-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ST38dpJ1KZGDfyjnkJ2kLSpNd9oY69onLJHeNwusSsjiCQOWU45BUqdyGnjfswlA 5D76MN2kdPJ5u7ic1V1uEA== 0001104659-10-025426.txt : 20100505 0001104659-10-025426.hdr.sgml : 20100505 20100505070718 ACCESSION NUMBER: 0001104659-10-025426 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20100505 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100505 DATE AS OF CHANGE: 20100505 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FOSTER WHEELER AG CENTRAL INDEX KEY: 0001130385 STANDARD INDUSTRIAL CLASSIFICATION: HEAVY CONSTRUCTION OTHER THAN BUILDING CONST - CONTRACTORS [1600] IRS NUMBER: 223802649 STATE OF INCORPORATION: V8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31305 FILM NUMBER: 10799504 BUSINESS ADDRESS: STREET 1: 80 RUE DE LAUSANNE CITY: GENEVA STATE: V8 ZIP: CH 1202 BUSINESS PHONE: 9087304000 MAIL ADDRESS: STREET 1: PERRYVILLE CORPORATE PARK STREET 2: SERVICE ROAD EAST 173 CITY: CLINTON STATE: NJ ZIP: 08809 FORMER COMPANY: FORMER CONFORMED NAME: FOSTER WHEELER LTD DATE OF NAME CHANGE: 20001221 8-K 1 a10-9027_18k.htm 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K

 

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported) May 5, 2010

 

FOSTER WHEELER AG

(Exact Name of Registrant as Specified in Its Charter)

 

Switzerland

(State or Other Jurisdiction of Incorporation)

 

001-31305

 

98-0607469

(Commission File Number)

 

(IRS Employer Identification No.)

 

 

 

80 Rue de Lausanne, CH 1202 Geneva, Switzerland

 

6340

(Address of Principal Executive Offices)

 

(Zip Code)

 

41 22 741-8000

(Registrant’s Telephone Number, Including Area Code)

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

 

 

 



 

Item 2.02 Results of Operations and Financial Condition.

 

On May 5, 2010, Foster Wheeler AG (the “Company”) issued a press release containing information about the Company’s results of operations for the period ended March 31, 2010.  A copy of the press release is attached hereto as Exhibit 99.1 and incorporated into this Item 2.02 by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)                                                                                 Exhibit(s)

 

99.1

 

Press release, dated May 5, 2010.

 

2



 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

FOSTER WHEELER AG

 

 

 

By:

/s/ Lisa Wood

DATE: May 5, 2010

 

Name: Lisa Wood

Title: Vice President and Controller

 

3



 

EXHIBIT INDEX

 

Exhibit Number

 

Description

 

 

 

99.1

 

Press Release, dated May 5, 2010.

 

4


EX-99.1 2 a10-9027_1ex99d1.htm EX-99.1

Exhibit 99.1

 

 

FOSTER WHEELER REPORTS CONTINUED SOLID RESULTS FOR FIRST QUARTER OF 2010;

COMPANY SEES SIGNS OF IMPROVING MARKET

 

·                  Net income of $72.1 million, or $0.56 per diluted share

·                  Excellent operating performance

·                  Global Power Group:  scope new orders at  highest level since Q1 2008

·                  Global E&C Group:  increased proposal activity suggests potential improvement in market conditions, particularly in Asia and Central/South America

 

ZUG, SWITZERLAND, May 5, 2010 — Foster Wheeler AG (Nasdaq: FWLT) today reported net income for the first quarter of 2010 of $72.1 million, or $0.56 per diluted share, compared with $72.9 million, or $0.57 per diluted share, in the first quarter of 2009.  Net income in both quarterly periods was impacted by asbestos-related gains and provisions as detailed in an attached table.  Excluding such items from both quarterly periods, net income in the first quarter of 2010 was $71.3 million, or $0.56 per diluted share, compared with $74.6 million, or $0.59 per diluted share, in the first quarter of 2009.

