Babcock & Wilcox Enterprises, Inc. (Form: 10-K, Received: 04/02/2019 16:18:39)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)



x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2018



¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-36876

BABCOCK & WILCOX ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)



DELAWARE		47-2783641
(State or other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

20 SOUTH VAN BUREN AVENUE
BARBERTON, OHIO		44203
(Address of Principal Executive Offices)		(Zip Code)

Registrant's Telephone Number, Including Area Code: (330) 753-4511

Securities Registered Pursuant to Section 12(b) of the Act:



Title of each class		Name of each Exchange on which registered
Common Stock, $0.01 par value		New York Stock Exchange

Securities Registered Pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities

Act. Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the

Exchange Act. Yes ¨ No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein

and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by

reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.



Large accelerated filer	¨	Accelerated filer	x

Non-accelerated filer	¨	Smaller reporting company	¨

		Emerging growth company	¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extension transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No x

The aggregate market value of the registrant's common stock held by non-affiliates of the registrant on the last business

day of the registrant's most recently completed second fiscal quarter (based on the closing sales price on the New York Stock

Exchange on June 29, 2018 ) was approximately $242 million .

The number of shares of the registrant's common stock outstanding at March 6, 2019 was 168,846,903 .

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's proxy statement for the 2019 Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K.

BABCOCK & WILCOX ENTERPRISES, INC.

FORM 10-K

TABLE OF CONTENTS



		PAGE
	PART I
Item 1.	Business	4
Item 1A.	Risk Factors	12
Item 1B.	Unresolved Staff Comments	31
Item 2.	Properties	31
Item 3.	Legal Proceedings	32
	PART II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matter and Issuer Purchase of Equity Securities	32
Item 6.	Select Financial Data	34
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operation	34
	Overview	35
	Results of Operations - Years Ended December 31, 2018, 2017 and 2016	39
	Liquidity and Capital Resources	51
	Effects of Inflation and Changing Prices	58
	Critical Accounting Policies and Estimates	58
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	63
Item 8.	Consolidated Financial Statements and Supplemental Data	64
	Report of Independent Registered Public Accounting Firm	64
	Consolidated Statements of Operations for the Years Ended December 31, 2018, 2017 and 2016	65
	Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2018, 2017 and 2016	66
	Consolidated Balance Sheets for the Years Ended December 31, 2018 and 2017	67
	Consolidated Statement of Stockholders' (Deficit) Equity for the Years Ended December 31, 2018, 2017 and 2016	68
	Consolidated Statements of Cash Flows for the Years Ended December 31, 2018. 2017 and 2016	69
	Notes to Consolidated Financial Statements	71
Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure	133
Item 9A.	Controls and Procedures	133
	Disclosure Controls and Procedures	133
	Management's Report on Internal Control Over Financial Reporting	134
	Independent Auditor's Report on Internal Control over Financial Reporting	135
	Changes in Internal Control Over Financial Reporting	136
Item 9B.	Other Information	136
	PART III
Item 10.	Directors, Executive Officers and Corporate Governance	136
Item 11.	Executive Compensation	137
Item 12.	Security Ownership of Beneficial Owners and Related Stockholder Matters	138
Item 13.	Certain Relationships and Related Transactions, and Director Independence	138



Item 14.	Principal Accountant Fees and Services	138
	PART IV
Item 15.	Exhibits and Financial Statement Schedules	138
Item 16.	Form 10-K Summary	144
Signatures		144

PART I

ITEM 1. Business

In this annual report on Form 10-K, unless the context otherwise indicates, "B&W," "we," "us," the "Company" and "our" mean Babcock & Wilcox Enterprises, Inc. and its consolidated subsidiaries.

We are a leading technology-based provider of advanced steam production from fossil and renewable sources for power generation and other industrial and municipal applications, as well as related environmental equipment and aftermarket parts and services. We specialize in technology and engineering for power generation and various other industries, including the procurement, erection and specialty manufacturing of related equipment, and services, including:


•	high-pressure equipment for energy conversion, such as boilers fueled by coal, oil, bitumen, natural gas, and renewables including municipal solid waste and biomass fuels;


•	environmental control systems for both power generation and industrial applications to incinerate, filter, capture, recover and/or purify air, liquid and vapor-phase effluents from a variety of power generation and specialty manufacturing processes;


•	aftermarket support for the global installed base of operating plants with a wide variety of products and technical services including replacement parts, retrofit and upgrade capabilities, field engineering, construction, inspection, operations and maintenance, condition assessment and other technical support;


•	custom-engineered ash handling equipment, systems and replacement parts;


•	custom-engineered, comprehensive dry and wet cooling solutions for steam applications ; and


•	engineered-to-order services, products and systems for energy conversion worldwide and related auxiliary equipment, such as burners, pulverizers, soot blowers and ash and material handling systems.

Our overall activity depends significantly on the capital expenditures and operations and maintenance expenditures of global electric power generating companies, other steam-using industries and industrial facilities with environmental compliance needs. Several factors influence these expenditures, including:


•	prices for electricity, along with the cost of production and distribution including the cost of fuel within the United States or internationally;


•	demand for electricity and other end products of steam-generating facilities;


•	requirements for environmental improvements;


•	expectation of future requirements to further limit or reduce greenhouse gas and other emissions in the United States and internationally;


•	environmental policies which include waste-to-energy or biomass as options to meet legislative requirements and clean energy portfolio standards;


•	level of capacity utilization at operating power plants and other industrial uses of steam production;


•	requirements for maintenance and upkeep at operating power plants to combat the accumulated effects of usage;


•	overall strength of the industrial industry; and


•	ability of electric power generating companies and other steam users to raise capital.

Customer demand is heavily affected by the variations in our customers' business cycles and by the overall economies and energy, environmental and noise abatement needs of the countries in which they operate.

On June 8, 2015, the board of directors of The Babcock & Wilcox Company (now known as BWX Technologies, Inc.) ("BWXT" or the "former Parent") approved the spin-off of B&W through the distribution of shares of B&W common stock to holders of BWXT common stock. The distribution of B&W common stock was made on June 30, 2015 and consisted of one share of B&W common stock for every two shares of BWXT common stock to holders of BWXT common stock as of 5:00 p.m. New York City time on the record date, June 18, 2015. Cash was paid in lieu of any fractional shares of B&W common stock. On June 30, 2015, B&W became a separate publicly traded company, and BWXT did not retain any ownership interest in B&W. We filed our Form 10 describing the spin-off with the Securities and Exchange Commission, which was declared effective on June 16, 2015.

Going Concern Considerations

We face liquidity challenges from losses recognized on our six European Vølund loss contracts described in Note 7 to the Consolidated Financial Statements included in Item 8 , which caused us to be out of compliance with certain financial covenants and resulted in events of default in the agreements governing certain of our debt at each of December 31, 2017, March 31, 2018, June 30, 2018, September 30, 2018 and December 31, 2018. Our liquidity is provided under a credit agreement dated May 11, 2015, as amended, with a syndicate of lenders ("Amended Credit Agreement") that governs a revolving credit facility ("U.S. Revolving Credit Facility") and our last out term loan facility ("Last Out Term Loans"). The Amended Credit Agreement is described in more detail in Note 19 and Note 20 to the Consolidated Financial Statements included in Item 8 . We obtained waivers to the Amended Credit Agreement that temporarily waived, prevented or resolved these defaults as described in Note 19 and Note 31 to the Consolidated Financial Statements included in Item 8 . The most recent waiver extends through April 5, 2019 .

To address our liquidity needs and the going concern uncertainty, we:


•	raised gross proceeds of $248.4 million on April 30, 2018 through the rights offering as described in Note 22 to the Consolidated Financial Statements included in Item 8 (the "2018 Rights Offering");


•	repaid on May 4, 2018 the Second Lien Term Loan Facility described in Note 21 to the Consolidated Financial Statements included in Item 8 that had been in default beginning March 1, 2018;


•	completed the sale of our MEGTEC and Universal businesses on October 5, 2018, for $130 million , subject to adjustment, resulting in receipt of $112.0 million in cash, net of $22.5 million in cash sold with the businesses, and $7.7 million that was deposited in escrow pending final settlement of working capital and other customary matters;

•

completed the sale of Palm Beach Resource Recovery Corporation ("PBRRC"), a subsidiary that held two operations and maintenance contracts for waste-to-energy facilities in West Palm Beach, Florida, on September 17, 2018 for $45 million subject to adjustment, resulting in receipt of $38.9 million in cash and $4.9 million , which was deposited in escrow pending final settlement of working capital and other customary matters;


•	sold our equity method investments in Babcock & Wilcox Beijing Company, Ltd. ("BWBC"), a joint venture in China, and Thermax Babcock & Wilcox Energy Solutions Private Limited ("TBWES"), a joint venture in India, and settled related contractual claims, resulting in proceeds of $21.1 million in the second quarter of 2018 and $15.0 million in the third quarter of 2018, respectively;


•	sold another non-core business for $5.1 million in the first quarter of 2018;


•	initiated restructuring actions and other additional cost reductions since the second quarter of 2018 that are designed to save approximately $84 million annually;


•	received $30 million in net proceeds from Tranche A-1 of Last Out Term Loans, described in Note 20 to the Consolidated Financial Statements included in Item 8 , from B. Riley FBR, Inc., a related party, in September and October 2018 (Tranche A-1 was assigned to Vintage Capital Management LLC, another related party, on November 19, 2018);


•	received $10.0 million in net proceeds from Tranche A-2 of the Last Out Term Loans, described in Note 31 to the Consolidated Financial Statements included in Item 8 , from B. Riley Financial, Inc., a related party on March 20, 2019;


•	reduced uncertainty and provided better visibility into our future liquidity requirements by turning over four of the six European Vølund loss contracts to the customers and negotiating settlement of the remaining two loss contracts in the first quarter of 2019 as described in Note 7 to the Consolidated Financial Statements included in Item 8 ; and

•

entered into several amendments and waivers to avoid default and improve our liquidity under the terms of our Amended Credit Agreement as described in Note 31 to the Consolidated Financial Statements included in Item 8 , the most recent of which extends through April 5, 2019, unless earlier terminated, and waives our compliance with a number of covenants and events of default under, the Amended Credit Agreement.

Management believes it is taking all prudent actions to address the substantial doubt about our ability to continue as a going concern, but we cannot assert that it is probable that our plans will fully mitigate the liquidity challenges we face. We are currently dependent upon the waivers granted in our most recent limited waiver to maintain our current compliance with the covenants in the Amended Credit Agreement, and since March 20, 2019, we have also been nearly fully drawn on the U.S. Revolving Credit Facility, such that only minimal additional amounts were available for borrowings or letters of credit.

Based on our forecasts, we will require additional amendments to or waivers under the Amended Credit Agreement and additional financing to fund working capital and the settlements of two of our six European Vølund loss contracts described in Note 7 to the Consolidated Financial Statements included in Item 8 prior to April 5, 2019 to continue as a going concern. We are currently in active discussions with the lenders under the Amended Credit Agreement (including certain of our related parties) for additional financing, a waiver of our compliance with covenants in and events of default under the Amended Credit Agreement, a reduction of the minimum liquidity requirements that we must maintain, a reset of future financial covenant ratios and amendments to other covenant requirements in order to allow us to continue to operate as a going concern. Our current discussions have focused around the extension of additional Last Out Term Loans, primarily from related parties, in an amount necessary to fund the settlement of the European Vølund loss contracts and provide liquidity for our operations. In connection with these loans, we have also discussed seeking shareholder approval for a reverse stock split and various other matters that could result in substantial dilution to our shareholders not participating in this financing, such as a rights offering to repay a portion of these additional Last Out Term Loans, the exchange of a portion of our existing Last Out Term Loans for shares of common stock and the issuance of warrants with a de minimis strike price to lenders participating in these additional Last Out Term Loans or other parties. We also discussed whether, as part of any financing transaction, we would provide director nomination rights over some or even a substantial majority of our board of directors to two of the related parties involved in these financing efforts or whether we would add an event of default if we fail to refinance the U.S. Revolving Credit Facility within twelve months following the filing of this annual report. These discussions have not yet resulted, and may never result, in a binding commitment by our lenders. There can be no assurance that our lenders or any other person will commit to provide additional financing consistent with these discussions or at all. If we are able to obtain additional financing, it may be on terms substantially different from our current discussions described above, and may require additional or different commitments by us with regard to other actions we will or will not take. If we fail to obtain necessary financing on acceptable terms or otherwise obtain short-term capital and continuing waivers with approval from our existing lenders, we may be unable to continue operation as a going concern.

In addition to the discussions regarding additional financing described above, we continue to evaluate further dispositions, opportunities for additional cost savings and opportunities for insurance recoveries and other claims where appropriate and available.

NYSE Continued Listing Status

On November 27, 2018, we received written notification (the "NYSE Notice"), from the New York Stock Exchange (the "NYSE"), that we were not in compliance with an NYSE continued listing standard in Rule 802.01C of the NYSE Listed Company Manual because the average closing price of our common stock fell below $1.00 over a period of 30 consecutive trading days. We informed the NYSE that we intend to seek to cure the price condition by executing our strategic plan, which is expected to result in improved operational and financial performance that we expect will ultimately lead to a recovery of our common stock price. We can regain compliance with the minimum per share average closing price standard at any time during the six-month cure period if, on the last trading day of any calendar month during the cure period, we have (i) a closing share price of at least $1.00 and (ii) an average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of that month. We informed the NYSE that we are also prepared to consider a reverse stock split to cure the deficiency, should such action be necessary, subject to approval of our shareholders, at our next annual meeting. Our common stock could also be delisted if our average market capitalization over a consecutive 30 trading-day period is less than $15.0 million, in which case we would not have an opportunity to cure the deficiency, our common stock would be suspended from trading on the NYSE immediately, and the NYSE would begin the process to delist our common stock, subject to our right to appeal under NYSE rules. We cannot assure you that any appeal we undertake in these or other circumstances will be successful. While we are considering various options, it may take a significant effort to cure this deficiency and regain compliance with this continued listing standard, and there can be no assurance that we will be able to cure this deficiency or if we will cease to comply with another NYSE continued listing standard.

Business Segments

Our operations are assessed based on three reportable segments, Babcock & Wilcox, Vølund & Other Renewable and SPIG (formerly, the Power, Renewable and Industrial segments, respectively).

Babcock & Wilcox segment

Our Babcock & Wilcox segment (formerly the Power segment) focuses on the supply of, and aftermarket services for, steam-generating, environmental, and auxiliary equipment for power generation and other industrial applications, which includes a

comprehensive mix of new build, OEM and aftermarket products and services to support peak efficiency and availability of steam generating and associated environmental and auxiliary equipment, serving large steam generating utility and industrial customers globally.

The Babcock & Wilcox segment provides a full suite of product and service offerings including engineering, procurement, specialty manufacturing, construction and commissioning of new and retrofit utility boilers and industrial boilers fired with coal and natural gas. Our boiler products include advanced supercritical boilers, subcritical boilers, fluidized bed boilers, chemical recovery boilers, industrial power boilers, package boilers, heat recovery steam generators and waste heat boilers.

Our environmental systems offerings include air pollution control products and related equipment for the treatment of nitrogen oxides, sulfur dioxide, fine particulate, mercury, acid gases and other hazardous air emissions. These include wet and dry flue gas desulfurization systems, catalytic and non-catalytic nitrogen oxides reduction systems, low nitrogen oxides burners and overfire air systems, fabric filter baghouses, wet and dry electrostatic precipitators, mercury control systems and dry sorbent injection for acid gas mitigation.

Our aftermarket products and services include replacement parts, field technical services, retrofit and upgrades, fuel switching and repowering contracts, construction and maintenance services, start-up and commissioning, training programs and plant operations and maintenance for our full complement of boiler, environmental and auxiliary equipment. Our auxiliary equipment includes boiler cleaning equipment and material handling equipment. We provide aftermarket parts and services both for our own installed base as well as for competitors' equipment.

The segment also receives license fees and royalty payments through licensing agreements of our proprietary technologies.

While opportunities to increase revenues in the segment are limited, we are striving to grow margins by:


•	maintaining our strong service presence in support of our installed fleet of steam generation equipment and expanding support of others' OEM equipment;


•	selectively bidding contracts in emerging international markets needing state-of-the-art technology for fossil power generation and environmental systems;


•	growing sales of industrial steam generation products in the petrochemical and pulp & paper markets, such as heat recovery, environmental control systems, natural gas and oil-fired package boilers, due in part to lower fuel prices; and


•	reducing costs through a focus on operational efficiencies.

Previously, our operations in the Babcock & Wilcox segment included joint ventures that were accounted for using the equity method. In 2018, we sold our interest in our Chinese joint venture, Babcock & Wilcox Beijing Company, Ltd. ("BWBC"), and our interest in our Indian joint venture, Thermax Babcock & Wilcox Energy Solutions Private Limited. In 2016, we sold all of our interest in our former Australian joint venture, Halley & Mellowes Pty. Ltd. ("HMA"). As of December 31, 2018, we do not have any remaining investments in equity method investees. See further discussion of these former operations and the sale transactions in Note 13 to the Consolidated Financial Statements included in Item 8 to this annual report.

Vølund & Other Renewable segment

Our Vølund & Other Renewable segment (formerly the Renewable segment) provides steam-generating systems, environmental and auxiliary equipment for the waste-to-energy and biomass power generation industries, and plant operations and maintenance services for our full complement of systems and equipment. We deliver these products and services to a large base of customers primarily in Europe through our extensive network of technical support personnel and global sourcing capabilities. Our customers consist of traditional, renewable and carbon neutral power utility companies that require steam generation and environmental control technologies to enable beneficial use of municipal waste and biomass. This segment's activity is dependent on the demand for electricity and reduced landfill use, and ultimately the capacity utilization and associated operations and maintenance expenditures of waste-to-energy power generating companies and other industries that use steam to generate energy.

In 2017, we redefined our approach to bidding on and executing renewable energy contracts. Under our new model, we are focusing on engineering and supplying our core waste-to-energy and renewable energy technologies - steam generation, combustion grate, environmental equipment, material handling, and cooling condensers - while partnering with other firms to execute the balance of plant and civil construction scope on contracts we pursue. We believe the new market approach is

better aligned with our core competencies and risk-profile as a supplier of engineered equipment and technologies and aftermarket services.

Globally, efforts to reduce the environmental impact of burning fossil fuels may create opportunities for us as existing generating capacity is replaced with cleaner technologies. We expect backlog growth in the future, primarily from renewable waste-to-energy contracts, as we continue to see numerous opportunities around the globe, although the rate of this growth is dependent on many external factors.

Our Vølund & Other Renewable segment also includes Loibl, a global supplier and manufacturer of material solutions, from single belt conveyors to complex bulk material handling systems. Loibl serves a wide range of industrial and utility customers.

On September 17, 2018, we sold all of the issued and outstanding capital stock of Palm Beach Resource Recovery Corporation ("PBRRC"), a subsidiary that held two operations and maintenance contracts for waste-to-energy facilities in West Palm Beach, Florida. See further discussion in Note 5 to the Consolidated Financial Statements included in Item 8 to this annual report.

SPIG segment

At December 31, 2018 , our SPIG segment was formerly part of the Industrial segment and is comprised of our SPIG business. We acquired SPIG S.p.A. ("SPIG") on July 1, 2016. SPIG provides custom-engineered cooling systems, services and aftermarket products. SPIG’s product offerings include air-cooled (dry) cooling systems, mechanical draft wet cooling towers and natural draft wet cooling hyperbolic towers. SPIG also provides end-to-end aftermarket services, including spare parts, upgrades and revamping of existing installations and remote monitoring. SPIG's comprehensive dry and wet cooling solutions and aftermarket products and services are primarily provided to the power generation industry, including natural gas-fired and renewable energy power plants, and downstream oil and gas, petrochemical and other industrial end markets in the Europe, the Middle East and the Americas. SPIG's activity is dependent primarily on global energy demand from utilities and other industrial plants, regulatory requirements, water scarcity and energy efficiency needs.

We see opportunities for growth in revenues from core products and geographies in the SPIG segment relating to a variety of factors. Our new equipment customers make purchases as part of major capacity expansions, to replace existing equipment, or in response to regulatory initiatives. Additionally, our significant installed base provides a consistent and recurring aftermarket stream of parts, retrofits and services.

On October 5, 2018, we sold all of the capital stock of our MEGTEC and Universal businesses to Dürr Inc., a wholly owned subsidiary of Dürr AG, pursuant to a stock purchase agreement executed on June 5, 2018. The MEGTEC and Universal businesses are classified as discontinued operations because the disposal represents a strategic shift that had a major effect on our operations; they were previously included in our Industrial segment, which has been renamed the SPIG segment because SPIG is the remaining business of the former Industrial segment. See further discussion in Note 4 to the Consolidated Financial Statements included in Item 8 to this annual report.

Contracts

We execute our contracts through a variety of methods, including fixed-price, cost-plus, target price cost incentive, cost-reimbursable or some combination of these methods. Contracts are usually awarded through a competitive bid process. Factors that customers may consider include price, technical capabilities of equipment and personnel, plant or equipment availability, efficiency, safety record and reputation.

Fixed-price contracts are for a fixed selling price to cover all costs and any profit element for a defined scope of work. Fixed-price contracts entail more risk to us because they require us to predetermine both the quantities of work to be performed and the costs associated with executing the work.

We have contracts that extend beyond one year. Most of our long-term contracts have provisions for progress payments. We attempt to cover anticipated increases in labor, material and service costs of our long-term contracts either through an estimate of such changes, which is reflected in the original price, or through risk-sharing mechanisms, such as escalation or price adjustments for items such as labor and commodity prices. In the event of a contract deferral or cancellation without cause, we generally would be entitled to recover costs incurred, settlement expenses and profit on work completed prior to

deferral or termination. Significant or numerous cancellations could adversely affect our business, financial condition, results of operations and cash flows.

From time to time, we partner with other companies to better meet the needs of our customers, which can result in project-related joint venture entities or other contractual arrangements. While we carefully select our partners in these arrangements, they can subject us to risks that we may not be able to fully control and may include joint and several liability. An example of this includes BWL Energy Ltd., which was formed to complete the construction of a waste wood fired boiler contract in the United Kingdom (the fifth European Vølund loss contract described in Note 7 to the Consolidated Financial Statements included in Item 8 ). This joint venture combined our expertise in the waste-to-energy power plant design, engineering, procurement and construction with our partner's civil construction capability to provide a full turnkey product to our customer. However, our partner in BWL Energy Ltd filed for administration (similar to bankruptcy in the U.S.) in late February 2018, and we were required to assume our partner's scope of work.

We generally recognize our contract revenues and related costs over time using the cost-to-cost input method that uses costs incurred to date relative to total estimated costs at completion to measure progress toward satisfying our performance obligations. Accordingly, we review contractual sales price and cost estimates regularly as the work progresses and reflect adjustments in profit proportionate to the percentage-of-completion in the period when we revise those estimates. To the extent that these adjustments result in a reduction or an elimination of previously reported profits with respect to a contract, we would recognize a charge against current earnings, which could be material.

See further description of risks related to our contracting in Risks Relating to Our Industry and Our Business of our risk factors in Item 1A to this annual report.

Our arrangements with customers frequently require us to provide letters of credit, bid and performance bonds or guarantees to secure bids or performance under contracts, which may involve providing cash collateral or other contract security that we may not be able to provide.

Other sales, such as parts and certain aftermarket service activities, are not in the form of long-term contracts, and we recognize revenues as goods are delivered and work is performed. See further discussion in Note 7 to the Consolidated Financial Statements included in Item 8 to this annual report.

Foreign Operations

Our operations in Denmark provide comprehensive services to companies in the waste-to-energy and biomass energy sector of the power generation market, primarily in Europe. Our operations in Italy provide custom-engineered comprehensive wet and dry cooling solutions and aftermarket parts and services to the power generation industry including natural gas-fired and renewable energy power plants, as well as downstream oil and gas, petrochemical and other industrial end markets in Europe, the Middle East and the Americas. Our operations in Scotland and China primarily provide boiler cleaning technologies and systems (such as sootblowers), primarily to Europe and China, respectively. Our operations in Germany provide a variety of ash and material handling solutions, from completely dry bottom ash handling to fly ash and petroleum coke processing to customers worldwide . Our Canadian operations serve the Canadian industrial power, oil production and electric utility markets. We have manufacturing facilities in Mexico to serve global markets. We also own a manufacturing facility in China that produces tube bundles for our cooling solutions.

Historically, our joint ventures in China and India served the power generation needs of their local domestic and other utility markets, and both joint ventures participated as manufacturing partners on certain of our foreign contracts. In 2018, we sold our joint venture interests of BWBC and TWBES, located in China and India, respectively.

The functional currency of our foreign operating entities is not the United States dollar, and as a result, we are subject to exchange rate fluctuations that impact our financial position, results of operations and cash flows.

For additional information on the geographic distribution of our revenues, see Note 6 to our Consolidated Financial Statements included in Item 8 to this annual report.

Customers

We provide our products and services to a diverse customer base that includes utilities and other power producers located around the world. We have one customer, Southern Company, which accounted for $138.1 million or 13.0% of our consolidated revenue for the year ended December 31, 2018. We have no customers that individually accounted for more than 10% of our consolidated revenues in the years ended December 31, 2017 , or 2016 .

Competition

With over 150 years of experience, we have supplied highly engineered energy and environmental equipment in over 90 countries. We have a competitive advantage in our experience and technical capability to reliably convert a wide range of fuels to steam. Our strong, installed base around the globe also yields competitive advantages, although our markets are highly competitive and price sensitive. We compete with a number of domestic and foreign companies specializing in power generation, environmental, and cooling systems and services. Each segment's primary competitors are summarized as follows:



Babcock & Wilcox segment	Vølund & Other Renewable segment	SPIG segment
GE	CNIM Group	Hamon
Babcock Power	Hitachi Zosen	Enexio
Clyde Bergemann	Martin	Kelvion
Enerfab	Keppel Seghers	Paharpur
MH Power Systems	Valmet	Evapco
AECom	Andritz	SPX Corporation

Across each of our segments, we also compete with a variety of engineering and construction companies related to installation of steam generating systems and environmental control equipment; specialized industrial equipment; and other suppliers of replacement parts, repair and alteration services and other services required to retrofit and maintain existing steam generating systems. The primary bases of competition are price, technical capabilities, quality, timeliness of performance, breadth of products and services and willingness to accept contract risks.

Raw Materials and Suppliers

Our operations use raw materials such as carbon and alloy steels in various forms and components and accessories for assembly, which are available from numerous sources. We generally purchase these raw materials and components as needed for individual contracts. We do not depend on a single source of supply for any significant raw materials. Although shortages of some raw materials have existed from time to time, no serious shortage exists at the present time.

Employees

At December 31, 2018, we had approximately 4,000 employees worldwide. Of our hourly employees, approximately 600 are union-affiliated, covered by four union agreements related to active facilities in Mexico, the United States of America, the United Kingdom, and Canada. Two of our union agreements expire in 2019 and one expires in 2020, and we are actively negotiating one new agreement. We consider our relationships with our employees and unions to be in good standing.

Patents and Licenses

We currently hold a large number of United States and foreign patents and have patent applications pending. We have acquired patents and technology licenses and granted technology licenses to others when we have considered it advantageous for us to do so. Although in the aggregate our patents and licenses are important to us, we do not regard any single patent or license or group of related patents or licenses as critical or essential to our business as a whole. In general, we depend on our technological capabilities and the application of know-how, rather than patents and licenses, in the conduct of our various businesses.

Research and Development Activities

Permits and Licenses

We are required by various governmental and quasi-governmental agencies to obtain certain permits, licenses and certificates with respect to our operations. The kinds of permits, licenses and certificates required in our operations depend upon a number of factors. We are not aware of any material noncompliance and believe our operations and certifications are currently in compliance with all relevant permits, licenses and certifications.

Environmental

We have been identified as a potentially responsible party at various cleanup sites under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"). CERCLA and other environmental laws can impose liability for the entire cost of cleanup on any of the potentially responsible parties, regardless of fault or the lawfulness of the original conduct. Generally, however, where there are multiple responsible parties, a final allocation of costs is made based on the amount and type of wastes disposed of by each party and the number of financially viable parties, although this may not be the case with respect to any particular site. We have not been determined to be a major contributor of wastes to any of these sites. On the basis of our relative contribution of waste to each site, we expect our share of the ultimate liability for the various sites will not have a material adverse effect on our consolidated financial condition, results of operations or cash flows in any given year.

Executive Officers of Registrant

For a listing of our executive officers, see Part III, Item 10 of this annual report, which information is incorporated herein by reference.

***** Cautionary Statement Concerning Forward-Looking Information *****

This annual report, including Management's Discussion and Analysis of Financial Condition and Results of Operations, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. You should not place undue reliance on these statements. Statements that include the words "expect," "intend," "plan," "believe," "project," "forecast," "estimate," "may," "should," "anticipate" and similar statements of a future or forward-looking nature identify forward-looking statements.

These forward-looking statements address matters that involve risks and uncertainties and include statements that reflect the current views of our senior management with respect to our financial performance and future events with respect to our business and industry in general. There are or will be important factors that could cause our actual results to differ materially from those indicated in these statements. If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate. Differences between actual results and any future performance suggested in our forward-looking statements could result from a variety of factors, including the following: our ability to continue as a going concern; our ability to obtain and maintain sufficient financing to provide liquidity to meet our business objectives, surety bonds, letters of credit and similar financing; our ability to satisfy or obtain waivers of the liquidity and other requirements under the Amended Credit Agreement; our ability to pay all pending amounts under the negotiated settlement of the final two European Vølund loss contracts and obtain a waiver of the termination and rejection clauses contained in these contracts; the highly competitive nature of our businesses; general economic and business conditions, including changes in interest rates and currency exchange rates; general developments in the industries in which we are involved; cancellations of and adjustments to backlog and the resulting impact from using backlog as an indicator of future earnings; our ability to perform contracts on time and on budget, in accordance with the schedules and terms established by the applicable contracts with customers; failure by third-party subcontractors, partners or suppliers to perform their obligations on time and as specified; our ability to realize anticipated savings and operational benefits from our restructuring plans, and other cost-savings initiatives; our ability to successfully address remaining items

and any warranty obligations within our accrued estimated costs for our Vølund & Other Renewable segment; our ability to successfully partner with third parties to win and execute contracts within the Vølund & Other Renewable segment; changes in our effective tax rate and tax positions, including any limitation on our ability to use our net operating loss carryforwards and other tax assets as a result of an "ownership change" under Section 382 of the Internal Revenue Code; our ability to maintain operational support for our information systems against service outages and data corruption, as well as protection against cyber-based network security breaches and theft of data; our ability to protect our intellectual property and renew licenses to use intellectual property of third parties; our use of the percentage-of-completion method to recognize revenue over time; our ability to successfully manage research and development projects and costs, including our efforts to successfully develop and commercialize new technologies and products; the operating risks normally incident to our lines of business, including professional liability, product liability, warranty and other claims against us; changes in, or our failure or inability to comply with, laws and government regulations; actual of anticipated changes in governmental regulation, including trade and tariff policies; difficulties we may encounter in obtaining regulatory or other necessary permits or approvals; changes in, and liabilities relating to, existing or future environmental regulatory matters; changes in actuarial assumptions and market fluctuations that affect our net pension liabilities and income; potential violations of the Foreign Corrupt Practices Act; our ability to successfully compete with current and future competitors; the loss of key personnel and the continued availability of qualified personnel; our ability to negotiate and maintain good relationships with labor unions; changes in pension and medical expenses associated with our retirement benefit programs; social, political, competitive and economic situations in foreign countries where we do business or seek new business; the possibilities of war, other armed conflicts or terrorist attacks; the willingness of customers and suppliers to continue to do business with us on reasonable terms and conditions as well as our ability to successfully consummate strategic alternatives for non-core assets, if we determine to pursue them; and our ability to maintain the listing of our common stock on the NYSE. These factors include the cautionary statements included in this report and the factors set forth under Part I, Item 1A "Risk Factors" in this annual report.

These factors are not necessarily all the factors that could affect us. We assume no obligation to revise or update any forward-looking statement included in this annual report for any reason, except as required by law.

Available Information

Our website address is www.babcock.com . We make available through the Investor section of this website under "Financial Information," free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, our proxy statement, statements of beneficial ownership of securities on Forms 3, 4 and 5 and amendments to those reports as soon as reasonably practicable after we electronically file those materials with, or furnish those materials to, the Securities and Exchange Commission (the "SEC"). In addition, the SEC maintains a website at www.sec.gov that contains reports, proxy and annual reports, and other information regarding issuers that file electronically with the SEC. We have also posted on our website our: Corporate Governance Principles; Code of Business Conduct; Code of Ethics for our Chief Executive Officer and Senior Financial Officers; Board of Directors Conflicts of Interest Policies and Procedures; Management, Board Members and Independent Director Contact Information; Amended and Restated By-laws; charters for the Audit & Finance, Governance, Compensation and Safety & Security Committees of our Board; and Modern Slavery Transparency Statement.

Item 1A. Risk Factors

You should carefully consider each of the following risks and all of the other information contained in this annual report. If any of these risks develop into actual events, our business, financial condition, results of operations or cash flows could be materially adversely affected by any of these risks, and, as a result, the trading price of our common stock could decline.

Risks Relating to Our Industry and Our Business

We are in immediate need of additional financing to continue as a going concern. Current ongoing discussions with our lenders (including certain of our related parties) to secure additional financing may result in substantial additional indebtedness and significant dilution to our existing shareholders.

We have experienced losses from operations in each of the past three years, have had negative operating cash flows during the years ended December 31, 2018 and 2017 and are dependent on our ability to raise capital in the timeframe required in our Amended Credit Agreement to refinance prior to its maturity and in order to avoid an event of default under the Amended Credit Agreement. Since June 2016 and with increasing frequency since December 2018, we have entered into a number of amendments and waivers to the Amended Credit Agreement, which governs our U.S. Revolving Credit Facility and Last Out

Term Loans, to, among other things, provide relief or waiver under certain financial and other covenants and to waive certain events of default thereunder. Since March 20, 2019, we have been nearly fully drawn on the U.S. Revolving Credit Facility, minimal additional amounts were available for borrowings or letters of credit, and we were in compliance with the terms of the Amended Credit Agreement subject to the limited waivers that cumulatively extend through 5:00 p.m., New York City time, on April 5, 2019 , as described in Going Concern Considerations in Item 1.

We will require additional amendments to or waivers under the Amended Credit Agreement and additional financing to fund working capital and the settlements of two of our six European Vølund loss contracts prior to April 5, 2019 to continue as a going concern. As described in Going Concern Considerations in Item 1, we are currently in active discussions with the lenders under the Amended Credit Agreement (including certain of our related parties) for additional financing, a waiver of our compliance with covenants in and events of default under the Credit Agreement, a reduction of the minimum liquidity requirements that we must maintain, a reset of future financial covenant ratios and amendments to other covenant requirements in order to allow us to continue to operate as a going concern. Our current discussions have focused around the extension of additional Last Out Term Loans, primarily from related parties, in an amount necessary to fund the settlement of the European Vølund loss contracts and provide liquidity for our operations. In connection with these loans, we have also discussed seeking shareholder approval for a reverse stock split and various other matters that could result in substantial dilution to our shareholders not participating in this financing, such as a rights offering to repay a portion of these additional Last Out Term Loans, the exchange of a portion of our existing Last Out Term Loans for shares of common stock and the issuance of warrants with a de minimis strike price to lenders participating in these additional Last Out Term Loans or other parties. We also discussed whether, as part of any financing transaction, we would provide director nomination rights over some or even a substantial majority of our board of directors to two of the related parties involved in these financing efforts or whether we would add an event of default if we fail to refinance the U.S. Revolving Credit Facility within twelve months following the filing of this annual report. These discussions have not yet resulted, and may never result, in a binding commitment by our lenders. There can be no assurance that our lenders or any other person will commit to provide additional financing consistent with these discussions or at all. If we are able to obtain additional financing, it may be on terms substantially different from our current discussions described above, and may require additional or different commitments by us with regard to other actions we will or will not take. If we fail to obtain necessary financing on acceptable terms or otherwise obtain short-term capital and continuing waivers with approval from our existing lenders, we may be unable to continue operation as a going concern. .

Further, even if we obtain additional financing as a result of these discussions or otherwise, there can be no assurance that our plan to improve our financial position will be successful or that we will be able to obtain additional capital in the future on commercially reasonable terms or at all or otherwise comply with the covenants contained in the Credit Agreement. As a result, our liquidity and ability to timely pay our obligations when due would be adversely affected. Absent additional waivers from the lenders under our Credit Agreement, our lenders could declare all debt outstanding under the Credit Agreement as immediately due and payable. Furthermore, our creditors may resist renegotiation or lengthening of payment and other terms through legal action or otherwise. If we fail to obtain necessary financing on acceptable terms or otherwise obtain short-term capital with approval from our existing lenders or if we are not able to timely, successfully or efficiently implement the strategies that we are pursuing to improve our operating performance and financial position and comply with the covenants under the Credit Agreement, we may not have sufficient liquidity to sustain operations and to continue as a going concern and we could be required to reorganize our company in its entirety, including through bankruptcy proceedings.

If we obtain financing on the terms currently contemplated above, our shareholders would experience significant dilution as a result of the shares of common stock we would issue in the rights offering, the exchange of Last Out Term Loans for common stock and the exercise of the warrants that will be issued. This dilution, or the perception that it may occur, could materially reduce the market price for our common stock. Further, each contemplated issuance of common stock requires shareholder approval that we may be unable to obtain. If we fail to obtain shareholder approval in a timely manner or at all, we may be subject to increased interest rates or other adverse consequences under the final terms of the additional Last Out Term Loans.

These contemplated issuances of common stock will also likely result in an “ownership change” under Section 382 of the Internal Revenue Code. As a result, our ability to use our net operating losses and certain tax credit to reduce future tax payments will likely be limited, which could materially and adversely impact our future results of operations as discussed in detail below.

In addition, certain of our shareholders could exert significant power and control over us and our subsidiaries as a result of the director nomination rights being contemplated as part of the financing contemplated above, including the power to nominate and elect a substantial majority of our directors, set our management policies and exercise overall control over the

Company and subsidiaries. The interests of such significant shareholders may differ from our interests or those of our other shareholders and the concentration of control in our significant shareholders will limit other shareholders’ ability to influence corporate matters. The concentration of ownership and voting power of our significant shareholders may also delay, defer or even prevent an acquisition by a third party or other change of control of the Company and may make some transactions more difficult or impossible without the support of our significant shareholders, even if such events are perceived by the other shareholders as being in their best interest.

Our Amended Credit Agreement, which governs our U.S. Revolving Credit Facility and out Last Out Term Loans, could restrict our operations or result in an event of default if existing waivers under the U.S. Revolving Credit Facility are not extended.

The terms of our Amended Credit Agreement impose various restrictions and covenants on us that could have adverse consequences, including limiting our:


•	flexibility in planning for, or reacting to, changes in our business or economic, regulatory and industry conditions;


•	ability to invest in joint ventures or acquire other companies;


•	ability to sell assets;


•	ability to pay dividends to our shareholders;


•	ability to repurchase shares of our common stock;


•	ability to borrow additional funds; and


•	ability to issue additional letters of credit.

In addition, our Amended Credit Agreement requires us to satisfy and maintain specified financial ratios. Our ability to meet those financial ratios can be affected by events beyond our control, and no assurance can be provided that we will continue to meet the financial ratios. The covenants of our Amended Credit Agreement also limit the amount of additional contract charges that we are able to incur on specific European Vølund contracts and require us to deliver those contracts by specified dates. In the past, we have been forced to request amendments to the covenants of the Amended Credit Agreement and no assurance can be provided that we will be able to perform under these covenants in the future.

Effective October 11, 2018, our U.S. Revolving Credit Facility is limited to $347.0 million of borrowings or letters of credit under that facility, and as of December 31, 2018, we had approximately $25.0 million available. Since March 20, 2019, we have been nearly fully drawn on the U.S. Revolving Credit Facility, minimal additional amounts were available for borrowings or letters of credit, and we were in compliance with the terms of the Amended Credit Agreement subject to the limited waivers that cumulatively extend through 5:00 p.m., New York City time, on April 5, 2019 , as described in Going Concern Considerations in Item 1.

Our ability to comply with the covenants and restrictions contained in our Amended Credit Agreement may be affected by events beyond our control, including prevailing macroeconomic, financial and industry conditions. If market or other macroeconomic conditions deteriorate, our ability to comply with these covenants may be impaired. In particular, if the limited waivers expire on April 5, 2019 without an amendment of the Amended Credit Agreement or extension of the limited waivers, we will be in default of our obligations under the Amended Credit Agreement. Even if we are able to obtain additional financing and amendments of the Amended Credit Agreement, we may be unable to comply with the amended covenants in the future. Expiration of the limited waivers or further breach of any of the covenants in the Amended Credit Agreement could result in an event of default under our U.S. Revolving Credit Facility, and we would not be able to access our credit facility for additional borrowings and letters of credit while any default exists. Upon the occurrence of such an event of default, all amounts outstanding under our U.S. Revolving Credit Facility and our Last Out Term Loans could be declared to be immediately due and payable and all applicable commitments to extend further credit could be terminated. If indebtedness under our Amended Credit Agreement is accelerated, there can be no assurance that we will have sufficient assets to repay the indebtedness. The operating and financial restrictions and covenants in our Amended Credit Agreement and any future financing agreements may adversely affect our ability to finance future operations or capital needs or to engage in other business activities.

Our customers, suppliers, vendors, employees and other third parties with whom we do business may react negatively to the substantial doubt about our ability to continue as a going concern.

Our customers, suppliers, vendors, employees and other third parties with whom we do business may react negatively to the substantial doubt about our ability to continue as a going concern. The inclusion of a "going concern" explanatory paragraph in the auditor's report covering our audited Consolidated Financial Statements contained in this annual report may only heighten these concerns about our financial viability and may discourage existing or new customers, suppliers, vendors and other third parties from entering into business relationships with us on terms that we find acceptable or at all, including by demanding the posting of additional standby letters of credit or surety bonds before engaging in business with us. We may also have difficulty in retaining and attracting employees as a result of these concerns. As a result, our management team may need to address these concerns with these various constituencies, which may divert their attention from other important business activities. These adverse reactions by each of these groups of constituencies may further impair our financial condition in a re-enforcing cycle. All of these risks could materially and adversely affect our ability to continue operating as a going concern and we could be required to reorganize our company in its entirety, including through bankruptcy proceedings.

Maintaining adequate bonding and letter of credit capacity is necessary for us to successfully complete, bid on and win various contracts.

In line with industry practice, we are often required to post standby letters of credit and surety bonds to support contractual obligations to customers as well as other obligations. These letters of credit and bonds generally indemnify customers should we fail to perform our obligations under the applicable contracts. If a letter of credit or bond is required for a particular contract and we are unable to obtain it due to insufficient liquidity or other reasons, we will not be able to pursue that contract, or we could default on contracts that are underway or that have been awarded. We utilize bonding facilities, but, as is typically the case, the issuance of bonds under each of those facilities is at the surety's sole discretion. Moreover, due to events that affect the insurance and bonding and credit markets generally, bonding and letters of credit may be more difficult to obtain in the future or may only be available at significant additional cost. There can be no assurance that letters of credit or bonds from sources outside of our contractually committed U.S. Revolving Credit Facility will continue to be available to us on reasonable terms, and which may reduce the borrowing capacity under our U.S. Revolving Credit Facility. In addition, the inclusion of a "going concern" explanatory paragraph in the auditor's report covering our audited Consolidated Financial Statements contained in this annual report may prevent us from obtaining bonding and letters of credit from sources outside of our contractually committed Amended Credit Agreement on reasonable terms, or at all. Our inability to obtain or maintain adequate letters of credit and bonding and, as a result, to bid on new work could have a material adverse effect on our business, financial condition and results of operations. The aggregate value of all such letters of credit and bank guarantees opened outside of the U.S. Revolving Credit Facility as of December 31, 2018 and December 31, 2017 was $175.9 million and $269.1 million , respectively. The aggregate value of all such letters of credit and bank guarantees that are partially secured by the U.S. Revolving Credit Facility as of December 31, 2018 was $80.2 million . The aggregate value of the letters of credit provided by the U.S. Revolving Credit Facility in support of letters of credit outside of the United States was $47.6 million as of December 31, 2018.

We have posted surety bonds to support contractual obligations to customers relating to certain contracts. We utilize bonding facilities to support such obligations, but the issuance of bonds under those facilities is typically at the surety's discretion. These bonds generally indemnify customers should we fail to perform our obligations under the applicable contracts. We, and certain of our subsidiaries, have jointly executed general agreements of indemnity in favor of surety underwriters relating to surety bonds those underwriters issue in support of some of our contracting activity. As of December 31, 2018 , bonds issued and outstanding under these arrangements in support of contracts totaled approximately $202.7 million . The aggregate value of all surety bonds that are partially secured by the U.S. Revolving Credit Facility as of December 31, 2018 was $75.8 million. The aggregate value of the letters of credit provided by the U.S. Revolving Credit facility in support of surety bonds was $22.6 million.

Our evaluation of strategic alternatives for certain businesses and non-core assets may not be successful.

We continue to evaluate strategic alternatives for our business lines and assets to improve the company's capital structure. There can be no assurance that these on-going strategic evaluations will result in the identification or consummation of any transaction. We may incur substantial expenses associated with identifying and evaluating potential strategic alternatives. The process of exploring strategic alternatives may be time consuming and disruptive to our business operations, and if we are unable to effectively manage the process, our business, financial condition and results of operations could be adversely

affected. We also cannot assure that any potential transaction or other strategic alternative, if identified, evaluated and consummated, will prove to be beneficial to shareholders. Any potential transaction would be dependent upon a number of factors that may be beyond our control, including, among other factors, market conditions, industry trends, the interest of third parties in our business, the availability of financing to potential buyers on reasonable terms, and the consent of our lenders.

In addition, while this strategic evaluation continues, we are exposed to risks and uncertainties, including potential difficulties in retaining and attracting key employees, distraction of our management from other important business activities, and potential difficulties in establishing and maintaining relationships with customers, suppliers, lenders, sureties and other third parties, all of which could harm our business.

We are subject to risks associated with contractual pricing in our industry, including the risk that, if our actual costs exceed the costs we estimate on our fixed-price contracts, our profitability will decline, and we may suffer losses.

We are engaged in a highly competitive industry, and we have priced a number of our contracts on a fixed-price basis. Our actual costs could exceed our projections We attempt to cover the increased costs of anticipated changes in labor, material and service costs of long-term contracts, either through estimates of cost increases, which are reflected in the original contract price, or through price escalation clauses. Despite these attempts, however, the cost and gross profit we realize on a fixed-price contract could vary materially from the estimated amounts because of supplier, contractor and subcontractor performance, changes in job conditions, variations in labor and equipment productivity and increases in the cost of labor and raw materials, particularly steel, over the term of the contract. These variations and the risks generally inherent in our industry may result in actual revenues or costs being different from those we originally estimated and may result in reduced profitability or losses on contracts. Some of these risks include:


•	difficulties encountered on our large-scale contracts related to the procurement of materials or due to schedule disruptions, equipment performance failures, engineering and design complexity, unforeseen site conditions, rejection clauses in customer contracts or other factors that may result in additional costs to us, reductions in revenue, claims or disputes;


•	our inability to obtain compensation for additional work we perform or expenses we incur as a result of our customers or subcontractors providing deficient design or engineering information or equipment or materials;


•	requirements to pay liquidated damages upon our failure to meet schedule or performance requirements of our contracts; and


•	difficulties in engaging third-party subcontractors, equipment manufacturers or materials suppliers or failures by third-party subcontractors, equipment manufacturers or materials suppliers to perform could result in contract delays and cause us to incur additional costs.

We have recently experienced these risks with several large loss contracts in the Vølund & Other Renewable segment and the SPIG segment. We have also been previously awarded a bid for a project of similar scope to these other large loss contracts in the Vølund & Other Renewable segment, where the customer has experienced challenges in obtaining governmental approvals, and where our civil construction partner for this project entered into administration earlier this year (similar to filing for bankruptcy in the U.S.). We have not been provided a notice to proceed on this proposed project, and accordingly, it is not included in our backlog; therefore, we do not currently have any performance obligations related thereto, and any such obligations may never arise. As of April 2, 2019, we had negotiated to withdraw from this previously awarded bid of a renewable energy plant project in the United Kingdom, subject to certain pending terms; our inability to satisfy the terms of the withdrawal could have a material adverse effect on our results of operations if we were required to proceed with the contract and were unable to perform within the price bid.

Our contractual performance may be affected by third parties' and subcontractors' failure to meet schedule, quality and other requirements on our contracts, which could increase our costs, scope, technical difficulty or in extreme cases, our ability to meet contractual requirements.

We conduct significant portions of our business by engaging in long-term contracts related to highly complex, customized equipment or facilities for electrical generation, industrial processes, and/or environmental compliance. The complexity of these contracts generally necessitates the participation of others, including subcontractors, equipment or part manufacturers, partner companies, other companies with whom we do not have contractual relationships, customers, financing organizations, regulators and others. While we endeavor to limit our liability to matters within our control, not all scenarios can be foreseen, and we may become subject to the risk of others’ performance that may or may not be within our control or influence.

Delays, changes or failures of others, including subcontractors, could subject us to additional costs, delays, technical specification changes, contractual penalties or other matters for which we may be unable to obtain compensation, or compensation may not be sufficient. In extreme cases, the direct or indirect effects of such matters may cause us to be unable to fulfill our contractual requirements.

For example, we have had contracts to construct several renewable energy plants in the United Kingdom. These contracts have suffered delays, additional costs and contractual penalties. The complexity of these contracts required us to subcontract matters, such as structural engineering, to other companies that have the appropriate technical expertise. In September 2017, a structural steel issue was discovered at one of these plants, which management believes is the result of an engineering error by a subcontractor. The failure resulted in work being stopped at the plant with the failure and at two other plants under construction where failure had not occurred, but had used a similar design by the same subcontractor. In each case, additional engineering analysis and remediation was required, resulting in additional costs, schedule delays and contractual penalties, all of which were significantly greater at the plant where failure occurred. Through December 31, 2018, $37 million of additional costs had been recorded related to the effects of this engineering error across the three plants. In each case, the engineering assessment, remediation and safety plans required approval of the subcontractor, customer, our contract partner and the respective analysis of independent technical experts from each. Any insurance coverage may be insufficient, or the timing of any insurance proceeds may not meet our liquidity requirements. In the case of the fifth European Vølund loss contract, where structural failure occurred, the process to agree on the appropriate structural remediation and plan to implement the remediation was lengthy and resulted in a more significant delay.

If our co-venturers fail to perform their contractual obligations on a contract or if we fail to coordinate effectively with our co-venturers, we could be exposed to legal liability, loss of reputation, reduced profit, or liquidity challenges.

We often perform contracts jointly with third parties. For example, we enter into contracting consortia and other contractual arrangements to bid for and perform jointly on large contracts. Success on these joint contracts depends in part on whether our co-venturers fulfill their contractual obligations satisfactorily. If any one or more of these third parties fail to perform their contractual obligations satisfactorily, we may be required to make additional investments and provide added services in order to compensate for that failure. If we are unable to adequately address any performance issues when and if required, customers may exercise their rights to terminate a joint contract, exposing us to legal liability, damage to our reputation, reduced profit or liquidity challenges. For example, our joint venture partner for a renewable energy plant in the United Kingdom entered into administration (similar to filing for bankruptcy in the U.S.) in late February 2018. Accordingly, we were required to take over the civil scope of the renewable energy plant project, which resulted in significant delays and materially increased our costs on the project. The same joint venture partner is party to another previously awarded bid, but where notice to proceed has not been provided. As of April 2, 2019, we had negotiated to withdraw from this previously awarded bid of a renewable energy plant project in the United Kingdom, subject to certain pending terms; our inability to satisfy the terms of the withdrawal could have a material adverse effect on our results of operations if we were required to proceed with the contract and were unable to perform within the price bid.

Our collaborative arrangements also involve risks that participating parties may disagree on business decisions and strategies. These disagreements could result in delays, additional costs and risks of litigation. Our inability to successfully maintain existing collaborative relationships or enter into new collaborative arrangements could have a material adverse effect on our results of operations.

We are exposed to credit risk and may incur losses as a result of such exposure.

We conduct our business by obtaining orders that generate cash flows in the form of advances, contract progress payments and final balances in accordance with the underlying contractual terms. We are thus exposed to potential losses resulting from contractual counterparties' failure to meet their obligations. As a result, the failure by customers to meet their payment obligations, or a mere delay in making those payments, could reduce our liquidity and increase the need to resort to other sources of financing, with possible adverse effects on our business, financial condition, results of operations and cash flows. In some cases, we have joint and several liability with consortium partners in our projects, such as the renewable energy plants in the United Kingdom, and we may be subject to additional losses if our partners are unable to meet their contractual obligations. For example, in the case of the fifth European Vølund loss contract, our civil construction partner for this project entered into administration earlier this year (similar to filing for bankruptcy in the U.S.), and we were required to assume their scope of work.

In addition, the deterioration of macroeconomic conditions or negative trends in the global credit markets could have a negative impact on relationships with customers and our ability to collect on trade receivables, with possible adverse effects on our business, financial condition, results of operations and cash flows.

Our backlog is subject to unexpected adjustments and cancellations and may not be a reliable indicator of future revenues or earnings.

There can be no assurance that the revenues projected in our backlog will be realized or, if realized, will result in profits. Because of contract cancellations or changes in scope and schedule, we cannot predict with certainty when or if backlog will be performed. In addition, even where a contract proceeds as scheduled, it is possible that contracted parties may default and fail to pay amounts owed to us or poor contract performance could increase the cost associated with a contract. Delays, suspensions, cancellations, payment defaults, scope changes and poor contract execution could materially reduce or eliminate the revenues and profits that we actually realize from contracts in backlog.

Reductions in our backlog due to cancellation or modification by a customer or for other reasons may adversely affect, potentially to a material extent, the revenues and earnings we actually receive from contracts included in our backlog. Many of the contracts in our backlog provide for cancellation fees in the event customers cancel contracts. These cancellation fees usually provide for reimbursement of our out-of-pocket costs, revenues for work performed prior to cancellation and a varying percentage of the profits we would have realized had the contract been completed. However, we typically have no contractual right upon cancellation to the total revenues reflected in our backlog. Contracts may remain in our backlog for extended periods of time. If we experience significant contract terminations, suspensions or scope adjustments to contracts reflected in our backlog, our financial condition, results of operations and cash flows may be adversely impacted.

We derive substantial revenues from electric power generating companies and other steam-using industries, with demand for our products and services depending on spending in these historically cyclical industries. Additionally, recent legislative and regulatory developments relating to clean air legislation are affecting industry plans for spending on coal-fired power plants within the United States and elsewhere.

The demand for power generation products and services depends primarily on the spending of electric power generating companies and other steam-using industries and expenditures by original equipment manufacturers. These expenditures are influenced by such factors as:


•	prices for electricity, along with the cost of production and distribution;


•	prices for natural resources such as coal and natural gas;


•	demand for electricity and other end products of steam-generating facilities;


•	availability of other sources of electricity or other end products;


•	requirements of environmental legislation and regulations, including potential requirements applicable to carbon dioxide emissions;


•	impact of potential regional, state, national and/or global requirements to significantly limit or reduce greenhouse gas emissions in the future;


•	level of capacity utilization and associated operations and maintenance expenditures of power generating companies and other steam-using facilities;


•	requirements for maintenance and upkeep at operating power plants and other steam-using facilities to combat the accumulated effects of wear and tear;


•	ability of electric generating companies and other steam users to raise capital; and


•	relative prices of fuels used in boilers, compared to prices for fuels used in gas turbines and other alternative forms of generation.

We estimate that 48%, 43% and 52% of our consolidated revenues in 2018, 2017 and 2016, respectively, was related to coal-fired power plants. A material decline in spending by electric power generating companies and other steam-using industries over a sustained period of time could materially and adversely affect the demand for our power generation products and services and, therefore, our financial condition, results of operations and cash flows. Coal-fired power plants have been scrutinized by environmental groups and government regulators over the emissions of potentially harmful pollutants. The recent economic environment and uncertainty concerning new environmental legislation or replacement rules or regulations in the United States and elsewhere has caused many of our major customers, principally electric utilities, to delay making substantial expenditures for new plants, as well as upgrades to existing power plants.

Demand for our products and services is vulnerable to macroeconomic downturns and industry conditions.

Demand for our products and services has been, and we expect that demand will continue to be, subject to significant fluctuations due to a variety of factors beyond our control, including macroeconomic and industry conditions. These factors include, but are not limited to: the cyclical nature of the industries we serve, inflation, geopolitical issues, the availability and cost of credit, volatile oil and natural gas prices, low business and consumer confidence, high unemployment and energy conservation measures.

Unfavorable macroeconomic conditions may lead customers to delay, curtail or cancel proposed or existing contracts, which may decrease the overall demand for our products and services and adversely affect our results of operations.

In addition, our customers may find it more difficult to raise capital in the future due to limitations on the availability of credit, increases in interest rates and other factors affecting the federal, municipal and corporate credit markets. Also, our customers may demand more favorable pricing terms and find it increasingly difficult to timely pay invoices for our products and services, which would impact our future cash flows and liquidity. Inflation or significant changes in interest rates could reduce the demand for our products and services. Any inability to timely collect our invoices may lead to an increase in our borrowing requirements, our accounts receivable and potentially to increased write-offs of uncollectible invoices. If the economy weakens, or customer spending declines, then our backlog, revenues, net income and overall financial condition could deteriorate.

Our reported financial results may be adversely affected by new accounting pronouncements or changes in existing accounting standards and practices, which could result in volatility in our results of operations.

We prepare our financial statements in conformity with accounting principles generally accepted in the U.S. These accounting principles are subject to interpretation or changes by the FASB and the SEC. New accounting pronouncements and varying interpretations of accounting standards and practices have occurred in the past and are expected to occur in the future. New accounting pronouncements or a change in the interpretation of existing accounting standards or practices may have a significant effect on our reported financial results and may even affect our reporting of transactions completed before the change is announced or effective.

Any difficulties in adopting or implementing any new accounting standard could result in our failure to meet our financial reporting obligations, which could result in regulatory discipline and harm investors’ confidence in us. Finally, if we were to change our critical accounting estimates, our operating results could be significantly affected.

We could be subject to changes in tax rates or tax law, adoption of new regulations, changing interpretations of existing law or exposure to additional tax liabilities in excess of accrued amounts that could adversely affect our financial position.

We are subject to income taxes in the United States and numerous foreign jurisdictions. A change in tax laws, treaties or regulations, or their interpretation, in any country in which we operate could result in a higher tax rate on our earnings, which could have a material impact on our earnings and cash flows from operations. Tax reform legislation enacted in December of 2017 has made substantial changes to United States tax law, including a reduction in the corporate tax rate, a limitation on deductibility of interest expense, a limitation on the use of net operating losses to offset future taxable income, the allowance of immediate expensing of capital expenditures and the transition of U.S. international taxation from a worldwide tax system to a more generally territorial system, and a one-time transition tax on the mandatory deemed repatriation of foreign earnings. The legislation is unclear in many respects and could be subject to potential amendments and technical corrections and will be subject to interpretations and implementing regulations by the Treasury and Internal Revenue Service, any of which could mitigate or increase certain adverse effects of the legislation. In addition, it is unclear how these U.S. federal income tax changes will affect state and local taxation. Generally, future changes in applicable U.S. or foreign tax laws and regulations, or their interpretation and application could have an adverse effect on our business, financial conditions and results of operations.

Significant judgment is required in determining our worldwide provision for income taxes. In the ordinary course of our business, there are many transactions and calculations where the ultimate tax determination is uncertain, and we are regularly subject to audit by tax authorities. Although we believe that our tax estimates and tax positions are reasonable, they could be materially affected by many factors including the final outcome of tax audits and related litigation, the introduction of new tax accounting standards, legislation, regulations and related interpretations, our global mix of earnings, the ability to realize

deferred tax assets and changes in uncertain tax positions. A significant increase in our tax rate could have a material adverse effect on our profitability and liquidity.

Our ability to use net operating losses and certain tax credits to reduce future tax payments could be limited if we experience an "ownership change".

As of December 31, 2018, the Company and its subsidiaries had U.S. federal net operating losses ("NOLs") of approximately $97.6 million. Some or all of the Company's deferred tax assets, consisting primarily of NOLs that are not currently deductible for tax purposes, could expire unused if we are unable to generate sufficient taxable income in the future to take advantage of them or we enter into transactions that limit our right to use them, which includes transactions that result in an "ownership change" under Section 382 of the Internal Revenue Code ("IRC").

As a result of accumulations of the Company's common stock among several large shareholders and the impact of the rights offering as described in Note 22 to the Consolidated Financial Statements included in Item 8 that was completed on April 30, 2018 (the "2018 Rights Offering"), we continue to monitor for the possibility of an ownership change as defined under IRC Section 382. Under IRC Section 382, a company has undergone an ownership change if shareholders owning at least 5% of the company have increased their collective holdings by more than 50% during the prior three-year period. In general, if an ownership change occurs, our ability to use net operating loss carryforwards and certain credits to reduce tax payments is generally limited to an annual amount based on (i) the fair market value of our stock immediately prior to the ownership change multiplied by the long-term tax-exempt rate. The determination of whether an ownership change has occurred for purposes of IRC Section 382 is complex and requires significant judgment. Moreover, the number of shares of our common stock outstanding at any particular time for purposes of IRC Section may differ from the number of shares that we report as outstanding in our filings with the SEC. Based on information that is publicly available, the Company does not currently believe it has experienced an ownership change. However, if we obtain additional financing on the terms currently being discussed as described in Going Concern Considerations in Item 1, it is likely that an "ownership change" will result in 2019. Further, even if an "ownership change" does not result from any additional financing we obtain, we cannot provide any assurance that we will not undergo an "ownership change" in the future. Small changes in ownership by shareholders owning at least 5% of the Company could result in an ownership change. By way of example, if we had experienced an ownership change as of December 31, 2018, the future utilization of our then federal net operating loss carryforwards would have been limited to approximately $1.7 million , based upon the approximate value of the Company multiplied by the long-term tax-exempt rate at the time of the ownership change.

Although the treatment of net operating loss carryforwards arising in tax years beginning on or before December 31, 2017 has generally not changed under the tax reform legislation enacted in 2017, net operating loss carryforwards arising in tax years beginning after December 31, 2017 may be used to offset only 80% of taxable income. In addition, net operating losses arising in tax years ending after December 31, 2017 may be carried forward indefinitely, as opposed to the 20-year carryforward under prior law.

The IRS could challenge the amount, timing and/or use of our NOL carry forwards.

The amount of our NOL carry forwards has not been audited or otherwise validated by the IRS. Among other things, the IRS could challenge whether an ownership change occurred, as well as the amount, the timing and/or our use of our NOLs. Any such challenge, if successful, could significantly limit our ability to utilize a portion or all of our NOL carry forwards. In light of the inherent uncertainty involved in calculating whether an ownership change has occurred (both because of the complexity of applying IRC Section 382 and because of limitations on a publicly-traded company's knowledge as to the ownership of, and transactions in, its securities), the calculation of the amount of our utilizable NOL carry forwards could be changed as a result of a successful challenge by the IRS or as a result of new information about the ownership of, and transactions in, our securities.

A disruption in, or failure of our information technology systems, including those related to cybersecurity, could adversely affect our business operations and financial performance.

We rely on information technology networks and systems, including the Internet, to process, transmit and store electronic sensitive and confidential information, to manage and support a variety of business processes and activities and to comply with regulatory, legal and tax requirements. While we maintain some of our critical information technology systems, we are also dependent on third parties to provide important information technology services relating to, among other things, human resources, electronic communications and certain finance functions.

We face various threats to our information technology networks and systems, including cyber threats, threats to the physical security of our facilities and infrastructure from natural or man-made incidents or disasters, and threats from terrorist acts, as well as the potential for business disruptions associated with these threats. We have been, and will likely continue to be, subject to cyber-based attacks and other attempts to threaten our information technology systems and the software we sell. A cyber-based attack could include attempts to gain unauthorized access to our proprietary information and attacks from malicious third parties using sophisticated, targeted methods to circumvent firewalls, encryption and other security defenses, including hacking, fraud, phishing scams or other forms of deception. Although we utilize a combination of tailored and industry standard security measures and technology to monitor and mitigate these threats, we cannot guarantee that these measures and technology will be sufficient to prevent current and future threats to our information technology networks and systems from materializing. Furthermore, we may have little or no oversight with respect to security measures employed by third-party service providers, which may ultimately prove to be ineffective at countering threats.

If these systems are damaged, intruded upon, attacked, shutdown or cease to function properly, whether by planned upgrades, force majeure, telecommunication failures, hardware or software beak-ins or viruses, or other cybersecurity incidents and our business continuity plans do not resolve the issues in a timely manner, the services we provide to customers, the value of our investment in research and development efforts and other intellectual property, our product sales, our ability to comply with regulations related to information contained on our information technology networks and systems, our financial condition, results of operations and stock price may be materially and adversely affected, and we could experience delays in reporting our financial results. In addition, there is a risk of business interruption, litigation with third parties, reputational damage from leakage of confidential information or the software we sell being compromised, and increased cybersecurity protection and remediation costs due to the increasing sophistication and proliferation of threats. The costs related to cyber or other security threats or disruptions may not be fully insured or indemnified by other means.

To address risks to our information technology systems, we continue to invest in our systems and training of company personnel. As required, we replace and/or upgrade financial, human resources and other information technology systems. These activities subject us to inherent costs and risks associated with replacing and updating these systems, including potential disruption of our internal control structure, substantial capital expenditures, demands on management time and other risks of delays or difficulties in transitioning to new systems or of integrating new systems into our current systems. Our systems implementations and upgrades may not result in productivity improvements at the levels anticipated, or at all. In addition, the implementation of new technology systems may cause disruptions in our business operations. Such disruption and any other information technology system disruptions, and our ability to mitigate those disruptions, if not anticipated and appropriately mitigated, could have a material adverse effect on our financial condition, results of operations and stock price.

Privacy and information security laws are complex, and if we fail to comply with applicable laws, regulations and standards, or if we fail to properly maintain the integrity of our data, protect our proprietary rights to our systems or defend against cybersecurity attacks, we may be subject to government or private actions due to privacy and security breaches, any of which could have a material adverse effect on our business, financial condition and results of operations or materially harm our reputation.

We are subject to a variety of laws and regulations in the United States and other countries that involve matters central to our business, including user privacy, security, rights of publicity, data protection, content, intellectual property, distribution, electronic contracts and other communications, competition, protection of minors, consumer protection, taxation, and online-payment services. These laws can be particularly restrictive in countries outside the United States. Both in the United States and abroad, these laws and regulations constantly evolve and remain subject to significant change. In addition, the application and interpretation of these laws and regulations are often uncertain, particularly in the new and rapidly evolving industry in which we operate. Because we store, process, and use data, some of which contains personal information, we are subject to complex and evolving federal, state, and foreign laws and regulations regarding privacy, data protection, content, and other matters. Many of these laws and regulations are subject to change and uncertain interpretation, and could result in investigations, claims, changes to our business practices, increased cost of operations, and declines in user growth, retention, or engagement, any of which could seriously harm our business.

Several proposals have recently been adopted or are currently pending before federal, state, and foreign legislative and regulatory bodies that could significantly affect our business. The General Data Protection Regulation, or GDPR, in the European Union, which went into effect on May 25, 2018, placed new data protection obligations and restrictions on organizations and may require us to further change our policies and procedures. If we are not compliant with GDPR requirements, we may be subject to significant fines and our business may be seriously harmed. The California Consumer

Privacy Act goes into effect in January 2020, with a lookback to January 2019, and places additional requirements on the handling of personal data.

We rely on intellectual property law and confidentiality agreements to protect our intellectual property. We also rely on intellectual property we license from third parties. Our failure to protect our intellectual property rights, or our inability to obtain or renew licenses to use intellectual property of third parties, could adversely affect our business.

Our success depends, in part, on our ability to protect our proprietary information and other intellectual property. Our intellectual property could be stolen, challenged, invalidated, circumvented or rendered unenforceable. In addition, effective intellectual property protection may be limited or unavailable in some foreign countries where we operate.

Our failure to protect our intellectual property rights may result in the loss of valuable technologies or adversely affect our competitive business position. We rely significantly on proprietary technology, information, processes and know-how that are not subject to patent or copyright protection. We seek to protect this information through trade secret or confidentiality agreements with our employees, consultants, subcontractors or other parties, as well as through other security measures. These agreements and security measures may be inadequate to deter or prevent misappropriation of our confidential information. In the event of an infringement of our intellectual property rights, a breach of a confidentiality agreement or divulgence of proprietary information, we may not have adequate legal remedies to protect our intellectual property. Litigation to determine the scope of intellectual property rights, even if ultimately successful, could be costly and could divert management's attention away from other aspects of our business. In addition, our trade secrets may otherwise become known or be independently developed by competitors.

In some instances, we have augmented our technology base by licensing the proprietary intellectual property of third parties. In the future, we may not be able to obtain necessary licenses on commercially reasonable terms, which could have a material adverse effect on our operations.

Our business strategy includes development and commercialization of new technologies to support our growth, which requires significant investment and involves various risks and uncertainties. These new technologies may not achieve desired commercial or financial results.

Our future growth will depend, in part, on our ability to continue to innovate by developing and commercializing new product and service offerings. Investments in new technologies involve varying degrees of uncertainties and risk. Commercial success depends on many factors, including the levels of innovation, the development costs and the availability of capital resources to fund those costs, the levels of competition from others developing similar or other competing technologies, our ability to obtain or maintain government permits or certifications, our ability to license or purchase new technologies from third parties, the effectiveness of production, distribution and marketing efforts, and the costs to customers to deploy and provide support for the new technologies. We may not achieve significant revenues from new product and service investments for a number of years, if at all. Moreover, new products and services may not be profitable, and, even if they are profitable, our operating margins from new products and services may not be as high as the margins we have experienced historically. In addition, new technologies may not be patentable and, as a result, we may face increased competition.

Our operations are subject to operating risks, which could expose us to potentially significant professional liability, product liability, warranty and other claims. Our insurance coverage may be inadequate to cover all of our significant risks, our insurers may deny coverage of material losses we incur, or our inability to obtain insurance coverage, which could adversely affect our profitability and overall financial condition.

We engineer, construct and perform services in large industrial facilities where accidents or system failures can have significant consequences. Risks inherent in our operations include:


•	accidents resulting in injury or the loss of life or property;


•	environmental or toxic tort claims, including delayed manifestation claims for personal injury or loss of life;


•	pollution or other environmental mishaps;


•	adverse weather conditions;


•	mechanical failures;


•	property losses;


•	business interruption due to political action or other reasons; and


•	labor stoppages.

Any accident or failure at a site where we have provided products or services could result in significant professional liability, product liability, warranty and other claims against us, regardless of whether our products or services caused the incident. We have been, and in the future, we may be, named as defendants in lawsuits asserting large claims as a result of litigation arising from events such as those listed above.

We endeavor to identify and obtain in established markets insurance agreements to cover significant risks and liabilities. Insurance against some of the risks inherent in our operations is either unavailable or available only at rates or on terms that we consider uneconomical. Also, catastrophic events customarily result in decreased coverage limits, more limited coverage, additional exclusions in coverage, increased premium costs and increased deductibles and self-insured retentions. Risks that we have frequently found difficult to cost-effectively insure against include, but are not limited to, business interruption, property losses from wind, flood and earthquake events, war and confiscation or seizure of property in some areas of the world, pollution liability, liabilities related to occupational health exposures (including asbestos), the failure, misuse or unavailability of our information systems, the failure of security measures designed to protect our information systems from cybersecurity threats, and liability related to risk of loss of our work in progress and customer-owned materials in our care, custody and control. Depending on competitive conditions and other factors, we endeavor to obtain contractual protection against uninsured risks from our customers. When obtained, such contractual indemnification protection may not be as broad as we desire or may not be supported by adequate insurance maintained by the customer. Such insurance or contractual indemnity protection may not be sufficient or effective under all circumstances or against all hazards to which we may be subject. A successful claim for which we are not insured or for which we are underinsured could have a material adverse effect on us. Additionally, disputes with insurance carriers over coverage may affect the timing of cash flows and, if litigation with the carrier becomes necessary, an outcome unfavorable to us may have a material adverse effect on our results of operations.

Our wholly owned captive insurance subsidiary provides workers' compensation, employer's liability, commercial general liability, professional liability and automotive liability insurance to support our operations. We may also have business reasons in the future to have our insurance subsidiary accept other risks which we cannot or do not wish to transfer to outside insurance companies. These risks may be considerable in any given year or cumulatively. Our insurance subsidiary has not provided significant amounts of insurance to unrelated parties. Claims as a result of our operations could adversely impact the ability of our insurance subsidiary to respond to all claims presented.

Additionally, upon the February 22, 2006 effectiveness of the settlement relating to the Chapter 11 proceedings involving several of our subsidiaries, most of our subsidiaries contributed substantial insurance rights to the asbestos personal injury trust, including rights to (1) certain pre-1979 primary and excess insurance coverages and (2) certain of our 1979-1986 excess insurance coverage. These insurance rights provided coverage for, among other things, asbestos and other personal injury claims, subject to the terms and conditions of the policies. The contribution of these insurance rights was made in exchange for the agreement on the part of the representatives of the asbestos claimants, including the representative of future claimants, to the entry of a permanent injunction, pursuant to Section 524(g) of the United States Bankruptcy Code, to channel to the asbestos trust all asbestos-related claims against our subsidiaries and former subsidiaries arising out of, resulting from or attributable to their operations, and the implementation of related releases and indemnification provisions protecting those subsidiaries and their affiliates from future liability for such claims. Although we are not aware of any significant, unresolved claims against our subsidiaries and former subsidiaries that are not subject to the channeling injunction and that relate to the periods during which such excess insurance coverage related, with the contribution of these insurance rights to the asbestos personal injury trust, it is possible that we could have underinsured or uninsured exposure for non-derivative asbestos claims or other personal injury or other claims that would have been insured under these coverages had the insurance rights not been contributed to the asbestos personal injury trust.

We are subject to government regulations that may adversely affect our future operations.

Many aspects of our operations and properties are affected by political developments and are subject to both domestic and foreign governmental regulations, including those relating to:


•	constructing and manufacturing power generation products;


•	currency conversions and repatriation;


•	clean air and other environmental protection legislation;


•	taxation of foreign earnings;


•	tariffs, duties, or trade sanctions and other trade barriers imposed by foreign countries that restrict or prohibit business transactions in certain markets;


•	changes in applicable laws or policies;


•	transactions in or with foreign countries or officials; and


•	use of local employees and suppliers.

In addition, a substantial portion of the demand for our products and services is from electric power generating companies and other steam-using customers. The demand for power generation products and services can be influenced by governmental legislation setting requirements for utilities related to operations, emissions and environmental impacts. The legislative process is unpredictable and includes a platform that continuously seeks to increase the restrictions on power producers. Potential legislation limiting emissions from power plants, including carbon dioxide, could affect our markets and the demand for our products and services related to power generation.

We cannot determine the extent to which our future operations and earnings may be affected by new legislation, new regulations or changes in existing regulations.

Our business and our customers' businesses are required to obtain, and to comply with, national, state and local government permits and approvals.

Our business and our customers' businesses are required to obtain, and to comply with, national, state and local government permits and approvals. Any of these permits or approvals may be subject to denial, revocation or modification under various circumstances. Failure to obtain or comply with the conditions of permits or approvals may adversely affect our operations by temporarily suspending our activities or curtailing our work and may subject us to penalties and other sanctions. Although existing licenses are routinely renewed by various regulators, renewal could be denied or jeopardized by various factors, including:


•	failure to comply with environmental and safety laws and regulations or permit conditions;


•	local community, political or other opposition;


•	executive action; and


•	legislative action.

In addition, if new environmental legislation or regulations are enacted or implemented, or existing laws or regulations are amended or are interpreted or enforced differently, we or our customers may be required to obtain additional operating permits or approvals. Our inability or our customers' inability to obtain, and to comply with, the permits and approvals required for our business could have a material adverse effect on us.

Our operations are subject to various environmental laws and legislation that may become more stringent in the future.

Our operations and properties are subject to a wide variety of increasingly complex and stringent foreign, federal, state and local environmental laws and regulations, including those governing discharges into the air and water, the handling and disposal of solid and hazardous wastes, the remediation of soil and groundwater contaminated by hazardous substances and the health and safety of employees. Sanctions for noncompliance may include revocation of permits, corrective action orders, administrative or civil penalties and criminal prosecution. Some environmental laws provide for strict, joint and several liability for remediation of spills and other releases of hazardous substances, as well as damage to natural resources. In addition, companies may be subject to claims alleging personal injury or property damage as a result of alleged exposure to hazardous substances. Such laws and regulations may also expose us to liability for the conduct of or conditions caused by others or for our acts that were in compliance with all applicable laws at the time such acts were performed.

We cannot predict all of the environmental requirements or circumstances that will exist in the future but anticipate that environmental control and protection standards will become increasingly stringent and costly. Based on our experience to date, we do not currently anticipate any material adverse effect on our business or financial condition as a result of future compliance with existing environmental laws and regulations. However, future events, such as changes in existing laws and regulations or their interpretation, more vigorous enforcement policies of regulatory agencies or stricter or different interpretations of existing laws and regulations, may require additional expenditures by us, which may be material. Accordingly, we can provide no assurance that we will not incur significant environmental compliance costs in the future.

Our operations involve the handling, transportation and disposal of hazardous materials, and environmental laws and regulations and civil liability for contamination of the environment or related personal injuries may result in increases in our operating costs and capital expenditures and decreases in our earnings and cash flows.

Our operations involve the handling, transportation and disposal of hazardous materials. Failure to properly handle these materials could pose a health risk to humans or wildlife and could cause personal injury and property damage (including environmental contamination). If an accident were to occur, its severity could be significantly affected by the volume of the materials and the speed of corrective action taken by emergency response personnel, as well as other factors beyond our control, such as weather and wind conditions. Actions taken in response to an accident could result in significant costs.

Governmental requirements relating to the protection of the environment, including solid waste management, air quality, water quality and cleanup of contaminated sites, have in the past had a substantial impact on our operations. These requirements are complex and subject to frequent change. In some cases, they can impose liability for the entire cost of cleanup on any responsible party without regard to negligence or fault and impose liability on us for the conduct of others or conditions others have caused, or for our acts that complied with all applicable requirements when we performed them. Our compliance with amended, new or more stringent requirements, stricter interpretations of existing requirements or the future discovery of contamination may require us to make material expenditures or subject us to liabilities that we currently do not anticipate. Such expenditures and liabilities may adversely affect our business, financial condition, results of operations and cash flows. In addition, some of our operations and the operations of predecessor owners of some of our properties have exposed us to civil claims by third parties for liability resulting from alleged contamination of the environment or personal injuries caused by releases of hazardous substances into the environment.

In our contracts, we seek to protect ourselves from liability associated with accidents, but there can be no assurance that such contractual limitations on liability will be effective in all cases or that our or our customers' insurance will cover all the liabilities we have assumed under those contracts. The costs of defending against a claim arising out of a contamination incident or precautionary evacuation, and any damages awarded as a result of such a claim, could adversely affect our results of operations and financial condition.

We maintain insurance coverage as part of our overall risk management strategy and due to requirements to maintain specific coverage in our financing agreements and in many of our contracts. These policies do not protect us against all liabilities associated with accidents or for unrelated claims. In addition, comparable insurance may not continue to be available to us in the future at acceptable prices, or at all.

We could be adversely affected by violations of the United States Foreign Corrupt Practices Act, the UK Anti-Bribery Act or other anti-bribery laws.

The United States Foreign Corrupt Practices Act (the "FCPA") generally prohibits companies and their intermediaries from making improper payments to non-United States government officials. Our training program, audit process and policies mandate compliance with the FCPA, the UK Anti-Bribery Act (the "UK Act") and other anti-bribery laws. We operate in some parts of the world that have experienced governmental corruption to some degree, and, in some circumstances, strict compliance with anti-bribery laws may conflict with local customs and practices. If we are found to be liable for violations of the FCPA, the UK Act or other anti-bribery laws (either due to our own acts or our inadvertence, or due to the acts or inadvertence of others, including agents, promoters or employees of our joint ventures), we could suffer from civil and criminal penalties or other sanctions.

We depend on our ability to outsource various elements of work to third parties, which may expose us to the business risks of our suppliers and subcontractors, which could have a material adverse impact on its business and results of operations.

We depend on third-party suppliers and subcontractors for products, materials, and services. This dependence subjects us to the risk of customer dissatisfaction with the quality or performance of the products or services we sell due to supplier or subcontractor failure. In addition, business difficulties experienced by a third-party supplier or subcontractor could lead to the interruption of our ability to source products, materials, or services and ultimately our inability to supply products, materials, or services to these customers. Third-party supplier and subcontractor business interruptions could include, but are not limited to, work stoppages, union negotiations, other labor disputes and payment disputes. Current or future economic conditions could also impact the ability of suppliers and subcontractors to access credit and, thus, impair their ability to

provide us quality products, materials, or services in a timely manner, or at all. These factors may affect the timing and cost of completion of such projects and could adversely affect our business and results of operations.

We conduct a portion of our operations through joint venture entities, over which we may have limited ability to influence.

From time to time, we execute contracts with partners through joint ventures or other contractual arrangements. We may not be able to control the actions of our partners in these arrangements, and influence over the actions of our partners and the contractual outcomes may be limited. Even in those circumstances where we may exercise significant influence, we are often required to consider the interests of our partners in connection with major decisions concerning the operations under these arrangements. In any case, differences in views among the partners may result in delayed decisions or disputes. In these arrangements, we sometimes have joint and several liabilities with our partners, and we cannot be certain that our partners will be able to satisfy any potential liability that could arise. These factors could potentially harm the business and operations of a joint venture and, in turn, our business and operations.

We may not be able to compete successfully against current and future competitors.

Some of our competitors or potential competitors have greater financial or other resources than we have and in some cases are government supported. Our operations may be adversely affected if our current competitors or new market entrants introduce new products or services with better features, performance, prices or other characteristics than those of our products and services. Furthermore, we operate in industries where capital investment is critical. We may not be able to obtain as much purchasing and borrowing leverage and access to capital for investment as other companies, which may impair our ability to compete against competitors or potential competitors.

The loss of the services of one or more of our key personnel, or our failure to attract, recruit, motivate, and retain qualified personnel in the future, could disrupt our business and harm our results of operations.

We depend on the skills, working relationships, and continued services of key personnel, including our management team and others throughout our organization. We are also dependent on our ability to attract and retain qualified personnel, for whom we compete with other companies both inside and outside our industry. Our business, financial condition or results of operations may be adversely impacted by the unexpected loss of any of our management team or other key personnel, or more generally if we fail to attract, recruit, motivate and retain qualified personnel.

Negotiations with labor unions and possible work stoppages and other labor problems could divert management's attention and disrupt operations. In addition, new collective bargaining agreements or amendments to existing agreements could increase our labor costs and operating expenses.

A significant number of our employees are members of labor unions. If we are unable to negotiate acceptable new contracts with our unions from time to time, we could experience strikes or other work stoppages by the affected employees. If any such strikes, protests or other work stoppages were to occur, we could experience a significant disruption of operations. In addition, negotiations with unions could divert management's attention. New union contracts could result in increased operating costs, as a result of higher wages or benefit expenses, for both union and nonunion employees. If nonunion employees were to unionize, we could experience higher ongoing labor costs.

Pension and medical expenses associated with our retirement benefit plans may fluctuate significantly depending on a number of factors, and we may be required to contribute cash to meet underfunded pension obligations.

A substantial portion of our current and retired employee population is covered by pension and postretirement benefit plans, the costs and funding requirements of which depend on our various assumptions, including estimates of rates of return on benefit-related assets, discount rates for future payment obligations, rates of future cost growth, mortality assumptions and trends for future costs. Variances from these estimates could have a material adverse effect on us. Our policy to recognize these variances annually through mark to market accounting could result in volatility in our results of operations, which could be material. As of December 31, 2018, our defined benefit pension and postretirement benefit plans were underfunded by approximately $282.2 million . In addition, certain of these postretirement benefit plans were collectively bargained, and our ability to curtail or change the benefits provided may be impacted by contractual provisions set forth in the relevant union agreements and other plan documents. We also participate in various multi-employer pension plans in the United States and Canada under union and industry agreements that generally provide defined benefits to employees covered by collective bargaining agreements. Absent an applicable exemption, a contributor to a United States multi-employer plan is liable, upon

termination or withdrawal from a plan, for its proportionate share of the plan's underfunded vested liability. Funding requirements for benefit obligations of these multi-employer pension plans are subject to certain regulatory requirements, and we may be required to make cash contributions which may be material to one or more of these plans to satisfy certain underfunded benefit obligations. See Note 18 to the Consolidated Financial Statements included in Item 8 in this annual report for additional information regarding our pension and postretirement benefit plan obligations.

