Squeeze-Out Merger
and
Offer to Exchange
Each
Registered Share
of

For
$16.00 Cash and 0.8998 Securities in Amec Foster Wheeler plc
(formerly AMEC plc)
by
AMEC INTERNATIONAL INVESTMENTS BV
a wholly-owned subsidiary of
AMEC FOSTER WHEELER PLC

On 7 October 2014, AMEC International Investments BV, a company organised under the laws of the Netherlands and a direct wholly-owned subsidiary of Amec Foster Wheeler plc, a company organised under the laws of England and Wales, which is referred to as AMFW, offered to acquire all of the issued and to be issued registered shares, par value CHF3.00 per share, or Foster Wheeler shares, of Foster Wheeler AG, a company organised under the laws of Switzerland, upon the terms and subject to the conditions set forth in this prospectus, as amended or supplemented from time to time, which is referred to as the Offer. Upon completion of the Offer on 13 November 2014, AMFW, through AMEC International Investments BV, indirectly acquired 95.275 per cent. of the 100,126,791 outstanding and publicly held Foster Wheeler shares (excluding 6,591,700 treasury shares). Therefore, pursuant to the implementation agreement dated 13 February 2014 as amended by the letter agreement dated 28 March 2014, the deed of amendment dated 28 May 2014 and the deed of amendment dated 2 October 2014, each between AMFW and Foster Wheeler, which are collectively referred to as the Implementation Agreement, and the merger agreement among A-FW International Investments GmbH, which is referred to as Swiss MergeCo, AMEC International Investments BV and Foster Wheeler dated 8 December 2014, referred to as the Merger Agreement, AMFW, through AMEC International Investments BV, has initiated a squeeze-out merger to acquire the remaining issued and to be issued Foster Wheeler shares, referred to as the Squeeze-Out Merger, under article 3, paragraph 1, subparagraph a of the Swiss Federal Act of Mergers, Demergers, Conversion and Transfer of Assets and Liabilities, or the Swiss Merger Act.

In the Squeeze-Out Merger each remaining Foster Wheeler shareholder will receive, for each outstanding Foster Wheeler share held, a combination of $16.00 cash and either (i) 0.8998 AMFW ordinary shares, nominal value £0.50 per share, or the AMFW shares, if the shareholder's address on the books and records of Foster Wheeler is outside the United States, or (ii) 0.8998 AMFW American depositary shares, each representing one (1) AMFW share, or AMFW ADSs, if the shareholder's address on the books and records of Foster Wheeler is in the United States. The cash portion of the consideration you will receive will be increased by an amount equal to the AMFW cash dividend of £0.148, which is referred to as the Dividend Amount, announced by AMFW on 7 August 2014 (as converted into US dollars based on the reference rates to be published by the European Central Bank on 5 January 2015 or, if the cash dividend is paid on another date, on such other date) for each AMFW share or AMFW ADS you receive.

If your address is not on the books and records of Foster Wheeler, you will have ten (10) years from the date that the Squeeze-Out Merger is registered in the Commercial Register of the Canton of Zug, Switzerland to provide that information or submit a claim for payment.

THE CURRENT BOARD OF FOSTER WHEELER, OR THE FOSTER WHEELER BOARD, HAS APPROVED THE MERGER AGREEMENT AND RECOMMENDS THAT HOLDERS OF FOSTER WHEELER SHARES VOTE TO APPROVE THE MERGER AGREEMENT AT FOSTER WHEELER'S EXTRAORDINARY GENERAL MEETING TO BE HELD ON 19 JANUARY 2015, REFERRED TO AS THE FOSTER WHEELER EGM.

AMFW's shares are listed and admitted to trading on the London Stock Exchange's, or the LSE's, main market for listed securities under the symbol "AMFW". The closing price of an AMFW share on the LSE on 15 December 2014 was £7.90. AMFW ADSs are listed on the New York Stock Exchange, or the NYSE, under the symbol "AMFW". The closing price of an AMFW ADS on the NYSE on 15 December 2014 was $12.25.

FOR A DISCUSSION OF RISK FACTORS THAT YOU SHOULD CAREFULLY CONSIDER IN RELATION TO THE SQUEEZE-OUT MERGER, SEE "RISK FACTORS" BEGINNING ON PAGE 31.

THIS PROSPECTUS CONTAINS DETAILED INFORMATION CONCERNING THE SQUEEZE-OUT MERGER. AMFW RECOMMENDS THAT YOU READ THIS PROSPECTUS CAREFULLY. FOSTER WHEELER HAS ALSO FILED A DEFINITIVE PROXY STATEMENT ON SCHEDULE 14A DATED 19 DECEMBER 2014, WHICH CONTAINS DETAILED INFORMATION ABOUT THE SQUEEZE-OUT MERGER AND THE FOSTER WHEELER EGM.

THIS PROSPECTUS IS NOT AN OFFER TO SELL SECURITIES AND IS NOT A SOLICITATION OF AN OFFER TO BUY SECURITIES, NOR SHALL THERE BE ANY SALE OR PURCHASE OF SECURITIES PURSUANT HERETO, IN ANY JURISDICTION IN WHICH SUCH OFFER, SALE OR SOLICITATION IS NOT PERMITTED OR WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE LAWS OF ANY SUCH JURISDICTION.

NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES TO BE ISSUED IN CONNECTION WITH THE SQUEEZE-OUT MERGER AND THE OFFER OR HAS PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE IN THE UNITED STATES.

THIS IS NOT A PROSPECTUS PUBLISHED IN ACCORDANCE WITH THE PROSPECTUS RULES MADE UNDER PART VI OF THE UNITED KINGDOM FINANCIAL SERVICES AND MARKETS ACT 2000 (AS SET OUT IN THE FINANCIAL CONDUCT AUTHORITY HANDBOOK), OR THE UK PROSPECTUS RULES. AMFW HAS PUBLISHED A PROSPECTUS UNDER THE UK PROSPECTUS RULES IN CONNECTION WITH ITS APPLICATION FOR ADMISSION OF AMFW ORDINARY SHARES TO LISTING ON THE PREMIUM SEGMENT OF THE OFFICIAL LIST OF THE UNITED KINGDOM LISTING AUTHORITY AND TO TRADING ON THE MAIN MARKET OF THE LONDON STOCK EXCHANGE. A COPY OF SUCH PROSPECTUS MAY BE OBTAINED AT AMFW'S WEBSITE (WWW.AMECFW.COM) FOLLOWING APPROVAL BY THE FINANCIAL CONDUCT AUTHORITY OF THE UNITED KINGDOM.

This prospectus is not an offer to sell securities and it is not a solicitation of an offer to buy securities, nor shall there be any sale or purchase of securities pursuant hereto, in any jurisdiction in which such offer, solicitation or sale is not permitted or would be unlawful prior to registration or qualification under the laws of any such jurisdiction. If you are in any doubt as to your eligibility to participate in the Squeeze-Out Merger, you should contact your professional adviser immediately.

This prospectus has not been, and will not be, lodged with the Australian Securities and Investments Commission, which is referred to as ASIC, as a disclosure document for the purposes of the Corporations Act of Australia 2001, referred to as the Corporations Act. This prospectus does not purport to include the information required of a disclosure document under Chapter 6D of the Corporations Act. Any securities received in the Squeeze-Out Merger may not be offered for sale (or transferred, assigned or otherwise alienated) to investors in Australia for at least 12 months after issuance, except in circumstances where disclosure to investors is not required under Chapter 6D of the Corporations Act or unless a disclosure document that complies with the Corporations Act is lodged with ASIC. Each investor acknowledges the above and gives an undertaking not to sell those shares (except in the circumstances referred to above) for 12 months after issuance.

This document, which forms part of a registration statement on Form F-4 filed with the SEC by AMFW, constitutes a prospectus of AMFW under Section 5 of the US Securities Act of 1933, as amended, with respect to the shares of AMFW, which are referred to as the AMFW shares, underlying the American Depositary Shares representing the AMFW shares, which are referred to as AMFW ADSs, to be delivered to Foster Wheeler shareholders pursuant to the Squeeze-Out Merger.

In this prospectus, unless otherwise specified or the context otherwise requires:

Foster Wheeler files annual, quarterly and other reports, proxy statements and other information with the SEC. AMFW has filed a registration statement on Form F-4 with the SEC. You can obtain documents related to AMFW and Foster Wheeler, without charge, by requesting them in writing or by telephone from the appropriate company.

You may also obtain copies of these documents, without charge, from the website maintained by the SEC at www.sec.gov.

See "Additional Information for Security Holders—Where You Can Find More Information" beginning on page 432.

The following are some of the questions that you, as a Foster Wheeler shareholder, may have regarding the Squeeze-Out Merger, the Offer, the Foster Wheeler EGM and the Merger Agreement along with answers to those questions. These questions and answers, as well as the following summary, are not meant to be a substitute for the information contained in the remainder of this prospectus or the appendices to this prospectus, and the information is qualified in its entirety by the more detailed descriptions and explanations contained therein.

SUMMARY

The following summary highlights material information contained in this prospectus. It does not contain all of the information that may be important to you. In particular, you should read the documents attached to this prospectus which are made part of this prospectus. This summary and the balance of this prospectus contain forward-looking statements about events that are not certain to occur as described, or at all, and you should not place undue reliance on those statements. Please carefully read the section entitled "Cautionary Statement Regarding Forward-Looking Statements". You are urged to read carefully this entire document (including the annexes) and other documents that are referred to in this prospectus in order to fully understand the transactions contemplated by the Implementation Agreement. See "Additional Information for Security Holders—Where You Can Find More Information". Most items in this summary include a page reference directing you to a more complete description of those items.

Completion of the Offer

On 7 October 2014, AMFW commenced an offer to acquire all of the Foster Wheeler shares in exchange for $16.00 in cash and 0.8998 AMFW securities for each Foster Wheeler share held. Foster Wheeler shareholders could elect to receive either (i) $32.00 in cash or (ii) 1.7996 AMFW securities, in the form of AMFW shares or AMFW ADSs, subject to proration. The Offer was extended to 12 November 2014 and, on 13 November 2014, AMFW announced the completion of the Offer. On 21 November 2014, AMFW announced the final proration results of the Offer: a total of 95,395,711 Foster Wheeler shares (representing 95.275 per cent. of the outstanding Foster Wheeler shares not including 3,768,740 Foster Wheeler shares subject to notices of guaranteed delivery that were not validly tendered) were validly tendered and not withdrawn from the Offer. AMFW, through AMEC International Investments BV, currently owns 95.275 per cent. of the outstanding Foster Wheeler shares. As a result, AMFW, through AMEC International Investments BV, has initiated a Squeeze-Out Merger of Foster Wheeler with and into Swiss MergeCo under article 3, paragraph 1, subparagraph a of the Swiss Merger Act.

The Companies

Swiss MergeCo (see page 108)

Swiss MergeCo was formed by AMFW solely for the purposes of effecting the Squeeze-Out Merger. Swiss MergeCo was incorporated on 14 November 2014 under the laws of Switzerland and registered in the Canton of Zug. All of the outstanding quotas of Swiss MergeCo are held by AMEC International Investments BV. Swiss MergeCo's principal offices are located c/o Foster Wheeler AG at Lindenstrasse 10, 6340 Baar, Switzerland, and its telephone number is +41 41 748 4320.

AMEC International Investments BV (see page 109)

AMEC International Investments BV is a direct wholly-owned subsidiary of AMFW. All outstanding shares of AMEC International Investments BV are owned by AMFW. AMEC International Investments BV's principal executive offices are located at Facility Point, Meander 251, 6825 MC Arnhem, the Netherlands, and its telephone number is +31 (0) 88 2174 111.

AMFW (see page 110)

AMFW is a focused supplier of consultancy, engineering and project management services to its customers in the world's oil and gas, mining, clean energy, environment and infrastructure markets. AMFW provides support for assets such as upstream oil and gas production facilities, mines and nuclear power stations throughout their lifecycle from inception to decommissioning.

AMFW operates in more than 40 countries worldwide through three business units: the Americas, Europe and Growth Regions (which includes Africa, the Middle East and Australasia). AMFW's geographical structure is designed to promote collaboration across services and markets and between people, which AMFW believes improves its service offering to customers and enhances its growth opportunities. As part of the integration of Foster Wheeler, AMFW is reviewing the operations of the combined business to ensure that they are structured in a manner that will enable it to provide its customers with high-quality services across its geographic regions. AMFW will do so by reconstituting AMFW's geographic business units (as described below) and Foster Wheeler's existing Global Power Group. AMFW expects to implement its new operational structure in the first quarter of 2015.

AMFW provides the following services by markets:

•: Oil & Gas, comprising a broad range of services, including engineering, project management and asset support to onshore and offshore projects for the conventional oil and gas market, as well as unconventional oil and gas projects, in particular oil sands;
•: Mining, comprising consultancy, design, design/supply, and project and construction management services for mining companies worldwide;
•: Clean Energy, comprising engineering, procurement, construction and decommissioning services for nuclear energy, renewable energy (in the form of wind, solar, biomass and biofuel projects), transmission and distribution, and power; and
•: Environment & Infrastructure, or E&I, which offers environmental consulting and other services in the water, transportation/infrastructure, government services and industrial/commercial sectors.

For the six months ended 30 June 2014, AMFW employed an average of 27,032 people. AMFW is headquartered at Old Change House, 128 Queen Victoria Street, London EC4V 4BJ, United Kingdom, its registered office is at Booths Park, Chelford Road, Knutsford, Cheshire WA16 8QZ, United Kingdom and its main telephone number is +44 (0) 20 7429 7500. AMFW's internet website is http://www.amecfw.com. The information provided on AMFW's website is not part of this prospectus and is not incorporated herein by reference.

AMFW shares are traded on the LSE and the AMFW ADSs are listed and traded on the NYSE under the symbol "AMFW".

Foster Wheeler (see page 180)

Foster Wheeler is a leading international engineering, construction and project management contractor and power equipment supplier with operations in over 30 countries worldwide.

Foster Wheeler operates through two business groups:

•: The Global Engineering and Construction Group, or the Global E&C Group, designs, engineers and constructs onshore and offshore upstream oil and gas processing facilities, natural gas liquefaction facilities and receiving terminals, gas-to-liquids facilities, oil refining, chemical and petrochemical, pharmaceutical and biotechnology facilities and related infrastructure, including power generation facilities, distribution facilities, gasification facilities and processing facilities associated with the minerals and metals sector, and 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.
•: The 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 and also provides a wide range of aftermarket services.

As at 31 December 2013, Foster Wheeler had 13,311 employees. Foster Wheeler is incorporated under the laws of Switzerland with its registered office in Baar, Canton of Zug, Switzerland. The principal executive office of Foster Wheeler is located at Shinfield Park, Reading, Berkshire RG2 9FW, United Kingdom and its main telephone number is +44 (0) 118 913 1234. Foster Wheeler's internet website is http://www.fwc.com. The information provided on Foster Wheeler's website is not part of this prospectus and is not incorporated herein by reference.

Foster Wheeler shares were traded on NASDAQ under the symbol "FWLT" until Foster Wheeler voluntarily delisted the Foster Wheeler shares effective 4 December 2014.

Risk Factors (see page 31)

You should carefully consider the risks described under "Risk Factors" in relation to the Squeeze-Out Merger and the businesses of AMFW and Foster Wheeler.

Background to and Reasons for the Squeeze-Out Merger (see page 69)

AMFW's Reasons for the Squeeze-Out Merger (see page 84)

As previously disclosed, the purpose of the Squeeze-Out Merger is for AMFW to acquire 100 per cent. ownership of Foster Wheeler. In accordance with the terms of the Implementation Agreement, if AMFW acquired or obtained control of at least 90 per cent. of the outstanding voting rights of Foster Wheeler as a consequence of the Offer it would initiate a Squeeze-Out Merger pursuant to the Swiss Merger Act. After the completion of the Offer on 13 November 2014, AMFW held 95.275 per cent. of the outstanding Foster Wheeler shares. As a result, AMEC International Investments BV initiated a Squeeze-Out Merger, including the execution of the Merger Agreement.

Foster Wheeler's Reasons for the Squeeze-Out Merger; Recommendation of the Foster Wheeler Board as to Fairness of the Squeeze-Out Merger (see page 78)

After careful consideration, the Foster Wheeler Board approved and proposes to you to approve the Merger Agreement and, thereby, the transactions contemplated thereby and has determined that the transactions contemplated by the Merger Agreement are fair to and in the best interests of the unaffiliated Foster Wheeler shareholders.

Opinion of IFBC (see page 86)

At meetings of the Foster Wheeler Board and the AMFW Board held on 8 December 2014, IFBC AG delivered its oral opinion to the Foster Wheeler Board and the AMFW Board, confirmed by delivery of a written opinion, dated 8 December 2014, to the effect that, as of such date, and based on and subject to various assumptions, matters considered and limitations described in its written opinion, the aggregate consideration to be received by the shareholders of Foster Wheeler in the Squeeze-Out Merger pursuant to the Merger Agreement was fair, from a financial point of view, to such holders. IFBC acted as an independent fairness opinion provider and prepared its opinion according to the standards typically applied to fairness opinions in mergers governed by Swiss takeover and merger law. The full text of IFBC's written opinion describes the assumptions made, procedures followed, matters considered and limitations on the review undertaken by IFBC. This opinion is attached as Annex D to this prospectus. IFBC's opinion was provided for the benefit of the Foster Wheeler Board and the AMFW Board in connection with, and for the purpose of, their respective evaluation of the aggregate consideration to be received by the shareholders of Foster Wheeler in the Squeeze-Out Merger

pursuant to the Merger Agreement, which consideration is referred to herein as the Aggregate Consideration. IFBC's opinion letter was also addressed to, and for the information and benefit of, the Boards/Management Boards of each of Swiss MergeCo and AMEC International Investments BV. IFBC's opinion does not address the relative merits of the Squeeze-Out Merger as compared to other business or financial strategies that might be available to Foster Wheeler, nor does it address the underlying business decision of Foster Wheeler to engage in the Squeeze-Out Merger. The IFBC opinion does not constitute a recommendation to the Foster Wheeler Board or the AMFW Board or to any other persons in respect of the Squeeze-Out Merger, including as to how any shareholder of Foster Wheeler should act in respect of the Squeeze-Out Merger. Holders of Foster Wheeler shares are encouraged to read this opinion carefully in its entirety. The summary of IFBC's opinion set forth in this prospectus is qualified in its entirety by reference to the full text of its written opinion.

The Merger Agreement and the Squeeze-Out Merger (see page 105)

The Merger Agreement (see page 105)

On 8 December 2014, Swiss MergeCo, AMEC International Investments BV and Foster Wheeler entered into the Merger Agreement, which provides for the Squeeze-Out Merger of Foster Wheeler with and into Swiss MergeCo, with Swiss MergeCo continuing as the surviving corporation. A summary of the terms of the Merger Agreement is included in the section entitled "Material Agreements—The Merger Agreement" on page 105. A copy of the Merger Agreement is attached as an exhibit to this prospectus. You are encouraged to read the entire Merger Agreement carefully because it is the principal legal document governing the Squeeze-Out Merger.

Merger Consideration (see page 96)

In the Squeeze-Out Merger each shareholder will receive a combination of (i) $16.00 in cash, referred to as the Cash Consideration, and (ii) 0.8998 AMFW shares or AMFW ADSs, referred to as the Share Consideration, depending on whether your address on the books and records of Foster Wheeler is in the United States. The Cash Consideration will be increased by the Dividend Amount. No fractional AMFW shares or AMFW ADSs will be issued to shareholders of Foster Wheeler. If, based on the exchange ratio, shareholders of Foster Wheeler would be entitled to a fractional AMFW share or AMFW ADS, such fraction will be compensated in cash in lieu of a fractional AMFW share or AMFW ADS. The Cash Consideration and the Share Consideration, as well as the Dividend Amount and the cash in lieu of fractional AMFW shares or AMFW ADSs will be paid to shareholders of Foster Wheeler as soon possible following the implementation of the Squeeze-Out Merger. See "The Merger Agreement and the Squeeze-Out Merger—Merger Consideration" on page 96.

Approvals (see page 97)

Foster Wheeler and Swiss MergeCo are obliged to complete the Squeeze-Out Merger if the following approvals are received:

•: approval of the Merger Agreement by the quotaholder of Swiss MergeCo at a quotaholder's meeting to be held on 19 January 2015;
•: approval of the Merger Agreement by the shareholders of Foster Wheeler at the Foster Wheeler EGM to be held on 19 January 2015; and
•: the approval of the Merger Agreement by the quotaholder of AMEC International Investments BV at a quotaholder's meeting to be held on 19 January 2015.

At least three quarters of all quotaholders, representing at least three quarters of the quota capital of Swiss MergeCo and at least 90 per cent. of the outstanding voting rights of Foster Wheeler is

required to approve the Merger Agreement. AMEC International Investments BV holds all of the quotas issued by Swiss MergeCo and therefore 100 per cent. of the quota capital of Swiss MergeCo.

The AMFW ADS Facility (see page 385)

AMFW has established an ADS facility in the United States, and AMFW ADSs issued thereunder will be registered with the SEC and listed and traded on the NYSE under the symbol "AMFW". The rights of holders of AMFW ADSs will be governed by the terms of a deposit agreement among the AMFW depositary, AMFW and the owners and beneficial owners of AMFW ADSs.

Regulatory Matters (see page 97)

No further regulatory approvals are required for the completion of the Squeeze-Out Merger.

Accounting Treatment (see page 97)

Under IFRS, the non-controlling interests in Foster Wheeler that are now to be acquired by AMFW in the Squeeze-Out Merger were initially recognised by AMFW in equity measured at the share of the non-controlling interests in the identifiable net assets of Foster Wheeler at the acquisition date. On completion of the Squeeze-Out Merger, the acquisition of the non-controlling interests will be accounted for by AMFW within equity as a transfer from non-controlling interests to shareholders' equity. Any difference between the consideration given and the carrying amount of the non-controlling interests acquired will be recognised as an increase or decrease in shareholders' equity.

Appraisal Rights (see page 97)

Foster Wheeler shareholders who consider the compensation in the Squeeze-Out Merger to be inadequate may exercise appraisal rights in accordance with Article 105 of the Swiss Merger Act by filing a suit against the surviving company with the competent Swiss civil court in the Canton of Zug, Switzerland (the corporate seat of Foster Wheeler) or at the corporate seat of the surviving company.

The suit must be filed within two months after the Squeeze-Out Merger resolution has been published in the Swiss Official Gazette of Commerce. Foster Wheeler shareholders will not be able to file a suit to exercise appraisal rights. An appraisal suit can be filed by shareholders who voted against the Squeeze-Out Merger, who have abstained from voting, or who have not participated in the Foster Wheeler EGM approving the Squeeze-Out Merger. If such a suit is filed, the court must assess whether the compensation paid or to be paid to the Foster Wheeler shareholders in the Squeeze-Out Merger is adequate compensation. Should the court consider the compensation in the Squeeze-Out Merger to be inadequate, the court must determine the amount of compensation due to the relevant shareholder, if any, and such court's determination will benefit all remaining non-tendering Foster Wheeler shareholders in the same legal position. The filing of an appraisal suit will not prevent completion of the Squeeze-Out Merger.

Material Tax Consequences (see page 368)

Foster Wheeler shareholders may be subject to Swiss tax and US federal income tax consequences as a result of the Squeeze-Out Merger and acquiring, owning or disposing of AMFW shares or AMFW ADSs.

Under Swiss law this includes, among other things, recognition of a taxable capital gain or a tax deductible capital loss for Swiss resident Foster Wheeler shareholders who hold their Foster Wheeler shares as business assets or who classify as a professional securities dealer and who receive consideration in the Squeeze-Out Merger.

The disposition of Foster Wheeler shares in the Squeeze-Out Merger by a US Holder generally will be a taxable transaction for US federal income tax purposes, unless the Acquisition qualifies as a Reorganisation. If the Squeeze-Out Merger occurs and the Acquisition qualifies as a Reorganisation, a US Holder disposing of Foster Wheeler shares in the Squeeze-Out Merger will recognise gain only if such US Holder receives cash in exchange for the Foster Wheeler shares extinguished in the Squeeze-Out Merger. Such gain will equal the lesser of (i) the amount of cash received or (ii) the excess, if any, of (a) the sum of the fair market value of AMFW securities and cash received over (b) such US Holder's adjusted tax basis in its Foster Wheeler shares extinguished in the Squeeze-Out Merger. If the Squeeze-Out Merger occurs and the Acquisition nevertheless fails to qualify as a Reorganisation, a US Holder will recognise gain or loss equal to the difference between (i) the fair market value of the AMFW securities and/or cash received and (ii) the US Holder's adjusted tax basis in its Foster Wheeler shares extinguished in the Squeeze-Out Merger.

Tax matters are complicated, and the tax consequences of each Foster Wheeler shareholder will depend on the facts of each shareholder's situation, including, in the case of US Holders (as defined below in "Material Tax Consequences") whether the Squeeze-Out Merger is completed and the market value of AMFW securities issued in exchange for Foster Wheeler shares. Foster Wheeler shareholders are urged to read carefully the section entitled "Material Tax Consequences" and to consult their own tax advisers on the tax consequences of the Squeeze-Out Merger.

Comparison of Shareholders' Rights (see page 397)

Foster Wheeler shareholders receiving AMFW securities (in the form of AMFW shares or AMFW ADSs, at the election of Foster Wheeler shareholders) will have different rights once they become AMFW shareholders. The rights of a holder of AMFW shares will be governed by English law and by AMFW's Articles of Association. For a discussion of the differences in such rights of holders, see "Comparison of Shareholders' Rights". The rights of a holder of AMFW ADSs will be governed by the deposit agreement among the AMFW depositary, AMFW and the owners and beneficial owners of AMFW ADSs. See "Description of AMFW American Depositary Shares" beginning on page 385.

Delisting and Deregistration (see page 98)

On 13 November 2014 Foster Wheeler notified NASDAQ of its intention to delist the Foster Wheeler shares from the NASDAQ Global Select Market and, on 24 November 2014 Foster Wheeler filed a Form 25 Notification of Removal from Listing and/or Registration. The Foster Wheeler shares were delisted effective 4 December 2014.

As soon as practicable following the Squeeze-Out Merger, once the requirements for deregistration are met, Foster Wheeler intends to file with the SEC a Form 15 requesting the deregistration of the Foster Wheeler shares under Section 12(g) of the Exchange Act and the suspension of Foster Wheeler's reporting obligations under Section 15(d) of the Exchange Act.

Interests of Foster Wheeler and its Directors and Executive Officers (see page 420)

Foster Wheeler's directors and executive officers may have interests in the Squeeze-Out Merger that are different from, or in addition to, those of Foster Wheeler's shareholders generally. These interests include, but are not limited to, that each of the members of the Foster Wheeler Board and certain executive officers are also either an employee of AMFW or are or will become a member of the AMFW Board, that certain of Foster Wheeler's directors were appointed to the AMFW Board subsequent to the closing of the Offer or will be appointed to the AMFW Board and that Foster Wheeler's directors continue to be covered by indemnification and insurance, with respect to claims arising out of or from services provided to Foster Wheeler and/or AMFW. Additionally, certain of Foster Wheeler's directors that were or will be appointed to the AMFW Board, in connection with

their appointment to the AMFW Board, entered into agreements by which they have agreed to comply with and act on the instructions provided by AMFW, subject to certain exceptions. The members of the Foster Wheeler Board were aware of and considered these interests, among other matters, in making their recommendations to shareholders. For information on these interests, see "Interests of Foster Wheeler, AMEC International Investments BV and AMFW and their Directors and Officers". In addition, the ownership of each of Foster Wheeler's directors and executive officers is set forth in "Security Ownership of Certain Beneficial Holders and Management of Foster Wheeler".

Interests of AMFW, AMEC International Investments BV and their Directors and Executive Officers (see page 420)

The interests of AMFW, AMEC International Investments BV and, to the best knowledge of AMFW and AMFW Investments International BV, any of their current directors and executive officers in the Squeeze-Out Merger are set forth in "Interests of Foster Wheeler, AMEC International Investments BV and AMFW and their Directors and Officers". In addition, the ownership of each of AMFW's directors and executive officers in AMFW shares is set forth in "Security Ownership of Certain Beneficial Holders and Management of AMFW".

Additional Information (see page 432)

AMFW has filed a registration statement on Form F-4 with the SEC (SEC file no. 333-199116). Deutsche Bank Trust Company Americas, as the AMFW depositary, has filed a separate registration statement on Form F-6 (Registration No. 333-198926) with the SEC for the registration of the AMFW ADSs. You may read and copy any reports, statements or other information on file with the SEC at the SEC's public reference room located at 100 F Street, N.E., Washington D.C. 20549. SEC filings are also available at the internet website maintained by the SEC at www.sec.gov.

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF AMFW

The following is a summary of AMFW's selected historical consolidated financial data for the periods ended and as at the dates indicated below. You are encouraged to read this information together with the consolidated financial statements of AMFW and the accompanying notes and the section entitled "Operating and Financial Review of AMFW" included elsewhere in this prospectus.

The following tables present selected historical consolidated financial data of AMFW for the periods and as at the dates indicated. AMFW's selected historical consolidated financial data for the six months ended 30 June 2014 and 2013 are derived from its unaudited consolidated financial statements for those periods, which are included elsewhere in this prospectus. AMFW's selected historical consolidated financial data for the years ended 31 December 2013, 2012 and 2011 are derived from its audited consolidated financial statements for those years, included elsewhere in this prospectus. AMFW's selected historical consolidated financial data for the years ended 31 December 2010 and 2009 are derived from AMFW's audited consolidated financial statements for those years, which are not included elsewhere in this prospectus.

AMFW's selected historical consolidated financial statements are presented in accordance with IFRS, as issued by the International Accounting Standards Board, or IASB, and IFRS as adopted by the European Union, or EU. For additional information, see AMFW's consolidated financial statements and the accompanying notes included in this prospectus.

AMFW believes that a meaningful analysis of its financial results for the periods presented is enhanced by the use of non-IFRS financial measures, including trading profit and trading profit margin. The section entitled "Presentation of Certain Financial and Other Information" includes additional information regarding the use of non-IFRS financial measures, a reconciliation of trading profit to its nearest IFRS-equivalent and limitations on the use of such measures.

	Six months ended 30 June						Year ended 31 December

	2013⁽¹⁾			2014			2009⁽¹⁾			2010⁽¹⁾			2011⁽¹⁾			2012⁽¹⁾			2013
	(£ millions, unless otherwise stated)
Selected Consolidated Income Statement Data
Continuing operations
Revenue		1,991			1,858			2,452			2,786			3,133			4,088			3,974

Profit before income tax		118			83			222			261			264			254			255
Income tax		(22	)		(24	)		(52	)		(25	)		(53	)		(47	)		(69	)

Profit for the period from continuing operations		96			59			170			236			211			207			186
Profit/(loss) for the period from discontinued operations (net of income tax)		(5	)		(15	)		13			(9	)		16			2			(8	)

Profit for the period		91			44			183			227			227			209			178



Weighted-average number of shares (millions)
—Basic		294			294			327			326			327			315			293
—Diluted		299			300			333			333			334			321			299
Basic earnings per share (pence)		31.2			15.0			55.8			70.1			69.2			65.8			61.1
Basic earnings per share from continuing operations (pence)		32.8			20.2			51.8			73.0			64.4			65.2			63.8
Diluted earnings per share (pence)		30.6			14.7			54.7			68.5			67.8			64.6			59.8
Diluted earnings per share from continuing operations (pence)⁽²⁾		40.6			39.1			50.9			62.6			71.6			78.6			87.2
Dividends per share (pence)		13.5			14.8			17.7			26.5			30.5			36.5			42.0
Dividend cover⁽²⁾		—			—			2.9x			2.4x			2.3x			2.2x			2.1x

Notes:

(1): Financial information for the six months ended 30 June 2013 and for the years ended 31 December 2012, 2011, 2010 and 2009 has been restated to reflect the reclassification in 2013 of the UK conventional power business as a discontinued business and to reflect the impact of amendments to IAS 19.

(2): Before amortisation, impairment and exceptional items.

	As at 30 June						As at 31 December

	2013			2014			2009			2010			2011			2012			2013
	(£ millions)
Selected Consolidated Balance Sheet Data
Non-current assets		1,219			1,156			686			820			1,051			1,214			1,160
Current assets		1,333			1,214			1,278			1,443			1,404			1,304			1,224

Total assets		2,552			2,370			1,964			2,263			2,455			2,518			2,384

Current liabilities		(1,160	)		(1,096	)		(666	)		(746	)		(828	)		(1,151	)		(1,004	)
Non-current liabilities		(292	)		(242	)		(272	)		(242	)		(253	)		(284	)		(256	)

Total liabilities		(1,452	)		(1,338	)		(938	)		(988	)		(1,081	)		(1,435	)		(1,260	)

Net assets		1,100			1,032			1,026			1,275			1,374			1,083			1,124



Total attributable to equity holder of the parent		1,097			1,030			1,023			1,272			1,373			1,079			1,122
Non-controlling interests		3			2			3			3			1			4			2

Total equity		1,100			1,032			1,026			1,275			1,374			1,083			1,124

Key Performance Measures

AMFW also uses the following non-IFRS measures as measures of operating performance. These measures have been included because AMFW believes that these are important supplemental measures of AMFW's historical operating performance and are helpful for investors in understanding the ongoing profitability of AMFW's business units. See "Presentation of Certain Financial and Other Information—Non-IFRS and Non-US GAAP Financial Measures".

	Six months ended 30 June				Year ended 31 December

	2013⁽¹⁾		2014		2009⁽¹⁾		2010⁽¹⁾		2011⁽¹⁾		2012⁽¹⁾		2013
	(£ millions, unless otherwise stated)
Trading Profit
Trading profit⁽²⁾		159		152		219		277		312		334		343
Trading profit margin (%)⁽³⁾		8.0		8.2		8.9		9.9		9.9		8.2		8.6

Notes:

(1): Financial information for the six months ended 30 June 2013 and for the years ended 31 December 2012, 2011, 2010 and 2009 has been restated to reflect the reclassification in 2013 of the UK conventional power business as a discontinued business and to reflect the impact of amendments to IAS 19.
(2): Trading profit is defined as profit before net financing income excluding amortisation, impairment and exceptional items, but including AMFW's share of joint venture trading profit. A reconciliation of trading profit to the nearest IFRS measure, profit before net financing income, is provided in the section entitled "Presentation of Certain Financial and Other Information—Non-IFRS and Non-US GAAP Financial Measures".
(3): Trading profit margin is defined as trading profit as a percentage of revenue.

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF FOSTER WHEELER

The following is a summary of Foster Wheeler's selected historical consolidated financial data for the periods ended and at the dates indicated below. You are encouraged to read this information together with the consolidated financial statements of Foster Wheeler and the accompanying notes and the section entitled "Operating and Financial Review of Foster Wheeler" included elsewhere in this prospectus.

The following tables present selected historical consolidated financial data of Foster Wheeler for the periods and as at the dates indicated. Foster Wheeler's consolidated financial data as at 30 September 2014 and for the nine months ended 30 September 2014 and 2013 and as at 30 June 2014 and for the six months ended 30 June 2014 and 2013 are derived from its unaudited consolidated financial statements for those periods, included elsewhere in this prospectus. Foster Wheeler's consolidated financial data as at and for the years ended 31 December 2013, 2012 and 2011 are derived from its audited consolidated financial statements for those years, included elsewhere in this prospectus. Foster Wheeler's selected historical consolidated financial data as at 31 December 2010 and 2009 and for the years ended 31 December 2010 and 2009 are derived from Foster Wheeler's audited consolidated financial statements for those years, which are not included in this prospectus.

Foster Wheeler's consolidated financial statements are presented in accordance with US generally accepted accounting principles, or US GAAP. For additional information, see Foster Wheeler's financial statements and the accompanying notes included in this prospectus. Unaudited reconciliations of Foster Wheeler's consolidated profit and consolidated total equity for the six months ended 30 June 2014 and 2013 and the years ended 31 December 2013, 2012 and 2011 have been included elsewhere in this prospectus and summarise the material adjustments which reconcile Foster Wheeler's consolidated financial statements to those which would have been reported had Foster Wheeler applied the

accounting policies applied by AMFW in the preparation of its audited consolidated financial statements for these periods.

	Nine months ended 30 September					Six months ended 30 June					Year ended 31 December

	2013		2014			2013		2014			2009		2010		2011		2012		2013
	($ thousands, except share data and per share amounts)
Statement of Operations Data
Operating revenues		2,455,377		2,445,187			1,653,551		1,585,466			5,034,033		4,047,242		4,458,108		3,391,394		3,306,450
Income from continuing operations before income taxes⁽¹⁾		174,169		159,103			107,989		117,587			442,293		280,397		233,913		225,356		153,008
Provision for income taxes		36,273		31,826			18,479		16,073			89,272		65,836		58,514		62,267		52,166
Income from continuing operations		137,896		127,277			89,510		101,514			353,021		214,561		175,399		163,089		100,842
Net income/(loss) attributable to non-controlling interests		3,823		(824	)		4,290		(1,147	)		11,202		15,302		14,345		13,874		3,940

Income from continuing operations attributable to Foster Wheeler		134,073		128,101			85,220		102,661			341,819		199,259		161,054		149,215		96,902



Earnings per share from continuing operations
Basic		1.33		1.28			0.83		1.03			2.70		1.58		1.34		1.39		0.97
Diluted		1.32		1.27			0.83		1.02			2.69		1.57		1.34		1.39		0.96
Shares outstanding
Basic weighted-average number of shares outstanding		100,830,719		99,691,325			102,182,011		99,492,867			126,541,962		126,032,130		120,085,704		107,054,284		100,301,834
Effect of dilutive securities		495,874		1,255,861			384,636		1,511,219			632,649		544,725		418,779		259,255		1,084,839

Diluted weighted-average number of shares outstanding		101,326,593		100,947,186			102,566,647		101,004,086			127,174,611		126,576,855		120,504,483		107,313,539		101,386,673

Note:

(1): Income from continuing operations before income taxes includes the following:

	Nine months ended 30 September						Six months ended 30 June						Year ended 31 December

	2013			2014			2013			2014			2009		2010			2011		2012		2013
	($ thousands)
Net asbestos-related (gain)/provision		(9,750	)		5,173			(11,750	)		3,217			26,400		5,400			9,900		30,500		30,200
Curtailment gain on closure of the UK pension plan		—			—			—			—			—		(20,100	)		—		—		—
Charges for severance-related post-employment benefits		8,400			3,500			4,400			2,100			12,400		10,800			2,700		6,200		22,300
Charge for equity investment impairment in the Global E&C Group		—			—			—			—			—		—			—		—		22,400
Licence settlement in the Global Power Group		—			(32,500	)		—			(32,500	)		—		—			—
Litigation settlement in the E&C Group		—			(3,000	)		—			(3,000	)		—		—			—		—		—
Reversal of previously accrued penalties on unrecognised tax benefits in the C&F Group		—			(8,100	)		—			(8,100	)		—		—			—		—		—

	As at 30 September		As at 30 June		As at 31 December

	2014		2014		2009		2010		2011		2012		2013
	($ thousands)
Balance Sheet Data
Current assets		1,469,136		1,576,780		1,941,555		1,994,500		1,523,187		1,613,542		1,583,741
Current liabilities		1,034,238		1,137,916		1,282,004		1,210,674		1,090,984		1,176,187		1,207,958
Working capital		434,898		438,864		659,551		783,826		432,203		437,355		375,783
Land, buildings and equipment, net		253,537		270,913		325,749		294,477		277,421		285,402		279,981
Total assets		2,520,915		2,659,567		3,187,738		3,060,477		2,613,880		2,733,924		2,740,272
Long-term debt (including current instalments)		112,346		118,873		190,574		164,570		149,111		137,706		126,232
Total temporary equity		18,072		14,675		2,570		4,935		4,993		8,594		15,664
Total Foster Wheeler shareholders' equity		835,567		842,987		831,517		967,693		687,747		713,990		750,099
Other Data
Backlog, measured in terms of future revenues, end of period		4,119,600		4,547,700		4,112,800		3,979,500		3,626,100		3,648,000		4,004,600
New orders for the period, measured in terms of future revenues		2,860,900		2,241,200		3,481,700		4,105,800		4,285,800		3,449,500		3,855,500

SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

On 13 November 2014, AMFW completed the Offer for Foster Wheeler shares. 95,395,711 Foster Wheeler shares were tendered in the Offer in exchange for 85,052,989 AMFW shares and cash of £901 million. The condensed combined net pro forma balance sheet effect of the transaction as of 30 June 2014 is consistent with the unaudited pro forma condensed combined balance sheet other than:

•: bank loans and overdrafts would be £44 million lower at £1,071 million, reflecting a reduction in the bank loan pro forma adjustment from £935 million to £891 million;
•: goodwill would be £72 million lower at £2,059 million, reflecting a reduction in the pro forma goodwill adjustment from £1,386 million to £1,314 million;
•: share capital and share premium would be £2 million and £45 million lower at £43 million and £915 million, respectively, reflecting decreases in the net pro forma adjustment of £(110) million to £(112) million and £843 million to £798 million respectively; and
•: non-controlling interest would be £28 million higher at £43 million, reflecting a reduction in the pro forma adjustment from £nil to £28 million.

In addition, the effect on income from continuing operations for the six months ended 30 June 2014 is a £1 million lower pro forma adjustment to finance expense, reflecting a reduction in the pro forma adjustment from £25 million to £24 million, the recording of income attributable to non-controlling interests of £1 million; and a decrease to the basic and adjusted earnings per share, or EPS, of 0.01 pence and 0.01 pence, respectively.

In addition, the effect on income from continuing operations for the annual period ended 31 December 2013 is a £1 million lower pro forma adjustment to finance expense, reflecting a reduction in the pro forma adjustment from £42 million to £41 million, the recording of income attributable to non-controlling interests of £5 million; and a decrease to the basic and adjusted EPS of 0.01 pence and 0.01 pence, respectively.

Prior to the Offer, the following unaudited pro forma condensed combined financial information was prepared. The following unaudited pro forma condensed combined financial information was intended to illustrate the effect of the Offer, assuming all Foster Wheeler shares are exchanged in the Offer. The transaction has been accounted for by AMFW as an acquisition under IFRS 3 "Business Combinations".

The tables below set forth unaudited pro forma financial data for AMFW that has been adjusted to reflect the effect of the Offer on the balance sheet of AMFW as at 30 June 2014 as if the Offer had occurred on that date and to reflect the effect of the Offer on the income statement of AMFW for the year ended 31 December 2013, and the six months ended 30 June 2014, as if the Offer had occurred on 1 January 2013 and assuming all Foster Wheeler shares have been exchanged in the Offer. The information presented below should be read in conjunction with the information contained in the sections entitled "Risk Factors", "Cautionary Statement Regarding Forward-Looking Statements", "Selected Historical Consolidated Financial Data of AMFW", "Selected Historical Consolidated Financial Data of Foster Wheeler", "Operating and Financial Review of AMFW", "Operating and Financial Review of Foster Wheeler", "Unaudited Pro Forma Condensed Combined Financial Information", including the related notes, and the consolidated financial statements of AMFW and Foster Wheeler and the accompanying notes included elsewhere in this prospectus.

The Foster Wheeler financial information has been converted to IFRS and restated using AMFW's accounting policies. The income statement data has been translated into pounds sterling using an average exchange rate of $1.5699 per pound sterling for the year ended 31 December 2013 and $1.6787 per pound sterling for the six months ended 30 June 2014, and the balance sheet data has been translated using an exchange rate of $1.7099 per pound sterling as at 30 June 2014.

The unaudited pro forma condensed combined financial information is presented for information purposes only and reflects estimates made by AMFW's management that it considers reasonable. It does not purport to represent what AMFW's actual results of operations or financial condition would have been had the Acquisition occurred on the dates indicated, nor is it necessarily indicative of future results of operations or financial condition. In addition to the matters noted above, the unaudited pro forma condensed combined financial information does not reflect the effect of anticipated cost and revenue synergies associated with combining AMFW and Foster Wheeler.

The pro forma adjustments, when provided, were preliminary and were based upon available information and certain assumptions described in the notes to the unaudited pro forma condensed combined financial information that AMFW's management believes were reasonable under the circumstances. See "Unaudited Pro Forma Condensed Combined Financial Information" for the notes to the unaudited pro forma condensed combined financial information. The detailed valuation studies were not finalised at the time the unaudited pro forma financial information was prepared and, accordingly, the fair value adjustments reflected AMFW's management's best estimate and are subject to change once the detailed analyses are completed and as additional information becomes available. These adjustments may be material. AMFW's access to information to make such estimates was limited until the completion of the Acquisition and therefore certain market-based assumptions were used when data was not available. However, AMFW's management believes the fair values recognised are based on reasonable estimates and assumptions based on currently available information. A final determination of the fair value of assets and liabilities acquired will be based on the actual assets and liabilities of Foster Wheeler that exist as of the closing date of the Acquisition. In addition, the evaluation of the consideration to be paid by AMFW upon the completion of the Acquisition will be partly determined based on the closing price of AMFW shares on the closing date of the Acquisition.

See "Unaudited Pro Forma Condensed Combined Financial Information" on pages 342 to 367 for an explanation of the basis of preparation of this data.

Unaudited Pro Forma Condensed Combined Income Statement for the Six Months Ended 30 June 2014

							Pro forma adjustment

	AMFW IFRS			Foster Wheeler US GAAP			Accounting policy and IFRS adjustments			Refinancing adjustments			Acquisition adjustments			Enlarged Group pro forma total
	(£ millions, unless otherwise stated)
Continuing operations
Revenue		1,858			944			5			—			—			2,807
Cost of sales		(1,614	)		(795	)		(12	)		—			—			(2,421	)

Gross profit		244			149			(7	)		—			—			386
Administrative expenses		(153	)		(86	)		(4	)		—			(39	)		(282	)
Loss on business disposals and closures		(15	)		—			—			—			—			(15	)

Profit/(loss) before net financing expense		76			63			(11	)		—			(39	)		89
Financial income		5			2			—			—			—			7
Financial expense		(4	)		(1	)		(14	)		(12	)		1			(30	)
Net financing expense		1			1			(14	)		(12	)		1			(23	)
Share of post-tax results of joint ventures		6			6			—			—			—			12
Profit/(loss) before income tax		83			70			(25	)		(12	)		(38	)		78
Income tax		(24	)		(10	)		—			4			9			(21	)

Profit/(loss) for the period from continuing operations		59			60			(25	)		(8	)		(29	)		57
Earnings per share
Basic (pence)		20.2															14.8
Diluted (pence)		19.8															14.6
Weighted average number of shares
Basic		294															385

Unaudited Pro Forma Condensed Combined Income Statement for the Year Ended 31 December 2013

							Pro forma adjustment

	AMFW IFRS			Foster Wheeler US GAAP			Accounting policy and IFRS adjustments			Refinancing adjustments			Acquisition adjustments			Enlarged Group pro forma total
	(£ millions, unless otherwise stated)
Continuing operations
Revenue		3,974			2,106			8			—			(3	)		6,085
Cost of sales		(3,431	)		(1,750	)		—			—			—			(5,181	)

Gross profit		543			356			8			—			(3	)		904
Administrative expenses		(293	)		(264	)		74			—			(71	)		(554	)
Loss on business disposals and closures		(7	)		—			—			—			—			(7	)

Profit/(loss) before net financing expense		243			92			82			—			(74	)		343
Financial income		12			4			—			—			5			21
Financial expense		(14	)		(8	)		(23	)		(23	)		(1	)		(69	)
Net financing expense		(2	)		(4	)		(23	)		(23	)		4			(48	)
Share of post-tax results of joint ventures		14			10			—			—			14			38
Profit/(loss) before income tax		255			98			59			(23	)		(56	)		333
Income tax		(69	)		(33	)		6			4			21			(71	)

Profit/(loss) for the year from continuing operations		186			65			65			(19	)		(35	)		262
Earnings per share
Basic (pence)		63.8															68.8
Diluted (pence)		62.5															67.7
Weighted average number of shares
Basic		293															384

Unaudited Pro Forma Consolidated Balance Sheet as at 30 June 2014

	AMFW IFRS

	(£ millions)
Assets
Non-current assets
Property, plant, and equipment		39	159	(17	)	—	(10	)	171
Goodwill		745	101	—		—	1,285		2,131
Intangible assets		158	63	—		—	856		1,077
Interests in joint ventures		49	97	—		—	(21	)	125
Derivative financial instruments		1	—	—		—	—		1
Retirement benefit assets		102	—	—		—	—		102
Other receivables		24	164	(11	)	—	—		177
Deferred tax assets		38	45	(3	)	—	20		100

Total non-current assets		1,156	629	(31	)	—	2,130		3,884

	AMFW IFRS

	(£ millions)
Current assets
Inventories		5		8		—		—		—		13
Trade and other receivables		994		579		—		(5	)	(54	)	1,514
Derivative financial instruments		4		—		—		—		—		4
Current tax receivable		13		16		—		—		—		29
Bank deposits (more than three months)		22		—		—		—		—		22
Cash and cash equivalents (excluding bank overdrafts)		176		303		22		(5	)	(55	)	441
Restricted cash		—		22		(22	)	—		—		—

Total current assets		1,214		928		—		(10	)	(109	)	2,023

Total assets		2,370		1,557		(31	)	(10	)	2,021		5,907
Liabilities
Current liabilities
Bank loans and overdrafts		(170	)	(10	)	—		(935	)	—		(1,115	)
Trade and other payables		(846	)	(638	)	1		—		(18	)	(1,501	)
Derivative financial instruments		(6	)	—		—		—		—		(6	)
Current tax payable		(74	)	(27	)	3		—		—		(98	)

Total current liabilities		(1,096	)	(675	)	4		(935	)	(18	)	(2,720	)
Non-current liabilities
Trade and other payables		(11	)	—		—		—		—		(11	)
Retirement benefit liabilities		(63	)	(62	)	(17	)	—		—		(142	)
Deferred tax liabilities		(13	)	(25	)	7		—		(141	)	(172	)
Provisions		(155	)	(227	)	34		—		(391	)	(739	)
Long-term debt		—		(60	)	—		—		(18	)	(78	)
Total non-current liabilities		(242	)	(374	)	24		—		(550	)	(1,142	)

Total liabilities		(1,338	)	(1,049	)	28		(935	)	(568	)	(3,862	)
Net assets		1,032		508		(3	)	(945	)	1,453		2,045
Equity
Share capital		152		155		—		—		(110	)	197
Share premium account		101		118		—		—		843		1,062
Hedging and translation reserves		14		—		—		—		—		14
Capital redemption reserves		34		—		—		—		—		34
Retained earnings		729		220		(3	)	(945	)	720		721
Total equity attributable to equity holders of the parent		1,030		493		(3	)	(945	)	1,453		2,028
Non-controlling interests		2		15		—		—		—		17

Total equity		1,032		508		(3	)	(945	)	1,453		2,045

COMPARATIVE HISTORICAL AND PRO FORMA SHARE INFORMATION

The following table includes per share information for AMFW and Foster Wheeler on a historical basis, on an unaudited pro forma condensed combined basis for the combined company and equivalent information per Foster Wheeler share, assuming 50 per cent. of Foster Wheeler shares are exchanged for AMFW shares at an exchange ratio of 1.7996 AMFW shares for each Foster Wheeler share.

The information set out below should be read in conjunction with the unaudited consolidated financial statements and related notes of AMFW for the six months ended 30 June 2014, the audited consolidated financial statements and related notes of AMFW for the year ended 31 December 2013, the unaudited consolidated financial statements and related notes of Foster Wheeler for the six months ended 30 June 2014 and the audited consolidated financial statements and related notes of Foster Wheeler for the year ended 31 December 2013 included in this prospectus.

The unaudited pro forma amounts in the table below are presented for informational purposes only. You should not rely on the unaudited pro forma condensed combined amounts as being necessarily indicative of the results of operations that would have been reported by the combined company had the transaction been in effect during 2013 or that may be reported in the future. The unaudited pro forma information, although helpful in illustrating the financial characteristics of the combined company under one set of assumptions, does not reflect the benefits of expected cost savings, opportunities to earn additional revenue or other factors that may result as a consequence of the transaction, or the impact of the remaining transaction-related costs for AMFW and Foster Wheeler. These costs for the six months ended 30 June 2014 have been accounted for in the unaudited pro forma condensed combined balance sheet as at 30 June 2014, but not in the unaudited pro forma condensed combined income statement for the six months ended 30 June 2014. Accordingly, the unaudited pro forma information does not attempt to predict or suggest future results. See "Unaudited Pro Forma Condensed Combined Financial Information" beginning on page 342 for a more complete discussion.

Information presented in the tables below reflects the following:

•: The historical per ordinary and registered share information of AMFW and Foster Wheeler, respectively, has been extracted from the consolidated financial statements of AMFW and Foster Wheeler included in this prospectus.
•: The historical book value per share is computed by dividing, in the case of AMFW, total equity by the number of AMFW shares in issue, and, in the case of Foster Wheeler shares, the total Foster Wheeler shareholders' equity by the number of Foster Wheeler shares in issue, both as at 30 June 2014 and 31 December 2013, as applicable.
•: Unaudited pro forma condensed combined basic earnings per share is based on the combined results of AMFW and Foster Wheeler prepared in accordance with IFRS and US GAAP, respectively. Foster Wheeler's US GAAP results have been converted to IFRS, restated using AMFW's accounting policies and translated into pounds sterling for purposes of presentation in the unaudited pro forma condensed combined financial information. Earnings per share are stated in pounds sterling.
•: Unaudited pro forma condensed combined amounts are presented as if the transaction had been effective as at 1 January 2013 for the income statement and as at 30 June 2014 for the balance sheet presented based on the acquisition method as defined by IFRS 3 Business Combinations.
•: Unaudited pro forma Foster Wheeler share equivalent data for the six months ended 30 June 2014 is calculated assuming 50 per cent. of Foster Wheeler shares are exchanged for AMFW shares at an exchange rate of 1.7996 AMFW shares for each Foster Wheeler share and translating the amount into US dollars at a rate of $1.7099 per pound sterling as at 30 June 2014. The unaudited pro forma Foster Wheeler share equivalent data for the year ended

31 December 2013 is calculated assuming 50 per cent. of Foster Wheeler shares are exchanged for AMFW shares at an exchange rate of 1.7996 AMFW shares for each Foster Wheeler share and translating the amount into US dollars at a rate of $1.6563 per pound sterling as at 31 December 2013.

	For the six months ended 30 June 2014			For the year ended 31 December 2013

AMFW—Historical
Historical per ordinary share:
Basic earnings from continuing operations (pence)		20.2			63.8
Dividend⁽¹⁾ (pence)		14.8			42.0
Book value	£	3.51		£	3.78
Foster Wheeler—Historical
Historical per registered share:
Basic earnings from continuing operations	$	1.03		$	0.97
Dividend⁽¹⁾	$	0.40			—
Book value	$	8.42		$	7.57
Unaudited *Pro Forma* Condensed Combined—Historical
Unaudited pro forma condensed combined per AMFW ordinary share:
Basic earnings from continuing operations (pence)		19.0			64.6
Dividend (pence)		38.8	⁽²⁾		42.0	⁽³⁾
Book value⁽⁴⁾	£	5.17		£	5.35
Unaudited *Pro Forma* Foster Wheeler Registered Share Equivalents—Historical
Unaudited pro forma per Foster Wheeler registered share:
Basic earnings from continuing operations	$	0.58		$	1.92
Dividend	$	1.19	⁽²⁾	$	1.25	⁽³⁾
Book value	$	15.91		$	15.95

Notes:

(1): AMFW's dividend per ordinary share for the six months ended 30 June 2014 represents an interim dividend of 14.8p per share and for the year ended 31 December 2013 represents a final ordinary dividend of 28.5p per share and an interim dividend of 13.5p per share. Foster Wheeler did not issue a cash dividend for the year ended 31 December 2013 but on 21 May 2014 it distributed a cash dividend of $0.40 per Foster Wheeler share to holders of Foster Wheeler shares outstanding on the date of the Foster Wheeler annual general meeting, or AGM, on 7 May 2014.
(2): Unaudited Pro Forma Condensed Combined dividend per ordinary share reflects AMFW's historical dividend for the six months ended 30 June 2014 and Foster Wheeler's one-time cash dividend distributed to shareholders on 21 May 2014, converted to sterling at a rate of $1.6787 per pound sterling.
(3): Unaudited Pro Forma Condensed Combined dividend per ordinary share reflects AMFW's historical dividend per ordinary share for the year ended 31 December 2013.

COMPARATIVE MARKET INFORMATION

AMFW shares are listed on the LSE and AMFW ADSs are listed on the NYSE under the symbol "AMFW". Until 4 December 2014, Foster Wheeler shares were listed on NASDAQ under the symbol "FWLT". The following table presents the closing market prices per security for AMFW shares and Foster Wheeler shares in pounds sterling or US dollars, as the case may be:

•: as reported on the LSE for AMFW shares;
•: as reported on the NYSE for AMFW ADSs; and
•: as reported on NASDAQ for Foster Wheeler shares.

