What changed in this filing

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Item 1. Business

2025-02-24 compared with 2024-02-27 · 63 added, 37 removed, 419 unchanged (19% of the section changed)

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• nuclear component modification and replacement;

• commercial nuclear fuel manufacturing and design;

• commercial nuclear fuel design and manufacturing;

• nuclear fuel handling system design, manufacturing, delivery, installation and commissioning;

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This segment also manufactures and supplies products for diagnostic imaging and radiotherapeutic treatments and is a partner for contract development and manufacturing services for life science and pharmaceutical companies.

Among its offerings is the manufacture of medical radioisotopes, radiopharmaceuticals and medical devices, as well as partnerships with life science and pharmaceutical companies developing new drugs.

Among its offerings are the manufacture of medical radioisotopes, radiopharmaceuticals and medical devices, as well as partnerships with life science and pharmaceutical companies developing new drugs.

Our Commercial Operations segment's overall activity primarily depends on the demand and competitiveness of nuclear energy and the demand for critical medical radioisotopes and radiopharmaceuticals.

A significant portion of our Commercial Operations segment's operations depends on the timing of maintenance outages and the cyclical nature of capital expenditures and major refurbishments for nuclear utility customers, principally in the Canadian market, which could cause variability in our financial results.

Acquisition of Dynamic Controls Limited and Citadel Capital Corporation

On April 11, 2022, our subsidiary BWXT Government Group, Inc.

acquired all of the outstanding stock of U.K.-based Dynamic Controls Limited ("Dynamic") and U.S.-based Citadel Capital Corporation, along with its wholly-owned subsidiary, Cunico Corporation ("Cunico").

Dynamic and Cunico are suppliers of highly-engineered, proprietary valves, manifolds and fittings for global naval nuclear and diesel-electric submarines, surface warfare ships and commercial shipping vessels.

These companies are reported as part of our Government Operations segment.

See Note 2 to our consolidated financial statements included in this Report for additional information on acquisitions.

Aerojet Ordnance Tennessee, Inc.

On November 4, 2024, we announced our intention to acquire Aerojet Ordnance Tennessee, Inc.

("A.O.T"), a subsidiary of L3Harris Technologies, Inc.

This acquisition was subsequently completed on January 3, 2025.

A.O.T is a leading provider of advanced special materials which will further enhance our capabilities to develop and manufacture advanced materials and products for commercial, military and space applications.

will be reported as part of our Government Operations segment.

Kinectrics, Inc.

On December 27, 2024, we entered into an agreement to acquire Kinectrics Holdings, Inc., the parent company of Kinectrics, Inc.

("Kinectrics").

Kinectrics is a leader in providing lifecycle management services for the global nuclear power and transmission and distribution markets, and in the production and supply of isotopes for the radiopharmaceutical industry.

Kinectrics employs over 1,300 employees located across 20 sites worldwide.

This acquisition is targeted to close in the middle of 2025, following necessary regulatory and other approvals.

Once completed, Kinectrics will be reported as part of our Commercial Operations segment.

See Note 2 to our consolidated financial statements included in this Report for additional information about our recent acquisition activity.

We execute our contracts through a variety of methods, including fixed-price incentive fee, cost-plus, cost-reimbursable, firm fixed-price or some combination of these methods.

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Government contracts span one or more base years and multiple option years.

Government generally has the right not to exercise option periods and may not exercise an option period for various reasons including, but not limited to, annual funding determinations.

Government generally has the right not to exercise option periods and may not exercise an option period for various reasons including, but

not limited to, annual funding determinations.

In addition, contracts between the U.S.

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Government require us to provide advance notice in connection with any contemplated sale or shut down of the relevant facility.

In each of those situations, the U.S.

In each of these situations, the U.S.

Government has an exclusive right to negotiate a mutually acceptable purchase of the facility.

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Government are subject to these annual funding approvals, the total values of the underlying programs are significantly larger.

The value of unexercised options excluded from backlog as of December 31, 2023 was approximately $100 million which are expected to be awarded in 2024, subject to annual Congressional appropriations.

The competitive environments in which each segment operates are described below.

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Government and the operation of U.S.

Government facilities include, but are not limited to, Bechtel National, Inc., Amentum, Fluor Corporation, Jacobs Engineering Group, Inc., Northrop Grumman Corporation, Huntington Ingalls Industries, Inc., Honeywell International, Inc., Leidos, Inc., Westinghouse Electric Corporation and AtkinsRéalis.

