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): March 4, 2021

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.)	

1200 EAST MARKET STREET, SUITE 650
AKRON, OHIO	44305	
(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))

Securities registered pursuant to Seciton 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of Each Exchange on which Registered	
Common Stock, par value $0.01 per share	BW	New York Stock Exchange	
8.125% Senior Notes due 2026	BWSN	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 1.01 Entry into a Material Definitive Agreement

On March 4, 2021, Babcock and Wilcox Enterprises, Inc., a Delaware corporation (the “Company”) and Bank of America, N.A. as administrative agent to the lenders under the Amended Credit Agreement, entered into Amendment No. 3 to Amended and Restated Credit Agreement (the “Amended Credit Agreement”). The Amended Credit Agreement amends the terms of the Company’s Amended and Restated Credit Agreement to, among other matters, (i) permit the prepayment of certain term loans, (ii) reduce the revolving credit commitments to $130 million and removing the ability to obtain revolving loans under the credit agreement, and (iii) amend certain covenants and conditions to the extension of credit.

The foregoing description of the material terms of the Amended Credit Agreement is qualified in its entirety by reference to the full text of the Amended Credit Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 2.02               Results of Operations and Financial Condition

On March 9, 2021, the Company issued a press release announcing financial results for the year ended December 31, 2020. A copy of the press release is attached as Exhibit 99.1, and the information contained in Exhibit 99.1 is incorporated herein by reference.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (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 (the “Securities Act”) or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As a result of the Amended Credit Agreement, as described in Item 1.01 herein, the Company is no longer required to maintain a Chief Implementation Officer pursuant to our Amended and Restated Credit Agreement. Accordingly, on March 4, 2021, Robert M. Caruso ceased to serve as the Company’s Chief Implementation Officer, but remains with the Company under the professional services agreement between the Company and Alvarez & Marshal North America, LLC, as described in our Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on May 5, 2020. Because the Company is no longer required to maintain a Chief Implementation Officer, the Company has not appointed, and does not expect to appoint, a replacement Chief Implementation Officer.

Item 7.01 Regulation FD Disclosure.

On March 9, 2021, the Company posted a Company Overview presentation on the investor relations section of its website at babcock.com. A copy of the presentation is attached as Exhibit 99.2, and the information contained in Exhibit 99.2 is incorporated herein by reference.

The information furnished pursuant to this Item 7.01, including Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

2

    

Item 9.01.    Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description	
10.1		Amendment No. 3 to Amended and Restated Credit Agreement dated March 4, 2021 (incorporated by reference to Exhibit 10.68 of the Babcock & Wilcox Enterprises, Inc. Annual Report on Form 10-K for the year ended December 31, 2020 (File No. 001-36876)).	
99.1		Press Release dated March 9, 2021	
99.2		Investor Presentation, dated March 9, 2021	

3

    

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.		

March 9, 2021	By:	/s/ Louis Salamone		
		Louis Salamone		
		Executive Vice President, Chief Financial Officer and Chief Accounting Officer
(Principal Accounting Officer and Duly Authorized Representative)	

4

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Exhibit 99.1	

			
News Release	

Babcock & Wilcox Enterprises Announces Results for Fourth Quarter and Full Year 2020

Q4 2020 Highlights:
- Revenues of $149.9 million
- Net income of $4.6 million
- Earnings per share of $0.09
- Consolidated adjusted EBITDA of $16.1 million
- Bookings of $167 million

Full Year 2020 Highlights:
- Revenues of $566.3 million
- Net income of $(10.3) million
- Earnings per share of $(0.21)
- Consolidated adjusted EBITDA of $45.1 million
- Bookings of $645 million
- Backlog at December 31, 2020 of $535.0 million, a 21.3% increase compared to December 31, 2019
- Minimum required pension funding contributions reduced by $107 million or 75%

(AKRON, Ohio – March 9, 2021) – Babcock & Wilcox Enterprises, Inc. ("B&W" or the "Company") (NYSE: BW) announced results for the fourth quarter and full year 2020.

"Our results for the fourth quarter and full year 2020 reflect the ongoing positive impact of our strategic actions, cost savings initiatives, and strong management and operational effectiveness, despite the impacts of COVID-19 across our segments, and we are confident in our ability to achieve our previously stated adjusted EBITDA targets of $70-$80 million and $95-$105 million, in 2021 and 2022, respectively1," said Kenneth Young, B&W's Chairman and Chief Executive Officer. "Our actions in 2020 and year-to-date, which included launching new segments, expanding internationally, implementing additional cost savings initiatives, and most recently closing successful common stock and senior notes offerings, have provided a strong foundation for the continued execution of our growth strategy."

"The proceeds from our offerings significantly reduced our secured debt by $274 million and reduced future cash interest payments by approximately $16 million annually. Combined with a reduction in our required pension contributions, we expect to save more than $40 million annually in cash expenses on a pro-forma basis, while also providing capital to support the expansion of our clean energy technologies portfolio as we continue to pursue more than $5 billion of identified pipeline opportunities over the next three years, in addition to our high-margin parts and services business," Young continued. "Looking forward, we remain focused on growing our B&W Renewable and B&W Environmental segments, including deploying our waste-to-energy and carbon capture technologies to help meet the increasing global demand for carbon and methane reductions. The next-generation B&W is positioned to power the global energy and environmental transformation."

1 The most comparable GAAP financial measure is not available without unreasonable effort.

Q4 2020 Financial Summary

Consolidated revenues in the fourth quarter of 2020 were $149.9 million, down 17% compared to the fourth quarter of 2019. Revenues in all segments were adversely impacted by COVID-19 as customers delayed projects and travel restrictions limited the ability of the Company's workforce to be on site. The completion of large projects in all three segments in the prior year quarter also contributed to the decline in revenue. The GAAP operating income in the fourth quarter of 2020 was $2.2 million, inclusive of restructuring and settlement costs and advisory fees of $7.9 million, compared to an operating income of $10.0 million in the fourth quarter of 2019. The decline in operating income was primarily due to lower volume as a result of the impacts of COVID-19, partially offset by the effects of improved gross margin in the B&W Thermal segment. Adjusted EBITDA was $16.1 million compared to $22.8 million in the fourth quarter of 2019. Bookings in the fourth quarter of 2020 were $167 million. All amounts referred to in this release are on a continuing operations basis, unless otherwise noted. Reconciliations of net income, the most directly comparable GAAP measure, to adjusted EBITDA, as well as to adjusted gross profit for the Company's segments, are provided in the exhibits to this release.

Babcock & Wilcox Renewable segment revenues were $37.6 million for the fourth quarter of 2020, compared to $46.7 million in the fourth quarter of 2019. The decline in revenue was primarily due to the completion of the European EPC loss projects in 2019 and the negative impacts of COVID-19 on projects and parts sales. Adjusted EBITDA in the quarter was $3.0 million compared to $5.8 million in the fourth quarter of 2019, primarily due to the lower volume. In the fourth quarter of 2020, the segment recorded losses of $2.4 million on the European EPC loss contracts as compared to a gain of $1.2 million in the fourth quarter of 2019, inclusive of warranty expense. The segment adjusted gross profit was $10.4 million in the fourth quarter of 2020 compared to adjusted gross profit of $10.7 million reported in the fourth quarter of 2019; despite COVID-19's impact on revenue, the gross profit margin improved to 27.7% in the fourth quarter of 2020, compared to 22.9% in the fourth quarter of 2019 as a result of emphasis on higher margin projects and cost savings initiatives.

Babcock & Wilcox Environmental segment revenues were $31.6 million in the fourth quarter of 2020, compared to $41.2 million in the fourth quarter of 2019, primarily due to the impacts of COVID-19 and the completion of a large submerged grind conveyor project and a large construction project in the prior year quarter. Adjusted EBITDA was $2.4 million, compared to $6.3 million in the same period last year, driven by the lower volume. Adjusted gross profit was $6.9 million in the fourth quarter of 2020, compared to $11.2 million in the prior-year period.

Babcock & Wilcox Thermal segment revenues were $81.0 million in the fourth quarter of 2020 compared to $94.2 million in the prior-year period, primarily due to the impacts of COVID-19 and the completion of a large maintenance project in the prior-year quarter. Adjusted EBITDA in the fourth quarter of 2020 was $12.8 million, an increase of 6.9% compared to $11.9 million in last year's quarter, primarily due to favorable product mix and the benefits of a full period of cost savings and restructuring initiatives, partially offset by the effects of lower volume and increases in overhead being allocated to the segment; adjusted EBITDA margin was 15.7% in the quarter compared to 12.7% in the same period last year. Adjusted gross profit in the Babcock & Wilcox Thermal segment in the fourth quarter of 2020 improved to $27.4 million, a 6.8% increase compared to $25.6 million in the prior-year period, primarily due to favorable product mix and the benefits of a full period of cost savings and restructuring initiatives, offset by lower volume; gross profit margin improved to 33.8%, compared to 27.2% in the same period last year.

Full Year 2020 Financial Summary

Consolidated revenues in 2020 were $566.3 million, down 34% compared to 2019. Revenues in all segments were adversely impacted by COVID-19, including the postponement and delay of several projects. The GAAP operating loss in 2020 was $1.7 million, inclusive of an insurance loss recovery of $26.0 million offset by restructuring and settlement costs and advisory fees of $24.7 million, compared to an operating loss of $29.4 million in 2019. The improvement in operating loss was primarily due to the insurance loss recovery, the positive impact of cost savings initiatives and a lower level of losses on the EPC loss contracts, partially offset by the divestiture of Loibl and the impacts of COVID-19 on revenue in all three segments. Adjusted EBITDA improved to $45.1 million compared to $45.0 million in 2019. Total bookings in 2020 were $645.0 million, and backlog at December 31, 2020 was $535.0 million, a 21.3% increase compared to December 31, 2019.

