Foster Wheeler 10Q 2010 Q1 Quarterly report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


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

For the quarterly period ended March 31, 2010


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

For the transition period from to

Commission File Number 001-31305

FOSTER WHEELER AG

(Exact name of registrant as specified in its charter)


Switzerland (State or other jurisdiction of incorporation or organization)		98-0607469 (I.R.S. Employer Identification No.)

80 Rue de Lausanne CH 1202 Geneva, Switzerland (Address of principal executive offices)		6340 (Zip Code)

41 22 741 8000
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yesþ Noo

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yesþ Noo

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filerþ		Accelerated filero		Non-accelerated filero(Do not check if a smaller reporting company)		Smaller reporting companyo

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 127,519,110 registered shares (CHF 3.00 par value) were outstanding as of April 23, 2010.

FOSTER WHEELER AG

INDEX


Part I		FINANCIAL INFORMATION

	Item 1 -		Financial Statements (Unaudited):

			Consolidated Statement of Operations for the Fiscal Three Months Ended March 31, 2010 and 2009	3

			Consolidated Balance Sheet as of March 31, 2010 and December 31, 2009	4

			Consolidated Statement of Changes in Equity for the Fiscal Three Months Ended March 31, 2010 and 2009	5

			Consolidated Statement of Cash Flows for the Fiscal Three Months Ended March 31, 2010 and 2009	6

			Notes to Consolidated Financial Statements	7

	Item 2 -		Management’s Discussion and Analysis of Financial Condition and Results of Operations	36

	Item 3 -		Quantitative and Qualitative Disclosures about Market Risk	56

	Item 4 -		Controls and Procedures	56

Part II		OTHER INFORMATION

	Item 1 -		Legal Proceedings	57

	Item 1A-		Risk Factors	57

	Item 2 -		Unregistered Sales of Equity Securities and Use of Proceeds	57

	Item 3 -		Defaults Upon Senior Securities	57

	Item 5 -		Other Information	57

	Item 6 -		Exhibits	58

Signatures				60
EX-10.14
EX-10.16
EX-10.17
EX-23.1
EX-23.2
EX-31.1
EX-31.2
EX-32.1
EX-32.2
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

FOSTER WHEELER AG AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF OPERATIONS

(in thousands of dollars, except per share amounts)
(unaudited)


	Fiscal Three Months Ended
	March 31,			March 31,
	2010			2009
Operating revenues	$	945,573		$	1,264,523
Cost of operating revenues		773,491			1,101,771

Contract profit		172,082			162,752

Selling, general and administrative expenses		70,305			69,248
Other income, net		(8,332	)		(8,203	)

Other deductions, net		11,688			6,087
Interest income		(2,359	)		(2,672	)
Interest expense		4,551			4,167
Net asbestos-related (gain)/provision		(747	)		1,750

Income before income taxes		96,976			92,375
Provision for income taxes		21,610			18,003

Net income		75,366			74,372


Less: Net income attributable to noncontrolling interests		3,306			1,509

Net income attributable to Foster Wheeler AG	$	72,060		$	72,863


Earnings per share (see Note 1):
Basic	$	0.57		$	0.58

Diluted	$	0.56		$	0.57

See notes to consolidated financial statements.

FOSTER WHEELER AG AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

(in thousands of dollars, except share data and per share amounts)
(unaudited)


	March 31,			December 31,
	2010			2009
ASSETS
Current Assets:
Cash and cash equivalents	$	953,688		$	997,158
Accounts and notes receivable, net:
Trade		500,023			526,525
Other		108,477			117,718
Contracts in process		254,014			219,774
Prepaid, deferred and refundable income taxes		41,719			46,478
Other current assets		43,389			33,902

Total current assets		1,901,310			1,941,555

Land, buildings and equipment, net		377,589			398,132
Restricted cash		30,759			34,905
Notes and accounts receivable — long-term		1,381			1,571
Investments in and advances to unconsolidated affiliates		223,488			228,030
Goodwill		86,625			88,702
Other intangible assets, net		70,491			73,029
Asbestos-related insurance recovery receivable		236,159			244,265
Other assets		84,437			87,781
Deferred tax assets		82,363			89,768

TOTAL ASSETS	$	3,094,602		$	3,187,738


LIABILITIES, TEMPORARY EQUITY AND EQUITY
Current Liabilities:
Current installments on long-term debt	$	35,672		$	36,930
Accounts payable		251,403			303,436
Accrued expenses		236,986			280,861
Billings in excess of costs and estimated earnings on uncompleted contracts		631,079			600,725
Income taxes payable		49,068			60,052

Total current liabilities		1,204,208			1,282,004

Long-term debt		164,197			175,510
Deferred tax liabilities		60,679			62,956
Pension, postretirement and other employee benefits		251,236			270,269
Asbestos-related liability		338,273			352,537
Other long-term liabilities		170,199			171,405
Commitments and contingencies

TOTAL LIABILITIES		2,188,792			2,314,681

Temporary Equity:
Non-vested share-based compensation awards subject to redemption		4,829			2,570

TOTAL TEMPORARY EQUITY		4,829			2,570

Equity:
Registered shares:
CHF 3.00 par value; authorized: March 31, 2010 - 190,696,806 shares and December 31, 2009 - 190,649,900 shares; conditionally authorized: March 31, 2010 - 62,135,022 shares and December 31, 2009 - 62,181,928 shares; issued and outstanding: March 31, 2010 - 127,488,849 shares and December 31, 2009 - 127,441,943 shares		329,538			329,402
Paid-in capital		621,216			617,938
Retained earnings		394,241			322,181
Accumulated other comprehensive loss		(482,022	)		(438,004	)

TOTAL FOSTER WHEELER AG SHAREHOLDERS’ EQUITY		862,973			831,517

Noncontrolling interests		38,008			38,970

TOTAL EQUITY		900,981			870,487

TOTAL LIABILITIES, TEMPORARY EQUITY AND EQUITY	$	3,094,602		$	3,187,738

See notes to consolidated financial statements.

FOSTER WHEELER AG AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(in thousands of dollars)
(unaudited)


																		Total Foster
											Retained Earnings/							Wheeler AG
	Preferred		Common			Registered		Paid-in			(Accumulated			Accumulated Other				Shareholders'			Noncontrolling
	Shares		Shares			Shares		Capital			Deficit)			Comprehensive Loss				Equity			Interests			Total Equity

Fiscal Three Months Ended March 31, 2010:
Balance at December 31, 2009	$	—	$	—		$	329,402	$	617,938		$	322,181		$	(438,004	)		$	831,517		$	38,970		$	870,487
Net income		—		—			—		—			72,060			—				72,060			3,306			75,366
Other comprehensive income, net of tax:
Foreign currency translation		—		—			—		—			—			(36,452	)			(36,452	)		552			(35,900	)
Cash flow hedges		—		—			—		—			—			(2,453	)			(2,453	)		—			(2,453	)
Pension and other postretirement benefits		—		—			—		—			—			(5,113	)			(5,113	)		(2	)		(5,115	)

Comprehensive Income																			28,042			3,856			31,898

Issuance of registered shares upon exercise of stock options		—		—			134		935			—			—				1,069			—			1,069
Issuance of registered shares upon vesting of restricted awards		—		—			2		(2	)		—			—				—			—			—
Distributions to noncontrolling interests		—		—			—		—			—			—				—			(4,818	)		(4,818	)
Share-based compensation expense - -stock options and restricted awards		—		—			—		2,343			—			—				2,343			—			2,343
Excess tax benefit related to share-based compensation		—		—			—		2			—			—				2			—			2

Balance at March 31, 2010	$	—	$	—		$	329,538	$	621,216		$	394,241		$	(482,022	)		$	862,973		$	38,008		$	900,981


Fiscal Three Months Ended March 31, 2009:
Balance at December 26, 2008	$	—	$	1,262		$	—	$	914,063		$	(27,975	)	$	(494,788	)		$	392,562		$	28,718		$	421,280
Net income		—		—			—		—			72,863			—				72,863			1,509			74,372
Other comprehensive income, net of tax:
Foreign currency translation		—		—			—		—			—			(11,701	)			(11,701	)		(169	)		(11,870	)
Cash flow hedges		—		—			—		—			—			(2,768	)			(2,768	)		—			(2,768	)
Pension and other postretirement benefits		—		—			—		—			—			4,598				4,598			(2	)		4,596

Comprehensive Income																			62,992			1,338			64,330

Issuance of common shares upon exercise of share purchase warrants		—		—			—		9			—			—				9			—			9
Issuance of common shares upon vesting of restricted awards		—		1			—		(1	)		—			—				—			—			—
Cancellation of common shares and issuance of registered shares		—		(1,263	)		326,070		(324,807	)		—			—				—			—			—
Repurchase and retirement of shares		—		—			—		(28	)		—			—				(28	)		—			(28	)
Issuance of registered shares upon conversion of preferred shares		—		—			361		(361	)		—			—				—			—			—
Issuance of registered shares upon vesting of restricted awards		—		—			1		(1	)		—			—				—			—			—
Distributions to noncontrolling interests		—		—			—		—			—			—				—			(21	)		(21	)
Share-based compensation expense - -stock options and restricted awards		—		—			—		7,172			—			—				7,172			—			7,172

Balance at March 31, 2009	$	—	$	—		$	326,432	$	596,046		$	44,888		$	(504,659	)	��	$	462,707		$	30,035		$	492,742

See notes to consolidated financial statements.

FOSTER WHEELER AG AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

(in thousands of dollars)
(unaudited)


	Fiscal Three Months Ended
	March 31,			March 31,
	2010			2009
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	75,366		$	74,372
Adjustments to reconcile net income to cash flows from operating activities:
Depreciation and amortization		13,059			10,551
Curtailment gain on U.K. defined benefit pension plan		(20,086	)		—
Net asbestos-related (gain)/provision		(747	)		1,750
Share-based compensation expense-stock options and restricted awards		4,602			5,354
Excess tax benefit related to share-based compensation		(2	)		—
Deferred income taxes/(credits)		8,605			(149	)
Loss on sale of assets		76			10
Equity in the net earnings of partially-owned affiliates, net of dividends		(6,403	)		(6,754	)
Other noncash items		—			(46	)
Changes in assets and liabilities:
Decrease in receivables		8,492			28,662
Net change in contracts in process and billings in excess of costs and estimated earnings on uncompleted contracts		6,794			(24,855	)
Decrease in accounts payable and accrued expenses		(76,294	)		(43,674	)
Net change in other assets and liabilities		(17,679	)		(3,082	)

Net cash (used in)/provided by operating activities		(4,217	)		42,139


CASH FLOWS FROM INVESTING ACTIVITIES
Payment related to acquisition of business		(1,221	)		—
Change in restricted cash		2,630			(307	)
Capital expenditures		(6,238	)		(14,643	)
Proceeds from sale of assets		41			77
Increase in short-term investments		—			(27	)

Net cash used in investing activities		(4,788	)		(14,900	)


CASH FLOWS FROM FINANCING ACTIVITIES
Repurchase and retirement of shares		—			(28	)
Distributions to noncontrolling interests		(4,818	)		(21	)
Proceeds from share purchase warrants exercised		—			9
Proceeds from stock options exercised		2,034			—
Excess tax benefit related to share-based compensation		2			—
Proceeds from issuance of short-term debt		2,197			2,925
Proceeds from issuance of long-term debt		—			37
Repayment of debt and capital lease obligations		(3,348	)		(3,933	)

Net cash used in financing activities		(3,933	)		(1,011	)


Effect of exchange rate changes on cash and cash equivalents		(30,532	)		(21,616	)


(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS		(43,470	)		4,612
Cash and cash equivalents at beginning of year		997,158			773,163


CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	953,688		$	777,775

See notes to consolidated financial statements.

FOSTER WHEELER AG AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands of dollars, except share data and per share amounts)
(unaudited)

1. Summary of Significant Accounting Policies

Basis of Presentation— The fiscal year of Foster Wheeler AG ends on December 31 of each calendar year. Foster Wheeler AG’s fiscal quarters end on the last day of March, June and September.

Foster Wheeler AG’s consolidated financial results for the first fiscal three months represent the period from January 1, 2010 through March 31, 2010 and December 27, 2008 through March 31, 2009 in fiscal years 2010 and 2009, respectively. Please refer to Note 1 in our Annual Report on Form 10-K for the fiscal year ended December 31, 2009 (“2009 Form 10-K”), filed with the Securities and Exchange Commission on February 25, 2010, for further information on our fiscal year end and related change of country of domicile from Bermuda to Switzerland in February 2009. As part of our change of country of domicile, we cancelled our common shares and issued registered shares. In January 2010, we relocated our principal executive offices to Geneva, Switzerland.

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 December 31.

We have evaluated all subsequent events for adjustment to or disclosure in these consolidated financial statements through the date of issuance of these consolidated financial statements.

The accompanying consolidated financial statements are unaudited. In the opinion of management, all adjustments necessary for a fair presentation of such financial statements have been included. Such adjustments only consisted of normal recurring items. Interim results are not necessarily indicative of results for a full year.

The financial statements and notes are presented in accordance with the requirements of Form 10-Q and do not contain certain information included in our 2009 Form 10-K. The consolidated balance sheet as of December 31, 2009 was derived from the audited financial statements included in our 2009 Form 10-K, but does not include all disclosures required by accounting principles generally accepted in the United States of America for annual consolidated financial statements.

Certain prior period amounts have been reclassified to conform to the current period presentation.

Principles of Consolidation— The consolidated financial statements include the accounts of Foster Wheeler AG and all significant U.S. and non-U.S. subsidiaries as well as certain entities in which we have a controlling interest. Intercompany transactions and balances have been eliminated.

In June 2009, the Financial Accounting Standards Board (“FASB”) issued authoritative guidance to amend the manner in which entities evaluate whether consolidation is required for variable interest entities (“VIE”). The model for determining which enterprise has a controlling financial interest and is the primary beneficiary of a VIE has changed under the new guidance. Furthermore, the new guidance requires an ongoing reconsideration of the primary beneficiary and also amends the events that trigger a reassessment of whether an entity is a VIE. This revised guidance also requires enhanced disclosures about how a company’s involvement with a VIE affects its financial statements and exposure to risks. This guidance, which became effective for us on January 1, 2010, did not result in any change to the entities previously included in our consolidated financial statements.

Variable Interest Entities —We sometimes form separate legal entities such as corporations, partnerships and limited liability companies in connection with the execution of a single contract or project. Upon inception of each separate legal entity, we perform an evaluation to determine whether the new entity is a VIE, and whether we are the primary beneficiary of the new entity, which would require us to consolidate the new entity in our financial results. We reassess our initial determination on whether the entity is a VIE and whether we are the primary beneficiary upon the occurrence of certain events as outlined in current accounting guidelines. If the entity is not a VIE, we determine the accounting for the entity under the voting interest accounting guidelines.

An entity is determined to be a VIE if either (a) the total equity investment is not sufficient for the entity to finance its own activities without additional subordinated financial support, (b) characteristics of a controlling financial interest are missing (such as the ability to make decisions through voting or other rights or the obligation to absorb losses or the right to receive benefits), or (c) the voting rights of the equity holders are not proportional to their obligations to absorb losses of the entity and/or their rights to receive benefits of the entity, and substantially all of the entity’s activities either involve or are conducted on behalf of an investor that has disproportionately few voting rights.

As of March 31, 2010, we participate in certain entities determined to be VIEs, including a gas-fired cogeneration facility in Martinez, California, a waste-to-energy facility in Camden, New Jersey and a refinery/electric power generation project in Chile. We consolidate the operations of both the Martinez and Camden projects while we record our participation in the Chile based project on the equity method of accounting. There has been no change in our accounting for these entities during the quarter.

Please see Note 3 for further information on our participation in these projects.

Use of Estimates— The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and revenues and expenses during the periods reported. Actual results could differ from those estimates. Changes in estimates are reflected in the periods in which they become known. Significant estimates are used in accounting for long-term contracts including estimates of total costs, progress toward completion and customer and vendor claims, employee benefit plan obligations and share-based compensation plans. In addition, we also use estimates when accounting for uncertain tax positions and deferred taxes, asbestos liabilities and expected recoveries and when assessing goodwill for impairment, among others.

Revenue Recognition on Long-Term Contracts— Revenues and profits on long-term contracts are recorded under the percentage-of-completion method.

Progress towards completion on fixed-price contracts is measured based on physical completion of individual tasks for all contracts with a value of $5,000 or greater. For contracts with a value less than $5,000, progress toward completion is measured based on the ratio of costs incurred to total estimated contract costs (the cost-to-cost method).

Progress towards completion on cost-reimbursable contracts is measured based on the ratio of quantities expended to total forecasted quantities, typically man-hours. Incentives are also recognized on a percentage-of-completion basis when the realization of an incentive is assessed as probable. We include flow-through costs consisting of materials, equipment or subcontractor services as both operating revenues and cost of operating revenues on cost-reimbursable contracts when we have overall responsibility as the contractor for the engineering specifications and procurement or procurement services for such costs. There is no contract profit impact of flow-through costs as they are included in both operating revenues and cost of operating revenues.

Contracts in process are stated at cost, increased for profits recorded on the completed effort or decreased for estimated losses, less billings to the customer and progress payments on uncompleted contracts.

At any point, we have numerous contracts in progress, all of which are at various stages of completion. Accounting for revenues and profits on long-term contracts requires estimates of total estimated contract costs and estimates of progress toward completion to determine the extent of revenue and profit recognition. These estimates may be revised as additional information becomes available or as specific project circumstances change. We review all of our material contracts on a monthly basis and revise our estimates as appropriate for developments such as earning project incentive bonuses, incurring or expecting to incur contractual liquidated damages for performance or schedule issues, providing services and purchasing third-party materials and equipment at costs differing from those previously estimated and testing completed facilities, which, in turn, eliminates or confirms completion and warranty-related costs. Project incentives are recognized when it is probable they will be earned. Project incentives are frequently tied to cost, schedule and/or safety targets and, therefore, tend to be earned late in a project’s life cycle.

