UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15 (d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 14, 2019

BABCOCK & WILCOX ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
 
DELAWARE
001-36876
47-2783641
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS 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
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value
BW
New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ¨
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
 






Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On June 14, 2019, at the Annual Meeting of Stockholders (the “Annual Meeting”) of Babcock & Wilcox Enterprises, Inc. (the “Company”), the stockholders of the Company, upon the recommendation of the Company’s Board of Directors (the “Board”), approved the Babcock & Wilcox Enterprises, Inc. Amended and Restated 2015 Long-Term Incentive Plan (amended and restated as of June 14, 2019) (the “Fourth Amended and Restated 2015 LTIP”). The Fourth Amended and Restated 2015 LTIP became effective upon such stockholder approval.
The Fourth Amended and Restated 2015 LTIP amends and restates in its entirety the Babcock & Wilcox Enterprises, Inc. Amended and Restated 2015 Long-Term Incentive Plan (amended and restated as of November 2, 2018) (the “Third Amended and Restated 2015 LTIP”). The Fourth Amended and Restated 2015 LTIP, among other immaterial changes, increases the number of shares available for awards by 17,000,000 shares to a total of 29,271,731 shares of the Company’s common stock, subject to adjustment as provided under the plan document, including as further discussed below. The increase in the maximum number of shares available for awards will allow the Company to establish the previously announced equity pool of 16,666,666 shares of its common stock for issuance for long-term incentive planning purposes.
The terms and conditions of the Fourth Amended and Restated 2015 LTIP, to the extent they differ from the terms and conditions of either the Third Amended and Restated 2015 LTIP or the prior version of such plans document, do not apply to or otherwise impact previously granted or outstanding awards under such plan versions. Instead, outstanding awards under such prior plan versions will continue in effect in accordance with their terms. The description of the Fourth Amended and Restated 2015 LTIP is qualified in its entirety by reference to the full text of the Fourth Amended and Restated 2015 LTIP, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On June 14, 2019, the Company also amended its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to make the following changes:
•
Increase the authorized number of shares of the Company’s common stock from 200,000,000 shares to 500,000,000 shares, and

•
Renounce any interest or expectancy of the Company in, or in being offered an opportunity to participate in, any business opportunity that is presented to B. Riley Financial, Inc., Vintage Capital Management, LLC, or their respective directors, officers, shareholders, or employees.

These descriptions of the amendments to the Certificate of Incorporation are qualified in their entirety by reference to the full text of the Certificate of Amendment to the Certificate of Incorporation, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07
Submission of Matters to a Vote of Security Holders
As described above, the Company held the Annual Meeting on June 14, 2019. The final voting results for the following proposals submitted for a vote of stockholders at the Annual Meeting are set forth below.
Proposal 1:
The approval of amendments to the Certificate of Incorporation to declassify the Board and provide for annual elections of all directors beginning in 2021, did not receive the required affirmative vote of at least 80% of the outstanding shares of the Company’s common stock for approval. The voting results were as follows:
Votes For
Votes Against
Abstain
Broker Non-Votes
128,229,497
763,207
176,084
25,667,609




Proposal 2:
The election of Henry E. Bartoli, Cynthia S. Dubin, and Kenneth Siegel to serve as Class I directors of the Company to serve until the Company’s 2021 annual meeting of stockholders was contingent upon the approval of Proposal 1 to declassify the Board. Since Proposal 1 was not approved at the Annual Meeting, Proposal 2 was deemed null and void.
Proposal 3:
As Proposal 1 was not approved, the stockholders elected Henry E. Bartoli, Cynthia S. Dubin, and Kenneth Siegel to serve as Class I directors of the Company, to serve until the Company’s 2022 annual meeting of stockholders. The voting results were as follows:
 
 
 
 
Name
Votes For
Votes Withheld
Broker Non-Votes
Henry E. Bartoli
95,011,086
34,157,702
25,667,609
Cynthia S. Dubin
95,903,664
33,265,124
25,667,609
Kenneth Siegel
95,913,898
33,254,890
25,667,609
Proposal 4:
The approval of amendments to the Certificate of Incorporation to remove provisions that require the affirmative vote of holders of at least 80% of the voting power to approve certain amendments to the Certificate of Incorporation and the Company’s Amended and Restated Bylaws did not receive the required affirmative vote of at least 80% of the outstanding shares of the Company’s common stock for approval. The voting results were as follows:
 
