CONSOLIDATED STATEMENT OF OPERA
CONSOLIDATED STATEMENT OF OPERATIONS (USD $) | |||
In Thousands, except Per Share data | 12 Months Ended
Dec. 31, 2009 | 12 Months Ended
Dec. 26, 2008 | 12 Months Ended
Dec. 28, 2007 |
Operating revenues | $5,056,334 | $6,854,290 | $5,107,243 |
Cost of operating revenues | 4,297,687 | 5,958,644 | 4,362,922 |
Contract profit | 758,647 | 895,646 | 744,321 |
Selling, general and administrative expenses | 294,907 | 283,883 | 246,237 |
Other income, net | (52,263) | (53,001) | (61,410) |
Other deductions, net | 30,931 | 54,382 | 45,540 |
Interest income | (10,535) | (44,743) | (35,627) |
Interest expense | 14,122 | 17,621 | 19,855 |
Net asbestos-related provision/(gain) | 26,365 | 6,607 | (6,145) |
Income before income taxes | 455,120 | 630,897 | 535,871 |
Provision for income taxes | 93,762 | 97,028 | 136,420 |
Net income | 361,358 | 533,869 | 399,451 |
Net income attributable to noncontrolling Interests | 11,202 | 7,249 | 5,577 |
Net income attributable to Foster Wheeler AG | $350,156 | $526,620 | $393,874 |
Earnings per share (see Note 1): | |||
Basic | 2.77 | 3.73 | 2.78 |
Diluted | 2.75 | 3.68 | 2.72 |
CONSOLIDATED BALANCE SHEET
CONSOLIDATED BALANCE SHEET (USD $) | ||
In Thousands | Dec. 31, 2009
| Dec. 26, 2008
|
Current Assets: | ||
Cash and cash equivalents | $997,158 | $773,163 |
Short-term investments | 0 | 2,448 |
Trade accounts and notes receivable, net | 526,525 | 608,994 |
Other accounts and notes receivable, net | 117,718 | 95,633 |
Contracts in process | 219,774 | 241,135 |
Prepaid, deferred and refundable income taxes | 46,478 | 31,667 |
Other current assets | 33,902 | 37,146 |
Total current assets | 1,941,555 | 1,790,186 |
Land, buildings and equipment, net | 398,132 | 383,209 |
Restricted cash | 34,905 | 22,737 |
Notes and accounts receivable - long-term | 1,571 | 1,788 |
Investments in and advances to unconsolidated affiliates | 228,030 | 210,776 |
Goodwill | 88,702 | 62,165 |
Other intangible assets, net | 73,029 | 59,874 |
Asbestos-related insurance recovery receivable | 244,265 | 281,540 |
Other assets | 87,781 | 82,223 |
Deferred tax assets | 89,768 | 116,756 |
TOTAL ASSETS | 3,187,738 | 3,011,254 |
Current Liabilities: | ||
Current installments on long-term debt | 36,930 | 24,375 |
Accounts payable | 303,436 | 365,347 |
Accrued expenses | 280,861 | 303,813 |
Billings in excess of costs and estimated earnings on uncompleted contracts | 600,725 | 750,233 |
Income taxes payable | 60,052 | 44,846 |
Total current liabilities | 1,282,004 | 1,488,614 |
Long-term debt | 175,510 | 192,989 |
Deferred tax liabilities | 62,956 | 66,114 |
Pension, postretirement and other employee benefits | 270,269 | 320,959 |
Asbestos-related liability | 352,537 | 355,779 |
Other long-term liabilities | 171,405 | 157,933 |
Commitments and contigencies | ||
TOTAL LIABILITIES | 2,314,681 | 2,582,388 |
Temporary equity: | ||
Non-vested share-based compensation awards subject to redemption | 2,570 | 7,586 |
Equity: | ||
Preferred shares | 0 | 0 |
Common shares | 0 | 1,262 |
Registered shares | 329,402 | 0 |
Paid-in capital | 617,938 | 914,063 |
Retained earnings/(accumulated deficit) | 322,181 | (27,975) |
Accumulated other comprehensive loss | (438,004) | (494,788) |
TOTAL FOSTER WHEELER AG SHAREHOLDERS' EQUITY | 831,517 | 392,562 |
Noncontrolling interests | 38,970 | 28,718 |
TOTAL EQUITY | 870,487 | 421,280 |
TOTAL LIABILITIES, TEMPORARY EQUITY AND EQUITY | $3,187,738 | $3,011,254 |
Consolidated Balance Sheet (Par
Consolidated Balance Sheet (Parenthetical) (USD $) | |||||||||||||||||||
Dec. 31, 2009
| Dec. 26, 2008
| ||||||||||||||||||
Preferred shares: | |||||||||||||||||||
Preferred share par value | $0 | 0.01 | |||||||||||||||||
Preferred shares authorized | 0 | 901,135 | |||||||||||||||||
Preferred shares issued | 0 | 1,079 | |||||||||||||||||
Preferred shares outstanding | 0 | 1,079 | |||||||||||||||||
Common shares: | |||||||||||||||||||
Common share par value | $0 | 0.01 | |||||||||||||||||
Common shares authorized | 0 | 296,007,818 | |||||||||||||||||
Common shares issued | 0 | 126,177,611 | |||||||||||||||||
Common shares outstanding | 0 | 126,177,611 | |||||||||||||||||
Registered shares: | |||||||||||||||||||
Registered share par value | 3 | [1] | 0 | ||||||||||||||||
Registered shares authorized | 190,649,900 | 0 | |||||||||||||||||
Registered shares conditionally authorized | 62,181,928 | 0 | |||||||||||||||||
Registered shares issued | 127,441,943 | 0 | |||||||||||||||||
Registered shares outstanding | 127,441,943 | 0 | |||||||||||||||||
[1]CHF 3.00 Par Value (Swiss Francs) |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (USD $) | ||||
In Thousands, except Share data | 12 Months Ended
Dec. 31, 2009 | 12 Months Ended
Dec. 26, 2008 | 12 Months Ended
Dec. 28, 2007 | Dec. 29, 2006
|
Total Equity, Beginning Balance | $421,280 | $602,814 | $92,650 | |
Cumulative effect of initial adoption of accounting for uncertainty in income taxes | (4,356) | |||
Net income | 361,358 | 533,869 | 399,451 | |
Net income attributable to noncontrolling interest | 11,202 | 7,249 | 5,577 | |
Foreign currency translation | 30,468 | (69,426) | 33,391 | |
Cash flow hedges, net of tax | (1,524) | (8,645) | 1,331 | |
Pension and other postretirement benefits, net of tax | 29,061 | (156,282) | 48,958 | |
Comprehensive income | 419,363 | 299,516 | 483,131 | |
Issuance of registered/common shares upon exercise of share purchase warrants | 2,796 | 414 | 8,448 | |
Issuance of registered/common shares upon exercise of stock options | 1,511 | 2,791 | 18,076 | |
Repurchase and retirement of shares | (28) | (485,589) | ||
Distributions to noncontrolling interests | (2,171) | (9,625) | (5,179) | |
Share-based compensation expense - stock options and restricted awards | 27,797 | 10,909 | 5,350 | |
Excess tax benefit related to share-based compensation | (61) | 50 | 4,694 | |
Total Equity, Ending Balance | 870,487 | 421,280 | 602,814 | 92,650 |
Common shares [Member] | ||||
Total Equity, Beginning Balance | 1,262 | 1,439 | 1,382 | |
Shares, Issued, Beginning Balance | 126,177,611 | 143,877,804 | 138,182,948 | |
Issuance of registered/common shares upon exercise of share purchase warrants | 1 | 18 | ||
Issuance of registered/common shares upon exercise of share purchase warrants, Shares | 2,021 | 88,762 | 1,801,798 | |
Issuance of registered/common shares upon exercise of stock options | 1 | 30 | ||
Issuance of registered/common shares upon exercise of stock options, Shares | 142,038 | 2,976,020 | ||
Issuance of registered/common shares upon vesting of restricted awards | 1 | 1 | 7 | |
Issuance of registered/common shares upon vesting of restricted awards, Shares | 97,535 | 62,486 | 686,818 | |
Repurchase and retirement of shares | (181) | |||
Repurchase and retirement of shares, shares | (1,575) | (18,098,519) | ||
Issuance of registered/common shares upon conversion of preferred shares and cancellation of common shares | (1,263) | 1 | 2 | |
Issuance of registered/common shares upon conversion of preferred shares and cancellation of common shares, Shares | (126,275,592) | 105,040 | 230,220 | |
Total Equity, Ending Balance | 0 | 1,262 | 1,439 | 1,382 |
Shares, Issued, Ending Balance | 0 | 126,177,611 | 143,877,804 | 138,182,948 |
Paid-in Capital [Member] | ||||
Total Equity, Beginning Balance | 914,063 | 1,385,311 | 1,348,800 | |
Issuance of registered/common shares upon exercise of share purchase warrants | 1,085 | 413 | 8,430 | |
Issuance of registered/common shares upon exercise of stock options | 1,322 | 2,790 | 18,046 | |
Issuance of registered/common shares upon vesting of restricted awards | (1,072) | (1) | (7) | |
Repurchase and retirement of shares | (28) | (485,408) | ||
Issuance of registered/common shares upon conversion of preferred shares and cancellation of common shares | (325,168) | (1) | (2) | |
Share-based compensation expense - stock options and restricted awards | 27,797 | 10,909 | 5,350 | |
Excess tax benefit related to share-based compensation | (61) | 50 | 4,694 | |
Total Equity, Ending Balance | 617,938 | 914,063 | 1,385,311 | 1,348,800 |
Accumulated Other Comprehensive Loss [Member] | ||||
Total Equity, Beginning Balance | (494,788) | (261,114) | (343,342) | |
Foreign currency translation | 29,287 | (68,747) | 31,939 | |
Cash flow hedges, net of tax | (1,524) | (8,645) | 1,331 | |