	AMFW Shares		AMFW ADSs

	(£)		($)
Market price
26 November 2013		11.70		—	28.73
10 January 2014		10.79		—	31.46
12 February 2014		10.92		—	31.08
12 November 2014		10.81		—	31.14
3 December 2014		9.22		14.32	27.52
15 December 2014		7.90		12.25	—

In each case, the prices are given:

•: as at 26 November 2013, which was the last full trading day on the LSE and NASDAQ prior to press reports of a possible offer for Foster Wheeler by AMFW;
•: as at 10 January 2014, which was the last full trading day on the LSE and NASDAQ prior to the announcement made on 13 January 2014 of non-binding terms for a proposed acquisition of Foster Wheeler;
•: as at 12 February 2014, which was the latest practicable trading day prior to the announcement made on 13 February 2014 of a recommended offer for Foster Wheeler and entering into the Implementation Agreement;
•: as at 12 November 2014, which was the expiration date of the Offer;
•: as at 3 December 2014, which was the latest practicable day prior to the execution of the Merger Agreement; and
•: as at 15 December 2014, which was the latest practicable day prior to the date of this prospectus.

See "Market Price and Dividend Data" for further information about historical market prices of these securities.

The following table also presents the implied equivalent value per security for Foster Wheeler shares in US dollars. The implied equivalent value of a Foster Wheeler share was calculated by multiplying the closing market price per AMFW share by 0.8998, translating that amount into US

dollars, and then adding to that amount the cash portion of the exchange consideration of $16.00 for each Foster Wheeler share.

	Foster Wheeler Shares

	($)
Implied equivalent value
26 November 2013		33.04
10 January 2014		32.01
12 February 2014		32.30
12 November 2014		31.40
3 December 2014		29.03
15 December 2014		27.10

In calculating the implied equivalent value per Foster Wheeler share, amounts in pounds sterling have been translated into US dollars at a rate of $1.6182 per pound sterling, the 26 November 2013 exchange rate as published in The Financial Times on 27 November 2013, $1.6485 per pound sterling, the 10 January 2014 exchange rate as published in The Financial Times on 13 January 2014, $1.6585 per pound sterling, the 12 February 2014 exchange rate as published in The Financial Times on 13 February 2014, $1.5830 per pound sterling, the 12 November 2014 exchange rate as published in The Financial Times on 13 November 2014, $1.5712 per pound sterling, the 3 December 2014 exchange rate as published in The Financial Times on 4 December and $1.5616 per pound sterling, the 15 December 2014 exchange rate as published in The Financial Times on 16 December 2014. See "Exchange Rate Information" for more information.

The market prices of AMFW shares and AMFW ADSs are likely to fluctuate prior to the Foster Wheeler EGM and cannot be predicted. AMFW urges you to obtain current market information regarding the AMFW shares and the AMFW ADSs.

EXCHANGE RATE INFORMATION

For your convenience, this prospectus contains translations of pounds sterling amounts into US dollars. These translations have been made at the spot rate for the specified day as reported in The Financial Times. These translations have been provided solely for your convenience and are not representations that the pounds sterling amounts actually represent these US dollar amounts or could be converted to US dollars at the rates indicated.

The exchange rate for pounds sterling on 15 December 2014, the latest practicable date prior to the date of this prospectus, was $1.5616 per pound sterling as reported in The Financial Times.

The following tables set forth, for the periods indicated, information concerning the exchange rate, expressed in dollars per pound sterling as reported in The Financial Times:

		Average Rate for the Period⁽¹⁾

Annual data (Year ended 31 December)
2009			1.5689
2010			1.5424
2011			1.6049
2012			1.5923
2013			1.5679
2014 (through 15 December)			1.6478

Note:

(1): The average of the exchange rate on the last business day of each month during the period.



Monthly data
June 2014	1.7103	1.6735
July 2014	1.7170	1.6883
August 2014	1.6871	1.6571
September 2014	1.6615	1.6107
October 2014	1.6202	1.5919
November 2014	1.6008	1.5645
December 2014 (through 15 December)	1.5722	1.5593

In addition to general investment risks and other information included in this prospectus, including the matters described in "Cautionary Statement Regarding Forward-Looking Statements", you should carefully consider the risks associated with the businesses of AMFW and Foster Wheeler, the Acquisition and the Squeeze-Out Merger because these risks may also affect AMFW going forward. You should also carefully consider the other information included in this prospectus. The business of AMFW and Foster Wheeler, as well as their financial condition or results of operations, could be materially adversely affected by any of these risks, as well as other risks and uncertainties not currently known to AMFW or not currently deemed to be material.

Global economic conditions or other macroeconomic developments in the geographic regions and markets in which AMFW and Foster Wheeler operate may adversely affect AMFW's business, financial condition and results of operations.

During the year ended 31 December 2013, AMFW derived approximately 83 per cent. of its revenue from its operations in the United Kingdom, United States and Canada. In the same period, Foster Wheeler derived approximately 52 per cent. of its revenue from Europe and North America. Therefore, AMFW and Foster Wheeler are particularly affected by political and economic conditions in these geographic regions, such as energy prices, potential economic deterioration and the availability and cost of credit, and by political and economic conditions in other regions that affect the United Kingdom, the rest of Europe, the United States and Canada. For example, AMFW's nuclear operations in different countries may be influenced by changing governmental policies towards nuclear energy. This can vary from support for new build projects in the United Kingdom, to a focus on maintenance projects in Canada, to a desire to decommission existing projects in Germany. Such changing policies can also have an impact on demand in AMFW's other markets, such as demand for oil and gas, particularly in North America. AMFW, in particular its mining operations, may also be impacted by any slowdown in the economic growth rate in China. To the extent that current economic conditions remain challenging or worsen, they could have a material adverse effect on AMFW's business, financial condition and results of operations.

AMFW expects to derive the majority of its revenues from Europe, the United States and Canada and will, therefore, continue to be exposed to the impact of global and local economic conditions affecting these regions. The recent increase in shale gas production in the United States and the expected further development of shale gas reserves may increase AMFW's involvement in shale gas in the United States and Canada if demand for AMFW's gas-related services continues to increase. Therefore, AMFW will have increased exposure to uncertain global and local economic conditions and may be adversely affected if conditions in these regions deteriorate. Further, as a result of its operations in Latin America (which AMFW defines as South America and Mexico) and the Growth Regions, AMFW will also be subject to the risks inherent in operating in those regions. See "—AMFW is exposed to the risks associated with operating in emerging markets" below.

Unfavourable developments in global or regional economic growth rates may also impact the level of demand for AMFW's and Foster Wheeler's services in the markets in which they operate. Adverse or volatile economic conditions may impact liquidity and the availability of credit, as well as the demands of investors for greater returns in these markets, which may in turn influence customer spending on capital investment and/or asset maintenance. For example, in the oil & gas market, which includes upstream, midstream, refining, chemical and petrochemical sectors, and the Mining market, many companies are reducing their capital expenditure in response to market and investor pressures. This is apparent across AMFW's operations. In the Clean Energy and Environment & Infrastructure, or E&I, markets, spending by customers, in particular government entities, will depend on cost

developments for new technologies, support for government initiatives and the availability of funding for projects. AMFW and Foster Wheeler have experienced increased competition for some new contracts and some customers have requested different, less favourable contract terms due to these conditions.

Going forward, AMFW expects to derive the majority of its revenue from the Oil & Gas market. The addition of Foster Wheeler's mid and downstream capabilities to AMFW's existing upstream capabilities will result in increased exposure across the oil & gas value chain. If AMFW is unable to successfully anticipate changing economic and political conditions affecting the jurisdictions and markets in which it operates, it may be unable to effectively plan for or respond to those changes, which could have a material adverse effect on its business, financial condition and results of operations.

Commodity prices are volatile and are influenced by a number of external factors, including the supply of and demand for commodities, speculative activities by market participants, global political and economic conditions, the levels of production in major commodity producing countries and the costs of exploring for, developing, producing and delivering the commodities. Fluctuations in commodity prices may impact customer spending on capital investment and asset maintenance and, therefore, demand for AMFW's and Foster Wheeler's services in the Oil & Gas and Mining markets. During the year ended 31 December 2013, approximately 50 per cent. and 66 per cent. of AMFW's and Foster Wheeler's revenues, respectively, were derived from the Oil & Gas market. In addition, AMFW derived approximately 12 per cent. of its revenue from the Mining market. Going forward, the substantial majority of AMFW's revenues is expected to be derived from the Oil & Gas and Mining markets.

A sustained reduction in international oil prices may adversely impact investment in both oil and gas production by driving international oil companies to focus on ways in which they can be more capital efficient. Such companies may choose to do so by reducing overall levels of upstream capital expenditure or by contracting for a greater percentage of brownfield projects, as has occurred with international oil companies operating in the North Sea. Fluctuations in the price of metals and minerals, such as gold and copper, have also impacted customer spending. For example, the recent decrease in metals and minerals commodity prices, in part as a result of the slowdown in economic growth in China, has resulted in more limited project opportunities. Fluctuations in the price of metals and minerals may also impact mining companies' decisions regarding which metals and minerals to extract. Going forward, such declines in the levels of customer spending as a result of a reduction in commodity prices could negatively impact AMFW's operations. Any delay, deferral or size reduction in its customers' projects may restrict AMFW's opportunities for organic growth and the achievement of its targets. A sustained and significant adverse change in commodity prices could have a material adverse effect on AMFW's business, financial condition and results of operations.

AMFW is exposed to the risks associated with operating in emerging markets.

AMFW and Foster Wheeler both conduct a portion of their operations in emerging markets. For the year ended 31 December 2013, approximately 17 per cent. of AMFW's revenue was derived from outside the United Kingdom, Canada and the United States and 48 per cent. of Foster Wheeler's revenue was generated from regions other than Europe and North America. Going forward, AMFW's operations are expected to be more heavily focused in the Middle East, as well as in other emerging markets, such as Latin America and parts of Asia. This will expose AMFW's operations to risks that may not be encountered in countries with well-established economic and political systems, which include, to a greater or lesser extent, changes in international governmental regulations, trade restrictions and laws, tariffs and other barriers, the potential for nationalisation of enterprises or government policies favouring local production, renegotiation or nullification of existing agreements, fluctuations in interest rates and currency exchange rates, the introduction of exchange controls and

other restrictions by foreign governments, timeliness of client payments, differing protections for intellectual property and enforcement thereof and divergent environmental laws and regulations. These risks may impact AMFW's ability to operate successfully in a given emerging market or may influence its decision to expand its operations into other emerging markets.

In addition, political, economic and social instability may impact AMFW's operations by hindering its ability to send personnel abroad or to hire and retain local personnel. AMFW may be required to increase security for personnel travelling to certain regions or to reallocate projects to offices in other regions, which may result in higher costs and have a material adverse effect on AMFW's business, financial condition and results of operations.

AMFW may also expand its operations in these emerging markets or into other markets in which neither AMFW nor Foster Wheeler has experience operating. Consequently, AMFW may have increased exposure to the foregoing risks and, to the extent that it cannot adequately respond to these risks or adapt to changes in the operating environment in these markets, including changes in customer demand, there could be a material adverse effect on AMFW's business, financial condition and results of operations.

AMFW may fail to execute, integrate and manage targeted acquisitions as part of its strategy.

As part of its strategy for 2015 and beyond, AMFW has focused on its growth by: (i) enhancing its position in its four main markets; (ii) increasing its capabilities and the range of services being offered to customers; and (iii) expanding its geographic presence, particularly in the Growth Regions. The Acquisition has expanded AMFW's global footprint in regions of the world that AMFW believes will see higher growth and build AMFW's presence across the oil & gas value chain, adding mid and downstream capabilities to its existing upstream presence. There can be no assurance that the anticipated benefits of the Acquisition will be realised. See "—Risks related to the Acquisition" below. AMFW will continue to assess opportunities to further expand its global footprint and build its presence in certain markets, including through acquisitions.

Future acquisitions, in the Growth Regions or elsewhere in the world, would subject AMFW to various risks, including the risk of over-paying for assets or the inability to arrange financing for an acquisition, integration risks and/or undisclosed or unascertained liabilities. It may be difficult to identify suitable acquisitions and the decision to engage in an acquisition will involve certain assumptions and estimates which may prove to be incorrect. Also, any indemnification rights that AMFW obtains from the sellers of acquired businesses may be difficult to enforce should the indemnitors experience a deterioration in their financial condition and no longer have the ability to financially support the indemnity. In addition, the management of AMFW may fail to adequately plan for the integration of any acquired business, or may fail to properly implement integration plans, including those related to the Acquisition. There can be no assurances that any acquisitions AMFW makes will be successfully integrated, perform as expected or that the returns from such acquisitions will support the investment required to acquire or develop them.

AMFW may also choose to change its strategy from the strategy it had identified before it acquired Foster Wheeler. AMFW's ability to implement its chosen strategy will be affected by factors beyond its control, such as volatility in the global economy and in each of AMFW's and Foster Wheeler's markets, capital investment by customers and the availability of acquisition opportunities in a given market. Going forward, any failures, material delays or unexpected costs related to the implementation of AMFW's strategy, including related to the Acquisition, could have a material adverse effect on its business, financial condition and results of operations.

Failure to meet customer expectations on project delivery could result in damage to reputation and/or loss of repeat business and potentially lead to litigation.

Many of the contracts into which AMFW and Foster Wheeler enter with their customers are long term and AMFW expects that it will continue to enter into such contracts in the future. These contracts may contain liquidated damages clauses relating to on-time delivery and/or liquidated damages relating to performance and/or liability in respect of unliquidated damages. A number of factors, including failure to follow best practice guidelines, could mean that projects are not delivered to time, cost, quality or appropriate health, safety and environmental standards and therefore do not meet customer expectations or the expectations of the relevant third party. Any failure to deliver in accordance with customer expectations could subject AMFW to damages and/or reduce its margins on these contracts. For example, in 2013, AMFW recorded a loss on its contract with the Teesside Gas Processing Plant in the United Kingdom as a result of delays and cost overruns. Failure to meet customer expectations may also result in disputes or litigation, cancelled contracts, additional costs incurred in excess of current contract provisions, or back charges for alleged breaches of warranty and other contract commitments. The occurrence of any of these risks could have a material adverse effect on AMFW's business, financial condition and results of operations.

One of AMFW's key strengths is the long-term relationships it has developed with its customers. Likewise, Foster Wheeler has a strong brand and strong customer relationships and one of the key strategic advantages that AMFW believes will result from the Acquisition is the ability to leverage these relationships in order to provide existing AMFW and Foster Wheeler customers with an integrated service offering, in particular across the entire oil & gas value chain. Damage to reputation or loss of repeat business as a result of the failure of AMFW and Foster Wheeler to meet their customers' expectations on projects could negatively impact AMFW's ability to achieve the synergies anticipated from the Acquisition and could also negatively impact AMFW's ability to win new contracts in the future, which could have a material adverse effect on its business, financial condition and results of operations.

AMFW's future business performance will depend on the award of new contracts and the selection process and timing for performing these contracts will not entirely be within its control.

A substantial portion of AMFW's and Foster Wheeler's operating revenues are derived from new contract awards or projects. For the year ended 31 December 2013, AMFW's and Foster Wheeler's order intake was £4.5 billion ($7.3 billion) and £2.4 billion ($3.9 billion), respectively.

It is generally difficult to predict whether and when contracts will be awarded due to the lengthy and complex bidding and selection process. This process is affected by a number of factors, such as market conditions, the contractor's reputation and experience both in the market and with the customer, financing arrangements, governmental approvals and environmental authorisations. Both AMFW and Foster Wheeler have experienced competition in relation to tenders for new contracts on price and/or based on the greater perceived financial strength, resources, experience or technology advantages of their competitors. AMFW competes with international, national and local engineering, project management and consultancy firms. Similarly, Foster Wheeler often competes with other general and speciality firms, including large multinational contractors and small local contractors in the global markets in which it operates. In the future, AMFW may have to agree to lower prices or less favourable contract terms for contracts under bid or risk losing a bid, or it may decide not to pursue a contract if the expected profit margins are below minimum acceptable margins based on an assessment of the project.

The ability to compete for and receive new contract awards may be further impacted in the future if AMFW is unable to form joint ventures or similar arrangements with other contractors in order to jointly compete for a single contract. This can be important to the success of a particular contract bid

process or proposal, particularly in regions where the bidding success can be substantially impacted by the presence and/or qualifications of local partners. The failure to maintain such relationships may impact the ability of AMFW to receive certain new contract awards. See "—The success of AMFW's joint ventures depends substantially on the satisfactory performance by its joint venture partners of their contractual and other obligations" below.

The bidding costs associated with tendering for new contracts can be significant and may not necessarily result in the award of a new contract. These costs are not usually recoverable, even if the tender is won. Furthermore, if new contract awards are not received, if awards are delayed or there are modifications regarding the scope of the contract, AMFW may incur additional costs reallocating staff in a timely manner or may be required to terminate excess staff. In addition, preparation of bids can divert significant management and operating resources away from other activities key to the running of the business.

Any of the above factors could impact AMFW's ability to win new contracts and the failure to do so could have a material adverse effect on its business, financial condition and results of operations.

Long-term contracts may be subject to early termination, variation or non-renewal provisions.

AMFW and Foster Wheeler enter into long-term contracts with customers, which are performed over a period that may exceed two years. These contracts may be terminated earlier than expected, either within the relevant notice periods or upon default or non-performance by AMFW or Foster Wheeler, which may result in additional costs if adequate compensation is not received. It may be difficult to replace any lost contract with a new equally attractive contract, a new but less attractive contract, or at all. AMFW's and Foster Wheeler's contracts may be subject to variation by renegotiation or by requiring a different level of service to be provided. In some cases, customers may disagree with the statement showing the costs which have been incurred on a project. Such costs may be disallowed and so may not be recoverable. Going forward, to the extent that AMFW experiences any of the foregoing risks, it may experience reduced profitability or losses. As a result, this could have a material adverse effect on AMFW's business, financial condition and results of operations.

AMFW's order book at any specified date consists of AMFW's share of the total remaining value of secured projects to be executed up to any break point. Contracts are only included in AMFW's order book when they are signed. As at 30 June 2014, AMFW's order book was £4.2 billion, which excludes equity accounted joint ventures, such as Nuclear Management Partners Limited, or NMP, working at the United Kingdom's Sellafield site. Foster Wheeler's order backlog consists of unfilled orders based on signed contracts, as well as legally binding letters of intent which Foster Wheeler has determined are likely to proceed. As at 30 June 2014, Foster Wheeler's order backlog was $4.5 billion.

The value of Foster Wheeler's pre-Acquisition order backlog may change once AMFW's policies for recording new contracts in its order book are applied during the integration process. This change may result in a decrease in the value of the combined order book of AMFW and could have a material adverse effect on AMFW's business, financial condition and results of operations. As a result, the 30 June 2014 value of AMFW's order book and Foster Wheeler's order backlog may not be a reliable indicator of AMFW's post-Acquisition order book.

Further, changes in project scope or schedule create uncertainty as to the portion of orders that can be performed or the amount of revenue that will be recognised in any given year. Customers may also not be able to secure the necessary financing and approvals for their projects, which could result in a delay or cancellation of the proposed project. Even where a project proceeds as scheduled, it is possible that contracted parties may default and fail to pay amounts owed. Furthermore, fluctuations in currency exchange rates may affect the value of the order book. As a result of these uncertainties, the

order book may not be a reliable indicator of future operating revenues or earnings. See "—Fluctuations in exchange rates could negatively impact AMFW" below. Going forward, AMFW will continue to be faced with these risks, therefore, the value of AMFW's post-Acquisition order book may not necessarily indicate future earnings related to the performance of that work.

Material delays, cancellations or payment defaults could have a material adverse effect on AMFW's business, financial condition and results of operations.

Lump sum contracts are subject to the risks associated with unanticipated modifications, technical problems and delays.

AMFW typically enters into reimbursable contracts, which may include target price contracts, in which it contracts either on the basis of actual costs plus a fee or multiplier or, especially in the Oil & Gas market, on the basis of a schedule of daily or hourly rates. In limited circumstances, where the customer and project are well known to AMFW, such as with work for the US federal government or in the Clean Energy business in the Americas or on occasion in other AMFW businesses, AMFW will enter into lump sum contracts in which it contracts based upon specifications and other design information provided by the customer.

For the six months ended 30 June 2014, reimbursable contracts (including target price contracts) and lump sum contracts accounted for approximately 80 per cent. and 20 per cent. of AMFW's total revenue, respectively, and 81 per cent. and 19 per cent. of AMFW's backlog, respectively. Comparatively, Foster Wheeler enters into a higher percentage of lump sum contracts, which includes lump sum turnkey contracts and other fixed-price contracts, mostly within its Global Power Group. For the six months ended 30 June 2014, reimbursable contracts and lump sum contracts accounted for approximately 66 per cent. and 34 per cent. of Foster Wheeler's total revenues, respectively, and approximately 72 per cent. and 28 per cent. of Foster Wheeler's backlog, respectively. Therefore, as a result of the Acquisition, AMFW has a greater exposure than it had previously to lump sum contracts and the risks associated with these contracts.

Lump sum contracts are inherently more risky than reimbursable contracts because the selling price of the project is agreed based on estimates at the time the contractor enters into the contract and the contractor assumes a greater proportion of the risks associated with completing the project. In particular, in the engineering, procurement and construction, or EPC, contracts in which AMFW and Foster Wheeler engage, the contractor often assumes the risk of variations from original contract projections due to engineering design changes or project modifications that the contractor has to make after submitting its tender. Going forward, AMFW anticipates it typically will seek to review the engineering design prior to tendering a bid and entering into a contract. There can be no assurance that AMFW will have the opportunity to validate the design before being awarded the contract. In addition, once a contract is entered into, it is not uncommon, particularly in EPC contracts, for there to be amendments. There may also be unanticipated technical problems with the equipment being supplied or developed by the contractor, changes in the costs of components, materials or labour, difficulties in obtaining required governmental permits or approvals, changes in labour conditions and other unexpected delays or costs. If any of AMFW's contracts are subject to these amendments and if AMFW was unable to obtain a variation of the existing contract, or is not sufficiently reimbursed for the costs incurred as a result of these changes or modifications, there could be a material adverse effect on its business, financial condition and results of operations.

Failure to successfully defend against claims made by project owners, suppliers or subcontractors, or failure to recover adequately on claims made against project owners, suppliers or subcontractors, could materially adversely affect AMFW's business, financial condition and results of operations.

AMFW's and Foster Wheeler's projects involve complex designs and engineering, the procurement of equipment and supplies and construction/construction management. AMFW may encounter difficulties related to designs or engineering, equipment and supply delivery, schedule changes and other factors, some of which are beyond its control that may affect its ability to complete the project in accordance with the original delivery schedule or to meet the contractual performance obligations.

AMFW and Foster Wheeler generally rely on equipment manufacturers, subcontractors and suppliers to assist with the completion of their contracts, and AMFW will continue to rely on such parties to complete its contracts in the future. As such, claims involving project owners, suppliers and subcontractors and other counterparties may be brought against AMFW and by AMFW in connection with project contracts that had been previously entered into by both AMFW and Foster Wheeler. Claims brought against AMFW may include back charges for alleged defective or incomplete work, breaches of warranty and/or late completion of the project work. The claims and back charges can involve actual damages, as well as contractually agreed-upon liquidated sums. AMFW may suffer losses on contracts if the amounts it is required to pay for subcontractor services exceed the original estimates. Claims brought by AMFW against project owners may include claims for additional costs incurred in excess of current contract provisions arising out of project delays and changes in the previously agreed scope of work. Claims between AMFW and its suppliers, subcontractors and vendors may include claims for non-performance, delayed performance or sub-standard performance like those described above. These project claims, if not resolved through negotiation, are often subject to lengthy and expensive litigation or arbitration proceedings, and it is often difficult to accurately predict when these claims will be fully resolved and what the ultimate cost will be. Costs and charges associated with claims could have a material adverse effect on AMFW's business, financial condition and results of operations.

AMFW may be exposed to risks related to its projects' technical design and associated warranty obligations.

AMFW and Foster Wheeler assume the technical risk and associated warranty obligations for selected contracts and projects meaning that AMFW and Foster Wheeler must tailor products and systems to satisfy the technical requirements of a project even though, at the time the project is awarded, they may not have previously produced such a product or system. Foster Wheeler, as part of its operations, provides process technology and may be required to assume risks associated with the performance of such technology. In comparison, AMFW typically seeks to transfer such risk to the subcontractor, supplier or joint venture partner responsible for providing such technology. However, it may not be able to do so and may therefore have certain design responsibilities and be required to bear the risk of failures in design or breach of technical requirements. As a result of the Acquisition, AMFW will therefore assume a greater degree of process risk as a greater proportion of its operations will involve process technology than it had previously typically assumed. Warranty obligations in both reimbursable and lump sum contracts can range from re-performance of engineering services to modification or replacement of equipment. Going forward, AMFW will continue to assume these obligations as part of the contracts it enters into. Breach of technical requirements and associated warranty obligations could have a material adverse effect on AMFW's business, financial condition and results of operations.

The loss of senior management or difficulty attracting and retaining appropriately skilled personnel could materially adversely affect AMFW's business, financial condition and results of operations.

The success of both AMFW and Foster Wheeler is dependent on their ability to attract and retain key management, qualified engineering managers and lead engineers, project managers and other

highly skilled personnel for their new and ongoing businesses and projects. However, the markets in which AMFW and Foster Wheeler operate continue to experience a scarcity of resources for key positions and AMFW and Foster Wheeler face intense competition for key officers and qualified personnel from other companies and organisations. For example, in the United Kingdom, there is a significant skills shortage, particularly of science, technology and engineering experts.

Going forward, the success of AMFW will continue to depend on its ability to attract, retain and resource senior management and a sufficient number of skilled personnel and there can be no assurance that such individuals will remain with or join AMFW. In addition, it may be difficult to move personnel between projects and regions and there can be no assurance that AMFW will be able to allocate personnel between projects and regions successfully, which could impact its ability to meet obligations under its contracts. In addition, in certain jurisdictions, AMFW may be required to meet employment or ownership targets for local and/or historically disadvantaged populations.

In addition, the expertise of current Foster Wheeler management and personnel will be important to the success of AMFW, as AMFW will engage in operations with which it does not historically have experience. The loss of such individuals, or the inability to replace them with equally skilled individuals, could have a material adverse effect on AMFW's business, financial condition and results of operations.

The members of AMFW's and Foster Wheeler's senior management teams have contributed to each company's ability to obtain, generate, manage and develop customer and revenue opportunities. Any senior management departures or prolonged absences, or key personnel shortages could adversely affect AMFW's ability to implement its strategy and manage its operations efficiently, which could have a material adverse effect on its business, financial condition and results of operations.

Failure to comply with health, safety and environmental laws could have a material adverse effect on the business, financial condition and results of operations of AMFW.

AMFW is and will continue to be subject to numerous laws, regulations and policies concerning the protection of health, safety and the environment, such as those concerning the use and production of waste and by-products considered to be hazardous under the environmental laws and regulations of the jurisdictions in which it operates, including nuclear and other low-level radioactive materials, the remediation of environmental contamination, waste water and waste disposal or that otherwise relate to environmental protection. For example, AMFW's operations are subject to environmental regulations at both the US and Canadian federal and state/provincial levels as well as at the national level in the United Kingdom. The successful operation of AMFW's business depends on compliance with such laws, regulations and policies and non-compliance could potentially lead to reputational damage, fines, litigation and claims for compensation, which can be substantial. For example, AMFW is currently involved in an investigation by the Government of British Columbia into the release of water and mine tailings at the Mount Polley mine. See "Information about AMFW—Legal Proceedings and Investigations—Mount Polley". In the event it fails to comply with applicable laws, regulations and policies, AMFW may also have its licences and permits withdrawn or suspended or may be forced to undertake extensive remedial clean-up action or to pay for government-ordered remedial clean-up actions, even in cases where such hazards have been caused by third parties.

Foster Wheeler may be subject to liabilities for environmental contamination as an owner or operator (or former owner or operator) of a facility, or as a generator of hazardous substances, without regard to negligence or fault. For example, Foster Wheeler is currently engaged in clean-up and other remediation work at its former manufacturing facility in Mountain Top, Pennsylvania. See "Information about Foster Wheeler—Environmental Matters—Mountain Top".

AMFW's Clean Energy business segment is involved in providing services to operators and utilities in the full life cycle of nuclear energy, from new build and reactor support to nuclear decommissioning and the management of radioactive and hazardous materials. This involvement could expose AMFW to

the risks associated with the nuclear industry and the impact of nuclear regulation, particularly in the United Kingdom, United States and Canada. As part of any contract involving work or services at or in connection with nuclear facilities, AMFW typically requires an indemnity in respect of nuclear liability from its customers. Where an indemnity is not provided, international nuclear conventions, such as the Paris Convention and the Vienna Convention, protect AMFW against liability, provided that the AMFW contracting entity is registered in a country which is a signatory of the relevant convention. However, in the majority of AMFW's contracts, where a contractual indemnity in respect of nuclear liability has been obtained, an incident which results in a breach of nuclear regulation, including contamination may still result in reputational damage for AMFW. Further, in some cases, AMFW's customers are not prepared to provide an indemnity of this nature and, if no protection is provided by international convention, AMFW may be required to bear the cost of such liabilities in addition to any reputational damage.

As a result of the Acquisition, AMFW is exposed to liabilities arising out of both its and Foster Wheeler's current and past operations, including liabilities for environmental contamination. If AMFW is required to indemnify counterparties to these agreements, it could be exposed to additional unanticipated costs and liabilities that may be significant. Changes in the environmental laws and regulations, remediation obligations, enforcement actions, stricter interpretations of existing requirements, future discovery of contamination or claims for damages to persons, property, natural resources or the environment could result in unanticipated material costs and liabilities. There can be no assurance that AMFW will not incur significant additional costs in the future or be subject to further liabilities with relation to its operations. The occurrence of any of these factors could have a material adverse effect on AMFW's business, financial condition and results of operations.

A major safety incident can lead to reputational damage and increase potential liabilities.

AMFW and Foster Wheeler are involved in activities and environments that can be dangerous and that have the potential to cause serious injury to personnel or damage to property or the environment. AMFW's and Foster Wheeler's projects are increasingly complex and place employees and others near large equipment, dangerous processes, highly regulated materials or in remote and challenging environments. AMFW and Foster Wheeler are responsible for the safety and security of their employees travelling on company business and while working at project sites and of third-party personnel while working at project sites under the supervision of AMFW and Foster Wheeler, and, accordingly, must implement safety procedures.

The failure to comply with such procedures may subject AMFW to losses and liability under client contracts or statutory regulations. AMFW's health and safety performance in the markets in which AMFW and Foster Wheeler currently operate will be critical to the success of all areas of AMFW's business. Any failure in health and safety performance which results in a major or significant health and safety or environmental incident is likely to result in additional costs in terms of potential liabilities or remediation costs incurred as a result. Furthermore, such a failure could generate significant adverse publicity, result in employee turnover and have a negative impact on AMFW's reputation and its ability to win new business which, in turn, could have a material adverse effect on its business, financial condition and results of operations.

AMFW may be materially adversely impacted by regional, national and/or global requirements in respect of greenhouse gas emissions.

Political and environmental sensitivity regarding coal-fired steam generators, particularly in the United States and Western Europe, has continued to impact the markets historically served by Foster Wheeler's Global Power Group. It is also expected that increasingly stringent regulatory requirements in the area of air pollution control and greenhouse gases will be imposed in the future. International agreements, national laws, state laws and various regulatory schemes that limit or otherwise regulate

emissions measuring and control of air pollutants and greenhouse gases are under consideration by different governments and governmental entities. In the United Kingdom, AMFW is a mandatory participant in the Carbon Reduction Commitment Regulations, a UK carbon trading scheme. Compliance with future greenhouse gas regulations may prove costly or difficult. Foster Wheeler derives a significant amount of revenues and contract profits from engineering and construction services provided to clients who own and/or operate a wide range of process plants and from the supply of its manufactured equipment to clients who own and/or operate electric power generating plants. Additionally, Foster Wheeler owns or partially owns plants that generate electricity or steam from burning natural gas or various types of solid fuels that have become assets of AMFW as a result of the Acquisition. These plants emit greenhouse gases as part of the process to generate electricity, refined products or other products. The costs of controlling such emissions or obtaining required emissions allowances could be significant for AMFW. Such regulations could negatively impact client investments in capital projects in AMFW's markets, which could negatively impact the market for its manufactured products and certain of its services, and could also negatively affect the operations and profitability of its own electric power plants. Further, the increased cost of producing refined products which meet changing product specifications designed to reduce greenhouse gas and other emissions may also adversely impact customer investment in refineries, which could have a materially adverse effect on AMFW's business, financial condition and results of operations.

Each of the jurisdictions in which AMFW and Foster Wheeler currently operate requires compliance with a significant number of laws, regulations, administrative requirements and policies which relate to, among other matters, national, local and other laws, professional licensing, planning, developments, building, land use, health and safety, environment and employment. See "Information about AMFW—Regulatory". These regulations, requirements and policies often provide broad discretion to the administering authorities. Furthermore, changes in relevant law, regulations or policies, or the interpretation thereof, or delays in such interpretations being delivered, may delay or increase the cost of projects.

Furthermore, AMFW and Foster Wheeler operate in a number of different jurisdictions, including certain emerging markets in AMFW's Growth Regions, which can have complex and, at times, immature legal and regulatory frameworks. AMFW and Foster Wheeler endeavour to conduct their businesses within the framework set by applicable regulatory requirements in each of their chosen markets and in the geographic regions in which they operate. However, if either AMFW or Foster Wheeler is unable to or does not comply with applicable legal and regulatory requirements, this may lead to the loss of licences and/or potential civil and criminal liability for AMFW or Foster Wheeler and their management.

AMFW has to comply with the regulatory requirements of each of the jurisdictions in which it and Foster Wheeler currently operate. Failure to do so, or an inability to adapt to changes in regulation, could have a material adverse effect on AMFW's business, financial condition and results of operations.

AMFW is subject to obligations and liabilities relating to it and Foster Wheeler's divested and non-core businesses.

Litigation and business claims from divested and non-core businesses remain a risk to AMFW. AMFW and Foster Wheeler have in the past made a number of disposals pursuant to which AMFW and Foster Wheeler have continuing obligations and liabilities, in some instances including as a result of the provision of customary warranties and continuing obligations to carry out remedial work. For example, AMFW provided indemnities in relation to the sale of SPIE SA in 2006 and the Design and Project Services Limited business in 2007. AMFW is currently subject to a number of claims as a result of these indemnities and may be subject to future claims. As at 31 December 2013, the provisions made

in respect of the SPIE SA and the Design and Project Services Limited disposals were £19.6 million and £50.4 million, respectively, and are reflected as discontinued businesses. The provisions for Design and Project Services Limited account for known and anticipated future claims, together with associated legal costs, whereas the provisions for SPIE SA only account for known claims. Claims that may arise in connection with such obligations and liabilities may divert AMFW's management and may result in additional financial resources being incurred, and could have a material adverse effect on AMFW's business, financial condition and results of operations.

AMFW is exposed to funding risks in relation to it and Foster Wheeler's defined benefit pension schemes.

AMFW and Foster Wheeler operate a number of defined benefit pension schemes, where careful judgment is required in determining the assumptions for future salary and pension increases for those plans that are not frozen, discount rate, inflation, investment return and member longevity. AMFW expects to continue to operate these schemes, although the most significant schemes are now closed to new entrants. If additional contributions are required to fund the deficit, AMFW anticipates that it would be able to fund this amount without seeking recourse to additional external financing. Actual results could differ from the assumptions made and, in the event of this resulting in an increase to the funding shortfall, if AMFW is required to contribute significant additional amounts to its pension schemes, this could have a material adverse effect on AMFW's financial condition and results of operations.

As at 31 December 2013, the net surplus on AMFW's defined benefit schemes, on the valuation basis specified in IAS 19 "Employee Benefits", was £40 million before tax or £28 million after tax, as compared to a net deficit as at 31 December 2012 of £7 million and £18 million before tax and after tax, respectively.

As at 31 December 2013, the deficit on Foster Wheeler's defined benefit schemes was $5 million, as compared to a deficit as at 31 December 2012 of $75 million, in each case as determined under US GAAP.

A prolonged period of poor asset returns and/or unexpected increases in longevity could require increases in the level of additional cash contributions to defined benefit schemes, which may constrain AMFW's ability to invest in acquisitions or capital expenditure, thereby adversely impacting growth and profitability. In addition, in certain limited circumstances, actions by the Pensions Regulator in the United Kingdom to impose financial support directions or contribution notices, or by the trustees of AMFW's or Foster Wheeler's defined benefit schemes, for example, if the trustees take a more prudent approach to deficit recovery payments, could result in AMFW being required to contribute significant additional amounts to its UK pension schemes, which could thereby also have a material adverse effect on AMFW's financial condition and results of operations.

Failure or security breaches of its information technology, or IT, systems and/or data security or the inability to effectively integrate AMFW's and Foster Wheeler's IT systems may result in losses for AMFW.

The efficient operation of AMFW's business will depend on its information and communication systems and its use of internal and client data. The IT systems on which AMFW relies may fail and/or sensitive data held by them may be lost. The efficient operation and management of AMFW's business depends in part on the proper operation, performance and development of its IT systems and processes.

Information and communication systems by their nature are susceptible to internal and external security breaches, including computer hacker and cyber terrorist breaches, employee wilful breaches and employees succumbing to criminal scamming from external sources, and can fail or become unavailable for a significant period of time. A significant performance failure of AMFW's IT systems could lead to loss of control over critical business, project information and/or systems (such as design

tools, contract costs, invoicing, payroll management and/or internal reporting), resulting in an adverse impact on the ability to operate effectively or to fulfil contractual obligations which may, in turn, lead to a loss of customers, revenue and profitability and the incurring of significant remedial costs.

AMFW's and Foster Wheeler's operations are especially dependent on the use of internal data and customer data. Both AMFW and Foster Wheeler have incurred, and AMFW will continue to incur, expenses to comply with mandatory privacy and security standards and protocols imposed by law, regulation, industry standards or contractual obligations relating to the collection, use and security of personal information data. The failure to comply with such data privacy laws and regulations may result in AMFW becoming subject to fines, penalties, claims and reputational damage. Additionally, if data security controls fail, there is a risk of unintentionally disclosing protected or sensitive data, including important intellectual property, which could lead to the violation of client confidentiality agreements, reputational harm and the loss of critical data.

As part of the integration of Foster Wheeler, AMFW is in the process of harmonising its existing IT systems and data with Foster Wheeler's. As a result of the differences in Foster Wheeler's and AMFW's existing IT systems, there can be no assurance that this harmonisation will be successful. AMFW may experience failures in either its or Foster Wheeler's IT systems as it works to integrate them. Furthermore, new IT systems and changes to management and production systems may be difficult to implement and manage. Either of these factors may lead to an IT environment that is inadequate to support the needs and objectives of AMFW's business. Any of the foregoing could have a material adverse effect on AMFW's business, financial condition and results of operations.

Failure to comply with anti-corruption laws and regulations, economic sanction programmes or other laws and regulations may result in AMFW becoming subject to fines or penalties and the disruption of its business activities.

Many of the countries in which AMFW and Foster Wheeler operate have anti-corruption laws and regulations that restrict the offer or payment of anything of value to government officials or other persons with the intent of gaining business or favourable government action. AMFW and Foster Wheeler are subject to these laws and regulations, including the US Foreign Corrupt Practices Act of 1977 and, in the case of AMFW, the UK Bribery Act 2010. Additionally, economic sanctions programmes, including those administered by the United Nations, the European Union and the US Office of Foreign Asset Control, restrict AMFW's and Foster Wheeler's business dealings with certain sanctioned countries and will continue to restrict the dealings of AMFW going forward. Many of these regulations and sanctions programmes establish record-keeping obligations.

Going forward, AMFW will continue to be exposed to the risk of violating anti-corruption laws and sanctions regulations applicable in those countries where it, its partners or agents operate. Some of the locations in which AMFW and Foster Wheeler currently operate lack a developed legal system and have high levels of corruption. A substantive ethical breach and/or non-compliance with applicable laws or regulations by AMFW or its employees, consultants, subcontractors, agents or partners could potentially lead to damage to AMFW's reputation, fines, litigation, increased tax exposure, and claims for compensation. Violations of anti-corruption laws and sanctions regulations are punishable by civil penalties, including fines, denial of export privileges, injunctions, asset seizures, debarment from government contracts (and termination of existing contracts) and revocations or restrictions of licences, as well as criminal fines and imprisonment. In addition, any major violations could have a significant impact on AMFW's reputation and consequently on its ability to win future business.

AMFW and Foster Wheeler mandate compliance with anti-corruption laws and have implemented procedures and controls to monitor internal and external compliance. AMFW will continue to mandate compliance and ensure appropriate procedures and controls are in place going forward, however, there can be no assurance that AMFW's policies and procedures will be followed at all times or will

effectively detect and/or prevent violations of the applicable laws or other fraudulent activity by one or more of its employees, consultants, subcontractors, agents or partners. As a result, AMFW could be subject to criminal, civil and/or administrative fines or penalties, which could have a material adverse effect on its business, financial condition and results of operations if it fails to prevent any such violations.

AMFW's new contract awards and current projects may be adversely affected by the availability and/or cost of performance-related standby letters of credit, bank guarantees, surety bonds and other guarantee facilities.

Consistent with industry practice, AMFW and Foster Wheeler are often required to provide performance-related standby letters of credit, bank guarantees, surety bonds or other forms of performance-related guarantees to customers, collectively referred to as bonds or bonding. These bonds provide credit support for the customer if AMFW or Foster Wheeler fails to perform its obligations under a contract. AMFW is subject to the risk that bonding may become more expensive or difficult to obtain in the future or, in some instances, be unavailable. If AMFW is unable to arrange such bonding or is only able to arrange such bonding on more expensive terms, it may be difficult to tender for or win new projects or it may delay work on current projects, which would have a material adverse effect on AMFW's business, financial condition and results of operations.

Additionally, failure by AMFW to obtain an investment grade rating from any of the independent rating agencies, such as Standard & Poor's Ratings Services, or S&P, or Moody's Investors Service, Inc., or Moody's, or to maintain such a rating, may make it more difficult or costly to obtain bonding for new awards or maintain bonding on current projects. AMFW may not be able to access new or amended bonding facilities on terms as favourable as those previously entered into, which could adversely affect AMFW's financial position and results of operations following the Acquisition depending on its funding position at that time.

The success of AMFW's joint ventures depends substantially on the satisfactory performance by its joint venture partners of their contractual and other obligations.

Both AMFW and Foster Wheeler have historically bid for contracts jointly with joint venture partners and entered into various joint venture arrangements as part of their businesses, including project-specific joint ventures where control may be shared with unaffiliated third parties. Joint ventures are subject to inherent risks, such as differing opinions or views between joint venture partners, which may result in delayed decision-making or a failure to agree on material issues. AMFW expects that it will continue to enter into joint ventures from time to time and as needed for contracts, thereby exposing it to the risks associated with joint ventures. In addition, from time to time, in order to establish or preserve a relationship, or to better ensure venture success, AMFW may accept risks or responsibilities for joint ventures that are not necessarily proportionate to the reward it expects to receive. Although AMFW may have decision-making and audit rights in respect of its joint ventures, it typically will not wholly operate these joint ventures and therefore AMFW may have limited control over joint venture decisions and actions, including internal controls and financial reporting.

The success of these joint ventures also depends, in large part, on the satisfactory performance by AMFW's joint venture partners of their contractual and other obligations, including their obligation to commit working capital, equity or credit support and to support their indemnification and other contractual obligations. If a joint venture partner fails to satisfactorily perform its obligations as a result of financial or other difficulties, the joint venture may be unable to adequately perform or deliver its contracted services. Under these circumstances, AMFW may be required to make additional investments and provide additional services to ensure the adequate performance and delivery of the contracted services. These additional obligations could result in reduced profits or, in some cases, increased liabilities or significant losses with respect to the joint venture. In addition, a failure by a

joint venture partner to comply with applicable laws, rules or regulations could negatively impact AMFW's reputation and business.

Additionally, some of AMFW's and Foster Wheeler's existing joint venture agreements include exclusivity provisions under which AMFW or Foster Wheeler may not enter into similar arrangements with other counterparties during the term of the respective agreement. To the extent that AMFW is in breach of these exclusivity provisions, this may result in an event of default under the agreements and expose AMFW to damages or litigation if it is unable to obtain a waiver from its joint venture partners. Furthermore, AMFW may be required to terminate these joint venture agreements and, as a result, may lose certain contracts. The occurrence of any of these events could have a material adverse effect on AMFW's business, financial condition and results of operations.

Failure to adequately defend intellectual property rights or third-party claims of intellectual property rights violation could result in a loss of future business to competitors.

AMFW has historically had a limited amount of intellectual property that consisted mainly of trademarks in some of the jurisdictions in which it operates. In contrast, the success of Foster Wheeler's business, especially its Global Power Group, has depended significantly on its ability to protect its intellectual property rights to the technology and know-how used in its proprietary products, including rights which it currently licences to third parties. Foster Wheeler has relied on a variety of laws and contractual restrictions to protect its propriety technology. This includes patent protection, laws governing trade secrets and unfair competition and non-disclosure and confidentiality provisions. Foster Wheeler has also relied on unpatented proprietary technology.

AMFW has acquired Foster Wheeler's intellectual property and unpatented proprietary technology. AMFW will continue to rely on and protect Foster Wheeler's intellectual property using any available legal means. AMFW may also choose to pursue legal action to protect its intellectual property. However, these legal means may not adequately protect AMFW's rights or permit AMFW to gain or keep any competitive advantage. Further, there can be no assurance that AMFW can meaningfully protect all of its rights in Foster Wheeler's unpatented proprietary technology, or that others will not independently develop substantially equivalent proprietary products or processes or otherwise gain access to Foster Wheeler's unpatented proprietary technology.

AMFW may be required to defend claims of patent infringement, infringement of third-party proprietary rights or breach of confidence, and its success within Foster Wheeler's historical markets will depend on its ability to do so. Any claims, even if they are without merit, may be burdensome, expensive and time-consuming to defend, subject AMFW to damages, cause it to cease making, using or selling certain products that incorporate the disputed intellectual property, require it to redesign its products, divert management time and attention and/or require it to enter into costly royalty or licensing agreements, in each case which could have a material adverse effect on AMFW's business, financial condition and results of operations.

The primary impact of fluctuations in exchange rates for AMFW is expected to be translational (i.e., the translation of foreign assets and liabilities into pounds sterling for reporting purposes). AMFW will present its financial statements in pounds sterling and will have a significant portion of euro, Canadian dollar and US dollar denominated assets, liabilities and earnings as a result of the significant assets and revenues of AMFW across Europe and North America. Consequently, any change in exchange rates between the euro, Canadian dollar and US dollar, on the one hand, and the pound sterling, on the other hand, could affect AMFW's consolidated income statement and balance sheet when translated for reporting purposes. For example, as a result of the relative strengthening of the pound sterling against the Canadian dollar and the US dollar in 2013 and 2014 year-to-date, AMFW

expects that there will be an adverse translational impact on revenue and trading profit during the year ending 31 December 2014 as compared to the year ended 31 December 2013 of approximately £250 million and £25 million, respectively. In addition, since a significant portion of AMFW's order book is expected to be denominated in currencies other than pounds sterling, currency fluctuations may also affect its order book, making it a less reliable indicator of future revenues.

Transaction risk arises when future commercial transactions or recognised assets or liabilities are denominated in a currency that is not the entity's functional currency. In the ordinary course of business, both AMFW and Foster Wheeler hedge the risk of foreign currency exposure by way of forward foreign exchange contracts. As at 31 December 2013, the total notional amount of AMFW's and Foster Wheeler's forward foreign exchange contracts was £117 million and $399.8 million, respectively. Such hedging transactions do not, however, eliminate the exchange rate risk entirely and may not be fully, or at all, effective. Defaults by the other party to a hedging transaction can result in losses in the hedging transaction. Moreover, hedging transactions are entered into based on assumptions which may prove to be incorrect and hedging activities involve the risk of an imperfect correlation between the hedging instrument and the asset being hedged, which could result in losses both on the hedging transaction and on the instrument being hedged. Use of hedging activities may not prevent significant losses and could increase losses.

Going forward, the financial condition and equity of AMFW will be more sensitive to fluctuations in the exchange rate of the pound sterling against the euro, the Canadian dollar and the US dollar. In recent years there has been a high degree of volatility in exchange rates. A depreciation of the euro, the Canadian dollar and/or the US dollar relative to the pound sterling could have an adverse impact on the consolidated financial condition and results of operations of AMFW. AMFW will continue to hedge its exposure to currency transaction risk and will look to hedge its exposure to foreign currency cash flows through the use of foreign currency debt and forward foreign exchange contracts, thereby exposing it to the risks associated with hedging activities. If these risks are not effectively managed, there could be a material adverse effect on AMFW's business, financial condition and results of operations.

It can be difficult or expensive to obtain insurance coverage and there can be no assurance that sufficient coverage will be secured or maintained.

AMFW and Foster Wheeler maintain commercial insurance in amounts that are believed by the respective entities to be appropriate against risks commonly insured against by similar businesses. However, there can be no assurance that AMFW will be able to obtain similar levels of cover on acceptable terms going forward. In addition, even with such insurance in place, the risk remains that AMFW may incur liabilities to clients and other third parties which exceed the limits of such insurance cover or are not covered by it. If any of AMFW's insurers fail, refuse to renew or revoke coverage or otherwise cannot satisfy their insurance requirements to AMFW, then overall risk exposure and operational expenses of AMFW could increase and AMFW's business operations could be disrupted.

The effective tax rates of AMFW and Foster Wheeler can fluctuate significantly from period to period as a result of changes in tax laws, treaties or regulations, or their interpretation, of any country in which these entities operate, the varying mix of income earned in the jurisdictions in which these entities operate, the realisability of deferred tax assets, including their inability to recognise a tax benefit for losses generated by certain unprofitable operations, cash repatriation decisions, changes in uncertain tax positions and the final outcome of tax audits and related litigation. Going forward, AMFW expects that it will derive benefits from utilising tax losses more efficiently. However, an increase in AMFW's effective tax rate, or the inability of AMFW to realise tax synergies expected as a

result of the Acquisition, could have a material adverse effect on AMFW's business, financial condition and results of operations.

As a result of the Acquisition, AMFW has a significantly higher asbestos liability and greater exposure to US asbestos litigation than it had previously.

Prior to the completion of the Offer, AMFW historically had exposure to asbestos claims in the United States and the United Kingdom through its subsidiaries, which it considered to be immaterial. AMFW had no net exposure in respect of its asbestos liability as these amounts are covered in full by either insurance receivables or provisions, as appropriate. All other costs from previously settled claims in the United States have been expensed. However, it is possible that there are unasserted asbestos-related claims for which AMFW had not set aside reserves that may be asserted against AMFW and/or its subsidiaries in the future.

In the United States, some of Foster Wheeler's subsidiaries have been named as defendants in numerous lawsuits and out-of-court administrative claims in which the plaintiffs claim damages for alleged bodily injury or death arising from exposure to asbestos in connection with work performed, or heat exchange devices assembled, installed and/or sold, by Foster Wheeler's subsidiaries. In the United Kingdom, some of Foster Wheeler's subsidiaries have received claims alleging personal injury arising from exposure to asbestos in connection with work performed, or heat exchange devices assembled, installed and/or sold, by the subsidiaries. Foster Wheeler expects these subsidiaries to be named as defendants in additional and/or similar suits and that new claims will be filed in the future.

The asbestos-related claims against AMFW are provisioned for by AMFW in accordance with IFRS as issued by the IASB and IFRS as adopted by the EU, whereas the asbestos-related claims against Foster Wheeler are provisioned for by Foster Wheeler in accordance with US GAAP. Going forward, AMFW will continue to prepare its financial statements in accordance with IFRS as issued by the IASB and IFRS as adopted by the EU. Differences in assumptions and methodologies, together with differences in the treatment of outstanding and future asbestos-related claims under IFRS as compared to US GAAP, including the time period for which estimates are required to be made, may result in the estimates of the claims made against Foster Wheeler, and consequently the aggregate cost of resolving these claims, being substantially higher than Foster Wheeler currently estimates.

AMFW has estimated that, as a result of the Acquisition, it will have a pre-tax asbestos liability of approximately £300 million net of insurance recoveries, which would be a significant increase in the provision for potential liability and associated costs. In addition, AMFW will likely be named as a defendant in new claims filed in the United States. Accordingly, AMFW will be required to devote significant time, resources and the attention of senior management to managing both the existing liabilities and any future litigation and claims. To the extent that provisions for estimated liabilities and/or costs associated with asbestos claims, or the settlement of such claims, are increased or actual liability is established against AMFW or Foster Wheeler, this could have a material adverse effect on AMFW's business, financial condition and results of operations.

Several factors, including differences in how claims are evaluated and external events affecting the quantity and types of asbestos claims, could result in the cost of current asbestos claims and the number and cost of future asbestos claims being substantially higher than previously estimated. The timing of payment of such claims could also be sooner than expected and the duration of the payment period for asbestos liabilities could be longer than previously estimated.

The actual number of future claims brought against AMFW and the cost to AMFW of resolving these claims could be substantially higher than prior estimates or estimates made herein related to AMFW's expectation as of the date of the Acquisition due to a number of factors. Some of the factors

that may result in the costs of asbestos claims being higher than past or current estimates of either AMFW or Foster Wheeler include:

If further provisions are necessary to sufficiently cover future asbestos-related liability, this could have a material adverse effect on AMFW's business, financial condition and results of operations. AMFW has estimated that, as a result of the Acquisition, it will have a pre-tax asbestos liability under IFRS of approximately £300 million net of insurance recoveries, which would be a significant increase in the provision for potential liability and associated costs. Any announcement of increases to aggregate asbestos liabilities, irrespective of the underlying reasons for such increases (whether or not as a result of the factors noted above), may cause the value or trading price of AMFW's securities to decrease significantly, which could have a material adverse effect on its business, financial condition and results of operations.

Failure to obtain current and future asbestos-related insurance recoveries could materially adversely affect AMFW's business, financial condition and results of operations.

Over the last several years, certain of Foster Wheeler's subsidiaries have entered into settlement agreements calling for insurers to make lump sum payments, as well as payments over time, for use by Foster Wheeler's subsidiaries to fund asbestos-related indemnity and defence costs and, in certain cases, for reimbursement for portions of out-of-pocket costs previously incurred. The asbestos-related asset recorded on Foster Wheeler's consolidated balance sheet as at 30 June 2014 represents its best estimate of insurance recoveries from settled and expected future insurance recoveries relating to pending and estimated future asbestos claims through 30 June 2029.

AMFW expects that its available insurance policies will provide coverage for substantially all costs incurred in connection with resolving AMFW's pre-acquisition asbestos claims. AMFW's asbestos exposure will be significantly larger than it was immediately prior to the Acquisition. Certain of the settlements made by Foster Wheeler with its insurance companies were for fixed dollar amounts. Accordingly, increases in AMFW's asbestos-related liabilities would not result in an equal increase in these insurance assets and AMFW would be required to fund the difference, which would reduce its cash flows and working capital. If any of the insurance payments is not made in full and on time, due to insurer insolvency or for some other reason, there could be a material adverse effect on AMFW's business, financial condition and results of operations.

Expected cost, tax and revenue synergies in relation to the Acquisition may not be achieved or may be materially lower than has been estimated and estimated Acquisition costs may be materially higher than anticipated.

The AMFW Board expects that the Acquisition will produce significant cost and revenue synergies. The AMFW Board estimates that the Acquisition will create cost synergies of at least $75 million per year, principally from overhead reduction and the removal of other administrative cost duplication. The AMFW Board also believes that the combination of AMFW and Foster Wheeler will result in additional tax synergies. AMFW believes that the Acquisition will result in a number of operational benefits, such as greater scale in Latin America and the Growth Regions and cross-selling opportunities to a combined customer base. If AMFW and Foster Wheeler are not able to successfully complete the integration processes currently being implemented in an efficient and effective manner, the anticipated cost and revenue synergies may not be realised fully, or at all, or may take longer to realise than expected. If the cost and revenue synergies fail to materialise, are materially lower than has been estimated, or AMFW fails to perform as expected, this could have a significant impact on AMFW's ability to obtain the double-digit earnings per share enhancement that AMFW expects from the Acquisition in the first 12 months following completion and may affect the profitability of AMFW going forward.

