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 March 31, 2014

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: 99,713,289 registered shares were outstanding as of April 25, 2014.

FOSTER WHEELER AG

INDEX

Part I FINANCIAL INFORMATION
Item 1	–	Financial Statements (Unaudited):	3
		Consolidated Statement of Operations for the Three Months Ended March 31, 2014 and 2013	3
		Consolidated Statement of Comprehensive Income for the Three Months Ended March 31, 2014 and 2013	4
		Consolidated Balance Sheet as of March 31, 2014 and December 31, 2013	5
		Consolidated Statement of Changes in Equity for the Three Months Ended March 31, 2014 and 2013	6
		Consolidated Statement of Cash Flows for the Three Months Ended March 31, 2014 and 2013	7
		Notes to Consolidated Financial Statements	8
Item 2	–	Management’s Discussion and Analysis of Financial Condition and Results of Operations	36
Item 3	–	Quantitative and Qualitative Disclosures about Market Risk	57
Item 4	–	Controls and Procedures	57
Part II OTHER INFORMATION
Item 1	–	Legal Proceedings	57
Item 1A	–	Risk Factors	57
Item 2	–	Unregistered Sales of Equity Securities and Use of Proceeds	58
Item 3	–	Defaults Upon Senior Securities	58
Item 4	–	Mine Safety Disclosures	58
Item 5	–	Other Information	58
Item 6	–	Exhibits	59
Signatures			60

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)

	Three Months Ended March 31,
	2014			2013
Operating revenues	$	733,699		$	790,144
Cost of operating revenues		618,164			670,698
Contract profit		115,535			119,446
Selling, general and administrative expenses		82,047			90,332
Other income, net		(6,140	)		(4,751	)
Other deductions, net		10,703			5,312
Interest income		(1,403	)		(1,462	)
Interest expense		3,662			2,672
Net asbestos-related provision		2,008			2,000
Income from continuing operations before income taxes		24,658			25,343
Provision for income taxes		9,718			5,160
Income from continuing operations		14,940			20,183
Discontinued operations:
Loss from discontinued operations before income taxes		—			(3,878	)
Provision for income taxes from discontinued operations		—			—
Loss from discontinued operations		—			(3,878	)
Net income		14,940			16,305
Less: Net (loss)/income attributable to noncontrolling interests		(2,127	)		3,279
Net income attributable to Foster Wheeler AG	$	17,067		$	13,026
Amounts attributable to Foster Wheeler AG:
Income from continuing operations	$	17,067		$	16,904
Loss from discontinued operations		—			(3,878	)
Net income attributable to Foster Wheeler AG	$	17,067		$	13,026
Basic earnings per share attributable to Foster Wheeler AG:
Income from continuing operations (see Note 1)	$	0.17		$	0.16
Loss from discontinued operations		—			(0.04	)
Net income attributable to Foster Wheeler AG	$	0.17		$	0.12
Diluted earnings per share attributable to Foster Wheeler AG:
Income from continuing operations (see Note 1)	$	0.17		$	0.16
Loss from discontinued operations		—			(0.04	)
Net income attributable to Foster Wheeler AG	$	0.17		$	0.12

See notes to consolidated financial statements.

3

FOSTER WHEELER AG AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(in thousands of dollars)

(unaudited)

	Three Months Ended March 31,
	2014			2013
Net income	$	14,940		$	16,305
Other comprehensive loss, net of tax:
Foreign currency translation adjustments:
Foreign currency translation adjustments		(3,288	)		(14,413	)
Tax impact		(7	)		—
Foreign currency translation adjustments, net of tax		(3,295	)		(14,413	)
Cash flow hedges adjustments:
Unrealized loss		(2,368	)		(818	)
Tax impact		820			208
Unrealized loss, net of tax		(1,548	)		(610	)
Reclassification for losses included in net income (see Note 8 for further information)		1,020			1,135
Tax impact		(347	)		(288	)
Reclassification for losses included in net income, net of tax		673			847
Total cash flow hedges adjustments, net of tax		(875	)		237
Pension and other postretirement benefits adjustments, net of tax:
Net actuarial loss		(3,980	)		—
Tax impact		498			—
Net actuarial loss, net of tax		(3,482	)		—
Amortization included in net periodic pension cost (see Note 6 for further information):
Net actuarial loss		4,115			4,664
Tax impact		(456	)		(449	)
Net actuarial loss, net of tax		3,659			4,215
Prior service credit		(1,445	)		(1,264	)
Tax impact		114			91
Prior service credit, net of tax		(1,331	)		(1,173	)
Transition obligation		5			14
Tax impact		—			3
Transition obligation, net of tax		5			17
Total pension and other postretirement benefits adjustments, net of tax		(1,149	)		3,059
Other comprehensive loss, net of tax		(5,319	)		(11,117	)
Comprehensive income		9,621			5,188
Less: Comprehensive (loss)/income attributable to noncontrolling interests		(2,693	)		2,492
Comprehensive income attributable to Foster Wheeler AG	$	12,314		$	2,696

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)

	March 31, 2014			December 31, 2013
ASSETS
Current Assets:
Cash and cash equivalents	$	527,867		$	556,190
Accounts and notes receivable, net:
Trade		715,360			671,770
Other		60,581			57,262
Contracts in process		201,034			197,232
Prepaid, deferred and refundable income taxes		61,391			62,856
Other current assets		39,070			38,431
Total current assets		1,605,303			1,583,741
Land, buildings and equipment, net		274,667			279,981
Restricted cash		53,580			82,867
Notes and accounts receivable - long-term		14,645			15,060
Investments in and advances to unconsolidated affiliates		181,736			181,315
Goodwill		169,377			169,801
Other intangible assets, net		108,235			113,463
Asbestos-related insurance recovery receivable		118,711			120,489
Other assets		148,031			143,848
Deferred tax assets		47,710			49,707
TOTAL ASSETS	$	2,721,995		$	2,740,272
LIABILITIES, TEMPORARY EQUITY AND EQUITY
Current Liabilities:
Current installments on long-term debt	$	12,696		$	12,513
Accounts payable		248,442			282,403
Accrued expenses		261,640			304,312
Billings in excess of costs and estimated earnings on uncompleted contracts		635,383			569,652
Income taxes payable		36,657			39,078
Total current liabilities		1,194,818			1,207,958
Long-term debt		113,030			113,719
Deferred tax liabilities		40,680			39,714
Pension, postretirement and other employee benefits		109,077			111,221
Asbestos-related liability		248,670			257,180
Other long-term liabilities		206,308			210,651
Commitments and contingencies
TOTAL LIABILITIES		1,912,583			1,940,443
Temporary Equity:
Non-vested share-based compensation awards subject to redemption		10,632			15,664
TOTAL TEMPORARY EQUITY		10,632			15,664
Equity:
Registered shares:
CHF 3.00 par value; authorized: 158,256,236 shares and 157,863,694 shares; conditionally authorized: 57,775,870 shares and 58,168,412 shares; issued: 106,035,442 shares and 105,642,900 shares; outstanding: 99,443,742 shares and 99,051,200 shares.		261,278			259,937
Paid-in capital		226,769			216,450
Retained earnings		950,227			933,160
Accumulated other comprehensive loss		(514,070	)		(509,317	)
Treasury shares (outstanding: 6,591,700 shares and 6,591,700 shares)		(150,131	)		(150,131	)
TOTAL FOSTER WHEELER AG SHAREHOLDERS’ EQUITY		774,073			750,099
Noncontrolling interests		24,707			34,066
TOTAL EQUITY		798,780			784,165
TOTAL LIABILITIES, TEMPORARY EQUITY AND EQUITY	$	2,721,995		$	2,740,272

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
Three Months Ended March 31, 2013
Balance at December 31, 2012	$	269,633	$	266,943		$	835,993	$	(567,603	)	$	(90,976	)	$	713,990		$	43,403		$	757,393
Net income		—		—			13,026		—			—			13,026			3,279			16,305
Other comprehensive loss, net of tax		—		—			—		(10,330	)		—			(10,330	)		(787	)		(11,117	)
Issuance of registered shares upon exercise of stock options		97		546			—		—			—			643			—			643
Issuance of registered shares upon vesting of restricted awards		449		(449	)		—		—			—			—			—			—
Distributions to noncontrolling interests		—		—			—		—			—			—			(10,514	)		(10,514	)
Share-based compensation expense		—		4,992			—		—			—			4,992			—			4,992
Excess tax shortfall related to share-based compensation		—		(85	)		—		—			—			(85	)		—			(85	)
Repurchase of registered shares		—		—			—		—			(33,948	)		(33,948	)		—			(33,948	)
Balance at March 31, 2013	$	270,179	$	271,947		$	849,019	$	(577,933	)	$	(124,924	)	$	688,288		$	35,381		$	723,669
Three Months Ended March 31, 2014
Balance at December 31, 2013	$	259,937	$	216,450		$	933,160	$	(509,317	)	$	(150,131	)	$	750,099		$	34,066		$	784,165
Net income		—		—			17,067		—			—			17,067			(2,127	)		14,940
Other comprehensive loss, net of tax		—		—			—		(4,753	)		—			(4,753	)		(566	)		(5,319	)
Issuance of registered shares upon exercise of stock options		245		1,475			—		—			—			1,720			—			1,720
Issuance of registered shares upon vesting of restricted awards		1,096		(1,096	)		—		—			—			—			—			—
Distributions to noncontrolling interests		—		—			—		—			—			—			(6,666	)		(6,666	)
Share-based compensation expense		—		9,649			—		—			—			9,649			—			9,649
Excess tax benefit related to share-based compensation		—		291			—		—			—			291			—			291
Repurchase of registered shares		—		—			—		—			—			—			—			—
Balance at March 31, 2014	$	261,278	$	226,769		$	950,227	$	(514,070	)	$	(150,131	)	$	774,073		$	24,707		$	798,780

See notes to consolidated financial statements.

6

FOSTER WHEELER AG AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

(in thousands of dollars)

(unaudited)

	Three Months Ended March 31,
	2014			2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	14,940		$	16,305
Adjustments to reconcile net income to cash flows from operating activities:
Depreciation and amortization		14,315			15,342
Net non-cash asbestos-related provision		2,008			2,000
Share-based compensation expense		4,617			4,590
Excess tax (benefit)/shortfall related to share-based compensation		(291	)		85
Deferred income tax provision		1,079			4,218
Equity in earnings of unconsolidated affiliates, net of dividends		(4,275	)		(2,023	)
Other noncash items, net		(41	)		30
Changes in assets and liabilities, net of effects from acquisitions:
(Increase)/decrease in receivables		(45,104	)		38,631
Net change in contracts in process and billings in excess of costs and estimated earnings on uncompleted contracts		60,826			(36,132	)
Decrease in accounts payable and accrued expenses		(71,038	)		(52,280	)
Net change in other current assets and liabilities		1,530			(11,929	)
Net change in other long-term assets and liabilities		(22,241	)		(14,951	)
Net cash used in operating activities — continuing operations		(43,675	)		(36,114	)
Net cash used in operating activities — discontinued operations		—			(331	)
Net cash used in operating activities		(43,675	)		(36,445	)
CASH FLOWS FROM INVESTING ACTIVITIES
Payments related to acquisition of businesses, net of cash acquired		—			(24,895	)
Change in restricted cash		29,285			17,598
Capital expenditures		(5,769	)		(7,862	)
Return of investment from unconsolidated affiliates		—			82
Proceeds from sale of short-term investments		—			121
Other investing activities		61			—
Net cash provided by/(used in) investing activities — continuing operations		23,577			(14,956	)
Net cash provided by investing activities — discontinued operations		—			331
Net cash provided by/(used in) investing activities		23,577			(14,625	)
CASH FLOWS FROM FINANCING ACTIVITIES
Repurchase of shares		—			(33,948	)
Distributions to noncontrolling interests		(6,666	)		(10,514	)
Proceeds from stock options exercised		1,720			643
Excess tax benefit/(shortfall) related to share-based compensation		291			(85	)
Repayment of debt and capital lease obligations		(646	)		(632	)
Net cash used in financing activities		(5,301	)		(44,536	)
Effect of exchange rate changes on cash and cash equivalents		(2,924	)		(11,000	)
Decrease in cash and cash equivalents		(28,323	)		(106,606	)
Less: Increase/(decrease) in cash and cash equivalents — discontinued operations		—			—
Decrease in cash and cash equivalents — continuing operations		(28,323	)		(106,606	)
Cash and cash equivalents at beginning of year		556,190			582,322
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	527,867		$	475,716

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, 2013 (“2013 Form 10-K”), filed with the Securities and Exchange Commission on February 27, 2014. The consolidated balance sheet as of December 31, 2013 was derived from the audited financial statements included in our 2013 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. Reclassifications also include the presentation of our former waste-to-energy business as a result of its classification as held-for-sale and, in turn, discontinued operations. Please refer to Note 14 for further information.

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 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.

8

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:

	Three Months Ended March 31,
	2014		2013
Number of separate projects		6		11
Net increase in contract profit from the regular revaluation of final estimated contract profit revisions	$	13,200	$	19,000

Please see Note 12 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 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 $6,600 and $4,500 as of March 31, 2014 and December 31, 2013, respectively, of which substantially all costs had been incurred as of March 31, 2014 and December 31, 2013.

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 March 31, 2014 and December 31, 2013.

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.

9

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, which includes the consideration of security instruments that provide us protection in the event of non-payment. 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 March 31, 2014 or December 31, 2013.

Trade accounts receivable are continually evaluated for collectability. Provisions are established on a project-specific basis when there is an issue associated with the client’s ability to make payments or there are circumstances where the client is not making payment due to contractual issues.

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 March 31, 2014 and December 31, 2013, 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 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.

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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 2 or 3 unobservable market data inputs.

	March 31, 2014						December 31, 2013
	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Fair value measurements:
Assets:
Assets measured at fair value on a recurring basis:
Foreign currency forward contracts	$	—	$	1,330	$	—	$	—	$	7,361	$	—
Assets measured at fair value on a non-recurring basis:
Investment in an unconsolidated affiliate	$	—	$	—	$	—	$	—	$	—	$	35,096
Liabilities:
Liabilities measured at fair value on a recurring basis:
Foreign currency forward contracts	$	—	$	1,512	$	—	$	—	$	2,405	$	—
Interest rate swap contracts		—		8,757		—		—		7,866		—
Total liabilities measured at fair value on a recurring basis	$	—	$	10,269	$	—	$	—	$	10,271	$	—

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 from continuing operations were as follows:

	Three Months Ended March 31,
	2014		2013
Income from continuing operations attributable to Foster Wheeler AG	$	17,067	$	16,904
Basic weighted-average number of shares outstanding		99,147,429		104,386,669
Effect of dilutive securities		1,263,233		253,330
Diluted weighted-average number of shares outstanding		100,410,662		104,639,999
Income from continuing operations per share:
Basic	$	0.17	$	0.16
Diluted	$	0.17	$	0.16

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:

	Three Months Ended March 31,
	2014		2013
Stock options		527,547		1,574,710
Performance-based restricted share units		432,445		1,132,649

Pending Exchange Offer and Our Acquisition by AMEC plc – On February 13, 2014, we entered into an Implementation Agreement (the “Implementation Agreement”) with AMEC plc (“AMEC”) relating to the acquisition of all of the issued and to be issued registered shares, par value CHF 3.00 per share, of Foster Wheeler AG (the “FW shares”) by AMEC. On the terms and subject to the conditions of the Implementation Agreement, AMEC will commence an exchange offer (the “Offer”) to acquire all of the FW shares, pursuant to which each validly tendered FW share will be exchanged for a combination (subject to election by each Foster Wheeler shareholder as described in our Current Report on Form 8-K filed with the Securities and Exchange Commission on February 13, 2014) of (a) $16.00 in cash plus (b) 0.8998 ordinary shares, par value £0.50 per share, of AMEC (“AMEC shares”) or, at the election of such holder, American Depositary Shares representing such number of AMEC shares.

The closing of the Offer is subject to, among other things, approval by our shareholders of certain amendments to our articles of association to remove certain transfer restrictions and certain voting limitations with respect to the FW shares.

For a full description of the Offer, see our Current Report on Form 8-K filed with the Securities and Exchange Commission on February 13, 2014.

Proposed Dividend – On February 26, 2014, our Board of Directors approved a proposal to our shareholders for a one-time dividend of $0.40 per share. We intend to ask our shareholders to approve this dividend at our Annual General Meeting on May 7, 2014 and, subject to shareholder approval, this dividend will be paid shortly after our Annual General Meeting. This dividend is not linked to, and not conditional on, the closing of the Offer. The covenants of our senior unsecured credit agreement do not limit our ability to pay this proposed dividend and we expect that there will be no Swiss withholding taxes on the dividend.

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2. Business Combinations

2014 Acquisition Activity

In April 2014, we acquired certain assets of the Siemens Environmental Systems and Services (“SESS”) business from Siemens Energy, Inc. in a cash transaction for a nominal amount. The SESS business supplies and services clean air technologies for use in power plants and industrial facilities with locations in Pittsburgh, Pennsylvania and Branchburg, New Jersey. The assets, liabilities and results of operations from this acquisition will be included within our Global Power Group business segment.

In March 2014, we entered into a merger implementation agreement with MDM Engineering Group Limited (“MDM Engineering”) to acquire all of the ordinary shares and options of MDM Engineering in a cash transaction valued at approximately $109,000 (the “MDM Transaction”). The MDM Transaction is subject to MDM Engineering shareholder approval and other closing conditions. The MDM Transaction closing is expected to occur in the latter half of 2014. MDM Engineering Group is based in South Africa and is a minerals process and project management company focused on the mining industry. The company provides a wide range of services from preliminary and final feasibility studies, through to plant design, construction and commissioning. The assets, liabilities and results of operations of this business will be included within our Global Engineering and Construction Group (“Global E&C Group”) business segment.

2013 Acquisition Activity

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. We paid cash consideration net of cash acquired of £6,000 (approximately $9,300 based on the exchange rates in effect on the payment dates). The sale and purchase agreement also included an earnout provision for additional consideration with an estimated maximum of £3,000 (approximately $5,000 based on the exchange rate in effect on March 31, 2014), depending on the acquired business’ performance, as defined in the sale and purchase agreement, over a period of approximately 3 and a half 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. 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 $4,465 and other intangible assets of $5,307 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.

Also in June 2013, we 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 gas and power projects. We paid cash consideration net of cash acquired of approximately $15,700. 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 $18,143 and other intangible assets of $7,100 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 business partnership. We paid cash consideration net of cash acquired of approximately $25,100, which includes a working capital adjustment paid subsequent to the three months ended March 31, 2013. 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. 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 $10,571 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.

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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:

	March 31, 2014				December 31, 2013
	Italy		Chile		Italy		Chile
Balance Sheet Data:
Current assets	$	171,591	$	74,166	$	156,844	$	66,867
Other assets (primarily buildings and equipment)		250,729		86,532		259,392		88,936
Current liabilities		112,781		26,086		108,769		25,643
Other liabilities (primarily long-term debt)		149,785		14,482		149,578		14,482
Net assets	$	159,754	$	120,130	$	157,889	$	115,678

	Three Months Ended March 31,
	2014				2013
	Italy		Chile		Italy			Chile
Income Statement Data:
Total revenues	$	33,279	$	20,105	$	33,009		$	17,593
Gross profit		15,450		8,718		196			9,215
Income/(loss) before income taxes		7,641		5,566		(1,653	)		8,885
Net earnings/(loss)		2,365		4,452		(1,271	)		6,868

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.

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

	Three Months Ended March 31,
	2014		2013
Equity in the net earnings of unconsolidated affiliates	$	3,921	$	4,104
Distributions from equity affiliates	$	—	$	1,943

	March 31, 2014		December 31, 2013
Investments in unconsolidated affiliates	$	154,258	$	150,558

Our equity earnings from our projects in Italy were $1,161 in the first three months of 2014 and were inconsequential in the first three months of 2013.

Our equity earnings from our project in Chile were $2,760 and $4,227 in the first three months of 2014 and 2013, respectively. The decrease in equity earnings in the first three months of 2014, compared to the same period in 2013, was primarily driven by a reversal of a risk contingency in the first quarter of 2013 associated with the insurance proceeds received by our project in Chile in connection with its 2010 earthquake loss. Excluding this item, equity earnings would have shown an increase when comparing the first three months of 2014 to the same period in 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 March 31, 2014 or December 31, 2013.

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:

	Three Months Ended March 31,
	2014		2013
Fees for operations and maintenance services (included in operating revenues)	$	2,728	$	2,804

	March 31, 2014		December 31, 2013
Receivable from our unconsolidated affiliate in Chile (included in trade receivables)	$	13,904	$	7,866

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 March 31, 2014 and December 31, 2013. 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.

	March 31, 2014		December 31, 2013
Balance Sheet Data (excluding intercompany balances):
Current assets	$	5,395	$	5,897
Other assets (primarily buildings and equipment)		35,084		36,118
Current liabilities		2,637		3,024
Other liabilities		4,657		4,819
Net assets	$	33,185	$	34,172

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4. Goodwill and Other Intangible Assets

We have tracked accumulated goodwill impairments since the beginning of fiscal year 2002, our date of adoption of the accounting guidelines related to the assessment of goodwill for impairment. There were no accumulated goodwill impairment losses since 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
	March 31, 2014		December 31, 2013		March 31, 2014		December 31, 2013
Geographic Regions:
North America	$	83,845	$	84,447	$	4,266	$	4,266
Asia		786		761		—		—
Europe		6,835		6,787		73,060		72,959
Middle East		585		581		—		—
Total	$	92,051	$	92,576	$	77,326	$	77,225

The changes in each of the regions during the three months ended March 31, 2014 were the result of the impact of foreign currency translation adjustments.

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

	March 31, 2014							December 31, 2013
	Gross					Net		Gross					Net
	Carrying		Accumulated			Carrying		Carrying		Accumulated			Carrying
	Amount		Amortization			Amount		Amount		Amortization			Amount
Patents	$	41,539	$	(34,973	)	$	6,566	$	41,526	$	(34,477	)	$	7,049
Trademarks		66,322		(34,682	)		31,640		66,320		(34,113	)		32,207
Customer relationships, pipeline and backlog		93,824		(28,475	)		65,349		95,199		(25,911	)		69,288
Technology		6,897		(2,217	)		4,680		6,887		(1,968	)		4,919
Total	$	208,582	$	(100,347	)	$	108,235	$	209,932	$	(96,469	)	$	113,463

As of March 31, 2014, the net carrying amounts of our identifiable intangible assets were $44,103 for our Global Power Group and $64,132 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 three months ended March 31, 2014 and 2013.

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

	Three Months Ended March 31,
	2014		2013
Amortization expense	$	4,108	$	4,054
Approximate full year amortization expense for years:
2014			$	16,300
2015				11,900
2016				9,600
2017				9,200
2018				9,000

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5. Borrowings

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

	March 31, 2014						December 31, 2013
	Current		Long-term		Total		Current		Long-term		Total
Capital Lease Obligations	$	3,212	$	50,593	$	53,805	$	3,040	$	51,359	$	54,399
Special-Purpose Limited Recourse Project Debt:
FW Power S.r.l.		7,444		55,799		63,243		7,433		55,722		63,155
Energia Holdings, LLC at 11.443% interest, due April 15, 2015		2,040		5,355		7,395		2,040		5,355		7,395
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	$	12,696	$	113,030	$	125,726	$	12,513	$	113,719	$	126,232
Estimated fair value					$	140,130					$	139,912

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 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 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 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 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 senior credit agreement contains various customary restrictive covenants. In addition, our 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 senior credit agreement. We have been in compliance with all financial covenants and other provisions of our senior credit agreement during the three months ended March 31, 2014 and 2013.

We had approximately $304,500 and $253,900 of letters of credit outstanding under our senior credit agreement as of March 31, 2014 and December 31, 2013, respectively. The letter of credit fees under our senior credit agreement as of March 31, 2014 and December 31, 2013 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 as of March 31, 2014 and December 31, 2013.

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, which we refer to as OPEB 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

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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 2014, we are not required to make any mandatory contributions to our U.S. pension plans. The following table provides details on 2014 mandatory contribution activity for our non-U.S. pension plans:

Contributions in the three months ended March 31, 2014	$	5,400
Remaining contributions expected for the year 2014		17,900
Contributions expected for the year 2014	$	23,300

We did not make any discretionary contributions during the first three months of 2014; however, we may elect to make discretionary contributions to our U.S. and/or non-U.S. pension plans during the remainder of 2014.

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						OPEB Plans
	Three Months Ended March 31,						Three Months Ended March 31,
	2014			2013			2014			2013
Net periodic benefit (credit)/cost:
Service cost	$	298		$	300		$	12		$	18
Interest cost		14,020			12,829			588			859
Expected return on plan assets		(18,127	)		(16,291	)		—			—
Amortization of loss/(gain)		4,144			4,474			(29	)		190
Amortization of prior service credit		(571	)		(390	)		(874	)		(874	)
Amortization of transition obligation		5			14			—			—
Net periodic benefit (credit)/cost	$	(231	)	$	936		$	(303	)	$	193

The components of net periodic benefit (credit)/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. Also refer to Note 10 for the related tax effect on pension and other postretirement benefit adjustments that are recognized in other comprehensive loss.

