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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 _________________________________________________________________________________________________________________________________ 
FORM 10-Q
 _________________________________________________________________________________________________________________________________ 
(Mark One)
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2024.
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     .
Commission File No. 001-34658
BWX TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
__________________________________________________________________________________________________________________________________
Delaware 80-0558025
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
800 Main Street, 4th Floor 
Lynchburg,Virginia 24504
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (980) 365-4300
_________________________________________________________________________________________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par valueBWXTNew York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒
The number of shares of the registrant's common stock outstanding at October 31, 2024 was 91,443,505.

BWX TECHNOLOGIES, INC.
INDEX – FORM 10-Q
 PAGE
Three and Nine Months Ended September 30, 2024 and 2023 (Unaudited)
Three and Nine Months Ended September 30, 2024 and 2023 (Unaudited)
September 30, 2024 and December 31, 2023 (Unaudited)
Three Months Ended March 31, June 30 and September 30, 2024 and 2023 (Unaudited)
Nine Months Ended September 30, 2024 and 2023 (Unaudited)

1
PART I
FINANCIAL INFORMATION
Item 1.    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

BWX TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Three Months Ended September 30,Nine Months Ended September 30,
 2024202320242023
(Unaudited)
(In thousands, except share and per share amounts)
Revenues$671,956 $589,989 $1,957,387 $1,770,794 
Costs and Expenses:
Cost of operations508,000 436,296 1,476,553 1,338,750 
Research and development costs2,081 1,156 4,842 5,955 
Gains on asset disposals and impairments, net— — (4)(15)
Selling, general and administrative expenses80,829 79,828 227,970 205,100 
Total Costs and Expenses590,910 517,280 1,709,361 1,549,790 
Equity in Income of Investees15,532 12,649 40,319 38,862 
Operating Income96,578 85,358 288,345 259,866 
Other Income (Expense):
Interest income663 643 2,049 1,623 
Interest expense(9,907)(12,175)(30,190)(35,200)
Other – net3,290 4,340 10,426 9,490 
Total Other Income (Expense)(5,954)(7,192)(17,715)(24,087)
Income before Provision for Income Taxes
90,624 78,166 270,630 235,779 
Provision for Income Taxes20,983 17,814 59,410 55,769 
Net Income$69,641 $60,352 $211,220 $180,010 
Net Income Attributable to Noncontrolling Interest(158)(79)(297)(48)
Net Income Attributable to BWX Technologies, Inc.$69,483 $60,273 $210,923 $179,962 
Earnings per Common Share:
Basic:
Net Income Attributable to BWX Technologies, Inc.$0.76 $0.66 $2.30 $1.96 
Diluted:
Net Income Attributable to BWX Technologies, Inc.$0.76 $0.66 $2.30 $1.96 
Shares used in the computation of earnings per share (Note 8):
Basic91,574,531 91,659,117 91,564,726 91,596,650 
Diluted91,886,710 91,895,480 91,849,724 91,833,450 
See accompanying notes to condensed consolidated financial statements.
2
BWX TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
Three Months Ended September 30,Nine Months Ended September 30,
 2024202320242023
(Unaudited)
(In thousands)
Net Income$69,641 $60,352 $211,220 $180,010 
Other Comprehensive Income (Loss):
Currency translation adjustments7,370 (13,485)(9,108)(868)
Derivative financial instruments:
Unrealized gains (losses) arising during the period, net of tax (provision) benefit of $(118), $2, $52 and $(207), respectively
318 (11)(158)603 
Reclassification adjustment for (gains) losses included in net income, net of tax provision (benefit) of $80, $(31), $84 and $101, respectively
(237)100 (249)(293)
Amortization of benefit plan costs, net of tax benefit of $(161), $(162), $(485) and $(488), respectively
670 668 2,009 2,002 
Unrealized (losses) gains arising during the period, net of tax provision of $0, $(14), $(12) and $(25), respectively
(4)53 42 91 
Other Comprehensive Income (Loss)8,117 (12,675)(7,464)1,535 
Total Comprehensive Income77,758 47,677 203,756 181,545 
Comprehensive Loss (Income) Attributable to Noncontrolling Interest(158)(79)(297)(48)
Comprehensive Income Attributable to BWX Technologies, Inc.$77,600 $47,598 $203,459 $181,497 
See accompanying notes to condensed consolidated financial statements.
3
BWX TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
September 30,
2024		December 31,
2023
(Unaudited)
(In thousands)
Current Assets:
Cash and cash equivalents$35,522 $75,766 
Restricted cash and cash equivalents2,962 2,858 
Accounts receivable – trade, net90,227 70,180 
Accounts receivable – other15,934 16,339 
Retainages92,295 55,181 
Contracts in progress661,248 533,155 
Other current assets84,761 64,322 
Total Current Assets982,949 817,801 
Property, Plant and Equipment, Net1,275,053 1,228,520 
Investments10,659 9,496 
Goodwill295,134 297,020 
Deferred Income Taxes12,118 16,332 
Investments in Unconsolidated Affiliates98,386 88,608 
Intangible Assets175,200 185,510 
Other Assets97,961 103,778 
TOTAL$2,947,460 $2,747,065 
See accompanying notes to condensed consolidated financial statements.
4
BWX TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
September 30,
2024		December 31,
2023
(Unaudited)
(In thousands, except share
and per share amounts)
Current Liabilities:
Current portion of long-term debt$10,938 $6,250 
Accounts payable172,206 126,651 
Accrued employee benefits53,438 64,544 
Accrued liabilities – other81,321 70,210 
Advance billings on contracts119,563 107,391 
Total Current Liabilities437,466 375,046 
Long-Term Debt1,220,583 1,203,422 
Accumulated Postretirement Benefit Obligation17,797 18,466 
Environmental Liabilities92,721 90,575 
Pension Liability74,347 82,786 
Other Liabilities45,875 43,469 
Commitments and Contingencies (Note 4)
Stockholders' Equity:
Common stock, par value $0.01 per share, authorized 325,000,000 shares; issued 128,307,682 and 128,065,521 shares at September 30, 2024 and December 31, 2023, respectively
1,283 1,281 
Preferred stock, par value $0.01 per share, authorized 75,000,000 shares; No shares issued
— — 
Capital in excess of par value222,062 206,478 
Retained earnings2,238,437 2,093,917 
Treasury stock at cost, 36,867,475 and 36,537,695 shares at September 30, 2024 and December 31, 2023, respectively
(1,388,106)(1,360,862)
Accumulated other comprehensive income (loss)(14,927)(7,463)
Stockholders' Equity – BWX Technologies, Inc.1,058,749 933,351 
Noncontrolling interest(78)(50)
Total Stockholders' Equity1,058,671 933,301 
TOTAL$2,947,460 $2,747,065 
See accompanying notes to condensed consolidated financial statements.

