SecProbe.io

October 2, 2019
Louis Salamone
Executive Vice President and Chief Financial Officer
Babcock & Wilcox Enterprises, Inc.
20 South Van Buren Ave
Barberton, OH 44203
Re:Babcock & Wilcox Enterprises, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2018
Filed April 2, 2019
File No. 1-36876
Dear Mr. Salamone:
            We have reviewed your filing and have the following comment.  We may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2018
Note 3 - Earnings per Share, page 80
1.Your response to comment 1 in our letter dated September 9, 2019 indicates that
"...retrospective accounting for the bonus element in the periods prior to the Rights
Offering would not be meaningful to users of the financial statements as all historical
periods had losses per share and the impact of the bonus element would be anti-dilutive”.
Please provide us with your sufficiently detailed SAB 99 materiality analysis that supports
your determination that the misstatements related to your basic and diluted (loss) earnings
per share were not quantitatively or qualitatively material to any prior periods, including
the 2018 interim periods included in your 2019 Form 10-Q's.   Ensure your analysis
considers whether the 2019 Rights Offering further impacts your assessment of
materiality.    Additionally,  as presented in Appendix A, please provide us your
calculation for the 128,617 adjusted shares used in the computation of earnings per
share for 2018.

 FirstName LastNameLouis Salamone
 Comapany NameBabcock & Wilcox Enterprises, Inc.
 October 2, 2019 Page 2
 FirstName LastName
Louis Salamone
Babcock & Wilcox Enterprises, Inc.
October 2, 2019
Page 2
            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.
            You may contact Jenn Do at (202) 551-3743 or Jeanne Baker at (202) 551-3691 if you
have any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing