10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2013

Or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from               to               

Commission file number 001-33830

EnergySolutions, Inc.

(Exact name of registrant as specified in its charter)

Delaware (State or Other Jurisdiction of Incorporation or Organization)	51-0653027 (I.R.S. Employer Identification Number)
423 West 300 South, Suite 200 Salt Lake City, Utah (Address of principal executive offices)	84101  (Zip Code)

Registrant’s telephone number, including area code: (801) 649-2000

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 x  No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes x  No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o	Accelerated filer x
Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o  No x

As of August 14, 2013, there were 100 shares of the registrant’s common stock outstanding all of which were owned by Rockwell Holdco, Inc. the registrant’s parent holding company. The registrant’s common stock is not publicly traded.

ENERGYSOLUTIONS, INC.

INDEX TO QUARTERLY REPORT ON FORM 10-Q

For the Three and Six Month Periods Ended June 30, 2013

		Page
	PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements	2
	Condensed Consolidated Balance Sheets	2
	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)	3
	Condensed Consolidated Statement of Changes in Stockholders’ Equity	4
	Condensed Consolidated Statements of Cash Flow	5
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	43
Item 4.	Controls and Procedures	44
	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	45
Item 1A.	Risk Factors	45
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	45
Item 6.	Exhibits	46
Signatures		47

3

PART I

Item 1.  Financial Statements

EnergySolutions, Inc.

Condensed Consolidated Balance Sheets 

June 30, 2013 and December 31, 2012

(in thousands of dollars, except share information)

	June 30, 2013			December 31, 2012
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	97,529		$	134,191
Accounts receivable, net of allowance for doubtful accounts	229,975			259,913
Costs and estimated earnings in excess of billings on uncompleted contracts	88,479			98,978
Income tax receivable	8,583			6,427
Prepaid expenses	9,289			11,022
Nuclear decommissioning trust fund investments, current portion	132,674			152,507
Deferred costs, current portion	112,249			127,573
Other current assets	4,723			3,924
Total current assets	683,501			794,535
Property, plant and equipment, net	114,993			117,744
Goodwill	305,395			308,608
Other intangible assets, net	223,844			239,551
Nuclear decommissioning trust fund investments	378,011			445,989
Restricted cash and decontamination and decommissioning deposits	315,692			316,754
Deferred costs	310,559			360,185
Other noncurrent assets	113,058			72,096
Total assets	$	2,445,053		$	2,655,462
Liabilities and Stockholders’ Equity
Current liabilities:
Current portion of long-term debt	$	135,407		$	16,592
Accounts payable	107,929			144,649
Accrued expenses and other current liabilities	212,571			193,546
Deferred income taxes	1,082			1,101
Facility and equipment decontamination and decommissioning liabilities, current portion	121,986			138,757
Unearned revenue, current portion	132,464			150,135
Total current liabilities	711,439			644,780
Long-term debt, less current portion	664,653			798,577
Pension liability	44,355			31,043
Facility and equipment decontamination and decommissioning liabilities	426,984			485,447
Deferred income taxes	18,542			20,507
Unearned revenue, less current portion	314,547			366,710
Other noncurrent liabilities	31,449			7,479
Total liabilities	2,211,969			2,354,543
Commitments and contingencies	—			—
Stockholders’ equity:
Common stock, $0.01 par value, 100 and 1,000,000,000 shares authorized as of June 30, 2013 and December 31, 2012, respectively, and 100 and 90,253,242 shares issued and outstanding as of June 30, 2013 and December 31, 2012, respectively.	—			903
Additional paid-in capital	519,429			511,503
Accumulated other comprehensive loss	(31,384		)	(21,956		)
Accumulated deficit	(255,461		)	(190,031		)
Total EnergySolutions stockholders’ equity	232,584			300,419
Noncontrolling interests	500			500
Total equity	233,084			300,919
Total liabilities and stockholders’ equity	$	2,445,053		$	2,655,462

See accompanying notes to condensed consolidated financial statements.

2

EnergySolutions, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

Three and Six Month Periods Ended June 30, 2013 and 2012

(in thousands of dollars)

(unaudited)

	Three Month Period Ended						Six Month Period Ended
	June 30,						June 30,
	2013			2012			2013			2012
Revenue	$	411,038		$	392,621		$	937,246		$	883,313
Cost of revenue	(363,641		)	(356,718		)	(843,429		)	(815,730		)
Gross profit	47,397			35,903			93,817			67,583
Selling, general and administrative expenses	(69,397		)	(34,220		)	(101,618		)	(67,882		)
Equity in income (loss) of unconsolidated joint ventures	(98		)	2,406			578			3,136
Income (loss) from operations	(22,098		)	4,089			(7,223		)	2,837
Interest expense	(18,798		)	(17,495		)	(37,443		)	(35,186		)
Other income (expense), net	(13,610		)	15,443			(11,499		)	33,725
Income (loss) before income taxes and noncontrolling interests	(54,506		)	2,037			(56,165		)	1,376
Income tax benefit (expense)	(2,726		)	3,370			(9,265		)	3,366
Net income (loss)	(57,232		)	5,407			(65,430		)	4,742
Less: Net income attributable to noncontrolling interests	2			37			—			33
Net income (loss) attributable to EnergySolutions	$	(57,230	)	$	5,444		$	(65,430	)	$	4,775
Other comprehensive income (loss):
Net income (loss)	$	(57,232	)	$	5,407		$	(65,430	)	$	4,742
Foreign currency translation adjustments, net of taxes	(266		)	(4,464		)	(8,953		)	1,380
Change in unrecognized actuarial gain (loss)	3			(185		)	(475		)	(32		)
Other comprehensive income (loss), net of taxes	(57,495		)	758			(74,858		)	6,090
Less: net income attributable to noncontrolling interests	2			37			—			33
Comprehensive income (loss) attributable to EnergySolutions	$	(57,493	)	$	795		$	(74,858	)	$	6,123

See accompanying notes to condensed consolidated financial statements.

3

EnergySolutions, Inc.

Condensed Consolidated Statement of Changes in Stockholders’ Equity

Six Month Period Ended June 30, 2013

(in thousands of dollars, except share information)

(unaudited)

	Common Stock					Additional Paid-in			Accumulated Other Comprehensive			Accumulated			Noncontrolling		Total Stockholders’
	Shares		Amount			Capital			Loss			Deficit			Interests		Equity
Balance at December 31, 2012	90,253,242		$	903		$	511,503		$	(21,956	)	$	(190,031	)	$	500	$	300,919
Net loss	—		—			—			—			(65,430		)	—		(65,430		)
Equity-based compensation	—		—			3,945			—			—			—		3,945
Vesting of restricted stock	2,206,430		22			(22		)	—			—			—		—
Minimum tax withholdings on restricted stock awards	(111,107	)	(1		)	(431		)	—			—			—		(432		)
Capital contribution from Parent	—		—			10,852			—			—			—		10,852
Common stock repurchased by EnergySolutions and retired	(1,779,520	)	(18		)	(7,324		)	—			—			—		(7,342		)
Common stock repurchased by Parent and retired	(90,569,045	)	(906		)	(374,956		)	—			—			—		(375,862		)
Issuance of common stock	100		—			375,862			—			—			—		375,862
Change in unrecognized actuarial loss	—		—			—			(475		)	—			—		(475		)
Foreign currency translation, net of taxes	—		—			—			(8,953		)	—			—		(8,953		)
Balance at June 30, 2013	100		$	—		$	519,429		$	(31,384	)	$	(255,461	)	$	500	$	233,084

See accompanying notes to condensed consolidated financial statements.

4

EnergySolutions, Inc.

Condensed Consolidated Statements of Cash Flows

Six Month Periods Ended June 30, 2013 and 2012

(in thousands of dollars)

(unaudited)

	Six Month Period Ended
	June 30,
	2013			2012
Cash flows from operating activities
Net income (loss)	$	(65,430	)	$	4,742
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation, amortization and accretion	34,949			37,732
Equity-based compensation expense	3,945			2,722
Deferred income taxes	(1,984		)	(15,185		)
Amortization of debt financing fees and debt discount	3,349			2,454
Loss (gain) on disposal of property, plant and equipment	258			(363		)
Realized and unrealized loss (gain) on nuclear decommissioning trust fund investments	2,981			(34,613		)
Changes in operating assets and liabilities:
Accounts receivable	18,760			4,455
Costs and estimated earnings in excess of billings on uncompleted contracts	8,691			20,594
Prepaid expenses and other current assets	(1,955		)	(307		)
Accounts payable	(22,605		)	(33,559		)
Accrued expenses and other current liabilities	25,133			(30,835		)
Unearned revenue	(69,801		)	(32,253		)
Facility and equipment decontamination and decommissioning liabilities	(88,556		)	(68,360		)
Restricted cash and decontamination and decommissioning deposits	1,062			(671		)
Nuclear decommissioning trust fund	82,245			99,308
Deferred costs	64,950			49,114
Other noncurrent assets	(38,910		)	(34,633		)
Other noncurrent liabilities	40,084			27,662
Net cash used in operating activities	(2,834		)	(1,996		)
Cash flows from investing activities
Purchase of nuclear decommissioning trust fund investments	(430,211		)	(457,279		)
Proceeds from sales of nuclear decommissioning trust fund investments	432,762			459,488
Purchases of property, plant and equipment	(6,425		)	(11,116		)
Proceeds from disposition of property, plant and equipment	—			5,195
Net cash used in investing activities	(3,874		)	(3,712		)
Cash flows from financing activities
Repayments of long-term debt	(16,592		)	—
Distributions to noncontrolling interests partners	—			(157		)
Minimum tax withholding on restricted stock awards	(432		)	(91		)
Repurchase of common stock	(7,342		)	—
Repayments of capital lease obligations	(362		)	(313		)
Debt financing fees	(3,160		)	—
Net cash used in financing activities	(27,888		)	(561		)
Effect of exchange rate on cash	(2,066		)	334
Net decrease in cash and cash equivalents	(36,662		)	(5,935		)
Cash and cash equivalents, beginning of period	134,191			77,213
Cash and cash equivalents, end of period	$	97,529		$	71,278

5

 See accompanying notes to condensed consolidated financial statements.

6

EnergySolutions, Inc.

Notes to Condensed Consolidated Financial Statements

(1) Description of Business

References herein to "EnergySolutions," the "Company," "we," "us" or "our" refer to EnergySolutions, Inc. and its consolidated subsidiaries unless the context otherwise requires.

EnergySolutions, Inc., a Delaware corporation, provides a broad range of services both nationally and internationally, including (i) on-site decontamination and decommissioning ("D&D") services to commercial customers such as power and utility companies, pharmaceutical companies, research laboratories, universities, industrial facilities, state agencies and other commercial entities that are involved with nuclear materials; (ii) management and operation or clean-up of facilities with radioactive materials to government customers such as departments and administrations within the United States (the "U.S.") Department of Energy ("DOE") and U.S. Department of Defense ("DOD"); (iii) logistics, transportation, processing and disposal of radioactive waste at our facility in Clive, Utah, our four facilities in Tennessee, or our two facilities in Barnwell, South Carolina; and (iv) comprehensive long-term stewardship D&D work for shut-down nuclear power plants and similar operations. We also provide turn-key services such as water treatment and sell other products and technologies to utilities in the U.S. and abroad. Our international operations derive revenue primarily through contracts with the Nuclear Decommissioning Authority ("NDA") in the United Kingdom ("U.K.") to operate, manage and decommission ten Magnox sites with 22 nuclear reactors.

We report our results through two major operating groups: the Government Group and the Global Commercial Group. The Global Commercial Group reports its results under three separate operating business divisions: Commercial Services ("CS"), Logistics, Processing and Disposal ("LP&D") and International.

(2) Business Combinations

On January 7, 2013, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with Rockwell Holdco, Inc., a Delaware corporation (the "Parent" or "Rockwell") and Rockwell Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub") established as an acquisition vehicle for the purpose of acquiring the Company. The Merger Agreement was later amended on April 5, 2013. Pursuant to the terms of the Merger Agreement, as amended, on May 24, 2013, (the "Merger Date"), Merger Sub merged with and into the Company, with the Company surviving as a wholly-owned subsidiary of Parent (the "Merger"). Parent is 100% owned by Energy Capital Partners II, LP and its parallel funds ("Energy Capital" or "ECP") a leading private equity firm focused on investing in North America’s energy infrastructure.

On the Merger Date, each issued and outstanding share of common stock of the Company (other than shares of Company common stock held in the treasury of the Company or owned by Parent, affiliates of Parent, Merger Sub, a subsidiary of the Company or by stockholders who had validly exercised and perfected their appraisal rights under Delaware law), was converted into the right to receive $4.15 in cash, without interest and subject to any required withholding of taxes. The Company's common stock ceased to be traded on the New York Stock Exchange after close of market on May 24, 2013. The Company continues its operations as a privately-held company. The Company has filed with the Securities and Exchange Commission (the "SEC"), or has had filed on its behalf, a Form 15 and Form 25 to deregister the Company's common stock under Sections 12(b) and (g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), respectively, which deregistration will become effective 90 days after the filing of the applicable form. Further, the Company's reporting obligations under Section 15(d) of the Exchange Act on account of its common stock will be suspended effective January 1, 2014, at which time the Company will no longer file periodic reports with the SEC on account of its common stock, but the Company will continue to have public reporting obligations with the SEC with respect to its 10.75% Senior Notes due 2018, as required by the indenture governing such Senior Notes.

Prior to the Merger, under our certificate of incorporation there were 1,000,000,000 shares of common stock authorized and 100,000,000 shares of preferred stock authorized. In connection with the completion of the Merger,

all shares of common stock outstanding at the time of the Merger were canceled and our certificate of incorporation was amended and restated to authorize only 100 shares of common stock, all of which are currently outstanding and owned by Parent. There are no shares of preferred stock authorized under our new amended and restated certificate of incorporation.

7

We refer to the May 24, 2013 acquisition of EnergySolutions by Rockwell as the "Merger Transaction". The following events describe the transactions that occurred in connection with the Merger Transaction:

• Parent and EnergySolutions purchased and retired all of the Company's outstanding common stock as of the Merger Date and paid approximately $383.2 million in cash to the Company's stockholders. Of the total amount paid, EnergySolutions directly purchased 1.8 million shares for $7.3 million from cash on hand. The 1.8 million shares were issued as a result of accelerated vesting of previously issued restricted stock awards due to change in control.

• Parent paid $10.9 million of Merger Transaction related costs on behalf of EnergySolutions. Payments made by Parent on the Company's behalf were accounted for as capital contributions. Of the $10.9 million transaction costs, approximately $3.1 million was capitalized as debt issuance costs and the remainder was expensed on the Merger Date and is included in the condensed consolidated statements of operations and comprehensive income (loss) under selling, general and administrative ("SG&A") expenses.

• EnergySolutions incurred $32.6 million of Merger Transaction related expenses. These expenses were comprised primarily of employee incentive compensation and related payroll taxes of $21.0 million and professional fees of $11.6 million. These expenses were included in the condensed consolidated statements of operations and comprehensive income (loss) under cost of revenue and SG&A expenses.

The Merger Transaction was accounted for as a recapitalization, and accordingly, the Company will continue to apply its historical basis of accounting in its stand-alone financial statements after the Merger. This is based on our determination under Financial Accounting Standards Board ("FASB") accounting standards codification Topic 805 - Business Combinations, and SEC Staff Accounting Bulletin (SAB) No. 54, codified as Topic 5J, Push Down Basis of Accounting Required In Certain Limited Circumstances, that while the push down of Parent's basis in EnergySolutions is permissible, it was not required due to the existence of significant outstanding public debt securities at EnergySolutions.

(3) Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the SEC regarding interim financial reporting. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2012 (the "2012 Annual Report").

In the opinion of management, all material adjustments which are of a normal and recurring nature necessary for a fair presentation of the results for the periods presented have been reflected. Preparing financial statements requires management to make estimates and assumptions that affect the amounts that are reported in the consolidated financial statements and accompanying disclosures. Although these estimates are based on our best knowledge of current events and actions that we may undertake in the future, actual results may be different from these estimates. The results of operations for the three and six months ended June 30, 2013 are not necessarily indicative of the results to be expected for any future period or the full fiscal year.

 We have majority voting rights for one of our minority-owned joint ventures. Accordingly, we have consolidated its operations in our consolidated financial statements and therefore, we recorded the noncontrolling interests, which reflect the portion of the earnings of operations which are applicable to other noncontrolling partners. Assets from our consolidated joint venture can only be used to settle its own obligations. Additionally, our assets cannot be used to settle the joint ventures’ obligations because this minority owned joint venture does not have recourse to our general credit.

(4) Recent Accounting Pronouncements

Accounting Pronouncements Issued

New accounting pronouncements implemented by the company during the six months ended June 30, 2013 or requiring implementation in future periods are discussed below or elsewhere in the notes, where appropriate.

8

In July 2013, the FASB issued guidance related to presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The guidance eliminates diversity in practice for presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is available to reduce the taxable income or tax payable that would result from disallowance of a tax position. This guidance is effective for interim and annual reporting periods beginning after December 15, 2013 and should be applied prospectively to all unrecognized tax benefits that exist at the effective date. The Company intends to adopt this guidance at the beginning of its first quarter of fiscal year 2014, and is currently evaluating the impact on its financial statements and disclosures.

In March 2013, the FASB issued guidance related to foreign currency matters. The standard update addresses the accounting for the release of cumulative translation adjustment when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a business unit or a group of assets that do not produce a profit within a foreign entity. Under such circumstances, a parent company is required to release any related currency adjustments to earnings. The currency adjustment is released into earnings only if the sale or transfer results in a complete or substantially complete liquidation of the foreign entity in question. The standard update is effective for interim and annual reporting periods beginning after December 15, 2013. We do not expect that the adoption of this guidance will have a material impact on the Company’s financial position, results of operations or cash flows.

In February 2013, the FASB issued an update to improve the transparency of reporting reclassifications out of accumulated other comprehensive income. The amendments in the update did not change the current requirements for reporting net income or other comprehensive income in financial statements. The new amendments require an organization to present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period. Additionally, for other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference other disclosures required under U.S. GAAP to provide additional detail about those amounts. The amendments are effective for reporting periods beginning after December 15, 2012. The adoption of this did not have a material impact on the Company’s financial position, results of operations or cash flows.

(5) Trust Fund Investments

The Nuclear Decommissioning Trust ("NDT") fund was established solely to satisfy obligations related to the D&D of the Zion Station. The NDT fund holds investments in marketable debt and equity securities directly and indirectly through commingled funds. Investments in the NDT fund are carried at fair value and are classified as trading securities. We consolidate the NDT fund as a variable interest entity ("VIE"). We have a contractual interest in the NDT fund and this interest is a variable interest due to its exposure to the fluctuations caused by market risk. We are able to control the NDT fund by appointing the trustee and, subject to certain restrictions, we are able to direct the investment policies of the fund. We are the primary beneficiary of the NDT fund as we benefit from positive market returns and bear the risk of market losses.

9

NDT fund investments consisted of the following (in thousands):

	As of June 30, 2013										As of December 31, 2012
	Amortized cost		Gross unrealized gains		Gross unrealized losses			Estimated fair value			Amortized cost		Gross unrealized gains		Gross unrealized losses			Estimated fair value
Assets
Cash	$	326	$	—	$	—		$	326		$	—	$	—	$	—		$	—
Receivables for securities sold	5,433		—		—			5,433			7,422		—		—			$	7,422
Investments
Corporate debt securities	184,538		7,659		(2,597		)	189,600			223,662		17,940		(575		)	241,027
Equity securities	400		25		—			425			10,117		4,249		(61		)	14,305
Direct lending securities	105,937		10,344		(2,770		)	113,511			98,138		6,026		(1,721		)	102,443
Debt securities issued by states of the U.S.	23,734		1,407		(122		)	25,019			31,306		3,806		—			35,112
Cash and cash equivalents	28,556		—		—			28,556			23,686		—		—			23,686
Commingled funds	—		—		—			—			4,017		527		—			4,544
Debt securities issued by the U.S. Treasury and other U.S. government corporations and agencies	154,451		447		(7,083		)	147,815			166,925		3,912		(880		)	169,957
Total investments	497,616		19,882		(12,572		)	504,926			557,851		36,460		(3,237		)	591,074
Net assets held by the NDT fund	$	503,375	$	19,882	$	(12,572	)	510,685			$	565,273	$	36,460	$	(3,237	)	598,496
Less: current portion								(132,674		)								(152,507		)
Long-term investments								$	378,011									$	445,989

Investments held by the NDT fund, net, totaled $510.7 million and $598.5 million as of June 30, 2013 and December 31, 2012, respectively, and are included in current and other long-term assets in the accompanying condensed consolidated balance sheets, depending on the expected timing of usage of funds. We have withdrawn from the NDT fund approximately $82.2 million and $158.3 million, for the six month period ended June 30, 2013 and for the year ended December 31, 2012, respectively, to pay for Zion Station D&D project expenses, estimated trust income taxes and trust management fees.

For the six month periods ended June 30, 2013 and 2012, we recorded $25.9 million of unrealized losses and $6.9 million of unrealized gains, respectively, resulting from adjustments to the fair value of the NDT investments. For the three month periods ended June 30, 2013 and 2012, we recorded $19.9 million of unrealized losses and $0.9 million of unrealized gains, respectively, resulting from adjustments to the fair value of the NDT fund investments. For the realized gains related to sales of investments, dividends and interest payments received from investments held by the NDT fund were $22.9 million and $27.7 million, for the six months ended June 30, 2013 and 2012, respectively and $11.6 million and $14.2 million for the three month periods ended June 30, 2013 and 2012, respectively. Both, unrealized and realized gains and losses on the NDT fund investments are included in other income (expense), net, in the condensed consolidated statements of operations and comprehensive income (loss).

(6) Fair Value Measurements

We have implemented the accounting requirements for financial assets, financial liabilities, non-financial assets and non-financial liabilities reported or disclosed at fair value. The requirements define fair value, establish a three level hierarchy for measuring fair value in GAAP, and expand disclosures about fair value measurements. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that a company has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the assets or liabilities.

This hierarchy requires us to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while we believe our valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. Assets are classified in their entirety based on the lowest level of input that is significant to their fair value measurement.

10

The carrying value of accounts receivable, costs, and estimated earnings in excess of billings on uncompleted contracts, prepaid assets, accounts payable, and accrued expenses approximate their fair value principally because of the short-term nature of these assets and liabilities.

The fair market value of our term loan is estimated utilizing market quotations for debt that have quoted prices in active markets. Since our term loan does not trade on a daily basis in an active market, the fair value estimates are based on market observable inputs based on borrowing rates currently available for debt with similar terms and average maturities and is categorized as Level 2. The fair value of our term loan is calculated by taking the mid-point of the trading prices and multiplying it by the outstanding principal balance of our term loan. The fair market value of our term loan was approximately $517.4 million as of June 30, 2013 and $508.6 million as of December 31, 2012. The carrying value of our term loan was $510.4 million as of June 30, 2013 and $527.0 million as of December 31, 2012.

In the case of our senior notes, we estimate fair value based on quoted market prices from active markets as they are publicly traded and are categorized as Level 1. As of June 30, 2013 and December 31, 2012, we had outstanding senior notes obligations with a carrying amount of $300.0 million, respectively, with a fair market value of approximately $325.5 million as of June 30, 2013 and $283.5 million as of December 31, 2012.

The following table presents the NDT fund investments measured at fair value (in thousands):

	As of June 30, 2013								As of December 31, 2012
	Total Investments at Fair Value		Quoted Prices in Active Markets for Identical Assets Level 1		Significant Other Observable Inputs Level 2		Significant Unobservable Inputs Level 3		Total Investments at Fair Value		Quoted Prices in Active Markets for Identical Assets Level 1		Significant Other Observable Inputs Level 2		Significant Unobservable Inputs Level 3 (revised)
Assets
Cash	$	326	$	326	$	—	$	—	$	—	$	—	$	—	$	—
Receivables for securities sold	5,433		5,433		—		—		7,422		7,422		—		—
Investments
Cash and cash equivalents	28,556		28,556		—		—		23,686		23,686		—		—
Fixed income securities(1)	362,434		132,636		229,798		—		446,096		125,605		320,491		—
Equity securities(2)	425		425		—		—		14,305		14,305		—		—
Direct lending securities(3)	113,511		—		—		113,511		102,443		—		—		102,443
Units of participation(4)	—		—		—		—		4,544		—		4,544		—
Total investments	504,926		161,617		229,798		113,511		591,074		163,596		325,035		102,443
Net assets held by the NDT fund	$	510,685	$	167,376	$	229,798	$	113,511	$	598,496	$	171,018	$	325,035	$	102,443

_____________________________

(1) For fixed income securities, multiple prices from pricing services are obtained from pricing vendors whenever possible, which enables cross- provider validations in addition to checks for unusual daily movements. A primary price source is identified based on asset type, class or issue for each security. The trustee monitors prices supplied by pricing services and may use a supplemental price source or change the primary price source of a given security if the portfolio managers challenge an assigned price and the trustee determines that another price source is considered to be preferable. U.S. Treasury securities are categorized as Level 1 because they trade in a highly liquid and transparent market. Investments with maturities of three months or less when purchased, including certain short-term fixed income securities, are considered cash equivalents and are also categorized as Level 1. The fair values of fixed income securities, excluding U.S. Treasury securities, are based on evaluated prices that reflect observable market information, such as actual trade information or similar securities, adjusted for observable differences and are categorized in Level 2.

(2) With respect to individually held equity securities, the trustee obtains prices from pricing services, whose prices are obtained from direct feeds from market exchanges. The fair values of equity securities held directly by the trust fund are based on quoted prices in active markets and are categorized in Level 1. Equity securities held individually are primarily traded on the New York Stock Exchange and NASDAQ Global Select Market, which contain only actively traded securities due to the volume trading requirements imposed by these national securities exchanges.

(3) Direct lending securities are investments in managed funds that invest in private companies for long-term capital appreciation. The fair value of these securities is determined using either an enterprise value model or a bond valuation model. The enterprise value model develops valuation estimates based on valuations of comparable public companies, recent sales of private and public companies, discounting the forecasted cash flows of the portfolio company, estimating the liquidation or collateral value of the portfolio company or its assets, considering offers from third parties to buy the portfolio company, its historical and projected financial results, as well as other factors that may impact value. Significant judgment is required in the applications of discounts or premiums applied to the prices of comparable companies for factors such as size, marketability and relative performance. Under the bond valuation model, expected future cash flows are discounted using a discount rate. The discount rate is composed of a market based rate for similar credits in the public market and an internal credit rate based on the underlying risk of the credit. Investments in direct lending funds are categorized as Level 3 because the fair value of these securities is based largely on inputs that are unobservable and also utilize complex valuation models. Investments in direct lending securities typically cannot be redeemed until maturity of the term loan.

Management determines the value of Level 3 investments by considering third party valuations and have concluded that quantitative information about significant unobservable inputs used in valuing these investments is not reasonably available. This includes information regarding the sensitivity of the fair values to changes in the unobservable inputs. We obtain annual valuations from the fund managers and gain an understanding of the inputs and assumptions used in preparing the valuations. We also conclude on the reasonableness of the fair value of these investments. We obtain quarterly reports from the fund managers and review for consistency and reasonableness with regards to the valuations of these investments that were analyzed at the most recent year-end.

11

(4) Units of participation, which are similar to mutual funds, are maintained by investment companies and hold certain investments in accordance with stated fund objectives. The fair values of short-term commingled funds held within the trust funds, which generally hold short-term fixed income securities and are not subject to restrictions regarding the purchase or sale of shares, are derived from observable prices. Units of participation are categorized as Level 2 because the fair value of these securities is based primarily on observable prices of the underlying securities.

The following table presents the rollforward for Level 3 assets and liabilities measured at fair value on a recurring basis (in thousands):

Direct Lending Securities	June 30, 2013			December 31, 2012
Beginning balance	$	102,443		$	61,998
Purchases and issuances	26,033			82,285
Sales, dispositions and settlements	(18,338		)	(39,706		)
Realized gains and losses	104			(2,940		)
Change in unrealized gains and losses	3,269			806
Ending balance	$	113,511		$	102,443

(7) Joint Ventures

We use the equity method of accounting for our unconsolidated joint ventures. Under the equity method, we recognize our proportionate share of the net earnings of these joint ventures as a single line item under "Equity in income of unconsolidated joint ventures" in our condensed consolidated statements of operations and comprehensive income (loss). In accordance with authoritative guidance, we analyzed all of our joint ventures and classified them into two groups: (a) joint ventures that must be consolidated because we hold the majority voting interest, or because they are VIEs of which we are the primary beneficiary; and (b) joint ventures that do not need to be consolidated because we hold only a minority voting or other ownership interest, or because they are VIEs of which we are not the primary beneficiary. For the six month period ended June 30, 2013, we performed an assessment of our joint ventures and concluded that no unconsolidated joint ventures should be consolidated and that no consolidated joint ventures should be deconsolidated.

The table below presents unaudited financial information, for our unconsolidated joint ventures (in thousands):

	As of		As of
	June 30, 2013		December 31, 2012
Current assets	$	52,338	$	49,979
Current liabilities	27,499		25,127

	For The Three Month					For The Six Month
	Period Ended					Period Ended
	June 30,					June 30,
	2013			2012		2013		2012
Revenue	$	32,241		$	47,234	$	58,747	$	70,953
Gross profit	570			6,234		3,136		8,317
Net income	413			6,195		2,688		8,104
Net income (loss) attributable to EnergySolutions	(98		)	2,406		578		3,136

For the six month periods ended June 30, 2013 and 2012, we received $1.0 million and $0.8 million, respectively, in cash dividend distributions from our unconsolidated joint ventures.

(8) Goodwill

As of June 30, 2013 and December 31, 2012, we had recorded $305.4 million and $308.6 million, respectively, of goodwill related to domestic and foreign acquisitions. Goodwill related to the acquisitions of foreign entities is translated into U.S. dollars at the exchange rate in effect at the balance sheet date. The related translation gains and losses are included as a separate component of stockholders’ equity in accumulated other comprehensive income (loss) in the condensed consolidated

12

balance sheets. For the six and twelve month periods ended June 30, 2013 and December 31, 2012, we recorded $3.2 million of translation losses and $2.2 million of translation gains, respectively, related to goodwill denominated in foreign currencies.

In accordance with authoritative guidance for accounting for Goodwill and Other Intangible Assets, we perform a qualitative assessment on our goodwill annually, as of April 1, or more often when events occur or circumstances change that would, more likely than not, reduce the fair value of a reporting unit below its carrying value. We consider such factors as: macroeconomic and market conditions, industry specific considerations, cost factors, overall financial performance, relevant entity-specific events (such as the Merger Transaction announced in January 2013 and closed in May 2013), share price considerations and other factors as deemed necessary. As of June 30, 2013, there were no events or circumstances that indicated that impairment existed in any of our reporting units.

(9) Other Intangible Assets

Other intangible assets consisted of the following (in thousands):

	As of June 30, 2013						As of December 31, 2012
	Gross Carrying Amount		Accumulated Amortization			Weighted Average Remaining Useful Life	Gross Carrying Amount		Accumulated Amortization			Weighted Average Remaining Useful Life
Permits	$	243,067	$	(81,337	)	16.3 years	$	243,130	$	(76,406	)	16.9 years
Customer relationships	154,890		(96,885		)	5.1 years	161,429		(93,552		)	5.6 years
Technology and other	15,490		(11,381		)	2.6 years	15,490		(10,540		)	3.1 years
Total amortizable intangibles	$	413,447	$	(189,603	)	13.1 years	$	420,049	$	(180,498	)	13.4 years

All of our other intangible assets are subject to amortization. Amortization expense was $6.5 million for each of the three month periods ended June 30, 2013 and 2012, and $12.9 million for each of the six month periods ended June 30, 2013 and 2012. Amortization expense is included in cost of revenue and SG&A expenses within the condensed consolidated statement of operations and comprehensive income (loss).

We recorded $2.8 million of translation losses and $0.8 million of translation gains related to other intangible assets denominated in foreign currencies for the six month periods ended June 30, 2013 and 2012, respectively. The related translation gains and losses are included as a separate component of stockholders’ equity in accumulated other comprehensive income (loss) in the condensed consolidated balance sheets.

(10) Senior Credit Facilities and Senior Notes

Our outstanding long-term debt consists of the following (in thousands):

	June 30, 2013			December 31, 2012
Term loan facilities due through 2016(1)	$	510,407		$	527,000
Term loan unamortized discount	(7,461		)	(8,741		)
Senior notes, 10.75% due through 2018	300,000			300,000
Senior notes unamortized discount	(2,886		)	(3,090		)
Revolving credit facility	—			—
Total debt	800,060			815,169
Less: current portion	(135,407		)	(16,592		)
Total long-term debt	$	664,653		$	798,577

___________________________________

(1) The variable interest rate on borrowings under our senior secured credit facility was 6.75% as of June 30, 2013 and 6.25% as of December 31, 2012.

On August 13, 2010, the Company entered into a senior secured credit facility with JPMorgan Chase Bank, N.A., as the administrative agent and collateral agent, consisting of a senior secured term loan in an aggregate principal amount of $560.0 million at a discount rate of 2.5% and a senior secured revolving credit facility with availability of $105.0 million, of

13

which $63.8 million was used to fund letters of credit issued as of June 30, 2013. Borrowings of $310.5 million and $310.6 million were held in a restricted cash account as collateral for the Company’s reimbursement obligations with respect to deposit letters of credit for each of the periods ended June 30, 2013 and December 31, 2012.

On February 15, 2013, we entered into Amendment No. 2 to the Credit Agreement and Consent and Waiver (the "Loan Amendment"). The Loan Amendment became effective on May 24, 2013 upon the consummation of the Merger. Pursuant to the Loan Amendment, the lenders and the administrative agent consented to i) a waiver of the change of control provisions and certain other covenants and provisions under the senior secured credit facility; ii) any repayment of our 10.75% Senior Notes due 2018, provided that any payments are funded from equity contributions made to us by ECP or its affiliates; iii) an extension to the maturity date of our senior secured revolving credit facility, subject to certain conditions and acceptance by the extending revolving lenders; and iv) 1% prepayment premium if any senior secured term loans are refinanced prior to the date that is one year following the execution date of the Loan Amendment. We incurred $6.1 million of debt financing fees in connection with the Loan Amendment all of which were capitalized and are included in other noncurrent assets within the condensed consolidated balance sheet as of June 30, 2013. Parent paid directly to the lenders $3.1 million of these debt financing fees. For the six month period ended June 30, 2013, we also incurred $7.0 million of lead arranger banker fees with respect to the Loan Amendment, all of which were included in other income (expense), net, within the condensed consolidated statement of operations and comprehensive income (loss). Parent paid $4.3 million of these lead arranger banker fees.

Borrowings under the senior secured credit facility bear interest at a rate equal to: (a) Adjusted LIBOR plus 5.00% (subject to a LIBOR floor of 1.75%), or ABR plus 4.00% in the case of the senior secured term loan; (b) Adjusted LIBOR plus 4.50% (subject to a LIBOR floor of 1.75%), or ABR plus 3.50% in the case of the senior secured revolving credit facility, and (c) a per annum fee equal to the spread over Adjusted LIBOR under the senior secured revolving credit facility, along with a fronting fee and issuance and administration fees in the case of revolving letters of credit. On May 24, 2013, upon the closing of the Merger and pursuant the Loan Amendment, the interest rate on our senior secured credit facility was increased by 0.5%.

The senior secured term loan amortizes in equal quarterly installments of $1.3 million payable on the last day of each calendar quarter with the balance being payable on August 13, 2016. In addition to the scheduled repayments, we are required to prepay borrowings under the senior secured credit facility with (1) 100% of the net cash proceeds received from non-ordinary course asset sales or other dispositions, or as a result of a casualty or condemnation, subject to reinvestment provisions and other customary adjustments, (2) 100% of the net proceeds received from the issuance of debt obligations other than certain permitted debt obligations, (3) 50% of excess cash flow (as defined in the senior secured credit facility), if the leverage ratio is equal to or greater than 3.0 to 1.0, or 25% of excess cash flow if the leverage ratio is less than 3.0 to 1.0 but greater than 1.0 to 1.0, reduced by the aggregate amount of optional prepayments of senior secured term loan made during the applicable fiscal year. If the leverage ratio is equal to or less than 1.0 to 1.0, we are not required to prepay the senior secured term loan. The excess cash flow calculations (as defined in the senior secured credit facility), are prepared annually as of the last day of each fiscal year. Prepayments of debt resulting from the excess cash flow calculations are due annually 5 days after the date that the Annual Report on Form 10-K for such fiscal year is filed with the SEC. Each optional and mandatory prepayment is applied first, in direct order of maturities, to the next four scheduled principal repayment installments of the senior secured term loan and second, to the other principal repayment installments of senior secured term loans on a pro rata basis.

Upon completion of the Merger Transaction and pursuant to the Loan Amendment we are required to reduce our debt with respect to our senior secured term loans and our 10.75% Senior Notes due 2018, to $675.0 million or less within 150 days. As of June 30, 2013, the aggregate outstanding principal amount of our debt was $810.4 million. As such, as of June 30, 2013, we had a mandatory principal repayment $135.4 million due by October 21, 2013. We expect to fund this payment with our cash flows from operations and a shortfall, if any, will be funded by equity contributions to the Company by ECP or its affiliates. During the six month period ended June 30, 2013, we made principal debt payments totaling $16.6 million. On August 6, 2013 we also made a $35.0 million principal debt payment on our term loan.

The senior secured credit facility requires the Company to maintain a leverage ratio (based upon the ratio of indebtedness for money borrowed to consolidated adjusted EBITDA, as defined in the senior secured credit facility) and an interest coverage ratio (based upon the ratio of consolidated adjusted EBITDA to consolidated cash interest expense), both of which are calculated quarterly. Failure to comply with these financial ratio covenants would result in an event of default under the senior secured credit facility and, absent a waiver or an amendment from the lenders, preclude us from making further borrowings under the senior secured credit facility and permit the lenders to accelerate repayment of all outstanding borrowings under the senior secured credit facility. Based on the formulas set forth in the senior secured credit facility, we are required to maintain a maximum total leverage ratio of 4.0 for the quarter ending June 30, 2013, which is reduced by 0.25 on an annual basis through the maturity date. We are required to maintain a minimum cash interest coverage ratio of 2.00 from the quarter ended June 30, 2013 through the quarter ended September 30, 2014 and 2.25 through the maturity date. As of June 30, 2013,

14

our total leverage and cash interest coverage ratios were 3.07 and 2.53 respectively. Pursuant to the Loan Amendment, the definition of change of control and reporting requirements under the senior secured credit facility were amended.

The senior secured credit facility also contains a number of affirmative and restrictive covenants including limitations on mergers, consolidations and dissolutions, sales of assets, investments and acquisitions, indebtedness, liens, affiliate transactions, and dividends and restricted payments. Under the senior secured credit facility, we are permitted maximum annual capital expenditures of $40.0 million for 2013 and each year thereafter, plus for each year the lesser of (1) a one year carryforward of the unused amount from the previous fiscal year and (2) 50% of the amount permitted for capital expenditures in the previous fiscal year. The senior secured credit facility contains events of default for non-payment of principal and interest when due, a cross-default provision with respect to other indebtedness having an aggregate principal amount of at least $5.0 million and an event of default that would be triggered by a change of control, as defined in the senior secured credit facility. Capital expenditures for the six month period ended June 30, 2013 were $6.4 million. As of June 30, 2013, we were in compliance with all of the covenants under our senior secured credit facility.

The obligations under the senior secured credit facility are secured by a lien on substantially all of the assets of the Company and each of the Company’s domestic subsidiary guarantors, including a pledge of equity interests with the exception of the equity interests in our ZionSolutions subsidiary, which includes investments in the NDT fund of approximately $510.7 million as of June 30, 2013, and other special purpose subsidiaries, whose organizational documentation prohibits or limits such pledge.

On August 13, 2010, we completed a $300.0 million private offering of 10.75% senior notes at a discount rate of 1.3%. The senior notes are governed by an indenture among EnergySolutions and Wells Fargo Bank, National Association, as trustee. Interest on the senior notes is payable semiannually in arrears on February 15 and August 15 of each year beginning on February 15, 2011. The senior notes rank in equal right of payment to all existing and future senior debt and senior in right of payment to all future subordinated debt. In May 2011, we filed a registration statement under the Securities Act, pursuant to a registration rights agreement entered into in connection with the senior notes offering. The SEC declared the registration statement relating to the exchange offer effective on May 27, 2011, and the exchange of the registered senior notes for the unregistered senior notes was consummated on May 31, 2011. We did not receive any proceeds from the exchange offer transaction.

At any time prior to August 15, 2014, we are entitled to redeem all or a portion of the senior notes at a redemption price equal to 100% of the principal amount of the senior notes plus an applicable make-whole premium, as of, and accrued and unpaid interest to, the redemption date. In addition, prior to August 15, 2013, we may redeem up to 35% of the aggregate principal amount of the senior notes with the net cash proceeds from certain public equity offerings at a redemption price of 110.75% of the principal amount, plus accrued and unpaid interest to the date of redemption. In addition, on or after August 15, 2014, we may redeem all or a portion of the senior notes at the following redemption prices during the 12-month period commencing on August 15 of the years set forth below, plus accrued and unpaid interest to the redemption date.

Period	Redemption Price
2014	105.375	%
2015	102.688	%
2016 and thereafter	100.000	%

The senior notes are guaranteed on a senior unsecured basis by all of our domestic restricted subsidiaries that guarantee the senior secured credit facility. The senior notes and related guarantees are effectively subordinated to our secured obligations, including the senior secured credit facility and related guarantees, to the extent of the value of assets securing such debt. The senior notes are structurally subordinated to all liabilities of each of our subsidiaries that do not guarantee the senior notes. If a change of control of the Company occurs, each holder will have the right to require that we purchase all or a portion of such holder’s senior notes at a purchase price of 101% of the principal amount, plus accrued and unpaid interest to the date of the purchase. The indenture contains, among other things, certain covenants limiting our ability and the ability of one restricted subsidiary to incur or guarantee additional indebtedness, pay dividends or make other restricted payments, make certain investments, create or incur liens, sell assets and subsidiary stock, transfer all or substantially all of our assets, or enter into a merger or consolidation transactions, and enter into transactions with affiliates.

Each subsidiary co-issuer and guarantor of our senior notes is exempt from reporting under the Exchange Act, pursuant to Rule 12h-5 under the Exchange Act, as the subsidiary co-issuer and each of the subsidiary guarantors is 100% owned by us, and the obligations of the co-issuer and the guarantees of our subsidiary guarantors are full and unconditional and

15

joint and several. There are no significant restrictions on our ability or any subsidiary guarantor to obtain funds from its subsidiaries.

During the six month periods ended June 30, 2013 and 2012, we made cash interest payments totaling $35.4 million and $34.2 million, respectively, related to our outstanding debt obligations as of those dates.

(11) Facility and Equipment Decontamination and Decommissioning

We recognize AROs when we have a legal obligation to perform D&D and removal activities upon retirement of an asset. The fair value of an ARO liability is recognized in the period in which it is incurred, if a reasonable estimate of fair value can be made, and is added to the carrying amount of the associated asset, which is then depreciated over the remaining useful life of the asset, in the case of all our AROs except the Zion Station ARO.

The ARO established in connection with the Zion Station project differs somewhat from our traditional AROs. The assets acquired in the Zion Station transaction have no fair value, no future useful life and are in a shut-down, non-operating state. As a result, the ARO established in connection with the Zion Station project is not accompanied by a related depreciable asset. Changes to the ARO liability due to accretion expense and changes in cost estimates are recorded in cost of revenue in our consolidated statements of operations and comprehensive income (loss). Also, since we perform most of the work related to the Zion Station ARO with internal resources, we recognized an ARO gain for the difference between our actual costs incurred and the recorded ARO which includes an element of profit. Due to the nature of this contract and the purpose of the license stewardship initiative, we have presented this gain in cost of revenue rather than as a credit to operating expense, as we would with our other AROs.

 Our ARO is based on a cost estimate for a third party to perform the D&D work. This estimate is inflated, using an inflation rate, to the expected time at which the D&D activity will occur, and then discounted back, using our credit adjusted risk free rate, to the present value. Subsequent to the initial measurement, the ARO is adjusted at the end of each period to reflect the passage of time and changes in the estimated future cash flows underlying the obligations.

Our facility and equipment D&D liabilities consist of the following (in thousands):

	June 30, 2013			December 31, 2012
Facilities and equipment ARO—Zion Station	$	479,102		$	553,302
Facilities and equipment ARO—Clive, UT	29,758			29,300
Facilities and equipment ARO—other	35,307			35,757
Total facilities and equipment ARO	544,167			618,359
Barnwell Closure	4,803			5,845
	548,970			624,204
Less: current portion	(121,986		)	(138,757		)
	$	426,984		$	485,447

The following is a rollforward of our facilities and equipment ARO liabilities (in thousands):

	June 30, 2013			December 31, 2012
Beginning Balance as of January 1	$	618,359		$	750,649
Liabilities incurred	238			187
Liabilities settled	(87,586		)	(159,776		)
Accretion expense	13,156			30,017
ARO estimate adjustments	—			(2,718		)
Ending liability	$	544,167		$	618,359

For certain of our D&D obligations, we are required to deposit cash relating to our D&D obligation in the form of a restricted cash account, a deposit in escrow, or in a trust fund. D&D deposits consist principally of: (i) funds held in trust for

16

completion of various site clean-up projects and (ii) funds deposited in connection with landfill closure, post-closure and remediation obligations. Although we are required to provide assurance to satisfy some of our D&D obligations in the form of insurance policies, restricted cash accounts, escrows or trust funds, these assurance mechanisms do not extinguish our D&D liabilities. D&D deposits and restricted cash are included in non-current assets in the accompanying condensed consolidated balance sheets.

The following table presents a summary of the D&D cash deposits available exclusively to fund closure and post-closure obligations related to our ARO liabilities (in thousands):

	June 30, 2013		December 31, 2012
Zion Station plant—restricted cash(1)(2)	$	200,000	$	200,000
Clive, Utah facility—restricted cash(2)	97,633		85,606
Tennessee facilities—escrow account(3)	5,569		13,363
Barnwell, South Carolina facility—trust fund	4,804		5,845
Others—restricted cash	637		662

__________________________________

(1) In connection with the execution of the Exelon Agreements, and in fulfillment of NRC regulations, we secured a $200.0 million letter of credit facility to further support the D&D activities at Zion Station. This letter of credit is cash-collateralized with proceeds obtained from our senior secured credit facility.

(2) Letters of credit issued against our deposit restricted cash account are 101% cash collateralized pursuant to our senior secured credit facility.

(3) To fund our obligation to clean and remediate our Tennessee facilities and equipment, we have also purchased insurance policies.

(12) Equity-Based Compensation

On May 22, 2013, the board of directors and stockholders of Parent approved the Stock Option Plan of Rockwell Holdco, Inc. (the "Rockwell Plan"), pursuant to which stock options may be granted to the employees, consultants, non-employee directors of Parent or its subsidiaries. Under the Rockwell Plan, 36,087 shares of Parent common stock have been reserved for issuance. Any option granted under the Rockwell Plan will be subject to terms and conditions contained in a written stock option agreement, and any shares of Parent common stock received upon exercise of an option under the Rockwell Plan will be subject to Parent’s Stockholders Agreement. The board of directors of Parent administers the Rockwell Plan and may amend, suspend or terminate the Rockwell Plan at any time.

As of June 30, 2013, 34,867 options had been issued under the Rockwell Plan. Our estimates of fair value for the stock options was made using the Black‑Scholes model based upon the fair value of the stock price on the date of grant, volatility of 72.2%, risk-free interest rate of 1.39% per year and expected life of 6.5 years. We are currently using the simplified method to calculate expected holding periods, which is based on the average term of the options and the weighted‑average graded vesting period because we do not have sufficient exercise history to calculate an expected holding period. The risk-free rate is based on the U.S. Treasury rate for the expected life at the time of grant.

We recognize equity based compensation expense over the instruments' vesting periods based on the instruments' fair values on the measurement date, in SG&A expenses in the consolidated statements of operations and comprehensive income (loss). We recorded $0.4 million stock based compensation expense related to stock option grants issued for each of the three and six month periods ended June 30, 2013, respectively. As of June 30, 2013, we had $22.5 million of unrecognized compensation expense related to outstanding stock options, which will be recognized over a weighted-average period of 4.9 years.

On May 24, 2013, as a result of the completion of the Merger, a change in control occurred that resulted in immediate vesting of all outstanding share based awards. The acceleration in vesting resulted from a preexisting change in control provision included in the terms of the awards issued under the former plans. Payments to grant holders due to the change in control provision were approximately $21.0 million as of June 30, 2013.

17

For the six month periods ended June 30, 2013 and 2012, we recorded stock based compensation expense related to former plans of $3.5 million and $2.7 million, respectively. For the three month periods ended June 30, 2013 and 2012, we recorded equity-based compensation expense related to our former plans of $3.0 million and $2.1 million, respectively.

As of June 30, 2013 and December 31, 2012, we had recorded liabilities of $9.9 million and $2.5 million, respectively, related to phantom stock awards to be settled in cash, which are included in accrued expenses and other current liabilities in the condensed consolidated balance sheets. For the three and six month periods ended June 30, 2013, we recorded $18.2 million and $19.8 million, respectively, of compensation expense related to these awards. For the three and six month periods ended June 30, 2012, we recorded $0.2 million and $0.9 million, respectively, of compensation expense related to these awards. Compensation expense related to phantom stock awards has been fully recognized as of June 30, 2013.

(13) Income Taxes

We recognized income tax expense of $9.3 million and an income tax benefit of $3.4 million for the six month periods ended June 30, 2013 and 2012, respectively, for year-to-date effective rates of negative 16.5% and negative 238.9%, respectively, based on an estimated annual effective tax rate method. Income tax expense arises from income in certain jurisdictions in the U.K. and for the Zion NDT fund. No benefits from losses in the U.S. and other jurisdictions in the U.K. are available to offset tax expense due to their respective full valuation allowance positions.

The 2013 effective tax rate differs from the statutory rate of 35% primarily as a result of the amount of income tax expense relative to the amount of pretax book losses, lower tax on income in foreign jurisdictions and the NDT fund, the tax benefit of foreign research and development credits, and valuation allowances recorded on benefits in loss jurisdictions.

The 2012 effective tax rate differs from the statutory rate of 35% primarily as a result of the amount of income tax expense relative to the amount of pretax book income, lower tax on income in foreign jurisdictions and the NDT fund, the tax benefit of foreign research and development credits, income tax expense due to the change in management's assertion with respect to unremitted foreign earnings, offset by foreign tax credits and further offset by the release of a domestic valuation allowance on net operating losses resulting from an increase in taxable income due to the partial change in the reinvestment assertion, and the reversal of certain unrecognized tax benefits.

During the six month period ended June 30, 2013, an extension of the research and development credit in the U.S. was signed into law. While the Company fully intends to take advantage of the research and development credit for the 2012 and 2013 tax years, no benefit has been recorded in the financial statements due to the full valuation allowance position in the U.S.

During the six month periods ended June 30, 2013 and 2012, we made income tax payments of $12.2 million and $13.1 million, respectively.

As of June 30, 2013 and December 31, 2012, we had $0.1 million and $0.1 million, respectively, of gross unrecognized tax benefits. These tax benefits were accounted for under guidance for accounting for uncertainties in income taxes.  During the three month period ended June 30, 2012, the Company recognized an income tax benefit of $1.1 million, due to the expiration of the statute of limitations to examine and challenge our tax positions by the taxing authorities in the jurisdictions in which we operate.

(14) Segment Reporting and Business Concentrations

We report our results through two major operating groups: the Government Group and the Global Commercial Group. The Government Group derives its revenue from government customers in the U.S., whereas the Global Commercial Group provides a broad range of services both nationally and internationally and reports its results under three separate operating business divisions: Commercial Services ("CS"), Logistics, Processing and Disposal ("LP&D") and International.

The following table presents our segment information (in thousands):

18

	As of and for the Three Month Period ended June 30, 2013
	Government		Global Commercial Group						Corporate Unallocated
	Group		CS		LP&D		International		Items		Consolidated
Revenue from external customers(1)(2)	$	44,136	$	43,172	$	56,533	$	267,197	—		$	411,038
Income (loss) from operations(2)(3)	2,973		3,892		17,912		2,189		(49,064	)	(22,098		)
Depreciation, amortization and accretion expense(4)	934		6,939		6,570		1,971		1,135		17,549
Purchases of property, plant and equipment	43		110		3,055		26		20		3,254

	As of and for the Three Month Period ended June 30, 2012
	Government		Global Commercial Group						Corporate Unallocated
	Group		CS		LP&D		International		Items		Consolidated
Revenue from external customers(1)(2)	$	38,383	$	39,522	$	48,972	$	265,744	—		$	392,621
Income (loss) from operations(2)(3)	7,160		1,798		9,249		7,341		(21,459	)	4,089
Depreciation, amortization and accretion expense(4)	1,118		7,936		6,368		1,980		1,313		18,715
Purchases of property, plant and equipment	—		1,302		1,898		288		647		4,135

	As of and for the Six Month Period ended June 30, 2013
	Government		Global Commercial Group						Corporate Unallocated
	Group		CS		LP&D		International		Items			Consolidated
Revenue from external customers(1)(2)	$	87,683	$	84,084	$	99,947	$	665,532	$	—		$	937,246
Income (loss) from operations(2)(3)	7,384		6,055		24,884		22,977		(68,523		)	(7,223		)
Depreciation, amortization and accretion expense(4)	1,867		13,879		13,066		3,957		2,180			34,949
Goodwill	73,594		90,129		89,548		52,124		—			305,395
Other long-lived assets(5)	14,058		16,954		259,274		42,500		6,051			338,837
Purchases of property, plant and equipment	43		169		5,906		26		281			6,425
Total assets(6)	150,741		1,262,480		509,259		463,601		58,972			2,445,053

	As of and for the Six Month Period ended June 30, 2012
	Government		Global Commercial Group						Corporate Unallocated
	Group		CS		LP&D		International		Items			Consolidated
Revenue from external customers(1)(2)	$	80,772	$	80,479	$	93,361	$	628,701	$	—		$	883,313
Income (loss) from operations(2)(3)	2,790		2,704		11,802		26,288		(40,747		)	2,837
Depreciation, amortization and accretion expense(4)	2,445		15,837		13,003		3,854		2,593			37,732
Goodwill	73,594		90,129		89,548		53,614		—			306,885
Other long-lived assets(5)	19,127		23,980		264,888		52,083		16,301			376,379
Purchases of property, plant and equipment	2		3,939		5,460		761		954			11,116
Total assets(6)	168,427		1,511,568		547,699		578,269		90,797			2,896,760

______________________ 

(1) We eliminate intersegment revenue in consolidation. Intersegment revenue for the three month periods ended June 30, 2013, and 2012 was $4.6 million and $5.9 million, respectively. Intersegment revenue for the six month periods ended June 30, 2013, and 2012 was $10.1 million and $13.3 million, respectively. Revenue by segment represent revenue earned based on third-party billings to customers.

19

(2) Results of our operations for services provided to our customers in Canada, Asia and Europe are included in our are included in our International division.

(3) For the three month period ended June 30, 2013, we recorded a $0.1 million loss from our unconsolidated joint ventures of which $0.6 million loss is attributable to our LP&D operations and $0.5 million income is attributable to the Government Group. For the three month period ended June 30, 2012, we recorded $2.4 million of income from our unconsolidated joint ventures of which $0.1 loss is attributable to LP&D operations and $2.3 million income is attributable to the Government group. For the six month period ended June 30, 2013, we recorded a $0.6 million income from our unconsolidated joint ventures of which 0.8 million loss is attributable to our LP&D operations and $1.4 million income is attributable to the Government Group. For the six month period ended June 30, 2012, we recorded $3.1 million of income from our unconsolidated joint ventures of which $54,282 loss is attributable to LP&D operations and $3.1 million income is attributable to the Government Group.

(4) Depreciation, amortization and accretion expenses ("DA&A") are included in cost of revenue and SG&A expenses in the accompanying condensed consolidated statements of operations and comprehensive income (loss). DA&A expenses included in cost of revenue for the three month periods ended June 30, 2013, and 2012 were $12.3 million and $13.1 million, respectively. DA&A expenses included in cost of revenue for the six month periods ended June 30, 2013, and 2012 were $24.4 million and $26.6 million, respectively. DA&A expenses included in SG&A for the three month periods ended June 30, 2013, and 2012 were $5.2 million and $5.6 million, respectively. DA&A expenses included in SG&A for the six month periods ended June 30, 2013, and 2012 were $10.5 million and $11.1 million, respectively.

(5) Other long-lived assets include property, plant and equipment and other intangible assets.

(6) Corporate unallocated assets relate primarily to income tax receivables, deferred tax assets, deferred financing costs, prepaid expenses, and property, plant and equipment that benefit the entire Company and cash.

