BWX Technologies, Inc.

Previous wording

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 nuclear power plants. This segment also provides a variety of engineering and in-plant services and offers a broad suite of lifecycle support and management services for the global nuclear power industry, transmission and distribution markets. This segment is a significant supplier to nuclear power utilities undergoing major refurbishment and plant life extension projects and is a global manufacturer and supplier of critical medical radioisotopes and radiopharmaceuticals.

Current wording

Through this segment, we design and manufacture commercial nuclear steam generators, heat exchangers, pressure vessels, reactor components, complex heavy-walled and heat transfer 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 nuclear power plants. This segment also provides a variety of engineering and in-plant services and offers a broad suite of lifecycle support and management services for the global nuclear power industry, transmission and distribution markets. This segment is a significant supplier to nuclear power utilities undergoing major refurbishment and plant life extension projects and is a global manufacturer and supplier of critical medical radioisotopes and radiopharmaceuticals.

Previous wording

PCG was a privately held U.S. manufacturer of complex, heavy-walled and heat-transfer components. The acquisition will expand BWXT’s heavy-manufacturing footprint and establish additional U.S. commercial nuclear production capacity to serve growing domestic demand. PCG will be reported as part of our Commercial Operations segment.

Current wording

On July 1, 2026, we acquired all of the membership interests of Precision Components Group, LLC ("PCG"), including its subsidiaries Precision Custom Components and DC Fabricators. PCG is a U.S. manufacturer of complex, heavy-walled and heat-transfer components. The acquisition expands BWXT’s heavy-manufacturing footprint and establishes additional U.S. commercial nuclear production capacity to serve growing domestic demand. PCG's results are reported as part of our Commercial Operations segment.

Previous wording

On July 31, 2026, we entered into a definitive agreement to sell our medical business, which includes BWXT Medical and Kinectrics' stable medical isotope business, to Nordic Capital in a transaction valued at up to $800 million. Under the agreement, BWXT will continue to provide specialized isotope and radiochemical expertise to Nordic Capital and will retain a minority interest in the divested business. The transaction is subject to customary regulatory approvals and is expected to be completed in 2026 or in the first quarter of 2027.

Current wording

On July 31, 2026, we entered into a definitive agreement to sell our medical business, which includes BWXT Medical and Kinectrics' stable medical isotope business, to Nordic Capital, in a transaction valued at up to $800 million. Under the agreement, BWXT will continue to provide specialized isotope and radiochemical expertise to Nordic Capital and will maintain a minority interest in the divested business. The transaction is subject to customary regulatory approvals and is expected to be completed in 2026 or in the first quarter of 2027. For the quarter ended September 30, 2026, we classified our medical business, which is part of our Commercial Operations segment, as held for sale.

Previous wording

See Note 2 to our condensed consolidated financial statements for additional information about our recent acquisition activity.

Current wording

See Note 2 to our condensed consolidated financial statements for additional information about our recent acquisition and divestiture activity.

Previous wording

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 2025 10-K. There have been no material changes to our critical accounting policies and estimates during the six months ended June 30, 2026.

Current wording

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 2025 10-K. There have been no material changes to our critical accounting policies and estimates during the nine months ended September 30, 2026.

Previous wording

(1)During the three and six months ended June 30, 2026, no adjustments to any one contract had a material impact on our consolidated financial statements. During the three and six months ended June 30, 2025, our Government Operations segment results were favorably impacted by material contract adjustments related to a nuclear operations contract resulting in an increase in revenue and operating income of $29.4 million.

Current wording

(1)During the three and nine months ended September 30, 2026, no adjustments to any one contract had a material impact on our consolidated financial statements. During the three months ended September 30, 2025, no adjustments to any one contract had a material impact on our consolidated financial results. During the nine months ended September 30, 2025, our Government Operations segment results were favorably impacted by material contract adjustments related to a nuclear operations contract resulting in an increase in revenue and operating income of $29.4 million.

Previous wording

Results of Operations – Three and Six Months Ended June 30, 2026 vs. Three and Six Months Ended June 30, 2025

Current wording

Results of Operations – Three and Nine Months Ended September 30, 2026 vs. Three and Nine Months Ended September 30, 2025

Previous wording

Consolidated revenues increased 18.0%, or $137.6 million, to $901.6 million in the three months ended June 30, 2026 compared to $764.0 million for the corresponding period of 2025, due to increases in our Government Operations and Commercial Operations segments of $12.3 million and $126.4 million, respectively.

Current wording

Consolidated revenues increased 10.0%, or $86.7 million, to $953.0 million in the three months ended September 30, 2026 compared to $866.3 million for the corresponding period of 2025, due to increases in our Government Operations and Commercial Operations segments of $22.4 million and $63.2 million, respectively.

Previous wording

Consolidated operating income increased $11.7 million to $114.1 million in the three months ended June 30, 2026 compared to $102.4 million for the corresponding period of 2025 due to an increase in our Commercial Operations segment of $17.5 million, partially offset by a decrease in our Government Operations segment of $3.7 million and an increase in Unallocated Corporate expenses of $2.0 million when compared to the corresponding period in the prior year.

Current wording

Consolidated operating income increased $18.7 million to $132.1 million in the three months ended September 30, 2026 compared to $113.3 million for the corresponding period of 2025 due to an increase in our Government Operations and Commercial Operations segments of $25.2 million and $2.3 million, respectively, offset partially by an increase in Unallocated Corporate expenses of $8.8 million when compared to the corresponding period in the prior year.

Previous wording

Consolidated revenues increased 21.8%, or $315.5 million, to $1,761.8 million in the six months ended June 30, 2026 compared to $1,446.3 million for the corresponding period of 2025, due to increases in our Government Operations and Commercial Operations segments of $34.9 million and $281.7 million, respectively.

Current wording

Consolidated revenues increased 17.4%, or $402.2 million, to $2,714.8 million in the nine months ended September 30, 2026 compared to $2,312.6 million for the corresponding period of 2025 due to increases in our Government Operations and Commercial Operations segments of $57.3 million and $344.9 million, respectively.

Previous wording

Consolidated operating income increased $21.8 million to $220.8 million in the six months ended June 30, 2026 compared to $199.1 million for the corresponding period of 2025 due to an increase in our Commercial Operations segment of $35.0 million, partially offset by a decrease in operating income in our Government Operations segment of $2.3 million and an increase in Unallocated Corporate expenses of $10.9 million when compared to the corresponding period in the prior year.

Current wording

Consolidated operating income increased $40.5 million to $352.9 million in the nine months ended September 30, 2026 compared to $312.4 million for the corresponding period of 2025 due to an increase in our Government Operations and Commercial Operations segments of $22.9 million and $37.4 million, respectively, offset partially by an increase in Unallocated Corporate expenses of $19.7 million when compared to the corresponding period in the prior year.

Previous wording

Revenues increased $34.9 million, or 3.1% to $1,179.2 million in the six months ended June 30, 2026 compared to $1,144.2 million for the corresponding period of 2025. The increase was primarily driven by an increase in revenues of $19.6 million associated with A.O.T. and contributions from enrichment operations. These increases were partially offset by a decrease in revenues associated with our advanced technologies business when compared to the corresponding period of the prior year.

Current wording

Revenues increased $22.4 million, or 3.6%, to $639.1 million in the three months ended September 30, 2026 compared to $616.7 million for the corresponding period of 2025. The increase was primarily driven by an increase in revenues of $13.8 million associated with A.O.T. and contributions from enrichment operations.

Previous wording

Revenues increased 71.7%, or $126.4 million, to $302.5 million in the three months ended June 30, 2026 compared to $176.1 million for the corresponding period of 2025. The increase was primarily related to the acquisition of Kinectrics, completed on May 20, 2025, which resulted in an increase in revenues of $68.3 million. The increase was also due to higher revenues relating to on-site inspection, maintenance, modification and refurbishment work of $31.8 million and fuel handling and engineering services and parts manufacturing of $19.6 million.

Current wording

Revenues increased 25.2%, or $63.2 million, to $314.2 million in the three months ended September 30, 2026 compared to $251.0 million for the corresponding period of 2025. The increase was primarily related to the acquisition of Precision Components Group on July 1, 2026 which resulted in an increase in revenues of $26.2 million. The increase was also due to higher revenues related to on-site inspection, maintenance, modification and refurbishment work of $15.3 million.

