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•	Ion exchange systems

•	Reverse osmosis systems

•	Specialty ultra filtration systems

•	Advanced injection methodology for polymer and coagulants treatments

•	Dewatering systems utilizing self-engaging fillheads (SEDS, SERDS)

•	Solidification and encapsulation systems utilizing cement or polymers

•	Container remote grappling equipment

•	Container remote capping equipment

•	Liquid drying systems

•	Carbon steel pressure vessels

•	Stainless steel pressure vessels

•	High integrity container and liners utilized as waste containers including but not limited to:

•	High Integrity Containers

◦	High Integrity Container Overpacks

◦	Standard steel containers

•	Specialty containers including but not limited to:

◦	NRC Licensed Type B transportation casks and cask inserts

◦	Type A transportation casks

•	Specification 7A and IP-II containers

•	Specialty transport, storage and disposal liners

◦	On-site concrete shield and storage containers and lifting hardware including:

•	Class B and C waste storage vaults

•	Radvaults and OSSCs

•	Process shields

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•	Ginna Nuclear Power Station—Self-engaging dewatering system

•	Grand Gulf Nuclear Station—Design and fabrication of a cross-flow filtration system

•	Indian Pont Nuclear Power Station—Advanced liquid processing system

•	Norfolk Naval Shipyard—Specialty containers for processing liquid waste streams from submarines

•	Portsmouth Naval Shipyard—Specialty containers for processing liquid waste streams from submarines

•	Huntington-Ingalls Newport News—Specialty containers for processing liquid waste streams from aircraft carriers and submarines

•	Electric Boat—Specialty containers for processing liquid waste from submarines

•	Savannah River Nuclear Solutions—Specialty containers for processing liquid waste streams

•	Humboldt Bay Nuclear Station—Specialty containers for processing various waste streams

•	EnergySolutions Asia—Technical fabrication support for Yangjiang and Haiyang liquid waste processing equipment and technical support to Toshiba in development of a proposal of engineered equipment for processing liquid waste at the Fukushima nuclear station

•	Argonne National Laboratory—Design, licensing and fabrication of a shielded container for shipment of gamma and neutron emitting sources within EnergySolutions' NRC licensed 10-160B transport cask

•	Sandia National Laboratory—Design, licensing and fabrication of a shielded container for shipment of gamma sources within EnergySolutions' NRC licensed 10-160B transport cask

•	Spallation Neutron Source Facility (ORNL)—Specialty containers for shipment and disposal of proton beam targets and shield equipment

•	Zion Station—Concrete storage containers (Radvaults), specialty liners and support equipment for temporary storage and transport of decommissioning waste

•	Waste Control Specialists LLC—specialty liners and support equipment for waste disposal

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•	LLRW generated from contaminated soil and debris at clean-up sites, such as ion exchange resins and filter materials used to clean water at nuclear plants, medical waste, activated metals, manufacturing materials and medical and technological research materials;

•	MLLW, such as radioactive and hazardous materials, including lead-lined glove boxes, lead-shielded plates and radioactivity contaminated electric arc furnace dust;

•	NORM (naturally occurring radioactive material), such as waste from radium processes and from mining activities;

•	PCB Radioactive and PCB Mixed Waste, such as PCB Capacitors (large and small), transformers, bulk product, remediation waste, etc;

•	dry active waste, consisting of protective clothing, resins, filters, evaporator bottoms and hot metal debris;

•	liquid waste, which is similar to LLRW, but in liquid form; and

•	waste defined as "byproduct materials" under section 11e(2) of the AEA, consisting of dirt generated by mining and milling operations.

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•	technical approach;

•	skilled managerial and technical personnel;

•	proprietary technologies and technology skill credentials;

•	quality of performance;

•	safety;

•	diversity of services; and

•	price.

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•	failure to provide adequate financial assurance for decommissioning or closure;

•	failure to comply with environmental and safety laws and regulations or permit conditions;

•	local community, political or other opposition;

•	executive action; or

•	legislative action.

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•	recessions or inflationary trends in foreign economies and the impact on government funding and our costs of doing business in those countries;

•	the expansion of our business and operations in China, including challenges related to protecting our intellectual property and political risks;

•	difficulties in staffing and managing foreign operations;

•	changes in regulatory requirements;

•	foreign currency fluctuations;

•	the adoption of new and the expansion of existing, trade restrictions;

•	acts of war and terrorism;

•	the ability to finance efficiently our foreign operations;

•	high initial entry costs associated with new markets;

•	the possibility of greater than expected operating costs;

•	social, political and economic instability;

•	increases in taxes;

•	limitations on the ability to repatriate foreign earnings; and

•	natural disasters or other crises.