 

First-quarter 2010 consolidated EBITDA (earnings before interest expense, income taxes, depreciation and amortization) was $111.3 million, compared with $105.6 million in the first quarter of 2009. Consolidated EBITDA in both quarterly periods was also impacted by asbestos-related gains and provisions as detailed in an attached table.  Excluding such items from both quarterly periods, consolidated EBITDA in the first quarter of 2010 was $110.5 million, compared with $107.3 million in the first quarter of 2009.

 

Net income for the first quarter of 2010 includes a one-time, after-tax gain of $14.5 million, or $0.11 per diluted share, associated with the curtailment of a pension plan, as more fully described below.   The pretax impact of the gain of $20.1 million is included in consolidated EBITDA for the quarter.

 

The following tables present quarterly and average quarterly data, both as reported and as adjusted.  The company believes that quarterly averages provide meaningful comparative relevance for certain key metrics in light of the significant quarter-to-quarter variability that is inherent in the company’s financial results.

 

(in millions)

 

Q1 2010

 

Q1 2009

 

Qtrly Avg. 2009

 

Net income

 

$

72

 

$

73

 

$

87

 

Net income, as adjusted

 

$

71

 

$

75

 

$

94

 

Consolidated EBITDA

 

$

111

 

$

106

 

$

126

 

Consolidated EBITDA, as adjusted

 

$

111

 

$

107

 

$

133

 

 

Foster Wheeler’s Chairman and Chief Executive Officer, Raymond J. Milchovich, said, “Net income in the first quarter of 2010 was below the average quarter of 2009 due mainly to lower revenues, reflecting the weaker market conditions that we began to experience in the middle of 2008.  Still, in this environment, both of our business groups demonstrated commercial and operating excellence during the quarter,” he said.

 

“In particular, our Global Power Group reported a sharp improvement in booking and backlog figures, posting its highest scope booking quarter since the first quarter of 2008 and its highest scope backlog level since the fourth quarter of 2008.  The Group also reported a very strong EBITDA margin,” said Milchovich.

 



 

“Our Global Engineering and Construction Group reported a very sound level of scope new orders — driven in part by the booking of a large EPC contract in South Africa — a continued substantial level of scope backlog and a robust EBITDA margin,” said Milchovich.

 

Global Engineering and Construction (E&C) Group

 

(in millions)

 

Q1 2010

 

Q1 2009

 

Qtrly Avg. 2009

 

New orders booked (FW Scope)

 

$

418

 

$

713

 

$

494

 

Operating revenues (FW Scope)

 

$

414

 

$

441

 

$

478

 

Segment EBITDA

 

$

100

 

$

81

 

$

105

 

EBITDA Margin (FW Scope)

 

24.1

%

18.4

%

22.0

%

 

·                  Scope operating revenues in the first quarter of 2010 were below the average quarter of 2009 due to lower volumes of work executed.

·                  EBITDA in the first quarter of 2010 was favorably impacted by a $20 million pre-tax gain associated with an employee pension plan in the United Kingdom, where the company took a number of actions, including freezing pension benefits.  Excluding this gain from first-quarter 2010 results, the EBITDA margin for E&C would have been 19.3%.  The company currently estimates that these particular actions will reduce its ongoing pre-tax annual pension expense by approximately $13 million.

·                  New orders booked in Foster Wheeler scope in the first quarter of 2010 were below the average quarter of 2009 but remained at a very sound level.

 

Global Power Group (GPG)

 

(in millions)

 

Q1 2010

 

Q1 2009

 

Qtrly Avg. 2009

 

New orders booked (FW Scope)

 

$

460

 

$

93

 

$

150

 

Operating revenues (FW Scope)

 

$

163

 

$

309

 

$

251

 

Segment EBITDA

 

$

30

 

$

49

 

$

49

 

EBITDA Margin (FW Scope)

 

18.3

%

15.8

%

19.3

%

 

·                  Scope operating revenues in the first quarter of 2010 were below the average quarter of 2009, reflecting the impact of the weak market experienced during 2009.