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 breach of covenants, breach of representations and warranties, as well as potential exposure for retained liabilities, environmental matters and third party claims 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; however many of our indemnification obligations, including for environmental matters, are capped. Historically, our payments under these indemnification obligations have not had a significant effect on our business, financial condition, results of operations or cash flows. We believe that if we were to incur a loss related to any of these matters, such loss would not have a significant effect on our business, financial condition, results of operations or cash flows.

We maintain liabilities for environmental matters for properties owned and for properties covered under the indemnification obligations described above for businesses and/or assets that we previously owned and sold to third parties. As of March 31, 2014 and December 31, 2013, the carrying amounts of our environmental liabilities were $6,700 and $6,800, respectively.

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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.

	Three Months Ended March 31,
Warranty Liability:	2014			2013
Balance at beginning of year	$	73,500		$	90,100
Accruals		5,500			6,100
Settlements		(1,600	)		(2,000	)
Adjustments to provisions *		(5,500	)		(3,700	)
Foreign currency translation		900			(2,200	)
Balance at end of period	$	72,800		$	88,300

* 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 $1,036,500 and $960,500 as of March 31, 2014 and December 31, 2013, 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.

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	March 31, 2014		December 31, 2013		Balance Sheet Location	March 31, 2014		December 31, 2013
Derivatives designated as hedging instruments:
Interest rate swap contracts	Other assets	$	—	$	—	Other long-term liabilities	$	8,757	$	7,866
Derivatives not designated as hedging instruments:
Foreign currency forward contracts	Contracts in process or billings in excess of costs and estimated earnings on uncompleted contracts		1,266		7,157	Contracts in process or billings in excess of costs and estimated earnings on uncompleted contracts		1,406		2,018
Foreign currency forward contracts	Other accounts receivable		64		204	Accounts payable		106		387
Total derivatives		$	1,330	$	7,361		$	10,269	$	10,271

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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 March 31, 2014. 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 March 31, 2014, we had a total gross notional amount, measured in U.S. dollar equivalent, of approximately $277,200 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 2014 through 2016.

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:

		Amount of Gain/(Loss)
	Location of Gain/(Loss)	Recognized in Income on Derivatives
Derivatives Not Designated as Hedging Instruments	Recognized	Three Months Ended March 31,
	in Income on Derivatives	2014			2013
Foreign currency forward contracts	Cost of operating revenues	$	(828	)	$	(7,320	)
Foreign currency forward contracts	Other deductions, net		116			(1,276	)
Total		$	(712	)	$	(8,596	)

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

During the three months ended March 31, 2014 and 2013, we included net cash inflows/(outflows) on the settlement of derivatives of $3,711 and $(889), 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 $56,900 as of March 31, 2014.

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.

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

	Three Months Ended March 31,
	2014			2013
Unrealized loss recognized in other comprehensive income	$	(1,456	)	$	(448	)
Loss reclassified from accumulated other comprehensive loss to interest expense		585			625

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. See Note 10 for the related tax effect on cash flow hedges that are recognized in other comprehensive income.

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:

	Three Months Ended March 31,
	2014		2013
Share-based compensation	$	4,617	$	4,590
Related income tax benefit		300		185

As of March 31, 2014, 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 $21,667, $14,612 and $1,977, 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 did not grant any stock options during the three months ended March 31, 2014 or 2013.

Our share-based compensation plan includes 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.

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Reconciliations of temporary equity for the three months ended March 31, 2014 and 2013 were as follows:

	Three Months Ended March 31,
	2014			2013
Balance at beginning of year	$	15,664		$	8,594
Compensation cost during the period for those equity awards with intrinsic value on the grant date		3,833			3,392
Intrinsic value of equity awards vested during the period for those equity awards with intrinsic value on the grant date		(8,865	)		(3,794	)
Balance at end of period	$	10,632		$	8,192

Our articles of association provide for conditional capital for the issuance of shares under our share-based compensation plan 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 March 31, 2014, our remaining available conditional capital was 57,775,870 shares.

10. Accumulated Other Comprehensive Loss

Below are the adjustments included in other comprehensive loss related to foreign currency translation, cash flow hedges and pension and other postretirement benefits and their related tax provision/(benefit) and balances attributable to noncontrolling interests and Foster Wheeler AG:

	Three Months Ended March 31,
	2014			2013
Foreign currency translation	$	(3,288	)	$	(14,413	)
Tax impact		(7	)		—
Foreign currency translation, net of tax		(3,295	)		(14,413	)
Less: Attributable to noncontrolling interests		(570	)		(789	)
Attributable to Foster Wheeler AG	$	(2,725	)	$	(13,624	)
Cash flow hedges*	$	(1,348	)	$	317
Tax impact		473			(80	)
Attributable to Foster Wheeler AG	$	(875	)	$	237
Pension and other postretirement benefits	$	(1,305	)	$	3,414
Tax impact		156			(355	)
Pension and other postretirement benefits, net of tax		(1,149	)		3,059
Less: Attributable to noncontrolling interests		4			2
Attributable to Foster Wheeler AG	$	(1,153	)	$	3,057
Other comprehensive loss attributable to Foster Wheeler AG	$	(4,753	)	$	(10,330	)

* Cash flow hedges include the impact of our proportionate share from unconsolidated affiliates accounted for under the equity method of accounting.

No tax is provided on foreign currency translation adjustments in comprehensive income to the extent the related earnings are indefinitely reinvested in each subsidiary’s country of domicile.

Reclassifications from accumulated other comprehensive loss related to cash flow hedges 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.

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Below is a rollforward of accumulated other comprehensive loss adjusted for other comprehensive income/(loss) items attributable to Foster Wheeler AG (all amounts net of tax):

	Accumulated Other Comprehensive Loss
	Accumulated Foreign Currency Translation			Cash Flow Hedges			Pension and Other Postretirement Benefits			Total  Accumulated Other Comprehensive Loss
Balance at December 31, 2012	$	(86,729	)	$	(12,412	)	$	(468,462	)	$	(567,603	)
Other comprehensive (loss)/income		(13,624	)		237			3,057			(10,330	)
Balance at March 31, 2013	$	(100,353	)	$	(12,175	)	$	(465,405	)	$	(577,933	)
Balance at December 31, 2013	$	(92,017	)	$	(8,845	)	$	(408,455	)	$	(509,317	)
Other comprehensive loss		(2,725	)		(875	)		(1,153	)		(4,753	)
Balance at March 31, 2014	$	(94,742	)	$	(9,720	)	$	(409,608	)	$	(514,070	)

11. 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 2014

Our effective tax rate for the first three months of 2014 was greater than the U.S. statutory rate of 35% primarily because of the disproportionately higher share of losses from jurisdictions where we are unable to recognize a tax benefit because of a valuation allowance. However, we expect the effective tax rate for the first quarter to be an exception and not indicative of the remaining quarters in 2014.

The increase in our effective tax rate for the first three months of 2014 was higher than the U.S. statutory rate of 35% primarily due to the net impact of the following:

• During the first three months of 2014, income earned in non-U.S. jurisdictions contributed to an approximate 11-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. We anticipate a similar impact on our 2014 full-year effective tax rate; and

• During the first three months of 2014, 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 16-percentage point increase in our effective tax rate. We do not anticipate this adjustment to be representative of the impact on our 2014 full-year effective tax rate. We expect the impact of losses subject to a valuation allowance to have a minimal impact on our 2014 full-year effective tax rate.

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Effective Tax Rate for 2013

Our effective tax rate for the first three 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 17-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 six-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 2025 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 2009.

A number of tax years are under audit by the relevant tax authorities in various jurisdictions, including the U.S. and several states within the U.S. We anticipate that several of these audits may be concluded in the foreseeable future, including during the remainder of 2014. 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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12. Business Segments

We operate through two business 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 export 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 owns and operates electric power generating wind farms in Italy and also owns a noncontrolling interest in two electric power generation projects, one waste-to-energy project and one wind farm project, all of which are located in Italy, and a noncontrolling interest in a joint venture company that is fully licensed to engineer, procure and construct processing facilities in China. 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 installs 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 from Continuing Operations

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

	Three Months Ended March 31,
	2014		2013
Operating Revenues (Third-Party) by Industry:
Power generation	$	182,855	$	182,464
Oil refining		203,034		323,738
Pharmaceutical		20,499		37,846
Oil and gas		103,774		85,258
Chemical/petrochemical		152,344		102,179
Power plant design, operation and maintenance		54,639		44,627
Environmental		1,670		1,224
Other, net of eliminations		14,884		12,808
Total	$	733,699	$	790,144
Operating Revenues (Third-Party) by Business Segment:
Global E&C Group	$	553,261	$	587,974
Global Power Group		180,438		202,170
Total	$	733,699	$	790,144
Operating Revenues (Third-Party) by Geographic Region:
Africa	$	13,169	$	18,912
Asia Pacific		221,827		193,013
Europe		144,446		188,189
Middle East		114,397		64,923
North America		185,960		241,594
South America		53,900		83,513
Total	$	733,699	$	790,144

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.

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

	Three Months Ended March 31,
	2014			2013
EBITDA:
Global E&C Group	$	40,054		$	35,188
Global Power Group		28,726			24,687
C&F Group *		(24,018	)		(19,797	)
Discontinued operations		—			41
Total EBITDA		44,762			40,119
Less: Discontinued operations		—			41
EBITDA from continuing operations		44,762			40,078
Add: Net (loss)/income attributable to noncontrolling interests		(2,127	)		3,279
Less: Interest expense		3,662			2,672
Less: Depreciation and amortization		14,315			15,342
Income from continuing operations before income taxes		24,658			25,343
Less: Provision for income taxes		9,718			5,160
Income from continuing operations		14,940			20,183
Loss from discontinued operations**		—			(3,878	)
Net income		14,940			16,305
Less: Net (loss)/income attributable to noncontrolling interests		(2,127	)		3,279
Net income attributable to Foster Wheeler AG	$	17,067		$	13,026

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

** Loss from discontinued operations for the three months ended March 31, 2013 included an impairment charge of $3,919 recognized in connection with our Camden, New Jersey waste-to-energy facility. Please refer to Note 14 for further information.

EBITDA in the above table includes the following:

	Three Months Ended March 31,
	2014		2013
Net increase in contract profit from the regular revaluation of final estimated contract profit revisions:(1)
Global E&C Group	$	3,300	$	10,500
Global Power Group		9,900		8,500
Total	$	13,200	$	19,000
Net asbestos-related provision in our C&F Group(2)	$	2,000	$	2,000
Charges for severance-related postemployment benefits:
Global E&C Group	$	900	$	1,200
Global Power Group		100		400
C&F Group		—		400
Total	$	1,000	$	2,000

(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) Please refer to Note 13 for further information regarding the revaluation of our asbestos liability and related asset.

During 2013, we initiated restructuring actions relating to ongoing cost reduction efforts within our Global Power Group, including severance-related postemployment benefits and consolidation of manufacturing operations. We recorded net pre-tax restructuring costs totaling $19,100 for restructuring actions initiated in 2013.

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We are expecting to complete the severance-related postemployment benefits activities in 2014 and the majority of facility-related cost reduction actions in 2015. No specific plans for significant other actions have been finalized at this time. The following table summarizes the liability balances and utilization by cost type related to the 2013 restructuring actions:

Net pre-tax restructuring costs	Severance			Facility exit,  lease termination & other costs			Total
Balance as of December 31, 2013	$	11,400		$	2,100		$	13,500
2014 charge		—			—			—
Utilization and foreign exchange		(1,827	)		(47	)		(1,874	)
Balance as of March 31, 2014	$	9,573		$	2,053		$	11,626

The accounting policies of our business segments are the same as those described in our summary of significant accounting policies as disclosed in our 2013 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.

Loss from discontinued operations included the following:

	Three Months Ended March 31,
	2014		2013
EBITDA from discontinued operations	$	—	$	41
Less: Interest expense		—		—
Less: Depreciation and amortization*		—		3,919
Loss from discontinued operations before income taxes*		—		(3,878	)
Less: Provision for income taxes		—		—
Loss from discontinued operations*	$	—	$	(3,878	)

* During 2013, we recorded an impairment charge of $3,919 in connection with our Camden, New Jersey waste-to-energy facility which was recorded as depreciation expense within income/(loss) from discontinued operations. Please refer to Note 14 for further information.

13. 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:

	Three Months Ended March 31,
Number of Claims by period:	2014			2013
Open claims at beginning of period		125,240			125,310
New claims		990			1,210
Claims resolved		(1,950	)		(1,040	)
Open claims at end of period		124,280			125,480

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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 first quarter of 2029. 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.

U.S. Asbestos	March 31, 2014		December 31, 2013
Asbestos-related assets recorded within:
Accounts and notes receivable-other	$	20,621	$	20,256
Asbestos-related insurance recovery receivable		90,831		91,225
Total asbestos-related assets	$	111,452	$	111,481
Asbestos-related liabilities recorded within:
Accrued expenses	$	46,900	$	52,600
Asbestos-related liability		218,459		225,600
Total asbestos-related liabilities	$	265,359	$	278,200
Liability balance by claim category:
Open claims	$	42,793	$	46,800
Future unasserted claims		222,566		231,400
Total asbestos-related liabilities	$	265,359	$	278,200

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 three months of 2014 as a result of indemnity and defense cost payments totaling approximately $14,800, partially offset by the impact of an increase in the liability related to our rolling 15-year asbestos-related liability estimate of approximately $2,000. 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 first quarter of 2029.

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 first quarter of 2029, 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 first quarter of 2029, 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 first quarter of 2029.

Through March 31, 2014, total cumulative indemnity costs paid, prior to insurance recoveries, were approximately $835,900 and total cumulative defense costs paid were approximately $414,600, or approximately 33% of total defense and indemnity costs. The overall historic average combined indemnity and defense cost per resolved claim through March 31, 2014 has been approximately $3.3. 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 first quarter of 2029. Our asbestos-related assets have not been discounted for the time value of money.

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Our insurance recoveries may be limited by future insolvencies among our insurers. 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 March 31, 2014 and December 31, 2013, 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 three months ended March 31, 2014 or 2013. 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.

Our net asbestos-related provision during the three months ended March 31, 2014 and 2013 was approximately $2,000 in both periods and the provision in each period was the result of the accrual of our rolling 15-year asbestos liability estimate.

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

	Three Months Ended March 31,
	2014		2013
Asbestos litigation, defense and case resolution payments	$	14,800	$	14,600
Insurance proceeds		—		(8,900	)
Net asbestos-related payments	$	14,800	$	5,700

We expect to have net cash outflows of $32,100 during the full year 2014 as a result of asbestos liability indemnity and defense payments in excess of insurance proceeds. 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, 2013 liability estimate, an increase of 25% in the average per claim indemnity settlement amount would increase the liability by $40,300 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, 1,059 claims have been brought against our U.K. subsidiaries, of which 278 remained open as of March 31, 2014. 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 first quarter of 2029:

U.K. Asbestos	March 31, 2014		December 31, 2013
Asbestos-related assets:
Accounts and notes receivable-other	$	1,493	$	1,483
Asbestos-related insurance recovery receivable		27,880		29,264
Total asbestos-related assets	$	29,373	$	30,747
Asbestos-related liabilities:
Accrued expenses	$	1,493	$	1,483
Asbestos-related liability		30,211		31,580
Total asbestos-related liabilities	$	31,704	$	33,063
Liability balance by claim category:
Open claims	$	6,955	$	8,487
Future unasserted claims		24,749		24,576
Total asbestos-related liabilities	$	31,704	$	33,063

The liability estimates are based on a U.K. House of Lords judgment that pleural plaque claims do not amount to a compensable injury. If this ruling is reversed by legislation, the total asbestos liability recorded in the U.K. would increase to approximately $51,200, with a corresponding increase in the asbestos-related asset.

Project Claims

In addition to the specific matters 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.

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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.

On August 30, 2013, our client filed a petition with the U.S. Bankruptcy Court for the District of Delaware seeking to reorganize under Chapter 11 of the U.S. Bankruptcy Code. The filing automatically stayed all proceedings against our client, including the four-party arbitration discussed above. Our client’s filing included a motion seeking authorization for the use of cash collateral to fund its activities during the bankruptcy proceedings. In its motion, our client indicated its intent to draw on performance and retention letters of credit we previously issued in connection with the contract totaling approximately $59,000, contending that the funds were needed to fund operations during the bankruptcy and make repairs to the power plant. We opposed the motion on various grounds, including that any such draw would be unsupported and wrongful, and applied for an order temporarily restraining our client from drawing on the letters of credit, lifting the automatic stay of the arbitration proceeding and transferring the question of our client’s right to draw on our letters of credit back to the arbitration for resolution in the context of the overall dispute. The bankruptcy court granted our application for temporary restraint and scheduled a further hearing on the issue, which on successive applications by our client was adjourned to November 21, 2013.

On November 1, 2013, our client filed a motion seeking the bankruptcy court’s approval of proposed debtor-in-possession financing. On November 13, 2013, our client filed its plan of reorganization. The confirmation hearing for the plan of reorganization is currently scheduled for May 21, 2014. On November 15, 2013, our client signed a stipulation to modify and lift the automatic stay of the arbitration proceedings by the bankruptcy filing to permit the arbitration to proceed as to all issues other than issues related to our letters of credit, which stipulation was approved by the bankruptcy court. The court-approved stipulation also provided for the withdrawal of our client’s motion to draw on our letters of credit and a bar to re-filing such motion prior to March 1, 2014, absent exigent circumstances. Following the lifting of the bankruptcy stay, a scheduling conference was held by the arbitration panel in December 2013 and the panel extended the various procedural deadlines in the case. The final hearing is now set for the first and second quarters of 2015.

The debtor-in-possession financing facility was approved by the court on November 21, 2013. The plan of reorganization contemplates, and any funding from the debtor-in-possession financing is conditioned upon, the achievement of various milestones by specified dates. One of the milestones is the reduction to zero by the bankruptcy court of the value of our mechanics lien and the mechanics liens of the turbine and erection contractors through a “claims estimation” proceeding. Our client moved to compel claims estimation on December 11, 2013. We and the turbine and erection contractors opposed the motion on various grounds. The motion was set to be heard on February 7, 2014 but adjourned at the request of our client to February 12, 2014. On February 10, 2014, we agreed to a partial settlement of the outstanding claims under our supply contract with our client. Under the agreement, we will perform certain new work on the steam generation equipment in exchange for (i) a release from our client of liability for alleged defects in the steam generation equipment, (ii) restriction of our client’s right to draw on our letters of credit to disputes involving the new work, and (iii) a court-approved assignment of our client’s right to seek indemnification for the cost of the new work from the erection and turbine contractors. Also, under the agreement we will release our client from liability for our $14,800 in project claims related to delays, out of scope work, and improperly assessed delay liquidated damages in exchange for a court-approved assignment of our client’s right to seek indemnification for these claims from the turbine and erection contractors. The settlement agreement is subject to bankruptcy court approval, which approval was granted on March 7, 2014. The erection contractor has appealed the approval order, but has not applied to stay its enforcement during the pendency of the appeal. Accordingly, we are proceeding with the new work and intend to vigorously pursue in the arbitration our claims for the $14,800 in project claims and for the cost of the new work against the turbine and erection contractors. Our client’s claims estimation motion, which was adjourned pending approval by the agreement of the bankruptcy court, has now been withdrawn as against us.

Our letters of credit remain in place and we will vigorously oppose any attempt to draw down on them.

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 $86,600 based on the exchange rate in effect as of March 31, 2014), 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

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counterclaims that it may be asserting in the arbitration, purportedly totaling in excess of £55,000 (approximately $91,600 based on the exchange rate in effect as of March 31, 2014). 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 $1,032,200 based on the exchange rate in effect as of March 31, 2014) 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 $1,032,200 based on the exchange rate in effect as of March 31, 2014) cited above, is seeking damages for lost profits in the amount of £555,000 (approximately $924,000 based on the exchange rate in effect as of March 31, 2014). 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 $19,100 based on the exchange rate in effect as of March 31, 2014), 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 $47,900 based on the exchange rate in effect as of March 31, 2014). 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. Our client moved to dismiss the arbitration as premature under the terms of the contract, and we opposed that motion. The motion has been denied by the panel. Also, pursuant to our request, the panel scheduled a hearing early in the first quarter of 2014 for our claims for unpaid receivables, along with our client’s counterclaim for a deductive change order in the amount of approximately £21,600 (approximately $36,000 based on the exchange rate in effect as of March 31, 2014). An initial session of that hearing took place in January 2014 and a further session is scheduled for May 2014. The remaining claims and counterclaims, including our client’s counterclaim for lost profits, are scheduled to be heard late in the fourth quarter of 2014. 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.

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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. During the third quarter of 2013, FWEC received a USEPA invoice under the foregoing agreement for payment of $258 of response costs USEPA claims it incurred from March 2012 to February 2013. 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

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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.

Shareholder Class Action Lawsuits

Four putative class action lawsuits have been filed on behalf of Foster Wheeler AG shareholders against Foster Wheeler AG, or the Company, and the Board of Directors of Foster Wheeler AG, or the Board, seeking to enjoin the proposed acquisition of the Company by AMEC from proceeding. The first of such lawsuits was filed on March 4, 2014. Two of the lawsuits are pending in Texas state court and the other two lawsuits are pending in the United States District Court for the District of New Jersey. AMEC is named as a co-defendant in the two Texas state court lawsuits. The complaints contain similar, standardized allegations. Plaintiffs allege that the directors breached fiduciary duties owed to plaintiff and the Company’s other shareholders in pursuing the plan to sell the Company, and that the Company aided and abetted the defendant directors in committing such breach. In particular, plaintiffs allege that AMEC’s per share exchange offer to acquire all of the Company’s shares does not adequately compensate the Company’s shareholders for their investment and significantly undervalues the Company’s prospects as a standalone entity, that the consideration fails to take into account the value expected to be realized by AMEC as a result of the proposed acquisition, that the Board permitted Company management to lead the negotiations with AMEC when management was improperly incentivized to pursue the proposed acquisition, and that the Implementation Agreement improperly contains a number of deal protection devices designed to preclude any competing bids from emerging during the period following the announcement of the proposed acquisition in the Company’s Form 8-K filing. Plaintiffs are in the process of serving summonses and complaints upon the Company and its Board. No class has been constituted yet. The Company believes that the allegations are without merit and intends to vigorously oppose the lawsuits on behalf of itself and on behalf of its Board.

14. Discontinued Operations

During the first quarter of 2013, we recorded an impairment charge of $3,919 at our waste-to-energy facility in Camden, New Jersey 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 first quarter of 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 and we completed the sale of the facility in August 2013. The presentation of the financial results and asset and liability balances of this business for the periods prior to the completion of the sale have been reclassified on our consolidated statement of operations, consolidated balance sheet and consolidated statement of cash flows under the respective captions related to discontinued operations, and these reclassifications have been made in the notes to our consolidated financial statements. Prior to the sale, the business had been classified on our consolidated balance sheet as of June 30, 2013 under the respective current and non-current captions of assets held for sale and liabilities held for sale as a result of our Board of Directors’ approval of our plan to sell the facility, which met the accounting criteria as a business held for sale and the criteria for classification as a discontinued operation. We did not recognize depreciation on long-lived assets while held for sale. Our Camden facility was formerly included in our Global Power Group business segment.

We completed the sale of our Camden facility in August 2013. Based on the proceeds received and costs of disposal, we recognized a gain of $300 within income/(loss) from discontinued operations before income taxes on the consolidated statement of operations during the quarter and nine months ended September 30, 2013.

Operating revenues related to our discontinued operations, which were exclusively in the U.S., were $6,144 during the three months ended March 31, 2013.

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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, 2013, which we refer to as our 2013 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 2013 Form 10-K, which we filed with the Securities and Exchange Commission, or SEC, on February 27, 2014, and the following, could cause business conditions and our results to differ materially from what is contained in forward-looking statements:

• the timing and success of the proposed offer and acquisition of us by AMEC plc;

• the risk that our business will be adversely impacted during the pending proposed offer and acquisition of us by AMEC plc;

• benefits, effects or results of our redomestication to Switzerland;

• 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, natural disasters and/or adverse weather conditions 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. The results of operations of these acquired businesses have been included in our Global E&C Group business segment.

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 three months ended March 31, 2014. Throughout this Item 2, where period-to-period financial results have been impacted by these acquisitions, we have referred to these acquisitions as “businesses acquired subsequent to the three months ended March 31, 2013.”

In March 2014, we entered into a merger implementation agreement with MDM Engineering Group Limited (“MDM Engineering”), which is based in South Africa and is a minerals process and project management company focused on the mining industry. MDM Engineering provides a wide range of services from preliminary and final feasibility studies, through to plant design, construction and commissioning. The transaction closing is expected to occur in the latter half of 2014 and upon closing, the results of operations of this business will be included within our Global E&C Group business segment.

We are also exploring acquisitions within the power generation industry to complement the products which our Global Power Group offers. During April 2014, we acquired certain assets of the Siemens Environmental Systems and Services business from Siemens Energy, Inc. in a cash transaction for a nominal amount. This business supplies and services clean air technologies for use in power plants and industrial facilities. The transaction closing is expected to occur in the second quarter of 2014 and upon closing, the results of operations of this business will be included within our Global Power Group business segment.

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 2014 and 2013.

