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September 23, 2019

CORRESPONDENCE VIA EDGAR

Ms. Jeanne Baker

Assistant Chief Accountant

Office of Manufacturing and Construction

U.S. Securities and Exchange Commission

100 F. Street, N.E.

Washington D.C. 20549-7010

Re:    Babcock & Wilcox Enterprises, Inc.

Comment Letter dated September 9, 2019

Form 10-K for Fiscal Year Ended December 31, 2018

Filed April 2, 2019

Response Dated September 23, 2019

File No. 001-36876

Dear Ms. Baker:

This letter is Babcock & Wilcox Enterprises, Inc.'s ("we," "us," "B&W" or the "Company") response to the Staff's September 9, 2019 comment letter based on the Staff's review of the Company's Form 10-K for the year ended December 31, 2018 (the "Form 10-K").  For your convenience, each of the Staff's comments has been reprinted below in bold, followed by our responses.

Form 10-K for Fiscal Year Ended December 31, 2018

Note 3 -- Earnings per Share, page 80

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 Your disclosure in Note 22 indicates that your 2018 Rights Offering, as amended, entitled

the holders of your common stock the right to purchase 2.8 common shares at a price of

$2.00 per share. Please address how you determined that this rights issue did not contain

a bonus element that should be accounted for in accordance with ASC 260-10-55-13 and

55-14. In this regard, the purchase price appears to be less than the fair value of your

common shares on April 30, 2018, the issuance date.

Response

On March 19, 2018, the Company commenced the 2018 Rights Offering (the “Rights Offering”) which entitled each common shareholder the right to purchase 1.4 common shares for each common share held for $3.00 per share. The Rights Offering proceeds were expected to be used to pay down debt and for operating purposes. The Rights Offering was scheduled to expire on April 10, 2018. Also, on April 10, 2018, the Company announced, in a press release, it had preliminarily identified approximately $51 million of additional estimated costs to complete its Vølund loss contracts and that the Rights Offering was being amended.  The Rights Offering amendments included the following: (i) each common shareholder was entitled to purchase 2.8 common shares for each held right for $2.00 per share, and (ii) the Rights Offering expiration was extended to April 30, 2018. During the second quarter of 2018, the Company completed the Rights Offering on April 30, 2018 in which 124.3 million of additional common shares were issued and approximately $247 million of aggregate gross proceeds were generated. Common shares outstanding immediately prior to the Rights Offering totaled approximately 44 million and increased to approximately 168 million after the Rights Offering was completed.

The Company’s common per share price was in a steady state of decline from the Rights Offering date of record of March 16, 2018 until the date after the Company filed its second quarter Form 10-Q on August 9, 2018 declining

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from $4.45 per common share to $1.41 per common share, respectively. On March 16, 2018, the Company’s share price closed at $4.45 per common share, the date of record for the Rights Offering. On March 19, 2018, the date the Rights Offering was announced, the Company’s share price closed at $4.21 per common share. On April 10, 2018, the date Company announced it had extended the expiration date of the Rights Offering, the Company’s share price closed at $3.76 per common share. On April 30, 2018, the date the Rights Offering expired, the Company’s share price closed at $2.28 per common share.  On August 10, 2018, the date immediately after the Company filed its second quarter Form 10-Q on August 9, 2018, the Company’s share price closed at $1.41 per common share.

The Company acknowledges that on April 30, 2018, the date the Rights Offering expired, the Company’s share price closed at $2.28 per common share exceeding the Right Offering exercise price of $2.00 per common share by $0.28 per common share, thus, indicating a bonus element existed pursuant to ASC 260-10-55-13 and 55-14.

In accordance with ASC 260-10-55-14, “The number of common shares used in computing basic and diluted EPS for all periods prior to the rights issue shall be the number of common shares outstanding immediately prior to the issue multiplied by the following factor: (fair value per share immediately prior to the exercise of the rights)/(theoretical ex-rights fair value per share). Theoretical ex-rights fair value per share shall be computed by adding the aggregate fair value of the shares immediately prior to the exercise of the rights to the proceeds expected from the exercise of the rights and dividing by the number of shares outstanding after the exercise of the rights. Example 5 (see paragraph 260-10-55-60) illustrates that provision. If the rights themselves are to be publicly traded separately from the shares prior to the exercise date, fair value for the purposes of this computation shall be established at the close of the last day on which the shares are traded together with the rights.” Expressed visually, the theoretical ex-rights fair value per share and the adjustment factor resulting from the bonus element in the Rights Offering would be as follows:

(a)

 The equation for computing the theoretical ex-rights fair value per share is:

 Aggregate fair value of shares prior to exercise of rights + Proceeds from exercise of rights

 Total share outstanding after exercise of rights

(b)

 The equation for computing the adjustment factor is:

 Fair value per share immediately prior to exercise of rights

 Theoretical ex-rights fair value per share

The actual Company calculations for the theoretical ex-rights fair value per share and the subsequent adjustment factor as follows:

 FV of Shares

 Proceeds from exercise

 Ex-rights fair

value per share

(a)

 101,188,917

 +

 248,512,560

Total Shares Outstanding

 168,637,384

 =

 $2.07

Share value on 4/30/2018

 $2.28

 Adjustment factor

Ex-rights fair value per share

 $2.07

 =

 1.0995

On the attached Appendix A, the impact on the 2018 Form 10-K of the bonus element in the Rights Offering applied retrospectively to 2017 and 2016 is presented. The impact of the bonus element also applies to the shares in the

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beginning of 2018 prior to the Rights Offering and therefore the change to weighted average shares and net loss per share is also presented.

The Company concluded based on the quantitative and qualitative factors 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. The quantitative magnitude of losses per share in the prior periods, before and after consideration of the bonus element, are very large compared to the current period share prices throughout the period. The Company recognized material losses in the prior periods. Per the attached Appendix A, the Company reported net losses of $379,824 thousand and $115,649 thousand for the years ended December 31, 2017 and 2016 respectively. The misstatement does not mask a change in earnings or other trends. The adjustment does not change any period from earnings to a loss or a loss to earnings. In addition, losses per common share do not impact the Company’s debt covenants, have not been a recent metric used by our analysts due to our history of losses and do not affect entity-specific trends or performance metrics that may influence investment decisions. For instance, a loss of $379,824 thousand was reported for the year ended December 31, 2017. Retrospectively adjusting the loss per share in 2017 would decrease the loss from $8.09 or 3.5X the common share price of $2.28 on April 30, 2018 to $7.36 or 3.2X the common share price. Also, the Company has traditionally provided a full year outlook for the upcoming year within the subsequent year’s fourth quarter press release. The impact of the bonus element did not affect meeting guidance as actual results did not meet previously provided guidance. Based on ASC 260-10-55-13 and 55-14 and the timing of completion of the Rights Offering, changes to earnings per share could only be made after the Rights Offering closed and, therefore, would not have been relied upon by investors who participated.

For the previous Form 10-Q filings in 2018 and 2019, prior year losses per share would have been impacted as a result of the Rights Offering’s bonus element, however, the adjustments would indicate similar results as Appendix A.

Note 6 -- Segment Reporting, page 86

2.

 Although you disclose that you changed your primary measure of segment profitability

from gross profit to adjusted EBITDA, we note that you continue to present segment gross

profit. If your CODM also uses this measure in assessing segment performance and

deciding how to allocate resources, the reported measure should be that which

management believes is determined in accordance with the measurement principles most

consistent with those used in measuring the corresponding amounts in your consolidated

financial statements. Please refer to ASC 280-10-50-28 and advise. Additional segment

profit or loss measures may be presented outside of your financial statements and

footnotes as non-GAAP measures if they comply with Regulation G and Item 10(e) of

Regulation S-K.

Response

The Company acknowledges the Staff’s comment.  As disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, the Company’s primary measure of segment profitability is adjusted EBITDA. The Company’s CODM regularly evaluates segment profitability by adjusted EBITDA when assessing segment performance and deciding how to allocate resources between segments.  Consistent with ASC 280-10-50-28, the Company will disclose only segment-level adjusted EBITDA as the Company’s segment profitability metric in future filings commencing with the third quarter 2019 Form 10-Q.

Because adjusted EBITDA is regularly used by the Company’s CODM and by investors in assessing the performance of the Company and its segments, the Company intends to disclose segment-level gross profit as well outside of the Company’s financial statements and footnotes in a manner compliant with Regulation G and Item 10(e) of Regulation S-K.  The Company will continue to present gross profit in order to provide additional information to the reader and to facilitate the management and discussion narrative analysis of the segments’ results.

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On the attached Appendix B, the impact on the 2018 Form 10-K’s Note 6 - Segment Reporting is presented as adjusted to exclude reporting of segments’ gross profit.

We appreciate your feedback on our financial reporting. Should you have any questions about our responses, please contact me at lsalamone@babcock.com.

Sincerely,

/s/ Louis Salamone

Louis Salamone

Executive Vice President, Chief Financial Officer and Chief Accounting Officer

Babcock & Wilcox Enterprises, Inc.

cc:

 Jenn Do, Staff Accountant, SEC Division of Corporation Finance

Robert McKinney, Senior Vice President, General Counsel and Corporate Secretary, Babcock & Wilcox Enterprises, Inc.