Changes in estimated final contract revenues and costs can either increase or decrease the final estimated contract profit. In the period in which a change in estimate is recognized, the cumulative impact of that change is recorded based on progress achieved through the period of change. There were 11 and 8 separate projects that had final estimated contract profit revisions whose impact on contract profit exceeded $1,000 during the fiscal three months ended March 31, 2010 and 2009, respectively. The changes in final estimated contract profit resulted in net increases of $13,100 and $3,260 to reported contract profit in the fiscal three months ended March 31, 2010 and 2009, respectively, relating to the revaluation of work performed on contracts in prior periods. Please see Note 11 for further information related to changes in final estimated contract profit.

Claims are amounts in excess of the agreed contract price (or amounts not included in the original contract price) that we seek to collect from customers or others for delays, errors in specifications and designs, contract terminations, disputed or unapproved change orders as to both scope and price or other causes of unanticipated additional costs. We record claims as additional contract revenue if it is probable that the claims will result in additional contract revenue and if the amount can be reliably estimated. These two requirements are satisfied by the existence of all of the following conditions: the contract or other evidence provides a legal basis for the claim; additional costs are caused by circumstances that were unforeseen at the contract date and are not the result of deficiencies in our performance; costs associated with the claim are identifiable or otherwise determinable and are reasonable in view of the work performed; and the evidence supporting the claim is objective and verifiable. If such requirements are met, revenue from a claim may be recorded only to the extent that contract costs relating to the claim have been incurred. Costs attributable to claims are treated as costs of contract performance as incurred and are recorded in contracts in process. As of March 31, 2010, our consolidated financial statements assumed recovery of commercial claims of approximately $13,200, of which $500 had yet to be expended. As of December 31, 2009, our consolidated financial statements assumed recovery of commercial claims of approximately $18,700, of which $1,200 had yet to be expended.

In certain circumstances, we may defer pre-contract costs when it is probable that these costs will be recovered under a future contract. Such deferred costs would then be included in contract costs upon execution of the anticipated contract. We had approximately $3,000 and $1,200 of deferred pre-contract costs as of March 31, 2010 and December 31, 2009, respectively.

Certain special-purpose subsidiaries in our global power business group are reimbursed by customers for their costs, including amounts related to repayments of non-recourse project debt, for building and operating certain facilities over the lives of the corresponding service contracts.

Cash and Cash Equivalents— Cash and cash equivalents include highly liquid short-term investments with original maturities of three months or less at the date of acquisition. Cash and cash equivalents of $744,327 and $772,565 were maintained by our non-U.S. entities as of March 31, 2010 and December 31, 2009, respectively. These entities require a portion of these funds to support their liquidity and working capital needs, as well as to comply with required minimum capitalization and contractual restrictions. Accordingly, a portion of these funds may not be readily available for repatriation to U.S. entities.

Intangible Assets— Intangible assets consist principally of goodwill, trademarks and patents. Goodwill is allocated to our reporting units on a relative fair value basis at the time of the original purchase price allocation. Patents and trademarks are amortized on a straight-line basis over periods of 3 to 40 years. Customer relationships, pipeline and backlog are amortized on a straight-line basis over periods of 1 to 13 years.

We test goodwill for impairment at the reporting unit level, which is defined as the components one level below our operating segments, because these components constitute businesses for which discrete financial information is available and segment management regularly reviews the operating results of those components. Presently, goodwill exists in two of our reporting units —one within our Global Power Group business segment and one within our Global Engineering and Construction Group, which we refer to as our Global E&C Group, business segment.

The goodwill impairment test is a two-step process. The first step of the goodwill impairment test, used to identify potential impairment, compares the fair value of the reporting unit with its carrying amount, including goodwill. If the fair value exceeds the carrying amount, goodwill is not considered impaired. If the carrying amount exceeds the fair value, the second step must be performed to measure the amount of the impairment loss, if any. The second step compares the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. In the fourth quarter of each fiscal year, we evaluate goodwill at each reporting unit to assess recoverability, and impairments, if any, are recognized in earnings. An impairment loss would be recognized in an

amount equal to the excess of the carrying amount of the goodwill over the implied fair value of the goodwill. As of December 31, 2009, the estimated fair value of each of the reporting units was sufficiently in excess of its carrying values even after conducting various sensitivity analyses on key assumptions, such that no adjustment to the carrying values of goodwill was required.

Please see Note 4 for further information related to our goodwill and other identifiable intangible assets.

Income Taxes— Deferred tax assets/liabilities are established for the difference between the financial reporting and income tax basis of assets and liabilities, as well as for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. In evaluating our ability to realize our deferred tax assets within the various tax jurisdictions in which they arise, we consider all available positive and negative evidence, including scheduled reversals of taxable temporary differences, projected future taxable income, tax planning strategies and recent financial performance. Projecting future taxable income requires significant assumptions about future operating results, as well as the timing and character of taxable income in numerous jurisdictions.

We do not make a provision for incremental income taxes on subsidiary earnings, which have been retained in the subsidiary’s country of domicile, if we expect such earnings to be indefinitely reinvested in that jurisdiction.

We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement.

We recognize interest accrued on the potential tax liability related to unrecognized tax benefits in interest expense, and we recognize any potential penalties in other deductions, net on our consolidated statement of operations.

Foreign Currency— The functional currency of our non-U.S. operations is typically the local currency of their country of domicile. Assets and liabilities of our non-U.S. subsidiaries are translated into U.S. dollars at period-end exchange rates with the resulting translation adjustment recorded as a separate component within accumulated other comprehensive loss. Income and expense accounts and cash flows are translated at weighted-average exchange rates for the period. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in other deductions, net on our consolidated statement of operations.

Fair Value Measurements— Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial Accounting Standards Board Accounting Standards Codification, or FASB ASC, 820-10 defines fair value, establishes a fair value hierarchy that prioritizes the inputs used to measure fair value and provides guidance on required disclosures about fair value measurements. The fair value hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.

Our financial assets and liabilities that are recorded at fair value on a recurring basis consist primarily of the assets or liabilities arising from derivative financial instruments and defined benefit pension plan assets. We value our derivative financial instruments using broker quotations, or market transactions in either the listed or over-the-counter markets, resulting in fair value measurements using level 2 inputs as defined under the fair value hierarchy. See Note 8 for further information regarding our derivative financial instruments.

The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate fair value:

Financial instruments valued independent of the fair value hierarchy:

•

Cash, Cash Equivalents and Restricted Cash — The carrying value of our cash, cash equivalents and restricted cash approximates fair value because of the demand nature of many of our deposits or short-term maturity of these instruments.

Financial instruments valued within the fair value hierarchy:

	•		Long-term Debt — We estimate the fair value of our long-term debt (including current installments) based on the quoted market prices for the same or similar issues or on the current rates offered for debt of the same remaining maturities using level 2 inputs.

	•		Foreign Currency Forward Contracts — We estimate the fair value of foreign currency forward contracts by obtaining quotes from financial institutions or market transactions in either the listed or over-the-counter markets, which we further corroborate with observable market data using level 2 inputs.

	•		Interest Rate Swaps — We estimate the fair value of our interest rate swaps based on quotes obtained from financial institutions, which we further corroborate with observable market data using level 2 inputs.

	•		Defined Benefit Pension Plan Assets — We estimate the fair value of our defined benefit pension plan assets at each fiscal year end based on quotes obtained from financial institutions, which we further corroborate with observable market data using level 1 and 2 inputs.

Retirement of Shares under Share Repurchase Program— On September 12, 2008, we announced a share repurchase program pursuant to which our Board of Directors authorized the repurchase of up to $750,000 of our outstanding shares and the designation of the repurchased shares for cancellation. Based on the aggregate share repurchases under our program through March 31, 2010, we are authorized to repurchase up to $264,773 of our outstanding shares. Any repurchases will be made at our discretion in the open market or in privately negotiated transactions in compliance with applicable securities laws and other legal requirements and will depend on a variety of factors, including market conditions, share price and other factors. The program does not obligate us to acquire any particular number of shares. The program has no expiration date and may be suspended or discontinued at any time.

All shares acquired under our share repurchase program have been retired upon purchase. The share value, on the consolidated balance sheet, was reduced for the par value of the retired shares. Paid-in capital, on the consolidated balance sheet, was reduced for the excess of fair value and related fees paid above par value for the shares acquired.

Shares retired under the share repurchase program reduce the weighted-average number of shares outstanding during the reporting period when calculating earnings per share, as described below.

Earnings per Share— Basic earnings per share is computed by dividing net income attributable to Foster Wheeler AG by the weighted-average number of shares outstanding during the reporting period, excluding non-vested restricted shares. There were no non-vested restricted shares as of March 31, 2010 and 82,980 non-vested restricted shares as of March 31, 2009. Restricted shares and restricted share units (collectively, “restricted awards”) are included in the weighted-average number of shares outstanding when such restricted awards vest.

Diluted earnings per share is computed by dividing net income attributable to Foster Wheeler AG by the combination of the weighted-average number of shares outstanding during the reporting period and the impact of dilutive securities, if any, such as outstanding stock options, warrants to purchase shares and the non-vested portion of restricted awards to the extent such securities are dilutive.

In profitable periods, outstanding stock options and warrants have a dilutive effect under the treasury stock method when the average share price for the period exceeds the assumed proceeds from the exercise of the warrant or option. The assumed proceeds include the exercise price, compensation cost, if any, for future service that has not yet been recognized in the consolidated statement of operations, and any tax benefits that would be recorded in paid-in capital when the option or warrant is exercised. Under the treasury stock method, the assumed proceeds are assumed to be used to repurchase shares in the current period. The dilutive impact of the non-vested portion of restricted awards is determined using the treasury stock method, but the proceeds include only the unrecognized compensation cost and tax benefits as assumed proceeds.

The computations of basic and diluted earnings per share were as follows:


	Fiscal Three Months Ended
	March 31,		March 31,
	2010		2009
Basic earnings per share:
Net income attributable to Foster Wheeler AG	$	72,060	$	72,863
Weighted-average number of shares outstanding for basic earnings per share		127,474,887		126,265,903

Basic earnings per share	$	0.57	$	0.58


Diluted earnings per share:
Net income attributable to Foster Wheeler AG	$	72,060	$	72,863
Weighted-average number of shares outstanding for basic earnings per share		127,474,887		126,265,903
Effect of dilutive securities:
Options to purchase shares		296,254		13,610
Warrants to purchase shares		—		467,882
Non-vested portion of restricted awards		122,035		—

Weighted-average number of shares outstanding for diluted earnings per share		127,893,176		126,747,395

Diluted earnings per share	$	0.56	$	0.57

The following table summarizes the share equivalent of potentially dilutive securities that have been excluded from the denominator used in the calculation of diluted earnings per share due to their antidilutive effect:


	Fiscal Three Months Ended
	March 31,		March 31,
	2010		2009
Shares issuable under outstanding options not included in the computation of diluted earnings per share because the assumed proceeds were greater than the average share price for the period		1,369,135		3,011,039


Non-vested portion of restricted awards not included in the computation of diluted earnings per share due to their antidilutive effect		—		939,073

Share-Based Compensation Plans— We estimate the fair value of each option award on the date of grant using the Black-Scholes option valuation model. We then recognize the grant date fair value of each option as compensation expense ratably using the straight-line attribution method over the service period (generally the vesting period). The Black-Scholes model incorporates the following assumptions:

	•		Expected volatility — we estimate the volatility of our share price at the date of grant using historical volatility adjusted for periods of unusual stock price activity.

	•		Expected term — we estimate the expected term using the “simplified” method, as outlined in Staff Accounting Bulletin No. 107, “Share-Based Payment.”

	•		Risk-free interest rate — we estimate the risk-free interest rate using the U.S. Treasury yield curve for periods equal to the expected term of the options in effect at the time of grant.

	•		Dividends — we use an expected dividend yield of zero because we have not declared or paid a cash dividend since July 2001 and we do not have any plans to declare or pay any cash dividends.

��We used the following weighted-average assumptions to estimate the fair value of the options granted for the periods indicated:


	Fiscal Three Months Ended
	March 31,			March 31,
	2010			2009
Expected volatility		67.43	%		68.27	%
Expected term	4.1 years			3.33 years
Risk-free interest rate		1.92	%		1.50	%
Expected dividend yield		0	%		0	%

We estimate the fair value of restricted awards using the market price of our shares on the date of grant. We then recognize the fair value of each restricted award as compensation cost ratably using the straight-line attribution method over the service period (generally the vesting period).

We estimate pre-vesting forfeitures at the time of grant using a combination of historical data and demographic characteristics, and we revise those estimates in subsequent periods if actual forfeitures differ from those estimates. We record share-based compensation expense only for those awards that are expected to vest.

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 company’s EBITDA, as defined in the purchase agreement for this transaction, 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 company’s financial results are included within our Global E&C 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 company’s financial results are included within our Global E&C Group business segment.

3. Investments

Investment in Unconsolidated Affiliates

We own a noncontrolling 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 noncontrolling interest in a project based in Italy which generates earnings from royalty payments linked to the price of natural gas. Based on the outstanding equity interests of these entities, we own 42% of each of the two electric power generation projects in Italy, 39% of the waste-to-energy project and 50% of the wind farm project. We have a notional 85% equity interest in the project in Chile; however, we are not the primary beneficiary as a result of participating rights held by the minority shareholder. In determining that we are not the primary beneficiary, we considered the activities of the project that most significantly impact the project’s economic performance.

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:


	March 31, 2010				December 31, 2009
	Italy Based		Chile Based		Italy Based		Chile Based
	Projects		Project		Projects		Project
Balance Sheet Data :
Current assets	$	289,451	$	46,766	$	325,688	$	46,311
Other assets (primarily buildings and equipment)		601,464		124,990		644,344		127,393
Current liabilities		65,587		41,828		99,111		34,982
Other liabilities (primarily long-term debt)		489,367		56,214		515,424		63,109
Net assets		335,961		73,714		355,497		75,613


	Fiscal Three Months Ended
	March 31, 2010				March 31, 2009
	Italy Based		Chile Based		Italy Based		Chile Based
	Projects		Project		Projects		Project
Income Statement Data:
Total revenues	$	99,638	$	10,623	$	104,074	$	17,812
Gross profit		18,977		4,487		13,154		10,414
Income before income taxes		13,903		4,171		9,983		8,316
Net earnings		7,912		3,462		5,221		6,902

Our equity in the net earnings of these unconsolidated affiliates, which is recorded within other income, net on the consolidated statement of operations, totaled $6,289 and $6,252 for the fiscal three months ended March 31, 2010 and 2009, respectively.

Our investment in these unconsolidated affiliates, which is recorded within investments in and advances to unconsolidated affiliates on the consolidated balance sheet, totaled $210,616 and $215,280 as of March 31, 2010 and December 31, 2009, respectively. There were no distributions received in the fiscal three months ended March 31, 2010 and 2009.

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 and is shared 50/50 with our minority interest partner. We did not have a current payment obligation under this guarantee as of December 31, 2009.

In addition, we have provided a $10,000 debt service reserve letter of credit to cover debt service payments in the event that the Chile based project does not generate sufficient cash flows to make such payments. We are required to maintain the debt service reserve letter of credit during the term of the Chile based project’s debt, which matures in 2014. As of March 31, 2010, no amounts have been drawn under this letter of credit and, based on our current assessment of the situation following the earthquake in Chile (described below), we do not anticipate any amounts being drawn under this letter of credit.

We also have a wholly owned subsidiary that provides operations and maintenance services to the Chile based project. Our fees for the services provided under our operations and maintenance agreement to the Chile based project were $2,461 and $2,136 for the fiscal three months ended March 31, 2010 and 2009, respectively, and were recorded in operating revenues on our consolidated statement of operations. We had a receivable from our unconsolidated affiliate in Chile of $5,942 and $4,916 recorded in trade accounts and notes receivable on our consolidated balance sheet as of March 31, 2010 and December 31, 2009, respectively.

We also have guaranteed the performance obligations of our wholly-owned subsidiary under the Chile based project’s operations and maintenance agreement. The guarantee is limited to $20,000 over the life of the operations and maintenance agreement, which extends through 2016. No amounts have ever been paid under the guarantee.

On February 27, 2010, an earthquake occurred off the coast of Chile, which caused significant damage to our unconsolidated affiliate’s Chile based project. The plant has not operated since that date. We do not yet have a complete assessment of the extent of the damage or an estimate of the required cost of repairs. However, we believe the insurance coverages in effect are sufficient to cover the estimated costs of repairing the facility and to substantially compensate us for the business interruption until normal activities can resume.

Other Investments

We are the majority equity partner and general partner of a gas-fired cogeneration facility in Martinez, California, and we own 100% of the equity in a waste-to-energy facility in Camden, New Jersey. We have determined that these entities are VIEs and that we are the primary beneficiary of these VIEs since we have the power to direct the activities that most significantly impact the VIE’s performance. These activities include the operations and maintenance of the facility. Accordingly, we consolidate these entities. The aggregate net assets of these two entities are presented below.


	March 31,		December 31,
	2010		2009
Balance Sheet Data :
Current assets	$	8,978	$	14,722
Other assets (primarily buildings and equipment)		103,387		104,552
Current liabilities		30,293		31,014
Other liabilities		844		876
Net assets		81,228		87,384

Please see Note 12 for further information on the waste-to-energy facility.

4. Intangible Assets

We have tracked accumulated goodwill impairments since December 29, 2001, the first day of fiscal year 2002 and our date of adoption of the accounting guidelines within FASB ASC 350-20. Net carrying amount of goodwill by geographic region for our reporting units in our Global E&C Group and Global Power Group were as follows:


	Global E&C Group				Global Power Group
	March 31,		December 31,		March 31,		December 31,
	2010		2009		2010		2009
U.S.	$	36,656	$	35,436	$	—	$	—
Asia		1,049		1,012		—		—
Europe		—		—		48,920		52,254

Total	$	37,705	$	36,448	$	48,920	$	52,254

The following table details amounts relating to our identifiable intangible assets:


	March 31, 2010							December 31, 2009
	Gross					Net		Gross					Net
	Carrying		Accumulated			Carrying		Carrying		Accumulated			Carrying
	Amount		Amortization			Amount		Amount		Amortization			Amount
Patents	$	39,002	$	(25,472	)	$	13,530	$	39,304	$	(24,983	)	$	14,321
Trademarks		63,215		(24,981	)		38,234		63,676		(24,487	)		39,189
Customer relationships, pipeline and backlog		21,937		(3,210	)		18,727		21,934		(2,415	)		19,519

Total	$	124,154	$	(53,663	)	$	70,491	$	124,914	$	(51,885	)	$	73,029

As of March 31, 2010, the net carrying amounts of our identifiable intangible assets were $51,556 for our Global Power Group and $18,935 for our Global E&C Group.

