~~Power Generation~~Los Alamos National Laboratory

~~Halley & Mellowes Pty. Ltd.~~~~Diamond Power International, Inc. (“DPII”), one of our wholly owned subsidiaries, owns an interest in this Australian~~. Since 2006, Los Alamos National Security, LLC, a limited liability company ~~which was~~ formed in ~~1984. Halley & Mellowes Pty. Ltd. manufactures, services~~2005 with the University of California, Bechtel National, Inc., URS Corporation (an AECOM company) and ~~sells soot blowers, boiler cleaning equipment, valves~~BWXT Government Group. Inc., has managed and ~~material handling equipment, primarily in Australian markets, all of which are complementary to DPII’s product lines.~~

~~Babcock & Wilcox Beijing Company, Ltd.~~ ~~We own equal interests in this entity with Beijing Jingcheng Machinery Electric Holding Company, Ltd. Babcock & Wilcox Beijing Company, Ltd. was formed in 1986~~operated the Los Alamos National Laboratory, a premier national security research institution, delivering scientific and is located in Beijing, China. Its main activities are the design, manufacture, production and sale of various power plant and industrial boilers. It operates the largest heavy drum shop in northern China. This entity expands our markets internationally and provides additional capacity to our Power Generation segment’s boiler business.

~~Thermax Babcock & Wilcox Energy Solutions Private Limited.~~ ~~In June 2010, one of our subsidiaries and Thermax Ltd., a boiler manufacturer based in India, formed a joint venture to build~~

subcritical and highly efficient supercritical boilers and pulverizers for the Indian utility boiler market. We have licensed to the joint venture our technology for subcritical boilers 300 MW and larger, highly efficient supercritical boilers and coal pulverizers. In 2013, the joint venture finalized construction of a facility in India designed to produce parts for up to 3,000 MW of utility boiler capacity per year.

~~BWM Ottumwa Environmental Partners.~~ Through our subsidiary Babcock & Wilcox Construction Co., Inc., we formed BWM Ottumwa Environmental Partners, a joint venture with Burns & McDonnell Engineering Company, Inc., to engineer, procure, and construct environmental control systemsengineering solutions for the ~~Ottumwa Generating Station located~~nation’s most crucial and complex problems. Located in ~~Ottumwa, Iowa. This project is nearing completion.~~Los Alamos, New Mexico, the Los Alamos National Laboratory conducts ongoing research and development on the measures necessary for certifying the safety and reliability of nuclear devices without the use of nuclear testing for the U.S. Government.

~~Technical Services~~

•

~~Los Alamos National Laboratory~~. Since 2006, Los Alamos National Security, LLC, a limited liability company formed in 2005 with the University of California, Bechtel National, Inc., URS Corporation and BWX Technologies, Inc. (“BWXT”), has managed and operated the Los Alamos National Laboratory, a premier national security research institution, delivering scientific and engineering solutions for the nation’s most crucial and complex problems. Located in Los Alamos, New Mexico, the Los Alamos National Laboratory conducts ongoing research and development on the measures necessary for certifying the safety and reliability of nuclear devices without the use of nuclear testing for the U.S. Government.

Lawrence Livermore National Laboratory. Lawrence Livermore National Security, LLC, a limited liability company formed in 2006 with the University of California, Bechtel National, Inc., URS Corporation (an AECOM company) and BWXT Government Group. Inc., manages and operates Lawrence Livermore National Laboratory located in Livermore, California. The laboratory serves as a national resource in science and engineering, focused on national security, energy, the environment and bioscience, with special responsibility for nuclear devices.

Savannah River Liquid Waste Disposition Program. In July 2009, Savannah River Remediation LLC, a limited liability company formed by URS Corporation (an AECOM company), Bechtel National, Inc., CH2M Hill Constructors, Inc. and ~~Babcock & Wilcox~~BWXT Technical Services Group, Inc. ~~(“B&W TSG”~~("BWXT TSG") became the liquid waste contractor for the DOE’s Savannah River Site located in Aiken, South Carolina. The objective of this program is to achieve closure of the Savannah River Site liquid waste tanks in compliance with the Federal Facilities Agreement, utilizing the Defense Waste Processing Facility and Saltstone Facility.

Nevada National Security Site. National Security Technologies, LLC ~~(“NSTec”~~("NSTec"), a limited liability company formed by Northrop Grumman Corporation, AECOM Technology Corporation, CH2M Hill and ~~B&W~~BWXT TSG, manages and operates the Nevada National Security Site and its related facilities and laboratories for the DOE. Located in Las Vegas, Nevada, NSTec works on projects for other federal agencies such as the Defense Threat Reduction Agency, ~~the National Aeronautics and Space Administration,~~NASA, the U.S. Nuclear Regulatory Commission (the ~~“NRC”~~"NRC"), and the U.S. Air Force, Army and Navy. Missions include defense experimentation and stockpile stewardship, homeland security and defense applications and environmental management.

Portsmouth Gaseous Diffusion Plant D&D.~~Fluor-B&W~~ Fluor-BWXT Portsmouth LLC is a limited liability company formed by Fluor Federal Services, Inc. and ~~B&W~~BWXT TSG, to provide nuclear operations, decontamination and decommissioning services at the Portsmouth Gaseous Diffusion Plant in Portsmouth, Ohio.

Paducah and Portsmouth Gaseous Diffusion Plant Uranium Conversion Operations.~~Babcock & Wilcox~~ BWXT Conversion Services, LLC ("BWCS") is a limited liability company formed by ~~B&W~~BWXT TSG and URS ~~Corporation~~Energy & Construction, Inc. (an AECOM company) to perform uranium conversion operations at the Paducah Gaseous Diffusion Plant in Paducah, Kentucky and the Portsmouth Gaseous Diffusion Plant in Ohio. BWCS completed its scope of work at these facilities in January 2017 and transitioned the project to a third party.

Advanced Mixed Waste Treatment Project ~~(“AMWTP”~~("AMWTP").Idaho Treatment Group, LLC ~~(“ITG”~~("ITG") is a limited liability company formed by ~~B&W~~BWXT TSG, URS Energy & ~~Constructions,~~Construction, Inc. (an AECOM company) and EnergySolutions Federal Services, Inc. ITG is responsible for management and operations at the DOE’s AMWTP located in Idaho Falls, Idaho. The purpose of the AMWTP is to safely process and dispose of transuranic waste and mixed low-level waste at the DOE’s Idaho Site Transuranic Storage Area while maintaining a fully operational facility. During 2016, ITG completed its scope of work associated with the AMWTP and transitioned the project to a third party.

West Valley Demonstration Project Phase I Decommissioning and Facility Disposition.CH2M ~~Hill-B&W~~Hill-BWXT West Valley, LLC is a limited liability company formed by CH2M Hill Constructors, Inc., ~~B&W~~BWXT TSG and Environmental Chemical Corporation. Services provided include project management and support services, site operations, maintenance, utilities, high-level waste canister relocation, facility disposition, waste tank farm management, NRC-licensed disposal area management, waste management and nuclear materials disposition, and safeguards and security.

Waste Isolation Pilot Plant.Nuclear Waste Partnership, LLC is a limited liability company formed by ~~B&W TSG,~~ URS Corporation (an AECOM company), BWXT TSG and Areva Federal Services, LLC as the major subcontractor that manages and operates DOE’s Waste Isolation Pilot Plant in Carlsbad, New Mexico.

Synergy Achieving Consolidated Operations & Maintenance (SACOM). Syncom Space Services, LLC is a limited liability company comprised of PAE Applied Technologies, LLC and BWXT Nuclear Operations Group, Inc. to provide facility operations and maintenance services for institutional and technical facilities, and perform test and manufacturing support services at two NASA facilities – the Stennis Space Center in Hancock County, Mississippi and the Michoud Assembly Facility in New Orleans, Louisiana.

Foreign Operations

We have ~~foreign~~Canadian operations in our ~~Power Generation and~~ Nuclear Energy ~~segments. Our Canadian operations~~segment, which serve the North American and global electric utility, industrial power ~~oil production~~ and global nuclear utility markets. Our operations in Denmark provide comprehensive services to companies in the waste-to-energy and biomass sector of the power generation market, primarily in eastern and western Europe. Our joint venture in China primarily serves the power generation needs of its domestic and other utility markets. Our joint venture in India serves as a low cost manufacturing and engineering facility to support our Power Generation segment, as well as serving the power generation needs of its domestic market. The functional currency of these ~~entities~~operations is not the U.S. dollar, and, as a result, we are subject to exchange rate fluctuations that impact our financial position, results of operations and cash flows. ~~Our combined Power Generation~~Revenue and ~~Nuclear Energy segment revenues, net of intersegment revenues, and~~operating income derived from Canadian operations, ~~located outside of the United States,~~ as well as the approximate percentages of our total segment revenues and total segment operating income, respectively, for each of the last three years were as follows (dollars in thousands):

   Revenues Operating Income
   Amount    Percent Amount    Percent
Year ended December 31, 2014
   $ 498,603       17 % $ 35,592       11 %
Year ended December 31, 2013
   $ 634,347       19 % $ 98,041       26 %
Year ended December 31, 2012
   $ 684,886       21 % $ 97,389       24 %

Our revenues exclude revenues attributable to our joint ventures accounted for under the equity method of accounting, while our operating income includes results from joint ventures accounted for under the equity method.



	Revenues				Operating Income
	Amount		Percent		Amount		Percent
Year Ended December 31, 2016	$	160,504	10	%	$	47,302	15	%
Year Ended December 31, 2015	$	119,575	8	%	$	16,461	6	%
Year Ended December 31, 2014	$	110,986	8	%	$	86	—	%

For additional information on the geographic distribution of our revenues, see Note 1617 to our consolidated financial statements included in this report.

Customers

We provide our products and services to a diverse customer base, including the U.S. Government, utilities and other power ~~producers, businesses in various process industries, such as pulp and paper mills, petrochemical plants, oil refineries and steel mills and the U.S. Government.~~producers. Our largest customer during the years ended December 31, ~~2014, 2013~~2016, 2015 and ~~2012~~2014 was the U.S. Government; U.S. Government ~~which~~contracts represented ~~45%~~approximately 87%, ~~38%~~88% and ~~34%~~88% of our total consolidated revenues, respectively. No individual non-U.S. Government customer accounted for more than 5% of our consolidated revenues in the years ended December 31, ~~2014, 2013~~2016, 2015 or ~~2012.~~

2014.