The AMFW Board currently estimates that it will incur approximately $75 to $90 million in costs over the first two years following completion of the Acquisition in order to achieve the expected cost synergies. The AMFW Board believes that it will realise the full benefit of the cost synergies by the third year after completion of the Acquisition. However, the costs of achieving the expected synergies may be higher than AMFW anticipates, or there may be significant additional unanticipated costs in connection with the Acquisition that AMFW may not be able to recover. These additional costs could reduce the synergy benefits that AMFW expects to derive from the Acquisition.

Furthermore, any expected revenue synergies may not materialise, or may be offset by competing commercial considerations arising out of the Acquisition. For example, AMFW and Foster Wheeler have some common customers and it is possible that these customers may choose to award portions of contracts to other service providers to avoid over-reliance on, or concentration with, a single provider, and/or to avoid any potential conflicts of interest resulting from having two different entities within the same corporate group managing and executing the same project. In addition, AMFW and Foster Wheeler may act for competing private sector customers which, for confidentiality reasons, may not wish to award work to companies or to affiliates of companies acting for their competitors. Such commercial considerations may reduce AMFW's revenue or adversely impact profitability, undercutting the extent of the revenue synergies realised.

Any of the foregoing could impact the actual synergies realised, which could in turn have a material adverse effect on the business, results of operations and share price of AMFW.

Integration involves numerous challenges that may be more time-consuming and costly than expected.

AMFW's success may, in part, depend upon its ability to integrate Foster Wheeler without disruption to the pre-existing business. The integration process is expected to be complex and will require the co-ordinated efforts of AMFW's and Foster Wheeler's management teams and employees. This process has commenced, based on detailed plans created by AMFW to ensure a smooth and efficient integration of Foster Wheeler's and AMFW's operations. Integration may take longer than expected, may prove more difficult than currently anticipated or unanticipated difficulties may arise, thereby posing a risk to AMFW's profitability.

See "—Expected cost, tax and revenue synergies in relation to the Acquisition may not be achieved or may be materially lower than has been estimated and estimated Acquisition costs may be materially higher than anticipated" above. The costs to achieve this integration may also be greater than expected.

A significant amount of AMFW's management's time will be required to achieve the integration of AMFW's and Foster Wheeler's businesses, and this may affect or impair the ability of the management team to run the business of AMFW effectively. In addition, AMFW's management team will be required to spend additional time and money hiring suitable replacements for key Foster Wheeler personnel who have resigned or who may leave during the integration period. The foregoing could have a material adverse effect on AMFW's business, financial condition and results of operations.

There will be substantial transaction costs incurred in connection with the Acquisition including the Squeeze-Out Merger.

AMFW has incurred and will continue to incur significant transaction fees and other costs associated with the Acquisition, completing the Squeeze-Out Merger, implementing integration, combining operations and achieving desired operational improvements. These fees and costs are substantial and include financing, financial advisory, legal and accounting fees and expenses.

Shareholder lawsuits have been filed challenging the Offer and additional lawsuits could follow, which could impose additional costs on AMFW. For example, four putative class action lawsuits on behalf of Foster Wheeler shareholders have been filed alleging that Foster Wheeler's directors breached their fiduciary duties in connection with their approval of the Implementation Agreement and recommendation of the Offer. Although a settlement agreement has been entered into with regard to some of these lawsuits, it is difficult to predict the outcome of these lawsuits. An adverse judgment could result in monetary damages, which could have a negative impact on AMFW's liquidity and financial condition, or injunctive relief which could delay or enjoin completion of the Offer. Furthermore, if additional lawsuits are filed, even if they are without merit, substantial legal fees and expenses may be incurred to defend these lawsuits.

As a result of the Acquisition, AMFW faces financial risk due to its level of indebtedness.

AMFW financed part of the cash consideration for the Offer and intends to finance the cash consideration for the Squeeze-Out Merger through $2.26 billion of debt financing, comprising new bank facilities, including a bridging facility and an additional revolving credit facility. Other than Facility A, which expires within 12 months of the date of the registration statement filed on Form F-4 and cannot be unilaterally extended by AMFW on the same terms, all other facilities comprising the debt financing have maturity dates (including those which may be unilaterally extended by AMFW on the same terms) of greater than 12 months from the date of the prospectus, ranging from 18 months from the date of first utilisation up to 13 February 2019. As a result of the Acquisition, AMFW's indebtedness will further increase to the extent that it takes on or replaces Foster Wheeler's existing debt facilities. AMFW intends to use a portion of the debt financing to refinance some of its existing indebtedness and, when it believes it is appropriate to do so, to refinance some or all of Foster Wheeler's outstanding debt facilities and debt instruments. As a result, AMFW has a higher level of indebtedness following the Acquisition.

Although AMFW believes it and Foster Wheeler will have sufficient financing in place for AMFW's requirements, AMFW's higher level of indebtedness could cause it to dedicate additional cash from operations to service its debt in the future, in particular if market conditions deteriorate. In addition, an inability to restructure or refinance all or a substantial amount of these debt obligations when they become due, on commercially reasonable terms or at all, could have a material adverse effect on AMFW. For example, AMFW may be required to incur additional costs on its existing debt or

incur new debt at higher rates. AMFW will be required to comply with any restrictive terms of its debt, including covenants which may limit AMFW's ability to incur additional indebtedness, pay dividends or make other distributions, which could affect its ability to plan for, or react to, changes in its business and the markets in which it will operate. However, as at the date of this prospectus, AMFW does not believe that any of the terms of its debt will restrict its planned operations. Such actions could place AMFW at a competitive disadvantage compared to those competitors that have less debt.

An impairment of goodwill or other intangible assets would adversely affect AMFW's business, financial condition and results of operations.

As a result of the Acquisition, a significant portion of the difference between the Acquisition purchase price, Foster Wheeler's net assets at that date and the allocation of costs of the combination to the assets acquired and the liabilities assumed will be recorded as goodwill. In addition, other intangible assets will be recorded as a result of the purchase price allocation. Under IFRS, goodwill and intangible assets with indefinite lives are not amortised but are tested for impairment annually, or more often if an event or circumstance indicates that an impairment loss may have been incurred. Other intangible assets with a finite life are amortised on a straight-line basis over their estimated useful lives and reviewed for impairment whenever there is an indication of impairment. In particular, if the combination of the businesses meets with unexpected difficulties, or if AMFW's business does not develop as expected, impairment charges may be incurred in the future which could be significant and which could have an adverse effect on AMFW's business, financial condition and results of operations.

The pro forma financial information may not be an indication of AMFW's financial condition or results of operations following the transaction.

The pro forma financial information contained in this prospectus is intended to illustrate the effect of the Acquisition. The unaudited pro forma financial statements have been derived from (i) the unaudited consolidated financial statements for the six months ended 30 June 2014 and the audited consolidated financial statements of AMFW for the year ended 31 December 2013, which have been prepared in accordance with IFRS as issued by the IASB and IFRS as adopted by the EU and included elsewhere in this prospectus and (ii) the unaudited consolidated financial statements for the six months ended 30 June 2014 and the audited consolidated financial statements of Foster Wheeler for the year ended 31 December 2013, which have been prepared in accordance with US GAAP and are included elsewhere in this prospectus. The Foster Wheeler consolidated financial statements have been converted to IFRS, restated using AMFW's accounting policies and translated into pounds sterling for the purposes of presentation in the unaudited pro forma condensed combined financial information. Adjustments and assumptions have been made regarding AMFW after giving effect to the transaction. The information upon which these adjustments and assumptions have been made is preliminary, and these kinds of adjustments and assumptions are difficult to make with accuracy. Moreover, the pro forma financial information does not reflect all costs that are expected to be incurred by AMFW in connection with the transaction. For these and other reasons, the actual business, financial condition and results of operations of AMFW following the transaction may not be consistent with, or evident from, this pro forma financial information.

The assumptions used in preparing the pro forma financial information may not prove to be accurate, and other factors may affect AMFW's business, financial condition or results of operations following the transaction. Any decline or potential decline in AMFW's business, financial condition or results of operations may cause significant variations in the price of AMFW's Shares or ADSs. See "Unaudited Pro Forma Condensed Combined Financial Information".

The projections and forecasts presented in this prospectus may not be an indication of the actual results of the Acquisition or AMFW's future results.

In the course of discussions with regards to the Acquisition, Foster Wheeler provided AMFW with forecasts and projections regarding Foster Wheeler's scope revenues, net income attributable to Foster Wheeler before interest expense, income taxes and depreciation and amortisation, or EBITDA, EBITDA margin, adjusted EPS and backlog for 2013, 2014 and 2015. However, the AMFW Board relied on its own investigation and views of Foster Wheeler's results of operations, financial and operating condition and future prospects in considering and evaluating the Acquisition and determining the offer price.

Such projections and forecasts were not prepared or provided by AMFW, and AMFW does not endorse any of the forecasts, projections or estimates by Foster Wheeler of the business and financial performance of either Foster Wheeler or AMFW that were included in this prospectus. The prospective financial information included in this prospectus was prepared by, and is the responsibility of, Foster Wheeler's management.

None of the projections and forecasts included in this prospectus have been prepared with a view towards public disclosure or towards complying with generally accepted accounting principles and such projections and forecasts are subject to numerous uncertainties and assumptions, including in respect of industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to Foster Wheeler's and/or AMFWs business, including revenues (including as expressed by backlog), the expected profitability of ongoing projects and future project awards, liquidity, the outcomes 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, all of which are difficult to predict and many of which are beyond Foster Wheeler's and AMFW's control. Such projections and forecasts will also not be updated. As such, these projections and forecasts may be inaccurate and should not be relied upon as an indicator of actual past or future results.

Foster Wheeler's directors and executive officers may have financial interests in the Squeeze-Out Merger that are different from or are in addition to those of Foster Wheeler shareholders.

Foster Wheeler's directors and executive officers may have financial interests in the Squeeze-Out Merger that are different from, or are in addition to, those of Foster Wheeler's shareholders. These interests could affect their decision to support or approve the Squeeze-Out Merger. Such interests have been included in the section entitled "Interests of Foster Wheeler, AMEC International Investments BV and AMFW and Their Directors and Officers".

Because the market price of AMFW shares and the exchange rate of pounds sterling to US dollars will fluctuate, Foster Wheeler shareholders cannot be sure of the value of the consideration they will receive in the Squeeze-Out Merger.

Upon completion of the Squeeze-Out Merger, each Foster Wheeler share will be converted into the right to receive cash and AMFW securities. Under the Merger Agreement, Foster Wheeler shareholders will receive the consideration in cash and, depending on their location, either AMFW shares or AMFW ADSs.

AMFW is issuing a fixed number of shares and offering a fixed amount of cash as part of the Squeeze-Out Merger. The exchange ratio in relation to the securities portion of the Merger Consideration is fixed and will not vary, regardless of any fluctuations in the market price of either AMFW securities or Foster Wheeler shares or in currency exchange rates. Therefore, the dollar value

of the AMFW securities that holders of Foster Wheeler shares will receive upon completion of the Squeeze-Out Merger will depend on the market value of AMFW shares and the exchange rate of pounds sterling to US dollars at the time of effectiveness of the Squeeze-Out Merger.

After giving effect to the Offer and the Squeeze-Out Merger, former holders of Foster Wheeler shares will own a smaller percentage of AMFW than they currently own of Foster Wheeler.

After giving effect to the Offer and the Squeeze-Out Merger, former holders of Foster Wheeler shares (including Foster Wheeler shareholders who tendered into the Offer) will have been issued approximately 90 million AMFW shares (in the form of shares or ADSs), or approximately 23 per cent. of the enlarged AMFW share capital. As a result, former Foster Wheeler shareholders will be a minority of the AMFW shareholders with limited ability, if any, to influence the outcome on any matters that are or may be subject to shareholder approval, including the appointment of directors, the issuance of shares or other equity securities, the payment of dividends and the acquisition or disposition of substantial assets.

Remaining Foster Wheeler shareholders will have their Foster Wheeler shares cancelled upon completion of the Squeeze-Out Merger.

Upon the completion of the Squeeze-Out Merger, Foster Wheeler will cease to exist and Foster Wheeler shares will be cancelled. The consideration payable for each Foster Wheeler share acquired in the Squeeze-Out Merger, which is described in the section entitled "The Squeeze-Out Merger—Merger Consideration", is governed by Article 8, paragraph 2 of the Swiss Merger Act. Pursuant to the Swiss Merger Act, the amount or value of such compensation must be adequate, but such amount may be different in form and/or value from the consideration received in the Offer. If the Merger Consideration is found not to be adequate, AMFW may be required to increase the compensation or set additional compensation. There can be no assurance that the consideration offered in the Squeeze-Out Merger will be considered adequate (in form or value) as contemplated by the Swiss Merger Act.

There will be material differences between your current rights as a holder of Foster Wheeler shares and the rights you can expect as a holder of AMFW shares or AMFW ADSs.

The rights of AMFW shareholders are governed by the laws of England and Wales and by AMFW's Articles of Association. There will be material differences between the current rights of Foster Wheeler shareholders and the rights you can expect to have as a holder of AMFW shares. For example, provisions of the UK City Code on Takeovers and Mergers may have the effect of discouraging or preventing certain types of transactions involving an actual or a threatened change of control of AMFW, including unsolicited takeover attempts, even though such a transaction may offer AMFW shareholders the opportunity to sell their AMFW shares at a price above the prevailing market price.

The rights of holders of AMFW ADSs are governed by the deposit agreement among the AMFW depositary, AMFW and the owners and beneficial owners of AMFW ADSs and the rights of AMFW ADS holders may differ from the rights of AMFW shareholders. As a result of certain aspects of English law, AMFW's Articles of Association and the contractual terms of the deposit agreement under which the AMFW ADSs have been issued, the rights afforded to the holders of AMFW ADSs are not identical to, and may be, in some respects, less favourable than, the rights afforded to the holders of Foster Wheeler shares. For example, AMFW ADS holders who would like to vote their underlying AMFW shares at general meetings must ensure that their voting instructions are received by the AMFW depositary. In addition, AMFW ADS holders may not be entitled to receive distributions, such as dividend payments, from AMFW.

Following completion of the Squeeze-Out Merger, it is expected that Foster Wheeler will be deregistered under the Exchange Act and its reporting obligations with the SEC will be terminated.

As a result of the Squeeze-Out Merger, you will hold AMFW securities in the form of AMFW shares or AMFW ADSs. Following the Squeeze-Out Merger, once the requirements for deregistration have been met, Foster Wheeler intends to terminate the registration of Foster Wheeler shares. As a result of the deregistration, Foster Wheeler will no longer have reporting obligations under Section 15(d) of the Exchange Act. For example, quarterly reports on Form 10-Q, proxy statements pursuant to Sections 14(a) or 14(c) of the Exchange Act or reports on "insider" trading pursuant to Section 16 of the Exchange Act will no longer be furnished to the SEC, nor are the "short swing" profit recovery provisions of Section 16(b) of the Exchange Act applicable.

AMFW is a foreign private issuer under the rules and regulations of the SEC. As a result, it is exempt from a number of rules under the Exchange Act and is permitted to file different, and in many instances less comprehensive, information with the SEC, and to file such information less frequently than Foster Wheeler is currently required to file. Accordingly, if you continue to hold AMFW securities (in the form of AMFW shares or AMFW ADSs) that you will receive in the Squeeze-Out Merger, you will receive less information about AMFW than you currently receive about Foster Wheeler. In addition, under the NYSE's listed company rules, foreign private issuers may be allowed to follow home country practice with regards to certain corporate governance requirements. Therefore, there may be some differences in the corporate governance practices adopted by AMFW as a UK listed company compared with those of a US company, including the application of different tests for the independence of board members and the composition requirements for audit and compensation committees. See "Management of AMEC International Investments BV and AMFW—Corporate Governance Practices: Differences from the NYSE Listing Standards".

Shareholders in countries other than the United Kingdom will suffer dilution if they are unable to participate in future pre-emptive equity offerings.

Under English law, shareholders usually have pre-emptive rights to subscribe on a pro rata basis in the issuance of new shares for cash. The exercise of pre-emptive rights by certain shareholders not resident in the United Kingdom may be restricted by applicable law or practice in the United Kingdom and overseas jurisdictions. In particular, the exercise of pre-emptive rights by US shareholders would be prohibited unless that rights offering is registered under the Securities Act of 1933, as amended, the Securities Act, or an exemption from the registration requirements of the Securities Act applies. Furthermore, under the deposit agreement for the AMFW ADSs, the AMFW depositary generally will not offer those rights to holders of AMFW ADSs unless both the rights and the underlying securities to be distributed to holders of AMFW ADSs are either registered under the Securities Act, or exempt from registration under the Securities Act with respect to all holders of AMFW ADSs. If no exemption applies and AMFW does not wish to register the rights offering, AMFW shareholders in the United States may not be able or permitted to exercise their pre-emptive rights. AMFW is also permitted under English law to disapply pre-emptive rights (subject to the approval of its shareholders by special resolution and the Association of British Insurers' Guidelines on the limits of any such disapplication) and thereby exclude certain shareholders, such as overseas shareholders, from participating in a rights offering (usually to avoid a breach of local securities laws).

There may be difficulties in enforcing civil liabilities against AMFW and its directors and senior management.

AMFW is organised under the laws of England and Wales and its registered office is in Knutsford, Cheshire, England, and corporate headquarters in London, England. The majority of AMFW's directors and senior management and the experts named in this prospectus are residents of jurisdictions outside the United States. The majority of AMFW's assets and the assets of those persons are located outside the United States. As a result, US investors may find it difficult to effect service of process

within the United States upon AMFW or these persons or to enforce judgments obtained against AMFW or these persons in US courts outside the United States, including actions predicated upon the civil liability provisions of the US federal securities laws. Likewise, it may also be difficult for an investor to enforce in courts in jurisdictions outside the United States judgments obtained against AMFW or these persons in US courts, including actions predicated upon the civil liability provisions of the US federal securities laws.

The Acquisition might fail to qualify as a tax-deferred reorganisation under US law.

Certain transactions consisting of two steps may qualify as tax-deferred reorganisations, or Reorganisations, under Section 368(a) of the US Internal Revenue Code of 1986, as amended, referred to as the Code, if both steps are completed and are treated as having occurred pursuant to an integrated plan of reorganisation, and at least 40 per cent. of the aggregate fair market value of all outstanding target company shares are treated as having been exchanged for shares of the acquiring company. Whether the Acquisition qualifies as a Reorganisation will depend on the application of complex US federal income tax laws and certain facts, including whether the Squeeze-Out Merger will occur and the market value of AMFW securities at that time. If the Acquisition fails to qualify as a Reorganisation, Foster Wheeler shareholders who are US Holders (as defined in "The Merger Agreement and the Squeeze-Out Merger—Tax Considerations") generally will recognise capital gain or loss for US federal income tax purposes upon the receipt of AMFW shares or ADSs and/or cash in the Squeeze-Out Merger in exchange for the extinguishment of Foster Wheeler shares. Such capital gain or loss will be equal to the difference, if any, between (i) the sum of the fair market value of AMFW shares or AMFW ADSs received and the amount of cash (including cash in lieu of fractional AMFW shares or AMFW ADSs) received and (ii) the US Holder's adjusted tax basis in the Foster Wheeler shares. Even if the Acquisition qualifies as a Reorganisation, US Holders of Foster Wheeler shares that receive cash in the Squeeze-Out Merger generally will recognise gain up to the amount of such cash.

Tax matters are complicated, and the US federal income tax consequences of the Squeeze-Out Merger will depend on the facts of each Foster Wheeler shareholder's situation. Foster Wheeler shareholders are urged to read carefully the section entitled "The Merger Agreement and the Squeeze-Out Merger—Tax Considerations" and to consult their own tax advisers for a full understanding of the tax consequences of their participation in the transaction and their ownership of AMFW shares or AMFW ADSs.

Foster Wheeler shareholders may need to consider Swiss tax consequences of the Squeeze-Out Merger and of owning AMFW shares and AMFW ADSs.

Swiss resident Foster Wheeler shareholders who hold their Foster Wheeler shares as business assets or who classify as a professional securities dealer and who receive consideration in a Squeeze-Out Merger will realise either a taxable capital gain or a tax-deductible capital loss pursuant to general principles of Swiss individual and corporate income taxation. The same rules apply to Foster Wheeler shareholders who are non-Swiss residents but whose Foster Wheeler shares are attributed to a permanent establishment or a fixed place of business in Switzerland. Foster Wheeler individual shareholders holding their Foster Wheeler shares as private assets realise either a tax-free private capital gain or a non-tax-deductible capital loss, except if the conditions of an indirect partial liquidation are fulfilled.

In case of a Squeeze-Out Merger between Foster Wheeler and an eligible legal entity that is a wholly-owned subsidiary of AMFW organised under Swiss law, or Swiss MergeCo, the remaining minority Foster Wheeler shareholders will be compensated (in cash and AMFW shares or AMFW ADSs). The Merger Consideration paid to remaining Foster Wheeler shareholders in the Squeeze-Out Merger could, depending on the structuring of the Squeeze-Out Merger, be subject to Swiss dividend withholding tax. Among others in the interests of the shareholders of Foster Wheeler, the present

Squeeze-Out Merger was structured in a way that should not result in Swiss withholding tax being levied. The Federal Tax Administration and the Tax Administration of the Canton of Zug have confirmed that the Squeeze-Out Merger is classified as a tax neutral merger for the purposes of corporate income tax and the levy of dividend withholding tax and stamp duty. Existing equity reserves from capital contribution of Foster Wheeler can be preserved and recognised at Swiss MergeCo in the amount of the net merger surplus to the extent such net merger surplus is sourced from nominal share capital and/or existing equity reserves from capital contributions of Foster Wheeler.

The following individual and corporate income tax consequences will likely result for shareholders of Foster Wheeler who are resident in Switzerland for tax purposes:

Shareholders who are not resident in Switzerland for tax purposes are not subject to Swiss individual or corporate income taxes, except if their registered Foster Wheeler shares are attributed to a permanent establishment (Betriebsstätte) or a fixed place of business in Switzerland.

The Merger Consideration paid to the shareholders of Foster Wheeler in connection with the Squeeze-Out Merger may be subject to Swiss transfer stamp duty at an aggregate tax rate of up to 0.15 per cent. if a bank or another securities dealer in Switzerland, as defined in the Swiss Federal Stamp Tax Act, acts as an intermediary or a party to the transactions, subject to certain exemptions provided for in the Swiss Federal Stamp Tax Act.

Swiss resident Foster Wheeler shareholders will generally be subject to Swiss income tax on any dividends received with respect to AMFW securities that they receive in the Squeeze-Out Merger. In case of a disposition of the AMFW securities, Swiss resident shareholders holding AMFW securities as private assets may realise either a tax-free private capital gain or a non-tax-deductible capital loss, whereas shareholders holding AMFW securities as business assets may realise either a taxable capital gain or a tax-deductible capital loss pursuant to general principles of Swiss income taxation.

Tax matters are complicated, and the Swiss tax consequences of the Squeeze-Out Merger and the ownership and disposition of AMFW securities will depend on the facts of each Foster Wheeler shareholder's situation. Foster Wheeler shareholders are urged to read the section entitled "The Merger Agreement and the Squeeze-Out Merger—Tax Considerations" carefully and to consult their own tax advisers for a full understanding of the tax consequences of the Squeeze-Out Merger and their ownership of AMFW securities.

The market value of AMFW ADSs and dividends may be adversely affected by fluctuations in the exchange rate between the US dollar and the pound sterling.

Fluctuations in the exchange rate between the US dollar and the pound sterling will affect the US dollar price of AMFW ADSs and the market value of AMFW shares when expressed in US dollars. If the relative value of the pound sterling to the US dollar declines, the US dollar price of such AMFW ADS and the US dollar equivalent of the pound sterling price of AMFW shares traded on the LSE will also decline. AMFW has paid and may in the future pay cash dividends on its ordinary shares in

pounds sterling. A decline in the relative value of the pound sterling to the US dollar would also result in a decline in the US dollar value of these dividends.

There has been no prior public market for AMFW ADSs, and an active market for such securities may not develop or be sustained and trading prices may vary.

AMFW has established an American depositary share facility in the United States pursuant to which US holders of Foster Wheeler shares will receive AMFW ADSs evidencing the deposit of shares received in the Squeeze-Out Merger with the AMFW depositary. AMFW ADSs issued thereunder have been registered with the SEC and are listed on the NYSE. There can be no assurance that an active market for AMFW ADSs will develop on the NYSE or be sustained if it does develop. The failure of an active and liquid trading market to develop would likely have a material adverse effect on the value of the AMFW ADSs.

Foster Wheeler's consolidated financial information for the nine months ended 30 September 2014 and the six months ended 30 June 2014 have been taken from its quarterly reports filed on Form 10-Q dated 3 November 2014 and 7 August 2014, respectively, and re-presented without material change in this prospectus. Foster Wheeler's consolidated financial information for the years ended 31 December 2013, 2012 and 2011 has been taken from its annual report filed on Form 10-K dated 27 February 2014 and re-presented without material change in this prospectus. All disclosures of dollar amounts, except share data and per share amounts, are presented in thousands of dollars. Foster Wheeler's consolidated financial statements have been presented in accordance with US GAAP.

Until completion of the Squeeze-Out Merger, Foster Wheeler will continue to be a SEC-registered reporting company and therefore it will continue to prepare its financial statements in accordance with US GAAP. However, as a subsidiary of AMFW, the accounting policies applied by Foster Wheeler may be the same as those applied by AMFW, except where prohibited for US GAAP reporting purposes. In addition, for the purposes of the financial information prepared for AMFW, Foster Wheeler will be consolidated as a subsidiary of AMFW under IFRS. Therefore, Foster Wheeler's historic financial information may not be a reliable indicator of future results.

In addition, for informational purposes, the unaudited reconciliations of Foster Wheeler's consolidated profit and consolidated total equity for the six months ended 30 June 2014 and 2013 and the years ended 31 December 2013, 2012 and 2011 have been included elsewhere in this prospectus. These provide a summary of the material adjustments which reconcile Foster Wheeler's consolidated financial statements to those which would have been reported had Foster Wheeler (i) applied the accounting policies applied by AMFW in the preparation of its unaudited consolidated financial statements for the six months ended 30 June 2014 and 2013 and its audited consolidated financial statements for the years ended 31 December 2013, 2012 and 2011 and (ii) prepared its financial statements in accordance with IFRS as issued by the IASB and IFRS as adopted by the EU. This conversion does not purport to represent the actual historical results of operations or financial condition for Foster Wheeler, nor is it meant to be indicative of future results of operations or financial condition. See "Unaudited Reconciliation of Foster Wheeler's Financial Information" beginning on page F-272.

As previously disclosed in Foster Wheeler's Current Report on Form 8-K filed on 13 November 2014, in connection with the closing of the Offer, on 13 November 2014, the Foster Wheeler audit committee (i) dismissed PricewaterhouseCoopers LLP, or PwC, as Foster Wheeler's independent registered public accounting firm, effective upon the issuance by PwC of its report on Foster Wheeler's consolidated financial statements as of 12 November 2014 and for the period 1 January 2014 through 12 November 2014, and (ii) appointed Ernst & Young LLP, AMFW's independent registered public accounting firm, referred to as Ernst & Young, as Foster Wheeler's independent registered public accounting firm for the period from 13 November 2014 through 31 December 2014.

The reports of PwC on the consolidated financial statements for the fiscal years ended 31 December 2013 and 2012 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. During the fiscal years ended 31 December 2013 and 31 December 2012, and the subsequent interim period ended 13 November 2014 there have been no disagreements with PwC on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to the satisfaction of PwC would have caused them to make reference thereto in their report on the financial statements for such years.

During the fiscal years ended 31 December 2013 and 2012, and the subsequent interim period through 13 November 2014, there were no reportable events (as defined in Regulation S-K Item 304(a)(1)(v)).

During the fiscal years ended 31 December 2013 and 2012 and the subsequent interim period through 12 November 2014, Foster Wheeler has not consulted with Ernst & Young regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on Foster Wheeler's financial statements, and neither a written report was provided to Foster Wheeler or oral advice was provided that Ernst & Young concluded was an important factor considered by Foster Wheeler in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement, as that term is defined in Regulation S-K Item 304(a)(1)(iv) and the related instructions to Regulation S-K Item 304, or a reportable event, as that term is defined in Regulation S-K Item 304(a)(1)(v).

In accordance with EU law (IAS Regulation EC 1606/2002), the consolidated financial statements of AMFW have been prepared in accordance with IFRS as adopted for use in the EU as at 31 December 2013, International Financial Reporting Interpretations Committee, interpretations and those parts of the UK Companies Act 2006, or the Companies Act, applicable to companies reporting under IFRS. The consolidated financial statements of AMFW are also prepared in accordance with IFRS as issued by the IASB.

The preparation of financial statements in accordance with IFRS requires management to make judgements, estimates and assumptions that affect the application of policies. The areas that require a high level of judgement or areas of judgement and estimation that are significant to AMFW are disclosed in the notes accompanying its financial statements.

Effective 1 January 2013, AMFW reorganised its reporting on a geographic rather than divisional basis. In addition, during 2013, all revenue generating activity in the area of UK conventional power ceased and UK conventional power, which was considered a major line of business, is now reported as a discontinued operation. In addition, AMFW adopted the amendment to IAS 19 "Employee Benefits" on 1 January 2013. Prior year financial information has been restated accordingly.

Under IFRS, the Acquisition of Foster Wheeler will be accounted for using the acquisition method. AMFW is the acquirer. In AMFW's consolidated financial statements, the assets, liabilities and contingent liabilities of Foster Wheeler will be recognised at fair value; the excess of the cost of the Acquisition over the net fair value of the assets, liabilities and contingent liabilities recognised will be recorded as goodwill.

Conversion of Foster Wheeler Historic Financial Information from US GAAP to IFRS

This prospectus contains unaudited pro forma financial data that has been adjusted to reflect the effect of the Offer on the balance sheet of AMFW as at 30 June 2014 as if the Offer had occurred on that date and to reflect the effect of the Offer on the income statement of AMFW for the year ended 31 December 2013 and the six months ended 30 June 2014 as if the Offer had occurred on 1 January 2013.

The unaudited pro forma condensed combined financial information is presented for information purposes only and reflects estimates and assumptions made by AMFW's management that it considers reasonable. It does not purport to represent what AMFW's actual results of operations or financial condition would have been had the Acquisition occurred on the date indicated, nor is it necessarily indicative of future results of operations or financial condition. In addition, the unaudited condensed

combined pro forma financial information does not reflect the effect of anticipated cost and revenue synergies associated with combining AMFW and Foster Wheeler. For more information, see "Unaudited Pro Forma Condensed Combined Financial Information".

The consolidated financial information for Foster Wheeler for the six months ended 30 June 2014 and for the year ended 31 December 2013 has been converted to IFRS, restated using AMFW's accounting policies and translated to pounds sterling. The most significant differences in accounting policies relate to revenue recognition, asbestos provisions, pensions, share-based compensation, sale and leaseback, redundancy costs in Foster Wheeler's Global Power Group, lease classification and taxation. For further detail on these differences, see "Unaudited Reconciliation of Foster Wheeler's Financial Information" beginning on page F-272.

Standalone Interim Accounts for Amec Foster Wheeler plc and Foster Wheeler AG

This prospectus also contains the standalone interim accounts as of 30 September 2014 of Amec Foster Wheeler plc and the statutory standalone interim accounts as of 30 September 2014 of Foster Wheeler AG, which are filed as Exhibit 99.16 and Annex 1.1 to Exhibit 10.29, respectively, and are incorporated herein by reference. This information was made available for inspection in connection with the Squeeze-Out Merger as required under Swiss law. The accounts are therefore not comparable to the consolidated financial information for AMFW prepared in accordance with IFRS as issued by the IASB and IFRS as adopted by the EU or the consolidated financial information for Foster Wheeler prepared in accordance with US GAAP.

This prospectus contains some financial measures which are not within the scope of IFRS or US GAAP and which are used by AMFW and Foster Wheeler, respectively, to assess the financial performance of their businesses. These measures include trading profit and trading profit margin for AMFW and EBITDA (as defined below) for Foster Wheeler and are included because AMFW and Foster Wheeler believe that they are important supplemental measures of operating performance. These are not measures of operating performance derived in accordance with either IFRS or US GAAP and should not be considered a substitute to AMFW's or Foster Wheeler's historical financial results based on IFRS or US GAAP, respectively. In addition, these measures are not intended to be an indication of either AMFW's or Foster Wheeler's ability to fund its cash requirements. Consideration should be given to the types of events and transactions that are excluded from the calculation of trading profit, trading profit margin and EBITDA. These non-IFRS and non-US GAAP measures are not uniformly defined by all companies and therefore comparability may be limited.

AMFW defines trading profit as profit before net financing income excluding amortisation, exceptional items, which include, but are not limited to, significant restructuring events, gains and losses on the disposal or closure of businesses and transaction-related costs, but including AMFW's share of joint venture trading profit. Trading profit presents the long-term profitability of AMFW excluding the impact of specific transactions that management believes affects AMFW's short-term profitability. AMFW presents this measure to assist investors in their understanding of the underlying profitability of AMFW's business units.

A reconciliation of trading profit to profit before net financing income is presented below:

	Six months ended 30 June						Year ended 31 December

	2013⁽¹⁾			2014			2011⁽¹⁾			2012⁽¹⁾			2013
	(£ millions)
Americas		113			102			200			233			241
Europe		40			45			95			95			93
Growth Regions		16			17			46			32			33
Investment Services		8			4			4			7			11
Corporate costs		(18	)		(16	)		(33	)		(33	)		(35	)

Trading profit		159			152			312			334			343

Share of joint venture trading profit		(5	)		(11	)		(26	)		(23	)		(28	)
Intangible amortisation and goodwill impairment		(22	)		(21	)		(39	)		(44	)		(47	)
Costs relating to businesses closed in prior years		(6	)		5			2			—			(7	)
Costs of funding joint venture		—			—			—			(11	)		—
Loss on disposal of joint venture		—			(20	)		—			—			—
Restructuring and rationalisation costs		(7	)		(3	)		(11	)		(11	)		(14	)
Acquisition-related costs		(1	)		(26	)		3			(2	)		(4	)

Profit before net financing income		118			76			241			243			243

EBITDA, as discussed and defined below, is the primary measure of operating performance utilised by Foster Wheeler's chief operating decision maker. Foster Wheeler defines EBITDA as net income attributable to Foster Wheeler before interest expense, income taxes, depreciation and amortisation.

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

	Nine months ended 30 September						Six months ended 30 June						Year ended 31 December

	2013			2014			2013			2014			2011			2012			2013
	($ thousands)
EBITDA from continuing operations
Global E&C Group		157,261			159,366			97,321			96,463			210,541			192,208			183,911
Global Power Group		115,699			113,544			70,271			92,820			178,233			204,758			147,227
C&F Group⁽¹⁾		(49,810	)		(63,963	)		(28,509	)		(39,595	)		(111,779	)		(121,453	)		(111,269	)

EBITDA from continuing operations		223,150			208,947			139,083			149,688			276,995			275,513			219,869



Less: Interest expense⁽²⁾		9,976			4,485			6,588			1,816			12,876			13,797			13,227
Less: Depreciation and amortisation		42,828			44,535			28,796			29,138			44,551			50,234			57,574
Less: Provision for income taxes		36,273			31,826			18,479			16,073			58,514			62,267			52,166
Plus: Income/(loss) from discontinued operations⁽³⁾		265			—			(1,495	)		—			1,329			(13,193	)		265

Net income attributable to Foster Wheeler		134,338			128,101			83,725			102,661			162,383			136,022			97,167

	Nine months ended 30 September						Six months ended 30 June						Year ended 31 December

	2013			2014			2013			2014			2011		2012		2013
	($ thousands)
Net increase in contract profit from the regular revaluation of final estimated contract profit revisions:⁽¹⁾
Global E&C Group⁽²⁾		38,200			13,600			22,000			7,900			13,200		7,700		47,000
Global Power Group⁽²⁾		36,600			23,000			19,500			18,100			22,000		58,300		51,900

Total⁽²⁾		74,800			36,600			41,500			26,000			35,200		66,000		98,900



Licence settlement in the Global Power Group⁽³⁾		—			(32,500	)		—			(32,500	)		—		—		—
Litigation settlement in the E&C Group⁽⁴⁾		—			(3,000	)		—			(3,000	)		—		—		—
Reversal of previously accrued penalties on unrecognised tax benefits in the C&F Group⁽⁵⁾		—			(8,100	)		—			(8,100	)		—		—		—
Net asbestos-related (gain)/provisions:⁽⁶⁾
Global E&C Group		—			—			—			—			—		2,400		—
C&F Group		(9,800	)		5,200			(11,800	)		3,200			9,900		28,100		30,200

Total		(9,800	)		5,200			(11,800	)		3,200			9,900		30,500		30,200



Charges for severance-related post-employment benefits:
Global E&C Group		3,900			2,800			2,900			2,000			2,200		2,300		4,900
Global Power Group		4,100			700			1,100			100			—		3,700		17,000
C&F Group		400			—			400			—			500		200		400

Total		8,400			3,500			4,400			2,100			2,700		6,200		22,300



Charge for equity interest investment impairment in the Global E&C Group⁽⁷⁾		—			—			—			—			—		—		22,400
Charges for facility shutdown costs in the Global Power Group⁽⁸⁾		—			—			—			—			—		—		2,100

with the terms related to the expiration of a steam generator technology licence, which was recognised in other income, net.

(4): During the nine months ended 30 September 2014 and the six months ended 30 June 2014, the Global E&C Group recognised a favourable impact to EBITDA of $3,000 related to a post judgment settlement of a lawsuit for less than the previously accrued amount, which was recognised in other deductions, net.
(5): During the nine months ended 30 September 2014 and the six months ended 30 June 2014, other deductions, net included a credit of $8,100 related to the reversal of previously accrued penalties on unrecognised tax benefits which were released as a result of settlements with non-US tax authorities.
(6): Please refer to Note 13 to the consolidated financial statements included in this prospectus for further information regarding Foster Wheeler's asbestos liability and related asset. Please refer to Note 16 to Foster Wheeler's consolidated financial statements included in this prospectus for further information regarding the revaluation of its asbestos liability and related asset.
(7): Impairment charge related to an equity interest investment in a waste-to-energy project in Italy. Please refer to Note 5 to Foster Wheeler's consolidated financial statements included in this prospectus for further information.
(8): Charges for facility shutdown costs included facility exit, lease termination and other costs for facilities in Foster Wheeler's Global Power Group. Please refer to Note 14 to Foster Wheeler's consolidated financial statements included in this prospectus for further information.

The financial information and certain other information presented in a number of tables in this prospectus has been rounded to the nearest whole number or the nearest decimal place. Therefore, the sum of the numbers in a column may not conform exactly to the total figure given for that column. In addition, certain percentages presented in the tables in this prospectus reflect calculations based upon the underlying information prior to rounding, and, accordingly, may not conform exactly to the percentages that would be derived if the relevant calculations were based upon the rounded numbers.

This prospectus includes market data and projections about AMFW's and Foster Wheeler's markets obtained from industry surveys, industry publications, market research and other publicly available third-party information. Industry surveys and industry publications generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed and that the projections they contain are based on a number of significant assumptions. AMFW has not independently verified this data or determined the reasonableness of such assumptions.

In addition, in many cases, statements in this prospectus regarding the markets in which AMFW and Foster Wheeler operate and AMFW's and Foster Wheeler's positions within those markets have been made based on internal surveys, industry forecasts and market research, as well as AMFW's own experiences. While these statements are believed by AMFW to be reliable, they have not been independently verified.

References in this prospectus to the term "market", or similarly construed words, are not intended, and should not be read, as an admission of a properly defined market for the purpose of any competition, antitrust or regulatory analysis.

Each of AMFW and Foster Wheeler maintains an internet site. The AMFW internet site is at http://www.amecfw.com. The Foster Wheeler internet site is at http://www.fwc.com. Information contained in or otherwise accessible through these internet sites is not a part of this prospectus. All references in this prospectus to these internet sites are inactive textual references to these internet addresses and are for your information only.

This prospectus contains a number of "forward-looking statements", including statements about the financial conditions, results of operations, financial forecasts and prospects of AMFW and Foster Wheeler and may include statements for periods following completion of the Squeeze-Out Merger. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements, including, without limitation, statements regarding expectations about revenues (including as expressed by backlog), the outcome of litigation and legal proceedings and recoveries from customers from claims, and the costs of current and future asbestos claims and the amount and timing of related insurance recoveries. Generally, words such as "may", "will", "would", "should", "expect", "intend", "estimate", "predict", "anticipate", "believe", "plan", "seek", "continue", "forecast" or similar expressions identify forward-looking statements.

Forward-looking statements are not guarantees of future performance. Rather, they are based on current views and assumptions and involve known and unknown risks, uncertainties and other factors, many of which are outside the control of AMFW and Foster Wheeler and are difficult to predict, that may cause actual results or developments to differ materially from any future results or developments expressed or implied from the forward-looking statements. Factors that could cause actual results to differ materially from those contemplated by the forward-looking statements include, among other factors:

Additional factors could cause actual results to differ materially from those in the forward-looking statements. See "Risk Factors" beginning on page 31. Subject to compliance with applicable laws and the rules and regulations of relevant stock exchanges, AMFW does not undertake any obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

On 13 February 2014, AMFW and Foster Wheeler entered into an Implementation Agreement relating to the acquisition of all of the Foster Wheeler shares by AMFW. On the terms and subject to the conditions of the Implementation Agreement, AMFW commenced an exchange offer, or the Offer, to acquire all of the Foster Wheeler shares on 7 October 2014, pursuant to which Foster Wheeler shareholders were offered $16.00 in cash and 0.8998 of AMFW securities (at the election of such Foster Wheeler shareholder, in the form of either AMFW shares or AMFW ADSs) for each Foster Wheeler share held. Tendering Foster Wheeler shareholders could elect to receive for each outstanding Foster Wheeler share validly tendered and not properly withdrawn in the Offer (i) $32.00 in cash or (ii) 1.7996 of AMFW securities, in the form of AMFW shares or AMFW ADSs, subject in each case to proration and less any taxes required to be withheld. The Offer was extended from its original expiration date of 4 November 2014 to 12 November 2014 and, on 13 November 2014, AMFW announced the completion of the Offer. On 21 November 2014, AMFW announced the final proration results of the Offer out of 100,126,791 Foster Wheeler shares outstanding (excluding 6,591,700 treasury shares), a total of 95,395,711 Foster Wheeler shares (representing 95.275 per cent. of the outstanding Foster Wheeler shares not including 3,768,740 Foster Wheeler shares subject to notices of guaranteed delivery that were not validly tendered) were validly tendered into, and not withdrawn from, the Offer, comprised of 89,409,829 Foster Wheeler shares tendered for the cash consideration and 5,985,882 Foster Wheeler shares tendered for the securities consideration. Because the cash consideration was oversubscribed, the consideration to be received by shareholders who elected the cash consideration was prorated pursuant to the terms and conditions of the Offer and the Implementation Agreement and, based on the proration, such shareholders received share consideration for 46.17 per cent. and cash consideration for 53.83 per cent. of the Foster Wheeler shares for which cash consideration was elected. In the aggregate, AMFW paid $1,540,273,504 in cash (financed by a $2.26 billion debt facility) and issued 85,052,989 AMFW shares (including 55,916,605 AMFW shares represented by AMFW ADSs). As a result of the completion of the Offer, a change of control occurred and Foster Wheeler is now a controlled subsidiary of AMFW.

In connection with preparing its balance sheet at the acquisition closing date, Foster Wheeler has advanced the timing of the annual review of its US asbestos-related obligations that it normally performs when preparing its annual financial statements. Based on the preliminary results of the review, Foster Wheeler expects to record an increase to its US asbestos-related liability at the closing date which will result in a charge of approximately $30 million.

On 13 November 2014, Foster Wheeler announced its intention to delist the Foster Wheeler shares from the NASDAQ Global Select Market and, in accordance with that decision, on 24 November 2014, Foster Wheeler filed a Form 25 Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, or the Exchange Act. The last day of trading for the Foster Wheeler shares was 3 December 2014. Provided that following the Squeeze-Out Merger the requirements for deregistration are met, Foster Wheeler intends to file a Form 15 under the Exchange Act, requesting the deregistration of the Foster Wheeler shares under Section 12(g) of the Exchange Act and the suspension of Foster Wheeler's reporting obligations under Section 15(d) of the Exchange Act.

On 13 November 2014, in connection with the closing of the Offer, Foster Wheeler terminated its senior credit agreement. Each existing letter of credit issued by BNP Paribas as an issuing lender under the credit agreement was deemed to be issued on its existing terms under AMFW's $2.16 billion credit

facility agreement with, among other, Bank of America Merrill Lynch International Limited as facility agent, and the Lenders as original lenders.

Four putative class action lawsuits, purportedly on behalf of all Foster Wheeler shareholders, were filed regarding the Offer. Two of the lawsuits were filed in the District Court of Harris County, Texas, or the Texas Consolidated Action, while the other two were filed in the US District Court for the District of New Jersey. On 1 October 2014, the parties to the Texas Consolidated Action entered into a stipulation of settlement. On 20 November 2014, the Texas state court signed the final order approving the settlement and dismissing the Texas Consolidated Action with prejudice.

You should take note of the dates and times set forth in the schedule below in connection with the Squeeze-Out Merger. These dates and times may be changed by AMFW in accordance with the terms and conditions of the Squeeze-Out Merger, as described in this prospectus. Unless otherwise noted, all times indicated are New York City time. London time is usually five hours ahead and Zug time is six hours ahead.

AMFW continually reviews its business, strategic direction, performance and prospects in the context of its industry and the competitive landscape in which it operates. As part of its ordinary course of business, it regularly discusses potential strategic alternatives, including acquisitions, that could complement AMFW's activities and allow it to achieve its strategic objectives. These key objectives have included (i) enhancing AMFW's position in its four chosen markets, particularly in the Oil & Gas sector; (ii) expanding its geographic presence, particularly in the Growth Regions; and (iii) enhancing its capabilities and the range of services offered to its customers. AMFW, among other things, identified an acquisition of Foster Wheeler as a possible means of furthering these objectives with the potential to create new growth opportunities.

In early April 2011, Samir Brikho, in his capacity as Chief Executive of AMFW, contacted Ray Milchovich, in his capacity as then-Chairman of Foster Wheeler's Pre-Acquisition Board, regarding a potential business combination between AMFW and Foster Wheeler. After an initial discussion, both parties expressed a desire to exchange information on AMFW and Foster Wheeler. Mr Brikho and Mr Milchovich had become acquainted with one another due to the fact that AMFW and Foster Wheeler operate in the same industry. They first met each other when Mr Milchovich and Umberto della Sala, in his capacity as then President and Chief Operating Officer of Foster Wheeler, visited AMFW's offices in March 2009 for an introductory meeting with Mr Brikho and Didier Pfleger, in his capacity as then head of the AMFW Power & Process division, during which they discussed industry trends and the respective growth strategies of their businesses. On 28 April 2011, AMFW and Foster Wheeler entered into a mutual confidentiality agreement, containing customary standstill provisions.

During May 2011, various members of AMFW's and Foster Wheeler's management teams met on several occasions to discuss certain overview information on their respective companies (including revenues by geography, business lines, high level organisational charts and headcounts) and to explore the potential for cost, tax and revenue synergies that could arise in a possible transaction.

On 15 June 2011, as a follow up to the prior month's meeting, Mr Brikho initiated a telephone call with Mr Milchovich and Mr della Sala, then interim Chief Executive Officer of Foster Wheeler, in order to indicate AMFW's interest in continuing discussions regarding a possible acquisition of Foster Wheeler. During the conversation, Mr Milchovich indicated that AMFW would need to make an indicative offer for Foster Wheeler as a prerequisite to further discussions.

On 9 August 2011, Mr Brikho called Mr Milchovich in order to tell him that AMFW required more time in order to formulate an indicative nonbinding offer and to request more information about Foster Wheeler's business, outlook and prospects in light of recent stock market volatility and Foster Wheeler's recently released results.

AMFW had no subsequent engagement with Foster Wheeler until after 3 October 2011, when J. Kent Masters and Steven Demetriou were announced as the new Foster Wheeler Chief Executive Officer and non-Executive Chairman of the Foster Wheeler Pre-Acquisition Board, respectively.

Mr Brikho reinitiated contact by calling Mr Milchovich because AMFW was prepared to make an indicative offer to acquire Foster Wheeler and on 20 October 2011, Mr Brikho met Mr Milchovich and Mr Masters to discuss the potential transaction. Mr Brikho orally relayed an indicative nonbinding offer for AMFW to acquire all of Foster Wheeler for an all cash price in the order of $30.00 per share, subject to certain conditions, including AMFW shareholder approval and satisfactory due diligence. The following day, the AMFW Board sent a letter to Foster Wheeler reiterating the terms of the indicative nonbinding oral offer made by Mr Brikho on 20 October 2011. The indicative nonbinding offer was to remain in effect until 4 November 2011. Mr Milchovich responded to Mr Brikho by email early on

1 November 2011, stating that Foster Wheeler's Pre-Acquisition Board believed AMFW's indicative nonbinding offer was not in the best interests of Foster Wheeler's shareholders.

Mr Brikho requested, and on 25 November 2011, had an introductory meeting with Mr Demetriou at which he provided Mr Demetriou the background for AMFW's interest in Foster Wheeler, and the rationale for making the indicative nonbinding offer. Mr Brikho reiterated the indicative nonbinding all cash offer price in the order of $30.00 per share, which he told Mr Demetriou was based on conservative assumptions, and indicated that an increase in the indicative nonbinding offer price might be possible following due diligence. Mr Demetriou explained that certainty of closing was important to Foster Wheeler, as was the amount of time between announcement and closing, and he and Mr Brikho discussed potential conditions precedent to closing of a transaction and how long an offer by AMFW would take to complete. Mr Demetriou informed Mr Brikho that AMFW needed to improve the value of its offer and discuss ways to shorten the time frame between signing and closing of a potential offer.

On 3 December 2011, Mr Brikho called Mr Demetriou to inform him that a short period of limited due diligence would enable AMFW to firm up its price, which could then be followed by confirmatory due diligence. Mr Brikho indicated that $30.00 per share represented a significant premium to Foster Wheeler's current trading range. Mr Demetriou responded that Foster Wheeler's Pre-Acquisition Board believed that this did not reflect the true value of Foster Wheeler. Mr Demetriou also stated that Foster Wheeler's Pre-Acquisition Board would evaluate AMFW's interest in Foster Wheeler at its next regular board meeting.

There was no material contact between the parties in December 2011 and January 2012.

On 1 February 2012, Mr Brikho called Mr Demetriou to discuss AMFW's offer. In that call, Mr Demetriou stated that a price materially above the indicative nonbinding $30.00 per share in cash would be required for Foster Wheeler to provide non-public due diligence material.

On 2 February 2012, representatives from AMFW, including Mr Brikho, Ian McHoul, Chief Financial Officer, and Neil Bruce, then-Chief Operating Officer, met with Mr Masters, Mr della Sala and Franco Baseotto, Executive Vice President, Chief Financial Officer and Treasurer from Foster Wheeler to discuss recent developments, the rationale for a potential combination of the two businesses and the general business outlook of Foster Wheeler (which discussion did not include any reference to quantitative guidance, forecasts or projections for Foster Wheeler's future financial or operating performance). AMFW believed a potential acquisition of Foster Wheeler would strengthen AMFW's Oil & Gas business, expand its geographic footprint and add a profitable power equipment business to its operations.

On 29 February 2012, Mr Brikho had a telephone call with Mr Masters in which Mr Masters stated that the position of the Foster Wheeler Pre-Acquisition Board was that Foster Wheeler was not for sale at the price offered by AMFW; however, Foster Wheeler was willing to have discussions if the management teams could identify ways to unlock additional value through a combination.

During March and April 2012, various meetings were held in London between members of AMFW's and Foster Wheeler's management teams, in both group and one-on-one formats, to discuss possible synergies, specific integration issues, and potential transaction structures. These included a meeting between Mr McHoul and Mr Baseotto on 29 March 2012 regarding corporate functions, costs, financial processes and tax planning; a meeting between Mr Bruce and Mr della Sala on 30 March 2012 regarding the business outlook for each division of Foster Wheeler, the process of business development at Foster Wheeler and other operational issues; a telephone call among Mr McHoul, other representatives of AMFW and Mr Baseotto on 16 April 2012 regarding corporate legal structure, tax planning and tax synergies; and a meeting among Mr Brikho, Mr McHoul, Mr Masters, Mr della Sala, Mr Bruce and Mr Baseotto on 19 April 2012 to discuss possible transaction structures, additional information exchange and next steps.

On 30 May 2012, AMFW sent an indicative letter to Foster Wheeler reaffirming the indicative nonbinding all cash proposal of $30.00 per share it submitted in October 2011.

In response, Foster Wheeler ended all then-current discussions with AMFW regarding a potential business combination in a letter dated 1 June 2012. In that letter, Mr Demetriou wrote to the AMFW Board stating that the Foster Wheeler Pre-Acquisition Board had met on 30 April 2012 and rejected AMFW's indicative nonbinding offer. The Foster Wheeler Pre-Acquisition Board had concluded, after considering the advice of its financial and legal advisers that AMFW's indicative nonbinding all cash offer of $30.00 per share continued to undervalue Foster Wheeler and that it would not warrant meaningful subsequent discussions. The letter indicated that Foster Wheeler would separately request that AMFW return or destroy the information that Foster Wheeler had thus far provided (which request was made on 5 June 2012).

There was no contact between AMFW and Foster Wheeler regarding any potential business combination from June 2012 until March 2013, when Mr Brikho contacted Mr Demetriou. From March 2013 through July 2013, they communicated on several occasions to discuss the companies, market conditions and next steps, including the potential engagement of advisers in connection with a transaction. Mr Demetriou told Mr Brikho that Foster Wheeler was initiating a strategic review exercise and offered to reach out to Mr Brikho following that exercise, but he cautioned that an approach by AMFW on the same indicative terms as previously discussed would likely be rejected.

On 12 August 2013, Mr Brikho called Mr Demetriou. In this discussion, Mr Demetriou informed Mr Brikho that Foster Wheeler had engaged Goldman Sachs and J.P. Morgan as financial advisers, in connection with its ongoing review of strategic alternatives. Mr Demetriou stated that Foster Wheeler would give AMFW the opportunity to make an indicative nonbinding offer for Foster Wheeler prior to beginning an official sale process and that Foster Wheeler would give AMFW due diligence information within the following 10 days, with the expectation that AMFW would be in a position to make an indicative nonbinding offer within the following two weeks. Mr Demetriou also indicated that any proposal by AMFW would be subject to a market check.

Following this telephone call, AMFW entered into a confidentiality agreement with Foster Wheeler on 26 August 2013 and was provided with a confidential information memorandum regarding Foster Wheeler dated 28 August 2013 prepared by the management of Foster Wheeler with assistance from Goldman Sachs and J.P. Morgan. The information memorandum contained forward-looking and material non-public information, including forecasts and projections, about Foster Wheeler prepared by the management of Foster Wheeler. See "—Certain Financial Projections of Foster Wheeler". Goldman Sachs and J.P. Morgan confirmed to Bank of America Merrill Lynch, which had been engaged by AMFW as financial adviser, that AMFW would have an opportunity until 12 September 2013 to make an indicative nonbinding offer for Foster Wheeler. On 5 September 2013, Goldman Sachs and J.P. Morgan sent a preliminary process letter to Bank of America Merrill Lynch inviting AMFW to submit a preliminary proposal addressing, among others things, purchase price, basis for valuation, due diligence, timeline and sources of funds.

Also on 5 September 2013, representatives of AMFW, including Mr Brikho, Mr McHoul, Tarun Bafna, Head of M&A, François Lafaix, Head of Strategy, and Bank of America Merrill Lynch, participated in a question and answer session with Mr Masters, Mr Baseotto, Mr della Sala, Michelle Davies, Executive Vice President and General Counsel, and Gary Nedelka, Chief Executive Officer of the Global Power Group, from Foster Wheeler, Goldman Sachs and J.P. Morgan. AMFW had requested this session to discuss the business performance and outlook, including short-term and long-term positioning, the mix of services and details of Foster Wheeler's "Build, Own and Operate" assets. Following that meeting, Mr Brikho called Mr Demetriou to discuss AMFW's indicative nonbinding offer price and its implications for Foster Wheeler's exploration of strategic alternatives. Mr Brikho indicated that the AMFW Board had approved an indicative price of $33.00 per share in

cash. Mr Demetriou agreed to call the members of the Foster Wheeler Pre-Acquisition Board and to follow up with Mr Brikho the next day.

