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2009-10K-wrap2.indd 1 4/14/10 10:41 AM 6MAY200802345548 Dear Valued Shareholder: We were a highly profitable company in 2009—generating over $50 million in earnings. Yet we’re not satisfied with our results. EnergySolutions did not meet its initial expectations of performance, due to the length and depth of the global recession and its impact on the spending plans of our customer base. Our results were also significantly impacted by foreign currency exchange rates that reduced profitability, in US dollar terms, of our international operations. Despite these headwinds, we executed well in other areas of our business. We were profitable in every segment, in every quarter. The strong cash flow we generated enabled us to pay down $48 million of long-term debt and significantly improve our balance sheet. We submitted bids on a number of upcoming major federal contract awards that could generate substantial revenues in future years. And, when the work was available from our federal and commercial customers, we continued to maintain or grow our market share in the key services that we provide to the nuclear industry. This is evidence of our strong customer relationships, our valuable and experienced workforce, and our unique facility- based services. The leadership position we have built in the industry was recognized by Engineering News Record, which for the second year in a row named EnergySolutions as the #1 All-Environmental Firm, as well as the #1 Nuclear Waste Clean-up Firm and the #1 Environmental Firm Working Abroad. We also continued to operate with the highest standards of safety in the nuclear industry. In 2009, our U.K. subsidiary, Magnox Electrix Ltd. was honored with numerous safety awards from the Royal Society for the Prevention of Accidents. The Magnox North Wylfa Power Station received the British Safety Council’s Sword of Honour, the most prestigious international health and safety accolade that a company can receive. In the U.S., we continued to receive various safety awards. We have worked hard to build a corporate culture deeply grounded in safety, and we appreciate the efforts of everyone in the organization to achieve the high standards we have set. Now, we turn our attention to 2010. While the current economic environment has brought many near-term challenges, we continue to be optimistic about the growth opportunities for EnergySolutions as the long-term outlook for the nuclear industry has never been stronger. Nuclear projects are underway or being planned in dozens of countries around the world, and the industry appears to be taking a step forward in the United States after many years of stagnation. With the unique assets we possess, we believe we are well positioned to be a beneficiary of the global nuclear renaissance over the long term. However, in the near term, we believe that weak economic conditions will continue to have an impact on overall spending in our markets, particularly among our commercial customers. The recent recovery of the trust fund balances related to the Zion License Stewardship opportunity with Exelon is encouraging. We continue to aggressively pursue this opportunity. However, the timing of the commencement of this project remains largely dependent on factors beyond our control—namely a sustained economic recovery that will lead to generation of adequate trust fund balances to support the work effort. With respect to our government segment, we continue to pursue increased market share in Department of Energy (DOE) work. During 2010, we expect a number of awards to be made on significant DOE projects that should provide greater long-term visibility into this segment. We have submitted proposals on these projects and expect to be successful in receiving one or more of these awards. Additionally, we expect the continuing benefit from stimulus funds during 2010 and 2011 for a number of projects where we are engaged, including the Atlas mill tailings cleanup at Moab, UT, and on the Hanford Tank Operating contract at Hanford, WA. Internationally, our goal is to continue performing well on our Magnox contracts while we pursue additional opportunities in Europe and Asia. We are excited by our recent contract award in China pertaining to liquid waste system design for two new reactors under construction, which represents our first project in that country. We believe this project could lead to other meaningful work in China in the future. We have made some significant changes to our organizational structure for 2010 that are designed to facilitate our goal of better integrating our unique technologies, assets and expertise to serve our customers. We have reorganized the Company into three customer-focused groups: the international customer group, the government customer group, and the commercial customer group. The heads of these groups will report directly to the CEO, which will provide greater opportunities for integrating and leveraging the unique skill sets within each customer group. We believe this new structure will create a more customer-focused approach that enables us to better understand client needs in order to improve our ability to solve their problems, lower their costs, reduce their liabilities and increase their efficiencies. In this, our first letter to EnergySolutions shareholders, we want to express our appreciation for the interest and trust you have placed in the EnergySolutions team. We recognize that trust must be earned and comes with great responsibility. We are committed as a board and a management team to work hard to merit your continued trust. While 2009 was challenging, it has not affected our enthusiasm or our optimism about our long-term growth opportunities. There continues to be a fundamental need for the unique solutions we provide. We are committed to executing well on each of the opportunities available to us and to creating shareholder value. Sincerely, 9MAY200816260082 9APR201023161589 Val J. Christensen Steven R. Rogel President & CEO Chairman of the Board EnergySolutions EnergySolutions UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ፤ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2009 or អ 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 51-0653027 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) 423 West 300 South, Suite 200 Salt Lake City, Utah 84101 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (801) 649-2000 Securities registered pursuant to Section 12(b) of the Act: Title of Class Name of Exchange on which registered Common Stock, $0.01 par value per share The New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes អ No ፤ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes អ No ፤ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ፤ No អ 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 Regulations 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 អ No អ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. អ 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 the definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’ and ‘‘smaller reporting company’’ in Rule 12b-2 of the Exchange Act. Large accelerated filer ፤ Accelerated filer អ Non-accelerated filer អ Smaller reporting company អ (Do not check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes អ No ፤ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant on June 30, 2009, was approximately $802 million based upon the closing price reported for such date on the New York Stock Exchange. For purposes of this disclosure, shares of common stock held by persons who hold more than 5% of the outstanding shares of common stock and shares held by executive officers and directors of the registrant have been excluded because such persons may be deemed to be affiliates. This determination of executive officer or affiliate status is not necessarily a conclusive determination for other purposes. As of February 26, 2010, 88,499,706 shares of registrant’s common stock were outstanding. DOCUMENTS INCORPORATED BY REFERENCE Sections of Registrant’s Proxy Statement to be filed with the Securities and Exchange Commission no later than April 30, 2010, namely: ‘‘Compensation Discussion and Analysis,’’ ‘‘Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters,’’ ‘‘Certain Relationships and Related Transactions and Director Independence’’ and ‘‘Principal Accounting Fees and Services,’’ are incorporated in this Form 10-K by reference under Part III.