(15) Pension Plans

Net periodic benefit costs related to the Magnox pension plan consisted of the following (in thousands):

	For The Three Month						For The Six Month
	Period ended June 30,						Period ended June 30,
	2013			2012			2013			2012
Service cost	$	14,056		$	14,054		$	28,273		$	27,997
Interest cost	38,290			39,788			77,016			79,259
Expected return on plan assets	(44,780		)	(42,955		)	(90,071		)	(85,569		)
Net actuarial loss	77			119			154			237
	$	7,643		$	11,006		$	15,372		$	21,924

(16) Restructuring

In 2012, we initiated a restructuring plan (the "Restructuring Plan") to reduce operating costs and improve profitability within our operations in the U.S. Under the Restructuring Plan, we reduced our facility footprint and implemented a reduction of force across multiple business segments and functions. For the six month period ended June 30, 2013 we recognized $1.8 million in restructuring charges associated with lease and contract terminations, which is included in the condensed consolidated statements of operations and comprehensive income (loss) under cost of revenue related to our LP&D operations. For the six month period ended June 30, 2012 we recognized $5.9 million in restructuring charges related to severance and employee termination benefits, which is included in the condensed consolidated statements of operations and comprehensive income (loss) under corporate SG&A. The corresponding liabilities as of June 30, 2013 and December 31, 2012 were $5.3 million and $6.2 million, respectively, and are included in accrued expenses and other current liabilities and other noncurrent liabilities in the condensed consolidated balance sheets. In February 2013, we announced that we had substantially completed the Restructuring Plan. The remaining unpaid termination benefits are expected to be paid within the next 12 months.

In 2009, we started an initial organizational review of our Magnox sites and identified an opportunity to reduce the existing workforce, primarily at three sites at which decommissioning was relatively close to completion with only a few projects remaining. The termination plan was presented in two phases and was approved by the NDA. As a result of overstaffing at the Magnox sites, approximately 300 employees left us on a voluntary basis. For the six month period ended June 30, 2013 we recognized an additional $55.6 million of expected employee termination benefits related to the termination of approximately 200 employees at the Bradwell site, which is rapidly moving into the early care and maintenance phase. Additionally, we also accrued employee termination benefits for the Chapelcross site, which is decreasing in size following

20

completion of defueling activities and is preparing for further decommissioning, as well as the Dungeness, Oldbury, Trawsfynydd sites, which are getting ready to re-shape the workforce following cessation of power generation in 2014. No termination benefits were recognized for the six month period ended June 30, 2012. These benefits are included in cost of revenue in the accompanying condensed consolidated statements of operations and comprehensive income (loss) related to our International operations. The corresponding liability as of June 30, 2013 and December 31, 2012 was $55.0 million and $5.7 million, respectively, and is included in accrued expenses and other current liabilities and other long term liabilities in the condensed consolidated balance sheets. The remaining liability is expected to be paid over approximately the next 24 months.

The following is a reconciliation of the beginning and ending liability balances related to the Magnox employee termination benefits (in thousands):

	June 30, 2013			December 31, 2012
Beginning liability	$	5,695		$	32,659
Additions	55,555			—
Payments	(7,610		)	(27,888		)
Effect of exchange rate	1,376			924
Ending liability	55,016			5,695
Less current portion	(28,208		)	—
	$	26,808		$	5,695

The termination plan and employee benefits paid for the termination of these employees are in accordance with the existing employee and the trade union agreements and were pre-approved by the NDA. All employee termination benefits are treated as part of the normal Magnox cost base and are reimbursed by the NDA.

(17) Commitments and Contingencies

We may become subject to various claims and legal proceedings covering matters that may arise in the ordinary course of our business activities. As of June 30, 2013, we were not involved in any legal proceedings that we believe would have a material adverse effect on our consolidated financial position, operating results or cash flows.

Except as set forth below, there have been no material developments to the legal proceedings disclosed under Part I, Item 3. "Legal Proceedings" in our 2012 Annual Report and Part II, Item 1. "Legal Proceedings" in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2013.

False Claim Act Proceeding

As previously disclosed, on September 14, 2012, we and the plaintiffs in False Claims Act proceeding reached an agreement in principle to resolve all claims made by the plaintiffs in their complaint underlying the proceeding. The agreement does not contain an admission of guilt or other wrongdoing on the part of the Company, or our officers, directors or affiliates. On May 31, 2013, the U.S. government approved the settlement agreement and on June 7, 2013, the U.S. District Court for the District of Utah dismissed the proceeding.

(18) Guarantor and Non-Guarantor Financial Information

The 2018 senior notes were issued by EnergySolutions, Inc., the parent company, and EnergySolutions, LLC (together with EnergySolutions, Inc., the "Issuers"). The senior notes are jointly and severally guaranteed on a full and unconditional basis by each of the EnergySolutions, Inc.’s current and future domestic 100% owned subsidiaries that are guarantors under the senior secured credit facility, other than ZionSolutions LLC, which was established for the purpose of the Company’s license stewardship initiative, as well as up to five other special purpose subsidiaries that may be established for similar license stewardship projects, and certain other non-operating or immaterial subsidiaries.

Presented below is the condensed consolidating financial information of the issuers, our subsidiaries that are guarantors (the "Guarantor Subsidiaries"), and our subsidiaries that are not guarantors (the "Non-Guarantor Subsidiaries"). The condensed consolidating financial information reflects the investments of EnergySolutions, Inc. in the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries using the equity method of accounting.

21

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

For The Three Month Period ended June 30, 2013

(in thousands)

	Energy Solutions, Inc.			Energy Solutions, LLC			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Revenue	$	—		$	17,380		$	94,508		$	314,997		$	(15,847	)	$	411,038
Cost of revenue	—			(4,004		)	(76,823		)	(298,661		)	15,847			(363,641		)
Gross profit	—			13,376			17,685			16,336			—			47,397
Selling, general and administrative expenses	—			(49,483		)	(13,715		)	(6,199		)	—			(69,397		)
Equity in income of unconsolidated joint ventures	—			—			(98		)	—			—			(98		)
Operating income (loss)	—			(36,107		)	3,872			10,137			—			(22,098		)
Interest expense	—			(15,159		)	—			(3,639		)	—			(18,798		)
Income (loss) from subsidiaries	(56,228		)	(879		)	—			—			57,107			—
Other, net	—			(4,083		)	3			(9,530		)	—			(13,610		)
Income (loss) before income taxes	(56,228		)	(56,228		)	3,875			(3,032		)	57,107			(54,506		)
Provision for income taxes	(1,002		)	—			—			(1,724		)	—			(2,726		)
Net income (loss)	(57,230		)	(56,228		)	3,875			(4,756		)	57,107			(57,232		)
Less: net income attributable to noncontrolling interests	—			—			—			2			—			2
Net income (loss) attributable to EnergySolutions	$	(57,230	)	$	(56,228	)	$	3,875		$	(4,754	)	$	57,107		$	(57,230	)
Other comprehensive income (loss):
Net income (loss)	(57,230		)	(56,228		)	3,875			(4,756		)	57,107			(57,232		)
Foreign currency translation adjustments, net of taxes	—			—			—			(266		)	—			(266		)
Change in unrecognized actuarial loss	—			—			—			3			—			3
Other comprehensive income (loss)	(57,230		)	(56,228		)	3,875			(5,019		)	57,107			(57,495		)
Less: net income attributable to noncontrolling interests	—			—			—			2			—			2
Comprehensive income (loss) attributable to EnergySolutions	$	(57,230	)	$	(56,228	)	$	3,875		$	(5,017	)	$	57,107		$	(57,493	)

22

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

For The Six Month Period ended June 30, 2013

(in thousands)

	Energy Solutions, Inc.			Energy Solutions, LLC			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Revenue	$	—		$	28,655		$	191,403		$	746,049		$	(28,861	)	$	937,246
Cost of revenue	—			(11,199		)	(156,900		)	(704,191		)	28,861			(843,429		)
Gross profit	—			17,456			34,503			41,858			—			93,817
Selling, general and administrative expenses	—			(66,975		)	(23,690		)	(10,953		)	—			(101,618		)
Equity in income of unconsolidated joint ventures	—			—			578			—			—			578
Operating income (loss)	—			(49,519		)	11,391			30,905			—			(7,223		)
Interest expense	—			(30,349		)	—			(7,094		)	—			(37,443		)
Income (loss) from subsidiaries	(62,464		)	23,893			—			—			38,571			—
Other, net	—			(6,489		)	166			(5,176		)	—			(11,499		)
Income (loss) before income taxes	(62,464		)	(62,464		)	11,557			18,635			38,571			(56,165		)
Provision for income taxes	(2,966		)	—			—			(6,299		)	—			(9,265		)
Net income (loss)	(65,430		)	(62,464		)	11,557			12,336			38,571			(65,430		)
Less: net income attributable to noncontrolling interests	—			—			—			—			—			—
Net income (loss) attributable to EnergySolutions	$	(65,430	)	$	(62,464	)	$	11,557		$	12,336		$	38,571		$	(65,430	)
Other comprehensive income (loss):
Net income (loss)	(65,430		)	(62,464		)	11,557			12,336			38,571			(65,430		)
Foreign currency translation adjustments, net of taxes	—			—			—			(8,953		)	—			(8,953		)
Change in unrecognized actuarial loss	—			—			—			(475		)	—			(475		)
Other comprehensive income (loss)	(65,430		)	(62,464		)	11,557			2,908			38,571			(74,858		)
Less: net income attributable to noncontrolling interests	—			—			—			—			—			—
Comprehensive income (loss) attributable to EnergySolutions	$	(65,430	)	$	(62,464	)	$	11,557		$	2,908		$	38,571		$	(74,858	)

23

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

For The Three Month Period ended June 30, 2012

(in thousands)

	Energy Solutions, Inc.		Energy Solutions, LLC			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Revenue	$	—	$	13,240		$	91,682		$	292,116		$	(4,417	)	$	392,621
Cost of revenue	—		(8,757		)	(70,538		)	(281,840		)	4,417			(356,718		)
Gross profit	—		4,483			21,144			10,276			—			35,903
Selling, general and administrative expenses	—		(23,133		)	(5,950		)	(5,137		)	—			(34,220		)
Equity in income of unconsolidated joint ventures	—		—			2,406			—			—			2,406
Operating income (loss)	—		(18,650		)	17,600			5,139			—			4,089
Interest expense	—		(14,234		)	—			(3,261		)	—			(17,495		)
Income (loss) from subsidiaries	346		33,145			—			—			(33,491		)	—
Other, net	—		85			1,255			14,103			—			15,443
Income (loss) before income taxes	346		346			18,855			15,981			(33,491		)	2,037
Benefit from (provision for) income taxes	5,098		—			—			(1,728		)	—			3,370
Net income (loss)	5,444		346			18,855			14,253			(33,491		)	5,407
Less: net income attributable to noncontrolling interests	—		—			—			37			—			37
Net income (loss) attributable to EnergySolutions	$	5,444	$	346		$	18,855		$	14,290		$	(33,491	)	$	5,444
Other comprehensive income (loss):
Net income (loss)	5,444		346			18,855			14,253			(33,491		)	5,407
Foreign currency translation adjustments, net of taxes	—		(4,464		)	—			(4,464		)	4,464			(4,464		)
Change in unrecognized actuarial gain	—		(185		)	—			(185		)	185			(185		)
Other comprehensive income (loss)	5,444		(4,303		)	18,855			9,604			(28,842		)	758
Less: net income attributable to noncontrolling interests	—		—			—			37			—			37
Comprehensive income (loss) attributable to EnergySolutions	$	5,444	$	(4,303	)	$	18,855		$	9,641		$	(28,842	)	$	795

24

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

For The Six Month Period ended June 30, 2012

(in thousands)

	Energy Solutions, Inc.			Energy Solutions, LLC			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Revenue	$	—		$	24,795		$	187,478		$	690,208		$	(19,168	)	$	883,313
Cost of revenue	—			(17,628		)	(160,511		)	(656,759		)	19,168			(815,730		)
Gross profit	—			7,167			26,967			33,449			—			67,583
Selling, general and administrative expenses	—			(45,138		)	(13,169		)	(9,575		)	—			(67,882		)
Equity in income of unconsolidated joint ventures	—			—			3,136			—			—			3,136
Operating income (loss)	—			(37,971		)	16,934			23,874			—			2,837
Interest expense	—			(28,487		)	—			(6,699		)	—			(35,186		)
Income (loss) from subsidiaries	(5,023		)	61,260			—			—			(56,237		)	—
Other, net	—			175			1,244			32,306			—			33,725
Income (loss) before income taxes	(5,023		)	(5,023		)	18,178			49,481			(56,237		)	1,376
Benefit from (provision for) income taxes	9,798			—			—			(6,432		)	—			3,366
Net income (loss)	4,775			(5,023		)	18,178			43,049			(56,237		)	4,742
Less: net income attributable to noncontrolling interests	—			—			—			33			—			33
Net income (loss) attributable to EnergySolutions	$	4,775		$	(5,023	)	$	18,178		$	43,082		$	(56,237	)	$	4,775
Other comprehensive income (loss):
Net income (loss)	4,775			(5,023		)	18,178			43,049			(56,237		)	4,742
Foreign currency translation adjustments, net of taxes	—			1,380			—			1,380			(1,380		)	1,380
Change in unrecognized actuarial gain	—			(32		)	—			(32		)	32			(32		)
Other comprehensive income (loss)	4,775			(3,675		)	18,178			44,397			(57,585		)	6,090
Less: net income attributable to noncontrolling interests	—			—			—			33			—			33
Comprehensive income (loss) attributable to EnergySolutions	$	4,775		$	(3,675	)	$	18,178		$	44,430		$	(57,585	)	$	6,123

25

CONDENSED CONSOLIDATING BALANCE SHEET

As of June 30, 2013

(in thousands)

	Energy Solutions, Inc.			Energy Solutions, LLC			Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Total current assets	$	8,583		$	48,230		$	97,114	$	530,825	$	(1,251	)	$	683,501
Property, plant and equipment, net	—			55,491			57,341		2,161		—			114,993
Goodwill	—			29,765			223,506		52,124		—			305,395
Intangibles, net	—			157,345			24,655		41,844		—			223,844
Restricted cash	—			110,463			4,826		200,403		—			315,692
Nuclear decommissioning trust fund	—			—			—		378,011		—			378,011
Long-term deferred costs less current portion	—			—			—		310,559		—			310,559
Investment in subsidiaries	(81,445		)	630,272			—		—		(548,827		)	—
Intercompany receivable	306,880			—			132,167		7,141		(446,188		)	—
Other long term assets	—			13,197			13,371		86,490		—			113,058
TOTAL ASSETS	$	234,018		$	1,044,763		$	552,980	$	1,609,558	$	(996,266	)	$	2,445,053
Liabilities and Equity
Intercompany loan payable	$	—		$	425,879		$	—	$	—	$	(425,879	)	$	—
Intercompany payable	—						3,959		20,309		(24,268		)	—
Total current liabilities	—			198,173			50,192		460,366		2,708			711,439
Long-term debt, less current portion	—			467,510			—		197,143		—			664,653
Facility and equipment decontamination and decommissioning liabilities, current portion	—			31,598			38,253		357,133		—			426,984
Unearned revenue, less current portion	—			0			—		314,547		—			314,547
Other liabilities, net	1,434			3,048			1,060		88,804		—			94,346
Equity	232,584			(81,445		)	459,516		170,756		(548,827		)	232,584
Noncontrolling interests	—			—			—		500		—			500
TOTAL LIABILITIES AND EQUITY	$	234,018		$	1,044,763		$	552,980	$	1,609,558	$	(996,266	)	$	2,445,053

26

CONDENSED CONSOLIDATING BALANCE SHEET

As of December 31, 2012

(in thousands)

	Energy Solutions, Inc.			Energy Solutions, LLC			Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Total current assets	$	6,423		$	128,479		$	115,603	$	545,483	$	(1,453	)	$	794,535
Property, plant and equipment, net	—			60,657			54,112		2,975		—			117,744
Goodwill	—			29,765			223,506		55,337		—			308,608
Intangibles, net	—			160,198			31,186		48,167		—			239,551
Restricted cash	—			110,471			5,867		200,416		—			316,754
Nuclear decommissioning trust fund	—			—			—		445,989		—			445,989
Long-term deferred costs less current portion	—			—			—		360,185		—			360,185
Investment in subsidiaries	(9,554		)	616,038			—		—		(606,484		)	—
Intercompany receivable	303,550			—			108,032		1,302		(412,884		)	—
Other long term assets	—			10,884			16,450		44,762		—			72,096
TOTAL ASSETS	$	300,419		$	1,116,492		$	554,756	$	1,704,616	$	(1,020,821	)	$	2,655,462
Liabilities and Stockholders’ Equity
Intercompany loan payable	$	—		$	401,015		$	—	$	—	$	(401,015	)	$	—
Intercompany payable	—			—			1,441		11,869		(13,310		)	—
Total current liabilities	—			88,815			67,198		488,779		(12		)	644,780
Long-term debt, less current portion	—			601,836			—		196,741		—			798,577
Facility and equipment decontamination and decommissioning liabilities, current portion	—			31,206			39,358		414,883		—			485,447
Unearned revenue, less current portion	—			0			—		366,710		—			366,710
Other liabilities, net	—			3,174			1,051		54,804		—			59,029
Stockholders’ equity	300,419			(9,554		)	445,708		170,330		(606,484		)	300,419
Noncontrolling interests	—			—			—		500		—			500
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	300,419		$	1,116,492		$	554,756	$	1,704,616	$	(1,020,821	)	$	2,655,462

27

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW

For The Six Month Period ended June 30, 2013

(in thousands)

	Energy Solutions, Inc.			Energy Solutions, LLC			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Cash flow from operating activities
Net cash provided by (used in) operating activities	$	(71,639	)	$	(53,803	)	$	34,290		$	39,100		$	49,218		$	(2,834	)
Cash flow from investing activities
Purchases of property, plant and equipment	—			(618		)	(5,746		)	(61		)	—			(6,425		)
Purchase of investments in nuclear decommissioning trust fund	—			—			—			(430,211		)	—			(430,211		)
Proceeds from sales of nuclear decommissioning trust fund investments	—			—			—			432,762			—			432,762
Net cash provided by (used in) investing activities	—			(618		)	(5,746		)	2,490			—			(3,874		)
Cash flows from financing activities
Intercompany loan receivable	7,522			—			(29,973		)	—			22,451			—
Intercompany loan payable				15,526			(1,514		)	—			(14,012		)	—
Investment in subsidiary	71,891			(14,234		)	—			—			(57,657		)	—
Repayments of long term debt	—			(16,592		)	—			—			—			(16,592		)
Debt financing fess	—			(1,960		)	—			(1,200		)	—			(3,160		)
Minimum tax withholding on restricted stock awards	(432		)	—			—			—			—			(432		)
Repurchase of common stock	(7,342		)													(7,342		)
Repayments of capital lease obligations	—			(362		)	—			—			—			(362		)
Net cash provided by (used in) financing activities	71,639			(17,622		)	(31,487		)	(1,200		)	(49,218		)	(27,888		)
Effect of exchange rate on cash	—			—			—			(2,066		)	—			(2,066		)
Net increase in cash and cash equivalents	—			(72,043		)	(2,943		)	38,324			—			(36,662		)
Cash and cash equivalents, beginning of period	—			93,080			3,371			37,740			—			134,191
Cash and cash equivalents, end of period	$	—		$	21,037		$	428		$	76,064		$	—		$	97,529

28

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW

For The Six Month Period ended June 30, 2012

(in thousands)

	Energy Solutions, Inc.			Energy Solutions, LLC			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Cash flow from operating activities
Net cash provided by (used in) operating activities	$	(3,594	)	$	15,825		$	23,893		$	344		$	(38,464	)	$	(1,996	)
Cash flow from investing activities
Purchases of property, plant and equipment	—			(3,880		)	(4,481		)	(2,755		)	—			(11,116		)
Purchase of investments in nuclear decommissioning trust fund	—			—			—			(457,279		)	—			(457,279		)
Proceeds from sales of nuclear decommissioning trust fund investments	—			—			—			459,488			—			459,488
Proceeds from disposition of property, plant and equipment	—			—			5,195			—			—			5,195
Net cash provided by (used in) investing activities	—			(3,880		)	714			(546		)	—			(3,712		)
Cash flows from financing activities
Intercompany loan receivable	(1,337		)	44,232			(30,729		)	—			(12,166		)	—
Intercompany loan payable	—			1,337			—			—			(1,337		)	—
Investment in subsidiary	3,674			(58,499		)	—			—			54,825			—
Dividend: minority interest	—			—			—			(157		)	—			(157		)
Minimum tax withholding on restricted stock awards	(91		)	—			—			—			—			(91		)
Repayments of capital lease obligations	—			(313		)	—			—			—			(313		)
Net cash provided by (used in) financing activities	2,246			(13,243		)	(30,729		)	(157		)	41,322			(561		)
Effect of exchange rate on cash	1,348			1,348			(19		)	429			(2,772		)	334
Net increase in cash and cash equivalents	—			50			(6,141		)	70			86			(5,935		)
Cash and cash equivalents, beginning of period	—			694			—			76,519			—			77,213
Cash and cash equivalents, end of period	$	—		$	744		$	(6,141	)	$	76,589		$	86		$	71,278

29

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of the financial condition and results of operations should be read together with the condensed consolidated financial statements and the related notes of EnergySolutions included elsewhere in this Quarterly Report on Form 10-Q, and with our audited consolidated financial statements and the related notes included in our Annual Report on Form 10-K for the year ended December 31, 2012, as amended (the "2012 Annual Report").

Cautionary Statement Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements are based on the current expectations and beliefs of EnergySolutions and are subject to a number of risks, uncertainties and assumptions that could cause actual results to differ materially from those described in the forward-looking statements. Any statements that are not statements of historical fact (such as statements containing the words "believes," "plans," "anticipates," "expects," "estimates" and similar expressions) should be considered forward-looking statements. As a result, caution must be exercised in relying on forward-looking statements. Due to known and unknown risks, our actual results may differ materially from our expectations or projections.

While most risks affect only future revenue or expenses, some risks may relate to accruals that have already been reflected in earnings. Our failure to receive payments of accrued amounts or incurrence of liabilities in excess of amounts previously recognized could result in a charge against future earnings.

Additional risk factors that may affect future results are contained in the subsection entitled "Risk Factors" under Part I, Item 1A of the 2012 Annual Report. Because forward-looking statements involve risks and uncertainties, actual results and events may differ materially from results and events currently expected by us. We expressly disclaim any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect any change of expectations with regard thereto or to reflect any change in events, conditions or circumstances.

Overview

We are a leading provider of a broad range of nuclear services to government and commercial customers who rely on our expertise to address their needs throughout the lifecycle of their nuclear operations. Our broad range of nuclear services includes engineering, in-plant support services, spent nuclear fuel management, decontamination and decommissioning ("D&D") services, operation of nuclear reactors, logistics, transportation, processing, and low-level radioactive waste disposal. We also own and operate strategic processing and disposal facilities that complement our services and uniquely position us to provide a single-source solution to our customers. We derive almost 100% of our revenue from the provision of nuclear services.

We provide our services through two customer groups: the Government Group and the Global Commercial Group. Our Government Group provides services to U.S. government customers for the management and operation, and/or clean-up of facilities with radioactive materials. The Global Commercial Group, reports its results under three operating business divisions: Commercial Services, Logistics, Processing and Disposal ("LP&D"), and International. Our Government Group customers are individual offices, departments and administrations within the U.S. Department of Energy ("DOE") and the U.S. Department of Defense. Our Commercial Services operations provide a broad range of on-site services, including D&D services and comprehensive long-term stewardship D&D work for shut-down nuclear power plants and similar operations, to commercial customers. Our commercial customers include power and utility companies, pharmaceutical companies, research laboratories, universities, industrial facilities, state agencies and other commercial entities that are involved with nuclear materials as well as state agencies in the U.S. Our LP&D operations provide a broad range of logistics, transportation, processing and disposal services to both government and commercial customers. Our LP&D division also operates our facilities for the processing and disposal of radioactive materials, including our facility in Clive, Utah, four facilities in Tennessee, and two facilities in Barnwell, South Carolina. Our International division derives revenue primarily through contracts with the Nuclear Decommissioning Authority ("NDA") in the United Kingdom ("U.K.") to operate, manage and decommission ten Magnox sites with twenty-two nuclear reactors. In addition, our International division also provides turn-key services and sub-contract services for the treatment, processing, storage and disposal of radioactive waste from nuclear sites and non-nuclear facilities such as hospitals, research facilities and other manufacturing and industrial facilities.

We continue our work on the Magnox contract. The Magnox contract has been extended and are scheduled to expire on September 30, 2014. As expected, the NDA published a notice advising of its intention to launch the contract rebid process

30

that is expected to be completed in late 2013. We are competing for the rebid of the Magnox contracts by teaming with one other partner.

On January 7, 2013, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with Rockwell Holdco, Inc., a Delaware corporation (the "Parent" or "Rockwell") and Rockwell Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub") established as an acquisition vehicle for the purpose of acquiring the Company. The Merger Agreement was later amended on April 5, 2013. Pursuant to the terms of the Merger Agreement, as amended, on May 24, 2013 (the "Merger Date"), Merger Sub completed its acquisition of 100% of the Company's Common Stock and merged with and into the Company, with the Company continuing as the surviving corporation (the "Merger"). Parent is 100% owned by Energy Capital Partners II, LP and its parallel funds ("Energy Capital" or "ECP") a leading private equity firm focused on investing in North America's energy infrastructure.

On the Merger Date, each issued and outstanding share of common stock of the Company (other than shares of Company Common Stock held in the treasury of the Company or owned by Parent, affiliates of Parent, Merger Sub, a subsidiary of the Company or by stockholders who have validly exercised and perfected their appraisal rights under Delaware law), was converted into the right to receive $4.15 in cash, without interest and subject to any required withholding of taxes. The Company's common stock ceased to be traded on the New York Stock Exchange after close of market on May 24, 2013. The Company continues its operations as a privately-held company. The Company has filed with the Securities and Exchange Commission (the "SEC"), or has had filed on its behalf, a Form 15 and Form 25 to deregister the Company's common stock under Sections 12(b) and (g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), respectively, which deregistration will become effective 90 days after the filing of the applicable form. Further, the Company's reporting obligations under Section 15(d) of the Exchange Act on account of its common stock will be suspended effective January 1, 2014, at which time the Company will no longer file periodic reports with the SEC on account of its common stock, but will continue to have public reporting obligations with the SEC with respect to its 10.75% Senior Notes due 2018 as required by the indenture governing such Senior Notes.

We refer to the May 24, 2013 acquisition of EnergySolutions by Rockwell as the "Merger Transaction". The following events describe the transactions that occurred in connection with the Merger Transaction:

• Parent and EnergySolutions purchased and retired all of the Company's outstanding common stock as of the Merger Date and paid approximately $383.2 million in cash to the Company's stockholders. Of the total amount paid, EnergySolutions directly purchased 1.8 million shares for $7.3 million from cash on hand. The 1.8 million shares were issued as a result of accelerated vesting of previously issued restricted stock awards due to change in control.

• Parent paid $10.9 million of Merger Transaction related costs on behalf of EnergySolutions. Payments made by Parent on the Company's behalf were accounted for as capital contributions. Of the $10.9 million transaction costs, approximately $3.1 million was capitalized as debt issuance costs and the remainder was expensed on the Merger Date and is included in the condensed consolidated statements of operations and comprehensive income (loss) under selling, general and administrative ("SG&A") expenses.

• EnergySolutions incurred $32.6 million of Merger Transaction related expenses. These expenses were comprised primarily of employee incentive compensation and related payroll taxes of $21.0 million and professional fees of $11.6 million. These expenses were included in the condensed consolidated statements of operations and comprehensive income (loss) under cost of revenue and SG&A expenses.

31

Results of Operations

The following is a summary of our results of operations (in thousands):

	Three Month Period						Six Month Period
	Ended June 30,						Ended June 30,
	2013			2012			2013			2012
Revenue:
Government Group	$	44,136		$	38,383		$	87,683		$	80,772
Global Commercial Group
Commercial Services	43,172			39,522			84,084			80,479
LP&D	56,533			48,972			99,947			93,361
International	267,197			265,744			665,532			628,701
Total revenue	411,038			392,621			937,246			883,313
Cost of revenue:
Government Group	(37,422		)	(30,752		)	(75,076		)	(74,427		)
Global Commercial Group
Commercial Services	(37,350		)	(34,335		)	(74,059		)	(73,753		)
LP&D	(34,121		)	(37,947		)	(67,723		)	(77,392		)
International	(254,748		)	(253,684		)	(626,571		)	(590,158		)
Total cost of revenue(1)	(363,641		)	(356,718		)	(843,429		)	(815,730		)
Gross profit:
Government Group	6,714			7,631			12,607			6,345
Global Commercial Group
Commercial Services	5,822			5,187			10,025			6,726
LP&D	22,412			11,025			32,224			15,969
International	12,449			12,060			38,961			38,543
Total gross profit	47,397			35,903			93,817			67,583
Selling, general and administrative expenses:
Segment SG&A	(20,333		)	(12,761		)	(33,095		)	(27,135		)
Corporate SG&A	(49,064		)	(21,459		)	(68,523		)	(40,747		)
Total segment selling, general and administrative expenses(1)	(69,397		)	(34,220		)	(101,618		)	(67,882		)
Equity in income (loss) of unconsolidated joint ventures(2)	(98		)	2,406			578			3,136
Total income (loss) from operations	(22,098		)	4,089			(7,223		)	2,837
Interest expense	(18,798		)	(17,495		)	(37,443		)	(35,186		)
Other income (expense), net	(13,610		)	15,443			(11,499		)	33,725
Income (loss) before income taxes and noncontrolling interests	(54,506		)	2,037			(56,165		)	1,376
Income tax benefit (expense)	(2,726		)	3,370			(9,265		)	3,366
Net income (loss)	(57,232		)	5,407			(65,430		)	4,742
Less: Net income attributable to noncontrolling interests	2			37			—			33
Net income (loss) attributable to EnergySolutions	$	(57,230	)	$	5,444		$	(65,430	)	$	4,775

______________________________

(1) Depreciation, amortization and accretion expenses ("DA&A") are included in cost of revenue and SG&A expenses in the accompanying condensed consolidated statements of operations and comprehensive income (loss). DA&A expenses included in cost of revenue for the three month periods ended June 30, 2013, and 2012 were $12.3 million and $13.1 million, respectively. DA&A expenses included in cost of revenue for the six month periods ended June 30, 2013, and 2012 were $24.4 million and $26.6 million, respectively. DA&A expenses included in SG&A for the three month periods ended June 30, 2013, and 2012 were $5.2

32

million and $5.6 million, respectively. DA&A expenses included in SG&A for the six month periods ended June 30, 2013, and 2012 were $10.5 million and $11.1 million, respectively.

(2) For the three month period ended June 30, 2013, we recorded a $0.1 million loss from our unconsolidated joint ventures of which $0.6 million loss is attributable to our LP&D operations and $0.5 million income is attributable to the Government Group. For the three month period ended June 30, 2012, we recorded $2.406 million of income from our unconsolidated joint ventures of which $0.1 loss is attributable to LP&D operations and $2.3 million income is attributable to the Government Group. For the six month period ended June 30, 2013, we recorded a $0.578 million income from our unconsolidated joint ventures of which 0.8 million loss is attributable to our LP&D operations and $1.4 million income is attributable to the Government Group. For the six month period ended June 30, 2012, we recorded $3.1 million of income from our unconsolidated joint ventures of which $54,282 loss is attributable to LP&D operations and $3.1 million income is attributable to the Government Group.

Three Month Period Ended June 30, 2013 Compared to the Three Month Period Ended June 30, 2012

Government Group

Revenue from our Government Group increased $5.8 million to $44.1 million for the three month period ended June 30, 2013 compared to the three month period ended June 30, 2012, due primarily to increased waste management and disposition activities on certain government projects and increased testing activities on our large scale mixing projects. In addition, gross profit decreased $1.0 million and gross margin decreased to 15.2% for the three month period ended June 30, 2013 from 19.9% for the three month period ended June 30, 2012 due primarily to the overall reduction of federal spending throughout the year and the completion of certain major contracts during the second quarter of 2012.

Revenue and cost of revenue from our Southwest division increased $5.6 million and $4.6 million, respectively, for the three month period ended June 30, 2013 compared to the three month period ended June 30, 2012 due primarily to increased activity on our waste characterization and disposal project at the Los Alamos National Laboratory.  As a result, gross profit increased $1.0 million for the three month period ended June 30, 2013 compared to the same period in 2012.

Revenue and cost of revenue related to engineering and technology projects division increased $1.7 million and $1.1 million, respectively, for the three month period ended June 30, 2013 compared to the three month period ended June 30, 2012 due primarily to increased testing activities on our large scale mixing projects.  As a result, gross profit increased $0.6 million for the three month period ended June 30, 2013 compared to the same period in 2012.

Our contract with the DOE to clean up the Atlas mill tailings site near Moab, Utah was completed during the three month period ended June 30, 2012. As such, revenue, cost of revenue and gross profit related to this project decreased $2.1 million, $1.7 million and $0.4 million, respectively, for the three month period ended June 30, 2013 compared to the same period in 2012.

Revenue and cost of revenue related to commercial utility projects decreased $2.2 million and $1.4 million, respectively, for the three month period ended June 30, 2013 compared to the three month period ended June 30, 2012 due primarily to a completion of two major decommissioning projects related to the disposal of a reactor vessel and a steam turbine. As a result, gross profit decreased $0.8 million for the three month period ended June 30, 2013 compared to the same period in 2012.

Global Commercial Group

Commercial Services

Revenue from our Commercial Services increased $3.6 million to $43.2 million for the three month period ended June 30, 2013 compared to the three month period ended June 30, 2012, due primarily to increased spent fuel fabrication activities at the Zion Station project. In addition, gross profit increased $0.6 million and gross margin increased to 13.5% for the three month period ended June 30, 2013 from 13.1% for the three month period ended June 30, 2012 due primarily to a decrease in accretion costs associated with the Zion Station project when compared to 2012.

Revenue and cost of revenue related to the decommissioning of the Zion Station project increased $7.9 million and $4.6 million, respectively, for the three month period ended June 30, 2013, compared to the three month period ended June 30, 2012, due primarily to increased activities related to the independent spent fuel storage installation and to a decrease in accretion costs when compared to 2012. As a result, gross profit increased $3.3 million for the three month period ended June 30, 2013 compared to the same period in 2012.

33

Revenue and cost of revenue related to our spent fuel pool systems increased $1.1 million and $0.6 million, respectively, for the three month period ended June 30, 2013 compared to the three month period ended June 30, 2012 due to increased demand for liners and storage containers during the second quarter of 2013. As a result, gross profit increased $0.5 million for the three month period ended June 30, 2013 compared to the same period in 2012.

LP&D

Revenue from our LP&D operations increased $7.6 million to $56.5 million for the three month period ended June 30, 2013 compared to the three month period ended June 30, 2012, due primarily to an increase in waste disposal volumes disposed at our Clive, Utah facility and increased processing volumes at our Bear Creek, Tennessee facility. In addition, gross profit increased $11.4 million and gross margin increased to 39.6% for the three month period ended June 30, 2013 from 22.5% for the three month period ended June 30, 2012 due primarily to cost savings initiatives implemented during the second half of 2012.

Revenue related to our disposal facilities increased $3.3 million for the three month period ended June 30, 2013 compared to the three month period ended June 30, 2012, due primarily to higher disposal volumes. In contrast, cost of revenue decreased $2.5 million for the three month period ended June 30, 2013 resulting from the cost savings initiatives. Gross profit increased $5.8 million for the three month period ended June 30, 2013 compared to the same period in 2012.

Revenue from our processing facilities increased $5.3 million for the three month period ended June 30, 2013 compared to the three month period ended June 30, 2012, due primarily to increased metal melting and incineration activities and a reduction in backlog work. Cost of revenue remained steady for the three month period ended June 30, 2013 resulting primarily from the realization of cost savings initiatives. As a result, gross profit increased $5.3 million for the three month period ended June 30, 2013 compared to the same period in 2012.

Revenue and cost of revenue from our logistics operations decreased $1.0 million and $1.3 million, respectively, for the three month period ended June 30, 2013 compared to the three month period ended June 30, 2012, due primarily to decreased shipping activity on major contracts. As a result, gross profit decreased $0.3 million for the three month period ended June 30, 2013 compared to the same period in 2012.

International

Revenue from our operations in the U.K. increased $6.1 million to $261.3 million for the three month period ended June 30, 2013 compared to the three month period ended June 30, 2012, due primarily to additional contract incentive fees recognized during the second quarter of 2013 associated with the completion of the 2012/2013 contract year and higher cost efficiency fees resulting from the exceptional generation performance of the Wylfa nuclear power station. Cost of revenue increased $5.7 million primarily due to increased costs in waste processing and managing activities and schedule delays on other contracts in Europe. Gross profit increased $0.4 million and gross margin increased to 4.7% for the three month period ended June 30, 2013 from 4.5% for the three month period ended June 30, 2012.

Revenue and cost of revenue were also impacted by a decrease in the quarterly average pound sterling exchange rates period over period from 1.5836 for the three month period ended June 30, 2012 to 1.5362 for the three month period ended June 30, 2013.

Revenue and cost of revenue from our operations in Asia decreased $4.5 million and $4.0 million, respectively, for the three month period ended June 30, 2013 compared to the three month period ended June 30, 2012, due primarily to completion of a major delivery of media filters, containers and water treatment systems during the second quarter of 2012. In addition, our reactor commissioning activities at the Yangjiang and Haiyang nuclear power plants in China are winding down and moving into the final equipment testing phase. As a result, gross profit decreased $0.5 million for the three month period ended June 30, 2013 compared to the same period in 2012.

Segment selling, general and administrative expenses

Segment SG&A expenses include expenses that are not directly associated with performing services for our customers. These expenses consist primarily of compensation and related benefits for management and administrative personnel, preparing contract bids, office expenses, advisory fees, professional fees, strategic growth initiatives such as research and development, and administrative overhead. Segment SG&A expenses increased $7.5 million, or 59.3%, to $20.3 million for the three month period ended June 30, 2013 compared to $12.8 million for the three month period ended June 30, 2012, due primarily to

34

increased bidding and proposal expenses and increased employee compensation expense due to acceleration of equity-based awards as a result of the change in control. Segment SG&A expenses, as a percentage of revenue, increased 1.7% for the three month period ended June 30, 2013 compared to the same period in 2012.

Corporate selling, general and administrative expenses

Corporate SG&A expenses reflect costs associated with supporting our entire company including executive management and administrative functions such as accounting, treasury, legal, human resources, and information technology, as well as other costs required to support our company. Corporate SG&A expenses increased $27.6 million, to $49.1 million, for the three month period ended June 30, 2013, from $21.5 million for the three month period ended June 30, 2012 due primarily to recognition of merger transaction expenses related to employee incentives, professional and consulting fees and equity-based and performance compensation. These increases were partially offset by a decrease in restructuring and transitional charges associated with the management change that occurred during the second quarter of 2012.

Equity in income of unconsolidated joint ventures

Income from unconsolidated joint ventures decreased $2.3 million for the three month period ended June 30, 2013, compared to the three month period ended June 30, 2012, due primarily to a decrease from our proportional share of income coming from our Washington River Protection Solutions LLC joint venture at the Hanford site and a $0.6 million loss recorded in connection with our SempraSafe LLC joint venture.

Interest expense

Interest expense increased $1.3 million to $18.8 million for the three month period ended June 30, 2013 from $17.5 million for the three month period ended June 30, 2012, due primarily to the 0.5% increase in the variable interest rate on the term loan upon completion of the Merger pursuant to Amendment 2 to the Credit Agreement and Consent and Waiver (the "Loan Amendment"). For the three month periods ended June 30, 2013 and 2012, the variable interest rate on our term loan was 6.75% and 6.25%, respectively, while our senior notes bear interest at a fixed annual rate of 10.75%.

Other income (expense), net

Other income (expense), net, decreased $29.0 million to $13.6 million of expense for the three month period ended June 30, 2013 from $15.4 million of income for the three month period ended June 30, 2012, due primarily to a significant increase in unrealized losses from investments in the nuclear decommissioning trust ("NDT") fund during the second quarter of 2013 resulting from increases in fixed income yields across most classes of securities that decreases market values and, in the case of NDT fund investments, unrealized capital gains. For the three month period ended June 30, 2013, we also recorded $4.3 million of arranger fees associated with the Loan Amendment to our senior secured credit facility and the successful completion of the Merger.

Income taxes

We recognized income tax expense of $2.7 million for the three month period ended June 30, 2013 compared to a $3.4 income tax benefit for the three month period ended June 30, 2012, for quarterly effective rates of 5.0% and negative 162.6%, respectively, based on an estimated annual effective tax rate method. The negative rate resulted from the combination of income tax expense and pretax book losses.

The 2013 effective tax rate differs from the statutory rate of 35% primarily as a result of the amount of income tax expense relative to the amount of pretax book losses, lower tax on income in foreign jurisdictions and the NDT fund, the tax benefit of foreign research and development credits, and valuation allowances recorded on benefits in loss jurisdictions.

The 2012 effective tax rate differs from the statutory rate of 35% primarily as a result of the amount of income tax expense relative to the amount of pretax book income, lower tax on income in foreign jurisdictions and the NDT fund, the tax benefit of foreign research and development credits, income tax expense due to the change in management's assertion with respect to unremitted foreign earnings, offset by foreign tax credits and further offset by the release of a domestic valuation allowance on net operating losses resulting from an increase in taxable income due to the partial change in the reinvestment assertion, and the reversal of certain unrecognized tax benefits.

35

Six Month Period Ended June 30, 2013 Compared to Six Month Period Ended June 30, 2012

Government Group

Revenue from our Government Group increased $6.9 million to $87.7 million for the six month period ended June 30, 2013 compared to the six month period ended June 30, 2012, due primarily to increased waste management and disposition activities on certain government projects and increased testing activities on our large scale mixing projects. These increases were largely offset by the completion of major projects in 2012 and the overall reduction of federal spending throughout the year. Gross profit increased $6.3 million and gross margin increased to 14.4% for the six month period ended June 30, 2013 from 7.9% for the six month period ended June 30, 2012 due primarily to a fee adjustment recorded in March 2012 related to our Salt Waste project.

Revenue and cost of revenue from our Southwest division increased $8.8 million and $6.8 million, respectively, for the six month period ended June 30, 2013 compared to the six month period ended June 30, 2012 due primarily to increased activity on our waste characterization and disposal project at the Los Alamos National Laboratory. As a result, gross profit increased $2.0 million for the six month period ended June 30, 2013 compared to the same period in 2012.

Revenue from our Salt Waste project increased $5.9 million and cost of revenue decrease $0.1 million, respectively, for the six month period ended June 30, 2013 compared to the six month period ended June 30, 2012, due primarily to a $6.4 million fee adjustment in March 2012 resulting from expected costs to complete the contract exceeding the original total budgeted costs. As a result, gross profit increased $6.0 million for the six month period ended June 30, 2013 compared to the same period in 2012.

Revenue and cost of revenue related to engineering and technology projects increased $3.9 million and $3.2 million, respectively, for the six month period ended June 30, 2013 compared to the six month period ended June 30, 2012 due primarily to increased testing activities on large scale mixing projects. As a result, gross profit increased $0.7 million for the six month period ended June 30, 2013 compared to the same period in 2012.

Our contract with the DOE to clean up the Atlas mill tailings site near Moab, Utah was completed in April 2012. As a result, revenue, cost of revenue and gross profit for the six month period ended June 30, 2013 compared to the six month period ended June 30, 2012, decreased $9.9 million, $8.9 million and $1.0 million, respectively.

We also completed our liquids and gases staff augmentation project in Oak Ridge, Tennessee, during the second quarter of 2012. As a result, revenue, cost of revenue and gross profit for the six month period ended June 30, 2013 compared to the six month period ended June 30, 2012, decreased $3.0 million, $2.4 million and $0.6 million, respectively.

Global Commercial Group

Commercial Services

Revenue from our Commercial Services operations increased $3.6 million to $84.1 million for the six month period ended June 30, 2013 compared to the six month period ended June 30, 2012, due primarily to increased independent spent fuel fabrication activities at the Zion Station project and increased demand for spent fuel pool systems offset by a decrease in commercial utility projects. In addition, gross profit increased $3.2 million and gross margin increased to 11.9% for the six month period ended June 30, 2013 from 8.3% for the six month period ended June 30, 2012 due primarily to the combination of higher ARO gain and lower accretion expense.

Revenue and cost of revenue related to the decommissioning of the Zion Station project increased $12.4 million and $6.9 million, respectively, for the six month period ended June 30, 2013, compared to the six month period ended June 30, 2012, due primarily to increased activities related to the independent spent fuel storage installation and to a decrease in accretion costs when compared to 2012. As a result, gross profit increased $5.5 million for the six month period ended June 30, 2013 compared to the same period in 2012.

Revenue and cost of revenue related to our spent fuel pool systems increased $2.3 million and $1.5 million, respectively, for the six month period ended June 30, 2013 compared to the six month period ended June 30, 2012 due to increased demand for liners and storage containers as well as increased support work for the Zion Station project. As a result, gross profit increased $0.8 million for the six month period ended June 30, 2013 compared to the same period in 2012.

36

Revenue and cost of revenue related to commercial utility projects decreased $3.1 million and $3.3 million, respectively, for the six month period ended June 30, 2013 compared to the six month period ended June 30, 2012 due primarily to the completion of two major decommissioning projects related to the disposal of a reactor vessel and a steam turbine. As a result, gross profit increased $0.2 million for the six month period ended June 30, 2013 compared to the same period in 2012.

LP&D

Revenue from our LP&D operations increased $6.6 million to $99.9 million for the six month period ended June 30, 2013 compared to the six month period ended June 30, 2012, due primarily to an increase in waste disposal volumes disposed at our Clive, Utah facility and increased processing volumes at our Bear Creek, Tennessee facility. In addition, gross profit increased $16.2 million and gross margin increased to 32.2% for the six month period ended June 30, 2013 from 17.1% for the six month period ended June 30, 2012 due primarily to cost savings initiatives implemented during the second half of 2012.

Revenue related to our disposal facilities increased $1.2 million for the six month period ended June 30, 2013 compared to the six month period ended June 30, 2012, due primarily to higher disposal volumes. In contrast, cost of revenue decreased $6.7 million for the six month period ended June 30, 2013 as a result of the cost savings initiatives. As a result, gross profit increased $7.9 million for the six month period ended June 30, 2013 compared to the same period in 2012.

Revenue from our processing facilities increased $7.6 million for the six month period ended June 30, 2013 compared to the six month period ended June 30, 2012, due primarily to increased metal melting and incineration activities and a reduction in backlog work. In contrast, cost of revenue decreased $2.0 million for the six month period ended June 30, 2013 due primarily from the realization of cost savings initiatives. As a result, gross profit increased $9.6 million for the six month period ended June 30, 2013 compared to the same period in 2012.

Revenue and cost of revenue from our logistics operations decreased $2.2 million and $0.7 million, respectively, for the six month period ended June 30, 2013 compared to the six month period ended June 30, 2012, due primarily to decreased shipping activity on major contracts. As a result, gross profit increased $1.5 million for the six month period ended June 30, 2013 compared to the same period in 2012.

International

Revenue and cost of revenue related to our operations in the U.K. increased $35.8 million and $35.6 million, respectively, for the six month period ended June 30, 2013 compared to the six month period ended June 30, 2012, due primarily to additional employee costs incurred while performing services on Magnox. These employee costs are reimbursable from the NDA under the terms of the Magnox contracts. Gross profit increased $0.2 million for the six month period ended June 30, 2013 compared to the same period in 2012 primarily due to higher efficiency fees resulting from the exceptional generation performance of a reactor at the Wylfa nuclear power station and higher incentive fees recognized for the closing of the 2012/2013 contract year. Results from our operations in the U.K. were negatively impacted as a result of the overall decrease in pound sterling exchange rates for the six month period ended June 30, 2013 compared to the same period in 2012.

Revenue and cost of revenue from our waste processing and storage operations in Canada increased $1.9 million and $1.0 million, respectively, for the six month period ended June 30, 2013 compared to the six month period ended June 30, 2012, due to increased volumes of waste and higher demand for waste storage services. As a result, gross profit increased $0.9 million for the six month period ended June 30, 2013 compared to the same period in 2012.

Segment selling, general and administrative expenses

Segment SG&A expenses include expenses that are not directly associated with performing services for our customers. These expenses consist primarily of compensation and related benefits for management and administrative personnel, preparing contract bids, office expenses, advisory fees, professional fees, strategic growth initiatives such as research and development, and administrative overhead. Segment SG&A expenses increased $6.0 million, or 22%, to $33.1 million for the six month period ended June 30, 2013 compared to $27.1 million for the six month period ended June 30, 2012, due primarily to higher bidding and proposal costs and increased employee compensation expense resulting from the acceleration in vesting of equity-based awards due to change in control. Segment SG&A expenses, as a percentage of revenue, increased 0.5% for the six month period ended June 30, 2013 compared to the same period in 2012.

37

Corporate selling, general and administrative expenses

Corporate SG&A expenses reflect costs associated with supporting our entire company including executive management and administrative functions such as accounting, treasury, legal, human resources, and information technology, as well as other costs required to support our company. Corporate SG&A expenses increased $27.8 million, to $68.5 million, for the six month period ended June 30, 2013, from $40.8 million for the six month period ended June 30, 2012 due primarily to recognition of Merger Transaction expenses related to employee incentives, professional and consulting fees and equity-based and performance compensation. These increases were partially offset by a decrease in restructuring and transitional charges associated with the management change that occurred during the second quarter of 2012.

Equity in income of unconsolidated joint ventures

Income from unconsolidated joint ventures decreased $2.6 million for the six month period ended June 30, 2013, compared to the six month period ended June 30, 2012, due primarily to a decrease from our proportional share of income coming from our Washington River Protection Solutions LLC joint venture at the Hanford site and a $0.8 million loss recorded in connection with our SempraSafe LLC joint venture.

Interest expense

Interest expense increased $2.2 million to $37.4 million for the six month period ended June 30, 2013 from $35.2 million for the six month period ended June 30, 2012, due primarily to the 0.5% increase in the variable interest rate on the term loan upon completion of the Merger pursuant to the terms of the Loan Amendment to the senior secured credit facility, which occurred on May 24, 2013 and the acceleration of amortization of debt financing fees resulting from the debt principal repayment of $16.6 million during the first quarter of 2013.

For the six month period ended June 30, 2013, we also made interest payments totaling $35.2 million of which $16.1 million relates to the semi-annual payment of interest on the senior notes and $19.1 million relates to interest on the term loan and related senior secured revolving facility. For the six month periods ended June 30, 2013 and 2012, the variable interest rate on our term loan was 6.75% and 6.25%, respectively, while our senior notes bear interest at a fixed annual rate of 10.75%.

Other income (expense), net

Other income (expense), net, decreased $45.2 million to $11.5 million of expense for the six month period ended June 30, 2013 from $33.7 million of income for the six month period ended June 30, 2012, due primarily to a significant increase in unrealized losses from investments in NDT fund during 2013 resulting from increases in fixed income yields across most classes of securities that decreases market values and, in the case of the NDT fund, unrealized capital gains. Realized gains in the NDT fund also decreased due primarily to a reduction in the NDT fund balance resulting from withdrawals to cover D&D expenses related to the Zion Station project. For the six month period ended June 30, 2013, we also recorded $7.0 million of lead arranger banker fees associated with the modification of our senior secured credit facility and the successful completion of the Merger.

Income taxes

We recognized income tax expense of $9.3 million and an income tax benefit of $3.4 million for the six month periods ended June 30, 2013 and 2012, respectively, for year-to-date effective rates of negative 16.5% and negative 238.9%, respectively, based on an estimated annual effective tax rate method. Income tax expense arises from income in certain jurisdictions in the U.K. and for the Zion NDT fund. No benefits from losses in the U.S. and other jurisdictions in the U.K. are available to offset tax expense due to their respective full valuation allowance positions.

The 2013 effective tax rate differs from the statutory rate of 35% primarily as a result of the amount of income tax expense relative to the amount of pretax book losses, lower tax on income in foreign jurisdictions and the NDT fund, the tax benefit of foreign research and development credits, and valuation allowances recorded on benefits in loss jurisdictions.

The 2012 effective tax rate differs from the statutory rate of 35% primarily as a result of the amount of income tax expense relative to the amount of pretax book income, lower tax on income in foreign jurisdictions and the NDT fund, the tax benefit of foreign research and development credits, income tax expense due to the change in management's assertion with respect to unremitted foreign earnings, offset by foreign tax credits and further offset by the release of a domestic valuation

38

allowance on net operating losses resulting from an increase in taxable income due to the partial change in the reinvestment assertion, and the reversal of certain unrecognized tax benefits.

During the six month period ended June 30, 2012, the Company recognized an income tax benefit of $1.1 million, due to the statue of limitations expiring by the taxing authorities in the jurisdictions in which we operate.

Liquidity and Capital Resources

For the six month period ended June 30, 2013, our principal sources of liquidity consisted of $97.5 million in existing cash and cash equivalents, of which $76.2 million was held in foreign jurisdictions, and $41.2 million of availability under the $105.0 million revolving portion of our senior secured credit facility, which is net of $63.8 million of outstanding letters of credit issued against it. Due to U.S. tax laws and foreign regulations, our ability to use our cash held in foreign jurisdictions to fund U.S. operations is limited. We also had $230.0 million in accounts receivable and $88.5 million in costs and estimated earnings in excess of billings on uncompleted contracts to fund our operations. We review the collectability of these balances on a regular basis and determine if allowances for doubtful accounts are needed. As of June 30, 2013 our allowance for doubtful accounts represented 0.6% of the combined total of these accounts. We also monitor our Days Sales Outstanding ("DSO") periodically and use it as a metric of performance of our credit and collection function. We use DSO to monitor the average time, in days, that it takes us to convert our accounts receivable into cash. We calculate DSO by dividing the average accounts receivable for the year into the amount of revenue recognized during the year and multiplying the result of that calculation by the number of days in that year. Our average DSO decreased from 57 days as of December 31, 2012 to 48 days as of June 30, 2013.

We believe we have sufficient resources to fund our operating and capital expenditures requirements, to pay our income taxes and to service our debt for at least the next twelve months.  It is likely that we will not have sufficient resources to satisfy our debt reduction obligations as set forth in the February 15, 2013 amendment to our senior secured credit facility, but expect ECP or its affiliates to fund such shortfall, if any, through equity contributions to the Company.

Cash Flows

Our cash and cash equivalents for the six month period ended June 30, 2013 were sufficient to cover our operating expenses without the need to draw on our senior secured revolving credit facility to cover any shortfalls in the timing of receipts and payments. We are actively engaged in managing our working capital to generate cash that will allow us to accelerate our plans to reduce debt and to fund the growth of our business. Our primary use of cash was to fund our working capital and capital expenditures, to service our debt, and to pay taxes.

Operating Activities

We finance our operations primarily through cash provided by operations. Our cash flow from operations is impacted by fluctuations in working capital caused by the timing of our billings to customers, collection terms of our contracts, stages of completion of our projects, execution of projects within their planned budgets, the timing of payments to vendors and subcontractors, the timing of dividend payments from our unconsolidated joint ventures, the changes in income tax assets and liabilities, and unforeseen events. Additionally, certain projects receive advance payments from customers. A normal trend for these projects is to have higher cash balances during the initial phases of execution, which then level out toward the end of the construction phase. As a result, our cash position is reduced as work is performed against customer advances, unless they are replaced by advances on other projects.

Cash used by operating activities was $2.8 million for the six months ended June 30, 2013 compared to $2.0 million for the six months ended June 30, 2012. The net cash outlays resulted from project funding requirements related to execution of D&D activities being in excess of cash inflows from billings to customers.

Investing Activities

We used $3.9 million of cash in investing activities for the six months ended June 30, 2013 compared to $3.7 million for the six months ended June 30, 2012, primarily to fund capital expenditures in the amount of $6.4 million. Investments in capital expenditures included purchases of transportation equipment to support our disposal and logistics operations and storage equipment to support waste disposal activities. Cash flows from investing activities were also used to pay approximately $2.5 million in fees associated with the management NDT fund investments. We actively invest in securities to provide our target returns on the NDT trust assets to satisfy current and future decommissioning costs associated with the Zion Station ARO.

39

Investment income and realized earnings on the NDT fund are a source of working capital for the decommissioning work we perform at the Zion Station.

Financing Activities

On May 24, 2013, upon completion of the Merger Transaction and pursuant to the Loan Amendment we are required to reduce our debt with respect to our senior secured term loan and our 10.75% Senior Notes due 2018, to $675.0 million or less within 150 days. As of June 30, 2013, the aggregate outstanding principal amount of our debt was $810.4 million. As such, we have a mandatory principal prepayment of $135.4 million due by October 21, 2013. We expect to fund this payment with our cash flows from operations and a shortfall, if any, will be funded by equity contributions to the Company by ECP or its affiliates. On August 6, 2013 we made a $35.0 million principal debt payment on our term loan. From time to time, we may enter into market transactions to repurchase a portion of our senior notes, as permitted by our senior secured credit facility.

