What the changes say
- Centrus added risks regarding international tariffs affecting Russian LEU transport and a $900.0 million DOE expansion task order in Piketon, Ohio.
What changed since the prior 10-K
New
- NewOperational Risks
Tariffs and other changes in international trade policy could adversely affect our business, financial condition and results of operations
New international tariffs, trade policies, and USTR service fees on Chinese-built vessels could disrupt the transport of Russian LEU to the U.S.
- NewOperational Risks
We may not be able to successfully implement our planned expansion projects in Piketon, Ohio and Oak Ridge, Tennessee, which could adversely affect our business, financial condition, and results of operations
The company faces complex execution and funding hurdles in implementing planned manufacturing expansions in Oak Ridge, Tennessee and Piketon, Ohio.
- NewOperational Risks
On January 5, 2026, the DOE announced that ACO was selected for an award of a $900.0 million task order to expand its uranium enrichment facility in Piketon, Ohio, to include commercial-scale production of HALEU and associated LEU cascades used to feed HALEU production. The potential award is subject to negotiation
Uncertainty surrounding final DOE contract terms and future market demand for HALEU could stall operations at the Piketon demonstration cascade.
- NewFinancial Risks
We have significant long-term liabilities
Dropped
- DroppedOperational Risks
In Phase 2, we expect to continue operating for a full year at an annual production rate of 900 kilograms of HALEU, but there is no assurance that we will produce 900 kilograms by June 2025
- DroppedFinancial Risks
A small number of Class A stockholders, who also have significant holdings of the Company’s 8.25% Notes, may be motivated by interests that are not aligned with the Company’s other Class A stockholders
Reworded
- 69% rewrittenOperational Risks
Our ability to operate the HALEU demonstration cascade pursuant to our contract with the Department of Energy under the HALEU Operation Contract after its completion is dependent on our ability to secure additional contracts or other funding sources
Clarified contract execution details regarding Phase 1 completion and uranium hexafluoride production deliverables for the DOE HALEU contract.
Was: Our ability to operate the HALEU enrichment facility we are deploying under the HALEU Operation Contract after the completion of the contract is dependent on our ability to secure additional contracts and funding from the U.S. government or other sources
- 67% rewrittenFinancial Risks
Centrus is dependent on intercompany support from Enrichment Corp
Updated references from the retired 8.25% Notes to the 2.25% Convertible Notes regarding Enrichment Corp subsidiary guarantees and financing.
- 62% rewrittenFinancial Risks
We continue to have significant long-term liabilities, including the indebtedness under our 0% Convertible Notes and 2.25% Convertible Notes, which mature in August 2032 and November 2030, respectively
Added the $805.0 million in 0% Convertible Notes due 2032 alongside existing 2.25% Convertible Notes as part of long-term liabilities.
Was: We continue to have significant long-term liabilities, including the indebtedness under our 2.25% Convertible Notes, which mature in November 2030 and our 8.25% Notes, which mature in February 2027
- 45% rewrittenOperational Risks
There is no assurance that we will be awarded additional task orders under any of our IDIQ contracts and, if awarded, the nature, timing and amount of the task orders that may be issued under an award is uncertain
Adjusted verb tense regarding how awardees compete for individual task orders under DOE IDIQ contracts.
Was: There is no assurance that we will be awarded any task orders under any of our IDIQ contracts and, if awarded, the nature, timing and amount of the task orders that may be issued under an award is uncertain
- 39% rewrittenFinancial Risks
The conditional conversion feature of our 0% Convertible Notes and 2.25% Convertible Notes, if triggered, may adversely affect our financial condition and operating results
Included the newly issued $805.0 million 0% Convertible Notes due 2032 alongside 2.25% Convertible Notes regarding cash conversion risks.
Was: The conditional conversion feature of our 2.25% Convertible Notes, if triggered, may adversely affect our financial condition and operating results
- 38% rewrittenFinancial Risks
Certain provisions in the indentures governing the 0% Convertible Notes and 2.25% Convertible Notes may delay or prevent an otherwise beneficial takeover attempt of us
Expanded takeover defense and fundamental change repurchase provisions to cover both 0% Convertible Notes and 2.25% Convertible Notes indentures.
Was: Certain provisions in the indenture governing the 2.25% Convertible Notes may delay or prevent an otherwise beneficial takeover attempt of us
- 33% rewrittenLegal and Compliance Risks
The inability to attract and retain key personnel could have an adverse impact on our business
Added an estimate that planned expansions in Piketon and Oak Ridge will require hiring at least 150 additional employees in 2026.
- 32% rewrittenFinancial Risks
The terms of the indentures governing our 0% Convertible Notes and 2.25% Convertible Notes do not restrict Centrus or any of its subsidiaries from incurring substantial additional indebtedness in the future. If we incur substantial additional indebtedness, however, the foregoing risks would intensify
Updated debt references to remove the retired 8.25% Notes and incorporate the 0% Convertible Notes.
Was: The terms of the indenture governing our 8.25% Notes do not restrict Centrus or any of its subsidiaries from incurring substantial additional indebtedness in the future. If we incur substantial additional indebtedness, however, the foregoing risks would intensify
- 24% rewrittenFinancial Risks
Conversion of our 0% Convertible Notes and 2.25% Convertible Notes may dilute the ownership interest of our stockholders or may otherwise depress the price of our common stock
Was: Conversion of our 2.25% Convertible Notes may dilute the ownership interest of our stockholders or may otherwise depress the price of our common stock
- 22% rewrittenRisks related to general factors primarily include
The current war in Ukraine and related international or U.S. sanctions, tariffs and restrictions on trade, and the Russian response thereto, could have a material adverse impact on our business, results of operations, and financial condition
Was: The current war in Ukraine and related international or U.S. sanctions and restrictions on trade could have a material adverse impact on our business, results of operations, and financial condition
All 35 risk factors
Headings as the filing states them, in filing order.