5
BWX TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Common StockCapital In
Excess of
Par Value		Accumulated
Other
Comprehensive
Income (Loss)		Total
Stockholders'
Equity
 SharesPar
Value		Retained
Earnings		Treasury
Stock		Stockholders'
Equity		Noncontrolling
Interest
 (In thousands, except share and per share amounts)
Balance December 31, 2023128,065,521 $1,281 $206,478 $2,093,917 $(7,463)$(1,360,862)$933,351 $(50)$933,301 
Net income— — — 68,468 — — 68,468 66 68,534 
Dividends declared ($0.24 per share)
— — — (22,150)— — (22,150)— (22,150)
Currency translation adjustments— — — — (11,308)— (11,308)— (11,308)
Derivative financial instruments— — — — (446)— (446)— (446)
Defined benefit obligations— — — — 670 — 670 — 670 
Available-for-sale investments— — — — 28 — 28 — 28 
Exercises of stock options7,294 — 218 — — — 218 — 218 
Shares placed in treasury— — — — — (26,906)(26,906)— (26,906)
Stock-based compensation charges199,991 2 4,295 — — — 4,297 — 4,297 
Distributions to noncontrolling interests— — — — — — — (172)(172)
Balance March 31, 2024 (unaudited)128,272,806 $1,283 $210,991 $2,140,235 $(18,519)$(1,387,768)$946,222 $(156)$946,066 
Net income— — — 72,972 — — 72,972 73 73,045 
Dividends declared ($0.24 per share)
— — — (22,128)— — (22,128)— (22,128)
Currency translation adjustments— — — — (5,170)— (5,170)— (5,170)
Derivative financial instruments— — — — (42)— (42)— (42)
Defined benefit obligations— — — — 669 — 669 — 669 
Available-for-sale investments— — — — 18 — 18 — 18 
Exercises of stock options— — — — — — — — — 
Shares placed in treasury— — — — — (35)(35)— (35)
Stock-based compensation charges9,319 — 5,982 — — — 5,982 — 5,982 
Distributions to noncontrolling interests— — — — — — — (154)(154)
Balance June 30, 2024 (unaudited)128,282,125 $1,283 $216,973 $2,191,079 $(23,044)$(1,387,803)$998,488 $(237)$998,251 
Net income— — — 69,483 — — 69,483 158 69,641 
Dividends declared ($0.24 per share)
— — — (22,125)— — (22,125)— (22,125)
Currency translation adjustments— — — — 7,370 — 7,370 — 7,370 
Derivative financial instruments— — — — 81 — 81 — 81 
Defined benefit obligations— — — — 670 — 670 — 670 
Available-for-sale investments— — — — (4)— (4)— (4)
Exercises of stock options17,949 — 516 — — — 516 — 516 
Shares placed in treasury— — — — — (303)(303)— (303)
Stock-based compensation charges7,608 — 4,573 — — — 4,573 — 4,573 
Distributions to noncontrolling interests— — — — — — — 1 1 
Balance September 30, 2024 (unaudited)128,307,682 $1,283 $222,062 $2,238,437 $(14,927)$(1,388,106)$1,058,749 $(78)$1,058,671 
6
BWX TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Common StockCapital In
Excess of
Par Value		Accumulated
Other
Comprehensive
Income (Loss)		Total
Stockholders'
Equity
 SharesPar
Value		Retained
Earnings		Treasury
Stock		Stockholders'
Equity		Noncontrolling
Interest
 (In thousands, except share and per share amounts)
Balance December 31, 2022127,671,756 $1,277 $189,263 $1,932,970 $(21,930)$(1,353,270)$748,310 $45 $748,355 
Net income (loss)— — — 61,092 — — 61,092 (99)60,993 
Dividends declared ($0.23 per share)
— — — (21,231)— — (21,231)— (21,231)
Currency translation adjustments— — — — 1,694 — 1,694 — 1,694 
Derivative financial instruments— — — — 554 — 554 — 554 
Defined benefit obligations— — — — 657 — 657 — 657 
Available-for-sale investments— — — — (9)— (9)— (9)
Exercises of stock options3,000 2 70 — — — 72 — 72 
Shares placed in treasury— — — — — (6,903)(6,903)— (6,903)
Stock-based compensation charges293,961 1 3,892 — — — 3,893 — 3,893 
Distributions to noncontrolling interests— — — — — — — (67)(67)
Balance March 31, 2023 (unaudited)127,968,717 $1,280 $193,225 $1,972,831 $(19,034)$(1,360,173)$788,129 $(121)$788,008 
Net income— — — 58,597 — — 58,597 68 58,665 
Dividends declared ($0.23 per share)
— — — (21,216)— — (21,216)— (21,216)
Currency translation adjustments— — — — 10,923 — 10,923 — 10,923 
Derivative financial instruments— — — — (333)— (333)— (333)
Defined benefit obligations— — — — 677 — 677 — 677 
Available-for-sale investments— — — — 47 — 47 — 47 
Exercises of stock options4,417 — 105 — — — 105 — 105 
Shares placed in treasury— — — — — (46)(46)— (46)
Stock-based compensation charges12,967 — 4,776 — — — 4,776 — 4,776 
Distributions to noncontrolling interests— — — — — — — (78)(78)
Balance June 30, 2023 (unaudited)127,986,101 $1,280 $198,106 $2,010,212 $(7,720)$(1,360,219)$841,659 $(131)$841,528 
Net income— — — 60,273 — — 60,273 79 60,352 
Dividends declared ($0.23 per share)
— — — (21,231)— — (21,231)— (21,231)
Currency translation adjustments— — — — (13,485)— (13,485)— (13,485)
Derivative financial instruments— — — — 89 — 89 — 89 
Defined benefit obligations— — — — 668 — 668 — 668 
Available-for-sale investments— — — — 53 — 53 — 53 
Exercises of stock options39,468 — 932 — — — 932 — 932 
Shares placed in treasury— — — — — (558)(558)— (558)
Stock-based compensation charges23,084 — 3,636 — — — 3,636 — 3,636 
Distributions to noncontrolling interests— — — — — — — (73)(73)
Balance September 30, 2023 (unaudited)128,048,653 $1,280 $202,674 $2,049,254 $(20,395)$(1,360,777)$872,036 $(125)$871,911 
See accompanying notes to condensed consolidated financial statements.
7
BWX TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Ended September 30,
 20242023
 (Unaudited) (In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income$211,220 $180,010 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization63,429 58,205 
Income of investees, net of dividends(9,778)(4,854)
Recognition of losses for pension and postretirement plans2,494 2,490 
Stock-based compensation expense14,852 12,305 
Other, net(633)21 
Changes in assets and liabilities, net of effects from acquisitions:
Accounts receivable(30,238)(31,520)
Accounts payable48,306 24,874 
Retainages(37,114)(29,257)
Contracts in progress and advance billings on contracts(120,829)(38,217)
Income taxes15,654 (5,331)
Accrued and other current liabilities5,174 (10,231)
Pension liabilities, accrued postretirement benefit obligations and employee benefits(20,217)(10,874)
Other, net(10,772)(5,684)
NET CASH PROVIDED BY OPERATING ACTIVITIES131,548 141,937 
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment(101,128)(100,498)
Purchases of securities— (2,343)
Sales and maturities of securities— 5,996 
Other, net203 (8,142)
NET CASH USED IN INVESTING ACTIVITIES(100,925)(104,987)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings of long-term debt396,800 332,000 
Repayments of long-term debt(376,488)(281,688)
Repurchases of common stock(20,000)— 
Dividends paid to common shareholders(66,326)(63,870)
Cash paid for shares withheld to satisfy employee taxes(7,244)(7,505)
Settlements of forward contracts, net2,954 (2,030)
Other, net409 902 
NET CASH USED IN FINANCING ACTIVITIES(69,895)(22,191)
EFFECTS OF EXCHANGE RATE CHANGES ON CASH(379)414 
TOTAL (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AND CASH EQUIVALENTS
(39,651)15,173 
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD81,615 40,990 
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AND CASH EQUIVALENTS AT END OF PERIOD$41,964 $56,163 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest$48,360 $44,745 
Income taxes (net of refunds)$43,547 $59,947 
SCHEDULE OF NON-CASH INVESTING ACTIVITY:
Accrued capital expenditures included in accounts payable$15,114 $9,239 
See accompanying notes to condensed consolidated financial statements.
8
BWX TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2024
(UNAUDITED)
NOTE 1 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
We have presented the condensed consolidated financial statements of BWX Technologies, Inc. ("BWXT" or the "Company") in U.S. dollars in accordance with the interim reporting requirements of Form 10-Q, Rule 10-01 of Regulation S-X and accounting principles generally accepted in the United States ("GAAP"). Certain financial information and disclosures normally included in our financial statements prepared annually in accordance with GAAP have been condensed or omitted. Readers of these financial statements should, therefore, refer to the consolidated financial statements and notes in our annual report on Form 10-K for the year ended December 31, 2023 (our "2023 10-K"). We have included all adjustments, in the opinion of management, consisting only of normal recurring adjustments, necessary for a fair presentation.
We use the equity method to account for investments in entities that we do not control, but over which we have the ability to exercise significant influence. We generally refer to these entities as "joint ventures." We have eliminated all intercompany transactions and accounts. 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 present the notes to our condensed consolidated financial statements on the basis of continuing operations, unless otherwise stated.
Unless the context otherwise indicates, "we," "us" and "our" mean BWXT and its consolidated subsidiaries.
Reportable Segments
We operate in two reportable segments: Government Operations and Commercial Operations. Our reportable segments are further described as follows:
•Our Government Operations segment manufactures naval nuclear reactors, including the related nuclear fuel, for the U.S. Naval Nuclear Propulsion Program for use in submarines and aircraft carriers. Through this segment, we also fabricate fuel-bearing precision components that range in weight from a few grams to hundreds of tons, manufacture electromechanical equipment, perform design, manufacturing, inspection, assembly and testing activities and downblend Cold War-era government stockpiles of high-enriched uranium. In addition, we supply proprietary and sole-source valves, manifolds and fittings to global naval and commercial shipping customers. In-house capabilities also include wet chemistry uranium processing, advanced heat treatment to optimize component material properties and a controlled, clean-room environment with the capacity to assemble railcar-size components. This segment also provides various other services, primarily through joint ventures, to the U.S. Government including nuclear materials management and operation, environmental management and administrative and operating services for various U.S. Government-owned facilities. These services are primarily provided to the U.S. Department of Energy ("DOE"), including the National Nuclear Security Administration, the Office of Nuclear Energy, the Office of Science and the Office of Environmental Management, the Department of Defense and NASA. In addition, this segment also develops technology for advanced nuclear reactors for a variety of power and propulsion applications in the space and terrestrial domains and offers complete advanced nuclear fuel and reactor design and engineering, licensing and manufacturing services for these programs.
•Our Commercial Operations segment fabricates commercial nuclear steam generators, nuclear fuel, fuel handling systems, pressure vessels, reactor components, heat exchangers, tooling delivery systems and other auxiliary equipment, including containers for the storage of spent nuclear fuel and other high-level waste, and supplies nuclear-grade materials and precisely machined components for nuclear utility customers. We have supplied the nuclear industry with more than 1,300 large, heavy components worldwide and are the only commercial heavy nuclear component manufacturer in North America. This segment also provides specialized engineering services that include structural component design, 3-D thermal-hydraulic engineering analysis, weld and robotic process development, electrical and controls engineering and metallurgy and materials engineering. In addition, this segment offers in-plant inspection, maintenance and modification services for nuclear steam generators, heat exchangers, reactors, fuel handling systems and balance of plant equipment, as well as specialized non-destructive examination and tooling/repair solutions. This segment also manufactures medical radioisotopes, radiopharmaceuticals and medical devices, and partners with life science and pharmaceutical companies developing new drugs.
9
See Note 7 and Note 2 for financial information about our segments. Operating results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. For further information, refer to the consolidated financial statements and notes included in our 2023 10-K.
Recently Adopted Accounting Standards
There were no accounting standards adopted during the nine months ended September 30, 2024 that had a significant impact on our financial position, results of operations, cash flows or disclosures.