Our international operations are subject to political, economic and other uncertainties not generally encountered in our domestic operations.

We derive a substantial portion of our revenues and equity in income of investees from international operations, and we intend to continue to expand our international operations and customer base as part of our growth strategy. Our revenues from sales to customers located outside of the United States represented approximately 39% , 54% and 46% of total revenues for the years ended December 31, 2018, 2017 and 2016, respectively. Operating in international markets requires significant resources and management attention and subjects us to political, economic and regulatory risks that are not generally encountered in our United States operations. These include:


•	risks of war, terrorism and civil unrest;


•	expropriation, confiscation or nationalization of our assets;


•	renegotiation or nullification of our existing contracts;


•	changing political conditions and changing laws and policies affecting trade and investment;


•	overlap of different tax structures; and


•	risk of changes in foreign currency exchange rates.

Various foreign jurisdictions have laws limiting the right and ability of foreign subsidiaries and joint ventures to pay dividends and remit earnings to affiliated companies. Our international operations sometimes face the additional risks of fluctuating currency values, hard currency shortages and controls of foreign currency exchange. If we continue to expand our business globally, our success will depend, in part, on our ability to anticipate and effectively manage these and other risks. These and other factors may have a material impact on our international operations or our business as a whole.

International uncertainties and fluctuations in the value of foreign currencies could harm our profitability.

We have international operations primarily in Europe and Canada. For the year ended December 31, 2018, international operations accounted for approximately 39% of our total revenues. Our significant international subsidiaries may have sales and cost of sales in different currencies as well as other transactions that are denominated in currencies other than their functional currency. We do not currently engage in currency hedging activities to limit the risks of currency fluctuations. Consequently, fluctuations in foreign currencies could have a negative impact on the profitability of our global operations, which would harm our financial results and cash flows.

Natural disasters or other events beyond our control, such as war, armed conflicts or terrorist attacks could adversely affect our business.

Matters outside of our control could adversely affect demand for or supply of our products or disrupt our facilities, systems or projects, which could interrupt operational processes and performance on our contracts and adversely impact our ability to manufacture our products and provide services and support to our customers. Insurance for such matters may be unavailable or insufficient. Such matters could include natural disasters, such as earthquakes, tsunamis, hurricanes, floods, tornadoes, war, armed conflicts, or terrorist attacks, among others. We operate facilities in areas of the world that are exposed to such risks, which could be general in nature or targeted at us or our markets.

Risks Relating to Ownership of Our Common Stock

The market price and trading volume of our common stock may be volatile.

The market price of our common stock could fluctuate significantly in future periods due to a number of factors, many of which are beyond our control, including:


•	fluctuations in our quarterly or annual earnings or those of other companies in our industry;


•	failures of our operating results to meet the estimates of securities analysts or the expectations of our shareholders or changes by securities analysts in their estimates of our future earnings;


•	announcements by us or our customers, suppliers or competitors;


•	the depth and liquidity of the market for our common stock;


•	changes in laws or regulations that adversely affect our industry or us;


•	changes in accounting standards, policies, guidance, interpretations or principles;


•	general economic, industry and stock market conditions;


•	future sales of our common stock by our shareholders;


•	the concentration of ownership of our common stock;


•	future issuances of our common stock by us;


•	our ability to pay dividends in the future; and


•	the other factors described in these "Risk Factors" and other parts of this annual report.

We are currently out of compliance with the New York Stock Exchange's minimum share price requirement and are at risk of the NYSE delisting our common stock, which would have an adverse impact on the trading volume, liquidity and market price of our common stock.

A delisting of our common stock from the NYSE could negatively impact us as it would likely reduce the liquidity and market price of our common stock; reduce the number of investors willing to hold or acquire our common stock; and negatively impact our ability to access equity markets and obtain financing.

Substantial sales of our common stock could cause our stock price to decline and issuances by us may dilute our common shareholders' ownership in the Company.

As of December 31, 2018, we have an aggregate of approximately 168,790,778 shares of common stock outstanding. Any sales of substantial amounts of our common stock could lower the market price of our common stock and impede our ability to raise capital through the issuance of equity securities. Further, if we were to issue additional equity securities (or securities convertible into or exchangeable or exercisable for equity securities) to raise additional capital in connection with the financing contemplated in Going Concern Considerations in Item 1 to this annual report or otherwise, our shareholders' ownership interests in the Company will be diluted and the value of our common stock may be reduced.

We do not currently pay regular dividends on our common stock, so holders of our common stock may not receive funds without selling their shares of our common stock.

We have no current intent to pay a regular dividend, and dividend payments are restricted by our lending agreements. Our board of directors will determine the payment of future dividends on our common stock, if any, and the amount of any

dividends in light of applicable law, contractual restrictions limiting our ability to pay dividends, our earnings and cash flows, our capital requirements, our financial condition, and other factors our board of directors deems relevant. Accordingly, our shareholders may have to sell some or all of their shares of our common stock in order to generate cash flow from their investment.

Provisions in our corporate documents and Delaware law could delay or prevent a change in control of the Company, even if that change may be considered beneficial by some shareholders.

The existence of some provisions of our certificate of incorporation and bylaws and Delaware law could discourage, delay or prevent a change in control of the Company that a shareholder may consider favorable.

In addition, we are subject to Section 203 of the Delaware General Corporation Law, which may have an anti-takeover effect with respect to transactions not approved in advance by our board of directors, including discouraging takeover attempts that might result in a premium over the market price for shares of our common stock.

We believe these provisions protect our shareholders from coercive or otherwise unfair takeover tactics by requiring potential acquirors to negotiate with our board of directors and by providing our board of directors with more time to assess any acquisition proposal, and are not intended to make the Company immune from takeovers. However, these provisions apply even if the offer may be considered beneficial by some shareholders and could delay or prevent an acquisition that our board of directors determines is not in the best interests of the Company and our shareholders.

We may issue preferred stock that could dilute the voting power or reduce the value of our common stock.

Our certificate of incorporation authorizes us to issue, without the approval of our shareholders, one or more classes or series of preferred stock having such designation, powers, preferences and relative, participating, optional and other special rights, including preferences over our common stock respecting dividends and distributions, as our board of directors generally may determine. The terms of one or more classes or series of preferred stock could dilute the voting power or reduce the value of our common stock. For example, we could grant holders of preferred stock the right to elect some number of our directors in all events or on the happening of specified events or the right to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences we could assign to holders of preferred stock could affect the residual value of the common stock.

Risks Relating to our 2015 Spin-Off from our Former Parent

We are subject to continuing contingent liabilities of BWXT following the spin-off.

We completed a spin-off from our former parent, now known as BWX Technologies, Inc. ("BWXT"), on June 30, 2015 to become a separate publicly traded company, and BWXT did not retain any ownership interest in the Company. As a result of the spin-off, there are several significant areas where the liabilities of BWXT may become our obligations. For example, under the Internal Revenue Code of 1986, as amended (the "Code") and the related rules and regulations, each corporation that was a member of BWXT consolidated tax reporting group during any taxable period or portion of any taxable period ending on or before the completion of the spin-off is jointly and severally liable for the federal income tax liability of the entire consolidated tax reporting group for that taxable period. We entered into a tax sharing agreement with BWXT in connection with the spin-off that allocates the responsibility for prior period taxes of BWXT consolidated tax reporting group between us and BWXT and its subsidiaries. However, if BWXT were unable to pay, we could be required to pay the entire amount of such taxes. Other provisions of law establish similar liability for other matters, including laws governing tax-qualified pension plans as well as other contingent liabilities. The other contingent liabilities include personal injury claims or environmental liabilities related to BWXT's historical nuclear operations. For example, BWXT has agreed to indemnify us for personal injury claims and environmental liabilities associated with radioactive materials related to the operation, remediation, and/or decommissioning of two former nuclear fuel processing facilities located in the Borough of Apollo and Parks Township, Pennsylvania. To the extent insurance providers and third-party indemnitors do not cover those liabilities, and BWXT was unable to pay, we could be required to pay for them.

The spin-off could result in substantial tax liability.

The spin-off was conditioned on BWXT's receipt of an opinion of counsel, in form and substance satisfactory to BWXT, substantially to the effect that, for United States federal income tax purposes, the spin-off qualifies under Section 355 of the

Code, and certain transactions related to the spin-off qualify under Sections 355 and/or 368 of the Code. The opinion relied on, among other things, various assumptions and representations as to factual matters made by BWXT and us which, if inaccurate or incomplete in any material respect, would jeopardize the conclusions reached by such counsel in its opinion. The opinion is not binding on the U.S. Internal Revenue Service ("IRS") or the courts, and there can be no assurance that the IRS or the courts will not challenge the conclusions stated in the opinion or that any such challenge would not prevail.

We are not aware of any facts or circumstances that would cause the assumptions or representations that were relied on in the opinion to be inaccurate or incomplete in any material respect. If, notwithstanding receipt of the opinion, the spin-off was determined not to qualify under Section 355 of the Code, each United States holder of BWXT common stock who received shares of our common stock in the spin-off would generally be treated as receiving a taxable distribution of property in an amount equal to the fair market value of the shares of our common stock received. In addition, if certain related preparatory transactions were to fail to qualify for tax-free treatment, they would be treated as taxable asset sales and/or distributions.

Under the terms of the tax sharing agreement we entered into in connection with the spin-off, we and BWXT generally share responsibility for any taxes imposed on us or BWXT and its subsidiaries in the event that the spin-off and/or certain related preparatory transactions were to fail to qualify for tax-free treatment. However, if the spin-off and/or certain related preparatory transactions were to fail to qualify for tax-free treatment because of actions or failures to act by us or BWXT, we or BWXT, respectively, would be responsible for all such taxes. If we are liable for taxes under the tax sharing agreement, that liability could have a material adverse effect on us.

Potential liabilities associated with obligations under the tax sharing agreement cannot be precisely quantified at this time.

Under the terms of the tax sharing agreement we entered into in connection with the spin-off, we are generally responsible for all taxes attributable to us or any of our subsidiaries, whether accruing before, on or after the date of the spin-off. We and BWXT generally share responsibility for all taxes imposed on us or BWXT and its subsidiaries in the event the spin-off and/or certain related preparatory transactions were to fail to qualify for tax-free treatment. However, if the spin-off and/or certain related preparatory transactions were to fail to qualify for tax-free treatment because of actions or failures to act by us or BWXT, we or BWXT, respectively would be responsible for all such taxes. Our liabilities under the tax sharing agreement could have a material adverse effect on us. At this time, we cannot precisely quantify the amount of liabilities we may have under the tax sharing agreement and there can be no assurances as to their final amounts.

Under some circumstances, we could be liable for any resulting adverse tax consequences from engaging in certain significant strategic or capital raising transactions.

Even if the spin-off otherwise qualifies as a tax-free distribution under Section 355 of the Code, the spin-off and certain related transactions may result in significant United States federal income tax liabilities to us under Section 355(e) and other applicable provisions of the Code if 50% or more of BWXT's stock or our stock (in each case, by vote or value) is treated as having been acquired, directly or indirectly, by one or more persons as part of a plan (or series of related transactions) that includes the spin-off. The process for determining whether an acquisition triggering those provisions has occurred is complex, inherently factual and subject to interpretation of the facts and circumstances of a particular case.

Under the terms of the tax sharing agreement we entered into in connection with the spin-off, BWXT generally is liable for any such tax liabilities. However, we are required to indemnify BWXT against any such tax liabilities that result from actions taken or failures to act by us. As a result of these rules and contractual provisions, we may be unable to engage in certain strategic or capital raising transactions that our shareholders might consider favorable, or to structure potential transactions in the manner most favorable to us, without certain adverse tax consequences.

Potential indemnification liabilities to BWXT pursuant to the master separation agreement could materially adversely affect the Company.

The master separation agreement with BWXT provides for, among other things, the principal corporate transactions required to effect the spin-off, certain conditions to the spin-off and provisions governing the relationship between us and BWXT with respect to and resulting from the spin-off. Among other things, the master separation agreement provides for indemnification obligations designed to make us financially responsible for substantially all liabilities that may exist relating to our business activities, whether incurred prior to or after the spin-off, as well as those obligations of BWXT assumed by us pursuant to the

master separation agreement. If we are required to indemnify BWXT under the circumstances set forth in the master separation agreement, we may be subject to substantial liabilities.

In connection with our separation from BWXT, BWXT has agreed to indemnify us for certain liabilities. However, there can be no assurance that the indemnity will be sufficient to insure us against the full amount of such liabilities, or that BWXT's ability to satisfy its indemnification obligation will not be impaired in the future.

Pursuant to the master separation agreement, BWXT has agreed to indemnify us for certain liabilities. However, third parties could seek to hold us responsible for any of the liabilities that BWXT agreed to retain, and there can be no assurance that the indemnity from BWXT will be sufficient to protect us against the full amount of such liabilities, or that BWXT will be able to fully satisfy its indemnification obligations. Moreover, even if we ultimately succeed in recovering from BWXT any amounts for which we are held liable, we may be temporarily required to bear these losses.

Several members of our board and management may have conflicts of interest because of their ownership of shares of common stock of BWXT.

Several members of our board and management own shares of common stock of BWXT and/or options to purchase common stock of BWXT because of their current or prior relationships with BWXT. In addition, two of the current members of our board of directors were members of the BWXT board of directors. This share ownership by these two directors could create, or appear to create, potential conflicts of interest when our directors and executive officers are faced with decisions that could have different implications for us and BWXT.

Item 1B. Unresolved Staff Comments

None

Item 2. Properties

The following table provides the segment, location and general use of each of our principal properties that we own or lease at December 31, 2018.



Business Segment and Location	Principal Use	Owned/Leased (Lease Expiration)
Babcock & Wilcox segment and Corporate
Barberton, Ohio	Administrative office / research and development	Owned ⁽¹⁾
Charlotte, North Carolina	Administrative office	Leased (2019)
Lancaster, Ohio	Manufacturing facility	Owned ⁽¹⁾
Copley, Ohio	Warehouse / service center	Owned ⁽¹⁾
Dumbarton, Scotland	Manufacturing facility	Owned
Guadalupe, NL, Mexico	Manufacturing facility	Leased (2024)
Cambridge, Ontario, Canada	Administrative office / warehouse	Leased (2019)
Jingshan, Hubei, China	Manufacturing facility	Owned
Vølund & Other Renewable segment
Copenhagen, Denmark	Administrative office	Leased (2021)
Esbjerg, Denmark	Manufacturing facility / administrative office	Owned
Straubing, Germany	Manufacturing facility	Leased (2021)
SPIG segment
Paruzzaro Italy	Administrative offices	Leased (2024)
Ding Xiang, Xin Zhou, Shan Xi, China	Manufacturing facility	Leased (2020)

(1) These properties are encumbered by liens under existing credit facilities.

space in Akron, Ohio in approximately the third quarter of 2019 for our Corporate and Babcock & Wilcox segment functions. The new location in Akron is expected to reduce operating costs, inclusive of rent, and to provide a space that better meets our needs. In connection with our new lease agreement, we have agreed to sell our Barberton facility following the move to the facility in Akron, Ohio. We believe that our other major properties are adequate for our present needs and, as supplemented by planned improvements and construction, expect them to remain adequate for the foreseeable future.

Item 3. Legal Proceedings

For information regarding ongoing investigations and litigation, see Note 23 to the Consolidated Financial Statements included in Item 8 of this annual report, which we incorporate by reference into this Item.

Additionally, the Company has received subpoenas from the staff of the SEC in connection with an investigation into the accounting charges and related matters involving its Vølund & Other Renewable segment in 2016, 2017 and 2018. We are cooperating with the staff of the SEC related to the subpoenas and investigation. We cannot predict the length, scope or results of the investigation, or the impact, if any, of the investigation on our results of operations.

PART II

Item 5. Market for Registrant's Common Equity Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common stock is traded on the New York Stock Exchange under the symbol BW.

As of January 31, 2019, there were approximately 1,700 record holders of our common stock.

In August 2015, we announced that our Board of Directors authorized a share repurchase program. The following table provides information on our purchases of equity securities during the quarter ended December 31, 2018 . Any shares purchased that were not part of a publicly announced plan or program are related to repurchases of common stock pursuant to the provisions of employee benefit plans that permit the repurchase of shares to satisfy statutory tax withholding obligations.



Period	Total number of shares purchased ⁽¹⁾	Average price paid per share	Total number of shares purchased as part of publicly announced plans or programs	Approximate dollar value of shares that may yet be purchased under the plans or programs (in thousands)
October 1, 2018 - October 31, 2018	20,581	$—	—	$—
November 1, 2018 - November 30, 2018	12,175	$—	—	$—
December 1, 2018 - December 31, 2018	14,362	$—	—	$—
Total	47,118		—



(1)	Includes 20,581, 12,175 and 14,362 shares repurchased in October, November and December, respectively, pursuant to the provisions of employee benefit plans that require us to repurchase shares to satisfy employee statutory income tax withholding obligations.

The following graph provides a comparison of our cumulative total shareholder return through December 31, 2018 to the return of the S&P 500, the Russell 2000 and our custom peer group.


(1)	Assumes initial investment of $100 on June 30, 2015.

The peer group used for the comparison above is comprised of the following companies:



Actuant Corp.	Crane Co.	MasTec Inc.
AMETEK Inc.	Curtiss-Wright Corp.	Primoris Services Corp.
CECO Environmental Corp.	Dycom Industries Inc.	SPX Corp.
Chart Industries Inc.	Flowserve Corp.	Tetra Tech, Inc.
CIRCOR Int. Inc.	Harsco Corp.
Covanta Holding Corp.	Idex Corp.

Stockholder Matters

split to cure the deficiency, should such action be necessary, subject to approval of our shareholders, at our next annual meeting. Our common stock could also be delisted if our average market capitalization over a consecutive 30 trading-day period is less than $15.0 million, in which case we would not have an opportunity to cure the deficiency, our common stock would be suspended from trading on the NYSE immediately, and the NYSE would begin the process to delist our common stock, subject to our right to appeal under NYSE rules. We cannot assure you that any appeal we undertake in these or other circumstances will be successful. While we are considering various options, it may take a significant effort to cure this deficiency and regain compliance with this continued listing standard, and there can be no assurance that we will be able to cure this deficiency or if we will cease to comply with another NYSE continued listing standard.

Item 6. Selected Financial Data



	Year Ended December 31,
(in thousands, except for per share amounts)	2018			2017			2016			2015		2014
Revenues ⁽¹⁾	$	1,062,388		$	1,341,429		$	1,420,941		$	1,573,600	$	1,380,611
Income (loss) from continuing operations	(658,460		)	(382,068		)	(122,900		)	5,820		(14,951		)
Income (loss) from discontinued operations, net of tax	(66,832		)	2,244			7,251			13,321		(11,577		)
Net income (loss) attributable to Babcock & Wilcox Enterprises, Inc.	(725,292		)	(379,824		)	(115,649		)	19,141		(26,528		)

Basic and diluted earnings (loss) per share - continuing operations	(5.18		)	(8.14		)	(2.45		)	0.11		(0.28		)
Basic and diluted earnings (loss) per share - discontinued operations	(0.52		)	0.05			0.14			0.25		(0.21		)
Basic and diluted earnings (loss) per share	(5.70		)	(8.09		)	(2.31		)	0.36		(0.49		)

Total assets (as of year-end)	$	745,497		$	1,322,229		$	1,529,143		$	1,663,045	$	1,516,554

⁽¹⁾ On January 1, 2018, we adopted ASC Topic 606 "Revenue from Contracts with Customers" using the modified retrospective method applied to all contracts that were not completed as of January 1, 2018. Results for reporting periods beginning on or after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported under the accounting standards in effect for the prior period.

The most significant driver of our losses in 2018, 2017 and 2016 was the charges for the six European Vølund loss contracts. In 2018, 2017 and 2016, we recorded $233.0 million , $158.5 million and $141.1 million in net losses, respectively, inclusive of warranty expense, from changes in the estimated revenues and costs to complete the six European Vølund loss contracts.

Restructuring and spin costs were $16.8 million , $15.0 million , $38.8 million , $15.0 million and $20.2 million in 2018, 2017, 2016, 2015, and 2014 respectively.

Financial advisory service costs were $18.6 million and $2.7 million in 2018 and 2017, respectively, as were required under our U.S. Revolving Credit Facility

Goodwill and other intangible asset impairments were $40.0 million and $86.9 million in 2018 and 2017, respectively.

Other-than-temporary impairments of equity method investments were $18.4 and $18.2 million in 2018 and 2017, respectively.

We recognize actuarial gains (losses) related to our pension and postretirement benefit plans in earnings as a component of net periodic benefit cost. The effect of these adjustments for 2018, 2017, 2016, 2015 and 2014 and on pre-tax income was a gain (loss) of $(67.5) million , $8.7 million , $(24.2) million , $(40.1) million and $(101.3) million, respectively.

In 2018, we recorded $99.6 million of non-cash income tax charges to increase the valuation allowance against our remaining net deferred tax assets. In 2017, we recorded $62.4 million of income tax expense from the revaluation of our deferred taxes as a result of the December 2017 United States tax reform.

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

OVERVIEW OF RESULTS

In this report, unless the context otherwise indicates, "BW," "we," "us," "our" and "the Company" mean Babcock & Wilcox Enterprises, Inc. and its consolidated subsidiaries. The presentation of the components of our revenues, gross profit and earnings before interest, taxes, depreciation and amortization ("EBITDA"), as reconciled in the table on the following pages of this Management's Discussion and Analysis of Financial Condition and Results of Operations is consistent with the way our chief operating decision maker reviews the results of operations and makes strategic decisions about the business.

We recorded operating losses of $426.6 million , $316.4 million and $110.0 million in 2018, 2017 and 2016, respectively. The most significant driver of our operating losses was the charges for the six European Vølund loss contracts. In 2018, 2017 and 2016, we recorded $233.0 million , $158.5 million and $141.1 million in net losses, respectively, inclusive of warranty expense, from changes in the estimated revenues and costs to complete the six European Vølund loss contracts. These contracts and their status are described further in Note 7 to the Consolidated Financial Statements included in Item 8 .

As of March 2019, four of the six Vølund loss contracts had been turned over to the customer, with only punch list or agreed remediation items remaining, some of which are expected to be performed during the customers' scheduled maintenance outages. This applies to the first, third, fourth and sixth loss contracts. The customers for the second and f i fth loss contracts are related parties, and a settlement agreement was reached on March 29, 2019 to limit our remaining risk related to these contracts. Under that settlement agreement, we agreed to pay a combined £70 million ($88.9 million) by April 5, 2019 in exchange for limiting and further defining our obligations under these second and fifth loss contracts, including waiver of the rejection and termination rights on the fifth loss contract that could have resulted in repayment of all monies paid to us and our former civil construction partner (up to approximately $144 million ), and requirement to restore the property to its original state if the customer exercised this contractual rejection right. On the fifth loss contract, we agreed to continue to support construction services to complete certain key systems of the plant by a specified date, for which penalty for failure to complete these systems is limited to the unspent portion of our quoted cost of the activities through that date. The settlement eliminates all historical claims and remaining liquidated damages. Upon completion of these activities in accordance with the settlement, we will have no further obligation related to the fifth loss contract other than customary warranty of core products if the plant is used as a biomass plant as designed. We estimated the portion of this settlement related to waiver of the rejection right on the fifth project was $81.1 million , which was recorded in the fourth quarter of 2018 as a reduction in the selling price. We are still pursuing insurance recoveries and claims against subcontractors. For the second loss project, the settlement limits the remaining performance obligations and settled historic claims for nonconformance and delays, and we expect to turn over the plant in May 2019 and then begin the operations and maintenance contract that follows turnover of this plant. Additional engineering or core scope services, may be provided by us on the fifth loss contract on commercially acceptable terms. We will provide operations and maintenance services under an existing contract for the fifth loss project if properly notified and the plant is used as a biomass plant as designed. See further discussion of the loss projects in Note 7 to the Consolidated Financial Statements included in Item 8 .

Aside from these loss projects, we have one remaining extended scope contract in our Vølund business, for which we continue to expect a small profit; this contract is expected to be turned over to our customer in the third quarter of 2019. In 2017, we redefined our approach to bidding on and executing renewable energy contracts. Under our new model, we are focusing on engineering and supplying our core waste-to-energy and renewable energy technologies - steam generation, combustion grate, environmental equipment, material handling, and cooling condensers - while partnering with other firms to execute the balance of plant and civil construction scope on contracts we pursue. We do not expect to have further contracts in this business that extend beyond our core technologies.

The SPIG segment contributed to our operating losses with adjusted EBITDA losses of $53.4 million , $29.8 million and EBITDA income of $1.9 million in 2018, 2017 and 2016, respectively, which were primarily driven by increases in estimated costs to complete new build cooling systems contracts sold under a previous strategy and lower volumes of aftermarket cooling system services. SPIG's 2018 results also include bad debt expense of $9.3 million and legal expenses related to legacy litigation. In 2017, we changed our strategy in the SPIG segment to improve profitability by focusing on more selective bidding in core geographies and products. SPIG's new build cooling systems contracts that were sold under the previous strategy are mostly complete as of December 31, 2018; however, included in these few remaining contracts is a loss contract to engineer, procure materials and then construct a dry cooling system for a gas-fired power plant in the U.S. SPIG was previously included in our former Industrial segment with our former MEGTEC and Universal businesses that were sold on October 5, 2018. Beginning with the second quarter of 2018, the MEGTEC and Universal businesses were presented as

discontinued operations because the disposal represents a strategic shift that had a major effect on our operations. The sale is described further in Note 4 to the Consolidated Financial Statements included in Item 8 .

Our Babcock & Wilcox segment has generated adjusted EBITDA $83.6 million , $103.3 million and $130.7 million in 2018, 2017 and 2016, respectively. We anticipated the decline in the global new build market for coal-fired power generation and from lower demand for retrofit projects resulting from previously enacted Coal Combustion Residue regulations in the U.S. and took proactive restructuring actions in the segment largely to maintain the gross profit percentage and continue to generate strong EBITDA and cash flow from the segment.

Through our restructuring efforts, we made significant strides to make our cost structure more variable and to reduce costs. We have identified additional initiatives that are underway as of the date of this filing that are expected to further reduce costs, and we expect to continue to explore other cost saving initiatives to improve cash generation and to evaluate additional non-core asset sales to reduce our debt.

Year-over-year comparisons of our results from continuing operations were also affected by:

•

$39.8 million pre-tax gain in 2018 for the sale of PBRRC, a subsidiary that held two operations and maintenance contracts for waste-to-energy facilities in West Palm Beach, Florida. Prior to the divestiture, PBRRC generated annual revenues of approximately $60 million in the Vølund & Other Renewable segment. We received cash proceeds of $38.9 million , net of certain working capital adjustments and $4.9 million deposited in escrow. See further discussion of the sale in Note 5 to the Consolidated Financial Statements included in Item 8 .

•

$49.2 million debt extinguishment loss from early repayment of the Second Lien Term Loan Facility on May 4, 2018 with $214.9 million of the proceeds from the 2018 Rights Offering that was completed on April 30, 2018. Through the 2018 Rights Offering, we raised $248.4 million of gross proceeds and issued 124.3 million shares of common stock. The extinguishment loss and the 2018 Rights Offering are more fully described in Note 21 and Note 22 to the Consolidated Financial Statements included in Item 8 .


•	$99.6 million of non-cash income tax charges in 2018 to increase the valuation allowance against our remaining net deferred tax assets as described in Note 10 to the Consolidated Financial Statements included in Item 8 . In 2017, $62.4 million of deferred tax expense was recorded primarily from the revaluation of our deferred tax balances.


•	$(67.5) million , $8.7 million and $(24.2) million of actuarially determined mark to market ("MTM") (losses) gains on our pension and other postretirement benefits in 2018, 2017 and 2016, respectively. MTM gains and losses are further described in Note 18 to the Consolidated Financial Statements included in Item 8 .

•

$40.0 million and $86.9 million of goodwill and other intangible impairments in 2018 and 2017, respectively. The 2018 impairment charges were to fully impair goodwill related to our SPIG reporting unit and to impair other intangibles related to SPIG geographies that will be exited. The 2017 impairment charges fully impaired the goodwill of the Vølund & Other Renewable reporting unit and $36.9 million related to the SPIG reporting unit. See further discussion in Note 14 to the Consolidated Financial Statements included in Item 8 .


•	$18.6 million and $2.7 million of financial advisory services are included in SG&A in 2018 and 2017, respectively, which are required under our U.S. Revolving Credit Facility, as described more fully in Note 19 to the Consolidated Financial Statements included in Item 8 .


•	$16.8 million , $15.0 million and $38.8 million of restructuring and spin-off costs were recognized in 2018, 2017, and 2016, respectively, and are more fully described below and in Note 8 to the Consolidated Financial Statements included in Item 8 .


•	$6.5 million of gain on the sale of our interest in Babcock & Wilcox Beijing Company, Ltd. ("BWBC"), an equity method investment in China, was recognized in the first quarter of 2018 and is included in Equity in income and impairment of investees. The sale was completed in early 2018 with proceeds, net of withholding tax, of $19.8 million .

•

$18.4 million and $18.2 million of other-than-temporary impairment of our interest in TBWES, an equity method investment in India, in the first quarter of 2018 and the second quarter of 2017, respectively, based on an agreement to sell, preceded by a change in strategy. We completed the sale in July 2018, which generated $15.0 million for the sale and settlement of contractual claims. The impairments are included in Equity in income and impairment of investees. See further discussion in Note 13 to the Consolidated Financial Statements included in Item 8 .


•	$2.9 million of accelerated depreciation expense in the second half of 2018 for fixed assets affected by our September 2018 announcement to consolidate office space and relocate our global headquarters to Akron, Ohio in

mid-2019. We expect a total of $7.0 million of accelerated depreciation to be recognized from the third quarter of 2018 through mid-2019.


•	$1.5 million to dispose and write off unused IT equipment and cancel in-process IT projects in the second quarter of 2018.


•	$1.5 million of acquisition and integration costs in 2017 related to the acquisition of SPIG.


•	$ 77.8 million of impairment and loss on sale of the MEGTEC and Universal businesses in October 2018, which remains subject to adjustment. The loss is included in Loss from discontinued operations, net of tax and is described further in Note 4 to the Consolidated Financial Statements included in Item 8 .

To address our liquidity needs and the going concern uncertainty, we:


•	raised gross proceeds of $248.4 million on April 30, 2018 through the rights offering as described in Note 22 to the Consolidated Financial Statements included in Item 8 (the "2018 Rights Offering");


•	repaid on May 4, 2018 the Second Lien Term Loan Facility described in Note 21 to the Consolidated Financial Statements included in Item 8 that had been in default beginning March 1, 2018;


•	completed the sale of our MEGTEC and Universal businesses on October 5, 2018, for $130 million , subject to adjustment, resulting in receipt of $112.0 million in cash, net of $22.5 million in cash sold with the businesses, and $7.7 million that was deposited in escrow pending final settlement of working capital and other customary matters;

•


•	sold our equity method investments in Babcock & Wilcox Beijing Company, Ltd. ("BWBC"), a joint venture in China, and Thermax Babcock & Wilcox Energy Solutions Private Limited ("TBWES"), a joint venture in India, and settled related contractual claims, resulting in proceeds of $21.1 million in the second quarter of 2018 and $15.0 million in the third quarter of 2018, respectively;


•	sold another non-core business for $5.1 million in the first quarter of 2018;


•	initiated restructuring actions and other additional cost reductions since the second quarter of 2018 that are designed to save approximately $84 million annually;


•	received $30 million in net proceeds from Tranche A-1 of Last Out Term Loans, described in Note 20 to the Consolidated Financial Statements included in Item 8 , from B. Riley FBR, Inc., a related party, in September and October 2018 (Tranche A-1 was assigned to Vintage Capital Management LLC, another related party, on November 19, 2018);


•	received $10.0 million in net proceeds from Tranche A-2 of the Last Out Term Loans, described in Note 31 to the Consolidated Financial Statements included in Item 8 , from B. Riley Financial, Inc., a related party on March 20, 2019;


•	reduced uncertainty and provided better visibility into our future liquidity requirements by turning over four of the six European Vølund loss contracts to the customers and negotiating settlement of the remaining two loss contracts in the first quarter of 2019 as described in Note 7 to the Consolidated Financial Statements included in Item 8 ; and

•

RESULTS OF OPERATIONS – YEARS ENDED DECEMBER 31, 2018, 2017 and 2016

Consolidated results of operations

Beginning in 2018, we changed our primary measure of segment profitability from gross profit to adjusted EBITDA. The presentation of the components of our gross profit and adjusted EBITDA in the tables below are consistent with the way our chief operating decision maker reviews the results of our operations and makes strategic decisions about our business. Items such as gains or losses on asset sales, MTM pension adjustments, restructuring and spin costs, impairments, losses on debt extinguishment, costs related to financial consulting required under Amendments 3 and 5 to our U.S. Revolving Credit Facility and other costs that may not be directly controllable by segment management are not allocated to the segment. Adjusted EBITDA for each segment is presented below with a reconciliation to net income. Adjusted EBITDA is not a recognized term under GAAP and should not be considered in isolation or as an alternative to net earnings (loss), operating profit (loss) or as an alternative to cash flows from operating activities as a measure of our liquidity. Adjusted EBITDA as presented below differs from the calculation used to compute our leverage ratio and interest coverage ratio as defined by our U.S. Revolving Credit Facility. Because all companies do not use identical calculations, the amounts presented for Adjusted EBITDA may not be comparable to other similarly titled measures of other companies.



	Year Ended December 31,
(In thousands)	2018			2017			2016
Revenues:
Babcock & Wilcox segment	$	754,576		$	821,062		$	981,978
Vølund & Other Renewable segment	181,182			347,198			349,172
SPIG segment	153,625			181,485			96,291
Eliminations	(26,995		)	(8,316		)	(6,500		)
	1,062,388			1,341,429			1,420,941
Gross profit (loss) ⁽¹⁾ :
Babcock & Wilcox segment	141,054			171,008			213,541
Vølund & Other Renewable segment	(238,125		)	(128,205		)	(68,109		)
SPIG segment	(25,113		)	(7,967		)	8,026
Intangible amortization expense included in cost of operations	(6,055		)	(10,618		)	(15,192		)
Inventory reserve for strategic change in China	(1,405		)	—			—
	(129,644		)	24,218			138,266
Selling, general and administrative ("SG&A") expenses	(198,200		)	(218,060		)	(216,486		)
Financial advisory services included in SG&A	(18,625		)	(2,659		)	—
Trade receivable reserve in SG&A for Chinese operations	(5,845		)	—			—
Intangible amortization expense included in SG&A	(661		)	(426		)	(598		)
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
Equity in income and impairment of investees	(11,603		)	(9,867		)	16,440
Operating loss	$	(426,600	)	$	(316,363	)	$	(110,015	)

⁽¹⁾ Intangible amortization is not allocated to the segments' gross profit, but depreciation is allocated to the segments' gross profit.



	Year Ended December 31,
(in thousands)	2018			2017			2016
Adjusted EBITDA
Babcock & Wilcox segment ⁽¹⁾	$	83,640		$	103,294		$	130,735
Vølund & Other Renewable segment	(276,266		)	(170,344		)	(105,102		)
SPIG segment	(53,406		)	(29,792		)	1,862
Corporate ⁽²⁾	(26,876		)	(36,147		)	(35,343		)
Research and development costs	(3,780		)	(7,614		)	(8,849		)
Foreign exchange	(28,542		)	(4,751		)	(1,944		)
Other – net	259			(698		)	(616		)

Depreciation & amortization	(28,521		)	(30,449		)	(34,523		)
Interest expense, net	(49,364		)	(25,426		)	(2,900		)
Loss on debt extinguishment	(49,241		)	—			—
Restructuring activities and spin-off transaction costs	(16,758		)	(15,039		)	(38,813		)
Financial advisory services included in SG&A	(18,625		)	(2,659		)	—
Acquisition and integration costs included in SG&A	—			(1,522		)	—
Reserves for strategic change in China	(7,250		)	—			—
MTM gain (loss) from benefit plans	(67,474		)	8,706			(24,159		)
Goodwill and other intangible asset impairment	(40,046		)	(86,903		)	—
Impairment of equity method investment in TBWES	(18,362		)	(18,193		)	—
Gain on sale of equity method investment in BWBC	6,509			—			—
Gain on sale of business	39,815			—			—
(Loss) gain on asset disposal	(1,513		)	(13		)	25
Loss before income tax expense	(555,801		)	(317,550		)	(119,627		)
Income tax expense (benefit)	102,224			63,709			2,706
Loss from continuing operations	(658,025		)	(381,259		)	(122,333		)
Income (loss) 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	)

(1) Babcock & Wilcox segment adjusted EBITDA includes $25.4 million , $21.0 million and $20.0 million of net benefit from pension and other postretirement benefit plans excluding MTM adjustments in the years ended December 31, 2018 , 2017 and 2016, respectively.

(2) Allocations are excluded from discontinued operations. Accordingly, allocations previously absorbed by the MEGTEC and Universal businesses in the SPIG segment have been included with other unallocated costs in Corporate, and totaled $11.4 million , $8.8 million and $4.3 million in the years ended December 31, 2018 , 2017 and 2016, respectively.

2018 vs 2017 Consolidated Results

Revenues decreased by $279.0 million to $1.06 billion in 2018 as compared to $1.34 billion in 2017. Revenue in the Vølund & Other Renewable segment decreased by $166.0 million primarily due to the effect of the March 29, 2019 settlement described above, other estimated contract progress changes and increases in estimated liquidated damages on the six European Vølund loss contracts and from lower levels of activity as progress is made on these loss projects, as well as lower volume in other profitable contracts and lines of business in the Vølund & Other Renewable segment. Revenue in the Babcock & Wilcox segment decreased by $66.5 million primarily due to anticipated lower demand in the global market for new build coal-fired power generation and from lower demand for retrofit projects driven in previous periods by the Coal Combustion Residue regulations in the U.S. Revenue in the SPIG segment declined $27.9 million due to lower volume of new build cooling systems services following a 2017 change in strategy to improve profitability by focusing on more selective bidding in core geographies and products and a lower volume of aftermarket cooling system services.

Gross profit decreased by $153.9 million , to a loss of $129.6 million in 2018 as compared to a profit of $24.2 million in 2017. In 2018 and 2017 we recorded $233.0 million and $158.5 million in net losses, respectively, from changes in the estimated

revenues and costs to complete the six European Vølund loss contracts, as described in greater detail in Note 7 to the Consolidated Financial Statements included in Item 8 and inclusive of the effect of the March 29, 2019 settlement described above. In addition to the losses in the Vølund & Other Renewable segment's gross profit included increased warranty accruals, lower volume in its profitable portfolio of equipment-only contracts and aftermarket lines of business, as well as higher costs under its operations and maintenance contracts and increased levels of support costs as we progress the loss contracts to completion and recording a $12.3 million (DKK $80.0 million ) reserve for an insurance receivable described more fully below. Gross profit in the Babcock & Wilcox segment decreased due to lower volume of revenue, increases in estimated costs on certain projects in 2018, favorable results in closing out contracts in the second quarter of 2017, and a reduction of employee benefits that occurred in the second quarter of 2017. The SPIG segment gross profit decrease was primarily due to increases in estimated costs to complete new build cooling systems contracts sold under the previous strategy and lower volume of aftermarket cooling system services. SPIG's new build cooling systems contracts that were sold under the previous strategy are mostly complete as of December 31, 2018; however, included in these few remaining contracts is the loss contract described in Note 7 to the Consolidated Financial Statements included in Item 8 .

Operating losses increased $110.2 million to $426.6 million in 2018 from $316.4 million in 2017, primarily due to the decline in gross profit described above. SG&A benefits from our restructuring and cost control initiatives were more than offset by the financial advisory services required under the terms of our U.S. Revolving Credit Facility during 2018 and increases in the allowance for doubtful accounts. Gross profit declines were also offset by lower levels of goodwill impairment. Goodwill impairment charges, restructuring expenses, intangible asset amortization expense and income and other-than-temporary impairments of equity method investees are discussed in further detail in the sections below.

2017 vs 2016 Consolidated Results

Revenues decreased by $79.5 million to $1.34 billion in 2017 as compared to $1.42 billion in 2016, primarily due to the decline in the coal power generation market, which resulted in a $160.9 million decline in revenues in our Babcock & Wilcox segment. Partially offsetting the decline in Babcock & Wilcox segment revenues were increases in revenues of $85.2 million in the SPIG segment resulting from the acquisition of SPIG on July 1, 2016.

In 2017, consolidated gross profit decreased $114.0 million to $24.2 million compared to $138.3 million in 2016. The primary drivers of the decrease were the six uncompleted European Vølund loss contracts described in Note 7 to the Consolidated Financial Statements included in Item 8 , the volume impact of the decline in the Babcock & Wilcox segment's revenues and productivity issues on new build cooling system contracts in the SPIG segment.

Our consolidated operating losses were $316.4 million and $110.0 million in 2017 and 2016, respectively. In addition to the decrease in gross profit discussed above, the primary drivers of the increase in our consolidated operating loss were $86.9 million of goodwill impairment charges in the third quarter of 2017, an $18.2 million other-than-temporary impairment of our investment in TBWES (a joint venture in India), and $8.1 million less income from equity method investees excluding the impairment. Partially offsetting these declines were $23.8 million lower restructuring expenses and related savings from these actions.

SG&A expenses, goodwill impairment charges, restructuring expenses, intangible asset amortization expense and income from equity method investees are discussed in further detail in the sections below.

Babcock & Wilcox segment

Our Babcock & Wilcox segment (formerly named the Power segment) focuses on technologies and aftermarket services for steam-generating, environmental, and auxiliary equipment for power generation and other industrial applications. The segment provides a comprehensive mix of aftermarket products and services to support peak efficiency and availability of steam generating and associated environmental and auxiliary equipment, serving large steam generating utility and industrial customers globally. Our products and services include replacement parts, field technical services, retrofit and upgrades, fuel switching and repowering contracts, construction and maintenance services, start-up and commissioning, training programs and plant operations and maintenance for our full complement of boiler, environmental and auxiliary equipment. Our auxiliary equipment includes boiler cleaning equipment and material handling equipment.

Our worldwide new build utility and environmental products businesses serve large steam generating and industrial customers. The segment provides a full suite of product and service offerings including engineering, procurement, specialty manufacturing, construction and commissioning. The segment's product suite includes utility boilers and industrial boilers

fired with coal and natural gas. Our boiler products include advanced supercritical boilers, subcritical boilers, fluidized bed boilers, chemical recovery boilers, industrial power boilers, package boilers, heat recovery steam generators and waste heat boilers.

The segment also receives license fees and royalty payments through licensing agreements for our proprietary technologies.

While opportunities to increase revenues in the segment are limited, we are striving to grow margins by:


•	maintaining our strong service presence in support of our installed fleet of steam generation equipment and expanding support of others' OEM equipment;


•	selectively bidding contracts in emerging international markets needing state-of-the-art technology for fossil power generation and environmental systems;


•	growing sales of industrial steam generation products in the petrochemical and pulp & paper markets, such as heat recovery, environmental control systems, natural gas and oil-fired package boilers, due in part to lower fuel prices; and


•	reducing costs through a focus on operational efficiencies.

Babcock & Wilcox Segment Results



	Year Ended December 31,									Year Ended December 31,
(In thousands)	2018			2017			$ Change			2017			2016			$ Change
Revenues	$	754,576		$	821,062		$	(66,486	)	$	821,062		$	981,978		$	(160,916	)
Gross profit	$	141,054		$	171,008		$	(29,954	)	$	171,008		$	213,541		$	(42,533	)
Adjusted EBITDA	$	83,640		$	103,294		$	(19,654	)	$	103,294		$	130,735		$	(27,441	)
Gross profit %	18.7		%	20.8		%				20.8		%	21.7		%

2018 vs 2017 results

Revenues in the Babcock & Wilcox segment decreased 8% , or $66.5 million , to $754.6 million in 2018, compared to $821.1 million in 2017. The revenue decrease is attributable to the continued decline in the global new build market for coal-fired power generation and from lower demand for retrofit projects resulting from previously enacted Coal Combustion Residue regulations in the U.S.

Gross profit in the Babcock & Wilcox segment decreased 18% , or $30.0 million , to $141.1 million in 2018, compared to $171.0 million in 2017. The decrease in gross profit is related to lower volume of revenue, increases in estimated costs on certain projects in 2018, favorable results in closing out contracts in the second quarter of 2017 and a reduction of employee benefits that occurred in the second quarter of 2017. Our gross profit percentage was also affected by lower margin services sold on an intercompany basis to SPIG and our former MEGTEC business in an effort to expand their markets. Benefits from restructuring initiatives have otherwise largely held gross profit percentages in the segment, and we expect to continue evaluating our cost structure in the segment to maintain an appropriately sized organization for our business and to improve margins where possible.

Adjusted EBITDA in the Babcock & Wilcox segment decreased 19% , or $19.7 million , to $83.6 million in 2018, compared to $103.3 million in 2017. The adjusted EBITDA decrease is attributable to the decrease in gross profit discussed above. Babcock & Wilcox segment SG&A also decreased year-over-year as a result of cost savings initiatives, partially offset by a $5.9 million increase in bad debt expense for China's receivable accounts resulting from a change in selling and collection strategy in that region.

Only service costs are included in Babcock & Wilcox segment gross profit while all other components of the net cost of/benefit from pension and other postretirement benefit plans, excluding MTM adjustments totaling $25.4 million and $21.0 million in 2018 and 2017, respectively, are included in Babcock & Wilcox segment adjusted EBITDA. See detail of pension and other postretirement benefit plan charges and benefits in Note 18 to the Consolidated Financial Statements included in Item 8 .

2017 vs 2016 results

Revenues in the Babcock & Wilcox segment decreased 16% , or $160.9 million , to $821.1 million in 2018, compared to $982.0 million in 2017. The revenue decrease is attributable to the anticipated decline in the coal power generation market, which impacted our new build utility, retrofits and aftermarket parts and services businesses. The decline in coal power generation market activity is due primarily to a decrease in construction activity in the United States. We resized our business in anticipation of these declines with our restructuring actions in both 2017 and 2016. Partially offsetting the revenue decrease was an increase in revenues associated with our industrial steam generation repair and maintenance sales.

Gross profit decreased 20% , or $42.5 million , to $171.0 million in 2017 from $213.5 million in 2016. We were able to largely maintain our gross margin percentage as a result of the 2017 and 2016 restructuring actions, which partially offset the gross profit effect of lower sales volumes. Compared to 2016, the primary decrease in gross profit in 2017 was attributable to the lower volume of construction activity associated with our new build utility and retrofits businesses. Also contributing to the decrease were fewer net improvements on contracts that were completed in 2017 versus 2016.

Adjusted EBITDA in the Babcock & Wilcox segment decreased 21% or $27.4 million , to $103.3 million in 2017 compared to $130.7 million in 2017. The adjusted EBITDA decrease is attributable to lower gross profit discussed above, and the segment's SG&A decreased consistently with the change in gross profit as a result of our restructuring initiatives.

A new accounting standard for pension and other postretirement benefits became effective in 2018, and as a result, Babcock & Wilcox segment gross profit has been adjusted retrospectively to reflect the change in presentation from this new standard. Only service costs are included in Babcock & Wilcox segment gross profit while all other components of the net cost/benefit from pension and other postretirement benefit plans, excluding MTM adjustments totaling $21.0 million and $20.0 million in 2017 and 2016, respectively, are included in Babcock & Wilcox segment adjusted EBITDA. See detail of pension and other postretirement benefit plan charges and benefits in Note 18 to the Consolidated Financial Statements included in Item 8 .

Vølund & Other Renewable segment

Our Vølund & Other Renewable segment (formerly named the Renewable segment) provides steam-generating systems, environmental and auxiliary equipment for the waste-to-energy and biomass power generation industries, and plant operations and maintenance services for our full complement of systems and equipment. We deliver these products and services to a large base of customers primarily in Europe through our extensive network of technical support personnel and global sourcing capabilities. Our customers consist of traditional, renewable and carbon neutral power utility companies that require steam generation and environmental control technologies to enable beneficial use of municipal waste and biomass. This segment's activity is dependent on the demand for electricity and reduced landfill use, and ultimately the capacity utilization and associated operations and maintenance expenditures of waste-to-energy power generating companies and other industries that use steam to generate energy.

Beginning in 2017, we redefined our approach to bidding on and executing renewable energy contracts. Under our new model, we are focusing on engineering and supplying our core waste-to-energy and renewable energy technologies - steam generation, combustion grate, environmental equipment, material handling and cooling condensers - while partnering with other firms to execute the balance of plant and civil construction scope on contracts we pursue. We also elected to limit bidding any additional Vølund renewable energy contracts that involved our European resources since 2017 as we work through our then-existing contracts.

Globally, efforts to reduce the environmental impact of burning fossil fuels may create opportunities for us as existing generating capacity is replaced with cleaner technologies. We expect backlog growth in the future, primarily from renewable waste-to-energy contracts, and we continue to see numerous opportunities around the globe, although the rate of this growth is dependent on many external factors.

Vølund & Other Renewable Segment Results



	Year Ended December 31,									Year Ended December 31,
(in thousands)	2018			2017			$ Change			2017			2016			$ Change
Revenues	$	181,182		$	347,198		$	(166,016	)	$	347,198		$	349,172		$	(1,974	)
Gross profit (loss)	$	(238,125	)	$	(128,205	)	$	(109,920	)	$	(128,205	)	$	(68,109	)	$	(60,096	)
Adjusted EBITDA	$	(276,266	)	$	(170,344	)	$	(105,922	)	$	(170,344	)	$	(105,102	)	$	(65,242	)
Gross profit %	(131.4		)%	(36.9		)%				(36.9		)%	(19.5		)%

On September 17, 2018, we divested PBRRC, a subsidiary that held two operations and maintenance contracts for waste-to-energy facilities in West Palm Beach, Florida. Prior to the divestiture, PBRRC generated annual revenues of approximately $60 million. The $ 39.8 million pre-tax gain on sale was not allocated to the segment. The divestiture is more fully described in Note 5 to the Consolidated Financial Statements included in Item 8 .

2018 vs 2017 results

Revenues in the Vølund & Other Renewable segment decreased 48% , or $166.0 million to $181.2 million in 2018, compared to $347.2 million in 2017. As described above, 2018 revenue reflects the effect of the settlement of the second and fifth European Vølund loss contracts. We estimated the portion of this settlement related to waiver of the rejection right on the fifth project was $81.1 million , which was recorded in the fourth quarter of 2018 as a reduction in the selling price. Beyond the effect of the settlement, in 2018, several of the European Vølund loss contracts were in the final stages of the completion, when fewer costs are incurred relative to the main construction phases that were underway in the year-ago period, and as a result, revenues were lower. Additionally, the decision to limit bidding on Vølund renewable energy contracts negatively affected our revenue in 2018 and may result in lower revenue in 2019.

Gross profit in the Vølund & Other Renewable segment decreased $109.9 million to a loss of $238.1 million in 2018, compared to a loss of $128.2 million in 2017. In 2018 and 2017, we recorded $233.0 million and $158.5 million in net losses, respectively, resulting from changes in the estimated revenues and costs to complete the six European loss contracts. As described above, 2018 revenue reflects the effect of the settlement of the second and fifth European Vølund loss contracts. We estimated the portion of this settlement related to waiver of the rejection right on the fifth project was $81.1 million , which was recorded in the fourth quarter of 2018 as a reduction in the selling price. Beyond the effect of the settlement, the lower level of losses in the Vølund & Other Renewable segment's gross profit was more than offset primarily by increased warranty accruals, lower volume in its profitable portfolio of equipment-only contracts and aftermarket lines of business, as well as higher costs under its operations and maintenance contracts and increased levels of support costs as we progress the loss contracts to completion. Additionally, in 2018, we recorded a $12.3 million (DKK 80.0 million ) reserve for an insurance receivable as a result of our insurer disputing our $15.5 million (DKK 100.0 million ) insurance claim to recover a portion of the losses on the first project. The insurance receivable was established in 2016. We believe that the dispute from the insurer is without merit and continue to believe we are entitled to the full value of the claim. We intend to aggressively pursue full recovery under the policy, and we filed for arbitration in July 2018. However, an allowance for the receivable was recorded in 2018 based upon the dispute by the insurer, which is considered contradictory evidence in the accounting probability assessment of this loss recovery, even if it is believed to be without merit.

Adjusted EBITDA in the Vølund & Other Renewable segment decreased $105.9 million to a loss of $276.3 million in 2018, compared to a loss of $170.3 million in 2017. The decrease in adjusted EBITDA was primarily due to the changes in gross profit described above, partly offset by lower SG&A, which reflects the benefits of restructuring, lower proposal costs and active reductions in discretionary spend.

Additional information about the changes in the estimated revenue and costs to complete these European Vølund loss contracts, the March 29, 2019 settlement of the second and fifth loss contracts, changes in the warranty accruals and the insurance receivable is included in Note 7 to the Consolidated Financial Statements included in Item 8 .

2017 vs 2016 results

Revenues in the Vølund & Other Renewable segment decreased 1% , or $2.0 million to $347.2 million in 2017 from $349.2 million in 2016. Our revenue is comparable in both years primarily due to the activities in our portfolio of Vølund renewable energy projects in Europe during both periods.

Gross profit in the Vølund & Other Renewable segment were losses of $128.2 million and $68.1 million in 2017 and 2016, respectively. Our losses were attributable to $158.5 million and $141.1 million in net losses in 2017 and 2016, respectively, from changes in the estimated revenue and cost to complete the European Vølund loss contracts, partially offset by gross profit from our operations and maintenance services and aftermarket parts and services in each year. Additional information about changes in the estimated revenue and cost to complete the European Vølund loss contracts is included in Note 7 to the Consolidated Financial Statements included in Item 8 .

Adjusted EBITDA in the Vølund & Other Renewable segment were losses $170.3 million and $105.1 million in 2017 and 2016, respectively, primarily due to the changes in the estimated revenue and cost to complete the European Vølund loss contracts.

SPIG segment

We acquired SPIG on July 1, 2016. SPIG provides custom-engineered cooling systems for steam applications, as well as related services and aftermarket products. SPIG's product offerings include air-cooled (dry) cooling systems, mechanical draft wet cooling towers and natural draft wet cooling hyperbolic towers. SPIG also provides end-to-end aftermarket services, including spare parts, upgrades and revamping of existing installations and remote monitoring. SPIG's comprehensive dry and wet cooling solutions and aftermarket products and services are primarily provided to the power generation industry, including natural gas-fired and renewable energy power plants, and downstream oil and gas, petrochemical and other industrial end markets in the Europe, the Middle East and the Americas. SPIG's activity is dependent primarily on global energy demand from utilities and other industrial plants, regulatory requirements, water scarcity and energy efficiency needs.

On October 5, 2018, we sold all of the capital stock of our MEGTEC and Universal businesses to Dürr Inc., a wholly owned subsidiary of Dürr AG, pursuant to a stock purchase agreement executed on June 5, 2018. The MEGTEC and Universal businesses are classified as discontinued operations because the disposal represents a strategic shift that had a major effect on our operations; they were previously included in our Industrial segment, which has been renamed the SPIG segment because SPIG is the remaining business of the former Industrial segment. Accordingly, we recorded $77.8 million of impairment and loss on sale of the MEGTEC and Universal businesses, which remains subject to adjustment. The loss is included in Loss from discontinued operations, net of tax in our Consolidated Statements of Operations and is described further in Note 4 to the Consolidated Financial Statements included in Item 8 .

SPIG Segment Results



	Year Ended December 31,									Year Ended December 31,
(In thousands)	2018			2017			$ Change			2017			2016			$ Change
Revenues	$	153,625		$	181,485		$	(27,860	)	$	181,485		$	96,291		$	85,194
Gross profit (loss)	$	(25,113	)	$	(7,967	)	$	(17,146	)	$	(7,967	)	$	8,026		$	(15,993	)
Adjusted EBITDA	$	(53,406	)	$	(29,792	)	$	(23,614	)	$	(29,792	)	$	1,862		$	(31,654	)
Gross profit %	(16.3		)%	(4.4		)%				(4.4		)%	8.3		%

2018 vs 2017 results

Revenues in the SPIG segment decreased 15% , or $27.9 million , to $153.6 million in 2018 from $181.5 million in 2017. The decrease is primarily due to lower volume of new build cooling systems services following a 2017 change in strategy to improve profitability by focusing on more selective bidding in core geographies and products and a lower volume of aftermarket cooling system services.

Gross profit in the SPIG segment decreased $17.1 million , to a loss of $25.1 million in 2018, compared to a loss of $8.0 million in 2017. The decrease was primarily due to increases in estimated costs to complete new build cooling systems contracts sold under the previous strategy and lower volume of aftermarket cooling system services. SPIG's new build

cooling systems contracts that were sold under the previous strategy are mostly complete as of December 31, 2018; however, included in these few remaining contracts is the loss contract described in Note 7 to the Consolidated Financial Statements included in Item 8 .

Adjusted EBITDA in the SPIG segment decreased $23.6 million to a loss of $53.4 million in 2018, compared to a loss of $29.8 million in 2017. The decrease primarily reflects increases in estimated costs to complete legacy new build cooling systems contracts, bad debt expense of $9.3 million and legal expenses related to legacy litigation.

2017 vs 2016 results

Revenues increased $85.2 million , to $181.5 million in 2017 from $96.3 million in 2016. The increase in revenues is primarily attributable to the July 1, 2016 acquisition of SPIG.

Gross profit decreased $16.0 million , to a loss of $8.0 million in 2017, compared to $8.0 million of gross profit in 2016. The net decrease in gross profit and the gross margin percentage reflects changes in product mix. In addition, the gross profit in 2017 was negatively affected by productivity issues on new build cooling system contracts. The productivity issues increased estimated costs and resulted in deployment of additional resources to complete the contracts on time.

Adjusted EBITDA decreased $31.7 million to a loss of $29.8 million in 2017, compared to income of $1.9 million as a result of the changes in gross profit and increases in SG&A support costs.

Bookings and Backlog

Bookings and backlog are our measure of remaining performance obligations under our sales contracts. It is possible that our methodology for determining bookings and backlog may not be comparable to methods used by other companies.

We generally include expected revenue from contracts in our backlog when we receive written confirmation from our customers authorizing the performance of work and committing the customers to payment for work performed. Backlog may not be indicative of future operating results, and contracts in our backlog may be canceled, modified or otherwise altered by customers. Additionally, because we operate globally, our backlog is also affected by changes in foreign currencies each period. We do not include orders of our unconsolidated joint ventures in backlog.

Bookings represent changes to the backlog. Bookings include additions from booking new business, subtractions from customer cancellations or modifications, changes in estimates of liquidated damages that affect selling price and revaluation of backlog denominated in foreign currency. We believe comparing bookings on a quarterly basis or for periods less than one year is less meaningful than for longer periods, and that shorter-term changes in bookings may not necessarily indicate a material trend.



	Year Ended December 31,
(In millions)	2018			2017
Babcock & Wilcox	$	688		$	656
Vølund & Other Renewable ⁽¹⁾	(501		)	115
SPIG	65			183
Other/eliminations	(2		)	(46		)
Bookings	$	250		$	908

⁽¹⁾ Vølund & Other Renewable bookings in the year ended December 31, 2018 includes a reduction of approximately $467 million from the sale of PBRRC, as described in Note 5 to the Consolidated Financial Statements included in Item 8 and $81 million from the settlement of the fifth loss project as described in Note 7 to the Consolidated Financial Statements included in Item 8 . Vølund & Other Renewable bookings also include the revaluation of backlog denominated in currency other than U.S. dollars, which was $(21.5) million and $64.3 million, in the year ended December 31, 2018, and 2017, respectively.



	Year Ended December 31,
(In approximate millions)	2018			2017
Babcock & Wilcox	$	386		$	453
Vølund & Other Renewable ⁽¹⁾⁽²⁾	327			1,008
SPIG	87			175
Other/eliminations	(18		)	(43		)
Backlog	$	782		$	1,593

⁽¹⁾ Vølund & Other Renewable backlog at December 31, 2018, includes $233 million related to long-term operation and maintenance contracts for renewable energy plants, with remaining durations extending until 2034. Generally, such contracts have a duration of 10-20 years and include options to extend.

⁽²⁾ Vølund & Other Renewable bookings in the year ended December 31, 2018 includes a reduction of approximately $467 million from the sale of PBRRC, as described in Note 5 to the Consolidated Financial Statements included in Item 8 .

Of the backlog at December 31, 2018, we expect to recognize revenues as follows:



(In approximate millions)	2019			2020		Thereafter		Total
Babcock & Wilcox	$	290		$	71	$	25	$	386
Vølund & Other Renewable	109			24		194		327
SPIG	38			—		49		87
Other/eliminations	(18		)	—		—		(18		)
Expected revenue from backlog	$	419		$	95	$	268	$	782

Corporate

Corporate costs include SG&A expenses that are not allocated to the reportable segments. These costs include certain executive, compliance, strategic, reporting and legal expenses associated with governance of the total organization and being an SEC registrant. Corporate costs decreased $9.3 million to $26.9 million in 2018, as compared to $36.1 million in 2017, primarily due to the benefits of restructuring, lower incentive and stock-based compensation and reductions in discretionary spend. Corporate costs increased $0.8 million to $36.1 million in 2017, as compared to $35.3 million in 2016, primarily due to the benefits of restructuring and lower stock-based and incentive compensation being offset by the higher indirect support costs related to owning MEGTEC and Universal. Allocations are excluded from discontinued operations, and accordingly, these indirect costs that were previously absorbed by the MEGTEC and Universal businesses have been included with other unallocated costs in Corporate, and total $11.4 million , $8.8 million and $4.3 million in 2018, 2017 and 2016, respectively.

Research and Development

Our research and development activities are related to improving our products through innovations to reduce the cost of our products to make them more competitive and through innovations to reduce performance risk of our products to better meet our and our customers' expectations. Research and development costs unrelated to specific contracts are expensed as incurred. Research and development expenses totaled $3.8 million , $7.6 million and $8.8 million in the years ended December 31, 2018 , 2017 and 2016 . The reductions resulted from cost control initiatives.

Restructuring

In 2018, we began to implement a series of cost restructuring actions in our U.S., European, Canadian and Asian operations, and corporate functions. These actions were intended to appropriately size our operations and support functions in response to the continuing decline in global markets for new build coal-fired power generation, the announcement of the MEGTEC and Universal sale and our liquidity needs. Severance cost associated with these actions taken through December 31, 2018 is expected to total approximately $9.1 million , of which $7.2 million was recorded in the year ended December 31, 2018 and the remainder will be recorded mainly in 2019 over the remaining service periods. Severance payments are expected to extend through mid-2019. In addition, executive severance totaling $5.3 million in 2018 related to the elimination of the SVP and Chief Business Development Officer role and the transition of two CEO roles in 2018. Executive severance payments are expected to extend through late-2019. In February 2019, we implemented additional severance actions, primarily in our U.S. operations and corporate functions, and cost associated with these actions is expected to be approximately $ 3.3 million . Our restructuring actions and other additional cost reductions since the second quarter of 2018 are designed to save approximately $84 million annually.

The remainder of the restructuring costs in 2018, primarily relate to actions from the second half of 2017 that were intended to improve our global cost structure and increase our financial flexibility. These restructuring actions included a workforce reduction at both the business segment and corporate levels totaling approximately 9% of our global workforce, SG&A expense reductions and new cost control measures, and office closures and consolidations in non-core geographies. These actions included the reduction of approximately 30% of Vølund's workforce to align with a new execution model focused on Vølund's core boiler, grate and environmental equipment technologies, with the balance-of-plant and civil construction scope being executed by a partner.

In 2017 and 2016, restructuring costs relate primarily to a series of activities that took place prior to 2017 that were intended to help us maintain margins, make our costs more volume-variable and allow our business to be more flexible. These actions were primarily in the Babcock & Wilcox segment in advance of lower projected demand for power generation from coal in the United States. We made our manufacturing costs more volume-variable through the closure of manufacturing facilities and development of manufacturing arrangements with third parties. Also, we made our cost of engineering 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. Until the second quarter of 2018, these restructuring actions achieved the goal of maintaining gross margins in the Babcock & Wilcox segment. Quantification of cost savings, however, is significantly dependent upon volume assumptions that have changed since the restructuring actions were initiated. In 2016, we recorded cash restructuring charges of $19.9 million that impacted the accrued restructuring liability and $15.0 million of non-cash restructuring expense related to losses on the disposals of long-lived assets.

Spin-Off Transaction Costs

Spin-off costs were primarily attributable to employee retention awards directly related to the spin-off from our former parent, now known as BWX Technologies, Inc. or "BWXT". In the years ended December 31, 2018 , 2017 and 2016, we recognized spin-off costs of $0.3 million , $1.2 million , and $3.8 million respectively. In each of the years ended December 31, 2018 and 2017, we disbursed $1.9 million of the accrued retention awards.

Goodwill and Other Intangible Asset Impairments

We recorded goodwill impairments totaling $37.5 million and $86.9 million in 2018 and 2017, respectively. As a result of these impairments, the only remaining goodwill is included in the Babcock & Wilcox segment. In 2017, the impairment included a $50.0 million charge to fully impair goodwill in the Vølund & Other Renewable reporting unit and a $36.9 million charge in the SPIG reporting unit. The impairment charge in 2018 represented the remainder of the goodwill in the SPIG reporting unit. The reasons for the impairment charges and the related assumptions to determine these charges are described in Note 14 to the Consolidated Financial Statements included in Item 8 .

In the fourth quarter of 2018, a strategic decision was made to exit certain geographies of the SPIG segment, and as a result, $2.5 million of the customer relationship and other intangible assets related to these geographies were impaired.

Equity in Income (Loss) of Investees



	Year Ended December 31,
	2018			2017			2016
Our share of income from equity method investees	$	250		$	8,326		$	8,116
Gain on sale of BWBC	6,509			—			—
Gain on sale of HMA	—			—			8,324
Other-than-temporary impairment of TBWES	(18,362		)	(18,193		)	—
	$	(11,603	)	$	(9,867	)	$	16,440

As of December 31, 2018, we do not have investments in equity method investees. In the first quarter of 2018, we sold our interest in BWBW to our joint venture partner in China for approximately $21.1 million . In the third quarter of 2018, we sold our interest in TBWES to our joint venture partner in India for approximately $15.0 million , including settlement of outstanding claims. In the fourth quarter of 2016, we sold our interest in Halley & Mellowes Pty. Ltd ("HMA") to our joint

venture partner in Australia for $18.0 million . The sales of BWBC and HMA resulted in gains, as shown in the table above. We recognized other-than-temporary impairments on TBWES as shown in the table above; in 2017 the impairment related to a change in business strategy, and in 2018, the impairment was based on the preliminary selling price. Refer to Note 13 in the Consolidated Financial Statements included in Item 8 for further information regarding our former equity method investments.

Depreciation and Intangible Asset Amortization

Depreciation expense was $21.8 million , $19.4 million and $18.7 million in the years ended December 31, 2018, 2017 and 2016, respectively.

We recorded intangible asset amortization expense of $6.7 million , $11.0 million and $15.8 million in the years ended December 31, 2018, 2017and 2016, respectively.

In September 2018, we relocated our global corporate headquarters to Barberton, Ohio from Charlotte, North Carolina. At the same time, we announced that we would consolidate most of our Barberton and Copley, Ohio operations into new, leased office space in Akron, Ohio, in the third quarter of 2019. The new location in Akron is expected to reduce operating costs, net of rent, and to provide a space that better meets our needs. We do not expect to incur significant relocation costs; however, we expect $7.0 million of accelerated depreciation to be recognized through mid-2019, of which $2.9 million was recognized in 2018.

Mark to Market Adjustments of Pension and Retirement Plans

We recognize actuarial gains and losses for our pension and other postretirement benefit plans into earnings as a component of net periodic benefit cost, which affect both our cost of operations and other income (expense) in our Consolidated Statements of Operations. These mark to market ("MTM") adjustments for our pension and other postretirement plans resulted in net (losses) gains of $(67.5) million , $8.7 million , and $(24.2) million in 2018, 2017 and 2016, respectively.

While we retained the pension liability related to employees of PBRRC after the September 2018 sale of this business, the status change of these participants in the Retirement Plan for Employees of Babcock & Wilcox Commercial Operations (the "Commercial Operations Plan") resulted in a $3.5 million curtailment loss in the third quarter of 2018, which also triggered an interim MTM of the Commercial Operations Plan assets and liabilities that was a gain of $7.7 million in the third quarter of 2018. Additionally, in 2018, lump sum payments from our Canadian pension plan resulted in a plan settlement gain of $0.1 million and an interim MTM gain of $0.4 million in 2018.

The MTM gain in 2017 was primarily related to actual returns on plan assets exceeding our expected long-term rate of return assumption, which more than offset the decrease in the discount rate used to measure the pension and other postretirement plan liabilities at December 31, 2017. The MTM gain in 2017 was partially offset by lump sum payments from our Canadian pension plan in the first quarter of 2017, which resulted in a plan settlement loss of $0.4 million and an interim MTM loss of $0.7 million in the first quarter of 2017.

The MTM loss in 2016 was primarily related to a decrease in the discount rate used to measure our pension plan liabilities, and changes in the demographics of our pension plan participants, partially offset by actual return on assets that exceeded our expected return for the year. The MTM loss in 2016 was partially offset by a curtailment gain in one of our other postretirement benefit plans. We terminated the Babcock & Wilcox Retiree Medical Plan (the "Retiree Medical plan") effective December 31, 2016. The Retiree Medical Plan was originally established to provide secondary medical insurance coverage for retirees that had reached the age of 65, up to a lifetime maximum cost. In exchange for terminating the Retiree Medical Plan, the participants had the option to enroll in a third-party health care exchange, to which the Company agreed to contribute up to $750 a year for each of the next three years (beginning in 2017) to a health reimbursement account ("HRA"), provided the plan participant had not yet reached their lifetime maximum under the terminated Retiree Medical Plan. Based on the number of participants who enrolled in the new benefit plan, we recognized a curtailment gain of $10.8 million on December 31, 2016 for the actuarially determined difference in the liability for these participants in the Retiree Medical Plan and the new plan. The curtailment gain was deferred in accumulated other comprehensive income and was being recognized as income through 2020. Participants in the Retiree Medical Plan filed a class action lawsuit against the Company in 2017 asserting that the change in health care coverage breached the Company's obligations under collective bargaining agreements. In April 2018, the court approved a settlement whereby the Company will contribute $1,000 a year for 2018 and 2019, and $1,100 a year thereafter for the life of a participant to an HRA. As a result of the settlement, the revised Retiree Medical Plan

was actuarially remeasured as of April 1, 2018. The unamortized balance of the curtailment gain of $5.2 million and the related deferred tax of $1.3 million was reversed from AOCI and we recorded $5.2 million in other accumulated postretirement benefit liabilities for the actuarial value of the Retiree Medical Plan. Also, during the second and third quarters of 2016, we recorded adjustments to our benefit plan liabilities resulting from certain curtailment and settlement events. In April and September 2016, lump sum payments from our Canadian pension plan resulted in pension plan settlement charges of $1.1 million and $0.1 million, respectively. In May 2016, the closure of our West Point, Mississippi manufacturing facility resulted in a $1.8 million curtailment charge in our United States pension plan. These events resulted in interim MTM accounting for the respective benefit plans in 2016, which totaled $27.5 million.

Refer to Note 18 in the Consolidated Financial Statements included in Item 8 for further information regarding our pension and other postretirement plans.

Foreign Exchange

We translate assets and liabilities of our foreign operations into United States dollars at current exchange rates, and we translate items in our statement of operations at average exchange rates for the periods presented. We record adjustments resulting from the translation of foreign currency financial statements as a component of accumulated other comprehensive income (loss). We report foreign currency transaction gains and losses in income.

Foreign exchange loss was $(28.5) million , $(4.8) million and $(1.9) million in 2018, 2017 and 2016, respectively. Foreign exchange gains and losses are primarily related to unhedged intercompany loans denominated in European currencies to fund foreign operations. Foreign exchange losses in 2018 were driven primarily by a strengthening U.S. dollar compared to the underlying European currencies. Additionally, in July 2018, the AOCI related to cumulative currency translation loss from our investment in TBWES of $2.6 million was also recognized as a loss and is included in foreign exchange with other income (expense) in our Consolidated Statements of Operations.

Income Taxes

We operate in numerous countries that have statutory tax rates different than the U.S. federal statutory tax rate of 21%. The most significant of these foreign operations are located in Canada, Denmark, Germany, Italy, Mexico, Sweden and the United Kingdom with effective tax rates ranging between 19% and approximately 30%. We have also established full valuation allowances against our deferred tax assets, and changes in valuation allowance may partly or entirely offset any income tax expense or benefit in a given jurisdiction depending on the nature of the income or expense and the deferred tax position in that jurisdiction. As a result, we expect our effective income tax rate to vary, potentially significantly, from period to period.

Loss before provision for income taxes generated in the United States and foreign locations for years ended December 31, 2018, 2017 and 2016 is presented in the table below.



	Year Ended December 31,
(in thousands)	2018			2017			2016
United States	$	(166,269	)	$	(46,673	)	$	(10,208	)
Other than the United States	(389,532		)	(270,877		)	(109,419		)
Loss before income taxes	(555,801		)	(317,550		)	(119,627		)
Income tax expense	102,224			63,709			2,706
Effective tax rate	(18.4		)%	(20.1		)%	(2.3		)%

In 2018, we had a pretax loss in the United States after MTM adjustments as well as an aggregate pretax loss in our foreign jurisdictions. Our effective tax rate was (18.4)% and was significantly impacted by net unfavorable discrete items of approximately $100.0 million that decreased the effective rate by 18.0%. These unfavorable discrete items included a non-cash charge of $99.6 million to increase the valuation allowance against our remaining net deferred tax assets as described in Note 10 to the Consolidated Financial Statements included in Item 8 . The portion of this charge that related to the net deferred tax assets in the United States was $96.1 million. In 2018, we continued to have significant losses in certain foreign jurisdictions that were subject to valuation allowances and therefore did not give rise to tax benefits. These losses were primarily attributable to Vølund and SPIG.

In 2017, we had a pretax loss in the United States after MTM adjustments as well as an aggregate pretax loss in our foreign jurisdictions. Our effective tax rate was (20.1)% and was significantly impacted by losses in certain foreign jurisdictions that were subject to a valuation allowance and therefore did not give rise to a tax benefit, as well as net unfavorable discrete items of approximately $70.7 million. The foreign losses for which benefit was not recorded were primarily attributable to operating losses at Vølund. In addition, we recorded nondeductible goodwill impairment charges that impacted our effective tax rate. The net unfavorable discrete items decreased the effective tax rate by 22.6% and primarily consisted of $62.4 million related to changes to deferred taxes resulting from the tax rate reduction included in the United States tax reform legislation enacted in December of 2017 as described in Note 10 to the Consolidated Financial Statements included in Item 8 , withholding tax of $4.5 million on a dividend distribution outside the United States, and unfavorable discrete items related to changes in state deferred taxes due to changes in tax rates and an increase in valuation allowances of $5.0 million.

In 2016, we had a pretax loss in the United States after MTM adjustments as well as an aggregate pretax loss in our foreign jurisdictions. Our effective tax rate was (2.3)% and was significantly impacted by losses in certain foreign jurisdictions that were subject to a valuation allowance and therefore did not give rise to a tax benefit, as well as net unfavorable discrete items of approximately $32.2 million. The foreign losses for which benefit was not recorded were primarily attributable to operating losses at Vølund. The unfavorable discrete items decreased the effective tax rate by 26.9% and primarily consisted of a $15.7 million increase in the valuation allowance against deferred tax assets related to Vølund that incurred pretax losses, a $10.8 million increase in the valuation allowance against the deferred tax asset related to our equity investment in a foreign joint venture and a $5.1 million charge related to changes in state deferred taxes due to changes in tax rates and an increase in valuation allowances.

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.

See Note 10 to the Consolidated Financial Statements included in Item 8 for explanation of differences between our effective income tax rate and our statutory rate, the impact of the United States Tax Cuts and Jobs Act of 2017 and the impact to the Company if an ownership change should occur under Section 382 of the Internal Revenue Code ("IRC"). The terms of the financing under active discussion on April 2, 2019 , the date of this annual report, as described in Note 1 to the Consolidated Financial Statements included in Item 8 would likely result in an "ownership change" under IRC Section 382 if completed as described.

Liquidity and Capital Resources

Liquidity

To address our liquidity needs and the going concern uncertainty, we:


•	raised gross proceeds of $248.4 million on April 30, 2018 through the rights offering as described in Note 22 to the Consolidated Financial Statements included in Item 8 (the "2018 Rights Offering");


•	repaid on May 4, 2018 the Second Lien Term Loan Facility described in Note 21 to the Consolidated Financial Statements included in Item 8 that had been in default beginning March 1, 2018;


•	completed the sale of our MEGTEC and Universal businesses on October 5, 2018, for $130 million , subject to adjustment, resulting in receipt of $112.0 million in cash, net of $22.5 million in cash sold with the businesses, and $7.7 million that was deposited in escrow pending final settlement of working capital and other customary matters;


•	completed the sale of Palm Beach Resource Recovery Corporation ("PBRRC"), a subsidiary that held two operations and maintenance contracts for waste-to-energy facilities in West Palm Beach, Florida, on September 17,

2018 for $45 million subject to adjustment, resulting in receipt of $38.9 million in cash and $4.9 million , which was deposited in escrow pending final settlement of working capital and other customary matters;


•	sold our equity method investments in Babcock & Wilcox Beijing Company, Ltd. ("BWBC"), a joint venture in China, and Thermax Babcock & Wilcox Energy Solutions Private Limited ("TBWES"), a joint venture in India, and settled related contractual claims, resulting in proceeds of $21.1 million in the second quarter of 2018 and $15.0 million in the third quarter of 2018, respectively;


•	sold another non-core business for $5.1 million in the first quarter of 2018;


•	initiated restructuring actions and other additional cost reductions since the second quarter of 2018 that are designed to save approximately $84 million annually;


•	received $30 million in net proceeds from Tranche A-1 of Last Out Term Loans, described in Note 20 to the Consolidated Financial Statements included in Item 8 , from B. Riley FBR, Inc., a related party, in September and October 2018 (Tranche A-1 was assigned to Vintage Capital Management LLC, another related party, on November 19, 2018);


•	received $10.0 million in net proceeds from Tranche A-2 of the Last Out Term Loans, described in Note 31 to the Consolidated Financial Statements included in Item 8 , from B. Riley Financial, Inc., a related party on March 20, 2019;


•	reduced uncertainty and provided better visibility into our future liquidity requirements by turning over four of the six European Vølund loss contracts to the customers and negotiating settlement of the remaining two loss contracts in the first quarter of 2019 as described in Note 7 to the Consolidated Financial Statements included in Item 8 ; and

•

Events Subsequent to December 31, 2018

Subsequent to December 31, 2018, we have entered into a series of limited waivers (described below) to avoid default under our U.S. Revolving Credit Facility and Last Out Term Loans while we negotiated the settlement of the final two European Vølund loss contracts described in Note 7 to the Consolidated Financial Statements included in Item 8 and negotiated terms for financing and the related further amendment to our Amended Credit Agreement to allow for that financing. On March 20, 2019, we borrowed $10.0 million of additional funding in the form of a Tranche A-2 Last Out Term Loan (described below) to support working capital needs. Since March 20, 2019, we have been nearly fully drawn on the U.S. Revolving Credit Facility, minimal additional amounts were available for borrowings or letters of credit, and we were in compliance with the terms of the Amended Credit Agreement subject to the limited waivers that cumulatively extend through April 5, 2019 . The waivers are described in more detail in Note 31 to the Consolidated Financial Statements included in Item 8 .

As of April 2, 2019 , the settlement of the final two European Vølund loss contracts has been completed pending payment of amounts due under the settlement. Binding agreement of this settlement, subject to payment, was a requirement of the lending group of the Amended Credit Agreement for further amendment. The additional financing required to make those settlement payments and to provide additional funding of working capital has not been yet been committed; however, as of April 2, 2019 , negotiation for additional financing continues with the lending group under the Amended Credit Agreement, including related parties, and with interested third parties. The status and risks associated with our financing plans are described more fully above.

On March 19, 2019, we entered into an amendment and limited waiver (the "15th Amendment") to our Amended Credit Agreement, which replaced in full the First Limited Waiver, and extended the waivers of our compliance with covenants in the Amended Credit Agreement and certain events of default through March 29, 2019. The 15th Amendment also made certain other modifications to the Amended Credit Agreement. Specifically, the 15th Amendment provided $10.0 million in additional commitments from B. Riley Financial, Inc. under a Tranche A-2 of Last Out Term Loans, which were fully borrowed on March 20, 2019. This borrowing under Tranche A-2 of Last Out Term Loans was generally made on terms, including interest rate, maturity and prepayment, that are the same as our Tranche A-1 of the Last Out Term Loans.

Certain of the lenders, as well as certain of their respective affiliates, have performed and may in the future perform for us and our subsidiaries, various commercial banking, investment banking, lending, underwriting, trust services, financial advisory and other financial services, for which they have received and may in the future receive customary fees and expenses. B. Riley is a significant stockholder, owning approximately 6.43% of our outstanding common stock. See also Note 27 to the Consolidated Financial Statements included in Item 8 .

Cash and Cash Flow as of and for the Years Ended December 31, 2018, 2017 and 2016

At December 31, 2018 , our unrestricted cash and cash equivalents totaled $43.2 million and we had total debt of $176.2 million . Our foreign business locations held $35.5 million at December 31, 2018 . Our U.S. Revolving Credit Facility allows for nearly immediate borrowing of available capacity to fund cash requirements in the normal course of business, meaning that U.S. cash on hand is minimized to reduce borrowing costs. In general, our foreign cash balances are not available to fund our U.S. operations unless the funds are repatriated or used to repay intercompany loans made from the U.S. to foreign entities, which could expose us to taxes we presently have not made a provision for in our results of operations. We presently have no plans to repatriate these funds to the U.S. At December 31, 2018 , we had approximately $25.0 million available for borrowings or to meet letter of credit requirements primarily based on our overall facility size, our borrowing sublimit and giving effect to the limited waivers described above. Since March 20, 2019, we have been nearly fully drawn on the U.S. Revolving Credit Facility, minimal additional amounts were available for borrowings or letters of credit, and we were in compliance with the terms of the Amended Credit Agreement subject to the limited waivers that cumulatively extend through April 5, 2019 . As a result, the U.S. Revolving Credit Facility balance as of December 31, 2018 is presented as a current liability in our Consolidated Balance Sheets.

Net operating cash flow was a use of $281.9 million in the year ended December 31, 2018, which was primarily due to funding progress on the six European Vølund loss contracts, corporate overhead, interest, pension and other postretirement benefits. Operating cash flows in the year ended December 31, 2018 are primarily represented in the operating loss of continuing operations before non-cash impairments of goodwill, equity method investments and a valuation allowance for deferred taxes. Additionally, the effect of the settlement of the final two European Vølund loss contracts described above was included in operating income but is expected to be paid in 2019. In the year ended December 31, 2017, cash used in operations was $189.8 million and primarily related funding progress on the six European Vølund loss contracts in the Vølund & Other Renewable segment. Cash flows in the year ended December 31, 2017 are also primarily represented in the operating loss of continuing operations before non-cash impairments of goodwill and equity method investments, partly offset by improvements to working capital and an income tax refund.

Cash flows from investing activities provided net cash of $179.2 million in the year ended December 31, 2018, primarily from asset sales, including the sales of MEGTEC and Universal for $112.0 million in cash, net of $22.5 million in cash sold with the businesses, the sale of PBRRC for $38.9 million, the sales of two equity method investments, BWBC and TBWES, for $28.8 million , and the sale of a small emissions monitoring business for $5.1 million, which were offset by $5.5 million of capital expenditures. In the year ended December 31, 2017, net cash used by investing activities was $63.9 million , primarily related to $52.5 million for the Universal acquisition and $14.3 million of capital expenditures.

Cash flows from financing activities provided net cash of $82.6 million in the year ended December 31, 2018, primarily related to $50.6 million of net borrowings from the U.S. Revolving Credit Facility and the $30.0 million of borrowings from Tranche A-1 of the Last Out Term Loans for working capital purposes. Gross proceeds received from the 2018 Rights Offering were $248.4 million , of which $214.9 million were used to repay the Second Lien Term Loan, including $2.3 million of accrued interest, with the remainder used to fund operations. Cost associated with financing activity in the year ended December 31, 2018 totaled $25.6 million . Net cash provided by financing activities in the year ended December 31, 2017 was $206.1 million and included $84.5 million of net borrowings under the U.S. Revolving Credit Facility, which were used to fund our working capital needs and the Universal acquisition. Net cash provided by financing activities in the year ended December 31, 2017 also included proceeds from the issuance of the second lien term loan of $161.7 million, which were used to repurchase 16.7 million of shares of common stock from a related party, fund debt issuance costs and repay a portion of our U.S. revolving credit facility. Cost associated with financing activity in the year ended December 31, 2017 totaled $15.0 million.