On April 17, 2013, our Board of Directors approved a plan to sell our waste-to-energy facility in Camden, New Jersey and we completed the sale of the facility in August 2013. The presentation of the financial results and asset and liability balances of this business for the periods prior to the completion of the sale have been reclassified on our consolidated statement of operations, consolidated balance sheet and consolidated statement of cash flows under the respective captions related to discontinued operations. These reclassifications have also 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. Prior to the sale, the business had been classified on our consolidated balance sheet under the respective current and non-current captions of assets held for sale and liabilities held for sale and we did not recognize depreciation on long-lived assets while held for sale. Our Camden facility was formerly included in

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our Global Power Group business segment. We completed the sale of our Camden facility in August 2013 for a minimal gain. Please refer to Note 14 to the consolidated financial statements in this quarterly report on Form 10-Q for further information regarding our discontinued operations.

On February 13, 2014, we entered into an Implementation Agreement with AMEC plc (“AMEC”) relating to the acquisition of all of the issued and to be issued registered shares, par value CHF 3.00 per share, of Foster Wheeler AG (the “FW shares”) by AMEC. On the terms and subject to the conditions of the Implementation Agreement, AMEC will commence an exchange offer (the “Offer”) to acquire all of the FW shares. Please refer to Note 1 to the consolidated financial statements in this quarterly report on Form 10-Q for further information regarding the AMEC Offer.

On February 26, 2014, our Board of Directors approved a proposal to our shareholders for a one-time dividend of $0.40 per share. Please refer to Note 1 to the consolidated financial statements in this quarterly report on Form 10-Q for further information regarding our proposed dividend.

Summary Financial Results for the Three Months Ended March 31, 2014 and 2013

Continuing Operations

Our summary financial results for the three months ended March 31, 2014 and 2013 from our continuing operations are as follows:

	Three Months Ended March 31,
	2014			2013
Consolidated Statement of Operations Data:
Operating revenues(1)	$	733,699		$	790,144
Contract profit(1)		115,535			119,446
Selling, general and administrative expenses(1)		82,047			90,332
Income attributable to Foster Wheeler AG	$	17,067		$	16,904
Earnings per share:
Basic	$	0.17		$	0.16
Diluted	$	0.17		$	0.16
Net cash used in operating activities (2)	$	(43,675	)	$	(36,114	)

⁽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 $527,867 and $556,190 as of March 31, 2014 and December 31, 2013, respectively.

Income from continuing operations attributable to Foster Wheeler AG was relatively unchanged during the first three months of 2014, compared to the same period of 2013. Income from continuing operations attributable to Foster Wheeler AG included the favorable pre-tax impact of the increase in EBITDA of $8,900 from our operating groups. Our Global E&C Group and our Global Power Group experienced increases in EBITDA of $4,900 and $4,000, respectively, during the first three months of 2014, compared to the same period of 2013. These increases in EBITDA from our operating groups were partially offset by an unfavorable change in EBITDA from our C&F Group of $4,200. The favorable pre-tax impact from increased EBITDA was offset by the unfavorable impact on our results of a higher effective tax rate during the first three months of 2014 of 39.4%, compared to an effective tax rate of 20.4% during the same period in 2013.

Please refer to the section entitled “—Results of Operations-Continuing Operations-Business Segments,” within this Item 2, for further discussion related to EBITDA results of our operating groups.

Discontinued Operations

Loss from discontinued operations attributable to Foster Wheeler AG during the first three months of 2013 included the impact of an impairment charge of $3,900. This business was sold in the third quarter of 2013. Please refer to Note 14 to the consolidated financial statements in this quarterly report on Form 10-Q for further information regarding our discontinued operations.

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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 for the quarter ended March 31, 2013, which were insignificant based on our consolidated and business group balances:

	Quarter Ended
	March 31, 2014		December 31, 2013		March 31, 2013
New orders, measured in terms of future revenues:
Global E&C Group*	$	560,700	$	535,600	$	467,700
Global Power Group		482,000		225,700		198,900
Total*	$	1,042,700	$	761,300	$	666,600

* Amounts for the Global E&C Group include flow-through revenues, as defined in the section entitled —“Results of Operations-Continuing Operations-Operating Revenues” within this Item 2, of $75,000, $124,000, and $69,400 for the quarters ended March 31, 2014, December 31, 2014 and March 31, 2013, respectively.

	As of
	March 31, 2014		December 31, 2013
Backlog of unfilled orders, measured in terms of future revenues	$	4,225,400	$	4,004,600
Backlog, measured in terms of Foster Wheeler scope*	$	3,846,700	$	3,578,400
Global E&C Group man-hours in backlog (in thousands)		21,200		21,400

* 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. While both of our business groups have been impacted by unfavorable economic growth rates in most of their respective global markets in recent years, global economic activity has strengthened since the latter portion of 2013 and we believe that it will continue to strengthen during 2014. However, there are a number of risks to the strengthening economic outlook: increased risks related to slower growth than anticipated in the emerging market economies; risk of lower-than-expected inflation in advanced economies, particularly the Eurozone, where persistent low inflation could harm the fragile economic recovery by reducing consumer spending and impacting the ability of governments and businesses to repay debt; and increased geopolitical risks. In addition, the political and civil situation in Ukraine has the potential to negatively impact project investment in the region, including Russia, and disrupt our ability to transact business in the surrounding region. 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 planned projects. This includes a pipeline of projects in North America which continues to strengthen 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 continue to strengthen as we progress through 2014, which we further believe

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will improve demand for the products and services of our Global Power Group, compared to recent years. However, a number of constraining market factors continue 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 in North America, driven by an increasing supply of natural gas, which has increased the attractiveness of natural gas, in relation to coal, 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 could negatively impact investment in the power sector, which in turn could negatively impact our Global Power Group’s ability to book work and which could have a material negative impact on our Global Power Group’s business. 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

Our operating revenues by geographic region, based upon where our projects are being executed, for the three months ended March 31, 2014 and 2013, were as follows:

	Three Months Ended March 31,
	2014		2013		$ Change			% Change
Africa	$	13,169	$	18,912	$	(5,743	)		(30.4	)%
Asia Pacific		221,827		193,013		28,814			14.9	%
Europe		144,446		188,189		(43,743	)		(23.2	)%
Middle East		114,397		64,923		49,474			76.2	%
North America		185,960		241,594		(55,634	)		(23.0	)%
South America		53,900		83,513		(29,613	)		(35.5	)%
Total	$	733,699	$	790,144	$	(56,445	)		(7.1	)%

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 three months ended March 31, 2014 and 2013 were as follows:

	Three Months Ended March 31,
	2014		2013		$ Change			% Change
Global E&C Group	$	553,261	$	587,974	$	(34,713	)		(5.9	)%
Global Power Group		180,438		202,170		(21,732	)		(10.7	)%
Total	$	733,699	$	790,144	$	(56,445	)		(7.1	)%

Our operating revenues decreased in the three months ended March 31, 2014, compared to the same period in 2013, primarily as a result of decreased flow-through revenues of $54,200, as described below. The decrease was net of the favorable impact in 2014 related to two businesses acquired by our Global E&C Group subsequent to the three months ended March 31, 2013. Excluding the impact of the change in flow-through revenues and currency fluctuations, our operating revenues were flat in the three months ended March 31, 2014, compared to the same period in 2013, which was the net result of increased operating revenues in our Global E&C Group, offset by decreased operating revenues in our Global Power Group.

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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

Three Months Ended March 31,
2014		2013		$ Change			% Change
$	115,535	$	119,446	$	(3,911	)		(3.3	)%

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 decreased during the three months ended March 31, 2014, compared to the same period in 2013. The decrease was the result of decreased contract profit by both our Global E&C Group and our Global Power Group.

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

Selling, General and Administrative (SG&A) Expenses

Three Months Ended March 31,
2014		2013		$ Change			% Change
$	82,047	$	90,332	$	(8,285	)		(9.2	)%

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

SG&A expenses decreased in the first three months of 2014, compared to the same period in 2013, primarily as a result of decreased sales pursuit costs of $5,600, decreased general overhead costs of $1,300 and the favorable impact resulting from the inclusion of a charge for severance-related postemployment benefits of $1,400 recognized in the first three months of 2013. The severance-related postemployment benefits charge of $1,400 recognized in the first three months of 2013 included charges in our Global E&C Group and our C&F Group of $1,000 and $400, respectively.

Other Income, net

Three Months Ended March 31,
2014		2013		$ Change		% Change
$	6,140	$	4,751	$	1,389		29.2	%

Other income, net in the three months ended March 31, 2014 consisted primarily of equity earnings of $4,300 generated from our investments, primarily 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 and our Global E&C Group’s projects in Italy were $2,800 and $1,200, respectively, during the three months ended March 31, 2014.

Other income, net increased in the first three months of 2014, compared to the same period in 2013. The increase included the impact of increased equity earnings of $300, which included the net impact of increased equity earnings in our Global E&C Group’s project in Italy of $1,300 and decreased equity earnings in our Global Power Group’s project in Chile of $1,400 as well as a net increase in equity earnings of $400 from our remaining projects. Additionally, the increase in other income, net included increased value-added tax refunds of $600 and increased governmental economic subsidies and other non-income-based tax credits of $200.

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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

Three Months Ended March 31,
2014		2013		$ Change		% Change
$	10,703	$	5,312	$	5,391		101.5	%

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. Net foreign 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.

Other deductions, net in the first three months of 2014 consisted primarily of legal fees of $9,000, which increased $3,500 in the first three months of 2014, compared to the same period in 2013. The increase in the first three months of 2014, compared to the same period in 2013, was primarily related to increased legal fees related to the Offer by AMEC.

Interest Income

Three Months Ended March 31,
2014		2013		$ Change			% Change
$	1,403	$	1,462	$	(59	)		(4.0	)%

Interest income was relatively unchanged in the three months ended March 31, 2014, compared to the same period in 2013, which was the net result of lower investment yields on cash and cash equivalents balances, substantially offset by higher average cash and cash equivalents balances.

Interest Expense

Three Months Ended March 31,
2014		2013		$ Change		% Change
$	3,662	$	2,672	$	990		37.1	%

Interest expense increased in the three months ended March 31, 2014, compared to the same period in 2013, primarily as a result of increased interest expense on uncertain tax positions, partially offset by the favorable impact from decreased average borrowings, excluding foreign currency translation effects.

Net Asbestos-Related Provision

Three Months Ended March 31,
2014		2013		$ Change		% Change
$	2,008	$	2,000	$	8		N/M

N/M - Not meaningful.

The net asbestos-related provision was relatively unchanged during the first three months of 2014, compared to the same period in 2013.

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Provision for Income Taxes

	Three Months Ended March 31,
	2014			2013			$ Change		% Change
Provision for income taxes	$	9,718		$	5,160		$	4,558		88.3	%
Effective tax rate		39.4	%		20.4	%

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 2014

Our effective tax rate for the first three months of 2014 was greater than the U.S. statutory rate of 35% primarily because of the disproportionately higher share of losses from jurisdictions where we are unable to recognize a tax benefit because of a valuation allowance. However, we expect the effective tax rate for the first quarter to be an exception and not indicative of the remaining quarters in 2014.

The increase in our effective tax rate for the first three months of 2014 was higher than the U.S. statutory rate of 35% primarily due to the net impact of the following:

• During the first three months of 2014, income earned in non-U.S. jurisdictions contributed to an approximate 11-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. We anticipate a similar impact on our 2014 full-year effective tax rate; and

• During the first three months of 2014, 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 16-percentage point increase in our effective tax rate. We do not anticipate this adjustment to be representative of the impact on our 2014 full-year effective tax rate. We expect the impact of losses subject to a valuation allowance to have a minimal impact on our 2014 full-year effective tax rate.

Effective Tax Rate for 2013

Our effective tax rate for the first three 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 17-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 six-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 2025 and beyond, based on current tax laws.

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Net (Loss)/Income Attributable to Noncontrolling Interests

Three Months Ended March 31,
2014			2013		$ Change			% Change
$	(2,127	)	$	3,279	$	(5,406	)		(164.9	)%

Net (loss)/income attributable to noncontrolling interests represents third-party ownership interests in the net (loss)/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 (loss)/income attributable to noncontrolling interests is based upon changes in the net (loss)/income of these subsidiaries and/or changes in the noncontrolling interests’ ownership interest in the subsidiaries.

Net income attributable to noncontrolling interests decreased during the first three months of 2014, compared to the same period in 2013, which was primarily the result of a decrease in net income from our subsidiaries in Malaysia, which experienced a net loss during the first three months of 2014, and a change in the project’s fee structure and allocation of earnings to our noncontrolling interest at our subsidiary in Martinez, California. Please refer to the section entitled “—Business Segments-Global Power Group,” within this Item 2, for further discussion related to a change in the allocation of earnings to our noncontrolling interest at our subsidiary in Martinez, California.

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.

Three Months Ended March 31,
2014		2013		$ Change		% Change
$	44,762	$	40,078	$	4,684		11.7	%

EBITDA increased in the first three months of 2014, compared to the same period in 2013. This increase was the result of an increase in EBITDA of $8,900 from our operating groups. Our Global E&C Group and our Global Power Group experienced increases in EBITDA of $4,900 and $4,000, respectively, during the first three months of 2014, compared to the same period of 2013. These increases in EBITDA from our operating groups were partially offset by an unfavorable change in EBITDA in our C&F Group of $4,200, which was primarily related to increased legal fees in connection with the Offer by AMEC. Please refer to Note 1 to the consolidated financial statements included in this quarterly report on Form 10-Q for further information related to the Offer by AMEC.

Please refer to the preceding discussion of each of these items within this “—Results of 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, 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;

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

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

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

	Three Months Ended March 31,
	2014			2013
EBITDA from continuing operations:
Global E&C Group	$	40,054		$	35,188
Global Power Group		28,726			24,687
C&F Group *		(24,018	)		(19,797	)
EBITDA from continuing operations		44,762			40,078
Less: Interest expense		3,662			2,672
Less: Depreciation and amortization		14,315			15,342
Less: Provision for income taxes		9,718			5,160
Income from continuing operations attributable to Foster Wheeler AG		17,067			16,904
Loss from discontinued operations**		—			(3,878	)
Net income attributable to Foster Wheeler AG	$	17,067		$	13,026

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

** Loss from discontinued operations for the three months ended March 31, 2013 included an impairment charge of $3,900 recognized in connection with our Camden, New Jersey waste-to-energy facility. Please refer to Note 14 to the consolidated financial statements included in this quarterly report on Form 10-Q for further information.

EBITDA in the above table includes the following:

	Three Months Ended March 31,
	2014		2013
Net increase in contract profit from the regular revaluation of final estimated contract profit revisions: (1)
Global E&C Group	$	3,300	$	10,500
Global Power Group		9,900		8,500
Total	$	13,200	$	19,000
Net asbestos-related provision in our C&F Group(2)	$	2,000	$	2,000
Charges for severance-related postemployment benefits:
Global E&C Group	$	900	$	1,200
Global Power Group		100		400
C&F Group		—		400
Total	$	1,000	$	2,000

(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) Please refer to Note 13 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 2013 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

	Three Months Ended March 31,
	2014		2013		$ Change			% Change
Operating revenues	$	553,261	$	587,974	$	(34,713	)		(5.9	)%
EBITDA	$	40,054	$	35,188	$	4,866			13.8	%

Results

Our Global E&C Group’s operating revenues by geographic region for the three months ended March 31, 2014 and 2013, based upon where our projects are being executed, were as follows:

	Three Months Ended March 31,
	2014		2013		$ Change			% Change
Africa	$	13,169	$	18,912	$	(5,743	)		(30.4	)%
Asia Pacific		121,385		117,226		4,159			3.5	%
Europe		133,416		129,751		3,665			2.8	%
Middle East		113,493		62,078		51,415			82.8	%
North America		126,148		181,456		(55,308	)		(30.5	)%
South America		45,650		78,551		(32,901	)		(41.9	)%
Total	$	553,261	$	587,974	$	(34,713	)		(5.9	)%

Our Global E&C Group experienced a decrease in operating revenues of 6% in the first three months of 2014, compared to the same period in 2013. The decrease in the period was primarily driven by decreased flow-through revenues of $53,600. Excluding the impact of flow-through revenues and foreign currency fluctuations, our Global E&C Group’s operating revenues increased 6% in the first three months of 2014, compared to the same period in 2013, which included the favorable impact in 2014 of our two acquisitions acquired after the three months ended March 31, 2013. Please refer to the “—Overview of Segment” section below for a discussion of our Global E&C Group’s market outlook.

Our Global E&C Group’s EBITDA increased in the first three months of 2014, compared to the same period in 2013. The increase in EBITDA was primarily driven by decreased sales pursuit costs of $4,500, increased equity earnings from our projects in Italy of $1,300 and the favorable impact of a severance-related postemployment benefits charge during the first three months of 2013 of $1,200, which was primarily recognized in SG&A on our consolidated statement of operations, partially offset by decreased contract profit of $3,300, which was net of the impact in 2014 of our two business acquisitions acquired after the three months ended March 31, 2013.

The decrease in contract profit noted above primarily resulted from decreased contract profit margin, partially offset by increased volume of operating revenues, excluding flow-through revenues.

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 export 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.

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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 owns and operates electric power generating wind farms in Italy and also owns a noncontrolling interest in two electric power generation projects, one waste-to-energy project and one wind farm project, all of which are located in Italy, and a noncontrolling interest in a joint venture company that is fully licensed to engineer, procure and construct processing facilities in China.

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. However, we are seeing clients continuing to develop new projects and, after making final investment decisions, moving forward with planned projects. This includes a pipeline of projects in North America which continues to strengthen both in chemicals and natural gas liquefaction, or LNG, due to the availability of cheap gas supply from shale gas.

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While our Global E&C Group has been impacted by unfavorable economic growth rates in most of its global markets in recent years, global economic activity has strengthened since the latter portion of 2013 and we believe that it will continue to strengthen during 2014. However, there are a number of risks to the strengthening economic outlook: increased risks related to slower growth than anticipated in the emerging market economies; risk of lower-than-expected inflation in advanced economies, particularly the Eurozone, where persistent low inflation could harm the fragile economic recovery by reducing consumer spending and impacting the ability of governments and businesses to repay debt; and increased geopolitical risks. In addition, the political and civil situation in Ukraine has the potential to negatively impact project investment in the region, including Russia, and disrupt our ability to transact business in the surrounding region. If any of these risks materialize, our Global E&C Group’s ability to book work could be negatively impacted, which could have a material negative impact on our business.

We continue to be successful in booking contracts of varying types and sizes in our key end markets, including a front-end engineering design, or FEED, contract for a new refinery in the Middle East, a FEED contract for a residue upgrading project at a South Korean refinery, a project management consultancy contract for an expansion of an LNG import and gasification terminal in Asia, a FEED and engineering, procurement and construction management, or EPCM, contract for a base oil project in Europe, an EPCM services contract for an expansion at an industrial facility in the U.S., an EPCM services contract for a waste to energy facility in Europe, a construction management contract for a biotech facility expansion in Europe, a further project management consultancy release for a refinery expansion in Latin America, further detailed engineering work for a refinery upgrading project in Europe, a study, FEED and engineering contract for shale gas processing facilities in the U.S., further releases of engineering and procurement work for the revamp of a chemicals facility in the U.S., a program management contract for a new pharmaceuticals facility in the U.S., an EPCM and validation contract for a pharmaceuticals facility upgrade in Europe, an initial engineering, procurement and construction release for a residue upgrading project in Europe, an engineering and material supply, or EMS, contract for steam reformer heaters for two refineries: one in Russia and one in Central Asia, an EMS contract for a carbon monoxide boiler package for a new refinery in Asia, an engineering, procurement and related services contract for an oilfield development in Iraq and a contract for pre-FEED and FEED for an LNG import and regasification terminal in Kuwait.

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

	Three Months Ended March 31,
	2014		2013		$ Change			% Change
Operating revenues	$	180,438	$	202,170	$	(21,732	)		(10.7	)%
EBITDA	$	28,726	$	24,687	$	4,039			16.4	%

Results

Our Global Power Group’s operating revenues by geographic region for the three months ended March 31, 2014 and 2013, based upon where our projects are being executed, were as follows:

	Three Months Ended March 31,
	2014		2013		$ Change			% Change
Asia Pacific	$	100,442	$	75,787	$	24,655			32.5	%
Europe		11,030		58,438		(47,408	)		(81.1	)%
Middle East		904		2,845		(1,941	)		(68.2	)%
North America		59,812		60,138		(326	)		(0.5	)%
South America		8,250		4,962		3,288			66.3	%
Total	$	180,438	$	202,170	$	(21,732	)		(10.7	)%

Our Global Power Group experienced decreased operating revenues in the first three months of 2014, compared to the same period in 2013. The decrease was primarily attributable to decreased volume of business and a change in the operations and maintenance fee structure at one of our build, own and operate projects in the U.S. that resulted in a decrease in operating revenues of $10,600. Please see the section below entitled “U.S. Build, Own and Operate Project” for additional information. Excluding the impact of this U.S. build, own and operate project and foreign currency fluctuations, our Global Power Group’s operating revenues decreased 6% in the first three months of 2014, compared to the same period in 2013. Please refer to the “—Overview of Segment” section below for a discussion of our Global Power Group’s market outlook.

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Our Global Power Group’s EBITDA increased in the first three months of 2014, compared to the same period in 2013. The increase in EBITDA included the impact of decreased SG&A expenses of $2,000 and the favorable impact related to the change in net foreign exchange transaction gains and losses of $1,200. Additionally, contract profit, excluding the change related to our U.S. build, own and operate project described below, contributed an increase in EBITDA of $800 as a result of increased contract profit margins, partially offset by decreased volume of operating revenues. The above items which increased EBITDA were partially offset by decreased equity earnings from our Global Power Group’s project in Chile of $1,400.

Our equity earnings from our project in Chile were $2,800 and $4,200 in the first three months of 2014 and 2013, respectively. The decrease in equity earnings in the first three months of 2014, compared to the same period in 2013, was primarily driven by a reversal of a risk contingency in the first quarter of 2013 associated with the insurance proceeds received by our project in Chile in connection with its 2010 earthquake loss. Excluding this item, equity earnings would have shown an increase when comparing the first three months of 2014 to the same period in 2013.

U.S. Build, Own and Operate Project

Martinez Cogen Limited Partnership, or MCLP, a limited liability partnership which is a majority-owned subsidiary of our Global Power Group, owns and operates a combined-cycle gas turbine facility located in Martinez, California. MCLP produces electric power and steam, and its primary customer is a refinery. During the first three months of 2013, MCLP earned revenues from the sale of power and steam to the refinery and of electric power to the grid. Pursuant to a new agreement effective in May 2013 between MCLP and the refinery, in lieu of product sales, all costs of operation are passed through to the refinery and MCLP receives a management fee. This change in fee structure resulted in a decrease in operating revenue of $10,600 during the first three months of 2014, compared to the same period in 2013, which in turn resulted in a decrease in contract profit of $1,800.

In 2013, pursuant to the partnership agreement between the MCLP partners, our Global Power Group’s ownership interest in MCLP increased to 99%. Our Global Power Group’s financial results for its interest in MCLP reflect this change in ownership percentage. The change in ownership interests resulted in decreased earnings to the noncontrolling interest. The foregoing changes to the project’s fee structure and allocation of earnings resulted in a minimal impact to our Global Power Group’s EBITDA during the first three months of 2014, compared to the same period in 2013.

Overview of Segment

Our Global Power Group designs, manufactures and installs steam generators and auxiliary equipment for electric power generating stations, district heating and power plants and industrial facilities worldwide. We believe 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. Our Global Power Group’s steam generators utilize a broad range of technologies, offering independent power producers, utilities, municipalities and industrial clients 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. 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. 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 numerous other materials.

Additionally, our Global Power Group holds a controlling interest in 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.

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

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

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

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

While our Global Power Group has been impacted by unfavorable economic growth rates in most of its global markets in recent years, global economic activity has strengthened since the latter portion of 2013 and we believe that it will continue to strengthen during 2014. We believe opportunities will continue in Asia, the Middle East and South America driven by growing electricity demand as a result of the economic growth rates in those regions. However, there are a number of risks to the strengthening economic outlook: increased risks related to slower growth than anticipated in the emerging market economies; risk of lower-than-expected inflation in advanced economies, particularly the Eurozone, where persistent low inflation could harm the fragile economic recovery by reducing consumer spending and impacting the ability of governments and businesses to repay debt; and increased geopolitical risks. In addition, the political and civil situation in Ukraine has the potential to negatively impact project investment in the region, including Russia, and disrupt our ability to transact business in the surrounding region.

There are also a number of other constraining market factors that continue to impact the power markets that we serve. Political and environmental sensitivity regarding coal-fired steam generators 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, driven by increasing supply of natural gas, has increased the attractiveness of natural gas, in relation to coal, 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 could negatively impact investment in the power sector, which in turn could negatively impact our Global Power Group’s ability to book work and which could have a material negative impact on our Global Power Group’s business.

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 significant portion of the incremental growth in new generating capacity in the emerging economies.

Globally, we see a growing need to repower 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 goals set by policy makers in many countries. 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 we believe 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. We believe this project shows a growing acceptance of CFB technology in the large utility boiler market sector, which provides a growing market opportunity for our CFB technology. Further, this project will allow us to demonstrate our most advanced CFB design featuring vertical-tube, once-through ultra-supercritical steam technology. 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^TM technology. The pilot plant began successfully capturing CO₂ in September 2012.