On 6 September 2013, AMFW sent Foster Wheeler a letter setting forth an all cash indicative nonbinding offer of $33.00 per share, subject to certain conditions, including the successful completion of additional due diligence. The letter indicated that the indicative nonbinding offer price represented a 38 per cent. premium over Foster Wheeler's last closing price of $23.87, and a 48 per cent. premium over Foster Wheeler's six-month volume-weighted average share price. The letter stated that AMFW intended to pay the entire purchase price in cash and, based on discussions with Bank of America Merrill Lynch, was confident of its ability to raise the requisite capital for the proposed transaction. The letter also stated that the indicative nonbinding offer would expire on 9 September 2013 and that AMFW wished to engage Foster Wheeler in direct, confidential, exclusive discussions toward the goal of consummating a binding transaction. Mr Brikho telephoned Mr Demetriou, who said that Foster Wheeler's Pre-Acquisition Board and its special projects committee would gather to discuss the indicative nonbinding offer in the next few days. Mr Demetriou said that there was no assurance with regards to Foster Wheeler not pursuing other strategic alternatives based on the indicative nonbinding offer price offered by AMFW.

On 10 September 2013, a call was held among Bank of America Merrill Lynch, Goldman Sachs and J.P. Morgan to discuss the indicative nonbinding offer proposed by AMFW. The following points were discussed:

The virtual data room, which contained limited due diligence materials regarding Foster Wheeler, opened in the early hours of 16 September 2013.

Also from September to October 2013, numerous due diligence sessions and calls took place involving various members of AMFW's and Foster Wheeler's management teams, including Mr Brikho, Mr McHoul, Mr Baseotto and Mr Masters, along with external advisers, including Linklaters LLP, legal advisers to AMFW, Freshfields Bruckhaus Deringer LLP and Freshfields Bruckhaus Deringer US LLP, or Freshfields, legal advisers to Foster Wheeler, Ernst & Young, AMFW's auditors, Bank of America Merrill Lynch, Goldman Sachs, J.P. Morgan, Bates White, AMFW's US environmental consultant, and Crowell & Moring, AMFW's US environmental counsel. During these meetings, forward-looking material non-public financial forecasts (regarding profits) substantially similar to those contained in the information memorandum were provided by Foster Wheeler to AMFW, as well as updated information on backlog, new orders, prospects and hours booked. See "—Certain Financial Projections of Foster Wheeler".

On 19 September 2013, AMFW and Foster Wheeler entered into a confidentiality agreement to allow AMFW to undertake preliminary evaluation and due diligence of certain commercially sensitive information of Foster Wheeler.

On 20 September 2013, Mr Brikho called Mr Demetriou regarding the diligence process and AMFW's request for further time to review the information provided.

On 26 September 2013, an initial draft of an Implementation Agreement was provided by Freshfields to Linklaters. An updated version of this document was provided to Linklaters on 3 October 2013, which included additional terms regarding employee benefits and share awards.

On 1 October 2013, a call initiated by AMFW was held between the management of Foster Wheeler and AMFW and their respective financial advisers to discuss in further detail some of the information provided during the previous diligence sessions. AMFW was represented by Mr Lafaix and other members of management, as well as Bank of America, with Ernst & Young LLP also attending the call. Foster Wheeler was represented by Mr Masters, Mr della Sala, and other members of management, as well as by Goldman Sachs and J.P. Morgan.

The AMFW Board called a meeting on 4 October 2013 to consider the status of AMFW's interest in the potential transaction. At the meeting, AMFW's management presented the information gathered in its due diligence exercise on Foster Wheeler. The next day, on 5 October 2013, Mr Brikho called Mr Demetriou to discuss the indicative nonbinding offer, indicating that the valuation could be reduced by $2.00 to $3.00 per share depending on the outcome of certain outstanding due diligence questions regarding Foster Wheeler's liability profile. AMFW then sent an update letter to the indicative nonbinding offer to Foster Wheeler's Pre-Acquisition Board. AMFW confirmed that it was satisfied with the business due diligence that it had conducted and that AMFW was willing to maintain its all cash indicative nonbinding offer of $33.00 per share subject to satisfaction of certain further due diligence questions focused on Foster Wheeler's liability profile (with the potential for value reduction as noted in the conversation between Mr Brikho and Mr Demetriou earlier that day). AMFW also requested two additional weeks to carry out its due diligence and to work with Foster Wheeler on an exclusive basis. Separately, Bank of America Merrill Lynch, Goldman Sachs and J.P. Morgan also discussed the indicative nonbinding offer.

Following these discussions, on 6 October 2013, Mr Demetriou called Mr Brikho and explained that Foster Wheeler's Pre-Acquisition Board had decided to begin a broader sale process and would not be prepared to grant exclusivity on the basis of the nonbinding indicative offer of 5 October 2013.

On 7 October 2013, Goldman Sachs and J.P. Morgan confirmed by telephone to Bank of America Merrill Lynch that Foster Wheeler intended to initiate a broader sale process as it had concluded that AMFW's 5 October 2013 indicative nonbinding offer price and conditionality on further due diligence (and the related potential for value reduction) could not be recommended to its shareholders; however, Goldman Sachs and J.P. Morgan explained that, concurrent with launching a broader sale process, Foster Wheeler would continue to provide AMFW with the opportunity to conduct due diligence and continue to provide responses to the questions AMFW had submitted in its indicative nonbinding offer letter of 5 October 2013.

Following submission of its 5 October 2013 indicative nonbinding offer letter, AMFW generally ceased working with external advisers on due diligence, but continued to review the business due diligence information it was provided by Foster Wheeler, while Foster Wheeler conducted its broader sale process.

On 15 October 2013, Mr McHoul and Alison Yapp, General Counsel and Company Secretary of AMFW, had a meeting in New York with Mr Masters, Mr Baseotto, Ms Davies and Foster Wheeler's advisers to discuss certain litigation matters of Foster Wheeler.

On 21 October 2013, Mr Brikho called Mr Demetriou to inquire about the status of Foster Wheeler's broader sale process, during which Mr Demetriou indicated the Foster Wheeler Pre-Acquisition Board would discuss the process at its next board meeting. This was reiterated in a telephone conversation on 5 November 2013, during which Goldman Sachs told Bank of America Merrill Lynch that Foster Wheeler had received other bids and had planned a board meeting on 7 November 2013 to discuss the bids received. Bank of America Merrill Lynch confirmed AMFW's position with respect to the indicative nonbinding offer price it had previously submitted to Goldman Sachs.

On 4 November 2013, Mr Brikho called Mr Demetriou to say that AMFW had completed the due diligence necessary to make an indicative nonbinding offer in the order of $31.80 per share in cash. Mr Brikho noted that, while this was a reduction in price from the previous indicative nonbinding offer, the reduction was less than the $2.00 per share reduction previously communicated.

In subsequent telephone conversations between Mr Brikho and Mr Demetriou in early November 2013, they discussed the potential for a revised indicative nonbinding offer price and certain matters relating to Foster Wheeler's liability profile. Mr Demetriou also said that Foster Wheeler could not entertain offers below $33.00 per share and that Foster Wheeler planned to continue with its broader sale process. During the period of time when Foster Wheeler convened its sale process, AMFW had limited due diligence-related engagement with Foster Wheeler.

On 10 November 2013, Mr Demetriou reiterated to Mr Brikho over the telephone that Foster Wheeler would not accept any offer below $33.00 per share in an all cash offer and that, if Foster Wheeler could not achieve that price during the process, Foster Wheeler would not sell the company at that time. Mr Demetriou also informed Mr Brikho that, in an all cash transaction, $33.00 per share remained the starting point for discussions between the parties.

On 22 November 2013, Mr Brikho called Mr Demetriou, who again told Mr Brikho that AMFW's indicative nonbinding offer must be at least, in an all cash transaction, $33.00 per share. Mr Brikho stated that the AMFW Board would not support an all cash offer of $33.00 per share but raised the possibility of a partial or all stock transaction. Mr Demetriou said that AMFW was welcome to make such a proposal for Foster Wheeler's Pre-Acquisition Board's consideration.

On 26 November 2013, The Times published an article referring to a potential sale of Foster Wheeler to AMFW and, subsequently, articles were released referencing other bidders rumoured to be involved in a broader sale process. Both AMFW and Foster Wheeler declined to comment on the articles at that time. The closing price of Foster Wheeler's shares on 26 November 2013 (which was the last trading day prior to The Times article) was $28.73. The closing price of Foster Wheeler's shares on 27 November 2013 was $30.49.

From early November to early December 2013, calls and discussions took place between Goldman Sachs and Bank of America Merrill Lynch, regarding the indicative nonbinding offer price of $33.00 per share (and the related potential value reduction). Goldman Sachs and Bank of America Merrill Lynch discussed the possibility of altering the consideration of a potential indicative nonbinding offer by AMFW to include offering AMFW securities to Foster Wheeler shareholders in conjunction with a revised offer price of $32.00 per share. Goldman Sachs subsequently confirmed to Bank of America Merrill Lynch that Foster Wheeler would not accept the indicative nonbinding offer and that it would continue with its sale process and that other bidders were conducting due diligence.

On 13 December 2013, in advance of Foster Wheeler's board meeting, AMFW, which did not believe it had achieved satisfactory resolution of certain due diligence questions contained in the 5 October letter required to maintain the $33.00 per share indicative nonbinding offer, sent Foster Wheeler's Pre-Acquisition Board a revised indicative nonbinding offer letter proposing $31.00 per share, consisting of $18.50 in cash and $12.50 in new AMFW securities to be issued directly to Foster

Wheeler shareholders. The proposal indicated that, as a result of such transaction, Foster Wheeler shareholders would hold approximately 20 per cent. of the combined company. Subsequently, Mr Demetriou and Mr Brikho spoke to discuss the terms of AMFW's indicative nonbinding offer, including the price and form of consideration. On 19 and 20 December 2013, Mr Brikho organised calls with Mr Demetriou to discuss the possibility of future negotiations and Mr Brikho indicated to Mr Demetriou that there might be some flexibility in AMFW's indicative nonbinding offer price, provided that the parties could meet in person to negotiate.

On 20 December 2013, Bank of America Merrill Lynch informed Freshfields, Goldman Sachs and J.P. Morgan that, following the 26 November press reports of a possible transaction between Foster Wheeler and AMFW, the UK Listing Authority, or the UKLA, AMFW's primary securities regulator, had indicated that further discussions between AMFW and Foster Wheeler could not take place without a public announcement. In conversations later that week, Bank of America Merrill Lynch informed Goldman Sachs and J.P. Morgan that, in order to comply with UKLA disclosure rules, any further meeting between AMFW and Foster Wheeler to discuss a transaction would likely require an initial public announcement of the meeting, as well as another public announcement following such meeting disclosing whether or not there had been agreement between Foster Wheeler and AMFW.

On 6 January 2014, representatives of Bank of America Merrill Lynch updated representatives of Goldman Sachs on their further conversations with the UKLA. Bank of America Merrill Lynch informed Goldman Sachs that AMFW and Foster Wheeler could meet over a weekend (following the close of trading in the US markets) without the need for a prior announcement. Bank of America Merrill Lynch further informed Goldman Sachs that, if an agreement in principle were reached or if talks were still ongoing as of the re-opening of markets in the United Kingdom, then AMFW would be required to make an announcement, and that if no agreement were reached and the parties ceased discussions over that weekend, then no announcement would be required, but the UKLA would require an announcement if talks then resumed.

Around this time, Mr Demetriou and Mr Brikho spoke, and Mr Demetriou indicated that an offer of $31.00 per Foster Wheeler share was not acceptable, but that he believed, given the work to date, that it would be worth convening an in person meeting of the principals to consider if mutually agreeable terms could be reached. Following further discussions between Mr Demetriou and Mr Brikho, and Goldman Sachs and Bank of America Merrill Lynch, it was agreed that AMFW and Foster Wheeler would meet in London on 11 January 2014, with the intention of attempting to negotiate and agree on final nonbinding terms.

After three weeks of discussions between AMFW and Foster Wheeler relating to process matters only, meetings and calls were held between the parties in London at Freshfields' office over the weekend of 11-12 January 2014. Mr Brikho, Mr McHoul, Mr Bafna, Mr Lafaix and Ms Yapp were present from AMFW and Clayton C. Daley, Jr., Director, Mr Masters, Mr Baseotto and Ms Davies were present from Foster Wheeler. Linklaters, Freshfields, Bank of America Merrill Lynch, Goldman Sachs and J.P. Morgan were also present. The topics discussed covered due diligence on both Foster Wheeler and AMFW and negotiation and agreement on the non-binding terms of a potential transaction. Foster Wheeler provided AMFW with updated forward-looking, material and non-public forecasts. See "—Certain Financial Projections of Foster Wheeler".

During this weekend, AMFW made an initial proposal of $31.65 per share (comprising 60 per cent. cash and 40 per cent. AMFW securities) and no post-closing share repurchase obligation. After lengthy discussions, AMFW and Foster Wheeler reached a preliminary understanding by way of a cash and share offer by AMFW of $32.00 per share (comprising 50 per cent. cash and 50 per cent. AMFW securities). It was also agreed that Foster Wheeler would not be precluded from declaring and paying an additional $0.40 cash dividend to its shareholders.

On 13 January 2014, AMFW and Foster Wheeler executed a non-solicitation agreement, which prohibited Foster Wheeler from soliciting offers but allowed Foster Wheeler to entertain unsolicited ones, and, on that same day, the companies publicly announced that they had agreed to non-binding terms for a potential transaction, including per share transaction consideration of 0.8998 securities of AMFW common stock plus $16.00 in cash. Foster Wheeler announced that it also anticipated paying to its shareholders a pre-completion dividend of $0.40 per Foster Wheeler share.

On 16 January 2014, Mr Brikho and Mr Masters had a call to discuss progress on the transaction.

On 21 January 2014, Linklaters sent Freshfields a revised draft of the Implementation Agreement. Key revisions from the draft received from Freshfields on 3 October 2013 included (i) revision of the Minimum Tender Condition from 66²/3 per cent. proposed by Foster Wheeler to 90 per cent. (waiveable down by AMFW to 66²/3 per cent.); (ii) removal of Foster Wheeler's proposed unconditional and unqualified obligation on AMFW to implement any remedy necessary in order to obtain regulatory approval for the transaction; and (iii) replacing the mutual cost reimbursement amount of $25 million proposed by Foster Wheeler with cost reimbursement amounts of $25 million in the event payable by AMFW to Foster Wheeler and of $112 million (approximately 3.5 per cent. of the transaction value) in the event payable by Foster Wheeler to AMFW.

A virtual data room containing due diligence materials on AMFW was opened to Foster Wheeler on 23 January 2014. On 29 January 2014, AMFW and Foster Wheeler entered into a confidentiality agreement to allow Foster Wheeler to undertake preliminary evaluation and due diligence of certain commercially sensitive information of AMFW, and from 28 January to 11 February 2014, reciprocal management due diligence discussions took place involving numerous representatives from AMFW and Foster Wheeler, as well as their auditors and legal and financial advisers, including meetings between the respective management teams at Bank of America Merrill Lynch's office on 30 and 31 January 2014. During the same period, a number of calls and meetings were held between AMFW's and Foster Wheeler's finance teams, Ernst & Young and PricewaterhouseCoopers LLP, Foster Wheeler's auditors.

On 30 January 2014, Freshfields sent Linklaters a revised draft of the Implementation Agreement. Key revisions of this draft included (i) restoration of the 66²/3 per cent. Minimum Tender Condition (without waiveability); (ii) restoration of the unconditional and unqualified obligation on AMFW to implement any remedy necessary in order to obtain regulatory approval for the transaction; and (iii) restoration of the mutual cost reimbursement amount of $25 million. From 3 February to 12 February 2014, Ms Yapp and Mr Bafna, Linklaters and Homburger AG, Swiss counsel to AMFW, Merrick Kerr, Vice President of Mergers & Acquisitions, and Ms Davies, both of Foster Wheeler, Freshfields and Bær & Karrer, Swiss counsel to Foster Wheeler, met and/or spoke to negotiate these and other terms of the Implementation Agreement. Various drafts were exchanged between the legal advisers during this time reflecting the parties' previous positions with respect to the Minimum Tender Condition, obligations with respect to antitrust and regulatory risk, the amount of the cost reimbursements, as well as regarding termination rights triggers and cost reimbursement triggers, among other terms and conditions. In a draft of the Implementation Agreement dated 10 February 2014, Foster Wheeler accepted an 80 per cent. Minimum Tender Condition, waiveable down to 66²/3 per cent. by AMFW, and increased its proposed mutual cost reimbursement amount to $32 million (and this was increased to $48 million in subsequent discussions). In a draft of the Implementation Agreement dated 12 February 2014, AMFW agreed that the cost reimbursement amount would be reciprocal and should be set at £32.5 million, which was the maximum amount that AMFW could agree to under its applicable listing rules.

On 9 February 2014, Foster Wheeler's Pre-Acquisition Board met to consider the transaction in detail, and on 12 February 2014, Foster Wheeler's Pre-Acquisition Board met to consider and approve the transaction.

At that meeting, IFBC delivered its oral opinion (later confirmed in writing) that, as of the date of the written opinion and based upon and subject to the assumptions made, procedures followed, matters considered and limitations on the review undertaken by IFBC in preparing its opinion, the aggregate consideration to be received by the shareholders of Foster Wheeler in the Offer was fair, from a financial point of view, to such shareholders.

At that meeting, Goldman Sachs delivered its oral opinion to Foster Wheeler's Pre-Acquisition Board, subsequently confirmed in writing, that, as of the date of such written opinion and based upon and subject to the factors and assumptions set forth therein, the aggregate consideration to be paid to the shareholders of Foster Wheeler (other than AMFW and its affiliates) in the Offer pursuant to the Implementation Agreement was fair, from a financial point of view, to such shareholders.

At that meeting, J.P. Morgan stated that, subject to reviewing the final Implementation Agreement, it was prepared to deliver its opinion that, as of the date of the opinion and based upon and subject to the assumptions made, procedures followed, matters considered and limitations on the review undertaken by J.P. Morgan in preparing the opinion, the consideration per Foster Wheeler share together with the special dividend to be paid to the holders of Foster Wheeler shares in the proposed Offer and Squeeze-Out Merger was fair, from a financial point of view, to such holders.

Also on 12 February 2014, the AMFW Board met to consider and approve the transaction and early on 13 February 2014 AMFW and Foster Wheeler signed the Implementation Agreement.

Later on 13 February 2014, AMFW and Foster Wheeler each issued a press release announcing the signing of the Implementation Agreement and the recommended offer by AMFW for Foster Wheeler.

On 10 July 2014 Foster Wheeler held an extraordinary general meeting where Foster Wheeler shareholders approved, among other things, the following: (i) amendment of the 10 per cent. transfer restriction and the 10 per cent. voting limitation contained in Foster Wheeler's Articles of Association to remove such restriction and limitation with respect to any shareholder who, together with its affiliates, acquires more than two thirds of the Foster Wheeler shares in a successful public tender offer, and (ii) election of Messrs Tarun Bafna, Samir Brikho and Ian McHoul, nominated by AMFW pursuant to the Implementation Agreement, to the Foster Wheeler Board.

On 8 December 2014, the Foster Wheeler Board, the AMFW Board, the board of AMEC International Investments BV and the management board of Swiss MergeCo met to consider and approve the Squeeze-Out Merger and the Merger Agreement and the Merger Agreement was signed.

At the meetings of the Foster Wheeler Board and the AMFW Board, IFBC delivered its oral opinion (later confirmed in writing) that, as of such date, and based on and subject to various assumptions, matters considered and limitations described in its written opinion, the aggregate consideration to be received by the shareholders of Foster Wheeler in the Squeeze-Out Merger pursuant to the Merger Agreement was fair, from a financial point of view, to such holders.

As previously disclosed, the purpose of the Offer and the Squeeze-Out Merger is for AMFW to acquire control of, and ultimately acquire 100 per cent. ownership of, Foster Wheeler. In accordance with the terms of the Implementation Agreement, if AMFW acquired or obtained control of at least 90 per cent. of the outstanding voting rights of Foster Wheeler as a consequence of the Offer, it would

initiate a Squeeze-Out Merger pursuant to the Swiss Merger Act. After the completion of the Offer on 13 November 2014, AMFW held 95.275 per cent. of the outstanding Foster Wheeler shares. As a result, AMEC International Investments BV initiated a Squeeze-Out Merger, including the execution of a Merger Agreement, dated 8 December 2014, among Swiss MergeCo, Foster Wheeler and AMEC International Investments BV.

Foster Wheeler's Reasons for the Squeeze-Out Merger; Recommendation of the Foster Wheeler Board as to Fairness of the Squeeze-Out Merger

In evaluating the Merger Agreement and the Squeeze-Out Merger, the Foster Wheeler Board consulted with its senior management and considered a number of factors in recommending that Foster Wheeler's shareholders vote in favour of approving the Merger Agreement, including the fact that the Squeeze-Out Merger will result in the complete consolidation of Foster Wheeler into AMFW and allow for the full realisation of the benefits set out in "Information about AMFW—Acquisition of Foster Wheeler—Reasons for the Acquisition".

In addition, the Foster Wheeler Board determined that the Merger Consideration provides for a partial cash payment to Foster Wheeler shareholders of an otherwise illiquid investment given Foster Wheeler's delisting, offers Foster Wheeler shareholders an opportunity for participation in a substantially larger group of enterprises and is overall an attractive consideration for the Foster Wheeler shares.

The foregoing discussion of information and factors considered by the Foster Wheeler Board and the reasons for making its recommendations are not intended to be exhaustive, but are believed to include all of the material factors considered by the Foster Wheeler Board and the material reasons for making its recommendations. In view of the variety of factors considered in connection with its evaluation of the Squeeze-Out Merger and the related reasons for making its recommendations, the Foster Wheeler Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in and the related reasons for reaching determinations and recommendations. In addition, individual members of the Foster Wheeler Board may have given different weights to different factors and reasons. The Foster Wheeler Board conducted an overall analysis of the factors described above, including thorough discussion with, and questioning of, Foster Wheeler's senior management and outside advisers, and considered the factors overall to be favourable to, and to support, its determination.

In arriving at their respective recommendations, the directors of Foster Wheeler were aware of the interests of Foster Wheeler's directors, executive officers and affiliates as described in "Interests of Foster Wheeler, AMEC International Investments BV and AMFW and Their Directors and Officers".

After careful consideration, the Foster Wheeler Board determined: (i) that the Merger Agreement and the Squeeze-Out Merger are in the best interests of Foster Wheeler and fair to Foster Wheeler's shareholders; (ii) to approve the Merger Agreement; and (iii) to recommend that Foster Wheeler shareholders vote in favour of approving the Merger Agreement and thus the Squeeze-Out Merger.

In connection with AMFW's due diligence investigation of Foster Wheeler in August 2013, Foster Wheeler provided AMFW with certain of Foster Wheeler's senior management's internal non-public standalone financial projections for Foster Wheeler's operating performance for the years ended 31 December 2013, 2014 and 2015. These projections were also provided to Foster Wheeler's Pre-Acquisition Board and to Goldman Sachs and J.P. Morgan in connection with their advice to Foster Wheeler's Pre-Acquisition Board. In February 2014, Foster Wheeler provided AMFW with updated

projections for the years ended 31 December 2014 and 2015 for use in connection with AMFW's due diligence and analyses of AMFW's working capital requirements, and these projections were provided to Foster Wheeler's Pre-Acquisition Board and to each of Foster Wheeler's financial advisers for use in connection with the rendering of their respective fairness opinions and performing their related financial analyses.

Foster Wheeler also provided to the Foster Wheeler Board and to each of its financial advisers certain internal financial analyses and forecasts, which were in addition to the projections, prepared by Foster Wheeler's senior management for use by the financial advisers in connection with their financial analyses.

Although this information was provided to AMFW, this information has not been verified or approved by AMFW, and the AMFW Board relied on its own investigations and views of Foster Wheeler's results of operations, financial and operating condition and future prospects in considering and evaluating the Acquisition and determining the Offer price. The projections contained in this section were prepared for Foster Wheeler on the basis of its continued operation as an independent company reporting under US GAAP, and not as a part of an integrated business with AMFW, and therefore do not reflect AMFW's or AMFW's directors' view of the expected financial performance of Foster Wheeler under AMFW's ownership. Factors that AMFW might consider differently in preparing projections include, but are not limited to, (i) AMFW management's own view of Foster Wheeler's expected financial performance under AMFW's ownership; (ii) changes of strategic direction and changes to the financial and operational management of Foster Wheeler under AMFW's ownership; (iii) changes to the reporting currency of Foster Wheeler from US dollars to pounds sterling; and (iv) the fact that AMFW reports under IFRS while Foster Wheeler reports under US GAAP.

Neither AMFW nor any AMFW director was involved in the preparation and review of the projections contained in this section and AMFW's directors have not relied upon them in their evaluation of the transaction. None of AMFW, the AMFW directors or their respective advisers accepts responsibility for the accuracy, reasonableness, validity or completeness of these projections or the estimates and assumptions that underlie them.

The projections contained in this section were not prepared for the purpose of publication and should not be regarded as profit forecasts within the meaning of the UK listing rules by AMFW or any of AMFW's directors and accordingly have not been prepared to the standard required in producing a profit forecast within the meaning of the UK listing rules in the context of the transaction. Investors should read the entirety of this prospectus and should not place undue reliance on the projections in this section in making any decision about the AMFW securities to be issued pursuant to the Offer or in deciding whether or not to approve the transaction.

For information on AMFW's rationale for entering into the transactions discussed in this prospectus, see "—AMFW's Reasons for the Squeeze-Out Merger" above and "Information about AMFW—Acquisition of Foster Wheeler—Reasons for the Acquisition".

While Foster Wheeler has, in the past, provided, on an annual basis, certain quantitative guidance with respect to EBITDA margins on scope revenue by business group (the Global E&C Group and the Global Power Group) and qualitative guidance on revenue and earnings (and has periodically provided updates to such guidance in connection with its quarterly financial reporting), and did, in 2013, provide a quantitative reference for full-year earnings per share, Foster Wheeler does not, as a matter of course, otherwise publicly disclose long-term projections as to future performance or earnings due to the significant unpredictability of the underlying assumptions and estimates.

The projections were prepared solely for internal use and were not prepared with a view toward ultimate public disclosure, nor were they prepared in accordance with US GAAP, IFRS or any other generally accepted accounting principles, or with a view toward compliance with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial forecasts or projections. Neither Foster Wheeler's nor AMFW's independent public accounting firm, nor any other independent accountants, have compiled, examined or performed any procedures with respect to the projections, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and they assume no responsibility for, and disclaim any association with, the projections.

While presented with numerical specificity, the projections reflect numerous estimates and assumptions made with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to Foster Wheeler's business, including Foster Wheeler's revenues (including as expressed by its backlog), the expected profitability of ongoing projects and future project awards, liquidity, the outcomes 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, all of which are difficult to predict and many of which are beyond Foster Wheeler's control. See "Risk Factors—Risks related to the Acquisition—The projections and forecasts presented in this prospectus may not be an indication of the actual results of the Acquisition or AMFW's future results".

The projections are subjective in many respects and thus are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. As such, the projections constitute forward-looking statements and are subject to a variety of factors that could cause actual results to differ materially from the results forecasted in the projections, including, but not limited to, the factors set forth in Foster Wheeler's Form 10-K dated 27 February 2014 and the other reports filed by Foster Wheeler with the SEC and those set forth in "Cautionary Statement Regarding Forward-Looking Statements".

There can be no assurance that the financial results set out in the projections will be realised or that actual results will not be significantly higher or lower than projected.

The projections cover multiple years and such information by its nature becomes less predictable with each successive year. In addition, the projections will be affected by Foster Wheeler's ability to achieve strategic goals, objectives and targets over the applicable periods. The assumptions upon which the projections were based necessarily involve judgements with respect to, among other things, future economic, competitive and regulatory conditions and financial market conditions, all of which are difficult or impossible to predict accurately and many of which are beyond Foster Wheeler's and AMFW's control.

The projections also reflect assumptions as to certain business decisions that are subject to change and cannot, therefore, be considered a guarantee of future operating results.

Moreover, the inclusion of the projections should not be regarded as an indication that Foster Wheeler, AMFW, any of their respective advisers or anyone who received this information (or any information relating to Foster Wheeler or AMFW which may have been considered or referred to by Foster Wheeler's management in preparing such projections or evaluating the Offer) then considered, or now considers, the information necessarily predictive of actual future events.

None of Foster Wheeler, AMFW, their respective advisers or any of their affiliates intends to, and each of them disclaims any obligation to, update or revise the projections, except to the extent required by applicable law.

Certain of the projections with respect to the year ended 31 December 2013 presented below were estimates and were provided prior to Foster Wheeler's filing of Form 10-K dated 27 February 2014, and

investors are directed to the information regarding Foster Wheeler's actual financial results contained in the Form 10-K dated 27 February 2014. For a discussion of Foster Wheeler's actual results of operations for the year ended 31 December 2013, please see "Operating and Financial Review of Foster Wheeler", together with Foster Wheeler's consolidated financial statements and accompanying notes included in this prospectus.

The projections do not take into account any circumstances or events occurring after the date they were prepared or any circumstances resulting from or otherwise relating to the Offer, including the 26 November 2013 press reports, the 13 January 2014 announcement of the proposed offer or the announcement, on 13 February 2014, of the execution of the Implementation Agreement and the pending acquisition of Foster Wheeler by AMFW, or any subsequent integration activities. For example, there can be no assurance that, as a result of the public disclosures referred to above, Foster Wheeler's clients (in particular in the Global E&C Group) will not delay or cancel orders pending the consummation of the Offer. Any such delay or cancellation of orders could adversely affect Foster Wheeler's ability to achieve the results reflected in the projections. Further, the projections do not take into account the effect of the public disclosures referred to above followed by any failure of the Offer to be consummated in accordance with the terms of the Implementation Agreement, and should not be viewed as accurate or continuing in that context.

The projections should be evaluated, if at all, in conjunction with, among other things: (i) the other information regarding Foster Wheeler contained elsewhere in this prospectus; (ii) the important information and risk factors relating to the Offer, AMFW and the AMFW shares set out in this prospectus (including in the section entitled "Risk Factors—Risks related to the Acquisition—The projections and forecasts presented in this prospectus may not be an indication of the actual results of the Acquisition or AMFW's future results"); and (iii) the historical financial statements and other information regarding Foster Wheeler and its business and results of operations contained in its public filings with the SEC.

In light of the foregoing factors and the uncertainties inherent in these forecasts and projections, Foster Wheeler shareholders are cautioned not to place undue, if any, reliance on such information.

Adjusted EBITDA, as used in the projections, is a supplemental financial measure not defined in generally accepted accounting principles, or US GAAP. Foster Wheeler defines Adjusted EBITDA as "net income attributable to Foster Wheeler AG" from continuing operations before interest expense, net asbestos-related provision, income taxes, depreciation and amortisation. Foster Wheeler has presented Adjusted EBITDA because it believes it is an important supplemental measure of operating performance and it was provided to its financial advisers, the Foster Wheeler Board and AMFW in connection with the Offer.

Foster Wheeler believes that the line item (on its consolidated statement of operations) entitled "net income attributable to Foster Wheeler AG" is the most directly comparable US GAAP financial measure to Adjusted EBITDA. Because Adjusted EBITDA is not a measure of performance calculated in accordance with US GAAP, investors should not consider it in isolation of, or as a substitute for, net income attributable to Foster Wheeler AG as an indicator of operating performance or any other US GAAP financial measure.

Adjusted EBITDA, as calculated by Foster Wheeler, may not be comparable to similarly titled measures employed by other companies. In addition, investors are cautioned that this measure does not necessarily represent funds available for discretionary use, and is not necessarily a measure of the company's ability to fund its cash needs. Because Adjusted EBITDA excludes certain financial information that is included in "net income attributable to Foster Wheeler AG" (on its consolidated

statement of operations), investors reviewing this financial information should consider the type of events and transactions that are excluded as follows:

	Projections provided 28 August 2013									Projections provided 14 February 2014						Projections provided August 2014

	Year ending 31 December									Year ending 31 December						Year ending 31 December
	2013 E			2014 E			2015 E			2014 E			2015 E			2014 E			2015 E
	($ millions) (unaudited)
Adjusted EBITDA from continuing operations:
Global E&C Group		211			253			319			252			314			232			280
Global Power Group		156			140			161			133			159			151			150
C&F Group		(82	)		(80	)		(82	)		(75	)		(77	)		(75	)		(78	)

EBITDA from continuing Operations		285			313			398			310			396			308			352
Less: Asbestos provision		(8	)		8			8			8			8			7			8
Less: Interest expense		11			11			13			12			12			6			7
Less: Depreciation and amortisation		61			58			58			59			60			57			53
Less: Provision for income taxes		52			60			80			60			79			50			69
Income from continuing operations attributable to Foster Wheeler AG		169			176			239			171			237			188			215

Income/(loss) from discontinued operations attributable to Foster Wheeler AG		3			—			—			—			—			—			—

Net income attributable to Foster Wheeler AG		172			176			239			171			237			188			215

Foster Wheeler provided the following internal non-public standalone financial projections of Foster Wheeler's operating performance for the financial years ended 31 December 2013, 2014 and 2015 to AMFW on 28 August 2013.

In connection with the preparation of a working capital report, during February 2014, Foster Wheeler provided AMFW with the following internal non-public standalone financial projections of Foster Wheeler's operating performance for the financial years ended 31 December 2014 and 2015, which were also provided to the Foster Wheeler Board and to Foster Wheeler's financial advisers for use in connection with the rendering of their respective financial opinions and performing the related analyses.

Also in connection with the preparation of a working capital report, in August 2014, Foster Wheeler provided AMFW with the following internal non-public standalone financial projections of Foster Wheeler's operating performance for the financial years ended 31 December 2014 and 2015.

Projections Utilised in the Fairness Opinions of Goldman Sachs and J.P. Morgan

The following financial projections were utilised by Goldman Sachs and J.P. Morgan in connection with their fairness opinions:

During its evaluation of the transaction, Foster Wheeler's management prepared financial forecasts on AMFW, certain elements of which can be extracted from the financial analyses prepared by Foster Wheeler's financial advisers, or the Foster Wheeler forecasts on AMFW. These forecasts were prepared for the purpose of enabling Foster Wheeler's management and Foster Wheeler's financial advisers to

evaluate the transaction from the perspective of Foster Wheeler shareholders and were not prepared for AMFW shareholders.

AMFW's management was not involved in the preparation of, nor have they reviewed or endorsed, the Foster Wheeler forecasts on AMFW. Furthermore, AMFW's management do not have knowledge of the underlying assumptions for these forecasts nor do they have an understanding of how the forecasts were calculated. Therefore, AMFW's management is unable to comment on the validity of the Foster Wheeler forecasts on AMFW or the validity of the underlying assumptions. None of AMFW, AMFW's directors or their respective advisers accepts responsibility for the accuracy, reasonableness, validity or completeness of these forecasts or the estimates and assumptions that underlie them.

The Foster Wheeler forecasts on AMFW were not prepared for the purpose of publication and should not be regarded as profit forecasts within the meaning of the UK listing rules by AMFW or any of AMFW's directors and accordingly have not been prepared to the standard required in producing a profit forecast within the meaning of the UK listing rules in the context of the transaction. Investors should read the entirety of this prospectus and should not place undue reliance on the projections in this section in making any decision about the AMFW securities to be issued pursuant to the Offer or in deciding whether or not to approve the transaction.

At meetings of the Foster Wheeler Board and the AMFW Board held on 8 December 2014, IFBC delivered its oral opinion to the Foster Wheeler Board and the AMFW Board, confirmed by delivery of a written opinion, dated 8 December 2014, to the effect that, as of such date, and based on and subject to various assumptions, matters considered and limitations described in its written opinion, the aggregate consideration to be received by the shareholders of Foster Wheeler in the Squeeze-Out Merger pursuant to the Merger Agreement was fair, from a financial point of view, to such holders. IFBC acted as an independent fairness opinion provider and prepared its opinion according to the standards typically applied to fairness opinions in mergers governed by Swiss takeover and merger law.

The full text of IFBC's written opinion describes the assumptions made, procedures followed, matters considered and limitations on the review undertaken by IFBC. This opinion is attached as Annex D to this prospectus. IFBC's opinion was provided for the benefit of the Foster Wheeler Board and the AMFW Board in connection with, and for the purpose of, their respective evaluation of the aggregate consideration to be received by the shareholders of Foster Wheeler in the Squeeze-Out Merger pursuant to the Merger Agreement, which consideration is referred to herein as the Aggregate Consideration. IFBC's opinion letter was also addressed to, and for the information and benefit of, the Boards/Management Boards of each of Swiss MergeCo and AMEC International Investments BV. IFBC's opinion does not address the relative merits of the Squeeze-Out Merger as compared to other business or financial strategies that might be available to Foster Wheeler, nor does it address the underlying business decision of Foster Wheeler to engage in the Squeeze-Out Merger. The IFBC opinion does not constitute a recommendation to the Foster Wheeler Board or the AMFW Board or to any other persons in respect of the Squeeze-Out Merger, including as to how any shareholder of Foster Wheeler should act in respect of the Squeeze-Out Merger. Holders of Foster Wheeler shares are encouraged to read this opinion carefully in its entirety. The summary of IFBC's opinion set forth in this prospectus is qualified in its entirety by reference to the full text of its written opinion.

In connection with preparing its opinion and performing its related financial analyses, among other things, IFBC:

In connection with its review, IFBC assumed and relied upon the accuracy and completeness of all publicly available information, and all of the information supplied or otherwise made available to, discussed with, or reviewed by IFBC. With the consent of the Foster Wheeler Board and the AMFW Board, IFBC assumed and relied upon this information and did not undertake any independent verification of any such information and assumes no liability therefor. IFBC is not a legal, regulatory, accounting or tax expert and has assumed the accuracy and completeness of assessments by Foster Wheeler, AMFW and their advisers with respect to such matters. In addition, with the consent of the Foster Wheeler Board and the AMFW Board, IFBC did not make any independent evaluation or appraisal of any of the assets or liabilities, contingent or otherwise, of Foster Wheeler or AMFW, and was not furnished with any such evaluation or appraisal. IFBC did not evaluate the solvency or fair value of Foster Wheeler or AMFW under any laws or regulations relating to bankruptcy, insolvency or similar matters. With respect to financial forecasts of Foster Wheeler and AMFW referred to above, IFBC assumed, with the consent of the Foster Wheeler Board and the AMFW Board, as applicable, that they were reasonably prepared on a basis reflecting the best currently available estimates and judgments of senior management as to the future financial performance of these companies. In addition, IFBC assumed, with the approval of the Foster Wheeler Board and the AMFW Board, as applicable, that the financial forecasts and estimates referred to above would be achieved at the times and in the amounts projected. IFBC's opinion was necessarily based on economic, monetary, market and other conditions as in effect on or before 5 December 2014 (which was the last trading day prior to the date of IFBC's written opinion to the Foster Wheeler Board and the AMFW Board, and is not necessarily indicative of current market conditions), and the information available to IFBC as of 5 December 2014, and IFBC assumes no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of its opinion.

At the direction of the Foster Wheeler Board and the AMFW Board, IFBC has not been asked to pass upon, and expressed no opinion with respect to, any matter relating to the Squeeze-Out Merger other than the fairness of the Aggregate Consideration to be received by the holders of the Foster Wheeler shares, from a financial point of view IFBC did not express a view on, and its opinion does not address, the fairness of the Squeeze-Out Merger to, or any consideration received in connection therewith by, the holders of any other securities other than the Foster Wheeler shares, creditors or

other constituencies of Foster Wheeler, nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of Foster Wheeler, or any class of such persons, whether relative to the Aggregate Consideration or otherwise. IFBC's opinion does not address the relative merits of the Squeeze-Out Merger as compared to other business or financial strategies that might be available to Foster Wheeler, nor does it address the underlying business decision of Foster Wheeler to engage in the Squeeze-Out Merger. The IFBC opinion does not constitute a recommendation to the Foster Wheeler Board or the AMFW Board or to any other persons in respect of the Squeeze-Out Merger, including as to how any shareholder of Foster Wheeler should act in respect of the Squeeze-Out Merger. IFBC expressed no opinion as to the price at which shares of AMFW or Foster Wheeler will trade at any time.

For purposes of rendering its opinion, IFBC assumed, in all respects material to its analysis, that Foster Wheeler, AMFW and the other parties to the Merger Agreement will perform all of the covenants and agreements required to be performed by each under the Merger Agreement and that all conditions to the consummation of the Squeeze-Out Merger will be satisfied without material waiver or modification thereof. IFBC has further assumed that all governmental, regulatory or other consents, approvals or releases necessary for the consummation of the Squeeze-Out Merger will be obtained without any material delay, limitation, restriction or condition that would have an adverse effect on the consummation of the Squeeze-Out Merger or materially reduce the benefits to the shareholders of Foster Wheeler. IFBC has not evaluated the solvency or fair value of Foster Wheeler or AMFW under any laws or regulation relating to bankruptcy, insolvency or similar matters. For purposes of our analyses and the discussion below, references to the trading price of AMFW shares are to the price of an AMFW share on the LSE and we have assumed that one AMFW ADS is equal in value to one AMFW share.

The following is a summary of the material financial and comparative analyses that IFBC performed in connection with rendering its opinion. This summary is not a complete description of all analyses performed and factors considered by IFBC in connection with its opinion and the order of the analyses described does not represent relative importance or weight given to those analyses by IFBC. The preparation of a financial opinion is a complex process involving subjective judgments and is not necessarily susceptible to partial analysis or summary description. These analyses necessarily involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the public trading or acquisition values of the companies concerned.

IFBC believes that its analyses and the summary below must be considered as a whole and that selecting portions of its analyses and factors or focusing on information presented in tabular format, without considering all analyses and factors, or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying IFBC's analyses and opinion. IFBC did not draw conclusions from, or with regard to, any one factor or method of analysis for the purposes of its opinion, but rather arrived at its ultimate opinion based on the results of all analyses undertaken by it and assessed as a whole.

The estimates of the future performance of Foster Wheeler and AMFW prepared by each company's senior management and used in or underlying IFBC's analyses are not necessarily indicative of future results or values, which may be significantly more or less favourable than those estimates. In performing its analyses, IFBC considered industry performance, general business and economic conditions and other matters, many of which are beyond the control of Foster Wheeler and AMFW. Estimates of the financial value of companies do not purport to be appraisals or necessarily reflect the prices at which companies actually may be sold.

The Aggregate Consideration to be paid in the Squeeze-Out Merger pursuant to the Merger Agreement was determined by Foster Wheeler and AMFW, and the decision to enter into the Merger Agreement was solely that of the Foster Wheeler Board and the AMFW Board. IFBC's opinion

(including the underlying financial analyses) was only one of many factors considered by the Foster Wheeler Board and the AMFW Board in their evaluation of the Squeeze-Out Merger and should not be viewed as determinative of their views or their management with respect to Squeeze-Out Merger or the Aggregate Consideration to be received by Foster Wheeler shareholders in the Squeeze-Out Merger.

In the past two years, IFBC has not provided any financial advisory or other services to Foster Wheeler (except for its engagement by Foster Wheeler to provide a fairness opinion with respect to the consideration to be received in the Offer and related matters) or AMFW. IFBC may provide financial advisory and other services to or with respect to Foster Wheeler or AMFW or their respective affiliates in the future, for which it may receive compensation. Certain (1) of IFBC's and its affiliates' directors, officers and employees, or family members of such persons, (2) of IFBC's affiliates or related investment funds and (3) investment funds or other persons in which any of the foregoing may have financial interests or with which they may co-invest may at any time acquire, hold, sell or trade, in debt, equity and/or other securities or financial instruments (including derivatives, bank loans or other obligations) of, or investments in, Foster Wheeler, AMFW or any of their respective affiliates, or any other party that may be involved in the Squeeze-Out Merger.

IFBC is a Zurich-based internationally recognised corporate finance and financial advisory firm that is qualified by the Swiss Takeover Board to perform fairness opinions and is therefore regularly engaged to render financial opinions in connection with mergers, acquisitions and other types of transactions. Foster Wheeler and AMFW engaged IFBC based on its qualifications, expertise, independence and reputation.

IFBC performed a discounted cash flow analysis of each of Foster Wheeler and AMFW using certain financial forecasts and estimates for calendar year 2014 through calendar year 2023 prepared by senior management of each of Foster Wheeler and AMFW, and approved for IFBC's use by the Foster Wheeler Board and the AMFW Board, as applicable, each of which directed IFBC to utilise these forecasts and estimates for purposes of its analyses. IFBC considered these forecasts and estimates in relation to analyst estimates, peer group companies consensus estimates and relevant industry outlook that it deemed appropriate. A discounted cash flow analysis is a method of calculating a company's implied equity value using estimates of the future unlevered free cash flows generated by the company and taking into consideration the time value of money with respect to those future cash flows by calculating their present value. For purposes of IFBC's analyses:

Using the financial forecasts provided to IFBC and a discount rate of 13.20 per cent. (reflecting IFBC's estimate of Foster Wheeler's weighted average cost of capital), IFBC calculated the operating enterprise value of Foster Wheeler on a stand-alone basis but taking potential synergies attributable to Foster Wheeler into account, which consist of future cost savings due to the merger with AMFW. The operating enterprise value corresponds with the sum of the discounted (1) unlevered free cash flows that Foster Wheeler was forecasted to generate for the rest of 2014 and the calendar years 2015 through 2023 and (2) terminal value of Foster Wheeler as of 31 December 2023. IFBC calculated

Foster Wheeler's terminal value based on a sustainable EBITDA margin assumption determined by IFBC to be appropriate using provided historical and forecasted figures and a revenue growth rate corresponding with the long-term inflation expectations according to the International Monetary Fund, referred to as the IMF. In order to determine Foster Wheeler's implied equity value, its operating enterprise value was increased by the value of its non-operating assets as well as excess cash and then reduced by financial liabilities and certain other liabilities. The implied equity value was then divided by the number of fully diluted Foster Wheeler shares outstanding, resulting in an implied value per Foster Wheeler share of $27.38 as of 8 December 2014. In order to analyse the impact of changes to several assumptions on the implied value per Foster Wheeler share, IFBC performed a sensitivity analysis with a range of +/– 0.5 per cent. on the sustainable EBITDA margin, the sustainable growth rate and the discount rate. According to this analysis, the implied value per Foster Wheeler share as of 8 December 2014 ranged from $25.63 to $29.41.

Using the financial forecasts provided to IFBC and a discount rate of 10.70 per cent. (reflecting IFBC's estimate of AMFW's weighted average cost of capital), IFBC calculated the operating enterprise value of AMFW on a consolidated basis and taking potential synergies into account, which consist of future cost savings due to the merger with Foster Wheeler. The operating enterprise value corresponds with the sum of the discounted (1) unlevered free cash flows that AMFW was forecasted to generate for the rest of 2014 and the calendar years 2015 through 2023 and (2) terminal value of AMFW as of 31 December 2023. IFBC calculated AMFW's terminal value based on a sustainable EBITDA margin determined by IFBC to be appropriate using provided historical and forecasted figures and a revenue growth rate corresponding with the long-term inflation expectations according to the IMF. In order to determine AMFW's implied equity value, its operating enterprise value was increased by the value of its non-operating assets as well as excess cash and then reduced by its financial liabilities and certain other liabilities. Due to AMFW not owning all shares of Foster Wheeler as of the valuation date, the minority interests attributable to the remaining Foster Wheeler shareholders were then deducted. As AMFW is planning to pay an extraordinary dividend of GBP 0.148 per share to its existing shareholders, it had determined to include this additional amount as part of the Aggregate Consideration paid in the Squeeze-Out Merger pursuant to the Merger Agreement, the total amount of dividends paid after the valuation date is deducted as well. The implied equity value after subtraction of the minority interests and the extraordinary dividend payment was then divided by the number of fully diluted AMFW shares outstanding, resulting in an implied value per AMFW share of $18.85 as of 8 December 2014. In order to analyse the impact of changes to several assumptions on the implied value per AMFW share, IFBC performed a sensitivity analysis with a range of +/– 0.5 per cent. on the sustainable EBITDA margin, the sustainable growth rate and the discount rate. According to this analysis, the implied value per AMFW share as of 8 December 2014 ranged from $16.87 to $21.32.

IFBC compared selected financial data of Foster Wheeler with corresponding data for the following publicly traded companies, referred to as the Foster Wheeler Peer Group:

•

Aker Solutions

•

KBR Inc.

•

Alstom Power S.A.

•

McDermott International, Inc.

•

Andritz Group AG

•

Petrofac Ltd

•

Babcock & Wilcox Company

•

Saipem S.p.A.

•

Chicago Bridge & Iron

•

SNC Lavalin Group Inc.

•

Fluor Corporation

•

Technip

•

Graham Corp.

•

Técnicas Reunidas, SA

•

Jacobs Engineering Group Inc.

•

URS Corporation

•

John Wood Group

•

WorleyParsons Limited

In addition, IFBC compared selected financial and stock market data of AMFW with corresponding data for the following publicly traded companies, referred to as the AMFW Peer Group:

•

AECOM

•

KBR Inc.

•

Aker Solutions

•

Lycopodium

•

Alstom Power S.A.

•

McDermott International, Inc.

•

Andritz Group AG

•

Petrofac Ltd

•

Arcadis

•

RPS Group

•

Babcock & Wilcox Company

•

Saipem S.p.A.

•

Balfour Beatty

•

SNC Lavalin Group Inc.

•

Chicago Bridge & Iron

•

Subsea 7

•

Fluor Corporation

•

Technip

•

Graham Corp.

•

Técnicas Reunidas, SA

•

Grontmij

•

Tetra Tech Inc.

•

Jacobs Engineering Group Inc.

•

URS Corporation

•

John Wood Group

•

WorleyParsons Limited

For each of the selected public companies, IFBC considered, among other things, (1) market capitalisation (computed using closing stock prices as of 30 September 2014), (2) enterprise values (calculated as market capitalisation, plus book value of financial liabilities, plus book value of minority interests and preferred stock, less cash and cash equivalents according to the latest available financial statements) and (3) enterprise values as a multiple of fiscal year 2013 EBITDA and estimated EBITDA for the fiscal years 2014 and 2015. Financial data for the selected public companies were based on the consensus estimates of analysts published by Bloomberg. Financial data for Foster Wheeler and AMFW were based on estimates provided by AMFW's senior management. The following table shows the

median ratio of enterprise value, also referred to as EV, to EBITDA for the selected public company peer groups:

IFBC also analysed certain transaction values in acquisition transactions that IFBC deemed relevant to consider in relation to the transaction contemplated by the Squeeze-Out Merger. With respect to the selected companies analysis summarised above and the selected transactions analysis summarised below, no company or transaction used as a comparison is either identical or directly comparable to Foster Wheeler or AMFW. See below for a listing of the 51 transactions reviewed by IFBC.

IFBC identified 47 historical transactions involving engineering and construction companies engaged in Foster Wheeler's business segments (oil & gas and power equipment). The multiples related to these transactions were provided by different financial information providers and were calculated based on the equity value plus net debt of each target company divided by the target company's EBITDA for the last reported 12 months as of the date of the transaction, excluding discontinued operations. The median of these multiples was 8.4x.

IFBC identified 51 historical transactions involving engineering, project management and consultancy companies engaged in AMFW's business segments (oil & gas, mining, clean energy, environment, infrastructure and power equipment). The multiples related to these transactions were provided by different financial information providers and were calculated based on the equity value plus net debt of each target company divided by the target company's EBITDA for the last reported 12 months as of the date of the transaction, excluding discontinued operations. The median of these multiples was 8.4x.

Applying the EBITDA multiples determined in accordance with the analyses described above to the EBITDA estimates for Foster Wheeler and AMFW resulted in the values per share as of 8 December 2014 shown in the following table:

The following table summarises the implied valuation range of (1) a Foster Wheeler share and (2) the Aggregate Consideration (assumed for this analysis to comprise 0.8998 AMFW shares after extraordinary dividend pay-out and $16.00 cash plus compensation in the amount of $0.21¹ in cash for the extraordinary dividend attributable to 0.8998 AMFW shares), which is what a Foster Wheeler shareholder would receive per Foster Wheeler share pursuant to the Merger Agreement, in each case as of 8 December 2014, derived from the different valuation analyses described above:

IFBC also calculated the premium to be paid for a Foster Wheeler share represented by (1) the value of the Aggregate Consideration as of 8 December 2014 (reduced by the proposed extraordinary dividend), based on the closing price and the 60-day value weighted average share price, referred to as VWAP, as well as the value of an AMFW share according to the discounted cash flow, referred to as DCF, valuation, and the (2) DCF value of a Foster Wheeler share as of 8 December 2014. The following table summarises these analyses:

IFBC reviewed the following 51 historical transactions involving companies engaged in Foster Wheeler's and AMFW's business segments:

Date	Target	Acquirer

Pending	Baker Hughes Incorporated	Halliburton Company	38,000
September 2014	Kentz Corporation Limited	SNC-Lavalin Group Inc.	1,565.9
June 2014	Bourbon SA	Jaccar Holdings SA	4,898.1
May 2014	Integra Group	Integra Management Holdings	212.6
December 2013	Valerus Compression Services LP (Field Solution Divisions)	Kentz Corporation Limited	435.0
November 2013	Aker Solutions ASA (Well-Intervention Services Business)	EQT VI Fund	657.5
October 2013	Aker Pusnes AS	MacGREGOR Group AB	248.0
July 2013	Clough Limited (38.4% Stake)	Murray & Roberts Holdings Limited	857.9
July 2013	Michael Baker Corporation	Integrated Mission Solutions, LLC	323.4
July 2013	Brinderson, L.P.	Aegion Corporation	150.0
July 2012	The Shaw Group Inc.	Chicago Bridge & Iron	4,249.0
June 2012	Greenvision Ambiente s.p.a. (36.22% Stake)	Ladurner Finance S.p.A.	145.6
May 2012	NPS Energy	Aker Solutions ASA	460.0
April 2012	Entrepose Contracting (19.83% Stake)	Vinci SA	569.9
February 2012	Flint Energy Services Ltd	URS Corporation	1,415.7
November 2011	Neo Structo Construction Ltd	Bilfinger SE	80.0
May 2011	Petron Engineering Construction Ltd.	KazStroyService Global B.V.	62.5
May 2011	Maritime Industrial Services Co Ltd	Lamprell PLC	370.7
April 2011	Kvaerner ASA	Aker Solutions ASA (shareholders)	374.5
February 2011	John Wood Group plc (well support division)	General Electric Company	2,800.0
December 2010	Production Services Network Limited	John Wood Group Plc	955.0
December 2010	Easternwell Group	Transfield Services Limited	589.8
July 2010	The Babcock & Wilcox Company	McDermott International, Inc.	2,730.8
June 2010	Spig s.p.a. (30% Stake)	Ambienta SgR SpA	127.7
June 2010⁽²⁾	Grontmij France	Grontmij N.V.	158.5
March 2010	Technip KTI SpA (75% Stake)	Maire Tecnimont SpA	94.5
December 2009	Hallin Marine Subsea International Plc	Superior Energy Services Inc.	176.5
November 2009	CIMC Raffles Offshore (Singapore) Limited (81.7% Stake)	Bright Day Ltd	547.2
November 2009	Precision Pipeline LLC	MasTec, Inc.	150.0

Date	Target	Acquirer

September 2009⁽²⁾	TWP Holdings (Pty) Ltd	Basil Read Holdings Limited	104.2
June 2009	Great Offshore Limited (33.85% Stake)	Eleventh Land Developers Private Ltd	761.6
June 2009	Great Offshore Limited (27.56% Stake)	Natural Power Ventures Private Limited	845.2
February 2009⁽²⁾	PT Petrosea Tbk (82% Stake)	Indika Energy Tbk, PT	147.3
January 2009	Fomento de Construcciones y Contratas SA (2x 3.4% Stake)	Royal Bank of Scotland Group Plc & Credit Agricole	15,687.2
November 2008	Ferrostaal GmbH (70% Stake)	International Petroleum Investment Company	885.5
October 2008	Wanzek Construction, Inc.	MasTec North America, Inc.	160.7
September 2008	Heurtey Petrochem SA (35% Stake)	IFP Investissements	148.5
August 2008	Indu Projects Limited (10% Stake)	CSFB Private Equity	1,216.1
March 2008	Chiyoda Corporation (23.13% Stake)	Mitsubishi Corporation	1,949.4
February 2008	Primoris Services Corporation	Rhapsody Acquisition Corporation	187.6
February 2008	Gaztransport & Technigaz SA (30% Stake)	Hellman & Friedman LLC	1,766.4
August 2007	Wirth Maschinen und Bohrgeraete Fabrik GmbH (50% Stake)	Aker Solutions ASA	70.6
July 2007⁽²⁾	DYWIDAG-Systems International GmbH	CVC Capital Partners Limited	1,906.6
June 2007	Aker Solutions ASA (16.04% Stake)	Saab AB; Investor AB; Government of Norway	6,868.6
May 2007	Washington Group International, Inc.	URS Corporation	2,671.3
May 2007	Entrepose Contracting (94.83% Stake)	Vinci SA	268.3
February 2007	Colt Engineering Corporation	WorleyParsons Limited	882.8
December 2006	McNicholas plc	Skanska AB	97.7
December 2006	Fomento de Construcciones y Contratas SA (15.07% Stake)	Inmobiliaria Colonial SA	20,686.8
April 2006	Aker Kvaerner (Pulping and Power business)	Metso Oyj	423.2
February 2006	Snamprogetti SpA	Saipem S.p.A.	493.4

In the Squeeze-Out Merger, each shareholder will receive a combination of (i) $16.00 in cash and (ii) 0.8998 AMFW securities. Shareholders whose addresses on the books and records of Foster Wheeler are outside the United States will receive the Share Consideration in the form of AMFW shares in certificated form and shareholders whose addresses on the books and records of Foster Wheeler are in the United States will receive the Share Consideration in the form of AMFW ADSs. The Cash Consideration will be increased by the Dividend Amount, which is an amount equal to a cash dividend of £0.148 announced by AMFW on 7 August 2014 (converted into US dollars based on the reference rates to be published by the European Central Bank on 5 January 2015 or, if the cash dividend is paid on another date, such other date) for each AMFW share or AMFW ADS received.

