SecProbe.io

May 14 , 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.
 Amendment No. 2 to Form  10-12B
Filed May 6 , 2015
File No. 001 -36876

Dear Mr. Ferland :

We have reviewed your amended filing an d have the following comment.

Note 5 – Income Taxes, page F -22

1. We note your response to comment 5 in our letter dated April 29, 2015.  Please help us
better understand how you determined that the $3.3 million tax benefit recorded in 2014
related to larger manufacturing deductions being taken on prior years’ amended ta x
returns was due to a change in estimates pursuant to ASC 250.  It is not clear what led to
you taking a different position on your amended tax returns, including if it was due to
additional information becoming available, additional analysis of the same information,
or a change in methodology.  Please advise.  Please specifically address the following in
your response:
 Please tell us whether the positions taken on your original returns related to your
domesti c production gross receipts are still considered to be supportable and proper
also;
 Please help us understand what led to the engagement of the ext ernal accoun ting firm
to perform a review of positions related to certain cost allocations and dom estic
produ ction activities ded uctions;
 You state that the con clusions were the result of sign ificant additional analysis.
Please clarify whether additional information became known during this additional
analysis and what considera tion you gave as to whether this  information sh ould have
been known previously; and
 Your response indicates that the analysis resulted in changes to the methodolo gy for
allocating costs to domestic prod uction acti vities , the adoption of  safe harbor
provisions related to prior period compen sation costs , and changing from specific to
simplified allocations.  Please help us better understand the nature of each of these
items.  Please also tell us whether each of these contributed to the larger

E. James Ferland
Babcock & Wilcox Enterprises, Inc.
May 14 , 2015
Page 2

 manufacturing deductions being taken and correspon dingly the extent to which they
contributed.

You may contact Nudrat Salik, Staff Accountant  at (202) 551 -3692  or Al Pavot, Staff
Accountant at (202) 551 -3738  if you have questions regarding comments on the financial
statements and re lated matters.  Plea se contact Kamyar Daneshvar, Staff Attorney  at (202) 551 -
3787  or Craig Slivka, Special Counsel at (202) 551 -3729  with any other questions.

Sincerely,

 /s/ Craig S livka, for

 Pamela Long
Assistant Director

cc: Charles T. Haag ( via e -mail)
 Jones Day