As of June 30, 2013 and December 31, 2012, approximately $310.5 million and $310.6 million, respectively, of the borrowings under the senior secured credit facility were held in a restricted cash account as collateral for the Company’s reimbursement obligations with respect to deposit letters of credit. From time to time, we are allowed to permanently reduce the deposit letter of credit specified amount provided that our exposure with respect to letter of credit obligations is less than the balance in the restricted cash account. Proceeds from a reduction of the deposit letter of credit specified amount are immediately applied as a prepayment of our term loan. We may reduce our deposit letter of credit specified amount if we are able to increase our bonding capacity on reasonable terms; however, the issuance of a bond is at the surety’s sole discretion and may not always be available to us.

Certain trends or uncertainties could have a material impact on our liquidity. For example, if interest rates increase substantially, that could dramatically increase our cash interest expense; if we are required to increase our bonding requirements on current or future projects it could materially impact our available liquidity under the senior secured revolving credit facility; if the economy suddenly weakens or governments materially reduce future funding for nuclear remediation or D&D projects, these events could have a negative effect on our liquidity. Furthermore, we have the ability to hedge interest rate and foreign currency fluctuations and we actively monitor these markets in order to mitigate our exposure to these risks.

We had accumulated benefit obligations related to pension plans of $3.8 billion as of December 31, 2012. See Note 19 to our audited consolidated financial statements included in our 2012 Annual Report for a more detailed discussion. Approximately 98% of that obligation relates to the Magnox pension plan. The Magnox pension plan is funded by contributions from employees and the NDA in the U.K. pursuant to a contractual arrangement. As a result, we are reimbursed for contributions made to the Magnox pension plan under the terms of these contracts. Thus, we have no potential net funding requirements relative to the accumulated benefit obligation of the Magnox pension plan. Our liquidity is not affected by these contributions as they are only made when we have received the funds from the NDA. We are required to fund the pension plan for our employees of EnergySolutions EU Limited, a wholly owned subsidiary of EnergySolutions, Inc. The plan is currently funded by contributions from us and the employees.

Effect of Exchange Rate Changes on Cash

Unrealized translation gains and losses resulting from changes in functional currency exchange rates are reflected in the cumulative translation component of accumulated other comprehensive loss. During the six month period ended June 30, 2013, most major foreign currencies weakened against the U.S. dollar. As a result, the Company had unrealized translation losses of $2.1 million in 2013 related to cash held by foreign subsidiaries. During the six month period ended June 30, 2012, most major foreign currencies strengthened against the U.S. dollar resulting in unrealized translation gains of $0.3 million related to cash held by foreign subsidiaries. The cash held in foreign currencies will primarily be used for project-related expenditures in those currencies, and therefore the Company’s exposure to realized exchange gains and losses is generally mitigated.

Senior Secured Credit Facility and Senior Notes

On August 13, 2010, the Company entered into a senior secured credit facility with JPMorgan Chase Bank, N.A., as the administrative agent and collateral agent, consisting of a senior secured term loan in an aggregate principal amount of $560.0 million at a discount rate of 2.5% and a senior secured revolving credit facility with availability of $105.0 million, of which $63.8 million was used to fund letters of credit issued as of June 30, 2013. Borrowings of $310.5 million and $310.6 million were held in a restricted cash account as collateral for the Company’s reimbursement obligations with respect to deposit letters of credit for each of the periods ended June 30, 2013 and December 31, 2012.

40

On February 15, 2013, we entered into Amendment No. 2 to the Credit Agreement and Consent and Waiver (the "Loan Amendment"). The Loan Amendment became effective on May 24, 2013 upon the consummation of the Merger. Pursuant to the Loan Amendment, the lenders and the administrative agent consented to i) a waiver of the change of control provisions and certain other covenants and provisions under the senior secured credit facility; ii) any repayment of our 10.75% Senior Notes due 2018, provided that any payments are funded from equity contributions made to us by ECP or its affiliates; iii) an extension to the maturity date of our senior secured revolving credit facility, subject to certain conditions and acceptance by the extending revolving lenders; and iv) 1% prepayment premium if any senior secured term loans are refinanced prior to the date that is one year following the execution date of the Loan Amendment. We incurred $6.1 million of debt financing fees in connection with the Loan Amendment all of which were capitalized and are included in other noncurrent assets within the condensed consolidated balance sheet as of June 30, 2013. Parent contributed $3.1 million to fund the payment of these debt financing fees. For the six month period ended June 30, 2013, we also incurred $7.0 million of lead arranger banker fees with respect to the Loan Amendment, all of which were included in other income (expense), net, within the condensed consolidated statement of operations and comprehensive income (loss). Parent contributed $4.3 million to fund the payment of these lead arranger banker fees.

Borrowings under the senior secured credit facility bear interest at a rate equal to: (a) Adjusted LIBOR plus 5.00% (subject to a LIBOR floor of 1.75%), or ABR plus 4.00% in the case of the senior secured term loan; (b) Adjusted LIBOR plus 4.50% (subject to a LIBOR floor of 1.75%), or ABR plus 3.50% in the case of the senior secured revolving credit facility, and (c) a per annum fee equal to the spread over Adjusted LIBOR under the senior secured revolving credit facility, along with a fronting fee and issuance and administration fees in the case of revolving letters of credit. On May 24, 2013, upon the closing of the Merger and pursuant the Loan Amendment, the interest rate on our senior secured credit facility was increased by 0.5%.

The senior secured term loan amortizes in equal quarterly installments of $1.3 million payable on the last day of each calendar quarter with the balance being payable on August 13, 2016. In addition to the scheduled repayments, we are required to prepay borrowings under the senior secured credit facility with (1) 100% of the net cash proceeds received from non-ordinary course asset sales or other dispositions, or as a result of a casualty or condemnation, subject to reinvestment provisions and other customary adjustments, (2) 100% of the net proceeds received from the issuance of debt obligations other than certain permitted debt obligations, (3) 50% of excess cash flow (as defined in the senior secured credit facility), if the leverage ratio is equal to or greater than 3.0 to 1.0, or 25% of excess cash flow if the leverage ratio is less than 3.0 to 1.0 but greater than 1.0 to 1.0, reduced by the aggregate amount of optional prepayments of senior secured term loan made during the applicable fiscal year. If the leverage ratio is equal to or less than 1.0 to 1.0, we are not required to prepay the senior secured term loan. The excess cash flow calculations (as defined in the senior secured credit facility), are prepared annually as of the last day of each fiscal year. Prepayments of debt resulting from the excess cash flow calculations are due annually 5 days after the date that the Annual Report on Form 10-K for such fiscal year is filed with the SEC. Each optional and mandatory prepayment is applied first, in direct order of maturities, to the next four scheduled principal repayment installments of the senior secured term loan and second, to the other principal repayment installments of senior secured term loans on a pro rata basis.

The senior secured credit facility requires the Company to maintain a leverage ratio (based upon the ratio of indebtedness for money borrowed to consolidated adjusted EBITDA, as defined in the senior secured credit facility) and an interest coverage ratio (based upon the ratio of consolidated adjusted EBITDA to consolidated cash interest expense), both of which are calculated quarterly. Failure to comply with these financial ratio covenants would result in an event of default under the senior secured credit facility and, absent a waiver or an amendment from the lenders, preclude us from making further borrowings under the senior secured credit facility and permit the lenders to accelerate repayment of all outstanding borrowings under the senior secured credit facility. Based on the formulas set forth in the senior secured credit facility, we are required to maintain a maximum total leverage ratio of 4.0 for the quarter ending June 30, 2013, which is reduced by 0.25 on an annual basis through the maturity date. We are required to maintain a minimum cash interest coverage ratio of 2.00 from the quarter ended June 30, 2013 through the quarter ended September 30, 2014 and 2.25 through the maturity date. As of June 30, 2013, our total leverage and cash interest coverage ratios were 3.07 and 2.53 respectively. Pursuant to the Loan Amendment, the definition of change of control and reporting requirements under the senior secured credit facility were amended.

The senior secured credit facility also contains a number of affirmative and restrictive covenants including limitations on mergers, consolidations and dissolutions, sales of assets, investments and acquisitions, indebtedness, liens, affiliate transactions, and dividends and restricted payments. Under the senior secured credit facility, we are permitted maximum annual capital expenditures of $40.0 million for 2013 and each year thereafter, plus for each year the lesser of (1) a one year carryforward of the unused amount from the previous fiscal year and (2) 50% of the amount permitted for capital expenditures in the previous fiscal year. The senior secured credit facility contains events of default for non-payment of principal and interest when due, a cross-default provision with respect to other indebtedness having an aggregate principal amount of at least $5.0

41

million and an event of default that would be triggered by a change of control, as defined in the senior secured credit facility. Capital expenditures for the six month period ended June 30, 2013 were $6.4 million. As of June 30, 2013, we were in compliance with all of the covenants under our senior secured credit facility.

The obligations under the senior secured credit facility are secured by a lien on substantially all of the assets of the Company and each of the Company’s domestic subsidiary guarantors, including a pledge of equity interests with the exception of the equity interests in our ZionSolutions subsidiary, which includes investments in the NDT fund of approximately $510.7 million as of June 30, 2013, and other special purpose subsidiaries, whose organizational documentation prohibits or limits such pledge.

On August 13, 2010, we completed a $300.0 million private offering of 10.75% senior notes at a discount rate of 1.3%. The senior notes are governed by an indenture among EnergySolutions and Wells Fargo Bank, National Association, as trustee. Interest on the senior notes is payable semiannually in arrears on February 15 and August 15 of each year beginning on February 15, 2011. The senior notes rank in equal right of payment to all existing and future senior debt and senior in right of payment to all future subordinated debt. In May 2011, we filed a registration statement under the Securities Act, pursuant to a registration rights agreement entered into in connection with the senior notes offering. The SEC declared the registration statement relating to the exchange offer effective on May 27, 2011, and the exchange of the registered senior notes for the unregistered senior notes was consummated on May 31, 2011. We did not receive any proceeds from the exchange offer transaction.

At any time prior to August 15, 2014, we are entitled to redeem all or a portion of the senior notes at a redemption price equal to 100% of the principal amount of the senior notes plus an applicable make-whole premium, as of, and accrued and unpaid interest to, the redemption date. In addition, prior to August 15, 2013, we may redeem up to 35% of the aggregate principal amount of the senior notes with the net cash proceeds from certain public equity offerings at a redemption price of 110.75% of the principal amount, plus accrued and unpaid interest to the date of redemption. In addition, on or after August 15, 2014, we may redeem all or a portion of the senior notes at the following redemption prices during the 12-month period commencing on August 15 of the years set forth below, plus accrued and unpaid interest to the redemption date.

Period	Redemption Price
2014	105.375	%
2015	102.688	%
2016 and thereafter	100.000	%

The senior notes are guaranteed on a senior unsecured basis by all of our domestic restricted subsidiaries that guarantee the senior secured credit facility. The senior notes and related guarantees are effectively subordinated to our secured obligations, including the senior secured credit facility and related guarantees, to the extent of the value of assets securing such debt. The senior notes are structurally subordinated to all liabilities of each of our subsidiaries that do not guarantee the senior notes. If a change of control of the Company occurs, each holder will have the right to require that we purchase all or a portion of such holder’s senior notes at a purchase price of 101% of the principal amount, plus accrued and unpaid interest to the date of the purchase. The indenture contains, among other things, certain covenants limiting our ability and the ability of one restricted subsidiary to incur or guarantee additional indebtedness, pay dividends or make other restricted payments, make certain investments, create or incur liens, sell assets and subsidiary stock, transfer all or substantially all of our assets, or enter into a merger or consolidation transactions, and enter into transactions with affiliates.

Each subsidiary co-issuer and guarantor of our senior notes is exempt from reporting under the Exchange Act, pursuant to Rule 12h-5 under the Exchange Act, as the subsidiary co-issuer and each of the subsidiary guarantors is 100% owned by us, and the obligations of the co-issuer and the guarantees of our subsidiary guarantors are full and unconditional and joint and several. There are no significant restrictions on our ability or any subsidiary guarantor to obtain funds from its subsidiaries.

Exelon Agreement

In September 2010, we entered into an arrangement, through our subsidiary ZionSolutions, LLC, with Exelon to dismantle the Zion Station nuclear power plant which ceased operation in 1998. Upon closing, Exelon transferred to ZionSolutions substantially all of the assets (other than land) associated with the Zion Station, including all assets held in its NDT. In consideration for Exelon’s transfer of those assets, ZionSolutions agreed to assume decommissioning and other liabilities associated with Zion Station. ZionSolutions also took possession and control of the land associated with Zion Station

42

pursuant to a lease agreement executed at the closing. ZionSolutions is under contract to complete the required decommissioning work according to an established schedule, and to construct a dry cask storage facility on the land for the spent nuclear fuel currently held in spent fuel pools at the Zion Station. Exelon retains ownership of the land and the spent nuclear fuel and associated operational responsibilities following completion of the Zion Station D&D project. The Nuclear Regulatory Commission ("NRC") approved the transfer of the facility operating licenses and conforming license amendments from Exelon to ZionSolutions.

To satisfy the conditions of the arrangement between ZionSolutions and Exelon, and to fulfill the requirements of the NRC to approve the license transfer, we (i) secured a $200 million letter of credit facility, (ii) granted an irrevocable easement of disposal capacity of 7.5 million cubic feet at our Clive disposal facility and (iii) purchased the insurance coverages required of a licensee under the NRC’s regulations.

We provided a guarantee as primary obligor to the full and prompt payment and performance by ZionSolutions of all its obligations under the various agreements with Exelon. As such, we pledged 100% of our interests in ZionSolutions to Exelon. In addition, we were required to obtain a $200 million letter of credit facility to further support the D&D activities at the Zion Station, which is held by ZionSolutions. If we exhaust our resources and ability to complete the D&D activities, and in the event of a material default (as defined within the Credit Support Agreement), Exelon may exercise its rights to take possession of ZionSolutions. At that point, through their ownership of ZionSolutions, Exelon (not the Company) is then entitled to draw on the funds associated with the letter of credit. Under the terms of our financing arrangements, we obtained restricted cash and took on the liability for the letter of credit facility.

Off Balance Sheet Arrangements

As of June 30, 2013, we had routine operating leases, primarily related to real estate and rail equipment, and investments in joint ventures.

As of June 30, 2013, we had an outstanding variable rate term loan of $510.4 million. Under our senior secured credit facility, we are required to maintain one or more hedge agreements bearing interest at a fixed rate in the aggregate notional amount of no less than 50% of the outstanding principal amounts of our long term debt net of restricted cash.  We were not required to enter into new hedge agreements because the outstanding balances under our senior notes bear interest at a fixed rate of 10.75% and totaled $300.0 million as of June 30, 2013, which is 60.0% of our outstanding debt, net of $310.5 million in restricted cash collateralizing deposit letters of credit.

From time to time, we are required to post standby letters of credit and surety bonds to support certain contractual obligations to our customers, self-insurance programs, closure and post-closure financial assurance, as well as other obligations. As of June 30, 2013, we had $307.3 million in letters of credit issued under our senior secured credit facility and $63.8 million of letters of credit issued against our revolving credit facility. As of June 30, 2013, we had $25.0 million in surety bonds outstanding. With respect to the surety bonds, we have entered into certain indemnification agreements with the providers of the surety bonds, which would require funding by us only if we fail to perform under the contracts being insured and the surety bond issuer was obligated to make payment to the insured parties.

Our processing and disposal facilities operate under licenses and permits that require financial assurance for closure and post-closure costs. We provide for these requirements through a combination of restricted cash, cash deposits, letters of credit, and insurance policies. As of June 30, 2013, the closure and post-closure requirements for our facilities were $150.7 million.

Critical Accounting Policies

This management’s discussion and analysis of financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and assumptions about matters that are uncertain. These estimates and assumptions are often based on judgments that we believe to be reasonable under the circumstances, but all such estimates and assumptions are inherently uncertain and unpredictable. Actual results may differ from those estimates and assumptions, and it is possible that other professionals, applying their own judgment to the same facts and circumstances, could develop and support alternative estimates and assumptions that would result in material changes to our operating results and financial condition. For a further discussion of our critical accounting policies, see our 2012 Annual Report.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

43

We believe there has been no material change in our exposure to market risk from that discussed in our 2012 Annual Report.

Item 4.  Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) of the Exchange Act) are effective as of June 30, 2013, based upon their evaluation of those controls and procedures required by paragraph (b) of Rule 13a-15 or Rule 15d-15 of the Exchange Act.

Changes in Internal Control Over Financial Reporting

There were no changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during our second fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

44

PART II

Item 1.  Legal Proceedings.

Except as set forth below, there have been no material developments to the legal proceedings disclosed under Part I, Item 3. "Legal Proceedings" in our 2012 Annual Report and Part II, Item 1. "Legal Proceedings" in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2013.

False Claim Act Proceeding

As previously disclosed, on September 14, 2012, we and the plaintiffs in the False Claims Act proceeding reached an agreement in principle to resolve all claims made by the plaintiffs in their complaint underlying the proceeding. The agreement does not contain an admission of guilt or other wrongdoing on the part of the Company, or our officers, directors or affiliates. On May 31, 2013, the U.S. government approved the settlement agreement and on June 7, 2013, the U.S. District Court for the District of Utah dismissed the proceeding.

Item 1A.  Risk Factors.

There have been no material changes to the risk factors disclosed under Part I, Item 1A. "Risk Factors" in our 2012 Annual Report.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

The following table provides information with respect to shares of restricted stock granted under the EnergySolutions, Inc. 2007 Equity Incentive Plan that we withheld upon vesting to satisfy our tax withholding obligations during the three month period ended June 30, 2013.

Period	Total Number of Shares Purchased (1)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Program
April 1, 2013 — April 30, 2013	—	$	—	—	—
May 1, 2013 — May 31, 2013	1,779,712	$	4.15	—	—
June 1, 2013 — June 30, 2013	—	—		—	—

_________________________________________

(1) Includes the repurchase of 1,779,520 shares issued in connection with the acceleration of vesting of restricted stock awards previously issued and 192 shares canceled as payment for minimum statutory withholding taxes upon the vesting of restricted stock issued pursuant to the EnergySolutions, Inc. 2007 Equity Incentive Plan. 

45

Item 6.  Exhibits.

EXHIBIT INDEX

Exhibit No.	Exhibit Description
10.1	Amended and Restated Employment Agreement, dated as of June 13, 2013, by and between Rockwell Acquisition Corp. and David J. Lockwood.
10.2	Employment Agreement, dated as of June 13, 2013, by and between EnergySolutions, Inc. and Greg Wood.
10.3	Form of Employment Agreement by and between EnergySolutions, Inc. and each of its group presidents.
31.1	Certification of Chief Executive Officer Pursuant to Rule 13a-14(a).
31.2	Certification of Chief Financial Officer Pursuant to Rule 13a-14(a).
32.1	Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS *	XBRL Instance Document.
101.SCH *	XBRL Taxonomy Extension Schema.
101.CAL *	XBRL Taxonomy Extension Calculation Linkbase.
101.DEF *	XBRL Taxonomy Extension Definition Linkbase.
101.LAB *	XBRL Taxonomy Extension Label Linkbase.
101.PRE *	XBRL Taxonomy Extension Presentation Linkbase.

* XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, and is otherwise not subject to liability under these sections.

46

SIGNATURES

Pursuant to the requirements 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, this 14th day of August, 2013.

ENERGYSOLUTIONS, INC.
By:	/s/ GREGORY S. WOOD
	Gregory S. Wood
	Executive Vice President and
	Chief Financial Officer

47

EXHIBIT INDEX

Exhibit No.	Exhibit Description
10.1	Amended and Restated Employment Agreement, dated as of June 13, 2013, by and between Rockwell Acquisition Corp. and David J. Lockwood.
10.2	Employment Agreement, dated as of June 13, 2013, by and between EnergySolutions, Inc. and Greg Wood.
10.3	Form of Employment Agreement by and between EnergySolutions, Inc. and each of its group presidents.
31.1	Certification of Chief Executive Officer Pursuant to Rule 13a-14(a).
31.2	Certification of Chief Financial Officer Pursuant to Rule 13a-14(a).
32.1	Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS *	XBRL Instance Document.
101.SCH *	XBRL Taxonomy Extension Schema.
101.CAL *	XBRL Taxonomy Extension Calculation Linkbase.
101.DEF *	XBRL Taxonomy Extension Definition Linkbase.
101.LAB *	XBRL Taxonomy Extension Label Linkbase.
101.PRE *	XBRL Taxonomy Extension Presentation Linkbase.

_______________________________ 

*  XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, and is otherwise not subject to liability under these sections.

48

EX-10.1

EXHIBIT 10.1

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (the “Agreement”), entered into on June 13, 2013, is made by and between David J. Lockwood (the “Executive”) and Rockwell Acquisition Corp., a Delaware corporation (together with any of its subsidiaries and Affiliates as may employ the Executive from time to time, and any successor(s) thereto, the “Company”).

RECITALS

A.The Company has entered into that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of January 7, 2013, by and among EnergySolutions, Inc., a Delaware corporation (“EnergySolutions”), Rockwell Holdco, Inc., a Delaware corporation (“Parent”), and the Company, which is a wholly owned subsidiary of Parent, pursuant to which the Company shall be merged with and into EnergySolutions and EnergySolutions shall continue as the surviving corporation (the “Merger”).

B.The Company and the Executive have entered into that certain Employment Agreement, dated May 24, 2013 (the “Employment Agreement”).

C.The Employment Agreement superseded that certain Offer Letter dated as of June 10, 2012 (the “Offer Letter”), that certain Executive Severance Agreement dated as of June 10, 2012 (the “Severance Agreement”), that certain Phantom Performance Share Unit Award Agreement, effective as of June 12, 2012 (the “PPSU Agreement”), that certain Restricted Stock Award Agreement, effective as of June 10, 2012 (the “Restricted Stock Agreement”), and that certain Retention Award Agreement dated as of January 10, 2013 (the “Retention Award Agreement”) entered into by EnergySolutions and the Executive.

D.The Employment Agreement provides for certain payments to Executive in full satisfaction of any and all payments that are payable or may become payable to Executive under the Severance Agreement, the PPSU Agreement, the Restricted Stock Agreement and the Retention Award Agreement, including any payments resulting from the consummation of the Merger.

E.The Company and the Executive desire to amend and restate the Employment Agreement in its entirety and replace it by this Agreement.

F.The Company desires to assure itself of the services of the Executive by engaging the Executive to perform services under the terms hereof.

G.The Executive desires to provide services to the Company on the terms herein provided.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, including the respective covenants and agreements set forth below, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.Certain Definitions.

(a) “2013 Bonus” shall have the meaning set forth in Section 5(b).

(b) “Accounting Firm” shall mean a nationally recognized certified public accounting firm as may be acceptable to both the Company and the Executive.

(c) “Affiliate” shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such Person where “control” shall have the meaning given such term under Rule 405 of the Securities Act of 1933, as amended from time to time.

(d) “Agreement” shall have the meaning set forth in the preamble hereto.

(e) “Annual Base Salary” shall have the meaning set forth in Section 5(a).

(f) “Annual Bonus” shall have the meaning set forth in Section 5(c).

(g) “Board” shall mean the Board of Directors of the Company.

(h) “Business” shall mean (1) the storage, transport or processing of nuclear waste, (2) back-end nuclear services, (3) nuclear plant decommissioning, or (4) wastewater treatment products or technology.

(i) “Cause” shall mean (1) a material breach by the Executive of the duties and responsibilities of the Executive or any material written policies or directives of the Company or its subsidiaries or Affiliates (other than as a result of incapacity due to physical or mental illness) which is willful, reckless or intentional; (2) the Executive's conviction of, or plea of nolo contendere to, any felony; (3) the Executive engages in a fraudulent or dishonest act that causes material damage to the property, business or reputation of the Company or its subsidiaries or Affiliates, as determined in good faith by the Board; (4) the Executive engages in habitual insobriety or the use of illegal drugs or substances; or (5) the Executive commits a material breach of the Executive's fiduciary duties to the Company or its subsidiaries or Affiliates, as determined in good faith by the Board. The Company must notify Executive of any event constituting Cause within 90 calendar days following the Company's knowledge of its existence or such event shall not constitute Cause under this Agreement; provided, however, that in all cases the Executive may cure (to the extent curable) any such event within 30 calendar days after receipt from the Company of such notice and such event shall not constitute Cause to the extent so cured.

(j) “Change in Control” shall mean a change in beneficial ownership or control of the Parent effected through a transaction or series of transactions (other than an offering of Common Stock to the general public through a registration statement filed with the Securities and Exchange Commission) whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Parent, the Principal Stockholders (as such term is defined in the Stockholders Agreement), or any of their respective Affiliates, or any employee benefit plan maintained by the Parent or any of its subsidiaries), directly or indirectly acquires (a) beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Parent possessing more than fifty percent (50%) of the total combined voting power of the Parent's securities outstanding immediately after such acquisition or (b) all or substantially all of assets of Parent or the Company, in the aggregate.

(k) “Closing Payment” shall have the meaning set forth in Section 3.

(l) “Code” shall mean the Internal Revenue Code of 1986, as amended.

(m) “Committee” shall mean the Compensation Committee of the Board, or if no such committee exists, the Board.

(n) “Common Stock” shall mean the common stock of the Parent, par value $0.01 per share.

(o) “Company” shall, except as otherwise provided in Section 9(i), have the meaning set forth in the preamble hereto.

(p) “Date of Termination” shall mean (i) if the Executive's employment is terminated due to the Executive's death, the date of the Executive's death; (ii) if the Executive's employment is terminated due to the Executive's Disability, the date determined pursuant to Section 6(a)(ii), or (iii) if the Executive's employment is terminated pursuant to Section 6(a)(iii)-(vi), either the date indicated in the Notice of Termination or the date specified by the Company pursuant to Section 6(b), whichever is earlier.

(q) “Employment Period” shall mean the period of the Executive's employment by the Company.

(r) “Deferred Cash Payment” shall have the meaning set forth in Section 8.

(s) “Disability” shall have that meaning set forth in Section 22(e)(3) of the Code.

(t) “Effective Date” shall have the meaning set forth in Section 2(a).

(u) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

(v) “Executive” shall have the meaning set forth in the preamble hereto.

(w) “Good Reason” shall mean (1) the material diminution of any of the Executive's duties, responsibilities or authority without the Executive's prior written consent; (2) the assignment to Executive of duties materially inconsistent with the Executive's position without the Executive's prior written consent; (3) any material reduction in Executive's Annual Base Salary without the Executive's prior written consent unless all other executives who are parties to agreements similar to this Agreement also agree to a comparable reduction in their base salaries; or (4) unless agreed to in writing by the Executive, a relocation of the Executive's principal place of business to a Company facility more than 50 miles away from the Executive's principal place of business as of the date of this Agreement. The Executive must notify the Company of any event that constitutes Good Reason within 90 calendar days following the Executive's knowledge of its existence or such event shall not constitute Good Reason under this Agreement; provided, however, that in all cases the Company may cure (to the extent curable) any such event within 30 calendar days after receipt from the Executive of such notice and such event shall not constitute Good Reason to the extent so cured. Good Reason shall cease to exist with respect to an event or condition one year following the initial existence of such event or condition (but if the Executive does not claim Good Reason as a result of an event or condition within such period, the Executive will not be deemed to have waived the right to claim Good Reason upon the existence or occurrence of a subsequent (or similar) event or condition).

(x) “Initial Option” shall have the meaning set forth in Section 5(d).

(y) “Long-Term Incentive Bonus Plan” shall have the meaning set forth in Section 5(f).

(z) “Merger” shall have the meaning set forth in the recitals hereto.

(aa) “Merger Agreement” shall have the meaning set forth in the recitals hereto.

(ab) “Merger Sub” shall have the meaning set forth in the recitals hereto.

(ac) “Noncompetition Restricted Period” shall mean the period from the Effective Date through the one (1) year anniversary of the Date of Termination.

(ad) “Nonsolicitation Restricted Period” shall mean the period from the Effective Date through the two (2) year anniversary of the Date of Termination.

(ae) “Notice of Termination” shall have the meaning set forth in Section 6(b).

(af) “Option” shall have the meaning set forth in Section 5(d).

(ag) “Parent” shall have the meaning set forth in the recitals hereto.

(ah) “Performance Targets” shall have the meaning set forth in Section 5(b).

(ai) “Person” shall mean any individual, natural person, corporation (including any non-profit corporation), general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, company (including any company limited by shares, limited liability company or joint stock company), incorporated or unincorporated association, governmental authority, firm, society or other enterprise, organization or other entity of any nature.

(aj) “Principal Stockholders” shall have the meaning set forth in the Stockholders Agreement.

(ak) “Privately Held Company” shall mean a company that does not have a class of securities registered pursuant to Section 12(b) or 12(g) of the Exchange Act.

(al) “Proprietary Information” shall have the meaning set forth in Section 9(c).

(am) “Restricted Shares” shall mean any shares of Common Stock purchased by the Executive pursuant to Section 5(e).

(an) “Section 409A” shall mean Section 409A of the Code and the Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date.

(ao) “Stockholders Agreement” shall mean that certain Stockholders Agreement of Rockwell Holdco, Inc., to be entered into as of May 24, 2013, by and among the Parent, the Executive and certain other Persons, attached hereto as Exhibit A, as it may be amended from time to time.

(ap) “Subscription Agreement” shall mean that certain Subscription Agreement, to be entered into as of May 24, 2013, by and between the Executive and the Parent.

(aq) “Supplemental Option” shall have the meaning set forth in Section 5(d).

(ar) “Taxes” shall mean all federal, state, and local income and employment taxes to which a payment to Executive may be subject, computed based on maximum applicable tax brackets and assuming treatment of such payment as ordinary income, but shall not include any excise taxes under Section 4999 of the Code or any other excise or penalty taxes. All determinations regarding Taxes, including the amounts thereof and the assumptions utilized in arriving at such determinations, shall be made by the Accounting Firm.

(as) “Vesting Date” shall have the meaning set forth in Section 8(b).

2.Effective Date; Entire Agreement.

(a)This Agreement shall become effective as of the Closing Date (as defined in the Merger Agreement) (the “Effective Date”). In the event that the Merger is not consummated, this Agreement shall become null and void ab initio and of no further force and effect.

(b)The terms of this Agreement (together with any other agreements and instruments contemplated hereby or referred to herein) are intended by the parties hereto to be the final expression of their agreement with respect to the employment of the Executive by the Company and may not be contradicted by evidence of any prior or contemporaneous agreement (including, without limitation, any term sheet or offer letter). The parties hereto further intend that this Agreement shall constitute the complete and exclusive statement of its terms and that no extrinsic evidence whatsoever may be introduced in any judicial, administrative, or other legal proceeding to vary the terms of this Agreement.

(c)For the avoidance of doubt, this Agreement shall supersede the Offer Letter, the Severance Agreement, the PPSU Agreement, the Restricted Stock Agreement and the Retention Award Agreement, effective as of the Effective Date. The Company and the Executive acknowledge that the change of EnergySolutions to a Privately Held Company and any actions that result from the consummation of the Merger, shall not, for purposes of this Agreement, the Severance Agreement, the PPSU Agreement, the Restricted Stock Agreement and any other agreements or arrangements that contain any similar rights or commitments, be deemed to constitute (i) a material diminution of any of the Executive's duties, responsibilities or authority, (ii) the assignment to the Executive of duties materially inconsistent with the Executive's position, or (iii) “Good Reason” as defined in such agreements or arrangements, and in no event shall this Agreement, the Severance Agreement, the PPSU Agreement, the Restricted Stock Agreement or any such agreements or arrangements be interpreted otherwise.

3.Payment at Closing. On the Effective Date, the Company shall make a lump sum pre-tax cash payment to Executive equal to $16,819,184 (Sixteen Million Eight Hundred Nineteen Thousand, One Hundred Eighty-Four Dollars) (the “Closing Payment”), which payment shall be in full satisfaction of any and all obligations of the Company to the Executive under the PPSU Agreement, the Restricted Stock Agreement, the Retention Award Agreement, and the Company's 2013 Annual Incentive Plan for the period from January 1, 2013, through the Effective Date.

4.Employment.

(a)In General. The Company shall employ the Executive and the Executive shall enter the employ of the Company in the position set forth in Section 4(c), and upon the other terms and conditions herein provided.

(b)Period of Employment. The Executive's employment with the Company is not for any specified term and nothing contained in this Agreement shall confer upon the Executive any right to continue in the employ of the Company or any of its affiliates or shall interfere with or restrict in any way the right of the Company and of any of its affiliates to terminate the Executive's employment at any time, for any reason, with or without cause.

(c)Position and Duties. During the Employment Period, the Executive: (A) shall serve as Chief Executive Officer of the Company, with responsibilities, duties and authority customary for such position, subject to direction by the Board; (B) shall report directly to the Board; (C) shall devote substantially all the Executive's working time and efforts to the business and affairs of the Company and its subsidiaries; (D) shall disclose to the Board the Executive's participation in any activities, including social, civic, charitable, religious, business, educational or professional associations, for which Executive receives remuneration; and (E) agrees to observe and comply with the Company's rules and policies as adopted by the Company from time to time. Notwithstanding the foregoing, the Executive may manage personal investments, participate in charitable, professional and academic activities, and, after the third anniversary of the Effective Date and subject to prior approval by the Board, may serve on the Board of Directors (and any Board committees) of not more than one for-profit business that does not compete with the Company, provided that such activities do not, individually or in the aggregate, interfere with the Executive's performance of his duties to the Company. In addition and notwithstanding the foregoing, the Company acknowledges and agrees that the Executive currently serves as on the Board of Directors of Steinway Musical Instruments, Inc. and Unwired Planet, Inc. and may continue to do so, provided that such activities do not, individually or in the aggregate, interfere with the Executive's performance of his duties to the Company.

5.Compensation and Related Matters.

(a)Annual Base Salary. During the Employment Period, the Executive shall receive a base salary at a rate of $600,000 per annum, which shall be paid in accordance with the customary payroll practices of the Company, subject to review by the Board in its sole discretion (the “Annual Base Salary”).

(b)2013 Annual Bonus. With respect to calendar year 2013, the Executive shall not be eligible to receive an annual cash bonus in accordance with the Company's 2013 Annual Incentive Plan (the “2013 Bonus”) for the period from the Effective Date through December 31, 2013.

(c)Annual Bonus after 2013. With respect to each fiscal year that ends during the Employment Period, commencing with fiscal year 2014, the Executive shall be eligible to receive an annual cash bonus (the “Annual Bonus”) based upon individual and Company annual performance targets (the “Performance Targets”) established by the Board in its sole discretion, with the minimum, target and maximum bonus opportunity to be established by the Board in its sole discretion, provided, that the target annual bonus shall be no less than one hundred percent (100%) of the Annual Base Salary. The amount of the Annual Bonus shall be based upon the Executive's and the Company's attainment of the Performance Targets, as determined by the Board (or any authorized committee of the Board) in its sole discretion. Each such Annual Bonus shall be payable on such date as is determined by the Board in its sole discretion, but in any event on or prior to March 15 of the calendar year immediately following the fiscal year with respect to which such Annual Bonus was earned.Notwithstanding the foregoing, no bonus shall be payable with respect

to any fiscal year unless the Executive remains continuously employed with the Company during the period beginning on the Effective Date and ending on the last date of such fiscal year.

(d)Stock Options. As soon as practicable following the Effective Date, the Parent shall grant the Executive a non-qualified stock option (the “Initial Option”) to purchase a number of shares of Common Stock equal to 1.75% of the fully diluted shares of Common Stock outstanding as of the Effective Date (including, for the avoidance of doubt, the number of shares of Common Stock subject to the Initial Option and any other stock option granted to a member of the Company's senior management on, or shortly following, the Effective Date). As soon as practicable following a purchase of shares of Common Stock by any of the Principal Stockholders that occurs following the Effective Date and prior to six (6) month anniversary of the Effective Date, the Parent shall grant the Executive a non-qualified stock option (a “Supplemental Option”) to purchase a number of shares of Common Stock equal to 1.75% of the sum of the shares of Common Stock purchased by such Principal Stockholders plus the number of shares of Common Stock subject to the Supplemental Option and any other stock option granted to a member of the Company's senior management at, or shortly following, the time of such supplemental equity investment by the Principal Stockholders. The Initial Option and any Supplemental Option (each, an “Option”) shall each have an exercise price per share of Common Stock equal to the fair market value per share of Common Stock on the date of grant of such Option, pursuant to the terms and conditions of the Stock Option Plan of the Parent and a non-qualified stock option agreement substantially in the form attached hereto as Exhibit B. Each Option shall vest and be exercisable in five (5) equal annual installments. In the event of a Change in Control, each Option shall vest and become exercisable in full. In the event that Executive's employment is terminated by the Company without Cause or by Executive for Good Reason, each Option shall vest and become exercisable as to the portion of the Option that would have vested prior to the Date of Termination and within the one (1) year period following the Date of Termination had the Executive remained continuously employed by the Company during such period determined in both cases as if the Option had vested monthly from the date of grant of the Option. The Executive acknowledges and agrees that any shares of Common Stock or other equity securities of the Parent acquired by the Executive upon exercise of such Options or otherwise shall be subject to the terms and conditions of the Stockholders Agreement. In the event that the Executive violates the noncompetition covenant contained in Section 9(a), (i) any portion of an Option that remains unexercised shall immediately be forfeited, canceled and terminated, and (ii) Executive shall pay to the Company within sixty (60) days after the first date on which the Executive violates such covenant an amount equal to (A) the aggregate Fair Market Value (as defined in the Stock Option Plan of the Parent) of any shares of Common Stock that have been issued to the Executive upon exercise of an Option, minus (B) the aggregate exercise price paid by the Executive with respect to such shares of Common Stock.

(e)Investment in Parent. Pursuant to the Subscription Agreement, the Executive shall purchase from the Parent Subchapter C corporation with the proceeds received in the Merger in exchange for the Executive's shares that are held by the Executive or by the Executive's IRA, a number of fully vested shares of Common Stock equal to $5,000,000 divided by the Fair Market Value (as determined in the Stockholders Agreement) of such shares at the time of purchase. The Executive acknowledges and agrees that such shares of Common Stock shall be subject to the terms and conditions of the Stockholders Agreement. Notwithstanding the foregoing and anything to the contrary in the Stockholders Agreement, in the event of the Executive's termination of employment, the Company shall exercise its Call Right (as defined in the Stockholders Agreement) with respect to all Restricted Shares held by the Executive and his Permitted Transferees (as defined in the Stockholders Agreement) by no later than the later of (i) the sixtieth (60^th) day following the Executive's Date of Termination (as defined in the Stockholders Agreement) or (ii) if applicable, the tenth (10^th) day following the receipt by the Company of all necessary governmental approvals.

(f)Long-Term Incentive Bonus Plan. The Company intends to adopt a long-term incentive bonus plan (the “Long-Term Incentive Bonus Plan”), pursuant to which the Executive, together with other members of the Company's senior management, will be eligible to earn cash bonuses paid out of a $30 million bonus pool in the event that the return on the Principal Stockholders' total equity investment in shares of Common Stock equals or exceeds 300% of such investment, as more fully described in the Long-Term Incentive Bonus Plan. The Executive shall be eligible to participate in the Long-Term Incentive Bonus Plan on the terms and conditions adopted by the Company; provided, that subject to the terms of the Long-Term Incentive Bonus Plan, the allocation of percentages of the Long-

Term Incentive Bonus Plan's bonus pool among the members of the Company's senior management shall be made in the Executive's discretion, in consultation with the Board.

(g)Benefits. The Executive shall be eligible to participate in employee benefit plans, programs and arrangements of the Company, as in effect from time to time (including, without limitation, medical and dental insurance and a 401(k) plan).

(h)Vacation; Holidays. During the Employment Period, the Executive shall be entitled to four (4) weeks of paid vacation each full calendar year. Any vacation shall be taken at the reasonable and mutual convenience of the Company and the Executive and in accordance with Company policy. Holidays shall be provided in accordance with Company policy, as in effect from time to time.

(i)Business Expenses. During the Employment Period, the Company shall reimburse the Executive for all reasonable, documented, out-of-pocket travel and other business expenses incurred by the Executive in the performance of the Executive's duties to the Company in accordance with the Company's applicable expense reimbursement policies and procedures, as in effect from time to time.

6.Termination. The Executive's employment hereunder may be terminated by the Company or the Executive, as applicable, without any breach of this Agreement only under the following circumstances:

(a)Circumstances

(i)Death. The Executive's employment hereunder shall terminate upon the Executive's death.

(ii)Disability. If the Executive incurs a Disability, the Company may give the Executive written notice of its intention to terminate the Executive's employment. In that event, the Executive's employment with the Company shall terminate, effective on the later of the thirtieth (30^th) day after receipt of such notice by the Executive or the date specified in such notice; provided, that within the thirty (30) day period following receipt of such notice, the Executive shall not have returned to full-time performance of the Executive's duties hereunder.

(iii)Termination for Cause. The Company may terminate the Executive's employment for Cause.

(iv)Termination without Cause. The Company may terminate the Executive's employment without Cause.

(v)Resignation for Good Reason. The Executive may resign from the Executive's employment for Good Reason.

(vi)Resignation without Good Reason. The Executive may resign from the Executive's employment without Good Reason.

(b)Notice of Termination. Any termination of the Executive's employment by the Company or by the Executive under this Section 6 (other than a termination pursuant to Section 6(a)(i) above) shall be communicated by a written notice to the other party hereto (a “Notice of Termination”): (i) indicating the specific termination provision in this Agreement relied upon, (ii) except with respect to a termination pursuant to Sections 6(a)(iv) or (vi), setting forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive's employment under the provision so indicated, and (iii) specifying a Date of Termination which, if submitted by the Executive, shall be at least thirty (30) days following the date of such notice; provided, however, that a Notice of Termination delivered by the Company pursuant to Section 6(a)(ii) shall not be required to specify a Date of Termination, in which case the Date of Termination shall be determined pursuant to Section 6(a)(ii); and provided, further, that in the event that the Executive delivers a Notice of Termination to the Company, the Company may, in its sole discretion,

accelerate the Date of Termination to any date that occurs following the date of Company's receipt of such Notice of Termination (even if such date is prior to the date specified in such Notice of Termination). A Notice of Termination submitted by the Company (other than a Notice of Termination under Section 6(a)(ii)) may provide for a Date of Termination on the date the Executive receives the Notice of Termination, or any date thereafter elected by the Company in its sole discretion. The failure by the Company or the Executive to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Cause or Good Reason shall not waive any right of the Company or the Executive hereunder or preclude the Company or the Executive from asserting such fact or circumstance in enforcing the Company's or the Executive's rights hereunder.

7.Company Obligations Upon Termination of Employment. Upon a termination of the Executive's employment for any reason, the Executive (or the Executive's estate) shall be entitled to receive: (i) any portion of the Executive's Annual Base Salary through the Date of Termination not theretofore paid, (ii) any expenses owed to the Executive under Section 5(i), and (iii) any accrued but unused vacation pay owed to the Executive pursuant to Section 5(h), which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, programs or arrangements. Any Annual Bonus earned for any fiscal year completed prior to the Date of Termination, but unpaid prior to such date, shall be paid on or prior to March 15 of the calendar year immediately following such completed fiscal year with respect to which such Annual Bonus was earned. Any equity awards granted to the Executive, including stock options, shall continue to be governed by the terms and conditions of the applicable plans and agreements. Except as otherwise set forth in Section 8 below, the payments and benefits described in this Section 7 shall be the only payments and benefits payable in the event of the Executive's termination of employment for any reason.

8.Deferred Cash Payment.

(a)Subject to the vesting conditions described in Section 8(b) below, the Company shall make a lump sum cash payment to Executive (the “Deferred Cash Payment”) equal to the amount that results in the Executive receiving a payment, net after payment by the Company and Executive of any Taxes on such amount (which calculation, for the avoidance of doubt, shall not reflect payment of any excise taxes under Section 4999 of the Code on such amount), equal to $3,169,343 (Three Million One Hundred Sixty-Nine Thousand Three Hundred Forty-Three Dollars). The actual amount payable to the Executive as the Deferred Cash Payment shall be calculated by the Accounting Firm as of the Vesting Date, using assumptions regarding Taxes as of such Vesting Date. The Accounting Firm shall provide detailed supporting calculations both to the Company and the Executive within 30 business days of the receipt of notice from the Executive or the Company that the Deferred Cash Payment has vested or will vest within 30 business days. Any other determinations required to be made under this Section 8 shall be made by the Accounting Firm, and any determination by the Accounting Firm shall be binding upon the Company and the Executive. All fees and expenses of the Accounting Firm shall be borne solely by the Company. For the avoidance of doubt, the amount of the Deferred Cash Payment shall not be adjusted after the same has been determined by the Accounting Firm, including as a result of (i) changes in applicable tax laws or tax rates following the Vesting Date, or (ii) additional taxes, interest, or penalties imposed on the Deferred Cash Payment or on the Closing Payment after the amount of the Deferred Cash Payment has been determined, whether such additional taxes, interest, or penalties result from audit by applicable tax authorities or otherwise.

(b)The Deferred Cash Payment shall vest on the earliest to occur of the following: (i) the twelve (12) month anniversary of the Closing Date, subject to the Executive's continued employment through such date, (ii) the Date of Termination unless the Executive's employment is terminated by the Company for Cause or by the Executive without Good Reason (excluding by reason of death or Disability, such that solely for this purpose Good Reason shall include death or Disability), or (iii) the occurrence of a Change in Control (the “Vesting Date”).

(c)The Deferred Cash Payment shall be paid to the Executive upon the later of (i) the Date of Termination, provided that Executive's termination of employment constitutes a “separation from service” within the meaning of Section 1.409A-1(h) of the Department of Treasury Regulations, or (ii) the fifth (5^th) business day following the Company's receipt of the Accounting Firm's calculations detailing the amount of the Deferred Cash Payment. Notwithstanding anything herein to the contrary, if the Executive's employment terminates other than by death, the Deferred Cash Payment shall not be paid unless, on or prior to the thirtieth (30th) day following the Date of Termination,

the Executive timely executes a general waiver and release of claims agreement in the form attached hereto as Exhibit C (which release shall be delivered by the Company to the Executive within seven (7) days after the Date of Termination), and such release shall not have been revoked by the Executive prior to the expiration of the period (if any) during which any portion of such release is revocable under applicable law.

(d)In the event that the Executive violates any covenant contained in Section 9 prior to payment to the Executive of the Deferred Cash Payment, the Executive shall forfeit his right to receive the Deferred Cash Payment. In the event that the Executive violates any covenant contained in Section 9 after payment to the Executive of the Deferred Cash Payment, the Executive shall repay to the Company the full amount of the Deferred Cash Payment within sixty (60) days of the first date on which the Executive violates any such covenant.

9.Restrictive Covenants.

(a)The Executive hereby agrees that the Executive shall not, at any time during the Noncompetition Restricted Period, directly or indirectly engage in, have any interest in (including, without limitation, through the investment of capital or lending of money or property), or manage, operate or otherwise render any services to, any Person (whether on his own or in association with others, as a principal, director, officer, employee, agent, representative, partner, member, security holder, consultant, advisor, independent contractor, owner, investor, participant or in any other capacity) that engages in (either directly or through any subsidiary or Affiliate thereof) any business or activity (i) relating to the Business anywhere in North America or the United Kingdom, or (ii) which the Company or any of its Affiliates has taken active steps to engage in or acquire. Notwithstanding the foregoing, the Executive shall be permitted to acquire a passive stock or equity interest in such a business; provided, that such stock or other equity interest acquired is not more than five percent (5%) of the outstanding interest in such business.

(b)The Executive hereby agrees that the Executive shall not, at any time during the Nonsolicitation Restricted Period, directly or indirectly, either for himself or on behalf of any other Person, (i) recruit or otherwise solicit or induce any employee, customer or supplier of the Company to terminate its employment or arrangement with the Company, or otherwise change its relationship with the Company, or (ii) hire, or cause to be hired, any person who was employed by the Company at any time during the twelve (12)-month period immediately prior to the Date of Termination or who thereafter becomes employed by the Company.

(c)Except as the Executive reasonably and in good faith determines to be required in the faithful performance of the Executive's duties hereunder or in accordance with Section 9(e), the Executive shall, during the Employment Period and after the Date of Termination, maintain in confidence and shall not directly or indirectly, use, disseminate, disclose or publish, for the Executive's benefit or the benefit of any other Person, any confidential or proprietary information or trade secrets of or relating to the Company, including, without limitation, information with respect to the Company's operations, processes, protocols, products, inventions, business practices, finances, principals, vendors, suppliers, customers, potential customers, marketing methods, costs, prices, contractual relationships, regulatory status, compensation paid to employees or other terms of employment (“Proprietary Information”), or deliver to any Person, any document, record, notebook, computer program or similar repository of or containing any such Proprietary Information. The Executive's obligation to maintain and not use, disseminate, disclose or publish, or use for the Executive's benefit or the benefit of any other Person, any Proprietary Information after the Date of Termination will continue so long as such Proprietary Information is not, or has not by legitimate means become, generally known and in the public domain (other than by means of the Executive's direct or indirect disclosure of such Proprietary Information) and continues to be maintained as Proprietary Information by the Company. The parties hereby stipulate and agree that as between them, the Proprietary Information identified herein is important, material and affects the successful conduct of the businesses of the Company (and any successor or assignee of the Company).

(d)Upon termination of the Executive's employment with the Company for any reason, the Executive will promptly deliver to the Company (i) all correspondence, drawings, manuals, letters, notes, notebooks, reports, programs, plans, proposals, financial documents, or any other documents that are Proprietary Information, including all physical and digital copies thereof, and (ii) all other Company property (including, without limitation, any personal computer or wireless device and related accessories, keys, credit cards and other similar items) which is in his possession, custody or control.

(e)The Executive may respond to a lawful and valid subpoena or other legal process but shall give the Company the earliest possible notice thereof, and shall, as much in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought, and shall assist such counsel in resisting or otherwise responding to such process.

(f)The Executive agrees not to disparage the Company, any of its products or practices, or any of its directors, officers, agents, representatives, partners, members, equity holders or Affiliates, either orally or in writing, at any time; provided, that the Executive may confer in confidence with the Executive's legal representatives and make truthful statements as required by law. The Company agrees not to, and agrees to use its best efforts to cause its officers, directors, employees and spokespersons not to, disparage the Executive, either orally or in writing, at any time; provided, that the Company may confer in confidence with the Company's legal representatives and make truthful statements as required by law.

(g)Prior to accepting other employment or any other service relationship during the Noncompetition Restricted Period, the Executive shall provide a copy of this Section 9 to any recruiter who assists the Executive in obtaining other employment or any other service relationship and to any employer or other Person with which the Executive discusses potential employment or any other service relationship.

(h)In the event the terms of this Section 9 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. Any breach or violation by the Executive of the provisions of this Section 9 shall toll the running of any time periods set forth in this Section 9 for the duration of any such breach or violation.

(i)As used in this Section 9, the term “Company” shall include the Company and any parent, affiliated, related and/or direct or indirect subsidiary entity thereof.

10.Injunctive Relief; Indemnification.

(a)The Executive recognizes and acknowledges that a breach of the covenants contained in Section 9 will cause irreparable damage to the Company and its goodwill, the exact amount of which will be difficult or impossible to ascertain, and that the remedies at law for any such breach will be inadequate. Accordingly, the Executive agrees that in the event of a breach of any of the covenants contained in Section 9, in addition to any other remedy which may be available at law or in equity, the Company will be entitled to specific performance and injunctive relief.

(b)The Executive shall have the benefit of indemnification to the fullest extent permitted by applicable law with respect to the Executive's employment by the Company and service on the Board pursuant to the Company's indemnification policy, which indemnification shall continue after the termination of this Agreement for such period as may be necessary to continue to indemnify Executive for his acts during the Employment Period. During the Employment Period, the Executive will be named as an insured on the director and officer liability insurance policy currently maintained, or as may be maintained by the Company from time to time, at the same level of coverage applicable to active directors and officers. Additionally, if the Board determines to provide continuing director and office liability insurance coverage generally for directors and officers after termination of service to the Company (“Post-Termination Insurance Policy”), then the Executive will be named as an insured on such Post-Termination Insurance Policy in accordance with any decision made by the Board as to the duration of any such Post-Termination Insurance Policy. In addition, the Executive and the Company will enter into the form of indemnification agreement provided to other similarly situated executive officers and directors of the Company, if the Company determines to enter into such agreements.

11.Section 409A.

(a)General. The parties hereto acknowledge and agree that, to the extent applicable, this Agreement shall be interpreted in accordance with, and incorporate the terms and conditions required by, Section 409A. Notwithstanding any provision of this Agreement to the contrary, in the event that the Company determines that any amounts payable hereunder will be immediately taxable to the Executive under Section 409A, the Company reserves the right to (without any obligation to do so or to indemnify the Executive for failure to do so) (i) adopt such amendments to this Agreement or adopt such other policies and procedures (including amendments, policies and procedures with retroactive effect) that it determines to be necessary or appropriate to preserve the intended tax treatment of the benefits provided by this Agreement, to preserve the economic benefits of this Agreement and to avoid less favorable accounting or tax consequences for the Company and/or (ii) take such other actions it determines to be necessary or appropriate to exempt the amounts payable hereunder from Section 409A or to comply with the requirements of Section 409A and thereby avoid the application of penalty taxes thereunder. Notwithstanding anything herein to the contrary, no provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from the Executive or any other individual to the Company or any of its Affiliates, employees or agents.

(b)Separation from Service under Section 409A. Notwithstanding anything herein to the contrary: (i) no termination or other similar payments and benefits hereunder shall be payable unless the Executive's termination of employment constitutes a “separation from service” within the meaning of Section 1.409A-1(h) of the Department of Treasury Regulations; (ii) if the Executive is deemed at the time of the Executive's separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of any termination or other similar payments and benefits to which the Executive may be entitled hereunder (after taking into account all exclusions applicable to such payments or benefits under Section 409A) is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of such payments and benefits shall not be provided to the Executive prior to the earlier of (x) the expiration of the six (6)-month period measured from the date of the Executive's “separation from service” with the Company (as such term is defined in the Department of Treasury Regulations issued under Section 409A) or (y) the date of the Executive's death; provided, that upon the earlier of such dates, all payments and benefits deferred pursuant to this Section 11(b) shall be paid in a lump sum to the Executive, and any remaining payments and benefits due hereunder shall be provided as otherwise specified herein; (iii) the determination of whether the Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of the Executive's separation from service shall be made by the Company in accordance with the terms of Section 409A (including, without limitation, Section 1.409A-1(i) of the Department of Treasury Regulations and any successor provision thereto); (iv) to the extent that any installment payments under this Agreement are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A, for purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) of the Department of Treasury Regulations), each such payment that the Executive may be eligible to receive under this Agreement shall be treated as a separate and distinct payment; (v) to the extent that any reimbursements or corresponding in-kind benefits provided to the Executive under this Agreement are deemed to constitute “deferred compensation” under Section 409A, such reimbursements or benefits shall be provided reasonably promptly, but in no event later than December 31 of the year following the year in which the expense was incurred, and in any event in accordance with Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations; and (vi) the amount of any such payments or expense reimbursements in one calendar year shall not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and the Executive's right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit.

12.Assignment and Successors. The Company may assign its rights and obligations under this Agreement to any entity, including any successor to all or substantially all the assets of the Company, by merger or otherwise, and may assign or encumber this Agreement and its rights hereunder as security for indebtedness of the Company and its Affiliates. The Executive may not assign the Executive's rights or obligations under this Agreement to any individual or entity. This Agreement shall be binding upon and inure to the benefit of the Company, the Executive and their

respective successors, assigns, personnel and legal representatives, executors, administrators, heirs, distributees, devisees, and legatees, as applicable.

13.Governing Law. This Agreement shall be governed, construed, interpreted and enforced in accordance with the substantive laws of the State of Delaware, without giving effect to any principles of conflicts of law, whether of the State of Delaware or any other jurisdiction, and where applicable, the laws of the United States, that would result in the application of the laws of any other jurisdiction.

14.Validity. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

15.Notices. Any notice, request, claim, demand, document and other communication hereunder to any party hereto shall be effective upon receipt (or refusal of receipt) and shall be in writing and delivered personally or sent by telex, telecopy, or certified or registered mail, postage prepaid, to the following address (or at any other address as any party hereto shall have specified by notice in writing to the other party hereto):

(a)If to the Company:

EnergySolutions, Inc.

423 West 300 South, Suite 200

Salt Lake City, Utah 84101

Attention: General Counsel

With copies to:

Energy Capital Partners II, LLC

51 John F. Kennedy Parkway, Suite 200

Short Hills, New Jersey 07078

Attention: Christopher Leininger

Facsimile: (973) 671-6101

Email: cleininger@ecpartners.com

Energy Capital Partners II, LLC

11943 El Camino Real, Suite 220

San Diego, California 92130

Attention: Christopher Leininger

Facsimile: (858) 703-4401

Email: cleininger@ecpartners.com

Latham & Watkins LLP

650 Town Center Drive, 20th Floor

Costa Mesa, CA 92626

Attention: David C. Lee

Facsimile: (714) 755-8290

Email: david.c.lee@lw.com

(b)If to the Executive, at the address set forth on the signature page hereto.

