10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2013

or

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

Shinfield Park Reading Berkshire RG2 9FW, United Kingdom	RG2 9FW
(Address of principal executive offices)	(Zip Code)

44 118 913 1234

(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.    Yes  x    No  ¨

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).    Yes  x    No  ¨

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 filer	x	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 98,133,694 registered shares were outstanding as of July 26, 2013.

FOSTER WHEELER AG

INDEX

Part I FINANCIAL INFORMATION			3
Item 1	–	Financial Statements (Unaudited):	3
		Consolidated Statement of Operations for the Quarters and Six Months Ended June 30, 2013 and 2012	3
		Consolidated Statement of Comprehensive Income for the Quarters and Six Months Ended June 30, 2013 and 2012	4
		Consolidated Balance Sheet as of June 30, 2013 and December 31, 2012	5
		Consolidated Statement of Changes in Equity for the Six Months Ended June 30, 2013 and 2012	6
		Consolidated Statement of Cash Flows for the Six Months Ended June 30, 2013 and 2012	7
		Notes to Consolidated Financial Statements	8
Item 2	–	Management’s Discussion and Analysis of Financial Condition and Results of Operations	34
Item 3	–	Quantitative and Qualitative Disclosures about Market Risk	56
Item 4	–	Controls and Procedures	56
Part II OTHER INFORMATION			56
Item 1	–	Legal Proceedings	56
Item 1A	–	Risk Factors	56
Item 2	–	Unregistered Sales of Equity Securities and Use of Proceeds	57
Item 3	–	Defaults Upon Senior Securities	57
Item 4	–	Mine Safety Disclosures	57
Item 5	–	Other Information	57
Item 6	–	Exhibits	58
Signatures			59

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)

	Quarter Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
Operating revenues	$	863,407		$	936,462		$	1,653,551		$	1,864,052
Cost of operating revenues		709,800			797,529			1,380,498			1,585,036
Contract profit		153,607			138,933			273,053			279,016
Selling, general and administrative expenses		89,801			85,289			180,133			168,430
Other income, net		(18,014	)		(10,515	)		(22,765	)		(18,653	)
Other deductions, net		10,490			12,174			15,802			16,237
Interest income		(1,482	)		(2,947	)		(2,944	)		(6,114	)
Interest expense		3,916			4,249			6,588			7,665
Net asbestos-related (gain)/provision		(13,750	)		3,713			(11,750	)		5,710
Income from continuing operations before income taxes		82,646			46,970			107,989			105,741
Provision for income taxes		13,319			12,291			18,479			27,175
Income from continuing operations		69,327			34,679			89,510			78,566
Discontinued operations:
Income/(loss) from discontinued operations before income taxes		2,383			438			(1,495	)		(406	)
Provision for income taxes from discontinued operations		—			—			—			—
Income/(loss) from discontinued operations		2,383			438			(1,495	)		(406	)
Net income		71,710			35,117			88,015			78,160
Less: Net income attributable to noncontrolling interests		1,011			4,258			4,290			6,655
Net income attributable to Foster Wheeler AG	$	70,699		$	30,859		$	83,725		$	71,505
Amounts attributable to Foster Wheeler AG:
Income from continuing operations attributable to Foster Wheeler AG	$	68,316		$	30,421		$	85,220		$	71,911
Income/(loss) from discontinued operations attributable to Foster Wheeler AG		2,383			438			(1,495	)		(406	)
Net income attributable to Foster Wheeler AG	$	70,699		$	30,859		$	83,725		$	71,505
Basic earnings per share:
Income from continuing operations attributable to Foster Wheeler AG (see Note 1)	$	0.68		$	0.29		$	0.83		$	0.66
Income/(loss) from discontinued operations attributable to Foster Wheeler AG		0.03			—			(0.01	)		—
Net income attributable to Foster Wheeler AG	$	0.71		$	0.29		$	0.82		$	0.66
Diluted earnings per share:
Income from continuing operations attributable to Foster Wheeler AG (see Note 1)	$	0.68		$	0.29		$	0.83		$	0.66
Income/(loss) from discontinued operations attributable to Foster Wheeler AG		0.03			—			(0.01	)		—
Net income attributable to Foster Wheeler AG	$	0.71		$	0.29		$	0.82		$	0.66

See notes to consolidated financial statements.

3

FOSTER WHEELER AG AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(in thousands of dollars)

(unaudited)

	Quarter Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
Net income	$	71,710		$	35,117		$	88,015		$	78,160
Other comprehensive income/(loss), net of tax:
Foreign currency translation adjustments:
Foreign currency translation adjustments, net of tax		(5,301	)		(23,592	)		(19,714	)		(9,320	)
Cash flow hedges adjustments:
Unrealized gain/(loss)		2,126			(965	)		1,308			(2,991	)
Tax impact		(704	)		444			(496	)		1,193
Unrealized gain/(loss), net of tax		1,422			(521	)		812			(1,798	)
Reclassification for losses included in net income (see Note 8 for further information)		1,149			840			2,284			1,736
Tax impact		(381	)		(368	)		(669	)		(698	)
Reclassification for losses included in net income, net of tax		768			472			1,615			1,038
Total cash flow hedges adjustments, net of tax		2,190			(49	)		2,427			(760	)
Pension and other postretirement benefits adjustments, net of tax:
Amortization included in net periodic pension cost (see Note 6 for further information):
Net actuarial loss		4,933			4,442			9,597			8,698
Tax impact		(556	)		(398	)		(1,005	)		(791	)
Net actuarial loss, net of tax		4,377			4,044			8,592			7,907
Prior service credit		(1,260	)		(1,274	)		(2,524	)		(2,546	)
Tax impact		91			101			182			200
Prior service credit, net of tax		(1,169	)		(1,173	)		(2,342	)		(2,346	)
Transition obligation		14			12			28			25
Tax impact		3			3			6			7
Transition obligation, net of tax		17			15			34			32
Total pension and other postretirement benefits adjustments, net of tax		3,225			2,886			6,284			5,593
Other comprehensive income/(loss), net of tax		114			(20,755	)		(11,003	)		(4,487	)
Comprehensive income		71,824			14,362			77,012			73,673
Less: Comprehensive income attributable to noncontrolling interests		648			2,701			3,140			6,423
Comprehensive income attributable to Foster Wheeler AG	$	71,176		$	11,661		$	73,872		$	67,250

See notes to consolidated financial statements.

4

FOSTER WHEELER AG AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

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

(unaudited)

	June 30, 2013			December 31, 2012
ASSETS
Current Assets:
Cash and cash equivalents	$	414,738		$	582,322
Accounts and notes receivable, net:
Trade		645,229			609,213
Other		79,883			86,981
Contracts in process		200,297			228,979
Prepaid, deferred and refundable income taxes		55,438			57,404
Other current assets		44,341			47,138
Current assets held for sale		1,758			1,505
Total current assets		1,441,684			1,613,542
Land, buildings and equipment, net		280,182			285,402
Restricted cash		49,417			62,189
Notes and accounts receivable - long-term		13,912			14,119
Investments in and advances to unconsolidated affiliates		170,641			205,476
Goodwill		154,688			133,518
Other intangible assets, net		122,078			105,100
Asbestos-related insurance recovery receivable		127,362			132,438
Long-term assets held for sale		45,219			49,579
Other assets		112,445			90,509
Deferred tax assets		46,535			42,052
TOTAL ASSETS	$	2,564,163		$	2,733,924
LIABILITIES, TEMPORARY EQUITY AND EQUITY
Current Liabilities:
Current installments on long-term debt	$	13,262		$	13,672
Accounts payable		315,447			298,411
Accrued expenses		221,146			231,602
Billings in excess of costs and estimated earnings on uncompleted contracts		518,192			564,356
Income taxes payable		36,614			64,992
Current liabilities held for sale		1,783			3,154
Total current liabilities		1,106,444			1,176,187
Long-term debt		115,692			124,034
Deferred tax liabilities		44,618			40,889
Pension, postretirement and other employee benefits		171,387			177,345
Asbestos-related liability		242,874			259,350
Other long-term liabilities		189,510			190,132
Commitments and contingencies
TOTAL LIABILITIES		1,870,525			1,967,937
Temporary Equity:
Non-vested share-based compensation awards subject to redemption		10,663			8,594
TOTAL TEMPORARY EQUITY		10,663			8,594
Equity:
Registered shares:
CHF 3.00 par value; authorized: 171,302,779 shares and 171,018,974 shares, respectively; conditionally authorized: 59,085,918 shares and 59,369,723 shares, respectively; issued: 108,984,823 shares and 108,701,018 shares, respectively; outstanding: 98,133,694 shares and 104,441,589 shares, respectively.		270,529			269,633
Paid-in capital		275,262			266,943
Retained earnings		919,718			835,993
Accumulated other comprehensive loss		(577,456	)		(567,603	)
Treasury shares (outstanding: 10,851,129 shares and 4,259,429 shares, respectively)		(241,107	)		(90,976	)
TOTAL FOSTER WHEELER AG SHAREHOLDERS’ EQUITY		646,946			713,990
Noncontrolling interests		36,029			43,403
TOTAL EQUITY		682,975			757,393
TOTAL LIABILITIES, TEMPORARY EQUITY AND EQUITY	$	2,564,163		$	2,733,924

See notes to consolidated financial statements.

5

FOSTER WHEELER AG AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(in thousands of dollars)

(unaudited)

	Registered Shares		Paid-in Capital			Retained Earnings		Accumulated Other Comprehensive Loss			Treasury Shares			Total Foster Wheeler AG Shareholders’ Equity			Noncontrolling Interests			Total Equity
Six Months Ended June 30, 2012:
Balance at December 31, 2011	$	321,181	$	606,053		$	699,971	$	(530,068	)	$	(409,390	)	$	687,747		$	47,925		$	735,672
Net income		—		—			71,505		—			—			71,505			6,655			78,160
Other comprehensive loss, net of tax		—		—			—		(4,255	)		—			(4,255	)		(232	)		(4,487	)
Issuance of registered shares upon exercise of stock options		126		477			—		—			—			603			—			603
Issuance of registered shares upon vesting of restricted awards		339		(339	)		—		—			—			—			—			—
Distributions to noncontrolling interests		—		—			—		—			—			—			(11,734	)		(11,734	)
Share-based compensation expense		—		7,319			—		—			—			7,319			—			7,319
Excess tax shortfall related to share-based compensation		—		(57	)		—		—			—			(57	)		—			(57	)
Repurchase of registered shares		—		—			—		—			(10,955	)		(10,955	)		—			(10,955	)
Balance at June 30, 2012	$	321,646	$	613,453		$	771,476	$	(534,323	)	$	(420,345	)	$	751,907		$	42,614		$	794,521
Six Months Ended June 30, 2013:
Balance at December 31, 2012	$	269,633	$	266,943		$	835,993	$	(567,603	)	$	(90,976	)	$	713,990		$	43,403		$	757,393
Net income		—		—			83,725		—			—			83,725			4,290			88,015
Other comprehensive loss, net of tax		—		—			—		(9,853	)		—			(9,853	)		(1,150	)		(11,003	)
Issuance of registered shares upon exercise of stock options		281		1,610			—		—			—			1,891			—			1,891
Issuance of registered shares upon vesting of restricted awards		615		(615	)		—		—			—			—			—			—
Distributions to noncontrolling interests		—		—			—		—			—			—			(10,514	)		(10,514	)
Share-based compensation expense		—		7,412			—		—			—			7,412			—			7,412
Excess tax shortfall related to share-based compensation		—		(88	)		—		—			—			(88	)		—			(88	)
Repurchase of registered shares		—		—			—		—			(150,131	)		(150,131	)		—			(150,131	)
Balance at June 30, 2013	$	270,529	$	275,262		$	919,718	$	(577,456	)	$	(241,107	)	$	646,946		$	36,029		$	682,975

See notes to consolidated financial statements.

6

FOSTER WHEELER AG AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

(in thousands of dollars)

(unaudited)

	Six Months Ended June 30,
	2013			2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	88,015		$	78,160
Adjustments to reconcile net income to cash flows from operating activities:
Depreciation and amortization		28,796			23,363
Net asbestos-related provision		4,000			5,710
Share-based compensation expense		9,481			10,694
Excess tax shortfall related to share-based compensation		88			57
Deferred income tax provision		764			1,830
Loss/(gain) on sale of assets		51			(124	)
Dividends, net of equity in earnings of unconsolidated affiliates		35,437			10,511
Other noncash items, net		55			—
Changes in assets and liabilities, net of effects from acquisitions:
Increase in receivables		(18,265	)		(107,330	)
Net change in contracts in process and billings in excess of costs and estimated earnings on uncompleted contracts		(8,344	)		(22,537	)
(Decrease)/increase in accounts payable and accrued expenses		(13,405	)		94,528
Net change in other current assets and liabilities		(34,987	)		(2,458	)
Net change in other long-term assets and liabilities		(25,189	)		(12,297	)
Net cash provided by operating activities — continuing operations		66,497			80,107
Net cash (used in)/provided by operating activities — discontinued operations		(441	)		437
Net cash provided by operating activities		66,056			80,544
CASH FLOWS FROM INVESTING ACTIVITIES
Payments related to acquisition of businesses, net of cash acquired		(50,800	)		—
Change in restricted cash		12,407			8,103
Capital expenditures		(17,534	)		(16,024	)
Proceeds from sale of assets		266			279
Return of investment from unconsolidated affiliates		87			6,207
Investments in and advances to unconsolidated affiliates		—			(1,090	)
Proceeds from sale of short-term investments		—			1,255
Net cash used in investing activities — continuing operations		(55,574	)		(1,270	)
Net cash provided by/(used in) investing activities — discontinued operations		441			(437	)
Net cash used in investing activities		(55,133	)		(1,707	)
CASH FLOWS FROM FINANCING ACTIVITIES
Repurchase of shares		(150,131	)		(10,955	)
Distributions to noncontrolling interests		(10,514	)		(11,734	)
Proceeds from stock options exercised		1,891			603
Excess tax shortfall related to share-based compensation		(88	)		(57	)
Repayment of debt and capital lease obligations		(8,010	)		(6,474	)
Net cash used in financing activities		(166,852	)		(28,617	)
Effect of exchange rate changes on cash and cash equivalents		(11,655	)		(1,010	)
(Decrease)/increase in cash and cash equivalents		(167,584	)		49,210
Less: Increase/(decrease) in cash and cash equivalents — discontinued operations		—			—
(Decrease)/increase in cash and cash equivalents — continuing operations		(167,584	)		49,210
Cash and cash equivalents at beginning of year		582,322			718,049
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	414,738		$	767,259

See notes to consolidated financial statements

7

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. The fiscal years of our non-U.S. operations are the same as the parent’s. The fiscal year of our U.S. operations is the 52- or 53-week annual accounting period ending on the last Friday in December.

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 consolidated financial statements and notes are presented in accordance with the requirements of Form 10-Q and do not contain certain information included in our Annual Report on Form 10-K for the year ended December 31, 2012 (“2012 Form 10-K”), filed with the Securities and Exchange Commission on March 1, 2013. The consolidated balance sheet as of December 31, 2012 was derived from the audited financial statements included in our 2012 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. These reclassifications include the presentation of our Statement of Comprehensive Income as a result of our adoption of “ASU No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income”, or ASU No. 2013-02. ASU No. 2013-02 was issued by the Financial Accounting Standards Board in February 2013. The standard requires disclosure of the effects on the line items of net income for significant amounts reclassified out of accumulated other comprehensive income and a cross-reference to other disclosures when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., contracts in process or billings in excess of costs and estimated earnings on uncompleted contracts for pension-related amounts) instead of directly to income or expense. The adoption of this standard did not have an impact on our results of operations, financial position or cash flows.

Reclassifications from accumulated other comprehensive loss related to cash flow hedges amounted to losses of $768 and $1,615 during the quarter and six months ended June 30, 2013, respectively. These losses included amounts related to our consolidated entities and our proportionate share of the impact from interest rate swap contracts in cash flow hedging relationships held by our equity method investees. Amounts that are reclassified from accumulated other comprehensive loss related to cash flow hedges from our consolidated entities are recognized within interest expense on the consolidated statement of operations, whereas amounts related to our equity method investees are recognized within equity earnings in other income, net on the consolidated statement of operations. Please refer to Note 8 for further information.

Reclassifications from accumulated other comprehensive loss related to pension and other postretirement benefits are included as a component of net periodic pension cost. Please refer to Note 6 for further information.

The tax effect related to foreign currency translation adjustments was inconsequential during the quarters and six months ended June 30, 2013 and 2012.

Please refer to Note 13 for reclassifications related to our wholly-owned waste-to-energy business, which meets the accounting criteria as a business held for sale.

The consolidated financial statements include the accounts of Foster Wheeler AG and all 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. See “—Variable Interest Entities” below for further information related to the consolidation of variable interest entities.

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.

8

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. A full provision for loss contracts is made at the time the loss becomes probable regardless of the stage of completion.

At any time, 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 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. The following table summarizes the number of separate projects that experienced final estimated contract profit revisions with an impact on contract profit in excess of $1,000 relating to the revaluation of work performed in prior periods:

	Quarter Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
Number of separate projects		12		9		23		17
Net increase in contract profit from the regular revaluation of final estimated contract profit revisions	$	16,500	$	8,200	$	41,500	$	31,600

The changes in final estimated contract profit revisions for our Global Power Group were increased during the six months ended June 30, 2012 for a favorable settlement with a subcontractor of approximately $6,900 recognized in the first quarter of 2012.

Please see Note 11 for further information related to changes in final estimated contract profit and the impact on business segment results.

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

9

claim have been incurred, which can include amounts from unapproved change orders when the two requirements described above are met. Unapproved change orders or similar items subject to uncertainty that do not meet the two requirements described above are expensed without the recognition of additional contract revenue. Costs attributable to claims are treated as costs of contract performance as incurred and are recorded in contracts in process. Our consolidated financial statements included commercial claims of $7,800 and $8,800 as of June 30, 2013 and December 31, 2012, respectively, of which substantially all costs had been incurred as of June 30, 2013 and December 31, 2012.

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. In the event that we defer pre-contract costs and we are not successful in obtaining the contract, we write off the deferred costs through our consolidated statement of operations in the period when we no longer assess recoverability of such costs as probable. Deferred pre-contract costs were inconsequential as of June 30, 2013 and December 31, 2012.

Certain special-purpose subsidiaries in our Global Power Group business segment are reimbursed by customers for their costs of building and operating certain facilities over the lives of the corresponding service contracts. Depending on the specific legal rights and obligations under these arrangements, in some cases those reimbursements are treated as operating revenues at gross value and other cases as a reduction of cost.

Trade Accounts Receivable — Trade accounts receivable represent amounts billed to customers. We assess the need for an allowance for doubtful accounts on a project-by-project basis. When there is a risk of non-payment related to customer credit risk, we record an allowance for doubtful accounts. Because of the nature of our customer base and our rigorous customer credit risk assessment process prior to entering into contracts, the level of our allowance for doubtful accounts is typically a very small percentage of our gross accounts receivable balance. To the extent that there is a risk of non-payment related to commercial or performance issues, we record an allowance against the valuation of contract work in progress within the contract.

In accordance with terms under our long-term contracts, our customers may withhold certain percentages of such billings until completion and acceptance of the work performed, which we refer to as retention receivables. Final payment of retention receivables might not be received within a one-year period. In conformity with industry practice, however, the full amount of accounts receivable, including such amounts withheld, are included in current assets on the consolidated balance sheet. We have not recorded a provision for the outstanding retention receivable balances as of June 30, 2013 or December 31, 2012.

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 formation of each separate legal entity, we perform an evaluation to determine whether the new entity is a variable interest entity, or 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 upon the occurrence of certain events and whether we are the primary beneficiary 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 June 30, 2013 and December 31, 2012, we participated in certain entities determined to be VIEs, including a gas-fired cogeneration facility in Martinez, California and a refinery/electric power generation project in Chile. We consolidate the operations of the Martinez project while we record our participation in the project in Chile on the equity method of accounting.

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

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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 three level 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. 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. Our estimate of the fair value of foreign currency forward contracts also includes an assessment of non-performance by our counterparties. We further corroborate the valuations 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 investments in equity securities at each year-end based on quotes obtained from financial institutions. The fair value of investments in commingled funds, invested primarily in debt and equity securities, is based on the net asset values communicated by the respective asset manager. We further corroborate the above valuations with observable market data using level 1 and 2 inputs. Additionally, we hold investments in private investment funds that are valued at net asset value as communicated by the asset manager using level 3 unobservable market data inputs.

Retirement of Shares under Share Repurchase Program — Under Swiss law, the cancellation of shares previously repurchased under our share repurchase program must be approved by our shareholders. Repurchased shares remain as treasury shares on our balance sheet until cancellation.

Any repurchases will be made at our discretion 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 treasury shares are carried at cost on the consolidated balance sheet until the cancellation of the shares has been approved by our shareholders and the cancellation is registered with the commercial register of the Canton of Zug in Switzerland. Upon the effectiveness of the cancellation of the shares, the cost of the shares cancelled will be removed from treasury shares on the consolidated balance sheet, the par value of the cancelled shares will be removed from registered shares on the consolidated balance sheet, and the excess of the cost of the treasury shares above par value will be removed from paid-in capital on the consolidated balance sheet.

Once repurchased, treasury shares are no longer considered outstanding, which results in a reduction to 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 amounts have been computed based on the weighted-average number of shares outstanding during the reporting period.

Diluted earnings per share amounts have been based on 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 and the non-vested portion of restricted stock units and performance-based restricted stock units (collectively, “restricted awards”) to the extent such securities are dilutive.

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In profitable periods, outstanding stock options 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 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 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:

	Quarter Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
Income from continuing operations attributable to Foster Wheeler AG	$	68,316	$	30,421	$	85,220	$	71,911
Basic weighted-average number of shares outstanding		100,001,580		107,840,679		102,182,011		107,807,441
Effect of dilutive securities		253,172		2,576		384,636		60,153
Diluted weighted-average number of shares outstanding		100,254,752		107,843,255		102,566,647		107,867,594
Income from continuing operations per share:
Basic	$	0.68	$	0.29	$	0.83	$	0.66
Diluted	$	0.68	$	0.29	$	0.83	$	0.66

The following table summarizes share-based compensation awards not included in the calculation of diluted earnings per share as the assumed proceeds from those awards, on a per share basis, were greater than the average share price for the period, which would result in an antidilutive effect on diluted earnings per share:

	Quarter Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
Stock options		1,548,745		2,850,267		1,548,745		2,021,500
Performance-based restricted share units		1,166,400		389,269		1,166,400		389,269

2. Business Combinations

In June 2013, we acquired all of the outstanding shares of a privately held upstream consultancy business located in the United Kingdom and additional related assets in the Middle East. This acquired business specializes in field development and project decision support, focused on the evaluation and implementation of oil and gas field developments covering greenfield and brownfield assets. At closing, we paid cash consideration net of cash acquired of £6,500 (approximately $10,000 based on the exchange rate in effect on the closing date), subject to customary working capital adjustments, as specified in the sale and purchase agreement. The sale and purchase agreement also included an earnout provision for additional consideration with an estimated maximum of £3,000 (approximately $4,600 based on the exchange rate in effect on June 30, 2013), depending on the acquired business’ performance, as defined in the sale and purchase agreement, over a period of approximately 3 years subsequent to the acquisition date. Any amounts recognized under the earnout will be reported as compensation expense in periods subsequent to the acquisition date rather than as part of the purchase price for the business. Our consolidated balance sheet as of June 30, 2013 included a preliminary purchase price allocation for this acquisition as we are in process of finalizing the valuation of the individual assets acquired and liabilities assumed. The preliminary purchase price allocation was based on the best estimate of management and we expect to finalize the purchase price allocation upon completion of an independent appraisal over the next several months, but no later than one year from the acquisition date. The preliminary purchase price allocation and pro forma impact assuming the acquisition had occurred as of the beginning of 2012 were not significant to our consolidated financial statements. As a result of the preliminary purchase price allocation, we recognized goodwill of $4,364 and other intangible assets of $5,893 related to this acquisition. The assets, liabilities and results of operations of the acquired business are included within our Global Engineering and Construction Group (“Global E&C Group”) business segment.

In June 2013, we also acquired all of the outstanding shares of a privately held engineering and project management business located in Mexico with experience in both offshore and onshore upstream oil and gas, downstream oil and

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gas and power projects. At closing, we paid cash consideration net of cash acquired of approximately $15,900, subject to customary working capital adjustments, as specified in the sale and purchase agreement. Our consolidated balance sheet as of June 30, 2013 included a preliminary purchase price allocation for this acquisition as we are in process of finalizing the valuation of the individual assets acquired and liabilities assumed. The preliminary purchase price allocation was based on the best estimate of management and we expect to finalize the purchase price allocation upon completion of an independent appraisal over the next several months, but no later than one year from the acquisition date. The preliminary purchase price allocation and pro forma impact assuming the acquisition had occurred as of the beginning of 2012 were not significant to our consolidated financial statements. As a result of the preliminary purchase price allocation, we recognized goodwill of $6,278 and other intangible assets of $7,487 related to this acquisition. The assets, liabilities and results of operations of the acquired business are included within our Global E&C Group business segment.

During our U.S. operations’ fiscal first quarter of 2013, we acquired all of the outstanding shares of a privately held U.S.-based business that specializes in the management of construction and commissioning of pharmaceutical and biotech facilities and which also has the capabilities to manage the full engineering, procurement and construction of such facilities. In addition, the acquired business has the ability to provide modular project delivery services on a worldwide basis through its participation in a project-services partnership. At closing, we paid cash consideration net of cash acquired of $24,900, subject to customary working capital adjustments, as specified in the sale and purchase agreement. The sale and purchase agreement also included an earnout provision for additional consideration with an estimated maximum of approximately $6,600, depending on the acquired business’ performance, as defined in the sale and purchase agreement, over a period of approximately 5 years subsequent to the acquisition date. Our consolidated balance sheet as of March 31, 2013 included in our quarterly report on Form 10-Q for the quarter ended March 31, 2013 included a preliminary purchase price allocation for this acquisition, which did not change as a result of our finalization of the valuation of net assets acquired. Any amounts recognized under the earnout will be reported as compensation expense in periods subsequent to the acquisition date rather than as part of the purchase price for the business. The purchase price allocation and pro forma impact assuming the acquisition had occurred as of the beginning of 2012 were not significant to our consolidated financial statements. As a result of the purchase price allocation, we recognized goodwill of $10,359 and other intangible assets of $13,980 related to this acquisition. The assets, liabilities and results of operations of the acquired business are included within our Global E&C Group business segment.

In November 2012, we acquired all of the outstanding shares of a privately held multi-discipline full service engineering, procurement, and construction management business located in North America. At closing, we paid cash consideration net of cash acquired of $68,800, subject to customary working capital adjustments, as specified in the sale and purchase agreement. The sale and purchase agreement also included an earnout provision for additional consideration with an estimated maximum of approximately $20,000, depending on the acquired business’ performance, as defined in the sale and purchase agreement, over a period of approximately 5 years subsequent to the acquisition date. The earnout will be reported as compensation expense in periods subsequent to the acquisition date rather than as part of the purchase price for the business. Our consolidated balance sheet as of December 31, 2012 included in our annual report on Form 10-K for the year ended December 31, 2012 included a preliminary purchase price allocation for this acquisition, which did not change as a result of our finalization of the valuation of net assets acquired. As a result of the purchase price allocation, we recognized goodwill of $16,682 and other intangible assets of $42,921 related to this acquisition. The assets, liabilities and results of operations of the acquired business 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, which are all located in Italy, and in a refinery/electric power generation project, which is located in Chile. We also own a 50% noncontrolling interest in a project 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 41.65% 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 participation rights held by the minority shareholder. In determining that we are not the primary beneficiary, we considered the minority shareholder’s right to approve activities of the project that most significantly impact the project’s economic performance which include the right to approve or reject the annual financial (capital and operating) budget and the annual operating plan, the right to approve or reject the appointment of the general manager and senior management, and approval rights with respect to capital expenditures beyond those included in the annual budget.

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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) based on where the projects are located:

	June 30, 2013				December 31, 2012
	Italy		Chile		Italy		Chile
Balance Sheet Data:
Current assets	$	133,905	$	47,410	$	142,584	$	137,626
Other assets (primarily buildings and equipment)		349,136		93,743		358,366		98,550
Current liabilities		99,621		23,920		91,085		60,082
Other liabilities (primarily long-term debt)		193,420		16,183		214,025		23,061
Net assets	$	190,000	$	101,050	$	195,840	$	153,033

	Quarter Ended June 30,								Six Months Ended June 30,
	2013				2012				2013				2012
	Italy		Chile		Italy		Chile		Italy		Chile		Italy		Chile
Income Statement Data:
Total revenues	$	34,006	$	23,736	$	45,989	$	26,089	$	67,015	$	41,329	$	82,740	$	50,890
Gross profit		13,806		14,343		12,217		14,776		14,002		23,558		10,452		28,677
Income before income taxes		12,006		13,253		9,717		14,198		10,353		22,138		5,470		28,396
Net earnings		8,010		10,364		5,996		11,571		6,739		17,232		3,647		23,367

Our investment in these unconsolidated affiliates is recorded within investments in and advances to unconsolidated affiliates on the consolidated balance sheet and our equity in the net earnings of these unconsolidated affiliates is recorded within other income, net on the consolidated statement of operations. The investments and equity earnings of our unconsolidated affiliates in Italy and Chile are included in our Global E&C Group and Global Power Group business segments, respectively.

Our consolidated financial statements reflect the following amounts related to our unconsolidated affiliates in Italy and Chile:

	Quarter Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
Equity in the net earnings of unconsolidated affiliates	$	16,334	$	8,911	$	20,438	$	15,819
Distributions from equity affiliates	$	53,990	$	23,145	$	55,933	$	31,917

	June 30, 2013		December 31, 2012
Investments in unconsolidated affiliates	$	151,815	$	187,363

Our equity earnings from our projects in Italy were $3,507 and $2,790 in the second quarter of 2013 and 2012, respectively, and were $3,384 and $2,428 in the first six months of 2013 and 2012, respectively.

Our equity earnings from our project in Chile were $12,827 and $6,121 in the second quarter of 2013 and 2012, respectively, and were $17,054 and $13,391 in the first six months of 2013 and 2012, respectively. The increase in equity earnings in the second quarter of 2013, compared to the same period in 2012, was primarily driven by two items: a $3,200 increase in our share of the project’s 2012 earnings recognized as a result of a revised earnings allocation for 2012 that was approved in connection with the approval by the project’s governing board of the 2012 earnings distribution in the second quarter of 2013, and a $3,000 increase from the reversal of an insurance-related contingency during the second quarter of 2013.

The increase in equity earnings in the six months ended June 30, 2013, compared to the same period in 2012, was primarily driven by three items: a $3,200 increase in our share of the project’s 2012 earnings recognized as a result of a revised earnings allocation for 2012 that was approved in connection with the approval by the project’s governing board of the 2012 earnings distribution in the second quarter of 2013, and a $3,000 increase from the reversal of an insurance-related contingency during the second quarter of 2013, partially offset by the impact of lower marginal rates for electrical power generation in the six months ended June 30, 2013.

We have guaranteed certain performance obligations of our project in Chile. We have a contingent obligation, which is measured annually based on the operating results of our project in Chile for the preceding year and is shared equally with our minority interest partner. We did not have a current payment obligation under this guarantee as of June 30, 2013 or December 31, 2012.

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In addition, we have provided a $10,000 debt service reserve letter of credit to cover debt service payments in the event that our project in Chile 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 our project in Chile’s debt, which matures in 2014. As of June 30, 2013, no amounts have been drawn under this letter of credit and 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 our project in Chile. We record the fees for operations and maintenance services in operating revenues on our consolidated statement of operations and the corresponding receivable in trade accounts and notes receivable on our consolidated balance sheet.

Our consolidated financial statements include the following balances related to our project in Chile:

	Quarter Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
Fees for operations and maintenance services (included in operating revenues)	$	2,795	$	2,623	$	5,599	$	5,257

	June 30, 2013		December 31, 2012
Receivable from our unconsolidated affiliate in Chile (included in trade receivables)	$	3,166	$	16,933

We also have guaranteed the performance obligations of our wholly-owned subsidiary under the operations and maintenance agreement governing our project in Chile. 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.

Other Investments

We are the majority equity partner and general partner of a gas-fired cogeneration project in Martinez, California, which we have determined to be a VIE as of June 30, 2013 and December 31, 2012. We are the primary beneficiary of the VIE, 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 facilities. Accordingly, as the primary beneficiary of the VIE, we have consolidated this entity. The aggregate net assets of this entity are presented below.

Balance Sheet Data (excluding intercompany balances):	June 30, 2013		December 31, 2012
Current assets	$	5,439	$	15,610
Other assets (primarily buildings and equipment)		38,003		39,194
Current liabilities		2,522		4,825
Other liabilities		4,633		5,452
Net assets	$	36,287	$	44,527

4. Goodwill and Other 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 related to the assessment of goodwill for impairment. There were no accumulated goodwill impairment losses as of that date. The following table provides our net carrying amount of goodwill by geographic region in which our reporting units are located:

	Global E&C Group				Global Power Group
Geographic Regions:	June 30, 2013		December 31, 2012		June 30, 2013		December 31, 2012
North America	$	73,678	$	55,962	$	4,266	$	4,266
Asia		792		858		—		—
Europe		6,304		2,568		69,239		69,864
Middle East		409		—		—		—
Total	$	81,183	$	59,388	$	73,505	$	74,130

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During the six months ended June 30, 2013, our Global E&C Group’s goodwill balance included increases related to our acquisitions located in the U.S. and Mexico of $10,359 and $6,278, respectively, which were included in the North America geographic region in the table above, and the U.K. of $4,364, portions of which were included in both the Europe and Middle East geographic regions in the table above. The remaining changes in each of the regions were the result of the impact of foreign currency translation adjustments. Please see Note 2 for further information regarding these acquisitions.

The following table sets forth amounts relating to our identifiable intangible assets:

	June 30, 2013							December 31, 2012
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Patents	$	41,018	$	(33,188	)	$	7,830	$	41,103	$	(32,273	)	$	8,830
Trademarks		64,596		(32,457	)		32,139		64,582		(31,483	)		33,099
Customer relationships, pipeline and backlog		96,803		(19,829	)		76,974		72,050		(14,531	)		57,519
Technology		6,535		(1,400	)		5,135		6,594		(942	)		5,652
Total	$	208,952	$	(86,874	)	$	122,078	$	184,329	$	(79,229	)	$	105,100

As of June 30, 2013, the net carrying amounts of our identifiable intangible assets were $47,494 for our Global Power Group and $74,584 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. Amortization expense related to assets other than identifiable intangible assets was not material in the six months ended June 30, 2013 and 2012.

The following table details amortization expense related to identifiable intangible assets by period:

	Quarter Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
Amortization expense	$	3,985	$	2,530	$	8,039	$	5,552
Approximate full year amortization expense for years:
2013							$	17,500
2014								18,400
2015								13,800
2016								11,300
2017								10,900

5. Borrowings

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

	June 30, 2013						December 31, 2012
	Current		Long-term		Total		Current		Long-term		Total
Capital Lease Obligations	$	2,543	$	52,368	$	54,911	$	2,545	$	53,780	$	56,325
Special-Purpose Limited Recourse Project Debt:
FW Power S.r.l.		8,679		56,686		65,365		9,215		61,575		70,790
Energia Holdings, LLC at 11.443% interest, due April 15, 2015		2,040		5,355		7,395		1,912		7,396		9,308
Subordinated Robbins Facility Exit Funding Obligations: 1999C Bonds at 7.25% interest, due October 15, 2024		—		1,283		1,283		—		1,283		1,283
Total	$	13,262	$	115,692	$	128,954	$	13,672	$	124,034	$	137,706
Estimated fair value					$	143,800					$	155,718

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Senior Credit Agreement — On August 3, 2012, we entered into a new five-year senior unsecured credit agreement, which replaced our amended and restated senior unsecured credit agreement from July 2010. Our new senior credit agreement provides for an unsecured revolving line of credit of $750,000 and contains an increase option permitting us, subject to certain requirements, to arrange with existing lenders and/or new lenders to provide up to an aggregate of $300,000 in additional commitments. During the term of this senior credit agreement, we may request, subject to certain requirements, up to two one-year extensions of the contractual termination date.

We can issue up to $750,000 under the letter of credit portion of the facility. Letters of credit issued under our new senior credit agreement have performance pricing that is decreased (or increased) as a result of improvements (or reductions) in our corporate credit ratings, as defined in the senior credit agreement. Based on our current credit ratings, letter of credit fees for performance and non-performance letters of credit issued under our new senior credit agreement are 0.75% and 1.50% per annum of the outstanding amount, respectively, excluding a nominal fronting fee. We also have the option to use up to $250,000 of the $750,000 for revolving borrowings at a rate equal to adjusted LIBOR, as defined in the senior credit agreement, plus 1.50%, subject also to the performance pricing noted above.

Fees and expenses incurred in conjunction with the execution of our new senior credit agreement were approximately $4,000 and, along with a portion of the remaining unamortized fees from our July 2010 agreement, are being amortized to expense over the five-year term of the agreement, which commenced in the third quarter of 2012.

Our new senior credit agreement contains various customary restrictive covenants. In addition, our new senior credit agreement contains financial covenants relating to leverage and interest coverage ratios. Our total leverage ratio compares total indebtedness to EBITDA, as defined in the credit agreement, and our total interest coverage ratio compares EBITDA, as defined in the credit agreement, to interest expense. Both the leverage and interest coverage ratios are measured quarterly. In addition, the leverage ratio is measured as of any date of determination for certain significant events. All such terms are defined in our new senior credit agreement. We have been in compliance with all financial covenants and other provisions of both our August 2012 and our July 2010 senior credit agreements, while the respective agreements were in effect during the six months ended June 30, 2013 and 2012.

We had approximately $250,600 of letters of credit outstanding under our senior credit agreement as of both June 30, 2013 and December 31, 2012. The letter of credit fees under our senior credit agreement as of June 30, 2013 and December 31, 2012 ranged from 0.75% to 1.50% of the outstanding amount, excluding fronting fees. There were no funded borrowings outstanding under our senior credit agreement in effect as of June 30, 2013 and December 31, 2012.

6. Pensions and Other Postretirement Benefits

We have defined benefit pension plans in the United States, or U.S., the United Kingdom, or U.K., Canada, Finland, France, India and South Africa, and we have other postretirement benefit plans for health care and life insurance benefits in the U.S. and Canada.

Defined Benefit Pension Plans — Our defined benefit pension plans, or pension plans, cover certain full-time employees. Under the pension plans, retirement benefits are primarily a function of both years of service and level of compensation. The U.S. pension plans, which are closed to new entrants and additional benefit accruals, and the Canada, Finland, France and India pension plans are non-contributory. The U.K. pension plan, which is closed to new entrants and additional benefit accruals, and the South Africa pension plan are both contributory plans.

Based on the minimum statutory funding requirements for 2013, we are not required to make any mandatory contributions to our U.S. pension plans. The following table provides details on 2013 mandatory contribution activity for our non-U.S. pension plans:

Contributions in the six months ended June 30, 2013	$	10,000
Remaining contributions expected for the year 2013		10,700
Contributions expected for the year 2013	$	20,700

We did not make any discretionary contributions during the first six months of 2013; however, we may elect to make discretionary contributions to our U.S. and/or non-U.S. pension plans during the remainder of 2013.

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

Components of net periodic benefit cost/(credit) include:

	Defined Benefit Pension Plans												Other Postretirement Benefit Plans
	Quarter Ended June 30,						Six Months Ended June 30,						Quarter Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012			2013			2012			2013			2012
Net periodic benefit cost/(credit):
Service cost	$	292		$	262		$	592		$	537		$	10		$	12		$	28		$	36
Interest cost		12,710			13,187			25,539			26,321			552			569			1,411			1,374
Expected return on plan assets		(16,097	)		(16,058	)		(32,388	)		(32,073	)		—			—			—			—
Amortization of net actuarial loss		4,683			4,349			9,157			8,485			250			93			440			213
Amortization of prior service credit		(386	)		(396	)		(776	)		(789	)		(874	)		(878	)		(1,748	)		(1,757	)
Amortization of transition obligation		14			12			28			25			—			—			—			—
Net periodic benefit cost/(credit)	$	1,216		$	1,356		$	2,152		$	2,506		$	(62	)	$	(204	)	$	131		$	(134	)

The components of net periodic benefit cost are recognized within cost of operating revenues and selling, general and administrative expenses on our consolidated statement of operations. Please refer to Note 1 for further discussion on the timing of when items in cost of operating revenues are recognized on our consolidated statement of operations under our accounting policy for revenue recognition on long-term contracts, which utilizes the percentage-of-completion method. The offsetting effect of the amortization components of net periodic benefit cost listed above are included in other comprehensive income on our consolidated statement of comprehensive income along with their corresponding tax effects.

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 Payment	June 30, 2013		December 31, 2012
Environmental indemnifications	No limit	$	7,500	$	8,500
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.

	Six Months Ended June 30,
	2013			2012
Warranty Liability:
Balance at beginning of year	$	90,100		$	93,000
Accruals		11,700			17,000
Settlements		(8,000	)		(9,900	)
Adjustments to provisions*		(9,700	)		(9,800	)
Foreign currency translation		(1,500	)		600
Balance at end of period	$	82,600		$	90,900

* Adjustments to the provisions represent reversals of warranty provisions that are no longer required.

We are contingently liable under standby letters of credit, bank guarantees and surety bonds, totaling $952,300 and $1,015,900 as of June 30, 2013 and December 31, 2012, respectively, primarily for guarantees of our performance on projects currently in execution or under warranty. These amounts include the standby letters of credit issued under our senior unsecured credit agreement discussed in Note 5 and under 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.

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We have also guaranteed certain performance obligations in a refinery/electric power generation project located 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 held by our consolidated entities are recognized as assets or liabilities at fair value on our consolidated balance sheet. Our proportionate share of the fair value of derivative financial instruments held by our equity method investees is included in investments in and advances to unconsolidated affiliates on our consolidated balance sheet. The fair values of derivative financial instruments held by our consolidated entities were as follows:

Fair Values of Derivative Financial Instruments
		Asset Derivatives					Liability Derivatives
	Balance Sheet Location	June 30, 2013		December 31, 2012		Balance Sheet Location	June 30, 2013		December 31, 2012
Derivatives designated as hedging instruments:
Interest rate swap contracts	Other assets	$	—	$	—	Other long-term liabilities	$	8,349	$	10,490
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		2,973		6,040	Contracts in process or billings in excess of costs and estimated earnings on uncompleted contracts		5,367		4,895
Foreign currency forward contracts	Other accounts receivable		562		1,357	Accounts payable		829		29
Total derivatives		$	3,535	$	7,397		$	14,545	$	15,414

Foreign Currency Exchange Rate Risk

We operate on a worldwide basis with operations that subject us to foreign currency exchange rate risk mainly relative to the British pound, Chinese Yuan, Euro and U.S. dollar as of June 30, 2013. Under our risk management policies, we do not hedge translation risk exposure. All activities of our 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 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 to hedge the exposed item, such as anticipated purchases or revenues, back to their functional currency.

The notional amount of our foreign currency forward contracts provides one measure of our transaction volume outstanding as of the balance sheet date. As of June 30, 2013, we had a total gross notional amount, measured in U.S. dollar equivalent, of approximately $485,400 related to foreign currency forward contracts. 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 contract maturity dates range from the remainder of 2013 through 2015.

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 S&P (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. For foreign currency forward contracts used to mitigate currency risk on our projects, the gain or loss from the portion of the mark-to-market adjustment related to the completed portion of the underlying project 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 project is reflected directly in cost of operating revenues in the period in which the mark-to-market adjustment occurs. We also utilize foreign currency forward contracts to mitigate non-project related currency risks, which are recorded in other deductions, net.

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The gain or loss from the remaining uncompleted portion of our projects and other non-project related transactions were as follows:

Derivatives Not Designated as Hedging Instruments	Location of Gain/(Loss)	Amount of Gain/(Loss) Recognized in Income on  Derivatives
	Recognized	Quarter Ended June 30,						Six Months Ended June 30,
	in Income on Derivatives	2013			2012			2013			2012
Foreign currency forward contracts	Cost of operating revenues	$	3,404		$	(3,646	)	$	(3,916	)	$	(500	)
Foreign currency forward contracts	Other deductions, net		(247	)		(13	)		(1,523	)		78
Total		$	3,157		$	(3,659	)	$	(5,439	)	$	(422	)

The mark-to-market adjustments on foreign currency forward 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 six months ended June 30, 2013 and 2012, we included net cash inflows on the settlement of derivatives of $2,558 and $930, 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 on the consolidated statement of cash flows.

Interest Rate Risk

We use interest rate swap contracts to manage interest rate risk associated with a portion of our variable rate special-purpose limited recourse project debt. The aggregate notional amount of the receive-variable/pay-fixed interest rate swaps for our consolidated entities was $57,400 as of June 30, 2013.

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 on 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. Amounts that are reclassified from accumulated other comprehensive loss are recognized within interest expense on the consolidated statement of operations.

The impact from interest rate swap contracts in cash flow hedging relationships for our consolidated entities was as follows:

	Quarter Ended June 30,					Six Months Ended June 30,
	2013		2012			2013		2012
Unrealized gain/(loss) in other comprehensive income	$	1,259	$	(629	)	$	811	$	(1,785	)
Loss reclassified from accumulated other comprehensive loss to net income		630		450			1,255		935

The above balances for our consolidated entities and our proportionate share of the impact from interest rate swap contracts in cash flow hedging relationships held by our equity method investees are included on our consolidated statement of comprehensive income net of tax.

9. Share-Based Compensation Plans

Our share-based compensation plans include both stock options and restricted awards. The following table summarizes our share-based compensation expense and related income tax benefit:

	Quarter Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
Share-based compensation	$	4,891	$	5,768	$	9,481	$	10,694
Related income tax benefit		261		149		446		259

As of June 30, 2013, we had total unrecognized compensation cost related to restricted share units, or RSUs, performance-based restricted share units, or performance RSUs, and stock options of $18,450, $9,496 and $5,018, respectively. Those amounts are expected to be recognized as expense over a weighted-average period of approximately two years.