2018 Rights Offering

On March 19, 2018, we distributed to holders of our common stock one nontransferable subscription right to purchase 1.4 common shares for each common share held as of 5:00 p.m., New York City time, on March 15, 2018 at a price of $3.00 per common share. On April 10, 2018, we extended the expiration date and amended certain other terms regarding the 2018 Rights Offering. As amended, each right entitled holders to purchase 2.8 common shares at a price of $2.00 per share. The 2018 Rights Offering expired on April 30, 2018. The Company did not issue fractional rights or pay cash in lieu of fractional rights. The 2018 Rights Offering did not include an oversubscription privilege.

The 2018 Rights Offering concluded on April 30, 2018, resulting in the issuance of 124.3 million common shares on April 30, 2018. Gross proceeds from the 2018 Rights Offering were $248.4 million. Of the proceeds received, $214.9 million was used to fully repay the Second Lien Credit Agreement, including $2.3 million of accrued interest, and the remainder was used for working capital purposes. Direct costs of the 2018 Rights Offering totaled $3.3 million .

U.S. Revolving Credit Facility as of December 31, 2018

On May 11, 2015, we entered into a credit agreement with a syndicate of lenders (as amended, the "Amended Credit Agreement") in connection with our spin-off from The Babcock & Wilcox Company (now BWX Technologies, Inc.) which governs the U.S. Revolving Credit Facility and the Last Out Term Loans. Since June 2016, we have entered into a number of waivers and amendments ("the Amendments") to the Amended Credit Agreement, including those to avoid default. The U.S. Revolving Credit Facility as in effect at December 31, 2018 was scheduled to mature on June 30, 2020 and provided for a senior secured revolving credit facility in an aggregate amount of up to $347.0 million, as amended and adjusted for completed asset sales. The proceeds from loans under the U.S. Revolving Credit Facility are available for working capital needs and other general corporate purposes, and the full amount is available to support the issuance of letters of credit, subject to the limits specified in the amendment described below.

The Amended Credit Agreement and our obligations under certain hedging agreements and cash management agreements with our lenders and their affiliates continue to be (1) guaranteed by substantially all of our wholly owned domestic subsidiaries and certain of our foreign subsidiaries, but excluding our captive insurance subsidiary, and (2) secured by first-priority liens on certain assets owned by us and the guarantors. The U.S. Revolving Credit Facility requires interest payments on revolving loans on a periodic basis until maturity. We may prepay all loans at any time without premium or penalty (other than customary LIBOR breakage costs), subject to notice requirements. The U.S. Revolving Credit Facility requires certain prepayments on any outstanding revolving loans after receipt of cash proceeds from certain asset sales or other events, subject to certain exceptions. Such prepayments may require us to reduce the commitments under the U.S. Revolving Credit Facility by a corresponding amount of such prepayments.

After giving effect to the Amendments through December 31, 2018, revolving loans outstanding under the U.S. Revolving Credit Facility bear interest at our option at either (1) the LIBOR rate plus 5.0% per annum during 2018, 6.0% per annum during 2019 and 7.0% per annum during 2020, or (2) the Base Rate plus 4.0% per annum during 2018, 5.0% per annum during 2019, and 6.0% per annum during 2020. The Base Rate is the highest of the Federal Funds rate plus 0.5% , the one month LIBOR rate plus 1.0% , or the administrative agent's prime rate. The components of our interest expense are detailed in Note 26 . A commitment fee of 1.0% per annum is charged on the unused portions of the U.S. Revolving Credit Facility. Additionally, an annual facility fee of $1.5 million is payable on the first business day of 2018 and 2019, and a pro-rated amount is payable on the first business day of 2020. A deferred fee of 2.5% was charged until October 9, 2018 and decreased to 1.5% effective October 10, 2018 due to achieving certain asset sales. A letter of credit fee of 2.5% per annum is charged with respect to the amount of each financial letter of credit outstanding, and a letter of credit fee of 1.5% per annum is charged with respect to the amount of each performance and commercial letter of credit outstanding.

The Amended Credit Agreement includes financial covenants that are tested on a quarterly basis, based on the rolling four-quarter period that ends on the last day of each fiscal quarter. These include a maximum permitted senior debt leverage ratio and a minimum consolidated interest coverage ratio, each as defined in the Amended Credit Agreement. Compliance with these ratios were waived as of December 31, 2018 and new ratios were established in the subsequent amendments described in Note 31 , as we would not have otherwise been in compliance at December 31, 2018.

At December 31, 2018 , borrowings under the U.S. Revolving Credit Facility consisted of $144.9 million at a weighted average interest rate of 7.82% . Usage under the U.S. Revolving Credit Facility consisted of $144.9 million of borrowings, $29.1 million of financial letters of credit and $146.8 million of performance letters of credit. At December 31, 2018 , we had approximately $25.0 million available for borrowings or to meet letter of credit requirements primarily based on our overall facility size, our borrowing sublimit and giving effect to the limited waivers described in Note 31 . Since March 20, 2019, we have been nearly fully drawn on the U.S. Revolving Credit Facility, minimal additional amounts were available for borrowings or letters of credit, and we were in compliance with the terms of the Amended Credit Agreement subject to the limited waivers that cumulatively extend through April 5, 2019 . As a result, the U.S. Revolving Credit Facility balance as of December 31, 2018 is presented as a current liability in our Consolidated Balance Sheets.

Foreign Revolving Credit Facilities

Outside of the United States, we have revolving credit facilities in Turkey and, until the first quarter of 2018, in India that are used to provide working capital to local operations. At December 31, 2018 and 2017, we had aggregate borrowings under these facilities of $0.6 million and $9.2 million respectively. Our weighted average interest rate on these facilities was 40.00% and 6.07% at December 31, 2018 and 2017, respectively. In 2018, our banking counterparties in Turkey began requiring the conversion of these revolving credit facilities to Turkish lira denomination from euro denomination, resulting in correspondingly higher market interest rates. As of January 4, 2019, the foreign revolving credit facilities were paid in full and closed.

Letters of Credit, Bank Guarantees and Surety Bonds

Certain subsidiaries primarily outside of the United States have credit arrangements with various commercial banks and other financial institutions for the issuance of letters of credit and bank guarantees in association with contracting activity. The aggregate value of all such letters of credit and bank guarantees opened outside of the U.S. Revolving Credit Facility as of December 31, 2018 and December 31, 2017 was $175.9 million and $269.1 million , respectively. The aggregate value of all such letters of credit and bank guarantees that are partially secured by the U.S. Revolving Credit Facility as of December 31, 2018 was $80.2 million . The aggregate value of the letters of credit provided by the U.S. Revolving Credit Facility in support of letters of credit outside of the United States was $47.6 million as of December 31, 2018 .

We have posted surety bonds to support contractual obligations to customers relating to certain contracts. We utilize bonding facilities to support such obligations, but the issuance of bonds under those facilities is typically at the surety's discretion. These bonds generally indemnify customers should we fail to perform our obligations under the applicable contracts. We, and certain of our subsidiaries, have jointly executed general agreements of indemnity in favor of surety underwriters relating to surety bonds those underwriters issue in support of some of our contracting activity. As of December 31, 2018 , bonds issued and outstanding under these arrangements in support of contracts totaled approximately $202.7 million . The aggregate value of the letters of credit provided by the U.S. Revolving Credit facility in support of surety bonds was $22.6 million.

Our ability to obtain and maintain sufficient capacity under our U.S. Revolving Credit Facility is essential to allow us to support the issuance of letters of credit, bank guarantees and surety bonds. Without sufficient capacity, our ability to support contract security requirements in the future will be diminished.

Last Out Term Loans as of December 31, 2018

As referenced above, our Amended Credit Agreement required us to draw $30.0 million of net proceeds under Tranche A-1 of the Last Out Term Loans ("Tranche A-1"), which were borrowed from B. Riley FBR, Inc. , a related party, in September and October 2018. On November 19, 2018, Tranche A-1 was assigned from B. Riley FBR, Inc., a related party, to Vintage Capital Management LLC , also a related party. The face principal amount of Tranche A-1 is $30.0 million , which excludes a $2.0 million up-front fee that was added to the principal balance on the first funding date, transaction expenses, paid-in-kind interest, and original issue discounts of 10.00% for each draw under Tranche A-1. Tranche A-1 is incurred under our Amended Credit Agreement and shares on a pari passu basis with the U.S. Revolving Credit Facility. Tranche A-1 matures and is payable in full on July 1, 2020, the day after the maturity date of the U.S. Revolving Credit Facility. Tranche A-1 may be prepaid, subject to the subordination provisions, but not re-borrowed.

Tranche A-1 bears interest at a rate per annum equal to (i) if designated a eurocurrency rate loan, the then-applicable U.S. LIBOR rate plus 14.00% , with 5.50% of such interest rate to be paid in cash and the remaining 8.50% payable in kind by adding such accrued interest to the principal amount of Tranche A-1 and (ii) if designated a base rate loan, the then applicable prime rate set by the Administrative Agent plus 13.00% , with 4.50% of such interest rate to be paid in cash and the remaining 8.50% payable in kind by adding such accrued interest to the principal amount of Tranche A-1. Subject to the subordination provisions, Tranche A-1 shall be subject to all of the other same representations and warranties, covenants and events of default under the Amended Credit Agreement. The total effective interest rate of Tranche A-1 was 25.38% on December 31, 2018. The effective rate of the Tranche A-1 may fluctuate over the life of the loan due to changes in LIBOR, the prime rates or any repayments. Interest expense associated with Tranche A-1 is detailed in Note 26 .

Second Lien Term Loan Extinguished in 2018

On August 9, 2017, we entered into the Second Lien Term Loan Facility with an affiliate of AIP, a related party. The Second Lien Term Loan Facility consisted of a second lien term loan in the principal amount of $175.9 million, all of which we borrowed on August 9, 2017, and a delayed draw term loan in the principal amount of up to $20.0 million, which was drawn in a single draw on December 13, 2017. Through March 7, 2018, the interest rates were 10% and 12% per annum under the second lien term loan and the delayed draw term loan, respectively; each increased by 200 basis points to 12% and 14% per annum, respectively, beginning March 7, 2018, and in each case, interest was payable quarterly.

Using $212.6 million of the proceeds from the 2018 Rights Offering, we fully repaid the Second Lien Term Loan Facility on May 4, 2018, plus accrued interest of $2.3 million . A loss on extinguishment of this debt of approximately $49.2 million was recognized in the second quarter of 2018 as a result of the remaining $32.5 million unamortized debt discount on the date of the repayment, $16.2 million of make-whole interest, and $0.5 million of fees associated with the extinguishment.

Long-Term Benefit Obligations

Our unfunded pension and postretirement benefit obligations totaled $282.2 million at December 31, 2018. For the year ended December 31, 2018, we made required contributions to our pension plans totaling $20.1 million and to our postretirement plans of $1.3 million . In 2019, we expect to make $6 million to $22 million of contributions to our benefit plans. We have applied for relief in the U.S. through pension contribution waivers that were filed with the IRS in January 2019, which would defer minimum pension contributions for approximately one year to then be repaid over a five-year period. If the temporary hardship waivers are not fully granted, required contributions could approach the high end of this range. See additional information on our long-term benefit obligations in Note 18 to our Consolidated Financial Statements included in Item 8 of this annual report.

Contractual Obligations

Our cash requirements as of December 31, 2018 under current contractual obligations were as follows:



(in thousands)	Total		Less than 1 Year		1-3 Years		3-5 Years		After 5 Years
Operating lease payments	$	19,381	$	6,748	$	8,580	$	3,261	$	792
United States revolving credit facility ⁽¹⁾	$	144,900	$	144,900	$	—	$	—	$	—
Last Out Term Loan ⁽¹⁾⁽²⁾	$	42,675	$	42,675	$	—	$	—	$	—
Foreign revolving credit facility ⁽³⁾	$	606	$	606	$	—	$	—	$	—
ARPA litigation settlement	$	4,500	$	2,500	$	2,000	$	—	$	—


⁽¹⁾	The maturity date of the U.S. Revolving Credit Facility and the Last Out Term Loans are in 2020. However, as of December 31, 2018, the U.S. Revolving Credit Facility and the Last Out Term Loan amounts are presented as a current liability in our Consolidated Balance Sheets as a result of the limited waivers that extend through April 5, 2019.


⁽²⁾	Based on initial principle of $30,000, $5,000 of fees, and payment-in-kind interest totaling $7,675 interest over the scheduled term of the loan with an effective interest rate of 25.65%.


⁽³⁾	As of January 4, 2019, the foreign revolving credit facilities were paid in full and closed.

In September 2018, we announced that we would consolidate most of our Barberton and Copley, Ohio operations into new, leased office space in Akron, Ohio in approximately the third quarter of 2019. As of December 31, 2018, the operating lease agreement for the office space in Akron had not yet commenced; it will commence when it is ready for occupation. The lease has an initial term of fifteen years , with an option to extend up to two additional ten year terms. Base rent will increase two percent annually, making the total future minimum payments during the initial term of the lease approximately $55 million . This amount is not included in the table above.

The table above also excludes cash payments for self-insured claims, litigation (other than the ARPA settlement) and funding of our pension and postretirement benefit plans because we are uncertain as to the timing and amount of any associated cash payments that will be required. For example, pension contributions may be subject to potential required contributions in connection with dispositions or plan mergers. Also, estimated pension and other postretirement benefit payments are based on actuarial estimates using current assumptions for, among other things, discount rates, expected long-term rates of return on

plan assets and health care costs. Additionally, the table above excludes deferred income taxes recorded on our balance sheets because cash payments for income taxes are determined primarily on future taxable income.

Our contingent commitments under letters of credit, bank guarantees and surety bonds outstanding at December 31, 2018 expire as follows (in thousands):



Total	Less than 1 Year	1-3 Years	3-5 Years	Thereafter
$556,029	$317,893	$169,250	$68,033	$853

We do not expect significant cash payments associated with the contingent commitments included in the table above because we expect to fulfill the performance commitments related to the underlying contracts.

Off-Balance Sheet Arrangements

There were no significant off-balance sheet arrangements at December 31, 2018.

EFFECTS OF INFLATION AND CHANGING PRICES

Our Consolidated Financial Statements included in Item 8 are prepared in accordance with generally accepted accounting principles in the United States, using historical United States dollar accounting ("historical cost"). Statements based on historical cost, however, do not adequately reflect the cumulative effect of increasing costs and changes in the purchasing power of the United States dollar, especially during times of significant and continued inflation.

In order to minimize the negative impact of inflation on our operations, we attempt to cover the increased cost of anticipated changes in labor, material and service costs, either through an estimate of those changes, which we reflect in the original price, or through price escalation clauses in our contracts. However, there can be no assurance we will be able to cover all changes in cost using this strategy.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The Consolidated Financial Statements included in Item 8 to this annual report are prepared in accordance with accounting principles generally accepted in the United States. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. These estimates and assumptions are affected by management's application of accounting policies. We believe the following are our most critical accounting policies that we apply in the preparation of our consolidated financial statements. These policies require our most difficult, subjective and complex judgments, often as a result of the need to make estimates of matters that are inherently uncertain.

Contracts and revenue recognition

On January 1, 2018, we adopted ASC Topic 606 "Revenue from Contracts with Customers" using the modified retrospective method applied to all contracts that were not completed as of January 1, 2018. Results for reporting periods beginning on or after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported under the accounting standards in effect for the prior period. We recorded a $0.5 million net increase to opening retained earnings as of January 1, 2018 from the cumulative effect of adopting Topic 606 that primarily related to transitioning the timing of certain sales commissions expense. The effect on revenue from adopting Topic 606 was not material for the year ended December 31, 2018.

A significant portion of our revenue is recognized over time using the cost-to-cost input method, which involves significant estimates. This method of revenue recognition uses costs incurred to date relative to total estimated costs at completion to measure progress toward satisfying our performance obligations. Incurred cost represents work performed, which corresponds with, and thereby best depicts, the transfer of control to the customer. Contract costs include labor, material, overhead, warranty and, when appropriate, SG&A expenses. Variable consideration in these contracts includes estimates of liquidated damages, contractual bonuses and penalties, and contract modifications.

We review contract price and cost estimates each reporting period as the work progresses and reflect adjustments proportionate to the costs incurred to date relative to total estimated costs at completion in income in the period when those estimates are revised. These changes in estimates can be material. For all contracts, if a current estimate of total contract cost

indicates a loss on a contract, the projected contract loss is recognized in full through the statement of operations and an accrual for the estimated loss on the uncompleted contract is included in other current liabilities in the Consolidated Balance Sheets. In addition, when we determine that an uncompleted contract will not be completed on-time and the contract has liquidated damages provisions, we recognize the estimated liquidated damages we will incur and record them as a reduction of the estimated selling price in the period the change in estimate occurs. This includes the effect of the settlement of the customer's rejection and termination rights on the fifth European Vølund loss contract described in Note 7 to the Consolidated Financial Statements included in Item 8 . Losses accrued in advance of the completion of a contract are included in other accrued liabilities, a current liability, in our Consolidated Balance Sheets.

Contract modifications are routine in the performance of our contracts. Contracts are often modified to account for changes in the contract specifications or requirements. In most instances, contract modifications are for goods or services that are not distinct and, therefore, are accounted for as part of the existing contract, with cumulative adjustment to revenue.

We recognize accrued claims in contract revenues for extra work or changes in scope of work to the extent of costs incurred when we believe we have an enforceable right to the modification or claim and the amount can be estimated reliably, and its realization is probable. In evaluating these criteria, we consider the contractual/legal basis for enforcing the claim, the cause of any additional costs incurred and whether those costs are identifiable or otherwise determinable, the nature and reasonableness of those costs, the objective evidence available to support the amount of the claim, and our relevant history with the counter-party that supports our expectations about their willingness and ability to pay for the additional cost along with a reasonable margin. In our Consolidated Balance Sheets, accrued claims receivable at December 31, 2018 and December 31, 2017 were not significant.

Our revenue recognition policies, assumptions, changes in estimates and significant loss contracts are described in greater detail in Note 2 in the Consolidated Financial Statements included in Item 8 to this annual report.

Warranty

We accrue estimated expense included in cost of operations on our Consolidated Statements of Operations to satisfy contractual warranty requirements when we recognize the associated revenues on the related contracts. In addition, we record specific provisions or reductions when we expect the actual warranty costs to significantly differ from the accrued estimates. Factors that impact our estimate of warranty costs include prior history of warranty claims and our estimates of future costs of materials and labor. Such changes could have a material effect on our consolidated financial condition, results of operations and cash flows. Warranty expense in the year ended December 31, 2018 includes a $14.2 million increase in expected warranty costs for the six European Vølund loss contracts based on experience from the startup and commissioning activities in the second quarter of 2018 and $4.3 million of specific provisions on certain contracts in the Babcock & Wilcox segment for specific technical matters and customer requirements.

Pension and other postretirement benefit plans

We use actuarial and other assumptions in calculating the cost and benefit obligations of our pension and postretirement benefits. These assumptions include discount rates, expected returns on plan assets, mortality and retirement rates. These assumptions represent our best estimates based on historical experience and other factors.

Actual experience that differs from these assumptions or future changes in assumptions will affect our recognized benefit obligations and related costs. We recognize net actuarial gains and losses into earnings in the fourth quarter of each year, or as interim remeasurements are required, as a component of net periodic benefit cost. Net actuarial gains and losses occur when actual experience differs from any of the various assumptions used to value our pension and postretirement benefit plans or when assumptions, which are revisited annually through our update of our actuarial valuations, change due to current market conditions or underlying demographic changes. The primary factors contributing to net actuarial gains and losses are changes in the discount rate used to value the obligations as of the measurement date each year, the difference between the actual and expected return on plan assets. The effect of changes in the discount rate and expected rate of return on plan assets in combination with the actual return on plan assets can result in significant changes in our estimated pension and postretirement benefit cost and our consolidated financial condition.

In 2016, we changed our approach to setting the discount rate from a single equivalent discount rate to an alternative spot rate method. This change in estimate was applied prospectively in developing our annual discount rate, which resulted in $6.8 million lower interest and service cost in 2016. The impact of the change in estimate did not change our pension and other

postretirement benefits liability as of December 31, 2016, because any change was completely offset in the net actuarial gain (loss) recorded in the annual MTM adjustment. This new method was adopted because it more accurately applies each year's spot rates to the projected cash flows.

The following sensitivity analysis shows the impact of a 25 basis point change in the assumed discount rate and return on assets on our pension plan obligations and expense for the year ended December 31, 2018:



(In millions)	0.25% increase			0.25% decrease
Discount rate :
Effect on ongoing net periodic benefit cost ⁽¹⁾	$	(26.2	)	$	27.4
Effect on projected benefit obligation	(28.7		)	30.1
Return on assets:
Effect on ongoing net periodic benefit cost	$	(2.4	)	$	2.4

⁽¹⁾ Excludes effect of annual MTM adjustment.

A 25 basis point change in the assumed discount rate and return on assets would have no meaningful impact on our other postretirement benefit plan obligations and expense for the year ended December 31, 2018 individually or in the aggregate, excluding the impact of any annual MTM adjustments we record annually.

Loss contingencies

Goodwill impairment

As of December 31, 2018 , we had $38.2 million and $8.9 million of goodwill remaining in our Babcock & Wilcox and Construction reporting units, respectively, both of which are within the Babcock & Wilcox segment. Impairments in 2018 and 2017 fully impaired goodwill in our SPIG reporting unit and our Vølund & Other Renewable reporting unit.

Each year as of October 1, or as circumstances indicate, we evaluate goodwill at each reporting unit to assess recoverability, and impairments, if any, are recognized in earnings. We perform a qualitative analysis when we believe that there is sufficient excess fair value over carrying value based on our most recent quantitative assessment, adjusted for relevant facts and circumstances that could affect fair value. Deterioration in macroeconomic, industry and market conditions, cost factors, overall financial performance, share price decline or entity and reporting unit specific events could cause us to believe a qualitative test is no longer appropriate.

When we determine that it is appropriate to test goodwill for impairment utilizing a quantitative test, we compare the fair value of a reporting unit to its carrying amount, including goodwill. We utilize both the income and market valuation approaches to provide inputs into the estimate of the fair value of our reporting units, which would be considered by market participants. Under the income valuation approach, we employ a discounted cash flow model to estimate the fair value of each reporting unit. This model requires the use of significant estimates and assumptions regarding future revenues, costs, margins, capital expenditures, changes in working capital, terminal year growth rate and cost of capital. Our cash flow models are based on our forecasted results for the applicable reporting units. Actual results could differ materially from our projections. Some assumptions, such as future revenues, costs and changes in working capital are company driven and could be affected by a loss of one or more significant contracts or customers; failure to control costs on certain contracts; or a decline in demand based on changing economic, industry or regulatory conditions. Changes in external market conditions may affect certain other assumptions, such as the cost of capital. Market conditions can be volatile and are outside of our control.

Under the market valuation approach, we employ both the guideline publicly traded company method and the similar transactions method. The guideline publicly traded company method indicates the fair value of the equity of each reporting unit by comparing it to publicly traded companies in similar lines of business. The similar transactions method considers recent prices paid for business in our industry or related industries. After identifying and selecting guideline companies and similar transactions, we analyze their business and financial profiles for relative similarity. Factors such as size, growth, risk and profitability are analyzed and compared to each of our reporting units. Assumptions include the selection of our peer companies and use of market multiples, which could deteriorate or increase based on the profitability of our competitors and performance of their stock, which is often dependent on the performance of the stock market and general economy as a whole.

Beginning April 1, 2018, we adopted ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. Goodwill impairment tests after April 1, 2018 recognize impairment for the amount that the carrying value of a reporting unit exceeds its fair value up to the remaining amount of goodwill. Interim impairment testing as of June 30, 2018 was performed for the SPIG reporting unit due to lower bookings in the second quarter of 2018 than previously forecasted, which resulted in a reduction in the forecast for the reporting unit. As a result of the impairment test, we recognized a $37.5 million impairment of goodwill in the SPIG reporting unit at June 30, 2018. After the impairment, the SPIG reporting unit did not have any remaining goodwill. Impairment testing was also performed as of October 1, 2018 (annual impairment test) and December 31, 2018 (interim impairment test due to the decline in our market capitalization) for the remaining goodwill in the Babcock & Wilcox and Construction reporting units. No impairment was indicated. Because the Babcock & Wilcox reporting unit had a negative carrying value, reasonable changes in the assumptions would not indicate impairment. Reasonable changes in assumptions for our Construction reporting unit also would not indicate impairment because of the 118% and 98% headroom indicated by the tests at October 1, 2018 and December 31, 2018, respectively.

In impairment tests prior to April 1, 2018, if the carrying amount of a reporting unit exceeded its fair value, a second step was performed to measure the amount of the impairment loss, if any. The second step compared the implied fair value of the reporting unit's goodwill with the carrying amount of that goodwill. Calculating the implied fair value of the reporting unit's goodwill involved estimating the fair value of the identifiable assets and liabilities of the reporting unit. In 2017, we recorded $50.0 million of impairment charges in the Vølund & Other Renewable segment due to significant charges incurred that attributed to a significant decline in our market capitalization. Also, in 2017, our SPIG segment recorded a $36.9 million impairment charge due to a short-term decrease in profitability attributable to specific, then-current contracts and changes in SPIG's market strategy.

Further description of our impairment tests is included in Note 14 to the Consolidated Financial Statements included in Item 8 of this annual report.

Long-lived asset impairment

We carry our property, plant and equipment at depreciated cost, reduced by provisions to recognize economic impairment when we determine impairment has occurred. Property, plant and equipment amounts are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset, or asset group, may not be recoverable. An impairment loss would be recognized when the carrying amount of an asset exceeds the estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition. The amount of the impairment loss to be recorded is calculated by the excess of the asset carrying value over its fair value. Fair value is generally determined using a discounted cash flow analysis. Our estimates of cash flow may differ from actual cash flow due to, among other things, technological changes, economic conditions or changes in operating performance. Any changes in such factors may negatively affect our business and result in future asset impairments.

We evaluate our long-lived assets whenever circumstances indicate impairment could exist. SPIG's financial results and goodwill impairments triggered evaluations of long-lived assets, including the identifiable intangible assets, in the SPIG asset group as of December 31, 2018, June 30, 2018 and September 30, 2017. 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, other than described below. In periods when goodwill remained on that reporting unit, 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 December 31, 2018, 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, reasonable changes in the assumptions used to develop the future cash flow would not have indicated impairment. In the fourth quarter of 2018, a strategic decision was made to exit certain geographies of the SPIG segment, and as a result, $2.5 million of the customer relationship and other intangible assets related to these geographies were impaired. SPIG did not have significant property, plant and equipment in these geographies.

In September 2018, we relocated our corporate headquarters to Barberton, Ohio from Charlotte, North Carolina. At the same time, we announced that we would consolidate most of our Barberton and Copley, Ohio operations into new, leased office space in Akron, Ohio in the third quarter of 2019. The new location in Akron is expected to reduce operating costs, net of rent, and to provide a space that better meets our needs. We do not expect to incur significant relocation costs; however, we expect $7.0 million of accelerated depreciation to be recognized through mid-2019, of which $2.9 million was recognized in the year ended December 31, 2018.

In the year ended December 31, 2016, we recognized a $14.9 million impairment charge related primarily to the impairment of long-lived assets at out one coal-fired power plant located in Ebensburg, Pennsylvania, which was subsequently sold in 2017. The impairment charge was determined as the difference between the fair value of the power plant's long-lived assets less the estimated cost to sell and the carrying value of the assets before recording the impairment charge.

Income taxes

In the ordinary course of business there is inherent uncertainty in quantifying our income tax positions. We assess our income tax positions and record tax benefits for all years subject to examination based upon management's evaluation of the facts, circumstances and information available at the reporting date. For those tax positions where it is more likely than not that a tax benefit will be sustained, we have recorded the largest amount of tax benefit with a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where it is not more likely than not that a tax benefit will be sustained, no tax benefit has been recognized in our consolidated financial statements. We record interest and penalties (net of any applicable tax benefit) related to income taxes as a component of provision for income taxes on our Consolidated Statements of Operations.

As a result of accumulations of the Company's common stock among several large shareholders and the impact of the 2018 Rights Offering that was completed on April 30, 2018, we continue to monitor for the possibility of an ownership change as defined under Internal Revenue Code ("IRC") Section 382. Under IRC Section 382, a company has undergone an ownership change if shareholders owning at least 5% of the Company have increased their collective holdings by more than 50% during the prior three-year period. Based on information that is publicly available, the Company does not currently believe it has experienced an ownership change. Small changes in ownership by shareholders owning at least 5% of the Company could result in an ownership change. The terms of the financing under active discussion on April 2, 2019 , the date of this annual report, as described in Note 1 to the Consolidated Financial Statements included in Item 8 would likely result in an "ownership change" under IRC Section 382 if completed as described. If we had experienced an "ownership change" as of December 31, 2018, the future utilization of our federal net operating loss and credit carryforwards would be limited to approximately $1.7 million annually, but quantification is dependent upon the value of the Company multiplied by the long-term tax-exempt rate at the time of the ownership change.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Our exposures to market risks have not changed materially from those disclosed here under "Quantitative and Qualitative Disclosures About Market Risk" in our Annual Report. Our exposure to market risk from changes in interest rates relates primarily to our cash equivalents and our investment portfolio, which primarily consists of investments in United States Government obligations and highly liquid money market instruments denominated in United States dollars. We are averse to principal loss and seek to ensure the safety and preservation of our invested funds by limiting default risk, market risk and reinvestment risk. Our investments are classified as available-for-sale.

Our United States revolving credit facility is variable-rate debt, so its fair value would not be significantly affected by changes in prevailing market rates. On December 31, 2018, its principal balance was $144.9 million, and the weighted average interest rate was 7.82%. Our Last Out Term Loans are also variable-rate debt and it has a paid-in-kind interest feature which is additive to the principal balance. The variable interest rate plus the paid-in-kind interest feature are primarily determined by liquidity risk, and that market interest rates risk is not believed to be a significant indication of fair value of the Last Out Term Loans. On December 31, 2018, the principal balance of Tranche A-1 of the Last Out Term Loans was $35.2 million inclusive of original issue discount costs, transaction expenses, and paid-in-kind interest, and the weighted average interest rate was 25.38% . If the balances of the United States revolving credit facility and the Last Out Term Loans at December 31, 2018 were to remain constant, a 100 basis points change in market interest rates would impact our cash flow by an estimated $1.8 million per year.

We have operations in many foreign locations, and, as a result, our financial results could be significantly affected by factors such as changes in foreign currency exchange ("FX") rates or weak economic conditions in those foreign markets. Foreign currency transaction gains and losses on intercompany loans that are not designated as permanent loans are recorded in earnings. Our primary foreign currency exposures are Danish krone, Great British pound, Euro, Canadian dollar, and Chinese yuan. Historically, we have hedged those risks with FX forward contracts. We do not enter into speculative derivative positions. During the third quarter of 2017, our hedge counterparties removed the lines of credit supporting new FX forward contracts. Subsequently, we have not entered into any new FX forward contracts.

ITEM 8. Consolidated Financial Statements and Supplemental Data

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of Babcock & Wilcox Enterprises, Inc.:

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Babcock & Wilcox Enterprises, Inc. (the “Company”) as of December 31, 2018 and 2017, the related consolidated statements of operations, comprehensive income (loss), stockholders' (deficit) equity, and cash flows, for each of the three years in the period ended December 31, 2018, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company's internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated April 2, 2019 expressed an unqualified opinion on the Company's internal control over financial reporting.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, certain matters exist which raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/S/ DELOITTE & TOUCHE LLP

Cleveland, Ohio

April 2, 2019

We have served as the Company’s auditor since 2014.

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	$	(5.18	)	$	(8.14	)	$	(2.45	)
Basic and diluted (loss) earnings per share - discontinued operations	(0.52		)	0.05			0.14
Basic and diluted loss per share	$	(5.70	)	$	(8.09	)	$	(2.31	)

Shares used in the computation of earnings per share:
Basic and diluted	127,158			46,935			50,129

See accompanying notes to Consolidated Financial Statements.

BABCOCK & WILCOX ENTERPRISES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)



	Year Ended December 31,
(in thousands)	2018			2017			2016
Net loss	$	(724,857	)	$	(379,015	)	$	(115,082	)
Other comprehensive income:
Currency translation adjustments (CTA), net of taxes	16,452			16,150			(24,494		)

Reclassification of CTA to net loss	551			—			—

Derivative financial instruments:
Unrealized losses on derivative financial instruments	1,074			3,346			2,208
Income tax benefit	184			142			162
Unrealized losses on derivative financial instruments, net of taxes	890			3,204			2,046
Derivative financial instrument gains reclassified into net income	(1,623		)	(2,503		)	(3,598		)
Income tax expense	(358		)	(234		)	(568		)
Reclassification adjustment for gains included in net loss, net of taxes	(1,265		)	(2,269		)	(3,030		)

Benefit obligations:
Unrealized (losses) gains on benefit obligations, net of taxes	(22		)	(152		)	7,692

Amortization of benefit plan benefits	(3,941		)	(2,912		)	(254		)
Income tax benefit (expense)	1,630			43			(404		)
Amortization of benefit plan (benefits) costs, net of taxes	(5,571		)	(2,955		)	150

Other	(38		)	75			7

Other comprehensive income (loss)	10,997			14,053			(17,629		)
Total comprehensive loss	(713,860		)	(364,962		)	(132,711		)
Comprehensive income attributable to noncontrolling interest	(229		)	(778		)	(575		)
Comprehensive loss attributable to stockholders	$	(714,089	)	$	(365,740	)	$	(133,286	)

See accompanying notes to Consolidated Financial Statements.

BABCOCK & WILCOX ENTERPRISES, INC.

CONSOLIDATED BALANCE SHEETS



	Year Ended December 31,
(in thousands, except per share amount)	2018			2017
Cash and cash equivalents	$	43,214		$	43,717
Restricted cash and cash equivalents	17,065			25,980
Accounts receivable – trade, net	197,203			252,508
Accounts receivable – other	44,662			78,813
Contracts in progress	144,727			135,811
Inventories	61,323			72,917
Other current assets	41,425			34,039
Current assets of discontinued operations	—			88,472
Total current assets	549,619			732,257
Net property, plant and equipment	90,892			114,707
Goodwill	47,108			85,678
Deferred income taxes	—			97,467
Investments in unconsolidated affiliates	—			43,278
Intangible assets	30,793			42,065
Other assets	27,085			25,741
Noncurrent assets of discontinued operations	—			181,036
Total assets	$	745,497		$	1,322,229

Foreign revolving credit facilities	$	606		$	9,173
U.S. revolving credit facility	144,900			—
Last out term loan	30,649			—
Second lien term loan facility	—			160,141
Accounts payable	199,882			205,396
Accrued employee benefits	19,319			27,058
Advance billings on contracts	149,367			171,997
Accrued warranty expense	45,117			33,514
Other accrued liabilities	122,149			89,549
Current liabilities of discontinued operations	—			47,499
Total current liabilities	711,989			744,327
U.S. revolving credit facility	—			94,300
Pension and other accumulated postretirement benefit liabilities	281,647			250,002
Other noncurrent liabilities	29,158			29,897
Noncurrent liabilities of discontinued operations	—			13,000
Total liabilities	1,022,794			1,131,526
Commitments and contingencies
Stockholders' (deficit) equity:
Common stock, par value $0.01 per share, authorized 200,000 shares; issued and outstanding 168,791 and 44,065 shares at December 31, 2018 and December 31, 2017, respectively	1,748			499
Capital in excess of par value	1,047,062			800,968
Treasury stock at cost, 5,872 and 5,681 shares at December 31, 2018 and December 31, 2017, respectively	(105,590		)	(104,785		)
Accumulated deficit	(1,217,914		)	(492,150		)
Accumulated other comprehensive loss	(11,432		)	(22,429		)
Stockholders' (deficit) equity attributable to shareholders	(286,126		)	182,103
Noncontrolling interest	8,829			8,600
Total stockholders' (deficit) equity	(277,297		)	190,703
Total liabilities and stockholders' (deficit) equity	$	745,497		$	1,322,229

See accompanying notes to Consolidated Financial Statements.

BABCOCK & WILCOX ENTERPRISES, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS' (DEFICIT) EQUITY



	Common Stock					Capital In Excess of Par Value			Treasury Stock			Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Noncontrolling Interest			Total Stockholders’ (Deficit) Equity

	Shares		Par Value
			(in thousands, except share and per share amounts)
December 31, 2015 Balance	52,481		$	540		$	790,464		$	(25,408	)	$	965		$	(18,853	)	$	719		$	748,427
Net loss	—		—			—			—			(115,649		)	—			567			(115,082		)
Currency translation adjustments	—		—			—			—			—			(24,494		)	8			(24,486		)
Derivative financial instruments	—		—			—			—			—			(984		)	—			(984		)
Defined benefit obligations	—		—			—			—			—			7,842			—			7,842
SPIG Acquisition	—		—			—			—			—			—			7,754			7,754
Available-for-sale investments	—		—			—			—			—			7			—			7
Stock-based compensation charges	423		46			16,125			(2,731		)	—			—			—			13,440
Repurchased shares	(4,216	)	(42		)	—			(75,679		)	—			—			—			(75,721		)
Dividends to noncontrolling interests	—		—			—			—			—			—			(246		)	(246		)
December 31, 2016 Balance	48,688		$	544		$	806,589		$	(103,818	)	$	(114,684	)	$	(36,482	)	$	8,802		$	560,951

Net loss	—		$	—		$	—		$	—		$	(379,824	)	$	—		$	809		$	(379,015	)
Currency translation adjustments	—		—			—			—			—			16,150			(31		)	16,119
Derivative financial instruments	—		—			—			—			—			935			—			935
Defined benefit obligations	—		—			—			—			—			(3,107		)	—			(3,107		)
Available-for-sale investments	—		—			—			—			—			75			—			75
Stock-based compensation charges	212		3			11,005			(967		)	2,358			—			—			12,399
Common stock retirement	(4,835	)	(48		)	(16,626		)	—			—			—			—			(16,674		)
Dividends to noncontrolling interests	—		—			—			—			—			—			(980		)	(980		)
December 31, 2017 Balance	44,065		$	499		$	800,968		$	(104,785	)	$	(492,150	)	$	(22,429	)	$	8,600		$	190,703

Net loss	—		—			—			—			(725,292		)	—			435			$	(724,857	)
Revenue recognition standard adoption	—		—			—			—			(472		)	—			—			(472		)
Currency translation adjustments	—		—			—			—			—			17,003			(206		)	16,797
Derivative financial instruments	—		—			—			—			—			(375		)	—			(375		)
Defined benefit obligations	—		—			—			—			—			(5,593		)	—			(5,593		)
Available-for-sale investments	—		—			—			—			—			(38		)	—			(38		)
Rights offering, net	124,256		1,243			243,846			—			—			—			—			245,089
Stock-based compensation charges	470		6			2,248			(805		)	—			—			—			1,449
December 31, 2018 Balance	168,791		$	1,748		$	1,047,062		$	(105,590	)	$	(1,217,914	)	$	(11,432	)	$	8,829		$	(277,297	)

See accompanying notes to Consolidated Financial Statements.

BABCOCK & WILCOX ENTERPRISES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS



	Year Ended December 31,
(in thousands)	2018			2017			2016
Cash flows from operating activities:
Net loss	$	(724,857	)	$	(379,015	)	$	(115,082	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization of long-lived assets	32,003			40,138			39,583
Amortization of deferred financing costs, debt discount and payment-in-kind interest	25,727			6,407			1,244
Gain on sale of business, net	(33,919		)	(1,064		)	—
Loss on debt extinguishment	49,241			—			—
Goodwill impairment of discontinued operations	72,309			—			—
Goodwill and other intangible asset impairment	40,046			86,903			—
Income from equity method investees	(6,758		)	(8,326		)	(16,440		)
Other-than-temporary impairment of equity method investment in TBWES	18,362			18,193			—
Losses on asset disposals and impairments	1,313			1,871			14,938
Provision for (benefit from) deferred income taxes, including valuation allowances	98,060			50,304			(9,000		)
Mark to market losses (gains) and prior service cost amortization for pension and postretirement plans	63,511			(11,608		)	36,346
Stock-based compensation, net of associated income taxes	2,254			11,813			16,129
Changes in assets and liabilities:
Accounts receivable	80,376			9,414			46,755
Dividends from equity method investees	890			50,134			12,160
Accrued insurance receivable	12,300			—			(15,000		)
Contracts in progress and advance billings on contracts	(28,644		)	(24,001		)	(13,259		)
Inventories	10,337			11,874			2,869
Income taxes	(5,342		)	26,618			22,593
Accounts payable	(4,360		)	(14,664		)	4,542
Accrued and other current liabilities	38,734			(30,049		)	5,959
Accrued contract losses	21,531			17,599			19,151
Pension liabilities, accrued postretirement benefits and employee benefits	(38,976		)	(44,584		)	(46,973		)
Other, net	(6,023		)	(7,790		)	(4,242		)
Net cash from operating activities	(281,885		)	(189,833		)	2,273
Cash flows from investing activities:
Purchase of property, plant and equipment	(5,473		)	(14,278		)	(22,450		)
Acquisition of business, net of cash acquired	—			(52,547		)	(144,780		)
Proceeds from sale of businesses, net of cash sold	155,016			—			—
Proceeds from sale of equity method investments in joint ventures	28,764			—			17,995
Investment in equity method investee	—			—			(26,256		)
Purchases of available-for-sale securities	(34,836		)	(29,252		)	(45,217		)
Sales and maturities of available-for-sale securities	35,220			31,435			29,846
Other, net	534			708			646
Net cash from investing activities	179,225			(63,934		)	(190,216		)



	Year Ended December 31,
(in thousands)	2018			2017			2016
Cash flows from financing activities:
Borrowings under our U.S. revolving credit facility	565,200			629,722			205,600
Repayments of our U.S. revolving credit facility	(514,600		)	(545,222		)	(195,800		)
Borrowings under our last out term loan from related party	30,000			—			—
Proceeds from our second lien term loan facility, net of $34.2 million discount	—			161,674			—
Repayments of our second lien term loan facility	(212,590		)	—			—
Borrowings under our foreign revolving credit facilities	—			273			5,674
Repayments of our foreign revolving credit facilities	(7,322		)	(6,597		)	(20,248		)
Common stock repurchase from related party	—			(16,674		)	—
Proceeds from rights offering	247,132			—			—
Costs related to rights offering	(3,286		)	—			—
Debt issuance costs	(22,360		)	(15,002		)	—
Issuance of common stock	1,243			—			—
Shares of our common stock returned to treasury stock	(805		)	(967		)	(78,410		)
Other, net	—			(1,082		)	(246		)
Net cash from financing activities	82,612			206,125			(83,430		)
Effects of exchange rate changes on cash	(2,320		)	6,632			(7,306		)
Net decrease in cash, cash equivalents and restricted cash	(22,368		)	(41,010		)	(278,679		)
Less net increase (decrease) in cash and cash equivalents of discontinued operations	(12,950		)	4,489			8,461
Net decrease in cash, cash equivalents and restricted cash of continuing operations	(9,418		)	(45,499		)	(287,140		)
Cash, cash equivalents and restricted cash of continuing operations, beginning of period	69,697			115,196			402,336
Cash, cash equivalents and restricted cash of continuing operations, end of period	$	60,279		$	69,697		$	115,196

See accompanying notes to Consolidated Financial Statements.

BABCOCK & WILCOX ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2018

NOTE 1 – BASIS OF PRESENTATION

The 2018, 2017 and 2016 Consolidated Financial Statements of Babcock & Wilcox Enterprises, Inc. ("B&W," "we," "us," "our" or "the Company") have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP"). We have eliminated all intercompany transactions and accounts. We present the notes to our Consolidated Financial Statements on the basis of continuing operations, unless otherwise stated.

On June 8, 2015, BWXT's board of directors approved the spin-off of B&W through the distribution of shares of B&W common stock to holders of BWXT common stock (the "spin-off"). On June 30, 2015, B&W became a separate publicly-traded company, and BWXT did not retain any ownership interest in B&W.

Going Concern Considerations

The accompanying Consolidated Financial Statements have been prepared on a going concern basis, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future. The Consolidated Financial Statements do not include any adjustments that might result from the outcome of the going concern uncertainty.

We face liquidity challenges from losses recognized on our six European Vølund loss contracts described in Note 7 , which caused us to be out of compliance with certain financial covenants and resulted in events of default in the agreements governing certain of our debt at each of December 31, 2017, March 31, 2018, June 30, 2018, September 30, 2018 and December 31, 2018. Our liquidity is provided under a credit agreement dated May 11, 2015, as amended, with a syndicate of lenders ("Amended Credit Agreement") that governs a revolving credit facility ("U.S. Revolving Credit Facility") and our last out term loan facility ("Last Out Term Loans"). The Amended Credit Agreement is described in more detail in Note 19 and Note 20 . We obtained waivers to the Amended Credit Agreement that temporarily waived, prevented or resolved these defaults as described in Note 19 and Note 31 . The most recent waiver extends through April 5, 2019 .

To address our liquidity needs and the going concern uncertainty, we:


•	raised gross proceeds of $248.4 million on April 30, 2018 through the rights offering as described in Note 22 (the "2018 Rights Offering");


•	repaid on May 4, 2018 the Second Lien Term Loan Facility described in Note 21 that had been in default beginning March 1, 2018;


•	completed the sale of our MEGTEC and Universal businesses on October 5, 2018, for $130 million , subject to adjustment, resulting in receipt of $112.0 million in cash, net of $22.5 million in cash sold with the businesses, and $7.7 million that was deposited in escrow pending final settlement of working capital and other customary matters;

•


•	sold our equity method investments in Babcock & Wilcox Beijing Company, Ltd. ("BWBC"), a joint venture in China, and Thermax Babcock & Wilcox Energy Solutions Private Limited ("TBWES"), a joint venture in India, and settled related contractual claims, resulting in proceeds of $21.1 million in the second quarter of 2018 and $15.0 million in the third quarter of 2018, respectively;


•	sold another non-core business for $5.1 million in the first quarter of 2018;


•	initiated restructuring actions and other additional cost reductions since the second quarter of 2018 that are designed to save approximately $84 million annually;


•	received $30 million in net proceeds from Tranche A-1 of Last Out Term Loans, described in Note 20 , from B. Riley FBR, Inc., a related party, in September and October 2018 (Tranche A-1 was assigned to Vintage Capital Management LLC, another related party, on November 19, 2018);


•	received $10.0 million in net proceeds from Tranche A-2 of the Last Out Term Loans, described in Note 31 , from B. Riley Financial, Inc., a related party on March 20, 2019;


•	reduced uncertainty and provided better visibility into our future liquidity requirements by turning over four of the six European Vølund loss contracts to the customers and negotiating settlement of the remaining two loss contracts in the first quarter of 2019 as described in Note 7 ; and


•	entered into several amendments and waivers to avoid default and improve our liquidity under the terms of our Amended Credit Agreement as described in Note 31 , the most recent of which extends through April 5, 2019, unless earlier terminated, and waives our compliance with a number of covenants and events of default under, the Amended Credit Agreement.

Based on our forecasts, we will require additional amendments to or waivers under the Amended Credit Agreement and additional financing to fund working capital and the settlements of two of our six European Vølund loss contracts described in Note 7 prior to April 5, 2019 to continue as a going concern. We are currently in active discussions with the lenders under the Amended Credit Agreement (including certain of our related parties) for additional financing, a waiver of our compliance with covenants in and events of default under the Amended Credit Agreement, a reduction of the minimum liquidity requirements that we must maintain, a reset of future financial covenant ratios and amendments to other covenant requirements in order to allow us to continue to operate as a going concern. Our current discussions have focused around the extension of additional Last Out Term Loans, primarily from related parties, in an amount necessary to fund the settlement of the European Vølund loss contracts and provide liquidity for our operations. In connection with these loans, we have also discussed seeking shareholder approval for a reverse stock split and various other matters that could result in substantial dilution to our shareholders not participating in this financing, such as a rights offering to repay a portion of these additional Last Out Term Loans, the exchange of a portion of our existing Last Out Term Loans for shares of common stock and the issuance of warrants with a de minimis strike price to lenders participating in these additional Last Out Term Loans or other parties. We also discussed whether, as part of any financing transaction, we would provide director nomination rights over some or even a substantial majority of our board of directors to two of the related parties involved in these financing efforts or whether we would add an event of default if we fail to refinance the U.S. Revolving Credit Facility within twelve months following the filing of this annual report. These discussions have not yet resulted, and may never result, in a binding commitment by our lenders. There can be no assurance that our lenders or any other person will commit to provide additional financing consistent with these discussions or at all. If we are able to obtain additional financing, it may be on terms substantially different from our current discussions described above, and may require additional or different commitments by us with regard to other actions we will or will not take. If we fail to obtain necessary financing on acceptable terms or otherwise obtain short-term capital and continuing waivers with approval from our existing lenders, we may be unable to continue operation as a going concern.

NYSE Continued Listing Status

On November 27, 2018, we received written notification (the "NYSE Notice"), from the New York Stock Exchange (the "NYSE"), that we were not in compliance with an NYSE continued listing standard in Rule 802.01C of the NYSE Listed Company Manual because the average closing price of our common stock fell below $1.00 over a period of 30 consecutive trading days. We informed the NYSE that we currently intend to seek to cure the price condition by executing our strategic plan, which is expected to result in improved operational and financial performance that we expect will ultimately lead to a recovery of our common stock price. We can regain compliance with the minimum per share average closing price standard at any time during the six-month cure period if, on the last trading day of any calendar month during the cure period, we have (i) a closing share price of at least $1.00 and (ii) an average closing price of at least $1.00 over the 30 trading-day period ending on the last trading day of that month. We informed the NYSE that we are also prepared to consider a reverse stock split to cure the deficiency, should such action be necessary, subject to approval of our shareholders, at our next annual meeting. Our common stock could also be delisted if our average market capitalization over a consecutive 30 trading-day period is less than $15.0 million , in which case we would not have an opportunity to cure the deficiency, our common stock would be suspended from trading on the NYSE immediately, and the NYSE would begin the process to delist our common

stock, subject to our right to appeal under NYSE rules. We cannot assure you that any appeal we undertake in these or other circumstances will be successful. While we are considering various options, it may take in a significant effort to cure this deficiency and regain compliance with this continued listing standard, and there can be no assurance that we will be able to cure this deficiency or if we will cease to comply with another NYSE continued listing standard.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

Reportable segments

We operate in three reportable segments. Our reportable segments are 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 systems for steam applications along with related aftermarket services. SPIG was formerly part of the Industrial segment.

For financial information about our segments see Note 6 to our Consolidated Financial Statements.

Use of estimates

We use estimates and assumptions to prepare our Consolidated Financial Statements in conformity with GAAP. Some of our more significant estimates include our estimate of costs to complete long-term construction contracts, estimates associated with assessing whether goodwill and other long-lived assets are impaired, estimates of costs to be incurred to satisfy contractual warranty requirements, estimates of the value of acquired intangible and tangible assets, estimates associated with the realizability of deferred tax assets, estimates associated with determining the fair value of the transactions with American Industrial Partners, a related party (see Note 21 ), and estimates we make in selecting assumptions related to the valuations of our pension and postretirement plans, including the selection of our discount rates, mortality and expected rates of return on our pension plan assets. These estimates and assumptions affect the amounts we report in our Consolidated Financial Statements and accompanying notes. Our actual results could differ from these estimates. Variances could result in a material effect on our financial condition and results of operations in future periods.

Earnings per share

We have computed earnings per common share on the basis of the weighted average number of common shares, and, where dilutive, common share equivalents, outstanding during the indicated periods. We have a number of forms of stock-based compensation, including incentive and non-qualified stock options, restricted stock, restricted stock units, performance shares, and performance units, subject to satisfaction of specific performance goals. We include the shares applicable to these plans in dilutive earnings per share when related performance criteria have been met.

Investments

Our investments primarily relate to our wholly owned insurance subsidiary. Our investments, which are primarily highly liquid money market instruments, are classified as available-for-sale and are carried at fair value, with the unrealized gains and losses, net of tax, reported as a component of accumulated other comprehensive income (loss). We classify investments available for current operations in the Consolidated Balance Sheets as current assets, while we classify investments held for long-term purposes as noncurrent assets. We adjust the amortized cost of debt securities for amortization of premiums and accretion of discounts to maturity. That amortization is included in interest income. We include realized gains and losses on our investments in other - net in our Consolidated Statements of Operations. The cost of securities sold is based on the specific identification method. We include interest on securities in interest income.

Foreign currency translation

We translate assets and liabilities of our foreign operations into U.S. dollars at current exchange rates, and we translate items in our statement of operations at average exchange rates for the periods presented. We record adjustments resulting from the translation of foreign currency financial statements as a component of accumulated other comprehensive income (loss). We report foreign currency transaction gains and losses in income. We have included transaction losses of $(28.5) million , $(4.8) million and $(1.9) million in the years ended December 31, 2018 , 2017 and 2016 , respectively, in foreign exchange in our Consolidated Statements of Operations. These foreign exchange net gains and losses are primarily related to transaction gains or losses from unhedged intercompany loans when the loan is denominated in a currency different than the participating entity's functional currency.

Revenue recognition

A performance obligation is a contractual promise to transfer a distinct good or service to the customer. A contract's transaction price is allocated to each distinct performance obligation and is recognized as revenue when (point in time) or as (over time) the performance obligation is satisfied.

Revenue from goods and services transferred to customers at a point in time, which includes certain aftermarket parts and services primarily in the Babcock & Wilcox and SPIG segments, accounted for 19% , 18% and 18% of our revenue for the years ended December 31, 2018, 2017 and 2016, respectively. Revenue on these contracts is recognized when the customer obtains control of the asset, which is generally upon shipment or delivery and acceptance by the customer. Standard commercial payment terms generally apply to these sales.

Revenue from products and services transferred to customers over time accounted for 81% , 82% and 82% of our revenue for the years ended December 31, 2018, 2017 and 2016, respectively. Revenue recognized over time primarily relates to customized, engineered solutions and construction services from all three of our segments. Typically, revenue is recognized over time using the cost-to-cost input method that uses costs incurred to date relative to total estimated costs at completion to measure progress toward satisfying our performance obligations. Incurred cost represents work performed, which corresponds with, and thereby best depicts, the transfer of control to the customer. Contract costs include labor, material, overhead and, when appropriate, SG&A expenses. Variable consideration in these contracts includes estimates of liquidated damages, contractual bonuses and penalties, and contract modifications. Substantially all of our revenue recognized over time under the cost-to-cost input method contains a single performance obligation as the interdependent nature of the goods and services provided prevents them from being separately identifiable within the contract. Generally, we try to structure contract milestones to mirror our expected cash outflows over the course of the contract; however, the timing of milestone receipts can greatly affect our overall cash position and have in our Vølund & Other Renewable segment. Refer to Note 6 for our disaggregation of revenue by product line.

As of December 31, 2018 , we have estimated the costs to complete all of our in-process contracts in order to estimate revenues using a cost-to-cost input method. However, it is possible that current estimates could change due to unforeseen events, which could result in adjustments to overall contract costs. The risk on fixed-priced contracts is that revenue from the customer does not cover increases in our costs. It is possible that current estimates could materially change for various reasons, including, but not limited to, fluctuations in forecasted labor productivity, transportation, fluctuations in foreign exchange rates or steel and other raw material prices. Increases in costs on our fixed-price contracts could have a material adverse impact on our consolidated financial condition, results of operations and cash flows. Alternatively, reductions in overall contract costs at completion could materially improve our consolidated financial condition, results of operations and cash flows. Variations from estimated contract performance could result in material adjustments to operating results for any fiscal quarter or year.

with the counter-party that supports our expectations about their willingness and ability to pay for the additional cost along with a reasonable margin.

We generally recognize sales commissions in equal proportion as revenue is recognized. Our sales agreements are structured such that commissions are only payable upon receipt of payment, thus a capitalized asset at contract inception has not been recorded for sales commission as a liability has not been incurred at that point.

Contract Balances

Contracts in progress, a current asset in our Consolidated Balance Sheets, includes revenues and related costs so recorded, plus accumulated contract costs that exceed amounts invoiced to customers under the terms of the contracts. Advance billings, a current liability in our Consolidated Balance Sheets, includes advance billings on contracts invoices that exceed accumulated contract costs and revenues and costs recognized under the cost-to-cost input method. Those balances are classified as current based on the life cycle of the associated contracts. Most long-term contracts contain provisions for progress payments. Our unbilled receivables do not contain an allowance for credit losses as we expect to invoice customers and the collection of all amounts for unbilled revenues is deemed probable. We review contract price and cost estimates each reporting period as the work progresses and reflect adjustments proportionate to the costs incurred to date relative to total estimated costs at completion in income in the period when those estimates are revised. For all contracts, if a current estimate of total contract cost indicates a loss on a contract, the projected contract loss is recognized in full through the statement of operations and an accrual for the estimated loss on the uncompleted contract is included in other current liabilities in the Consolidated Balance Sheets. In addition, when we determine that an uncompleted contract will not be completed on-time and the contract has liquidated damages provisions, we recognize the estimated liquidated damages we will incur and record them as a reduction of the estimated selling price in the period the change in estimate occurs. Losses accrued in advance of the completion of a contract are included in other accrued liabilities, a current liability, in our Consolidated Balance Sheets.

Warranty expense

Research and development

Our research and development activities are related to improving our products through innovations to reduce the cost of our products to make them more competitive and through innovations to reduce performance risk of our products to better meet our and our customers' expectations. Research and development activities totaled $3.8 million , $7.6 million and $8.8 million in the years ended December 31, 2018 , 2017 and 2016 , respectively.

Pension plans and postretirement benefits

We sponsor various defined benefit pension and postretirement plans covering certain employees of our U.S., Canadian and U.K. subsidiaries. We use actuarial valuations to calculate the cost and benefit obligations of our pension and postretirement benefits. The actuarial valuations use significant assumptions in the determination of our benefit cost and obligations, including assumptions regarding discount rates, expected returns on plan assets, mortality and health care cost trends.

We determine our discount rate based on a review of published financial data and discussions with our actuary regarding rates of return on high-quality, fixed-income investments currently available and expected to be available during the period to maturity of our pension and postretirement plan obligations. We use an alternative spot rate method for discounting the benefit obligation rather than a single equivalent discount rate because it more accurately applies each year's spot rates to the projected cash flows.

The components of benefit cost related to service cost, interest cost, expected return on plan assets and prior service cost amortization are recorded on a quarterly basis based on actuarial assumptions. In the fourth quarter of each year, or as interim remeasurements are required, we recognize net actuarial gains and losses into earnings as a component of net periodic benefit cost (mark to market adjustment). Recognized net actuarial gains and losses consist primarily of our reported actuarial gains and losses and the difference between the actual return on plan assets and the expected return on plan assets.

We recognize the funded status of each plan as either an asset or a liability in the Consolidated Balance Sheets. The funded status is the difference between the fair value of plan assets and the present value of its benefit obligation, determined on a plan-by-plan basis. See Note 18 for a detailed description of our plan assets.

Income taxes

Income tax expense for federal, foreign, state and local income taxes are calculated on pre-tax income based on the income tax law in effect at the latest balance sheet date and includes the cumulative effect of any changes in tax rates from those used previously in determining deferred tax assets and liabilities. We record a valuation allowance to reduce our deferred tax assets to the amount that is more likely than not to be realized. We assess deferred taxes and the adequacy of the valuation allowance on a quarterly basis. In the ordinary course of business there is inherent uncertainty in quantifying our income tax positions. We assess our income tax positions and record tax benefits for all years subject to examination based upon management's evaluation of the facts, circumstances and information available at the reporting date. For those tax positions where it is more likely than not that a tax benefit will be sustained, we have recorded the largest amount of tax benefit with a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where it is not more likely than not that a tax benefit will be sustained, no tax benefit has been recognized in our Consolidated Financial Statements. We record interest and penalties (net of any applicable tax benefit) related to income taxes as a component of provision for income taxes on our Consolidated Statements of Operations.

Cash and cash equivalents and restricted cash

Our cash equivalents are highly liquid investments, with maturities of three months or less when we purchase them. We record cash and cash equivalents as restricted when we are unable to freely use such cash and cash equivalents for our general operating purposes.

Trade accounts receivable and allowance for doubtful accounts

Our trade accounts receivable balance is stated at the amount owed by our customers, net of allowances for estimated uncollectible balances. We maintain allowances for doubtful accounts for estimated losses expected to result from the inability of our customers to make required payments. These estimates are based on management's evaluation of the ability of customers to make payments, with emphasis on historical remittance experience, known customer financial difficulties, the age of receivable balances and any other known factors specific to a receivable. Accounts receivable are charged to the allowance when it is determined they are no longer collectible. Our allowance for doubtful accounts was $21.4 million and $11.6 million at December 31, 2018 and 2017 , respectively. In the fourth quarter of 2018, we increased the allowance for doubtful accounts by $5.9 million for the Chinese operations of the Babcock & Wilcox segment. Additionally in the fourth quarter of 2018, SPIG increased its allowance for doubtful accounts by $9.3 million related to projects in the Middle East. Amounts charged to selling, general and administrative expenses were $ 15.5 million for the year ended December 31, 2018. Amounts charged to selling, general and administrative expenses or deducted from the allowance were not significant to our statement of operations in the years ended December 31, 2017 and 2016.

Inventories

We carry our inventories at the lower of cost or market. We determine cost principally on the first-in, first-out basis, except for certain materials inventories of our Babcock & Wilcox segment, where we use the last-in, first-out ("LIFO") method. We determined the cost of approximately 22% and 18% of our total inventories using the LIFO method at December 31, 2018 and 2017, respectively, and our total LIFO reserve at December 31, 2018 and 2017 was approximately $7.6 million and $7.0 million , respectively. Our obsolete inventory reserve was $7.9 million and $6.3 million at December 31, 2018 and 2017, respectively. In the fourth quarter of 2018, we increased our inventory reserve by $1.4 million for the Chinese operations of the Babcock & Wilcox segment as a result of a strategic change in that business unit. The components of inventories can be found in Note 12 .

Property, plant and equipment

We carry our property, plant and equipment at depreciated cost, less any impairment provisions. We depreciate our property, plant and equipment using the straight-line method over estimated economic useful lives of eight to 33 years for buildings

and three to 28 years for machinery and equipment. Our depreciation expense was $21.8 million , $19.4 million and $18.7 million for the years ended December 31, 2018, 2017 and 2016, respectively. We expense the costs of maintenance, repairs and renewals that do not materially prolong the useful life of an asset as we incur them.

Property, plant and equipment amounts are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset, or asset group, may not be recoverable. An impairment loss would be recognized when the carrying amount of an asset exceeds the estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition. The amount of the impairment loss to be recorded is calculated by the excess of the asset carrying value over its fair value. Fair value is generally determined using a discounted cash flow analysis. Our estimates of cash flow may differ from actual cash flow due to, among other things, technological changes, economic conditions or changes in operating performance. Any changes in such factors may negatively affect our business and result in future asset impairments.

Investments in unconsolidated joint ventures

We use the equity method of accounting for investments in joint ventures in which we are able to exert significant influence, but not control. Joint ventures in which our investment ownership is less than 20% and where we are unable to exert significant influence are carried at cost. We assess our investments in unconsolidated joint ventures for other-than-temporary-impairment when significant changes occur in the investee's business or our investment philosophy. Such changes might include a series of operating losses incurred by the investee that are deemed other-than-temporary, the inability of the investee to sustain an earnings capacity that would justify the carrying amount of the investment or a change in the strategic reasons that were important when we originally entered into the joint venture. If an other-than-temporary-impairment were to occur, we would measure our investment in the unconsolidated joint venture at fair value.

Goodwill

Goodwill represents the excess of the cost of our acquired businesses over the fair value of the net assets acquired. We perform testing of goodwill for impairment annually or when impairment indicators are present. We may elect to perform a qualitative test when we believe that there is sufficient excess fair value over carrying value based on our most recent quantitative assessment, adjusted for relevant events and circumstances that could affect fair value during the current year. If we conclude based on this assessment that it is more likely than not that the reporting unit is not impaired, we do not perform a quantitative impairment test. In all other circumstances, we perform a quantitative impairment test to identify potential goodwill impairment and measure the amount of any goodwill impairment. Beginning April 1, 2018, we adopted ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. Goodwill impairment tests after April 1, 2018 recognize impairment for the amount that the carrying value of a reporting unit exceeds its fair value up to the remaining amount of goodwill. Prior to April 1, 2018, we used a two-step impairment test. The first step of the test compared the fair value of a reporting unit with its carrying amount, including goodwill. If the carrying amount of a reporting unit exceeded its fair value, the second step of the goodwill impairment test was performed to measure the amount of the impairment loss, if any. The second step compared the implied fair value of the reporting unit's goodwill with the carrying amount of that goodwill.

Intangible assets

Intangible assets are recognized at fair value when acquired. Intangible assets with definite lives are amortized to operating expense using the straight-line method over their estimated useful lives and quantitatively tested for impairment when events or changes in circumstances indicate that their carrying amounts may not be recoverable. Intangible assets with indefinite lives are not amortized and are subject to impairment testing at least annually or in interim periods when impairment indicators are present. We may elect to perform a qualitative assessment when testing indefinite lived intangible assets for impairment to determine whether events or circumstances affecting significant inputs related to the most recent quantitative evaluation have occurred, indicating that it is more likely than not that the indefinite lived intangible asset is impaired. Otherwise, we test indefinite lived intangible assets for impairment by quantitatively determining the fair value of the indefinite lived intangible asset and comparing the fair value of the intangible asset to its carrying amount. If the carrying amount of the intangible asset exceeds its fair value, we recognize impairment for the amount of the difference.

Derivative financial instruments

Our global operations expose us to changes in foreign currency exchange ("FX") rates. We use derivative financial instruments, primarily FX forward contracts, to reduce the impact of changes in FX rates on our operating results. We use these instruments primarily to hedge our exposure associated with revenues or costs on our long-term contracts that are denominated in currencies other than our operating entities' functional currencies. We do not hold or issue derivative financial instruments for trading or other speculative purposes.

We enter into derivative financial instruments primarily as hedges of certain firm purchase and sale commitments and certain intercompany loans denominated in foreign currencies. We record these contracts at fair value on our Consolidated Balance Sheets and defer the related gains and losses in stockholders' equity as a component of accumulated other comprehensive income (loss) until the hedged item is recognized in earnings. Any ineffective portion of a derivative's change in fair value and any portion excluded from the assessment of effectiveness is immediately recognized in foreign exchange on our Consolidated Statements of Operations. The gain or loss on a derivative instrument not designated as a hedging instrument is also immediately recognized in earnings. Gains and losses on derivative financial instruments that require immediate recognition are included as a component of foreign exchange in our Consolidated Statements of Operations.

Self-insurance

We have a wholly owned insurance subsidiary that provides employer's liability, general and automotive liability and workers' compensation insurance and, from time to time, builder's risk insurance (within certain limits) to our companies. We may also, in the future, have this insurance subsidiary accept other risks that we cannot or do not wish to transfer to outside insurance companies. Included in other liabilities on our Consolidated Balance Sheets are reserves for self-insurance totaling $21.6 million and $23.1 million at the years ended December 31, 2018 and 2017, respectively.

Loss contingencies

We estimate liabilities for loss contingencies when it is probable that a liability has been incurred and the amount of loss is reasonably estimable. We provide disclosure when there is a reasonable possibility that the ultimate loss will exceed the recorded provision or if such probable loss is not reasonably estimable. We are currently involved in some significant litigation, as discussed in Note 23 . Our losses are typically resolved over long periods of time and are often difficult to assess and estimate due to, among other reasons, the possibility of multiple actions by third parties; the attribution of damages, if any, among multiple defendants; plaintiffs, in most cases involving personal injury claims, do not specify the amount of damages claimed; the discovery process may take multiple years to complete; during the litigation process, it is common to have multiple complex unresolved procedural and substantive issues; the potential availability of insurance and indemnity coverages; the wide-ranging outcomes reached in similar cases, including the variety of damages awarded; the likelihood of settlements for de minimus amounts prior to trial; the likelihood of success at trial; and the likelihood of success on appeal. Consequently, it is possible future earnings could be affected by changes in our assessments of the probability that a loss has been incurred in a material pending litigation against us and/or changes in our estimates related to such matters.

Stock-based compensation

The fair value of equity-classified awards, such as restricted stock, performance shares and stock options, is determined on the date of grant and is not remeasured. The fair value of liability-classified awards, such as cash-settled stock appreciation rights, restricted stock units and performance units, is determined on the date of grant and is remeasured at the end of each reporting period through the date of settlement. Fair values for restricted stock, restricted stock units, performance shares and performance units are determined using the closing price of our common stock on the date of grant. Fair values for stock options are determined using a Black-Scholes option-pricing model ("Black-Scholes"). For performance shares or units granted in the years ended December 31, 2018 and 2017 that contain a Relative Total Shareholder Return vesting criteria and for stock appreciation rights, we utilize a Monte Carlo simulation to determine the fair value, which determines the probability of satisfying the market condition included in the award. The determination of the fair value of a share-based payment award using an option-pricing model or a Monte Carlo simulation requires the input of significant assumptions, such as the expected life of the award and stock price volatility.

We recognize expense for all stock-based awards granted on a straight-line basis over the requisite service periods of the awards, which is generally equivalent to the vesting term. For liability-classified awards, changes in fair value are recognized through cumulative catch-ups each period. Excess tax benefits on stock-based compensation are to be presented as a financing cash flow, rather than as a reduction of taxes paid. These excess tax benefits result from tax deductions in excess of

the cumulative compensation expense recognized for options exercised and other equity-classified awards. See Note 9 for further discussion of stock-based compensation.

Recently adopted accounting standards

Effective January 1, 2018, we adopted ASU 2014-09, Revenue from Contracts with Customers using the modified retrospective method applied to all contracts that were not completed as of January 1, 2018. The new accounting standard provides a comprehensive model to use in accounting for revenue from contracts with customers. The new accounting standard also requires more detailed disclosures to enable financial statement users to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. Results for reporting periods beginning on or after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported under the accounting standards in effect for the prior period. See Note 7 for additional accounting policy disclosures.

Effective January 1, 2018, we prospectively adopted ASU 2016-1, Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities , which resulted in an immaterial impact on our financial results. The new accounting standard requires investments such as available-for-sale securities to be measured at fair value through earnings each reporting period as opposed to changes in fair value being reported in other comprehensive income.

Effective January 1, 2018, we adopted ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments , which resulted in an immaterial impact on our financial results. The new guidance is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. Of the eight classification-related changes this new standard requires in the statement of cash flows, only two of the classification requirements are relevant to our historical cash flow statement presentation (presentation of debt prepayments and presentation of distributions from equity method investees). However, the new classification requirements did not change our historical statement of cash flows.

Effective January 1, 2018, we retrospectively adopted ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash . The new guidance requires the changes in the total of cash, cash equivalents and restricted cash to be shown together in the statement of cash flows and no longer presenting transfers between cash and cash equivalents and restricted cash in the statement of cash flows. Historically, we have presented the transfer of cash to restricted cash and cash equivalents in the investing section of the statement of cash flows. With the adoption of ASU 2016-18, changes in restricted cash are also included in statement of cash flows based on the nature of the change together with unrestricted cash flows. The only meaningful effect on our financial statements is related to the restricted cash received from the sale of BWBC as described in Note 13 , which is reflected as investing cash flow. All other effects of adopting this new standard were immaterial. The detail of cash, cash equivalents, and restricted cash is included in Note 26 .

Effective January 1, 2018, we retrospectively adopted ASU 2017-07, Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Benefit Cost and Net Periodic Postretirement Benefit Cost . The new guidance classifies service cost as the only component of net periodic benefit cost presented in cost of operations, whereas the other components will be presented in other income. Upon adoption, this affected not only how we present net periodic benefit cost, but also Babcock & Wilcox segment gross profit. The changes in the classification of the historical components of net periodic benefit costs from operating expense to other expense for the years ended December 31, 2017 and 2016 amounted to $29.7 million and $4.2 million , respectively, and are reflected in our Consolidated Statements of Operations. The components of cost and benefit from our pension and other postretirement plans are detailed together with the location in our Consolidated Statements of Operations in Note 18 .

Effective April 1, 2018, we early adopted ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The standard simplifies the subsequent measurement of goodwill by removing the requirement to perform a hypothetical purchase price allocation to compute the implied fair value of goodwill to measure impairment. Instead, goodwill impairment is measured as the difference between the fair value of the reporting unit and the carrying value of the reporting unit. The standard also clarifies the treatment of the income tax effect of tax-deductible goodwill when measuring goodwill impairment loss. See Note 14 for further discussion of the goodwill impairment we recognized in 2018.

Effective October 1, 2018, we early adopted ASU 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20): Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans . The new guidance provides modifications to the disclosure requirements for employers that sponsor defined benefit pension and

other postretirement plans. Included in these modifications is the removal of five disclosure requirements for public entities. The adoption of this ASU did not have a material impact on our financial statements or disclosures.

Effective October 1, 2018, we early adopted ASU 2018-13, Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement (Topic 820) . The new guidance provides modifications to the disclosure requirements in Topic 820, primarily related to assets measured at fair value under Level 3 of the fair value hierarchy. The adoption of this ASU did not have a material impact on our financial statements or disclosures.

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	)
(Loss) income 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	127,158			46,935			50,129

Basic and diluted loss per share - continuing operations	$	(5.18	)	$	(8.14	)	$	(2.45	)
Basic and diluted (loss) earnings per share - discontinued operations	(0.52		)	0.05			0.14
Basic and diluted loss per share	$	(5.70	)	$	(8.09	)	$	(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 million , 0.4 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.

NOTE 4 – DISCONTINUED OPERATIONS

On October 5, 2018, we sold all of the capital stock of our MEGTEC and Universal businesses to Dürr Inc., a wholly owned subsidiary of Dürr AG, pursuant to a stock purchase agreement executed on June 5, 2018 for $130.0 million , subject to adjustment. We received $112.0 million in cash, net of $22.5 million in cash sold with the businesses, and $7.7 million , which was deposited in escrow pending final settlement of working capital and other customary matters. The escrow matters are expected to be resolved within 18 months from the closing date. We primarily used proceeds from the transaction to reduce outstanding balances under our U.S. Revolving Credit Facility and for working capital purposes.

Subsequent to October 5, 2018, changes in estimated working capital and other items have resulted in an estimated loss on sale and is presented in the table below in loss on sale of business.

Beginning with June 30, 2018, the MEGTEC and Universal businesses are classified as discontinued operations because the disposal represents a strategic shift that had a major effect on our operations; they were previously included in our Industrial segment, which has been renamed the SPIG segment because SPIG is the remaining business of the former Industrial segment. We recorded a $72.3 million non-cash impairment charge in June 2018 to reduce the carrying value of the MEGTEC and Universal businesses to the fair value, less an amount of estimated sale costs; the non-cash impairment charge is included in Loss from discontinued operations, net of tax , in our Consolidated Statements of Operations and is presented below as goodwill impairment.

The following table presents selected financial information regarding the discontinued operations included in the Consolidated Statements of Operations:



	Year Ended December 31,
(in thousands)	2018			2017		2016
Revenue	$	170,908		$	216,306	$	157,322
Cost of operations	134,057			170,501		115,362
Selling, general and administrative	26,596			38,380		27,063
Goodwill impairment	72,309			—		—
Restructuring charge	—			408		1,994
Research and development	1,224			1,798		1,557
Loss (gain) on asset disposals	(1,991		)	2		(7		)
Operating (loss) income	(61,287		)	5,217		11,353
Loss on sale of business	(5,521		)	—		—
Income tax (benefit) expense	(233		)	1,107		4,237
Net (loss) income	(66,832		)	2,244		7,251

The following table presents the major classes of assets that have been presented as assets and liabilities of discontinued operations in our Consolidated Balance Sheets:



(in thousands)	December 31, 2017
Cash and cash equivalents	$	12,950
Accounts receivable – trade, net	39,196
Accounts receivable – other	157
Contracts in progress	25,409
Inventories	9,245
Other current assets	1,515
Current assets of discontinued operations	88,472
Net property, plant and equipment	27,224
Goodwill	118,720
Deferred income taxes	359
Intangible assets	34,715
Other assets	18
Noncurrent assets of discontinued operations	181,036
Total assets of discontinued operations	$	269,508

Accounts payable	$	19,838
Accrued employee benefits	3,095
Advance billings on contracts	9,073
Accrued warranty expense	5,506
Other accrued liabilities	9,987
Current liabilities of discontinued operations	47,499
Pension and other accumulated postretirement benefit liabilities	6,388
Other noncurrent liabilities	6,612
Noncurrent liabilities of discontinued operations	13,000
Total liabilities of discontinued operations	$	60,499

The significant components of discontinued operations included in our Consolidated Statements of Cash Flows are as follows:



	Year Ended December 31,
(in thousands)	2018			2017			2016
Depreciation and amortization	$	3,482		$	9,688		$	5,060
Goodwill impairment	72,309			—			—
Loss (gain) on asset disposals	(1,991		)	2			(7		)
Loss on sale of business	5,521			—			—
Benefit from deferred income taxes	(944		)	(359		)	(255		)
Purchase of property, plant equipment	(77		)	(1,254		)	(175		)
Acquisition of Universal, net of cash acquired	—			(52,547		)	—

NOTE 5 – DIVESTITURES AND ACQUISITIONS

Divestiture

Palm Beach Resource Recovery Corporation ("PBRRC")

On September 17, 2018, we sold all of the issued and outstanding capital stock of PBRRC, a subsidiary that held two operations and maintenance contracts for waste-to-energy facilities in West Palm Beach, Florida, to Covanta Pasco, Inc., a wholly owned subsidiary of Covanta Holding Company for $45 million , subject to adjustment. We received $38.9 million in cash and $4.9 million that was deposited in escrow pending final settlement of working capital and other customary matters. The escrow is available to resolve any submitted claims or adjustments up to 18 months from the closing date and was primarily recorded in non-current other assets as of December 31, 2018. We recognized a $39.8 million pre-tax gain on sale of this business in 2018, net of $0.8 million of transaction costs. PBRRC was formerly part of the Vølund & Other Renewable segment and represented most of the operations and maintenance revenue for the years ended December 31, 2018, 2017 and 2016.

We continue to evaluate further dispositions and additional opportunities for cost savings, as well as other alternatives to increase our financial flexibility as we progress towards completion on our Vølund loss projects, as described in Note 7 .

Acquisitions

Universal Acoustic & Emission Technologies, Inc.

On January 11, 2017, we acquired Universal Acoustic & Emission Technologies, Inc. ("Universal") for approximately $52.5 million in cash, funded primarily by borrowings under our United States revolving credit facility, net of $4.4 million cash acquired in the business combination. Transaction costs included in the purchase price were approximately $0.2 million . We accounted for the Universal acquisition using the acquisition method, whereby all of the assets acquired and liabilities assumed were recognized at their fair value on the acquisition date, with any excess of the purchase price over the estimated fair value recorded as goodwill. In order to purchase Universal, we borrowed approximately $55 million under the U.S. Revolving Credit Facility in 2017.

Universal provides custom-engineered acoustic, emission and filtration solutions to the natural gas power generation, mid-stream natural gas pipeline, locomotive and general industrial end-markets. Universal's product offering includes gas turbine inlet and exhaust systems, silencers, filters and enclosures. At the acquisition date, Universal employed approximately 460 people, mainly in the United States and Mexico. During 2017, we integrated Universal with our Industrial segment. Universal contributed $69.1 million of revenue and $14.5 million of gross profit to our operating results in the year ended December 31, 2017. During 2018, Universal met the criteria for classification as a discontinued operation and was subsequently sold on October 5, 2018. See Note 4 for additional information about discontinued operations and the sale of Universal.

The allocation of the purchase price based on the fair value of assets acquired and liabilities assumed is set forth below. We finalized the purchase price allocation associated with the valuation of certain intangible assets and deferred tax balances at

December 31, 2017; as a result, the provisional measurements of intangible assets, goodwill and deferred income tax balances did not change.



(in thousands)	Acquisition date fair values
Cash	$	4,379
Accounts receivable	11,270
Contracts in progress	3,167
Inventories	4,585
Other assets	579
Property, plant and equipment	16,692
Goodwill	14,413
Identifiable intangible assets	19,500
Deferred income tax assets	935
Current liabilities	(10,833		)
Other noncurrent liabilities	(1,423		)
Deferred income tax liabilities	(6,338		)
Net acquisition cost	$	56,926

The intangible assets included above consist of the following:



	Fair value (in thousands)		Weighted average estimated useful life (in years)
Customer relationships	$	10,800	15
Backlog	1,700		1
Trade names / trademarks	3,000		20
Technology	4,000		7
Total amortizable intangible assets	$	19,500

The acquisition of Universal resulted in an increase in our intangible asset amortization expense during the year ended December 31, 2017 of $3.1 million , which is included in cost of operations in our Consolidated Statement of Operations. Amortization of intangible assets is not allocated to segment results.

Approximately $1.7 million of acquisition and integration related costs of Universal was recorded as a component of our SG&A expenses in the Consolidated Statement of Operations in the year ended December 31, 2017 .

The following unaudited pro forma financial information below represents our results of operations for year ended December 31, 2016 had the Universal acquisition occurred on January 1, 2016. The unaudited pro forma financial information below is not intended to represent or be indicative of our actual consolidated results had we completed the acquisition at January 1, 2016. This information should not be taken as representative of our future consolidated results of operations.



	Year Ended
(in thousands)	December 31, 2016
Revenues	$	1,660,986
Net loss attributable to B&W	(113,940		)
Basic earnings per common share	(2.27		)
Diluted earnings per common share	(2.27		)

The unaudited pro forma results included in the table above reflect the following pre-tax adjustments to our historical results:


•	A net increase in amortization expense related to timing of amortization of the fair value of identifiable intangible assets acquired of $2.8 million in the year ended December 31, 2016.


•	Elimination of the historical interest expense recognized by Universal of $0.4 million in the year ended December 31, 2016.


•	Elimination of $2.1 million in transaction related costs recognized in the year ended December 31, 2016 .

SPIG S.p.A.

On July 1, 2016, we acquired all of the outstanding stock of SPIG S.p.A. ("SPIG") for €155.0 million (approximately $172.1 million ) in an all-cash transaction, which was subject to post-closing adjustments. During September 2016, €2.6 million (approximately $2.9 million ) of the transaction price was returned to B&W based on the difference between the actual working capital and pre-close estimates. Transaction costs included in the purchase price associated with closing the acquisition of SPIG on July 1, 2016 were approximately $0.3 million .

Based in Arona, Italy, SPIG is a global provider of custom-engineered comprehensive dry and wet cooling solutions and aftermarket services to the power generation industry including natural gas-fired and renewable energy power plants, as well as downstream oil and gas, petrochemical and other industrial end markets. The acquisition of SPIG was consistent with B&W's goal to grow and diversify its technology-based offerings with new products and services in the industrial markets that are complementary to our core businesses. In the year ended December 31, 2016, SPIG contributed $96.3 million of revenue and $8.0 million of gross profit.

We accounted for the SPIG acquisition using the acquisition method. All of the assets acquired and liabilities assumed were recognized at their estimated fair value as of the acquisition date. Any excess of the purchase price over the estimated fair values of the net assets acquired was recorded as goodwill. Several valuation methods were used to determine the fair value of the assets acquired and liabilities assumed. For intangible assets, we used the income method, which required us to forecast the expected future net cash flows for each intangible asset. These cash flows were then adjusted to present value by applying an appropriate discount rate that reflects the risk factors associated with the projected cash flows. Some of the more significant estimates and assumptions inherent in the income method include the amount and timing of projected future cash flows, the discount rate selected to measure the risks inherent in the future cash flows and the assessment of the asset's economic life and the competitive trends impacting the asset, including consideration of any technical, legal, regulatory or economic barriers to entry. Determining the useful life of an intangible asset also required judgment as different types of intangible assets will have different useful lives, or indefinite useful lives.

The allocation of the purchase price, based on the fair value of assets acquired and liabilities assumed, is detailed below.



(in thousands)	Acquisition date fair values
Cash	$	25,994
Accounts receivable	58,843
Contracts in progress	61,155
Inventories	2,554
Other assets	7,341
Property, plant and equipment	6,104
Goodwill	72,401
Identifiable intangible assets	55,164
Deferred income tax assets	5,550
Revolving debt	(27,530		)
Current liabilities	(56,323		)
Advance billings on contracts	(15,226		)
Other noncurrent liabilities	(379		)
Deferred income tax liabilities	(17,120		)
Noncontrolling interest in joint venture	(7,754		)
Net acquisition cost	$	170,774

We finalized the purchase price allocation as of December 31, 2016, which resulted in a $2.5 million increase in goodwill. The goodwill arising from the purchase price allocation of the SPIG acquisition is believed to be a result of the synergies created from combining its operations with B&W's, and the growth it can provide from its wide scope of engineered cooling and service offerings and customer base. None of this goodwill is expected to be deductible for tax purposes. Also, see Note 14 for the results of our subsequent goodwill impairment assessments.