Babcock & Wilcox Renewable segment revenues were $156.2 million in 2020, a decrease of 24.0% compared to $205.6 million in 2019, primarily due to the advanced completion of activities on the European EPC loss contracts in the prior year as well as new anticipated projects and parts orders being deferred due to COVID-19 and the divestiture of Loibl, a materials handling business in Germany that generated revenues of approximately $14.3 million in 2019, partially offset by a higher level of activities on two operations and maintenance contracts in the U.K. which followed the turnover of the EPC loss contracts to the customers. Adjusted EBITDA improved to $25.0 million compared to $1.6 million in the prior year, primarily due to the loss recovery of $26.0 million recognized in 2020 under an October 10, 2020 settlement agreement with an insurer in connection with five of the six European EPC loss contracts, as well as lower costs related to the loss contracts. In 2020, the segment recorded $3.7 million in net losses as compared to $6.9 million of equivalent losses recorded in 2019, inclusive of warranty expense. The Adjusted EBITDA improvement was also partially offset by the divestiture of Loibl and lower volume, as described above. The segment adjusted gross profit was $58.8 million in 2020, an improvement of $28.8 million compared to $30.0 million in 2019.

Babcock & Wilcox Environmental segment revenues were $108.0 million in 2020, a decrease of 60.8% compared to $275.6 million in 2019, primarily due to the completion of large construction projects in 2019 and a lower level of activity due to the postponement of new projects by several customers as a result of COVID-19. Adjusted EBITDA declined to $3.5 million compared to $12.5 million in the prior year, primarily attributable to the impacts of lower volume, partially offset by a lower percentage of overhead being allocated to the segment. Adjusted gross profit was $23.5 million in 2020, compared to $48.4 million in the prior year. At December 31, 2020, the B&W Environmental segment had two significant loss contracts, with net losses of $1.3 million and $5.6 million in 2020 and 2019, respectively. As of December 31, 2020, the first contract was approximately 100% complete with only warranty obligations remaining and the second contract was approximately 99% complete with final completion expected in the first quarter of 2021.

Babcock & Wilcox Thermal segment revenues were $305.0 million in 2020, a decrease of 25.6% compared to $409.7 million in the prior year, primarily due to the adverse impacts of COVID-19 resulting in lower parts, construction, package boilers and international service orders, as well as the completion of large construction projects in the prior year. Adjusted EBITDA in 2020 declined to $35.4 million compared to $51.4 million in the prior year, primarily due to lower volume and a higher percentage of overhead being allocated to the segment that was previously allocated to other segments, partially offset by favorable product mix and a full period of cost savings and restructuring initiatives benefiting 2020; adjusted EBITDA margin was 11.6% for the year compared to 12.5% in 2019. Gross profit margin in the segment was 29.9% in 2020, compared to 22.3% in the prior year; adjusted gross profit in the segment in

2020 was $91.2 million, which was flat compared to the prior year primarily due to favorable product mix and the effects of a full period of cost savings and restructuring initiatives benefiting 2020, offset by lower volume.

COVID-19 Impact

The global COVID-19 pandemic has disrupted business operations, trade, commerce, financial and credit markets, and daily life throughout the world. The Company's business has been, and continues to be, adversely impacted by the measures taken and restrictions imposed in the countries in which it operates and by local governments and others to control the spread of this virus. These measures and restrictions have varied widely and have been subject to significant changes from time to time depending on the changes in the severity of the virus in these countries and localities. These restrictions, including travel and curtailment of other activity, negatively impact the Company's ability to conduct business. The volatility and variability of the virus has limited the Company's ability to forecast the impact of the virus on its customers and its business. The continuing resurgence of COVID-19, including at least one new strain thereof, has resulted in the reimposition of certain restrictions and may lead to other restrictions being implemented in response to efforts to reduce the spread of the virus. These varying and changing events have caused many of the projects the Company had anticipated would begin in 2020 to be delayed into 2021 and beyond. Many customers and projects require B&W's employees to travel to customer and project worksites. Certain customers and significant projects are located in areas where travel restrictions have been imposed, certain customers have closed or reduced on-site activities, and timelines for completion of certain projects have, as noted above, been extended into 2021 and beyond. Additionally, out of concern for the Company's employees, even where restrictions permit employees to return to its offices and worksites, the Company has incurred additional costs to protect its employees as well as advising those who are uncomfortable returning to worksites due to the pandemic that they are not required to do so for an indefinite period of time. The resulting uncertainty concerning, among other things, the spread and economic impact of the virus has also caused significant volatility and, at times, illiquidity in global equity and credit markets. The full extent of the COVID-19 impact on the Company's operational and financial performance will depend on future developments, including the ultimate duration and spread of the pandemic and related actions taken by the U.S. government, state and local government officials, and international governments to prevent disease spread, as well as the availability and effectiveness of COVID-19 vaccinations in the U.S. and abroad, all of which are uncertain, out of the Company's control, and cannot be predicted.

Liquidity and Balance Sheet

At December 31, 2020, the Company had total debt of $347.6 million, an unrestricted cash balance of $57.3 million and borrowing availability of $33.7 million.

As previously disclosed, on February 12, 2021 the Company closed an underwritten public offering of 29,487,180 shares of common stock, which included 3,846,154 shares issued in connection with the underwriter’s option to purchase additional shares, at a price to the public of $5.85 per share, for gross proceeds of approximately $172.5 million. On February 12, 2021 the Company also closed an underwritten public offering of $125.0 million aggregate principal amount of 8.125% senior notes due 2026, which included $5 million aggregate principal amount of senior notes issued in connection with the underwriters’ option to purchase senior notes. Gross proceeds for both offerings are exclusive of underwriting discounts and commissions and estimated offering expenses payable by the Company.

In addition to the public offerings, B. Riley Financial, Inc. exchanged $35 million of its existing Tranche A term loan for $35 million principal amount of senior notes in a concurrent private offering, and the interest rate on the remaining Tranche A term loan balance was reduced to an interest rate of 6.625%, compared to its prior rate of 12%.

The two offerings resulted in net proceeds of approximately $283 million after deducting underwriting discounts and commissions, but before expenses.

On February 16, 2021, the Company prepaid $167.1 million towards the outstanding revolving credit facility, reducing the outstanding borrowing balance to zero.

On March 4, 2021, the Company amended its Credit Agreement to, among other things, reduce its revolving borrowing availability to zero and its letter of credit availability to $130 million. On March 4, 2021 the Company also paid $21.8 million of accrued and deferred bank fees and $75 million towards its existing Tranche A last out term loan.

Taking into account the effects of the above strategic actions, including the net proceeds of public offerings after underwriting discounts and commissions, but before expenses; prepayment of the revolving credit facility; and the partial paydown of the Tranche A term loan and the payment of bank fees, as well as deferred interest, amendment fees and estimated advisory fees; pro-forma total debt and unrestricted cash at December 31, 2020 would be $233.3 million and $72.5 million, respectively.

In addition, based on the performance of the Company's domestic qualified pension plan, the minimum required funding contributions through 2026 have been reduced by 75%, as previously disclosed. The current total minimum required funding contribution for the period 2021-2026 is $35 million, to be contributed in the next two years. This is $107 million less compared to the Company's previous expectation for the period from 2021-2026. These numbers are subject to change with the performance of the pension fund investments.

Cost Savings Measures Continuing

In addition to the $119 million of cost savings initiatives previously disclosed, the Company implemented approximately $8 million of additional cost savings initiatives in 2020, for a total of $127 million. The Company has also identified another $11 million of cost savings actions expected to be implemented beginning in the first quarter of 2021.

Earnings Call Information

B&W plans to host a conference call and webcast on Tuesday, March 9, 2021 at 8 a.m. ET to discuss the Company’s fourth quarter and full year 2020 results. The listen-only audio of the conference call will be broadcast live via the Internet on B&W’s Investor Relations site. The dial-in number for participants in the U.S. is (833) 227-5843; the dial-in number for participants outside the U.S. is (647) 689-4070. The conference ID for all participants is 5390408. A replay of this conference call will remain accessible in the investor relations section of the Company's website for a limited time.

Non-GAAP Financial Measures

The Company uses non-GAAP financial measures internally to evaluate its performance and in making financial and operational decisions. When viewed in conjunction with GAAP results and the accompanying reconciliation, the Company believes that its presentation of these measures provides investors with greater transparency and a greater understanding of factors affecting its financial condition and results of operations than GAAP measures alone. As previously disclosed, the Company changed its reportable segments in 2020 and has recast prior period results to account for this change. Additionally, the Company redefined its definition of adjusted EBITDA to eliminate the effects of certain items including the loss from a non-strategic business, interest on letters of credit included in cost of operations and loss on business held for sale. Prior period results have been revised to conform with the revised definition and present separate reconciling items in our reconciliation.

This release presents adjusted gross profit for each business segment and adjusted EBITDA, which are non-GAAP financial measures. Adjusted EBITDA on a consolidated basis is defined as the sum of the adjusted EBITDA for each of the segments, further adjusted for corporate allocations and research and development costs. At a segment level, the adjusted EBITDA presented is consistent with the way the Company's chief operating decision maker reviews the results of operations and makes strategic decisions about the business and is calculated as earnings before interest, tax, depreciation and amortization adjusted for 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 the U.S. Revolving Credit Facility and other costs that may not be directly controllable by segment management and are not allocated to the segment. The Company presented consolidated Adjusted EBITDA because it believes it is useful to investors to help facilitate comparisons of the ongoing, operating performance before corporate overhead and other expenses not attributable to the operating performance of the Company's revenue generating segments. This release also presents certain targets for our adjusted EBITDA in the future; these targets are not intended as guidance regarding how the Company believes the business will perform. The Company is unable to reconcile these targets to their GAAP counterparts without unreasonable effort and expense due to the aspirational nature of these targets.