Pension and other postretirement benefits, net of tax | 29,021 | (156,282) | 48,958 | |
Total Equity, Ending Balance | (438,004) | (494,788) | (261,114) | (343,342) |
Noncontrolling Interests [Member] | ||||
Total Equity, Beginning Balance | 28,718 | 31,773 | 29,923 | |
Net income attributable to noncontrolling interest | 11,202 | 7,249 | 5,577 | |
Foreign currency translation | 1,181 | (679) | 1,452 | |
Pension and other postretirement benefits, net of tax | (40) | |||
Comprehensive income attributable to noncontrolling interests | 12,423 | 6,570 | 7,029 | |
Distributions to noncontrolling interests | (2,171) | (9,625) | (5,179) | |
Total Equity, Ending Balance | 38,970 | 28,718 | 31,773 | 29,923 |
Preferred Shares [Member] | ||||
Total Equity, Beginning Balance | 0 | 0 | 0 | |
Shares, Issued, Beginning Balance | 1,079 | 1,887 | 3,658 | |
Issuance of registered/common shares upon conversion of preferred shares and cancellation of common shares, Shares | (1,079) | (808) | (1,771) | |
Total Equity, Ending Balance | 0 | 0 | 0 | 0 |
Shares, Issued, Ending Balance | 0 | 1,079 | 1,887 | 3,658 |
Registered Shares [Member] | ||||
Total Equity, Beginning Balance | 0 | 0 | 0 | |
Shares, Issued, Beginning Balance | 0 | 0 | 0 | |
Issuance of registered/common shares upon exercise of share purchase warrants | 1,711 | |||
Issuance of registered/common shares upon exercise of share purchase warrants, Shares | 594,280 | |||
Issuance of registered/common shares upon exercise of stock options | 189 | |||
Issuance of registered/common shares upon exercise of stock options, Shares | 65,026 | |||
Issuance of registered/common shares upon vesting of restricted awards | 1,071 | |||
Issuance of registered/common shares upon vesting of restricted awards, Shares | 366,723 | |||
Issuance of registered/common shares upon conversion of preferred shares and cancellation of common shares | 326,431 | |||
Issuance of registered/common shares upon conversion of preferred shares and cancellation of common shares, Shares | 126,415,914 | |||
Total Equity, Ending Balance | 329,402 | 0 | 0 | 0 |
Shares, Issued, Ending Balance | 127,441,943 | 0 | 0 | 0 |
Retained Earnings (Accumulated Deficit) [Member] | ||||
Total Equity, Beginning Balance | (27,975) | (554,595) | (944,113) | |
Cumulative effect of initial adoption of accounting for uncertainty in income taxes | (4,356) | |||
Net income | 350,156 | 526,620 | 393,874 | |
Total Equity, Ending Balance | 322,181 | (27,975) | (554,595) | (944,113) |
Total Foster Wheeler AG Shareholders' Equity [Member] | ||||
Total Equity, Beginning Balance | 392,562 | 571,041 | 62,727 | |
Cumulative effect of initial adoption of accounting for uncertainty in income taxes | (4,356) | |||
Net income | 350,156 | 526,620 | 393,874 | |
Foreign currency translation | 29,287 | (68,747) | 31,939 | |
Cash flow hedges, net of tax | (1,524) | (8,645) | 1,331 | |
Pension and other postretirement benefits, net of tax | 29,021 | (156,282) | 48,958 | |
Comprehensive income | 406,940 | 292,946 | 476,102 | |
Issuance of registered/common shares upon exercise of share purchase warrants | 2,796 | 414 | 8,448 | |
Issuance of registered/common shares upon exercise of stock options | 1,511 | 2,791 | 18,076 | |
Repurchase and retirement of shares | (28) | (485,589) | ||
Share-based compensation expense - stock options and restricted awards | 27,797 | 10,909 | 5,350 | |
Excess tax benefit related to share-based compensation | (61) | 50 | 4,694 | |
Total Equity, Ending Balance | $831,517 | $392,562 | $571,041 | $62,727 |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS (USD $) | |||
In Thousands | 12 Months Ended
Dec. 31, 2009 | 12 Months Ended
Dec. 26, 2008 | 12 Months Ended
Dec. 28, 2007 |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net income | $361,358 | $533,869 | $399,451 |
Adjustments to reconcile net income to cash flows from operating activities: | |||
Depreciation and amortization | 45,759 | 44,798 | 41,691 |
Net asbestos-related provision | 27,615 | 42,727 | 7,374 |
Share-based compensation expense - stock options and restricted awards | 22,781 | 15,766 | 7,095 |
Excess tax shortfall/( benefit) related to share-based compensation, operating activities | 61 | (50) | (4,694) |
Deferred income taxes/(tax credits) | 19,681 | (22,883) | 18,651 |
Loss/(gain) on sale of assets | 822 | 1,107 | (7,657) |
Equity in the net earnings of partially-owned affiliates, net of dividends | (8,429) | (10,352) | (18,897) |
Other noncash items | (9,909) | (2,302) | (669) |
Changes in assets and liabilities: | |||
Decrease/(increase) in receivables | 111,558 | (105,591) | (83,930) |
Net change in contracts in process and billings in excess of costs and estimated earnings on uncompleted contracts | (133,058) | 15,817 | 25,833 |
(Decrease)/increase in accounts payable and accrued expenses | (105,193) | 35,509 | 123,968 |
Decrease in pension, postretirement and other employee benefits | (33,031) | (89,364) | (48,403) |
Net change in asbestos-related assets and liabilities | (25,639) | (19,362) | (32,559) |
Net change in other assets and liabilities | 16,239 | (10,763) | 1,061 |
Net cash provided by operating activities | 290,615 | 428,926 | 428,315 |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Acquisition of businesses, net of cash acquired | (32,619) | (14,856) | (6,319) |
Change in restricted cash | (11,892) | (2,800) | (856) |
Capital expenditures | (45,623) | (103,965) | (51,295) |
Proceeds from sale of assets | 1,117 | 831 | 7,567 |
Investments in and advances to unconsolidated affiliates | (911) | (7,620) | (1,382) |
Return of investment from unconsolidated affiliates | 0 | 2,330 | 6,324 |
Decrease/(increase) in short-term investments | 2,663 | (2,504) | 0 |
Net cash used in investing activities | (87,265) | (128,584) | (45,961) |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Repurchase and retirement of shares | (28) | (485,589) | 0 |
Distributions to noncontrolling interests | (2,171) | (9,625) | 5,179 |
Proceeds from share purchase warrant exercised | 2,796 | 414 | 8,448 |
Proceeds from stock options exercised | 546 | 2,791 | 18,076 |
Excess tax (shortfall)/benefit related to share-based compensation, financing activities | (61) | 50 | 4,694 |
Proceeds from issuance of short-term debt | 5,852 | 3,658 | 0 |
Repayment of short-term debt | (6,583) | 0 | 0 |
Proceeds from issuance of long-term debt | 7,238 | 50,939 | 15,628 |
Repayment of long-term debt and capital lease obligations | (6,133) | (28,742) | 6,598 |
Net cash provided by/(used in) financing activities | 1,456 | (466,104) | 35,069 |
Effect of exchange rate changes on cash and cash equivalents | 19,189 | (109,619) | 20,234 |
INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS | 223,995 | (275,381) | 437,657 |
Cash and cash equivalents at beginning of year | 773,163 | 1,048,544 | 610,887 |
CASH AND CASH EQUIVALENTS AT END OF YEAR | 997,158 | 773,163 | 1,048,544 |
Cash paid during the year for: | |||
Interest (net of amount capitalized) | 14,856 | 13,436 | 13,384 |
Income taxes | $86,685 | $130,147 | $111,279 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies [Text Block] | 1. Summary of Significant Accounting Policies Basis of Presentation At a special court-ordered meeting of common shareholders held on January27, 2009, the common shareholders of Foster Wheeler Ltd. approved a scheme of arrangement under Bermuda law. On February 9, 2009, after receipt of the approval of the scheme of arrangement by the Supreme Court of Bermuda and the satisfaction of certain other conditions, the transactions contemplated by the scheme of arrangement were effected. Pursuant to the scheme of arrangement, among other things, all previously outstanding whole common shares of Foster Wheeler Ltd. were cancelled and the common shareholders of Foster Wheeler Ltd. became common shareholders of Foster Wheeler AG, a Swiss corporation, and Foster Wheeler Ltd. became a wholly-owned subsidiary of Foster Wheeler AG, a holding company that owns the stock of its various subsidiary companies. The steps of the scheme of arrangement together with certain related transactions, which are collectively referred to throughout the Notes to the consolidated financial statements as the Redomestication, effectively changed our place of incorporation from Bermuda to the Canton of Zug, Switzerland. Please see Note 19 for further information related to the Redomestication. The