16.Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement.

17.Amendments; Waivers. This Agreement may not be modified, amended, or terminated except by an instrument in writing, signed by the Executive and a duly authorized officer of the Company and approved by the Board, which expressly identifies the amended provision of this Agreement. By an instrument in writing similarly executed and approved by the Board, the Executive or a duly authorized officer of the Company may waive compliance by the other party or parties hereto with any provision of this Agreement that such other party was or is obligated to comply with or perform; provided, however, that such waiver shall not operate as a waiver of, or estoppel with respect to, any other or subsequent failure to comply or perform. No failure to exercise and no delay in exercising any right, remedy, or power hereunder shall preclude any other or further exercise of any other right, remedy, or power provided herein or by law or in equity.

18.No Inconsistent Actions. The parties hereto shall not voluntarily undertake or fail to undertake any action or course of action inconsistent with the provisions or essential intent of this Agreement. Furthermore, it is the intent of the parties hereto to act in a fair and reasonable manner with respect to the interpretation and application of the provisions of this Agreement.

19.Construction. This Agreement shall be deemed drafted equally by both of the parties hereto. Its language shall be construed as a whole and according to its fair meaning. Any presumption or principle that the language is to be construed against any party hereto shall not apply. The headings in this Agreement are only for convenience and are not intended to affect construction or interpretation. Any references to paragraphs, subparagraphs, sections or subsections are to those parts of this Agreement, unless the context clearly indicates to the contrary. Also, unless the context clearly indicates to the contrary, (a) the plural includes the singular and the singular includes the plural; (b) “and” and “or” are each used both conjunctively and disjunctively; (c) “any,” “all,” “each,” or “every” means “any and all,” and “each and every”; (d) ”includes” and “including” are each “without limitation”; (e) “herein,” “hereof,” “hereunder” and other similar compounds of the word “here” refer to the entire Agreement and not to any particular paragraph, subparagraph, section or subsection; and (f) all pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the entities or persons referred to may require.

20.Arbitration. Any dispute or controversy based on, arising under or relating to this Agreement shall be settled exclusively by final and binding arbitration, conducted before a single neutral arbitrator in New York, New York in accordance with the Employment Arbitration Rules and Mediation Procedures of the American Arbitration Association (the “AAA”) then in effect. Arbitration may be compelled, and judgment may be entered on the arbitration award in any court having jurisdiction; provided, however, that the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Section 9, and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (a) lawyers engaged full-time in the practice of law and (b) on the AAA roster of arbitrators shall be selected as an arbitrator. Within twenty (20) days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. Each party shall

bear its own costs and attorneys' fees in connection with an arbitration; provided, that the Company shall bear the cost of the arbitrator and the AAA's administrative fees.

21.Enforcement. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective during the term of this Agreement, such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a portion of this Agreement; and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of such illegal, invalid or unenforceable provision there shall be added automatically as part of this Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

22.Withholding. The Company shall be entitled to withhold from any amounts payable under this Agreement, any federal, state, local or foreign withholding or other taxes or charges which the Company is required to withhold. The Company shall be entitled to rely on an opinion of counsel (or for purposes of Section 8, the Accounting Firm) if any questions as to the amount or requirement of withholding shall arise.

23.Absence of Conflicts; Executive Acknowledgement; Confidentiality. The Executive hereby represents that from and after the Effective Date the performance of the Executive's duties hereunder will not breach any other agreement to which the Executive is a party. The Executive acknowledges that the Executive has read and understands this Agreement, is fully aware of its legal effect, has not acted in reliance upon any representations or promises made by the Company other than those contained in writing herein, and has entered into this Agreement freely based on the Executive's own judgment. The Executive agrees not to disclose the terms or existence of this Agreement to any Person unless the Company agrees to such disclosure in advance and in writing; provided, that the Executive may, without such permission, make such disclosures as are required by applicable law, including disclosures to taxing agencies, and disclose the terms of this Agreement to the Executive's attorney(s), accountant(s), tax advisor(s), and other professional service provider(s), and to members of the Executive's immediate family, as reasonably necessary; provided, further, that the Executive instructs such person(s) that the terms of this Agreement are strictly confidential and are not to be revealed to anyone else except as required by applicable law.

24.Survival. The termination of the Employment Period shall not impair the rights or obligations of any party hereto which shall have accrued prior to such termination (including, without limitation, pursuant to the provisions of Section 9 hereof).

SIGNATURE PAGE

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written.

Rockwell Acquisition Corp.

By: /s/ Tyler Reeder_______________________________

Name: Tyler Reeder

Title:Chief Executive Officer and President

David J. Lockwood

/s/ David J. Lockwood________________

Residence Address:

__________________________________

__________________________________

EXHIBIT A

STOCKHOLDERS AGREEMENT OF ROCKWELL HOLDCO, INC.

EXHIBIT B

FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT OF

ROCKWELL HOLDCO, INC.

EXHIBIT C

FORM OF RELEASE AGREEMENT

In consideration of the termination benefits described herein (the “Benefits”) provided and to be provided to me by EnergySolutions, Inc., a Delaware corporation, or any successor thereof (the “Company”) pursuant to my Employment Agreement with the Company dated May __, 2013 (the “Employment Agreement”) and in connection with the termination of my employment, I agree to the following general release (the “Release”).

1.On behalf of myself, my heirs, executors, administrators, successors, and assigns, I hereby fully and forever generally release and discharge Company, its current, former and future parents, subsidiaries, affiliated companies, related entities, employee benefit plans, and their fiduciaries, predecessors, successors, officers, directors, shareholders, agents, employees and assigns (collectively, the “Company”) from any and all claims, debts, demands, accounts, judgments, rights, causes of action, equitable relief, damages, costs, charges, complaints, obligations, promises, agreements, controversies, suits, expenses, compensation, responsibility and liability of every kind and character whatsoever (including attorneys' fees and costs), whether in law or equity, known or unknown, asserted or unasserted, suspected or unsuspected, up through the date of my execution of the Release. The claims subject to this release include, but are not limited to, those relating to my employment with Company and/or any predecessor to Company, the termination of such employment and my status at any time as a holder of any securities of the Company. All such claims (including related attorneys' fees and costs) are barred without regard to whether those claims are based on any alleged breach of a duty arising in statute, contract, or tort. This expressly includes waiver and release of any rights and claims arising under any and all laws, rules, regulations, and ordinances, including, but not limited to: Title VII of the Civil Rights Act of 1964; the Older Workers Benefit Protection Act; the Americans With Disabilities Act; the Age Discrimination in Employment Act; the Fair Labor Standards Act; the National Labor Relations Act; the Family and Medical Leave Act; the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); the Workers Adjustment and Retraining Notification Act; the Equal Pay Act of 1963; the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Sarbanes-Oxley Act, as amended, and any similar law of any other state or governmental entity. This Release does not extend to, and has no effect upon, any benefits that have accrued, and to which I have become vested or otherwise entitled to, under any employee benefit plan, program or policy sponsored or maintained by the Company, or to my right to indemnification by the Company, and continued coverage by the Company's director's and officer's insurance.

2.In understanding the terms of the Release and my rights, I have been advised to consult with an attorney of my choice prior to executing the Release. I understand that nothing in the Release shall prohibit me from exercising legal rights that are, as a matter of law, not subject to waiver such as: (a) my rights under applicable workers' compensation laws; (b) my right, if any, to seek unemployment benefits; (c) my right to indemnity under any applicable state-law right to indemnity; and (d) my right to file a charge or complaint with a government agency such as but not limited to the Equal Employment Opportunity Commission, the National Labor Relations Board, the Department of Labor or other applicable state agency. Moreover, you will continue to be indemnified for your actions taken while employed by the Company to the same extent as other then-current or former directors and officers of the Company under the Company's Certificate of Incorporation and Bylaws and the Director and Officer Indemnification Agreement between you and the Company, if any, and you will continue to be covered by the Company's directors and officers liability insurance policy as in effect from time to time to the same extent as other then-current or former directors and officers of the Company, each subject to the requirements of the laws of the State of Delaware. To the fullest extent permitted by law, any dispute regarding the scope of this general release shall be resolved through binding arbitration pursuant to the arbitration provision set forth in my Employment Agreement.

3.I understand and agree that Company will not provide me with the Benefits unless I execute the Release. I also understand that I have received or will receive, regardless of the execution of the Release, all wages owed to me together with any accrued but unused vacation pay, less applicable withholdings and deductions, earned through my termination date.

4.As part of my existing and continuing obligations to Company, I have returned to Company all Company documents (and all copies thereof) and other Company property that I have had in my possession at any time, including but not limited to Company files, notes, drawings, records, business plans and forecasts, financial information, specification, computer-recorded information, tangible property (including, but not limited to, computers, laptops, pagers, etc.), credit cards, entry cards, identification badges and keys; and any materials of any kind which contain or embody any proprietary or confidential information of Company (and all reproductions thereof). I understand that, even if I did not sign the Release, I am still bound by any and all confidential/proprietary/trade secret information, non-disclosure and inventions assignment agreement(s) signed by me in connection with my employment with Company, or with a predecessor or successor of Company pursuant to the terms of such agreement(s).

5.I represent and warrant that I am the sole owner of all claims relating to my employment with Company and/or with any predecessor of Company, and that I have not assigned or transferred any claims relating to my employment to any other person or entity.

6.I agree to keep the Benefits and the provisions of the Release confidential and not to reveal its contents to anyone except my lawyer, my spouse or other immediate family member, and/or my financial consultant, or as required by legal process or applicable law.

7.I understand and agree that the Release shall not be construed at any time as an admission of liability or wrongdoing by either Company or myself.

8.I understand that this Release includes a release of claims arising under the Age Discrimination in Employment Act. I agree that I have had at least twenty-one (21) calendar days in which to consider whether to execute the Release, no one hurried me into executing the Release during that period, and no one coerced me into executing the Release. I understand that the offer of the Benefits and the Release shall expire on the twenty-second (22^nd) calendar day after my employment termination date if I have not accepted it by that time. I further understand that Company's obligations under the Release shall not become effective or enforceable until the eighth (8^th) calendar day after the date I sign the Release provided that I have timely delivered it to Company (the “Effective Date”) and that in the seven (7) day period following the date I deliver a signed copy of the Release to Company I understand that I may revoke my acceptance of the Release. I understand that the Benefits will become available to me at such time after the Effective Date.

9.In executing the Release, I acknowledge that I have not relied upon any statement made by Company, or any of its representatives or employees, with regard to the Release unless the representation is specifically included herein. Furthermore, the Release contains our entire understanding regarding eligibility for Benefits and supersedes any or all prior representation and agreement regarding the subject matter of the Release. However, the Release does not modify, amend or supersede written Company agreements that are consistent with enforceable provisions of this Release such as my Employment Agreement, proprietary information and invention assignment agreement, and any stock, stock option and/or stock purchase agreements between Company and me. Once effective and enforceable, this agreement can only be changed by another written agreement signed by me and an authorized representative of Company.

10.Should any provision of the Release be determined by an arbitrator, court of competent jurisdiction, or government agency to be wholly or partially invalid or unenforceable, the legality, validity and enforceability of the remaining parts, terms, or provisions are intended to remain in full force and effect. Specifically, should a court, arbitrator, or agency conclude that a particular claim may not be released as a matter of law, it is the intention of the parties that the general release and the waiver of unknown claims above shall otherwise remain effective to release any and all other claims. I acknowledge that I have obtained sufficient information to intelligently exercise my own judgment regarding the terms of the Release before executing the Release.

11.The Benefits provided and to be provided to me by the Company consist of the benefits and payments in accordance with the Employment Agreement, including, but not limited to, any accrued compensation as follows: [_______________].

EMPLOYEE'S ACCEPTANCE OF RELEASE

BEFORE SIGNING MY NAME TO THE RELEASE, I STATE THE FOLLOWING: I HAVE READ THE RELEASE, I UNDERSTAND IT AND I KNOW THAT I AM GIVING UP IMPORTANT RIGHTS. I HAVE OBTAINED SUFFICIENT INFORMATION TO INTELLIGENTLY EXERCISE MY OWN JUDGMENT. I HAVE BEEN ADVISED THAT I SHOULD CONSULT WITH AN ATTORNEY BEFORE SIGNING IT, AND I HAVE SIGNED THE RELEASE KNOWINGLY AND VOLUNTARILY.

EFFECTIVE UPON EXECUTION BY EMPLOYEE AND THE COMPANY.

Date delivered to employee ___________, ______.

Executed this ___________ day of ___________, ______.

Employee Signature

Employee Name (Please Print)

Agreed and Accepted:

EnergySolutions, Inc.

___________________________

By:

Date:

EX-10.2

EXHIBIT 10.2

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”), entered into on June 13, 2013 (the “Effective Date”), is made by and between Greg Wood (the “Executive”) and EnergySolutions, Inc., a Delaware corporation (together with any of its subsidiaries and Affiliates as may employ the Executive from time to time, and any successor(s) thereto, the “Company”).

RECITALS

A.The Company has entered into that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of January 7, 2013, by and among the Company, Rockwell Holdco, Inc., a Delaware corporation (“Parent”), and Rockwell Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Parent (the “Merger Sub”), pursuant to which Merger Sub was merged with and into the Company as of May 24, 2013 (the “Closing Date”), with the Company continuing as the surviving corporation (the “Merger”).

B.The Company and the Executive have entered into that certain Executive Severance Agreement dated as of June 15, 2012 (the “Severance Agreement”), which agreement shall be superseded by this Agreement.

C.The Company and the Executive have entered into that certain Phantom Performance Share Unit Award Agreement, effective as of June 15, 2012 (the “PPSU Agreement”), which shall continue in effect in accordance with its terms, with payments to be made thereunder as contemplated by the PPSU Agreement and the Merger Agreement.

D.The Company desires to assure itself of the services of the Executive by engaging the Executive to perform services under the terms hereof.

E.The Executive desires to provide services to the Company on the terms herein provided.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, including the respective covenants and agreements set forth below, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.Certain Definitions.

(a) “2013 Bonus” shall have the meaning set forth in Section 4(b).

(b) “Affiliate” shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such Person where “control” shall have the meaning given such term under Rule 405 of the Securities Act of 1933, as amended from time to time.

(c) “Agreement” shall have the meaning set forth in the preamble hereto.

(d) “Annual Base Salary” shall have the meaning set forth in Section 4(a).

(e) “Annual Bonus” shall have the meaning set forth in Section 4(c).

(f) “Board” shall mean the Board of Directors of the Company.

(g) “Business” shall mean (1) the storage, transport or processing of nuclear waste, (2) back-end nuclear services, (3) nuclear plant decommissioning, or (4) wastewater treatment products or technology.

(h) “Cause” shall mean (1) a material breach by the Executive of the duties and responsibilities of the Executive or any material written policies or directives of the Company or its subsidiaries or Affiliates (other than as a result of incapacity due to physical or mental illness) which is willful, reckless or intentional; (2) the Executive's conviction of, or plea of nolo contendere to, any felony; (3) the Executive engages in a fraudulent or dishonest act that causes material damage to the property, business or reputation of the Company or its subsidiaries or Affiliates, as determined in good faith by the Board; (4) the Executive engages in habitual insobriety or the use of illegal drugs or substances; or (5) the Executive commits a material breach of the Executive's fiduciary duties to the Company or its subsidiaries or Affiliates, as determined in good faith by the Board. The Company must notify Executive of any event constituting Cause within 90 calendar days following the Company's knowledge of its existence or such event shall not constitute Cause under this Agreement; provided, however, that in all cases the Executive may cure (to the extent curable) any such event within 30 calendar days after receipt from the Company of such notice and such event shall not constitute Cause to the extent so cured.

(i) “Change in Control” shall mean a change in beneficial ownership or control of the Parent effected through a transaction or series of transactions (other than an offering of Common Stock to the general public through a registration statement filed with the Securities and Exchange Commission) whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Parent, the Principal Stockholders (as such term is defined in the Stockholders Agreement), or any of their respective Affiliates, or any employee benefit plan maintained by the Parent or any of its subsidiaries), directly or indirectly acquires (a) beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Parent possessing more than fifty percent (50%) of the total combined voting power of the Parent's securities outstanding immediately after such acquisition or (b) all or substantially all of assets of Parent or the Company, in the aggregate.

(j) “COBRA” shall mean the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

(k) “Code” shall mean the Internal Revenue Code of 1986, as amended.

(l) “Committee” shall mean the Compensation Committee of the Board, or if no such committee exists, the Board.

(m) “Common Stock” shall mean the common stock of the Parent, par value $0.01 per share.

(n) “Company” shall, except as otherwise provided in Section 8(i), have the meaning set forth in the preamble hereto.

(o) “Date of Termination” shall mean (i) if the Executive's employment is terminated due to the Executive's death, the date of the Executive's death; (ii) if the Executive's employment is terminated due to the Executive's Disability, the date determined pursuant to Section 5(a)(ii), or (iii) if the Executive's employment is terminated pursuant to Section 5(a)(iii)-(vi), either the date indicated in the Notice of Termination or the date specified by the Company pursuant to Section 5(b), whichever is earlier.

(p) “Disability” shall have that meaning set forth in Section 22(e)(3) of the Code.

(q) “Employment Period” shall mean the period of the Executive's employment by the Company.

(r)“Effective Date” shall have the meaning set forth in the preamble hereto.

(s)“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

(t)“Executive” shall have the meaning set forth in the preamble hereto.

(u) “Good Reason” shall mean (1) the material diminution of any of the Executive's duties, responsibilities or authority without the Executive's prior written consent; (2) the assignment to Executive of duties materially inconsistent with the Executive's position without the Executive's prior written consent; (3) any material reduction in Executive's Annual Base Salary without the Executive's prior written consent unless all other executives who are parties to agreements similar to this Agreement also agree to a comparable reduction in their base salaries; or (4) unless agreed to in writing by the Executive, a relocation of the Executive's principal place of business to a Company facility more than 50 miles away from the Executive's principal place of business as of the date of this Agreement. The Executive must notify the Company of any event that constitutes Good Reason within 90 calendar days following the Executive's knowledge of its existence or such event shall not constitute Good Reason under this Agreement; provided, however, that in all cases the Company may cure (to the extent curable) any such event within 30 calendar days after receipt from the Executive of such notice and such event shall not constitute Good Reason to the extent so cured. Good Reason shall cease to exist with respect to an event or condition one year following the initial existence of such event or condition (but if the Executive does not claim Good Reason as a result of an event or condition within such period, the Executive will not be deemed to have waived the right to claim Good Reason upon the existence or occurrence of a subsequent (or similar) event or condition).

(v) “Initial Option” shall have the meaning set forth in Section 4(d).

(w)“Long-Term Incentive Bonus Plan” shall have the meaning set forth in Section 4(e).

(x)“Merger” shall have the meaning set forth in the recitals hereto.

(y)“Merger Agreement” shall have the meaning set forth in the recitals hereto.

(z)“Merger Sub” shall have the meaning set forth in the recitals hereto.

(aa)“Noncompetition Restricted Period” shall mean the period from the Effective Date through the one (1) year anniversary of the Date of Termination.

(ab)“Nonsolicitation Restricted Period” shall mean the period from the EffectiveDate through the two (2) year anniversary of the Date of Termination.

(ac)“Notice of Termination” shall have the meaning set forth in Section 5(b).

(ad)“Option” shall have the meaning set forth in Section 4(d).

(ae)“Parent” shall have the meaning set forth in the recitals hereto.

(af)“Performance Targets” shall have the meaning set forth in Section 4(b).

(ag)“Person” shall mean any individual, natural person, corporation (including any non-profit corporation), general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, company (including any company limited by shares, limited liability company or joint stock company), incorporated or unincorporated association, governmental authority, firm, society or other enterprise, organization or other entity of any nature.

(ah)“Principal Stockholders” shall have the meaning set forth in the Stockholders Agreement.

(ai)“Privately Held Company” shall mean a company that does not have a class of securities registered pursuant to Section 12(b) or 12(g) of the Exchange Act.

(aj)“Proprietary Information” shall have the meaning set forth in Section 8(c).

(ak)“Pro Rata Bonus” as to any fiscal year of the Company in which the Executive's employment with the Company is terminated, shall mean an amount equal to the product of the number of calendar days which the Executive was employed by the Company during such fiscal year, divided by 365, multiplied by the Executive's Annual Bonus, determined as if the Executive had been employed for the entire year in which the termination occurs and based upon the Company's and the Executive's actual performance for such year.

(al)“Section 409A” shall mean Section 409A of the Code and the Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date.

(am)“Severance Payment” shall have the meaning set forth in Section 6(b).

(an)“Stockholders Agreement” shall mean that certain Stockholders Agreement of Rockwell Holdco, Inc., to be entered into as of May 24, 2013, by and among the Parent, the Executive and certain other Persons, attached hereto as Exhibit A, as it may be amended from time to time.

(ao)“Supplemental Option” shall have the meaning set forth in Section 4(d).

(ap)“Welfare Benefit Amount” shall mean an amount equal to the monthly cost of maintaining medical, dental, disability and life insurance coverages for the Executive (and the Executive's spouse and eligible dependents), in each case as in effect immediately prior to the Date of Termination (under a group health insurance plan of the Company for purposes of COBRA to the extent such coverages are available via COBRA); provided, however, that the Company shall have the right to cease making payments in respect of the Welfare Benefit Amount upon or at any time following the date the Executive has commenced new employment and has thereby become eligible for comparable benefits.

2.Entire Agreement.

(a)The terms of this Agreement (together with any other agreements and instruments contemplated hereby or referred to herein) are intended by the parties hereto to be the final expression of their agreement with respect to the employment of the Executive by the Company and may not be contradicted by evidence of any prior or contemporaneous agreement (including, without limitation, any term sheet or offer letter). The parties hereto further intend that this Agreement shall constitute the complete and exclusive statement of its terms and that no extrinsic evidence whatsoever may be introduced in any judicial, administrative, or other legal proceeding to vary the terms of this Agreement.

(b)For the avoidance of doubt, this Agreement shall supersede the Severance Agreement, effective as of the Effective Date, but shall not supersede the PPSU Agreement. The Company and the Executive acknowledge that the Company's change to a Privately Held Company and any actions that result from the consummation of the Merger, shall not, for purposes of this Agreement, the Severance Agreement, the PPSU Agreement and any other agreements or arrangements that contain any similar rights or commitments, be deemed to constitute (i) a material diminution of any of the Executive's duties, responsibilities or authority, (ii) the assignment to the Executive of duties materially inconsistent with the Executive's position, or (iii) “Good Reason” as defined in such agreements or arrangements, and in no event shall this Agreement, the Severance Agreement, the PPSU Agreement or any such agreements or arrangements be interpreted otherwise.

3.Employment.

(a)In General. The Company shall employ the Executive and the Executive shall enter the employ of the Company in the position set forth in Section 3(c), and upon the other terms and conditions herein provided.

(b)Period of Employment. The Executive's employment with the Company is not for any specified term and nothing contained in this Agreement shall confer upon the Executive any right to continue in the

employ of the Company or any of its affiliates or shall interfere with or restrict in any way the right of the Company and of any of its affiliates to terminate the Executive's employment at any time, for any reason, with or without cause.

(c)Position and Duties. During the Employment Period, the Executive: (A) shall serve as Executive Vice President and Chief Financial Officer of the Company, with responsibilities, duties and authority customary for such position, subject to direction by the Company's Chief Executive Officer; (B) shall report directly to the Company's Chief Executive Officer; (C) shall devote substantially all the Executive's working time and efforts to the business and affairs of the Company and its subsidiaries; (D) shall disclose to the Board the Executive's participation in any activities, including social, civic, charitable, religious, business, educational or professional associations, for which Executive receives remuneration; and (E) agrees to observe and comply with the Company's rules and policies as adopted by the Company from time to time.

4.Compensation and Related Matters.

(a)Annual Base Salary. During the Employment Period, the Executive shall receive a base salary at a rate of $600,000 per annum, which shall be paid in accordance with the customary payroll practices of the Company, subject to review by the Board in its sole discretion (the “Annual Base Salary”).

(b)2013 Annual Bonus. With respect to calendar year 2013, the Executive shall be eligible to receive an annual cash bonus in accordance with the Company's 2013 Annual Incentive Plan (the “2013 Bonus”).

(c)Annual Bonus after 2013. With respect to each fiscal year that ends during the Employment Period, commencing with fiscal year 2014, the Executive shall be eligible to receive an annual cash bonus (the “Annual Bonus”) based upon individual and Company annual performance targets (the “Performance Targets”) established by the Board in its sole discretion, with the minimum, target and maximum bonus opportunity to be established by the Board in its sole discretion, provided, that the target annual bonus shall be no less than one hundred percent (100%) of the Annual Base Salary. The amount of the Annual Bonus shall be based upon the Executive's and the Company's attainment of the Performance Targets, as determined by the Board (or any authorized committee of the Board) in its sole discretion. Each such Annual Bonus shall be payable on such date as is determined by the Board in its sole discretion, but in any event on or prior to March 15 of the calendar year immediately following the fiscal year with respect to which such Annual Bonus was earned.Notwithstanding the foregoing, no bonus shall be payable with respect to any fiscal year unless the Executive remains continuously employed with the Company during the period beginning on the Effective Date and ending on the last date of such fiscal year.

(d)Stock Options. As soon as practicable following the Effective Date, the Parent shall grant the Executive a non-qualified stock option (the “Initial Option”) to purchase 5,639 shares of Common Stock (which number of shares is intended to be equal to 1.25% of the fully diluted shares of Common Stock outstanding as of the Closing Date, including, for the avoidance of doubt, the number of shares of Common Stock subject to the Initial Option and any other stock option granted to a member of the Company's senior management on, or shortly following, the Closing Date). As soon as practicable following a purchase of shares of Common Stock by any of the Principal Stockholders that occurs following the Closing Date and prior to six (6) month anniversary of the Closing Date, the Parent shall grant the Executive a non-qualified stock option (a “Supplemental Option”) to purchase a number of shares of Common Stock equal to 1.25% of the sum of the shares of Common Stock purchased by such Principal Stockholders plus the number of shares of Common Stock subject to the Supplemental Option and any other stock option granted to a member of the Company's senior management at, or shortly following, the time of such supplemental equity investment by the Principal Stockholders. The Initial Option and any Supplemental Option (each, an “Option”) shall each have an exercise price per share of Common Stock equal to the fair market value per share of Common Stock on the date of grant of such Option, pursuant to the terms and conditions of the Stock Option Plan of the Parent and a non-qualified stock option agreement substantially in the form attached hereto as Exhibit B. Each Option shall vest and be exercisable in five (5) equal annual installments. In the event of a

Change in Control, each Option shall vest and become exercisable in full. In the event that Executive's employment is terminated by the Company without Cause or by Executive for Good Reason, each Option shall vest and become exercisable as to the portion of the Option that would have vested prior to the Date of Termination and within the one (1) year period following the Date of Termination had the Executive remained continuously employed by the Company during such period determined in both cases as if the Option had vested monthly from the date of grant of the Option. The Executive acknowledges and agrees that any shares of Common Stock or other equity securities of the Parent acquired by the Executive upon exercise of such Options or otherwise shall be subject to the terms and conditions of the Stockholders Agreement.

(e)Long-Term Incentive Bonus Plan. The Company intends to adopt a long-term incentive bonus plan (the “Long-Term Incentive Bonus Plan”), pursuant to which the Executive will be eligible to earn a cash bonus in the event that the return on the Principal Stockholders' total equity investment in shares of Common Stock equals or exceeds 300% of such investment and provided that the Executive remains employed by the Company at the time the bonus pool is allocated, subject to all terms and conditions of the Long-Term Incentive Bonus Plan as it shall be adopted by the Company.

(f)Benefits. The Executive shall be eligible to participate in employee benefit plans, programs and arrangements of the Company, as in effect from time to time (including, without limitation, medical and dental insurance and a 401(k) plan).

(g)Vacation; Holidays. During the Employment Period, the Executive shall be entitled to four (4) weeks of paid vacation each full calendar year. Any vacation shall be taken at the reasonable and mutual convenience of the Company and the Executive and in accordance with Company policy. Holidays shall be provided in accordance with Company policy, as in effect from time to time.

(h)Business Expenses. During the Employment Period, the Company shall reimburse the Executive for all reasonable, documented, out-of-pocket travel and other business expenses incurred by the Executive in the performance of the Executive's duties to the Company in accordance with the Company's applicable expense reimbursement policies and procedures, as in effect from time to time.

5.Termination. The Executive's employment hereunder may be terminated by the Company or the Executive, as applicable, without any breach of this Agreement only under the following circumstances:

(a)Circumstances

(i)Death. The Executive's employment hereunder shall terminate upon the Executive's death.

(ii)Disability. If the Executive incurs a Disability, the Company may give the Executive written notice of its intention to terminate the Executive's employment. In that event, the Executive's employment with the Company shall terminate, effective on the later of the thirtieth (30^th) day after receipt of such notice by the Executive or the date specified in such notice; provided, that within the thirty (30) day period following receipt of such notice, the Executive shall not have returned to full-time performance of the Executive's duties hereunder.

(iii)Termination for Cause. The Company may terminate the Executive's employment for Cause.

(iv)Termination without Cause. The Company may terminate the Executive's employment without Cause.

(v)Resignation for Good Reason. The Executive may resign from the Executive's employment for Good Reason.

(vi)Resignation without Good Reason. The Executive may resign from the Executive's employment without Good Reason.

(b)Notice of Termination. Any termination of the Executive's employment by the Company or by the Executive under this Section 5 (other than a termination pursuant to Section 5(a)(i) above) shall be communicated by a written notice to the other party hereto (a “Notice of Termination”): (i) indicating the specific termination provision in this Agreement relied upon, (ii) except with respect to a termination pursuant to Sections 5(a)(iv) or (vi), setting forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive's employment under the provision so indicated, and (iii) specifying a Date of Termination which, if submitted by the Executive, shall be at least thirty (30) days following the date of such notice; provided, however, that a Notice of Termination delivered by the Company pursuant to Section 5(a)(ii) shall not be required to specify a Date of Termination, in which case the Date of Termination shall be determined pursuant to Section 5(a)(ii); and provided, further, that in the event that the Executive delivers a Notice of Termination to the Company, the Company may, in its sole discretion, accelerate the Date of Termination to any date that occurs following the date of Company's receipt of such Notice of Termination (even if such date is prior to the date specified in such Notice of Termination). A Notice of Termination submitted by the Company (other than a Notice of Termination under Section 5(a)(ii)) may provide for a Date of Termination on the date the Executive receives the Notice of Termination, or any date thereafter elected by the Company in its sole discretion. The failure by the Company or the Executive to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Cause or Good Reason shall not waive any right of the Company or the Executive hereunder or preclude the Company or the Executive from asserting such fact or circumstance in enforcing the Company's or the Executive's rights hereunder.

6.Company Obligations Upon Termination of Employment.

(a)In General. Upon a termination of the Executive's employment for any reason, the Executive (or the Executive's estate) shall be entitled to receive: (i) any portion of the Executive's Annual Base Salary through the Date of Termination not theretofore paid, (ii) any expenses owed to the Executive under Section 4(h), and (iii) any accrued but unused vacation pay owed to the Executive pursuant to Section 4(g), which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, programs or arrangements. Any Annual Bonus earned for any fiscal year completed prior to the Date of Termination, but unpaid prior to such date, shall be paid on or prior to March 15 of the calendar year immediately following such completed fiscal year with respect to which such Annual Bonus was earned. Any equity awards granted to the Executive, including stock options, shall continue to be governed by the terms and conditions of the applicable plans and agreements. The payments and benefits described in this Section 6 shall be the only payments and benefits payable in the event of the Executive's termination of employment for any reason.

(b)Termination by the Company without Cause or by the Executive for Good Reason. In the event of the Executive's termination of employment (1) by the Company without Cause pursuant to Section 5(a)(iv) or (2) by the Executive's resignation for Good Reason pursuant to Section 5(a)(v), the Executive shall be entitled to receive, as his exclusive right and remedy in respect of such termination, in addition to the payments and benefits described in Section 6(a) above: (A) payment of the then-current Annual Base Salary (divided into equal monthly portions) plus the then-current Target Bonus (divided into equal monthly portions), payable in accordance with the Company's regular pay schedule, for twenty four (24) months from the Date of Termination (the “Severance Payment”); (B) payment of the Pro Rata Bonus for the fiscal year in which the Date of Termination occurs, which payment shall be made at such time as the Company pays annual bonuses to its other officers; (C) payment of the Welfare Benefit Amount for twenty four (24) months from the Date of Termination, payable in accordance with the Company's regular pay schedule; and (D) reimbursement for professional outplacement services (to a maximum of $50,000) for up to one (1) year following the Date of Termination.

(c)Termination by Disability. In the event of the Executive's termination of employment by reason of the Executive's Disability pursuant to Section 5(a)(ii), the Executive shall be entitled to receive, as his

exclusive right and remedy in respect of such termination, in addition to the payments and benefits described in Section 6(a) above: (A) payment of the Pro Rata Bonus for the year in which the Date of Termination occurs, which payment shall be made at such time as the Company pays annual bonuses to its other officers; and (B) payment of the Welfare Benefit Amount for twenty four (24) months from the Date of Termination, payable in accordance with the Company's regular pay schedule.

(d)Termination by Death. In the event of the Executive's termination of employment by reason of the Executive's death pursuant to Section 5(a)(i), the Executive's heirs, executors, administrators or other legal representatives shall be entitled to receive payment of the Pro Rata Bonus for the fiscal year in which the Date of Termination occurs as their exclusive right and remedy in respect of such termination, which payment shall be made at such time as the Company pays annual bonuses to its other officers, in addition to the payments and benefits described in Section 6(a) above.

(e)Release and Payment. Notwithstanding anything herein to the contrary, no payments or benefits provided to the Executive under Section 6(b) or 6(c) above shall be paid unless, on or prior to the thirtieth (30th) day following the Date of Termination, the Executive timely executes a general waiver and release of claims agreement in the form attached hereto as Exhibit C (which release shall be delivered by the Company to the Executive within seven (7) days after the Date of Termination), and such release shall not have been revoked by the Executive prior to the expiration of the period (if any) during which any portion of such release is revocable under applicable law. As of the first date on which the Executive violates any covenant contained in Section 8, any remaining payments and benefits to be provided to the Executive under Section 6(b) or 6(c) above shall thereupon be forfeited. For purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) of the Department of Treasury Regulations), the Executive's right to receive the Severance Payment in the form of installment payments shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment shall at all times be considered a separate and distinct payment.

(f)Acceleration of Payments Under PPSU Agreement. Notwithstanding anything in this Section 6 or any other provision in this Agreement or the PPSU Agreement to the contrary, in the event of the Executive's termination of employment (1) by the Company without Cause pursuant to Section 5(a)(iv), (2) by the Executive's resignation for Good Reason pursuant to Section 5(a)(v), (3) by reason of the Executive's Disability pursuant to Section 5(a)(ii), or (4) by reason of the Executive's death pursuant to Section 5(a)(i), the Executive shall be entitled to receive any cash payments under the PPSU Agreement, whether vested or unvested, that have not yet been paid to Executive as of the Date of Termination, pursuant to the terms of the PPSU Agreement and Section 3.5(d) of the Merger Agreement.

7.Retention Bonus Payment.

(a)Subject to the vesting conditions described in Section 7(b) below, the Company shall make a lump sum cash payment to Executive (the “Retention Bonus Payment”) in the amount of $400,000 (Four Hundred Thousand Dollars).

(b)The Retention Bonus Payment shall vest on the earliest to occur of the following: (i) the twelve (12) month anniversary of the Effective Date, subject to the Executive's continued employment through such date, (ii) the Date of Termination unless the Executive's employment is terminated by the Company for Cause or by the Executive without Good Reason (excluding by reason of death or Disability, such that solely for this purpose Good Reason shall include death or Disability), or (iii) the occurrence of a Change in Control (the “Vesting Date”). The Retention Bonus Payment shall be paid to the Executive upon the Date of Termination, provided that Executive's termination of employment constitutes a “separation from service” within the meaning of Section 1.409A-1(h) of the Department of Treasury Regulations. Notwithstanding anything herein to the contrary, if the Executive's employment terminates other than by death, the Retention Bonus Payment shall not be paid unless, on or prior to the thirtieth (30th) day following the Date of Termination, the Executive timely executes a general waiver and release of claims agreement in the form attached hereto as Exhibit C (which release shall be delivered by the Company to the Executive within seven (7) days after the Date of Termination), and such release

shall not have been revoked by the Executive prior to the expiration of the period (if any) during which any portion of such release is revocable under applicable law.

(c)In the event that the Executive violates any covenant contained in Section 8 prior to payment to the Executive of the Retention Bonus Payment, the Executive shall forfeit his right to receive the Retention Bonus Payment. In the event that the Executive violates any covenant contained in Section 8 after payment to the Executive of the Deferred Cash Payment, the Executive shall repay to the Company the full amount of the Retention Bonus Payment within sixty (60) days of the first date on which the Executive violates any such covenant.

8.Restrictive Covenants.

(a)The Executive hereby agrees that the Executive shall not, at any time during the Noncompetition Restricted Period, directly or indirectly engage in, have any interest in (including, without limitation, through the investment of capital or lending of money or property), or manage, operate or otherwise render any services to, any Person (whether on his own or in association with others, as a principal, director, officer, employee, agent, representative, partner, member, security holder, consultant, advisor, independent contractor, owner, investor, participant or in any other capacity) that engages in (either directly or through any subsidiary or Affiliate thereof) any business or activity (i) relating to the Business anywhere in North America or the United Kingdom, or (ii) which the Company or any of its Affiliates has taken active steps to engage in or acquire. Notwithstanding the foregoing, the Executive shall be permitted to acquire a passive stock or equity interest in such a business; provided, that such stock or other equity interest acquired is not more than five percent (5%) of the outstanding interest in such business.

(b)The Executive hereby agrees that the Executive shall not, at any time during the Nonsolicitation Restricted Period, directly or indirectly, either for himself or on behalf of any other Person, (i) recruit or otherwise solicit or induce any employee, customer or supplier of the Company to terminate its employment or arrangement with the Company, or otherwise change its relationship with the Company, or (ii) hire, or cause to be hired, any person who was employed by the Company at any time during the twelve (12)-month period immediately prior to the Date of Termination or who thereafter becomes employed by the Company.

(c)Except as the Executive reasonably and in good faith determines to be required in the faithful performance of the Executive's duties hereunder or in accordance with Section 8(e), the Executive shall, during the Employment Period and after the Date of Termination, maintain in confidence and shall not directly or indirectly, use, disseminate, disclose or publish, for the Executive's benefit or the benefit of any other Person, any confidential or proprietary information or trade secrets of or relating to the Company, including, without limitation, information with respect to the Company's operations, processes, protocols, products, inventions, business practices, finances, principals, vendors, suppliers, customers, potential customers, marketing methods, costs, prices, contractual relationships, regulatory status, compensation paid to employees or other terms of employment (“Proprietary Information”), or deliver to any Person, any document, record, notebook, computer program or similar repository of or containing any such Proprietary Information. The Executive's obligation to maintain and not use, disseminate, disclose or publish, or use for the Executive's benefit or the benefit of any other Person, any Proprietary Information after the Date of Termination will continue so long as such Proprietary Information is not, or has not by legitimate means become, generally known and in the public domain (other than by means of the Executive's direct or indirect disclosure of such Proprietary Information) and continues to be maintained as Proprietary Information by the Company. The parties hereby stipulate and agree that as between them, the Proprietary Information identified herein is important, material and affects the successful conduct of the businesses of the Company (and any successor or assignee of the Company).

(d)Upon termination of the Executive's employment with the Company for any reason, the Executive will promptly deliver to the Company (i) all correspondence, drawings, manuals, letters, notes, notebooks, reports, programs, plans, proposals, financial documents, or any other documents that are Proprietary Information, including all physical and digital copies thereof, and (ii) all other Company property (including,

without limitation, any personal computer or wireless device and related accessories, keys, credit cards and other similar items) which is in his possession, custody or control.

(e)The Executive may respond to a lawful and valid subpoena or other legal process but shall give the Company the earliest possible notice thereof, and shall, as much in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought, and shall assist such counsel in resisting or otherwise responding to such process.

(f)The Executive agrees not to disparage the Company, any of its products or practices, or any of its directors, officers, agents, representatives, partners, members, equity holders or Affiliates, either orally or in writing, at any time; provided, that the Executive may confer in confidence with the Executive's legal representatives and make truthful statements as required by law. The Company agrees not to, and agrees to use its best efforts to cause its officers, directors, employees and spokespersons not to, disparage the Executive, either orally or in writing, at any time; provided, that the Company may confer in confidence with the Company's legal representatives and make truthful statements as required by law.

(g)Prior to accepting other employment or any other service relationship during the Noncompetition Restricted Period, the Executive shall provide a copy of this Section 8 to any recruiter who assists the Executive in obtaining other employment or any other service relationship and to any employer or other Person with which the Executive discusses potential employment or any other service relationship.

(h)In the event the terms of this Section 8 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. Any breach or violation by the Executive of the provisions of this Section 8 shall toll the running of any time periods set forth in this Section 8 for the duration of any such breach or violation.

(i)As used in this Section 8, the term “Company” shall include the Company and any parent, affiliated, related and/or direct or indirect subsidiary entity thereof.

9.Injunctive Relief; Indemnification.

(a)The Executive recognizes and acknowledges that a breach of the covenants contained in Section 8 will cause irreparable damage to the Company and its goodwill, the exact amount of which will be difficult or impossible to ascertain, and that the remedies at law for any such breach will be inadequate. Accordingly, the Executive agrees that in the event of a breach of any of the covenants contained in Section 8, in addition to any other remedy which may be available at law or in equity, the Company will be entitled to specific performance and injunctive relief.

(b)The Executive shall have the benefit of indemnification to the fullest extent permitted by applicable law with respect to the Executive's employment by the Company pursuant to the Company's indemnification policy, which indemnification shall continue after the termination of this Agreement for such period as may be necessary to continue to indemnify Executive for his acts during the Employment Period. During the Employment Period, the Executive will be named as an insured on the director and officer liability insurance policy currently maintained, or as may be maintained by the Company from time to time, at the same level of coverage applicable to active directors and officers. Additionally, if the Board determines to provide continuing director and office liability insurance coverage generally for directors and officers after termination of service to the Company (“Post-Termination Insurance Policy”), then the Executive will be named as an insured on such Post-Termination Insurance Policy in accordance with any decision made by the Board as to the duration of any such Post-Termination Insurance Policy. In addition, the Executive and the Company will enter into the form of

indemnification agreement provided to other similarly situated executive officers and directors of the Company, if the Company determines to enter into such agreements.

10.Section 409A.

(a)General. The parties hereto acknowledge and agree that, to the extent applicable, this Agreement shall be interpreted in accordance with, and incorporate the terms and conditions required by, Section 409A. Notwithstanding any provision of this Agreement to the contrary, in the event that the Company determines that any amounts payable hereunder will be immediately taxable to the Executive under Section 409A, the Company reserves the right to (without any obligation to do so or to indemnify the Executive for failure to do so) (i) adopt such amendments to this Agreement or adopt such other policies and procedures (including amendments, policies and procedures with retroactive effect) that it determines to be necessary or appropriate to preserve the intended tax treatment of the benefits provided by this Agreement, to preserve the economic benefits of this Agreement and to avoid less favorable accounting or tax consequences for the Company and/or (ii) take such other actions it determines to be necessary or appropriate to exempt the amounts payable hereunder from Section 409A or to comply with the requirements of Section 409A and thereby avoid the application of penalty taxes thereunder. Notwithstanding anything herein to the contrary, no provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from the Executive or any other individual to the Company or any of its Affiliates, employees or agents.

(b)Separation from Service under Section 409A. Notwithstanding anything herein to the contrary: (i) no termination or other similar payments and benefits hereunder shall be payable unless the Executive's termination of employment constitutes a “separation from service” within the meaning of Section 1.409A-1(h) of the Department of Treasury Regulations; (ii) if the Executive is deemed at the time of the Executive's separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of any termination or other similar payments and benefits to which the Executive may be entitled hereunder (after taking into account all exclusions applicable to such payments or benefits under Section 409A) is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of such payments and benefits shall not be provided to the Executive prior to the earlier of (x) the expiration of the six (6)-month period measured from the date of the Executive's “separation from service” with the Company (as such term is defined in the Department of Treasury Regulations issued under Section 409A) or (y) the date of the Executive's death; provided, that upon the earlier of such dates, all payments and benefits deferred pursuant to this Section 10(b) shall be paid in a lump sum to the Executive, and any remaining payments and benefits due hereunder shall be provided as otherwise specified herein; (iii) the determination of whether the Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of the Executive's separation from service shall be made by the Company in accordance with the terms of Section 409A (including, without limitation, Section 1.409A-1(i) of the Department of Treasury Regulations and any successor provision thereto); (iv) to the extent that any installment payments under this Agreement are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A, for purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) of the Department of Treasury Regulations), each such payment that the Executive may be eligible to receive under this Agreement shall be treated as a separate and distinct payment; (v) to the extent that any reimbursements or corresponding in-kind benefits provided to the Executive under this Agreement are deemed to constitute “deferred compensation” under Section 409A, such reimbursements or benefits shall be provided reasonably promptly, but in no event later than December 31 of the year following the year in which the expense was incurred, and in any event in accordance with Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations; and (vi) the amount of any such payments or expense reimbursements in one calendar year shall not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and the Executive's right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit.

11.Assignment and Successors. The Company may assign its rights and obligations under this Agreement to any entity, including any successor to all or substantially all the assets of the Company, by merger or

otherwise, and may assign or encumber this Agreement and its rights hereunder as security for indebtedness of the Company and its Affiliates. The Executive may not assign the Executive's rights or obligations under this Agreement to any individual or entity. This Agreement shall be binding upon and inure to the benefit of the Company, the Executive and their respective successors, assigns, personnel and legal representatives, executors, administrators, heirs, distributees, devisees, and legatees, as applicable.

12.Governing Law. This Agreement shall be governed, construed, interpreted and enforced in accordance with the substantive laws of the State of Delaware, without giving effect to any principles of conflicts of law, whether of the State of Delaware or any other jurisdiction, and where applicable, the laws of the United States, that would result in the application of the laws of any other jurisdiction.

13.Validity. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

14.Notices. Any notice, request, claim, demand, document and other communication hereunder to any party hereto shall be effective upon receipt (or refusal of receipt) and shall be in writing and delivered personally or sent by telex, telecopy, or certified or registered mail, postage prepaid, to the following address (or at any other address as any party hereto shall have specified by notice in writing to the other party hereto):

(a)If to the Company:

EnergySolutions, Inc.

423 West 300 South, Suite 200

Salt Lake City, Utah 84101

Attention: General Counsel

With copies to:

Energy Capital Partners II, LLC

51 John F. Kennedy Parkway, Suite 200

Short Hills, New Jersey 07078

Attention: Christopher Leininger

Facsimile: (973) 671-6101

Email: cleininger@ecpartners.com

Energy Capital Partners II, LLC

11943 El Camino Real, Suite 220

San Diego, California 92130

Attention: Christopher Leininger

Facsimile: (858) 703-4401

Email: cleininger@ecpartners.com

Latham & Watkins LLP

650 Town Center Drive, 20th Floor

Costa Mesa, CA 92626

Attention: David C. Lee

Facsimile: (714) 755-8290

Email: david.c.lee@lw.com

(b)If to the Executive, at the address set forth on the signature page hereto.

15.Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement.

16.Amendments; Waivers. This Agreement may not be modified, amended, or terminated except by an instrument in writing, signed by the Executive and a duly authorized officer of the Company and approved by the Board, which expressly identifies the amended provision of this Agreement. By an instrument in writing similarly executed and approved by the Board, the Executive or a duly authorized officer of the Company may waive compliance by the other party or parties hereto with any provision of this Agreement that such other party was or is obligated to comply with or perform; provided, however, that such waiver shall not operate as a waiver of, or estoppel with respect to, any other or subsequent failure to comply or perform. No failure to exercise and no delay in exercising any right, remedy, or power hereunder shall preclude any other or further exercise of any other right, remedy, or power provided herein or by law or in equity.

17.No Inconsistent Actions. The parties hereto shall not voluntarily undertake or fail to undertake any action or course of action inconsistent with the provisions or essential intent of this Agreement. Furthermore, it is the intent of the parties hereto to act in a fair and reasonable manner with respect to the interpretation and application of the provisions of this Agreement.

18.Construction. This Agreement shall be deemed drafted equally by both of the parties hereto. Its language shall be construed as a whole and according to its fair meaning. Any presumption or principle that the language is to be construed against any party hereto shall not apply. The headings in this Agreement are only for convenience and are not intended to affect construction or interpretation. Any references to paragraphs, subparagraphs, sections or subsections are to those parts of this Agreement, unless the context clearly indicates to the contrary. Also, unless the context clearly indicates to the contrary, (a) the plural includes the singular and the singular includes the plural; (b) “and” and “or” are each used both conjunctively and disjunctively; (c) “any,” “all,” “each,” or “every” means “any and all,” and “each and every”; (d) ”includes” and “including” are each “without limitation”; (e) “herein,” “hereof,” “hereunder” and other similar compounds of the word “here” refer to the entire Agreement and not to any particular paragraph, subparagraph, section or subsection; and (f) all pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the entities or persons referred to may require.

19.Arbitration. Any dispute or controversy based on, arising under or relating to this Agreement shall be settled exclusively by final and binding arbitration, conducted before a single neutral arbitrator in New York, New York in accordance with the Employment Arbitration Rules and Mediation Procedures of the American Arbitration Association (the “AAA”) then in effect. Arbitration may be compelled, and judgment may be entered on the arbitration award in any court having jurisdiction; provided, however, that the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Section 7, and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (a) lawyers engaged full-time in the practice of law and (b) on the AAA roster of arbitrators shall be selected as an arbitrator. Within twenty (20)

days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. Each party shall bear its own costs and attorneys' fees in connection with an arbitration; provided, that the Company shall bear the cost of the arbitrator and the AAA's administrative fees.

20.Enforcement. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective during the term of this Agreement, such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a portion of this Agreement; and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of such illegal, invalid or unenforceable provision there shall be added automatically as part of this Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

21.Withholding. The Company shall be entitled to withhold from any amounts payable under this Agreement, any federal, state, local or foreign withholding or other taxes or charges which the Company is required to withhold. The Company shall be entitled to rely on an opinion of counsel if any questions as to the amount or requirement of withholding shall arise.

22.Absence of Conflicts; Executive Acknowledgement; Confidentiality. The Executive hereby represents that from and after the Effective Date the performance of the Executive's duties hereunder will not breach any other agreement to which the Executive is a party. The Executive acknowledges that the Executive has read and understands this Agreement, is fully aware of its legal effect, has not acted in reliance upon any representations or promises made by the Company other than those contained in writing herein, and has entered into this Agreement freely based on the Executive's own judgment. The Executive agrees not to disclose the terms or existence of this Agreement to any Person unless the Company agrees to such disclosure in advance and in writing; provided, that the Executive may, without such permission, make such disclosures as are required by applicable law, including disclosures to taxing agencies, and disclose the terms of this Agreement to the Executive's attorney(s), accountant(s), tax advisor(s), and other professional service provider(s), and to members of the Executive's immediate family, as reasonably necessary; provided, further, that the Executive instructs such person(s) that the terms of this Agreement are strictly confidential and are not to be revealed to anyone else except as required by applicable law.

23.Survival. The termination of the Employment Period shall not impair the rights or obligations of any party hereto which shall have accrued prior to such termination (including, without limitation, pursuant to the provisions of Section 8 hereof).

SIGNATURE

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written.

EnergySolutions, Inc.

By: /s/ David J. Lockwood____________________

Name: David J. Lockwood

Title: Chief Executive Officer

Greg Wood

/s/ Greg Wood______________________

Residence Address:

__________________________________

__________________________________

EXHIBIT A

STOCKHOLDERS AGREEMENT OF ROCKWELL HOLDCO, INC.

EXHIBIT B

FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT OF

ROCKWELL HOLDCO, INC.

EXHIBIT C

FORM OF RELEASE AGREEMENT

In consideration of the termination benefits described herein (the “Benefits”) provided and to be provided to me by EnergySolutions, Inc., a Delaware corporation, or any successor thereof (the “Company”) pursuant to my Employment Agreement with the Company dated May __, 2013 (the “Employment Agreement”) and in connection with the termination of my employment, I agree to the following general release (the “Release”).

1.On behalf of myself, my heirs, executors, administrators, successors, and assigns, I hereby fully and forever generally release and discharge Company, its current, former and future parents, subsidiaries, affiliated companies, related entities, employee benefit plans, and their fiduciaries, predecessors, successors, officers, directors, shareholders, agents, employees and assigns (collectively, the “Company”) from any and all claims, debts, demands, accounts, judgments, rights, causes of action, equitable relief, damages, costs, charges, complaints, obligations, promises, agreements, controversies, suits, expenses, compensation, responsibility and liability of every kind and character whatsoever (including attorneys' fees and costs), whether in law or equity, known or unknown, asserted or unasserted, suspected or unsuspected, up through the date of my execution of the Release. The claims subject to this release include, but are not limited to, those relating to my employment with Company and/or any predecessor to Company, the termination of such employment and my status at any time as a holder of any securities of the Company. All such claims (including related attorneys' fees and costs) are barred without regard to whether those claims are based on any alleged breach of a duty arising in statute, contract, or tort. This expressly includes waiver and release of any rights and claims arising under any and all laws, rules, regulations, and ordinances, including, but not limited to: Title VII of the Civil Rights Act of 1964; the Older Workers Benefit Protection Act; the Americans With Disabilities Act; the Age Discrimination in Employment Act; the Fair Labor Standards Act; the National Labor Relations Act; the Family and Medical Leave Act; the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); the Workers Adjustment and Retraining Notification Act; the Equal Pay Act of 1963; the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Sarbanes-Oxley Act, as amended, and any similar law of any other state or governmental entity. This Release does not extend to, and has no effect upon, any benefits that have accrued, and to which I have become vested or otherwise entitled to, under any employee benefit plan, program or policy sponsored or maintained by the Company, or to my right to indemnification by the Company, and continued coverage by the Company's director's and officer's insurance.

2.In understanding the terms of the Release and my rights, I have been advised to consult with an attorney of my choice prior to executing the Release. I understand that nothing in the Release shall prohibit me from exercising legal rights that are, as a matter of law, not subject to waiver such as: (a) my rights under applicable workers' compensation laws; (b) my right, if any, to seek unemployment benefits; (c) my right to indemnity under any applicable state-law right to indemnity; and (d) my right to file a charge or complaint with a government agency such as but not limited to the Equal Employment Opportunity Commission, the National Labor Relations Board, the Department of Labor or other applicable state agency. Moreover, you will continue to be indemnified for your actions taken while employed by the Company to the same extent as other then-current or former directors and officers of the Company under the Company's Certificate of Incorporation and Bylaws and the Director and Officer Indemnification Agreement between you and the Company, if any, and you will continue to be covered by the Company's directors and officers liability insurance policy as in effect from time to time to the same extent as other then-current or former directors and officers of the Company, each subject to the requirements of the laws of the State of Delaware. To the fullest extent permitted by law, any dispute regarding the scope of this general release shall be resolved through binding arbitration pursuant to the arbitration provision set forth in my Employment Agreement.

3.I understand and agree that Company will not provide me with the Benefits unless I execute the Release. I also understand that I have received or will receive, regardless of the execution of the Release, all wages owed to me together with any accrued but unused vacation pay, less applicable withholdings and deductions, earned through my termination date.

4.As part of my existing and continuing obligations to Company, I have returned to Company all Company documents (and all copies thereof) and other Company property that I have had in my possession at any

time, including but not limited to Company files, notes, drawings, records, business plans and forecasts, financial information, specification, computer-recorded information, tangible property (including, but not limited to, computers, laptops, pagers, etc.), credit cards, entry cards, identification badges and keys; and any materials of any kind which contain or embody any proprietary or confidential information of Company (and all reproductions thereof). I understand that, even if I did not sign the Release, I am still bound by any and all confidential/proprietary/trade secret information, non-disclosure and inventions assignment agreement(s) signed by me in connection with my employment with Company, or with a predecessor or successor of Company pursuant to the terms of such agreement(s).

5.I represent and warrant that I am the sole owner of all claims relating to my employment with Company and/or with any predecessor of Company, and that I have not assigned or transferred any claims relating to my employment to any other person or entity.

6.I agree to keep the Benefits and the provisions of the Release confidential and not to reveal its contents to anyone except my lawyer, my spouse or other immediate family member, and/or my financial consultant, or as required by legal process or applicable law.

7.I understand and agree that the Release shall not be construed at any time as an admission of liability or wrongdoing by either Company or myself.