Amortization expense related to identifiable intangible assets is recorded within cost of operating revenues on the consolidated statement of operations and totaled $1,778 and $1,229 for the fiscal three months ended March 31, 2010 and 2009, respectively. The following table shows the approximate full year amortization expense in each of the fiscal years 2010 through 2014.


	Approximate
	Amortization
Fiscal Years:	Expense
2010	$	6,700
2011		6,500
2012		6,300
2013		5,600
2014		5,300

5. Long-term Debt

The following table shows the components of our long-term debt:


	March 31, 2010						December 31, 2009
	Current		Long-term		Total		Current		Long-term		Total
Capital Lease Obligations	$	1,471	$	60,162	$	61,633	$	1,492	$	65,327	$	66,819
Special-Purpose Limited Recourse Project Debt:
Camden County Energy Recovery Associates		21,865		—		21,865		21,865		—		21,865
FW Power S.r.l.		6,951		89,513		96,464		7,428		95,661		103,089
Energia Holdings, LLC		3,187		13,239		16,426		3,187		13,239		16,426
Subordinated Robbins Facility Exit Funding Obligations:
1999C Bonds at 7.25% interest, due October 15, 2024		—		1,283		1,283		—		1,283		1,283
Term Loan in China at 4.78% interest, due February 25, 2011		2,198		—		2,198		—		—		—
Term Loan in China at 4.374% interest, due January 8, 2010		—		—		—		2,930		—		2,930
Other		—		—		—		28		—		28

Total	$	35,672	$	164,197	$	199,869	$	36,930	$	175,510	$	212,440

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 Moody’s Investors Service and/or Standard & Poor’s (“S&P”). 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 S&P 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.

The assets and/or stock of certain of our U.S. and non-U.S. subsidiaries collateralize our obligations under our U.S. senior credit agreement. Our U.S. senior credit agreement contains various customary restrictive covenants that generally limit our ability to, among other things, incur additional indebtedness or guarantees, create liens or other encumbrances on property, sell or transfer certain property and thereafter rent or lease such property for substantially the same purposes as the property sold or transferred, enter into a merger or similar transaction, make investments, declare dividends or make other restricted payments, enter into agreements with affiliates that are not on an arms’ length basis, enter into any agreement that limits our ability to create liens or the ability of a subsidiary to pay dividends, engage in any new lines of business, with respect to Foster Wheeler AG, change Foster Wheeler AG’s fiscal year or, with respect to Foster Wheeler Ltd. and one of our holding company subsidiaries, directly acquire ownership of the operating assets used to conduct any business.

In addition, our U.S. senior credit agreement contains financial covenants requiring us not to exceed a total leverage ratio, which compares total indebtedness to EBITDA, as defined in our U.S. senior credit agreement, and to maintain a minimum interest coverage ratio, which compares EBITDA to interest expense. All such terms are defined in our U.S. senior credit agreement. We must be in compliance with the total leverage ratio at all times, while the interest coverage ratio is measured quarterly. We are in compliance with all financial covenants and other provisions of our U.S. senior credit agreement.

We had approximately $288,200 and $308,000 of letters of credit outstanding under this agreement as of March 31, 2010 and December 31, 2009, respectively. The letter of credit fees ranged from 1.50% to 1.60% of the outstanding amount, excluding a fronting fee of 0.125% per annum. There were no funded borrowings under this agreement as of March 31, 2010 or December 31, 2009.

During the fiscal three months ended March 31, 2010, one of our subsidiaries based in China, which is 52% owned by us and which we consolidate into our financial statements, repaid its outstanding term loan at the scheduled maturity date. Also during the fiscal three months ended March 31, 2010, the same China based subsidiary entered into a new term loan for 15 million Chinese Yuan (approximately $2,196 at the exchange rate in effect at the inception of the term loan) with an interest rate of 4.78% and maturity date of February 25, 2011.

The estimated fair values of our long-term debt were $211,600 and $222,165 as of March 31, 2010 and December 31, 2009, respectively. We estimate the fair value of our long-term debt (including current installments) based on the quoted market prices for the same or similar issues or on the current rates offered for debt of the same remaining maturities.

6. 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.

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.

During the fiscal first three months of 2010, we capped pensionable salary growth in the U.K. plan to a maximum of 5% and, effective March 31, 2010, we closed the plan for future defined benefit accrual. As a result of the U.K. plan closure, we recognized a curtailment gain in our statement of operations for the fiscal three months ended March 31, 2010 of approximately £13,300 (approximately $20,100 at the exchange rate in effect for the fiscal three months ended March 31, 2010).

Based on the minimum statutory funding requirements for fiscal year 2010, we are not required to make mandatory contributions to our U.S. pension plans. We made mandatory and discretionary contributions totaling approximately $13,700 to our non-U.S. pension plans, which included discretionary contributions of approximately $7,800, during the fiscal three months ended March 31, 2010. Based on the minimum statutory funding requirements for fiscal year 2010, we expect to make mandatory and discretionary contributions totaling approximately $41,500 to our U.S. and non-U.S. pension plans in fiscal year 2010.

Other Postretirement Benefit Plans— Certain employees in the United States and Canada may become eligible for health care and life insurance benefits (“other postretirement benefits”) if they qualify for and commence normal or early retirement pension benefits as defined in the U.S. and Canadian pension plans while working for us. Additionally, one of our subsidiaries in the United States also has a benefit plan, referred to as the Survivor Income Plan (“SIP”), which provides coverage for an employee’s beneficiary upon the death of the employee. This plan has been closed to new entrants since 1988.

The components of net periodic benefit cost/(credit) for our defined benefit pension plans and other postretirement benefit plans were as follows:


	Fiscal Three Months Ended
	March 31, 2010															March 31, 2009
													Other															Other
	Defined Benefit Pension Plans												Postre-			Defined Benefit Pension Plans												Postre-
	United			United									tirement			United			United									tirement
	States			Kingdom			Other			Total			Benefits			States			Kingdom			Other			Total			Benefits
Net periodic benefit cost/(credit):
Service cost	$	—		$	1,712		$	165		$	1,877		$	34		$	—		$	1,258		$	152		$	1,410		$	35
Interest cost		4,744			10,230			401			15,375			1,207			4,926			9,541			424			14,891			1,154
Expected return on plan assets		(5,012	)		(9,833	)		(335	)		(15,180	)		—			(4,268	)		(7,760	)		(275	)		(12,303	)		—
Amortization of transition (asset)/obligation		—			—			24			24			—			—			(11	)		20			9			—
Amortization of prior service cost/(credit)		—			(430	)		5			(425	)		(996	)		—			1,802			4			1,806			(1,157	)
Amortization of net actuarial loss		1,735			4,055			138			5,928			52			1,877			3,057			115			5,049			245

Net periodic benefit cost/(credit)		1,467			5,734			398			7,599			297			2,535			7,887			440			10,862			277
Curtailment gain*		—			(20,086	)		—			(20,086	)		—			—			—			—			—			—

Total net periodic benefit cost/(credit)	$	1,467		$	(14,352	)	$	398		$	(12,487	)	$	297		$	2,535		$	7,887		$	440		$	10,862		$	277


Changes recognized in comprehensive income:
Net actuarial loss	$	—		$	21,130		$	—		$	21,130		$	—		$	—		$	—		$	—		$	—		$	—
Prior service credit		—			(9,054	)		—			(9,054	)		—			—			—			—			—			—
Amortization of transition asset/(obligation)		—			—			(24	)		(24	)		—			—			11			(20	)		(9	)		—
Amortization of prior service (cost)/credit		—			430			(5	)		425			996			—			(1,802	)		(4	)		(1,806	)		1,157
Amortization of net actuarial loss		(1,735	)		(4,055	)		(138	)		(5,928	)		(52	)		(1,877	)		(3,057	)		(115	)		(5,049	)		(245	)

Total recognized in comprehensive income	$	(1,735	)	$	8,451		$	(167	)	$	6,549		$	944		$	(1,877	)	$	(4,848	)	$	(139	)	$	(6,864	)	$	912


*		Curtailment gain results from the closure of the U.K. pension plan for future benefit accrual.

7. 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	March 31,		December 31,
	Payment	2010		2009
Environmental indemnifications	No limit	$	8,700	$	8,800
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 Three Months Ended
	March 31,			March 31,
Warranty Liability:	2010			2009
Balance at beginning of year	$	110,800		$	99,400
Accruals		6,800			7,300
Settlements		(3,600	)		(500	)
Adjustments to provisions		(11,500	)		(11,300	)

Balance at end of period	$	102,500		$	94,900

We are contingently liable under standby letters of credit, bank guarantees and surety bonds, totaling $960,000 and $943,100 as of March 31, 2010 and December 31, 2009, respectively, primarily for performance guarantees. These balances include the standby letters of credit issued under the U.S. senior credit agreement discussed in Note 5 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 in which we hold a noncontrolling interest. See Note 3 for further information.

8. 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					Location within
	Consolidated	March 31,		December 31,		Consolidated	March 31,		December 31,
	Balance Sheet	2010		2009		Balance Sheet	2010		2009
Derivatives designated as hedging instruments
Interest rate swap contracts	Other assets	$	—	$	—	Other long-term liabilities	$	8,368	$	6,554
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		1,774		1,174	Contracts in process or billings in excess of costs and estimated earnings on uncompleted contracts		4,765		4,934
Foreign currency forward contracts	Other accounts receivable		385		470	Accounts payable		345		246

Total derivatives		$	2,159	$	1,644		$	13,478	$	11,734

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. We further mitigate the risk through the use of foreign currency forward contracts.


	Currency	Hedged Foreign		Notional Amount of		Notional Amount of
	Hedged	Currency Exposure		Forward Buy Contracts		Forward Sell Contracts
Functional	(bought or sold	(in equivalent		(in equivalent		(in equivalent
Currency	forward)	U.S. dollars)		U.S. dollars)		U.S. dollars)
British pound	Euro	$	4,797	$	—	$	4,797
	Australian dollar		11,024		4,497		6,527
	Thai baht		1,860		1,860		—
	U.S. dollar		41,123		4,062		37,061
	South African rand		2,342		—		2,342

Australian dollar	British pound		536		—		536

Chilean peso	Euro		134		—		134

Chinese yuan	Euro		1,029		—		1,029
	U.S. dollar		17,329		10,460		6,869

Euro	U.S. dollar		34,773		4,110		30,663

Polish zloty	Euro		13,887		—		13,887

South African rand	British pound		11,480		11,480		—
	Singapore dollar		12,942		12,942		—

U.S. dollar	Canadian dollar		1,159		1,159		—
	Euro		296		296		—
	British pound		206		206		—
	Singapore dollar		46		46		—

	Total	$	154,963	$	51,118	$	103,845

The notional amount provides one measure of the transaction volume outstanding as of the balance sheet date. Amounts ultimately realized upon final settlement of these financial instruments, along with the gains and losses on the underlying exposures within our long-term contracts, will depend on actual market exchange rates during the remaining life of the instruments. The contracts mature between fiscal years 2010 and 2013.

We are exposed to credit loss in the event of non-performance by the counterparties. These counterparties are commercial banks that are primarily rated “BBB+” or better by Standard & Poor’s (or the equivalent by other recognized credit rating agencies).

Increases in the fair value of the currencies sold forward result in losses while increases in the fair value of the currencies bought forward result in gains. The gain or loss from the portion of the mark-to-market adjustment related to the completed portion of the underlying contract is included in cost of operating revenues at the same time as the underlying foreign currency exposure occurs. The gain or loss from the remaining portion of the mark-to-market adjustment, specifically the portion relating to the uncompleted portion of the underlying contract is reflected directly in cost of operating revenues in the period in which the mark-to-market adjustment occurs. The incremental gain or loss from the remaining uncompleted portion of our contracts was as follows:


		Amount of Gain/(Loss)
		Recognized in
		Income on Derivatives
	Location of Gain/(Loss)	Fiscal Three Months Ended
Derivatives Not Designated as	Recognized in Income on	March 31,			March 31,
Hedging Instruments	Derivative	2010			2009
Foreign currency forward contracts	Cost of operating revenues	$	(1,451	)	$	2,219
Foreign currency forward contracts	Other deductions, net		(188	)		372


Total		$	(1,639	)	$	2,591

The mark-to-market adjustments on foreign currency forward exchange contracts for these unrealized gains or losses are primarily recorded in either contracts in process or billings in excess of costs and estimated earnings on uncompleted contracts on the consolidated balance sheet.

During the fiscal three months ended March 31, 2010 and 2009, we included net cash outflows on the settlement of derivatives of $2,548 and $9,743, respectively, within the “net change in contracts in process and billings in excess of costs and estimated earnings on uncompleted contracts,” a component of cash flows from operating activities in the consolidated statement of cash flows.

Interest Rate Risk

We use interest rate swap contracts to manage interest rate risk associated with some of our variable rate special-purpose limited recourse project debt. The aggregate notional amount of the receive-variable/pay-fixed interest rate swaps was $79,700 as of March 31, 2010.

Upon entering into the swap contracts, we designate the interest rate swaps as cash flow hedges. We assess at inception, and on an ongoing basis, whether the interest rate swaps are highly effective in offsetting changes in the cash flows of the project debt. Consequently, we record the fair value of interest rate swap contracts in our consolidated balance sheet at each balance sheet date. Changes in the fair value of the interest rate swap contracts are recorded as a component of other comprehensive income.

Location of

Amount of

Gain/(Loss)

Amount of

Gain/(Loss)

Reclassified from

Gain/(Loss)

Recognized in

Accumulated

Reclassified from

Derivatives in

Other

Accumulated Other

Cash Flow Hedging

Comprehensive

Comprehensive Loss

Relationships

Income

Loss into Loss

into Loss

Fiscal Three Months Ended March 31, 2010

Interest rate swap contracts

(1,814

)

Interest expense

—

Fiscal Three Months Ended March 31, 2009

Interest rate swap contracts

(1,833

)

Interest expense

—

The unrealized loss balances recognized in other comprehensive income on interest rate swap contracts of $1,814 and $1,833 do not include the related tax benefits of $499 and $504 for the fiscal three months ended March 31, 2010 and 2009, respectively.

9. 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 $4,602 and $5,354 was charged against income for the fiscal three months ended March 31, 2010 and 2009, respectively. The related income tax benefit recognized in the consolidated statement of operations was $99 and $108 for the fiscal three months ended March 31, 2010 and 2009, respectively. We received $2,034 in cash from stock option exercises under our share-based compensation plans for the fiscal three months ended March 31, 2010. There were no option exercises under our share-based compensation plans for the fiscal three months ended March 31, 2009.

As of March 31, 2010, we had $18,694 and $17,326 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 26.5 months.

Our share-based compensation plans include a “change in control” provision, which provides for cash redemption of equity awards issued thereunder 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 three months ended March 31, 2010 and 2009 were as follows:


	March 31,			March 31,
	2010			2009
Balance at beginning of year	$	2,570		$	7,586
Compensation cost during the period for those equity awards with intrinsic value on the grant date		2,279			2,754
Intrinsic value of equity awards vested during the period for those equity awards with intrinsic value on the grant date		(20	)		(4,572	)

Balance at end of period	$	4,829		$	5,768

Our articles of association provide for conditional capital of 63,207,957 registered shares for the issuance of shares under our share-based compensation plans, outstanding share purchase warrants and other convertible securities we may issue in the future. Conditional capital decreases upon issuance of shares in connection with the exercise of outstanding stock options or vesting of restricted stock units, with an offsetting increase to our issued share capital. As of March 31, 2010, our remaining available conditional capital was 62,135,022 shares.

10. Income Taxes

The tax provision for each year-to-date period is calculated by multiplying pretax income by the estimated annual effective tax rate for such period. Our effective tax rate can fluctuate significantly from period to period and may differ significantly from the U.S. federal statutory rate as a result of income taxed in various non-U.S. jurisdictions with rates different from the U.S. statutory rate, as a result of our inability to recognize a tax benefit for losses generated by certain unprofitable operations and as a result of the varying mix of income earned in the jurisdictions in which we operate. 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. In periods when operating units subject to a valuation allowance generate pretax earnings, the corresponding reduction in the valuation allowance favorably impacts our effective tax rate. Conversely, in periods when operating units subject to a valuation allowance generate pretax losses, the corresponding increase in the valuation allowance has an unfavorable impact on our effective tax rate.

Fiscal Year 2010

Our effective tax rate for the fiscal first three months of 2010 was lower than the U.S. statutory rate of 35% due principally to the net impact of the following:

	•		Income earned in tax jurisdictions with tax rates lower than the U.S. statutory rate, which is expected to contribute to an approximate 19-percentage point reduction in the effective tax rate for the full year 2010.

	•		A valuation allowance increase because we are unable to recognize a tax benefit for losses subject to valuation allowance in certain jurisdictions (primarily the United States), which is expected to contribute an approximate five-percentage point increase in the effective tax rate for the full year 2010.

Fiscal Year 2009

Our effective tax rate for the fiscal three months ended March 31, 2009 was lower than the U.S. statutory rate of 35% due principally to the impact of the following:

	•		Income earned in tax jurisdictions with tax rates lower than the U.S. statutory rate, which contributed to an approximate 19-percentage point reduction in the effective tax rate; and

	•		A valuation allowance increase because we were unable to recognize a tax benefit for losses subject to valuation allowance in certain jurisdictions (primarily the United States), which contributed to an approximate five-percentage point increase in the effective tax rate.

These variances were partially offset by losses in certain other jurisdictions for which no benefit was recognized (a valuation allowance is established) and other permanent differences.