Government facilities include, but are not limited to, Bechtel National, Inc., Amentum Environment & Energy, Inc., Fluor Corporation, Jacobs Engineering Group, Inc., Northrop Grumman Corporation, Huntington Ingalls Industries, Inc., Honeywell International, Inc., Leidos, Inc., Westinghouse Electric Corporation and AtkinsRéalis.

The primary bases of competition for this segment are experience, past performance, availability of key personnel and technical capabilities.

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This segment also manufactures medical radioisotopes, radiopharmaceuticals and medical devices, and partners with life science and pharmaceutical companies developing new drugs.

This segment competes with a number of nuclear medicine companies which include, but are not limited to, Curium Pharma, Lantheus Holdings, Inc.

This segment competes with a number of nuclear medicine

companies which include, but are not limited to, Curium Pharma, Lantheus Holdings, Inc.

and Jubilant DraxImage Inc.

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We share in the ownership of a variety of entities with third parties, primarily through corporations, limited liability companies and partnerships, which we refer to as "joint ventures." Through these joint venture arrangements, our Government Operations segment primarily manages and operates nuclear facilities and associated plant infrastructure, constructs large capital facilities, provides safeguards and security for inventory and assets, supports and conducts research and development for advanced energy technology and manages environmental programs for the DOE, the NNSA and NASA.

We generally account

for our investments in joint ventures under the equity method of accounting.

We generally account for our investments in joint ventures under the equity method of accounting.

Certain of our Government Operations segment unconsolidated joint ventures are described below.

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• Lawrence Livermore National Laboratory.

Lawrence Livermore National Security, LLC, a limited liability company formed by the University of California, Bechtel National, Inc., Amentum and BWXT Government Group, Inc., manages and operates Lawrence Livermore National Laboratory located in Livermore, California.

Lawrence Livermore National Security, LLC, a limited liability company formed by the University of California, Bechtel National, Inc., Amentum Environment & Energy, Inc.

and BWXT Government Group, Inc., manages and operates Lawrence Livermore National Laboratory located in Livermore, California.

The laboratory serves as a national resource in science and engineering, focused on national security, energy, the environment and bioscience, with special responsibility for nuclear devices.

• Savannah River Integrated Mission Completion Contract.

Savannah River Mission Completion LLC, a limited liability company formed by BWXT TSG, Amentum and Fluor Federal Services, Inc.

Savannah River Mission Completion, LLC, a limited liability company formed by BWXT TSG, Amentum Environment & Energy, Inc.

and Fluor Federal Services, Inc.

was awarded a contract to receive, store, treat and dispose of radioactive liquid waste for the DOE at the Savannah River Site located in Aiken, South Carolina.

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and BWXT TSG to provide nuclear operations, decontamination and decommissioning services at the Portsmouth Gaseous Diffusion Plant in Portsmouth, Ohio.

A follow-on contract was awarded by the DOE to a competitor in 2023 and transition is expected to occur during 2024.

A follow-on contract was awarded by the DOE to another contractor and transition is expected to occur during 2025.

• West Valley Demonstration Project Phase I Decommissioning and Facility Disposition.

CH2M Hill-BWXT West Valley, LLC is a limited liability company formed by CH2M Hill Constructors, Inc., BWXT TSG and Environmental Chemical Corporation.

CH2M Hill-BWXT West Valley, LLC is a limited liability company formed by Amentum Environment & Energy, Inc.

(formerly CH2M Hill Constructors, Inc.), BWXT TSG and Environmental Chemical Corporation.

Services provided include project management and support services, site operations, maintenance, utilities, high-level waste canister relocation, facility disposition, waste tank farm management, U.S.

Nuclear Regulatory Commission ("NRC") licensed disposal area management, waste management and nuclear materials disposition, and safeguards and security.

• West Valley Demonstration Project Phase 1B.

West Valley Cleanup Alliance, LLC is a limited liability company formed by BWXT TSG, Jacobs Technology, Inc.

and Geosyntec Consultants, Inc.

to achieve significant risk and financial liability reduction and provide the best overall optimal solution for accelerated completion and closure of the site near West Valley, New York.

The Phase 1B contract begins in June 2025 and will continue the current cleanup mission and will include the demolition of remaining components of the main plant process building, soil remediation and disposition, waste management and disposition, environmental monitoring, surveillance and maintenance and program support activities.

• Synergy Achieving Consolidated Operations & Maintenance (SACOM).

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to provide facility operations and maintenance services for institutional and technical facilities, and perform test and manufacturing support services at two NASA facilities – the Stennis Space Center in Hancock County, Mississippi and the Michoud Assembly Facility in New Orleans, Louisiana.

A reduced scope, follow-on contract was awarded by NASA to another contractor in 2024 and transition is expected to occur during 2025.

• Paducah Gaseous Diffusion Plant Deactivation and Remediation Project.

Four Rivers Nuclear Partnership, LLC is a limited liability company formed by CH2M Hill Constructors, Inc., BWXT TSG and Fluor Federal Services, Inc.

Four Rivers Nuclear Partnership, LLC is a limited liability company formed by Amentum Environment & Energy, Inc.

(formerly CH2M Hill Constructors, Inc.), BWXT TSG and Fluor Federal Services, Inc.

to provide nuclear operations, deactivation and remediation services at the Paducah Gaseous Diffusion Plant in Paducah, Kentucky.

• Pantex Plant.

PanTeXas Deterrence, LLC is a limited liability company formed by BWXT TSG, Fluor Federal Services, Inc, SOC LLC and The Texas A&M University System to provide nuclear production operations services, long-term plant modernization and capability enhancement/stewardship along with other required services to support the NNSA and broader national security requirements assigned to the Pantex Plant near Amarillo, Texas.

• Hanford Integrated Tank Disposition Contract.

Hanford Tank Waste Operations & Closure, LLC is a limited liability company formed by BWXT TSG, Amentum Environment & Energy, Inc.

and Fluor Federal Services, Inc.

to achieve significant risk and financial liability reduction through accelerated cleanup of high-risk waste at the DOE-owned Hanford Tank Farms near Richland, Washington.

We provide our products and services to a diverse customer base, including the U.S.

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Our Government Operations and Commercial Operations segments rely on a limited number of suppliers, including single-source suppliers, for certain materials used in our products;

however, we believe the suppliers of these materials are

however, we believe the suppliers of these materials are reliable.

Additionally, we and the U.S.

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For employees identified with high potential for promotion to leadership roles, we routinely offer leadership development programs focused on preparing future leaders for their next career steps.

We established the BWXT Technical Fellow program which honors and celebrates some of our most talented employees for their contributions to driving innovation and inspiring creativity.

We established the BWXT Technical Fellows program which honors and celebrates some of our most talented employees for their contributions to driving innovation and inspiring creativity.

Our Technical Fellows offer a breadth of knowledge and diversity of technical expertise that can be focused on developing creative solutions to numerous challenges we face in our industry.

Diversity, Equity and Inclusion

Diversity and Inclusion

We value the diversity of our employees and are committed to providing an engaging and inclusive atmosphere for all that promotes productivity and encourages creativity and innovation.

We maintain a Diversity and Inclusion ("D&I")

Committee comprised of a rotating group of employees representing various job functions, levels and backgrounds.

We maintain a Diversity and Inclusion ("D&I") Committee comprised of a rotating group of employees representing various job functions, levels and backgrounds.

The D&I Committee works to identify and implement changes to promote awareness and foster a culture of diversity and inclusion throughout the workforce.

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In furtherance of this objective, we provide regular training on the Code for our employees to identify and prevent misconduct, and the Code requires that employees report situations that violate our policies and/or negatively impact our work environment.

In addition, we maintain the BWXT Ethics Helpline to allow employees to report any concerns relating to ethics or other concerns confidentially and, if they choose, anonymously.

In addition, we maintain the BWXT Ethics Helpline to allow employees to report any concerns

relating to ethics or other concerns confidentially and, if they choose, anonymously.

We investigate and take prompt action to correct conduct that is inconsistent with our Code and other policies.

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We charge the costs of research and development unrelated to specific contracts as incurred.

Excluding customer-sponsored research and development, the majority of our activities in this area for the years ended December 31, 2023, 2022 and 2021 related to the development of technologies in the area of medical and industrial radioisotopes, radiopharmaceuticals, additive and autonomous manufacturing and advanced reactors.

Excluding customer-sponsored research and development, the majority of our activities in this area for the years ended December 31, 2024, 2023 and 2022 related to the development of technologies in the area of medical and industrial radioisotopes, radiopharmaceuticals, additive and autonomous manufacturing, advanced reactors and nuclear fuel.

Contractual arrangements for customer-sponsored research and development can vary and include contracts, cost-sharing arrangements, cooperative agreements and grants.

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Insurers frequently react to market losses by ceasing to write or severely limiting coverage for certain exposures.

Risks that we have frequently found difficult to cost-effectively insure against include, but are not limited to, property losses from wind, flood and earthquake events, nuclear hazards, war, pollution liability (including per- and polyfluoroalkyl substances), liabilities related to occupational health exposures (including asbestos), professional liability, errors and omissions coverage, the failure, misuse or unavailability of our information and/or operational technology systems, the failure of security measures designed to protect our information technology systems from security breaches and liability related to risk of loss of our work in progress.

