SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 4, 2025

Cameron Frymyer
Executive Vice President and Chief Financial Officer
Babcock & Wilcox Enterprises, Inc.
1200 East Market Street, Suite 650
Akron, OH 44305

 Re: Babcock & Wilcox Enterprises, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2024
 Filed March 31, 2025
 File No. 001-36876
Dear Cameron Frymyer:

 We have completed our review of your filing. 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.

 Sincerely,

 Division of Corporation
Finance
 Office of Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 May 30, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporate Finance

 Office of Manufacturing

 100 F. Street, N.E.

 Washington, D.C. 20549-7010

 Attn: Andrew Blume

 Kevin Woody

 RE: Babcock & Wilcox Enterprises, Inc.

 Comment Letter dated May 6, 2025

 Form 10-K for the Fiscal Year Ended December
31, 2024

 Filed March 31, 2025

 File No. 001-36876

 Dear Mr. Blume and Mr. Woody,

 We hereby acknowledge receipt of the comment letter dated May 6, 2025
(the "Comment Letter") from the Staff (the "Staff") of the U.S. Securities and Exchange Commission (the "SEC")
regarding the Company's above-referenced Form 10-K for the fiscal year ended December 31, 2025 (the "Form 10-K").

 We submit this letter in response to the Comment Letter. For your convenience,
we have reproduced the text of each of the Staff's comments from the Comment Letter in bold type below, followed by our corresponding
response.

 Form 10-K for the Fiscal Year Ended December 31, 2024

 Management's Discussion and Analysis of Financial Condition and
Results of Operations

 Consolidated Results of Operations, page 37

 1. Please revise your results of operations to ensure that you discuss all material changes in your statements of operations line
items on a consolidated basis. As noted in Item 303(b) of Regulation S-K, MD&A should discuss your business as a whole with segment
information provided as necessary for an understanding of your business.

 Babcock & Wilcox Enterprises, Inc.
 1200 E Market Street | Suite 650
Akron, OH 44316 | USA
Phone: +1 330.753.4511

 www.babcock.com

 Response

 The Company respectfully acknowledges the Staff's comment and
advises the Staff that it will enhance the discussion of all material changes in the statement of operations line items on a consolidated
basis. Further, we will discuss the business as a whole and provide segment information as necessary for an understanding of our business.
The Company will incorporate discussion in the Form 10-Q for the quarter ending June 30, 2025, and future filings in response to the Staff's
comment.

 Non-GAAP Financial Measures, page 39

 2. We note the non-GAAP adjustments for "Product development" and "Letter of credit fees" in your calculation
of Adjusted EBITDA. We further note that product development costs include "expenses that relate to sales, marketing, and other business
development expenses for...products and services still under development and not yet widely available" and letter of credit fees
represent expenses "routinely incurred in the course of executing customer contracts." Considering these costs appear to represent
normal, recurring, cash operating expenses necessary to operate your business, please remove these adjustments from future filings or
tell us why you believe inclusion complies with non-GAAP rules. Refer to Question 100.01 of the Non-GAAP Financial Measures Compliance
and Disclosure Interpretations.

 Response

 The Company acknowledges the Staff's comment and commencing with
the quarter ending June 30, 2025, will remove "Product development" and "Letter of credit fees" adjustments from
the calculation of Adjusted EBITDA for all periods presented.

 Liquidity and Capital Resources

 Cash and Cash Flows, page 46

 3. Please provide a more informative analysis and discussion of changes in operating, investing and
financing cash flows for each period presented. In doing so, explain the underlying reasons and implications of material changes between
periods to provide investors with an understanding of trends and variability in cash flows. Also provide an analysis of any known trends
and uncertainties that will result in or that are reasonably likely to result in a material increase or decrease in your liquidity. Ensure
your discussion and analysis is not merely a recitation of changes evident from the financial statements. Refer to Item 303(a) of Regulation
S-K and Section IV.B of SEC Release No. 33-8350.

 2 | Page

 Response

 The Company respectfully acknowledges the Staff's comment and
advises the Staff that it will provide a more informative analysis and discussion of changes in operating, investing, and financing cash
flows for each period presented. The Company will explain the underlying reasons and implication of material changes between periods to
provide investors with an understanding of trends and variability in cash flows. Additionally, the Company will provide an analysis of
any known trends and uncertainties that will result in or that are reasonably likely to result in a material increase or decrease to the
Company's liquidity. The Company will incorporate analysis and discussion in the Form 10-Q for the quarter ending June 30, 2025,
and revise future filings in response to the Staff's comment.

 Presented below for illustrative purposes is an example of the additional
disclosure the Company intends to include in future filings in the "Liquidity and Capital Resources, Cash and Cash Flows"
section of its MD&A to address the Staff's comment:

 Cash flows used in operating activities include movements
in certain operating assets and liabilities such as accounts receivable trade, net of $(14.3) million in the first quarter of 2025 compared
to $16.8 million in the first quarter of 2024. The period-over-period change in this operating asset is primarily due to the timing of
achievement of project milestone billings and the related collections. In addition, this balance was also impacted by the sale of several
businesses in the second half of 2024 as cash collections totaling $7.5 million on receivables in the first quarter of 2024 for these
businesses did not recur in the first quarter of 2025.

 Critical Accounting Policies and Estimates, page 47

 4. Please enhance your disclosures to provide qualitative and quantitative information necessary to
understand the estimation uncertainty and the impact your critical accounting estimates have had or are reasonably likely to have on your
financial condition and results of operations. In addition, discuss how much each estimate and/or assumption has changed over a relevant
period and the sensitivity of reported amounts to the underlying methods, assumptions and estimates used. The disclosures should supplement,
not duplicate, the description of accounting policies or other disclosures in the notes to the financial statements. Refer to Item 303(b)(3)
of Regulation S-K and SEC Release No. 33-8350.

 Response

 The Company respectfully acknowledges the Staff's comment and
advises the Staff that it will enhance the disclosures to provide qualitative and quantitative information necessary to understand the
estimation uncertainty and the impact on the critical accounting estimates have had or are reasonable likely to have on the financial
condition and results of operations. We will discuss how much each estimate and/or assumption has changed over a relevant period and the
sensitivity of reporting amounts to the underlying methods, assumptions, and estimates used. The Company will reflect these revisions
in our Form 10-K for the year ending December 31, 2025.

 Presented below for illustrative purposes is an example of the additional
disclosure the Company intends on including in future filings in the "Critical Accounting Policies and Uses of Estimates"
section of its MD&A relating to its policies and estimates for accounting for Goodwill and to address the Staff's comment:

 3 | Page

 Goodwill

 Goodwill is generally
recorded as a result of a business combination and represents the excess of purchase price over the fair value of the tangible and identifiable
net assets acquired. We perform impairment testing of goodwill annually on October 1 or if we determine that impairment indicators are
present. In assessing goodwill for impairment, we follow ASC 350, Intangibles – Goodwill and Other, which permits a qualitative
assessment of whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount, including
goodwill. If the qualitative assessment determines that it is not more likely than not that the fair value of a reporting unit is less
than its carrying amount, including goodwill, then no impairment is determined to exist for the reporting unit. However, if the qualitative
assessment determines that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, including
goodwill, or we choose not to perform the qualitative assessment, then we compare the fair value of that reporting unit with its carrying
amount, including goodwill, in a quantitative assessment. If the carrying amount of a reporting unit exceeds its fair value, goodwill
is considered impaired with the impairment loss measured as the excess of the reporting unit's carrying amount, including goodwill,
over its fair value. The estimated fair value of the reporting unit is derived based on valuation techniques we believe market participants
would use for each of the reporting units.

 The annual quantitative assessment was performed using
a combination of the income approach (discounted cash flows), the market approach and the guideline transaction method. The income approach
uses the reporting unit's estimated future cash flows, discounted at the weighted-average cost of capital of a hypothetical third-party
buyer to account for uncertainties within the projections. The income approach uses assumptions based on the reporting unit's estimated
revenue growth, operating margin, and working capital turnover. The market approach estimates fair value by applying cash flow multiples
to the reporting unit's operating performance. The multiples are derived from comparable publicly traded companies with similar
characteristics to the reporting unit. The guideline transaction method estimates fair value by applying recent observed transaction multiples
from transactions involving companies with similar characteristics to the reporting unit's business. The Company completed its annual
goodwill impairment testing for 2024 and determined that the fair value of each reporting unit was substantially in excess of its carrying
value.

 For our 2023 impairment testing we performed quantitative
assessments using the same approaches and methods utilized in the current year. In 2023, the fair value of the reporting units exceeded
their carrying values with the exception of the Solar reporting unit, which resulted in a full impairment of the goodwill associated with
this reporting unit. The underlying assumptions utilized during the prior year's quantitative assessment remain sufficiently similar
in 2024 and in line with our projections. As a result, the underlying assumptions on which the previous fair values are based have not
sufficiently changed from the prior year to suggest a material difference in the 2024 fair value assessments to indicate that it is more
likely than not that the fair values of the reporting units in 2024 are below their carrying amounts.

 4 | Page

 If actual results are not consistent with the Company's
estimates and/or other assumptions change, the Company may be exposed to future impairment charges that could materially and adversely
impact its financial position and results of operations.

 Notes to Consolidated Financial Statements

 Assets and liabilities held for sale and discontinued
operations, page 63

 5. You disclose that when you classify a disposal group as held for sale, you first test "all
assets other than goodwill," then goodwill, and then the disposal group in its entirety. Please tell us how your impairment testing
order complies with ASC 360-10-35-39. In particular, clarify if you test long-lived assets for impairment before or after goodwill.

 Response

 The Company respectfully acknowledges the Staff's comment. Consistent
with ASC 360-10-35-39, assets outside of the scope of ASC 360-10 were first tested for impairment, followed by goodwill in accordance
with ASC 350-20, and then the disposal group in its entirety. To clarify, the Company does not test the reporting unit's long-lived
assets for impairment before goodwill but rather tests the disposal group, inclusive of any long-lived assets, for impairment after goodwill.

 In further response to the Staff's comment, in our Form 10-K
for the year ending December 31, 2025, we will revise the Assets and liabilities held for sale and discontinued operations policy within
Note 2 – Significant Accounting Policies as follows:

 We test for impairment when we classify a disposal group
as held for sale in the following order. First, we evaluate for impairment all assets outside the scope of subtopic ASC 360-10 other
than goodwill. Next, we evaluate goodwill and then the disposal group in its entirety. An impairment charge is recognized when the carrying
value of the disposal group exceeds the estimated fair value, less costs to sell.

 We appreciate the Staff's comments and request that the Staff
contact the undersigned by phone at (330) 814-3057 or by email at cfrymyer@babcock.com with any questions regarding this letter.

 Very truly yours,

 /s/ Cameron Frymyer

 Cameron Frymyer

 Executive Vice President and Chief Financial Officer

 Babcock & Wilcox Enterprises, Inc.

 cc:	John Dziewisz, Executive Vice President, General Counsel
 & Corporate Secretary , Babcock & Wilcox Enterprises, Inc.

 5 | Page

CORRESP
 1
 filename1.htm

 May 14, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Manufacturing

 100 F Street, N.E.

 Washington, D.C. 20549-7010

 Attn:
 Andrew Blume

 Kevin Woody

 RE:
 Babcock & Wilcox Enterprises, Inc.

 Comment Letter dated May 6, 2025

 Form 10-K for the Fiscal Year Ended December 31, 2024

 Filed March 31, 2025

 File No. 001-36876

 Dear Mr. Blume and Mr. Woody,

 Babcock & Wilcox Enterprises, Inc.
(the "Company") confirms receipt of a comment letter from the Staff of the Division of Corporation Finance (the "Staff")
of the Securities and Exchange Commission dated May 6, 2025 relating to the above-referenced filing. As communicated on a call to
Andrew Blume on May 6, 2025, the Company hereby confirms that it intends to provide its response to the Staff's comments on
or before June 4, 2025.

 Please do not hesitate to contact me if you have
any questions concerning the foregoing.

 Yours truly,

 /s/ Cameron Frymyer

 Cameron Frymyer

 Executive Vice President and Chief Financial
 Officer

 Babcock & Wilcox Enterprises, Inc.

 Babcock & Wilcox Enterprises, Inc.

 1200 E Market Street | Suite 650
 www.babcock.com

 Akron, OH 44305 | USA

 Phone: +1 330.753.4511

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 6, 2025

Cameron Frymyer
Executive Vice President and Chief Financial Officer
Babcock & Wilcox Enterprises, Inc.
1200 East Market Street, Suite 650
Akron, OH 44305

 Re: Babcock & Wilcox Enterprises, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2024
 Filed March 31, 2025
 File No. 001-36876
Dear Cameron Frymyer:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Fiscal Year Ended December 31, 2024
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Consolidated Results of Operations, page 37

1. Please revise your results of operations to ensure that you discuss all
material changes
 in your statements of operations line items on a consolidated basis. As
noted in Item
 303(b) of Regulation S-K, MD&A should discuss your business as a whole
with
 segment information provided as necessary for an understanding of your
business.
Non-GAAP Financial Measures, page 39

2. We note the non-GAAP adjustments for "Product development" and "Letter
of credit
 fees" in your calculation of Adjusted EBITDA. We further note that
product
 development costs include "expenses that relate to sales, marketing, and
other
 business development expenses for...products and services still under
development
 and not yet widely available" and letter of credit fees represent
expenses "routinely
 incurred in the course of executing customer contracts." Considering
these
 May 6, 2025
Page 2

 costs appear to represent normal, recurring, cash operating expenses
necessary to
 operate your business, please remove these adjustments from future
filings or tell us
 why you believe inclusion complies with non-GAAP rules. Refer to
Question 100.01
 of the Non-GAAP Financial Measures Compliance and Disclosure
Interpretations.
Liquidity and Capital Resources
Cash and Cash Flows, page 46

3. Please provide a more informative analysis and discussion of changes in
operating,
 investing and financing cash flows for each period presented. In doing
so, explain the
 underlying reasons and implications of material changes between periods
to provide
 investors with an understanding of trends and variability in cash flows.
Also provide
 an analysis of any known trends and uncertainties that will result in or
that are
 reasonably likely to result in a material increase or decrease in your
liquidity. Ensure
 your discussion and analysis is not merely a recitation of changes
evident from the
 financial statements. Refer to Item 303(a) of Regulation S-K and Section
IV.B of SEC
 Release No. 33-8350.
Critical Accounting Policies and Estimates, page 47

4. Please enhance your disclosures to provide qualitative and quantitative
information
 necessary to understand the estimation uncertainty and the impact your
critical
 accounting estimates have had or are reasonably likely to have on your
financial
 condition and results of operations. In addition, discuss how much each
estimate
 and/or assumption has changed over a relevant period and the sensitivity
of reported
 amounts to the underlying methods, assumptions and estimates used. The
disclosures
 should supplement, not duplicate, the description of accounting policies
or other
 disclosures in the notes to the financial statements. Refer to
 Item 303(b)(3) of Regulation S-K and SEC Release No. 33-8350.
Notes to Consolidated Financial Statements
Assets and liabilities held for sale and discontinued operations, page 63

5. You disclose that when you classify a disposal group as held for sale,
you first test "all
 assets other than goodwill," then goodwill, and then the disposal group
in its entirety.
 Please tell us how your impairment testing order complies with ASC
360-10-35-39. In
 particular, clarify if you test long-lived assets for impairment before
or after
 goodwill.
 In closing, 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.
 May 6, 2025
Page 3

 Please contact Andrew Blume at 202-551-3254 or Kevin Woody at
202-551-3629
with any questions.

 Sincerely,

 Division of Corporation
Finance
 Office of Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 April 4, 2025

 VIA EDGAR

 Eranga Dias

 Office of Manufacturing

 Division of Corporation Finance

 United States Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 RE:
 Babcock & Wilcox Enterprises, Inc.
Registration Statement on Form S-3
File No. 333-283368

 Dear Eranga Dias:

 Pursuant to Rule 461 promulgated
under the Securities Act of 1933, as amended, Babcock & Wilcox Enterprises, Inc. (the "Company") hereby respectfully requests
that the effectiveness of the above-referenced Registration Statement be accelerated to 4:00 p.m. Eastern Time on April 8, 2025, or as
soon thereafter as practicable. The Company respectfully requests that you notify C. Brophy Christensen of O'Melveny & Myers
LLP of such effectiveness by telephone at (415) 984-8793.

 If you have any questions
or comments regarding the foregoing, please do not hesitate to contact me at (330) 860-6205 or by email at jjdziewisz@babcock.com.

 Very truly yours,

 /s/ John J. Dziewisz

 John J. Dziewisz

 Executive Vice President, General Counsel and Corporate Secretary

 Babcock & Wilcox Enterprises,
 Inc.

 1200 E Market Street | Suite
 650
 www.babcock.com

 Akron, OH 44305 | USA

 Phone: +1 330.753.4511

November 26, 2024
Kenneth Young
Chief Executive Officer
Babcock & Wilcox Enterprises, Inc.
1200 East Market Street
Akron, Ohio 44305
Re:Babcock & Wilcox Enterprises, Inc.
Registration Statement on Form S-3
Filed November 21, 2024
File No. 333-283368
Dear Kenneth Young:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Eranga Dias at 202-551-8107 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
January 3, 2022
Louis Salamone
Chief Financial Officer
Babcock & Wilcox Enterprises, Inc.
1200 East Market Street , Suite 650
Akron , Ohio 44305
Re:Babcock & Wilcox Enterprises, Inc.
Form 10-K for the Year Ended Ended December 31, 2020
Filed March 8, 2021
File No. 001-36876
Dear Mr. Salamone:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

December 17, 2021

CORRESPONDENCE VIA EDGAR

Mr. Kevin Woody

Branch Chief

Office of Manufacturing

U.S. Securities and Exchange Commission

100 F. Street, N.E.

Washington D.C. 20549-7010

Re: Babcock & Wilcox Enterprises, Inc.