The U.S. Government is the primary customer of our Nuclear Operations and Technical Services segments. Revenues from U.S. Government contracts comprised 99% of revenues in our Nuclear Operations segment for the years ended December 31, ~~2014, 2013~~2016, 2015 and ~~2012, respectively, in our Nuclear Operations segment.~~2014. Revenues from ~~the~~ U.S. Government contracts comprised ~~87%~~97%, ~~77%~~99% and ~~72%~~87% of revenues in our Technical Services segment for the years ended December 31, 2016, 2015 and 2014, ~~2013 and 2012, respectively, in our Technical Services segment.~~

respectively.

Raw Materials and Suppliers

Our operations use raw materials, such as carbon and alloy steels in various forms and components and accessories for assembly, which are available from numerous sources. We generally purchase these raw materials and components as needed for individual contracts. Our ~~Power Generation and~~ Nuclear Energy ~~segments do~~segment does not depend on a single source of supply for ~~any significant~~materials used in our products. We have limited supply options for certain raw ~~materials.~~materials used in our Nuclear Energy segment, however we believe the suppliers of these materials are reliable. Our Nuclear Operations segment relies on several single-source suppliers for materials used in its products. We believe these suppliers are ~~viable,~~reliable, and we and the U.S. Government expend significant effort to monitor and maintain the supplier base for our Nuclear Operations segment.

Although shortages of some raw materials have existed ~~from time to time,~~occasionally, no serious shortage exists at the present time.

Employees

At December 31, ~~2014,~~2016, we employed approximately ~~11,000~~5,900 persons worldwide. Approximately ~~2,700~~1,200 of our employees were members of labor unions at December 31, ~~2014.~~2016. Many of our operations are subject to union contracts, which we customarily renew periodically. We consider our relationships with our employees to be satisfactory.

Patents and Technology Licenses

We currently hold a large number of U.S. and foreign patents and have patent applications pending. We ~~have acquired~~acquire patents and technology licenses and ~~granted technology~~grant licenses to others when we ~~have considered~~consider it advantageous for us to do so. Although in the aggregate our patents and technology licenses are important to us, we do not regard any single patent or license or group of related patents or licenses as critical or essential to our business as a whole. In general, we depend on our technological capabilities and the application of know-how, rather than patents and technology licenses, in the conduct of our various businesses.

Research and Development Activities

Our research and development activities are related to the development and improvement of new and existing products and equipment, as well as conceptual and engineering evaluation for translation into practical applications. We charge ~~to research and development cost~~ the costs of research and development unrelated to specific contracts as incurred. ~~Substantially~~Excluding customer-sponsored research and development, substantially all of these costs are inrelated to our ~~Power Generation and~~ mPower ~~segments, the majority of which are related to~~program for the development of our ~~B&W~~BWXT mPower™ ~~technology.~~reactor and the associated power plant. Contractual arrangements for customer-sponsored research and development can vary on a case-by-case basis and include contracts, cooperative agreements and grants.

Research and development activities totaled ~~$142.8~~$40.1 million, ~~$200.8~~$38.2 million and ~~$173.9~~$124.3 million in the years ended December 31, ~~2014, 2013~~2016, 2015 and ~~2012,~~2014, respectively. These activities include amounts paid for by our customers of ~~$41.8~~$33.7 million, ~~$43.2~~$27.7 million and ~~$53.4~~$41.7 million, in the years ended December 2016, 2015 and 2014, ~~2013 and 2012, respectively and DOE funds~~respectively. Funds provided under a Cooperative Agreement with the ~~Funding~~DOE under its Small Modular Reactor Licensing Technical Support Program of(the "Funding Program") totaled $27.8 million ~~and $78.4 million in the years ended December 31, 2014 and 2013, respectively. Amounts provided under the Funding Program~~ in the year ended December 31, ~~2013, include $21.5 million of pre-award cost reimbursement, $9.7 million of which related to research~~2014. At this time, the latest extension under the Cooperative Agreement has expired and ~~development costs incurred in~~the DOE funding has been suspended.

During the year ended December 31, ~~2012.~~

~~During the years ended December 31,~~ 2014, ~~2013 and 2012,~~ we recognized $5.8 million ~~$15.8 million and $17.9 million, respectively,~~ of non-cash in-kind research and development costs (included above) related to services contributed by our ~~minority~~ partner toin GmP, our ~~majority-owned subsidiary~~joint venture formed in 2011 to oversee the program to develop the small modular nuclear power plant based on ~~B&W~~BWXT mPower™ technology.

Hazard Risks and Insurance

Our operations present risks of injury to or death of people, loss of or damage to property and damage to the environment. We have created loss control systems to assist us in the identification and treatment of the hazard risks presented by our operations, and we endeavor to make sure these systems are effective.

As loss control measures will not always be successful, we seek to establish various means of funding losses and liability related to incidents or occurrences. We primarily seek to do this through contractual protections, including waivers of consequential damages, indemnities, caps on liability, liquidated ~~damage~~damages provisions and access to the insurance of other parties. We also procure insurance, operate our own captive insurance company and/or establish funded or unfunded reserves. However, none of these methods will eliminate all risks.

Depending on competitive conditions, the nature of the work, industry custom and other factors, we may not be successful in obtaining adequate contractual protection from our customers and other parties against losses and liabilities arising out of or related to the performance of our work. The scope of the protection may be limited, may be subject to conditions and may not be supported by adequate insurance or other means of financing. In addition, we sometimes have difficulty enforcing our contractual rights with others following a material loss.

Similarly, insurance for certain potential losses or liabilities may not be available or may only be available at a cost or on terms we consider not to be economical. Insurers frequently react to market losses by ceasing to write or severely limiting coverage for certain exposures. Risks that we have frequently found difficult to cost-effectively insure against include, but are not limited to, ~~business interruption,~~ property losses from wind, flood and earthquake events, nuclear hazards ~~war~~ and ~~confiscation or seizure of property in some areas of the world,~~war, pollution liability, liabilities related to occupational health exposures (including asbestos), liability related to our executives participating in the management of certain outside entities, professional liability/errors and omissions coverage, the failure, misuse or unavailability of our information technology systems, the failure of security measures designed to protect our information technology systems from security breaches and liability related to risk of loss of our work in ~~progress and customer-owned materials in our care, custody and control.~~progress. In cases where we place insurance, we are subject to the credit worthiness of the relevant insurer(s), the available limits of the coverage, our retention under the relevant policy, exclusions in the policy and gaps in coverage.

Our operations in designing, engineering, manufacturing, constructing and servicing nuclear power equipment and components for our commercial nuclear utility customers subject us to various risks, including, without limitation, damage to our ~~customers’~~customers' property and ~~third party~~third-party claims for personal injury, environmental liability, death and property damage. To protect against liability for damage to a ~~customer’s~~customer's property, we endeavor to obtain waivers of liability and subrogation from the customer and its ~~insurer and are usually named as an additional insured under the utility customer’s nuclear property policy.~~insurer. We also attempt to cap our overall liability in our contracts. To protect against liability from claims brought by third parties, we seek to be insured under the utility ~~customer’s~~customer's nuclear liability policies and have the benefit of the indemnity and limitation of any applicable liability provision of the Price-Anderson Act. The Price-Anderson Act limits the public liability of U.S. manufacturers and operators of licensed nuclear facilities and other parties who may be liable in respect of, and indemnifies them against, all claims in excess of a certain amount. This amount is determined by the sum of commercially available liability insurance plus certain retrospective premium assessments payable by operators of commercial nuclear reactors. For those sites where we provide environmental remediation services, we seek the same protection from our customers as we do for our other nuclear activities. The Price-Anderson Act, as amended, includes a sunset provision and requires renewal each time that it expires. Contracts that were entered into during a period of time that Price-Anderson was in full force and effect continue to receive the benefit of the Price-Anderson ~~Act’s~~Act's nuclear indemnity. The Price-Anderson Act is set to expire on December 31, 2025. We also provide nuclear fabrication and other services to the nuclear power industry in Canada. ~~Canada’s~~Canada's Nuclear Liability and Compensation Act generally conforms to international conventions and is conceptually similar to the Price-Anderson Act in the ~~United States.~~U.S. Accordingly, indemnification protections and the possibility of exclusions under ~~Canada’s~~Canada's Nuclear Liability and Compensation Act are similar to those under the Price-Anderson Act in the ~~United States.~~

U.S.

We supply commercial nuclear equipment and services to certain customers in countries other than the U.S. and Canada that are party to international treaties and in countries that are not signatory to international treaties but have their own nuclear liability laws that in general, have regulations in place whereby nuclear operators are solely liable for nuclear damage claims, which would exclude nuclear suppliers from any such exposure. BWXT does retain some level of risk in the event of future changes to the legal landscape in these countries regarding international third-party nuclear liability.

In 2008, the U.S. ratified the Convention on Supplementary Compensation for Nuclear Damage ("CSC") with the International Atomic Energy Agency. The CSC is an international treaty developed to create a global legal framework for allocating responsibility and assuring prompt and equitable compensation in the unlikely event of certain nuclear incidents. The ratification by the U.S. authorizes the Secretary of Energy to issue regulations establishing a retrospective risk pooling program whereby, in the event that the U.S. must make a contribution to the CSC international fund, U.S. nuclear suppliers, including BWXT, would pay the full cost of this contribution by the U.S.

Although we do not own or operate any nuclear reactors, we have some coverage under commercially available nuclear liability and property insurance for our facilities that are currently licensed to possess special nuclear materials. Substantially all of our Nuclear Operations segment contracts involving nuclear materials are covered by and subject to the nuclear indemnity provisions of either the Price-Anderson Act or Public Law 85-804, which, among other things, authorizes the DOE to indemnify certain contractors when such acts would facilitate national defense. However, to the extent the value of the nuclear materials in our care, custody or control exceeds the commercially available limits of our insurance, we potentially have underinsured risk of loss for such nuclear material.

Our Technical Services segment participates in the management and operation of various U.S. Government facilities. This participation is customarily accomplished through the participation in joint ventures with other contractors for any given facility. These activities involve, among other things, handling nuclear devices and their ~~components for the U.S. Government.~~components. Insurable liabilities arising from these sites are rarely protected by our or our ~~partners’~~partners' corporate insurance programs. Instead, we rely on government contractual agreements and insurance purchased specifically for a ~~site and certain specialized self-insurance programs funded by the U.S. Government.~~site. The U.S. Government has historically fulfilled its contractual agreement to reimburse its contractors for covered claims, and we expect it to continue this process during our participation in the administration of these facilities. However, in most of these situations in which the U.S. Government is contractually obligated to pay, the payment obligation is subject to the availability of authorized government funds. The reimbursement obligation of the U.S. Government is also conditional, and provisions of the relevant contract or applicable law may preclude reimbursement.