·                  EBITDA in the first quarter of 2010 was below the average quarter of 2009 due primarily to lower volumes of work executed, partially offset by capturing an increased level of profit enhancement opportunities through excellent operating performance.

·                  New orders booked in Foster Wheeler scope in the first quarter of 2010 were well above the average quarter of 2009 and reached the highest level since the first quarter of 2008.  The Global Power Group booked three key boiler orders during the first quarter of 2010.

 

Milchovich said, “We are encouraged by signs of potentially improving markets.   In GPG, we are clearly seeing movement on certain prospects that have continuing interest in our highly valued CFB boiler technology — as evidenced by the sharp upturn in scope new orders in the first quarter.  With this in mind, we believe that GPG is extremely well positioned to exit the year with an increase in backlog relative to the end of 2009.   In our Global E&C Group, increased proposal activity suggests potential improvement in market conditions, particularly in Asia and Central/South America.”

 

Share Repurchase Program

 

On September 12, 2008, the company announced that its board of directors had authorized a $750 million share repurchase program.  The company purchased no shares under the program during the first quarter of 2010.   To date, the company has purchased 18.1 million shares and has approximately $264 million remaining under the existing authorization.

 

2



 

Net Income Attributable to Foster Wheeler AG

 

All references to net income in this news release indicate net income attributable to Foster Wheeler AG.

 

Calculation of EBITDA

 

EBITDA is a supplemental financial measure not defined in generally accepted accounting principles, or GAAP.  The Company defines EBITDA as net income attributable to Foster Wheeler AG before interest expense, income taxes, depreciation and amortization.  The Company has presented EBITDA because it believes 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.  The Company believes that the line item on its 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 the Company, 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 the Company’s ability to fund its 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.

 

The Company’s non-GAAP performance measure, EBITDA, has certain material limitations as follows:

 

·              It does not include interest expense.  Because the Company has borrowed money to finance some of its operations, interest is a necessary and ongoing part of its costs and has assisted the Company 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 the Company’s operations, any measure that excludes taxes has material limitations; and

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

 

Calculation of EBITDA Margin

 

Segment EBITDA margin is calculated by dividing business unit operating revenues in Foster Wheeler Scope into business unit EBITDA.

 

Foster Wheeler Scope

 

Foster Wheeler Scope represents that portion of unfilled orders, new orders booked and operating revenues on which profit can be earned.  Foster Wheeler Scope excludes revenues relating to third-party costs incurred by the Company as agent or principal on a reimbursable basis.  The Company began comprehensively reporting Foster Wheeler Scope as of 2005.

 

Conference Call Information

 

Foster Wheeler AG plans to hold a conference call today, Wednesday, May 5, at 4:00 p.m. Central European Time (10:00 a.m. Eastern Daylight Time in the U.S.) to discuss its financial results for the first quarter ended March 31, 2010.

 

The call will be accessible to the public by telephone or webcast, and the company will post an accompanying slide presentation in the investor relations section of its website (www.fwc.com).  To listen to the call by telephone, dial 973-935-8752 (conference I.D. No. 66731019) approximately ten minutes before the call.  The conference call will also be available over the Internet at www.fwc.com or through StreetEvents at www.streetevents.com.

 

3



 

A replay of the call will be available on the company’s website as well as by telephone.  The replay can be accessed on the company’s website for four weeks following the call.  The replay will be available by telephone for one week following the call and can be accessed by dialing 706-645-9291 (replay passcode 66731019 required).

