What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-02-24 compared with 2024-02-27 · 133 added, 146 removed, 1470 unchanged (16% of the section changed)

21 unchanged sentences

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Revenue Recognition – Estimating Costs at Completion – Refer to Note 1 and Note 3 to the Financial Statements.

Over Time Revenue Recognition – Estimating Costs at Completion – Refer to Note 1 and Note 3 to the Financial Statements

Critical Audit Matter Description

The Company generally recognizes contract revenues and related costs over time for individual performance obligations based on a cost-to-cost method in accordance with Financial Accounting Standards Board Topic Revenue from Contracts with Customers .

The Company generally recognizes contract revenue and related costs over time for individual performance obligations based on a cost-to-cost method in accordance with Financial Accounting Standards Board Topic Revenue from Contracts with Customers .

The Company recognizes estimated contract revenue and resulting income based on the measurement of the extent of progress toward completion as a percentage of the total project.

3 unchanged sentences

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to revenues recognized over time, including management’s estimates of total contract costs to complete its performance obligations, included the following, among others:

Our audit procedures related to revenue recognized over time, including management’s estimates of total contract costs to complete its performance obligations, included the following, among others:

• We tested the effectiveness of controls over revenue recognized over time, including those over cost estimates at completion for performance obligations.

• Unless otherwise tested separately below, we tested recorded revenue using analytical procedures.

• We analyzed cumulative adjustments recorded during the year and separately tested those with characteristics of audit interest due to their size to determine that the adjustments were the result of changes in facts and circumstances and recorded in the appropriate period.

• We tested recorded revenue using analytical procedures.

• We analyzed contracts with customers recognized over time to identify whether there are contracts with characteristics of audit interest.

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◦ Tested the mathematical accuracy of management’s calculation of the profit margin and the revenue recognized based on the costs incurred during the year, consistent with the cost-plus fixed fee nature of the contract.

/S/ DELOITTE & TOUCHE LLP

Charlotte, North Carolina

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7,478 7,613 9,535

Losses (gains) on asset disposals and impairments, net

1,034 5,520 ( 3,532 )

Losses on asset disposals and impairments, net 4,390 1,034 5,520

Selling, general and administrative expenses

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Derivative financial instruments:

Unrealized gains (losses) arising during the period, net of tax (provision) benefit of $( 247 ), $( 89 ) and $ 170 , respectively

717 267 ( 500 )

Unrealized gains arising during the period, net of tax provision of $( 213 ), $( 247 ) and $( 89 ), respectively

Reclassification adjustment for (gains) losses included in net income, net of tax provision (benefit) of $ 245 , $ 91 and $( 181 ), respectively

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Restricted cash and cash equivalents 2,785 2,858

Investments — 3,804

Accounts receivable – trade, net 99,112 70,180

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Balance December 31, 2022 127,671,756 $ 1,277 $ 189,263 $ 1,932,970 $ ( 21,930 ) $ ( 1,353,270 ) $ 748,310 $ 45 $ 748,355

Recently adopted accounting standards — — — — — — — — —

Net income — — — 245,849 — — 245,849 472 246,321

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Balance December 31, 2023 128,065,521 $ 1,281 $ 206,478 $ 2,093,917 $ ( 7,463 ) $ ( 1,360,862 ) $ 933,351 $ ( 50 ) $ 933,301

Recently adopted accounting standards — — — — — — — — —

Net income — — — 281,941 — — 281,941 357 282,298

21 unchanged sentences

Income of investees, net of dividends ( 10,598 ) 11,130 ( 3,461 )

Losses on asset disposals and impairments - net 4,390 1,034 5,520

Provision for deferred taxes 19,845 ( 5,128 ) 5,515

1 unchanged sentence

Stock-based compensation expense 21,680 15,896 14,127

Premium for early redemption of senior notes — — 10,752

Recognition of debt issuance costs from former debt instruments — 46 4,212

Other, net ( 83 ) ( 1,530 ) 2,175

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Repayments of long-term debt ( 612,250 ) ( 434,350 ) ( 878,200 )

Premium for early redemption of senior notes — — ( 10,752 )

Payment of debt issuance costs — — ( 2,405 )

Borrowings and repayments of bank overdraft — — ( 88,694 )

Repurchases of common stock ( 20,000 ) — ( 20,000 )

5 unchanged sentences

EFFECTS OF EXCHANGE RATE CHANGES ON CASH ( 2,126 ) 1,937 ( 1,205 )

TOTAL INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AND CASH EQUIVALENTS 40,625 1,215 ( 8,523 )

TOTAL (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AND CASH EQUIVALENTS ( 1,044 ) 40,625 1,215

CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 81,615 40,990 39,775

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We classify assets and liabilities related to long-term contracts as current using the duration of the related contract or program as our operating cycle, which is generally longer than one year.

We have reclassified certain amounts previously reported to conform to the presentation at December 31, 2023 and for the year ended December 31, 2023.

We have recast certain amounts previously reported in our consolidated statements of cash flows to conform to the presentation at December 31, 2024.

We present the notes to our consolidated financial statements on the basis of continuing operations, unless otherwise stated.

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Recently Adopted Accounting Standards

There were no accounting standards adopted during the year ended December 31, 2023 that had a significant impact on our financial position, results of operations, cash flows or disclosures.