This release also presents adjusted gross profit by segment. The Company believes that adjusted gross profit by segment is useful to investors to help facilitate comparisons of the ongoing, operating performance of the segments by excluding expenses related to, among other things, activities related to the spin-off, activities related to various restructuring activities the Company has undertaken, corporate overhead (such as SG&A expenses and research and development costs) and certain non-cash expenses such as intangible amortization and goodwill impairments that are not allocated by segment.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical or current fact included in the release are forward-looking statements. You should not place undue reliance on these statements. These forward-looking statements are based on management’s current expectations and involve a number of risks and uncertainties, including, among other things, the impact of COVID-19 on the Company, the capital markets and global economic climate generally; the Company’s recognition of any asset impairments as a result of any decline in the value of its assets or efforts to dispose of any assets in the future; the Company’s ability to obtain and maintain sufficient financing to provide liquidity to meet its business objectives, surety bonds, letters of credit and similar financing; the Company’s ability to comply with the requirements of, and to service the indebtedness under, the Company’s A&R Credit Agreement; the Company’s use of proceeds from its recent offerings of common stock and 8.125% senior notes due 2026; the highly competitive nature of the Company’s businesses and ability to win work, including identified project opportunities in the pipeline; general economic and business conditions, including

changes in interest rates and currency exchange rates; cancellations of and adjustments to backlog and the resulting impact from using backlog as an indicator of future earnings; the Company’s 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; the Company’s ability to successfully resolve claims by vendors for goods and services provided and claims by customers for items under warranty; the Company’s ability to realize anticipated savings and operational benefits from its restructuring plans, and other cost-savings initiatives; the Company’s ability to successfully address productivity and schedule issues in its B&W Renewable, B&W Environmental and B&W Thermal segments, including the ability to complete its B&W Renewable's European EPC projects and B&W Environmental's U.S. loss projects within the expected time frame and the estimated costs; the Company’s ability to successfully partner with third parties to win and execute contracts within its B&W Renewable, B&W Environmental and B&W Thermal segments; changes in the Company’s effective tax rate and tax positions, including any limitation on its ability to use its net operating loss carryforwards and other tax assets; the Company’s ability to successfully manage research and development projects and costs, including its efforts to successfully develop and commercialize new technologies and products; the operating risks normally incident to its lines of business, including professional liability, product liability, warranty and other claims against the Company; difficulties the Company may encounter in obtaining regulatory or other necessary permits or approvals; changes in actuarial assumptions and market fluctuations that affect its net pension liabilities and income; the Company’s ability to successfully compete with current and future competitors; the Company’s ability to negotiate and maintain good relationships with labor unions; changes in pension and medical expenses associated with its retirement benefit programs; social, political, competitive and economic situations in foreign countries where it does business or seeks new business; and the other factors specified and set forth under "Risk Factors" in the Company’s periodic reports filed with the Securities and Exchange Commission, including the Company’s most recent annual report on Form 10-K and its quarterly report on Form 10-Q for the quarter ended September 30, 2020.

These forward-looking statements are made based upon detailed assumptions and reflect management’s current expectations and beliefs. While the Company believes that these assumptions underlying the forward-looking statements are reasonable, the Company cautions that it is very difficult to predict the impact of known factors, and it is impossible for the Company to anticipate all factors that could affect actual results. The forward-looking statements included herein are made only as of the date hereof. The Company undertakes no obligation to publicly update or revise any forward-looking statement as a result of new information, future events, or otherwise, except as required by law.

About B&W Enterprises Headquartered in Akron, Ohio, Babcock & Wilcox Enterprises is a global leader in energy and environmental technologies and services for the power and industrial markets. Follow B&W on LinkedIn 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 Enterprises	Babcock & Wilcox Enterprises	
704.625.4944 | investors@babcock.com	330.860.1345 | rscornell@babcock.com	

Exhibit 1
Babcock & Wilcox Enterprises, Inc.
Condensed Consolidated Statements of Operations(1)(2)
(In millions, except per share amounts)

	Three months ended December 31,		Year ended December 31,	
	2020	2019		2020	2019	
Revenues	$	149.9 		$	180.4 			$	566.3 		$	859.1 		
Costs and expenses:						
Cost of operations	107.8 		135.7 			400.5 		698.9 		
Selling, general and administrative expenses	33.9 		30.6 			141.7 		151.1 		
Advisory fees and settlement costs	2.8 		5.1 			12.9 		27.9 		
Restructuring activities	5.1 		2.1 			11.8 		11.7 		
Research and development costs	0.5 		0.6 			4.4 		2.9 		
Gain on asset disposals, net	(2.3)		(3.7)			(3.3)		(3.9)		
Total costs and expenses	147.7 		170.4 			568.1 		888.5 		
Operating income (loss)	2.2 		10.0 			(1.7)		(29.4)		
Other (expense) income:						
Interest expense	(10.0)		(27.5)			(59.8)		(94.9)		
Interest income	0.2 		0.1 			0.6 		0.9 		
Loss on debt extinguishment	— 		— 			(6.2)		(4.0)		
Loss on sale of business	— 		— 			(0.1)		(3.6)		
Benefit plans, net	(16.7)		13.7 			5.6 		22.8 		
Foreign exchange	36.1 		10.8 			58.8 		(16.6)		
Other – net	1.9 		0.1 			(1.1)		0.3 		
Total other income (expense)	11.5 		(2.8)			(2.2)		(95.1)		
Income (loss) before income tax expense	13.7 		7.2 			(3.9)		(124.4)		
Income tax expense	8.6 		1.7 			8.2 		5.3 		
Income (loss) from continuing operations	5.0 		5.5 			(12.1)		(129.7)		
Income from discontinued operations, net of tax	— 		— 			1.8 		0.7 		
Net income (loss)	5.0 		5.5 			(10.3)		(129.0)		
Net (income) loss attributable to non-controlling interest	(0.4)		6.9 			— 		7.1 		
Net income (loss) attributable to stockholders	$	4.6 		$	12.4 			$	(10.3)		$	(122.0)		
						
Basic earnings (loss) per share - continuing operations	$	0.09 		$	0.26 			$	(0.25)		$	(3.89)		
Basic earnings per share - discontinued operations	— 		— 			0.04 		0.02 		
Basic earnings (loss) per share	$	0.09 		$	0.26 			$	(0.21)		$	(3.87)		
						
Diluted earnings (loss) per share - continuing operations	$	0.09 		$	0.26 			$	(0.25)		$	(3.89)		
Diluted earnings per share - discontinued operations	— 		— 			0.04 		0.02 		
Diluted earnings (loss) per share	$	0.09 		$	0.26 			$	(0.21)		$	(3.87)		
						
Shares used in the computation of earnings (loss) per share:						
Basic	52.1 		48.0 			48.7 		31.5 		
Diluted	53.4 		48.4 			48.7 		31.5 		
(1) Figures may not be clerically accurate due to rounding.
(2) Results for the twelve months ended December 31, 2020, include the recognition of a $26.0 million loss recovery settlement related to certain historical EPC loss contracts in the third quarter.

Exhibit 2
Babcock & Wilcox Enterprises, Inc.
Condensed Consolidated Balance Sheets(1)

(In millions, except per share amount)	December 31, 2020	December 31, 2019	
Cash and cash equivalents	$	57.3 		$	43.8 		
Restricted cash and cash equivalents	10.1 		13.2 		
Accounts receivable – trade, net	128.3 		142.2 		
Accounts receivable – other	35.4 		23.3 		
Contracts in progress	59.3 		91.6 		
Inventories	67.2 		63.1 		
Other current assets	26.4 		27.0 		
Current assets held for sale	4.7 		8.1 		
Total current assets	388.8 		412.2 		
Net property, plant and equipment, and finance lease	85.1 		97.1 		
Goodwill	47.4 		47.2 		
Intangible assets	23.9 		25.3 		
Right-of-use assets	10.8 		12.5 		
Other assets	24.7 		25.0 		
Non-current assets held for sale	11.2 		7.3 		
Total assets	$	591.8 		$	626.5 		
	
Revolving credit facilities	— 		179.0 		
Last out term loans	— 		104.0 		
Accounts payable	73.5 		109.9 		
Accrued employee benefits	13.9 		18.3 		
Advance billings on contracts	64.0 		75.3 		
Accrued warranty expense	25.4 		33.4 		
Operating lease liabilities	4.0 		4.3 		
Other accrued liabilities	81.7 		68.8 		
Current liabilities held for sale	8.3 		9.5 		
Total current liabilities	270.8 		602.5 		
Revolving credit facilities	164.3 		— 		
Last out term loans	183.3 		— 		
Pension and other accumulated postretirement benefit liabilities	252.3 		259.3 		
Non-current finance lease liabilities	29.7 		30.5 		
Non-current operating lease liabilities	7.0 		8.4 		
Other non-current liabilities	22.6 		20.9 		
Total liabilities	930.1 		921.5 		
Commitments and contingencies			
Stockholders' deficit:			
Common stock, par value $0.01 per share, authorized shares of 500,000; issued and outstanding shares of 54,452 and 46,374 at December 31, 2020 and 2019, respectively	4.8 		4.7 		
Capital in excess of par value	1,164.4 		1,142.6 		
Treasury stock at cost, 718 and 616 shares at December 31, 2020 and 2019, respectively	(106.0)		(105.7)		
Accumulated deficit	(1,350.2)		(1,339.9)		
Accumulated other comprehensive income (loss)	(52.4)		1.9 		
Stockholders' deficit attributable to shareholders	(339.4)		(296.4)		
Non-controlling interest	1.1 		1.4 		
Total stockholders' deficit	(338.3)		(294.9)		
Total liabilities and stockholders' deficit	$	591.8 		$	626.5 		
(1) Figures may not be clerically accurate due to rounding.