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•	we must use a substantial portion of our cash flow from operations to pay interest and other fees on our debt, which reduces the funds available to us for other purposes;

•	our ability to obtain additional debt financing in the future for working capital, capital expenditures, acquisitions or general corporate purposes may be limited;

•	we may be unable to renew, replace or repay long-term debt as it becomes due, particularly in light of the tightening of lending standards as a result of the economic downturn;

•	we may not be able to renew or replace our long-term debt at terms that are acceptable to us;

•	our flexibility in reacting to changes in the industry may be limited and we could be more vulnerable to adverse changes in our business or economic conditions in general; and

•	we may be at a competitive disadvantage to competitors that have less debt or more favorable interest rates.

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•	incur or guarantee additional debt;

•	declare or pay dividends to holders of our common stock;

•	make investments and acquisitions;

•	incur or permit to exist liens;

•	enter into transactions with affiliates;

•	make material changes in the nature or conduct of our business;

•	merge or consolidate with, or sell substantially all of our assets to, other companies;

•	enter into guarantees for, and investments into, certain subsidiaries and joint ventures;

•	make capital expenditures; and

•	transfer or sell assets.

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•	the seasonality of our contracts, the spending cycle of our government customers and the spending patterns of our commercial customers;

•	the large size and irregular timing of payments under our international contracts;

•	the number and significance of projects commenced and completed during a quarter;

•	uncertainty in timing for receiving government contract awards;

•	our contract with the NDA, under which we generally recognize most efficiency fees in the first and fourth calendar quarters of each year;

•	unanticipated changes in contract performance, particularly with contracts that have funding limits;

•	the timing of resolutions of change orders, requests for equitable adjustments and other contract adjustments;

•	decisions by customers to terminate our contracts;

•	delays incurred in connection with a project;

•	seasonal variations in shipments of radioactive materials;

•	the timing of expenses incurred in connection with acquisitions or other corporate initiatives;

•	staff levels and utilization rates;

•	competitive factors in our industry; and

•	general economic or political conditions.

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•	have a shorter initial term than the useful life of the plant and the contract may not be extended by the utility;

•	include a provision that allows the customer to terminate the contract after a certain period of time or upon certain events such as the development of a new disposal facility within the plants compact region;

•	allow for renegotiation of pricing terms if market conditions change; and

•	allow for renegotiation of pricing terms based on increases in taxes and pass-through or other costs.

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•	the financial condition and strategy of the owners and operators of nuclear reactors;

•	a reduction in demand for nuclear generating capacity;

•	civic opposition to or changes in government policies regarding nuclear operations;

•	disruptions in the nuclear fuel cycle, such as insufficient uranium supply or conversion; or

•	accidents, terrorism, natural disasters or other incidents occurring at nuclear facilities or involving shipments of nuclear materials.

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•	owners and operators of shut-down nuclear reactors have the option of maintaining their reactors in SAFSTOR or monitored storage, allowing their decommissioning trust fund to grow and eventually pursue a D&D program in the future;

•	uncertainty regarding the appropriate tax and regulatory treatment may prevent owners and operators of nuclear power plants from entering into these kinds of arrangements with us;

•	if a plant’s decommissioning trust fund has decreased or failed to grow, the fund may not be large enough to make license stewardship or facility-wide D&D contracts economically feasible;

•	we may fail to obtain the necessary approvals and licenses from the NRC and the applicable state public utility commission on terms we find acceptable, or at all;

•	these contracts may require us to post letters of credit or surety bonds that we may be unable to obtain on reasonable terms, or at all;

•	as the owner of the reactor assets and the holder of the NRC license, we may be subject to unforeseen environmental liabilities, including fines for non-compliance with environmental requirements and costs associated with the clean-up of unanticipated contamination; and

•	if we underestimate the costs or timing of D&D activities at a particular site, the project may not be profitable for us.

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•	failure to complete anticipated acquisitions or achieve the expected benefits from completed acquisitions;

•	potential disruption of our ongoing business and distraction of management;

•	unexpected loss of key employees or customers of the acquired company;

•	conforming the acquired company’s standards, processes, procedures and controls with our operations;

•	hiring additional management and other critical personnel; and

•	increasing the scope, geographic diversity and complexity of our operations.

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(1)	Together, cost of revenue and asset retirement obligation ("ARO") cost adjustments represent total cost of revenue as reported in the accompanying consolidated statements of operations and comprehensive income (loss).

(2)	ARO cost estimate adjustments recorded for the Zion Station project, for which no corresponding revenue was recognized during those years. For further discussion see Note 12, "Facility and Equipment Decontamination and Decommissioning," to our "Consolidated Financial Statements" included under Item 15 of this annual report.

(3)	Together, selling, general and administrative expenses ("SG&A"), acquisition related expenses and restructuring costs represent total SG&A as reported in the accompanying consolidated statements of operations and comprehensive income (loss).

(4)	Merger Transaction costs related to the May 24, 2013 acquisition of EnergySolutions by Rockwell.