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

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Under our performance RSU awards, the number of restricted share units that ultimately vest depend on our share price performance against specified performance goals, which are defined in our performance RSU award agreements. We estimate the grant date fair value of each performance RSU award using a Monte Carlo valuation model. We then recognize the fair value of each performance RSU award as compensation expense ratably using the straight-line attribution method over the service period (generally the vesting period).

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 a “look-back” period which coincides with the expected term, defined below. We believe using a “look-back” period which coincides with the expected term is the most appropriate measure for determining expected volatility.

• 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.

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 current accounting guidance regarding the 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.

Reconciliations of temporary equity for the six months ended June 30, 2013 and 2012 were as follows:

	Six Months Ended June 30,
	2013			2012
Balance at beginning of year	$	8,594		$	4,993
Compensation cost during the period for those equity awards with intrinsic value on the grant date		7,342			6,600
Intrinsic value of equity awards vested during the period for those equity awards with intrinsic value on the grant date		(5,273	)		(3,224	)
Balance at end of period	$	10,663		$	8,369

Our articles of association provide for conditional capital for the issuance of shares under our share-based compensation plans and other convertible or exercisable 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 awards, with an offsetting increase to our issued and authorized share capital. As of June 30, 2013, our remaining available conditional capital was 59,085,918 shares.

10. Income Taxes

Although we are a Swiss corporation, our shares are listed on a U.S. exchange; therefore, we reconcile our effective tax rate to the U.S. federal statutory rate of 35% to facilitate meaningful comparison with peer companies in the U.S. capital markets. Our effective tax rate can fluctuate significantly from period to period and may differ considerably from the U.S. federal statutory rate as a result of (i) income taxed in various non-U.S. jurisdictions with rates different from the U.S. statutory rate, (ii) our inability to recognize a tax benefit for losses generated by certain unprofitable operations and (iii) 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 pre-tax 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 pre-tax losses, the corresponding increase in the valuation allowance has an unfavorable impact on our effective tax rate.

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Effective Tax Rate for 2013

Our effective tax rate for the first six months of 2013 was lower than the U.S. statutory rate of 35% due principally to the net impact of the following:

• Income earned in non-U.S. jurisdictions which contributed to an approximate 16-percentage point reduction in our effective tax rate, primarily because of tax rates lower than the U.S. statutory rate, as well as additional impacts from equity income of joint ventures, tax incentives and credits, and other items;

• Discrete items during the second quarter of 2013, primarily relating to the reversal of a previously accrued liability for branch taxes no longer required to be paid as a result of an exemption received from a non-U.S. tax authority, which provided a six-percentage point reduction to the effective tax rate for the first six months of 2013; and

• A valuation allowance increase because we are unable to recognize a tax benefit for year-to-date losses subject to a valuation allowance in certain jurisdictions (primarily in the U.S.), which contributed to an approximate four-percentage point increase in our effective tax rate.

Effective Tax Rate for 2012

Our effective tax rate for the first six months of 2012 was lower than the U.S. statutory rate of 35% due principally to the net impact of the following:

• Income earned in non-U.S. jurisdictions which contributed to an approximate 16-percentage point reduction in our effective tax rate, primarily because of tax rates lower than the U.S. statutory rate, as well as additional impacts from equity income of joint ventures, tax incentives and credits, and other items; and

• A valuation allowance increase because we were unable to recognize a tax benefit for year-to-date losses subject to a valuation allowance in certain jurisdictions (primarily in the U.S.), which contributed to an approximate four-percentage point increase in our effective tax rate.

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.

The majority of the U.S. federal tax benefits, against which valuation allowances have been established, do not expire until 2026 and beyond, based on current tax laws.

Our subsidiaries file income tax returns in many tax jurisdictions, including the U.S., 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 2008.

A number of tax years are under audit by the relevant tax authorities in various jurisdictions. We anticipate that several of these audits may be concluded in the foreseeable future, including during the remainder of 2013. 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.

11. Business Segments

We operate through two operating segments, or groups: our Global E&C Group and our Global 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 facilities, distribution facilities, gasification facilities and processing facilities associated with the minerals and metals sector. Our Global E&C Group is also involved in the design of facilities in 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. Additionally, our Global E&C Group is also involved in the development, engineering, construction, ownership and operation of power generation facilities, from conventional and renewable sources, and of waste-to-energy facilities. Our Global E&C Group

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generates revenues from design, engineering, procurement, construction and project management activities pursuant to contracts which generally span up to approximately four years in duration and from returns on its equity investments in various power production facilities.

Global Power Group

Our Global Power Group designs, manufactures and erects steam generating and auxiliary equipment for electric power generating stations, district heating and industrial facilities worldwide. Additionally, our Global Power Group holds a controlling interest and operates a combined-cycle gas turbine facility; owns a noncontrolling interest in a petcoke-fired circulating fluidized-bed facility for refinery steam and power generation; and operates a university cogeneration power facility for steam/electric generation. 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 various power production facilities.

Our Global Power Group’s steam generating equipment includes a broad range of steam generation and environmental technologies, offering independent power producers, utilities, municipalities and industrial clients high-value technology solutions for converting a wide range of fuels, such as coal, lignite, petroleum coke, oil, gas, solar, biomass, municipal solid waste and waste flue gases into steam, which can be used for power generation, district heating or industrial processes.

Corporate and Finance Group

In addition to our Global E&C Group and Global Power Group, which represent two of our operating segments for financial reporting purposes, we report the financial results associated with the management of entities which are not managed by one of our two business groups, which include corporate center expenses, our captive insurance operation and expenses related to certain legacy liabilities, such as asbestos, in the Corporate and Finance Group, which also represents an operating segment for financial reporting purposes and which we refer to as the C&F Group.

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Operating Revenues

We conduct our business on a global basis. Operating revenues for our continuing operations by industry, operating segment and geographic regions, based upon where our projects are being executed, were as follows:

	Quarter Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
Operating Revenues (Third-Party) by Industry:
Power generation	$	186,991	$	262,321	$	369,455	$	514,436
Oil refining		359,894		360,750		683,632		685,911
Pharmaceutical		40,552		13,614		78,398		26,593
Oil and gas		86,223		183,563		171,481		415,114
Chemical/petrochemical		134,368		77,427		236,547		145,747
Power plant operation and maintenance		38,882		28,349		83,509		52,123
Environmental		1,621		2,456		2,845		4,644
Other, net of eliminations		14,876		7,982		27,684		19,484
Total	$	863,407	$	936,462	$	1,653,551	$	1,864,052
Operating Revenues (Third-Party) by Business Segment:
Global E&C Group	$	662,719	$	666,142	$	1,250,693	$	1,337,015
Global Power Group		200,688		270,320		402,858		527,037
Total	$	863,407	$	936,462	$	1,653,551	$	1,864,052
Operating Revenues (Third-Party) by Geographic Region:
Africa	$	20,735	$	24,909	$	39,647	$	47,661
Asia Pacific		211,262		310,928		404,275		716,600
Europe		215,647		240,155		403,836		458,932
Middle East		79,879		64,565		144,802		112,849
North America		282,419		208,130		524,013		361,115
South America		53,465		87,775		136,978		166,895
Total	$	863,407	$	936,462	$	1,653,551	$	1,864,052

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EBITDA

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 and depreciation and amortization.

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

	Quarter Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
EBITDA:
Global E&C Group	$	62,133		$	39,917		$	97,321		$	86,845
Global Power Group		45,584			42,198			70,271			94,139
C&F Group*		(8,712	)		(23,592	)		(28,509	)		(50,870	)
Discontinued operations		2,383			1,652			2,424			2,027
Total EBITDA		101,388			60,175			141,507			132,141
Less: Discontinued operations		2,383			1,652			2,424			2,027
EBITDA from continuing operations		99,005			58,523			139,083			130,114
Add: Net income attributable to noncontrolling interests		1,011			4,258			4,290			6,655
Less: Interest expense		3,916			4,249			6,588			7,665
Less: Depreciation and amortization		13,454			11,562			28,796			23,363
Income from continuing operations before income taxes		82,646			46,970			107,989			105,741
Less: Provision for income taxes		13,319			12,291			18,479			27,175
Income from continuing operations		69,327			34,679			89,510			78,566
Income/(loss) from discontinued operations		2,383			438			(1,495	)		(406	)
Net income		71,710			35,117			88,015			78,160
Less: Net income attributable to noncontrolling interests		1,011			4,258			4,290			6,655
Net income attributable to Foster Wheeler AG	$	70,699		$	30,859		$	83,725		$	71,505

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

EBITDA in the above table includes the following:

	Quarter Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
Net increase/(decrease) in contract profit from the regular revaluation of final estimated contract profit revisions:(1)
Global E&C Group	$	5,400		$	(2,800	)	$	22,000		$	5,100
Global Power Group(2)		11,100			11,000			19,500			26,500
Total	$	16,500		$	8,200		$	41,500		$	31,600
Net asbestos-related (gain)/provision:(3)
Global E&C Group		—			1,700			—			1,700
C&F Group		(13,800	)		2,000			(11,800	)		4,000
Total	$	(13,800	)	$	3,700		$	(11,800	)	$	5,700
Charges for severance-related postemployment benefits:
Global E&C Group	$	1,700		$	—		$	2,900		$	—
Global Power Group		700			—			1,100			—
C&F Group		—			—			400			—
Total	$	2,400		$	—		$	4,400		$	—

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

(2) The changes in final estimated contract profit revisions for our Global Power Group were increased during the six months ended June 30, 2012 for a favorable settlement with a subcontractor of approximately $6,900.

(3) 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 as disclosed in our 2012 Form 10-K. The only significant intersegment transactions relate to

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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.

Income/(loss) from discontinued operations included the following:

	Quarter Ended June 30,				Six Months Ended June 30,
	2013		2012		2013			2012
EBITDA from discontinued operations	$	2,383	$	1,652	$	2,424		$	2,027
Less: Interest expense		—		—		—			—
Less: Depreciation and amortization*		—		1,214		3,919			2,433
Income/(loss) from discontinued operations before income taxes*		2,383		438		(1,495	)		(406	)
Less: Provision for income taxes		—		—		—			—
Income/(loss) from discontinued operations*	$	2,383	$	438	$	(1,495	)	$	(406	)

* During the six months ended June 30, 2013, we recorded an impairment charge of $3,919 at our Camden, New Jersey waste-to-energy facility which was recorded as depreciation expense within income/(loss) from discontinued operations. Please refer to Note 13 for further information.

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 U.S. and the U.K. 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:

	Quarter Ended June 30,						Six Months Ended June 30,
Number of Claims by period:	2013			2012			2013			2012
Open claims at beginning of period		125,480			124,280			125,310			124,540
New claims		1,250			1,180			2,460			2,340
Claims resolved		(1,920	)		(780	)		(2,960	)		(2,200	)
Open claims at end of period		124,810			124,680			124,810			124,680

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 second quarter of 2028. 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.

United States Asbestos	June 30, 2013		December 31, 2012
Asbestos-related assets recorded within:
Accounts and notes receivable-other	$	23,260	$	33,626
Asbestos-related insurance recovery receivable		100,717		102,751
Total asbestos-related assets	$	123,977	$	136,377
Asbestos-related liabilities recorded within:
Accrued expenses	$	38,962	$	47,900
Asbestos-related liability		214,096		227,400
Total asbestos-related liabilities	$	253,058	$	275,300
Liability balance by claim category:
Open claims	$	39,141	$	42,700
Future unasserted claims		213,917		232,600
Total asbestos-related liabilities	$	253,058	$	275,300

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We have worked with Analysis, Research & Planning Corporation, or ARPC, nationally recognized consultants in the U.S. with respect to projecting asbestos liabilities, to estimate the amount of asbestos-related indemnity and defense costs at each year-end based on a forecast for the next 15 years. Each year we have recorded our estimated asbestos liability at a level consistent with ARPC’s reasonable best estimate. Our estimated asbestos liability decreased during the first six months of 2013 as a result of indemnity and defense cost payments totaling approximately $26,400, partially offset by the impact of a $4,000 increase in the liability related to our rolling 15-year asbestos-related liability estimate. The total asbestos-related liabilities are comprised of our estimates for our liability relating to open (outstanding) claims being valued and our liability for future unasserted claims through the second quarter of 2028.

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 and non-malignancies, as well as other factors. 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 second quarter of 2028, 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 second quarter of 2028, 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 second quarter of 2028.

Through June 30, 2013, total cumulative indemnity costs paid, prior to insurance recoveries, were approximately $811,300 and total cumulative defense costs paid were approximately $399,300, or approximately 33% of total defense and indemnity costs. The overall historic average combined indemnity and defense cost per resolved claim through June 30, 2013 has been approximately $3.2. The average cost per resolved claim is increasing and we believe it will continue to increase in the future.

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. As our subsidiaries reach agreements with their insurers to settle their disputed asbestos-related insurance coverage, we increase our asbestos-related insurance asset and record settlement gains.

Asbestos-related assets under executed settlement agreements with insurers due in the next 12 months are recorded within accounts and notes receivable-other and amounts due beyond 12 months are recorded within asbestos-related insurance recovery receivable. Asbestos-related insurance recovery receivable also includes our best estimate of actual and probable insurance recoveries relating to our liability for pending and estimated future asbestos claims through the second quarter of 2028. Our asbestos-related assets have not been discounted for the time value of money.

Our insurance recoveries may be limited by future insolvencies among our insurers. Other than receivables related to bankruptcy court-approved settlements during liquidation proceedings, we have not assumed recovery in the estimate of our asbestos-related insurance asset from any of our currently insolvent insurers. We have considered the financial viability and legal obligations of our subsidiaries’ insurance carriers and believe that the insurers or their guarantors will continue to reimburse a significant portion of claims and defense costs relating to asbestos litigation. As of June 30, 2013 and December 31, 2012, we have not recorded an allowance for uncollectible balances against our asbestos-related insurance assets. We write off receivables from insurers that have become insolvent; there were no such write-offs during the six months ended June 30, 2013 and 2012. Insurers may become insolvent in the future and our insurers may fail to reimburse amounts owed to us on a timely basis. If we fail to realize the expected insurance recoveries, or experience delays in receiving material amounts from our insurers, our business, financial condition, results of operations and cash flows could be materially adversely affected. During the quarter and six months ended June 30, 2013, we recognized a gain as the result of the collection of a $15,750 insurance receivable related to an insolvent insurance carrier, which we had previously written-off. The proceeds were received as a result of a bankruptcy court-approved settlement during liquidation proceedings related to the insolvent insurance carrier.

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The following table summarizes our U.S. net asbestos-related (gain)/provision:

	Quarter Ended June 30,					Six Months Ended June 30,
	2013			2012		2013			2012
Provision for revaluation	$	2,000		$	2,000	$	4,000		$	3,997
Gain on the settlement of coverage litigation		(15,750	)		—		(15,750	)		—
Net asbestos-related (gain)/provision	$	(13,750	)	$	2,000	$	(11,750	)	$	3,997

Our net asbestos-related gain in the quarter and six months ended June 30, 2013 was the net result of the favorable impact of the inclusion of a gain recognized during the quarter and six months ended June 30, 2013 upon collection of a $15,750 insurance receivable related to an insolvent insurance carrier, which we had previously written-off, as discussed above, partially offset by the unfavorable impact related to the provision for our rolling 15-year asbestos liability estimate, net of anticipated insurance recoveries in each respective period.

The following table summarizes our approximate U.S. asbestos-related net cash impact for indemnity and defense cost payments and collection of insurance proceeds:

	Quarter Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
Asbestos litigation, defense and case resolution payments	$	11,800		$	13,300		$	26,400		$	28,600
Insurance proceeds		(19,400	)		(11,200	)		(28,300	)		(21,700	)
Net asbestos-related (proceeds)/payments	$	(7,600	)	$	2,100		$	(1,900	)	$	6,900

We expect to have net cash inflows of $1,000 during the full year 2013 as a result of insurance proceeds in excess of asbestos liability indemnity and defense payments, which includes the impact of the cash proceeds received from the collection of an insurance receivable balance from an insolvent insurance carrier discussed above. This estimate assumes no settlements with insurance companies and no 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, 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.

Based on our December 31, 2012 liability estimate, an increase of 25% in the average per claim indemnity settlement amount would increase the liability by $42,000 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 on our consolidated statement of operations of approximately 85% 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 25%, the percentage of that increase that would be expected to be funded by additional insurance recoveries will decline.

United Kingdom

Some of our subsidiaries in the U.K. have also received claims alleging personal injury arising from exposure to asbestos. To date, 1,034 claims have been brought against our U.K. subsidiaries, of which 284 remained open as of June 30, 2013. None of the settled claims have resulted in material costs to us.

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The following table summarizes our asbestos-related liabilities and assets for our U.K. subsidiaries based on open (outstanding) claims and our estimate for future unasserted claims through the second quarter of 2028:

United Kingdom Asbestos	June 30, 2013		December 31, 2012
Asbestos-related assets:
Accounts and notes receivable-other	$	964	$	1,022
Asbestos-related insurance recovery receivable		26,645		29,687
Total asbestos-related assets	$	27,609	$	30,709
Asbestos-related liabilities:
Accrued expenses	$	964	$	1,022
Asbestos-related liability		28,778		31,950
Total asbestos-related liabilities	$	29,742	$	32,972
Liability balance by claim category:
Open claims	$	6,047	$	7,843
Future unasserted claims		23,695		25,129
Total asbestos-related liabilities	$	29,742	$	32,972

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 recorded in the U.K. would increase to approximately $42,400, with a corresponding increase in the asbestos-related asset.

Project Claims

In addition to the specific matter described below, 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 our project claims, 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 – United States

In June 2011, a demand for arbitration was filed with the American Arbitration Association by our client’s erection contractor against our client and us in connection with a power plant project in the U.S. At that time, no details of the erection contractor’s claims were included with the demand. The arbitration panel was formed on September 26, 2012 and a detailed Statement of Claim from the erection contractor was delivered to the panel on October 24, 2012. According to the claim, the erection contractor is seeking unpaid contract amounts from our client and additional compensation from our client and us for alleged delays, disruptions, inefficiencies, and extra work in connection with the erection of the plant. We supplied the steam generation equipment for the project under contract with our client, the power plant owner. The turbine contractor, who supplied the turbine, electricity generator and other plant equipment under a separate contract with the power plant owner, has also been included as a party in the arbitration. The erection contractor is seeking approximately $240,000 in damages, exclusive of interest, from our client. Of this amount, the statement of claim asserts that approximately $150,000 is related to the steam generation equipment, and alleges failure on our part in connection with our performance under our steam generation equipment supply contract; those damages are claimed jointly against us and our client. The claims against us by the erection contractor allege negligence and, in its purported capacity as a third party beneficiary and assignee of our steam generation equipment supply contract, breach of contract.

Responsive pleadings to the erection contractor’s pleading were filed by the other parties, including us, on November 28, 2012. Our pleading denies the erection contractor’s claims against us and asserts cross claims against our client seeking over $14,800 in damages related to delays, out of scope work, and improperly assessed delay liquidated damages. In its pleading, the turbine contractor asserts claims against our client for unpaid contract amounts and additional compensation for extra work and delays. In its capacity as a purported co-assignee of the steam generation equipment supply contract, the turbine contractor joins in the erection contractor’s claims against

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us for delay-related damages and asserts cross claims against us seeking over $5,000 in non-delay related damages. In its pleading, our client asserts counter and cross claims for breach of contract and gross negligence against the erection contractor and the turbine contractor. Our client also asserts cross claims against us for any damages our client has incurred, and for indemnification of any damages our client may be required to pay to the erection and turbine contractors, arising out of alleged failures of performance on our part under our steam generation supply contract. We have denied our client’s and the turbine contractor’s cross claims against us. The arbitration proceedings are expected to run through the end of 2014, if not longer. We cannot predict the ultimate outcome of this matter at this time.

Refinery and Petrochemicals Project Arbitration – India

In November 2012, we commenced arbitration in India against our client seeking collection of unpaid receivables in excess of £52,000 (approximately $79,300 based on the exchange rate in effect as of June 30, 2013), arising from services performed on a reimbursable basis for our client in connection with our client’s grass roots refinery and petrochemicals project in northeastern India. Our client rejected the claims and notified us of various potential counterclaims that it may be asserting in the arbitration, purportedly totaling in excess of £55,000 (approximately $83,800 based on the exchange rate in effect as of June 30, 2013). In June 2013, we submitted our detailed statement of claim, and in July 2013 our client submitted its detailed statement of defense and counterclaim. The amount of the counterclaim was increased to approximately £620,000 (approximately $944,900 based on the exchange rate in effect as of June 30, 2013) in damages, including among other claims a claim for lost profits due to delay in the execution of the project. The counterclaim concerns a number of alleged issues arising in connection with our execution of the engineering, procurement, and construction management scope of our contract, from the period from contract award until the subsequent transfer by our client of our remaining engineering, procurement and construction management scope to certain lump sum turnkey contractors hired directly by our client. Our client further contends that we are liable for delays to the project and has withheld payment on account of delay liquidated damages and, out of the total claim of £620,000 (approximately $944,900 based on the exchange rate in effect as of June 30, 2013) cited above, is seeking damages for lost profits in the amount of £555,000 (approximately $845,900 based on the exchange rate in effect as of June 30, 2013). We strongly dispute these contentions. Any liability for delay damages is capped under the contract at a specified percentage of our contract value, currently equivalent to approximately £11,500 (approximately $17,500 based on the exchange rate in effect as of June 30, 2013), an amount already retained by our client. The contract also excludes liability for consequential damages, including lost profits, and contains an overall cap on liability for claims in the aggregate of up to a specified percentage of our contract value, currently equivalent to approximately £28,800 (approximately $43,900 based on the exchange rate in effect as of June 30, 2013). The unpaid amount for which we are seeking reimbursement in the arbitration may increase should our client continue to withhold amounts from our invoices, as the project is still in execution. The arbitration panel has been formed, but no dates for a hearing have been set yet. Our client has moved to dismiss the arbitration as premature under the terms of the contract, and we have opposed that motion. The motion is under consideration by the panel. The proceedings are expected to run through the end of 2014, if not longer. We cannot predict the ultimate outcome of this matter at this time.

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.

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We are currently engaged in the investigation and/or remediation under the supervision of the applicable regulatory authorities at four 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 several additional residences, even though TCE has not been detected in the wells at those residences. The hookups to the agreed upon residences have been completed, and USEPA has provided FWEC with a certificate that FWEC has completed its obligations related to the above-described settlement agreement (as amended). FWEC may be required to pay the agencies’ costs in overseeing and responding to the situation.

FWEC is also incurring further costs in connection with a Remedial Investigation / Feasibility Study (“RI/FS”) that in March 2009 it agreed to conduct. During the fourth quarter of 2012, FWEC received a USEPA demand under the foregoing agreement for payment of $1,040 of response costs USEPA claims it incurred from the commencement of the RI/FS in April 2009 through February 2012. FWEC questioned the amount of the invoice and based upon discussions with the USEPA, a revised invoice was received on June 17, 2013 for the reduced amount of $1,004. In April 2009, USEPA proposed for listing on the National Priorities List (“NPL”) an area consisting of FWEC’s 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 all 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.

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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, our Camden, New Jersey waste-to-energy facility is subject to certain revisions to New Jersey’s mercury air emission regulations. The revisions made the facility’s mercury control requirements more stringent, especially when the last phase of the revisions became effective on January 3, 2012. We believe that the data generated during stack testing in 2012 and the several prior years 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. Estimates of the cost of installing the additional control equipment are approximately $30,000 based on our last assessment.

13. Business Held for Sale

During the first quarter of 2013, we recorded an impairment charge of $3,919 at our Camden, New Jersey waste-to-energy facility within our Global Power Group business segment. This charge was in addition to an impairment charge of $11,455 recorded during the fourth quarter of 2012. The impairment charges in both periods included estimates related to the continued operation of the facility and potential sale of the facility. The charge in the six months ended June 30, 2013 was the result of updating our estimate related to the potential sale of the facility and the impairment charge was recorded within income from discontinued operations on our consolidated statement of operations. After recording the impairment charge and after approval of the plan to sell the facility, discussed below, the carrying value of the facility’s fixed assets approximated fair value less estimated costs to sell the facility.

On April 17, 2013, our Board of Directors approved a plan to sell our Camden facility. We currently anticipate completing the sale within one year. As a result of the decision of our Board of Directors on April 17, 2013, our Camden facility meets the accounting criteria as a business held for sale and the criteria for classification as a discontinued operation. The presentation of the financial results of this business have been reclassified on our consolidated statement of operations and consolidated statement of cash flows under the respective captions related to discontinued operations, the asset and liability balances of this business have been reclassified on our consolidated balance sheet under the respective current and non-current captions of assets held for sale and liabilities held for sale, and these same reclassifications have been made in the notes to our consolidated financial statements. We do not recognize depreciation on long-lived assets held for sale.

The following are the main classes of assets and liabilities associated with our business held for sale:

	June 30, 2012		December 31, 2012
Assets:
Trade accounts and notes receivable, net	$	1,735	$	1,482
Other current assets		23		23
Current assets held for sale		1,758		1,505
Land, buildings and equipment, net		44,820		48,739
Restricted cash		399		840
Long-term assets held for sale	$	45,219	$	49,579
Liabilities:
Accounts payable	$	765	$	1,814
Accrued expenses		714		595
Advance payments		304		745
Current liabilities held for sale	$	1,783	$	3,154

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Operating revenues related to our business held for sale, which were exclusively in the U.S., were $6,918 and $6,564 during the second quarter of 2013 and 2012, respectively, and $13,062 and $12,070 during the six months ended June 30, 2013 and 2012, respectively.

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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 year ended December 31, 2012, which we refer to as our 2012 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 2012 Form 10-K, which we filed with the Securities and Exchange Commission, or SEC, on March 1, 2013, the factors described in Part II, Item 1A, “Risk Factors,” in our quarterly report on Form 10-Q for the quarter ended March 31, 2013, 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 to Switzerland;

• benefits, effects or results of our strategic renewal initiative;

• further deterioration in global economic conditions;

• 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, terrorist attacks and/or natural disasters affecting 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 global competition;

• 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.

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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-Continuing 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 or furnished 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 and other expenses, in the Corporate and Finance Group, which we refer to as our C&F Group.

We have been exploring, and intend to continue to explore, acquisitions within the engineering and construction industry to strategically complement or expand on our Global E&C Group’s technical capabilities or access to new market segments. During the second quarter of 2013, we acquired an upstream consultancy business located in the United Kingdom that specializes in field development and project decision support, focused on the evaluation and implementation of oil and gas field developments covering greenfield and brownfield assets. Also during the second quarter of 2013, we acquired an engineering and project management business located in Mexico with experience in both offshore and onshore upstream oil and gas downstream oil and gas and power projects. Additionally, during the first quarter of 2013, we acquired a U.S.-based business that specializes in the management of construction and commissioning of pharmaceutical and biotech facilities and which also has the capabilities to manage the full engineering, procurement and construction of such facilities. In addition, in the fourth quarter of 2012, we acquired all of the outstanding shares of a privately held multi-discipline full service engineering, procurement, and construction management business located in North America. The results of operations of these acquired businesses have been included in our Global E&C Group. We are also exploring acquisitions within the power generation industry to complement the products which our Global Power Group offers. There is no assurance that we will consummate any acquisitions in the future. Please refer to Note 2 to the consolidated financial statements in this quarterly report on Form 10-Q for further information regarding our acquisition activities in 2013 and 2012.

The above acquisitions have been included in our consolidated financial results as of their respective acquisition dates and all of the acquisitions are included in our results of operation for the quarter and six months ended June 30, 2013. Throughout this Item 2, where period-to-period financial results have been impacted by these acquisitions, particularly our acquisitions in the fourth quarter of 2012 and the first quarter of 2013, we have referred to these acquisitions as either “businesses acquired subsequent to the quarter ended June 30, 2012,” “businesses acquired subsequent to the six months ended June 30, 2012” or “businesses acquired subsequent to the quarter and six months ended June 30, 2012.”

On April 17, 2013, our Board of Directors approved a plan to sell our waste-to-energy facility in Camden, New Jersey. We currently anticipate completing the sale within one year. As a result of the decision of our Board of Directors on April 17, 2013, our Camden facility meets the accounting criteria as a business held for sale and the criteria for classification as a discontinued operation. The presentation of the financial results of this business have been reclassified on our consolidated statement of operations and consolidated statement of cash flows under the respective captions related to discontinued operations, the asset and liability balances of this business have been reclassified on our consolidated balance sheet under the respective captions of assets held for sale and liabilities held for sale, and these reclassifications have been made in the notes to our consolidated financial statements and in this Management’s Discussion and Analysis of Financial Condition and Results of Operations section. Our Camden facility was formerly included in our Global Power Group business segment. Please refer to Note 13 to the consolidated financial statements in this quarterly report on Form 10-Q for further information regarding our discontinued operations.

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Summary Financial Results for the Quarter and Six Months Ended June 30, 2013

Continuing Operations

Our summary financial results for the quarters and six months ended June 30, 2013 and 2012 from continuing operations are as follows:

	Quarter Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
Consolidated Statement of Operations:
Operating revenues(1)	$	863,407	$	936,462	$	1,653,551	$	1,864,052
Contract profit(1)		153,607		138,933		273,053		279,016
Selling, general and administrative expenses(1)		89,801		85,289		180,133		168,430
Income from continuing operations attributable to Foster Wheeler AG	$	68,316	$	30,421	$	85,220	$	71,911
Earnings per share:
Basic	$	0.68	$	0.29	$	0.83	$	0.66
Diluted	$	0.68	$	0.29	$	0.83	$	0.66
Net cash provided by operating activities(2)					$	66,497	$	80,107

⁽¹⁾  Please refer to the section entitled “—Results of Operations-Continuing 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.

Cash and cash equivalents totaled $414,738 and $582,322 as of June 30, 2013 and December 31, 2012, respectively.

Income from continuing operations attributable to Foster Wheeler AG increased in the second quarter of 2013, compared to the same period of 2012. This increase was primarily driven by the pre-tax impact of an asbestos-related insurance recovery gain of $15,800, increased contract profit of $14,600 and increased equity earnings from our project in Chile of $6,700. Additionally, our results were favorably impacted by a lower effective tax rate of 16.1% during the quarter ended June 30, 2013, compared to an effective tax rate of 26.2% during the same period in 2012.

Income from continuing operations attributable to Foster Wheeler AG increased in the first six months of 2013, compared to the same period of 2012. This increase was primarily driven by the favorable pre-tax impact of an asbestos-related insurance recovery gain of $15,800 and increased equity earnings from our project in Chile of $3,700. The increase was partially offset by the aggregate unfavorable pre-tax impact of an increase in net foreign exchange transaction losses of $4,900, which were recognized in cost of operating revenues and other deductions, net of $3,900 and $1,000, respectively, and the pre-tax impact of decreased contract profit of $2,100, net of foreign exchange transaction losses, discussed below in the sections entitled “—Contract Profit” and “—Business Segments,” within this Item 2. Additionally, our results were favorably impacted by a lower effective tax rate of 17.1% during the six months ended June 30, 2013, compared to an effective tax rate of 25.7% during the same period in 2012.

Please refer to the discussion within the section entitled “—Results of Operations-Continuing Operations” within this Item 2.

Discontinued Operations

Income from discontinued operations attributable to Foster Wheeler AG increased in the second quarter of 2013, compared to the same period in 2012. This increase includes the favorable impact related to decreased depreciation of $1,200 during the second quarter of 2013, compared to the same period in 2012, as we no longer recognize depreciation expense on long-lived assets now that the business has been classified as held for sale. The increase in income from discontinued operations attributable to Foster Wheeler AG also reflects increased income primarily driven by increased operating revenues during the second quarter of 2013, compared to the same period in 2012.

Loss from discontinued operations attributable to Foster Wheeler AG increased during the first six months of 2013, compared to the same period in 2012, primarily as a net result of an impairment of $3,900 recognized in the first quarter of 2013, partially offset by the favorable impact related to decreased depreciation of $2,400 during the first six months of 2013, compared to the same period of 2012, as we no longer recognize depreciation expense on long-lived assets now that the business has been classified as held for sale as of the second quarter of 2013, the favorable impact related to the inclusion of increased costs of $800 due to an extended outage and maintenance-related costs during the first quarter of 2012 and increased income primarily driven by increased operating revenues during the first six months of 2013, compared to the same period in 2012.

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Please refer to Note 13 to the consolidated financial statements in this quarterly report on Form 10-Q for further information regarding our discontinued operations.

New Orders and Backlog of Unfilled Orders

The tables below summarize our new orders and backlog of unfilled orders by period and include balances for discontinued operations, which were insignificant based on our consolidated and business group balances:

	Quarter Ended
	June 30, 2013		March 31, 2013		June 30, 2012
New orders, measured in future revenues:
Global E&C Group*	$	661,000	$	467,700	$	496,900
Global Power Group		90,300		198,900		116,200
Total*	$	751,300	$	666,600	$	613,100

* Balances included Global E&C Group flow-through revenues, as defined in the section entitled —“Results of Operations-Continuing Operations-Operating Revenues” within this Item 2, of $124,000, $132,200, and $105,400 for the quarters ended June 30, 2013, March 31, 2013 and December 31, 2012, respectively.

	As of
	June 30, 2013		March 31, 2013		December 31, 2012
Backlog of unfilled orders, measured in future revenues	$	3,281,200	$	3,460,000	$	3,648,000
Backlog, measured in Foster Wheeler scope*	$	2,706,300	$	2,765,300	$	2,950,200
Global E&C Group man-hours in backlog (in thousands)		17,600		16,200		17,000

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

Please refer to the section entitled “—New Orders and Backlog” within this Item 2 for further detail.

Challenges and Drivers

Our primary operating focus continues to be booking quality new business and effectively and efficiently executing our contracts. The global markets in which we operate are largely dependent on overall economic conditions and global or regional economic growth rates and the resultant demand for oil and gas, electric power, petrochemicals, refined products and minerals and metals. Both of our business groups have been impacted by unfavorable economic growth rates in most of their respective global markets in recent years. Additionally, there is potential downside risk to continued unfavorable global economic growth rates driven primarily by continued sovereign debt and bank funding pressures in the Eurozone, the speed at which governmental efforts directed at spending and debt reduction are being implemented, a slowdown in the economic growth rate in Asia, most significantly The People’s Republic of China, or China, and geopolitical oil supply risks, which could impact global economic growth through a significant rise in oil prices. If any of these risks materialize, the ability of both of our business groups to book work could be negatively impacted, which could have a material negative impact on our business.

In the engineering and construction industry, we expect long-term demand to be strong for the end products produced by our clients, and we believe that this long-term demand will continue to stimulate investment by our clients in new, expanded and upgraded facilities. Our clients plan their investments based on long-term time horizons. We believe that global demand for energy, chemicals, minerals and pharmaceuticals will continue to grow over the long-term and that clients will continue to invest in new and upgraded capacity to meet that demand. Global markets in the engineering and construction industry are experiencing intense competition among engineering and construction contractors and pricing pressure for contracts awarded. Clients’ bidding and contract award processes continue to be protracted and some clients have been releasing, and we expect will continue to release, tranches of work on a piecemeal basis. However, we are seeing clients continuing to develop new projects and, after making final investment decisions, moving forward with previously planned projects. This includes a much stronger pipeline of projects in North America both in chemicals and natural gas liquefaction, or LNG, due to the availability of cheap gas supply from shale gas. The challenges and drivers for our Global E&C Group are discussed in more detail in the section entitled “—Results of Operations-Continuing Operations-Business Segments-Global E&C Group-Overview of Segment,” within this Item 2.

Global gross domestic product, or GDP, growth is a key driver of demand for power. The slow economic growth in recent years has negatively impacted the demand for our products and services. However, we believe that a gradual upturn in global economic growth will begin during the 2013-2014 timeframe, which we further believe will improve demand for the products and services of our Global Power Group, compared to 2012. However, a number

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of constraining market factors continues to impact the markets that we serve. These factors include political and environmental sensitivity regarding coal-fired steam generators in certain geographies and the outlook for continued lower natural gas pricing over the next three to five years, which has increased the attractiveness of natural gas, in relation to coal and renewables, for the generation of electricity. In addition, the constraints on the global credit market 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. These factors contributed to a decrease in demand as evidenced by the level of new orders received in the second quarter of 2013, which was a significant decline from the level of new orders received in the quarters ended March 31, 2013 and June 30, 2012. These factors may continue in the future. The challenges and drivers for our Global Power Group are discussed in more detail in the section entitled “—Results of Operations-Continuing Operations-Business Segments-Global Power Group-Overview of Segment,” within this Item 2.

Results of Operations – Continuing Operations

The following sections provide a discussion of our results of operations from our continuing operations.

Operating Revenues

We operate through two business groups: our Global E&C Group and our Global Power Group. 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 further dependent upon the strength of the various geographic markets and industries we serve and our ability to address those markets and industries. Please refer to the section entitled “—Business Segments,” within this Item 2, for a discussion of the products and services, geographic markets and industries of our business groups.

Our operating revenues for each of our business groups for the quarters and six months ended June 30, 2013 and 2012, were as follows:

	June 30, 2013		June 30, 2012		$ Change			% Change
Quarter Ended:
Global E&C Group	$	662,719	$	666,142	$	(3,423	)		(0.5	)%
Global Power Group		200,688		270,320		(69,632	)		(25.8	)%
Total	$	863,407	$	936,462	$	(73,055	)		(7.8	)%
Six Months Ended:
Global E&C Group	$	1,250,693	$	1,337,015	$	(86,322	)		(6.5	)%
Global Power Group		402,858		527,037		(124,179	)		(23.6	)%
Total	$	1,653,551	$	1,864,052	$	(210,501	)		(11.3	)%

Our operating revenues by geographic region, based upon where our projects are being executed, for the quarters and six months ended June 30, 2013 and 2012, were as follows:

	Quarter Ended June 30,										Six Months Ended June 30,
	2013		2012		$ Change			% Change			2013		2012		$ Change			% Change
Africa	$	20,735	$	24,909	$	(4,174	)		(16.8	)%	$	39,647	$	47,661	$	(8,014	)		(16.8	)%
Asia Pacific		211,262		310,928		(99,666	)		(32.1	)%		404,275		716,600		(312,325	)		(43.6	)%
Europe		215,647		240,155		(24,508	)		(10.2	)%		403,836		458,932		(55,096	)		(12.0	)%
Middle East		79,879		64,565		15,314			23.7	%		144,802		112,849		31,953			28.3	%
North America		282,419		208,130		74,289			35.7	%		524,013		361,115		162,898			45.1	%
South America		53,465		87,775		(34,310	)		(39.1	)%		136,978		166,895		(29,917	)		(17.9	)%
Total	$	863,407	$	936,462	$	(73,055	)		(7.8	)%	$	1,653,551	$	1,864,052	$	(210,501	)		(11.3	)%

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Our operating revenues decreased in the quarter and six months ended June 30, 2013, compared to the same periods in 2012, which included the impact of decreased flow-through revenues of $30,200 and $172,200, respectively, as described below. The decrease was partially offset by the favorable impact in 2013 related to the businesses acquired subsequent to the quarter and six months ended June 30, 2012.

Excluding the impact of the change in flow-through revenues and currency impacts, our operating revenues during the quarter and six months ended June 30, 2013 decreased 7% and 3%, respectively, compared to the same periods in 2012. The decrease in operating revenues in the quarter and six months ended June 30, 2013 was the result of decreased operating revenues in our Global Power Group, partially offset by increased operating revenues, excluding flow-through revenues, in our Global E&C Group.

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.

Please refer to the section entitled “—Business Segments,” within this Item 2, for further discussion related to operating revenues and our view of the market outlook for both of our operating groups.

Contract Profit

	June 30, 2013		June 30, 2012		$ Change			% Change
Quarter Ended	$	153,607	$	138,933	$	14,674			10.6	%
Six Months Ended	$	273,053	$	279,016	$	(5,963	)		(2.1	)%

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.

Contract profit increased during the quarter ended June 30, 2013, compared to the same period in 2012. The increase was the result of increased contract profit by our Global E&C Group, partially offset by decreased contract profit by our Global Power Group. The increase in contract profit in our Global E&C Group included the favorable impact related to the businesses acquired subsequent to the quarter ended June 30, 2012.

Contract profit decreased during the six months ended June 30, 2013, compared to the same period in 2012. The decrease was the result of decreased contract profit by our Global Power Group, partially offset by increased contract profit by our Global E&C Group. The increase in contract profit in our Global E&C Group included the unfavorable impact related to a change in net foreign exchange transaction gains and losses of $6,800 and also included the favorable impact related to the businesses acquired subsequent to the six months ended June 30, 2012.

Please refer to the section entitled “—Business Segments,” within this Item 2, for further information related to contract profit for both of our operating groups.

Selling, General and Administrative (SG&A) Expenses

	June 30, 2013		June 30, 2012		$ Change		% Change
Quarter Ended	$	89,801	$	85,289	$	4,512		5.3	%
Six Months Ended	$	180,133	$	168,430	$	11,703		6.9	%

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

SG&A expenses increased in the second quarter of 2013, compared to the same period in 2012, primarily as a result of the aggregate impact of the businesses acquired subsequent to the quarter ended June 30, 2012 that increased our SG&A expenses by $3,400, much of which was attributable to compensation expense recognized under earnout provisions associated with the acquisitions. The increase in SG&A expenses also included a charge for severance-related postemployment benefits of $1,000 recognized in the second quarter of 2013.

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SG&A expenses increased in the first six months of 2013, compared to the same period in 2012, primarily as a result of the aggregate impact of the businesses acquired subsequent to the six months ended June 30, 2012 that increased our SG&A expenses by $5,800, much of which was attributable to compensation expense recognized under earnout provisions associated with the acquisitions. The increase in SG&A expenses also included increased sales pursuit costs of $2,700 and a charge for severance-related postemployment benefits of $2,400 recognized in the first six months of 2013.

Other Income, net

	June 30, 2013		June 30, 2012		$ Change		% Change
Quarter Ended	$	18,014	$	10,515	$	7,499		71.3	%
Six Months Ended	$	22,765	$	18,653	$	4,112		22.0	%

Other income, net during the quarter and six months ended June 30, 2013 consisted primarily of equity earnings of $16,500 and $20,500, respectively. Our equity earnings were primarily generated from our ownership interests in build, own and operate projects in Chile and Italy. Our equity earnings from our Global Power Group’s project in Chile during the quarter and six months ended June 30, 2013 were $12,800 and $17,100, respectively, while equity earnings from our Global E&C Group’s projects in Italy were $3,500 and $3,400, respectively.

Other income, net increased in the second quarter of 2013, compared to the same period in 2012, primarily driven by increased equity earnings from our Global Power Group’s project in Chile of $6,700.

Other income, net increased in the first six months of 2013, compared to the same period in 2012, primarily driven by increased equity earnings from our Global Power Group’s project in Chile of $3,700.

For further information related to our equity earnings, please refer to the sections within this Item 2 entitled “—Business Segments-Global Power Group” for our Global Power Group’s project in Chile and “—Business Segments-Global E&C Group” for our Global E&C Group’s projects in Italy, as well as Note 3 to the consolidated financial statements included in this quarterly report on Form 10-Q.

Other Deductions, net

	June 30, 2013		June 30, 2012		$ Change			% Change
Quarter Ended	$	10,490	$	12,174	$	(1,684	)		(13.8	)%
Six Months Ended	$	15,802	$	16,237	$	(435	)		(2.7	)%

Other deductions, net includes various items, such as legal fees, consulting fees, bank fees, net penalties on unrecognized tax benefits and the impact of net foreign exchange transactions within the period. Net foreign exchange transactions include the net amount of transaction losses and gains that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency of our subsidiaries.

Other deductions, net in the second quarter of 2013 consisted primarily of legal fees of $4,900, bank fees of $1,200 and net penalties on unrecognized tax benefits of $1,000. Other deductions, net decreased in the second quarter of 2013, compared to the same period in 2012. This decrease was primarily the result of the favorable impact of $2,900 related to the change in net foreign currency exchange transactions and the favorable impact resulting from the inclusion of a $1,500 charge recognized in the second quarter of 2012 related to the write-off of capitalized costs for a wind farm development project, partially offset by increased legal fees of $1,600. During the second quarter of 2012, our Global E&C Group recognized a $1,500 charge related to the write-off of capitalized costs for a wind farm development project that, due to legislation, was no longer an economically viable project.

Other deductions, net in the first six months of 2013 consisted primarily of legal fees of $10,300, bank fees of $2,200 and a net foreign currency exchange transaction loss of $1,700. The decrease in other deductions, net in the first six months of 2013, compared to the same period in 2012, was primarily the net result of decreased net penalties on unrecognized tax benefits of $3,000, which included the net benefit of previously accrued tax penalties on unrecognized tax benefits that were ultimately not assessed during the first six months of 2013 of $1,300, and the favorable impact resulting from the inclusion of a $1,500 charge recognized in the second quarter of 2012 related to the write-off of capitalized costs for a wind farm development project, as further described above, partially offset by increased legal fees of $3,000 and an unfavorable impact of $1,000 related to the change in net foreign currency exchange transactions.

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Net foreign currency exchange transaction gains and losses were primarily driven by 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.

Interest Income

	June 30, 2013		June 30, 2012		$ Change			% Change
Quarter Ended	$	1,482	$	2,947	$	(1,465	)		(49.7	)%
Six Months Ended	$	2,944	$	6,114	$	(3,170	)		(51.8	)%

Interest income decreased in the quarter and six months ended June 30, 2013, compared to the same periods in 2012, primarily as a result of lower average cash and cash equivalents balances and, to a lesser extent, lower investment yields on cash and cash equivalents balances.

Interest Expense

	June 30, 2013		June 30, 2012		$ Change			% Change
Quarter Ended	$	3,916	$	4,249	$	(333	)		(7.8	)%
Six Months Ended	$	6,588	$	7,665	$	(1,077	)		(14.1	)%

Interest expense decreased in the quarter and six months ended June 30, 2013, compared to the same periods in 2012, which was the result of decreased net interest expense on unrecognized tax benefits of $500 and $1,100, respectively, and the favorable impact from decreased average borrowings, excluding foreign currency translation effects, in both periods.

