Foster Wheeler (FWLT) 8-K Foster Wheeler Announces Third-quarter Financial Results

Exhibit 99.1

FOSTER WHEELER ANNOUNCES THIRD-QUARTER FINANCIAL RESULTS

     HAMILTON, BERMUDA, November 10, 2003–Foster Wheeler Ltd. (NYSE: FWC) today reported a net loss for the third quarter of 2003 of $26.9 million, or $0.65 per diluted share, which included net pre-tax charges of $26.1 million. Charges for the third quarter of 2003 included expenses of $13.9 million for professional services and severance benefits driven by the company’s restructuring process and an impairment loss of $15.1 million on the anticipated sale of a domestic corporate office building. This compares to a net loss of $151.0 million, or $3.69 per diluted share, for the same quarter last year, which included net pre-tax charges of $146.7 million. Revenues for the third quarter of 2003 totaled $896.2 million compared to $814.2 million in the third quarter of last year.

     “Our operating performance continues to improve,” said Raymond J. Milchovich, chairman, president and chief executive officer. “Although our backlog is down in these challenging market conditions, we are winning quality business with strategic and tactical importance and are seeing a steady level of opportunities. The increased rigor and discipline that we have instilled in the organization is allowing us to execute better, provide more value to our clients and improve project financial performance.”

     “We have seen improvement in domestic liquidity and our current forecast indicates that we will have adequate liquidity through year-end 2004. We intend to improve our position by taking a number of actions that include the successful completion of a major asset monetization,” continued Mr. Milchovich.

     “We are beginning to realize the benefits of our operational restructuring and continue our focus on completing our balance sheet restructuring during early 2004,” added Mr. Milchovich. “We believe the combination of an improved financial structure and substantial operational enhancements will allow us to unlock the considerable upside potential in our worldwide operations.”

     Worldwide, total cash and short-term investments at the end of the quarter were $470 million, compared to $419 million at the end of the second quarter of 2003, and $522 million at

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the end of the third quarter of 2002. Of the $470 million in cash and short-term investments at the end of the third quarter, $407 million was held by non-U.S. subsidiaries. As of September 26, 2003, the company’s indebtedness was $1.1 billion, essentially unchanged from year-end 2002 and down $67 million from the end of the third quarter of 2002.

     For the nine months ended September 26, 2003, revenues were $2.6 billion, flat with revenues in the first nine months of last year. Excluding the impact of the sale of the assets of the environmental business in the first quarter of 2003, revenues were up 8%. The net loss for the period was $76.1 million compared to a net loss of $413.1 million in the first nine months of 2002. Pre-tax charges of $86.9 million and $421.4 million were included in the first nine months of 2003 and 2002, respectively.

Bookings and Segment Performance

     Management uses several financial metrics to measure the performance of the company’s business segments. Earnings before interest expense, taxes, depreciation and amortization (EBITDA) is the primary financial measure used by the company’s chief decision makers and is one of the covenant metrics in the company’s outstanding debt. A reconciliation of EBITDA, a non-GAAP financial measure, to earnings before taxes, a GAAP measure, is shown below.

CALCULATION OF EBITDA
(In Thousands of Dollars)
Three months ended September 2003
					Corporate &
	E&C		Energy		Financial		Total
Earnings/(Loss) before income taxes	17,118		22,471		(61,200	)	(21,611	)
Interest Expense *	(432	)	4,560		21,820		25,948
Depreciation and Amortization	2,501		5,345		991		8,837
EBITDA	19,187		32,376		(38,389	)	13,174
Three months ended September 2002
					Corporate &
	E&C		Energy		Financial		Total
Earnings/(Loss) before income taxes	(28,636	)	(53,662	)	(60,412	)	(142,710	)
Interest Expense *	(985	)	5,009		17,079		21,103
Depreciation and Amortization	3,118		19,463		1,205		23,786
EBITDA	(26,503	)	(29,190	)	(42,128	)	(97,821	)
* Includes dividends on preferred security of subsidiary trust

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     New orders booked during the third quarter of 2003 were $582.4 million compared to $1,019.8 million in the third quarter of last year, excluding environmental orders of $23.7 million. The company’s backlog was $3.0 billion, compared to $4.0 billion at the end of the third quarter of 2002, excluding $1.8 billion related to the environmental business.