fiscal year of Foster Wheeler AG ends on December 31 of each calendar year. Foster Wheeler AGs fiscal quarters end on the last day of March, June and September. The fiscal year of Foster Wheeler Ltd., the parent company prior to the Redomestication, was the 52- or 53-week annual accounting period ending the last Friday in December for our U.S. operations and December 31 for non-U.S. operations and ended on December 26, 2008 for fiscal year 2008. Foster Wheeler AG consolidated financial results represent the period from December 27, 2008 through December 31, 2009, December 29, 2007 through December 26, 2008, and December 30, 2006 through December 28, 2007 in fiscal years 2009, 2008 and 2007, respectively. The consolidated financial results include our U.S. operations, which have a fiscal year that is the 52- or 53-week annual accounting period ending the last Friday in December, and our non-U.S. operations, which have a fiscal year ending on December 31. Although the fiscal year for our parent company is now December 31, the fiscal year and fiscal quarter ending dates for both our U.S. and non-U.S. operations were not impacted by the Redomestication. We have evaluated all subsequent events for adjustment to or disclosure in these consolidated financial statements through the issuance of these consolidated financial statements on February 25, 2010. In July 2009, the Financial Accounting Standards Board (FASB) issued FASB Accounting Standards CodificationTM (FASB ASC) 105-10, The FASB Accounting Standards CodificationTM and the Hierarchy of Generally Accepted Accounting Principlesa replacement of FASB Statement No. 162. FASB ASC 105-10, which is effective for financial statements issued for interim and annual periods ended after September 15, 2009, established the FASB ASC as the sole source of authoritative U.S. generally accepted accounting principles (U.S. GAAP) recognize |
Business Comibinations
Business Comibinations | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Business Combination Disclosure [Abstract] | |
Business Combination Disclosure [Text Block] | 2. Business Combinations In October 2009, we acquired substantially all of the assets of the Houston operations of Atlas Engineering, Inc., a privately held company, for a purchase price of approximately $21,000. The purchase price may be increased by an estimated $12,000 for contingent consideration depending on the acquired companys EBITDA over the first three years after the closing date. We have recorded a liability of $9,318 on the consolidated balance sheet for the estimated fair value of the contingent consideration. The acquired company is active in upstream oil and gas engineering services. The purchase price allocation and pro forma information for this acquisition were not material to our consolidated financial statements. This companys financial results are included within our Global EC Group business segment. In April 2009, we acquired substantially all of the assets of the offshore engineering division of OPE Holdings Ltd., a Canadian company that is listed on the TSX Venture Exchange and which we refer to as OPE, for a purchase price of approximately $8,900. The purchase price may be increased by $500 if the acquired company meets certain performance targets during the first year after the closing date. The acquired company is active in upstream oil and gas engineering services. The purchase price allocation and pro forma information for this acquisition were not material to our consolidated financial statements. This companys financial results are included within our Global EC Group business segment. In July 2008, we acquired the majority of the assets and work force of an engineering design company for $6,500, plus up to $1,500 to be paid if certain performance milestones are met over the following two years. This company, which has an engineering center in Kolkata, India, provides engineering services to the petrochemical, refining, upstream oil and gas and power industries. The purchase price allocation and pro forma information for this acquisition were not material to our consolidated financial statements. This companys financial results are included within our Global EC Group business segment. In February 2008, we acquired all of the outstanding capital stock of a biopharmaceutical engineering company, based in Philadelphia, Pennsylvania, for $8,545 plus up to $3,638 to be paid over the following three years if certain conditions are met, plus up to an additional $8,700 to be paid if certain performance milestones are met over the following three years. This company provides design, engineering, manufacture, installation, validation and startup/commissioning services to the life sciences industry. The purchase price allocation and pro forma information for this acquisition were not material to our consolidated financial statements. This companys financial results are included within our Global EC Group business segment. In February 2007, we purchased the stock of a Finnish company that owns patented coal flow measuring technology. The purchase price, net of cash acquired was 1,112 (approximately $1,473 at the exchange rate in effect at the time of the acquisition). The purchase price allocation and pro forma |
Accounts and Notes Receivables
Accounts and Notes Receivables | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Accounts and Notes Receivables [Abstract] | |
Accounts and Notes Receivables Disclosure [Text Block] | 3. Accounts and Notes Receivable The following table shows the components of trade accounts and notes receivable: December 31, 2009 December 26, 2008 From long-term contracts: Amounts billed due within one year $ 492,391 $ 539,423 Billed retention: Estimated to be due in: 2009 - 60,204 2010 33,857 13,140 2011 10,957 8,902 Total billed retention 44,814 82,246 Total receivables from long-term contracts 537,205 621,669 Other trade accounts and notes receivable 169 1,169 Trade accounts and notes receivable, gross 537,374 622,838 Less: Allowance for doubtful accounts (10,849) (13,844) Trade accounts and notes receivable, net $ 526,525 $ 608,994 The following table shows the components of other accounts and notes receivable, net: December 31, 2009 December 26, 2008 Asbestos insurance receivable $ 69,007 $ 41,012 Foreign refundable value-added tax 23,397 30,412 Other 25,314 24,209 Other accounts and notes receivable, net $ 117,718 $ 95,633 |
Land Buildings and Equipment
Land Buildings and Equipment | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Land, Buildings and Equipment Disclosure [Abstract] | |
Land, Buildings and Equipment Disclosure [Text Block] | 4. Land, Buildings and Equipment Land, buildings and equipment are stated at cost and are set forth below: December 31, 2009 December 26, 2008 Land and land improvements $ 27,522 $ 27,842 Buildings 160,660 153,689 Furniture, fixtures and equipment 620,372 528,095 Construction in progress 19,301 64,064 Land, buildings and equipment, gross 827,855 773,690 Less: Accumulated depreciation (429,723) (390,481) Land, buildings and equipment, net $ 398,132 $ 383,209 Depreciation expense for fiscal years 2009, 2008 and 2007 was $39,357, $39,271, and $34,576, respectively. We own certain office and manufacturing facilities in Finland that contain asbestos. We are required to remove the asbestos from such facilities if such facilities are significantly renovated or demolished. At present, there are no plans to undertake a major renovation that would require the removal of the asbestos or the demolition of the facilities. We do not have sufficient information to estimate the fair value of the asset retirement obligation because the settlement date or the range of potential settlement dates has not been specified and information is not currently available to apply an expected present value technique. We will recognize a liability in the period in which sufficient information is available to reasonably estimate the fair value of the asset retirement obligation. |
Equity Interest
Equity Interest | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Equity Interest [Abstract] | |