Our wholly owned captive insurance subsidiary provides ~~workers’~~workers' compensation, ~~employer’s~~employer's liability, commercial general liability and automotive liability insurance to support our operations. We may also have business reasons in the future to have our insurance subsidiary accept other risks that we cannot or do not wish to transfer to outside insurance companies. These risks may be considerable in any given year or cumulatively. Our insurance subsidiary has not provided significant amounts of insurance to unrelated parties. Claims as a result of our operations could adversely impact the ability of our insurance subsidiary to respond to all claims presented.

Additionally, upon the February 22, 2006 effectiveness of the settlement relating to the Chapter 11 proceedings involving several of our subsidiaries, most of our subsidiaries contributed substantial insurance rights to the asbestos personal injury trust, including rights to (1) certain pre-1979 primary and excess insurance coverages and (2) certain of our 1979-1986 excess insurance coverage. These insurance rights provided coverage for, among other things, asbestos and other personal injury claims, subject to the terms and conditions of the policies. The contribution of these insurance rights was made in exchange for the agreement on the part of the representatives of the asbestos claimants, including the representative of future claimants, to the entry of a permanent injunction, pursuant to Section 524(g) of the U.S. Bankruptcy Code, to channel to the asbestos trust all asbestos-related general liability claims against our subsidiaries and former subsidiaries arising out of, resulting from or attributable to their operations, and the implementation of related releases and indemnification provisions protecting those subsidiaries and their affiliates from future liability for such claims. Although we are not aware of any significant, unresolved claims against our subsidiaries and former subsidiaries that are not subject to the channeling injunction and that relate to the periods during which such excess insurance coverage related, with the contribution of these insurance rights to the asbestos personal injury trust, it is possible that we could have underinsured or uninsured exposure for non-derivative asbestos claims or other personal injury or other claims that would have been insured under these coverages had the insurance rights not been contributed to the asbestos personal injury trust.

In conjunction with the spin-off of our former Power Generation business, claims and liabilities associated with these asbestos personal injury, property damage and indirect property damage claims have been expressly assumed by BWE pursuant to the master separation agreement between us and BWE.

Governmental Regulations and Environmental Matters

General

Many aspects of our operations and properties are affected by political developments and are subject to both domestic and foreign governmental regulations, including those relating to:

~~constructing and equipping electric power and other industrial facilities;~~

possessing and processing special nuclear materials;

workplace health and safety;

constructing and equipping electric power facilities;

currency conversions and repatriation;

taxation of ~~foreign earnings~~earnings; and ~~earnings of expatriate personnel; and~~

protecting the environment.

We are required by various governmental and quasi-governmental agencies to obtain certain permits, licenses and certificates with respect to our operations. The kinds of permits, licenses and certificates required in our operations depend upon a number of factors.

We cannot determine the extent to which new legislation, new regulations or changes in existing laws or regulations may affect our future operations.

Environmental

Our operations and properties are subject to a wide variety of increasingly complex and stringent foreign, federal, state and local environmental laws and regulations, including those governing discharges into the air and water, the handling and disposal of solid and hazardous wastes, the remediation of soil and groundwater contaminated by hazardous substances and the health and safety of employees. Sanctions for ~~noncompliance~~non-compliance may include revocation of permits, corrective action orders, administrative or civil penalties and criminal prosecution. Some environmental laws provide for strict, joint and several liability for remediation of spills and other releases of hazardous substances, as well as damage to natural resources. In addition, companies may be subject to claims alleging personal injury or property damage as a result of alleged exposure to hazardous substances. Such laws and regulations may also expose us to liability for the conduct of or conditions caused by others or for our acts that were in compliance with all applicable laws at the time such acts were performed.

These laws and regulations include the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended ~~(“CERCLA”~~("CERCLA"), the Clean Air Act, the Clean Water Act, the Resource Conservation and Recovery Act and similar laws that provide for responses to, and liability for, releases of hazardous substances into the environment. These laws and regulations also include similar foreign, state or local counterparts to these federal laws, which regulate air emissions, water discharges, hazardous substances and waste and require public disclosure related to the use of various hazardous

substances. Our operations are also governed by laws and regulations relating to workplace safety and worker health, including the U.S. Occupational Safety and Health Act and regulations promulgated thereunder.

We are currently in the process of investigating and remediating some of our current and former operating sites. Although we have recorded reserves in connection with certain of these matters, due to the uncertainties associated with environmental remediation, ~~we cannot assure you~~there can be no assurance that the actual costs resulting from these remediation matters will not exceed the recorded reserves.

Our compliance with U.S. federal, state and local environmental control and protection regulations resulted in ~~pretax~~pre-tax charges of approximately ~~$13.6~~$14.2 million, ~~$13.1~~$14.1 million and ~~$15.3~~$13.2 million in the years ended December 31, ~~2014, 2013~~2016, 2015 and ~~2012~~2014, respectively. In addition, compliance with existing environmental regulations necessitated capital expenditures of ~~$0.3~~$1.3 million, ~~$1.1~~$0.7 million and ~~$3.2~~$0.3 million in the years ended December 31, ~~2014, 2013~~2016, 2015 and ~~2012,~~2014, respectively. We expect to spend another ~~$3.2~~$4.3 million on such capital expenditures over the next five years. We cannot predict all of the environmental requirements or circumstances that will exist in the future, but we anticipate that environmental control and protection standards will become increasingly stringent and costly. Based on our experience to date, we do not currently anticipate any material adverse effect on our business or consolidated financial condition as a result of future compliance with existing environmental laws and regulations. However, future events, such as changes in existing laws and regulations or their interpretation, more vigorous enforcement policies of regulatory agencies or stricter or different interpretations of existing laws and regulations, may require additional expenditures by us, which may be material. Accordingly, we can provide no assurance that we will not incur significant environmental compliance costs in the future.

We have been identified as a potentially responsible party at various cleanup sites under CERCLA. CERCLA and other environmental laws can impose liability for the entire cost of cleanup on any of the potentially responsible parties, regardless of fault or the lawfulness of the original conduct. Generally, however, where there are multiple responsible parties, a final allocation of costs is made based on the amount and type of wastes disposed of by each party and the number of financially viable parties, although this may not be the case with respect to any particular site. We have not

been determined to be a major contributor of wastes to any of these sites. On the basis of our relative contribution of waste to each site, we expect our share of the ultimate liability for the various sites will not have a material adverse effect on our consolidated financial condition, results of operations or cash flows in any given year.

Environmental remediation projects have been and continue to be undertaken at certain of our current and former plant sites. In 2002, Congress directed the ~~United States~~U.S. Army Corps of Engineers (“("Army ~~Corps”~~Corps") to clean up radioactive waste at the Shallow Land Disposal Area located in Parks Township, Armstrong County, Pennsylvania (the ~~“SLDA”~~"SLDA"), consistent with the Memorandum of Understanding between the NRC and the Army Corps for Coordination on Cleanup and Decommissioning of the Formerly Utilized Sites Remedial Action Program Sites with NRC-Licensed Facilities, dated July 5, 2001 (the ~~“MOU”~~"MOU"). From 1961 to 1970, the SLDA was operated by the Nuclear Materials and Equipment Corporation ~~(“NUMEC”~~("NUMEC") pursuant to Atomic Energy Commission ~~(“AEC”~~("AEC") License SNM-145. The AEC was the predecessor to the NRC. The SLDA was used for the disposal of waste from NUMEC’s nuclear fuels fabrication facility in Apollo, Pennsylvania. Both radioactive and non-radioactive waste was disposed in a series of trenches at the SLDA. NUMEC, a former subsidiary of Atlantic Richfield Company ~~(“ARCO”~~("ARCO") was acquired by ~~B&W~~BWXT in November 1971. After the Army Corps’ contractor commenced cleanup operations, the Army Corps ceased excavation activities because the contractor deviated from accepted field procedures, and the excavated material was found to be complex and beyond the Army Corps’ characterization and management procedures. The MOU was modified in late 2014 to add the DOE and the NNSA as parties to deal with ~~“special~~"special nuclear materials.”" In December 2014, the Army Corps issued a Proposed Record of Decision Amendment, which reflects a revised cost estimate of $350 million, in addition to the $62 million expended through September 2014, to implement the selected remedy. The Army Corps expects to award a new remediation contract in ~~2015,~~2017, and cleanup operations are expected to re-commence in ~~2016.~~2019. The federal legislation directing the Army Corps to clean up the SLDA also directs the Army Corps to seek to recover response costs from appropriate responsible parties in accordance with CERCLA. In connection with ~~B&W’s~~BWXT’s acquisition of NUMEC from ARCO in November 1971, ARCO assumed and agreed to indemnify and hold harmless ~~B&W~~BWXT with respect to claims and liabilities arising as a result of transactions or operations of NUMEC prior to the acquisition date. Although this ARCO indemnity would cover claims by the Army Corps to seek recovery from ~~B&W,~~BWXT, no assurance can be given that such indemnity will be available or sufficient in the event liability claims are asserted for SLDA cleanup costs against ~~B&W.~~

BWXT.

We perform significant amounts of work for the U.S. Government under both prime contracts and subcontracts and operate certain facilities that are licensed to possess and process special nuclear materials. As a result of these activities, we are subject to continuing reviews by governmental agencies, including the U.S. Environmental Protection Agency (the ~~“EPA”~~"EPA") and the NRC.

The NRC’s decommissioning regulations require our Nuclear Operations segment to provide financial assurance that it will be able to pay the expected cost of decommissioning each of its licensed facilities at the end of its service life. We provided financial assurance aggregating ~~$44.2~~$56.2 million and $52.3 million during the ~~year~~years ended December 31, ~~2014~~2016 and 2015 with existing letters of credit for the ultimate decommissioning of these licensed facilities. These two facilities have provisions in their government contracts pursuant to which substantially all of our decommissioning costs and financial assurance obligations are covered by the DOE, including the costs to complete the decommissioning projects underway at the Erwin, Tennessee facility. These letters of credit are to cover decommissioning required pursuant to work not subject to this DOE obligation.

~~The demand~~

In Canada, the CNSC’s decommissioning regulations require our Nuclear Energy segment to provide financial assurance that it will be able to pay the expected cost of decommissioning each of its CNSC licensed facilities at the end of its service life. We provided financial assurance totaling $39.5 million during the year ended December 31, 2016 with a letter of credit for power generation services and products can be influenced by state and federal governmental legislation setting requirements for utilities related to operations, emissions and environmental impacts. The legislative process is unpredictable and includes a platform that continuously seeks to increase the restrictions on power producers. Potential legislation limiting emissions from power plants, including carbon dioxide, could affect our markets and the demand for our products and services in our Power Generation segment.

ultimate decommissioning of these licensed facilities.