Comment Letter dated November 15, 2021 (received
December 6, 2021)

Form 10-K for Fiscal Year Ended December 31,
2020

Filed March 8, 2021

File No. 001-36876

Dear Mr. Woody:

This letter is Babcock & Wilcox Enterprises, Inc.'s ("we,"
 "us," "B&W" or the "Company") response to the Staff's November 15, 2021 (received December 6,
2021) comment letter based on the Staff's review of the Company's Form 10-K for the year ended December 31, 2020 (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, 2020

Non-GAAP Financial Measures, page 34

1. We note the first sentence in the introductory paragraph for Results of Operations where you disclose that the Adjusted EBITDA
table is consistent with the way your chief operating decision maker reviews the results of your operations and makes strategic decisions
about your business. Following that table, you also present adjusted gross profit as a non-GAAP measure impacting your segment results.
Please clarify to us, which profitability measure management believes is the one determined in accordance with the measurement principles
most consistent with those used in measuring the corresponding amounts in your financial statements and revise your presentations and
reconciliations in all future filings to comply with Question 104.1 of the Division's Non-GAAP Financial Measures Compliance &
Disclosure Interpretations, issued April 4, 2018 and ASC 280-10-50-28 as necessary.

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, 2020, 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.

While management believes that segment-level adjusted gross profit
disclosed outside of the Company’s financial statements and footnotes was presented in a manner compliant with Regulation G and
Item 10(e) of Regulation S-K, the Company will discontinue the presentation of Adjusted Gross Profit from all future filings, press
releases and presentations.

    1

2. We note that you present Adjusted Gross Profit as a non-GAAP
measure and reconcile it to operating loss. As it would appear that gross profit would be the most comparable GAAP measure, please tell
us why management decided to reconcile Adjusted Gross Profit to operating loss. In addition, please tell us why the adjustments made are
appropriate considering Question 100.01 of the SEC Staff's Compliance and Disclosure Interpretations on non-GAAP Financial
Measures.

Response

The Company acknowledges the Staff’s comment. As noted in our
response to Question 1 above, the Company will discontinue the use of Adjusted Gross Profit from all future filings, press releases and
presentations.

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: Effie Simpson, SEC Division of Corporation Finance. Office of Manufacturing

  John Dziewisz, Senior Vice President, General Counsel and
Corporate Secretary, Babcock & Wilcox Enterprises, Inc.

    2

United States securities and exchange commission logo
December 6, 2021
Louis Salamone
Chief Financial Officer
Babcock & Wilcox Enterprises, Inc.
1200 East Market Street , Suite 650
Akron , Ohio 44305
Re:Babcock & Wilcox Enterprises, Inc.
Form 10-K for the Year Ended Ended December 31, 2020
Filed March 8, 2021
File No. 001-36876
Dear Mr. Salamone:
            We issued comments to you on the above captioned filing on November 15, 2021.  As of
the date of this letter, these comments remain outstanding and unresolved.  We expect you to
provide a complete, substantive response to these comments by December 20, 2021.
            If you do not respond, we will, consistent with our obligations under the federal securities
laws, decide how we will seek to resolve material outstanding comments and complete our
review of your filing and your disclosure.  Among other things, we may decide to release
publicly, through the agency's EDGAR system, all correspondence, including this letter, relating
to the review of your filings, consistent with the staff's decision to publicly release comment and
response letters relating to disclosure filings it has reviewed.
            Please contact Effie Simpson at (202) 551-3346 or Kevin Woody, Branch Chief at (202)
551-3629 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

November 18, 2021

VIA EDGAR

Gregory Herbers

Office of Manufacturing

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 RE: Babcock & Wilcox Enterprises, Inc.

Registration Statement on Form S-3

File No. 333-260854

Dear Mr. Herbers:

Pursuant to Rule 461 promulgated
under the Securities Act of 1933, as amended, Babcock & Wilcox Enterprises, Inc. (the “Company”) hereby respectfully requests
that the effectiveness of the above-referenced Registration Statement be accelerated to 4:00 p.m. Eastern Time on November 22, 2021, or
as soon thereafter as practicable. The Company respectfully requests that you notify C. Brophy Christensen of O’Melveny & Myers
LLP of such effectiveness by telephone at (415) 984-8793.

If you have any questions
or comments regarding the foregoing, please do not hesitate to contact me at (330) 860-6205 or by email at jjdziewisz@babcock.com.

    Very truly yours,

    /s/ John J. Dziewisz

    John J. Dziewisz

    Senior Vice President, General Counsel and

    Corporate Secretary

Babcock & Wilcox Enterprises, Inc.

1200 E Market Street  |  Suite 650 www.babcock.com

Akron, OH 44305  |  USA

Phone: +1 330.753.4511

United States securities and exchange commission logo
November 15, 2021
Louis Salamone
Chief Financial Officer
Babcock & Wilcox Enterprises, Inc.
1200 East Market Street , Suite 650
Akron , Ohio 44305
Re:Babcock & Wilcox Enterprises, Inc.
Form 10-K for the Year Ended Ended December 31, 2020
Filed March 8, 2021
File No. 001-36876
Dear Mr. Salamone:
            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 business days by providing the requested
information or advise 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, 2020
Non-GAAP Financial Measures, page 34
1.We note the first sentence in the introductory paragraph for Results of Operations where
you disclose that the Adjusted EBITDA table is consistent with the way your chief
operating decision maker reviews the results of your operations and makes strategic
decisions about your business.  Following that table, you also present adjusted gross profit
as a non-GAAP measure impacting your segment results.  Please clarify to us,
which profitability measure management believes is the one determined in accordance
with the measurement principles most consistent with those used in measuring the
corresponding amounts in your financial statements and revise your presentations and
reconciliations in all future filings to comply with Question 104.1 of the Division's Non-
GAAP Financial Measures Compliance & Disclosure Interpretations, issued April 4, 2018
and ASC 280-10-50-28 as necessary.
2.We note that you present Adjusted Gross Profit as a non-GAAP measure and reconcile it

 FirstName LastNameLouis Salamone
 Comapany NameBabcock & Wilcox Enterprises, Inc.
 November 15, 2021 Page 2
 FirstName LastName
Louis Salamone
Babcock & Wilcox Enterprises, Inc.
November 15, 2021
Page 2
to operating loss.  As it would appear that gross profit would be the most comparable
GAAP measure, please tell us why management decided to reconcile Adjusted Gross
Profit to operating loss.  In addition, please tell us why the adjustments made are
appropriate considering Question 100.01 of the SEC Staff's Compliance and
Disclosure Interpretations on non-GAAP Financial Measures.
            In closing, 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 Effie Simpson at (202) 551-3346 or Kevin Woody, Branch Chief at
(202) 551-3629 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

June 28, 2021

VIA EDGAR

Erin Purnell

Office of Manufacturing

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

RE: Babcock & Wilcox Enterprises, Inc.

Registration Statement on Form S-3

File No. 333-257262

Dear Ms. Purnell:

Pursuant to Rule 461 promulgated
under the Securities Act of 1933, as amended, Babcock & Wilcox Enterprises, Inc. (the “Company”) hereby respectfully requests
that the effectiveness of the above-referenced Registration Statement be accelerated to 4:00 p.m. Eastern Time on June 29, 2021, or as
soon thereafter as practicable. The Company respectfully requests that you notify C. Brophy Christensen of O’Melveny & Myers
LLP of such effectiveness by telephone at (415) 984-8793.

If you have any questions
or comments regarding the foregoing, please do not hesitate to contact me at (330) 860-6205 or by email at jjdziewisz@babcock.com

    Very truly yours,

    /s/ John J. Dziewisz

    John J. Dziewisz

    Sr. Vice President & Corporate Secretary

    Babcock & Wilcox Enterprises, Inc.
    www.babcock.com

1200
E Market Street | Suite 650

Akron, OH 44305 | USA

Phone: +1 330.753.4511

CORRESP
1
filename1.htm

June 28, 2021

VIA EDGAR

Erin Purnell

Office of Manufacturing

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 RE: Babcock & Wilcox Enterprises, Inc.

Registration Statement on Form S-3

File No. 333-257262

Dear Ms. Purnell:

Pursuant to Rule 461 promulgated
under the Securities Act of 1933, as amended, Babcock & Wilcox Enterprises, Inc. (the “Company”) hereby respectfully requests
that the effectiveness of the above-referenced Registration Statement be accelerated to 4:00 p.m. Eastern Time on June 28, 2021, or as
soon thereafter as practicable. The Company respectfully requests that you notify C. Brophy Christensen of O’Melveny & Myers
LLP of such effectiveness by telephone at (415) 984-8793.

If you have any questions or comments regarding
the foregoing, please do not hesitate to contact me at (330) 860-6205 or by email at jjdziewisz@babcock.com

.

    Very truly yours,

    /s/ John J. Dziewisz

    John J. Dziewisz

    Senior Vice President and Corporate Secretary

CORRESP
1
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June 28, 2021

VIA EDGAR

Erin Purnell

Office of Manufacturing

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 RE: Withdrawal of Request for Acceleration

Babcock & Wilcox Enterprises,
Inc.

Registration Statement on Form S-3

File No. 333-257262

Dear Ms. Purnell:

On June 28, 2021, Babcock
 & Wilcox Enterprises, Inc. (the “Company”) submitted correspondence to the staff of the Securities and Exchange Commission
(the “Staff”) to request, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, that the effectiveness
of the above-referenced Registration Statement be accelerated to 4:00 p.m. Eastern Time on June 28, 2021, or as soon thereafter as practicable.
The Company hereby respectfully requests that the Staff withdraw such request.

If you have any questions
or comments regarding the foregoing, please do not hesitate to contact me at (330) 860-6205 or by email at jjdziewisz@babcock.com

    Very truly yours,

    /s/ John J. Dziewisz

    John J. Dziewisz

    Sr. Vice President & Corporate Secretary

Babcock & Wilcox Enterprises, Inc.
www.babcock.com

1200
E Market Street | Suite 650

Akron, OH 44305 | USA

Phone: +1 330.753.4511

United States securities and exchange commission logo
June 25, 2021
Kenneth M. Young
Chief Executive Officer
Babcock & Wilcox Enterprises, Inc.
1200 East Market Street
Akron, Ohio 44305
Re:Babcock & Wilcox Enterprises, Inc.
Registration Statement on Form S-3
Filed June 22, 2021
File No. 333-257262
Dear Mr. Young:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Erin Purnell at 202-551-3454 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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Document

April 28, 2021

VIA EDGAR

Charles Eastman

Office of Manufacturing

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

RE:    Babcock & Wilcox Enterprises, Inc.

Registration Statement on Form S-3

File No. 333-255428

Dear Mr. Eastman:

    Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Babcock & Wilcox Enterprises, Inc. (the “Company”) hereby respectfully requests that the effectiveness of the above-referenced Registration Statement be accelerated to 4:00 p.m. Eastern Time on April 30, 2021, or as soon thereafter as practicable. The Company respectfully requests that you notify C. Brophy Christensen of O’Melveny & Myers LLP of such effectiveness by telephone at (415) 984-8793.

If you have any questions or comments regarding the foregoing, please do not hesitate to contact me at (330) 860-6205 or by email at jjdziewisz@babcock.com.

Very truly yours,

John J. Dziewisz

Sr. Vice President & Corporate Secretary

United States securities and exchange commission logo
April 27, 2021
Kenneth Young
Chief Executive Officer
Babcock & Wilcox Enterprises, Inc.
1200 East Market Street
Akron, Ohio 44305
Re:Babcock & Wilcox Enterprises, Inc.
Registration Statement on Form S-3
Filed April 22, 2021
File No. 333-255428
Dear Mr. Young:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Charles Eastman at (202) 551-3794 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

March 29, 2021

VIA EDGAR

Effie Simpson
Office of Manufacturing

Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

RE: Babcock & Wilcox Enterprises, Inc.
Registration Statement on Form S-3 File No. 333-254032

Dear Ms. Simpson:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended,
Babcock & Wilcox Enterprises, Inc. (the Company) hereby respectfully requests
that the effectiveness of the above-referenced Registration Statement be
accelerated to 4:00 p.m. Eastern Time on March 29, 2021, or as soon
thereafter as practicable. The Company respectfully requests that you notify
C. Brophy Christensen of OMelveny & Myers LLP of such effectiveness by
telephone at (415) 984-8793.

If you have any questions or comments regarding the foregoing, please do not
hesitate to contact me at (330) 860-6205 or by email at jjdziewisz@babcock.com.

Very truly yours,

John J. Dziewisz
Sr. Vice President & Corporate Secretary

---------------------------------
Babcock & Wilcox Enterprises, Inc.
1200 E Market Street, Suite 650
Akron, OH 44305 USA
Phone: +1 330.753.4511
www.babcock.com
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
March 15, 2021
Louis Salamone
Chief Financial Officer
Babcock & Wilcox Enterprises, Inc.
1200 East Market Street
Akron, Ohio 44305
Re:Babcock & Wilcox Enterprises, Inc.
Registration Statement on Form S-3
Filed March 9, 2021
File No. 333-254032
Dear Mr. Salamone:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Effie Simpson at (202) 551-3346 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Brophy Christensen

February 10, 2020
Kenneth M. Young
Chief Executive Officer
Babcock & Wilcox Enterprises, Inc.
1200 East Market Street
Akron, OH 44305
Re:Babcock & Wilcox Enterprises, Inc.
Registration Statement on Form S-3
Filed February 4, 2020
File No. 333-236254
Dear Mr. Young:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Edward M. Kelly, Senior Counsel, at (202) 551-3728 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
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		Document

February 10, 2019

VIA EDGAR AND E-MAIL

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E., Mail Stop 3561

Washington, D.C. 20549

Attention:  Edward M. Kelly

Re:

 Acceleration Request of Babcock & Wilcox Enterprises, Inc.

Registration Statement on Form S-3 (File No. 333-236254)

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Babcock & Wilcox Enterprises, Inc. (the “Company”), hereby requests that the effective date for the Registration Statement referred to above be accelerated so that it will be declared effective at 4:00 p.m. (ET) on Thursday, February 13, 2020, or as soon thereafter as is practicable.  Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, King & Spalding LLP, by calling Zach Cochran at (404) 572-2784.

*    *    *    *

Thank you for your assistance in this matter.

Very truly yours,

 /s/ John J. Dziewisz

John J. Dziewisz

Senior Vice President & Corporate Secretary

cc:    Kenneth M. Young

Louis Salamone

(Babcock & Wilcox Enterprises, Inc.)

William C. Smith, III

Zachary L. Cochran

(King & Spalding LLP)

November 25, 2019
Robert McKinney
Senior Vice President, General Counsel and Corporate Secretary
Babcock & Wilcox Enterprises, Inc.
20 South Van Buren Avenue
Barberton, OH 44203
Re:Babcock & Wilcox Enterprises, Inc.
Registration Statement on Form S-3
Filed November 18, 2019
File No. 333-234754
Dear Mr. McKinney:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Sherry Haywood at (202) 551-3345 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
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		Document

November 25, 2019

VIA EDGAR AND E-MAIL

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E., Mail Stop 3561

Washington, D.C. 20549

Attention:  Sherry Haywood

Re:

 Acceleration Request of Babcock & Wilcox Enterprises, Inc.

Registration Statement on Form S-3 (File No. 333-234754)

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Babcock & Wilcox Enterprises, Inc. (the “Company”), hereby requests that the effective date for the Registration Statement referred to above be accelerated so that it will be declared effective at 4:30 p.m. (ET) on Tuesday, November 26, 2019, or as soon thereafter as is practicable.  Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, King & Spalding LLP, by calling Zach Cochran at (404) 572-2784.

*           *           *           *

Thank you for your assistance in this matter.

Very truly yours,

/s/ Robert P. McKinney

Robert P. McKinney

Senior Vice President, General Counsel & Corporate Secretary

cc:    Louis Salamone

(Babcock & Wilcox Enterprises, Inc.)

William C. Smith, III

Zachary L. Cochran

(King & Spalding LLP)

October 30, 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 completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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		Document

October 16, 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 October 2, 2019

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

Filed April 2, 2019

Response Dated October 16, 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 October 2, 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

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.

Response

The Company acknowledges the Staff’s comment.  As we stated in our response dated September 23, 2019 (emphasis added), “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.” Attachment A includes our SAB 99 materiality analysis that supports our determination that the misstatements related to our basic and diluted (loss) earnings per share were not material to any prior periods.

Although the impact on EPS in 2017 and 2016 was almost 10%, the fact that the impact was anti-dilutive, the fact that the timing of the rights offering precluded any investor from knowing the impact before the decision to invest was made, the fact that there was no impact on trends or covenants, the fact that the Company had missed guidance with or without the change in the EPS denominator, and the fact that there was no impact to internal bonus or

1

compensation amounts, and the absence of any impact to the other qualitative factors contained in Staff Accounting Bulletin Topic 1.M caused management to conclude that the error was not material after considering all quantitative and qualitative elements. Also, “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.”

Appendix B shows the impact of the 2018 Rights Offering bonus element applied retrospectively to the earnings per share amounts for the annual periods ended December 31, 2018, 2017 and 2016 on Form 10-K and for each of the interim periods of 2018 on Form 10-Q and for the 2018 interim periods included in our first and second quarters of 2019 on Form 10-Q.  Appendix B also reflects the impact of the 2019 Rights Offering for the periods ended March 31, 2019 and June 30, 2019 as those Form 10-Qs reflect the bonus element from the 2019 Rights Offering in accordance with ASC 260-10-55-13 and 55-14. For comparability, we have excluded the one-for ten reverse stock split on the Company’s issued and outstanding common stock which became effective on July 24, 2019 for amounts disclosed prior to the second quarter 2019 Form 10-Q.  Also, Appendix B shows the impact on the quarter and year-to-date weighted average shares used in the earnings per share calculations caused by the bonus elements being applied retrospectively for the periods presented.

Lastly, to arrive at the 128,617 adjusted shares used in the computation of earnings per share for 2018, each calendar day’s daily total of outstanding shares from January 1, 2018 through May 1, 2018, the date of the 2018 Rights Offering, was multiplied by the bonus element adjustment factor of 1.0995 (rounded) to arrive at an adjusted daily total of shares outstanding.  These adjusted amounts were added to the daily total of outstanding shares from May 2 through December 31, 2018, which already included the additional shares from the 2018 Rights Offering, to arrive at an adjusted annual daily total that was then divided by 365 days to arrive at the 128,617 adjusted shares used in the computation per share for 2018.

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.

