SecProbe.io

April 10, 2015

Via E -mail
E. James Ferland
President and Chief Executive Officer
Babcock & Wilcox Enterprises, Inc.
13024 Ballantyne Corporate Place, Suite 700
Charlotte, North Carolina  28277

Re: Babcock & Wilcox Enterprises, Inc.
 Form 10 -12B
Filed March 16, 2015
File No. 001 -36876

Dear Mr. Ferland :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After revi ewing your response and any amendment you may file in response to these
comments , we may have  additional comments.

General

1. Please note that in accordance with Section 12(d) of the Exchange Act, this Form 10
registration statement filed pursuant to Section 12(b) of the Exchange Act will become
effective 30 days after the Commission receives certification from the NYSE that the
company’s listing application has been approved.

2. We note that you intend to file by amendment certain exhibits, including the company’s
organizational documents and the material agreements related to the spin -off.  We may
have comments on these exhibits after they are filed.  In addition, please tell us whether
you intend to file these exhibits in final form prior t o the effectiveness of the registration
statement.  In this regard, we note that with few exceptions, these exhibits have been
listed in the “Form of.”

3. We note that you intend to provide significant additional information in an amendment to
the registrati on statement on Form 10, including Security Ownership of Certain

E. James Ferland
Babcock & Wilcox Enterprises, Inc.
April 10, 2015
Page 2

 Beneficial Owners and Management, information regarding composition of certain board
committees and Description of Capital Stock.  To the extent practicable, please include
this information i n the next amendment to the registration statement on Form 10.

Exhibit 99.1 Information Statement

General

4. We note that certain terms of the spin -off transaction are not known at this time and that
the information statement contains many blank spaces.  P lease complete the blank
portions of the information statement with your next amendment, or as soon as
practicable.  We may have further comment.

Questions and Answers About the Spin -Off, page 1

How will fractional shares be treated in the spin -off?, pag e 2
Treatment of Fractional Shares, page 35

5. Please advise as to whether the distribution agent, in its sole discretion, will determine
when, how, and through which broker -dealers and at what price to sell the aggregated
fractional shares.  Please also con firm that the distribution agent and the broker -dealers it
uses are not affiliates of the company or Babcock & Wilcox Company.

What are the U.S. federal income tax consequences . . .?, page 2
Material U.S. Federal Income Tax Consequences of the Spin -Off, page 38

6. Please tell us whether you expect to receive the tax opinion prior to the effectiveness of
the registration statement.  If not, please advise how you intend to notify your
shareholders regarding this material aspect of the spin -off distribution, a nd whether the
Board has any current intention to waive the tax opinion as a condition to the spin -off.

7. Whether the disclosure in the registration statement serves as the tax opinion or whether
you intend to file a “long -form”  tax opinion as exhibit 8, th e opinion must be stated
clearly, unequivocally, and be consistent with the exhibit.  To this end, please remove the
disclosure in the first paragraph on page 39 that you will receive an “opinion from
counsel substantially to the effect that” and the langu age in the sentence above the bullets
on page 39 that “assuming the spin -off and such related transactions meet t he condition
described above.”  The conclusions in these sections should be expressed clearly as the
opinion of counsel.

8. If this section serves as a tax opinion, please remove the disclosure that this section is for
general information only.

E. James Ferland
Babcock & Wilcox Enterprises, Inc.
April 10, 2015
Page 3

 What are the conditions to the spin -off?, page 3

9. Please revise to briefly state here, with more detail later in the document, any known
potential ci rcumstances under which the distribution would be abandoned.

Will New B&W incur any debt prior to or at the time of the spin -off?, page 3

10. We note that the company intends to enter into a new revolving credit facility prior to or
at the time of the spin -off.  Please file such agreement as an exhibit to the registration
statement on Form 10.

Risk Factors, page 13

We conduct a portion of our operations through joint venture entities, over which we may have
limited ability to influence, page 20

11. Please disc lose the percentage of your business conducted in this fashion.

Our international operations are subject to political, economic and other uncertainties not
generally encountered in our domestic operations, page 22

12. Please disclose the percentage of your revenue derived from international operations.

We will be subject to continuing contingent liabilities of the Company following the spin -off,
page 25

13. Other than the tax matters described, please discuss the other s ignificant areas in which
you may become liable for the obligations of Babcock  & Wilcox Company .