(5)	Includes restructuring costs such as employee termination benefits, asset write downs and facility closing costs incurred to reduce our future operating costs and improve profitability within the U.S. operations.

(6)	For the year ended December 31, 2011 we recorded a $174.0 million non-cash goodwill impairment charge of which $35.0 million is related to the Projects and $139.0 million is related to LP&D. For the year ended December 31, 2010, we recorded a $35.0 million non-cash goodwill impairment charge attributable to our Projects.

(7)	Includes a $2.4 million donation of an engineering research facility to Washington State University and a $5.0 million legal accrual related to pending settlements on certain legal matters both recorded during the year ended December 31, 2012.

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(8)	Represents the non-cash amortization of intangible assets such as permits, technology, and customer relationships and non-compete agreements acquired through our business acquisitions during 2005, 2006 and 2007. Portions of this non-cash amortization expense are included in both cost of revenue and selling, general and administrative expenses.

(9)	For further discussion see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Capital Expenditures," included under Item 7 of this annual report.

(10)	Consists of current assets less current liabilities.

(11)

Includes approximately $310.6 million, $310.3 million and $310.3 million, as of December 31, 2012, 2011 and 2010, respectively, of borrowings under the senior secured credit facility held in a restricted cash account as collateral for the Company's reimbursement obligations with respect to letters of credit. For further discussion see Note 10, "Long-Term Debt" to our "Consolidated Financial Statements" included under Item 15 of this annual report.

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•

Parent and EnergySolutions purchased and retired all of the Company's outstanding common stock as of the Merger Date and paid approximately $383.9 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 the change in control.

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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 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 consolidated statements of operations and comprehensive income (loss) under cost of revenue and SG&A expenses.

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Tier 1 Contract, Acting as Lead Prime Contractor.  In situations where we act as lead prime contractor in a fee-sharing arrangement, we submit invoices to the customer for recovery of costs incurred in providing project services and we also submit to the customer the cost-recovery invoices of the other team members that have been submitted to us. Depending on the nature of the contract, we typically recognize as revenue the entire amount of our fee and cost reimbursement as lead prime contractor and record an expense for the portion of the fee and cost reimbursement that we pay to the other team members in proportion to their respective percentages of the fee-sharing arrangement and costs. As a result, when we act as lead prime contractor, we recognize higher revenue and may realize higher gross profits than when we do not act as lead prime contractor.

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Tier 1 Contract, Not Acting as Lead Prime Contractor.  In situations where we do not act as lead prime contractor, we submit invoices to the lead prime contractor for recovery of costs incurred in providing project services, including allocated selling, general and administrative expenses, as allowed by the customer and we may receive a portion of the fee in direct proportion to our percentage of a fee sharing arrangement. We include in revenue the amount to be received as reimbursement for costs incurred plus the portion of the fee that we will receive. The majority of our Tier 1 contracts have historically fallen into this category.

•	Tier 2 Subcontract.  Tier 2 subcontracts are typically discrete, project-driven transactions procured by Tier 1 contractors. The majority of Tier 2 subcontracts are fixed-price or cost-reimbursable contracts. We generally do not participate in fee-share arrangements as a Tier 2 subcontractor.

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(1)

Depreciation, amortization and accretion expenses ("DA&A") are included in cost of revenue and SG&A expenses in the accompanying consolidated statements of operations and comprehensive income (loss). DA&A expenses included in cost of revenue for the years ended December 31, 2013, 2012 and 2011, were $47.9 million, $56.3 million and $58.3 million, respectively. DA&A expenses included in SG&A for years ended December 31, 2013, 2012 and 2011, were $20.9 million, $23.3 million and $22.4 million, respectively.

(2)

For the years ended December 31, 2013, 2012 and 2011, we recorded $4.5 million, $7.392 million and $11.103 million, respectively, of income from our unconsolidated joint ventures of which $2.0 million, $0.3 million and $0.2 million, respectively, of losses are attributable to our LP&D Group and $6.5 million, $7.7 million and $11.3 million, respectively, of income is attributable to the Projects Group.

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(3)	For the years ended December 31, 2012 and 2011, we recorded an ARO cost estimate benefit of $8.7 million and an ARO cost estimate charge of $94.9 million, respectively, associated to our Zion Station project.

(4)	Together, group and corporate SG&A expenses represent the Company's total SG&A expenses as reported in the accompanying consolidated statements of operations and comprehensive income (loss). As such, both amounts are needed to compute total consolidated statements of operations and comprehensive income (loss) for the years ended December 31, 2013, 2012 and 2011.

(5)	For the year ended December 31, 2011, we recorded a $174.0 million non-cash goodwill impairment charge of which $35.0 million is related to our Projects Group and $139.0 million is related to our LP&D Group.

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(1)	We have no minimum principal payments obligations relating to our senior notes prior to their maturity in 2018.