The intangible assets included above consist of the following:



(in thousands)	Fair value (in thousands)		Weighted average estimated useful life (in years)
Customer relationships	$	12,217	9
Backlog	17,769		2
Trade names / trademarks	8,885		20
Technology	14,438		10
Non-compete agreements	1,666		3
Internally-developed software	189		3
Total amortizable intangible assets	$	55,164

The acquisition of SPIG added $5.2 million , $9.1 million and $13.3 million of intangible asset amortization expense in the years ended December 31, 2018, 2017 and 2016, respectively. Amortization of intangible assets is not allocated to segment results.

Approximately $1.6 million and $3.5 million of acquisition and integration related costs of SPIG was recorded as selling, general and administrative expenses in the Consolidated Statement of Operations for the years ended December 31, 2017 and 2016, respectively.

The following unaudited pro forma financial information below represents our results of operations for year ended December 31, 2016 had the SPIG acquisition occurred on January 1, 2016. The unaudited pro forma financial information below is not intended to represent or be indicative of our actual consolidated results had we completed the acquisition at January 1, 2016. This information should not be taken as representative of our future consolidated results of operations.



	Year Ended December 31,
(in thousands)	2016
Revenues	$	1,663,126
Net loss attributable to B&W	(111,500		)
Basic earnings per common share	(2.22		)
Diluted earnings per common share	(2.22		)

The unaudited pro forma results included in the table above reflect the following pre-tax adjustments to our historical results:


•	A net increase (decrease) in amortization expense related to timing of amortization of the fair value of identifiable intangible assets acquired of $6.5 million in the year ended December 31, 2016.


•	Elimination of the historical interest expense recognized by SPIG of $0.5 million in the year ended December 31, 2016.


•	Elimination of $3.5 million in transaction related costs recognized in the year ended December 31, 2016.

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 systems for steam applications along with related aftermarket services. This segment was formerly part of the Industrial segment.

The segment information presented in the table below reflects the product line revenues that are reviewed by each segment's manager. These gross product line revenues exclude eliminations of revenues generated from sales to other segments or to other product lines within the segment. The primary component of the Babcock & Wilcox segment elimination is revenue associated with construction services. The primary component of total eliminations is associated with Babcock & Wilcox segment construction services provided to the SPIG segment. An analysis of our operations by segment is as follows:



	Year Ended December 31,
(in thousands)	2018			2017			2016
Revenues:
Babcock & Wilcox segment
Retrofits	$	223,516		$	306,758		$	392,854
New build utility and environmental	155,695			155,886			292,302
Aftermarket parts and field engineering services	271,028			277,129			292,535
Industrial steam generation	129,648			123,127			107,267
Eliminations	(25,311		)	(41,838		)	(102,980		)
	754,576			821,062			981,978
Vølund & Other Renewable segment
Renewable new build and services	137,565			282,228			284,684
Operations and maintenance services	44,507			64,970			65,814
Eliminations	(890		)	—			(1,326		)
	181,182			347,198			349,172
SPIG segment
New build cooling systems	112,758			126,674			19,961
Aftermarket cooling system services	40,867			54,811			76,330
	153,625			181,485			96,291

Eliminations	(26,995		)	(8,316		)	(6,500		)
	$	1,062,388		$	1,341,429		$	1,420,941

Beginning in 2018, we changed our primary measure of segment profitability from gross profit to adjusted earnings before interest, tax, depreciation and amortization ("EBITDA"). The presentation of the components of our gross profit and adjusted EBITDA in the tables below are consistent with the way our chief operating decision maker reviews the results of our operations and makes strategic decisions about our business. Items such as gains or losses on asset sales, mark to market ("MTM") pension adjustments, restructuring and spin costs, impairments, losses on debt extinguishment, costs related to financial consulting required under our U.S. Revolving Credit Facility and other costs that may not be directly controllable by segment management are not allocated to the segment. Adjusted EBITDA for each segment is presented below with a reconciliation to net income. Adjusted EBITDA is not a recognized term under GAAP and should not be considered in isolation or as an alternative to net earnings (loss), operating profit (loss) or as an alternative to cash flows from operating activities as a measure of our liquidity. Adjusted EBITDA as presented below differs from the calculation used to compute our leverage ratio and interest coverage ratio as defined by our U.S. Revolving Credit Facility. Because all companies do not use identical calculations, the amounts presented for Adjusted EBITDA may not be comparable to other similarly titled measures of other companies.



	Year Ended December 31,
(in thousands)	2018			2017			2016
Gross profit (loss) ⁽¹⁾ :
Babcock & Wilcox segment	$	141,054		$	171,008		$	213,541
Vølund & Other Renewable segment	(238,125		)	(128,205		)	(68,109		)
SPIG segment	(25,113		)	(7,967		)	8,026
Intangible amortization expense included in cost of operations	(6,055		)	(10,618		)	(15,192		)
Inventory reserve for strategic change in China	(1,405		)	—			—
	(129,644		)	24,218			138,266

Selling, general and administrative ("SG&A") expenses	(198,200		)	(218,060		)	(216,486		)
Financial advisory services included in SG&A	(18,625		)	(2,659		)	—
Trade receivable reserve in SG&A for Chinese operations	(5,845		)	—			—
Intangible amortization expense included in SG&A	(661		)	(426		)	(598		)
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
Equity in income and impairment of investees	(11,603		)	(9,867		)	16,440
Operating loss	$	(426,600	)	$	(316,363	)	$	(110,015	)

⁽¹⁾ Intangible amortization is not allocated to the segments' gross profit, but depreciation is allocated to the segments' gross profit.



	Year Ended December 31,
(in thousands)	2018			2017			2016
Adjusted EBITDA
Babcock & Wilcox segment ⁽¹⁾	$	83,640		$	103,294		$	130,735
Vølund & Other Renewable segment	(276,266		)	(170,344		)	(105,102		)
SPIG segment	(53,406		)	(29,792		)	1,862
Corporate ⁽²⁾	(26,876		)	(36,147		)	(35,343		)
Research and development costs	(3,780		)	(7,614		)	(8,849		)
Foreign exchange	(28,542		)	(4,751		)	(1,944		)
Other – net	259			(698		)	(616		)
	(304,971		)	(146,052		)	(19,257		)

Depreciation & amortization	(28,521		)	(30,449		)	(34,523		)
Interest expense, net	(49,364		)	(25,426		)	(2,900		)
Loss on debt extinguishment	(49,241		)	—			—
Restructuring activities and spin-off transaction costs	(16,758		)	(15,039		)	(38,813		)
Financial advisory services included in SG&A	(18,625		)	(2,659		)	—
Acquisition and integration costs included in SG&A	—			(1,522		)	—
Reserves for strategic change in China	(7,250		)	—			—
MTM (loss) gain from benefit plans	(67,474		)	8,706			(24,159		)
Goodwill and other intangible asset impairment	(40,046		)	(86,903		)	—
Impairment of equity method investment in TBWES	(18,362		)	(18,193		)	—
Gain on sale of equity method investment in BWBC	6,509			—			—
Gain on sale of business	39,815			—			—
(Loss) gain on asset disposal	(1,513		)	(13		)	25
Loss before income tax expense	(555,801		)	(317,550		)	(119,627		)
Income tax expense (benefit)	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	)

⁽¹⁾ Babcock & Wilcox segment adjusted EBITDA includes $25.4 million , $21.0 million and $20.0 million of net benefit from pension and other postretirement benefit plans, excluding MTM adjustments, in the years ended December 31, 2018 , 2017 and 2016, respectively.

⁽²⁾ Allocations are excluded from discontinued operations. Accordingly, allocations previously absorbed by the MEGTEC and Universal businesses in the SPIG segment have been included with other unallocated costs in Corporate, and total $11.4 million , $8.8 million and $4.3 million in the years ended December 31, 2018 , 2017 and 2016, respectively.



	Year Ended December 31,
(in thousands)	2018		2017		2016
DEPRECIATION AND AMORTIZATION
Babcock & Wilcox segment	$	16,047	$	13,871	$	15,906
Vølund & Other Renewable segment	4,301		4,633		3,979
SPIG segment	7,092		11,126		14,014
Segment depreciation and amortization	27,440		29,630		33,899
Corporate	1,081		819		624
Total depreciation and amortization	$	28,521	$	30,449	$	34,523

We do not separately identify or report our assets by segment as our chief operating decision maker does not consider assets by segment to be a critical measure by which performance is measured.

We provide our products and services to a diverse customer base that includes utilities and other power producers located around the world. We have one customer in the Babcock & Wilcox segment, Southern Company, with revenues of $138.1 million that accounted for 13% of our consolidated revenue for the year ended December 31, 2018. We have no customers that individually accounted for more than 10% of our consolidated revenues in the years ended December 31, 2017 , or 2016 .

Information about our consolidated operations in different geographic areas



	Year Ended December 31,
(in thousands)	2018		2017		2016
REVENUES ⁽¹⁾
United States	$	652,879	$	615,089	$	771,453
United Kingdom	64,465		183,755		196,000
Canada	90,459		95,763		62,822
Sweden	34,578		36,284		21,049
China	23,432		48,161		27,423
Germany	14,690		21,867		25,020
Italy	14,164		11,112		6,004
Denmark	12,426		82,058		53,824
Nigeria	12,211		6,754		—
Taiwan - Republic of China	11,690		528		718
Finland	10,161		6,808		5,434
Brazil	9,042		2,927		1,806
Belgium	8,226		288		300
Saudi Arabia	8,035		13,648		791
Vietnam	5,764		15,762		54,691
South Korea	5,678		41,217		44,657
India	5,642		3,116		4,254
Chile	5,597		3,403		3,721
Bahrain	5,286		7		—
Egypt	2,133		43,122		35,833
Aggregate of all other countries, each with less than $5 million in revenues	65,830		109,760		105,141
	$	1,062,388	$	1,341,429	$	1,420,941

⁽¹⁾ We allocate geographic revenues based on the location of the customer's operations.



	Year Ended December 31,
(in thousands)	2018		2017		2016
NET PROPERTY, PLANT AND EQUIPMENT
United States	$	43,070	$	60,611	$	67,249
Mexico	20,458		21,950		22,594
China	8,720		10,093		13,460
United Kingdom	5,671		6,498		6,237
Denmark	7,372		7,954		6,749
Aggregate of all other countries, each with less than $5 million of net property, plant and equipment	5,601		7,601		5,683
	$	90,892	$	114,707	$	121,972

NOTE 7 – REVENUE RECOGNITION AND CONTRACTS

Adoption of Accounting Standards Codification ("ASC") Topic 606, Revenue from Contracts with Customers ("Topic 606")

On January 1, 2018, we adopted Topic 606 using the modified retrospective method applied to all contracts that were not completed as of January 1, 2018. Results for reporting periods beginning on or after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported under the accounting standards in effect for the prior period. We recorded a $0.5 million net increase to opening retained earnings as of January 1, 2018 from the cumulative effect of adopting Topic 606 that primarily related to transitioning the timing of certain sales commissions expense. The effect on revenue from adopting Topic 606 was not material for the year ended December 31, 2018.

Contract Balances

The following represents the components of our contracts in progress and advance billings on contracts included in our consolidated balance sheets:



	Year Ended December 31,
(in thousands)	2018			2017			$ Change			% Change
Contract assets - included in contracts in progress:
Costs incurred less costs of revenue recognized	$	49,910		$	69,577		$	(19,667	)	(28	)%
Revenues recognized less billings to customers	94,817			66,234			28,583			43	%
Contracts in progress	$	144,727		$	135,811		$	8,916		7	%
Contract liabilities - included in advance billings on contracts:
Billings to customers less revenues recognized	$	140,933		$	168,880		$	(27,947	)	(17	)%
Costs of revenue recognized less cost incurred	8,434			3,117			5,317			171	%
Advance billings on contracts	$	149,367		$	171,997		$	(22,630	)	(13	)%

Net contract balance	$	(4,640	)	$	(36,186	)	$	31,546		(87	)%

Accrued contract losses	$	61,651		$	40,634		$	21,017		52	%

The impact of adopting Topic 606 on components of our contracts in progress and advance billings on contracts was not material at January 1, 2018. The change in our net contract balance was primarily driven by revenues recognized during 2018 that were included in contract liabilities at the beginning of the period and exceeded the receipt of new advanced payments from customers.

Backlog

On December 31, 2018 we had $782 million of remaining performance obligations, which we also refer to as total backlog. We expect to recognize approximately 54% , 12% and 34% of our remaining performance obligations as revenue in the remainder of 2019, 2020 and thereafter, respectively. Backlog reduced by approximately $467 million in September 2018 as a result of the sale of PBRRC described in Note 5 .

Changes in Contract Estimates

In the years ended December 31, 2018 , 2017 and 2016 , we recognized changes in estimated gross profit related to long-term contracts accounted for on the percentage-of-completion basis, which are summarized as follows:



	Year Ended December 31,
(in thousands)	2018			2017			2016
Increases in gross profits for changes in estimates for over time contracts	$	18,183		$	21,638		$	42,368
Decreases in gross profits for changes in estimates for over time contracts	(262,389		)	(174,906		)	(149,169		)
Net changes in gross profits for changes in estimates for over time contracts	$	(244,206	)	$	(153,268	)	$	(106,801	)

Vølund Loss Contracts

We had four Vølund contracts for renewable energy facilities in Europe that were loss contracts at December 31, 2016. During 2017, two additional Vølund contracts in Europe became loss contracts. In the years ended December 31, 2018 , 2017, and 2016, we recorded $233.0 million and $158.5 million and $141.1 million in net losses, respectively, inclusive of warranty expense as described in Note 17 , resulting from changes in the estimated revenues and costs to complete the six European Vølund loss contracts. These changes in estimates in the years ended December 31, 2018 , 2017 and 2016 included increases in our estimates of anticipated liquidated damages that reduced revenue associated with these six contracts by $11.5 million , $41.3 million and $35.8 million , respectively. The total anticipated liquidated damages associated with these six contracts were $88.6 million and $77.1 million at December 31, 2018 and December 31, 2017 , respectively. During the year ended December 31, 2017 there were corrections that reduced (increased) estimated contract losses at completion by $1.0 million , $(6.0) million and $1.1 million relating to the three months ended December 31, 2016, March 31, 2017 and June 30, 2017, respectively. Management has determined these amounts are immaterial to the consolidated financial statements in both previous periods.

As of March 2019, four of the six Vølund loss contracts had been turned over to the customer, with only punch list or agreed remediation items remaining, some of which are expected to be performed during the customers' scheduled maintenance outages. This applies to the first, third, fourth and sixth loss contracts. The customers for the second and f i fth loss contracts are related parties, and a settlement agreement was reached on March 29, 2019 to limit our remaining risk related to these contracts. Under that settlement agreement, we agreed to pay a combined £70 million ( $88.9 million ) by April 5, 2019 in exchange for limiting and further defining our obligations under these second and fifth loss contracts, including waiver of the rejection and termination rights on the fifth loss contract that could have resulted in repayment of all monies paid to us and our former civil construction partner (up to approximately $144 million ), and requirement to restore the property to its original state if the customer exercised this contractual rejection right. On the fifth loss contract, we agreed to continue to support construction services to complete certain key systems of the plant by a specified date, for which penalty for failure to complete these systems is limited to the unspent portion of our quoted cost of the activities through that date. The settlement eliminates all historical claims and remaining liquidated damages. Upon completion of these activities in accordance with the settlement, we will have no further obligation related to the fifth loss contract other than customary warranty of core products if the plant is used as a biomass plant as designed. We estimated the portion of this settlement related to waiver of the rejection right on the fifth project was $81.1 million , which was recorded in the fourth quarter of 2018 as a reduction in the selling price. We are still pursuing insurance recoveries and claims against subcontractors. For the second loss project, the settlement limits the remaining performance obligations and settled historic claims for nonconformance and delays, and we expect to turn over the plant in May 2019 and then begin the operations and maintenance contract that follows turnover of this plant. Additional engineering or core scope services, may be provided by us on the fifth loss contract on commercially acceptable terms. We will provide operations and maintenance services under an existing contract for the fifth loss project if properly notified and the plant is used as a biomass plant as designed.

As of December 31, 2018 , the status of these six loss contracts was as follows:

The first contract, a waste-to-energy plant in Denmark, became a loss contract in the second quarter of 2016. As of December 31, 2018 , this contract is approximately 95% complete and construction activities are complete as of the date of this report. The unit became operational during the second quarter of 2017, and as of December 31, 2018 was only pending customer agreement that contractual trial operations and takeover activities and requirements had been met. A settlement was reached with the customer to achieve takeover on January 31, 2019, after which only punch list items and other agreed to remediation items remain, most of which are expected to be performed during the customer's scheduled maintenance outages. As of January 31, 2019, the contract is in the warranty phase. During the year ended December 31, 2018 , we recognized additional contract losses of $31.8 million on the contract as a result of differences in actual and

estimated costs, schedule delays and issues encountered during preparation for and completion of formal trial operations. Losses in the year ended December 31, 2018 also related to increases in expected warranty costs. Our estimate at completion as of December 31, 2018 includes $9.2 million of total expected liquidated damages. As of December 31, 2018 , the reserve for estimated contract losses recorded in "other accrued liabilities" in our consolidated balance sheet was $4.9 million . In the year ended December 31, 2017 , we recognized additional contract losses of $20.8 million as a result of differences in actual and estimated costs and schedule delays. As of December 31, 2017 , this contract had $1.6 million of accrued losses and was 98% complete. In the year ended December 31, 2016, we recognized charges of $50.3 million (net of accrued insurance proceeds), and as of December 31, 2016, this project had $6.4 million of accrued losses and was 88% complete.

The second contract, a biomass plant in the United Kingdom, became a loss contract in the fourth quarter of 2016. As of December 31, 2018 , this contract was approximately 95% complete. Startup of the unit occurred in April 2018, and synchronization to the electrical grid while firing on biomass fuel occurred in September 2018. Trial operations are expected to begin in early April 2019 and takeover by the customer is expected in May 2019. This project is subject to the March 29, 2019 settlement agreement described above. During the year ended December 31, 2018 , we recognized additional contract losses of $21.7 million on this contract as a result of repairs required during startup commissioning activities, additional expected punch list and other commissioning costs, and changes in construction cost estimates. Losses in the year ended December 31, 2018 also related to increases in expected warranty costs and subcontractor productivity being lower than previous estimates. Our estimate at completion as of December 31, 2018 includes $19.0 million of total expected liquidated damages due to schedule delays. Our estimates at completion as of December 31, 2018 and 2017 also include contractual bonus opportunities for guaranteed higher power output (discussed further below). As of December 31, 2018 , the reserve for estimated contract losses recorded in "other accrued liabilities" in our consolidated balance sheet was $3.9 million . In the year ended December 31, 2017 , we recognized contract losses of $47.8 million from changes in the expected selling price, construction cost estimates and schedule delays, and as of December 31, 2017 , this contract had $12.8 million of accrued losses and was 81% complete. In the year ended December 31, 2016, we recognized charges of $28.1 million , and as of December 31, 2016, this project had $5.1 million of accrued losses and was 67% complete.

The third contract, a biomass plant in Denmark, became a loss contract in the fourth quarter of 2016. As of December 31, 2018 , this contract was approximately 99% complete and construction activities are complete as of the date of this report. The unit became operational during the second quarter of 2017, and partial takeover was achieved in March 2018. We agreed with the customer to a full takeover at the end of October 2018 and scheduled a time line for remaining punch list activities to be completed around the customer's future planned outages. The contract is now in the warranty phase. During the year ended December 31, 2018 , we recognized additional contract losses of $6.9 million as a result of changes in the estimated costs at completion. Our estimate at completion as of December 31, 2018 includes $6.8 million of total expected liquidated damages due to schedule delays. As of December 31, 2018 , the reserve for estimated contract losses recorded in "other accrued liabilities" in our consolidated balance sheet was $0.5 million . In the year ended December 31, 2017 , we recognized charges of $10.2 million from changes in our estimate at completion, and as of December 31, 2017 , this contract had $0.7 million of accrued losses and was 98% complete. In the year ended December 31, 2016, we recognized charges of $30.1 million , and as of December 31, 2016, this project had $3.9 million of accrued losses and was 82% complete.

The fourth contract, a biomass plant in the United Kingdom, became a loss contract in the fourth quarter of 2016. As of December 31, 2018 , this contract was approximately 96% complete. Commissioning activities began in the first quarter of 2018, and construction was substantially complete at June 30, 2018. Startup of the unit occurred in May 2018, and synchronization to the electrical grid while firing on biomass fuel occurred in July 2018. Trial operations began in November 2018 and takeover by the customer occurred in February 2019, after which only punch list items remain, most of which are expected to be performed during the customer's scheduled maintenance outages. During the year ended December 31, 2018 , we revised our estimated revenue and costs at completion for this loss contract, which resulted in $31.3 million of additional contract losses due to challenges in startup commissioning activities, additional expected punch list and other commissioning costs, additional subcontractor costs and estimated liquidated damages. Losses in the year ended December 31, 2018 also include increases in expected warranty costs and subcontractor productivity being lower than previous estimates. Our estimate at completion as of December 31, 2018 includes $21.2 million of total expected liquidated damages due to schedule delays. Our estimates at completion as of December 31, 2018 and December 31, 2017 also include contractual bonus opportunities for guaranteed higher power output (discussed further below). As of December 31, 2018 , the reserve for estimated contract losses recorded in "other accrued liabilities" in our consolidated balance sheet was $2.1 million . In the year ended December 31, 2017 , we recognized contract losses of $26.0 million from changes in the expected selling price, changes in construction cost estimates and schedule delays, and as of December 31, 2017 , this contract had $4.7 million of accrued losses and was 85% complete. In the year ended

December 31, 2016, we recognized charges of $16.4 million , and as of December 31, 2016, this project had $1.6 million of accrued losses and was 61% complete.

The fifth contract, a biomass plant in the United Kingdom, became a loss contract in the second quarter of 2017. As of December 31, 2018 , this contract was approximately 76% complete. This project is subject to the March 29, 2019 settlement agreement described above. We estimated the portion of this settlement related to waiver of the rejection right on the fifth project was $81.1 million , which was recorded in the fourth quarter of 2018 as a reduction in the selling price. Under the settlement, our remaining performance obligations were limited to support construction services to complete certain key systems of the plant by a specified date. The settlement also eliminates all historical claims and remaining liquidated damages. During the twelve months ended December 31, 2018, we revised our estimated revenue and costs at completion for this loss contract which resulted in $119.5 million of additional contract losses, including waiver of rejection rights, estimated costs of taking over the civil scope in the first quarter of 2018 from our joint venture partner, who entered administration (similar to filing for bankruptcy in the U.S.) in late February 2018 and receipt of regulatory release later than expected in previous estimates to begin repairs to failed steel beam that failed in September 2017, which are described in more detail below. Losses in the twelve months ended December 31, 2018 also reflect an extended schedule from greater challenges in restarting work on a site that had been idle pending repairs on the failed steel beam, including the extent of items that had been damaged from weather exposure, and increases in expected warranty costs. Our estimate at completion as of December 31, 2018 , includes $13.3 million of total expected liquidated damages due to schedule delays. As of December 31, 2018 , the reserve for estimated contract losses recorded in "other accrued liabilities" in our consolidated balance sheet was $36.8 million . In the year ended December 31, 2017 , we recognized charges of $40.2 million , respectively from changes in our estimate at completion, and as of December 31, 2017 , this contract had $14.3 million of accrued losses and was 64% complete.

The sixth contract, a waste-to-energy plant in the United Kingdom, became a loss contract in the second quarter of 2017. As of December 31, 2018 , this contract was approximately 95% complete. Commissioning activities began in the first quarter of 2018, construction was substantially completed in July 2018, startup of the unit occurred in July 2018. Trial operations began in December 2018 and customer takeover occurred on January 25, 2019, after which only punch list items remain, most of which are expected to be performed during the customer's scheduled maintenance outages. The contract is in the warranty phase. During the year ended December 31, 2018 , we revised our estimated revenue and costs at completion for this loss contract, which resulted in additional contract losses of $22.0 million due to challenges in startup commissioning activities. Losses in the year ended December 31, 2018 also included the effects of schedule delays, inclusive of liquidated damages, estimated claim settlements, and increases in expected warranty costs. Our estimate at completion as of December 31, 2018 includes $19.1 million of total expected liquidated damages due to schedule delays. As of December 31, 2018 , the reserve for estimated contract losses recorded in "other accrued liabilities" in our consolidated balance sheet was $1.4 million . In the year ended December 31, 2017 , we recognized additional contract losses of $18.5 million from changes in our estimate at completion, and as of December 31, 2017 , this contract had $2.5 million of accrued losses and was 76% complete.

In September 2017, we identified the failure of a structural steel beam on the fifth contract, which stopped work in the boiler building and other areas pending corrective actions to stabilize the structure. Provisional regulatory approval to begin structural repairs to the failed beam was obtained on March 29, 2018 (later than previously estimated), and full approval to proceed with repairs was obtained in April 2018. Full access to the site was obtained on June 6, 2018 after completion of the repairs to the structure. The engineering, design and manufacturing of the steel structure were the responsibility of our subcontractors. A similar design was also used on the second and fourth contracts, and although no structural failure occurred on these two other contracts, work was also stopped in certain restricted areas while we added reinforcement to the structures, which also resulted in delays that lasted until late January 2018. The total costs related to the structural steel issues on these three contracts, including contract delays, are estimated to be approximately $37 million , which is included in the December 31, 2018 estimated losses at completion for these three contracts.

Also, during the third quarter of 2017, we implemented a design change in three of the renewable facilities to increase the guaranteed power output, which will allow us to achieve contractual bonus opportunities for the higher output. In the fourth quarter of 2017, we obtained agreement from certain customers to increase the value of these bonus opportunities and to provide partial relief on liquidated damages. The bonus opportunities and liquidated damages relief increased the estimated selling price of the three contracts by approximately $19 million in total, and this positive change in estimated cost to complete was fully recognized in 2017 because each was a loss contract.

During the years ended December 31, 2018, 2017 and 2016, we recognized losses of $2.3 million , $2.5 million and $14.2 million , respectively, on our other Vølund renewable energy projects that are not loss contracts. Accrued liquidated damages associated with these projects was $9.0 million at December 31, 2016.

During the third quarter of 2016, we determined it was probable that we would receive a $15.5 million (DKK 100.0 million ) insurance recovery for a portion of the losses on the first Vølund contract discussed above. In May 2018, our insurer disputed coverage on our insurance claim. We believe that the dispute from the insurer is without merit and continue to believe we are entitled to the full value of the claim. We intend to aggressively pursue full recovery under the policy, and we filed for arbitration in July 2018. However, an allowance for the receivable was recorded in 2018 based upon the dispute by the insurer, which is considered contradictory evidence in the accounting probability assessment of this loss recovery, even if it is believed to be without merit. The insurance recovery of $15.5 million is recorded in accounts receivable - other in our consolidated balance sheet, offset by a $12.3 million reserve at December 31, 2018 .

SPIG U.S. Loss Contract

At December 31, 2018, SPIG had one significant loss contract, a contract to engineer, procure materials and then construct a dry cooling system for a gas-fired power plant in the U.S. At December 31, 2018, the design and procurement are substantially complete, and the construction is underway. Overall, the contract is 69% complete and it is expected be fully complete in mid-2019. Total losses of $14.8 million were recorded in 2018, of which $9.1 million were recorded in the fourth quarter of 2018, from changes in estimated cost to complete primarily from schedule delays, lower construction labor productivity and material quality. As of December 31, 2018, the reserve for estimated contract losses recorded in "other accrued liabilities" in our consolidated balance sheet was $4.6 million related to this contract. Construction is being performed by the Babcock & Wilcox segment, but the contract loss is included in the SPIG segment.

NOTE 8 – RESTRUCTURING ACTIVITIES AND SPIN-OFF TRANSACTION COSTS

In the years ended December 31, 2018, 2017 and 2016, we recognized restructuring activities and spin-off transaction costs of $16.8 million , $15.0 million and $38.8 million , respectively. The following tables summarize the restructuring activity and spin-off costs incurred by segment.



(in thousands)
Year ended December 31, 2018	Severance and related costs		Exit costs		Impairment costs		Spin-off transaction costs		Total
Babcock & Wilcox segment	$	7,616	$	177	$	—	$	—	$	7,793
Vølund & Other Renewable segment	469		—		—		—		469
SPIG segment	2,506		—		—		—		2,506
Corporate	5,461		199		—		330		5,990
	$	16,052	$	376	$	—	$	330	$	16,758



(in thousands)
Year ended December 31, 2017	Severance and related costs		Exit costs		Impairment costs		Spin-off transaction costs		Total
Babcock & Wilcox segment	$	7,788	$	1,708	$	731	$	—	$	10,227
Vølund & Other Renewable segment	2,997		—		—		—		2,997
SPIG segment	65		—		—		—		65
Corporate	547		—		—		1,203		1,750
	$	11,397	$	1,708	$	731	$	1,203	$	15,039



(in thousands)
Year ended December 31, 2016	Severance and related costs		Exit costs		Impairment costs		Spin-off transaction costs		Total
Babcock & Wilcox segment	$	14,311	$	3,972	$	14,907	$	—	$	33,190
Vølund & Other Renewable segment	608		—		—		—		608
SPIG segment	31		—		—		—		31
Corporate	351		816		—		3,817		4,984
	$	15,301	$	4,788	$	14,907	$	3,817	$	38,813

In 2018, we began to implement a series of cost restructuring actions, primarily in our U.S., European, Canadian and Asian operations, and corporate functions. These actions were intended to appropriately size our operations and support functions in response to the continuing decline in global markets for new build coal-fired power generation, the announcement of the MEGTEC and Universal sale and our liquidity needs. Severance cost associated with these actions taken through December 31, 2018 is expected to total approximately $9.1 million , of which $7.2 million was recorded in the year ended December 31, 2018 and the remainder will be recorded mainly in 2019 over the remaining service periods. Severance payments are expected to extend through mid-2019. In addition, executive severance totaling $5.3 million in the year ended December 31, 2018 related to the elimination of the SVP and Chief Business Development Officer role and the transition of two CEO roles in 2018. Severance payments are expected to extend through late-2019.

The remainder of the restructuring costs in the year ended December 31, 2018 , primarily relate to actions from the second half of 2017 that were intended to improve our global cost structure and increase our financial flexibility. These restructuring actions included a workforce reduction at both the business segment and corporate levels totaling approximately 9% of our global workforce, SG&A expense reductions and new cost control measures, and office closures and consolidations in non-core geographies. These actions included reduction of approximately 30% of Vølund's workforce to align with a new execution model focused on Vølund's core boiler, grate and environmental equipment technologies, with the balance-of-plant and civil construction scope being executed by a partner.

In the years ended December 31, 2017 and 2016, restructuring costs relate primarily to a series of activities that took place prior to 2017 that were intended to help us maintain margins, make our costs more volume-variable and allow our business to be more flexible. These actions were primarily in the Babcock & Wilcox segment in advance of lower projected demand for power generation from coal in the United States. We made our manufacturing costs more volume-variable through the closure of manufacturing facilities and development of manufacturing arrangements with third parties. Also, we made our cost of engineering 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. Until the second quarter of 2018, these restructuring actions achieved the goal of maintaining gross margins in the Babcock & Wilcox segment. Quantification of cost savings, however, is significantly dependent upon volume assumptions that have changed since the restructuring actions were initiated.

Restructuring liabilities are included in other accrued liabilities on our consolidated balance sheets. Activity related to the restructuring liabilities is as follows:



	Year Ended December 31,
(in thousands)	2018			2017
Balance at beginning of period	$	2,244		$	1,809
Restructuring expense	16,415			13,515
Payments	(11,300		)	(13,080		)
Balance at December 31	$	7,359		$	2,244

For the year ended December 31, 2016, we recorded cash restructuring charges of $19.9 million that impacted the accrued restructuring liability.

Accrued restructuring liabilities at December 31, 2018 and 2017 relate primarily to employee termination benefits. Excluded from restructuring expense in the table above are non-cash restructuring charges that did not impact the accrued restructuring

liability. We did no t recognize non-cash restructuring expense in 2018. In the years ended December 31, 2017 and 2016, we recognized $0.3 million , and $15.0 million , respectively, in non-cash restructuring expense related to losses on the disposals of long-lived assets.

Spin-Off Transaction Costs

Spin-off costs were primarily attributable to employee retention awards directly related to the spin-off from our former parent, now known as BWX Technologies, Inc. or "BWXT". In the years ended December 31, 2018 , 2017, and 2016, we recognized spin-off costs of $0.3 million , $1.2 million , and $3.8 million respectively. In each of the years ended December 31, 2018 and 2017, we disbursed $1.9 million of the accrued retention awards.

NOTE 9 – STOCK-BASED COMPENSATION

2015 Long-Term Incentive Plan of Babcock & Wilcox Enterprises, Inc.

Prior to the spin-off from our former parent, BWXT, executive officers, key employees, members of the board of directors and consultants of the Company were eligible to participate in the 2010 Long-Term Incentive Plan of The Babcock & Wilcox Company (the "BWXT Plan"). Effective June 30, 2015, executive officers, key employees, members of the board of directors and consultants of the Company are eligible to participate in the 2015 Long-Term Incentive Plan of Babcock & Wilcox Enterprises, Inc. (the "BW Plan"). The BW Plan permits grants of nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, and cash incentive awards. The BW Plan was amended and restated in 2018 and 2016 to increase the number of shares available for issuance by 1.0 million shares and 2.5 million shares, respectively. The number of shares available for award grants under the BW Plan, as amended and restated, is 9.3 million , of which 3.7 million remain available as of December 31, 2018 .

In connection to the 2018 Rights Offering, as described in Note 22 , eligible participants of the BWXT Plan with outstanding stock options, restricted stock units, and performance-based share awards were awarded with additional corresponding shares to preserve the value of the employees outstanding equity.

In connection with the spin-off, outstanding stock options and restricted stock units granted under the BWXT Plan prior to 2015 were replaced with both an adjusted BWXT award and a new BW stock award. These awards, when combined, had terms that were intended to preserve the values of the original awards. Outstanding performance share awards originally issued under the BWXT Plan granted prior to 2015 were generally converted into unvested rights to receive the value of deemed target performance in unrestricted shares of a combination of BWXT common stock and BW common stock, determined by reference to the ratio of one share of BW common stock being distributed for every two shares of BWXT common stock in the spin-off, in each case with the same vesting terms as the original awards.

Stock options

Stock options were awarded in 2018 and 2016. There were no stock options awarded in 2017 . The fair value of each option grant awarded in 2018 and 2016 was estimated at the date of grant using Black-Scholes, with the following weighted-average assumptions:



	Year Ended December 31,
	2018		2016
Risk-free interest rate	2.69	%	1.14	%
Expected volatility	64	%	25	%
Expected life of the option in years	3.95		3.95
Expected dividend yield	—	%	—	%

The risk-free interest rate is based on the implied yield on a United States Treasury zero -coupon issue with a remaining term equal to the expected life of the option. The expected volatility is based on implied volatility from publicly traded options on our common stock, historical volatility of the price of our common stock and other factors. The expected life of the option is based on observed historical patterns. The expected dividend yield is based on the projected annual dividend payment per share divided by the stock price at the date of grant. This amount is zero in 2018 and 2016 because we did not expect to pay dividends on the dates the 2018 and 2016 stock options were awarded.

The following table summarizes activity for our stock options the year ending December 31, 2018 :



(share data in thousands)	Number of Shares		Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in thousands)
Outstanding at beginning of period	2,478		$	18.28
Granted	445		4.67
Exercised	—		—
Cancelled/expired/forfeited	(877	)	7.99
Rights offering equitable adjustment	2,346		—
Outstanding at end of period	4,392		$	10.54	6.04	$	—
Exercisable at end of period	3,390		$	12.03	5.12	$	—

The aggregate intrinsic value included in the table above represents the total pretax intrinsic value that would have been received by the option holders had all option holders exercised their options on December 31, 2018 . The intrinsic value is calculated as the total number of option shares multiplied by the difference between the closing price of our common stock on the last trading day of the period and the exercise price of the options. This amount changes based on the price of our common stock.

The weighted-average fair value of the stock options granted in the year ended December 31, 2016 was $4.03 .

As of December 31, 2017, the total intrinsic value of stock options exercised was not significant, and was $0.7 million as of December 31, 2016 . The actual tax benefits realized related to the stock options exercised for the year ended December 31, 2017 were not significant and were $0.3 million for the year ended December 31, 2016 .

Restricted stock units

Nonvested restricted stock units activity for the year ending December 31, 2018 was as follows:



(share data in thousands)	Number of Shares		Weighted-Average Grant Date Fair Value
Nonvested at beginning of period	2,227		$	7.63
Granted	216		5.76
Vested	(665	)	12.42
Cancelled/forfeited	(1,528	)	5.45
Rights offering equitable adjustment	683		—
Nonvested at end of period	933		$	5.33

The actual tax benefits realized related to the restricted stock units vested during the year ended December 31, 2018, 2017 and 2016 were $0.6 million , $1.1 million and $2.7 million , respectively.

Performance-based restricted stock units

During 2017 and 2016, we granted certain employees performance-based restricted stock units ("PSUs") under the BW Plan, which include both performance and service conditions. PSU awards vest upon satisfying certain service requirements and financial metrics, including return on invested capital ("ROIC"), cumulative earnings per share ("EPS") and total shareholder return ("TSR"), established by the board of directors. The fair value of the TSR portion of each PSU granted was estimated at the date of grant using a Monte Carlo methodology based on market prices and the following weighted-average assumptions:



	Year Ended December 31,
	2017		2016
Risk-free interest rate	1.54	%	0.96	%
Expected volatility	42	%	25	%
Expected life of the option in years	2.83		2.83
Expected dividend yield	—	%	—	%

PSU activity for the year ending December 31, 2018 was as follows:



(share data in thousands)	Number of Shares		Weighted-Average Grant Date Fair Value
Nonvested at beginning of period	1,135		$	12.75
Granted	—		—
Vested	—		—
Cancelled/forfeited	(618	)	9.36
Rights offering equitable adjustment	402		—
Nonvested at end of period	919		$	9.74

Performance-based, cash settled units

In 2017, we granted certain employees cash-settled performance units under the BW Plan, the value of which is tied to the fair market value of our common stock on the vesting dates, subject to a ceiling of 150% of the grant date share value. The activity for the cash-settled performance units for the year ending December 31, 2018 was as follows:



(share data in thousands)	Number of Shares		Weighted-Average Grant Date Fair Value
Nonvested at beginning of period	1,799		$	4.53
Granted	—		—
Vested	(707	)	3.16
Cancelled/forfeited	(357	)	2.21
Rights offering equitable adjustment	9		—
Nonvested at end of period	744		$	4.73

Stock Appreciation Rights

In December 2018, we granted stock appreciation rights to certain employees ("Employee SARs") and to a non-employee related party, BRPI Executive Consulting, LLC, ("Non-employee SARs"). The Employee SARs and Non-employee SARs both expire ten years after the grant date and primarily vest 100% upon completion after the required years of service. Upon vesting, the Employee SARs and Non-employee SARs may be exercised within ten business days following the end of any calendar quarter during which the volume weighted average share price is greater than the share price goal. Upon exercise of the SARs, holders receive a cash-settled payment equal to the number of SARs that are being exercised multiplied by the difference between the stock price on the date of exercise minus the SARs base price. Employee SARs are issued under the BW Plan, and Non-employee SARs are issued under a Non-employee SARs agreement. The liability method is used to

recognize the accrued compensation expense with cumulatively adjusted revaluations to the then current fair value at each reporting date through final settlement.

We used the following assumptions to determine the fair value of the SARs granted to employees and non-employee in 2018:



	Year Ended December 31, 2018
Risk-free interest rate	2.80	%
Expected volatility	46	%
Expected life in years	9.50
Suboptimal exercise factor	2.0x

In making these assumptions, we based estimated volatility on the historical returns of the Company's stock price and selected guideline companies. We based risk-free rates on the corresponding U.S. Treasury spot rates for the expected duration at the date of grant, which we convert to a continuously compounded rate. We relied upon a suboptimal exercise factor, representing the ratio of the base price to the stock price at the time of exercise, to account for potential early exercise prior to the expiration of the contractual term. With consideration to the executive level of the SARs holders, a suboptimal exercise multiple of 2.0 x was selected. Subject to vesting conditions, should the stock price achieve a value of 2.0 x above the base price, we assume the holders will exercise prior to the expiration of the contractual term of the SARs. The expected term for the SARs is an output of our valuation model in estimating the time period that the SARs are expected to remain unexercised. Our valuation model assumes the holders will exercise their SARs prior to the expiration of the contractual term of the SARs.

The following table presents the changes in our outstanding Employee SARs and Non-employee SARs for the year ending December 31, 2018 and the associated weighted average values:



(share data in thousands)	Number of Employee SARs	Number of Non-Employee SARs	Total Number of SARs	Weighted-Average Value		Weighted Average Exercise Price
Nonvested at beginning of period	—	—	—	$	—	$	—
Granted	2,531	8,435	10,966	0.18		2.34
Vested	—	—	—	—		—
Nonvested at end of period	2,531	8,435	10,966	$	0.18	$	2.34

As of December 31, 2018, the total intrinsic value of the SARs was $2.3 million .

NOTE 10 – PROVISION FOR INCOME TAXES

We are subject to federal income tax in the United States and numerous countries that have statutory tax rates different than the U.S. federal statutory rate of 21%. The most significant of these foreign operations are located in Canada, Denmark, Germany, Italy, Mexico, Sweden and the United Kingdom with effective tax rates ranging between 19% and approximately 30% . We provide for income taxes based on the tax laws and rates in the jurisdictions in which we conduct our operations. These jurisdictions may have regimes of taxation that vary with respect to both nominal rates and the basis on which these rates are applied. Our consolidated effective income tax rate can vary significantly from period to period due to these variations, changes in jurisdictional mix of our income and valuation allowances in certain jurisdictions that can offset income tax expense or benefit.

We are currently under audit by various domestic and international authorities. With few exceptions, we do not have any returns under examination for years prior to 2014. The United States Internal Revenue Service has completed examinations of the federal tax returns of our former parent, BWXT, through 2014, and all matters arising from such examinations have been resolved.

We recognize the effect of income tax positions only if it is more-likely-than-not that those positions will be sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. Unrecognized tax

100

benefits are as follows:



	Year Ended December 31,
(in thousands)	2018			2017			2016
Balance at beginning of period	$	1,204		$	884		$	1,141
Increases based on tax positions taken in the current year	588			277			178
Increases based on tax positions taken in the prior years	51			56			230
Decreases based on tax positions taken in the prior years	—			(13		)	—
Decreases due to settlements with tax authorities	(140		)	—			(665		)
Decreases due to lapse of applicable statute of limitation	(203		)	—			—
Balance at end of period	$	1,500		$	1,204		$	884

Subject to the impact of valuation allowances discussed more fully below, the $1.5 million balance of unrecognized tax benefits at December 31, 2018 would decrease expense if recognized. We do not expect any of our unrecognized income tax benefits to be resolved in the next twelve months. We recognize interest and penalties related to unrecognized tax benefits in our provision for income taxes; however, such amounts are not significant to any period presented.

101

Deferred income taxes reflect the net tax effects of temporary differences between the financial and tax bases of assets and liabilities. Significant components of deferred tax assets and liabilities were as follows:



	Year Ended December 31,
(in thousands)	2018			2017
Deferred tax assets:
Pension liability	$	66,652		$	58,810
Accrued warranty expense	2,943			5,262
Accrued vacation pay	98			996
Accrued liabilities for self-insurance (including postretirement health care benefits)	4,653			3,910
Accrued liabilities for executive and employee incentive compensation	4,473			4,950
Investments in joint ventures and affiliated companies	—			10,422
Long-term contracts	27,623			6,801
Accrued Legal Fees	1,058			1,579
Inventory Reserve	1,595			1,842
Property, plant and equipment	1,200			—
Net operating loss carryforward	143,401			95,715
State tax net operating loss carryforward	21,017			21,658
Capital loss carryforward	3,744			—
Interest disallowance carryforward	21,550			—
Foreign tax credit carryforward	2,535			7,150
Other tax credits	6,642			5,678
Other	10,755			4,980
Total deferred tax assets	319,939			229,753
Valuation allowance for deferred tax assets	(313,094		)	(108,105		)
Net, total deferred tax assets	6,845			121,648

Deferred tax liabilities:
Investments in joint ventures and affiliated companies	30			—
Long-term contracts	—			569
Intangibles	9,595			21,215
Property, plant and equipment	—			2,835
Undistributed foreign earnings	—			1,314
Other	—			2,445
Total deferred tax liabilities	9,625			28,378
Net deferred tax (liabilities) assets	$	(2,780	)	$	93,270

At December 31, 2018, we had a valuation allowance of $313.1 million for deferred tax assets, which we expect may not be realized through carrybacks, future reversals of existing taxable temporary differences and estimates of future taxable income. In the three months ended September 30, 2018, we recognized income tax expense of $94.3 million , which included $99.6 million of non-cash income tax charges to increase the valuation allowance against our remaining net deferred tax assets. Deferred tax assets are evaluated each period to determine whether it is more likely than not that those deferred tax assets will be realized in the future. This evaluation is performed under the framework of ASC 740, Income Taxes, and considers all positive and negative evidence. In our analysis at September 30, 2018, our weighing of positive and negative evidence included an assessment of historical income by jurisdiction adjusted for recent dispositions and other nonrecurring items, as well as an evaluation of other qualitative factors such as the amendments to covenants in our U.S Revolving Credit Facility as described in Note 19 and our current and prior plans to mitigate our liquidity challenges as described in Note 1 . The changes in circumstances in the third quarter of 2018 also included, among other items, the September 2018 sale of PBRRC, which had been generating income in the U.S. In reporting periods prior to the third quarter of 2018, our plans to

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mitigate the liquidity challenges created by losses in the Vølund & Other Renewable segment primarily focused on the non-core asset sales and financing activities described in Note 1 , but in October 2018, our plans to mitigate our liquidity challenges primarily depended upon realizing projected cost savings from our previously announced restructuring actions and achievement of our forecasted cash generation from our core operations. These third quarter 2018 changes in circumstances were reflected in the weight assigned to each piece of evidence considered and resulted in the judgment that a full valuation allowance against our remaining net deferred tax assets should be recorded at September 30, 2018, when we assigned more weight to our liquidity challenges. We continue to have a full valuation allowance against our remaining net deferred tax assets as of December 31, 2018, as our assessment and conclusions remain unchanged from September 30, 2018. We will continue to weigh and assess the positive and negative evidence that exists as of each measurement date and the valuation allowances may be reversed in the future if sufficient positive evidence exists to outweigh the negative evidence. Any reversal of our valuation allowance could be material to the income or loss for the period in which our assessment changes. Valuation allowances do not limit our ability to use deferred tax assets in the future.

The following is an analysis of our valuation allowance for deferred tax assets:



(in thousands)	Beginning balance			Charges to costs and expenses			Charged to other accounts			Ending balance
Year Ended December 31, 2018	$	(108,105	)	$	(204,727	)	$	(262	)	$	(313,094	)
Year Ended December 31, 2017	(40,484		)	(61,021		)	(6,600		)	(108,105		)
Year Ended December 31, 2016	(10,077		)	(29,307		)	(1,100		)	(40,484		)

Loss before the provision for income taxes was as follows:



	Year Ended December 31,
(in thousands)	2018			2017			2016
United States	$	(166,269	)	$	(46,673	)	$	(10,208	)
Other than the United States	(389,532		)	(270,877		)	(109,419		)
Loss before provision for income taxes	$	(555,801	)	$	(317,550	)	$	(119,627	)

The provision for income taxes consisted of:



	Year Ended December 31,
(in thousands)	2018			2017			2016
Current:
United States – federal	$	1,817		$	(239	)	$	284
United States – state and local	(276		)	397			(415		)
Other than in the United States	3,339			8,215			4,504
Total current	4,880			8,373			4,373
Deferred:
United States – Federal	84,203			57,475			7,287
United States – state and local	10,020			2,903			6,353
Other than in the United States	3,121			(5,042		)	(15,307		)
Total deferred (benefit) provision	97,344			55,336			(1,667		)
Provision for income taxes	$	102,224		$	63,709		$	2,706

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The following is a reconciliation of the United States statutory federal tax rate (21%) to the consolidated effective tax rate:



	Year Ended December 31,
	2018		2017		2016
United States federal statutory rate	21.0	%	35.0	%	35.0	%
State and local income taxes	0.5		0.3		(3.1	)
Foreign rate differential	1.3		(9.5	)	(11.8	)
Deferred Taxes - Change in Tax Rate	0.4		(19.6	)	—
Tax credits	(0.7	)	0.9		2.7
Dividends and deemed dividends from affiliates	—		(1.8	)	(0.2	)
Valuation allowances	(36.8	)	(17.7	)	(25.3	)
Goodwill impairment	(1.4	)	(6.9	)	—
Uncertain tax positions	—		—		0.3
Non-deductible expenses	(0.6	)	0.2		(1.6	)
Other	(2.1	)	(1.0	)	1.7
Effective tax rate	(18.4	)%	(20.1	)%	(2.3	)%

We have tax effected foreign net operating loss carryforwards ("NOLs") of $122.9 million available to offset future taxable income in certain foreign jurisdictions. Of these foreign NOLs, $117.8 million do not expire and will be available indefinitely. The remaining foreign NOLs begin to expire in 2020.

At December 31, 2018, we have a tax effected United States federal net operating loss of $20.5 million . $17.8 million of the United States federal net operating loss will begin to expire in 2031 and the balance has an unlimited life. At December 31, 2018, we have foreign tax credit carryovers of $2.5 million . At December 31, 2018, we have tax effected state net operating loss benefits of $21.0 million available to offset future taxable income in various states. Our state net operating loss carryforwards begin to expire in the year 2019.

All deferred tax assets, including NOLs, have also been fully offset by valuation allowances as of September 30, 2018.

It has been our practice to reinvest indefinitely, the earnings of our foreign subsidiaries and that position has not changed as a result of the enactment of the U.S. Tax Cuts and Jobs Act. If we were to distribute earnings from certain foreign subsidiaries, we would be subject to withholding taxes of approximately $2.3 million but U.S. income taxes would generally not be imposed upon such distributions. We have not established deferred taxes for these withholding taxes.

As a result of accumulations of the Company's common stock among several large shareholders and the impact of the 2018 Rights Offering that was completed on April 30, 2018, we continue to monitor for the possibility of an ownership change as defined under Internal Revenue Code ("IRC") Section 382. Under IRC Section 382, a company has undergone an ownership change if shareholders owning at least 5% of the Company have increased their collective holdings by more than 50% during the prior three-year period. Based on information that is publicly available, the Company does not currently believe it has experienced an ownership change. However, a relatively small increase in ownership by any of our shareholders owning at least 5% of the Company could result in an ownership change. To illustrate, if we had experienced an ownership change as of December 31, 2018, the future utilization of our federal NOLs would become limited to approximately $1.7 million annually ( $0.4 million tax effected). The actual determination of the annual Section 382 limitation would be dependent upon the value of the Company multiplied by the long-term tax-exempt rate at the time the ownership change occurred.

New Tax Act

The United States Tax Cuts and Jobs Act (the “Tax Act”) was enacted on December 22, 2017 and introduced significant changes to the United States income tax law. Beginning in 2018, the Tax Act reduced the United States statutory corporate income tax rate from 35% to 21% and created a modified territorial system that will generally allow United States companies a full dividend received deduction for any future dividends from non-U.S. subsidiaries. In addition to the tax rate reduction and changes to the territorial nature of the US tax system, the Tax Act introduced a new limitation on interest deductions, a Foreign Derived Intangible Income (“FDII”) and new minimum tax on foreign sourced income, Global Low Taxed Intangible

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Income (“GILTI”). The Company will account for GILTI as a period cost in the year the tax is incurred. In 2018, we did not report any FDII benefit or GILTI taxes but did incur an interest limitation of approximately $94.8 million . This disallowed interest expense will be available for carryforward and is not subject to expiration but can only be used in a future year when the net interest expense for that period (including carryforward amounts) exceeds the relevant annual limitation.

In connection with the transition to a modified territorial system, the Tax Act also established a mandatory one-time deemed repatriation transition tax on deferred foreign earnings.

The SEC staff issued Staff Accounting Bulletin ("SAB 118"), which provided guidance on accounting for the tax effects of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under Accounting Standards Codification 740 ("ASC 740"). In accordance with SAB 118, we made reasonable estimates of the effects of the Tax Act and recorded provisional amounts in our financial statements as of December 31, 2017. We completed our accounting related to these items as described in SAB 118, with no changes to the provisional amounts recorded in 2017. The 2018 effective tax rate reconciliation reflects the corporate rate reductions enacted by the Tax Act.

Deferred tax effects

At December 31, 2017, we remeasured our deferred taxes and recorded a deferred tax expense of $62.4 million . The fourth quarter 2017 amount consisted of an expense for the corporate rate reduction of $54.4 million , expense of $0.8 million based on a change in our deferred taxes related to executive compensation and an expense of $7.2 million to record a valuation allowance on foreign tax credit carryforwards.

One-time transition tax

The Deemed Repatriation Transition Tax (Transition Tax) is a tax on previously untaxed accumulated earnings and profits (E&P) of certain of our foreign subsidiaries. To determine the amount of the Transition Tax, we determined, in addition to other factors, the amount of post-1986 E&P of the relevant subsidiaries, as well as the amount of non-United States income taxes paid on such earnings. Because we had estimated an E&P deficit, we did not record a Transition Tax at December 31, 2017 and as stated above, we completed our analysis and did not revise that estimate as of December 31, 2018.

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NOTE 11 – COMPREHENSIVE INCOME

Gains and losses deferred in accumulated other comprehensive income (loss) ("AOCI") are reclassified and recognized in the Consolidated Statements of Operations once they are realized. The changes in the components of AOCI, net of tax, for the years ended December 31, 2018, 2017 and 2016 were as follows:



(in thousands)	Currency translation gain (loss)			Net unrealized gain (loss) on investments (net of tax)			Net unrealized gain (loss) on derivative instruments			Net unrecognized gain (loss) related to benefit plans (net of tax)			Total
Balance at December 31, 2015	$	(19,493	)	$	(44	)	$	1,786		$	(1,102	)	$	(18,853	)
Other comprehensive income (loss) before reclassifications	(24,494		)	7			2,046			7,692			(14,749		)
Reclassified from AOCI to net income (loss)	—			—			(3,030		)	150			(2,880		)
Net other comprehensive income (loss)	(24,494		)	7			(984		)	7,842			(17,629		)
Balance at December 31, 2016	$	(43,987	)	$	(37	)	$	802		$	6,740		$	(36,482	)
Other comprehensive income (loss) before reclassifications	16,150			99			3,204			(152		)	19,301
Reclassified from AOCI to net income (loss)	—			(24		)	(2,269		)	(2,955		)	(5,248		)
Net other comprehensive income (loss)	16,150			75			935			(3,107		)	14,053
Balance at December 31, 2017	$	(27,837	)	$	38		$	1,737		$	3,633		$	(22,429	)
ASU 2016-1 cumulative adjustment ⁽¹⁾	—			(38		)	—			—			(38		)
Other comprehensive income (loss) before reclassifications	16,452			—			890			(22		)	17,320
Reclassified from AOCI to net income (loss)	551			—			(1,265		)	(2,740		)	(3,454		)
Amounts reclassified from AOCI to pension and other accumulated postretirement benefit liabilities and deferred income taxes ⁽²⁾	—			—			—			(2,831		)	(2,831		)
Net other comprehensive income (loss)	17,003			(38		)	(375		)	(5,593		)	10,997
Balance at December 31, 2018	$	(10,834	)	$	—		$	1,362		$	(1,960	)	$	(11,432	)

⁽¹⁾ ASU 2016-1, Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities, requires investments to be measured at fair value through earnings each reporting period as opposed to changes in fair value being reported in other comprehensive income. The standard is effective as of January 1, 2018 and requires application by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption.

⁽²⁾ Includes the reclassification of the unamortized balance of the curtailment gain, net of tax as described in Note 18 .

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The amounts reclassified out of AOCI by component and the affected Consolidated Statements of Operations line items are as follows (in thousands):



AOCI component	Line items in the Consolidated Statements of Operations affected by reclassifications from AOCI	Year Ended December 31,
AOCI component		2018			2017			2016
Release of currency translation gain with the sale of equity method investment	Equity in income and impairment of investees	$	(551	)	$	—		$	—
	Provision for income taxes				—			—
	Net loss	$	(551	)	$	—		$	—

Derivative financial instruments	Revenues	$	1,638		$	10,059		$	4,624
	Cost of operations	(15		)	(118		)	195
	Other-net	—			(7,438		)	(1,221		)
	Total before tax	1,623			2,503			3,598
	Provision (benefit) for income taxes	358			234			568
	Net income	$	1,265		$	2,269		$	3,030

Amortization of prior service cost on benefit obligations	Benefit plans, net	$	3,002		$	2,912		$	254
	Provision (benefit) for income taxes	262			(43		)	404
	Net income (loss)	$	2,740		$	2,955		$	(150	)

Realized gain on investments	Other-net	$	—		$	38		$	—
	Provision for income taxes	—			14			—
	Net income	$	—		$	24		$	—

NOTE 12 – INVENTORIES

The components of inventories are as follows:



	Year Ended December 31,
(in thousands)	2018		2017
Raw materials and supplies	$	44,833	$	54,291
Work in progress	5,348		6,918
Finished goods	11,142		11,708
Total inventories	$	61,323	$	72,917

NOTE 13 – EQUITY METHOD INVESTMENTS

As of December 31, 2018, we do not have any remaining investments in equity method investees. During the first quarter of 2018, we sold our interest in BWBC to our joint venture partner in China for approximately $21.1 million , resulting in a gain of approximately $6.5 million , which was classified in equity income of investees in the Consolidated Statement of Operations. Proceeds from this sale, net of $1.3 million of withholding tax, were $19.8 million . Our former equity method investment in BWBC had a manufacturing facility that designed, manufactured, produced and sold various power plant and industrial boilers, primarily in China.

In July 2018, we completed the sale of our investment in TBWES together with the settlement of related contractual claims and received $15.0 million in cash, of which $7.7 million related to our investment in TBWES and $7.3 million of proceeds were used to pay outstanding claims. In July 2018, the AOCI related to cumulative currency translation loss from our

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investment in TBWES of $2.6 million was also recognized as a loss and is included in foreign exchange with other income (expense) in our consolidated statement of operations. TBWES had a manufacturing facility that produced boiler parts and equipment intended primarily for new build coal boiler contracts in India. During the second quarter of 2017, both we and our joint venture partner decided to make a strategic change in the Indian joint venture due to the decline in forecasted market opportunities in India, at which time we recorded in an $18.2 million other-than-temporary-impairment to the expected recoverable value of our investment in the joint venture. During the first quarter of 2018, based on a preliminary agreement to sell our investment in TBWES, we recognized an additional $18.4 million other-than-temporary-impairment. The impairment charge was based on the difference in the carrying value of our investment in TBWES and the preliminary sale price. These other-than-temporary-impairment losses were classified in equity income of investees in the Consolidated Statements of Operations.

On December 22, 2016, we sold all of our interest in our former Australian joint venture, Halley & Mellowes Pty. Ltd. ("HMA") for $18.0 million . The sale of HMA resulted in an $8.3 million gain, which was classified in equity income of investees in the Consolidated Statement of Operations.

The undistributed earnings of our equity method investees were $7.9 million and $59.6 million at December 31, 2017 and 2016, respectively. Summarized below is consolidated balance sheet and statement of operations information for investments accounted for under the equity method:



	December 31,
(in thousands)	2017
Current assets	$	322,956
Noncurrent assets	137,081
Total assets	$	460,037
Current liabilities	$	342,178
Noncurrent liabilities	24,474
Owners' equity	93,385
Total liabilities and equity	$	460,037



	Year Ended December 31,
(in thousands)	2017			2016
Revenues	$	346,459		$	488,101
Gross profit	32,682			76,986

(Loss) income before provision for income taxes	(10,626		)	19,529
Provision for income taxes	1,907			3,715
Net (loss) income	$	(12,533	)	$	15,814

The provision for income taxes is based on the tax laws and rates in the countries in which our investees operate. The taxation regimes vary not only by their nominal rates, but also by allowable deductions, credits and other benefits. For some of our United States investees, United States income taxes are the responsibility of the respective owners, which is primarily the reason for the provision for income taxes being low in relation to income before provision for income taxes.

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Reconciliation of net income in the statement of operations of our investees to equity in income of investees in our Consolidated Statements of Operations is as follows:



	Year Ended December 31,
(in thousands)	2018			2017			2016
Equity income based on stated ownership percentages	$	250		$	7,530		$	7,898
TBWES other-than-temporary impairment	(18,362		)	(18,193		)	—
Gain on sale of our interest in BWBC	6,509			—			—
Gain on sale of our interest in HMA	—			—			8,324
All other adjustments due to amortization of basis differences, timing of GAAP adjustments and other adjustments	—			796			218
Equity in income (loss) of investees	$	(11,603	)	$	(9,867	)	$	16,440

Our transactions with unconsolidated affiliates were as follows:



	Year Ended December 31,
(in thousands)	2018		2017		2016
Sales to	$	—	$	7,143	$	17,220
Purchases from	—		12,470		32,490
Dividends received ⁽¹⁾	890		50,134		12,160
Capital contributions ⁽²⁾	—		—		26,256

⁽¹⁾ includes $48.1 million , $6.0 million in dividends received from BWBC in 2017 and 2016, respectively, before taxes.

⁽²⁾ includes a $26.3 million contribution we made in April 2016 to increase our ownership interest in TBWES for the purpose of extinguishing the joint venture's high-interest third-party debt and avoiding the associated future interest cost (our joint venture partner contributed the same amount to TBWES).

Our accounts receivable-other includes receivables from these unconsolidated affiliates of $5.8 million at December 31, 2017.

NOTE 14 - GOODWILL

The following summarizes the changes in the carrying amount of goodwill as of December 31, 2018:



(in thousands)	Babcock & Wilcox			Vølund & Other Renewable			SPIG			Total
Balance at December 31, 2016 ^{(1) (2)}	$	46,220		$	48,435		$	68,432		$	163,087
Currency translation adjustments	1,150			1,530			6,814			9,494
2017 impairment charges	—			(49,965		)	(36,938		)	(86,903		)
Balance at December 31, 2017 ^{(1) (2)}	$	47,370		$	—		$	38,308		$	85,678
Currency translation adjustments	(262		)	—			(768		)	(1,030		)
2018 impairment charges	—			—			(37,540		)	(37,540		)
Balance at December 31, 2018 ⁽²⁾	$	47,108		$	—		$	—		$	47,108

⁽¹⁾ Goodwill for MEGTEC and Universal are included in noncurrent assets of discontinued operations. See Note 4 .

⁽²⁾ Accumulated goodwill impairments were $50.0 million for the Vølund & Other Renewable segment as of December 31, 2017 and $74.4 million and $36.9 million for the SPIG segment as of December 31, 2018 and December 31, 2017, respectively. Prior to December 31, 2016, we had not recorded any goodwill impairment charges.

In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment (ASU 2017-04) . The standard simplifies the subsequent measurement of goodwill by removing the requirement to perform a hypothetical purchase price allocation to compute the implied fair value of goodwill to measure impairment. Instead, goodwill impairment is measured as the difference between the fair value of the reporting unit and the carrying value of the reporting unit. The standard also clarifies the treatment of the income tax effect of tax-deductible goodwill when measuring goodwill impairment loss. We early adopted ASU 2017-04 on April 1, 2018, effective the first day of our 2018 second quarter.

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Goodwill is tested for impairment annually and when impairment indicators exist. Interim impairment testing as of June 30, 2018 was performed for the SPIG reporting unit due to lower bookings in the second quarter of 2018 than previously forecasted, which resulted in a reduction in the forecast for the reporting unit. In this test, we compared the fair value of the reporting unit to its carrying value to measure goodwill impairment loss as required by ASU 2017-04. Fair value was determined using the combination of a discounted cash flow method (income approach) and the guideline public company method (market comparable approach), weighted equally in determining the fair value. The market comparable approach estimates fair value using market multiples of various financial measures compared to a set of comparable public companies. Key Level 3 unobservable inputs in our valuation included cash flows and long-term growth rates reflective of management's forecasted outlook, and discount rates inclusive of risk adjustments consistent with current market conditions. A discount rate of 14.5% was used, which is based on the weighted average cost of capital using guideline public company data, factoring in current market data and company-specific risk factors. As a result of the impairment test, we recognized a $37.5 million impairment of goodwill in the SPIG reporting unit at June 30, 2018. After the impairment, the SPIG reporting unit did not have any remaining goodwill.

During the third quarter of 2018, we established a full valuation allowance on the majority of its U.S. deferred tax assets. Substantially all of those U.S. deferred tax assets related to the Babcock & Wilcox reporting unit such that the establishment of the valuation allowance reduced the carrying value of the Babcock & Wilcox reporting unit to a negative amount. Within the Babcock & Wilcox segment, $38.3 million of goodwill was allocated to the Babcock & Wilcox reporting unit that had a negative carrying value as of September 30, 2018. An analysis was performed as of September 30, 2018 noting no indicators of impairment for this reporting unit.

During the annual impairment analysis as of October 1, 2018, which was performed in a manner consistent with the methodology described above, the fair value of the Babcock & Wilcox and Construction reporting units exceeded their carrying value and no impairment of goodwill was recognized. The discount rates used in this analysis were 14.5% and 14.0% for the Babcock & Wilcox and Construction reporting units, respectively, which were the only reporting units with goodwill balances remaining as of the analysis date. Reasonable changes in assumptions for our Babcock & Wilcox and Construction reporting units also would not indicate impairment because of the positive fair value of the Babcock & Wilcox reporting unit compared with its negative carrying value and the 118% headroom indicated by the test for the Construction reporting unit.

Interim impairment testing as of December 31, 2018 was performed for all reporting units due to significant decrease in the Company's market capitalization during the quarter. This analysis was performed in a manner consistent with the methodology described above and the results demonstrated that the fair value of the Babcock & Wilcox and Construction reporting units exceeded their carrying value and no impairment of goodwill was recognized. The discount rates used in this analysis were 12.5% and 13.0% for the Babcock & Wilcox and Construction reporting units, respectively, which were the only reporting units with goodwill balances remaining as of the analysis date. Reasonable changes in assumptions for our Babcock & Wilcox and Construction reporting unit also would not indicate impairment because of the positive fair value of the Babcock & Wilcox reporting unit compared with its negative carrying value and the 98% headroom indicated by the test for the Construction reporting unit.

In the third quarter of 2017, we completed an interim impairment test that was performed in a manner consistent with the methodology described above and recorded $50.0 million of impairment charges in the Vølund & Other Renewable reporting unit due to significant charges incurred that attributed to a significant decline in our market capitalization in the third quarter of 2017. Also, as a result of our analysis in the third quarter of 2017, our SPIG reporting unit recorded a $36.9 million impairment charge due to a short-term decrease in profitability attributable to specific, then-current contracts and changes in SPIG's market strategy introduced during the third quarter of 2017.

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NOTE 15 – INTANGIBLE ASSETS

Our intangible assets are as follows:



	Year Ended December 31,
(in thousands)	2018			2017
Definite-lived intangible assets ⁽¹⁾
Customer relationships	$	24,764		$	25,494
Unpatented technology	15,098			12,910
Patented technology	2,616			6,542
Tradename	12,566			13,951
Backlog	17,760			18,060
All other	9,728			7,611
Gross value of definite-lived intangible assets	82,532			84,568
Customer relationships amortization	(17,219		)	(12,455		)
Unpatented technology amortization	(3,760		)	(2,184		)
Patented technology amortization	(2,348		)	(2,213		)
Tradename amortization	(3,672		)	(3,042		)
Acquired backlog amortization	(17,760		)	(16,622		)
All other amortization	(8,285		)	(7,292		)
Accumulated amortization	(53,044		)	(43,808		)
Net definite-lived intangible assets	$	29,488		$	40,760
Indefinite-lived intangible assets
Trademarks and trade names	$	1,305		$	1,305
Total intangible assets, net	$	30,793		$	42,065

⁽¹⁾ Intangible assets for MEGTEC and Universal are included in noncurrent assets of discontinued operations. See Note 4 .

The following summarizes the changes in the carrying amount of intangible assets:



	Year Ended December 31,
(in thousands)	2018			2017			2016
Balance at beginning of period	$	42,065		$	48,622		$	11,293
Business acquisitions & adjustments	—			—			55,438
Amortization expense	(6,715		)	(11,049		)	(15,789		)
Impairment expense	(2,521		)	—			—
Currency translation adjustments and other	(2,036		)	4,492			(2,320		)
Balance at end of the period	$	30,793		$	42,065		$	48,622

Amortization of intangible assets is included in cost of operations and SG&A in our Consolidated Statement of Operations, but it is not allocated to segment results.

Long-lived assets, including intangible assets, are reviewed for impairment annually, or 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 for the SPIG reporting unit. In our tests as of June 30, 2018 and September 30, 2017, as well as our annual test as of October 1, 2018, 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 the fourth quarter of 2018, a strategic decision was made to exit certain geographies of the SPIG segment, and as a result, $2.5 million of the customer relationship and other intangible assets related to these geographies were impaired. As of December 31, 2018, and December 31, 2017, the SPIG reporting unit had $25.0 million and $32.7 million of identifiable intangible assets, net of accumulated amortization, respectively.

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As of December 31, 2018, the Vølund asset group unit had $2.0 million of identifiable intangible assets, net of accumulated amortization. In our annual impairment test as of October 1, 2018 and interim test as of December 31, 2018, the sum of the undiscounted cash flows and the residual value of the primary assets exceeded the carrying value of the Vølund asset group and no impairment was indicated.

Estimated future intangible asset amortization expense is as follows (in thousands):



Year ending	Amortization expense
December 31, 2019	4,226
December 31, 2020	3,523
December 31, 2021	3,303
December 31, 2022	3,225
December 31, 2023	3,216
Thereafter	11,995

NOTE 16 – PROPERTY, PLANT & EQUIPMENT

Property, plant and equipment less accumulated depreciation is as follows:



	Year Ended December 31,
(in thousands)	2018		2017
Land	$	3,575	$	3,631
Buildings	106,238		107,944
Machinery and equipment	181,825		205,331
Property under construction	2,290		5,979
	293,928		322,885
Less accumulated depreciation	203,036		208,178
Net property, plant and equipment	$	90,892	$	114,707

In September 2018, we relocated our corporate headquarters to Barberton, Ohio from Charlotte, North Carolina. At the same time, we announced that we would consolidate most of our Barberton and Copley, Ohio operations into new, leased office space in Akron, Ohio in approximately the third quarter of 2019. We do not expect to incur significant relocation costs; however, we expect $7.0 million of accelerated depreciation to be recognized through mid-2019, of which $2.9 million was recognized in the year ended December 31, 2018.

NOTE 17 – WARRANTY EXPENSE

We may offer assurance type warranties on products and services we sell. Changes in the carrying amount of our accrued warranty expense are as follows:



	Year Ended December 31,
(in thousands)	2018			2017			2016
Balance at beginning of period	$	33,514		$	36,520		$	35,819
Additions	33,095			22,373			22,117
Expirations and other changes	(5,963		)	(13,805		)	(10,531		)
Increases attributable to business combinations	—			—			918
Payments	(14,151		)	(13,622		)	(11,089		)
Translation and other	(1,378		)	2,048			(714		)
Balance at end of period	$	45,117		$	33,514		$	36,520

We accrue estimated expense included in cost of operations to satisfy contractual warranty requirements when we recognize the associated revenues on the related contracts, or in the case of a loss contract, the full amount of the estimated warranty costs is accrued when the contract becomes a loss contract. In addition, we record specific provisions or reductions where we

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expect the actual warranty costs to significantly differ from the accrued estimates. Such changes could have a material effect on our consolidated financial condition, results of operations and cash flows.

Warranty expense in the year ended December 31, 2018 includes a $14.2 million increase in expected warranty costs for the six European Vølund loss contracts based on experience from the startup and commissioning activities in the second quarter of 2018. The Babcock & Wilcox segment recorded additions to the warranty accrual to include specific provisions on industrial steam contracts totaling $4.3 million , $7.9 million and $2.1 million during the years ended December 31, 2018, 2017 and 2016, respectively. During the years ended December 31, 2018, 2017 and 2016, our Babcock & Wilcox segment reduced its accrued warranty expense by $4.5 million , $9.1 million and $4.4 million , respectively, to reflect the expiration of warranties and updated its estimated warranty accrual rate to reflect its warranty claims experience and contractual warranty obligations.

NOTE 18 – PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS

We have historically provided defined benefit retirement benefits to domestic employees under the Retirement Plan for Employees of Babcock & Wilcox Commercial Operations (the "U.S. Plan"), a noncontributory plan. As of 2006, the U.S. Plan was closed to new salaried plan entrants. Effective December 31, 2015, benefit accruals for those salaried employees covered by, and continuing to accrue service and salary adjusted benefits under the U.S. Plan ceased. As of December 31, 2018, and 2017, only approximately 100 hourly union employees continue to accrue benefits under the U.S. Plan.

Effective January 1, 2012, a defined contribution component was adopted applicable to Babcock & Wilcox Canada, Ltd. (the "Canadian Plans"). Any employee with less than two years of continuous service as of December 31, 2011 was required to enroll in the defined contribution component of the Canadian Plans as of January 1, 2012 or upon the completion of 6 months of continuous service, whichever is later. These and future employees will not be eligible to enroll in the defined benefit component of the Canadian Plans. In 2014, benefit accruals under certain hourly Canadian pension plans were ceased with an effective date of January 1, 2015. As part of the spin-off transaction, we split the Canadian defined benefit plans from BWXT, which was completed in 2017. We did not present these plans as multi-employer plans because our portion was separately identifiable, and we were able to assess the assets, liabilities and periodic expense in the same manner as if it were a separate plan in each period.

We also sponsor the Diamond Power Specialty Limited Retirement Benefits Plan (the "U.K. Plan") through our subsidiary. Benefit accruals under this plan ceased effective November 30, 2015. We have accounted for the GMP equalization following the U.K. High Court ruling during the fourth quarter of 2018 by recording prior service cost in accumulated other comprehensive income that will be amortized through net periodic pension cost over 15 years .

We do not provide retirement benefits to certain non-resident alien employees of foreign subsidiaries. Retirement benefits for salaried employees who accrue benefits in a defined benefit plan are based on final average compensation and years of service, while benefits for hourly paid employees are based on a flat benefit rate and years of service. Our funding policy is to fund the plans as recommended by the respective plan actuaries and in accordance with the Employee Retirement Income Security Act of 1974, as amended, or other applicable law. Funding provisions under the Pension Protection Act accelerate funding requirements to ensure full funding of benefits accrued.

We make available other benefits which include postretirement health care and life insurance benefits to certain salaried and union retirees based on their union contracts, and on a limited basis, to future retirees.

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Obligations and funded status



	Pension Benefits Year Ended December 31,						Other Postretirement Benefits Year Ended December 31,
(in thousands)	2018			2017			2018			2017
Change in benefit obligation:
Benefit obligation at beginning of period	$	1,248,529		$	1,206,320		$	11,029		$	11,907
Service cost	729			687			16			15
Interest cost	40,411			41,014			427			319
Plan participants’ contributions	—			—			210			219
Curtailments	3,517			—			—			—
Settlements	57			509			—			—
Amendments	743			—			5,248			—
Actuarial loss (gain)	(66,326		)	73,405			(1,296		)	(141		)
Loss (gain) due to transfer	(1,142		)	—			—			—
Foreign currency exchange rate changes	(4,689		)	5,475			(142		)	126
Benefits paid	(81,702		)	(78,881		)	(1,473		)	(1,416		)
Benefit obligation at end of period	$	1,140,127		$	1,248,529		$	14,019		$	11,029
Change in plan assets:
Fair value of plan assets at beginning of period	$	1,007,002		$	922,868		$	—		$	—
Actual return on plan assets	(67,691		)	149,449			—			—
Employer contribution	20,059			17,234			1,263			1,197
Plan participants' contributions	—			—			210			219
Transfers	(1,121		)	—			—			—
Foreign currency exchange rate changes	(4,622		)	(3,668		)	—			—
Benefits paid	(81,702		)	(78,881		)	(1,473		)	(1,416		)
Fair value of plan assets at the end of period	871,925			1,007,002			—			—
Funded status	$	(268,202	)	$	(241,527	)	$	(14,019	)	$	(11,029	)
Amounts recognized in the balance sheet consist of:
Accrued employee benefits	$	(1,165	)	$	(1,853	)	$	(1,985	)	$	(1,615	)
Accumulated postretirement benefit obligation	—			—			(12,034		)	(9,414		)
Pension liability	(269,613		)	(239,674		)	—			—
Prepaid pension	2,576			—			—			—
Accrued benefit liability, net	$	(268,202	)	$	(241,527	)	$	(14,019	)	$	(11,029	)
Amount recognized in accumulated comprehensive income (before taxes):
Prior service cost (credit)	$	943		$	324		$	(195	)	$	(7,792	)
Supplemental information:
Plans with accumulated benefit obligation in excess of plan assets
Projected benefit obligation	$	1,083,965		$	1,248,529		$	—		$	—
Accumulated benefit obligation	$	1,083,965		$	1,266,902		$	14,019		$	11,029
Fair value of plan assets	$	813,187		$	1,007,002		$	—		$	—
Plans with plan assets in excess of accumulated benefit obligation
Projected benefit obligation	$	56,162		$	—		$	—		$	—
Accumulated benefit obligation	$	56,162		$	—		$	—		$	—
Fair value of plan assets	$	58,738		$	—		$	—		$	—

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Components of net periodic benefit cost (benefit) included in net income (loss) are as follows:



	Pension Benefits									Other Benefits
	Year Ended December 31,									Year Ended December 31,
(in thousands)	2018			2017			2016			2018			2017			2016
Interest cost	$	40,411		$	41,014		$	40,784		$	427		$	319		$	897
Expected return on plan assets	(63,964		)	(59,409		)	(61,940		)	—			—			—
Amortization of prior service cost	124			103			250			(2,349		)	(3,009		)	—
Recognized net actuarial loss (gain)	68,771			(8,201		)	31,982			(1,297		)	(505		)	(7,822		)
Benefit plans, net	45,342			(26,493		)	11,076			(3,219		)	(3,195		)	(6,925		)
Service cost included in COS	729			687			1,595			16			15			23
Net periodic benefit cost (benefit)	$	46,071		$	(25,806	)	$	12,671		$	(3,203	)	$	(3,180	)	$	(6,902	)

Recognized net actuarial loss (gain) consists primarily of our reported actuarial loss (gain), curtailments, settlements, and the difference between the actual return on plan assets and the expected return on plan assets. Total net MTM adjustments for our pension and other postretirement benefit plans were losses (gains) of $67.5 million , $(8.7) million and $24.2 million in the years ended, December 31, 2018, 2017 and 2016, respectively. We have excluded the recognized net actuarial loss from our reportable segments and such amount has been reflected in Note 6 as the MTM adjustment in the reconciliation of reportable segment income (loss) to consolidated operating losses. The recognized net actuarial loss (gain) was recorded in "Benefit plans, net" in our Consolidated Statements of Operations.

While we retained the pension liability related to employees of PBRRC after the September 2018 sale of this business, the status change of these participants in the U.S. Plan resulted in a $3.5 million curtailment loss in the three months ended September 30, 2018, which also triggered an interim MTM of the U.S. Plan assets and liabilities that was a gain of $7.7 million in the three months ended September 30, 2018. Both the curtailment and the MTM are reflected in the "Recognized net actuarial loss (gain) " in the table above and are included in our Consolidated Statements of Operations in the "Benefit plans, net" line item .

During the three months ended June 30, 2018 and March 31, 2017, lump sum payments from our Canadian Plans resulted in a plan settlement gain of $0.1 million and a plan settlement loss of $0.4 million , respectively. Both settlements also triggered an interim MTM of the Canadian Plans assets and liabilities that was a gain of $0.4 million and a loss of $0.7 million in the three months ended June 30, 2018 and March 31, 2017, respectively. Both the settlement and the MTM gains/losses are reflected in the "Recognized net actuarial loss (gain) " in the table above and are included in our Consolidated Statements of Operations in the "Benefit plans, net" line item.

We terminated the Babcock & Wilcox Retiree Medical Plan (the "Retiree Medical Plan") effective December 31, 2016. The Retiree Medical Plan was originally established to provide secondary medical insurance coverage for retirees that had reached the age of 65 , up to a lifetime maximum cost. In exchange for terminating the Retiree Medical Plan, the participants had the option to enroll in a third-party health care exchange, to which the Company agreed to contribute up to $750 a year for each of the next three years (beginning in 2017) to a health reimbursement account ("HRA"), provided the plan participant had not yet reached their lifetime maximum under the terminated Retiree Medical Plan. Based on the number of participants who enrolled in the new benefit plan, we recognized a curtailment gain of $10.8 million on December 31, 2016 for the actuarially determined difference in the liability for these participants in the Retiree Medical Plan and the new plan. The curtailment gain was deferred in accumulated other comprehensive income and was being recognized as income through 2020. Participants in the Retiree Medical Plan filed a class action lawsuit against the Company in 2017 asserting that the change in health care coverage breached the Company's obligations under collective bargaining agreements. In April 2018, the court approved a settlement whereby the Company will contribute $1,000 a year for 2018 and 2019, and $1,100 a year thereafter for the life of a participant to an HRA. As a result of the settlement, the revised Retiree Medical Plan was actuarially remeasured as of April 1, 2018. The unamortized balance of the curtailment gain of $5.2 million and the related deferred tax of $1.3 million was reversed from AOCI and we recorded $5.2 million in other accumulated postretirement benefit liabilities for the actuarial value of the Retiree Medical Plan.

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Assumptions



	Pension Benefits		Other Benefits
	Year Ended December 31,		Year Ended December 31,
	2018	2017	2018	2017
Weighted average assumptions used to determine net periodic benefit obligations:
Comparative single equivalent discount rate	4.26%	3.65%	4.02%	3.33%
Rate of compensation increase	0.07%	0.10%	—	—
Weighted average assumptions used to determine net periodic benefit cost:
Comparative single equivalent discount rate	3.65%	4.11%	4.02%	3.33%
Expected return on plan assets	6.66%	6.64%	—%	—%
Rate of compensation increase	0.07%	0.10%	—%	—%

The expected rate of return on plan assets is based on the long-term expected returns for the investment mix of assets currently in the portfolio. In setting this rate, we use a building-block approach. Historic real return trends for the various asset classes in the plan's portfolio are combined with anticipated future market conditions to estimate the real rate of return for each asset class. These rates are then adjusted for anticipated future inflation to determine estimated nominal rates of return for each asset class. The expected rate of return on plan assets is determined to be the weighted average of the nominal returns based on the weightings of the asset classes within the total asset portfolio. We use an expected return on plan assets assumption of 6.89% for the majority of our pension plan assets (approximately 93% of our total pension assets at December 31, 2018).

Investment goals

The overall investment strategy of the pension trusts is to achieve long-term growth of principal, while avoiding excessive risk and to minimize the probability of loss of principal over the long term. The specific investment goals that have been set for the pension trusts in the aggregate are (1) to ensure that plan liabilities are met when due and (2) to achieve an investment return on trust assets consistent with a reasonable level of risk.

Allocations to each asset class for both domestic and foreign plans are reviewed periodically and rebalanced, if appropriate, to assure the continued relevance of the goals, objectives and strategies. The pension trusts for both our domestic and foreign plans employ a professional investment advisor and a number of professional investment managers whose individual benchmarks are, in the aggregate, consistent with the plans' overall investment objectives. The goals of each investment manager are (1) to meet (in the case of passive accounts) or exceed (for actively managed accounts) the benchmark selected and agreed upon by the manager and the trust and (2) to display an overall level of risk in its portfolio that is consistent with the risk associated with the agreed upon benchmark.

The investment performance of total portfolios, as well as asset class components, is periodically measured against commonly accepted benchmarks, including the individual investment manager benchmarks. In evaluating investment manager performance, consideration is also given to personnel, strategy, research capabilities, organizational and business matters, adherence to discipline and other qualitative factors that may impact the ability to achieve desired investment results.

Domestic plans: We sponsor the U.S. Plan, which is a domestic defined benefit plan. The assets of this plan are held by the Trustee in The Babcock & Wilcox Company Master Trust (the "Master Trust"). For the years ended December 31, 2018 and 2017, the investment return on domestic plan assets of the Master Trust (net of deductions for management fees) was approximately (7)% and 17% , respectively.