At December 31, ~~2014~~2016 and ~~2013,~~2015, we had total environmental accruals, including provisions for the facilities discussed above, of ~~$59.9~~$86.3 million and ~~$58.1~~$63.4 million, respectively. Of our total environmental accruals at December 31, ~~2014~~2016 and ~~2013, $3.6~~2015, $4.6 million and ~~$4.7~~$3.2 million, respectively, were included in current liabilities. Inherent in the estimates of those accruals and recoveries are our expectations regarding the levels of contamination, decommissioning costs and recoverability from other parties, which may vary significantly as decommissioning activities progress. Accordingly, changes in estimates could result in material adjustments to our operating results, and the ultimate loss may differ materially from the amounts we have provided for in our consolidated financial statements.

Cautionary Statement Concerning Forward-Looking Statements

We are including the following discussion to inform our existing and potential security holders generally of some of the risks and uncertainties that can affect our company and to take advantage of the ~~“safe harbor”~~"safe harbor" protection for forward-looking statements that applicable federal securities law affords.

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. These statements may include~~Company. Statements and assumptions regarding expectations and projections ~~and estimates concerning the timing and success~~ of specific projects, ~~and~~ our future backlog, revenues, income and capital ~~spending.~~spending, 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”~~"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.

In addition, various statements in this annual report on Form 10-K, including those that express a belief, expectation or intention, as well as those that are not statements of historical fact, are forward-looking statements. Those forward-looking statements appear in Item 1 – ~~“Business”~~"Business" and Item 3 – ~~“Legal Proceedings”~~"Legal Proceedings" in Part I of this report and in Item 7 – ~~“Management’s~~"Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations”~~Operations" and in the notes to our consolidated financial statements in Item 8 of Part II of this report and elsewhere in this report.

~~These forward-looking statements include, but are not limited to, statements that relate to, or statements that are subject to risks, contingencies or uncertainties that relate to:~~

~~our business strategy;~~

future levels of revenues (including our backlog and projected claims to the extent either may be viewed as an indicator of future revenues), operating margins, income from operations, net income or earnings per share;

~~anticipated levels of demand for our products and services;~~

~~future levels of research and development, capital, environmental or maintenance expenditures;~~

~~our beliefs regarding the timing and effects on our businesses of certain environmental and tax legislation, rules or regulations;~~

~~the success or timing of completion of ongoing or anticipated capital or maintenance projects;~~

~~expectations regarding the acquisition or divestiture of assets and businesses;~~

~~our share repurchase or other return of capital activities;~~

~~our ability to maintain appropriate insurance and indemnities;~~

~~the potential effects of judicial or other proceedings, including tax audits, on our business or businesses, financial condition, results of operations and cash flows;~~

~~the anticipated effects of actions of third parties such as competitors, or federal, foreign, state or local regulatory authorities, or plaintiffs in litigation;~~

~~the effective date and expected impact of accounting pronouncements;~~

~~the planned spin-off of our Power Generation business;~~

~~our plans regarding the design, research and development, financing and deployment of the B&W mPower™ reactor and related Funding Program; and~~

~~anticipated benefits, timing, charges and changes associated with cost reduction and margin improvement activities.~~

We have based our forward-looking statements on information currently available to us and our current expectations, estimates and projections about our industries and our ~~company.~~Company. 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 ~~significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties,~~numerous factors, including potentially the risk factors described in the section labeled Item 1A, "Risk Factors" of this report, 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. ~~Differences between actual results and any future performance suggested in our forward-looking statements could result from a variety of factors, including the following:~~

decisions on spending and trends by power-generating companies and by the U.S. Government, including continuing appropriations by Congress and the automatic budget cuts (or sequestration) established by the Budget Control Act of 2011 (“the Budget Control Act”);

~~the highly competitive nature of our businesses;~~

~~general economic and business conditions, including changes in interest rates and currency exchange rates;~~

~~general developments in the industries in which we are involved;~~

~~cancellations of and adjustments to backlog and the resulting impact from using backlog as an indicator of future earnings;~~

~~our ability to perform projects on time and on budget, in accordance with the schedules and terms established by the applicable contracts with customers;~~

~~changes in our effective tax rate and tax positions;~~

our ability to maintain operational support for our information systems against service outages and data corruption, as well as protection against cyber-based network security breaches and theft of data;

~~our ability to protect our intellectual property and renew licenses to use intellectual property of third parties;~~

~~changes in estimates used in the percentage-of-completion method of accounting;~~

~~our ability to obtain and maintain surety bonds, letters of credit and similar financing;~~

the operating risks normally incident to our lines of business, including the potential impact of project losses, liquidated damages and professional liability, product liability, warranty and other claims against us;

~~our ability to manage our capital structure, including our access to capital, credit ratings, debt and ability to raise additional financing;~~

~~our ability to comply with covenants in our credit agreements and other debt instruments and the availability, terms and deployment of capital;~~

~~volatility and uncertainty of the credit markets;~~

~~our ability to successfully manage research and development projects and costs, including our efforts to successfully develop and commercialize new technologies and products;~~

risks associated with our restructuring of the mPower program, including the risk that we do not receive or experience delays in receiving funding from the DOE and the risk of exposure to claims of contractual and other liability from our current partner, customer or others;

~~the risks associated with integrating businesses we acquire;~~

~~our ability to obtain and maintain builder’s risk, liability, property and other insurance in amounts and on terms we consider adequate and at rates that we consider economical;~~

~~the aggregated risks retained in our captive insurance subsidiary;~~

~~the effects of asserted and unasserted claims;~~

results of tax audits, including a determination by the Internal Revenue Service that our spin-off from McDermott International, Inc. or certain other transactions should be treated as a taxable transaction, and the realization of deferred tax assets;

changes in, and liabilities relating to, existing or future environmental matters and regulations, including with respect to our operations that involve the handling, transportation and disposal of radioactive or hazardous materials;

~~changes in, or our failure or inability to comply with, laws and governmental regulations;~~

~~difficulties we may encounter in obtaining regulatory or other necessary permits or approvals;~~

~~adverse outcomes from legal and regulatory proceedings;~~

~~our limited ability to influence and direct the operations of our joint ventures;~~

~~potential violations of the Foreign Corrupt Practices Act;~~

~~our ability to successfully compete with current and future competitors;~~

~~the loss of key personnel and the continued availability of qualified personnel;~~

~~our inability to realize expected benefits from our Global Competitiveness Initiative and other cost reduction initiatives;~~

~~our ability to negotiate and maintain good relationships with labor unions;~~

~~changes in pension and medical expenses associated with our retirement benefit programs;~~

~~potentially insufficient systems of internal controls over financial reporting;~~

~~the ability of our suppliers to deliver raw materials in sufficient quantities and in a timely manner;~~

~~social, political and economic situations in foreign countries where we do business;~~

~~the possibilities of natural disasters, war, other armed conflicts or terrorist attacks; and~~

~~our ability to complete the spin-off of our Power Generation business within the expected time frame or at all, and without significant disruption to our business.~~

We believe the items we have outlined above are important factors that could cause estimates in our financial statements to differ materially from actual results and those expressed in a forward-looking statement made in this report or elsewhere by us or on our behalf. 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 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, ~~each time~~whether as a ~~potential important factor arises,~~result of new information, future events or otherwise, except as required by applicable ~~securities laws and regulations.~~laws. We advise our security holders that they should (1) be aware that factors not referred to above could affect the accuracy of our forward-looking statements and (2) use caution and common sense when considering our forward-looking statements.

~~prices for natural resources such as coal and natural gas;~~

~~demand for electricity and other end products of steam-generating facilities;~~

~~availability of other sources of electricity, paper or other end products;~~

~~requirements of environmental legislation and regulations, including potential requirements applicable to carbon dioxide emissions;~~

~~impact of potential regional, state, national and/or global requirements to significantly limit or reduce greenhouse gas emissions in the future;~~

~~level of capacity utilization at operating power plants and other steam-using facilities;~~

~~requirements for maintenance and upkeep at operating power plants and other steam-using facilities to combat the accumulated effects of wear and tear;~~

~~ability of electric generating companies and other steam users to raise capital; and~~

~~relative prices of fuels used in boilers, compared to prices for fuels used in gas turbines and other alternative forms of generation.~~

A material decline in spending by electric power generating companies and other steam-using industries over a sustained period of time could materially and adversely affect the demand for our power generation products and services and, therefore, our financial condition, results of operations and cash flows.

U.S. coal-fired power plants have been scrutinized by environmental groups and government regulators over the emissions of potentially harmful pollutants. The recent economic environment and uncertainty concerning new environmental legislation or replacement rules or regulations has caused many of our major customers, principally electric utilities, to delay making substantial expenditures for new plants, as well as upgrades to existing power plants.

We rely on U.S. Government contracts for a ~~large~~substantial percentage of our revenue, and some of those contracts are subject to continued appropriations by Congress and may be terminated or delayed if future funding is not made available. In addition, the U.S. Government may not renew or may seek to modify or terminate our existing contracts.

difficulties encountered on our large-scale projects related to the procurement of materials or due to schedule disruptions, equipment performance failures, unforeseen site conditions, rejection clauses in customer contracts or other factors that may result in additional costs to us, reductions in revenue, claims or disputes;

our inability to obtain compensation for additional work we perform or expenses we incur as a result of our customers providing deficient design, or engineering information, or equipment or materials;

requirements to pay liquidated damages upon our failure to meet schedule or performance requirements of our contracts; and

difficulties in engaging ~~third party~~third-party subcontractors, equipment manufacturers or materials suppliers or failures by ~~third party~~third-party subcontractors, equipment manufacturers or materials suppliers to perform could result in project delays and cause us to incur additional costs.

limiting our ability to react to changing economic, regulatory and industry conditions;

limiting our ability to compete and our flexibility in planning for, or reacting to, changes in our business and the industry;

limiting our ability to invest in joint ventures or acquire other companies;

limiting our ability to pay dividends to our stockholders; and

limiting our ability to borrow additional funds.

difficulties relating to the assimilation of personnel, services and systems of an acquired business and the assimilation of marketing and other operational capabilities;

challenges resulting from unanticipated changes in customer relationships after the acquisition;

additional financial and accounting challenges and complexities in areas such as tax planning, treasury management, financial reporting and internal controls;

assumption of liabilities of an acquired business, including liabilities that were unknown at the time the acquisition transaction was negotiated;

diversion of ~~management’s~~management's attention from day-to-day operations;

failure to realize anticipated benefits, such as cost savings and revenue enhancements;

potentially substantial transaction costs associated with business combinations; and

potential impairment of goodwill or other intangible assets resulting from the overpayment for an acquisition.

accidents resulting in injury or the loss of life or property;

environmental or toxic tort claims, including delayed manifestation claims for personal injury or loss of life;

pollution or other environmental mishaps;

adverse weather conditions;

mechanical or design failures;

business interruption due to political action in foreign countries or other reasons; and

potential liabilities relating to harmful effects on the environment and human health resulting from nuclear operations and the storage, handling and disposal of radioactive materials;

unplanned expenditures relating to maintenance, operation, security, defects, upgrades and repairs required by the NRC and other government agencies;

limitations on the amounts and types of insurance commercially available to cover losses that might arise in connection with nuclear operations; and

potential liabilities arising out of a nuclear, radiological or criticality incident, whether or not it is within our control.