Exhibit 3
Babcock & Wilcox Enterprises, Inc.
Condensed Consolidated Statements of Cash Flows(1)
(In millions)

	Year ended December 31,	
	2020	2019	
Cash flows from operating activities:			
Net loss	$	(10.3)		$	(129.0)		
Adjustments to reconcile net loss to net cash used in operating activities:			
Depreciation and amortization of long-lived assets	16.8 		23.6 		
Amortization of deferred financing costs, debt discount and payment-in-kind interest	16.7 		61.2 		
Amortization of guaranty fee	1.2 		— 		
Non-cash operating lease expense	4.8 		5.4 		
Loss on sale of business	0.1 		3.6 		
Loss on debt extinguishment	6.2 		4.0 		
Gains on asset disposals	(3.3)		(3.9)		
Provision for (benefit from) deferred income taxes, including valuation allowances	1.8 		(0.9)		
Mark to market (gains) losses and prior service cost amortization for pension and postretirement plans	22.2 		(10.7)		
Stock-based compensation, net of associated income taxes	4.6 		3.1 		
Equitized non-cash interest expense	13.5 		— 		
Foreign exchange	(58.8)		16.6 		
Changes in assets and liabilities:			
Accounts receivable	21.7 		63.9 		
Contracts in progress	35.9 		48.5 		
Advance billings on contracts	(13.1)		(71.3)		
Inventories	(4.1)		(4.1)		
Income taxes	(2.4)		1.3 		
Accounts payable	(42.0)		(80.5)		
Accrued and other current liabilities	9.1 		(23.1)		
Accrued contract loss	(5.6)		(50.7)		
Pension liabilities, accrued postretirement benefits and employee benefits	(37.2)		(16.3)		
Other, net	(18.5)		(16.9)		
Net cash used in operating activities	(40.8)		(176.3)		
Cash flows from investing activities:			
Purchase of property, plant and equipment	(8.2)		(3.8)		
Proceeds from sale of business	8.0 		7.4 		
Purchases of available-for-sale securities	(29.1)		(8.9)		
Sales and maturities of available-for-sale securities	26.6 		11.5 		
Other, net	5.0 		2.5 		
Net cash from investing activities	2.2 		8.8 		

Exhibit 3
Babcock & Wilcox Enterprises, Inc.
Condensed Consolidated Statements of Cash Flows(1)
(In millions)

	Year ended December 31,	
	2020	2019	
Cash flows from financing activities:			
Borrowings under our U.S. revolving credit facility	158.9 		291.6 		
Repayments of our U.S. revolving credit facility	(173.6)		(257.5)		
Borrowings under Last Out Term Loans	70.0 		151.4 		
Repayments under Last Out Term Loans	— 		(41.8)		
Repayments under our foreign revolving credit facilities	— 		(0.6)		
Shares of our common stock returned to treasury stock	(0.3)		(0.1)		
Proceeds from rights offering	— 		40.4 		
Costs related to rights offering	— 		(0.8)		
Debt issuance costs	(10.6)		(16.6)		
Issuance of common stock	— 		1.4 		
Other, net	(0.3)		(0.3)		
Net cash from financing activities	44.1 		167.0 		
Effects of exchange rate changes on cash	5.0 		(2.8)		
Net increase (decrease) in cash, cash equivalents and restricted cash	10.5 		(3.3)		
Cash, cash equivalents and restricted cash, beginning of period	56.9 		60.3 		
Cash, cash equivalents and restricted cash, end of period	$	67.4 		$	56.9 		

(1) Figures may not be clerically accurate due to rounding.

Exhibit 4
Babcock & Wilcox Enterprises, Inc.
Segment Information(1)
(In millions)

SEGMENT RESULTS	Three months ended December 31,		Twelve months ended December 31,	
	2020	2019		2020	2019	
REVENUES:						
Babcock & Wilcox Renewable	$	37.6 		$	46.7 			$	156.2 		$	205.6 		
Babcock & Wilcox Environmental	31.6 		41.2 			108.0 		275.6 		
Babcock & Wilcox Thermal	81.0 		94.2 			305.0 		409.7 		
Eliminations	(0.4)		(1.5)			(2.8)		(31.8)		
	$	149.9 		$	180.4 			$	566.3 		$	859.1 		
						
ADJUSTED EBITDA(2)(3):						
Babcock & Wilcox Renewable	$	3.0 		$	5.8 			$	25.0 		$	1.6 		
Babcock & Wilcox Environmental	2.4 		6.3 			3.5 		12.5 		
Babcock & Wilcox Thermal	12.8 		11.9 			35.4 		51.4 		
Corporate	(1.6)		(0.6)			(14.4)		(17.6)		
Research and development costs	(0.5)		(0.6)			(4.4)		(2.9)		
	$	16.1 		$	22.8 			$	45.1 		$	45.0 		
						
AMORTIZATION EXPENSE:						
Babcock & Wilcox Renewable(5)	$	0.2 		$	0.1 			$	0.7 		$	0.6 		
Babcock & Wilcox Environmental	0.7 		0.8 			3.0 		3.3 		
Babcock & Wilcox Thermal(5)	0.5 		0.1 			1.8 		0.4 		
	$	1.4 		$	1.0 			$	5.5 		$	4.3 		
						
DEPRECIATION EXPENSE:						
Babcock & Wilcox Renewable	$	1.4 		$	1.5 			$	3.6 		$	5.2 		
Babcock & Wilcox Environmental	0.2 		0.2 			1.7 		1.8 		
Babcock & Wilcox Thermal	1.5 		1.8 			6.0 		12.3 		
Corporate	— 		— 			— 		— 		
	$	3.1 		$	3.5 			$	11.3 		$	19.3 		
						
	As of December 31,				
BACKLOG:	2020	2019				
Babcock & Wilcox Renewable(4)	208 		226 					
Babcock & Wilcox Environmental	106 		81 					
Babcock & Wilcox Thermal	226 		140 					
Other/Eliminations	(5)		(6)					
	$	535 		$	441 					
(1) Figures may not be clerically accurate due to rounding.
(2) During the year ended December 31, 2020, we redefined our definition of adjusted EBITDA to eliminate the effects of certain items including loss from a non-strategic business, interest on letters of credit included in cost of operations and loss on business held for sale. Consequently, adjusted EBITDA in prior periods have been revised to conform with the revised definition and present separate reconciling items in our reconciliation.
(3) Adjusted EBITDA for the twelve months ended December 31, 2020, include the recognition of a $26.0 million loss recovery settlement related to certain historical EPC loss contracts in the third quarter.
(4)    B&W Renewable segment backlog at December 31, 2020, includes $164.1 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.
(5) Amortization expense in the B&W Renewable and B&W Thermal segments include $0.1 million and $0.4 million in finance lease amortization for the three months ended December 31, 2020, respectively. Amortization expense in the B&W Renewable and B&W Thermal segments include $0.5 million and $1.6 million in finance lease amortization for the twelve months ended December 31, 2020, respectively.

Exhibit 5
Babcock & Wilcox Enterprises, Inc.
Reconciliation of Adjusted EBITDA(4)
(In millions)

	Three months ended December 31,	Twelve months ended December 31,	
	2020	2019	2020	2019	
Adjusted EBITDA (1)(2)					
B&W Renewable segment	$	3.0 		$	5.8 		$	25.0 		$	1.6 		
B&W Environmental segment	2.4 		6.3 		3.5 		12.5 		
B&W Thermal segment	12.8 		11.9 		35.4 		51.4 		
Corporate	(1.6)		(0.6)		(14.4)		(17.6)		
Research and development costs	(0.5)		(0.6)		(4.4)		(2.9)		
	16.1 		22.8 		45.1 		45.0 		
					
Restructuring activities	(5.1)		(2.1)		(11.8)		(11.7)		
Financial advisory services	(1.2)		(0.7)		(4.4)		(9.1)		
Settlement cost to exit Vølund contract (3)	— 		— 		— 		(6.6)		
Advisory fees for settlement costs and liquidity planning	(1.2)		(4.4)		(6.4)		(11.8)		
Litigation fees and settlement	(0.4)		— 		(2.1)		(0.5)		
Loss on business held for sale	(0.1)		(1.4)		(0.5)		(5.9)		
Stock compensation	(1.5)		(1.3)		(4.6)		(3.4)		
Interest on letters of credit included in cost of operations	(0.9)		(0.1)		(0.9)		(0.4)		
Depreciation & amortization	(4.5)		(4.5)		(16.8)		(23.6)		
Loss from a non-strategic business	(1.4)		(2.0)		(2.6)		(5.5)		
Gain on asset disposals, net	2.3 		3.7 		3.3 		3.9 		
Operating income (loss)	2.2 		10.0 		(1.7)		(29.4)		
Interest expense, net	(9.8)		(27.4)		(59.2)		(94.0)		
Loss on debt extinguishment	— 		— 		(6.2)		(4.0)		
Loss on sale of business	— 		— 		(0.1)		(3.6)		
Net pension benefit before MTM	6.4 		3.6 		28.8 		14.0 		
MTM (loss) gain from benefit plans	(23.2)		10.1 		(23.2)		8.8 		
Foreign exchange	36.1 		10.8 		58.8 		(16.6)		
Other – net	1.9 		0.1 		(1.1)		0.3 		
Total other income (expense)	11.5 		(2.8)		(2.2)		(95.1)		
Income (loss) before income tax expense	13.7 		7.2 		(3.9)		(124.4)		
Income tax expense	8.6 		1.7 		8.2 		5.3 		
Income (loss) from continuing operations	5.0 		5.5 		(12.1)		(129.7)		
Income from discontinued operations, net of tax	— 		— 		1.8 		0.7 		
Net income (loss)	5.0 		5.5 		(10.3)		(129.0)		
Net (income) loss attributable to non-controlling interest	(0.4)		6.9 		— 		7.1 		
Net income (loss) attributable to stockholders	$	4.6 		$	12.4 		$	(10.3)		$	(122.0)		
(1) During the year ended December 31, 2020, we redefined our definition of adjusted EBITDA to eliminate the effects of certain items including loss from a non-strategic business, interest on letters of credit included in cost of operations and loss on business held for sale. Consequently, adjusted EBITDA in prior periods have been revised to conform with the revised definition and present separate reconciling items in our reconciliation.
(2) Adjusted EBITDA for the twelve months ended December 31, 2020, include the recognition of a $26.0 million loss recovery settlement related to certain historical EPC loss contracts in the third quarter.
(3)    In March 2019, we entered into a settlement in connection with an additional B&W Renewable waste-to-energy EPC contract, for which notice to proceed was not given and the contract was not started. The settlement eliminated our obligations to act, and our risk related to acting, as the prime EPC should the project have moved forward.
(4) Figures may not be clerically accurate due to rounding.

Exhibit 6
Babcock & Wilcox Enterprises, Inc.
Reconciliation of Adjusted Gross Profit (Loss)(4)
(In millions)

	Three months ended December 31,	Twelve months ended December 31,	
	2020	2019	2020	2019	
Adjusted gross profit (1)(2)(3)					
Operating income (loss)	$	2.2 		$	10.0 		$	(1.7)		$	(29.4)		
Selling, general and administrative (“SG&A”) expenses	33.8 		30.5 		141.4 		150.6 		
Advisory fees and settlement costs	2.8 		5.1 		12.9 		27.9 		
Intangible amortization expense	1.4 		1.0 		5.5 		4.3 		
Restructuring activities	5.1 		2.1 		11.8 		11.7 		
Research and development costs	0.5 		0.6 		4.4 		2.9 		
Loss from a non-strategic business	1.4 		2.0 		2.6 		5.5 		
Gain on asset disposals, net	(2.3)		(3.7)		(3.3)		(3.9)		
Adjusted gross profit	44.8 		47.6 		173.6 		169.5 		

Adjusted gross profit by segment is as follows:

	Three months ended December 31,	Twelve months ended December 31,	
	2020	2019	2020	2019	
Adjusted gross profit (1)(2)(3)					
B&W Renewable segment	10.4 		10.7 		58.8 		30.0 		
B&W Environmental segment	6.9 		11.2 		23.5 		48.4 		
B&W Thermal segment	27.4 		25.6 		91.2 		91.2 		
Adjusted gross profit (loss)	44.8 		47.6 		173.6 		169.5 		

(1) Intangible amortization is not allocated to the segments' adjusted gross profit, but depreciation is allocated to the segments' adjusted gross profit.
(2) Adjusted gross profit for the three months ended December 31, 2020 and December 31, 2019, excludes losses related to a non-strategic business that was previously included in Adjusted gross profit within the B&W Environmental segment and totals $1.4 million and $2.0 million, respectively. Adjusted gross profit for the twelve months ended December 31, 2020 and December 31, 2019, excludes losses related to a non-strategic business that was previously included in Adjusted gross profit within the B&W Environmental segment and totals $2.6 million and $5.5 million, respectively.
(3) Adjusted gross profit for the year ended December 31, 2020, includes the recognition of a $26.0 million loss recovery settlement related to certain historical EPC loss contracts in the third quarter.
(4) Figures may not be clerically accurate due to rounding.

B A B C O C K & W I L C O X E N T E R P R I S E S , I N C .© 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. 1 Investor Presentation March 2021

 

B A B C O C K & W I L C O X E N T E R P R I S E S , I N C .© 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. 2 B&W Enterprises cautions that this presentation contains forward-looking statements, including, without limitation, statements relating to adjusted EBITDA and sales targets, expectations regarding future growth, expansion and profitability, as well as statements about B&W’s future pipeline of new projects and business within its Renewable, Environmental and Thermal operating segments and their impact on future shareholder value. These forward-looking statements are based on management’s current expectations and involve a number of risks and uncertainties, including, among other things, the impact of COVID-19 on us and the capital markets and global economic climate generally; our recognition of any asset impairments as a result of any decline in the value of our assets or our efforts to dispose of any assets in the future; 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 comply with the requirements of, and to service the indebtedness under, our credit agreement as amended and restated (the "A&R" Credit Agreement"); our anticipated use of proceeds from our recent offerings of common stock and 8.125% notes due 2026; the highly competitive nature of our businesses and our ability to win work, including identified project opportunities in our pipeline; general economic and business conditions, including changes in interest rates and currency exchange rates; 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 successfully resolve claims by vendors for goods and services provided and claims by customers for items under warranty; our ability to realize anticipated savings and operational benefits from our restructuring plans, and other cost-savings initiatives; our ability to successfully address productivity and schedule issues in our B&W Renewable, B&W Environmental and B&W Thermal segments, including the ability to complete our B&W Renewable's European EPC projects and B&W Environmental's U.S. loss projects within the expected time frame and the estimated costs; our ability to successfully partner with third parties to win and execute contracts within our B&W Renewable, B&W Environmental and B&W Thermal segments; 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; 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 of accounting 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 or 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; our ability to successfully consummate strategic alternatives for non-core assets, if we determine to pursue them; and the other factors specified and set forth under "Risk Factors" in our periodic reports filed with the Securities and Exchange Commission, including, without limitation, the risks described in the Company's Annual Report on Form 10-K for the year ended December 31, 2020 and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020, June 30, 2020 and September 30, 2020 under the captions "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" (as applicable). These factors should be considered carefully, and B&W Enterprises cautions not to place undue reliance on these forward-looking statements, which speak only as of the date of this presentation, and undertakes no obligation to update or revise any forward-looking statement, except to the extent required by applicable law. Non-GAAP Financial Measures This presentation contains information regarding our adjusted EBITDA (including calculated on a pro forma basis to show the effect of certain changes in our operations and strategic focus going forward) and adjusted gross profit, which are non GAAP financial measures. Adjusted EBITDA on a consolidated basis is defined as the sum of the adjusted EBITDA for each of the segments, plus allocations to corporate and research and development costs. At a segment level, adjusted EBITDA is consistent with the way our chief operating decision maker reviews the results of operations and makes strategic decisions about the business and is calculated as earnings before interest, tax, depreciation and amortization adjusted for 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 the U.S. Revolving Credit Facility and other costs that may not be directly controllable by segment management and are not allocated to the segment. We present consolidated Adjusted EBITDA because we believe it is useful to investors to help facilitate comparisons of our ongoing, operating performance before corporate overhead and other expenses not attributable to the operating performance of our revenue generating segments. In this presentation, we also present certain targets for our adjusted EBITDA in the future; these targets are not intended as guidance regarding how we believe the business will perform. We are unable to reconcile these targets to their GAAP counterparts without unreasonable effort and expense due to the aspirational nature of these targets. This presentation also presents adjusted gross profit. We believe that adjusted gross profit by segment is useful to investors to help facilitate comparisons of the ongoing, operating performance by excluding expenses related to, among other things, activities related to the spin off, activities related to various restructuring activities we have undertaken, corporate overhead (such as SG&A expenses and research and development costs) and certain non-cash expenses such as intangible amortization and goodwill impairments. Safe Harbor Statement

 

B A B C O C K & W I L C O X E N T E R P R I S E S , I N C .© 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. 3 Executive Summary B&W's transformation is gaining momentum, with new branding and a global expansion underway to pursue more than $5 billion in identified project opportunities in high-growth markets over the next three years. B&W is pursuing a further expansion of its clean energy portfolio through innovation and acquisition. B&W is executing a robust growth strategy after: • Recovering from losses related to several expanded-scope projects, returning to its core technology and delivery model • Implementing $127 million in cost savings initiatives, with another $11 million identified, and • Closing common stock and senior notes offerings to paydown debt and support clean energy growth initiatives Babcock & Wilcox has provided high-quality, innovative renewable, environmental and thermal technologies for critical power generation and industrial applications for more than 150 years. Disclaimer: B&W Enterprises cautions not to place undue reliance on any forward-looking statements, which speak only as of the date of this presentation and may be impacted by the risks described in our SEC reports including, without limitation, the impact of COVID-19 on us and the capital markets and global economic climate generally. We undertake no obligation to update or revise any forward-looking statement, except to the extent required by applicable law. Advancing energy and environmental solutions that bring power and progress to our world Strong Global Brand After achieving approximately $45 million in adjusted EBITDA in 2020, B&W is targeting1: • 2021 adjusted EBITDA of $70-$80 million • 2022 adjusted EBITDA of $95-$105 million Recent debt paydowns and reduced required pension contributions are expected to save more than $40 million annually in interest and pension funding cash expenses on a pro forma basis. Executing a Transformation Positioned for Growth Building Toward the Future (1) The most comparable GAAP target information is not available without unreasonable effort

 

B A B C O C K & W I L C O X E N T E R P R I S E S , I N C .© 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. 4 The next generation Babcock & Wilcox is providing innovative environmental and renewable solutions, generating recurring revenues from a broad thermal installed base and expanding globally Next Generation B&W Global Brand Equity A Circular Economy For our economy and future generations, we continually develop ecologically sound ways of recycling resources, like biomass and waste, to create clean, renewable baseload power while reducing greenhouse gas emissions. The Clear Choice for Our Climate As an industry leader in providing advanced air emissions control and energy recovery equipment and technologies, our engineered solutions are designed to reduce the environmental impact of industrial processes. Efficient. Safe. Reliable. From the initial patent for the water-tube safety boiler to the world’s first supercritical boiler to technologies using the latest advanced steam cycles, our robust thermal energy designs deliver availability and long-term operation. B&W FOUNDATION DRIVES GROWTH STRATEGY Research & Innovation Vast Installed Base Advanced Technologies High-Growth End Markets

 

B A B C O C K & W I L C O X E N T E R P R I S E S , I N C .© 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. 5 Waste-to-energy and biomass-to-energy baseload power, chemical recovery boilers for pulp & paper, multi-fuel technology, Dynagrate® and vibrating combustion grates Technologies for Renewable Power & Resource Recovery Emissions controls, ash handling systems for bottom and fly ash, submerged grind conveyors, wet, dry and hybrid cooling systems, carbon capture Technologies for a Clean Environment Boilers, ancillary equipment and global aftermarket parts, service and upgrade offerings to effectively utilize a wide range of fuels for power or industrial applications Technologies for Efficient Steam Generation Delivering value to our customers through technology-driven products and services, with 1200 active patents worldwide Continual product improvement and research and development to support future needs, including carbon capture What We Do ENVIRONMENTAL THERMAL RENEWABLE

 

B A B C O C K & W I L C O X E N T E R P R I S E S , I N C .© 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. 6 A vast global installation of B&W’s core technologies at utility and industrial plants, renewable plants and pulp & paper facilities create a large growth opportunity for parts, services and retrofits Installed & Proven Technologies Nearly 2,000 cooling system units (7,000+ cells) across the globe ~110 GW of baseload power generation capacity through ~330 operating fossil fuel boiler units in the U.S. ~180 operating utility and industrial boiler units across 38 countries outside of North America (excluding waste-to-energy and biomass) More than 500 waste-to-energy and biomass-to-energy units at more than 300 facilities in more than 30 countries, serving a wide range of utility, waste management, municipality and investment firm customers Key patented ADIOX® and MERCOX™ flue gas environmental technology installed in more than 120 plants Combined installed capacity of our WtE technology is more than 48 million tons of waste per year and more than 5 GW of electricity from our BtE technology More than 5,000 industrial water-tube package boilers installed in a variety of facilities, including refining, petro- chemical, food processing, metals and mining composite and carbon fiber, carbon black and wood products Large installed base of wet and dry scrubbers to meet environmental regulations and technologies to improve ESP performance at a wide range of utility and industrial installations ~90 pulp and paper recovery boiler units in North America; at nearly 50%, the largest installed base among OEMs

 

B A B C O C K & W I L C O X E N T E R P R I S E S , I N C .© 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. 7 Company Profile Babcock & Wilcox is a global leader in advanced environmental, renewable and thermal technologies and services for power and industrial applications. B&W Renewable Power Generation 50% Industrial 50% Aftermarket & Upgrades 24% Parts & Services 72% North America 40% Europe 49% Asia & Other 11% New Build 4% Industrial 38% Power Generation 62% Aftermarket & Upgrades 31% Parts & Services 56% North America 61% Europe 20% New Build 13% Asia & Other 19% Headquarters: Akron OH, USA Founded: 1867 Ownership: Public (NYSE:BW) 2020 Revenue: $566M Employees: ~2,100 Corporate Snapshot 28% Note: All charts based on Full Year December 31, 2020 revenues, unless otherwise noted 19% 53% Consolidated B&W Thermal Industrial 29% Power Generation 71% Aftermarket & Upgrades 37% Parts & Services 52% North America 79% Europe 2% Asia & Other 19% New Build 11% B&W Environmental Industrial 48% Power Generation 52% Aftermarket & Upgrades 26% Parts & Services 41% North America 38% Europe 28% New Build 33% Asia & Other 34%

 

B A B C O C K & W I L C O X E N T E R P R I S E S , I N C .© 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. 8 Global Expansion Europe More than $7B 2021-2023 Addressable Market Americas More than $8B 2021-2023 Addressable Market Middle East & Africa More than $4B 2021-2023 Addressable Market Asia-Pacific More than $8B 2021-2023 Addressable Market Manufacturing Service Facilities Construction Sales/Support Future Sales/Support Sales Reps Future Sales Reps Future Service Facilities Americas APAC Europe ME/A $389 $294 $25 $307 $ M IL LI O N S Americas APAC Europe ME/A $398 $491 $803 $203 $ M IL LI O N S Americas APAC Europe ME/A $1197 $382 $3 $533 $ M IL LI O N S B&W RENEWABLE B&W ENVIRONMENTAL B&W THERMAL 3- Ye ar P ip el in e 30-40% 20-25% 35-45% Global footprint and ongoing expansion positions B&W to leverage market trends around the world Disclaimer: B&W Enterprises cautions not to place undue reliance on any forward-looking statements, which speak only as of the date of this presentation and may be impacted by the risks described in our SEC reports including, without limitation, the impact of COVID-19 on us and the capital markets and global economic climate generally. We undertake no obligation to update or revise any forward-looking statement, except to the extent required by applicable law. Total pipeline more than $5B over the next 3 years excluding parts & services Target Revenue Split 2023

 

B A B C O C K & W I L C O X E N T E R P R I S E S , I N C .© 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. 9 B&W is actively deploying technology today which curbs the global warming impact of methane B&W’s Waste-to-Energy Technology Reduces Methane Emissions  Methane has 84 times the Global Warming Potential (GWP) of CO2i  Annual additions to landfills in the U.S.ii produce emissions equivalent to 10 million cars  Landfills in the U.S.iii emit more than 330 million tons of 20-year basis GWP each year, roughly equal to 70 million carsiv  Waste-to-Energy (WTE) avoids landfilling while producing baseload clean energy WTE Technologies  Boiler/steam generation island DynaGrate® combustion grate  Fuel handling systems  Emissions control equipment  B&W’s state-of-the-art technology has been installed in more than 500 units in more than 30 countries, including: • The most recent WTE facility in the U.S. (Palm Beach Renewable Energy Facility, Florida) • One of the world’s largest waste treatment facilities in the world (Shenzhen East, China) i Anthropogenic and Natural Radiative Forcing. In: Climate Change 2013: The Physical Science Basis. Contribution of Working Group I to the Fifth Assessment Report of the Intergovernmental Panel on Climate Change [Stocker, T.F., D. Qin, G.-K. Plattner, M. Tignor, S.K. Allen, J. Boschung, A. Nauels, Y. Xia, V. Bex and P.M. Midgley (eds.)]. Cambridge University Press, Cambridge, United Kingdom and New York, NY, USA. https://www.ipcc.ch/site/assets/uploads/2018/02/WG1AR5_Chapter08_FINAL.pdf; 20-year basis ii EIA Biomass Explained: Waste-to-energy (Municipal Solid Waste), November 29, 2020 https://www.eia.gov/energyexplained/biomass/waste-to-energy.php iii EPA Landfill Methane Outreach Program: Project and Landfill Data by State; https://www.epa.gov/lmop/project-and-landfill-data-state#:~:text=The%20LMOP%20Landfill%20and%20Landfill,more%20than%202%2C600%20MSW%20landfills and EPA U.S. Greenhouse Gas Inventory 2020, Chapter 7: Waste, Section 7.1 Landfills (CRF Source Category 5A1) iv Equivalent car emissions calculated using EPA metric of 4.6 metric tons of CO2 per year per passenger car

 

B A B C O C K & W I L C O X E N T E R P R I S E S , I N C .© 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. 10  B&W is at the forefront of developing CO2 capturing technologies  Multiple technologies ready for commercial demonstration  93 active patents related to carbon capture technology  Positioned to provide critical solutions to meet global climate goals B&W’s Carbon Capture Technologies are Ready for Commercial Demonstration Oxy-Fuel Combustion RSAT™ Post-Combustion Chemical Looping B&W has successfully tested three carbon capture technologies applicable to a wide range of fuels and processes  Natural gas  Solid fuels (biomass, coal)FUELS:  Any combustion  Gasification  Coal  Pet coke  Pilot-scale testing complete (30 MWth)  168 MWe full- scale design ready  Jointly developed with The Ohio State University  Pilot testing complete on both syngas and coal at 250 kWth input  Ready for scale-up to 4 x 2.5 MWe  Post-combustion amine-based solvent process  Pilot testing complete  First solvent demonstrated at National Carbon Capture Center (NCCC) Southern Company’s Plant Gaston  Reference plant design ready CDCL 250 kWth  Industrial process that produces a flue gas stream with CO2 FUELS: FUELS:  Natural gas  Any syngas

 

B A B C O C K & W I L C O X E N T E R P R I S E S , I N C .© 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. 11 Financial Information

 

B A B C O C K & W I L C O X E N T E R P R I S E S , I N C .© 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. 12 *COVID-19 adversely impacted all segments in 2020; strategic actions in 2019 and 2020 provide the foundation for a strong 2021 and beyond Consolidated Financial Summary Note: 2020 results include the recognition in Q3 2020 of a $26.0 million loss recovery settlement related to certain historical EPC loss contracts; figures may not be clerically accurate due to rounding; see SEC financial filings and/or slides in Appendix for reconciliation of non-GAAP measures; COVID-19 adversely impacted all segments in 2020; during the year ended December 31, 2020, we redefined our definition of adjusted EBITDA to eliminate the effects of certain items including loss from a non-strategic business, interest on letters of credit included in cost of operations and loss on business held for sale. Consequently, adjusted EBITDA in prior periods have been revised to conform with the revised definition and present separate reconciling items in our reconciliation. ($ in Millions) Twelve Months Ended December 31, 2020* Twelve Months Ended December 31, 2019 Revenue $ 566.3 $ 859.1 Adjusted Gross Profit $ 173.6 $ 169.5 Adjusted Gross Profit Margin % 30.7% 19.7% Operating Income (Loss) $ (1.7) $ (29.4) Adjusted EBITDA $ 45.1 $ 45.0 Adjusted EBITDA Margin % 8.0% 5.2%

 

B A B C O C K & W I L C O X E N T E R P R I S E S , I N C .© 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. 13 Pro Forma Capital Structure Note: Figures may not be clerically accurate due to rounding. (1) Includes impact of $172.5M common stock offering net of underwriting discounts and commissions, but before expenses. (2) Includes impact of $125M Senior Notes offering net of underwriting discounts and commissions, but before expenses, and $35M of Term Loans exchanged for Senior Notes (3) Includes impact of repayment of existing Revolving Credit Facility pro forma for 12/31/2020 repayment. Full repayment on 2/16 was $167.1M. (4) Includes $75.0M pay-down of Term Loans as a reduction to Total Debt and $28.3M of required bank fees, including deferred fees and interest and amendment fees payable in association with credit agreement amendment #2 and #3, and estimated advisory fees (5) Interest rate prior to credit agreement amendment #3 was 7.46% (Base + LIBOR). Facility matures June 30, 2022. Interest payments deferred from 5/14/2020 to 8/31/2020; payable in 6 monthly installments starting end of January 2021. January 2021 was paid on monthly basis and February through June 2021 was paid in association with credit agreement amendment #3. (6) Former Interest rate 12.00%, no PIK. Matures December 30, 2022. Interest from 5/14/2020 to 12/31/2020 payable in BW shares using 15-Day VWAP ($2.2774/share) following closing. Post closing of public offerings interest rate reduced to 6.625%. (7) See SEC financial filings and/or slides in Appendix for reconciliation of non-GAAP measures. Full year 2020 results include the recognition in the third quarter of a $26.0 million loss recovery settlement related to certain historical EPC loss contracts, as previously disclosed. Adjusted EBITDA for Full Year 2020 excludes losses related to a non-strategic business that was previously included in Adjusted EBITDA and totals $2.6 million. (8) Targeted range for Adjusted EBITDA in 2021 previously disclosed by BW management; the most comparable GAAP target information is not available without unreasonable effort. (9) Net Debt compared to Full Year 12/31/2020 Adjusted EBITDA (10) Net Debt compared to 2021 Target Adjusted EBITDA Range ($ in Millions) As of Dec 31, 2020 Common Stock Offering (1) Senior Notes Offering (2) Revolving Credit Facility Pay-down (3) Tranche A Pay-down and Required Bank Fees (4) Pro Forma Total (1)(2)(3)(4) Capitalization: Revolving Credit Facility - Funded (5) $164.3 - - ($164.3) - - Last-Out Term Loans (6) 183.3 - (35.0) - (75.0) 73.3 Senior Notes Payable - - 160.0 - - 160.0 Total Debt $347.6 - $125.0 ($164.3) ($75.0) $233.3 Unrestricted Cash 57.3 163.0 119.8 (164.3) (103.3) 72.5 Net Debt $290.3 ($163.0) $5.2 - $28.3 $160.8 Adjusted EBITDA: LTM 12/31/2020 Adjusted EBITDA (7) 45.1 - - - 45.1 2021 Target Adjusted EBITDA Range (8) 70.0 - 80.0 - - - 70.0 - 80.0 Total Debt Leverage: Net Leverage (9) 6.4x - - - 3.6x Target Net Leverage Range (10) 3.6x - 4.1x - - - 2.0x - 2.3x Offerings reduced secured debt by $274 million and reduced future cash interest payments by approximately $16 million annually; combined with a reduction in required pension contributions, B&W expects savings of more than $40 million annually in cash expenses on a pro-forma basis