 
 
 
Votes For
Votes Against
Abstain
Broker Non-Votes
88,940,336
9,384,111
30,844,341
25,667,609
Proposal 5:
The stockholders approved the amendments to the Certificate of Incorporation to increase the number of authorized shares of the Company common stock from 200,000,000 to 500,000,000 shares. The voting results were as follows:
 
 
 
 
Votes For
Votes Against
Abstain
Broker Non-Votes
95,345,518
3,233,752
30,589,518
25,667,609
Proposal 6:
The stockholders approved the Equitization Transactions (as defined and described in the Company’s Proxy Statement for the Annual Meeting filed on May 14, 2019, as subsequently supplemented). The voting results were as follows:
 
 
 
 
Votes For
Votes Against
Abstain
Broker Non-Votes
96,128,171
2,157,249
30,883,368
25,667,609
Proposal 7:
The stockholders approved the amendment to the Certificate of Incorporation to renounce any interest or expectancy of the Company in, or in being offered an opportunity to participate in, any business opportunity that is presented to B. Riley




Financial, Inc., Vintage Capital Management, LLC, or their respective directors, officers, shareholders, or employees. The voting results were as follows:
Votes For
Votes Against
Abstain
Broker Non-Votes
95,895,739
32,629,786
643,263
25,667,609
Proposal 8:
The stockholders approved the amendments to the Company’s Certificate of Incorporation to effect a reverse stock split of the Company’s common stock. The voting results were as follows:
 
 
 
Votes For
Votes Against
Abstain
121,048,862
3,066,598
30,720,937
Proposal 9:
The stockholders approved the Company’s Fourth Amended and Restated 2015 LTIP. The voting results were as follows:
 
 
 
 
Votes For
Votes Against
Abstain
Broker Non-Votes
92,497,817
5,917,330
30,753,641
25,667,609
Proposal 10:
The stockholders approved the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019. The voting results were as follows:
 
 
 
Votes For
Votes Against
Abstain
123,390,751
565,646
30,880,000
Proposal 11:
The stockholders approved, on a non-binding basis, the compensation of the Company’s named executive officers. The voting results were as follows:
 
 
 
 
Votes For
Votes Against
Abstain
Broker Non-Votes
95,753,147
2,121,308
31,294,333
25,667,609
Item 7.01. Regulation FD Disclosure.
On June 17, 2019, the Company issued a press release announcing the approval by the Board of a rights offering to raise proceeds of up to $50 million. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1 furnished hereto, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the




Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.

Exhibit
no.
Description
Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Babcock & Wilcox Enterprises, Inc., as filed with the Secretary of State of the State of Delaware on June 14, 2019.

Babcock & Wilcox Enterprises, Inc. Amended and Restated 2015 Long-Term Incentive Plan (Amended and Restated as of June 14, 2019) (incorporated by reference to Appendix G to the Babcock & Wilcox Enterprises, Inc. Definitive Proxy Statement filed with the Securities and Exchange Commission on May 13, 2019).

Press Release dated June 17, 2019

Signatures
 
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.
 
 
 
 
 
 
BABCOCK & WILCOX ENTERPRISES, INC.
 
 
 
 
 
 
 
 
June 17, 2019
By:
/s/ J. André Hall
 
 
 
J. André Hall
 
 
 
Senior Vice President, General Counsel and Corporate Secretary



EXHIBIT 3.1

CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
BABCOCK & WILCOX ENTERPRISES, INC.
Pursuant to Section 242 of the General Corporation Law of the State of Delaware, Babcock & Wilcox Enterprises, Inc., a corporation organized and existing under the laws of the State of Delaware (the “ Corporation ”), does hereby certify as follows:
 
 
1.
This Certificate of Amendment amends the provisions of the Corporation’s Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware (the “ Certificate of Incorporation ”).
 