Net Asbestos-Related (Gain)/Provision

	June 30, 2013			June 30, 2012		$ Change			% Change
Quarter Ended	$	(13,750	)	$	3,713	$	(17,463	)		(470.3	)%
Six Months Ended	$	(11,750	)	$	5,710	$	(17,460	)		(305.8	)%

The decrease in the net asbestos-related provision in the quarter and six months ended June 30, 2013, compared to the same period in 2012, was the net result of the favorable impact of the inclusion of an insurance recovery gain recognized during the quarter and six months ended June 30, 2013 upon collection of a $15,750 insurance receivable related to an insolvent insurance carrier, which we had previously written-off. Please refer to Note 12 to the consolidated financial statements included in this quarterly report on Form 10-Q for additional information.

Provision for Income Taxes

	June 30, 2013			June 30, 2012			$ Change			% Change
Quarter Ended	$	13,319		$	12,291		$	1,028			8.4	%
Effective tax rate		16.1	%		26.2	%
Six Months Ended	$	18,479		$	27,175		$	(8,696	)		(32.0	)%
Effective tax rate		17.1	%		25.7	%

Although we are a Swiss corporation, our shares are listed on a U.S. exchange; therefore, we reconcile our effective tax rate to the U.S. federal statutory rate of 35% to facilitate meaningful comparison with peer companies in the U.S. capital markets. Our effective tax rate can fluctuate significantly from period to period and may differ considerably from the U.S. federal statutory rate as a result of (i) income taxed in various non-U.S. jurisdictions with rates different from the U.S. statutory rate, (ii) our inability to recognize a tax benefit for losses generated by certain unprofitable operations and (iii) 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 pre-tax 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 pre-tax losses, the corresponding increase in the valuation allowance has an unfavorable impact on our effective tax rate.

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Effective Tax Rate for 2013

Our effective tax rate for the first six months of 2013 was lower than the U.S. statutory rate of 35% due principally to the net impact of the following:

• Income earned in non-U.S. tax jurisdictions which contributed to an approximate 16-percentage point reduction in our effective tax rate, primarily because of tax rates lower than the U.S. statutory rate, as well as additional impacts from equity income of joint ventures, tax exemptions, incentives and credits, and other items;

• Discrete items during the second quarter of 2013, primarily relating to the reversal of a previously accrued liability for branch taxes no longer required to be paid as a result of an exemption received from a non-U.S. tax authority, which provided a six-percentage point reduction to the effective tax rate for the first six months of 2013; and

• A valuation allowance increase because we are unable to recognize a tax benefit for year-to-date losses subject to a valuation allowance in certain jurisdictions (primarily in the U.S.), which contributed to an approximate four-percentage point increase in our effective tax rate.

Effective Tax Rate for 2012

Our effective tax rate for the first six months of 2012 was lower than the U.S. statutory rate of 35% due principally to the net impact of the following:

• Income earned in non-U.S. tax jurisdictions which contributed to an approximate 16-percentage point reduction in our effective tax rate, primarily because of tax rates lower than the U.S. statutory rate, as well as additional impacts from equity income of joint ventures, tax incentives and credits, and other items; and

• A valuation allowance increase because we were unable to recognize a tax benefit for year-to-date losses subject to a valuation allowance in certain jurisdictions (primarily in the U.S.), which contributed to an approximate four-percentage point increase in our effective tax rate.

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.

The majority of the U.S. federal tax benefits, against which valuation allowances have been established, do not expire until 2026 and beyond, based on current tax laws.

Net Income Attributable to Noncontrolling Interests

	June 30, 2013		June 30, 2012		$ Change			% Change
Quarter Ended	$	1,011	$	4,258	$	(3,247	)		(76.3	)%
Six Months Ended	$	4,290	$	6,655	$	(2,365	)		(35.5	)%

Net income attributable to noncontrolling interests represents third-party ownership interests in the net income 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 subsidiaries in Malaysia and South Africa. The change in net income attributable to noncontrolling interests is based upon changes in the net income of these subsidiaries and/or changes in the noncontrolling interests’ ownership interest in the subsidiaries.

Net income attributable to noncontrolling interests decreased in the second quarter of 2013, compared to the same period in 2012, which was primarily the net result of decreased net income from our operations in Malaysia and Martinez, California, partially offset by increased net income from our operations in the People’s Republic of China, Poland and South Africa.

Net income attributable to noncontrolling interests decreased in the first six months of 2013, compared to the same period in 2012, which was primarily the net result of decreased net income from our operations in Malaysia and Poland, partially offset by increased net income from our operations in the People’s Republic of China and South Africa.

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EBITDA

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

In addition to our two business groups, which also represent operating segments for financial reporting purposes, we report the financial results associated with the management of entities which are not managed by one of our two business groups, which include corporate center expenses, our captive insurance operation and expenses related to certain legacy liabilities, such as asbestos, in our C&F Group, which also represents an operating segment for financial reporting purposes.

	June 30, 2013		June 30, 2012		$ Change		% Change
Quarter Ended	$	99,005	$	58,523	$	40,482		69.2	%
Six Months Ended	$	139,083	$	130,114	$	8,969		6.9	%

EBITDA increased in the second quarter of 2013, compared to the same period in 2012. This increase was primarily driven by the favorable impact of an asbestos-related insurance recovery gain of $15,800, increased contract profit of $14,600, which included the favorable impact of our businesses acquired subsequent to the second quarter of 2012 and increased equity earnings from our project in Chile of $6,700.

EBITDA increased in the first six months of 2013, compared to the same period in 2012. This increase was primarily driven by the favorable impact of an asbestos-related insurance recovery gain of $15,800 and increased equity earnings from our project in Chile of $3,700. The increase in EBITDA was partially offset by the aggregate unfavorable impact of net foreign exchange transaction losses of $4,900, which were recognized in cost of operating revenues and other deductions, net of $3,900 and $1,000, respectively, decreased contract profit of $2,100, which included the favorable impact of our businesses acquired subsequent to the six months ended June 30, 2012 and excluded the aggregate impact of an increase in net foreign exchange transaction losses, discussed above, and increased sales pursuit costs of $2,700.

Please refer to the preceding discussion of each of these items within this “—Results of Operations-Continuing Operations” section and 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 and depreciation and amortization. We have presented EBITDA because we believe it is an important supplemental measure of operating performance. Certain covenants under our senior unsecured credit agreement use EBITDA, as defined in such agreement, in the covenant calculations which is different than EBITDA as presented herein. 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.

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

	Quarter Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
EBITDA from continuing operations:
Global E&C Group	$	62,133		$	39,917		$	97,321		$	86,845
Global Power Group		45,584			42,198			70,271			94,139
C&F Group*		(8,712	)		(23,592	)		(28,509	)		(50,870	)
EBITDA from continuing operations		99,005			58,523			139,083			130,114
Less: Interest expense		3,916			4,249			6,588			7,665
Less: Depreciation and amortization		13,454			11,562			28,796			23,363
Less: Provision for income taxes		13,319			12,291			18,479			27,175
Income from continuing operations attributable to Foster Wheeler AG		68,316			30,421			85,220			71,911
Income/(loss) from discontinued operations attributable to Foster Wheeler AG		2,383			438			(1,495	)		(406	)
Net income attributable to Foster Wheeler AG	$	70,699		$	30,859		$	83,725		$	71,505

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

EBITDA in the above table includes the following:

	Quarter Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
Net increase/(decrease) in contract profit from regular revaluation of final estimated contract profit revisions:(1)
Global E&C Group	$	5,400		$	(2,800	)	$	22,000		$	5,100
Global Power Group(2)		11,100			11,000			19,500			26,500
Total(2)	$	16,500		$	8,200		$	41,500		$	31,600
Net asbestos-related (gain)/provision:(3)
Global E&C Group	$	—		$	1,700		$	—		$	1,700
C&F Group		(13,800	)		2,000			(11,800	)		4,000
Total	$	(13,800	)	$	3,700		$	(11,800	)	$	5,700
Charges for severance-related postemployment benefits:
Global E&C Group	$	1,700		$	—		$	2,900		$	—
Global Power Group		700			—			1,100			—
C&F Group		—			—			400			—
Total	$	2,400		$	—		$	4,400		$	—

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

⁽²⁾ The changes in final estimated contract profit revisions for our Global Power Group were increased during the six months ended June 30, 2012 for a favorable settlement with a subcontractor of approximately $6,900.

⁽³⁾ Please refer to Note 12 to the consolidated financial statements included 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 as disclosed in our 2012 Form 10-K. 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.

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Business Segments

Global E&C Group

	Quarter Ended June 30,										Six Months Ended June 30,
	2013		2012		$ Change			% Change			2013		2012		$ Change			% Change
Operating revenues	$	662,719	$	666,142	$	(3,423	)		(0.5	)%	$	1,250,693	$	1,337,015	$	(86,322	)		(6.5	)%
EBITDA	$	62,133	$	39,917	$	22,216			55.7	%	$	97,321	$	86,845	$	10,476			12.1	%

Results

Our Global E&C Group’s operating revenues by geographic region for the quarter and six months ended June 30, 2013 and 2012, based upon where our projects are being executed, were as follows:

	Quarter Ended June 30,										Six Months Ended June 30,
	2013		2012		$ Change			% Change			2013		2012		$ Change			% Change
Africa	$	20,708	$	23,637	$	(2,929	)		(12.4	)%	$	39,620	$	45,211	$	(5,591	)		(12.4	)%
Asia Pacific		137,643		211,904		(74,261	)		(35.0	)%		254,869		504,420		(249,551	)		(49.5	)%
Europe		147,547		143,623		3,924			2.7	%		277,298		278,016		(718	)		(0.3	)%
Middle East		78,587		60,092		18,495			30.8	%		140,665		105,196		35,469			33.7	%
North America		230,196		147,161		83,035			56.4	%		411,652		253,117		158,535			62.6	%
South America		48,038		79,725		(31,687	)		(39.7	)%		126,589		151,055		(24,466	)		(16.2	)%
Total	$	662,719	$	666,142	$	(3,423	)		(0.5	)%	$	1,250,693	$	1,337,015	$	(86,322	)		(6.5	)%

Please refer to the “—Overview of Segment” section below for a discussion of our Global E&C Group’s market outlook.

Quarter Ended June 30, 2013

Our Global E&C Group experienced a decrease in operating revenues of 1% in the second quarter of 2013, compared to the same period in 2012. This decrease was primarily driven by decreased flow-through revenues of $30,100, partially offset by the favorable impact of the businesses acquired subsequent to the second quarter of 2012. Excluding flow-through revenues and currency impacts, our Global E&C Group’s operating revenues increased 7% in the second quarter of 2013, compared to the same period in 2012.

Our Global E&C Group’s EBITDA increased in the second quarter of 2013, compared to the same period in 2012. This increase was primarily driven by an increase in contract profit of $17,200, which included the favorable impact of the businesses acquired subsequent to the second quarter of 2012. The increase in EBITDA also included the favorable impact resulting from the inclusion of a $1,500 charge recognized in the second quarter of 2012 related to the write-off of capitalized costs for a wind farm development project. During the second quarter of 2012, our Global E&C Group recognized a $1,500 charge related to the write-off of capitalized costs for a wind farm development project that, due to legislation, was no longer an economically viable project. The contract profit increase was driven by increased contract profit margin and, to a lesser extent, increased volume of operating revenues, excluding flow-through revenues.

Six Months Ended June 30, 2013

Our Global E&C Group experienced a decrease in operating revenues of 7% in the first six months of 2013, compared to the same period in 2012. This decrease was primarily driven by decreased flow-through revenues of $172,700, partially offset by the favorable impact of the businesses acquired subsequent to the six months ended June 30, 2012. Excluding flow-through revenues and currency impacts, our Global E&C Group’s operating revenues increased 12% in the first six months of 2013, compared to the same period in 2012.

Our Global E&C Group’s EBITDA increased in the first six months of 2013, compared to the same period in 2012. This increase was primarily driven by an increase in contract profit of $18,400, which included the favorable impact of the businesses acquired subsequent to the first six months of 2012 and excluded the aggregate impact of an increase in net foreign exchange transaction losses, discussed below. The increase in EBITDA also included the favorable impact resulting from the inclusion of a $1,500 charge recognized in the second quarter of 2012 related to

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the write-off of capitalized costs for a wind farm development project, further described above. The increase in EBITDA was partially offset by the aggregate impact of an increase in net foreign exchange transaction losses of $9,100, which were recognized in cost of operating revenues and other deductions, net of $6,800 and $2,300, respectively. The contract profit increase was driven by increased volume of operating revenues, excluding flow-through revenues, partially offset by decreased contract profit margin.

Overview of Segment

Our Global E&C Group, which operates worldwide, designs, engineers and constructs onshore and offshore upstream oil and gas processing facilities, LNG facilities and receiving terminals, gas-to-liquids facilities, oil refining, chemical and petrochemical, pharmaceutical and biotechnology facilities and related infrastructure, including power generation facilities, distribution facilities, gasification facilities and processing facilities associated with the minerals and metals sector. Our Global E&C Group is also involved in the design of facilities in 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. Additionally, our Global E&C Group is involved in the development, engineering, construction, ownership and operation of power generation facilities, from conventional and renewable sources, and of waste-to-energy 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; and

• Design and supply of 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 our proprietary delayed coking and hydrogen production technologies.

Our Global E&C Group owns one of the leading technologies (SYDEC^SM delayed coking) used in refinery residue upgrading, in addition to other refinery residue upgrading technologies (solvent deasphalting and visbreaking), and a hydrogen production process used in oil refineries and petrochemical plants. We also own a proprietary sulfur recovery technology which is used to treat gas streams containing hydrogen sulfide for the purpose of reducing the sulfur content of fuel products and to recover a saleable sulfur by-product. Additionally, our Global E&C Group has experience with, and is able to work with, a wide range of processes owned by others.

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 generates equity earnings from returns on its noncontrolling interest investments in various power production facilities.

In the engineering and construction industry, we expect long-term demand to be strong for the end products produced by our clients, and we believe that this long-term demand will continue to stimulate investment by our clients in new, expanded and upgraded facilities. Our clients plan their investments based on long-term time horizons. We believe that global demand for energy, chemicals, minerals and pharmaceuticals will continue to grow over the long-term and that our clients will continue to invest in new and upgraded capacity to meet that demand.

Global markets in the engineering and construction industry are still experiencing intense competition among engineering and construction contractors and pricing pressure for contracts awarded. Clients’ bidding and contract award processes continue to be protracted, particularly for projects sponsored by national oil companies. Additionally, some clients have been releasing, and we expect will continue to release, tranches of work on a piecemeal basis. The engineering and construction industry may be further impacted by potential downside risk to global economic growth driven primarily by continued sovereign debt and bank funding pressures in the Eurozone, the speed at which governmental efforts directed at spending and debt reduction are being implemented, a slowdown in the economic growth rate in China and geopolitical oil supply risks, which could impact global economic growth through a significant rise in oil prices. If any of these risks materialize, our Global E&C Group could be impacted. However, we are seeing clients continuing to develop new projects and, after making final investment decisions, moving forward with previously planned projects. This includes a much stronger pipeline of projects in North America both in chemicals and LNG due to the availability of cheap gas supply from shale gas.

We continue to be successful in booking contracts of varying types and sizes in our key end markets, including a contract for an offshore gas field development in South America, an initial release for the engineering, procurement and construction contract for a chemicals facility in the U.S., front-end engineering design contracts for the expansion of oil and gas processing facilities in the Middle East, additional scope of work for a project management consultancy, or PMC, contract in the Middle East, contract for design and supply of a delayed coker heater for a refinery in Russia, an engineering and procurement contract for a refinery upgrade project in the Middle East, a PMC contract for a new refinery in Asia, and a contract for detailed design for a residue upgrading project in South America.

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We believe our success in this regard is a reflection of our technical expertise, our project execution performance, our long-term relationships with clients, our safety performance, and our selective approach in pursuit of new prospects where we believe we have significant differentiators.

Global Power Group

	Quarter Ended June 30,										Six Months Ended June 30,
	2013		2012		$ Change			% Change			2013		2012		$ Change			% Change
Operating revenues	$	200,688	$	270,320	$	(69,632	)		(25.8	)%	$	402,858	$	527,037	$	(124,179	)		(23.6	)%
EBITDA	$	45,584	$	42,198	$	3,386			8.0	%	$	70,271	$	94,139	$	(23,868	)		(25.4	)%

Results

Our Global Power Group’s operating revenues by geographic region for the quarter and six months ended June 30, 2013 and 2012, based upon where our projects are being executed, were as follows:

	Quarter Ended June 30,										Six Months Ended June 30,
	2013		2012		$ Change			% Change			2013		2012		$ Change			% Change
Africa	$	27	$	1,272	$	(1,245	)		(97.9	)%	$	27	$	2,450	$	(2,423	)		(98.9	)%
Asia Pacific		73,619		99,024		(25,405	)		(25.7	)%		149,406		212,180		(62,774	)		(29.6	)%
Europe		68,100		96,532		(28,432	)		(29.5	)%		126,538		180,916		(54,378	)		(30.1	)%
Middle East		1,292		4,473		(3,181	)		(71.1	)%		4,137		7,653		(3,516	)		(45.9	)%
North America		52,223		60,969		(8,746	)		(14.3	)%		112,361		107,998		4,363			4.0	%
South America		5,427		8,050		(2,623	)		(32.6	)%		10,389		15,840		(5,451	)		(34.4	)%
Total	$	200,688	$	270,320	$	(69,632	)		(25.8	)%	$	402,858	$	527,037	$	(124,179	)		(23.6	)%

Please refer to the “—Overview of Segment” section below for a discussion of our Global Power Group’s market outlook.

Quarter Ended June 30, 2013

Our Global Power Group experienced a decrease in operating revenues in the second quarter of 2013, compared to the same period in 2012. This decrease was primarily driven by decreased volume of business. Excluding currency impacts, our Global Power Group’s operating revenues decreased 27% in the second quarter of 2013, compared to the same period in 2012.

Our Global Power Group’s EBITDA increased in the second quarter of 2013, compared to the same period in 2012, primarily driven by increased equity earnings from our Global Power Group’s project in Chile of $6,700, partially offset by decreased contract profit of $2,700 and the unfavorable impact of increased legal fees of $1,100. This decrease in contract profit primarily resulted from decreased volume of operating revenues, excluding the impact of foreign currency fluctuations, partially offset by increased contract profit margins. Please see below for further discussion regarding our Global Power Group’s project in Chile.

Six Months Ended June 30, 2013

Our Global Power Group experienced a decrease in operating revenues in the six months ended June 30, 2013, compared to the same period in 2012. This decrease was primarily driven by decreased volume of business. Excluding currency impacts, our Global Power Group’s operating revenues decreased 25% in the six months ended June 30, 2013, compared to the same period in 2012.

Our Global Power Group’s EBITDA decreased in the six months ended June 30, 2013, compared to the same period in 2012, primarily driven by decreased contract profit of $17,600 and the unfavorable impact of increased legal fees of $2,700. This decrease in contract profit primarily resulted from decreased volume of operating revenues, partially offset by increased contract profit margins. Additionally, the decrease in contract profit included the unfavorable impact resulting from the inclusion of a settlement with a subcontractor of approximately $6,900 during the six months ended June 30, 2012. This decrease in EBITDA was partially offset by the favorable impact of increased equity earnings from our Global Power Group’s project in Chile of $3,700. Please see below for further discussion regarding our Global Power Group’s project in Chile.

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Equity Earnings from Project in Chile

Our equity earnings from our Global Power Group’s project in Chile were $12,800 and $6,100 in the second quarter of 2013 and 2012, respectively. This increase in equity earnings in the second quarter of 2013, compared to the same period in 2012, was primarily driven by two items: a $3,200 increase in our share of the project’s 2012 earnings recognized as a result of a revised earnings allocation for 2012 that was approved in connection with the approval by the project’s governing board of the 2012 earnings distribution in the second quarter of 2013, and a $3,000 increase from the reversal of an insurance-related contingency during the second quarter of 2013.

Our equity earnings from our project in Chile were $17,100 and $13,400 in the six months ended June 30, 2013 and 2012, respectively. The increase in equity earnings in the six months ended June 30, 2013, compared to the same period in 2012, was primarily driven by three items: a $3,200 increase in our share of the project’s 2012 earnings recognized as a result of a revised earnings allocation for 2012 that was approved in connection with the approval by the project’s governing board of the 2012 earnings distribution in the second quarter of 2013, and a $3,000 increase from the reversal of an insurance-related contingency during the second quarter of 2013, partially offset by the impact of lower marginal rates for electrical power generation in the six months ended June 30, 2013.

Overview of Segment

Our Global Power Group designs, manufactures and erects steam generators and auxiliary equipment for electric power generating stations, district heating and power 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 circulating fluidized-bed, which we refer to as CFB, steam generators are able to burn coals 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 holds a controlling interest and operates a combined-cycle gas turbine facility; owns a noncontrolling interest in a petcoke-fired CFB facility for refinery steam and power generation; and operates a university cogeneration power facility for steam/electric generation.

Our Global Power Group offers a number of other products and services related to steam generators, including:

• Design, manufacture and installation of auxiliary and replacement equipment for utility power and industrial facilities, including surface condensers, feedwater heaters, coal pulverizers, steam generator coils and panels, biomass gasifiers, and replacement parts for steam generators;

• Design, supply and installation of nitrogen-oxide, or 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;

• Design, supply and installation of flue gas desulfurization equipment for all types of steam generators and industrial equipment;

• 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; and

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

Global GDP growth is a key driver of demand for power. The slow economic growth in recent years has negatively impacted the demand for our products and services. However, we believe that a gradual upturn in global economic growth will begin during the 2013-2014 timeframe, which we further believe will improve demand for the products and services of our Global Power Group, compared to 2012. However, a number of constraining market factors continues to impact the markets that we serve. Political and environmental sensitivity regarding coal-fired steam generators in certain geographies continues to cause prospective projects utilizing coal as their primary fuel to be postponed or cancelled as clients experience difficulty in obtaining the required environmental permits or decide to wait for additional clarity regarding governmental regulations. The sensitivity has been especially pronounced in the U.S. and Western Europe due to the concern that coal-fired steam generators, relative to alternative fuel sources, contribute more toward global warming through the discharge of greenhouse gas emissions into the atmosphere. The outlook for continued lower natural gas pricing over the next three to five years in North America has increased the attractiveness of natural gas, in relation to coal and renewables, for the generation of electricity. In addition, the constraints on the global credit market may continue to impact some of our clients’ investment plans as these clients

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are affected by the availability and cost of financing, as well as their own financial strategies, which could include cash conservation. These factors could negatively impact investment in the power sector, which in turn could negatively impact our Global Power Group’s business.

There is potential downside risk to global economic growth driven primarily by continued sovereign debt and bank funding pressures in the Eurozone, the speed at which governmental efforts directed at spending and debt reduction are being implemented, a slowdown in the economic growth rate in Asia, most significantly China, and geopolitical oil supply risks, which could impact global economic growth through a significant rise in oil prices. If any of these risks materialize, our Global Power Group could be impacted.

Longer-term, we believe that global demand for electrical energy will continue to grow. We believe that the majority of the growth will be driven by emerging economies and that solid-fuel-fired steam generators will continue to fill a portion of the growth in new generating capacity in the emerging economies.

Globally, we see a growing need to replace older coal plants with new, more efficient and cleaner burning plants, including both coal and other fuels, in order to meet environmental, financial and reliability requirements. The fuel flexibility of our CFB steam generators enables them to burn a wide 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 steam technology, which significantly improves power plant efficiency and reduces power plant emissions.

We are currently executing a project for four 550 megawatt electrical, or MWe, supercritical CFB steam generators for a power project in South Korea, which we believe is an indication of the successful scale-up of our CFB technology and further advances our CFB supercritical technology with a vertical-tube, once-through design. Commercial operation of the units is scheduled for 2015.

We completed an engineering and supply project for a pilot-scale (approximately 30 megawatt thermal, equivalent to approximately 10 MWe) CFB steam generator, which incorporates our carbon-capturing Flexi-Burn™ technology. Further, we are executing a project together with other parties, which is funded by a grant agreement with the European Commission to support the technology development of a commercial scale (approximately 300 MWe) Carbon Capture and Storage demonstration plant featuring our Flexi-Burn™ CFB technology.

Recently we were awarded a limited notice to proceed for the design and supply of two 300 MWe CFB steam generators for a power plant in Southeast Asia. Full notice to proceed is expected in the beginning of 2014. Additionally, we won two contracts to design and supply condensers in Argentina and Uzbekistan.

Liquidity and Capital Resources

Cash Flows Activities

Our cash and cash equivalents and restricted cash balances were:

	As of
	June 30, 2013		December 31, 2012		$ Change			% Change
Cash and cash equivalents	$	414,738	$	582,322	$	(167,584	)		(28.8	)%
Restricted cash		49,417		62,189		(12,772	)		(20.5	)%
Total	$	464,155	$	644,511	$	(180,356	)		(28.0	)%

Total cash and cash equivalents and restricted cash held by our non-U.S. entities as of June 30, 2013 and December 31, 2012 were $396,500 and $522,300, respectively.

During the first six months of 2013, we experienced a decrease in cash and cash equivalents of $167,600, primarily as a result of cash used to repurchase shares and to pay related commissions under our share repurchase program of $150,100. The decrease in cash and cash equivalents also included the net impact of cash used for business acquisitions, net of cash acquired, of $50,800, capital expenditures of $17,500, the unfavorable impact related to exchange rate changes on our cash and cash equivalents of $11,700 and distributions to noncontrolling interests of $10,500, partially offset by cash provided by operating activities of $66,500 and a decrease in restricted cash, excluding foreign currency translation effects, of $12,400.

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Cash Flows from Operating Activities

	Six Months Ended June 30,
	2013		2012		$ Change
Net cash provided by operating activities — continuing operations	$	66,497	$	80,107	$	(13,610	)

Net cash provided by operating activities in the first six months of 2013 primarily resulted from cash provided by net income of $166,700, which included a gain and related cash receipts of $15,800 of an insurance receivable related to an insolvent insurance carrier, which we had previously written-off, and excluded non-cash charges of $78,700, partially offset by cash used for working capital of $75,000, cash used for net asbestos-related payments of $13,900, which excluded the above collection of an insurance receivable of $15,800 as the gain was recognized in net income, and mandatory contributions to our non-U.S. pension plans of $10,000.

The decrease in net cash provided by operating activities of $13,600 in the first six months of 2013, compared to the same period of 2012, resulted primarily from an increase in cash used to fund working capital of $37,200 and increased cash used for asbestos-related activities of $7,000 which excluded the above collection of an insurance receivable of $15,800 during the first six months of 2013 as the gain was recognized in net income, partially offset by increased cash provided by net income excluding non-cash charges of $36,500 which included the above gain and related cash receipts of $15,800 of an insurance receivable during the first six months of 2013.

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. During the first six months of 2013 and 2012, we used cash to fund working capital, as cash used for services rendered and purchases of materials and equipment exceeded cash receipts from client billings, which included the impact of delayed project payments and contributed to our receivables balance. Project payments can be delayed, particularly on contracts involving national oil companies, due to those customers’ internal processes for approval of invoices and release of funds. In general, delay in payment by our customers is not indicative of customer credit risk. In other cases where payments are delayed due to disagreements between us and our clients regarding the level of or quality of work performed or regarding billing terms, we assess our contractual right to invoice the client and, if we believe there is a probable commercial risk to collection of contract revenues, we provide an allowance against the valuation of contract work in progress within the contract.

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 maintain or increase 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

	Six Months Ended June 30,
	2013			2012			$ Change
Net cash used in investing activities — continuing operations	$	(55,574	)	$	(1,270	)	$	(54,304	)

The net cash used in investing activities in the first six months of 2013 was attributable primarily to cash used for business acquisitions, net of cash acquired, of $50,800 and capital expenditures of $17,500, partially offset by a decrease in restricted cash, excluding foreign currency translation effects, of $12,400.

The net cash used in investing activities in the first six months of 2012 was attributable primarily to capital expenditures of $16,000, partially offset by a decrease in restricted cash, excluding foreign currency translation effects, of $8,100 and cash provided by a return of investment from unconsolidated affiliates of $6,200.

The capital expenditures in the first six months of 2013 and 2012 related primarily to leasehold improvements, information technology equipment and office equipment.

Cash Flows from Financing Activities

	Six Months Ended June 30,
	2013			2012			$ Change
Net cash used in financing activities	$	(166,852	)	$	(28,617	)	$	(138,235	)

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The net cash used in financing activities in the first six months of 2013 was attributable primarily to cash used to repurchase shares and to pay related commissions under our share repurchase program of $150,100 and, to a lesser extent, distributions to noncontrolling interests of $10,500.

The net cash used in financing activities in the first six months of 2012 was attributable primarily to distributions to noncontrolling interests of $11,700, cash used to repurchase shares and to pay related commissions under our share repurchase program of $11,000 and repayment of debt and capital lease obligations of $6,500.

Outlook

Our liquidity forecasts cover, among other analyses, existing cash balances, cash flows from operations, cash repatriations, 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 twelve-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 twelve months. Based on these forecasts, our primary cash needs will be working capital, capital expenditures, pension contributions and net asbestos-related payments. We may also use cash for acquisitions, discretionary pension plan contributions or to repurchase our shares under the share repurchase program, as described further below. The majority of our cash balances are invested in short-term interest bearing accounts with maturities of less than three months at creditworthy financial institutions around the world. Further significant deterioration of the current global economic and credit market environment, particularly in the Eurozone countries, could challenge our efforts to maintain our well-diversified asset allocation with creditworthy financial institutions and/or unfavorably impact our liquidity and financial statements. We will continue to monitor the global economic environment, particularly in those countries where we have operations or assets. 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.

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 twelve months.

We are dependent on cash repatriations from our subsidiaries to cover payments and expenses of our parent holding company in Switzerland, to cover cash needs related to our asbestos-related liability and other overhead expenses in the U.S. and, at our discretion, specific liquidity needs, such as funding acquisitions and our share repurchase program, as described further below. Consequently, we require cash repatriations to Switzerland and the U.S. 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 Switzerland and the U.S. Additionally, we continue to have access to the revolving credit portion of our senior credit facility, if needed.

Our net asbestos-related cash inflows are the result of insurance proceeds in excess of payments related to asbestos liability indemnity and defense costs. During the first six months of 2013, we had net asbestos-related cash inflows of approximately $1,900, which included cash receipts of $15,800 on the collection of an insurance receivable balance related to an insolvent insurance carrier. We expect net cash inflows for the full year 2013 to be approximately $1,000. 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 balance sheet will continue to decrease.

On August 3, 2012, we entered into a new five-year senior unsecured credit agreement, which replaced our amended and restated senior unsecured credit agreement from July 2010. Our new senior credit agreement provides for a facility of $750,000 and contains an increase option permitting us, subject to certain requirements, to arrange with existing lenders and/or new lenders to provide up to an aggregate of $300,000 in additional commitments. During the term of this senior credit agreement, we may request, subject to certain requirements, up to two one-year extensions of the contractual termination date.

We can issue up to $750,000 under the letter of credit portion of the facility. Letters of credit issued under our new senior credit agreement have performance pricing that is decreased (or increased) as a result of improvements (or reductions) in our corporate credit ratings, as defined in the senior credit agreement. Based on our current credit ratings, letter of credit fees for performance and non-performance letters of credit issued under our new senior credit agreement are 0.75% and 1.50% per annum of the outstanding amount, respectively, excluding a nominal fronting fee. We also have the option to use up to $250,000 of the $750,000 for revolving borrowings at a rate equal to adjusted LIBOR, as defined in the senior credit agreement, plus 1.50%, subject also to the performance pricing noted above.

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We had approximately $250,600 of letters of credit outstanding under our senior credit agreement as of both June 30, 2013 and December 31, 2012. There were no funded borrowings under our senior credit agreement as of June 30, 2013 and December 31, 2012. Based on our current operating plans and cash forecasts, we do not intend to borrow under our senior credit agreement over the next twelve months. 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.

We are not required to make any mandatory contributions to our U.S. pension plans in 2013 based on the minimum statutory funding requirements. We made mandatory contributions totaling approximately $10,000 to our non-U.S. pension plans during the first six months of 2013. Based on the minimum statutory funding requirements for 2013, we expect to make mandatory contributions totaling approximately $20,700 to our non-U.S. pension plans for the full year. Additionally, we may elect to make discretionary contributions to our U.S. and/or non-U.S. pension plans during 2013.

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. On November 4, 2010, our Board of Directors proposed an increase to our share repurchase program of $335,000, which was approved by our shareholders at an extraordinary general meeting on February 24, 2011. On February 22, 2012, our Board of Directors proposed an additional increase to our share repurchase program of approximately $419,398, which was approved by our shareholders at our 2012 annual general meeting on May 1, 2012.

Based on the aggregate share repurchases under our program through June 30, 2013, we were authorized to spend up to an additional $270,100 to repurchase 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. Through June 30, 2013, we have repurchased 50,502,778 shares for an aggregate cost of approximately $1,234,300 since the inception of the repurchase program announced on September 12, 2008. We have executed the repurchases in accordance with 10b5-1 repurchase plans as well as other privately negotiated transactions pursuant to our share repurchase program. 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. For further information, please refer to Part II, Item 2 of this quarterly report on Form 10-Q.

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 senior credit agreement contains limitations on cash dividend payments as well as other restricted payments.

Off-Balance Sheet Arrangements

We own several noncontrolling 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 our project in Chile. 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.

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New Orders and Backlog

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.

Backlog can fluctuate from one reporting period to the next due to the timing of new awards and when the contract revenue is recognized in our consolidated financial statements. The timing and duration of backlog execution is dependent upon the scope and type (or nature) of the work being executed. The elapsed time from the award of a contract to completion of performance can be as short as several quarters and may be up to approximately four years. At any point in time, our backlog contains a portfolio of contracts at various stages of completion and that will be executed at varying rates over varying durations. We cannot predict with certainty the portion of backlog to be performed in a given year.

Although backlog represents only business that is considered likely to be performed, cancellations or scope adjustments may and do occur. 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. Backlog is adjusted quarterly to reflect new orders, project cancellations, deferrals, revised project scope and cost and purchases 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.

The tables below detail our new orders and backlog of unfilled orders by period and include balances for discontinued operations, which were insignificant based on our consolidated and business group balances:

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New Orders, Measured in Terms of Future Revenues

	June 30, 2013						June 30, 2012
	Global E&C Group		Global Power Group		Total		Global E&C Group		Global Power Group		Total
By Project Location:
Quarter Ended
North America	$	234,100	$	40,500	$	274,600	$	91,000	$	67,400	$	158,400
South America		59,800		8,900		68,700		60,900		8,800		69,700
Europe		130,000		33,400		163,400		120,500		30,300		150,800
Asia Pacific		128,800		7,100		135,900		155,000		9,500		164,500
Middle East		86,000		300		86,300		65,100		200		65,300
Africa		22,300		100		22,400		4,400		—		4,400
Total	$	661,000	$	90,300	$	751,300	$	496,900	$	116,200	$	613,100
Six Months Ended
North America	$	421,500	$	80,800	$	502,300	$	144,300	$	108,000	$	252,300
South America		103,000		13,100		116,100		132,000		16,300		148,300
Europe		252,800		70,700		323,500		333,900		110,000		443,900
Asia Pacific		183,900		124,000		307,900		431,600		43,300		474,900
Middle East		129,200		500		129,700		110,300		300		110,600
Africa		38,300		100		38,400		17,400		—		17,400
Total	$	1,128,700	$	289,200	$	1,417,900	$	1,169,500	$	277,900	$	1,447,400
By Industry:
Quarter Ended
Power generation	$	1,200	$	68,700	$	69,900	$	18,900	$	86,500	$	105,400
Oil refining		320,500		—		320,500		210,700		—		210,700
Pharmaceutical		25,100		—		25,100		20,500		—		20,500
Oil and gas		127,000		—		127,000		157,500		—		157,500
Chemical/petrochemical		120,400		—		120,400		73,500		—		73,500
Power plant operation and maintenance		10,500		21,600		32,100		5,200		29,700		34,900
Environmental		1,200		—		1,200		2,100		—		2,100
Other, net of eliminations		55,100		—		55,100		8,500		—		8,500
Total	$	661,000	$	90,300	$	751,300	$	496,900	$	116,200	$	613,100
Six Months Ended
Power generation	$	2,700	$	241,500	$	244,200	$	45,900	$	224,600	$	270,500
Oil refining		585,800		—		585,800		519,500		—		519,500
Pharmaceutical		40,100		—		40,100		35,400		—		35,400
Oil and gas		193,700		—		193,700		364,100		—		364,100
Chemical/petrochemical		207,800		—		207,800		171,400		—		171,400
Power plant operation and maintenance		21,800		47,700		69,500		10,900		53,300		64,200
Environmental		3,600		—		3,600		5,500		—		5,500
Other, net of eliminations		73,200		—		73,200		16,800		—		16,800
Total	$	1,128,700	$	289,200	$	1,417,900	$	1,169,500	$	277,900	$	1,447,400

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Backlog, Measured in Terms of Future Revenues

	As of June 30, 2013						As of December 31, 2012
	Global E&C Group		Global Power Group		Total		Global E&C Group		Global Power Group		Total
By Contract Type:
Lump-sum turnkey	$	2,000	$	22,700	$	24,700	$	3,200	$	67,500	$	70,700
Other fixed-price		546,200		572,400		1,118,600		662,500		665,200		1,327,700
Reimbursable		2,107,000		30,900		2,137,900		2,219,000		30,600		2,249,600
Total	$	2,655,200	$	626,000	$	3,281,200	$	2,884,700	$	763,300	$	3,648,000
By Project Location:
North America	$	371,200	$	96,500	$	467,700	$	295,100	$	142,800	$	437,900
South America		474,000		28,900		502,900		555,900		29,800		585,700
Europe		442,600		115,400		558,000		508,500		150,700		659,200
Asia Pacific		508,600		384,300		892,900		616,300		435,400		1,051,700
Middle East		808,000		800		808,800		850,700		4,600		855,300
Africa		50,800		100		50,900		58,200		—		58,200
Total	$	2,655,200	$	626,000	$	3,281,200	$	2,884,700	$	763,300	$	3,648,000
By Industry:
Power generation	$	2,200	$	562,200	$	564,400	$	269,000	$	699,500	$	968,500
Oil refining		1,476,100		—		1,476,100		1,676,000		—		1,676,000
Pharmaceutical		65,700		—		65,700		26,600		—		26,600
Oil and gas		264,200		—		264,200		269,600		—		269,600
Chemical/petrochemical		580,800		—		580,800		630,000		—		630,000
Power plant operation and maintenance		197,100		63,800		260,900		100		63,800		63,900
Environmental		3,600		—		3,600		3,200		—		3,200
Other, net of eliminations		65,500		—		65,500		10,200		—		10,200
Total	$	2,655,200	$	626,000	$	3,281,200	$	2,884,700	$	763,300	$	3,648,000
Backlog, measured in terms of Foster Wheeler Scope	$	2,089,900	$	616,400	$	2,706,300	$	2,196,700	$	753,500	$	2,950,200
Global E&C Group Man-hours in Backlog (in thousands)		17,600				17,600		17,000				17,000

The foreign currency translation impact on backlog and Foster Wheeler scope backlog resulted in decreases of $101,600 and $94,700, respectively, as of June 30, 2013 compared to December 31, 2012.

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 2012 Form 10-K. We did not have a significant change to the application of our critical accounting policies and estimates during the first six months of 2013.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

During the first six months of 2013, there were no material changes in the market risks as described in our annual report on Form 10-K for the year ended December 31, 2012.

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 have been no changes in our internal control over financial reporting in the quarter ended June 30, 2013 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

Our business is subject to a number of risks and uncertainties, including those disclosed in Part I, Item 1A, Risk Factors, in our Annual Report on Form 10-K for the year ended December 31, 2012 and in Part II, Item 1A, Risk Factors, in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2013. No material changes to the risk factors disclosed in such annual report on Form 10-K and the additional risk factor in our quarterly report on Form 10-Q for the quarter ended March 31, 2013 have been identified during the first six months of 2013.

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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).

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. On November 4, 2010, our Board of Directors proposed an increase to our share repurchase program of $335,000, which was approved by our shareholders at an extraordinary general meeting on February 24, 2011. On February 22, 2012, our Board of Directors proposed an additional increase to our share repurchase program of approximately $419,398, which was approved by our shareholders at our 2012 annual general meeting on May 1, 2012. Under Swiss law, the repurchase of shares in excess of 10% of the company’s share capital must be approved in advance by the company’s shareholders.

For further information related to our share repurchase program and the cancellation of shares under Swiss law, please refer to Note 1 to the consolidated financial statements in this quarterly report on Form 10-Q.

The following table provides information with respect to purchases under our share repurchase program during the second quarter of 2013.

Fiscal Month	Total Number of Shares Purchased(1)		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(2)		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
April 1, 2013 through April 30, 2013		2,971,700	$	22.24		2,971,700
May 1, 2013 through May 31, 2013		—		—		—
June 1, 2013 through June 30, 2013		2,120,000		23.58		2,120,000
Total		5,091,700	$	22.80		5,091,700	$	270,054

⁽¹⁾  During the second quarter of 2013, we repurchased an aggregate of 5,091,700 shares in open market transactions pursuant to our share repurchase program. As of June 30, 2013, we were authorized to spend up to an additional $270,054 to repurchase 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 program.

⁽²⁾  As of June 30, 2013, an aggregate of 50,502,778 shares were purchased for a total of $1,234,344 since the inception of the repurchase program announced on September 12, 2008.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

None.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS

Exhibit No.	Exhibits
3.1	Articles of Association of Foster Wheeler AG.
10.1	Fourth Amendment to the Contract of Employment between Foster Wheeler Energy Limited and Michelle K. Davies, effective as of May 7, 2013.
10.2	Foster Wheeler AG Omnibus Incentive Plan, Amended and Restated Effective as of May 2, 2013 (Included as Annex B to Foster Wheeler AG’s Definitive Proxy Statement filed on March 26, 2013 and incorporated herein by reference.)
23.1	Consent of Analysis, Research & Planning Corporation.
31.1	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of J. Kent Masters.
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 J. Kent Masters.
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.

58

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: August 8, 2013	/S/ J. KENT MASTERS
	J. KENT MASTERS
	CHIEF EXECUTIVE OFFICER
Date: August 8, 2013	/S/ FRANCO BASEOTTO
	FRANCO BASEOTTO
	EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND TREASURER

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EX-3.1

Exhibit 3.1

Statuten der Foster Wheeler AG mit Sitz in Baar	Articles of Association of Foster Wheeler AG domiciled in Baar
I.      Firma, Sitz, Zweck und Dauer der Gesellschaft	I.      Company Name, Domicile, Purpose and Duration of the Company
Art. 1 Firma und Sitz	Art. 1 Name and Domicile
Unter der Firma Foster Wheeler AG (Foster Wheeler Ltd.) (Foster Wheeler SA) besteht eine Aktiengesellschaft gemäss den Bestimmungen des schweizerischen Obligationenrechts (OR) mit Sitz in Baar.	Under the company name of Foster Wheeler AG (Foster Wheeler Ltd.) (Foster Wheeler SA) a corporation exists according to the provisions of the Swiss Code of Obligations (the “CO”) having its seat in Baar.
Art. 2 Zweck	Art. 2 Purpose
1Zweck der Gesellschaft ist der Erwerb, das Halten, das Verwalten, die Verwertung und der Verkauf, direkt oder indirekt, von Beteiligungen an Unternehmen in der Schweiz und im Ausland, insbesondere Unternehmen, die im Ingenieur- und Bauwesen, wie auch in Entwicklung, Konstruktion, Besitz und Betrieb von Kraftwerkseinrichtungen und Kraftwerken sowie in der Finanzierung dieser Aktivitäten tätig sind.	1The purpose of the Company is to acquire, hold, manage, exploit and sell, whether directly or indirectly, participations in businesses in Switzerland and abroad, including but not limited to businesses which are involved in engineering and construction services, the design, manufacture and ownership of power equipment and the ownership and operation of power production and power generation facilities as well as to provide financing for these purposes.