Equity Interest Disclosure [Text Block] | 5. Equity Interests We own a noncontrolling equity interest in two electric power generation projects, one waste-to-energy project and one wind farm project in Italy and in a refinery/electric power generation project in Chile. We also own a 50% noncontrolling equity interest in a project based in Italy which generates earnings from royalty payments linked to the price of natural gas. The two electric power generation projects in Italy are each 42% owned by us, the waste-to-energy project is 39% owned by us and the wind farm project is 50% owned by us. The project in Chile is 85% owned by us; however, we do not have a controlling interest in the project as a result of participating rights held by the minority shareholder. We account for these investments in Italy and Chile under the equity method. The following is summarized financial information for these entities (each as a whole) in which we have an equity interest: December 31, 2009 December 26, 2008 Italy Based Projects Chile Based Project Italy Based Projects Chile Based Project Balance Sheet Data: Current assets $ 325,688 $ 46,311 $ 288,387 $ 66,991 Other assets (primarily buildings and equipment) 644,344 127,393 618,083 137,007 Current liabilities 99,111 34,982 63,227 26,319 Other liabilities (primarily long-term debt) 515,424 63,109 535,954 70,950 Net assets 355,497 75,613 307,289 106,729 Fiscal Years Ended December 31, 2009 December 26, 2008 December 28, 2007 Italy Based Projects Chile Based Project Italy Based Projects Chile Based Project Italy Based Projects Chile Based Project Income Statement Data: Total revenues $ 361,797 $ 63,330 $ 439,455 $ 88,586 $ 319,611 $ 70,427 Gross profit 90,228 37,412 95,492 53,161 75,549 42,234 Income before income taxes 74,430 32,129 69,208 47,445 56,917 35,391 Net earnings 44,234 26,667 29,028 39,379 45,684 30,258 Our equity in the net earnings of these partially-owned affiliates, which is recorded within other income, net on the consolidated statement of operations, totaled $34,953, $33,905, and $36,445 for fiscal years 2009, 2008 and 2007, respectively. Our investment in these equity affiliates, which is recorded within investments in and advances to unconsolidated affiliates on the consolidated balance sheet, totaled $215,280 and $200,352 as of December 31, 2009 and December 26, 2008, respectively. Distributions of $25,486, $24,452 and $23,784 were received during fiscal years 2009, 2008 and 2007, respectively. We have guaranteed certain performance obligations of the Chile based project. We have a contingent obligation, which is measured annually based on the operating results of the Chile based project for the preceding year. We did not have a current payment obligation under this guarantee as of December 31, 2009. We also have guaranteed th |
Long-term Debt
Long-term Debt | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Long-term Debt Disclosure [Abstract] | |
Long-term Debt Disclosure [Text Block] | 6. Long-term Debt The following table shows the components of our long-term debt: December 31, 2009 December 26, 2008 Current Long-term Total Current Long-term Total Capital Lease Obligations $ 1,492 $ 65,327 $ 66,819 $ 1,147 $ 64,641 $ 65,788 Special-Purpose Limited Recourse Project Debt: Camden County Energy Recovery Associates 21,865 - 21,865 9,914 21,865 31,779 FW Power S.r.l. 7,428 95,661 103,089 4,562 88,750 93,312 Energia Holdings, LLC 3,187 13,239 16,426 4,675 16,426 21,101 Subordinated Robbins Facility Exit Funding Obligations: 1999C Bonds at 7.25% interest, due October 15, 2009 - - - 19 - 19 1999C Bonds at 7.25% interest, due October 15, 2024 - 1,283 1,283 - 1,283 1,283 1999D Accretion Bonds at 7% interest, due October 15, 2009 - - - 307 - 307 Term Loan in China at 4.374% interest, due January 8, 2010 2,930 - 2,930 - - - Term Loan in China at 6.57% interest, due December 29, 2008 - - - 3,654 - 3,654 Other 28 - 28 97 24 121 Total $ 36,930 $ 175,510 $212,440 $ 24,375 $ 192,989 $ 217,364 U.S. Senior Credit Agreement In October 2006, we executed a five-year U.S. senior credit agreement to be used for our U.S. and non-U.S. operations. The senior credit agreement, as amended in May 2007, provides for a facility of $450,000, and includes a provision which permits future incremental increases of up to $100,000 in total availability under the facility. We can issue up to $450,000 under the letter of credit facility. A portion of the letters of credit issued under the U.S. senior credit agreement have performance pricing that is decreased (or increased) as a result of improvements (or reductions) in the credit rating of the U.S. senior credit agreement as reported by Moodys Investors Service and/or Standard Poors (SP). We also have the option to use up to $100,000 of the $450,000 for revolving borrowings at a rate equal to adjusted LIBOR plus 1.50%, subject also to the performance pricing noted above. As a result of the improvement in our SP credit rating in March 2007, we achieved, and continue to maintain, the lowest possible pricing under the performance pricing provisions of our U.S. senior credit agreement. On December 18, 2008, Foster Wheeler AG, Foster Wheeler Ltd., certain of Foster Wheeler Ltd.s subsidiaries and BNP Paribas, as Administrative Agent, entered into an additional amendment of our U.S. senior credit agreement. The amendment includes a consent of the lenders under the credit agreement to the Redomestication. In addition, the amendment reflects the addition of Foster Wheeler AG as a guarantor of the obligations under the credit agreement and reflects changes relating to Foster Wheeler AG becoming the ultimate parent of Foster Wheeler Ltd. an |
Pension and Other Postretiremen
Pension and Other Postretirement Benefits | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Pension and Other Postretirement Benefits [Abstract] | |
Pension and Other Postretirement Benefits Disclosure [Text Block] | 7. Pensions and Other Postretirement Benefits We have defined benefit pension plans in the United States, the United Kingdom, France, Canada and Finland, and we have other postretirement benefit plans for health care and life insurance benefits in the United States and Canada. We also have defined contribution plans in the United States and the United Kingdom. Finally, we have certain other benefit plans including government mandated postretirement programs. We recognize the funded status of each of our defined benefit pension and other postretirement benefit plans on our consolidated balance sheet. We recognize any gains or losses, which are not recognized as a component of annual service cost, as a component of comprehensive income, net of tax. We record net actuarial losses, prior service cost/(credits) and net transition obligations/(assets) within accumulated other comprehensive loss on the consolidated balance sheet. Defined Benefit Pension Plans Our defined benefit pension plans cover certain full-time employees. Under the plans, retirement benefits are primarily a function of both years of service and level of compensation. The U.S. pension plans, which are frozen to new entrants and additional benefit accruals, and the Canadian, Finnish and French plans are non-contributory. The U.K. plan, which is closed to new entrants, is contributory. Defined benefit pension obligations and funded status: Fiscal Year Ended December 31, 2009 Fiscal Year Ended December 26, 2008 United States United Kingdom Other Total United States United Kingdom Other Total Change in projected benefit obligations: Projected benefit obligations at beginning of year $ 329,599 $ 629,351 $ 28,464 $ 987,414 $ 326,811 $ 903,535 $ 39,280 $ 1,269,626 Service cost - 5,663 647 6,310 - 10,451 691 11,142 Interest cost 19,796 41,461 1,819 63,076 19,962 47,683 1,882 69,527 Plan participants' contributions - 5,427 - 5,427 - 7,067 - 7,067 Plan amendments - (51,654) - (51,654) - 40,103 - 40,103 Actuarial loss/(gain) 20,596 99,089 1,693 121,378 5,645 (113,437) (2,534) (110,326) Benefits paid (23,161) (34,257) (2,931) (60,349) (22,819) (32,938) (3,518) (59,275) Special termination benefits/other - 187 (996) (809) - 2,247 (1,818) 429 Foreign currency exchange rate changes - 74,604 3,382 77,986 - (235,360) (5,519) (240,879) Projected benefit obligations at end of year 346,830 769,871 32,078 1,148,779 329,599 629,351 28,464 987,414 Change in plan assets: Fair value of plan assets at beginning of year 229,631 522,481 16,306 768,418 330,238 736,628 25,687 1,092,553 Actual return |
Guarantees and Warranties
Guarantees and Warranties | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Guarantees and Warranties [Abstract] | |