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 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. Certain costs may be excluded from the cost-to-cost method of measuring progress, such as significant costs for uninstalled materials, if such costs do not depict our performance in transferring control of goods or services to the customer. 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. The majority of our revenue that is recognized at a point in time is related to parts and certain medical radioisotopes and radiopharmaceuticals in our Commercial Operations segment. For all contracts, if a current estimate of total contract cost indicates a loss on a contract, the projected loss is recognized in full when determined.
See Note 2 for a further discussion of revenue recognition.
Provision for Income Taxes
We are subject to federal income tax in the U.S., Canada, and the U.K., as well as income tax within multiple U.S. state jurisdictions. We provide for income taxes based on the enacted tax laws and rates in the jurisdictions in which we conduct our operations. 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 changes in our mix of income within these jurisdictions, can contribute to shifts in our effective tax rate from period to period.
Our effective tax rate for the three months ended September 30, 2024 was 23.2% as compared to 22.8% for the three months ended September 30, 2023. Our effective tax rate for the nine months ended September 30, 2024 was 22.0% as compared to 23.7% for the nine months ended September 30, 2023. The effective tax rates for the three and nine months ended September 30, 2024 and September 30, 2023 were higher than the U.S. corporate income tax rate of 21% primarily due to state income taxes within the U.S. and the unfavorable rate differential associated with our foreign earnings.
Certain jurisdictions have implemented the Organization for Economic Cooperation and Development’s Pillar Two rules regarding a global minimum tax. Effective January 1, 2024, these rules enforce a minimum effective tax rate of 15%, calculated on a jurisdictional basis. Considering our current global footprint, we do not anticipate that these new rules will materially impact our provision for income taxes.
Cash and Cash Equivalents and Restricted Cash and Cash Equivalents
At September 30, 2024, we had restricted cash and cash equivalents totaling $6.4 million, $3.5 million of which was held for future decommissioning of facilities (which is included in Other Assets on our condensed consolidated balance sheets) and $3.0 million of which was held to meet reinsurance reserve requirements of our captive insurer.
10
The following table provides a reconciliation of cash and cash equivalents and restricted cash and cash equivalents on our condensed consolidated balance sheets to the totals presented on our condensed consolidated statements of cash flows:
September 30,
2024		December 31,
2023
 (In thousands)
Cash and cash equivalents$35,522 $75,766 
Restricted cash and cash equivalents2,962 2,858 
Restricted cash and cash equivalents included in Other Assets3,480 2,991 
Total cash and cash equivalents and restricted cash and cash equivalents as presented on our condensed consolidated statements of cash flows$41,964 $81,615 
Inventories
At September 30, 2024 and December 31, 2023, Other current assets included inventories totaling $37.5 million and $27.4 million, respectively, consisting entirely of raw materials and supplies.
Property, Plant and Equipment, Net
Property, plant and equipment is stated at cost and is set forth below:
 September 30,
2024		December 31,
2023
 (In thousands)
Land$10,622 $10,627 
Buildings411,048 381,081 
Machinery and equipment1,157,929 1,108,504 
Property under construction587,021 571,758 
2,166,620 2,071,970 
Less: Accumulated depreciation891,567 843,450 
Property, Plant and Equipment, Net$1,275,053 $1,228,520 
Accumulated Other Comprehensive Income (Loss)
The components of Accumulated other comprehensive income (loss) included in Stockholders' Equity are as follows:
September 30,
2024		December 31,
2023
 (In thousands)
Currency translation adjustments$(439)$8,669 
Net unrealized gain on derivative financial instruments151 558 
Unrecognized prior service cost on benefit obligations(14,908)(16,917)
Net unrealized gain on available-for-sale investments269 227 
Accumulated other comprehensive loss$(14,927)$(7,463)
11
The amounts reclassified out of Accumulated other comprehensive income (loss) by component and the affected condensed consolidated statements of income line items are as follows:
 Three Months Ended
September 30,		Nine Months Ended
September 30,		 
 2024202320242023 
Accumulated Other Comprehensive Income (Loss) Component Recognized
(In thousands)Line Item Presented
Realized gain (loss) on derivative financial instruments
$(131)$(207)$(40)$(80)Revenues
448 76 373 474 Cost of operations
317 (131)333 394 Total before tax
(80)31 (84)(101)Provision for Income Taxes
$237 $(100)$249 $293 Net Income
Amortization of prior service cost on benefit obligations
$(831)$(830)$(2,494)$(2,490)Other – net
161 162 485 488 Provision for Income Taxes
$(670)$(668)$(2,009)$(2,002)Net Income
Total reclassification for the period
$(433)$(768)$(1,760)$(1,709)
Derivative Financial Instruments
Our operations give rise to exposure to market risks from changes in foreign currency exchange ("FX") rates. We use derivative financial instruments, primarily FX forward contracts, to reduce the impact of changes in FX rates on our operating results. We use these instruments to hedge our exposure associated with revenues or costs on our long-term contracts and other transactions that are denominated in currencies other than our operating entities' functional currencies. We do not hold or issue derivative financial instruments for trading or other speculative purposes.
We enter into derivative financial instruments primarily as hedges of certain firm purchase and sale commitments and loans between domestic and foreign subsidiaries denominated in foreign currencies. We record these contracts at fair value on our condensed consolidated balance sheets. Based on the hedge designation at the inception of the contract, the related gains and losses on these contracts are deferred in stockholders' equity as a component of Accumulated other comprehensive income (loss) until the hedged item is recognized in earnings. The gain or loss on a derivative instrument not designated as a hedging instrument is immediately recognized in earnings. Gains and losses on derivative financial instruments that require immediate recognition are included as a component of Other – net on our condensed consolidated statements of income and are recorded in our condensed consolidated statements of cash flows based on the nature and use of the instruments.
We have designated the majority of our FX forward contracts that qualify for hedge accounting as cash flow hedges. The hedged risk is the risk of changes in functional-currency-equivalent cash flows attributable to changes in FX spot rates of forecasted transactions primarily related to long-term contracts. We exclude from our assessment of effectiveness the portion of the fair value of the FX forward contracts attributable to the difference between FX spot rates and FX forward rates. At September 30, 2024, we had deferred approximately $0.2 million of net gains on these derivative financial instruments. Assuming market conditions continue, we expect to recognize the majority of this amount in the next 12 months. For the three months ended September 30, 2024 and 2023, we recognized (gains) losses of $3.6 million and $(12.6) million, respectively, and for the nine months ended September 30, 2024 and 2023, we recognized (gains) losses of $(11.2) million and $(3.7) million, respectively, in Other – net on our condensed consolidated statements of income associated with FX forward contracts not designated as hedging instruments.
At September 30, 2024, our derivative financial instruments consisted of FX forward contracts with a total notional value of $476.6 million with maturities extending to July 2026. These instruments consist primarily of FX forward contracts to purchase or sell Canadian dollars and Euros. We are exposed to credit-related losses in the event of non-performance by counterparties to derivative financial instruments. We attempt to mitigate this risk by using major financial institutions with high credit ratings. Our counterparties to derivative financial instruments have the benefit of the same collateral arrangements and covenants as described under our credit facility.
12
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 annual periods beginning after December 15, 2023, and interim periods beginning after December 31, 2024, with early adoption permitted. This change will apply retrospectively to all periods presented. The adoption of this standard 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 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 for annual periods beginning after December 15, 2024, with early adoption permitted. This standard will apply on a prospective basis; however, retrospective application in all prior periods presented is permitted. The adoption of this standard will only require changes to our disclosures with no impact on our results of operations, financial position or cash flows.
13
NOTE 2 – REVENUE RECOGNITION
As described in Note 1, our operations are assessed based on two reportable segments.
Disaggregated Revenues
Revenues by geographic area and customer type were as follows:
 Three Months Ended September 30, 2024Three Months Ended September 30, 2023
Government OperationsCommercial OperationsTotalGovernment OperationsCommercial OperationsTotal
 (In thousands)
United States:
Government$533,545 $— $533,545 $427,237 $— $427,237 
Non-Government19,654 18,240 37,894 47,004 15,322 62,326 
$553,199 $18,240 $571,439 $474,241 $15,322 $489,563 
Canada:
Government$22 $— $22 $90 $— $90 
Non-Government473 88,214 88,687 161 92,904 93,065 
$495 $88,214 $88,709 $251 $92,904 $93,155 
Other:
Government$3,630 $— $3,630 $1,008 $— $1,008 
Non-Government2,749 6,658 9,407 2,355 4,133 6,488 
$6,379 $6,658 $13,037 $3,363 $4,133 $7,496 
Segment Revenues$560,073 $113,112 673,185 $477,855 $112,359 590,214 
Eliminations(1,229)(225)
Revenues$671,956 $589,989 
 Nine Months Ended September 30, 2024Nine Months Ended September 30, 2023
Government OperationsCommercial OperationsTotalGovernment OperationsCommercial OperationsTotal
 (In thousands)
United States:
Government$1,507,275 $— $1,507,275 $1,318,149 $— $1,318,149 
Non-Government63,481 51,098 114,579 98,777 41,518 140,295 
$1,570,756 $51,098 $1,621,854 $1,416,926 $41,518 $1,458,444 
Canada:
Government$47 $— $47 $178 $— $178 
Non-Government641 303,742 304,383 754 286,016 286,770 
$688 $303,742 $304,430 $932 $286,016 $286,948 
Other:
Government$5,293 $— $5,293 $3,311 $— $3,311 
Non-Government11,303 16,801 28,104 8,539 14,669 23,208 
$16,596 $16,801 $33,397 $11,850 $14,669 $26,519 
Segment Revenues$1,588,040 $371,641 1,959,681 $1,429,708 $342,203 1,771,911 
Eliminations(2,294)(1,117)
Revenues$1,957,387 $1,770,794 
14
Revenues by timing of transfer of goods or services were as follows:
 Three Months Ended September 30, 2024Three Months Ended September 30, 2023
Government OperationsCommercial OperationsTotalGovernment OperationsCommercial OperationsTotal
 (In thousands)
Over time$557,976 $100,904 $658,880 $473,778 $101,005 $574,783 
Point-in-time2,097 12,208 14,305 4,077 11,354 15,431 
Segment Revenues$560,073 $113,112 673,185 $477,855 $112,359 590,214 
Eliminations(1,229)(225)
Revenues$671,956 $589,989 
 Nine Months Ended September 30, 2024Nine Months Ended September 30, 2023
Government OperationsCommercial OperationsTotalGovernment OperationsCommercial OperationsTotal
 (In thousands)
Over time$1,580,170 $309,884 $1,890,054 $1,415,319 $291,721 $1,707,040 
Point-in-time7,870 61,757 69,627 14,389 50,482 64,871 
Segment Revenues$1,588,040 $371,641 1,959,681 $1,429,708 $342,203 1,771,911 
Eliminations(2,294)(1,117)
Revenues$1,957,387 $1,770,794 
Revenues by contract type were as follows:
 Three Months Ended September 30, 2024Three Months Ended September 30, 2023
Government OperationsCommercial OperationsTotalGovernment OperationsCommercial OperationsTotal
 (In thousands)
Fixed-Price Incentive Fee$366,234 $2,587 $368,821 $301,392 $2,225 $303,617 
Firm-Fixed-Price82,296 72,018 154,314 87,812 72,719 160,531 
Cost-Plus Fee108,507 — 108,507 83,549 — 83,549 