(2)

Interest calculated on outstanding borrowings and the timing of payments indicated in the above table. Our term loan bears interest at a variable interest rate Adjusted LIBOR plus 4.50%, or ABR plus 3.50%. At December 31, 2013, the variable interest rate on our term loan was 7.25%. During the first quarter of 2014 the variable interest rate on our term loan decreased to 6.75%. Interest on debt obligation calculations assumes that this rate remains constant during the following years.

(3)	Includes principal and interest future minimum capital lease payments.

(4)	Operating leases are primarily for machinery and equipment used in connection with long-term contracts, real property and other personal property.

(5)	Consists of deferred executive compensation, phantom stock incentive plan payable in cash and employee retention agreements. Phantom stock incentives payments to certain executives assumes no termination and one-third paid at close of the Merger Transaction with remaining two-thirds paid one-third after one year with remainder after two years.

(6)	Relates to naming rights liabilities.

(7)	Includes a $1.6 million liability related to the demolition permit to perform activities at the Zion Station, $1.4 million in reclamation liabilities related to the restoration of waste land, $0.9 million of long term rate reserves and $0.5 million in an advance from the State of South Carolina.

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•	evidence of an agreement with our customer;

•	work has actually been performed;

•	the amount of revenue is fixed or determinable; and

•	collection from our customer is reasonably assured.

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Cost-reimbursable contracts—We are reimbursed for allowable costs in accordance with Federal Acquisition Regulations ("FAR"), Cost Accounting Standards ("CAS") or contractual provisions. If our costs exceed the contract ceiling or are not allowable under the provisions of the contract, FAR, or CAS, we may not be able to obtain reimbursement for such costs. A contract may also provide for award fees or incentive fees in addition to cost reimbursements. Incentive fees are earned if we meet certain contract provisions, including schedule, budget and safety. Monthly assessments are made to measure the amount of revenue earned in accordance with established contract provisions. Award and incentive fees are accrued when estimable and collection is reasonably assured.

•	Fixed-price contracts—We receive a fixed amount of revenue irrespective of the actual costs we incur. For fixed-price contracts, our revenue are recognized using the proportional performance method of accounting using appropriate output measures, where estimable, or on other measures such as proportion of costs incurred to total estimated contract costs.

•	Unit-rate contracts—For unit-rate contracts, our revenue are recognized using the proportional performance method of accounting as units are completed based on contractual unit rates.

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Final capping—Involves the installation of final cap materials over areas of the landfill where total airspace has been consumed. We estimate available airspace capacity using aerial and ground surveys and other methods of calculation, based on permit-mandated height restrictions and other factors. Final capping AROs are recorded, with a corresponding increase in the landfill asset, as landfill airspace capacity is permitted for waste disposal activities and the cell liner is constructed. Final capping costs are recorded as an asset and a liability based on estimates of the discounted cash flows and capacity associated with the final capping event.

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Closure—Involves the remediation of our land surrounding the disposal cell and the disposal of Company-owned property and equipment. These are costs incurred after the site ceases to accept waste, but before the site is certified to be closed by the applicable regulatory agency. These costs are accrued as an ARO, with a corresponding increase in the landfill asset, as airspace is consumed over the life of the landfill. Closure obligations are accrued over the life of the landfill based on estimates of the discounted cash flows associated with performing closure activities.

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Post-closure—Involves the maintenance and monitoring of our landfill site that has been certified to be closed by the applicable regulatory agency. Subsequent to landfill closure, we are required to maintain and monitor our landfill site for a 100-year period. These maintenance and monitoring costs are accrued as an ARO, with a corresponding increase in the landfill asset, as airspace is consumed over the life of the landfill. Post-closure obligations are accrued over the life of the landfill based on estimates of the discounted cash flows associated with performing post-closure activities.

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1.	Executive Compensation Objectives

2.	Key 2013 Highlights

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Annual Performance-Based Cash Incentive Compensation: The Compensation Committee decided to refine the annual performance-based cash incentive compensation program to encourage the closing of the Merger Transaction while maintaining focus upon the Company’s financial performance. Therefore, 45% of the annual performance-based cash incentive for each of the named executive officers was based on a successful closing of the Merger Transaction, 45% was tied to Company Plan EBITDA and 10% was based upon specified safety goals.

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Long-Term Incentive Compensation: In June 2012, the named executive officers were granted Phantom Performance Share Unit Awards. The Phantom Performance Share Unit Awards were a one-time four year grant designed to further align the interests of the executive team with the creation of stockholder value and promote the achievement of key strategic objectives. Since these awards were intended to cover long-term incentive awards for four years subsequent to their initial award, the Compensation Committee did not award any further long-term incentive awards to the named executive officers prior to the Merger Transaction.