Guarantees and Warranties Disclosure [Text Block] | 8. Guarantees and Warranties We have agreed to indemnify certain third parties relating to businesses and/or assets that we previously owned and sold to such third parties. Such indemnifications relate primarily to potential environmental and tax exposures for activities conducted by us prior to the sale of such businesses and/or assets. It is not possible to predict the maximum potential amount of future payments under these or similar indemnifications due to the conditional nature of the obligations and the unique facts and circumstances involved in each particular indemnification. Maximum Carrying Amount of Liability Potential Payment December 31, 2009 December 26, 2008 Environmental indemnifications No limit $ 8,800 $ 8,900 Tax indemnifications No limit $ - $ - We also maintain contingencies for warranty expenses on certain of our long-term contracts. Generally, warranty contingencies are accrued over the life of the contract so that a sufficient balance is maintained to cover our aggregate exposure at the conclusion of the project. Fiscal Years Ended Warranty Liability: December 31, 2009 December 26, 2008 December 28, 2007 Balance at beginning of year $ 99,400 $ 87,800 $ 69,900 Accruals 32,600 36,000 35,800 Settlements (6,600) (7,300) (5,700) Adjustments to provisions (14,600) (17,100) (12,200) Balance at end of year $ 110,800 $ 99,400 $ 87,800 We are contingently liable under standby letters of credit, bank guarantees and surety bonds, totaling $943,100 and $914,500 as of December 31, 2009 and December 26, 2008, respectively, primarily for performance guarantees. These balances include the standby letters of credit issued under the U.S. senior credit agreement discussed in Note 6 and from other facilities worldwide. No material claims have been made against these guarantees, and based on our experience and current expectations, we do not anticipate any material claims. We have also guaranteed certain performance obligations in a refinery/electric power generation project based in Chile which we hold a noncontrolling equity interest. See Note 5 for further information. |
Derivatives Financial Instrumen
Derivatives Financial Instruments | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Derivatives Financial Instruments [Abstract] | |
Derivative Financial Instruments Disclosure [Text Block] | 9. Derivative Financial Instruments We are exposed to certain risks relating to our ongoing business operations. The risks managed by using derivative financial instruments relate primarily to foreign currency exchange rate risk and, to a significantly lesser extent, interest rate risk. Derivative financial instruments are recognized as assets or liabilities at fair value in our consolidated balance sheet. Fair Values of Derivative Financial Instruments Asset Derivatives Liability Derivatives Location within Consolidated Balance Sheet December 31, 2009 December 26, 2008 Location within Consolidated Balance Sheet December 31, 2009 December 26, 2008 Derivatives designated as hedging instruments Interest rate swap contracts Other assets $ - $ - Other long-term liabilities $ 6,554 $ 5,658 Derivatives not designated as hedging instruments Foreign currency forward contracts Contracts in process or billings in excess of costs and estimated earnings on uncompleted contracts 1,174 3,883 Contracts in process or billings in excess of costs and estimated earnings on uncompleted contracts 4,934 21,260 Foreign currency forward contracts Other accounts receivable 470 - Accounts payable 246 451 Total derivatives $ 1,644 $ 3,883 $ 11,734 $ 27,369 Foreign Currency Exchange Rate Risk We operate on a worldwide basis with substantial operations in Europe that subject us to U.S. dollar translation risk mainly relative to the Euro and British pound. Under our risk management policies we do not hedge translation risk exposure. All activities of our non-U.S. affiliates are recorded in their functional currency, which is typically the local currency in the country of domicile of the affiliate. In the ordinary course of business, our affiliates do enter into transactions in currencies other than their respective functional currencies. We seek to minimize the resulting foreign currency transaction risk by contracting for the procurement of goods and services in the same currency as the sales value of the related long-term contract. Currency Hedged Foreign Notional Amount of Notional Amount of Hedged Currency Exposure Forward Buy Contracts Forward Sell Contracts Functional Currency (bought or sold forward) (in equivalent U.S. dollars) (in equivalent U.S. dollars) (in equivalent U.S. dollars) British pound Euro $ 8,145 $ - $ 8,145 Australian dollar 18,395 8,929 9,466 South African rand 2,316 - 2,316 U.S. dollar 30,791 4,062 26,729 Australian dollar British pound 810 - 810 Chilean peso U.S. dollar 100 100 - Chinese renminbi Euro 2,366 - 2,366 U.S. dollar 33,869 10,460 23,409 Euro Swedish kroner 148 148 - U.S. dollar 36,985 15,631 21,354 Polish zl |
Preferred Shares
Preferred Shares | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Preferred Shares Disclosure [Abstract] | |
Preferred Shares Disclosure [Textblock] | 10. Preferred Shares We issued 599,944 preferred shares in connection with our 2004 equity-for-debt exchange which were convertible at the holders option into 130 common shares of Foster Wheeler Ltd. In connection with the Redomestication, on February 9, 2009 the holders of the preferred shares received the number of registered shares of Foster Wheeler AG that such holders would have been entitled to receive had they converted their preferred shares into common shares of Foster Wheeler Ltd. immediately prior to the effectiveness of the scheme of arrangement (with Foster Wheeler Ltd. paying cash in lieu of any fractional shares otherwise issuable). See Note 19 for further information related to the Redomestication. |
Share-Based Compensation Plans
Share-Based Compensation Plans | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Share-Based Compensation Plans [Abstract] | |
Share-based Compensation Plans [Text Block] | 11. Share-Based Compensation Plans Our share-based compensation plans include both restricted awards and stock option awards. Compensation cost for our share-based plans of $22,781, $15,766, and $7,095, was charged against income for fiscal years 2009, 2008 and 2007, respectively. The related income tax benefit recognized in the consolidated statement of operations was $448, $332, and $246 for fiscal years 2009, 2008 and 2007, respectively. We received $546, $2,791, and $18,076 in cash from option exercises under our share-based compensation plans for fiscal years 2009, 2008 and 2007, respectively. As of December 31, 2009, we had $18,344 and $17,451 of total unrecognized compensation cost related to stock options and restricted awards, respectively. Those costs are expected to be recognized as expense over a weighted-average period of approximately 26 months. Omnibus Incentive Plan: On May 9, 2006, our shareholders approved the Omnibus Incentive Plan (the Omnibus Plan). The Omnibus Plan allows for the granting of stock options, stock appreciation rights, restricted stock, restricted stock units, performance-contingent shares, performance-contingent units, cash-based awards and other equity-based awards to our employees, non-employee directors and third-party service providers. The Omnibus Plan effectively replaces our prior share-based compensation plans, and no further options or equity-based awards will be granted under any of the prior share-based compensation plans. The maximum number of shares as to which stock options and restricted stock awards may be granted under the Omnibus Plan is 9,560,000 shares, plus shares that become available for issuance pursuant to the terms of the awards previously granted under the prior compensation plans and outstanding as of May 9, 2006 and only if those awards expire, terminate or are otherwise forfeited before being exercised or settled in full (but not to exceed 10,000,000 shares). Shares awarded pursuant to the Omnibus Plan are issued out of our authorized but unissued shares. The Omnibus Plan includes a change in control provision, which provides for cash redemption of equity awards issued under the Omnibus Plan in certain limited circumstances. In accordance with Securities and Exchange Commission Accounting Series Release No. 268, Presentation in Financial Statements of Redeemable Preferred Stocks, we present the redemption amount of these equity awards as temporary equity on the consolidated balance sheet as the equity award is amortized during the vesting period. The redemption amount represents the intrinsic value of the equity award on the grant date. In accordance with FASB ASC 480-10-S99-3A (formerly EITF Topic D-98, Classification and Measurement of Redeemable Securities), we do not adjust the redemption amount each reporting period unless and until it becomes probable that the equity awards will become redeemable (upon a change in control event). Upon vesting of the equity awards, we reclassify the intrinsic value of the equity awards, as determined on the grant date, to permanent equity. A reconciliation of temporary equity for the fiscal years ended December 31, 2009 and D |