 
2.
The Certificate of Incorporation is hereby amended by replacing the first paragraph of Article FOURTH with the below provision:

“The aggregate number of shares of capital stock which the Corporation will have authority to issue is 500,000,000 shares of common stock, par value $0.01 per share (“ Common Stock ”), and 20,000,000 shares of preferred stock, par value $0.01 per share (“ Preferred Stock ”). The Corporation may issue shares of any class of its capital stock for such consideration and for such corporate purposes as the Board of Directors of the Corporation (the “ Board of Directors ”) may from time to time determine. Each share of Common Stock shall be entitled to one vote.”
 
  
 
3.
The Certificate of Incorporation is hereby further amended by adding the following Article TENTH:

“ TENTH : (a) Certain Acknowledgments . In recognition and anticipation that (a) the directors, officers and/or employees of either B. Riley or Vintage or both may serve as directors and/or officers of the Corporation, (b) B. Riley, Vintage and their respective Affiliates thereof engage and may continue to engage in the same or similar activities or related lines of business as those in which the Corporation, directly or indirectly, may engage and/or other business activities that overlap with or compete with those in which the Corporation, directly or indirectly, may engage, and (c) that the Corporation and Subsidiaries thereof will engage in material business transactions with B. Riley, Vintage and their respective Affiliates thereof and that the Corporation is expected to benefit therefrom, the provisions of this Article TENTH are set forth to regulate and define the conduct of certain affairs of the Corporation as they may involve B. Riley, Vintage or their respective Affiliates, and the powers, rights, duties and liabilities of the Corporation and its officers, directors and stockholders in connection therewith.

(b) Competition and Corporate Opportunities . None of B. Riley, Vintage or any of their respective Affiliates shall have any duty to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as the Corporation or any of its Subsidiaries, and none of B. Riley, Vintage or any of their respective Affiliates (except as provided in Section (c) below) shall be liable to the Corporation or its stockholders for breach of any fiduciary duty solely by reason of any such activities of B. Riley, Vintage or any of their respective Affiliates. In the event that B. Riley, Vintage or any of their respective Affiliates acquires knowledge of a potential transaction or matter that may be a corporate opportunity for itself and the Corporation or any of its Subsidiaries, none of B. Riley, Vintage or any of their respective Affiliates shall have any duty to communicate or offer such corporate opportunity, or information regarding such corporate opportunity, to the Corporation or any of its Subsidiaries and shall not be liable to the Corporation or its stockholders for breach of any fiduciary duty as a stockholder of the Corporation solely by reason of the fact that any of B. Riley, Vintage or any of their respective Affiliates pursues or acquires such corporate opportunity for itself, directs such corporate opportunity to another person, or does not communicate information regarding such corporate opportunity to the Corporation or any of its Subsidiaries.

(c) Allocation of Corporate Opportunities . In the event that a director or officer of the Corporation who is also a director or officer of either B. Riley or Vintage acquires knowledge of a potential transaction or matter that may be a corporate opportunity for the Corporation or any of its Subsidiaries and any of B. Riley, Vintage or any of their respective Affiliates, such director or officer of the Corporation shall have fully satisfied and fulfilled the fiduciary duty of such director or officer to the Corporation and its



stockholders with respect to such corporate opportunity, if such director or officer acts in a manner consistent with the following policy:

(A)
A corporate opportunity offered to any person who is a director or officer of the Corporation, and who is also a director or officer of either B. Riley or Vintage, shall belong to the Corporation if such opportunity is expressly offered to such person in writing solely in his or her capacity as a director or officer of the Corporation.

(B)
Otherwise, such corporate opportunity shall belong to B. Riley or Vintage, as applicable.

(d) Certain Matters Deemed Not Corporate Opportunities . In addition to and notwithstanding the foregoing provisions of this Article TENTH, a corporate opportunity shall not be deemed to belong to the Corporation if it is a business opportunity that the Corporation is not permitted to undertake under the terms of Article THIRD or that the Corporation is not financially able or contractually permitted or legally able to undertake, or that is, from its nature, not in the line of the Corporation’s business or is of no practical advantage to it or that is one in which the Corporation has no interest or reasonable expectancy.