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Severance Agreements: In June 2012, the Compensation Committee conducted a review of the Company’s standard executive officer severance agreement. As a result of this review, the Compensation Committee and Board adopted several changes to the severance agreement and entered into the newly adopted agreement with each of Messrs. Lockwood and Wood upon their appointment to office, and entered into amended and restated severance agreements with each of Messrs. Christian, Morant and Parker, which replaced and superseded the severance agreements that each of Messrs. Christian, Morant and Parker entered into with the Company in 2011. The Compensation Committee did not make any further amendments to these severance agreements prior to the Merger Transaction.

•	Retention Agreements: In order to retain the employment of the named executive officers through the closing of the Merger Transaction, and to incentivize them to successfully close the merger, on January 9, 2013, the Compensation Committee approved retention awards in the following amounts to the named executive officers set forth below:

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3.	Treatment of Outstanding Equity Awards As a Result of the Merger Transaction

(1)	The value of the performance share unit awards are paid to the executives in 1/3 annual installments with the first 1/3 paid immediately following completion of the Merger Transaction.

4.	Executive Compensation Components

•	base salaries;

•	annual performance-based cash incentive awards;

•	long-term equity-based incentive awards pursuant to the Rockwell Stock Option Plan;

•	benefits and limited perquisites; and

•	severance and change in control benefits.

1.	The Role of Cash Compensation

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•	Payment of performance-based cash compensation is determined based on attainment of specific performance goals approved by the Rockwell Board, including financial performance goals for the Company and attainment of safety goals.

◦	45% of performance-based cash compensation was tied to the successful closing of the Merger Transaction. If the named executive officers were unsuccessful in closing the Merger Transaction, the named executive officers would not have received this percentage of performance-based cash compensation.

◦	45% of performance-based cash compensation was tied to the Company’s Adjusted Cash EBITDA. If the Company failed to attain a pre-determined threshold level of Adjusted Cash EBITDA, the named executive officers would not receive this percentage of performance-based cash compensation.

◦	10% of performance-based cash compensation was tied to safety goals. If a named executive officer failed to achieve these pre-determined safety goals, the named executive officer would not receive the portion of performance-based cash compensation attributable to those goals for the year.

•	Officers are eligible for above target compensation should the Company exceed its target performance goals. Similarly, officers are eligible for a below target or zero bonus awards should performance fall below target or below the required threshold.

•	The performance-based cash compensation payable to the named executive officers is interpolated for actual financial and safety results between threshold and target levels or between target and maximum levels.

•	Performance-based cash compensation is designed to be attainable upon exertion of extra effort and hard work. Accordingly, in any year performance-based cash compensation may not be earned at all or may be earned at less

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(1)	For 2013, annual performance-based cash compensation is based on the named executive officer’s base salary rate as set forth in such executive’s employment agreement that was entered into following the close of the Merger Transaction, rather than the base salary actually earned during 2013.

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•	If the Company experienced a single Notice of Violation (NOV) over $200,000 or cumulative NOVs over $500,000, the safety bonus would be reduced by 50%; and

•	If the Company experienced a work-related fatality, the safety bonus would be forfeited.

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(1)	For 2013, annual performance-based cash compensation is based on the named executive officer’s base salary rate as set forth in such executive’s employment agreement that was entered into following the close of the Merger Transaction, rather than the base salary actually earned during 2013.

2.	The Role of Long-Term Equity-Based Incentive Awards

(1)	The amounts reported in this column reflect the grant date fair value which is the number of shares granted multiplied by the fair market value of the shares on the grant date, which calculation is in accordance with FASB ASC Topic 718.

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3.	The Role of Benefits and Perquisites

4.	Severance and Change in Control Benefits

5.	The Role of Consultants

6.	The Role of Peer Groups

7.	Stock Ownership Guidelines

8.	Tax and Accounting Considerations

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(1)

The amounts reported in this column reflect the grant date fair value computed in accordance with FASB ASC Topic 718. Detailed information about the amount recognized for specific awards is reported in the table under "Outstanding Equity Awards at Fiscal Year-End" below. For a discussion of the assumptions and methodologies used to value the stock awards and option awards reported in this table, please see the discussion of stock awards and option awards contained in Notes to Consolidated Financial Statements at Note 14, "Equity-Based Compensation" in this Annual Report.

(2)	Amounts in this column show the aggregate of amounts earned under our annual performance-based cash compensation program in the respective year and, except with respect to Mr. Lockwood, paid in the following year.

(3)	Compensation for fiscal year 2011 is not reported for Mr. Lockwood because he was not a named executive officer during that time. Mr. Lockwood was appointed as the Company’s President and Chief Executive Officer effective June 11, 2012.

(4)	This amount consists of relocation payments of $1,969,273 and the Company's matching contributions to Mr. Lockwood's account under its 401(k) Plan of $7,650.

(5)	Compensation for fiscal year 2011 is not reported for Mr. Wood because he was not a named executive officer during that time. Mr. Wood was appointed as the Company’s Executive Vice President and Chief Financial Officer effective June 11, 2012.