2Die Gesellschaft kann Zweigniederlassungen und Tochtergesellschaften im In- und Ausland errichten, kann sich an Unternehmen im In- und Ausland beteiligen, kann Vertretungen übernehmen, alle Geschäfte eingehen und Verträge abschliessen sowie alles unternehmen, was den Gesellschaftszweck fördert oder direkt und indirekt in den Geschäftsbereich der Gesellschaft fällt. Die Gesellschaft kann Finanzierungen für eigene oder fremde Rechnung vornehmen, sowie Garantien und ähnliche Rechtsgeschäfte zu Gunsten von assoziierten Gesellschaften oder Drittparteien eingehen. Die Gesellschaft kann Grundstücke erwerben, halten, verwalten, belasten und veräussern wie auch Patente, Lizenzen und weiteres geistiges Eigentum erwerben, verwerten, belasten und verkaufen.	2The Company is empowered to open and maintain domestic and foreign branch offices and subsidiaries, to participate in other domestic or foreign enterprises, to take over agencies, to engage in business and to enter into agreements, and to take all other measures or engage in any other activities which are appropriate to promote the purpose of the Company or are directly or indirectly within the scope of its activities. It may also undertake financing for its own account or for the account of third parties, as well as enter into promise agreements and provide guarantees in favour of associated companies and third parties. The Company may acquire, hold, manage, mortgage and sell real estate as well as acquire, exploit, encumbrance and sell patents, licenses and other intangible assets.
Art. 3 Dauer	Art. 3 Duration
Die Dauer der Gesellschaft ist unbeschränkt.	The duration of the Company is unlimited.
II.     Aktienkapital	II.     Share Capital
Art. 4 Aktien	Art. 4 Shares
1Das Aktienkapital der Gesellschaft beträgt CHF 313’324’767. Es ist eingeteilt in 104’441’589 Namenaktien mit einem Nennwert von CHF 3.- je Aktie. 2Das Aktienkapital ist voll liberiert.	1The Company’s share capital is CHF 313’324’767. It is divided into 104’441’589 registered shares of CHF 3 par value each. 2The share capital is fully paid up.
Art. 5 Bedingtes Aktienkapital	Art. 5 Conditional Share Capital
1Das Aktienkapital der Gesellschaft wird im Maximalbetrag von CHF 178’109’169 durch Ausgabe von höchstens 59’369’723 vollständig zu liberierenden Namenaktien mit einem Nennwert von je CHF 3.— erhöht (a)     im Zusammenhang mit der Ausübung von Optionsrechten, welche	1The share capital of the Company shall be increased by an amount not exceeding CHF 178,109,169 through the issue of a maximum of 59,369,723 registered shares, payable in full, each with a par value of CHF 3.— (a)     in connection with the exercise of option rights granted to Directors of

Statuten / Articles of Association – Foster Wheeler AG 2

Verwaltungsratsmitgliedern der Gesellschaft sowie Angestellten und Beauftragten, Beratern und anderen Personen, welche für die Gesellschaft, ihre Gruppengesellschaften, oder ihre Partner Dienstleistungen erbringen, eingeräumt wurden;	the Company and employees, contractors, consultants or other persons providing services to the Company, its Subsidiaries or affiliates;
(b)     im Zusammenhang mit der Ausübung von Wandel-, Options-, Tausch-, Bezugs-, oder ähnlichen Rechten (nachfolgend als die “Aktienbezugs-rechte”), welche Dritten oder Aktionären im Zusammenhang mit neuen oder bereits begebenen Anleihen (inklusive Wandel- und Optionsanleihen), Optionen, Warrants, oder anderen Finanzmarktinstrumen-ten (inklusive die Aktienbezugsrechte, welche den Inhabern der ausstehenden Class A Warrants von der er Foster Wheeler Ltd., Hamilton, Bermuda, herausgegeben wurden), die von der Gesellschaft, einer ihrer Gruppen-gesellschaften oder einer deren Rechtsvorgänger gewährt wurden oder noch gewährt werden (die mit den Aktienbezugsrechten verbundenen Finanzmarktinstrumente nachfolgend die “Finanzinstrumente mit Bezugs-rechten”).	(b)     through the exercise of conversion, option, exchange, warrant or similar rights granted to third parties or shareholders in connection with bonds (including convertible bonds and bonds with options), options, warrants, notes or other securities newly or already issued (including rights granted to the holders of outstanding class A warrants issued by Foster Wheeler Ltd., Hamilton, Bermuda) by the Company, by one of its Subsidiaries or any of their respective predecessors.
2Der Verwaltungsrat legt die Ausgabekonditionen für die Finanzinstrumente mit Bezugsrechten inklusive der Aktienbezugsrechte fest.	2The Board of Directors shall determine the issue conditions for the securities including the conditions for the conversion, option, exchange, warrant or similar rights.
3Die Bezugsrechte der Aktionäre bezüglich der Aktien, welche gemäss diesem Artikel ausgegeben werden, sind ausgeschlossen. Berechtigt zum Bezug neuer Aktien sind die obgenannten Inhaber der jeweiligen Aktienbezugsrechte gemäss Art. 5 Abs. 1 lit. b, respektive die in Art. 5 Abs. 1 lit. a obstehend aufgeführten Personen.	3Shareholders’ pre-emptive rights are excluded with respect to new shares issued in accordance with this article. Holders of the conversion, option, exchange, warrant or similar rights according to article 5 para 1 lit. b and the persons listed in article 5 para 1 lit. a above, respectively, are entitled to the new shares.
4Die Vorwegzeichnungsrechte der Aktionäre bei der Ausgabe von Finanzinstrumenten mit Bezugsrechten, können durch Beschluss des	4Shareholders’ advance subscription rights with regard to the issuance of the Company or one of its group companies of any new bonds, option, warrants, notes or

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Verwaltungsrates beschränkt oder aufgehoben werden, wenn die Ausgabe (i) zum Zweck der Finanzierung oder Refinanzierung einer Übernahme von Unternehmen, Unternehmensteilen, Beteiligungen oder neuen Investitionen dient oder (ii) auf nationalen oder internationalen Finanzmärkten oder durch Privatplatzierung erfolgt.	other securities granting conversion, option, exchange, warrant or similar rights may be restricted or excluded by decision of the Board of Directors if the issuance (i) is for purposes of financing or refinancing the acquisition of companies, parts of companies or holdings, or new investments, or (ii) occurs on the national or international capital markets or through a private placement.
Werden Vorwegzeichnungsrechte besch-ränkt oder aufgehoben, gilt folgendes:	If advance subscription rights are restricted or excluded, then
(1)     Die Finanzinstrumente mit Bezugs-rechten sind zu den marktüblichen Bedingungen auszugeben;	(1)     the bonds, option, warrants, notes or other securities granting conversion, option, exchange, warrant or similar rights are to be placed at market conditions;
(2)     die Frist zur Ausübung von Aktienbezugsrechten darf zwanzig Jahre nicht übersteigen; und	(2)     the conversion, exchange or exercise period is not to exceed twenty years from the date of the issuance of the securities granting the respective conversion, option, exchange, warrant or similar rights; and
(3)     der Umwandlungs-, Tausch-, oder Ausübungspreis für die neuen Aktien hat mindestens dem Marktpreis im Zeitpunkt der Emission der betreffenden Finanzierungsinstru-mente mit Bezugsrechten zu entsprechen.	(3)     the conversion, exchange or exercise price for the subscription of new shares is to be set at least in line with the market conditions prevailing at the date on which the securities granting these rights are issued.
5 Neue Aktien, welche gemäss Art. 5 Abs. 1 lit. a ausgegeben werden, können zu einem Preis ausgegeben werden, der unter dem aktuellen Marktpreis liegt. Der Verwaltungsrat bestimmt die genauen Ausgabekonditionen sowie den Ausgabepreis der Aktien.	5 Any new shares issued in accordance with article 5 para 1 lit. a may be issued at a price below the then-current market price. The Board of Directors shall specify the precise conditions of issue including the issue price of the shares.
6 Der Erwerb von Namenaktien durch Ausübung von Wandel- und Optionsrechten sowie alle weiteren Übertragungen von Namenaktien unterliegen den Beschränkungen gemäss Art. 8 der Statuten.	6 The acquisition of registered shares through the exercise of conversion rights or warrants and any further transfers of registered shares shall be subject to the restrictions specified in article 8 of the Articles of Association.

Statuten / Articles of Association – Foster Wheeler AG 4

Art. 6 Genehmigtes Aktienkapital	Art. 6 Authorized Capital
1Der Verwaltungsrat ist ermächtigt, das Aktienkapital jederzeit bis zum 1. Mai 2015 im Maximalbetrag von CHF 156’662’382 durch Ausgabe von höchstens 52’220’794 vollständig zu liberierenden Namenaktien mit einem Nennwert von CHF 3.— je Aktie zu erhöhen.	1The Board of Directors is authorized to increase the share capital at any time until 1 May 2015 by an amount not exceeding CHF 156,662,382 through the issuance of up to 52,220,794 fully paid up registered shares with a nominal value of CHF 3.— each.
2Erhöhungen durch Festübernahme und Erhöhungen in Teilbeträgen sind zulässig. Der Ausgabepreis, der Zeitpunkt der Dividendenberechtigung und die Art der zu leistenden Einlage und deren Liberierung (inklusive Sacheinlage oder Sachübernahme) werden vom Verwaltungsrat bestimmt.	2Increases through firm underwriting or in partial amounts are permitted. The issue price, the period of entitlement to dividends and the type of consideration or the contribution or underwriting in kind shall be determined by the Board of Directors.
3Der Verwaltungsrat kann nicht ausgeübte Bezugsrechte verfallen lassen oder kann Bezugsrechte, welche nicht ausgeübt wurden, oder Aktien, für welche Bezugsrechte nicht ausgeübt wurden, zu Marktkonditionen platzieren oder anderweitig im Interesse der Gesellschaft verwenden.	3The Board of Directors may allow the pre-emptive rights that have not been exercised to expire, or it may place the preemptive rights which have not been exercised or shares the preemptive rights of which have not been exercised at market conditions or use them otherwise in the interest of the Company.
4Der Verwaltungsrat kann die Bezugsrechte der Aktionäre entziehen und sie Dritten zuweisen, wenn die neuen Aktien zu folgenden Zwecken verwendet werden:	4The Board of Directors is authorized to withdraw or limit the pre-emptive rights of the shareholders and to allocate them to third parties in the event of the use of these shares for the purpose of
(a)     für die Ausgabe von neuen Aktien, wenn der Ausgabebetrag der neuen Aktien unter Berücksichtigung des Marktpreises festgesetzt wird;	(a)     issuing the new shares, if the issue price of the new shares is determined by reference to the market price;
(b)     für den Erwerb von Unternehmen mittels Aktientausch;	(b)     takeover of enterprises through the exchange of shares;
(c)     für die Finanzierung des Erwerbs von Unternehmen, Unternehmensteilen oder Unternehmensbeteiligungen, oder für die Finanzierung von neuen Investmentprojekten der Gesellschaft;	(c)     financing of the takeover of enterprises or parts thereof, or of participations, or of new investment projects of the Company, or the refinancing of any of the foregoing;

Statuten / Articles of Association – Foster Wheeler AG 5

(d)     für die private oder öffentliche, nationale oder internationale Platzierung von Aktien, um die Transaktionen in lit. c zu finanzieren;	(d)     a national or international private or public placement of shares to finance transactions mentioned in lit. c above;
(e)     für die Erweiterung des Aktionariats in gewissen Finanz- oder Investorenmärkten, mit dem Zweck einer Beteiligung von strategischen Partnern oder im Zusammenhang mit der Kotierung von neuen Aktien an in- und ausländischen Börsen;	(e)     broadening the shareholder constituency in certain financial or investor markets, for purposes of the participation of strategic partners, or in connection with the listing of new shares on domestic or foreign stock exchanges;
(f)      für nationale und internationale Aktienplatzierungen zum Zweck der Erhöhung der Streubesitzes oder zur Einhaltung anwendbarer Kotierungsvorschriften;	(f)      national and international offerings of shares for the purpose of increasing the free float or to meet applicable listing requirements;
(g)     für die Einräumung einer Mehrzuteilungsoption (“greenshoe”) an ein oder mehrere Finanzinstitute im Zusammenhang mit einer Aktienplatzierung;	(g)     an over- allotment option (“greenshoe”) being granted to one or more financial institutions in connection with an offering of shares;
(h)     für die Beteiligung von Verwaltungsräten der Gesellschaft sowie von Mitarbeitern, Beauftragten, Beratern oder anderen Personen, die der Gesellschaft oder einer ihrer Tochtergesellschaften oder Partnern Dienstleistungen erbringen;	(h)    participation of Directors of the Company and employees, contractors, consultants or other persons providing services to the Company, a group company or an affiliate;
(i)      um Kapital auf eine schnelle und flexible Weise zu beschaffen, welche ohne die Ausschliessung der Bezugsrechte der bestehenden Aktionäre nur schwer möglich wäre.	(i)       raising capital in a fast and flexible manner, which would hardly be achieved without the exclusion of the pre-emptive rights of the existing shareholders.
5Der Erwerb von Namenaktien aus genehmigtem Kapital zu allgemeinen Zwecken sowie alle weiteren Übertragungen von Namenaktien unterliegen den Besch-ränkungen gemäss Art. 8 der Statuten.	5The acquisition of registered shares out of authorized share capital for general purposes and any further transfers of registered shares shall be subject to the restrictions specified in Art. 8 of the Articles of Association.

Statuten / Articles of Association – Foster Wheeler AG 6

Art. 7 Form der Aktien	Art. 7 Form of Shares
1Die Aktionäre sind jederzeit berechtigt, von der Gesellschaft eine Bestätigung für die Anzahl der von ihnen gehaltenen Aktien zu erhalten. Die Aktionäre haben keinen Anspruch darauf, dass Aktienzertifikate gedruckt und ausgeliefert werden. Nichtverurkundete Aktien können als Wertrechte (im Sinne des Obligationenrechts) und Bucheffekten (im Sinne des Bucheffektengesetzes) ausgestaltet werden.	1A shareholder may at any time request from the Company an attestation of the number of registered shares held by it. The shareholder is not entitled, however, to request that certificates representing the registered shares be printed and delivered. Uncertificated shares may take the form of book-entry securities (Wertrechte, within the meaning of the Code of Obligations) and intermediary-held securities (Bucheffekten, within the meaning of the Intermediary-Held Securities Act).
2Die Gesellschaft kann zu jedem Zeitpunkt Aktienzertifikate herausgeben und kann zudem, das Einverständnis des Aktionärs vorausgesetzt, bereits herausgegebene Aktienzertifikate ersatzlos annullieren.	2The Company may at any time issue and deliver certificates for the shares, and may, with the consent of the shareholder, cancel issued certificates that are delivered to it without replacement.
3Nichtverurkundete Aktien und die damit verbundenen Rechte können durch Zession übertragen werden, welche sämtliche zugehörigen Rechte der übertragenen Aktien umfasst. Eine solche Zession bedarf zur Wirksamkeit gegenüber der Gesellschaft der Anzeige an die Gesellschaft. Werden nichtverurkundete Aktien für Aktionäre von einem Transfer Agenten, einer Trust-Gesellschaft, Bank oder einer ähnlichen Gesellschaft, welche die Buchwerte der Aktien führt (nachfolgend als der “Transfer Agent”) verwaltet, so können diese Aktien und die damit verbundenen Rechte nur unter Mitwirkung des Transfer Agent übertragen werden.	3Shares not represented by certificates may be transferred by written assignment, which assignment must encompass all appurtenant rights connected with the transferred shares. For the assignment to be valid against the Company, notification to the Company shall be required. If shares not represented by certificates are administered on behalf of a shareholder by a transfer agent, trust company, bank or similar entity handling the book entries of such shares (the “Transfer Agent”), such shares and the appurtenant rights associated therewith may be transferred only with the cooperation of the Transfer Agent.
4Werden nicht-verurkundete Aktien zugunsten von jemand anderem als dem Transfer Agent verpfändet, so ist zur Gültigkeit der Verpfändung eine Anzeige an den Transfer Agent erforderlich. Eine Anzeige an die Gesellschaft ist nicht erforderlich.	4If shares not represented by certificates are pledged in favor of any person other than the Transfer Agent, notification to such Transfer Agent shall be required for the pledge to be effective. A notice to the Company is not necessary.

Statuten / Articles of Association – Foster Wheeler AG 7

5Für den Fall, dass die Gesellschaft beschliesst, Aktienzertifikate zu drucken und auszugeben, müssen die Aktienzertifikate die Unterschrift von zwei zeichnungsberechtigten Personen tragen. Mindestens eine dieser Personen muss ein Mitglied des Verwaltungsrates sein. Faksimile-Unterschriften sind erlaubt.	5If the Company decides to issue and deliver share certificates, the share certificates shall bear the signatures of two duly authorized signatories of the Company, at least one of which shall be a Director. These signatures may be facsimile signatures.
6Die Gesellschaft kann in jedem Fall Aktienzertifikate ausgeben, die mehr als eine Aktie verkörpern.	6The Company may in any event issue share certificates representing more than one share.
7Falls die Gesellschaft an einer ausländischen Börse kotiert ist, ist die Gesellschaft berechtigt, die einschlägigen ausländischen Bestimmungen im Zusammenhang mit diesem Artikel zu befolgen.	7In case the Company is listed on any foreign stock exchange the Company is permitted to comply with the relevant rules and regulations that are applied in that foreign jurisdiction with regard to the subject of this article.
Art. 8 Aktienbuch	Art. 8 Shareholders Register
1Die Gesellschaft oder von ihr beauftragte Dritte führen ein Aktienbuch. Darin werden die Eigentümer und Nutzniesser der Aktien inklusive (falls anwendbar) Nominees mit Namen und Vornamen, Wohnort und Adresse (bei juristischen Personen mit Firma und Sitz), der Anzahl und Beschreibung der gehaltenen Aktien, dem Datum, zu welchem eine Person ins Aktienbuch eingetragen wurde wie auch das Datum, an welchem eine Person ihre Aktionärseigenschaft aufgegeben hat, eingetragen.	1The Company shall maintain, itself or through a third party, a share register. The share register shall list the surname, first name and address (in the case of legal entities, the company name and company seat) of the owners and usufructuaries of the shares, including, if applicable, the Nominees, the number and description of the shares held, the date on which each person was entered in the register and the date on which any person ceased to be a shareholder.
2Ändert eine im Aktienbuch eingetragene Person ihre Adresse, so hat sie dies dem Aktienbuchführer mitzuteilen. Solange dies nicht geschehen ist, gelten alle brieflichen Mitteilungen der Gesellschaft an die im Aktienbuch eingetragenen Personen als rechtsgültig an die bisher im Aktienbuch eingetragene Adresse erfolgt. Die Gesellschaft ist berechtigt, die im Aktienbuch vermerkten Aktionäre als den Eigentümer der jeweiligen Aktien zu behandeln. Die Gesellschaft ist nicht verpflichtet, nicht dem Aktienbuch entsprechende Ansprüche Dritter auf Aktien der Gesellschaft anzuerkennen. Alle Dividenden und weiteren Leistungen der Gesellschaft erfolgen ausschliesslich an die im Aktienbuch eingetragenen Personen.	2Any person recorded in the share register shall notify the share registrar of any change in address. Until such notification shall have occurred, all written communication from the Company to persons of record shall be deemed to have validly been made if sent to the address recorded in the share register. The Company shall be entitled to treat the registered shareholder of any share as the owner thereof and accordingly shall not be bound to recognize any equitable or other claim to, or interest in, such share on the part of any other person. Dividends and other distributions of the Company will be provided exclusively to the Persons registered in the share register.

Statuten / Articles of Association – Foster Wheeler AG 8

3Wer Aktien der Gesellschaft erwirbt, wird auf Antrag hin im Aktienbuch als Aktionär mit Stimmrecht eingetragen, falls der Verwaltungsrat der Eintragung als Aktionär mit Stimmrecht zustimmt. Die Eintragung kann gestützt auf die in diesem Art. 8 genannten Gründe verweigert werden.	3Acquirers of shares shall be recorded upon request in the share register as shareholders with voting rights, provided that the Board of Directors approves the entry. Registration may be refused on the grounds listed in this article 8.
4Erklärt ein Erwerber auf Anfrage des Verwaltungsrates nicht ausdrücklich, dass er die Aktien im eigenen Namen und für eigene Rechnung erworben hat, kann die Eintragung als Aktionär mit Stimmrecht im Aktienbuch verweigert werden. Vorbehältlich Art. 8 Abs. 5 werden Treuhänder und Nominees nur dann im Aktienbuch mit Stimmrecht eingetragen, wenn sie sich gegenüber der Gesellschaft insbesondere dazu verpflichten, jederzeit auf schriftliche Anfrage hin die Namen, Adressen und Aktienbestände von Personen offen zu legen, für welche sie Aktien halten. Wenn ein Clearing Nominee Vollmachten an Teilnehmer gewährt, müssen die Teilnehmer gegenüber der Gesellschaft auf deren schriftliche Anfrage hin die Namen, Adressen und Aktienbestände jeder Person offen legen, welche bei den Teilnehmern Aktien deponiert hat. Der Verwaltungsrat kann mittels einem Ermessensentscheid die Wirksamkeit der obgenannten Vollmachten nicht anerkennen, wenn sich die Teilnehmer weigern, gegenüber der Gesellschaft die obstehenden Umstände offen zu legen. Der Verwaltungsrat ist berechtigt, Clearing Nominees ganz oder teilweise von den Regelungen gemäss Absatz 4 zu befreien.	4The entry of shares as shares with voting rights may be refused by the Board of Directors, if a shareholder who acquired shares does not expressly declare upon request that such shareholder has acquired the shares in its own name and for its own account, provided that, subject to article 8 section 5, the Board of Directors may register Nominees in the share register as shareholders entitled to vote if they undertake in particular the obligation to disclose to the Company at its written request at any time the names, addresses and the share holdings of each person for whom such Nominee is holding shares. If a Clearing Nominee grants proxies to Participants, the Participants must disclose to the Company at its written request the names, addresses and share holdings of each of the Persons who have deposited shares of the Company with such Participant. The Board of Directors may, in its discretion, refuse to give effect to any such proxy if a Participant fails to make the required disclosure. The Board of Directors is authorized to exempt Clearing Nominees from all or some of the requirements set out in this subsection 4.
5Keine natürliche oder juristische Person wird mit Stimmrecht im Umfang von 10% oder mehr des im Handelsregister eingetragenen Aktienkapitals im Aktienregister eingetragen. Diese Begrenzung der Eintragung findet auch	5No Person shall be registered with voting rights for 10 % or more of the share capital as recorded in the commercial register. This limitation on registration also applies with respect to shares held by Nominees on behalf of a Person which

Statuten / Articles of Association – Foster Wheeler AG 9

Anwendung auf Aktien, welche von Nominees für Personen gehalten werden, welche an 10 % oder mehr der Aktien wirtschaftlich berechtigt sind (wie in Art. 33 der Statuten definiert), wobei dies unabhängig davon gilt, ob die Aktien des individuellen Nominees die im vorangehenden Satz festgesetzte Begrenzung überschreiten. Der Verwaltungsrat ist berechtigt, Ausnahmen zuzulassen und insbesondere Clearing Nominees im Ausmass von 10 % oder mehr zu registrieren. Die Aktien, welche die Grenze nach diesem Abs. 5 überschreiten, werden im Aktienbuch als Aktien ohne Stimmrecht registriert. Des weiteren ist der Verwaltungsrat berechtigt, von einer Person, die wirtschaftlich an einer Beteiligung an der Gesellschaft im Umfang von 10 % oder mehr des im Handelsregister eingetragenen Aktien-kapitals berechtigt ist und dies öffentlich offengelegt hat (insbesondere im Rahmen einer Offenlegung an die SEC oder an die Gesellschaft), Auskunft darüber zu verlangen, ob und allenfalls über welche Nominees oder andere Personen sie als wirtschaftlicher Eigentümer diese Aktien hält.	Beneficially Owns 10 % or more of the shares of the Company, whether or not any such individual Nominee’s holdings exceed the limit set forth in the preceding sentence. The Board is authorized to grant exceptions to the limitation on registration set forth in this section, including to register in particular Clearing Nominees with 10 % or more of the shares of the Company. The shares exceeding the limit set forth in this section 5 shall be entered in the share register as shares without voting rights. In furtherance of the provisions of this section, the Board of Directors is authorized at any time to request from any Person which discloses publicly, including in any filing with the SEC, or to the Company that it Beneficially Owns 10 % or more of the shares of the Company, that such Person provide information with respect to all of its shares that it Beneficially Owns which are being held by Nominees or other Persons on its behalf.
6Juristische Personen, die durch Kapital, Stimmkraft, Leitung oder auf andere Weise miteinander verbunden sind, sowie alle natürlichen oder juristischen Personen, welche sich durch Absprache, Syndikat oder auf andere Weise zum Zwecke der Umgehung dieser Limite zusammentun, als eine Person im Sinne dieses Artikel 8.	6Legal entities that are linked to one another through capital, voting rights, management or in any other manner, as well as all natural persons or legal entities achieving an understanding or forming a syndicate or otherwise acting in concert to circumvent the regulations concerning the limitation on registration, shall be counted as one Person within the meaning of this article 8.
7Lehnt der Verwaltungsrat die Eintragung als Aktionär mit Stimmrecht ab, be-nachrichtigt er den Aktionär innerhalb von 20 Tagen seit dem Eingang des Ein-tragungsgesuchs. Nicht anerkannte Aktionäre werden als Aktionäre ohne Stimmrecht ins Aktienbuch eingetragen.	7If the Board of Directors refuses to register a shareholder as a shareholder with voting rights, it shall notify the shareholder of such refusal within 20 days upon receipt of the application. Non-recognized shareholders shall be entered in the share register as shareholders without voting rights.

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8Der Verwaltungsrat kann nach Anhörung eines eingetragenen Aktionärs oder Nominees Eintragungen im Aktienbuch mit Rückwirkung auf das Datum der Ein-tragung streichen, wenn diese durch falsche Angaben zustande gekommen sind. In jedem Fall muss der Betroffene über die Streichung sofort informiert werden.	8After hearing the shareholder or Nominee, the Board of Directors may cancel, with retroactive effect as of the date of the registration, the registration of shareholders if the registration was effected based on false information. The respective shareholder or Nominee shall be informed immediately of the cancellation of the registration.
9Der Verwaltungsrat regelt die Einzelheiten und erlässt Reglemente über die Eintragung von Aktionären, Nominees und Clearing Nominees mit dem Ziel, die Anwendung und Einhaltung dieses Art. 8 zu gewährleisten. In berechtigten Fällen, aber nicht ausschliesslich etwa im Zusammenhang mit der Übernahme von Unternehmen oder Unternehmensteilen, kann der Verwaltungsrat oder eine vom Verwaltungsrat bezeichnete Stelle Ausnahmen von den obgenannten Beschränkungen oder den damit verbundenen Verfahren gewähren.	9The Board of Directors shall specify the details and issue regulations concerning the registration of shareholders, Nominees and Clearing Nominees to ensure the application of and compliance with this article 8. In justified cases, including (but not limited to) in connection with the take-over of enterprises or parts of enterprises, the Board of Directors or a committee designated by the Board of Directors may allow exemptions from the limitation for registration in the share register or the procedures applicable in connection therewith.
10Die in diesem Artikel 8 geregelte Eintragungsbeschränkung gilt auch für Aktien, die über die Ausübung eines Vorwegzeichnungs-, Bezugs-, Options-, Tausch-, oder Wandelrechts gezeichnet oder erworben werden.	10The limitation for registration provided for in this article 8 shall also apply to shares acquired or subscribed by the exercise of pre-emptive, advance subscription, option, exchange or conversion rights.
11Falls die Gesellschaft an einer ausländischen Börse kotiert ist, ist die Gesellschaft berechtigt, die einschlägigen ausländischen Bestimmungen im Zusammenhang mit diesem Artikel zu befolgen.	11In case the Company is listed on any foreign stock exchange the Company is permitted to comply with the relevant rules and regulations that are applied in that foreign jurisdiction with regard to the subject of this article.
12Betreffend Aktionärsrechten von Aktien, welche durch einen Clearing Nominiee gehalten werden, gilt Folgendes: Stimmrechte können durch den Clearing Nominee uneinheitlich und Auskunfts-, Informations- und Klagerechte auch nur für einen Teil der gehaltenen Aktien ausgeübt werden. Vollmachten für die Ausübung sämtlicher Aktionärsrechte (inklusive Klagerechte) können auch nur für einen Teil der Aktien ausgestellt werden. Werden	12With regard to shareholders’ rights of shares which are held by a Clearing Nominee the following applies: The Clearing Nominee may exercise voting rights in a heterogeneous manner and the rights to obtain and review information as well as the right to sue may be exercised with regard to specific portions of the shares held by a Clearing Nominee. Proxies granted to exercise any shareholders’ rights (including rights to sue) may be

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Aktien vom Clearing Nominee an den wirtschaftlich Berechtigten oder auf Anordnung des wirtschaftlich Berechtigten an einen Dritten übertragen, bleiben sämtliche Aktionärsrechte von dieser Übertragung unberührt und können vom neuen Inhaber der Aktionärsrechte ausgeübt werden.	granted for specific portions of the shares held by a Clearing Nominee only. Shareholders’ rights shall not be affected in any way by a transfer of shares from the Clearing Nominee to the Beneficial Owner or, upon instruction of the Beneficial Owner, to a third party and the new holder of such transferred shares shall be able to exercise these shareholders’ rights.
13Betreffend Aktionärsklagen wird insbesondere für die Beurteilung des Rechtschutzinteresses und des Schadens auch die Position des wirtschaftlich Berechtigten berücksichtigt.	13With regard to suits and claims of shareholders, the position of the Beneficial Owner shall be taken into account, in particular with regard to the appraisal of damages and legitimate interests of parties involved in proceedings.
Art. 9 Ausübung von Aktionärsrechten	Art 9 Exercise of Rights
1Stimmrechte und damit verbundene Rechte können gegenüber der Gesellschaft nur von Aktionären, Nutzniessern oder Nominees ausgeübt werden, die im Aktienbuch als Aktionäre mit Stimmrecht eingetragen wurden. Art. 16 der Statuten bleibt vorbehalten.	1Voting rights and appurtenant rights associated therewith may be exercised in relation to the Company by a shareholder, usufructuary of shares or Nominee only to the extent that such person is recorded in the share register as a shareholder entitled to vote. Article 16 remains reserved.
2Die Gesellschaft anerkennt nur einen Vertreter pro Aktie.	2The Company recognizes only one representative per share.

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III.   Organisation der Gesellschaft	III.   Organization of the Company
A.     Die Generalversammlung	A.     Shareholders’ Meeting
Art. 10 Befugnisse	Art. 10 Authority
1Die Generalversammlung ist das oberste Organ der Gesellschaft. Sie hat die folgenden unübertragbaren Befugnisse:	1The General Meeting of Shareholders is the supreme corporate body of the Company. It has the following inalienable rights:
(a)     Die Festsetzung und die Änderung der Statuten;	(a)     The adoption and amendment of the Articles of Association;
(b)     Die Wahl der Mitglieder des Verwaltungsrates und der externen Revisionsstelle;	(b)     Election of the Directors and the external audit firm;
(c)     Die Genehmigung des Jahresberichts und des Konzernberichts der Gesellschaft;	(c)     Approval of the annual report and the consolidated annual report of the Company;
(d)     Die Genehmigung der Jahresrechnung und die Beschlussfassung über die Verwendung des Bilanzgewinns, insbesondere die Festsetzung der Dividende und der Gewinnbeteiligung der Geschäftsleitung; und	(d)     Approval of the annual financial statement as well as the resolution to use the balance sheet profit, in particular, the declaration of dividends and profit sharing by directors; and
(e)     Die Entlastung der Mitglieder des Verwaltungsrates.	(e)     To grant discharge to the Directors.
2Wenn der Verwaltungsrat eine spezifische Vorlage der Generalversammlung zur Konsultativabstimmung vorlegt, kann diese darüber abstimmen.	2The General Meeting of Shareholders can have a consultative vote on specific issues proposed by the Board of Directors in any other matter as it deems necessary to the Board of Directors.

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Art. 11 Ordentliche und ausserordentliche Generalversammlung	Art. 11 Ordinary and Extraordinary General Meeting of Shareholders
1Die ordentliche Generalversammlung findet alljährlich innerhalb von sechs Monaten nach Abschluss des Geschäftsjahres statt. Sie wird durch den Verwaltungsrat oder durch die Revisionsstelle einberufen. Der Verwaltungsrat bestimmt den Zeitpunkt und den Ort der Generalversammlung, die entweder innerhalb oder ausserhalb der Schweiz stattfindet.	1An Ordinary General Meeting of Shareholders is to be held yearly within six months following the close of the business year. It is called by the Board of Directors or by the auditors. The Board of Directors determines the time and location either within or outside Switzerland of the General Meeting of Shareholders.
2Ausserordentliche Generalversammlungen werden so oft als nötig vom Verwaltungsrat und nötigenfalls durch die Revisionsstelle sowie in den anderen vom Gesetz vorgesehenen Fällen einberufen.	2Extraordinary General Meetings of Shareholders shall be called as often as necessary by the Board of Directors or, if necessary, by the auditors as well as in all other cases required by law.
3Unter Bezugnahme auf den Zweck der Einberufung und die Verhandlungs-gegenstände können ein oder mehrere Aktionäre, die mindestens 10% des im Handelsregister eingetragenen Aktien-kapitals der Gesellschaft vertreten, vom Verwaltungsrat die Einberufung einer ausserordentlichen Generalversammlung per schriftlichem Antrag verlangen. Der schriftliche Antrag soll die Verhandlungsgegenstände, die gestellten Anträge, sowie die weiteren Angaben, welche gemäss anwendbaren Gesetzes- und Kotierungsvorschriften notwendig sind, enthalten.	3Stating the purpose of the meeting and the agenda to be submitted, one or more shareholders representing at least ten per cent of the share capital may request the Board of Directors, in writing to call an Extraordinary General Meeting of Shareholders. The request shall contain an agenda, the respective proposals as well as any other information required under the applicable laws and stock exchange rules.
Art. 12 Sprache	Art. 12 Language
Die Generalversammlung wird auf englisch abgehalten. Vorbehalten bleibt ein anderslautender Beschluss des Verwaltungsrats.	General Meetings of Shareholders will, unless the Board decides otherwise be conducted in English.
Art. 13 Einberufung	Art. 13 Notice
1Die Einberufung der Generalversammlung erfolgt durch einmalige Publikation im Schweizerischen Handelsamtsblatt (“SHAB”). 2Zwischen dem Tag der Publikation und dem Tag der Durchführung der Generalversammlung dürfen nicht mehr als sechzig und nicht weniger als zwanzig Tage	1Notice of a General Meeting of Shareholders is given by means of a single publication in the Swiss Official Journal of Commerce (“SHAB”). 2Between the day of the publication and the day of the meeting there must be a time period of no more than sixty days nor less than twenty days. The notice of the

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liegen. Die Einberufung der Generalversammlung muss das Datum, die Uhrzeit und den Ort der Generalversammlung, die Traktanden, die Anträge des Verwaltungsrates und die Anträge derjenigen Aktionäre angegeben, welche die Durchführung einer Generalversammlung oder die Traktandierung eines Verhandlungsgegenstandes nach den Bestimmungen von Art. 14 beantragt haben. 3Spätestens zwanzig Kalendertage vor der Generalversammlung sind der Geschäftsbericht und der Bericht der Revisionsstelle zur Einsicht für die Aktionäre am Gesellschaftssitz aufzulegen. Jeder Aktionär ist berechtigt zu beantragen, dass ihm der Geschäftsbericht und der Bericht der Revisionsstelle gebührenfrei und umgehend zugestellt werden. Die im Aktienbuch vermerkten Aktionäre werden schriftlich über die Verfügbarkeit dieser Dokumente benachrichtigt.	General Meeting of shareholders must indicate the day, time and place of the meeting, the specific agenda items, the motions of the Board of Directors and the motions of the shareholders who have requested the General Meeting of Shareholders or that an item to be included on the agenda in accordance with the regulation of Article 14. 3The annual report and the auditors’ report shall be made available for inspection by the shareholders at the registered office of the Company at least twenty days prior to the date of the Ordinary General Meeting of Shareholders. Each Shareholder is entitled to request prompt delivery of a copy of the annual report and the auditor’s report free of charge. Shareholders registered in the share register shall be notified of the availability of these documents in writing.
4Der Verwaltungsrat ist berechtigt, das Aktienbuch auf einen bestimmten Zeitpunkt, der auf nicht mehr als 60 Tage vor der Generalversammlung festgesetzt werden darf, zu schliessen.	4The Board of Directors may fix a record date not more than sixty days prior to the holding of any General Meeting of Shareholders.
Art. 14 Traktandierung	Art. 14 Agenda

1An einer Generalversammlung darf nur über die Gegenstände abgestimmt werden, die	1At any General Meeting of Shareholders, only such business shall be conducted as shall have been brought before the meeting
a)       direkt vom Verwaltungsrat oder im Auftrag des Verwaltungsrats oder	a)       by or at the direction of the Board of Directors or
b)       von einem Aktionär nach dem Verfahren dieses Art. 14 traktandiert werden.	b)       by any shareholder of the Company who complies with the procedures set forth in this Article 14.
2Das Traktandierungsbegehren eines Aktionärs für die ordentliche General-versammlung muss mindestens 45	2To be timely for consideration at the Ordinary General Meeting of Shareholders, a shareholder’s notice must be received by

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Kalendertage vor dem Jahrestag des sog. Proxy Statements der Gesellschaft (wie es bei der SEC eingereicht wurde) welches im Jahr zuvor den Aktionären im Zusammenhang mit der letztjährigen ordentlichen Generalversammlung mitgeteilt wurde, beim Sekretär der Gesellschaft eingereicht werden. Das Traktandierungsbegehren muss in schriftlicher Form gestellt werden und bezüglich jedem vorgebrachten Traktandum die nachfolgenden Informationen enthalten:	the Secretary at the Company’s principal executive offices not less than 45 calendar days in advance of the anniversary of the date of the Company’s proxy statement (as filed with the SEC) released to shareholders in connection with the previous year’s Ordinary General Meeting of Shareholders. To be in proper written form, a shareholder’s notice to the Secretary shall set forth in writing as to each matter the shareholder proposes to bring before the General Meeting of Shareholders, containing:
a)       eine kurze Beschreibung des gewünschten Traktandums sowie die Gründe, weshalb dieses Traktandum von der Generalversammlung verhandelt werden soll;	a)       a brief description of the business desired to be brought before the ordinary General Meeting of Shareholders and the reasons for conducting such business at the ordinary General Meeting of Shareholders;
b)       der Name und die Adresse des traktandierenden Aktionärs, wie sie im Aktienbuch registriert sind; und	b)       the name and address, as they appear in the share register, of the shareholder proposing such business; and
c)       sämtliche weiteren Informationen, welche unter den anwendbaren Gesetzes- und Kotierungs-bestimmungen verlangt werden.	c)       all other information required under the applicable laws and stock exchange rules.
3Über Verhandlungsgegenstände, die nicht traktandiert sind, können von der Generalversammlung keine Beschlüsse gefasst werden. Die von Gesetzes wegen geltenden Ausnahmen bleiben vorbehalten.	3No resolution shall be passed at a General Meeting of Shareholders on matters which do not appear on the agenda except those permitted by law.
Art. 15 Vorsitz, Protokoll	Art. 15 Chairperson, Minutes
1Vorbehältlich eines anderslautenden Beschlusses des Verwaltungsrates soll der Präsident des Verwaltungsrates, oder in seiner Abwesenheit der Vize-Präsident (falls einer gewählt wurde) den Vorsitz an der Generalversammlung führen (nachfolgend als der “Vorsitzende”).	1Unless otherwise determined by the Board of Directors the General Meeting of Shareholders shall be chaired by the Chairperson of the Board of Directors, or, in his absence, by the Deputy Chairperson, if one is elected.

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2Der Vorsitzende bestimmt einen Protokollführer und kann die Stimmenzähler, die alle nicht Aktionäre sein müssen, bestimmen.	2The Chairperson shall designate a Secretary for the Minutes and may designate the Scrutineers who do not need to be shareholders.
3Der Verwaltungsrat ist für die Protokollführung verantwortlich. Das Protokoll ist vom Vorsitzenden und vom Protokollführer zu unterzeichnen.	3The Board of Directors is responsible for the keeping of the Minutes, which are to be signed by the Chairperson and by the Secretary.
4Der Vorsitzende der Generalversammlung hat sämtliche Leitungsbefugnisse, die für die ordnungsgemässe Durchführung der Generalversammlung nötig und geeignet sind.	4The acting chair of the General Meeting of Shareholders shall have all powers and authority necessary and appropriate to ensure the orderly conduct of the General Meeting of Shareholders.
Art. 16 Recht auf Teilnahme, Stimmrecht	Art. 16 Right to Participation, Voting Rights
1Unter Vorbehalt anderslautender Bestimmungen in diesen Statuten kann jeder Aktionär, der im Aktienbuch als Aktionär mit Stimmrecht eingetragen ist, an der Generalversammlung und deren Beschlüssen teilnehmen. 2Vorbehältlich den Bestimmungen in diesem Art. 16 berechtigt jede Aktie, die im Aktienbuch als Aktie mit Stimmrecht eingetragen ist, zu einer Stimme. Art. 693 Abs. 3 OR bleibt dabei vorbehalten. Mittels Vollmacht kann jeder Aktionär seine Aktien in der Generalversammlung durch einen oder mehrere Dritte vertreten lassen, die selber nicht Aktionäre sein müssen. 3Sobald und solange eine Person 10 % oder mehr des im Handelsregister eingetragenen Aktienkapitals kontrolliert (“kontrolliertes Aktienkapital”, wie gemäss Art. 33 der Statuten definiert), werden die Stimmrechte dieser Person an einer Generalversammlung auf 10 % (minus eine Stimme) der Stimmrechte der im Handelsregister eingetragenen Aktien beschränkt. Die untenstehenden Art. 16 Abs. 4 und 5 dieser Statuten bleiben vorbehalten.	1Except as otherwise provided in these Articles of Association, each shareholder recorded in the share register with voting rights is entitled to participate at the General Meeting of Shareholders and in any vote taken. 2Subject to the other provisions of this article 16, each share recorded in the share register as a share with voting rights confers one vote on its holder. Art. 693 para. 3 CO remains reserved. By means of proxy, each shareholder may have each of his shares represented in a General Meeting of Shareholders by one or more third persons who do not need to be shareholders. 3Subject to article 16 para 4 and 5 below, if and so long as the Controlled Shares of any Person constitute 10 % or more of the registered share capital recorded in the commercial register, such Person shall be entitled to cast votes at any General Meeting of Shareholders in the aggregate equal to one vote less than 10 % of all the number of votes conferred by all the registered share capital recorded in the Commercial Register.

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4In besonderen Fällen, beispielweise um die Stimmrechtsausübung von Aktien, welche für wirtschaftliche Eigentümer von Nominees gehalten werden, zu ermöglichen, oder bei der Übernahme von Unternehmen und Unternehmensteilen, kann der Verwaltungsrat durch Reglement oder basierend auf Vereinbarungen von der in diesem Artikel vorgesehenen Begrenzung abweichen. Vorbehältlich abweichender, durch den Verwaltungsrat in seinem Reglement zu erlassenden Bestimmungen, findet die Stimmrechtsbeschränkung in Art. 16 Abs. 3 keine Anwendung auf Clearing Nominees. 5Die Begrenzung in Art. 16 Abs. 3 gilt zudem nicht für die Ausübung des Stimmrechts gemäss den gesetzlichen Bestimmungen über institutionelle Aktionärsvertreter.	4The Board of Directors may by means of regulations or agreements depart from the limit contained in article 16 section 3, including without limitation to permit the exercise of voting rights in respect of shares held by Nominees or to permit voting rights in special cases, including (but not limited to) in connection with the take-over of enterprises or parts of enterprises. Unless the Board of Directors, by means of regulations, determines otherwise, the voting limit contained in article 16 section 3 shall not apply to Clearing Nominees. 5The limit contained in article 16 section 3 shall not apply to the exercise of voting rights pursuant to the statutory rules on institutional shareholder representatives.
Art. 17 Beschlüsse und Wahlen	Art. 17 Resolutions and Elections
1Die Generalversammlung fasst ihre Beschlüsse und entscheidet Wahlen mit der Mehrheit der abgegebenen Stimmen, wobei “broker non-votes”, Stimment-haltungen sowie leere und ungültige Stimmen nicht berücksichtigt werden. Anderslautende gesetzliche oder statutarische Bestimmungen bleiben vorbehalten. 2Der Vorsitzende der Generalversammlung kann weitere Verfahrensregeln bezüglich des Abstimm- und Wahlverfahrens festlegen. 3Die Abstimmungen und Wahlen erfolgen offen, es sei denn, dass die Generalversammlung eine schriftliche Abstimmung oder Wahl beschliesst, oder der Vorsitzende dies anordnet. Der Vorsitzende kann Abstimmungen und Wahlen auch mittels elektronischem Verfahren durchführen lassen. Elektronische Abstimmungen und Wahlen sind schriftlichen Abstimmungen und Wahlen gleichgestellt.	1The General Meeting of Shareholders shall take resolutions and carry out its elections with a majority of the share votes cast (broker non-votes, abstentions and blank and invalid ballots shall be disregarded), to the extent that neither the law nor the Articles of Association provide otherwise. 2The Chairperson of the General Meeting of Shareholders shall determine further details regarding the voting and election procedure. 3Resolutions and elections shall be decided by a show of hands, unless a written ballot is resolved by the General Meeting of Shareholders or is ordered by the acting chairperson of the General Meeting of Shareholders. The acting chairperson may also hold resolutions and elections by use of an electronic voting system. Electronic resolutions and elections shall be considered equal to resolutions and elections taken by way of a written ballot.

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4Der Vorsitzende kann eine offene Wahl oder Abstimmung immer durch eine schriftliche oder elektronische wiederholen lassen, sofern nach seiner Meinung Zweifel am Abstimmungsergebnis bestehen. In diesem Fall gilt die vorausgegangene offene Wahl oder Abstimmung als nicht geschehen.	4The chairperson of the General Meeting of Shareholders may at any time order that an election or resolution decided by a show of hands be repeated by way of a written or electronic ballot if he considers the vote to be in doubt. The resolution or election previously held by a show of hands shall then be deemed to have not taken place.
Art. 18 Beschlussquoren	Art. 18 Supermajority Voting

1Ein Beschluss der Generalversammlung, der mindestens zwei Drittel der abgegebenen Stimmen und die absolute Mehrheit der Aktiennennwerte der abgegebenen Stimmen auf sich vereinigt, ist erforderlich für:	1A resolution of the General Meeting of Shareholders passed by at least two thirds of the share votes cast and the absolute majority of the par value of the share votes cast is required for:
(a)     Die Änderung des Gesellschaftszwecks;	(a)     change of the Company’s purpose;
(b)     Die Einführung von Stimmrechtsaktien;	(b)     the creation of shares with privileges regarding voting rights;
(c)     Die Beschränkung der Übertragbarkeit von Namenaktien;	(c)     the restriction of the transferability of registered shares;
(d)     Eine bedingte oder genehmigte Kapitalerhöhung;	(d)     an increase of capital, authorized or subject to a condition;
(e)     Eine Kapitalerhöhung aus Eigenkapital, gegen Sacheinlage oder zwecks Sachübernahme und die Gewährung von besonderen Vorteilen;	(e)     an increase of capital out of equity, against contributions in kind, or for the purpose of acquisition of assets and the granting of special benefits;
(f)      Die Beschränkung oder Aufhebung des Bezugsrechts;	(f)      the limitation or withdrawal of pre-emptive rights;
(g)     Die Verlegung des Sitzes der Gesellschaft;	(g)     the change of the domicile of the Company;
(h)     Die Auflösung der Gesellschaft;	(h)     the dissolution of the Company;
(i)      Die Fälle gemäss Art. 18 und 64 des Fusionsgesetzes; und	(i)      the cases listed in Art. 18 and 64 of the Swiss Merger Law (“Fusionsgesetz”); and

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(j)      Jede Änderung oder Anpassung der Artikel 8, 9, oder 16 dieser Statuten.	(j)      any alteration or amendment of the articles 8, 9 and 16 of these Articles of Association.
2Die Zustimmung der Generalversammlung mit mindestes zwei Dritteln der abgegebenen Stimmen ist erforderlich für die Abwahl eines Verwaltungsratsmitglieds.	2A resolution of the General Meeting of Shareholders passed by at least two thirds of the share votes cast is required for the removal of a Director.
3Für die Änderung dieses Artikels, bzw. der entsprechenden Abschnitte dieses Artikels gilt ein Beschlussquorum, das gleich hoch wie das in der jeweiligen Bestimmung vorgesehene Beschlussquorum ist.	3Any alteration of this article or any section thereof requires a quorum equal to the quorum stated in the respective provision.
Art. 19 Präsenzquorum	Art. 19 Presence Quorum
1Jeder Beschluss und jede Wahl der Generalversammlung setzt voraus, dass bei der Eröffnung der Generalversammlung mindestens 50 % der Aktien, welche im Aktienbuch mit Stimmrecht registriert sind, entweder persönlich oder per Vollmacht, von einer oder mehreren Personen vertreten sind. Anderslautende gesetzliche und statutarische Bestimmungen bleiben vorbehalten. 2Die Aktionäre können mit der Behandlung der Traktanden fortfahren, selbst wenn Aktionäre nach Bekanntgabe des Erreichens des Präsenzquorums durch den Vorsitzenden die Generalversammlung verlassen und damit weniger als das geforderte Präsenzquorum an der Generalversammlung verbleibt.	1At any General Meeting of the Shareholders, except as otherwise expressly required by law or by these Articles, one or more persons present in person and representing, at the time when the General Meeting of Shareholders proceeds to business, in person or by proxy in excess of 50% of the total shares registered in the share register as entitled to vote shall form a quorum for the transaction of any business. 2The shareholders present at a General Meeting of Shareholders may continue to transact business, despite the withdrawal of shareholders from such General Meeting of Shareholders following announcement of the presence quorum at the meeting.
Art. 20 Vollmacht/Vertretung	Art. 20 Proxy / Representation
Der Verwaltungsrat erlässt Verfahrensregeln für die Teilnahme und die Vertretung von Aktionären an der Generalversammlung.	The Board of Directors shall issue the procedural rules for participation and representation of shareholders at the General Meeting of Shareholders.