We evaluate, on a quarterly basis, the need for the valuation allowances against deferred tax assets in those jurisdictions in which we currently maintain a valuation allowance. Such evaluation includes a review of all available evidence, both positive and negative, in determining whether a valuation allowance is necessary.

Our subsidiaries file income tax returns in numerous tax jurisdictions, including the United States, several U.S. states and numerous non-U.S. jurisdictions around the world. Tax returns are also filed in jurisdictions where our subsidiaries execute project-related work. The statute of limitations varies by jurisdiction. Because of the number of jurisdictions in which we file tax returns, in any given year the statute of limitations in a number of jurisdictions may expire within 12 months from the balance sheet date. As a result, we expect recurring changes in unrecognized tax benefits due to the expiration of the statute of limitations, none of which are expected to be individually significant. With few exceptions, we are no longer subject to U.S. (including federal, state and local) or non-U.S. income tax examinations by tax authorities for years before fiscal year 2005.

A number of tax years are under audit by the relevant state and non-U.S. tax authorities. We anticipate that several of these audits may be concluded in the foreseeable future, including in fiscal year 2010. Based on the status of these audits, it is reasonably possible that the conclusion of the audits may result in a reduction of unrecognized tax benefits. However, it is not possible to estimate the magnitude of any such reduction at this time.

We recognize interest accrued on the unrecognized tax benefits in interest expense and penalties on the unrecognized tax benefits in other deductions, net on our consolidated statement of operations. During the fiscal three months ended March 31, 2010, we recorded a net increase of interest expense of $942, which included $4 of previously accrued interest expense that was ultimately not assessed and net reduction of penalties on unrecognized tax benefits of $101 which included $123 of previously accrued tax penalties that were ultimately not assessed. During the fiscal three months ended March 31, 2009, we recorded a net reduction of interest expense of $62, which included $499 of previously accrued interest expense that was ultimately not assessed and a net reduction of penalties on unrecognized tax benefits of $102, which included $577 of previously accrued tax penalties that were ultimately not assessed.

11. Business Segments

We operate through two business groups: ourGlobal E&C Groupand ourGlobal Power Group.

Global E&C Group

Our Global E&C 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 E&C 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 E&C Group generates revenues from design, 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 E&C 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 E&C 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 Group’s 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 generators:

	•		Designs, manufactures and installs auxiliary and replacement equipment for utility power and industrial facilities, including surface condensers, feed water heaters, coal pulverizers, steam generator coils and panels, biomass gasifiers, and replacement parts for steam generators.

	•		Nitrogen-oxide (“NO_x”) reduction systems and components for pulverized coal steam generators such as selective catalytic reduction systems, low NO_x combustion systems, low NO_x burners, primary combustion and overfire air systems and components, fuel and combustion air measuring and control systems and components.

	•		A broad range of site services including construction and erection services, maintenance engineering, steam generator upgrading and life extension, and plant repowering.

	•		Research and development in the areas of combustion, fluid and gas dynamics, heat transfer, materials and solid mechanics.

	•		Technology licenses to other steam generator suppliers in select countries.

Corporate and Finance Group

In addition to these two business groups, which also represent operating segments for financial reporting purposes, we report corporate center expenses, our captive insurance operation and expenses related to certain legacy liabilities, such as asbestos, in the Corporate and Finance Group (“C&F Group”), which we also treat as an operating segment for financial reporting purposes.

EBITDA is the primary measure of operating performance used by our chief operating decision maker. We define EBITDA as net income attributable to Foster Wheeler AG before interest expense, income taxes, depreciation and amortization.

A reconciliation of EBITDA to net income attributable to Foster Wheeler AG is shown below:


			Global		Global		C&F
	Total		E&C Group		Power Group		Group⁽¹⁾
Fiscal Three Months Ended March 31, 2010:
Operating revenues (third-party)	$	945,573	$	779,684	$	165,889	$	—

EBITDA⁽²⁾	$	111,280	$	99,933	$	29,883	$	(18,536	)

Add: Net income attributable to noncontrolling interests		3,306
Less: Interest expense		4,551
Less: Depreciation and amortization		13,059

Income before income taxes		96,976
Less: Provision for income taxes		21,610

Net income		75,366
Less: Net income attributable to noncontrolling interests		3,306

Net income attributable to Foster Wheeler AG	$	72,060


Fiscal Three Months Ended March 31, 2009:
Operating revenues (third-party)	$	1,264,523	$	952,412	$	312,111	$	—

EBITDA⁽³⁾	$	105,584	$	81,282	$	48,783	$	(24,481	)

Add: Net income attributable to noncontrolling interests		1,509
Less: Interest expense		4,167
Less: Depreciation and amortization		10,551

Income before income taxes		92,375
Less: Provision for income taxes		18,003

Net income		74,372
Less: Net income attributable to noncontrolling interests		1,509

Net income attributable to Foster Wheeler AG	$	72,863


⁽¹⁾		Includes general corporate income and expense, our captive insurance operation and the elimination of transactions and balances related to intercompany interest.

⁽²⁾		Includes in the fiscal three months ended March 31, 2010: increased contract profit of $13,100 from the regular revaluation of final estimated contract profit: $9,200 in our Global E&C Group and $3,900 in our Global Power Group; $20,100 curtailment gain in our Global E&C Group on the closure of the U.K. pension plan for future defined benefit accrual; and a net gain of $700 in our C&F Group on the revaluation* of our asbestos liability and related asset.

⁽³⁾		Includes in the fiscal three months ended March 31, 2009: increased contract profit of $3,300 from the regular revaluation of final estimated contract profit*: $3,100 in our Global E&C Group and $200 in our Global Power Group; and a net provision of $1,800 in our C&F Group on the revaluation of our asbestos liability and related asset.

*		Please refer to “Revenue Recognition on Long-Term Contracts” in Note 1 for further information regarding changes in our final estimated contract profit.

**		Please refer to Note 12 for further information regarding the revaluation of our asbestos liability and related asset.

The accounting policies of our business segments are the same as those described in our summary of significant accounting policies. The only significant intersegment transactions relate to interest on intercompany balances. We account for interest on those arrangements as if they were third party transactions—i.e. at current market rates, and we include the elimination of that activity in the results of the C&F Group.

Operating revenues by industry were as follows:


	Fiscal Three Months Ended
	March 31,		March 31,
Operating Revenues (Third-Party) by Industry:	2010		2009
Power generation	$	155,180	$	299,297
Oil refining		315,838		300,115
Pharmaceutical		12,597		15,370
Oil and gas		297,622		289,866
Chemical/petrochemical		132,107		333,040
Power plant operation and maintenance		24,322		24,093
Environmental		3,124		3,796
Other, net of eliminations		4,783		(1,054	)

Total	$	945,573	$	1,264,523

12. 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 Three Months Ended
	March 31,			March 31,
	2010			2009
Open claims at beginning of year		125,100			130,760
New claims		1,210			1,300
Claims resolved		(880	)		(1,050	)

Open claims at end of period		125,430			131,010

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 the fiscal first quarter of 2025. 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.


	March 31,		December 31,
	2010		2009
Asbestos-related assets recorded within:
Accounts and notes receivable-other	$	65,400	$	65,600
Asbestos-related insurance recovery receivable		203,700		208,400

Total asbestos-related assets	$	269,100	$	274,000


Asbestos-related liabilities recorded within:
Accrued expenses	$	58,600	$	59,800
Asbestos-related liability		305,900		316,700

Total asbestos-related liabilities	$	364,500	$	376,500

Since fiscal year-end 2004, we have worked with Analysis, Research & Planning Corporation, or ARPC, nationally recognized consultants in the United States with respect to projecting asbestos liabilities, to estimate the amount of asbestos-related indemnity and defense costs at year-end for the next 15 years. Based on its review of fiscal year 2009 activity, ARPC recommended that the assumptions used to estimate our future asbestos liability be updated as of fiscal year end 2009. Accordingly, we developed a revised estimate of our aggregate indemnity and defense costs through fiscal year end 2024 considering the advice of ARPC. In fiscal year 2009, we revalued our liability for asbestos indemnity and defense costs through fiscal year end 2024 to $376,500, which brought our liability to a level consistent with ARPC’s reasonable best estimate. Our estimated asbestos liability decreased during the fiscal three months ended March 31, 2010 as a result of payments totaling approximately $15,500, partially offset by an increase of $3,500 related to the rolling 15-year asbestos-related liability estimate.

The amount paid for asbestos litigation, defense and case resolution was $15,500 and $20,600 for the fiscal first three months of 2010 and 2009, respectively. During the fiscal first three months of 2010 and 2009, we had net cash outflows of approximately $6,400 in both periods, resulting from asbestos liability indemnity and defense costs payments in excess of insurance settlement proceeds. Through March 31, 2010, total cumulative indemnity costs paid were approximately $701,700 and total cumulative defense costs paid were approximately $321,600.

As of March 31, 2010, total asbestos-related liabilities were comprised of an estimated liability of $136,500 relating to open (outstanding) claims being valued and an estimated liability of $228,000 relating to future unasserted claims through the fiscal first quarter of 2025.

Our liability estimate is based upon the following information and/or assumptions: number of open claims, forecasted number of future claims, estimated average cost per claim by disease type — mesothelioma, lung cancer and non-malignancies — and the breakdown of known and future claims into disease type — mesothelioma, lung cancer or non-malignancies. The total estimated liability, which has not been discounted for the time value of money, includes both the estimate of forecasted indemnity amounts and forecasted defense costs. Total defense costs and indemnity liability payments are estimated to be incurred through the fiscal first quarter of 2025, during which period the incidence of new claims is forecasted to decrease each year. We believe that it is likely that there will be new claims filed after the fiscal first quarter of 2025, but in light of uncertainties inherent in long-term forecasts, we do not believe that we can reasonably estimate the indemnity and defense costs that might be incurred after the fiscal first quarter of 2025. Historically, defense costs have represented approximately 31.4% of total defense and indemnity costs.

The overall historic average combined indemnity and defense cost per resolved claim through March 31, 2010 has been approximately $2.9. The average cost per resolved claim is increasing and we believe it will continue to increase in the future.

The asbestos-related asset recorded within accounts and notes receivable-other as of March 31, 2010 reflects amounts due in the next 12 months under executed settlement agreements with insurers and does not include any estimate for future settlements. The recorded asbestos-related insurance recovery receivable includes an estimate of recoveries from insurers in the unsettled insurance coverage litigation (referred to below) based upon the application of New Jersey law to certain insurance coverage issues and assumptions relating to cost allocation and other factors as well as an estimate of the amount of recoveries under existing settlements with other insurers. Such amounts have not been discounted for the time value of money.

Since fiscal year-end 2005, we have worked with Peterson Risk Consulting LLC, nationally recognized experts in the United States with respect to the estimation of insurance recoveries, to review our estimate of the value of the settled insurance asset and assist in the estimation of our unsettled asbestos insurance asset. Based on insurance policy data, historical claim data, future liability estimates including the expected timing of payments and allocation methodology assumptions we provided them, Peterson Risk Consulting LLC provided an analysis of the unsettled insurance asset as of December 31, 2009. We utilized that analysis to determine our estimate of the value of the unsettled insurance asset as of March 31, 2010.

As of March 31, 2010, we estimated the value of our unsettled asbestos insurance asset related to ongoing litigation in New York state court with our subsidiaries’ insurers at $3,700. The litigation relates to the amounts of insurance coverage available for asbestos-related claims and the proper allocation of the coverage among our subsidiaries’ various insurers and our subsidiaries as self-insurers. We believe that any amounts that our subsidiaries might be allocated as self-insurer would be immaterial.

An adverse outcome in the pending insurance litigation described above could limit our remaining insurance recoveries and result in a reduction in our insurance asset. However, a favorable outcome in all or part of the litigation could increase remaining insurance recoveries above our current estimate. If we prevail in whole or in part in the litigation, we will re-value our asset relating to remaining available insurance recoveries based on the asbestos liability estimated at that time.

Over the last several years, certain of our subsidiaries have entered into settlement agreements calling for insurers to make lump-sum payments, as well as payments over time, for use by our subsidiaries to fund asbestos-related indemnity and defense costs and, in certain cases, for reimbursement for portions of out-of-pocket costs previously incurred.

In the fiscal three months ended March 31, 2010, our subsidiaries reached an agreement to settle their disputed asbestos-related insurance coverage with an additional insurer. As a result of this settlement, we increased our asbestos-related insurance asset and recorded a gain of $4,000 in the fiscal three months ended March 31, 2010.

We intend to continue to attempt to negotiate additional settlements with insurers where achievable on a reasonable basis in order to minimize the amount of future costs that we would be required to fund out of the cash flows generated from our operations. Unless we settle with the remaining insurers at recovery amounts significantly in excess of our current estimate, it is likely that the amount of our insurance settlements will not cover all future asbestos-related costs and we will be required to fund a portion of such future costs, which will reduce our cash flows and working capital.

In fiscal year 2006, we were successful in our appeal of a New York state trial court decision that previously had held that New York, rather than New Jersey, law applies in the above coverage litigation with our subsidiaries’ insurers, and as a result, we increased our insurance asset and recorded a gain of $19,500. On February 13, 2007, our subsidiaries’ insurers were granted permission by the appellate court to appeal the decision to the New York Court of Appeals, the state’s highest court. On October 11, 2007, the New York Court of Appeals upheld the appellate court decision in our favor.

Even if the coverage litigation is resolved in a manner favorable to us, our insurance recoveries (both from the litigation and from settlements) may be limited by insolvencies among our insurers. We have not assumed recovery in the estimate of our asbestos insurance asset from any of our currently insolvent insurers. Other insurers may become insolvent in the future and our insurers may fail to reimburse amounts owed to us on a timely basis. Failure to realize the expected insurance recoveries, or delays in receiving material amounts from our insurers, could have a material adverse effect on our financial condition and our cash flows.

Based on the fiscal year-end 2009 liability estimate, an increase of 25% in the average per claim indemnity settlement amount would increase the liability by $57,500 and the impact on expense would be dependent upon available additional insurance recoveries. Assuming no change to the assumptions currently used to estimate our insurance asset, this increase would result in a charge in the statement of operations in the range of approximately 70% to 80% of the increase in the liability. Long-term cash flows would ultimately change by the same amount. Should there be an increase in the estimated liability in excess of this 25%, the percentage of that increase that would be expected to be funded by additional insurance recoveries will decline.

During the fiscal three months ended March 31, 2010, we recognized a net gain of $700 on the revaluation of our asbestos liability and related asset resulting from the gain of $4,000 on the settlement of coverage litigation with an asbestos insurance carrier, noted above, partially offset by an increase in our provision related to the revaluation of our asbestos liability and related asset resulting from our rolling 15-year asbestos liability estimate.

During the fiscal first three months of 2010, we had net cash outflows of approximately $6,400 resulting from asbestos liability indemnity and defense costs payments in excess of insurance settlement proceeds. We expect to have net cash inflows of $5,600 as a result of insurance settlement proceeds in excess of the asbestos liability indemnity and defense costs for the full fiscal year 2010. This estimate assumes no additional settlements with insurance companies or elections by us to fund additional payments. As we continue to collect cash from insurance settlements and assuming no increase in our asbestos-related insurance liability or any future insurance settlements, the asbestos-related insurance receivable recorded on our consolidated balance sheet will continue to decrease.

The estimate of the liabilities and assets related to asbestos claims and recoveries is subject to a number of uncertainties that may result in significant changes in the current estimates. Among these are uncertainties as to the ultimate number and type of claims filed, the amounts of claim costs, the impact of bankruptcies of other companies with asbestos claims, uncertainties surrounding the litigation process from jurisdiction to jurisdiction and from case to case, as well as potential legislative changes. Increases in the number of claims filed or costs to resolve those claims could cause us to increase further the estimates of the costs associated with asbestos claims and could have a material adverse effect on our financial condition, results of operations and cash flows.

United Kingdom

Some of our subsidiaries in the United Kingdom have also received claims alleging personal injury arising from exposure to asbestos. To date, 942 claims have been brought against our U.K. subsidiaries of which 366 remained open as of March 31, 2010. None of the settled claims has resulted in material costs to us.

As of March 31, 2010, we recorded total liabilities of $35,600 comprised of an estimated liability relating to open (outstanding) claims of $8,500 and an estimated liability relating to future unasserted claims through the fiscal first quarter of 2025 of $27,100. Of the total, $3,200 was recorded in accrued expenses and $32,400 was recorded in asbestos-related liability on the consolidated balance sheet. An asset in an equal amount was recorded for the expected U.K. asbestos-related insurance recoveries, of which $3,200 was recorded in accounts and notes receivable-other and $32,400 was recorded as asbestos-related insurance recovery receivable on the consolidated balance sheet. The liability estimates are based on a U.K. House of Lords judgment that pleural plaque claims do not amount to a compensable injury and accordingly, we have reduced our liability assessment. If this ruling is reversed by legislation, the total asbestos liability and related asset recorded in the U.K. would be approximately $53,100.

Project Claims

In the ordinary course of business, we are parties to litigation involving clients and subcontractors arising out of project contracts. Such litigation includes claims and counterclaims by and against us for canceled contracts, for additional costs incurred in excess of current contract provisions, as well as for back charges for alleged breaches of warranty and other contract commitments. If we were found to be liable for any of the claims/counterclaims against us, we would incur a charge against earnings to the extent a reserve had not been established for the matter in our accounts or if the liability exceeds established reserves.

Due to the inherent commercial, legal and technical uncertainties underlying the estimation of all of the project claims described herein, the amounts ultimately realized or paid by us could differ materially from the balances, if any, included in our financial statements, which could result in additional material charges against earnings, and which could also materially adversely impact our financial condition and cash flows.