Time-and-Materials3,036 38,507 41,543 5,102 37,415 42,517 
Segment Revenues$560,073 $113,112 673,185 $477,855 $112,359 590,214 
Eliminations(1,229)(225)
Revenues$671,956 $589,989 
 Nine Months Ended September 30, 2024Nine Months Ended September 30, 2023
Government OperationsCommercial OperationsTotalGovernment OperationsCommercial OperationsTotal
 (In thousands)
Fixed-Price Incentive Fee$1,021,222 $13,529 $1,034,751 $920,821 $9,013 $929,834 
Firm-Fixed-Price258,242 207,730 465,972 259,853 221,841 481,694 
Cost-Plus Fee304,305 — 304,305 242,774 — 242,774 
Time-and-Materials4,271 150,382 154,653 6,260 111,349 117,609 
Segment Revenues$1,588,040 $371,641 1,959,681 $1,429,708 $342,203 1,771,911 
Eliminations(2,294)(1,117)
Revenues$1,957,387 $1,770,794 
Performance Obligations
As we progress on our contracts and the underlying performance obligations for which we recognize revenue over time, we refine our estimates of variable consideration and total estimated costs at completion, which impact the overall profitability on our contracts and performance obligations. Changes in these estimates result in the recognition of cumulative catch-up adjustments that impact our revenues and/or costs of contracts. The aggregate impact of changes in estimates increased our revenues and operating income as follows:
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Three Months Ended
September 30,		Nine Months Ended
September 30,
 2024202320242023
 (In thousands)(In thousands)
Revenues (1)
$10,241 $17,370 $7,449 $4,328 
Operating Income (1)
$9,721 $19,870 $6,372 $6,828 
(1)During the three and nine months ended September 30, 2024, no adjustments to any one contract had a material impact on our consolidated financial statements. During the three and nine months ended September 30, 2023, our Government Operations segment results were favorably impacted by contract adjustments related to a nuclear operations contract. These adjustments resulted in an increase in revenue of $20.4 million and $20.0 million and decreases in cost of operations of $2.5 million, for the three and nine months ended September 30, 2023 respectively.
Contract Assets and Liabilities
We include revenues and related costs incurred, plus accumulated contract costs that exceed amounts invoiced to customers under the terms of the contracts, in Contracts in progress. Costs specific to certain contracts for which we recognize revenue at a point in time are also included in Contracts in progress. We include in Advance billings on contracts billings that exceed accumulated contract costs and revenues recognized over time. Amounts that are withheld on our fixed-price incentive fee contracts are classified within Retainages. Certain of these amounts require conditions other than the passage of time to be achieved, with the remaining amounts only requiring the passage of time. Most long-term contracts contain provisions for progress payments. Our unbilled receivables do not contain an allowance for credit losses as we expect to invoice customers and collect all amounts for unbilled receivables. 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. 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 received 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.
 September 30,December 31,
 20242023
 (In thousands)
Included in Contracts in progress:
Unbilled receivables$641,413 $519,931 
Retainages$92,295 $55,181 
Advance billings on contracts$119,563 $107,391 
During the three months ended September 30, 2024 and 2023, we recognized $5.8 million and $1.1 million, respectively, of revenues that were in Advance billings on contracts at the beginning of each year. During the nine months ended September 30, 2024 and 2023, we recognized $92.2 million and $70.3 million, respectively, of revenues that were in Advance billings on contracts at the beginning of each year.
Remaining Performance Obligations
Remaining performance obligations represent the dollar amount of revenue we expect to recognize in the future from performance obligations on contracts previously awarded and in progress. At September 30, 2024, our remaining performance obligations were $3,380.7 million. We expect to recognize approximately 48% of the revenue associated with our remaining performance obligations by the end of 2025, with the remainder to be recognized thereafter.
NOTE 3 – PENSION PLANS AND POSTRETIREMENT BENEFITS
We record the service cost component of net periodic benefit cost within Operating income on our condensed consolidated statements of income. For the three months ended September 30, 2024 and 2023, these amounts were $2.0 million and $2.0 million, respectively. For the nine months ended September 30, 2024 and 2023, these amounts were $5.9 million and $5.9 million, respectively. All other components of net periodic benefit cost are included in Other – net within the condensed consolidated statements of income. For the three months ended September 30, 2024 and 2023, these amounts were $(2.8)
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million and $(2.5) million, respectively. For the nine months ended September 30, 2024 and 2023, these amounts were $(8.5) million and $(7.4) million, respectively. Components of net periodic benefit cost included in net income were as follows:
 Pension BenefitsOther Benefits
Three Months Ended
September 30,		Nine Months Ended
September 30,		Three Months Ended
September 30,		Nine Months Ended
September 30,
 20242023202420232024202320242023
 (In thousands)
Service cost$1,880 $1,881 $5,645 $5,639 $96 $86 $289 $255 
Interest cost11,377 11,913 34,140 35,772 503 538 1,511 1,607 
Expected return on plan assets
(15,072)(15,113)(45,225)(45,332)(487)(634)(1,461)(1,903)
Amortization of prior service cost 820 820 2,460 2,460 11 10 34 30 
Net periodic benefit (income) / loss$(995)$(499)$(2,980)$(1,461)$123 $— $373 $(11)
NOTE 4 – COMMITMENTS AND CONTINGENCIES
There were no material contingencies during the period covered by this Form 10-Q.
NOTE 5 – FAIR VALUE MEASUREMENTS
Investments
The following is a summary of our investments measured at fair value at September 30, 2024:
TotalLevel 1Level 2Level 3Unclassified
 (In thousands)
Equity securities
Mutual funds$8,822 $— $8,822 $— $— 
Available-for-sale securities
Corporate bonds1,837 1,837 — — — 
Total$10,659 $1,837 $8,822 $— $— 
The following is a summary of our investments measured at fair value at December 31, 2023:
TotalLevel 1Level 2Level 3Unclassified
 (In thousands)
Equity securities
Mutual funds$7,713 $— $7,713 $— $— 
Available-for-sale securities
Corporate bonds1,783 1,783 — — — 
Total$9,496 $1,783 $7,713 $— $— 
We estimate the fair value of investments based on quoted market prices. For investments for which there are no quoted market prices, we derive fair values from available yield curves for investments of similar quality and terms.
Derivatives
Level 2 derivative assets and liabilities currently consist of FX forward contracts. Where applicable, the value of these derivative assets and liabilities is computed by discounting the projected future cash flow amounts to present value using market-based observable inputs, including FX forward and spot rates, interest rates and counterparty performance risk adjustments. At September 30, 2024 and December 31, 2023, we had FX forward contracts outstanding to purchase or sell foreign currencies, primarily Canadian dollars and Euros, with a total fair value of $(2.0) million and $(9.9) million, respectively. Derivative assets and liabilities are included in Accounts receivable – other and Accounts payable, respectively, on our condensed consolidated balance sheets.
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Other Financial Instruments
We used the following methods and assumptions in estimating our fair value disclosures for our other financial instruments, as follows:
Cash and cash equivalents and restricted cash and cash equivalents. The carrying amounts that we have reported in the accompanying condensed consolidated balance sheets for Cash and cash equivalents and Restricted cash and cash equivalents approximate their fair values due to their highly liquid nature.
Long-term and short-term debt. We base the fair values of debt instruments, including our 4.125% senior notes due 2028 (the "Senior Notes due 2028") and our 4.125% senior notes due 2029 (the "Senior Notes due 2029"), on quoted market prices. Where quoted prices are not available, we base the fair values on the present value of future cash flows discounted at estimated borrowing rates for similar debt instruments or on estimated prices based on current yields for debt issues of similar quality and terms. At September 30, 2024 and December 31, 2023, the fair value of the Senior Notes due 2028 was $384.9 million and $367.7 million, respectively, and the fair value of the Senior Notes due 2029 was $383.0 million and $367.0 million, respectively. The fair value of our remaining debt instruments approximated their carrying values at September 30, 2024 and December 31, 2023.
Note receivable. Included in Other Assets is a note receivable related to a third-party loan. We base the fair value of this level 2 note receivable instrument on the present value of future cash flows discounted at market interest rates for financial instruments with similar quality and terms. At September 30, 2024 and December 31, 2023, the carrying value of our note receivable was $6.9 million and $7.4 million, respectively, and approximated its fair value.
NOTE 6 – STOCK-BASED COMPENSATION
Stock-based compensation recognized for all of our plans for the three months ended September 30, 2024 and 2023 totaled $4.6 million and $3.7 million, respectively, with associated tax benefit totaling $0.7 million and $0.5 million, respectively. Stock-based compensation recognized for all of our plans for the nine months ended September 30, 2024 and 2023 totaled $15.0 million and $12.5 million, respectively, with associated tax benefit totaling $2.5 million and $2.0 million, respectively.
NOTE 7 – SEGMENT REPORTING
As described in Note 1, our operations are assessed based on two reportable segments. An analysis of our operations by reportable segment is as follows:
Three Months Ended
September 30,		Nine Months Ended
September 30,
 2024202320242023
 (In thousands)
REVENUES:
Government Operations$560,073 $477,855 $1,588,040 $1,429,708 
Commercial Operations113,112 112,359 371,641 342,203 
Eliminations(1,229)(225)(2,294)(1,117)
$671,956 $589,989 $1,957,387 $1,770,794 
OPERATING INCOME:
Government Operations$101,609 $85,632 $279,815 $258,400 
Commercial Operations6,728 9,083 31,947 21,613 
$108,337 $94,715 $311,762 $280,013 
Unallocated Corporate (1)
(11,759)(9,357)(23,417)(20,147)
Total Operating Income$96,578 $85,358 $288,345 $259,866 
Other Income (Expense)(5,954)(7,192)(17,715)(24,087)
Income before Provision for Income Taxes$90,624 $78,166 $270,630 $235,779 
(1)Unallocated corporate includes general corporate overhead not allocated to segments.
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NOTE 8 – EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per share:
Three Months Ended
September 30,		Nine Months Ended
September 30,
 2024202320242023
 (In thousands, except share and per share amounts)
Basic:
Net Income Attributable to BWX Technologies, Inc.$69,483 $60,273 $210,923 $179,962 
Weighted-average common shares91,574,531 91,659,117 91,564,726 91,596,650 
Basic earnings per common share$0.76 $0.66 $2.30 $1.96 
Diluted:
Net Income Attributable to BWX Technologies, Inc.$69,483 $60,273 $210,923 $179,962 
Weighted-average common shares (basic)91,574,531 91,659,117 91,564,726 91,596,650 
Effect of dilutive securities:
Stock options, restricted stock units and performance shares (1)
312,179 236,363 284,998 236,800 
Adjusted weighted-average common shares91,886,710 91,895,480 91,849,724 91,833,450 
Diluted earnings per common share$0.76 $0.66 $2.30 $1.96 
(1)At September 30, 2024 and 2023, we excluded 109,146 and 92,389 shares, respectively, from our diluted share calculation as their effect would have been antidilutive.
NOTE 9 – SUBSEQUENT EVENT
Subsequent to September 30, 2024, we announced our intention to acquire Aerojet Ordinance Tennessee, Inc. ("A.O.T"), a subsidiary of L3Harris Technologies. 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. The acquisition is targeted to close during the fourth quarter of 2024 and will require a cash investment of approximately $98.0 million upon closing. Once completed, A.O.T. will be reported as part of our Government Operations segment.