8.I understand that this Release includes a release of claims arising under the Age Discrimination in Employment Act. I agree that I have had at least twenty-one (21) calendar days in which to consider whether to execute the Release, no one hurried me into executing the Release during that period, and no one coerced me into executing the Release. I understand that the offer of the Benefits and the Release shall expire on the twenty-second (22^nd) calendar day after my employment termination date if I have not accepted it by that time. I further understand that Company's obligations under the Release shall not become effective or enforceable until the eighth (8^th) calendar day after the date I sign the Release provided that I have timely delivered it to Company (the “Effective Date”) and that in the seven (7) day period following the date I deliver a signed copy of the Release to Company I understand that I may revoke my acceptance of the Release. I understand that the Benefits will become available to me at such time after the Effective Date.

9.In executing the Release, I acknowledge that I have not relied upon any statement made by Company, or any of its representatives or employees, with regard to the Release unless the representation is specifically included herein. Furthermore, the Release contains our entire understanding regarding eligibility for Benefits and supersedes any or all prior representation and agreement regarding the subject matter of the Release. However, the Release does not modify, amend or supersede written Company agreements that are consistent with enforceable provisions of this Release such as my Employment Agreement, proprietary information and invention assignment agreement, and any stock, stock option and/or stock purchase agreements between Company and me. Once effective and enforceable, this agreement can only be changed by another written agreement signed by me and an authorized representative of Company.

10.Should any provision of the Release be determined by an arbitrator, court of competent jurisdiction, or government agency to be wholly or partially invalid or unenforceable, the legality, validity and enforceability of the remaining parts, terms, or provisions are intended to remain in full force and effect. Specifically, should a court, arbitrator, or agency conclude that a particular claim may not be released as a matter of law, it is the intention of the parties that the general release and the waiver of unknown claims above shall otherwise remain effective to release any and all other claims. I acknowledge that I have obtained sufficient information to intelligently exercise my own judgment regarding the terms of the Release before executing the Release.

11.The Benefits provided and to be provided to me by the Company consist of the benefits and payments in accordance with the Employment Agreement, including, but not limited to, any accrued compensation as follows: [_______________].

EMPLOYEE'S ACCEPTANCE OF RELEASE

BEFORE SIGNING MY NAME TO THE RELEASE, I STATE THE FOLLOWING: I HAVE READ THE RELEASE, I UNDERSTAND IT AND I KNOW THAT I AM GIVING UP IMPORTANT RIGHTS. I HAVE OBTAINED SUFFICIENT INFORMATION TO INTELLIGENTLY EXERCISE MY OWN JUDGMENT. I HAVE BEEN ADVISED THAT I SHOULD CONSULT WITH AN ATTORNEY BEFORE SIGNING IT, AND I HAVE SIGNED THE RELEASE KNOWINGLY AND VOLUNTARILY.

EFFECTIVE UPON EXECUTION BY EMPLOYEE AND THE COMPANY.

Date delivered to employee ___________, ______.

Executed this ___________ day of ___________, ______.

Employee Signature

Employee Name (Please Print)

Agreed and Accepted:

EnergySolutions, Inc.

___________________________

By:

Date:

EX-10.3

EXHIBIT 10.3

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”), entered into on June 13, 2013 (the “Effective Date”), is made by and between ____________ (the “Executive”) and EnergySolutions, Inc., a Delaware corporation (together with any of its subsidiaries and Affiliates as may employ the Executive from time to time, and any successor(s) thereto, the “Company”).

RECITALS

A.The Company has entered into that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of January 7, 2013, by and among the Company, Rockwell Holdco, Inc., a Delaware corporation (“Parent”), and Rockwell Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Parent (the “Merger Sub”), pursuant to which Merger Sub was merged with and into the Company as of May 24, 2013 (the “Closing Date”), with the Company continuing as the surviving corporation (the “Merger”).

B.The Company and the Executive have entered into that certain Executive Severance Agreement dated as of June 15, 2012 (the “Severance Agreement”), which agreement shall be superseded by this Agreement.

C.The Company and the Executive have entered into that certain Phantom Performance Share Unit Award Agreement, effective as of June 15, 2012 (the “PPSU Agreement”), which shall continue in effect in accordance with its terms, with payments to be made thereunder as contemplated by the PPSU Agreement and the Merger Agreement.

D.The Company desires to assure itself of the services of the Executive by engaging the Executive to perform services under the terms hereof.

E.The Executive desires to provide services to the Company on the terms herein provided.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, including the respective covenants and agreements set forth below, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.Certain Definitions.

(a) “2013 Bonus” shall have the meaning set forth in Section 4(b).

(b) “Affiliate” shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such Person where “control” shall have the meaning given such term under Rule 405 of the Securities Act of 1933, as amended from time to time.

(c) “Agreement” shall have the meaning set forth in the preamble hereto.

(d) “Annual Base Salary” shall have the meaning set forth in Section 4(a).

(e) “Annual Bonus” shall have the meaning set forth in Section 4(c).

(f) “Board” shall mean the Board of Directors of the Company.

(g) “Business” shall mean (1) the storage, transport or processing of nuclear waste, (2) back-end nuclear services, (3) nuclear plant decommissioning, or (4) wastewater treatment products or technology.

(h) “Cause” shall mean (1) a material breach by the Executive of the duties and responsibilities of the Executive or any material written policies or directives of the Company or its subsidiaries or Affiliates (other than as a result of incapacity due to physical or mental illness) which is willful, reckless or intentional; (2) the Executive's conviction of, or plea of nolo contendere to, any felony; (3) the Executive engages in a fraudulent or dishonest act that causes material damage to the property, business or reputation of the Company or its subsidiaries or Affiliates, as determined in good faith by the Board; (4) the Executive engages in habitual insobriety or the use of illegal drugs or substances; or (5) the Executive commits a material breach of the Executive's fiduciary duties to the Company or its subsidiaries or Affiliates, as determined in good faith by the Board. The Company must notify Executive of any event constituting Cause within 90 calendar days following the Company's knowledge of its existence or such event shall not constitute Cause under this Agreement; provided, however, that in all cases the Executive may cure (to the extent curable) any such event within 30 calendar days after receipt from the Company of such notice and such event shall not constitute Cause to the extent so cured.

(i) “Change in Control” shall mean a change in beneficial ownership or control of the Parent effected through a transaction or series of transactions (other than an offering of Common Stock to the general public through a registration statement filed with the Securities and Exchange Commission) whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Parent, the Principal Stockholders (as such term is defined in the Stockholders Agreement), or any of their respective Affiliates, or any employee benefit plan maintained by the Parent or any of its subsidiaries), directly or indirectly acquires (a) beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Parent possessing more than fifty percent (50%) of the total combined voting power of the Parent's securities outstanding immediately after such acquisition or (b) all or substantially all of assets of Parent or the Company, in the aggregate.

(j) “COBRA” shall mean the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

(k) “Code” shall mean the Internal Revenue Code of 1986, as amended.

(l) “Committee” shall mean the Compensation Committee of the Board, or if no such committee exists, the Board.

(m) “Common Stock” shall mean the common stock of the Parent, par value $0.01 per share.

(n) “Company” shall, except as otherwise provided in Section 7(i), have the meaning set forth in the preamble hereto.

(o) “Date of Termination” shall mean (i) if the Executive's employment is terminated due to the Executive's death, the date of the Executive's death; (ii) if the Executive's employment is terminated due to the Executive's Disability, the date determined pursuant to Section 5(a)(ii), or (iii) if the Executive's employment is terminated pursuant to Section 5(a)(iii)-(vi), either the date indicated in the Notice of Termination or the date specified by the Company pursuant to Section 5(b), whichever is earlier.

(p) “Disability” shall have that meaning set forth in Section 22(e)(3) of the Code.

(q) “Employment Period” shall mean the period of the Executive's employment by the Company.

(r) “Effective Date” shall have the meaning set forth in the preamble hereto.

(s) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

(t) “Executive” shall have the meaning set forth in the preamble hereto.

(u) “Good Reason” shall mean (1) the material diminution of any of the Executive's duties, responsibilities or authority without the Executive's prior written consent; (2) the assignment to Executive of duties materially inconsistent with the Executive's position without the Executive's prior written consent; (3) any material reduction in Executive's Annual Base Salary without the Executive's prior written consent unless all other executives who are parties to agreements similar to this Agreement also agree to a comparable reduction in their base salaries; or (4) unless agreed to in writing by the Executive, a relocation of the Executive's principal place of business to a Company facility more than 50 miles away from the Executive's principal place of business as of the date of this Agreement. The Executive must notify the Company of any event that constitutes Good Reason within 90 calendar days following the Executive's knowledge of its existence or such event shall not constitute Good Reason under this Agreement; provided, however, that in all cases the Company may cure (to the extent curable) any such event within 30 calendar days after receipt from the Executive of such notice and such event shall not constitute Good Reason to the extent so cured. Good Reason shall cease to exist with respect to an event or condition one year following the initial existence of such event or condition (but if the Executive does not claim Good Reason as a result of an event or condition within such period, the Executive will not be deemed to have waived the right to claim Good Reason upon the existence or occurrence of a subsequent (or similar) event or condition).

(v) “Initial Option” shall have the meaning set forth in Section 4(d).

(w) “Long-Term Incentive Bonus Plan” shall have the meaning set forth in Section 4(e).

(x) “Merger” shall have the meaning set forth in the recitals hereto.

(y) “Merger Agreement” shall have the meaning set forth in the recitals hereto.

(z) “Merger Sub” shall have the meaning set forth in the recitals hereto.

(aa) “Noncompetition Restricted Period” shall mean the period from the Effective Date through the one (1) year anniversary of the Date of Termination.

(ab) “Nonsolicitation Restricted Period” shall mean the period from the Effective Date through the two (2) year anniversary of the Date of Termination.

(ac) “Notice of Termination” shall have the meaning set forth in Section 5(b).

(ad) “Option” shall have the meaning set forth in Section 4(d).

(ae) “Parent” shall have the meaning set forth in the recitals hereto.

(af) “Performance Targets” shall have the meaning set forth in Section 4(b).

(ag) “Person” shall mean any individual, natural person, corporation (including any non-profit corporation), general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, company (including any company limited by shares, limited liability company or joint stock company), incorporated or unincorporated association, governmental authority, firm, society or other enterprise, organization or other entity of any nature.

(ah) “Principal Stockholders” shall have the meaning set forth in the Stockholders Agreement.

(ai) “Privately Held Company” shall mean a company that does not have a class of securities registered pursuant to Section 12(b) or 12(g) of the Exchange Act.

(aj) “Proprietary Information” shall have the meaning set forth in Section 7(c).

(ak) “Pro Rata Bonus” as to any fiscal year of the Company in which the Executive's employment with the Company is terminated, shall mean an amount equal to the product of the number of calendar days which the Executive was employed by the Company during such fiscal year, divided by 365, multiplied by the Executive's Annual Bonus, determined as if the Executive had been employed for the entire year in which the termination occurs and based upon the Company's and the Executive's actual performance for such year.

(al) “Section 409A” shall mean Section 409A of the Code and the Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date.

(am) “Severance Payment” shall have the meaning set forth in Section 6(b).

(an) “Stockholders Agreement” shall mean that certain Stockholders Agreement of Rockwell Holdco, Inc., to be entered into as of May 24, 2013, by and among the Parent, the Executive and certain other Persons, attached hereto as Exhibit A, as it may be amended from time to time.

(ao) “Supplemental Option” shall have the meaning set forth in Section 4(d).

(ap) “Welfare Benefit Amount” shall mean an amount equal to the monthly cost of maintaining medical, dental, disability and life insurance coverages for the Executive (and the Executive's spouse and eligible dependents), in each case as in effect immediately prior to the Date of Termination (under a group health insurance plan of the Company for purposes of COBRA to the extent such coverages are available via COBRA); provided, however, that the Company shall have the right to cease making payments in respect of the Welfare Benefit Amount upon or at any time following the date the Executive has commenced new employment and has thereby become eligible for comparable benefits.

2.Entire Agreement.

(a)The terms of this Agreement (together with any other agreements and instruments contemplated hereby or referred to herein) are intended by the parties hereto to be the final expression of their agreement with respect to the employment of the Executive by the Company and may not be contradicted by evidence of any prior or contemporaneous agreement (including, without limitation, any term sheet or offer letter). The parties hereto further intend that this Agreement shall constitute the complete and exclusive statement of its terms and that no extrinsic evidence whatsoever may be introduced in any judicial, administrative, or other legal proceeding to vary the terms of this Agreement.

(b)For the avoidance of doubt, this Agreement shall supersede the Severance Agreement, effective as of the Effective Date, but shall not supersede the PPSU Agreement. The Company and the Executive acknowledge that the Company's change to a Privately Held Company and any actions that result from the consummation of the Merger, shall not, for purposes of this Agreement, the Severance Agreement, the PPSU Agreement and any other agreements or arrangements that contain any similar rights or commitments, be deemed to constitute (i) a material diminution of any of the Executive's duties, responsibilities or authority, (ii) the assignment to the Executive of duties materially inconsistent with the Executive's position, or (iii) “Good Reason” as defined in such agreements or arrangements, and in no event shall this Agreement, the Severance Agreement, the PPSU Agreement or any such agreements or arrangements be interpreted otherwise.

3.Employment.

(a)In General. The Company shall employ the Executive and the Executive shall enter the employ of the Company in the position set forth in Section 3(c), and upon the other terms and conditions herein provided.

(b)Period of Employment. The Executive's of employment with the Company is not for any specified term and nothing contained in this Agreement shall confer upon the Executive any right to continue in the employ of the Company or any of its affiliates or shall interfere with or restrict in any way the right of the Company and of any of its affiliates to terminate the Executive's employment at any time, for any reason, with or without cause.

(c)Position and Duties. During the Employment Period, the Executive: (A) shall serve as _________________ of the Company, with responsibilities, duties and authority customary for such position, subject to direction by the Company's Chief Executive Officer; (B) shall report directly to the Company's Chief Executive Officer; (C) shall devote substantially all the Executive's working time and efforts to the business and affairs of the Company and its subsidiaries; (D) shall disclose to the Board the Executive's participation in any activities, including social, civic, charitable, religious, business, educational or professional associations, for which Executive receives remuneration; and (E) agrees to observe and comply with the Company's rules and policies as adopted by the Company from time to time.

4.Compensation and Related Matters.

(a)Annual Base Salary. During the Employment Period, the Executive shall receive a base salary at a rate of $600,000 per annum, which shall be paid in accordance with the customary payroll practices of the Company, subject to review by the Board in its sole discretion (the “Annual Base Salary”).

(b)2013 Annual Bonus. With respect to calendar year 2013, the Executive shall be eligible to receive an annual cash bonus in accordance with the Company's 2013 Annual Incentive Plan (the “2013 Bonus”).

(c)Annual Bonus after 2013. With respect to each fiscal year that ends during the Employment Period, commencing with fiscal year 2014, the Executive shall be eligible to receive an annual cash bonus (the “Annual Bonus”) based upon individual and Company annual performance targets (the “Performance Targets”) established by the Board in its sole discretion, with the minimum, target and maximum bonus opportunity to be established by the Board in its sole discretion, provided, that the target annual bonus shall be no less than eighty percent (80%) of the Annual Base Salary. The amount of the Annual Bonus shall be based upon the Executive's and the Company's attainment of the Performance Targets, as determined by the Board (or any authorized committee of the Board) in its sole discretion. Each such Annual Bonus shall be payable on such date as is determined by the Board in its sole discretion, but in any event on or prior to March 15 of the calendar year immediately following the fiscal year with respect to which such Annual Bonus was earned.Notwithstanding the foregoing, no bonus shall be payable with respect to any fiscal year unless the Executive remains continuously employed with the Company during the period beginning on the Effective Date and ending on the last date of such fiscal year.

(d)Stock Options. As soon as practicable following the Effective Date, the Parent shall grant the Executive a non-qualified stock option (the “Initial Option”) to purchase 4,511 shares of Common Stock (which number of shares is intended to be equal to 1.00% of the fully diluted shares of Common Stock outstanding as of the Closing Date, including, for the avoidance of doubt, the number of shares of Common Stock subject to the Initial Option and any other stock option granted to a member of the Company's senior management on, or shortly following, the Closing Date). As soon as practicable following a purchase of shares of Common Stock by any of the Principal Stockholders that occurs following the Closing Date and prior to six (6) month anniversary of the Closing Date, the Parent shall grant the Executive a non-qualified stock option (a “Supplemental Option”) to purchase a number of shares of Common Stock equal to 1.00% of the sum of the shares of Common Stock purchased by such Principal Stockholders plus the number of shares of Common Stock subject to the Supplemental Option and any other stock option granted to a member of the Company's senior management at, or shortly following, the time of such supplemental equity investment by the Principal Stockholders. The Initial Option and any Supplemental Option (each, an “Option”) shall each have an exercise price per share of Common Stock equal to the fair market value per share of Common Stock on the date of grant of such Option, pursuant to the terms and conditions of the Stock Option Plan of the Parent and a non-qualified stock option agreement substantially in the form attached hereto as Exhibit B. Each Option shall vest and be exercisable in five (5) equal annual installments. In the event of a Change in Control, each Option shall vest and become exercisable in full. In the event that Executive's employment is terminated by the Company without Cause or by Executive for Good Reason, each Option shall vest and become exercisable as to the portion of the Option that would have vested prior to the Date of Termination and within the one (1) year period following the Date of Termination had the Executive remained continuously employed by the Company during such period determined in both cases as if the Option had vested monthly from the date of grant of the Option. The Executive acknowledges and agrees that any shares of

Common Stock or other equity securities of the Parent acquired by the Executive upon exercise of such Options or otherwise shall be subject to the terms and conditions of the Stockholders Agreement.

(e)Long-Term Incentive Bonus Plan. The Company intends to adopt a long-term incentive bonus plan (the “Long-Term Incentive Bonus Plan”), pursuant to which the Executive will be eligible to earn a cash bonus in the event that the return on the Principal Stockholders' total equity investment in shares of Common Stock equals or exceeds 300% of such investment and provided that the Executive remains employed by the Company at the time the bonus pool is allocated, subject to all terms and conditions of the Long-Term Incentive Bonus Plan as it shall be adopted by the Company.

(f)Benefits. The Executive shall be eligible to participate in employee benefit plans, programs and arrangements of the Company, as in effect from time to time (including, without limitation, medical and dental insurance and a 401(k) plan).

(g)Vacation; Holidays. During the Employment Period, the Executive shall be entitled to four (4) weeks of paid vacation each full calendar year. Any vacation shall be taken at the reasonable and mutual convenience of the Company and the Executive and in accordance with Company policy. Holidays shall be provided in accordance with Company policy, as in effect from time to time.

(h)Business Expenses. During the Employment Period, the Company shall reimburse the Executive for all reasonable, documented, out-of-pocket travel and other business expenses incurred by the Executive in the performance of the Executive's duties to the Company in accordance with the Company's applicable expense reimbursement policies and procedures, as in effect from time to time.

5.Termination. The Executive's employment hereunder may be terminated by the Company or the Executive, as applicable, without any breach of this Agreement only under the following circumstances:

(a)Circumstances

(i)Death. The Executive's employment hereunder shall terminate upon the Executive's death.

(ii)Disability. If the Executive incurs a Disability, the Company may give the Executive written notice of its intention to terminate the Executive's employment. In that event, the Executive's employment with the Company shall terminate, effective on the later of the thirtieth (30^th) day after receipt of such notice by the Executive or the date specified in such notice; provided, that within the thirty (30) day period following receipt of such notice, the Executive shall not have returned to full-time performance of the Executive's duties hereunder.

(iii)Termination for Cause. The Company may terminate the Executive's employment for Cause.

(iv)Termination without Cause. The Company may terminate the Executive's employment without Cause.

(v)Resignation for Good Reason. The Executive may resign from the Executive's employment for Good Reason.

(vi)Resignation without Good Reason. The Executive may resign from the Executive's employment without Good Reason.

(b)Notice of Termination. Any termination of the Executive's employment by the Company or by the Executive under this Section 5 (other than a termination pursuant to Section 5(a)(i) above) shall be communicated

by a written notice to the other party hereto (a “Notice of Termination”): (i) indicating the specific termination provision in this Agreement relied upon, (ii) except with respect to a termination pursuant to Sections 5(a)(iv) or (vi), setting forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive's employment under the provision so indicated, and (iii) specifying a Date of Termination which, if submitted by the Executive, shall be at least thirty (30) days following the date of such notice; provided, however, that a Notice of Termination delivered by the Company pursuant to Section 5(a)(ii) shall not be required to specify a Date of Termination, in which case the Date of Termination shall be determined pursuant to Section 5(a)(ii); and provided, further, that in the event that the Executive delivers a Notice of Termination to the Company, the Company may, in its sole discretion, accelerate the Date of Termination to any date that occurs following the date of Company's receipt of such Notice of Termination (even if such date is prior to the date specified in such Notice of Termination). A Notice of Termination submitted by the Company (other than a Notice of Termination under Section 5(a)(ii)) may provide for a Date of Termination on the date the Executive receives the Notice of Termination, or any date thereafter elected by the Company in its sole discretion. The failure by the Company or the Executive to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Cause or Good Reason shall not waive any right of the Company or the Executive hereunder or preclude the Company or the Executive from asserting such fact or circumstance in enforcing the Company's or the Executive's rights hereunder.

6.Company Obligations Upon Termination of Employment.

(a)In General. Upon a termination of the Executive's employment for any reason, the Executive (or the Executive's estate) shall be entitled to receive: (i) any portion of the Executive's Annual Base Salary through the Date of Termination not theretofore paid, (ii) any expenses owed to the Executive under Section 4(h), and (iii) any accrued but unused vacation pay owed to the Executive pursuant to Section 4(g), which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, programs or arrangements. Any Annual Bonus earned for any fiscal year completed prior to the Date of Termination, but unpaid prior to such date, shall be paid on or prior to March 15 of the calendar year immediately following such completed fiscal year with respect to which such Annual Bonus was earned. Any equity awards granted to the Executive, including stock options, shall continue to be governed by the terms and conditions of the applicable plans and agreements. The payments and benefits described in this Section 6 shall be the only payments and benefits payable in the event of the Executive's termination of employment for any reason.

(b)Termination by the Company without Cause or by the Executive for Good Reason. In the event of the Executive's termination of employment (1) by the Company without Cause pursuant to Section 5(a)(iv) or (2) by the Executive's resignation for Good Reason pursuant to Section 5(a)(v), the Executive shall be entitled to receive, as his exclusive right and remedy in respect of such termination, in addition to the payments and benefits described in Section 6(a) above: (A) payment of the then-current Annual Base Salary (divided into equal monthly portions) plus the then-current Target Bonus (divided into equal monthly portions), payable in accordance with the Company's regular pay schedule, for eighteen (18) months from the Date of Termination (the “Severance Payment”); (B) payment of the Pro Rata Bonus for the fiscal year in which the Date of Termination occurs, which payment shall be made at such time as the Company pays annual bonuses to its other officers; (C) payment of the Welfare Benefit Amount for eighteen (18) months from the Date of Termination, payable in accordance with the Company's regular pay schedule; and (D) reimbursement for professional outplacement services (to a maximum of $50,000) for up to one (1) year following the Date of Termination.

(c)Termination by Disability. In the event of the Executive's termination of employment by reason of the Executive's Disability pursuant to Section 5(a)(ii), the Executive shall be entitled to receive, as his exclusive right and remedy in respect of such termination, in addition to the payments and benefits described in Section 6(a) above: (A) payment of the Pro Rata Bonus for the year in which the Date of Termination occurs, which payment shall be made at such time as the Company pays annual bonuses to its other officers; and (B) payment of the Welfare Benefit Amount for eighteen (18) months from the Date of Termination, payable in accordance with the Company's regular pay schedule.

(d)Termination by Death. In the event of the Executive's termination of employment by reason

of the Executive's death pursuant to Section 5(a)(i), the Executive's heirs, executors, administrators or other legal representatives shall be entitled to receive payment of the Pro Rata Bonus for the fiscal year in which the Date of Termination occurs as their exclusive right and remedy in respect of such termination, which payment shall be made at such time as the Company pays annual bonuses to its other officers, in addition to the payments and benefits described in Section 6(a) above.

(e)Release and Payment. Notwithstanding anything herein to the contrary, no payments or benefits provided to the Executive under Section 6(b) or 6(c) above shall be paid unless, on or prior to the thirtieth (30th) day following the Date of Termination, the Executive timely executes a general waiver and release of claims agreement in the form attached hereto as Exhibit C (which release shall be delivered by the Company to the Executive within seven (7) days after the Date of Termination), and such release shall not have been revoked by the Executive prior to the expiration of the period (if any) during which any portion of such release is revocable under applicable law. As of the first date on which the Executive violates any covenant contained in Section 7, any remaining payments and benefits to be provided to the Executive under Section 6(b) or 6(c) above shall thereupon be forfeited. For purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) of the Department of Treasury Regulations), the Executive's right to receive the Severance Payment in the form of installment payments shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment shall at all times be considered a separate and distinct payment.

(f)Acceleration of Payments Under PPSU Agreement. Notwithstanding anything in this Section 6 or any other provision in this Agreement or the PPSU Agreement to the contrary, in the event of the Executive's termination of employment (1) by the Company without Cause pursuant to Section 5(a)(iv), (2) by the Executive's resignation for Good Reason pursuant to Section 5(a)(v), (3) by reason of the Executive's Disability pursuant to Section 5(a)(ii), or (4) by reason of the Executive's death pursuant to Section 5(a)(i), the Executive shall be entitled to receive any cash payments under the PPSU Agreement, whether vested or unvested, that have not yet been paid to Executive as of the Date of Termination, pursuant to the terms of the PPSU Agreement and Section 3.5(d) of the Merger Agreement.

(g)[For Mark Morant Only: Relocation Payment. Notwithstanding anything to the contrary in this Agreement, in the event of the Executive's termination of employment (1) by the Company without Cause pursuant to Section 5(a)(iv), (2) by the Executive's resignation for Good Reason pursuant to Section 5(a)(v), (3) by reason of the Executive's death pursuant to Section 5(a)(i), or (4) by reason of the Executive's Disability pursuant to Section 5(a)(ii), the Executive (or his estate or beneficiary) shall be entitled to receive, in addition to the severance benefits set forth therein, reimbursement for the reasonable costs of relocating Executive and his immediate family members back to the United Kingdom pursuant to the Company's relocation program, should the Executive and/or his family relocate within two (2) years following the Date of Termination.]

7.Restrictive Covenants.

(a)The Executive hereby agrees that the Executive shall not, at any time during the Noncompetition Restricted Period, directly or indirectly engage in, have any interest in (including, without limitation, through the investment of capital or lending of money or property), or manage, operate or otherwise render any services to, any Person (whether on his own or in association with others, as a principal, director, officer, employee, agent, representative, partner, member, security holder, consultant, advisor, independent contractor, owner, investor, participant or in any other capacity) that engages in (either directly or through any subsidiary or Affiliate thereof) any business or activity (i) relating to the Business anywhere in North America or the United Kingdom, or (ii) which the Company or any of its Affiliates has taken active steps to engage in or acquire. Notwithstanding the foregoing, the Executive shall be permitted to acquire a passive stock or equity interest in such a business; provided, that such stock or other equity interest acquired is not more than five percent (5%) of the outstanding interest in such business.

(b)The Executive hereby agrees that the Executive shall not, at any time during the Nonsolicitation Restricted Period, directly or indirectly, either for himself or on behalf of any other Person, (i) recruit or otherwise solicit or induce any employee, customer or supplier of the Company to terminate its employment or arrangement with

the Company, or otherwise change its relationship with the Company, or (ii) hire, or cause to be hired, any person who was employed by the Company at any time during the twelve (12)-month period immediately prior to the Date of Termination or who thereafter becomes employed by the Company.

(c)Except as the Executive reasonably and in good faith determines to be required in the faithful performance of the Executive's duties hereunder or in accordance with Section 7(e), the Executive shall, during the Employment Period and after the Date of Termination, maintain in confidence and shall not directly or indirectly, use, disseminate, disclose or publish, for the Executive's benefit or the benefit of any other Person, any confidential or proprietary information or trade secrets of or relating to the Company, including, without limitation, information with respect to the Company's operations, processes, protocols, products, inventions, business practices, finances, principals, vendors, suppliers, customers, potential customers, marketing methods, costs, prices, contractual relationships, regulatory status, compensation paid to employees or other terms of employment (“Proprietary Information”), or deliver to any Person, any document, record, notebook, computer program or similar repository of or containing any such Proprietary Information. The Executive's obligation to maintain and not use, disseminate, disclose or publish, or use for the Executive's benefit or the benefit of any other Person, any Proprietary Information after the Date of Termination will continue so long as such Proprietary Information is not, or has not by legitimate means become, generally known and in the public domain (other than by means of the Executive's direct or indirect disclosure of such Proprietary Information) and continues to be maintained as Proprietary Information by the Company. The parties hereby stipulate and agree that as between them, the Proprietary Information identified herein is important, material and affects the successful conduct of the businesses of the Company (and any successor or assignee of the Company).

(d)Upon termination of the Executive's employment with the Company for any reason, the Executive will promptly deliver to the Company (i) all correspondence, drawings, manuals, letters, notes, notebooks, reports, programs, plans, proposals, financial documents, or any other documents that are Proprietary Information, including all physical and digital copies thereof, and (ii) all other Company property (including, without limitation, any personal computer or wireless device and related accessories, keys, credit cards and other similar items) which is in his possession, custody or control.

(e)The Executive may respond to a lawful and valid subpoena or other legal process but shall give the Company the earliest possible notice thereof, and shall, as much in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought, and shall assist such counsel in resisting or otherwise responding to such process.

(f)The Executive agrees not to disparage the Company, any of its products or practices, or any of its directors, officers, agents, representatives, partners, members, equity holders or Affiliates, either orally or in writing, at any time; provided, that the Executive may confer in confidence with the Executive's legal representatives and make truthful statements as required by law. The Company agrees not to, and agrees to use its best efforts to cause its officers, directors, employees and spokespersons not to, disparage the Executive, either orally or in writing, at any time; provided, that the Company may confer in confidence with the Company's legal representatives and make truthful statements as required by law.

(g)Prior to accepting other employment or any other service relationship during the Noncompetition Restricted Period, the Executive shall provide a copy of this Section 7 to any recruiter who assists the Executive in obtaining other employment or any other service relationship and to any employer or other Person with which the Executive discusses potential employment or any other service relationship.

(h)In the event the terms of this Section 7 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. Any breach or violation by the Executive of the provisions of this Section 7 shall toll the running of any time periods set forth in this Section 7 for the duration of any such breach or violation.

(i)As used in this Section 7, the term “Company” shall include the Company and any parent, affiliated, related and/or direct or indirect subsidiary entity thereof.

8.Injunctive Relief; Indemnification.

(a)The Executive recognizes and acknowledges that a breach of the covenants contained in Section 7 will cause irreparable damage to the Company and its goodwill, the exact amount of which will be difficult or impossible to ascertain, and that the remedies at law for any such breach will be inadequate. Accordingly, the Executive agrees that in the event of a breach of any of the covenants contained in Section 7, in addition to any other remedy which may be available at law or in equity, the Company will be entitled to specific performance and injunctive relief.

(b)The Executive shall have the benefit of indemnification to the fullest extent permitted by applicable law with respect to the Executive's employment by the Company pursuant to the Company's indemnification policy, which indemnification shall continue after the termination of this Agreement for such period as may be necessary to continue to indemnify Executive for his acts during the Employment Period. During the Employment Period, the Executive will be named as an insured on the director and officer liability insurance policy currently maintained, or as may be maintained by the Company from time to time, at the same level of coverage applicable to active directors and officers. Additionally, if the Board determines to provide continuing director and office liability insurance coverage generally for directors and officers after termination of service to the Company (“Post-Termination Insurance Policy”), then the Executive will be named as an insured on such Post-Termination Insurance Policy in accordance with any decision made by the Board as to the duration of any such Post-Termination Insurance Policy. In addition, the Executive and the Company will enter into the form of indemnification agreement provided to other similarly situated executive officers and directors of the Company, if the Company determines to enter into such agreements.

9.Section 409A.

(a)General. The parties hereto acknowledge and agree that, to the extent applicable, this Agreement shall be interpreted in accordance with, and incorporate the terms and conditions required by, Section 409A. Notwithstanding any provision of this Agreement to the contrary, in the event that the Company determines that any amounts payable hereunder will be immediately taxable to the Executive under Section 409A, the Company reserves the right to (without any obligation to do so or to indemnify the Executive for failure to do so) (i) adopt such amendments to this Agreement or adopt such other policies and procedures (including amendments, policies and procedures with retroactive effect) that it determines to be necessary or appropriate to preserve the intended tax treatment of the benefits provided by this Agreement, to preserve the economic benefits of this Agreement and to avoid less favorable accounting or tax consequences for the Company and/or (ii) take such other actions it determines to be necessary or appropriate to exempt the amounts payable hereunder from Section 409A or to comply with the requirements of Section 409A and thereby avoid the application of penalty taxes thereunder. Notwithstanding anything herein to the contrary, no provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from the Executive or any other individual to the Company or any of its Affiliates, employees or agents.

(b)Separation from Service under Section 409A. Notwithstanding anything herein to the contrary: (i) no termination or other similar payments and benefits hereunder shall be payable unless the Executive's termination of employment constitutes a “separation from service” within the meaning of Section 1.409A-1(h) of the Department of Treasury Regulations; (ii) if the Executive is deemed at the time of the Executive's separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of any termination or other similar payments and benefits to which the Executive may be entitled hereunder (after taking into account all exclusions applicable to such payments or benefits under Section 409A) is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of such payments and benefits shall not be provided to the Executive prior to the earlier of (x) the expiration of the six (6)-month period measured from the date of the Executive's “separation from service” with the Company

(as such term is defined in the Department of Treasury Regulations issued under Section 409A) or (y) the date of the Executive's death; provided, that upon the earlier of such dates, all payments and benefits deferred pursuant to this Section 9(b) shall be paid in a lump sum to the Executive, and any remaining payments and benefits due hereunder shall be provided as otherwise specified herein; (iii) the determination of whether the Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of the Executive's separation from service shall be made by the Company in accordance with the terms of Section 409A (including, without limitation, Section 1.409A-1(i) of the Department of Treasury Regulations and any successor provision thereto); (iv) to the extent that any installment payments under this Agreement are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A, for purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) of the Department of Treasury Regulations), each such payment that the Executive may be eligible to receive under this Agreement shall be treated as a separate and distinct payment; (v) to the extent that any reimbursements or corresponding in-kind benefits provided to the Executive under this Agreement are deemed to constitute “deferred compensation” under Section 409A, such reimbursements or benefits shall be provided reasonably promptly, but in no event later than December 31 of the year following the year in which the expense was incurred, and in any event in accordance with Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations; and (vi) the amount of any such payments or expense reimbursements in one calendar year shall not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and the Executive's right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit.

10.Assignment and Successors. The Company may assign its rights and obligations under this Agreement to any entity, including any successor to all or substantially all the assets of the Company, by merger or otherwise, and may assign or encumber this Agreement and its rights hereunder as security for indebtedness of the Company and its Affiliates. The Executive may not assign the Executive's rights or obligations under this Agreement to any individual or entity. This Agreement shall be binding upon and inure to the benefit of the Company, the Executive and their respective successors, assigns, personnel and legal representatives, executors, administrators, heirs, distributees, devisees, and legatees, as applicable.

11.Governing Law. This Agreement shall be governed, construed, interpreted and enforced in accordance with the substantive laws of the State of Delaware, without giving effect to any principles of conflicts of law, whether of the State of Delaware or any other jurisdiction, and where applicable, the laws of the United States, that would result in the application of the laws of any other jurisdiction.

12.Validity. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

13.Notices. Any notice, request, claim, demand, document and other communication hereunder to any party hereto shall be effective upon receipt (or refusal of receipt) and shall be in writing and delivered personally or sent by telex, telecopy, or certified or registered mail, postage prepaid, to the following address (or at any other address as any party hereto shall have specified by notice in writing to the other party hereto):

(a)If to the Company:

EnergySolutions, Inc.

423 West 300 South, Suite 200

Salt Lake City, Utah 84101

Attention: General Counsel

With copies to:

Energy Capital Partners II, LLC

51 John F. Kennedy Parkway, Suite 200

Short Hills, New Jersey 07078

Attention: Christopher Leininger

Facsimile: (973) 671-6101

Email: cleininger@ecpartners.com

Energy Capital Partners II, LLC

11943 El Camino Real, Suite 220

San Diego, California 92130

Attention: Christopher Leininger

Facsimile: (858) 703-4401

Email: cleininger@ecpartners.com

Latham & Watkins LLP

650 Town Center Drive, 20th Floor

Costa Mesa, CA 92626

Attention: David C. Lee

Facsimile: (714) 755-8290

Email: david.c.lee@lw.com

(b)If to the Executive, at the address set forth on the signature page hereto.

14.Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement.

15.Amendments; Waivers. This Agreement may not be modified, amended, or terminated except by an instrument in writing, signed by the Executive and a duly authorized officer of the Company and approved by the Board, which expressly identifies the amended provision of this Agreement. By an instrument in writing similarly executed and approved by the Board, the Executive or a duly authorized officer of the Company may waive compliance by the other party or parties hereto with any provision of this Agreement that such other party was or is obligated to comply with or perform; provided, however, that such waiver shall not operate as a waiver of, or estoppel with respect to, any other or subsequent failure to comply or perform. No failure to exercise and no delay in exercising any right, remedy, or power hereunder shall preclude any other or further exercise of any other right, remedy, or power provided herein or by law or in equity.

16.No Inconsistent Actions. The parties hereto shall not voluntarily undertake or fail to undertake any action or course of action inconsistent with the provisions or essential intent of this Agreement. Furthermore, it is the

intent of the parties hereto to act in a fair and reasonable manner with respect to the interpretation and application of the provisions of this Agreement.

17.Construction. This Agreement shall be deemed drafted equally by both of the parties hereto. Its language shall be construed as a whole and according to its fair meaning. Any presumption or principle that the language is to be construed against any party hereto shall not apply. The headings in this Agreement are only for convenience and are not intended to affect construction or interpretation. Any references to paragraphs, subparagraphs, sections or subsections are to those parts of this Agreement, unless the context clearly indicates to the contrary. Also, unless the context clearly indicates to the contrary, (a) the plural includes the singular and the singular includes the plural; (b) “and” and “or” are each used both conjunctively and disjunctively; (c) “any,” “all,” “each,” or “every” means “any and all,” and “each and every”; (d) ”includes” and “including” are each “without limitation”; (e) “herein,” “hereof,” “hereunder” and other similar compounds of the word “here” refer to the entire Agreement and not to any particular paragraph, subparagraph, section or subsection; and (f) all pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the entities or persons referred to may require.

18.Arbitration. Any dispute or controversy based on, arising under or relating to this Agreement shall be settled exclusively by final and binding arbitration, conducted before a single neutral arbitrator in New York, New York in accordance with the Employment Arbitration Rules and Mediation Procedures of the American Arbitration Association (the “AAA”) then in effect. Arbitration may be compelled, and judgment may be entered on the arbitration award in any court having jurisdiction; provided, however, that the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Section 7, and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (a) lawyers engaged full-time in the practice of law and (b) on the AAA roster of arbitrators shall be selected as an arbitrator. Within twenty (20) days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. Each party shall bear its own costs and attorneys' fees in connection with an arbitration; provided, that the Company shall bear the cost of the arbitrator and the AAA's administrative fees.

19.Enforcement. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective during the term of this Agreement, such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a portion of this Agreement; and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of such illegal, invalid or unenforceable provision there shall be added automatically as part of this Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

20.Withholding. The Company shall be entitled to withhold from any amounts payable under this Agreement, any federal, state, local or foreign withholding or other taxes or charges which the Company is required to withhold. The Company shall be entitled to rely on an opinion of counsel if any questions as to the amount or requirement of withholding shall arise.

21.Absence of Conflicts; Executive Acknowledgement; Confidentiality. The Executive hereby represents that from and after the Effective Date the performance of the Executive's duties hereunder will not breach any other agreement to which the Executive is a party. The Executive acknowledges that the Executive has read and understands this Agreement, is fully aware of its legal effect, has not acted in reliance upon any representations or promises made by the Company other than those contained in writing herein, and has entered into this Agreement freely based on the Executive's own judgment. The Executive agrees not to disclose the terms or existence of this Agreement to any Person unless the Company agrees to such disclosure in advance and in writing; provided, that the Executive may, without such permission, make such disclosures as are required by applicable law, including disclosures to taxing agencies, and disclose the terms of this Agreement to the Executive's attorney(s), accountant(s), tax advisor(s), and other professional service provider(s), and to members of the Executive's immediate family, as reasonably

necessary; provided, further, that the Executive instructs such person(s) that the terms of this Agreement are strictly confidential and are not to be revealed to anyone else except as required by applicable law.

22.Survival. The termination of the Employment Period shall not impair the rights or obligations of any party hereto which shall have accrued prior to such termination (including, without limitation, pursuant to the provisions of Section 7 hereof).

SIGNATURE

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written.

EnergySolutions, Inc.

By: __________________________________

Name:

Title:

[Executive]

__________________________________

Residence Address:

__________________________________

__________________________________

EXHIBIT A

STOCKHOLDERS AGREEMENT OF ROCKWELL HOLDCO, INC.

EXHIBIT B

FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT OF

ROCKWELL HOLDCO, INC.

EXHIBIT C

FORM OF RELEASE AGREEMENT

In consideration of the termination benefits described herein (the “Benefits”) provided and to be provided to me by EnergySolutions, Inc., a Delaware corporation, or any successor thereof (the “Company”) pursuant to my Employment Agreement with the Company dated May __, 2013 (the “Employment Agreement”) and in connection with the termination of my employment, I agree to the following general release (the “Release”).

1.On behalf of myself, my heirs, executors, administrators, successors, and assigns, I hereby fully and forever generally release and discharge Company, its current, former and future parents, subsidiaries, affiliated companies, related entities, employee benefit plans, and their fiduciaries, predecessors, successors, officers, directors, shareholders, agents, employees and assigns (collectively, the “Company”) from any and all claims, debts, demands, accounts, judgments, rights, causes of action, equitable relief, damages, costs, charges, complaints, obligations, promises, agreements, controversies, suits, expenses, compensation, responsibility and liability of every kind and character whatsoever (including attorneys' fees and costs), whether in law or equity, known or unknown, asserted or unasserted, suspected or unsuspected, up through the date of my execution of the Release. The claims subject to this release include, but are not limited to, those relating to my employment with Company and/or any predecessor to Company, the termination of such employment and my status at any time as a holder of any securities of the Company. All such claims (including related attorneys' fees and costs) are barred without regard to whether those claims are based on any alleged breach of a duty arising in statute, contract, or tort. This expressly includes waiver and release of any rights and claims arising under any and all laws, rules, regulations, and ordinances, including, but not limited to: Title VII of the Civil Rights Act of 1964; the Older Workers Benefit Protection Act; the Americans With Disabilities Act; the Age Discrimination in Employment Act; the Fair Labor Standards Act; the National Labor Relations Act; the Family and Medical Leave Act; the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); the Workers Adjustment and Retraining Notification Act; the Equal Pay Act of 1963; the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Sarbanes-Oxley Act, as amended, and any similar law of any other state or governmental entity. This Release does not extend to, and has no effect upon, any benefits that have accrued, and to which I have become vested or otherwise entitled to, under any employee benefit plan, program or policy sponsored or maintained by the Company, or to my right to indemnification by the Company, and continued coverage by the Company's director's and officer's insurance.

2.In understanding the terms of the Release and my rights, I have been advised to consult with an attorney of my choice prior to executing the Release. I understand that nothing in the Release shall prohibit me from exercising legal rights that are, as a matter of law, not subject to waiver such as: (a) my rights under applicable workers' compensation laws; (b) my right, if any, to seek unemployment benefits; (c) my right to indemnity under any applicable state-law right to indemnity; and (d) my right to file a charge or complaint with a government agency such as but not limited to the Equal Employment Opportunity Commission, the National Labor Relations Board, the Department of Labor or other applicable state agency. Moreover, you will continue to be indemnified for your actions taken while employed by the Company to the same extent as other then-current or former directors and officers of the Company under the Company's Certificate of Incorporation and Bylaws and the Director and Officer Indemnification Agreement between you and the Company, if any, and you will continue to be covered by the Company's directors and officers liability insurance policy as in effect from time to time to the same extent as other then-current or former directors and officers of the Company, each subject to the requirements of the laws of the State of Delaware. To the fullest extent permitted by law, any dispute regarding the scope of this general release shall be resolved through binding arbitration pursuant to the arbitration provision set forth in my Employment Agreement.

3.I understand and agree that Company will not provide me with the Benefits unless I execute the Release. I also understand that I have received or will receive, regardless of the execution of the Release, all wages owed to me together with any accrued but unused vacation pay, less applicable withholdings and deductions, earned through my termination date.

4.As part of my existing and continuing obligations to Company, I have returned to Company all Company documents (and all copies thereof) and other Company property that I have had in my possession at any time, including but not limited to Company files, notes, drawings, records, business plans and forecasts, financial information, specification, computer-recorded information, tangible property (including, but not limited to, computers, laptops, pagers, etc.), credit cards, entry cards, identification badges and keys; and any materials of any kind which contain or embody any proprietary or confidential information of Company (and all reproductions thereof). I understand that, even if I did not sign the Release, I am still bound by any and all confidential/proprietary/trade secret information, non-disclosure and inventions assignment agreement(s) signed by me in connection with my employment with Company, or with a predecessor or successor of Company pursuant to the terms of such agreement(s).

5.I represent and warrant that I am the sole owner of all claims relating to my employment with Company and/or with any predecessor of Company, and that I have not assigned or transferred any claims relating to my employment to any other person or entity.

6.I agree to keep the Benefits and the provisions of the Release confidential and not to reveal its contents to anyone except my lawyer, my spouse or other immediate family member, and/or my financial consultant, or as required by legal process or applicable law.

7.I understand and agree that the Release shall not be construed at any time as an admission of liability or wrongdoing by either Company or myself.

8.I understand that this Release includes a release of claims arising under the Age Discrimination in Employment Act. I agree that I have had at least twenty-one (21) calendar days in which to consider whether to execute the Release, no one hurried me into executing the Release during that period, and no one coerced me into executing the Release. I understand that the offer of the Benefits and the Release shall expire on the twenty-second (22^nd) calendar day after my employment termination date if I have not accepted it by that time. I further understand that Company's obligations under the Release shall not become effective or enforceable until the eighth (8^th) calendar day after the date I sign the Release provided that I have timely delivered it to Company (the “Effective Date”) and that in the seven (7) day period following the date I deliver a signed copy of the Release to Company I understand that I may revoke my acceptance of the Release. I understand that the Benefits will become available to me at such time after the Effective Date.

9.In executing the Release, I acknowledge that I have not relied upon any statement made by Company, or any of its representatives or employees, with regard to the Release unless the representation is specifically included herein. Furthermore, the Release contains our entire understanding regarding eligibility for Benefits and supersedes any or all prior representation and agreement regarding the subject matter of the Release. However, the Release does not modify, amend or supersede written Company agreements that are consistent with enforceable provisions of this Release such as my Employment Agreement, proprietary information and invention assignment agreement, and any stock, stock option and/or stock purchase agreements between Company and me. Once effective and enforceable, this agreement can only be changed by another written agreement signed by me and an authorized representative of Company.

10.Should any provision of the Release be determined by an arbitrator, court of competent jurisdiction, or government agency to be wholly or partially invalid or unenforceable, the legality, validity and enforceability of the remaining parts, terms, or provisions are intended to remain in full force and effect. Specifically, should a court, arbitrator, or agency conclude that a particular claim may not be released as a matter of law, it is the intention of the parties that the general release and the waiver of unknown claims above shall otherwise remain effective to release any and all other claims. I acknowledge that I have obtained sufficient information to intelligently exercise my own judgment regarding the terms of the Release before executing the Release.

11.The Benefits provided and to be provided to me by the Company consist of the benefits and payments in accordance with the Employment Agreement, including, but not limited to, any accrued compensation as follows: [_______________].

EMPLOYEE'S ACCEPTANCE OF RELEASE

BEFORE SIGNING MY NAME TO THE RELEASE, I STATE THE FOLLOWING: I HAVE READ THE RELEASE, I UNDERSTAND IT AND I KNOW THAT I AM GIVING UP IMPORTANT RIGHTS. I HAVE OBTAINED SUFFICIENT INFORMATION TO INTELLIGENTLY EXERCISE MY OWN JUDGMENT. I HAVE BEEN ADVISED THAT I SHOULD CONSULT WITH AN ATTORNEY BEFORE SIGNING IT, AND I HAVE SIGNED THE RELEASE KNOWINGLY AND VOLUNTARILY.

EFFECTIVE UPON EXECUTION BY EMPLOYEE AND THE COMPANY.

Date delivered to employee ___________, ______.

Executed this ___________ day of ___________, ______.

Employee Signature

Employee Name (Please Print)

Agreed and Accepted:

EnergySolutions, Inc.

___________________________

By:

Date:

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO RULE 13a-14(a)

OF THE SECURITIES EXCHANGE ACT OF 1934

1. I, David J. Lockwood, certify that:

2. I have reviewed this quarterly report on Form 10-Q for the quarter ended June 30, 2013 of EnergySolutions, Inc;

3. 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;

4. 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;

5. The registrant’s other certifying officer 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

6. The registrant’s other certifying officer 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 which 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 14, 2013

By:	/s/ DAVID J. LOCKWOOD
	David J. Lockwood,
	President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO RULE 13a-14(a)

OF THE SECURITIES EXCHANGE ACT OF 1934

I, Gregory S. Wood, certify that:

1. I have reviewed this quarterly report on Form 10-Q for the quarter ended June 30, 2013 of EnergySolutions, Inc;

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 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 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 which 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 14, 2013

By:	/s/ GREGORY S. WOOD
	Gregory S. Wood
	Executive Vice President and
	Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned officers of EnergySolutions, Inc., a Delaware corporation (the “Company”) does hereby certify that to the knowledge of the undersigned the Quarterly Report of the Company on Form 10-Q for the fiscal quarter ended June 30, 2013 fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that information contained in such Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

August 14, 2013	By:	/s/ DAVID J. LOCKWOOD
		David J. Lockwood
		President and Chief Executive Officer
August 14, 2013	By:	/s/ GREGORY S. WOOD
		Gregory S. Wood
		Executive Vice President and Chief Financial Officer

A manually signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Facility and Equipment Decontamination and Decommissioning

6 Months Ended

Jun. 30, 2013

Asset Retirement Obligation Disclosure [Abstract]

Facility and Equipment Decontamination and Decommissioning

Facility and Equipment Decontamination and Decommissioning

We recognize AROs when we have a legal obligation to perform D&D and removal activities upon retirement of an asset. The fair value of an ARO liability is recognized in the period in which it is incurred, if a reasonable estimate of fair value can be made, and is added to the carrying amount of the associated asset, which is then depreciated over the remaining useful life of the asset, in the case of all our AROs except the Zion Station ARO.

The ARO established in connection with the Zion Station project differs somewhat from our traditional AROs. The assets acquired in the Zion Station transaction have no fair value, no future useful life and are in a shut-down, non-operating state. As a result, the ARO established in connection with the Zion Station project is not accompanied by a related depreciable asset. Changes to the ARO liability due to accretion expense and changes in cost estimates are recorded in cost of revenue in our consolidated statements of operations and comprehensive income (loss). Also, since we perform most of the work related to the Zion Station ARO with internal resources, we recognized an ARO gain for the difference between our actual costs incurred and the recorded ARO which includes an element of profit. Due to the nature of this contract and the purpose of the license stewardship initiative, we have presented this gain in cost of revenue rather than as a credit to operating expense, as we would with our other AROs.

 Our ARO is based on a cost estimate for a third party to perform the D&D work. This estimate is inflated, using an inflation rate, to the expected time at which the D&D activity will occur, and then discounted back, using our credit adjusted risk free rate, to the present value. Subsequent to the initial measurement, the ARO is adjusted at the end of each period to reflect the passage of time and changes in the estimated future cash flows underlying the obligations.

Our facility and equipment D&D liabilities consist of the following (in thousands):

	June 30, 2013			December 31, 2012
Facilities and equipment ARO—Zion Station	$	479,102		$	553,302
Facilities and equipment ARO—Clive, UT	29,758			29,300
Facilities and equipment ARO—other	35,307			35,757
Total facilities and equipment ARO	544,167			618,359
Barnwell Closure	4,803			5,845
	548,970			624,204
Less: current portion	(121,986		)	(138,757		)
	$	426,984		$	485,447

The following is a rollforward of our facilities and equipment ARO liabilities (in thousands):

	June 30, 2013			December 31, 2012
Beginning Balance as of January 1	$	618,359		$	750,649
Liabilities incurred	238			187
Liabilities settled	(87,586		)	(159,776		)
Accretion expense	13,156			30,017
ARO estimate adjustments	—			(2,718		)
Ending liability	$	544,167		$	618,359

For certain of our D&D obligations, we are required to deposit cash relating to our D&D obligation in the form of a restricted cash account, a deposit in escrow, or in a trust fund. D&D deposits consist principally of: (i) funds held in trust for completion of various site clean-up projects and (ii) funds deposited in connection with landfill closure, post-closure and remediation obligations. Although we are required to provide assurance to satisfy some of our D&D obligations in the form of insurance policies, restricted cash accounts, escrows or trust funds, these assurance mechanisms do not extinguish our D&D liabilities. D&D deposits and restricted cash are included in non-current assets in the accompanying condensed consolidated balance sheets.

The following table presents a summary of the D&D cash deposits available exclusively to fund closure and post-closure obligations related to our ARO liabilities (in thousands):

	June 30, 2013		December 31, 2012
Zion Station plant—restricted cash(1)(2)	$	200,000	$	200,000
Clive, Utah facility—restricted cash(2)	97,633		85,606
Tennessee facilities—escrow account(3)	5,569		13,363
Barnwell, South Carolina facility—trust fund	4,804		5,845
Others—restricted cash	637		662

__________________________________

(1) In connection with the execution of the Exelon Agreements, and in fulfillment of NRC regulations, we secured a $200.0 million letter of credit facility to further support the D&D activities at Zion Station. This letter of credit is cash-collateralized with proceeds obtained from our senior secured credit facility.

(2) Letters of credit issued against our deposit restricted cash account are 101% cash collateralized pursuant to our senior secured credit facility.

(3) To fund our obligation to clean and remediate our Tennessee facilities and equipment, we have also purchased insurance policies.