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B.     Verwaltungsrat	B.     Board of Directors
Art. 21 Wahl, Amtsdauer, Zusammensetzung	Art. 21 Election, Term of Office, Constitution
1Der Verwaltungsrat besteht aus wenigstens drei und höchstens zwanzig Mitgliedern.	1The Board of Directors shall consist of a minimum of three and a maximum of 20 members.
2Die Amtsdauer darf drei Jahre nicht übersteigen. Für die Auslegung dieses Artikel 21 wird ein Jahr als die Zeitperiode zwischen zwei einander folgenden ordentlichen Generalversammlungen der Gesellschaft definiert.	2The term of office shall not exceed three years. For purposes of this Article 21, a year shall mean the period between two consecutive Ordinary General Meetings of Shareholders.
3Der Verwaltungsrat bestimmt die erste Amtszeit jedes Verwaltungsratsmitgliedes so, dass jedes Jahr, soweit wie möglich, eine gleiche Anzahl Verwaltungsrats-mitglieder neu gewählt oder wiedergewählt werden und so, dass alle Mitglieder des Verwaltungsrates innert drei Jahren zur Wiederwahl stehen. An jeder weiteren ordentlichen Generalversammlung nach der ursprünglichen Wahl und Klassifizierung des Verwaltungsrats im Jahr 2009 werden diejenigen Verwaltungsräte, die neu als Nachfolger von Verwaltungsräten, deren Amtszeit abgelaufen ist, gewählt werden, eine Amtszeit von drei Jahren antreten. Tritt ein Verwaltungsrat vor der Beendigung seiner Amtszeit ab, soll der neu gewählte Verwaltungsrat die Amtszeit seines Vorgängers zu Ende führen.	3The Board of Directors shall determine the first term of office of each Director in such a way that each year, as nearly as possible, an equal number of Directors shall be newly elected or re-elected and in such manner that all Directors will have been subject to re-election after a period of three years. At each Ordinary General Meeting of Shareholders following the initial election and classification of the Board of Directors in 2009, Directors elected to succeed those Directors whose terms expire shall be elected for a term of office to expire three years after their election. Newly-appointed Directors shall complete the term of office of their predecessors.
4Der Verwaltungsrat konstituiert sich selber. Er wählt seinen Präsidenten und einen Sekretär, der weder Aktionär noch Mitglied des Verwaltungsrates zu sein braucht.	4The Board of Directors shall constitute itself. It appoints its Chairperson as well as a Secretary who does not need to be a shareholder or a Director.

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Art. 22 Delegation	Art. 22 Delegation
Der Verwaltungsrat hat die Oberleitung der Gesellschaft sowie die Aufsicht über die Geschäftsleitung. Er vertritt die Gesellschaft gegenüber Dritten und kann in allen Angelegenheiten Beschluss fassen, welche nicht gemäss Gesetz, Statuten oder Organisationsreglement einem anderen Organ der Gesellschaft zugewiesen oder vorbehalten sind.	The Board of Directors is entrusted with the ultimate direction of the Company as well as the supervision of the management. It represents the Company towards third parties and attends to all matters which are not delegated to or reserved for another corporate body of the Company by law, the Articles of Association or organizational regulations.
Art. 23 Duties	Art. 23 Duties
1Der Verwaltungsrat hat folgende unübertragbare und unentziehbare Befugnisse:	1The Board of Directors has the following non-transferable and irrevocable duties:
(a)     Die Oberleitung der Gesellschaft und die Erteilung der nötigen Weisungen;	(a)     to ultimately direct the Company and issue the necessary directives;
(b)     Die Festlegung der Organisation;	(b)     to determine the organization;
(c)     Die Ausgestaltung des Rechnungswesens, des internen Kontrollsystems (ICS), der Finanzkontrolle und der Finanzplanung sowie die Durchführung einer Risikoprüfung;	(c)     to organize the accounting, the Internal Control System (ICS), the financial control, and the financial planning as well as to perform a risk assessment;
(d)     Die Ernennung und Abberufung der mit der Geschäftsführung und der Vertretung betrauten Personen sowie die Erteilung und Entziehung von Zeichnungsberechtigungen;	(d)     to appoint and recall the persons entrusted with the management and representation of the Company and to grant and revoke signatory power;
(e)     Die Oberaufsicht über die Geschäftsführung, insbesondere im Hinblick auf die Befolgung der Gesetze, Statuten, Reglemente und Weisungen;	(e)     to ultimately supervise the persons entrusted with the management, in particular with respect to compliance with the law and with the Articles of Association, regulations  and directives;
(f)      Die Erstellung des Geschäftsberichts sowie die Vorbereitung der Generalversammlung und die Umsetzung deren Beschlüsse;	(f)      to prepare the business report, as well as the General Meeting of Shareholders and to implement the latter’s resolutions;
(g)     Die Benachrichtigung des Richters im Fall der Überschuldung;	(g)     to inform the judge in the event of over-indebtedness;

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(h)     Die Beschlussfassung über die nachträgliche Liberierung von nicht vollständig liberierten Aktien;	(h)     to pass resolutions regarding the subsequent payment of capital with respect to non-fully paid-in shares;
(i)      Die Beschlussfassung über die Feststellung von Kapitalerhöhungen und die entsprechenden Statutenänderungen;	(i)      to pass resolutions confirming increases in share capital and regarding the amendments to the Articles of Association entailed thereby;
(j)      Untersuchungen im Zusammenhang mit der Einhaltung der gesetzlichen Vorschriften über die Ernennung, die Wahl und die Befähigung der Revisionsstelle; und	(j)      to examine compliance with the legal requirements regarding the appointment, election and the professional qualifications of the auditors; and
(k)     Die Umsetzung von Verträgen gemäss Art. 12, 36 und 70 des Fusionsgesetzes.	(k)     to execute the agreements pursuant to Art. 12, 36 and 70 of the Swiss Merger Law.
2Der Verwaltungsrat kann überdies in allen Angelegenheiten Beschluss fassen, die nicht nach Gesetz oder Statuten der Generalversammlung vorbehalten sind.	2In addition, the Board of Directors may pass resolutions with respect to all matters that are not reserved to the General Meeting of Shareholders by law or under these Articles of Association.
3Der Verwaltungsrat kann die Vorbereitung und Umsetzung seiner Beschlüsse und die Überwachung gewisser Aufgaben an Ausschüsse oder an bestimmte Mitglieder übertragen. Er ist befugt, die Geschäftsführung der Gesellschaft ganz oder teilweise einem oder mehreren Mitgliedern des Verwaltungsrates oder Dritten zu übertragen. Zu diesem Zweck erlässt der Verwaltungsrat ein Organisationsreglement.	3The Board of Directors may entrust the preparation and the execution of its decisions or the supervision of certain tasks to committees or to particular Directors. It is empowered to transfer the management of the Company in whole or in part to one or several of its Directors or to third parties. For this purpose, the Board of Directors enacts organizational regulations.
Art. 24 Organisation	Art. 24 Organization
1Der Präsident des Verwaltungsrates beruft die Verwaltungsratssitzungen ein und leitet die Verhandlungen. Jeder Verwaltungsrat ist befugt mit schriftlichem Begehren an den Präsidenten die Einberufung einer Verwaltungsratssitzung zu verlangen. Die Organisation der Sitzungen, die Beschlussfähigkeit und die Beschlussfassung des Verwaltungsrates haben dem Organisationsreglement zu entsprechen.	1The Chairperson of the Board of Directors calls the meetings and presides over the debates. Each Director is entitled to request the calling of a meeting by giving written notice to the Chairperson. The organization of the meetings, the presence quorum and the passing of resolutions of the Board of Directors shall be in compliance with the organizational regulation.

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2Der Verwaltungsratspräsident kann im Rahmen seiner Befugnisse als Verwaltungsrat abstimmen, ihm kommt aber kein Stichentscheid zu.	2The Chairperson shall have a vote in his or her capacity as a Director, but shall have no casting vote.
3Über die Verhandlungen und Beschlüsse des Verwaltungsrates wird ein Protokoll geführt. Das Protokoll ist vom Verwaltungsratspräsidenten und vom Protokollführer zu unterzeichnen.	3Minutes shall be kept of the deliberations and resolutions of the Board of Directors. The Minutes shall be signed by the Chairperson and the Secretary of the Board of Directors.
Art. 25 Zeichnungsberechtigung	Art. 25 Signatory Rights
Die rechtsgültige Vertretung der Gesellschaft durch die Verwaltungsratsmitglieder und weitere Personen wird im Organisationsreglement geregelt und soll beim zuständigen Handelsregisteramt eingetragen werden.	The due and valid representation of the Company by Directors and other persons shall be set forth in organizational regulations and shall be duly registered with the competent commercial register.
Art. 26 Schadloshaltung und Versicherungs-leistungen	Art. 26 Indemnification and Insurance Coverage
1Soweit gesetzlich zulässig, hält die Gesellschaft aktuelle und ehemalige Mitglieder des Verwaltungsrates und der Geschäftsleitung sowie deren Erben, Konkurs- oder Nachlassmassen aus Gesellschaftsmitteln für Schäden, Verluste und Kosten aus drohenden, hängigen oder abgeschlossenen Klagen, Verfahren oder Untersuchungen zivil-, straf-, verwaltungsrechtlicher oder anderer Natur (beispielsweise und nicht ausschliesslich Verantwortlichkeiten gestützt auf Vertragsrecht, Haftpflichtrecht und anderes anwendbares ausländisches Recht und alle angemessenen Anwalts-, Prozess- und anderen Kosten und Auslagen) schadlos, welche ihnen oder ihren Erben, Konkurs- oder Nachlassmassen (i) aufgrund von tatsächlichen oder behaupteten Handlungen,	1The Company shall indemnify and hold harmless, to the fullest extent permitted by law, the existing and former Directors and officers of the Company, and their heirs, executors and administrators out of the assets of the Company from and against all damages, losses, liabilities and expenses in connection with threatened, pending or completed actions, proceedings or investigations, whether civil, criminal, administrative or other (including, but not limited to, liabilities under contract, tort and statute or any applicable foreign law or regulation and all reasonable legal and other costs and expenses properly payable) which they or any of them, their heirs, executors or administrators, shall or may incur or sustain by or by reason of (i) any act done or alleged to be done, concurred or alleged to be concurred in

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Zustimmungen oder Unterlassungen im Zusammenhang mit der Ausübung ihrer Pflichten oder behaupteten Pflichten oder (ii) aufgrund ihrer Position als Mitglied des Verwaltungsrates oder der Geschäftsleitung der Gesellschaft oder (iii) auf Aufforderung der Gesellschaft hin als Mitglied des Verwaltungsrates, der Geschäftsleitung oder als Arbeitnehmer oder Agent einer anderen Gesellschaft eines Trusts oder eines anderen Unternehmens tätig sind oder waren, entstehen oder entstehen können. Diese Pflicht zur Schadloshaltung besteht nicht, soweit in einem endgültigen und rechtskräftigen Entscheid eines zuständigen Gerichts, Schiedsgerichts oder einer zuständigen Verwaltungsbehörde entschieden worden ist, dass eine der genannten Personen ihre Pflichten als Mitglied des Verwaltungsrates oder der Geschäftsleitung absichtlich oder grobfahrlässig verletzt hat.	or omitted or alleged to be omitted in or about the execution of their duty, or alleged duty, or (ii) serving as Director or officer of the Company, or (iii) serving at the request of the Company as director, officer, or employee or agent of another corporation, partnership, trust or other enterprise. This indemnity shall not extend to any matter in which any of said persons is found, in a final judgment or decree of a court, arbitral tribunal or governmental or administrative authority of competent jurisdiction not subject to appeal, to have committed an intentional or grossly negligent breach of said person’s duties as Director or officer.
2Ohne den vorstehenden Absatz einzuschränken, soll die Gesellschaft aktuellen und ehemaligen Verwaltungsräten und Mitgliedern der Geschäftsleitung die Gerichts- und Anwaltskosten vorschiessen, die im Zusammenhang mit zivil-, straf- oder verwaltungsrechtlichen Verfahren oder im Zusammenhang mit Untersuchungen, wie in vorstehendem Absatz beschrieben, anfallen. Die Gesellschaft kann solche Kostenvorschüsse ablehnen oder zurückfordern, sofern ein zuständiges Gericht oder eine zuständige Verwaltungsbehörde rechtskräftig feststellt, dass der entsprechende Verwaltungsrat oder das entsprechende Mitglied der Geschäftsleitung eine vorsätzliche oder grob fahrlässige Verletzung ihrer gesetzlichen Pflichten als Mitglied des Verwaltungsrates oder der Geschäftsleitung begangen hat.	2Without limiting the foregoing, the Company shall advance to existing and former Directors and officers court costs and attorney fees in connection with civil, criminal, administrative or investigative proceedings as described in the preceding paragraph. The Company may reject and/or recover such advanced costs if a court or governmental or administrative authority of competent jurisdiction not subject to appeal holds that the Director or officer in question has committed an intentional or grossly negligent breach of his statutory duties as a Director or officer.
3Die Gesellschaft kann Haftpflicht-versicherungen für ihre Verwaltungsräte und Mitglieder der Geschäftsleitung abschliessen. Die Versicherungsprämien werden der Gesellschaft oder ihren Tochtergesellschaften in Rechnung gestellt und durch diese bezahlt.	3The Company may procure directors’ and officers’ liability insurance for the Directors and officers of the Company. The insurance premiums shall be charged to and paid by the Company or its subsidiaries.

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C.     Revisionsstelle	C.     Auditors
Art. 27 Revisionspflicht, Wahl und Ernennung der Revisionsstelle	Art. 27 Duty of Audit, Election and Appointment of Auditors
1Die Generalversammlung wählt die Revisionsstelle gemäss den Bestimmungen dieses Artikels. Die Revisionsstelle ist im Handelsregister einzutragen.	1The General Meeting of Shareholders shall elect the auditors according to the terms of this article. The auditors are to be registered in the commercial register.
2Die Revisionsstelle führt eine ordentliche Revision der Jahresrechnung der Gesellschaft durch.	2The auditors shall perform a regular audit of the Company’s annual financial statements.
3Der Verwaltungsrat überwacht die Einhaltung der entsprechenden Vorschriften und schlägt der Generalversammlung eine Revisionsstelle zur Wahl vor, welche die gesetzlichen Voraussetzungen erfüllt, insbesondere betreffend der Befähigung und der Unabhängigkeit gemäss den Bestimmungen des OR (Art. 727 ff.) und des Revisionsaufsichtsgesetzes.	3The Board of Directors shall monitor compliance with these requirements and nominate for election by the General Meeting of Shareholders such auditors which meet the respective requirements, in particular, regarding qualification and independence pursuant to the provisions of the CO (Art. 727 et seq.) and the applicable law on supervision of auditors.
4Die Amtsdauer der Revisionsstelle beträgt ein Jahr. Sie endet mit der Genehmigung der Jahresrechnung. Wiederwahl und Abberufung sind jederzeit möglich.	4The auditors’ term of office shall be one year. It shall end with the approval of the last annual financial accounts. Reelection and revocation are possible at any time.
5Die Generalversammlung kann eine zusätzliche, spezielle Revisionsstelle für eine Amtsdauer von drei Jahren wählen, welche Prüfungsbestätigungen, wie beispielsweise im Rahmen von Kapitalerhöhungen, abgibt.	5The General Meeting of Shareholders may appoint special auditors for a term of three years, to provide attestations such as attestations required for capital increases.
Art. 28 Rechte und Pflichten	Art. 28 Duties and Rights
1Der Revisionsstelle obliegen die Pflichten gemäss Art. 728 ff. OR.	1The auditors rights and obligations are those foreseen in Art. 728 et seq. CO.

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2Die Revisionsstelle muss an der Generalversammlung, die über die Genehmigung der Jahresrechnung und, falls erforderlich, der Konzernrechnung sowie über die Verwendung des Bilanzgewinns Beschluss fasst, anwesend sein.	2The auditors must attend the General Meeting of Shareholders which approves the annual financial accounts as well as, if applicable, the consolidated financial statements and which resolves upon the distribution of the profits.
IV.    Buchführung, Geschäftsjahr, Dividenden, Mitteilungen, Liquidation	IV.    Accounting Principles, Business Year, Dividends, Information, Liquidation
Art. 29 Business Year and Accounting Principles	Art. 29 Business Year and Accounting Principles
1Der Verwaltungsrat legt das Geschäftsjahr fest.	1The business year is to be determined by the Board of Directors.
2Die Jahresrechnung, bestehend aus Erfolgsrechnung, Bilanz und Anhängen, wird in Übereinstimmung mit den Bestimmungen des OR, insbesondere Art. 662a ff. und 958 ff. OR, und den allgemein anerkannten kaufmännischen Grundsätzen und den gebräuchlichen Regeln der Branche erstellt.	2The annual accounts, consisting of the profit and loss statement, the balance sheet and the annex, shall be drawn up in accordance with the provisions of the Swiss Code of Obligations, in particular Art. 662a et seq. and 958 et seq. CO, and in accordance with generally accepted commercial principles and customary rules in that business area.
Art. 30 Verwendung des Gewinns	Art. 30 Distribution of Profits
1Über den Bilanzgewinn verfügt die Generalversammlung im Rahmen der anwendbaren gesetzlichen Vorschriften, insbesondere Art. 671 ff. OR, nach eigenem Ermessen.	1Subject to the legal provisions regarding the distribution of profits, in particular Art. 671 et seq. CO, the profits as shown on the balance sheet may be allocated by the General Meeting of Shareholders at its discretion.
2Die Dividende darf erst nach Abzug der Mittel für die gesetzliche Reserve bestimmt werden. Dividenden, welche nicht innerhalb von fünf Jahren nach ihrem Auszahlungsdatum bezogen werden (oder in der Vergangenheit nicht bezogen wurden) fallen an die Gesellschaft.	2The dividend may only be determined after the transfers foreseen by law to the compulsory reserve funds have been deducted. All dividends unclaimed (and which have been unclaimed in the past) within a period of five years after their due date shall be forfeited to the Company.

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Art. 31 Auflösung und Liquidation	Art. 31 Dissolution and Liquidation
1Die Generalversammlung kann jederzeit die Auflösung und Liquidation der Gesellschaft nach Massgabe der gesetzlichen und statutarischen Vorschriften beschliessen.	1The General Meeting of Shareholders may at any time resolve the dissolution and liquidation of the Company in accordance with the provisions of the law and of the Articles of Association.
2Die Liquidation wird durch den Verwaltungsrat durchgeführt, sofern sie nicht durch die Generalversammlung anderen Personen übertragen wird.	2The liquidation shall be carried out by the Board of Directors to the extent that the General Meeting of Shareholders has not entrusted the same to other persons.
3Die Liquidation der Gesellschaft erfolgt nach Massgabe von Art. 742 ff. OR. Die Liquidatoren sind befugt, über die Aktiven der Gesellschaft (inkl. Grundeigentum) mittels privatrechtlichen Verträgen zu verfügen.	3The liquidation of the Company shall take place in accordance with Art. 742 et seq. CO. The liquidators are authorized to dispose of the assets (including real estate) by way of private contract.
4Nach Tilgung aller Schulden wird das Nettovermögen der Gesellschaft im Verhältnis der einbezahlten Beträge unter den Aktionären verteilt.	4After all debts have been satisfied, the net proceeds shall be distributed among the shareholders in proportion to the amounts paid-in.
Art. 32 Mitteilungen	Art. 32 Information
1Das Publikationsorgan der Gesellschaft ist das SHAB.	1The publication instrument of the Company is the SHAB.
2Einladungen an die Aktionäre und Mitteilungen der Gesellschaft werden im SHAB veröffentlicht.	2Shareholder invitations and communications of the Company shall be published in the SHAB.
3Schriftliche Bekanntmachungen der Gesellschaft an die Aktionäre werden auf dem ordentlichen Postweg an die letzte im Aktienbuch verzeichnete Adresse des Aktionärs oder des bevollmächtigten Empfängers gesendet. Finanzinstitute, welche Aktien für wirtschaftlich Berechtigte halten und als solche im Aktienbuch eingetragen sind, gelten als bevollmächtigte Empfänger.	3Written communications by the Company to its shareholders shall be sent by ordinary mail to the last address of the shareholders or authorized recipient recorded in the share register. Financial institutions holding shares for Beneficial Owners and recorded in such capacity in the share register shall be deemed to be authorized recipients.

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Art. 33 Definitionen	Art. 33 Definitions
•       “Wirtschaftlich berechtigt” im Bezug zu einer Person wird definiert als die Gesellschaftsaktien, von welchen diese Person direkt oder indirekt wirtschaftlicher Eigentümer ist;	•       “Beneficially Own” with respect to any Person shall mean shares of the Company of which such Person is, directly or indirectly, the Beneficial Owner;
•       “Wirtschaftlicher Eigentümer” im Bezug zu den Aktien der Gesellschaft wird definiert als jede Person, welche an den Aktien wirtschaftlich berechtigt ist, wie dies unter den Bestimmungen der Sektion 13(d) des Exchange Act sowie den dazugehörigen Reglementen definiert ist;	•       “Beneficial Owner” with respect to shares of the Company shall mean any Person who “beneficially owns” such shares within the meaning of Section 13(d) of the Exchange Act and the rules and regulations thereunder;
•       “Clearing Nominee” wird definiert als ein Nominee der Clearing Stelle der Aktien der Gesellschaft (wie Cede & Co., dem Nominee der Depository Trust Company, einer Clearing- und Depositenstelle in den Vereinigten Staaten von Amerika) und die Depository Trust Company;	•       “Clearing Nominee” means nominees of clearing organizations for the shares of the Company (such as Cede & Co., the Nominee of the Depository Trust Company, a United States securities depositary and clearing agency) and the Depository Trust Company;
•       “OR” wird definiert als Schweizerisches Obligationenrecht (Systematische Sammlung des Schweizer Recht, Nr. 220);	•       “CO” means the Swiss Code of Obligation (Systematic collection of Swiss law, Nr. 220);
•       “Gesellschaft” wird definiert als Foster Wheeler AG, welche im Handelsregister des Kantons Zug eingetragen ist;	•       “Company” means Foster Wheeler AG, duly registered with the commercial register of the canton of Zug;
•       “Kontrollierte Aktien/kontrolliertes Aktienkapital” einer Person wird definiert als diejenigen als stimmberechtigt im Aktienbuch eingetragenen Aktien der Gesellschaft, deren Stimmrechte von einer Person kontrolliert werden, und zwar entweder: (i) direkt; (ii) in Bezug auf US-Personen, unter Anwendung der Zurechnungs-kriterien der “constructive ownership rules”, gemäss den Sektionen 958(a) und 958 (b) des “Internal Revenue Code” der Vereinigten Staaten von Amerika von 1986 (inklusive sämtlicher Anpassungen) oder (iii) direkt oder indirekt als wirtschaftlicher Eigentümer;	•       “Controlled Shares” of any Person means all shares of the Company registered in the share register with voting rights owned by such Person, whether: (i) directly; (ii) with respect to Persons who are U.S. Persons, by application of the attribution and constructive ownership rules of Sections 958(a) and 958(b) of the United States Internal Revenue Code of 1986, as amended; or, (iii) directly or indirectly as Beneficial Owner;

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•       “Verwaltungsrat” wird definiert als Verwaltungsrat der Gesellschaft;	•       “Director” means a member of the board of directors of the Company;
•       “Exchange Act” wird definiert als das Gesetz des Kongresses der Vereinigten Staaten von Amerika, bekannt als “Securities Exchange Act” von 1934, inklusive sämtlicher Anpassungen seit dem Erlass des Gesetzes.	•       “Exchange Act” means the Act of United States Congress known as the Securities Exchange Act of 1934, as the same has been or hereafter may be amended from time to time;
•       “Nominee” wird definiert als eine Person, welche die Aktien direkt oder indirekt für die wirtschaftlich berechtigte Person hält;	•       “Nominee” means a Person holding the shares in its own name directly or indirectly on behalf of the Beneficial Owner;
•       “Teilnehmer” wird definiert als jeder Teilnehmer einer Clearing-Stelle für welche ein Clearing Nominee handelt;	•       “Participant” means any participant of a clearing organization for which a Clearing Nominee is acting;
•       “Person” wird definiert als jede natürliche Person, Kapitalgesellschaft, Trust, rechts- oder nicht-rechtsfähige Personengruppe oder jeder andere privat- oder öffentlichrechtliche Rechtsträger inklusive der Regierung eines Landes, bzw. eine einer Regierung untergeordnete Regierungsorganisation oder ein politischer Gliedstaat;	•       “Person” means any individual, general or limited partnership, corporation, association, trust, estate, company (including a limited liability company) or any other entity or organization including a government, a political subdivision or agency or instrumentality thereof;
•       “SEC” wird definiert als die “Securities and Exchange Commission” der Vereinigten Staaten von Amerika, die gemäss den Bestimmungen des Exchange Act geschaffen wurde;	•       “SEC” means the Securities and Exchange Commission of the United States of America as established under the Exchange Act;
•       “SHAB” wird definiert als das Schweizerische Handelsamtsblatt	•       “SHAB” means the Swiss Official Journal of Commerce.
•       “Tochtergesellschaft” wird definiert als jede andere Gesellschaft, die per Mehrheit der stimmberechtigten Aktien direkt oder indirekt von der Gesellschaft beherrscht wird;	•       “Subsidiary” means any other corporation of which a majority of the voting shares are owned, directly or indirectly, by the Company;

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•       “Transfer Agent” wird definiert als ein Trust, eine Gesellschaft, eine Bank oder eine ähnliche Rechtskörperschaft, welche die Bucheinträge von nicht-zertifizierten Aktien verwaltet;	•       “Transfer Agent” means a trust, company, bank or similar entity handling the book entries of non-certificated shares;
•       “US-Person” wird definiert als (i) eine natürliche Person, welche ihren Wohnsitz in den Vereinigten Staaten von Amerika hat oder Staatsbürger dieses Landes ist, (ii) eine juristische Person oder jede Rechtseinheit, die unter den Bestimmungen der Bundeseinkommenssteuergesetzgebung der Vereinigten Staaten von Amerika als juristische Person angesehen wird und welche unter dem Recht der Vereinigten Staaten von Amerika oder dem Recht eines Bundesstaats (der District of Columbia eingeschlossen) organisiert ist, (iii) eine Vermögenseinheit, welche der Bundeseinkommenssteuer der Vereinigten Staaten von Amerika, und zwar unabhängig von der Einkommensquelle, untersteht und (iv) ein Trust, wenn ein Gericht der Vereinigten Staaten von Amerika die vorrangige Aufsicht über die Trustverwaltung führt sowie einer oder mehrere US Personen ermächtigt sind, sämtliche substantiellen Entscheide des Trusts zu kontrollieren.	•       “U.S. Person” means (i) an individual who is a citizen or resident of the United States, (ii) a corporation or partnership (or other entity treated as a corporation or partnership for United States federal income tax purposes) organized under the laws of the United States or any state thereof including the District of Columbia, (iii) an estate that is subject to United States federal income tax on its income regardless of its source, and (iv) a trust if a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust.
Art. 34 Sacheinlage	Art. 34 Contribution in Kind
Im Zug der Kapitalerhöhung vom 9. Februar 2009 übernimmt die Gesellschaft 1’000 voll liberierte Aktien der Foster Wheeler Ltd., Hamilton, Bermuda, handelnd als Nominee für ihre Aktionäre (d.h. in eigenem Namen aber auf Rechnung ihrer Aktionäre) mit einem Nennwert von USD 0.01 je Aktie und einem Wert von CHF 4’359’298.80 je Aktie gemäss Sacheinlagevertrag vom 9. Februar 2009. Im Gegenzug gibt die Gesellschaft 126’382’580 Namenaktien mit einem Nennwert von CHF 3.— je Aktie aus und weist sie Foster Wheeler Ltd., Hamilton, Bermuda, zu, wobei Foster Wheeler Ltd., Hamilton, Bermuda, als Nominee für ihre Aktionäre handelt.	In connection with the capital increase dated 9 February 2009, the Company acquires from Foster Wheeler Ltd., Hamilton, Bermuda, acting as a nominee for its shareholders (i.e. in its own name but for the account for its shareholders), 1’000 fully paid up shares, with a nominal value of USD 0.01 each, in Foster Wheeler Ltd. which are valued at CHF 4’359’298.80 each pursuant to the contribution in kind agreement dated 9 February 2009. In return, the Company will issue 126’382’580 registered shares in the Company with a par value of CHF 3.— each and allocate them to Foster Wheeler Ltd., Hamilton, Bermuda, acting as a nominee for the shareholders of Foster Wheeler Ltd., Hamilton, Bermuda.

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Art. 35 Übersetzung	Art. 35 Translation
Diese Statuten existieren in deutscher und englischer Fassung. Die deutsche Fassung geht vor.	A German and an English version exist of these Articles of Association. The German version shall prevail.
Baar, den 2. Mai 2013	Baar, 2 May 2013

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EX-10.1

Exhibit 10.1

FOURTH AMENDMENT

TO THE

CONTRACT OF EMPLOYMENT

BETWEEN FOSTER WHEELER ENERGY LIMITED

AND

MICHELLE K. DAVIES

WHEREAS, FOSTER WHEELER ENERGY LIMITED (the “Company”) entered into a Contract of Employment with MICHELLE K. DAVIES (the “Executive”) dated 8th August 2008 (the “Contract”), a First Amendment thereto effective as of January 1, 2010, a Second Amendment thereto effective as of November 1, 2011, and a Third Amendment thereto effective as of March 1, 2013 (the Contract, as amended by the First, Second and Third Amendments, the “Agreement”); and

WHEREAS, in connection with internal restructurings and the adoption of the Foster Wheeler AG Senior Executive Severance Plan, the parties wish to amend the Agreement as set forth below.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in further consideration of the following mutual promises, covenants and undertakings, the parties agree that the Agreement is amended effective as of May 7, 2013 (the “Fourth Amendment Effective Date”) as follows:

1. The definition of “For Cause by the Company” in Section 1.1.1(ii) of the Agreement, which was inserted by the Second Amendment, is hereby amended in its entirety to read as follows:

“(ii) For Cause By the Company: notice of termination for Cause. As used herein, “Cause” means:

(A) conviction of a criminal offence (other than road traffic offenses that do not involve homicide) for which a custodial sentence may be imposed;

(B) actual or attempted theft or embezzlement of Company or any of the Company’s affiliates’ assets;

(C) use of illegal drugs;

(D) material breach of the Agreement that the Executive has not cured within thirty (30) days after the Company has provided the Executive notice of the material breach which shall be given within sixty (60) days of the Company’s knowledge of the occurrence of the material breach;

(E) commission of an act of moral turpitude that in the judgment of the Board can reasonably be expected to have an adverse effect on the business, reputation or financial situation of the Company and/or any of the Company’s affiliates and/or the ability of the Executive to perform the Executive’s duties;

(F) gross negligence or willful misconduct in performance of the Executive’s duties;

(G) breach of fiduciary duty to the Company or Company’s affiliates;

(H) willful refusal to perform the duties of Executive’s titled position; or

(I) a material violation of the Foster Wheeler Code of Business Conduct and Ethics.”

2. The definition of “Change of Control” in Section 1.3.1(ii) of the Agreement, which was inserted by the Second Amendment, is hereby amended in its entirety to read as follows:

“(ii) Change of Control. For the purpose of this Agreement, a “Change of Control” shall mean:

(A) The acquisition by any individual, entity, or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of Beneficial Ownership of voting securities of the Parent where such acquisition causes such Person to own twenty percent (20%) or more of the combined voting power of the then outstanding voting securities of the Parent entitled to vote generally in the election of directors (the “Outstanding Parent Voting Securities”), provided, however, that for purposes of this subparagraph (A), the following acquisitions shall not be deemed to result in a Change of Control: (I) any acquisition directly from the Parent or any corporation or other legal entity controlled, directly or indirectly, by the Parent, (II) any acquisition by the Parent or any corporation or other legal entity controlled, directly or indirectly, by the Parent, (III) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Parent or any corporation or other legal entity controlled, directly or indirectly, by the Parent, or (IV) any acquisition by any corporation pursuant to a transaction that complies with clauses (I), (II), and (III) of subparagraph (C) below; and provided, further, that if any Person’s Beneficial Ownership of the Outstanding Parent Voting Securities reaches or exceeds twenty percent (20%) as a result of a transaction described in clause (I) or (II) above, and such Person subsequently acquires Beneficial Ownership of additional voting securities of the Parent, such subsequent acquisition shall be treated as an acquisition that causes such Person to own twenty percent (20%) or more of the Outstanding Parent Voting Securities;

(B) Individuals who, as of the date hereof, constitute the Board (such individuals, the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Parent’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board;

(C) The consummation of a reorganization, merger, amalgamation or consolidation or sale or other disposition of all or substantially all of the assets of the Parent (“Business Combination”) or, if consummation of such Business Combination is subject to the consent of any government or governmental agency, the later of the obtaining of such consent (either explicitly or implicitly by consummation) or the consummation of such Business Combination; excluding, however, such a Business Combination pursuant to which (I) all or substantially all of the individuals and entities who were the Beneficial Owners of the Outstanding Parent Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of, respectively, the then outstanding shares of common stock and the combined voting power of the then

2

outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation that as a result of such transaction owns the Parent or all or substantially all of the Parent’s assets either directly or through one (1) or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Parent Voting Securities, (II) no Person (excluding any (x) corporation owned, directly or indirectly, by the Beneficial Owner of the Outstanding Parent Voting Securities as described in clause (I) immediately preceding, or (y) employee benefit plan (or related trust) of the Parent or such corporation resulting from such Business Combination, or any of their respective subsidiaries) Beneficially Owns, directly or indirectly, twenty percent (20%) or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination, and (III) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

(D) Approval by the shareholders of the Parent of a complete liquidation or dissolution of the Parent.

(E) The following terms shall have the meaning set forth in this Section 1.3.1(ii): “Beneficial Owner” or “Beneficial Ownership” shall have the meaning ascribed to such term in Rule 13d-3 of the General Rules and Regulations under the Exchange Act. “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor act thereto.”

3. Section 1.3.2 of the Agreement, which was inserted by the Second Amendment, is hereby amended in its entirety to read as follows:

“1.3.2 Obligations of the Company upon Executive’s Voluntary Termination with Good Reason or the Company’s Termination of Executive Without Cause (Other Than for Death or Disability) During the Change of Control Period. If, during the Change of Control Period, the Company terminates the Executive’s employment without Cause (other than for death or Disability) or the Executive terminates the Executive’s employment for Good Reason, then, in addition to the Accrued Obligations, the Company shall pay or provide to the Executive the following:

(i) Base Salary at the rate in effect on the Termination Date (but disregarding any decrease in Base Salary that constituted the basis for the Executive’s Voluntary Termination with Good Reason during the Change of Control Period) for a period of two (2) years (the “Change of Control Severance Period”), payable in a lump sum in cash on the sixtieth (60^th) day after the Termination Date;

(ii) an amount equal to the product of (1) one hundred percent (100%) of the Executive’s annual cash incentive bonus payment at target (but disregarding any decrease in target that constituted the basis for the Executive’s Voluntary Termination with Good Reason during the Change of Control Period) and (2) a fraction, the numerator of which is the number of days in the current fiscal year through and including the Termination Date, and the denominator of which is the number of days in such year, paid in a lump sum in cash on the

3

sixtieth (60^th) day after the Termination Date, provided, however, that if the terms of the Bonus Program in effect for the fiscal year that includes the Termination Date provide for a payment to the Executive of a portion of her Annual Bonus for such year upon the termination of employment, the amount described in this subparagraph (ii) shall be due only to the extent it exceeds the payment made under the Bonus Program, with an appropriate adjustment being made to whichever of the payments is made later;

(iii) one (1) payment in an amount equal to two hundred percent (200%) of the Executive’s annual cash incentive bonus payment at target for the year that includes the Termination Date (but disregarding any decrease in target that constituted the basis for the Executive’s Voluntary Termination with Good Reason during the Change of Control Period), payable in a lump sum in cash on the sixtieth (60^th) day after the Termination Date;

(iv) continued benefits under the Company’s medical benefits plan or programme during the Change of Control Severance Period at active employee levels and at active employee cost, if and to the extent the Executive was participating in any such plan on the Termination Date, or, at the Company’s discretion, payment to the Executive of an amount equivalent to the cost of the Executive acquiring a private or individual policy providing substantially similar benefits less the amount the Executive would have paid for medical benefits if she had remained an active employee;

(v) full and immediate vesting of all stock options, restricted stock units, restricted stock, and other similar equity awards; and

(vi) senior executive level career transition assistance services paid directly by the Company to a firm selected by the Executive in consultation with the Company and approved by the Company for a period not to exceed the end of the second (2^nd) year after the year that includes the Termination Date, and in an amount not to exceed fifteen thousand United States dollars (US$15,000) in the aggregate (which maximum amount will be converted to British pounds using the exchange rate on the Termination Date); provided that no cash payment will be paid in lieu if the Executive chooses not to make use of career transition assistance.

Notwithstanding any other provision of this Agreement, the pay and benefits that are due to the Executive pursuant to this Section 1.3.2 are subject to and in consideration of the Executive entering into a legally binding Compromise Agreement in a form and within the time that the Company normally requires, it being understood and agreed that the Compromise Agreement may, at the Company’s discretion and among other things, repeat the provisions of Articles 2 (Restrictions), 3 (Confidentiality and Intellectual Property), and 4 (Enforceability) hereof. For the avoidance of doubt, the payments and benefits set forth in this Section 1.3.2 are in lieu of, not in addition to, the amounts set forth in Section 1.2.2.”

4. Pursuant to the Contract’s Job Title and Duties clause, as amended by the Second Amendment, as of the Fourth Amendment Effective Date the Company hereby transfers Executive’s employment to Foster Wheeler Management Limited (“FWMLTD”), an affiliate of the Company, and such transfer shall not be deemed a termination of employment under the Agreement. For the avoidance of doubt, the Executive’s period of continuous employment under the Agreement started on 1 October 2008 (“the Executive’s period of continuous employment”) and will continue notwithstanding this transfer to FWMLTD. Further, effective with such transfer, all of the Company’s obligations hereunder shall be assumed by and be binding upon, and all of the Company’s rights hereunder shall be assigned to, FWMLTD and the defined term “Company” as used herein and in the Agreement shall hereafter be deemed amended to mean FWMLTD.

4

Nothing contained herein shall be construed to preclude the transfer of Executive’s employment to another affiliate of the Company (“Subsequent Employer”) at any time during the Term and no such transfer shall be deemed to be a termination of employment under the Agreement and the Executive’s period of continuous employment will continue notwithstanding any such transfer; provided, that, effective with any such transfer, all of the Company’s and/or FWMLTD’s obligations hereunder shall be assumed by and be binding upon, and all of the Company’s and/or FWMLTD’s rights hereunder shall be assigned to, such Subsequent Employer and the defined terms “Company” and “FWMLTD” as used herein and in the Agreement shall thereafter be deemed amended to mean such Subsequent Employer. Notwithstanding the foregoing, FWMLTD shall remain guarantor on all financial obligations under the Agreement following any transfer to a Subsequent Employer. Except as otherwise provided above, all of the terms and conditions of the Agreement, including without limitation, Executive’s rights and obligations, shall remain in full force and effect following such transfer(s) of employment.

5. Terms that are not specifically defined in this Fourth Amendment shall have the definition provided in the Agreement.

6. Other than as expressly set forth in this Fourth Amendment, the Agreement remains unchanged.

7. This Fourth Amendment may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

[Signature Page Follows]

5

IN WITNESS WHEREOF, the parties hereto have executed this Fourth Amendment to the Agreement effective as of the Fourth Amendment Effective Date.

FOSTER WHEELER ENERGY LIMITED
By:	/s/ Franco Baseotto
Name:	Franco Baseotto
Title:	Director
Dated:	7 May 2013
FOSTER WHEELER MANAGEMENT LIMITED
By:	/s/ Rakesh K. Jindal
Name:	Rakesh K. Jindal
Title:	Director
Dated:	7/5/13

/s/ Michelle K. Davies
Michelle K. Davies
Dated:	7 May 2013

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EX-23.1

EXHIBIT 23.1

CONSENT OF ANALYSIS, RESEARCH & PLANNING CORPORATION

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (File Nos. 33-34694, 333-25945, 333-134592, 333-188443) of Foster Wheeler AG (the “Company”) of (i) the references to us in the form and context in which they appear in the Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2013, and (ii) the use of or reliance on the information contained in our report to the Company to assist the Company in setting forth an estimate of the Company’s total liability for asbestos-related indemnity and defense costs in such registration statements.

By:	/S/ THOMAS VASQUEZ
Name:	Thomas Vasquez
Title:	Vice President
Analysis, Research & Planning Corporation
August 2, 2013

EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, J. Kent Masters, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Foster Wheeler AG;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 8, 2013	/S/ J. KENT MASTERS
	J. KENT MASTERS
	CHIEF EXECUTIVE OFFICER

EX-31.2

EXHIBIT 31.2

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Franco Baseotto, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Foster Wheeler AG;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 8, 2013	/S/ FRANCO BASEOTTO
	FRANCO BASEOTTO
	EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND TREASURER

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Foster Wheeler AG (the “Company”) on Form 10-Q for the period ended June 30, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, J. Kent Masters, Chief Executive Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of the operations of the Company.

Date: August 8, 2013	/S/ J. KENT MASTERS
	J. KENT MASTERS
	CHIEF EXECUTIVE OFFICER

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Foster Wheeler AG (the “Company”) on Form 10-Q for the period ended June 30, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Franco Baseotto, Executive Vice President, Chief Financial Officer and Treasurer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of the operations of the Company.

Date: August 8, 2013	/S/ FRANCO BASEOTTO
	FRANCO BASEOTTO
	EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND TREASURER

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Income Taxes

6 Months Ended

Jun. 30, 2013

Income Taxes [Abstract]

Income Taxes

10. Income Taxes

Although we are a Swiss corporation, our shares are listed on a U.S. exchange; therefore, we reconcile our effective tax rate to the U.S. federal statutory rate of 35% to facilitate meaningful comparison with peer companies in the U.S. capital markets. Our effective tax rate can fluctuate significantly from period to period and may differ considerably from the U.S. federal statutory rate as a result of (i) income taxed in various non-U.S. jurisdictions with rates different from the U.S. statutory rate, (ii) our inability to recognize a tax benefit for losses generated by certain unprofitable operations and (iii) 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 pre-tax 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 pre-tax losses, the corresponding increase in the valuation allowance has an unfavorable impact on our effective tax rate.

Effective Tax Rate for 2013

Our effective tax rate for the first six months of 2013 was lower than the U.S. statutory rate of 35% due principally to the net impact of the following:

• Income earned in non-U.S. jurisdictions which contributed to an approximate 16-percentage point reduction in our effective tax rate, primarily because of tax rates lower than the U.S. statutory rate, as well as additional impacts from equity income of joint ventures, tax incentives and credits, and other items;
• Discrete items during the second quarter of 2013, primarily relating to the reversal of a previously accrued liability for branch taxes no longer required to be paid as a result of an exemption received from a non-U.S. tax authority, which provided a six-percentage point reduction to the effective tax rate for the year to date period; and
• A valuation allowance increase because we are unable to recognize a tax benefit for year-to-date losses subject to a valuation allowance in certain jurisdictions (primarily in the U.S.), which contributed to an approximate four-percentage point increase in our effective tax rate.

Effective Tax Rate for 2012

Our effective tax rate for the first six months of 2012 was lower than the U.S. statutory rate of 35% due principally to the net impact of the following:

• Income earned in non-U.S. jurisdictions which contributed to an approximate 16-percentage point reduction in our effective tax rate, primarily because of tax rates lower than the U.S. statutory rate, as well as additional impacts from equity income of joint ventures, tax incentives and credits, and other items; and
• A valuation allowance increase because we were unable to recognize a tax benefit for year-to-date losses subject to a valuation allowance in certain jurisdictions (primarily in the U.S.), which contributed to an approximate four-percentage point increase in our effective tax rate.