(e) Agreements and Transactions with B. Riley and Vintage . In the event that any of B. Riley, Vintage or any of their respective Affiliates enters into an agreement or transaction with the Corporation or any of its Subsidiaries, a director or officer of the Corporation who is also a director or officer of B. Riley or Vintage, as applicable, shall have fully satisfied and fulfilled the fiduciary duty of such director or officer to the Corporation and its stockholders with respect to such agreement or transaction, if:

(A)
The agreement or transaction was approved, after being made aware of the material facts of the relationship between each of the Corporation or a Subsidiary thereof, on the one hand, and any of B. Riley or Vintage or any of their respective Affiliates thereof, on the other hand, and the material terms and facts of the agreement or transaction, by (i) an affirmative vote of a majority of the members of the Board of Directors who are not persons or entities with a material financial interest in the agreement or transaction (“ Interested Persons ”), (ii) an affirmative vote of a majority of the members of a committee of the Board of Directors consisting of members who are not Interested Persons or (iii) one or more of the Corporation’s officers or employees who are not Interested Persons and who were authorized by the Board of Directors or a committee thereof in the manner set forth in (i) and (ii) above;

(B)
The agreement or transaction was fair to the Corporation at the time the agreement or transaction was entered into by the Corporation; or

(C)
The agreement or transaction was approved by an affirmative vote of the stockholders holding a majority of the shares entitled to vote upon such agreement or transaction, voting as a single voting group, excluding B. Riley, Vintage, any of their respective Affiliates or any Interested Person.

(f) Notice . Any person holding, purchasing or otherwise acquiring any interest in any shares of capital stock of the Corporation shall be deemed to have notice of and have consented to the provisions of this Article TENTH.

(g) Severability . If any provision or provisions of this Article TENTH shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever: (a) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article TENTH (including, without limitation, each portion of any paragraph of this Article TENTH containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (b) to the fullest extent possible, the provisions of this Article TENTH (including, without limitation, each such portion of any paragraph of this Article TENTH containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Corporation to protect its directors, officers, employees and agents from personal liability in respect of their good faith service to or for the benefit of the Corporation to the fullest extent permitted by law. This Article TENTH shall not limit any protections or defenses available to, or indemnification or advancement rights of, any director or officer of the Corporation under this Restated Certificate of Incorporation, the Bylaws of the Corporation, applicable law, any agreement or otherwise.




(h) Definitions . For purposes of this Article TENTH, the following terms shall have the respective meanings specified herein:

(A)
“ Affiliate ” means, in respect of B. Riley and Vintage, any of their respective officers, directors, employees, agents, stockholders, members, partners, or any entity controlling, controlled by or under common control with B. Riley or Vintage, as applicable (other than the Corporation and any of its Subsidiaries)

(B)
“ B. Riley ” means B. Riley Financial, Inc., together with its affiliates.

(C)
“ Subsidiary ” means, in respect of the Corporation, any entity controlled by the Corporation.

(D)
“ Vintage ” means Vintage Capital Management, LLC, together with its affiliates.”

 
4.
The foregoing amendments were duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.
 
 
5.
All other provisions of the Certificate of Incorporation shall remain in full force and effect.
 
 
6.
This Certificate of Amendment, and the amendments effected hereby, shall become effective upon filing with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this certificate of amendment to be executed on June 14, 2019.

BABCOCK & WILCOX ENTERPRISES, INC.



By: /s/ J. André Hall     
Name: J. André Hall
Title:     Sr. Vice President, General
Counsel & Corporate Secretary




BWA03.JPG








                                                                                                                                                                                  EXHIBIT 99.1
News Release

Babcock & Wilcox Announces Rights Offering For Common Stock


(BARBERTON, Ohio - June 17, 2019) - Babcock & Wilcox Enterprises, Inc. ("B&W" or the "Company") (NYSE: BW) announced today that its Board of Directors has approved a record date and subscription period for the rights offering originally announced on April 5, 2019. Assuming B&W's registration statement relating to the rights offering is declared effective, the Company will distribute to each holder of the Company’s common stock one non-transferable subscription right to purchase 0.986896 shares of the Company’s common stock at a price of $0.30 per whole share for each share of the Company’s common stock held as of 5:00 p.m., New York City time, on June 27, 2019 (the “rights offering record date”). The Company will not issue any fractional shares of the Company’s common stock in the rights offering, and all exercises of subscription rights will be rounded to the nearest whole share. In addition, the Company will not issue fractional subscription rights or pay cash in lieu of fractional subscription rights .