Share Purchase Warrants
Share Purchase Warrants | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Share Purchase Warrants [Abstract] | |
Share Purchase Warrants [Text Block] | 12. Share Purchase Warrants In connection with the equity-for-debt exchange consummated in 2004, Foster Wheeler Ltd. issued 4,152,914 Class A common share purchase warrants and 40,771,560 Class B common share purchase warrants. In connection with the Redomestication, Foster Wheeler AG assumed Foster Wheeler Ltd.s obligations under the related warrant agreement and agreed to issue registered shares of Foster Wheeler AG upon exercise of outstanding warrants in accordance with their stated terms. See Note 19 for further information related to the Redomestication. Each Class A warrant entitled its owner to purchase 3.3682 registered shares at an exercise price of $4.689 per registered share thereunder, subject to the terms of the warrant agreement between the warrant agent and us. In connection with the Redomestication and in accordance with the terms of the warrant agreement, we extended the expiration date of our Class A warrants from September 24, 2009 to October 2, 2009 (the extended maturity date) as a result of the periods from January 27, 2009 until January 30, 2009 and February 3, 2009 until February 6, 2009 when the warrants were not exercisable. Each Class B warrant entitled its owner to purchase 0.1446 common shares at an exercise price of $4.689 per common share thereunder, subject to the terms and conditions of the warrant agreement between the warrant agent and Foster Wheeler Ltd. The remaining outstanding Class A warrants expired on the extended maturity date and Class B warrants expired on September 24, 2007. Cumulatively through December 31, 2009, 4,148,983 Class A warrants and 38,730,407 Class B warrants were exercised for 20,324,595 shares. Also in connection with the equity-for-debt exchange consummated in 2004, we entered into a registration rights agreement with certain selling security holders in which we agreed to file a registration statement to cover resales of our securities held by them immediately following the exchange offer. We filed a registration statement in accordance with this agreement on October 29, 2004. This registration statement initially became effective on December 23, 2004. Subject to the selling security holders providing us with necessary information in accordance with the registration rights agreement, we were required to keep effective a registration statement covering resales by such security holders until December 23, 2009 unless certain events occurred to terminate our obligations under the registration rights agreement prior to that date. If we failed to maintain the registration statement as required or it became unavailable for more than two 45-day periods in any consecutive 12-month period, we were required to pay damages at a rate of $13.7 per day for each day that the registration statement was not effective. We did not incur any damages under the registration rights agreement. |
Other Comprehensive Income
Other Comprehensive Income | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Other Comprehensive Income [Abstract] | |
Other Comprehensive Income [Text Block] | 13. Other Comprehensive Income Below are the adjustments included in total comprehensive income for foreign currency translation, net gain/(loss) on cash flow hedges and pension and other postretirement benefits and their related tax provision/(benefit) and balances attributable to noncontrolling interests and Foster Wheeler AG: Fiscal Years Ended December 31, 2009 December 26, 2008 December 28, 2007 Foreign currency translation $ 30,468 $ (69,426) $ 33,391 Less: Attributable to noncontrolling interests (1,181) 679 (1,452) Attributable to Foster Wheeler AG $ 29,287 $ (68,747) $ 31,939 Net (loss)/gain on cash flow hedges $ (2,102) $ (11,925) $ 1,763 Tax (benefit)/provision (578) (3,280) 432 Attributable to Foster Wheeler AG $ (1,524) $ (8,645) $ 1,331 Pension and other postretirement benefits $ 30,629 $ (164,560) $ 61,593 Tax provision/(benefit) 1,568 (8,278) 12,635 Pension and other postretirement benefits, net of tax 29,061 (156,282) 48,958 Less: Attributable to noncontrolling interests (40) - - Attributable to Foster Wheeler AG $ 29,021 $ (156,282) $ 48,958 No tax is currently provided on foreign currency translation adjustments in comprehensive income as they relate to earnings that are indefinitely reinvested in each subsidiarys country of domicile. Below are the components of accumulated other comprehensive loss: Accumulated Other Comprehensive Loss Accumulated Foreign Currency Translation Pension and Other Postretirement Benefits Net Gains/(Losses) on Cash Flow Hedges Total Accumulated Other Comprehensive Loss Balance as of December 29, 2006 $ (42,556) $ (301,128) $ 342 $ (343,342) Other comprehensive income 31,939 48,958 1,331 82,228 Balance as of December 28, 2007 (10,617) (252,170) 1,673 (261,114) Other comprehensive loss (68,747) (156,282) (8,645) (233,674) Balance as of December 26, 2008 (79,364) (408,452) (6,972) (494,788) Other comprehensive income 29,287 29,021 (1,524) 56,784 Balance as of December 31, 2009 $ (50,077) $ (379,431) $ (8,496) $ (438,004) |
Income Taxes
Income Taxes | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Income Taxes [Abstract] | |
Income Tax Disclosure [Text Block] | 14. Income Taxes Below are the components of income/(loss) before income taxes for fiscal years 2009, 2008 and 2007 and under the following tax jurisdictions: Fiscal Years Ended December 31, 2009 December 26, 2008 December 28, 2007 U.S. $ (724) $ 28,290 $ 26,384 Non-U.S. 455,844 602,607 509,487 Total $ 455,120 $ 630,897 $ 535,871 The provision for income taxes was as follows: Fiscal Years Ended December 31, 2009 December 26, 2008 December 28, 2007 Current tax expense: U.S. $ 4,741 $ 4,370 $ 2,831 Non-U.S. 69,340 115,541 114,938 Total current 74,081 119,911 117,769 Deferred tax expense/(benefit): U.S. - (8,758) 2,248 Non-U.S. 19,681 (14,125) 16,403 Total deferred 19,681 (22,883) 18,651 Total provision for income taxes $ 93,762 $ 97,028 $ 136,420 Deferred tax assets/(liabilities) consist of the following: December 31, 2009 December 26, 2008 Deferred tax assets: Pensions $ 62,643 $ 81,985 Accrued costs on long-term contracts 27,893 25,943 Deferred income 10,001 23,525 Accrued expenses 41,114 39,749 Postretirement benefits other than pensions 23,723 28,602 Asbestos claims 43,560 42,720 Net operating loss carryforwards and other tax attributes 231,686 203,978 Asset impairments and other reserves 779 2,568 Other 10,216 5,778 Total gross deferred tax assets 451,615 454,848 Valuation allowance (332,840) (318,722) Total deferred tax assets 118,775 136,126 Deferred tax liabilities: Property, plant and equipment (30,145) (30,449) Goodwill and other intangible assets (11,825) (7,301) Investments (20,986) (20,364) Unremitted earnings of foreign subsidiaries - (8,000) Total gross deferred tax liabilities (62,956) (66,114) Net deferred tax assets $ 55,819 $ 70,012 Realization of deferred tax assets is dependent on generating sufficient taxable income prior to the expiration of the various attributes. We believe that it is more likely than not that the remaining net deferred tax assets (after consideration of the valuation allowance) will be realized through future earnings and/or tax planning strategies. The amount of the deferred tax assets considered realizable, however, could change in the near future if estimates of future taxable income during the carryforward period are changed. We have reduced our U.S. and certain non-U.S. tax benefits by a valuation allowance based on a consideration of all available evidence, which indicates that it is more likely than not that some or all of the deferred tax assets will not be realized. During fiscal year 2009, the valuation allowance increased by $14,118, primarily as a result of an increase in the tax rates in various jurisdictions, particularly severa |