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.

The majority of the U.S. federal tax benefits, against which valuation allowances have been established, do not expire until 2026 and beyond, based on current tax laws.

Our subsidiaries file income tax returns in many tax jurisdictions, including the U.S., 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 2008.

A number of tax years are under audit by the relevant tax authorities in various jurisdictions. We anticipate that several of these audits may be concluded in the foreseeable future, including during the remainder of 2013. 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.

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Derivative Financial Instruments (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Asset Derivatives	$ 3,535	$ 7,397
Liability Derivatives	14,545	15,414
Designated as Hedging Instrument [Member] | Other Assets [Member] | Interest Rate Contract [Member]
Asset Derivatives	0	0
Designated as Hedging Instrument [Member] | Other Long-Term Liabilities [Member] | Interest Rate Contract [Member]
Liability Derivatives	8,349	10,490
Not Designated as Hedging Instrument [Member] | Contracts In Process Or Billings In Excess Of Costs And Estimated Earnings On Uncompleted Contracts [Member] | Foreign Exchange Contract [Member]
Asset Derivatives	2,973	6,040
Liability Derivatives	5,367	4,895
Not Designated as Hedging Instrument [Member] | Other accounts receivable [Member] | Foreign Exchange Contract [Member]
Asset Derivatives	562	1,357
Not Designated as Hedging Instrument [Member] | Other accounts payable [Member] | Foreign Exchange Contract [Member]
Liability Derivatives	$ 829	$ 29

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CONSOLIDATED BALANCE SHEET (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Current Assets:
Cash and cash equivalents	$ 414,738	$ 582,322
Accounts and notes receivable, net:
Trade	645,229	609,213
Other	79,883	86,981
Contracts in process	200,297	228,979
Prepaid, deferred and refundable income taxes	55,438	57,404
Other current assets	44,341	47,138
Current assets held for sale	1,758	1,505
Total current assets	1,441,684	1,613,542
Land, buildings and equipment, net	280,182	285,402
Restricted cash	49,417	62,189
Notes and accounts receivable - long-term	13,912	14,119
Investments in and advances to unconsolidated affiliates	170,641	205,476
Goodwill	154,688	133,518
Other intangible assets, net	122,078	105,100
Asbestos related insurance recovery receivable	127,362	132,438
Long-term assets held for sale	45,219	49,579
Other assets	112,445	90,509
Deferred tax assets	46,535	42,052
TOTAL ASSETS	2,564,163	2,733,924
Current Liabilities:
Current installments on long-term debt	13,262	13,672
Accounts payable	315,447	298,411
Accrued expenses	221,146	231,602
Billings in excess of costs and estimated earnings on uncompleted contracts	518,192	564,356
Income taxes payable	36,614	64,992
Current liabilities held for sale	1,783	3,154
Total current liabilities	1,106,444	1,176,187
Long-term debt	115,692	124,034
Deferred tax liabilities	44,618	40,889
Pension, postretirement and other employee benefits	171,387	177,345
Asbestos-related liability	242,874	259,350
Other long-term liabilities	189,510	190,132
Commitments and contingencies	0	0
TOTAL LIABILITIES	1,870,525	1,967,937
Temporary Equity:
Non-vested share-based compensation awards subject to redemption	10,663	8,594
TOTAL TEMPORARY EQUITY	10,663	8,594
Equity:
Registered shares: CHF 3.00 par value; authorized: 171,302,779 shares and 171,018,974 shares, respectively; conditionally authorized: 59,085,918 shares and 59,369,723 shares, respectively; issued: 108,984,823 shares and 108,701,018 shares, respectively; outstanding: 98,133,694 shares and 104,441,589 shares, respectively.	270,529	269,633
Paid-in capital	275,262	266,943
Retained earnings	919,718	835,993
Accumulated other comprehensive loss	(577,456)	(567,603)
Treasury shares (outstanding: 10,851,129 shares and 4,259,429 shares, respectively)	(241,107)	(90,976)
TOTAL FOSTER WHEELER AG SHAREHOLDERS' EQUITY	646,946	713,990
Noncontrolling interests	36,029	43,403
TOTAL EQUITY	682,975	757,393
TOTAL LIABILITIES, TEMPORARY EQUITY AND EQUITY	$ 2,564,163	$ 2,733,924

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Investments

6 Months Ended

Jun. 30, 2013

Investments

Investments

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,which are all located in Italy, and in a refinery/electric power generation project,which is located in Chile. We also own a 50%noncontrolling interest in a project 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 41.65% 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 participation rights held by the minority shareholder. In determining that we are not the primary beneficiary, we considered the minority shareholder's right to approve activities of the project that most significantly impact the project's economic performance which include the right to approve or reject the annual financial (capital and operating) budget and the annual operating plan, the right to approve or reject the appointment of the general manager and senior management, and approval rights with respect to capital expenditures beyond those included in the annual budget.

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) based on where the projects are located:

	June 30, 2013				December 31, 2012
		Italy		Chile		Italy		Chile
Balance Sheet Data:
Current assets	$	133,905	$	47,410	$	142,584	$	137,626
Other assets (primarily buildings and equipment)		349,136		93,743		358,366		98,550
Current liabilities		99,621		23,920		91,085		60,082
Other liabilities (primarily long-term debt)		193,420		16,183		214,025		23,061
Net assets	$	190,000	$	101,050	$	195,840	$	153,033

	Quarter Ended June 30,								Six Months Ended June 30,
	2013				2012				2013				2012
		Italy		Chile		Italy		Chile		Italy		Chile		Italy		Chile
Income Statement Data:
Total revenues	$	34,006	$	23,736	$	45,989	$	26,089	$	67,015	$	41,329	$	82,740	$	50,890
Gross profit		13,806		14,343		12,217		14,776		14,002		23,558		10,452		28,677
Income before income taxes		12,006		13,253		9,717		14,198		10,353		22,138		5,470		28,396
Net earnings		8,010		10,364		5,996		11,571		6,739		17,232		3,647		23,367

Our investment in these unconsolidated affiliates is recorded within investments in and advances to unconsolidated affiliates on the consolidated balance sheet and our equity in the net earnings of these unconsolidated affiliates is recorded within other income, net on the consolidated statement of operations. The investments and equity earnings of our unconsolidated affiliates in Italy and Chile are included in our Global E&C Groupand Global Power Group business segments, respectively.

Our consolidated financial statements reflect the following amounts related to our unconsolidated affiliates in Italy and Chile:

	Quarter Ended June 30,				Six Months Ended June 30,
		2013		2012		2013		2012
Equity in the net earnings of unconsolidated affiliates	$	16,334	$	8,911	$	20,438	$	15,819
Distributions from equity affiliates	$	53,990	$	23,145	$	55,933	$	31,917
					June 30, 2013		December 31, 2012
Investments in unconsolidated affiliates					$	151,815	$	187,363

Our equity earnings from our projects in Italy were $3,507 and $2,790 in the second quarter of 2013 and 2012, respectively, and were $3,384 and $2,428 in the first six months of 2013 and 2012, respectively.

Our equity earnings from our project in Chile were $12,827 and $6,121in the second quarter of 2013 and 2012, respectively, and were $17,054 and $13,391in the first six months of 2013 and 2012, respectively. The increase in equity earnings in the second quarter of 2013, compared to the same period in 2012, was primarily driven by two items: a $3,200 increase in our share of the project's 2012 earnings recognized as a result of a revised earnings allocation for 2012 that was approved in connection with the approval by the project's governing board of the 2012 earnings distribution in the second quarter of 2013, and a $3,000 increase from the reversal of an insurance-related contingency during the second quarter of 2013.

The increase in equity earnings in the six months ended June 30, 2013, compared to the same period in 2012, was primarily driven by three items: a $3,200 increase in our share of the project's 2012 earnings recognized as a result of a revised earnings allocation for 2012 that was approved in connection with the approval by the project's governing board of the 2012 earnings distribution in the second quarter of 2013, and a $3,000 increase from the reversal of an insurance-related contingency during the second quarter of 2013, partially offset by the impact of lower marginal rates for electrical power generation in the six months ended June 30, 2013.

We have guaranteed certain performance obligations of our project in Chile. We have a contingent obligation, which is measured annually based on the operating results of our project in Chile for the preceding year and is shared equally with our minority interest partner. We did not have a current payment obligation under this guarantee as of June 30, 2013 or December 31, 2012.

In addition, we have provided a $10,000 debt service reserve letter of credit to cover debt service payments in the event that our project in Chile 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 our project in Chile's debt, which matures in 2014. As of June 30, 2013, no amounts have been drawn under this letter of credit and 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 our project in Chile. We record the fees for operations and maintenance services in operating revenues on our consolidated statement of operations and the corresponding receivable in trade accounts and notes receivable on our consolidated balance sheet.

Our consolidated financial statements include the following balances related to our project in Chile:

		Quarter Ended June 30,				Six Months Ended June 30,
			2013		2012		2013		2012
Fees for operations and maintenance services
	(included in operating revenues)	$	2,795	$	2,623	$	5,599	$	5,257
						June 30, 2013		December 31, 2012
Receivable from our unconsolidated affiliate
	in Chile (included in trade receivables)					$	3,166	$	16,933

We also have guaranteed the performance obligations of our wholly-owned subsidiary under the operations and maintenance agreement governing our project in Chile. 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.

Other Investments

We are the majority equity partner and general partner of a gas-fired cogeneration project in Martinez, California, which we have determined to be a VIE as of June 30, 2013and December 31, 2012. We are the primary beneficiaryof theVIE, 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 facilities. Accordingly, as the primary beneficiary of the VIE,we have consolidated this entity. The aggregate net assets of this entity are presented below.

Balance Sheet Data (excluding intercompany balances):	June 30, 2013		December 31, 2012
Current assets	$	5,439	$	15,610
Other assets (primarily buildings and equipment)		38,003		39,194
Current liabilities		2,522		4,825
Other liabilities		4,633		5,452
Net assets	$	36,287	$	44,527

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Goodwill and Other Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2013

Goodwill and Other Intangible Assets

Net Carrying Amount of Goodwill by Geographic Region and Business Segment - Table

	Global E&C Group				Global Power Group
Geographic Regions:	June 30, 2013		December 31, 2012		June 30, 2013		December 31, 2012
North America	$	73,678	$	55,962	$	4,266	$	4,266
Asia		792		858		-		-
Europe		6,304		2,568		69,239		69,864
Middle East		409		-		-		-
Total	$	81,183	$	59,388	$	73,505	$	74,130

Finite-lived Intangible Assets - Table

		June 30, 2013						December 31, 2012
		Gross				Net		Gross				Net
		Carrying		Accumulated		Carrying		Carrying		Accumulated		Carrying
		Amount		Amortization		Amount		Amount		Amortization		Amount
Patents		$	41,018	$	(33,188)	$	7,830	$	41,103	$	(32,273)	$	8,830
Trademarks			64,596		(32,457)		32,139		64,582		(31,483)		33,099
Customer relationships,
	pipeline and backlog		96,803		(19,829)		76,974		72,050		(14,531)		57,519
Technology			6,535		(1,400)		5,135		6,594		(942)		5,652
Total		$	208,952	$	(86,874)	$	122,078	$	184,329	$	(79,229)	$	105,100

Intangible Assets Amortization Schedule - Table

		Quarter Ended June 30,				Six Months Ended June 30,
			2013		2012		2013		2012
Amortization expense		$	3,985	$	2,530	$	8,039	$	5,552
Approximate full year amortization expense for years:
	2013							$	17,500
	2014								18,400
	2015								13,800
	2016								11,300
	2017								10,900

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Litigation and Uncertainties (US Net Asbestos Provision - Table) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Net asbestos-related (gain)/provision	$ (13,750)	$ 3,713	$ (11,750)	$ 5,710
United States [Member]
Asbestos related accrual carrying value provision	2,000	2,000	4,000	3,997
Gain on the settlement of coverage litigation	(15,750)	0	(15,750)	0
Net asbestos-related (gain)/provision	$ (13,750)	$ 2,000	$ (11,750)	$ 3,997

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Derivative Financial Instruments (Narrative) (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Total gross notional amount related to foreign currency forward contracts	$ 485,400
Net cash (outflows)/ inflows on the settlement of derivatives	2,558	930
Aggregate notional amount of the receive-variable/pay-fixed interest rate swaps at end of period	$ 57,400
Derivative, Lower Remaining Maturity Range	0 years 0 months 1 day
Derivative, Higher Remaining Maturity Range	2 years 0 months 0 days

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Business Segments

6 Months Ended

Jun. 30, 2013

Business Segments [Abstract]

Business Segments

11. Business Segments

We operate through two operating segments, or groups: our Global E&C Group and our Global 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 facilities, distribution facilities, gasification facilities and processing facilities associated with the minerals and metals sector. Our Global E&C Group is also involved in the design of facilities in 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. Additionally, our Global E&C Group is also involved in the development, engineering, construction, ownership and operation of power generation facilities, from conventional and renewable sources, and of waste-to-energy facilities. Our Global E&C Group generates revenues from design, engineering, procurement, construction and project management activities pursuant to contracts which generally span up to approximately four years in duration and from returns on its equity investments in various power production facilities.

Global Power Group

Our Global Power Group designs, manufactures and erects steam generating and auxiliary equipment for electric power generating stations, district heating and industrial facilities worldwide. Additionally, our Global Power Group holds a controlling interest and operates a combined-cycle gas turbine facility; owns a noncontrolling interest in a petcoke-fired circulating fluidized-bedfacility for refinery steam and power generation; and operates a university cogeneration power facility for steam/electric generation. 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 various power production facilities.

Our Global Power Group's steam generating equipment includes a broad range of steam generation and environmental technologies, offering independent power producers, utilities, municipalities and industrial clients high-value technology solutions for converting a wide range of fuels, such as coal, lignite, petroleum coke, oil, gas, solar, biomass, municipal solid waste and waste flue gases into steam, which can be used for power generation, district heating or industrial processes.

Corporate and Finance Group

In addition to our Global E&C Group and Global Power Group, which represent two of our operating segments for financial reporting purposes, we report the financial results associated with the management of entities which are not managed by one of our two business groups, which include corporate center expenses, our captive insurance operation and expenses related to certain legacy liabilities, such as asbestos, in the Corporate and Finance Group, which also represents an operating segment for financial reporting purposes and which we refer to as the C&F Group.

Operating Revenues

We conduct our business on a global basis. Operating revenues for our continuing operations by industry, operating segment and geographic regions, based upon where our projects are being executed, were as follows:

	Quarter Ended June 30,				Six Months Ended June 30,
		2013		2012		2013		2012
Operating Revenues (Third-Party) by Industry:
Power generation	$	186,991	$	262,321	$	369,455	$	514,436
Oil refining		359,894		360,750		683,632		685,911
Pharmaceutical		40,552		13,614		78,398		26,593
Oil and gas		86,223		183,563		171,481		415,114
Chemical/petrochemical		134,368		77,427		236,547		145,747
Power plant operation and maintenance		38,882		28,349		83,509		52,123
Environmental		1,621		2,456		2,845		4,644
Other, net of eliminations		14,876		7,982		27,684		19,484
Total	$	863,407	$	936,462	$	1,653,551	$	1,864,052
Operating Revenues (Third-Party) by Business Segment:
Global E&C Group	$	662,719	$	666,142	$	1,250,693	$	1,337,015
Global Power Group		200,688		270,320		402,858		527,037
Total	$	863,407	$	936,462	$	1,653,551	$	1,864,052
Operating Revenues (Third-Party) by Geographic Region:
Africa	$	20,735	$	24,909	$	39,647	$	47,661
Asia Pacific		211,262		310,928		404,275		716,600
Europe		215,647		240,155		403,836		458,932
Middle East		79,879		64,565		144,802		112,849
North America		282,419		208,130		524,013		361,115
South America		53,465		87,775		136,978		166,895
Total	$	863,407	$	936,462	$	1,653,551	$	1,864,052

EBITDA

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 and depreciation and amortization.

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

			Quarter Ended June 30,				Six Months Ended June 30,
				2013		2012		2013		2012
EBITDA:
	Global E&C Group		$	62,133	$	39,917	$	97,321	$	86,845
	Global Power Group			45,584		42,198		70,271		94,139
	C&F Group *			(8,712)		(23,592)		(28,509)		(50,870)
	Discontinued operations			2,383		1,652		2,424		2,027
		Total EBITDA		101,388		60,175		141,507		132,141
	Less: Discontinued operations			2,383		1,652		2,424		2,027
		EBITDA from continuing operations		99,005		58,523		139,083		130,114
Add: Net income attributable to noncontrolling interests				1,011		4,258		4,290		6,655
Less: Interest expense				3,916		4,249		6,588		7,665
Less: Depreciation and amortization				13,454		11,562		28,796		23,363
Income from continuing operations before income taxes				82,646		46,970		107,989		105,741
Less: Provision for income taxes				13,319		12,291		18,479		27,175
Income from continuing operations				69,327		34,679		89,510		78,566
Income/(loss) from discontinued operations				2,383		438		(1,495)		(406)
Net income				71,710		35,117		88,015		78,160
Less: Net income attributable to noncontrolling interests				1,011		4,258		4,290		6,655
Net income attributable to Foster Wheeler AG			$	70,699	$	30,859	$	83,725	$	71,505
______________
* Includes general corporate income and expense, our captive insurance operation and the elimination of transactions and balances related to intercompany interest.
EBITDA in the above table includes the following:			Quarter Ended June 30,				Six Months Ended June 30,
				2013		2012		2013		2012
Net increase/(decrease) in contract profit from the regular
	revaluation of final estimated contract profit revisions:(1)
	Global E&C Group		$	5,400	$	(2,800)	$	22,000	$	5,100
	Global Power Group(2)			11,100		11,000		19,500		26,500
		Total	$	16,500	$	8,200	$	41,500	$	31,600
Net asbestos-related (gain)/provision:(3)
	Global E&C Group			-		1,700		-		1,700
	C&F Group			(13,800)		2,000		(11,800)		4,000
		Total	$	(13,800)	$	3,700	$	(11,800)	$	5,700
Charges for severance-related postemployment benefits:
	Global E&C Group		$	1,700	$	-	$	2,900	$	-
	Global Power Group			700		-		1,100		-
	C&F Group			-		-		400		-
		Total	$	2,400	$	-	$	4,400	$	-

______________

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

(2)The changes in final estimated contract profit revisions for our Global Power Group were increased during the six months ended June 30, 2012 for a favorable settlement with a subcontractor of approximately $6,900.

(3)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 as disclosed in our 2012 Form 10-K. 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.

Income/(loss) from discontinued operations included the following:

	Quarter Ended June 30,				Six Months Ended June 30,
		2013		2012		2013		2012
EBITDA from discontinued operations	$	2,383	$	1,652	$	2,424	$	2,027
Less: Interest expense		-		-		-		-
Less: Depreciation and amortization*		-		1,214		3,919		2,433
Income/(loss) from discontinued operations before income taxes*		2,383		438		(1,495)		(406)
Less: Provision for income taxes		-		-		-		-
Income/(loss) from discontinued operations*	$	2,383	$	438	$	(1,495)	$	(406)

__________________

*        During the six months ended June 30, 2013, we recorded an impairment charge of $3,919 at our Camden, New Jersey waste-to-energy facility which was recorded as depreciation expense withinincome/(loss)from discontinued operations. Please refer to Note 13 for further information.

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Borrowings (Components of long-term debt) (Parenthetical) (Details)	Jun. 30, 2013	Dec. 31, 2012
Secured Debt - Energia Holdings [Member]
Interest rate on term loan	11.443%	11.443%
1999C Bonds [Member]
Interest rate on term loan	7.25%	7.25%

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Share-Based Compensation Plans (Summary of share-based compensation expense and related income tax benefit) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Share - Based Compensation Plans [Abstract]
Share-based Compensation	$ 4,891	$ 5,768	$ 9,481	$ 10,694
Related income tax benefit	$ 261	$ 149	$ 446	$ 259

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Investments (Equity Method Investments, Summarized Financial Data - Table) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012	Dec. 31, 2012
Italy [Member]
Current assets	$ 133,905		$ 133,905		$ 142,584
Other assets (primarily buildings and equipment)	349,136		349,136		358,366
Current liabilities	99,621		99,621		91,085
Other liabilities (primarily long-term debt)	193,420		193,420		214,025
Net assets	190,000		190,000		195,840
Total revenues	34,006	45,989	67,015	82,740
Gross profit	13,806	12,217	14,002	10,452
Income before income taxes	12,006	9,717	10,353	5,470
Net earnings	8,010	5,996	6,739	3,647
Chile [Member]
Current assets	47,410		47,410		137,626
Other assets (primarily buildings and equipment)	93,743		93,743		98,550
Current liabilities	23,920		23,920		60,082
Other liabilities (primarily long-term debt)	16,183		16,183		23,061
Net assets	101,050		101,050		153,033
Total revenues	23,736	26,089	41,329	50,890
Gross profit	14,343	14,776	23,558	28,677
Income before income taxes	13,253	14,198	22,138	28,396
Net earnings	$ 10,364	$ 11,571	$ 17,232	$ 23,367

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Guarantees and Warranties (Tables)

6 Months Ended

Jun. 30, 2013

Guarantees and Warranties [Abstract]

Guarantor Obligations - Table

	Maximum	Carrying Amount of Liability
	Potential Payment	June 30, 2013		December 31, 2012
Environmental indemnifications	No limit	$	7,500	$	8,500
Tax indemnifications	No limit	$	-	$	-

Warranty Liability Rollforward-Table

	Six Months Ended June 30,
Warranty Liability:		2013		2012
Balance at beginning of year	$	90,100	$	93,000
Accruals		11,700		17,000
Settlements		(8,000)		(9,900)
Adjustments to provisions*		(9,700)		(9,800)
Foreign currency translation		(1,500)		600
Balance at end of period	$	82,600	$	90,900

_________________

• Adjustments to the provisions represent reversals of warranty provisions that are no longer required.

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Pensions and Other Postretirement Benefits (Tables)

6 Months Ended

Jun. 30, 2013

Pensions and Other Postretirement Benefits [Abstract]

Pension Benefits Contributions - Table

Contributions in the six months ended June 30, 2013	$	10,000
Remaining contributions expected for the year 2013		10,700
Contributions expected for the year 2013	$	20,700

Defined Benefit Plan - Table

		Defined Benefit Pension Plans								Other Postretirement Benefit Plans
	Quarter Ended				Six Months Ended				Quarter Ended				Six Months Ended
	June 30,				June 30,				June 30,				June 30,
		2013		2012		2013		2012		2013		2012		2013		2012
Net periodic benefit cost/(credit):
Service cost	$	292	$	262	$	592	$	537	$	10	$	12	$	28	$	36
Interest cost		12,710		13,187		25,539		26,321		552		569		1,411		1,374
Expected return on plan assets		(16,097)		(16,058)		(32,388)		(32,073)		-		-		-		-
Amortization of net actuarial loss		4,683		4,349		9,157		8,485		250		93		440		213
Amortization of prior service credit		(386)		(396)		(776)		(789)		(874)		(878)		(1,748)		(1,757)
Amortization of transition obligation		14		12		28		25		-		-		-		-
Net periodic benefit cost/(credit)	$	1,216	$	1,356	$	2,152	$	2,506	$	(62)	$	(204)	$	131	$	(134)

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Goodwill and Other Intangible Assets (Narrative) (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Total identifiable intangible assets - net carrying amount	$ 122,078	$ 105,100
U.S.- based firm that specializes in management of construction and commissioning of pharmaceutical and biotech facilities acquisition [Member]
Goodwill increase due to business acquisition	10,359
Engineering and project management business [Member]
Goodwill increase due to business acquisition	6,278
Upstream consultancy business [Member]
Goodwill increase due to business acquisition	4,364
Global E and C Group [Member]
Total identifiable intangible assets - net carrying amount	74,584
Global Power Group [Member]
Total identifiable intangible assets - net carrying amount	$ 47,494

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Summary of Significant Accounting Policies (Basic and diluted earnings per share - Table) (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Earnings Per Share [Abstract]
Income from continuing operations attributable to Foster Wheeler AG	$ 68,316	$ 30,421	$ 85,220	$ 71,911
Basic weighted-average number of shares outstanding	100,001,580	107,840,679	102,182,011	107,807,441
Effect of dilutive securities	253,172	2,576	384,636	60,153
Diluted weighted-average number of shares outstanding	100,254,752	107,843,255	102,566,647	107,867,594
Basic earnings per share	$ 0.68	$ 0.29	$ 0.83	$ 0.66
Diluted earnings per share	$ 0.68	$ 0.29	$ 0.83	$ 0.66

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Investments (Refinery/power generation project in Chile - Table) (Details) (Chile [Member], USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012	Dec. 31, 2012
Chile [Member]
Fees for operations and maintenance services (included in operating revenues)	$ 2,795	$ 2,623	$ 5,599	$ 5,257
Receivable from our unconsolidated affiliate in Chile (included in trade receivables)	$ 3,166		$ 3,166		$ 16,933

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Borrowings (Narrative) (Details) (US 2012 Senior Credit Agreement [Member], USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2013	Dec. 31, 2012
US 2012 Senior Credit Agreement [Member]
Line of Credit Facility, Description on U.S. Senior Credit Agreement	Senior Credit Agreement — On August 3, 2012, we entered into a new five-year senior unsecured credit agreement, which replaced our amended and restated senior unsecured credit agreement from July 2010. Our new senior credit agreement provides for an unsecured revolving line of credit of $750,000 and contains an increase option permitting us, subject to certain requirements, to arrange with existing lenders and/or new lenders to provide up to an aggregate of $300,000 in additional commitments. During the term of this senior credit agreement, we may request, subject to certain requirements, up to two one-year extensions of the contractual termination date. We can issue up to $750,000 under the letter of credit portion of the facility. Letters of credit issued under our new senior credit agreement have performance pricing that is decreased (or increased) as a result of improvements (or reductions) in our corporate credit ratings, as defined in the senior credit agreement. Based on our current credit ratings, letter of credit fees for performance and non-performance letters of credit issued under our new senior credit agreement are 0.75% and 1.50% per annum of the outstanding amount, respectively, excluding a nominal fronting fee. We also have the option to use up to $250,000 of the $750,000 for revolving borrowings at a rate equal to adjusted LIBOR, as defined in the senior credit agreement, plus 1.50%, subject also to the performance pricing noted above.
Letters of credit capacity under the credit facility	$ 750,000
Fees and expenses in conjunction with the execution of senior credit agreement	4,000
Letters of credit facility, amount outstanding	250,600	250,600
Letter of credit fees under U.S. senior credit agreement, Minimum	0.75%	0.75%
Letter of credit fees under U.S. senior credit agreement, Maximum	1.50%	1.50%
Borrowing capacity under credit facility	750,000
Amount of option to use for revolving borrowings	250,000
Line of Credit Facility, Aggregate Additional Uncommited Capacity	$ 300,000
Line of Credit Facility, Interest Rate Description	a rate equal to adjusted LIBOR, as defined in the senior credit agreement, plus 1.50%

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Litigation and Uncertainties (Tables)

6 Months Ended

Jun. 30, 2013

United States [Member]

Asbestos-Related Open Claims Rollforward- Table

	Quarter Ended June 30,		Six Months Ended June 30,
Number of Claims by period:	2013	2012	2013	2012
Open claims at beginning of period	125,480	124,280	125,310	124,540
New claims	1,250	1,180	2,460	2,340
Claims resolved	(1,920)	(780)	(2,960)	(2,200)
Open claims at end of period	124,810	124,680	124,810	124,680

Asbestos-Related Assets and Liabilities - Table

United States Asbestos	June 30, 2013		December 31, 2012
Asbestos-related assets recorded within:
Accounts and notes receivable-other	$	23,260	$	33,626
Asbestos-related insurance recovery receivable		100,717		102,751
Total asbestos-related assets	$	123,977	$	136,377
Asbestos-related liabilities recorded within:
Accrued expenses	$	38,962	$	47,900
Asbestos-related liability		214,096		227,400
Total asbestos-related liabilities	$	253,058	$	275,300
Liability balance by claim category:
Open claims	$	39,141	$	42,700
Future unasserted claims		213,917		232,600
Total asbestos-related liabilities	$	253,058	$	275,300

U.S. Net Asbestos - Related Provision - Table

	Quarter Ended June 30,				Six Months Ended June 30,
		2013		2012		2013		2012
Provision for revaluation	$	2,000	$	2,000	$	4,000	$	3,997
Gain on the settlement of coverage litigation		(15,750)		-		(15,750)		-
Net asbestos-related (gain)/provision	$	(13,750)	$	2,000	$	(11,750)	$	3,997

U.S. Asbestos-Related Payments And Insurance Settlement Proceeds- Table

	Quarter Ended June 30,				Six Months Ended June 30,
		2013		2012		2013		2012
Asbestos litigation, defense and case resolution payments	$	11,800	$	13,300	$	26,400	$	28,600
Insurance proceeds		(19,400)		(11,200)		(28,300)		(21,700)
Net asbestos-related (proceeds)/payments	$	(7,600)	$	2,100	$	(1,900)	$	6,900

United Kingdom [Member]

Asbestos-Related Assets and Liabilities - Table

United Kingdom Asbestos	June 30, 2013		December 31, 2012
Asbestos-related assets:
Accounts and notes receivable-other	$	964	$	1,022
Asbestos-related insurance recovery receivable		26,645		29,687
Total asbestos-related assets	$	27,609	$	30,709
Asbestos-related liabilities:
Accrued expenses	$	964	$	1,022
Asbestos-related liability		28,778		31,950
Total asbestos-related liabilities	$	29,742	$	32,972
Liability balance by claim category:
Open claims	$	6,047	$	7,843
Future unasserted claims		23,695		25,129
Total asbestos-related liabilities	$	29,742	$	32,972

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Business Segments (Income/Loss from Discontinued Operations) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended				6 Months Ended
	Jun. 30, 2013		Jun. 30, 2012		Jun. 30, 2013		Jun. 30, 2012
EBITDA from discontinued operations	$ 2,383		$ 1,652		$ 2,424		$ 2,027
Less: Interest expense	0		0		0		0
Less: Depreciation and amortization	0	[1]	1,214	[1]	3,919	[1]	2,433	[1]
Income/(loss) from discontinued operations before income taxes	2,383		438		(1,495)		(406)
Less: Provision for income taxes	0		0		0		0
Income/(loss) from discontinued operations	$ 2,383		$ 438		$ (1,495)		$ (406)

[1] During the six months ended June 30, 2013, we recorded an impairment charge of $3,919 at our Camden, New Jersey waste-to-energy facility which was recorded as depreciation expense within income/(loss) from discontinued operations. Please refer to Note 13 for further information.

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Business Held for Sale (Narrative)(Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended				6 Months Ended
	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Asset Impairment Charge		$ 3,919	$ 11,455		$ 3,919
Operating revenues related to business held for sale	$ 6,918			$ 6,564	$ 13,062	$ 12,070

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Business Segments (Narrative) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Mar. 31, 2013	Dec. 31, 2012	Jun. 30, 2013
Asset Impairment Charge	$ 3,919	$ 11,455	$ 3,919

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Goodwill and Other Intangible Assets (Net carrying amount of goodwill by geographic region) (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Goodwill	$ 154,688	$ 133,518
Global E and C Group [Member]
Goodwill	81,183	59,388
Global E and C Group [Member] | North America [Member]
Goodwill	73,678	55,962
Global E and C Group [Member] | Asia [Member]
Goodwill	792	858
Global E and C Group [Member] | Europe [Member]
Goodwill	6,304	2,568
Global E and C Group [Member] | Middle East [Member]
Goodwill	409	0
Global Power Group [Member]
Goodwill	73,505	74,130
Global Power Group [Member] | North America [Member]
Goodwill	4,266	4,266
Global Power Group [Member] | Asia [Member]
Goodwill	0	0
Global Power Group [Member] | Europe [Member]
Goodwill	$ 69,239	$ 69,864

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Litigation and Uncertainties (UK Asbestos related assets and liabilities - Table) (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Asbestos-related assets:
Asbestos related insurance recovery receivable	$ 127,362	$ 132,438
Asbestos-related liabilities:
Asbestos-related liability	242,874	259,350
United Kingdom [Member]
Asbestos-related assets:
Accounts and notes receivable-other	964	1,022
Asbestos related insurance recovery receivable	26,645	29,687
Total asbestos-related assets	27,609	30,709
Asbestos-related liabilities:
Accrued expenses	964	1,022
Asbestos-related liability	28,778	31,950
Total asbestos-related liabilities	29,742	32,972
Liability balance by claim category:
Open claims	6,047	7,843
Future unasserted claims	23,695	25,129
Total asbestos-related liabilities	$ 29,742	$ 32,972

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Borrowings (Tables)

6 Months Ended

Jun. 30, 2013

Borrowings [Abstract]

Components of Long-Term Debt- Table

			June 30, 2013						December 31, 2012
			Current		Long-term		Total		Current		Long-term		Total
Capital Lease Obligations			$	2,543	$	52,368	$	54,911	$	2,545	$	53,780	$	56,325
Special-Purpose Limited Recourse Project Debt:
	FW Power S.r.l.			8,679		56,686		65,365		9,215		61,575		70,790
	Energia Holdings, LLC at 11.443% interest,
		due April 15, 2015		2,040		5,355		7,395		1,912		7,396		9,308
Subordinated Robbins Facility Exit Funding Obligations:
	1999C Bonds at 7.25% interest, due October 15, 2024			-		1,283		1,283		-		1,283		1,283
Total			$	13,262	$	115,692	$	128,954	$	13,672	$	124,034	$	137,706
Estimated fair value							$	143,800					$	155,718

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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (USD $) In Thousands	Total	Registered Shares [Member]	Paid-in Capital [Member]	Retained Earnings [Member]	Accumulated Other Comprehensive Loss [Member]	Treasury Shares [Member]	Total Foster Wheeler AG Shareholders' Equity [Member]	Noncontrolling Interests [Member]
Balance at Dec. 31, 2011	$ 735,672	$ 321,181	$ 606,053	$ 699,971	$ (530,068)	$ (409,390)	$ 687,747	$ 47,925
Net income	78,160			71,505			71,505	6,655
Other comprehensive loss, net of tax	(4,487)				(4,255)		(4,255)	(232)
Issuance of registered shares upon exercise of stock options	603	126	477				603
Issuance of registered shares upon vesting of restricted awards		339	(339)
Distributions to noncontrolling interests	(11,734)							(11,734)
Share-based compensation expense	7,319		7,319				7,319
Excess tax shortfall related to share-based compensation	(57)		(57)				(57)
Repurchase of registered shares	(10,955)					(10,955)	(10,955)
Balance at Jun. 30, 2012	794,521	321,646	613,453	771,476	(534,323)	(420,345)	751,907	42,614
Balance at Dec. 31, 2012	757,393	269,633	266,943	835,993	(567,603)	(90,976)	713,990	43,403
Net income	88,015			83,725			83,725	4,290
Other comprehensive loss, net of tax	(11,003)				(9,853)		(9,853)	(1,150)
Issuance of registered shares upon exercise of stock options	1,891	281	1,610				1,891
Issuance of registered shares upon vesting of restricted awards		615	(615)
Distributions to noncontrolling interests	(10,514)							(10,514)
Share-based compensation expense	7,412		7,412				7,412
Excess tax shortfall related to share-based compensation	(88)		(88)				(88)
Repurchase of registered shares	(150,131)					(150,131)	(150,131)
Balance at Jun. 30, 2013	$ 682,975	$ 270,529	$ 275,262	$ 919,718	$ (577,456)	$ (241,107)	$ 646,946	$ 36,029

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Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2013

Summary of Significant Accounting Policies [Abstract]

Summary of Significant Accounting Policies

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. The fiscal years of our non-U.S. operations are the same as the parent's. The fiscal year of our U.S. operations is the 52- or 53-week annual accounting period ending on the last Friday in December.

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 consolidated financial statements and notes are presented in accordance with the requirements of Form 10-Q and do not contain certain information included in our Annual Report on Form 10-K for the year ended December 31, 2012 (“2012 Form 10-K”), filed with the Securities and Exchange Commission on March 1, 2013. The consolidated balance sheet as of December 31, 2012 was derived from the audited financial statements included in our 2012Form 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. These reclassifications include the presentation of our Statement of Comprehensive Income as a result of our adoption of “ASU No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income”, or ASU No. 2013-02. ASU No. 2013-02was issued by the Financial Accounting Standards Board in February 2013. The standard requires disclosure of the effects on the line items of net income for significant amounts reclassified out of accumulated other comprehensive income and a cross-reference to other disclosures when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., contracts in process or billings in excess of costs and estimated earnings on uncompleted contracts for pension-related amounts) instead of directly to income or expense. The adoption of this standard did not have an impact on our results of operations, financial position or cash flows.

Reclassifications from accumulated other comprehensive loss related to cash flow hedges amounted to losses of $768 and $1,615during the quarter and six months ended June 30, 2013, respectively.  These losses included amounts related to our consolidated entities and our proportionate share of the impact from interest rate swap contracts in cash flow hedging relationships held by our equity method investees.  Amounts that are reclassified from accumulated other comprehensive loss related to cash flow hedges from our consolidated entities are recognized within interest expense on the consolidated statement of operations, whereas amounts related to our equity method investees are recognized within equity earnings in other income, net on the consolidated statement of operations. Please refer to Note 8 for further information.

Reclassifications from accumulated other comprehensive loss related to pension and other postretirement benefits are included as a component of net periodic pension cost.  Please refer to Note 6 for further information.

The tax effect related to foreign currency translation adjustments was inconsequential during the quarters and six months ended June 30, 2013 and 2012.

Please refer to Note 13 for reclassifications related to our wholly-owned waste-to-energy business, which meets the accounting criteria as a business held for sale.

The consolidated financial statements include the accounts of Foster Wheeler AG and all 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. See “—Variable Interest Entities” below for further information related to the consolidation of variable interest entities.

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 effortor decreased for estimated losses, less billings to the customer and progress payments on uncompleted contracts. A full provision for loss contracts is made at the time the loss becomes probable regardless of the stage of completion.

At any time, 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 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. The following table summarizes the number of separate projects that experienced final estimated contract profit revisions with an impact on contract profit in excess of $1,000 relating to the revaluation of work performed in prior periods:

		Quarter Ended June 30,				Six Months Ended June 30,
			2013		2012		2013		2012
Number of separate projects			12		9		23		17
Net increase in contract profit from the regular
	revaluation of final estimated contract profit revisions	$	16,500	$	8,200	$	41,500	$	31,600

The changes in final estimated contract profit revisions for our Global Power Group were increased during the six months ended June 30, 2012for a favorable settlement with a subcontractor of approximately $6,900 recognized in the first quarter of 2012.

Please see Note 11 for further information related to changes in final estimated contract profitand the impact on business segment results.

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, which can include amounts from unapproved change orders when the two requirements described above are met. Unapproved change orders or similar items subject to uncertainty that do not meet the two requirements described above are expensed without the recognition of additional contract revenue. Costs attributable to claims are treated as costs of contract performance as incurred and are recorded in contracts in process. Our consolidated financial statements included commercial claims of $7,800 and $8,800 as of June 30, 2013 and December 31, 2012, respectively,of which substantially all costs had been incurred as of June 30, 2013 and December 31, 2012.

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. In the event that we defer pre-contract costs and we are not successful in obtaining the contract, we write off the deferred costs through our consolidated statement of operations in the period when we no longer assess recoverability of such costs as probable. Deferred pre-contract costs were inconsequentialas of June 30, 2013 and December 31, 2012.

Certain special-purpose subsidiaries in our Global Power Group business segment are reimbursed by customers for their costs ofbuilding and operating certain facilities over the lives of the corresponding service contracts. Depending on the specific legal rights and obligations under these arrangements, in some cases those reimbursements are treated as operating revenues at gross value and other cases as a reduction of cost.

Trade Accounts Receivable — Trade accounts receivable represent amounts billed to customers. We assess the need for an allowance for doubtful accounts on a project-by-project basis. When there is a risk of non-payment related to customer credit risk, we record an allowance for doubtful accounts. Because of the nature of our customer base and our rigorous customer credit risk assessment process prior to entering into contracts, the level of our allowance for doubtful accounts is typically a very small percentage of our gross accounts receivable balance. To the extent that there is a risk of non-payment related to commercial or performance issues, we record an allowance against the valuation of contract work in progress within the contract.

In accordance with terms under our long-term contracts, our customers may withhold certain percentages of such billings until completion and acceptance of the work performed, which we refer to as retention receivables. Final payment of retention receivables mightnot be received within a one-year period. In conformity with industry practice, however, the full amount of accounts receivable, including such amounts withheld, are included in current assets on the consolidated balance sheet.We have not recorded a provision for the outstanding retention receivable balances as of June 30, 2013 or December 31, 2012.

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 formation of each separate legal entity, we perform an evaluation to determine whether the new entity is a variable interest entity, or 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 upon the occurrence of certain events and whether we are the primary beneficiary 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 June 30, 2013 and December 31, 2012, we participated in certain entities determined to be VIEs, including a gas-fired cogeneration facility in Martinez, California and a refinery/electric power generation project in Chile.We consolidate the operations of the Martinez project while we record our participation in the project in Chile on the equity method of accounting.

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

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 three level fair value hierarchy that prioritizes the inputs used to measure fair valueand 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. See Note 8for 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 maturitiesusing 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. Our estimate of the fair value of foreign currency forward contracts also includes an assessment of non-performance by our counterparties. We further corroborate the valuations 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 datausing level 2 inputs.
• Defined Benefit Pension Plan Assets — We estimate the fair value of investments in equity securities at each year-end based on quotes obtained from financial institutions. The fair value of investments in commingled funds, invested primarily in debt and equity securities, is based on the net asset values communicated by the respective asset manager. We further corroborate the above valuations with observable market data using level 1 and 2 inputs. Additionally, we hold investments in private investment funds that are valued at net asset value as communicated by the asset manager using level 3 unobservable market data inputs.

Retirement of Shares under Share Repurchase Program — Under Swiss law, the cancellation of shares previously repurchased under our share repurchase program must be approved by our shareholders. Repurchased shares remain as treasury shares on our balance sheet until cancellation.

Any repurchases will be made at our discretion 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 treasury shares are carried at cost on the consolidated balance sheet until the cancellation of the shares has been approved by our shareholders and the cancellation is registered with the commercial register of the Canton of Zug in Switzerland. Upon the effectiveness of the cancellation of the shares, the cost of the shares cancelled will be removed from treasury shares on the consolidated balance sheet, the par value of the cancelled shares will be removed from registered shares on the consolidated balance sheet, and the excess of the cost of the treasury shares above par value will be removed from paid-in capital on the consolidated balance sheet.

Once repurchased, treasury shares are no longer considered outstanding, which results in a reduction to 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 amounts have been computed based on the weighted-average number of shares outstanding during the reporting period.

Diluted earnings per share amounts have been based on 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 and the non-vested portion of restricted stock units and performance-based restricted stock units (collectively, “restricted awards”) to the extent such securities are dilutive.

In profitable periods, outstanding stock options 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 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 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:

		Quarter Ended June 30,				Six Months Ended June 30,
			2013		2012		2013		2012
Income from continuing operations attributable
	to Foster Wheeler AG	$	68,316	$	30,421	$	85,220	$	71,911
Basic weighted-average number of shares outstanding			100,001,580		107,840,679		102,182,011		107,807,441
Effect of dilutive securities			253,172		2,576		384,636		60,153
Diluted weighted-average number of shares outstanding			100,254,752		107,843,255		102,566,647		107,867,594
Income from continuing operations per share:
	Basic	$	0.68	$	0.29	$	0.83	$	0.66
	Diluted	$	0.68	$	0.29	$	0.83	$	0.66

The following table summarizes share-based compensation awards not included in the calculation of diluted earnings per share as the assumed proceeds from those awards, on a per share basis, were greaterthan the average share price for the period, which would result in an antidilutive effect on diluted earnings per share:

	Quarter Ended June 30,		Six Months Ended June 30,
	2013	2012	2013	2012
Stock options	1,548,745	2,850,267	1,548,745	2,021,500
Performance-based restricted share units	1,166,400	389,269	1,166,400	389,269

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Goodwill and Other Intangible Assets

6 Months Ended

Jun. 30, 2013

Goodwill and Other Intangible Assets

Goodwill and Other Intangible Assets

4. Goodwill and Other 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 related to the assessment of goodwill for impairment. There were no accumulated goodwill impairment losses as of that date. The following table provides our net carrying amount of goodwill by geographic region in which our reporting units are located:

	Global E&C Group				Global Power Group
Geographic Regions:	June 30, 2013		December 31, 2012		June 30, 2013		December 31, 2012
North America	$	73,678	$	55,962	$	4,266	$	4,266
Asia		792		858		-		-
Europe		6,304		2,568		69,239		69,864
Middle East		409		-		-		-
Total	$	81,183	$	59,388	$	73,505	$	74,130

During the six months ended June 30, 2013, our Global E&C Group's goodwill balance included increasesrelated to our acquisitions located in the U.S. and Mexico of $10,359 and $6,278, respectively, which were included in the North America geographic region in the table above, and theU.K. of $4,364, portions of which were included in both the Europe and Middle East geographic regions in the table above.The remaining changes in each of the regions were the result of the impact of foreign currency translation adjustments. Please see Note 2 for further information regardingthese acquisitions.

The following table sets forth amounts relating to our identifiable intangible assets:

		June 30, 2013						December 31, 2012
		Gross				Net		Gross				Net
		Carrying		Accumulated		Carrying		Carrying		Accumulated		Carrying
		Amount		Amortization		Amount		Amount		Amortization		Amount
Patents		$	41,018	$	(33,188)	$	7,830	$	41,103	$	(32,273)	$	8,830
Trademarks			64,596		(32,457)		32,139		64,582		(31,483)		33,099
Customer relationships,
	pipeline and backlog		96,803		(19,829)		76,974		72,050		(14,531)		57,519
Technology			6,535		(1,400)		5,135		6,594		(942)		5,652
Total		$	208,952	$	(86,874)	$	122,078	$	184,329	$	(79,229)	$	105,100

As of June 30,2013, the net carrying amounts of our identifiable intangible assets were $47,494for our Global Power Group and $74,584 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. Amortization expense related to assets other than identifiable intangible assets was not material in thesix months ended June 30, 2013and 2012.