The Spin -Off, page 32

General, page 32

14. Please disclose how you calculated and determined the distribution amount.

Reasons for the Spin -Off, page 32

15. Please discuss the background of the spin -off in greater detail, including the material
legal and financial issues that led Babcock & Wilcox Company’s board to approve the
separation of the power generation business from Babcock & Wilcox Company’s
remainin g segments and recommend that the company be spun -off as a stand -alone
public company.

16. Expand your disclosure, if practicable, to quantify the anticipated effect of the loss of
synergies from operating as one company.  We note for instance the potential  for higher

E. James Ferland
Babcock & Wilcox Enterprises, Inc.
April 10, 2015
Page 4

 borrowing costs and loss of joint purchasing power.  Please also expand upon some of the
negative factors listed on page 33 by providing additional context.

Spin-Off Conditions and Terminations, page 38

17. Please describe the progress to date t owards the completion of regulatory review by the
Nuclear Regulatory Commission.

Capitalization, page 4 1

18. Please clearly show in the  notes to the capitalization table how  you computed  each
pro forma amount, including a discussion of  any significant assump tions and
estimates used  to arrive at the amounts.

Management’s Discussion and Analysis , page 45

19. In light of your 17% decrease in revenues from 2013 to 2014, please discuss any known
material trends and uncertainties that will have, or are reasonably likely to have, a
material impact on your revenues or income or result in your liquidity decreasing or
increasing in any material way.  An overview discussion of such known material trends
and uncertainties could assist in evaluating the likelihood that past performance is
indicative of future performance.  For example , to the extent that any  significant p rojects ,
including the completion of any significant projects , are reasonably expected to have a
material impact on either your consolidated or segment results of operations, ple ase
address in your discussion.  In this regard, we note that a portio n of the  33.8% decrease in
the revenues of your Global Power segment is attributable to projects related to
previously enacted environmental rules and regulations near ing completion.  Refer to
Sections 501.01, 501.02 and 501.04  of the SEC’ s Codification of Financi al Reporting
Policies , Item 303 of Regulation S -K, and SEC Release No. 33 -8350 for guidance.

20. Please expand your discussion of gross profit to address the factors that resulted in
significant changes to gross profit as a percentage of revenues.  For exampl e, we note that
gross profit as a percentage of revenues decreased from 31.6% in 2013 to 10.3% in 2014
for the Nuclear Energy segment.

21. Given that the foreign rate differential line item in your income tax rate reconciliation on
page F -24 has been a significant reconciling item, please provide a discussion of any
foreign jurisdictions that materially impact your effective tax rate.  Your d iscussion
related to the jurisdiction should address differences between the statutory and effective
tax rates, volatility in income/(loss) before income tax expense, management’s
expectations for the region, and any other information to help readers bette r understand
the impact of such jurisdiction  on the consolidated effective tax rate.

E. James Ferland
Babcock & Wilcox Enterprises, Inc.
April 10, 2015
Page 5

 22. In regards to your restructuring activities, p lease disclose the anticipated future cost
savings at the consolidated and reportable segment levels, and whether the ac tual results
are in line with the anticipated cost savings.  If the anticipated savings were not achieved
as expected or are achieved in periods other than as expected, please disclose as such, the
reasons for the differences, and the likely effects on fut ure operating results and liquidity.
Please refer to SAB Topic 5:P.4 and ASC 420 -10-50-1 for guidance.

Liquidity and Capital Resources , page 57

23. Following the spin -off, your primary sources of cash will be cash on hand provided from
operating activities and amounts anticipated to be available under your new revolving
credit facility.  Please address your consideration of the fact that you recorded net cash
used rather than provided by operating activities during 2014 and 2013  in making this
determination.  Please also d isclose whether you expect your current sources of cash to
be sufficient to meet your liquidity needs for the next 12 months.  Refer to Item s
303(a)(1) and (2) of Regulation S -K.

24. Given that changes in contracts  in progress and advance billings on contracts appear to be
materially impacting your operating cash flows in a given period and the amount of
contracts in progress as well as accounts receivables has increased from December 31,
2013 to December 31, 2014 t hough there has been a decline in revenues , please expand
your disclosures to address the following:
 quantify the days sales outstanding f or the periods presented and provide an analysis
for significant fluctuations therein;
 address whether you have expe rienced any changes in aging due to customer liquidity
problems, changes in contractual payment/billing terms, or changes in the
frequency/materiality of customer disagreements; and
 address any disagreements with customers that may impact your ability to b ill
unbilled  amounts, or any other known contracts/factors that materially impact the
recoverability of this asset.