Business Segments
Business Segments | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Business Segments [Abstract] | |
Business Segments Disclosure [Text Block] | 15. Business Segments We operate through two business groups: our Global EC Group and our Global Power Group. Global EC Group Our Global EC Group, which operates worldwide, designs, engineers and constructs onshore and offshore upstream oil and gas processing facilities, natural gas liquefaction facilities and receiving terminals, gas-to-liquids facilities, oil refining, chemical and petrochemical, pharmaceutical and biotechnology facilities and related infrastructure, including power generation and distribution facilities, and gasification facilities. Our Global EC Group is also involved in the design of facilities in new or developing market sectors, including carbon capture and storage, solid fuel-fired integrated gasification combined-cycle power plants, coal-to-liquids, coal-to-chemicals and biofuels. Our Global EC Group generates revenues from engineering, procurement and construction and project management activities pursuant to contracts spanning up to approximately four years in duration and from returns on its equity investments in various power production facilities. Our Global EC Group provides the following services: Design, engineering, project management, construction and construction management services, including the procurement of equipment, materials and services from third-party suppliers and contractors. Environmental remediation services, together with related technical, engineering, design and regulatory services. Development, engineering, procurement, construction, ownership and operation of power generation facilities, from conventional and renewable sources, and waste-to-energy facilities in Europe. Design and supply of direct-fired furnaces used in a wide range of refining, petrochemical, chemical, oil and gas processes, including fired heaters and waste heat recovery units. In addition, our Global EC Group also designs and supplies the fired heaters which form an integral part of its proprietary delayed coking and hydrogen production technologies. Global Power Group Our Global Power Group designs, manufactures and erects steam generating and auxiliary equipment for electric power generating stations and industrial facilities worldwide and owns and/or operates several cogeneration, independent power production and waste-to-energy facilities, as well as power generation facilities for the process and petrochemical industries. Our Global Power Group generates revenues from engineering activities, equipment supply, construction contracts, operating and maintenance agreements, royalties from licensing its technology, and from returns on its investments in several power production facilities. Our Global Power Groups steam generating equipment includes a full range of technologies, offering independent power producers, utilities and industrial clients high-value technology solutions for converting a wide range of fuels, such as coal, lignite, petroleum coke, oil, gas, solar, biomass and municipal solid waste, into steam, which can be used for power generation, district heating or for industrial processes. Our Global Power Group offers several other products and services related to steam gen |
Operating Leases
Operating Leases | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Operating Leases Disclosure [Abstract] | |
Operating Leases Disclosure [Text Block] | 16. Operating Leases Certain of our subsidiaries are obligated under operating lease agreements, primarily for office space. In many instances, our subsidiaries retain the right to sub-lease the office space. Rental expense for these leases was $65,570, $65,644, and $54,293 in fiscal years 2009, 2008 and 2007, respectively. Future minimum rental commitments on non-cancelable leases are as follows: Fiscal years: 2010 $ 56,600 2011 45,400 2012 39,900 2013 35,800 2014 29,700 Thereafter 166,200 Total $ 373,600 We entered into sale/leaseback transactions for an office building in Spain in 2000 and an office building in the United Kingdom in 1999. In connection with these transactions, we recorded deferred gains, which are being amortized to income over the term of the respective leases. The amortization was $4,036, $4,575, and $4,602 for fiscal years 2009, 2008 and 2007, respectively. As of December 31, 2009 and December 26, 2008, the balance of the deferred gains was $47,691 and $47,477, respectively, and is included in other long-term liabilities on the consolidated balance sheet. The year-over-year change in the deferred gain balance includes the impact of changes in foreign currency exchange rates. |
Litigation and Uncertainties
Litigation and Uncertainties | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Litigation and Uncertainties [Abstract] | |
Litigation and Uncertainties Disclosure [Text Block] | 17. Litigation and Uncertainties Asbestos Some of our U.S. and U.K. subsidiaries are defendants in numerous asbestos-related lawsuits and out-of-court informal claims pending in the United States and the United Kingdom. Plaintiffs claim damages for personal injury alleged to have arisen from exposure to or use of asbestos in connection with work allegedly performed by our subsidiaries during the 1970s and earlier. United States A summary of our U.S. claim activity is as follows: Number of Claims Fiscal Years Ended December 31, 2009 December 26, 2008 December 28, 2007 Open claims at beginning of year 130,760 131,340 135,890 New claims 4,410 4,950 5,140 Claims resolved (10,070) (5,530) (9,690) Open claims at end of year 125,100 130,760 131,340 Claims not valued in the liability (1) (94,740) (84,830) (66,040) Open claims valued in the liability at end of year 30,360 45,930 65,300 _______________ (1) Claims not valued in the liability include claims on certain inactive court dockets, claims over six years old that are considered abandoned and certain other items. Of the approximately 125,100 open claims, our subsidiaries are respondents in approximately 30,400 open claims wherein we have administrative agreements and are named defendants in lawsuits involving approximately 94,700 plaintiffs. All of the open administrative claims have been filed under blanket administrative agreements that we have with various law firms representing claimants and do not specify monetary damages sought. Based on our analysis of lawsuits, approximately 61% do not specify the monetary damages sought or merely recite that the amount of monetary damages sought meets or exceeds the required jurisdictional minimum in the jurisdiction in which suit is filed. Approximately 10% request damages ranging from $1 to $50; approximately 22% request damages ranging from $51 to $1,000; approximately 6% request damages ranging from $1,001 to $10,000; and the remaining 1% request damages ranging from $10,001 to, in a very small number of cases, $50,000. The majority of requests for monetary damages are asserted against multiple named defendants in a single complaint. We had the following U.S. asbestos-related assets and liabilities recorded on our consolidated balance sheet as of the dates set forth below. Total U.S. asbestos-related liabilities are estimated through fiscal year 2024. Although it is likely that claims will continue to be filed after that date, the uncertainties inherent in any long-term forecast prevent us from making reliable estimates of the indemnity and defense costs that might be incurred after that date. December 31, 2009 December 26, 2008 Asbestos-related assets recorded within: Accounts and notes receivable-other $ 65,600 $ 38,200 Asbestos-related insurance recovery receivable 208,400 246,600 Total asbestos-related assets $ 274,000 $ 284,800 Asbestos-related liabilities recorded within: Accrued expenses $ 59,800 |