The following table details amortization expense related to identifiable intangible assets by period:

		Quarter Ended June 30,				Six Months Ended June 30,
			2013		2012		2013		2012
Amortization expense		$	3,985	$	2,530	$	8,039	$	5,552
Approximate full year amortization expense for years:
	2013							$	17,500
	2014								18,400
	2015								13,800
	2016								11,300
	2017								10,900

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Business Combinations

6 Months Ended

Jun. 30, 2013

Business Combination

Business Combinations

2. Business Combinations

In June 2013, we acquired all of the outstanding shares of a privately held upstream consultancy business located in the United Kingdom and additional related assets in the Middle East. This acquired businessspecializes in field development and project decision support, focused on the evaluation and implementation of oil and gas field developments covering greenfield and brownfield assets.At closing, we paid cash consideration net of cash acquired of £6,500 (approximately $10,000 based on the exchange rate in effect on the closing date), subject to customary working capital adjustments, as specified in the sale and purchase agreement. The sale and purchase agreement also included an earnout provision for additional consideration with an estimated maximum of £3,000 (approximately $4,600 based on the exchange rate in effect on June 30, 2013), depending on the acquired business' performance, as defined in the sale and purchase agreement, over a period of approximately 3 years subsequent to the acquisition date. Any amounts recognized under theearnout will be reported as compensation expense in periods subsequent to the acquisition date rather than as part of the purchase price for the business.  Our consolidated balance sheet as of June 30, 2013 included a preliminary purchase price allocation for this acquisition as we are in process of finalizing the valuation of the individual assets acquired and liabilities assumed. The preliminary purchase price allocation was based on the best estimate of management and we expect to finalize the purchase price allocation upon completion of an independent appraisal over the next several months, but no later than one year from the acquisition date. The preliminary purchase price allocation and pro forma impact assuming the acquisition had occurred as of the beginning of 2012 were not significant to our consolidated financial statements. As a result of the preliminary purchase price allocation, we recognized goodwill of $4,364 and other intangible assets of $5,893 related to this acquisition.The assets, liabilities and results of operations of the acquired business are included within our Global Engineering and Construction Group (“Global E&C Group”) business segment.

In June 2013, we also acquired all of the outstanding shares of a privately held engineering and project management business located in Mexico with experience in both offshore and onshore upstream oil and gas, downstream oil and gasand power projects.At closing, we paid cash consideration net of cash acquired of approximately $15,900, subject to customary working capital adjustments, as specified in the sale and purchase agreement.Our consolidated balance sheet as of June 30, 2013 included a preliminary purchase price allocation for this acquisition as we are in process of finalizing the valuation of the individual assets acquired and liabilities assumed. The preliminary purchase price allocation was based on the best estimate of management and we expect to finalize the purchase price allocation upon completion of an independent appraisal over the next several months, but no later than one year from the acquisition date. The preliminary purchase price allocation and pro forma impact assuming the acquisition had occurred as of the beginning of 2012 were not significant to our consolidated financial statements.As a result of the preliminary purchase price allocation, we recognized goodwill of $6,278 and other intangible assets of $7,487 related to this acquisition.The assets, liabilities and results of operations of the acquired business are included within our Global E&C Group business segment.

During our U.S. operations' fiscal first quarter of 2013, we acquired all of the outstanding shares of a privately held U.S.-based business that specializes in the management of construction and commissioning of pharmaceutical and biotech facilities and which also has the capabilities to manage the full engineering, procurement and construction of such facilities. In addition, the acquired business has the ability to provide modular project delivery services on a worldwide basis through its participation in a project-services partnership.At closing, we paid cash consideration net of cash acquired of $24,900,subject to customary working capital adjustments, as specified in the sale and purchase agreement. The sale and purchase agreement also included an earnout provision for additional consideration with an estimated maximum of approximately $6,600, depending on the acquired business' performance, as defined in the sale and purchase agreement, over a period of approximately 5 years subsequent to the acquisition date.  Our consolidated balance sheet as of March 31, 2013included in our quarterly report on Form 10-Qfor the quarter ended March 31, 2013 included a preliminary purchase price allocation for this acquisition, which did not change as a result of our finalization of the valuation of net assets acquired. Any amounts recognized under the earnoutwill be reported as compensation expense in periods subsequent to the acquisition date rather than as part of the purchase price for the business. The purchase price allocation and pro forma impact assuming the acquisition had occurred as of the beginning of 2012 were not significant to our consolidated financial statements.  As a result of the purchase price allocation, we recognized goodwill of $10,359 and other intangible assets of $13,980 related to this acquisition.The assets, liabilities and results of operations of the acquired business are included within our Global E&C Groupbusiness segment.

In November 2012, we acquired all of the outstanding shares of a privately held multi-discipline full service engineering, procurement, and construction management businesslocated in North America. At closing, we paid cash consideration net of cash acquired of $68,800, subject to customary working capital adjustments, as specified in the sale and purchase agreement. The sale and purchase agreement also included an earnout provision for additional consideration with an estimated maximum of approximately $20,000, depending on the acquired business' performance, as defined in the sale and purchase agreement, over a period of approximately 5 years subsequent to the acquisition date. The earnout will be reported as compensation expense in periods subsequent to the acquisition date rather than as part of the purchase price for the business.  Our consolidated balance sheet as of December 31, 2012 included in our annual report on Form 10-K for the year ended December 31, 2012 included a preliminary purchase price allocation for this acquisition, which did not change as a result of our finalization of the valuation of net assets acquired. As a result of the purchase price allocation, we recognized goodwill of $16,682 and other intangible assets of $42,921 related to this acquisition. The assets, liabilities and results of operations of the acquired business are included within our Global E&C Group business segment.

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Investments (Schedule of Variable Interest Entities - Table) (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Investments
Current assets	$ 5,439	$ 15,610
Other assets (primarily buildings and equipment)	38,003	39,194
Current liabilities	2,522	4,825
Other liabilities	4,633	5,452
Net assets	$ 36,287	$ 44,527

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Derivative Financial Instruments (Tables)

6 Months Ended

Jun. 30, 2013

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Fair Value of Derivative Financial Instruments - Table

Fair Values of Derivative Financial Instruments
					Asset Derivatives						Liability Derivatives
			Balance Sheet		June 30,		December 31,		Balance Sheet		June 30,		December 31,
			Location		2013		2012		Location		2013		2012
Derivatives designated as
		hedging instruments:
	Interest rate swap
		contracts	Other assets		$	-	$	-	Other long-term liabilities		$	8,349	$	10,490
Derivatives not designated
		as hedging instruments:
	Foreign currency		Contracts in process or						Contracts in process or
		forward contracts		billings in excess of costs						billings in excess of costs
				and estimated earnings on						and estimated earnings on
				uncompleted contracts		2,973		6,040		uncompleted contracts		5,367		4,895
	Foreign currency
		forward contracts	Other accounts receivable			562		1,357	Accounts payable			829		29
Total derivatives					$	3,535	$	7,397			$	14,545	$	15,414

Amount of Gain/(Loss) Recognized In Income On Derivatives - Table

	Location of Gain/(Loss)	Amount of Gain/(Loss) Recognized in Income on Derivatives
Derivatives Not Designated as	Recognized	Quarter Ended June 30,				Six Months Ended June 30,
Hedging Instruments	in Income on Derivatives		2013		2012		2013		2012
Foreign currency forward contracts	Cost of operating revenues	$	3,404	$	(3,646)	$	(3,916)	$	(500)
Foreign currency forward contracts	Other deductions, net		(247)		(13)		(1,523)		78
Total		$	3,157	$	(3,659)	$	(5,439)	$	(422)

Cash Flow Hedge Gain/(Loss) Reclassified to Interest Expense, Net - Table

	Quarter Ended June 30,				Six Months Ended June 30,
		2013		2012		2013		2012
Unrealized gain/(loss) in other comprehensive income	$	1,259	$	(629)	$	811	$	(1,785)
Loss reclassified from accumulated other comprehensive loss to net income		630		450		1,255		935

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Business Held for Sale (Tables)

6 Months Ended

Jun. 30, 2013

Business Held for Sale [Abstract]

Schedule of Assets and Liabilities For Business Held For Sale Table

		June 30, 2012		December 31, 2012
Assets:
Trade accounts and notes receivable, net		$	1,735	$	1,482
Other current assets			23		23
	Current assets held for sale		1,758		1,505
Land, buildings and equipment, net			44,820		48,739
Restricted cash			399		840
	Long-term assets held for sale	$	45,219	$	49,579
Liabilities:
Accounts payable		$	765	$	1,814
Accrued expenses			714		595
Advance payments			304		745
	Current liabilities held for sale	$	1,783	$	3,154

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Business Held for Sale (Schedule of Assets and Liabilities for Business Held For Sale - Table)(Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Assets:
Trade accounts and notes receivable,net	$ 1,735	$ 1,482
Other current assets	23	23
Current assets held for sale	1,758	1,505
Land, buildings and equipment, net	44,820	48,739
Restricted cash	399	840
Long-term assets held for sale	45,219	49,579
Liabilities:
Accounts payable	765	1,814
Accrued expenses	714	595
Advance payments	304	745
Current liabilities held for sale	$ 1,783	$ 3,154

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Business Combinations (Narrative) (Details)	6 Months Ended
	Jun. 30, 2013
U.S.- based firm that specializes in management of construction and commissioning of pharmaceutical and biotech facilities acquisition [Member]
Date of acquisition	Mar. 31, 2013
Description of acquired entity	U.S.-based business that specializes in the management of construction and commissioning of pharmaceutical and biotech facilities and which also has the capabilities to manage the full engineering, procurement and construction of such facilities. In addition, the acquired business has the ability to provide modular project delivery services on a worldwide basis through its participation in a project-services partnership.
Description of purchase agreement	At closing, we paid cash consideration net of cash acquired of $24,900, subject to customary working capital adjustments, as specified in the sale and purchase agreement. The sale and purchase agreement also included an earnout provision for additional consideration with an estimated maximum of approximately $6,600, depending on the acquired business’ performance, as defined in the sale and purchase agreement, over a period of approximately 5 years subsequent to the acquisition date.
Goodwill and intangible assets, business acquisition	As a result of the purchase price allocation, we recognized goodwill of $10,359 and other intangible assets of $13,980 related to this acquisition.
Engineering procurement and construction management acquisition [Member]
Date of acquisition	Nov. 30, 2012
Description of acquired entity	engineering, procurement, and construction management business
Description of purchase agreement	At closing, we paid cash consideration net of cash acquired of $68,800, subject to customary working capital adjustments, as specified in the sale and purchase agreement. The sale and purchase agreement also included an earnout provision for additional consideration with an estimated maximum of approximately $20,000, depending on the acquired business’ performance, as defined in the sale and purchase agreement, over a period of approximately 5 years subsequent to the acquisition date.
Goodwill and intangible assets, business acquisition	As a result of the purchase price allocation, we recognized goodwill of $16,682 and other intangible assets of $42,921 related to this acquisition. The assets, liabilities and results of operations of the acquired business are included within our Global E&C Group business segment.
Engineering and project management business [Member]
Date of acquisition	Jun. 30, 2013
Description of acquired entity	engineering and project management business located in Mexico with experience in both offshore and onshore upstream oil and gas, downstream oil and gas and power projects.
Description of purchase agreement	At closing, we paid cash consideration net of cash acquired of approximately $15,900, subject to customary working capital adjustments, as specified in the sale and purchase agreement.
Goodwill and intangible assets, business acquisition	As a result of the preliminary purchase price allocation, we recognized goodwill of $6,278 and other intangible assets of $7,487 related to this acquisition.
Upstream consultancy business [Member]
Date of acquisition	Jun. 30, 2013
Description of acquired entity	upstream consultancy business located in the United Kingdom and additional related assets in the Middle East. This acquired business specializes in field development and project decision support, focused on the evaluation and implementation of oil and gas field developments covering greenfield and brownfield assets
Description of purchase agreement	At closing, we paid cash consideration net of cash acquired of £6,500 (approximately $10,000 based on the exchange rate in effect on the closing date), subject to customary working capital adjustments, as specified in the sale and purchase agreement. The sale and purchase agreement also included an earnout provision for additional consideration with an estimated maximum of £3,000 (approximately $4,600 based on the exchange rate in effect on June 30, 2013), depending on the acquired business’ performance, as defined in the sale and purchase agreement, over a period of approximately 3 years subsequent to the acquisition date
Goodwill and intangible assets, business acquisition	As a result of the preliminary purchase price allocation, we recognized goodwill of $4,364 and other intangible assets of $5,893 related to this acquisition.

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Litigation and Uncertainties (Narrative) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2013 claims	Jun. 30, 2012 claims	Jun. 30, 2013 claims	Jun. 30, 2012 claims	Dec. 31, 2012 claims	Mar. 31, 2013 claims	Mar. 31, 2012 claims	Dec. 31, 2011 claims
Environmental Matters [Member]
Aggregate potential liability, maximum	$ 500		$ 500
Estimates of the cost of installing additional control equipment	30,000		30,000
Mountain Top [Member]
Project claims arbitration allegations			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.
Project claims actions taken by parties			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 several additional residences, even though TCE has not been detected in the wells at those residences.  The hookups to the agreed upon residences have been completed, and USEPA has provided FWEC with a certificate that FWEC has completed its obligations related to the above-described settlement agreement (as amended). FWEC may be required to pay the agencies’ costs in overseeing and responding to the situation. FWEC is also incurring further costs in connection with a Remedial Investigation / Feasibility Study (“RI/FS”) that in March 2009 it agreed to conduct. During the fourth quarter of 2012, FWEC received a USEPA demand under the foregoing agreement for payment of $1,040 of response costs USEPA claims it incurred from the commencement of the RI/FS in April 2009 through February 2012. FWEC questioned the amount of the invoice and based upon discussions with the USEPA, a revised invoice was received on June 17, 2013 for the reduced amount of $1,004. In April 2009, USEPA proposed for listing on the National Priorities List (“NPL”) an area consisting of FWEC’s 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 all 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.
Refinery And Petrochemicals Project Arbitration India [Member]
Project claims arbitration filing date			November 2012
Project claims arbitration allegations			we commenced arbitration in India against our client seeking collection of unpaid receivables in excess of £52,000 (approximately $79,300 based on the exchange rate in effect as of June 30, 2013), arising from services performed on a reimbursable basis for our client in connection with our client’s grass roots refinery and petrochemicals project in northeastern India. Our client rejected the claims and notified us of various potential counterclaims that it may be asserting in the arbitration, purportedly totaling in excess of £55,000 (approximately $83,800 based on the exchange rate in effect as of June 30, 2013).
Project claims actions taken by parties			In June 2013, we submitted our detailed statement of claim, and in July 2013 our client submitted its detailed statement of defense and counterclaim. The amount of the counterclaim was increased to approximately £620,000 (approximately $944,900 based on the exchange rate in effect as of June 30, 2013) in damages, including among other claims a claim for lost profits due to delay in the execution of the project. The counterclaim concerns a number of alleged issues arising in connection with our execution of the engineering, procurement, and construction management scope of our contract, from the period from contract award until the subsequent transfer by our client of our remaining engineering, procurement and construction management scope to certain lump sum turnkey contractors hired directly by our client. Our client further contends that we are liable for delays to the project and has withheld payment on account of delay liquidated damages and, out of the total claim of £620,000 (approximately $944,900 based on the exchange rate in effect as of June 30, 2013) cited above, is seeking damages for lost profits in the amount of £555,000 (approximately $845,900 based on the exchange rate in effect as of June 30, 2013). We strongly dispute these contentions. Any liability for delay damages is capped under the contract at a specified percentage of our contract value, currently equivalent to approximately £11,500 (approximately $17,500 based on the exchange rate in effect as of June 30, 2013), an amount already retained by our client. The contract also excludes liability for consequential damages, including lost profits, and contains an overall cap on liability for claims in the aggregate of up to a specified percentage of our contract value, currently equivalent to approximately £28,800 (approximately $43,900 based on the exchange rate in effect as of June 30, 2013). The unpaid amount for which we are seeking reimbursement in the arbitration may increase should our client continue to withhold amounts from our invoices, as the project is still in execution. The arbitration panel has been formed, but no dates for a hearing have been set yet. Our client has moved to dismiss the arbitration as premature under the terms of the contract, and we have opposed that motion. The motion is under consideration by the panel. The proceedings are expected to run through the end of 2014, if not longer. We cannot predict the ultimate outcome of this matter at this time.
United Kingdom [Member]
Asbestos related open claims number	284		284
Number of asbestos claims brought against United Kingdom	1,034		1,034
Asbestos related liability upon pleural plaque ruling	42,400		42,400
United States [Member]
Asbestos related open claims number	124,810	124,680	124,810	124,680	125,310	125,480	124,280	124,540
Asbestos litigation, defense and case resolution payments	11,800	13,300	26,400	28,600
Provision for revaluation	2,000	2,000	4,000	3,997
Total cumulative indemnity costs paid through the balance sheet date	811,300		811,300
Total cumulative defense costs paid through the balance sheet date	399,300		399,300
Portion of total defense and indemnity costs that represent defense costs	33.00%		33.00%
Historic average combined indemnity and defense cost per resolved claim	3,200		3,200
Expected cash inflows/(outflows) as a result of asbestos liability indemnity and defense payment in excess of issuance settlement proceeds			1,000
Average per claim indemnity increase rate					25.00%
Estimated impact on the asbestos related liability from an increase of 25% in the average per claim indemnity settlement amount					$ 42,000
Percentage of the asbestos related liability reserve that would result in an additional expense to be recognized in the statement of operations for a 25% increase in the average asbestos-related claim indemnity settlement amount and assuming no change in the assumptions currently used to estimate the asbestos-related insurance asset					85.00%
United States [Member] | Power Plant Arbitration United States [Member]
Project claims arbitration filing date			In June 2011, a demand for arbitration was filed with the American Arbitration Association by our client’s erection contractor against our client and us in connection with a power plant project in the U.S.  At that time, no details of the erection contractor’s claims were included with the demand. The arbitration panel was formed on September 26, 2012 and a detailed Statement of Claim from the erection contractor was delivered to the panel on October 24, 2012.
Project claims arbitration allegations			According to the claim, the erection contractor is seeking unpaid contract amounts from our client and additional compensation from our client and us for alleged delays, disruptions, inefficiencies, and extra work in connection with the erection of the plant.  We supplied the steam generation equipment for the project under contract with our client, the power plant owner.  The turbine contractor, who supplied the turbine, electricity generator and other plant equipment under a separate contract with the power plant owner, has also been included as a party in the arbitration.
Project claims actions taken by parties			Responsive pleadings to the erection contractor’s pleading were filed by the other parties, including us, on November 28, 2012.  Our pleading denies the erection contractor’s claims against us and asserts cross claims against our client seeking over $14,800 in damages related to delays, out of scope work, and improperly assessed delay liquidated damages. In its pleading, the turbine contractor asserts claims against our client for unpaid contract amounts and additional compensation for extra work and delays. In its capacity as a purported co-assignee of the steam generation equipment supply contract, the turbine contractor joins in the erection contractor’s claims against us for delay-related damages and asserts cross claims against us seeking over $5,000 in non-delay related damages.  In its pleading, our client asserts counter and cross claims for breach of contract and gross negligence against the erection contractor and the turbine contractor. Our client also asserts cross claims against us for any damages our client has incurred, and for indemnification of any damages our client may be required to pay to the erection and turbine contractors, arising out of alleged failures of performance on our part under our steam generation supply contract. We have denied our client’s and the turbine contractor’s cross claims against us. The arbitration proceedings are expected to run through the end of 2014, if not longer. We cannot predict the ultimate outcome of this matter at this time.
Project claims damages sought			The erection contractor is seeking approximately $240,000 in damages, exclusive of interest, from our client.  Of this amount, the statement of claim asserts that approximately $150,000 is related to the steam generation equipment, and alleges failure on our part in connection with our performance under our steam generation equipment supply contract; those damages are claimed jointly against us and our client. The claims against us by the erection contractor allege negligence and, in its purported capacity as a third party beneficiary and assignee of our steam generation equipment supply contract, breach of contract.

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Derivative Financial Intruments (Schedule of Interest Rate Derivatives) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Derivative Instruments, Gain (Loss) [Line Items]
Unrealized gain/(loss) recognized in other comprehensive income	$ 1,259	$ (629)	$ 811	$ (1,785)
Loss reclassified from accumulated other comprehensive loss to net income	$ 630	$ 450	$ 1,255	$ 935

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Pensions and Other Postretirement Benefits (Pension benefits contributions) (Details) (Non-U.S. Pension Plan [Member], USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2013
Non-U.S. Pension Plan [Member]
Contributions made through period end	$ 10,000
Remaining contributions expected for fiscal year 2013	10,700
Contributions expected for fiscal year 2013	$ 20,700

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Goodwill and Other Intangible Assets (Intangible assets amortization schedule) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Goodwill and Other Intangible Assets
Amortization expense	$ 3,985	$ 2,530	$ 8,039	$ 5,552
Amortization expense - forecast for 2013	17,500		17,500
Amortization expense - forecast for 2014	18,400		18,400
Amortization expense - forecast for 2015	13,800		13,800
Amortization expense - forecast for 2016	11,300		11,300
Amortization expense - forecast for 2017	$ 10,900		$ 10,900

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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Net income	$ 71,710	$ 35,117	$ 88,015	$ 78,160
Foreign currency translation adjustments:
Foreign currency translation adjustments, net of tax	(5,301)	(23,592)	(19,714)	(9,320)
Cash flow hedges adjustments:
Unrealized gain/(loss)	2,126	(965)	1,308	(2,991)
Tax impact	(704)	444	(496)	1,193
Unrealized gain/( loss), net of tax	1,422	(521)	812	(1,798)
Reclassification for losses included in net income (see Note 8 for further information)	1,149	840	2,284	1,736
Tax impact	(381)	(368)	(669)	(698)
Reclassification for losses included in net income, net of tax	768	472	1,615	1,038
Total cash flow hedges adjustments, net of tax	2,190	(49)	2,427	(760)
Amortization included in net periodic pension cost (see Note 6 for further information):
Amortization for net actuarial loss	4,933	4,442	9,597	8,698
Tax impact	(556)	(398)	(1,005)	(791)
Amortization for net actuarial loss, net of tax	4,377	4,044	8,592	7,907
Amortization for prior service credit	(1,260)	(1,274)	(2,524)	(2,546)
Tax impact	91	101	182	200
Amortization for prior service credit, net of tax	(1,169)	(1,173)	(2,342)	(2,346)
Amortization for transition obligation	14	12	28	25
Tax impact	3	3	6	7
Amortization for transition obligation, net of tax	17	15	34	32
Total pension and other postretirement benefits adjustments, net of tax	3,225	2,886	6,284	5,593
Other comprehensive (loss)/income, net of tax	114	(20,755)	(11,003)	(4,487)
Comprehensive income	71,824	14,362	77,012	73,673
Less: Comprehensive income attibutable to noncontrolling interests	648	2,701	3,140	6,423
Comprehensive income attributable to Foster Wheeler AG	$ 71,176	$ 11,661	$ 73,872	$ 67,250

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Guarantees and Warranties

6 Months Ended

Jun. 30, 2013

Guarantees and Warranties [Abstract]

Guarantees and Warranties

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 Payment	June 30, 2013		December 31, 2012
Environmental indemnifications	No limit	$	7,500	$	8,500
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.

	Six Months Ended June 30,
Warranty Liability:		2013		2012
Balance at beginning of year	$	90,100	$	93,000
Accruals		11,700		17,000
Settlements		(8,000)		(9,900)
Adjustments to provisions*		(9,700)		(9,800)
Foreign currency translation		(1,500)		600
Balance at end of period	$	82,600	$	90,900

_________________

• Adjustments to the provisions represent reversals of warranty provisions that are no longer required.

We are contingently liable under standby letters of credit, bank guarantees and surety bonds, totaling $952,300 and $1,015,900 as of June 30,2013 and December 31, 2012, respectively, primarily for guarantees of our performance on projects currently in execution or under warranty. These amounts include the standby letters of credit issued underour senior unsecured credit agreement discussed in Note 5 and under 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 located in Chile in which we hold a noncontrolling interest. See Note 3 for further information.

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CONSOLIDATED BALANCE SHEET- (Parenthetical) (CHF)	Jun. 30, 2013	Dec. 31, 2012
Consolidated Balance Sheet (Parenthetical) [Abstract]
Registered share par value in CHF	3.00	3.00
Registered shares authorized	171,302,779	171,018,974
Registered shares conditionally authorized	59,085,918	59,369,723
Registered shares issued	108,984,823	108,701,018
Registered shares outstanding	98,133,694	104,441,589
Treasury shares outstanding	10,851,129	4,259,429

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Share-Based Compensation Plans (Reconciliation of temporary equity) (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
Share - Based Compensation Plans [Abstract]
Balance at beginning of year	$ 8,594	$ 4,993
Compensation cost during the period for those equity awards with intrinsic value on the grant date	7,342	6,600
Intrinsic value of equity awards vested during the period for those equity awards with intrinsic value on the grant date	(5,273)	(3,224)
Balance at end of period	$ 10,663	$ 8,369

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CONSOLIDATED STATEMENT OF OPERATIONS (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
CONSOLIDATED STATEMENT OF OPERATIONS
Operating revenues	$ 863,407	$ 936,462	$ 1,653,551	$ 1,864,052
Cost of operating revenues	709,800	797,529	1,380,498	1,585,036
Contract profit	153,607	138,933	273,053	279,016
Selling, general and administrative expenses	89,801	85,289	180,133	168,430
Other income, net	(18,014)	(10,515)	(22,765)	(18,653)
Other deductions, net	10,490	12,174	15,802	16,237
Interest income	(1,482)	(2,947)	(2,944)	(6,114)
Interest expense	3,916	4,249	6,588	7,665
Net asbestos-related (gain)/provision	(13,750)	3,713	(11,750)	5,710
Income from continuing operations before income taxes	82,646	46,970	107,989	105,741
Provision for income taxes	13,319	12,291	18,479	27,175
Income from continuing operations	69,327	34,679	89,510	78,566
Discontinued Operations:
Income/(loss) from discontinued operations before income taxes	2,383	438	(1,495)	(406)
Provision for income taxes from discontinued operations	0	0	0	0
Income/(loss) from discontinued operations	2,383	438	(1,495)	(406)
Net income	71,710	35,117	88,015	78,160
Less: Net income attributable to noncontrolling interests	1,011	4,258	4,290	6,655
Net income attributable to Foster Wheeler AG	70,699	30,859	83,725	71,505
Amounts attributable to Foster Wheeler AG:
Income from continuing operations attributable to Foster Wheeler AG	68,316	30,421	85,220	71,911
Income/(loss) from discontinued operations	2,383	438	(1,495)	(406)
Net income attributable to Foster Wheeler AG	$ 70,699	$ 30,859	$ 83,725	$ 71,505
Basic earnings per share:
Income from continuing operations attributable to Foster Wheeler AG (see Note 1)	$ 0.68	$ 0.29	$ 0.83	$ 0.66
Income/(loss) from discontinued operations attributable to Foster Wheeler AG	$ 0.03	$ 0	$ (0.01)	$ 0
Net income attributable to Foster Wheeler AG	$ 0.71	$ 0.29	$ 0.82	$ 0.66
Diluted earnings per share:
Income from continuing operations attributable to Foster Wheeler AG (see Note 1 )	$ 0.68	$ 0.29	$ 0.83	$ 0.66
income/(loss) from discontinued operations attributable to Foster Wheeler AG	$ 0.03	$ 0	$ (0.01)	$ 0
Net income attributable to Foster Wheeler AG	$ 0.71	$ 0.29	$ 0.82	$ 0.66

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Pensions and Other Postretirement Benefits (Components of net periodic benefit cost and changes recognized in other comprehensive income) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Pension Plans, Defined Benefit [Member]
Defined Benefit Plan, Net Periodic Benefit Cost/(Credit):
Service cost	$ 292	$ 262	$ 592	$ 537
Interest cost	12,710	13,187	25,539	26,321
Expected return on plan assets	(16,097)	(16,058)	(32,388)	(32,073)
Amortization of net actuarial loss/(gain)	4,683	4,349	9,157	8,485
Amortization of prior service (credit)/cost	(386)	(396)	(776)	(789)
Amortization of transition obligation	14	12	28	25
Net periodic benefit cost/(credit)	1,216	1,356	2,152	2,506
Other Postretirement Benefit Plans, Defined Benefit [Member]
Defined Benefit Plan, Net Periodic Benefit Cost/(Credit):
Service cost	10	12	28	36
Interest cost	552	569	1,411	1,374
Expected return on plan assets	0	0	0	0
Amortization of net actuarial loss/(gain)	250	93	440	213
Amortization of prior service (credit)/cost	(874)	(878)	(1,748)	(1,757)
Amortization of transition obligation	0	0	0	0
Net periodic benefit cost/(credit)	$ (62)	$ (204)	$ 131	$ (134)

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Share-Based Compensation Plans (Tables)

6 Months Ended

Jun. 30, 2013

Share - Based Compensation Plans [Abstract]

Share-Based Compensation Expense and Related Tax-Table

	Quarter Ended June 30,				Six Months Ended June 30,
		2013		2012		2013		2012
Share-based compensation	$	4,891	$	5,768	$	9,481	$	10,694
Related income tax benefit		261		149		446		259

Reconciliation of Temporary Equity-Table

		Six Months Ended June 30,
		2013		2012
Balance at beginning of year		$	8,594	$	4,993
Compensation cost during the period for those equity awards with
	intrinsic value on the grant date		7,342		6,600
Intrinsic value of equity awards vested during the period for
	those equity awards with intrinsic value on the grant date		(5,273)		(3,224)
Balance at end of period		$	10,663	$	8,369

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Investments (Tables)

6 Months Ended

Jun. 30, 2013

Investments

Equity Method Investments, Summarized Financial Data - Table

	June 30, 2013				December 31, 2012
		Italy		Chile		Italy		Chile
Balance Sheet Data:
Current assets	$	133,905	$	47,410	$	142,584	$	137,626
Other assets (primarily buildings and equipment)		349,136		93,743		358,366		98,550
Current liabilities		99,621		23,920		91,085		60,082
Other liabilities (primarily long-term debt)		193,420		16,183		214,025		23,061
Net assets	$	190,000	$	101,050	$	195,840	$	153,033

	Quarter Ended June 30,								Six Months Ended June 30,
	2013				2012				2013				2012
		Italy		Chile		Italy		Chile		Italy		Chile		Italy		Chile
Income Statement Data:
Total revenues	$	34,006	$	23,736	$	45,989	$	26,089	$	67,015	$	41,329	$	82,740	$	50,890
Gross profit		13,806		14,343		12,217		14,776		14,002		23,558		10,452		28,677
Income before income taxes		12,006		13,253		9,717		14,198		10,353		22,138		5,470		28,396
Net earnings		8,010		10,364		5,996		11,571		6,739		17,232		3,647		23,367

Equity in the Net Earnings of Unconsolidated Affiliates- Table

	Quarter Ended June 30,				Six Months Ended June 30,
		2013		2012		2013		2012
Equity in the net earnings of unconsolidated affiliates	$	16,334	$	8,911	$	20,438	$	15,819
Distributions from equity affiliates	$	53,990	$	23,145	$	55,933	$	31,917
					June 30, 2013		December 31, 2012
Investments in unconsolidated affiliates					$	151,815	$	187,363

Refinery/Power Generation Project in Chile - Table

		Quarter Ended June 30,				Six Months Ended June 30,
			2013		2012		2013		2012
Fees for operations and maintenance services
	(included in operating revenues)	$	2,795	$	2,623	$	5,599	$	5,257
						June 30, 2013		December 31, 2012
Receivable from our unconsolidated affiliate
	in Chile (included in trade receivables)					$	3,166	$	16,933

Schedule of Variable Interests - Table

Balance Sheet Data (excluding intercompany balances):	June 30, 2013		December 31, 2012
Current assets	$	5,439	$	15,610
Other assets (primarily buildings and equipment)		38,003		39,194
Current liabilities		2,522		4,825
Other liabilities		4,633		5,452
Net assets	$	36,287	$	44,527

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Goodwill and Other Intangible Assets (Finite-lived intangible assets table) (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Total identifiable intangible assets - Gross Carrying Amount	$ 208,952	$ 184,329
Total identifiable intangible assets - Accumulated Amortization	(86,874)	(79,229)
Total identifiable intangible assets - net carrying amount	122,078	105,100
Patents [Member]
Total identifiable intangible assets - Gross Carrying Amount	41,018	41,103
Total identifiable intangible assets - Accumulated Amortization	(33,188)	(32,273)
Total identifiable intangible assets - net carrying amount	7,830	8,830
Trademarks [Member]
Total identifiable intangible assets - Gross Carrying Amount	64,596	64,582
Total identifiable intangible assets - Accumulated Amortization	(32,457)	(31,483)
Total identifiable intangible assets - net carrying amount	32,139	33,099
Customer Relationships Pipeline And Backlog [Member]
Total identifiable intangible assets - Gross Carrying Amount	96,803	72,050
Total identifiable intangible assets - Accumulated Amortization	(19,829)	(14,531)
Total identifiable intangible assets - net carrying amount	76,974	57,519
Patented Technology [Member]
Total identifiable intangible assets - Gross Carrying Amount	6,535	6,594
Total identifiable intangible assets - Accumulated Amortization	(1,400)	(942)
Total identifiable intangible assets - net carrying amount	$ 5,135	$ 5,652

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Derivative Financial Instruments (Income on Derivatives) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Derivative Instruments, Gain (Loss) [Line Items]
Amount of gain/(loss) recognized in income on derivatives	$ 3,157	$ (3,659)	$ (5,439)	$ (422)
Cost of Operating Revenues [Member] | Foreign Exchange Contract [Member] | Not Designated as Hedging Instrument [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Amount of gain/(loss) recognized in income on derivatives	3,404	(3,646)	(3,916)	(500)
Other deductions, net [Member] | Foreign Exchange Contract [Member] | Not Designated as Hedging Instrument [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Amount of gain/(loss) recognized in income on derivatives	$ (247)	$ (13)	$ (1,523)	$ 78

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Litigation and Uncertainties (Asbestos-Related Open Claims Rollforward) (Details) (United States [Member])	3 Months Ended		6 Months Ended
	Jun. 30, 2013 claims	Jun. 30, 2012 claims	Jun. 30, 2013 claims	Jun. 30, 2012 claims
United States [Member]
Open claims at beginning of period	125,480	124,280	125,310	124,540
New claims	1,250	1,180	2,460	2,340
Claims resolved	(1,920)	(780)	(2,960)	(2,200)
Open claims at end of period	124,810	124,680	124,810	124,680

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Investments (Equity in the Net Earnings of Partially Owned Affiliates - Table) (Details) (Chile and Italy [Member], USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012	Dec. 31, 2012
Chile and Italy [Member]
Schedule of Equity Method Investments [Line Items]
Equity in the net earnings of unconsolidated affiliates	$ 16,334	$ 8,911	$ 20,438	$ 15,819
Distributions from equity affiliates	53,990	23,145	55,933	31,917
Investment in unconsolidated affiliates	$ 151,815		$ 151,815		$ 187,363

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Summary of Significant Accounting Policies (Options not included in diluted earnings calculation) (Details)	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Options not included in the computation of diluted earnings per share	1,548,745	2,850,267	1,548,745	2,021,500
Performance Based Restricted Stock Units [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Options not included in the computation of diluted earnings per share	1,166,400	389,269	1,166,400	389,269

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Summary of Significant Accounting Policies (Narrative) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012	Dec. 31, 2012
Assumed recovery of commercial claims	$ 7,800		$ 7,800		$ 8,800
Reclassifications from accumulated other comprehensive loss related to cash flow hedges	768	472	1,615	1,038
Global Power Group [Member]
Favorable subcontract settlement recognized in the changes in final estimated contract profit revisions				$ 6,900

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Pensions and Other Postretirement Benefits

6 Months Ended

Jun. 30, 2013

Pensions and Other Postretirement Benefits [Abstract]

Pensions and Other Postretirement Benefits

6. Pensions and Other Postretirement Benefits

We have defined benefit pension plans in the United States, or U.S., the United Kingdom, or U.K., Canada, Finland, France, India and South Africa, and we have other postretirement benefit plansfor health care and life insurance benefits in the U.S. and Canada.

Defined Benefit Pension Plans — Our defined benefit pension plans, or pension plans, cover certain full-time employees. Under the pension plans, retirement benefits are primarily a function of both years of service and level of compensation. The U.S. pension plans, which are closed to new entrants and additional benefit accruals, and the Canada, Finland, France and India pension plans are non-contributory. The U.K. pension plan, which is closed to new entrants and additional benefit accruals, and the South Africa pension plan are both contributory plans.

Based on the minimum statutory funding requirements for 2013, we are not required to make any mandatory contributions to our U.S. pension plans. The following table provides details on 2013 mandatory contribution activity for our non-U.S. pension plans:

Contributions in the six months ended June 30, 2013	$	10,000
Remaining contributions expected for the year 2013		10,700
Contributions expected for the year 2013	$	20,700

We did not make any discretionary contributions during the first six months of 2013; however, we may elect to make discretionary contributions to our U.S. and/or non-U.S. pension plans during the remainder of 2013.

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

Components of net periodic benefit cost/(credit)include:

		Defined Benefit Pension Plans								Other Postretirement Benefit Plans
	Quarter Ended				Six Months Ended				Quarter Ended				Six Months Ended
	June 30,				June 30,				June 30,				June 30,
		2013		2012		2013		2012		2013		2012		2013		2012
Net periodic benefit cost/(credit):
Service cost	$	292	$	262	$	592	$	537	$	10	$	12	$	28	$	36
Interest cost		12,710		13,187		25,539		26,321		552		569		1,411		1,374
Expected return on plan assets		(16,097)		(16,058)		(32,388)		(32,073)		-		-		-		-
Amortization of net actuarial loss		4,683		4,349		9,157		8,485		250		93		440		213
Amortization of prior service credit		(386)		(396)		(776)		(789)		(874)		(878)		(1,748)		(1,757)
Amortization of transition obligation		14		12		28		25		-		-		-		-
Net periodic benefit cost/(credit)	$	1,216	$	1,356	$	2,152	$	2,506	$	(62)	$	(204)	$	131	$	(134)

The components of net periodic benefit cost are recognized within cost of operating revenues and selling, general and administrative expenses on our consolidated statement of operations. Please refer to Note 1 for further discussion on the timing of when items in cost of operating revenues are recognized on our consolidated statement of operations under our accounting policy for revenue recognition on long-term contracts, which utilizes the percentage-of-completion method.The offsetting effect of the amortization components of net periodic benefit cost listed aboveare included in other comprehensive income on our consolidated statement of comprehensive income along with their corresponding taxeffects.

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Business Segments (Reconciliation of EBITDA to Net Income Attributable to Foster Wheeler - Table) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended				6 Months Ended
	Jun. 30, 2013		Jun. 30, 2012		Jun. 30, 2013		Jun. 30, 2012
Total EBITDA	$ 101,388		$ 60,175		$ 141,507		$ 132,141
EBITDA from continuing operations	99,005		58,523		139,083		130,114
EBITDA from discontinued operations	2,383		1,652		2,424		2,027
Less: EBITDA from discontinued operations	2,383		1,652		2,424		2,027
EBITDA from continuing operations	99,005		58,523		139,083		130,114
Add: Net income attributable to noncontrolling interests	1,011		4,258		4,290		6,655
Less: Interest expense	3,916		4,249		6,588		7,665
Less: Depreciation and amortization	13,454		11,562		28,796		23,363
Income from continuing operations before income taxes	82,646		46,970		107,989		105,741
Less: Provision for income taxes	13,319		12,291		18,479		27,175
Income from continuing operations	69,327		34,679		89,510		78,566
Income/(loss) from discontinued operations	2,383		438		(1,495)		(406)
Net income	71,710		35,117		88,015		78,160
Less: Net income attributable to noncontrolling interests	1,011		4,258		4,290		6,655
Net income attributable to Foster Wheeler AG	70,699		30,859		83,725		71,505
Net increase in contract profit from the regular revaluation of final estimated contract profit revisions	16,500		8,200		41,500		31,600
Net asbestos-related (gain)/provision	(13,750)		3,713		(11,750)		5,710
Charges for severance-related postemployment benefits	2,400		0		4,400		0
Global E and C Group [Member]
EBITDA from continuing operations	62,133		39,917		97,321		86,845
EBITDA from continuing operations	62,133		39,917		97,321		86,845
Net increase in contract profit from the regular revaluation of final estimated contract profit revisions	5,400	[1],[2]	(2,800)	[1],[2]	22,000	[1],[2]	5,100	[1],[2]
Net asbestos-related (gain)/provision	0	[3]	1,700	[3]	0	[3]	1,700	[3]
Charges for severance-related postemployment benefits	1,700		0		2,900		0
Global Power Group [Member]
EBITDA from continuing operations	45,584		42,198		70,271		94,139
EBITDA from continuing operations	45,584		42,198		70,271		94,139
Net increase in contract profit from the regular revaluation of final estimated contract profit revisions	11,100	[1],[2]	11,000	[1],[2]	19,500	[1],[2]	26,500	[1],[2]
Charges for severance-related postemployment benefits	700		0		1,100		0
Favorable subcontract settlement recognized in the changes in final estimated contract profit revisions							6,900
C and F Group [Member]
EBITDA from continuing operations	(8,712)	[4]	(23,592)	[4]	(28,509)	[4]	(50,870)	[4]
EBITDA from continuing operations	(8,712)	[4]	(23,592)	[4]	(28,509)	[4]	(50,870)	[4]
Net asbestos-related (gain)/provision	(13,800)	[3]	2,000	[3]	(11,800)	[3]	4,000	[3]
Charges for severance-related postemployment benefits	$ 0		$ 0		$ 400		$ 0

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

[2] The changes in final estimated contract profit revisions for our Global Power Group were increased during the six months ended June 30, 2012 for a favorable settlement with a subcontractor of approximately $6,900.

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

[4] Includes general corporate income and expense, our captive insurance operation and the elimination of transactions and balances related to intercompany interest.

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Business Segments (Tables)

6 Months Ended

Jun. 30, 2013

Business Segments [Abstract]

Operating Revenues by Industry, Operating Segment and Geographic Regions - Table

	Quarter Ended June 30,				Six Months Ended June 30,
		2013		2012		2013		2012
Operating Revenues (Third-Party) by Industry:
Power generation	$	186,991	$	262,321	$	369,455	$	514,436
Oil refining		359,894		360,750		683,632		685,911
Pharmaceutical		40,552		13,614		78,398		26,593
Oil and gas		86,223		183,563		171,481		415,114
Chemical/petrochemical		134,368		77,427		236,547		145,747
Power plant operation and maintenance		38,882		28,349		83,509		52,123
Environmental		1,621		2,456		2,845		4,644
Other, net of eliminations		14,876		7,982		27,684		19,484
Total	$	863,407	$	936,462	$	1,653,551	$	1,864,052
Operating Revenues (Third-Party) by Business Segment:
Global E&C Group	$	662,719	$	666,142	$	1,250,693	$	1,337,015
Global Power Group		200,688		270,320		402,858		527,037
Total	$	863,407	$	936,462	$	1,653,551	$	1,864,052
Operating Revenues (Third-Party) by Geographic Region:
Africa	$	20,735	$	24,909	$	39,647	$	47,661
Asia Pacific		211,262		310,928		404,275		716,600
Europe		215,647		240,155		403,836		458,932
Middle East		79,879		64,565		144,802		112,849
North America		282,419		208,130		524,013		361,115
South America		53,465		87,775		136,978		166,895
Total	$	863,407	$	936,462	$	1,653,551	$	1,864,052

Segment Reporting Information - Table

			Quarter Ended June 30,				Six Months Ended June 30,
				2013		2012		2013		2012
EBITDA:
	Global E&C Group		$	62,133	$	39,917	$	97,321	$	86,845
	Global Power Group			45,584		42,198		70,271		94,139
	C&F Group *			(8,712)		(23,592)		(28,509)		(50,870)
	Discontinued operations			2,383		1,652		2,424		2,027
		Total EBITDA		101,388		60,175		141,507		132,141
	Less: Discontinued operations			2,383		1,652		2,424		2,027
		EBITDA from continuing operations		99,005		58,523		139,083		130,114
Add: Net income attributable to noncontrolling interests				1,011		4,258		4,290		6,655
Less: Interest expense				3,916		4,249		6,588		7,665
Less: Depreciation and amortization				13,454		11,562		28,796		23,363
Income from continuing operations before income taxes				82,646		46,970		107,989		105,741
Less: Provision for income taxes				13,319		12,291		18,479		27,175
Income from continuing operations				69,327		34,679		89,510		78,566
Income/(loss) from discontinued operations				2,383		438		(1,495)		(406)
Net income				71,710		35,117		88,015		78,160
Less: Net income attributable to noncontrolling interests				1,011		4,258		4,290		6,655
Net income attributable to Foster Wheeler AG			$	70,699	$	30,859	$	83,725	$	71,505
______________
* Includes general corporate income and expense, our captive insurance operation and the elimination of transactions and balances related to intercompany interest.
EBITDA in the above table includes the following:			Quarter Ended June 30,				Six Months Ended June 30,
				2013		2012		2013		2012
Net increase/(decrease) in contract profit from the regular
	revaluation of final estimated contract profit revisions:(1)
	Global E&C Group		$	5,400	$	(2,800)	$	22,000	$	5,100
	Global Power Group(2)			11,100		11,000		19,500		26,500
		Total	$	16,500	$	8,200	$	41,500	$	31,600
Net asbestos-related (gain)/provision:(3)
	Global E&C Group			-		1,700		-		1,700
	C&F Group			(13,800)		2,000		(11,800)		4,000
		Total	$	(13,800)	$	3,700	$	(11,800)	$	5,700
Charges for severance-related postemployment benefits:
	Global E&C Group		$	1,700	$	-	$	2,900	$	-
	Global Power Group			700		-		1,100		-
	C&F Group			-		-		400		-
		Total	$	2,400	$	-	$	4,400	$	-

______________

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

(2)The changes in final estimated contract profit revisions for our Global Power Group were increased during the six months ended June 30, 2012 for a favorable settlement with a subcontractor of approximately $6,900.