XML

Guarantor and Non-Guarantor Financial Information (Details 2) (USD $)	6 Months Ended
	Jun. 30, 2013 subsidiary		Dec. 31, 2012	Jun. 30, 2012
Guarantor and Non-Guarantor Financial Information
Maximum number of other special purpose subsidiaries that may be established for license stewardship projects and excluded as a guarantor of senior secured credit facility	5
Assets
Total current assets	$ 683,501,000		$ 794,535,000
Property, plant and equipment, net	114,993,000		117,744,000
Goodwill	305,395,000		308,608,000	306,885,000
Intangibles, net	223,844,000		239,551,000
Restricted cash	315,692,000		316,754,000
Nuclear decommissioning trust fund	378,011,000		445,989,000
Long-term deferred costs less current portion	310,559,000		360,185,000
Investment in subsidiaries	0		0
Intercompany receivable	0		0
Other long term assets	113,058,000		72,096,000
Total assets	2,445,053,000	[1]	2,655,462,000	2,896,760,000	[1]
Liabilities and Stockholders’ Equity
Intercompany loan payable	0		0
Intercompany payable	0		0
Total current liabilities	711,439,000		644,780,000
Long-term debt, less current portion	664,653,000		798,577,000
Facility and equipment decontamination and decommissioning liabilities, current portion	426,984,000		485,447,000
Unearned revenue, less current portion	314,547,000		366,710,000
Other liabilities, net	94,346,000		59,029,000
Stockholders' equity	232,584,000		300,419,000
Net income attributable to noncontrolling interests	500,000		500,000
Total liabilities and stockholders’ equity	2,445,053,000		2,655,462,000
Energy Solutions, Inc.
Assets
Total current assets	8,583,000		6,423,000
Property, plant and equipment, net	0		0
Goodwill	0		0
Intangibles, net	0		0
Restricted cash	0		0
Nuclear decommissioning trust fund	0		0
Long-term deferred costs less current portion	0		0
Investment in subsidiaries	(81,445,000)		(9,554,000)
Intercompany receivable	306,880,000		303,550,000
Other long term assets	0		0
Total assets	234,018,000		300,419,000
Liabilities and Stockholders’ Equity
Intercompany loan payable	0		0
Intercompany payable	0		0
Total current liabilities	0		0
Long-term debt, less current portion	0		0
Facility and equipment decontamination and decommissioning liabilities, current portion	0		0
Unearned revenue, less current portion	0		0
Other liabilities, net	1,434,000		0
Stockholders' equity	232,584,000		300,419,000
Net income attributable to noncontrolling interests	0		0
Total liabilities and stockholders’ equity	234,018,000		300,419,000
EnergySolutions, LLC
Assets
Total current assets	48,230,000		128,479,000
Property, plant and equipment, net	55,491,000		60,657,000
Goodwill	29,765,000		29,765,000
Intangibles, net	157,345,000		160,198,000
Restricted cash	110,463,000		110,471,000
Nuclear decommissioning trust fund	0		0
Long-term deferred costs less current portion	0		0
Investment in subsidiaries	630,272,000		616,038,000
Intercompany receivable	0		0
Other long term assets	13,197,000		10,884,000
Total assets	1,044,763,000		1,116,492,000
Liabilities and Stockholders’ Equity
Intercompany loan payable	425,879,000		401,015,000
Intercompany payable			0
Total current liabilities	198,173,000		88,815,000
Long-term debt, less current portion	467,510,000		601,836,000
Facility and equipment decontamination and decommissioning liabilities, current portion	31,598,000		31,206,000
Unearned revenue, less current portion	0		0
Other liabilities, net	3,048,000		3,174,000
Stockholders' equity	(81,445,000)		(9,554,000)
Net income attributable to noncontrolling interests	0		0
Total liabilities and stockholders’ equity	1,044,763,000		1,116,492,000
Guarantor Subsidiaries
Assets
Total current assets	97,114,000		115,603,000
Property, plant and equipment, net	57,341,000		54,112,000
Goodwill	223,506,000		223,506,000
Intangibles, net	24,655,000		31,186,000
Restricted cash	4,826,000		5,867,000
Nuclear decommissioning trust fund	0		0
Long-term deferred costs less current portion	0		0
Investment in subsidiaries	0		0
Intercompany receivable	132,167,000		108,032,000
Other long term assets	13,371,000		16,450,000
Total assets	552,980,000		554,756,000
Liabilities and Stockholders’ Equity
Intercompany loan payable	0		0
Intercompany payable	3,959,000		1,441,000
Total current liabilities	50,192,000		67,198,000
Long-term debt, less current portion	0		0
Facility and equipment decontamination and decommissioning liabilities, current portion	38,253,000		39,358,000
Unearned revenue, less current portion	0		0
Other liabilities, net	1,060,000		1,051,000
Stockholders' equity	459,516,000		445,708,000
Net income attributable to noncontrolling interests	0		0
Total liabilities and stockholders’ equity	552,980,000		554,756,000
Non-Guarantor Subsidiaries
Assets
Total current assets	530,825,000		545,483,000
Property, plant and equipment, net	2,161,000		2,975,000
Goodwill	52,124,000		55,337,000
Intangibles, net	41,844,000		48,167,000
Restricted cash	200,403,000		200,416,000
Nuclear decommissioning trust fund	378,011,000		445,989,000
Long-term deferred costs less current portion	310,559,000		360,185,000
Investment in subsidiaries	0		0
Intercompany receivable	7,141,000		1,302,000
Other long term assets	86,490,000		44,762,000
Total assets	1,609,558,000		1,704,616,000
Liabilities and Stockholders’ Equity
Intercompany loan payable	0		0
Intercompany payable	20,309,000		11,869,000
Total current liabilities	460,366,000		488,779,000
Long-term debt, less current portion	197,143,000		196,741,000
Facility and equipment decontamination and decommissioning liabilities, current portion	357,133,000		414,883,000
Unearned revenue, less current portion	314,547,000		366,710,000
Other liabilities, net	88,804,000		54,804,000
Stockholders' equity	170,756,000		170,330,000
Net income attributable to noncontrolling interests	500,000		500,000
Total liabilities and stockholders’ equity	1,609,558,000		1,704,616,000
Eliminations
Assets
Total current assets	(1,251,000)		(1,453,000)
Property, plant and equipment, net	0		0
Goodwill	0		0
Intangibles, net	0		0
Restricted cash	0		0
Nuclear decommissioning trust fund	0		0
Long-term deferred costs less current portion	0		0
Investment in subsidiaries	(548,827,000)		(606,484,000)
Intercompany receivable	(446,188,000)		(412,884,000)
Other long term assets	0		0
Total assets	(996,266,000)		(1,020,821,000)
Liabilities and Stockholders’ Equity
Intercompany loan payable	(425,879,000)		(401,015,000)
Intercompany payable	(24,268,000)		(13,310,000)
Total current liabilities	2,708,000		(12,000)
Long-term debt, less current portion	0		0
Facility and equipment decontamination and decommissioning liabilities, current portion	0		0
Unearned revenue, less current portion	0		0
Other liabilities, net	0		0
Stockholders' equity	(548,827,000)		(606,484,000)
Net income attributable to noncontrolling interests	0		0
Total liabilities and stockholders’ equity	$ (996,266,000)		$ (1,020,821,000)

[1] Corporate unallocated assets relate primarily to income tax receivables, deferred tax assets, deferred financing costs, prepaid expenses, and property, plant and equipment that benefit the entire Company and cash.

XML

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (USD $) In Thousands, unless otherwise specified	3 Months Ended				6 Months Ended
	Jun. 30, 2013		Jun. 30, 2012		Jun. 30, 2013		Jun. 30, 2012
Revenue	$ 411,038	[1],[2]	$ 392,621	[1],[2]	$ 937,246	[1],[2]	$ 883,313	[1],[2]
Cost of revenue	(363,641)		(356,718)		(843,429)		(815,730)
Gross profit	47,397		35,903		93,817		67,583
Selling, general and administrative expenses	(69,397)		(34,220)		(101,618)		(67,882)
Equity in income (loss) of unconsolidated joint ventures	(98)		2,406		578		3,136
Income (loss) from operations	(22,098)	[2],[3]	4,089	[2],[3]	(7,223)	[2],[3]	2,837	[2],[3]
Interest expense	(18,798)		(17,495)		(37,443)		(35,186)
Other income (expense), net	(13,610)		15,443		(11,499)		33,725
Income (loss) before income taxes and noncontrolling interests	(54,506)		2,037		(56,165)		1,376
Income tax benefit (expense)	(2,726)		3,370		(9,265)		3,366
Net income (loss)	(57,232)		5,407		(65,430)		4,742
Less: Net income attributable to noncontrolling interests	2		37		0		33
Net income (loss) attributable to EnergySolutions	(57,230)		5,444		(65,430)		4,775
Other comprehensive income (loss):
Net income (loss)	(57,232)		5,407		(65,430)		4,742
Foreign currency translation adjustments, net of taxes	(266)		(4,464)		(8,953)		1,380
Change in unrecognized actuarial gain (loss)	3		(185)		(475)		(32)
Other comprehensive income (loss), net of taxes	(57,495)		758		(74,858)		6,090
Less: net income attributable to noncontrolling interests	2		37		0		33
Comprehensive income (loss) attributable to EnergySolutions	$ (57,493)		$ 795		$ (74,858)		$ 6,123

[1] We eliminate intersegment revenue in consolidation. Intersegment revenue for the three month periods ended June 30, 2013, and 2012 was $4.6 million and $5.9 million, respectively. Intersegment revenue for the six month periods ended June 30, 2013, and 2012 was $10.1 million and $13.3 million, respectively. Revenue by segment represent revenue earned based on third-party billings to customers.

[2] Results of our operations for services provided to our customers in Canada, Asia and Europe are included in our are included in our International division.

[3] For the three month period ended June 30, 2013, we recorded a $0.1 million loss from our unconsolidated joint ventures of which $0.6 million loss is attributable to our LP&D operations and $0.5 million income is attributable to the Government Group. For the three month period ended June 30, 2012, we recorded $2.4 million of income from our unconsolidated joint ventures of which $0.1 loss is attributable to LP&D operations and $2.3 million income is attributable to the Government group. For the six month period ended June 30, 2013, we recorded a $0.6 million income from our unconsolidated joint ventures of which 0.8 million loss is attributable to our LP&D operations and $1.4 million income is attributable to the Government Group. For the six month period ended June 30, 2012, we recorded $3.1 million of income from our unconsolidated joint ventures of which $54,282 loss is attributable to LP&D operations and $3.1 million income is attributable to the Government Group.

XML

Recent Accounting Pronouncements

6 Months Ended

Jun. 30, 2013

Accounting Changes and Error Corrections [Abstract]

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Accounting Pronouncements Issued

New accounting pronouncements implemented by the company during the six months ended June 30, 2013 or requiring implementation in future periods are discussed below or elsewhere in the notes, where appropriate.

In July 2013, the FASB issued guidance related to presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The guidance eliminates diversity in practice for presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is available to reduce the taxable income or tax payable that would result from disallowance of a tax position. This guidance is effective for interim and annual reporting periods beginning after December 15, 2013 and should be applied prospectively to all unrecognized tax benefits that exist at the effective date. The Company intends to adopt this guidance at the beginning of its first quarter of fiscal year 2014, and is currently evaluating the impact on its financial statements and disclosures.

In March 2013, the FASB issued guidance related to foreign currency matters. The standard update addresses the accounting for the release of cumulative translation adjustment when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a business unit or a group of assets that do not produce a profit within a foreign entity. Under such circumstances, a parent company is required to release any related currency adjustments to earnings. The currency adjustment is released into earnings only if the sale or transfer results in a complete or substantially complete liquidation of the foreign entity in question. The standard update is effective for interim and annual reporting periods beginning after December 15, 2013. We do not expect that the adoption of this guidance will have a material impact on the Company’s financial position, results of operations or cash flows.

In February 2013, the FASB issued an update to improve the transparency of reporting reclassifications out of accumulated other comprehensive income. The amendments in the update did not change the current requirements for reporting net income or other comprehensive income in financial statements. The new amendments require an organization to present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period. Additionally, for other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference other disclosures required under U.S. GAAP to provide additional detail about those amounts. The amendments are effective for reporting periods beginning after December 15, 2012. The adoption of this did not have a material impact on the Company’s financial position, results of operations or cash flows.

XML

Guarantor and Non-Guarantor Financial Information

6 Months Ended

Jun. 30, 2013

Guarantor and Non-Guarantor Financial Information

Guarantor and Non-Guarantor Financial Information

Guarantor and Non-Guarantor Financial Information

The 2018 senior notes were issued by EnergySolutions, Inc., the parent company, and EnergySolutions, LLC (together with EnergySolutions, Inc., the "Issuers"). The senior notes are jointly and severally guaranteed on a full and unconditional basis by each of the EnergySolutions, Inc.’s current and future domestic 100% owned subsidiaries that are guarantors under the senior secured credit facility, other than ZionSolutions LLC, which was established for the purpose of the Company’s license stewardship initiative, as well as up to five other special purpose subsidiaries that may be established for similar license stewardship projects, and certain other non-operating or immaterial subsidiaries.

Presented below is the condensed consolidating financial information of the issuers, our subsidiaries that are guarantors (the "Guarantor Subsidiaries"), and our subsidiaries that are not guarantors (the "Non-Guarantor Subsidiaries"). The condensed consolidating financial information reflects the investments of EnergySolutions, Inc. in the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries using the equity method of accounting.

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

For The Three Month Period ended June 30, 2013

(in thousands)

	Energy Solutions, Inc.			Energy Solutions, LLC			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Revenue	$	—		$	17,380		$	94,508		$	314,997		$	(15,847	)	$	411,038
Cost of revenue	—			(4,004		)	(76,823		)	(298,661		)	15,847			(363,641		)
Gross profit	—			13,376			17,685			16,336			—			47,397
Selling, general and administrative expenses	—			(49,483		)	(13,715		)	(6,199		)	—			(69,397		)
Equity in income of unconsolidated joint ventures	—			—			(98		)	—			—			(98		)
Operating income (loss)	—			(36,107		)	3,872			10,137			—			(22,098		)
Interest expense	—			(15,159		)	—			(3,639		)	—			(18,798		)
Income (loss) from subsidiaries	(56,228		)	(879		)	—			—			57,107			—
Other, net	—			(4,083		)	3			(9,530		)	—			(13,610		)
Income (loss) before income taxes	(56,228		)	(56,228		)	3,875			(3,032		)	57,107			(54,506		)
Provision for income taxes	(1,002		)	—			—			(1,724		)	—			(2,726		)
Net income (loss)	(57,230		)	(56,228		)	3,875			(4,756		)	57,107			(57,232		)
Less: net income attributable to noncontrolling interests	—			—			—			2			—			2
Net income (loss) attributable to EnergySolutions	$	(57,230	)	$	(56,228	)	$	3,875		$	(4,754	)	$	57,107		$	(57,230	)
Other comprehensive income (loss):
Net income (loss)	(57,230		)	(56,228		)	3,875			(4,756		)	57,107			(57,232		)
Foreign currency translation adjustments, net of taxes	—			—			—			(266		)	—			(266		)
Change in unrecognized actuarial loss	—			—			—			3			—			3
Other comprehensive income (loss)	(57,230		)	(56,228		)	3,875			(5,019		)	57,107			(57,495		)
Less: net income attributable to noncontrolling interests	—			—			—			2			—			2
Comprehensive income (loss) attributable to EnergySolutions	$	(57,230	)	$	(56,228	)	$	3,875		$	(5,017	)	$	57,107		$	(57,493	)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

For The Six Month Period ended June 30, 2013

(in thousands)

	Energy Solutions, Inc.			Energy Solutions, LLC			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Revenue	$	—		$	28,655		$	191,403		$	746,049		$	(28,861	)	$	937,246
Cost of revenue	—			(11,199		)	(156,900		)	(704,191		)	28,861			(843,429		)
Gross profit	—			17,456			34,503			41,858			—			93,817
Selling, general and administrative expenses	—			(66,975		)	(23,690		)	(10,953		)	—			(101,618		)
Equity in income of unconsolidated joint ventures	—			—			578			—			—			578
Operating income (loss)	—			(49,519		)	11,391			30,905			—			(7,223		)
Interest expense	—			(30,349		)	—			(7,094		)	—			(37,443		)
Income (loss) from subsidiaries	(62,464		)	23,893			—			—			38,571			—
Other, net	—			(6,489		)	166			(5,176		)	—			(11,499		)
Income (loss) before income taxes	(62,464		)	(62,464		)	11,557			18,635			38,571			(56,165		)
Provision for income taxes	(2,966		)	—			—			(6,299		)	—			(9,265		)
Net income (loss)	(65,430		)	(62,464		)	11,557			12,336			38,571			(65,430		)
Less: net income attributable to noncontrolling interests	—			—			—			—			—			—
Net income (loss) attributable to EnergySolutions	$	(65,430	)	$	(62,464	)	$	11,557		$	12,336		$	38,571		$	(65,430	)
Other comprehensive income (loss):
Net income (loss)	(65,430		)	(62,464		)	11,557			12,336			38,571			(65,430		)
Foreign currency translation adjustments, net of taxes	—			—			—			(8,953		)	—			(8,953		)
Change in unrecognized actuarial loss	—			—			—			(475		)	—			(475		)
Other comprehensive income (loss)	(65,430		)	(62,464		)	11,557			2,908			38,571			(74,858		)
Less: net income attributable to noncontrolling interests	—			—			—			—			—			—
Comprehensive income (loss) attributable to EnergySolutions	$	(65,430	)	$	(62,464	)	$	11,557		$	2,908		$	38,571		$	(74,858	)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

For The Three Month Period ended June 30, 2012

(in thousands)

	Energy Solutions, Inc.		Energy Solutions, LLC			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Revenue	$	—	$	13,240		$	91,682		$	292,116		$	(4,417	)	$	392,621
Cost of revenue	—		(8,757		)	(70,538		)	(281,840		)	4,417			(356,718		)
Gross profit	—		4,483			21,144			10,276			—			35,903
Selling, general and administrative expenses	—		(23,133		)	(5,950		)	(5,137		)	—			(34,220		)
Equity in income of unconsolidated joint ventures	—		—			2,406			—			—			2,406
Operating income (loss)	—		(18,650		)	17,600			5,139			—			4,089
Interest expense	—		(14,234		)	—			(3,261		)	—			(17,495		)
Income (loss) from subsidiaries	346		33,145			—			—			(33,491		)	—
Other, net	—		85			1,255			14,103			—			15,443
Income (loss) before income taxes	346		346			18,855			15,981			(33,491		)	2,037
Benefit from (provision for) income taxes	5,098		—			—			(1,728		)	—			3,370
Net income (loss)	5,444		346			18,855			14,253			(33,491		)	5,407
Less: net income attributable to noncontrolling interests	—		—			—			37			—			37
Net income (loss) attributable to EnergySolutions	$	5,444	$	346		$	18,855		$	14,290		$	(33,491	)	$	5,444
Other comprehensive income (loss):
Net income (loss)	5,444		346			18,855			14,253			(33,491		)	5,407
Foreign currency translation adjustments, net of taxes	—		(4,464		)	—			(4,464		)	4,464			(4,464		)
Change in unrecognized actuarial gain	—		(185		)	—			(185		)	185			(185		)
Other comprehensive income (loss)	5,444		(4,303		)	18,855			9,604			(28,842		)	758
Less: net income attributable to noncontrolling interests	—		—			—			37			—			37
Comprehensive income (loss) attributable to EnergySolutions	$	5,444	$	(4,303	)	$	18,855		$	9,641		$	(28,842	)	$	795

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

For The Six Month Period ended June 30, 2012

(in thousands)

	Energy Solutions, Inc.			Energy Solutions, LLC			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Revenue	$	—		$	24,795		$	187,478		$	690,208		$	(19,168	)	$	883,313
Cost of revenue	—			(17,628		)	(160,511		)	(656,759		)	19,168			(815,730		)
Gross profit	—			7,167			26,967			33,449			—			67,583
Selling, general and administrative expenses	—			(45,138		)	(13,169		)	(9,575		)	—			(67,882		)
Equity in income of unconsolidated joint ventures	—			—			3,136			—			—			3,136
Operating income (loss)	—			(37,971		)	16,934			23,874			—			2,837
Interest expense	—			(28,487		)	—			(6,699		)	—			(35,186		)
Income (loss) from subsidiaries	(5,023		)	61,260			—			—			(56,237		)	—
Other, net	—			175			1,244			32,306			—			33,725
Income (loss) before income taxes	(5,023		)	(5,023		)	18,178			49,481			(56,237		)	1,376
Benefit from (provision for) income taxes	9,798			—			—			(6,432		)	—			3,366
Net income (loss)	4,775			(5,023		)	18,178			43,049			(56,237		)	4,742
Less: net income attributable to noncontrolling interests	—			—			—			33			—			33
Net income (loss) attributable to EnergySolutions	$	4,775		$	(5,023	)	$	18,178		$	43,082		$	(56,237	)	$	4,775
Other comprehensive income (loss):
Net income (loss)	4,775			(5,023		)	18,178			43,049			(56,237		)	4,742
Foreign currency translation adjustments, net of taxes	—			1,380			—			1,380			(1,380		)	1,380
Change in unrecognized actuarial gain	—			(32		)	—			(32		)	32			(32		)
Other comprehensive income (loss)	4,775			(3,675		)	18,178			44,397			(57,585		)	6,090
Less: net income attributable to noncontrolling interests	—			—			—			33			—			33
Comprehensive income (loss) attributable to EnergySolutions	$	4,775		$	(3,675	)	$	18,178		$	44,430		$	(57,585	)	$	6,123

CONDENSED CONSOLIDATING BALANCE SHEET

As of June 30, 2013

(in thousands)

	Energy Solutions, Inc.			Energy Solutions, LLC			Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Total current assets	$	8,583		$	48,230		$	97,114	$	530,825	$	(1,251	)	$	683,501
Property, plant and equipment, net	—			55,491			57,341		2,161		—			114,993
Goodwill	—			29,765			223,506		52,124		—			305,395
Intangibles, net	—			157,345			24,655		41,844		—			223,844
Restricted cash	—			110,463			4,826		200,403		—			315,692
Nuclear decommissioning trust fund	—			—			—		378,011		—			378,011
Long-term deferred costs less current portion	—			—			—		310,559		—			310,559
Investment in subsidiaries	(81,445		)	630,272			—		—		(548,827		)	—
Intercompany receivable	306,880			—			132,167		7,141		(446,188		)	—
Other long term assets	—			13,197			13,371		86,490		—			113,058
TOTAL ASSETS	$	234,018		$	1,044,763		$	552,980	$	1,609,558	$	(996,266	)	$	2,445,053
Liabilities and Equity
Intercompany loan payable	$	—		$	425,879		$	—	$	—	$	(425,879	)	$	—
Intercompany payable	—						3,959		20,309		(24,268		)	—
Total current liabilities	—			198,173			50,192		460,366		2,708			711,439
Long-term debt, less current portion	—			467,510			—		197,143		—			664,653
Facility and equipment decontamination and decommissioning liabilities, current portion	—			31,598			38,253		357,133		—			426,984
Unearned revenue, less current portion	—			0			—		314,547		—			314,547
Other liabilities, net	1,434			3,048			1,060		88,804		—			94,346
Equity	232,584			(81,445		)	459,516		170,756		(548,827		)	232,584
Noncontrolling interests	—			—			—		500		—			500
TOTAL LIABILITIES AND EQUITY	$	234,018		$	1,044,763		$	552,980	$	1,609,558	$	(996,266	)	$	2,445,053

CONDENSED CONSOLIDATING BALANCE SHEET

As of December 31, 2012

(in thousands)

	Energy Solutions, Inc.			Energy Solutions, LLC			Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Total current assets	$	6,423		$	128,479		$	115,603	$	545,483	$	(1,453	)	$	794,535
Property, plant and equipment, net	—			60,657			54,112		2,975		—			117,744
Goodwill	—			29,765			223,506		55,337		—			308,608
Intangibles, net	—			160,198			31,186		48,167		—			239,551
Restricted cash	—			110,471			5,867		200,416		—			316,754
Nuclear decommissioning trust fund	—			—			—		445,989		—			445,989
Long-term deferred costs less current portion	—			—			—		360,185		—			360,185
Investment in subsidiaries	(9,554		)	616,038			—		—		(606,484		)	—
Intercompany receivable	303,550			—			108,032		1,302		(412,884		)	—
Other long term assets	—			10,884			16,450		44,762		—			72,096
TOTAL ASSETS	$	300,419		$	1,116,492		$	554,756	$	1,704,616	$	(1,020,821	)	$	2,655,462
Liabilities and Stockholders’ Equity
Intercompany loan payable	$	—		$	401,015		$	—	$	—	$	(401,015	)	$	—
Intercompany payable	—			—			1,441		11,869		(13,310		)	—
Total current liabilities	—			88,815			67,198		488,779		(12		)	644,780
Long-term debt, less current portion	—			601,836			—		196,741		—			798,577
Facility and equipment decontamination and decommissioning liabilities, current portion	—			31,206			39,358		414,883		—			485,447
Unearned revenue, less current portion	—			0			—		366,710		—			366,710
Other liabilities, net	—			3,174			1,051		54,804		—			59,029
Stockholders’ equity	300,419			(9,554		)	445,708		170,330		(606,484		)	300,419
Noncontrolling interests	—			—			—		500		—			500
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	300,419		$	1,116,492		$	554,756	$	1,704,616	$	(1,020,821	)	$	2,655,462

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW

For The Six Month Period ended June 30, 2013

(in thousands)

	Energy Solutions, Inc.			Energy Solutions, LLC			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Cash flow from operating activities
Net cash provided by (used in) operating activities	$	(71,639	)	$	(53,803	)	$	34,290		$	39,100		$	49,218		$	(2,834	)
Cash flow from investing activities
Purchases of property, plant and equipment	—			(618		)	(5,746		)	(61		)	—			(6,425		)
Purchase of investments in nuclear decommissioning trust fund	—			—			—			(430,211		)	—			(430,211		)
Proceeds from sales of nuclear decommissioning trust fund investments	—			—			—			432,762			—			432,762
Net cash provided by (used in) investing activities	—			(618		)	(5,746		)	2,490			—			(3,874		)
Cash flows from financing activities
Intercompany loan receivable	7,522			—			(29,973		)	—			22,451			—
Intercompany loan payable				15,526			(1,514		)	—			(14,012		)	—
Investment in subsidiary	71,891			(14,234		)	—			—			(57,657		)	—
Repayments of long term debt	—			(16,592		)	—			—			—			(16,592		)
Debt financing fess	—			(1,960		)	—			(1,200		)	—			(3,160		)
Minimum tax withholding on restricted stock awards	(432		)	—			—			—			—			(432		)
Repurchase of common stock	(7,342		)													(7,342		)
Repayments of capital lease obligations	—			(362		)	—			—			—			(362		)
Net cash provided by (used in) financing activities	71,639			(17,622		)	(31,487		)	(1,200		)	(49,218		)	(27,888		)
Effect of exchange rate on cash	—			—			—			(2,066		)	—			(2,066		)
Net increase in cash and cash equivalents	—			(72,043		)	(2,943		)	38,324			—			(36,662		)
Cash and cash equivalents, beginning of period	—			93,080			3,371			37,740			—			134,191
Cash and cash equivalents, end of period	$	—		$	21,037		$	428		$	76,064		$	—		$	97,529

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW

For The Six Month Period ended June 30, 2012

(in thousands)

	Energy Solutions, Inc.			Energy Solutions, LLC			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Cash flow from operating activities
Net cash provided by (used in) operating activities	$	(3,594	)	$	15,825		$	23,893		$	344		$	(38,464	)	$	(1,996	)
Cash flow from investing activities
Purchases of property, plant and equipment	—			(3,880		)	(4,481		)	(2,755		)	—			(11,116		)
Purchase of investments in nuclear decommissioning trust fund	—			—			—			(457,279		)	—			(457,279		)
Proceeds from sales of nuclear decommissioning trust fund investments	—			—			—			459,488			—			459,488
Proceeds from disposition of property, plant and equipment	—			—			5,195			—			—			5,195
Net cash provided by (used in) investing activities	—			(3,880		)	714			(546		)	—			(3,712		)
Cash flows from financing activities
Intercompany loan receivable	(1,337		)	44,232			(30,729		)	—			(12,166		)	—
Intercompany loan payable	—			1,337			—			—			(1,337		)	—
Investment in subsidiary	3,674			(58,499		)	—			—			54,825			—
Dividend: minority interest	—			—			—			(157		)	—			(157		)
Minimum tax withholding on restricted stock awards	(91		)	—			—			—			—			(91		)
Repayments of capital lease obligations	—			(313		)	—			—			—			(313		)
Net cash provided by (used in) financing activities	2,246			(13,243		)	(30,729		)	(157		)	41,322			(561		)
Effect of exchange rate on cash	1,348			1,348			(19		)	429			(2,772		)	334
Net increase in cash and cash equivalents	—			50			(6,141		)	70			86			(5,935		)
Cash and cash equivalents, beginning of period	—			694			—			76,519			—			77,213
Cash and cash equivalents, end of period	$	—		$	744		$	(6,141	)	$	76,589		$	86		$	71,278

XML

Equity-Based Compensation

6 Months Ended

Jun. 30, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Equity-Based Compensation

Equity-Based Compensation

On May 22, 2013, the board of directors and stockholders of Parent approved the Stock Option Plan of Rockwell Holdco, Inc. (the "Rockwell Plan"), pursuant to which stock options may be granted to the employees, consultants, non-employee directors of Parent or its subsidiaries. Under the Rockwell Plan, 36,087 shares of Parent common stock have been reserved for issuance. Any option granted under the Rockwell Plan will be subject to terms and conditions contained in a written stock option agreement, and any shares of Parent common stock received upon exercise of an option under the Rockwell Plan will be subject to Parent’s Stockholders Agreement. The board of directors of Parent administers the Rockwell Plan and may amend, suspend or terminate the Rockwell Plan at any time.

As of June 30, 2013, 34,867 options had been issued under the Rockwell Plan. Our estimates of fair value for the stock options was made using the Black‑Scholes model based upon the fair value of the stock price on the date of grant, volatility of 72.2%, risk-free interest rate of 1.39% per year and expected life of 6.5 years. We are currently using the simplified method to calculate expected holding periods, which is based on the average term of the options and the weighted‑average graded vesting period because we do not have sufficient exercise history to calculate an expected holding period. The risk-free rate is based on the U.S. Treasury rate for the expected life at the time of grant.

We recognize equity based compensation expense over the instruments' vesting periods based on the instruments' fair values on the measurement date, in SG&A expenses in the consolidated statements of operations and comprehensive income (loss). We recorded $0.4 million stock based compensation expense related to stock option grants issued for each of the three and six month periods ended June 30, 2013, respectively. As of June 30, 2013, we had $22.5 million of unrecognized compensation expense related to outstanding stock options, which will be recognized over a weighted-average period of 4.9 years.

On May 24, 2013, as a result of the completion of the Merger, a change in control occurred that resulted in immediate vesting of all outstanding share based awards. The acceleration in vesting resulted from a preexisting change in control provision included in the terms of the awards issued under the former plans. Payments to grant holders due to the change in control provision were approximately $21.0 million as of June 30, 2013.

For the six month periods ended June 30, 2013 and 2012, we recorded stock based compensation expense related to former plans of $3.5 million and $2.7 million, respectively. For the three month periods ended June 30, 2013 and 2012, we recorded equity-based compensation expense related to our former plans of $3.0 million and $2.1 million, respectively.

As of June 30, 2013 and December 31, 2012, we had recorded liabilities of $9.9 million and $2.5 million, respectively, related to phantom stock awards to be settled in cash, which are included in accrued expenses and other current liabilities in the condensed consolidated balance sheets. For the three and six month periods ended June 30, 2013, we recorded $18.2 million and $19.8 million, respectively, of compensation expense related to these awards. For the three and six month periods ended June 30, 2012, we recorded $0.2 million and $0.9 million, respectively, of compensation expense related to these awards. Compensation expense related to phantom stock awards has been fully recognized as of June 30, 2013.

XML

Income Taxes (Details) (USD $)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012	Dec. 31, 2012
Income Tax Disclosure [Abstract]
Income tax expense (benefit)	$ 2,726,000	$ (3,370,000)	$ 9,265,000	$ (3,366,000)
Effective income tax rate (as a percent)			16.50%	(238.90%)
Benefit from losses available to offset tax expense			0
Statutory federal income tax rate (as a percent)			35.00%		35.00%
Benefit recorded related to research and development tax credit			0
Income taxes payment			12,200,000	13,100,000
Gross unrecognized tax benefits	100,000		100,000		100,000
Uncertain tax positions previously recorded were reversed due to expiration of statue of limitations for certain taxable periods in the U.S.	$ 1,100,000

XML

Trust Fund Investments (Details) (USD $)					3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2013	Dec. 31, 2012	Jun. 30, 2012	Dec. 31, 2011	Jun. 30, 2013 NDT fund	Jun. 30, 2012 NDT fund	Jun. 30, 2013 NDT fund	Jun. 30, 2012 NDT fund	Dec. 31, 2012 NDT fund	Jun. 30, 2013 NDT fund Corporate debt securities	Dec. 31, 2012 NDT fund Corporate debt securities	Jun. 30, 2013 NDT fund Equity securities	Dec. 31, 2012 NDT fund Equity securities	Jun. 30, 2013 NDT fund Direct lending securities	Dec. 31, 2012 NDT fund Direct lending securities	Jun. 30, 2013 NDT fund Debt securities issued by states of the U.S.	Dec. 31, 2012 NDT fund Debt securities issued by states of the U.S.	Jun. 30, 2013 NDT fund Cash and cash equivalents	Dec. 31, 2012 NDT fund Cash and cash equivalents	Dec. 31, 2012 NDT fund Commingled funds	Jun. 30, 2013 NDT fund Debt securities issued by the U.S. Treasury and other U.S. government corporations and agencies	Dec. 31, 2012 NDT fund Debt securities issued by the U.S. Treasury and other U.S. government corporations and agencies	Jun. 30, 2013 NDT fund Estimated fair value	Dec. 31, 2012 NDT fund Estimated fair value
Assets
Cash	$ 97,529,000	$ 134,191,000	$ 71,278,000	$ 77,213,000	$ 326,000		$ 326,000
Cash, estimated fair value																							326,000
Receivables for securities sold					5,433,000		5,433,000		7,422,000														5,433,000	7,422,000
Investments
Investments, amortized cost					497,616,000		497,616,000		557,851,000	184,538,000	223,662,000	400,000	10,117,000	105,937,000	98,138,000	23,734,000	31,306,000	28,556,000	23,686,000	4,017,000	154,451,000	166,925,000
Investments, gross unrealized gains					19,882,000		19,882,000		36,460,000	7,659,000	17,940,000	25,000	4,249,000	10,344,000	6,026,000	1,407,000	3,806,000			527,000	447,000	3,912,000
Investments, gross unrealized losses					(12,572,000)		(12,572,000)		(3,237,000)	(2,597,000)	(575,000)	0	(61,000)	(2,770,000)	(1,721,000)	(122,000)					(7,083,000)	(880,000)
Investments, estimated fair value					504,926,000		504,926,000		591,074,000	189,600,000	241,027,000	425,000	14,305,000	113,511,000	102,443,000	25,019,000	35,112,000	28,556,000	23,686,000	4,544,000	147,815,000	169,957,000
Net assets held by the NDT fund, amortized cost					503,375,000		503,375,000		565,273,000
Net assets held by the NDT fund, gross unrealized gains					19,882,000		19,882,000		36,460,000
Net assets held by the NDT fund, gross unrealized losses					(12,572,000)		(12,572,000)		(3,237,000)
Net assets held by the NDT fund					510,685,000		510,685,000		598,496,000
Less: current portion	(132,674,000)	(152,507,000)			(132,674,000)		(132,674,000)		(152,507,000)
Nuclear decommissioning trust fund investments	378,011,000	445,989,000			378,011,000		378,011,000		445,989,000
Additional disclosures
Withdrawal from the NDT fund							82,200,000		158,300,000
Unrealized (losses) gains resulting from adjustments to the fair value of the NDT fund investments					(19,900,000)	900,000	(25,900,000)	6,900,000
Realized gains related to sales of investments, dividends and interest payments received from investments held by the NDT fund					$ 11,600,000	$ 14,200,000	$ 22,900,000	$ 27,700,000

XML

Joint Ventures (Tables)

6 Months Ended

Jun. 30, 2012

Equity Method Investments and Joint Ventures [Abstract]

Schedule of financial information for unconsolidated joint ventures

The table below presents unaudited financial information, for our unconsolidated joint ventures (in thousands):

	As of		As of
	June 30, 2013		December 31, 2012
Current assets	$	52,338	$	49,979
Current liabilities	27,499		25,127

	For The Three Month					For The Six Month
	Period Ended					Period Ended
	June 30,					June 30,
	2013			2012		2013		2012
Revenue	$	32,241		$	47,234	$	58,747	$	70,953
Gross profit	570			6,234		3,136		8,317
Net income	413			6,195		2,688		8,104
Net income (loss) attributable to EnergySolutions	(98		)	2,406		578		3,136

XML

Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2012

Fair Value Disclosures [Abstract]

Schedule of the NDT fund investments measured at fair value

The following table presents the NDT fund investments measured at fair value (in thousands):

	As of June 30, 2013								As of December 31, 2012
	Total Investments at Fair Value		Quoted Prices in Active Markets for Identical Assets Level 1		Significant Other Observable Inputs Level 2		Significant Unobservable Inputs Level 3		Total Investments at Fair Value		Quoted Prices in Active Markets for Identical Assets Level 1		Significant Other Observable Inputs Level 2		Significant Unobservable Inputs Level 3 (revised)
Assets
Cash	$	326	$	326	$	—	$	—	$	—	$	—	$	—	$	—
Receivables for securities sold	5,433		5,433		—		—		7,422		7,422		—		—
Investments
Cash and cash equivalents	28,556		28,556		—		—		23,686		23,686		—		—
Fixed income securities(1)	362,434		132,636		229,798		—		446,096		125,605		320,491		—
Equity securities(2)	425		425		—		—		14,305		14,305		—		—
Direct lending securities(3)	113,511		—		—		113,511		102,443		—		—		102,443
Units of participation(4)	—		—		—		—		4,544		—		4,544		—
Total investments	504,926		161,617		229,798		113,511		591,074		163,596		325,035		102,443
Net assets held by the NDT fund	$	510,685	$	167,376	$	229,798	$	113,511	$	598,496	$	171,018	$	325,035	$	102,443

_____________________________

(1) For fixed income securities, multiple prices from pricing services are obtained from pricing vendors whenever possible, which enables cross- provider validations in addition to checks for unusual daily movements. A primary price source is identified based on asset type, class or issue for each security. The trustee monitors prices supplied by pricing services and may use a supplemental price source or change the primary price source of a given security if the portfolio managers challenge an assigned price and the trustee determines that another price source is considered to be preferable. U.S. Treasury securities are categorized as Level 1 because they trade in a highly liquid and transparent market. Investments with maturities of three months or less when purchased, including certain short-term fixed income securities, are considered cash equivalents and are also categorized as Level 1. The fair values of fixed income securities, excluding U.S. Treasury securities, are based on evaluated prices that reflect observable market information, such as actual trade information or similar securities, adjusted for observable differences and are categorized in Level 2.

(2) With respect to individually held equity securities, the trustee obtains prices from pricing services, whose prices are obtained from direct feeds from market exchanges. The fair values of equity securities held directly by the trust fund are based on quoted prices in active markets and are categorized in Level 1. Equity securities held individually are primarily traded on the New York Stock Exchange and NASDAQ Global Select Market, which contain only actively traded securities due to the volume trading requirements imposed by these national securities exchanges.

(3) Direct lending securities are investments in managed funds that invest in private companies for long-term capital appreciation. The fair value of these securities is determined using either an enterprise value model or a bond valuation model. The enterprise value model develops valuation estimates based on valuations of comparable public companies, recent sales of private and public companies, discounting the forecasted cash flows of the portfolio company, estimating the liquidation or collateral value of the portfolio company or its assets, considering offers from third parties to buy the portfolio company, its historical and projected financial results, as well as other factors that may impact value. Significant judgment is required in the applications of discounts or premiums applied to the prices of comparable companies for factors such as size, marketability and relative performance. Under the bond valuation model, expected future cash flows are discounted using a discount rate. The discount rate is composed of a market based rate for similar credits in the public market and an internal credit rate based on the underlying risk of the credit. Investments in direct lending funds are categorized as Level 3 because the fair value of these securities is based largely on inputs that are unobservable and also utilize complex valuation models. Investments in direct lending securities typically cannot be redeemed until maturity of the term loan.

Management determines the value of Level 3 investments by considering third party valuations and have concluded that quantitative information about significant unobservable inputs used in valuing these investments is not reasonably available. This includes information regarding the sensitivity of the fair values to changes in the unobservable inputs. We obtain annual valuations from the fund managers and gain an understanding of the inputs and assumptions used in preparing the valuations. We also conclude on the reasonableness of the fair value of these investments. We obtain quarterly reports from the fund managers and review for consistency and reasonableness with regards to the valuations of these investments that were analyzed at the most recent year-end.

(4) Units of participation, which are similar to mutual funds, are maintained by investment companies and hold certain investments in accordance with stated fund objectives. The fair values of short-term commingled funds held within the trust funds, which generally hold short-term fixed income securities and are not subject to restrictions regarding the purchase or sale of shares, are derived from observable prices. Units of participation are categorized as Level 2 because the fair value of these securities is based primarily on observable prices of the underlying securities.

Schedule of the rollforward for Level 3 assets and liabilities measured at fair value on a recurring basis

The following table presents the rollforward for Level 3 assets and liabilities measured at fair value on a recurring basis (in thousands):

Direct Lending Securities	June 30, 2013			December 31, 2012
Beginning balance	$	102,443		$	61,998
Purchases and issuances	26,033			82,285
Sales, dispositions and settlements	(18,338		)	(39,706		)
Realized gains and losses	104			(2,940		)
Change in unrealized gains and losses	3,269			806
Ending balance	$	113,511		$	102,443

XML

Facility and Equipment Decontamination and Decommissioning (Details) (USD $)	6 Months Ended		12 Months Ended
	Jun. 30, 2013		Dec. 31, 2012
Facility and Equipment Decontamination and Decommissioning
Facility and equipment decontamination and decommissioning liabilities	$ 548,970,000		$ 624,204,000
Facility and equipment decontamination and decommissioning liabilities, current portion	(121,986,000)		(138,757,000)
Facility and equipment decontamination and decommissioning liabilities	426,984,000		485,447,000
Reconciliation of facility and equipment ARO
Beginning balance	618,359,000		750,649,000
Liabilities incurred	238,000		187,000
Liabilities settled	(87,586,000)		(159,776,000)
Accretion expense	(13,156,000)		(30,017,000)
ARO estimate adjustments	0		(2,718,000)
Ending liability	544,167,000		618,359,000
Zion Station
Reconciliation of facility and equipment ARO
Non-current restricted cash	200,000,000	[1],[2]	200,000,000	[1],[2]
Letter of credit facility to further support D&D activities	200,000,000.0
Clive, UT
Reconciliation of facility and equipment ARO
Non-current restricted cash	97,633,000	[1]	85,606,000	[1]
Percent of cash collateralized letters of credit	101.00%
Other
Reconciliation of facility and equipment ARO
Non-current restricted cash	637,000		662,000
Barnwell Closure
Reconciliation of facility and equipment ARO
Escrow account	5,569,000	[3]	13,363,000	[3]
Barnwell
Reconciliation of facility and equipment ARO
Trust fund account	4,804,000		5,845,000
Facilities and equipment ARO
Facility and Equipment Decontamination and Decommissioning
Facility and equipment decontamination and decommissioning liabilities	544,167,000		618,359,000
Facilities and equipment ARO | Zion Station
Facility and Equipment Decontamination and Decommissioning
Facility and equipment decontamination and decommissioning liabilities	479,102,000		553,302,000
Facilities and equipment ARO | Clive, UT
Facility and Equipment Decontamination and Decommissioning
Facility and equipment decontamination and decommissioning liabilities	29,758,000		29,300,000
Facilities and equipment ARO | Other
Facility and Equipment Decontamination and Decommissioning
Facility and equipment decontamination and decommissioning liabilities	35,307,000		35,757,000
Closure | Barnwell
Facility and Equipment Decontamination and Decommissioning
Facility and equipment decontamination and decommissioning liabilities	$ 4,803,000		$ 5,845,000

[1] Letters of credit issued against our deposit restricted cash account are 101% cash collateralized pursuant to our senior secured credit facility.

[2] In connection with the execution of the Exelon Agreements, and in fulfillment of NRC regulations, we secured a $200.0 million letter of credit facility to further support the D&D activities at Zion Station. This letter of credit is cash-collateralized with proceeds obtained from our senior secured credit facility.

[3] To fund our obligation to clean and remediate our Tennessee facilities and equipment, we have also purchased insurance policies.

XML

Guarantor and Non-Guarantor Financial Information (Tables)

6 Months Ended

Jun. 30, 2013

Guarantor and Non-Guarantor Financial Information

Schedule of Condensed Consolidating Statement of Operations

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

For The Three Month Period ended June 30, 2013

(in thousands)

	Energy Solutions, Inc.			Energy Solutions, LLC			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Revenue	$	—		$	17,380		$	94,508		$	314,997		$	(15,847	)	$	411,038
Cost of revenue	—			(4,004		)	(76,823		)	(298,661		)	15,847			(363,641		)
Gross profit	—			13,376			17,685			16,336			—			47,397
Selling, general and administrative expenses	—			(49,483		)	(13,715		)	(6,199		)	—			(69,397		)
Equity in income of unconsolidated joint ventures	—			—			(98		)	—			—			(98		)
Operating income (loss)	—			(36,107		)	3,872			10,137			—			(22,098		)
Interest expense	—			(15,159		)	—			(3,639		)	—			(18,798		)
Income (loss) from subsidiaries	(56,228		)	(879		)	—			—			57,107			—
Other, net	—			(4,083		)	3			(9,530		)	—			(13,610		)
Income (loss) before income taxes	(56,228		)	(56,228		)	3,875			(3,032		)	57,107			(54,506		)
Provision for income taxes	(1,002		)	—			—			(1,724		)	—			(2,726		)
Net income (loss)	(57,230		)	(56,228		)	3,875			(4,756		)	57,107			(57,232		)
Less: net income attributable to noncontrolling interests	—			—			—			2			—			2
Net income (loss) attributable to EnergySolutions	$	(57,230	)	$	(56,228	)	$	3,875		$	(4,754	)	$	57,107		$	(57,230	)
Other comprehensive income (loss):
Net income (loss)	(57,230		)	(56,228		)	3,875			(4,756		)	57,107			(57,232		)
Foreign currency translation adjustments, net of taxes	—			—			—			(266		)	—			(266		)
Change in unrecognized actuarial loss	—			—			—			3			—			3
Other comprehensive income (loss)	(57,230		)	(56,228		)	3,875			(5,019		)	57,107			(57,495		)
Less: net income attributable to noncontrolling interests	—			—			—			2			—			2
Comprehensive income (loss) attributable to EnergySolutions	$	(57,230	)	$	(56,228	)	$	3,875		$	(5,017	)	$	57,107		$	(57,493	)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

For The Six Month Period ended June 30, 2013

(in thousands)

	Energy Solutions, Inc.			Energy Solutions, LLC			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Revenue	$	—		$	28,655		$	191,403		$	746,049		$	(28,861	)	$	937,246
Cost of revenue	—			(11,199		)	(156,900		)	(704,191		)	28,861			(843,429		)
Gross profit	—			17,456			34,503			41,858			—			93,817
Selling, general and administrative expenses	—			(66,975		)	(23,690		)	(10,953		)	—			(101,618		)
Equity in income of unconsolidated joint ventures	—			—			578			—			—			578
Operating income (loss)	—			(49,519		)	11,391			30,905			—			(7,223		)
Interest expense	—			(30,349		)	—			(7,094		)	—			(37,443		)
Income (loss) from subsidiaries	(62,464		)	23,893			—			—			38,571			—
Other, net	—			(6,489		)	166			(5,176		)	—			(11,499		)
Income (loss) before income taxes	(62,464		)	(62,464		)	11,557			18,635			38,571			(56,165		)
Provision for income taxes	(2,966		)	—			—			(6,299		)	—			(9,265		)
Net income (loss)	(65,430		)	(62,464		)	11,557			12,336			38,571			(65,430		)
Less: net income attributable to noncontrolling interests	—			—			—			—			—			—
Net income (loss) attributable to EnergySolutions	$	(65,430	)	$	(62,464	)	$	11,557		$	12,336		$	38,571		$	(65,430	)
Other comprehensive income (loss):
Net income (loss)	(65,430		)	(62,464		)	11,557			12,336			38,571			(65,430		)
Foreign currency translation adjustments, net of taxes	—			—			—			(8,953		)	—			(8,953		)
Change in unrecognized actuarial loss	—			—			—			(475		)	—			(475		)
Other comprehensive income (loss)	(65,430		)	(62,464		)	11,557			2,908			38,571			(74,858		)
Less: net income attributable to noncontrolling interests	—			—			—			—			—			—
Comprehensive income (loss) attributable to EnergySolutions	$	(65,430	)	$	(62,464	)	$	11,557		$	2,908		$	38,571		$	(74,858	)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

For The Three Month Period ended June 30, 2012

(in thousands)

	Energy Solutions, Inc.		Energy Solutions, LLC			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Revenue	$	—	$	13,240		$	91,682		$	292,116		$	(4,417	)	$	392,621
Cost of revenue	—		(8,757		)	(70,538		)	(281,840		)	4,417			(356,718		)
Gross profit	—		4,483			21,144			10,276			—			35,903
Selling, general and administrative expenses	—		(23,133		)	(5,950		)	(5,137		)	—			(34,220		)
Equity in income of unconsolidated joint ventures	—		—			2,406			—			—			2,406
Operating income (loss)	—		(18,650		)	17,600			5,139			—			4,089
Interest expense	—		(14,234		)	—			(3,261		)	—			(17,495		)
Income (loss) from subsidiaries	346		33,145			—			—			(33,491		)	—
Other, net	—		85			1,255			14,103			—			15,443
Income (loss) before income taxes	346		346			18,855			15,981			(33,491		)	2,037
Benefit from (provision for) income taxes	5,098		—			—			(1,728		)	—			3,370
Net income (loss)	5,444		346			18,855			14,253			(33,491		)	5,407
Less: net income attributable to noncontrolling interests	—		—			—			37			—			37
Net income (loss) attributable to EnergySolutions	$	5,444	$	346		$	18,855		$	14,290		$	(33,491	)	$	5,444
Other comprehensive income (loss):
Net income (loss)	5,444		346			18,855			14,253			(33,491		)	5,407
Foreign currency translation adjustments, net of taxes	—		(4,464		)	—			(4,464		)	4,464			(4,464		)
Change in unrecognized actuarial gain	—		(185		)	—			(185		)	185			(185		)
Other comprehensive income (loss)	5,444		(4,303		)	18,855			9,604			(28,842		)	758
Less: net income attributable to noncontrolling interests	—		—			—			37			—			37
Comprehensive income (loss) attributable to EnergySolutions	$	5,444	$	(4,303	)	$	18,855		$	9,641		$	(28,842	)	$	795

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

For The Six Month Period ended June 30, 2012

(in thousands)

	Energy Solutions, Inc.			Energy Solutions, LLC			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Revenue	$	—		$	24,795		$	187,478		$	690,208		$	(19,168	)	$	883,313
Cost of revenue	—			(17,628		)	(160,511		)	(656,759		)	19,168			(815,730		)
Gross profit	—			7,167			26,967			33,449			—			67,583
Selling, general and administrative expenses	—			(45,138		)	(13,169		)	(9,575		)	—			(67,882		)
Equity in income of unconsolidated joint ventures	—			—			3,136			—			—			3,136
Operating income (loss)	—			(37,971		)	16,934			23,874			—			2,837
Interest expense	—			(28,487		)	—			(6,699		)	—			(35,186		)
Income (loss) from subsidiaries	(5,023		)	61,260			—			—			(56,237		)	—
Other, net	—			175			1,244			32,306			—			33,725
Income (loss) before income taxes	(5,023		)	(5,023		)	18,178			49,481			(56,237		)	1,376
Benefit from (provision for) income taxes	9,798			—			—			(6,432		)	—			3,366
Net income (loss)	4,775			(5,023		)	18,178			43,049			(56,237		)	4,742
Less: net income attributable to noncontrolling interests	—			—			—			33			—			33
Net income (loss) attributable to EnergySolutions	$	4,775		$	(5,023	)	$	18,178		$	43,082		$	(56,237	)	$	4,775
Other comprehensive income (loss):
Net income (loss)	4,775			(5,023		)	18,178			43,049			(56,237		)	4,742
Foreign currency translation adjustments, net of taxes	—			1,380			—			1,380			(1,380		)	1,380
Change in unrecognized actuarial gain	—			(32		)	—			(32		)	32			(32		)
Other comprehensive income (loss)	4,775			(3,675		)	18,178			44,397			(57,585		)	6,090
Less: net income attributable to noncontrolling interests	—			—			—			33			—			33
Comprehensive income (loss) attributable to EnergySolutions	$	4,775		$	(3,675	)	$	18,178		$	44,430		$	(57,585	)	$	6,123

Schedule of Condensed Consolidating Balance Sheet

CONDENSED CONSOLIDATING BALANCE SHEET

As of June 30, 2013

(in thousands)

	Energy Solutions, Inc.			Energy Solutions, LLC			Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Total current assets	$	8,583		$	48,230		$	97,114	$	530,825	$	(1,251	)	$	683,501
Property, plant and equipment, net	—			55,491			57,341		2,161		—			114,993
Goodwill	—			29,765			223,506		52,124		—			305,395
Intangibles, net	—			157,345			24,655		41,844		—			223,844
Restricted cash	—			110,463			4,826		200,403		—			315,692
Nuclear decommissioning trust fund	—			—			—		378,011		—			378,011
Long-term deferred costs less current portion	—			—			—		310,559		—			310,559
Investment in subsidiaries	(81,445		)	630,272			—		—		(548,827		)	—
Intercompany receivable	306,880			—			132,167		7,141		(446,188		)	—
Other long term assets	—			13,197			13,371		86,490		—			113,058
TOTAL ASSETS	$	234,018		$	1,044,763		$	552,980	$	1,609,558	$	(996,266	)	$	2,445,053
Liabilities and Equity
Intercompany loan payable	$	—		$	425,879		$	—	$	—	$	(425,879	)	$	—
Intercompany payable	—						3,959		20,309		(24,268		)	—
Total current liabilities	—			198,173			50,192		460,366		2,708			711,439
Long-term debt, less current portion	—			467,510			—		197,143		—			664,653
Facility and equipment decontamination and decommissioning liabilities, current portion	—			31,598			38,253		357,133		—			426,984
Unearned revenue, less current portion	—			0			—		314,547		—			314,547
Other liabilities, net	1,434			3,048			1,060		88,804		—			94,346
Equity	232,584			(81,445		)	459,516		170,756		(548,827		)	232,584
Noncontrolling interests	—			—			—		500		—			500
TOTAL LIABILITIES AND EQUITY	$	234,018		$	1,044,763		$	552,980	$	1,609,558	$	(996,266	)	$	2,445,053

CONDENSED CONSOLIDATING BALANCE SHEET

As of December 31, 2012

(in thousands)

	Energy Solutions, Inc.			Energy Solutions, LLC			Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Total current assets	$	6,423		$	128,479		$	115,603	$	545,483	$	(1,453	)	$	794,535
Property, plant and equipment, net	—			60,657			54,112		2,975		—			117,744
Goodwill	—			29,765			223,506		55,337		—			308,608
Intangibles, net	—			160,198			31,186		48,167		—			239,551
Restricted cash	—			110,471			5,867		200,416		—			316,754
Nuclear decommissioning trust fund	—			—			—		445,989		—			445,989
Long-term deferred costs less current portion	—			—			—		360,185		—			360,185
Investment in subsidiaries	(9,554		)	616,038			—		—		(606,484		)	—
Intercompany receivable	303,550			—			108,032		1,302		(412,884		)	—
Other long term assets	—			10,884			16,450		44,762		—			72,096
TOTAL ASSETS	$	300,419		$	1,116,492		$	554,756	$	1,704,616	$	(1,020,821	)	$	2,655,462
Liabilities and Stockholders’ Equity
Intercompany loan payable	$	—		$	401,015		$	—	$	—	$	(401,015	)	$	—
Intercompany payable	—			—			1,441		11,869		(13,310		)	—
Total current liabilities	—			88,815			67,198		488,779		(12		)	644,780
Long-term debt, less current portion	—			601,836			—		196,741		—			798,577
Facility and equipment decontamination and decommissioning liabilities, current portion	—			31,206			39,358		414,883		—			485,447
Unearned revenue, less current portion	—			0			—		366,710		—			366,710
Other liabilities, net	—			3,174			1,051		54,804		—			59,029
Stockholders’ equity	300,419			(9,554		)	445,708		170,330		(606,484		)	300,419
Noncontrolling interests	—			—			—		500		—			500
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	300,419		$	1,116,492		$	554,756	$	1,704,616	$	(1,020,821	)	$	2,655,462

Schedule of Condensed Cash Flow Statement

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW

For The Six Month Period ended June 30, 2013

(in thousands)

	Energy Solutions, Inc.			Energy Solutions, LLC			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Cash flow from operating activities
Net cash provided by (used in) operating activities	$	(71,639	)	$	(53,803	)	$	34,290		$	39,100		$	49,218		$	(2,834	)
Cash flow from investing activities
Purchases of property, plant and equipment	—			(618		)	(5,746		)	(61		)	—			(6,425		)
Purchase of investments in nuclear decommissioning trust fund	—			—			—			(430,211		)	—			(430,211		)
Proceeds from sales of nuclear decommissioning trust fund investments	—			—			—			432,762			—			432,762
Net cash provided by (used in) investing activities	—			(618		)	(5,746		)	2,490			—			(3,874		)
Cash flows from financing activities
Intercompany loan receivable	7,522			—			(29,973		)	—			22,451			—
Intercompany loan payable				15,526			(1,514		)	—			(14,012		)	—
Investment in subsidiary	71,891			(14,234		)	—			—			(57,657		)	—
Repayments of long term debt	—			(16,592		)	—			—			—			(16,592		)
Debt financing fess	—			(1,960		)	—			(1,200		)	—			(3,160		)
Minimum tax withholding on restricted stock awards	(432		)	—			—			—			—			(432		)
Repurchase of common stock	(7,342		)													(7,342		)
Repayments of capital lease obligations	—			(362		)	—			—			—			(362		)
Net cash provided by (used in) financing activities	71,639			(17,622		)	(31,487		)	(1,200		)	(49,218		)	(27,888		)
Effect of exchange rate on cash	—			—			—			(2,066		)	—			(2,066		)
Net increase in cash and cash equivalents	—			(72,043		)	(2,943		)	38,324			—			(36,662		)
Cash and cash equivalents, beginning of period	—			93,080			3,371			37,740			—			134,191
Cash and cash equivalents, end of period	$	—		$	21,037		$	428		$	76,064		$	—		$	97,529

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW

For The Six Month Period ended June 30, 2012

(in thousands)

	Energy Solutions, Inc.			Energy Solutions, LLC			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Cash flow from operating activities
Net cash provided by (used in) operating activities	$	(3,594	)	$	15,825		$	23,893		$	344		$	(38,464	)	$	(1,996	)
Cash flow from investing activities
Purchases of property, plant and equipment	—			(3,880		)	(4,481		)	(2,755		)	—			(11,116		)
Purchase of investments in nuclear decommissioning trust fund	—			—			—			(457,279		)	—			(457,279		)
Proceeds from sales of nuclear decommissioning trust fund investments	—			—			—			459,488			—			459,488
Proceeds from disposition of property, plant and equipment	—			—			5,195			—			—			5,195
Net cash provided by (used in) investing activities	—			(3,880		)	714			(546		)	—			(3,712		)
Cash flows from financing activities
Intercompany loan receivable	(1,337		)	44,232			(30,729		)	—			(12,166		)	—
Intercompany loan payable	—			1,337			—			—			(1,337		)	—
Investment in subsidiary	3,674			(58,499		)	—			—			54,825			—
Dividend: minority interest	—			—			—			(157		)	—			(157		)
Minimum tax withholding on restricted stock awards	(91		)	—			—			—			—			(91		)
Repayments of capital lease obligations	—			(313		)	—			—			—			(313		)
Net cash provided by (used in) financing activities	2,246			(13,243		)	(30,729		)	(157		)	41,322			(561		)
Effect of exchange rate on cash	1,348			1,348			(19		)	429			(2,772		)	334
Net increase in cash and cash equivalents	—			50			(6,141		)	70			86			(5,935		)
Cash and cash equivalents, beginning of period	—			694			—			76,519			—			77,213
Cash and cash equivalents, end of period	$	—		$	744		$	(6,141	)	$	76,589		$	86		$	71,278

XML

Fair Value Measurements (Details 2) (NDT fund, USD $) In Thousands, unless otherwise specified	Jun. 30, 2013		Dec. 31, 2012
Assets
Receivables for securities sold	$ 5,433		$ 7,422
Total Investments at Fair Value
Assets
Cash	326
Receivables for securities sold	5,433		7,422
Investments	504,926		591,074
Net assets held by the NDT fund	510,685		598,496
Total Investments at Fair Value | Cash and cash equivalents
Assets
Investments	28,556		23,686
Total Investments at Fair Value | Fixed income securities
Assets
Investments	362,434	[1]	446,096	[1]
Total Investments at Fair Value | Equity securities
Assets
Investments	425	[2]	14,305	[2]
Total Investments at Fair Value | Direct lending securities
Assets
Investments	113,511	[3]	102,443	[3]
Total Investments at Fair Value | Unit of participation
Assets
Investments			4,544	[4]
Quoted Prices in Active Markets for Identical Assets Level 1
Assets
Cash	326
Receivables for securities sold	5,433		7,422
Investments	161,617		163,596
Net assets held by the NDT fund	167,376		171,018
Quoted Prices in Active Markets for Identical Assets Level 1 | Cash and cash equivalents
Assets
Investments	28,556		23,686
Quoted Prices in Active Markets for Identical Assets Level 1 | Fixed income securities
Assets
Investments	132,636	[1]	125,605	[1]
Quoted Prices in Active Markets for Identical Assets Level 1 | Equity securities
Assets
Investments	425	[2]	14,305	[2]
Significant Other Observable Inputs Level 2
Assets
Investments	229,798		325,035
Net assets held by the NDT fund	229,798		325,035
Significant Other Observable Inputs Level 2 | Fixed income securities
Assets
Investments	229,798	[1]	320,491	[1]
Significant Other Observable Inputs Level 2 | Unit of participation
Assets
Investments			4,544	[4]
Significant Unobservable Inputs Level 3
Assets
Investments	113,511		102,443
Net assets held by the NDT fund	113,511		102,443
Significant Unobservable Inputs Level 3 | Direct lending securities
Assets
Investments	$ 113,511	[3]	$ 102,443	[3]

[1] For fixed income securities, multiple prices from pricing services are obtained from pricing vendors whenever possible, which enables cross- provider validations in addition to checks for unusual daily movements. A primary price source is identified based on asset type, class or issue for each security. The trustee monitors prices supplied by pricing services and may use a supplemental price source or change the primary price source of a given security if the portfolio managers challenge an assigned price and the trustee determines that another price source is considered to be preferable. U.S. Treasury securities are categorized as Level 1 because they trade in a highly liquid and transparent market. Investments with maturities of three months or less when purchased, including certain short-term fixed income securities, are considered cash equivalents and are also categorized as Level 1. The fair values of fixed income securities, excluding U.S. Treasury securities, are based on evaluated prices that reflect observable market information, such as actual trade information or similar securities, adjusted for observable differences and are categorized in Level 2.

[2] With respect to individually held equity securities, the trustee obtains prices from pricing services, whose prices are obtained from direct feeds from market exchanges. The fair values of equity securities held directly by the trust fund are based on quoted prices in active markets and are categorized in Level 1. Equity securities held individually are primarily traded on the New York Stock Exchange and NASDAQ Global Select Market, which contain only actively traded securities due to the volume trading requirements imposed by these national securities exchanges.

[3] Direct lending securities are investments in managed funds that invest in private companies for long-term capital appreciation. The fair value of these securities is determined using either an enterprise value model or a bond valuation model. The enterprise value model develops valuation estimates based on valuations of comparable public companies, recent sales of private and public companies, discounting the forecasted cash flows of the portfolio company, estimating the liquidation or collateral value of the portfolio company or its assets, considering offers from third parties to buy the portfolio company, its historical and projected financial results, as well as other factors that may impact value. Significant judgment is required in the applications of discounts or premiums applied to the prices of comparable companies for factors such as size, marketability and relative performance. Under the bond valuation model, expected future cash flows are discounted using a discount rate. The discount rate is composed of a market based rate for similar credits in the public market and an internal credit rate based on the underlying risk of the credit. Investments in direct lending funds are categorized as Level 3 because the fair value of these securities is based largely on inputs that are unobservable and also utilize complex valuation models. Investments in direct lending securities typically cannot be redeemed until maturity of the term loan.Management determines the value of Level 3 investments by considering third party valuations and have concluded that quantitative information about significant unobservable inputs used in valuing these investments is not reasonably available. This includes information regarding the sensitivity of the fair values to changes in the unobservable inputs. We obtain annual valuations from the fund managers and gain an understanding of the inputs and assumptions used in preparing the valuations. We also conclude on the reasonableness of the fair value of these investments. We obtain quarterly reports from the fund managers and review for consistency and reasonableness with regards to the valuations of these investments that were analyzed at the most recent year-end.

[4] Units of participation, which are similar to mutual funds, are maintained by investment companies and hold certain investments in accordance with stated fund objectives. The fair values of short-term commingled funds held within the trust funds, which generally hold short-term fixed income securities and are not subject to restrictions regarding the purchase or sale of shares, are derived from observable prices. Units of participation are categorized as Level 2 because the fair value of these securities is based primarily on observable prices of the underlying securities

XML

Segment Reporting and Business Concentrations (Details) (USD $)	3 Months Ended				6 Months Ended
	Jun. 30, 2013		Jun. 30, 2012		Jun. 30, 2013 group		Jun. 30, 2012		Dec. 31, 2012
Segment Reporting and Business Concentrations
Number of major operating groups					2
Revenue from external customers	$ 411,038,000	[1],[2]	$ 392,621,000	[1],[2]	$ 937,246,000	[1],[2]	$ 883,313,000	[1],[2]
Income (loss) from operations	(22,098,000)	[2],[3]	4,089,000	[2],[3]	(7,223,000)	[2],[3]	2,837,000	[2],[3]
Depreciation, amortization and accretion expense	17,549,000	[4]	18,715,000	[4]	34,949,000	[4]	37,732,000	[4]
Goodwill	305,395,000		306,885,000		305,395,000		306,885,000		308,608,000
Other long-lived assets	338,837,000	[5]	376,379,000	[5]	338,837,000	[5]	376,379,000	[5]
Purchases of property, plant and equipment	3,254,000		4,135,000		6,425,000		11,116,000
Total assets	2,445,053,000	[6]	2,896,760,000	[6]	2,445,053,000	[6]	2,896,760,000	[6]	2,655,462,000
Income (loss) from unconsolidated joint ventures	(98,000)		2,406,000		578,000		3,136,000
Government Group
Segment Reporting and Business Concentrations
Revenue from external customers	44,136,000	[1],[2]	38,383,000	[1],[2]	87,683,000	[1],[2]	80,772,000	[1],[2]
Income (loss) from operations	2,973,000	[2],[3]	7,160,000	[2],[3]	7,384,000	[2],[3]	2,790,000	[2],[3]
Depreciation, amortization and accretion expense	934,000	[4]	1,118,000	[4]	1,867,000	[4]	2,445,000	[4]
Goodwill	73,594,000		73,594,000		73,594,000		73,594,000
Other long-lived assets	14,058,000	[5]	19,127,000	[5]	14,058,000	[5]	19,127,000	[5]
Purchases of property, plant and equipment	43,000		0		43,000		2,000
Total assets	150,741,000	[6]	168,427,000	[6]	150,741,000	[6]	168,427,000	[6]
Income (loss) from unconsolidated joint ventures	500,000		2,300,000		1,400,000		3,100,000
CS
Segment Reporting and Business Concentrations
Revenue from external customers	43,172,000	[1],[2]	39,522,000	[1],[2]	84,084,000	[1],[2]	80,479,000	[1],[2]
Income (loss) from operations	3,892,000	[2],[3]	1,798,000	[2],[3]	6,055,000	[2],[3]	2,704,000	[2],[3]
Depreciation, amortization and accretion expense	6,939,000	[4]	7,936,000	[4]	13,879,000	[4]	15,837,000	[4]
Goodwill	90,129,000		90,129,000		90,129,000		90,129,000
Other long-lived assets	16,954,000	[5]	23,980,000	[5]	16,954,000	[5]	23,980,000	[5]
Purchases of property, plant and equipment	110,000		1,302,000		169,000		3,939,000
Total assets	1,262,480,000	[6]	1,511,568,000	[6]	1,262,480,000	[6]	1,511,568,000	[6]
LP&D
Segment Reporting and Business Concentrations
Revenue from external customers	56,533,000	[1],[2]	48,972,000	[1],[2]	99,947,000	[1],[2]	93,361,000	[1],[2]
Income (loss) from operations	17,912,000	[2],[3]	9,249,000	[2],[3]	24,884,000	[2],[3]	11,802,000	[2],[3]
Depreciation, amortization and accretion expense	6,570,000	[4]	6,368,000	[4]	13,066,000	[4]	13,003,000	[4]
Goodwill	89,548,000		89,548,000		89,548,000		89,548,000
Other long-lived assets	259,274,000	[5]	264,888,000	[5]	259,274,000	[5]	264,888,000	[5]
Purchases of property, plant and equipment	3,055,000		1,898,000		5,906,000		5,460,000
Total assets	509,259,000	[6]	547,699,000	[6]	509,259,000	[6]	547,699,000	[6]
Income (loss) from unconsolidated joint ventures	(600,000)		(100,000)		(800,000)		(54,282)
International
Segment Reporting and Business Concentrations
Revenue from external customers	267,197,000	[1],[2]	265,744,000	[1],[2]	665,532,000	[1],[2]	628,701,000	[1],[2]
Income (loss) from operations	2,189,000	[2],[3]	7,341,000	[2],[3]	22,977,000	[2],[3]	26,288,000	[2],[3]
Depreciation, amortization and accretion expense	1,971,000	[4]	1,980,000	[4]	3,957,000	[4]	3,854,000	[4]
Goodwill	52,124,000		53,614,000		52,124,000		53,614,000
Other long-lived assets	42,500,000	[5]	52,083,000	[5]	42,500,000	[5]	52,083,000	[5]
Purchases of property, plant and equipment	26,000		288,000		26,000		761,000
Total assets	463,601,000	[6]	578,269,000	[6]	463,601,000	[6]	578,269,000	[6]
Corporate Unallocated Items
Segment Reporting and Business Concentrations
Revenue from external customers	0	[1],[2]	0	[1],[2]	0	[1],[2]	0	[1],[2]
Income (loss) from operations	(49,064,000)	[2],[3]	(21,459,000)	[2],[3]	(68,523,000)	[2],[3]	(40,747,000)	[2],[3]
Depreciation, amortization and accretion expense	1,135,000	[4]	1,313,000	[4]	2,180,000	[4]	2,593,000	[4]
Goodwill	0		0		0		0
Other long-lived assets	6,051,000	[5]	16,301,000	[5]	6,051,000	[5]	16,301,000	[5]
Purchases of property, plant and equipment	20,000		647,000		281,000		954,000
Total assets	58,972,000	[6]	90,797,000	[6]	58,972,000	[6]	90,797,000	[6]
Intersegment Eliminations
Segment Reporting and Business Concentrations
Revenue from external customers	4,600,000		5,900,000		10,100,000		13,300,000
Cost of Revenue [Member]
Segment Reporting and Business Concentrations
Depreciation, amortization and accretion expense	12,300,000		13,100,000		24,400,000		26,600,000
Selling, General and Administrative Expenses [Member]
Segment Reporting and Business Concentrations
Depreciation, amortization and accretion expense	$ 5,200,000		$ 5,600,000		$ 10,500,000		$ 11,100,000

[1] We eliminate intersegment revenue in consolidation. Intersegment revenue for the three month periods ended June 30, 2013, and 2012 was $4.6 million and $5.9 million, respectively. Intersegment revenue for the six month periods ended June 30, 2013, and 2012 was $10.1 million and $13.3 million, respectively. Revenue by segment represent revenue earned based on third-party billings to customers.

[2] Results of our operations for services provided to our customers in Canada, Asia and Europe are included in our are included in our International division.

[3] For the three month period ended June 30, 2013, we recorded a $0.1 million loss from our unconsolidated joint ventures of which $0.6 million loss is attributable to our LP&D operations and $0.5 million income is attributable to the Government Group. For the three month period ended June 30, 2012, we recorded $2.4 million of income from our unconsolidated joint ventures of which $0.1 loss is attributable to LP&D operations and $2.3 million income is attributable to the Government group. For the six month period ended June 30, 2013, we recorded a $0.6 million income from our unconsolidated joint ventures of which 0.8 million loss is attributable to our LP&D operations and $1.4 million income is attributable to the Government Group. For the six month period ended June 30, 2012, we recorded $3.1 million of income from our unconsolidated joint ventures of which $54,282 loss is attributable to LP&D operations and $3.1 million income is attributable to the Government Group.

[4] Depreciation, amortization and accretion expenses ("DA&A") are included in cost of revenue and SG&A expenses in the accompanying condensed consolidated statements of operations and comprehensive income (loss). DA&A expenses included in cost of revenue for the three month periods ended June 30, 2013, and 2012 were $12.3 million and $13.1 million, respectively. DA&A expenses included in cost of revenue for the six month periods ended June 30, 2013, and 2012 were $24.4 million and $26.6 million, respectively. DA&A expenses included in SG&A for the three month periods ended June 30, 2013, and 2012 were $5.2 million and $5.6 million, respectively. DA&A expenses included in SG&A for the six month periods ended June 30, 2013, and 2012 were $10.5 million and $11.1 million, respectively.

[5] Other long-lived assets include property, plant and equipment and other intangible assets.

[6] Corporate unallocated assets relate primarily to income tax receivables, deferred tax assets, deferred financing costs, prepaid expenses, and property, plant and equipment that benefit the entire Company and cash.

XML

Segment Reporting and Business Concentrations (Tables)

6 Months Ended

Jun. 30, 2013

Segment Reporting [Abstract]

Schedule of segment information

The following table presents our segment information (in thousands):

	As of and for the Three Month Period ended June 30, 2013
	Government		Global Commercial Group						Corporate Unallocated
	Group		CS		LP&D		International		Items		Consolidated
Revenue from external customers(1)(2)	$	44,136	$	43,172	$	56,533	$	267,197	—		$	411,038
Income (loss) from operations(2)(3)	2,973		3,892		17,912		2,189		(49,064	)	(22,098		)
Depreciation, amortization and accretion expense(4)	934		6,939		6,570		1,971		1,135		17,549
Purchases of property, plant and equipment	43		110		3,055		26		20		3,254

	As of and for the Three Month Period ended June 30, 2012
	Government		Global Commercial Group						Corporate Unallocated
	Group		CS		LP&D		International		Items		Consolidated
Revenue from external customers(1)(2)	$	38,383	$	39,522	$	48,972	$	265,744	—		$	392,621
Income (loss) from operations(2)(3)	7,160		1,798		9,249		7,341		(21,459	)	4,089
Depreciation, amortization and accretion expense(4)	1,118		7,936		6,368		1,980		1,313		18,715
Purchases of property, plant and equipment	—		1,302		1,898		288		647		4,135

	As of and for the Six Month Period ended June 30, 2013
	Government		Global Commercial Group						Corporate Unallocated
	Group		CS		LP&D		International		Items			Consolidated
Revenue from external customers(1)(2)	$	87,683	$	84,084	$	99,947	$	665,532	$	—		$	937,246
Income (loss) from operations(2)(3)	7,384		6,055		24,884		22,977		(68,523		)	(7,223		)
Depreciation, amortization and accretion expense(4)	1,867		13,879		13,066		3,957		2,180			34,949
Goodwill	73,594		90,129		89,548		52,124		—			305,395
Other long-lived assets(5)	14,058		16,954		259,274		42,500		6,051			338,837
Purchases of property, plant and equipment	43		169		5,906		26		281			6,425
Total assets(6)	150,741		1,262,480		509,259		463,601		58,972			2,445,053

	As of and for the Six Month Period ended June 30, 2012
	Government		Global Commercial Group						Corporate Unallocated
	Group		CS		LP&D		International		Items			Consolidated
Revenue from external customers(1)(2)	$	80,772	$	80,479	$	93,361	$	628,701	$	—		$	883,313
Income (loss) from operations(2)(3)	2,790		2,704		11,802		26,288		(40,747		)	2,837
Depreciation, amortization and accretion expense(4)	2,445		15,837		13,003		3,854		2,593			37,732
Goodwill	73,594		90,129		89,548		53,614		—			306,885
Other long-lived assets(5)	19,127		23,980		264,888		52,083		16,301			376,379
Purchases of property, plant and equipment	2		3,939		5,460		761		954			11,116
Total assets(6)	168,427		1,511,568		547,699		578,269		90,797			2,896,760

______________________ 

(1) We eliminate intersegment revenue in consolidation. Intersegment revenue for the three month periods ended June 30, 2013, and 2012 was $4.6 million and $5.9 million, respectively. Intersegment revenue for the six month periods ended June 30, 2013, and 2012 was $10.1 million and $13.3 million, respectively. Revenue by segment represent revenue earned based on third-party billings to customers.

(2) Results of our operations for services provided to our customers in Canada, Asia and Europe are included in our are included in our International division.

(3) For the three month period ended June 30, 2013, we recorded a $0.1 million loss from our unconsolidated joint ventures of which $0.6 million loss is attributable to our LP&D operations and $0.5 million income is attributable to the Government Group. For the three month period ended June 30, 2012, we recorded $2.4 million of income from our unconsolidated joint ventures of which $0.1 loss is attributable to LP&D operations and $2.3 million income is attributable to the Government group. For the six month period ended June 30, 2013, we recorded a $0.6 million income from our unconsolidated joint ventures of which 0.8 million loss is attributable to our LP&D operations and $1.4 million income is attributable to the Government Group. For the six month period ended June 30, 2012, we recorded $3.1 million of income from our unconsolidated joint ventures of which $54,282 loss is attributable to LP&D operations and $3.1 million income is attributable to the Government Group.

(4) Depreciation, amortization and accretion expenses ("DA&A") are included in cost of revenue and SG&A expenses in the accompanying condensed consolidated statements of operations and comprehensive income (loss). DA&A expenses included in cost of revenue for the three month periods ended June 30, 2013, and 2012 were $12.3 million and $13.1 million, respectively. DA&A expenses included in cost of revenue for the six month periods ended June 30, 2013, and 2012 were $24.4 million and $26.6 million, respectively. DA&A expenses included in SG&A for the three month periods ended June 30, 2013, and 2012 were $5.2 million and $5.6 million, respectively. DA&A expenses included in SG&A for the six month periods ended June 30, 2013, and 2012 were $10.5 million and $11.1 million, respectively.

(5) Other long-lived assets include property, plant and equipment and other intangible assets.

(6) Corporate unallocated assets relate primarily to income tax receivables, deferred tax assets, deferred financing costs, prepaid expenses, and property, plant and equipment that benefit the entire Company and cash.

XML

Goodwill (Details) (USD $)	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Dec. 31, 2012
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill	$ 305,395,000	$ 306,885,000	$ 308,608,000
Gain (losses) recorded on translation related to goodwill denominated in foreign currencies	$ (3,200,000)	$ 2,200,000

XML

Trust Fund Investments (Tables)

6 Months Ended

Jun. 30, 2013

Investments, Debt and Equity Securities [Abstract]

Schedule of NDT fund investments

NDT fund investments consisted of the following (in thousands):

	As of June 30, 2013										As of December 31, 2012
	Amortized cost		Gross unrealized gains		Gross unrealized losses			Estimated fair value			Amortized cost		Gross unrealized gains		Gross unrealized losses			Estimated fair value
Assets
Cash	$	326	$	—	$	—		$	326		$	—	$	—	$	—		$	—
Receivables for securities sold	5,433		—		—			5,433			7,422		—		—			$	7,422
Investments
Corporate debt securities	184,538		7,659		(2,597		)	189,600			223,662		17,940		(575		)	241,027
Equity securities	400		25		—			425			10,117		4,249		(61		)	14,305
Direct lending securities	105,937		10,344		(2,770		)	113,511			98,138		6,026		(1,721		)	102,443
Debt securities issued by states of the U.S.	23,734		1,407		(122		)	25,019			31,306		3,806		—			35,112
Cash and cash equivalents	28,556		—		—			28,556			23,686		—		—			23,686
Commingled funds	—		—		—			—			4,017		527		—			4,544
Debt securities issued by the U.S. Treasury and other U.S. government corporations and agencies	154,451		447		(7,083		)	147,815			166,925		3,912		(880		)	169,957
Total investments	497,616		19,882		(12,572		)	504,926			557,851		36,460		(3,237		)	591,074
Net assets held by the NDT fund	$	503,375	$	19,882	$	(12,572	)	510,685			$	565,273	$	36,460	$	(3,237	)	598,496
Less: current portion								(132,674		)								(152,507		)
Long-term investments								$	378,011									$	445,989

XML

Condensed Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2013		Jun. 30, 2012
Cash flows from operating activities
Net income (loss)	$ (65,430)		$ 4,742
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation, amortization and accretion	34,949	[1]	37,732	[1]
Equity-based compensation expense	3,945		2,722
Deferred income taxes	(1,984)		(15,185)
Amortization of debt financing fees and debt discount	3,349		2,454
Loss (gain) on disposal of property, plant and equipment	258		(363)
Realized and unrealized loss (gain) on nuclear decommissioning trust fund investments	2,981		(34,613)
Changes in operating assets and liabilities:
Accounts receivable	18,760		4,455
Costs and estimated earnings in excess of billings on uncompleted contracts	8,691		20,594
Prepaid expenses and other current assets	(1,955)		(307)
Accounts payable	(22,605)		(33,559)
Accrued expenses and other current liabilities	25,133		(30,835)
Unearned revenue	(69,801)		(32,253)
Facility and equipment decontamination and decommissioning liabilities	(88,556)		(68,360)
Restricted cash and decontamination and decommissioning deposits	1,062		(671)
Nuclear decommissioning trust fund	82,245		99,308
Deferred costs	64,950		49,114
Other noncurrent assets	(38,910)		(34,633)
Other noncurrent liabilities	40,084		27,662
Net cash used in operating activities	(2,834)		(1,996)
Cash flows from investing activities
Purchase of nuclear decommissioning trust fund investments	(430,211)		(457,279)
Proceeds from sales of nuclear decommissioning trust fund investments	432,762		459,488
Purchases of property, plant and equipment	(6,425)		(11,116)
Proceeds from disposition of property, plant and equipment	0		5,195
Net cash used in investing activities	(3,874)		(3,712)
Cash flows from financing activities
Repayments of long-term debt	(16,592)		0
Distributions to noncontrolling interests partners	0		(157)
Minimum tax withholding on restricted stock awards	(432)		(91)
Repurchase of common stock	(7,342)		0
Repayments of capital lease obligations	(362)		(313)
Debt financing fees	(3,160)		0
Net cash used in financing activities	(27,888)		(561)
Effect of exchange rate on cash	(2,066)		334
Net decrease in cash and cash equivalents	(36,662)		(5,935)
Cash and cash equivalents, beginning of period	134,191		77,213
Cash and cash equivalents, end of period	$ 97,529		$ 71,278

[1] Depreciation, amortization and accretion expenses ("DA&A") are included in cost of revenue and SG&A expenses in the accompanying condensed consolidated statements of operations and comprehensive income (loss). DA&A expenses included in cost of revenue for the three month periods ended June 30, 2013, and 2012 were $12.3 million and $13.1 million, respectively. DA&A expenses included in cost of revenue for the six month periods ended June 30, 2013, and 2012 were $24.4 million and $26.6 million, respectively. DA&A expenses included in SG&A for the three month periods ended June 30, 2013, and 2012 were $5.2 million and $5.6 million, respectively. DA&A expenses included in SG&A for the six month periods ended June 30, 2013, and 2012 were $10.5 million and $11.1 million, respectively.

XML

Business Combinations

6 Months Ended

Jun. 30, 2013

Business Combinations [Abstract]

Business Combinations

Business Combinations

On January 7, 2013, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with Rockwell Holdco, Inc., a Delaware corporation (the "Parent" or "Rockwell") and Rockwell Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub") established as an acquisition vehicle for the purpose of acquiring the Company. The Merger Agreement was later amended on April 5, 2013. Pursuant to the terms of the Merger Agreement, as amended, on May 24, 2013, (the "Merger Date"), Merger Sub merged with and into the Company, with the Company surviving as a wholly-owned subsidiary of Parent (the "Merger"). Parent is 100% owned by Energy Capital Partners II, LP and its parallel funds ("Energy Capital" or "ECP") a leading private equity firm focused on investing in North America’s energy infrastructure.

On the Merger Date, each issued and outstanding share of common stock of the Company (other than shares of Company common stock held in the treasury of the Company or owned by Parent, affiliates of Parent, Merger Sub, a subsidiary of the Company or by stockholders who had validly exercised and perfected their appraisal rights under Delaware law), was converted into the right to receive $4.15 in cash, without interest and subject to any required withholding of taxes. The Company's common stock ceased to be traded on the New York Stock Exchange after close of market on May 24, 2013. The Company continues its operations as a privately-held company. The Company has filed with the Securities and Exchange Commission (the "SEC"), or has had filed on its behalf, a Form 15 and Form 25 to deregister the Company's common stock under Sections 12(b) and (g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), respectively, which deregistration will become effective 90 days after the filing of the applicable form. Further, the Company's reporting obligations under Section 15(d) of the Exchange Act on account of its common stock will be suspended effective January 1, 2014, at which time the Company will no longer file periodic reports with the SEC on account of its common stock, but the Company will continue to have public reporting obligations with the SEC with respect to its 10.75% Senior Notes due 2018, as required by the indenture governing such Senior Notes.

Prior to the Merger, under our certificate of incorporation there were 1,000,000,000 shares of common stock authorized and 100,000,000 shares of preferred stock authorized. In connection with the completion of the Merger,

all shares of common stock outstanding at the time of the Merger were canceled and our certificate of incorporation was amended and restated to authorize only 100 shares of common stock, all of which are currently outstanding and owned by Parent. There are no shares of preferred stock authorized under our new amended and restated certificate of incorporation.

We refer to the May 24, 2013 acquisition of EnergySolutions by Rockwell as the "Merger Transaction". The following events describe the transactions that occurred in connection with the Merger Transaction:

• Parent and EnergySolutions purchased and retired all of the Company's outstanding common stock as of the Merger Date and paid approximately $383.2 million in cash to the Company's stockholders. Of the total amount paid, EnergySolutions directly purchased 1.8 million shares for $7.3 million from cash on hand. The 1.8 million shares were issued as a result of accelerated vesting of previously issued restricted stock awards due to change in control.

• Parent paid $10.9 million of Merger Transaction related costs on behalf of EnergySolutions. Payments made by Parent on the Company's behalf were accounted for as capital contributions. Of the $10.9 million transaction costs, approximately $3.1 million was capitalized as debt issuance costs and the remainder was expensed on the Merger Date and is included in the condensed consolidated statements of operations and comprehensive income (loss) under selling, general and administrative ("SG&A") expenses.

• EnergySolutions incurred $32.6 million of Merger Transaction related expenses. These expenses were comprised primarily of employee incentive compensation and related payroll taxes of $21.0 million and professional fees of $11.6 million. These expenses were included in the condensed consolidated statements of operations and comprehensive income (loss) under cost of revenue and SG&A expenses.

The Merger Transaction was accounted for as a recapitalization, and accordingly, the Company will continue to apply its historical basis of accounting in its stand-alone financial statements after the Merger. This is based on our determination under Financial Accounting Standards Board ("FASB") accounting standards codification Topic 805 - Business Combinations, and SEC Staff Accounting Bulletin (SAB) No. 54, codified as Topic 5J, Push Down Basis of Accounting Required In Certain Limited Circumstances, that while the push down of Parent's basis in EnergySolutions is permissible, it was not required due to the existence of significant outstanding public debt securities at EnergySolutions.

XML

Trust Fund Investments

6 Months Ended

Jun. 30, 2013

Investments, Debt and Equity Securities [Abstract]

Trust Fund Investments

Trust Fund Investments

The Nuclear Decommissioning Trust ("NDT") fund was established solely to satisfy obligations related to the D&D of the Zion Station. The NDT fund holds investments in marketable debt and equity securities directly and indirectly through commingled funds. Investments in the NDT fund are carried at fair value and are classified as trading securities. We consolidate the NDT fund as a variable interest entity ("VIE"). We have a contractual interest in the NDT fund and this interest is a variable interest due to its exposure to the fluctuations caused by market risk. We are able to control the NDT fund by appointing the trustee and, subject to certain restrictions, we are able to direct the investment policies of the fund. We are the primary beneficiary of the NDT fund as we benefit from positive market returns and bear the risk of market losses.

NDT fund investments consisted of the following (in thousands):

	As of June 30, 2013										As of December 31, 2012
	Amortized cost		Gross unrealized gains		Gross unrealized losses			Estimated fair value			Amortized cost		Gross unrealized gains		Gross unrealized losses			Estimated fair value
Assets
Cash	$	326	$	—	$	—		$	326		$	—	$	—	$	—		$	—
Receivables for securities sold	5,433		—		—			5,433			7,422		—		—			$	7,422
Investments
Corporate debt securities	184,538		7,659		(2,597		)	189,600			223,662		17,940		(575		)	241,027
Equity securities	400		25		—			425			10,117		4,249		(61		)	14,305
Direct lending securities	105,937		10,344		(2,770		)	113,511			98,138		6,026		(1,721		)	102,443
Debt securities issued by states of the U.S.	23,734		1,407		(122		)	25,019			31,306		3,806		—			35,112
Cash and cash equivalents	28,556		—		—			28,556			23,686		—		—			23,686
Commingled funds	—		—		—			—			4,017		527		—			4,544
Debt securities issued by the U.S. Treasury and other U.S. government corporations and agencies	154,451		447		(7,083		)	147,815			166,925		3,912		(880		)	169,957
Total investments	497,616		19,882		(12,572		)	504,926			557,851		36,460		(3,237		)	591,074
Net assets held by the NDT fund	$	503,375	$	19,882	$	(12,572	)	510,685			$	565,273	$	36,460	$	(3,237	)	598,496
Less: current portion								(132,674		)								(152,507		)
Long-term investments								$	378,011									$	445,989

Investments held by the NDT fund, net, totaled $510.7 million and $598.5 million as of June 30, 2013 and December 31, 2012, respectively, and are included in current and other long-term assets in the accompanying condensed consolidated balance sheets, depending on the expected timing of usage of funds. We have withdrawn from the NDT fund approximately $82.2 million and $158.3 million, for the six month period ended June 30, 2013 and for the year ended December 31, 2012, respectively, to pay for Zion Station D&D project expenses, estimated trust income taxes and trust management fees.

For the six month periods ended June 30, 2013 and 2012, we recorded $25.9 million of unrealized losses and $6.9 million of unrealized gains, respectively, resulting from adjustments to the fair value of the NDT investments. For the three month periods ended June 30, 2013 and 2012, we recorded $19.9 million of unrealized losses and $0.9 million of unrealized gains, respectively, resulting from adjustments to the fair value of the NDT fund investments. For the realized gains related to sales of investments, dividends and interest payments received from investments held by the NDT fund were $22.9 million and $27.7 million, for the six months ended June 30, 2013 and 2012, respectively and $11.6 million and $14.2 million for the three month periods ended June 30, 2013 and 2012, respectively. Both, unrealized and realized gains and losses on the NDT fund investments are included in other income (expense), net, in the condensed consolidated statements of operations and comprehensive income (loss).

XML

Basis of Presentation

6 Months Ended

Jun. 30, 2013

Basis of Presentation

Basis of Presentation

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the SEC regarding interim financial reporting. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2012 (the "2012 Annual Report").

In the opinion of management, all material adjustments which are of a normal and recurring nature necessary for a fair presentation of the results for the periods presented have been reflected. Preparing financial statements requires management to make estimates and assumptions that affect the amounts that are reported in the consolidated financial statements and accompanying disclosures. Although these estimates are based on our best knowledge of current events and actions that we may undertake in the future, actual results may be different from these estimates. The results of operations for the three and six months ended June 30, 2013 are not necessarily indicative of the results to be expected for any future period or the full fiscal year.

 We have majority voting rights for one of our minority-owned joint ventures. Accordingly, we have consolidated its operations in our consolidated financial statements and therefore, we recorded the noncontrolling interests, which reflect the portion of the earnings of operations which are applicable to other noncontrolling partners. Assets from our consolidated joint venture can only be used to settle its own obligations. Additionally, our assets cannot be used to settle the joint ventures’ obligations because this minority owned joint venture does not have recourse to our general credit.

XML

Fair Value Measurements (Details 3) (Direct lending securities, NDT fund, USD $) In Thousands, unless otherwise specified	6 Months Ended	12 Months Ended
	Jun. 30, 2013	Dec. 31, 2012
Direct lending securities | NDT fund
Rollforward for Level 3 assets and liabilities measured at fair value on a recurring basis
Beginning balance	$ 102,443	$ 61,998
Purchases and issuances	26,033	82,285
Sales, dispositions and settlements	(18,338)	(39,706)
Realized gains and losses	104	(2,940)
Change in unrealized gains and losses	3,269	806
Ending balance	$ 113,511	$ 102,443

XML

Other Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2013

Intangible Assets, Net (Excluding Goodwill) [Abstract]

Schedule of other intangible assets

Other intangible assets consisted of the following (in thousands):

	As of June 30, 2013						As of December 31, 2012
	Gross Carrying Amount		Accumulated Amortization			Weighted Average Remaining Useful Life	Gross Carrying Amount		Accumulated Amortization			Weighted Average Remaining Useful Life
Permits	$	243,067	$	(81,337	)	16.3 years	$	243,130	$	(76,406	)	16.9 years
Customer relationships	154,890		(96,885		)	5.1 years	161,429		(93,552		)	5.6 years
Technology and other	15,490		(11,381		)	2.6 years	15,490		(10,540		)	3.1 years
Total amortizable intangibles	$	413,447	$	(189,603	)	13.1 years	$	420,049	$	(180,498	)	13.4 years

XML

Pension Plans (Tables)

6 Months Ended

Jun. 30, 2013

Compensation and Retirement Disclosure [Abstract]

Schedule of net periodic postretirement benefit costs

Net periodic benefit costs related to the Magnox pension plan consisted of the following (in thousands):

	For The Three Month						For The Six Month
	Period ended June 30,						Period ended June 30,
	2013			2012			2013			2012
Service cost	$	14,056		$	14,054		$	28,273		$	27,997
Interest cost	38,290			39,788			77,016			79,259
Expected return on plan assets	(44,780		)	(42,955		)	(90,071		)	(85,569		)
Net actuarial loss	77			119			154			237
	$	7,643		$	11,006		$	15,372		$	21,924

XML

Basis of Presentation (Details)	6 Months Ended
	Jun. 30, 2013 venture
Basis of Presentation
Number of minority-owned joint ventures consolidated	1

XML

Pension Plans (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Compensation and Retirement Disclosure [Abstract]
Service cost	$ 14,056	$ 14,054	$ 28,273	$ 27,997
Interest cost	38,290	39,788	77,016	79,259
Expected return on plan assets	(44,780)	(42,955)	(90,071)	(85,569)
Net actuarial loss	77	119	154	237
Net periodic benefit costs	$ 7,643	$ 11,006	$ 15,372	$ 21,924

XML

Senior Credit Facilities and Senior Notes (Details) (USD $)	3 Months Ended				6 Months Ended					0 Months Ended	6 Months Ended				6 Months Ended						0 Months Ended	6 Months Ended		6 Months Ended			6 Months Ended										0 Months Ended	6 Months Ended		0 Months Ended	6 Months Ended
	Jun. 30, 2013		Jun. 30, 2012		Jun. 30, 2013		Jun. 30, 2012		Dec. 31, 2012	Aug. 13, 2010 Term loan facilities due through 2016	Jun. 30, 2013 Term loan facilities due through 2016 payment		Dec. 31, 2012 Term loan facilities due through 2016		Jun. 30, 2013 Term loan facilities due through 2016 Adjusted LIBOR	Jun. 30, 2013 Term loan facilities due through 2016 ABR	Jun. 30, 2013 Senior notes due 2018	Dec. 31, 2012 Senior notes due 2018	Jun. 30, 2013 Revolving credit facility	Dec. 31, 2012 Revolving credit facility	Aug. 06, 2013 Senior secured credit facility	Jun. 30, 2013 Senior secured credit facility	Aug. 13, 2010 Senior secured credit facility	Jun. 30, 2013 Senior secured credit facility Required Period from quarter ended September 30, 2014 through the maturity date	Jun. 30, 2013 Senior secured credit facility Actual	Jun. 30, 2013 Senior secured credit facility Minimum	Jun. 30, 2013 Senior secured credit facility Minimum Required July 1, 2013 through September 30, 2014 [Member]	Jun. 30, 2013 Senior secured credit facility Maximum	Jun. 30, 2013 Senior secured credit facility Maximum Required	Jun. 30, 2013 Senior secured credit facility Leverage ratio equal to or greater than 3.0 to 1.0	Jun. 30, 2013 Senior secured credit facility Leverage ratio less than 3.0 to 1.0 but greater than 1.0 to 1.0	Jun. 30, 2013 Senior secured credit facility Leverage ratio less than 3.0 to 1.0 but greater than 1.0 to 1.0 Maximum	Jun. 30, 2013 Senior secured credit facility Leverage ratio equal to or less than 1.0 to 1.0 Minimum	Jun. 30, 2013 Senior secured credit facility Leverage ratio equal to or less than 1.0 to 1.0 Maximum	Jun. 30, 2013 Senior secured credit facility Adjusted LIBOR	Jun. 30, 2013 Senior secured credit facility ABR	Feb. 15, 2013 Loan Amendment	Jun. 30, 2013 Loan Amendment	May 24, 2013 Loan Amendment	Aug. 13, 2010 Senior notes	Jun. 30, 2013 Senior notes	Jun. 30, 2013 Senior notes Prior to August 15, 2014	Jun. 30, 2013 Senior notes Prior to August 15, 2013	Jun. 30, 2013 Senior notes Twelve month period commencing on August 15, 2014	Jun. 30, 2013 Senior notes Twelve month period commencing on August 15, 2015	Jun. 30, 2013 Senior notes Twelve month period commencing on August 15, 2016 and thereafter	Jun. 30, 2013 Senior notes Maximum Prior to August 15, 2013	Jun. 30, 2013 Rockwell Holdco, Inc Senior secured credit facility
Long-Term Debt
Long-term debt, gross	$ 810,400,000				$ 810,400,000						$ 510,407,000	[1]	$ 527,000,000	[1]			$ 300,000,000	$ 300,000,000	$ 0	$ 0
Unamortized discount											(7,461,000)		(8,741,000)				(2,886,000)	(3,090,000)
Interest rate (as a percent)																	10.75%	10.75%																						10.75%
Total debt	800,060,000				800,060,000				815,169,000
Less: current portion	(135,407,000)				(135,407,000)				(16,592,000)
Long-term debt, less current portion	664,653,000				664,653,000				798,577,000
Variable interest rate on borrowings (as a percent)											6.75%		6.25%
Depreciation, amortization and accretion	17,549,000	[2]	18,715,000	[2]	34,949,000	[2]	37,732,000	[2]
Aggregate principal amount										560,000,000
Discount rate (as a percent)										2.50%																														1.30%
Maximum borrowing capacity under credit facility																							105,000,000.0
Borrowings held in a restricted cash account as collateral for the reimbursement obligations with respect to letters of credit											310,500,000		310,600,000
Amount used to fund letters of credit issued																						63,800,000
Prepayment premium																																					1.00%
Period for refinancing of debt instrument following the execution date of the loan amendment																																					1 year
Payment of debt financing fees					3,160,000		0															6,100,000																										3,100,000
Payments of lead arranger banker fees																						7,000,000																										4,300,000
Capitalized debt financing fees	310,559,000				310,559,000				360,185,000
Variable rate basis															LIBOR	ABR																			LIBOR	ABR
Basis spread on variable rate basis (as a percent)															5.00%	4.00%																			4.50%	3.50%
Floor rate (as a percent)															1.75%																				1.75%
Increase in margin upon closing of merger																																							0.50%
Quarterly installment amount											1,300,000
Percentage of net cash proceeds received from non-ordinary course asset sales or other dispositions, or as a result of a casualty or condemnation to be used for prepayment of debt																						100.00%
Percentage of net proceeds received from the issuance of debt obligations other than certain permitted debt obligations to be used for prepayment of debt																						100.00%
Percentage of excess cash flow to be used for prepayment of debt																														50.00%	25.00%
Consolidated leverage ratio for mandatory prepayment under the credit facility's covenants																									3.07				4	3.0		3.0	1	1
Period from filing of annual report on Form 10-K with the SEC after which the prepayments of debt from excess cash flow become due																						5 days
Number of succeeding scheduled principal repayment installments to which optional and mandatory prepayment is first applied											4.0
Maximum amounts outstanding under the term loan and senior notes required after 150 days from closing date of the merger under loan amendment																																					675,000,000
Period from merger closing date after which maximum amount outstanding threshold on specified debt required																	150 days
Repayments of long-term debt					16,592,000		0														35,000,000	16,600,000																135,400,000
Annual reduction in consolidated leverage ratio under the covenants																						0.25
Consolidated cash interest coverage ratio																								2.25	2.53		2.00
Annual capital expenditure permitted under the covenants																												40,000,000
Carryforward period of the unused amount from the previous fiscal year																						1 year
Percentage of the amount permitted for capital expenditures in previous fiscal year by which annual capital expenditure can be increased																						50.00%
Outstanding aggregate principal amount required for applicability of cross-default provisions																										5,000,000
Capital expenditures					6,425,000		11,116,000															6,400,000
Borrowings through private offering																																								300,000,000
Redemption price of the debt instrument if redeemed with the proceeds of certain public equity offerings as a percentage of principal amount																																										100.00%	110.75%
Percentage of the principal amount of the debt instrument which the entity may redeem with the net cash proceeds from certain public equity offerings																																															35.00%
Redemption price of debt instrument as a percentage of principal amount																																												105.375%	102.688%	100.00%
Purchase price at which debt may be required to be purchased as a percentage of principal amount																																									101.00%
Cash interest payments					$ 35,400,000		$ 34,200,000

[1] The variable interest rate on borrowings under our senior secured credit facility was 6.75% as of June 30, 2013 and 6.25% as of December 31, 2012.

[2] Depreciation, amortization and accretion expenses ("DA&A") are included in cost of revenue and SG&A expenses in the accompanying condensed consolidated statements of operations and comprehensive income (loss). DA&A expenses included in cost of revenue for the three month periods ended June 30, 2013, and 2012 were $12.3 million and $13.1 million, respectively. DA&A expenses included in cost of revenue for the six month periods ended June 30, 2013, and 2012 were $24.4 million and $26.6 million, respectively. DA&A expenses included in SG&A for the three month periods ended June 30, 2013, and 2012 were $5.2 million and $5.6 million, respectively. DA&A expenses included in SG&A for the six month periods ended June 30, 2013, and 2012 were $10.5 million and $11.1 million, respectively.

XML

Condensed Consolidated Balance Sheets (Parenthetical) (USD $)	Jun. 30, 2013	Dec. 31, 2012
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized	100	1,000,000,000
Common stock, shares issued	100	90,253,242
Common stock, shares outstanding	100	90,253,242

XML

Goodwill

6 Months Ended

Jun. 30, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

Goodwill

As of June 30, 2013 and December 31, 2012, we had recorded $305.4 million and $308.6 million, respectively, of goodwill related to domestic and foreign acquisitions. Goodwill related to the acquisitions of foreign entities is translated into U.S. dollars at the exchange rate in effect at the balance sheet date. The related translation gains and losses are included as a separate component of stockholders’ equity in accumulated other comprehensive income (loss) in the condensed consolidated balance sheets. For the six and twelve month periods ended June 30, 2013 and December 31, 2012, we recorded $3.2 million of translation losses and $2.2 million of translation gains, respectively, related to goodwill denominated in foreign currencies.

In accordance with authoritative guidance for accounting for Goodwill and Other Intangible Assets, we perform a qualitative assessment on our goodwill annually, as of April 1, or more often when events occur or circumstances change that would, more likely than not, reduce the fair value of a reporting unit below its carrying value. We consider such factors as: macroeconomic and market conditions, industry specific considerations, cost factors, overall financial performance, relevant entity-specific events (such as the Merger Transaction announced in January 2013 and closed in May 2013), share price considerations and other factors as deemed necessary. As of June 30, 2013, there were no events or circumstances that indicated that impairment existed in any of our reporting units.

XML

Condensed Consolidated Statement of Changes in Stockholders' Equity (USD $) In Thousands, except Share data, unless otherwise specified	Total	Common Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Loss	Accumulated Deficit	Noncontrolling Interests	Energy Solutions Inc.	Energy Solutions Inc. Common Stock	Energy Solutions Inc. Additional Paid-in Capital	Parent	Parent Common Stock	Parent Additional Paid-in Capital
Balance at Dec. 31, 2012	$ 300,919	$ 903	$ 511,503	$ (21,956)	$ (190,031)	$ 500
Balance (in shares) at Dec. 31, 2012	90,253,242	90,253,242
Increase (Decrease) in Stockholders' Equity
Net loss	(65,430)				(65,430)	0
Equity-based compensation	3,945		3,945
Vesting of restricted stock	0	22	(22)
Vesting of restricted stock (in shares)		2,206,430
Minimum tax withholdings on restricted stock awards	(432)	(1)	(431)
Minimum tax withholdings on restricted stock awards (in shares)		(111,107)
Capital contribution from Parent	10,852		10,852
Common stock repurchased and retired							(7,342)	(18)	(7,324)	(375,862)	(906)	(374,956)
Common stock repurchased and retired (in shares)								(1,779,520)			(90,569,045)
Issuance of common stock		100
Issuance of common stock (in shares)	375,862		375,862
Change in unrecognized actuarial loss	(475)			(475)
Foreign currency translation, net of taxes	(8,953)			(8,953)
Balance at Jun. 30, 2013	$ 233,084	$ 0	$ 519,429	$ (31,384)	$ (255,461)	$ 500
Balance (in shares) at Jun. 30, 2013	100	100

XML

Condensed Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013		Dec. 31, 2012
Current assets:
Cash and cash equivalents	$ 97,529		$ 134,191
Accounts receivable, net of allowance for doubtful accounts	229,975		259,913
Costs and estimated earnings in excess of billings on uncompleted contracts	88,479		98,978
Income tax receivable	8,583		6,427
Prepaid expenses	9,289		11,022
Nuclear decommissioning trust fund investments, current portion	132,674		152,507
Deferred costs, current portion	112,249		127,573
Other current assets	4,723		3,924
Total current assets	683,501		794,535
Property, plant and equipment, net	114,993		117,744
Goodwill	305,395		308,608
Other intangible assets, net	223,844		239,551
Nuclear decommissioning trust fund investments	378,011		445,989
Restricted cash and decontamination and decommissioning deposits	315,692		316,754
Deferred costs	310,559		360,185
Other noncurrent assets	113,058		72,096
Total assets	2,445,053	[1]	2,655,462
Current liabilities:
Current portion of long-term debt	135,407		16,592
Accounts payable	107,929		144,649
Accrued expenses and other current liabilities	212,571		193,546
Deferred income taxes	1,082		1,101
Facility and equipment decontamination and decommissioning liabilities, current portion	121,986		138,757
Unearned revenue, current portion	132,464		150,135
Total current liabilities	711,439		644,780
Long-term debt, less current portion	664,653		798,577
Pension liability	44,355		31,043
Facility and equipment decontamination and decommissioning liabilities	426,984		485,447
Deferred income taxes	18,542		20,507
Unearned revenue, less current portion	314,547		366,710
Other noncurrent liabilities	31,449		7,479
Total liabilities	2,211,969		2,354,543
Commitments and contingencies	0		0
Stockholders’ equity:
Common stock, $0.01 par value, 100 and 1,000,000,000 shares authorized as of June 30, 2013 and December 31, 2012, respectively, and 100 and 90,253,242 shares issued and outstanding as of June 30, 2013 and December 31, 2012, respectively.	0		903
Additional paid-in capital	519,429		511,503
Accumulated other comprehensive loss	(31,384)		(21,956)
Accumulated deficit	(255,461)		(190,031)
Total EnergySolutions stockholders’ equity	232,584		300,419
Noncontrolling interests	500		500
Total equity	233,084		300,919
Total liabilities and stockholders’ equity	$ 2,445,053		$ 2,655,462

[1] Corporate unallocated assets relate primarily to income tax receivables, deferred tax assets, deferred financing costs, prepaid expenses, and property, plant and equipment that benefit the entire Company and cash.

XML

Restructuring (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended	6 Months Ended		6 Months Ended	12 Months Ended	6 Months Ended	12 Months Ended		6 Months Ended
	Dec. 31, 2012	Jun. 30, 2013 Restructuring Plan	Dec. 31, 2012 Restructuring Plan	Jun. 30, 2013 Restructuring Plan Employee Severance and Termination Benefits [Member]	Dec. 31, 2009 Magnox organizational restructuring program phase site	Jun. 30, 2013 Magnox organizational restructuring program Reduction of employees	Dec. 31, 2012 Magnox organizational restructuring program Reduction of employees	Dec. 31, 2009 Magnox organizational restructuring program Reduction of employees Magnox sites employee	Jun. 30, 2013 Magnox organizational restructuring program Reduction of employees Bradwell site employee
Employee Termination Benefits
Restructuring costs	$ 0	$ 1,800		$ 5,900		$ 55,555
Period for payment of unpaid liability related to restructuring activities				12 months		24 months
Number of Magnox sites identified to reduce the existing workforce					3
Number of phases in which termination plan presented					2
Number of employees terminated or left on a voluntary basis								300	200
Reconciliation of the beginning and ending liability balances
Restructuring reserve, beginning balance						5,695	32,659
Additions	0	1,800		5,900		55,555
Payments						(7,610)	(27,888)
Effect of exchange rate						1,376	924
Restructuring reserve, ending balance						55,016	5,695
Restructuring reserve, current		(5,300)	(6,200)			(28,208)	0
Restructuring reserve, noncurrent						$ 26,808	$ 5,695

XML

Senior Credit Facilities and Senior Notes (Tables)

6 Months Ended

Jun. 30, 2013

Debt Disclosure [Abstract]

Schedule of outstanding long-term debt

Our outstanding long-term debt consists of the following (in thousands):

	June 30, 2013			December 31, 2012
Term loan facilities due through 2016(1)	$	510,407		$	527,000
Term loan unamortized discount	(7,461		)	(8,741		)
Senior notes, 10.75% due through 2018	300,000			300,000
Senior notes unamortized discount	(2,886		)	(3,090		)
Revolving credit facility	—			—
Total debt	800,060			815,169
Less: current portion	(135,407		)	(16,592		)
Total long-term debt	$	664,653		$	798,577

___________________________________

(1) The variable interest rate on borrowings under our senior secured credit facility was 6.75% as of June 30, 2013 and 6.25% as of December 31, 2012.

Schedule of debt instrument redemption prices

Period	Redemption Price
2014	105.375	%
2015	102.688	%
2016 and thereafter	100.000	%

XML

Commitments and Contingencies

6 Months Ended

Jun. 30, 2013

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

We may become subject to various claims and legal proceedings covering matters that may arise in the ordinary course of our business activities. As of June 30, 2013, we were not involved in any legal proceedings that we believe would have a material adverse effect on our consolidated financial position, operating results or cash flows.

Except as set forth below, there have been no material developments to the legal proceedings disclosed under Part I, Item 3. "Legal Proceedings" in our 2012 Annual Report and Part II, Item 1. "Legal Proceedings" in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2013.

False Claim Act Proceeding

As previously disclosed, on September 14, 2012, we and the plaintiffs in False Claims Act proceeding reached an agreement in principle to resolve all claims made by the plaintiffs in their complaint underlying the proceeding. The agreement does not contain an admission of guilt or other wrongdoing on the part of the Company, or our officers, directors or affiliates. On May 31, 2013, the U.S. government approved the settlement agreement and on June 7, 2013, the U.S. District Court for the District of Utah dismissed the proceeding.