 

Foster Wheeler AG is a global engineering and construction contractor and power equipment supplier delivering technically advanced, reliable facilities and equipment. The Company employs approximately 13,000 talented professionals with specialized expertise dedicated to serving clients through one of its two primary business groups. The Company’s Global Engineering and Construction Group designs and constructs leading-edge processing facilities for the upstream oil and gas, LNG and gas-to-liquids, refining, chemicals and petrochemicals, power, environmental, pharmaceuticals, biotechnology and healthcare industries.  The Company’s Global Power Group is a world leader in combustion and steam generation technology that designs, manufactures and erects steam generating and auxiliary equipment for power stations and industrial facilities and also provides a wide range of aftermarket services.  The Company is based in Zug, Switzerland, and its operational headquarters office is in Geneva, Switzerland.   For more information about Foster Wheeler, please visit our Web site at www.fwc.com.

 

#     #     #

 

10-420

 

Safe Harbor Statement

 

Foster Wheeler AG news releases may contain forward-looking statements that are based on management’s assumptions, expectations and projections about the Company and the various industries within which the Company operates.  These include statements regarding the Company’s expectations about revenues (including as expressed by its backlog), its 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 Company cautions that a variety of factors, including but not limited to the factors described in the Company’s most recent Annual Report on Form 10-K, which was filed with the U.S. Securities and Exchange Commission on February 25, 2010 and the following, could cause the Company’s business conditions and results to differ materially from what is contained in forward-looking statements: benefits, effects or results of the Company’s redomestication or the relocation of the Company’s 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 its customers, changes in regulatory environments, changes in project design or schedules, contract cancellations, changes in estimates made by the Company of costs to complete projects, changes in trade, monetary and fiscal policies worldwide, compliance with laws and regulations relating to its global operations, currency fluctuations, war and/or terrorist attacks on facilities either owned by the Company or where equipment or services are or may be provided by the Company, interruptions to shipping lanes or other methods of transit, outcomes of pending and future litigation, including litigation regarding the Company’s liability for damages and insurance coverage for asbestos exposure, protection and validity of its patents and other intellectual property rights, increasing competition by non-U.S. and U.S. companies, compliance with its debt covenants, recoverability of claims against its customers and others by the Company and claims by third parties against the Company, and changes in estimates used in its 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 the Company’s control.  You should consider the areas of risk described above in connection with any forward-looking statements that may be made by the Company.  The Company undertakes 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 the Company makes 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 Securities and Exchange Commission.

 

#     #     #

 

Contacts:

 

 

 

Media

Maureen Bingert

908 730 4444

E-mail: maureen_bingert@fwc.com

Investor Relations

Scott Lamb

908-730-4155

E-mail: scott_lamb@fwc.com

Other Inquiries

 

908 730 4000

fw@fwc.com

 

4



 

Foster Wheeler AG and Subsidiaries

Consolidated Statement of Operations

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

(unaudited)

 

 

 

Fiscal Three Months Ended

 

 

 

March 31,
2010

 

March 31,
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

 

 

 

 

 

 

 

Shares Outstanding:

 

 

 

 

 

Weighted-average number of shares outstanding for basic earnings per share

 

127,474,887

 

126,265,903

 

 

 

 

 

 

 

Weighted-average number of shares outstanding for diluted earnings per share

 

127,893,176

 

126,747,395

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

Basic

 

$

0.57

 

$

0.58

 

Diluted

 

$

0.56

 

$

0.57

 

 

5



 

Foster Wheeler AG and Subsidiaries

Consolidated Balance Sheet

(in thousands of dollars)

(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

 

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

 

 

6



 

Foster Wheeler AG and Subsidiaries

Business Segments

(in thousands of dollars)

(unaudited)

 

 

 

Fiscal Three Months Ended

 

 

 

March 31,
2010

 

March 31,
2009

 

Global Engineering & Construction Group

 

 

 

 

 

Backlog - in future revenues

 

$

3,164,700

 

$

4,097,400

 

New orders booked - in future revenues

 

476,300

 

809,500

 

Operating revenues

 

779,684

 

952,412

 

EBITDA

 

99,933

 

81,282

 