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Appendix A

Form 10-K 2018 Adjusted

BABCOCK & WILCOX ENTERPRISES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

 Year Ended December 31,

(in thousands, except per share amounts)

 2018

 2017

 2016

Revenues

 $

 1,062,388

 $

 1,341,429

 $

 1,420,941

Costs and expenses:

Cost of operations

 1,192,032

 1,317,211

 1,282,675

Selling, general and administrative expenses

 223,331

 221,145

 217,084

Goodwill and other intangible asset impairment

 40,046

 86,903

 —

Restructuring activities and spin-off transaction costs

 16,758

 15,039

 38,813

Research and development costs

 3,780

 7,614

 8,849

Loss (gain) on asset disposals, net

 1,438

 13

 (25

 )

Total costs and expenses

 1,477,385

 1,647,925

 1,547,396

Equity in income and impairment of investees

 (11,603

 )

 (9,867

 )

 16,440

Operating loss

 (426,600

 )

 (316,363

 )

 (110,015

 )

Other income (expense):

Interest income

 244

 507

 802

Interest expense

 (49,613

 )

 (25,933

 )

 (3,702

 )

Gain on sale of business

 39,815

 —

 —

Loss on debt extinguishment

 (49,241

 )

 —

 —

Benefit plans, net

 (42,123

 )

 29,688

 (4,152

 )

Foreign exchange

 (28,542

 )

 (4,751

 )

 (1,944

 )

Other - net

 259

 (698

 )

 (616

 )

Total other income (expense)

 (129,201

 )

 (1,187

 )

 (9,612

 )

Loss before income tax expense

 (555,801

 )

 (317,550

 )

 (119,627

 )

Income tax expense

 102,224

 63,709

 2,706

Loss from continuing operations

 (658,025

 )

 (381,259

 )

 (122,333

 )

(Loss) income from discontinued operations, net of tax

 (66,832

 )

 2,244

 7,251

Net loss

 (724,857

 )

 (379,015

 )

 (115,082

 )

Net income attributable to noncontrolling interest

 (435

 )

 (809

 )

 (567

 )

Net loss attributable to stockholders

 (725,292

 )

 (379,824

 )

 (115,649

 )

Basic and diluted loss per share - continuing operations

 $      (5.12) (5.18)

 $      (7.40) (8.14)

 $      (2.23) (2.45)

Basic and diluted (loss) earnings per share - discontinued operations

 (0.52

 )

   0.04   0.05

 0.13    0.14

Basic and diluted loss per share

 $      (5.64) (5.70)

 $      (7.36) (8.09)

 $      (2.10) (2.31)

Shares used in the computation of earnings per share:

Basic and diluted

 128,617 127,158

 51,605 46,935

  55,116 50,129

See accompanying notes to Consolidated Financial Statements.

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NOTE 3 - EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per share of our common stock, net of noncontrolling interest:

 Year Ended December 31,

(in thousands, except per share amounts)

 2018

 2017

 2016

Loss from continuing operations

 $

 (658,460

 )

 $

 (382,068

 )

 $

 (122,900

 )

Income (loss) from discontinued operations, net of tax

 (66,832

 )

 2,244

 7,251

Net loss attributable to shareholders

 $

 (725,292

 )

 $

 (379,824

 )

 $

 (115,649

 )

Weighted average shares used to calculate basic and diluted earnings per share

 128,617 127,158

 51,605 46,935

 55,116 50,129

Basic and diluted loss per share - continuing operations

 $      (5.12) (5.18)

 $      (7.40) (8.14)

 $      (2.23) (2.45)

Basic and diluted earnings (loss) per share - discontinued operations

 (0.52

 )

 0.04    0.05

 0.13    0.14

Basic and diluted loss per share

 $      (5.64) (5.70)

 $      (7.36) (8.09)

 $      (2.10) (2.31)

Because we incurred a net loss in the years ended December 31, 2018, 2017 and 2016, basic and diluted shares are the same. If we had net income in the years ended December 31, 2018, 2017, and 2016, diluted shares would include an additional 0.7 0.8 million, 0.4 0.5 million and 0.5 million shares, respectively.

We excluded 2.9 million, 2.0 million and 3.4 million shares related to stock options from the diluted share calculation for the years ended December 31, 2018, 2017 and 2016, respectively, because their effect would have been anti-dilutive.

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Appendix B

Form 10-K 2018 Adjusted

NOTE 6 - SEGMENT REPORTING

Our operations are assessed based on three reportable segments which are summarized as follows:

•

 Babcock & Wilcox segment: focused on the supply of and aftermarket services for steam-generating, environmental and auxiliary equipment for power generation and other industrial applications. This segment was formerly named the Power segment.

•

 Vølund & Other Renewable segment: focused on the supply of steam-generating systems, environmental and auxiliary equipment and operations and maintenance services for the waste-to-energy and biomass power generation industries. This segment was formerly named the Renewable segment.

•

 SPIG segment: focused on the supply of custom-engineered cooling sys