Recently we were awarded a contract to design and supply two 255 MWe CFB steam generator islands in Turkey, which will include flue gas cleaning with two of our CFB scrubbers. We also were awarded a design and supply contract in Vietnam for two 300 MWe pulverized coal arch fired units. In addition, we received contracts for two 60 MWe grate boilers to be located at a sugar mill in Pakistan and for two of our package boilers, designed to produce over 300 thousand pounds per hour of superheated steam at a steam plant with expanded scope in the U.S.

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Liquidity and Capital Resources

Cash Flows Activities

Our cash and cash equivalents and restricted cash balances were:

	As of
	March 31, 2014		December 31, 2013		$ Change			% Change
Cash and cash equivalents	$	527,867	$	556,190	$	(28,323	)		(5.1	)%
Restricted cash		53,580		82,867		(29,287	)		(35.3	)%
Total	$	581,447	$	639,057	$	(57,610	)		(9.0	)%

Total cash and cash equivalents and restricted cash held by our non-U.S. entities as of March 31, 2014 and December 31, 2013 were $450,100 and $493,000, respectively.

During the first three months of 2014, we experienced a decrease in cash and cash equivalents of $28,300. The decrease in cash and cash equivalents included cash used in operating activities of $43,700, distributions to noncontrolling interests of $6,700 and capital expenditures of $5,800. The above use of cash was partially offset by a decrease in restricted cash, excluding foreign currency translation effects, of $29,300 and proceeds received from the exercise of stock options of $1,700.

Cash Flows from Operating Activities

	Three Months Ended March 31,
	2014			2013			$ Change
Net cash used in operating activities — continuing operations	$	(43,675	)	$	(36,114	)	$	(7,561	)

Net cash used in operating activities in the first three months of 2014 primarily resulted from cash used for working capital of $53,800, cash used for net asbestos-related payments of $14,800 and mandatory contributions to our non-U.S. pension plans of $5,400, partially offset by cash provided by net income of $32,400, which excluded non-cash charges of $17,400.

The increase in net cash used in operating activities of $7,600 in the first three months of 2014, compared to the same period of 2013, resulted primarily from decreased cash provided by net income excluding non-cash charges of $8,200.

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 three months of 2014 and 2013, 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 particular, we had $57,600 and $54,400, as of March 31, 2014 and December 31, 2013, respectively, of accounts receivable due from the national oil company in Venezuela. Although the payment history of this client is good, payments continue to be significantly delayed. In general, a 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 at the individual contract level.

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.

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Cash Flows from Investing Activities

	Three Months Ended March 31,
	2014		2013			$ Change
Net cash provided by/(used in) investing activities — continuing operations	$	23,577	$	(14,956	)	$	38,533

The net cash provided by investing activities in the first three months of 2014 was attributable primarily to a decrease in restricted cash, excluding foreign currency translation effects, of $29,300, partially offset by capital expenditures of $5,800.

The net cash used in investing activities in the first three months of 2013 was attributable primarily to cash used for a business acquisition, net of cash acquired, of $24,900 and capital expenditures of $7,900, partially offset by cash provided by a decrease in restricted cash, excluding foreign currency translation effects, of $17,600.

The capital expenditures in the first three months of 2014 and 2013 related primarily to leasehold improvements, information technology equipment and office equipment.

Cash Flows from Financing Activities

	Three Months Ended March 31,
	2014			2013			$ Change
Net cash used in financing activities	$	(5,301	)	$	(44,536	)	$	39,235

The net cash used in financing activities in the first three months of 2014 was attributable primarily to cash used for distributions to noncontrolling interests of $6,700, partially offset by cash received from the exercise of stock options of $1,700.

The net cash used in financing activities in the first three months of 2013 was attributable primarily to cash used to repurchase shares and to pay related commissions under our share repurchase program of $33,900 and, to a lesser extent, distributions to noncontrolling interests of $10,500.

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, our 2014 acquisition activity, as described below, our proposed dividend payment, as described below, capital expenditures, mandatory pension contributions and net asbestos-related payments. We may also use cash at our discretion for additional acquisitions or discretionary pension plan contributions. 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 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.

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 the proposed dividend payment. 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.

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Our net asbestos-related cash payments are predominately related to our U.S. subsidiaries and include indemnity and defense costs, net of insurance proceeds. During the first three months of 2014, we had net asbestos-related cash outflows of approximately $14,800. We expect our U.S. net cash outflows for the full year 2014 to be approximately $32,100. This estimate assumes no 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 five-year senior unsecured credit agreement, which replaced our amended and restated senior unsecured credit agreement from July 2010. Our 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 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 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.

We had approximately $304,500 and $253,900 of letters of credit outstanding under our senior credit agreement as of March 31, 2014 and December 31, 2013, respectively. There were no funded borrowings under our senior credit agreement as of March 31, 2014 and December 31, 2013. Based on our current operating plans and cash forecasts, we do not intend to borrow under our senior credit agreement to meet our non-discretionary liquidity needs 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 2014 based on the minimum statutory funding requirements. We made mandatory contributions totaling approximately $5,400 to our non-U.S. pension plans during the first three months of 2014. Based on the minimum statutory funding requirements for 2014, we expect to make mandatory contributions totaling approximately $23,300 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 2014.

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 March 31, 2014, we were authorized to repurchase up to an additional $270,054 of our outstanding shares as of such date. 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 March 31, 2014, we have repurchased 50,502,778 shares for an aggregate cost of approximately $1,234,344 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.

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During the first three months of 2014, we entered into a merger implementation agreement with MDM Engineering Group Limited to acquire all of their ordinary shares and options. Our aggregate cash needs related to this acquisition will be approximately $109,000. During April 2014, we acquired certain assets of the Siemens Environmental Systems and Services business from Siemens Energy, Inc. in a cash transaction for a nominal amount. Please refer to Note 2 to the consolidated financial statements in this quarterly report on Form 10-Q for further information regarding these agreements.

On February 26, 2014, our Board of Directors approved a proposal to our shareholders for a one-time dividend of $0.40 per share. We intend to ask our shareholders to approve this dividend at our Annual General Meeting on May 7, 2014 and, subject to shareholder approval, this dividend will be paid shortly after our Annual General Meeting. This dividend is not linked to, and not conditional on, the closing of the Offer. The covenants of our senior unsecured credit agreement do not limit our ability to pay this proposed dividend and we expect that there will be no Swiss withholding taxes on the dividend.

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 for the three months ended March 31, 2013, which were insignificant based on our consolidated and business group balances:

New Orders, Measured in Terms of Future Revenues

	Three Months Ended
	March 31, 2014						March 31, 2013
	Global E&C Group		Global Power Group		Total		Global E&C Group		Global Power Group		Total
By Project Location:
Africa	$	2,800	$	—	$	2,800	$	16,000	$	—	$	16,000
Asia Pacific		111,200		339,200		450,400		55,100		116,900		172,000
Europe		147,900		23,400		171,300		122,800		37,300		160,100
Middle East		96,900		37,300		134,200		43,200		200		43,400
North America		179,800		74,900		254,700		187,400		40,300		227,700
South America		22,100		7,200		29,300		43,200		4,200		47,400
Total	$	560,700	$	482,000	$	1,042,700	$	467,700	$	198,900	$	666,600
By Industry:
Power generation	$	55,100	$	469,400	$	524,500	$	1,500	$	172,800	$	174,300
Oil refining		209,800		—		209,800		265,300		—		265,300
Pharmaceutical		52,900		—		52,900		15,000		—		15,000
Oil and gas		100,800		—		100,800		66,700		—		66,700
Chemical/petrochemical		99,200		—		99,200		87,400		—		87,400
Power plant design, operation and maintenance		26,200		12,600		38,800		11,300		26,100		37,400
Environmental		1,200		—		1,200		2,400		—		2,400
Other, net of eliminations		15,500		—		15,500		18,100		—		18,100
Total	$	560,700	$	482,000	$	1,042,700	$	467,700	$	198,900	$	666,600

55

Backlog, Measured in Terms of Future Revenues

	As of March 31, 2014						As of December 31, 2013
	Global E&C Group		Global Power Group		Total		Global E&C Group		Global Power Group		Total
By Contract Type:
Lump-sum turnkey	$	—	$	38,500	$	38,500	$	22,300	$	7,200	$	29,500
Other fixed-price		538,400		847,300		1,385,700		484,600		581,900		1,066,500
Reimbursable		2,779,200		22,000		2,801,200		2,889,600		19,000		2,908,600
Total	$	3,317,600	$	907,800	$	4,225,400	$	3,396,500	$	608,100	$	4,004,600
By Project Location:
Africa	$	25,700	$	—	$	25,700	$	36,700	$	100	$	36,800
Asia Pacific		554,400		594,500		1,148,900		579,700		342,800		922,500
Europe		473,500		108,500		582,000		462,300		114,000		576,300
Middle East		778,500		38,400		816,900		837,500		1,700		839,200
North America		1,213,500		144,200		1,357,700		1,177,100		124,300		1,301,400
South America		272,000		22,200		294,200		303,200		25,200		328,400
Total	$	3,317,600	$	907,800	$	4,225,400	$	3,396,500	$	608,100	$	4,004,600
By Industry:
Power generation	$	60,800	$	872,400	$	933,200	$	27,800	$	572,000	$	599,800
Oil refining		1,518,700		—		1,518,700		1,562,100		—		1,562,100
Pharmaceutical		71,400		—		71,400		44,500		—		44,500
Oil and gas		283,500		—		283,500		302,800		—		302,800
Chemical/petrochemical		1,187,200		—		1,187,200		1,247,400		—		1,247,400
Power plant design, operation and maintenance		135,800		35,400		171,200		152,000		36,100		188,100
Environmental		4,000		—		4,000		5,400		—		5,400
Other, net of eliminations		56,200		—		56,200		54,500		—		54,500
Total	$	3,317,600	$	907,800	$	4,225,400	$	3,396,500	$	608,100	$	4,004,600
Backlog, measured in terms of Foster Wheeler Scope	$	2,940,500	$	906,200	$	3,846,700	$	2,973,200	$	605,200	$	3,578,400
Global E&C Group Man-hours in Backlog (in thousands)		21,200				21,200		21,400				21,400

The foreign currency translation impact on backlog and Foster Wheeler scope backlog resulted in decreases of $3,700 and $2,600, respectively, as of March 31, 2014 compared to December 31, 2013.

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 2013 Form 10-K. We did not have a significant change to the application of our critical accounting policies and estimates during the first three months of 2014.

56

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

During the first three months of 2014, 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, 2013.

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 March 31, 2014 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 13 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, 2013. No material changes to the risk factors disclosed in such annual report on Form 10-K have been identified during the first three months of 2014.

57

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 first quarter of 2014.

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
January 1, 2014 through January 31, 2014		—	$	—		—
February 1, 2014 through February 28, 2014		—		—		—
March 1, 2014 through March 31, 2014		—		—		—
Total		—	$	—		—	$	270,054

⁽¹⁾  No shares were repurchased pursuant to our share repurchase program during the first quarter of 2014. As of March 31, 2014, 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 March 31, 2014, 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.

58

ITEM 6. EXHIBITS

Exhibit No.	Exhibits
2.1	Implementation Agreement relating to the acquisition of Foster Wheeler AG by AMEC plc, dated February 13, 2014, by and between AMEC plc and Foster Wheeler AG (schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K). (Filed as Exhibit 2.1 to Foster Wheeler AG’s Form 8-K, filed on February 13, 2014, and incorporated herein by reference.)
2.2	Letter Agreement, dated March 28, 2014, regarding that certain Implementation Agreement, dated February 13, 2014, by and between AMEC plc and Foster Wheeler AG.
3.1	Articles of Association of Foster Wheeler AG.
10.1	First Amendment to the Contract of Employment between Foster Wheeler Management Limited and Stephen Rostron, dated as of March 3, 2014, effective as of August 27, 2013.
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.

59

SIGNATURES

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

	FOSTER WHEELER AG
	(Registrant)
Date: May 7, 2014	/s/ J. KENT MASTERS
	J. KENT MASTERS
	PRESIDENT AND CHIEF EXECUTIVE OFFICER
Date: May 7, 2014	/s/ FRANCO BASEOTTO
	FRANCO BASEOTTO
	EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND TREASURER

60

EX-2.2

Exhibit 2.2

28 March 2014

To:

Foster Wheeler AG

Sheffield Park

Reading

Berkshire

RG2 9FW

For the attention of: Michelle Davies

With a copy to:

Freshfields Bruckhaus Deringer LLP

65 Fleet Street

London, EC4Y 1HS

For the attention of: Simon Marchant

Freshfields Bruckhaus Deringer US LLP

601 Lexington Avenue

New York, NY, 10022

For the attention of: Matthew F. Herman

Dear Sirs,

Implementation Agreement

We refer to the Implementation Agreement dated 13 February 2014 (the “Agreement”) between AMEC plc (“AMEC”) and Foster Wheeler AG (the “Company”). Words and expressions used but not defined in this letter agreement shall have their respective meanings in the Agreement.

In accordance with clause 3.2 and Schedule 3 of the Agreement, AMEC or the parties (as the case may be) are required to file notifications with Relevant Antitrust Authorities for the purposes of satisfying Condition 2 of the Agreement within certain specified deadlines.

Notwithstanding those provisions, and in consideration of the mutual obligations of the parties contained herein, the parties agree that AMEC or the parties (as the case may be) shall be required:

1. to file the first draft of the Form CO with the European Commission as promptly as reasonably practicable following the date of this letter agreement and in any event no later than 4 April 2014;

2. to file the required notification in South Africa as promptly as reasonably practicable following the date of this letter agreement, to use reasonable endeavours to file the required notification no later than 11 April 2014, and in any event to file the required notification no later than 18 April 2014;

3. to file the required respective notifications in Canada, Russia, South Korea, Turkey, Ukraine and Mexico as promptly as reasonably practicable following the date of this letter agreement and in any event no later than 25 April 2014.

For the avoidance of doubt, except as set out in the preceding paragraphs, this letter agreement is without prejudice to the terms of, and the rights and obligations of AMEC and the Company under, the Agreement, which remains in full force and effect.

This letter agreement may be executed in any number of counterparts and by the parties in separate counterparts, each of which is an original but all of which together constitute one and the same instrument.

This letter agreement and any non-contractual obligations arising out of or in connection with it are governed by, and interpreted in accordance with, English law. Any dispute concerning contractual or non-contractual obligations arising out of or relating to this letter agreement will be exclusively settled by the courts of England.

Yours sincerely,

By /s/ A. Yapp
	Name:    Alison Yapp
	Title:      Company Secretary and General Counsel
For and on behalf of AMEC plc

Agreed and confirmed for and on behalf of Foster Wheeler AG

By /s/ Michelle K. Davies
	Name:    Michelle K. Davies
	Title:      EVP, General Counsel and Secretary

Cc:

Linklaters LLP

One Silk Street

London, EC2Y 8HQ

For the attention of: Aedamar Comiskey and Shane Griffin

Linklaters LLP

1345 Avenue of the Americas

New York, NY, 10105

For the attention of: Scott I. Sonnenblick and Peter Cohen-Millstein

EX-3.1

Exhibit 3.1

Statuten

der

Foster Wheeler AG

mit Sitz in Baar

I. Firma, Sitz, Zweck und Dauer der Gesellschaft

Art. 1

Firma und Sitz

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.

Art. 2

Zweck

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.

Articles of Association

of

Foster Wheeler AG

domiciled in Baar

I. Company Name, Domicile, Purpose and Duration of the Company

Art. 1

Name and Domicile

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

Purpose

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.

Statuten / Articles of Association – Foster Wheeler AG 2

2Die Gesellschaft kann Zweignieder-lassungen und Tochtergesellschaften im In- und Ausland errichten, kann sich an	2The Company is empowered to open and maintain domestic and foreign branch offices and subsidiaries, to participate in
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.	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	Art. 3
Dauer	Duration
Die Dauer der Gesellschaft ist unbe-schränkt.	The duration of the Company is unlimited.
II.     Aktienkapital	II.     Share Capital
Art. 4	Art. 4
Aktien	Shares
1Das Aktienkapital der Gesellschaft beträgt CHF 316’928’700. Es ist eingeteilt in 105’642’900 Namenaktien mit einem Nennwert von CHF 3.- je Aktie.	1The Company’s share capital is CHF 316,928,700. It is divided into 105,642,900 registered shares of CHF 3 par value each.
2Das Aktienkapital ist voll liberiert.	2The share capital is fully paid up.
Art. 5	Art. 5
Bedingtes Aktienkapital	Conditional Share Capital
1Das Aktienkapital der Gesellschaft wird im Maximalbetrag von CHF 174’505’236 durch Ausgabe von höchstens 58’168’412 vollständig zu liberierenden Namenaktien mit einem Nennwert von je CHF 3.— erhöht	1The share capital of the Company shall be increased by an amount not exceeding CHF 174,505,236 through the issue of a maximum of 58,168,412 registered shares, payable in full, each with a par value of CHF 3.—

Statuten / Articles of Association – Foster Wheeler AG 3

(a)    im Zusammenhang mit der Ausübung von Optionsrechten, welche Verwaltungsratsmitgliedern der Gesell-schaft sowie Angestellten und Beauftragten, Beratern und anderen Personen, welche für die Gesellschaft, ihre Gruppengesellschaften, oder ihre Partner Dienstleistungen erbringen, eingeräumt wurden;	(a)    in connection with the exercise of option rights granted to Directors of 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

Statuten / Articles of Association – Foster Wheeler AG 4

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.
5Neue 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.	5Any 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.
6Der Erwerb von Namenaktien durch Ausübung von Wandel- und Optionsrechten sowie alle weiteren Übertragungen von Namenaktien unterliegen den Beschränkungen gemäss Art. 8 der Statuten.	6The 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 5

Art. 6	Art. 6
Genehmigtes Aktienkapital	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 Gesell- schaft;	(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 6

(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 Kotierungs- vorschriften;	(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 Verwaltungs- räten 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 Bezugs- rechte 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 geneh- migtem 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.

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Art. 7	Art. 7
Form der Aktien	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.

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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 auslän- dischen Börse kotiert ist, ist die Gesell- schaft 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	Art. 8
Aktienbuch	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.

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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

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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. 8zu 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	Art 9
Ausübung von Aktionärsrechten	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 A.     Die Generalversammlung	III.   Organization of the Company A.     Shareholders’ Meeting
Art. 10 Befugnisse	Art. 10 Authority
1Die Generalversammlung ist das oberste Organ der Gesellschaft. Sie hat die folgen-den 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	Art. 11
Ordentliche und ausserordentliche Generalversammlung	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 Revisions-stelle 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 Verwaltungs- rat 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	Art. 12
Sprache	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	Art. 13
Einberufung	Notice
1Die Einberufung der Generalversammlung erfolgt durch einmalige Publikation im Schweizerischen Handelsamtsblatt (“SHAB”).	1Notice of a General Meeting of Shareholders is given by means of a single publication in the Swiss Official Journal of Commerce (“SHAB”).
2Zwischen dem Tag der Publikation und dem Tag der Durchführung der General- versammlung dürfen nicht mehr als sechzig und nicht weniger als zwanzig Tage	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 General- versammlung muss das Datum, die Uhrzeit und den Ort der Generalversammlung, die Traktanden, die Anträge des Verwal- tungsrates und die Anträge derjenigen Aktionäre angegeben, welche die Durchführung einer Generalversammlung oder die Traktandierung eines Verhand- lungsgegenstandes nach den Bestimmungen von Art. 14 beantragt haben.	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.
3Spätestens zwanzig Kalendertage vor der Generalversammlung sind der Geschäfts- bericht 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.	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	Art. 14
Traktandierung	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	b)      by any shareholder of the Company who complies with the procedures set forth in this Article 14.
traktandiert werden.
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	Art. 15
Vorsitz, Protokoll	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 Protokoll-führer 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 Protokoll-führung 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	Art. 16
Recht auf Teilnahme, Stimmrecht	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.	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.
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.	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.
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.	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.	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.
5Die Begrenzung in Art. 16 Abs. 3 gilt zudem nicht für die Ausübung des Stimmrechts gemäss den gesetzlichen Bestimmungen über institutionelle Aktionärsvertreter.	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	Art. 17
Beschlüsse und Wahlen	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.	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.
2Der Vorsitzende der Generalversammlung kann weitere Verfahrensregeln bezüglich des Abstimm- und Wahlverfahrens festlegen.	2The Chairperson of the General Meeting of Shareholders shall determine further details regarding the voting and election procedure.
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.	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	Art. 18
Beschlussquoren	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 Gesellschafts- zwecks;	(a)    change of the Company’s purpose;
(b)    Die Einführung von Stimmrechts- aktien;	(b)    the creation of shares with privileges regarding voting rights;
(c)    Die Beschränkung der Übertragbar- keit 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
(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.

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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	Art. 19
Präsenzquorum	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.	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.
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.	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	Art. 20
Vollmacht/Vertretung	Proxy / Representation
Der Verwaltungsrat erlässt Verfahrens-regeln für die Teilnahme und die Vertretung von Aktionären an der General-versammlung.	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	Art. 21
Wahl, Amtsdauer, Zusammensetzung	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.

Statuten / Articles of Association – Foster Wheeler AG 22

Art. 22	Art. 22
Delegation	Delegation
Der Verwaltungsrat hat die Oberleitung der Gesellschaft sowie die Aufsicht über die Geschäftsleitung. Er vertritt die Gesell-schaft 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	Art. 23
Duties	Duties
1Der Verwaltungsrat hat folgende unüber-tragbare 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 Rechnungs-wesens, 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 Ge-schäftsführung, 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 Statuten- änderungen;	(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 Geschäfts- führung der Gesellschaft ganz oder teil- weise einem oder mehreren Mitgliedern des Verwaltungsrates oder Dritten zu übertragen. Zu diesem Zweck erlässt der Verwaltungsrat ein Organisationsregle- ment.	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	Art. 24
Organisation	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	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

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Organisation der Sitzungen, die Beschluss- fähigkeit und die Beschlussfassung des Verwaltungsrates haben dem Organisa- tionsreglement zu entsprechen.	quorum and the passing of resolutions of the Board of Directors shall be in compliance with the organizational regulation.
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	Art. 25
Zeichnungsberechtigung	Signatory Rights
Die rechtsgültige Vertretung der Gesellschaft durch die Verwaltungsrats-mitglieder 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	Art. 26
Schadloshaltung und Versicherungs-	Indemnification and Insurance
leistungen	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-, verwaltungs- rechtlicher oder anderer Natur (beispielsweise und nicht ausschliesslich Verantwortlichkeiten gestützt auf Vertrags-recht, 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, Zustimmungen oder	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 or

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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.	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 Revi-sionsstelle 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 Gesells-chaft durch.	2The auditors shall perform a regular audit of the Company’s annual financial statements.
3Der Verwaltungsrat überwacht die Ein-haltung 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.
2Die Revisionsstelle muss an der General-	2The auditors must attend the General

Statuten / Articles of Association – Foster Wheeler AG 27

versammlung, die über die Genehmigung der Jahresrechnung und, falls erforderlich, der Konzernrechnung sowie über die Verwendung des Bilanzgewinns Beschluss fasst, anwesend sein. 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 Er-folgsrechnung, Bilanz und Anhängen, wird in Übereinstimmung mit den Bestim-mungen des OR, insbesondere Art. 662a ff. und 958 ff. OR, und den allgemein aner-kannten 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 Gene-ralversammlung im Rahmen der anwend-baren gesetzlichen Vorschriften, insbeson-dere 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 inner-halb von fünf Jahren nach ihrem Aus-zahlungsdatum 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.

Statuten / Articles of Association – Foster Wheeler AG 28

Art. 31	Art. 31
Auflösung und Liquidation	Dissolution and Liquidation
1Die Generalversammlung kann jederzeit die Auflösung und Liquidation der Gesell-schaft 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 Ver-waltungsrat 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	Art. 32
Mitteilungen	Information
1Das Publikationsorgan der Gesellschaft ist das SHAB.	1The publication instrument of the Company is the SHAB.
2Einladungen an die Aktionäre und Mittei-lungen der Gesellschaft werden im SHAB veröffentlicht.	2Shareholder invitations and communi-cations 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.

Statuten / Articles of Association – Foster Wheeler AG 29

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	•   “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;

Statuten / Articles of Association – Foster Wheeler AG 30

Code” der Vereinigten Staaten von Amerika von 1986 (inklusive sämtlicher Anpassungen) oder (iii) direkt oder indirekt als wirtschaftlicher Eigentümer;
•   “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;

Statuten / Articles of Association – Foster Wheeler AG 31

•   “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	Art. 34
Sacheinlage	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.

Statuten / Articles of Association – Foster Wheeler AG 32

Art. 35	Art. 35
Übersetzung	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.
New York, den 26. Februar 2014	New York, 26 February 2014

EX-10.1

Exhibit 10.1

AMENDMENT NO. 1

to

CONTRACT OF EMPLOYMENT

between

(1) FOSTER WHEELER MANAGEMENT LIMITED

and

(2) STEPHEN ROSTRON                                              

THIS DEED is made on March 3, 2014

BETWEEN

(1) FOSTER WHEELER MANAGEMENT LIMITED incorporated and registered in England and Wales with company number 05344191 whose registered office is at Shinfield Park, Shinfield, Reading, Berkshire RG2 9FW (the “Company”); and

(2) STEPHEN ROSTRON of 358 Lichfield Road, Four Oaks, Birmingham, West Midlands, B74 4BH (“you”)

BACKGROUND

(A) The Company entered into a Contract of Employment with you which was prepared on 24 April 2013 and effective on and from 27 August 2013 (the “Contract”).