In cases where we purchase insurance, we are subject to the creditworthiness of the relevant insurer(s), the available limits of the coverage, our retention under the relevant policy, exclusions in the policy and gaps in coverage.

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For those sites where we provide environmental remediation services, we seek the same protection from our customers as we do for our other nuclear activities.

The Price-Anderson Act, as amended, includes a sunset provision and requires renewal each time that it expires.

Contracts that were entered into during a period of time that the Price-Anderson Act was in full force and effect continue to receive the benefit of the Price-Anderson Act's nuclear indemnity.

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Government is also conditional, and provisions of the relevant contract or applicable law may preclude reimbursement.

Our wholly owned captive insurance subsidiary provides primary workers' compensation, employer's liability, commercial general liability, automotive liability and property insurance to support our operations.

Our wholly owned captive insurance subsidiary provides primary workers' compensation, employer's liability, commercial general and excess liability, automotive liability and property insurance to support our operations.

Liabilities include provisions for estimated losses incurred but not reported ("IBNR"), as well as estimated provisions for known claims.

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Receivables for reinsurance coverage are recognized when realization is deemed probable.

We may also have business reasons in the future to have our insurance subsidiary accept other risks that we cannot or do not wish to transfer to outside insurance companies.

We may also have business reasons

in the future to have our insurance subsidiary accept other risks that we cannot or do not wish to transfer to outside insurance companies.

These risks may be considerable in any given year or cumulatively.

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Environmental

Our operations and properties are subject to a wide variety of increasingly complex and stringent federal, foreign, state and local environmental laws and regulations, including those governing discharges into the air and water, the handling and disposal of solid and hazardous wastes, the remediation of soil and groundwater contaminated by hazardous substances and the health and safety of employees.

Our operations and properties are subject to a wide variety of increasingly complex and stringent federal, foreign, state and local environmental laws and regulations, including those governing discharges into the air and water, the handling, storage and disposal of mixed, solid and hazardous wastes, the remediation of soil and groundwater contaminated by hazardous substances and the health and safety of employees.

Sanctions for non-compliance may include revocation of permits, corrective action orders, administrative or civil penalties and criminal prosecution.

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Based on our experience to date, we do not currently anticipate any material adverse effect on our business or consolidated financial condition as a result of future compliance with existing environmental laws and regulations.

However, future events, such as changes in existing laws and regulations or their interpretation, more vigorous enforcement policies of regulatory agencies or stricter or different interpretations of existing laws and regulations, may

require additional expenditures by us, which may be material.

Accordingly, we can provide no assurance that we will not incur significant environmental compliance costs in the future.

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In connection with BWXT's acquisition of NUMEC from ARCO in November 1971, ARCO assumed and agreed to indemnify and hold harmless BWXT with respect to claims and liabilities arising as a result of transactions or operations of NUMEC prior to the acquisition date.

Although this ARCO indemnity would cover claims by the Army Corps to seek recovery from BWXT for SLDA cleanup costs, no assurance can be given that this indemnity will be available or sufficient in the event such claims are asserted.

Although this ARCO indemnity would cover claims by the Army Corps to seek recovery from BWXT for SLDA cleanup costs,

no assurance can be given that this indemnity will be available or sufficient in the event such claims are asserted.

For additional discussion of environmental matters, see Note 10 to our consolidated financial statements included in this Report.

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While our management considers these statements and assumptions to be reasonable, they are inherently subject to numerous factors, including potentially the risk factors described in the section labeled Item 1A of this Report, most of which are difficult to predict and many of which are beyond our control.

As a contractor to the U.S.

Government, such risks include, without limitation, budget uncertainty, the risk of future budget cuts, the impact of continuing resolution funding mechanisms and the debt ceiling, the potential for government shutdowns and changing funding and acquisition priorities.

Accordingly, our actual results may differ materially from the future performance that we have expressed or forecast in our forward-looking statements.

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Our website address is www.bwxt.com .

We make available through the Investors section of this website under "SEC Filings," free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, our proxy statement, statements of beneficial ownership of securities on Forms 3, 4 and 5 and amendments to those reports as soon as reasonably practicable after we electronically file those materials with, or furnish those materials to, the Securities and Exchange Commission (the "SEC").

The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

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Code of Ethics for our Chief Executive Officer and Senior Financial Officers;

Board of Directors Conflicts of Interest Policies and Procedures;

Director Conflict of Interest Policy;

Amended and Restated Bylaws;

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business