Previous wording

Operating income increased $35.0 million to $48.4 million in the six months ended June 30, 2026 compared to $13.3 million for the corresponding period of 2025. The increase was primarily related to the operating income impact of the changes in revenue noted above as well as a favorable shift in our product mix when compared to the corresponding period of the prior year.

Current wording

Operating income increased $2.3 million to $26.3 million in the three months ended September 30, 2026 compared to $24.0 million for the corresponding period of 2025. The increase was primarily related to the operating income impact of the changes in revenues noted above. These increases were partially offset by a $1.2 million increase in expenses associated with acquisition and restructuring-related activities and an unfavorable shift in our product mix when compared to the corresponding period of the prior year.

Previous wording

Revenues increased 92.5%, or $281.7 million to $586.2 million in the six months ended June 30, 2026 compared to $304.4 million for the corresponding period of 2025. The increase was primarily related to the acquisition of Kinectrics, completed on May 20, 2025, which resulted in an increase in revenues of $173.5 million. The increase was also due to higher revenues related to fuel handling and engineered service and parts manufacturing of $47.8 million, on-site inspection, maintenance and refurbishment work of $29.4 million and components manufacturing of $21.1 million.

Current wording

Revenues increased 62.1%, or $344.9 million to $900.4 million in the nine months ended September 30, 2026 compared to $555.4 million for the corresponding period of 2025. The increase was primarily related to the acquisition of Kinectrics, completed on May 20, 2025, which resulted in an increase in revenues of $186.8 million. The increase was also due to higher revenues related to on-site inspection, maintenance and refurbishment work of $70.3 million, components manufacturing of $29.7 million, and the acquisition of Precision Components Group on July 1, 2026, which resulted in an increase in revenues of $26.2 million.

Previous wording

Operating income increased $17.5 million to $24.3 million in the three months ended June 30, 2026 compared to $6.9 million for the corresponding period of 2025. The increase was primarily related to the operating income impact of the changes in revenues noted above as well as a favorable shift in our product mix when compared to the corresponding period of the prior year.

Current wording

Operating income increased $37.4 million to $74.7 million in the nine months ended September 30, 2026 compared to $37.3 million for the corresponding period of 2025. The increase was primarily related to the operating income impact of the changes in revenues noted above as well as a favorable shift in our product mix when compared to the corresponding period of the prior year. These increases were partially offset by a $3.6 million increase in expenses associated with acquisition and restructuring-related activities.

Previous wording

Unallocated corporate expenses increased $10.9 million in the six months ended June 30, 2026 compared to the corresponding period of 2025. The increase was primarily due to higher expenditures for legal and consulting costs associated with merger and acquisition related activities of $3.1 million and higher healthcare costs related to the timing of claims.

Current wording

Unallocated corporate expenses increased $8.8 million to $16.8 million in the three months ended September 30, 2026 compared to $8.0 million in the corresponding period of 2025. The increase was primarily due to higher expenditures for restructuring and transformation activities of $4.5 million, higher legal and consulting costs associated with merger and acquisition related activity of $1.5 million and higher healthcare costs related to the timing of claims when compared to the corresponding period of the prior year.

Previous wording

Our effective tax rate for the three months ended June 30, 2026 was 21.6% as compared to 19.7% for the three months ended June 30, 2025. The effective tax rate for the three months ended June 30, 2026 approximated the U.S. corporate federal income tax rate of 21% due to benefits from U.S. federal research and development tax credits offset by excess tax expense associated with non-deductible executive compensation. The effective tax rate for the three months ended June 30, 2025 was lower than the U.S. corporate income tax rate of 21% primarily due to benefits from U.S. federal research and development tax credits and excess tax benefits associated with equity compensation.

Current wording

Our effective tax rate for the three months ended September 30, 2026, was 22.7% as compared to 23.6% for the three months ended September 30, 2025. The effective tax rate for the three months ended September 30, 2026, was higher than the U.S. corporate federal income tax rate of 21% due to benefits from U.S. federal research and development tax credits offset by excess tax expense associated with non-deductible executive compensation. The effective tax rate for the three months ended September 30, 2025, was higher than the U.S. corporate income tax rate of 21% primarily due to state income taxes and rate differential associated with our foreign earnings.