(B) It has been agreed between the Company and you that the terms of the Contract should be amended as set out in clause 3.

(C) You and the Company have agreed that the amendment in clause 3 shall have effect on and from 27 August 2013.

THIS DEED PROVIDES THAT

1.0 DEFINITIONS

1.1 Terms that are not specifically defined in this Deed shall have the definition provided in the Contract.

1.2 The headings in this Deed are inserted for convenience only and shall not affect its construction.

2. CONSIDERATION

For good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, and in further consideration of the mutual promises, covenants and undertakings contained in the Contract, the parties agree that the Contract is amended effective on and from 27 August 2013 as set out in clause 3 below.

3. AMENDMENT TO SIGN-ON EQUITY TERMS

The paragraph in section 3.1 of the Contract which reads as follows:

“Furthermore, if your employment is terminated by the Company without notice before the relevant vesting dates listed above, the outstanding Replacement RSUs will vest in full on your Termination Date (as defined below).”

is hereby deleted in its entirety and replaced with the following paragraph:

Page 2 of 3

“Furthermore, if before the relevant vesting dates listed above, your employment is terminated (i) without Cause by the Company or (ii) due to your Resignation for Good Reason or (iii) due to your Resignation for Good Reason During a Change in Control Period, ((i), (ii) and (iii) in this paragraph shall have the same meaning as set out in the Foster Wheeler AG Senior Executive Severance Plan (as amended from time to time)), the outstanding Replacement RSUs will vest in full upon the termination of your employment.”

3. CHANGES TO THE CONTRACT

Other than as expressly set forth in this Deed, the Contract remains unchanged.

4. COUNTERPARTS

This Deed may be executed in any number of counterparts, each of which, when executed and delivered, shall be an original, and all the counterparts together shall constitute one and the same instrument.

EXECUTED by the parties as a DEED

EXECUTED as a DEED by FOSTER WHEELER MANAGEMENT LIMITED acting by KENT MASTERS, a director, in the presence of:		) ) ) ) )	/s/ J. Kent Masters
	Witness Signature:		/s/ Geraldine Pamphlett
	Name:		Geraldine Pamphlett
	Address:		2 Northcote Andover Road Oakley, Hampshire RG23 7HD
SIGNED as a DEED by STEPHEN ROSTRON in the presence of:		) ) )	/s/ Stephen Rostron
	Witness Signature:		/s/ Geraldine Pamphlett
	Name:		Geraldine Pamphlett
	Address:		2 Northcote Andover Road Oakley, Hampshire RG23 7HD

Page 3 of 3

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. 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 March 31, 2014, 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
May 5, 2014

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: May 7, 2014	/s/ J. KENT MASTERS
	J. KENT MASTERS
	PRESIDENT AND 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: May 7, 2014	/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 March 31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, J. Kent Masters, President and 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: May 7, 2014	/s/ J. KENT MASTERS
	J. KENT MASTERS
	PRESIDENT AND 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 March 31, 2014, 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: May 7, 2014	/s/ FRANCO BASEOTTO
	FRANCO BASEOTTO
	EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND TREASURER

XML

Business Combinations (Narrative) (Details)	3 Months Ended
	Mar. 31, 2014
MDM Engineering Group Limited [Member]
Date of acquisition	Mar. 31, 2014
Description of acquired entity	minerals process and project management company focused on the mining industry. The company provides a wide range of services from preliminary and final feasibility studies, through to plant design, construction and commissioning.
Description of purchase agreement	acquire all of the ordinary shares and options of MDM Engineering in a cash transaction valued at approximately $109,000 (the “MDM Transaction”). The MDM Transaction is subject to MDM Engineering shareholder approval and other closing conditions.
Siemens Environmental Systems and Services [Member]
Date of acquisition	Apr. 30, 2014
Description of acquired entity	The SESS business supplies and services clean air technologies for use in power plants and industrial facilities with locations in Pittsburgh, Pennsylvania and Branchburg, New Jersey.
Description of purchase agreement	a cash transaction for a nominal amount.
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	We paid cash consideration net of cash acquired of £6,000 (approximately $9,300 based on the exchange rates in effect on the payment dates). The sale and purchase agreement also included an earnout provision for additional consideration with an estimated maximum of £3,000 (approximately $5,000 based on the exchange rate in effect on March 31, 2014), depending on the acquired business’ performance, as defined in the sale and purchase agreement, over a period of approximately 3 and a half years subsequent to the acquisition date
Goodwill and intangible assets, business acquisition	As a result of the purchase price allocation, we recognized goodwill of $4,465 and other intangible assets of $5,307 related to this acquisition.
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	We paid cash consideration net of cash acquired of approximately $15,700. 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.
Goodwill and intangible assets, business acquisition	As a result of the purchase price allocation, we recognized goodwill of $18,143 and other intangible assets of $7,100 related to this acquisition.
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 purchase agreement	We paid cash consideration net of cash acquired of approximately $25,100, which includes a working capital adjustment paid subsequent to the three months ended March 31, 2013. 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 $10,571 and other intangible assets of $13,980 related to this acquisition.

XML

Guarantees and Warranties (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014		Mar. 31, 2013		Dec. 31, 2013
Warranty Liability
Balance at beginning of year	$ 73,500		$ 90,100
Accruals	5,500		6,100
Settlements	(1,600)		(2,000)
Adjustments to provisions	(5,500)	[1]	(3,700)	[1]
Foreign currency translation	900		(2,200)
Balance at end of period	72,800		88,300
Amount we are contingently liable for under standby letters of credit, bank guarantees and surety bonds	1,036,500				960,500
Environmental liabilities	$ 6,700				$ 6,800

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

XML

Goodwill and Other Intangible Assets (Narrative) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Total identifiable intangible assets - net carrying amount	$ 108,235	$ 113,463
Global E and C Group [Member]
Total identifiable intangible assets - net carrying amount	64,132
Global Power Group [Member]
Total identifiable intangible assets - net carrying amount	$ 44,103

XML

Litigation and Uncertainties (Asbestos-Related Open Claims Rollforward - Table) (Details) (United States [Member])	3 Months Ended
	Mar. 31, 2014 claims	Mar. 31, 2013 claims
United States [Member]
Open claims at beginning of period	125,240	125,310
New claims	990	1,210
Claims resolved	(1,950)	(1,040)
Open claims at end of period	124,280	125,480

XML

Derivative Financial Instruments (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Asset Derivatives	$ 1,330	$ 7,361
Liability Derivatives	10,269	10,271
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	8,757	7,866
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	1,266	7,157
Liability Derivatives	1,406	2,018
Not Designated as Hedging Instrument [Member] | Other accounts receivable [Member] | Foreign Exchange Contract [Member]
Asset Derivatives	64	204
Not Designated as Hedging Instrument [Member] | Other accounts payable [Member] | Foreign Exchange Contract [Member]
Liability Derivatives	$ 106	$ 387

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Goodwill and Other Intangible Assets (Finite-lived intangible assets table) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Total identifiable intangible assets - Gross Carrying Amount	$ 208,582	$ 209,932
Total identifiable intangible assets - Accumulated Amortization	(100,347)	(96,469)
Total identifiable intangible assets - net carrying amount	108,235	113,463
Patents [Member]
Total identifiable intangible assets - Gross Carrying Amount	41,539	41,526
Total identifiable intangible assets - Accumulated Amortization	(34,973)	(34,477)
Total identifiable intangible assets - net carrying amount	6,566	7,049
Trademarks [Member]
Total identifiable intangible assets - Gross Carrying Amount	66,322	66,320
Total identifiable intangible assets - Accumulated Amortization	(34,682)	(34,113)
Total identifiable intangible assets - net carrying amount	31,640	32,207
Customer Relationships Pipeline And Backlog [Member]
Total identifiable intangible assets - Gross Carrying Amount	93,824	95,199
Total identifiable intangible assets - Accumulated Amortization	(28,475)	(25,911)
Total identifiable intangible assets - net carrying amount	65,349	69,288
Patented Technology [Member]
Total identifiable intangible assets - Gross Carrying Amount	6,897	6,887
Total identifiable intangible assets - Accumulated Amortization	(2,217)	(1,968)
Total identifiable intangible assets - net carrying amount	$ 4,680	$ 4,919

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Litigation and Uncertainties (Tables)

3 Months Ended

Mar. 31, 2014

United States [Member]

Asbestos-Related Open Claims Rollforward- Table

	Three Months Ended March 31,
Number of Claims by period:	2014	2013
Open claims at beginning of period	125,240	125,310
New claims	990	1,210
Claims resolved	(1,950)	(1,040)
Open claims at end of period	124,280	125,480

Asbestos-Related Assets and Liabilities - Table

U.S. Asbestos	March 31, 2014		December 31, 2013
Asbestos-related assets recorded within:
Accounts and notes receivable-other	$	20,621	$	20,256
Asbestos-related insurance recovery receivable		90,831		91,225
Total asbestos-related assets	$	111,452	$	111,481
Asbestos-related liabilities recorded within:
Accrued expenses	$	46,900	$	52,600
Asbestos-related liability		218,459		225,600
Total asbestos-related liabilities	$	265,359	$	278,200
Liability balance by claim category:
Open claims	$	42,793	$	46,800
Future unasserted claims		222,566		231,400
Total asbestos-related liabilities	$	265,359	$	278,200

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

	Three Months Ended March 31,
		2014		2013
Asbestos litigation, defense and case resolution payments	$	14,800	$	14,600
Insurance proceeds		-		(8,900)
Net asbestos-related payments	$	14,800	$	5,700

United Kingdom [Member]

Asbestos-Related Assets and Liabilities - Table

U.K. Asbestos	March 31, 2014		December 31, 2013
Asbestos-related assets:
Accounts and notes receivable-other	$	1,493	$	1,483
Asbestos-related insurance recovery receivable		27,880		29,264
Total asbestos-related assets	$	29,373	$	30,747
Asbestos-related liabilities:
Accrued expenses	$	1,493	$	1,483
Asbestos-related liability		30,211		31,580
Total asbestos-related liabilities	$	31,704	$	33,063
Liability balance by claim category:
Open claims	$	6,955	$	8,487
Future unasserted claims		24,749		24,576
Total asbestos-related liabilities	$	31,704	$	33,063

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Litigation and Uncertainties (UK Asbestos related assets and liabilities - Table) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Asbestos-related assets:
Asbestos related insurance recovery receivable	$ 118,711	$ 120,489
Asbestos-related liabilities:
Asbestos-related liability	248,670	257,180
United Kingdom [Member]
Asbestos-related assets:
Accounts and notes receivable-other	1,493	1,483
Asbestos related insurance recovery receivable	27,880	29,264
Total asbestos-related assets	29,373	30,747
Asbestos-related liabilities:
Accrued expenses	1,493	1,483
Asbestos-related liability	30,211	31,580
Total asbestos-related liabilities	31,704	33,063
Liability balance by claim category:
Open claims	6,955	8,487
Future unasserted claims	24,749	24,576
Total asbestos-related liabilities	$ 31,704	$ 33,063

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Derivative Financial Intruments (Schedule of Interest Rate Derivatives) (Details) (Cash Flow Hedging [Member], Interest Rate Contract [Member], USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Cash Flow Hedging [Member] | Interest Rate Contract [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Unrealized loss recognized in other comprehensive income	$ (1,456)	$ (448)
Loss reclassified from accumulated other comprehensive loss to net income	$ 585	$ 625

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Litigation and Uncertainties (US Asbestos related assets and liabilities - Table) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Asbestos-related assets:
Asbestos related insurance recovery receivable	$ 118,711	$ 120,489
Asbestos-related liabilities:
Asbestos-related liability	248,670	257,180
United States [Member]
Asbestos-related assets:
Accounts and notes receivable-other	20,621	20,256
Asbestos related insurance recovery receivable	90,831	91,225
Total asbestos-related assets	111,452	111,481
Asbestos-related liabilities:
Accrued expenses	46,900	52,600
Asbestos-related liability	218,459	225,600
Total asbestos-related liabilities	265,359	278,200
Liability balance by claim category:
Open claims	42,793	46,800
Future unasserted claims	222,566	231,400
Total asbestos-related liabilities	$ 265,359	$ 278,200

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Goodwill and Other Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2014

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:	March 31, 2014		December 31, 2013		March 31, 2014		December 31, 2013
North America	$	83,845	$	84,447	$	4,266	$	4,266
Asia		786		761		-		-
Europe		6,835		6,787		73,060		72,959
Middle East		585		581		-		-
Total	$	92,051	$	92,576	$	77,326	$	77,225

Finite-lived Intangible Assets - Table

		March 31, 2014						December 31, 2013
		Gross				Net		Gross				Net
		Carrying		Accumulated		Carrying		Carrying		Accumulated		Carrying
		Amount		Amortization		Amount		Amount		Amortization		Amount
Patents		$	41,539	$	(34,973)	$	6,566	$	41,526	$	(34,477)	$	7,049
Trademarks			66,322		(34,682)		31,640		66,320		(34,113)		32,207
Customer relationships,
	pipeline and backlog		93,824		(28,475)		65,349		95,199		(25,911)		69,288
Technology			6,897		(2,217)		4,680		6,887		(1,968)		4,919
Total		$	208,582	$	(100,347)	$	108,235	$	209,932	$	(96,469)	$	113,463

Intangible Assets Amortization Schedule - Table

		Three Months Ended March 31,
			2014		2013
Amortization expense		$	4,108	$	4,054
Approximate full year amortization expense for years:
	2014			$	16,300
	2015				11,900
	2016				9,600
	2017				9,200
	2018				9,000

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Borrowings (Components of long-term debt) (Parenthetical) (Details)	Mar. 31, 2014	Dec. 31, 2013
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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Investments (Refinery/power generation project in Chile - Table) (Details) (Chile [Member], USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013
Chile [Member]
Fees for operations and maintenance services (included in operating revenues)	$ 2,728	$ 2,804
Receivable from our unconsolidated affiliate in Chile (included in trade receivables)	$ 13,904		$ 7,866

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Discontinued Operations (Narrative) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended	9 Months Ended	12 Months Ended
	Mar. 31, 2013	Sep. 30, 2013	Dec. 31, 2012
Asset Impairment Charge	$ 3,919		$ 11,455
Operating revenues related to discontinued operations	6,144
Gain/loss on sale of business		$ 300

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Summary of Significant Accounting Policies (Options not included in diluted earnings calculation) (Details)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
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	527,547	1,574,710
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	432,445	1,132,649

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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	3 Months Ended
	Mar. 31, 2014
Non-U.S. Pension Plan [Member]
Contributions made through period end	$ 5,400
Remaining contributions expected for fiscal year 2014	17,900
Contributions expected for fiscal year 2014	$ 23,300

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Business Segments (Restructuring Costs - Table) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended	12 Months Ended
	Mar. 31, 2014	Dec. 31, 2013
Restructuring and Related Cost [Line Items]
Restructuring Reserve, Beginning	$ 13,500
Restructuring Charges	0	19,100
Utilization and foreign exchange	(1,874)
Restructuring Reserve, Ending	11,626	13,500
Employee Severance [Member]
Restructuring and Related Cost [Line Items]
Restructuring Reserve, Beginning	11,400
Restructuring Charges	0
Utilization and foreign exchange	(1,827)
Restructuring Reserve, Ending	9,573
Facility Closing [Member]
Restructuring and Related Cost [Line Items]
Restructuring Reserve, Beginning	2,100
Restructuring Charges	0
Utilization and foreign exchange	(47)
Restructuring Reserve, Ending	$ 2,053

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Share-Based Compensation Plans (Narrative) (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2014
Number of years of weighted-average period expected to be recognized as expense	2 years 0 months 0 days
Remaining available conditional capital shares	57,775,870
Stock Options [Member]
Unrecognized compensation cost	$ 1,977
Restricted Stock Units (RSUs) [Member]
Unrecognized compensation cost	21,667
Performance Restricted Stock Units [Member]
Unrecognized compensation cost	$ 14,612

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Goodwill and Other Intangible Assets (Intangible assets amortization schedule) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Goodwill and Other Intangible Assets
Amortization expense	$ 4,108	$ 4,054
Amortization expense - forecast for 2013	16,300
Amortization expense - forecast for 2014	11,900
Amortization expense - forecast for 2015	9,600
Amortization expense - forecast for 2016	9,200
Amortization expense - forecast for 2017	$ 9,000

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Business Combinations

3 Months Ended

Mar. 31, 2014

Business Combinations [Abstract]

Business Combinations

2. Business Combinations

2014 Acquisition Activity

In April 2014, we acquired certain assets of the Siemens Environmental Systems and Services (“SESS”) business from Siemens Energy, Inc. in a cash transaction for a nominal amount.The SESS business supplies and services clean air technologies for use in power plants and industrial facilities with locations in Pittsburgh, Pennsylvania and Branchburg, New Jersey. The assets, liabilities and results of operations from this acquisition will be included within our Global Power Group business segment.

In March 2014, we entered into a merger implementation agreement with MDM Engineering Group Limited (“MDM Engineering”) to acquire all of the ordinary shares and options of MDM Engineering in a cash transaction valued at approximately $109,000 (the “MDM Transaction”). The MDM Transaction is subject to MDM Engineering shareholder approval and other closing conditions. The MDM Transaction closing is expected to occur in the latter half of 2014.MDM Engineering Group is based in South Africa and is a minerals process and project management company focused on the mining industry. The company provides a wide range of services from preliminary and final feasibility studies, through to plant design, construction and commissioning. The assets, liabilities and results of operations of this business will be included within our Global Engineering and Construction Group (“Global E&C Group”) business segment.

2013 Acquisition Activity

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.We paid cash consideration net of cash acquired of £6,000 (approximately $9,300 based on the exchange rates in effect on the payment dates). The sale and purchase agreement also included an earnout provision for additional consideration with an estimated maximum of £3,000 (approximately $5,000 based on the exchange rate in effect on March 31, 2014), depending on the acquired business' performance, as defined in the sale and purchase agreement, over a period of approximately 3 and a half 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.  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 $4,465 and other intangible assets of $5,307 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.

Also in June 2013, we 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.We paid cash consideration net of cash acquired of approximately $15,700. 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 $18,143 and other intangible assets of $7,100 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 business partnership. We paid cash consideration net of cash acquired of approximately $25,100, which includes a working capital adjustment paid subsequent to the three months ended March 31, 2013. 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.  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 $10,571 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.

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Accumulated Other Comprehensive Income (Schedule Of Comprehensive Income Loss- Table) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014		Mar. 31, 2013
Accumulated Other Comprehensive Loss [Abstract]
Foreign currency translation, Gross	$ (3,288)		$ (14,413)
Tax Impact	(7)		0
Foreign currency translation	(3,295)		(14,413)
Less: Attributable to noncontrolling interests	(570)		(789)
Attributable to Foster Wheeler AG	(2,725)		(13,624)
Net (loss)/gain on cash flow hedges	(1,348)	[1]	317	[1]
Tax Impact	473		(80)
Attributable to Foster Wheeler AG	(875)		237
Pension and other postretirement benefits	(1,305)		3,414
Tax Impact	156		(355)
Total pension and other postretirement benefits adjustments, net of tax	(1,149)		3,059
Pension and Postretirement Benefits, Net of Tax Less: Attributable to noncontrolling interests	4		2
Pension and Postretirement Benefits, Net of Tax , Atrributable to Foster Wheeler AG	(1,153)		3,057
Other comprehensive (loss)/ income attributable to Foster Wheeler AG	$ (4,753)		$ (10,330)

[1] * Cash flow hedges include the impact of our proportionate share from unconsolidated affiliates accounted for under the equity method of accounting.

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Investments (Schedule of Variable Interest Entities - Table) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Investments
Current assets	$ 5,395	$ 5,897
Other assets (primarily buildings and equipment)	35,084	36,118
Current liabilities	2,637	3,024
Other liabilities	4,657	4,819
Net assets	$ 33,185	$ 34,172

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Derivative Financial Instruments (Tables)

3 Months Ended

Mar. 31, 2014

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		March 31,		December 31,		Balance Sheet		March 31,		December 31,
			Location		2014		2013		Location		2014		2013
Derivatives designated as
		hedging instruments:
	Interest rate swap
		contracts	Other assets		$	-	$	-	Other long-term liabilities		$	8,757	$	7,866
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		1,266		7,157		uncompleted contracts		1,406		2,018
	Foreign currency
		forward contracts	Other accounts receivable			64		204	Accounts payable			106		387
Total derivatives					$	1,330	$	7,361			$	10,269	$	10,271

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

			Amount of Gain/(Loss)
	Location of Gain/(Loss)		Recognized in Income on Derivatives
Derivatives Not Designated as	Recognized	Three Months Ended March 31,
Hedging Instruments	in Income on Derivatives		2014		2013
Foreign currency forward contracts	Cost of operating revenues	$	(828)	$	(7,320)
Foreign currency forward contracts	Other deductions, net		116		(1,276)
Total		$	(712)	$	(8,596)

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

	Three Months Ended March 31,
		2014		2013
Unrealized loss recognized in other comprehensive income	$	(1,456)	$	(448)
Loss reclassified from accumulated other comprehensive loss to interest expense		585		625

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Guarantees and Warranties (Tables)

3 Months Ended

Mar. 31, 2014

Guarantees and Warranties [Abstract]

Warranty Liability Rollforward-Table

	Three Months Ended March 31,
Warranty Liability:		2014		2013
Balance at beginning of year	$	73,500	$	90,100
Accruals		5,500		6,100
Settlements		(1,600)		(2,000)
Adjustments to provisions*		(5,500)		(3,700)
Foreign currency translation		900		(2,200)
Balance at end of period	$	72,800	$	88,300

_________________

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

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Derivative Financial Instruments (Income on Derivatives) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Derivative Instruments, Gain (Loss) [Line Items]
Amount of gain/(loss) recognized in income on derivatives	$ (712)	$ (8,596)
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	(828)	(7,320)
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	$ 116	$ (1,276)

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Investments (Narrative) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Project Which Generates Earnings From Royalty Payments Linked to the Price of Natural Gas in Italy [Member]
Investment in unconsolidated affiliates	50.00%
Waste-to-Energy Project in Italy [Member]
Investment in unconsolidated affiliates	39.00%
Wind Farm Project in Italy [Member]
Investment in unconsolidated affiliates	50.00%
Refinery / Power Generation Project in Chile [Member]
Investment in unconsolidated affiliates	85.00%
Chile [Member]
Equity in the net earnings/(loss) of unconsolidated affiliates	$ 2,760	$ 4,227
Guarantee for obligation under Chile based project operation and maintenance agreement	20,000
Italy [Member]
Equity in the net earnings/(loss) of unconsolidated affiliates	$ 1,161
Two Electric Power Generation Projects in Italy [Member]
Investment in unconsolidated affiliates	41.65%

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Share-Based Compensation Plans (Tables)

3 Months Ended

Mar. 31, 2014

Share - Based Compensation Plans [Abstract]

Share-Based Compensation Expense and Related Tax-Table

	Three Months Ended March 31,
		2014		2013
Share-based compensation	$	4,617	$	4,590
Related income tax benefit		300		185

Reconciliation of Temporary Equity-Table

		Three Months Ended March 31,
		2014		2013
Balance at beginning of year		$	15,664	$	8,594
Compensation cost during the period for those equity awards with
	intrinsic value on the grant date		3,833		3,392
Intrinsic value of equity awards vested during the period for
	those equity awards with intrinsic value on the grant date		(8,865)		(3,794)
Balance at end of period		$	10,632	$	8,192

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Accumulated Other Comprehensive Income (Tables)

3 Months Ended

Mar. 31, 2014

Accumulated Other Comprehensive Loss [Abstract]

Schedule Of Comprehensive Income Loss- Table

	Three Months Ended March 31,
		2014		2013
Foreign currency translation	$	(3,288)	$	(14,413)
Tax impact		(7)		-
Foreign currency translation, net of tax		(3,295)		(14,413)
Less: Attributable to noncontrolling interests		(570)		(789)
Attributable to Foster Wheeler AG	$	(2,725)	$	(13,624)
Cash flow hedges*	$	(1,348)	$	317
Tax impact		473		(80)
Attributable to Foster Wheeler AG	$	(875)	$	237
Pension and other postretirement benefits	$	(1,305)	$	3,414
Tax impact		156		(355)
Pension and other postretirement benefits, net of tax		(1,149)		3,059
Less: Attributable to noncontrolling interests		4		2
Attributable to Foster Wheeler AG	$	(1,153)	$	3,057
Other comprehensive loss attributable to Foster Wheeler AG	$	(4,753)	$	(10,330)

* Cash flow hedges include the impact of our proportionate share from unconsolidated affiliates accounted for under the equity method of accounting.

Components of Accumulated Other Comprehensive Loss - Table

		Accumulated Other Comprehensive Loss
		Accumulated Foreign Currency Translation		Cash Flow Hedges		Pension and Other Postretirement Benefits		Total Accumulated Other Comprehensive Loss
Balance at December 31, 2012	$	(86,729)	$	(12,412)	$	(468,462)	$	(567,603)
Other comprehensive (loss)/income		(13,624)		237		3,057		(10,330)
Balance at March 31, 2013	$	(100,353)	$	(12,175)	$	(465,405)	$	(577,933)
Balance at December 31, 2013	$	(92,017)	$	(8,845)	$	(408,455)	$	(509,317)
Other comprehensive loss		(2,725)		(875)		(1,153)		(4,753)
Balance at March 31, 2014	$	(94,742)	$	(9,720)	$	(409,608)	$	(514,070)

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Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2014

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, 2013 (“2013 Form 10-K”), filed with the Securities and Exchange Commission on February 27, 2014. The consolidated balance sheet as of December 31, 2013 was derived from the audited financial statements included in our 2013Form 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.Reclassifications also include the presentation of our former waste-to-energy business as a result of its classification as held-for-sale and, in turn, discontinued operations. Please refer to Note 14 for further information.