In November 2023, the Financial Accounting Standards Board ("FASB") issued updates to Topic Segment Reporting to improve disclosures about a public company's reportable segments.

During the year ended December 31, 2024, we adopted the provisions of this update which are included in Note 15.

The revised disclosures include additional, more detailed information

about our reportable segment's expenses as well as the title and position of our Chief Operating Decision Maker ("CODM").

These disclosure changes will be included in interim periods beginning in the year ending December 31, 2025.

The adoption of these provisions had no impact on our results of operations, financial position or cash flows.

Use of Estimates

5 unchanged sentences

Contracts and Revenue Recognition

We generally recognize contract revenues and related costs over time for individual performance obligations based on a cost-to-cost method in accordance with the Financial Accounting Standards Board ("FASB") Topic Revenue from Contracts with Customers .

We generally recognize contract revenues and related costs over time for individual performance obligations based on a cost-to-cost method in accordance with the FASB Topic Revenue from Contracts with Customers .

We recognize estimated contract revenue and resulting income based on the measurement of the extent of progress toward completion as a percentage of the total project.

1 unchanged sentence

We review contract price and cost estimates periodically as the work progresses and reflect adjustments proportionate to the percentage-of-completion in income in the period when those estimates are revised.

We recognize revenue on certain cost plus and time and materials contracts equal to the amount we have the right to invoice the customer when performance obligations are satisfied over time and the invoice amount corresponds directly with the value we are providing the customer.

Certain of our contracts recognize revenue at a point in time, and revenue on these contracts is recognized when control transfers to the customer.

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Costs related to contracts with customers for customer-sponsored research and development projects are included as a contract cost in Cost of operations whereby we recognize revenue, consistent with our revenue recognition policies.

Additionally, we may enter into cost-sharing arrangements with our

customers to enhance our internal development capabilities and offset a portion of the costs incurred related to these development efforts.

Additionally, we may enter into cost-sharing arrangements with our customers to enhance our internal development capabilities and offset a portion of the costs incurred related to these development efforts.

Research and development activities totaled $ 53.7 million, $ 53.0 million and $ 45.4 million in the years ended December 31, 2024, 2023 and 2022, respectively.

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subsidiaries to be permanently reinvested.

Certain jurisdictions now implement the Organization for Economic Cooperation and Development’s Pillar Two rules regarding a 15% global minimum tax effective January 1, 2024.

While it is uncertain whether the U.S.

will enact legislation to adopt Pillar Two it had no impact on our provision for income taxes for the year ended December 31, 2024 and we do not currently expect Pillar Two to significantly impact our provision for income taxes in the future.

Earnings Per Share

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During the year ended December 31, 2023, we changed our annual goodwill impairment test date from September 30 to November 15.

This is a change in method of applying an accounting principle which we believe

is a preferable alternative as the new date of assessment is more closely aligned with the approval of our fourth quarter forecast and includes the most recent financial information available.

This is a change in method of applying an accounting principle which we believe is a preferable alternative as the new date of assessment is more closely aligned with the approval of our fourth quarter forecast and includes the most recent financial information available.

We may elect to perform a qualitative test when we believe that there is sufficient excess fair value over carrying value based on our most recent quantitative assessment, adjusted for relevant events and circumstances that could affect fair value during the current year.

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Balance at December 31, 2022 $ 172,087 $ 121,078 $ 293,165

Acquisition (Note 2) 16,609 — 16,609

Purchase price adjustment 588 — 588

Translation 578 2,689 3,267

Balance at December 31, 2023 $ 173,253 $ 123,767 $ 297,020

Purchase price adjustment 588 — 588

Translation ( 199 ) ( 9,459 ) ( 9,658 )

47 unchanged sentences

2025 $ 10,931

2025 $ 11,579

2026 $ 10,371

We lease certain manufacturing facilities, office space and equipment under operating leases with terms of one to 20 years.

Certain of the leases include options to renew for periods of one to 10 years.

Certain of the leases include options to renew for periods of one to ten years .

We include lease options in our

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We report foreign currency transaction gains and losses in income.

We have included in Other – net translation gains (losses) of $ 1.8 million, $( 1.4 ) million and $ 1.8 million for the years ended December 31, 2023, 2022 and 2021, respectively.

We have included in Other – net, transaction gains (losses) of $ 1.7 million, $ 1.8 million and $( 1.4 ) million for the years ended December 31, 2024, 2023 and 2022, respectively.

Derivative Financial Instruments

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For the years ended December 31, 2024, 2023 and 2022, we recognized (gains) losses of $( 38.0 ) million, $ 5.1 million and $( 27.1 ) million, respectively, in Other – net on our consolidated statements of income associated with FX forward contracts not designated as hedging instruments.

At December 31, 2023, our derivative financial instruments consisted of FX forward contracts with a total notional value of $ 443.0 million with maturities extending to December 2025.

At December 31, 2024, our derivative financial instruments consisted of FX forward contracts with a total notional value of $ 441.8 million with maturities extending to July 2026.

These instruments consisted primarily of FX forward contracts to purchase or sell Canadian dollars and Euros.