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Item 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following information should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto included in Item 1 in Part I of this quarterly report on Form 10-Q ("Report"), as well as the audited consolidated financial statements and the related notes and Item 7 of our annual report on Form 10-K for the year ended December 31, 2023 (our "2023 10-K").
In this Report, unless the context otherwise indicates, "we," "us" and "our" mean BWX Technologies, Inc. ("BWXT" or the "Company") and its consolidated subsidiaries.
Cautionary Statement Concerning Forward-Looking Statements
From time to time, our management or persons acting on our behalf make forward-looking statements to inform existing and potential security holders about our Company. Forward-looking statements include those statements that express a belief, expectation or intention, as well as those that are not statements of historical fact, within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Statements and assumptions regarding expectations and projections of specific projects, our future backlog, revenues, income, capital spending, strategic investments, acquisitions or divestitures, return of capital activities or margin improvement initiatives are examples of forward-looking statements. Forward-looking statements are generally accompanied by words such as "estimate," "project," "predict," "believe," "expect," "anticipate," "plan," "seek," "goal," "could," "intend," "may," "should" or other words that convey the uncertainty of future events or outcomes. In addition, sometimes we will specifically describe a statement as being a forward-looking statement and refer to this cautionary statement.
We have based our forward-looking statements on information currently available to us and our current expectations, estimates and projections about our Company, industries and business environment. We caution that these statements are not guarantees of future performance and you should not rely unduly on them as they involve risks, uncertainties and assumptions that we cannot predict. In addition, we have based many of these forward-looking statements on assumptions about future events that may prove to be inaccurate. 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 Item 1A of our 2023 10-K, most of which are difficult to predict and many of which are beyond our control. Accordingly, our actual results may differ materially from the future performance that we have expressed or forecast in our forward-looking statements.
We have discussed many of these factors in more detail elsewhere in this Report. These factors are not necessarily all the factors that could affect us. Unpredictable or unanticipated factors we have not discussed in this Report or in our 2023 10-K could also have material adverse effects on actual results of matters that are the subject of our forward-looking statements. We do not intend to update or review any forward-looking statement or our description of important factors, whether as a result of new information, future events or otherwise, except as required by applicable laws.
General
We operate in two reportable segments: Government Operations and Commercial Operations. In general, we operate in capital-intensive industries and rely on large contracts for a substantial amount of our revenues. We are currently exploring growth strategies across our segments to expand and complement our existing businesses. We would expect to fund these opportunities with cash generated from operations or by raising additional capital through debt, equity or some combination thereof.
Government Operations
The revenues of our Government Operations segment are largely a function of defense spending by the U.S. Government. Through this segment, we engineer, design and manufacture precision naval nuclear components, reactors and nuclear fuel for the U.S. Department of Energy ("DOE")/National Nuclear Safety Administration's Naval Nuclear Propulsion Program. In addition, we supply proprietary and sole-source valves, manifolds and fittings to global naval and commercial shipping customers. As a supplier of major nuclear components for certain U.S. Government programs, this segment is a significant participant in the defense industry.
This segment also provides various services to the U.S. Government by managing and operating high-consequence operations at U.S. nuclear weapons sites, national laboratories and manufacturing complexes. The revenues and equity income of investees under these types of contracts are largely a function of spending by the U.S. Government and the performance
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scores we and our consortium partners earn in managing and operating these sites. With our specialized capabilities of full life-cycle management of special materials, facilities and technologies, we believe this segment is well-positioned to continue participating in the ongoing cleanup, operation and management of critical government-owned nuclear sites, laboratories and manufacturing complexes maintained by the DOE, NASA and other federal agencies.
Additionally, this segment also develops technology for a variety of applications, including advanced nuclear power sources, and offers complete advanced nuclear fuel and reactor design and engineering, licensing and manufacturing services for new advanced nuclear reactors.
Commercial Operations
Through this segment, we design and manufacture commercial nuclear steam generators, heat exchangers, pressure vessels, reactor components, as well as other auxiliary equipment, including containers for the storage of spent nuclear fuel and other high-level nuclear waste. This segment is a leading supplier of nuclear fuel, fuel handling systems, tooling delivery systems, nuclear-grade materials and precisely machined components, and related services for CANDU nuclear power plants. This segment also provides a variety of engineering and in-plant services and is a significant supplier to nuclear power utilities undergoing major refurbishment and plant life extension projects. Additionally, this segment is a global manufacturer and supplier of critical medical radioisotopes and radiopharmaceuticals.
Our Commercial Operations segment's overall activity primarily depends on the demand and competitiveness of nuclear energy and the demand for critical radioisotopes and radiopharmaceuticals. A significant portion of our Commercial Operations segment's operations depends on the timing of maintenance outages, the cyclical nature of capital expenditures and major refurbishment and life extension projects, as well as the demand for nuclear fuel and fuel handling equipment primarily in the Canadian market, which could cause variability in our financial results.
Critical Accounting Estimates
For a summary of the critical accounting policies and estimates that we use in the preparation of our unaudited condensed consolidated financial statements, see Item 7 of our 2023 10-K. There have been no material changes to our critical accounting policies and estimates during the nine months ended September 30, 2024.
Contracts & Revenue Recognition
We generally recognize estimated contract revenue and resulting income over time based on the measurement of the extent of progress toward completion using total costs incurred as a percentage of the total estimated project costs for individual performance obligations. 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. If a current estimate of total contract costs indicates a loss on a contract, the projected loss is recognized in full when determined.
As we progress on our contracts and the underlying performance obligations, we refine our estimates of variable consideration and total estimated costs at completion, which impact the overall profitability on our contracts and performance obligations. Changes in these estimates result in the recognition of cumulative catch-up adjustments that impact our revenues and/or costs of contracts. The aggregate impact of changes in estimates increased our revenues and operating income as follows:
Three Months Ended
September 30,		Nine Months Ended
September 30,
 2024202320242023
 (In thousands)(In thousands)
Revenues (1)
$10,241 $17,370 $7,449 $4,328 
Operating Income (1)
$9,721 $19,870 $6,372 $6,828 
(1)During the three and nine months ended September 30, 2024, no adjustments to any one contract had a material impact on our consolidated financial statements. During the three and nine months ended September 30, 2023, our Government Operations segment results were favorably impacted by contract adjustments related to a nuclear operations contract. These adjustments resulted in an increase in revenue of $20.4 million and $20.0 million and decreases in cost of operations of $2.5 million, for the three and nine months ended September 30, 2023 respectively.
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Results of Operations – Three and Nine Months Ended September 30, 2024 vs. Three and Nine Months Ended September 30, 2023
Selected financial highlights are presented in the table below:
 Three Months Ended
September 30,		 Nine Months Ended
September 30,		 
 20242023$ Change20242023$ Change
 (In thousands)
REVENUES:
Government Operations$560,073 $477,855 $82,218 $1,588,040 $1,429,708 $158,332 
Commercial Operations113,112 112,359 753 371,641 342,203 29,438 
Eliminations(1,229)(225)(1,004)(2,294)(1,117)(1,177)
$671,956 $589,989 $81,967 $1,957,387 $1,770,794 $186,593 
OPERATING INCOME:
Government Operations$101,609 $85,632 $15,977 $279,815 $258,400 $21,415 
Commercial Operations6,728 9,083 (2,355)31,947 21,613 10,334 
$108,337 $94,715 $13,622 $311,762 $280,013 $31,749 
Unallocated Corporate(11,759)(9,357)(2,402)(23,417)(20,147)(3,270)
Total Operating Income$96,578 $85,358 $11,220 $288,345 $259,866 $28,479 
Consolidated Results of Operations
Three months ended September 30, 2024 vs. 2023
Consolidated revenues increased 13.9%, or $82.0 million, to $672.0 million in the three months ended September 30, 2024 compared to $590.0 million for the corresponding period of 2023, due to increases in our Government Operations and Commercial Operations segments of $82.2 million and $0.8 million, respectively.
Consolidated operating income increased $11.2 million to $96.6 million in the three months ended September 30, 2024 compared to $85.4 million for the corresponding period of 2023. Operating income in our Government Operations segment increased $16.0 million which was partially offset by lower operating income in our Commercial Operations segment of $2.4 million when compared to the corresponding period in the prior year. We also experienced an increase in Unallocated Corporate expenses of $2.4 million when compared to the corresponding period in the prior year.
Nine months ended September 30, 2024 vs. 2023
Consolidated revenues increased 10.5%, or $186.6 million, to $1,957.4 million in the nine months ended September 30, 2024 compared to $1,770.8 million for the corresponding period of 2023, due to increases in our Government Operations and Commercial Operations segments of $158.3 million and $29.4 million, respectively.
Consolidated operating income increased $28.5 million to $288.3 million in the nine months ended September 30, 2024 compared to $259.9 million for the corresponding period of 2023. Operating income in our Government Operations and Commercial Operations segments increased $21.4 million and $10.3 million, respectively. These increases were partially offset by an increase in Unallocated Corporate expenses of $3.3 million when compared to the corresponding period in the prior year.
Government Operations
 Three Months Ended
September 30,		 Nine Months Ended
September 30,		 
 20242023$ Change20242023$ Change
 (In thousands)
Revenues$560,073 $477,855 $82,218 $1,588,040 $1,429,708 $158,332 
Operating Income$101,609 $85,632 $15,977 $279,815 $258,400 $21,415 
% of Revenues18.1%17.9%17.6%18.1%
22
Three months ended September 30, 2024 vs. 2023
Revenues increased $82.2 million, or 17.2%, to $560.1 million in the three months ended September 30, 2024 compared to $477.9 million for the corresponding period of 2023. The increase was primarily driven by higher volume in the manufacture of nuclear components for U.S. Government programs of $47.2 million as well as an increase in revenues caused by the timing of long-lead material procurements of $32.0 million, when compared to the corresponding period in the prior year. Continued growth in design and engineering work executed by our advanced technologies business, particularly in the defense market, resulted in an additional increase in revenues of $20.7 million. These increases were partially offset by a decrease in revenues associated with our downblending operations.
Operating income increased $16.0 million to $101.6 million in the three months ended September 30, 2024 compared to $85.6 million for the corresponding period of 2023, primarily driven by the operating income impact of the changes in revenues noted above.
Nine months ended September 30, 2024 vs. 2023
Revenues increased $158.3 million, or 11.1%, to $1,588.0 million in the nine months ended September 30, 2024 compared to $1,429.7 million for the corresponding period of 2023. The increase was primarily driven by higher volume in the manufacture of nuclear components for U.S. Government programs of $101.4 million when compared to the corresponding period in the prior year. Continued growth in design and engineering work executed by our advanced technologies business, particularly in the defense market, resulted in additional revenues of $59.0 million. These increases were partially offset by a decrease in revenues associated with our downblending operations.
Operating income increased $21.4 million to $279.8 million in the nine months ended September 30, 2024 compared to $258.4 million for the corresponding period of 2023, primarily driven by the operating income impact of the changes in revenues noted above. This was partially offset by a decrease associated with our downblending operations and by investments in new digital and transformation related initiatives that caused an increase in selling, general and administrative expenses when compared to the corresponding period of the prior year.
Commercial Operations
 Three Months Ended
September 30,		 Nine Months Ended
September 30,		 
 20242023$ Change20242023$ Change
 (In thousands)
Revenues$113,112 $112,359 $753 $371,641 $342,203 $29,438 