 

 

 

 

 

 

Foster Wheeler Scope (1):

 

 

 

 

 

Backlog - in Foster Wheeler Scope

 

1,455,200

 

1,610,800

 

New orders booked - in Foster Wheeler Scope

 

418,200

 

712,800

 

Operating revenues - in Foster Wheeler Scope

 

413,883

 

441,191

 

 

 

 

 

 

 

Global Power Group

 

 

 

 

 

Backlog - in future revenues

 

863,100

 

813,800

 

New orders booked - in future revenues

 

462,200

 

96,500

 

Operating revenues

 

165,889

 

312,111

 

EBITDA

 

29,883

 

48,783

 

 

 

 

 

 

 

Foster Wheeler Scope (1):

 

 

 

 

 

Backlog - in Foster Wheeler Scope

 

851,500

 

801,100

 

New orders booked - in Foster Wheeler Scope

 

459,500

 

93,400

 

Operating revenues - in Foster Wheeler Scope

 

163,219

 

309,030

 

 

 

 

 

 

 

Corporate & Finance Group (2)

 

 

 

 

 

EBITDA

 

(18,536

)

(24,481

)

 

 

 

 

 

 

Consolidated

 

 

 

 

 

Backlog - in future revenues

 

4,027,800

 

4,911,200

 

New orders booked - in future revenues

 

938,500

 

906,000

 

Operating revenues

 

945,573

 

1,264,523

 

EBITDA

 

111,280

 

105,584

 

 

 

 

 

 

 

Foster Wheeler Scope (1):

 

 

 

 

 

Backlog - in Foster Wheeler Scope

 

2,306,700

 

2,411,900

 

New orders booked - in Foster Wheeler Scope

 

877,700

 

806,200

 

Operating revenues - in Foster Wheeler Scope

 

577,102

 

750,221

 

 


(1)        Foster Wheeler Scope represents the portion of backlog, new orders booked and operating revenues on which profit can be earned.  Foster Wheeler Scope excludes revenues relating to third-party costs incurred by the company as agent or principal on a reimbursable basis.

 

(2)        Includes intersegment eliminations.

 

7



 

Foster Wheeler AG and Subsidiaries

Reconciliations of EBITDA and Foster Wheeler Scope

(in thousands of dollars)

(unaudited)

 

 

 

Fiscal Three Months Ended

 

 

 

March 31,
2010

 

March 31,
2009

 

Reconciliation of EBITDA to Net Income*

 

 

 

 

 

EBITDA:

 

 

 

 

 

Global Engineering & Construction Group

 

$

99,933

 

$

81,282

 

Global Power Group

 

29,883

 

48,783

 

Corporate & Finance Group

 

(18,536

)

(24,481

)

Consolidated EBITDA

 

111,280

 

105,584

 

Less: Interest expense

 

4,551

 

4,167

 

Less: Depreciation/amortization (1)

 

13,059

 

10,551

 

Less: Provision for income taxes

 

21,610

 

18,003

 

Net income*

 

$

72,060

 

$

72,863

 

 

 

 

 

 

 

Reconciliation of Foster Wheeler Scope Operating Revenues to Operating Revenues

 

 

 

 

 

 

 

 

 

 

 

Global Engineering & Construction Group

 

 

 

 

 

Foster Wheeler Scope operating revenues

 

$

413,883

 

$

441,191

 

Flow-through revenues

 

365,801

 

511,221

 

Operating revenues

 

779,684

 

952,412

 

 

 

 

 

 

 

Global Power Group

 

 

 

 

 

Foster Wheeler Scope operating revenues

 

163,219

 

309,030

 

Flow-through revenues

 

2,670

 

3,081

 

Operating revenues

 

165,889

 

312,111

 

 

 

 

 

 

 

Consolidated

 

 

 

 

 

Foster Wheeler Scope operating revenues

 

577,102

 

750,221

 

Flow-through revenues

 

368,471

 

514,302

 

Operating revenues

 

$

945,573

 

$

1,264,523

 

 


(1) The depreciation / amortization by business segment:

 

 

 

Fiscal Three Months Ended

 

 

 

March 31,
2010

 

March 31,
2009

 

Global Engineering & Construction Group

 

$

7,332

 

$

5,142

 

Global Power Group

 

5,287

 

5,039

 

Corporate & Finance Group

 

440

 

370

 

Total depreciation / amortization

 

$

13,059

 

$

10,551

 

 

* Net income attributable to Foster Wheeler AG.