2

Appendix A

Form 10-K 2018 Adjusted

Analysis of B&W’s 2018 10-K EPS adjustments on its consolidated financial statements resulting from the 2018 Rights Offering Bonus Element. Note that all per share values are stated as amounts prior to the reverse stock split unless otherwise noted.

_______________________________________________________________________________________________

The 2018 Rights Offering (the “Rights Offering”) expired April 30, 2018 with an exercise price of $2.00 per common share which was lower than the fair value of $2.28 per common share, which created a bonus element similar in nature to a stock dividend. 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 December 31, 2018 10-K EPS disclosures on the face of the consolidated statement of operations and footnote 3 related to EPS did not include the adjustments required by ASC 260-10-55-13 and 55-14. The bonus element which would have adjusted the number of shares used in determining EPS was not recognized due to the immateriality on EPS based on the qualitative and quantitative evaluation discussed below.

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

3

The impact on the 2018 Form 10-K of the bonus element in the Rights Offering applied retrospectively to 2017 and 2016 is presented below. The impact of the bonus element also applies to the shares in the beginning of 2018 prior to the Rights Offering and therefore the change to weighted average shares and net loss per share is also presented.

2018 (10-K)

 Statement of Operations / Note 3 - Earnings Per Share

 AS REPORTED

 AS REVISED

 2018

 2017

 2016

 2018

 2017

 2016

 Basic and diluted loss per share - continuing operations

 $

 (5.18

 )

 $

 (8.14

 )

 $

 (2.45

 )

 $

 (5.12

 )

 $

 (7.40

 )

 $

 (2.23

 )

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

 (0.52

 )

 0.05

 0.14

 (0.52

 )

 0.04

 0.13

 Basic and diluted loss per share

 $

 (5.70

 )

 $

 (8.09

 )

 $

 (2.31

 )

 $

 (5.64

 )

 $

 (7.36

 )

 $

 (2.10

 )

 Shares used in the computation of earnings per share

 Basic and diluted

 127,158

 46,935

 50,129

 128,617

 51,605

 55,116

We did not record the retrospective adjustment to EPS as a result of the portion of the Rights Offering that reflected a stock dividend as required by ASC 260. In order to evaluate the significance of the error, management evaluated both quantitative and qualitative considerations.

Qualitative Analysis

Our qualitative analysis is as follows:

Qualitative criterion

 Response

whether the misstatement arises from an item capable of precise measurement or whether it arises from an estimate and, if so, the degree of imprecision inherent in the estimate

 The adjustment item is capable of precise measurement. There is no estimation associated with the misstatement.

whether the misstatement masks a change in earnings or other trends

 The misstatement does not mask a change in earnings or other trends. We recognized material losses in the prior periods. The adjustment does not change any period from earnings to a loss or a loss to earnings. Further, by the nature of the calculation, if the bonus element were to be recorded, then the impact is to reduce the loss per share for a stock price that was in regular decline.

Further, all historical periods had losses per share and the impact of the bonus element would be anti-dilutive. In addition, the quantitative magnitude of losses per share in historical periods, before and after consideration of the bonus element, are very large compared to the current period share prices throughout the period. For example, the Rights Offering was recorded in the 2018 second quarter Form 10-Q.  Our common shares were trading at $1.87 at the time of issuance of the 2018 second quarter Form 10-Q (August 9, 2018). A retrospective reduction to the 2017 EPS from $(8.09) per share to $(7.36) per share would not meaningfully impact a holder of common shares trading at $1.87.

In addition, earnings (losses) per common share do not impact our debt covenants, have not been a recent metric used by analysts due to our history of losses and do not affect entity-specific trends or performance metrics that may influence investment decisions.

Further, adjusted EBITDA, gross margin, operating losses and net losses were unaffected by the misstatement and there is no impact to the balance sheet.

As such, the impact of the misstatement only impacts the denominator of the loss per share calculation as there are no changes to the net loss/earnings.

4

Qualitative criterion

 Response

whether the misstatement hides a failure to meet analysts’ consensus expectations for the enterprise

 The misstatement does not hide a failure to meet analysts’ consensus expectations as the Company stopped providing guidance in August 2018.  Further, EPS guidance was not provided for 2018 or 2019.  As such, the error does not hide a failure to meeting expectations. If the error would have been recorded, the adjustment would be anti-dilutive which would decrease the loss per share in 2017 and 2016.

whether the misstatement changes a loss into income or vice versa

 Losses were recorded in the affected period with or without correction of the misstatement. The impact of the errors would be to retrospectively decrease the loss in prior period EPS only. The error does not change a loss into income or vice versa.

whether the misstatement concerns a segment or other portion of the registrant’s business that has been identified as playing a significant role in the registrant’s operations or profitability

 The misstatement would not have affected any particular segment or other portion of the business.

whether the misstatement affects the registrant’s compliance with regulatory requirements

 The existence of the errors has no impact on compliance with regulatory requirements.

whether the misstatement affects the registrant’s compliance with loan covenants or other contractual requirements

 The misstatement does not affect compliance with loan covenants or other contractual requirements in the current period or in the prior periods. The financial covenants of the credit facility are not tied to EPS.

whether the misstatement has the effect of increasing management’s compensation - for example, by satisfying requirements for the award of bonuses or other forms of incentive compensation

 The misstatement does not have any effect on management compensation.

whether the misstatement involves concealment of an unlawful transaction

 The misstatements do not involve concealment of an unlawful transaction.

whether the misstatement affects entity-specific trends and performance metrics (e.g., non-GAAP measurements) that may influence investment decisions

 The misstatement does not affect entity-specific trends and performance metrics that may influence investment decisions, particularly given the impact of the actual losses already recorded.

whether the misstatement affects metrics that do not drive investor conclusions or are not important to investor models

 The misstatement relates to changes to EPS calculations resulting from a bonus element from the Rights Offering that increases the number of basic and diluted shares used determining the EPS per share for all periods presented.  The total EPS per share amounts were all negative before the misstatement and the negative amounts improved approximately 9.95%, the amount of calculated adjustment factor, due to the dilutive share factor increase.

By the time the information would have been reported in a public filing, the Rights Offering was already concluded (April 30, 2018) and the stock price was already trading above the $2.00 exercise price of the Rights Offering. In addition, as documented above, the impact of the error would have been to decrease the loss per share retrospectively for the prior period amounts. Given the material losses reported, the trend line of our stock price continued to decrease, the timing of the closing of the Rights Offering and reporting of the second quarter Form 10-Q whereby the Company’s stock was already below $2.00 per share, and the press release timing on April 10, 2018 indicating at least $51 million more of contract charges on the Volund loss project

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

CORRESP
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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

1.

 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

1

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

2

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.

3

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.

4

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.

5

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.

6

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

September 9, 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 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 business days by providing the requested
information or advise 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 Fiscal Year ended December 31, 2018
Note 3 -- Earnings per Share, page 80
1.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.
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

 FirstName LastNameLouis Salamone
 Comapany NameBabcock & Wilcox Enterprises, Inc.
 September 9, 2019 Page 2
 FirstName LastName
Louis Salamone
Babcock & Wilcox Enterprises, Inc.
September 9, 2019
Page 2
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.
            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 and
Construction

CORRESP
1
filename1.htm

		Document

June 19, 2019

VIA EDGAR AND E-MAIL

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E., Mail Stop 3561

Washington, D.C. 20549

Attention:  Amanda Ravitz

Re:

 Acceleration Request of Babcock & Wilcox Enterprises, Inc.

Registration Statement on Form S-1 (File No. 333-231135)

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Babcock & Wilcox Enterprises, Inc. (the “Company”), hereby requests that the effective date for the Registration Statement referred to above be accelerated so that it will be declared effective at 4:30 p.m. (ET) on Friday, June 21, 2019, or as soon thereafter as is practicable.  Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, King & Spalding LLP, by calling Zach Cochran at (404) 572-2784.

*    *    *    *

Thank you for your assistance in this matter.

Very truly yours,

/s/ J. André Hall

J. André Hall

Senior Vice President, General Counsel & Corporate Secretary

cc:    Edward Kelly

Sergio Chinos

(Securities and Exchange Commission)

Louis Salamone

Daniel W. Hoehn

(Babcock & Wilcox Enterprises, Inc.)

William C. Smith, III

Zachary L. Cochran

(King & Spalding LLP)

May 6, 2019
Kenneth M. Young
Chief Executive Officer
Babcock & Wilcox Enterprises, Inc.
20 South Van Buren Avenue
Barberton, OH 44203
Re:Babcock & Wilcox Enterprises, Inc.
Registration Statement on Form S-1
Filed April 30, 2019
File No. 333-231135
Dear Kenneth M. Young:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Edward M. Kelly, Senior Counsel, at (202) 551-3728 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing and
Construction

February 28, 2019
Louis Salamone
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 Fiscal Year Ended December 31, 2017
Filed March 1, 2018
File No. 001-36876
Dear Mr. Salamone:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Manufacturing and
Construction

CORRESP
1
filename1.htm

		Document

December 11, 2018

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 November 19, 2018

Form 10-K for Fiscal Year Ended December 31, 2017

Filed March 1, 2018

Form 10-Q for Fiscal Quarter Ended September 30, 2018

Filed November 8, 2018

Response Dated September 27, 2018

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 November 19, 2018 comment letter based on the Staff's review of the Company's Form 10-K for the year ended December 31, 2017 (the "Form 10-K"), Form 10-Q for Fiscal Quarter Ended September 30, 2018, our Response Dated September 27, 2018, and our call with the Staff on October 31, 2018. 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, 2017

Note 10 - Provision for Income Taxes, page 85

1.

 Please provide us with an updated comparable tabular analysis for the three years ended December 31, 2017, the year ended December 31, 2017, and the six months ended June 30, 2018, incorporating the items noted during our recent conference call.

Response: Updated tabular analysis for the three years ended December 31, 2017, the year ended December 31, 2017 and the six months ended June 30, 2018 are included in Appendices 1 and 2 to this letter and incorporate the items noted during our recent conference call. We have also included tabular analysis as of September 30, 2018 in Appendix 3.

We exclude businesses retrospectively in these analyses in the period that they are first presented as discontinued operations or the divestiture transaction occurred.  In other words, our analysis as of June 30, 2018 excludes MEGTEC and Universal because they were presented as discontinued operations at June 30, 2018, our analysis as of September 30, 2018 further excludes Palm Beach Resource Recovery Corporation ("PBRRC") and our equity method investment in Thermax Babcock & Wilcox Energy Solutions Private Limited ("TBWES") because they were sold in the third quarter of 2018, and our analysis as of December 31, 2017 includes all of these businesses that were sold in 2018. As a result, we have separately presented the analysis as of each reporting date in the Appendices so that data within each table is comparable.

1

In addition, address the following related to your tabular analysis:

•

 Provide the underlying calculations relating to each component of the interest-related adjustments.  For the six months ended 6/30/18, clarify why the $61.2 million exceeds reported interest expense;

Response: While we prioritize forecasted U.S. adjusted pre-tax income based on three-year historical averages for purposes of analyzing our ability to utilize our net deferred tax assets ("DTAs"), we are providing the components of interest expense for the following periods, including for the six months ended June 30, 2018, to illustrate the interest-related adjustments in our analyses included in the Appendices.

 Nine Months Ended

 Six Months Ended

 Twelve Months Ended

(in millions)

 Sep 30, 2018

 Jun 30, 2018

 Dec 31, 2017

Actual external U.S. interest expense included in "U.S. pre-tax income (loss)"

 $

 35.4

 $

 25.1

 $

 24.9

Actual debt extinguishment loss included in "U.S. pre-tax income (loss)"

 49.2

 49.2

 —

Total actual interest expense included in "U.S. pre-tax income (loss)"

 84.7

 74.3

 24.9

Additional interest for outside borrowings added to be representative of current debt structure(1)

 —

 —

 26.6

Total forecasted interest before deductibility limitations under Section 163(j)(1)

 84.7

 74.3

 51.5

Interest expense disallowed by Section 163(j)(2)

 (78.1

 )

 (69.2

 )

 (36.6

 )

Total interest included in adjusted U.S. historical pre-tax income (i.e., core earnings)

 $

 6.5

 $

 5.1

 $

 14.9

Table may not foot due to rounding.

(1)

 Total interest is generally based on forecasted interest expense as of the date of each analysis, which is based on the current debt agreements and rates in effect, both of which are objective and verifiable. Actual interest in the historical periods is adjusted to be representative of the currently forecasted total interest expense.

(2)

 Refer to the illustrative example below for the individual components of the calculation of the Section 163(j) limitation on interest deductions. Interest expense disallowed for the six months ended June 30, 2018 has been updated in above table and in Appendix 2 from $61.2 million to $69.2 million to correct a clerical error in the Response Dated September 27, 2018.

As illustrated in the table above, total actual interest expense is included in U.S. pre-tax income (loss) in our tabular analyses and includes both the items reported as interest expense in our condensed consolidated financial statements and also the separately presented loss on debt extinguishment of $49.2 million from the second quarter of 2018.  The loss on debt extinguishment relates to the repayment in full of the Second Lien Term Loan Facility on May 4, 2018.  The loss on debt extinguishment is considered to be a repurchase premium that is characterized as interest under Internal Revenue Code ("IRC") Section 1.163-7(c) of the Treasury Regulations, and is therefore also subject to the interest expense limitations under IRC Section 163(j). As a result, the interest expense disallowed represents only a portion of the total interest before the Section 163(j) limitation.

Additional interest for outside borrowings is then added to the analyses as an objective, verifiable adjustment to increase total forecasted interest expense to be more representative of our debt at the time of the analysis.  This higher level of interest reduces our future U.S. taxable income before considering deductibility limitations discussed below. Inclusive of this adjustment, total interest expense before deductibility limitations was $66.8 million, $67.7 million and $51.5 million based on the three-year averages as of September 30, 2018, June 30, 2018 and December 31, 2017, respectively, and $97.5 million, $100.0 million and $51.5 million based on the twelve-month periods ended September 30, 2018, June 30, 2018 and December 31, 2017, respectively. However, our core earnings analysis is not sensitive to changes in assumptions for additional

2

interest for outside borrowings or the inclusion of the debt extinguishment because of the interest deductibility limitations as illustrated in Test Case 2 of the illustrative example below. Test Case 2 illustrates that an increase or decrease in actual or forecasted interest expense does not affect our overall core earnings (or the amount of interest ultimately included in core earnings), unless total interest is less than the amount allowed under the Section 163(j) limitation; see tickmarks I and K of the illustrative example below. Ultimately, our tabular analyses include future annual interest expense after the Section 163(j) limitation of $13.4 million, $16.9 million and $22.4 million based on the three-year averages as of September 30, 2018, June 30, 2018 and December 31, 2017, respectively, and $16.9 million, $9.4 million and $14.9 million based on the twelve-month periods ended September 30, 2018, June 30, 2018 and December 31, 2017, respectively.

•

 Describe to us in greater detail, including illustrative calculations or examples, your assertion that if certain expenses were not added back there would be an approximate 70% offsetting impact to the interest-related adjustments.  Also, address whether the offsetting impact would change or be limited as the amount of excluded expenses increased;

Response: Any changes in adjusted U.S. historical pre-tax income (i.e., core earnings) before the interest deduction limitation would have a 30% offsetting impact in the disallowed interest.  The Tax Cuts and Jobs Act of 2017 included a limitation on the deductibility of interest in IRC Section 163(j). The new provision generally limits the interest deduction on business interest to 30% of the taxpayer's Adjusted Taxable Income before interest. Adjusted taxable income is computed without regard to any: (1) item of income, gain, deduction or loss, which is not allocable to the trade or business; (2) business interest income or expense; (3) any deduction allowed under IRC Section 199A (i.e., the 20% deduction for certain pass-through income); (4) the net operating loss deduction; and (5) depreciation, amortization or depletion for tax years beginning before January 1, 2022, but taking into account depreciation, amortization and depletion thereafter.  In other words, the amount of interest expense that is disallowed under IRC Section 163(j) is directly related to our Adjusted Taxable Income (represented by tickmark G in the illustrative example below), and any change (including any adjustments presented in the Appendices) that decreases Adjusted Taxable Income will, in turn, increase the amount of disallowed interest because of the 30% limitation. This relationship continues as long as there is positive Adjusted Taxable Income (represented by tickmark G in the illustrative example below).

3

The following example illustrates the interest deduction limitation by making changes to a hypothetical base case pre-tax income. Test Case 1 removes (i.e. disallows the add-back of) $25.0 million of nonrecurring items from the base case adjusted U.S. historical pre-tax income before any interest deduction limitation, as represented by tickmark B.  Test Case 2 builds on Test Case 1 by also removing $15.0 million from the base case interest expense, as represented by tickmark C.

ILLUSTRATIVE EXAMPLE

 Base Case

 Test Case 1

 Test Case 2

Adjusted U.S. historical pre-tax income before Section 163(j) limitation (i.e., core earnings)

 A

 $

 20.0

 $

 20.0

 $

 20.0

Hypothetical reversal of nonrecurring items

 B

 (25.0

 )

 (25.0

 )

Hypothetical reversal of a portion of interest expense

 C

 15.0

Test Case adjusted U.S. historical pre-tax income before Section 163(j) limitation

 D = A + B + C

 20.0

 (5.0

 )

 10.0

Interest limitation under Section 163(j)

 J

 23.0

 30.5

 15.5

Adjusted U.S. historical pre-tax income after Section 163(j) limitation

 K = D + J

 $

 43.0

 $

 25.5

 $

 25.5

Effect of reversal on adjusted U.S. historical pre-tax income after Section 153(j) limitation

 L

 $

 (17.5

 )

 $

 (17.5

 )

Percentage of reversed nonrecurring items

 L / B

 70.0

 %

 70.0

 %

Section 163(j) Limitation:

Adjusted U.S. historical pre-tax income

 D

 $

 20.0

 $

 (5.0

 )

 $

 10.0

Interest expense

 E

 50.0

 50.0

 50.0

Hypothetical reversal of a portion of interest expense

 C

 (15.0

 )

Depreciation and Amortization

 F

 20.0

 20.0

 20.0

Adjusted Taxable Income based on adjusted U.S. historical pre-tax income

 G = D + E + F

 90.0

 65.0

 65.0

Section 163(j) interest limitation percentage

 H

 30.0

 %

 30.0

 %

 30.0

 %

Section 163(j) allowable interest limitation

 I = G * H

 $

 27.0

 $

 19.5

 $

 19.5

Total interest expense

 E + C

 $

 50.0

 $

 50.0

 $

 35.0

Section 163(j) allowable interest limitation

 I

 27.0

 19.5

 19.5

Disallowed interest under Section 163(j)

 J = E - I

 $

 23.0

 $

 30.5

 $

 15.5

•

 Regarding the restructuring charges that you assert would permanently reduce fixed costs, address whether you considered the extent to which those fixed costs could have contributed to the generation of pre-tax income or reduction of pre-tax losses for the periods indicated;

Response: Restructuring charges that permanently reduced fixed costs primarily relate to closure, exit or reconfiguration of facilities. These charges include the exit of our only owned coal-fired power plant that was impaired in 2016 and sold in 2017, as well the closure of a foundry and two other manufacturing sites as those activities were either outsourced or consolidated into other manufacturing locations.  These restructuring actions reduced our fixed costs to make our operating costs more variable to adapt to changing sales volumes while maintaining margins in our Power segment. Our owned coal-fired power plant was not a significant contributor of pre-tax income or loss. With respect to the other facility closures, exit or reconfiguration, those

4

business activities are continuing under a different execution model with a more variable cost structure; we did not adjust the historical results beyond these restructuring charges in determining our objective, verifiable forecast of future annual U.S. taxable income because we do not believe that the actions would have affected revenue.