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Our counterparties to derivative financial instruments have the benefit of the same collateral arrangements and covenants as described under our Credit Facility.

New Accounting Standards

In November 2023, the FASB issued updates to FASB Topic Segment Reporting to improve disclosures about a public company's reportable segments and address requests from investors to provide additional, more detailed information about a reportable segment’s expenses on an interim and annual basis and provide in interim periods all disclosures currently only required on an annual basis.

Additionally, it requires a public entity to disclose the title and position of the Company’s Chief Operating Decision Maker.

These updates do not change how a public entity identifies its operating segments, aggregates them, or applies the quantitative thresholds to determine its reportable segments.

The new standard is effective for interim and annual periods beginning after December 15, 2024, with early adoption permitted.

We are currently evaluating the impact of the adoption of this standard and expect that it will only require changes to our disclosures with no impact on our results of operations, financial position or cash flows.

In December 2023, the FASB issued updates to FASB Topic Income Taxes to provide, on an annual basis, disaggregated disclosures with respect to the reconciliation of our effective tax rate, as well as a disaggregation of income taxes paid, net of refunds received.

New Accounting and Disclosure Standards

In December 2023, the FASB issued updates to Topic Income Taxes to provide, on an annual basis, disaggregated disclosures with respect to the reconciliation of our effective tax rate, as well as a disaggregation of income taxes paid, net of refunds received.

The new standard is effective on a prospective basis for annual periods beginning after December 15, 2024, with early adoption permitted.

NOTE 2 – ACQUISITIONS AND DIVESTITURES

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"), for approximately $ 49.9 million.

Our final purchase price allocation resulted in the recognition of $ 28.5 million of Intangible Assets, $ 7.2 million of inventory and $ 17.2 million of Goodwill.

In addition, we recognized right-of-use assets and lease liabilities of $ 7.2 million.

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.

The intangible assets included above consist of the following (dollar amounts in thousands):

Amount Amortization Period

Customer relationships $ 17,700 21 years

Backlog $ 6,600 5 years

Unpatented technology $ 4,200 8 years

In March 2024, the Securities and Exchange Commission ("SEC") issued a final rule under SEC Release Nos.

33-11275 and 34-99678, The Enhancement and Standardization of Climate-Related Disclosures for Investors , that would require us to provide climate-related disclosures in annual reports and registration statements beginning with our annual report for the year ending December 31, 2025.

The rule, as issued, would require disclosure of material climate-related risks, our governance and risk management of climate-related risks and any material climate-related targets or goals, greenhouse gas emissions as well as disclosure of the financial statement effects inclusive of capitalized costs, expenses incurred and losses resulting from severe weather events and natural conditions.

In April 2024, the SEC issued an order staying the final rule pending the completion of litigation filed in federal courts challenging it.

We are currently evaluating the impact of the final rule and related litigation on our disclosures.

In November 2024, the FASB issued updates to Topic Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures:

Disaggregation of Income Statement Expenses .

These updates require a public entity to disclose additional information about specific expense categories in the notes to financial statements on an annual and interim basis.

The updates are effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted.

A public entity may apply these amendments on a prospective basis or retrospectively to any or all prior periods presented in the financial statements.

NOTE 2 – 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 for approximately $ 105.5 million, subject to certain working capital adjustments.

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.

As of the date of this filing, we have not completed a preliminary purchase price allocation.

Kinectrics Inc.

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

("Kinectrics") for approximately CAD 782.7 million subject to certain working capital adjustments.

This acquisition is targeted to close in the middle of 2025, following necessary regulatory and other approvals, for approximately $ 525.0 million U.S.

dollar equivalent.

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

Following the close, Kinectrics will be reported as part of our Commercial Operations segment.

Due to the pending nature of this transaction, we have not initiated a preliminary purchase price allocation as of the date of this filing.

NOTE 3 – REVENUE RECOGNITION

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Government Operations

Our Government Operations segment recognizes revenue over time for the manufacturing of naval nuclear reactor components and fuel, the downblending of high-enriched uranium and for the development of advanced nuclear reactors for power and propulsion applications.

Certain of our contracts contain two or more different types of components, each of which we identify as a separate performance obligation.

Our Government Operations segment recognizes revenue over time for the manufacturing of naval nuclear reactor components and fuel, the downblending of high-enriched uranium and the development of advanced nuclear reactors for power and propulsion applications.

Certain of our contracts contain two or more different types of components, each of which we

identify as a separate performance obligation.

We recognize revenue using a cost-to-cost method to measure progress as control is continually transferred to the customer as we incur costs on the performance obligations.

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The amount of the variable consideration to which we are entitled is dependent on our actual costs incurred on the performance obligation compared to the target costs for that performance obligation and subject to incentive price revisions included within the contracts.

We include these incentive fees in revenue when there is sufficient evidence to determine that the variable

consideration is not constrained.

We include these incentive fees in revenue when there is sufficient evidence to determine that the variable consideration is not constrained.

The remaining contracts typically have immaterial amounts of variable consideration and have a single performance obligation.

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Variations from estimated contract performance could result in a material effect on our financial condition and results of operations in future periods.

Our Government Operations segment's contracts primarily allow for billings as costs are incurred, subject to certain retainages on our fixed-price incentive fee contracts that require milestones to be reached for the remaining consideration to be paid.