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:

		Three Months Ended March 31,
			2014		2013
Number of separate projects			6		11
Net increase in contract profit from the regular
	revaluation of final estimated contract profit revisions	$	13,200	$	19,000

Please see Note 12 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 $6,600 and $4,500 as of March 31, 2014 and December 31, 2013, respectively,of which substantially all costs had been incurred as of March 31, 2014 and December 31, 2013.

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 March 31, 2014 and December 31, 2013.

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, which includes the consideration of security instruments that provide us protection in the event of non-payment. 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 March 31, 2014 or December 31, 2013.

Trade accounts receivable are continually evaluated for collectability. Provisions are established on a project-specific basis when there is an issue associated with the client's ability to make payments or there are circumstances where the client is not making payment due to contractual issues.

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 March 31, 2014 and December 31, 2013, 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 2 or 3 unobservable market data inputs.

	March 31, 2014						December 31, 2013
		Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Fair value measurements:
Assets:
Assets measured at fair value on a recurring basis:
Foreign currency forward contracts	$	-	$	1,330	$	-	$	-	$	7,361	$	-
Assets measured at fair value on a non-recurring basis:
Investment in an unconsolidated affiliate	$	-	$	-	$	-	$	-	$	-	$	35,096
Liabilities:
Liabilities measured at fair value on a recurring basis:
Foreign currency forward contracts	$	-	$	1,512	$	-	$	-	$	2,405	$	-
Interest rate swap contracts		-		8,757		-		-		7,866		-
Total liabilities measured at fair value on a recurring basis	$	-	$	10,269	$	-	$	-	$	10,271	$	-

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 from continuing operations were as follows:

		Three Months Ended March 31,
			2014		2013
Income from continuing operations attributable to Foster Wheeler AG		$	17,067	$	16,904
Basic weighted-average number of shares outstanding			99,147,429		104,386,669
Effect of dilutive securities			1,263,233		253,330
Diluted weighted-average number of shares outstanding			100,410,662		104,639,999
Income from continuing operations per share:
	Basic	$	0.17	$	0.16
	Diluted	$	0.17	$	0.16

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:

	Three Months Ended March 31,
	2014	2013
Stock options	527,547	1,574,710
Performance-based restricted share units	432,445	1,132,649

Pending Exchange Offer and Our Acquisition by AMEC plc – On February 13, 2014, we entered into an Implementation Agreement (the “Implementation Agreement”) with AMEC plc (“AMEC”) relating to the acquisition of all of the issued and to be issued registered shares, par value CHF 3.00 per share, of Foster Wheeler AG (the “FW shares”) by AMEC. On the terms and subject to the conditions of the Implementation Agreement, AMEC will commence an exchange offer (the “Offer”) to acquire all of the FW shares, pursuant to which each validly tendered FW share will be exchanged for a combination (subject to election by each Foster Wheeler shareholder as described in our Current Report on Form 8-K filed with the Securities and Exchange Commission on February 13, 2014) of (a) $16.00 in cash plus (b) 0.8998 ordinary shares, par value £0.50 per share, of AMEC ("AMEC shares") or, at the election of such holder, American Depositary Shares representing such number of AMEC shares.

The closing of the Offer is subject to, among other things, approval by our shareholders of certain amendments to our articles of association to remove certain transfer restrictions and certain voting limitations with respect to the FW shares.

For a full description of the Offer, see our Current Report on Form 8-K filed with the Securities and Exchange Commission on February 13, 2014.

Proposed Dividend – On February 26, 2014, our Board of Directors approved a proposal to our shareholders for a one-time dividend of $0.40 per share. We intend to ask our shareholders to approve this dividend at our Annual General Meeting on May 7, 2014 and, subject to shareholder approval, this dividend will be paid shortly after our Annual General Meeting. This dividend is not linked to, and not conditional on, the closing of the Offer.The covenants of our senior unsecured credit agreement do not limit our ability to pay this proposed dividend and we expect that there will be no Swiss withholding taxes on the dividend.

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Business Segments (Tables)

3 Months Ended

Mar. 31, 2014

Business Segments [Abstract]

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

	Three Months Ended March 31,
		2014		2013
Operating Revenues (Third-Party) by Industry:
Power generation	$	182,855	$	182,464
Oil refining		203,034		323,738
Pharmaceutical		20,499		37,846
Oil and gas		103,774		85,258
Chemical/petrochemical		152,344		102,179
Power plant design, operation and maintenance		54,639		44,627
Environmental		1,670		1,224
Other, net of eliminations		14,884		12,808
Total	$	733,699	$	790,144
Operating Revenues (Third-Party) by Business Segment:
Global E&C Group	$	553,261	$	587,974
Global Power Group		180,438		202,170
Total	$	733,699	$	790,144
Operating Revenues (Third-Party) by Geographic Region:
Africa	$	13,169	$	18,912
Asia Pacific		221,827		193,013
Europe		144,446		188,189
Middle East		114,397		64,923
North America		185,960		241,594
South America		53,900		83,513
Total	$	733,699	$	790,144

Segment Reporting Information - Table

			Three Months Ended March 31,
				2014		2013
EBITDA:
	Global E&C Group		$	40,054	$	35,188
	Global Power Group			28,726		24,687
	C&F Group *			(24,018)		(19,797)
	Discontinued operations			-		41
		Total EBITDA		44,762		40,119
	Less: Discontinued operations			-		41
		EBITDA from continuing operations		44,762		40,078
Add: Net (loss)/income attributable to noncontrolling interests				(2,127)		3,279
Less: Interest expense				3,662		2,672
Less: Depreciation and amortization				14,315		15,342
Income from continuing operations before income taxes				24,658		25,343
Less: Provision for income taxes				9,718		5,160
Income from continuing operations				14,940		20,183
Loss from discontinued operations**				-		(3,878)
Net income				14,940		16,305
Less: Net (loss)/income attributable to noncontrolling interests				(2,127)		3,279
Net income attributable to Foster Wheeler AG			$	17,067	$	13,026
____________________
* Includes general corporate income and expense, our captive insurance operation and the elimination of transactions and balances related to intercompany interest.
** Loss from discontinued operations for the three months ended March 31, 2013 included an impairment charge of $3,919 recognized in connection with our
	Camden, New Jersey waste-to-energy facility. Please refer to Note 14 for further information.
EBITDA in the above table includes the following:
			Three Months Ended March 31,
				2014		2013
Net increase in contract profit from the regular
	revaluation of final estimated contract profit revisions:(1)
	Global E&C Group		$	3,300	$	10,500
	Global Power Group			9,900		8,500
		Total	$	13,200	$	19,000
Net asbestos-related provision in our C&F Group(2)			$	2,000	$	2,000
Charges for severance-related postemployment benefits:
	Global E&C Group		$	900	$	1,200
	Global Power Group			100		400
	C&F Group			-		400
		Total	$	1,000	$	2,000

______________

(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)Please refer to Note 13 for further information regarding the revaluation of our asbestos liability and related asset.

Schedule Of Restructuring And Related Costs- Table

Net pre-tax restructuring costs		Severance		Facility exit, lease termination & other costs		Total
Balance as of December 31, 2013	$	11,400	$	2,100	$	13,500
2014 charge		-		-		-
Utilization and foreign exchange		(1,827)		(47)		(1,874)
Balance as of March 31, 2014	$	9,573	$	2,053	$	11,626

Schedule of Income/(Loss) Associated with our Discontinued Operations-Table

	Three Months Ended March 31,
		2014		2013
EBITDA from discontinued operations	$	-	$	41
Less: Interest expense		-		-
Less: Depreciation and amortization*		-		3,919
Loss from discontinued operations before income taxes*		-		(3,878)
Less: Provision for income taxes		-		-
Loss from discontinued operations*	$	-	$	(3,878)

During 2013, we recorded an impairment charge of $3,919 in connection with our Camden, New Jersey waste-to-energy facility which was recorded as depreciation expense within income/(loss) from discontinued operations. Please refer to Note 14 for further information.

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Investments (Equity Method Investments, Summarized Financial Data - Table) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013
Italy [Member]
Current assets	$ 171,591		$ 156,844
Other assets (primarily buildings and equipment)	250,729		259,392
Current liabilities	112,781		108,769
Other liabilities (primarily long-term debt)	149,785		149,578
Net assets	159,754		157,889
Total revenues	33,279	33,009
Gross profit	15,450	196
Income before income taxes	7,641	(1,653)
Net earnings/(loss)	2,365	(1,271)
Chile [Member]
Current assets	74,166		66,867
Other assets (primarily buildings and equipment)	86,532		88,936
Current liabilities	26,086		25,643
Other liabilities (primarily long-term debt)	14,482		14,482
Net assets	120,130		115,678
Total revenues	20,105	17,593
Gross profit	8,718	9,215
Income before income taxes	5,566	8,885
Net earnings/(loss)	$ 4,452	$ 6,868

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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
	Mar. 31, 2014	Mar. 31, 2013
Pension Plans, Defined Benefit [Member]
Defined Benefit Plan, Net Periodic Benefit Cost/(Credit):
Service cost	$ 298	$ 300
Interest cost	14,020	12,829
Expected return on plan assets	(18,127)	(16,291)
Amortization of net actuarial loss/(gain)	4,144	4,474
Amortization of prior service credit	(571)	(390)
Amortization of transition obligation	5	14
Net periodic benefit (credit)/cost	(231)	936
Other Postretirement Benefit Plans, Defined Benefit [Member]
Defined Benefit Plan, Net Periodic Benefit Cost/(Credit):
Service cost	12	18
Interest cost	588	859
Expected return on plan assets	0	0
Amortization of net actuarial loss/(gain)	(29)	190
Amortization of prior service credit	(874)	(874)
Amortization of transition obligation	0	0
Net periodic benefit (credit)/cost	$ (303)	$ 193

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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
	Mar. 31, 2014	Mar. 31, 2013
United States [Member]
Asbestos litigation, defense and case resolution payments	$ 14,800	$ 14,600
Insurance proceeds	0	(8,900)
Net asbestos-related payments	$ 14,800	$ 5,700

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CONSOLIDATED STATEMENT OF OPERATIONS (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
CONSOLIDATED STATEMENT OF OPERATIONS
Operating revenues	$ 733,699	$ 790,144
Cost of operating revenues	618,164	670,698
Contract profit	115,535	119,446
Selling, general and administrative expenses	82,047	90,332
Other income, net	(6,140)	(4,751)
Other deductions, net	10,703	5,312
Interest income	(1,403)	(1,462)
Interest expense	3,662	2,672
Net asbestos-related provision/(gain)	2,008	2,000
Income from continuing operations before income taxes	24,658	25,343
Provision for income taxes	9,718	5,160
Income from continuing operations	14,940	20,183
Discontinued Operations:
Loss from discontinued operations before income taxes	0	(3,878)
Provision for income taxes from discontinued operations	0	0
Loss from discontinued operations	0	(3,878)
Net income	14,940	16,305
Less: Net (loss)/ income attributable to noncontrolling interests	(2,127)	3,279
Net income attributable to Foster Wheeler AG	17,067	13,026
Amounts attributable to Foster Wheeler AG:
Income from continuing operations attributable to Foster Wheeler AG	17,067	16,904
Loss from discontinued operations	0	(3,878)
Net income attributable to Foster Wheeler AG	$ 17,067	$ 13,026
Basic earnings per share:
Income from continuing operations attributable to Foster Wheeler AG (see Note 1)	$ 0.17	$ 0.16
Loss from discontinued operations attributable to Foster Wheeler AG	$ 0	$ (0.04)
Net income attributable to Foster Wheeler AG	$ 0.17	$ 0.12
Diluted earnings per share:
Income from continuing operations attributable to Foster Wheeler AG (see Note 1 )	$ 0.17	$ 0.16
Loss from discontinued operations attributable to Foster Wheeler AG	$ 0	$ (0.04)
Net income attributable to Foster Wheeler AG	$ 0.17	$ 0.12

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Goodwill and Other Intangible Assets (Net carrying amount of goodwill by geographic region) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Goodwill	$ 169,377	$ 169,801
Global E and C Group [Member]
Goodwill	92,051	92,576
Global E and C Group [Member] | North America [Member]
Goodwill	83,845	84,447
Global E and C Group [Member] | Asia [Member]
Goodwill	786	761
Global E and C Group [Member] | Europe [Member]
Goodwill	6,835	6,787
Global E and C Group [Member] | Middle East [Member]
Goodwill	585	581
Global Power Group [Member]
Goodwill	77,326	77,225
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	73,060	72,959
Global Power Group [Member] | Middle East [Member]
Goodwill	$ 0	$ 0

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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, 2012	$ 757,393	$ 269,633	$ 266,943	$ 835,993	$ (567,603)	$ (90,976)	$ 713,990	$ 43,403
Net income	16,305			13,026			13,026	3,279
Other comprehensive income/(loss), net of tax	(11,117)				(10,330)		(10,330)	(787)
Issuance of registered shares upon exercise of stock options	643	97	546				643
Issuance of registered shares upon vesting of restricted awards		449	(449)
Distributions to noncontrolling interests	(10,514)							(10,514)
Share-based compensation expense	4,992		4,992				4,992
Excess tax shortfall related to share-based compensation	(85)		(85)				(85)
Repurchase of registered shares	(33,948)					(33,948)	(33,948)
Retirement of registered shares		0	0			0
Balance at Mar. 31, 2013	723,669	270,179	271,947	849,019	(577,933)	(124,924)	688,288	35,381
Balance at Dec. 31, 2013	784,165	259,937	216,450	933,160	(509,317)	(150,131)	750,099	34,066
Net income	14,940			17,067			17,067	(2,127)
Other comprehensive income/(loss), net of tax	(5,319)				(4,753)		(4,753)	(566)
Issuance of registered shares upon exercise of stock options	1,720	245	1,475				1,720
Issuance of registered shares upon vesting of restricted awards		1,096	(1,096)
Distributions to noncontrolling interests	(6,666)							(6,666)
Share-based compensation expense	9,649		9,649				9,649
Excess tax shortfall related to share-based compensation	291		291				291
Repurchase of registered shares	0					0	0
Retirement of registered shares		0	0			0
Balance at Mar. 31, 2014	$ 798,780	$ 261,278	$ 226,769	$ 950,227	$ (514,070)	$ (150,131)	$ 774,073	$ 24,707

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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
	Mar. 31, 2014	Mar. 31, 2013
Share - Based Compensation Plans [Abstract]
Share-based Compensation	$ 4,617	$ 4,590
Related income tax benefit	$ 300	$ 185

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Summary of Significant Accounting Policies (Fair value measurements- Table) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Fair Value, Inputs, Level 1 [Member]
Fair Value Assets [Abstract]
Foreign currency forward contracts-Assets	$ 0	$ 0
Investment in an unconsolidated affiliate	0	0
Fair Value Liabilities [Abstract]
Foreign currency forward contracts- Liabilities	0	0
Interest rate swap contracts	0	0
Total liabilities measured at fair value on a recurring basis	0	0
Fair Value, Inputs, Level 2 [Member]
Fair Value Assets [Abstract]
Foreign currency forward contracts-Assets	1,330	7,361
Investment in an unconsolidated affiliate	0	0
Fair Value Liabilities [Abstract]
Foreign currency forward contracts- Liabilities	1,512	2,405
Interest rate swap contracts	8,757	7,866
Total liabilities measured at fair value on a recurring basis	10,269	10,271
Fair Value, Inputs, Level 3 [Member]
Fair Value Assets [Abstract]
Foreign currency forward contracts-Assets	0	0
Investment in an unconsolidated affiliate	0	35,096
Fair Value Liabilities [Abstract]
Foreign currency forward contracts- Liabilities	0	0
Interest rate swap contracts	0	0
Total liabilities measured at fair value on a recurring basis	$ 0	$ 0

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Business Segments (Operating Revenues By Industry and by Segment - Table) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Operating revenues	$ 733,699	$ 790,144
Africa Project Location [Member]
Operating revenues	13,169	18,912
Asia Pacific Project Location [Member]
Operating revenues	221,827	193,013
Europe Project Location [Member]
Operating revenues	144,446	188,189
Middle East Project Location [Member]
Operating revenues	114,397	64,923
North America Project Location [Member]
Operating revenues	185,960	241,594
South America Project Location [Member]
Operating revenues	53,900	83,513
Global E and C Group [Member]
Operating revenues	553,261	587,974
Global Power Group [Member]
Operating revenues	180,438	202,170
Power Generation [Member]
Operating revenues	182,855	182,464
Oil Refining [Member]
Operating revenues	203,034	323,738
Pharmaceutical [Member]
Operating revenues	20,499	37,846
Oil and Gas [Member]
Operating revenues	103,774	85,258
Chemical / Petrochemical [Member]
Operating revenues	152,344	102,179
Power Plant Design, Operation and Maintenance [Member]
Operating revenues	54,639	44,627
Environmental [Member]
Operating revenues	1,670	1,224
Other, Net of Eliminations [Member]
Operating revenues	$ 14,884	$ 12,808

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Summary of Significant Accounting Policies (Policy)

3 Months Ended

Mar. 31, 2014

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, 2013 (“2013 Form 10-K”), filed with the Securities and Exchange Commission on February 27, 2014. The consolidated balance sheet as of December 31, 2013 was derived from the audited financial statements included in our 2013Form 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.Reclassifications also include the presentation of our former waste-to-energy business as a result of its classification as held-for-sale and, in turn, discontinued operations. Please refer to Note 14 for further information.

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:

		Three Months Ended March 31,
			2014		2013
Number of separate projects			6		11
Net increase in contract profit from the regular
	revaluation of final estimated contract profit revisions	$	13,200	$	19,000

Please see Note 12 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 $6,600 and $4,500 as of March 31, 2014 and December 31, 2013, respectively,of which substantially all costs had been incurred as of March 31, 2014 and December 31, 2013.

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 March 31, 2014 and December 31, 2013.

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, which includes the consideration of security instruments that provide us protection in the event of non-payment. 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 March 31, 2014 or December 31, 2013.

Trade accounts receivable are continually evaluated for collectability. Provisions are established on a project-specific basis when there is an issue associated with the client's ability to make payments or there are circumstances where the client is not making payment due to contractual issues.

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 March 31, 2014 and December 31, 2013, 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 2 or 3 unobservable market data inputs.

	March 31, 2014						December 31, 2013
		Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Fair value measurements:
Assets:
Assets measured at fair value on a recurring basis:
Foreign currency forward contracts	$	-	$	1,330	$	-	$	-	$	7,361	$	-
Assets measured at fair value on a non-recurring basis:
Investment in an unconsolidated affiliate	$	-	$	-	$	-	$	-	$	-	$	35,096
Liabilities:
Liabilities measured at fair value on a recurring basis:
Foreign currency forward contracts	$	-	$	1,512	$	-	$	-	$	2,405	$	-
Interest rate swap contracts		-		8,757		-		-		7,866		-
Total liabilities measured at fair value on a recurring basis	$	-	$	10,269	$	-	$	-	$	10,271	$	-

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 from continuing operations were as follows:

		Three Months Ended March 31,
			2014		2013
Income from continuing operations attributable to Foster Wheeler AG		$	17,067	$	16,904
Basic weighted-average number of shares outstanding			99,147,429		104,386,669
Effect of dilutive securities			1,263,233		253,330
Diluted weighted-average number of shares outstanding			100,410,662		104,639,999
Income from continuing operations per share:
	Basic	$	0.17	$	0.16
	Diluted	$	0.17	$	0.16

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:

	Three Months Ended March 31,
	2014	2013
Stock options	527,547	1,574,710
Performance-based restricted share units	432,445	1,132,649

Pending Exchange Offer And Our Acquisition By Amec Plc

Pending Exchange Offer and Our Acquisition by AMEC plc – On February 13, 2014, we entered into an Implementation Agreement (the “Implementation Agreement”) with AMEC plc (“AMEC”) relating to the acquisition of all of the issued and to be issued registered shares, par value CHF 3.00 per share, of Foster Wheeler AG (the “FW shares”) by AMEC. On the terms and subject to the conditions of the Implementation Agreement, AMEC will commence an exchange offer (the “Offer”) to acquire all of the FW shares, pursuant to which each validly tendered FW share will be exchanged for a combination (subject to election by each Foster Wheeler shareholder as described in our Current Report on Form 8-K filed with the Securities and Exchange Commission on February 13, 2014) of (a) $16.00 in cash plus (b) 0.8998 ordinary shares, par value £0.50 per share, of AMEC ("AMEC shares") or, at the election of such holder, American Depositary Shares representing such number of AMEC shares.

The closing of the Offer is subject to, among other things, approval by our shareholders of certain amendments to our articles of association to remove certain transfer restrictions and certain voting limitations with respect to the FW shares.

For a full description of the Offer, see our Current Report on Form 8-K filed with the Securities and Exchange Commission on February 13, 2014.

Proposed Dividend

Proposed Dividend – On February 26, 2014, our Board of Directors approved a proposal to our shareholders for a one-time dividend of $0.40 per share. We intend to ask our shareholders to approve this dividend at our Annual General Meeting on May 7, 2014 and, subject to shareholder approval, this dividend will be paid shortly after our Annual General Meeting. This dividend is not linked to, and not conditional on, the closing of the Offer.The covenants of our senior unsecured credit agreement do not limit our ability to pay this proposed dividend and we expect that there will be no Swiss withholding taxes on the dividend.

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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
	Mar. 31, 2014	Mar. 31, 2013
Earnings Per Share [Abstract]
Income from continuing operations attributable to Foster Wheeler AG	$ 17,067	$ 16,904
Basic weighted-average number of shares outstanding	99,147,429	104,386,669
Effect of dilutive securities	1,263,233	253,330
Diluted weighted-average number of shares outstanding	100,410,662	104,639,999
Basic earnings per share	$ 0.17	$ 0.16
Diluted earnings per share	$ 0.17	$ 0.16

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Investments (Tables)

3 Months Ended

Mar. 31, 2014

Investments

Equity Method Investments, Summarized Financial Data - Table

	March 31, 2014				December 31, 2013
		Italy		Chile		Italy		Chile
Balance Sheet Data:
Current assets	$	171,591	$	74,166	$	156,844	$	66,867
Other assets (primarily buildings and equipment)		250,729		86,532		259,392		88,936
Current liabilities		112,781		26,086		108,769		25,643
Other liabilities (primarily long-term debt)		149,785		14,482		149,578		14,482
Net assets	$	159,754	$	120,130	$	157,889	$	115,678

	Three Months Ended March 31,
	2014				2013
		Italy		Chile		Italy		Chile
Income Statement Data:
Total revenues	$	33,279	$	20,105	$	33,009	$	17,593
Gross profit		15,450		8,718		196		9,215
Income/(loss) before income taxes		7,641		5,566		(1,653)		8,885
Net earnings/(loss)		2,365		4,452		(1,271)		6,868

Equity in the Net Earnings of Unconsolidated Affiliates- Table

		Three Months Ended March 31,
		2014		2013
Equity in the net earnings of unconsolidated affiliates	$	3,921	$	4,104
Distributions from equity affiliates	$	-	$	1,943
		March 31, 2014		December 31, 2013
Investments in unconsolidated affiliates	$	154,258	$	150,558

Refinery/Power Generation Project in Chile - Table

	Three Months Ended March 31,
		2014		2013
Fees for operations and maintenance services (included in operating revenues)	$	2,728	$	2,804
		March 31, 2014		December 31, 2013
Receivable from our unconsolidated affiliate in Chile (included in trade receivables)	$	13,904	$	7,866

Schedule of Variable Interests - Table

Balance Sheet Data (excluding intercompany balances):	March 31, 2014		December 31, 2013
Current assets	$	5,395	$	5,897
Other assets (primarily buildings and equipment)		35,084		36,118
Current liabilities		2,637		3,024
Other liabilities		4,657		4,819
Net assets	$	33,185	$	34,172

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Business Segments (Income/Loss from Discontinued Operations - Table) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
EBITDA from discontinued operations	$ 0	$ 41
Less: Interest expense		0
Less: Depreciation and amortization		3,919	[1]
Loss from discontinued operations before income taxes	0	(3,878)
Less: Provision for income taxes	0	0
Loss from discontinued operations	$ 0	$ (3,878)

[1] During 2013, we recorded an impairment charge of $3,919 in connection with our Camden, New Jersey waste-to-energy facility which was recorded as depreciation expense within income/(loss) from discontinued operations. Please refer to Note 14 for further information.