No fractional AMFW shares or AMFW ADSs will be issued to shareholders of Foster Wheeler. If, based on the exchange ratio, shareholders of Foster Wheeler would be entitled to a fractional AMFW share or AMFW ADS, such fraction will be compensated in cash in lieu of a fractional AMFW share or AMFW ADS. The cash compensation will be calculated by the exchange agent based on the share price of AMFW shares on the LSE at the close of trading on the day the Squeeze-Out Merger is registered in the Commercial Register of the Canton of Zug, Switzerland, converted based on the reference rates published by the European Central Bank on such day, and be paid out in US dollars by check together with the Cash Consideration and the Dividend Amount.

The Cash Consideration and the Share Consideration, as well as the Dividend Amount and the cash in lieu of fractional AMFW shares or AMFW ADSs will be paid to shareholders of Foster Wheeler as soon as possible following the implementation of the Squeeze-Out Merger.

Payment of the Cash Consideration will be made by way of a check delivered by the exchange agent for the applicable amount of Cash Consideration to which the shareholder of Foster Wheeler is entitled and will be mailed to the address on the books and records of Foster Wheeler. Such check will also include the Dividend Amount and the cash in lieu of fractional AMFW shares or AMFW ADSs.

Shareholders of Foster Wheeler whose addresses on the books and records of Foster Wheeler are in the United States will receive their Share Consideration in the form of AMFW ADSs issued in book-entry form as part of the Direct Registration System maintained by the exchange agent and the exchange agent will deposit the applicable number of AMFW ADSs to be registered in the shareholders' name. Shareholders of Foster Wheeler whose addresses on the books and records of Foster Wheeler are outside the United States will receive their Share Consideration in the form of certificated AMFW shares, which will be mailed to the address on the books and records of Foster Wheeler.

If the information required for the payment of the Cash Consideration and the Share Consideration is not available on the books and records of Foster Wheeler and the shareholders do not provide the information required or submit their claim for payment within ten years of the registration of the Squeeze-Out Merger in the Commercial Register of the Canton of Zug, Switzerland, AMEC International Investments BV may dispose freely of the respective AMFW shares and AMFW ADSs and the respective cash amounts.

It is expected that total funds of approximately $76 million, excluding the additional cash consideration necessary to pay the Dividend Amount, will be needed to pay the Cash Consideration and to pay the related fees and expenses of the Squeeze-Out Merger. This cash component will be financed through utilisation of the remaining funds available under the $2.26 billion credit facility, or the Debt Financing, entered into between AMFW and Bank of America Merrill Lynch International Limited, as facility agent, among others.

The obligation of the Lenders to provide funds under the Debt Financing is subject to a number of conditions. See "Material Agreements—Debt Financing".

No further governmental approvals are required for the completion of the Squeeze-Out Merger.

The suit must be filed within two months after the Squeeze-Out Merger resolution has been published in the Swiss Official Gazette of Commerce. Foster Wheeler shareholders will not be otherwise notified of the date of the expiration of their appraisal rights. An appraisal suit can be filed by shareholders who voted against the Squeeze-Out Merger, who have abstained from voting, or who have not participated in the Foster Wheeler EGM approving the Squeeze-Out Merger. If such a suit is filed, the court must assess whether the compensation paid or to be paid to the Foster Wheeler shareholders in the Squeeze-Out Merger is adequate compensation. Should the court consider the compensation in the Squeeze-Out Merger to be inadequate, the court must determine the amount of compensation due to the relevant shareholder, if any, and such court's determination will benefit all remaining Foster Wheeler shareholders in the same legal position. The filing of an appraisal suit will not prevent completion of the Squeeze-Out Merger.

As a result of the Squeeze-Out Merger, Foster Wheeler will merge with and into Swiss MergeCo. Swiss MergeCo will be the surviving corporation in the merger. All of Foster Wheeler's assets and liabilities will be transferred to Swiss MergeCo by operation of law with effect from the registration of the Squeeze-Out Merger in the Commercial Register of the Canton of Zug, Switzerland, and Foster Wheeler will be dissolved without liquidation and deleted from the Commercial Register.

The assets and liabilities of Foster Wheeler are being transferred to Swiss MergeCo at book value based on the audited merger balance sheet of Foster Wheeler as of 30 September 2014, which is

attached to the Merger Agreement and which shows assets in the aggregate amount of CHF 2,962,334,658 and liabilities in the aggregate amount of CHF 814,727,632 and thus an asset surplus of CHF 2,147,607,026. As among Foster Wheeler and Swiss MergeCo, the Squeeze-Out Merger shall have retroactive effect as of 1 October 2014. All actions of Foster Wheeler taken after 30 September 2014 are deemed to have been taken for the account of Swiss MergeCo. Swiss MergeCo accepts all changes to assets and liabilities as compared to the merger balance sheet which have occurred after 30 September 2014. The audited merger balance sheet of Foster Wheeler as of 30 September 2014 is further part of the statutory standalone interim accounts of Foster Wheeler as of 30 September 2014 which the Foster Wheeler Board asks to be approved together with the Merger Agreement.

On 13 November 2014, Foster Wheeler notified NASDAQ of its intention to delist the Foster Wheeler shares from the NASDAQ Global Select Market and, on 24 November 2014, Foster Wheeler filed a Form 25 Notification of Removal from Listing and/or Registration with the SEC. Foster Wheeler shares were delisted effective 4 December 2014.

The following summaries describe selected material provisions of the Implementation Agreement, the Debt Financing, the Merger Agreement and the Merger Report. These summaries may not contain all of the information about the relevant agreement that is important to you. You are encouraged to carefully read the Implementation Agreement, the Debt Financing, the Merger Agreement and the Merger Report in their entirety.

These summaries have been included to provide you with information regarding the terms of the relevant agreement. It is not intended to provide any other factual information about AMFW or Foster Wheeler. Such information can be found elsewhere in this prospectus and in the public filings made by AMFW and Foster Wheeler with the SEC, which are available without charge through the SEC's website at http://www.sec.gov. See "Additional Information for Security Holders—Where You Can Find More Information".

Foster Wheeler shareholders who tendered their Foster Wheeler shares into the Offer had the right to elect to receive either cash or AMFW securities, which, at the election of tendering Foster Wheeler shareholders, will be issued in the form of AMFW shares or AMFW ADSs, for each Foster Wheeler held, meaning that each tendering Foster Wheeler shareholder could have elected to receive his or her Offer consideration entirely in cash, entirely in AMFW securities or in a combination of cash and AMFW securities, subject in each case to proration procedures. Tendering Foster Wheeler shareholders could have also chosen to make no election.

The Offer price was to be equitably adjusted to the extent appropriate to reflect the effect of (i) a stock split or consolidation or other similar transactions with respect to either AMFW or Foster Wheeler; or (ii) the payment of cash or share dividends or other similar distributions with respect to AMFW or Foster Wheeler occurring or with a record date on or after the date of the Implementation Agreement but prior to the expiration of the Offer, with the exception of the cash dividend of up to $0.40 per Foster Wheeler share declared and paid by Foster Wheeler prior to completion of the Offer or, subject to and in accordance with the terms of the Implementation Agreement, certain permitted dividends by AMFW. No such adjustments were necessary.

In relation to outstanding Foster Wheeler awards granted on or before 8 November 2012:

The Implementation Agreement contains warranties made by each of AMFW and Foster Wheeler regarding aspects of their respective businesses, financial condition and structure, as well as other factors pertinent to the Offer and the Acquisition, including:

Foster Wheeler made additional warranties to AMFW in the Implementation Agreement with respect to change of control payments.

The warranties contained in the Implementation Agreement were made for the sole purpose of the Implementation Agreement as of the dates specified therein and were made solely for the benefit of the parties to the Implementation Agreement. In particular, the assertions embodied in the warranties contained in the Implementation Agreement are qualified by certain disclosures contained in this prospectus or other filings made to the UK Listing Authority or the UK Register of Companies by AMFW or to the SEC by Foster Wheeler. Moreover, certain warranties in the Implementation Agreement were used for the purpose of allocating risk between AMFW, on the one hand, and Foster Wheeler, on the other hand, rather than establishing matters as facts. Such warranties may also be subject to a contractual standard of materiality different from those generally applicable to shareholders and they will expire at the completion of the Offer and the Acquisition.

AMFW has agreed to use all reasonable endeavours to have the registration statement on Form F-4 registering the AMFW securities to be issued in connection with the Offer and the registration statement on Form F-6 registering the AMFW ADSs declared effective by the SEC as promptly as reasonably practicable after the filing thereof with the SEC and to keep these documents effective as long as is necessary to complete the Offer and the Acquisition. Foster Wheeler will be given a reasonable opportunity to review and comment on the registration statement prior to filing with the SEC. Following the time the registration statement on Form F-4 was declared effective, AMFW was obliged to, and did, file the final prospectus with the SEC. AMFW also agreed to use all reasonable endeavours to obtain the approval of the UKLA in relation to the AMFW prospectus/circular and to post these documents to AMFW shareholders.

AMFW and Foster Wheeler agreed to use all reasonable endeavours to satisfy the antitrust and CFIUS conditions to the Offer as soon as reasonably practicable and to cooperate with each other in order to allow for AMFW, Foster Wheeler or AMFW and Foster Wheeler jointly, as may have been required, to make the necessary filings as soon as reasonably practicable. AMFW and/or Foster Wheeler were not required as a condition of CFIUS approval to consent to any mitigation agreement or condition that would deprive AMFW of functional control, including the ability to direct business operations, enter into or terminate contracts, and appoint or dismiss a majority of directors, officers, or senior managers, of any of its (or any affiliates) or Foster Wheeler's (or any of its affiliates) US assets.

AMFW also agreed, in order to satisfy or procure satisfaction of the antitrust condition, to use all reasonable endeavours to implement or satisfy any disposals, conditions, obligations, terms or undertakings and to take all other reasonable steps that may be required, imposed or proposed by any relevant antitrust authority in order to obtain consent or clearance for the Acquisition from that authority, subject to certain exceptions set out in the Implementation Agreement, including exceptions for (i) licences, divestitures, transfers or disposals of assets or businesses to the extent that the revenues generated by, or attributable to, such assets or businesses were in excess of $200 million in aggregate in the fiscal year ended 31 December 2013; and (ii) restrictions that in aggregate (and together with any disposals, conditions, obligations, terms or undertakings and all other reasonable steps required, imposed or proposed by any relevant antitrust authority in order to obtain consent or clearance for the Acquisition from that authority) would reasonably be likely to cause a loss of $200 million of annual revenue for the businesses of AMFW, Foster Wheeler or any of their affiliates considered separately or together.

AMFW and Foster Wheeler agreed to keep the other party informed reasonably promptly of material or potentially material developments in relation to obtaining any antitrust clearance. All competition, antitrust and CFIUS conditions were satisfied.

Pursuant to the Implementation Agreement, in consultation with Foster Wheeler, J. Kent Masters and Stephanie S. Newby, two of the Directors of Foster Wheeler at the time of the Offer, were appointed as non-executive Directors of AMFW following the closing of the Offer and, in the case of Mr Masters on the termination of his employment with Foster Wheeler, which has not occurred yet. Following the completion of the Offer and upon their appointment becoming effective, the newly elected directors will serve on the AMFW Board together with the members of the AMFW Board at the time of the Offer, and, at the first AMFW annual general meeting following their appointment,

shall be proposed for re-election. The terms of appointment of each of the newly elected directors are no less favourable than the terms of the existing non-executive directors of AMFW.

AMFW has agreed to take all actions required under the Implementation Agreement and the Debt Financing to enable it to receive such funds necessary to enable it to pay the Offer consideration and any amounts payable to participants in a Foster Wheeler share option scheme pursuant to an offer as described in this prospectus. AMFW has also agreed that it will take all reasonable steps as are within its power as may be necessary to ensure that there will be no breach of any representation, warranty or covenant given in the Debt Financing which would entitle the relevant lender to refuse to provide funds under the Debt Financing. Foster Wheeler has agreed to use all reasonable endeavours, at the sole expense of AMFW, to provide all assistance reasonably requested by AMFW in connection with the Debt Financing.

AMFW and Foster Wheeler have agreed to consult with each other and agree on the desirability, timing and substance of any press release, public announcement, publicity statement or other disclosure relating to the Acquisition and, subject to applicable laws, stock exchange rules and the requirements of any governmental authority, neither AMFW nor Foster Wheeler will make any such public disclosures without the prior consent of the other party, which shall not be unreasonably withheld or delayed, as to the timing of such disclosure, extent of distribution and form and substance thereof.

AMFW has agreed that during the 12-month period following completion of the Offer it will not reduce any of the key employment terms of any Foster Wheeler employee or otherwise amend the terms to the detriment of any Foster Wheeler employee. Any eligible Foster Wheeler employee whose employment is terminated involuntarily and without cause by AMFW (or by Foster Wheeler at the request of AMFW), including constructive dismissal, on or before 31 December 2014, will be entitled to receive a bonus, pro rated on a time basis up to the date on which their employment was terminated. The performance criteria for such bonuses shall be calculated by reference to results as at the last complete financial quarter prior to the closing of the Offer.

AMFW's obligation to accept for payment or pay for any Foster Wheeler shares tendered pursuant to the Offer was subject to the satisfaction or, to the extent permitted by law, waiver of certain conditions, all of which were satisfied.

Foster Wheeler agreed that it would, and would cause its subsidiaries to, during the period from the date of the Implementation Agreement until the date of completion of the Offer, except as expressly contemplated or required by the Implementation Agreement, required by law or agreed to in writing by AMFW:

Foster Wheeler also agreed that it would not, and would not permit its subsidiaries to, during the period from the date of the Implementation Agreement until the date of completion of the Offer, except as expressly contemplated or required by the Implementation Agreement, required by law or agreed to in writing by AMFW, take certain actions with respect to the conduct of its or their operations. These obligations expired upon completion of the Offer on 13 November 2014.

AMFW agreed that it would, and would cause its subsidiaries to, during the period from the date of the Implementation Agreement until the date of completion of the Offer, except as expressly contemplated or required by the Implementation Agreement or required by law, conduct the business of AMFW and its subsidiaries in the ordinary and usual course.

AMFW also agreed that it would not, and would not permit its subsidiaries to, during the period from the date of the Implementation Agreement until the date of completion of the Offer, except as expressly required by the Implementation Agreement, required by law or agreed to in writing by Foster Wheeler, take certain actions with respect to the conduct of its or their operations. These obligations expired upon completion of the Offer on 13 November 2014.

Foster Wheeler recommended that Foster Wheeler shareholders accept the Offer and agreed, under the Implementation Agreement, not to (i) withdraw, withhold, modify or amend its recommendation or to (ii) approve, recommend or publicly propose to recommend any "competing proposal" (as defined in the Implementation Agreement), subject to certain conditions.

Similarly, AMFW recommended that AMFW shareholders vote in favour of the Acquisition and agreed, pursuant to the Implementation Agreement, not to withdraw, withhold, modify or amend its recommendation, subject to certain conditions.

Under the Implementation Agreement, Foster Wheeler also agreed to cease and cause to be terminated all pre-existing solicitations, discussions, negotiations and communications with any persons with respect to any competing proposal, and agreed to cause its subsidiaries and representatives to do the same, subject to limited exceptions for situations in which the Pre-Acquisition Board had determined in good faith, after consultation with outside legal counsel, that failure to consider a competing proposal would have reasonably been expected to be inconsistent with its fiduciary duties under applicable laws. These limitations ceased upon completion of the Offer.

The Implementation Agreement could have been terminated by written notice at any time prior to the expiration of the initial offering period (including any extension of the initial offering period) in certain ways described in the Implementation Agreement. The termination rights, including cost reimbursement, expired on 13 November 2014.

The termination rights, other than for a final order, decree or ruling prohibiting the Offer, were not available to a party whose material breach of the Implementation Agreement was the cause of, or otherwise resulted in, such condition having become incapable of satisfaction, or, not having been satisfied, by the Longstop Date (as defined in the Implementation Agreement).

Foster Wheeler and AMFW were each required to pay the other party a cost reimbursement fee of £32.5 million in the event of certain termination events described in the Implementation Agreement.

Subject to certain exceptions (including the cost reimbursement provisions referred to above), AMFW and Foster Wheeler each paid its own costs and expenses in connection with or incidental to the Acquisition.

AMFW and Foster Wheeler have agreed that, subject to certain exceptions, the Implementation Agreement and any non-contractual obligations arising out of or in connection with the Implementation Agreement are governed by English law. The cost reimbursement fee and the definitions of "AMFW material adverse effect" and "Foster Wheeler material adverse effect" and any determination or dispute as to whether there has been or would be an "AMFW material adverse effect" or "Foster Wheeler material adverse effect" for the purpose of any provision of the Implementation Agreement was governed by the law of the state of Delaware, without regard to the conflict of laws principles thereof and the Court of Chancery of the State of Delaware shall have exclusive jurisdiction in relation to all disputes arising out of or in connection therewith. Except in accordance with the preceding sentence, the English courts will have exclusive jurisdiction in relation to all disputes arising out of or in connection with the Implementation Agreement.

On 13 February 2014, AMFW entered into a $2.16 billion credit facility agreement with Bank of America Merrill Lynch International Limited as facility agent and the Lenders as original lenders. The agreement was entered into:

On 14 July 2014, AMFW amended the Debt Financing to, among other things, increase the financing available under the revolving facility to $350 million and extend the maturity date of the revolving facility to 18 months after completion of the Offer.

The Debt Financing is divided as follows: Facility A is $250 million, Facility B is $830 million, Facility C is $830 million and the revolving facility is $350 million. The maturity date of Facility A is the earlier of 12 months after the first utilisation of Facility A or 18 months after the date of the Debt Financing. The maturity date of Facility B is 12 months after the date of the Debt Financing, or such extended maturity date as may be requested under the terms of the Debt Financing. The maturity date of Facility C is five years after the date of the Debt Financing. The maturity date of the revolving facility is 18 months after completion of the Offer. Facilities B and C may not be utilised unless a pro rata utilisation of the other facility is made at the same time. Facility A may not be utilised unless Facilities B and C have been or will be utilised in full on or prior to the date of utilisation. The revolving facility may not be utilised unless the Acquisition of Foster Wheeler shares pursuant to the Offer has or will be completed on or prior to the date of utilisation. The interest rate under the Debt

Financing is equal to the aggregate of the applicable margin plus LIBOR or EURIBOR. The margin for Facility A is between 0.50 per cent. and 1.80 per cent. per year, depending on the time elapsed from first utilisation of the facility. The margin for Facility B is between 0.90 per cent. and 2.90 per cent. per year, depending on the time elapsed from first utilisation of the facility, subject to a ratings adjustment if AMFW fails to obtain or maintain an investment grade credit rating from Moody's or S&P. The margin for Facility C is between 1.00 per cent. and 2.05 per cent. per year and for the revolving facility is between 0.70 per cent. and 1.80 per cent. per year, in each case, depending on the ratio of consolidated total net borrowings to adjusted consolidated EBITDA. In accordance with the terms of the guarantor coverage test described below, the loans made under the Debt Financing are guaranteed by certain AMFW subsidiaries.

The Debt Financing contains certain financial covenants, including the following:

The Debt Financing contains certain events of default customary for financings of this nature including payment defaults, breach of financial covenants, breach of other obligations, breach of representations and warranties, cross-default, insolvency, cessation of business, illegality, unenforceability, environmental claims and material adverse change.

In the event of a change of control (as defined in the Debt Financing), if, after 30 days of negotiation from the date AMFW gave the facility agent notice of such change of control, an agreement is not reached between AMFW and the Lenders as to the terms and conditions acceptable to all parties for continuing the Debt Financing, a Lender may, upon not less than 30 days' notice, require that its commitments are cancelled and that any amounts due to it, including accrued interest and all other amounts accrued, be immediately due and payable. Any amounts outstanding under the Debt Financing may also be subject to mandatory prepayment in certain other circumstances, including, but not limited to, illegality. AMFW may also, upon not less than five Business Days' notice to the facility agent, prepay any loan in whole or in part, provided that it is in a minimum amount of $10 million and an integral multiple of $1 million.

Swiss MergeCo and Foster Wheeler have agreed to merge pursuant to article 3, paragraph 1, subparagraph a of the Swiss Merger Act, whereby Foster Wheeler will merge into Swiss MergeCo, the surviving company, and cease to exist following the Squeeze-Out Merger. By operation of law, the assets and liabilities of Foster Wheeler will be transferred to Swiss MergeCo with effect from the registration of the Squeeze-Out Merger in the Commercial Register of the Canton of Zug, Switzerland, and Foster Wheeler will be dissolved without liquidation and deleted from the Swiss Commercial Register. Following the completion of the Squeeze-Out Merger, it is intended that the Foster Wheeler shares be deregistered under the Exchange Act and Foster Wheeler's reporting obligations under the Exchange Act be terminated.

In the Merger Agreement, the parties have represented that, as a consequence of the merger, no special benefit will be granted to the members of the managing or administrative bodies or to the managing quotaholders of Swiss MergeCo, Foster Wheeler, AMFW or AMEC International Investments BV.

The parties have also represented that no shareholders or quotaholders with unlimited liability are involved in the Squeeze-Out Merger. In addition, no rights of holders of special rights, no equity interests without voting rights and no profit-sharing certificates need to be taken into account in connection with the Squeeze-Out Merger.

Foster Wheeler and Swiss MergeCo will file the Merger Agreement and the merger resolutions as well as the other required documents for registration of the Squeeze-Out Merger with the competent Commercial Register if the following approvals are received:

At least three quarters of all quotaholders, representing at least three quarters of the quota capital of Swiss MergeCo and at least 90 per cent. of the outstanding voting rights of Foster Wheeler is required to approve the Merger Agreement. AMEC International Investments BV holds all of the quotas issued by Swiss MergeCo and, therefore, 100 per cent. of the quota capital of Swiss MergeCo and 95,397,711 Foster Wheeler shares and, therefore, 95.275 per cent. of the outstanding share capital of Foster Wheeler. This does not include 3,768,740 Foster Wheeler shares subject to notices of guaranteed delivery that were not validly tendered.

The quotaholders, shareholders, employees and creditors of Foster Wheeler and Swiss MergeCo (as applicable) will be informed and, to the extent required, consulted in accordance with the requirements of the Swiss Merger Act about the execution of the Merger Agreement and the Squeeze-Out Merger and, within this framework, documents will be submitted for inspection.

As announced by publication in the Swiss Official Gazette of Commerce No. 241 on Friday, 12 December 2014, the Merger Agreement and the merger report both dated 8 December 2014, the audit expert report pursuant to article 15 of the Swiss Merger Act dated 8 December 2014 prepared by Ernst & Young AG, Zurich, as well as the statutory standalone interim accounts as of 30 September 2014 of Foster Wheeler, and the standalone interim accounts as of 30 September 2014 of AMFW and AMEC International Investments BV and the opening balance sheet of Swiss MergeCo as of 14 November 2014, were made available for inspection at Foster Wheeler's and at Swiss MergeCo's offices, both at Lindenstrasse 10, 6340 Baar, Switzerland, as well as at AMEC International Investments BV's offices at Meander 251, 6825 MC Arnhem, the Netherlands, and at AMFW's offices at Booths Park, Chelford Road, Knutsford, Cheshire WA16 8QZ, United Kingdom. In addition, the audited statutory standalone and consolidated annual accounts and annual reports for the financial years ending on 31 December 2013, 2012 and 2011 of Foster Wheeler and AMFW, the fairness opinion letter

prepared by IFBC dated 8 December 2014, the proxy statement of Foster Wheeler regarding the Foster Wheeler EGM and the articles of association of AMFW were made available for inspection as well. All of these documents were made available and still are available for inspection for a period of at least 30 days ending on Sunday, 18 January 2015.

The Squeeze-Out Merger and the Merger Agreement (and any claims or disputes arising out of or related thereto) are in all respects governed by, and construed in accordance with, the laws of Switzerland, including all matters of construction, validity and performance, in each case, without reference to any conflict of laws rules that might lead to the application of the laws of any other jurisdiction. The exclusive place of jurisdiction for any dispute, claim or controversy arising under, out of, in connection with or related to the Merger Agreement will be the ordinary courts at the registered office of Swiss MergeCo.

On 8 December 2014, AMFW, Foster Wheeler, AMEC International Investments BV and Swiss MergeCo adopted the Merger Report in connection with the Squeeze-Out Merger. The Merger Report provides, among other things, a summary of the principal terms and conditions of the Merger Agreement, along with a summary of the rationale and consequences of the Squeeze-Out Merger, the compensation being provided to Foster Wheeler shareholders, the method of valuation used in determining the compensation and information regarding the fairness opinion provided by IFBC. This summary does not purport to be a complete description of the Merger Report, a copy of which is attached as an exhibit to this prospectus. Foster Wheeler shareholders are urged to read the Merger Report in its entirety. In the event of any discrepancy between the Merger Report and this summary, the Merger Report will control.

Swiss MergeCo was formed on behalf of AMFW by AMEC International Investments BV solely for the purposes of effecting the Squeeze-Out Merger. Swiss MergeCo was incorporated on 14 November 2014 under the laws of Switzerland and registered in the Canton of Zug. Swiss MergeCo's principal offices are located c/o Foster Wheeler at Lindenstrasse 10, 6340 Baar, Switzerland.

The quota capital of Swiss MergeCo amounts to CHF 20,000 and consists of 200 quotas at a par value of CHF 100 each. All of the outstanding quotas are owned by AMEC International Investments BV. The managing officers of Swiss MergeCo are Samir Brikho, Ian McHoul, Gert Stam and Karin Johannis.

AMEC International Investments BV was formed by AMFW to make the Offer and effect the Acquisition. AMEC International Investments BV was incorporated on 8 April 2014 under the laws of the Netherlands and registered in the Dutch Trade Register under number 60438843. AMEC International Investments BV's principal offices are located at Facility Point, Meander 251, 6825 MC Arnhem, the Netherlands.

The authorised share capital of AMEC International Investments BV amounts to €1.00 and consists of one ordinary share. All of the outstanding ordinary shares are owned by AMFW. The AMEC International Investments BV Board consists of the following four members: Ian McHoul, Alan Dick, Gert Stam and Dilian Jansen.

AMFW is a focused supplier of consultancy, engineering and project management services to its customers in the world's oil and gas, mining, clean energy, environment and infrastructure markets.

AMFW's business model seeks to ensure that it: employs talented people; is customer focused; sells the company's expertise and solutions; and seeks to adopt a "low risk" approach. AMFW operates through three geographic business units focused on bringing relevant expertise to bear for the benefit of its customers across four markets (Oil & Gas, Mining, Clean Energy and Environment & Infrastructure).

AMFW seeks to grow its business by: (i) enhancing its position in its four chosen markets; (ii) increasing its capabilities and the range of services offered to its customers; and (iii) expanding its geographic presence, particularly in the Growth Regions.

AMFW believes that the Acquisition complements its stated growth strategy and business model, and that AMFW will be well positioned to take advantage of, and create, new growth opportunities.

Specifically, AMFW expects to be able to strengthen its Oil & Gas business as it believes the Acquisition positions it to become a leading global provider of engineering and project management services across the Oil & Gas value chain, expand its geographic footprint, particularly in Growth Regions, and benefit from a strong profitable power equipment business. AMFW believes that each of these benefits will be underpinned by the combination of AMFW's and Foster Wheeler's customer-oriented, collaborative and skilled workforces and by continued adherence to AMFW's low-risk, cash-generative business model.

AMFW has identified the following as the key expected benefits of the Acquisition:

Enhancing AMFW's Market Position—Strengthening AMFW, Particularly in Oil & Gas

Expansion of AMFW's Geographic Footprint—Building Growth Regions, Creating Regional Strength and Scale

Enhancing AMFW's Services and Capabilities—Adding Foster Wheeler's Power Equipment Business

In addition to the enhanced revenue synergies described above, AMFW also believes the Acquisition offers significant cost and tax synergies.

AMFW believes that it will benefit from annualised cost synergies of at least $75 million per year. The synergy opportunities will exist across AMFW, but will likely be primarily driven by removing duplication across the businesses, at the head offices and in the key functional areas. Further synergy benefits are expected to be driven by integration of information technology platforms and greater leverage of shared services across AMFW. There may also be tax synergies depending on the ultimate operational and financial structure of the AMFW.

AMFW currently estimates that the expense of achieving the cost synergies will be $75 to $90 million over the first two years following completion of the Acquisition. AMFW anticipates that it will realise the full benefit of the cost synergies by the third year after completion of the Acquisition.

There are risks inherent in the delivery of these estimated cost and tax benefits and any of these estimates may prove to be inaccurate. For further information regarding the principal risks associated with achieving these estimates, please see "Cautionary Statement Regarding Forward-Looking Statements" and "Risk Factors—Risks related to the Acquisition—Expected cost, tax and revenue synergies in relation to the Acquisition may not be achieved or may be materially lower than has been estimated and estimated Acquisition costs may be materially higher than anticipated".

For the reasons noted above, the AMFW Board and senior management of AMFW believe that the Acquisition helps deliver on AMFW's stated strategy and will complement AMFW's focus on lowering risk and generating cash.

In particular, AMFW anticipates that the Acquisition will be double-digit earnings enhancing in the first 12 months and will exceed AMFW's immediate post-transaction cost of capital within 24 months of completion.

There are risks inherent in the delivery of these estimated earnings and they may prove to be inaccurate. For further information regarding the principal risks associated with achieving these estimates, please see "Cautionary Statement Regarding Forward-Looking Statements" and "Risk Factors—Risks related to the Acquisition—Expected cost, tax and revenue synergies in relation to the Acquisition may not be achieved or may be materially lower than has been estimated and estimated Acquisition costs may be materially higher than anticipated".

On 7 October 2014, AMFW and AMEC International Investments BV commenced the Offer and, upon expiration of the Offer on 12 November 2014, acquired 95.275 per cent. of the outstanding Foster Wheeler shares. In accordance with the terms of the Implementation Agreement, AMFW is initiating a Squeeze-Out Merger pursuant to the Swiss Merger Act. Following the completion of the Squeeze-Out Merger, Foster Wheeler will cease to exist.

AMFW believes that the Acquisition will, among other things, accelerate the achievement of AMFW's growth strategy by expanding its position in the mid and downstream Oil & Gas market and enhancing its position in the Growth Regions and Latin America.

As AMFW does not own significant physical assets or proprietary technology, AMFW's principal asset is its people. AMFW believes that its continued success depends on its people and the way in which they deliver for customers, every day, around the world. AMFW employs highly skilled engineers, project managers, consultants and scientists who create long-term customer relationships and help develop AMFW's reputation for excellence. As a result, it is important that AMFW continues to attract, develop and retain skilled employees, in particular in light of a skills shortage in many of the geographies in which AMFW operates. In 2013, AMFW recruited successfully in resource constrained markets and was able to ensure that the right skills were available at the right place and time to service its customers. This included the recruitment of almost 6,000 people in Europe, largely to support project-based activity in the UK North Sea.

The Acquisition will build on the strength of AMFW's employee base by combining two highly skilled, customer-focused workforces to provide high-value services, such as engineering, design and project management to an enlarged customer base. AMFW is expected to benefit from a combined workforce of more than 40,000 employees and the increased scale is expected to provide efficiencies, such as through increased workflow through HVDCs. AMFW will also benefit from the addition of the mid and downstream Oil & Gas expertise of current Foster Wheeler management and personnel, which AMFW expects will complement its own management's and personnel's expertise in upstream Oil & Gas to further develop its business and service offering. AMFW will continue to invest in and develop its combined workforce.

AMFW also believes that the addition of Foster Wheeler's workforce will create new expansion opportunities for AMFW. For example, in Canada, AMFW expects to combine its team of experts in engineering and project management with Foster Wheeler's LNG experience to create a new presence in the Canadian gas market. Furthermore, AMFW believes that Foster Wheeler's Global Power Group will facilitate AMFW's engineers and project managers' access to the power market, especially in Asia.

AMFW has a diversified customer base, which includes some of the largest international oil companies such as ExxonMobil and BP, mining companies such as PotashCorp, utility companies such as EDF Energy, or EDF, and government bodies such as the US Department of Defense. AMFW's top five customers accounted for approximately 25 per cent. of revenue and the remaining 15 customers in the top 20 accounted for 20 per cent. of revenue for the year ended 31 December 2013. AMFW typically leverages its reputation and long-term relationships with customers in order to secure the award of new business. Developing these long-term and worldwide relationships with customers is therefore a priority for AMFW and its success and reputation are evidenced by the high proportion of repeat business AMFW is able to generate, as well as the strength and longevity of its relationships with customers. In 2013, AMFW was able to renew a number of long-term contracts with existing

customers, win new long-term contracts and new customers and broaden its service offering to existing customers.

The development of long-term and worldwide customer relationships will continue to be a priority for AMFW following the Acquisition. The Acquisition is expected to result in the addition of new customers, particularly in the mid and downstream Oil & Gas market and from Foster Wheeler's Global Power Group, and allow a wider range of services to be offered to existing customers of both AMFW and Foster Wheeler. For example, AMFW will be able to offer its combined customer base Foster Wheeler's extensive track record of managing large-scale, reimbursable EPC contracts and AMFW's depth of experience in brownfield and environmental services businesses, the latter of which AMFW expects to expand into the mid and downstream Oil & Gas markets. AMFW will also be able to serve customers on a wider basis, further enhancing its ability to serve existing customers wherever they are located and develop new customer relationships.

AMFW provides high-value services across the lifecycle of its customers' assets and the range of services it is able to provide is similar in each market or sector. See "—AMFW's Operations—AMFW's Services" below. AMFW's expertise is in designing, delivering and maintaining strategic and complex assets, offering total life of asset support from feasibility planning through to decommissioning. AMFW has a reputation for delivering engineering solutions for complex projects and operating in remote and harsh locations. AMFW operates in its four end markets on a variety of energy and commodity projects around the world. This diversified service offering partially offsets the cyclical nature of AMFW's customers' capital expenditure plans by reducing AMFW's dependence on any one part of the energy mix. However, AMFW believes its ability to act as "One AMFW" and deliver excellence each time are key differentiators in a competitive marketplace.

The Acquisition will further strengthen AMFW's expertise by combining AMFW's and Foster Wheeler's engineering and project management experience. The addition of Foster Wheeler's mid and downstream Oil & Gas and Global Power Group expertise to AMFW's own upstream Oil & Gas and Clean Energy experience will further diversify AMFW's service offering.

AMFW's business model has a low-risk, cash-generative focus, which improves the predictability of its results. AMFW is deliberately technology independent and asset-light. In addition, AMFW has a large number of contracts, the majority of which are reimbursable contracts. While the structure of reimbursable contracts varies, these are generally less risky than lump sum contracts under which, if the contract does not occur as originally planned, AMFW cannot recover cost overruns, except to the extent they are caused by the customer or in certain other limited circumstances. In some cases, AMFW is paid its cost plus an agreed profit margin and may receive additional payments if pre-agreed targets related to key performance measures are achieved. AMFW will only take lump sum work under certain controlled circumstances. See "—Business Development and Contracts" below. AMFW's operations are both geographically and market diverse. However, AMFW uses common systems to ensure that work is delivered consistently and shared across offices. In December 2013, it opened a shared services centre in the Philippines to consolidate finance and HR administrative activities for the Growth Regions and global IT support. AMFW has increased the collaboration between offices, teams, sectors and geographies to work as "One Amec Foster Wheeler".

Following the Acquisition, AMFW expects that AMFW will continue its low-risk, cash-generative business model. One of the strengths of Foster Wheeler is that it has a similar business model to AMFW, with predominantly reimbursable contracting and an asset-light, cash-generative engineering and project management business. As at 31 December 2013, approximately 81 per cent. of AMFW's

backlog was reimbursable or similar contracts. Foster Wheeler also operates an HVDC in India, and AMFW expects to learn from Foster Wheeler's experience with its HVDCs to improve AMFW's competitiveness and collaborative capabilities.

AMFW's operations are deliberately diversified across four end-markets, each of which is expected to grow in the long-term. AMFW is positioned across these markets in order to maximise what AMFW believes to be the long-term growth potential of each market and the need for high-quality engineering and project management services in each market. AMFW's diversification ensures that it is not dependent on any one part of the energy mix or on the cyclical nature of these markets. See "—AMFW's Operations—AMFW's Markets" below.

The Acquisition is expected to add Foster Wheeler's mid and downstream capability to AMFW's existing upstream Oil & Gas position, strengthening AMFW's Oil & Gas business and enabling it to expand its operations across the whole industry value chain. AMFW also believes that the Acquisition will increase AMFW's exposure to the gas market, particularly in Canada. The addition of Foster Wheeler's Global Power Group is also expected to complement AMFW's existing position in the power sector. In addition, AMFW is expected to benefit from Foster Wheeler's expertise in petrochemicals and chemicals and add Foster Wheeler's position in pharmaceuticals with AMFW's existing positions in Clean Energy.

AMFW manages its business across three geographic business units. See "—AMFW's Operations—AMFW's Geographic Operations" below. AMFW's organisational structure is designed to promote collaboration between markets and geographies and between AMFW's teams and offices. In turn, this increases efficiency and productivity, enabling AMFW to continue to deliver excellent service to its customers. For example, since 2010, AMFW has provided services to Rio Tinto's Oyu Tolgoi copper-gold project in Mongolia. These services are generally co-ordinated from the Americas and involve employees from Australia, China, Mongolia, Canada and the United States.

The Acquisition is expected to further strengthen AMFW's geographic footprint by increasing revenues and providing scale in the Growth Regions and significantly expanding AMFW's presence in Latin America. The Acquisition is expected to double AMFW's revenues from the Growth Regions. AMFW will have a presence in Qatar, Oman and Thailand, HVDCs in India, China, Indonesia and Chile and an enhanced presence in China. The Acquisition will also allow AMFW to significantly expand AMFW's presence in Latin America, with Foster Wheeler's operations in Mexico, Colombia and Venezuela complementing AMFW's existing activities in Chile, Peru and Brazil.

Following the Acquisition, AMFW will serve customers in more than 50 countries. AMFW expects AMFW to be structured in a manner that will enable it to provide its customers with high quality service across its geographic regions and it intends to do so through a new organisational structure comprised of four business units (Americas, Northern Europe & CIS, AMEA & Southern Europe and Foster Wheeler's existing Global Power Group) supported by a prominent strategy and business development function across the four key markets (Oil & Gas, Mining, Clean Energy and Environment & Infrastructure).

AMFW's business model supports its strategy and it believes that by collaborating, improving and growing, it can ensure that it achieves its goals.

AMFW's strategy for 2015 and beyond focuses on growth. One of the key drivers for the Acquisition is to expand AMFW's global footprint into higher growth regions and build AMFW's presence in higher growth/value markets. AMFW believes that the Acquisition complements its stated growth strategy and business model, and that AMFW will be well positioned to take advantage of, and create, new growth opportunities.

AMFW will continue to look for strategic opportunities to enhance its position in its chosen markets in order to minimise risk and maximise opportunities over the long-term. In particular, following the Acquisition, AMFW will offer complementary strengths in the mid and downstream portions of the Oil & Gas value chain. The Acquisition will also add new customers in AMFW's chosen markets and capitalise on common customers. In addition, AMFW will continue to develop the expertise and skills of its combined workforce in order to allocate resources across its businesses in response to shifting customer needs. Following the Acquisition, AMFW will continue to assess changing market conditions, including any volatility and cyclicality in each of its chosen markets, in order to maintain a favourable balance of activity between these markets.

Following the Acquisition, AMFW will continue to seek to build its presence in established geographies, such as the United Kingdom and North America, as well as expand into the Growth Regions, in particular the Middle East and Australasia, and improve its position in Latin America. This may come in the form of further acquisitions or organic growth. The Acquisition is expected to double AMFW's revenues in the Growth Regions and strengthen its activities in Latin America, and is also expected to produce scale benefits by creating efficiencies, such as through increased workflow through the HVDCs. Expanding its geographic presence will also involve building AMFW's existing market positions as AMFW's customers look for a wider range of services to be packaged together. As a result, AMFW will continue to promote collaboration across markets and geographies.

Maximising growth opportunities involves ensuring that the widest range of AMFW services is provided in each of AMFW's three geographic regions and each of its four markets. In particular, this involves expanding the services offered to existing clients, a priority that the Acquisition will help to implement. The Acquisition will add Foster Wheeler's existing power equipment business to AMFW's portfolio and further diversify AMFW's core businesses. At the same time, collaborating across teams, offices, markets and geographies will be critical to providing integrated services to AMFW's combined customer base. AMFW will continue to develop its capabilities by continuing to attract, develop and retain the best people, in particular those with experience in successfully developing complex projects. Going forward, AMFW expects that strategy and business development will play a greater role across all of AMFW's business units. This will ensure that AMFW continues to develop long-term relationships with its new and existing customers.

Upon the closing of the Offer on 13 November 2014, AMFW began implementing certain processes to integrate Foster Wheeler into its existing operations. The integration process is ongoing. As part of the integration of Foster Wheeler, AMFW is reviewing the operations of the combined business to ensure that they are structured in a manner that will enable it to provide its customers with

high quality services across its geographic regions. AMFW will do so by reconstituting AMFW's geographic business units (as described below) and Foster Wheeler's existing Global Power Group.

AMFW's four business units will be (i) Americas; (ii) Northern Europe & the Commonwealth of Independent States, referred to as CIS; (iii) Asia, Middle East and Africa, referred to as AMEA & Southern Europe, and (iv) Global Power Group. The four business units will be led by the Group Presidents: Simon Naylor, John Pearson, Roberto Penno and Gary Nedelka, see "Management of AMEC International Investments BV and AMFW—Senior Management of AMFW". AMFW's new operating structure will be supported by a prominent strategy and business development function that is expected to enable it to institute a co-ordinated approach to projects and operations across the four key markets (Oil & Gas, Mining, Clean Energy and Environment & Infrastructure).

AMFW expects to implement its new operational structure in January 2015. The following is a description of AMFW's current business and operational structure.

AMFW is a focused supplier of consultancy, engineering and project management services to its customers in the world's oil and gas, mining, clean energy, environment and infrastructure markets. AMFW provides support for assets, such as upstream oil and gas production facilities, mines and nuclear power stations, throughout their lifecycle, from inception to decommissioning. AMFW provides the following services by market:

The Acquisition is expected to strengthen AMFW's mid and downstream capabilities beyond its existing upstream focus in the Oil & Gas market.

AMFW has reported on a geographic basis since 1 January 2013, reflecting the new organisational structure implemented on that date. Its geographic regions are the Americas, Europe and Growth Regions (which includes Africa, the Middle East and Australasia). This structure is designed to promote collaboration and maximise growth opportunities across AMFW's operations.

As well as strengthening AMFW's position in its core geographies, the Acquisition is expected to expand AMFW's presence in the Growth Regions and improve its position in Latin America.

AMFW currently operates in approximately 40 countries and Foster Wheeler currently operates in more than 30 countries with limited overlap between the two companies. The following map shows AMFW's current locations:

AMFW works with a wide range of customers ranging from "blue-chip companies" to national and local governments. AMFW's top 10 customers, which accounted for approximately 33 per cent. of revenue for the year ended 31 December 2013, were:

The next 10 customers accounted for approximately 12 per cent. of revenue for the year ended 31 December 2013. Another important customer for AMFW, through its interest in NMP, the parent body organisation for the Sellafield site in the United Kingdom, is the Nuclear Decommissioning Authority, or NDA.

AMFW was formed in 1982, when Fairclough Construction merged with William Press to form AMFW. The Matthew Hall Group of Companies was incorporated into the AMFW group in 1988. In recent years, AMFW has transformed its operations from a civil construction company to a consultancy, engineering and project management company through a combination of organic growth, acquisitions and divestment of non-core activities. Key acquisitions and disposals which have contributed to the evolution of AMFW's business include:

AMFW was incorporated and registered in England and Wales on 2 November 1982 as a public company limited by shares under the Companies Act 1948 to 1981 and with the registered number 01675285. AMFW is headquartered at Old Change House, 128 Queen Victoria Street,

London EC4V 4BJ, United Kingdom, its registered office is at Booths Park, Chelford Road, Knutsford, Cheshire WA16 8QZ, United Kingdom and its main telephone number is +44 (0) 20 7429 7500. AMFW shares are listed on the Official List and were admitted to trading on the main market of the LSE under the symbol "AMFW" on 2 December 1982. On 13 November 2013, AMFW changed its name from AMEC plc to Amec Foster Wheeler plc and its ticker on the LSE is now "AMFW". AMFW ADSs are traded on the NYSE under the symbol "AMFW".

AMFW seeks to maximise growth opportunities by ensuring that it provides a wide range of services to its customers in each of its four markets and three business units. AMFW focuses on delivering the "AMFW Way", which is fundamentally about improving the way AMFW delivers projects to its customers. It is not "one size fits all", it is flexible and scalable. The "AMFW Way" defines a common approach to executing projects within AMFW by combining an assurance framework for project delivery with access to a comprehensive reference framework of guidance, tools and best practice examples. Adaptability to local markets and collaboration between AMFW employees will allow AMFW to provide a tailored and flexible service offering and will enable AMFW to differentiate itself in the markets in which it operates.

AMFW provides a similar range of services to its customers in each of its four markets. These services are delivered across the life cycle of AMFW's customers' assets and range from consulting, engineering, construction and construction management to project management, operations and maintenance and decommissioning, and are often for complex projects and operations in remote and harsh locations. These services include:

AMFW provides consulting services to customers across many industry sectors. AMFW's consulting services fall into four main groups:

AMFW's engineering services are central to AMFW's ability to deliver projects to its customers in each of its markets. AMFW has expertise in various engineering disciplines including geotechnical engineering, materials engineering and engineering design. AMFW has a global network of engineering centres delivering sophisticated technical solutions to its customers in a cost-effective manner.

Therefore, engineering the AMFW way involves aspiring to provide a consistent quality of service tailored to customer needs independent of location. AMFW deploys the best mix of its capabilities through a well-integrated work share and technical performance management system that allows its engineers to work on projects across different business units. AMFW has particular expertise in undertaking large and complex projects in remote areas and in extending the life of assets in the mid to late stages of their lifecycle, for example in brownfield oil and gas operations in the UK North Sea.

AMFW provides construction and construction management services designed to enhance the quality and value of construction projects by focusing on the quality of materials, construction practices, and the level of care and quality control in the construction process. AMFW provides construction services from office locations throughout the world. AMFW's construction management professionals focus on project management, construction techniques, subcontractor management, health and safety, quality assurance and quality control. AMFW undertakes some of its construction work directly in North America and the United Kingdom and subcontracts the remaining work to third parties. AMFW provides construction management services across all four of its markets.

Project management is one of AMFW's core services which it uses to deliver its consulting, engineering and construction services to its customers. AMFW provides overall project management advice and support, health, safety, sustainability, environmental and quality direction and support, and commissioning and start-up services. AMFW has developed and refined integrated project management systems, procedures, guidance and best practice examples for the management and control of engineering, construction, procurement and commissioning of process and industrial facilities worldwide. These provide a model for AMFW's standard approach to project delivery. AMFW's project management services span all of its markets.

Hook-up services typically involve connecting the various modules/subsystems which are part of a project or connecting new installations to existing ones. Hook-up may include elements of fabrication, such as connecting pipes or welding. Commissioning takes place once a project has been constructed and involves checking, inspecting, testing and documenting the operational aspects of a project prior to handover to the customer. AMFW may provide commissioning services together with hook-up services, or as a separate service. With the acquisition of qedi in 2011, AMFW acquired proprietary technology which allows it to deliver technical standardisation across projects, improves the accuracy of planning and thereby ultimately reduces the risk of revenue or reputation losses during commissioning. The acquisition of qedi also expanded AMFW's specialist completions and commissioning capabilities.

Once built, AMFW supports the operation of its customers' assets and seeks to improve the value of these assets through enhanced production, extension of the life of the asset and reduced operating costs. AMFW's operations and maintenance services include:

AMFW's decommissioning capabilities span a number of markets. AMFW has substantial experience in nuclear decommissioning and waste management in the United Kingdom, Canada, Eastern and Western Europe and the former Soviet Union. It has capabilities spanning from initial concept through to decommissioning and clean-up. AMFW also provides in-house specialist services, such as safety case and health physics support. This may include front-end technical studies, environmental assessments, verification of cost provisions, engineering and full project execution.

AMFW operates globally in four end markets—Oil & Gas, Mining, Clean Energy and E&I—and provides similar services to its customers in each market, including environment and infrastructure services in the Oil & Gas, Mining and Clean Energy markets. The E&I market includes customers in the water, transportation/infrastructure, government services and industrial/commercial sectors. AMFW expects each of these markets to grow in the long term and has positioned itself across these markets to ensure that it benefits proportionately regardless of the relative weighting of future growth in the industry. Each market in which AMFW operates is also cyclical and AMFW's diversification ensures that it is not dependent on any one sector.

The following table presents AMFW's revenue and the percentage of revenue attributable to each market:

Population growth and increasing urbanisation are drivers of increased energy demand, according to ExxonMobil's report, "2013 The Outlook for Energy: A view to 2040". From 2010 to 2040, ExxonMobil expects a 35 per cent. growth in demand for energy, even with significant efficiency gains, and a simultaneous growth in population by more than 25 per cent., to nearly nine billion people.

The International Energy Agency (World Energy Outlook© OECD/IEA, 2013), or the IEA, sees the growth in primary energy demand coming from non-OECD countries, with China, India and the Middle East accounting for just under 60 per cent. of the increase and emerging economies overall accounting for 90 per cent. of the growth. The IEA believes that a global investment in energy supply infrastructure of approximately $37 trillion is required between 2012 and 2035, with a disproportionately high share attributable to OECD countries because of higher unit costs for capacity additions and the need to replace ageing infrastructure. The oil and gas market is expected to account for almost $19 trillion of the total investment, with most of the balance being power.

Although technology is facilitating the development of new resources, for example the development of tight oil and shale gas in North America, which are expected to allow the United States to meet its energy needs from domestic resources by 2035, the development of new sources of energy is becoming more complex because resources are increasingly located in harsh or remote regions.

AMFW is involved in both conventional onshore and offshore oil and gas projects and unconventional oil and gas projects, in particular oil sands.

The following table presents the percentage of Oil & Gas revenue attributable to each business unit:

The Oil & Gas value chain is typically divided into three segments: upstream, which involves exploration and production activities; midstream, which includes transportation and natural gas processing (i.e., gas monetisation); and downstream, which refers mainly to the refining and petrochemical industries.

Growth in the Oil & Gas market is driven by the long-term rise in energy demand. According to the IEA, oil demand is forecast to increase to 101 million barrels per day by 2035. The principal drivers of this demand are the transport and petrochemicals sectors in Asia (led by China and India) and the Middle East. For example, during 2013, China overtook the United States as the world's largest net oil importer. This demand is expected to offset the dampening effect of efficiency measures, environmental policies and relatively high prices in OECD countries.

While there is greater consistency of international crude oil prices, gas prices exhibit significant regional differences, with European prices significantly above those in the United States and significantly below those in Japan. Historically, gas-rich countries such as Russia, Qatar and Iran have seen significant economic benefits from their gas-related infrastructure. There has been a recent "revolution" caused by the production of unconventional gas, predominantly shale gas in North America and coal-bed methane in Australia and elsewhere. Natural gas is relatively more difficult to transport than oil, although liquefied natural gas, or LNG, has become well established over the last 30 years.

ExxonMobil expects natural gas to overtake coal as the number two global fuel behind oil by 2040. The IEA estimates that an annual average investment of $660 billion in upstream oil and gas activities is required for the period from 2013 to 2035 to meet the world's energy needs.

The upstream Oil & Gas market can be divided into two market segments based on the methods that are used to produce these resources: conventional oil and gas and unconventional oil and gas. Conventional oil and gas is extracted, after well drilling operations, by the natural pressure of the wells,

potentially boosted by pumping or compression operations. Unconventional oil and gas is produced using techniques such as surface mining and the injection of steam, chemicals (hydraulic fracking) or air into the rock. Unconventional oil and gas includes extra-heavy oil, natural bitumen (oil sands), shale, coal-based liquid supplies, biomass-based liquid supplies and gas to liquids. However, as economic and technological conditions evolve, resources previously categorised as "unconventional" may be considered "conventional".

The IEA estimates that oil supply will increase from 89 million barrels per day in 2012 to 101 million barrels per day in 2035. Unconventional oil including oil sands, shale derived natural gas liquids and offshore deepwater production will be key contributors to this increase while output from conventional sources will decline. The change in the production mix is driven by increased production of shale oil, Canadian oil sands, natural gas liquids and increased deepwater production in Brazil.

Oil sands are a natural mixture of sand, water, clay and bitumen, a type of heavy oil which must be removed from the sand and water before being upgraded into crude oil and other petroleum products. According to the Canadian Association of Petroleum Producers, oil sands make up almost the entirety of the proven crude oil reserves in Alberta, which are the third largest proven crude oil reserves in the world. Extraction of oil sands has historically used surface mining techniques similar to those used at open-pit mines. In-situ extraction is increasingly used and relies on various methods to liquefy and extract bitumen from underground oil sands resources.

In general, oil and gas resources are becoming increasingly difficult to extract. Projects have become larger and more complex and environmental pressures have increased. As a result, there is expected to be a shift towards more frontier and deepwater developments. Oil and gas producers increasingly require services companies like AMFW to provide experts with proven experience in delivering projects on time, on budget, without harming people or the environment. Many international oil companies, or IOCs, are reviewing their levels of upstream capital expenditure, which may impact total market growth rates. This focus may shift the balance between the number of brownfield and greenfield projects entered into by AMFW's customers. For example, IOCs may be more likely to contract for brownfield projects, which are more capital efficient. In comparison, national oil companies, or NOCs, which are generally less affected by economic conditions, in particular changes in commodity prices, have maintained or increased their capital expenditure and are becoming increasingly independent of IOCs.

Morgan Stanley's latest global exploration and production spending analysis suggests that, between 2012 and 2020, global upstream spending will grow at approximately 5.5 per cent. per year with offshore spending growth of 8.2 per cent. per year.

As existing infrastructure ages and reserves are being depleted, more sophisticated performance and efficiency improvement solutions are required, driving expenditure in brownfield operations. Concurrently with the maturation of oil and gas assets, declining reservoir production and ageing infrastructure, the number of offshore facilities has increased to over 9,000 worldwide. This has increased the focus on the offshore maintenance, modifications and operations market, which the Douglas-Westwood "MMO Report 2014" expects to be worth around $672 billion between 2014 and 2018. As the key infrastructure (e.g., export infrastructure) is already in place, brownfield modification projects can represent an attractive economic alternative to greenfield projects.

The midstream sector of the Oil & Gas market has seen significant change in recent years. Gas is seen as the cleanest fossil fuel and, as plans for new nuclear power plants have been postponed post-Fukushima, the demand for gas has increased. At the same time, an abundant supply of shale gas has become available in North America. Transportation of gas over long distances relies on costly infrastructure, in the form of pipelines and especially LNG shipping. According to Douglas-Westwood's "World LNG Market" forecast, global capital expenditure will total nearly $228 billion between 2013

and 2017, coming from both liquefaction projects and gas import terminals with both Australasia and North America playing a major role.

In the downstream market, investment in refining is driven by growth in demand for crude oil-derived products, a desire to export price-advantaged crude oil feedstock (such as in the Middle East), a need for upgrades and modernisation, particularly to handle more heavy crude, and the requirements of the petrochemical industry. Substitution by cheap and clean-burning natural gas and increased fuel efficiency have dampened refining growth in areas such as North America. AMFW expects that most investment will take place in Asia Pacific, Latin America and the Middle East. In petrochemicals, the global market is expected to grow at a compound annual growth rate of 6.7 per cent. between 2012 and 2018, according to Transparency Market Research. Major new investment in North America is being driven by the availability of cheap and plentiful shale gas, which provides feedstock advantage, and capacity expansion is also expected in the Middle East.