•

 Identify any nonrecurring charges or gains that were not adjusted for in arriving at "Adjusted U.S. historical pre-tax income" because they were deemed to relate to the ongoing core operations of the U.S. taxable entities.

Response: All material nonrecurring gains and losses have been excluded from the historical results that have been used in determining our objective, verifiable estimate future annual U.S. taxable income because they were not considered to be indicative of our ability to generate taxable income in future years.

•

 Provide the comparable tabular analysis for the three months ended September 30, 2018.

Response: Comparable tabular analysis as of September 30, 2018 is included in Appendix 3.

2.

 Regarding the alternative analysis for 2017 that shows the years to recover finite-lived U.S. net deferred tax assets as being 9.4 years, please confirm our understanding that a similar analysis for all U.S. net deferred tax assets would imply a recovery period of approximately 43 years.  If so, please address why you believe such an extended recovery period is appropriate given the operational and financial challenges you have experienced and presumably will continue to face.

Response:  If the analysis were applied as suggested by the Staff, using only the 2017 adjusted U.S. pre-tax income as a forecast of future U.S. taxable income, it would imply 38.1 years to recover our $83.9 million total U.S. net DTAs as of December 31, 2017 (revised in Appendix 1 to exclude state DTAs). While we acknowledge the Staff's observation that this would represent an extended recovery period, it would still fall within the unlimited carryforward period provided under the Tax Cuts and Jobs Act of 2017 and should not be viewed in isolation.  Rather, we consider objective, verifiable forecasts based on the historical three-year average to be more significant than forecasts based only on the trailing twelve months because the volatility of our results can have a significant effect on shorter periods and may not be representative of the long-term earnings expectation of our company. This volatility is illustrated by the significant change when comparing the analyses based on historical results for the twelve months ended September 30, 2018 and June 30, 2018; the analysis shows at September 30, 2018 adjusted U.S. historical pre-tax income (i.e., core earnings) of $24.9 million, whereas at June 30, 2018, it shows adjusted U.S. historical pre-tax income (i.e., core earnings) of $7.7 million.  A three-year average better aligns with our long-term contracting cycle, as well as the long-term cycles of the markets that we serve.  The three-year average eliminates much of this volatility, better represents the long-term earnings expectations of our company, and is more consistent with our consideration of the cumulative loss position as significant negative evidence.  While we have considered an objective, verifiable forecast based on the trailing t

November 19, 2018
Joel Mostrom
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 Fiscal Year Ended December 31, 2017
Filed March 1, 2018
Form 10-Q for Fiscal Quarter Ended September 30, 2018
Filed November 8, 2018
Response Dated September 27, 2018
File No. 001-36876
Dear Mr. Mostrom:
            We have reviewed your filing 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 business days by providing the requested
information or advise 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 Fiscal Year Ended December 31, 2017
Note 10 – Provision for Income Taxes, page 85
1.Please provide us with an updated comparable tabular analysis for the three years ended
December 31, 2017, the year ended December 31, 2017, and the six months ended June
30. 2018, incorporating the items noted during our recent conference call.  In addition,
address the following related to your tabular analysis:
•Provide the underlying calculations relating to each component of the interest-related
adjustments.  For the six months ended 6/30/18, clarify why the $61.2 million exceeds
reported interest expense;
•Describe to us in greater detail, including illustrative calculations or examples, your
assertion that if certain expenses were not added back there would be an approximate

 FirstName LastNameJoel Mostrom
 Comapany NameBabcock & Wilcox Enterprises, Inc.
 November 19, 2018 Page 2
 FirstName LastNameJoel Mostrom
Babcock & Wilcox Enterprises, Inc.
November 19, 2018
Page 2
70% offsetting impact to the interest-related adjustments.  Also, address whether the
offsetting impact would change or be limited as the amount of excluded expenses
increased;
•Regarding the restructuring charges that you assert would permanently reduce fixed
costs, address whether you considered the extent to which those fixed costs could have
contributed to the generation of pre-tax income or reduction of pre-tax losses for the
periods indicated;
•Identify any nonrecurring charges or gains that were not adjusted for in arriving at
“Adjusted U.S. historical pre-tax income” because they were deemed to relate to the
ongoing core operations of the U.S. taxable entities.
•Provide the comparable tabular analysis for the three months ended September 30,
2018.
2.Regarding the alternative analysis for 2017 that shows the years to recover finite-lived
U.S. net deferred tax assets as being 9.4 years, please confirm our understanding that a
similar analysis for all U.S. net deferred tax assets would imply a recovery period of
approximately 43 years.  If so, please address why you believe such an extended recovery
period is appropriate given the operational and financial challenges you have experienced
and presumably will continue to face.
3.Please address how the “Adjusted U.S. historical pre-tax income,” which you identified as
being an objective, verifiable annual forecast of pre-tax income, compares to your
forecasted results for future periods.

Form 10-Q for Fiscal Quarter Ended September 30, 2018
Note 8 - Provision for Income Taxes, page 19
4.Please provide us with an analysis of the specific facts and circumstances that changed
during the three months ended September 30, 2018 that lead you to conclude that an
increase in your valuation allowance against your remaining net deferred tax assets was
necessary.  As part of your response, please quantify the impact that the removal of
PBRRC’s taxable income had on your “Adjusted U.S. historical pre-tax income,” and
identify any other changes in circumstances that occurred during the three months ended
September 30, 2018.
5.Notwithstanding the comments above, please expand your disclosures to enable readers to
understand the specific positive and negative evidence management evaluated in arriving
at the conclusion that a full valuation allowance was necessary as of September 30, 2018.
Ensure you discuss any changes in the weighting of such evidence.

            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

 FirstName LastNameJoel Mostrom
 Comapany NameBabcock & Wilcox Enterprises, Inc.
 November 19, 2018 Page 3
 FirstName LastName
Joel Mostrom
Babcock & Wilcox Enterprises, Inc.
November 19, 2018
Page 3
action by the staff.
            You may contact Tracey Houser, Staff Accountant, at (202) 551-3736, or Jeanne
Baker, Assistant Chief Accountant, at (202) 551-3691, if you have questions regarding
comments on the financial statements and related matters.  Please contact Sergio Chinos, Staff
Attorney, at (202) 551-7844, or Sherry Haywood, Staff Attorney, at (202) 551-3345, with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing and
Construction

CORRESP
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		Document

September 27, 2018

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 13, 2018

Form 10-K for Fiscal Year Ended December 31, 2017

Filed March 1, 2018

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 13, 2018 comment letter based on the Staff's review of the Company's Form 10-K for the year ended December 31, 2017 filed on March 1, 2018 (the "Form 10-K"). For your convenience, each of the Staff's comments has been reprinted below in bold italics, followed by our responses.

Form 10-K for Fiscal Year Ended December 31, 2017

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Critical Accounting Policies and Estimates

Goodwill and long-lived asset impairment, page 53

1.

 We note that you fully impaired SPIG's goodwill during the second quarter of fiscal year 2018 due to issues with specific contracts, changes to SPIG's market strategy, and lower bookings than previously forecasted. We also note that SPIG has incurred increased losses for the six months ended June 30, 2018. As such, please provide disclosures for the material uncertainty associated with SPIG's identifiable intangible assets, including the specific factors that could lead to an impairment charge, or provide us with the specific facts and circumstances that indicate there is not a material uncertainty. Please refer to Item 303(a)(3) of Regulation S-K, SAB Topic 5:P.4, and Sections 216, 501.02, 501.12.b.3, and 501.14 of the Financial Reporting Codification for guidance regarding forewarning disclosures.

Response: We acknowledge the Staff's comment and are providing the following supplemental information about the SPIG reporting unit's identifiable intangible assets and the specific facts and circumstances that indicated there was not a material uncertainty.

As of June 30, 2018 and December 31, 2017, the SPIG reporting unit had $29.6 million and $32.7 million of identifiable intangible assets, net of accumulated amortization, respectively. SPIG's intangible assets arose from our July 1, 2016 acquisition of the business. SPIG has no indefinite-lived intangible assets. Under ASC 360, a long-lived asset or asset group is reviewed for impairment whenever circumstances indicate that the carrying amount might not be recoverable.

The circumstances leading to the goodwill impairments as of June 30, 2018 and September 30, 2017 also triggered evaluations of long-lived assets, including the identifiable intangible assets, in the SPIG asset group. The SPIG reporting unit was determined to be the asset group with the lowest level of identifiable cash flows for purposes of our impairment evaluation. We tested the SPIG asset group for impairment in accordance with ASC 360-10 before testing goodwill for impairment at the SPIG reporting unit in accordance with ASC 350-20.

The first step of the ASC 360 impairment test is to compare the carrying value of the asset group to the sum of the undiscounted cash flows attributable to the asset group and the residual values of the assets at the end of the life of the primary assets. In our tests as of June 30, 2018 and September 30, 2017, the sum of the undiscounted cash flows and the residual value of the primary assets exceeded the carrying value of the SPIG asset group and no impairment was indicated. In each of these tests, the carrying value of the asset group is recovered in 5-6 years compared to the weighted average remaining useful life of the identifiable intangible assets that was 10.2 years at each of June 30, 2018 and September 30, 2017, respectively. Our December 31, 2017 analysis validated the results of the September 30, 2017 impairment testing. Reasonable changes in the assumptions used to develop the future cash flow would not have indicated impairment; therefore, we determined potential future impairment was not a material uncertainty requiring disclosure in the Form 10-K or Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2018.

If in the future, impairment could be indicated by reasonable changes in the assumptions used to develop the undiscounted cash flows and residual values, disclosures of such material uncertainty will be provided in our filings.

Form 10-K for Fiscal Year Ended December 31, 2017

Note 10 - Provision for Income Taxes, page 85

2.

 We note that you have net deferred tax assets of $93.3 million as of December 31, 2017, and that you have been in a three-year cumulative loss position since December 31, 2016. Please provide us with your comprehensive analysis of the specific positive and negative evidence management evaluated in arriving at the conclusion that a full valuation allowance is not needed as of December 31, 2017. Your analysis should include the weighting of the evidence that is commensurate with the extent to which it is objectively verified. For any tax-planning strategies that you are relying on in your analysis, please ensure that your discussion provides us with a detailed explanation of the nature and any uncertainties, risk, and assumptions for those strategies. Please refer to ASC 740-10-30- 16 - 740-10-30-25, ASC 740-10-55-39 - 740-10-55-48, and ASC 740-10-55-120 - 740-10- 55-123 for guidance. Please also address this comment as it relates to your net deferred tax assets as of June 30, 2018.

Response: We acknowledge the Staff's comment and are providing the following supplemental information about our evaluation of whether valuation allowances against deferred tax assets are required.

In accordance with ASC 740-10-30-5, we evaluate in each reporting period the need for valuation allowances against net deferred tax assets in each jurisdiction where we are required to file an income tax return. We record valuation allowances to reduce our net deferred tax assets when it is more likely than not that all or a portion of the future tax benefit will not be realized. More likely

than not is a likelihood greater than 50 percent. These evaluations consider all available positive and negative evidence and determine, based on the weight of that evidence, whether a valuation allowance is required.

As of December 31, 2017, we had $93.3 million of net deferred tax assets, which consist of U.S. net deferred tax assets of $93.9 million and a foreign net deferred tax liability of $0.6 million. Our recent consolidated losses primarily relate to our Danish subsidiary in the Renewable segment. Based on our analyses, we have maintained full valuation allowances against net deferred tax assets in Denmark at December 31, 2017. Net deferred tax assets in other foreign jurisdictions are not material individually and are a net deferred tax liability in the aggregate. As such, our response is directed to the U.S. net deferred tax assets.

U.S. net deferred tax assets as of December 31, 2017 were as follows:

(in thousands)

 December 31, 2017

U.S. deferred tax assets:

Pension liability

 $

 58,678

Accrued warranty expense

 4,135

Accrued liabilities for self-insurance (including postretirement health care benefits)

 3,298

Accrued liabilities for executive and employee incentive compensation

 4,963

Investments in joint ventures and affiliated companies

 10,422

Long-term contracts

 6,801

Federal tax net operating loss carryforward

 20,732

State tax net operating loss carryforward

 21,658

Foreign tax credit carryforward

 7,150

Other tax credits

 5,678

Other

 4,649

Total U.S. deferred tax assets

 148,164

Valuation allowance for deferred tax assets

 (41,231

 )

Net, total U.S. deferred tax assets

 106,933

U.S. deferred tax liabilities:

Intangible assets

 12,020

Other

 993

Total U.S. deferred tax liabilities

 13,013

Net U.S. deferred tax assets

 $

 93,920

We first considered deferred tax assets, where future realization of the tax benefit is dependent upon the existence of sufficient future taxable income of the appropriate character in order to be able to realize the benefit. We recorded valuation allowances against deferred tax assets where it was not more likely that not that we would realize the benefit. Our U.S. valuation allowance as of December 31, 2017 relates primarily to: State tax net operating loss carryforwards, the use of which is dependent upon future construction activity in the specific states that cannot be sufficiently predicted; deferred tax assets from investments in equity method investees, the use of which is

dependent upon future capital gains; and certain state and federal tax credits and credit carryforwards where the use may be limited.

As of December 31, 2017, our analysis also considered whether our U.S. jurisdiction was in a cumulative loss in recent years, interpreted as a three-year business cycle, based on pre-tax losses from all sources adjusted for permanent items. As of December 31, 2017, we were in a three-year cumulative loss position of $41.8 million, which is considered to be a substantial piece of objective, verifiable negative evidence under ASC 740-10-30-21.

We then considered unsettled circumstances that, if resolved unfavorably, could affect our ability to realize deferred tax assets. In the Form 10-K, we made disclosures describing uncertainty of our ability to continue as a going concern, which is also a piece of negative evidence. At December 31, 2017, we were not in compliance with the financial covenants associated with the Second Lien Term Loan Facility, and, as a result, it was classified as a current liability in our consolidated balance sheet as of December 31, 2017. Our financing plan, which was disclosed in our Form 10-K, included a planned rights offering to repay the Second Lien Term Loan Facility, the completion of which depended upon certain events and circumstances that were not in our control. We concluded that our plans to remedy the going concern uncertainty would more likely than not fully mitigate the conditions giving rise to the uncertainty and reflected that conclusion in our determination not to record further valuation allowance for the U.S. federal tax attributes. We completed the rights offering in April 2018 and repaid the Second Lien Term Loan Facility.

Accordingly, we developed an estimate of future U.S. taxable income (positive evidence) to determine the amount of valuation allowance needed to reduce the net deferred tax asset to an amount that is more likely than not to be realized. No income was available in the carryback period, and we did not rely upon any tax planning strategies.

Our estimate of future U.S. taxable income was based on objective, verifiable evidence and began with historical U.S. pre-tax income or loss for financial reporting purposes in the three years ended December 31, 2017, which included permanent items and excluded temporary taxable differences, carryforwards and nonrecurring items.

After adjusting for permanent differences between book and taxable income, we then adjusted our historical U.S. pre-tax income and losses to exclude $50.7 million of cumulative mark-to-market pension losses because we do not view these historical fair value adjustments as indicative of future results. Although we expect to record fair value adjustments in the future, they are based on outside economic factors such as changes in discount rates and the market value of pension assets at a point in time, which are not predictable or estimable.

Next, we adjusted for recent changes in our debt profile by adding interest expense that would have been incurred in the three-year period ended December 31, 2017 if our December 31, 2017 debt structure had existed in such prior historical periods. As of December 31, 2017, our debt and interest rates were higher than other periods in the three-year period, which is objectively verifiable. While the increase in debt would imply higher interest deductions and reduce taxable income, we also factored in the corresponding limitation on interest deductions under the Tax Cuts and Jobs Act (the "Act") enacted in 2017. Under the Act, the amount of interest deduction would be limited to the amount of interest income plus 30% of adjusted taxable income. The effect of this adjustment on our objectively, verifiable forecast of future U.S. taxable income, was to replace the historical interest expense with the interest expense that would be incurred based on our debt and

interest rates at December 31, 2017, but limited to the amount that would be deductible under the Act.

We then adjusted for nonrecurring items included in the three-year period ended December 31, 2017, which were not considered to be indicative of our ability to generate taxable income in future years. We adjusted our historical pre-tax income and losses to exclude the following nonrecurring items:

•

 $52.2 million of cumulative restructuring charges, which permanently removed fixed costs from future cash flows;

•

 $35.9 million of cumulative impairment charges, of which $18.2 million related to an equity method investment we sold in 2018, $14.6 million related to fixed assets and $3.1 million related to goodwill;

•

 $15.9 million of transaction costs directly related to our 2015 spin off, the 2016 acquisition of SPIG and the 2017 acquisition of Universal;

•

 $15.0 million of cumulative litigation settlements; and

•

 $2.7 million related to amendment-related financial advisory fees for required third-party analysis that is expected to end at the end of 2018.