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The following is a summary of the asset allocations for the Master Trust by asset category:



	Year Ended December 31,
	2018		2017
Asset Category:
Fixed Income (excluding United States Government Securities)	33	%	33	%
Commingled and Mutual Funds	41	%	41	%
United States Government Securities	25	%	21	%
Equity Securities	—	%	3	%
Derivatives	—	%	1	%
Other	1	%	1	%

The target asset allocation for the Master Trust is 55% fixed income and 45% equities. We routinely reassess the target asset allocation with a goal of better aligning the timing of expected cash flows from those assets to the anticipated timing of benefit payments.

Foreign plans: We sponsor various plans through certain of our foreign subsidiaries. These plans are the Canadian Plans and the U.K. Plan. The combined weighted average asset allocations of these plans by asset category were as follows:



	Year Ended December 31,
	2018		2017
Asset Category:
Equity Securities and Commingled Mutual Funds	41	%	41	%
Fixed Income	58	%	58	%
Other	1	%	1	%

The target allocation for 2018 for the foreign plans, by asset class, is as follows:



	Canadian Plans		U.K. Plan
Asset Class:
United States Equity	27	%	10	%
Global Equity	23	%	12	%
Fixed Income	50	%	78	%

Fair value of plan assets

See Note 25 for a detailed description of fair value measurements and the hierarchy established for valuation inputs. The following is a summary of total investments for our plans measured at fair value:



	Year Ended December 31,
(in thousands)	2018		Level 1		Level 2
Fixed income	$	304,961	$	—	$	304,961
Equities	—		—		—
Commingled and mutual funds	359,126		—		359,126
United States government securities	198,017		198,017		—
Cash and accrued items	9,821		9,816		5
Total pension and other postretirement benefit assets	$	871,925	$	207,833	$	664,092

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	Year Ended December 31,
(in thousands)	2017		Level 1		Level 2
Fixed income	$	352,484	$	—	$	352,484
Equities	33,525		33,525		—
Commingled and mutual funds	413,166		—		413,166
United States government securities	193,249		193,249		—
Cash and accrued items	14,578		12,585		1,993
Total pension and other postretirement benefit assets	$	1,007,002	$	239,359	$	767,643

Expected cash flows



	Domestic Plans				Foreign Plans
(in thousands)	Pension Benefits		Other Benefits		Pension Benefits ¹		Other Benefits
Expected employer contributions to trusts of defined benefit plans:
2019 ⁽¹⁾	$	2,201	$	1,900	$	1,768	$	157
Expected benefit payments ⁽²⁾ :
2019	$	75,753	$	1,857	$	2,641	$	157
2020	75,756		1,554		2,712		159
2021	75,412		1,434		3,008		153
2022	75,045		1,318		2,792		137
2023	74,631		1,206		2,802		131
2024-2028	357,776		4,510		15,687		533

⁽¹⁾

Expected employer contributions to the U.S. Plan assume that relief under pension contribution waivers that were filed with the IRS in January 2019, which would defer minimum pension contributions for approximately one year to then be repaid over a five-year period. If the temporary hardship waivers are not fully granted, required employer contributions in 2019 could increase up to approximately $15 million in 2019.


⁽²⁾	Pension benefit payments are made from their respective plan's trust.

Defined contribution plans

We provide benefits under The B&W Thrift Plan (the "Thrift Plan"). The Thrift Plan generally provides for matching employer contributions of 50% of the first 8% of the participants compensation. These matching employer contributions are typically made in cash. Amounts charged to expense for employer contributions under the Thrift Plan totaled approximately $9.5 million , $14.4 million and $13.4 million in the years ended December 31, 2018, 2017 and 2016, respectively.

Effective December 31, 2016, we merged the SPIG 401(k) defined contribution plans into the Thrift Plan. The SPIG 401(k) plan contributions were made in cash and were not material to our Consolidated Financial Statements in 2016.

Also, our salaried Canadian employees are provided with a defined contribution plan. As of and in the periods following January 1, 2012, we made cash, service-based contributions under this arrangement. The amount charged to expense for employer contributions was approximately $0.3 million , $0.3 million and $0.4 million in the years ended December 31, 2018, 2017 and 2016, respectively.

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Multi-employer plans

One of our subsidiaries in the Babcock & Wilcox segment contributes to various multi-employer plans. The plans generally provide defined benefits to substantially all unionized workers in this subsidiary. The following table summarizes our contributions to multi-employer plans for the years covered by this report:



Pension Fund	EIN/PIN	Pension Protection Act Zone Status		FIP/RP Status Pending/ Implemented	Contributions						Surcharge Imposed	Expiration Date Of Collective Bargaining Agreement
					Contributions
					2018		2017		2016
		2018	2017		(in millions)
Boilermaker-Blacksmith National Pension Trust	48-6168020/ 001	Yellow	Yellow	Yes	$	9.5	$	7.9	$	17.8	No	Described Below
All Other					4.9		2.0		3.2
					$	14.4	$	9.9	$	21.0

Our collective bargaining agreements with the Boilermaker-Blacksmith National Pension Trust (the "Boilermaker Plan") is under a National Maintenance Agreement platform which is evergreen in terms of expiration. However, the agreement allows for termination by either party with a 90-day written notice. Our contributions to the Boilermaker Plan constitute less than 5% of total contributions to the Boilermaker Plan. All other contributions expense for all periods included in this report represents multiple amounts to various plans that, individually, are deemed to be insignificant.

NOTE 19 – REVOLVING DEBT

The components of our revolving debt are comprised of separate revolving credit facilities in the following locations:



	Year Ended December 31,
(in thousands)	2018		2017
United States	$	144,900	$	94,300
Foreign	606		9,173
Total revolving debt	$	145,506	$	103,473

U.S. Revolving Credit Facility

On May 11, 2015, we entered into a credit agreement with a syndicate of lenders (as amended, the "Amended Credit Agreement") in connection with our spin-off from The Babcock & Wilcox Company (now BWX Technologies, Inc.) which governs the U.S. Revolving Credit Facility and the Last Out Term Loans. Since June 2016, we have entered into a number of waivers and amendments ("the Amendments") to the Amended Credit Agreement, including those to avoid default. The U.S. Revolving Credit Facility as in effect at December 31, 2018 was scheduled to mature on June 30, 2020 and provided for a senior secured revolving credit facility in an aggregate amount of up to $347.0 million , as amended and adjusted for completed asset sales. The proceeds from loans under the U.S. Revolving Credit Facility are available for working capital needs and other general corporate purposes, and the full amount is available to support the issuance of letters of credit, subject to the limits specified in the amendment described below.

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Foreign Revolving Credit Facilities

Outside of the United States, we have revolving credit facilities in Turkey and, until the first quarter of 2018, in India that are used to provide working capital to local operations. At December 31, 2018 and December 31, 2017, we had aggregate borrowings under these facilities of $0.6 million and $9.2 million respectively. Our weighted average interest rate on these facilities was 40.00% and 6.07% at December 31, 2018 and December 31, 2017, respectively. In 2018, our banking counterparties in Turkey began to require the conversion of these revolving credit facilities to Turkish lira denomination from euro denomination, resulting in correspondingly higher market interest rates. As of January 4, 2019, the foreign revolving credit facilities were paid in full and closed.

Letters of Credit, Bank Guarantees and Surety Bonds

We have posted surety bonds to support contractual obligations to customers relating to certain contracts. We utilize bonding facilities to support such obligations, but the issuance of bonds under those facilities is typically at the surety's discretion. These bonds generally indemnify customers should we fail to perform our obligations under the applicable contracts. We, and certain of our subsidiaries, have jointly executed general agreements of indemnity in favor of surety underwriters relating to surety bonds those underwriters issue in support of some of our contracting activity. As of December 31, 2018 , bonds issued and outstanding under these arrangements in support of contracts totaled approximately $202.7 million . The aggregate value of the letters of credit provided by the U.S. Revolving Credit facility in support of surety bonds was $22.6 million .

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NOTE 20 – LAST OUT TERM LOANS

The Last Out Term Loan components are as follows:



(in thousands)	December 31, 2018
Proceeds	$	30,000
Discount and fees	5,111
Paid-in-kind interest	132
Principal	35,243
Unamortized discount and fees	(4,594		)
Net debt balance	$	30,649

Tranche A-1

As of December 31, 2018, the Tranche A-1 net carrying value of $30.6 million is presented as a current liability in our Consolidated Balance Sheets as a result of the limited waivers that extend through April 5, 2019. See Note 31 for additional Last Out Term Loan transactions and modifications subsequent to December 31, 2018.

NOTE 21 – SECOND LIEN TERM LOAN FACILITY

Extinguishment of the Second Lien Term Loan Facility

Using $212.6 million of the proceeds from the 2018 Rights Offering, we fully repaid the Second Lien Term Loan Facility (described below) on May 4, 2018, plus accrued interest of $2.3 million . A loss on extinguishment of this debt of approximately $49.2 million was recognized in the second quarter of 2018 as a result of the remaining $32.5 million unamortized debt discount on the date of the repayment, $16.2 million of make-whole interest, and $0.5 million of fees associated with the extinguishment.

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Terms of the Second Lien Term Loan Facility

On August 9, 2017 , we entered into a second lien credit agreement (the "Second Lien Credit Agreement") with an affiliate of AIP, governing the Second Lien Term Loan Facility. The Second Lien Term Loan Facility consisted of a second lien term loan in the principal amount of $175.9 million , all of which was borrowed on August 9, 2017 , and a delayed draw term loan facility in the principal amount of up to $20.0 million , which was drawn in a single draw on December 13, 2017.

Borrowings under the second lien term loan, other than the delayed draw term loan, had a coupon interest rate of 10% per annum, and borrowings under the delayed draw term loan had a coupon interest rate of 12% per annum, in each case payable quarterly. As of March 7, 2018, the interest rates increased to 12% and 14% per annum, respectively, due to the covenant default. Undrawn amounts under the delayed draw term loan accrued a commitment fee at a rate of 0.50% , which was paid at closing. The second lien term loan and the delayed draw term loan had a scheduled maturity of December 30, 2020. Interest expense associated with our Second Lien Credit Agreement is detailed in Note 26 .

In connection with our entry into the Second Lien Term Loan Facility, we used $50.9 million of the proceeds to repurchase and retire approximately 4.8 million shares of our common stock (approximately 10% of our shares outstanding) held by an affiliate of AIP, which was one of the conditions precedent for the Second Lien Term Loan Facility. Based on observable and unobservable market data, we determined the fair value of the shares we repurchased from the related party on August 9, 2017 was $16.7 million . We utilized a discounted cash flow model and estimates of our weighted average cost of capital on the transaction date to derive the estimated fair value of the share repurchase. The $34.2 million difference between the share repurchase price and the fair value of the repurchased shares was recorded as a discount on the Second Lien Term Loan Facility borrowing. Non-cash amortization of the debt discount and direct financing costs were being accreted to the carrying value of the loan through interest expense utilizing the effective interest method and an effective interest rate of 20.08% .

The Second Lien Credit Agreement contained representations and warranties, affirmative and restrictive covenants, financial covenants and events of default substantially similar to those contained in the Amended Credit Agreement, subject to certain cushions. At March 31, 2018 and December 31, 2017, we were in default of several financial covenants associated with the Second Lien Credit Agreement, which resulted in our classification of all of the net carrying value as a current liability in our Consolidated Balance Sheet. Under the terms of the intercreditor agreement among the lenders under the Amended Credit Agreement and the Second Lien Credit Agreement, the lenders under the Second Lien Credit Agreement cannot enforce remedies against the collateral until after they provide notice of enforcement and after the expiration of a 180-day standstill period. The lenders under the Second Lien Credit Agreement did not provide such notice. The March 1, 2018 and April 10, 2018 amendments to the U.S. Revolving Credit Facility temporarily waived all events of default, including cross-default provisions.

NOTE 22 – RIGHTS OFFERING

On March 19, 2018, we distributed to holders of our common stock one nontransferable subscription right to purchase 1.4 common shares for each common share held as of 5:00 p.m., New York City time, on March 15, 2018 at a price of $3.00 per common share. On April 10, 2018, we extended the expiration date and amended certain other terms regarding the 2018 Rights Offering. As amended, each right entitled holders to purchase 2.8 common shares at a price of $2.00 per share. The 2018 Rights Offering expired at 5:00 p.m., New York City time, on April 30, 2018. The Company did not issue fractional rights or pay cash in lieu of fractional rights. The 2018 Rights Offering did not include an oversubscription privilege.

The 2018 Rights Offering concluded on April 30, 2018, resulting in the issuance of 124.3 million common shares on April 30, 2018. Gross proceeds from the 2018 Rights Offering were $248.4 million . Of the proceeds received, $214.9 million was used to fully repay the Second Lien Credit Agreement, including $2.3 million of accrued interest, and the remainder was used for working capital purposes. Direct costs of the 2018 Rights Offering totaled $3.3 million .

NOTE 23 – CONTINGENCIES

Stockholder Litigation

On March 3, 2017 and March 13, 2017, the Company and certain of its former officers were named as defendants in two separate but largely identical complaints alleging violations of the federal securities laws. The two complaints were brought on behalf of a class of investors who purchased the Company's common stock between July 1, 2015 and February 28, 2017

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and were filed in the United States District Court for the Western District of North Carolina (collectively, the "Stockholder Litigation"). During the second quarter of 2017, the Stockholder Litigation was consolidated into a single action and a lead plaintiff was selected by the Court. Through subsequent amendments, the putative class period was expanded to include investors who purchased shares between June 17, 2015 and August 9, 2017. We filed a motion to dismiss in late 2017. The court denied the motion in early 2018 and the case is presently in discovery.

The plaintiff in the Stockholder Litigation alleges fraud, misrepresentation and a course of conduct relating to certain projects undertaken by the Vølund & Other Renewable segment, which, according to the plaintiff, had the effect of artificially inflating the price of the Company's common stock. The plaintiff further alleges that stockholders were harmed when the Company later disclosed that it would incur losses on these projects. The plaintiff seeks an unspecified amount of damages.

On February 16, 2018 and February 22, 2018, the Company and certain of its present and former officers and directors were named as defendants in three separate but substantially similar derivative lawsuits filed in the United States District Court for the District of Delaware (the "Federal Court Derivative Litigation"). On April 23, 2018, the United States District Court for the District of Delaware entered an order consolidating the related derivative actions and designating co-lead and co-liaison counsel. On June 1, 2018, plaintiffs filed a consolidated derivative complaint. Plaintiffs assert a variety of claims against defendants including alleged violations of the federal securities laws, waste, breach of fiduciary duties and unjust enrichment. Plaintiffs, who all purport to be current shareholders of the Company's common stock, are suing on behalf of the Company to recover costs and an unspecified amount of damages, and force implementation of corporate governance changes.

On June 28, 2018, the Federal Court Derivative Litigation was transferred to the United States District Court for the Western District of North Carolina, where the Stockholder Litigation is pending. The parties filed a motion to stay the Federal Court Derivative Litigation, which was granted by the Court on August 13, 2018.

On November 14, 2018, the Company and certain of its present and former officers and directors were named as defendants in an additional shareholder derivative lawsuit filed in the North Carolina Superior Court (the "State Court Derivative Litigation"). The complaint in that action covers the same period and contains allegations substantially similar to those asserted in the pending Federal Court Derivative Litigation and Stockholder Litigation.

We believe the allegations in the Stockholder Litigation, Federal Court Derivative Litigation, and State Court Derivative Litigation are without merit, and that the respective outcomes of the Stockholder Litigation and the Derivative Litigation will not have a material adverse impact on our consolidated financial condition, results of operations or cash flows, net of any insurance coverage.

Other

Due to the nature of our business, we are, from time to time, involved in routine litigation or subject to disputes or claims related to our business activities, including, among other things: performance or warranty-related matters under our customer and supplier contracts and other business arrangements; and workers' compensation, premises liability and other claims. Based on our prior experience, we do not expect that any of these other litigation proceedings, disputes and claims will have a material adverse effect on our consolidated financial condition, results of operations or cash flows.

NOTE 24 – DERIVATIVE FINANCIAL INSTRUMENTS

Our foreign currency exchange ("FX") forward contracts that qualify for hedge accounting are designated as cash flow hedges. The hedged risk is the risk of changes in functional-currency-equivalent cash flows attributable to changes in FX spot rates of forecasted transactions related to long-term contracts. We exclude from our assessment of effectiveness the portion of the fair value of the FX forward contracts attributable to the difference between FX spot rates and FX forward rates. At December 31, 2018 and 2017 , we had deferred approximately $1.4 million and $1.8 million , respectively, of net gains (losses) on these derivative financial instruments in AOCI.

At December 31, 2018 , our derivative financial instruments consisted solely of FX forward contracts. The notional value of our FX forward contracts totaled $16.5 million at December 31, 2018 with maturities extending to November 2019. These instruments consist primarily of contracts to purchase or sell Danish krone, Swedish króna, and Euros. We are exposed to credit-related losses in the event of nonperformance by counterparties to derivative financial instruments. We attempt to mitigate this risk by using major financial institutions with high credit ratings. The counterparties to all of our FX forward

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contracts are financial institutions party to our U.S. Revolving Credit Facility. Our hedge counterparties have the benefit of the same collateral arrangements and covenants as described under our U.S. Revolving Credit Facility. During the third quarter of 2017, our hedge counterparties removed the lines of credit supporting new FX forward contracts. Subsequently, we have not entered into any new FX forward contracts.

The following tables summarize our derivative financial instruments:



	As of December 31,
(in thousands)	2018		2017
Derivatives designated as hedges:
Foreign exchange contracts:
Location of FX forward contracts designated as hedges:
Accounts receivable-other	$	532	$	1,088
Other assets	—		312
Accounts payable	—		105

Derivatives not designated as hedges:
Foreign exchange contracts:
Location of FX forward contracts not designated as hedges:
Accounts receivable-other	$	14	$	7
Accounts payable	—		1,722
Other liabilities	—		12

The effects of derivatives on our financial statements are outlined below:



	Year Ended December 31,
(in thousands)	2018			2017			2016
Derivatives designated as hedges:
Cash flow hedges
Foreign exchange contracts
Amount of gain (loss) recognized in other comprehensive income	$	1,074		$	3,346		$	2,208
Effective portion of gain (loss) reclassified from AOCI into earnings by location:
Revenues	1,638			10,059			4,624
Cost of operations	(15		)	(118		)	195
Other-net	—			(7,438		)	(1,221		)
Portion of gain (loss) recognized in income that is excluded from effectiveness testing by location:
Other-net	(771		)	(5,277		)	4,518

Derivatives not designated as hedges:
Forward contracts
Loss recognized in income by location:
Other-net	$	(8	)	$	(3,436	)	$	(872	)

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NOTE 25 – FAIR VALUE MEASUREMENTS

The following tables summarize our financial assets and liabilities carried at fair value, all of which were valued from readily available prices or using inputs based upon quoted prices for similar instruments in active markets (known as "Level 1" and "Level 2" inputs, respectively, in the fair value hierarchy established by the Financial Accounting Standards Board ("FASB") Topic, Fair Value Measurements and Disclosures ).



(in thousands)
Available-for-sale securities	December 31, 2018		Level 1		Level 2		Level 3
Mutual funds	$	1,283	$	—	$	1,283	$	—
Corporate notes and bonds	13,028		13,028		—		—
United States Government and agency securities	1,437		1,437		—		—
Total fair value of available-for-sale securities	$	15,748	$	14,465	$	1,283	$	—



(in thousands)
Available-for-sale securities	December 31, 2017		Level 1		Level 2		Level 3
Commercial paper	$	1,895	$	—	$	1,895	$	—
Certificates of deposit	2,398		—		2,398		—
Mutual funds	1,331		—		1,331		—
Corporate notes and bonds	4,447		4,447		—		—
United States Government and agency securities	5,738		5,738		—		—
Total fair value of available-for-sale securities	$	15,809	$	10,185	$	5,624	$	—



(in thousands)
Derivatives	December 31, 2018		December 31, 2017
Forward contracts to purchase/sell foreign currencies	$	546	$	(432	)

Available-For-Sale Securities

Our investments in available-for-sale securities are presented in "other assets" on our Consolidated Balance Sheets with contractual maturities ranging from 0 - 6 years .

Derivatives

Derivative assets and liabilities currently consist of FX forward contracts. Where applicable, the value of these derivative assets and liabilities is computed by discounting the projected future cash flow amounts to present value using market-based observable inputs, including FX forward and spot rates, interest rates and counterparty performance risk adjustments.

Other Financial Instruments

We used the following methods and assumptions in estimating our fair value disclosures for our other financial instruments:


•	Cash and cash equivalents and restricted cash and cash equivalents . The carrying amounts that we have reported in the accompanying Consolidated Balance Sheets for cash and cash equivalents and restricted cash and cash equivalents approximate their fair values due to their highly liquid nature.

•

Revolving debt and Last Out Term Loans . We base the fair values of debt instruments on quoted market prices. Where quoted prices are not available, we base the fair values on Level 2 inputs such as the present value of future cash flows discounted at estimated borrowing rates for similar debt instruments or on estimated prices based on current yields for debt issues of similar quality and terms. The fair value of our debt instruments approximated their carrying value at December 31, 2018 and December 31, 2017 .

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Non-Recurring Fair Value Measurements

The measurement of the net actuarial gain or loss associated with our pension and other postretirement plans was determined using unobservable inputs (see Note 18 ). These inputs included the estimated discount rate, expected return on plan assets and other actuarial inputs associated with the plan participants.

Our annual and interim goodwill impairment tests and second quarter 2018 impairment charges required significant fair value measurements using unobservable inputs (see Note 14 ). The fair values of the reporting units were based on an income approach using a discounted cash flow analysis, a market approach using multiples of revenue and EBITDA of guideline companies, and a market approach using multiples of revenue and EBITDA from recent, similar business combinations.

Our second quarter 2018 impairment charges to assets held for sale of discontinued operations required significant fair value measurements using unobservable inputs (see Note 4 ). The fair value of the net assets held for sale was based on the expected net proceeds for the sale of MEGTEC and Universal.

Property, plant and equipment amounts are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset, or asset group, may not be recoverable. An impairment loss would be recognized when the carrying amount of an asset exceeds the estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition. The amount of the impairment loss to be recorded is calculated by the excess of the asset carrying value over its fair value. Fair value is generally determined based on an income approach using a discounted cash flow analysis or based on the price that the Company expects to receive upon the sale of these assets. Both of those approaches utilize unobservable inputs (See Note 8 and Note 16 ).

NOTE 26 – SUPPLEMENTAL CASH FLOW AND INTEREST INFORMATION

In addition to non-cash items described in the Consolidated Statements of Cash Flows, we also recognized non-cash changes in our Consolidated Balance Sheets related to interest expense as described below:



	Year Ended December 31,
(in thousands)	2018		2017		2016
Accrued capital expenditures in accounts payable	$	139	$	1,383	$	2,751

We recognized the following cash activity in our Consolidated Financial Statements:



	Year Ended December 31,
(in thousands)	2018		2017			2016
Income tax payments (refunds), net	$	3,690	$	(10,889	)	$	10,781
Interest payments on our U.S. revolving credit facility	$	10,784	$	4,909		$	425
Interest payments on our second lien term loan facility	$	7,627	$	7,044		$	—

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Interest expense in our Consolidated Financial Statements consisted of the following components:



	Year Ended December 31,
(in thousands)	2018		2017		2016
Components associated with borrowings from:
U.S. Revolving Credit Facility	$	12,284	$	5,051	$	1,669
Second Lien Term Loan Facility	7,460		7,211		—
Last Out Term Loan - cash interest	513		—		—
Last Out Term Loan - interest paid-in-kind	1,079		—		—
Foreign revolving credit facilities	716		1,021		753
	22,052		13,283		2,422
Components associated with amortization or accretion of:
U.S. Revolving Credit Facility deferred financing fees and commitment fees	22,943		6,270		1,244
Second Lien Term Loan Facility discount and financing fees	3,202		3,226		—
Last Out Term Loan discount and financing fees	552		—		—
	26,697		9,496		1,244

Other interest expense	864		3,154		36

Total interest expense	$	49,613	$	25,933	$	3,702

The following table provides a reconciliation of cash, cash equivalents and restricted cash reporting within the Consolidated Balance Sheets that sum to the total of the same amounts in the Consolidated Statements of Cash Flows:



	Year Ended December 31,
(in thousands)	2018		2017		2016
Held by foreign entities	$	35,522	$	42,490	$	89,042
Held by United States entities ⁽¹⁾	7,692		1,227		(1,616		)
Cash and cash equivalents of continuing operations	43,214		43,717		87,426

Reinsurance reserve requirements	11,768		21,061		21,189
Restricted foreign accounts	5,297		4,919		6,581
Restricted cash and cash equivalents	17,065		25,980		27,770

Total cash, cash equivalents and restricted cash of continuing operations shown in the Consolidated Statements of Cash Flows	$	60,279	$	69,697	$	115,196

Total cash and cash equivalents of discontinued operations ⁽²⁾	$	—	$	12,950	$	8,461

⁽¹⁾ Cash and cash equivalents held by United States entities is negative at December 31, 2016 due to outstanding checks at continuing operations, for which we had the right to offset against cash held by U.S. entities of discontinued operations at that date.

⁽²⁾ Cash and cash equivalents of discontinued operations is included in current assets of discontinued operations in the Consolidated Balance Sheet. See Note 4 for further information.

Our U.S. Revolving Credit Facility described in Note 19 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.

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NOTE 27 – RELATED PARTY TRANSACTIONS

Transactions with AIP

The second lien term loan entered into on August 9, 2017 and related repurchase of shares of our common stock as described in Note 21 were related party transactions.

Transactions with B. Riley and its Affiliates

B. Riley Financial, Inc. and its affiliates (collectively, "B. Riley") became the beneficial owner of greater than five percent of our common stock in May 2018, upon completion of the 2018 Rights Offering described in Note 22 . As of December 31, 2018, B. Riley Capital Management, LLC owns approximately 6.43% of our outstanding common stock.

Tranche A-1 of the Last Out Term Loans described in Note 20 was a related party transaction with B. Riley FBR, Inc. until November 19, 2018, when it was assigned to Vintage Capital Management LLC , also a related party.

Tranche A-2 of the Last Out Term Loans provided proceeds of $10 million on March 20, 2019, described in Note 31 , was also a related party transaction with B. Riley FBR, Inc.

The Company also entered an agreement with BPRI Executive Consulting, LLC on November 19, 2018 for the services of Mr. Kenny Young, to serve as our Chief Executive Officer until November 30, 2020, unless terminated by either party with thirty days written notice. The amount paid in 2018 related to this agreement was $0.1 million . This agreement also granted stock appreciation rights to BRPI Executive Consulting, LLC as described in Note 9 .

See also Note 31 .

NOTE 28 – FUTURE MINIMUM PAYMENTS

Operating leases

Future minimum payments required under operating leases that have initial or remaining noncancelable lease terms in excess of one year at December 31, 2018 are as follows (in thousands):



(in thousands)
2019	$	6,748
2020	$	5,035
2021	$	3,545
2022	$	2,025
2023	$	1,236
Thereafter	$	792

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Total rental expense for the years ended December 31, 2018, 2017 and 2016, was $8.3 million , $8.8 million and $7.0 million , respectively.

Long-term borrowings

Maturities of our long-term borrowings in the five years succeeding December 31, 2018 are as follows (in thousands):



(in thousands)
2019 ^{(1) (2)}	$	176,155
2020	$	—
2021	$	—
2022	$	—
2023	$	—
Thereafter	$	—


⁽¹⁾	As of January 4, 2019, the foreign revolving credit facilities were paid in full and closed.


⁽²⁾	The maturity date of the U.S. Revolving Credit Facility and the Last Out Term Loans are in 2020. However, as of December 31, 2018, the U.S. Revolving Credit Facility and the Last Out Term Loan amounts are presented as a current liability in our Consolidated Balance Sheets as a result of the limited waivers that extend through April 5, 2019.

NOTE 29 – QUARTERLY FINANCIAL DATA

The following tables set forth selected unaudited quarterly financial information for the years ended December 2018 and 2017:



(in thousands, except per share amounts)	Quarter ended
	March 31, 2018			June 30, 2018			Sept. 30, 2018			Dec. 31, 2018
Revenues	$	253,176		$	291,337		$	294,963		$	222,912
Gross profit	$	(24,169	)	$	(41,066	)	$	10,462		$	(74,871	)
Operating loss ⁽¹⁾	$	(106,428	)	$	(137,351	)	$	(45,147	)	$	(137,674	)
Equity in (loss) income of investees	$	(11,757	)	$	—		$	—		$	154
Net loss attributable to shareholders	$	(120,433	)	$	(265,768	)	$	(105,688	)	$	(233,403	)
Loss per common share
Basic and diluted - Continuing	$	(2.65	)	$	(1.68	)	$	(0.62	)	$	(1.35	)
Basic and diluted - Discontinued	$	(0.08	)	$	(0.44	)	$	(0.01	)	$	(0.04	)

⁽¹⁾ Includes equity in income of investees.

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(in thousands, except per share amounts)	Quarter ended
	March 31, 2017			June 30, 2017			Sept. 30, 2017			Dec. 31, 2017
Revenues	$	348,072		$	306,231		$	356,870		$	330,256
Gross profit	$	49,614		$	(69,593	)	$	30,753		$	13,444
Operating loss ⁽¹⁾	$	(11,279	)	$	(146,586	)	$	(110,888	)	$	(47,610	)
Equity in income (loss) of investees	$	618		$	(15,232	)	$	1,234		$	3,513
Net loss attributable to shareholders	$	(7,045	)	$	(150,999	)	$	(114,302	)	$	(107,478	)
(Loss) earnings per common share
Basic and diluted - Continuing	$	(0.12	)	$	(3.05	)	$	(2.49	)	$	(2.56	)
Basic and diluted - Discontinued	$	(0.03	)	$	(0.04	)	$	0.01		$	0.12

⁽¹⁾ Includes equity in income of investees.

Our quarterly results include the following items that significantly affect comparability across periods:

•

Actuarial gains and losses from marking to market our pension and postretirement benefit plan assets and liabilities (see Note 18 ). Such MTM adjustments resulted in (charges) gains of: $(72.2) million in the fourth quarter of 2018, $4.2 million in the third quarter of 2018, $0.5 million in the second quarter of 2018, $9.8 million in the fourth quarter of 2017, and $(1.1) million in the first quarter of 2017.


•	$39.8 million pre-tax gain in the third quarter of 2018 for the sale of PBRRC, a subsidiary that held two operations and maintenance contracts for waste-to-energy facilities in West Palm Beach, Florida as described in Note 5 .


•	$18.4 million and $18.2 million of other-than-temporary impairment of our interest in TBWES, an equity method investment in India, in the first quarter of 2018 and the second quarter of 2017, respectively. These are described in Note 13 .


•	Goodwill impairment charges totaled $37.5 million in the second quarter of 2018 and $86.9 million in the third quarter of 2017 as described in Note 14 .


•	Restructuring and spin-off transaction costs totaled $6.9 million in the first quarter of 2018 and $6.3 million in the fourth quarter of 2017.


•	Financial advisory fees totaled $7.2 million in the third quarter of 2018 and $2.3 million in the fourth quarter of 2017.


•	Intangible asset impairment of $2.5 million was recorded in the fourth quarter of 2018 for the SPIG segment as described in Note 6.


•	An allowance for doubtful accounts of $5.8 million was recorded in the fourth quarter of 2018 for our China operation as described in Note 6.


•	Changes in the estimates of the forecasted revenues and costs to complete six European Vølund loss contracts significantly affected the quarterly earnings throughout 2018 and 2017. These contracts and their status as of December 31, 2018 are described in Note 7 .


•	In the third quarter of 2018, we recognized $99.6 million of non-cash income tax charges to increase the valuation allowance against our remaining net deferred tax assets. In the fourth quarter of 2017, we recognized $62.4 million of additional income tax expense resulting from the enactment of new tax legislation in the United States on December 22, 2017. These are described in Note 10 .

NOTE 30 – NEW ACCOUNTING STANDARDS

New accounting standards that could affect our Consolidated Financial Statements in the future are summarized as follows:

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . With adoption of this standard, lessees will have to recognize long-term leases as a right-of-use asset and a lease liability on their balance sheet. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Classification will be based on criteria that are similar to those applied in current lease accounting, but without explicit bright lines. We adopted the new standard on January 1, 2019 and use the effective date as our date of initial application. In July 2018, the FASB issued an update that provided an additional transition option that allows companies to continue applying the guidance under the lease standard in effect at that time in the comparative periods presented in the Consolidated Financial Statements. Companies that elect this option would record a cumulative-effect adjustment to the opening balance of retained earnings on the date of

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adoption. We elected this optional transition method. We also elected the “package of practical expedients”, which permits us not to reassess under the new standard our prior conclusions about lease identification, lease classification and initial direct costs. However, we are not electing to adopt the hindsight practical expedient and are therefore maintaining the lease terms we previously determined under ASC 840.

We have substantially completed our assessment of the standard as well as implementation of our leasing software, including data upload and test procedures. We continue to finalize our calculations, including our discount rate assumptions, related to the new standard. We are also continuing to establish new processes and internal controls that may be required to comply with the new lease accounting and disclosure requirements set by the new standard. We expect the impact of the standard adoption to increase our assets and liabilities within our Consolidated Balance Sheet by approximately $14 million to $19 million , but do not expect a material impact on our results of operations or cash flows.

In February 2018, the FASB issued ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income . The new guidance provides companies with the election to reclassify stranded tax effects resulting from the Tax Act from accumulated other comprehensive income to retained earnings. Existing guidance requiring the effect of a change in tax law or rates to be recorded in continuing operations is not affected. This standard is effective for all public business entities for fiscal years beginning after December 15, 2018, and any interim periods within those fiscal years. Early adoption is permitted in any interim period. We expect the impact of this standard on our financial statements will be immaterial.

In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract . The new guidance requires companies acting as the customer in a cloud hosting service arrangement to follow the requirements of ASC 350-40 for capitalizing implementation costs for internal-use software and requires the amortization of these costs over the life of the related service contract. This standard is effective for all public business entities for fiscal years beginning after December 15, 2019, and any interim periods within those fiscal years. Early adoption is permitted in any interim period. We are currently evaluating the impact of this standard on our financial statements and whether we will elect to adopt this standard early.

NOTE 31 – SUBSEQUENT EVENTS

Subsequent to December 31, 2018, we have entered into a series of limited waivers (described below) to avoid default under our U.S. Revolving Credit Facility and Last Out Term Loans while we negotiated the settlement of the final two European Vølund loss contracts described in Note 7 and negotiated terms for financing and the related further amendment to our Amended Credit Agreement to allow for that financing. On March 20, 2019, we borrowed $10.0 million of additional funding in the form of a Tranche A-2 Last Out Term Loan (described below) to support working capital needs. Since March 20, 2019, we have been nearly fully drawn on the U.S. Revolving Credit Facility, minimal additional amounts were available for borrowings or letters of credit, and we were in compliance with the terms of the Amended Credit Agreement subject to the limited waivers that cumulatively extend through April 5, 2019 .

As of April 2, 2019 , the settlement of the final two European Vølund loss contracts has been completed pending payment of amounts due under the settlement. Binding agreement of this settlement, subject to payment, was a requirement of the lending group of the Amended Credit Agreement for further amendment. The additional financing required to make those settlement payments and to provide additional funding of working capital has not been yet been committed. Our financing plans and the status of those negotiations as of April 2, 2019 are described more fully in Note 1 .

March 15, 2019 Limited Waiver to the Amended Credit Agreement

On March 15, 2019, we entered into a limited waiver to our Amended Credit Agreement ("First Limited Waiver"), which waived our compliance with covenants in the Amended Credit Agreement and certain events of default through March 25, 2019.

March 19, 2019 Amendment and Limited Waiver to the Amended Credit Agreement

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certain other modifications to the Amended Credit Agreement. Specifically, the 15th Amendment provided $10.0 million in additional commitments from B. Riley Financial, Inc. under a Tranche A-2 of Last Out Term Loans, which were fully borrowed on March 20, 2019. This borrowing under Tranche A-2 of Last Out Term Loans was generally made on terms, including interest rate, maturity and prepayment, that are the same as our Tranche A-1 of the Last Out Term Loans.

March 29, 2019 Limited Waiver to the Amended Credit Agreement

On March 29, 2019, we entered into a limited waiver (the “Third Limited Waiver”) to our Amended Credit Agreement, which waives our compliance with certain covenants in the Amended Credit Agreement, including but not limited to covenants (1) requiring that we maintain a minimum liquidity amount of $40.0 million as a condition to borrowing both at the time of any credit extension request and on the proposed date of the credit extension (as defined in the Amended Credit Agreement), provided that we must maintain a minimum liquidity amount of $35.0 million as a condition to borrowing both at the time of any credit extension request and on the proposed date of the credit extension, (2) requiring that we maintain the specified consolidated interest coverage and senior leverage coverage ratios contained in the Amended Credit Agreement, (3) requiring that we maintain a minimum liquidity amount of $40.0 million as of the last business day of any calendar month, (4) specifying certain contract completion milestones that we are required to meet in connection with one renewable energy project, (5) limiting the amount of certain net losses permitted in connection with renewable energy projects, and (6) requiring our independent registered public accounting firm certify our consolidated financial statements without a going concern qualification. The Third Limited Waiver also waives certain events of default related to projects in our Vølund & Other Renewables segment. The Third Limited Waiver will terminate at 5:00 p.m., New York City time, on April 5, 2019 unless earlier terminated upon the occurrence of, among other things, an event of default under the Amended Credit Agreement, our payment of certain fees in connection with certain renewable energy projects or our failure to maintain a minimum liquidity amount of $35.0 million as a condition to borrowing both at the time of any credit extension request and on the proposed date of the credit extension.

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Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None

Item 9A. Controls and Procedures

Disclosure Controls and Procedures

As of the end of the period covered by this report, the Company's management, with the participation of our Chief Executive Officer and the Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the "Exchange Act")). Our disclosure controls and procedures, which, by their nature, can provide only reasonable assurance regarding the control objectives. You should note that the design of any system of disclosure controls and procedures is based in part upon various assumptions about the likelihood of future events, and we cannot assure you that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

Based on the evaluation referred to above, our Chief Executive Officer and Chief Financial Officer concluded that the design and operation of our disclosure controls and procedures are effective as of December 31, 2018 to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and such information is accumulated and communicated to management as appropriate to allow timely decisions regarding disclosure.

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Management's Report on Internal Control Over Financial Reporting

B&W's management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended). Our internal control over financial reporting includes, among other things, policies and procedures for conducting business, information systems for processing transactions and an internal audit department. Mechanisms are in place to monitor the effectiveness of our internal control over financial reporting and actions are taken to remediate identified internal control deficiencies. Our procedures for financial reporting include the involvement of senior management, our Audit and Finance Committee and our staff of financial and legal professionals. Our financial reporting process and associated internal controls were designed to provide reasonable assurance to management and the Board of Directors regarding the reliability of financial reporting and the preparation of our Consolidated Financial Statements for external reporting in accordance with accounting principles generally accepted in the United States of America.

Management, with the participation of our principal executive and financial officers, assessed the effectiveness of our internal control over financial reporting as of December 31, 2018. Management based its assessment on criteria established in Internal Control–Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance as to its effectiveness, and may not prevent or detect misstatements. Further, because of changing conditions, effectiveness of internal control over financial reporting may vary over time. Based on our assessment, management has concluded that B&W's internal control over financial reporting was effective at the reasonable assurance level described above as of December 31, 2018.

The effectiveness of our internal control over financial reporting as of December 31, 2018 has been audited by Deloitte & Touche LLP, the independent registered public accounting firm who also audited our Consolidated Financial Statements included in this Annual Report on Form 10-K. Deloitte & Touche LLP’s report on our internal control over financial reporting is included in this Annual Report on Form 10-K.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of Babcock & Wilcox Enterprises, Inc.:

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Babcock & Wilcox Enterprises, Inc. and subsidiaries (the “Company”) as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2018 of the Company and our report dated April 2, 2019 expressed an unqualified opinion on those financial statements and includes an explanatory paragraph related to the Company’s ability to continue as a going concern.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/S/ DELOITTE & TOUCHE LLP

Cleveland, Ohio

April 2, 2019

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Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended December 31, 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. OTHER INFORMATION

Not applicable.

PART III

Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this item with respect to directors is incorporated by reference to the material appearing under the heading "Election of Directors" in the Proxy Statement for our 2019 Annual Meeting of Stockholders. The information required by this item with respect to compliance with section 16(a) of the Securities and Exchange Act of 1934, as amended, is incorporated by reference to the material appearing under the heading "Section 16(a) Beneficial Ownership Compliance" in the Proxy Statement for our 2019 Annual Meeting of Stockholders. The information required by this item with respect to the Audit Committee and Audit and Finance Committee financial experts is incorporated by reference to the material appearing in the "Director Independence" and "Audit and Finance Committee" sections under the heading "Corporate Governance – Board of Directors and Its Committees" in the Proxy Statement for our 2019 Annual Meeting of Stockholders.

We have adopted a Code of Business Conduct for our employees and directors, including, specifically, our chief executive officer, our chief financial officer, our chief accounting officer, and our other executive officers. Our code satisfies the requirements for a "code of ethics" within the meaning of SEC rules. A copy of the code is posted on our web site, www.babcock.com under "Investor Relations – Corporate Governance – Highlights." We intend to disclose promptly on our website any amendments to, or waivers of, the code covering our chief executive officer, chief financial officer and chief accounting officer.

EXECUTIVE OFFICERS

Our executive officers and their ages as of March 1, 2019, are as follows:



Name	Age	Position
Henry E. Bartoli	72	Chief Strategy Officer
Robert M. Caruso	56	Chief Implementation Officer
J. André Hall	53	Senior Vice President, General Counsel and Corporate Secretary
Daniel W. Hoehn	40	Vice President, Controller and Chief Accounting Officer
Jimmy B. Morgan	50	Senior Vice President, Babcock & Wilcox
James J. Muckley	60	Senior Vice President, Operations
Louis Salamone	72	Chief Financial Officer
Kenneth Young	55	Chief Executive Officer

Henry E. Bartoli has served as our Chief Strategy Officer since November 2018, in addition to serving as a member of our Board of Directors since January 2018. Prior to joining the Company, Mr. Bartoli served as President and Chief Executive Officer of Hitachi Power Systems America LTD from 2004 until his retirement in 2014. From 2002 to 2004, he was Executive Vice President of The Shaw Group, after serving in a number of senior leadership roles at Foster Wheeler Ltd. from 1992 to 2002, including Group Executive and Corporate Senior Vice President, Energy Equipment Group, and Group Executive and Corporate Vice President and Group Executive, Foster Wheeler Power Systems Group. Previously, from 1971 to 1992, he served in a number of positions of increasing importance at Burns and Roe Enterprises, Inc.

Robert M. Caruso has served as our Chief Implementation Officer since April 2018. He works closely with the Company’s executive leadership team to review financial and operational strategies, and revenue and profitability enhancement

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opportunities. Mr. Caruso also serves as a Managing Director of Alvarez & Marsal's North American Commercial Restructuring practice ("NACR") since September 2006. He is a member of the NACR Executive Committee and co-leads the NACR Midwest Region.

J. André Hall serves as our Senior Vice President, General Counsel and Corporate Secretary. Prior to the spin-off, Mr. Hall served as Assistant General Counsel, Transactions and Compliance our former parent, now known as BWX Technologies, Inc. ("BWXT"), since August 2013. Prior to joining BWXT, Mr. Hall served in various roles of increasing responsibility with Goodrich Corporation, an aerospace manufacturing company, most recently as Vice President of Business Conduct and Chief Ethics Officer from October 2009 until July 2012 when it was acquired by United Technologies Corporation. For the five years prior to becoming Chief Ethics Officer, Mr. Hall served as the segment general counsel for one of Goodrich Corporation’s multi-billion dollar operating segments.

Daniel W. Hoehn serves as our Vice President, Controller and Chief Accounting Officer. Mr. Hoehn joined BWXT in March 2015. From 2013 to 2015, Mr. Hoehn was Vice President and Controller at Chiquita Brands International, Inc., a producer and distributor of bananas and other produce, responsible for financial reporting for Chiquita's operations across three continents. From 2010 to 2013, he was Assistant Corporate Controller, after serving as Manager, Financial Reporting, from 2007 to 2010. Prior to joining Chiquita, Mr. Hoehn was a senior manager in the audit practice at KPMG, LLP.

Jimmy B. Morgan has served as our Senior Vice President, Babcock & Wilcox since January 2019. Previously, Mr. Morgan served as Senior Vice President, Renewable, including our Babcock & Wilcox Vølund subsidiary, and Babcock & Wilcox's operations and maintenance services businesses, from December 2016 to January 2019. From August 2016 to December 2016, he served as Senior Vice President, Operations. He was Vice President, Operations from May 2016 to August 2016 and was Vice President and General Manager of Babcock & Wilcox Construction Co., Inc. from February 2016 to May 2016. Before joining Babcock & Wilcox, he was President for Allied Technical Resources, Inc., a technical staffing company, from September 2013 to January 2016. Previous positions included serving as Chief Operating Officer with BHI Energy, Vice President of Installation and Modification Services with Westinghouse Electric Company, and as Managing Director for AREVA T&D. He began his career with Duke Energy.

James J . Muckley has served as our Senior Vice President, Operations since December 2016 and is responsible for the Company's manufacturing operations, Global Project Management, Quality and Environmental, Health, Safety & Security functions. He is also responsible for Babcock & Wilcox Construction Co., LLC. From June 2016 to December 2016, he was Vice President, Global Parts and Field Engineering Services in the Company's Power segment. Prior to that, he was Vice President, Parts from January 2016 to May 2016, General Manager, Replacement Parts from November 2012 to December 2015, and Operations/Alliance Manager, Replacement Parts from March 2002 to October 2012.

Louis Salamone has served as our Chief Financial Officer since February 2019. Before that, Mr. Salamone served as the Company's Executive Vice President of Finance since November 2018. Mr. Salamone also serves as an advisor to MDx Diagnostics, LLC, a provider of medical devices, since December 2017. From April 2013 until December 2017, Mr. Salamone served as Chief Financial Officer of CityMD, an urgent care provider. Prior to joining CityMD, Mr. Salamone was Vice President and Chief Financial Officer of OpenPeak Inc., a provider of mobile cybersecurity solutions, from April 2009 until March 2013, and Executive Vice President and Chief Financial Officer of LCC, from June 2006 until April 2009.

Kenneth Young has served as our Chief Executive Officer since November 2018. Mr. Young also serves as the President of B. Riley Financial, Inc. ("B. Riley"), a provider of collaborative financial services and solutions, since July 2018, and as Chief Executive Officer of B. Riley’s subsidiary, B. Riley Principal Investments, since October 2016. From August 2008 to March 2016, Mr. Young served as the President and Chief Executive Officer of Lightbridge Communications Corporation (f/k/a LCC International, Inc.), a provider of integrated end-to-end solutions for wireless voice and data communications networks. Mr. Young has served as a member of the boards of directors of Globalstar, Inc. since 2015, Orion Energy Systems, Inc. since 2017, Liberty Tax, Inc. since 2018 and bebe stores, inc. since 2018. Mr. Young previously served as a member of the boards of directors of B. Riley from 2015 to 2016 and Standard Diversified Opportunities Inc. from 2015 to 2017.

Item 11. EXECUTIVE COMPENSATION

The information required by this item is incorporated by reference to the material appearing under the headings "Compensation Discussion and Analysis," "Compensation of Directors," "Compensation of Executive Officers," "Compensation Committee Interlocks and Insider Participation" and "Compensation Committee Report" in the Proxy Statement for our 2019 Annual Meeting of Stockholders.

137

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table provides information on our equity compensation plans as of December 31, 2018:

Equity Compensation Plan Information



Plan Category:	Equity compensation plans approved by security holders
Number of securities to be issued upon exercise of outstanding options and rights	6,249,897
Weighted-average exercise price of outstanding options and rights	$	11.51
Number of securities remaining available for future issuance	4,191,007

The other information required by this item is incorporated by reference to the material appearing under the headings "Security Ownership of Directors and Executive Officers" and "Security Ownership of Certain Beneficial Owners" in the Proxy Statement for our 2019 Annual Meeting of Stockholders.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Information required by this item is incorporated by reference to the material appearing under the headings "Corporate Governance – Director Independence" and "Certain Relationships and Related Transactions" in the Proxy Statement for our 2019 Annual Meeting of Stockholders.

Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this item is incorporated by reference to the material appearing under the heading "Ratification of Appointment of Independent Registered Public Accounting Firm for Year Ending December 31, 2019" in the Proxy Statement for our 2019 Annual Meeting of Stockholders.

PART IV

Item 15. Exhibits




2.1 *		Master Separation Agreement, dated as of June 8, 2015, between The Babcock & Wilcox Company and Babcock & Wilcox Enterprises, Inc. (incorporated by reference to Exhibit 2.1 to the Babcock & Wilcox Enterprises, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (File No. 001-36876))

3.1		Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Babcock & Wilcox Enterprises, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (File No. 001-36876))

3.2		Amended and Restated Bylaws (incorporate by reference to Exhibit 3.1 to the Babcock & Wilcox Enterprises, Inc. Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 (File No. 001-36876))

10.1		Tax Sharing Agreement, dated as of June 8, 2015, by and between The Babcock & Wilcox Company and Babcock & Wilcox Enterprises, Inc. (incorporated by reference to Exhibit 10.1 to the Babcock & Wilcox Enterprises, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (File No. 001-36876))

10.2		Employee Matters Agreement, dated as of June 8, 2015, by and between The Babcock & Wilcox Company and Babcock & Wilcox Enterprises, Inc. (incorporated by reference to Exhibit 10.2 to the Babcock & Wilcox Enterprises, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (File No. 001-36876))

10.3		Transition Services Agreement, dated as of June 8, 2015, between The Babcock & Wilcox Company, as service provider, and Babcock & Wilcox Enterprises, Inc., as service receiver (incorporated by reference to Exhibit 10.3 to the Babcock & Wilcox Enterprises, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (File No. 001-36876))

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10.4		Transition Services Agreement, dated as of June 8, 2015, between Babcock & Wilcox Enterprises, Inc., as service provider, and The Babcock & Wilcox Company, as service receiver (incorporated by reference to Exhibit 10.4 to the Babcock & Wilcox Enterprises, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (File No. 001-36876))

10.5		Assumption and Loss Allocation Agreement, dated as of June 19, 2015, by and among ACE American Insurance Company and the Ace Affiliates (as defined therein), Babcock & Wilcox Enterprises, Inc. and The Babcock & Wilcox Company (incorporated by reference to Exhibit 10.5 to the Babcock & Wilcox Enterprises, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (File No. 001-36876))

10.6		Reinsurance Novation and Assumption Agreement, dated as of June 19, 2015, by and among ACE American Insurance Company and the Ace Affiliates (as defined therein), Creole Insurance Company and Dampkraft Insurance Company (incorporated by reference to Exhibit 10.6 to the Babcock & Wilcox Enterprises, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (File No. 001-36876))

10.7		Novation and Assumption Agreement, dated as of June 19, 2015, by and among The Babcock & Wilcox Company, Babcock & Wilcox Enterprises, Inc., Dampkraft Insurance Company and Creole Insurance Company (incorporated by reference to Exhibit 10.7 to the Babcock & Wilcox Enterprises, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (File No. 001-36876))

10.8†		Amended and Restated 2015 Long-Term Incentive Plan of Babcock & Wilcox Enterprises, Inc. (incorporated by reference to the Babcock & Wilcox Enterprises, Inc. current Report on Form 8-K filed May 6, 2016 (File No. 001-36876))

10.9†		Babcock & Wilcox Enterprises, Inc. Executive Incentive Compensation Plan (incorporated by reference to Exhibit 10.9 to the Babcock & Wilcox Enterprises, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (File No. 001-36876))

10.10†		Babcock & Wilcox Enterprises, Inc. Management Incentive Compensation Plan (incorporated by reference to Exhibit 10.10 to the Babcock & Wilcox Enterprises, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (File No. 001-36876))

10.11†		Supplemental Executive Retirement Plan of Babcock & Wilcox Enterprises, Inc. (incorporated by reference to Exhibit 10.11 to the Babcock & Wilcox Enterprises, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (File No. 001-36876))

10.12†		Babcock & Wilcox Enterprises, Inc. Defined Contribution Restoration Plan (incorporated by reference to Exhibit 10.12 to the Babcock & Wilcox Enterprises, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (File No. 001-36876))

10.13		Intellectual Property Agreement, dated as of June 26, 2015, between Babcock & Wilcox Power Generation Group, Inc. and BWXT Foreign Holdings, LLC (incorporated by reference to Exhibit 10.13 to the Babcock & Wilcox Enterprises, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (File No. 001-36876))

10.14		Intellectual Property Agreement, dated as of June 27, 2015, between Babcock & Wilcox Technology, Inc. and Babcock & Wilcox Investment Company (incorporated by reference to Exhibit 10.14 to the Babcock & Wilcox Enterprises, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (File No. 001-36876))

10.15		Intellectual Property Agreement, dated as of May 29, 2015, between Babcock & Wilcox Canada Ltd. and B&W PGG Canada Corp. (incorporated by reference to Exhibit 10.15 to the Babcock & Wilcox Enterprises, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (File No. 001-36876))

10.16		Intellectual Property Agreement, dated as of May 29, 2015, between Babcock & Wilcox mPower, Inc. and Babcock & Wilcox Power Generation Group, Inc. (incorporated by reference to Exhibit 10.16 to the Babcock & Wilcox Enterprises, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (File No. 001-36876))

10.17		Intellectual Property Agreement, dated as of June 26, 2015, between The Babcock & Wilcox Company and Babcock & Wilcox Enterprises, Inc. (incorporated by reference to Exhibit 10.17 to the Babcock & Wilcox Enterprises, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (File No. 001-36876))

10.18		Credit Agreement, dated as of May 11, 2015, among Babcock & Wilcox Enterprises, Inc., as the borrower, Bank of America, N.A., as Administrative Agent, and the Other Lenders Party Thereto (incorporated by reference to Exhibit 10.18 to the Babcock & Wilcox Enterprises, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (File No. 001-36876))

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10.19†		Form of Change-in-Control Agreement, by and between Babcock & Wilcox Enterprises, Inc. and certain officers for officers elected prior to August 4, 2016 (incorporated by reference to Exhibit 10.1 to the Babcock & Wilcox Enterprises, Inc. Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 (File No. 001-36876))

10.20†		Form of Restricted Stock Grant Agreement (Spin-off Award) (incorporated by reference to Exhibit 10.1 to the Babcock & Wilcox Enterprises, Inc. Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 (File No. 001-36876))

10.21†		Form of Restricted Stock Units Grant Agreement (incorporated by reference to Exhibit 10.2 to the Babcock & Wilcox Enterprises, Inc. Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 (File No. 001-36876))

10.22†		Form of Stock Option Grant Agreement (incorporated by reference to Exhibit 10.3 to the Babcock & Wilcox Enterprises, Inc. Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 (File No. 001-36876))

10.23†		Form of Performance Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.23 to the Babcock & Wilcox Enterprises, Inc. Annual Report on Form 10-K for the year ended December 31, 2015 (File No. 001-36876))

10.24		Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.24 to the Babcock & Wilcox Enterprises, Inc. Annual Report on Form 10-K for the year ended December 31, 2015 (File No. 001-36876))

10.25†		Form of Change-in-Control Agreement, by and between Babcock & Wilcox Enterprises, Inc. and certain officers for officers elected on or after August 4, 2016 (incorporated by reference to Exhibit 10.2 to the Babcock & Wilcox Enterprises, Inc. Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 (File No. 001-36876))

10.26		Amendment No. 1 dated June 10, 2016 to Credit Agreement, dated May 11, 2015, among Babcock & Wilcox Enterprises, Inc., as the Borrower, Bank of America, N.A., as Administrative Agent, and the other Lenders party thereto (incorporated by reference to Exhibit 10.1 to the Babcock & Wilcox Enterprises, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 (File No. 001-36876))

10.27		Amendment No. 2 dated February 24, 2017 to Credit Agreement, dated May 11, 2015, among Babcock & Wilcox Enterprises, Inc., as the Borrower, Bank of America, N.A., as Administrative Agent, and the other Lenders party thereto.

10.28†		Form of Performance Unit Award Grant Agreement (Cash Settled) (incorporated by reference to Exhibit 10.1 to the Babcock & Wilcox Enterprises, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 (File No. 001-36876))

10.29†		Form of Special Restricted Stock Unit Award Grant Agreement (incorporated by reference to Exhibit 10.2 to the Babcock & Wilcox Enterprises, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 (File No. 001-36876))

10.30		Amendment No. 3 dated August 9, 2017, to Credit Agreement dated May 11, 2015, among Babcock & Wilcox Enterprises, Inc., as the Borrower, Bank of America, N.A., as administrative Agent and Lender, and the other Lenders party thereto (incorporated by reference to Exhibit 10.1 to the Babcock & Wilcox Enterprises, Inc. Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 (File No. 001-36876))

10.31		Amendment No. 4 dated September 30, 2017, to Credit Agreement dated May 11, 2015, among Babcock & Wilcox Enterprises, Inc., as the Borrower, Bank of America, N.A., as administrative Agent and Lender, and the other Lenders party thereto (incorporated by reference to Exhibit 10.3 to the Babcock & Wilcox Enterprises, Inc. Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 (File No. 001-36876))

10.32		Agreement, dated as of January 3, 2018, among Babcock & Wilcox Enterprises, Inc., Vintage Capital Management, LLC, Kahn Capital Management, LLC, and Brian R. Kahn (incorporated by reference to Exhibit 10.1 to the Babcock & Wilcox Enterprises, Inc. Current Report on Form 8-K filed January 3, 2018 (File No. 001-36876))

10.33		Form of Joinder Agreement (incorporated by reference to Exhibit 10.2 to the Babcock & Wilcox Enterprises, Inc. Current Report on Form 8-K filed January 3, 2018 (File No. 001-36876))

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10.34		Equity Commitment Agreement, dated March 1, 2018, by and between Babcock & Wilcox Enterprises, Inc. and Vintage Capital Management, LLC (incorporated by reference to the Babcock & Wilcox Enterprises, Inc. Current Report on Form 8-K filed March 5, 2018 (File No. 001-36876))

10.35		Amendment No. 5 dated March 1, 2018, to Credit Agreement, dated as of May 11, 2015, among Babcock & Wilcox Enterprises, Inc., as the borrower, Bank of America, N.A., as Administrative Agent, and the other lenders party thereto (incorporated by reference to the Babcock & Wilcox Enterprises, Inc. Current Report on Form 8-K filed March 5, 2018 (File No. 001-36876))

10.36		Amendment No. 6 dated April 10, 2018, to Credit Agreement, dated as of May 11, 2015, among Babcock & Wilcox Enterprises, Inc., as the borrower, Bank of America, N.A., as Administrative Agent, and the other lenders party thereto (incorporated by reference to the Babcock & Wilcox Enterprises, Inc. Current Report on Form 8-K filed April 11, 2018 (File No. 001-36876))

10.37		Equity Commitment Agreement, dated April 10, 2018, by and between Babcock & Wilcox Enterprises, Inc. and Vintage Capital Management, LLC (incorporated by reference to the Babcock & Wilcox Enterprises, Inc. Current Report on Form 8-K filed April 11, 2018 (File No. 001-36876))

10.38		Stock Purchase Agreement, dated as of June 5, 2018 among B&W Equity Investments, LLC, Babcock & Wilcox MEGTEC Holdings, Inc., Babcock & Wilcox MEGTEC, LLC, The Babcock & Wilcox Company, Babcock & Wilcox Enterprises, Inc., DURR, Inc., and DURR Aktiengesellschaft (incorporated by reference to the Babcock & Wilcox Enterprises, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 (File No. 001-36876))

10.39		Babcock & Wilcox Enterprises, Inc. Amended and Restated 2015 Long-Term Incentive Plan (Amended and Restated as of November 2, 2018)

10.40		Consent and Amendment No. 7 dated May 31, 2018, to Credit Agreement, dated as of May 11, 2015, among Babcock & Wilcox Enterprises, Inc., as the borrower, Bank of America, N.A., as Administrative Agent, and the other lenders party thereto (incorporated by reference to the Babcock & Wilcox Enterprises, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 (File No. 001-36876))

10.41		Babcock & Wilcox Enterprises, Inc., Severance Plan, as revised effective June 1, 2018 (incorporated by reference to the Babcock & Wilcox Enterprises, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 (File No. 001-36876))

10.42		Amendment No. 8 dated August 9, 2018, to Credit Agreement, dated as of May 11, 2015, among Babcock & Wilcox Enterprises, Inc., as the borrower, Bank of America, N.A., as Administrative Agent, and the other lenders party thereto (incorporated by reference to the Babcock & Wilcox Enterprises, Inc. Current Report on Form 8-K filed August 13, 2018 (File No. 001-36876))
10.43		Amendment No. 9 dated September 14, 2018, to Credit Agreement, dated as of May 11, 2015, among Babcock & Wilcox Enterprises, Inc., as the borrower, Bank of America, N.A., as Administrative Agent, and the other lenders party thereto (incorporated by reference to the Babcock & Wilcox Enterprises, Inc. Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 (File No. 001-36876))

10.44		Amendment No. 10 dated September 28, 2018, to Credit Agreement, dated as of May 11, 2015, among Babcock & Wilcox Enterprises, Inc., as the borrower, Bank of America, N.A., as Administrative Agent, and the other lenders party thereto (incorporated by reference to the Babcock & Wilcox Enterprises, Inc. Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 (File No. 001-36876))

10.45		Amendment No. 11 dated October 4, 2018, to Credit Agreement, dated as of May 11, 2015, among Babcock & Wilcox Enterprises, Inc., as the borrower, Bank of America, N.A., as Administrative Agent, and the other lenders party thereto (incorporated by reference to the Babcock & Wilcox Enterprises, Inc. Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 (File No. 001-36876))

10.46		Amendment No. 12 dated October 31, 2018, to Credit Agreement, dated as of May 11, 2015, among Babcock & Wilcox Enterprises, Inc., as the borrower, Bank of America, N.A., as Administrative Agent, and the other lenders party thereto (incorporated by reference to the Babcock & Wilcox Enterprises, Inc. Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 (File No. 001-36876))

10.47		Amendment No. 13 dated December 31, 2018, to Credit Agreement, dated as of May 11, 2015, among Babcock & Wilcox Enterprises, Inc., as the borrower, Bank of America, N.A., as Administrative Agent, and the other lenders party thereto.

10.48		Amendment No. 14 dated January 15, 2019 to Credit Agreement, dated as of May 11, 2015, among Babcock & Wilcox Enterprises, Inc., as the borrower, Bank of America, N.A., as Administrative Agent, and the other lenders party thereto.

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10.49†		Consulting Agreement dated November 19, 2018 between Babcock & Wilcox Enterprises, Inc., and BRPI Executive Consulting.

10.50†		Executive Employment Agreement dated November 19, 2018 between Babcock & Wilcox Enterprises, Inc. and Louis Salamone.

10.51 †		Executive Employment Agreement dated November 19, 2018 between Babcock & Wilcox Enterprises, Inc. and Henry Bartoli.

10.52†		Form of Stock Appreciation Right Award Grant Agreement.

10.53‡		Amendment No. 15 and Limited Waiver dated March 19, 2019 to Credit Agreement, dated as of May 11, 2015, among Babcock & Wilcox Enterprises, Inc., as the borrower, Bank of America, N.A., as Administrative Agent, and the other lenders party thereto.


21.1		Significant Subsidiaries of the Registrant

23.1		Consent of Deloitte & Touche LLP

31.1		Rule 13a-14(a)/15d-14(a) certification of Chief Executive Officer

31.2		Rule 13a-14(a)/15d-14(a) certification of Chief Financial Officer


32.1		Section 1350 certification of Chief Executive Officer

32.2		Section 1350 certification of Chief Financial Officer

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

* Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.

† Management contract or compensatory plan or arrangement.

‡ The Company has omitted certain information contained in this exhibit pursuant to Rule 601(b)(10) of Regulation S-K. The omitted information is not material and, if publicly disclosed, would likely cause competitive harm to the Company.

142

SCHEDULE II

BABCOCK & WILCOX ENTERPRISES, INC.

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

Allowance for Doubtful Accounts



(in thousands)	Beginning balance		Charges to costs and expenses		Charged to other accounts		Deductions		Ending balance
Year Ended December 31, 2018	$	11,591	$	8,208	$	2,178	$	585	$	21,392
Year Ended December 31, 2017	$	9,526	1,646		1,463		1,044		$	11,591
Year Ended December 31, 2016	$	4,839	769		5,750		1,832		$	9,526

Deferred Tax Assets Valuation Allowance



(in thousands)	Beginning balance		Charges to costs and expenses		Charged to other accounts		Ending balance
Year Ended December 31, 2018	$	108,105	$	204,727	$	262	$	313,094
Year Ended December 31, 2017	$	40,484	61,021		6,600		$	108,105
Year Ended December 31, 2016	$	10,077	29,307		1,100		$	40,484

Inventory Reserves



(in thousands)	Beginning balance		Charges to costs and expenses		Charged to other accounts		Deductions		Ending balance
Year Ended December 31, 2018	$	13,328	$	1,809	$	1,402	$	1,010	$	15,529
Year Ended December 31, 2017	$	13,092	1,302		230		1,296		$	13,328
Year Ended December 31, 2016	$	13,232	1,367		147		1,654		$	13,092

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Item 16. Form 10-K Summary

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



April 2, 2019		BABCOCK & WILCOX ENTERPRISES, INC.

	By:	/s/ Kenneth M. Young
		Kenneth M. Young
		Chief Executive Officer

144

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



Signature		Title

/s/ Kenneth M. Young		Chief Executive Officer (Principal Executive Officer)
Kenneth M. Young		Chief Executive Officer (Principal Executive Officer)

/s/ Louis Salamone		Chief Financial Officer (Principal Financial Officer)
Louis Salamone		Chief Financial Officer (Principal Financial Officer)

/s/ Daniel W. Hoehn		Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer and Duly Authorized Representative)
Daniel W. Hoehn

/s/ Matthew E. Avril		Director
Matthew E. Avril		Director

/s/ Henry E. Bartoli		Director
Henry E. Bartoli		Director

/s/ Thomas A. Christopher		Director
Thomas A. Christopher		Director

/s/ Cynthia S. Dubin		Director
Cynthia S. Dubin

/s/ Brian R. Kahn		Director
Brian R. Kahn		Director

/s/ Anne R. Pramaggiore		Director
Anne R. Pramaggiore		Director

/s/ Kenneth Siegel		Director
Kenneth Siegel		Director

April 2, 2019

145

Exhibit 10.39

BABCOCK & WILCOX ENTERPRISES, INC.

AMENDED AND RESTATED 2015 LONG-TERM INCENTIVE PLAN

(Amended and Restated as of November 2, 2018)

ARTICLE 1

Establishment, Objectives and Duration

1.1 Establishment of the Plan . Babcock & Wilcox Enterprises, Inc., a corporation organized and existing under the laws of the State of Delaware (hereinafter referred to as the “Company”), established the Babcock & Wilcox Enterprises, Inc. 2015 Long-Term Incentive Plan as of June 1, 2015 (the “2015 Plan”). The Company amended and restated in its entirety the 2015 Plan as of May 6, 2016 (the “Amended and Restated 2015 Plan”), and then again as of May 16, 2018 (the “Second Amended and Restated 2015 Plan”). The Company hereby again amends and restates in its entirety, as of November 2, 2018, the Babcock & Wilcox Enterprises, Inc. Amended and Restated 2015 Long-Term Incentive Plan in the form of this document (the “Third Amended and Restated 2015 Plan”). Hereinafter, the 2015 Plan, as amended and restated by the Amended and Restated 2015 Plan, the Second Amended and Restated 2015 Plan and the Third Amended and Restated 2015 Plan, is referred to as this “Plan”). This Plan permits the grant of, among other permitted awards, Nonqualified Stock Options, Incentive Stock Options, Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units, and Cash Incentive Awards (each as hereinafter defined). For clarification purposes, the terms and conditions of the Second Amended and Restated 2015 Plan and the Third Amended and Restated 2015 Plan, to the extent they differ from the terms and conditions of either the 2015 Plan or the Amended and Restated 2015 Plan, shall not apply to or otherwise impact previously granted or outstanding awards under the 2015 Plan or the Amended and Restated 2015 Plan, as applicable.

1.2 Objectives . This Plan is designed to promote the success and enhance the value of the Company by linking the personal interests of Participants (as hereinafter defined) to those of the Company’s stockholders, and by providing Participants with an incentive for performance. This Plan is further intended to provide flexibility to the Company in its ability to motivate, attract and retain the employment and/or services of Participants.

1.3 Duration . The 2015 Plan commenced on June 1, 2015 and the Amended and Restated 2015 Plan commenced on May 6, 2016. The Second Amended and Restated 2015 Plan commenced on the Shareholder Approval Date. The Third Amended and Restated 2015 Plan shall commence on November 2, 2018, and then this Plan shall remain in effect, subject to the right of the Board of Directors (as hereinafter defined) to amend or terminate this Plan at any time pursuant to Article 16 hereof, until all Shares (as hereinafter defined) subject to it shall have been purchased or acquired according to this Plan’s provisions; provided , however , that in no event may an Award (as hereinafter defined) be granted under this Plan on or after the tenth anniversary of the Shareholder Approval Date, but all grants made prior to such date will continue in effect thereafter subject to the terms thereof and of this Plan.

ARTICLE 2

Definitions

As used in this Plan, the following terms shall have the respective meanings set forth below:

2.1 “ Appreciation Right ” means a right granted pursuant to Article 7 of this Plan, and will include both Free-Standing Appreciation Rights and Tandem Appreciation Rights.

2.2 “ Award ” means a grant under this Plan of any Nonqualified Stock Option, Incentive Stock Option, Appreciation Right, Restricted Stock, Restricted Stock Unit, Cash Incentive Award, Performance Share or Performance Unit, dividend equivalents that are settled in Shares, or other award granted pursuant to Article 11 of the Plan.

2.3 “ Award Agreement ” means an agreement, certificate, resolution or other type or form of writing or other evidence approved by the Committee that sets forth the terms and provisions applicable to an Award granted under this Plan. An Award Agreement may be in an electronic medium, may be limited to notation on the books and records of the Company and, unless otherwise determined by the Committee, need not be signed by a representative of the Company or a Participant.

2.4 “ Award Limitations ” has the meaning ascribed to such term in Section ý4.2.

2.5 “ Base Price ” means the price to be used as the basis for determining the Spread upon the exercise of a Free-Standing Appreciation Right.

2.6 “ Beneficial Owner ” or “ Beneficial Ownership ” shall have the meaning ascribed to such term in Rule 13d-3 of the General Rules and Regulations under the Exchange Act.

2.7 “ Board ” or “ Board of Directors ” means the Board of Directors of the Company.

2.8 “ Cash Incentive Award ” means a cash award granted pursuant to Article 9 of this Plan.

2.9 “ Change in Control ” means, for purposes of this Plan and any Awards, unless otherwise set forth in an applicable Award Agreement by the Committee, the occurrence of any of the following:

(a) 30% Ownership Change : Any Person, other than an ERISA-regulated pension plan established by the Company, makes an acquisition of Outstanding Voting Stock and is, immediately thereafter, the beneficial owner of 30% or more of the then Outstanding Voting Stock, unless such acquisition is made directly from the Company in a transaction approved by a majority of the Incumbent Directors; or any group is formed that is the beneficial owner of 30% or more of the Outstanding Voting Stock (other than a group formation for the purpose of making an acquisition directly from the Company and approved (prior to such group formation) by a majority of the Incumbent Directors); or

(b) Board Majority Change : Individuals who are Incumbent Directors cease for any reason to constitute a majority of the members of the Board; or

(c) Major Mergers and Acquisitions : Consummation of a Business Combination unless, immediately following such Business Combination, (i) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Voting Stock immediately before such Business Combination beneficially own, directly or indirectly, more than 51% of the then outstanding shares of voting stock of the parent corporation resulting from such Business Combination in substantially the same relative proportions as their ownership, immediately before such Business Combination, of the Outstanding Voting Stock, (ii) if the Business Combination involves the issuance or payment by the Company of consideration to another entity or its shareholders, the total fair market value of such consideration plus the principal amount of the consolidated long-term debt of the entity or business being acquired (in each case, determined as of the date of consummation of such Business Combination by a majority of the Incumbent Directors) does not exceed 50% of the sum of the fair market value of the Outstanding Voting Stock plus the principal amount of the Company’s consolidated long-term debt (in each case, determined immediately before such consummation by a majority of the Incumbent Directors), (iii) no Person (other than any corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 30% or more of the then outstanding shares of voting stock of the parent corporation resulting from such Business Combination and (iv) a majority of the members of the board of directors of the parent corporation resulting from such Business Combination were Incumbent Directors of the Company immediately before consummation of such Business Combination; or

(d) Major Asset Dispositions : Consummation of a Major Asset Disposition unless, immediately following such Major Asset Disposition, (i) individuals and entities that were beneficial owners of the Outstanding Voting Stock immediately before such Major Asset Disposition beneficially own, directly or indirectly, more than 70% of the then outstanding shares of voting stock of the Company (if it continues to exist) and of the entity that acquires the largest portion of such assets (or the entity, if any, that owns a majority of the outstanding voting stock of such acquiring entity) and (ii) a majority of the members of the Board (if it continues to exist) and of the entity that acquires the largest portion of such assets (or the entity, if any, that owns a majority of the outstanding voting stock of such acquiring entity) were Incumbent Directors of the Company immediately before consummation of such Major Asset Disposition.

For purposes of this definition of “Change in Control”,

(1) “ Person ” means an individual, entity or group;

(2) “ group ” is used as it is defined for purposes of Section 13(d)(3) of the Exchange Act;

(3) “ beneficial owner ” is used as it is defined for purposes of Rule 13d-3 under the Exchange Act;

(4) “ Outstanding Voting Stock ” means outstanding voting securities of the Company entitled to vote generally in the election of directors; and any specified percentage or portion of the Outstanding Voting Stock (or of other voting stock) is determined based on the combined voting power of such securities;

(5) “ Incumbent Director ” means a director of the Company (x) who was a director of the Company on the Effective Date or (y) who becomes a director after such date and whose election, or nomination for election by the Company’s shareholders, was approved by a vote of a majority of the Incumbent Directors at the time of such election or nomination, except that any such director will not be deemed an Incumbent Director if his or her initial assumption of office occurs as a result of an actual or threatened election contest or other actual or threatened solicitation of proxies by or on behalf of a Person other than the Board;

(6) “ Business Combination ” means:

(x) a merger or consolidation involving the Company or its stock; or

(y) an acquisition by the Company, directly or through one or more subsidiaries, of another entity or its stock or assets.

(7) “ parent corporation resulting from a Business Combination ” means the Company if its stock is not acquired or converted in the Business Combination and otherwise means the entity which as a result of such Business Combination owns the Company or all or substantially all the Company’s assets either directly or through one or more subsidiaries; and

(8) “ Major Asset Disposition ” means the sale or other disposition in one transaction or a series of related transactions of 70% or more of the assets of the Company and its subsidiaries on a consolidated basis; and any specified percentage or portion of the assets of the Company will be based on fair market value, as determined by a majority of the Incumbent Directors.

However, in no event shall a Change in Control be deemed to have occurred under this Plan with respect to a Participant if the Participant is part of a purchasing group which consummates a transaction resulting in a Change in Control. A Participant shall be deemed “part of a purchasing group” for purposes of the preceding sentence if the Participant is an equity participant in the purchasing company or group (except for: (x) passive ownership of less than three percent (3%) of the stock of the purchasing company; or (y) ownership of equity participation in the purchasing company or group which is otherwise not significant, as determined prior to the Change in Control by a majority of the non-employee continuing directors).

2.10 “ Code ” means the Internal Revenue Code of 1986, as amended from time to time.

2.11 “ Committee ” means the Compensation Committee of the Board, or such other committee of the Board appointed by the Board to administer this Plan, as specified in Article 3 hereof.

2.12 “ Consultant ” means a natural person (qualifying as an “employee” for purposes of Form S-8) who is neither an Employee nor a Director and who performs services for the Company or a Subsidiary pursuant to a contract, provided that those services are not in connection with the offer or sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a market for the Company’s securities.

2.13 “ Covered Employee ” means a Participant who is, or is determined by the Committee to be likely to become, a “covered employee” within the meaning of Section 162(m) of the Code (or any successor provision).

2.14 “ Date of Grant ” means the date specified by the Committee on which a grant of Options, Appreciation Rights, Performance Shares, Performance Units, or other awards contemplated by Article 11 of this Plan, or a grant or sale of Restricted Shares, Restricted Stock Units, or other awards contemplated by Article 11 of this Plan, will become effective (which date will not be earlier than the date on which the Committee takes action with respect thereto).

2.15 “ Director ” means any individual who is a member of the Board of Directors; provided, however , that any member of the Board of Directors who is employed by the Company shall be considered an Employee under this Plan.

2.16 “ Disability ” means, unless otherwise set forth in an applicable Award Agreement by the Committee and as determined by the Committee in its sole discretion, a Participant’s inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months.

2.17 “ Economic Value Added ” means net operating profit after tax minus the product of capital and the cost of capital.

2.18 “ Effective Date ” shall mean June 1, 2015.

2.19 “ Employee ” means any person who is employed by the Company.

2.20 “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

2.21 “ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, as such law, rules and regulations may be amended from time to time.

2.22 “ Fair Market Value ” of a Share shall mean, as of a particular date, (a) if Shares are listed on a national securities exchange, the closing sales price per Share on the consolidated transaction reporting system for the principal national securities exchange on which Shares are listed on that date, or, if no such sale is so reported on that date, on the last preceding date on which such a sale was so reported, (b) if Shares are not so listed but are traded on an over-the-counter market, the mean between the closing bid and asked prices for Shares on that date, or, if there are no such quotations available for that date, on the last preceding date for which such quotations are available, as reported by the National Quotation Bureau Incorporated, or (c) if no Shares are publicly traded, a value determined in good faith by the Committee, provided that such value is in compliance with the fair market value pricing rules set forth in Section 409A of the Code.

2.23 “ Fiscal Year ” means the year commencing January 1 and ending December 31.

2.24 “ Free-Standing Appreciation Right ” means an Appreciation Right granted pursuant to Article 7 of this Plan that is not granted in tandem with an Option.

2.25 “ Incentive Stock Option ” or “ ISO ” means an Option to purchase Shares granted under Article 6 hereof and which is designated as an Incentive Stock Option and is intended to meet the requirements of Code Section 422, or any successor provision.

2.26 “ Nonqualified Stock Option ” or “ NQSO ” means an option to purchase Shares granted under Article 6 hereof and which is not an Incentive Stock Option.

2.27 “ Officer ” means an Employee of the Company included in the definition of “Officer” under Section 16 of the Exchange Act and rules and regulations promulgated thereunder or such other Employees who are designated as “Officers” by the Board.

2.28 “ Option ” means an Incentive Stock Option or a Nonqualified Stock Option.

2.29 “ Option Price ” means the price at which a Share may be purchased by a Participant pursuant to an Option, as determined by the Committee.

2.30 “ Participant ” means an eligible Officer, Director, Consultant or Employee who has been selected for participation in this Plan in accordance with Section 5.2.

2.31 “ Performance-Based Award ” means an Award (other than an Option) to a Covered Employee that is designed to qualify for the Performance-Based Exception.

2.32 “ Performance-Based Exception ” means the performance-based exception from the deductibility limitations of Section 162(m) of the Code.

2.33 “ Performance Period ” means, with respect to a Performance-Based Award, the period of time during which the performance goals specified in such Award must be met in order to determine the degree of payout and/or vesting with respect to that Performance-Based Award, and with respect to an Award that is not a Performance-Based Award, the period of time during which the performance goals specified in such Award must be met in order to determine the degree of payout and/or vesting with respect to such Award.

2.34 “ Performance Share ” means a bookkeeping entry that records the equivalent of one Share awarded pursuant to Article 9 of this Plan.

2.35 “ Performance Unit ” means a bookkeeping entry awarded pursuant to Article 9 of this Plan that records a unit equivalent to $1.00 or such other value as is determined by the Committee.

2.36 “ Period of Restriction ” means the period during which the transfer of Shares of Restricted Stock is limited in some way (based on the passage of time, the achievement of performance goals, or upon the occurrence of other events as determined by the Committee, in its sole discretion) as set forth in the related Award Agreement, and/or the Shares are subject to a substantial risk of forfeiture (within the meaning of Section 83 of the Code), as provided in Article 8 hereof.

2.37 “ Person ” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Section 13(d) and 14(d) thereof, including a “group” (as that term is used in Section 13(d)(3) thereof).

2.38 “ Restricted Stock ” means Shares granted or sold pursuant to Article 8 of this Plan as to which neither the substantial risk of forfeiture (within the meaning of Section 83 of the Code) nor the prohibition on transfers has expired.

2.39 “ Restricted Stock Unit ” or “ RSU ” means a contractual promise to distribute to a Participant one Share and/or cash equal to the Fair Market Value of one Share, determined in the sole discretion of the Committee, which shall be delivered to the Participant upon satisfaction of the vesting and any other requirements set forth in the related Award Agreement.

2.40 “ Retirement ” shall have the meaning ascribed to such term by the Committee, as set forth in the applicable Award Agreement.

2.41 “ Shareholder Approval Date ” means May 16, 2018.

2.42 “ Shares ” means the common stock, par value $0.01 per share, of the Company, or any security into which such common stock may be changed by reason of any transaction or event of the type referred to in Section 4.4.

2.43 “ Spread ” means the excess of the Fair Market Value per Share on the date when an Appreciation Right is exercised over the Option Price or Base Price provided for in the related Option or Free-Standing Appreciation Right, respectively.

2.44 “ Subsidiary ” means any corporation, partnership, joint venture, affiliate or other entity in which the Company has a majority voting interest; provided , however , that for purposes of determining whether any person may be a Participant for purposes of any grant of Incentive Stock Options, “Subsidiary” means any corporation in which at the time the Company owns or controls, directly or indirectly, more than 50 percent of the total combined voting power represented by all classes of stock issued by such corporation.

2.45 “ Tandem Appreciation Right ” means an Appreciation Right granted pursuant to Article 7 of this Plan that is granted in tandem with an Option.

2.46 “ Vesting Period ” means the period during which an Award granted hereunder is subject to a service or performance-related restriction, as set forth in the related Award Agreement.

ARTICLE 3

Administration

3.1 The Committee . This Plan shall be administered by the Committee, as constituted from time to time. The members of the Committee shall be appointed from time to time by, and shall serve at the discretion of, the Board of Directors. The Committee shall be composed of not less than three members of the Board, each of whom shall (a) meet all applicable independence requirements of the New York Stock Exchange, or if the Shares are not traded on the New York Stock Exchange, the principal national securities exchange on which the Shares are traded, (b) be a “non-employee director” within the meaning of Exchange Act Rule 16b-3 and (c) be an “outside director” within the meaning of Section 162(m) of the Code. The Committee may from time to time delegate all or any part of its authority under this Plan to any subcommittee thereof. To the extent of any such delegation, references in this Plan to the Committee will be deemed to be references to such subcommittee.

3.2 Authority of the Committee . Except as limited by law or by the Articles of Incorporation or By-Laws of the Company (each as amended from time to time), the Committee shall have full and exclusive power and authority to take all actions specifically contemplated by this Plan or that are necessary or appropriate in connection with the administration hereof and shall also have full and exclusive power and authority to interpret this Plan and to adopt such rules, regulations and guidelines for carrying out this Plan as the Committee may deem necessary or proper. The Committee shall have full power and sole discretion to: select Officers, Directors, Consultants and Employees who shall be granted Awards under this Plan; determine the sizes and types of Awards; determine the time when Awards are to be granted and any conditions that must be satisfied before an Award is

granted; determine the terms and conditions of Awards in a manner consistent with this Plan; determine whether the conditions for earning an Award have been met and whether a Performance-Based Award will be paid at the end of an applicable performance period; determine the guidelines and/or procedures for the payment or exercise of Awards; and determine whether a Performance-Based Award should qualify, regardless of its amount, as deductible in its entirety for federal income tax purposes, including whether a Performance-Based Award granted to an Officer should qualify as performance-based compensation. The Committee may, in its sole discretion, accelerate the vesting or exercisability of an Award, eliminate or make less restrictive any restrictions contained in an Award, waive any restriction or other provision of this Plan or any Award or otherwise amend or modify any Award in any manner that is either (a) not adverse to the Participant to whom such Award was granted or (b) consented to in writing by such Participant, and (c) consistent with the requirements of Section 12.2 and 12.3 hereof, and Section 409A and 162(m) of the Code, if applicable. The Committee may correct any defect or supply any omission or reconcile any inconsistency in this Plan or in any Award in the manner and to the extent the Committee deems necessary or desirable to further this Plan’s objectives. Further, the Committee shall make all other determinations that may be necessary or advisable for the administration of this Plan. As permitted by law and the terms of this Plan, the Committee may delegate its authority as identified herein.