(6)	This amount consists of relocation payments of $43,764 and the Company's matching contributions to Mr. Wood's account under its 401(k) Plan of $7,650.

(7)	This amount reflects a car allowance of $12,000 and the Company's matching contributions to Mr. Christian's account under its 401(k) Plan of $7,650.

(8)	Amounts paid to Mr. Morant in sterling pounds have been converted to dollars based on the annual average sterling pound exchange rate for the applicable year.

(9)

Represents the change in the actuarial present value of Mr. Morant’s accumulated benefit under the section of the Civil Nuclear Pension Plan maintained by the Company as of December 31, 2013 over such amount as of December 31, 2012. Mr. Morant is an inactive participant in this pension scheme. The change in the actuarial present value during 2013 for Mr. Morant's benefit is primarily attributable to changes in actuarial assumptions, the passage of time and exchange rate fluctuations and does not reflect any additional accruals for service or compensation in 2013.

(10)	This amount reflects a car allowance of $12,000, the Company's matching contributions to Mr. Morant’s account under its 401(k) Plan of $2,880, housing allowance of $15,385, airfare reimbursements for family member travel of $17,818 and tax preparation and consulting fees of $18,862.

(11)	This amount reflects a car allowance of $12,000, the Company's matching contributions to Mr. Parker's account under its 401(k) Plan of $2,895 and tax settlement of $848.

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(1)	Type of Award:

(2)	The grant date is the date on which the Compensation Committee adopted the EBITDA targets that set the basis for the 2013 annual performance-based cash incentive compensation awards or the date on which the Rockwell Board approved the option awards, as applicable.

(3)

These columns show the potential amounts payable to our named executive officers pursuant to the 2013 annual performance-based cash incentive compensation awards if the target or maximum goals established for such awards were satisfied. For a discussion of the 2013 annual performance-based cash incentive compensation award performance goals, see the section titled “Executive Compensation-Compensation Discussion and Analysis-Executive Compensation Program Design-The Role of Cash Compensation-Performance-Based Cash Incentive Compensation” above. The 2013 annual performance-based cash incentive compensation awards did not have a threshold award amount. The actual amounts paid to our named executive officers under our 2013 annual performance-based cash incentive compensation awards are shown in the Summary Compensation Table in the column titled “Non-Equity Incentive Plan Compensation.”

(4)	All options were granted at the fair market value as of the date of grant.

(5)

The amounts reported in this column reflect the aggregate dollar amounts recognized for option awards for fiscal year 2013 in accordance with FASB ASC Topic 718. For a discussion of the assumptions and methodologies used to value the option awards reported in this table, please see the discussion of option awards contained in Notes to Consolidated Financial Statements at Note 14, “Equity-Based Compensation" in this Annual Report.

(6)

The target and maximum amounts for Mr. Lockwood’s annual performance-based incentive compensation reflect the pro-rated amounts of such compensation Mr. Lockwood was eligible to receive through the close of the Merger Transaction. Pursuant to the terms of Mr. Lockwood’s amended and restated employment agreement, Mr. Lockwood was not eligible for annual performance-based incentive compensation from the close of the Merger Transaction through the end of 2013.

(1)	The shares subject to these options vest in increments of 20% upon each anniversary of May 24 starting on May 24, 2014.

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(1)	Amounts shown in this column are calculated by multiplying (i) the closing sales price per share of our common stock on the vesting date, or in the case of shares that accelerated in connection with the close of the Merger Transaction, the per share purchase price of the Merger Transaction, by (ii) the number of shares acquired on vesting.

(1)

This amount represents the present value of the accumulated benefit as of December 31, 2013, computed with the same actuarial assumptions as those used for the Company’s 2013 audited consolidated financial statements and assuming Mr. Morant retires at age 60, which is the earliest age when participants may retire without any benefit reduction due to age. See Note 19 to our audited consolidated financial statements included in this Annual Report for a more detailed discussion of these assumptions.

(2)

Mr. Morant ceased to be an active member of the pension scheme effective February 16, 2011 upon his relocation to the U.S. Mr. Morant does, however, retain the benefits he accrued up until that date as a deferred pensioner of the scheme. The pension scheme provides Mr. Morant with a monthly pension benefit following his separation for services at or after attaining age 60 or reduced pension following his separation from service prior to age 60. Subject to certain offsets, the normal retirement benefit under the plan is an annuity that will provide an annual payment to Mr. Morant equal to 1/80 times his pensionable final earnings for every year of pensionable service. In addition, at the normal pension retirement age of 60 years old, Mr. Morant will receive a lump payment calculated as 3/80 times his pensionable final earnings.

(3)	Converted from sterling pounds based on the annual average sterling pound exchange rate for 2013.