     Third-quarter new bookings for the Engineering and Construction (E&C) Group were $443.4 million, essentially flat with orders of $446.2 million during the year-ago quarter, excluding the environmental orders. The Group’s backlog was $2.0 billion, compared to $2.5 billion at quarter-end 2002, excluding the environmental backlog. Revenues for the E&C Group in the third quarter of 2003 were $575.5 million, up 45% compared to $396.2 million in the third quarter of 2002, excluding environmental revenues of $66.3 million. Both the UK and Continental Europe recorded significant increases. EBITDA was $19.2 million this quarter, compared to a negative EBITDA of $26.5 million for the same period last year.

     New bookings in the third quarter for the Energy Group were $135.2 million, compared to $579.5 million in third quarter 2002. Last year’s quarter included a contract award of $342 million to the company’s Finnish subsidiary for the engineering, procurement and construction of two power plants in Ireland. Backlog at quarter-end was $1.0 billion, compared to $1.6 billion at quarter-end 2002. Energy Group revenues for the quarter were $321.4 million, down from $355.8 million in the same quarter of 2002, as improvements in the European power business were more than offset by the U.S. power operations decline. EBITDA for the quarter was $32.4 million compared to a negative EBITDA of $29.2 million last year. Operations in Europe continue to improve on revenue growth while the U.S. business is benefiting from cost reductions and better execution on existing projects.

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Notes to Editor:

1. Consolidated Statements follow.

2. Foster Wheeler will conduct a conference call with analysts today (November 10) at 11:00 a.m. (Eastern). The call will be accessible to the public by telephone or Webcast. To listen to the call by telephone in the United States, dial 877-692-2588 approximately ten minutes before the call. International access is available by dialing 973-321-1040. The conference call will also be available over the Internet at www.fwc.com or through StreetEvents at www.streetevents.com.

A replay of the call will be available on the company's Web site as well as by telephone. To listen to the replay by telephone, dial 877-519-4471 or 973-341-3080 (replay passcode

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	4282162# required) starting one hour after the conclusion of the call through 8 p.m. (Eastern) on Monday, November 24, 2003. The replay can also be accessed on the company's Web site for two weeks following the call.
3.	Foster Wheeler Ltd. is a global company offering, through its subsidiaries, a broad range of design, engineering, construction, manufacturing, project development and management, research and plant operation services. Foster Wheeler serves the refining, oil and gas, petrochemical, chemicals, power, pharmaceuticals, biotechnology and healthcare industries. The corporation is based in Hamilton, Bermuda, and its operational headquarters are in Clinton, New Jersey, USA. For more information about Foster Wheeler, visit our Web site at www.fwc.com.
4.	Safe Harbor Statement
	This news release contains forward-looking statements that are based on management’s assumptions, expectations and projections about the various industries within which the Corporation operates. These include statements regarding our expectations regarding revenues (including as expressed by our backlog), 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. The corporation cautions that a variety of factors, including but not limited to the following, could cause business conditions and results to differ materially from what is contained in forward-looking statements: changes in the rate of economic growth in the United States and other major international economies, changes in investment by the energy, power, oil and gas, pharmaceutical, chemical/petrochemical and environmental industries, changes in the financial condition of our customers, changes in regulatory environment, changes in project design or schedules, changes in estimates made by the company of costs to complete projects, contract cancellations, changes in trade, monetary and fiscal policies worldwide, currency fluctuations, outcomes of pending and future litigation, including litigation regarding our liability for damages and insurance coverage for asbestos exposure, protection and validity of patents and other intellectual property rights, increasing competition by foreign and domestic companies, changes in financial markets, war and/or terrorist attacks on facilities either owned or where equipment or services are or may be provided, compliance with debt covenants, monetization of certain power systems facilities, implementation of our restructuring plan, recoverability of claims against customers and others, changes in estimates used in critical accounting policies, and the outcome of cash-generation initiatives. 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.