Operating Income$6,728 $9,083 $(2,355)$31,947 $21,613 $10,334 
% of Revenues5.9%8.1%8.6%6.3%
Three months ended September 30, 2024 vs. 2023
Revenues increased 0.7%, or $0.8 million, to $113.1 million in the three months ended September 30, 2024 compared to $112.4 million for the corresponding period of 2023. The increase was primarily related to higher revenues in our nuclear components, medical radioisotopes, fuel handling and fuel fabrication businesses, partially offset by lower revenues in our on-site refurbishment work when compared to the same period in the prior year.
Operating income decreased $2.4 million to $6.7 million in the three months ended September 30, 2024 compared to $9.1 million for the corresponding period of 2023. The decrease was primarily related to a $2.2 million increase in expenses associated with due diligence and restructuring-related activities as well as higher expenses in our components business when compared to the corresponding period of the prior year. These decreases were partially offset by a favorable shift in our product mix when compared to the same period in the prior year.
Nine months ended September 30, 2024 vs. 2023
Revenues increased 8.6%, or $29.4 million, to $371.6 million in the nine months ended September 30, 2024 compared to $342.2 million for the corresponding period of 2023. The increase was driven by higher revenues across all of our core
23
businesses when compared to the corresponding period in the prior year which included a $12.6 million increase in our medical radioisotopes business.
Operating income increased $10.3 million to $31.9 million in the nine months ended September 30, 2024 compared to $21.6 million for the corresponding period of 2023. The increase was primarily due to the increase in revenues noted above as well as a favorable shift in our product mix. The increase was partially offset by a $1.1 million increase in expenses associated with due diligence and restructuring-related activities when compared to the corresponding period of the prior year.
Unallocated Corporate
Unallocated corporate expenses increased $2.4 million and $3.3 million in the three and nine months ended September 30, 2024, respectively, when compared to the corresponding periods of 2023. During the third quarter of 2023, we undertook several initiatives to transform our current information technology infrastructure and to improve the effectiveness of our digital framework. These initiatives are expected to continue into 2026 and accounted for increases in expense of $2.0 million and $6.1 million for the three and nine months ended September 30, 2024, respectively. We also experienced an increase in legal and consulting costs associated with due diligence activities of $2.2 million and $2.1 million for the three and nine months ended September 30, 2024, respectively. These increases were partially offset by decreases in healthcare costs when compared to the corresponding periods in the prior year.
Provision for Income Taxes
 Three Months Ended
September 30,		 Nine Months Ended
September 30,		 
 20242023$ Change20242023$ Change
 (In thousands)
Income before Provision for Income Taxes$90,624 $78,166 $12,458 $270,630 $235,779 $34,851 
Provision for Income Taxes$20,983 $17,814 $3,169 $59,410 $55,769 $3,641 
Effective Tax Rate23.2%22.8%22.0%23.7%
We primarily operate in the U.S., Canada and the U.K. and we recognize our U.S. income tax provision based on the U.S. federal statutory rate of 21%, our Canadian tax provision based on the Canadian local statutory rate of approximately 25%, and our U.K. tax provision based on the U.K. local statutory rate of 25%.
Our effective tax rate for the three months ended September 30, 2024 was 23.2% as compared to 22.8% for the three months ended September 30, 2023. Our effective tax rate for the nine months ended September 30, 2024 was 22.0% as compared to 23.7% for the nine months ended September 30, 2023. The effective tax rates for the three and nine months ended September 30, 2024 and September 30, 2023 were higher than the U.S. corporate income tax rate of 21%, primarily due to state income taxes within the U.S. and the unfavorable rate differential associated with our foreign earnings.
Certain jurisdictions have implemented the Organization for Economic Cooperation and Development’s Pillar Two rules regarding a global minimum tax. Effective January 1, 2024, these rules enforce a minimum effective tax rate of 15%, calculated on a jurisdictional basis. Considering our current global footprint, we do not anticipate that these new rules will materially impact our provision for income taxes.
Backlog
Backlog represents the dollar amount of revenue we expect to recognize in the future from contracts awarded and in progress. Not all of our expected revenue from a contract award is recorded in backlog for a variety of reasons, including that some projects are awarded and completed within the same reporting period.
Our backlog is equal to our remaining performance obligations under contracts that meet the criteria in FASB Topic Revenue from Contracts with Customers, as discussed in Note 2 to our condensed consolidated financial statements included in this Report. It is possible that our methodology for determining backlog may not be comparable to methods used by other companies.
We are subject to the budgetary and appropriations cycle of the U.S. Government as it relates to our Government Operations segment. Backlog may not be indicative of future operating results and projects in our backlog may be cancelled, modified or otherwise altered by customers.
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September 30,
2024		December 31,
2023
(In approximate millions)
Government Operations$2,745 $3,217 
Commercial Operations635 781 
Total Backlog$3,380 $3,998 
We do not include the value of our unconsolidated joint venture contracts in backlog. These unconsolidated joint ventures are included in our Government Operations segment.
As of September 30, 2024, our ending backlog was $3,380.7 million, which included $366.4 million of unfunded backlog related to U.S. Government contracts. We expect to recognize approximately 48% of the revenue associated with our backlog by the end of 2025, with the remainder to be recognized thereafter.
Major new awards from the U.S. Government are typically received following Congressional approval of the budget for the U.S. Government's next fiscal year, which starts October 1, and may not be awarded to us before the end of the calendar year. Due to the fact that most contracts awarded by the U.S. 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 September 30, 2024, was approximately $100 million, which is expected to be awarded in 2024, subject to annual Congressional appropriations.
Liquidity and Capital Resources
Credit Facility
On October 12, 2022, we entered into an Amended and Restated Credit Agreement (the "Credit Facility") with Wells Fargo Bank, National Association, as administrative agent, and the other lenders party thereto. The Credit Facility consists of a $750 million senior secured revolving credit facility (the "Revolving Credit Facility") and a $250 million senior secured term A loan (the "Term Loan"). The Revolving Credit Facility and the Term Loan are scheduled to mature on October 12, 2027. 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 net 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. The Credit Facility is secured by first-priority liens on certain assets owned by the Company and its subsidiary guarantors (other than its subsidiaries comprising a portion of its Government Operations segment).
The Credit Facility requires interest payments on outstanding loans on a periodic basis until maturity. 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 ended 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.
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. The maximum permitted total net leverage ratio is 4.00 to 1.00, which may be increased to 4.50 to 1.00 for up to four consecutive fiscal quarters after a material acquisition. 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. As of September 30, 2024, we were in compliance with all covenants set forth in the Credit Facility.
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Outstanding loans under the Credit Facility bear interest at our option at either (1) the Term SOFR plus a credit spread adjustment of 0.10% plus a margin ranging from 1.0% to 1.75% per year or (2) the base rate plus a margin ranging from 0.0% to 0.75% per year. We are charged a commitment fee on the unused portion of the Revolving Credit Facility, and that fee ranges from 0.15% to 0.225% per year. Additionally, we are charged a letter of credit fee of between 1.0% and 1.75% per year with respect to the amount of each financial letter of credit issued under the Revolving Credit Facility, and a letter of credit fee of between 0.75% and 1.05% per year with respect to the amount of each performance letter of credit issued under the Revolving Credit Facility. The applicable margin for loans, the commitment fee and the letter of credit fees set forth above will vary quarterly based on our total net leverage ratio. Based on the total net leverage ratio applicable at September 30, 2024, the margin for Term SOFR and base rate loans was 1.25% and 0.25%, respectively, the letter of credit fee for financial letters of credit and performance letters of credit was 1.25% and 0.825%, respectively, and the commitment fee for the unused portion of the Revolving Credit Facility was 0.175%.
As of September 30, 2024, borrowings under the Term Loan totaled $239.1 million, borrowings and letters of credit issued under the Revolving Credit Facility totaled $200.0 million and $1.4 million, respectively, and we had $548.6 million available under the Revolving Credit Facility for borrowings and to meet letter of credit requirements. As of September 30, 2024, the weighted-average interest rate on outstanding borrowings under the Credit Facility was 6.31%.
The Credit Facility generally includes customary events of default for a secured credit facility. Under the Credit Facility, (1) if an event of default relating to bankruptcy or other insolvency events occurs with respect to the Company, all related obligations will immediately become due and payable; (2) if any other event of default exists, the lenders will be permitted to accelerate the maturity of the related obligations outstanding; and (3) if any event of default exists, the lenders will be permitted to terminate their commitments thereunder and exercise other rights and remedies, including the commencement of foreclosure or other actions against the collateral.
If any default occurs under the Credit Facility, or if we are unable to make any of the representations and warranties in the Credit Facility, we will be unable to borrow funds or have letters of credit issued under the Credit Facility.
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. Bank Trust Company, National Association (formerly known as U.S. Bank National Association) ("U.S. Bank"), as trustee. The Senior Notes due 2028 are guaranteed by each of the Company's present and future direct and indirect wholly owned domestic subsidiaries that is a guarantor under the Credit Facility.
Interest on the Senior Notes due 2028 is payable semi-annually in cash in arrears on June 30 and December 30 of each year at a rate of 4.125% per annum. 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 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 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. The 2020 Indenture also contains customary negative covenants. As of September 30, 2024, we were in compliance with all covenants set forth in the 2020 Indenture and the Senior Notes due 2028.
Senior Notes due 2029
We issued $400 million aggregate principal amount of 4.125% senior notes due 2029 (the "Senior Notes due 2029") pursuant to an indenture dated April 13, 2021 (the "2021 Indenture"), among the Company, certain of our subsidiaries, as guarantors, and U.S. Bank, as trustee. The Senior Notes due 2029 are guaranteed by each of the Company's present and future direct and indirect wholly owned domestic subsidiaries that is a guarantor under the Credit Facility.
Interest on the Senior Notes due 2029 is payable semi-annually in cash in arrears on April 15 and October 15 of each year, at a rate of 4.125% per annum. The Senior Notes due 2029 will mature on April 15, 2029.
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We may redeem the Senior Notes due 2029, in whole or in part, at any time 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.
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. The 2021 Indenture also contains customary negative covenants. As of September 30, 2024, we were in compliance with all covenants set forth in the 2021 Indenture and the Senior Notes due 2029.
Other Arrangements
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, 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 September 30, 2024, bonds issued and outstanding under these arrangements totaled approximately $101.1 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. Although there can be no assurance that we will maintain our bilateral letter of credit facility 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 September 30, 2024, letters of credit issued and outstanding under our bilateral letter of credit facility totaled approximately $35.6 million, and such letters of credit are secured by the collateral under our Credit Facility.
Long-term Benefit Obligations
As of September 30, 2024, we had underfunded defined benefit pension and postretirement benefit plans with obligations totaling approximately $96.2 million. These long-term liabilities are expected to require use of our resources to satisfy future funding obligations. Based largely on statutory funding requirements, we expect to make contributions of approximately $1.4 million for the remainder of 2024 related to our pension and postretirement plans. We may also make additional contributions based on a variety of factors including, but not limited to, tax planning, evaluation of funded status and risk mitigation strategies.
Other
Cash, Cash Equivalents, Restricted Cash and Investments
Our domestic and foreign cash and cash equivalents, restricted cash and cash equivalents and investments as of September 30, 2024 and December 31, 2023 were as follows:
September 30,
2024		December 31,
2023
 (In thousands)
Domestic$46,427 $71,177 
Foreign6,196 19,934 
Total$52,623 $91,111 