 

8


 


 

Foster Wheeler AG and Subsidiaries

EBITDA, Net Income* and Diluted Earnings Per Share Reconciliation

(in thousands of dollars, except per share amounts)

(unaudited)

 

 

 

Fiscal Three Months Ended

 

 

 

March 31, 2010

 

 

 

 

 

 

 

Diluted Earnings

 

 

 

EBITDA

 

Net Income*

 

Per Share

 

As adjusted

 

$

110,533

 

$

71,313

 

$

0.56

 

 

 

 

 

 

 

 

 

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net asbestos-related gains

 

747

 

747

 

0.00

 

 

 

 

 

 

 

 

 

As reported

 

$

111,280

 

$

72,060

 

$

0.56

 

 

 

 

Fiscal Three Months Ended

 

 

 

March 31, 2009

 

 

 

 

 

 

 

Diluted Earnings

 

 

 

EBITDA

 

Net Income*

 

Per Share

 

As adjusted

 

$

107,334

 

$

74,613

 

$

0.59

 

 

 

 

 

 

 

 

 

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net asbestos-related provision

 

(1,750

)

(1,750

)

(0.02

)

 

 

 

 

 

 

 

 

As reported

 

$

105,584

 

$

72,863

 

$

0.57

 

 

 

 

Fiscal Twelve Months Ended

 

 

 

December 31, 2009

 

 

 

 

 

 

 

Diluted Earnings

 

 

 

EBITDA

 

Net Income*

 

Per Share

 

As adjusted

 

$

530,164

 

$

376,521

 

$

2.96

 

 

 

 

 

 

 

 

 

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net asbestos-related provision

 

(26,365

)

(26,365

)

(0.21

)

 

 

 

 

 

 

 

 

As reported

 

$

503,799

 

$

350,156

 

$

2.75

 

 


*Net income attributable to Foster Wheeler AG.

 

9



 

Foster  Wheeler AG and Subsidiaries

Average Calculations

(in thousands of dollars)

(unaudited)

 

 

 

2009
Full Year
Amount

 

2009
Quarterly
Average
Amount *

 

 

 

 

 

 

 

Consolidated

 

 

 

 

 

Net income **

 

$

350,156

 

$

87,539

 

Adjusted net income **

 

376,521

 

94,130

 

Consolidated EBITDA

 

503,799

 

125,950

 

Consolidated EBITDA, as adjusted

 

530,164

 

132,541

 

 

 

 

 

 

 

Global Engineering & Construction Group

 

 

 

 

 

New orders booked - in Foster Wheeler Scope

 

$

1,975,200

 

$

493,800

 

Operating revenues - in Foster Wheeler Scope

 

1,910,997

 

477,749

 

Segment EBITDA

 

421,186

 

105,297

 

EBITDA margin

 

22.0

%

22.0

%

 

 

 

 

 

 

Global Power Group

 

 

 

 

 

New orders booked - in Foster Wheeler Scope

 

$

599,900

 

$

149,975

 

Operating revenues - in Foster Wheeler Scope

 

1,004,123

 

251,031

 

Segment EBITDA

 

194,027

 

48,507

 

EBITDA margin

 

19.3

%

19.3

%

 


* To calculate the quarterly average dollar amounts, the company divided reported annual figures by four.

** Net income attributable to Foster Wheeler AG.

 

10


 

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