Previous wording

Our effective tax rate for the six months ended June 30, 2026 was 18.4% as compared to 18.8% for the six months ended June 30, 2025. The effective tax rates for the six months ended June 30, 2026 and June 30, 2025 were lower than the U.S. corporate federal income tax rate of 21% primarily due to benefits from U.S. federal research and development tax credits and excess tax benefits associated with equity compensation.

Current wording

Our effective tax rate for the nine months ended September 30, 2026, was 20.0% as compared to 20.5% for the nine months ended September 30, 2025. The effective tax rates for the nine months ended September 30, 2026, and September 30, 2025, were both lower than the U.S. corporate federal income tax rate of 21% primarily due to benefits from U.S. federal research and development tax credits and excess tax benefits associated with equity compensation.

Previous wording

As of June 30, 2026, our ending backlog was $8,398.1 million, which included $2,256.4 million of unfunded backlog related to U.S. Government contracts. We expect to recognize approximately 55% of the revenue associated with our backlog by the end of 2027, with the remainder to be recognized thereafter.

Current wording

As of September 30, 2026, our ending backlog was $8,556.2 million, which included $1,970.9 million of unfunded backlog related to U.S. Government contracts. We expect to recognize approximately 46% of the revenue associated with our backlog by the end of 2027, with the remainder to be recognized thereafter.

Previous wording

We have posted surety bonds to support regulatory and contractual obligations for certain decommissioning responsibilities, projects and legal matters. We utilize surety bond facilities to support such obligations, but the issuance of surety bonds under those facilities is typically at the surety's discretion, and the surety bond facilities generally permit the surety, in its sole discretion, to terminate the facility or demand collateral. Although there can be no assurance that we will maintain our surety bond capacity, we believe our current capacity is adequate to support our existing requirements for the next 12 months. In addition, these surety bonds generally indemnify the beneficiaries should we fail to perform our obligations under the applicable agreements. We, and certain of our subsidiaries, have jointly executed general agreements of indemnity in favor of surety underwriters relating to surety bonds those underwriters issue. As of June 30, 2026, surety bonds issued and outstanding under these arrangements totaled approximately $355.4 million.

Current wording

We have posted surety bonds to support regulatory and contractual obligations for certain decommissioning responsibilities, projects and legal matters. We utilize surety bond facilities to support such obligations, but the issuance of surety bonds under those facilities is typically at the surety's discretion, and the surety bond facilities generally permit the surety, in its sole discretion, to terminate the facility or demand collateral. Although there can be no assurance that we will maintain our surety bond capacity, we believe our current capacity is adequate to support our existing requirements for the next 12 months. In addition, these surety bonds generally indemnify the beneficiaries should we fail to perform our obligations under the applicable agreements. We, and certain of our subsidiaries, have jointly executed general agreements of indemnity in favor of surety underwriters relating to surety bonds those underwriters issue. As of September 30, 2026, surety bonds issued and outstanding under these arrangements totaled approximately $361.0 million.

Previous wording

Similarly, we have provided letters of credit and bank guarantees to governmental agencies and contractual counterparties to support regulatory and contractual obligations for certain decommissioning responsibilities, projects and legal matters. We utilize our New Credit Facility and a bilateral letter of credit facility to support such obligations, but the issuance of letters of credit and bank guarantees under our bilateral letter of credit facility is at the issuer's discretion, and our bilateral letter of credit facility generally permits the issuer, in its sole discretion, to demand collateral if the issuer does not otherwise have the benefit of the collateral under our New 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 New Credit Facility, is adequate to support our existing requirements for the next 12 months. As of June 30, 2026, letters of credit and bank guarantees issued and outstanding under our bilateral letter of credit facility totaled approximately $36.2 million, and such letters of credit and bank guarantees are secured by the collateral under our New Credit Facility.