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11-10-03

Media Contact:	Richard Tauberman	908-730-4444
Investor Contact:	John Doyle	908-730-4270
Other Inquiries:		908-730-4000

Foster Wheeler Ltd. and Subsidiaries
Consolidated Statement of Earnings - Summary
(In Thousands of Dollars, Except Per Share Amounts)

	Three months ended						Nine months ended
	Sept. 2003			Sept. 2002			Sept. 2003			Sept. 2002
Unfilled orders	$	2,998,691		$	5,842,477		$	2,998,691		$	5,842,477
New orders booked		582,396			1,043,542			1,705,819			2,484,761
Revenues:
Operating revenues		886,573			799,069			2,592,903			2,538,812
Other income		9,625			15,118			49,969			40,305
Total revenues		896,198			814,187			2,642,872			2,579,117
Cost and Expenses:
Cost of operating revenues		806,494			857,927			2,392,838			2,465,406
Selling, general & administrative expenses		45,978			53,844			145,106			165,808
Other deductions / minority interest		39,389			24,023			90,665			130,464
Interest expense		21,364			16,904			57,196			48,861
Dividends on preferred security of subsidiary trust		4,584			4,199			13,443			12,315
Total costs and expenses		917,809			956,897			2,699,248			2,822,854
Loss before income taxes		(21,611	)		(142,710	)		(56,376	)		(243,737	)
Provision for income taxes		5,286			8,300			19,679			18,879
Net loss prior to cumulative effect of a change in accounting principle		(26,897	)		(151,010	)		(76,055	)		(262,616	)
Cumulative effect on prior years (to Dec. 28, 2001) of a change in accounting principle for goodwill, net of $0 tax											(150,500	)
Net loss	$	(26,897	)	$	(151,010	)	$	(76,055	)	$	(413,116	)
Other comprehensive earnings / (loss):
Foreign currency translation adjustment		(415	)		1,846			(1,131	)		11,252
Change in unrealized losses on derivative instruments, net of tax											(1,679	)
Reclassification of unrealized gain on derivative instruments to earnings											(2,155	)
Minimum pension liability adjustment								(13,511	)
Comprehensive loss	$	(27,312	)	$	(149,164	)	$	(90,697	)	$	(405,698	)

Foster Wheeler Ltd. and Subsidiaries
Consolidated Statement of Earnings - Summary
(In Thousands of Dollars, Except Per Share Amounts)

	Three months ended						Nine months ended
	Sept. 2003			Sept. 2002		Sept. 2003				Sept. 2002
Loss per share :
Basic:
Net loss prior to cumulative effect of a
change in accounting principle		($0.65)			($3.69)			($1.85)			($6.42)
Cumulative effect on prior years (to Dec. 28, 2001) of a
change in accounting principle for goodwill											($3.67)
Net loss per share		($0.65)			($3.69)			($1.85)			($10.09)
Diluted:
Net loss prior to cumulative effect of a
change in accounting principle		($0.65)			($3.69)			($1.85)			($6.42)
Cumulative effect on prior years (to Dec. 28, 2001) of a
change in accounting principle for goodwill											($3.67)
Net loss per share		($0.65)			($3.69)			($1.85)			($10.09)
Shares outstanding (in thousands) :
Basic : Weighted average number
of shares outstanding	41,041		40,963			41,040			40,943
Diluted : Effect of share options		*			*			*			*
Convertible Debt		*			*			*			*
Total diluted	41,041		40,963			41,040			40,943

See attached schedule of charges for the three and nine months ended September 2003 and 2002.

* The effect of the stock options and convertible debt were not included in the calculation of diluted earnings per share as they were antidilutive due to the loss.

Foster Wheeler Ltd. and Subsidiaries
Major Business Groups
(In Thousands of Dollars)