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Our working capital increased by $102.7 million to $545.5 million at September 30, 2024 from $442.8 million at December 31, 2023, primarily attributable to changes in contracts in progress and retainages due to the timing of project cash flows which was partially offset by the timing of vendor payments.
Our net cash provided by operating activities decreased by $10.4 million to $131.5 million in the nine months ended September 30, 2024, compared to cash provided by operating activities of $141.9 million in the nine months ended September 30, 2023. The decrease in cash provided by operating activities was primarily attributable to the timing of project cash flows which was partially offset by the timing of vendor payments and an increase in net income.
Our net cash used in investing activities decreased by $4.1 million to $100.9 million in the nine months ended September 30, 2024, compared to cash used in investing activities $105.0 million in the nine months ended September 30, 2023. No single item contributed significantly to this change.
Our net cash used in financing activities increased by $47.7 million to $69.9 million in the nine months ended September 30, 2024, compared to cash used in financing activities of $22.2 million in the nine months ended September 30, 2023. The increase in cash used in financing activities was primarily attributable to a reduction in net borrowings of long-term debt of $30.0 million as well as an increase in repurchases of common stock of $20.0 million when compared to the corresponding period of the prior year.
At September 30, 2024, we had restricted cash and cash equivalents totaling $6.4 million, $3.5 million of which was held for future decommissioning of facilities (which is included in Other Assets on our condensed consolidated balance sheets) and $3.0 million of which was held to meet reinsurance reserve requirements of our captive insurer.
At September 30, 2024, we had long-term investments with a fair value of $10.7 million. Our investment portfolio consists primarily of corporate bonds and mutual funds. Our debt securities are carried at fair value and are either classified as trading, with unrealized gains and losses reported in earnings, or as available-for-sale, with unrealized gains and losses, net of tax, being reported as a component of other comprehensive income. Our equity securities are carried at fair value with the unrealized gains and losses reported in earnings.
Cash Requirements
As discussed in Note 9 to our condensed consolidated financial statements, subsequent to September 30, 2024, we announced our intention to acquire Aerojet Ordinance Tennessee, Inc., a subsidiary of L3Harris Technologies. We expect to make a significant cash investment during the fourth quarter of 2024 to complete this acquisition.
We believe we have sufficient cash and cash equivalents and borrowing capacity, along with cash generated from operations and continued access to capital markets, to satisfy our cash requirements for the next 12 months and beyond.
Item 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our exposures to market risks have not changed materially from those disclosed in Item 7A of our 2023 10-K.
Item 4.    CONTROLS AND PROCEDURES
As of the end of the period covered by this Report, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) adopted by the Securities and Exchange Commission ("SEC") under the Exchange Act). This evaluation was conducted under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer. Our disclosure controls and procedures were developed through a process in which our management applied its judgment in assessing the costs and benefits of such controls and procedures, which, by their nature, can provide only reasonable assurance regarding the control objectives. You should note that the design of any system of disclosure controls and procedures is based in part upon various assumptions about the likelihood of future events, and we cannot assure you that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. Based on the evaluation referred to above, our Chief Executive Officer and Chief Financial Officer concluded that the design and operation of our disclosure controls and procedures are effective as of September 30, 2024 to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and such information is accumulated and communicated to management as appropriate to allow timely decisions regarding disclosure. There has been no change in our internal control over financial
28
reporting during the three months ended September 30, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
29
PART II
OTHER INFORMATION
Item 1.    LEGAL PROCEEDINGS
For information regarding ongoing investigations and litigation, see Note 4 to our unaudited condensed consolidated financial statements in Part I of this Report, which we incorporate by reference into this Item.
Item 1A.    RISK FACTORS
In addition to the other information in this Report, the other factors presented in Item 1A of our 2023 10-K are some of the factors that could materially affect our business, financial condition or future results. There have been no material changes to our risk factors from those disclosed in our 2023 10-K.
Item 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Since November 2012, we have periodically announced that our Board of Directors has authorized share repurchase programs. The following table provides information on our purchases of equity securities during the three months ended September 30, 2024. Any shares purchased that were not part of a publicly announced plan or program are related to repurchases of common stock pursuant to the provisions of employee benefit plans that permit the repurchase of shares to satisfy statutory tax withholding obligations.
Period
Total number
of shares
purchased (1)
Average
price
paid
per share		Total number of shares purchased as part of publicly announced plans or programs
Approximate dollar
value of shares that
may yet be
purchased under the
plans or programs
(in millions) (2)
July 1, 2024 - July 31, 2024— $— — $377.6 
August 1, 2024 - August 31, 20242,965 $101.65 — $377.6 
September 1, 2024 - September 30, 202419 $103.00 — $377.6 
Total2,984 $101.66 — 
(1)Includes 0, 2,965 and 19 shares repurchased during July, August and September, respectively, pursuant to the provisions of employee benefit plans that permit the repurchase of shares to satisfy statutory tax withholding obligations.
(2)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.
Item 5.    OTHER INFORMATION
Rule 10b5-1 Trading Arrangements
During the three months ended September 30, 2024, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.
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Item 6.    EXHIBITS
Exhibit
Number		Description
3.1
3.2
3.3
31.1
31.2
32.1
32.2
101.INSInline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCHInline XBRL Taxonomy Extension Schema Document
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document
101.LABInline XBRL Taxonomy Extension Label Linkbase Document
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