3.3 Delegation of Authority . To the extent permitted under applicable law, the Committee may delegate to the Chief Executive Officer and to other senior officers of the Company its duties under this Plan pursuant to such conditions or limitations as the Committee may establish; provided , however , that (a) the Committee may not delegate any authority to grant Awards to a Director or an Employee who is an officer, director or more than 10% beneficial owner of any class of the Company’s equity securities that is registered pursuant to Section 12 of the Exchange Act, as determined by the Committee in accordance with Section 16 of the Exchange Act, or any person subject to Section 162(m) of the Code, (b) the resolution providing for such authorization to grant Awards sets forth the total number of Shares such officer(s) may grant and the terms of any Award that such officer(s) may grant, and (c) the officer(s) shall report periodically to the Committee regarding the nature and scope of the Awards granted pursuant to the authority delegated.

3.4 Decisions Binding . All interpretations, determinations and decisions made by the Committee pursuant to the provisions of this Plan, any Award Agreement and all related orders and resolutions of the Committee shall be final, conclusive and binding on all persons concerned, including the Company, its stockholders, Officers, Directors, Employees, Consultants, Participants and their estates and beneficiaries. No member of the Committee shall be liable for any such action or determination made in good faith. In addition, the Committee is authorized to take any action it determines in its sole discretion to be appropriate subject only to the express limitations contained in this Plan, and no authorization in any provision of this Plan is intended or may be deemed to constitute a limitation on the authority of the Committee.

3.5 Non-U.S. Participants . In order to facilitate the making of any grant or combination of grants under this Plan, the Committee may provide for such special terms for awards to Participants who are foreign nationals or who are employed by the Company or any Subsidiary outside of the United States of America or who provide services to the Company under an agreement with a foreign nation or agency, as the Committee may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. Moreover, the Committee may approve such supplements to or amendments, restatements or alternative versions of this Plan (including, without limitation, sub-plans) as it may consider necessary or appropriate for such purposes, without thereby affecting the terms of this Plan as in effect for any other purpose, and the Secretary or other appropriate officer of the Company may certify any such document as having been approved and adopted in the same manner as this Plan. No such special terms, supplements, amendments or restatements, however, will include any provisions that are inconsistent with the terms of this Plan as then in effect unless this Plan could have been amended to eliminate such inconsistency without further approval by the shareholders of the Company.

ARTICLE 4

Shares Subject to this Plan

4.1 Number of Shares Available for Grants of Awards . Subject to adjustment as provided in Section 4.4 hereof and the Share counting rules set forth in this Plan, there are reserved for Awards under this Plan 12,271,731 Shares. Shares subject to Awards under this Plan that are cancelled, forfeited, terminated or expire unexercised, are settled in cash, or are unearned, in whole or in part, shall immediately become available for the granting of Awards under this Plan to the extent of such cancellation, forfeiture, termination, expiration, cash settlement or unearned amount. Additionally, the Committee may from time to time adopt and observe such procedures concerning the counting of Shares against this Plan maximum as it may deem appropriate, provided that notwithstanding anything to the contrary contained herein, the following Shares will not be added to the aggregate number of Shares available for Awards under this Section 4.1: (a) Shares withheld by the Company, tendered or otherwise used in payment of the Option Price of an Option, (b) Shares withheld by the Company, tendered or otherwise used to satisfy a tax withholding obligation, (c) Shares subject to an Appreciation Right that are not actually issued in connection with its Shares settlement on

exercise thereof, and (d) Shares reacquired by the Company on the open market or otherwise using cash proceeds from the exercise of Options. The Shares reserved for issuance under this Section 4.1 may be Shares of original issuance or Shares held in treasury, or a combination thereof.

4.2 Limits on Grants in Any Fiscal Year . Subject to adjustment as provided in Section 4.4 and the other Share counting rules set forth in this Plan, the following rules (“Award Limitations”) shall apply to grants of Awards under this Plan (or otherwise with respect to Directors):

(a) Option and Appreciation Rights. The maximum aggregate number of Shares issuable pursuant to Awards of Options and/or Appreciation Rights that may be granted in any one Fiscal Year of the Company to any one Participant shall be 1,657,895.

(b) Restricted Stock and Restricted Stock Units. The maximum aggregate number of Shares subject to Performance-Based Awards of Restricted Stock and RSUs that may be granted in any one Fiscal Year to any one Participant shall be 1,657,895.

(c) Performance Shares. The maximum aggregate number of Shares subject to Performance-Based Awards of Performance Shares that may be granted in any one Fiscal Year to any one Participant shall be 1,657,895.

(d) Performance Units . The maximum aggregate cash payout with respect to Performance-Based Awards of Performance Units granted in any one Fiscal Year to any one Participant shall be $6,000,000, with such cash value determined as of the Date of Grant.

(e) Cash Incentive Awards. The maximum aggregate cash payout with respect to Performance-Based Awards of Cash Incentive Awards granted in any one Fiscal Year to any one Participant shall be $6,000,000.

(f) Other Awards. The maximum aggregate cash payout with respect to Performance-Based Awards of other awards payable in cash under Article 11 granted in any one Fiscal Year to any one Participant shall be $6,000,000, with such cash value determined as of the Date of Grant, and the maximum aggregate number of Shares subject to Performance-Based Awards of other awards payable in Shares under Article 11 granted in any one Fiscal Year to any one Participant shall be 1,657,895.

(g) Director Compensation . Subject to adjustment as described in Section 4.4, in no event will any Director in any one calendar year be granted compensation for such service having an aggregate maximum value (measured at the Date of Grant as applicable, and calculating the value of any Awards based on the grant date fair value for financial reporting purposes) in excess of $500,000.

4.3 Limit on Incentive Stock Options . Notwithstanding anything in this Article 4 or elsewhere in this Plan to the contrary and subject to adjustment as provided in Section 4.4, the maximum aggregate number of Shares actually issued pursuant to the exercise of Incentive Stock Options shall be 1,657,895.

4.4 Adjustments . The existence of outstanding Awards shall not affect in any manner the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the capital stock of the Company or its business or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference stock (whether or not such issue is prior to, on a parity with or junior to the Shares) or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business or any other corporate act or proceeding of any kind, whether or not of a character similar to that of the acts or proceedings enumerated above.

If there shall be any change in the Shares of the Company or the capitalization of the Company through merger, consolidation, reorganization, recapitalization, stock dividend, stock split, reverse stock split, split-up, spin-off, combination of shares, exchange of shares, partial or complete liquidation or other distribution of assets, issuance of rights or warrants to purchase securities, dividend in kind or other like change in capital structure or distribution (other than normal cash dividends) to stockholders of the Company, or any other corporate transaction or event having an effect similar to any of the foregoing, the Committee, in its sole discretion, in order to prevent dilution or enlargement of Participants’ rights under this Plan, shall adjust, in such manner as it deems equitable and that complies with Section 409A of the Code, as applicable, the number and kind of Shares that may be granted as Awards under this Plan, the number and kind of Shares subject to outstanding Awards, the exercise or other price applicable to outstanding Awards, the Award Limitations (to the extent that such adjustment would not cause any Option intended to qualify as an Incentive Stock Option to fail to so qualify), the Fair Market Value of the Shares, Cash Incentive Awards and other value determinations and other terms applicable to outstanding Awards; provided, however , that the number of Shares subject to

any Award shall always be a whole number. In the event of any such transaction or event, or in the event of a Change in Control, the Committee shall be authorized, in its sole discretion (but subject to compliance with Section 409A of the Code to the extent applicable), to: (a) grant or assume Awards by means of substitution of new Awards, as appropriate, for previously granted Awards or to assume previously granted Awards as part of such adjustment; (b) make provision, prior to the transaction, for the acceleration of the vesting and exercisability of, or lapse of restrictions with respect to, Awards and the termination of Options that remain unexercised at the time of such transaction; or (c) provide for the acceleration of the vesting and exercisability of Options and the cancellation thereof in exchange for such payment as the Committee, in its sole discretion, determines is a reasonable approximation of the value thereof. Moreover, in the event of any such transaction or event or in the event of a Change in Control, the Committee shall provide in substitution for any or all outstanding Awards under this Plan such alternative consideration (including cash), if any, as it, in good faith, shall determine to be equitable in the circumstances and shall require in connection therewith the surrender of all awards so replaced in a manner that complies with Section 409A of the Code. In addition, for each Option or Appreciation Right with an Option Price or Base Price greater than the consideration offered in connection with any such transaction or event or Change in Control, the Committee may in its discretion elect to cancel such Option or Appreciation Right without any payment to the person holding such Option or Appreciation Right. Notwithstanding the foregoing, any adjustment to the number specified in Section 4.3 in accordance with this Section 4.4 will be made only if and to the extent that such adjustment would not cause any Option intended to qualify as an ISO to fail to so qualify.

ARTICLE 5

Eligibility and Participation

5.1 Eligibility . Persons eligible to participate in this Plan include all Officers, Directors, Employees and Consultants, as determined in the sole discretion of the Committee.

5.2 Actual Participation . Subject to the provisions of this Plan, the Committee may, from time to time, select from all Officers, Directors, Employees and Consultants those persons to whom Awards shall be granted and shall determine the nature and amount of each Award. No Officer, Director, Employee or Consultant shall have the right to be selected for participation in this Plan, or, having been so selected, to be selected to receive a future award.

ARTICLE 6

Options

6.1 Grant of Options . Subject to the terms and provisions of this Plan, Options may be granted to Participants in such number, upon such terms, at any time, and from time to time, as shall be determined by the Committee; provided, however, that ISOs may be awarded only to Employees who meet the definition of “employees” under Section 3401(c) of the Code. Subject to the terms of this Plan, the Committee shall have discretion in determining the number of Shares subject to Options granted to each Participant.

6.2 Option Award Agreement . Each Option grant shall be evidenced by an Award Agreement that shall specify the Option Price, the duration of the Option, the number of Shares to which the Option pertains (subject to the limitations set forth in Article 4 of this Plan), and such other provisions as the Committee shall determine that are not inconsistent with the terms of this Plan. The Award Agreement also shall specify whether the Option is intended to be an ISO or an NQSO (provided that, in the absence of such specification, the Option shall be an NQSO).

6.3 Option Price . The Option Price for each grant of an Option under this Plan shall be as determined by the Committee; provided, however , that, subject to any subsequent adjustment that may be made pursuant to the provisions of Section ý4.4 hereof, the Option Price shall be not less than one hundred percent (100%) of the Fair Market Value of a Share on the Date of Grant (except with respect to awards under Article 22 of this Plan). Except as otherwise provided in Section ý4.4 hereof, without prior stockholder approval, no repricing of Options awarded under this Plan shall be permitted such that the terms of outstanding Options may not be amended to reduce the Option Price; further, except as otherwise provided in Section 4.4 hereof, without prior stockholder approval, Options may not be replaced or regranted through cancellation, in exchange for cash or other Awards, or if the effect of the replacement or regrant would be to reduce the Option Price of the Options or would constitute a repricing under generally accepted accounting principles in the United States (as applicable to the Company’s public reporting).

6.4 Duration of Options . Subject to any earlier expiration that may be effected pursuant to the provisions of Section ý4.4 hereof, each Option shall expire at such time as the Committee shall determine at the time of grant; provided, however , that an Option shall not be exercisable on or after the tenth (10th) anniversary date of its grant.

6.5 Exercise of Options . Options granted under this Plan shall be exercisable at such times and be subject to such restrictions and conditions as the Committee shall in each instance approve, which need not be the same for each grant or for each Participant, and may provide that such Options be exercisable early or continue to vest, including in the event of the retirement, death or disability of a Participant or in the event of a Change in Control. The exercise of an Option will result in the cancellation on a share-for-share basis of any Tandem Appreciation Right authorized under Article 7 of this Plan.

6.6 Payment . (a) Any Option granted under this Article 6 shall be exercised by the delivery of a notice of exercise to the Company in the manner prescribed in the related Award Agreement, setting forth the number of Shares with respect to which the Option is to be exercised, and either (i) accompanied by full payment of the Option Price for the Shares issuable on such exercise or (ii) exercised in a manner that is in accordance with applicable law and the “cashless exercise” procedures (if any) approved by the Committee involving a broker or dealer.

(b) The Option Price upon exercise of any Option shall be payable to the Company in full, subject to applicable law: (i) in cash or by check acceptable to the Company or by wire transfer of immediately available funds; (ii) by tendering previously acquired Shares owned by the Participants having a value at the time of exercise equal to the total Option Price; (iii) subject to any conditions or limitations established by the Committee, by the Company’s withholding of Shares otherwise issuable upon exercise of an Option pursuant to a “net exercise” arrangement; (iv) by a combination of such methods of payment; or (v) any other method approved by the Committee, in its sole discretion.

(c) Subject to any governing rules or regulations, as soon as practicable after receipt of a notification of exercise and full payment, the Company shall deliver to the Participant, in the Participant’s name, Share certificates in an appropriate amount based upon the number of Shares purchased under the Option.

6.7 Restrictions on Share Transferability . The Committee may impose such restrictions on any Shares acquired pursuant to the exercise of an Option granted under this Plan as it may deem advisable, including, without limitation, restrictions under applicable U.S. federal securities laws, under the requirements of any stock exchange or market upon which such Shares are then listed and/or traded, and under any blue sky or state securities laws applicable to such Shares.

6.8 Termination of Employment, Service or Directorship . Each Option Award Agreement shall set forth the extent to which the Participant shall have the right to exercise the Option following termination of the Participant’s employment, service or directorship with the Company and/or its Subsidiaries. Such provisions shall be determined in the sole discretion of the Committee, shall be included in each Award Agreement entered into with a Participant with respect to an Option Award, need not be uniform among all Options granted pursuant to this Article 6 and may reflect distinctions based on the reasons for termination.

6.9 Transferability of Options .

(a) Incentive Stock Options. No ISO granted under this Plan may be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Code or Title I of ERISA, or the regulations thereunder. Further, all ISOs granted to a Participant under this Plan shall be exercisable during his or her lifetime only by such Participant.

(b) Nonqualified Stock Options. Except as otherwise provided in a Participant’s Award Agreement, NQSOs granted under this Plan may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Code or Title I of ERISA, or the regulations thereunder. Further, except as otherwise provided in a Participant’s Award Agreement, all NQSOs granted to a Participant under this Plan shall be exercisable during his or her lifetime only by such Participant.

6.10 No Dividend Rights . Options granted under this Plan may not provide for any dividend or dividend equivalents thereon.

6.11 Deferred Payment . To the extent permitted by law, any grant may provide for deferred payment of the Option Price from the proceeds of sale through a bank or broker on a date satisfactory to the Company of some or all of the shares to which such exercise relates.

6.12 Performance Goals. Any grant of Options may specify performance goals that must be achieved as a condition to the exercise of such Options.

ARTICLE 7

Appreciation Rights

7.1 Grant of Appreciation Rights . Subject to the terms and provisions of this Plan, the Committee may, from time to time and upon such terms and conditions as it may determine, authorize the granting (a) to any Optionee, of Tandem Appreciation Rights in respect of Options granted hereunder, and (b) to any Participant, of Free-Standing Appreciation Rights. A Tandem Appreciation Right will be a right of the Optionee, exercisable by surrender of the related Option, to receive from the Company an amount determined by the Committee, which will be expressed as a percentage of the Spread (not exceeding 100 percent) at the time of exercise. Tandem Appreciation Rights may be granted at any time prior to the exercise or termination of the related Options; provided , however , that a Tandem Appreciation Right awarded in relation to an Incentive Stock Option must be granted concurrently with such Incentive Stock Option. A Free-Standing Appreciation Right will be a right of the Participant to receive from the Company an amount determined by the Committee, which will be expressed as a percentage of the Spread (not exceeding 100 percent) at the time of exercise.

7.2 Appreciation Rights Award Agreement . Each Appreciation Right grant shall be evidenced by an Award Agreement that shall specify the Base Price (if applicable), the duration of the Appreciation Right, identify the related Options (if applicable), and such other provisions as the Committee shall determine that are not inconsistent with the terms of this Plan.

7.3 Payment . Each grant of Appreciation Rights may specify that the amount payable on exercise of an Appreciation Right (a) will be paid by the Company in cash, Shares or any combination thereof and (b) may not exceed a maximum specified by the Committee at the Date of Grant.

7.4 Waiting Period and Exercisability. Any grant of Appreciation Rights may specify waiting periods before exercise and permissible exercise dates or periods. Furthermore, each grant may specify the period or periods of continuous service by the Participant with the Company or any Subsidiary that is necessary before the Appreciation Rights or installments thereof will become exercisable. Moreover, any grant of Appreciation Rights may provide that such Appreciation Rights be exercisable early or continue to vest, including in the event of the retirement, death or disability of a Participant or in the event of a Change in Control.

7.5 Performance Goals. Any grant of Appreciation Rights may specify performance goals that must be achieved as a condition of the exercise of such Appreciation Rights.

7.6 Termination of Employment, Service or Directorship . Each Appreciation Rights Award Agreement shall set forth the extent to which the Participant shall have the right to exercise the Appreciation Rights following termination of the Participant’s employment, service or directorship with the Company and/or its Subsidiaries. Such provisions shall be determined in the sole discretion of the Committee, shall be included in each Award Agreement entered into with a Participant with respect to an Appreciation Rights Award, need not be uniform among all Appreciation Rights granted pursuant to this Article 7 and may reflect distinctions based on the reasons for termination.

7.7 Tandem Appreciation Rights . Any grant of Tandem Appreciation Rights will provide that such Tandem Appreciation Rights may be exercised only at a time when the related Option is also exercisable and at a time when the Spread is positive, and by surrender of the related Option for cancellation. Successive grants of Tandem Appreciation Rights may be made to the same Participant regardless of whether any Tandem Appreciation Rights previously granted to the Participant remain unexercised.

7.8 No Dividend Rights . Appreciation Rights granted under this Plan may not provide for any dividends or dividend equivalents thereon.

7.9 Transferability . Except as otherwise provided in a Participant’s Award Agreement, Appreciation Rights granted under this Plan may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Code or Title I of ERISA, or the regulations thereunder. Further, except as otherwise provided in a Participant’s Award Agreement, all Appreciation Rights granted to a Participant under this Plan shall be exercisable during his or her lifetime only by such Participant.

7.10 Free-Standing Appreciation Rights . These terms apply only to Free-Standing Appreciation Rights:

(a) Base Price. Each grant will specify in respect of each Free-Standing Appreciation Right a Base Price, which (except with respect to awards under Article 22 of this Plan) may not be less than the Fair Market Value per Share on the Date of Grant. Except as otherwise provided in Section ý4.4 hereof, without prior stockholder approval, no repricing of Appreciation Rights awarded under this Plan shall be permitted such that the terms of outstanding Appreciation Rights may not be amended to reduce the Base Price; further, except as otherwise provided in Section 4.4 hereof, without prior stockholder approval, Appreciation Rights may not be replaced or regranted through cancellation, in exchange for cash or other Awards, or if the effect of the replacement or regrant would be to reduce the Base Price of the Appreciation Rights or would constitute a repricing under generally accepted accounting principles in the United States (as applicable to the Company’s public reporting).

(b) Duration . No Free-Standing Appreciation Right granted under this Plan may be exercised more than 10 years from the Date of Grant.

ARTICLE 8

Restricted Stock

8.1 Grant of Restricted Stock . Subject to the terms and provisions of this Plan, the Committee at any time, and from time to time, may grant or sell Shares as Restricted Stock (“Shares of Restricted Stock”) to Participants in such amounts as the Committee shall determine.

8.2 Restricted Stock Award Agreement . Each Award of Restricted Stock shall be evidenced by an Award Agreement that shall specify the Period of Restriction, the number of Shares of Restricted Stock granted or to be sold, and such other provisions as the Committee shall determine.

8.3 Transferability . Except as provided in the Participant’s related Award Agreement and/or this Article 8, the Shares of Restricted Stock granted or sold to a Participant under this Plan may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated until the end of the applicable Period of Restriction established by the Committee and specified in the related Award Agreement entered into with that Participant, or upon earlier satisfaction of any other conditions, as specified by the Committee in its sole discretion and set forth in the Award Agreement. During the applicable Period of Restriction, all rights with respect to the Restricted Stock granted to a Participant under this Plan shall be available during his or her lifetime only to such Participant. Any attempted assignment of Restricted Stock in violation of this Section 8.3 shall be null and void.

8.4 Other Restrictions . (a) The Committee may impose such other conditions and/or restrictions on any Shares of Restricted Stock granted pursuant to this Plan as it may deem advisable, including, without limitation, a requirement that Participants pay a stipulated purchase price for each Share of Restricted Stock, restrictions based upon the achievement of specific performance goals, time-based restrictions on vesting following the attainment of the performance goals and/or restrictions under applicable U.S. federal or state securities laws. Further, a grant or sale of Shares of Restricted Stock may provide for continued vesting or earlier termination of restrictions, including in the event of the retirement, death or disability of a Participant or in the event of a Change in Control; provided , that no such adjustment will be made in the case of a Performance-Based Award (other than in connection with the death or disability of the Participant or a Change in Control) where such action would result in the loss of the otherwise available exemption of the award under Section 162(m) of the Code.

(b) Unless otherwise directed by the Committee, (i) all certificates representing Shares of Restricted Stock will be held in custody by the Company until all restrictions thereon will have lapsed, together with a stock power or powers executed by the Participant in whose name such certificates are registered, endorsed in blank and covering such shares or (ii) all Shares of Restricted Stock will be held at the Company’s transfer agent in book entry form with appropriate restrictions relating to the transfer of such Shares of Restricted Stock.

8.5 Removal of Restrictions . Except as otherwise provided in this Article 8, Shares of Restricted Stock covered by each Restricted Stock Award made under this Plan shall become freely transferable by the Participant after all conditions and restrictions applicable to such Shares have been satisfied or have lapsed.

8.6 Voting Rights . To the extent permitted by the Committee or required by law, Participants holding Shares of Restricted Stock granted hereunder may exercise full voting rights with respect to those Shares during the applicable Period of Restriction.

8.7 Dividends . During the applicable Period of Restriction, Participants holding Shares of Restricted Stock granted or sold hereunder shall, unless the Committee otherwise determines, be credited with cash dividends paid with respect to the Shares, in a manner determined by the Committee in its sole discretion. The Committee may apply any restrictions to the dividends that it deems appropriate; provided , however , that dividends or other distributions on Shares of Restricted Stock will in all cases be deferred until and paid contingent upon the vesting of the Restricted Stock.

8.8 Termination of Employment, Service or Directorship . Each Restricted Stock Award Agreement shall set forth the extent to which the Participant shall have the right to receive unvested Shares of Restricted Stock following termination of the Participant’s employment, service or directorship with the Company and/or its Subsidiaries. Such provisions shall be determined in the sole discretion of the Committee, shall be included in each Award Agreement entered into with a Participant with respect to Shares of Restricted Stock, need not be uniform among all Shares of Restricted Stock granted pursuant to this Article 8 and may reflect distinctions based on the reasons for termination.

ARTICLE 9

Performance Units, Performance Shares and Cash Incentive Awards

9.1 Grant of Performance Units, Performance Shares and Cash Incentive Awards . Subject to the terms of this Plan, Performance Units, Performance Shares and Cash Incentive Awards may be granted to Participants in such amounts and upon such terms, and at any time and from time to time, as shall be determined by the Committee.

9.2 Award Agreement . Each Award of Performance Units, Performance Shares or Cash Incentive Award shall be evidenced by an Award Agreement that shall specify the Performance Period, the number of Performance Units or Performance Shares or amount of Cash Incentive Award granted, and such other provisions as the Committee shall determine. Further, the Performance Period may be subject to earlier lapse or modification, including in the event of retirement, death or disability of a Participant or in the event of a Change in Control; further provided , that no such adjustment will be made in the case of a Performance-Based Award (other than in connection with the death or disability of the Participant or a Change in Control) where such action would result in the loss of the otherwise available exemption of the award under Section 162(m) of the Code. In such event, the Award Agreement will specify the time and terms of delivery.

9.3 Value of Performance Units, Performance Shares and Cash Incentive Awards . Each Performance Unit shall have an initial value that is established by the Committee at the time of grant. Each Performance Share shall have an initial value equal to one hundred percent (100%) of the Fair Market Value of a Share on the date of grant. The Committee shall set performance goals in its discretion that, depending on the extent to which they are met, will determine the number and/or value of Performance Units, Performance Shares or Cash Incentive Awards which will be paid out to the Participant.

9.4 Form and Timing of Payment of Performance Units, Performance Shares and Cash Incentive Awards . Subject to the provisions of Article 13 hereof or as otherwise determined by the Committee in the Award Agreement, payment of earned Performance Units, Performance Shares or Cash Incentive Awards to a Participant shall be made no later than March 15 following the end of the calendar year in which such Performance Units, Performance Shares or Cash Incentive Awards vest, or as soon as administratively practicable thereafter if payment is delayed due to unforeseeable events. Subject to the terms of this Plan, the Committee, in its sole discretion, may pay earned Performance Units or Performance Shares in the form of cash or in Shares (or in a combination thereof) that have an aggregate Fair Market Value equal to the value of the earned Performance Units or Performance Shares at the close of the applicable Performance Period. Any Shares issued or transferred to a Participant for this purpose may be granted subject to any restrictions that are deemed appropriate by the Committee.

9.5 Termination of Employment, Service or Directorship . Each Award Agreement providing for a Performance Unit, Performance Share or Cash Incentive Award shall set forth the extent to which the Participant shall have the right to receive a payout of cash or Shares with respect to unvested Performance Units, Performance Shares or Cash Incentive Award following termination of the Participant’s employment, service or directorship with the Company and/or its Subsidiaries. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Award Agreement entered into with the Participant, need not be uniform among all Awards of Performance Units, Performance Shares or Cash Incentive Awards granted pursuant to this Article 9 and may reflect distinctions based on the reasons for termination.

9.6 Transferability . Except as otherwise provided in a Participant’s related Award Agreement, Performance Units, Performance Shares and Cash Incentive Awards may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Code or Title I of ERISA, or the regulations thereunder. Further, except as otherwise provided in a Participant’s

related Award Agreement, a Participant’s rights with respect to Performance Units, Performance Shares or Cash Incentive Awards granted to that Participant under this Plan shall be available during the Participant’s lifetime only to the Participant. Any attempted assignment of Performance Units, Performance Shares or Cash Incentive Award in violation of this Section 9.6 shall be null and void.

9.7 Voting Rights and Dividends . During the applicable Vesting Period, Participants holding Performance Units or Performance Shares shall not have voting rights with respect to the Shares underlying such units or shares. During the applicable Vesting Period, Participants holding Performance Units or Performance Shares granted hereunder shall, unless the Committee otherwise determines, be credited with dividend equivalents, in the form of cash or additional Performance Units or Performance Shares (as determined by the Committee in its sole discretion), if a cash dividend is paid with respect to the Shares. The extent to which dividend equivalents shall be credited shall be determined in the sole discretion of the Committee. Such dividend equivalents shall be subject to a Vesting Period equal to the remaining Vesting Period of the Performance Units or Performance Shares with respect to which the dividend equivalents are paid. Dividend equivalents credited with respect to Performance Units or Performance Shares that do not vest shall be forfeited.

ARTICLE 10

Restricted Stock Units

10.1 Grant of RSUs . Subject to the terms and provisions of this Plan, the Committee at any time, and from time to time, may grant or sell RSUs to eligible Participants in such amounts as the Committee shall determine.

10.2 RSU Award Agreement . Each RSU Award to a Participant shall be evidenced by an RSU Award Agreement entered into with that Participant, which shall specify the Vesting Period, the number of RSUs granted, the time and manner of payment for earned RSUs, and such other provisions as the Committee shall determine in its sole discretion. Further, any grant or sale of Restricted Stock Units may provide for continued vesting or the early termination of restrictions, including in the event of retirement, death or disability of a Participant or in the event of a Change of Control; further provided , that no award of Restricted Stock Units intended to be a Performance-Based Award will provide for such early lapse or modification of the Restriction Period (other than in connection with the death or disability of the Participant or a Change in Control) to the extent such provisions would cause such award to fail to be a Performance-Based Award.

10.3 Transferability . Except as provided in a Participant’s related Award Agreement, RSUs granted hereunder may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Code or Title I of ERISA, or the regulations thereunder. Further, except as otherwise provided in a Participant’s related Award Agreement, a Participant’s rights with respect to an RSU Award granted to that Participant under this Plan shall be available during his or her lifetime only to such Participant. Any attempted assignment of an RSU Award in violation of this Section 10.3 shall be null and void.

10.4 Form and Timing of Delivery . If a Participant’s RSU Award Agreement provides for payment in cash, payment equal to the Fair Market Value of the Shares underlying the RSU Award, calculated as of the last day of the applicable Vesting Period, shall be made in a single lump-sum payment. If a Participant’s RSU Award Agreement provides for payment in Shares, the Shares underlying the RSU Award shall be delivered to the Participant. Subject to the provisions of Article 13 hereof or as otherwise determined by the Committee in the Award Agreement, such payment of cash or Shares shall be made no later than March 15 following the end of the calendar year during which the RSU Award vests, or as soon as practicable thereafter if payment is delayed due to unforeseeable events. Such delivered Shares shall be freely transferable by the Participant.

10.5 Voting Rights and Dividends . During the applicable Vesting Period, Participants holding RSUs shall not have voting rights with respect to the Shares underlying such RSUs. During the applicable Vesting Period, Participants holding RSUs granted hereunder shall, unless the Committee otherwise determines, be credited with dividend equivalents, in the form of cash or additional RSUs (as determined by the Committee in its sole discretion), if a cash dividend is paid with respect to the Shares. The extent to which dividend equivalents shall be credited shall be determined in the sole discretion of the Committee. Such dividend equivalents shall be subject to a Vesting Period equal to the remaining Vesting Period of the RSUs with respect to which the dividend equivalents are paid. Dividend equivalents credited with respect to RSUs that do not vest shall be forfeited.

10.6 Termination of Employment, Service or Directorship . Each RSU Award Agreement shall set forth the extent to which the applicable Participant shall have the right to receive a payout of cash or Shares with respect to unvested RSUs following termination of the Participant’s employment, service or directorship with the Company and/or its Subsidiaries. Such provisions shall be determined in the sole discretion of the Committee, shall be included in each Award Agreement entered into

with a Participant with respect to RSUs, need not be uniform among all RSUs granted pursuant to this Article 10 and may reflect distinctions based on the reasons for termination.

ARTICLE 11

Other Awards

11.1 Grant of Other Awards. Subject to applicable law and the limits set forth in Article 4 of this Plan, the Committee may grant to any Participant such other awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Shares or factors that may influence the value of such shares, including, without limitation, convertible or exchangeable debt securities, other rights convertible or exchangeable into Shares, purchase rights for Shares, awards with value and payment contingent upon performance of the Company or specified Subsidiaries, affiliates or other business units thereof or any other factors designated by the Committee, and awards valued by reference to the book value of the Shares or the value of securities of, or the performance of specified Subsidiaries or affiliates or other business units of the Company. The Committee will determine the terms and conditions of such awards. Shares delivered pursuant to an award in the nature of a purchase right granted under this Article 11 will be purchased for such consideration, paid for at such time, by such methods, and in such forms, including, without limitation, Shares, other awards, notes or other property, as the Committee determines.

11.2 Tandem Awards . Cash awards, as an element of, or supplement to, any other award granted under this Plan, may also be granted pursuant to this Article 11.

11.3 Shares as Bonus. The Committee may grant Shares as a bonus, or may grant other awards in lieu of obligations of the Company or a Subsidiary to pay cash or deliver other property under this Plan or under other plans or compensatory arrangements, subject to such terms as will be determined by the Committee in a manner that complies with Section 409A of the Code.

11.4 Early Terminations . Any grant of an award under this Article 11 may provide for continued vesting or the early vesting or termination of restrictions, including in the event of retirement, death or disability of a Participant or in the event of a Change in Control; further provided , that no award granted under this Article 11 that is intended to be a Performance-Based Award will provide for such early lapse or modification (other than in connection with the death or disability of the Participant or a Change in Control) to the extent such provisions would cause such award to fail to be a Performance-Based Award. In such event, the Award Agreement will specify the time and terms of delivery.

11.4 Dividends and Dividend Equivalents . The Committee may, at or after the Date of Grant, authorize the payment of dividends or dividend equivalents on Awards granted under this Article 11 on a deferred and contingent basis, either in cash or in additional Shares; provided , however , that dividend equivalents or other distributions on Shares underlying Awards granted under this Article 11 will be deferred until and paid contingent upon the earning of such Awards.

ARTICLE 12

Performance Measures

12.1 Performance Measures . Unless and until the Committee proposes and stockholders approve a change in the general performance measures set forth in this Article 12, the attainment of which may determine the degree of payout and/or vesting with respect to Awards to Covered Employees which are designed to qualify for the Performance-Based Exception, the performance measure(s) to be used for purposes of such Performance-Based Awards shall be chosen from among the following alternatives (including relative or growth achievement regarding such alternatives): (a) Cash Flow (including operating cash flow and free cash flow); (b) Cash Flow Return on Capital; (c) Cash Flow Return on Assets; (d) Cash Flow Return on Equity; (e) Net Income; (f) Return on Capital; (g) Return on Invested Capital; (h) Return on Assets; (i) Return on Equity; (j) Share Price; (k) Earnings Per Share (basic or diluted); (l) Earnings Before Interest and Taxes; (m) Earnings Before Interest, Taxes, Depreciation and Amortization; (n) Total and Relative Shareholder Return; (o) Operating Income; (p) Return on Net Assets; (q) Gross or Operating Margins; (r) Safety; and (s) Economic Value Added or EVA.

Subject to the terms of this Plan, each of these measures may be described in terms of Company-wide objectives or objectives that are related to the performance of the individual Participant or of one or more of the Subsidiaries, divisions, departments, regions, functions or other organizational units within the Company or its Subsidiaries. Each of these measures may be made relative to the performance of other companies or subsidiaries, divisions, departments, regions, functions or other organizational units within such other companies, and may be made relative to an index or one or more of the performance objectives themselves.

Furthermore, in the case of a Performance-Based Award, each performance measure will be objectively determinable to the extent required under Section 162(m) of the Code, and, unless otherwise determined by the Committee and to the extent consistent with Section 162(m) of the Code, may include or exclude specified research and development expenses, acquisition costs, operating expenses from acquired businesses or corporate transactions, and such other unusual or infrequent items as defined by the Committee in its sole discretion and as identified on the Date of Grant.

12.2 Adjustments . The Committee shall have the sole discretion to adjust determinations of the degree of attainment of the pre-established performance goals; provided , however , that, except in connection with a Change in Control, a Performance-Based Award may not be adjusted in a manner that would result in the Award no longer qualifying for the Performance-Based Exception. The Committee shall retain the discretion to adjust such Awards downward.

12.3 Compliance with Code Section 162(m) . In the event that applicable tax and/or securities laws or regulations change to permit Committee discretion to alter the governing performance measures without obtaining stockholder approval of such changes, the Committee shall have sole discretion to make such changes without obtaining stockholder approval; provided that after such change or changes the Award continues to qualify for the Performance-Based Exception. In addition, in the event that the Committee determines that it is advisable to grant Awards that will not qualify for the Performance-Based Exception, the Committee may make such grants without satisfying the requirements of Section 162(m) of the Code and the regulations issued thereunder. Any performance-based Awards granted to Officers or Directors that are not intended to qualify as qualified performance-based compensation under Section 162(m) of the Code shall be based on achievement of such performance measure(s) and be subject to such terms, conditions and restrictions as the Committee shall determine.

ARTICLE 13

Deferrals

The Committee may, in its sole discretion, permit selected Participants to elect to defer payment of some or all types of Awards, or may provide for the deferral of an Award in an Award Agreement; provided , however , that the timing of any such election and payment of any such deferral shall be specified in the Award Agreement and shall conform to the requirements of Section 409A(a)(2), (3) and (4) of the Code and the regulations and rulings issued thereunder. Any deferred payment, whether elected by a Participant or specified in an Award Agreement or by the Committee, may be forfeited if and to the extent that the applicable Award Agreement so provides.

ARTICLE 14

Rights of Employees, Directors and Consultants

14.1 Employment or Service . Nothing in this Plan shall interfere with or limit in any way the right of the Company to terminate any Participant’s employment or service at any time, nor confer upon any Participant any right to continue in the employ or service of the Company.

14.2 No Contract of Employment . Neither an Award nor any benefits arising under this Plan shall constitute part of a Participant’s employment contract with the Company or any Subsidiary, and accordingly, subject to the provisions of Article 16 hereof, this Plan and the benefits hereunder may be terminated at any time in the sole and exclusive discretion of the Board without giving rise to liability on the part of the Company or any Subsidiary for severance payments.

14.3 Transfers Between Participating Entities . For purposes of this Plan, a transfer of a Participant’s employment between the Company and a Subsidiary, or between Subsidiaries, shall not be deemed to be a termination of employment. Upon such a transfer, subject to the terms of this Plan, the Committee may make such adjustments to outstanding Awards as it deems appropriate to reflect the change in reporting relationships.

ARTICLE 15

Change in Control

The treatment of outstanding Awards upon the occurrence of a Change in Control, unless otherwise specifically prohibited under applicable laws, or by the rules and regulations of any governing governmental agencies or national securities exchanges, shall be determined in the sole discretion of the Committee in accordance with the terms of this Plan and shall be described in the Award Agreements and need not be uniform among all Participants or Awards granted pursuant to this Plan.

ARTICLE 16

Amendment, Modification and Termination

16.1 Amendment, Modification, and Termination . The Board may at any time and from time to time, alter, amend, suspend or terminate this Plan in whole or in part; provided, however, if an amendment to the Plan, for purposes of applicable stock exchange rules and except as permitted under Section 4.4 of this Plan, (a) would materially increase the benefits accruing to Participants under the Plan, (b) would materially increase the number of securities which may be issued under the Plan, (c) would materially modify the requirements for participation in the Plan or (d) must otherwise be approved by the stockholders of the Company in order to comply with applicable law or the rules of the New York Stock Exchange or, if the Shares are not traded on the New York Stock Exchange, the principal national securities exchange upon which the Shares are traded or quoted, all as determined by the Board, then such amendment will be subject to stockholder approval and will not be effective unless and until such approval has been obtained. No amendment or alteration that would adversely affect the rights of any Participant under any Award previously granted to such Participant shall be made without the consent of such Participant. Notwithstanding anything in this Plan to the contrary, Participant consent shall not be required for any amendment to Article 20 hereof or otherwise that is deemed necessary or appropriate by the Company to ensure compliance with Section 409A of the Code, the Dodd-Frank Wall Street Reform and Consumer Protection Act or Section 10D of the Exchange Act, or any rules or regulations promulgated thereunder.

16.2 Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events . If permitted by Section 409A of the Code and Section 162(m) of the Code and subject to Sections 4.4, 6.3 and 7.10(a) of this Plan, the Committee may make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including, without limitation, the events described in Section 4.4 hereof) affecting the Company or the financial statements of the Company or in recognition of changes in applicable laws, regulations or accounting principles, whenever the Committee determines that such adjustments are appropriate.

ARTICLE 17

Withholding

The Company shall have the right to deduct applicable taxes from any Award payment and withhold, at the time of delivery or vesting of cash or Shares under this Plan, or at the time applicable law otherwise requires, an appropriate amount of cash or number of Shares or a combination thereof for payment of taxes required by law or to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for withholding of such taxes. The Committee may permit withholding to be satisfied by the transfer to the Company of Shares theretofore owned by the holder of the Award with respect to which withholding is required. If Shares are used to satisfy tax withholding, such Shares shall be valued at their fair market value on the date when the tax withholding is required to be made and the value withheld shall not exceed the minimum amount of taxes required to be withheld.

ARTICLE 18

Indemnification

Each person who is or shall have been a member of the Committee, or of the Board, or an officer of the Company to whom the Committee has delegated authority in accordance with Article 3 hereof, shall be indemnified and held harmless by the Company against and from: (a) any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under this Plan, except for any such action or failure to act that constitutes willful misconduct on the part of such person or as to which any applicable statute prohibits the Company from providing indemnification; and (b) any and all amounts paid by him or her in settlement of any claim, action, suit or proceeding as to which indemnification is provided pursuant to clause (a) of this sentence, with the Company’s approval, or paid by him or her in satisfaction of any judgment or award in any such action, suit or proceeding against him or her, provided he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall be in addition to any other rights of indemnification to which such persons may be entitled under the Company’s Articles of Incorporation or By-Laws (each, as amended from time to time), as a matter of law, or otherwise.

ARTICLE 19

Successors

All obligations of the Company under this Plan with respect to Awards granted hereunder shall be binding on any successor to the Company, whether the existence of such successor is the direct or indirect result of a merger, consolidation, purchase of all or substantially all of the business and/or assets of the Company or other transaction.

ARTICLE 20

Clawback Provisions

Any Award Agreement may reference a clawback policy of the Company or provide for the cancellation or forfeiture of an Award or the forfeiture and repayment to the Company of any gain related to an Award, or other provisions intended to have a similar effect, upon such terms and conditions as may be determined by the Committee from time to time, if a Participant, either during employment or service with the Company or its Subsidiaries, or within a specified period after termination of such employment or service, shall engage in any detrimental activity (as described in the applicable Award Agreement or such clawback policy). In addition, notwithstanding anything in this Plan to the contrary, any Award Agreement or such clawback policy may also provide for the cancellation or forfeiture of an Award or the forfeiture and repayment to the Company of any Shares issued under and/or any other benefit related to an Award, or other provisions intended to have a similar effect, upon such terms and conditions as may be required by the Committee or under Section 10D of the Exchange Act and any applicable rules or regulations promulgated by the Securities and Exchange Commission or any national securities exchange or national securities association on which the Shares may be traded.

ARTICLE 21

General Provisions

21.1 Restrictions and Legends . No Shares or other form of payment shall be issued or transferred with respect to any Award unless the Company shall be satisfied that such issuance or transfer will be in compliance with applicable U.S. federal and state securities laws. The Committee may require each person receiving Shares pursuant to an Award under this Plan to represent to and agree with the Company in writing that the Participant is acquiring the Shares for investment without a view to distribution thereof. Any certificates evidencing Shares delivered under this Plan (to the extent that such Shares are so evidenced) may be subject to such stop-transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any securities exchange or transaction reporting system upon which the Shares are then listed or to which they are admitted for quotation and any applicable U.S. federal or state securities law. In addition to any other legend required by this Plan, any certificates for such Shares may include any legend that the Committee deems appropriate to reflect any restrictions on transfer of such Shares.

21.2 Gender and Number . Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine, the plural shall include the singular and the singular shall include the plural.

21.3 Severability . If any provision of this Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of this Plan, and this Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

21.4 Requirements of Law . The granting of Awards and the issuance of Shares under this Plan shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

21.5 Uncertificated Shares . To the extent that this Plan provides for issuance of certificates to reflect the transfer of Shares, the transfer of such Shares may be effected on a noncertificated basis, to the extent not prohibited by applicable law or the rules of any stock exchange or transaction reporting system on which the Shares are listed or to which the Shares are admitted for quotation.

21.6 Unfunded Plan . Insofar as this Plan provides for Awards of cash, Shares or rights thereto, it will be unfunded. Although the Company may establish bookkeeping accounts with respect to Participants who are entitled to cash, Shares or rights thereto under this Plan, it will use any such accounts merely as a bookkeeping convenience. Participants shall have no right, title or interest whatsoever in or to any investments that the Company may make to aid it in meeting its obligations under this Plan.

Nothing contained in this Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Company and any Participant, beneficiary, legal representative or any other person. To the extent that any person acquires a right to receive payments from the Company under this Plan, such right shall be no greater than the right of an unsecured general creditor of the Company. All payments to be made hereunder shall be paid from the general funds of the Company and no special or separate fund shall be established and no segregation of assets shall be made to assure payment of such amounts, except as expressly set forth in this Plan. This Plan is not intended to be subject to ERISA.

21.7 No Fractional Shares . No fractional Shares shall be issued or delivered pursuant to this Plan or any Award. The Committee shall determine whether cash, Awards or other property shall be delivered or paid in lieu of fractional Shares or whether such fractional Shares or any rights thereto shall be forfeited or otherwise eliminated.

21.8 Governing Law . This Plan and all determinations made and actions taken pursuant hereto, to the extent not otherwise governed by mandatory provisions of the Code or the securities laws of the United States, will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any conflicts of laws provisions thereof that would result in the application of the laws of any other jurisdiction.

21.9 Compliance with Code Section 409A . (a) To the extent applicable, it is intended that this Plan and any grant made hereunder comply with or be exempt from the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the Participants. This Plan and any grants made hereunder shall be administered and interpreted in a manner consistent with this intent. Any reference in this Plan to Section 409A of the Code will also include any regulations or any other formal guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.

(b) Neither a Participant nor any of a Participant’s creditors or beneficiaries will have the right to subject any deferred compensation (within the meaning of Section 409A of the Code) payable under this Plan and grants hereunder to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A of the Code, any deferred compensation (within the meaning of Section 409A of the Code) payable to a Participant or for a Participant’s benefit under this Plan and grants hereunder may not be reduced by, or offset against, any amount owing by a Participant to the Company or any of its Subsidiaries.

(c) If, at the time of a Participant’s separation from service (within the meaning of Section 409A of the Code), (i) the Participant will be a specified employee (within the meaning of Section 409A of the Code and using the identification methodology selected by the Company from time to time) and (ii) the Company makes a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A of the Code) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A of the Code in order to avoid taxes or penalties under Section 409A of the Code, then the Company will not pay such amount on the otherwise scheduled payment date but will instead pay it, without interest, on the first business day of the seventh month after such separation from service.

(d) Solely with respect to any Award that constitutes nonqualified deferred compensation subject to Section 409A of the Code and that is payable on account of a Change in Control (including any installments or stream of payments that are accelerated on account of a Change in Control), a Change in Control shall occur only if such event also constitutes a “change in the ownership,” “change in effective control,” and/or a “change in the ownership of a substantial portion of assets” of the Company as those terms are defined under Treasury Regulation §1.409A-3(i)(5), but only to the extent necessary to establish a time and form of payment that complies with Section 409A of the Code, without altering the definition of Change in Control for any purpose in respect of such Award.

(e) Notwithstanding any provision of this Plan and grants hereunder to the contrary, in light of the uncertainty with respect to the proper application of Section 409A of the Code, the Company reserves the right to make amendments to this Plan and grants hereunder as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A of the Code. In any case, a Participant will be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on a Participant or for a Participant’s account in connection with this Plan and grants hereunder (including any taxes and penalties under Section 409A of the Code), and neither the Company nor any of its affiliates will have any obligation to indemnify or otherwise hold a Participant harmless from any or all of such taxes or penalties.

21.10 Incentive Stock Option Compliance . To the extent any provision of this Plan would prevent any ISO that was intended to qualify as an ISO from qualifying as such, that provision will be null and void with respect to such ISO. Such provision, however, will remain in effect for other Options and there will be no further effect on any provision of this Plan.

ARTICLE 22

Stock-Based Awards in Substitution for Options or Awards Granted by Other Company

Notwithstanding anything in this Plan to the contrary:

(a) Awards may be granted under this Plan in substitution for or in conversion of, or in connection with an assumption of, stock options, stock appreciation rights, restricted stock, restricted stock units or other stock or stock-based awards held by awardees of an entity engaging in a corporate acquisition or merger transaction with the Company or any Subsidiary. Any conversion, substitution or assumption will be effective as of the close of the merger or acquisition, and, to the extent applicable, will be conducted in a manner that complies with Section 409A of the Code. The awards so granted may reflect the original terms of the awards being assumed or substituted or converted for and need not comply with other specific terms of this Plan, and may account for Shares substituted for the securities covered by the original awards and the number of shares subject to the original awards, as well as any exercise or purchase prices applicable to the original awards, adjusted to account for differences in stock prices in connection with the transaction.

(b) In the event that a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary merges has shares available under a pre-existing plan previously approved by stockholders and not adopted in contemplation of such acquisition or merger, the shares available for grant pursuant to the terms of such plan (as adjusted, to the extent appropriate, to reflect such acquisition or merger) may be used for awards made after such acquisition or merger under the Plan; provided , however , that awards using such available shares may not be made after the date awards or grants could have been made under the terms of the pre-existing plan absent the acquisition or merger, and may only be made to individuals who were not employees or directors of the Company or any Subsidiary prior to such acquisition or merger.

(c) Any Shares that are issued or transferred by, or that are subject to any awards that are granted by, or become obligations of, the Company under Sections 22(a) or 22(b) above will not reduce the Shares available for issuance or transfer under the Plan or otherwise count against the limits contained in Article 4 of the Plan. In addition, no Shares that are issued or transferred by, or that are subject to any awards that are granted by, or become obligations of, the Company under Sections 22(a) or 22(b) above will be added to the aggregate plan limit contained in Article 4 of the Plan.

Exhibit 10.47

AMENDMENT NO. 13 TO CREDIT AGREEMENT

This AMENDMENT NO. 13 TO CREDIT AGREEMENT (this “ Amendment ”), dated as of December 19, 2018, is among BABCOCK & WILCOX ENTERPRISES, INC ., a Delaware corporation (the “ Borrower ”), BANK OF AMERICA, N.A ., in its capacity as administrative agent for the Lenders (as defined in the Credit Agreement described below) (in such capacity, the “ Administrative Agent ”), and each of the Lenders party hereto, and, for purposes of Sections 1 , 2 , 5 and 6 hereof, acknowledged and agreed by certain Subsidiaries of the Borrower, as Guarantors.

W I T N E S S E T H:

WHEREAS , the Borrower, the Administrative Agent and the Lenders have entered into that certain Credit Agreement, dated as of May 11, 2015 (as amended by Amendment No. 1 to Credit Agreement, dated as of June 10, 2016, Amendment No. 2 to Credit Agreement, dated as of February 24, 2017, Amendment No. 3 to Credit Agreement, dated as of August 9, 2017, Amendment No. 4 to Credit Agreement, dated as of September 20, 2017, Amendment No. 5 to Credit Agreement, dated as of March 1, 2018, Amendment No. 6 to Credit Agreement, dated as of April 10, 2018, Consent and Amendment No. 7 to Credit Agreement, dated as of June 1, 2018, Amendment No. 8 to Credit Agreement, dated as of August 9, 2018, Amendment No. 9 and Consent to Credit Agreement, dated as of September 14, 2018, Amendment No. 10 to the Credit Agreement, dated as of September 28, 2018, Amendment No. 11 to the Credit Agreement, dated as of October 4, 2018, Amendment No. 12 to the Credit Agreement, dated as of October 31, 2018, and from time to time further amended, supplemented, restated, amended and restated or otherwise modified, the “ Credit Agreement ”; capitalized terms used in this Amendment not otherwise defined herein shall have the respective meanings given thereto in the Credit Agreement (as amended hereby), pursuant to which the Revolving Credit Lenders have provided a revolving credit facility to the Borrower and the Term Loan Lender has provided a term loan facility to the Borrower; and

WHEREAS , the Borrower has requested that the Administrative Agent and the Required Lenders agree to, among other items, (1) increase the permitted amount of recognized and accounted for costs, expenses, losses and/or reductions in Consolidated Net Income experienced in connection with the Vølund Projects to $30,000,000 and (2) extend certain Vølund Project milestones, and the Lenders signatory hereto are willing to consent to effect such amendments on the terms and conditions contained in this Amendment;

NOW , THEREFORE , in consideration of the premises and further valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:


1.	Amendments to the Credit Agreement.

The Credit Agreement is, effective as of the Amendment No. 13 Effective Date (as defined below), hereby amended as follows:


(a)	Section 1.01 ( Defined Terms ) of the Credit Agreement shall be amended by inserting the following new definitions in the appropriate alphabetical order in Section 1.01:

“ Amendment No. 13 ” means that certain Amendment No. 13, dated as of the date of the Amendment No. 13 Effective Date, by and among the Borrower, the Administrative Agent and the Lenders party thereto, and acknowledged and agreed by the Guarantors.

“ Amendment No. 13 Effective Date ” means December 19, 2018, the date on which the conditions precedent to the effectiveness of Amendment No. 13 were satisfied.


(b)	Section 6.34 ( Completion of Vølund Project Milestones ) of the Credit Agreement shall be amended and restated in its entirety as follows:

6.34 Completion of Vølund Project Milestones . The Borrower shall complete the specified milestones for each of the Vølund Projects in accordance with the schedule set forth on Exhibit A to Amendment No. 13.


(c)	Article VII ( Negative Covenants ) shall be amended to insert the following as a new negative covenant:

7.21 Use of Vølund Projects Letters of Credit . The Borrower shall not, and shall not permit any of its Subsidiaries to, use any Letter of Credit issued on account of any Vølund Project for any purpose other than credit support for the underlying insurance guaranties supported by such Letter of Credit and in existence on the Amendment No. 13 Effective Date without the consent of the Required Lenders.


(d)	Section 7.19 ( Additional Charges ) of the Credit Agreement shall be amended by inserting the text underlined below and deleting the text stricken below to read in its entirety as follows:

Commencing with the quarter ending September 30, 2018, the Borrower shall not permit the actual recognized and accounted for costs, expenses, losses and/or reductions in Consolidated Net Income (exclusive of any recognized foreign exchange losses resulting from the impact of foreign currency changes on the valuation of liabilities in connection with the Vølund Projects disclosed in writing and acceptable to the Administrative Agent) experienced in connection with the Vølund Projects contracts with the counterparties listed on Exhibit B to Amendment No. 5 to exceed $ 30,000,000 25,000,000 , net of, (x) to the extent such amounts are included in Consolidated Net Income, the dollar amounts of any Customer Concessions, recognized and accounted for contractual bonuses, liquidated damages relief, insurance recoveries, legal settlements, any other customer or vendor recoveries and other similar items in connection with the Vølund Projects, provided that any amounts that are netted against such costs, expenses, losses and/or reductions may not be used to satisfy the requirement set forth in Section 6.38 , and (y) the net cash proceeds received by the Borrower after the Amendment No. 13 Effective Date on account of the issuance of Stock and Stock Equivalents of the Borrower, provided that there may be no obligation to purchase, redeem, retire, defease or otherwise acquire for value any such Stock or Stock Equivalent .


2.	Additional Agreements and Acknowledgments

(a)

The Borrower agrees to pay, or cause to be paid, to the Administrative Agent, for the account of each Revolving Credit Lender who consented to this Amendment by executing and delivering to the Administrative Agent a signature page hereto prior to the Amendment No. 13 Effective Date, an amendment fee equal to 60 basis points (.60%) of the portion of the Revolving Credit Facility held by such Revolving Credit Lender as of the Amendment No. 13 Effective Date payable in immediately available funds upon the Amendment No. 13 Effective Date (the “ Amendment Fees ”).

(b)

The Borrower agrees that, (i) prior to February 28, 2019, it shall have commenced a process to refinance the Obligations with respect to the Revolving Credit Facility (the “ Refinancing ”) with an investment bank reasonably satisfactory to the Administrative Agent (the “ Investment Banker ”), and (ii) it shall cause the Investment Banker to (x) be available to the Administrative Agent and the Administrative Agent’s advisors, including FTI, in each case as commercially reasonable, and (y) present a monthly written update to the Administrative Agent and the Lenders on progress achieved with respect to the Refinancing and answer related questions of the Administrative Agent and the Lenders.

(c)

The Borrower, the Administrative Agent, and the Required Lenders reaffirm their agreement to negotiate in good faith modifications to (i) clause (e) of Section 7.03 ( Investments ) to limit the amount of Investments made by any Loan Party in any Foreign Subsidiary and (ii) clause (h) of Section 7.04 ( Asset Sales ), clause (b) of Section 7.05 ( Restricted Payments ), and clauses (a) and (b) of Section 7.06 ( Fundamental Changes ) to limit certain transactions with Foreign Security Providers. The Borrower reaffirms that the Borrower shall not, and shall cause its Subsidiaries not to, engage in any transactions with respect to its Foreign Subsidiaries outside of the ordinary course of business or outside of past practice prior to the effectiveness of such modifications, except as may be explicitly required by the Credit Agreement (as amended hereby).


(d)	The Borrower and the other Loan Parties each acknowledge and agree that the breach or failure to comply in any respect with the terms and conditions of this Section 2 shall constitute an immediate Event of Default under Section 8.01 of the Credit Agreement.


3.	Effectiveness; Conditions Precedent.

The amendments contained herein shall only be effective upon the satisfaction or waiver of each of the following conditions precedent (the date of satisfaction or waiver, the “ Amendment No. 13 Effective Date ”):


(a)	the Administrative Agent shall have received each of the following documents or instruments in form and substance acceptable to the Administrative Agent:


(i)	counterparts of this Amendment executed by the Loan Parties, the Administrative Agent, and the Required Lenders;

(ii)

a certificate of the chief financial officer or treasurer of the Borrower certifying that as of the Amendment No. 13 Effective Date (A) all of the representations and warranties in this Amendment are true and correct in all material respects (or, to the extent any such representation and warranty is modified by a materiality or Material Adverse Effect standard, in all respects) as of such date (except to the extent that such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, to the extent any such representation and warranty is modified by a materiality or Material Adverse Effect standard, in all respects) as of such earlier date), (B) no Default shall exist on, or would result from the occurrence of, the Amendment No. 13 Effective Date and (C) that since December 31, 2017, there have not occurred any facts, circumstances, changes, developments or events which, individually or in the aggregate, have constituted or would reasonably be expected to result in, a Material Adverse Effect; and


(iii)	a solvency certificate, executed by a Responsible Officer of the Borrower in form and substance reasonably acceptable to the Administrative Agent, which, among other things, shall certify that the Borrower will be Solvent as of the date hereof.

(b)

without prejudice to, or limiting the Borrower’s obligations under, Section 10.04 ( Expenses; Indemnity; Damage Waiver ) of the Credit Agreement, all outstanding fees, costs and expenses due to the Administrative Agent and the Revolving Credit Lenders, including on account of Freshfields Bruckhaus Deringer US LLP and FTI, shall have been paid in full to the extent that the Borrower has received an invoice therefor (with reasonable and customary supporting documentation) at least two Business Days prior to the Amendment No. 13 Effective Date (without prejudice to any post-closing settlement of such fees, costs and expenses to the extent not so invoiced); and


(c)	each of the representations and warranties made by the Borrower in Section 4 hereof shall be true and correct; and


(d)	the Administrative Agent shall have received on account of each Revolving Credit Lender that consents to this Amendment, the Amendment Fees.

The Administrative Agent agrees that it will, upon the satisfaction or waiver of the conditions contained in this Section 3 , promptly provide written notice to the Borrower and the Revolving Credit Lenders of the effectiveness of this Amendment.


4.	Representations and Warranties.

In order to induce the Administrative Agent and the Lenders to enter into this Amendment, the Borrower represents and warrants to the Administrative Agent and the Lenders, for itself and for each other Loan Party, as follows:


(a)	that both immediately prior to and immediately after giving effect to this Amendment, no Default exists;

(b)

the representations and warranties contained in the Credit Agreement (as amended hereby) are true and correct in all material respects on and as of the date hereof (except to the extent that such representations and warranties (i) specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date and (ii) contain a materiality or Material Adverse Effect qualifier, in which case such representations and warranties shall be true and correct in all respects);

(c)

the execution, delivery and performance by the Borrower and the other Loan Parties of this Amendment and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate, limited liability company or partnership action, including the consent of shareholders, partners and members where required, do not contravene any Loan Party or any of its Subsidiaries’ respective Constituent Documents, do not violate any Requirement of Law applicable to any Loan Party or any order or decree of any Governmental Authority or arbiter applicable to any Loan Party and do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person in order to be effective and enforceable;


(d)	this Amendment has been duly executed and delivered on behalf of the Borrower and the other Loan Parties;

(e)

this Amendment constitutes a legal, valid and binding obligation of the Borrower and the other Loan Parties enforceable against the Borrower and the other Loan Parties in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, Debtor Relief Laws or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity; and

(f)

as of the date hereof, all Liens, security interests, assignments and pledges encumbering the Collateral, created pursuant to and/or referred to in the Credit Agreement or the other Loan Documents, are valid, enforceable, duly perfected to the extent required by the Loan Documents, non-avoidable, first priority liens, security interests, assignments and pledges (subject to Liens permitted by Section 7.02 of the Credit Agreement), continue unimpaired, are in full force and effect and secure and shall continue to secure all of the obligations purported to be secured in the respective Security Instruments pursuant to which such Liens were granted.


5.	Consent, Acknowledgement and Reaffirmation of Indebtedness and Liens.

By its execution hereof, each Loan Party, in its capacity under each of the Loan Documents to which it is a party (including the capacities of debtor, guarantor, grantor and pledgor, as applicable, and each other similar capacity, if any, in which such party has granted Liens on all or any part of its properties or assets, or otherwise acts as an accommodation party, guarantor, indemnitor or surety with respect to all or any part of the Obligations), hereby:


(a)	expressly consents to the amendments and modifications to the Credit Agreement effected hereby;


(b)	expressly confirms and agrees that, notwithstanding the effectiveness of this Amendment, each Loan Document to which it is a party is, and all of the obligations and liabilities of such Loan

Party to the Administrative Agent, the Lenders and each other Secured Party contained in the Loan Documents to which it is a party (in each case, as amended and modified by this Amendment), are and shall continue to be, in full force and effect and are hereby reaffirmed, ratified and confirmed in all respects and, without limiting the foregoing, agrees to be bound by and abide by and operate and perform under and pursuant to and comply fully with all of the terms, conditions, provisions, agreements, representations, undertakings, warranties, indemnities, guaranties, grants of security interests and covenants contained in the Loan Documents;

(c)

to the extent such party has granted Liens or security interests on any of its properties or assets pursuant to any of the Loan Documents to secure the prompt and complete payment, performance and/or observance of all or any part of its Obligations to the Administrative Agent, the Lenders, and/or any other Secured Party, acknowledges, ratifies, remakes, regrants, confirms and reaffirms without condition, all Liens and security interests granted by such Loan Party to the Administrative Agent for their benefit and the benefit of the Lenders, pursuant to the Credit Agreement and the other Loan Documents, and acknowledges and agrees that all of such Liens and security interests are intended and shall be deemed and construed to continue to secure the Obligations under the Loan Documents, as amended, restated, supplemented or otherwise modified and in effect from time to time, including but not limited to, the Loans made by, and Letters of Credit provided by, the Administrative Agent and the Lenders to the Borrower and/or the other Loan Parties under the Credit Agreement, and all extensions renewals, refinancings, amendments or modifications of any of the foregoing;


(d)	agrees that this Amendment shall in no manner impair or otherwise adversely affect any of the Liens and security interests granted in or pursuant to the Loan Documents; and

(e)

acknowledges and agrees that: (i) the Guaranty and any obligations incurred thereunder, have been provided in exchange for “reasonably equivalent value” (as such term is used under the Bankruptcy Code and applicable state fraudulent transfer laws) and “fair consideration” (as such term is used under applicable state fraudulent conveyance laws) and (ii) each grant or perfection of a Lien or security interest on any Collateral provided in connection with Loan Documents, this Amendment and/or any negotiations with the Administrative Agent and/or the Lenders in connection with a “workout” of the Obligations is intended to constitute, and does constitute, a “contemporaneous exchange for new value” (as such term is used in Section 547 of the Bankruptcy Code).


6.	Releases; Waivers.

(a)

By its execution hereof, each Loan Party (on behalf of itself and its Affiliates) and its successors-in-title, legal representatives and assignees and, to the extent the same is claimed by right of, through or under any Loan Party, for its past, present and future employees, agents, representatives, officers, directors, shareholders, and trustees (each, a “ Releasing Party ” and collectively, the “ Releasing Parties ”), does hereby remise, release and discharge, and shall be deemed to have forever remised, released and discharged, the Administrative Agent, the Lenders and each of the other Secured Parties, and the Administrative Agent’s, each Lenders’ and each other Secured Party’s respective successors-in-title, legal representatives and assignees, past, present and future officers, directors, affiliates, shareholders, trustees, agents, employees, consultants, experts, advisors, attorneys and other professionals and all other persons and entities to whom any of the foregoing would be liable if such persons or entities were found to be liable to any Releasing Party, or any of them (collectively hereinafter the “ Lender Parties ”), from any and all manner of action and actions, cause and causes of action, claims, charges, demands, counterclaims, suits, covenants, controversies, damages, judgments, expenses, liens, claims of liens, claims of costs, penalties, attorneys’ fees, or any other compensation, recovery or relief on account of any liability, obligation, demand or cause of action of whatever nature, whether in law, equity or otherwise (including, without limitation, any so called “lender liability” claims, claims for subordination (whether equitable or otherwise), interest or other

carrying costs, penalties, legal, accounting and other professional fees and expenses and incidental, consequential and punitive damages payable to third parties, or any claims arising under 11 U.S.C. §§ 541-550 or any claims for avoidance or recovery under any other federal, state or foreign law equivalent), whether known or unknown, fixed or contingent, joint and/or several, secured or unsecured, due or not due, primary or secondary, liquidated or unliquidated, contractual or tortious, direct, indirect, or derivative, asserted or unasserted, foreseen or unforeseen, suspected or unsuspected, now existing, heretofore existing or which may heretofore have accrued against any of the Lender Parties under the Credit Agreement or any of the other Loan Documents, whether held in a personal or representative capacity, and which are based on any act, fact, event or omission or other matter, cause or thing occurring at or from any time prior to and including the date hereof, in all cases of the foregoing in any way, directly or indirectly arising out of, connected with or relating to the Credit Agreement or any other Loan Document and the transactions contemplated thereby, and all other agreements, certificates, instruments and other documents and statements (whether written or oral) related to any of the foregoing (each, a “ Claim ” and collectively, the “ Claims ”), in each case, other than Claims arising from Lender Parties’ gross negligence, fraud, or willful misconduct. Each Releasing Party further stipulates and agrees with respect to all Claims, that it hereby waives, to the fullest extent permitted by applicable law, any and all provisions, rights, and benefits conferred by any applicable U.S. federal or state law, or any principle of common law, that would otherwise limit a release or discharge of any unknown Claims pursuant to this Section 6 .

(b)

By its execution hereof, each Loan Party hereby (i) acknowledges and confirms that there are no existing defenses, claims, subordinations (whether equitable or otherwise), counterclaims or rights of recoupment or setoff against the Administrative Agent, the Lenders or any other Secured Parties in connection with the Obligations or in connection with the negotiation, preparation, execution, performance or any other matters relating to the Credit Agreement, the other Loan Documents or this Amendment and (ii) expressly waives any setoff, counterclaim, recoupment, defense or other right that such Loan Party now has against the Administrative Agent, any Lender or any of their respective affiliates, whether in connection with this Amendment, the Credit Agreement and the other Loan Documents, the transactions contemplated by this Amendment or the Credit Agreement and the Loan Documents, or any agreement or instrument relating thereto.


7.	Entire Agreement.

This Amendment, the Credit Agreement (including giving effect to the amendments set forth in Section 1 above), and the other Loan Documents (collectively, the “ Relevant Documents ”), set forth the entire understanding and agreement of the parties hereto in relation to the subject matter hereof and supersedes any prior negotiations and agreements among the parties relating to such subject matter. No promise, condition, representation or warranty, express or implied, not set forth in the Relevant Documents shall bind any party hereto, and no such party has relied on any such promise, condition, representation or warranty. Each of the parties hereto acknowledges that, except as otherwise expressly stated in the Relevant Documents, no representations, warranties or commitments, express or implied, have been made by any party to any other party in relation to the subject matter hereof or thereof. None of the terms or conditions of this Amendment may be changed, modified, waived or cancelled orally or otherwise, except in writing and in accordance with Section 10.01 of the Credit Agreement.


8.	Full Force and Effect of Credit Agreement.

or alter, waive, annul, vary, affect, or impair any provisions, conditions, or covenants contained therein or any rights, powers, or remedies granted therein. This Amendment shall not constitute a modification of the Credit Agreement or any of the other Loan Documents or a course of dealing with Administrative Agent or the Lenders at variance with the Credit Agreement or the other Loan Documents such as to require further notice by Administrative Agent or any Lender to require strict compliance with the terms of the Credit Agreement and the other Loan Documents in the future, except in each case as expressly set forth herein. The Borrower acknowledges and expressly agrees that Administrative Agent and the Lenders reserve the right to, and do in fact, require strict compliance with all terms and provisions of the Credit Agreement and the other Loan Documents (subject to any qualifications set forth therein), as amended herein.


9.	Counterparts; Effectiveness.

This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Except as provided in Section 3 above, this Amendment shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Amendment by facsimile, electronic email or other electronic imaging means (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Amendment.


10.	Governing Law; Jurisdiction; Waiver of Jury Trial.

THIS AMENDMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AMENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. Sections 10.04, 10.14 and 10.15 of the Credit Agreement are hereby incorporated by herein by this reference.


11.	Severability.

If any provision of this Amendment is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby and (b) the parties shall endeavour in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


12.	References.

All references in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement and each reference to the “Credit Agreement”, (or the defined term “Agreement”, “thereunder”, “thereof” of words of like import referring to the Credit Agreement) in the other Loan Documents shall mean and be a reference to the Credit Agreement as amended hereby and giving effect to the amendments contained in this Amendment.


13.	Successors and Assigns.

This Amendment shall be binding upon the Borrower, the Lenders and the Administrative Agent and their respective successors and assigns, and shall inure to the benefit of the Borrower, the Lenders and the Administrative Agent and the respective successors and assigns of the Borrower, the Lenders and the Administrative Agent.


14.	Lender Acknowledgment.

Each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender, unless the Administrative Agent shall have received notice from such Lender prior to the proposed Amendment No. 13 Effective Date specifying its objection thereto.


15.	Amendments.

This Amendment may be amended, supplemented or otherwise modified only by a written agreement signed by the Borrower, the other Loan Parties, the Administrative Agent and the Required Lenders and none of the provisions hereof may be waived without the prior written consent of the Administrative Agent and the Required Lenders.

[ Signature pages follow ]

IN WITNESS WHEREOF , the parties hereto have caused this instrument to be made, executed and delivered by their duly authorized officers as of the day and year first above written.

BABCOCK & WILCOX ENTERPRISES, INC.

By: /s/ Orville Lunking

Name: Orville Lunking

Title: Vice President & Treasurer

Acknowledged and Agreed for purposes of Sections 1, 2,

5, and 6 of the Amendment:

Americon Equipment Services, Inc.

Americon, LLC

Babcock & Wilcox Construction Co., LLC

Babcock & Wilcox Ebensburg Power, LLC

Babcock & Wilcox Equity Investments, LLC

Babcock & Wilcox Holdings, LLC

Babcock & Wilcox India Holdings, Inc.

Babcock & Wilcox International Sales and Service Corporation

Babcock & Wilcox International, Inc.

BABCOCK & WILCOX POWER GENERATION GROUP CANADA CORP.

Babcock & Wilcox SPIG, Inc.

Babcock & Wilcox Technology, LLC

babcock & wilcox DE mONTERREY, S.A. de c.v.

Delta Power Services, LLC

Diamond Operating Co., Inc.

Diamond Power Australia Holdings, Inc.

By: /s/ Robert P. McKinney

Name: Robert P. McKinney

Title: Assistant Secretary

[Babcock & Wilcox Enterprises, Inc.

Amendment No. 13 to Credit Agreement - Signature Page]

Diamond Power China Holdings, Inc.

Diamond Power Equity Investments, Inc.

Diamond Power International, LLC

DPS Anson, LLC

DPS Berlin, LLC

DPS Cadillac, LLC

DPS Florida, LLC

DPS Gregory, LLC

DPS Mecklenburg, LLC

DPS Piedmont, LLC

Ebensburg Energy, LLC

O&M Holding Company

Power Systems Operations, Inc.

SOFCo EFS Holdings LLC

The Babcock & Wilcox Company

By: /s/ Robert P. McKinney

Name: Robert P. McKinney

Title: Assistant Secretary

EBENSBURG INVESTORS LIMITED PARTNERSHIP

By: BABCOCK & WILCOX EBENSBURG POWER, LLC, as General Partner

By: /s/ Robert P. McKinney

Name: Robert P. McKinney

Title: Assistant Secretary

[Babcock & Wilcox Enterprises, Inc.

Amendment No. 13 to Credit Agreement - Signature Page]

Administrative Agent:

BANK OF AMERICA, N.A., as Administrative Agent

By: /s/ Bridgett J. Manduk Mowry

Name: Bridgett J. Manduk Mowry

Title: Vice President

[Babcock & Wilcox Enterprises, Inc.

Amendment No. 13 to Credit Agreement - Signature Page]

Lenders:

BANK OF AMERICA, N.A., As Lender and

Swing Line Lender

By: /s/ Stefanie Tanwar

Name: Stefanie Tanwar

Title: Director

[Babcock & Wilcox Enterprises, Inc.

Amendment No. 13 to Credit Agreement - Signature Page]

Banc of America Credit ProductS, Inc., as Lender

By: /s/ Margaret Sang

Name: Margaret Sang

Title: Vice President

[Babcock & Wilcox Enterprises, Inc.

Amendment No. 13 to Credit Agreement - Signature Page]

THE BANK OF NOVA SCOTIA, as Lender

By: /s/ Justin Mitges

Name: Justin Mitges

Title: Director

By: /s/ Rocco Fabiano

Name: Rocco Fabiano

Title: Vice President

[Babcock & Wilcox Enterprises, Inc.

Amendment No. 13 to Credit Agreement - Signature Page]

COMPASS Bank dba BBVA COMPASS, as Lender

By: /s/ Bruce Bingham

Name: Bruce Bingham

Title: Vice President

[Babcock & Wilcox Enterprises, Inc.

Amendment No. 13 to Credit Agreement - Signature Page]

BNP Paribas, as Lender

By: /s/ Joseph Mack

Name: Joseph Mack

Title: Vice President

By: /s/ Yudesh Sohan

Name: Yudesh Sohan

Title: Director

[Babcock & Wilcox Enterprises, Inc.

Amendment No. 13 to Credit Agreement - Signature Page]

CREDIT AGRICOLE CORPORATE

AND INVESTMENT BANK, as Lender

By: /s/ Yurly A. Tsyganov

Name: Yurly A. Tsyganov

Title: Director

By: /s/ Kathleen Sweeney

Name: Kathleen Sweeney

Title: Managing Director

[Babcock & Wilcox Enterprises, Inc.

Amendment No. 13 to Credit Agreement - Signature Page]

CITIZENS BANK OF PENNSYLVANIA, as Lender

By: /s/ David W. Stack

Name: David W. Stack

Title: Senior Vice President

[Babcock & Wilcox Enterprises, Inc.

Amendment No. 13 to Credit Agreement - Signature Page]

HANCOCK WHITNEY BANK, as Lender

By: /s/ Eric K. Sander

Name: Eric K. Sander

Title: Vice President

[Babcock & Wilcox Enterprises, Inc.

Amendment No. 13 to Credit Agreement - Signature Page]

JP Morgan Chase Bank, N.A., as Lender

By: /s/ Patricia S. Carpen

Name: Patricia S. Carpen

Title: Executive Director

[Babcock & Wilcox Enterprises, Inc.

Amendment No. 13 to Credit Agreement - Signature Page]

MUFG Bank, Ltd., as Lender

By: /s/ David Helffrich

Name: David Helffrich

Title: Director

[Babcock & Wilcox Enterprises, Inc.

Amendment No. 13 to Credit Agreement - Signature Page]

The Northern Trust Co., as Lender

By: /s/ Robert P. Veltman

Name: Robert P. Veltman

Title: Vice President

[Babcock & Wilcox Enterprises, Inc.

Amendment No. 13 to Credit Agreement - Signature Page]

PNC Bank, National Association, as Lender

By: /s/ Mark Starnes

Name: Mark Starnes

Title: Vice President

[Babcock & Wilcox Enterprises, Inc.

Amendment No. 13 to Credit Agreement - Signature Page]

TD Bank, N.A., as Lender

By : /s/ Bethany H. Buitenhuys

Name: Bethany H. Buitenhuys

Title: Vice President

[Babcock & Wilcox Enterprises, Inc.

Amendment No. 13 to Credit Agreement - Signature Page]

UniCredit Bank AG, New York Branch, as Lender

By: /s/ Michael D. Novellino

Name: Michael D. Novellino

Title: Director

By: /s/ Scott Obeck

Name: Scott Obeck

Title: Director

[Babcock & Wilcox Enterprises, Inc.

Amendment No. 13 to Credit Agreement - Signature Page]

U.S. Bank, N.A, as Lender

By: /s/ David C. Heyson

Name: David C. Heyson

Title: Senior Vice President

[Babcock & Wilcox Enterprises, Inc.

Amendment No. 13 to Credit Agreement - Signature Page]

Wells Fargo Bank, N.A., as Lender

By: /s/ Reginald T. Dawson

Name: Reginald T. Dawson

Title: Senior Vice President

[Babcock & Wilcox Enterprises, Inc.

Amendment No. 13 to Credit Agreement - Signature Page]

Exhibit A - Vølund Project Milestones



Project	Milestone(s)/Date
ARC	Preliminary Takeover / February 15, 2019
Templeborough	Takeover / January 15, 2019
Margam	Takeover / February 15, 2019
Teesside	Takeover / October 31, 2019
Dunbar	Takeover / January 15, 2019

[Babcock & Wilcox Enterprises, Inc.

Amendment No. 13 to Credit Agreement - Exhibit A]

Exhibit 10.48

AMENDMENT NO. 14 TO CREDIT AGREEMENT

This AMENDMENT NO. 14 TO CREDIT AGREEMENT (this “ Amendment ”), dated as of January 15, 2019, is among BABCOCK & WILCOX ENTERPRISES, INC ., a Delaware corporation (the “ Borrower ”), BANK OF AMERICA, N.A ., in its capacity as administrative agent for the Lenders (as defined in the Credit Agreement described below) (in such capacity, the “ Administrative Agent ”), and each of the Lenders party hereto, and, for purposes of Sections 1 , 2 , 5 and 6 hereof, acknowledged and agreed by certain Subsidiaries of the Borrower, as Guarantors.

W I T N E S S E T H:

WHEREAS , the Borrower, the Administrative Agent and the Lenders have entered into that certain Credit Agreement, dated as of May 11, 2015 (as amended by Amendment No. 1 to Credit Agreement, dated as of June 10, 2016, Amendment No. 2 to Credit Agreement, dated as of February 24, 2017, Amendment No. 3 to Credit Agreement, dated as of August 9, 2017, Amendment No. 4 to Credit Agreement, dated as of September 20, 2017, Amendment No. 5 to Credit Agreement, dated as of March 1, 2018, Amendment No. 6 to Credit Agreement, dated as of April 10, 2018, Consent and Amendment No. 7 to Credit Agreement, dated as of June 1, 2018, Amendment No. 8 to Credit Agreement, dated as of August 9, 2018, Amendment No. 9 and Consent to Credit Agreement, dated as of September 14, 2018, Amendment No. 10 to the Credit Agreement, dated as of September 28, 2018, Amendment No. 11 to the Credit Agreement, dated as of October 4, 2018, Amendment No. 12 to the Credit Agreement, dated as of October 31, 2018, Amendment No. 13 to the Credit Agreement, dated as of December 19, 2018, and from time to time further amended, supplemented, restated, amended and restated or otherwise modified, the “ Credit Agreement ”; capitalized terms used in this Amendment not otherwise defined herein shall have the respective meanings given thereto in the Credit Agreement (as amended hereby), pursuant to which the Revolving Credit Lenders have provided a revolving credit facility to the Borrower and the Term Loan Lender has provided a term loan facility to the Borrower; and

WHEREAS , the Borrower has requested that the Administrative Agent and the Required Lenders agree to, among other items, (1) increase the permitted amount of recognized and accounted for costs, expenses, losses and/or reductions in Consolidated Net Income experienced in connection with the Vølund Projects to $40,000,000 and (2) extend certain Vølund Project milestones, and the Lenders signatory hereto are willing to consent to effect such amendments on the terms and conditions contained in this Amendment;

NOW , THEREFORE , in consideration of the premises and further valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:


1.	Amendments to the Credit Agreement.

The Credit Agreement is, effective as of the Amendment No. 14 Effective Date (as defined below), hereby amended as follows:


(a)	Section 1.01 ( Defined Terms ) of the Credit Agreement shall be amended by inserting the following new definitions in the appropriate alphabetical order in Section 1.01:

“ 2019 Corporate Action ” means, commencing with the Amendment No. 14 Effective Date, (i) the Borrower’s receipt of Net Cash Proceeds from (a) the issuance of Stock or Stock Equivalents (other than Disqualified Stock) of the Borrower or contribution

to the equity of the Borrower, (b) the issuance of Subordinated Debt by the Borrower or (c) any Asset Sale permitted pursuant to Section 7.04 and (ii) the use of such proceeds to immediately effect a reduction to the Aggregate Revolving Credit Commitment in accordance with Section 6.39 , with any remainder to be retained by the Borrower and its Subsidiaries for working capital purposes.

“ Amendment No. 14 ” means that certain Amendment No. 14, dated as of the date of the Amendment No. 14 Effective Date, by and among the Borrower, the Administrative Agent and the Lenders party thereto, and acknowledged and agreed by the Guarantors.

“ Amendment No. 14 Effective Date ” means January 15, 2019, the date on which the conditions precedent to the effectiveness of Amendment No. 14 were satisfied.


(b)	The definition of “ Net Cash Proceeds ” in Section 1.01 ( Defined Terms ) of the Credit Agreement shall be amended as follows:

(i) deleting “and” after the current clause (a) thereof;

(ii) deleting “.” and inserting “; and” after the current clause (b) thereof; and

(iii) inserting new clause (c) to read in its entirety as follows:

(c) with respect to the issuance of any Stock or Stock Equivalents of the Borrower or contribution to the equity of the Borrower, the excess of (i) the sum of the cash and Cash Equivalents received in connection with such transaction over (ii) the reasonable and customary out-of-pocket expenses incurred by the Borrower or such Subsidiary in connection therewith.


(c)	The definition of “ Subordinated Debt ” in Section 1.01 ( Defined Terms ) of the Credit Agreement shall be amended by inserting the text underlined below and deleting the text stricken below to read in its entirety as follows:

“ Subordinated Debt ” means (a) the Indebtedness incurred pursuant to the Second Lien Credit Agreement and (b) other Indebtedness (other than with respect to the Term Loan Facility) of the Borrower or any of its Subsidiaries pursuant to terms and conditions acceptable to the Administrative Agent and the Required Lenders in their respective sole discretion that is, by its terms, expressly subordinated to the prior payment of any of the Obligations pursuant to subordination terms and conditions reasonably satisfactory acceptable to the Administrative Agent and the Required Lenders in their respective sole discretion . The terms of any Subordinated Debt may permit Intercompany Subordinated Debt Payments.

(d)

Clause (a)(ii) of Section 2.06 ( Termination or Reduction of Commitments ) of the Credit Agreement shall be amended by (i) deleting “with respect to a Commitment Reduction Event described in clause (a) of such definition” in clause (x) thereof and (ii) inserting “with respect to a Commitment Reduction Event described in clause (a) of the definition of “Commitment Reduction Amount”” in lieu thereof.


(e)	Clause (e)(iii) of Section 4.03 ( Conditions to Revolving Credit Extensions ) shall be amended by inserting the text underlined below and deleting the text stricken below to read in its entirety as follows:

(e) (iii) Liquidity, as of the Business Day immediately prior to each of (x) the date of the applicable Committed Loan Notice and (y) the proposed date of the Credit Extension (which may be confirmed by electronic mail notice), shall not be, after giving pro forma effect to the application of proceeds of the good faith intended use of such Credit Extension, less than (a) $45,000,000 or (b) after consummation of an Asset Sale permitted pursuant to Section 7.04(p) and the completion of the Initial Tranche A Term Loan Funding the turnover of the Vølund Projects located at SKV40, Templeborough, Margam and Dunbar January 31, 2019 , $40,000,000.


(f)	Section 6.31 ( Information Updates ) of the Credit Agreement is hereby amended by inserting the text underlined below to read in its entirety as follows:

6.31 Information Updates . Solely during the Relief Period, the Borrower shall (a) (i) hold bi-weekly conference calls with its advisors, including legal counsel, the Administrative Agent and the Administrative Agent’s advisors, including FTI and Freshfields Bruckhaus Deringer US LLP , and the Consultant ; provided that, until the Borrower’s satisfaction of its obligation under Section 6.39, such calls shall be held on a weekly basis, and, (ii) commencing once the relevant delivery requirement is in effect, a monthly conference call with the Administrative Agent, the Administrative Agent’s advisors, including FTI, the Lenders and the Consultant to discuss the financial statements furnished pursuant to Section 6.01(d), each segment’s performance and material contracts, including current margin expectations compared to original estimates, and (b) provide the Administrative Agent’s advisors, including FTI, upon request with commercially reasonable access to records, books of account and the properties of the Borrower and its Subsidiaries with no notice required and on an ongoing basis until the end of the Relief Period.