We then used the historical results, adjusted as described above, to develop an objective, verifiable forecast of annual future U.S. taxable income (positive evidence) based upon an average of the adjusted U.S. pre-tax income for the three years ended December 31, 2017. This objective, verifiable forecast of annual future U.S. taxable income was $29.4 million, or $6.2 million on a tax-effected basis using a U.S. federal statutory rate of 21 percent. We compared this amount to the U.S. federal net deferred tax asset as of December 31, 2017 to determine the number of years necessary to produce sufficient future income to use the deferred tax assets. Based on this analysis, we expect to generate sufficient future income to offset our remaining U.S. net deferred tax assets within 16 years. U.S. net operating loss carryforwards ("NOL's") were primarily generated in 2016 and 2017 and have a 20-year life; these are the only U.S. deferred tax assets that expire. NOL's that may be generated after December 31, 2017, including those that may be generated the reversal of the remaining December 31, 2017 deferred tax assets, would have an unlimited life. See the analysis summarized in the table below.

As an alternative approach, we also evaluated the realizability of the U.S. net deferred tax assets using only the adjusted 2017 results as an objective, verifiable forecast of future U.S. taxable income because the adjusted 2017 results were less than the three-year average. This objective, verifiable forecast of annual future U.S. taxable income was $10.5 million, or $2.2 million on a tax-effected basis using a U.S. federal statutory rate of 21 percent. Under this alternative approach, the U.S. deferred tax assets with finite lives would be recovered within ten years, and the remaining U.S. net deferred tax assets would also be expected to be realized as a result of the forecast of future U.S. taxable income because they would not expire. See the analysis summarized in the table below.

Accordingly, we concluded that sufficient positive evidence of our ability to realize our deferred tax assets existed as of December 31, 2017 to outweigh the negative evidence from the thr

September 13, 2018
Joel Mostrom
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 Fiscal Year Ended December 31, 2017
Filed March 1, 2018
File No. 001-36876
Dear Mr. Mostrom:
            We have reviewed your filing 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 business days by providing the requested
information or advise 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 Fiscal Year Ended December 31, 2017
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations
Critical Accounting Policies and Estimates
Goodwill and long-lived asset impairment, page 53
1.We note that you fully impaired SPIG’s goodwill during the second quarter of fiscal year
2018 due to issues with specific contracts, changes to SPIG’s market strategy, and lower
bookings than previously forecasted.  We also note that SPIG has incurred increased
losses for the six months ended June 30, 2018.  As such, please provide disclosures for the
material uncertainty associated with SPIG’s identifiable intangible assets, including the
specific factors that could lead to an impairment charge, or provide us with the specific
facts and circumstances that indicate there is not a material uncertainty.  Please refer to

 FirstName LastNameJoel Mostrom
 Comapany NameBabcock & Wilcox Enterprises, Inc.
 September 13, 2018 Page 2
 FirstName LastName
Joel Mostrom
Babcock & Wilcox Enterprises, Inc.
September 13, 2018
Page 2
Item 303(a)(3) of Regulation S-K, SAB Topic 5:P.4, and Sections 216, 501.02,
501.12.b.3, and 501.14 of the Financial Reporting Codification for guidance regarding
forewarning disclosures.
Note 10 – Provision for Income Taxes, page 85
2.We note that you have net deferred tax assets of $93.3 million as of December 31, 2017,
and that you have been in a three-year cumulative loss position since December 31, 2016.
 Please provide us with your comprehensive analysis of the specific positive and negative
evidence management evaluated in arriving at the conclusion that a full valuation
allowance is not needed as of December 31, 2017.  Your analysis should include the
weighting of the evidence that is commensurate with the extent to which it is objectively
verified.  For any tax-planning strategies that you are relying on in your analysis, please
ensure that your discussion provides us with a detailed explanation of the nature and any
uncertainties, risk, and assumptions for those strategies. Please refer to ASC 740-10-30-
16 - 740-10-30-25, ASC 740-10-55-39 - 740-10-55-48, and ASC 740-10-55-120 - 740-10-
55-123 for guidance.   Please also address this comment as it relates to your net deferred
tax assets as of June 30, 2018.
            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 Tracey Houser, Staff Accountant, at (202) 551-3736, or Jeanne Baker,
Assistant Chief Accountant, at (202) 551-3691, if you have questions regarding comments on the
financial statements and related matters.  Please contact Sergio Chinos, Staff Attorney, at (202)
551-7844, or Sherry Haywood, Staff Attorney, at (202) 551-3345, with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing and
Construction

Mail Stop 4631

June 12, 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 completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

 Sincerely,

/s/ Melissa N. Rocha

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

CORRESP
1
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		Document

June 2, 2017

VIA EDGAR

Ms. Melissa N. Rocha

Senior 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.

SEC Comment Letter dated May 24, 2017

Form 10-K for the year ended December 31, 2016

Filed February 28, 2017

Form 10-Q for the Period Ended March 31, 2017

Filed May 9, 2017

Response dated May 10, 2017

File No. 1-36876

Dear Ms. Rocha:

This letter is Babcock & Wilcox Enterprises, Inc.'s ("B&W" or the "Company") response to the Staff's May 24, 2017 comment letter based on the Staff's review of the Company's Annual Report on Form 10-K for the year ended December 31, 2016 ("Annual Report"), the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 ("Quarterly Report") and the Company's response to the Staff's April 28, 2017 comment letter. For your convenience, each of the Staff's comments has been reprinted below in bold italics, followed by our responses.

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

Goodwill and Long-Lived Asset Impairment, page 47

1.    We note your response to comment 5 of our letter dated April 28, 2017. You determined it was not more likely than not that the Renewable segment’s goodwill was impaired as the fair value exceeded its carrying value by $114 million. You note that your estimate of fair value was based on your updated forecast which reflects the expectation that the Renewable business will return to profitability. Please help us better understand your basis for assuming that the Renewable business will return to profitability, including when you expect this to occur. Please specifically address the factors that led to this expectation. In this regard, we note that your disclosures on page 28 of your Form 10-Q for the period ended March 31, 2017 indicate a declining trend in terms of bookings and backlog.

Response: We acknowledge the Staff's comment and are providing the following supplemental information with respect to our response to comment 6 in your comment letter dated April 28, 2017.

1

As discussed, the estimated fair value of the Renewable reporting unit exceeded the carrying value by $114 million (the "headroom") as of December 31, 2016 as a result of our expectation of long-term profitability in the segment and the relatively low carrying value of this reporting unit. The disclosures in our Annual Report reflected management's expectation that the Renewable reporting unit will be profitable beginning with the first quarter of 2017, as illustrated by the $10.6 million of gross profit from the Renewable segment in the first quarter of 2017. Factors leading to our expectation of future profitability in this segment include:

•

 anticipated contract losses that were fully recognized during 2016 are not expected to result in additional losses during 2017 unless changes in estimates occur, which are by definition not expected or forecasted;

•

 other on-going Renewable energy contracts that are not in a loss position are expected to continue providing profitable results;

•

 other Renewable segment product sales and services are forecasted to continue to be profitable; and

•

 our expectation that the technology, products and services provided by our Renewable business remain desired by the market and will result in future profitable renewable energy contracts.

The decline in the trend of bookings and backlog in the Renewable segment is primarily attributable to management's decision not to accept any new renewable energy contracts in the European region through the first six months of 2017 until the existing portfolio of renewable energy contracts move closer to completion and a new project execution model is implemented in the Renewable business, which we disclosed in management's discussion and analysis of the Renewable segment's results on page 35 of our Annual Report. The decline in the trend of bookings and backlog was expected and was incorporated into our forecasted future profitability.

Also contributing to the headroom in the goodwill analysis at December 31, 2016 is the low carrying value Renewable reporting unit. The businesses in this reporting unit are not asset-intensive, and include only $6.9 million of non-current assets excluding goodwill at December 31, 2016, which is disclosed on page 48 of our Annual Report.

Form 10-Q for the Period Ended March 31, 2017

Note 5 - Contracts and Revenue Recognition, page 10

2.    Please expand your disclosures to explain why the $2.6 million reduction in the reserve for estimated losses had no net impact on your statement of operations during the period ended March 31, 2017.

Response: We acknowledge the Staff's comment and are providing the following supplemental information with respect to our disclosure in Note 5 to the condensed consolidated financial statements included in our Quarterly Report.

The reserve for estimated losses reflects the unrealized portion of project losses accrued at each balance sheet date. For this loss project, there were no significant changes in the estimated revenues and costs at completion, so the $2.6 million reduction in the reserve represents progress on the project and realization of a portion of the previously accrued losses. Once a project is in a loss position, only changes in estimated revenues or costs at completion affect the statement of operations. At December 31, 2016, the loss project was approximately 88% complete, and at March 31, 2017, it was approximately 93% complete. We expect the remaining reserve for estimated losses on this project to decline to zero as the contract is completed during 2017 and all of the previously recognized losses have been realized.

In future filings, we will more clearly disclose contract loss accruals and the nature of any changes in those accruals.

2

Form 10-Q for the Period Ended March 31, 2017

Liquidity and Capital Resources, page 31

3.    We note your response to comment 2 of our letter dated April 28, 2017. You expect cash and cash equivalents, cash flows from operations, and your borrowing capacity to be sufficient to meet your liquidity needs. You also expect your operations to use cash over the full year of 2017 which is expected to be funded in part through borrowings from your United States revolving credit facility. We continue to believe that you should expand your disclosures to better 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 specifically related to the three primary sources of cash you identified:

•

 Your cash and cash equivalents decreased from $365.2 million at December 31, 2015 to $95.9 million at December 31, 2016. Your cash and cash equivalents further decreased to $46.3 million at March 31, 2017 of which $35.5 million is held by foreign entities;

•

 Your net cash generated from operating activities decreased significantly from $170.4 million during the year ended December 31, 2015 to $2.3 million during the year ended December 31, 2016. For the three months ended March 31, 2017, your net cash used in operating activities increased from $37.9 million for the three months ended March 31, 2016 to $74.8 million for the three months ended March 31, 2017; and

•

 You had $228.8 million available borrowing capacity under your credit agreement at December 31, 2016 compared to $373 million at December 31, 2015. This available borrowing capacity was further significantly reduced to $55.1 million at March 31, 2017.

Refer to Item 303(a)(1) and (2) of Regulation S-K.

Response: We acknowledge the Staff's comment and are providing the following supplemental information with respect to our response to comment 2 in your comment letter dated April 28, 2017, and our liquidity and capital resources disclosures in our Annual Report and Quarterly Report.

As noted in our May 10, 2017 response to comment 2 in your comment letter dated April 28, 2017, we determined that our sources of liquidity at December 31, 2016 were sufficient to meet our cash requirements for at least the twelve months following the date we filed the Annual Report based on our operating forecast, backlog, cash on-hand, borrowing capacity, planned capital investments and our ability to manage future discretionary cash outflows during the next twelve month period. Despite declines in our cash and cash equivalents balance, borrowing capacity and operating cash flows during the first quarter of 2017, our operating forecast, backlog, cash on-hand, borrowing capacity, planned capital investments and our ability to manage future discretionary cash outflows were also the primary reasons why we disclosed that our sources of liquidity at March 31, 2017 were sufficient for the twelve months following the date we filed the Quarterly Report. Also, our borrowing capacity under our United States credit facility is primarily limited by the financial covenants, which are most significantly affected by our trailing twelve months EBITDA (as defined in the Amended Credit Agreement). At March 31, 2017, available borrowing capacity from our United States credit facility is at its forecasted low-point over the next twelve months due to the negative effect of the 2016 second and fourth quarter losses on the trailing twelve month EBITDA calculation. Our projected borrowing availability is expected to increase during the second and fourth quarters of 2017 due to the 2016 second and fourth quarter losses rolling-out of the EBITDA calculation.

The following is an excerpt from what we disclosed in our Quarterly Report, supplemented with expanded disclosure to address the Staff's comment (additions to the prior disclosure are italicized):

3

Of our $46.3 million of unrestricted cash and cash equivalents at March 31, 2017, approximately $35.5 million is held by foreign entities. In general, our foreign cash balances are not available to fund our United States operations unless the funds are repatriated to the United States, which would expose us to taxes we presently have not accrued in our results of operations. We presently have no plans to repatriate these funds to the United States as our United States liquidity is sufficient to meet the cash requirements of our United States operations. We continue to explore growth strategies across our segments through acquisitions to expand and complement our existing businesses. We expect to fund these opportunities with cash on

hand, external financing (including debt or equity) or some combination thereof.

Despite declines in our cash and cash equivalents balance, borrowing capacity and operating cash flows during the first quarter of 2017, we believe we have adequate sources of liquidity at March 31, 2017 to meet our cash requirements for the twelve months following the date we filed this Form 10-Q based on our operating forecast, backlog, cash on-hand, borrowing capacity, planned capital investments and ability to manage future discretionary cash outflows during the next twelve month period. We expect our operations to use cash over the full year of 2017, particularly in the Renewable segment, as we fund contract losses and work down advanced bill positions. Our forecasted use of cash in 2017 is expected to be funded in part through borrowings from our United States revolving credit facility and use of cash held by our foreign entities. Our United States credit facility allows for nearly immediate borrowing of available capacity to fund cash requirements in the normal course of business, meaning that the minimum United States cash on hand is maintained to minimize borrowing costs. Our borrowing capacity under the United States credit facility is primarily limited by the financial covenants, which are most significantly affected by our trailing twelve months EBITDA (as defined in the Amended Credit Agreement). At March 31, 2017, available borrowing capacity from our United States credit facility is at its forecasted low-point over the next twelve months due to the negative effect of the 2016 second and fourth quarter losses on the trailing twelve month EBITDA calculation. Our projected borrowing availability is expected to increase during the second and fourth quarters of 2017 due to the 2016 second and fourth quarter losses rolling-out of the EBITDA calculation. We expect cash and cash equivalents, cash flows from operations, and our borrowing capacity to be sufficient to meet our liquidity needs for at least twelve months from the date of this filing.

In future filings, we plan to include supplemental details in our liquidity and capital resources disclosure similar to the example above to the extent we consider them necessary to an investor's understanding of our liquidity and capital resources.

We appreciate your feedback on our financial reporting. Should you have any questions about our responses, please direct them to Dan Hoehn, Vice President, Controller & Chief Accounting Officer, at (330) 860-1770 or dwhoehn@babcock.com, or in his absence, me at (704) 625-4937 or jlapker@babcock.com.

Sincerely,

/s/ Jenny L. Apker

Jenny L. Apker

Senior Vice President and Chief Financial Officer

Babcock & Wilcox Enterprises, Inc.

cc:    Nudrat Salik, Staff Accountant, SEC Division of Corporation Finance

Daniel W. Hoehn, Vice President, Controller and Chief Accounting Officer,

Babcock & Wilcox Enterprises, Inc.

J. André Hall, Senior Vice President, General Counsel and Corporate Secretary,

Babcock & Wilcox Enterprises, Inc.

4

Mail Stop 4631

May 24 , 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
Form 10 -Q for the Period Ended March 31, 2017
Filed May 9, 2017
Response dated May 10, 2017
File No. 1 -36876

Dear Ms. Apker :

We have reviewed your response letter dated May 10, 2017 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 this letter within ten busines s days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not
believe our comment  appli es to your facts and circumstances, please tell us why in your
response.

After reviewing the informatio n you provide in response to these  comment s, we may
have additional comments.

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

Goodwill and Long -Lived Asset Impairment, page 47

1. We note your response to comment 5  of our letter dated April 28, 2017 .   You determined
it was not more likely than not that the Renewable segment’s goodwill was impaired as
the fair value exceeded its carrying value by $114 million.  You note that your estimate
of fair value was based on your updated forecast which reflects the expectation that the

Ms. Jenny L. Apker
Babcock & Wilcox Enterprises, Inc.
May 24 , 2017
Page 2

 Renewable business will return to profitability.  Please help us better understand your
basis for assuming that the Renewable business will return to profitability, including
when you expect this to occur.  Please specifically addr ess the factors that led to this
expectation.  In this regard, we note that your disclosures on page 28 of your Form 10 -Q
for the period ended March 31, 2017 indicate a declining trend in terms of bookings and
backlog.

Form 10 -Q for the Period Ended Mar ch 31, 2017

Note 5 – Contracts and Revenue Recognition, page 10

2. Please expand your disclosures to explain why the $2.6 million reduction in the reserve
for estimated losses had no net impact on your statement of operations during the period
ended March 31, 2017.

Liquidity and Capital Resources, page 31

3. We note your response to comment 2  of our letter dated April 28, 2017 .  You expect cash
and cash equivalents, cash flows from operations, and your borrowing capacity to be
sufficient to meet your liquid ity needs.  You also expect your operations to use cash over
the full year of 2017 which is expected to be funded in part through borrowings from
your United States revolving credit facility.  We continue to believe that you should
expand your disclosures to better 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  specifically related to the three primary sources of cash you identified :
 Your cash a nd cash equivalents decreased from $365.2 million at December 31, 2015
to $95.9 million at December 31, 2016.  Your cash and cash equivalents further
decreased to $46.3 million at March 31, 2017 of which $35.5 million is held by
foreign entities;
 Your net cash generated from operating activities decreased significantly from $170.4
million during the year ended December 31, 2015 to $2.3 million during the year
ended December 31, 2016.  For the three months ended March 31, 2017, your net
cash used in operatin g activities increased from $37.9 million for the three months
ended March 31, 2016 to $74.8 million for the three months ended March 31, 2017;
and
 You had $228.8 million available borrowing capacity under your credit agreement at
December 31, 2016 compare d to $373 million at December 31, 2015.  This available
borrowing capacity was further significantly reduced to $55.1 million at March 31,
2017.
Refer to Item 303(a)(1) and (2) of Regulation S -K.

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

Ms. Jenny L. Apker
Babcock & Wilcox Enterprises, Inc.
May 24 , 2017
Page 3

 If you have any questions regarding these comments, please direct them to Nudrat Salik,
Staff Accountant, at (2 02) 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

CORRESP
1
filename1.htm

		Document

May 10, 2017

VIA EDGAR

Ms. Melissa N. Rocha

Senior 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.