Our Government Operations segment's contracts primarily allow for billings as costs are incurred, subject to certain retainages that require milestones to be reached for the remaining consideration to be paid.

Our fuel and downblending contracts allow billing when we achieve certain milestones related to our progress.

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$ 36,770 $ 24,813 $ 24,405

(1) During the year ended December 31, 2024, no adjustments to any one contract had a material impact on our consolidated financial statements.

During the year ended December 31, 2023, our Government Operations segment results were favorably impacted by contract adjustments related to a nuclear operations contract which resulted in an increase in operating income of $ 22.5 million.

1 unchanged sentence

During the year ended December 31, 2022, our Government Operations segment results were negatively affected by contract adjustments for cost growth related to the manufacture of non-nuclear components which resulted in a decrease in operating income of $ 11.3 million.

During the year ended December 31, 2021, no adjustment to any one contract had a material impact on our consolidated financial statements.

Contract Assets and Liabilities

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Changes in Contracts in progress and Advance billings on contracts are primarily driven by differences in the timing of revenue recognition and billings to our customers.

During the year ended December 31, 2023, our unbilled receivables decreased $ 1.4 million primarily as a result of decreases in cost in excess of billings on our fixed-price incentive fee contracts and the timing of milestone billings on certain firm-fixed-price contracts within our Government Operations segment, partially offset by increases due to the timing of milestone billings on firm-fixed-price contracts within our Commercial Operations segments.

During the year ended December 31, 2024, our unbilled receivables increased $ 39.5 million primarily as a result of decreases in cost in excess of billings on our fixed-price incentive fee contracts and the timing of milestone billings on certain firm-fixed-price contracts within our Government Operations segment, partially offset by increases due to the timing of milestone billings on firm-fixed-price contracts within our Commercial Operations segments.

During the year ended December 31, 2024, our Advance billings on contracts increased $ 53.9 million primarily as a result of revenue recognized in excess of billings on certain firm-fixed-price contracts within our Government Operations segment.

Our fixed-price incentive fee contracts for our Government Operations segment include provisions that result in an increase in retainages on contracts during the first and third quarters of the year, with larger payments made during the second and fourth quarters.

Certain contracts within our Government Operations segment include provisions that result in an increase in retainages on contracts during the first and third quarters of the year, with larger payments made during the second and fourth quarters.

Retainages also vary as a result of timing differences between incurring costs and achieving milestones that allow us to recover these amounts.

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These jurisdictions may have regimes of taxation that vary with respect to nominal rates and with respect to the basis on which these rates are applied.

This variation, along with the changes in our mix of income within these jurisdictions, can contribute to shifts in our effective tax rate from period to period.

We are currently under audit by various state and international authorities, and we do not have any returns under examination for years prior to 2017.

This variation, along with the changes in our mix of income within these jurisdictions,

can contribute to shifts in our effective tax rate from period to period.

As of the date of this filing, we are not currently under audit by any domestic or international tax authority.

We apply the provisions of FASB Topic Income Taxes regarding the treatment of uncertain tax positions.

As of December 31, 2023 and 2022, we had no uncertain tax positions.

Beginning in 2024, certain jurisdictions will implement the Organization for Economic Cooperation and Development's (OECD) Pillar Two rules regarding a 15% global minimum tax.

Considering our current global footprint, we do not anticipate that these new rules will materially impact our provision for income taxes.

A reconciliation of unrecognized tax benefits (exclusive of interest and federal and state benefits) is as follows (amounts in thousands):

Year Ended December 31, 2024

Balance at beginning of period (1)

Additions based on tax positions taken in the current year 2,121

Additions based on tax positions taken in prior years 19,027

Changes for tax positions taken in prior years —

Settlements with tax authorities —

Balance at end of period $ 21,148

(1) We did not have any uncertain tax positions or activity during the years ended December 31, 2023 and 2022.

The unrecognized tax benefits balance of $ 21.1 million at December 31, 2024 would reduce our effective tax rate if recognized.

We believe it is unlikely that our unrecognized tax benefits will materially increase or decrease within the next 12 months.

Deferred income taxes reflect the net tax effects of temporary differences between the financial and tax bases of assets and liabilities.

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Accrued vacation pay 2,434 3,103

Accrued liabilities for self-insurance (including postretirement health care benefits) — 17

Accrued liabilities for executive and employee incentive compensation 18,736 13,784

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Long-term contracts — 13,363

Accrued payroll taxes — 2,504

federal tax credits and loss carryforward 3,071 7,055

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Property, plant and equipment 88,090 85,661

Long-term contracts 54,714 —

Right-of-use lease assets 10,590 11,550

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State and local income taxes 1.3 % 1.2 % 1.7 %

Foreign rate differential 0.5 % 0.5 % 0.6 %

Research and development tax credit ( 4.0 ) % — % — %

Excess tax deductions on equity compensation ( 0.5 ) % ( 0.3 ) % ( 0.1 ) %

Other 1.0 % 1.0 % — %

Other, net 1.2 % 1.5 % 1.5 %

Effective tax rate 19.0 % 23.4 % 24.1 %

The effective tax rate benefit related to research and development tax credits is presented net of reserves for uncertain tax positions and includes credits corresponding to current year activities, as well as credits corresponding to activities in prior reporting periods.

