SecProbe.io

Mail Stop 4631

April 28, 2017

Via E -mail
Ms. Jenny L. Apker
Chief Financial  Officer
Babcock & Wilcox Enterprises, Inc.
13024 Ballantyne Corporate Place
Suite 700
Charlotte, North Carolina 28277

Re: Babcock & Wilcox Enterprises, Inc.
 Form 10-K for the Year Ended December 31, 2016
Filed February 28, 2017
File No. 1 -36876

Dear Ms. Apker :

We have limited our review of your filing to the financial statements and related
disclosures and 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 reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for the Year Ended December  31, 2016

Management’s Discussion and Analysis

Restructuring, page 38

1. We note that you incurred significant restructuring charges during each of the three years
ended December 31, 2016.  In this regard, please expand your disclosures to quantify the
anticipated future cost savings of your restructuring activities at the cons olidated and
reportable segment levels along with the timing of the future cost savings.  With respect
to prior year  restructuring activities, please disclose if the anticipated cost savings were
realized.  If actual savings have not been achieved as expec ted or are achieved in periods

Ms. Jenny L. Apker
Babcock & Wilcox Enterprises, Inc.
April 28, 2017
Page 2

 other than as expected, please disclose the reasons and estimated effects on your
operating results and liquidity.  Refer to SAB Topic 5:P.4.

Liquidity and Capital Resources, page 40

2. Please expand your disclosures to bette r address how you determined that your current
sources of cash will be sufficient to meet your cash requirements over the next 12 months
in light of the following:
 Your cash and cash equivalents decreased from $365.2 million at December 31, 2015
to $95.9 million at December 31, 2016 and correspondingly your working capital
decreased from $416.8 million at December 31, 2015 to $160 million at December
31, 2016;
 Approximately 98% of your unrestricted cash and cash equivalents is held outside of
the United St ates and is generally not available to fund your United States operations
unless the funds are repatriated which could have tax implications;
 Your net cash generated from operating activities decreased significantly from $170.4
million during the year ende d December 31, 2015 to $2.3 million during t he year
ended December 31, 2016;
 You had $228.8 million available borrowing capacity under your credit agreement at
December 31, 2016 compared to $373 million at December 31, 2015 ; and
 In your discussion of liqu idity in the Form 8 -K filed on February 28, 2017, you note
that you expect to use a significant amount of cash during 2017.
Refer to Item 303(a)(1) and (2) of Regulation S -K.

3. We note that you amended your credit agreement in February 2017  to among othe r things
provide relief from various financial covenants.  In this regard, please disclose the actual
ratios/amounts as of each reporting date for any material debt covenants.  See Sections
I.D and IV.C of the SEC Interpretive Release No. 33 -8350.

Critical Accounting Policies and Estimates, page 44

Contracts and Revenue Recognition, page 44

4. You expect changes in estimates related to all of your renewable energy projects to
negatively affect your 2017 results of operations by $27.9 million.  Please help  us better
understand the nature of these expected  changes and correspondingly why the impact of
these expected changes in estimates would not already be reflected in your current results
pursuant to ASC 605 -35.

Goodwill and Long -Lived Asset Impairment,  page 47

5. We note that you changed your three reportable segments beginning in the third quarter
of 2016.  Please disclose the impact of this change on your determination of reporting
units for purposes of  goodwill impairment testing pursuant to ASC 350 -20.

Ms. Jenny L. Apker
Babcock & Wilcox Enterprises, Inc.
April 28, 2017
Page 3

 6. We note that the Renewable segment’s fourth quarter results caused you to evaluate
whether goodwill was impaired .  You determined that the fair value of this  reporting unit
significantly exceeded its carrying value.  Please help us better understand ho w you made
this determination.  Specifically please address your consideration of the $141.1 millio n
in losses from changes in estimated revenues and costs to complete recorded in 2016 as
well as your expectation that all of the renewable energy projects c hanges in estimates
will negatively affect your 2017 results of operations by $27.9 million.

Note 6 – Contracts and Revenue Recognition, page 70

7. Of the $149.2  million decrease  in estimates  of percentage -of-completion contracts in
2016 , it appears tha t $141.1 million is associated with the renewable energy contracts in
Europe .  Please tell us the specific facts and circumstances , including the related timing
that caused the se changes  in estimates in regards to your renewable energy contracts  in
Europe .  Please address each significant contract separately.  We note that you also had
$42.4 million in increases in estimates of percentage -of-completion contracts in 2016.
Please expand your disclosures to also discuss these increases with specific identific ation
of any significant individual contracts .

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

If you have any questions regarding these comments, please direct them to Nudrat Salik,
Staff Accountant, at (202) 551 -3692 or, in her absence, me at (202) 551 -3854 .

 Sincerely,

/s/ Melissa N. Rocha

Melissa N. Rocha
      Senior Assistant Chief Accountant
Office of Manufacturing and Construction