SEC Comment Letter dated April 28, 2017

Form 10-K for the year ended December 31, 2016

Filed February 28, 2017

File No. 1-36876

Dear Ms. Rocha:

This letter is Babcock & Wilcox Enterprises, Inc.'s ("B&W" or the "Company") response to the Staff's April 28, 2017 comment letter based on the Staff's review of the Company's Annual Report on Form 10-K for the year ended December 31, 2016 ("Annual Report"). For your convenience, each of the Staff's comments has been reprinted below in bold italics, followed by our responses.

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

Response: We acknowledge the Staff's comment and are providing the following supplemental information with respect to our restructuring activities.

As disclosed in our Annual Report, we anticipated declines in the demand for our products and services in the coal-fired power generation market, and initiated restructuring activities to reduce fixed costs and make our operating costs more variable to adapt to changing sales volumes while maintaining margins. While primarily applicable to our Power segment, these actions also benefit the Renewable and Industrial segments to a lesser degree. We made our manufacturing cost more volume-variable through the closure of manufacturing facilities and development of manufacturing arrangements with third parties. We made our cost of engineering

1

and supply chain more variable by creating a matrix organization capable of delivering products across multiple segments, and developing more volume-variable outsourcing arrangements with our joint venture partners and other third parties to meet fluctuating demand. This new matrix organization and operating model required different competencies and, in some cases, changes in leadership. As demonstrated in our segment gross margin percentages, notwithstanding the recent challenges in our Renewable segment, we have been successful in achieving the primary objective of maintaining margins. Quantification of cost savings, however, is significantly dependent upon volume assumptions that have changed since the restructuring actions were initiated. For example, in some cases, higher volume would dilute the savings of subletting manufacturing, and in other cases the contract manufacturer's costs are lower and higher volume increases the savings; but in both cases, the arrangement is beneficial because it allows us to be a more flexible organization. As a result, our restructuring activities have been successful in helping us maintain our gross margin percentage, primarily in our Power segment. Because a targeted dollar savings was not the focus of our restructuring programs, and we expected demand for our individual products and services to change at an uneven rate, we believe quantifying an estimate of the actual or forecasted dollar savings of our restructuring programs could potentially be misleading to the users of our financial statements. We have enhanced our disclosure regarding our restructuring activities in management's discussion and analysis in our quarterly report on Form 10-Q for the three-month period ended March 31, 2017 (the “First Quarter 10-Q”).

Liquidity and Capital Resources, page 40

2.     Please expand your disclosures to better 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 States 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 ended December 31, 2015 to $2.3 million during the 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 liquidity 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.

Response: We acknowledge the Staff's comment and are providing the following supplemental information.

We determined that our sources of liquidity at December 31, 2016 were sufficient to meet our cash requirements for the twelve months following the date we filed the Annual Report based on our operating forecast, backlog, cash on-hand, borrowing capacity, planned capital investments and our ability to manage future discretionary cash outflows.

As disclosed in our Annual Report, operating cash flows were positive for the year ended December 31, 2016 and net investing and financing cash outflows for the year were primarily discretionary, such as the $144.8 million acquisition of SPIG S.p.A., the $26.3 million investment in a joint venture to allow it to repay its high interest rate debt and the $78.4 million repurchase of shares of our common stock. The significant cash balance and borrowing capacity at December 31, 2015 provided the flexibility for these discretionary, non-operating cash uses in 2016. Operating cash flows can be significantly affected by milestone payments from

2

our customers in advance of incurring the contract expenses. Generally, we try to structure contract milestones to mirror our expected cash outflows over the course of executing the contract. As shown in the statement of cash flows, our 2015 operating cash flow significantly benefited from an increase in the advanced bill positions due to the timing of these milestone payments. As disclosed in the Annual Report, our net advanced bill positions declined somewhat during 2016, and we expect it to decline further in 2017, particularly as we fund the expected higher costs of the European renewable energy contracts.

Also as disclosed in our Annual Report, we expect the primary uses of our cash during 2017 will be the completion of the European renewable energy contracts and the acquisition of Universal Acoustic & Emission Technologies, Inc. that closed early in the first quarter of 2017. Completion of the European renewable energy contracts primarily consumes cash held outside of the United States, but may also require additional funding from U.S. sources. Our U.S. credit facility allows for nearly immediate borrowing of available capacity to fund cash requirements in the normal course of business, meaning that the minimum U.S. cash on hand is maintained to minimize borrowing costs. We believe that the cash and cash equivalents, cash flows from operations and our borrowing capacity is sufficient to meet our liquidity needs for at least twelve months from the filing date of our Annual Report.

In preparing our liquidity and capital resource disclosures included in management's discussion and analysis in our Annual Report and the First Quarter 10-Q, we referred to Item 303(a)(1) and (2) of Regulation S-K and will continue to do so with respect to our disclosures in future filings.

3.     We note that you amended your credit agreement in February 2017 to among other 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.

Response: We acknowledge the Staff's comment and are providing the following supplemental information.

Our U.S. credit facility (the "Credit Facility") has two material financial covenants -- an interest coverage ratio and a leverage ratio. The interest coverage ratio is computed by dividing Interest Expense by earnings before interest, taxes, depreciation, amortization and other adjustments ("Credit Facility EBITDA"). The leverage ratio is computed by dividing Financial Covenant Debt by Credit Facility EBITDA. Interest Expense, Credit Facility EBITDA and Financial Covenant Debt are each defined in the Credit Facility. We believe the most important measure to users of our financial statements is our borrowing capacity, as defined in our Credit Facility, which is a function of these ratios. We disclosed our borrowing capacity at December 31, 2016 in both management's discussion and analysis and Note 19 to our consolidated and combined financial statements included in our Annual Report.

As described in the Annual Report, on February 24, 2017, we amended the Credit Facility to, among other things, provide flexibility by amending the definition of EBITDA to exclude certain losses under Renewable segment contracts. The Credit Facility, as amended, requires the interest coverage ratio to be greater than 4.00 and the leverage ratio to be less than 3.50 during 2017 and less than 3.00 in the periods that follow 2017. Giving effect to the amendment of the Credit Facility, at December 31, 2016, our interest coverage ratio was 13.43 and our leverage ratio was 0.53. Given the significant amount by which we satisfied our material financial covenants at December 31, 2016, we determined it was unnecessary to disclose the actual covenant ratios in our Annual Report.  However, beginning with our First Quarter 10-Q, we have disclosed in the Notes to our condensed consolidated financial statements and in management's discussion and analysis the actual interest coverage ratio and leverage ratio associated with our Credit Facility as of March 31, 2017. In future filings, we will disclose the actual ratios/amounts of financial covenants associated with the Credit Facility, to the extent material.

3

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.

Response: We acknowledge the Staff's comment and are providing the following supplemental information.

As part of disclosing the changes in trends of future earnings, we disclosed that we expected  the fourth quarter changes in estimates of all of the renewable contracts to negatively affect our 2017 earnings by $27.9 million, which represented the change in our 2017 forecast from the third quarter 2016. This change in forecast is driven by two components: lost profit from the loss contracts and reduced profit from other affected contracts that remained profitable.

As disclosed in our Annual Report, our Renewable segment had four uncompleted loss contracts at December 31, 2016 that were accounted for under the percentage-of-completion ("POC") basis of U.S. GAAP. In our consolidated statement of operations for the year ended December 31, 2016, we recognized the full estimated contract losses for these four contracts that resulted from the changes in our estimated revenues and costs at completion during the period, and our consolidated balance sheet reflects accrued liabilities for these estimated future contract losses. As a result of the fourth quarter 2016 changes in estimate on these four loss contracts, our expected 2017 gross profit decreased by $14.2 million.

Separately, the Renewable segment had other uncompleted POC contracts that were not in a loss position at December 31, 2016, but also reflected significant changes in estimates in the fourth quarter as disclosed in Note 6 to our consolidated and combined financial statements in our Annual Report. Unlike the loss contracts, reduced profitability from these changes in estimates in these contracts is not fully recognized as of December 31, 2016 because they remain profitable; instead they are recognized in proportion to the POC of each contract. As a result of the fourth quarter 2016 changes in estimate on these remaining profitable contracts, our expected 2017 gross profit decreased by $13.7 million.

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.

Response: We acknowledge the Staff's comment and are providing the following supplemental information.

Our determination of our reporting units for purposes of goodwill impairment testing was made in accordance with the following:

ASC 350-20-35-34, which states: a component of an operating segment is a reporting unit if the component constitutes a business for which discrete financial information is available and segment management, as that term is defined in paragraph 280-10-50-7, regularly reviews the operating results of that component.

ASC 350-20-35-45, which states: when an entity reorganizes its reporting structure in a manner that changes the composition of one or more of its reporting units, the guidance in paragraphs

4

350-20-35-39 through 35-40 shall be used to reassign assets and liabilities to the reporting units affected; however, goodwill shall be reassigned to the reporting units affected using a relative fair value allocation approach similar to that used when a portion of a reporting unit is to be disposed of (see paragraphs 350-20-40-1 through 40-7).

At the end of the second quarter of 2016, we had four reporting units (Global Power Division, Global Services Division, Construction and MEGTEC), which were unchanged since the spin-off from our former Parent company on June 30, 2015. Each of the four reporting units constituted businesses for which discrete financial information was reviewed by management of each reporting unit. With the change in the composition of our operating and reportable segments during the third quarter of 2016, we determined it was necessary to change our Global Power Division and Global Services Division reporting units (both of which were also operating segments) because they were no longer comprised of the same business components. The Construction and MEGTEC reporting units did not change as a result of the third quarter segment reorganization. We performed a qualitative goodwill impairment test on the Global Power Division and Global Services Divisions reporting units on June 30, 2016, the results of which did not indicate impairment.

During the third quarter of 2016, we reallocated the goodwill balances of the former Global Power Division and Global Services Divisions to the new Power and Renewable r

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

Mail Stop 4631

August 17 , 2016

Via E -mail
Mr. Daniel W. Hoehn
Controller & Chief Accounting 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, 2015
Filed February 25 , 2016
File No. 1 -36876

Dear Mr. Hoehn :

We have completed our review of your filings.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Co mmission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Exc hange Act of 1934 and all applicable rules require.

 Sincerely,

/s/ Melissa N. Rocha

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

CORRESP
1
filename1.htm

		Document

August 5, 2016

VIA EDGAR

Ms. Melissa N. Rocha

Senior 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 July 22, 2016

Form 10-K for the year ended December 31, 2015 filed February 25, 2016

Form 10-Q for the period ended March 31, 2016 filed May 10, 2016

Form 8-K filed May 10, 2016

File No. 1-36876

Dear Ms. Rocha:

This letter is Babcock & Wilcox Enterprises, Inc.'s ("B&W" or the "Company") response to the Staff's July 22, 2016 comment letter based on the Staff's review of the Company's Form 10-K for the year ended December 31, 2015, Form 10-Q for the period ended March 31, 2016 and the Form 8-K filed on May 10, 2016. For your convenience, each of the Staff's comments has been reprinted below in bold italics, followed by our responses.

Form 10-K for the year ended December 31, 2015

Management's Discussion and Analysis - Provision for Income Taxes, page 34

1.

 Given the significant fluctuations in your effective tax rate from period to period and the number and nature of items impacting your effective tax rate (e.g., foreign rate differential, tax credit and manufacturing deduction), please expand your disclosures to quantify all the material factors as well as whether the material factors impacting the effective tax rate are expected to have a continuing impact. Please refer to Item 303(a)(3) of Regulation S-K and Sections 501.12.b.4. of the Financial Reporting Codification for guidance.

Response: We acknowledge the Staff's comment and are providing the following supplemental information about our effective income tax rate. The primary drivers of changes in our effective income tax rate are the effect of the mark to market adjustments on the jurisdictional mix of pre-tax earnings and discrete items. Significant volatility in our effective income tax rate is expected to continue based on the nature of these items. In future filings, we will expand our disclosures in Management's Discussion and Analysis ("MD&A") to quantify the material factors impacting income tax expense and the effective tax rate and highlight the matters that are expected to have a continuing impact on income tax expense.

The following underlined text is an example of what our enhanced income tax disclosure would look like in MD&A in the Form 10-K for the year ended December 31, 2015:

 Year Ended December 31,

(In thousands, except percentages)

 2015

 2014

 2013

Income (loss) from continuing operations before income taxes

 $

 20,205

 $

 (36,618

 )

 $

 212,489

Income tax provision

 $

 3,671

 $

 (24,728

 )

 $

 72,011

Effective tax rate

 18.2

 %

 67.5

 %

 33.9

 %

We operate in numerous countries that have statutory tax rates below that of the United States federal statutory rate of 35%. The most significant of these foreign operations are located in Canada, Denmark and the United Kingdom with tax rates of approximately 27%, 24% and 20%, respectively. Our jurisdictional mix of income (loss) before tax can be significantly affected by MTM adjustments for our pension and postretirement plans, which are primarily in the United States.

In 2015, these MTM adjustments resulted in a net loss in the United States, which was tax-effected at U.S. statutory tax rates. When these tax benefits, which are realized in a relatively high tax jurisdiction, are combined with the tax expense generated in foreign jurisdictions with relatively lower statutory tax rates, a low net effective tax rate resulted because we have income before the provision for income taxes.

In 2014, the MTM adjustments resulted in a net loss in the United States that was partially offset by earnings in foreign jurisdictions. Under these circumstances, the relatively higher U.S. tax rate combined with the lower tax rates applicable in foreign jurisdictions resulted in a relatively high effective tax rate because we have a loss before the provision for income taxes.

Income (loss) before provision for income taxes generated in the United States and foreign locations for the years ended December 31, 2015, 2014 and 2013 is presented in the table below.

 Year Ended December 31,

(In thousands)

 2015

 2014

 2013

United States

 $

 (20,748

 )

 $

 (64,084

 )

 $

 135,966

Other than the United States

 $

 40,953

 $

 27,466

 $

 76,523

Income (loss) before provision for (benefit from) income taxes

 $

 20,205

 $

 (36,618

 )

 $

 212,489

In addition to jurisdictional mix of earnings, our income tax provision and our effective tax rate are also affected by discrete items that do not occur in each period and recurring items like foreign tax and research credits, nondeductible expenses and manufacturing tax benefits.

In 2015, we had net unfavorable discrete items of approximately $2.7 million, primarily related to revaluing our state deferred taxes, which increased the effective tax rate in 2015 by approximately 14%. The recurring items largely offset each other.

In 2014, we had net favorable discrete items of approximately $4.0 million primarily related to the receipt of a favorable ruling from the United States Internal Revenue Service that enabled us to amend prior year United States income tax returns for 2010 to 2012 to exclude distributions of several of our foreign joint ventures from domestic taxable income. Because 2014 was a loss year, this benefit resulted in an increase to the effective tax rate of approximately 11% in 2014. In addition, the foreign tax and research credits further increased our effective tax rate by approximately 8%.

2

Discrete items are dependent on future events that management is unable to reasonably forecast. Consequently, we cannot predict the amount or significance of such items on our effective tax rate in future periods.

Form 10-K for the year ended December 31, 2015

Critical Accounting Policies and Estimates, page 37 - Pension Plans and Postretirement Benefits, page 38

2.

 You determine your discount rate on a review of published financial data and discussions with your actuary regarding rates of return on high-quality, fixed-income investments currently available and expected to be available during the period to maturity of your pension and postretirement plan obligations. We note that there was minimal change in the discount rate used to determine the net periodic benefit obligations at December 31, 2014 and December 31, 2015 for your pension benefits. Specifically at December 31, 2014 a discount rate of 3.99% was used compared to 3.98% at December 31, 2015. Similarly there was no change in the weighted average discount rate assumption used to determine net periodic benefit cost for the years ended December 31, 2014 and December 31, 2015. We also note that a .25% increase in your discount rate based on the sensitivity analysis provided  on page 39 could cause a $29.6 million decrease in pension expense compared to pre-tax income of $20.2 million recorded during the year ended December 31, 2015. In this regard, please help us better understand how you arrived at the appropriate discount rate to use each period in accounting for your pension plans pursuant to ASC 715.

Response: We acknowledge the Staff's comment and are providing the following supplemental information about how we arrived at the appropriate discount rate to use each period in accounting for our pension plans pursuant to ASC 715. We determine a discount rate for each of our pension plans based on a review of published financial data and discussions with our actuaries regarding rates of return on high-quality, fixed-income investments currently available and expected to be available during a period that corresponds with our expected benefit plan payments. We also review and discuss other key assumptions with our actuaries such as the timing of expected benefit plan payments and yield curve alternatives. The selected discount rates reflect the points along the yield curve at which the estimated pension benefits could be effectively settled in the future.

At December 31, 2015, our disclosure of the weighted-average discount rate used to remeasure the plans was incorrect and should have been 4.26%, which is an increase of 26 basis points over the rate at December 31, 2014. Our mark to market remeasurements each period used the correct discount rates; only our disclosure of the weighted-average discount rate at December 31, 2015 was subject to the clerical error. We have concluded that the other quantitative and qualitative disclosures in the Notes to the financial statements, MD&A and Critical Accounting Policies and Estimates reasonably reflect the key assumptions and judgments we made in developing our discount rates and applying them to our pension obligations at December 31, 2015. Accordingly, we believe a revision to our previously filed Form 10-K for the year ended December 31, 2015 is unnecessary. We will correct the disclosure of the weighted-average discount used at December 31, 2015 the next time it appears in our financial statements.

3

3.

 Further reconcile the statement on page 33 that "the MTM loss in 2015 was primarily related to actual return on assets that fell short of the expected return, offset by an increase in the discount rate used to measure our benefit plans liabilities" to the fact that your discount rate on page 71 did not appear to change as noted in the comment above.

Response: We acknowledge the Staff's comment and are providing the following supplemental information about the discount rate we used at December 31, 2015. The actual return on plan assets held was a combined net loss of $23.2 million for the year ended December 31, 2015. As discussed in the response to comment 2 above, the weighted-average discount rate used at December 31, 2015 was 4.26%, which was 26 basis points higher than the 4.00% rate used at December 31, 2014. These two factors are the primary drivers of the $40.2 million mark to market loss in 2015.

Form 10-Q for the Period Ended March 31, 2016

Management's Discussion and Analysis - Results of Operations, page 17

4.

