposals — The Board of Directors recommends a voteFOR each of the listed nominees and FOR Proposal 2. | |||||||||||||||||
1. Election of Directors: | For | Withhold | For | Withhold | For | Withhold | + | |||||||||||
01 - James R. Mellor | o | o | 02 - Michael H. Armacost | o | �� | o | 03 - Joyce F. Brown | o | o | |||||||||
04 - Joseph T. Doyle | o | o | 05 - John R. Hall | o | o | 06 - W. Henson Moore | o | o | ||||||||||
07 - Joseph F. Paquette, Jr. | o | o | 08 - John K. Welch | o | o |
For | Against | Abstain | |||||||
2. | To ratify the appointment of PricewaterhouseCoopers LLP as USEC’s independent auditors for 2007. | o | o | o |
B | Non-Voting Items | |||
Change of Address— Please print new address below. | ||||
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C | Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below |
Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. | ||||||||
Date (mm/dd/yyyy) — Please print date below. | Signature 1 — Please keep signature within the box. | Signature 2 — Please keep signature within the box. | ||||||
/ | / | |||||||
n | ![]() | C 1234567890 1 U P X | J N T 0 1 2 8 8 4 1 | MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND | + |
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Proxy — USEC Inc. | ||
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF USEC INC. FOR THE 2007 ANNUAL MEETING OF USEC SHAREHOLDERS | ||
James R. Mellor, John K. Welch and Timothy B. Hansen, or any of them, each with full power of substitution, are hereby authorized to vote the undersigned’s shares of common stock, par value $0.10 per share, of USEC Inc. (“USEC”) at the 2007 Annual Meeting of Shareholders of USEC, scheduled to be held on Thursday, April 26, 2007, at 10:00 a.m., local time, at the Marriott Bethesda North Hotel & Conference Center, 5701 Marinelli Road, North Bethesda, MD 20852, and at any and all adjournments, postponements, continuations or reschedulings thereof (the “Annual Meeting”), upon the matters set forth in the Proxy Statement furnished by USEC (the “Proxy Statement”) and upon such other matters as may properly come before the Annual Meeting, voting as specified on this card with respect to the matters set forth in the Proxy Statement, and voting in the discretion of the above-named persons on such other matters as may properly come before the Annual Meeting. | ||
The undersigned hereby revokes all proxies given by the undersigned to vote at the Annual Meeting. | ||
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” EACH OF THE NOMINEES FOR DIRECTOR AND “FOR” THE RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT AUDITORS. | ||
PLEASE SIGN, DATE AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED, POSTAGE-PREPAID, BUSINESS REPLY ENVELOPE. NO ADDITIONAL POSTAGE IS NECESSARY IF SUCH ENVELOPE IS MAILED IN THE UNITED STATES. |
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE) |