At December 31, 2024, we had a valuation allowance of $ 17.0 million for deferred tax assets, which we expect cannot be realized through carrybacks, future reversals of existing taxable temporary differences and our estimate of future taxable income.

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We would be subject to withholding taxes if we were to distribute earnings from certain foreign subsidiaries.

As of December 31, 2023, the undistributed earnings of these subsidiaries were approximately $ 292.3 million, and our unrecognized deferred income tax liabilities of approximately $ 14.6 million would be payable upon the distribution of these earnings.

As of December 31, 2024, the undistributed earnings of these subsidiaries were approximately $ 323.1 million, and unrecognized deferred income tax liabilities of approximately $ 16.2 million would be payable upon the distribution of these earnings.

All of our foreign earnings are considered indefinitely reinvested.

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Long-Term Debt $ 1,042,970 $ 1,203,422

Maturities of Long-Term Debt subsequent to December 31, 2023 were as follows:

2024 – $ 6.3 million;

2025 – $ 12.5 million;

Maturities of Long-Term Debt subsequent to December 31, 2024 are as follows:

2025 – $ 12.5 million;

1 unchanged sentence

2027 – $ 237.5 million;

and thereafter – $ 400.0 million.

2028 – $ 400.0 million and 2029 – $ 400.0 million.

Credit Facility

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The proceeds of loans under the Credit Facility are available for working capital needs, permitted acquisitions and other general corporate purposes.

The Credit Facility allows for additional parties to become lenders and, subject to certain conditions, for the increase of the commitments under the Credit Facility, subject to an aggregate maximum for all additional commitments of (1) the greater of (a) $ 400 million and (b) 100 % of EBITDA, as defined in the Credit Facility, for the last four full fiscal quarters, plus (2) all voluntary prepayments of the Term Loan, plus (3) additional amounts provided the Company is in compliance with a pro forma first lien leverage ratio test of less than or equal to 2.50 to 1.00.

voluntary prepayments of the Term Loan, plus (3) additional amounts provided the Company is in compliance with a pro forma first lien leverage ratio test of less than or equal to 2.50 to 1.00.

The Company's obligations under the Credit Facility are guaranteed, subject to certain exceptions, by substantially all of the Company's present and future wholly owned domestic restricted subsidiaries.

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We are required to make quarterly amortization payments on the Term Loan in an amount equal to (i) 0.625 % of the initial aggregate principal amount of the Term Loan on the last business day of each quarter beginning the quarter ending March 31, 2023 and ending the quarter ending December 31, 2024 and (ii) 1.25 % of the initial aggregate principal amount of the Term Loan on the last business day of each quarter ending after December 31, 2024, with the balance of the Term Loan due at maturity.

We may prepay all loans under the Credit Facility at any time without premium or penalty (other than customary Term SOFR breakage costs), subject to notice requirements.

We may prepay all loans under the Credit Facility at any time without premium or penalty (other than customary Term Secured Overnight Financing Rate ("SOFR") breakage costs), subject to notice requirements.

The Credit Facility includes financial covenants that are evaluated on a quarterly basis, based on the rolling four-quarter period that ends on the last day of each fiscal quarter.

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The minimum consolidated interest coverage ratio is 3.00 to 1.00.

In addition, the Credit Facility contains various restrictive covenants, including with

respect to debt, liens, investments, mergers, acquisitions, dividends, equity repurchases and asset sales.

In addition, the Credit Facility contains various restrictive covenants, including with respect to debt, liens, investments, mergers, acquisitions, dividends, equity repurchases and asset sales.

As of December 31, 2024, we were in compliance with all covenants set forth in the Credit Facility.

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Senior Notes due 2028

We issued $ 400 million aggregate principal amount of 5.375 % senior notes due 2026 (the "Senior Notes due 2026") pursuant to an indenture dated May 24, 2018, among the Company, certain of our subsidiaries, as guarantors, and U.S.

Bank National Association, as trustee.

On July 15, 2021, using cash on hand and borrowings under the Former Credit Facility, we redeemed the Senior Notes due 2026 at a redemption price equal to 102.688 % of the principal amount, resulting in an early redemption premium of $ 10.8 million and the write-off of deferred debt issuance costs totaling $ 4.2 million.

These charges were recorded in our consolidated statement of income during the year ended December 31, 2021 as components of Other – net and Interest expense, respectively.

Senior Notes due 2028

We issued $ 400 million aggregate principal amount of 4.125 % senior notes due 2028 (the "Senior Notes due 2028") pursuant to an indenture dated June 12, 2020 (the "2020 Indenture"), among the Company, certain of our subsidiaries, as guarantors, and U.S.

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The Senior Notes due 2028 will mature on June 30, 2028.

We may redeem the Senior Notes due 2028, in whole or in part, at any time on or after June 30, 2023 at a redemption price equal to (i) 102.063 % of the principal amount to be redeemed if the redemption occurs during the 12-month period beginning on June 30, 2023, (ii) 101.031 % of the principal amount to be redeemed if the redemption occurs during the 12-month period beginning on June 30, 2024 and (iii) 100.0 % of the principal amount to be redeemed if the redemption occurs on or after June 30, 2025, in each case plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

The 2020 Indenture contains customary events of default, including, among other things, payment default, failure to comply with covenants or agreements contained in the 2020 Indenture or the Senior Notes due 2028 and certain provisions

related to bankruptcy events.

We may redeem the Senior Notes due 2028, in whole or in part, at any time on or after June 30, 2024 at a redemption price equal to (i) 101.031 % of the principal amount to be redeemed if the redemption occurs during the 12-month period beginning on June 30, 2024 and (ii) 100.0 % of the principal amount to be redeemed if the redemption occurs on or after June 30, 2025, in each case plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

The 2020 Indenture also contains customary negative covenants.

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We may redeem the Senior Notes due 2029, in whole or in part, at any time on or after April 15, 2024 at a redemption price equal to (i) 102.063 % of the principal amount to be redeemed if the redemption occurs during the 12-month period beginning on April 15, 2024, (ii) 101.031 % of the principal amount to be redeemed if the redemption occurs during the 12-month period beginning on April 15, 2025 and (iii) 100.0 % of the principal amount to be redeemed if the redemption occurs on or after April 15, 2026, in each case plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

At any time prior to April 15, 2024, we may also redeem up to 40.0 % of the Senior Notes due 2029 with net cash proceeds of certain equity offerings at a redemption price equal to 104.125 % of the principal amount of the Senior Notes due 2029 to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

In addition, at any time prior to April 15, 2024, we may redeem the Senior Notes due 2029, in whole or in part, at a redemption price equal to 100.0 % of the principal amount of the Senior Notes due 2029 to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date plus an applicable "make-whole" premium.

The 2021 Indenture contains customary events of default, including, among other things, payment default, failure to comply with covenants or agreements contained in the 2021 Indenture or the Senior Notes due 2029 and certain provisions related to bankruptcy events.

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We have posted surety bonds to support regulatory and contractual obligations for certain decommissioning responsibilities, projects and legal matters.

We utilize bonding facilities to support such obligations, but the issuance of bonds under those facilities is typically at the surety's discretion, and the bonding facilities generally permit the surety, in its sole discretion, to terminate the facility or demand collateral.

Although there can be no assurance that we will maintain our surety bonding capacity, we believe our current capacity is adequate to support our existing requirements for the next 12 months.

In addition, these bonds generally indemnify the beneficiaries should we fail to perform our obligations under the applicable agreements.

We utilize surety bond facilities to support such obligations, but the issuance of surety bonds under those facilities is typically at the surety's discretion, and the surety bond facilities generally permit the surety, in its sole discretion, to terminate the facility or demand collateral.

Although there can be no assurance that we will maintain our surety bond capacity, we believe our current capacity is adequate to support our existing requirements for the next 12 months.

In addition, these surety bonds generally indemnify the beneficiaries should we fail to perform our obligations under the applicable agreements.

We, and certain of our subsidiaries, have jointly executed general agreements of indemnity in favor of surety underwriters relating to surety bonds those underwriters issue.

As of December 31, 2023, bonds issued and outstanding under these arrangements totaled approximately $ 114.6 million.

Similarly, we have provided letters of credit to governmental agencies and contractual counterparties to support regulatory and contractual obligations for certain decommissioning responsibilities, projects and legal matters.

We utilize our Revolving Credit Facility and a bilateral letter of credit facility to support such obligations, but the issuance of letters of credit under our bilateral letter of credit facility is at the issuer's discretion, and our bilateral letter of credit facility generally permits the issuer, in its sole discretion, to demand collateral if the issuer does not otherwise have the benefit of the collateral under our Credit Facility.

As of December 31, 2024, surety bonds issued and outstanding under these arrangements totaled approximately $ 278.7 million.

Similarly, we have provided letters of credit and bank guarantees to governmental agencies and contractual counterparties to support regulatory and contractual obligations for certain decommissioning responsibilities, projects and legal matters.

We utilize our Revolving Credit Facility and a bilateral letter of credit facility to support such obligations, but the issuance of letters of credit and bank guarantees under our bilateral letter of credit facility is at the issuer's discretion, and our bilateral letter of credit facility generally permits the issuer, in its sole discretion, to demand collateral if the issuer does not otherwise have the benefit of the collateral under our Credit Facility.

Although there can be no assurance that we will maintain our bilateral letter of credit capacity, we believe our current capacity, together with capacity under our Revolving Credit Facility, is adequate to support our existing requirements for the next 12 months.

As of December 31, 2023, letters of credit issued and outstanding under our bilateral letter of credit facility totaled approximately $ 36.7 million, and such letters of credit are secured by the collateral under our Credit Facility.

As of December 31, 2024, letters of credit and bank guarantees issued and outstanding under our bilateral letter of credit facility totaled approximately $ 33.7 million, and such letters of credit and bank guarantees are secured by the collateral under our Credit Facility.

NOTE 7 – PENSION PLANS AND POSTRETIREMENT BENEFITS

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1,307 2,161 — —

— ( 48,777 ) — —

Actuarial loss (gain)

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4,611 4,390 1,048 870

— ( 61,416 ) — —

Foreign currency exchange rate changes

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(1) Includes items that are not required to be categorized in the fair value hierarchy in order to permit reconciliation of the fair value hierarchy to the fair value of plan assets presented in the Obligations and Funded Status table.