 We note that the additions to your accrued warranty expense increased as a percentage of revenue as well as a percentage of payments during the three months ended March 31, 2016 compared to prior periods. The net additional accrued warranty expense recorded during the three months ended March 31, 2016 was approximately $2.4 million compared to pre-tax income of $17.2 million. Please expand your discussion to address significant changes in your accrued warranty expense, including the facts and circumstances driving the changes and whether you expect the facts and circumstances to continue in the future. See Item 303(a)(3) of Regulation S-K.

Response: We acknowledge the Staff's comment and are providing the following supplemental information about our warranty accruals. Our expected future warranty costs are accrued over the life of our long-term contracts as part of our percentage-of-completion calculations. The warranty accrual is estimated based on historical experience, size, scope and complexity of the equipment being designed, delivered and/or installed. Warranty estimates, as with all contract costs, are updated each period as part of the percentage-of-completion calculation associated with each of our contracts. Additions to the warranty accrual are primarily driven by sales volumes. Other movements in our warranty accrual balance are not driven by current period sales. Our warranty periods generally begin after a long-term contract is completed and cover a period of one to two years, but may extend as long as five years for certain products. As such, warranty payments and expirations would normally lag significantly the period in which the corresponding contract revenue was recognized.

Additions to the warranty accrual increased $1.8 million to $5.7 million in the first quarter of 2016 compared to an accrual of $3.9 million in the first quarter of 2015. The 2016 first quarter increase was driven by a single warranty repair that exceeded our historical experience, an increase in the estimated warranty cost included in the estimates to complete certain contracts, and a change in the mix of products in the two periods. None of the quarter-to-quarter variances are indicative of a change in trend or are material to the results of any of the reportable segments; therefore, we did not include further discussion in MD&A. We will carefully consider future changes in warranty accruals and provide disclosure as required under Item 303(a)(3) of Regulation S-K in future filings to the extent such changes are material.

4

Form 8-K filed May 10, 2016

5.

 We note you present projected Adjusted EPS for 2016 without presenting and reconciling to a corresponding GAAP amount. Please review the guidance provided in Question 102.10 of the updated Compliance and Disclosure Interpretations issued on May 17, 2016 when preparing your next earnings release.

Response: We acknowledge the Staff's comment and will review the guidance provided in Question 102.10 of the updated Compliance and Disclosure Interpretations issued on May 17, 2016 when preparing its next earnings release.

In our earnings releases, management believes discussing the Company's results of operations on an adjusted basis provides an enhanced understanding of our segments' results from operations without non-routine events/transactions and non-operational charges. Accordingly, our adjusted earnings per diluted share guidance excludes the impact of certain items, primarily comprised of restructuring activities, transaction-related expenses associated with business combinations, impairments of long-lived assets, spin-off related costs and mark to market adjustments to our pension and other postretirement benefit liabilities. The impact on earnings per diluted share ("EPS") from continuing operations of adjusting for such items at March 31, 2016 was $0.07 (adjusted EPS of $0.27, GAAP EPS of $0.20). It was not possible at May 10, 2016 to identify the potential amount or significance of non-GAAP adjustments for the balance of the year as many of them had not occurred. Additionally, certain non-GAAP adjustments require future market-related inputs in order to measure their impact on earnings that we believe cannot be reasonably estimated at an interim date. For example:

•

 mark to market adjustments to our pension and other postretirement benefit plan liabilities are recorded only at December 31 and at interim dates if a remeasurement event occurs, as defined by ASC 715-30-35. The mark to market adjustments to our benefit plans are computed using inputs on the remeasurement date and are not reliably estimated by management in advance of these dates. Additionally, because our total pension and other postretirement benefit plan liabilities are large compared to our annual operating results, the impact of the year-end mark to market adjustments has historically been significant;

•

 impairments of long-lived assets would be included as an adjustment to earnings in our earnings release only if management had concluded the criteria in ASC 360-10 had been met during the period and the impairment charge was reflected in the associated consolidated and combined financial statements for the period, which cannot be known in advance; and

•

 transaction-related expenses associated with business combinations are only presented as an adjustment to earnings per diluted share if a transaction is consummated and could vary significantly based on the location and size of the acquired business as well as the method of acquisition.

As noted above, at the time we provided our 2016 adjusted EPS guidance in the Form 8-K filed May 10, 2016, it was not possible to identify the potential amount or signi

Mail Stop 4631

July 22 , 2016

Via E -mail
Mr. Daniel W. Hoehn
Controller & Chief Accounting 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, 2015
Filed February 25 , 2016
Form 10 -Q for the Period Ended March 31, 2016
Filed May 10, 2016
Form 8-K
Filed May 10 , 2016
File No. 1 -36876

Dear Mr. Hoehn :

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 b y 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, 2015

Management’s Discussion and Analysis

Provision for Income Taxes, page 34

1. Given the significant fluctuations in your effective tax rate from period to period and the
number and nature of items impacting your effective tax rate (e.g. foreign rate
differential, tax credit and manufacturing deduction) , please expand your disclosure s to

Mr. Daniel W. Hoehn
Babcock & Wilcox Enterprises, Inc.
July 22 , 2016
Page 2

 quantify all the  material factors disclosed as well as whether the material factors
impacting the effective tax rate are expected to have a continuing impact. Please refer to
Item 303(a)(3) of Regulation S -K and Sections 501.12.b.3 and 501.12.b.4. of the
Financial Reporting Codification for guidance.

Critical Accounting Policies and Estimates, page 37

Pension Plans and Postretirement Benefits, page 38

2. You determine your discount rate based on a review of published financial data and
discussions wi th your actuary regarding rates of return on high -quality, fixed -income
investments currently available and expected to be available during the period to maturity
of your pension and postretirement plan obligations.  We note that there was  minimal
change i n the discount rate used to determine the net  periodic benefit obligations at
December 31, 2014 and December 31, 2015 for your pension benefits .  Specifically at
December 31, 2014 a discount rate of 3.99% was used compared to 3.98%  at December
31, 2015 .  Similarly there was no change in the weighted average discount rate
assumption used to determine net periodic benefit cost for the years ended December 31,
2014 and December 31, 2015.  We also note that a .25% increase in your discount rate
based on the sen sitivity analysis provided on page 39  could cause a $29.6 million
decrease in pension expense compared to pre -tax income of $20.2 million recorded
during the year ended December 31, 2015 .  In this regard, please help us better
understand how you arrived at  the appropriate discount rate to use e ach period in
accounting for yo ur pension plans pursuant to ASC 715.

3. Further reconcile the statement on page 33 that “ the MTM loss in 2015 was primarily
related to actual return on assets that fell short of the expected return, offset by an
increase in the discount rate used to measure our benefit plans liabilities ” to the fact that
your discount rate on page 71 did not appear to change as noted in the comment above.

Form 10 -Q for the Period Ended March 31, 20 16

Management’s Discussion and Analysis

Results of Operations, page 17

4. We note that the additions to your accrued warranty expense increased as a percentage of
revenue as well as a percentage of payments during the three months ended March 3 1,
2016 c ompared to prior periods.   The net additional accrued warranty expense recorded
during the three  months ended March 31, 2016 was approximately $2.4 million compared
to pre -tax income of $17.2 million.  Please expand your discussion to address significant
changes in your accrued warranty expense , including the facts and circumstances driving
the changes and whether you expect the facts and circumstances to continue in the future.
See Item 303(a)(3) of Regulation S -K.

Mr. Daniel W. Hoehn
Babcock & Wilcox Enterprises, Inc.
July 22 , 2016
Page 3

Form 8 -K filed May 10, 2016

5. We not e you present projected Adjusted EPS for 2016 without presenting and reconciling
to a corresponding GAAP amount.  Please review the guidance provided in Question
102.10 of the updated Compliance and Disclosure Interpretations issued on May 17, 2016
when pr eparing your next earnings release.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person u nder the federal securities laws of the United States.

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

CORRESP
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CORRESP

 June 26, 2015

BY EDGAR

 Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

Re:
Request for Acceleration of Effectiveness of Registration Statement on Form S-1

 (Registration
Statement No. 333-204812)

 Ladies and Gentlemen:

Babcock & Wilcox Enterprises, Inc., a Delaware corporation (“New B&W”), hereby requests that the effectiveness of its
Registration Statement on Form S-1 (the “Registration Statement”) be accelerated so that the Registration Statement will become effective on June 30, 2015 at 4:00 p.m. Eastern Time, or as soon thereafter as practicable.

New B&W acknowledges that:

•

Should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from
taking any action with respect to the Registration Statement.

•

The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve New B&W from its full responsibility for the adequacy and
accuracy of the disclosure in the Registration Statement.

•

New B&W may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Please notify Charlie Haag of Jones Day at 214.969.5148 at your earliest convenience after the Registration Statement has
been declared effective.

Very truly yours,

BABCOCK & WILCOX ENTERPRISES, INC.

By:

 /s/ J. André Hall

 J. André Hall

 Senior Vice President,
General Counsel and Corporate Secretary

CORRESP
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Acceleration Request

 June 11, 2015

 BY EDGAR

 Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
 Request for Acceleration of Effectiveness of Registration Statement on Form 10

 (Commission File No. 001-36876)

 Ladies and
Gentlemen:

 Babcock & Wilcox Enterprises, Inc., a Delaware corporation (“New B&W”), hereby requests that the
effectiveness of its Registration Statement on Form 10 (the “Registration Statement”) be accelerated so that the Registration Statement will become effective on June 15, 2015 at 4:00 p.m., Eastern time, or as soon thereafter as
practicable.

 In accordance with Rule 12d1-2 promulgated under the Securities Exchange Act of 1934, the reasons for this request are
as follows: on June 8, 2015, the board of directors of The Babcock & Wilcox Company, a Delaware corporation (the “Company”), took several actions in connection with the spin-off of New B&W from the Company, including
establishing the distribution ratio for the spin-off, and setting a record date of June 18, 2015 and a distribution date of June 30, 2015. New B&W and the Company wish to commence the process of printing and mailing the information
statement relating to the spin-off as soon as possible following the record date.

 New B&W acknowledges that:

•

 Should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration
Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement.

•

 The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve New
B&W from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement.

•

 New B&W may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under
the federal securities laws of the United States.

 Please notify Charlie Haag of Jones Day at 214.969.5148 at your
earliest convenience after the Registration Statement has been declared effective.

 Very truly yours,

 BABCOCK & WILCOX ENTERPRISES, INC.

 By:

 /s/ J. André Hall

 J. André Hall

Senior Vice President, General Counsel and Corporate Secretary

CORRESP
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CORRESP

 JONES DAY

2727 NORTH HARWOOD STREET    •    DALLAS, TEXAS 75201.1515

 TELEPHONE: +1.214.220.3939    •    FACSIMILE:
+1.214.969.5100

 May 20, 2015

 BY EDGAR

Pamela Long

 Assistant Director

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, NE

 Washington, DC 20549

RE:
Babcock & Wilcox Enterprises, Inc.

Amendment No. 3 to the Registration Statement on Form 10

File No. 001-36876

 Ladies and Gentlemen:

Babcock & Wilcox Enterprises, Inc. (“New B&W”) has today filed with the Securities and Exchange Commission (the
“Commission”) Amendment No. 3 (“Amendment No. 3”) to its Registration Statement on Form 10 (Registration No. 001-36876) (as amended, the “Registration Statement”). On behalf of New
B&W, we respond to the comment of the staff of the Division of Corporation Finance of the Commission (the “Staff”) contained in the letter dated May 14, 2015. For ease of reference, the text of the Staff’s comment is
included in bold-face type below, followed by New B&W’s response.

 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 tax 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 domestic production gross receipts are still considered to be supportable and proper also;

•

Please help us understand what led to the engagement of the external accounting firm to perform a review of positions related to certain cost allocations and domestic production activities deductions;

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     •       BEIJING      •
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CLEVELAND       •       COLUMBUS
•       DALLAS

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•      HOUSTON      •      IRVINE
    •       JEDDAH       •
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MEXICO CITY         •
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 United States Securities and Exchange Commission

May 20, 2015

 Page 2 of 2

JONES DAY

•

You state that the conclusions were the result of significant additional analysis. Please clarify whether additional information became known during this additional analysis and what consideration you gave as to
whether this information should have been known previously; and

•

Your response indicates that the analysis resulted in changes to the methodology for allocating costs to domestic production activities, the adoption of safe harbor provisions related to prior period compensation
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 manufacturing deductions being taken and
correspondingly the extent to which they contributed.

 Response: New B&W acknowledges the Staff’s comment and has
supplementally provided the Staff, under separate cover, a copy of a memorandum prepared by The Babcock & Wilcox Company, which concludes that the $3.3 million tax benefit recorded in 2014 related to larger manufacturing deductions being
taken on prior years’ amended tax returns was a change in estimate pursuant to ASC 250.

 **********

If you have any questions, please feel free to contact me at 214.969.5148 or David Black at 704.625.4950. Thank you for your cooperation and
prompt attention to this matter.

 Sincerely,

/s/ Charles T. Haag

Charles T. Haag

cc:
Jim Ferland, Babcock & Wilcox Enterprises, Inc.,

 Chairman and Chief Executive Officer

 David Black, The Babcock & Wilcox Company,

Vice President and Chief Accounting Officer

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

CORRESP
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Correspondence

 JONES DAY

2727 NORTH HARWOOD STREET    •    DALLAS, TEXAS 75201.1515

 TELEPHONE: +1.214.220.3939    •    FACSIMILE:
+1.214.969.5100

 May 6, 2015

 BY EDGAR

Pamela Long

 Assistant Director

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, NE

 Washington, DC 20549

RE:
Babcock & Wilcox Enterprises, Inc.

 Amendment No. 2 to the Registration
Statement on Form 10

 File No. 001-36876

Ladies and Gentlemen:

 Babcock &
Wilcox Enterprises, Inc. (“New B&W”) has today filed with the Securities and Exchange Commission (the “Commission”) Amendment No. 2 (“Amendment No. 2”) to its Registration Statement on
Form 10 (Registration No. 001-36876) (as amended, the “Registration Statement”). On behalf of New B&W, we respond to the comments of the staff of the Division of Corporation Finance of the Commission (the
“Staff”) contained in the letter dated April 29, 2015. For ease of reference, the text of the Staff’s comments are included in bold-face type below, followed in each case by New B&W’s response. Except as otherwise
provided, page references included in the body of New B&W’s responses are to Amendment No. 2.

 General

1.
Please be advised that the Tandy representations must come directly from the company, not from your counsel on behalf of the company. Please provide these representations in a separate letter from the company in
tandem with your next response, if the response is submitted by your counsel.

 Response: New B&W acknowledges the
Staff’s comment and advises the Staff that New B&W will provide these representations in its request for acceleration of effectiveness of the Registration Statement. This request will come from New B&W.

ALKHOBAR      •       AMSTERDAM
   •       ATLANTA      •
 BEIJING      •       BOSTON
•          BRUSSELS       •
  CHICAGO       •       CLEVELAND
•       COLUMBUS       •       DALLAS

DUBAI         •
DÜSSELDORF      •      FRANKFURT
•       HONG KONG      •      HOUSTON
     •      IRVINE       •
   JEDDAH       •       LONDON
•       LOS ANGELES         •
    MADRID

MEXICO CITY         •
 MIAMI      •      MILAN       •
      MOSCOW       •       MUNICH      •      NEW YORK      •      PARIS
   •      PERTH      •
PITTSBURGH      •      RIYADH      •
    SAN DIEGO

SAN FRANCISCO       •
SÃO PAULO      •        SHANGHAI          •        SILICON VALLEY        •
   SINGAPORE        •        SYDNEY        •        TAIPEI        •
 TOKYO       •        WASHINGTON

 United States Securities and Exchange Commission

May 6, 2015

  Page
 2
 of 5

JONES DAY

 Exhibit 99.1

Reasons for the Spin-Off, page 33

2.
We note your response to comment 16 in our letter dated April 10, 2015. Please quantify the anticipated effects of the loss of operating as one company and provide additional context to the negative factors
listed. Please tell us if you are unable to provide such quantification.

 Response: New B&W acknowledges the Staff’s
comment and has revised pages 34 and F-45 to quantify the anticipated effects, to the extent possible, of the loss of synergies from operating as one company and to provide additional context to the negative factors listed. These costs consider the
creation of separate accounting, legal, senior management and tax teams and other duplicated costs to replace services previously provided by the Company as well as other stand-alone costs. New B&W undertakes to provide the range when it becomes
available.

 Spin-Off Conditions and Termination, page 39

3.
We note your response to comment 17 in our letter dated April 10, 2015. Please update your disclosure in the registration statement to reflect that NRC regulatory review has been completed as noted in your
response.

 Response: New B&W acknowledges the Staff’s comment and has revised pages 39 and 40 to disclose that the NRC
regulatory review has been completed.

 Note 1 - Basis of Presentation and Significant Accounting Policies

Basis of Presentation, page F-9

4.
We note your response to comment 29 in our letter dated April 10, 2015. Question 3 of ASC 805-50-S99-1 requires disclosures regardless of whether debt is reflected on your combined financial statements. Please
address your consideration of these disclosures.

 Response: New B&W acknowledges the Staff’s comments and advises the
Staff that New B&W believes that it has complied with the disclosure requirements of ASC 805-50-S99-1. Specifically, page F-9 discusses the relationship between New B&W and The Babcock & Wilcox Company. Additionally, New B&W
states on page F-26 that the credit agreement of The Babcock & Wilcox Company is guaranteed by all of the wholly owned domestic subsidiaries of New B&W. As disclosed on page 60, New B&W will enter into a separate credit facility at
the time of the spin-off. New B&W will no longer guarantee The Babcock & Wilcox Company’s credit agreement after the spin-off, so future debt service will not impact New B&W’s cash flows. Further, New B&W’s
ability to return capital to its shareholders will not be restricted by The Babcock & Wilcox Company’s credit agreements.

 United States Securities and Exchange Commission

May 6, 2015

  Page
 3
 of 5

JONES DAY

 Note 5 – Income Taxes, page F-22

5.
We note your response to comment 34 in our letter dated April 10, 2015. We note that the $3.3 million tax benefit recorded as a result of larger manufacturing deductions represents approximately 13% of your 2014
net loss. Please tell us the specific facts and circumstances that led to the reporting of additional domestic production gross receipts for prior years and correspondingly larger manufacturing deductions. Please help us better understand how you
determined that these were due to changes in estimates pursuant to ASC 250.

 Response: New B&W acknowledges the Staff’s
comment and advises the Staff that in connection with other matters, the Company engaged the services of an external accounting firm to perform a detailed review of the Babcock & Wilcox Company’s positions related to certain cost
allocations and domestic production activities deductions. While some uncertainty exists regarding whether certain transactions related to engineering and construction activities can qualify as domestic production gross receipts, The Babcock &
Wilcox Company reached a conclusion, with the assistance of the external accounting firm, that a different position from the one taken on its original returns was supportable and proper. Through this process, the Babcock & Wilcox Company also
made changes to its methodology for allocating costs to its domestic production activities and adopted certain safe harbor provisions related to prior period compensation costs and choosing simplified over specific allocations. The conclusions were
the result of significant additional analysis, and resulted in the Babcock & Wilcox Company amending its previously filed returns. Based on these facts, The Babcock & Wilcox Company concluded this was a change in estimate pursuant to ASC
250.

 Pro Forma Combined Financial Statements, page F-45

6.
We note your response to comment 38 in our letter dated April 10, 2015. In a similar manner to your response, please disclose why the agreements with Babcock & Wilcox Company in connection with the
spin-off are not reflected in the pro forma financial statements. Please also help us better understand how you made the determination that no additional pro forma adjustments would be required by telling us the differences in amounts between the
estimated costs related to the transition services agreements and other agreements and the costs already reflected in the financial statements.

Response: New B&W acknowledges the Staff’s comment and has revised page F-45 to discuss why the spin-off transaction documents are not
reflected in the pro forma financial statements. Additionally, New B&W advises the Staff that the estimated costs related to the transition services and other agreements for New B&W are approximately $2.4 million on an annual run rate. The
majority of these costs relate to charges for information technology usage. The historical financial statements include allocations that reflect actual costs incurred for similar services, which are consistent with the fees to be charged under the
transition services and other agreements. As a result, any difference between the allocations and the costs under the transition services and other agreements were considered to be immaterial. New B&W concluded that no pro forma adjustments were
necessary.

 United States Securities and Exchange Commission

May 6, 2015

  Page
 4
 of 5

JONES DAY

7.
We note your response to comment 41 in our letter dated April 10, 2015. Given that the effective tax rate that you are using in the 2014 pro forma financial statements is significantly higher than both your
statutory rate and the historical effective tax rate, please provide comprehensive disclosures of how you determined the appropriate tax rate to use. We remind you that tax rates different from the statutory rate may only be used if they are
factually supportable. In this regard, it remains unclear why the 2014 pro forma tax adjustment is only 25% of the aggregate pro forma adjustment to pre-tax income given that your 2014 statutory Federal, Foreign and State tax rate exceeds 45% (page
F-24). Please revise the pro forma tax adjustment or provide us an analysis of the calculated tax impact of each 2012 to 2014 pro forma adjustment. See Instruction 7 in Article 11-02(b) of Regulation S-X.

Response: New B&W acknowledges the Staff’s comment and has revised pages F-46 through F-50 to add additional disclosure to assist in
understanding how New B&W determined the appropriate tax rate for the 2012 to 2014 pro forma adjustments. New B&W advises the Staff that its effective tax rate is derived based on the fact that New B&W operates in numerous jurisdictions
as disclosed on page F-22. The majority of New B&W’s operations are in the United States and therefore the majority of New B&W’s income or loss is tax-effected at US statutory tax rates plus state tax rates adjusted for permanent
differences and discrete items. The balance of New B&W’s income or loss is primarily attributable to its operations in Canada, Denmark and the United Kingdom with statutory tax rates below that of the United States. Another significant
factor that indirectly affects New B&W’s effective tax rate is the large mark-to-market (loss) gain related to the pension and post-retirement liabilities, which significantly affects pre-tax income, but does not directly affect the
permanent book-tax differences that cause New B&W’s effective tax rate to differ from the relevant statutory tax rates. These differences were further described in New B&W’s letter dated April 17, 2015 in response to Comment 41 of
the Staff’s letter dated April 10, 2015.

 New B&W advises the Staff that the pre-tax pro forma adjustments are related to the removal of New
B&W’s Canadian nuclear business from the audited financial statements. The pro forma adjustments are correspondingly tax-effected at a rate consistent with the Canadian statutory tax rate applicable to New B&W’s Canadian operations
for the particular year. The removal of Canadian pre-tax items that were taxed at approximately 25% had the effect of further increasing the effective tax rate that was already higher than the U.S. statutory rate for the reasons described above and
as indicated in the rate reconciliation included in New B&W’s letter dated April 17, 2015 in response to Comment 41 of the Staff’s letter dated April 10, 2015.

**********

 United States Securities and Exchange Commission

May 6, 2015

  Page
 5
 of 5

JONES DAY

 If you have any questions, please feel free to contact me at 214.969.5148 or David Black at
704.625.4950. Thank you for your cooperation and prompt attention to this matter.

Sincerely,

/s/ Charles T. Haag

Charles T. Haag

cc:

Jim Ferland, Babcock & Wilcox Enterprises, Inc.,

 Chairman and Chief Executive Officer

David Black, The Babcock & Wilcox Company,

 Vice President and Chief Accounting Officer

April 29, 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. 1 to Form 10 -12B
Filed April 17 , 2015
File No. 001 -36876

Dear Mr. Ferland :

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

General

1. Please be advised that the Tandy representations must come directly from the company,
not from your counsel on behalf of the company.  Please provide these representations in
a separate letter from the company in tandem with your next response, if the response is
submitted by your counsel.

Exhibit 99.1

Reasons for the Spin -Off, page 33

2. We note your response to comment 16 in our letter dated April 10, 2015.  Please quantify
the anticipated effects of the loss of operating as one company and provide additional
context to the negative factors listed.  Please tell us if you are unable to pro vide such
quantification.

Spin-Off Conditions and Termination, page 39

3. We note your response to comment 17 in our letter dated April 10, 2015.  Please update
your disclosure in the registration statement to reflect that NRC regulatory review has
been co mpleted as noted in your response.

E. James Ferland
Babcock & Wilcox Enterprises, Inc.
April 29, 2015
Page 2

 Note 1 - Basis of Presentation and Significant Accounting Policies

Basis of Presentation, page F -9

4. We note your response to comment 29 in our letter dated April 10, 2015.  Question 3 of
ASC 805 -50-S99-1 requires dis closures regardless of whether debt is reflected on your
combined financial statements.  Please address your consideration of these disclosures.

Note 5 – Income Taxes, page F -22

5. We note your response to comment 34 in our letter dated April 10, 2015.  We note that
the $3.3 million tax benefit recorded as a result of larger manufacturing deductions
represents approximately 13% of your 2014 net loss.  Please tell us the specific facts and
circumstances that led to the reporting of additional domestic product ion gross receipts
for prior years and correspondingly larger manufacturing deductions.  Please help us
better understand how you determined that these were due to changes in estimates
pursuant to ASC 250.

Pro Forma Combined Financial Statements, page F -45

6. We note your response to comment 38 in our letter dated April 10, 2015.  In a similar
manner to your response, please disclose why the agreements with Babcock & Wilcox
Company in connection with the spin -off are not reflected in the pro forma financia l
statements.  Please also help us better understand how you made the determination that
no additional pro forma adjustments would be required by telling us the differences in
amounts between the estimated costs related to the transition services agreement s and
other agreements and the costs already reflected in the financial statements.

7. We note your response to comment 41 in our letter dated April 10, 2015.   Given that the
effective tax rate that you are using in the 2014 pro forma financial statements is
significantly higher than both your statutory rate and the historical effective tax  rate,
please provide comprehensive disclosures of how you determined the appropriate tax rate
to use.  We remind you that tax rates different from the statutory rate may only be used if
they are factually supportable.  In this regard, it remains unclear w hy the 2014 pro forma
tax adjustment is only 25% of the aggregate pro forma adjustment to pre -tax income
given that your 2014 statutory Federal, Foreign and State tax rate exceeds 45% (page F -
24).  Please revise the pro forma tax adjustment or provide us a n analysis of the
calculated tax impact of each 2012 to 2014 pro forma adjustment.  See Instruction 7 in
Article 11 -02(b) of Regulation S -X.

E. James Ferland
Babcock & Wilcox Enterprises, Inc.
April 29, 2015
Page 3

 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.  Please 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

CORRESP
1
filename1.htm

CORRESP

 JONES DAY

2727 NORTH HARWOOD
STREET    Ÿ    DALLAS, TEXAS 75201.1515

TELEPHONE:
+1.214.220.3939    Ÿ    FACSIMILE: +1.214.969.5100

April 17, 2015

 BY EDGAR

Pamela Long

 Assistant Director

United States Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, NE

 Washington, DC 20549

RE:
 Babcock & Wilcox Enterprises, Inc.

Amendment No. 1 to the Registration Statement on Form 10

File No. 001-36876

 Ladies and Gentlemen:

 Babcock & Wilcox Enterprises, Inc. (“New B&W”) has today filed with the Securities and Exchange
Commission (the “Commission”) Amendment No. 1 (“Amendment No. 1”) to its Registration Statement on Form 10 (Registration No. 001-36876) (as amended, the “Registration Statement”). On
behalf of New B&W, we respond to the comments of the staff of the Division of Corporation Finance of the Commission (the “Staff”) contained in the letter dated April 10, 2015. For ease of reference, the text of the
Staff’s comments are included in bold-face type below, followed in each case by New B&W’s response. Except as otherwise provided, page references included in the body of New B&W’s responses are to Amendment No. 1.

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.

Response: New B&W acknowledges the Staff’s comment and notes that in accordance with Section 12(d) of the Securities Exchange Act of
1934 (the “Exchange Act”) New B&W’s Registration Statement will become effective 30 days after the Commission receives certification from the New York Stock Exchange (the “NYSE”)
that New B&W’s listing application has been approved or such shorter period of time as the Commission may determine. New B&W respectfully advises the Staff that it intends to coordinate with the NYSE and the Staff to have the
Registration Statement declared effective less than 30 days after the Commission receives certification from the NYSE.

ALKHOBAR      Ÿ
  AMSTERDAM      Ÿ       ATLANTA      Ÿ       BEIJING      Ÿ
      BOSTON        Ÿ          BRUSSELS
     Ÿ       CHICAGO       Ÿ       CLEVELAND
Ÿ       COLUMBUS
Ÿ       DALLAS

DUBAI         Ÿ
       DÜSSELDORF      Ÿ      FRANKFURT
  Ÿ       HONG KONG
Ÿ      HOUSTON      Ÿ
    IRVINE       Ÿ       JEDDAH       Ÿ       LONDON       Ÿ
      LOS ANGELES         Ÿ        MADRID

MEXICO CITY
Ÿ        MIAMI
Ÿ      MILAN       Ÿ
      MOSCOW       Ÿ       MUNICH      Ÿ      NEW YORK      Ÿ
     PARIS      Ÿ      PERTH      Ÿ      PITTSBURGH      Ÿ
    RIYADH      Ÿ      SAN DIEGO

SAN FRANCISCO       Ÿ
     SÃO PAULO      Ÿ        SHANGHAI
      Ÿ        SILICON VALLEY        Ÿ        SINGAPORE
Ÿ        SYDNEY
Ÿ        TAIPEI
Ÿ        TOKYO
Ÿ        WASHINGTON

 United States Securities and Exchange Commission

April 17, 2015

 Page
 2
 of 17

 JONES DAY

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 to the effectiveness of the registration statement. In this regard, we note that
with few exceptions, these exhibits have been listed in the “Form of.”

 Response: New B&W
acknowledges the Staff’s comment and undertakes to submit the remaining exhibits as promptly as possible. New B&W expects to enter into some of the agreements prior to the effectiveness of the Registration Statement and, therefore, will
file executed versions as exhibits prior to effectiveness. New B&W also intends to enter into some of the agreements closer to the distribution date. These agreements will continue to be listed as “form of” at the time of effectiveness
of the Registration Statement. The “form of” agreements that are filed as exhibits to the Registration Statement will be in substantially final form as of the effectiveness of the Registration Statement, and New B&W does not intend to
make any changes to such “form of” agreements after effectiveness that would be material. Following execution of the “form of” agreements, which is expected to occur on or before the distribution date, New B&W will file the
executed versions on a Current Report on Form 8-K.

3.
 We note that you intend to provide significant additional information in an amendment to the registration statement on Form 10, including Security
Ownership of Certain Beneficial Owners and Management, information regarding composition of certain board committees and Description of Capital Stock. To the extent practicable, please include this information in the next amendment to the
registration statement on Form 10.

 Response: New B&W acknowledges the Staff’s comment and undertakes to revise
the Registration Statement to include this information as promptly as possible.

 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. Please
complete the blank portions of the information statement with your next amendment, or as soon as practicable. We may have further comment.

Response: New B&W acknowledges the Staff’s comment and undertakes to revise the Registration Statement to include this information as
promptly as possible.

 United States Securities and Exchange Commission

April 17, 2015

 Page
 3
 of 17

 JONES DAY

 Questions and Answers About the Spin-Off, page 1

How will fractional shares be treated in the spin-off?, page 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 confirm that the distribution agent and the broker-dealers it uses are not affiliates of the company or Babcock & Wilcox Company.

Response: New B&W acknowledges the Staff’s comment and advises the Staff that 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. New B&W also confirms that the distribution agent and the broker-dealers it will use are not affiliates of New B&W or of The
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, and whether the Board has any current intention to waive the tax opinion as a condition to the spin-off.

Response: New B&W acknowledges the Staff’s comment and advises the Staff that the tax opinion is expected to be delivered after the
effectiveness of the Registration Statement and on or before the distribution date of the spin-off. In the event that the board of directors of The Babcock & Wilcox Company waives the tax opinion as a condition to the spin-off, The
Babcock & Wilcox Company intends to promptly issue a press release or other public announcement and file a Current Report on Form 8-K to report the event. New B&W is not aware of any current intention of the board of directors of The
Babcock & Wilcox Company to waive the tax opinion as a condition to the spin-off.

 United States Securities and Exchange Commission

April 17, 2015

 Page
 4
 of 17

 JONES DAY

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, the 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 language in the sentence above the bullets on page 39 that “assuming the spin-off and such related transactions meet the condition described above.” The conclusions in these sections should be expressed clearly as the
opinion of counsel.

 Response: New B&W acknowledges the Staff’s comment and respectfully submits that it is
neither customary nor appropriate to include or file a tax opinion from counsel under these circumstances. In addition, we note that Item 601(b)(8) of Regulation S-K does not apply to registration statements on Form 10.

We believe that the material U.S. federal income tax consequences of the distribution, which the tax opinion will address, are thoroughly and
appropriately discussed in the Registration Statement.

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

Response: New B&W acknowledges the Staff’s comment and respectfully submits that the “Material U.S. Federal Income Tax Consequences
of the Spin-Off” section of the Registration Statement does not serve as a tax opinion.

 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 circumstances under which the distribution would be
abandoned.

 Response: New B&W acknowledges the Staff’s comment and advises the Staff that New B&W is not
aware of any circumstances under which the spin-off would be abandoned. New B&W has revised pages 3, 10 and 39 to include this disclosure. Should circumstances change regarding the conditions to the spin-off, New B&W will update this
disclosure.

 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.

 Response: New B&W acknowledges the Staff’s comment and
undertakes to submit the credit agreement as an exhibit as promptly as possible. If New B&W enters into the credit agreement prior to the effectiveness of the Registration Statement, New B&W will file the credit agreement as an exhibit prior
to effectiveness. If New B&W enters into the credit agreement after effectiveness, New B&W will file the credit agreement as an exhibit to a Current Report on Form 8-K.

 United States Securities and Exchange Commission

April 17, 2015

 Page
 5
 of 17

 JONES DAY

 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 disclose the percentage of your business conducted in this fashion.

Response: New B&W acknowledges the Staff’s comment and has revised page 20 to disclose the equity income generated by New B&W’s
joint ventures.

 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.

Response: New B&W acknowledges the Staff’s comment and has revised page 22 to disclose the percentage of New B&W’s 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 significant areas in which you may become liable for the obligations of Babcock &
Wilcox Company.

 Response: New B&W acknowledges the Staff’s comment and has revised page 25 to discuss the
other significant areas in which New B&W may become liable for the obligations of The Babcock & Wilcox Company.

 The Spin-Off, page 32

 General, page 32

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

Response: New B&W acknowledges the Staff’s comment and has revised page 32 to disclose how it will calculate and determine the
distribution amount.

 United States Securities and Exchange Commission

April 17, 2015

 Page
 6
 of 17

 JONES DAY

 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 remaining segments and recommend that the company be spun-off as a stand-alone public company.

Response: New B&W acknowledges the Staff’s comment and has revised pages 32 and 33 to discuss the background of the spin-off in greater
detail.

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 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.

Response: New B&W acknowledges the Staff’s comment and has revised pages 34 and 35 to include additional disclosure regarding the
anticipated effect of the loss of synergies from operating as one company and the negative factors the board of directors of The Babcock & Wilcox Company considered.

Spin-Off Conditions and Terminations, page 38

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

Response: New B&W acknowledges the Staff’s comment and advises the Staff that on March 17, 2015, New B&W and The
Babcock & Wilcox Company received written confirmation from the Nuclear Regulatory Commission (“NRC”) that the proposed spin-off and related steps constitute neither a direct or indirect transfer of control of
any NRC license. Consequently, other than administrative matters relating to name change amendments, which do not involve any consent process by the NRC, the NRC regulatory review has been completed.

Capitalization, page 41

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

 Response: New B&W acknowledges the Staff’s comment and has
revised page 42 to disclose that the pro forma adjustments to the parent/stockholder equity line item relate to the transfer of the Nuclear Energy segment that will occur prior to the distribution.

 United States Securities and Exchange Commission

April 17, 2015

 Page
 7
 of 17

 JONES DAY

 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 projects, including the completion of any significant projects, are reasonably expected to have a material impact on either your consolidated
or segment results of operations, please address in your discussion. In this regard, we note that a portion 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 nearing completion. Refer to Sections 501.01, 501.02 and 501.04 of the SEC’s Codification of Financial Reporting Policies, Item 303 of Regulation S-K,

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