XML

Other Intangible Assets (Details) (USD $)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012	Dec. 31, 2012
Other Intangible Assets
Gross Carrying Amount	$ 413,447,000		$ 413,447,000		$ 420,049,000
Accumulated Amortization	(189,603,000)		(189,603,000)		(180,498,000)
Weighted Average Remaining Useful Life			13 years 1 month 6 days		13 years 4 months 24 days
Translation gain (loss) related to intangible assets denominated in foreign currency			(2,800,000)	800,000
Amortization expense	6,500,000	6,500,000	12,900,000	12,900,000
Permits
Other Intangible Assets
Gross Carrying Amount	243,067,000		243,067,000		243,130,000
Accumulated Amortization	(81,337,000)		(81,337,000)		(76,406,000)
Weighted Average Remaining Useful Life			16 years 3 months 18 days		16 years 10 months 24 days
Customer relationships
Other Intangible Assets
Gross Carrying Amount	154,890,000		154,890,000		161,429,000
Accumulated Amortization	(96,885,000)		(96,885,000)		(93,552,000)
Weighted Average Remaining Useful Life			5 years 1 month 6 days		5 years 7 months 6 days
Technology and other
Other Intangible Assets
Gross Carrying Amount	15,490,000		15,490,000		15,490,000
Accumulated Amortization	$ (11,381,000)		$ (11,381,000)		$ (10,540,000)
Weighted Average Remaining Useful Life			2 years 7 months 6 days		3 years 1 month 6 days

XML

Guarantor and Non-Guarantor Financial Information (Details 3) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
Cash flows from operating activities
Net cash provided by (used in) operating activities	$ (2,834)	$ (1,996)
Cash flows from investing activities
Purchases of property, plant and equipment	(6,425)	(11,116)
Purchase of nuclear decommissioning trust fund investments	(430,211)	(457,279)
Proceeds from sales of nuclear decommissioning trust fund investments	432,762	459,488
Proceeds from disposition of property, plant and equipment	0	5,195
Net cash used in investing activities	(3,874)	(3,712)
Cash flows from financing activities
Intercompany loan receivable	0	0
Intercompany loan payable	0	0
Investment in subsidiary	0	0
Distributions to noncontrolling interests partners	0	(157)
Repayments of long-term debt	(16,592)	0
Debt financing fees	(3,160)	0
Minimum tax withholding on restricted stock awards	(432)	(91)
Repurchase of common stock	(7,342)	0
Repayments of capital lease obligations	(362)	(313)
Net cash used in financing activities	(27,888)	(561)
Effect of exchange rate on cash	(2,066)	334
Net decrease in cash and cash equivalents	(36,662)	(5,935)
Cash and cash equivalents, beginning of period	134,191	77,213
Cash and cash equivalents, end of period	97,529	71,278
Energy Solutions, Inc.
Cash flows from operating activities
Net cash provided by (used in) operating activities	(71,639)	(3,594)
Cash flows from investing activities
Purchases of property, plant and equipment	0	0
Purchase of nuclear decommissioning trust fund investments	0	0
Proceeds from sales of nuclear decommissioning trust fund investments	0	0
Proceeds from disposition of property, plant and equipment		0
Net cash used in investing activities	0	0
Cash flows from financing activities
Intercompany loan receivable	7,522	(1,337)
Intercompany loan payable		0
Investment in subsidiary	71,891	3,674
Distributions to noncontrolling interests partners		0
Repayments of long-term debt	0
Debt financing fees	0
Minimum tax withholding on restricted stock awards	(432)	(91)
Repurchase of common stock	(7,342)
Repayments of capital lease obligations	0	0
Net cash used in financing activities	71,639	2,246
Effect of exchange rate on cash	0	1,348
Net decrease in cash and cash equivalents	0	0
Cash and cash equivalents, beginning of period	0	0
Cash and cash equivalents, end of period	0	0
EnergySolutions, LLC
Cash flows from operating activities
Net cash provided by (used in) operating activities	(53,803)	15,825
Cash flows from investing activities
Purchases of property, plant and equipment	(618)	(3,880)
Purchase of nuclear decommissioning trust fund investments	0	0
Proceeds from sales of nuclear decommissioning trust fund investments	0	0
Proceeds from disposition of property, plant and equipment		0
Net cash used in investing activities	(618)	(3,880)
Cash flows from financing activities
Intercompany loan receivable	0	44,232
Intercompany loan payable	15,526	1,337
Investment in subsidiary	(14,234)	(58,499)
Distributions to noncontrolling interests partners		0
Repayments of long-term debt	(16,592)
Debt financing fees	(1,960)
Minimum tax withholding on restricted stock awards	0	0
Repayments of capital lease obligations	(362)	(313)
Net cash used in financing activities	(17,622)	(13,243)
Effect of exchange rate on cash	0	1,348
Net decrease in cash and cash equivalents	(72,043)	50
Cash and cash equivalents, beginning of period	93,080	694
Cash and cash equivalents, end of period	21,037	744
Guarantor Subsidiaries
Cash flows from operating activities
Net cash provided by (used in) operating activities	34,290	23,893
Cash flows from investing activities
Purchases of property, plant and equipment	(5,746)	(4,481)
Purchase of nuclear decommissioning trust fund investments	0	0
Proceeds from sales of nuclear decommissioning trust fund investments	0	0
Proceeds from disposition of property, plant and equipment		5,195
Net cash used in investing activities	(5,746)	714
Cash flows from financing activities
Intercompany loan receivable	(29,973)	(30,729)
Intercompany loan payable	(1,514)	0
Investment in subsidiary	0	0
Distributions to noncontrolling interests partners		0
Repayments of long-term debt	0
Debt financing fees	0
Minimum tax withholding on restricted stock awards	0	0
Repayments of capital lease obligations	0	0
Net cash used in financing activities	(31,487)	(30,729)
Effect of exchange rate on cash	0	(19)
Net decrease in cash and cash equivalents	(2,943)	(6,141)
Cash and cash equivalents, beginning of period	3,371	0
Cash and cash equivalents, end of period	428	(6,141)
Non-Guarantor Subsidiaries
Cash flows from operating activities
Net cash provided by (used in) operating activities	39,100	344
Cash flows from investing activities
Purchases of property, plant and equipment	(61)	(2,755)
Purchase of nuclear decommissioning trust fund investments	(430,211)	(457,279)
Proceeds from sales of nuclear decommissioning trust fund investments	432,762	459,488
Proceeds from disposition of property, plant and equipment		0
Net cash used in investing activities	2,490	(546)
Cash flows from financing activities
Intercompany loan receivable	0	0
Intercompany loan payable	0	0
Investment in subsidiary	0	0
Distributions to noncontrolling interests partners		(157)
Repayments of long-term debt	0
Debt financing fees	(1,200)
Minimum tax withholding on restricted stock awards	0	0
Repayments of capital lease obligations	0	0
Net cash used in financing activities	(1,200)	(157)
Effect of exchange rate on cash	(2,066)	429
Net decrease in cash and cash equivalents	38,324	70
Cash and cash equivalents, beginning of period	37,740	76,519
Cash and cash equivalents, end of period	76,064	76,589
Eliminations
Cash flows from operating activities
Net cash provided by (used in) operating activities	49,218	(38,464)
Cash flows from investing activities
Purchases of property, plant and equipment	0	0
Purchase of nuclear decommissioning trust fund investments	0	0
Proceeds from sales of nuclear decommissioning trust fund investments	0	0
Proceeds from disposition of property, plant and equipment		0
Net cash used in investing activities	0	0
Cash flows from financing activities
Intercompany loan receivable	22,451	(12,166)
Intercompany loan payable	(14,012)	(1,337)
Investment in subsidiary	(57,657)	54,825
Distributions to noncontrolling interests partners		0
Repayments of long-term debt	0
Debt financing fees	0
Minimum tax withholding on restricted stock awards	0	0
Repayments of capital lease obligations	0	0
Net cash used in financing activities	(49,218)	41,322
Effect of exchange rate on cash	0	(2,772)
Net decrease in cash and cash equivalents	0	86
Cash and cash equivalents, beginning of period	0	0
Cash and cash equivalents, end of period	$ 0	$ 86

XML

Fair Value Measurements (Details) (USD $) In Millions, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Fair market value | Revolving credit facility
Fair market value and carrying value
Debt	$ 517.4	$ 508.6
Fair market value | Senior notes
Fair market value and carrying value
Debt	325.5	283.5
Carrying value | Revolving credit facility
Fair market value and carrying value
Debt	510.4	527.0
Carrying value | Senior notes
Fair market value and carrying value
Debt	$ 300.0	$ 300.0

XML

Description of Business (Details)	6 Months Ended
	Jun. 30, 2013 group division
Description of Business
Number of major operating groups	2
Number of major business divisions	3
Tennessee
Description of Business
Number of facilities	4
Barnwell, South Carolina
Description of Business
Number of facilities	2
UK | Magnox
Description of Business
Number of facilities	10
Number of nuclear reactors	22

XML

Business Combinations (Details) (USD $) In Millions, except Share data, unless otherwise specified						0 Months Ended
	Jun. 30, 2013	May 24, 2013	Dec. 31, 2012	Jun. 30, 2013 Senior notes due 2018	Dec. 31, 2012 Senior notes due 2018	May 24, 2013 Energy Solutions Inc.	May 24, 2013 Energy Solutions Inc. Common Stock	May 24, 2013 Energy Solutions Inc. Employee incentives and related payroll taxes	May 24, 2013 Energy Solutions Inc. Professional and consulting fees	May 24, 2013 Energy Capital Partners II, LP	May 24, 2013 Rockwell Holdco, Inc Energy Solutions Inc.	May 24, 2013 Rockwell Holdco, Inc Energy Solutions Inc. Amount paid on behalf of acquiree	May 24, 2013 Rockwell Holdco, Inc Energy Solutions Inc. Amount capitalized as debt issuance cost
Business Acquisition [Line Items]
Ownership interest of parent company by another entity										100.00%
Conversion price of shares (in dollars per share)											$ 4.15
Interest rate on senior notes				10.75%	10.75%
Common stock, shares authorized	100	1,000,000,000	1,000,000,000
Preferred stock, shares authorized	0	100,000,000
Acquisition purchase price						$ 383.2
Stock repurchased during period (in shares)							1,800,000
Stock repurchased during period							7.3
Merger transaction related costs paid												10.9	3.1
Merger transaction related costs expensed						$ 32.6		$ 21.0	$ 11.6

XML

Joint Ventures

6 Months Ended

Jun. 30, 2012

Equity Method Investments and Joint Ventures [Abstract]

Joint Ventures

Joint Ventures

We use the equity method of accounting for our unconsolidated joint ventures. Under the equity method, we recognize our proportionate share of the net earnings of these joint ventures as a single line item under "Equity in income of unconsolidated joint ventures" in our condensed consolidated statements of operations and comprehensive income (loss). In accordance with authoritative guidance, we analyzed all of our joint ventures and classified them into two groups: (a) joint ventures that must be consolidated because we hold the majority voting interest, or because they are VIEs of which we are the primary beneficiary; and (b) joint ventures that do not need to be consolidated because we hold only a minority voting or other ownership interest, or because they are VIEs of which we are not the primary beneficiary. For the six month period ended June 30, 2013, we performed an assessment of our joint ventures and concluded that no unconsolidated joint ventures should be consolidated and that no consolidated joint ventures should be deconsolidated.

The table below presents unaudited financial information, for our unconsolidated joint ventures (in thousands):

	As of		As of
	June 30, 2013		December 31, 2012
Current assets	$	52,338	$	49,979
Current liabilities	27,499		25,127

	For The Three Month					For The Six Month
	Period Ended					Period Ended
	June 30,					June 30,
	2013			2012		2013		2012
Revenue	$	32,241		$	47,234	$	58,747	$	70,953
Gross profit	570			6,234		3,136		8,317
Net income	413			6,195		2,688		8,104
Net income (loss) attributable to EnergySolutions	(98		)	2,406		578		3,136

For the six month periods ended June 30, 2013 and 2012, we received $1.0 million and $0.8 million, respectively, in cash dividend distributions from our unconsolidated joint ventures.

XML

Facility and Equipment Decontamination and Decommissioning (Tables)

6 Months Ended

Jun. 30, 2013

Asset Retirement Obligation Disclosure [Abstract]

Schedule of facility and equipment D&D liabilities

Our facility and equipment D&D liabilities consist of the following (in thousands):

	June 30, 2013			December 31, 2012
Facilities and equipment ARO—Zion Station	$	479,102		$	553,302
Facilities and equipment ARO—Clive, UT	29,758			29,300
Facilities and equipment ARO—other	35,307			35,757
Total facilities and equipment ARO	544,167			618,359
Barnwell Closure	4,803			5,845
	548,970			624,204
Less: current portion	(121,986		)	(138,757		)
	$	426,984		$	485,447

Rollforward of facilities and equipment ARO

The following is a rollforward of our facilities and equipment ARO liabilities (in thousands):

	June 30, 2013			December 31, 2012
Beginning Balance as of January 1	$	618,359		$	750,649
Liabilities incurred	238			187
Liabilities settled	(87,586		)	(159,776		)
Accretion expense	13,156			30,017
ARO estimate adjustments	—			(2,718		)
Ending liability	$	544,167		$	618,359

Schedule of the cash D&D deposits available exclusively to fund closure and post-closure obligations related to the entity's AROs

The following table presents a summary of the D&D cash deposits available exclusively to fund closure and post-closure obligations related to our ARO liabilities (in thousands):

	June 30, 2013		December 31, 2012
Zion Station plant—restricted cash(1)(2)	$	200,000	$	200,000
Clive, Utah facility—restricted cash(2)	97,633		85,606
Tennessee facilities—escrow account(3)	5,569		13,363
Barnwell, South Carolina facility—trust fund	4,804		5,845
Others—restricted cash	637		662

__________________________________

(1) In connection with the execution of the Exelon Agreements, and in fulfillment of NRC regulations, we secured a $200.0 million letter of credit facility to further support the D&D activities at Zion Station. This letter of credit is cash-collateralized with proceeds obtained from our senior secured credit facility.

(2) Letters of credit issued against our deposit restricted cash account are 101% cash collateralized pursuant to our senior secured credit facility.

(3) To fund our obligation to clean and remediate our Tennessee facilities and equipment, we have also purchased insurance policies.

XML

Joint Ventures (Details) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012	Dec. 31, 2012
Equity Method Investments and Joint Ventures [Abstract]
Number of groups into which joint ventures are classified			2
Joint Ventures
Net income (loss) attributable to EnergySolutions	$ (98,000)	$ 2,406,000	$ 578,000	$ 3,136,000
Unconsolidated joint ventures
Joint Ventures
Current assets	52,338,000		52,338,000		49,979,000
Current liabilities	27,499,000		27,499,000		25,127,000
Revenue	32,241,000	47,234,000	58,747,000	70,953,000
Gross profit	570,000	6,234,000	3,136,000	8,317,000
Net income	413,000	6,195,000	2,688,000	8,104,000
Net income (loss) attributable to EnergySolutions	(98,000)	2,406,000	578,000	3,136,000
Proceeds in cash dividend distributions from unconsolidated joint ventures			$ 1,000,000	$ 800,000

XML

Senior Credit Facilities and Senior Notes

6 Months Ended

Jun. 30, 2013

Debt Disclosure [Abstract]

Senior Credit Facilities and Senior Notes

Senior Credit Facilities and Senior Notes

Our outstanding long-term debt consists of the following (in thousands):

	June 30, 2013			December 31, 2012
Term loan facilities due through 2016(1)	$	510,407		$	527,000
Term loan unamortized discount	(7,461		)	(8,741		)
Senior notes, 10.75% due through 2018	300,000			300,000
Senior notes unamortized discount	(2,886		)	(3,090		)
Revolving credit facility	—			—
Total debt	800,060			815,169
Less: current portion	(135,407		)	(16,592		)
Total long-term debt	$	664,653		$	798,577

___________________________________

(1) The variable interest rate on borrowings under our senior secured credit facility was 6.75% as of June 30, 2013 and 6.25% as of December 31, 2012.

On August 13, 2010, the Company entered into a senior secured credit facility with JPMorgan Chase Bank, N.A., as the administrative agent and collateral agent, consisting of a senior secured term loan in an aggregate principal amount of $560.0 million at a discount rate of 2.5% and a senior secured revolving credit facility with availability of $105.0 million, of which $63.8 million was used to fund letters of credit issued as of June 30, 2013. Borrowings of $310.5 million and $310.6 million were held in a restricted cash account as collateral for the Company’s reimbursement obligations with respect to deposit letters of credit for each of the periods ended June 30, 2013 and December 31, 2012.

On February 15, 2013, we entered into Amendment No. 2 to the Credit Agreement and Consent and Waiver (the "Loan Amendment"). The Loan Amendment became effective on May 24, 2013 upon the consummation of the Merger. Pursuant to the Loan Amendment, the lenders and the administrative agent consented to i) a waiver of the change of control provisions and certain other covenants and provisions under the senior secured credit facility; ii) any repayment of our 10.75% Senior Notes due 2018, provided that any payments are funded from equity contributions made to us by ECP or its affiliates; iii) an extension to the maturity date of our senior secured revolving credit facility, subject to certain conditions and acceptance by the extending revolving lenders; and iv) 1% prepayment premium if any senior secured term loans are refinanced prior to the date that is one year following the execution date of the Loan Amendment. We incurred $6.1 million of debt financing fees in connection with the Loan Amendment all of which were capitalized and are included in other noncurrent assets within the condensed consolidated balance sheet as of June 30, 2013. Parent paid directly to the lenders $3.1 million of these debt financing fees. For the six month period ended June 30, 2013, we also incurred $7.0 million of lead arranger banker fees with respect to the Loan Amendment, all of which were included in other income (expense), net, within the condensed consolidated statement of operations and comprehensive income (loss). Parent paid $4.3 million of these lead arranger banker fees.

Borrowings under the senior secured credit facility bear interest at a rate equal to: (a) Adjusted LIBOR plus 5.00% (subject to a LIBOR floor of 1.75%), or ABR plus 4.00% in the case of the senior secured term loan; (b) Adjusted LIBOR plus 4.50% (subject to a LIBOR floor of 1.75%), or ABR plus 3.50% in the case of the senior secured revolving credit facility, and (c) a per annum fee equal to the spread over Adjusted LIBOR under the senior secured revolving credit facility, along with a fronting fee and issuance and administration fees in the case of revolving letters of credit. On May 24, 2013, upon the closing of the Merger and pursuant the Loan Amendment, the interest rate on our senior secured credit facility was increased by 0.5%.

The senior secured term loan amortizes in equal quarterly installments of $1.3 million payable on the last day of each calendar quarter with the balance being payable on August 13, 2016. In addition to the scheduled repayments, we are required to prepay borrowings under the senior secured credit facility with (1) 100% of the net cash proceeds received from non-ordinary course asset sales or other dispositions, or as a result of a casualty or condemnation, subject to reinvestment provisions and other customary adjustments, (2) 100% of the net proceeds received from the issuance of debt obligations other than certain permitted debt obligations, (3) 50% of excess cash flow (as defined in the senior secured credit facility), if the leverage ratio is equal to or greater than 3.0 to 1.0, or 25% of excess cash flow if the leverage ratio is less than 3.0 to 1.0 but greater than 1.0 to 1.0, reduced by the aggregate amount of optional prepayments of senior secured term loan made during the applicable fiscal year. If the leverage ratio is equal to or less than 1.0 to 1.0, we are not required to prepay the senior secured term loan. The excess cash flow calculations (as defined in the senior secured credit facility), are prepared annually as of the last day of each fiscal year. Prepayments of debt resulting from the excess cash flow calculations are due annually 5 days after the date that the Annual Report on Form 10-K for such fiscal year is filed with the SEC. Each optional and mandatory prepayment is applied first, in direct order of maturities, to the next four scheduled principal repayment installments of the senior secured term loan and second, to the other principal repayment installments of senior secured term loans on a pro rata basis.

Upon completion of the Merger Transaction and pursuant to the Loan Amendment we are required to reduce our debt with respect to our senior secured term loans and our 10.75% Senior Notes due 2018, to $675.0 million or less within 150 days. As of June 30, 2013, the aggregate outstanding principal amount of our debt was $810.4 million. As such, as of June 30, 2013, we had a mandatory principal repayment $135.4 million due by October 21, 2013. We expect to fund this payment with our cash flows from operations and a shortfall, if any, will be funded by equity contributions to the Company by ECP or its affiliates. During the six month period ended June 30, 2013, we made principal debt payments totaling $16.6 million. On August 6, 2013 we also made a $35.0 million principal debt payment on our term loan.

The senior secured credit facility requires the Company to maintain a leverage ratio (based upon the ratio of indebtedness for money borrowed to consolidated adjusted EBITDA, as defined in the senior secured credit facility) and an interest coverage ratio (based upon the ratio of consolidated adjusted EBITDA to consolidated cash interest expense), both of which are calculated quarterly. Failure to comply with these financial ratio covenants would result in an event of default under the senior secured credit facility and, absent a waiver or an amendment from the lenders, preclude us from making further borrowings under the senior secured credit facility and permit the lenders to accelerate repayment of all outstanding borrowings under the senior secured credit facility. Based on the formulas set forth in the senior secured credit facility, we are required to maintain a maximum total leverage ratio of 4.0 for the quarter ending June 30, 2013, which is reduced by 0.25 on an annual basis through the maturity date. We are required to maintain a minimum cash interest coverage ratio of 2.00 from the quarter ended June 30, 2013 through the quarter ended September 30, 2014 and 2.25 through the maturity date. As of June 30, 2013, our total leverage and cash interest coverage ratios were 3.07 and 2.53 respectively. Pursuant to the Loan Amendment, the definition of change of control and reporting requirements under the senior secured credit facility were amended.

The senior secured credit facility also contains a number of affirmative and restrictive covenants including limitations on mergers, consolidations and dissolutions, sales of assets, investments and acquisitions, indebtedness, liens, affiliate transactions, and dividends and restricted payments. Under the senior secured credit facility, we are permitted maximum annual capital expenditures of $40.0 million for 2013 and each year thereafter, plus for each year the lesser of (1) a one year carryforward of the unused amount from the previous fiscal year and (2) 50% of the amount permitted for capital expenditures in the previous fiscal year. The senior secured credit facility contains events of default for non-payment of principal and interest when due, a cross-default provision with respect to other indebtedness having an aggregate principal amount of at least $5.0 million and an event of default that would be triggered by a change of control, as defined in the senior secured credit facility. Capital expenditures for the six month period ended June 30, 2013 were $6.4 million. As of June 30, 2013, we were in compliance with all of the covenants under our senior secured credit facility.

The obligations under the senior secured credit facility are secured by a lien on substantially all of the assets of the Company and each of the Company’s domestic subsidiary guarantors, including a pledge of equity interests with the exception of the equity interests in our ZionSolutions subsidiary, which includes investments in the NDT fund of approximately $510.7 million as of June 30, 2013, and other special purpose subsidiaries, whose organizational documentation prohibits or limits such pledge.

On August 13, 2010, we completed a $300.0 million private offering of 10.75% senior notes at a discount rate of 1.3%. The senior notes are governed by an indenture among EnergySolutions and Wells Fargo Bank, National Association, as trustee. Interest on the senior notes is payable semiannually in arrears on February 15 and August 15 of each year beginning on February 15, 2011. The senior notes rank in equal right of payment to all existing and future senior debt and senior in right of payment to all future subordinated debt. In May 2011, we filed a registration statement under the Securities Act, pursuant to a registration rights agreement entered into in connection with the senior notes offering. The SEC declared the registration statement relating to the exchange offer effective on May 27, 2011, and the exchange of the registered senior notes for the unregistered senior notes was consummated on May 31, 2011. We did not receive any proceeds from the exchange offer transaction.

At any time prior to August 15, 2014, we are entitled to redeem all or a portion of the senior notes at a redemption price equal to 100% of the principal amount of the senior notes plus an applicable make-whole premium, as of, and accrued and unpaid interest to, the redemption date. In addition, prior to August 15, 2013, we may redeem up to 35% of the aggregate principal amount of the senior notes with the net cash proceeds from certain public equity offerings at a redemption price of 110.75% of the principal amount, plus accrued and unpaid interest to the date of redemption. In addition, on or after August 15, 2014, we may redeem all or a portion of the senior notes at the following redemption prices during the 12-month period commencing on August 15 of the years set forth below, plus accrued and unpaid interest to the redemption date.

Period	Redemption Price
2014	105.375	%
2015	102.688	%
2016 and thereafter	100.000	%

The senior notes are guaranteed on a senior unsecured basis by all of our domestic restricted subsidiaries that guarantee the senior secured credit facility. The senior notes and related guarantees are effectively subordinated to our secured obligations, including the senior secured credit facility and related guarantees, to the extent of the value of assets securing such debt. The senior notes are structurally subordinated to all liabilities of each of our subsidiaries that do not guarantee the senior notes. If a change of control of the Company occurs, each holder will have the right to require that we purchase all or a portion of such holder’s senior notes at a purchase price of 101% of the principal amount, plus accrued and unpaid interest to the date of the purchase. The indenture contains, among other things, certain covenants limiting our ability and the ability of one restricted subsidiary to incur or guarantee additional indebtedness, pay dividends or make other restricted payments, make certain investments, create or incur liens, sell assets and subsidiary stock, transfer all or substantially all of our assets, or enter into a merger or consolidation transactions, and enter into transactions with affiliates.

Each subsidiary co-issuer and guarantor of our senior notes is exempt from reporting under the Exchange Act, pursuant to Rule 12h-5 under the Exchange Act, as the subsidiary co-issuer and each of the subsidiary guarantors is 100% owned by us, and the obligations of the co-issuer and the guarantees of our subsidiary guarantors are full and unconditional and joint and several. There are no significant restrictions on our ability or any subsidiary guarantor to obtain funds from its subsidiaries.

During the six month periods ended June 30, 2013 and 2012, we made cash interest payments totaling $35.4 million and $34.2 million, respectively, related to our outstanding debt obligations as of those dates.

XML

Fair Value Measurements

6 Months Ended

Jun. 30, 2012

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

We have implemented the accounting requirements for financial assets, financial liabilities, non-financial assets and non-financial liabilities reported or disclosed at fair value. The requirements define fair value, establish a three level hierarchy for measuring fair value in GAAP, and expand disclosures about fair value measurements. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that a company has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the assets or liabilities.

This hierarchy requires us to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while we believe our valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. Assets are classified in their entirety based on the lowest level of input that is significant to their fair value measurement.

The carrying value of accounts receivable, costs, and estimated earnings in excess of billings on uncompleted contracts, prepaid assets, accounts payable, and accrued expenses approximate their fair value principally because of the short-term nature of these assets and liabilities.

The fair market value of our term loan is estimated utilizing market quotations for debt that have quoted prices in active markets. Since our term loan does not trade on a daily basis in an active market, the fair value estimates are based on market observable inputs based on borrowing rates currently available for debt with similar terms and average maturities and is categorized as Level 2. The fair value of our term loan is calculated by taking the mid-point of the trading prices and multiplying it by the outstanding principal balance of our term loan. The fair market value of our term loan was approximately $517.4 million as of June 30, 2013 and $508.6 million as of December 31, 2012. The carrying value of our term loan was $510.4 million as of June 30, 2013 and $527.0 million as of December 31, 2012.

In the case of our senior notes, we estimate fair value based on quoted market prices from active markets as they are publicly traded and are categorized as Level 1. As of June 30, 2013 and December 31, 2012, we had outstanding senior notes obligations with a carrying amount of $300.0 million, respectively, with a fair market value of approximately $325.5 million as of June 30, 2013 and $283.5 million as of December 31, 2012.

The following table presents the NDT fund investments measured at fair value (in thousands):

	As of June 30, 2013								As of December 31, 2012
	Total Investments at Fair Value		Quoted Prices in Active Markets for Identical Assets Level 1		Significant Other Observable Inputs Level 2		Significant Unobservable Inputs Level 3		Total Investments at Fair Value		Quoted Prices in Active Markets for Identical Assets Level 1		Significant Other Observable Inputs Level 2		Significant Unobservable Inputs Level 3 (revised)
Assets
Cash	$	326	$	326	$	—	$	—	$	—	$	—	$	—	$	—
Receivables for securities sold	5,433		5,433		—		—		7,422		7,422		—		—
Investments
Cash and cash equivalents	28,556		28,556		—		—		23,686		23,686		—		—
Fixed income securities(1)	362,434		132,636		229,798		—		446,096		125,605		320,491		—
Equity securities(2)	425		425		—		—		14,305		14,305		—		—
Direct lending securities(3)	113,511		—		—		113,511		102,443		—		—		102,443
Units of participation(4)	—		—		—		—		4,544		—		4,544		—
Total investments	504,926		161,617		229,798		113,511		591,074		163,596		325,035		102,443
Net assets held by the NDT fund	$	510,685	$	167,376	$	229,798	$	113,511	$	598,496	$	171,018	$	325,035	$	102,443

_____________________________

(1) For fixed income securities, multiple prices from pricing services are obtained from pricing vendors whenever possible, which enables cross- provider validations in addition to checks for unusual daily movements. A primary price source is identified based on asset type, class or issue for each security. The trustee monitors prices supplied by pricing services and may use a supplemental price source or change the primary price source of a given security if the portfolio managers challenge an assigned price and the trustee determines that another price source is considered to be preferable. U.S. Treasury securities are categorized as Level 1 because they trade in a highly liquid and transparent market. Investments with maturities of three months or less when purchased, including certain short-term fixed income securities, are considered cash equivalents and are also categorized as Level 1. The fair values of fixed income securities, excluding U.S. Treasury securities, are based on evaluated prices that reflect observable market information, such as actual trade information or similar securities, adjusted for observable differences and are categorized in Level 2.

(2) With respect to individually held equity securities, the trustee obtains prices from pricing services, whose prices are obtained from direct feeds from market exchanges. The fair values of equity securities held directly by the trust fund are based on quoted prices in active markets and are categorized in Level 1. Equity securities held individually are primarily traded on the New York Stock Exchange and NASDAQ Global Select Market, which contain only actively traded securities due to the volume trading requirements imposed by these national securities exchanges.

(3) Direct lending securities are investments in managed funds that invest in private companies for long-term capital appreciation. The fair value of these securities is determined using either an enterprise value model or a bond valuation model. The enterprise value model develops valuation estimates based on valuations of comparable public companies, recent sales of private and public companies, discounting the forecasted cash flows of the portfolio company, estimating the liquidation or collateral value of the portfolio company or its assets, considering offers from third parties to buy the portfolio company, its historical and projected financial results, as well as other factors that may impact value. Significant judgment is required in the applications of discounts or premiums applied to the prices of comparable companies for factors such as size, marketability and relative performance. Under the bond valuation model, expected future cash flows are discounted using a discount rate. The discount rate is composed of a market based rate for similar credits in the public market and an internal credit rate based on the underlying risk of the credit. Investments in direct lending funds are categorized as Level 3 because the fair value of these securities is based largely on inputs that are unobservable and also utilize complex valuation models. Investments in direct lending securities typically cannot be redeemed until maturity of the term loan.

Management determines the value of Level 3 investments by considering third party valuations and have concluded that quantitative information about significant unobservable inputs used in valuing these investments is not reasonably available. This includes information regarding the sensitivity of the fair values to changes in the unobservable inputs. We obtain annual valuations from the fund managers and gain an understanding of the inputs and assumptions used in preparing the valuations. We also conclude on the reasonableness of the fair value of these investments. We obtain quarterly reports from the fund managers and review for consistency and reasonableness with regards to the valuations of these investments that were analyzed at the most recent year-end.

(4) Units of participation, which are similar to mutual funds, are maintained by investment companies and hold certain investments in accordance with stated fund objectives. The fair values of short-term commingled funds held within the trust funds, which generally hold short-term fixed income securities and are not subject to restrictions regarding the purchase or sale of shares, are derived from observable prices. Units of participation are categorized as Level 2 because the fair value of these securities is based primarily on observable prices of the underlying securities.

The following table presents the rollforward for Level 3 assets and liabilities measured at fair value on a recurring basis (in thousands):

Direct Lending Securities	June 30, 2013			December 31, 2012
Beginning balance	$	102,443		$	61,998
Purchases and issuances	26,033			82,285
Sales, dispositions and settlements	(18,338		)	(39,706		)
Realized gains and losses	104			(2,940		)
Change in unrealized gains and losses	3,269			806
Ending balance	$	113,511		$	102,443

XML

Description of Business

6 Months Ended

Jun. 30, 2013

Description of Business

Description of Business

Description of Business

References herein to "EnergySolutions," the "Company," "we," "us" or "our" refer to EnergySolutions, Inc. and its consolidated subsidiaries unless the context otherwise requires.

EnergySolutions, Inc., a Delaware corporation, provides a broad range of services both nationally and internationally, including (i) on-site decontamination and decommissioning ("D&D") services to commercial customers such as power and utility companies, pharmaceutical companies, research laboratories, universities, industrial facilities, state agencies and other commercial entities that are involved with nuclear materials; (ii) management and operation or clean-up of facilities with radioactive materials to government customers such as departments and administrations within the United States (the "U.S.") Department of Energy ("DOE") and U.S. Department of Defense ("DOD"); (iii) logistics, transportation, processing and disposal of radioactive waste at our facility in Clive, Utah, our four facilities in Tennessee, or our two facilities in Barnwell, South Carolina; and (iv) comprehensive long-term stewardship D&D work for shut-down nuclear power plants and similar operations. We also provide turn-key services such as water treatment and sell other products and technologies to utilities in the U.S. and abroad. Our international operations derive revenue primarily through contracts with the Nuclear Decommissioning Authority ("NDA") in the United Kingdom ("U.K.") to operate, manage and decommission ten Magnox sites with 22 nuclear reactors.

We report our results through two major operating groups: the Government Group and the Global Commercial Group. The Global Commercial Group reports its results under three separate operating business divisions: Commercial Services ("CS"), Logistics, Processing and Disposal ("LP&D") and International.

XML

Guarantor and Non-Guarantor Financial Information (Details) (USD $)	3 Months Ended				6 Months Ended
	Jun. 30, 2013		Jun. 30, 2012		Jun. 30, 2013		Jun. 30, 2012
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
Revenue	$ 411,038,000	[1],[2]	$ 392,621,000	[1],[2]	$ 937,246,000	[1],[2]	$ 883,313,000	[1],[2]
Cost of revenue	(363,641,000)		(356,718,000)		(843,429,000)		(815,730,000)
Gross profit	47,397,000		35,903,000		93,817,000		67,583,000
Selling, general and administrative expenses	(69,397,000)		(34,220,000)		(101,618,000)		(67,882,000)
Equity in income (loss) of unconsolidated joint ventures	(98,000)		2,406,000		578,000		3,136,000
Income (loss) from operations	(22,098,000)	[2],[3]	4,089,000	[2],[3]	(7,223,000)	[2],[3]	2,837,000	[2],[3]
Interest expense	(18,798,000)		(17,495,000)		(37,443,000)		(35,186,000)
Income (loss) from subsidiaries	0		0		0		0
Other, net	(13,610,000)		15,443,000		(11,499,000)		33,725,000
Income (loss) before income taxes and noncontrolling interests	(54,506,000)		2,037,000		(56,165,000)		1,376,000
Provision for income taxes	(2,726,000)		3,370,000		(9,265,000)		3,366,000
Net income (loss)	(57,232,000)		5,407,000		(65,430,000)		4,742,000
Less: net income attributable to noncontrolling interests	2,000		37,000		0		33,000
Net income (loss) attributable to EnergySolutions	(57,230,000)		5,444,000		(65,430,000)		4,775,000
Other comprehensive income (loss):
Net income (loss)	(57,232,000)		5,407,000		(65,430,000)		4,742,000
Foreign currency translation adjustments, net of taxes	(266,000)		(4,464,000)		(8,953,000)		1,380,000
Change in unrecognized actuarial loss	3,000		(185,000)		(475,000)		(32,000)
Other comprehensive income (loss), net of taxes	(57,495,000)		758,000		(74,858,000)		6,090,000
Less: net loss attributable to noncontrolling interests	2,000		37,000		0		33,000
Comprehensive income (loss) attributable to EnergySolutions	(57,493,000)		795,000		(74,858,000)		6,123,000
Energy Solutions, Inc.
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
Revenue	0		0		0		0
Cost of revenue	0		0		0		0
Gross profit	0		0		0		0
Selling, general and administrative expenses	0		0		0		0
Equity in income (loss) of unconsolidated joint ventures	0		0		0		0
Income (loss) from operations	0		0		0		0
Interest expense	0		0		0		0
Income (loss) from subsidiaries	(56,228,000)		346,000		(62,464,000)		(5,023,000)
Other, net	0		0		0		0
Income (loss) before income taxes and noncontrolling interests	(56,228,000)		346,000		(62,464,000)		(5,023,000)
Provision for income taxes	(1,002,000)		5,098,000		(2,966,000)		9,798,000
Net income (loss)	(57,230,000)		5,444,000		(65,430,000)		4,775,000
Less: net income attributable to noncontrolling interests	0		0		0		0
Net income (loss) attributable to EnergySolutions	(57,230,000)		5,444,000		(65,430,000)		4,775,000
Other comprehensive income (loss):
Net income (loss)	(57,230,000)		5,444,000		(65,430,000)		4,775,000
Foreign currency translation adjustments, net of taxes	0		0		0		0
Change in unrecognized actuarial loss	0		0		0		0
Other comprehensive income (loss), net of taxes	(57,230,000)		5,444,000		(65,430,000)		4,775,000
Less: net loss attributable to noncontrolling interests	0		0		0		0
Comprehensive income (loss) attributable to EnergySolutions	(57,230,000)		5,444,000		(65,430,000)		4,775,000
EnergySolutions, LLC
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
Revenue	17,380,000		13,240,000		28,655,000		24,795,000
Cost of revenue	(4,004,000)		(8,757,000)		(11,199,000)		(17,628,000)
Gross profit	13,376,000		4,483,000		17,456,000		7,167,000
Selling, general and administrative expenses	(49,483,000)		(23,133,000)		(66,975,000)		(45,138,000)
Equity in income (loss) of unconsolidated joint ventures	0		0		0		0
Income (loss) from operations	(36,107,000)		(18,650,000)		(49,519,000)		(37,971,000)
Interest expense	(15,159,000)		(14,234,000)		(30,349,000)		(28,487,000)
Income (loss) from subsidiaries	(879,000)		33,145,000		23,893,000		61,260,000
Other, net	(4,083,000)		85,000		(6,489,000)		175,000
Income (loss) before income taxes and noncontrolling interests	(56,228,000)		346,000		(62,464,000)		(5,023,000)
Provision for income taxes	0		0		0		0
Net income (loss)	(56,228,000)		346,000		(62,464,000)		(5,023,000)
Less: net income attributable to noncontrolling interests	0		0		0		0
Net income (loss) attributable to EnergySolutions	(56,228,000)		346,000		(62,464,000)		(5,023,000)
Other comprehensive income (loss):
Net income (loss)	(56,228,000)		346,000		(62,464,000)		(5,023,000)
Foreign currency translation adjustments, net of taxes	0		(4,464,000)		0		1,380,000
Change in unrecognized actuarial loss	0		(185,000)		0		(32,000)
Other comprehensive income (loss), net of taxes	(56,228,000)		(4,303,000)		(62,464,000)		(3,675,000)
Less: net loss attributable to noncontrolling interests	0		0		0		0
Comprehensive income (loss) attributable to EnergySolutions	(56,228,000)		(4,303,000)		(62,464,000)		(3,675,000)
Guarantor Subsidiaries
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
Revenue	94,508,000		91,682,000		191,403,000		187,478,000
Cost of revenue	(76,823,000)		(70,538,000)		(156,900,000)		(160,511,000)
Gross profit	17,685,000		21,144,000		34,503,000		26,967,000
Selling, general and administrative expenses	(13,715,000)		(5,950,000)		(23,690,000)		(13,169,000)
Equity in income (loss) of unconsolidated joint ventures	(98,000)		2,406,000		578,000		3,136,000
Income (loss) from operations	3,872,000		17,600,000		11,391,000		16,934,000
Interest expense	0		0		0		0
Income (loss) from subsidiaries	0		0		0		0
Other, net	3,000		1,255,000		166,000		1,244,000
Income (loss) before income taxes and noncontrolling interests	3,875,000		18,855,000		11,557,000		18,178,000
Provision for income taxes	0		0		0		0
Net income (loss)	3,875,000		18,855,000		11,557,000		18,178,000
Less: net income attributable to noncontrolling interests	0		0		0		0
Net income (loss) attributable to EnergySolutions	3,875,000		18,855,000		11,557,000		18,178,000
Other comprehensive income (loss):
Net income (loss)	3,875,000		18,855,000		11,557,000		18,178,000
Foreign currency translation adjustments, net of taxes	0		0		0		0
Change in unrecognized actuarial loss	0		0		0		0
Other comprehensive income (loss), net of taxes	3,875,000		18,855,000		11,557,000		18,178,000
Less: net loss attributable to noncontrolling interests	0		0		0		0
Comprehensive income (loss) attributable to EnergySolutions	3,875,000		18,855,000		11,557,000		18,178,000
Non-Guarantor Subsidiaries
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
Revenue	314,997,000		292,116,000		746,049,000		690,208,000
Cost of revenue	(298,661,000)		(281,840,000)		(704,191,000)		(656,759,000)
Gross profit	16,336,000		10,276,000		41,858,000		33,449,000
Selling, general and administrative expenses	(6,199,000)		(5,137,000)		(10,953,000)		(9,575,000)
Equity in income (loss) of unconsolidated joint ventures	0		0		0		0
Income (loss) from operations	10,137,000		5,139,000		30,905,000		23,874,000
Interest expense	(3,639,000)		(3,261,000)		(7,094,000)		(6,699,000)
Income (loss) from subsidiaries	0		0		0		0
Other, net	(9,530,000)		14,103,000		(5,176,000)		32,306,000
Income (loss) before income taxes and noncontrolling interests	(3,032,000)		15,981,000		18,635,000		49,481,000
Provision for income taxes	(1,724,000)		(1,728,000)		(6,299,000)		(6,432,000)
Net income (loss)	(4,756,000)		14,253,000		12,336,000		43,049,000
Less: net income attributable to noncontrolling interests	2,000		37,000		0		33,000
Net income (loss) attributable to EnergySolutions	(4,754,000)		14,290,000		12,336,000		43,082,000
Other comprehensive income (loss):
Net income (loss)	(4,756,000)		14,253,000		12,336,000		43,049,000
Foreign currency translation adjustments, net of taxes	(266,000)		(4,464,000)		(8,953,000)		1,380,000
Change in unrecognized actuarial loss	3,000		(185,000)		(475,000)		(32,000)
Other comprehensive income (loss), net of taxes	(5,019,000)		9,604,000		2,908,000		44,397,000
Less: net loss attributable to noncontrolling interests	2,000		37,000		0		33,000
Comprehensive income (loss) attributable to EnergySolutions	(5,017,000)		9,641,000		2,908,000		44,430,000
Eliminations
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
Revenue	(15,847,000)		(4,417,000)		(28,861,000)		(19,168,000)
Cost of revenue	15,847,000		4,417,000		28,861,000		19,168,000
Gross profit	0		0		0		0
Selling, general and administrative expenses	0		0		0		0
Equity in income (loss) of unconsolidated joint ventures	0		0		0		0
Income (loss) from operations	0		0		0		0
Interest expense	0				0
Income (loss) from subsidiaries	57,107,000		(33,491,000)		38,571,000		(56,237,000)
Other, net	0		0		0		0
Income (loss) before income taxes and noncontrolling interests	57,107,000		(33,491,000)		38,571,000		(56,237,000)
Provision for income taxes	0		0		0		0
Net income (loss)	57,107,000		(33,491,000)		38,571,000		(56,237,000)
Less: net income attributable to noncontrolling interests	0		0		0		0
Net income (loss) attributable to EnergySolutions	57,107,000		(33,491,000)		38,571,000		(56,237,000)
Other comprehensive income (loss):
Net income (loss)	57,107,000		(33,491,000)		38,571,000		(56,237,000)
Foreign currency translation adjustments, net of taxes	0		4,464,000		0		(1,380,000)
Change in unrecognized actuarial loss	0		185,000		0		32,000
Other comprehensive income (loss), net of taxes	57,107,000		(28,842,000)		38,571,000		(57,585,000)
Less: net loss attributable to noncontrolling interests	0		0		0		0
Comprehensive income (loss) attributable to EnergySolutions	$ 57,107,000		$ (28,842,000)		$ 38,571,000		$ (57,585,000)

[1] We eliminate intersegment revenue in consolidation. Intersegment revenue for the three month periods ended June 30, 2013, and 2012 was $4.6 million and $5.9 million, respectively. Intersegment revenue for the six month periods ended June 30, 2013, and 2012 was $10.1 million and $13.3 million, respectively. Revenue by segment represent revenue earned based on third-party billings to customers.

[2] Results of our operations for services provided to our customers in Canada, Asia and Europe are included in our are included in our International division.

[3] For the three month period ended June 30, 2013, we recorded a $0.1 million loss from our unconsolidated joint ventures of which $0.6 million loss is attributable to our LP&D operations and $0.5 million income is attributable to the Government Group. For the three month period ended June 30, 2012, we recorded $2.4 million of income from our unconsolidated joint ventures of which $0.1 loss is attributable to LP&D operations and $2.3 million income is attributable to the Government group. For the six month period ended June 30, 2013, we recorded a $0.6 million income from our unconsolidated joint ventures of which 0.8 million loss is attributable to our LP&D operations and $1.4 million income is attributable to the Government Group. For the six month period ended June 30, 2012, we recorded $3.1 million of income from our unconsolidated joint ventures of which $54,282 loss is attributable to LP&D operations and $3.1 million income is attributable to the Government Group.

XML

Equity-Based Compensation (Details) (USD $)	3 Months Ended		6 Months Ended			3 Months Ended		6 Months Ended	3 Months Ended		6 Months Ended			3 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012	Dec. 31, 2012	Jun. 30, 2013 Energy Solutions Inc.	Jun. 30, 2013 Stock options	Jun. 30, 2013 Stock options	Jun. 30, 2013 Phantom Stock	Jun. 30, 2012 Phantom Stock	Jun. 30, 2013 Phantom Stock	Jun. 30, 2012 Phantom Stock	Dec. 31, 2012 Phantom Stock	Jun. 30, 2013 Rockwell Plan	May 22, 2013 Rockwell Plan
Equity-Based Compensation
Aggregate number of shares of common stock that may be issued pursuant to awards granted under the plan															36,087
Options issued under the plan														34,867
Fair Value Assumptions of Options under Black‑Scholes Model [Abstract]
Expected volatility rate														72.20%
Risk free interest rate														1.39%
Expected term														6 years 6 months
Non-cash compensation expense	$ 3,000,000	$ 2,100,000	$ 3,500,000	$ 2,700,000			$ 400,000	$ 400,000	$ 18,200,000	$ 200,000	$ 19,800,000	$ 900,000
Unrecognized compensation expense							22,500,000	22,500,000
Recognition period of unrecognized compensation expense								4 years 9 months 50 days
Payments to grant holders due to the change in control provision						21,000,000
Accrued expenses and other current liabilities	$ 212,571,000		$ 212,571,000		$ 193,546,000				$ 9,900,000		$ 9,900,000		$ 2,500,000

XML

Restructuring (Tables)

6 Months Ended

Jun. 30, 2013

Restructuring and Related Activities [Abstract]

Schedule of reconciliation of the beginning and ending liability balances related to the Magnox employee termination benefits

The following is a reconciliation of the beginning and ending liability balances related to the Magnox employee termination benefits (in thousands):

	June 30, 2013			December 31, 2012
Beginning liability	$	5,695		$	32,659
Additions	55,555			—
Payments	(7,610		)	(27,888		)
Effect of exchange rate	1,376			924
Ending liability	55,016			5,695
Less current portion	(28,208		)	—
	$	26,808		$	5,695

XML

Income Taxes

6 Months Ended

Jun. 30, 2013

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

We recognized income tax expense of $9.3 million and an income tax benefit of $3.4 million for the six month periods ended June 30, 2013 and 2012, respectively, for year-to-date effective rates of negative 16.5% and negative 238.9%, respectively, based on an estimated annual effective tax rate method. Income tax expense arises from income in certain jurisdictions in the U.K. and for the Zion NDT fund. No benefits from losses in the U.S. and other jurisdictions in the U.K. are available to offset tax expense due to their respective full valuation allowance positions.

The 2013 effective tax rate differs from the statutory rate of 35% primarily as a result of the amount of income tax expense relative to the amount of pretax book losses, lower tax on income in foreign jurisdictions and the NDT fund, the tax benefit of foreign research and development credits, and valuation allowances recorded on benefits in loss jurisdictions.

The 2012 effective tax rate differs from the statutory rate of 35% primarily as a result of the amount of income tax expense relative to the amount of pretax book income, lower tax on income in foreign jurisdictions and the NDT fund, the tax benefit of foreign research and development credits, income tax expense due to the change in management's assertion with respect to unremitted foreign earnings, offset by foreign tax credits and further offset by the release of a domestic valuation allowance on net operating losses resulting from an increase in taxable income due to the partial change in the reinvestment assertion, and the reversal of certain unrecognized tax benefits.

During the six month period ended June 30, 2013, an extension of the research and development credit in the U.S. was signed into law. While the Company fully intends to take advantage of the research and development credit for the 2012 and 2013 tax years, no benefit has been recorded in the financial statements due to the full valuation allowance position in the U.S.

During the six month periods ended June 30, 2013 and 2012, we made income tax payments of $12.2 million and $13.1 million, respectively.

As of June 30, 2013 and December 31, 2012, we had $0.1 million and $0.1 million, respectively, of gross unrecognized tax benefits. These tax benefits were accounted for under guidance for accounting for uncertainties in income taxes.  During the three month period ended June 30, 2012, the Company recognized an income tax benefit of $1.1 million, due to the expiration of the statute of limitations to examine and challenge our tax positions by the taxing authorities in the jurisdictions in which we operate.

XML

Other Intangible Assets

6 Months Ended

Jun. 30, 2013

Intangible Assets, Net (Excluding Goodwill) [Abstract]

Other Intangible Assets

Other Intangible Assets

Other intangible assets consisted of the following (in thousands):

	As of June 30, 2013						As of December 31, 2012
	Gross Carrying Amount		Accumulated Amortization			Weighted Average Remaining Useful Life	Gross Carrying Amount		Accumulated Amortization			Weighted Average Remaining Useful Life
Permits	$	243,067	$	(81,337	)	16.3 years	$	243,130	$	(76,406	)	16.9 years
Customer relationships	154,890		(96,885		)	5.1 years	161,429		(93,552		)	5.6 years
Technology and other	15,490		(11,381		)	2.6 years	15,490		(10,540		)	3.1 years
Total amortizable intangibles	$	413,447	$	(189,603	)	13.1 years	$	420,049	$	(180,498	)	13.4 years

All of our other intangible assets are subject to amortization. Amortization expense was $6.5 million for each of the three month periods ended June 30, 2013 and 2012, and $12.9 million for each of the six month periods ended June 30, 2013 and 2012. Amortization expense is included in cost of revenue and SG&A expenses within the condensed consolidated statement of operations and comprehensive income (loss).

We recorded $2.8 million of translation losses and $0.8 million of translation gains related to other intangible assets denominated in foreign currencies for the six month periods ended June 30, 2013 and 2012, respectively. The related translation gains and losses are included as a separate component of stockholders’ equity in accumulated other comprehensive income (loss) in the condensed consolidated balance sheets.

XML

Restructuring

6 Months Ended

Jun. 30, 2013

Restructuring and Related Activities [Abstract]

Restructuring

Restructuring

In 2012, we initiated a restructuring plan (the "Restructuring Plan") to reduce operating costs and improve profitability within our operations in the U.S. Under the Restructuring Plan, we reduced our facility footprint and implemented a reduction of force across multiple business segments and functions. For the six month period ended June 30, 2013 we recognized $1.8 million in restructuring charges associated with lease and contract terminations, which is included in the condensed consolidated statements of operations and comprehensive income (loss) under cost of revenue related to our LP&D operations. For the six month period ended June 30, 2012 we recognized $5.9 million in restructuring charges related to severance and employee termination benefits, which is included in the condensed consolidated statements of operations and comprehensive income (loss) under corporate SG&A. The corresponding liabilities as of June 30, 2013 and December 31, 2012 were $5.3 million and $6.2 million, respectively, and are included in accrued expenses and other current liabilities and other noncurrent liabilities in the condensed consolidated balance sheets. In February 2013, we announced that we had substantially completed the Restructuring Plan. The remaining unpaid termination benefits are expected to be paid within the next 12 months.

In 2009, we started an initial organizational review of our Magnox sites and identified an opportunity to reduce the existing workforce, primarily at three sites at which decommissioning was relatively close to completion with only a few projects remaining. The termination plan was presented in two phases and was approved by the NDA. As a result of overstaffing at the Magnox sites, approximately 300 employees left us on a voluntary basis. For the six month period ended June 30, 2013 we recognized an additional $55.6 million of expected employee termination benefits related to the termination of approximately 200 employees at the Bradwell site, which is rapidly moving into the early care and maintenance phase. Additionally, we also accrued employee termination benefits for the Chapelcross site, which is decreasing in size following completion of defueling activities and is preparing for further decommissioning, as well as the Dungeness, Oldbury, Trawsfynydd sites, which are getting ready to re-shape the workforce following cessation of power generation in 2014. No termination benefits were recognized for the six month period ended June 30, 2012. These benefits are included in cost of revenue in the accompanying condensed consolidated statements of operations and comprehensive income (loss) related to our International operations. The corresponding liability as of June 30, 2013 and December 31, 2012 was $55.0 million and $5.7 million, respectively, and is included in accrued expenses and other current liabilities and other long term liabilities in the condensed consolidated balance sheets. The remaining liability is expected to be paid over approximately the next 24 months.

The following is a reconciliation of the beginning and ending liability balances related to the Magnox employee termination benefits (in thousands):

	June 30, 2013			December 31, 2012
Beginning liability	$	5,695		$	32,659
Additions	55,555			—
Payments	(7,610		)	(27,888		)
Effect of exchange rate	1,376			924
Ending liability	55,016			5,695
Less current portion	(28,208		)	—
	$	26,808		$	5,695

The termination plan and employee benefits paid for the termination of these employees are in accordance with the existing employee and the trade union agreements and were pre-approved by the NDA. All employee termination benefits are treated as part of the normal Magnox cost base and are reimbursed by the NDA.

XML

Segment Reporting and Business Concentrations

6 Months Ended

Jun. 30, 2013

Segment Reporting [Abstract]

Segment Reporting and Business Concentrations

Segment Reporting and Business Concentrations

We report our results through two major operating groups: the Government Group and the Global Commercial Group. The Government Group derives its revenue from government customers in the U.S., whereas the Global Commercial Group provides a broad range of services both nationally and internationally and reports its results under three separate operating business divisions: Commercial Services ("CS"), Logistics, Processing and Disposal ("LP&D") and International.

The following table presents our segment information (in thousands):

	As of and for the Three Month Period ended June 30, 2013
	Government		Global Commercial Group						Corporate Unallocated
	Group		CS		LP&D		International		Items		Consolidated
Revenue from external customers(1)(2)	$	44,136	$	43,172	$	56,533	$	267,197	—		$	411,038
Income (loss) from operations(2)(3)	2,973		3,892		17,912		2,189		(49,064	)	(22,098		)
Depreciation, amortization and accretion expense(4)	934		6,939		6,570		1,971		1,135		17,549
Purchases of property, plant and equipment	43		110		3,055		26		20		3,254

	As of and for the Three Month Period ended June 30, 2012
	Government		Global Commercial Group						Corporate Unallocated
	Group		CS		LP&D		International		Items		Consolidated
Revenue from external customers(1)(2)	$	38,383	$	39,522	$	48,972	$	265,744	—		$	392,621
Income (loss) from operations(2)(3)	7,160		1,798		9,249		7,341		(21,459	)	4,089
Depreciation, amortization and accretion expense(4)	1,118		7,936		6,368		1,980		1,313		18,715
Purchases of property, plant and equipment	—		1,302		1,898		288		647		4,135

	As of and for the Six Month Period ended June 30, 2013
	Government		Global Commercial Group						Corporate Unallocated
	Group		CS		LP&D		International		Items			Consolidated
Revenue from external customers(1)(2)	$	87,683	$	84,084	$	99,947	$	665,532	$	—		$	937,246
Income (loss) from operations(2)(3)	7,384		6,055		24,884		22,977		(68,523		)	(7,223		)
Depreciation, amortization and accretion expense(4)	1,867		13,879		13,066		3,957		2,180			34,949
Goodwill	73,594		90,129		89,548		52,124		—			305,395
Other long-lived assets(5)	14,058		16,954		259,274		42,500		6,051			338,837
Purchases of property, plant and equipment	43		169		5,906		26		281			6,425
Total assets(6)	150,741		1,262,480		509,259		463,601		58,972			2,445,053

	As of and for the Six Month Period ended June 30, 2012
	Government		Global Commercial Group						Corporate Unallocated
	Group		CS		LP&D		International		Items			Consolidated
Revenue from external customers(1)(2)	$	80,772	$	80,479	$	93,361	$	628,701	$	—		$	883,313
Income (loss) from operations(2)(3)	2,790		2,704		11,802		26,288		(40,747		)	2,837
Depreciation, amortization and accretion expense(4)	2,445		15,837		13,003		3,854		2,593			37,732
Goodwill	73,594		90,129		89,548		53,614		—			306,885
Other long-lived assets(5)	19,127		23,980		264,888		52,083		16,301			376,379
Purchases of property, plant and equipment	2		3,939		5,460		761		954			11,116
Total assets(6)	168,427		1,511,568		547,699		578,269		90,797			2,896,760

______________________ 

(1) We eliminate intersegment revenue in consolidation. Intersegment revenue for the three month periods ended June 30, 2013, and 2012 was $4.6 million and $5.9 million, respectively. Intersegment revenue for the six month periods ended June 30, 2013, and 2012 was $10.1 million and $13.3 million, respectively. Revenue by segment represent revenue earned based on third-party billings to customers.

(2) Results of our operations for services provided to our customers in Canada, Asia and Europe are included in our are included in our International division.

(3) For the three month period ended June 30, 2013, we recorded a $0.1 million loss from our unconsolidated joint ventures of which $0.6 million loss is attributable to our LP&D operations and $0.5 million income is attributable to the Government Group. For the three month period ended June 30, 2012, we recorded $2.4 million of income from our unconsolidated joint ventures of which $0.1 loss is attributable to LP&D operations and $2.3 million income is attributable to the Government group. For the six month period ended June 30, 2013, we recorded a $0.6 million income from our unconsolidated joint ventures of which 0.8 million loss is attributable to our LP&D operations and $1.4 million income is attributable to the Government Group. For the six month period ended June 30, 2012, we recorded $3.1 million of income from our unconsolidated joint ventures of which $54,282 loss is attributable to LP&D operations and $3.1 million income is attributable to the Government Group.

(4) Depreciation, amortization and accretion expenses ("DA&A") are included in cost of revenue and SG&A expenses in the accompanying condensed consolidated statements of operations and comprehensive income (loss). DA&A expenses included in cost of revenue for the three month periods ended June 30, 2013, and 2012 were $12.3 million and $13.1 million, respectively. DA&A expenses included in cost of revenue for the six month periods ended June 30, 2013, and 2012 were $24.4 million and $26.6 million, respectively. DA&A expenses included in SG&A for the three month periods ended June 30, 2013, and 2012 were $5.2 million and $5.6 million, respectively. DA&A expenses included in SG&A for the six month periods ended June 30, 2013, and 2012 were $10.5 million and $11.1 million, respectively.

(5) Other long-lived assets include property, plant and equipment and other intangible assets.

(6) Corporate unallocated assets relate primarily to income tax receivables, deferred tax assets, deferred financing costs, prepaid expenses, and property, plant and equipment that benefit the entire Company and cash.

XML

Document and Entity Information	6 Months Ended
	Jun. 30, 2013	Aug. 14, 2013
Entity Information [Line Items]
Entity Registrant Name	EnergySolutions, Inc.
Entity Central Index Key	0001393744
Document Type	10-Q
Document Period End Date	Jun. 30, 2013
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		100
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q2

XML

Pension Plans

6 Months Ended

Jun. 30, 2013

Compensation and Retirement Disclosure [Abstract]

Pension Plans

Pension Plans

Net periodic benefit costs related to the Magnox pension plan consisted of the following (in thousands):

	For The Three Month						For The Six Month
	Period ended June 30,						Period ended June 30,
	2013			2012			2013			2012
Service cost	$	14,056		$	14,054		$	28,273		$	27,997
Interest cost	38,290			39,788			77,016			79,259
Expected return on plan assets	(44,780		)	(42,955		)	(90,071		)	(85,569		)
Net actuarial loss	77			119			154			237
	$	7,643		$	11,006		$	15,372		$	21,924