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CONSOLIDATED STATEMENT OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$ 14,940	$ 16,305
Adjustments to reconcile net income to cash flows from operating activities:
Depreciation and amortization	14,315	15,342
Net non-cash asbestos-related provision	2,008	2,000
Share-based compensation expense	4,617	4,590
Excess tax (benefit)/shortfall related to share-based com pensation	(291)	85
Deferred income tax provision	1,079	4,218
Equity in earnings of unconsolidated affiliates, net of dividends	(4,275)	(2,023)
Other noncash items, net	(41)	30
Changes in assets and liabilities, net of effects from aquisitions:
(Increase)/decrease in receivables	(45,104)	38,631
Net change in contracts in process and billings in excess of costs and estimated earnings on uncompleted contracts	60,826	(36,132)
Decrease in accounts payable and accrued expenses	(71,038)	(52,280)
Net change in other current assets and liabilities	1,530	(11,929)
Net change in other long-term assets and liabilities	(22,241)	(14,951)
Net cash used in operating activities-continuing operations	(43,675)	(36,114)
Net cash used in operating activities-discontinued operations	0	(331)
Net cash used in operating activities	(43,675)	(36,445)
CASH FLOWS FROM INVESTING ACTIVITIES
Payments related to acquisition of businesses, net of cash acquired	0	(24,895)
Change in restricted cash	29,285	17,598
Capital expenditures	(5,769)	(7,862)
Return of investment from unconsolidated affiliates	0	82
Proceeds from sale of short-term investments	0	121
Other investing activities	61	0
Net cash provided by/(used in) investing activities- continuing operations	23,577	(14,956)
Net cash provided by investing activities- discontinued operations	0	331
Net cash provided by/(used in) investing activities	23,577	(14,625)
CASH FLOWS FROM FINANCING ACTIVITIES
Repurchase of shares	0	(33,948)
Distributions to noncontrolling interests	(6,666)	(10,514)
Proceeds from stock options exercised	1,720	643
Excess tax benefit/(shortfall) related to share-based compensation	291	(85)
Repayment of debt and capital lease obligations	(646)	(632)
Net cash used in financing activities	(5,301)	(44,536)
Effect of exchange rate changes on cash and cash equivalents	(2,924)	(11,000)
DECREASE IN CASH AND CASH EQUIVALENTS	(28,323)	(106,606)
Less: Increase/(decrease) in cash and cash equivalents-discontinued operations	0	0
Decreasae in cash and equivalents-continuing operations	(28,323)	(106,606)
Cash and cash equivalents at beginning of year	556,190	582,322
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$ 527,867	$ 475,716

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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Net income	$ 14,940	$ 16,305
Foreign currency translation adjustments:
Foreign currency translation adjustments	(3,288)	(14,413)
Tax impact	(7)	0
Foreign currency translation adjustments, net of tax	(3,295)	(14,413)
Cash flow hedges adjustments:
Unrealized loss	(2,368)	(818)
Tax impact	820	208
Unrealized loss, net of tax	(1,548)	(610)
Reclassification for losses included in net income (see Note 8 for further information)	1,020	1,135
Tax impact	(347)	(288)
Reclassification for losses included in net income, net of tax	673	847
Total cash flow hedges adjustments, net of tax	(875)	237
Pension and other postretirement benefits adjustment, net of tax:
Net actuarial loss	(3,980)	0
Tax impact	498	0
Net actuarial gain/(loss), net of tax	(3,482)	0
Amortization included in net periodic pension cost (see Note 6 for further information):
Amortization for net actuarial loss	4,115	4,664
Tax impact	(456)	(449)
Amortization for net actuarial loss, net of tax	3,659	4,215
Amortization for prior service credit	(1,445)	(1,264)
Tax impact	114	91
Amortization for prior service credit, net of tax	(1,331)	(1,173)
Amortization for transition obligation	5	14
Tax impact	0	3
Amortization for transition obligation, net of tax	5	17
Total pension and other postretirement benefits adjustments, net of tax	(1,149)	3,059
Other comprehensive income, net of tax	(5,319)	(11,117)
Comprehensive income	9,621	5,188
Less: Comprehensive (loss)/income attibutable to noncontrolling interests	(2,693)	2,492
Comprehensive income attributable to Foster Wheeler AG	$ 12,314	$ 2,696

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Accumulated Other Comprehenisive Income

3 Months Ended

Mar. 31, 2014

Accumulated Other Comprehensive Loss [Abstract]

Accumulated other comprehensive loss

10. Accumulated Other Comprehensive Loss

Below are the adjustments included in other comprehensive loss related to foreign currency translation, cash flow hedges and pension and other postretirement benefits and their related tax provision/(benefit) and balances attributable to noncontrolling interests and Foster Wheeler AG:

	Three Months Ended March 31,
		2014		2013
Foreign currency translation	$	(3,288)	$	(14,413)
Tax impact		(7)		-
Foreign currency translation, net of tax		(3,295)		(14,413)
Less: Attributable to noncontrolling interests		(570)		(789)
Attributable to Foster Wheeler AG	$	(2,725)	$	(13,624)
Cash flow hedges*	$	(1,348)	$	317
Tax impact		473		(80)
Attributable to Foster Wheeler AG	$	(875)	$	237
Pension and other postretirement benefits	$	(1,305)	$	3,414
Tax impact		156		(355)
Pension and other postretirement benefits, net of tax		(1,149)		3,059
Less: Attributable to noncontrolling interests		4		2
Attributable to Foster Wheeler AG	$	(1,153)	$	3,057
Other comprehensive loss attributable to Foster Wheeler AG	$	(4,753)	$	(10,330)

* Cash flow hedges include the impact of our proportionate share from unconsolidated affiliates accounted for under the equity method of accounting.

No tax is provided on foreign currency translation adjustments in comprehensive income to the extent the related earnings are indefinitely reinvested in each subsidiary's country of domicile.

Reclassifications from accumulated other comprehensive loss related to cash flow hedges 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.

Below is a rollforward of accumulated other comprehensive loss adjusted for other comprehensive income/(loss) items attributable to Foster Wheeler AG (all amounts net of tax):

		Accumulated Other Comprehensive Loss
		Accumulated Foreign Currency Translation		Cash Flow Hedges		Pension and Other Postretirement Benefits		Total Accumulated Other Comprehensive Loss
Balance at December 31, 2012	$	(86,729)	$	(12,412)	$	(468,462)	$	(567,603)
Other comprehensive (loss)/income		(13,624)		237		3,057		(10,330)
Balance at March 31, 2013	$	(100,353)	$	(12,175)	$	(465,405)	$	(577,933)
Balance at December 31, 2013	$	(92,017)	$	(8,845)	$	(408,455)	$	(509,317)
Other comprehensive loss		(2,725)		(875)		(1,153)		(4,753)
Balance at March 31, 2014	$	(94,742)	$	(9,720)	$	(409,608)	$	(514,070)

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Document Entity Information	3 Months Ended
	Mar. 31, 2014	Apr. 25, 2014
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	Mar. 31, 2014
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q3
Entity Well-known Seasoned Issuer	Yes
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		99,713,289

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Income Taxes

3 Months Ended

Mar. 31, 2014

Income Taxes [Abstract]

Income Taxes

11. 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 2014

Our effective tax rate for the first three months of 2014 was greater than the U.S. statutory rate of 35% primarily because of the disproportionately higher share of losses from jurisdictions where we are unable to recognize a tax benefit because of a valuation allowance. However, we expect the effective tax rate for the first quarter to be an exception and not indicative of the remaining quarters in 2014.

The increase in our effective tax rate for the first three months of 2014 was higher than the U.S. statutory rate of 35% primarily due to the net impact of the following:

• During the first three months of 2014, income earned in non-U.S. jurisdictions contributed to an approximate 11-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. We anticipate a similar impact on our 2014 full-year effective tax rate; and

• During the first three months of 2014, 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 16-percentage point increase in our effective tax rate. We do not anticipate this adjustment to be representative of the impact on our 2014 full-year effective tax rate. We expect the impact of losses subject to a valuation allowance to have a minimal impact on our 2014 full-year effective tax rate.

Effective Tax Rate for 2013

Our effective tax rate for the first three 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 17-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 six-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 2025 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 2009.

A number of tax years are under audit by the relevant tax authorities in various jurisdictions, including the U.S. and several states within the U.S. We anticipate that several of these audits may be concluded in the foreseeable future, including during the remainder of 2014. 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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CONSOLIDATED BALANCE SHEET (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Current Assets:
Cash and cash equivalents	$ 527,867	$ 556,190
Accounts and notes receivable, net:
Trade	715,360	671,770
Other	60,581	57,262
Contracts in process	201,034	197,232
Prepaid, deferred and refundable income taxes	61,391	62,856
Other current assets	39,070	38,431
Total current assets	1,605,303	1,583,741
Land, buildings and equipment, net	274,667	279,981
Restricted cash	53,580	82,867
Notes and accounts receivable - long-term	14,645	15,060
Investments in and advances to unconsolidated affiliates	181,736	181,315
Goodwill	169,377	169,801
Other intangible assets, net	108,235	113,463
Asbestos related insurance recovery receivable	118,711	120,489
Other assets	148,031	143,848
Deferred tax assets	47,710	49,707
TOTAL ASSETS	2,721,995	2,740,272
Current Liabilities:
Current installments on long-term debt	12,696	12,513
Accounts payable	248,442	282,403
Accrued expenses	261,640	304,312
Billings in excess of costs and estimated earnings on uncompleted contracts	635,383	569,652
Income taxes payable	36,657	39,078
Total current liabilities	1,194,818	1,207,958
Long-term debt	113,030	113,719
Deferred tax liabilities	40,680	39,714
Pension, postretirement and other employee benefits	109,077	111,221
Asbestos-related liability	248,670	257,180
Other long-term liabilities	206,308	210,651
Commitments and contingencies
TOTAL LIABILITIES	1,912,583	1,940,443
Temporary Equity:
Non-vested share-based compensation awards subject to redemption	10,632	15,664
TOTAL TEMPORARY EQUITY	10,632	15,664
Equity:
Registered shares: CHF 3.00 par value; authorized: 158,256,236 shares and 157,863,694 shares; conditionally authorized: 57,775,870 shares and 58,168,412 shares; issued: 106,035,442 shares and 105,642,900 shares; outstanding: 99,443,742 shares and 99,051,200 shares.	261,278	259,937
Paid-in capital	226,769	216,450
Retained earnings	950,227	933,160
Accumulated other comprehensive loss	(514,070)	(509,317)
Treasury shares (outstanding: 6,591,700 shares and 6,591,700 shares)	(150,131)	(150,131)
TOTAL FOSTER WHEELER AG SHAREHOLDERS' EQUITY	774,073	750,099
Noncontrolling interests	24,707	34,066
TOTAL EQUITY	798,780	784,165
TOTAL LIABILITIES, TEMPORARY EQUITY AND EQUITY	$ 2,721,995	$ 2,740,272

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Borrowings

3 Months Ended

Mar. 31, 2014

Borrowings [Abstract]

Borrowings

5. Borrowings

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

			March 31, 2014						December 31, 2013
			Current		Long-term		Total		Current		Long-term		Total
Capital Lease Obligations			$	3,212	$	50,593	$	53,805	$	3,040	$	51,359	$	54,399
Special-Purpose Limited Recourse Project Debt:
	FW Power S.r.l.			7,444		55,799		63,243		7,433		55,722		63,155
	Energia Holdings, LLC at 11.443% interest,
		due April 15, 2015		2,040		5,355		7,395		2,040		5,355		7,395
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			$	12,696	$	113,030	$	125,726	$	12,513	$	113,719	$	126,232
Estimated fair value							$	140,130					$	139,912

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 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 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 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 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.

Oursenior credit agreement contains various customary restrictive covenants. In addition, oursenior 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 oursenior credit agreement. We have been in compliance with all financial covenants and other provisions of oursenior credit agreement during the three months endedMarch 31, 2014 and 2013.

We had approximately $304,500 and $253,900 of letters of credit outstanding under our senior credit agreement as of March 31, 2014 and December 31, 2013, respectively. The letter of credit fees under our senior credit agreement as of March 31, 2014 and December 31, 2013 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 as of March 31, 2014 and December 31, 2013.

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Goodwill and Other Intangible Assets

3 Months Ended

Mar. 31, 2014

Goodwill and Other Intangible Assets

Goodwill and Other Intangible Assets

4. Goodwill and Other Intangible Assets

We have tracked accumulated goodwill impairments since the beginning of fiscal year 2002, our date of adoption of the accounting guidelines related to the assessment of goodwill for impairment. There were no accumulated goodwill impairment losses since 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:	March 31, 2014		December 31, 2013		March 31, 2014		December 31, 2013
North America	$	83,845	$	84,447	$	4,266	$	4,266
Asia		786		761		-		-
Europe		6,835		6,787		73,060		72,959
Middle East		585		581		-		-
Total	$	92,051	$	92,576	$	77,326	$	77,225

The changes in each of the regions during the three months ended March 31, 2014were the result of the impact of foreign currency translation adjustments.

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

		March 31, 2014						December 31, 2013
		Gross				Net		Gross				Net
		Carrying		Accumulated		Carrying		Carrying		Accumulated		Carrying
		Amount		Amortization		Amount		Amount		Amortization		Amount
Patents		$	41,539	$	(34,973)	$	6,566	$	41,526	$	(34,477)	$	7,049
Trademarks			66,322		(34,682)		31,640		66,320		(34,113)		32,207
Customer relationships,
	pipeline and backlog		93,824		(28,475)		65,349		95,199		(25,911)		69,288
Technology			6,897		(2,217)		4,680		6,887		(1,968)		4,919
Total		$	208,582	$	(100,347)	$	108,235	$	209,932	$	(96,469)	$	113,463

As of March 31,2014, the net carrying amounts of our identifiable intangible assets were $44,103for our Global Power Group and $64,132 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 thethree months ended March 31, 2014and 2013.

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

		Three Months Ended March 31,
			2014		2013
Amortization expense		$	4,108	$	4,054
Approximate full year amortization expense for years:
	2014			$	16,300
	2015				11,900
	2016				9,600
	2017				9,200
	2018				9,000

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Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2014

Summary of Significant Accounting Policies [Abstract]

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

		Three Months Ended March 31,
			2014		2013
Number of separate projects			6		11
Net increase in contract profit from the regular
	revaluation of final estimated contract profit revisions	$	13,200	$	19,000

Fair Value Measurements- Table

	March 31, 2014						December 31, 2013
		Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Fair value measurements:
Assets:
Assets measured at fair value on a recurring basis:
Foreign currency forward contracts	$	-	$	1,330	$	-	$	-	$	7,361	$	-
Assets measured at fair value on a non-recurring basis:
Investment in an unconsolidated affiliate	$	-	$	-	$	-	$	-	$	-	$	35,096
Liabilities:
Liabilities measured at fair value on a recurring basis:
Foreign currency forward contracts	$	-	$	1,512	$	-	$	-	$	2,405	$	-
Interest rate swap contracts		-		8,757		-		-		7,866		-
Total liabilities measured at fair value on a recurring basis	$	-	$	10,269	$	-	$	-	$	10,271	$	-

Basic and Diluted EPS - Table

		Three Months Ended March 31,
			2014		2013
Income from continuing operations attributable to Foster Wheeler AG		$	17,067	$	16,904
Basic weighted-average number of shares outstanding			99,147,429		104,386,669
Effect of dilutive securities			1,263,233		253,330
Diluted weighted-average number of shares outstanding			100,410,662		104,639,999
Income from continuing operations per share:
	Basic	$	0.17	$	0.16
	Diluted	$	0.17	$	0.16

Antidilutive Securities - Table

	Three Months Ended March 31,
	2014	2013
Stock options	527,547	1,574,710
Performance-based restricted share units	432,445	1,132,649

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Business Segments

3 Months Ended

Mar. 31, 2014

Business Segments [Abstract]

Business Segments

12. Business Segments

We operate through two business 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 export 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 owns and operates electric power generating wind farms in Italy and also owns a noncontrolling interest in two electric power generation projects, one waste-to-energy project and one wind farm project, all of which are located in Italy, and a noncontrolling interest in a joint venture company that is fully licensed to engineer, procure and construct processing facilities in China. 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 installs 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 Revenuesfrom Continuing Operations

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

	Three Months Ended March 31,
		2014		2013
Operating Revenues (Third-Party) by Industry:
Power generation	$	182,855	$	182,464
Oil refining		203,034		323,738
Pharmaceutical		20,499		37,846
Oil and gas		103,774		85,258
Chemical/petrochemical		152,344		102,179
Power plant design, operation and maintenance		54,639		44,627
Environmental		1,670		1,224
Other, net of eliminations		14,884		12,808
Total	$	733,699	$	790,144
Operating Revenues (Third-Party) by Business Segment:
Global E&C Group	$	553,261	$	587,974
Global Power Group		180,438		202,170
Total	$	733,699	$	790,144
Operating Revenues (Third-Party) by Geographic Region:
Africa	$	13,169	$	18,912
Asia Pacific		221,827		193,013
Europe		144,446		188,189
Middle East		114,397		64,923
North America		185,960		241,594
South America		53,900		83,513
Total	$	733,699	$	790,144

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:

			Three Months Ended March 31,
				2014		2013
EBITDA:
	Global E&C Group		$	40,054	$	35,188
	Global Power Group			28,726		24,687
	C&F Group *			(24,018)		(19,797)
	Discontinued operations			-		41
		Total EBITDA		44,762		40,119
	Less: Discontinued operations			-		41
		EBITDA from continuing operations		44,762		40,078
Add: Net (loss)/income attributable to noncontrolling interests				(2,127)		3,279
Less: Interest expense				3,662		2,672
Less: Depreciation and amortization				14,315		15,342
Income from continuing operations before income taxes				24,658		25,343
Less: Provision for income taxes				9,718		5,160
Income from continuing operations				14,940		20,183
Loss from discontinued operations**				-		(3,878)
Net income				14,940		16,305
Less: Net (loss)/income attributable to noncontrolling interests				(2,127)		3,279
Net income attributable to Foster Wheeler AG			$	17,067	$	13,026
____________________
* Includes general corporate income and expense, our captive insurance operation and the elimination of transactions and balances related to intercompany interest.
** Loss from discontinued operations for the three months ended March 31, 2013 included an impairment charge of $3,919 recognized in connection with our
	Camden, New Jersey waste-to-energy facility. Please refer to Note 14 for further information.
EBITDA in the above table includes the following:
			Three Months Ended March 31,
				2014		2013
Net increase in contract profit from the regular
	revaluation of final estimated contract profit revisions:(1)
	Global E&C Group		$	3,300	$	10,500
	Global Power Group			9,900		8,500
		Total	$	13,200	$	19,000
Net asbestos-related provision in our C&F Group(2)			$	2,000	$	2,000
Charges for severance-related postemployment benefits:
	Global E&C Group		$	900	$	1,200
	Global Power Group			100		400
	C&F Group			-		400
		Total	$	1,000	$	2,000

______________

(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)Please refer to Note 13 for further information regarding the revaluation of our asbestos liability and related asset.

During 2013, we initiated restructuring actions relating to ongoing cost reduction efforts within our Global Power Group, including severance-related postemployment benefits and consolidation of manufacturing operations. We recorded net pre-tax restructuring costs totaling $19,100 for restructuring actions initiated in 2013.

We are expecting to complete the severance-related postemployment benefits activities in 2014 and the majority of facility-related cost reduction actions in 2015. No specific plans for significant other actions have been finalized at this time. The following table summarizes the liability balances and utilization by cost type related to the 2013 restructuring actions:

Net pre-tax restructuring costs		Severance		Facility exit, lease termination & other costs		Total
Balance as of December 31, 2013	$	11,400	$	2,100	$	13,500
2014 charge		-		-		-
Utilization and foreign exchange		(1,827)		(47)		(1,874)
Balance as of March 31, 2014	$	9,573	$	2,053	$	11,626

The accounting policies of our business segments are the same as those described in our summary of significant accounting policies as disclosed in our 2013 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.

Loss from discontinued operations included the following:

	Three Months Ended March 31,
		2014		2013
EBITDA from discontinued operations	$	-	$	41
Less: Interest expense		-		-
Less: Depreciation and amortization*		-		3,919
Loss from discontinued operations before income taxes*		-		(3,878)
Less: Provision for income taxes		-		-
Loss from discontinued operations*	$	-	$	(3,878)

During 2013, we recorded an impairment charge of $3,919 in connection with our Camden, New Jersey waste-to-energy facility which was recorded as depreciation expense within income/(loss) from discontinued operations. Please refer to Note 14 for further information.

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Derivative Financial Instruments

3 Months Ended

Mar. 31, 2014

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		March 31,		December 31,		Balance Sheet		March 31,		December 31,
			Location		2014		2013		Location		2014		2013
Derivatives designated as
		hedging instruments:
	Interest rate swap
		contracts	Other assets		$	-	$	-	Other long-term liabilities		$	8,757	$	7,866
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		1,266		7,157		uncompleted contracts		1,406		2,018
	Foreign currency
		forward contracts	Other accounts receivable			64		204	Accounts payable			106		387
Total derivatives					$	1,330	$	7,361			$	10,269	$	10,271

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 March 31, 2014. 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 March 31,2014, we had a total gross notional amount, measured in U.S. dollar equivalent, ofapproximately $277,200related 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 2014 through 2016.

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:

			Amount of Gain/(Loss)
	Location of Gain/(Loss)		Recognized in Income on Derivatives
Derivatives Not Designated as	Recognized	Three Months Ended March 31,
Hedging Instruments	in Income on Derivatives		2014		2013
Foreign currency forward contracts	Cost of operating revenues	$	(828)	$	(7,320)
Foreign currency forward contracts	Other deductions, net		116		(1,276)
Total		$	(712)	$	(8,596)

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

During the three months endedMarch 31, 2014 and 2013, we included net cash inflows/(outflows) on the settlement of derivatives of $3,711and $(889), 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 $56,900as of March 31, 2014.

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:

	Three Months Ended March 31,
		2014		2013
Unrealized loss recognized in other comprehensive income	$	(1,456)	$	(448)
Loss reclassified from accumulated other comprehensive loss to interest expense		585		625

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.See Note 10 for the related tax effect on cash flow hedges that are recognized in other comprehensive income.

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Share-Based Compensation Plans (Reconciliation of temporary equity - Table) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Share - Based Compensation Plans [Abstract]
Balance at beginning of year	$ 15,664	$ 8,594
Compensation cost during the period for those equity awards with intrinsic value on the grant date	3,833	3,392
Intrinsic value of equity awards vested during the period for those equity awards with intrinsic value on the grant date	(8,865)	(3,794)
Balance at end of period	$ 10,632	$ 8,192

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Pensions and Other Postretirement Benefits

3 Months Ended

Mar. 31, 2014

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 plans, which we refer to as OPEB 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 2014, we are not required to make any mandatory contributions to our U.S. pension plans. The following table provides details on 2014 mandatory contribution activity for our non-U.S. pension plans:

Contributions in the three months ended March 31, 2014	$	5,400
Remaining contributions expected for the year 2014		17,900
Contributions expected for the year 2014	$	23,300

We did not make any discretionary contributions during the first three months of 2014; however, we may elect to make discretionary contributions to our U.S. and/or non-U.S. pension plans during the remainder of 2014.

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				OPEB Plans
	Three Months Ended March 31,				Three Months Ended March 31,
		2014		2013		2014		2013
Net periodic benefit (credit)/cost:
Service cost	$	298	$	300	$	12	$	18
Interest cost		14,020		12,829		588		859
Expected return on plan assets		(18,127)		(16,291)		-		-
Amortization of loss/(gain)		4,144		4,474		(29)		190
Amortization of prior service credit		(571)		(390)		(874)		(874)
Amortization of transition obligation		5		14		-		-
Net periodic benefit (credit)/cost	$	(231)	$	936	$	(303)	$	193

The components of net periodic benefit (credit)/costare 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 taxeffects.

Also refer to Note 10 for the related tax effect on pension and other postretirement benefit adjustmentsthat are recognized in other comprehensive loss.

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Guarantees and Warranties

3 Months Ended

Mar. 31, 2014

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 breach of covenants, breach of representations and warranties, as well as potential exposure for retained liabilities, environmental matters and third party claims 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; however many of our indemnification obligations, including for environmental matters, are capped. Historically, our payments under these indemnification obligationshave not had a significant effect on our business, financial condition,results of operations or cash flows. We believe that if we were to incur a loss related to any of these matters, such loss would not have a significant effect on our business, financial condition, results of operations or cash flows.

We maintain liabilities for environmental matters for properties owned and for properties covered under the indemnification obligations described above for businesses and/or assets that we previously owned and sold to third parties. As of March 31, 2014 and December 31, 2013, the carrying amounts of our environmental liabilities were $6,700 and $6,800, respectively.

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.

	Three Months Ended March 31,
Warranty Liability:		2014		2013
Balance at beginning of year	$	73,500	$	90,100
Accruals		5,500		6,100
Settlements		(1,600)		(2,000)
Adjustments to provisions*		(5,500)		(3,700)
Foreign currency translation		900		(2,200)
Balance at end of period	$	72,800	$	88,300

_________________

• 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 $1,036,500 and $960,500as of March 31,2014 and December 31, 2013, 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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Share-Based Compensation Plans

3 Months Ended

Mar. 31, 2014

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:

	Three Months Ended March 31,
		2014		2013
Share-based compensation	$	4,617	$	4,590
Related income tax benefit		300		185

As of March 31, 2014, we had total unrecognized compensation cost related torestricted share units, or RSUs,performance-based restricted share units, or performance RSUs, and stock options of $21,667,$14,612and$1,977,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 did not grant any stock options during the three months ended March 31, 2014or 2013.