 

B A B C O C K & W I L C O X E N T E R P R I S E S , I N C .© 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. 14 Executive Summary B&W's transformation is gaining momentum, with new branding and a global expansion underway to pursue more than $5 billion in identified project opportunities in high-growth markets over the next three years. B&W is pursuing a further expansion of its clean energy portfolio through innovation and acquisition. B&W is executing a robust growth strategy after: • Recovering from losses related to several expanded-scope projects, returning to its core technology and delivery model • Implementing $127 million in cost savings initiatives, with another $11 million identified, and • Closing common stock and senior notes offerings to paydown debt and support clean energy growth initiatives Babcock & Wilcox has provided high-quality, innovative renewable, environmental and thermal technologies for critical power generation and industrial applications for more than 150 years. Disclaimer: B&W Enterprises cautions not to place undue reliance on any forward-looking statements, which speak only as of the date of this presentation and may be impacted by the risks described in our SEC reports including, without limitation, the impact of COVID-19 on us and the capital markets and global economic climate generally. We undertake no obligation to update or revise any forward-looking statement, except to the extent required by applicable law. Advancing energy and environmental solutions that bring power and progress to our world Strong Global Brand After achieving approximately $45 million in adjusted EBITDA in 2020, B&W is targeting1: • 2021 adjusted EBITDA of $70-$80 million • 2022 adjusted EBITDA of $95-$105 million Recent debt paydowns and reduced required pension contributions are expected to save more than $40 million annually in interest and pension funding cash expenses on a pro forma basis. Executing a Transformation Positioned for Growth Building Toward the Future (1) The most comparable GAAP target information is not available without unreasonable effort

 

B A B C O C K & W I L C O X E N T E R P R I S E S , I N C .© 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. 15 Appendix

 

B A B C O C K & W I L C O X E N T E R P R I S E S , I N C .© 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. 16 Kenny Young Chairman & Chief Executive Officer Leadership Team John Dziewisz General Counsel Jimmy Morgan Chief Operating Officer Lou Salamone Chief Financial Officer Jacqueline Opal Human Resources Megan Wilson Corporate Development & Investor Relations

 

B A B C O C K & W I L C O X E N T E R P R I S E S , I N C .© 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. 17 B&W is positioned to capitalize on global trends driving the need for environmental and renewable solutions Key Market Drivers & Opportunities Potential for carbon legislation benefits emergent carbon-capture technologies Water scarcity and regulations drive need for custom cooling solutions An aging utility boiler installed base drives stable aftermarket in the U.S. while growth in international power generation continues New EU regulations require higher emissions standards Increasing global regulatory restrictions on landfilling benefit waste-to-energy Global drive toward renewable and reusable energy sources

 

B A B C O C K & W I L C O X E N T E R P R I S E S , I N C .© 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. 18 Core growth strategies focused on driving innovative environmental and renewable technologies, growing aftermarket sales by leveraging the installed base, and expanding internationally in key regions Key Growth Strategies Leverage a vast installed base and stable U.S. market to drive aftermarket parts and service sales and generate strong cash flow Provide best-in-class environmental technologies to customers across a broad array of markets to meet growing environmental regulations Meet the global need for carbon reduction with patented renewable waste-to-energy & biomass and carbon-capture solutions Grow by expanding sales, service and business development teams in key international regions to serve the broad renewable, environmental and thermal markets

 

B A B C O C K & W I L C O X E N T E R P R I S E S , I N C .© 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. 19  Focus on core products and services for environmental, renewable and thermal markets  Increase emphasis on retrofit and aftermarket services  Focus on quality, high margin projects rather than revenues  Leverage a vast installed base and robust pipeline  Return the renewable business to its historically profitable business model, providing core technologies and services, with no EPC scope  Expand sales, service and business development teams internationally ACTION ACHIEVED ONGOING November 2018 New Senior Management Team led by Kenny Young  April 2019 Settlement Negotiated for Remaining Loss Contracts; Additional Financing Obtained  May 2019 EPC Loss Contracts Turned Over to Customers (5 of 6 Turned Over; Turnover Not Applicable for Last Project Under Settlement Terms)  June 2019 Sale of Non-Strategic Asset (Loibl)  July 2019 Deleveraging Event: Rights Offering  July 2019 Deleveraging Event: Debt Conversion  May 2020 Extended Credit Facility for Two Years with Further Reductions Through End of 2020  August 2020 Strategic Organizational and Global Branding Initiative Launched   August 2020 Board Transition to Align with Market-Focused Initiatives Complete  February 2021 Deleveraging Event: Common Stock and Senior Notes Public Offerings  Ongoing Implementation of ~$127M in Cost Reductions Complete; Further $11 million identified   Ongoing Pursuing Recoveries From Historical EPC Loss Projects; $9.1M Insurance Proceeds Received in Q3 2019; $26M Insurance Loss Recovery Recognized in Q3 2020, Proceeds Received October 2020; Pursuing Further Recoveries from Subcontractors  Ongoing Expanding Sales, Service and Business Development Teams Globally  Ongoing Preparing for 2022 Credit Facility Refinance and Targeting 2021 adjusted EBITDA of $70- $80 million, 2022 adjusted EBITDA of $95-$105 million  Ongoing Transformation Key strategic actions have returned the company to positive performance and positioned it for growth Focus on Strengths Financial Credibility & Profitability (1) Targets based on current visibility regarding COVID-19 impacts; it is not possible to fully predict the impacts of COVID-19

 

B A B C O C K & W I L C O X E N T E R P R I S E S , I N C .© 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. 20 Key End Markets Product andService Overview Waste-to-Energy Biomass Pulp & Paper Waste-to-energy and biomass technologies, aftermarket equipment upgrades, parts and service Power Oil and Gas Pulp & Paper General Industry Air emissions control and ash handling systems, cooling and energy recovery, aftermarket equipment upgrades, parts and service Power Oil and Gas General Industry Utility steam generation equipment, industrial boilers, boiler cleaning, aftermarket equipment upgrades, parts and service Financial Reporting Segments Note: Financial performance reported under new segments starting with Q3 2020 results; segment results for prior periods have been restated for comparative purposes.

 

B A B C O C K & W I L C O X E N T E R P R I S E S , I N C .© 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. 21 Notes: (1) In March 2019, we entered into a settlement in connection with an additional B&W Renewable waste-to-energy EPC contract, for which notice to proceed was not given and the contract was not started. The settlement eliminated our obligations to act, and our risk related to acting, as the prime EPC should the project have moved forward. (2) During the year ended December 31, 2020, we redefined our definition of adjusted EBITDA to eliminate the effects of certain items including loss from a non-strategic business, interest on letters of credit included in cost of operations and loss on business held for sale. Consequently, adjusted EBITDA in prior periods have been revised to conform with the revised definition and present separate reconciling items in our reconciliation. (3) Adjusted EBITDA for the twelve months ended December 31, 2020, include the recognition of a $26.0 million loss recovery settlement related to certain historical EPC loss contracts in the third quarter, as previously disclosed. (4) Figures may not be clerically accurate due to rounding. Adjusted EBITDA Reconciliation $ in Millions Twelve months ended December 31, 2020 2019 Adjusted EBITDA 45.1 45.0 Restructuring activities (11.8) (11.7) Financial advisory services (4.4) (9.1) Settlement cost to exit Vølund contract (1) — (6.6) Advisory fees for settlement costs and liquidity planning (6.4) (11.8) Litigation fees and settlement (2.1) (0.5) Loss on business held for sale (0.5) (5.9) Stock compensation (4.6) (3.4) Interest on letters of credit included in cost of operations (0.9) (0.4) Depreciation & amortization (16.8) (23.6) Loss from a non-strategic business (2.6) (5.5) Gain on asset disposals, net 3.3 3.9 Operating income (loss) (1.7) (29.4) Interest expense, net (59.2) (94.0) Loss on debt extinguishment (6.2) (4.0) Loss on sale of business (0.1) (3.6) Net pension benefit before MTM 28.8 14.0 MTM (loss) gain from benefit plans (23.2) 8.8 Foreign exchange 58.8 (16.6) Other – net (1.1) 0.3 Income (loss) before income tax expense $ (3.9) $ (124.4) Income tax expense 8.2 5.3 Income (loss) from continuing operations (12.1) (129.7) Income from discontinued operations, net of tax 1.8 0.7 Net income (loss) (10.3) (129.0) Net (income) loss attributable to non-controlling interest — 7.1 Net income (loss) attributable to stockholders $ (10.3) $ (122.0) (2)(3) (4)