Risks related to general factors primarily include
- 01The current war in Ukraine and related international or U.S. sanctions, tariffs and restrictions on trade, and the Russian response thereto, could have a material adverse impact on our business, results of operations, and financial condition22% rewritten
- 02Our future prospects are tied directly to the nuclear energy industry worldwide. The financial difficulties experienced by, and operating conditions of, our customers and suppliers could adversely affect our results of operations and financial condition
- 03Our business, financial and operating performance could be adversely affected by epidemics and other health related issues
- 04Our business is exposed to price volatility associated with the procurement of SWU and uranium
Operational Risks
- 05Restrictions on imports or sales of SWU or uranium that we buy from our Russian supplier and our other sources of supply could adversely affect profitability and the viability of our business
- 06We are dependent on purchases from our suppliers and other sources to meet our obligations to customers and rely on third parties to provide essential goods and services
- 07Tariffs and other changes in international trade policy could adversely affect our business, financial condition and results of operationsNew
- 08We face significant competition from major producers who may be less cost sensitive or may be favored due to support from foreign governments
- 09The ability to compete in certain foreign markets may be limited for legal, political, economic, or other reasons
- 10Dependence on our largest customers or suppliers could adversely affect us
- 11We may not be able to successfully implement our planned expansion projects in Piketon, Ohio and Oak Ridge, Tennessee, which could adversely affect our business, financial condition, and results of operationsNew
- 12There is no assurance that we will be awarded additional task orders under any of our IDIQ contracts and, if awarded, the nature, timing and amount of the task orders that may be issued under an award is uncertain45% rewritten
- 13The dollar amount of the LEU backlog, as stated at any given time, is not necessarily indicative of future sales revenues and is subject to uncertainty
- 14Our ability to operate the HALEU demonstration cascade pursuant to our contract with the Department of Energy under the HALEU Operation Contract after its completion is dependent on our ability to secure additional contracts or other funding sources69% rewritten
- 15On January 5, 2026, the DOE announced that ACO was selected for an award of a $900.0 million task order to expand its uranium enrichment facility in Piketon, Ohio, to include commercial-scale production of HALEU and associated LEU cascades used to feed HALEU production. The potential award is subject to negotiationNew
- 16Our Technical Solutions segment conducts business under various types of contracts, including fixed-price and cost-share contracts, which subjects us to risks associated with cost overruns
Financial Risks
- 17We have significant long-term liabilitiesNew
- 18We continue to have significant long-term liabilities, including the indebtedness under our 0% Convertible Notes and 2.25% Convertible Notes, which mature in August 2032 and November 2030, respectively62% rewritten
- 19The terms of the indentures governing our 0% Convertible Notes and 2.25% Convertible Notes do not restrict Centrus or any of its subsidiaries from incurring substantial additional indebtedness in the future. If we incur substantial additional indebtedness, however, the foregoing risks would intensify32% rewritten
- 20The conditional conversion feature of our 0% Convertible Notes and 2.25% Convertible Notes, if triggered, may adversely affect our financial condition and operating results39% rewritten
- 21Conversion of our 0% Convertible Notes and 2.25% Convertible Notes may dilute the ownership interest of our stockholders or may otherwise depress the price of our common stock24% rewritten
- 22Certain provisions in the indentures governing the 0% Convertible Notes and 2.25% Convertible Notes may delay or prevent an otherwise beneficial takeover attempt of us38% rewritten
- 23Servicing our debt requires a significant amount of cash, and we may not have sufficient cash flow from our business to pay our debt
- 24The Company has material unfunded postretirement health and life benefit obligations. Changes in interest rates and other factors affecting the amounts to be contributed to fund future postretirement benefit liabilities could adversely affect earnings and cash flows in future periods
- 25Our revenues and operating results may fluctuate significantly from quarter to quarter and year to year, which could have an adverse effect on our cash flows
- 26Results of operations could be negatively impacted if adverse conditions or changes in circumstances indicate a possible impairment loss related to our intangible assets
- 27Centrus is dependent on intercompany support from Enrichment Corp67% rewritten
- 28A small number of holders of our Class A Common Stock may exert significant influence over the direction of the Company
- 29Our ability to utilize our NOL carryforwards to offset future taxable income may be limited
Legal and Compliance Risks
- 30Our operations are highly regulated by the U.S. government, including the NRC and the DOE as well as the States of Ohio and Tennessee and could be significantly impacted by changes in government policies and priorities
- 31Our operations involve the use, transportation and disposal of toxic, hazardous and/or radioactive materials and could result in liability without regard to fault or negligence
- 32Failures to protect classified or other sensitive information, or cybersecurity incidents could result in significant liability or otherwise have an adverse effect on our business
- 33The inability to attract and retain key personnel could have an adverse impact on our business33% rewritten
- 34The potential for the DOE to seek to terminate or exercise its remedies under the 2002 DOE-USEC Agreement and our other agreements with DOE, or to require modifications to such agreements that are adverse to our interests, may have adverse consequences on the Company
- 35Our success depends on our ability to adapt to a rapidly changing competitive environment in the nuclear industry
Other Centrus Energy 10-Ks
- FY2024 10-K risk factors33 risks
Centrus is highly exposed to geopolitical risks tied to the war in Ukraine and Russian supply dependencies. The company relies heavily on a small group of customers and suppliers for its nuclear fuel business. Operations depend heavily on U.S. government contracts, particularly with the DOE and NRC, and compliance with strict regulations.
Filed Feb 07, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.