The following is a summary of the changes in the Plans' Level 3 instruments for the year ended December 31, 2022.

The Plan did not have any Level 3 instruments during the year ended December 31, 2023.

Year Ended December 31,

(In thousands)

Balance at beginning of period $ 46,817

Dispositions ( 35,822 )

Realized gain (loss) ( 6,988 )

Change in unrealized gain (loss) ( 652 )

Translation ( 3,355 )

Balance at end of period $ —

Domestic Plans Foreign Plans

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NOTE 8 – CAPITAL STOCK

On November 6, 2018, our Board of Directors authorized an additional share repurchase of up to an aggregate market value of $ 250 million during a three-year period from November 6, 2018 to November 6, 2021.

This authorization became fully utilized in September 2021.

On April 30, 2021, our Board of Directors authorized us to repurchase an indeterminate number of shares of our common stock at an aggregate market value of up to $ 500 million with no expiration date.

In the year ended December 31, 2023, we did no t repurchase any shares of our common stock from public market transactions.

In the year ended December 31, 2024, we repurchased 249,442 shares of our common stock from public market transactions for $ 20.0 million.

In the year ended December 31, 2023, we did no t repurchase any shares of our common stock from public market transactions.

In the year ended December 31, 2022, we repurchased 374,568 shares of our common stock from public market transactions for $ 20.0 million.

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In June 2012, we established the 2012 Long-Term Incentive Plan of BWXT Technical Services Group, Inc., a cash-settled plan for employees of certain subsidiaries and unconsolidated affiliates as selected by the plan committee.

The cash-settled plan provides for a number of forms of stock-based compensation, including stock appreciation rights, restricted stock units and performance units, subject to satisfaction of specific performance goals.

settled plan provides for a number of forms of stock-based compensation, including stock appreciation rights, restricted stock units and performance units, subject to satisfaction of specific performance goals.

Stock appreciation rights are granted at not less than 100 % of the fair market value closing price of a share of BWXT common stock on the date of grant, become exercisable at such time or times as determined when granted and expire not more than ten years after the date of grant.

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total shareholder return and diluted earnings per share, over a three-year performance period.

The number of shares in which participants can vest ranges from zero to 200 % of the initial performance shares granted, to be determined upon completion of the three-year performance period.

The number of shares in which participants can vest ranges from 0 to 200 % of the initial performance shares granted, to be determined upon completion of the three-year performance period.

The nonvested shares at the end of the period in the table above assumes weighted-average vesting of 144 %.

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Cash-Settled Stock Appreciation Rights

As of December 31, 2023, we had 9,890 exercisable stock appreciation rights valued at $ 23.62 per unit with an aggregate intrinsic value of $ 0.5 million and a weighted average remaining contractual term of 1.2 years.

As of December 31, 2024, we did not have any cash-settled stock appreciation rights outstanding.

Cash-Settled Restricted Stock Units

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The actual number of units in which each participant vests is dependent upon achievement of certain return on invested capital and diluted earnings per share targets over a three-year performance period.

The number of units in which participants can vest ranges from zero to 200 % of the initial performance units granted, to be determined upon completion of the three-year performance period.

The number of units in which participants

can vest ranges from 0 to 200 % of the initial performance units granted, to be determined upon completion of the three-year performance period.

As of December 31, 2024, we had 2,052 nonvested units valued at $ 111.39 per share with an assumed weighted-average vesting of 153 %.

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• performance- or warranty-related matters under our customer and supplier contracts and other business arrangements;

• workers' compensation, employment, premises liability and other claims.

• workers' compensation, employment, waste storage and handling, premises liability and other claims.

Based upon our prior experience, we do not expect that any of these investigations, litigation proceedings, disputes and claims will have a material adverse effect on our consolidated financial condition, results of operations or cash flows.

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In addition, compliance with existing environmental regulations necessitated capital expenditures of $ 0.8 million, $ 0.7 million and $ 1.6 million in the years ended December 31, 2024, 2023 and 2022, respectively.

At December 31, 2023 and 2022, we had total environmental accruals (including asset retirement obligations) of $ 101.1 million and $ 101.8 million, respectively.

At December 31, 2024 and 2023, we had total environmental accruals (including asset retirement obligations) of $ 103.4 million and $ 101.1 million,

respectively.

Of our total environmental accruals at December 31, 2024 and 2023, $ 9.2 million and $ 10.6 million, respectively, were included in current liabilities .

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It is possible that current estimates could materially change for various reasons, including, but not limited to, fluctuations in forecasted labor productivity or steel and other raw material prices.

Increases in costs on our fixed-price contracts could have a material adverse impact on our consolidated financial condition,

results of operations and cash flows.

Increases in costs on our fixed-price contracts could have a material adverse impact on our consolidated financial condition, results of operations and cash flows.

Alternatively, reductions in overall contract costs at completion could materially improve our consolidated financial condition, results of operations and cash flows.

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Government represented 40 % and 63 % of net receivables at December 31, 2024 and 2023, respectively.