(g)	Section 6.34 ( Completion of Vølund Project Milestones ) of the Credit Agreement shall be amended and restated in its entirety as follows:


(h)	Section 6.37 ( Delivery of Additional Materials ) of the Credit Agreement is hereby amended by inserting the text underlined below and deleting the text stricken below to read in its entirety as follows:

6.37 Delivery of Additional Materials . (a) Prior to August 31, 2018, the Borrower shall deliver to the Administrative Agent and the Lenders any materials requested by the Administrative Agent in connection with the relief provided pursuant to Amendment No. 8, in form and substance reasonably satisfactory to the Administrative Agent . and (b) prior to dates acceptable to the Administrative Agent in its sole discretion, the Borrower shall deliver to the Administrative Agent and the Lenders any materials requested by the Administrative Agent in connection with the relief provided pursuant to Amendment No. 14, in form and substance acceptable to the Administrative Agent in its sole discretion.


(i)	Section 6.38 ( Project Concessions ) of the Credit Agreement is hereby amended by inserting the text underlined below and deleting the text stricken below to read in its entirety as follows:

6.38 Project Concessions . Prior to February 15 March 31 , 2019, the Borrower shall enter into binding written agreements with certain of the Vølund Project counterparties and other stakeholders that provide a commitment or commitments the results of which will produce, subject to the satisfaction of the conditions and/or performance criteria if and as applicable to such commitments, an increase in the liquidity of the Borrower and its Subsidiaries during the term of such written agreements through cash contributions, cash loans to non-Loan Parties and/or forgiveness of indebtedness and performance obligations by such counterparties and stakeholders (i) in an aggregate amount of not less than $25,000,000 (the “Minimum Customer Concession Amount”), provided that, with respect to any forgiveness of obligations, the designated value thereof shall be acceptable to the Administrative Agent, (ii) to the extent such liquidity increase is in the form of cash contributions or cash loans, receipt of such executed loan commitment documents from the providers of such funding no later than February 15 March 31 , 2019 and (iii) in form and on terms and conditions reasonably acceptable to the Administrative Agent (such increases in liquidity, the “Customer Concessions”).


(j)	Article VI ( Affirmative Covenants ) shall be amended to insert the following as a new affirmative covenant:

6.39 2019 Corporate Action . Prior to a date acceptable to the Administrative Agent and the Required Lenders, (a) the Borrower shall have received Net Cash Proceeds in a minimum Dollar amount acceptable to the Administrative Agent and the Required Lenders in connection with the 2019 Corporate Action and (b) the Borrower shall have reduced the Aggregate Revolving Credit Commitment in a minimum Dollar amount acceptable to the Administrative Agent and the Required Lenders in connection therewith, which amount is expected to be no less than twenty-five percent (25%) of the Net Cash Proceeds of the 2019 Corporate Action except with respect to any Asset Sale in connection with the 2019 Corporate Action, in which case the Borrower shall have reduced the Aggregate Revolving Credit Commitment in a minimum Dollar amount acceptable to the Administrative Agent and the Required Lenders in their respective sole discretion. The Administrative Agent and the Required Lenders shall have the right to deem any item under this Section 6.39 acceptable in their respective sole discretion, provided that the Administrative Agent and the Required Lenders shall not require the receipt of Net Cash Proceeds in connection with the 2019 Corporate Action prior to February 28, 2019.


(k)	Section 7.18 ( Minimum Liquidity ) of the Credit Agreement is hereby amended by inserting the text underlined below and deleting the text stricken below to read in its entirety as follows:

7.18 Minimum Liquidity . The Borrower shall not permit Liquidity as of the last Business Day of any calendar month, as demonstrated by a certificate of a Responsible Officer delivered within 15 days of the end of the relevant calendar month certifying as to the foregoing and containing reasonably detailed calculations in support thereof, in form and substance reasonably satisfactory to the Administrative Agent,

commencing on the calendar month ending October 31, 2018, to be less than (a) $45,000,000 or (b) after the turnover of the Vølund Projects located at SKV40, Templeborough, Margam and January 31, 2019 , $40,000,000.


(l)	Section 7.19 ( Additional Charges ) of the Credit Agreement shall be amended by inserting the text underlined below and deleting the text stricken below to read in its entirety as follows:

7.19 Additional Charges . Commencing with the quarter ending September 30, 2018, the Borrower shall not permit the recognized and accounted for costs, expenses, losses and/or reductions in Consolidated Net Income (exclusive of any recognized foreign exchange losses resulting from the impact of foreign currency changes on the valuation of liabilities in connection with the Vølund Projects disclosed in writing and acceptable to the Administrative Agent) experienced in connection with the Vølund Projects contracts with the counterparties listed on Exhibit B to Amendment No. 5 to exceed $ 40,000,000 30,000,000 , net of, (x) to the extent such amounts are included in Consolidated Net Income, the dollar amounts of any recognized and accounted for contractual bonuses, liquidated damages relief, insurance recoveries, legal settlements, any other customer or vendor recoveries and other similar items in connection with the Vølund Projects, provided that any amounts that are netted against such costs, expenses, losses and/or reductions may not be used to satisfy the requirement set forth in Section 6.38 , and (y) the net cash proceeds received by the Borrower after the Amendment No. 13 Effective Date on account of the issuance of Stock and Stock Equivalents of the Borrower, provided that there may be no obligation to purchase, redeem, retire, defease or otherwise acquire for value any such Stock or Stock Equivalent .


(m)	Clause (d) of Section 8.01 ( Events of Default ) shall be amended by inserting the text underlined below to read in its entirety as follows:

(d) Failure to Perform Covenants . any Loan Party shall fail to perform or observe (i) any term, covenant or agreement contained in Sections 6.03(a), 6.08, 6.12 (with respect to the existence of the Borrower), 6.17, 6.25, 6.26, 6.34, 6.35, 6.37, 6.38 , 6.39 or Article VII or (ii) any other term, covenant or agreement contained in this Agreement or in any other Loan Document if such failure under this clause (ii) shall remain unremedied for 30 days after the earlier of (A) the date on which a Responsible Officer of the Borrower obtains actual knowledge of such failure and (B) the date on which written notice thereof shall have been given to the Borrower by the Administrative Agent, any Lender or any L/C Issuer; or


2.	Additional Agreements and Acknowledgments

(a)

14 Effective Date and payable (i) upon the earlier of (x) the Borrower’s satisfaction of its obligation under Section 6.39 of the Credit Agreement and (y) February 28, 2019 or (ii) on such other date as agreed by the Administrative Agent and the Required Lenders in their respective sole discretion.

(b)

The Borrower reaffirms its agreement that, (i) prior to February 28, 2019, it shall have commenced a process to refinance the Obligations with respect to the Revolving Credit Facility (the “ Refinancing ”) with an investment bank reasonably satisfactory to the Administrative Agent (the “ Investment Banker ”), and (ii) it shall cause the Investment Banker to (x) be available to the Administrative Agent and the Administrative Agent’s advisors, including FTI, in each case as commercially reasonable, and (y) present a monthly written update to the Administrative Agent and the Lenders on progress achieved with respect to the Refinancing and answer related questions of the Administrative Agent and the Lenders.

(c)


(d)	The Borrower and the other Loan Parties each acknowledge and agree that the breach or failure to comply in any respect with the terms and conditions of this Section 2 shall constitute an immediate Event of Default under Section 8.01 of the Credit Agreement.


3.	Effectiveness; Conditions Precedent.


(a)	the Administrative Agent shall have received each of the following documents or instruments in form and substance acceptable to the Administrative Agent:


(i)	counterparts of this Amendment executed by the Loan Parties, the Administrative Agent, and the Required Lenders;

(ii)

a certificate of the chief financial officer or treasurer of the Borrower certifying that as of the Amendment No. 14 Effective Date (A) all of the representations and warranties in this Amendment are true and correct in all material respects (or, to the extent any such representation and warranty is modified by a materiality or Material Adverse Effect standard, in all respects) as of such date (except to the extent that such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all

material respects (or, to the extent any such representation and warranty is modified by a materiality or Material Adverse Effect standard, in all respects) as of such earlier date), (B) no Default shall exist on, or would result from the occurrence of, the Amendment No. 14 Effective Date and (C) that since December 31, 2017, there have not occurred any facts, circumstances, changes, developments or events which, individually or in the aggregate, have constituted or would reasonably be expected to result in, a Material Adverse Effect; and

(iii)

a satisfactory opinion of the Loan Parties’ New York counsel regarding, among other items, due execution, enforceability and non-contravention of law, in form and substance satisfactory to the Administrative Agent (and consistent in scope with the prior opinion delivered by the Loan Parties’ New York counsel to the Administrative Agent in connection with Amendment No. 12, which opinions shall also retroactively cover the above described scope with respect to Amendment No. 13);


(iv)	a solvency certificate, executed by a Responsible Officer of the Borrower in form and substance reasonably acceptable to the Administrative Agent, which, among other things, shall certify that the Borrower will be Solvent as of the date hereof.

(b)

without prejudice to, or limiting the Borrower’s obligations under, Section 10.04 ( Expenses; Indemnity; Damage Waiver ) of the Credit Agreement, all outstanding fees, costs and expenses due to the Administrative Agent and the Revolving Credit Lenders, including on account of Freshfields Bruckhaus Deringer US LLP and FTI, shall have been paid in full to the extent that the Borrower has received an invoice therefor (with reasonable and customary supporting documentation) at least two Business Days prior to the Amendment No. 14 Effective Date (without prejudice to any post-closing settlement of such fees, costs and expenses to the extent not so invoiced); and


(c)	each of the representations and warranties made by the Borrower in Section 4 hereof shall be true and correct.


4.	Representations and Warranties.


(a)	that both immediately prior to and immediately after giving effect to this Amendment, no Default exists;


(b)	the representations and warranties contained in the Credit Agreement (as amended hereby) are true and correct in all material respects on and as of the date hereof (except to the extent that such representations and warranties (i) specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such

earlier date and (ii) contain a materiality or Material Adverse Effect qualifier, in which case such representations and warranties shall be true and correct in all respects);

(c)


(d)	this Amendment has been duly executed and delivered on behalf of the Borrower and the other Loan Parties;

(e)

(f)


5.	Consent, Acknowledgement and Reaffirmation of Indebtedness and Liens.


(a)	expressly consents to the amendments and modifications to the Credit Agreement effected hereby;

(b)

and perform under and pursuant to and comply fully with all of the terms, conditions, provisions, agreements, representations, undertakings, warranties, indemnities, guaranties, grants of security interests and covenants contained in the Loan Documents;

(c)


(d)	agrees that this Amendment shall in no manner impair or otherwise adversely affect any of the Liens and security interests granted in or pursuant to the Loan Documents; and

(e)


6.	Releases; Waivers.

(a)

of action, claims, charges, demands, counterclaims, suits, covenants, controversies, damages, judgments, expenses, liens, claims of liens, claims of costs, penalties, attorneys’ fees, or any other compensation, recovery or relief on account of any liability, obligation, demand or cause of action of whatever nature, whether in law, equity or otherwise (including, without limitation, any so called “lender liability” claims, claims for subordination (whether equitable or otherwise), interest or other carrying costs, penalties, legal, accounting and other professional fees and expenses and incidental, consequential and punitive damages payable to third parties, or any claims arising under 11 U.S.C. §§ 541-550 or any claims for avoidance or recovery under any other federal, state or foreign law equivalent), whether known or unknown, fixed or contingent, joint and/or several, secured or unsecured, due or not due, primary or secondary, liquidated or unliquidated, contractual or tortious, direct, indirect, or derivative, asserted or unasserted, foreseen or unforeseen, suspected or unsuspected, now existing, heretofore existing or which may heretofore have accrued against any of the Lender Parties under the Credit Agreement or any of the other Loan Documents, whether held in a personal or representative capacity, and which are based on any act, fact, event or omission or other matter, cause or thing occurring at or from any time prior to and including the date hereof, in all cases of the foregoing in any way, directly or indirectly arising out of, connected with or relating to the Credit Agreement or any other Loan Document and the transactions contemplated thereby, and all other agreements, certificates, instruments and other documents and statements (whether written or oral) related to any of the foregoing (each, a “ Claim ” and collectively, the “ Claims ”), in each case, other than Claims arising from Lender Parties’ gross negligence, fraud, or willful misconduct. Each Releasing Party further stipulates and agrees with respect to all Claims, that it hereby waives, to the fullest extent permitted by applicable law, any and all provisions, rights, and benefits conferred by any applicable U.S. federal or state law, or any principle of common law, that would otherwise limit a release or discharge of any unknown Claims pursuant to this Section 6 .

(b)


7.	Entire Agreement.

not set forth in the Relevant Documents shall bind any party hereto, and no such party has relied on any such promise, condition, representation or warranty. Each of the parties hereto acknowledges that, except as otherwise expressly stated in the Relevant Documents, no representations, warranties or commitments, express or implied, have been made by any party to any other party in relation to the subject matter hereof or thereof. None of the terms or conditions of this Amendment may be changed, modified, waived or cancelled orally or otherwise, except in writing and in accordance with Section 10.01 of the Credit Agreement.


8.	Full Force and Effect of Credit Agreement.

This Amendment is a Loan Document (and the Borrower and the other Loan Parties agree that the “Obligations” secured by the Collateral shall include any and all obligations of the Loan Parties under this Amendment). Except as expressly modified hereby, all terms and provisions of the Credit Agreement and all other Loan Documents remain in full force and effect and nothing contained in this Amendment shall in any way impair the validity or enforceability of the Credit Agreement or the Loan Documents, or alter, waive, annul, vary, affect, or impair any provisions, conditions, or covenants contained therein or any rights, powers, or remedies granted therein. This Amendment shall not constitute a modification of the Credit Agreement or any of the other Loan Documents or a course of dealing with Administrative Agent or the Lenders at variance with the Credit Agreement or the other Loan Documents such as to require further notice by Administrative Agent or any Lender to require strict compliance with the terms of the Credit Agreement and the other Loan Documents in the future, except in each case as expressly set forth herein. The Borrower acknowledges and expressly agrees that Administrative Agent and the Lenders reserve the right to, and do in fact, require strict compliance with all terms and provisions of the Credit Agreement and the other Loan Documents (subject to any qualifications set forth therein), as amended herein.


9.	Counterparts; Effectiveness.


10.	Governing Law; Jurisdiction; Waiver of Jury Trial.


11.	Severability.


12.	References.


13.	Successors and Assigns.


14.	Lender Acknowledgment.


15.	Amendments.

[ Signature pages follow ]

IN WITNESS WHEREOF , the parties hereto have caused this instrument to be made, executed and delivered by their duly authorized officers as of the day and year first above written.

BABCOCK & WILCOX ENTERPRISES, INC.

By: /s/ Orville Lunking

Name: Orville Lunking

Title: Vice President & Treasurer

[Babcock & Wilcox Enterprises, Inc.

Amendment No. 14 to Credit Agreement Signature Page]

Acknowledged and Agreed for purposes of Sections 1, 2, 5 and 6 of the Amendment:

Americon Equipment Services, Inc.

Americon, LLC

Babcock & Wilcox Construction Co., LLC

Babcock & Wilcox Ebensburg Power, LLC

Babcock & Wilcox Equity Investments, LLC

Babcock & Wilcox Holdings, LLC

Babcock & Wilcox India Holdings, Inc.

Babcock & Wilcox International Sales and Service Corporation

Babcock & Wilcox International, Inc.

BABCOCK & WILCOX POWER GENERATION GROUP CANADA CORP.

Babcock & Wilcox SPIG, Inc.

Babcock & Wilcox Technology, LLC

babcock & wilcox DE mONTERREY, S.A. de c.v.

Delta Power Services, LLC

Diamond Operating Co., Inc.

Diamond Power Australia Holdings, Inc.

By: /s/ Robert P. McKinney

Name: Robert P. McKinney

Title: Assistant Secretary

Diamond Power China Holdings, Inc.

Diamond Power Equity Investments, Inc.

Diamond Power International, LLC

DPS Anson, LLC

DPS Berlin, LLC

DPS Cadillac, LLC

DPS Florida, LLC

DPS Gregory, LLC

DPS Mecklenburg, LLC

DPS Piedmont, LLC

Ebensburg Energy, LLC

O&M Holding Company

Power Systems Operations, Inc.

SOFCo EFS Holdings LLC

The Babcock & Wilcox Company

By: /s/ Robert P. McKinney

Name: Robert P. McKinney

Title: Assistant Secretary

[Babcock & Wilcox Enterprises, Inc.

Amendment No. 14 to Credit Agreement Signature Page]

EBENSBURG INVESTORS LIMITED PARTNERSHIP

By: BABCOCK & WILCOX EBENSBURG POWER, LLC, as General Partner

By: /s/ Robert P. McKinney

Name: Robert P. McKinney

Title: Assistant Secretary

[Babcock & Wilcox Enterprises, Inc.

Amendment No. 14 to Credit Agreement Signature Page]

Administrative Agent:

BANK OF AMERICA, N.A., as Administrative Agent

By: /s/ Bridgett J. Manduk Mowry

Name: Bridgett J. Manduk Mowry

Title: Vice President

[Babcock & Wilcox Enterprises, Inc.

Amendment No. 14 to Credit Agreement Signature Page]

Lenders:

BANK OF AMERICA, N.A., as Lender and Swing Line Lender

By: /s/ Stefanie Tanwar

Name: Stefanie Tanwar

Title: Director

[Babcock & Wilcox Enterprises, Inc.

Amendment No. 14 to Credit Agreement Signature Page]

Banc of America Credit Product, Inc., as Lender

By: /s/ Margaret Sang

Name: Margaret Sang

Title: Vice President

[Babcock & Wilcox Enterprises, Inc.

Amendment No. 14 to Credit Agreement Signature Page]

THE BANK OF NOVA SCOTIA, as Lender

By: /s/ Sanaa Khatri

Name: Sanaa Khatri

Title: Associate Director

By: /s/ Justin Mitges

Name: Justin Mitges

Title: Director

[Babcock & Wilcox Enterprises, Inc.

Amendment No. 14 to Credit Agreement Signature Page]

COMPASS Bank dba BBVA COMPASS, as Lender

By: /s/ Bruce Bingham

Name: Bruce Bingham

Title: Vice President

[Babcock & Wilcox Enterprises, Inc.

Amendment No. 14 to Credit Agreement Signature Page]

BNP Paribas, as Lender

By: /s/ Pierre Nicholas Rogers

Name: Pierre Nicholas Rogers

Title: Managing Director

By: /s/ Joseph Mack

Name: Joseph Mack

Title: Vice President

[Babcock & Wilcox Enterprises, Inc.

Amendment No. 14 to Credit Agreement Signature Page]

CREDIT AGRICOLE CORPORATE

AND INVESTMENT BANK, as Lender

By: /s/ Yurly A. Tsyganov

Name: Yurly A. Tsyganov

Title: Director

By: /s/ Kathleen Sweeney

Name: Kathleen Sweeney

Title: Managing Director

[Babcock & Wilcox Enterprises, Inc.

Amendment No. 14 to Credit Agreement Signature Page]

CITIZENS BANK, N.A. (as successor by merger to Citizens Bank OF PENNSYLVANIA, as Lender

By: /s/ David W. Stack

Name: David W. Stack

Title: Senior Vice President

[Babcock & Wilcox Enterprises, Inc.

Amendment No. 14 to Credit Agreement Signature Page]

HANCOCK WHITNEY BANK, as Lender

By: /s/ Eric K. Sander

Name: Eric K. Sander

Title: Vice President

[Babcock & Wilcox Enterprises, Inc.

Amendment No. 14 to Credit Agreement Signature Page]

JP Morgan Chase Bank, N.A., as Lender

By: /s/ Patricia S. Carpen

Name: Patricia S. Carpen

Title: Executive Director

[Babcock & Wilcox Enterprises, Inc.

Amendment No. 14 to Credit Agreement Signature Page]

The Northern Trust Co., as Lender

By: /s/ Robert P. Veltman

Name: Robert P. Veltman

Title: Vice President

[Babcock & Wilcox Enterprises, Inc.

Amendment No. 14 to Credit Agreement Signature Page]

PNC Bank, National Association, as Lender

By: /s/ Mark Starnes

Name: Mark Starnes

Title: Vice President

[Babcock & Wilcox Enterprises, Inc.

Amendment No. 14 to Credit Agreement Signature Page]

TD Bank, N.A., as Lender

By: /s/ Bethany H. Buitenhuys

Name: Bethany H. Buitenhuys

Title: Vice President

[Babcock & Wilcox Enterprises, Inc.

Amendment No. 14 to Credit Agreement Signature Page]

UniCredit Bank AG, New York Branch, as Lender

By: /s/ Michael D. Novellino

Name: Michael D. Novellino

Title: Director

[Babcock & Wilcox Enterprises, Inc.

Amendment No. 14 to Credit Agreement Signature Page]

UniCredit Bank AG, New York Branch, as Lender

By: /s/ Scott Obeck

Name: Scott Obeck

Title: Director

[Babcock & Wilcox Enterprises, Inc.

Amendment No. 14 to Credit Agreement Signature Page]

U.S. Bank, N.A, as Lender

By: /s/ David C. Heyson

Name: David C. Heyson

Title: Senior Vice President

[Babcock & Wilcox Enterprises, Inc.

Amendment No. 14 to Credit Agreement Signature Page]

Wells Fargo Bank, N.A., as Lender

By: /s/ Reginald T. Dawson

Name: Reginald T. Dawson

Title: Managing Director

[Babcock & Wilcox Enterprises, Inc.

Amendment No. 14 to Credit Agreement Signature Page]

Exhibit A - Vølund Project Milestones



Project	Milestone(s)/Date
ARC	Preliminary Takeover / February 28, 2019
Templeborough	Takeover / February 28, 2019
Margam	Takeover / March 15, 2019
Teesside	Takeover / October 31, 2019
Dunbar	Takeover / February 28, 2019

[Babcock & Wilcox Enterprises, Inc.

Amendment No. 14 to Credit Agreement - Exhibit A]

Exhibit 10.49

November 19 , 2018

BRPI Executive Consulting, LLC 1300 17th Street North

Arlington, VA 22209

Attention: Mr. Kenny Young

Chief Execut ive Officer

Gentlemen:

This letter agreement (this " Agreement " ) sets forth the terms and conditions pursuant to which BRPI Executive Consulting , LLC ( " BRPI " ) agree s to provide certain services lo Babcock & Wilcox Enterprises, In c . (t he " Company").

1. Engagement; Services


1.1	The Company engage s BRPI , and BRPI accepts such engageme n t , a s an independent contractor to provide certain s pecified services to the Company on the term s and conditions set forth in thi s Agreement.

1.2

BRPI s hall provide to the Company the service s of Kenn y Young ( " Consultant " ) to se rve as the Company 's Chief Executive Officer (the " CEO " ) , reporting to the Com pan y ' s Board of Director s (th e " Board " ). Consultant sha ll perform a ll duties and functions customarily performed by the CEO of a business of the size and nature simi lar to that of the Company (collect iv e l y , th e "S ervices") and such other dutie s that may be assigned to the CEO by the Board from time to time. The Consu lt ant s hall be pem1itted to continue to work for B. Riley Financial , Inc. and its s ub s idi aries and to serve as a member of the board of directors for certain companies. The Company s h all provide Consu l tant acce s s to per s onnel , representatives, documents , records and other material s and information of the Company and its sub s idiarie s a s Consultant reasonably deem s appropriate to perform the Services . The Company acknowledges and agrees that Consu ltant i s not responsible for the accuracy or completeness of s uch materials a nd inform ation and will not be respon s ibl e for an y inaccuracie s or omi s sions therein.

2. Term

The term of this Agreement s hall commence on November 1 9 , 2018 and sha ll continue until November 30 , 2020 (t h e " Term " ) , unless terminated by e ith er party b y giving thirty (30) day s prior written noti ce to the other party.

3. Fees And Expenses


3.1	As full compensation for the Services rendered by BRPI pursuant to this Agreement, the Company shal l pay BRPI a fee in the annual amount of $750 , 000 , paid monthly in advance b y the fifth day of each calendar month , and suc h other compensation as the parties determine to be rea s onab l e and appropriate .

3.2

The Company shal l reimburse BRPI for all reasonable out-of-pocket cos t s and expenses incurred by Consul t ant in connection wit h the performance of the Services , including w ithout limitation , travel , business entertainment an d other out-of-pocket expe n ses. Such expenses s h a ll be promptly reimbursed to BRPI in cash within 10 days following the Company’s receipt of BRPI's written request for reimbur s eme nt.

3.3

The Company sha ll be responsible for a ll sales, use, and excise t axes , and any other simi l ar ta xes, duties , and charges of any kind impo sed by any federal , state , or lo cal governmental entity on any amounts payable by the Com pan y pursuant to the Agreement; provided , that, in no event s hall the Company pa y or be responsible for any taxes impo s ed on , or with respect to , BRPI's or the Consu lt ant's income , revenues , gross receipts, personnel , or real or personal property, or other assets.

3.4

Upon any termination of this Agreement in accordance w ith Section 2 , no further payments of the fees and expenses set forth in this Section 3 s hall accrue or otherwise be payable ot h er than (i) the consulting fees for the month in which the date of tem1ination occurs and (ii) the reimbur sement of any reasonable out-of-pocket costs incurred by Consulta nt in connection with th e performance of the Service s prior to the date of such termination.

4. Relationship Of The Parties

4.1

BRPI is an independent contractor of the Company, and thi s Agreement s hall not be construed to create any association , partnership, joint venture, emplo y ee or agency r e l at ionship between BRPI and the Company for a n y purpo s e. BRPI has no autho ri ty (and s hall not hold itself out as ha ving authority) to bind the Company and BRPI shall not make any agreements or representations on the Company's behalf without the Company's prior written consent. Notwithstanding the fo regoing , the Consultant s hall have the authority (and may hold himself out as having autho ri ty) to bind the Company and to make agreements or representation s on the Company ' s beha lf wit hout the Company's prior written consent ; provided however, that the Consultant s hall not have the authority to bind the Company or make agreements on matters that are outs ide the ordinary cour se of the Company's busine ss without t he prior approval of the Compan y's board of directors.

5. Intellectual Property Rights

5. I

Th e Company i s and sha ll be , the sole and exclusive owner of all right , t itle and interest throughout the wo rld in and to a ll the resu l ts and proceeds of the Serv ice s perfom1ed under thi s Agreement , whether or not such ma ter ial s and properties are patentab le . The parties agree that all such materials sha ll be deemed " work for h ir e " for the benefit of the Company and BRPI and the Consulta nt wa i ve all moral ri g ht s or s imilar claim s to ownership thereof. BRPI and the Con s ultant agree to execute any additiona l agreemen t s deemed necessary or advisable to give effect to this provi s ion.

6. Confidentiality

6.1

BRPI ack no w l edges that it will have acce ss to information that is treated as confidential and proprietary by the Company , including, w i thou t l imitation, any tra d e sec rets , technolog y, information pertaining to busine ss operations and st rategies , customers, pricin g, and marketing, marketin g, finance s, so urcing , per sonne l or operatio n s of the Company , its affi liat es or their s uppliers o r customers, in each ca se whet her s poken , printed , electronic or in any other form or medium (collecti v el y, the "C onfidential Information"). During the term of this Agreement and for the two (2) year period thereafter, BRPI agrees to treat, and to direct the Consultant to treat, all Confidential Information as s trictly confidential, no t to disclose Confi dential Information or permit it to be disclo se d , in whole or part, to any third party w ithout the prior written consent of the Company in each instance , and not t o u se an y Confide ntial Information for any purpose except as requir e d in the performance of the Services. BRPI shall notify the Company imm ediate l y in the event you become aware of any lo ss or di sc losure of any Confidential Informa tion.


6.2	Confidential In formation sha ll not include information that:


(a)	i s or becomes generally available t o the publi c other than t h rough BRPI' s breach of t hi s Agreement;


(b)	i s communicated to yo u by a third party that, to BRPI' s knowledge, had no confidentia lity ob li gations with respect to such information;


(c)	is de ve lop e d b y BRPI w ithout u se of or ref e rence t o th e Co nfid e ntial Information ;


(d)	was in in the p ossessi on of BRPI p rior to the date h e reof ; or


(e)	is required to be di sc l ose d b y l aw, i ncludin g without limitation , pur s u a n t to the term s of a co urt order ; provided that BRPI ha s given th e Co mpan y prior notic e of s uch di sc l os ure and an opportunity to contest s uch di sc lo s ure .

7. Indemnification; Insurance; Limitation of Liability

7.1

The Company a g ree s to indemni fy BRPI , the Consultant and it s controllin g persons , repre se ntative s and agents in accordance with the indemnification provi s ion s set forth in Appendix I heret o , which i s inc o rporated herein b y thi s reference , and agree s t o th e other pro v i s ion s of Appendix I hereto . The Company shall also indemn ify th e Co n s ultant to the s ame extent as the mo st favorable indemnifi ca tion it extend s to its officers o r director s, w h e ther und e r th e Co mpan y's bylaws , it s certificate of incorporation , b y contract o r o th erw i se , and no reduction or t e rmin ation in any of th e b e nefi ts pro vided und er any suc h ind e mnitie s will affect the b e n efi t s provided to the Cons ultant.

7.2

The Co mpan y w ill u se i ts rea so n a bl e best efforts to assu r e th a t the Consul t ant wi ll be cov ered as an officer und e r the Com p a n y's existing direct or and officer l iab il ity in s uran ce pol icy. As a condition of BRP I accepting thi s e n gage ment , a Certi fi cate of In s urance evidencing such coverage w ill be furnished t o BRPI p r ior to th e effect i ve date of this Agreement. T h e Co mpan y will g iv e thirty (30) da ys ' prior written notice to BRPI of cancellation , n on-re n ewa l , o r m a t e ri a l change in coverage , scope , or amo unt of s uch director and officer li a bility polic y. The C ompany will use r easo n a b l e b es t effo 1t s to assure th at s uch in s ur ance coverage for th e Co n su lt an t i s

m ainta in ed fo r a p e ri o d of n ot le ss than six yea r s fo llo wing th e date of th e termination of the Consultant' s serv i ces her e und e r.

7.3

As se t forth and s ubj ect t o th e terms of Appen di x I , in no event s h a ll BRPI , the Co n s ultant or a n y othe r agen t , affi l iate , or contractor of BRPI, b e liabl e to the Co mpan y or any thi rd party for any incide n ta l , indirect , s p ecia l or con s equential damages (i.e. , lo st profit s) aris in g out of, or in connection w i th, this Agree m e nt , whet h er o r not s u ch p arty was adv i sed of th e po ss ibili ty of s u c h damage . The Com pa ny further ag r ees th at th e liability limit of BRPI an d i ts affi li a t es , age nt s , o r contractors s h all in no e ven t b e g r ea t e r than the aggregate dollar amo unt w hi ch the Co mp a n y paid to BRPI durin g the te rm of this Agreement.


7.4	The obligations of the Co mp any pur s u a nt to this par agra ph an d Appendix I hereto s hall s ur v ive any expiration or t er min at i o n of this Agreement.

8. Non-Solicitation; Other Business Activities

The Co mpan y agrees that durin g th e Term o f thi s Agreement and for a period of one year following the termin at i o n o r ex pir atio n of this Agreement , it shall not m ake any so licitation to employ o r e n gage t h e Co n s ultant without the pri o r w ri tte n co n se nt of BRPI. Should the Co mp a n y extend an offer of e mployment to or otherwi se directl y engage the Consultant a nd s h o uld suc h offer b e accepted , BRPI w ill be entitled t o a fee from the Compan y equa l to o n e ( I ) yea r of th e consulting fee s d escr ib ed in Sec tion 3. l(a) abo ve pa ya bl e in fu ll , in immediately available fund s prior to t he commencement date of Cons ult a nt' s e mpl oy m en t w ith the Co mp a n y. The Co mpan y acknow l e d ges and agrees th at t hi s fee fa irl y represents the loss that BRPI w ill s uffer if th e Compan y breache s this pro vis i o n . Eac h of BRPI an d th e Co n s ult a nt ma y be engaged or emplo y ed in any ot h er bu s ine ss , trade, profe ssio n o r other act ivi ty; pr ov ided h owever, that , duri ng the Term , n e ith e r BRPI nor the Cons ult a nt s h a ll be engaged in any bu s in ess act i v i ties t h at co mp ete directly wit h the bu s ine ss of th e Co mpan y without th e Company's p r i or w ritten consent.

9. Assig nment

Neithe r party s h a ll assign any right s, or dele ga t e o r s ubcontract any ob li gations , under this Agreement without the other party ' s prior wri tt en consent. Any assignment in vio l ation of the foregoing shall be deemed null and void.

10. Miscellaneous

10 .1

All notice s , requests , consents, claim s, demand s, waivers and other communications hereunder (each, a "Notice") shall be in writing and addre sse d to the parties at the addresses se t forth on the first pa ge of this Agreement (or to s uch other addre ss that may be de s i g nated b y the receiving party from time to time in accordance with thi s sec tion). All Notices s hall be deli vere d by personal delivery , nationally recogni ze d overnight courier (with all fees pre-paid) , facsim ile or e-mai l of a PDF document (with confirmation of transmission) or certified or regi ste red mail (in each case , return receipt r e que ste d , posta ge prepaid). Except as o therwi se provided in thi s Agreement , a Notice i s effective only if (a) the recei vi n g party ha s receiv e d the Notice and (b) the party giving the Notice ha s comp lied with the requirements of this Sec tion.


1 0.2	This Agreement ma y onl y be amended , modifi ed or supplemented b y an agreement in writing s i g ned b y each party hereto , and any of the tern1 s thereof ma y be waived , only b y a written document s igned b y eac h party to this Agreement or , in the case of waiver , b y th e party or parties waiving c ompliance.

1 0.3

Thi s Agreement s hall be governed by and con s trued in accordance wi th the internal law s of the State of New York without giving effect to any choice or conflict of l aw provision or rule. Each party irrevocably s ubmit s to th e exclusive juri s diction a nd venue of th e federal and state co urt s located in New York , New York in any l eg al s uit , ac tion or proceeding arising o ut of or b ased upon thi s Agreement or the Se rvi ces provided h ere under an d wa ive s any and a ll per s ona l right s und e r the l aw of a ny juri sd iction to object o n any ba s i s (including , without limitation , inconvenien ce of forum) to juri s diction or ve nu e w ithin the State of New York for any li tigation ari s in g in co 1m ection w ith thi s Agreement. All claim s regardin g a breach of thi s Agreement by the Co n s ult a nt and/or BRPI s h a ll be brought exclusive l y aga in s t BRPI.


1 0.4	If any term or provi s ion of thi s Agreement i s invalid , ille ga l or unenforc ea ble in any jur i s diction , s uch inv a lidity , ille ga li ty or unenforceabilit y s hall not affect any other t e rm or provi s ion of thi s Agreement or invalidate or render unenfor ceab l e such tern1 or provi sio n in an y other jurisdiction .


10.5	This Agreement may b e exec uted in multiple counterpart s a nd b y fac s imile s ignature , each of w hi ch sha ll be d eemed an o ri g inal and a ll of which togeth e r s h a ll con s titute one in st rument.

If thi s letter accurately s ets forth our understanding , kindly execute the enclosed cop y of thi s letter and return it to the undersigned .

Very truly yours ,

Babcock & Wilcox Enterprises , Inc .

By: /s/ J. André Hall

Name: J. André Hall

Title: Sr. Vice President, General Counsel & Corporate Secretary

AC C EPTED AND AGREED :

BRPI E x ecutive Consulting , LL C

By: /s/ Kenneth M. Young

Name: Kenneth M. Young

Title: Chief Executi ve Officer

APPENDIX I

INDEMNIFICATION AND LIMITATION ON L IABILITY AGREEMENT

Thi s indemnification and l imitation on liab ili ty agreement i s made part of an agreement , dated October 1 5, , 2018 (which together with any renewal s, modification s or extensions thereof , i s herein referred to as the "Agreem e nt") by and between BRPI Executive Consulting, LLC ("BRP I ") and Babcock & Wilcox E nterprises , lnc. (the "Company"), for services to be rendered to the Company by BRPI.

The Company ag r ees to indemnify and hold ham1less eac h of BRPI, its affi l iates and their resp ective s hareholder s, m e mber s, managers, employee s (including w ithout l i mitation , the C on sulta nt ), agents , repre se ntatives and s ubcontractors (eac h , an "Inde mnified Party" and co llec tively , th e "Indemnified Partie s") again st any and all lo sses, claims , damages , liabilities, penaltie s, obligation s a nd expenses , including the costs for counse l or others rea s onably in c urr ed in inve s tigating , pre par ing o r defending a n y action or claim, whether or not in connection wit h litigation in which any Indemnified Party i s a party , o r enforcing th e Agreement (including the se indemnity provisions) , as and w hen in curred , caused by , rel at ing to , ba s ed upon o r a ri s in g out of (d irect l y o r indir ectly) the Indemnified Parti es' acceptance of or the performance or non-performance of their obligations under the Agreemen t; provided , however , s u c h indemnity s hall not apply to an y s uch lo ss, claim , damag e, li abil i ty or expense to the extent it i s found in a fin a l judgment b y a court of competen t jurisdict i on to have r es ult ed primari l y from s uch Ind emni fied Part y's gro ss ne g l igence , bad fa i th or willful mi s conduct. Notw ith s tandin g t he foregoing, in no event w ill t he Co m pany be l iable fo r the fees or expenses of m o r e than on e law firm (in add iti o n to l ocal co un s el , if applicable) for all Indemnifi ed Parties in any one matter or se rie s of related matter s for whic h on e firm i s a ble to competen tl y represent all such Indemnified Patti es without co nflict. The Compa n y a l s o agree s that (a) no Indemnifi e d Party s hall hav e any liability (whether direct or indirect , in contract or tort or otherwi se) to t he Company fo r or in connection with the engagement of BRPI , exce pt to the extent t hat any s uch l iab i li ty for lo ss es , claim s, d a mages , liabilitie s or expense s are found in a final judgment by a court of competent juri s diction ( not s ubject to further appeal) to ha ve re s ult ed primaril y from s u c h Indemnified Party's gro ss n egligence , bad faith or willful mi s conduct and ( b) in no event will any Indemnified Party have any liability to the Company fo r s pecial , consequentia l , incidenta l or exe mplary damag es or l oss (nor any Jost profit s, s aving s or business opportunity) {"Indirect Damage s" ) , exce pt to t h e extent of any contribution obligation s an Indemnifi e d Patty might otherwi s e ha ve with re s p e ct to suc h Indirect Damage s awarded to a third party in any proceeding. The Compa n y further agrees that it will not , without the prior con s ent of an Indemnified Party , se tt l e or compromi s e or consent to the entry of any jud g ment in any pending or threa te ned claim , action , su it or proceeding in respect of which suc h Indemnified Party seeks indemn ifica tion hereunder (whethe r or not s uch I ndemnified Party i s an actua l p arty to s uch c laim , act i on , s uit or proceedings) unles s s uch sett l ement, compromi s e or consent includes an unconditiona l re l ease of suc h Ind e mnified Party from all liabilities ari s in g out of such claim , action, s uit or proc ee ding.

These indemnification provi s ions s hall b e in addition to a n y liabi l ity wh ich the C ompany may otherwise h ave to the Indemnified Pattie s. In the eve nt that , at ai1y t i me whether before or afte r tem1ination of th e engag ement or the Agreem e nt , as a r es ult of or in connection with the Agreement or BRPI' s and it s per s onnel 's ro l e und er the Agreement , BRPI or any In demnified P arty i s required to p roduce a n y of it s per so nnel (including former employees) for e xa mination , deposition o r other w ritten, recorded or oral pre s entation , or BRPI o r a n y of its personnel (inc ludin g fonner emplo yees) or any othe r Indemnified Party i s required to produce o r othe 1 w i se review, compile , s ubmit , duplicat e , sea rch for , organize or report on any m a t e rial within such Indemnifi ed Party 's po ssess ion or control pursuant to a subpoena o r other l egal (including a dmini s trativ e) proc ess, the Company will reimbur se the Ind emn ifi ed Party for it s out of pocket expense s , includin g th e reasonab l e fee s a nd expen s e s of it s counsel , and wi ll co mp e n sa te th e Indemnifi e d Party for th e time expended b y it s personnel ba s ed on s u c h personne l ' s then-current hourly rat e.

If any action , proceeding or i nve s ti gatio n i s commenced to w hi c h any Indemnified Party propo ses to demand ind em nifi cat i o n h e r eun der , such Indemnified Pa rty will notify the Compan y wi th r easonab l e promptn ess; provided , however , that any fa ilur e b y s uch Ind e mnifi e d P arty to notify the Com p any w ill not r el i eve th e Co mpan y fro m it s o bligation s hereunder , e xce pt to the exte nt that s uch fai l ure s hall h ave ac tu a ll y prejudiced th e defen se of s uch ac tion or ot h erw i s e increased o r ex pand e d the indemnification li ab ili ty h ere und er . T h e Com p any s hall prompt ly p ay expe n ses reasona bl y incurred by any Indemnified Party in d e fending , parti cipati n g in or s ettling a n y a ction , proceeding o r in ves ti gat i o n in wh ich su ch Indemnifi e d Party i s a p arty or i s t h reate n e d to b e m ade a p arty o r ot herwi se i s participating in b y r easo n of th e engagement

under the Ag re e m e nt , upon s ubmi ss ion of in voices th erefo r , whether in advance of the fin a l disposition of s u c h ac tion , proceedin g, or inve s ti ga ti o n o r otherwise . Ea ch Ind e mni fied Pa r ty h e r e b y und e1 tak es, and the Co mpan y hereb y accepts it s undertakin g, to r e p ay any and a ll s u c h amounts so advanced if it s hall ultim a t ely be determin e d in a fmal jud gme nt b y a court of competent juri sd icti o n ( n o t s ubj ec t to fiuther appeal) th at suc h Ind e mnifi ed P arty i s n ot e ntitled to be indemnified t h erefor. I f any s uch actio n , proceed in g or in ves ti ga tion in which an Indemnified P arty i s a party i s also aga in s t th e Company , t h e Compa n y ma y , in li e u of advanci n g the expense s of se parate counsel for suc h I ndem nifi e d Party , p rovi d e s u c h Indemnified Party w ith l egal repre se ntation b y th e same coun se l who repre s ent s the Compa n y , provided s uch counsel i s reasonably sa ti sfactory to s uch Indemnified P arty, at n o co s t t o s u c h Ind e nmifi e d Party ; provided, however , th at if s uch Indemnified Party re aso n a bl y determines that due to th e existe n ce of actual or potential conflicts of int e r es t between s uch Indemnified Party a nd th e Compa n y suc h counse l is unable to repre se nt b ot h th e Indemnified Pai ty 311d the Co mp a n y, th e n th e In demnified Party s h a ll b e e ntitl ed to u se se parate counsel of it s own c h o i ce, a nd the C ompan y s hall promptl y advance it s rea so nable expenses of s uch se parat e counsel upon submission of invoic es ther efo r. Nothing herein shall prev e nt 311 Ind e mnified Party from u s ing se parat e counsel of it s own choice at it s own expense. The Co mpany will be liable fo r an y sett l ement of a n y claim again st an Indemnifi e d Party m ade with the Company's written c o n se nt , which con s ent s hall not b e unrea so nably withh e l d .

ln o rder to pro v id e fo r just and eq ui tab le co ntribu t ion if a claim for indemnific a tion pursuant to these i nd emn ifi cat io n provision s is m a de but it i s found in a fm a l jud g m e nt b y a court of com p eten t jurisdiction (not s ubje c t to further appeal) th a t s uch indemni ficat ion m ay n o t be enforce d i n s u c h case , even though the expre ss provisions hereof provide for ind e mnific a tion , then the re lati ve fault of the Company , on the on e h a nd , and t h e Ind e mnifi e d Parties , on th e other hand , in conn ec tion with the s tatements , ac t s or omiss i ons w hich re s ult e d in the lo ss e s, claim s , dama ges , l iab ilit ie s a nd costs g i v in g ri se to th e ind e nmification claim and other relevant e quitabl e co n s iderations s hall b e consi d e r e d ; a nd further provided that in no eve nt will the Indemnified Partie s' aggregate contribution for all losse s, claims , dam ag es , li ab ilitie s and ex pen ses w ith re s pe c t t o w hich co ntribution i s avail ab l e he reunder exceed the amount of fees actually re ce ived b y the Ind emn ifi e d Parti es pursuant t o the Ag r ee ment. No person found liable for a fraudulent mi s repre sen tati o n shall be ent i tled t o contribution hereunder from a n y person w h o i s not also found liable for such fra udulent misrepresentation.

In the ev e nt the Co mpan y an d BRPI seek judici a l approval fo r the ass um p ti on of the A gree ment or authorization to enter into a ne w engagement ag reement pursuant to either of which BRPI would continue to b e engaged by th e Co m p an y , th e Compa n y s hall promptl y pay expense s reasonably incurred b y t h e Indemnifi ed P a rti es , includin g attorneys' fe es and expe n ses, in co nnection with a n y motion , act i on or c l aim mad e e ith e r in s upport of or in oppos i t i o n to a n y such rete nt ion or a uthori zatio n , whether in adv anc e o f o r fo llo w ing any jud ici al d is p os it ion of such motion , action o r claim , promptly upon subm i ssio n o f i n voices th erefor and regardless of w he t her s uch r e t e ntion or authorization i s approve d b y any co urt. The Com pan y w ill a l so promptly pa y t h e lnd e mni fied P arties fo r an y expen s e s reasonably incurred by them, includin g attorneys' fees and ex p e n ses, in seeki n g payment of all amoun t s owed it unde r the Ag r eeme nt (or a n y new engagement agreement) w hether through subm i ss i o n of a fee app licati o n o r in a n y o th e r manner, w ithout offset , r eco upment o r co untercl a im , w h et h e r as a sec ured cl ai m , an admin i strat i ve ex p e n se claim , an un sec ur ed clain1, a prepet ition c l a im o r a po st - petition cla im .

Except as required by l aw , n e i t h e r term in ation of th e Agreement nor t erm i nation of BRPI ' s e n gagement nor t h e fi lin g of a p e tition under C h apter 7 or l l of t h e United States B a nkruptc y Code ( n or the co n vers i on of an exi st in g case t o one u nde r a diff e rent chapter) s hall affect th ese indemnifi cat ion p rovis i ons , w hich s h all h ereafter remain operative a nd in full fo r ce a nd effect.


G.	The rights provided her ein s hall not be deemed excl u sive of an y other ri ghts to which t h e Ind e mnifi ed Parti es ma y be e ntitl ed under the certificate of in corporation o r by l aws of th e Co mp a n y , any ot her ag r ee m e nt s , an y vo t e of s tockholders or disintere s t ed dir ec tor s of the Co mp a ny , any app lic a bl e la w or otherwise.

Exhibit 10.50

EXECUTIVE EMPLOYMENT AGREEMENT

THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “ Agreement ”) is made and entered into this 19 ^th day of November, 2018 (the “ Effective Date ”), by and between Babcock & Wilcox Enterprises, Inc., a Delaware corporation (the “ Company ”) and Louis Salamone, an individual (the “ Executive ”).

RECITALS

WHEREAS , the Company desires to employ the Executive, and the Executive desires to provide services as an employee to the Company, on the terms and conditions specified in this Agreement; and

WHEREAS , the Company and Executive desire to set forth in writing their understandings and agreements with respect to all such matters.

AGREEMENT

NOW, THEREFORE , in consideration of the foregoing, the Company’s continued employment of the Executive, the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intended to be legally bound, agree as follows:

(1) RECITALS . The foregoing recitals are true and correct and are expressly incorporated herein by this reference.

(2) EMPLOYMENT . The Company offers and the Executive accepts employment upon the terms and conditions hereinafter set forth.

(3) TERM OF EMPLOYMENT . The Executive’s employment with the Company shall commence on November 19, 2018 (the “ Commencement Date ”) and shall extend until the second anniversary of the Commencement Date or earlier terminated as provided herein (the “ Term ”). If either the Company or the Executive does not wish to renew this Agreement when it expires at the end of the current term hereof, or any subsequent renewal term, as hereinafter provided, or if either the Company or the Executive wishes to renew this Agreement on different terms than those contained herein, it or he shall give written notice of such intent to the other party at least ninety (90) days prior to the expiration date. In the absence of such notice, this Agreement shall be renewed on the same terms and conditions contained herein for a term of one (1) year from the date of expiration. The parties expressly agree that designation of a term and renewal provisions in this Agreement does not in any way limit the right of the parties to terminate this Agreement at any time as hereinafter provided. Reference herein to the Term of this Agreement shall refer both to the current term and any successive term as the context requires.

(4) POSITIONS AND DUTIES . The Executive shall serve as the Chief Financial Officer and Executive Vice President of the Company and its Affiliates. The Executive shall report to the President and Chief Executive Officer of the Company (the “ CEO ”). Executive shall generally be responsible for preparing, certifying, filing, maintaining and managing all records and documents regarding financial and administrative matters, including financial planning, management of financial risks, record-keeping, financial and accounting reporting requirements, banking activities and relationships, financing and fund raising activities and governance-related matters.

(5) DUTIES AND RESPONSIBILITIES . In addition to the Executive’s general responsibilities described herein, the Executive shall also perform such other tasks and responsibilities as may be assigned to the Executive by the CEO from time to time. The Executive shall perform such duties to the best of Executive’s ability, experience, and talents all to the reasonable satisfaction of the Company. The Executive shall have such authority and power (and only such authority and power) as provided herein and/or are inherent to the undertakings applicable to the Executive’s position and necessary to carry out the duties required of the Executive hereunder. The Executive shall devote the Executive’s entire working time, attention, and energies to the business of the Company and shall at all times comply with all of the policies of the Company in accordance with their respective terms. The Executive may engage in civic, philanthropic, or community service activities, so long as such activities do not interfere with the Executive’s

ability to comply with the terms and conditions of the Agreement and are not otherwise in conflict with the policies or interests of the Company. The Executive shall undertake no activity, which might interfere with the policies or interests of the Company. The Executive shall not undertake any activity which might interfere with the proper performance of the Executive’s duties to the Company hereunder, without first obtaining the permission of the CEO.

(6) COMPENSATION .

(a) Annual Salary . For all services rendered by the Executive pursuant to this Agreement, the Executive shall receive an annual salary equal to $475,000 per year. The Annual Salary shall be payable in installments in accordance with the Company’s regular payroll procedures.

(b) Signing Bonus . On or before the Commencement Date, the Executive shall receive a signing bonus from the Company in the total amount of $100,000 (the “ Signing Bonus ”). If Executive’s employment with the Company is terminated for “cause” (as defined below) or voluntarily by Employee for any reason (each a “ Covered Termination ”) within twelve months of the Commencement Date, Employee shall repay to the Company the full Signing Bonus ($100,000). Such payment shall be made by the Executive immediately following any such Covered Termination.

(1) In addition to the Annual Salary, the Executive shall be eligible for an annual bonus (the “ Bonus ”) based on objectives stipulated by the Board from time to time (the “ Performance Objectives ”) and other factors deemed relevant to the Board. The Board will determine the Executive’s eligibility for the Bonus annually and, if applicable, the amount of the Bonus based upon the Board’s assessment of the Executive’s success with respect to the applicable Performance Objectives. The maximum amount of the Bonus will be seventy-five percent (75%) of the Executive’s Annual Salary.

(2) The Bonus shall also be calculated and paid in accordance with any bonus policy implemented by the Company from time to time. The payment of any such Bonus shall not be included for the purpose of calculating any applicable severance pay, resignation pay, or other similar pay.

(3) At the mutual election of the Company and Executive, and taking into account any requirements related to Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”), the parties may agree from time to time on additional terms and conditions related to the payment of any Bonus earned by the Executive that will result in such payments being deferred until the termination of the Executive’s employment with the Company. Upon request of either party any such agreement will be evidenced by a written acknowledgement signed by the Executive and the Company. For the avoidance of doubt, if the parties agree upon any such deferral of any Bonus, such payments shall not be subject to forfeiture or otherwise excused for any reason, including without limitation any termination of this Agreement for “cause.”

(d) Executive Benefits . The Executive shall, during the term of employment hereunder, be entitled to participate in all employee benefit plans and arrangements as shall from time to time be made available by the Company generally to or for employees of similar rank, including, without limitation, medical, dental, disability and life insurance, subject to the terms and conditions of those benefit plans and arrangements. Such benefits are subject to change at the sole discretion of the Company.

(e) Commuting and Lodging Expenses . For so long as the Executive elects to keep his primary residence in New Jersey and/or South Carolina, Executive will be reimbursed for reasonable coach air fare between Ohio and either New Jersey or South Carolina, with a maximum reimbursement of one round-trip flight every week plus reasonable expenses for travel to and from an airport. The Company shall reimburse the Executive for the reasonable cost of a mutually agreed-upon extended-stay hotel or other lodging. Any reimbursement under this paragraph shall be subject to legally required tax and other withholdings, if any.

(f) Other Expenses . The Executive shall be entitled to be reimbursed for reasonable and necessary expenditures incurred in the performance of the Executive’s duties hereunder, provided that such expenditures are incurred and accounted for in accordance with the policies and procedures established by the Company.

(7) Termination .

(a) At-Will Employment; Termination With and Without Cause .

(1) The Company may terminate this Agreement at any time for cause upon written notice to the Executive. Termination for “cause” as used herein, shall mean that the Executive; (i) has been convicted of, or pled guilty or nolo contendere to, a crime involving moral turpitude (including fraud, theft,

embezzlement); (ii) has committed any act or acts amounting to gross negligence or willful misconduct (as such terms are normally defined under applicable law), as reasonably determined by the CEO, to the detriment of the Company; (iii) has violated the Company’s policies on non-discrimination and/or harassment; (iv) has willfully failed to comply with any other material Company policy generally applicable to the Company’s employees that has been provided or made available to the Executive; or (v) has failed to carry out the Executive’s duties or obligations or satisfactorily perform duties hereunder, as determined by the CEO in the CEO’s reasonable discretion, provided that, in the case of (v) only, the Executive has been previously notified of any such failure and has been provided at least ninety (90) days to cure any such failure.

(2) The Executive’s relationship with the Company is “at-will” and may be terminated at any time by the Company without cause (for any reason or for no reason) upon at least thirty (30) days prior written notice.

(3) NO MANAGER, SUPERVISOR, OR EXECUTIVE OF THE COMPANY HAS ANY AUTHORITY TO ENTER INTO ANY ORAL AGREEMENT TO RESTRICT THE COMPANY’S ABILITY TO TERMINATE FOR CAUSE IN ACCORDANCE WITH THIS SECTION 7, FOR EMPLOYMENT FOR ANY SPECIFIED PERIOD OF TIME, OR TO OTHERWISE MAKE ANY ORAL AGREEMENT FOR EMPLOYMENT OTHER THAN AT-WILL.

(b) Mutual Agreement . The Executive’s employment hereunder may be terminated at any time by the mutual written agreement of both parties.

(d) Disability . The Executive’s employment hereunder shall terminate upon the Executive’s disability. For all purposes of this Agreement, the Executive shall be deemed to be disabled at the earlier of (i) the commencement of the Company’s first salary period with respect to which the Executive first receives benefits under any long-term disability insurance policy purchased by the Company for the benefit of the Executive, or (ii) at such time as the Executive is unable to perform the Executive’s duties hereunder for a period of ninety (90) consecutive days (which period may be extended by up to thirty (30) days at the Company’s sole discretion).

(e) Severance . Except as provided below, and without limiting the at-will nature of the Executive’s employment with the Company, the Company agrees that (i) unless the Executive is terminated for “cause” as defined above, upon the termination of the Executive’s employment by the Company for any other reason, or (ii) upon the Executive’s termination of the Executive’s employment for “good reason” as defined in Section 7(g) below (provided such termination occurs with ninety (90) days of the initial occurrence of the events providing “good reason” for such termination), the Executive will be entitled to a severance payment (the “ Severance ”) equal to Executive base salary for fifty-two (52) weeks or the remainder of the initial two-year Term, whichever is greater (the “ Severance Period ”), on the terms described in Section (7)(f) below. In the event any such Severance is payable pursuant to this Agreement and is unpaid at the time of the Executive’s death, such payment shall be made to the Executive’s estate. For the avoidance of doubt, no Severance shall be payable in the event the Executive is terminated by the Company for “cause” as defined above. Additionally, no Severance shall be payable in the event the Executive voluntarily terminates the Executive’s employment with the Company for any reason other than for “good reason” or if the Executive’s employment is terminated as a result of the Executive’s death or disability.

(f) Payment and Conditions for Severance Compensation . For purposes of this Agreement, any Severance payable hereunder shall be paid in periodic payments pursuant to the Company’s customary payroll schedule during the Severance Period. Any such Severance shall only be payable: (i) following the Executive’s execution of an a Severance Agreement and Release substantially in the form attached as Exhibit A to this Agreement (no later than 21 days following the termination of this Agreement), and (ii) provided the Executive remains in material compliance with all provisions of this Agreement that survive the termination of this Agreement. For the avoidance of doubt, the Severance Compensation is subject to the provisions of Section 8(a) below and is payable pursuant to the Company’s customary payroll schedule over the Severance Period and shall never be payable in a lump sum.

(g) Termination for “Good Reason” . The Executive may terminate this Agreement immediately upon written notice for “good reason.” For purposes of this Agreement, “good reason” shall mean, without the Executive’s express written consent, the occurrence of any of the following circumstances: (i) a reduction of more than twenty percent (20%) in the Executive’s base salary; (ii) the Company requiring the Executive to relocate his primary residence from his current residences in New Jersey and South Carolina; or (iii) a material adverse change or material diminution in the Executive’s duties, responsibilities, functions or status with the Company resulting in the Executive no longer reporting directly to the CEO.

(8) Restrictive Covenants and Assignment of Inventions .

(a) Preliminary Statement and Definitions . The Executive recognizes and agrees that the Company’s success is inextricably linked to the dedication and loyalty of its executives and other employees. The Executive recognizes and agrees that in order to ensure that the Company continues to grow and succeed, the Company must protect the core aspects of its business, including but not limited to its substantial relationships with customers, customer goodwill associated with the Company’s name and reputation, customer loyalty, and the Company’s trade secrets, intellectual property and confidential business information. The Executive hereby expressly acknowledges the validity of the following covenants and that such covenants are reasonably necessary for the Company to protect its business interests, including, but not limited to those cited above. The Executive represents that the strict enforcement of these restrictions will not in any manner preclude the Executive from gainfully undertaking other positions, in such manner and to such extent as to provide a standard of living for the Executive, the members of the Executive’s family and those dependent upon the Executive, of at least the sort and fashion to which the Executive and they have become accustomed and may expect. Further, the Executive expressly acknowledges and agrees that throughout the term of the Executive’s relationship with the Company, the Executive will receive extensive information regarding the nature of the Company’s business, including but not limited to Confidential Business Information and Trade Secrets (each as herein defined), and extensive education from the Company that will confer in the Executive specialized skills, knowledge and expertise in areas of business in which the Company is involved. The statements contained in this Section (8)(a) shall apply to the entire Agreement. Additionally, for purposes of this Agreement, the following definitions apply:

(1) “ Affiliate ” shall mean, with respect to the Company, any entity directly or indirectly controlling, controlled by, or under common control with the Company.

(2) “ Business of the Company ” shall mean the business of the Company or its Affiliates, or any line of business performed by the Company or its Affiliates, including without limitation any business providing boiler products, environmental systems, and services for power and industrial uses.

(3) “ Non-Compete Period ” shall mean the term of the Executive’s employment with the Company and a period of one (1) year immediately following termination of such employment for any reason, including without limitation the Executive’s retirement or any voluntary or involuntary termination.

(4) “ Territory ” shall mean the United States of America, without restriction. For purposes of this Section (8), the Executive acknowledges that Executive’s services to the Company are provided on a nation-wide basis, and that specific territorial limitations related to the restrictive covenants herein would not adequately protect the legitimate business interests of the Company.

(b) Covenant Not to Compete . The Executive agrees that during the Non-Compete Period, without the express written consent of the CEO, the Executive shall not directly or indirectly:

(1) Engage in the services of, carry on, consult with, participate in, render services to, own any interest in, share in the earnings of, or invest in the obligations or securities of, any business in the Territory which is the same or similar to the Business of the Company, whether as an individual or for or with any other person, firm, corporation, partnership, joint venture, trust, enterprise or any entity whatsoever; or

(2) Reveal or make available to any person or entity any Confidential Business Information (as herein defined) with regard to the Business of the Company, except as may be required by law, or use or attempt to use the Executive’s knowledge concerning the Business of the Company in any manner which may injure, cause loss or otherwise be detrimental, or may be intended to injure, cause loss or be otherwise detrimental, to the Business of the Company, or which may benefit, or may be intended to benefit, any other person or entity which is engaged in the same or similar business as the Business of the Company; or

(3) Consult with or render services of any nature to any person or entity, other than the Company, which is engaged in the Territory in a business which is the same or similar to the Business of the Company or any of its Affiliates or any line of business performed by the Company or any of its Affiliates.

(c) Non-Solicitation . The Executive agrees that during the Non-Compete Period, without the express written consent of the CEO, the Executive shall not, directly or indirectly, either as an individual on the Executive’s own account or as a partner, owner, joint venturer, employee, agent, salesperson, independent contractor, consultant, officer, director, stockholder, or otherwise:

(1) Counsel, solicit, assist anyone else in soliciting, or attempt to induce any person employed by the Company or any of its Affiliates, or any person engaged in an independent contractor relationship with the Company or of its Affiliates, to terminate his or her employment or business relationship with the Company or any of its Affiliates;

(2) Solicit, attempt to solicit, or assist anyone else in soliciting, on behalf of himself or herself or any other person, company or enterprise, any of the Company’s or any of its Affiliates’, customers or clients (for purposes of this Agreement, customers shall include clients of the Company and its Affiliates, entities that refer clients to the Company or its Affiliates, and the employees of entities that refer clients to the Company or its Affiliates), or any prospective customers or clients known to the Executive, to do business with or purchase services from any business or individual who competes with the Company or its Affiliates;

(3) Advise or suggest to any of the Company’s, or any of its Affiliates’, actual or prospective customers that they not engage in business with the Company or any of its Affiliates or that they withdraw or cancel any of their business with the Company or any of its Affiliates; or

(4) Invest in any company or business entity that competes with the Company or any of its Affiliates, unless such investment is as a less than 5% shareholder, and the company is listed on the national securities exchange or quoted on an automated quoting system.

The Executive expressly acknowledges the validity and legitimacy of the Company’s stated business interests and agrees that the period of restriction represented by this Section (8) is essential to the full protection of these interests.

(d) Confidentiality .

(1) Definitions . For purposes of this Agreement, the following definitions apply:

(a) “ Confidential Business Information ” means ideas, information, knowledge, data and discoveries, that are not generally known in the Company’s trade or industry and about which the Executive has knowledge as a result of the Executive’s employment with the Company, including without limitation, the identity of any of the Company’s clients (past, current, and prospective), lists of clients, data provided by or about such clients, client service information and materials, all information about existing or future contracts with such clients, all information about the products, techniques and services provided by the Company to such clients, all marketing and development plans, forecasts and forecast assumptions and volumes, price and cost objectives, price lists, pricing and quoting policies and procedures, the profit margins and financial information about the Company, employee records and data (including without limitation, records and data relating to the Company’s executives), client records and data, marketing strategy and other matters involved in the Company’s day-to-day operations, any of the foregoing information related to any Affiliate of the Company, and any and all information or materials in the Company’s possession or under its control from any other person or entity which the Company is obligated to treat as confidential or proprietary, and all know-how, business methods, processes, ideas, all written knowledge, information, discoveries, patents, patent applications, concepts, and other intellectual property (whether or not patentable), schematics, product development plans, forecasts, strategies and other technical, business and financial information, techniques, models, flow charts, research, development, procedures, marketing techniques and materials and development plans and all manifestations and embodiments thereof and improvements made thereto conceived, developed or acquired.

(b) “ Trade Secret ” means information of the Company or any of its Affiliates, including a formula, pattern, compilation, program, method, protocol, technique or process, that derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use, and that is the subject of efforts by the Company to maintain its secrecy that are reasonable under the circumstances.

(2) Covenant of Preservation of Confidentiality . The Executive recognizes that through the Executive’s relationship with the Company, he or she will have access to certain Confidential Business Information and Trade Secrets of the Company. Throughout the term of the Executive’s relationship with the Company, the Executive agrees to protect the Confidential Business Information and Trade Secrets of the Company from unauthorized use or disclosure, and to take all reasonable steps to ensure the secrecy and confidentiality of all Confidential Business Information and Trade Secrets. The Executive understands and agrees that the Confidential Information is a valuable, special and unique asset of the Company which is entitled to protection under the provisions of this Section (8)(d).

(3) Covenants of Confidentiality and Non-disclosure . The Executive agrees that during the Term of this Agreement, and for a period of five (5) years following the termination of this Agreement for any reason, the Executive will:

(a) Not make any use whatsoever, except on behalf of the Company in the course of the Executive’s regular duties to the Company, of Confidential Business Information or Trade Secrets without the prior written consent of the Company expressly waiving the restrictions provided herein;

(b) Not disclose or reveal any Confidential Business Information or Trade Secrets to any third party for any reason, except as may be required by law, whether performing services for the Company

or otherwise, and not to reproduce or distribute Confidential Business Information or Trade Secrets in any form, tangible or otherwise;

(d) Take all reasonable actions to assure proper precautions have been taken to prevent unauthorized access to, disclosure of, or loss or destruction of any Confidential Business Information or Trade Secrets provided to the Executive;

(e) Promptly return to the Company any Confidential Business Information or Trade Secrets then in tangible form upon the termination of the Executive’s employment; and

(f) Not take any action or actions in order to avoid or seek to avoid the observance or performance of any of the terms of this Agreement.

(e) Non-Disparagement . The Executive agrees that the Executive shall not, either during the term of the Executive’s employment with the Company or at any time after the Executive’s employment is terminated for any reason, make or publish (on social media or in any other medium or manner), (i) any disparaging, negative, or unflattering statement or communication (including without limitation any allegations regarding wrongful conduct) regarding the Company or any of its Affiliates, subsidiaries, shareholders, officers, directors, employees or agents, or (ii) any derogatory or negative opinions or statements concerning the Company or any of its Affiliates, shareholders, officers, directors, employees or agents, or concerning the Company’s operations. The parties acknowledge and agree that Company shall comply with all applicable laws and the Company’s internal policies relating to statements regarding the Executive and the character and nature of the termination of the Executive’s employment with the Company.

(f) Use of Name . The Executive agrees that the Executive will not, directly or indirectly, use any name which is similar to any corporate name of, or any trade name, service mark, trademark, logo or insignia used by, the Company or any of its Affiliates, other than in the performance of the Executive’s duties to the Company. Following termination of the Executive’s employment with the Company for any reason, the Executive shall not represent himself or herself as being in any way connected with the business of the Company or any of its Affiliates, except to the extent as may be separately agreed upon with the Company in writing.

(g) Assignment of Inventions .

(1) Definition . For the purposes of this Agreement, “ Inventions ” shall be deemed to mean all ideas, concepts, discoveries, inventions, developments, improvements, formulations, products, processes, know-how, designs, formulas, methods, developmental or experimental work, business processes, business strategies, operating procedures, clinical data, original works of authorship, software programs, software and systems documentation, trade secrets, technical data, or licenses to use (whether or not patentable or registrable under copyright or similar statutes), that are or were made, conceived, devised, invented, developed or reduced to practice or tangible medium by the Executive, either alone or jointly with others (a) during any period that the Executive is employed or engaged by the Company, whether or not during normal working hours or on the premises of the Company, which relate, directly or indirectly, to the business of the Company or its Affiliates or (b) which arise out of, or are incidental to, the Executive’s employment or engagement by the Company.

(2) Ownership of Inventions . The Executive acknowledges and agrees that all Inventions already existing at the date of this Agreement or which are developed or created after the date of this Agreement, belong to and are the absolute property of the Company and will not be used by the Executive for any purpose other than carrying out the Executive’s duties to the Company.

(3) Assignment of Inventions; Enforcement of Rights . Without limiting the general applicability of Section (8)(g)(2) above, by signing this Agreement the Executive assigns and agrees to assign in the future to the Company all of the Executive’s right, title and interest to any and all Inventions and any and all related patent rights, copyrights and applications and registrations related to such rights. The Executive also agrees to assign all of Executive’s right, title and interest in and to any particular Inventions to a third party as directed by the Company from time to time. During and after the Executive’s employment with the Company, the Executive agrees to cooperate with the Company, at the Company’s expense, in obtaining proprietary protection for the Inventions and the Executive further agrees to execute all documents which the Company shall reasonably request in order to establish or protect the Company’s rights in the Inventions. By signing this Agreement, the Executive appoints the Company as the Executive’s attorney in fact to execute and deliver any such documents on the Executive’s behalf in the event that the Executive should fail or refuse to do so within a reasonable period following the Company’s request.

(4) Works for Hire . The Executive acknowledges that all original works of authorship made by the Executive (solely or jointly with others) within the scope of the Executive’s employment

with the Company or any prior engagement of the Executive by the Company, which are protectable by copyright are intended to be “works made for hire,” as that term is defined in Section 101 of the United States Copyright Act of 1976 (the “ Act ”), and shall be the property of the Company and the Company shall be the sole author within the meaning of the Act. If deemed necessary by the Company, the Executive agrees that the Executive will, without receiving any further payment or consideration, assign to the Company all of the Executive’s right, title and interest in such copyrightable work and will cooperate with the Company, at the Company’s expense, to secure, maintain and defend, for the Company’s benefit, copyrights and any extensions and renewals thereof on any and all such work. By signing this Agreement, the Executive waives all claims to moral rights in any Inventions.

(5) Records . The Executive agrees to keep and maintain adequate and current records (in the form of notes, sketches, drawings and in any other form that may be required by the Company) of all Inventions made by the Executive during the Executive’s period of employment with the Company, and from any prior engagement of the Executive by the Company. The Executive agrees that such records shall be available to and remain the sole property of the Company at all times.

(6) Obligation to Keep Company Informed . The Executive agrees that during the term of the Executive’s employment with the Company and for a period of six (6) months immediately following termination of such employment, the Executive shall promptly disclose to the Company fully and in writing all Inventions created, written, authored, conceived or reduced to practice by the Executive, either alone or jointly with others. In addition, the Executive shall promptly disclose to the Company all patent applications filed by the Executive or on the Executive’s behalf within one (1) year after termination of the Executive’s employment with the Company.

(h) No Preparation . The Executive further covenants and agrees that during the Executive’s employment with the Company the Executive shall not make preparations to engage in any activity which would be prohibited by the provisions of this Section (8).

(i) Severability . If any of the covenants in this Section (8). should be found unreasonable by a court of competent jurisdiction, including without limitation any finding that such covenant is unenforceable because it covers too extensive a geographical area or survives too long a period of time, it is expressly agreed that such covenant will be construed so that the remaining provisions will not be affected, but will remain in full force and effect, and any such covenant will be deemed, without further action on the part of any person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction. For example, if a court determines that the non-compete covenant in Section (8)(b) above survives for too long a period of time, the non-compete covenant will remain enforceable against the Executive but the time limitation will be shortened by as much as is determined to be necessary by the court to make such covenant reasonable. The provisions of this Section (8) are severable and if any one or more provisions should be determined by a court of competent jurisdiction to be invalid or otherwise unenforceable, in whole or in part, the remaining provisions (and any partially unenforceable provision to the extent enforceable in any jurisdiction) shall, nevertheless, be binding and enforceable.

(j) Remedies . The parties agree that the Company will suffer irreparable damage if the Executive violates any covenant in this Section (8); therefore, the Company shall be entitled, in addition to any other rights or remedies that the Company may possess, without the posting of any bond or other security, to injunctive and other equitable relief to restrain the breach or threatened breach of, or otherwise to specifically enforce, any of the covenants of this Section (8) and the Company shall not be required to prove special damages. Additionally, without limiting the Company’s other remedies, if Executive breaches any covenant in this Section (8), the Executive agrees that the Executive will forfeit the Executive’s right to any payment of Severance payable while the Executive is breaching such covenant and after any such breach has occurred.

(k) Survival . The covenants and obligations of the Executive contained in this Section (8) shall survive the termination, for any reason, of the Executive’s employment with Company and/or the termination of this Agreement. If the Executive violates any covenant or obligation under this Section (8), then the expiration of the Executive’s obligations under this Section (8) shall be tolled and extended for a period of time equal in duration to the period of time that the Executive was in breach thereof. Subject to compliance with applicable law, the Executive shall not receive any payments of compensation owed by the Company to the Executive while in the Executive is in breach of this Section (8).

invalid or unenforceable provision shall be deemed severed from this Agreement without affecting the validity of any other term or provision hereof.

(10) CONTROLLING LAW . The terms of this agreement shall be construed and governed in accordance with the internal laws, but not the laws of conflicts, of the State of Ohio applicable to agreements made and to be performed entirely in that state. Each party hereto consents to the personal jurisdiction and venue of the federal and state courts with jurisdiction in Summit County, Ohio, for a resolution of all disputes arising out of the construction, interpretation, or enforcement of any term or provision of this Agreement, and each party hereby waives the claim or defense that such courts constitute an inconvenient forum.

(11) CONSTRUCTION OF AGREEMENT . This Agreement has been negotiated by the respective parties hereto, and the language hereof shall not be construed for or against any party. The titles and headings herein are for reference purposes only, and shall not in any manner limit the construction of this Agreement which shall be considered as a whole. All additions and deletions of provisions from all drafts of this Agreement shall be of no force or effect in interpreting the terms of the Agreement or the intentions of the parties hereto.

(12) Resolution of Disputes . The Executive and the Company agree that in the event any dispute arises concerning the construction, interpretation, or enforcement of any term or provision of this Agreement other than Section (8) of this Agreement, or any other complaint, grievance, or alleged unfair, improper, discriminatory, or illegal action by the Company, including, but not limited to allegations of discrimination, harassment, including sexual harassment, workers’ compensation retaliation, whistleblower retaliation, defamation, violation of public policy or any law, or any claim under the New Jersey Law Against Discrimination, as amended, the New Jersey Family Leave Act, the New Jersey Equal Pay Act, the New Jersey Conscientious Employee Protection Act, Ohio Revised Code Section 4112, Ohio Revised Code 4113.52, Chapter 13 of Title 1 of the South Carolina Code, Title 41 of the South Carolina Code, the Rehabilitation Act of 1973, Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, the Older Worker Benefit Protection Act, the Americans with Disabilities Act, the Fair Labor Standards Act, the Family and Medical Leave Act, or any other federal or state statute, or local ordinance, or any claim for employment discrimination, the Executive and the Company shall settle the dispute by arbitration in accordance with the United States Arbitration Act (9 U.S.C. § 1 et seq.) and the rules of the American Arbitration Association. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, specific performance of any obligation created under this Agreement, the issuance of an injunction or other provisional relief, or the imposition of sanctions for abuse or frustration of the arbitration process. Arbitration hereunder is limited to individual claims and cannot be brought on a class basis.

(13) EXPENSES OF LITIGATION . Without limiting Section (12) hereof, in the event any litigation or similar proceeding (“ Litigation ”) is commenced or defended by any party hereto claiming, in such litigation or defense a breach of this Agreement by the other party hereto, and in the event such commencing or defending party is successful on the merits of such claim or defense, and substantially prevails in Litigation, the other party shall pay to the prevailing party, all costs and expenses, including, without limitation, attorney’s fees, court costs, and cost of experts and investigation, whether at trial, upon appeal, or during investigation, of such prevailing party in prosecuting such claim or establishing such defense.

(14) Entire Agreement . No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement.

(15) Amendments; Waiver . Any amendment to or modification of this Agreement, and any waiver of any provision hereof, shall be in writing and shall require the prior written approval of the parties hereto as evidenced by the manual signature of each party or its respective representative. Any waiver by the Company of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach hereof.

(16) Binding Effect; Assignment . The terms of this Agreement shall inure to the benefit of the parties hereto, and shall be binding upon the successors and assigns of the Company and upon the Executive’s heirs, executors, representatives and administrators. Notwithstanding the foregoing, this Agreement is based on the personal services of the Executive, and the rights and obligations of the Executive hereunder shall not be assignable by the Executive.

(17) 409A Compliance .

(a) This Agreement is intended to comply with, or otherwise be exempt from, Section 409A of the Code.

(b) The Company shall undertake to administer, interpret, and construe this Agreement in a manner that does not result in the imposition on Executive of any additional tax, penalty, or interest under Section 409A of the Code.

(c) If the Company determines in good faith that any provision of this Agreement would cause the Executive to incur an additional tax, penalty, or interest under Section 409A of the Code, the Company (or its delegate) and the Executive shall use reasonable efforts to reform such provision, if possible, in a mutually agreeable fashion to maintain to the maximum extent practicable the original intent of the applicable provision without violating the provisions of Section 409A of the Code or causing the imposition of such additional tax, penalty, or interest under Section 409A of the Code.

(d) The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to the Executive under this Agreement. To the extent the Company complies with the terms of this Agreement, the Company shall not be liable to the Executive for any payment made under this Agreement that is determined to result in an additional tax, penalty, or interest under Section 409A of the Code, for any such tax, penalty or interest, or for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A of the Code.

(e) For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments.

(f) With respect to any reimbursement of expenses of the Executive or provision of in-kind benefits to the Executive subject to Section 409A of the Code, such reimbursement of expenses and provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or provision of in-kind benefits in one taxable year shall not affect the expenses eligible for reimbursement or provision of in-kind benefits in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or provision of in-kind benefit shall not be subject to liquidation or exchange for another benefit.

(g) Any termination of the Executive’s employment triggering payment of the benefits under Section 7(e) or otherwise under this Agreement must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of the Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by the Executive to the Company at the time the Executive’s employment terminates), any benefits payable under Section 7(e) or otherwise under this Agreement that constitute deferred compensation under Section 409A of the Code and are payable upon a termination of employment shall be delayed until the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h).

(h) If a payment obligation under this Agreement or other compensation arrangement arises on account of Executive’s separation from service while Executive is a “specified employee” as determined by the Company, any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six (6) months after such separation from service shall accrue without interest and shall be paid on the first business day after the end of the six (6) month period beginning on the date of such separation from service or, if earlier, on the date of his death.

(18) Counterparts . This Agreement may be executed and accepted in one or more counterparts for the convenience of the parties, each of which will be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of a facsimile of a manually executed counterpart hereof via facsimile transmission or by electronic mail transmission, including but not limited to an Adobe file format document (also known as a PDF file), shall be as effective as delivery of a manually executed counterpart hereof.

(19) WAIVER OF JURY TRIAL . AS A MATERIAL INDUCEMENT FOR THE EMPLOYMENT RELATIONSHIP REPRESENTED BY THE AGREEMENT, EACH PARTY, BY SIGNING THIS

AGREEMENT, KNOWINGLY, VOLUNTARILY, INTENTIONALLY, AND IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY OF ANY ISSUES RELATED TO THE AGREEMENT SO TRIABLE.

[Signature Page Follows.]

IN WITNESS WHEREOF , the parties hereto have executed this Executive Employment Agreement on the Effective Date first set forth above.

EXECUTIVE:

_________________________________

Louis Salamone

COMPANY :

BABCOCK & WILCOX ENTERPRISES, INC.

By:______________________________

Name: Kenny Young

Title: Chief Executive Officer

EXHIBIT A TO EXECUTIVE EMPLOYMENT AGREEMENT

SEVERANCE AGREEMENT AND RELEASE

This Severance Agreement and Release (this “ Agreement ”) is made and entered into by and among Babcock & Wilcox Enterprises, Inc., a Delaware corporation (the “ Company ”), and Louis Salamone and such person’s heirs, spouse, domestic partner, assigns, executors, administrators and attorneys (the “ Executive ”). This Agreement was presented to the Executive on [________], 20[___] and, subject to the terms hereof, the effective date of this Agreement shall be the date the upon which the Executive executes and delivers a counterpart of this Agreement to the Company.

Pursuant to this Agreement with the Company, as a condition and in consideration of the Executive receiving the Severance Package as that term is defined in the Executive Employment Agreement between the Executive and the Company dated November 19, 2018 (as amended from time to time, the “ Employment Agreement ”), the Executive and the Company, desiring to resolve all actual or potential claims the Executive may have against the Company, agree as follows:

1. Obligation of the Company : In consideration of Executive’s obligations set forth below, the Company shall provide to Executive the Severance Package described in Section (7) of the Employment Agreement (the “ Severance Package ”).

2. Obligations of Executive : In consideration of the Company’s obligations set forth in the Employment Agreement, and specifically the Severance Package described above, and for other good and valuable consideration, the sufficiency and receipt of which is hereby confirmed by the Executive:

(a) The Executive waives, and releases the Company, and its directors, officers, shareholders, employees, representatives, benefit plan administrators, agents and attorneys, both individually and collectively, (collectively, “ the Released Parties ”) from, all claims, rights, and causes of action, both known and unknown, in law or in equity, of any kind whatsoever that the Executive has or could have maintained against any of the Released Parties through the date of signing this Agreement, including any claim for attorney’s fees. Without limiting the generality of the foregoing, the Executive waives, and releases all of the Released Parties from, all claims, rights, and causes of action relating to or arising out of the Executive’s employment with, conditions of employment with, compensation by, or separation of employment from, the Company, including, without limitation, any claims, rights, charges, or causes of action arising under Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Acts of 1866 and 1871; the Age Discrimination in Employment Act of 1967, as amended (hereinafter referred to as the “ ADEA ”); Executive Order Nos. 11246 and 11478; the Equal Pay Act of 1963, as amended; the Employee Retirement Income Security Act of 1974, as amended; the Rehabilitation Act of 1973, as amended; the New Jersey Law Against Discrimination, as amended; the New Jersey Family Leave Act; the New Jersey Equal Pay Act; the New Jersey Conscientious Employee Protection Act; Ohio Revised Code Section 4112; Ohio Revised Code 4113.52; Chapter 13 of Title 1 of the South Carolina Code, Title 41 of the South Carolina Code, the Americans with Disabilities Act of 1990, as amended; the Family and Medical Leave Act of 1993; the National Labor Relations Act of 1935, as amended; the Fair Labor Standards Act of 1938, as amended; the Occupational Safety and Health Act of 1970, as amended; and the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, the Genetic Information Nondiscrimination Act, and any other federal or state law or local ordinance, including any suit in tort (including fraud, promissory estoppel and negligence) or contract (whether oral, written or implied), including any claim based on alleged breach of the Employment Agreement, or any other common law or equitable basis of action, except for any claim which may not lawfully be waived in this manner.

(b) The Executive represents that while the Executive is not legally barred from filing a charge of discrimination, the Executive has not filed, and does not intend to file, any charge of discrimination against any of the Released Parties with any federal, state or local agency and understands that the Company has reasonably relied on the Executive’s representations in this paragraph in agreeing to perform the obligation set forth in Section 1 of this Agreement. The Executive further waives any right to recovery based on any charge of discrimination filed by the Executive or on the Executive’s behalf.

3. Non-Disclosure . The Executive shall not disclose, either directly or indirectly, any of the terms of this Agreement, including, but not limited to, the amount of the payments to be made to the Executive pursuant to Section

1 or that the Company is paying the Executive, to any person or organization, including, but not limited to, members of the press and media, present and former employees, vendors, suppliers, or other members of the public. The Executive may only disclose those facts in a privileged context (attorney-client, accountant-client or husband-wife) with the understanding that such disclosure will remain privileged and will not be communicated to third parties. If asked about the Executive’s separation from employment with the Company, the Executive shall state only that the Executive has left the Executive’s employment with the Company amicably to pursue other opportunities.

4. Restrictive Covenants . Executive acknowledges that the Executive shall also continue to adhere to those provisions of the Employment Agreement with the Company relating to non-solicitation and non-competition, and all other restrictive covenants contained in Section (8) of the Employment Agreement, all of which are hereby incorporated into this Agreement by reference as if fully set forth in this Agreement.

5. Non-Admission . Neither this Agreement, nor anything contained in it, shall be construed as an admission by any of the Released Parties of any liability, wrongdoing or unlawful conduct whatsoever.

6. Severability . If a court of competent jurisdiction invalidates any provision of this Agreement, then all of the remaining provisions of this Agreement shall continue unabated and in full force and effect.

7. Entire Agreement . This Agreement contains the entire understanding and agreement between the parties regarding the subject matter of this Agreement and shall not be modified or superseded except upon express written consent of the parties to this Agreement. The Executive represents and acknowledges that in executing this Agreement, he does not rely and has not relied upon any representation or statement made by the Company or its agents, representatives or attorneys which is not set forth in this Agreement.

8. Governing Law . The laws of the State of Ohio shall govern this Agreement, and any action to enforce this Agreement shall be brought in Summit County, Ohio where jurisdiction and venue shall lie.

9. Agreement Not to be Used as Evidence . This Agreement shall not be admissible as evidence in any proceeding except one in which a party to this Agreement seeks to enforce this Agreement or alleges this Agreement has been breached.

10. Attorneys’ Fees . In any action to enforce this Agreement, the prevailing party shall be entitled to recovery of its reasonable attorneys’ fees and costs.