AMFW has traditionally focused on the upstream segment of the overall Oil & Gas market, with the majority of its revenues coming from upstream, offshore oil projects. AMFW offers a variety of services to a broad range of customers, including IOCs and NOCs and independent operators in Europe, the Americas, the Middle East, Africa, the Caspian, Southeast Asia and China. In 2013, 81 per cent. of AMFW's Oil & Gas revenues came from IOCs, compared to 15 per cent. and 4 per cent. from NOCs and independent operators, respectively. AMFW operates in every part of the project delivery phase except early cycle exploration or drilling.

In the conventional oil and gas market, AMFW provides feasibility studies, front-end engineering design, detailed engineering, project management, hook-up and commissioning and asset support services during the life of its customers' assets. These assets are largely offshore oil facilities, however, similar services are provided to onshore oil and gas facilities. AMFW conducts feasibility studies and provides front-end engineering design services for both greenfield and brownfield projects. AMFW's expertise on greenfield projects includes large and complex projects, often in deepwater and hostile conditions, around the world and it has developed a strong position in frontier regions, including the Caspian. AMFW increasingly provides more integrated solutions to new entrant operations on brownfield projects in the UK North Sea, often packaging a range of services provided across the value chain for its customers. These "concept to delivery" services often involve adapting existing facilities to cope with both mature reservoir conditions and new subsea tie-backs. Additionally, AMFW increasingly provides oil and gas services for IOCs as part of global framework agreements.

In the unconventional oil and gas market, AMFW provides project management and engineering services to the upstream surface mining Canadian oil sands sector, with a history stretching back to the world's first oil sands plant in 1967.

AMFW has historically focused on mineable oil sands, however, AMFW also has in-situ expertise, which is increasingly being used on oil sands projects. AMFW also provides environmental impact assessments and water table management on shale gas and coal bed methane projects.

AMFW currently has a limited presence in the midstream and downstream segments of the Oil & Gas value chain, although it is currently providing project management consultancy services for a new oil refinery in Kuwait and project management services at a chemical complex in China.

AMFW supports its operations in the Oil & Gas market using the full range of its environmental and infrastructure services to ensure that its customers meet and, where possible, exceed local legislation, providing them with solutions to environmental challenges.

AMFW aims to be one of the leading global providers of engineering and asset support services to the upstream offshore market. It intends to maintain a leading position in the UK North Sea and in unconventional oil and gas, while growing its brownfield engineering, in-situ oil sands and hook-up and commissioning capabilities. AMFW intends to maintain a diverse portfolio of projects, while continuing to broaden its service offering, customer base and geographic footprint.

AMFW expects that the Acquisition of Foster Wheeler will complement its existing upstream Oil & Gas position by adding mid and downstream activities and increasing AMFW's exposure to gas markets.

There is no one competitor operating in all the same markets, with the same geographic footprint and with a similar approach to risk as AMFW. AMFW differentiates itself from its competitors based on technical excellence and customer focus. AMFW's competitors include companies who operate in the upstream Oil & Gas market, such as Aker Solutions, Chicago Bridge & Iron, KBR, Fluor, Jacobs, Petrofac, Saipem, Technip, Wood Group and WorleyParsons.

AMFW provides consultancy, design, design/supply and project and construction management services to support a diverse range of mining organisations.

The following table presents the percentage of Mining revenue attributable to each business unit:

Demand in the mining market has generally increased alongside the rising demand for energy and, more generally, resources, which has in turn been driven by population growth and increasing urbanisation in emerging economies. However, the mining market has been negatively impacted by recent macroeconomic conditions, including the recent deceleration in commodity demand from China. It is expected that mining exploration spending will decrease and marginal projects will be postponed or cancelled as a result of lower commodity prices, general economic uncertainty and investor demand for mining companies to operate more efficiently in order to generate greater cash returns. The current economic uncertainty has led a number of major mining companies to announce delays to projects and cost reduction programmes. According to PwC Research, overall forecasted capital expenditure in the mining market is expected to decline by approximately 11 per cent. to $116 billion in 2014. However, the United Nations Department of Economic and Social Affairs believes that an additional 2.6 billion people in emerging markets will become urbanised by 2050, which will be a key underlying growth factor for the mining market in the long term.

Supply issues are also of increasing importance. Fewer easy-to-produce resources are leading to more challenging, complex and expensive developments in more remote and higher risk locations. New mining projects are increasingly shifting away from open pit to underground mining, which requires more logistical infrastructure and upfront capital.

AMFW provides mining consultancy (including ore resource estimation, environmental services, mine planning and feasibility studies), design and project and construction management services to a range of mining companies. AMFW's customers are predominantly mid-tier companies, defined as those with a market capitalisation between $5 billion and $40 billion, and equivalent sized private or state-owned companies. In 2013, mid-tier customers accounted for approximately 57 per cent. of AMFW's revenue in the Mining market and major mining companies, defined as those with a market capitalisation over $40 billion, and equivalent sized private or state-owned companies, accounted for approximately 13 per cent. of AMFW's revenue in the Mining market. The remaining 30 per cent. comprised small public, private and state-owned mining companies. AMFW sees further opportunities for growth by expanding its position with major mining companies.

AMFW's business is deliberately diversified across a range of different commodities. AMFW has developed technical capabilities in a number of commodities, including specialty commodities, which differentiates it from its competitors. AMFW currently has a strong position in the recent growth commodities of potash, copper, gold and iron ore. AMFW's capabilities across different commodities allow it to respond to growing demand for a particular commodity and mitigate the impact of market volatility and changing customer focus.

Although AMFW has historically focused on providing services to surface mining, it is expanding its operations to include underground mining in response to a global shift as surface mines are being depleted. AMFW is increasing its expertise in underground mining services and project management. Through this expansion, AMFW aims to leverage its specialist skills and project delivery capability with regard to surface mining to provide additional EPCM services to underground mining operations. AMFW also provides design services and supplies mining equipment.

AMFW has extensive experience in international consulting, in engineering, procurement and construction management, or EPCM, in North and South America and in projects in harsh

environments and remote locations. AMFW has an established position in Australia and is growing its business in Africa. As part of its overall growth strategy, AMFW intends to enhance its Mining capabilities, specifically with regard to underground mining and mining infrastructure, and strengthen its position in engineering, procurement and construction, or EPC, services, in response to growing demand for such services from customers looking to share risks in major projects. AMFW also intends to strengthen its large project portfolio, in order to establish itself as a Tier 1 service provider (as further explained below), increase its asset support capacity to service existing mining operations as they attempt to improve efficiency and cut costs and expand its existing design/supply capabilities into other areas of AMFW's business.

AMFW's competitors in the EPCM Mining market include Tier 1 service providers (i.e., those companies recognised as having the capability to execute large projects for mining companies anywhere in the world), such as Bechtel and Fluor and Tier 2 service providers (i.e., those companies with the capability to execute large projects only in certain locations), such as Hatch, Jacobs, SNC Lavalin and WorleyParsons. AMFW believes that none of these companies provides the same broad range of services in the Mining market as AMFW.

AMFW's operations in the Clean Energy market are in nuclear energy, renewable energy (in the form of wind, solar, biomass and biofuel projects), power and energy transmission and distribution.

The following table presents the percentage of Clean Energy revenue attributable to each business unit:

Clean energy is expected to provide an increasingly significant part of the global energy mix going forward, with growth primarily driven by concerns around security of supply, increasing demand for power and environmental concerns. However, strong growth in conventional power generation in emerging markets relative to the growth in clean energy has resulted in the proportion of clean energy as part of the global energy mix remaining steady in recent years.

The IEA expects that nuclear energy will be used to generate around 12 per cent. of the total electricity produced in 2035, which is broadly in line with today's energy generation levels. The situation of nuclear power varies from country to country as certain countries, like Germany, look to decommission their nuclear capacity, whilst others, like the United Kingdom and China, are committed to new build programmes. The United Kingdom currently has 16 nuclear reactors generating 10 gigawatts of electrical energy, around one-sixth of the United Kingdom's electricity requirements. During 2013, the British government and EDF announced that they had reached an agreement in principle on the key commercial terms for a new 3.2 gigawatt nuclear plant at Hinkley Point in Somerset, although the final investment decision has been postponed and the agreement in principle is

under review by the European Commission. Horizon and NuGen are also developing plans to build new nuclear plants in the United Kingdom. In addition, many of the world's nuclear facilities will be reaching the end of their currently permissioned life over the next 20 years. Life extensions and reactor support will be necessary to maintain Canada's 19 nuclear reactors, mostly in Ontario, which provide 15 per cent. of Canada's electricity. Likewise, around 75 per cent. of France's electricity comes from nuclear power, with an ageing fleet of 58 reactors across the country. The demand for nuclear decommissioning and waste management services is expected to increase as civilian and military nuclear assets are retired and as countries and utilities focus on managing their nuclear energy.

According to ExxonMobil, renewable energy supplies, including traditional biomass, hydro and geothermal energy, as well as wind, solar and biofuels, will contribute 15 per cent. of the global energy mix by 2040, an increase from 12 per cent. in 2010. Growth in renewables will be driven by climate change and environmental policies, energy security concerns and by price and cost developments. Both BP and the IEA predict that the proportion of fossil fuels in the overall energy mix will decrease by approximately five per cent. by 2035 as renewables continue to replace oil and coal.

AMFW provides services to nuclear and other clean energy installations, such as wind farms, solar farms, biomass and biofuel facilities and conventional power plants, as well as transmission and distribution assets. Nearly half of AMFW's revenues in the Clean Energy market for the year ended 31 December 2013 came from renewable energy while approximately one-third came from nuclear.

AMFW's expertise, technology understanding and customer relationships provide opportunities for growth in the Clean Energy market. In addition, AMFW aims to drive growth across the Clean Energy market by pursuing additional international growth opportunities. AMFW intends to defend its existing positions, particularly in nuclear, while establishing itself in new regions and developing new customer relationships, for example with major power utilities and related companies in North America.

AMFW's principal competitors in nuclear energy include Bechtel, Cavendish, CH2M HILL, Jacobs Engineering Group Inc. and URS. In power and renewables, AMFW's principal competitors are predominantly based in North America and include AECOM, Black and Veatch, Sargent & Lundy and Tetra Tech. In transmission and distribution, AMFW's main competitors are Babcock Networks, Balfour Beatty, Burn and McDonnell, Costain, Laing O'Rourke, as well as Sargent & Lundy.

The E&I market consists of the water, transportation/infrastructure, government services and industrial/commercial sectors. AMFW provides environmental consulting, geotechnical and remediation services to its other three markets, which are discussed elsewhere in this section.

The following table presents the percentage of E&I revenue attributable to each business unit:

Excluding design and construction-specific revenue, Engineering News Record estimates the global environmental consultancy market to be approximately £34 billion per year. This market has historically been large and fragmented, although there has been recent consolidation as large private sector customers are increasingly looking for seamless global project delivery.

The Environmental Analyst expects the global environmental consultancy market to grow at a compound annual growth rate of 3 per cent. over the next five years, with services related to climate change and energy expected to show particularly strong growth. Growth in the market is expected to be driven by the need for natural resources and infrastructure to meet the demands of the growing population, global resource limitations and concern over the impacts of climate change, reliability of water supplies and the need to protect coastal areas and water infrastructure, and tightening regulations and enhanced risk management. Private-sector businesses and governmental agencies will continue to devote substantial expenditures in both developed and emerging markets to meet

regulatory compliance requirements and address remediation liabilities, including large-scale radiological, chemical, and petroleum-related historic releases to soil, ground and surface water.

According to PwC, global capital project and infrastructure investment currently estimated at around $4 trillion per annum, is set to increase by as much as 6 to 7 per cent. annually between 2014 and 2025, led overwhelmingly by growth in Asian countries and especially China. Investment in the UK is forecast to grow at nearly 4 per cent. annually over this period, in line with Western Europe, while North America is expected to fare better.

AMFW provides environmental and infrastructure services across its markets and maintains a leading position and established brand in the environmental consulting market. On a standalone basis the E&I market served by AMFW consists of four sectors:

AMFW works predominantly in the United States, Canada and the United Kingdom, with an emerging presence in the Middle East, Africa and Australasia. It operates through a network of approximately 230 offices and 7,400 employees worldwide.

AMFW intends to build on its position in the environmental remediation markets in North America and the United Kingdom and leverage its E&I capabilities to expand both into specific geographies and across AMFW's other markets. AMFW aims to foster this growth through strategic investments in specific technical expertise and the establishment of relationships with peers for opportunities to cooperate on major projects. Many of E&I's existing customers in both the private and public sectors have global operations that will help facilitate global expansion.

A number of companies provide services in the E&I market, although the market is becoming increasingly less fragmented as customers look for full service providers. AMFW's principal competitors that provide environmental and infrastructure services are AECOM, Arcadis, Atkins, Balfour Beatty, CH2M HILL, Coffey International, ENVIRON, ERM, Jacobs, Golder Associates, Grontmij, Mott MacDonald, MWH Global, RPS Group, SLR, Tetra Tech, URS, WorleyParsons and WSP Environment and Energy.

As noted above, AMFW was reorganised in 2013 and is now managed on a geographic basis through three business units: the Americas, Europe and Growth Regions (which includes Africa, the Middle East and Australasia). AMFW manages legacy and non-core activities through its Investment Services business unit. The Americas is AMFW's largest business unit and AMFW expects it to remain the largest after the Acquisition. AMFW expects the Acquisition to significantly increase the scale of Growth Regions and AMFW will structure the operations of AMFW in a manner that will enable it to provide its customers with high quality service across its geographic regions and it intends to do so through a new organisational structure comprised of four business units (Americas, Northern Europe & CIS, AMEA & Southern Europe and Foster Wheeler's existing Global Power Group) supported by a prominent strategy and business development function across the four key markets (Oil & Gas, Mining, Clean Energy and Environment & Infrastructure).

AMFW's geographic structure is designed to promote collaboration across services and markets and between people, which AMFW believes improves its service offering to customers and enhances its growth opportunities. Some of AMFW's customers expect AMFW and its competitors to package a wide range of services and capabilities together. AMFW brings resources together across its markets and geographies to meet its regional needs and ensure its people are deployed on projects which maximise value for the group overall. AMFW's HVDCs in Shanghai, China; Jakarta, Indonesia; and Santiago, Chile increasingly act as hubs, working together with AMFW's offices around the world to serve customers across its business units. These HVDCs provide the same competencies, level of delivery and quality, use the same tools and have the same culture as operations elsewhere. AMFW expects the Acquisition to contribute to AMFW's collaborative capabilities by allowing AMFW to learn from Foster Wheeler's operation of its own HVDC in India.

Each business unit is led by a Group President, who reports directly to AMFW's chief executive. Each Group President is accountable for the operational and financial performance of the businesses within their business unit. There are also four market leaders who are responsible for overseeing business development, strategic development, resource allocation and key customer relationships around the world. AMFW's Project Delivery Leadership Team sits across the organisation at the global level and is responsible for ensuring that expertise and best practices are shared throughout AMFW, and that a consistent level of quality is maintained when executing projects across multiple offices and businesses.

The following table presents the key performance measures for the Americas during the six months ended 30 June 2014 and 2013 and the years ended 31 December 2013, 2012 and 2011:

AMFW has major offices in Calgary, Toronto, Saskatoon and Vancouver in Canada; Atlanta, Greenville and Houston in the United States; Santiago, Chile; and Lima, Peru.

AMFW also provides oil and gas services through joint ventures in Angola and in Rio de Janeiro, Brazil.

AMFW provides environmental and infrastructure services from local offices throughout North and South America.

AMFW is well positioned in the Oil & Gas market in the Americas. From its office in Houston, AMFW provides a broad range of services across the lifecycle of conventional oil and gas projects. AMFW provides these services to greenfield and brownfield operations, both onshore and offshore, throughout North America, including its work on the Marine Well Containment System, or MWCS, in the Gulf of Mexico, and through joint ventures, engineering and project management services to offshore conventional oil and gas projects in Angola and Brazil.

AMFW is also well positioned to provide project management, engineering and infrastructure services to the Canadian mineable oil sands and is building its in-situ experience. AMFW's expertise includes mineable and in-situ extraction, as well as pipelines, power generation and infrastructure for

bitumen extraction plants. For example, in recent years AMFW has been providing various services to Imperial Oil and ExxonMobil's initial development and expansion project at the Kearl oil sands facility.

AMFW has a strong position in mining consulting, resource evaluation, pre-feasibility studies and EPCM, in particular in Canada and South America. AMFW works globally from North America, providing its Mining services to its North American customers wherever they are in the world. AMFW maintains a diversified position across major commodities including gold, copper and iron ore, and provides services to a number of companies in the potash market in the Americas.

AMFW's operations in the Americas' Clean Energy market have been focused on growing its solar, biofuels and nuclear positions in the United States and maintaining its nuclear and wind positions in Canada. In the Americas, the market for AMFW's solar EPC business is growing. Following its acquisition of Automated Engineering Services Corp., or AES, in 2013, AMFW is also focused on expanding its position in the nuclear sector. AMFW currently provides nuclear consultancy services to brownfield nuclear projects in the United States and Canada, and has an established position in onshore wind services in Canada. AMFW is currently looking to leverage its position in air quality control systems to expand into power and the delivery of EPC services.

AMFW is a leading supplier in the E&I market across the Americas. AMFW has a strong position in the government services and industrial/commercial sectors, in which it carries out projects for the US federal, state and local governments. AMFW provides environmental, geotechnical and remediation services across its other three markets in the Americas.

AMFW's priorities in the Americas are to fully integrate its markets and services across the region, to expand into South America, to strengthen and diversify its customer base in the region and increase its collaboration with the Growth Regions. AMFW is also focused on increasing its positions in project management and construction management.

AMFW's top 10 customers in the Americas in 2013 were Canadian Natural Resources Limited, ExxonMobil, Dominion Solar, International Power, K&S Potash, MeadWestvaco, MWCC, Newmont, RTI International and Syncrude.

AMFW was initially contracted at the end of 2006 to perform pre-feasibility at the Kearl oil sands facility in Alberta, Canada for Imperial Oil, which is an open-pit oil sands mining operation. AMFW was then contracted to do front-end engineering design work in 2008, following which an umbrella contract for multiple phases, including expansion, was entered into.

The expansion phase is expected to produce oil in 2015, with capacity expected to increase through 2020. AMFW's work at Kearl is currently ongoing.

AMFW was contracted to perform design and project management services at the Legacy Project potash mine in Saskatchewan for K+S. The Legacy Project is the first new greenfield potash mine built in Saskatchewan in nearly forty years. Commissioning is targeted for the summer of 2016. Under the contract, AMFW will continue to manage all detailed design and implementation activities through to plant start-up, including detailed engineering, supply chain, health, safety, security and environment, construction management, commissioning, and project management services for the mining, processing and site infrastructure facilities.

The project was announced in February 2014 and commissioning is forecast for 2016. AMFW has provided continuous service to the Legacy Project since the end of 2011.

AMFW was contracted to perform engineering and project management services for the Kizomba Satellites project in offshore Angola for ExxonMobil. The Kizomba Satellites project is the development of satellite oil fields near the Kizomba oil field through the drilling of wells and tieback to two floating production, storage and offloading, or FPSO, vessels. The project is executed by the Paragon JV, AMFW's joint venture with Prodiaman, with support from AMFW's Houston-based offices.

The project was secured in September 2009 and is expected to be completed in 2014. It is conducted under a continuing engineering services agreement with ExxonMobil. AMFW has supported the Kizomba developments for 11 years and has performed concept, front-end engineering design and follow on engineering, as well as international procurement and supply chain management over the full life cycle of the FPSOs.

AMFW was contracted to perform the design and delivery of components of an expanded MWCS for the Marine Well Containment Company. The MWCS is being designed to enhance containment response capability to a well control incident in the Gulf of Mexico. The MWCS will be specifically designed to capture hydrocarbons from a damaged well. AMFW's role includes project management, engineering, fabrication, integration, and commissioning of modular equipment to be utilised by the capture vessels of the MWCS. The contract began in June 2011 and the final deliverable was successfully commissioned on 7 November 2014. AMFW expects to conduct minor follow-on support work on an ongoing basis through the first quarter of 2015.

AMFW was contracted to perform EPC services to design and construct a 250 megawatt solar project at Copper Mountain 3 in Nevada for Sempra US Gas & Power, or Sempra. Copper Mountain

Solar 3 is the third phase of Sempra's landmark Copper Mountain Solar complex, currently one of the largest photovoltaic solar plants in the United States. The project was secured in August 2013 and is expected to be completed in 2015.

AMFW was contracted to perform environmental and infrastructure services on more than 80 environmental remediation and stewardship projects under an alliance agreement with Honeywell. The Honeywell remediation programme addresses historic environmental liabilities at Honeywell's legacy sites throughout the United States. AMFW principally provides remediation services, including detailed engineering design, construction management and maintenance, and facility dismantlement and demolition. AMFW entered into a master service agreement with Honeywell in 2009 and work on a variety of projects under the agreement is ongoing.

AMFW was initially contracted to perform project management services for the refurbishment and upgrade of two nuclear reactors in Ontario, Canada for Bruce Power. Bruce Power had shut down the reactors in 1995 and 1996 and was returning them to operational status. AMFW was awarded the contract in 2005 to provide project management, contract management and construction management services to Bruce Power. AMFW's responsibilities also included providing engineering and design services for a variety of projects related to the reactors. Bruce Power successfully brought the two units back into operation in early 2013 to return the site to its full 6,300 megawatt output of clean energy.

The following table presents the key performance measures for Europe during the six months ended 30 June 2014 and 2013 and the years ended 31 December 2013, 2012 and 2011:

AMFW has major offices in Aberdeen, Darlington, Great Yarmouth, London, Knutsford and Birchwood in the United Kingdom, as well as smaller offices throughout Europe.

AMFW has a leading position in brownfield activities in the UK North Sea, where it has a long-standing presence in the Oil & Gas market. AMFW provides a full range of both brownfield and greenfield services including concept studies, front end, detailed and facilities engineering, procurement, project management, hook-up and commissioning, operations management and asset support. AMFW executes greenfield projects worldwide from its London office. In 2013, AMFW continued to benefit from its position in the UK North Sea.

AMFW has 60 years of experience providing services through the full lifecycle of nuclear energy from its offices in Europe (particularly in the United Kingdom) and South Africa, and has a strong position in new build, nuclear decommissioning and waste management in the United Kingdom. AMFW is also aiming to provide nuclear services in the Middle East from its European operations. The nuclear services that AMFW provides in South Africa, and aims to provide in the Middle East, are and will be provided from Europe and are recorded as revenue in Europe. AMFW has an established position in transmission and distribution in the United Kingdom. Through its transmission and distribution business, AMFW intends to establish a position in the shale gas market.

AMFW has an established position in the United Kingdom and believes that it is well positioned for future growth in the E&I market. It has strong capabilities in the water sector and is also pursuing opportunities in the remediation of contaminated land in the United Kingdom.

AMFW's priorities in Europe are to maintain and grow its UK Oil & Gas and nuclear businesses and selectively expand these internationally. By maintaining the North Sea as a key hub for its oil and gas services to greenfield and brownfield projects, AMFW intends to develop opportunities in the Norwegian waters and grow its international position in greenfield and brownfield projects. AMFW aims to provide environmental and infrastructure services to support the Growth Regions. In the nuclear market, AMFW intends to leverage its position in the United Kingdom to pursue projects in Continental Europe and the Middle East. AMFW also plans to build on its position in transmission and distribution in the United Kingdom and grow this business in Continental Europe. AMFW is also aiming to grow its water business in the E&I market.

AMFW's top 10 customers in Europe in 2013 were Bluewater, BG, BP, Britannia Operator Limited, ConocoPhillips, EDF, Fairfield Energy, GDF SUEZ, National Grid and ONEgas. The UK NDA was also a major customer of AMFW through its NMP joint venture.

AMFW was retained by BP to perform hook-up and commissioning services for the construction and installation phase of two new platforms at Clair Ridge in the UK North Sea. The two new platforms, which are designed for the harsh North Atlantic environment, are due to be installed in 2015. The contract was awarded in March 2013 and is expected to be completed in 2016.

Previously, AMFW worked on the conceptual engineering studies and the define phase of the project before delivering detailed engineering and project management services for the construction and installation phase of the two bridge-linked platforms in 2011 and 2012.

AMFW was retained by GDF SUEZ to perform hook-up and commissioning support at the Cygnus gas field in the UK North Sea for GDF SUEZ. The Cygnus gas field is the largest gas discovery in the North Sea in 25 years. The field is being developed through one main hub that consists of three bridge-linked platforms and a second drilling centre consisting of an additional platform. The work will be part of a series of major platform installations, including the full spectrum of commissioning and completions support.

The contract was awarded in November 2013. AMFW previously provided front-end engineering design and detailed design work on the Cygnus platforms for GDF SUEZ.

AMFW was contracted to perform brownfield detailed engineering and procurement services for ConocoPhillips' existing Judy platform and the hook-up and commissioning services for its new Jasmine facilities in the North Sea. The Jasmine field is a high pressure, high temperature gas condensate reservoir that will use the existing processing capacity of the Judy platform. The project involved the integration of three Jasmine topside platforms into the existing Judy platform. AMFW was awarded the contract in November 2010.

AMFW was contracted to provide services including maintenance, modification and capital projects, under an integrated services contract to ONEgas assets. ONEgas is a combined business unit of Shell UK Exploration & Production, or Shell, and the Nederlandse Aardolie Maatschappij B.V. The contract includes all 54 of ONEgas' offshore assets as well as onshore gas plants in the United Kingdom and the Netherlands. The project is executed through the AJS joint venture with Jacobs and Stork.

The contract was awarded in 2003. In February 2014, AMFW, via AJS, secured a five-year contract extension with a further five-year option period as a result of its performance under the initial contract award.

The project is a parent body contract for management of the decommissioning of the Sellafield complex in the United Kingdom for the Nuclear Decommissioning Authority, or NDA. The project is executed through AMFW's NMP joint venture with AREVA and URS. As the "parent body organisation", NMP owns the Sellafield Site Licence company, or Sellafield Limited, which in turn manages and operates the reprocessing and waste storage facilities at Sellafield, two former power stations and an engineering design centre, on behalf of the NDA. Sellafield is one of Europe's largest and most complex nuclear sites, and is responsible for storing and treating wastes from civil and military programmes. Sellafield is the top priority in the UK government's nuclear decommissioning programme.

NMP was awarded the initial five-year contract in 2008, with the option for periodic extensions up to a maximum of 17 years. In October 2013, the contract was extended by five years.

AMFW was contracted to support EDF's proposed delivery of four new nuclear reactors in the United Kingdom. AMFW works with EDF in France and the United Kingdom providing project management and engineering services. AMFW is also responsible for assisting EDF's project management teams with engineering and site management activities, together with providing specific engineering studies for the non-nuclear sections of the plant in the power stations. The contract was awarded in April 2010 and is an 11-year contract with an option to extend for a further four years.

Growth Regions is the business unit which AMFW believes has the greatest potential for growth. In 2013, AMFW expanded its position in the Middle East, while it continued to look to improve its presence in Australasia in the face of challenging market conditions. The Acquisition is expected to greatly increase the scale of the Growth Regions.

The following table presents the key performance measures for the Growth Regions during the six months ended 30 June 2014 and 2013 and the years ended 31 December 2013, 2012 and 2011:

AMFW has two regional hubs in Growth Regions in Perth, Australia and Abu Dhabi, United Arab Emirates. AMFW also has major offices in Baku, Azerbaijan; Kuwait City, Kuwait; Doha, Qatar; and Manila, Philippines.

AMFW's operations in Growth Regions are primarily concentrated in the Oil & Gas market. AMFW has a strong engineering and project management consultancy position in the Middle East and a long-standing position in Azerbaijan. AMFW also performs services for downstream projects in China. It has a joint venture with Clough, with a number of projects including for Chevron in Western Australia and a joint venture with BlackCat for Occidental and Shell in Qatar.

AMFW is a provider of consulting and project delivery services, including detailed design, EPCM and some EPC services, to the Mining sector in Australia, Asia and Africa. In the Growth Regions, as it does in the Americas, AMFW maintains a diversified position across major commodities. AMFW provides services to its customers in these regions from offices in Australia, South Africa and the United Kingdom.

AMFW has a presence in the nuclear sector in South Africa, where it is the majority stakeholder in Nuclear Consultants International (Pty) Ltd, a provider of services to the South African nuclear market. In South Africa, AMFW provides reactor support services, leveraging its experience of providing nuclear services in the United Kingdom. AMFW provides nuclear services in South Africa from Europe as discussed in "—AMFW's Operations—AMFW's Geographic Operations—Europe—Market Position—Clean Energy" above.

AMFW provides a range of services on projects funded and procured by the US federal government. These services range from master planning, engineering design and construction of infrastructure projects including airfield facilities and associated site utilities. AMFW is also engaged in initiatives to expand its position in the water sector in Saudi Arabia, Qatar and Kuwait.

AMFW's priorities in the Growth Regions are to increase collaboration and support from the Americas and Europe and improve margins as the business matures. AMFW is also considering growth opportunities in Saudi Arabia.

AMFW's top 10 customers in Growth Regions in 2013 were: Azerbaijan International Operating Company, or AIOC, US Air Force Civil Engineer Centre, BP, ConocoPhillips, Kuwait National Petroleum Company, or KNPC, Kuwait Oil Company, or KOC, Samsung C&T Corporation, or Samsung, Swakop Uranium, the US Army Corps of Engineers and Zakum Development Company, or ZADCO.

The principal types of services that AMFW provides in Growth Regions consist of:

AMFW was contracted to provide project management consultancy services for a portfolio of major upstream projects in Kuwait for KOC. Under the contract, AMFW will provide front-end engineering and design, project management consultancy services, engineering, construction management and training of Kuwaiti engineers. The project will be managed and delivered by a team of AMFW engineers in Kuwait, with front-end engineering and design execution from AMFW's

London design office. The engineers' work will cover gathering centres, booster stations and related oil field infrastructure projects such as pipelines and water treatment plants.

The five-year contract was awarded in January 2014. It was won in a competitive tender following AMFW's successful delivery of similar services under two previous five-year contracts since 2004.

AMFW was contracted to provide the project management, construction and offshore hook-up and commissioning of the topside units of two platforms in the Shah Deniz gas field in the Caspian Sea for BP. The project is executed through the AMEC Tekfen Azfen, or ATA, consortium. Both topside units will be built at the ATA fabrication yard in Bibi-Heybat near Baku. The construction works under this contract commenced in January 2014, with completion expected in 2018. The contract builds on AMFW's 16-year history of working on BP-operated projects in Azerbaijan.

AMFW was contracted to provide project management, engineering, construction management and commissioning services for engineering modifications to all of BP's brownfield onshore and offshore oil and gas facilities in Azerbaijan. The contract combines BP's two existing offshore and onshore engineering modifications services contracts into one contract covering oil and gas facilities in what are some of the world's largest oil and gas fields.

The five-year contract was awarded in May 2011 and may be extended by two further four-year periods. AMFW previously held the offshore engineering modifications services contract.

AMFW was contracted to provide project management consultancy and technical support services at several projects on the Upper Zakum offshore oil development programme in Abu Dhabi for ZADCO. Under the contract, AMFW supplies engineering, consultancy and project management services extending from the concept stage through front-end engineering design, design, construction and commissioning services. Among the projects in which AMFW has been involved are the replacement of a subsea oil pipeline, expansion of onshore/offshore gas treatment facilities, and a major programme of work to increase offshore crude production capacity from 500,000 to 750,000 barrels per day. The contract has been ongoing since 2008.

AMFW was contracted to provide operations and maintenance services to the Bayu Undan gas platform in the East Timor Sea for ConocoPhillips. Bayu Undan consists of a floating storage and offloading facility and three fixed platforms. The scope of work includes implementation engineering, work package preparation, planning, hazard assessment, coordination, offshore field services and implementation. The project is executed in joint venture with Clough.

The contract was secured in 2004 and is currently in its final two-year extension option, which runs until November 2015, at which point it will be subject to re-tender.

AMFW was contracted to provide detailed design and engineering services on a 55 million tons per year iron ore mine in Western Australia for Roy Hill. The project aims to export ore in 2015 and expects to have a mine life of approximately 20 years. Samsung is the EPC contractor responsible for the $5.8 billion contract to design and build the port, rail and mine infrastructure. Under the contract, AMFW provides engineering services for the beneficiation plant, materials handling, and land-side port

works, drawing on its ore handling plant and engineering expertise. The contract was awarded in April 2013 and the design is expected to be completed later in 2014, with support services for the construction phase continuing thereafter.

AMFW's Investment Services includes the Incheon Bridge Public Private Partnership project, or the Incheon Bridge project. This project, which was completed and opened to traffic in 2009, involved the construction of a cable-stay bridge in Incheon, Korea. AMFW was the project manager and a shareholder in the consortium which constructed the bridge. Investment Services also includes AMFW's insurance captive, AMFW's residual UK wind development activities and a range of other non-core activities.

AMFW's order book consists of the estimated remaining value of secured projects to be executed up to any break point. AMFW's order intake reflects the total value of contracts which have been awarded during the year. As at 30 June 2014, AMFW's order book was £4.2 billion, which excludes equity accounted joint ventures, such as NMP at Sellafield, and its order intake for the six months ended 30 June 2014 was £2.2 billion.

AMFW's order book comprises a mix of contracts which vary in length, although the majority are of a duration less than five years. As at 31 December 2013, approximately 60 per cent. of the total order book was allocated for execution over the next 12 months. A number of the contracts in AMFW's order book are for the operation and maintenance of its customers' assets. These contracts may be for multiple years but often include "break points", where the terms of the contract may be re-evaluated. Such contracts are typically only included in AMFW's order book through the next break point, usually two to five years out. This provides AMFW with greater certainty regarding the composition of its order book. AMFW's order book also contains contracts for projects which are being planned or are in construction (i.e., where customers are engaging in feasibility studies or developing front-end engineering designs, detailed designs, project management or hook-up and commissioning). These contracts are often for a much shorter duration and are typically awarded in phases. Contracts for environmental and infrastructure services across AMFW's markets are generally much smaller in value and AMFW's order book may have a large number of these small contracts at any one time. AMFW may also be awarded contracts on short notice as a result of a contract variation or other customer request which, because of the contract's short duration, would enter and exit AMFW's order book within a short time period.

Potential tenders are reviewed at a number of levels within AMFW. At a corporate level, the tender review committee comprises AMFW executives and other senior management. The committee meets when necessary to consider tenders which fall outside the delegated authority of the business

units. See "Management of AMEC International Investments BV and AMFW—Management Committees of AMFW".

AMFW recognises that continued delivery of excellent work to its customers and the long-term relationships that develop as a result are important to its future growth. Nearly all of AMFW's new contracts are awarded through a tender process whereby a customer requests bids from a select pool of pre-qualified contractors, rather than through requests for tenders that are open to all. Such tenders may be for the full extent of a project, or for specified phases. In general, where AMFW is involved in early phases of a project it is more likely to be invited to tender and/or awarded contracts for subsequent phases. AMFW is more likely to rely on a "seller-doer" model when tendering for environmental and infrastructure services work, although there is an increasing trend towards larger framework contracts. This work also tends to be more localised. As a result, employees from local offices will be responsible for developing relationships with customers, soliciting work from these customers and performing the projects awarded to them.

AMFW seeks to adopt a low risk contracting model, which has improved the predictability of its results. While the basic terms and conditions of the contracts that AMFW performs may vary, AMFW typically enters into two basic types of contracts: reimbursable contracts, which may also include target price contracts, or lump sum contracts. The majority of AMFW's contracts are reimbursable. AMFW only enters into lump sum contracts where it knows the customer and the project well.

For the six months ended 30 June 2014 and the year ended 31 December 2013, reimbursable and lump sum contracts constituted approximately 80 per cent. and 20 per cent. of AMFW's contracts, respectively. Between 2011 and 2013, the number of reimbursable contracts relative to lump sum contracts has remained relatively steady.

Under reimbursable contracts, the customer reimburses AMFW either on a schedule of hourly or daily rates or on actual costs plus a fee or multiplier. Many of AMFW's contracts also include additional performance payments to align its objective with those of its customers. Under incentive based or target contracts, AMFW's profit may be in the form of an incentive fee based upon achieving certain key performance indicators, such as completion on or ahead of time and/or budget, performance of the customer's facility and other indicators related to customers' key business drivers.

Under lump sum contracts, AMFW bids against competitors on a contract based upon specifications and other design information provided by the customer. The tendered lump sum would be adjusted by way of variations or change orders. Typically, contracts that AMFW enters into in the Clean Energy business in the Americas and in the E&I market for the US federal government are on a lump sum basis. If AMFW performs well under these contracts it may benefit from cost savings. However, if the project does not proceed as originally planned, AMFW cannot recover cost overruns except to the extent caused by the customer or in certain other limited circumstances.

Certain of AMFW's operations are performed through joint ventures. AMFW's most significant joint ventures as at 30 June 2014 were as follows:

AMFW employed an average of 27,032 workers worldwide for the six months ended 30 June 2014. AMFW's workforce includes employed workers (full or part time workers with a direct employment relationship with AMFW) and non-employed workers (full or part time workers provided by an agency, that are limited company workers or contractors), along with joint venture employees, which are included in AMFW's headcount if the joint venture is the employing entity and AMFW has control of the joint venture. The average number of employees for the six months ended 30 June 2014 and 2013 and the years ended 31 December 2013, 2012 and 2011 is set out in the following table:

For the year ended 31 December 2013, an average of approximately 12 per cent. of AMFW's employees were covered by collective bargaining agreements. AMFW has agreements in place with a number of unions; the majority of employees covered are in the United Kingdom. AMFW actively manages its labour relations and places high importance on transparent dialogue, which AMFW's directors believe has resulted in healthy and constructive union relations. Although there has been some union activity, there have been no labour disputes at any of AMFW's properties that have had a material effect on AMFW's business or results of operations.

Allegations of historic blacklisting have been made against AMFW and a number of UK construction companies. AMFW neither operates a policy of blacklisting individuals nor does it or its management condone such a policy.

AMFW's operations, strategy and the success of its business are dependent upon its employees. Therefore, the development of AMFW's employees is a critical part of attracting and retaining skilled employees. AMFW Academy focuses on improving the technical and managerial skills of its employees through a consistent and integrated global approach. AMFW Academy involves development of a career path profile, succession planning and identification of "high potential" employees and e-cademy training courses.

As a global company, mobility is an important aspect of AMFW's operations. AMFW has developed an in-house team to facilitate cross-border assignments within AMFW. In 2013, over 150 individuals moved from one business to another and over 90 individuals moved from one country to another.

AMFW recruits skilled employees through its graduate and trainee recruitment programmes, as well as its referral programme and alumni programme. In addition, it engages with students and schoolchildren to educate them about careers in engineering.

Although there are certain companies which AMFW considers to be its competitors in its chosen markets, AMFW believes there is no single competitor operating in all the same markets, with the same geographic footprint and with the same approach to risk as AMFW. See "Information about AMFW—AMFW's Operations—AMFW's Markets".

AMFW is subject to a variety of international, national and local laws and regulations relating to, among other things, licensing requirements, management of hazardous material and disposal of waste. Furthermore, AMFW operates in a number of different jurisdictions, including certain emerging markets in the Growth Regions, which can have complex and, at times, immature legal and regulatory frameworks. AMFW endeavours to conduct its business within the framework set by applicable regulatory requirements in each of its chosen markets and in the geographic regions in which it operates. However, if AMFW is unable to or does not comply with applicable legal and regulatory requirements, this may lead to the loss of AMFW's licences and/or civil and criminal liability for AMFW and its management.

However these laws and regulations change frequently, as do the priorities of those who enforce them, and AMFW could incur additional costs complying with future laws and regulations.

AMFW is directly and indirectly subject to environmental laws and regulations in all of the jurisdictions in which it operates. These laws and regulations relate primarily to pollution control, the operation of industrial facilities, the management of hazardous materials and contaminated land, waste water discharge and waste disposal.

AMFW is a producer and/or broker of waste including waste with a hazardous component (e.g., oil contaminated water, polluted soils, etc.) and is subject to regulatory obligations to manage waste appropriately and, in a number of jurisdictions in which AMFW operates, to provide documentary evidence that it has met its duty of care in respect of disposal obligations. AMFW is also subject to offshore regulatory regimes which seek to protect the marine environment and include regulatory control of emissions into water, the laying of materials on the sea bed, gas releases and the impact on marine ecology.

AMFW is subject to a number of greenhouse gas-related regulations, including, but not restricted to, carbon emission trading, taxation and reporting. In pursuance of these requirements, AMFW operates a carbon emission accounting and reporting system.

Minimum environmental standards have been introduced across the business. These standards detail the minimum environmental management requirements to be adopted by all operations where AMFW is responsible for environmental management. See "—Health, Safety, Security and Environment—Environmental Matters" for more information.

In the Americas, AMFW's operations are subject to environmental regulation at both the US and Canadian federal and state/provincial levels. At the federal level, the primary regulators are the US Environmental Protection Agency and Environment Canada. At project sites, direct responsibility for compliance with specific environmental regulations typically remains with AMFW's customers. However, in those of its contractual relations in which AMFW holds operator liability, it has a duty to ensure that its operations comply with federal requirements to prevent pollution. At project sites AMFW is subject to federal law regulating water run-off and pollution prevention. The primary federal law regulating water pollution in the United States is the US Clean Water Act, which requires operators to ensure that drainage and storm water runoff from sites is properly controlled so as not to cause pollution.

As a service provider, AMFW also advises its customers on environmental permits and regulations in order to ensure their compliance with applicable environmental legislation. On certain projects, AMFW may work closely with the customer to obtain all necessary permits and licences to undertake work or may be responsible for applying directly for permits to discharge wastewater. AMFW may also be responsible for implementing and monitoring water disposal strategies and hazardous waste manifests for its customers, ensuring compliance with waste management regulation. It also manages hazardous waste clean up and mandatory training for field technicians, the principal regulator of which is the US Occupational Safety and Health Administration.

The primary environmental regulations that affect AMFW in Europe are in the United Kingdom. AMFW's operations in the United Kingdom are subject to an environmental regulatory regime administered by, among others, the Environment Agency and the Department of Energy and Climate Change. The majority of the United Kingdom's environmental regulatory framework stems from European Directives. The Environmental Protection Act of 1990 imposes a duty of care on companies for keeping, treating, storing and transferring waste. Under the Environmental Protection Act of 1990,

companies are obliged to ensure that there is documented, auditable evidence to ensure that waste has been properly managed at each stage of its disposal. All waste disposed of is subject to a landfill tax unless exempt. The Companies Act 2006 (Strategic and Directors' Reports) Regulations require AMFW, as a UK-listed company, to disclose carbon emission data for its global business in its annual report and accounts. AMFW is also a mandatory participant in the Carbon Reduction Commitment Regulations, a UK carbon trading scheme. AMFW has in place a global carbon management programme which supports compliance with these regulations.

AMFW's nuclear sector work is primarily undertaken in Europe, the United States, Canada and South Africa. Regulations for the nuclear sector principally relate to the control of radioactive materials and substances and nuclear safety, security and safeguards.

AMFW's operations in the United States and Canada are subject to similar regulations relating to security clearance for AMFW staff to work on nuclear sites or handle certain information. In addition, AMFW must comply with legislation restricting the export of nuclear information and equipment (or, in the United States, deemed export by virtue of talking to a foreign national). However, AMFW generally does not hold any licences issued under legislation by the US Nuclear Regulatory Commission or Canadian Nuclear Safety Commission relating to nuclear power or nuclear safety and security. Although AMFW is not directly responsible for compliance with specific nuclear regulations, it does, as a provider of consultancy, engineering and project management services to licensees, seek to ensure that its customers are able to comply with such regulations. AMFW holds one licence from the US Nuclear Regulatory Commission under which it is authorised to take possession of radioactive material from clients for activities related to site characterisation, decommissioning, remediation, waste treatment and operational testing of radiation detection equipment.

AMFW's nuclear operations in Europe are predominantly in the United Kingdom. There are various safety standards that AMFW must comply with, including application of these standards as implemented by national legislation.

AMFW is not an operator in the United Kingdom and therefore does not hold specific nuclear licences to operate a nuclear licenced site. However, it does comply with local requirements where its customers operate nuclear licenced sites. In the relevant jurisdictions throughout Europe, AMFW has obtained permits allowing it to keep radioactive material in open or closed sources and for the accumulation and disposal of radioactive waste in solid, organic and aqueous form.

As part of its operations, AMFW must obtain and maintain business and engineering licences. Business licences must be obtained at the national, regional or local level, as applicable, and provide the authority for AMFW to conduct business within a given jurisdiction. In many jurisdictions, a corporate engineering licence is required in order to provide engineering services. AMFW's professional engineers also maintain their own individual engineering licences in the applicable disciplines pertaining to their area of practice and location of work. Where AMFW seeks to work in a new location, investigations are made as to the business and engineering licensing and other registration requirements in these jurisdictions.

In the United States, AMFW's principal operating entities are incorporated in Texas, Nevada and Georgia and have Certificates of Authority to operate in various other states. In Canada, AMFW's principal operating entity is federally incorporated and registered in all provinces and territories. AMFW possesses and endeavours to obtain all necessary business licences from the relevant state, provincial or territorial governmental entity.

To the extent that engineering licences at the corporate level are required (Certificates of Authorisation in the United States and Certificates of Registration in Canada), AMFW obtains and renews these as necessary (typically annually or biannually).

AMFW's principal operating entities in the Middle East, Africa and Commonwealth of Independent States are incorporated in Azerbaijan, Romania, Kuwait, Iraq, Afghanistan, Saudi Arabia, Qatar, the United Arab Emirates, Oman, Ghana and Liberia. AMFW's principal operating entities in Asia Pacific are incorporated in Australia, New Zealand, China, Singapore, Malaysia, Indonesia and the Philippines, as well as South Africa and Namibia which are considered part of Asia Pacific. In these jurisdictions, AMFW may operate through registered branch offices of foreign companies, incorporated joint ventures or wholly owned limited liability subsidiary companies. In a number of jurisdictions, AMFW must obtain additional trade licences, which must be renewed annually.

As in the Americas, in addition to the individual engineering licences that AMFW's professional engineers must maintain, AMFW may also be required to obtain an engineering licence at the corporate level.

AMFW's goal is to reduce risk and harm in all its operations, or by its operations, through sound technical decisions at the earliest front-end opportunity and to manage any residual risk through operational controls. In 2008, AMFW instituted its "Beyond Zero" programme, designed around three core elements: global standards, strong leadership and workforce engagement.

AMFW's global HSSE policy is supported by regional and functional strategies and common processes which are compliant with both the corporate and local requirements. At the project level, execution plans and security and emergency preparedness plans are put into place to support these goals.

Communication and review of HSSE matters is supported by a framework of established formal review meetings. AMFW's Chief Executive is the chairman of AMFW's HSSE Review Committee, which meets at least four times a year and is responsible for assessing and reviewing AMFW's HSSE policy, examining HSSE risk, setting performance targets and reviewing performance. AMFW's HSSE Leadership Team is led by the Group HSSE Director and made up of other senior HSSE professionals from each of AMFW's business units, AMFW's Security Director and Occupational Health and Environmental Manager. The HSSE Leadership Team has various responsibilities, including identifying and sharing best practice and ensuring continuous improvement against performance targets. Management reviews are conducted at a business unit level annually. Incident review panels are conducted within each geographic region and examine the root causes of any significant incidents and review the integrity of the incident investigation process.

AMFW has also identified new leading key performance indicators, which are tracked monthly using AMFW's internal reporting system. Leading indicators include the number of senior leadership members undertaking the "HSSE Leadership" survey; the number of overdue actions stemming from incident investigation; and the percentage completion against the HSSE assurance plan. These will be monitored in addition to AMFW's lagging performance indicators: lost time incident frequency rate, or LTIFR, total recordable case frequency rate, or TRCFR, and all injury frequency rate, or AIFR.

A review of all incidents highlights AMFW's major safety risk areas as: working at elevated heights; driving; and energy isolation. AMFW is committed to continuous improvement in every aspect of its operations, but in particular HSSE. It therefore monitors a wide range of key performance indicators and performance targets are set at the beginning of each year based on a 10 per cent. reduction on the previous best ever performance. The following table presents AMFW's LTIFR, TRCFR and AIFR per 200,000 hours worked:

AMFW recorded zero fatalities in 2013 and has achieved zero fatalities for the past six years.

As AMFW continues to grow and expand into new and unfamiliar regions, it will be subject to additional risks and security threats not previously encountered. AMFW has established a system of regional security advisers, as well as bespoke and dedicated project security support in its highest risk locations. Particular areas of focus include trans-border threats, such as corruption, potential attacks on grid systems, eco-terrorism and anarchist violence against high end technologies and the research and development supply chain. There were a total of 34 security incidents in 2013, only two of which were identified as high potential.

AMFW's mandatory HSSE management framework has been developed to comply with the elements of the ISO 14001 standard. The environmental management systems are designed to identify and manage environmental aspects, in addition to legal requirements, at the project level. This includes

identifying, applying, implementing and monitoring all environmental permissions, permits and licences necessary for AMFW to undertake work or on behalf of its clients.

Minimum environmental standards have been introduced across AMFW's business units. These standards detail the minimum environmental management requirements to be adopted by all operations where AMFW is responsible for environmental management. The Group Environmental Standards introduce a company-wide benchmark for environmental management, supporting AMFW's HSSE policy commitments and forming part of the "Beyond Zero" programme. AMFW's operations are required to submit environmental key performance indicator information as part of AMFW's environmental monitoring and assurance programme. These indicators are monitored on a monthly and quarterly basis and include environmental incident tracking, regulatory action, legal compliance, spill volumes, carbon emissions and energy consumption.

In 2013, AMFW had 87 environmental incidents, none of which was considered significant, only one rated as moderate with potential for localised environmental impact and the rest being minor pollution incidents. There have, however, been two regulatory actions against joint venture entities in which AMFW has or had an interest, but does not manage. In April 2013, one of AMFW's former joint ventures, Global Renewables Lancashire Operations, Ltd., was fined £150,000 and ordered to pay £55,000 in costs as a result of five breaches of environmental permitting regulations which resulted in odour pollution. In June 2013, Sellafield Limited was fined £700,000 and ordered to pay £72,635.34 in costs for sending several bags of radioactive waste to a landfill site in Cumbria, rather than to a specialist facility that treats and stores low level radioactive waste.

The AMFW group leases properties in the majority of the countries in which it operates. These leases are for varying periods and are on differing terms. AMFW has approximately 350 offices worldwide, which range from regional hubs, with a headcount of between 1,000 and 2,500 employees, to smaller offices with a more local focus. None of the leases is considered to be material to the AMFW group.

AMFW owns intellectual property in certain of the jurisdictions in which it operates consisting of trademarks and/or patents. AMFW is not dependent to a material extent on its intellectual property.

AMFW maintains insurance to cover risks associated with the ordinary operation of its business, including third-party liability, professional liability, directors' and officers' liability, crime, property damage/business interruption, employers liability/workers compensation and auto liability. Such insurance is placed with insurance markets satisfying AMFW's security requirements and utilising AMFW's captive insurance entity as appropriate.

AMFW, periodically, and as part of the annual renewal process, conducts reviews to ensure that its insurance coverage satisfies the perceived risks associated with its operations subject to its risk appetite and the availability of insurance coverage for such risks. AMFW believes its insurance coverage is appropriate and sufficient for the risks associated with its operations.

AMFW has exposure to asbestos claims in the United States and the United Kingdom, which it considers to be immaterial. AMFW has no net exposure in respect of its asbestos liabilities as these amounts are covered in full by either insurance receivables or provisions as appropriate. AMFW expects its available insurance policies will provide coverage for substantially all costs incurred in connection with resolving its existing asbestos claims.

AMFW has made insurance provisions related to potential liabilities in its captive insurance entity in relation to risks associated with insurance claims, predominantly in respect of mesothelioma claims of former employees.

AMFW is involved in legal proceedings and investigations in the ordinary course of its business. The AMFW Board believes that AMFW makes appropriate provision for legal claims and actions against AMFW on the basis of the likely outcome, but makes no provision for those which are, in the view of the AMFW directors, unlikely to succeed. The following is a summary of significant legal matters as of the date of this prospectus. Due to the nature of the proceedings and investigations and their current stage, AMFW is unable to quantify its potential liability from each of these matters. Other than as described below, there are no legal or arbitration proceedings or investigations which are in progress, pending or threatened during the 12 months preceding the date of this prospectus which may have, or have had, a material effect on the financial position of AMFW.

AMFW Environment and Infrastructure, Inc. is subject to a personal injury/product liability/negligence claim arising from the alleged defective design and manufacture of a tree stand by MACTEC, which was acquired by AMFW in 2011. The claim, filed in October 2011, alleges that MACTEC (through LAW Engineering, an entity acquired by MACTEC) participated in the co-design and manufacturing of the tree stand and alleges damages in excess of $25 million. It is possible that AMFW Environment and Infrastructure, Inc. will be the sole viable defendant at trial, a date for which is expected to be set by April 2015. Although jury trials are inherently unpredictable, AMFW believes that there are defences available to it and it intends to defend this claim vigorously.

AMEC Group Limited, a wholly-owned subsidiary of AMFW, was subject to claims from six former employees relating to the calculation of holiday pay while they were employed by AMEC Group Limited, which were heard in February 2014 in the Employment Tribunal in the United Kingdom. The claims were based on an apparent mismatch between the requirements of UK law, as drafted and previously interpreted, and the requirements of EU law regarding holiday pay. That mismatch arose following a recent decision in an EU case stating that employees should receive their "normal remuneration" for periods of paid holiday leave, calculated as an average over an indicative reference period, rather than a payment based on their normal contractual hours. AMEC Group Limited, along with many other employers in the UK, had been calculating "normal remuneration" based on normal contractual hours in accordance with domestic legislation and, in AMEC Group Limited's case, the relevant national agreement. The calculation of an employee's remuneration entitlement by AMEC Group Limited was therefore different to the basis articulated in connection with the recent EU case.

The Employment Tribunal found that the calculation of "normal remuneration" should be interpreted in the same manner as in the EU case and that the claimants had therefore been underpaid. Although the outcome of the Employment Tribunal only applied directly to the specific claimants, the findings would have been relevant to other employees and potentially some former employees of AMFW. It was anticipated that further claims would therefore be received, which could potentially have led to a holiday pay liability arising, which in aggregate could have been material. AMEC Group Limited appealed against this finding to the Employment Appeal Tribunal in London and the appeal was expedited to be heard with other similar appeals between 30 July and 1 August 2014. The Employment Appeal Tribunal handed down its judgment on 4 November 2014. While it found against AMEC Group Limited, by upholding the Employment Tribunal's decision that Europe now required "normal remuneration" to be paid for the 20 days of Working Time Directive holiday per

year and that the UK rules could be interpreted in such a way as to give that outcome, it found in favour of AMEC Group Limited in significantly limiting the scope for employees to claim in respect of historic holidays as a series of deductions. This materially changes the potential liability flowing from this issue as claims, if any, should generally be limited to a recent holiday period (rather than potentially going back over a number of years). The risk associated with the broader application of these issues is therefore no longer material to AMFW.

The deadline for an appeal has now passed and no party has appealed against the Employment Appeal Tribunal's decision. AMEC Group Limited has settled the claims of all six claimants and the litigation which was the subject of this claim is now concluded. To date other holiday pay claims have been received by the AMFW group relating to 37 employees.

The Mount Polley mine is owned and operated by Mount Polley Mining Corporation, a subsidiary of Imperial Metals Corporation, and is located near the town of Lively, British Columbia, Canada. On 4 August 2014, a tailings pond facility failed releasing large quantities of water and mine tailings into the local environment. AMFW, along with others, had various design and quality assurance responsibilities associated with the expansion of this facility. The cause of this failure is unknown and on 18 August 2014 the Government of British Columbia announced that an independent engineering investigation and inquiry into the failure would be conducted. It was also announced that an investigation was underway, being led by British Columbia's Conservation Officer Service, or COS. COS is the primary natural resource law enforcement agency in British Columbia. On 24 September 2014, AMFW was advised that an investigation was being commenced by the British Columbia Ministry of Energy and Mines into the failure. It is possible that further investigations may be commenced in the future. No civil litigation or regulatory proceedings have been commenced against AMFW. Given the early stages of this matter, AMFW is unable to reliably estimate the extent of any financial or legal exposure that it may have, if any. Notwithstanding the foregoing, adverse findings or determinations in relation to this matter could potentially lead to civil liability arising or criminal actions being pursued, any of which could be material to AMFW.