Our share-based compensation plan includes 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 three months ended March 31, 2014 and 2013 were as follows:

		Three Months Ended March 31,
		2014		2013
Balance at beginning of year		$	15,664	$	8,594
Compensation cost during the period for those equity awards with
	intrinsic value on the grant date		3,833		3,392
Intrinsic value of equity awards vested during the period for
	those equity awards with intrinsic value on the grant date		(8,865)		(3,794)
Balance at end of period		$	10,632	$	8,192

Our articles of association provide for conditional capital for the issuance of shares under our share-based compensation plan 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 March 31, 2014, our remaining available conditional capital was 57,775,870 shares.

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Income Taxes (Narrative) (Details)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
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	16.00%	6.00%
Impact on the effective tax rate for income earned in the jurisdictions with tax rates lower than the U.S. statutory rate	(11.00%)	(17.00%)

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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
	Mar. 31, 2014		Mar. 31, 2013
Total EBITDA	$ 44,762		$ 40,078
EBITDA from discontinued operations	0		41
Less: EBITDA from discontinued operations	0		41
Add: Net (loss)/income attributable to noncontrolling interests	(2,127)		3,279
Less: Interest expense	3,662		2,672
Less: Depreciation and amortization	14,315		15,342
Income from continuing operations before income taxes	24,658		25,343
Less: Provision for income taxes	9,718		5,160
Income from continuing operations	14,940		20,183
Loss from discontinued operations	0		(3,878)
Net income	14,940		16,305
Less: Net (loss)/income attributable to noncontrolling interests	(2,127)		3,279
Net income attributable to Foster Wheeler AG	17,067		13,026
Net increase in contract profit from the regular revaluation of final estimated contract profit revisions	13,200		19,000
Net asbestos-related provision/(gain)	2,008		2,000
Charges for severance-related postemployment benefits	1,000		2,000
Global E and C Group [Member]
Total EBITDA	40,054		35,188
Net increase in contract profit from the regular revaluation of final estimated contract profit revisions	3,300	[1]	10,500	[1]
Charges for severance-related postemployment benefits	900		1,200
Global Power Group [Member]
Total EBITDA	28,726		24,687
Net increase in contract profit from the regular revaluation of final estimated contract profit revisions	9,900	[1]	8,500	[1]
Charges for severance-related postemployment benefits	100		400
C and F Group [Member]
Total EBITDA	(24,018)	[2]	(19,797)	[2]
Net asbestos-related provision/(gain)	2,000	[3]	2,000	[3]
Charges for severance-related postemployment benefits	$ 0		$ 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] * Includes general corporate income and expense, our captive insurance operation and the elimination of transactions and balances related to intercompany interest.

[3] Please refer to Note 13 for further information regarding the revaluation of our asbestos liability and related asset.

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Accumulated Other Comprehensive Loss (Components of Accumulated Other Comprehensive Loss-Table) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Accumulated other comprehensive loss, beginning balance	$ (509,317)	$ (567,603)
Other comprehensive (loss)/ income attributable to Foster Wheeler AG	(4,753)	(10,330)
Total accumulated other comprehensive loss, ending balance	(514,070)	(577,933)
Accumulated Translation Adjustment [Member]
Accumulated other comprehensive loss, beginning balance	(92,017)	(86,729)
Other comprehensive (loss)/ income attributable to Foster Wheeler AG	(2,725)	(13,624)
Total accumulated other comprehensive loss, ending balance	(94,742)	(100,353)
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member]
Accumulated other comprehensive loss, beginning balance	(8,845)	(12,412)
Other comprehensive (loss)/ income attributable to Foster Wheeler AG	(875)	237
Total accumulated other comprehensive loss, ending balance	(9,720)	(12,175)
Accumulated Defined Benefit Plans Adjustment [Member]
Accumulated other comprehensive loss, beginning balance	(408,455)	(468,462)
Other comprehensive (loss)/ income attributable to Foster Wheeler AG	(1,153)	3,057
Total accumulated other comprehensive loss, ending balance	$ (409,608)	$ (465,405)

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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
	Mar. 31, 2014 Projects	Mar. 31, 2013 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	6	11
Net increase in contract profit from the regular revaluation of final estimated contract profit revisions	$ 13,200	$ 19,000

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Borrowings (Narrative) (Details) (US 2012 Senior Credit Agreement [Member], USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Dec. 31, 2013
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 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 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 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	304,500	253,900
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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Discontinued Operations

3 Months Ended

Mar. 31, 2014

Discontinued Operations [Abstract]

Discontinued Operations

14.Discontinued Operations

During the first quarter of 2013, we recorded an impairment charge of $3,919 at our waste-to-energy facility in Camden, New Jersey 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 first quarter of 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 and we completed the sale of the facility in August 2013. The presentation of the financial results and asset and liability balancesof this businessfor the periods prior to the completion of the sale have been reclassified on our consolidated statement of operations, consolidated balance sheet and consolidated statement of cash flows under the respective captions related to discontinued operations, and these reclassifications have been made in the notes to our consolidated financial statements.Prior to the sale, the business had been classified on our consolidated balance sheet as of June 30, 2013 under the respective current and non-current captions of assets held for sale and liabilities held for sale as a result of our Board of Directors' approval of our plan to sell the facility, which met the accounting criteria as a business held for sale and the criteria for classification as a discontinued operation. We didnot recognize depreciation on long-lived assets while held for sale. Our Camden facility was formerly included in our Global Power Group business segment.

We completed the sale of our Camden facility in August 2013. Based on the proceeds received and costs of disposal, we recognized a gain of $300 within income/(loss) from discontinued operations before income taxes on the consolidated statement of operations during the quarter and nine months ended September 30, 2013.

Operating revenues related to our discontinued operations, which were exclusively in the U.S., were $6,144 during the three months ended March 31, 2013.

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Borrowings (Tables)

3 Months Ended

Mar. 31, 2014

Borrowings [Abstract]

Components of Long-Term Debt- Table

			March 31, 2014						December 31, 2013
			Current		Long-term		Total		Current		Long-term		Total
Capital Lease Obligations			$	3,212	$	50,593	$	53,805	$	3,040	$	51,359	$	54,399
Special-Purpose Limited Recourse Project Debt:
	FW Power S.r.l.			7,444		55,799		63,243		7,433		55,722		63,155
	Energia Holdings, LLC at 11.443% interest,
		due April 15, 2015		2,040		5,355		7,395		2,040		5,355		7,395
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			$	12,696	$	113,030	$	125,726	$	12,513	$	113,719	$	126,232
Estimated fair value							$	140,130					$	139,912

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Borrowings (Components of long-term debt) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Current	$ 12,696	$ 12,513
Long-term	113,030	113,719
Total	125,726	126,232
Estimated fair value of long-term debt	140,130	139,912
Capital Lease Obligations [Member]
Current	3,212	3,040
Long-term	50,593	51,359
Total	53,805	54,399
Secured Debt-FW Power Srl [Member]
Current	7,444	7,433
Long-term	55,799	55,722
Total	63,243	63,155
Secured Debt - Energia Holdings [Member]
Current	2,040	2,040
Long-term	5,355	5,355
Total	7,395	7,395
1999C Bonds [Member]
Current	0	0
Long-term	1,283	1,283
Total	$ 1,283	$ 1,283

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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
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013
Chile and Italy [Member]
Schedule of Equity Method Investments [Line Items]
Equity in the net earnings of unconsolidated affiliates	$ 3,921	$ 4,104
Distributions from equity affiliates	0	1,943
Investment in unconsolidated affiliates	$ 154,258		$ 150,558

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CONSOLIDATED BALANCE SHEET- (Parenthetical) (CHF)	Mar. 31, 2014	Dec. 31, 2013
Consolidated Balance Sheet (Parenthetical) [Abstract]
Registered share par value in CHF	3.00	3.00
Registered shares authorized	158,256,236	157,863,694
Registered shares conditionally authorized	57,775,870	58,168,412
Registered shares issued	106,035,442	105,642,900
Registered shares outstanding	99,443,742	99,051,200
Treasury shares outstanding	6,591,700	6,591,700

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Investments

3 Months Ended

Mar. 31, 2014

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:

	March 31, 2014				December 31, 2013
		Italy		Chile		Italy		Chile
Balance Sheet Data:
Current assets	$	171,591	$	74,166	$	156,844	$	66,867
Other assets (primarily buildings and equipment)		250,729		86,532		259,392		88,936
Current liabilities		112,781		26,086		108,769		25,643
Other liabilities (primarily long-term debt)		149,785		14,482		149,578		14,482
Net assets	$	159,754	$	120,130	$	157,889	$	115,678

	Three Months Ended March 31,
	2014				2013
		Italy		Chile		Italy		Chile
Income Statement Data:
Total revenues	$	33,279	$	20,105	$	33,009	$	17,593
Gross profit		15,450		8,718		196		9,215
Income/(loss) before income taxes		7,641		5,566		(1,653)		8,885
Net earnings/(loss)		2,365		4,452		(1,271)		6,868

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:

		Three Months Ended March 31,
		2014		2013
Equity in the net earnings of unconsolidated affiliates	$	3,921	$	4,104
Distributions from equity affiliates	$	-	$	1,943
		March 31, 2014		December 31, 2013
Investments in unconsolidated affiliates	$	154,258	$	150,558

Our equityearningsfrom our projects in Italy were $1,161in the first three months of 2014 and were inconsequential in the first three months of 2013.

Our equity earnings from our project in Chile were $2,760 and $4,227 in the first three months of 2014 and 2013, respectively. The decrease in equity earnings in the first three months of 2014, compared to the same period in 2013, was primarily driven by a reversal of a risk contingency in the first quarter of 2013 associated with the insurance proceeds received by our project in Chile in connection with its 2010 earthquake loss. Excluding this item, equity earnings would have shown an increase when comparing the first three months of 2014 to the same period in 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 March 31, 2014 or December 31, 2013.

We also have a wholly-owned subsidiary that provides operations and maintenance services to ourproject 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:

	Three Months Ended March 31,
		2014		2013
Fees for operations and maintenance services (included in operating revenues)	$	2,728	$	2,804
		March 31, 2014		December 31, 2013
Receivable from our unconsolidated affiliate in Chile (included in trade receivables)	$	13,904	$	7,866

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 March 31, 2014and December 31, 2013. 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):	March 31, 2014		December 31, 2013
Current assets	$	5,395	$	5,897
Other assets (primarily buildings and equipment)		35,084		36,118
Current liabilities		2,637		3,024
Other liabilities		4,657		4,819
Net assets	$	33,185	$	34,172

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Derivative Financial Instruments (Narrative) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Total gross notional amount related to foreign currency forward contracts	$ 277,200
Net cash inflows on the settlement of derivatives	3,711	(889)
Aggregate notional amount of the receive-variable/pay-fixed interest rate swaps at end of period	$ 56,900
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 (Narrative) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		12 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013	Dec. 31, 2012
Asset Impairment Charge		$ 3,919		$ 11,455
Restructuring Charges	$ 0		$ 19,100

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Pensions and Other Postretirement Benefits (Tables)

3 Months Ended

Mar. 31, 2014

Pensions and Other Postretirement Benefits [Abstract]

Pension Benefits Contributions - Table

Contributions in the three months ended March 31, 2014	$	5,400
Remaining contributions expected for the year 2014		17,900
Contributions expected for the year 2014	$	23,300

Defined Benefit Plan - Table

		Defined Benefit Pension Plans				OPEB Plans
	Three Months Ended March 31,				Three Months Ended March 31,
		2014		2013		2014		2013
Net periodic benefit (credit)/cost:
Service cost	$	298	$	300	$	12	$	18
Interest cost		14,020		12,829		588		859
Expected return on plan assets		(18,127)		(16,291)		-		-
Amortization of loss/(gain)		4,144		4,474		(29)		190
Amortization of prior service credit		(571)		(390)		(874)		(874)
Amortization of transition obligation		5		14		-		-
Net periodic benefit (credit)/cost	$	(231)	$	936	$	(303)	$	193

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Litigation and Uncertainties (Narrative) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		12 Months Ended
	Mar. 31, 2014 claims	Mar. 31, 2013 claims	Dec. 31, 2013 claims	Dec. 31, 2012 claims
Environmental Matters [Member]
Aggregate potential liability, maximum	$ 500
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. During the third quarter of 2013, FWEC received a USEPA invoice under the foregoing agreement for payment of $258 of response costs USEPA claims it incurred from March 2012 to February 2013. 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 $86,600 based on the exchange rate in effect as of March 31, 2014), 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 $91,600 based on the exchange rate in effect as of March 31, 2014).
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 $1,032,200 based on the exchange rate in effect as of March 31, 2014) 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 $1,032,200 based on the exchange rate in effect as of March 31, 2014) cited above, is seeking damages for lost profits in the amount of £555,000 (approximately $924,000 based on the exchange rate in effect as of March 31, 2014). 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 $19,100 based on the exchange rate in effect as of March 31, 2014), 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 $47,900 based on the exchange rate in effect as of March 31, 2014). 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. Our client moved to dismiss the arbitration as premature under the terms of the contract, and we opposed that motion. The motion has been denied by the panel. Also, pursuant to our request, the panel scheduled a hearing early in the first quarter of 2014 for our claims for unpaid receivables, along with our client’s counterclaim for a deductive change order in the amount of approximately £21,600 (approximately $36,000 based on the exchange rate in effect as of March 31, 2014). An initial session of that hearing took place in January 2014 and a further session is scheduled for May 2014. The remaining claims and counterclaims, including our client’s counterclaim for lost profits, are scheduled to be heard late in the fourth quarter of 2014. We cannot predict the ultimate outcome of this matter at this time.
Shareholder Class Action Lawsuits [Member]
Project claims arbitration filing date	March 4, 2014
Project claims arbitration allegations	Plaintiffs allege that the directors breached fiduciary duties owed to plaintiff and the Company’s other shareholders in pursuing the plan to sell the Company, and that the Company aided and abetted the defendant directors in committing such breach. In particular, plaintiffs allege that AMEC’s per share exchange offer to acquire all of the Company’s shares does not adequately compensate the Company’s shareholders for their investment and significantly undervalues the Company’s prospects as a standalone entity, that the consideration fails to take into account the value expected to be realized by AMEC as a result of the proposed acquisition, that the Board permitted Company management to lead the negotiations with AMEC when management was improperly incentivized to pursue the proposed acquisition, and that the Implementation Agreement improperly contains a number of deal protection devices designed to preclude any competing bids from emerging during the period following the announcement of the proposed acquisition in the Company’s Form 8-K filing.
Project claims actions taken by parties	Plaintiffs are in the process of serving summonses and complaints upon the Company and its Board.
United Kingdom [Member]
Asbestos related open claims number	278
Number of asbestos claims brought against United Kingdom	1,059
Asbestos related liability upon pleural plaque ruling	51,200
United States [Member]
Asbestos related open claims number	124,280	125,480	125,240	125,310
Asbestos litigation, defense and case resolution payments	14,800	14,600
Total cumulative indemnity costs paid through the balance sheet date	835,900
Total cumulative defense costs paid through the balance sheet date	414,600
Portion of total defense and indemnity costs that represent defense costs	33.00%
Historic average combined indemnity and defense cost per resolved claim	3,300
Expected cash outflows as a result of insurance settlements proceeds in excess of indemnity and defense payments	(32,100)
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			$ 40,300
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.
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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Summary of Significant Accounting Policies (Narrative) (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Assumed recovery of commercial claims	$ 6,600	$ 4,500
Proposed Dividend	$ 0.40

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Litigation and Uncertainties

3 Months Ended

Mar. 31, 2014

Litigation and Uncertainties

Litigation and Uncertainties

13. 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:

	Three Months Ended March 31,
Number of Claims by period:	2014	2013
Open claims at beginning of period	125,240	125,310
New claims	990	1,210
Claims resolved	(1,950)	(1,040)
Open claims at end of period	124,280	125,480

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 first quarter of 2029. 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.

U.S. Asbestos	March 31, 2014		December 31, 2013
Asbestos-related assets recorded within:
Accounts and notes receivable-other	$	20,621	$	20,256
Asbestos-related insurance recovery receivable		90,831		91,225
Total asbestos-related assets	$	111,452	$	111,481
Asbestos-related liabilities recorded within:
Accrued expenses	$	46,900	$	52,600
Asbestos-related liability		218,459		225,600
Total asbestos-related liabilities	$	265,359	$	278,200
Liability balance by claim category:
Open claims	$	42,793	$	46,800
Future unasserted claims		222,566		231,400
Total asbestos-related liabilities	$	265,359	$	278,200

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 three months of 2014 as a result of indemnity and defense cost payments totaling approximately $14,800, partially offset by the impact of anincrease in the liability related to our rolling 15-year asbestos-related liability estimateof approximately $2,000. 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 first quarter of 2029.

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 first quarter of 2029, 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 first quarter of 2029, 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 first quarter of 2029.

Through March 31, 2014, total cumulative indemnity costs paid, prior to insurance recoveries, were approximately $835,900 and total cumulative defense costs paid were approximately $414,600, or approximately 33% of total defense and indemnity costs. The overall historic average combined indemnity and defense cost per resolved claim through March 31, 2014 has been approximately $3.3. 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 first quarterof 2029. 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. 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 March 31, 2014 and December 31, 2013, 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 three months endedMarch 31, 2014 or2013. 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.

Our net asbestos-related provision during the three months ended March 31, 2014 and 2013 was approximately $2,000 in both periods and the provision in each period was the result of the accrual of our rolling 15-year asbestos liability estimate.

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

	Three Months Ended March 31,
		2014		2013
Asbestos litigation, defense and case resolution payments	$	14,800	$	14,600
Insurance proceeds		-		(8,900)
Net asbestos-related payments	$	14,800	$	5,700

We expect to have net cash outflows of $32,100during the full year 2014as a result of asbestos liability indemnity and defense payments in excess of insurance proceeds. 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, 2013 liability estimate, an increase of 25% in the average per claim indemnity settlement amount would increase the liability by $40,300 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, 1,059 claims have been brought against our U.K. subsidiaries, of which 278 remained open as of March 31, 2014. 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 first quarter of 2029:

U.K. Asbestos	March 31, 2014		December 31, 2013
Asbestos-related assets:
Accounts and notes receivable-other	$	1,493	$	1,483
Asbestos-related insurance recovery receivable		27,880		29,264
Total asbestos-related assets	$	29,373	$	30,747
Asbestos-related liabilities:
Accrued expenses	$	1,493	$	1,483
Asbestos-related liability		30,211		31,580
Total asbestos-related liabilities	$	31,704	$	33,063
Liability balance by claim category:
Open claims	$	6,955	$	8,487
Future unasserted claims		24,749		24,576
Total asbestos-related liabilities	$	31,704	$	33,063

The liability estimates are based on a U.K. House of Lords judgment that pleural plaque claims do not amount to a compensable injury. If this ruling is reversed by legislation, the total asbestos liability recorded in the U.K. would increase to approximately $51,200, with a corresponding increase in the asbestos-related asset.

Project Claims

In addition to the specific matters 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.

On August 30, 2013, our client filed a petition with the U.S. Bankruptcy Court for the District of Delaware seeking to reorganize under Chapter 11 of the U.S. Bankruptcy Code. The filing automatically stayed all proceedings against our client, including the four-party arbitration discussed above. Our client's filing included a motion seeking authorization for the use of cash collateral to fund its activities during the bankruptcy proceedings. In its motion, our client indicated its intent to draw on performance and retention letters of credit we previously issued in connection with the contract totaling approximately $59,000, contending that the funds were needed to fund operations during the bankruptcy and make repairs to the power plant. We opposed the motion on various grounds, including that any such draw would be unsupported and wrongful, and applied for an order temporarily restraining our client from drawing on the letters of credit, lifting the automatic stay of the arbitration proceeding and transferring the question of our client's right to draw on our letters of credit back to the arbitration for resolution in the context of the overall dispute. The bankruptcy court granted our application for temporary restraint and scheduled a further hearing on the issue, which on successive applications by our client was adjourned to November 21, 2013.

On November 1, 2013, our client filed a motion seeking the bankruptcy court's approval of proposed debtor-in-possession financing. On November 13, 2013, our client filed its plan of reorganization. The confirmation hearing for the plan of reorganization is currently scheduled for May21, 2014. On November 15, 2013, our client signed a stipulation to modify and lift the automatic stay of the arbitration proceedings by the bankruptcy filing to permit the arbitration to proceed as to all issues other than issues related to our letters of credit, which stipulation was approved by the bankruptcy court. The court-approved stipulation also provided for the withdrawal of our client's motion to draw on our letters of credit and a bar to re-filing such motion prior to March 1, 2014, absent exigent circumstances. Following the lifting of the bankruptcy stay, a scheduling conference was held by the arbitration panel in December 2013 and the panel extended the various procedural deadlines in the case. The final hearing is now set for the first and second quarters of 2015.

The debtor-in-possession financing facility was approved by the court on November 21, 2013. The plan of reorganization contemplates, and any funding from the debtor-in-possession financing is conditioned upon, the achievement of various milestones by specified dates. One of the milestones is the reduction to zero by the bankruptcy court of the value of our mechanics lien and the mechanics liens of the turbine and erection contractors through a “claims estimation” proceeding. Our client moved to compel claims estimation on December 11, 2013. We and the turbine and erection contractors opposed the motion on various grounds. The motion was set to be heard on February 7, 2014 but adjourned at the request of our client to February 12, 2014. On February 10, 2014, we agreed to a partial settlement of the outstanding claims under our supply contract with our client. Under the agreement, we will perform certain new work on the steam generation equipment in exchange for (i) a release from our client of liability for alleged defects in the steam generation equipment, (ii) restriction of our client's right to draw on our letters of credit to disputes involving the new work, and (iii) a court-approved assignment of our client's right to seek indemnification for the cost of the new work from the erection and turbine contractors. Also, under the agreement we will release our client from liability for our $14,800 in project claims related to delays, out of scope work, and improperly assessed delay liquidated damages in exchange for a court-approved assignment of our client's right to seek indemnification for these claims from the turbine and erection contractors. The settlement agreement is subject to bankruptcy court approval, which approval was granted on March 7, 2014. The erection contractor has appealed the approval order, but has not applied to stay its enforcement during the pendency of the appeal. Accordingly, we are proceeding with the new work and intend to vigorously pursue in the arbitration our claims for the $14,800 in project claims and for the cost of the new work against the turbine and erection contractors. Our client's claims estimation motion, which was adjourned pending approval by the agreement of the bankruptcy court, has now been withdrawn as against us.

Our letters of credit remain in place and we will vigorously oppose any attempt to draw down on them.

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 clientseeking collection of unpaid receivablesin excess of £52,000 (approximately $86,600 based on the exchange rate in effect as of March 31, 2014), 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 $91,600based on the exchange rate in effect as of March 31, 2014). 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 $1,032,200based on the exchange rate in effect as of March 31, 2014) 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 $1,032,200based on the exchange rate in effect as of March 31, 2014) cited above, is seeking damages for lost profits in the amount of £555,000 (approximately $924,000based on the exchange rate in effect as of March 31, 2014). 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 $19,100based on the exchange rate in effect as of March 31, 2014), 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 $47,900based on the exchange rate in effect as of March 31, 2014). 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. Our client moved to dismiss the arbitration as premature under the terms of the contract, and we opposed that motion. The motion has been denied by the panel. Also, pursuant to our request, the panel scheduled a hearing early in the first quarter of 2014 for our claims for unpaid receivables, along with our client's counterclaim for a deductive change order in the amount of approximately £21,600 (approximately $36,000 based on the exchange rate in effect as of March 31, 2014). An initial session of that hearing took place in January 2014 and a further session is scheduled for May 2014. The remaining claims and counterclaims, including our client's counterclaim for lost profits, are scheduled to be heard late in the fourth quarter of 2014. 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. During the third quarter of 2013, FWEC received a USEPA invoice under the foregoing agreement for payment of $258 of response costs USEPA claims it incurred from March 2012 to February 2013. 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.

Shareholder Class Action Lawsuits

Four putative class action lawsuits have been filed on behalf of Foster Wheeler AG shareholders against Foster Wheeler AG, or the Company, and the Board of Directors of Foster Wheeler AG, or the Board, seeking to enjoin the proposed acquisition of the Company by AMEC from proceeding. The first of such lawsuits was filed on March 4, 2014. Two of the lawsuits are pending in Texas state court and the other two lawsuits are pending in the United States District Court for the District of New Jersey. AMEC is named as a co-defendant in the two Texas state court lawsuits. The complaints contain similar, standardized allegations. Plaintiffs allege that the directors breached fiduciary duties owed to plaintiff and the Company's other shareholders in pursuing the plan to sell the Company, and that the Company aided and abetted the defendant directors in committing such breach. In particular, plaintiffs allege that AMEC's per share exchange offer to acquire all of the Company's shares does not adequately compensate the Company's shareholders for their investment and significantly undervalues the Company's prospects as a standalone entity, that the consideration fails to take into account the value expected to be realized by AMEC as a result of the proposed acquisition, that the Board permitted Company management to lead the negotiations with AMEC when management was improperly incentivized to pursue the proposed acquisition, and that the Implementation Agreement improperly contains a number of deal protection devices designed to preclude any competing bids from emerging during the period following the announcement of the proposed acquisition in the Company's Form 8-K filing.Plaintiffs are in the process of serving summonses and complaints upon the Company and its Board. No class has been constituted yet. The Company believes that the allegations are without merit and intends to vigorously oppose the lawsuits on behalf of itself and on behalf of its Board.