~~currency conversions and repatriation;~~

~~clean air and other environmental protection legislation;~~

~~taxation of foreign earnings and earnings of expatriate personnel;~~

~~transactions in or with foreign countries or officials; and~~

~~use of local employees and suppliers.~~

In addition, a substantial portion of the demand for our products and services is from electric power generating companies and other steam-using customers. The demand for power generation products and services can be influenced by state and federal governmental legislation setting requirements for utilities related to operations, emissions and environmental impacts. The legislative process is unpredictable and includes a platform that continuously seeks to increase the restrictions on power producers. Potential legislation limiting emissions from power plants, including carbon dioxide, could affect our markets and the demand for our products and services related to power generation.

~~We cannot determine the extent to which our future operations and earnings may be affected by new legislation, new regulations or changes in existing regulations.~~

~~Regulations related to “conflict minerals” may force us to incur additional expenses, may make our supply chain more complex and may result in damage to our reputation with customers.~~

On August 22, 2012, under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the SEC adopted new requirements for companies that use certain minerals and metals, known as conflict minerals, in their products, whether or not these products are manufactured by third parties. Under these requirements, companies that are subject to the rules conduct due diligence and disclose and report whether or not such minerals originate from the Democratic Republic of Congo and adjoining countries. The implementation of these new requirements could adversely affect the sourcing, availability and pricing of minerals used in the manufacture of certain components incorporated in our products. In addition, we will incur additional costs to comply with the disclosure requirements,

including costs related to determining the source of any of the relevant minerals and metals used in our products. Since our supply chain is complex, we may not be able to sufficiently verify the origins for these minerals and metals used in our products through the diligence procedures that we implement, which may harm our reputation. In such event, we may also face difficulties in satisfying customers who require that the components of our products either may not originate from the Democratic Republic of Congo and adjoining countries or must be certified as conflict free.

~~Our business requires us to obtain, and to comply with, national, state and local government permits and approvals.~~

Our business is required to obtain, and to comply with, national, state and local government permits and approvals. Any of these permits or approvals may be subject to denial, revocation or modification under various circumstances. Failure to obtain or comply with the conditions of permits or approvals may adversely affect our operations by temporarily suspending our activities or curtailing our work and may subject us to penalties and other sanctions. Although existing licenses are routinely renewed by various regulators, renewal could be denied or jeopardized by various factors, including:

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

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

~~local community, political or other opposition;~~

~~executive action; and~~

~~legislative action.~~

In addition, if new environmental legislation or regulations are enacted or implemented, or existing laws or regulations are amended or are interpreted or enforced differently, we may be required to obtain additional operating permits or approvals. Our inability to obtain, and to comply with, the permits and approvals required for our business could have a material adverse effect on us.

Our operations involve the handling, transportation and disposal of radioactive and hazardous materials, and environmental laws and regulations and civil liability for contamination of the environment or related personal injuries may result in increases in our operating costs and capital expenditures and decreases in our earnings and cash flows.

constructing and manufacturing nuclear components;

currency conversions and repatriation;

environmental protection legislation;

taxation of earnings;

transactions in ~~several significant joint ventures and may enter into additional joint venture arrangements in~~or with certain foreign countries or officials, such as those designated by the ~~future. Our influence over some~~Office of these entities may be limited. Even in those joint ventures over which we do exercise significant influence, we are often required to consider the interests of our joint venture partners in connection with major decisions concerning the operationsForeign Assets Control of the ~~joint ventures. In any case, differences in views among~~U.S. Department of the ~~joint venture participants may result in delayed decisions~~Treasury; and

use of local employees and suppliers.

failure to provide adequate financial assurance for decommissioning or closure;

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

local community, political or other opposition;

executive action; and

legislative action.

~~risks of war, terrorism and civil unrest;~~

~~expropriation, confiscation or nationalization of our assets;~~

renegotiation or nullification of our existing contracts;

changing political conditions and changing laws and policies affecting trade and investment;

and

~~overlap of different tax structures; and~~

changes in foreign currency exchange rates.

~~Various foreign jurisdictions have laws limiting the right and ability of foreign subsidiaries and joint ventures to pay dividends and remit earnings to affiliated companies.~~

providing that our Board of Directors fixes the number of members of the board;

providing for the division of our ~~board~~Board of ~~directors~~Directors into three classes with staggered terms;

limiting who may call special meetings of stockholders;

prohibiting stockholder action by written consent, thereby requiring stockholder action to be taken at a meeting of the stockholders;

establishing advance notice requirements for nominations of candidates for election to our Board of Directors or for proposing matters that can be acted on by stockholders at stockholder meetings;

establishing supermajority vote requirements for certain amendments to our certificate of incorporation and bylaws;

limiting the right of stockholders to remove directors;

authorizing a large number of shares of common stock that are not yet issued, which would allow our Board of Directors to issue shares to persons friendly to current management, thereby protecting the continuity of our management, or which could be used to dilute the stock ownership of persons seeking to obtain control of us; and

authorizing the issuance of ~~“blank check”~~"blank check" preferred stock, which could be issued by our Board of Directors to increase the number of outstanding shares and thwart a takeover attempt.

~~We also own or lease a number of sales, administrative and field construction offices, warehouses and equipment maintenance centers strategically located throughout the world.~~

We own, manage and operate Ebensburg Power Company, an independent power company that produces alternative electrical energy. Through one of our subsidiaries, Revloc Reclamation Service, Inc., Ebensburg Power Company operates multiple coal refuse sites in Western Pennsylvania (collectively, the “Revloc Sites”). At the Revloc Sites, Ebensburg Power Company utilizes coal refuse from abandoned surface mine lands to produce energy. Beyond converting the coal refuse to energy, Ebensburg Power Company is also taking steps to reclaim the former surface mine lands to make the land and streams more attractive for wildlife and human uses.

The Revloc Sites are subject to regulation by the federal Mine Safety and Health Administration under the Federal Mine Safety and Health Act of 1977. Information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and this Item is included in exhibit 95 to this annual report on Form 10-K.

~~AECOM Technology Corporation~~

~~Chicago Bridge & Iron Company N.V.~~

Curtiss-Wright Corporation

~~Emcor Group, Inc.~~

Esterline Technologies

~~Fluor~~General Dynamics

~~Amec Foster Wheeler~~

Huntington Ingalls

~~Jacobs Engineering Group, Inc.~~

Lockheed Martin

~~MasTec, Inc.~~

Northrop Grumman

~~Quanta Services, Inc.~~

Orbital ATK

~~Tetra Tech, Inc.~~

Rockwell Collins

CONSOLIDATED ~~STATEMENT~~STATEMENTS OF STOCKHOLDERS’ EQUITY

Capital In
Excess of
Par Value Retained
Earnings Accumulated
Other
Comprehensive
Income (Loss) Treasury
Stock Stockholders’
Equity Noncontrolling
Interest Total
Stockholders’
Equity

Common Stock
Shares Par Value
(In thousands, except share and per share amounts)
Balance December 31, 2011
118,458,911    $ 1,185    $ 676,952    $ 130,890    $ 26,826    $ (10,059 ) $ 825,794    $ 9,179    $ 834,973
Net income
—      —      —      227,695    —      —      227,695    (10,138 ) 217,557
Dividends declared ($.08 per share)
—      —      —      (9,522 ) —      —      (9,522 ) —      (9,522 )
Defined benefit obligations
—      —      —      —      1,847    —      1,847    —      1,847
Available-for-sale investments
—      —      —      —      396    —      396    —      396
Currency translation adjustments
—      —      —      —      4,273    —      4,273    11    4,284
Derivative financial instruments
—      —      —      —      (614 ) —      (614 ) —      (614 )
Exercise of stock options
261,784    3    4,511    —      —      —      4,514    —      4,514
Contributions to thrift plan
549,121    5    13,788    —      —      —      13,793    —      13,793
Shares placed in treasury
—      —      —      —      —      (99,750 ) (99,750 ) —      (99,750 )
Stock-based compensation charges
338,210    3    18,006    —      —      —      18,009    —      18,009
Contribution of in-kind services
—      —      —      —      —      —      —      17,942    17,942
Distributions to noncontrolling interests
—      —      —      —      —      —      —      (513 ) (513 )

Balance December 31, 2012
119,608,026    $ 1,196    $ 713,257    $ 349,063    $ 32,728    $ (109,809 ) $ 986,435    $ 16,481    $ 1,002,916

Net income
—      —      —      346,078    —      —      346,078    (13,488 ) 332,590
Dividends declared ($.34 per share)
—      —      —      (38,225 ) —      —      (38,225 ) —      (38,225 )
Defined benefit obligations
—      —      —      —      47    —      47    —      47
Available-for-sale investments
—      —      —      —      (467 ) —      (467 ) —      (467 )
Currency translation adjustments
—      —      —      —      (2,484 ) —      (2,484 ) (34 ) (2,518 )
Derivative financial instruments
—      —      —      —      (1,476 ) —      (1,476 ) —      (1,476 )
Exercise of stock options
241,561    2    4,928    —      —      —      4,930    —      4,930
Contributions to thrift plan
464,451    5    13,934    —      —      —      13,939    —      13,939
Shares placed in treasury
—      —      —      —      —      (159,162 ) (159,162 ) —      (159,162 )
Stock-based compensation charges
222,872    2    15,070    —      —      —      15,072    —      15,072
Contribution of in-kind services
—      —      —      —      —      —      —      15,794    15,794
Distributions to noncontrolling interests
—      —      —      —      —      —      —      (499 ) (499 )

Balance December 31, 2013
120,536,910    $ 1,205    $ 747,189    $ 656,916    $ 28,348    $ (268,971 ) $ 1,164,687    $ 18,254    $ 1,182,941