11. Opportunity to Consider and Confer . The Executive acknowledges that the Executive has had the opportunity to read, study, consider, and deliberate upon this Agreement. The Executive further acknowledges and understands that the Executive has been given a period of twenty-one (21) days in which the Executive may, but is not required to, consider this Agreement, that after the Executive signs it, the Executive has seven (7) days in which to revoke it. Executive further acknowledges that the Executive fully understands and completely agrees with all of the terms of this Agreement and that the Executive has been, and hereby is, specifically advised to consult with the Executive’s attorney before executing this Agreement.

[Signature Page Follows.]

IN WITNESS WHEREOF , and intending to be legally bound hereby, the Company and the Executive hereby execute this Severance Agreement and Release, consisting of four (4) pages (including this signature page) and including eleven (11) enumerated paragraphs, by signing below voluntarily and with full knowledge of the significance of all of its provisions.

PLEASE READ CAREFULLY. THIS RESIGNATION AGREEMENT, WAIVER AND RELEASE INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.

EXECUTIVE:

_________________________________

Louis Salamone

Date: ____________________________

COMPANY :

BABCOCK & WILCOX ENTERPRISES, INC.

By:________________________________

Print Name: ________________________

Print Title: _________________________

Date: ______________________________

Exhibit 10.51

EXECUTIVE EMPLOYMENT AGREEMENT

THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “ Agreement ”) is made and entered into this 19 ^th day of November, 2018 (the “ Effective Date ”), by and between Babcock & Wilcox Enterprises, Inc., a Delaware corporation (the “ Company ”) and Henry Bartoli, an individual resident of the State of New Jersey (the “ Executive ”).

RECITALS

WHEREAS , the Company desires to employ the Executive, and the Executive desires to provide services as an employee to the Company, on the terms and conditions specified in this Agreement; and

WHEREAS , the Company and Executive desire to set forth in writing their understandings and agreements with respect to all such matters.

AGREEMENT

(1) RECITALS . The foregoing recitals are true and correct and are expressly incorporated herein by this reference.

(2) EMPLOYMENT . The Company offers and the Executive accepts employment upon the terms and conditions hereinafter set forth.

(3) TERM OF EMPLOYMENT . The Executive’s employment with the Company shall commence on November 19, 2018 (the “ Commencement Date ”) and shall extend until the first anniversary of the Commencement Date or earlier terminated as provided herein (the “ Term ”). The parties expressly agree that designation of a term does not in any way limit the right of the parties to terminate this Agreement at any time as hereinafter provided.

(4) POSITIONS AND DUTIES . The Executive shall serve as the Chief Strategy Officer of the Company and its Affiliates (as herein defined), reporting to the President and Chief Executive Officer of the Company (the “ CEO ”). The Executive shall primarily be responsible for providing (a) advice regarding the operations and profitability of the Company and (ii) information and perspective related to potential strategic acquisitions for the Company.

(5) DUTIES AND RESPONSIBILITIES .

(a) In addition to the Executive’s general responsibilities described herein, the Executive shall also perform such other tasks and responsibilities consistent with the role of Chief Strategy Officer as may be assigned to the Executive by the CEO from time to time. The Executive shall use his reasonable best efforts to faithfully and efficiently perform such responsibilities. The Executive shall have such authority and power (and only such authority and power) as provided herein and/or are inherent to the undertakings applicable to the Executive’s position and necessary to carry out the duties required of the Executive hereunder. The Executive shall devote substantially all of his attention, time and energies during normal working hours to the business of the Company and shall at all times comply with all of the policies of the Company in accordance with their respective terms.

(b) The Executive may engage in civic, philanthropic, or community service activities, so long as such activities do not interfere with the Executive’s ability to comply with the terms and conditions of the Agreement and are not otherwise in conflict with the policies or interests of the Company. The Executive shall undertake no activity, which might interfere with the policies or interests of the Company. The Executive shall not undertake any activity which might interfere with the proper performance of the Executive’s duties to the Company hereunder, without first obtaining the permission of the CEO.

(c) It is anticipated that the Executive shall commute to the Company’s corporate office located in Ohio on weekly basis; however, the Executive shall be permitted to work from his home office from time to time.

(6) COMPENSATION .

(a) Annual Salary . For all services rendered by the Executive pursuant to this Agreement, the Executive shall receive an annual salary equal to $900,000 per year. The Annual Salary shall be payable in installments in accordance with the Company’s regular payroll procedures.

(b) Executive Benefits . The Executive shall, during the term of employment hereunder, be entitled to participate in all employee benefit plans and arrangements as shall from time to time be made available by the Company generally to or for senior executives of the Company, including, without limitation, medical, dental, disability and life insurance, subject to the terms and conditions of those benefit plans and arrangements. Such benefits are subject to change at the sole discretion of the Company.

(c) Commuting and Lodging Expenses . For so long as the Executive elects to keep his primary residence in New Jersey, Executive will be reimbursed for reasonable coach air fare between Ohio and New Jersey, with a maximum reimbursement of one round-trip flight every week plus reasonable expenses for travel to and from an airport. The Company shall reimburse the Executive for the reasonable cost of a mutually agreed-upon extended-stay hotel or other lodging and other reasonable travel and living expenses approved by the Company. Any reimbursement under this paragraph shall be subject to legally required tax and other withholdings, if any.

(d) Other Expenses . The Executive shall be entitled to be reimbursed for reasonable and necessary expenditures incurred in the performance of the Executive’s duties hereunder, provided that such expenditures are incurred and accounted for in accordance with the policies and procedures established by the Company.

(e) Vacation . The Executive shall be entitled to four (4) weeks of paid vacation per year in accordance with the Company’s applicable policies on accrual and use applicable to other Company executives of the same management level as the Executive as in effect or modified from time to time.

(7) Termination .

(a) At-Will Employment; Termination With and Without Cause .

(1) The Company may terminate this Agreement at any time for cause upon written notice to the Executive. Termination for “cause” as used herein, shall mean that the Executive: (i) has been convicted of, or pled guilty or nolo contendere to, a crime involving moral turpitude (including fraud, theft, embezzlement); (ii) has committed any act or acts amounting to gross negligence or willful misconduct (as such terms are normally defined under applicable law), as reasonably determined by the CEO, to the detriment of the Company; (iii) has violated the Company’s policies on non-discrimination and/or harassment; or (iv) has willfully failed to comply with any other material Company policy generally applicable to the Company’s employees that has been provided or made available to the Executive; provided that, in the case of (ii), (iii) and (iv) only, the Executive has been previously notified of any such failure and has been provided at least thirty (30) days to cure any such failure.

(b) Mutual Agreement . The Executive’s employment hereunder may be terminated at any time by the mutual written agreement of both parties.

time as the Executive is unable to perform the Executive’s duties hereunder for a period of ninety (90) consecutive days (which period may be extended by up to thirty (30) days at the Company’s sole discretion).

(e) Severance . Except as provided below, and without limiting the at-will nature of the Executive’s employment with the Company, the Company agrees that (i) unless the Executive is terminated for “cause” as defined above, upon the termination of the Executive’s employment by the Company for any other reason, (ii) upon the Executive’s termination of the Executive’s employment for “good reason” as defined in Section 7(g) below (provided such termination occurs with ninety (90) days of the initial occurrence of the events providing “good reason” for such termination), or (iii) upon the Executive’s termination as a result of the Executive’s death or disability, the Executive (or the Employee’s estate in the case of the death of the Employee) will be entitled to a severance payment (the “ Severance ”) equal to Executive base salary for the remainder of the Term (the “ Severance Period ”), on the terms described in Section (7)(f) below. In the event any such Severance is payable pursuant to this Agreement and is unpaid at the time of the Executive’s death, such payment shall be made to the Executive’s estate. For the avoidance of doubt, no Severance shall be payable in the event the Executive is terminated by the Company for “cause” as defined above. Additionally, no Severance shall be payable in the event the Executive voluntarily terminates the Executive’s employment with the Company for any reason other than for “good reason.”

(f) Payment and Conditions for Severance Compensation . For purposes of this Agreement, any Severance payable hereunder shall be paid in periodic payments pursuant to the Company’s customary payroll schedule during the Severance Period. Any such Severance shall only be payable: (i) following the Executive’s execution of a Severance Agreement and Release substantially in the form attached as Exhibit A to this Agreement (no later than 21 days following the termination of this Agreement), and (ii) provided the Executive remains in material compliance with all provisions of this Agreement that survive the termination of this Agreement. For the avoidance of doubt, the Severance Compensation is subject to the provisions of Section 8(a) below and is payable pursuant to the Company’s customary payroll schedule over the Severance Period and shall never be payable in a lump sum.

(g) Termination for “Good Reason” . The Executive may terminate this Agreement immediately upon written notice for “good reason.” For purposes of this Agreement, “good reason” shall mean, without the Executive’s express written consent, the occurrence of any of the following circumstances: (i) a reduction in the Executive’s base salary; (ii) the Company requiring the Executive to relocate his primary residence from his current residence in New Jersey; or (iii) a material adverse change or material diminution in the Executive’s duties, responsibilities, functions or status with the Company resulting in the Executive no longer reporting directly to the CEO.

(h) Treatment of Equity Awards . The Company agrees that (i) unless the Executive is terminated for “cause” as defined above, upon the termination of the Executive’s employment by the Company for any other reason, or (ii) upon the Executive’s termination of the Executive’s employment for “good reason” as defined in Section 7(g) (provided such termination occurs with ninety (90) days of the initial occurrence of the events providing “good reason” for such termination):

(1) all outstanding equity awards with respect to the Company's stock that vest solely based on the passage of time will become fully vested;

(2) each outstanding equity award with respect to the Company's stock that vests or is earned based on the achievement of one or more performance goals and for which the performance period has not been completed will vest or be earned as if the performance period ended on the date of such termination and the performance goals were met at target; and

(3) each outstanding equity award with respect to the Company's stock that vests or is earned based on the achievement of one or more performance goals and for which the performance period has been completed shall vest or be earned based on the level of actual achievement of such performance goals, as certified by the Compensation Committee of the Company’s Board of Directors, and shall be paid or settled at the same time as other executives receive payment or settlement with respect to such award, but without regard to any requirement that the Executive remain employed on the payment or settlement date as a condition for receipt thereof.

Notwithstanding the foregoing, the provisions in this Section 7(h) will not apply to the Stock Appreciation Right Award Grant Agreement granted to the Executive in connection with the Executive’s commencement of employment, which award will be subject to and solely governed by the terms of the award agreement.

(8) Restrictive Covenants and Assignment of Inventions .

(1) “ Affiliate ” shall mean, with respect to the Company, any entity directly or indirectly controlling, controlled by, or under common control with the Company.

(3) “ Non-Compete Period ” shall mean the term of the Executive’s employment with the Company plus the term of the Severance Period, if any.

(b) Covenant Not to Compete . The Executive agrees that during the Non-Compete Period, without the express written consent of the CEO, the Executive shall not directly or indirectly:

(c) Non-Solicitation . The Executive agrees that during the Non-Compete Period and for a period of one (1) year immediately following termination of the Executive’s employment for any reason, including without limitation the Executive’s retirement or any voluntary or involuntary termination, without the express written consent of the CEO, the Executive shall not, directly or indirectly, either as an individual on the Executive’s own account or as a partner, owner, joint venturer, employee, agent, salesperson, independent contractor, consultant, officer, director, stockholder, or otherwise:

(1) Counsel, solicit, assist anyone else in soliciting, or attempt to induce any person employed by the Company or any of its Affiliates, or any person engaged in an independent

contractor relationship with the Company or of its Affiliates, to terminate his or her employment or business relationship with the Company or any of its Affiliates;

(d) Confidentiality .

(1) Definitions . For purposes of this Agreement, the following definitions apply:

(b) Not disclose or reveal any Confidential Business Information or Trade Secrets to any third party for any reason, except as may be required by law, whether performing services for the Company or otherwise, and not to reproduce or distribute Confidential Business Information or Trade Secrets in any form, tangible or otherwise;

(e) Promptly return to the Company any Confidential Business Information or Trade Secrets then in tangible form upon the termination of the Executive’s employment; and

(f) Not take any action or actions in order to avoid or seek to avoid the observance or performance of any of the terms of this Agreement.

(e) Non-Disparagement . The Executive and the Company agree that the Executive and the Company shall not, either during the term of the Executive’s employment with the Company or at any time after the Executive’s employment is terminated for any reason, make or publish (on social media or in any other medium or manner), (i) any disparaging, negative, or unflattering statement or communication regarding the Executive or the Company or any of its Affiliates, subsidiaries, shareholders, officers, directors, employees or agents, or (ii) any derogatory or negative opinions or statements concerning the Executive or the Company or any of its Affiliates, shareholders, officers, directors, employees or agents, or concerning the Company’s operations. The parties acknowledge and agree that Company shall comply with all applicable laws and the Company’s internal policies relating to statements regarding the Executive and the character and nature of the termination of the Executive’s employment with the Company.

(g) Assignment of Inventions .

particular Inventions to a third party as directed by the Company from time to time. During and after the Executive’s employment with the Company, the Executive agrees to cooperate with the Company, at the Company’s expense, in obtaining proprietary protection for the Inventions and the Executive further agrees to execute all documents which the Company shall reasonably request in order to establish or protect the Company’s rights in the Inventions. By signing this Agreement, the Executive appoints the Company as the Executive’s attorney in fact to execute and deliver any such documents on the Executive’s behalf in the event that the Executive should fail or refuse to do so within a reasonable period following the Company’s request.

(4) Works for Hire . The Executive acknowledges that all original works of authorship made by the Executive (solely or jointly with others) within the scope of the Executive’s employment with the Company or any prior engagement of the Executive by the Company, which are protectable by copyright are intended to be “works made for hire,” as that term is defined in Section 101 of the United States Copyright Act of 1976 (the “ Act ”), and shall be the property of the Company and the Company shall be the sole author within the meaning of the Act. If deemed necessary by the Company, the Executive agrees that the Executive will, without receiving any further payment or consideration, assign to the Company all of the Executive’s right, title and interest in such copyrightable work and will cooperate with the Company, at the Company’s expense, to secure, maintain and defend, for the Company’s benefit, copyrights and any extensions and renewals thereof on any and all such work. By signing this Agreement, the Executive waives all claims to moral rights in any Inventions.

(9) SEVERABILITY . If any provision of this Agreement is ultimately determined to be invalid or unenforceable, such provisions shall be deemed limited by construction in scope and effect to the minimum extent necessary to render the same valid and enforceable, and, in the event no such limiting construction is possible, such invalid or unenforceable provision shall be deemed severed from this Agreement without affecting the validity of any other term or provision hereof.

(12) Resolution of Disputes . The Executive and the Company agree that in the event any dispute arises concerning the construction, interpretation, or enforcement of any term or provision of this Agreement other than Section (8) of this Agreement, or any other complaint, grievance, or alleged unfair, improper, discriminatory, or illegal action by the Company, including, but not limited to allegations of discrimination, harassment, including sexual harassment, workers’ compensation retaliation, whistleblower retaliation, defamation, violation of public policy or any law, or any claim under the New Jersey Law Against Discrimination, as amended, the New Jersey Family Leave Act, the New Jersey Equal Pay Act, the New Jersey Conscientious Employee Protection Act, Ohio Revised Code Section 4112, Ohio Revised Code 4113.52, the Rehabilitation Act of 1973, Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, the Older Worker Benefit Protection Act, the Americans with Disabilities Act, the Fair Labor Standards Act, the Family and Medical Leave Act, or any other federal or state statute, or local ordinance, or any claim for employment discrimination, the Executive and the Company shall settle the dispute by arbitration, with three arbitrators, in accordance with the United States Arbitration Act (9 U.S.C. § 1 et seq.) and employment dispute rules of the American Arbitration Association. The arbitrators shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, specific performance of any obligation created under this Agreement, the issuance of an injunction or other provisional relief, or the imposition of sanctions for abuse or frustration of the arbitration process. Arbitration hereunder is limited to individual claims and cannot be brought on a class basis. The Company shall pay for any fees of the American Arbitration Association and one arbitrator, with the fees for the remaining two arbitrators shared equally by the Company and the Exeuctive.

(13) Entire Agreement . No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement.

(14) Amendments; Waiver . Any amendment to or modification of this Agreement, and any waiver of any provision hereof, shall be in writing and shall require the prior written approval of the parties hereto as evidenced by the manual signature of each party or its respective representative. Any waiver by the Company of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach hereof.

(15) Binding Effect; Assignment . The terms of this Agreement shall inure to the benefit of the parties hereto, and shall be binding upon the successors and assigns of the Company and upon the Executive’s heirs, executors, representatives and administrators. Notwithstanding the foregoing, this Agreement is based on the personal services of the Executive, and the rights and obligations of the Executive hereunder shall not be assignable by the Executive.

(16) 409A Compliance .

(a) This Agreement is intended to comply with, or otherwise be exempt from, Section 409A of the Code.

(c) If the Company determines in good faith that any provision of this Agreement would cause the Executive to incur an additional tax, penalty, or interest under Section 409A of the Code, the Company (or its delegate) and Executive shall use reasonable efforts to reform such provision, if possible, in a mutually agreeable fashion to maintain to the maximum extent practicable the original intent of the applicable provision without violating the provisions of Section 409A of the Code or causing the imposition of such additional tax, penalty, or interest under Section 409A of the Code.

(d) The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. To the extent the Company complies with the terms of this Agreement, the Company shall not be liable to Executive for any payment made under this Agreement that is determined to result in an additional tax, penalty, or interest under Section 409A of the Code, for any such tax, penalty or interest, or for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A of the Code.

(e) For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments.

(f) With respect to any reimbursement of expenses of Executive or provision of in-kind benefits to the Executive subject to Section 409A of the Code, such reimbursement of expenses and provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or provision of in-kind benefits in one taxable year shall not affect the expenses eligible for reimbursement or provision of in-kind benefits in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or provision of in-kind benefit shall not be subject to liquidation or exchange for another benefit.

(17) INDEMNIFICATION . The Company shall indemnify the Executive for any liability to the fullest extent applicable to any other member of the Board of Directors or senior officer of the Company. In addition, the Company agrees to continue and maintain, at the Company’s sole expense, a directors’ and officers’ liability insurance policy covering the Executive both during and, while potential liability exists, after the Term that is no less favorable than the policy covering Board members and senior officers of the Company from time to time.

(19) WAIVER OF JURY TRIAL . AS A MATERIAL INDUCEMENT FOR THE EMPLOYMENT RELATIONSHIP REPRESENTED BY THE AGREEMENT, EACH PARTY, BY SIGNING THIS AGREEMENT, KNOWINGLY, VOLUNTARILY, INTENTIONALLY, AND IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY OF ANY ISSUES RELATED TO THE AGREEMENT SO TRIABLE.

[Signature Page Follows.]

IN WITNESS WHEREOF , the parties hereto have executed this Executive Employment Agreement on the Effective Date first set forth above.

EXECUTIVE:

_________________________________

Henry Bartoli

COMPANY :

BABCOCK & WILCOX ENTERPRISES, INC.

By: __________________________

Name: Kenny Young

Title: Chief Executive Officer

EXHIBIT A TO EXECUTIVE EMPLOYMENT AGREEMENT

SEVERANCE AGREEMENT AND RELEASE

This Severance Agreement and Release (this “ Agreement ”) is made and entered into by and among Babcock & Wilcox Enterprises, Inc., a Delaware corporation (the “ Company ”), and Henry Bartoli and such person’s heirs, spouse, domestic partner, assigns, executors, administrators and attorneys (the “ Executive ”). This Agreement was presented to the Executive on [________], 20[___] and, subject to the terms hereof, the effective date of this Agreement shall be the date the upon which the Executive executes and delivers a counterpart of this Agreement to the Company.

2. Obligations of Executive : In consideration of the Company’s obligations set forth in the Employment Agreement, and specifically the Severance Package described above, and the mutual promises contained herein, and for other good and valuable consideration, the sufficiency and receipt of which is hereby confirmed by the Executive and the Company:

(a) The Executive and the Company release and forever discharge each other, and their respective directors, officers, shareholders, employees, representatives, benefit plan administrators, agents and attorneys, both individually and collectively, (collectively, “ the Released Parties ”) from, all claims, rights, and causes of action, both known and unknown, in law or in equity, of any kind whatsoever arising through the date of signing this Agreement, including, but not limited to, any claims, rights, and causes of action relating to or arising out of the Executive’s employment with, conditions of employment with, compensation by, or separation of employment from, the Company. This complete release specifically includes, but is not limited to, a release of any and all claims rights, charges, or causes of action arising under Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Acts of 1866 and 1871; the Age Discrimination in Employment Act of 1967, as amended (hereinafter referred to as the “ ADEA ”); Executive Order Nos. 11246 and 11478; the Equal Pay Act of 1963, as amended; the Employee Retirement Income Security Act of 1974, as amended; the Rehabilitation Act of 1973, as amended; the New Jersey Law Against Discrimination, as amended; the New Jersey Family Leave Act; the New Jersey Equal Pay Act; the New Jersey Conscientious Employee Protection Act; Ohio Revised Code Section 4112; Ohio Revised Code 4113.52; the Americans with Disabilities Act of 1990, as amended; the Family and Medical Leave Act of 1993; the National Labor Relations Act of 1935, as amended; the Fair Labor Standards Act of 1938, as amended; the Occupational Safety and Health Act of 1970, as amended; and the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, the Genetic Information Nondiscrimination Act, and any other federal or state law or local ordinance, including any suit in tort (including fraud, promissory estoppel and negligence) or contract (whether oral, written or implied), including any claim based on alleged breach of the Employment Agreement, or any other common law or equitable basis of action, except for (i) any claim which may not lawfully be waived in this manner or (ii) any claims, rights, and causes of action relating to or arising out of defamation of the Executive by officers or directors of the Company or an intentional tort by the Company or its officers or directors.

3. Non-Disclosure . The Executive and the Company each shall not disclose, either directly or indirectly, any of the terms of this Agreement, including, but not limited to, the amount of the payments to be made to the Executive pursuant to Section 1 or that the Company is paying the Executive, to any person or organization, including, but not limited to, members of the press and media, present and former employees, vendors, suppliers, or other members of the public. The Executive and the Company may only disclose those facts in a privileged context (attorney-client, accountant-client or husband-wife) with the understanding that such disclosure will remain privileged and will not be communicated to third parties. If asked about the Executive’s separation from employment with the Company, the Company and the Executive shall state only that the Executive has left the Executive’s employment with the Company amicably to pursue other opportunities.

5. Non-Admission . Neither this Agreement, nor anything contained in it, shall be construed as an admission by any of the Released Parties of any liability, wrongdoing or unlawful conduct whatsoever.

8. Governing Law . The laws of the State of Ohio shall govern this Agreement, and any action to enforce this Agreement shall be brought in Summit County, Ohio where jurisdiction and venue shall lie.

10. Opportunity to Consider and Confer . The Executive acknowledges that the Executive has had the opportunity to read, study, consider, and deliberate upon this Agreement. The Executive further acknowledges and understands that the Executive has been given a period of twenty-one (21) days in which the Executive may, but is not required to, consider this Agreement, that after the Executive signs it, the Executive has seven (7) days in which to revoke it. Executive further acknowledges that the Executive fully understands and completely agrees with all of the terms of this Agreement and that the Executive has been, and hereby is, specifically advised to consult with the Executive’s attorney before executing this Agreement.

[Signature Page Follows.]

IN WITNESS WHEREOF , and intending to be legally bound hereby, the Company and the Executive hereby execute this Severance Agreement and Release, consisting of four (4) pages (including this signature page) and including ten (10) enumerated paragraphs, by signing below voluntarily and with full knowledge of the significance of all of its provisions.

PLEASE READ CAREFULLY. THIS RESIGNATION AGREEMENT, WAIVER AND RELEASE INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.

EXECUTIVE:

_________________________________

Henry Bartoli

Date: _____________________________

COMPANY :

BABCOCK & WILCOX ENTERPRISES, INC.

By:_________________________________

Print Name: _________________________

Print Title: __________________________

Date: _______________________________

Exhibit 10.52

STOCK APPRECIATION RIGHT AWARD

GRANT AGREEMENT

To:

Effective (the “ Date of Grant ”), the Compensation Committee of the Board of Directors (the “ Committee ”) of Babcock & Wilcox Enterprises, Inc. (“ BW ”) awarded you a grant of performance units (“ Performance Units ”) under the Babcock & Wilcox Enterprises, Inc. 2015 Long-Term Incentive Plan (the “ Plan ”). By accepting your grant online through the Schwab Equity Award Center, you agree that these incentives are granted under and governed by the terms and conditions of the Plan and this Stock Appreciation Right Award Grant Agreement, which is included in the online acceptance process. A copy of the Plan can be found at http://equityawardcenter.schwab.com under the “At a Glance/My Company Info” tab in your Schwab account. The Plan is incorporated by reference and made a part of the terms and conditions of your award.

Any reference or definition contained in this Agreement shall, except as otherwise specified, be construed in accordance with the terms and conditions of the Plan and all determinations and interpretations made by the Committee with regard to any question arising hereunder or under the Plan shall be binding and conclusive on you and your legal representatives and beneficiaries. The term “BW” as used in this Agreement with reference to employment shall include subsidiaries of BW (including unconsolidated joint ventures). Whenever the words “you” or “your” are used in any provision of this Agreement under circumstances where the provision should logically be construed to apply to the beneficiary, estate, or personal representative, to whom any rights under this Agreement may be transferred by will or by the laws of descent and distribution, it shall be deemed to include such person.

Terms of Stock Appreciation Right Award

Grant of SARs . You have been awarded the number of SARs listed in the table below. Each SAR represents a right to receive a cash payment, calculated as described below, provided that the applicable vesting criteria are satisfied and the Stock Price Goal is attained. The number of Stock Appreciation Rights (SARs) granted, the Base Price and the Share Price Goal are as follows:



SARs Granted	Base Price per SAR	Share Price Goal

Vesting . One hundred percent (100%) of your SARs will vest upon your completion of years of Service. For purposes of this award, “ Service ” shall mean your performance of services for BW in any capacity, including, but not limited to, as an employee, consultant, or director.

Exercise Procedures . Provided that the SARs have previously vested and have not expired, you may exercise all or a portion of your SARs during an Exercise Window. An Exercise Window will be the ten (10) calendar days following the end of any calendar quarter during which the Average Share Price is greater than or equal to the Share Price Goal listed above. For purposes of this award, “ Average Share Price ” means the volume weighted average price of a Share, as reported on the consolidated transaction reporting system for the principal national securities exchange on which the Shares are then traded, for the period beginning on the first day of the calendar quarter and ending on the last day of the calendar quarter.

Payment . Upon exercise, you will be entitled to receive a cash payment equal to the SAR Value (as defined below), which will be paid to you in cash within ten (10) business days following BW’s receipt of your notice of exercise. The SAR Value shall be calculated as follows:

SAR Value ($) = (Exercise Price - Base Price) * (number of SARs exercised).

The “ Exercise Price ” shall equal the volume weighted average price of a Share, as reported on the consolidated transaction reporting system for the principal national securities exchange on which the Shares are then traded, for the thirty (30) day period ending on the last day of the calendar quarter.

Once an SAR is exercised, it cannot again be exercised.

An example of the SAR Value calculation can be found in Exhibit A attached hereto.

Change in Control . Notwithstanding anything to the contrary in this Agreement or the Plan, immediately prior to a Change in Control, 100% of your SARs shall be deemed vested and shall be considered immediately exercisable as of the date of the Change in Control upon written notice by you to BW, provided that the Change in Control Price is greater than or equal to the Share Price Goal. For purposes of this award, the “ Change in Control Price ” shall mean the per Share price paid or deemed paid in the Change in Control transaction, as determined by the Committee. For purposes of calculating the SAR Value, if you exercise your SARs at the Change in Control, the “Exercise Price” in the above formula shall be deemed to equal the Change in Control Price.

Expiration . Unless earlier terminated according to the terms of this Agreement, the SARs will expire upon the anniversary of the Grant Date (the “ Expiration Date ”), and may not be exercised after such date.

Termination of Service .


•	If your Service terminates due to death or Disability, then you may exercise your SARs, to the extent vested, until the second anniversary of your date of termination, and any SARs that you do not exercise by such date shall be forfeited and cancelled.

•

If your Service terminates by BW without Cause or by you for Good Reason, then 100% of your SARs shall be deemed vested as of the date of your termination, and shall remain exercisable until the second anniversary of your date of termination and any SARs that you do not exercise by such date shall be forfeited and cancelled. For purposes of this Agreement, “Cause” shall have the same definition as in your most recent employment agreement with BW, regardless of whether in effect at the time of your termination, and “Good Reason” shall have the same definition, if any, as in your employment agreement with BW that is effective at the time of your termination, if any.

•

If your Service terminates in any other circumstance, then your SARs shall be forfeited and cancelled immediately upon such termination. In addition, if BW determines after your termination for any reason other than Cause that it could have terminated you for Cause had all the relevant facts been known to BW at the time of your termination, then all your SARs, whether or not then vested, shall immediately be forfeited as of the date of BW’s determination.

Notwithstanding the foregoing, in no event may you exercise your SARs after the Expiration Date.

Taxes

You will realize income in connection with this SAR Award in accordance with the tax laws of the jurisdiction that is applicable to you. You should consult your tax advisor as to the federal and/or state income tax consequences associated with this SAR Award as it relates to your specific circumstances.

By acceptance of this letter, you agree that any amount which BW is required to withhold on your behalf, including state income tax and FICA withholding, in connection with income realized by you under this grant or as otherwise required under applicable law will be satisfied by withholding an amount otherwise issuable hereunder equal to the amount of taxes required to be withheld.

Transferability

The SARs granted hereunder are non-transferable other than by will or by the laws of descent and distribution or pursuant to a qualified domestic relations order.

Securities and Exchange Commission Requirements

If you are a Section 16 insider, this type of transaction may be reported on a Form 4 before the end of the second (2 ^nd ) business day following the Date of Grant. Please be aware that if you are going to reject the grant, you should do so immediately after the Date of Grant to avoid potential Section 16 liability. Please advise BW immediately if you intend

to reject this grant. Absent such notice of rejection, BW will prepare and file the required Form 4 on your behalf within the required deadline.

Those of you covered by these requirements will have already been advised of your status. Others may become Section 16 insiders at some future date, in which case reporting will be required at that time. If Section 16 applies to you, you are also subject to Rule 144. This Rule is applicable only when the shares are sold, so you need not take any action under Rule 144 at this time.

Clawback Provisions

Notwithstanding anything in this Agreement to the contrary, you acknowledge and agree that this Agreement and the award described herein (and any settlement thereof) are subject to the terms and conditions of the BW’s clawback policy (if any) as may be in effect from time to time specifically to implement Section 10D of the Exchange Act, and any applicable rules or regulations promulgated thereunder (including applicable rules and regulations of any national securities exchange on which BW shares may be traded) (the “ Compensation Recovery Policy ”), and that the terms of this Agreement shall be deemed superseded by and subject to the terms and conditions of the Compensation Recovery Policy from and after the effective date thereof.

Limits on Payments

Notwithstanding any other provision of this Agreement, if any portion of a payment made under the terms of this Agreement or under any other agreement between you and BW or plan of BW or its affiliates (in the aggregate, “ Total Payments ”), would constitute an “excess parachute payment” and would, but for this paragraph, result in you being subject to an excise tax under Code Section 4999 or any successor provision (an “ Excise Tax ”), then the Total Payments to be made to you shall either be (A) delivered in full, or (B) delivered in such amount so that no portion of such Total Payment would be subject to the Excise Tax, whichever of the foregoing results in your receipt of the greatest benefit on an after-tax basis (taking into account the applicable federal, state and local income taxes and the Excise Tax).

Other Information

Neither the action of BW in establishing the Plan, nor any action taken by it, by the Committee or by your employer, nor any provision of the Plan or this Agreement shall be construed as conferring upon you the right to be retained in the employ of BW.

Exhibit A

Example Calculation of SAR Value

Exhibit 10.53

Portions of this Exhibit marked by [***] have been omitted pursuant to Rule 601(b)(10) of Regulation S-K. The omitted information is not material and, if publicly disclosed, would likely cause competitive harm to the registrant.

AMENDMENT NO. 15 AND LIMITED WAIVER TO CREDIT AGREEMENT

This AMENDMENT NO. 15 AND LIMITED WAIVER TO CREDIT AGREEMENT (this “ Amendment ”), dated as of March 19, 2019, is among BABCOCK & WILCOX ENTERPRISES, INC ., a Delaware corporation (the “ Borrower ”), BANK OF AMERICA, N.A ., in its capacity as administrative agent for the Lenders (as defined in the Credit Agreement described below) (in such capacity, the “ Administrative Agent ”), and each of the Lenders party hereto, and, for purposes of Sections 1 , 2 , 4 , 5 , 6 , 7 , 8 , and 10 hereof, acknowledged and agreed by certain Subsidiaries of the Borrower, as Guarantors.

W I T N E S S E T H:

WHEREAS , the Borrower, the Administrative Agent and the Lenders have entered into that certain Credit Agreement, dated as of May 11, 2015 (as amended by Amendment No. 1 to Credit Agreement, dated as of June 10, 2016, Amendment No. 2 to Credit Agreement, dated as of February 24, 2017, Amendment No. 3 to Credit Agreement, dated as of August 9, 2017, Amendment No. 4 to Credit Agreement, dated as of September 20, 2017, Amendment No. 5 to Credit Agreement, dated as of March 1, 2018, Amendment No. 6 to Credit Agreement, dated as of April 10, 2018, Consent and Amendment No. 7 to Credit Agreement, dated as of June 1, 2018, Amendment No. 8 to Credit Agreement, dated as of August 9, 2018, Amendment No. 9 and Consent to Credit Agreement, dated as of September 14, 2018, Amendment No. 10 to the Credit Agreement, dated as of September 28, 2018, Amendment No. 11 to the Credit Agreement, dated as of October 4, 2018, Amendment No. 12 to the Credit Agreement, dated as of October 31, 2018, Amendment No. 13 to the Credit Agreement, dated as of December 19, 2018, Amendment No. 14 to the Credit Agreement, dated as of January 15, 2019, and from time to time further amended, supplemented, restated, amended and restated or otherwise modified, the “ Credit Agreement ”; capitalized terms used in this Amendment not otherwise defined herein shall have the respective meanings given thereto in the Credit Agreement (as amended hereby), pursuant to which the Revolving Credit Lenders have provided the Revolving Credit Facility to the Borrower and the Term Loan Lenders have provided the Term Loan Facility to the Borrower; and

WHEREAS , the Borrower has requested that the Administrative Agent and the Required Lenders agree to add an additional term loan tranche under the existing Term Loan Facility and the extension of credit and related obligations and liabilities arising from time to time thereunder shall be on a subordinated basis to the Revolving Credit Facility, and the Lenders signatory hereto are willing to consent to effect such amendments on the terms and conditions contained in this Amendment;

WHEREAS , each Loan Party hereby acknowledges and confirms that the non-compliance events on Exhibit A hereto (referred to as the “ Non-Compliance Events ”) have occurred or are anticipated to occur;

WHEREAS , the Borrower and the other Loan Parties have requested that the Administrative Agent and the Required Lenders waive the Non-Compliance Events on a limited basis from the date upon which this Amendment becomes effective until the occurrence of a Waiver Termination Event, as such term is defined in Section 2 herein and subject to the last paragraph thereof (the “ Waiver Period ”);

WHEREAS , solely with respect to the Non-Compliance Events, the Administrative Agent and the Lenders party hereto have agreed to waive the Non-Compliance Events in accordance with the terms and conditions set forth herein;

WHEREAS , the actions of the Administrative Agent and the Lenders party hereto in entering into this Amendment are without prejudice to the rights of any of the Administrative Agent and the other Secured

Parties to pursue any and all remedies under the Loan Documents, pursuant to applicable law or in equity available to any of them in their sole discretion upon the termination (whether upon expiration thereof or otherwise) of the Waiver Period; and

WHEREAS , identification of the Non-Compliance Events in this Amendment does not constitute an agreement by the Administrative Agent, the Lenders and/or any of the other Secured Parties that there are no other Defaults or Events of Default currently existing or anticipated under the Credit Agreement or the other Loan Documents, and the Administrative Agent and the other Secured Parties have reserved all rights and remedies with respect to any such Defaults or Events of Default.

NOW , THEREFORE , in consideration of the premises and further valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:


1.	Amendments to the Credit Agreement.

The Credit Agreement is, effective as of the Amendment No. 15 Effective Date (as defined below), hereby amended as follows:


(a)	Section 1.01 ( Defined Terms ) of the Credit Agreement is hereby amended by inserting the following new definitions in the appropriate alphabetical order in Section 1.01:

“ Amendment No. 15 ” means that certain Amendment No. 15 and Limited Waiver, dated as of the date of the Amendment No. 15 Effective Date, by and among the Borrower, the Administrative Agent and the Lenders party thereto, and acknowledged and agreed by the Guarantors.

“ Amendment No. 15 Effective Date ” means March 19, 2019, the date on which the conditions precedent to the effectiveness of Amendment No. 15 were satisfied.

“ Tranche A-1 Term Loan ” has the meaning specified in Section 2.01A.

“ Tranche A-1 Term Loan Borrowing ” means a borrowing consisting of simultaneous Term Loans of the same Type and, in the case of Eurocurrency Rate Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01A.

“ Tranche A-1 Term Loan Commitment ” means, as to each Tranche A-1 Term Loan Lender, its obligation to make Term Loans to the Borrower pursuant to Section 2.01A in an aggregate principal amount not to exceed the Dollar amount set forth opposite such Tranche A-1 Term Loan Lender’s name on Schedule 2.01 or opposite such caption in the Assignment and Assumption pursuant to which such Tranche A-1 Term Loan Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. Each Tranche A-1 Lender’s Term Loan Commitment shall be permanently reduced by the amount of Tranche A-1 Term Loans made to the Borrower by such Tranche A-1 Term Loan Lender.

“ Tranche A-1 Term Loan Lender ” means each Lender that has a Term Loan Commitment pursuant to Section 2.01A or holds Tranche A-1 Term Loans.

“ Tranche A-2 Term Loan ” has the meaning specified in Section 2.01B.

“ Tranche A-2 Term Loan Borrowing ” means a borrowing consisting of simultaneous Term Loans of the same Type and, in the case of Eurocurrency Rate Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01B.

“ Tranche A-2 Term Loan Commitment ” means, as to each Tranche A-2 Term Loan Lender, its obligation to make Term Loans to the Borrower pursuant to Section 2.01B in an aggregate principal amount not to exceed the Dollar amount set forth opposite such Tranche A-2 Term Loan Lender’s name on Schedule 2.01 or opposite such caption in the Assignment and

Assumption pursuant to which such Tranche A-2 Term Loan Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. Each Tranche A-2 Lender’s Term Loan Commitment shall be permanently reduced by the amount of Tranche A-2 Term Loans made to the Borrower by such Tranche A-2 Term Loan Lender.

“ Tranche A-2 Term Loan Lender ” means each Lender that has a Term Loan Commitment pursuant to Section 2.01B or holds Tranche A-2 Term Loans.


(b)	Clause (d) of the definition of “ Availability Period ” in Section 1.01 ( Defined Terms ) of the Credit Agreement is hereby amended by inserting the text underlined below to read in its entirety as follows:

(d) the date of the reduction of the Tranche A-1 Term Loan Commitment to zero as a result of Term Loan Borrowings made under Section 2.01A.


(c)	The definition of “ Change in Law ” in Section 1.01 ( Defined Terms ) of the Credit Agreement is hereby amended by inserting the text underlined below and deleting the text stricken below to read in its entirety as follows:

“ Change in Law ” means the occurrence, (x) after the date of this Agreement, with respect to the Revolving Credit Lenders and the L/C Issuer, and (y) after the Amendment No. 9 Effective Date, with respect to the Term Loan Lenders Tranche A-1 Term Loan Lenders , and (z) after the Amendment No. 15 Effective Date, with respect to the Tranche A-2 Term Loan Lenders , of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.


(d)	The definition of “ Funding Ratio ” in Section 1.01 ( Defined Terms ) of the Credit Agreement is hereby amended by inserting the text underlined below to read in its entirety as follows:

“ Funding Ratio ” means that for each Dollar of Revolving Credit Loans made to the Borrower after the occurrence of the Initial Tranche A Term Loan Funding, a Dollar amount of Tranche A-1 Term Loans equal to (x) the amount of such Revolving Loans, plus (y) the amount of OID to be paid by the Borrower in connection with such Term Loans on the date of the applicable Term Loan Borrowing.


(e)	The definition of “ Initial Tranche A Term Loan Funding ” in Section 1.01 ( Defined Terms ) of the Credit Agreement is hereby amended by inserting the text underlined below to read in its entirety as follows:

“ Initial Tranche A Term Loan Funding ” means the Borrower’s receipt of Tranche A-1 Term Loan proceeds of $10,000,000 following payment of any Amendment No. 9 Closing Fee, Initial Funding Term Loan Lender Expenses and OID in connection with such funding.


(f)	The definition of “ Incremental Tranche A Term Loan Funding ” in Section 1.01 ( Defined Terms ) of the Credit Agreement is hereby amended by inserting the text underlined below to read in its entirety as follows:

“ Incremental Tranche A Term Loan Funding ” means, after the occurrence of the Initial Tranche A Term Loan Funding, the Borrower’s receipt of Tranche A-1 Term Loan proceeds of $20,000,000 (which may be made in a single Borrowing or multiple Borrowings) following payment of any OID in connection with such funding on the date of the relevant Borrowing.


(g)	The definition of “ Revolving Credit Facility ” in Section 1.01 ( Defined Terms ) of the Credit Agreement is hereby amended by inserting the text underlined below and deleting the text stricken below to read in its entirety as follows:

“ Revolving Credit Facility ” means, at any time, the aggregate amount of the Lenders’ Revolving Credit Commitments at such time. As of the Amendment No. 9 15 Effective Date, the aggregate amount of the Lenders’ Revolving Credit Commitments shall equal $ 440,374,442.99 346,983,706.46 .


(h)	The definition of “Term Loan” in Section 1.01 ( Defined Terms ) of the Credit Agreement is hereby amended and restated to read in its entirety as follows:

“ Term Loan ” means a Tranche A-1 Term Loan or a Tranche A-2 Term Loan, as the context may require.


(i)	The definition of “ Term Loan Borrowing ” in Section 1.01 ( Defined Terms ) of the Credit Agreement is hereby amended and restated to read in its entirety as follows:

“ Term Loan Borrowing ” means any Tranche A-1 Term Loan Borrowing or any Tranche A-2 Term Loan Borrowing, as the context may require.


(j)	The definition of “ Term Loan Commitment ” in Section 1.01 ( Defined Terms ) of the Credit Agreement is hereby amended and restated to read in its entirety as follows:

“ Term Loan Commitment ” means, any Tranche A-1 Term Loan Commitment or any Tranche A-2 Term Loan Commitment, as the context may require.


(k)	The definition of “ Term Loan Facility ” in Section 1.01 ( Defined Terms ) of the Credit Agreement is hereby amended by inserting the text underlined below and deleting the text stricken below to read in its entirety as follows:

“ Term Loan Facility ” means, at any time, (a) at any time during the Availability Period in respect of such Facility, the sum of (i) the aggregate amount of the Term Loan Commitments at such time and (ii) the aggregate principal amount of all the Term Loans outstanding at such time and (b) thereafter, the aggregate principal amount of all the Term Loans outstanding at such time. As of the Amendment No. 9 Effective Date, the aggregate amount of the Term Loan Lenders’ Tranche A-1 Term Loan Lenders’ Term Loan Commitments shall equal $35,000,000, plus an amount equal to the reasonable fees and expenses incurred by the Term Loan Lender Tranche A-1 Term Loan Lender with respect to the preparation and negotiation of the Tranche A Last Out Facility Commitment Letter and Amendment No. 9, which amounts are reimbursable under the Tranche A Last Out Facility Commitment Letter for which related invoices have been delivered to the Borrower and the Administrative Agent within two (2) Business Days after the Amendment No. 9 Effective Date (the “ Initial Funding Term Loan Lender Expenses ”). As of the Amendment No. 15 Effective Date, the aggregate amount of the Tranche A-2 Term Loan Lenders’ Term Loan Commitments shall equal $10,000,000.


(l)	Section 2.01A ( Term Loans ) is hereby amended and restated in its entirety as follows:

2.01A Tranche A-1 Term Loans

Subject to the terms and conditions set forth herein, each Tranche A-1 Term Loan Lender severally agrees to make loans to the Borrower in Dollars (each such loan, a “ Tranche A-1 Term Loan ”) from time to time, on any Business Day during the Availability Period with respect to the Term Loan Facility, in an aggregate amount not to exceed such Term Loan Lender’s Tranche A-1 Term Loan Commitment. Tranche A-1 Term Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein. Subject to the other terms and conditions hereof, the Borrower may prepay the Tranche A-1 Term Loans pursuant to Section 2.05 , subject to any subordination terms set forth herein. Amounts so prepaid or repaid may not be reborrowed.


(m)	Article II ( The Commitments and Credit Extensions ) is hereby further amended to insert the following as a new section thereof:

2.01B Tranche A-2 Term Loans

. Subject to the terms and conditions set forth herein, each Tranche A-2 Term Loan Lender severally agrees to make loans to the Borrower in Dollars (each such loan, a “ Tranche A-2 Term Loan ”) on the Amendment No. 15 Effective Date, in an aggregate amount not to exceed such Term Loan Lender’s Tranche A-2 Term Loan Commitment. Tranche A-2 Term Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein. Subject to the other terms and conditions hereof, the Borrower may prepay the Tranche A-2 Term Loans pursuant to Section 2.05 , subject to any subordination terms set forth herein. Amounts so prepaid or repaid may not be reborrowed.


(n)	Clause (b) of Section 2.02 ( Borrowings, Conversions and Continuations of Loans ) of the Credit Agreement is hereby amended by (i) deleting “ Sections 4.03 , 4.04 and 4.05 ” in the fourth sentence thereof and (ii) inserting “ Sections 4.03 , 4.04 , 4.05 and 4.06 ” in lieu thereof.


(o)	Clause (b) of Section 2.02 ( Borrowings, Conversions and Continuations of Loans ) of the Credit Agreement is hereby amended by inserting the text underlined below and deleting the text stricken below to read in its entirety as follows:

(y) (A) if such Borrowing includes a Tranche A-1 Term Loan Borrowing, any Amendment No. 9 Closing Fee, Initial Funding Term Loan Lender Expenses or OID shall be netted from the amounts to be made available to the Borrower as provided above and (B) to the extent such Borrowing results in a Trigger Event or if a Repayment Deadline exists, proceeds of the applicable Term Loan Borrowing may be applied to the prepayment of Revolving Credit Loans in amounts equal to the excess of the thresholds set forth in the definition of “Trigger Event”.


(p)	Clause (f) of Section 2.02 ( Borrowings, Conversions and Continuations of Loans ) of the Credit Agreement is hereby amended by (i) deleting “Term Loan Borrowings” appearing therein and (ii) inserting “Tranche A-1 Term Loan Borrowings” in lieu thereof.


(q)	Clause (b)(v) of Section 2.09 ( Fees ) of the Credit Agreement is hereby amended by inserting the text underlined below to read in its entirety as follows:

(v) The Borrower agrees to pay original issue discount to the Administrative Agent for the account of each Tranche A-1 Term Loan Lender on the date of each Tranche A-1 Term Loan Borrowing in an aggregate amount equal to 10.0% of the gross cash proceeds of the Tranche A-1 Term Loan received by the Borrower on the date of such Term Loan Borrowing (“ OID ”).


(r)	Section 4.04 ( Conditions to the Initial Tranche A Term Loan Funding ) of the Credit Agreement is hereby amended by (i) deleting “Term Loan Lender” each place it appears thereof and (ii) inserting “Tranche A-1 Term Loan Lender” in lieu thereof.


(s)	Section 4.05 ( Conditions to the Incremental Tranche A Term Loan Fundings ) of the Credit Agreement is hereby amended by (i) deleting “Term Loan Lender” each place it appears thereof and (ii) inserting “Tranche A-1 Term Loan Lender” in lieu thereof.


(t)	Article IV (Conditions Precedent to Credit Extensions) of the Credit Agreement is further hereby amended to insert the following as a new section thereof:

4.06 Conditions to Tranche A-2 Term Loan Borrowing

. The obligation of each Tranche A-2 Term Loan Lender to honor the Tranche A-2 Term Loan Borrowing is subject to the following condition precedent:

(a) The Administrative Agent shall have received a Request for Credit Extension in accordance with the requirements hereof.


(u)	Section 5.13 ( Use of Proceeds ) of the Credit Agreement is hereby amended as follows:


(i)	deleting “, and” after the current clause (b) thereof and inserting “;” in lieu thereof;


(ii)	deleting “Term Loans” in the current clause (c) thereof and inserting “Tranche A-1 Term Loans” in lieu thereof;


(iii)	deleting “.” after the current clause (c) thereof and inserting “; and” after the current clause (c) thereof; and


(iv)	inserting a new clause (d) to read in its entirety as follows:

(d) the proceeds of the Tranche A-2 Term Loans are being used by the Borrower only for working capital needs and general corporate purposes of the Borrower and its Subsidiaries.


(v)	Clause (b)(v) of Section 10.06 ( Successors and Assigns ) of the Credit Agreement is hereby amended by inserting the text underlined below to read in its entirety as follows:

(v) No Assignment to Certain Persons . No such assignment shall be made (A) to the Borrower or any of the Borrower’s Affiliates or Subsidiaries, or (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), or (C) to a natural person, or (D) to any competitor of the Borrower or any of its Subsidiaries that is primarily engaged in an Eligible Line of Business and that has been previously identified as such, by legal entity name, by the Borrower to the Administrative Agent and provided by the Administrative Agent to the Lenders on the Platform, it being understood that the Administrative Agent shall have no responsibility for maintaining or otherwise managing any such list of competitors. No assignment of any unfunded Term Loan Commitment shall be made, except to B. Riley FBR, Inc. to the extent necessary for B. Riley FBR, Inc. to satisfy any of its obligations under the Tranche A Last Out Facility Commitment Letter. No assignment of any Revolving Credit Commitment or Revolving Credit Loan shall be made to any Term Loan Lender or any of the Term Loan Lender’s Affiliates or Subsidiaries.


(w)	Schedule 2.01 ( Commitments and Applicable Percentages ) to the Credit Agreement is hereby amended and restated in its entirety in the form set out on Annex A hereto.


(x)	Exhibit A ( Committed Loan Notice ) to the Credit Agreement is hereby amended and restated in its entirety in the form set out on Annex B hereto.


(y)	Exhibit E-1 ( Assignment and Assumption ) to the Credit Agreement is hereby amended and restated in its entirety in the form set out on Annex C hereto.


2.	Limited Waiver The parties hereto hereby agree that the agreements in Section 1 of the Limited Waiver to Credit Agreement, dated March 15, 2019, shall be void upon the Amendment No. 15 Effective Date.

(a) Subject to the terms and conditions herein set forth and in reliance upon the Loan Parties’ representations, acknowledgments, agreements and warranties herein contained, including, without limitation, the satisfaction of the conditions precedent described in Section 5 herein, the Administrative Agent and the Lenders agree that during the Waiver Period, (i) the Non-Compliance Events are waived, (ii) no interest at the Default Rate will be charged, accrued or paid in respect of any Non-Compliance Event, and any such amount accrued or charged prior to the Waiver Period is waived and (iii) the condition set forth in Section 4.03(e)(iii)(y)(b) of the Credit Agreement is waived, provided that the Borrower shall not permit Liquidity, as of the Business Day immediately prior to each of (A) the date of the Committed Loan Notice with respect to any Request for Credit Extension with respect to the Revolving Credit Facility and (B) the proposed date of such Credit Extension, to be less than $35,000,000, after giving pro forma effect to the application of proceeds of the good faith intended use of such Credit Extension. The Administrative Agent’s and the Lenders’ agreement to waive the Non-Compliance Events is temporary and limited in nature and shall not be deemed: (i) to preclude or prevent the Administrative Agent, the Lenders and/or any other Secured Party from exercising any rights and remedies under the Loan Documents, applicable law or otherwise arising on account of (A) any Default or Event of Default (other than in respect of the Non-Compliance Events) or (B) the Non-Compliance Events to the extent still existing after the Waiver Period; (ii) to effect any amendment of the Credit Agreement or any of the other Loan Documents, all of which shall remain in full force and effect in accordance with their respective terms; (iii) to constitute a waiver of any other Default or Event of Default (whether now existing or hereafter occurring) or any term or provision of the Credit Agreement or any of the other Loan Documents other than the waivers contained in the first sentence of this clause (a); or (iv) to establish a custom or course of dealing among the Borrower, any other Loan Party and the Administrative Agent, the Lenders and/or any other Secured Party.

(b) The Recitals to this Amendment are hereby incorporated by reference as fully set forth herein and the Loan Parties represent, warrant, and acknowledge that such Recitals are true and correct.

(c) The limited waiver of the Non-Compliance Events shall terminate upon the occurrence of any one or more of the following events (each, a “ Waiver Termination Event ”):

(i) Any Loan Party repudiates or asserts a defense to any obligation or liability under this Amendment, the Credit Agreement or any other Loan Document or makes or pursues a claim against the Administrative Agent or any Lender; and/or

(ii) Any Loan Party fails to observe or perform any of its agreements, conditions or undertakings set forth in this Amendment; and/or

(iii) The occurrence or existence of any Event of Default under the Credit Agreement or any other Loan Document (except with respect to the Non-Compliance Events), or any breach or default by any Loan Party of any term, covenant, condition, representation or warranty set forth in this Amendment, in each case, whether now existing or hereafter occurring; and/or

(iv) Any representation, warranty or statement of any Loan Party contained herein or in any financial statements (other than with respect to any projections or forward looking financial information, to the extent such information was prepared in good faith) of any Loan Party provided to the Administrative Agent and/or the Lenders in connection herewith shall have been false or incorrect in any material respect (or, with respect to those representations and warranties expressly limited by their terms by materiality or material adverse effect qualifications, in any respect); and/or

(v) The release of the Secured Parties set forth below is alleged to be invalid or unenforceable by any claim or proceeding initiated or commenced in favor of, through, or by any Loan Party or any other Person; and/or

(vi) The Borrower pays a fee to [***] with respect to the Vølund Project located at [***] (the “[ ***] Break-Up Fee ”) with funds other than the Net Cash Proceeds from the issuance of the Stock or Stock Equivalents (other than Disqualified Stock) of the Borrower or the issuance of Subordinated Debt (which, for the avoidance of doubt, shall not include any Indebtedness with respect to the Term Loan Facility) by the Borrower; and/or

(vii) The Borrower pays a fee to [***] with respect to the Vølund Projects located at [***] (the “[ ***]Fee ”) with funds other than the Net Cash Proceeds from the issuance of the Stock or Stock Equivalents (other than Disqualified Stock) of the Borrower or the issuance of Subordinated Debt (which, for the avoidance of doubt, shall not include any Indebtedness with respect to the Term Loan Facility) by the Borrower; and/or

(viii) The Borrower permits Liquidity, as of the Business Day immediately prior to each of (A) the date of the Committed Loan Notice with respect to any Request for Credit Extension with respect to the Revolving Credit Facility and (B) the proposed date of such Credit Extension, to be less than $35,000,000, after giving pro forma effect to the application of proceeds of the good faith intended use of such Credit Extension; and/or

(ix) The Borrower fails to deliver any Budget update or report required to be delivered pursuant to Section 6.29 of the Credit Agreement within two (2) Business Days of any such update or report having been due; and/or

(x) The Tranche A-2 Term Loan Lender fails to fund the full aggregate Tranche A-2 Term Loan Commitment on the date hereof; and/or

(xi) 5:00 p.m. (New York City time) on March 29, 2019.

Notwithstanding any provision of the Credit Agreement, this Amendment or any other Loan Document to the contrary, upon the occurrence of a Waiver Termination Event, the Administrative Agent and/or the Required Lenders may, at their option, terminate the Waiver Period ( provided that upon the occurrence of any of the Waiver Termination Events set forth in clauses (vi), (vii), (viii), (ix), (x) or (xi), the Waiver Period shall automatically terminate) and, at their option and without notice to the Borrower or any other Loan Party except as otherwise required by the Loan Documents, exercise any and all rights and remedies pursuant to the Loan Documents or applicable law as a result of the existence of the Non-Compliance Events or any other Default in such manner as the Administrative Agent and/or the Required Lenders in their sole and exclusive discretion determine.


3.	Joinder

From and after the Amendment No. 15 Effective Date (as defined below), pursuant to Section 10.01 of the Credit Agreement, each Tranche A-2 Term Loan Lender executing this Amendment shall become a party to the Credit Agreement and have the rights and obligations of a Tranche A-2 Term Loan Lender thereunder and under the other Loan Documents and shall be bound by the provisions thereof.


4.	Additional Agreements and Acknowledgments

(a)

The Borrower agrees to pay, or cause to be paid, to the Administrative Agent, for the account of each Revolving Credit Lender who consented to this Amendment by executing and delivering to the Administrative Agent a signature page hereto prior to the Amendment No. 15 Effective Date, an amendment fee equal to 15 basis points (0.15%) of the portion of the Revolving Credit Facility held by such Revolving Credit Lender as of the Amendment No. 15 Effective Date shall be earned on the Amendment No. 15 Effective Date and shall be payable (i) on the date on which the Waiver Period terminates or (ii) on such later date as agreed by the Administrative Agent and the Required Lenders in their respective sole discretion.


(b)	The Administrative Agent and the Lenders party hereto, which constitute the Required Lenders, agree, in their respective sole discretion, that the deferred waiver fee described in Section 2(a) of the Limited Waiver to Credit Agreement, dated as of March 15, 2019, shall be payable (i) on the date on which the Waiver Period terminates or (ii) on such later date as

agreed by the Administrative Agent and the Required Lenders in their respective sole discretion.

(c)

The Loan Parties acknowledge and agree that, following a Waiver Termination Event, the Administrative Agent and the Lenders have no obligation to make additional loans or otherwise extend additional credit, including without limitation, any obligation to make or fund any additional Revolving Credit Loans (or otherwise honor any Request for Credit Extension or any unfunded or undrawn Commitments), make or fund any Swing Line Loan or issue any additional Letters of Credit (and each L/C Issuer shall under no circumstances be obligated to amend, renew, extend or otherwise modify any outstanding Letter of Credit in any way), to or for the benefit of the Borrower or the other Loan Parties under the Loan Documents or otherwise, in the event that any Default or Event of Default (including any Non-Compliance Events) has occurred and is continuing and that any Credit Extension made following the Waiver Period shall be subject, in each case, to each of the terms and conditions of Section 2.01 and Section 4.03 of the Credit Agreement.

(d)

The Borrower and the other Loan Parties shall promptly provide the Administrative Agent and advisors to the Lenders with any information (financial or otherwise) that the Administrative Agent or advisors to the Lenders reasonably request, including, without limitation, projections, forecasts, budgets and information regarding liquidity, cash flow, proposed financing activities (equity or debt) and proposed corporate transactions (including, any contemplated sales or mergers); provided, that the Borrower shall notify the Administrative Agent whether or not such information constitutes material non-public information.

(e)

Each of the Borrower and the other Loan Parties hereby jointly and severally agrees, on demand, to reimburse the Administrative Agent and the Revolving Credit Lenders for all reasonable and out-of-pocket costs and expenses of the Administrative Agent and the Revolving Credit Lenders related to or in connection with this Amendment and any documents, agreements or instruments referred to herein, including, without limitation, the reasonable fees and out-of-pocket expenses of Freshfields Bruckhaus Deringer US LLP (the “ Agent’s Legal Advisor ”), FTI, and any consultants, including any engineering consultant, attorneys or other professionals retained by the Administrative Agent and/or the Lenders in connection with the Loan Documents, including without limitation, in connection with (i) the negotiation and preparation of this Amendment, the enforcement of their rights and remedies under this Amendment, and (ii) the negotiation, documentation and analysis related to any “work out,” amendment to the Credit Agreement, or restructuring of the Obligations, or any of the Loan Documents (in each case, whether or not incurred prior to the date of this Amendment). All such fees, costs and expenses shall constitute Obligations under the Credit Agreement secured by the Collateral under the Security Instruments. Nothing in this Amendment shall be intended or construed to hold the Administrative Agent, the Revolving Credit Lenders or any other Secured Party liable or responsible for any expense, liability or obligation of any kind or nature whatsoever (including, without limitation, attorneys’ fees and expenses, other professionals’ fees and expenses, wages, salaries, payroll taxes, withholdings, benefits or other amounts payable by or on behalf of the Loan Parties).

(f)

Each of the Borrower and the other Loan Parties hereby jointly and severally agrees to reimburse the Tranche A-2 Term Loan Lender for all reasonable and out-of-pocket costs and expenses of the Tranche A-2 Term Loan Lender related to or in connection with this Amendment and any documents, agreements or instruments referred to herein, including, without limitation, the reasonable fees and out-of-pocket expenses of Brown Rudnick LLP; provided, however, that such fees and expenses shall be earned as of the Amendment No. 15 Effective Date and shall be payable (i) on the date on which the Waiver Period terminates or (ii) on such later date as agreed by the Tranche A-2 Term Loan Lender.


(g)	As soon as commercially reasonable and in no event later than March 29, 2019 (subject to an extension in the reasonable discretion of the Administrative Agent), the Borrower shall, as reasonably requested by the Administrative Agent, deliver executed documentation

modifying the Security Instruments delivered with respect to any security interest granted by Babcock & Wilcox de Monterrey, S.A. de C.V., in form and substance reasonably satisfactory to the Administrative Agent.

(h)

The Borrower and the Loan Parties agree to deliver within four (4) Business Days after the Amendment No. 15 Effective Date, satisfactory opinions of the Loan Parties’ New York counsel regarding, among other items, due execution, enforceability and non-contravention of law of this Amendment, in form and substance satisfactory to the Administrative Agent (and consistent in scope with the prior opinion delivered by the Loan Parties’ New York counsel to the Administrative Agent in connection with Amendment No. 14)


(i)	Without any requirement of prior request, the Borrower and other Loan Parties shall promptly notify the Administrative Agent and the advisors to the Lenders of the occurrence of any Waiver Termination Event, the failure to satisfy a condition precedent or other material breach under this Amendment.

(j)

The Borrower, the Administrative Agent, and the Required Lenders reaffirm their agreement to negotiate in good faith modifications to (i) clause (e) of Section 7.03 ( Investments ) to limit the amount of Investments made by any Loan Party in any Foreign Subsidiary and (ii) clause (h) of Section 7.04 ( Asset Sales ), clause (b) of Section 7.05 ( Restricted Payments ), and clauses (a) and (b) of Section 7.06 ( Fundamental Changes ) to limit certain transactions with Foreign Security Providers. The Borrower reaffirms that the Borrower shall not, and shall cause its Subsidiaries not to, engage in any transactions with respect to its Foreign Subsidiaries outside of the ordinary course of business or outside of past practice prior to the effectiveness of such modifications (other than the payment of the [***] Break-Up Fee, in an amount not to exceed [***]).


(k)	The Borrower and the other Loan Parties each acknowledge and agree that the breach or failure to comply in any respect with the terms and conditions of this Section 4 shall constitute an immediate Event of Default under Section 8.01 of the Credit Agreement.


5.	Effectiveness; Conditions Precedent.


(a)	the Administrative Agent shall have received each of the following documents or instruments in form and substance acceptable to the Administrative Agent:


(i)	counterparts of this Amendment executed by the Loan Parties, the Administrative Agent, the Tranche A-1 Term Loan Lenders, the Tranche A-2 Term Loan Lenders and the Required Lenders;

(ii)

a certificate of the chief financial officer or treasurer of the Borrower certifying that as of the Amendment No. 15 Effective Date (A) all of the representations and warranties in this Amendment are true and correct in all material respects (or, to the extent any such representation and warranty is modified by a materiality or Material Adverse Effect standard, in all respects) as of such date (except to the extent that such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, to the extent any such representation and warranty is modified by a materiality or Material Adverse Effect standard, in all respects) as of such earlier date), (B) no Default shall exist on, or would result from the occurrence of, the Amendment No. 15 Effective Date and (C) that since December 31, 2017, there have not occurred any facts, circumstances, changes, developments or events which, individually or in the aggregate, have constituted or would reasonably be expected to result in, a Material Adverse Effect; and


(iii)	a solvency certificate, executed by a Responsible Officer of the Borrower in form and substance reasonably acceptable to the Administrative Agent, which, among other things, shall certify that the Borrower will be Solvent as of the date hereof.

(b)

without prejudice to, or limiting the Borrower’s obligations under, Section 10.04 ( Expenses; Indemnity; Damage Waiver ) of the Credit Agreement, all outstanding fees, costs and expenses due to the Administrative Agent and the Revolving Credit Lenders, including on account of Freshfields Bruckhaus Deringer US LLP and FTI, shall have been paid in full to the extent that the Borrower has received an invoice therefor (with reasonable and customary supporting documentation) at least two Business Days prior to the Amendment No. 15 Effective Date (without prejudice to any post-closing settlement of such fees, costs and expenses to the extent not so invoiced); and


(c)	each of the representations and warranties made by the Borrower in Section 6 hereof shall be true and correct.

The Administrative Agent agrees that it will, upon the satisfaction or waiver of the conditions contained in this Section 5 , promptly provide written notice to the Borrower, and the Revolving Credit Lenders of the effectiveness of this Amendment.


6.	Representations and Warranties.


(a)	that both immediately prior to and immediately after giving effect to this Amendment, no Default exists;

(b)

(c)


(d)	this Amendment has been duly executed and delivered on behalf of the Borrower and the other Loan Parties;

(e)

(f)


7.	Consent, Acknowledgement and Reaffirmation of Indebtedness and Liens.


(a)	expressly consents to the amendments and modifications to the Credit Agreement effected hereby;

(b)

expressly confirms and agrees that, notwithstanding the effectiveness of this Amendment, each Loan Document to which it is a party is, and all of the obligations and liabilities of such Loan Party to the Administrative Agent, the Lenders and each other Secured Party contained in the Loan Documents to which it is a party (in each case, as amended and modified by this Amendment), are and shall continue to be, in full force and effect and are hereby reaffirmed, ratified and confirmed in all respects and, without limiting the foregoing, agrees to be bound by and abide by and operate and perform under and pursuant to and comply fully with all of the terms, conditions, provisions, agreements, representations, undertakings, warranties, indemnities, guaranties, grants of security interests and covenants contained in the Loan Documents;

(c)


(d)	agrees that this Amendment shall in no manner impair or otherwise adversely affect any of the Liens and security interests granted in or pursuant to the Loan Documents; and

(e)


8.	Releases; Waivers.

(a)

shareholders, trustees, agents, employees, consultants, experts, advisors, attorneys and other professionals and all other persons and entities to whom any of the foregoing would be liable if such persons or entities were found to be liable to any Releasing Party, or any of them (collectively hereinafter, the “ Lender Parties ”), from any and all manner of action and actions, cause and causes of action, claims, charges, demands, counterclaims, suits, covenants, controversies, damages, judgments, expenses, liens, claims of liens, claims of costs, penalties, attorneys’ fees, or any other compensation, recovery or relief on account of any liability, obligation, demand or cause of action of whatever nature, whether in law, equity or otherwise (including, without limitation, any so called “lender liability” claims, claims for subordination (whether equitable or otherwise), interest or other carrying costs, penalties, legal, accounting and other professional fees and expenses and incidental, consequential and punitive damages payable to third parties, or any claims arising under 11 U.S.C. §§ 541-550 or any claims for avoidance or recovery under any other federal, state or foreign law equivalent), whether known or unknown, fixed or contingent, joint and/or several, secured or unsecured, due or not due, primary or secondary, liquidated or unliquidated, contractual or tortious, direct, indirect, or derivative, asserted or unasserted, foreseen or unforeseen, suspected or unsuspected, now existing, heretofore existing or which may heretofore have accrued against any of the Lender Parties under the Credit Agreement or any of the other Loan Documents, whether held in a personal or representative capacity, and which are based on any act, fact, event or omission or other matter, cause or thing occurring at or from any time prior to and including the date hereof, in all cases of the foregoing in any way, directly or indirectly arising out of, connected with or relating to the Credit Agreement or any other Loan Document and the transactions contemplated thereby, and all other agreements, certificates, instruments and other documents and statements (whether written or oral) related to any of the foregoing (each, a “ Claim ” and collectively, the “ Claims ”), in each case, other than Claims arising from Lender Parties’ gross negligence, fraud, or willful misconduct. Each Releasing Party further stipulates and agrees with respect to all Claims, that it hereby waives, to the fullest extent permitted by applicable law, any and all provisions, rights, and benefits conferred by any applicable U.S. federal or state law, or any principle of common law, that would otherwise limit a release or discharge of any unknown Claims pursuant to this Section 8 .

(b)


9.	Entire Agreement.

None of the terms or conditions of this Amendment may be changed, modified, waived or cancelled orally or otherwise, except in writing and in accordance with Section 10.01 of the Credit Agreement.


10.	Full Force and Effect of Credit Agreement.


11.	Counterparts; Effectiveness.

This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Except as provided in Section 5 above, this Amendment shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Amendment by facsimile, electronic email or other electronic imaging means (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Amendment.


12.	Governing Law; Jurisdiction; Waiver of Jury Trial.


13.	Severability.


14.	References.


15.	Successors and Assigns.


16.	Lender Acknowledgment.


17.	Amendments.

[ Signature pages follow ]

IN WITNESS WHEREOF , the parties hereto have caused this instrument to be made, executed and delivered by their duly authorized officers as of the day and year first above written.

BABCOCK & WILCOX ENTERPRISES, INC.

By: /s/ Orville Lunking

Name: Orville Lunking

Title: Vice President & Treasurer

Acknowledged and Agreed for purposes of Sections 1, 2, 4, 5, 6, 7, 8, and 10 of the Amendment:

Americon Equipment Services, Inc.

Americon, LLC

Babcock & Wilcox Construction Co., LLC

Babcock & Wilcox Ebensburg Power, LLC

Babcock & Wilcox Equity Investments, LLC

Babcock & Wilcox Holdings, LLC

Babcock & Wilcox India Holdings, Inc.

Babcock & Wilcox International Sales and Service Corporation

Babcock & Wilcox International, Inc.

BABCOCK & WILCOX POWER GENERATION GROUP CANADA CORP.

Babcock & Wilcox SPIG, Inc.

Babcock & Wilcox Technology, LLC

babcock & wilcox DE mONTERREY, S.A. de c.v.

Delta Power Services, LLC

Diamond Operating Co., Inc.

Diamond Power Australia Holdings, Inc.

By: /s/ Robert P. McKinney

Name: Robert P. McKinney

Title: Assistant Secretary

Diamond Power China Holdings, Inc.

Diamond Power Equity Investments, Inc.

Diamond Power International, LLC

DPS Anson, LLC

DPS Berlin, LLC

DPS Cadillac, LLC

DPS Florida, LLC

DPS Gregory, LLC

DPS Mecklenburg, LLC

DPS Piedmont, LLC

Ebensburg Energy, LLC

O&M Holding Company

Power Systems Operations, Inc.

SOFCo EFS Holdings LLC

The Babcock & Wilcox Company

By: /s/ Robert P. McKinney

Name: Robert P. McKinney

Title: Assistant Secretary

EBENSBURG INVESTORS LIMITED PARTNERSHIP

By: BABCOCK & WILCOX EBENSBURG POWER, LLC, as General Partner

By: /s/ Robert P. McKinney

Name: Robert P. McKinney

Title: Assistant Secretary

Administrative Agent:

BANK OF AMERICA, N.A., as Administrative Agent

By: /s/ Bridgett J. Manduk Mowry

Name: Bridgett J. Manduk Mowry

Title: Vice President

Lenders:

BANK OF AMERICA, N.A., as Lender and Swing Line Lender

By: /s/ Stefanie Tanwar

Name: Stefanie Tanwar

Title: Director

Banc of America Credit Products, Inc , as Lender

By: /s/ Margaret Sang

Name: Margaret Sang

Title: Vice President

BNP Paribas , as Lender

By: /s/ Pierre Nicholas Rogers

Name: Pierre Nicholas Rogers

Title: Managing Director

By: /s/ Joseph Mack

Name: Joseph Mack

Title: Vice President

THE BANK OF NOVA SCOTIA, as Lender

By: /s/ Sanaa Khatri

Name: Sanaa Khatri

Title: Associate Director

By: /s/ Justin Mitges

Name: Justin Mitges

Title: Director

COMPASS Bank dba BBVA COMPASS, as Lender

By: /s/ Bruce Bingham

Name: Bruce Bingham

Title: Vice President

CREDIT AGRICOLE CORPORATE

AND INVESTMENT BANK, as Lender

By: /s/ Yurly A. Tsyganov

Name: Yurly A. Tsyganov

Title: Director

By: /s/ Kathleen Sweeney

Name: Kathleen Sweeney

Title: Managing Director

CITIZENS BANK, N.A. , as Lender

By: /s/ David W. Stack

Name: David W. Stack

Title: Senior Vice President

HANCOCK WHITNEY BANK, as Lender

By: /s/ Jeremy J. Martin

Name: Jeremy J. Martin

Title: Vice President

JP Morgan Chase Bank, N.A., as Lender

By: /s/ Patricia S. Carpen

Name: Patricia S. Carpen

Title: Executive Director

MUFG Bank, Ltd., as Lender

By: /s/ David Helffrich

Name: David Helffrich

Title: Director

The Northern Trust Co., as Lender

By: /s/ Robert P. Veltman

Name: Robert P. Veltman

Title: Vice President

PNC Bank, National Association, as Lender

By: /s/ Mark Starnes

Name: Mark Starnes

Title: Vice President

TD Bank, N.A., as Lender

By: /s/ Bethany Buitenhuys

Name: Bethany Buitenhuys

Title: Vice President

U.S. Bank, N.A, as Lender

By: /s/ David C. Heyson

Name: David C. Heyson

Title: Senior Vice President

Wells Fargo Bank, N.A., as Lender

By: /s/ Reginald Dawson

Name: Reginald Dawson

Title: Managing Director

B. RILEY FINANCIAL, INC., as Lender

By: /s/ Phillip J. Ahn

Name: Phillip J. Ahn

Title: CFO & COO

VINTAGE CAPITAL MANAGEMENT, LLC., as Lender

By: /s/ Brian Kahn

Name: Brian Kahn

Title: Managing Member

Exhibit A - Non-Compliance Events


1.	Any Default or Event of Default under Section 8.01(d) of the Credit Agreement resulting from the Borrower receiving a qualification from the Borrower’s Accountant in non-compliance with Section 6.01(b) of the Credit Agreement.

Any Default or Event of Default under Section 8.01(d) of the Credit Agreement resulting from the Borrower’s failure under Section 6.01(c) of the Credit Agreement to deliver a Compliance Certificate with any financial statement delivered pursuant to Section 6.01(a) or 6.01(b) of the Credit Agreement that (i) shows in reasonable detail the calculations used to determine the Senior Leverage Ratio and demonstrating compliance with each of the other financial covenants in Section 7.16 of the Credit Agreement, and (ii) stating no Default has occurred or is continuing or, if a Default has occurred and is continuing, stating the nature thereof and the action which the Borrower has taken or proposes to take with respect thereto.

Any Default under Section 8.01(d) of the Credit Agreement resulting from the Borrower’s failure under Section 6.29 of the Credit Agreement to deliver, in form and substance satisfactory to the Administrative Agent and prior to 5:00 pm (New York City time) on the tenth (10 ^th ) Business Day of each calendar month, an update to the Budget covering the 13-week period after the week’s end of the week in which such day occurs.


4.	Any Event of Default under Section 8.01(d) of the Credit Agreement resulting from the Borrower’s failure under Section 6.34 of the Credit Agreement to complete the specified milestone in accordance with the schedule set forth on Exhibit A to Amendment No. 14 with respect to the Vølund Project located at [***].


5.	Any Event of Default under Section 8.01(d) of the Credit Agreement resulting from the Borrower’s failure under Section 7.16(a) of the Credit Agreement to maintain an Interest Coverage Ratio greater than or equal to 1.00 to 1.00 as of the Fiscal Quarter ended December 31, 2018.


6.	Any Event of Default under Section 8.01(d) of the Credit Agreement resulting from the Borrower’s failure under Section 7.16(b) of the Credit Agreement to maintain a Senior Leverage Ratio less than or equal to 9.00 to 1.00 as of the Fiscal Quarter ended December 31, 2018.

Any Event of Default under Section 8.01(d) of the Credit Agreement resulting from the Borrower’s failure under Section 7.19 of the Credit Agreement not to permit the recognized and accounted for costs, expenses, losses and/or reductions in Consolidated Net Income experienced in connection with the Vølund Projects listed on Exhibit B to Amendment No. 5 (exclusive of certain recognized foreign exchange losses) to exceed $40,000,000.


8.	Any Event of Default under Section 8.01(k)(y) of the Credit Agreement with respect to the Vølund Project located at [***].


9.	Any Event of Default under Section 8.01(k)(z) of the Credit Agreement with respect to the Vølund Projects located at [***].

Annex A

Commitments and Applicable Percentages

[On file with the Administrative Agent]

Annex B

Committed Loan Notice

[Please see attached]

Annex C

Assignment and Assumption

[Please see attached]

Exhibit 21.1

BABCOCK & WILCOX ENTERPRISES, INC.

SIGNIFICANT SUBSIDIARIES OF THE REGISTRANT

YEAR ENDED DECEMBER 31, 2018



Name of Company	Jurisdiction of Organization	Percentage of Ownership Interest
Americon Equipment Services, Inc.	Delaware	100
Americon, LLC	Delaware	100
B&W de Panama, Inc.	Panama	100
B&W PGG Luxembourg Canada Holdings SARL	Luxembourg	100
B&W PGG Luxembourg Finance SARL	Luxembourg	100
B&W PGG Luxembourg Holdings SARL	Luxembourg	100
B and W SPIG South Africa	South Africa	100
Babcock & Wilcox Construction Co., LLC	Delaware	100
Babcock & Wilcox de Monterrey, S.A. de C.V.	Mexico	100
Babcock & Wilcox Ebensburg Power, LLC	Delaware	100
Babcock & Wilcox Equity Investments, LLC	Delaware	100
Babcock & Wilcox Global Sales and Services Brazil Ltda.	Brazil	100
Babcock & Wilcox Global Sales & Services - Chile SpA	Chile	100
Babcock & Wilcox Global Sales and Service Pte. Ltd.	Singapore	100
Babcock & Wilcox Global Sales & Services SARL	Luxembourg	100
Babcock & Wilcox Holdings, LLC	Delaware	100
Babcock & Wilcox India Holdings, Inc.	Delaware	100
Babcock & Wilcox India Private Limited	India	100
Babcock & Wilcox International Investments Co., Inc.	Panama	100
Babcock & Wilcox International Sales and Service Corporation	Delaware	100
Babcock & Wilcox International, Inc.	Delaware	100
Babcock & Wilcox Loibl GmbH	Germany	100
Babcock & Wilcox Monterrey Finance SARL	Luxembourg	100
Babcock & Wilcox Power Generation Group Canada Corp.	Nova Scotia	100
Babcock & Wilcox Singapore Pte. Ltd.	Singapore	100
Babcock & Wilcox Slovakia s.r.o.	Slovakia	100
Babcock & Wilcox SPIG, Inc.	New Jersey	100
Babcock & Wilcox Technology, LLC	Delaware	100
Babcock & Wilcox Volund Limited	United Kingdom	100
Babcock & Wilcox Volund AB	Sweden	100
Babcock & Wilcox Volund A/S	Denmark	100
BWL Energy (Teesside) Ltd.	Northern Ireland	100
BWL Energy (Rye House) Ltd.	Northern Ireland	50
Dampkraft Insurance Company	South Carolina	100
D.C.S. Dry Cooling Services S.r.l.	Italy	100
Delta Power Services, LLC	Delaware	100
Diamond Operating Co., Inc.	Delaware	100
Diamond Power Australia Holdings, Inc.	Delaware	100
Diamond Power Central & Eastern Europe s.r.o.	Czech Republic	100



Name of Company	Jurisdiction of Organization	Percentage of Ownership Interest
Diamond Power China Holdings, Inc.	Delaware	100
Diamond Power do Brasil Limitada	Brazil	100
Diamond Power Equity Investments, Inc.	Delaware	100
Diamond Power Finland OY	Finland	100
Diamond Power Germany GmbH	Germany	95
Diamond Power International, LLC	Delaware	100
Diamond Power Machine (Hubei) Co., Inc.	China	50
Diamond Power Services S.E.A. Ltd.	Thailand	50
Diamond Power Specialty (Proprietary) Limited	Republic of South Africa	100
Diamond Power Specialty Limited	United Kingdom	100
Diamond Power Sweden AB	Sweden	100
DPS Anson, LLC	Delaware	100
DPS Berlin, LLC	Delaware	100
DPS Cadillac, LLC	Delaware	100
DPS Florida, LLC	Delaware	100
DPS Gregory, LLC	Delaware	100
DPS Mecklenburg, LLC	Delaware	100
DPS Piedmont, LLC	Delaware	100
Ebensburg Energy, LLC	Delaware	100
Ebensburg Investors Limited Partnership	Pennsylvania	100
O&M Holding Company	Delaware	100
P. T. Babcock & Wilcox Asia	Indonesia	100
Power Systems Operations, Inc.	Delaware	100
Servicios de Fabricacion de Valle Soleado, S.A. de C.V.	Mexico	100
Servicios Profesionales de Valle Soleado, S.A. de C.V.	Mexico	100
SOFCo - EFS Holdings LLC	Delaware	100
SPIG S.p.A.	Italy	100
SPIG S.p.A.	Ecuador	100
SPIG Kuhlturmtechnologien GmbH	Germany	100
SPIG Turn Apa de Racine	Romania	100
SPIG Vostock	Russia	95
SPIG Sogutma Sistemleri Tlc Ldt	Turkey	100
SPIG Cooling Towers India Private Limited	India	100
SPIG Torres de Resfriamento Ltda.	Brazil	100
SPIG (Shanxi) Cooling System Co., Ltd.	China	100
SPIG (Shanxi) Cooling Technology Company, Ltd.	China	60
SPIG KOREA LTD.	Korea	100
The Babcock & Wilcox Company	Delaware	100

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement No. 333-204812 on Form S-1, the incorporation by reference in the Registration Statements No. 333-211260, No. 333-205333, and No. 333-225470 on Forms S-8, the incorporation by reference in Registration Statements No. 333-216314 and No. 333-224937 on Forms S-3, and the incorporation by reference in Registration Statements No. 333-216316 and No. 333-216399 on Forms S-3 ASR of our reports dated April 2, 2019 , relating to the consolidated financial statements of Babcock & Wilcox Enterprises, Inc., (which report expresses an unqualified opinion and includes an explanatory paragraph related to Babcock & Wilcox Enterprises, Inc.’s ability to continue as a going concern) and the effectiveness of Babcock & Wilcox Enterprises, Inc.’s internal control over financial reporting appearing in this Annual Report on Form 10-K for the year ended December 31, 2018.

/S/ DELOITTE & TOUCHE LLP

Cleveland, Ohio

April 2, 2019

EXHIBIT 31.1

CERTIFICATION

I, Kenneth M. Young, certify that:


1.	I have reviewed this annual report on Form 10-K of Babcock & Wilcox Enterprises, Inc.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:


a.	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b.	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c.	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d.	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


a.	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


b.	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



April 2, 2019	/s/ Kenneth M. Young
	Kenneth M. Young
	President and Chief Executive Officer

EXHIBIT 31.2

CERTIFICATION

I, Louis Salamone, certify that:


1.	I have reviewed this annual report on Form 10-K of Babcock & Wilcox Enterprises, Inc.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:


a.	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b.	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c.	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d.	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


a.	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


b.	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



April 2, 2019	/s/ Louis Salamone
	Louis Salamone
	Chief Financial Officer

EXHIBIT 32.1

BABCOCK & WILCOX ENTERPRISES, INC.

Certification Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), I, Kenneth M. Young, President and Chief Executive Officer of Babcock & Wilcox Enterprises, Inc., a Delaware corporation (the “Company”), hereby certify, to my knowledge, that:


(1)	the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


(2)	information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of B&W as of the dates and for the periods expressed in the Report.



Dated: April 2, 2019	/s/ Kenneth M. Young
	Kenneth M. Young
	President and Chief Executive Officer

EXHIBIT 32.2

BABCOCK & WILCOX ENTERPRISES, INC.

Certification Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), I, Louis Salamone, Chief Financial Officer of Babcock & Wilcox Enterprises, Inc., a Delaware corporation (the “Company”), hereby certify, to my knowledge, that:


(1)	the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


(2)	information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of B&W as of the dates and for the periods expressed in the Report.



Dated: April 2, 2019	/s/ Louis Salamone
	Louis Salamone
	Chief Financial Officer