		Three months ended						Nine months ended
	Sept. 2003			Sept. 2002			Sept. 2003			Sept. 2002
Engineering and Construction (EC)
Unfilled orders	$	2,030,418		$	4,277,347		$	2,030,418		$	4,277,347
New orders booked		443,385			469,852			1,166,542			1,365,759
Revenues		575,516			462,531			1,587,505			1,443,833
Interest expense		(432	)		(985	)		(1,241	)		(1,554	)
Earnings/(loss) before income taxes and cumulative effect of a change          in accounting principle		17,118			(28,636	)		37,273			(21,371	)
EBITDA		19,187			(26,503	)		43,729			(11,379	)
Energy (E)
Unfilled orders		972,938			1,576,458			972,938			1,576,458
New orders booked		135,190			579,515			532,706			1,131,483
Revenues		321,384			355,766			1,057,099			1,155,102
Interest expense		4,560			5,009			14,293			16,747
Earnings/(loss) before income taxes and cumulative effect of a change          in accounting principle		22,471			(53,662	)		59,140			(73,633	)
EBITDA		32,376			(29,190	)		89,841			(25,436	)
Corporate and Financial Services (CF) (2)
Unfilled orders		(4,665	)		(11,328	)		(4,665	)		(11,328	)
New orders booked		3,821			(5,825	)		6,571			(12,481	)
Revenues		(702	)		(4,110	)		(1,732	)		(19,818	)
Interest expense (1)		21,820			17,079			57,587			45,983
(Loss) before income taxes		(61,200	)		(60,412	)		(152,789	)		(148,733	)
EBITDA		(38,389	)		(42,128	)		(92,186	)		(99,311	)
Total
Unfilled orders		2,998,691			5,842,477			2,998,691			5,842,477
New orders booked		582,396			1,043,542			1,705,819			2,484,761
Revenues		896,198			814,187			2,642,872			2,579,117
Interest expense (1)		25,948			21,103			70,639			61,176
(Loss) before income taxes		(21,611	)		(142,710	)		(56,376	)		(243,737	)
Provision for income taxes		5,286			8,300			19,679			18,879
Net (loss) prior to cumulative effect of a change in accounting principle		(26,897	)		(151,010	)		(76,055	)		(262,616	)
Cumulative effect on prior years of a change in accounting principle for          goodwill											(150,500	)
Net (loss)		(26,897	)		(151,010	)		(76,055	)		(413,116	)
EBITDA	$	13,174		$	(97,821	)	$	41,384		$	(136,126	)

See attached schedule of charges by group for the three and nine months ended September 2003 and 2002.

1) Includes dividends on preferred security of subsidiary trust.
2) Includes intersegment eliminations

Foster Wheeler Ltd.
Summary of Charges
(In Thousands of Dollars)

	Three months ended September 26, 2003							Nine months ended September 26, 2003
	E & C		Energy	C & F		Total		E & C		Energy	C & F	Total
(Gain) / loss on sale of assets				15,100		15,100		(15,300	)		15,100	(200	)
Revision to project cost estimates and related receivable reserve	(3,700	)	300			(3,400	)	32,400		2,300		34,700
Recovery of project claims								(2,500	)			(2,500	)
Restructuring and credit agreement costs				12,800		12,800					33,300	33,300
Severance	(600	)	1,200	500		1,100		3,200		4,500	2,000	9,700
Legacy cost of pension and postretirement medical	(600	)		1,900		1,300		(2,200	)		9,600	7,400
Legal and other				(800	)	(800	)				4,500	4,500
Total	(4,900	)	1,500	29,500		26,100		15,600		6,800	64,500	86,900
	Three months ended September 27, 2002							Nine months ended September 27, 2002
	E & C		Energy	C & F		Total		E & C		Energy	C & F	Total
Change in accounting for goodwill								48,700		101,800		150,500
Losses recognized in anticipation of asset sales										50,800		50,800
Revision to project cost estimates and related receivable reserve	37,700		43,200			80,900		38,000		28,800		66,800
Revision to project claim estimates and related costs	6,700		7,400	8,600		22,700		33,900		28,100	8,600	70,600
Provision for impairment loss on a U.S. manufacturing facility under SFAS 144			13,400			13,400				13,400		13,400
Provision for asbestos claims				6,200		6,200					6,200	6,200
Performance intervention, restructuring and credit agreement costs				8,500		8,500					27,400	27,400
Severance	500		1,200	1,400		3,100		500		4,300	2,900	7,700
Legacy cost of pension and postretirement medical				2,700		2,700					8,000	8,000
Legal and other	1,000		4,700	3,500		9,200		1,000		8,200	10,800	20,000
Total	45,900		69,900	30,900		146,700		122,100		235,400	63,900	421,400