In connection with the sale of SPIE in 2006, AMFW provided an indemnity which requires AMFW to reimburse SPIE up to 90 per cent. of amounts paid by SPIE resulting from any court order relating to certain identified disputes. SNCF has made a claim against a number of defendants, including SPIE. SPIE has indicated that it believes that any liability resulting from this claim is covered by AMFW's indemnity. SNCF's claim arose from a decision in March 2006 by the French Competition Council to convict various companies engaged in anti-competitive practices in connection with the award of tenders related to the public works sectors. SNCF's original claim against all the defendants, filed in March 2011, was for €59.6 million for damages suffered as a result of the anti-competitive practices. In July 2014, SNCF served a new pleading to amend its case to seek a joint order against the relevant companies, including SPIE, for damages totalling in excess of €479 million. SPIE served its defence, arguing for dismissal of the claim, in October 2014. AMFW continues to review the pleadings and supporting documents to assess the merits of the claim and the available defences and the intention is to continue to defend this claim vigorously.

You are encouraged to read the following discussion and analysis of AMFW's financial condition and results of operations, together with AMFW's consolidated financial statements and related footnotes included in this prospectus. This discussion and analysis contains forward-looking statements that involve risks and uncertainties. See "Risk Factors" included elsewhere in this prospectus for a discussion of some of the important factors that could cause actual results to differ materially from those described or implied by the forward-looking statements contained in the following discussion and analysis. See "Cautionary Statement Regarding Forward-Looking Statements" included elsewhere in this prospectus.

AMFW is a focused supplier of consultancy, engineering and project management services to its customers in the world's Oil & Gas, Mining, Clean Energy and E&I markets. AMFW provides support for assets, such as upstream oil and gas production facilities, mines and nuclear power stations, throughout its lifecycle, from inception to decommissioning. AMFW provides the following services by market:

AMFW operates globally in four markets—Oil & Gas, Mining, Clean Energy and E&I. AMFW's results of operations are impacted by changing market conditions in each individual market as well as in the energy market worldwide. For example, overall energy demand is expected to increase as a result of population growth and increased urbanisation. At the same time, new technologies are being developed to address the need to extract increasingly difficult to access resources. Each of AMFW's markets is expected to grow in the long term and AMFW has deliberately diversified its operations

across these markets to ensure that it benefits proportionately regardless of the relative weighting of future growth in the industry.

Demand for oil and gas is driven primarily by long-term growth in energy demand. The majority of growth is expected to come from India, China and the Middle East. Many customers in the upstream Oil & Gas market are focusing on brownfield projects, such as maintenance, modification and operations for the increasing number of offshore facilities. These projects provide a relatively steady, longer-term revenue stream in the market. At the same time, existing assets are maturing and oil and gas resources are becoming increasingly difficult to extract. Some customers are therefore exploring greenfield projects, involving larger and more complex operations and the extraction of unconventional oil and gas sources like shale. Such projects require additional expertise and are more specialised, which has the potential to generate higher margins. Opportunities related to the development of shale gas have the potential to positively impact the mid and downstream markets.

AMFW has historically been less impacted by dynamics in the gas market; however, AMFW's results of operations will have a greater exposure as a result of its expanded capabilities across the Oil & Gas value chain. Fluctuations in gas prices may positively or negatively impact the results of operations of AMFW. For example, low oil and gas prices may negatively impact customer spend in the upstream segment, but may positively impact customer spend on mid and downstream projects.

The Mining market is primarily impacted by commodity prices and general economic conditions. In 2013, AMFW derived approximately 70 per cent. of its revenue in the Mining market from three commodities: gold, copper and potash. Market prices for these commodities are subject to volatility, and may be affected by numerous factors, such as economic uncertainty and levels of supply and demand. AMFW's customers may choose to mine different commodities with higher or less volatile prices. For example, in recent years, the revenues derived from iron ore and gold have fluctuated, reflecting changes in prices for these commodities and shifts in customer focus. To the extent AMFW cannot adapt to such changes, its results of operations may be negatively impacted. General economic uncertainty, combined with the fact that resources are increasingly difficult to access and extract, has led to an overall reduction in capital expenditure by AMFW's customers. In addition, AMFW's customers are increasingly focused on reducing cost overruns, increasing capital efficiency on projects and maximising investor returns.

As a result of increased demand for power, security of supply and environmental concerns, clean energy has been a growing proportion of the global energy market. Renewable energy, such as biomass, solar, hydro and geothermal energy, and wind, is expected to continue to replace fossil fuels, such as oil and coal and will be dependent upon government initiative and support for projects. Demand for nuclear is expected to remain relatively steady as the role of nuclear power varies from country to country. For example, some countries, such as the United Kingdom and China, are committed to new build programmes, whereas others, such as Germany, are looking to decommission existing nuclear plants. Countries such as Canada and France are focused on extending the life of existing nuclear assets as their permissioned life comes to an end. AMFW has the capability to support the full lifecycle of a nuclear energy project, from new build through to decommissioning. If demand for energy shifts away from nuclear towards other Clean Energy or Oil & Gas, AMFW's operations in these other markets may be positively impacted.

AMFW management expects the E&I market to grow at a compound annual growth rate of 3.5 per cent. over the next five years. Population growth is expected to drive the need for natural resources and infrastructure related to accessing these natural resources. In addition, customer demand will be impacted by environmental concerns, such as climate change and access to water, which could result in increased regulations and new or increased regulatory compliance requirements.

Each of the markets in which AMFW operates is cyclical. For example, trends in oil and gas prices have influenced AMFW's results of operations. Sustained low gas prices in the United States, which have in recent years averaged one-third of gas prices in Europe, have resulted in growth in the mid and downstream markets as exports of liquefied natural gas and investment in petrochemicals have increased. In contrast, declining prices for oil and for various minerals and metals in recent years have resulted in a reduction in projects and opportunities, and a shift in the projects for which AMFW is retained. However, AMFW believes its diverse operations across its markets reduces the impact of cyclicality on its results of operations.

AMFW's order book consists of the estimated remaining value of secured projects to be executed up to any break point and does not include equity accounted joint ventures. AMFW's order book comprises a mix of contracts which vary in length, although the majority are of a duration of less than five years. The contracts in AMFW's order book are generally two to five years in duration and are for operating and maintenance activities on its customers' assets. AMFW's order book also comprises contracts of shorter duration for engineering and project management activities around the design and build of new assets and for smaller value contracts in E&I services. AMFW's results of operations depend on its ability to maintain and replenish its order book at appropriate levels. AMFW's order book was £4.1 billion, £3.6 billion and £3.7 billion as at 31 December 2013, 2012 and 2011, respectively. For the years ended 31 December 2013, 2012 and 2011, AMFW's order intake was £4.5 billion, £4.1 billion and £3.8 billion, respectively, and its revenue from continuing operations was £4.0 billion, £4.1 billion and £3.1 billion, respectively. As at 30 June 2014, AMFW's order book was £4.2 billion and for the six months ended 30 June 2014, its order intake was £2.2 billion.

AMFW typically enters into two basic types of contracts: reimbursable contracts, which may also include target price contracts, or lump sum contracts. The majority of AMFW's contracts are reimbursable or target price. AMFW only enters into lump sum contracts where it knows the customer and the project well. For example, AMFW's contracts in the Clean Energy market in the Americas and for environmental and infrastructure services are often lump sum. Lump sum contracts are inherently more risky as the selling price of the project is agreed based on estimates at the time the contract is entered into and the contractor assumes a greater proportion of the risks associated with variations from the original project design and/or completing the project. If AMFW cannot seek a variation of the existing contract or is otherwise unable to recover a sufficient amount of the costs from the customers, its results of operations will be negatively affected.

As part of a contract, AMFW may agree to invoice its customer for costs incurred periodically as the project progresses or upon completion of the project. Claims for disallowed costs are provisioned based on the probability that the customer will not agree to the cost. AMFW may incur additional costs if its customers seek to disallow certain costs. See "Risk Factors—Risks related to the Businesses of

AMFW and Foster Wheeler—Long-term contracts may be subject to early termination, variation or non-renewal provisions".

In certain circumstances, AMFW will agree to procure assets or materials on behalf of its customers at no or a very low profit margin. This decision to engage in these procurement activities will be taken where it forms a part of a larger engineering and project management role and the task is administrative in nature. Procurement in this form is recognised as revenue and AMFW separately identifies it as "incremental procurement". In 2011, AMFW did not recognise any amount in incremental procurement. During 2012, AMFW took on incremental procurement activity, which was combined with engineering work, for certain key customers. In 2012 AMFW recognised incremental procurement on three projects in the Americas for a total of £320 million. The impact of incremental procurement for the year ended 31 December 2013 was £120 million and for the six months ended 30 June 2014 was £50 million.

Historically, AMFW has acquired businesses in order to expand its position in targeted markets and/or regions and disposed of what it deemed to be non-core activities. AMFW invested £20 million, £159 million and £263 million in acquisitions during the years ended 31 December 2013, 2012 and 2011, respectively. In 2011, AMFW acquired qedi in order to strengthen its project delivery offering and MACTEC to provide greater access to new customers and regions in the E&I markets. During 2011, qedi contributed £56 million and MACTEC contributed £126 million to AMFW's revenues, respectively. In 2012, AMFW acquired Unidel to expand its capabilities in the Oil & Gas, Mining and Clean Energy markets in Australia and Serco Group plc's technical services business, or ESRC, to expand its footprint in the nuclear market in the United Kingdom. During 2012, Unidel contributed £17 million and ESRC contributed £31 million to AMFW's revenues, respectively. In 2013, AMFW acquired Automated Engineering Services Corp to further build on its nuclear position in the United States, which contributed £4 million to AMFW's revenue during the year. AMFW divested the Lancashire Waste PFI project during the six months ended 30 June 2014. During the year ended 31 December 2013, AMFW reclassified its UK conventional power business as a discontinued operation.

AMFW's operations can be subject to seasonality. For example, customer demand for the environmental and infrastructure services provided by AMFW is generally higher in the second half of the year. This is because it is primarily a northern hemisphere business and, as weather conditions improve, in particular in more remote northern areas of the world, customers are better able to access project sites. As a result, AMFW's revenues are generally higher during the second half of the year.

AMFW expects that the factors that have affected its operations historically will continue to affect the operations of AMFW in future periods. However, AMFW believes that there are additional factors that may affect the results of operations of AMFW going forward.

AMFW's reporting currency is pounds sterling, whereas the majority of its trading income is denominated in the local currency of its business operations. Overseas profits are translated into pounds sterling at the average exchange rate prevailing throughout the year. Relative to 2013, in 2014

the pound sterling has strengthened against the US dollar and Canadian dollar. If this strengthening continues, currency translation could have a material impact on AMFW's results of operations going forward. The financial condition of AMFW will be more sensitive to fluctuations in the exchange rate of the pound sterling against the euro, the Canadian dollar and the US dollar following the Acquisition.

Both AMFW and Foster Wheeler are subject to claims arising out of exposure to asbestos in connection with work performed by some of their US and UK subsidiaries. AMFW has no net exposure in respect of its asbestos liabilities as these amounts are covered in full by either insurance receivables or provisions as appropriate. As at 30 June 2014, Foster Wheeler recorded $285 million for its US and UK asbestos-related liabilities (including accrued expenses and before deducting insurance recovery receivables) relating to estimated indemnity and defence costs for future claims. AMFW has estimated that, following the Acquisition, AMFW will have a pre-tax asbestos liability under IFRS of approximately £300 million net of insurance recoveries, which would be a significant increase in the provision for potential liability and associated costs. Management may be required to devote additional time and resources to managing both the liabilities and any potential future litigation or claims. Furthermore, the actual number of claims brought against AMFW and the cost to AMFW of resolving these claims could be substantially higher than prior estimates or estimates made herein related to AMFW's expectations as of the date of the Acquisition due to a number of factors. Some of the factors that may result in the costs of asbestos claims being higher than past or current estimates of either AMFW or Foster Wheeler include an increase in the rate at which new claims are filed, an increase in the number of new claimants and changes to forecasting, estimate or valuation assumptions or methodologies (whether related to potential liabilities, claims and/or costs of AMFW or Foster Wheeler). See "Risk Factors—Risks related to Asbestos—As a result of the Acquisition, AMFW has a significantly higher asbestos liability and greater exposure to US asbestos litigation than it had previously" and "Risk Factors—Risks related to Asbestos—Several factors, including differences in how claims are evaluated and external events affecting the quantity and types of asbestos claims, could result in the cost of current asbestos claims and the number and cost of future asbestos claims being substantially higher than previously estimated. The timing of payment of such claims could also be sooner than expected and the duration of the payment period for asbestos liabilities could be longer than previously estimated".

AMFW will incur a substantial amount of new debt in order to finance the Offer and the Acquisition. On 13 February 2014, AMFW entered into a $2.16 billion credit facility agreement, which was subsequently increased to $2.26 billion. AMFW has historically been exposed to interest rate risk as a result of its existing financings, and AMFW may be further exposed to increased interest costs as a result of the increased indebtedness being incurred in order to finance the Offer and the Acquisition, as well as the existing Foster Wheeler debt facilities that AMFW expects to either take on or replace. This increased level of indebtedness may impact AMFW's ability to engage in future acquisitions or development activities, to access additional funding in the future at acceptable costs, or at all, or to obtain a favourable rating from the credit ratings agencies. For further detail regarding the Debt Financing, see "Material Agreements—Debt Financing".

Goodwill arising on acquisitions represents the excess of the fair value of the purchase consideration over the fair value of the assets and liabilities acquired. Goodwill is capitalised and subject to impairment review, both annually and when there are indications that its carrying value may

not be recoverable. An impairment loss is recognised to the extent that the carrying value of an asset exceeds its recoverable amount.

Intangible assets, other than goodwill, are stated at cost less accumulated amortisation and impairment losses. The cost of an intangible asset acquired in a business combination is the fair value of the asset at the date of acquisition. Amortisation is charged to the income statement over the estimated useful lives of intangible assets. For the year ended 31 December 2013, the estimated lives of intangible assets were:

Tangible assets, such as property, plant and equipment, are measured at cost less accumulated depreciation and impairment losses. Depreciation is provided on all tangible assets on a straight-line basis over its estimated useful life. For the year ended 31 December 2013, the estimated useful lives were:

As a result of the Acquisition, AMFW will have a greater number of tangible and intangible assets than AMFW has had historically. In addition, following the Acquisition, AMFW is likely to have increased capital expenditure requirements.

The effective tax rate of AMFW may fluctuate from period to period for a variety of reasons, including as a result of changes in tax laws, treaties or regulations, or their interpretation, the mix of income earned in the jurisdictions in which subsidiaries operate and the ability to recognise a tax benefit for losses generated by certain unprofitable operations. As a result of the Acquisition, AMFW expects that AMFW will derive benefits from utilising tax losses more efficiently; however, an inability to do so could negatively impact AMFW's results.

Foster Wheeler's consolidated financial statements for the six months ended 30 June 2014 and 2013 and the years ended December 2013, 2012 and 2011 have been prepared in accordance with US GAAP. The financial information for Foster Wheeler for the six months ended 30 June 2014 and the year ended 31 December 2013 has been converted to IFRS, restated using AMFW's accounting policies and translated into pounds sterling solely for the purposes of the unaudited pro forma condensed combined financial information included in this prospectus. Accordingly, the presentation of financial information in this prospectus is not necessarily representative or indicative of the future financial position, results of operations or cash flows of AMFW going forward.

AMFW's consolidated financial statements for the six months ended 30 June 2014 and 2013 and the years ended 31 December 2013, 2012 and 2011 have been prepared in accordance with IFRS as issued by the IASB and IFRS as adopted by the EU. Financial information for the years ended

31 December 2012 and 2011 has been restated to reflect the reclassification in 2013 of the UK conventional power business as a discontinued operation during the year ended 31 December 2013, as well as the new segmental organisation described below. Financial information for the six months ended 30 June 2013 the years ended 31 December 2012 and 2011 has also been restated as a result of the adoption of IAS 19 and the resulting impact of the change in accounting for defined benefit pension schemes. For additional information, see AMFW's financial statements and the accompanying notes included elsewhere in this prospectus.

Effective 1 January 2013, AMFW reorganised its structure from a business stream basis to a geographic basis. AMFW is managed according to three business units: the Americas, Europe and the Growth Regions. AMFW's fourth segment, Investment Services, principally comprises the Incheon Bridge project in Korea, AMFW's insurance captive, AMFW's residual UK wind development activities and a range of other non-core activities.

The year ended 31 December 2013 was the first full year that AMFW reported under this organisation, however, as noted under "—Basis of Preparation" above, the financial statements for the years ended 31 December 2012 and 2011 have been restated to reflect the new segmental organisation.

A significant amount of AMFW's activities is undertaken via long-term contracts. These contracts are accounted for in accordance with IAS 11 "Construction Contracts" which requires estimates to be made for contract costs and revenues.

AMFW's management bases its judgements of contract costs and revenues on the latest available information, which includes detailed contract valuations. In many cases, the results reflect the expected outcome of long-term contractual obligations which span more than one reporting period. Contract costs and revenues are affected by a variety of uncertainties that depend on the outcome of future events and often need to be revised as events unfold and uncertainties are resolved. The estimates of contract costs and revenues are updated regularly and significant changes are highlighted through established internal review procedures. In particular, the internal reviews focus on the timing and recognition of incentive payments and the age and recoverability of any unagreed income from variations to the contract scope or claims. The impact of the changes in accounting estimates is then reflected in the ongoing results.

When accounting for provisions for litigation and other items under IAS 37 "Provisions, Contingent Liabilities and Contingent Assets", AMFW has taken internal and external advice in considering known legal claims and actions made by or against AMFW. AMFW carefully assesses the likelihood of success of a claim or action. Appropriate provisions are made for legal claims or actions against AMFW on the basis of likely outcome, but no provisions are made for those which, in the view of management, are unlikely to succeed.

Defined benefit pension schemes are accounted for under IAS 19 (revised) "Employee Benefits" in accordance with the advice of independent qualified actuaries but significant judgements are required in relation to the assumptions for future salary and pension increases, discount rate, inflation and

member life expectancy that underpin their valuations. For AMFW, these assumptions are important given the relative size of the schemes that remain open.

The following table presents AMFW's results of operations for the six months ended 30 June 2014 and 2013 and for the years ended 31 December 2013, 2012 and 2011:

	Six months ended 30 June						Year ended 31 December

	2013⁽¹⁾			2014⁽¹⁾			2011⁽¹⁾			2012⁽¹⁾			2013
	(£ millions)
Continuing operations
Revenue		1,991			1,858			3,133			4,088			3,974
Cost of sales		(1,725	)		(1,614	)		(2,641	)		(3,556	)		(3,431	)

Gross profit		266			244			492			532			543
Administrative expenses		(142	)		(153	)		(253	)		(289	)		(293	)
Profit/(loss) on business disposals and closures		(6	)		(15	)		2			—			(7	)

Profit before net financing expense		118			76			241			243			243
Net financing income/(expense)		(1	)		1			8			(1	)		(2	)
Share of post-tax results of joint venture⁽²⁾		1			6			15			12			14

Profit before income tax		118			83			264			254			255
Income tax		(22	)		(24	)		(53	)		(47	)		(69	)

Profit for the year from continuing operations		96			59			211			207			186
Profit/(loss) for the year from discontinued operations		(5	)		(15	)		16			2			(8	)

Profit for the year		91			44			227			209			178



Trading profit⁽³⁾		—			—			312			334			343

Profit for the period from continuing operations decreased by 39 per cent. from £96 million for the six months ended 30 June 2013 to £59 million for the six months ended 30 June 2014 as a result of the factors described above.

Results of Operations for the Year Ended 31 December 2013 Compared to the Year Ended 31 December 2012

Revenue decreased by 3 per cent. from £4,088 million for the year ended 31 December 2012 to £3,974 million for the year ended 31 December 2013. This decrease was driven by a reduction in revenue across all regions in the Mining market from £682 million for the year ended 31 December 2012 to £493 million for the year ended 31 December 2013, as well as a decrease in revenue derived from unconventional oil and gas (oil sands) in Canada from £668 million for the year ended 31 December 2012 to £510 million for the year ended 31 December 2013. The decline in revenue from unconventional oil and gas was primarily the result of reduced service and procurement activity at the Kearl oil sands facility. These decreases were partially offset by an increase in conventional oil and gas revenues of £237 million as a result of growth in the number of brownfield projects globally. Revenue was also impacted by a decrease in the incremental procurement recognised as revenue, £120 million for the year ended 31 December 2013 as compared to £320 million for the year ended 31 December 2012.

Underlying revenue is revenue less the impact of currency movements and acquisitions. Currency movements had a £22 million negative impact on the Group's revenue for the year ended 31 December

2013. Underlying revenue growth for the year ended 31 December 2013, excluding the impact of incremental procurement, was 2 per cent. as compared to the year ended 31 December 2012.

Profit before net financing expense was unchanged at £243 million for the year ended 31 December 2012 and for the year ended 31 December 2013.

Trading profit increased by 3 per cent. from £334 million for the year ended 31 December 2012 to £343 million in the year ended 31 December 2013. Trading profit margin increased from 8.2 per cent. for the year ended 31 December 2012 to 8.6 per cent. for the year ended 31 December 2013 (excluding incremental procurement, trading profit margin was 8.8 per cent. and 8.9 per cent. for the years ended 31 December 2012 and 2013, respectively). These increases reflected significant movements across the business units. Trading profit and trading profit margin in the Americas increased as a result of the successful close out (i.e., the settlement of final accounts) of a number of projects within the Oil & Gas and Mining markets, including the release of contingencies and provisions related to certain projects that were no longer needed and a reduction in incremental procurement, whereas in Europe trading profit and trading profit margin were negatively impacted by the reduction in contribution from the NMP joint venture and losses incurred from contract delays at the Teesside Gas Processing Plant. Trading profit margin was also impacted by changes in business mix. In the Growth Regions, the positive impact of cost efficiencies arising from integrating the business into the new geographic structure was offset by difficult market conditions in Australia.

Administrative expenses increased by £4 million from £289 million for the year ended 31 December 2012 to £293 million for the year ended 31 December 2013 as a result of a full year's impact in 2013 of the acquisition of ESRC in 2012. Administrative expenses for the year ended 31 December 2013 also included £35 million of corporate costs as compared to £33 million for the year ended 31 December 2012, comprising the costs of operating central corporate functions and certain regional overheads.

Net financing expense also increased marginally and included net bank interest payable in respect of AMFW's borrowings of £2 million and net foreign exchange losses of £1 million, which was offset by net pension interest income of £1 million.

Profit before income tax remained relatively stable at £254 million for the year ended 31 December 2012 compared to £255 million for the year ended 31 December 2013. This was driven primarily by an increase in profit from continuing operations, which was offset by an increase in exceptional items and intangible amortisation during the year ended 31 December 2013.

Income tax increased by 47 per cent. from £47 million for the year ended 31 December 2012 to £69 million for the year ended 31 December 2013 principally due to an increase in tax on exceptional items and amortisation of £23 million. Tax on exceptional items in 2013 included a provision of £16 million for potential withholding tax following the group restructuring. AMFW's effective tax rate for the continuing businesses (including tax attributable to joint venture interests) before exceptional items and goodwill amortisation, for the year ended 31 December 2013 was 21.9 per cent. compared to 22.5 per cent. for the year ended 31 December 2012. The reduction principally reflects decreases in statutory tax rates, a reduction in the tax rate applied to the UK pension surplus, changes in the recognition of tax losses and the agreement of historical items with various tax authorities.

AMFW incurred a tax charge of £2 million on exceptional items and intangible amortisation for the year ended 31 December 2013, which included a tax credit of £20 million in respect of intangible amortisation, a tax charge of £6 million in respect of exceptional items and a tax provision of £16 million for potential withholding tax following the group restructuring that resulted in significant amounts of cash being repatriated from foreign subsidiaries.

During the year ended 31 December 2013, AMFW recorded pre-tax exceptional losses of £31 million (in continuing and discontinued operations). The exceptional loss consisted of the following items:

In addition, there was the exceptional tax provision of £16 million for potential withholding tax following the group restructuring that resulted in significant amounts of cash being repatriated from foreign subsidiaries. The post-tax exceptional charge for the year ended 31 December 2013 was £47 million compared to £10 million for the year ended 31 December 2012.

Profit decreased by 15 per cent. from £209 million for the year ended 31 December 2012 to £178 million for the year ended 31 December 2013 as a result of the factors described above.

Results of Operations for the Year Ended 31 December 2012 Compared to the Year Ended 31 December 2011

Revenue increased by 30 per cent. from £3,133 million for the year ended 31 December 2011 to £4,088 million for the year ended 31 December 2012. This increase was driven by an increase in revenue across all geographic regions and markets. Revenue growth in the Americas was particularly strong, increasing from £1,807 million for the year ended 31 December 2011 to £2,500 million for the year ended 31 December 2012. This was due to the impact on the business unit's unconventional oil and gas operations of increased service and procurement activity at the Kearl oil sands facility. In total, revenue was impacted by £320 million as a result of incremental procurement activities on three projects in the Americas, including the Kearl oil sands facility. There was strong growth in the conventional oil and gas sector with revenue increasing from £161 million for the year ended 31 December 2011 to £248 million for the year ended 31 December 2012. In addition, there was a revenue contribution from the Solomon mine project of £93 million in the mining sector and growth of 34 per cent. in renewables bioprocesses from £260 million for the year ended 31 December 2011 to £390 million for the year ended 31 December 2012.

Underlying revenue is revenue less the impact of currency movements and acquisitions. Currency movements had a £2 million positive impact on revenue for the year ended 31 December 2012. Underlying revenue, excluding the impact of incremental procurement, was £3,605 million for the year ended 31 December 2012. Underlying revenue growth for the year ended 31 December 2012, which excluded the impact of currency movements, acquisitions and incremental procurement, was 15 per cent. as compared to the year ended 31 December 2011.

Profit before net financing expense increased from £241 million for the year ended 31 December 2011 to £243 million for the year ended 31 December 2012. The increase in gross profit of £40 million from the year ended 31 December 2011 to the year ended 31 December 2012 was driven by an increase in revenue of £955 million, which was partially offset by an increase in administrative expenses of £36 million.

Trading profit increased by 7 per cent. from £312 million in the year ended 31 December 2011 to £334 million in the year ended 31 December 2012. Trading profit margin decreased from 9.9 per cent. for the year ended 31 December 2011 to 8.2 per cent. for the year ended 31 December 2012. This was primarily the result of the impact of the large amount of incremental procurement for the year ended 31 December 2012, which offset strong margins from the Solomon mine project. Excluding incremental procurement, trading profit margin was 9.9 per cent. and 8.8 per cent. for the years ended 31 December 2011 and 2012, respectively.

Administrative expenses increased by 14 per cent. from £253 million in the year ended 31 December 2011 to £289 million in the year ended 31 December 2012 due to the increased amortisation and exceptional costs of £21 million arising in the year ended 31 December 2012. Administrative expenses for the year ended 31 December 2012 also included £33 million of corporate costs, comprising centralised operating costs and regional overhead.

AMFW recognised a net financing expense of £1 million for the year ended 31 December 2012 as compared to a net financing income of £8 million for the year ended 31 December 2011, as lower average cash balances during the year ended 31 December 2012 resulted in reduced bank interest receivable. Interest income on tax repayments that were received during the year ended 31 December 2011 also had a positive impact in that year.

Profit before income tax decreased by 4 per cent. from £264 million in the year ended 31 December 2011 to £254 million in the year ended 31 December 2012 as a result of the factors described above.

Income tax decreased by 11 per cent. from £53 million for the year ended 31 December 2011 to £47 million for the year ended 31 December 2012 which was primarily driven by the decrease in statutory tax rates, the benefit of previously unrecognised tax losses and the agreement of historical items with various tax authorities.

During the year ended 31 December 2012, AMFW recognised pre-tax exceptional losses (in continuing and discontinued operations) of £18 million.

A loss on disposals of £11 million arose from adjustments to provisions held in respect of a business sold in prior years (and classified as discontinued) and foreign exchange movements on provisions established on the disposal of a former subsidiary, SPIE SA, in 2006.

Exceptional costs of £24 million in continuing operations included the £11 million costs of funding a joint venture which was part of a recent acquisition, costs of £11 million associated with restructuring following the management reorganisation into geographic business units and transaction and deferred compensation costs which, in line with IFRS 3, are charged to the income statement. Transaction costs of £2 million were incurred in the year.

An exceptional gain in discontinued operations of £17 million arose from the recognition of an insurance receivable following the Supreme Court judgment on mesothelioma liability, a provision against which was established in prior years.

The post-tax exceptional charge for the year ended 31 December 2012 was £10 million. There was a post-tax credit of £25 million in the year ended 31 December 2011.

Profit decreased by 8 per cent. from £227 million for the year ended 31 December 2011 to £209 million for the year ended 31 December 2012 as a result of the factors discussed above.

The following table sets forth revenue, trading profit and trading profit margin for the six months ended 30 June 2014 and 2013 and the years ended 31 December 2013, 2012 and 2011:

Revenue in the Americas decreased by 8 per cent. from £1,154 million for the six months ended 30 June 2013 to £1,060 million for the six months ended 30 June 2014. This decrease was driven primarily by the impact of currency translation, which had a £134 million negative impact, and incremental procurement which declined from £100 million for the six months ended 30 June 2013 to £50 million for the six months ended 30 June 2014. Revenue was also impacted by a decline in Oil & Gas revenue, mostly as a result of a decline in revenue from the Canadian oil sands with the continued phase down of work on the Kearl project. Revenue from Clean Energy continued to grow, in particular in renewable and bioprocess activities where customer demand was strong. Revenue in the Americas decreased by 10 per cent. from £2,500 million for the year ended 31 December 2012 to £2,247 million for the year ended 31 December 2013. This decrease was driven primarily by decreased revenue from the Mining market from £543 million for the year ended 31 December 2012 to £431 million for the year ended 31 December 2013 and from oil sands due to the phasing of work on certain major projects

and, as expected, a £200 million decrease in incremental procurement from the prior year, which more than offset combined growth of £49 million in the conventional oil and gas market and in renewables. Revenue in the Americas increased by 38 per cent. from £1,807 million for the year ended 31 December 2011 to £2,500 million for the year ended 31 December 2012. This increase was driven primarily by growth across all markets and £320 million in incremental procurement recognised during the year.

Profit before net financing expense decreased by £1 million from £97 million for the six months ended 30 June 2013 to £96 million for the six months ended 30 June 2014. The decrease in profit before net financing expense was due to the lower trading profit discussed below, which was offset by a £12 million swing in exceptional charges as a litigation provision charged in 2013 in respect of a business closed in a prior year is no longer required and was credited back to profit during the six months ended 30 June 2014. Profit before net financing expense increased by £38 million for the year ended 31 December 2012 compared to the year ended 31 December 2011. The increase in profit before net financing expense was due to an increase in revenue of £693 million from the year ended 31 December 2011 to the year ended 31 December 2012. Profit before net financing expense decreased from £212 million in the year ended 31 December 2012 to £211 million in the year ended 31 December 2013. Revenue decreased by £253 million in the year ended 31 December 2013 compared to the year ended 31 December 2012, however, this decrease was offset by increased margins in the year ended 31 December 2013 compared to the year ended 31 December 2012.

Trading profit decreased by 9 per cent. from £113 million for the six months ended 30 June 2013 to £102 million for the six months ended 30 June 2014. This was due to a £14 million decrease as a result of adverse currency movements, and a £6 million decrease from lower trading profit margin, discussed below, which was partially offset by £8 million growth from the increase in revenues. Trading profit margin decreased from 9.8 per cent. for the six months ended 30 June 2013 to 9.7 per cent. for the six months ended 30 June 2014. This was a result of revenue growth in Clean Energy, which has a slightly lower trading profit margin and from the timing of contract close outs, which were more favourable last year. Trading profit increased by 3 per cent. from £233 million for the year ended 31 December 2012 to £241 million for the year ended 31 December 2013. Trading profit margin increased from 9.3 per cent. for the year ended 31 December 2012 to 10.7 per cent. for the year ended 31 December 2013. Trading profit and trading profit margin were positively impacted by cost efficiencies resulting from the restructuring into geographic business units, favourable project close-outs and grants from the US government for research and development activities. Trading profit margin was also impacted by the reduction in procurement compared to the year ended 31 December 2012. Trading profit increased by 16 per cent. from £200 million for the year ended 31 December 2011 to £233 million for the year ended 31 December 2012. Trading profit margin decreased from 11.1 per cent. for the year ended 31 December 2011 to 9.3 per cent. for the year ended 31 December 2012. Trading profit margin was impacted by the procurement activities on three projects (which, although recognised as revenue does not contribute to trading profit margin). In addition, there were delays to the Kearl initial development in the oil sands, which resulted in profit being lower than expected.

The following table sets forth revenue, trading profit and trading profit margin for the six months ended 30 June 2014 and 2013 and the years ended 31 December 2013, 2012 and 2011:

Revenue in Europe decreased by 7 per cent. from £589 million for the six months ended 30 June 2013 to £545 million for the six months ended 30 June 2014. This decrease was primarily by the reduction in Oil & Gas revenue, primarily from greenfield projects, and lower client activity in the UK North Sea. Revenue in Europe increased by 14 per cent. from £1,080 million for the year ended 31 December 2012 to £1,227 million for the year ended 31 December 2013. This increase was driven primarily by revenue from Oil & Gas activity in the UK North Sea, which increased from £671 million for the year ended 31 December 2012 to £842 million for the year ended 31 December 2013 and the impact of a full year's revenue of ESRC in the Clean Energy market following its acquisition in 2012 of £28 million. Revenue in Europe increased by 20 per cent. from £899 million for the year ended 31 December 2011 to £1,080 million for the year ended 31 December 2012. This increase was driven primarily by a combination of increased revenue in the Oil & Gas market from £527 million for the year ended 31 December 2011 to £671 million for the year ended 31 December 2012 and the impact of six months' revenue in the Clean Energy market of £31 million following the acquisition of ESRC.

Profit before net financing expense increased from £28 million for the six months ended 30 June 2013 to £32 million for the six months ended 30 June 2014. The increase in profit before net financing expense primarily reflects the losses incurred during the six months ended 30 June 2013 from delays to the Teesside Gas Processing Plant contract which led to cost escalation. This was offset by the profit impact of the reduction in revenue for the six months ended 30 June 2014. Profit before net financing expense increased from £61 million in the year ended 31 December 2012 to £63 million in the year ended 31 December 2013. The increase in profit before net financing expense was due to an increase in revenue of £147 million from the year ended 31 December 2012 to the year ended 31 December 2013.

Profit before net financing expense increased from £60 million in the year ended 31 December 2011 to £61 million in the year ended 31 December 2012. The increase in profit before net financing expense was due to the increase in revenue of £181 million for the year ended 31 December 2012 compared to the year ended 31 December 2011.

Trading profit increased by 13 per cent. from £40 million for the six months ended 30 June 2013 to £45 million for the six months ended 30 June 2014 with the reversal of losses incurred on the Teesside Gas Processing Plant project partially offset by the profit impact of the reduced revenue. Trading profit margin increased from 6.7 per cent. for the six months ended 30 June 2013 to 8.2 per cent. for the six months ended 30 June 2014. The increase in trading profit margin in 2014 reflects the impact of the losses incurred in 2013 from the Teesside Gas Processing Plant contract, which is now complete. Trading profit decreased by 2 per cent. from £95 million for the year ended 31 December 2012 to £93 million for the year ended 31 December 2013. Trading profit margin decreased from 8.8 per cent. for the year ended 31 December 2012 to 7.6 per cent. for the year ended 31 December 2013, mainly as a result of a reduction in contribution from the NMP joint venture due to a lower realisation of performance based payments and losses incurred as a result of delays in the Teesside Gas Processing Plant contract. Trading profit was £95 million for the years ended 31 December 2012 and 2011. Trading profit margin decreased from 10.6 per cent. for the year ended 31 December 2011 to 8.8 per cent. for the year ended 31 December 2012, mainly as a result of a shift in business mix to the more mature markets of the North Sea together with a reduced contribution from the NMP joint venture. There were also a number of successful project close outs during 2011.

The following table sets forth revenue, trading profit and trading profit margin for the six months ended 30 June 2014 and 2013 and the years ended 31 December 2013, 2012 and 2011:

Revenue in the Growth Regions increased by 5 per cent. from £265 million for the six months ended 30 June 2013 to £279 million for the six months ended 30 June 2014. This increase was mainly

driven by strong growth in Oil & Gas revenues and some recovery in Mining reflecting recent awards in Australia, although E&I revenue was impacted by the phasing of US Government activity at overseas federal bases. However, the growth in revenue was offset by a £26 million negative impact of currency movements. Revenue in the Growth Regions increased by 1 per cent. from £531 million for the year ended 31 December 2012 to £536 million for the year ended 31 December 2013. This increase was driven primarily by increased revenue from Oil & Gas activities in the Middle East, which was offset by decreased Mining revenue in Australia. Revenue in the Growth Regions increased by 20 per cent. from £442 million for the year ended 31 December 2011 to £531 million for the year ended 31 December 2012. This increase was driven primarily by increased revenue as a result of organic growth in Oil & Gas and Mining markets, along with the revenue impact of the acquisition of Unidel.

Profit before net financing expense increased from £7 million for the six months ended 30 June 2013 to £10 million for the six months ended 30 June 2014. The main driver behind the increase from the six months ended 30 June 2013 to the six months ended 30 June 2014 was the increase in revenue and a reduction of £2 million in intangible amortisation as the amortisation periods for earlier acquisitions come to an end. Profit before net financing expense increased from £1 million for the year ended 31 December 2012 to £10 million for the year ended 31 December 2013. The main driver behind the increase from the year ended 31 December 2012 to the year ended 31 December 2013 was a reduction in restructuring costs. Profit before net financing expense decreased from £36 million in the year ended 31 December 2011 to £1 million in the year ended 31 December 2012. The decrease from the year ended 31 December 2011 to the year ended 31 December 2012 was mainly due to restructuring costs in 2012 which were not incurred in 2011.

Trading profit increased by 4 per cent. from £16 million for the six months ended 30 June 2013 to £17 million for the six months ended 30 June 2014. This was a result of a £3 million increase from organic revenue growth, which was offset by a £2 million decrease from currency movements. Trading profit margin decreased slightly from 6.1 per cent. for the six months ended 30 June 2013 to 6.0 per cent. for the six months ended 30 June 2014, with margin improvement held back by lack of scale across the region. Trading profit increased by 3 per cent. from £32 million for the year ended 31 December 2012 to £33 million for the year ended 31 December 2013. Trading profit margin increased slightly from 6.1 per cent. for the year ended 31 December 2012 to 6.2 per cent. for the year ended 31 December 2013 related to integration of the Growth Regions into AMFW's new geographical structure offset by weak market conditions in Australia. Trading profit decreased by 30 per cent. from £46 million for the year ended 31 December 2011 to £32 million for the year ended 31 December 2012. Trading profit margin decreased from 10.3 per cent. for the year ended 31 December 2011 to 6.1 per cent. for the year ended 31 December 2012. This decrease was driven primarily by weaker market conditions in Australia in 2012, which was partially offset by the award of new contracts in the Middle East. In addition, trading profit margin in 2011 was driven by the successful settlement of claims arising in the GRD Limited business, which was acquired in 2009, and successful project close outs.

Investment Services principally comprises the Incheon Bridge project in Korea, AMFW's insurance captive, AMFW's residual UK wind development activities and a range of other non-core activities. Revenue for the six months ended 30 June 2014 was £3 million as compared to £2 million for the six months ended 30 June 2013. Trading profit for the six months ended 30 June 2014 was £4 million as compared to £8 million for the six months ended 30 June 2013. The decrease in trading profit for the six months ended 30 June 2014 reflects the impact of the successful exit from assets in North America during 2013 which was not repeated during the six months ended 30 June 2014. Revenue for the year ended 31 December 2013 was £6 million as compared to £9 million and £6 million for the years ended 31 December 2012 and 2011, respectively. Trading profit for the year ended 31 December 2013 was £11 million as compared to £7 million and £4 million for the years ended 31 December 2012 and 2011,

respectively. The significant increase in trading profit for the year ended 31 December 2013 was due to the successful resolution of existing disputes related to AMFW's North American construction business, which was closed a number of years ago.

AMFW's net cash flow from operating activities for the six months ended 30 June 2014 was a cash outflow of £14 million as compared to a net cash inflow of £12 million for the six months ended 30 June 2013. This decrease of £26 million was primarily the result of a profit shortfall with a decrease of £38 million in net cash inflow from operating activities before working capital movements offset by £8 million lower cash outflow from working capital and £4 million lower tax payments. Net cash flow from operating activities for the year ended 31 December 2013 was a cash inflow of £240 million as compared to a net cash inflow of £242 million for the year ended 31 December 2012 and a net cash inflow of £173 million for the year ended 31 December 2011. Net cash flow from operating activities for the year ended 31 December 2013 was primarily impacted by increased cash generated from operations. Improved working capital management of inventories, trade and other receivables, trade and other payables and provision accounted for £39 million of increased cash generation. However, this was offset by a decrease in net cash inflow from operating activities before working capital cash flows of £18 million, from £323 million in the year ended 31 December 2012 to £305 million in the year ended 31 December 2013. The primary reason for this decrease was a decrease of £17 million in profit before income taxation to £239 million in the year ended 31 December 2013 after the inclusion of a £16 million loss before income taxation from discontinued operations in the year ended 31 December 2013 compared to a £2 million profit before income taxation from discontinued operations in the previous year. This loss resulted from residual assets and retained obligations in respect of businesses sold in prior years, as well as the UK conventional power business, which was discontinued in 2013. The other principal driver of the decrease in net cash flow from operating activities was an increase in taxes paid, from £29 million in the year ended 31 December 2012 to £52 million in the year ended 31 December 2013, following the settlement of historical claims with the tax authorities.

Comparatively, for the year ended 31 December 2012, net cash flow from operating activities increased by 40 per cent. from £173 million in the year ended 31 December 2011 to £242 million in the year ended 31 December 2012. This increase resulted from an increase in cash generated from operating activities before working capital cash flows of £42 million between the periods due primarily to a £6 million increase in profit before income taxation and an increase of £30 million that resulted from the impact of non-cash flow items, principally an increase of £9 million in financial expense and a £9 million increase in the loss on disposal of businesses. Improved working capital management of inventories, trade and other receivables, trade and other payables and provision accounted for £20 million of the increased cash generation. The cash inflow was also impacted by the successful

settlement of certain claims and refunds resulting from the agreement of historical items with various tax authorities and led to a £7 million reduction in tax paid.

AMFW's net cash flow from investing activities for the six months ended 30 June 2014 was a net cash outflow of £38 million as compared to a net cash outflow of £16 million for the six months ended 30 June 2013. The increase of £22 million in net cash outflow from investing activities for the six months ended 30 June 2014 was a result of payments made upon the exit from the Lancashire Waste joint venture. Net cash flow from investing activities for the year ended 31 December 2013 was a net cash outflow of £40 million as compared to a net cash outflow of £183 million for the year ended 31 December 2012 and a net cash outflow of £126 million for the year ended 31 December 2011. The decrease of 78 per cent. in net cash outflow from investing activities for the year ended 31 December 2013 was a result of a decrease of £139 million, from £159 million for the year ended 31 December 2012 to £20 million for the year ended 31 December 2013, in expenditure on acquisitions, primarily due to the expenditure of £136 million on the acquisition of Energy, Safety and Risk Consultants Limited in the year ended 31 December 2012.

The increase in net cash outflow from investing activities in the year ended 31 December 2012 compared to the year ended 31 December 2011 was due to lower cash outflows on acquisitions of £254 million in the year ended 31 December 2011 compared to £159 million in the year ended 31 December 2012 and a cash inflow of £168 million as a result of a reduction in short-term bank deposits related to the utilisation of AMFW's surplus cash that had previously been held on deposit to fund the investment and operating activities of AMFW.

AMFW's net cash flow from financing activities for the six months ended 30 June 2014 was a cash inflow of £6 million as compared to a net cash outflow of £45 million for the six months ended 30 June 2013 as the six months ended 30 June 2013 included payments of £45 million for the acquisition of shares as part of AMFW's share buyback programme. In addition, there were positive cash flows from net borrowings which were partially offset by increases in the amount of dividends paid. Net cash flow from financing activities for the year ended 31 December 2013 was a cash outflow of £189 million as compared to a net cash outflow of £312 million for the year ended 31 December 2012 and a net cash outflow of £98 million for the year ended 31 December 2011, mainly as a result of increases in the amount of dividends paid, changes in net borrowing and the acquisition of shares as part of AMFW's share buyback programme.

Dividends of £40 million and £36 million were paid to AMFW shareholders during the six months ended 30 June 2014 and 2013, respectively, and dividends of £108 million, £98 million and £86 million were paid to AMFW shareholders during the years ended 31 December 2013, 2012 and 2011, respectively, reflecting AMFW's progressive dividend policy.

In April 2013, AMFW entered into a £100 million term loan and, in July 2012, AMFW entered into a £377 million multi-currency revolving credit facility. As at 30 June 2014, £170 million of the combined loans and facilities was used, resulting in net proceeds of £50 million during the period. As at 30 June 2013, £185 million of the facilities was utilised, giving a positive cash flow of £35 million during that period. As at 31 December 2013, £120 million of the combined loans and facilities was used, resulting in a net repayment of £30 million during the year. As at 31 December 2012, £150 million of the revolving credit facility was utilised, giving a positive cash flow of £150 million. There were no such loans or facilities in the year ended 31 December 2011.

In February 2012, AMFW announced a share buyback programme that ended in February 2013. Pursuant to this programme, AMFW purchased 4.2 million shares at a cost of £45 million and

33 million shares at a cost of £358 million in the years ended 31 December in 2013 and 2012, respectively.

AMFW's capital expenditure for the six months ended 30 June 2014 and 2013 was £7 million and £4 million, respectively, and for each of the years ended 31 December 2013, 2012 and 2011 was £10 million, £19 million and £12 million, respectively.

AMFW seeks to maintain a balanced capital structure comprising a mix of debt and equity, which is determined by considering its business profile and strategy, financial policies and the availability and cost of funding. AMFW expects its long-term net debt to be no more than two times trading profit. AMFW may choose to exceed this if required based on an analysis of the above factors; however, AMFW expects that any such increases would be temporary given its net cash inflow from operations.

On 18 July 2012, AMFW entered into a five-year £377 million multi-currency revolving credit facility with The Royal Bank of Scotland plc as facility agent and a number of other banks as original lenders. On 9 April 2013, AMFW entered into a 12-month £100 million sterling term loan between, among others, AMFW and The Royal Bank of Scotland plc. The original maturity date of the term loan is 9 April 2014; however, each of the banks has committed to renew the term loan until 9 April 2015. As at 31 December 2013, £120 million of the loans and facilities had been utilised.

On 13 February 2014, AMFW entered into a $2.16 billion credit facility agreement with, among others, Bank of America Merrill Lynch International Limited as facility agent, and the Lenders as original lenders. The agreement was entered into:

On 14 July 2014, AMFW amended the agreement to, among other things, increase the financing under the revolving facility to $350 million and the overall available financing under the Debt Financing to $2.26 billion.

The Debt Financing is divided as follows: Facility A is $250 million, Facility B is $830 million, Facility C is $830 million and the revolving facility is $350 million. The interest rates under the Debt Financing vary by facility and are equal to the aggregate of the applicable margin plus LIBOR or EURIBOR. The Debt Financing contains certain financial covenants, including:

AMFW's contractual obligations comprise bank overdrafts, the portion of bank loans and facilities which have been drawn down, operating lease obligations and committed future payments to the defined benefit pension scheme. AMFW enters into the following types of operating leases: short-term plant hires, leases for motor vehicles and office equipment with lease periods of two to five years and longer-term property leases. The following table sets out AMFW's contractual obligations as at 31 December 2013:

Other than the operating lease obligations noted above, AMFW does not engage in any material off-balance sheet arrangements.

The principal financial risks to which AMFW is exposed are: (i) foreign currency exchange risk; (ii) funding and liquidity risk; (iii) counterparty credit risk; and (iv) interest rate risk. The AMFW Board has approved policies for the management of these risks.

AMFW's treasury department manages funding risk, liquidity risk, credit risk and risks arising from movements in interest and foreign currency rates within a framework of policies and guidelines approved by the AMFW Board. The treasury department does not operate as a profit centre and the undertaking of speculative transactions is not permitted. Treasury operations are conducted within a framework of policies and guidelines authorised and reviewed by the AMFW Board, most recently in October 2013. For additional information, see the notes accompanying AMFW's financial statements included elsewhere in this prospectus.

AMFW publishes its consolidated accounts in pounds sterling. The majority of its trading income is denominated in the local currency of its business operations, which provides a natural hedge against the currency of its cost base. Where commercial contracts are undertaken which are denominated in foreign currencies, AMFW seeks to mitigate the foreign exchange risk when the cash flow giving rise to such exposure becomes certain or highly probable. This is achieved through the use of forward currency arrangements, which may include the purchase of currency options. There are currently no material transactional exposures which have been identified and remain unhedged. AMFW has no reason to believe that any outstanding forward contract will not be able to be settled from the underlying commercial transactions.

As at 31 December 2013, AMFW was committed to forward foreign exchange contracts and foreign exchange swaps designated as cash flow hedges with a total notional contract amount outstanding of £68 million (compared to £26 million and £43 million as at 31 December 2012 and 2011, respectively). Certain forward foreign exchange contracts and foreign exchange swaps are not designated as cash flow hedges and changes in their fair value are recognised through the income statement. As at 31 December 2013, the notional contract amount of these contracts and swaps was £49 million (compared to £144 million and £201 million as at 31 December 2012 and 2011, respectively).

AMFW previously had forward foreign exchange contracts which had been designated as hedges of the net investments in core subsidiaries in Canada and the United States, but, in line with a change in AMFW's policy to cease net investment hedging for core assets of the business, these were not replaced when they matured.

A portion of AMFW's earnings is generated in non-sterling currencies. Such overseas profits are translated into sterling at the average exchange rate prevailing throughout the year. The impact on AMFW's profits is monitored on an ongoing basis. As AMFW hedges its material transaction-related exposure, it has no material transactional profit or loss sensitivity.

In addition, AMFW has various assets denominated in foreign currencies, principally US dollars and Canadian dollars. A proportion of these assets, including unamortised goodwill, had been designated in net investment hedges using cross-currency instruments. AMFW changed its policy in 2009 to cease net investment hedging for core assets of the business, and the remaining hedging contracts matured during 2013. In specific circumstances, for example the planned repatriation of foreign assets, AMFW may from time to time enter into new net investment hedges to manage foreign exchange risks.

AMFW's policy aims to ensure the constant availability of an appropriate amount of funding to meet both current and future forecast requirements consistent with AMFW's budget and strategic plans. AMFW will finance operations and growth from its existing cash resources and the £477 million in committed banking facilities of which £120 million was drawn as at 31 December 2013. Appropriate facilities will be maintained to meet ongoing requirements for bank guarantees and letters of credit. In addition, on 13 February 2014, AMFW entered into a $2.16 billion credit facility agreement, which was subsequently increased to $2.26 billion, for the purposes of financing the Acquisition, repaying the £100 million credit facility dated 9 April 2013 and funding general corporate purposes, which AMFW will utilise for the Offer and going forward. For further information on AMFW's facilities, see "—Liquidity and Capital Resources" above.

AMFW is exposed to credit risk to the extent of non-payment by either its customers or the counterparties of its financial instruments. The effective monitoring and control of credit risk is a key component of AMFW's risk management activities.

The credit risk associated with customers is considered as part of each tender review process and is addressed initially through contract payment terms. Where appropriate, payment security is sought. Credit control practices are applied thereafter during the project execution phase. A right to interest and suspension is normally sought in all contracts.

Trade receivable exposures are typical with large companies and government-backed organisations and the credit ratings of these organisations are monitored. Credit risks are minimised through the use

of letters of credit, parent company guarantees, insurance instruments and forward funding where achievable.

AMFW's most significant customer for the year ended 31 December 2013 accounted for around 8 per cent. of revenue from continuing operations and around 4 per cent. of current trade and other receivables. For the years ended 31 December 2012 and 2011, the most significant customer accounted for 15 per cent. and 14 per cent. of revenue from continuing operations, respectively, and a similar percentage of trade and other receivables.

As at 31 December 2013, the amount of trade receivables totalled £453 million (as compared to £462 million and £424 million as at 31 December 2012 and 2011, respectively), of which £219 million (as compared to £191 million and £186 million as at 31 December 2012 and 2011, respectively) was past due. These amounts exclude retentions relating to contracts in progress. Based on past experience, AMFW believes that no material impairment allowance is necessary in respect of trade receivables not past due.

Credit risks arising from treasury activities are managed by a central treasury function in accordance with the AMFW Board approved treasury policy. The objective of the policy is to diversify and minimise AMFW's exposure to credit risk from its treasury activities by ensuring that surplus funds are placed with a diversified range of 25 to 30 mainstream banks and with each counterparty up to a pre-approved limit. These limits are set at prudent levels by the AMFW Board and are based primarily on credit ratings set by Moody's, S&P and Fitch. Credit ratings are monitored continually by AMFW's treasury department. AMFW's treasury department monitors counterparty exposure on a global basis to avoid an over-concentration of exposure to any one counterparty.

As a result of its funding and liquidity requirements, AMFW is exposed to interest rate risk. AMFW's borrowings are denominated in pounds sterling. The £377 million multi-currency revolving credit facility is subject to an interest rate of LIBOR plus a margin depending on leverage. The £100 million term loan is subject to an interest rate of LIBOR plus a fixed margin.

As at 31 December 2013, AMFW had a total of £250 million in interest-earning financial assets, comprising bank deposits and cash and cash equivalents, excluding bank overdrafts (as compared to £275 million and £521 million as at 31 December 2012 and 2011, respectively), of which £245 million was due within six months. As at 31 December 2013, AMFW had a total of £129 million in interest-bearing financial liabilities, comprising bank overdrafts and bank loans (as compared to £176 million and nil as at 31 December 2012 and 2011, respectively), all due within six months.

All disclosures of US dollar amounts, except share data and per share amounts, are presented in thousands of dollars except as otherwise stated. Percentages and amounts presented herein may not calculate or sum precisely due to rounding.

Following the completion of the Offer and the acquisition by AMFW of 95.275 per cent. of the outstanding Foster Wheeler shares, AMFW, through AMEC International Investments BV, became the controlling shareholder of Foster Wheeler. As described under "Information about AMFW—Acquisition of Foster Wheeler", AMFW is initiating a Squeeze-Out Merger to acquire 100 per cent. of the Foster Wheeler shares. AMFW has begun the process of integrating Foster Wheeler, which is ongoing. As part of the integration of Foster Wheeler, AMFW will reconstitute its geographic business units and Foster Wheeler's existing Global Power Group into a new operating structure. See "Information about AMFW—Proposed Operating Structure". Therefore, going forward, the organisational structure of Foster Wheeler as described below will cease to exist.

The following is a description of Foster Wheeler's historic and current business and operational structure.

Foster Wheeler is a leading international engineering, construction and project management contractor and power equipment supplier with operations in over 30 countries worldwide.

The following chart presents Foster Wheeler's historic organisational structure:

Foster Wheeler was formed in 1927 through the merger of the Power Specialty Company and the Wheeler Condenser & Engineering Company. In 1929, the new company was listed on the New York Stock Exchange. Initially, Foster Wheeler's main business was the design and supply of boilers and related equipment. Foster Wheeler began its international growth in the late 1920s when it established operations in the United Kingdom and Canada. In subsequent years, it expanded its product offering to include not only power equipment but speciality heaters and other production units for process plants. This expanded product and service offering evolved into a recognised expertise in designing and managing the construction of large industrial facilities such as oil refineries, petrochemical plants and pharmaceutical facilities. As demand for the company's services increased, Foster Wheeler established additional offices in Europe and other parts of the world. Foster Wheeler's growth in its core businesses continued from the 1930s through the 1980s. In 1995, the company acquired Pyropower, a company in Finland that had developed circulating fluidised bed technology for solid fuel combustion.

Foster Wheeler undertook a restructuring programme from 2002 through 2004, primarily to reduce its long-term debt, which had grown to more than $1.0 billion and had become increasingly difficult to service due to the operating losses incurred as a result of difficult market conditions in the late 1990s. The restructuring programme took the form of a series of equity-for debt swaps; the negotiation of a new credit agreement; a reverse stock split; and various cost reduction efforts including but not limited to a reduction in corporate staffing and the "freezing" of its defined benefit pension plan for US employees. Foster Wheeler emerged from the restructuring programme in 2005 with a strengthened balance sheet and relisted its shares on NASDAQ. By 2006, Foster Wheeler's long-term debt had been lowered to approximately $200 million and its corporate overhead expenses had also been reduced.

In 2009, Foster Wheeler changed its place of incorporation from Bermuda to Switzerland in order to establish a corporation that was more centrally located within its area of worldwide operations. Switzerland also provides a stable and well-developed tax regime and a sophisticated financial and commercial environment. Foster Wheeler's operations have continued to be conducted through existing subsidiaries and their branch offices, which are located around the world.