Power Plant Arbitration — Eastern Europe

In June 2006, we commenced arbitration against a client seeking final payment for our services in connection with two power plants that we designed and built in Eastern Europe. The dispute primarily concerns whether we were liable to the client for liquidated damages (“LDs”) under the contract for delayed completion of the projects. The client contends that it was owed LDs, limited under the contract at approximately €37,600 (approximately $54,200 at the exchange rate in effect as of December 31, 2009), and was retaining as security for these LDs approximately €22,000 (approximately $31,700 at the exchange rate in effect as of December 31, 2009) in contract payments otherwise due to us for work performed. The client contends that it was owed an additional €6,900 (approximately $9,900 at the exchange rate in effect as of December 31, 2009) for the cost of consumable materials it had to incur due to the extended commissioning period on both projects, the cost to relocate a piece of equipment on one of the projects and the cost of various warranty repairs and punch list work. We were seeking payment of the €22,000 (approximately $31,700 at the exchange rate in effect as of December 31, 2009 and which was recorded within contracts in process on the consolidated balance sheet) in retention that was being held by the client for LDs, plus approximately €4,900 (approximately $7,100 at the exchange rate in effect as of December 31, 2009) in interest on the retained funds, as well as approximately €9,100 (approximately $13,100 at the exchange rate in effect as of December 31, 2009) in additional compensation for extra work performed beyond the original scope of the contracts and the client’s failure to procure the required property insurance for the project, which should have provided coverage for some of the damages we incurred on the project related to turbine repairs. In October 2008, a liability award by the arbitration panel in our favor was received. The award included amounts that were “fixed” and amounts that required substantiation at a hearing on damages. The damage hearing took place in September 2009. In February 2010, we received the arbitration panel’s award which was reflected in our consolidated financial statements in our annual report on Form 10-K for the fiscal year ended December 31, 2009.

Power Plant Dispute — Ireland

In 2006, a dispute arose with a client because of material corrosion that occurred at two power plants we designed and built in Ireland, which began operation in December 2005 and June 2006. There was also corrosion that occurred to subcontractor-provided emissions control equipment and induction fans at the back-end of the power plants which is due principally to the low set point temperature design of the emissions control equipment that was set by our subcontractor. We have identified technical solutions to resolve the boiler tube corrosion and emissions control equipment corrosion and during the fiscal fourth quarter of 2008 entered into a settlement with the client under which we are implementing the technical solutions in exchange for a full release of all claims related to the corrosion (including a release from the client’s right under the original contract to reject the plants under our availability guaranty) and the client’s agreement to share the cost of the ameliorative work related to the boiler tube corrosion. Accordingly, the client withdrew its notice of arbitration that was originally filed in May 2008.

Between fiscal year 2006 and the end of fiscal year 2008, we recorded charges totaling $61,700 in relation to this project. The implementation of the technical solutions is anticipated to be completed in 2011.

Power Plant Arbitration — North America

In January 2010, we commenced arbitration against our client in connection with a power plant project in Louisiana seeking, among other relief, a declaration as to our rights under our purchase order with respect to $17,800 in retention monies and an $82,000 letter of credit held by the client. The purchase order was for the supply of two boilers and ancillary equipment for the project. The project was substantially completed and released for commercial operation in February 2010. Our client is the project’s engineering, procurement and construction contractor. Under the terms of the purchase order, significant reductions to the retention and letter of credit monies are to occur upon the project’s achievement of substantial completion, which has been delayed due to failures on our client’s part to properly manage and execute the project. The client has taken the position that we are responsible for the project’s delays and, subsequent to service of our arbitration demand, has served its own arbitration demand, seeking to assess us with all associated late substantial completion liquidated damages under our purchase order, together with liquidated damages for alleged late material and equipment deliveries, and backcharges for corrective work and other damages arising out of allegedly defective materials and equipment delivered by us. The client contends it is owed in excess of $50,000 under our purchase order as a result of our alleged failures. There is a risk that the client will attempt to call all or part of the letter of credit during the pendency of the proceeding. We are of the opinion that any such call would be wrongful and entitle us to seek return of the funds and any other damages arising out of the call. We cannot predict the ultimate outcome of this dispute at this time.

Camden County Waste-to-Energy Project

One of our project subsidiaries, Camden County Energy Recovery Associates, LP (“CCERA”) owns and operates a waste-to-energy facility in Camden County, New Jersey (the “Project”). The Pollution Control Finance Authority of Camden County (“PCFA”) issued bonds to finance the construction of the Project and to acquire a landfill for Camden County’s use. Pursuant to a loan agreement between the PCFA and CCERA, proceeds from the bonds were loaned by the PCFA to CCERA and used by CCERA to finance the construction of the facility. Accordingly, the proceeds of this loan were recorded as debt on CCERA’s balance sheet and, therefore, are included in our consolidated balance sheet. CCERA’s obligation to service the debt incurred pursuant to the loan agreement is limited to depositing all tipping fees and electric revenues received with the trustee of the PCFA bonds. The trustee is required to pay CCERA its service fees prior to servicing the PCFA bonds. CCERA has no other debt repayment obligations under the loan agreement with the PCFA.

In 1997, the United States Supreme Court effectively invalidated New Jersey’s long-standing municipal solid waste flow rules and regulations, eliminating the guaranteed supply of municipal solid waste to the Project with its corresponding tipping fee revenue. As a result, tipping fees have been reduced to market rate in order to provide a steady supply of fuel to the Project. Since the ruling, those market-based revenues have not been, and are not expected to be, sufficient to service the debt on outstanding bonds issued by the PCFA to finance the construction of the Project.

In 1998, CCERA filed suit against the PCFA and other parties seeking, among other things, to void the applicable contracts and agreements governing the Project (Camden County Energy Recovery Assoc. v. N.J. Department of Environmental Protection, et al., Superior Court of New Jersey, Mercer County, L-268-98). Since 1999, the State of New Jersey has provided subsidies sufficient to ensure the payment of each of the PCFA’s debt service payments as they became due, but the State’s currently proposed budget includes an appropriation that would not be sufficient to make the full debt service payment due in December 2010. The bonds outstanding in connection with the Project were issued by the PCFA, not by us or CCERA, and the bonds are not guaranteed by either us or CCERA. In the litigation, the defendants have asserted, among other things, that an equitable portion of the outstanding debt on the Project should be allocated to CCERA even though CCERA did not guarantee the bonds.

At this time, we cannot determine the ultimate outcome of the foregoing and the potential effects on CCERA and the Project. If the State of New Jersey were to fail to subsidize the debt service, and there were to be a default on a debt service payment, the bondholders might proceed to attempt to exercise their remedies, by among other things, seizing the collateral securing the bonds. We do not believe this collateral includes CCERA’s plant.

Environmental Matters

CERCLA and Other Remedial Matters

Under U.S. federal statutes, such as the Resource Conservation and Recovery Act, Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (“CERCLA”), the Clean Water Act and the Clean Air Act, and similar state laws, the current owner or operator of real property and the past owners or operators of real property (if disposal of toxic or hazardous substances took place during such past ownership or operation) may be jointly and severally liable for the costs of removal or remediation of toxic or hazardous substances on or under their property, regardless of whether such materials were released in violation of law or whether the owner or operator knew of, or was responsible for, the presence of such substances. Moreover, under CERCLA and similar state laws, persons who arrange for the disposal or treatment of hazardous or toxic substances may also be jointly and severally liable for the costs of the removal or remediation of such substances at a disposal or treatment site, whether or not such site was owned or operated by such person, which we refer to as an off-site facility. Liability at such off-site facilities is typically allocated among all of the financially viable responsible parties based on such factors as the relative amount of waste contributed to a site, toxicity of such waste, relationship of the waste contributed by a party to the remedy chosen for the site and other factors.

We currently own and operate industrial facilities and we have also transferred our interests in industrial facilities that we formerly owned or operated. It is likely that as a result of our current or former operations, hazardous substances have affected the facilities or the real property on which they are or were situated. We also have received and may continue to receive claims pursuant to indemnity obligations from the present owners of facilities we have transferred, which claims may require us to incur costs for investigation and/or remediation.

We are currently engaged in the investigation and/or remediation under the supervision of the applicable regulatory authorities at two of our or our subsidiaries’ former facilities (including Mountain Top, which is described below). In addition, we sometimes engage in investigation and/or remediation without the supervision of a regulatory authority. Although we do not expect the environmental conditions at our present or former facilities to cause us to incur material costs in excess of those for which reserves have been established, it is possible that various events could cause us to incur costs materially in excess of our present reserves in order to fully resolve any issues surrounding those conditions. Further, no assurance can be provided that we will not discover additional environmental conditions at our currently or formerly owned or operated properties, or that additional claims will not be made with respect to formerly owned properties, requiring us to incur material expenditures to investigate and/or remediate such conditions.

We have been notified that we are a potentially responsible party (“PRP”) under CERCLA or similar state laws at three off-site facilities. At each of these sites, our liability should be substantially less than the total site remediation costs because the percentage of waste attributable to us compared to that attributable to all other PRPs is low. We do not believe that our share of cleanup obligations at any of the off-site facilities as to which we have received a notice of potential liability will exceed $500 in the aggregate. We have also received and responded to a request for information from the United States Environmental Protection Agency (“USEPA”) regarding a fourth off-site facility. We do not know what, if any, further actions USEPA may take regarding this fourth off-site facility.

Mountain Top

In February 1988, one of our subsidiaries, Foster Wheeler Energy Corporation (“FWEC”), entered into a Consent Agreement and Order with the USEPA and the Pennsylvania Department of Environmental Protection (“PADEP”) regarding its former manufacturing facility in Mountain Top, Pennsylvania. The order essentially required FWEC to investigate and remediate as necessary contaminants, including trichloroethylene (“TCE”), in the soil and groundwater at the facility. Pursuant to the order, in 1993 FWEC installed a “pump and treat” system to remove TCE from the groundwater. It is not possible at the present time to predict how long FWEC will be required to operate and maintain this system.

In the fall of 2004, FWEC sampled the private domestic water supply wells of certain residences in Mountain Top and identified approximately 30 residences whose wells contained TCE at levels in excess of Safe Drinking Water Act standards. The subject residences are located approximately one mile to the southwest of where the TCE previously was discovered in the soils at the former FWEC facility. Since that time, FWEC, USEPA, and PADEP have cooperated in responding to the foregoing. Although FWEC believed the evidence available was not sufficient to support a determination that FWEC was responsible for the TCE in the residential wells, FWEC immediately provided the affected residences with bottled water, followed by water filters, and, pursuant to a

settlement agreement with USEPA, it hooked them up to the public water system. Pursuant to an amendment of the settlement agreement, FWEC subsequently agreed with USEPA to arrange and pay for the hookup of approximately five additional residences, even though TCE has not been detected in the wells at those residences. FWEC is incurring costs related to public outreach and communications in the affected area, and it may be required to pay the agencies’ costs in overseeing and responding to the situation. FWEC will incur further costs in connection with a Remedial Investigation / Feasibility Study (“RI/FS”) that in March 2009 it agreed to conduct, which RI/FS is likely to include, among other things, continuing to monitor the groundwater in the area of the affected residences. In April 2009, USEPA proposed for listing on the National Priorities List (“NPL”) an area consisting of its former manufacturing facility and the affected residences, but it also stated that the proposed listing may not be finalized if FWEC complies with its agreement to conduct the RI/FS. FWEC submitted comments opposing the proposed listing. FWEC has accrued its best estimate of the cost of the foregoing and it reviews this estimate on a quarterly basis.

Other costs to which FWEC could be exposed could include, among other things, FWEC’s counsel and consulting fees, further agency oversight and/or response costs, costs and/or exposure related to potential litigation, and other costs related to possible further investigation and/or remediation. At present, it is not possible to determine whether FWEC will be determined to be liable for some or all of the items described in this paragraph or to reliably estimate the potential liability associated with the items. If one or more third-parties are determined to be a source of the TCE, FWEC will evaluate its options regarding the potential recovery of the costs FWEC has incurred, which options could include seeking to recover those costs from those determined to be a source.

Other Environmental Matters

Our operations, especially our manufacturing and power plants, are subject to comprehensive laws adopted for the protection of the environment and to regulate land use. The laws of primary relevance to our operations regulate the discharge of emissions into the water and air, but can also include hazardous materials handling and disposal, waste disposal and other types of environmental regulation. These laws and regulations in many cases require a lengthy and complex process of obtaining licenses, permits and approvals from the applicable regulatory agencies. Noncompliance with these laws can result in the imposition of material civil or criminal fines or penalties. We believe that we are in substantial compliance with existing environmental laws. However, no assurance can be provided that we will not become the subject of enforcement proceedings that could cause us to incur material expenditures. Further, no assurance can be provided that we will not need to incur material expenditures beyond our existing reserves to make capital improvements or operational changes necessary to allow us to comply with future environmental laws.

With regard to the foregoing, the waste-to-energy facility operated by our CCERA project subsidiary is subject to certain revisions to New Jersey’s mercury air emission regulations. The revisions make CCERA’s mercury control requirements more stringent, especially when the last phase of the revisions becomes effective in 2012. CCERA’s management believes that the data generated during recent stack testing tends to indicate that the facility will be able to comply with even the most stringent of the regulatory revisions without installing additional control equipment. Even if the equipment had to be installed, CCERA could assert that the project’s sponsor would be responsible to pay for the equipment. However, the sponsor may not have sufficient funds to do so or may assert that it is not so responsible. Estimates of the cost of installing the additional control equipment are approximately $30,000 based on our last assessment.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (amounts in thousands of dollars, except share data and per share amounts)

The following is management’s discussion and analysis of certain significant factors that have affected our financial condition and results of operations for the periods indicated below. This discussion and analysis should be read in conjunction with our consolidated financial statements and notes thereto included in this quarterly report on Form 10-Q and our annual report on Form 10-K for the fiscal year ended December 31, 2009, which we refer to as our 2009 Form 10-K.

Safe Harbor Statement

This management’s discussion and analysis of financial condition and results of operations, other sections of this quarterly report on Form 10-Q and other reports and oral statements made by our representatives from time to time may contain forward-looking statements that are based on our assumptions, expectations and projections about Foster Wheeler AG and the various industries within which we operate. These include statements regarding our expectations about revenues (including as expressed by our backlog), our liquidity, the outcome of litigation and legal proceedings and recoveries from customers for claims and the costs of current and future asbestos claims and the amount and timing of related insurance recoveries. Such forward-looking statements by their nature involve a degree of risk and uncertainty. We caution that a variety of factors, including but not limited to the factors described in Part I, Item 1A, “Risk Factors,” in our 2009 Form 10-K, which we filed with the Securities and Exchange Commission, or SEC, on February 25, 2010, and the following, could cause business conditions and our results to differ materially from what is contained in forward-looking statements:

	•		benefits, effects or results of our redomestication or the relocation of our principal executive offices to Geneva, Switzerland;

	•		further deterioration in the economic conditions in the United States and other major international economies;

	•		changes in investment by the oil and gas, oil refining, chemical/petrochemical and power generation industries;

	•		changes in the financial condition of our customers;

	•		changes in regulatory environments;

	•		changes in project design or schedules;

	•		contract cancellations;

	•		changes in our estimates of costs to complete projects;

	•		changes in trade, monetary and fiscal policies worldwide;

	•		compliance with laws and regulations relating to our global operations;

	•		currency fluctuations;

	•		war and/or terrorist attacks on facilities either owned by us or where equipment or services are or may be provided by us;

	•		interruptions to shipping lanes or other methods of transit;

	•		outcomes of pending and future litigation, including litigation regarding our liability for damages and insurance coverage for asbestos exposure;

	•		protection and validity of our patents and other intellectual property rights;

	•		increasing competition by non-U.S. and U.S. companies;

	•		compliance with our debt covenants;

	•		recoverability of claims against our customers and others by us and claims by third parties against us; and

	•		changes in estimates used in our critical accounting policies.

Other factors and assumptions not identified above were also involved in the formation of these forward-looking statements and the failure of such other assumptions to be realized, as well as other factors, may also cause actual results to differ materially from those projected. Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described above in connection with any forward-looking statements that may be made by us.

In addition, this management’s discussion and analysis of financial condition and results of operations contains several statements regarding current and future general global economic conditions. These statements are based on our compilation of economic data and analyses from a variety of external sources. While we believe these statements to be reasonably accurate, global economic conditions are difficult to analyze and predict and are subject to significant uncertainty and as a result, these statements may prove to be wrong. The challenges and drivers for each of our business segments are discussed in more detail in the section entitled “—Results of Operations-Business Segments,” within this Item 2.

We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any additional disclosures we make in proxy statements, quarterly reports on Form 10-Q, annual reports on Form 10-K and current reports on Form 8-K filed with the SEC.

Overview

We operate through two business groups – the Global Engineering & Construction Group, which we refer to as our Global E&C Group, and our Global Power Group. In addition to these two business groups, we also report corporate center expenses, our captive insurance operation and expenses related to certain legacy liabilities, such as asbestos, in the Corporate and Finance Group, which we refer to as the C&F Group.

Since fiscal year 2007, we have been exploring, and intend to continue to explore, acquisitions within the engineering and construction industry to strategically complement or expand on our technical capabilities or access to new market segments. We are also exploring acquisitions within the power generation industry to complement our Global Power Group product offering. However, there is no assurance that we will consummate acquisitions in the future.

During fiscal year 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, and we acquired substantially all of the assets of the Houston operations of Atlas Engineering, Inc., a privately held company. Both of these acquisitions expand our Global E&C Group’s upstream oil and gas engineering services capabilities.

Results for the Fiscal Three Months ended March 31, 2010

Our summary financial results for the fiscal three months ended March 31, 2010 and 2009 are as follows:


	Fiscal Three Months Ended
	March 31,			March 31,
	2010			2009
Consolidated Statement of Operations Data:

Operating revenues⁽¹⁾	$	945,573		$	1,264,523

Contract profit⁽¹⁾		172,082			162,752

Selling, general and administrative expenses⁽¹⁾		70,305			69,248

Net income attributable to Foster Wheeler AG		72,060			72,863

Earnings per share :

Basic		0.57			0.58

Diluted		0.56			0.57

Net cash (used in)/provided by operating activities⁽²⁾		(4,217	)		42,139


⁽¹⁾		Please refer to the section entitled “—Results of Operations” within this Item 2 for further discussion.

⁽²⁾		Please refer to the section entitled “—Liquidity and Capital Resources” within this Item 2 for further discussion.

Our cash and cash equivalents were $953,700 and $997,200 as of March 31, 2010 and December 31, 2009, respectively.

Net income attributable to Foster Wheeler AG decreased in the fiscal first three months of 2010, as compared to 2009, primarily driven by decreased contract profit, excluding foreign currency fluctuations and the below noted curtailment gain related to our U.K. pension plan, and an increase in our effective tax rate, partially offset by a curtailment gain related to our U.K. pension plan that has been closed for future benefit accrual. Please refer to the section entitled "—Results of Operations” within this Item 2 for further discussion of the above noted drivers that impacted net income attributable to Foster Wheeler AG.

Challenges and Drivers

Our primary operating focus continues to be booking quality new business and executing our contracts well. The global markets in which we operate are largely dependent on overall economic growth and the resultant demand for oil and gas, electric power, petrochemicals and refined products.

In our Global E&C business, we expect long-term demand to be strong for the end products produced by our clients, and to continue to stimulate investment by our clients in new and expanded plants. The global economic downturn experienced in 2008 and 2009, caused many of our E&C clients to reevaluate the size, timing and scope of their capital spending plans in relation to the kinds of energy and petrochemical projects that we serve, but as the global economic outlook continues to improve, we have noted signs of market improvement. We are seeing increasing numbers of our clients implementing their 2010 capital spending plans. A number of these clients are, however, releasing tranches of work on a piecemeal basis or are reevaluating the size, timing or configuration of specific planned projects. We are also seeing clients re-activating planned projects that were placed on hold in 2009. The challenges and drivers for our Global E&C Group are discussed in more detail in the section entitled “—Results of Operations-Business Segments-Global E&C Group-Overview of Segment,” within this Item 2.

In our Global Power Group business, new order activity has been unfavorably affected by several trends which began in fiscal year 2008 and have continued through fiscal year 2009. In 2010, we have noted signs of market improvement. We believe that demand for new solid-fuel steam generators will improve in fiscal year 2010 driven primarily by growing electricity demand as global economies recover from the recent economic downturn. The challenges and drivers for our Global Power Group are discussed in more detail in the section entitled “—Results of Operations-Business Segments-Global Power Group-Overview of Segment,” within this Item 2.

New Orders and Backlog of Unfilled Orders


	Fiscal Three Months Ended
	March 31,		December 31		March 31,
	2010		2009		2009

New orders, measured in future revenues	$	938,500	$	741,000	$	906,000


	As of
	March 31,		December 31		March 31,
	2010		2009		2009
Backlog of unfilled orders, measured in future revenues	$	4,027,800	$	4,112,800	$	4,911,200
Backlog, measured in Foster Wheeler scope*	$	2,306,700	$	2,068,600	$	2,411,900
E&C man-hours in backlog (in thousands)		13,500		12,700		16,200


*		As defined in the section entitled “—Backlog and New Orders” within this Item 2.

Our Global E&C Group’s new orders, measured in future revenues, were $476,300 in the fiscal first quarter of 2010, which decreased as compared to $524,700 in the fiscal fourth quarter of 2009 and $809,500 in the fiscal first quarter of 2009. These new orders are inclusive of flow-through revenues, as defined below, of $58,100, $129,700 and $96,700 for the fiscal first quarter of 2010, fiscal fourth quarter of 2009 and fiscal first quarter of 2009, respectively.

Our Global Power Group’s new orders were $462,200 in the fiscal first quarter of 2010, which increased as compared to $216,300 in the fiscal fourth quarter of 2009 and $96,500 in the fiscal first quarter of 2009.

The challenges and drivers for our Global E&C Group and our Global Power Group are discussed in more detail in the section entitled “—Business Segments,” within this Item 2.

Results of Operations:

Operating Revenues:


Fiscal Three Months Ended
March 31, 2010	March 31, 2009		$ Change			% Change
$945,573	$	1,264,523	$	(318,950	)		(25.2	)%

We operate through two business groups: our Global E&C Group and our Global Power Group. Please refer to the section entitled “—Business Segments,” within this Item 2, for a discussion of the products and services of our business segments.

The composition of our operating revenues varies from period to period based on the portfolio of contracts in execution during any given period. Our operating revenues are therefore dependent on our portfolio of contracts, the strength of the various geographic markets and industries we serve and our ability to address those markets and industries.

The geographic dispersion of our consolidated operating revenues for the fiscal three months ended March 31, 2010 and 2009 based upon where our projects are being executed, were as follows:


	Fiscal Three Months Ended
	March 31,		March 31,
	2010		2009		$ Change			% Change
Asia	$	212,631	$	391,780	$	(179,149	)		(46)%
Australasia and other*		288,040		249,367		38,673			16%
Europe		199,910		291,415		(91,505	)		(31)%
Middle East		73,923		107,842		(33,919	)		(31)%
North America		126,641		169,985		(43,344	)		(25)%
South America		44,428		54,134		(9,706	)		(18)%

Total	$	945,573	$	1,264,523	$	(318,950	)		(25)%


*		Australasia and other primarily represents Australia, South Africa, New Zealand and the Pacific Islands.

Operating revenues decreased in both our Global E&C Group and our Global Power Group, which represented 54% and 46%, respectively, of the decrease in our consolidated operating revenues in the fiscal first three months of 2010, as compared to 2009. The decrease in consolidated operating revenues in the fiscal first three months of 2010, as compared to 2009, was driven by decreased volume of business and decreased flow-through revenues, as described below, partially offset by a net increase due to foreign currency fluctuations relative to the U.S. dollar, primarily driven by the British pound and Euro. Our consolidated operating revenues decreased approximately 26% excluding the impact of the change in flow-through revenues and foreign currency fluctuations in the fiscal first three months of 2010, as compared to 2009.

Flow-through revenues and costs result when we purchase materials, equipment or third-party services on behalf of our customer on a reimbursable basis with no profit on the materials, equipment or third-party services and where we have the overall responsibility as the contractor for the engineering specifications and procurement or procurement services for the materials, equipment or third-party services included in flow-through costs. Flow-through revenues and costs do not impact contract profit or net earnings.

Our Global E&C Group experienced a decrease in operating revenues of $172,700 in the fiscal first three months of 2010, as compared to 2009, including decreased flow-through revenues of $145,400, which represented 84% and 46% of the decreases in our Global E&C Group and consolidated operating revenues, respectively. Our Global E&C Group’s operating revenues decreased approximately 11% excluding the impact of the change in flow-through revenues and foreign currency fluctuations in the fiscal first three months of 2010, as compared to 2009. Please refer to the section entitled “—Business Segments,” within this Item 2, for a discussion of our view of the market outlook for our Global E&C Group.

Our Global Power Group experienced a decrease in operating revenues of $146,200 in the fiscal first three months of 2010, as compared to 2009, which represented 46% of the decrease in our consolidated operating revenues. Our Global Power Group’s operating revenues decreased approximately 49%, excluding the impact of the change in foreign currency fluctuations in the fiscal first three months of 2010, as compared to 2009. Please refer to the section entitled "—Business Segments,” within this Item 2, for a discussion of our view of the market outlook for our Global Power Group.

Contract Profit:


Fiscal Three Months Ended
March 31, 2010	March 31, 2009		$ Change		% Change
$172,082	$	162,752	$	9,330		5.7	%

Contract profit is computed as operating revenues less cost of operating revenues. “Flow-through” amounts are recorded both as operating revenues and cost of operating revenues with no contract profit. Contract profit margins are computed as contract profit divided by operating revenues. Flow-through revenues reduce the contract profit margin as they are included in operating revenues without any corresponding impact on contract profit. As a result, we analyze our contract profit margins excluding the impact of flow-through revenues as we believe that this is a more accurate measure of our operating performance.

The increase in our contract profit in the fiscal first three months of 2010, as compared to fiscal year 2009, resulted primarily from a curtailment gain related to our U.K. pension plan that has been closed for future benefit accrual of approximately $20,100 and an increase in contract profit of approximately $5,600 due to foreign currency fluctuations relative to the U.S. dollar, primarily driven by the British pound and Euro, and a slight increase of contract profit in our Global E&C Group, partially offset by a decrease of contract profit in our Global Power Group. Please refer to the section entitled “—Business Segments,” within this Item 2, for further information.

Selling, General and Administrative (SG&A) Expenses:


Fiscal Three Months Ended
March 31, 2010	March 31, 2009		$ Change		% Change
$70,305	$	69,248	$	1,057		1.5	%

SG&A expenses include the costs associated with general management, sales pursuit, including proposal expenses, and research and development costs.

The increase in SG&A expenses in the fiscal first three months of 2010, as compared to 2009, resulted primarily from an increase in sales pursuit costs of $3,200, which was partially offset by a decrease in general overhead costs of $2,000, while research and development costs were relatively unchanged.

Other Income, net:


Fiscal Three Months Ended
March 31, 2010	March 31, 2009		$ Change		% Change
$8,332	$	8,203	$	129		1.6	%

Other income, net in the fiscal first three months of 2010 consisted primarily of $6,500 in equity earnings generated from our investments, primarily from our ownership interests in build, own and operate projects in Italy and Chile. Other income, net was relatively unchanged in the fiscal first three months of 2010, as compared to 2009, with an increase in equity earnings in our Global E&C Group’s projects in Italy of $1,000, substantially offset by a corresponding decrease in equity earnings in our Global Power Group’s project in Chile. Please refer to the section entitled “—Business Segments,” within this Item 2, for further information.

Other Deductions, net:


Fiscal Three Months Ended
March 31, 2010	March 31, 2009		$ Change		% Change
$11,688	$	6,087	$	5,601		92.0	%

Other deductions, net in the fiscal first three months of 2010 consisted primarily of $4,500 of net foreign exchange transaction losses, $3,500 of legal fees, $1,500 of consulting fees and $900 of bank fees. The net foreign exchange transaction losses in the fiscal first three months of 2010 resulted primarily from exchange rate fluctuations on cash balances held by certain of our subsidiaries that were denominated in a currency other than the functional currency of those subsidiaries.

Other deductions, net in the fiscal first three months of 2009 consisted primarily of $4,100 of legal fees, $1,000 of bank fees and consulting fees of $600, partially offset by $700 in net foreign exchange transaction gains and a net $100 reduction in tax penalties, which included $600 of previously accrued tax penalties that were ultimately not assessed.

Interest Income:


Fiscal Three Months Ended
March 31, 2010	March 31, 2009		$ Change			% Change
$2,359	$	2,672	$	(313	)		(11.7	)%

Interest income in the fiscal first three months of 2010, as compared to 2009, was relatively unchanged which was the net result of decreased interest income from lower interest rates and investment yields, partially offset by increased income generated from higher average cash and cash equivalents balances during the fiscal first three months of 2010.

Interest Expense:


Fiscal Three Months Ended
March 31, 2010	March 31, 2009		$ Change		% Change
$4,551	$	4,167	$	384		9.2	%

The increase in interest expense in the fiscal first three months of 2010, as compared to 2009, primarily resulted from a $1,000 increase in accrued interest expense on unrecognized tax benefits, partially offset by decreased interest expense related to a decrease in the average outstanding balance of our long-term debt.

Net Asbestos-Related (Gain)/Provision:


Fiscal Three Months Ended
March 31, 2010	March 31, 2009		$ Change			% Change
$(747)	$	1,750	$	(2,497	)		(142.7	)%

The change in the net asbestos-related (gain)/provision primarily resulted from a gain of $4,000 on the settlement of coverage litigation with an asbestos insurance carrier, partially offset by an increase in our provision related to the revaluation of our asbestos liability and related asset estimate. Please refer to Note 12 to the consolidated financial statements in this quarterly report on Form 10-Q for further information.

Provision for Income Taxes:


Fiscal Three Months Ended
	March 31, 2010			March 31, 2009			$ Change		% Change
Provision for income taxes	$	21,610		$	18,003		$	3,607		20.0	%
Effective Tax Rate		22.3	%		19.5	%

The tax provision for each year-to-date period is calculated by multiplying pretax income by the estimated annual effective tax rate for such period. Our effective tax rate can fluctuate significantly from period to period and may differ significantly from the U.S. federal statutory rate as a result of income taxed in various non-U.S. jurisdictions with rates different from the U.S. statutory rate, as a result of our inability to recognize a tax benefit for losses generated by certain unprofitable operations and as a result of the varying mix of income earned in the jurisdictions in which we operate. In addition, our deferred tax assets are reduced by a valuation allowance when, based upon available evidence, it is more likely than not that the tax benefit of loss carryforwards (or other deferred tax assets) will not be realized in the future. In periods when operating units subject to a valuation allowance generate pretax earnings, the corresponding reduction in the valuation allowance favorably impacts our effective tax rate. Conversely, in periods when operating units subject to a valuation allowance generate pretax losses, the corresponding increase in the valuation allowance has an unfavorable impact on our effective tax rate.

Fiscal Year 2010

Our effective tax rate for the fiscal first three months of 2010 was lower than the U.S. statutory rate of 35% due principally to the net impact of the following:

	•		Income earned in tax jurisdictions with tax rates lower than the U.S. statutory rate, which is expected to contribute to an approximate 19-percentage point reduction in the effective tax rate for the full year 2010.

	•		A valuation allowance increase because we are unable to recognize a tax benefit for losses subject to valuation allowance in certain jurisdictions (primarily the United States), which is expected to contribute an approximate five-percentage point increase in the effective tax rate for the full year 2010.

Fiscal Year 2009

Our effective tax rate for the fiscal first three months of 2009 was lower than the U.S. statutory rate of 35% due principally to the net impact of the following:

	•		Income earned in tax jurisdictions with tax rates lower than the U.S. statutory rate, which contributed to an approximate 19-percentage point reduction in the effective tax rate.

	•		A valuation allowance increase because we were unable to recognize a tax benefit for losses subject to valuation allowance in certain jurisdictions (primarily the United States), which contributed to an approximate five-percentage point increase in the effective tax rate.

These variances were partially offset by losses in certain other jurisdictions for which no benefit is recognized (a valuation allowance is established) and other permanent differences.

We monitor the jurisdictions for which valuation allowances against deferred tax assets were established in previous years, and we evaluate, on a quarterly basis, the need for the valuation allowances against deferred tax assets in those jurisdictions. Such evaluation includes a review of all available evidence, both positive and negative, in determining whether a valuation allowance is necessary.

For statutory purposes, the majority of the U.S. federal tax benefits, against which valuation allowances have been established, do not expire until fiscal year 2025 and beyond, based on current tax laws.

Net Income Attributable to Noncontrolling Interests:


Fiscal Three Months Ended
March 31, 2010	March 31, 2009		$ Change		% Change
$3,306	$	1,509	$	1,797		119.1	%

Net income attributable to noncontrolling interests represents third-party ownership interests in the results of our Global Power Group’s Martinez, California gas-fired cogeneration subsidiary and our manufacturing subsidiaries in Poland and the People’s Republic of China as well as our Global E&C Group’s subsidiary in South Africa. The change in net income attributable to noncontrolling interests is based upon changes in the underlying earnings of these subsidiaries and/or changes in noncontrolling interests’ ownership interest in the subsidiaries.

The increase in net income attributable to noncontrolling interests in the fiscal first three months of 2010, as compared to 2009, primarily resulted from our operations in South Africa and Martinez, California.

EBITDA:


Fiscal Three Months Ended
March 31, 2010	March 31, 2009		$ Change		% Change
$111,280	$	105,584	$	5,696		5.4	%

EBITDA increased in the fiscal first three months of 2010, as compared to 2009, primarily driven by a curtailment gain of $20,100 related to our U.K. pension plan that has been closed for future benefit accrual, partially offset by decreased contract profit of $16,400, excluding foreign currency fluctuations and the above noted curtailment gain related to our U.K. pension plan. Please refer to the preceding discussion of each of these items within this “—Results of Operations” section.

See the individual segment explanations below for additional details.

EBITDA is a supplemental financial measure not defined in generally accepted accounting principles, or GAAP. We define EBITDA as income attributable to Foster Wheeler AG before interest expense, income taxes, depreciation and amortization. We have presented EBITDA because we believe it is an important supplemental measure of operating performance. Certain covenants under our current senior credit agreement use an adjusted form of EBITDA such that in the covenant calculations the EBITDA as presented herein is adjusted for certain unusual and infrequent items specifically excluded in the terms of our current senior credit agreement. We believe that the line item on the consolidated statement of operations entitled “net income attributable to Foster Wheeler AG” is the most directly comparable GAAP financial measure to EBITDA. Since EBITDA is not a measure of performance calculated in accordance with GAAP, it should not be considered in isolation of, or as a substitute for, net income attributable to Foster Wheeler AG as an indicator of operating performance or any other GAAP financial measure. EBITDA, as calculated by us, may not be comparable to similarly titled measures employed by other companies. In addition, this measure does not necessarily represent funds available for discretionary use and is not necessarily a measure of our ability to fund our cash needs. As EBITDA excludes certain financial information that is included in net income attributable to Foster Wheeler AG, users of this financial information should consider the type of events and transactions that are excluded. Our non-GAAP performance measure, EBITDA, has certain material limitations as follows:

	•		It does not include interest expense. Because we have borrowed money to finance some of our operations, interest is a necessary and ongoing part of our costs and has assisted us in generating revenue. Therefore, any measure that excludes interest expense has material limitations;

	•		It does not include taxes. Because the payment of taxes is a necessary and ongoing part of our operations, any measure that excludes taxes has material limitations; and

	•		It does not include depreciation and amortization. Because we must utilize property, plant and equipment and intangible assets in order to generate revenues in our operations, depreciation and amortization are necessary and ongoing costs of our operations. Therefore, any measure that excludes depreciation and amortization has material limitations.

A reconciliation of EBITDA to net income attributable to Foster Wheeler AG is shown below.


			Global		Global		C&F
	Total		E&C Group		Power Group		Group⁽¹⁾
Fiscal Three Months Ended March 31, 2010:
EBITDA⁽²⁾	$	111,280	$	99,933	$	29,883	$	(18,536	)

Less: Interest expense		4,551
Less: Depreciation and amortization		13,059
Less: Provision for income taxes		21,610

Net income attributable to Foster Wheeler AG	$	72,060


Fiscal Three Months Ended March 31, 2009:
EBITDA⁽³⁾	$	105,584	$	81,282	$	48,783	$	(24,481	)

Less: Interest expense		4,167
Less: Depreciation and amortization		10,551
Less: Provision for income taxes		18,003

Net income attributable to Foster Wheeler AG	$	72,863


⁽¹⁾		Includes general corporate income and expense, our captive insurance operation and the elimination of transactions and balances related to intercompany interest.

⁽²⁾		Includes in the fiscal first three months of 2010: increased contract profit of $13,100 from the regular revaluation of final estimated contract profit: $9,200 in our Global E&C Group and $3,900 in our Global Power Group; $20,100 curtailment gain in our Global E&C Group on the closure of the U.K. pension plan for future defined benefit accrual; and a net gain of $700 in our C&F Group on the revaluation* of our asbestos liability and related asset.

⁽³⁾		Includes in the fiscal first three months of 2009: increased contract profit of $3,300 from the regular revaluation of final estimated contract profit: $3,100 in our Global E&C Group and $200 in our Global Power Group; and a provision of $1,800 in our C&F Group on the revaluation* of our asbestos liability and related asset.

*		Please refer to “Revenue Recognition on Long-Term Contracts” in Note 1 to the consolidated financial statements in this quarterly report on Form 10-Q for further information regarding changes in our final estimated contract profit.

**		Please refer to Note 12 to the consolidated financial statements in this quarterly report on Form 10-Q for further information regarding the revaluation of our asbestos liability and related asset.

The accounting policies of our business segments are the same as those described in our summary of significant accounting policies. The only significant intersegment transactions relate to interest on intercompany balances. We account for interest on those arrangements as if they were third-party transactions—i.e. at current market rates, and we include the elimination of that activity in the results of the C&F Group.

Business Segments

EBITDA, as discussed and defined above, is the primary measure of operating performance used by our chief operating decision maker.

Global E&C Group


	Fiscal Three Months Ended
	March 31,		March 31,
	2010		2009		$ Change			% Change
Operating revenues	$	779,684	$	952,412	$	(172,728	)		(18.1)%


EBITDA	$	99,933	$	81,282	$	18,651			22.9%

Results

The geographic dispersion of our Global E&C Group’s operating revenues for the fiscal first three months of 2010 and 2009 based upon where our projects are being executed, were as follows:


	Fiscal Three Months Ended
	March 31,		March 31,
	2010		2009		$ Change			% Change
Asia	$	187,271	$	366,962	$	(179,691	)		(49)%
Australasia and other*		287,597		247,480		40,117			16%
Europe		141,807		152,840		(11,033	)		(7)%
Middle East		70,540		107,842		(37,302	)		(35)%
North America		59,546		58,658		888			2%
South America		32,923		18,630		14,293			77%


Total	$	779,684	$	952,412	$	(172,728	)		(18)%


*		Australasia and other primarily represents Australia, South Africa, New Zealand and the Pacific Islands.

Our Global E&C Group experienced a decrease in operating revenues of $172,700 in the fiscal first three months of 2010, as compared to 2009, including decreased flow-through revenues of $145,400, which represented 84% of the decrease in our Global E&C Group’s operating revenues. Our Global E&C Group’s operating revenues decreased approximately 11% excluding the impact of the change in flow-through revenues and foreign currency fluctuations in the fiscal first three months of 2010, as compared to 2009. Please refer to the “—Overview of Segment” section below for a discussion of our Global E&C Group’s market outlook.

The increase in our Global E&C Group’s EBITDA in the fiscal first three months of 2010, as compared to 2009, resulted primarily from the net impact of the following:

	•		A curtailment gain related to our U.K. pension plan that has been closed for future benefit accrual of $20,100, which was included in contract profit.

	•		Increased contract profit, excluding the above noted curtailment gain related to our U.K. pension plan, as a result of increased contract profit margins, significantly offset by the volume decrease in operating revenues, excluding the change in flow-through revenues.

	•		An increase in equity earnings in our Global E&C Group’s projects in Italy of $1,000.

These increases in EBITDA were partially offset by net foreign exchange transaction losses of $5,100, which are included in other deductions, net, and resulted primarily from the impact of exchange rate fluctuations on cash balances that were denominated in a currency other than the functional currency of our subsidiaries that held these cash balances.

Overview of Segment

Our Global E&C 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 E&C 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 E&C Group generates revenues from design, engineering, procurement, 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 E&C Group owns one of the leading technologies (delayed coking) used in refinery residue upgrading and a hydrogen production process used in oil refineries and petrochemical plants. The Global E&C Group also designs and supplies direct-fired furnaces, including fired heaters and waste heat recovery generators, used in a range of refinery, chemical, petrochemical, oil and gas processes, including furnaces used in its proprietary delayed coking and hydrogen production technologies. Additionally, our Global E&C Group has experience with, and is able to work with, a wide range of processes owned by others.

Although the global economy is showing signs of recovery, several of our clients are continuing to reevaluate the size, timing and scope of their capital spending plans in relation to the kinds of energy and petrochemical projects that we serve. We have seen instances of postponement or cancellation of prospects; resizing of prospective projects to make them more economically viable and intensified competition among engineering and construction contractors which has resulted in pricing pressure. These factors may continue in fiscal year 2010. However, we continue to see projects moving forward and clients starting to re-examine previously postponed projects to review the business cases for proceeding with such projects. In addition, we believe world demand for energy and chemicals will continue to grow over the long term and that clients will continue to invest in new and upgraded capacity to meet that demand. We have noted signs of market improvement. Moreover, we have continued to be successful in booking contracts of varying types and sizes in our key end markets, including the award of an engineering, procurement and construction management contract in South Africa and a further contract relating to a refinery and petrochemical complex in Vietnam. Our success in this regard is a reflection of our technical expertise, our long-term relationships with clients, and our selective approach in pursuit of new prospects where we believe we have significant differentiators.

Global Power Group


	Fiscal Three Months Ended
	March 31,		March 31,
	2010		2009		$ Change			% Change
Operating revenues	$	165,889	$	312,111	$	(146,222	)		(46.8)%


EBITDA	$	29,883	$	48,783	$	(18,900	)		(38.7)%

Results

The geographic dispersion of our Global Power Group’s operating revenues for the fiscal first three months of 2010 and 2009 based upon where our projects are being executed, were as follows:


	Fiscal Three Months Ended
	March 31,		March 31,
	2010		2009		$ Change			% Change
Asia	$	25,360	$	24,818	$	542			2%
Australasia and other*		443		1,887		(1,444	)		(77)%
Europe		58,103		138,575		(80,472	)		(58)%
Middle East		3,383		—		3,383			100%
North America		67,095		111,327		(44,232	)		(40)%
South America		11,505		35,504		(23,999	)		(68)%

Total	$	165,889	$	312,111	$	(146,222	)		(47)%


*		Australasia and other primarily represents Australia, South Africa, New Zealand and the Pacific Islands.

Our Global Power Group experienced a decrease in operating revenues of $146,200 in the fiscal first three months of 2010, as compared to 2009. Our Global Power Group’s operating revenues decreased approximately 49%, excluding the impact of the change in foreign currency fluctuations in the fiscal first three months of 2010, as compared to 2009. Please refer to the “—Overview of Segment” section below for a discussion of our Global Power Group’s market outlook.

The decrease in our Global Power Group’s EBITDA in the fiscal first three months of 2010, as compared to 2009, resulted primarily from the net impact of the following:

	•		Decreased contract profit as a result of the volume decrease in operating revenues, significantly offset by increased contract profit margins.

	•		A decrease in equity earnings in our Global Power Group’s project in Chile of $1,000 which was primarily due to significantly reduced operating capacity as a result of an earthquake that occurred off the coast of Chile during the fiscal first three months of 2010. Please refer to the “—Liquidity and Capital Resources-Outlook” section within this Item 2 for further discussion of the damage and forecasted insurance recoveries.

Overview of Segment

Our Global Power Group designs, manufactures and erects steam generators for electric power generating stations, district heating plants and industrial facilities worldwide. Our competitive differentiation in serving these markets is the ability of our products to cleanly and efficiently burn a wide range of fuels, singularly or in combination. In particular, our CFB steam generators are able to burn coal grades of varying quality, as well as petroleum coke, lignite, municipal waste, waste wood, biomass, and numerous other materials. Among these fuel sources, coal is the most widely used, and thus the market drivers and constraints associated with coal strongly affect the steam generator market and our Global Power Group’s business. Additionally, our Global Power Group designs, manufactures and erects 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.

In our Global Power Group business, new order activity has been unfavorably affected by several trends which began in fiscal year 2008, continued during fiscal year 2009 and which may continue in the future. Weakness in the global economy reduced the near-term growth in demand for electricity. In addition, political and environmental sensitivity regarding coal-fired steam generators caused a number of our Global Power Group’s prospective projects to be postponed or cancelled as clients experienced difficulty in obtaining the required environmental permits or decided to wait for additional clarity regarding state and federal regulations. This environmental concern has been especially pronounced in the United States, and to a lesser extent in Europe, and is linked to the view that solid-fuel-fired steam generators contribute to global warming through the discharge of greenhouse gas emissions into the atmosphere. Credit concerns among certain clients also contributed to the slowed pace of new contract awards in fiscal year 2009. In addition, the depressed level of natural gas pricing experienced in fiscal years 2008 and 2009, increased the attractiveness of that fuel, in relation to coal, for the generation of electricity. Finally, the constraints on the global credit market are impacting and may continue to impact some of our clients’ investment plans as these clients are affected by the availability and cost of financing, as well as their own financial strategies, which could include cash conservation. We believe that demand for new solid-fuel steam generators will improve in fiscal year 2010 driven primarily by growing electricity demand as global economies recover from the recent economic downturn. We have noted signs of market improvement. However, the severity of the impact on new contract awards in fiscal year 2009 is likely to impact our financial performance in fiscal year 2010.

During the first fiscal quarter of 2009, our Global Power Group was notified of the termination of a previously awarded contract for the design and supply of two CFB steam generators for a U.S. power project. Our Global Power Group removed the contract from its backlog of unfilled orders in the first fiscal quarter of 2009. The amount removed from backlog represented approximately 11% of our Global Power Group’s backlog as of the end of fiscal year 2008.

Longer-term, we believe that world demand for electrical energy will continue to grow and that solid-fuel-fired steam generators will continue to fill a significant portion of the incremental growth in new generating capacity. In addition, we are seeing a growing need to repower older coal plants with new clean coal plants driven by the need to improve environmental, economical, and reliability performance of mature coal plant fleets in such countries as the U.S., Poland, and Russia. The fuel-flexibility of our CFB steam generators enables them to burn a variety of fuels other than coal and to produce carbon-neutral electricity when fired by biomass. In addition, our utility steam generators can be designed to incorporate supercritical technology, which significantly improves power plant efficiency and reduces power plant emissions. We have recently received an award to carry out the detail engineering, supply, assembly and commissioning for a CFB steam generator which will be used to research CO₂ capture through oxy-fuel combustion utilizing our Flexi-Burn^TM technology.

Liquidity and Capital Resources

Fiscal First Three Months of 2010 Activities

Our cash and cash equivalents and restricted cash balances were:


	As of
	March 31,		December 31,
	2010		2009		$ Change			% Change
Cash and cash equivalents	$	953,688	$	997,158	$	(43,470	)		(4.4)%
Restricted cash		30,759		34,905		(4,146	)		(11.9)%

Total	$	984,447	$	1,032,063	$	(47,616	)		(4.6)%

Total cash and cash equivalents and restricted cash held by our non-U.S. entities as of March 31, 2010 and December 31, 2009 were $773,900 and $806,800, respectively.

During the fiscal first three months of 2010 we experienced a decrease in cash and cash equivalents of $43,500, primarily as a result of a $30,500 decrease due to exchange rate changes, while cash used for operating activities and capital expenditures were $4,200 and $6,200, respectively.

Cash Flows from Operating Activities:


Fiscal Three Months Ended
March 31, 2010	March 31, 2009		$ Change			% Change
$(4,217)	$	42,139	$	(46,356	)		(110.0)%

Net cash used by operating activities in the fiscal first three months of 2010 primarily resulted from cash used for working capital of $61,000, mandatory and discretionary contributions to our non-U.S. pension plans of $13,700, which included discretionary contributions of approximately $7,800, and net asbestos-related payments of $6,400 (please refer to Note 12 to the consolidated financial statements in this quarterly report on Form 10-Q for further information on net asbestos-related payments), partially offset by cash provided by net income of $75,400.

The primary sources of net cash provided by operating activities in the fiscal first three months of 2009 were net income of $74,400, partially offset by cash used for working capital of $39,900, mandatory contributions to our non-U.S. pension plans of $6,300 and net asbestos-related payments of $6,400 (please refer to Note 12 to the consolidated financial statements in this quarterly report on Form 10-Q for further information on net asbestos-related payments).

The decrease in cash provided by operating activities of $46,400 in the fiscal first three months of 2010, as compared to 2009, resulted primarily from the increase in cash used for working capital of $21,100 and increased contributions to our pension plans of $7,400, primarily from discretionary contributions in fiscal year 2010 noted above.

Cash used for working capital was $61,000 and $39,900 in the fiscal first three months of 2010 and 2009, respectively. Working capital varies from period to period depending on the mix, stage of completion and commercial terms and conditions of our contracts and the timing of the related cash receipts. We experienced an increase in cash used for working capital during the fiscal first three months of 2010 as compared to 2009, as cash receipts from client billings decreased relative to cash used for services rendered and purchases of materials and equipment. The increase in cash used for working capital during the fiscal first three months of 2010 was driven by our Global E&C Group, partially offset by cash generated by our Global Power Group.

As more fully described below in “—Outlook,” we believe our existing cash balances and forecasted net cash provided from operating activities will be sufficient to fund our operations throughout the next 12 months. Our ability to increase or maintain our cash flows from operating activities in future periods will depend in large part on the demand for our products and services and our operating performance in the future. Please refer to the sections entitled “—Global E&C Group-Overview of Segment” and “—Global Power Group-Overview of Segment” above for our view of the outlook for each of our business segments.

Cash Flows from Investing Activities:


Fiscal Three Months Ended
March 31, 2010	March 31, 2009			$ Change		% Change
$(4,788)	$	(14,900	)	$	10,112		(67.9	)%

The net cash used in investing activities in the fiscal first three months of 2010 was attributable primarily to capital expenditures of $6,200 and a contractual payment of $1,200 related to a prior acquisition of a business.

The net cash used in investing activities in the fiscal first three months of 2009 was attributable primarily to capital expenditures of $14,600, which included $7,700 of expenditures in FW Power S.r.l. related to the construction of electric generating wind farm projects in Italy which were completed in fiscal year 2009.

The capital expenditures in the fiscal first three months of 2010 and 2009 related primarily to project construction (including the fiscal year 2009 wind farm project expenditures in FW Power S.r.l., noted above), leasehold improvements, information technology equipment and office equipment. Our capital expenditures decreased $8,400 in the fiscal first three months of 2010, as compared to 2009, as a result of decreased expenditures in our Global E&C Group, while expenditures in our Global Power Group were relatively unchanged.

Cash Flows from Financing Activities:


Fiscal Three Months Ended
March 31, 2010	March 31, 2009			$ Change			% Change
$(3,933)	$	(1,011	)	$	(2,922	)		289.0	%

The net cash used in financing activities in the fiscal first three months of 2010 was attributable primarily to the repayment of short-term and long-term project debt and capital lease obligations of $3,300 and distributions to noncontrolling interests of $4,800, partially offset by proceeds from the issuance of short-term project debt of $2,200 and cash provided from exercises of stock options of $2,000.

The net cash used in financing activities in the fiscal first three months of 2009 was attributable primarily to the repayment of short-term and long-term debt and capital lease obligations of $3,900, partially offset by proceeds from the issuance of short-term project debt of $2,900.

Outlook

Our liquidity forecasts cover, among other analyses, existing cash balances, cash flows from operations, cash repatriations from non-U.S. entities, changes in working capital activities, unused credit line availability and claim recoveries and proceeds from asset sales, if any. These forecasts extend over a rolling 12-month period. Based on these forecasts, we believe our existing cash balances and forecasted net cash provided by operating activities will be sufficient to fund our operations throughout the next 12 months. Based on these forecasts, our primary cash needs will be working capital, capital expenditures, asbestos liability indemnity and defense costs and acquisitions. We may also use cash to repurchase shares under our share repurchase program, as described further below, under which we are authorized to repurchase up to $264,773 of our outstanding shares. The majority of our cash balances are invested in short-term interest bearing accounts with maturities of less than three months. We continue to consider investing some of our cash in longer-term investment opportunities, including the acquisition of other entities or operations in the engineering and construction industry or power industry and/or the reduction of certain liabilities such as unfunded pension liabilities. We may elect to make additional discretionary contributions to our U.S. and/or U.K. pension plans during fiscal year 2010.

It is customary in the industries in which we operate to provide standby letters of credit, bank guarantees or performance bonds in favor of clients to secure obligations under contracts. We believe that we will have sufficient letter of credit capacity from existing facilities throughout the next 12 months.

Our U.S. operating entities do not generate sufficient cash flows to fund our obligations related to corporate overhead expenses and asbestos-related liabilities incurred in the U.S. Additionally, we are dependent on cash repatriations to cover essentially all payments and expenses of our Switzerland based corporate overhead expenses and to fund the acquisition of our shares under our share repurchase program described below. Consequently, we require cash repatriations to the U.S. and Switzerland from our entities located in other countries in the normal course of our operations to meet our Swiss and U.S. cash needs and have successfully repatriated cash for many years. We believe that we can repatriate the required amount of cash to the U.S. and Switzerland. Additionally, we continue to have access to the revolving credit portion of our U.S. senior credit facility, if needed.