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

Income/(loss) from Discontinued Operations Table

	Quarter Ended June 30,				Six Months Ended June 30,
		2013		2012		2013		2012
EBITDA from discontinued operations	$	2,383	$	1,652	$	2,424	$	2,027
Less: Interest expense		-		-		-		-
Less: Depreciation and amortization*		-		1,214		3,919		2,433
Income/(loss) from discontinued operations before income taxes*		2,383		438		(1,495)		(406)
Less: Provision for income taxes		-		-		-		-
Income/(loss) from discontinued operations*	$	2,383	$	438	$	(1,495)	$	(406)

__________________

*        During the six months ended June 30, 2013, we recorded an impairment charge of $3,919 at our Camden, New Jersey waste-to-energy facility which was recorded as depreciation expense withinincome/(loss)from discontinued operations. Please refer to Note 13 for further information.

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Investments (Narrative) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Project Which Generates Earnings From Royalty Payments Linked to the Price of Natural Gas in Italy [Member]
Investment in unconsolidated affiliates	50.00%		50.00%
Waste-to-Energy Project in Italy [Member]
Investment in unconsolidated affiliates	39.00%		39.00%
Wind Farm Project in Italy [Member]
Investment in unconsolidated affiliates	50.00%		50.00%
Refinery / Power Generation Project in Chile [Member]
Investment in unconsolidated affiliates	85.00%		85.00%
Chile [Member]
Equity in the net earnings/(loss) of unconsolidated affiliates	$ 12,827	$ 6,121	$ 17,054	$ 13,391
Debt service letter of credit	10,000		10,000
Guarantee for obligation under Chile based project operation and maintenance agreement	20,000		20,000
Equity Earnings Increase Resulted From Prior Year Revised Earnings Allocation	3,200		3,200
Equity Earnings Increase From Reveral Of Insurance Related Contingency	3,000		3,000
Italy [Member]
Equity in the net earnings/(loss) of unconsolidated affiliates	$ 3,507	$ 2,790	$ 3,384	$ 2,428
Two Electric Power Generation Projects in Italy [Member]
Investment in unconsolidated affiliates	41.65%		41.65%

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Share-Based Compensation Plans

6 Months Ended

Jun. 30, 2013

Share - Based Compensation Plans [Abstract]

Share-Based Compensation Plans

9. Share-Based Compensation Plans

Our share-based compensation plans include both stock options and restricted awards. The following table summarizes our share-based compensation expense and related income tax benefit:

	Quarter Ended June 30,				Six Months Ended June 30,
		2013		2012		2013		2012
Share-based compensation	$	4,891	$	5,768	$	9,481	$	10,694
Related income tax benefit		261		149		446		259

As of June 30, 2013, we had total unrecognized compensation cost related to restricted share units, or RSUs, performance-based restricted share units, or performance RSUs, and stock options of $18,450,$9,496and $5,018,respectively. Those amounts are expected to be recognized as expense over a weighted-average period of approximately two years.

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

Under our performance RSU awards, the number of restricted share units that ultimately vest depend on our share price performance against specified performance goals, which are defined in our performance RSU award agreements. We estimate the grant date fair value of each performance RSU award using a Monte Carlo valuation model. We then recognize the fair value of each performance RSU award as compensation expense ratably using the straight-line attribution method over the service period (generally the vesting period).

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 a “look-back” period which coincides with the expected term, defined below. We believe using a “look-back” period which coincides with the expected term is the most appropriate measure for determining expected volatility.

• 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.

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 current accounting guidance regarding the 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.

Reconciliations of temporary equity for the six months endedJune 30, 2013 and 2012 were as follows:

		Six Months Ended June 30,
		2013		2012
Balance at beginning of year		$	8,594	$	4,993
Compensation cost during the period for those equity awards with
	intrinsic value on the grant date		7,342		6,600
Intrinsic value of equity awards vested during the period for
	those equity awards with intrinsic value on the grant date		(5,273)		(3,224)
Balance at end of period		$	10,663	$	8,369

Our articles of association provide for conditional capital for the issuance of shares under our share-based compensation plans and other convertible or exercisable 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 awards, with an offsetting increase to our issued and authorized share capital. As of June 30, 2013, our remaining available conditional capital was 59,085,918 shares.

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Borrowings

6 Months Ended

Jun. 30, 2013

Borrowings [Abstract]

Borrowings

5. Borrowings

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

			June 30, 2013						December 31, 2012
			Current		Long-term		Total		Current		Long-term		Total
Capital Lease Obligations			$	2,543	$	52,368	$	54,911	$	2,545	$	53,780	$	56,325
Special-Purpose Limited Recourse Project Debt:
	FW Power S.r.l.			8,679		56,686		65,365		9,215		61,575		70,790
	Energia Holdings, LLC at 11.443% interest,
		due April 15, 2015		2,040		5,355		7,395		1,912		7,396		9,308
Subordinated Robbins Facility Exit Funding Obligations:
	1999C Bonds at 7.25% interest, due October 15, 2024			-		1,283		1,283		-		1,283		1,283
Total			$	13,262	$	115,692	$	128,954	$	13,672	$	124,034	$	137,706
Estimated fair value							$	143,800					$	155,718

Senior Credit Agreement — On August 3, 2012, we entered into a new five-year senior unsecured credit agreement, which replaced our amended and restated senior unsecured credit agreement from July 2010. Our new senior credit agreementprovides for an unsecured revolving line of credit of $750,000 and contains an increase option permitting us, subject to certain requirements, to arrange with existing lenders and/or new lenders to provide up to an aggregate of $300,000 in additional commitments. During the term of this senior credit agreement, we may request, subject to certain requirements, up to two one-year extensions of the contractual termination date.

We can issue up to $750,000 under the letter of credit portion of the facility. Letters of credit issued under our new senior credit agreement have performance pricing that is decreased (or increased) as a result of improvements (or reductions) in our corporate credit ratings, as defined in the senior credit agreement. Based on our current credit ratings, letter of credit fees for performance and non-performance letters of credit issued under our new senior credit agreement are 0.75% and 1.50% per annum of the outstanding amount, respectively, excluding a nominal fronting fee. We also have the option to use up to $250,000 of the $750,000 for revolving borrowings at a rate equal to adjusted LIBOR, as defined in the senior credit agreement, plus 1.50%, subject also to the performance pricing noted above.

Fees and expenses incurred in conjunction with the execution of our new senior credit agreement were approximately $4,000 and, along with a portion of the remaining unamortized fees from our July 2010 agreement, are being amortized to expense over the five-year term of the agreement, which commenced in the third quarter of 2012.

Ournew senior credit agreement contains various customary restrictive covenants. In addition, ournew senior credit agreement contains financial covenants relating to leverage and interest coverage ratios. Our total leverage ratio compares total indebtedness to EBITDA, as defined in the credit agreement, and our total interest coverage ratio compares EBITDA, as defined in the credit agreement, to interest expense. Both the leverage and interest coverage ratios are measured quarterly. In addition, the leverage ratio is measured as of any date of determination for certain significant events. All such terms are defined in ournew senior credit agreement. We have been in compliance with all financial covenants and other provisions of both our August 2012 and our July 2010 senior credit agreements, while the respective agreements were in effect during the six months endedJune 30, 2013 and 2012.

We had approximately $250,600 of letters of credit outstanding under our senior credit agreement as of both June 30, 2013 and December 31, 2012. The letter of credit fees under our senior credit agreement as of June 30, 2013 and December 31, 2012ranged from 0.75% to 1.50% of the outstanding amount, excluding fronting fees. There were no funded borrowings outstanding under our senior credit agreement in effect as of June 30, 2013 and December 31, 2012.

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CONSOLIDATED STATEMENT OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$ 88,015	$ 78,160
Adjustments to reconcile net income to cash flows from operating activities:
Depreciation and amortization	28,796	23,363
Net asbestos-related provision	4,000	5,710
Share-based compensation expense	9,481	10,694
Excess tax shortfall related to share-based compensation	88	57
Deferred income tax provision	764	1,830
Loss/(gain) on sale of assets	51	(124)
Dividends, net of equity in earnings of unconsolidated affiliates	35,437	10,511
Other noncash items, net	55	0
Changes in assets and liabilities, net of effects from aquisitions:
Increase in receivables	(18,265)	(107,330)
Net change in contracts in process and billings in excess of costs and estimated earnings on uncompleted contracts	(8,344)	(22,537)
(Decrease)/increase in accounts payable and accrued expenses	(13,405)	94,528
Net change in other current assets and liabilities	(34,987)	(2,458)
Net change in other long-term assets and liabilities	(25,189)	(12,297)
Net cash provided by operating activities-continuing operations	66,497	80,107
Net cash (used in)/provided by operating activities-discontinued operations	(441)	437
Net cash used in operating activities	66,056	80,544
CASH FLOWS FROM INVESTING ACTIVITIES
Payments related to acquisition of a business, net of cash acquired	(50,800)	0
Change in restricted cash	12,407	8,103
Capital expenditures	(17,534)	(16,024)
Proceeds from sale of assets	266	279
Return of investment from unconsolidated affiliates	87	6,207
Investments in and advances to unconsolidated affiliates	0	(1,090)
Proceeds from sale of short-term investments	0	1,255
Net cash used in investing activities- continuing operations	(55,574)	(1,270)
Net cash provided by/( used in) investing activities- discontinued operations	441	(437)
Net cash used in investing activities	(55,133)	(1,707)
CASH FLOWS FROM FINANCING ACTIVITIES
Repurchase of shares	(150,131)	(10,955)
Distributions to noncontrolling interests	(10,514)	(11,734)
Proceeds from stock options exercised	1,891	603
Excess tax shortfall related to share-based compensation	(88)	(57)
Repayment of debt and capital lease obligations	(8,010)	(6,474)
Net cash used in financing activities	(166,852)	(28,617)
Effect of exchange rate changes on cash and cash equivalents	(11,655)	(1,010)
(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS	(167,584)	49,210
Less: Increase/(decrease) in cash and cash equivalents-discontinued operations	0	0
(Decrease)/increase in cash and equivalents-continuing operations	(167,584)	49,210
Cash and cash equivalents at beginning of year	582,322	718,049
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$ 414,738	$ 767,259

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Guarantees and Warranties (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2013		Jun. 30, 2012		Dec. 31, 2012
Warranty Liability
Balance at beginning of year	$ 90,100		$ 93,000
Accruals	11,700		17,000
Settlements	(8,000)		(9,900)
Adjustments to provisions	(9,700)	[1]	(9,800)	[1]
Foreign currency translation	(1,500)		600
Balance at end of period	82,600		90,900
Amount we are contingently liable for under standby letters of credit, bank guarantees and surety bonds	952,300				1,015,900
Environmental Indemnifications [Member]
Maximum Potential Payment	No limit
Carrying Amount of Liability	7,500				8,500
Tax Indemnifications [Member]
Maximum Potential Payment	No limit
Carrying Amount of Liability	$ 0				$ 0

[1]  Adjustments to the provisions represent reversals of warranty provisions that are no longer required.

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Borrowings (Components of long-term debt) (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Current	$ 13,262	$ 13,672
Long-term	115,692	124,034
Total	128,954	137,706
Estimated fair value of long-term debt	143,800	155,718
Capital Lease Obligations [Member]
Current	2,543	2,545
Long-term	52,368	53,780
Total	54,911	56,325
Secured Debt-FW Power Srl [Member]
Current	8,679	9,215
Long-term	56,686	61,575
Total	65,365	70,790
Secured Debt - Energia Holdings [Member]
Current	2,040	1,912
Long-term	5,355	7,396
Total	7,395	9,308
1999C Bonds [Member]
Current	0	0
Long-term	1,283	1,283
Total	$ 1,283	$ 1,283

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Summary of Significant Accounting Policies (Projects with final estimated contract profit revisions whose impact exceeded $1 million) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013 Projects	Jun. 30, 2012 Projects	Jun. 30, 2013 Projects	Jun. 30, 2012 Projects
Summary of Significant Accounting Policies [Abstract]
Number of contracts that had final estimated contract profit revisions whose impact on contract profit exceeded $1 million	12	9	23	17
Net increase in contract profit from the regular revaluation of final estimated contract profit revisions	$ 16,500	$ 8,200	$ 41,500	$ 31,600

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Litigation and Uncertainties (US Asbestos related assets and liabilities - Table) (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Asbestos-related assets:
Asbestos related insurance recovery receivable	$ 127,362	$ 132,438
Asbestos-related liabilities:
Asbestos-related liability	242,874	259,350
United States [Member]
Asbestos-related assets:
Accounts and notes receivable-other	23,260	33,626
Asbestos related insurance recovery receivable	100,717	102,751
Total asbestos-related assets	123,977	136,377
Asbestos-related liabilities:
Accrued expenses	38,962	47,900
Asbestos-related liability	214,096	227,400
Total asbestos-related liabilities	253,058	275,300
Liability balance by claim category:
Open claims	39,141	42,700
Future unasserted claims	213,917	232,600
Total asbestos-related liabilities	$ 253,058	$ 275,300

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Share-Based Compensation Plans (Narrative) (Details) (USD $) In Thousands, except Share data, unless otherwise specified	6 Months Ended
	Jun. 30, 2013
Number of years of weighted-average period expected to be recognized as expense	2 years 0 months 0 days
Remaining available conditional capital shares	59,085,918
Stock Options [Member]
Unrecognized compensation cost	$ 5,018
Restricted Stock Units (RSUs) [Member]
Unrecognized compensation cost	18,450
Performance Restricted Stock Units [Member]
Unrecognized compensation cost	$ 9,496

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Litigation and Uncertainties

6 Months Ended

Jun. 30, 2013

Litigation and Uncertainties

Litigation and Uncertainties

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 U.S. and the U.K. 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:

	Quarter Ended June 30,		Six Months Ended June 30,
Number of Claims by period:	2013	2012	2013	2012
Open claims at beginning of period	125,480	124,280	125,310	124,540
New claims	1,250	1,180	2,460	2,340
Claims resolved	(1,920)	(780)	(2,960)	(2,200)
Open claims at end of period	124,810	124,680	124,810	124,680

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 second quarter of 2028. 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.

United States Asbestos	June 30, 2013		December 31, 2012
Asbestos-related assets recorded within:
Accounts and notes receivable-other	$	23,260	$	33,626
Asbestos-related insurance recovery receivable		100,717		102,751
Total asbestos-related assets	$	123,977	$	136,377
Asbestos-related liabilities recorded within:
Accrued expenses	$	38,962	$	47,900
Asbestos-related liability		214,096		227,400
Total asbestos-related liabilities	$	253,058	$	275,300
Liability balance by claim category:
Open claims	$	39,141	$	42,700
Future unasserted claims		213,917		232,600
Total asbestos-related liabilities	$	253,058	$	275,300

We have worked with Analysis, Research & Planning Corporation, or ARPC, nationally recognized consultants in the U.S. with respect to projecting asbestos liabilities, to estimate the amount of asbestos-related indemnity and defense costs at each year-end based on a forecast for the next 15 years. Each year we have recorded our estimated asbestos liability at a level consistent with ARPC's reasonable best estimate. Our estimated asbestos liability decreased during the first six months of 2013 as a result of indemnity and defense cost payments totaling approximately $26,400, partially offset by the impact of a $4,000 increase in the liability related to our rolling 15-year asbestos-related liability estimate. The total asbestos-related liabilities are comprised of our estimates for our liability relating to open (outstanding) claims being valued and our liability for future unasserted claims through the second quarter of 2028.

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 and non-malignancies, as well as other factors. 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 second quarter of 2028, 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 second quarter of 2028, 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 second quarter of 2028.

Through June 30, 2013, total cumulative indemnity costs paid, prior to insurance recoveries, were approximately $811,300 and total cumulative defense costs paid were approximately $399,300, or approximately 33% of total defense and indemnity costs. The overall historic average combined indemnity and defense cost per resolved claim through June 30, 2013 has been approximately $3.2. The average cost per resolved claim is increasing and we believe it will continue to increase in the future.

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. As our subsidiaries reach agreements withtheir insurers to settle their disputed asbestos-related insurance coverage, we increase our asbestos-related insurance asset and record settlement gains.

Asbestos-related assets under executed settlement agreements with insurers due in the next 12 months are recorded within accounts and notes receivable-other and amounts due beyond 12 months are recorded within asbestos-related insurance recovery receivable. Asbestos-related insurance recovery receivable also includes our best estimate of actual and probable insurance recoveries relating to our liability for pending and estimated future asbestos claims through the second quarterof 2028. Our asbestos-related assets have not been discounted for the time value of money.

Our insurance recoveries may be limited by future insolvencies among our insurers. Other than receivables related to bankruptcy court-approved settlements during liquidation proceedings, we have not assumed recovery in the estimate of our asbestos-related insurance asset from any of our currently insolvent insurers. We have considered the financial viability and legal obligations of our subsidiaries' insurance carriers and believe that the insurers or their guarantors will continue to reimburse a significant portion of claims and defense costs relating to asbestos litigation. As of June 30, 2013 and December 31, 2012, we have not recorded an allowance for uncollectible balances against our asbestos-related insurance assets. We write off receivables from insurers that have become insolvent; there were no such write-offs during the six months endedJune 30, 2013 and 2012. Insurers may become insolvent in the future and our insurers may fail to reimburse amounts owed to us on a timely basis. If we fail to realize the expected insurance recoveries, or experience delays in receiving material amounts from our insurers, our business, financial condition, results of operations and cash flows could be materially adversely affected. During the quarter and six months ended June 30, 2013, we recognized a gain as the result of the collection of a $15,750 insurance receivable related to an insolvent insurance carrier, which we had previously written-off. The proceeds were received as a result of a bankruptcy court-approved settlement during liquidation proceedings related to the insolvent insurance carrier.

The following table summarizes our U.S. net asbestos-related (gain)/provision:

	Quarter Ended June 30,				Six Months Ended June 30,
		2013		2012		2013		2012
Provision for revaluation	$	2,000	$	2,000	$	4,000	$	3,997
Gain on the settlement of coverage litigation		(15,750)		-		(15,750)		-
Net asbestos-related (gain)/provision	$	(13,750)	$	2,000	$	(11,750)	$	3,997

Our net asbestos-related gain in the quarter and six months ended June 30, 2013was the net result of the favorable impact of the inclusion of a gainrecognized during the quarter and six months ended June 30, 2013upon collection of a $15,750 insurance receivable related to an insolvent insurance carrier, which we had previously written-off, as discussed above, partially offset by the unfavorable impact related to the provision for our rolling 15-year asbestos liability estimate, net of anticipated insurance recoveries in each respective period.

The following table summarizes our approximate U.S. asbestos-related net cash impact forindemnity and defense cost payments and collection of insurance proceeds:

	Quarter Ended June 30,				Six Months Ended June 30,
		2013		2012		2013		2012
Asbestos litigation, defense and case resolution payments	$	11,800	$	13,300	$	26,400	$	28,600
Insurance proceeds		(19,400)		(11,200)		(28,300)		(21,700)
Net asbestos-related (proceeds)/payments	$	(7,600)	$	2,100	$	(1,900)	$	6,900

We expect to have net cash inflows of $1,000during the full year 2013as a result of insurance proceeds in excess ofasbestos liability indemnity and defense payments, which includes the impact of the cash proceeds received from the collection of an insurance receivable balance from an insolvent insurance carrier discussed above. This estimate assumes no settlements with insurance companies and no 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, 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.

Based on ourDecember 31, 2012 liability estimate, an increase of 25% in the average per claim indemnity settlement amount would increase the liability by $42,000 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 on our consolidated statement of operations of approximately 85% 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 25%, the percentage of that increase that would be expected to be funded by additional insurance recoveries will decline.

United Kingdom

Some of our subsidiaries in the U.K. have also received claims alleging personal injury arising from exposure to asbestos. To date, 1,034 claims have been brought against our U.K. subsidiaries, of which 284 remained open as of June 30, 2013. None of the settled claims have resulted in material costs to us.

The following table summarizes our asbestos-related liabilities and assets for our U.K. subsidiaries based on open (outstanding) claims and our estimate for future unasserted claims through the second quarter of 2028:

United Kingdom Asbestos	June 30, 2013		December 31, 2012
Asbestos-related assets:
Accounts and notes receivable-other	$	964	$	1,022
Asbestos-related insurance recovery receivable		26,645		29,687
Total asbestos-related assets	$	27,609	$	30,709
Asbestos-related liabilities:
Accrued expenses	$	964	$	1,022
Asbestos-related liability		28,778		31,950
Total asbestos-related liabilities	$	29,742	$	32,972
Liability balance by claim category:
Open claims	$	6,047	$	7,843
Future unasserted claims		23,695		25,129
Total asbestos-related liabilities	$	29,742	$	32,972

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 recorded in the U.K. would increase to approximately $42,400, with a corresponding increase in the asbestos-related asset.

Project Claims

In addition to the specific matter described below, 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 our project claims, 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 – United States

In June 2011, a demand for arbitration was filed with the American Arbitration Association by our client's erection contractor against our client and us in connection with a power plant project in the U.S.  At that time, no details of the erection contractor's claims were included with the demand. The arbitration panel was formed on September 26, 2012 and a detailed Statement of Claim from the erection contractor was delivered to the panel on October 24, 2012.According to the claim, the erection contractor is seeking unpaid contract amounts from our client and additional compensation from our client and us for alleged delays, disruptions, inefficiencies, and extra work in connection with the erection of the plant.  We supplied the steam generation equipment for the project under contract with our client, the power plant owner.  The turbine contractor, who supplied the turbine, electricity generator and other plant equipment under a separate contract with the power plant owner, has also been included as a party in the arbitration. The erection contractor is seeking approximately $240,000 in damages, exclusive of interest, from our client.  Of this amount, the statement of claim asserts that approximately $150,000 is related to the steam generation equipment, and alleges failure on our part in connection with our performance under our steam generation equipment supply contract; those damages are claimed jointly against us and our client. The claims against us by the erection contractor allege negligence and, in its purported capacity as a third party beneficiary and assignee of our steam generation equipment supply contract, breach of contract.

Responsive pleadings to the erection contractor's pleading were filed by the other parties, including us, on November 28, 2012.  Our pleading denies the erection contractor's claims against us and asserts cross claims against our client seeking over $14,800 in damages related to delays, out of scope work, and improperly assessed delay liquidated damages. In its pleading, the turbine contractor asserts claims against our client for unpaid contract amounts and additional compensation for extra work and delays. In its capacity as a purported co-assignee of the steam generation equipment supply contract, the turbine contractor joins in the erection contractor's claims against us for delay-related damages and asserts cross claims against us seeking over $5,000 in non-delay related damages.  In its pleading, our client asserts counter and cross claims for breach of contract and gross negligence against the erection contractor and the turbine contractor. Our client also asserts cross claims against us for any damages our client has incurred, and for indemnification of any damages our client may be required to pay to the erection and turbine contractors, arising out of alleged failures of performance on our part under our steam generation supply contract. We have denied our client's and the turbine contractor's cross claims against us. The arbitration proceedings are expected to run through the end of 2014, if not longer. We cannot predict the ultimate outcome of this matter at thistime.

Refinery and Petrochemicals Project Arbitration – India

In November 2012, we commenced arbitration in India against our clientseeking collection of unpaid receivablesin excess of £52,000 (approximately $79,300 based on the exchange rate in effect as of June 30, 2013), arising from services performed on a reimbursable basis for our client in connection with our client's grass roots refinery and petrochemicals project in northeastern India. Our client rejected the claims and notified us of various potential counterclaims that it may be asserting in the arbitration, purportedly totaling in excess of £55,000(approximately $83,800 based on the exchange rate in effect as of June 30, 2013). In June 2013, we submitted our detailed statement of claim, and in July 2013 our client submitted its detailed statement of defense and counterclaim. The amount of the counterclaim was increased to approximately £620,000 (approximately $944,900 based on the exchange rate in effect as of June 30, 2013) in damages, including among other claims a claim for lost profits due to delay in the execution of the project. The counterclaim concerns a number of alleged issues arising in connection with our execution of the engineering, procurement, and construction management scope of our contract, from the period from contract award until the subsequent transfer by our client of our remaining engineering, procurement and construction management scope to certain lump sum turnkey contractors hired directly by our client. Our client further contends that we are liable for delays to the project and has withheld payment on account of delay liquidated damages and, out of the total claim of £620,000 (approximately $944,900 based on the exchange rate in effect as of June 30, 2013) cited above, is seeking damages for lost profits in the amount of £555,000 (approximately $845,900 based on the exchange rate in effect as of June 30, 2013). We strongly dispute these contentions.Any liability for delay damages is capped under the contract at a specified percentage of our contract value, currently equivalent to approximately £11,500 (approximately $17,500 based on the exchange rate in effect as of June 30, 2013), an amount already retained by our client. The contract also excludes liability for consequential damages, including lost profits, and contains an overall cap on liability for claims in the aggregate of up to a specified percentage of our contract value, currently equivalent to approximately £28,800 (approximately $43,900 based on the exchange rate in effect as of June 30, 2013). The unpaid amount for which we are seeking reimbursement in the arbitration may increase should our client continue to withhold amounts from our invoices, as the project is still in execution. The arbitration panel has been formed, but no dates for a hearing have been set yet. Our client has moved to dismiss the arbitration as premature under the terms of the contract, and we have opposed that motion. The motion is under consideration by the panel. The proceedings are expected to run through the end of 2014, if not longer. We cannot predict the ultimate outcome of this matter at this time.

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 four 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 several additional residences, even though TCE has not been detected in the wells at those residences.  The hookups to the agreed upon residences have been completed, and USEPA has provided FWEC with a certificate that FWEC has completed its obligations related to the above-described settlement agreement (as amended). FWEC may be required to pay the agencies' costs in overseeing and responding to the situation.

FWEC is also incurring further costs in connection with a Remedial Investigation / Feasibility Study (“RI/FS”) that in March 2009 it agreed to conduct. During the fourth quarter of 2012, FWEC received a USEPA demand under the foregoing agreement for payment of $1,040 of response costs USEPA claims it incurred from the commencement of the RI/FS in April 2009 through February 2012. FWEC questioned the amount of the invoice and based upon discussions with the USEPA, a revised invoice was received on June 17, 2013 for the reduced amount of $1,004. In April 2009, USEPA proposed for listing on the National Priorities List (“NPL”) an area consisting of FWEC's 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 all 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, our Camden, New Jersey waste-to-energy facility is subject to certain revisions to New Jersey's mercury air emission regulations. The revisions made the facility's mercury control requirements more stringent, especially when the last phase of the revisions became effective on January 3, 2012. We believe that the data generated during stack testing in 2012 and the several prior years 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. Estimates of the cost of installing the additional control equipment are approximately $30,000 based on our last assessment.

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Derivative Financial Instruments

6 Months Ended

Jun. 30, 2013

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Financial Instruments

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 held by our consolidated entities are recognized as assets or liabilities at fair value on our consolidated balance sheet. Our proportionate share of the fair value of derivative financial instruments held by our equity method investees is included in investments in and advances to unconsolidated affiliates on our consolidated balance sheet. The fair values of derivative financial instruments held by our consolidated entities were as follows:

Fair Values of Derivative Financial Instruments
					Asset Derivatives						Liability Derivatives
			Balance Sheet		June 30,		December 31,		Balance Sheet		June 30,		December 31,
			Location		2013		2012		Location		2013		2012
Derivatives designated as
		hedging instruments:
	Interest rate swap
		contracts	Other assets		$	-	$	-	Other long-term liabilities		$	8,349	$	10,490
Derivatives not designated
		as hedging instruments:
	Foreign currency		Contracts in process or						Contracts in process or
		forward contracts		billings in excess of costs						billings in excess of costs
				and estimated earnings on						and estimated earnings on
				uncompleted contracts		2,973		6,040		uncompleted contracts		5,367		4,895
	Foreign currency
		forward contracts	Other accounts receivable			562		1,357	Accounts payable			829		29
Total derivatives					$	3,535	$	7,397			$	14,545	$	15,414

Foreign Currency Exchange Rate Risk

We operate on a worldwide basis with operations that subject us to foreign currency exchange rate risk mainly relative to the British pound, Chinese Yuan, Euro and U.S. dollar as of June 30, 2013. Under our risk management policies, we do not hedge translation risk exposure. All activities of our 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 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 to hedge the exposed item, such as anticipated purchases or revenues, back to their functional currency.

The notional amount of our foreign currency forward contracts provides one measure of our transaction volume outstanding as of the balance sheet date. As of June 30,2013, we had a total gross notional amount, measured in U.S. dollar equivalent, ofapproximately $485,400related to foreign currency forward contracts. Amounts ultimately realized upon finalsettlement 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 contract maturity dates range from the remainder of 2013 through 2015.

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 S&P (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. For foreign currency forward contracts used to mitigate currency risk on our projects, the gain or loss from the portion of the mark-to-market adjustment related to the completed portion of the underlying project 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 project is reflected directly in cost of operating revenues in the period in which the mark-to-market adjustment occurs. We also utilize foreign currency forward contracts to mitigate non-project related currency risks, which are recorded in other deductions, net.

The gain or loss from the remaining uncompleted portion of our projects and other non-project related transactions were as follows:

	Location of Gain/(Loss)	Amount of Gain/(Loss) Recognized in Income on Derivatives
Derivatives Not Designated as	Recognized	Quarter Ended June 30,				Six Months Ended June 30,
Hedging Instruments	in Income on Derivatives		2013		2012		2013		2012
Foreign currency forward contracts	Cost of operating revenues	$	3,404	$	(3,646)	$	(3,916)	$	(500)
Foreign currency forward contracts	Other deductions, net		(247)		(13)		(1,523)		78
Total		$	3,157	$	(3,659)	$	(5,439)	$	(422)

The mark-to-market adjustments on foreign currency forward 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 six months endedJune 30, 2013 and 2012, we included net cash inflows on the settlement of derivatives of $2,558and $930, 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 on the consolidated statement of cash flows.

Interest Rate Risk

We use interest rate swap contracts to manage interest rate risk associated with a portion of our variable rate special-purpose limited recourse project debt. The aggregate notional amount of the receive-variable/pay-fixed interest rate swaps for our consolidated entities was $57,400as of June 30, 2013.

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 on 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. Amounts that are reclassified from accumulated other comprehensive loss are recognized within interest expense on the consolidated statement of operations.

The impact from interest rate swap contracts in cash flow hedging relationships for our consolidated entities was as follows:

	Quarter Ended June 30,				Six Months Ended June 30,
		2013		2012		2013		2012
Unrealized gain/(loss) in other comprehensive income	$	1,259	$	(629)	$	811	$	(1,785)
Loss reclassified from accumulated other comprehensive loss to net income		630		450		1,255		935

The above balances for our consolidated entities and our proportionate share of the impact from interest rate swap contracts in cash flow hedging relationships held by our equity method investees are included on our consolidated statement of comprehensive income net of tax.

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Litigation and Uncertainties (Summary of asbestos related payments and insurance settlement proceeds - Table) (Details) (United States [Member], USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
United States [Member]
Asbestos litigation, defense and case resolution payments	$ 11,800	$ 13,300	$ 26,400	$ 28,600
Insurance proceeds	(19,400)	(11,200)	(28,300)	(21,700)
Net asbestos-related payments	$ (7,600)	$ 2,100	$ (1,900)	$ 6,900

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Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2013

Summary of Significant Accounting Policies [Abstract]

Projects With Final Estimated Contract Profit Revisions Whose Impact Exceeds $1 million - Table

		Quarter Ended June 30,				Six Months Ended June 30,
			2013		2012		2013		2012
Number of separate projects			12		9		23		17
Net increase in contract profit from the regular
	revaluation of final estimated contract profit revisions	$	16,500	$	8,200	$	41,500	$	31,600

Basic and Diluted EPS - Table

		Quarter Ended June 30,				Six Months Ended June 30,
			2013		2012		2013		2012
Income from continuing operations attributable
	to Foster Wheeler AG	$	68,316	$	30,421	$	85,220	$	71,911
Basic weighted-average number of shares outstanding			100,001,580		107,840,679		102,182,011		107,807,441
Effect of dilutive securities			253,172		2,576		384,636		60,153
Diluted weighted-average number of shares outstanding			100,254,752		107,843,255		102,566,647		107,867,594
Income from continuing operations per share:
	Basic	$	0.68	$	0.29	$	0.83	$	0.66
	Diluted	$	0.68	$	0.29	$	0.83	$	0.66

Antidilutive Securities - Table

	Quarter Ended June 30,		Six Months Ended June 30,
	2013	2012	2013	2012
Stock options	1,548,745	2,850,267	1,548,745	2,021,500
Performance-based restricted share units	1,166,400	389,269	1,166,400	389,269

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Business Held for Sale

6 Months Ended

Jun. 30, 2013

Business Held for Sale [Abstract]

Business Held for Sale Disclosure

13.Business Held for Sale

During the first quarter of 2013, we recorded an impairment charge of $3,919 at our Camden, New Jersey waste-to-energy facility within our Global Power Group business segment. This charge was in addition to an impairment charge of $11,455 recorded during the fourth quarter of 2012. The impairment charges in both periods included estimates related to the continued operation of the facility and potential sale of the facility. The charge in the six months ended June 30, 2013 was the result of updating our estimate related to the potential sale of the facility and the impairment charge was recorded within income from discontinued operations on our consolidated statement of operations. After recording the impairment charge and after approval of the plan to sell the facility, discussed below, the carrying value of the facility's fixed assets approximated fair value less estimated costs to sell the facility.

On April 17, 2013, our Board of Directors approved a plan to sell ourCamden facility. We currently anticipate completing the sale within one year. As a result of the decision of our Board of Directors on April 17, 2013, our Camden facility meets the accounting criteria as a business held for sale and the criteria for classification as a discontinued operation. The presentation of the financial results of this business have been reclassified on our consolidated statement of operations and consolidated statement of cash flows under the respective captions related to discontinued operations, the asset and liability balances of this business have been reclassified on our consolidated balance sheet under the respective current and non-current captions of assets held for sale and liabilities held for sale, and these same reclassifications have been made in the notes to our consolidated financial statements. We do not recognize depreciation on long-lived assets held for sale.

The following are the main classes of assets and liabilities associated with our business held for sale:

		June 30, 2012		December 31, 2012
Assets:
Trade accounts and notes receivable, net		$	1,735	$	1,482
Other current assets			23		23
	Current assets held for sale		1,758		1,505
Land, buildings and equipment, net			44,820		48,739
Restricted cash			399		840
	Long-term assets held for sale	$	45,219	$	49,579
Liabilities:
Accounts payable		$	765	$	1,814
Accrued expenses			714		595
Advance payments			304		745
	Current liabilities held for sale	$	1,783	$	3,154

Operating revenues related to our business held for sale, which were exclusively in the U.S., were $6,918 and $6,564during the second quarter of2013 and 2012, respectively, and $13,062 and $12,070 during the six months ended June 30, 2013 and 2012, respectively.

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Document Entity Information	6 Months Ended
	Jun. 30, 2013	Jul. 26, 2013
Document And Entity Information [Abstract]
Entity Registrant Name	Foster Wheeler AG
Entity Central Index Key	0001130385
Current Fiscal Year End Date	--12-31
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2013
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q2
Entity Well-known Seasoned Issuer	Yes
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		98,133,694

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Summary of Significant Accounting Policies (Policy)

6 Months Ended

Jun. 30, 2013

Summary of Significant Accounting Policies [Abstract]

Basis of Presentation

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. The fiscal years of our non-U.S. operations are the same as the parent's. The fiscal year of our U.S. operations is the 52- or 53-week annual accounting period ending on the last Friday in December.

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 consolidated financial statements and notes are presented in accordance with the requirements of Form 10-Q and do not contain certain information included in our Annual Report on Form 10-K for the year ended December 31, 2012 (“2012 Form 10-K”), filed with the Securities and Exchange Commission on March 1, 2013. The consolidated balance sheet as of December 31, 2012 was derived from the audited financial statements included in our 2012Form 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. These reclassifications include the presentation of our Statement of Comprehensive Income as a result of our adoption of “ASU No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income”, or ASU No. 2013-02. ASU No. 2013-02was issued by the Financial Accounting Standards Board in February 2013. The standard requires disclosure of the effects on the line items of net income for significant amounts reclassified out of accumulated other comprehensive income and a cross-reference to other disclosures when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., contracts in process or billings in excess of costs and estimated earnings on uncompleted contracts for pension-related amounts) instead of directly to income or expense. The adoption of this standard did not have an impact on our results of operations, financial position or cash flows.

Reclassifications from accumulated other comprehensive loss related to cash flow hedges amounted to losses of $768 and $1,615during the quarter and six months ended June 30, 2013, respectively.  These losses included amounts related to our consolidated entities and our proportionate share of the impact from interest rate swap contracts in cash flow hedging relationships held by our equity method investees.  Amounts that are reclassified from accumulated other comprehensive loss related to cash flow hedges from our consolidated entities are recognized within interest expense on the consolidated statement of operations, whereas amounts related to our equity method investees are recognized within equity earnings in other income, net on the consolidated statement of operations. Please refer to Note 8 for further information.

Reclassifications from accumulated other comprehensive loss related to pension and other postretirement benefits are included as a component of net periodic pension cost.  Please refer to Note 6 for further information.

The tax effect related to foreign currency translation adjustments was inconsequential during the quarters and six months ended June 30, 2013 and 2012.

Please refer to Note 13 for reclassifications related to our wholly-owned waste-to-energy business, which meets the accounting criteria as a business held for sale.

The consolidated financial statements include the accounts of Foster Wheeler AG and all 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. See “—Variable Interest Entities” below for further information related to the consolidation of variable interest entities.

Use of Estimates

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

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 effortor decreased for estimated losses, less billings to the customer and progress payments on uncompleted contracts. A full provision for loss contracts is made at the time the loss becomes probable regardless of the stage of completion.

At any time, 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 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. The following table summarizes the number of separate projects that experienced final estimated contract profit revisions with an impact on contract profit in excess of $1,000 relating to the revaluation of work performed in prior periods:

		Quarter Ended June 30,				Six Months Ended June 30,
			2013		2012		2013		2012
Number of separate projects			12		9		23		17
Net increase in contract profit from the regular
	revaluation of final estimated contract profit revisions	$	16,500	$	8,200	$	41,500	$	31,600

The changes in final estimated contract profit revisions for our Global Power Group were increased during the six months ended June 30, 2012for a favorable settlement with a subcontractor of approximately $6,900 recognized in the first quarter of 2012.

Please see Note 11 for further information related to changes in final estimated contract profitand the impact on business segment results.

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, which can include amounts from unapproved change orders when the two requirements described above are met. Unapproved change orders or similar items subject to uncertainty that do not meet the two requirements described above are expensed without the recognition of additional contract revenue. Costs attributable to claims are treated as costs of contract performance as incurred and are recorded in contracts in process. Our consolidated financial statements included commercial claims of $7,800 and $8,800 as of June 30, 2013 and December 31, 2012, respectively,of which substantially all costs had been incurred as of June 30, 2013 and December 31, 2012.

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. In the event that we defer pre-contract costs and we are not successful in obtaining the contract, we write off the deferred costs through our consolidated statement of operations in the period when we no longer assess recoverability of such costs as probable. Deferred pre-contract costs were inconsequentialas of June 30, 2013 and December 31, 2012.

Certain special-purpose subsidiaries in our Global Power Group business segment are reimbursed by customers for their costs ofbuilding and operating certain facilities over the lives of the corresponding service contracts. Depending on the specific legal rights and obligations under these arrangements, in some cases those reimbursements are treated as operating revenues at gross value and other cases as a reduction of cost.

Trade Accounts Receivable

Trade Accounts Receivable — Trade accounts receivable represent amounts billed to customers. We assess the need for an allowance for doubtful accounts on a project-by-project basis. When there is a risk of non-payment related to customer credit risk, we record an allowance for doubtful accounts. Because of the nature of our customer base and our rigorous customer credit risk assessment process prior to entering into contracts, the level of our allowance for doubtful accounts is typically a very small percentage of our gross accounts receivable balance. To the extent that there is a risk of non-payment related to commercial or performance issues, we record an allowance against the valuation of contract work in progress within the contract.

In accordance with terms under our long-term contracts, our customers may withhold certain percentages of such billings until completion and acceptance of the work performed, which we refer to as retention receivables. Final payment of retention receivables mightnot be received within a one-year period. In conformity with industry practice, however, the full amount of accounts receivable, including such amounts withheld, are included in current assets on the consolidated balance sheet.We have not recorded a provision for the outstanding retention receivable balances as of June 30, 2013 or December 31, 2012.

Variable Interest Entities

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 formation of each separate legal entity, we perform an evaluation to determine whether the new entity is a variable interest entity, or 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 upon the occurrence of certain events and whether we are the primary beneficiary 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 June 30, 2013 and December 31, 2012, we participated in certain entities determined to be VIEs, including a gas-fired cogeneration facility in Martinez, California and a refinery/electric power generation project in Chile.We consolidate the operations of the Martinez project while we record our participation in the project in Chile on the equity method of accounting.

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

Fair Value Measurements

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 three level fair value hierarchy that prioritizes the inputs used to measure fair valueand 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. See Note 8for 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 maturitiesusing 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. Our estimate of the fair value of foreign currency forward contracts also includes an assessment of non-performance by our counterparties. We further corroborate the valuations 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 datausing level 2 inputs.
• Defined Benefit Pension Plan Assets — We estimate the fair value of investments in equity securities at each year-end based on quotes obtained from financial institutions. The fair value of investments in commingled funds, invested primarily in debt and equity securities, is based on the net asset values communicated by the respective asset manager. We further corroborate the above valuations with observable market data using level 1 and 2 inputs. Additionally, we hold investments in private investment funds that are valued at net asset value as communicated by the asset manager using level 3 unobservable market data inputs.

Retirement of Shares under Share Repurchase Program

Retirement of Shares under Share Repurchase Program — Under Swiss law, the cancellation of shares previously repurchased under our share repurchase program must be approved by our shareholders. Repurchased shares remain as treasury shares on our balance sheet until cancellation.

Any repurchases will be made at our discretion 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 treasury shares are carried at cost on the consolidated balance sheet until the cancellation of the shares has been approved by our shareholders and the cancellation is registered with the commercial register of the Canton of Zug in Switzerland. Upon the effectiveness of the cancellation of the shares, the cost of the shares cancelled will be removed from treasury shares on the consolidated balance sheet, the par value of the cancelled shares will be removed from registered shares on the consolidated balance sheet, and the excess of the cost of the treasury shares above par value will be removed from paid-in capital on the consolidated balance sheet.

Once repurchased, treasury shares are no longer considered outstanding, which results in a reduction to the weighted-average number of shares outstanding during the reporting period when calculating earnings per share, as described below.

Earnings per Share

Earnings per Share — Basic earnings per share amounts have been computed based on the weighted-average number of shares outstanding during the reporting period.

Diluted earnings per share amounts have been based on 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 and the non-vested portion of restricted stock units and performance-based restricted stock units (collectively, “restricted awards”) to the extent such securities are dilutive.

In profitable periods, outstanding stock options 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 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 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:

		Quarter Ended June 30,				Six Months Ended June 30,
			2013		2012		2013		2012
Income from continuing operations attributable
	to Foster Wheeler AG	$	68,316	$	30,421	$	85,220	$	71,911
Basic weighted-average number of shares outstanding			100,001,580		107,840,679		102,182,011		107,807,441
Effect of dilutive securities			253,172		2,576		384,636		60,153
Diluted weighted-average number of shares outstanding			100,254,752		107,843,255		102,566,647		107,867,594
Income from continuing operations per share:
	Basic	$	0.68	$	0.29	$	0.83	$	0.66
	Diluted	$	0.68	$	0.29	$	0.83	$	0.66

The following table summarizes share-based compensation awards not included in the calculation of diluted earnings per share as the assumed proceeds from those awards, on a per share basis, were greaterthan the average share price for the period, which would result in an antidilutive effect on diluted earnings per share:

	Quarter Ended June 30,		Six Months Ended June 30,
	2013	2012	2013	2012
Stock options	1,548,745	2,850,267	1,548,745	2,021,500
Performance-based restricted share units	1,166,400	389,269	1,166,400	389,269

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Business Segments (Operating Revenues By Industry and by Segment - Table) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Operating revenues	$ 863,407	$ 936,462	$ 1,653,551	$ 1,864,052
Africa Project Location [Member]
Operating revenues	20,735	24,909	39,647	47,661
Asia Pacific Project Location [Member]
Operating revenues	211,262	310,928	404,275	716,600
Europe Project Location [Member]
Operating revenues	215,647	240,155	403,836	458,932
Middle East Project Location [Member]
Operating revenues	79,879	64,565	144,802	112,849
North America Project Location [Member]
Operating revenues	282,419	208,130	524,013	361,115
South America Project Location [Member]
Operating revenues	53,465	87,775	136,978	166,895
Global E and C Group [Member]
Operating revenues	662,719	666,142	1,250,693	1,337,015
Global Power Group [Member]
Operating revenues	200,688	270,320	402,858	527,037
Power Generation [Member]
Operating revenues	186,991	262,321	369,455	514,436
Oil Refining [Member]
Operating revenues	359,894	360,750	683,632	685,911
Pharmaceutical [Member]
Operating revenues	40,552	13,614	78,398	26,593
Oil and Gas [Member]
Operating revenues	86,223	183,563	171,481	415,114
Chemical / Petrochemical [Member]
Operating revenues	134,368	77,427	236,547	145,747
Power Plant Operation and Maintenance [Member]
Operating revenues	38,882	28,349	83,509	52,123
Environmental [Member]
Operating revenues	1,621	2,456	2,845	4,644
Other, Net of Eliminations [Member]
Operating revenues	$ 14,876	$ 7,982	$ 27,684	$ 19,484

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Income Taxes (Narrative) (Details)	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
Income Tax Contingency [Line Items]
U.S. federal statutory rate	35.00%	35.00%
Impact on the effective tax rate for total changes in the valuation allowance	4.00%	4.00%
Impact on the effective tax rate for income earned in the jurisdictions with tax rates lower than the U.S. statutory rate	(16.00%)	(16.00%)
Impact on effective tax rate as a result of an exemption received from non-US tax authority.	(6.00%)