The subscription rights may be exercised at any time during the subscription period, which will commence on June 28, 2019. The subscription rights will expire if they are not exercised by 5:00 p.m., New York City time, on July 18, 2019, unless the Company extends the rights offering subscription period.

The Company expects to issue 166,666,667 shares of its common stock in connection with the rights offering, including any shares issued to B. Riley FBR, Inc., a significant shareholder of the Company (“B. Riley”), as backstop exchange purchaser.

The Company expects to mail subscription certificates evidencing the subscription rights and a copy of the prospectus for the rights offering to shareholders as of the rights offering record date beginning on or about June 28, 2019 .

The Company expects to use the proceeds from the rights offering to partially repay indebtedness outstanding under the Tranche A-3 last-out term loans provided through its U.S. credit agreement.

The rights offering remains subject to the satisfaction of certain conditions, and the Company reserves the right to terminate the rights offering at any time prior to its expiration date.

Neither the Company nor its Board of Directors has made any recommendation as to whether shareholders should exercise their subscription rights, although directors and executive officers may exercise their subscription rights in their individual capacities. Shareholders are urged to carefully review the subscription materials the Company will provide and consult with their own legal and financial advisors in deciding whether or not to exercise the subscription rights. The subscription rights will be non-transferable. As such, shareholders will not be able to sell their subscription rights if they do not wish to exercise them. In addition, no oversubscription privilege will be available for shareholders desiring to purchase additional subscription rights. As previously disclosed, B. Riley will serve as the backstop exchange purchaser for the rights offering and will be entitled to purchase any unsubscribed shares of common stock in the rights offering at the subscription price or $0.30 per whole share.

A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. The



information in this press release is not complete and is subject to change. This press release shall not constitute an offer to sell or a solicitation of an offer to buy the securities, nor shall there be any offer, solicitation or sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful under the securities laws of such state or jurisdiction. The rights offering will be made only by means of a prospectus. Copies of the prospectus, when it becomes available, will be mailed to all eligible shareholders as of the rights offering record date and may also be obtained free of charge at the website maintained by the SEC at www.sec.gov or by contacting the information agent for the rights offering, D.F. King & Co., Inc., toll free at (800) 622-1649 or by email at bw@dfking.com.

Forward-Looking Statements

B&W cautions that this release contains forward-looking statements, including, without limitation, statements relating to the terms of the rights offering. These forward-looking statements are based on management’s current expectations and involve a number of risks and uncertainties, including, among other things, the effectiveness of the registration statement related to the rights offering; 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 requirements under our credit agreement dated May 11, 2015, as amended, with a syndicate of lenders; our ability to complete our contemplated series of equitization transactions and all related transactions in a timely manner, if at all; 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. If one or more of these risks or other risks materialize, actual



results may vary materially from those expressed. For a more complete discussion of these and other risk factors, see B&W’s filings with the Securities and Exchange Commission, including our most recent annual report on Form 10-K and quarterly report on Form 10-Q. B&W cautions not to place undue reliance on these forward-looking statements, which speak only as of the date of this release, and undertakes no obligation to update or revise any forward-looking statement, except to the extent required by applicable law.


About B&W
Headquartered in Barberton, Ohio, Babcock & Wilcox is a global leader in energy and environmental technologies and services for the power and industrial markets. Follow us on Twitter @BabcockWilcox and learn more at www.babcock.com .

# # #

Investor Contact:
Media Contact:
Megan Wilson
Ryan Cornell
Vice President, Corporate Development & Investor Relations
Public Relations
Babcock & Wilcox
Babcock & Wilcox
704.625.4944 | investors@babcock.com   
330.860.1345 | rscornell@babcock.com