Quarterly Financial Data
Quarterly Financial Data | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Quarterly Financial Data Disclosure [Abstract] | |
Quarterly Financial Data (Unaudited) [Text Block] | 18. Quarterly Financial Data (Unaudited) Fiscal Quarters Ended December 31, 2009 September 30, 2009 June 30, 2009 March 31, 2009 Operating revenues $ 1,266,631 $ 1,216,379 $ 1,308,801 $ 1,264,523 Contract profit 182,099 193,837 219,959 162,752 Net income attributable to Foster Wheeler AG 65,091 (1) 89,998 122,204 72,863 Earnings per share: Basic $ 0.51 $ 0.71 $ 0.97 $ 0.58 Diluted $ 0.51 $ 0.71 $ 0.96 $ 0.57 Shares outstanding: Weighted-average number of shares outstanding for basic earnings per share 127,104,838 126,459,865 126,344,093 126,265,903 Effect of dilutive securities 797,295 939,989 711,085 481,492 Weighted-average number of shares outstanding for diluted earnings per share 127,902,133 127,399,854 127,055,178 126,747,395 Fiscal Quarters Ended December 26, 2008 September 26, 2008 June 27, 2008 March 28, 2008 Operating revenues $ 1,639,189 $ 1,718,355 $ 1,701,022 $ 1,795,724 Contract profit 203,199 229,260 246,216 216,971 Net income attributable to Foster Wheeler AG 99,882 (2) 127,920 160,755 138,063 Earnings per share: Basic $ 0.75 $ 0.89 $ 1.12 $ 0.96 Diluted $ 0.75 $ 0.88 $ 1.11 $ 0.95 Shares outstanding: Weighted-average number of shares outstanding for basic earnings per share 132,654,157 144,030,570 143,994,084 143,917,790 Effect of dilutive securities 558,673 1,169,026 1,427,266 1,380,724 Weighted-average number of shares outstanding for diluted earnings per share 133,212,830 145,199,596 145,421,350 145,298,514 __________________________ (1) Net income for the quarter ended December 31, 2009 included: increased/(decreased) contract profit of $9,900 from the regular revaluation of final estimated contract profit*: $13,990 in our Global EC Group and $(4,090) in our Global Power Group; a charge of $9,800 for severance-related postemployment benefits: $6,100 in our Global EC Group and $3,700 in our CF Group; and a charge of $21,114, in our CF Group on the revaluation of our asbestos liability and related asset primarily resulting from increased asbestos defense costs projected through fiscal year 2024 and our rolling 15-year asbestos liability estimate. (2) Net income for the fiscal quarter ended December 26, 2008 included: increased/(decreased) contract profit of $(1,750) from the regular revaluation of final estimated contract profit*: $6,540 in our Global EC Group and $(8,290) in our Global Power Group; a charge of $9,000 in our Global Power Group primarily for severance-related postemployment benefits; a net charge of $37,345 in our CF Group on the revaluation of our asbestos liability and related asset resulting primarily from increased asbestos defense costs projected through fiscal year 2023; and a benefit of $24,100 re |
Redomestication
Redomestication | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Redomestication Disclosure [Abstract] | |
Redomestication Disclosure [Text Block] | 19. Redomestication Foster Wheeler AG was incorporated under the laws of Switzerland onNovember 18, 2008 and registered in the commercial register of the Canton of Zug, Switzerland on November 25, 2008 as a wholly-owned subsidiary of Foster Wheeler Ltd. At a special court-ordered meeting of common shareholders held on January27, 2009, the common shareholders of Foster Wheeler Ltd. approved a scheme of arrangement under Bermuda law. On February 9, 2009, after receipt of the approval of the scheme of arrangement by the Supreme Court of Bermuda and the satisfaction of certain other conditions, the transactions contemplated by the scheme of arrangement were effected. Pursuant to the scheme of arrangement, among other things, each holder of whole common shares of Foster Wheeler Ltd., par value $0.01 per share, outstanding immediately before the transaction was effected received registered shares of Foster Wheeler AG, par value CHF 3.00 per share (approximately $2.58 based on the exchange rate as of February 9, 2009, the date when the Redomestication had been completed), on a one-for-one basis in respect of such outstanding Foster Wheeler Ltd. common shares (or, in the case of fractional shares of Foster Wheeler Ltd., cash for such fractional shares in lieu of registered shares of Foster Wheeler AG) and additional paid-in capital decreased by the same amount. The scheme of arrangement effectively changed our place of incorporation from Bermuda to the Canton of Zug, Switzerland. The scheme of arrangement was approved by the common shareholders of Foster Wheeler Ltd. on January 27, 2009 and was sanctioned by the Supreme Court of Bermuda on January 30, 2009. On February 9, 2009, the following steps occurred pursuant to the scheme of arrangement: (1) all fractional common shares of Foster Wheeler Ltd., totaling approximately 1,336 shares, were cancelled and Foster Wheeler Ltd. paid to each holder of fractional shares that were cancelled an amount based on the average of the high and low trading prices of Foster Wheeler Ltd. common shares on the NASDAQ Global Select Market on February 5, 2009 ($20.63), the business day immediately preceding the effectiveness of the scheme of arrangement; (2) all previously outstanding whole common shares of Foster Wheeler Ltd., totaling 126,276,112 whole shares, were cancelled; (3) Foster Wheeler Ltd., acting on behalf of its shareholders, issued 1,000 common shares (which constituted all of Foster Wheeler Ltd.s common shares at such time) to Foster Wheeler AG; (4) Foster Wheeler AG increased its share capital and filed amended articles of association reflecting the share capital increase with the Swiss Commercial Register; and (5) Foster Wheeler AG issued an aggregate of 126,276,112 registered shares to the holders of whole Foster Wheeler Ltd. common shares that were cancelled. As a result of the scheme of arrangement, the common shareholders of Foster Wheeler Ltd. became common shareholders of Foster Wheeler AG and Foster Wheeler Ltd. became a wholly-owned subsidiary of Foster Wheeler AG, a holding company that owns the stock of its various subsidiary companies. In connection with consummation |
Schedule II: Valuation and Qual
Schedule II: Valuation and Qualifying Accounts | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Schedule II: Valuation and Qualifying Accounts [Abstract] | |
Schedule II: Valuation and Qualifying Accounts Disclosure [Text Block] | Foster Wheeler AG Schedule II: Valuation and Qualifying Accounts (amounts in thousands) Fiscal Year Ended December 31, 2009 Balance at Beginning of Year Additions Charged to Costs and Expenses Additions Charged to Other Accounts Deductions Balance at the End of the Year Description Allowance for doubtful accounts $ 13,844 $ 7,438 $ - $ (10,433) $ 10,849 Deferred tax valuation allowance $ 318,722 $ 33,125 $ 1,161 $ (20,168) $ 332,840 Fiscal Year Ended December 26, 2008 Balance at Beginning of Year Additions Charged to Costs and Expenses Additions Charged to Other Accounts Deductions Balance at the End of the Year Description Allowance for doubtful accounts $ 12,398 $ 6,821 $ - $ (5,375) $ 13,844 Deferred tax valuation allowance $ 294,286 $ 6,577 $ 52,386 $ (34,527) $ 318,722 Fiscal Year Ended December 28, 2007 Balance at Beginning of Year Additions Charged to Costs and Expenses Additions Charged to Other Accounts Deductions Balance at the End of the Year Description Allowance for doubtful accounts $ 7,848 $ 6,109 $ - $ (1,559) $ 12,398 Deferred tax valuation allowance $ 282,104 $ 1,186 $ 24,255 $ (13,259) $ 294,286 |
Document Information
Document Information | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Document Information [Line Items] | |
Document Title | 2009 Annual Report |
Document Type | 10-K |
Amendment Flag | false |
Document Period End Date | 2009-12-31 |
Entity Information
Entity Information (USD $) | |||
12 Months Ended
Dec. 31, 2009 | Feb. 12, 2010
| Jun. 30, 2009
| |
Entity Information [Line Items] | |||
Entity Registrant Name | Foster Wheeler AG | ||
Entity Central Index Key | 0001130385 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | $2,807,000,000 | ||
Entity Common Stock, Shares Outstanding | 127,472,783 |