Net income
—      —      —      29,388    —      —      29,388    (7,931 ) 21,457
Dividends declared ($.40 per share)
—      —      —      (43,815 ) —      —      (43,815 ) —      (43,815 )
Defined benefit obligations
—      —      —      —      2,841    —      2,841    —      2,841
Available-for-sale investments
—      —      —      —      25    —      25    —      25
Currency translation adjustments
—      —      —      —      (26,868 ) —      (26,868 ) (37 ) (26,905 )
Derivative financial instruments
—      —      —      —      (750 ) —      (750 ) —      (750 )
Exercise of stock options
193,595    2    4,748    —      —      —      4,750    —      4,750
Contributions to thrift plan
436,246    4    13,721    —      —      —      13,725    —      13,725
Shares placed in treasury
—      —      —      —      —      (155,019 ) (155,019 ) —      (155,019 )
Stock-based compensation charges
437,581    5    9,735    —      —      —      9,740    —      9,740
Contribution of in-kind services
—      —      —      —      —      —      —      5,831    5,831
Distributions to noncontrolling interests
—      —      —      —      —      —      —      (620 ) (620 )

Balance December 31, 2014
121,604,332    $ 1,216    $ 775,393    $ 642,489    $ 3,596    $ (423,990 ) $ 998,704    $ 15,497    $ 1,014,201

Our Power Generation segment provides advanced fossil and renewable power generation equipment that includes a broad suite of boiler products and environmental systems and related services for power and industrial uses. We specialize in engineering, manufacturing, procurement, and erection of equipment and technologies used in the power generation industry and various other industries, and the provision of related services, including steam generating equipment, proven emissions control systems for environmental regulations, renewable energy solutions (biomass, combined heat and power, waste-to-energy and concentrating solar power), boiler cleaning systems, material transport equipment, fuel handling systems, cogeneration and combined cycle installations, and carbon capture and sequestration technologies. For this full range of product offerings, we offer complete aftermarket, operation and maintenance and construction project services. We provide products and services to electric utilities, municipalities, EPC contractors, architect engineers, independent power producers, international trading firms, electric power cooperatives and state electricity boards. Our markets include electric power generation, industrial, chemical, oil refinery, cement, institutional, municipal and government customers worldwide. We have an extensive North American and global footprint including engineering, design, service, manufacturing, sales, business development, regional service centers, manufacturers’ representatives and joint venture facilities located in more than 30 countries around the globe. Our installed base represents more than 300,000 MW of equivalent steam-generating capacity in more than 800 facilities in over 90 countries.

Our steam generating equipment operates on a range of traditional fossil fuels including coal, natural gas and oil along with renewable, unconventional and other typical waste fuel streams. We have commercialized many advanced emissions technologies to control nitrogen oxide, sulfur dioxide, sulfur trioxide, coarse and fine particulate matter, mercury, acid gases and other hazardous air emissions.

On June 20, 2014, we completed the acquisition of MEGTEC Holdings, Inc. (“MEGTEC”). MEGTEC designs, engineers, manufactures and services air pollution control systems and coating/drying equipment for a variety of industrial applications and complements our environmental products and solutions offerings.

Our Nuclear Operations segment engineers, designs and manufactures naval nuclear reactors for the U.S. Department of Energy ~~(“DOE”~~("DOE")/National Nuclear Security ~~Administration’s (“NNSA”~~Administration's ("NNSA") Naval Nuclear Propulsion Program, which in turn supplies them to the U.S. Navy for use in submarines and aircraft carriers. Through this segment, we own and operate manufacturing facilities located in Lynchburg, Virginia; Mount Vernon, Indiana; Euclid, Ohio; Barberton, Ohio; and Erwin, Tennessee. The Barberton and Mount Vernon locations specialize in the design and manufacture of heavy ~~components. These two locations are N-Stamp certified by the American Society~~components inclusive of ~~Mechanical Engineers (“ASME”), making them two of only a few North American suppliers of large, heavy-walled nuclear components~~development and ~~vessels.~~fabrication activities for submarine missile launch tubes. The Euclid facility ~~which~~fabricates electro-mechanical equipment for the U.S. Government, and performs design, manufacturing, inspection, assembly and testing activities. The Lynchburg operations fabricate fuel-bearing precision components that range in weight from a few grams to hundreds of tons. 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. Fuel for the naval nuclear reactors is provided by Nuclear Fuel Services, Inc. ("NFS"), one of our wholly owned subsidiaries. Located in Erwin, Tennessee, NFS also ~~ASME N-Stamp~~

converts Cold War-era government stockpiles of highly enriched uranium into material suitable for further processing into commercial nuclear reactor fuel.

certified, fabricates electro-mechanical equipment for the U.S. Government, and performs design, manufacturing, inspection, assembly and testing activities. The Lynchburg operations fabricate fuel-bearing precision components that range in weight from a few grams to hundreds of tons. 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. Fuel for the naval nuclear reactors is provided by Nuclear Fuel Services, Inc. (“NFS”), one of our wholly owned subsidiaries. Located in Erwin, NFS also converts Cold War-era government stockpiles of highly enriched uranium into material suitable for further processing into commercial nuclear reactor fuel.

Our Technical Services segment provides various services to the U.S. Government, including uranium processing, environmental site restoration services and management and operating services for various U.S. Government-owned facilities. These services are provided to the ~~Department of Defense and the~~ DOE including the NNSA, the Office of Nuclear Energy, the Office of Science, and the Office of Environmental ~~Management.~~Management; the Department of Defense and NASA. Through this segment, we deliver products and management solutions to nuclear operations and high-consequence manufacturing facilities. A significant portion of this ~~segment’s~~segment's operations are conducted through joint ventures.

Our Nuclear Energy segment supplies commercial nuclear steam generators and components to nuclear utility customers. ~~B&W~~BWXT has supplied the nuclear industry with more than 1,300 large, heavy components worldwide. This segment is the only heavy nuclear component ~~N-Stamp certified~~ manufacturer in North ~~America.~~America that is N-Stamp certified by the American Society of Mechanical Engineers. Our Nuclear Energy segment fabricates pressure vessels, reactors, steam generators, heat exchangers and other auxiliary equipment. This segment also provides specialized engineering services that include structural component design, 3-D thermal-hydraulic engineering analysis, weld and robotic process development and metallurgy and materials engineering. In addition, this segment offers services for nuclear steam generators and balance of plant equipment, as well as nondestructive examination and tooling/repair solutions for other plant systems and components. This segment also offers engineering and licensing services for new nuclear plant designs.

Increase ~~(decrease)~~ in amortization expense related to timing of amortization of the fair value of identifiable intangible assets acquired of approximately ~~$(3.9)~~$7.7 million and ~~$12.6~~$8.3 million for the years ended December 31, ~~2014~~2016 and ~~2013,~~2015, respectively.

Elimination of historical interest ~~expense~~income of approximately ~~$0.9~~$0.4 million and ~~$2.4~~$0.5 million for the years ended December 31, ~~2014~~2016 and ~~2013,~~2015, respectively.

Additional interest expense associated with the incremental borrowings that would have been incurred to acquire ~~MEGTEC~~NEC as of January 1, ~~2013~~2015 of approximately ~~$1.2~~$2.1 million and $2.5 million for the years ended December 31, ~~2014~~2016 and ~~2013,~~2015, respectively.

Additional accretion associated with asset retirement obligations of approximately $1.5 million and $1.6 million for the years ended December 31, 2016 and 2015, respectively.

Additional depreciation expense associated with the fair value adjustment of property, plant and equipment of approximately $1.0 million for the years ended December 31, 2016 and 2015.

Elimination of ~~$14.4~~$6.8 million in acquisition related costs recognized in the year ended December 31, ~~2014~~2016 that are not expected to be recurring.

BWXT Retirement ~~Plan for Employees of Babcock & Wilcox Commercial Operations (covering Power Generation and Nuclear Energy segment employees);~~

Plan;

~~Retirement Plan for Employees of Babcock & Wilcox Governmental Operations (covering Nuclear Operations and Technical Services segment employees and Corporate employees);~~

Nuclear Fuel Services, Inc. Retirement Plan for Salaried Employees; and

Nuclear Fuel Services, Inc. Retirement Plan for Hourly Employees.

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

workers’ compensation claims, premises liability claims and other claims.

Level 1 – inputs are based upon quoted prices for identical instruments traded in active markets.

Level 2 – inputs are based upon quoted prices for similar instruments in active markets, quoted prices for similar or identical instruments in inactive markets and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets and liabilities.

Level 3 – inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models and similar valuation techniques.

   Year Ended December 31,
   2014 2013 2012
   (In thousands)
OPERATING INCOME:

Power Generation
   $ 98,557    $ 155,837    $ 183,387
Nuclear Operations
   270,536    237,855    226,269
Technical Services
   35,203    58,234    59,655
Nuclear Energy
   (23,211 ) 8,641    50,649
mPower
   (68,946 ) (81,304 ) (113,528 )


   $ 312,139    $ 379,263    $ 406,432


Unallocated Corporate⁽¹⁾
   (32,514 ) (26,039 ) (27,953 )
Special Charges for Restructuring Activities
   (41,091 ) (39,599 ) —
Mark to Market Adjustment
   (241,156 ) 222,737    (31,890 )


Total Operating Income⁽²⁾
   $ (2,622 ) $ 536,362    $ 346,589


Other Income (Expense):

Interest income
   1,028    1,443    1,491
Interest expense
   (7,579 ) (3,115 ) (3,735 )
Other - net
   14,639    (17,517 ) (24,927 )


Total Other Expense
   8,088    (19,189 ) (27,171 )


Income before Provision for Income Taxes
   $ 5,466    $ 517,173    $ 319,418


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

⁽²⁾       Included in operating income is the following:

(Gains) Losses on Asset Disposals – Net:

Power Generation
   $ 1,752    $ 1,181    $ 3,276
Nuclear Operations
   —      163    (339 )
Technical Services
   —   �� —      (1,517 )
Nuclear Energy
   (665 ) (28 ) (1 )
mPower
   —      —      —
Unallocated Corporate
   (6 ) (267 ) —


   $ 1,081    $ 1,049    $ 1,419


Equity in Income of Investees:

Power Generation
   $ 8,682    $ 18,388    $ 17,402
Nuclear Operations
   —      —      —
Technical Services
   33,042    50,281    49,621
Nuclear Energy
   32    (611 ) (314 )
mPower
   —      —      —


   $ 41,756    $ 68,058    $ 66,709

   Year Ended December 31,
   2014    2013    2012
   (In thousands)
SEGMENT ASSETS:

Power Generation
   $ 1,018,149       $ 970,718       $ 1,059,824
Nuclear Operations
   770,359       778,203       708,607
Technical Services
   114,581       120,559       125,494
Nuclear Energy
   427,412       439,325       391,096
mPower
   17,233       21,790       10,137