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(1)

Except as noted below, such amounts to be reduced by applicable taxes and withholdings. Further, the amounts shown in the table above do not include any payments or benefits to the extent they are provided on a non-discriminatory basis to salaried employees generally upon a termination of employment. These include (i) accrued salary and, if applicable, accrued and unused vacation time, and (ii) distributions of plan balances under our 401(k) Plan.

(2)	This amount is to be paid to Mr. Lockwood as a lump sum cash payment net of taxes, except for excise taxes under Section 4999 of the Internal Revenue Code.

(3)	This amount shall vest upon a change in control, but not be payable until the termination of Mr. Lockwood’s employment with the Company.

(4)

Under the executive’s stock option agreement, in the event the executive’s employment is terminated by the Company without cause or by the executive for good reason, the 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. Because the common stock of Rockwell Holdco is not publicly traded, the value of the common stock underlying the stock option cannot be readily determined for purposes of calculating the value of the accelerated option upon a hypothetical change in control on December 31, 2013. Therefore, the Company assumes, for the purposes of this calculation only, that the fair market value of the common stock of Rockwell as of the date of grant of the stock option on May 24, 2013 or June 13, 2013, as applicable, also represents the fair market value of the common stock of Rockwell on December 31, 2013, resulting in no realized value for the executive upon the acceleration of the option.

(5)

Under the executive’s stock option agreement, the option vests in full and becomes exercisable in full upon a change in control. Because the common stock of Rockwell Holdco is not publicly traded, the value of the common stock underlying the stock option cannot be readily determined for purposes of calculating the value of the accelerated option upon a hypothetical change in control on December 31, 2013. Therefore, the Company assumes, for the purposes of this calculation only, that the fair market value of the common stock of Rockwell as of the date of grant of the stock option on May 24, 2013 or June 13, 2013, as applicable, also represents the fair market value of the common stock of Rockwell on December 31, 2013, resulting in no realized value for the executive upon the acceleration of the option.

(6)	This amount represents (i) a pro rata portion of the executive’s target bonus for 2013, (ii) severance pay consisting of the executive’s base salary plus his target bonus for 2013, payable for 24 months, and (iii) a retention bonus payment.

(7)	This amount represents a retention bonus payment.

(8)	This amount represents (i) a pro rata portion of the executive’s target bonus for 2013, and (ii) a retention bonus payment.

(9)	This amount represents (i) the continuation of standard health and welfare benefits for two years, and (ii) the provision of professional outplacement services for one year.

(10)	This amount represents (i) the continuation of standard health and welfare benefits for two years.

(11)	This amount represents (i) a pro rata portion of the executive’s target bonus for 2013, (ii) and severance pay consisting of the executive’s base salary plus his target bonus for 2013, payable for 18 months.

(12)	This amount represents a pro rata portion of the executive’s target bonus for 2013.

(13)	This amount represents (i) the continuation of standard health and welfare benefits for 18 months, and (ii) the provision of professional outplacement services for one year.

(14)	This amount represents the continuation of standard health and welfare benefits for 18 months.

(15)	This amount represents (i) the continuation of standard health and welfare benefits for 18 months, and (ii) relocation payments.

(16)	This amount represents relocation payments.

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•	all accrued obligations, including all earned or accrued and unpaid base salary, expense reimbursements and other benefits due to the named executive officer under any Company-provided plan, program or arrangement;

•	any annual bonus earned for any fiscal year completed prior to the date of termination of the named executive officer;

•	severance pay equal to the named executive officer’s then current monthly base salary plus the then current target bonus, payable in accordance with the Company’s regular pay schedule, for 18 months from the date of termination (24 months from the date of the termination in the case of Mr. Wood);

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•	an amount equal to the cost of maintaining medical, dental, disability and life insurance coverage for the executive, his spouse and eligible dependents for the severance period, or, if earlier, until the executive has become eligible for comparable benefits from a new employer; and

•	professional outplacement services for up to one year following the date of termination, up to a maximum of $50,000.

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(1)	In consideration for her service as Chair of EnergySolutions EU Limited, a wholly-owned subsidiary of the Company based in the United Kingdom, during 2013 Ms. Spottiswoode was paid ₤150,000, or $234,600 based on the annual average sterling pound exchange rate for 2013.

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(1)	Audit fees include audits of consolidated financial statements, statutory audits, quarterly reviews, reviews of registration statement filings, comfort letters and consents related to SEC filings.

(2)	Audit-related fees include services for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements that are not reported under “audit fees.”

(3)	Tax fees include professional services related to preparation of certain U.S. and international tax filings and tax planning and advice.

(4)	All other fees include other services that do not meet the above category descriptions. For 2012, this amount relates to certain agreed-upon services provided in connection with our re-bid of the Magnox contract.

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+	The registrant has omitted certain schedules in accordance with Item 601(b)(2) of Regulation S-K. The registrant will furnish the omitted schedules to the SEC upon request.

‡	Indicates management contract or compensatory plan or arrangement.