Foster Wheeler Ltd. and Subsidiaries
Condensed Consolidated Balance Sheet
(In Thousands of Dollars)

	September 26,			December 27,
ASSETS	2003			2002
CURRENT ASSETS:
Cash and cash equivalents	$	407,703		$	344,305
Short-term investments			13,176			271
Accounts and notes receivable		508,678			628,221
Contracts in process and inventories		197,096			279,824
Prepaid, deferred and refundable income taxes			30,724			41,155
Prepaid expenses			34,423			36,071
Total current assets	1,191,800			1,329,847
Land, buildings and equipment		703,503			769,680
Less accumulated depreciation		362,107			361,861
Net book value		341,396			407,819
Restricted cash			49,271			84,793
Notes and accounts receivable – long-term			31,167			21,944
Investment and advances			89,826			88,523
Goodwill, net			50,746			50,214
Other intangible assets, net			71,428			72,668
Prepaid pension cost and related benefit asset			23,572			26,567
Asbestos-related insurance recovery receivable		497,030			534,045
Other assets		174,464			156,279
Deferred income taxes			76,217			69,578
TOTAL ASSETS	$	2,596,917		$	2,842,277
LIABILITIES AND SHAREHOLDERS’ EQUITY/(DEFICIT)
CURRENT LIABILITIES:
Current installments on long-term debt	$		28,087	$		31,562
Bank loans			121			14,474
Accounts payable and accrued expenses		576,770			635,089
Estimated costs to complete long-term contracts		608,589			645,763
Advance payments by customers			69,774			82,658
Income taxes			54,258			64,517
Total current liabilities		1,337,599		1,474,063
Corporate and other debt less current installments		334,112			341,702
Special-purpose project debt less current installments		172,330			181,613
Capital lease obligations			61,089			58,237
Deferred income taxes			8,339			8,333
Pension, postretirement and other employee benefits		478,940			437,820
Asbestos-related liability		460,678			519,790
Other long-term liabilities and minority interest		123,058			109,373
Subordinated Robbins facility exit funding obligations		107,285			107,285
Convertible subordinated notes		210,000			210,000
Trust preferred securities		175,000			175,000
TOTAL LIABILITIES.		3,468,430		3,623,216
SHAREHOLDERS’ DEFICIT:
Common Stock			40,772			40,772
Paid-in capital		201,841			201,718
Retained deficit	(730,046)			(653,991)
Accumulated other comprehensive loss	(384,080)			(369,438)
TOTAL SHAREHOLDERS’ DEFICIT	(871,513)			(780,939)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	$	2,596,917		$	2,842,277

Foster Wheeler Ltd. and Subsidiaries

CALCULATION OF EBITDA
(In Thousands of Dollars)

	Three months ended				Nine months ended
	Sept. 2003		Sept. 2002		Sept. 2003		Sept. 2002
Consolidated Total
(Loss)/ Earnings Before Income Taxes	(21,611	)	(142,710	)	(56,376	)	(243,737	)
Interest Expense *	25,948		21,103		70,639		61,176
Depreciation and Amortization	8,837		23,786		27,121		46,435
EBITDA	13,174		(97,821	)	41,384		(136,126	)
Engineering & Construction
(Loss)/ Earnings Before Income Taxes	17,118		(28,636	)	37,273		(21,371	)
Interest Expense	(432	)	(985	)	(1,241	)	(1,554	)
Depreciation and Amortization	2,501		3,118		7,697		11,546
EBITDA	19,187		(26,503	)	43,729		(11,379	)
Energy
(Loss)/ Earnings Before Income Taxes	22,471		(53,662	)	59,140		(73,633	)
Interest Expense	4,560		5,009		14,293		16,747
Depreciation and Amortization	5,345		19,463		16,408		31,450
EBITDA	32,376		(29,190	)	89,841		(25,436	)
Corporate & Financial
(Loss)/ Earnings Before Income Taxes	(61,200	)	(60,412	)	(152,789	)	(148,733	)
Interest Expense *	21,820		17,079		57,587		45,983
Depreciation and Amortization	991		1,205		3,016		3,439
EBITDA	(38,389	)	(42,128	)	(92,186	)	(99,311	)

*   Includes dividends on preferred security of subsidiary trust