 

B A B C O C K & W I L C O X E N T E R P R I S E S , I N C .© 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. 22 Notes: (1) Intangible amortization is not allocated to the segments' adjusted gross profit, but depreciation is allocated to the segments' adjusted gross profit. (2) Adjusted gross profit for the years ended December 31, 2020 and December 31, 2019, excludes losses related to a non-strategic business that was previously included in Adjusted gross profit within the B&W Environmental segment and totals $2.6 million and $5.5 million. (3) Adjusted gross profit for the twelve months ended December 31, 2020 includes the recognition of a $26.0 million loss recovery settlement related to certain historical EPC loss contracts in the third quarter, as previously disclosed. (4) Figures may not be clerically accurate due to rounding. Gross Profit Reconciliation $ in Millions Twelve months ended December 31, 2020 2019 Adjusted gross profit (1) Operating income (loss) $ (1.7) $ (29.4) Selling, general and administrative ("SG&A") expenses 141.4 150.6 Advisory fees and settlement costs 12.9 27.9 Intangible amortization expense 5.5 4.3 Restructuring activities 11.8 11.7 Research and development costs 4.4 2.9 Loss from a non-strategic business 2.6 5.5 Gain on asset disposals, net (3.3) (3.9) Adjusted gross profit $ 173.6 $ 169.5 (4) (2)(3)

 

B A B C O C K & W I L C O X E N T E R P R I S E S , I N C .© 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. 23 Key Technologies

 

B A B C O C K & W I L C O X E N T E R P R I S E S , I N C .© 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. 24 A ft er m ar ke t N ew B ui ld Note: Gas-fired package boilers are used in coal-fired and renewable plants for start-up or auxiliary power Products & Services Across Our Brands Providing “life of the plant” product and service applications across a broad array of power generation and industrial markets Combustion Grates Steam Generation Technologies Construction Natural Gas-fired Package Boilers Emissions Control Solutions Cooling Systems Boiler Auxiliaries Ash and Material Handling Retrofits/Upgrades Parts Inspections Field Service Operations & Maintenance Construction

 

B A B C O C K & W I L C O X E N T E R P R I S E S , I N C .© 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. 25 Reduces dependency on landfills and reduces methane gas emissions Fuels: MSW, RDF Waste-to-Energy Boilers Single-drum, industry-standard unit for improved mill operation Fuels: Black liquor Process Recovery Boilers High pressure, high efficiency, high capacity, low emissions Fuel: Coal, oil, natural gas, multi-fuel Utility Boilers Bottom- or top-supported, shop- or field-assembled Fuel: Natural gas, oil, CO, waste heat and gases Natural Gas-Fired and Other Industrial Water-Tube Boilers Carbon-neutral technology Fuels: Wood, wood waste, straw, sludge Biomass-Fired Boilers Key Technologies: Steam Generation Technologies

 

B A B C O C K & W I L C O X E N T E R P R I S E S , I N C .© 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. 26  Large installed base with diverse set of customers  Grate design allows for high availability and long operational time, leading to reduced O&M cost  High thermal efficiency and low emissions  Fuel flexibility  Factory assembled modules reduce field construction A Market Leader with Differentiating Technology in Waste-to-Energy Solutions DynaGrate® Pivoting Combustion Grate Key Technologies: Renewable Combustion Grates

 

B A B C O C K & W I L C O X E N T E R P R I S E S , I N C .© 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. 27 Emission Technology Solution Particulate Control  Pulse Jet Fabric Filters (PJFF) / Baghouses  Wet and Dry Electrostatic Precipitators (ESPs)  Wet Particulate Scrubbers  Multiclone® Dust Collectors  Selective Catalytic and Non-catalytic Reduction (SCR/SNCR)  Low NOX Burners and Combustion Systems NOx Control  Wet or Seawater Flue Gas Desulfurization (FGD) Systems  Semi-dry FGDs (Spray Dry Absorbers, Circulating Dry Scrubbers)  Wet ESPs  Dry Sorbent Injection (DSI) SO2 / Acid Gas Control  Wet ESPs  Dry Sorbent Injection (DSI) SO3 / Acid Mist Control  Powdered Activated Carbon Injection  Absorption Plus™, MercPlus™, Mitagent™ Additives Mercury, Dioxins, Furans  Wastewater Evaporation System (WES) via Spray Drying  Air-Cooled Condensers Wastewater Elimination Key Technologies: Emissions Controls

 

B A B C O C K & W I L C O X E N T E R P R I S E S , I N C .© 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. 28 Key Technologies: Steam Generation & Environmental Solutions Across a Utility Plant Steam Generator Technology  Pulverizers  Furnace  Burners and ignitors  Sootblowers  Pressure parts  Air heaters and air heating cleaning systems  Bottom ash handling systems B&W provides a comprehensive array of proprietary technology and experience to utility power generation customers Environmental Solutions  Particulate control  Nitrogen oxides (NOx) removal  Sulfur removal  Mercury, dioxin and furan removal  Fly ash handling systems  Wastewater elimination Dry Scrubbing Technologies Particulate Control Technologies Particulate Control Technologies Fly Ash Handling Wet Scrubbing Technologies Fly Ash Handling Bottom Ash Handling Boiler Auxiliary Components: Fans, Air Heaters, etc. Boiler Pressure Parts Boiler Cleaning Equipment Burners Pulverizers SCR NOx Control Technologies

 

B A B C O C K & W I L C O X E N T E R P R I S E S , I N C .© 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. 29 Key Technologies:  Proven, proprietary DynaGrate® combustion grate offers high reliability, maximizing waste throughput and MW output  Advanced NextBAT® technology provides a thermal efficiency of 99% and 95-99% clean flue gas  NextBAT® meets the EU BREF(1) requirements (1) Best Available Technologies (BAT) Reference Document Steam Generation, Combustion Grates & Flue Gas Treatment Across a Waste-to-Energy Plant Water-cooled DynaGrate® Combustion chamber with Inconel® cladded walls VoluMix™ zone in 1st pass Inconel® cladded 1st and 2nd boiler pass Baghouse filter Conditioning tower On-line Boiler Washing System™ CUTNOX® in combination with SNCR

 

B A B C O C K & W I L C O X E N T E R P R I S E S , I N C .© 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. 30 An innovative solution to eliminate ash ponds Key Technologies: Submerged Grind Conveyor Ash Handling Designed to meet current and future U.S. regulatory requirements for ash handling with:  Lower equipment cost  Lower installation cost • Utilize existing hoppers and gate valves • No modification to hopper  Short outage required  Short lead time  Available redundancy under the boiler  Lower O&M costs

 

B A B C O C K & W I L C O X E N T E R P R I S E S , I N C .© 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. 31 Carbon Capture Technology for the 1000 GW of Global Coal Installed Base Oxy-Fired Combustion  Oxy-coal combustion technology  “Near-zero” emissions  30 MW demonstration complete  Full-scale design ready RSAT TM(Regenerable Solvent Absorption Technology)  Post-combustion technology  Patented amine-based solvent process  Pilot commissioning complete  Installed base retrofit application Key Technologies: Clean Coal Solutions Ready for Deployment

 

B A B C O C K & W I L C O X E N T E R P R I S E S , I N C .© 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. 32 Potential extension beyond power generation Process can be modified to convert carbon-based fuels—coal, biomass and natural gas—to electricity, syngas, chemicals, liquid fuels or hydrogen Key Technologies: Chemical Looping Combustion (CLC) in Development  Advanced process for clean power generation and CO2 capture  A flameless, oxy-combustion process using oxidation- reduction reactions to process fuel and produce energy for power generation  Produces a concentrated CO2 stream that can be captured, cleaned and compressed for use or permanent storage  Lower cost, higher efficiency  Working in collaboration with The Ohio State University CDCL 250 kWth

 

B A B C O C K & W I L C O X E N T E R P R I S E S , I N C .© 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. 33 Specialized services to maximize plant performance and minimize costs and maintenance Optimization Services Water preservation technology customized for high-performance, long-life, low noise, corrosion-resistant applications Air-Cooled Condensers Cost-effective designs using embedded or wrapped tubes to meet required thermal, mechanical, noise and space requirements Air Fin Coolers Counterflow for cost-effective thermal performance; crossflow for low energy consumption and operating costs Mechanical Draft Fanless design provides low power, noise and maintenance, as well as long operating lifecycle Natural Draft/Hyperbolic WET MATERIAL OPTIONS: WOOD | CONCRETE | FIBER-REINFORCED POLYMER (FRP) Key Technologies: Cooling Systems DRY

 

B A B C O C K & W I L C O X E N T E R P R I S E S , I N C .© 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. 34 Key Technologies: Global Parts & Service Upgrades & Retrofits Replacement Parts Optimization Systems Engineering Services Adding value through constructability: Safe execution of new installation, retrofits, system maintenance/repair, plant modifications Construction Evaluating options for improved performance: Expert people, tools and processes to measure, model, design, deliver, train and project manage Enhancing efficiency with proven technology: Diagnostic, monitoring, tuning and control systems for combustion, cleaning and cooling equipment Supplying components for system reliability: High-quality standard or custom-engineered pressure and non-pressure parts Maintaining/improving plant operation: Projects for extending the life of power, process and environmental equipment

 

B A B C O C K & W I L C O X E N T E R P R I S E S , I N C .© 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. 35  B&W will market Eos’ battery storage solutions globally  B&W is exclusive preferred installer in U.S. and Canada  Eos Znyth® zinc battery technology is: • Scalable • Modular • Low Cost • Durable  Applications • Industrial • Commercial • Power Utilities October 2020 partnership with Eos Energy Storage, LLC to sell and service Eos’ innovative, patented Eos Znyth® zinc battery solution for industrial and utility-scale energy storage adds a new clean energy technology capability to B&W’s range of renewable energy solutions. Key Technologies: Eos Energy Storage Innovative Battery Storage System Solution • High Energy Efficiency • Safe • Non-flammable • Flexible

 

B A B C O C K & W I L C O X E N T E R P R I S E S , I N C .© 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. 36