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•	Identifying the significant activities and the parties that have the power to direct them;

•	Reviewing the governing board composition and participation ratio;

•	Determining the equity, profit and loss ratio;

•	Determining the management-sharing ratio; and

•	Reviewing the funding and operating agreements.

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Final capping—Involves the installation of final cap materials over areas of the landfill where total airspace has been consumed. We estimate available airspace capacity using aerial and ground surveys and other methods of calculation, based on permit-mandated height restrictions and other factors. Final capping AROs are recorded, with a corresponding increase in the landfill asset, as landfill airspace capacity is permitted for waste disposal activities and the cell liner is constructed. Final capping costs are recorded as an asset and a liability based on estimates of the discounted cash flows and capacity associated with the final capping event.

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Closure—Involves the remediation of our land surrounding the disposal cell and the disposal of Company-owned property and equipment. These are costs incurred after the site ceases to accept waste, but before the site is certified to be closed by the applicable regulatory agency. These costs are accrued as an ARO, with a corresponding increase in the landfill asset, as airspace is consumed over the life of the landfill. Closure obligations are accrued over the life of the landfill based on estimates of the discounted cash flows associated with performing closure activities.

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Post-closure—Involves the maintenance and monitoring of our landfill site that has been certified to be closed by the applicable regulatory agency. Subsequent to landfill closure, we are required to maintain and monitor our landfill site for a 100-year period. These maintenance and monitoring costs are accrued as an ARO, with a corresponding increase in the landfill asset, as airspace is consumed over the life of the landfill. Post-closure obligations are accrued over the life of the landfill based on estimates of the discounted cash flows associated with performing post-closure activities.

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Parent and EnergySolutions purchased and retired all of the Company's outstanding common stock as of the Merger Date and paid approximately $383.9 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 the change in control.

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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 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 consolidated statements of operations and comprehensive income (loss) under cost of revenue and SG&A expenses.

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(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.

(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.

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(1)	The variable interest rate on borrowings under our senior secured credit facility was 7.25% as of December 31, 2013 and 6.25% as of December 31, 2012.

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(1)	We eliminate intersegment revenue in consolidation. Intersegment revenue for the years ended December 31, 2013, 2012 and 2011, was $20.8 million, $22.7 million, and $19.8 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 Asia and Europe are included in our Products Group and for services provided to our customers in Canada are included in our LP&D and Projects Groups.

(3)

For the years ended December 31, 2013, 2012 and 2011, we recorded $4.5 million, $7.4 million and $11.1 million, respectively, of income from our unconsolidated joint ventures of which $2.0 million, $0.3 million and $0.2 million, respectively, of losses are attributable to our LP&D Group and $6.5 million, $7.7 million and $11.3 million, respectively, of income is attributable to the Projects group.

(4)

Depreciation, amortization and accretion expenses ("DA&A") are included in cost of revenue and SG&A expenses in the accompanying consolidated statements of operations and comprehensive income (loss). DA&A expenses included in cost of revenue for the years ended December 31, 2013, 2012 and 2011, were $47.9 million, $56.3 million and $58.3 million, respectively. DA&A expenses included in SG&A for years ended December 31, 2013, 2012 and 2011, were $20.9 million, $23.3 million and $22.4 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.

(7)	Included in income (loss) from operations from our Projects group for the years ended December 31, 2012 and 2011, is an $8.7 million non-cash favorable ARO adjustment and a $94.9 million non cash unfavorable ARO estimated cost adjustment, respectively, related to the Zion Station project, for which no corresponding revenue was recognized.

(8)	For the year ended December 31, 2011, included in income (loss) from operations from our Projects and LP&D groups, is a goodwill impairment charge of $35.0 million and $139.0 million, respectively.

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(a)	Leases and Other Contractual Obligations

(b)	Letters of Credit/Surety Bonds

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(c)	Legal Proceedings

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(1)	The second quarter of 2013, includes $32.6 million of Merger Transaction related expenses comprised of employee incentive compensation and related payroll taxes and professional fees.

(2)	During 2013, we paid $8.0 million in lead arranger banker fees in connection with amendments made to our senior secured credit facility to obtain consent from our lender to complete the Merger Transaction.

(3)	The Company's common stock ceased to be traded on the New York Stock Exchange after close of market on May 24, 2013, and continues its operations as a privately-held company.

(1)	Includes charges for the following items: $5.6 million reversal of incentive fee related to our Salt Waste project recorded during the first quarter of 2012, $15.4 million in restructuring costs and $8.7 million favorable ARO cost estimate adjustment related to the Zion Station project, both recorded during the fourth quarter of 2012.

(2)	Includes $18.0 million in income tax expense resulting from an increase in the valuation allowance against certain U.S. and foreign deferred tax assets with no offsetting benefit for losses in the U.S. and certain other entities in the U.K. due to the valuation allowance positions.

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