We have a U.S. senior credit agreement which 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 had approximately $288,200 and $308,000 of letters of credit outstanding under our U.S. senior credit agreement as of March 31, 2010 and December 31, 2009, respectively. The letter of credit fees range from 1.50% to 1.60%, excluding a fronting fee of 0.125% per annum. We do not intend to borrow under our U.S. senior revolving credit facility during fiscal year 2010. 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 assigned to the U.S. senior credit agreement by Moody’s Investors Service and/or Standard & Poor’s, or S&P. As a result of the improvement in our S&P 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. This performance pricing is not expected to materially impact our liquidity or capital resources in fiscal year 2010. Our U.S. senior credit agreement expires on September 13, 2011; however, we may consider entering into a new agreement and terminating the existing agreement during fiscal year 2010. Please refer to Note 5 to the consolidated financial statements in this quarterly report on Form 10-Q for further information regarding our debt obligations.

On February 27, 2010, an earthquake occurred off the coast of Chile that caused significant damage to the refinery/electric power generation project in which we hold an 85% noncontrolling interest. The plant has not operated since that date. We do not yet have a complete assessment of the extent of the damage or an estimate of the required cost of repairs. However, we believe the insurance coverages in effect are sufficient to cover the estimated costs of repairing the facility and to substantially compensate us for the business interruption until normal activities can resume. Please refer to Note 3 in the consolidated financial statements in this quarterly report on Form 10-Q for further information on our equity interest in this project.

We are not required to make any mandatory contributions to our U.S. pension plans in fiscal year 2010 based on the minimum statutory funding requirements. We made mandatory and discretionary contributions totaling approximately $13,700 to our non-U.S. pension plans, which included discretionary contributions of approximately $7,800, during the fiscal first three months of 2010. Based on the minimum statutory funding requirements for fiscal year 2010, we expect to make mandatory and discretionary contributions totaling approximately $41,500 to our U.S. and non-U.S. pension plans. The Patient Protection and Affordable Care Act and the Health Care and Education and Reconciliation Act were signed into law in the U.S. in March 2010. The law includes a significant number of health-related provisions, most of which will take effect beginning in 2011 or later. We are currently reviewing the law to determine its impact on our U.S. operations. At this time we do not expect that the law will have a significant impact on our financial condition, results of operations or cash flows.

On September 12, 2008, we announced a share repurchase program pursuant to which our Board of Directors authorized the repurchase of up to $750,000 of our outstanding shares and the designation of the repurchased shares for cancellation. Based on the aggregate share repurchases under our program through March 31, 2010, we are authorized to repurchase up to $264,773 of our outstanding shares. Any repurchases will be made at our discretion in the open market or in privately negotiated transactions in compliance with applicable securities laws and other legal requirements and will depend on a variety of factors, including market conditions, share price and other factors. The program does not obligate us to acquire any particular number of shares. The program has no expiration date and may be suspended or discontinued at any time. Any repurchases made pursuant to the share repurchase program will be funded using our cash on hand. Cumulatively through May 5, 2010, we have repurchased 18,098,519 shares for an aggregate cost of approximately $485,600 (which includes commissions of $400). We have executed the repurchases in accordance with 10b5-1 repurchase plans as well as other open market purchases. The 10b5-1 repurchase plans allow us to purchase shares at times when we may not otherwise do so due to regulatory or internal restrictions. Purchases under the 10b5-1 repurchase plans are based on parameters set forth in the plans.

We have not declared or paid a cash dividend since July 2001 and we do not have any plans to declare or pay any cash dividends. Our current credit agreement contains limitations on cash dividend payments as well as other restricted payments.

Off-Balance Sheet Arrangements

We own several noncontrolling equity interests in power projects in Chile and Italy. Certain of the projects have third-party debt that is not consolidated in our balance sheet. We have also issued certain guarantees for the Chile based project. Please refer to Note 3 to the consolidated financial statements in this quarterly report on Form 10-Q for further information related to these projects.

Backlog and New Orders

New orders are recorded and added to the backlog of unfilled orders based on signed contracts as well as agreed letters of intent, which we have determined are legally binding and likely to proceed. Although backlog represents only business that is considered likely to be performed, cancellations or scope adjustments may and do occur. The elapsed time from the award of a contract to completion of performance may be up to approximately four years. The dollar amount of backlog is not necessarily indicative of our future earnings related to the performance of such work due to factors outside our control, such as changes in project schedules, scope adjustments or project cancellations. We cannot predict with certainty the portion of backlog to be performed in a given year. Backlog is adjusted quarterly to reflect new orders, project cancellations, deferrals, revised project scope and cost and sales of subsidiaries, if any.

Backlog measured in Foster Wheeler scope reflects the dollar value of backlog excluding third-party costs incurred by us on a reimbursable basis as agent or principal, which we refer to as flow-through costs. Foster Wheeler scope measures the component of backlog with profit potential and corresponds to our services plus fees for reimbursable contracts and total selling price for fixed-price or lump-sum contracts.

New Orders, Measured in Terms of Future Revenues


	Fiscal Three Months Ended March 31, 2010						Fiscal Three Months Ended March 31, 2009
	Global		Global				Global			Global
	E&C Group		Power Group		Total		E&C Group			Power Group		Total
By Project Location:
North America	$	60,900	$	70,700	$	131,600	$	82,400		$	39,900	$	122,300
South America		26,100		3,000		29,100		9,600			2,300		11,900
Europe		87,400		336,800		424,200		83,800			42,100		125,900
Asia		90,400		50,600		141,000		514,400			12,000		526,400
Middle East		55,300		—		55,300		49,100			—		49,100
Australasia and other*		156,200		1,100		157,300		70,200			200		70,400

Total	$	476,300	$	462,200	$	938,500	$	809,500		$	96,500	$	906,000


By Industry:
Power generation	$	7,300	$	437,800	$	445,100	$	14,500		$	82,600	$	97,100
Oil refining		208,700		—		208,700		543,100			—		543,100
Pharmaceutical		10,000		—		10,000		17,800			—		17,800
Oil and gas		86,000		—		86,000		141,200			—		141,200
Chemical/petrochemical		153,000		—		153,000		100,500			—		100,500
Power plant operation and maintenance		—		24,400		24,400		—			13,900		13,900
Environmental		6,300		—		6,300		3,900			—		3,900
Other, net of eliminations		5,000		—		5,000		(11,500	)		—		(11,500	)

Total	$	476,300	$	462,200	$	938,500	$	809,500		$	96,500	$	906,000


*		Australasia and other primarily represents Australia, South Africa, New Zealand and the Pacific Islands.

Backlog, Measured in Terms of Future Revenues


	As of March 31, 2010									As of December 31, 2009
	Global			Global						Global			Global
	E&C Group			Power Group			Total			E&C Group			Power Group			Total
By Contract Type:
Lump-sum turnkey	$	100		$	410,400		$	410,500		$	100		$	169,300		$	169,400
Other fixed-price		214,200			400,900			615,100			215,800			306,300			522,100
Reimbursable		2,950,600			54,400			3,005,000			3,297,700			128,700			3,426,400
Eliminations		(200	)		(2,600	)		(2,800	)		(900	)		(4,200	)		(5,100	)

Total	$	3,164,700		$	863,100		$	4,027,800		$	3,512,700		$	600,100		$	4,112,800


By Project Location:
North America	$	472,900		$	203,300		$	676,200		$	472,700		$	198,900		$	671,600
South America		176,600			43,300			219,900			185,300			52,700			238,000
Europe		347,500			479,800			827,300			432,800			228,500			661,300
Asia		594,000			113,500			707,500			728,400			93,200			821,600
Middle East		195,300			21,800			217,100			226,000			27,800			253,800
Australasia and other*		1,378,400			1,400			1,379,800			1,467,500			(1,000	)		1,466,500

Total	$	3,164,700		$	863,100		$	4,027,800		$	3,512,700		$	600,100		$	4,112,800


By Industry:
Power generation	$	12,500		$	745,100		$	757,600		$	18,900		$	482,100		$	501,000
Oil refining		1,493,000			—			1,493,000			1,597,900			—			1,597,900
Pharmaceutical		17,700			—			17,700			21,300			—			21,300
Oil and gas		1,294,500			—			1,294,500			1,559,400			—			1,559,400
Chemical/petrochemical		326,100			—			326,100			299,800			—			299,800
Power plant operation and maintenance		—			118,000			118,000			—			118,000			118,000
Environmental		10,800			—			10,800			8,200			—			8,200
Other, net of eliminations		10,100			—			10,100			7,200			—			7,200

Total	$	3,164,700		$	863,100		$	4,027,800		$	3,512,700		$	600,100		$	4,112,800

Backlog, measured in terms of Foster Wheeler Scope
Total	$	1,455,200		$	851,500		$	2,306,700		$	1,480,100		$	588,500		$	2,068,600

E & C Man-hours in Backlog (in thousands)
Total		13,500						13,500			12,700						12,700


*		Australasia and other primarily represents Australia, South Africa, New Zealand and the Pacific Islands.

The foreign currency translation impact on backlog and Foster Wheeler scope backlog resulted in decreases of $179,700 and $85,700, respectively, as of March 31, 2010 as compared to December 31, 2009.

Inflation

The effect of inflation on our financial results is minimal. Although a majority of our revenues are realized under long-term contracts, the selling prices of such contracts, established for deliveries in the future, generally reflect estimated costs to complete the projects in these future periods. In addition, many of our projects are reimbursable at actual cost plus a fee, while some of the fixed-price contracts provide for price adjustments through escalation clauses.

Application of Critical Accounting Estimates

Our consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States of America. Management and the Audit Committee of our Board of Directors approve the critical accounting policies.

A full discussion of our critical accounting policies and estimates is included in our 2009 Form 10-K. We did not have a significant change to the application of our critical accounting policies and estimates during the fiscal first three months of 2010.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

During the fiscal first three months of 2010, there were no material changes in the market risks as described in our annual report on Form 10-K for the fiscal year ended December 31, 2009.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives and we necessarily are required to apply our judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As of the end of the period covered by this report, our chief executive officer and our chief financial officer carried out an evaluation, with the participation of our Disclosure Committee and management, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) pursuant to Exchange Act Rule 13a-15. Based on this evaluation, our chief executive officer and our chief financial officer concluded, at the reasonable assurance level, that our disclosure controls and procedures were effective as of the end of the period covered by this report.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting in the fiscal three months ended March 31, 2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Please refer to Note 12 to the consolidated financial statements in this quarterly report on Form 10-Q for a discussion of legal proceedings, which is incorporated by reference in this Part II.

ITEM 1A. RISK FACTORS

Information regarding our risk factors appears in Part I, Item 1A, “Risk Factors,” in our annual report on Form 10-K for the fiscal year ended December 31, 2009, which we filed with the SEC on February 25, 2010. There have been no material changes in those risk factors.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(c) Purchases of Equity Securities by the Issuer and Affiliated Purchasers (amounts in thousands of dollars, except share data and per share amounts).

Total Number

Approximate

of Shares

Dollar Value

Purchased as

of Shares that

Part of

May Yet Be

Average

Publicly

Purchased

Total Number

Price

Announced

Under the

of Shares

Paid per

Plans

Plans or

Fiscal Month

Purchased⁽¹⁾

Share

or Programs

Programs

January 1, 2010 through January 31, 2010

—

February 1, 2010 through February 28, 2010

—

March 1, 2010 through March 31, 2010

—

Total

—

⁽²⁾

264,773


(1)		During the fiscal three months ended March 31, 2010, we did not repurchase any shares in open market transactions pursuant to our share repurchase program. We are authorized to repurchase up to $264,773 of our outstanding shares. The repurchase program has no expiration date and may be suspended for periods or discontinued at any time. We did not repurchase any shares other than through our publicly announced repurchase programs.

(2)		As of March 31, 2010, an aggregate of 18,098,519 shares were purchased for a total of $485,227 since the inception of the repurchase program announced on September 12, 2008.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS


Exhibit No.		Exhibits
3.1		Articles of Association of Foster Wheeler AG. (Filed as Exhibit 3.1 to Foster Wheeler AG’s Form 8-K, dated February 6, 2009 and filed on February 9, 2009, and incorporated herein by reference.)

3.2		Organizational Regulations of Foster Wheeler AG. (Filed as Exhibit 3.2 to Foster Wheeler AG’s Form 8-K, dated February 6, 2009 and filed on February 9, 2009, and incorporated herein by reference.)

4.0		Foster Wheeler AG hereby agrees to furnish copies of instruments defining the rights of holders of long-term debt of Foster Wheeler AG and its consolidated subsidiaries to the Commission upon request.

10.1		Guarantee Facility, dated December 15, 2009, among Foster Wheeler Limited, Foster Wheeler Energy Limited, Foster Wheeler World Services Limited, Foster Wheeler (G.B.) Limited and The Bank of Scotland regarding, among other things, a £100,000,000 uncommitted guarantee facility and a £150,000,000 forward foreign exchange facility. (Filed as Exhibit 10.8 to Foster Wheeler AG’s Form 10-K, for the fiscal year ended December 31, 2009, and incorporated herein by reference.)

10.2*		Consulting Agreement between Foster Wheeler Inc. and Raymond J. Milchovich, dated as of March 15, 2010. (Filed as Exhibit 10.1 to Foster Wheeler AG’s Form 8-K, dated March 15, 2010 and filed on March 18, 2010, and incorporated herein by reference.)

10.3*		Second Amendment to the Employment Agreement between Foster Wheeler Inc. and Umberto della Sala, dated as of February 18, 2010. (Filed as Exhibit 10.1 to Foster Wheeler AG’s Form 8-K, dated February 18, 2010 and filed on February 22, 2010, and incorporated herein by reference.)

10.4*		Unofficial English Translation of Extension of Fixed Term Employment Agreement between Foster Wheeler Global E&C S.r.l. and Umberto della Sala, dated February 18, 2010. (Filed as Exhibit 10.2 to Foster Wheeler AG’s Form 8-K, dated February 18, 2010 and filed on February 22, 2010, and incorporated herein by reference.)

10.5*		First Amendment to the Employment Agreement, dated as of January 18, 2010, between Foster Wheeler Inc. and Franco Baseotto. (Filed as Exhibit 10.1 to Foster Wheeler AG’s Form 8-K, dated January 14, 2010 and filed on January 20, 2010, and incorporated herein by reference.)

10.6*		First Amendment to the Employment Agreement, dated as of January 18, 2010, between Foster Wheeler Inc. and Beth Sexton. (Filed as Exhibit 10.2 to Foster Wheeler AG’s Form 8-K, dated January 14, 2010 and filed on January 20, 2010, and incorporated herein by reference.)

10.7*		First Amendment to the Employment Agreement, dated as of January 18, 2010, between Foster Wheeler Inc. and Peter D. Rose. (Filed as Exhibit 10.84 to Foster Wheeler AG’s Form 10-K, for the fiscal year ended December 31, 2009, and incorporated herein by reference.)

10.8*		First Amendment to the Employment Agreement, dated as of December 21, 2009, between Foster Wheeler North America Corp. and Gary T. Nedelka. (Filed as Exhibit 10.89 to Foster Wheeler AG’s Form 10-K, for the fiscal year ended December 31, 2009, and incorporated herein by reference.)

10.9*		First Amendment to the Employment Agreement, dated as of January 18, 2010, between Foster Wheeler Inc. and Lisa Z. Wood. (Filed as Exhibit 10.91 to Foster Wheeler AG’s Form 10-K, for the fiscal year ended December 31, 2009, and incorporated herein by reference.)

10.10*		First Amendment to the Employment Agreement, dated as of January 18, 2010, between Foster Wheeler Inc. and Thierry Desmaris. (Filed as Exhibit 10.93 to Foster Wheeler AG’s Form 10-K, for the fiscal year ended December 31, 2009, and incorporated herein by reference.)

10.11*		First Amendment to the Employment Agreement, dated as of January 18, 2010, between Foster Wheeler Inc. and Rakesh K. Jindal. (Filed as Exhibit 10.95 to Foster Wheeler AG’s Form 10-K, for the fiscal year ended December 31, 2009, and incorporated herein by reference.)

10.12*		Employment Agreement, dated as of November 3, 2009, among Foster Wheeler USA Corporation, and Robert C. Flexon. (Filed as Exhibit 10.96 to Foster Wheeler AG’s Form 10-K, for the fiscal year ended December 31, 2009, and incorporated herein by reference.)


Exhibit No.		Exhibits
10.13*		Employment Agreement, dated as of February 16, 2009, between Foster Wheeler USA Corporation and W. Troy Roder. (Filed as Exhibit 10.98 to Foster Wheeler AG’s Form 10-K, for the fiscal year ended December 31, 2009, and incorporated herein by reference.)

10.14*		First Amendment, dated as of January 1, 2010, to the Employment Agreement between Foster Wheeler Energy Limited and Michelle K. Davies.

10.15*		Contract of Employment between Foster Wheeler Energy Limited and Michelle Davies, prepared on August 8, 2008. (Filed as Exhibit 10.99 to Foster Wheeler AG’s Form 10-K, for the fiscal year ended December 31, 2009, and incorporated herein by reference.)

10.16*		Form of Employee Nonqualified Stock Option Agreement effective May 2010 with respect to certain employees and executive officers.

10.17*		Form of Employee Restricted Stock Unit Award Agreement effective May 2010 with respect to certain employees and executive officers

23.1		Consent of Analysis, Research & Planning Corporation.

23.2		Consent of Peterson Risk Consulting LLC.

31.1		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Raymond J. Milchovich.

31.2		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Franco Baseotto.

32.1		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Raymond J. Milchovich.

32.2		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Franco Baseotto.

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema

101.CAL		XBRL Taxonomy Extension Calculation Linkbase

101.DEF		XBRL Taxonomy Extension Definition Linkbase

101.LAB		XBRL Taxonomy Extension Label Linkbase

101.PRE		XBRL Taxonomy Extension Presentation Linkbase


*		Management contract or compensation plan or arrangement required to be filed as an exhibit to this form pursuant to Item 15(b) of this report.

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.


	FOSTER WHEELER AG (Registrant)
Date: May 5, 2010	/s/Raymond J. Milchovich
	Raymond J. Milchovich
	Chairman and Chief Executive Officer


Date: May 5, 2010	/s/Franco Baseotto
	Franco Baseotto
	Executive Vice President, Chief Financial Officer and Treasurer

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Foster Wheeler (FWLT) Inactive 10-Q2010 Q1 Quarterly report

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