Backlog, page 67

25. To the extent material, please disclose the amount of  backlog  related to uncompleted
contracts for which you have recor ded a provision for estimated losses.  Please also
disclose the amount of backlog not reasonably expected to be filled within the current
fiscal year, and seasonal or other material aspects of backlog.  Refer to Item
101(c)(1)(viii) of Regulation S -K.

Governmental Regulations and Environmental Matters, page 70

26. Please supplement your disclosure in this section to clarify whether your operations and
properties are currently in compliance with all relevant permits, licenses and
certifications.

E. James Ferland
Babcock & Wilcox Enterprises, Inc.
April 10, 2015
Page 6

 Description of  Capital Stock, page 123

27. We note that the summary of the material terms of the company’s capital stock is
qualified by reference to the “relevant provisions of Delaware law.”  You may not qualify
disclosure by reference to information outside the informat ion statement.  Refer to rule
12b-23 under the Exchange Act.  Please revise.

Financial Statements

Notes to the Financial Statements

Note 1.  Basis of Presentati on and Significant Accounting Po licies

Basis of Presentation, page F -9

28. Please clearly disclose, if true, that the financial statements provided reflect all of the
costs of doing business related to these operations, including expenses incurred by other
entities on your behalf.  Please specifically disclose the allocation meth od used for each
material type of  cost allocated .  Your disclosures indicate that costs were allocated based
on revenue generated, payroll and fixed assets; however, it is not clear what specific
allocation method was used for each significant cost.  Refer  to SAB Topic 1:B.1.

29. Please address what consideration you gave to SAB Topic 1:B.4 in regards to interest
expense.  In this regard, it appears that long -term debt was used to fund the acquisition of
MEGTEC; however, there is only $3.2 million of long -term debt reflected on your
combined balance sheet.

30. The expenses reflected in the combined statements of operations may not be indicative of
the actual expenses that would have been incurred had B&W PGG been operating as an
independent public company for the periods presented.  Please disclose manageme nt’s
estimates of what the expenses would have been on a stand -alone basis, if practicable.
Please provide this disclosure for each year for which a statement of operations was
required when such basis produced materially different results.  See Question 2 of SAB
Topic 1B.

Contracts and Revenue Recognition , page F -11

31. Please provide the disclosures required by ASC 605 -35-50-6 through 50 -8 related to your
accounting for claims and unapproved change orders.

32. Please disclose your accounting policy related to pre -contract costs.  Refer to ASC 910 -
340-50-1.  In doing so, please disclose whether or not pre -contract costs related to
unsuccessful contract bids are written off in the period you are informed you did not g et

E. James Ferland
Babcock & Wilcox Enterprises, Inc.
April 10, 2015
Page 7

 the specific contract.  If not, please disclose why not and discuss when they are expensed
and your basis for that alternative treatment.

33. In addition to the contract loss recorded related to the Berlin Station project, p lease
disclose the amount of you r accrual for anticipated losses on contracts  as of each balance
sheet date along with the amount(s) included in each balance sheet line item.  Refer to
ASC 605 -35-45-2.

Note 5 – Income Taxes, page F -22

34. Please fu lly explain to us the changes in events and circumstance s during 2014 which
caused the manufacturing deduction  line item in your rate reconciliation to change from a
(.3)% impact to a 7.6% impact on the tax provision .

Note 7 – Pension Plans and Postretirement Benefits, page F -26

35. You present a table on page F -28 which shows the net actuarial loss (gain) amount
broken down by the affected combined statements of operations line items.  Please
further clarify in your disclosure why the total of these amounts would not correspond to
the recognized net actuarial loss (gain) amount presented in the table at the top of F -28
which shows the components of net periodic benefit cost.  For example for 2014, the
recognized net actuarial loss (gain) is $108,854 in the table showing the components  of
net periodic benefit cost and the total of the table showing the components by line item is
$111,101.

Note 10 – Commitments and Contingencies

Investigations and Litigation

Berlin Station, page F -36

36. In regards to the Berlin Station project, yo u have made provisions for Delay Liquidated
Damages called to date against the letters