Total Segment Assets
   2,347,734       2,330,595       2,295,158
Corporate Assets
   509,202       278,558       545,197






Total Assets
   $ 2,856,936       $ 2,609,153       $ 2,840,355






CAPITAL EXPENDITURES:

Power Generation
   $ 15,449       $ 15,280       $ 24,592
Nuclear Operations
   34,777       31,572       44,810
Technical Services
   66       98       —
Nuclear Energy
   14,358       5,506       5,881
mPower
   1,983       2,854       2,554






Segment Capital Expenditures
   66,633       55,310       77,837
Corporate Capital Expenditures
   9,396       9,640       8,798






Total Capital Expenditures
   $ 76,029       $ 64,950       $ 86,635






DEPRECIATION AND AMORTIZATION:

Power Generation
   $ 30,661       $ 23,892       $ 19,126
Nuclear Operations
   54,524       26,975       32,013
Technical Services
   3       185       244
Nuclear Energy
   6,564       6,520       5,923
mPower
   974       554       279






Segment Depreciation and Amortization
   92,726       58,126       57,585
Corporate Depreciation and Amortization
   13,072       12,399       12,112






Total Depreciation and Amortization
   $ 105,798       $ 70,525       $ 69,697






INVESTMENT IN UNCONSOLIDATED AFFILIATES:

Power Generation
   $ 109,248       $ 144,475       $ 139,399
Nuclear Operations
   —         —         —
Technical Services
   31,229       40,329       46,928
Nuclear Energy
   27       27       27
mPower
   —         —         —






Total Investment in Unconsolidated Affiliates
   $ 140,504       184,831       $ 186,354

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE



DELAWARE		80-0558025
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

~~THE HARRIS BUILDING~~ ~~13024 BALLANTYNE CORPORATE PLACE~~ ~~SUITE 700~~ ~~CHARLOTTE, NORTH CAROLINA~~ 800 MAIN STREET, 4TH FLOOR		~~28277~~
LYNCHBURG, VIRGINIA		24504
(Address of Principal Executive Offices)		(Zip Code)



Title of each class		Name of each Exchange on which registered
Common Stock, $0.01 par value		New York Stock Exchange



		PAGE

	Consolidated Statements of Comprehensive Income ~~for the~~
	Years Ended December 31, ~~2014, 2013~~2016, 2015 and ~~2012~~2014	56
		67 Consolidated Statements of Stockholders’ Equity
		~~Consolidated Statement of Stockholders’ Equity for the~~ Years Ended December 31, ~~2014, 2013~~2016, 2015 and ~~2012~~2014	57
		68
		Consolidated Statements of Cash Flows ~~for the~~
	Years Ended December 31, ~~2014, 2013~~2016, 2015 and ~~2012~~2014	58
		69
		Notes to Consolidated Financial Statements		70	59
Item 9.		Changes In and Disagreements With Accountants on Accounting and Financial Disclosure	108
Item 9A.		~~122~~ Controls and Procedures
~~Item 9A.~~		~~Controls and Procedures~~
		Disclosure Controls and Procedures	108
		~~122~~
		Management’s Report on Internal Control Over Financial Reporting	108
		~~122~~
		Changes in Internal Control Over Financial Reporting	108
		~~123~~
		Report of Independent Registered Public Accounting Firm	109
Item 9B.	Other Information	109

~~123~~ PART III

~~Item 9B.~~		~~Other Information~~		~~124~~

~~PART III~~

Item 10.		Directors, Executive Officers and Corporate Governance		~~125~~	110
Item 11.		Executive Compensation		~~125~~	110
Item 12.		Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		~~125~~	110
Item 13.		Certain Relationships and Related Transactions, and Director Independence		~~125~~	110
Item 14.		Principal Accountant Fees and Services	110

~~125~~ PART IV


~~PART IV~~

Item 15.		Exhibits and Financial Statement Schedules	111
			~~126~~

Signatures				~~131~~	116



	2017		2018		Thereafter		Total
	(In approximate millions)
Nuclear Operations	$	1,246	$	1,132	$	1,107	$	3,485
Technical Services	5		—		—		5
Nuclear Energy	197		106		190		493
Total Backlog	$	1,448	$	1,238	$	1,297	$	3,983

x

ý	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



		PAGE
PART I
	~~PAGE~~
~~PART I~~ Item 1.	Business	1
~~Item 1.~~	General	1
	~~Business~~
		~~General~~			1
		Business Segments	1
	Contracts	1	4
	Backlog	5
	~~Acquisitions and Dispositions~~Competition	6
		4
		~~Contracts~~			5
		~~Backlog~~			6
		~~Competition~~			7
		Joint Ventures	7
		8
		Foreign Operations	8
	Customers	10	8
		~~Customers~~			10
		Raw Materials and Suppliers	8
	Employees	11	8
		~~Employees~~			11
		Patents and Technology Licenses	9
		11
		Research and Development Activities	9
		11
		Hazard Risks and Insurance	9
		12
		Governmental Regulations and Environmental Matters	11
		13
		Cautionary Statement Concerning Forward-Looking Statements	13
	Available Information	14
Item 1A.	Risk Factors	14
Item 1B.	Unresolved Staff Comments	30
Item 2.	Properties	30
Item 3.	Legal Proceedings	30
Item 4.	Mine Safety Disclosures	30

PART II
			16
		~~Available Information~~			18
~~Item 1A.~~		~~Risk Factors~~			18
~~Item 1B.~~		~~Unresolved Staff Comments~~			36
~~Item 2.~~		~~Properties~~			37
~~Item 3.~~		~~Legal Proceedings~~			38
~~Item 4.~~		~~Mine Safety Disclosures~~			38

~~P A R T I I~~

Item 5.		Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			39	31
Item 6.		Selected Financial Data			42	34
Item 7.		Management’s Discussion and Analysis of Financial Condition and Results of Operations	35
	General	43	35
		~~General~~			43
		Critical Accounting Policies and Estimates	36
		46 Results of Operations
		~~Results of Operations –~~ Years Ended December 31, ~~2014, 2013~~2016, 2015 and ~~2012~~2014	42
		51
		~~Adjusted Results of Operations~~			57
		Effects of Inflation and Changing Prices	47
		57
		Liquidity and Capital Resources			57	47
Item 7A.		Quantitative and Qualitative Disclosures about Market Risk			61	50
Item 8.		Financial Statements and Supplementary Data
		Report of Independent Registered Public Accounting Firm	52
		63 Consolidated Balance Sheets
		~~Consolidated Balance Sheets –~~ December 31, ~~2014~~2016 and December 31, ~~2013~~2015	53
		64
		Consolidated Statements of Income ~~for the~~
	Years Ended December 31, ~~2014, 2013~~2016, 2015 and ~~2012~~ 2014			66	55


	December 31, 2014				December 31, 2013
	(Dollars in millions)
Power Generation	$	2,247	42	%	$	2,072	45	%
Nuclear Operations		2,778	53	%		2,369	52	%
Technical Services		3	0	%		5	0	%
Nuclear Energy		264	5	%		142	3	%
mPower		—	0	%		2	0	%

Total Backlog	$	5,292	100	%	$	4,590	100	%



	December 31, 2016				December 31, 2015
	(Dollars in millions)
Nuclear Operations	$	3,485	88	%	$	2,311	87	%
Technical Services	5		—	%	4		—	%
Nuclear Energy	493		12	%	335		13	%
Total Backlog	$	3,983	100	%	$	2,650	100	%


	2015		2016		Thereafter		Total
	(In approximate millions)
Power Generation	$	990	$	445	$	812	$	2,247
Nuclear Operations		1,076		701		1,001		2,778
Technical Services		3		—		—		3
Nuclear Energy		87		56		121		264
mPower		—		—		—		—

Total Backlog	$	2,156	$	1,202	$	1,934	$	5,292



Business Segment and Location	Principal Use	Owned/Leased (Lease Expiration)
~~Power Generation~~ Nuclear Operations
~~Barberton, Ohio~~ Lynchburg, Virginia	Manufacturing facility ~~/ administrative office~~	~~Owned~~⁽¹⁾
~~West Point, Mississippi~~	~~Manufacturing facility~~	Owned⁽¹⁾
~~Lancaster,~~Barberton, Ohio	~~Manufacturing facility~~	~~Owned~~⁽¹⁾
~~Copley, Ohio~~	~~Warehouse / service center~~	~~Owned~~⁽¹⁾
~~De Pere, Wisconsin~~	~~Manufacturing facility / administrative office~~	~~Owned~~⁽¹⁾
~~Cambridge, Ontario, Canada~~	Manufacturing facility	Owned
~~Esbjerg, Denmark~~ Euclid, Ohio	Manufacturing facility	Owned / Leased ⁽²⁾
Mount Vernon, Indiana	Manufacturing facility	Owned
~~Dumbarton, Scotland~~ Erwin, Tennessee	Manufacturing facility	Owned
~~Straubing, Germany~~ Technical Services	~~Manufacturing facility~~
Lynchburg, Virginia	Administrative office	Leased ~~(2021)~~(2017)
~~Guadalupe, NL, Mexico~~ Nuclear Energy	~~Manufacturing facility~~
Lynchburg, Virginia	Engineering office	Leased ~~(2024)~~(2018)
~~Melville, Saskatchewan,~~Cambridge, Ontario, Canada	Manufacturing facility	Owned
~~Jingshan, Hubei, China~~ Peterborough, Ontario, Canada	Manufacturing facility	~~Owned~~ Leased (2036) ⁽³⁾
~~Shanghai, China~~ Toronto, Ontario, Canada	Manufacturing facility	~~Owned~~
~~Nuclear Operations~~
~~Lynchburg, Virginia~~	~~Manufacturing facility~~Leased (2036) ⁽³⁾	~~Owned~~
~~Barberton, Ohio~~ Arnprior, Ontario, Canada	Manufacturing facility	~~Owned~~Leased (2022)
~~Euclid, Ohio~~ Corporate	~~Manufacturing facility~~	~~Owned /Leased~~⁽²⁾
~~Mount Vernon, Indiana~~	~~Manufacturing facility~~	~~Owned~~
~~Erwin, Tennessee~~	~~Manufacturing facility~~	~~Owned~~
~~Technical Services~~
~~Charlotte, North Carolina~~ Lynchburg, Virginia	Administrative office	Leased ~~(2018)~~(2017)
~~Nuclear Energy~~
Charlotte, North Carolina	Administrative office	Leased (2019)
~~Lynchburg, Virginia~~	~~Engineering office~~	~~Leased (2018)~~
~~Cambridge, Ontario, Canada~~	~~Manufacturing facility~~	~~Owned~~
~~mPower~~
~~Charlotte, North Carolina~~ Washington, District of Columbia	Administrative office	~~Leased (2019)~~Owned