Current wording

Similarly, we have provided letters of credit and bank guarantees to governmental agencies and contractual counterparties to support regulatory and contractual obligations for certain decommissioning responsibilities, projects and legal matters. We utilize our New Credit Facility and a bilateral letter of credit facility to support such obligations, but the issuance of letters of credit and bank guarantees under our bilateral letter of credit facility is at the issuer's discretion, and our bilateral letter of credit facility generally permits the issuer, in its sole discretion, to demand collateral if the issuer does not otherwise have the benefit of the collateral under our New 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 New Credit Facility, is adequate to support our existing requirements for the next 12 months. As of September 30, 2026, letters of credit and bank guarantees issued and outstanding under our bilateral letter of credit facility totaled approximately $37.6 million, and such letters of credit and bank guarantees are secured by the collateral under our New Credit Facility.

Previous wording

As of June 30, 2026, we had underfunded defined benefit pension and postretirement benefit plans with obligations totaling approximately $152.0 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 $15.8 million for the remainder of 2026 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.

Current wording

As of September 30, 2026, we had underfunded defined benefit pension and postretirement benefit plans with obligations totaling approximately $149.0 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 $7.6 million for the remainder of 2026 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.

Previous wording

Our working capital increased by $108.5 million to $996.8 million at June 30, 2026 from $888.3 million at December 31, 2025, due to favorable changes in contracts in progress and advance billings on contracts due to the timing of project cash flows and decreases in accrued employee benefits offset partially by increases in accounts payable.

Current wording

Our working capital decreased by $47.4 million to $840.9 million at September 30, 2026 from $888.3 million at December 31, 2025, due to unfavorable changes in project cash flows which were partially offset by increases in cash and cash equivalents.

Previous wording

Our net cash provided by operating activities increased by $39.3 million to $249.0 million in the six months ended June 30, 2026, compared to cash provided by operating activities of $209.7 million in the six months ended June 30, 2025. The increase in cash provided by operating activities was primarily attributable to favorable changes on the timing of vendor payments, customer billings and project cash flows and an increase in net income. This increase was offset partially by a decrease in income taxes payable.

Current wording

Our net cash provided by operating activities increased by $98.9 million to $451.7 million in the nine months ended September 30, 2026, compared to cash provided by operating activities of $352.9 million in the nine months ended September 30, 2025. The increase in cash provided by operating activities was primarily attributable to favorable changes in the timing of vendor payments, customer billings and project cash flows as well as an increase in net income. This increase was offset partially by a decrease in income taxes payable.

Previous wording

Our net cash used in investing activities decreased by $545.0 million to $84.4 million in the six months ended June 30, 2026, compared to cash used in investing activities of $629.5 million in the six months ended June 30, 2025. The decrease in cash used in investing activities was primarily attributable to the acquisitions of A.O.T. and Kinectrics in the prior year.

Current wording

Our net cash used in investing activities decreased by $369.0 million to $304.9 million in the nine months ended September 30, 2026, compared to cash used in investing activities of $673.9 million in the nine months ended September 30, 2025. The decrease in cash used in investing activities was primarily attributable to the acquisitions of A.O.T. and Kinectrics in the prior year, offset partially by the acquisition of PCG.

Previous wording

Our net cash used in financing activities increased by $442.8 million to $57.0 million in the six months ended June 30, 2026, compared to cash provided by financing activities of $385.8 million in the six months ended June 30, 2025. The increase in cash used in financing activities was primarily due to net borrowings of long-term debt of $473.8 million in the corresponding period in the prior year, offset partially by $30.0 million of repurchases of common stock in the corresponding period in the prior year.

Current wording

Our net cash used in financing activities increased by $420.6 million to $81.0 million in the nine months ended September 30, 2026, compared to cash provided by financing activities of $339.6 million in the nine months ended September 30, 2025. The increase in cash used in financing activities was primarily due to net borrowings of long-term debt of $450.6 million in the corresponding period in the prior year, offset partially by $30.0 million of repurchases of common stock in the corresponding period in the prior year.

Previous wording

At June 30, 2026, we had restricted cash and cash equivalents totaling $8.1 million, $5.0 million of which was held for future decommissioning of facilities (which is included in Other Assets on our condensed consolidated balance sheets) and $3.1 million of which was held to meet reinsurance reserve requirements of our captive insurer.

Current wording

At September 30, 2026, we had restricted cash and cash equivalents totaling $8.3 million, $5.1 million of which was held for future decommissioning of facilities (which is included in Other Assets on our condensed consolidated balance sheets) and $3.1 million of which was held to meet reinsurance reserve requirements of our captive insurer.