31
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
BWX TECHNOLOGIES, INC.
/s/ Robb A. LeMasters
By:Robb A. LeMasters
Senior Vice President and Chief Financial Officer
(Principal Financial Officer and Duly Authorized
Representative)
/s/ Mike T. Fitzgerald
By:Mike T. Fitzgerald
Vice President, Finance and Chief Accounting Officer
(Principal Accounting Officer and Duly Authorized
Representative)
November 4, 2024
32
Document

EXHIBIT 31.1
CERTIFICATION
I, Rex D. Geveden, certify that:
1.I have reviewed this quarterly report on Form 10-Q of BWX Technologies, Inc. for the quarterly period ended September 30, 2024;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
November 4, 2024
/s/ Rex D. Geveden
Rex D. Geveden
President and Chief Executive Officer

Document

EXHIBIT 31.2
CERTIFICATION
I, Robb A. LeMasters, certify that:
1.I have reviewed this quarterly report on Form 10-Q of BWX Technologies, Inc. for the quarterly period ended September 30, 2024;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 November 4, 2024
/s/ Robb A. LeMasters
Robb A. LeMasters
Senior Vice President and Chief Financial Officer

Document

EXHIBIT 32.1
BWX TECHNOLOGIES, INC.
Certification Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), I, Rex D. Geveden, President and Chief Executive Officer of BWX Technologies, Inc., a Delaware corporation (the “Company”), hereby certify, to my knowledge, that:
 
(1)the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: November 4, 2024  /s/ Rex D. Geveden
  Rex D. Geveden
  President and Chief Executive Officer
The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.

Document

EXHIBIT 32.2
BWX TECHNOLOGIES, INC.
Certification Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), I, Robb A. LeMasters, Senior Vice President and Chief Financial Officer of BWX Technologies, Inc., a Delaware corporation (the “Company”), hereby certify, to my knowledge, that:
 
(1)the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: November 4, 2024  /s/ Robb A. LeMasters
  Robb A. LeMasters
  Senior Vice President and Chief Financial Officer
The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.