~~Lynchburg, Virginia~~	~~Engineering and design facility~~	~~Leased (2015)~~
~~Corporate~~
~~Charlotte, North Carolina~~ (1)	~~Administrative office~~	~~Leased (2019)~~


	SHARE PRICE				DIVIDENDS
QUARTER ENDED	HIGH		LOW		PER SHARE
March 31, 2014	$	35.40	$	32.39	$	0.10
June 30, 2014	$	36.00	$	31.58	$	0.10
September 30, 2014	$	33.57	$	27.52	$	0.10
December 31, 2014	$	30.90	$	27.42	$	0.10



	SHARE PRICE				DIVIDENDS PER SHARE
QUARTER ENDED	HIGH		LOW		DIVIDENDS PER SHARE
March 31, 2016	$	34.61	$	26.89	$	0.09
June 30, 2016	$	36.43	$	32.24	$	0.09
September 30, 2016	$	39.70	$	34.69	$	0.09
December 31, 2016	$	40.66	$	36.16	$	0.09


Item 1.	BUSINESS


Item 1A.	RISK FACTORS


Item 1B.	UNRESOLVED STAFF COMMENTS


Item 2.	PROPERTIES


Plan Category	Number of securities to be issued upon exercise of outstanding options and rights		Weighted-average exercise price of outstanding options and rights		Number of securities remaining available for future issuance
Equity compensation plans approved by security holders		2,547,004	$	29.15		5,120,559



Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders	1,723,175	$	23.56	3,979,962


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⁾
October 1, 2014 – October 31, 2014		—	$	—		—	$	346.6
November 1, 2014 – November 30, 2014		4,778	$	29.77		—	$	346.6
December 1, 2014 – December 31, 2014		940	$	29.17		—	$	346.6

Total		5,718	$	29.67		—



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⁾
October 1, 2016 – October 31, 2016	162	$	38.11	—	$	43.0
November 1, 2016 – November 30, 2016	5,268	$	39.23	—	$	43.0
December 1, 2016 – December 31, 2016	—	—		—	$	43.0
Total	5,430	$	39.20	—

⁽¹⁾
(1)	Includes ~~4,778~~162 and ~~940~~5,268 shares repurchased during ~~November~~October and ~~December,~~November, respectively, pursuant to the provisions of employee benefit plans that permit the repurchase of shares to satisfy statutory tax withholding obligations.

~~(1)~~
(1)	Assumes initial investment of $100 on ~~July~~December 31, ~~2010.~~2011 and reinvestment of dividends. The value of the BWE shares distributed in the spin-off is reflected in the cumulative total return as a reinvested dividend.


	For the Years Ended
	2014		2013		2012		2011		2010⁽¹⁾
	(In thousands, except for per share amounts)
Revenues	$	2,923,019	$	3,269,208	$	3,291,359	$	2,952,040	$	2,688,811
Income (Loss) before Provision for Income Taxes	$	5,466	$	517,173	$	319,418	$	94,498	$	220,208
Net Income Attributable to The Babcock & Wilcox Company	$	29,388	$	346,078	$	227,695	$	78,319	$	139,939
Basic Earnings per Common Share⁽¹⁾:
Net Income Attributable to The Babcock & Wilcox Company	$	0.27	$	3.09	$	1.92	$	0.67	$	1.20
Diluted Earnings per Common Share⁽¹⁾:
Net Income Attributable to The Babcock & Wilcox Company	$	0.27	$	3.07	$	1.91	$	0.66	$	1.19
Cash Dividends Per Common Share	$	0.40	$	0.34	$	0.08		—		—
Total Assets	$	2,856,936	$	2,609,153	$	2,840,355	$	2,789,111	$	2,500,510
Current Maturities of Long-Term Debt	$	18,215	$	4,671	$	4,062	$	4,653	$	4,790
Long-Term Debt	$	285,000	$	225	$	430	$	633	$	855

~~(1)~~	~~On July~~
(1)	Statement of income data prior to December 31, 2015 has been restated to reflect the June 30, ~~2010, 116,225,732 shares~~2015 spin-off of our ~~common stock were distributed~~former Power Generation business, which is presented as income (loss) from discontinued operations.


(2)	Total assets presented for years prior to ~~MII shareholders~~December 31, 2015 include the historical assets of our former Power Generation business.


Item 7.	~~MANAGEMENT’S~~MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


	.25% Increase			.25% Decrease
	(in millions)
Pension Plans
Discount Rate:
Effect on ongoing net periodic benefit cost⁽¹⁾	$	2.5		$	(4.8	)
Effect on project benefit obligation		(86.9	)		91.6
Return on Assets:
Effect on ongoing net periodic benefit cost	$	(5.3	)	$	5.3
Postretirement Plans
Discount Rate:
Effect on ongoing net periodic benefit cost⁽¹⁾	$	—		$	—
Effect on project benefit obligation		(2.6	)		2.9
Return on Assets:
Effect on ongoing net periodic benefit cost	$	(0.1	)	$	0.1
Health Care Cost Trend Rate:
Effect on ongoing net periodic benefit cost	$	0.1		$	(0.1	)
Effect on project benefit obligation		1.9			(1.7	)


(1)	Excludes effect of annual ~~mark-to-market~~mark to market adjustment.


	Year Ended December 31,
	2014			2013			2012
	(In thousands)
REVENUES:
Power Generation	$	1,486,029		$	1,767,651		$	1,785,959
Nuclear Operations		1,220,952			1,167,683			1,098,031
Technical Services		84,834			104,254			107,851
Nuclear Energy		154,721			283,857			325,655
mPower		278			1,523			326
Adjustments and Eliminations		(23,795	)		(55,760	)		(26,463	)

	$	2,923,019		$	3,269,208		$	3,291,359

OPERATING INCOME:
Power Generation	$	98,557		$	155,837		$	183,387
Nuclear Operations		270,536			237,855			226,269
Technical Services		35,203			58,234			59,655
Nuclear Energy		(23,211	)		8,641			50,649
mPower		(68,946	)		(81,304	)		(113,528	)

	$	312,139		$	379,263		$	406,432

Unallocated Corporate		(32,514	)		(26,039	)		(27,953	)
Special Charges for Restructuring Activities		(41,091	)		(39,599	)		—
Mark to Market Adjustment		(241,156	)		222,737			(31,890	)

Total Operating Income	$	(2,622	)	$	536,362		$	346,589


	December 31,
	2014		2013
	(In thousands)
Domestic	$	183,651	$	212,032
Foreign		198,979		197,989

Total	$	382,630	$	410,021


	Total		Less than 1 Year		1-3 Years		3-5 Years		After 5 Years
	(In thousands)
Long-term debt principal	$	303,215	$	18,215	$	30,000	$	255,000	$	—
Interest payments	$	33,442	$	5,629	$	16,618	$	11,195	$	—
Lease payments	$	32,678	$	9,896	$	13,116	$	8,445	$	1,221


	Principal Amount by Expected Maturity
	(In thousands)
At December 31, 2014:																					Fair Value at December 31, 2014
	Years Ending December 31,
	2015			2016			2017			2018			2019			Thereafter			Total
Investments	$	2,398			—			—			—		$	2,628		$	7,364		$	12,390	$	12,443
Average Interest Rate		0.22	%		—			—			—			8.00	%		0.13	%
Long-term Debt	$	18,215		$	15,000		$	15,000		$	15,000		$	240,000		$	—		$	303,215	$	307,141
Average Interest Rate		2.6	%		2.7	%		3.4	%		3.6	%		3.9	%		—

At December 31, 2013:																					Fair Value at December 31, 2013
	Years Ending December 31,
	2014			2015			2016			2017			2018			Thereafter			Total
Investments	$	10,747			—			—			—			—		$	4,224		$	14,971	$	15,174
Average Interest Rate		0.18	%		—			—			—			—			0.25	%
Long-term Debt	$	4,671		$	225			—			—			—			—		$	4,896	$	4,917
Average Interest Rate		6.31	%		0.46	%		—			—			—			—



	Principal Amount by Expected Maturity (In thousands)
At December 31, 2016:														Fair Value at
	Years Ending December 31,													December 31,
	2017		2018		2019		2020		2021	Thereafter		Total		2016
Investments	$	12,218	—		$	2,708	—		—	$	5,401	$	20,327	$	23,530
Average Interest Rate	0.75%		—		8.00%		—		—	0.00%
Long-term Debt	$	27,370	$	27,370	$	27,370	$	448,876	—	—		$	530,986	$	522,804
Average Interest Rate	2.54%		3.07%		3.46%		3.66%		—	—



At December 31, 2015:															Fair Value at
	Years Ending December 31,														December 31,
	2016		2017		2018		2019		2020		Thereafter		Total		2015
Investments	$	2,773	—		—		$	2,628	—		$	5,974	$	11,375	$	9,546
Average Interest Rate	0.34%		—		—		8.00%		—		0.15%
Long-term Debt	$	15,000	$	15,000	$	15,000	$	15,000	$	240,000	—		$	300,000	$	304,925
Average Interest Rate	2.32%		2.85%		3.17%		3.39%		3.57%		—


Forward Contracts to Purchase Foreign Currencies in U.S. Dollars (in thousands)

	Year Ending		Fair Value at			Average Contractual
Foreign Currency	December 31, 2015		December 31, 2014			Exchange Rate
British Pound Sterling	$	3,835	$	(233	)		1.6452
British Pound Sterling (selling Euros)	$	2,788	$	89			0.8131
Canadian Dollars	$	32,513	$	(2,655	)		1.0805
Chinese Renminbi	$	1,695	$	(28	)		6.2681
Euros	$	721	$	(30	)		1.2666
Euros (selling British Pound Sterling)	$	1,474	$	(21	)		0.7952
Swedish Krona (selling Danish Krona)	$	1,309	$	(62	)		1.2253
U.S. Dollars (selling British Pound Sterling)	$	276	$	13			1.6240
U.S. Dollars (selling Canadian Dollars)	$	7,482	$	541			1.0909
U.S. Dollars (selling Danish Krona)	$	6,557	$	27			6.0999
U.S. Dollars (selling Euro)	$	511	$	46			1.3272

	Year Ending		Fair Value at			Average Contractual
Foreign Currency	December 31, 2016		December 31, 2014			Exchange Rate
Canadian Dollars	$	15,085	$	(743	)		1.1180

~~ITEM~~
Item 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company