In the years ended December 31, 2023, 2022 and 2021, revenues from large utility customers accounted for approximately 14 %, 14 % and 14 % of our total consolidated revenues, respectively.

Accounts receivable due directly from large utility customers represented 21 % and 15 % of net receivables at December 31, 2023 and 2022, respectively.

In the years ended December 31, 2024, 2023 and 2022, revenues from two large utility customers accounted for approximately 14 %, 14 % and 14 % of our total consolidated revenues, respectively.

Accounts receivable due directly from two large utility customers represented 19 % and 21 % of net receivables at December 31, 2024 and 2023, respectively.

See Note 15 for additional information about our major customers.

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Available-for-sale securities

Government and agency securities

3,247 10 ( 4 ) 3,253

Corporate bonds

1,479 304 — 1,783

Asset-backed securities and collateralized mortgage obligations

$ 8,481 $ 1,015 $ — $ 9,496

$ 11,735 $ 246 $ ( 80 ) $ 11,901

NOTE 14 – FAIR VALUE MEASUREMENTS

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Available-for-sale securities

Government and agency securities

3,253 3,253 — — —

Corporate bonds

1,783 1,783 — — —

Asset-backed securities and collateralized mortgage obligations

$ 9,496 $ 1,783 $ 7,713 $ — $ —

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Reportable segments are measured based on operating income exclusive of general corporate expenses and gains (losses) on sales of corporate assets.

Segment operating income is derived directly from our internal management reporting system and the accounting policies that we use to derive segment operating income are identical to those the consolidated company uses.

Information about our Segments:

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$ 2,703,654 $ 2,496,309 $ 2,232,834

SEGMENT EXPENSES:

Government Operations:

Research and Development Costs $ 6,306 $ 6,459 $ 6,738

Losses (Gains) on Asset Disposals and Impairments, Net 2,462 1,043 ( 250 )

Other Segment Expenses (1)

1,852,328 1,699,960 1,511,467

$ 1,861,096 $ 1,707,462 $ 1,517,955

Commercial Operations:

Research and Development Costs $ 1,172 $ 1,154 $ 2,797

Losses (Gains) on Asset Disposals and Impairments, Net 57 ( 9 ) 6,233

Other Segment Expenses (1)

475,927 427,667 390,910

477,156 428,812 399,940

Total Segment Expenses $ 2,338,252 $ 2,136,274 $ 1,917,895

OPERATING INCOME:

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Income before Provision for Income Taxes $ 348,720 $ 321,400 $ 314,377

(1) Unallocated Corporate includes general corporate overhead not allocated to segments.

(1) Other segment expenses include the total cost of operations and selling, general and administrative expenses.

(2) Unallocated Corporate includes general corporate overhead not allocated to segments in addition to losses on asset disposals and impairments, net.

In the years ended December 31, 2024, 2023 and 2022, Unallocated Corporate includes losses (gains) on asset disposals and impairments, net of $ 1.9 million, $ 0.0 million and $( 0.5 ) million, respectively.

(3) The following amounts are included in Operating Income:

Losses (Gains) on Asset Disposals and Impairments, Net:

Government Operations $ 1,043 $ ( 250 ) $ ( 8 )

Commercial Operations ( 9 ) 6,233 ( 2,548 )

Unallocated Corporate — ( 463 ) ( 976 )

$ 1,034 $ 5,520 $ ( 3,532 )

Equity in Income of Investees :

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Total Depreciation and Amortization $ 85,862 $ 78,566 $ 73,842

2023 2022 2021

(In thousands)

SEGMENT ASSETS:

Government Operations $ 1,515,264 $ 1,498,472 $ 1,430,863

Commercial Operations 1,077,628 1,005,545 976,382

Segment Assets 2,592,892 2,504,017 2,407,245

Corporate Assets 154,173 114,922 94,135

Total Assets $ 2,747,065 $ 2,618,939 $ 2,501,380

INVESTMENT IN UNCONSOLIDATED AFFILIATES:

Government Operations $ 88,608 $ 100,198 $ 85,284

Commercial Operations — — —

Total Investment in Unconsolidated Affiliates $ 88,608 $ 100,198 $ 85,284

Information about our Product and Service Lines:

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In the years ended December 31, 2024, 2023 and 2022, sales to large utility customers accounted for approximately 71 %, 77 % and 74 % of our Commercial Operations segment revenues, respectively.

Evaluation of segment performance:

Our CODM is the Company's President and Chief Executive Officer.

Our CODM measures the performance of each segment based on several metrics, including revenue and operating income and uses these results, in part, to evaluate the performance of and to allocate resources to each segment.

Our CODM does not use assets by segment to evaluate segment performance or allocate resources.

Consequently, we do not disclose assets by segment.

NOTE 16 – QUARTERLY FINANCIAL DATA (UNAUDITED)

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In the quarter ended September 30, 2023, we recognized $ 22.5 million of favorable contract adjustments related to a nuclear operations contract.

In the quarter ended June 30, 2022, we recognized an unfavorable contract adjustment of $ 11.3 million related to the manufacture of non-nuclear components.

We immediately recognize actuarial gains (losses) for our pension and postretirement benefit plans in earnings as a component of net periodic benefit cost.

26 unchanged sentences

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 8. Financial Statements and Supplementary Data