In 2010, Foster Wheeler relocated its principal executive offices to Geneva, Switzerland and subsequently relocated its principal executive offices to Reading, United Kingdom in 2013.

For a discussion of Foster Wheeler's acquisitions and disposals for the years ended 31 December 2013, 2012 and 2011 see the section entitled "Operating and Financial Review of Foster Wheeler—Overview".

Foster Wheeler operates through two business groups: the Global E&C Group and the Global Power Group.

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

Foster Wheeler's 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. Foster Wheeler's Global E&C Group also owns a proprietary sulphur recovery technology which is used to treat gas streams containing hydrogen sulphide for the purpose of reducing the sulphur content of fuel products and to recover a saleable sulphur by-product. In addition, Foster Wheeler's Global E&C Group owns and operates electric power generating wind farms in Italy, and also holds a non-controlling 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 non-controlling interest in a joint venture company that is fully licenced to engineer, procure and construct process facilities in China.

Foster Wheeler's Global E&C Group generates revenues from design, EPC and project management activities pursuant to contracts spanning up to approximately four years in duration. In addition, the Global E&C Group generates equity earnings from returns on its non-controlling interest investments in various power production facilities.

Foster Wheeler's 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. Foster Wheeler believes that its competitive differentiation in serving these markets is the ability of its products to cleanly and efficiently burn a wide range of fuels, singularly or in combination. Foster Wheeler's Global Power Group's steam generators utilise 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 Foster Wheeler's Global Power Group's business. In particular, Foster Wheeler's circulating fluidised-bed, or CFB, steam generators are able to burn coals of varying quality, as well as numerous other materials.

For both CFB and pulverised coal, or PC, steam generators, Foster Wheeler offers supercritical once-through-unit designs to further improve the energy efficiency and, therefore, the environmental performance of these units. Once-through supercritical steam generators operate at a higher pressure of water, as it is converted to steam, than traditional plants, which results in higher efficiencies and lower emissions, including emissions of carbon dioxide, or CO₂, which is considered a greenhouse gas.

Foster Wheeler's Global Power Group also conducts research and development in the areas of combustion; solid, fluid and gas dynamics; heat transfer; materials; and solid mechanics. In addition, Foster Wheeler's Global Power Group licences its technology to a limited number of third parties in select countries or markets.

Foster Wheeler's Global Power Group also holds a controlling interest in and operates a combined-cycle gas turbine facility; holds a non-controlling interest in a petcoke-fired CFB facility for refinery steam and power generation; and operates a university cogeneration power facility for steam/electric generation.

Foster Wheeler's Global Power Group generates revenues from engineering activities, equipment supply, construction contracts, operating and maintenance agreements, and royalties from licensing its technology. In addition, Foster Wheeler's Global Power Group generates equity earnings from returns on its non-controlling interest investments in various power production facilities.

Foster Wheeler is continuing the development of Flexi-Burn^TM CFB technology, which it sees as a key component in a flexible and practical carbon capture and storage solution for large-scale power generation. A power plant utilising Flexi-Burn^TM CFB technology can operate in either conventional or carbon capture mode. In the carbon capture mode, the CFB technology will produce a CO₂-rich flue gas which can then be delivered to a storage location while avoiding the need for large, expensive and energy intensive post-combustion CO₂ separation equipment. Together with its partners, Foster Wheeler has built a FlexiBurn^TM CFB pilot plant (approximately 30 megawatt thermal, equivalent to approximately 10 MWe) that has been successfully capturing CO₂ since September 2012. Foster Wheeler is currently seeking additional partners and funding to further develop this technology on a commercial scale;

To enhance its environmental product portfolio, Foster Wheeler acquired an environmental company in Germany in 2011. The company successfully supplies a specialised multi-pollutant scrubbing technology that utilises CFB technology to economically capture sulphur dioxide, or SO₂, acid gases, heavy metals and other harmful emissions, which are becoming increasingly regulated in the United States and Europe.

Foster Wheeler provides a broad range of site services relating to all of the products described above, including construction and erection services, maintenance, plant upgrading and life extension, engineering and replacement parts, improving plant environmental performance and plant repowering.

In addition to the Global E&C Group and the Global Power Group, which represent two of Foster Wheeler's operating segments for financial reporting purposes, Foster Wheeler reports the financial results associated with the management of entities which are not managed by one of its two business groups, which includes corporate centre expenses, its captive insurance operation and expenses related to certain legacy liabilities, such as asbestos, in the C&F Group, which also represents an operating segment for financial reporting purposes.

Foster Wheeler markets and sells its services and products through a worldwide staff of sales and marketing professionals, through a network of sales representatives and through partnership or joint venture arrangements. Its businesses are not seasonal and are not dependent on a limited group of clients. For the years ended 31 December 2013 and 2012, one client of Foster Wheeler's Global E&C Group accounted for approximately 12 per cent. of consolidated operating revenues (inclusive of flow-through revenues as described under "—Unfilled Orders" below) in both years; however, the associated flow-through revenues included in this percentage accounted for approximately 11 per cent. of consolidated operating revenues for the years ended 31 December 2013 and 2012. A second client of Foster Wheeler's Global E&C Group accounted for approximately 26 per cent. of consolidated operating revenues (inclusive of flow-through revenues) for the year ended 31 December 2011; however, the associated flow-through revenues included in these percentages accounted for approximately 25 per cent. of consolidated operating revenues for the year ended 31 December 2011. No other single client accounted for 10 per cent. or more of consolidated revenues for the years ended 31 December 2013, 2012 or 2011. Representative clients include state-owned and multinational oil and gas companies; major petrochemical, chemical, minerals and metals, and pharmaceutical companies; national, municipal and independent electric power generation companies, including public utility companies; and government agencies throughout the world. The majority of revenues and new business originates outside the United States.

Foster Wheeler owns and licences patents, trademarks and know-how, which are used in each of the business groups. The life cycles of the patents and trademarks are of varying durations. Foster Wheeler is not materially dependent on any particular patent or trademark, although it depends on its ability to protect its intellectual property rights to the technologies and know-how used in its proprietary products. As noted above, the Global Power Group has granted licences to a limited number of companies in select countries to manufacture steam generators and related equipment and certain of Foster Wheeler's other products. Foster Wheeler's principal licensees in 2013 were located in India, Japan and South Korea. For the years ended 31 December 2013, 2012 and 2011, recurring royalty revenues ranged from approximately $7,000 to $15,000 per year. Research and development activities are primarily performed by the Global Power Group and the associated expenses are not material to Foster Wheeler's results and/or to the results of the Global Power Group.

Foster Wheeler executes its contracts on lump sum turnkey, fixed-price, target-price with incentives and cost-reimbursable bases. Generally, Foster Wheeler believes contracts are awarded on the basis of price, acceptance of certain project-related risks, technical capabilities and availability of qualified personnel, reputation for quality and ability to perform in a timely manner, ability to execute projects in line with client expectations, including the location of engineering activities and the ability to meet local content requirements, and safety record. On certain contracts, Foster Wheeler's clients may make a down payment at the time a contract is executed and continue to make progress payments until the contract is completed and the work has been accepted as satisfying contract requirements. Foster Wheeler's products are custom designed and manufactured, and are not produced for inventory. Foster Wheeler's Global E&C Group frequently purchases materials, equipment and third-party services at cost for clients on a cash-neutral or reimbursable basis when providing engineering specification or procurement services, referred to as "flow-through" amounts. "Flow-through" amounts are recorded both as revenues, which is referred to as flow-through revenues, and cost of operating revenues with no profit recognised.

Foster Wheeler measures its unfilled orders in terms of expected future revenues, which includes flow-through revenues. Foster Wheeler also measures unfilled orders in terms of Foster Wheeler scope, which excludes flow-through revenues. As such, Foster Wheeler scope measures the component of backlog of unfilled orders with profit potential and represents its services plus fees for reimbursable contracts and total selling price for lump sum or fixed-price contracts.

Foster Wheeler sources the materials used in its manufacturing and construction operations from several countries. Its procurement of materials, consisting mainly of steel products and manufactured items, is heavily dependent on unrelated third-party sources. These materials are subject to timing of availability and price fluctuations, which Foster Wheeler monitors on a regular basis. Foster Wheeler has access to numerous global sources and is not dependent on any single source of supply.

Foster Wheeler is subject to certain federal, state and local environmental, occupational health and product safety laws arising from the countries where it operates. In addition, Foster Wheeler purchases materials and equipment from third-parties, and engages subcontractors, who are also subject to these laws and regulations. Foster Wheeler does not anticipate any material capital expenditures or material adverse effects on earnings or cash flows as a result of complying with these laws.

The following table indicates the number of full-time, temporary and agency personnel in each of Foster Wheeler's business groups. Foster Wheeler believes that its relationship with its employees is satisfactory.

Many companies compete with Foster Wheeler in the engineering and construction business. Neither Foster Wheeler nor any other single company has a dominant market share of the total design, engineering and construction business servicing the global businesses previously described. Many companies also compete in the global power generating equipment business, and neither Foster Wheeler nor any other single competitor has an overall dominant market share over the entire steam generator product portfolio.

The vast majority of the market opportunities that Foster Wheeler pursues are subject to a competitive tendering process, and Foster Wheeler believes that its target customers consider the price, acceptance of certain project-related risks, technical capabilities and availability of qualified personnel, reputation for quality and ability to perform in a timely manner, ability to execute projects in line with client expectations, including the location of engineering activities and the ability to meet local content requirements, and safety record as the primary factors in determining which qualified contractor is awarded a contract. Foster Wheeler believes that it derives competitive strength from the quality of services and products, technology, worldwide procurement capability, project management expertise, ability to execute complex projects, professionalism, strong safety record and lengthy experience with a wide range of services and technologies.

Companies that compete with the Global E&C Group include, but are not limited to, the following: Bechtel Corporation; Chicago Bridge & Iron Company N.V.; Chiyoda Corporation; Fluor Corporation; Jacobs Engineering Group Inc.; JGC Corporation; KBR; Saipem S.p.A.; Technip; Técnicas Reunidas, SA; and WorleyParsons Ltd.

Companies that compete with the Global Power Group include, but are not limited to, the following: Alstom Power S.A.; Andritz Group AG; The Babcock & Wilcox Company; Babcock Power Inc.; Dongfang Boiler Works (a subsidiary of Dong Fang Electric Corporation); Doosan-Babcock; Harbin Boiler Co., Ltd.; Hitachi, Ltd.; Metso Corporation; Mitsubishi Heavy Industries Ltd.; and Shanghai Boiler Works Ltd.

Globally, Foster Wheeler's facilities provide approximately 4.5 million square feet of space for its operations. The following table provides the location and general use of Foster Wheeler's materially important owned or leased physical properties by business segment as at 31 December 2013. All or part of the listed properties may be leased or subleased to other affiliates. All properties are in good condition and adequate for their intended use.

Business Segment and Location	Principal Use	Owned/Leased

C&F Group
Zug, Switzerland	Registered office	Leased
Hampton, New Jersey	Office	Leased
Reading, United Kingdom	Principal executive offices	Leased
Global Engineering & Construction Group
Alberta, Canada	Office & engineering	Leased
Avellino, Italy⁽¹⁾	Wind farm towers	Owned & leased
Cary, North Carolina	Office & engineering	Leased
Chennai, India	Office & engineering	Leased
Glasgow, Scotland⁽²⁾	Office & engineering	Owned
Gurgaon, India	Office & engineering	Leased
Hampton, New Jersey	Office & engineering	Leased
Houston, Texas	Office & engineering	Leased
Hull, England	Office & engineering	Leased
Istanbul, Turkey	Office & engineering	Leased
Kolkata, India	Office & engineering	Leased
Kuala Lumpur, Malaysia	Office & engineering	Leased
LaPorte, Texas	Office	Leased
Madrid, Spain	Office & engineering	Leased
Mexico City, Mexico	Office & engineering	Leased
Middlesbrough, United Kingdom	Office & engineering	Leased
Midrand, South Africa	Office & engineering	Leased
Milan, Italy	Office & engineering	Leased
Monterrey, Mexico	Office & engineering	Leased
Paris, France	Office, engineering & warehouse	Leased
Philadelphia, Pennsylvania	Office & engineering	Leased
Provence, France	Office & engineering	Leased
Reading, United Kingdom	Office, engineering & warehouse	Leased
Santiago, Chile	Office & engineering	Leased
Shanghai, China	Office & engineering	Leased
Singapore	Office & engineering	Leased
South Jordan, Utah	Office & engineering	Leased
Sriracha, Thailand	Office & engineering	Leased
Global Power Group
Espoo, Finland	Office	Leased
Hampton, New Jersey	Office & engineering	Leased
Krefeld, Germany	Manufacturing & office	Leased
Kurikka, Finland	Manufacturing, office & warehouse	Leased
Martinez, California	Cogeneration plant	Owned
McGregor, Texas	Manufacturing & office	Owned
Melbourne, Florida	Office & warehouse	Leased
Norrkoping, Sweden	Manufacturing & office	Leased
Rayong, Thailand	Manufacturing & office	Leased
Shanghai, China	Office & engineering	Leased
Sosnowiec, Poland	Manufacturing, office & engineering	Leased

Some of Foster Wheeler's US and UK subsidiaries are defendants in numerous asbestos-related lawsuits and out-of-court informal claims pending in the United States and United Kingdom. Plaintiffs claim damages for personal injury alleged to have arisen from exposure to or use of asbestos in connection with work allegedly performed by Foster Wheeler's subsidiaries during the 1970s and earlier.

Of the approximately 125,200 open claims as at 31 December 2013, Foster Wheeler's subsidiaries are respondents in approximately 32,800 open claims where they have administrative agreements and are named defendants in lawsuits involving approximately 92,400 plaintiffs.

All of the open administrative claims have been filed under blanket administrative agreements that Foster Wheeler has with various law firms representing claimants and do not specify monetary damages sought. Based on its analysis of lawsuits, approximately 54 per cent. do not specify the monetary damages sought or merely recite that the amount of monetary damages sought meets or exceeds the required minimum in the jurisdiction in which suit is filed. Requested monetary damages range from

$1,000 to over $10 million. The majority of requests for monetary damages are asserted against multiple named defendants in a single complaint.

Foster Wheeler has worked with ARPC, nationally recognised consultants in the United States with respect to projecting asbestos liabilities, to estimate the amount of asbestos-related indemnity and defence costs at each year-end based on a forecast for the next 15 years. Each year, Foster Wheeler has recorded its estimated asbestos liability at a level consistent with ARPC's reasonable best estimate.

Based on its review of the activity in 2013, ARPC recommended that certain assumptions used to estimate Foster Wheeler's future asbestos liability be updated as at 31 December 2013. Accordingly, Foster Wheeler developed a revised estimate of its aggregate indemnity and defence costs through 31 December 2028 considering the advice of ARPC. For the year ended 31 December 2013, Foster Wheeler revalued its liability for asbestos indemnity and defence costs through 31 December 2028 to $278 million, which brought its liability to a level consistent with ARPC's reasonable best estimate. In connection with updating its estimated asbestos liability and related assets, Foster Wheeler recorded a net charge of $46 million in 2013. Foster Wheeler's estimated asbestos liability decreased during the nine months ended 30 September 2014 to $243 million, as a result of indemnity and defence cost payments totalling approximately $41 million partially offset by the impact of an increase in the liability related to Foster Wheeler's rolling 15-year asbestos-related liability estimate of approximately $6 million. Foster Wheeler's total asbestos-related liabilities are comprised of its estimates for its liability relating to open (outstanding) claims being valued and its liability for future unasserted claims through 30 September 2029.

Through 30 September 2014, total cumulative indemnity costs paid, prior to insurance recoveries, were approximately $851,100 and total cumulative defence costs paid were approximately $425,400, or approximately 33 per cent. of total defence and indemnity costs. Through 30 June 2014, Foster Wheeler's total cumulative indemnity costs paid, prior to insurance recoveries, were approximately $845 million and total cumulative defence costs paid were approximately $419 million, or approximately 33 per cent. of total defence and indemnity costs. The overall historic average combined indemnity and defence cost per resolved claim through 30 September 2014 was approximately $3,300. The average cost per resolved claim is increasing and Foster Wheeler believes it will continue to increase in the future.

For the nine months ended 30 September 2014, Foster Wheeler recorded a net asbestos-related provision of $5 million, for the six months ended 30 June 2014, Foster Wheeler recorded a net asbestos-related provision of $3 million and for the years ended 31 December 2013, 2012 and 2011, Foster Wheeler recorded a net asbestos-related provision of $30 million, $28 million and $10 million, respectively. Foster Wheeler's net asbestos-related provision for the year ended 31 December 2013 was the result of Foster Wheeler's revaluation of its asbestos liability and related assets resulting from:

Foster Wheeler's net asbestos-related provision for the year ended 31 December 2013 was also impacted, to a lesser extent, by:

Foster Wheeler believes the increase in its estimate of new claim filings and decrease in the zero-pay rate are short-term in nature and that the longer-term trend will revert to its previous forecast. Foster Wheeler will continue to monitor these parameters and adjust its forecasts if actual results differ from its assumptions.

Some of Foster Wheeler's subsidiaries in the United Kingdom have also received claims alleging personal injury arising from exposure to asbestos. As at 30 September 2014, 1,072 claims have been brought against Foster Wheeler's UK subsidiaries, of which 276 remained open. None of the settled claims has resulted in material costs to Foster Wheeler.

Foster Wheeler's total asbestos liability recorded in the United Kingdom was $30 million as at 30 September 2014. This liability estimate is based on a UK House of Lords judgment that pleural plaque claims do not amount to a compensable injury. If this ruling were to be reversed by legislation, Foster Wheeler's total asbestos liability recorded in the United Kingdom would increase to approximately $49 million, with a corresponding increase in the asbestos-related asset.

For additional information regarding Foster Wheeler's US and UK asbestos-related assets and liabilities, as well as its asbestos-related provisions, see "Operating and Financial Review of Foster Wheeler" and Note 16 to Foster Wheeler's consolidated financial statements included elsewhere in this prospectus.

In addition to the specific matters described below, in the ordinary course of business, Foster Wheeler is a party to litigation involving clients and subcontractors arising out of project contracts. Such litigation includes claims and counterclaims by and against Foster Wheeler for cancelled 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 Foster Wheeler was found to be liable for any of the claims or counterclaims against it, Foster Wheeler would incur a charge against earnings to the extent a reserve had not been established for the matter in its accounts or if the liability exceeds established reserves.

Due to the inherent commercial, legal and technical uncertainties underlying the estimation of Foster Wheeler's project claims, the amounts ultimately realised or paid by it could differ materially from the balances, if any, included in its financial statements, which could result in additional material charges against earnings, and which could also materially adversely impact Foster Wheeler's financial condition and cash flows.

In June 2011, a demand for arbitration was filed with the American Arbitration Association by Foster Wheeler's client's erection contractor against Foster Wheeler's client and Foster Wheeler in connection with a power plant project in the United States. At that time, no details of the erection contractor's claims were included with the demand. The arbitration panel was formed on 26 September 2012 and a detailed statement of claim from the erection contractor was delivered to the panel on

24 October 2012. According to the claim, the erection contractor is seeking unpaid contract amounts from Foster Wheeler's client and additional compensation from Foster Wheeler's client and Foster Wheeler for alleged delays, disruptions, inefficiencies, and extra work in connection with the erection of the plant. Foster Wheeler supplied the steam generation equipment for the project under contract with its 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 Foster Wheeler's client. Of this amount, the statement of claim asserts that approximately $150,000 is related to the steam generation equipment, and alleges failure on Foster Wheeler's part in connection with Foster Wheeler's performance under its steam generation equipment supply contract; those damages are claimed jointly against Foster Wheeler and Foster Wheeler's client. The claims against Foster Wheeler by the erection contractor allege negligence and, in its purported capacity as a third-party beneficiary and assignee of its steam generation equipment supply contract, breach of contract.

Responsive pleadings to the erection contractor's pleading were filed by the other parties, including Foster Wheeler, on 28 November 2012. Foster Wheeler's pleading denied the erection contractor's claims against it and asserted cross claims against Foster Wheeler's 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 asserted claims against Foster Wheeler's 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 joined in the erection contractor's claims against Foster Wheeler for delay-related damages and asserted cross claims against Foster Wheeler seeking over $5,000 in non-delay related damages.

In its pleading, Foster Wheeler's client asserted counter claims and cross claims for breach of contract and gross negligence against the erection contractor and the turbine contractor. Foster Wheeler's client also asserted cross claims against Foster Wheeler for any damages Foster Wheeler's client incurred, and for indemnification of any damages Foster Wheeler's client may be required to pay to the erection and turbine contractors, arising out of alleged failures of performance on Foster Wheeler's part under Foster Wheeler's steam generation supply contract. Foster Wheeler has denied its client's and the turbine contractor's cross claims against it.

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

On 1 November 2013, Foster Wheeler's client filed a motion seeking the bankruptcy court's approval of proposed debtor-in-possession financing. On 13 November 2013, Foster Wheeler's client filed its plan of reorganisation. The confirmation hearing for the plan of reorganisation, originally scheduled for 10 March 2014, has been adjourned. A new date for the hearing has not yet been

assigned. On 15 November 2013, Foster Wheeler's 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 Foster Wheeler's letters of credit, which stipulation was approved by the bankruptcy court. The court-approved stipulation also provided for the withdrawal of Foster Wheeler's client's motion to draw on Foster Wheeler's letters of credit and a bar to re-filing such motion prior to 1 March 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 21 November 2013. The plan of reorganisation 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 Foster Wheeler's mechanics lien and the mechanics liens of the turbine and erection contractors through a "claims estimation" proceeding. Foster Wheeler's client moved to compel claims estimation on 11 December 2013. Foster Wheeler and the turbine and erection contractors opposed the motion on various grounds. The motion was set to be heard on 7 February 2014, but adjourned at the request of Foster Wheeler's client to 12 February 2014. On 10 February 2014, Foster Wheeler agreed to a partial settlement of the outstanding claims under its supply contract with its client. The settlement agreement was subject to bankruptcy court approval, which was granted on 7 March 2014. Accordingly, Foster Wheeler's client's claims estimation motion has been withdrawn against Foster Wheeler upon approval of the agreement of the bankruptcy court. Under the agreement, Foster Wheeler is performing certain new work on the steam generation equipment in exchange for (i) a release from Foster Wheeler's client of liability for alleged defects in the steam generation equipment; (ii) restriction of Foster Wheeler's right to draw on Foster Wheeler's letters of credit to disputes involving the new work; and (iii) a court-approved assignment of Foster Wheeler's client's right to seek indemnification for the cost of the new work from the erection and turbine contractors. Also, under the agreement Foster Wheeler will release Foster Wheeler's client from liability for $14,800 in project claims related to delays, out of scope work, and improperly assessed delay liquidated damages in exchange for the court-approved assignment of Foster Wheeler's client's right to seek indemnification for these claims from the turbine and erection contractors. Foster Wheeler intends to vigorously pursue its claims for the $14,800 in project claims and for the cost of the new work against the turbine and erection contractors. The settlement agreement was subject to bankruptcy court approval, which approval was granted on 7 March 2014. The erection contractor has appealed the approval order, but has not applied to stay its enforcement during the pendency of the appeal. Accordingly, Foster Wheeler is proceeding with the new work. Foster Wheeler's client's claims estimation motion, which was adjourned pending approval by the agreement of the bankruptcy court, has now been withdrawn as against Foster Wheeler. On 24 November 2014, the US District Court dismissed the erection contractor's appeal of the approval order. The erection contractor has until 24 December 2014 within which to appeal the dismissal.

On 12 May 2014, the parties exchanged further submissions in support of their respective affirmative claims in the arbitration. The erection contractor contends in its submission that it incurred substantial delays and cost overruns due to performance failures on the part of Foster Wheeler's client and Foster Wheeler. The erection contractor is seeking an equitable extension of the project schedule, plus $222,000 in damages, plus attorneys' and expert fees and the cost of the arbitration. Of this amount, $63,000 is for claims solely against Foster Wheeler's client. The remaining $159,000 purportedly relates to Foster Wheeler's alleged failures and is being claimed jointly against Foster Wheeler's client and Foster Wheeler. The turbine contractor's submission largely reiterates the erection contractor's allegations related to Foster Wheeler and Foster Wheeler's client's performance failures. The turbine contractor's claims against Foster Wheeler's client total approximately $88,000. The turbine contractor also seeks a declaration that it did not cause any delay to the critical path of the

construction and commissioning schedule and that it is not liable for any delay liquidated damages to Foster Wheeler's client. The turbine contractor's claims against Foster Wheeler total approximately $5,300. Foster Wheeler's client's submission asserts claims for delay liquidated damages as well as defective equipment damages against the turbine contractor and the erection contractor, jointly and severally, totalling in excess of $400,000. Of this amount, $318,000 relates to delay liquidated damages, which includes $242,000 in liquidated damages accruing since Foster Wheeler's client's grant of Substantial Completion on 15 December 2011, because the turbine and erection contractors did not complete certain outstanding requirements and because the turbine contractor allegedly concealed unresolved deficiencies in the equipment it supplied. Foster Wheeler's submission seeks $37,000 in damages from the turbine and erection contractors. Of this amount, $14,400 relates to Foster Wheeler's existing project claims and $22,600 relates to Foster Wheeler's claims for the rehabilitation work that Foster Wheeler is performing for its client under the settlement agreement.

On 28 May 2014, Foster Wheeler's client filed an Amended Plan of Reorganisation and Plan Confirmation Schedule. Pursuant to the Amended Plan, Foster Wheeler's client's claims estimation motion against the turbine and erection contractors mechanics lien claims has been put on hold and Foster Wheeler's client has commenced an adversary proceeding in the bankruptcy court against their title company, seeking to declare that the title company is liable under its $825,000 policy in the event that the turbine and erection contractors' mechanics liens are determined to have priority over the liens securing Foster Wheeler's client's credit facility. That proceeding is set to be tried on 17 November 2014. On 8 July 2014, Foster Wheeler's client adjourned the Plan Confirmation hearing to a date to be determined, pending the outcome of the adversary proceeding against the title company.

On 15 October 2014, the parties exchanged submissions in the arbitration in response to the affirmative claims asserted against them. Any reply submissions are due by 22 December 2014. The hearing is scheduled for the first and second quarters of 2015.

On 21 October 2014, the erection contractor filed a motion in the bankruptcy proceeding seeking to have the court lift the automatic stay that is still in place with respect to Foster Wheeler's letters of credit in order to permit the arbitration panel to decide the erection contractor's claim of entitlement to the letters of credit as an alleged assignee of the steam generation equipment supply contract. Foster Wheeler intends to oppose the motion.

Foster Wheeler intends to vigorously defend the claims against it in the arbitration and pursue in the arbitration its claims against the turbine and erection contractors for the $14,800 in project claims and for the $22,600 cost of the new work.

Foster Wheeler's letters of credit remain in place and Foster Wheeler will vigorously oppose any attempt to draw down on them.

In November 2012, Foster Wheeler commenced arbitration in India against its client seeking collection of unpaid receivables in excess of £52,000 (approximately $86,000 based on the exchange rate in effect as at 31 December 2013), arising from services performed on a reimbursable basis for Foster Wheeler's client in connection with its client's grass roots refinery and petrochemicals project in northeastern India. Foster Wheeler's client rejected the claims and notified Foster Wheeler of various potential counterclaims that it may be asserting in the arbitration, purportedly totalling in excess of £55,000 (approximately $90,900 based on the exchange rate in effect as at 31 December 2013). In June 2013, Foster Wheeler submitted its detailed statement of claim, and in July 2013 Foster Wheeler's client submitted its detailed statement of defence and counterclaim. The amount of the counterclaim was increased to approximately £620,000 (approximately $1,024,900 based on the exchange rate in

effect as at 31 December 2013) in damages, including among other claims a claim for lost profits due to delay in the execution of the project. The counterclaim concerns a number of alleged issues arising in connection with Foster Wheeler's execution of the EPCM scope of Foster Wheeler's contract, from the period from contract award until the subsequent transfer by Foster Wheeler's client of Foster Wheeler's remaining EPCM scope to certain lump sum turnkey contractors hired directly by Foster Wheeler's client. Foster Wheeler's client further contends that it is liable for delays to the project and has withheld payment on account of delayed liquidated damages and, out of the total claim of £620,000 (approximately $1,024,900 based on the exchange rate in effect as at 31 December 2013) cited above, is seeking damages for lost profits in the amount of £555,000 (approximately $917,500 based on the exchange rate in effect as at 31 December 2013). Foster Wheeler strongly disputes these contentions. Any liability for delay damages is capped under the contract at a specified percentage of Foster Wheeler's contract value, currently equivalent to approximately £11,500 (approximately $19,000 based on the exchange rate in effect as at 31 December 2013), an amount already retained by Foster Wheeler's 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 Foster Wheeler's contract value, currently equivalent to approximately £28,800 (approximately $47,600 based on the exchange rate in effect as at 31 December 2013). The unpaid amount for which Foster Wheeler is seeking reimbursement in the arbitration may increase should its client continue to withhold amounts from Foster Wheeler's invoices, as the project is still in execution. The arbitration panel has been formed. Foster Wheeler's client moved to dismiss the arbitration as premature under the terms of the contract, and Foster Wheeler opposed that motion. The motion has been denied by the panel. Also, pursuant to Foster Wheeler's request, the panel scheduled a hearing early in the first quarter of 2014 for Foster Wheeler's claims for unpaid receivables, along with Foster Wheeler's client's counterclaim for a deductive change order in the amount of approximately £21,600 (approximately $35,700 based on the exchange rate in effect as at 31 December 2013). An initial session of that hearing took place in January 2014 and on 25 March 2014 the panel issued a declaratory award in Foster Wheeler's favour on the contractual interpretation pertaining to two of its claims for unpaid receivables. The remaining unpaid receivable claims and Foster Wheeler's client's counterclaim for a deductive change order were heard by the panel at sessions in May, June and July 2014, and an award on these claims is pending. On 30 June 2014, Foster Wheeler's client filed a petition in Delhi High Court challenging both the jurisdiction of the panel and the legality, propriety and validity of the 25 March 2014 declaratory award. Along with the petition, Foster Wheeler's client also filed an application seeking to stay the ongoing arbitration proceedings pending the outcome of the challenge. As for Foster Wheeler's client's challenge of the 25 March 2014 declaratory award, the court adjourned the matter for a further hearing to be held at the end of January 2015.

In the interim, the arbitration proceedings continue and the hearing on the remaining claims and counterclaims, including Foster Wheeler's client's counterclaim for lost revenue, is scheduled for the first quarter of 2015. In connection with such remaining claims and counterclaims, the parties exchanged detailed submissions in late August 2014. In its submission, Foster Wheeler's client increased the amount of its claim for lost revenue due to delay from £555,000 to £701,000 (approximately $1,134,500 based on the exchange rate in effect as of 30 September 2014), which therefore increased its client's total counterclaim from £620,000 to £766,000 (approximately $1,239,700 based on the exchange rate in effect as of 30 September 2014). Foster Wheeler's subsidiary's previously-stated defences to this counterclaim remain applicable. Reply submissions on the remaining claims and counterclaims were exchanged on 4 November 2014. Rejoinder submissions were exchanged on 17 December 2014. Foster Wheeler cannot predict the ultimate outcome of this matter at this time.

Under US federal statutes, such as the Resource Conservation and Recovery Act, Comprehensive Environmental Response, Compensation, and Liability Act of 1980, or 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 Foster Wheeler refers 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.

Foster Wheeler currently owns and operates industrial facilities and it has also transferred its interests in industrial facilities that it formerly owned or operated. It is likely that, as a result of Foster Wheeler's current or former operations, hazardous substances have affected the facilities or the real property on which they are or were situated. Foster Wheeler also has received and may continue to receive claims pursuant to indemnity obligations from the present owners of facilities it has transferred, which claims may require Foster Wheeler to incur costs for investigation and/or remediation.

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

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

In February 1988, one of Foster Wheeler's subsidiaries, Foster Wheeler Energy Corporation, or FWEC, entered into a Consent Agreement and Order with the USEPA and the Pennsylvania

Department of Environmental Protection, or PADEP, regarding its former manufacturing facility in Mountain Top, Pennsylvania. The order essentially required FWEC to investigate and remediate, as necessary, contaminants, including 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 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, or RI/FS, that in March 2009 it agreed to conduct. During the three months ended 31 December 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 17 June 2013 for the reduced amount of $1,004. During the three months ended 30 September 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 an area consisting of FWEC's former manufacturing facility and the affected residences, but it also stated that the proposed listing may not be finalised 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.

Foster Wheeler's operations, especially Foster Wheeler's 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 Foster Wheeler's 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 licences, permits and approvals from the applicable regulatory agencies. Non-compliance with these laws can result in the imposition of material civil or criminal fines or penalties. Foster Wheeler believes that it is in substantial compliance with existing environmental laws. However, no assurance can be provided that it will not become the subject of enforcement proceedings that could cause Foster Wheeler to incur material expenditures. Further, no assurance can be provided that Foster Wheeler will not need to incur material expenditures beyond its existing reserves to make capital improvements or operational changes necessary to allow it to comply with future environmental laws.

You are encouraged to read the following discussion and analysis of Foster Wheeler's financial condition and results of operations, together with Foster Wheeler's consolidated financial statements and accompanying notes included in this prospectus. This discussion and analysis contains forward-looking statements that involve risks and uncertainties. See "Risk Factors" included elsewhere in this prospectus for a discussion of some of the important factors that could cause actual results to differ materially from those described or implied by the forward-looking statements contained in the following discussion and analysis. See "Cautionary Statement Regarding Forward-Looking Statements" included elsewhere in this prospectus.

Following the completion of the Offer and the acquisition by AMFW of 95.275 per cent. of the outstanding Foster Wheeler shares, AMFW, through AMEC International Investments BV, became the controlling shareholder of Foster Wheeler. As described under "Information about AMFW—Acquisition of Foster Wheeler", AMFW is initiating a Squeeze-Out Merger to acquire 100 per cent. of the Foster Wheeler shares. AMFW has begun the process of integrating Foster Wheeler, which is ongoing. As part of the integration of Foster Wheeler, AMFW will reconstitute its geographic business units and Foster Wheeler's existing Global Power Group into a new operating structure. Therefore, going forward, the organisational structure of Foster Wheeler as described below will cease to exist.

The following is a discussion and analysis of the financial condition and results of operations of Foster Wheeler's historic and current business.

Foster Wheeler operates through two business groups: the Global E&C Group and the Global Power Group. In addition to these two business groups, Foster Wheeler also reports corporate centre expenses, its captive insurance operation and expenses related to certain legacy liabilities, such as asbestos and other expenses, in the C&F Group.

Foster Wheeler has been exploring, and intends to continue to explore, acquisitions within the engineering and construction industry to strategically complement or expand on its Global E&C Group's technical capabilities or access to new market segments. During the second quarter of 2013, Foster Wheeler acquired an upstream consultancy business located in the United Kingdom that specialises 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, Foster Wheeler 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. During the first quarter of 2013, Foster Wheeler acquired a US-based business that specialises in the management of construction and commissioning of pharmaceutical and biotech facilities and which also has the capabilities to manage the EPC of such facilities. In addition, during the fourth quarter of 2012, Foster Wheeler acquired all of the outstanding shares of a privately held multi-discipline full service EPCM business located in North America. The results of operations of these acquired businesses have been included in Foster Wheeler's Global E&C Group.

The above acquisitions have been included in Foster Wheeler's consolidated financial results as at their respective acquisition dates. Where period-to-period financial results have been impacted by these acquisitions, particularly acquisitions in the fourth quarter of 2012 and the first quarter of 2013, Foster Wheeler has referred to these acquisitions as "businesses acquired subsequent to the beginning of 2012".

On 17 April 2013, the Foster Wheeler Board approved a plan to sell its waste-to-energy facility in Camden, New Jersey, and Foster Wheeler completed the sale of the facility in August 2013. The presentation of the financial results and cash flows for all periods presented, and the asset and liability balances of this business for the periods prior to the completion of the sale, have been reclassified on its 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 its consolidated financial statements and in this section. Foster Wheeler's Camden facility was formerly included in its Global Power Group business segment.

Foster Wheeler completed the sale of its Camden facility in August 2013. During the first quarter of 2013, Foster Wheeler recorded an impairment charge of $3,919, 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 the potential sale of the facility. Upon completion of the sale in the third quarter of 2013, based on the proceeds received and costs of disposal, Foster Wheeler recognised a gain of $300 within income/(loss) from discontinued operations before income taxes on the consolidated statement of operations for the year ended 31 December 2013.

On 13 February 2014, Foster Wheeler entered into the Implementation Agreement with AMFW 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 by AMFW. On the terms and subject to the conditions of the Implementation Agreement, AMFW will commence an exchange offer to acquire all of the Foster Wheeler shares.

On 26 February 2014, the Foster Wheeler Board approved a proposal to Foster Wheeler's shareholders for a one-time dividend of $0.40 per share. At the 7 May 2014 AGM, Foster Wheeler's shareholders approved the dividend and the dividend payment was made on 21 May 2014.

In October 2014, Foster Wheeler acquired all of the ordinary shares and options of MDM Engineering Group Limited in a cash transaction for approximately $109 million. MDM Engineering is operationally located 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 results of operations of this business will be included within Foster Wheeler's Global E&C Group business segment.

Foster Wheeler is also exploring acquisitions within the power generation industry to complement the products which its Global Power Group offers. During April 2014, Foster Wheeler 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 results of operations of this business will be included within Foster Wheeler's Global Power Group business segment.

There is no assurance that Foster Wheeler will consummate any acquisitions in the future.

The following table presents Foster Wheeler's summary financial results from continuing operations for the nine months ended 30 September 2014 and 2013:

Income from continuing operations attributable to Foster Wheeler AG decreased in the first nine months of 2014, compared to the same period of 2013. This decrease was primarily driven by pre-tax items which included the unfavourable impact related to the inclusion of an asbestos-related insurance recovery gain of $15,800 recognised in the first nine months of 2013 and the unfavourable impact related to third-party transaction fees during the first nine months of 2014 in connection with the Offer by AMFW of $11,200, partially offset by a credit relating to the reversal of interest and penalties on unrecognised tax benefits totalling approximately $11,500 recognised in the first nine months of 2014. During the first nine months of 2014, Foster Wheeler settled audits with non-US tax authorities which resulted in the release of previously recorded liabilities for unrecognised tax benefits of approximately $11,500, which included the reversal of interest expense of $3,400 and the reversal of penalties within Foster Wheeler's C&F Group of $8,100. EBITDA from Foster Wheeler's operating groups was relatively unchanged during the first nine months of 2014, compared to the same period of 2013. Foster Wheeler's Global Power Group experienced a decrease in EBITDA of $2,200 during the first nine months of 2014, compared to the same period of 2013, whereas Foster Wheeler's Global E&C Group experienced an increase in EBITDA of $2,100 when comparing the same two periods.

Please refer to the section entitled "—Results of Operations—Continuing Operations—Business Segments", within this section, for further discussion related to EBITDA results for both of Foster Wheeler's operating groups.

The following table presents Foster Wheeler's summary financial results from continuing operations for the six months ended 30 June 2014 and 2013:

Income from continuing operations attributable to Foster Wheeler increased in the first six months of 2014, compared to the same period of 2013. This increase was primarily driven by the net increase in EBITDA of $21,600 from Foster Wheeler's operating groups and a credit relating to the reversal of interest and penalties on unrecognised tax benefits totalling approximately $11,500 recognised in the first six months of 2014, as described below. Foster Wheeler's Global Power Group experienced an increase in EBITDA of $22,500 during the first six months of 2014, compared to the same period of 2013, whereas Foster Wheeler's Global E&C Group experienced a decrease in EBITDA of $900 when comparing the same two periods. The above items were partially offset by the unfavourable pre-tax impact related to the inclusion of an asbestos-related insurance recovery gain of $15,800 recognised in the first six months of 2013 and the unfavourable impact related to third-party transaction fees during the first six months of 2014 in connection with the Offer by AMFW of $7,700. During the first six months of 2014, Foster Wheeler settled audits with non-US tax authorities which resulted in the release of previously recorded liabilities for unrecognised tax benefits of approximately $11,500, which included the reversal of interest expense of $3,400 and the reversal of penalties within Foster Wheeler's C&F Group of $8,100. Additionally, Foster Wheeler's results in the first six months of 2014 were favourably impacted by a lower effective tax rate during the first six months of 2014 of 13.7 per cent., compared to an effective tax rate of 17.1 per cent. during the same period in 2013.

Please refer to the section entitled "—Results of Operations—Continuing Operations—Business Segments", for further discussion related to EBITDA results of Foster Wheeler's operating groups.

The following table presents Foster Wheeler's summary financial results from continuing operations for the years ended 2013, 2012 and 2011:

EBITDA is used to measure the operating performance of Foster Wheeler's operating groups and is referred to below in Foster Wheeler's discussion of income from continuing operations attributable to Foster Wheeler. See "Presentation of Certain Financial and Other Information—Non-IFRS and Non-US GAAP Financial Measures".

Income from continuing operations attributable to Foster Wheeler decreased for the year ended 31 December 2013, compared to the year ended 31 December 2012. This decrease was primarily the result of the unfavourable pre-tax impact of decreased EBITDA. Foster Wheeler's Global Power Group experienced a decrease in EBITDA of $57,500 and Foster Wheeler's Global E&C Group experienced a decrease in EBITDA of $8,300 for the year ended 31 December 2013, compared to the year ended 31 December 2012. The decrease in EBITDA was net of a favourable change in EBITDA from Foster Wheeler's C&F Group of $10,200, which was mainly driven by decreased SG&A expenses.

Income from continuing operations attributable to Foster Wheeler decreased for the year ended 31 December 2012, compared to the year ended 31 December 2011. Foster Wheeler's Global Power Group experienced an increase in EBITDA of $26,500 for the year ended 31 December 2012, compared to the year ended 31 December 2011, whereas Foster Wheeler's Global E&C Group experienced a decrease in EBITDA of $18,300 when comparing the same two years. The net increase in EBITDA from Foster Wheeler's two business groups was offset by a decrease in EBITDA in Foster Wheeler's C&F Group of $9,700, which included the unfavourable impact of an increased asbestos-related provision of $20,600 for the year ended 31 December 2012, compared to the year ended 31 December 2011. Additionally, Foster Wheeler's results for the year ended 31 December 2012 were unfavourably impacted by a higher effective tax rate of 29.3 per cent., compared to an effective tax rate of 24.9 per cent. for the year ended 31 December 2011.

Income from discontinued operations attributable to Foster Wheeler during the nine months ended 30 September 2013 was $300. During the nine months ended 30 September 2013, the financial results of Foster Wheeler's Camden, New Jersey facility were favourably impacted by not recognising depreciation expense, while the facility was held as a business available for sale, which resulted in a favourable impact on Foster Wheeler's results of $3,600. This business was sold in the third quarter of 2013 for a gain of $300. Income from discontinued operations attributable to Foster Wheeler AG

during the first nine months of 2013 also included the impact of an impairment charge of $3,900 related to Foster Wheeler's waste-to-energy facility in Camden, New Jersey.

Loss from discontinued operations attributable to Foster Wheeler during the first six months of 2013 included the impact of an impairment charge of $3,900 related to its waste-to-energy facility in Camden, New Jersey. This business was sold in the third quarter of 2013.

Income from discontinued operations attributable to Foster Wheeler was $300 for the year ended 31 December 2013, an increase of $13,500 compared to the year ended 31 December 2012. The increase was primarily the net result of the favourable impact resulting from an impairment charge of $11,500 recognised for the year ended 31 December 2012 and decreased depreciation of $4,800 for the year ended 31 December 2013, partially offset by an additional impairment charge of $3,900 recognised in the year ended 31 December 2013. The decrease in depreciation expense was the result of not recognising depreciation expense on Foster Wheeler's Camden facility once the business met the accounting criteria as a business held for sale for the period prior to its sale in the year ended 31 December 2013.

Foster Wheeler's primary operating focus continues to be booking quality new business and effectively and efficiently executing its contracts. The global markets in which Foster Wheeler operates 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 and refined products and minerals and metals. Both of Foster Wheeler's business groups have been impacted by unfavourable economic growth rates in most of their respective global markets in recent years. Additionally, there is potential downside risk to continued unfavourable global economic growth rates driven primarily by continued sovereign debt and bank funding pressures, the speed and effectiveness of the implementation of government macroeconomic policies in a number of key advanced and emerging economies, slower growth than anticipated in emerging economies, most significantly The People's Republic of China, or China, and civil unrest. If any of these risks materialise, the ability of both of Foster Wheeler's business groups to book work could be negatively impacted, which could have a material negative impact on Foster Wheeler's business.

In the engineering and construction industry, Foster Wheeler expects long-term demand to be strong for the end products produced by its clients, and Foster Wheeler believes that this long-term demand will continue to stimulate investment by its clients in new, expanded and upgraded facilities. Foster Wheeler's clients plan their investments based on long-term time horizons. Foster Wheeler believes that global demand for energy, chemicals 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 have experienced 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 Foster Wheeler expects will continue to release, tranches of work on a piecemeal basis. However, Foster Wheeler is seeing clients continuing to develop new projects and, after making final investment decisions, moving forward with previously planned projects. This includes a stronger pipeline of projects in North America both in chemicals and natural gas liquefaction, or LNG, due to the availability of cheap gas supply from shale gas.

Global gross domestic product growth is a key driver of demand for power. The slow economic growth in recent years has negatively impacted the demand for Foster Wheeler's products and services. However, Foster Wheeler believes that a gradual upturn in global economic growth will begin over the course of 2014, which Foster Wheeler further believes will improve demand for the products and services of Foster Wheeler's Global Power Group, compared to recent years. However, a number of constraining market factors continue to impact the markets that Foster Wheeler serves. 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, 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 Foster Wheeler's 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 may continue in the future and could have a material negative impact on Foster Wheeler's business.

The tables below summarise Foster Wheeler's new orders and backlog of unfilled orders by period. The balances below include balances for discontinued operations, which were insignificant based on Foster Wheeler's consolidated and business group balances.

Results of Operations—Continuing Operations for the Nine Months Ended 30 September 2014 and 2013

The following sections provide a discussion of Foster Wheeler's results of operations from continuing operations for the nine months ended 30 September 2014 and 2013.

The following table presents Foster Wheeler's operating revenues by geographic region, based upon where Foster Wheeler's projects are being executed, for the nine months ended 30 September 2014 and 2013:

Foster Wheeler operates through two business groups: the Global E&C Group and the Global Power Group. The composition of Foster Wheeler's operating revenues varies from period to period based on the portfolio of contracts in execution during any given period. Foster Wheeler's operating revenues are further dependent upon the strength of the various geographic markets and industries Foster Wheeler serve and Foster Wheeler's ability to address those markets and industries. Please refer to the section entitled "—Business Segments", for a discussion of the products and services, geographic markets and industries of Foster Wheeler's business groups.

Foster Wheeler's operating revenues for each of Foster Wheeler's business groups for the nine months ended 30 September 2014 and 2013 were as follows:

Foster Wheeler's operating revenues decreased in the nine months ended 30 September 2014, compared to the same period in 2013, which included the impact of decreased flow-through revenues of $235,500, as described below. Excluding the impact of the change in flow-through revenues and currency impacts, Foster Wheeler's operating revenues during the nine months ended 30 September 2014 increased 11 per cent., compared to the same period in 2013. This increase was the net result of increased operating revenues, excluding flow-through revenues, in its Global E&C Group, partially offset by decreased operating revenues in its Global Power Group.

Flow-through revenues and costs result when Foster Wheeler purchases materials, equipment or third-party services on behalf of Foster Wheeler's customer on a reimbursable basis with no profit on the materials, equipment or third-party services and where Foster Wheeler has 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.

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, Foster Wheeler analyses its contract profit margins excluding the impact of flow-through revenues as Foster Wheeler believes that this is a more accurate measure of Foster Wheeler's operating performance.

Contract profit decreased during the nine months ended 30 September 2014, compared to the same period in 2013. The decrease was the result of decreased contract profit by both Foster Wheeler's Global E&C Group and Foster Wheeler's Global Power Group.

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 nine months of 2014, compared to the same period in 2013, primarily as a result of decreased sales pursuit costs of $12,300, decreased general and administrative expenses of $6,100 and the favourable impact of a decreased charge for severance-related postemployment benefits of $4,300 recognised in the first nine months of 2014, partially offset by increased SG&A expenses of $2,200 related to the settlement of an earnout provision in connection with a prior business combination.

Other income, net during the nine months ended 30 September 2014 included equity earnings of $16,000. Foster Wheeler's equity earnings were primarily generated from its ownership interests in build, own and operate projects in Chile and Italy. During the nine months ended 30 September 2014, its equity earnings from its Global Power Group's project in Chile was $13,400, while its equity earnings from its Global E&C Group's projects in Italy was $1,200.

Other income, net during the nine months ended 30 September 2014 also included income recognised by Foster Wheeler's Global Power Group related to a cash payment as a result of a favourable settlement in connection with the terms related to the expiration of a steam generator technology licence of $32,500.

Other income, net increased in the first nine months of 2014, compared to the same period in 2013. This increase was primarily driven by the favourable licensing settlement of $32,500 discussed above, partially offset by the decreased equity earnings from Foster Wheeler's Global Power Group's project in Chile of $9,100 and decreased equity earnings from its Global E&C Group's projects in Italy of $3,700.

Other deductions, net in the first nine months of 2014 consisted primarily of non-transaction-related legal fees of $14,200, third-party transaction fees in connection with the Offer by AMFW of $11,200, bank fees of $2,200 and consulting fees of $1,400, partially offset by a credit related to the reversal of previously accrued penalties on unrecognised tax benefits of $8,100, which was recognised in Foster Wheeler's C&F Group. During the first nine months of 2014, Foster Wheeler's settled audits with non-US tax authorities which resulted in the release of previously recorded liabilities for penalties on unrecognised tax benefits of $8,100.

Other deductions, net increased in the first nine months of 2014, compared to the same period in 2013. This increase was primarily the net result of third-party transaction fees in connection with the Offer by AMFW of $11,200 offset by decreased net penalties on unrecognised tax benefits of $8,500, which included the credit relating to the reversal of previously accrued penalties on unrecognised tax benefits of $8,100 recognised during the first nine months of 2014 as discussed above.

Net foreign currency exchange transaction gains and losses were primarily driven by exchange rate fluctuations on cash balances held by certain of Foster Wheeler's subsidiaries that were denominated in a currency other than the functional currency of those subsidiaries.

Interest income was relatively unchanged in the nine months ended 30 September 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 decreased in the nine months ended 30 September 2014, compared to the same period in 2013, which was the result of a credit related to the reversal of previously accrued interest on unrecognised tax benefits of $3,400 recognised in the nine months ended 30 September 2014, and the favourable impact from decreased average borrowings, excluding foreign currency translation effects. During the nine months ended 30 September 2014, Foster Wheeler settled audits with non-US tax authorities which resulted in the release of previously recorded liabilities for interest expense on unrecognised tax benefits of $3,400.

The increase in the net asbestos-related provision in the nine months ended 30 September 2014, compared to the same period in 2013, was primarily the result of the unfavourable impact of the inclusion of an insurance recovery gain recognised during the nine months ended 30 September 2013

upon collection of a $15,800 insurance receivable related to an insolvent insurance carrier, which Foster Wheeler had previously written-off.

Although Foster Wheeler is a Swiss corporation, Foster Wheeler's shares were, until the close of business on 3 December 2014, listed on a US exchange; therefore, Foster Wheeler reconciles its effective tax rate to the US federal statutory rate of 35 per cent. to facilitate meaningful comparison with peer companies in the US capital markets. Foster Wheeler's effective tax rate can fluctuate significantly from period to period and may differ considerably from the US federal statutory rate as a result of (i) income taxed in various non-US jurisdictions with rates different from the US statutory rate, (ii) Foster Wheeler's inability to recognise a tax benefit for losses generated by certain unprofitable operations and (iii) the varying mix of income earned in the jurisdictions in which Foster Wheeler operates. In addition, Foster Wheeler's 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 carry forwards (or other deferred tax assets) will not be realised in the future. In periods when operating units subject to a valuation allowance generate pre-tax earnings, the corresponding reduction in the valuation allowance favourably impacts Foster Wheeler's 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 unfavourable impact on Foster Wheeler's effective tax rate.

Foster Wheeler's effective tax rate for the first nine months of 2014 was lower than the US statutory rate of 35 per cent. primarily because of the net impact of the following:

Foster Wheeler's effective tax rate for the first nine months of 2013 was lower than the US statutory rate of 35 per cent. primarily because of the net impact of the following:

Foster Wheeler monitors on a quarterly basis the need for valuation allowances against the deferred tax assets that have been established in all taxing jurisdictions. In determining whether a valuation allowance is necessary, Foster Wheeler evaluates all available evidence, both positive and negative, including a review of both historical performance and expected future profitability. Foster Wheeler relies on forecasted future income based on management's judgment to determine the recoverability of its deferred tax assets and review such forecasts on an ongoing basis. If future results are less than projected and if tax planning alternatives do not offset those effects, a valuation allowance may be required to reduce the deferred tax assets, which could have a material impact on Foster Wheeler's results of operations in the period in which it is recorded.

The majority of the US federal tax benefits, against which valuation allowances have been established, do not expire until 2025 and beyond, based on current tax laws.

Net (loss)/income attributable to non-controlling interests represents third-party ownership interests in the net (loss)/income of Foster Wheeler's Global Power Group's Martinez, California gas-fired cogeneration subsidiary and Foster Wheeler's manufacturing subsidiaries in Poland and the People's Republic of China, as well as Foster Wheeler's Global E&C Group's subsidiaries in Malaysia and South Africa. The change in net (loss)/income attributable to non-controlling interests is based upon changes in the net (loss)/income of these subsidiaries and/or changes in the non-controlling interests' ownership interest in the subsidiaries.

Net income attributable to non-controlling interests experienced a net loss in the first nine months of 2014, compared to the same period in 2013. This variance was the net result of decreased net income at Foster Wheeler's subsidiary in Martinez, California due to a change in the project's fee structure and allocation of earnings to its non-controlling interest and, to a lesser extent, decreased net income from its operations in Poland and South Africa.

EBITDA, as discussed and defined below, is the primary measure of operating performance used by Foster Wheeler's chief operating decision-maker.

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

EBITDA decreased in the first nine months of 2014, compared to the same period in 2013. This decrease was primarily driven by the unfavourable impact related to the inclusion of an asbestos-related insurance recovery gain of $15,800 recognised in the first nine months of 2013 and the unfavourable impact related to third-party transaction fees during the first nine months of 2014 in connection with the Offer by AMFW of $11,200, partially offset by a credit relating to the reversal of previously accrued penalties on unrecognised tax benefits of $8,100 recognised in Foster Wheeler's C&F Group during the first nine months of 2014. During the first nine months of 2014, Foster Wheeler settled audits with non-US tax authorities which resulted in the release of previously recorded liabilities for penalties on unrecognised tax benefits of approximately $8,100, which were recorded in other deductions, net on the consolidated statement of operations. EBITDA from Foster Wheeler's operating groups was relatively unchanged during the first nine months of 2014, compared to the same period of 2013. Foster Wheeler's Global Power Group experienced a decrease in EBITDA of $2,200 during the first nine months of 2014, compared to the same period of 2013, whereas Foster Wheeler's Global E&C Group experienced an increase in EBITDA of $2,100 when comparing the same two periods.

Results of Operations—Continuing Operations for the Six Months Ended 30 June 2014 and 2013

The following sections provide a discussion of Foster Wheeler's results of operations from continuing operations for the six months ended 30 June 2014 and 2013.

The following table presents Foster Wheeler's operating revenues by geographic region, based upon where Foster Wheeler's projects are being executed, for the six months ended 30 June 2014 and 2013:

Foster Wheeler's operating revenues for each of Foster Wheeler's business groups for the six months ended 30 June 2014 and 2013 were as follows:

Foster Wheeler's operating revenues decreased in the six months ended 30 June 2014, compared to the same period in 2013, which included the impact of decreased flow-through revenues of $148,700, as described below. Excluding the impact of the change in flow-through revenues and currency impacts, Foster Wheeler's operating revenues during the six months ended 30 June 2014 increased 6 per cent., compared to the same period in 2013. This increase was the result of increased operating revenues, excluding flow-through revenues, in Foster Wheeler's Global E&C Group, partially offset by decreased operating revenues in Foster Wheeler's Global Power Group.

materials, equipment or third-party services included in flow-through costs. Flow-through revenues and costs do not impact contract profit or net earnings.

Contract profit decreased during the six months ended 30 June 2014, compared to the same period in 2013. The decrease was the result of decreased contract profit by both Foster Wheeler's Global E&C Group and Foster Wheeler's Global Power Group.

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 six months of 2014, compared to the same period in 2013, primarily as a result of decreased sales pursuit costs of $10,500, decreased general overhead costs of $4,700 and the favourable impact of a decreased charge for severance-related postemployment benefits of $2,200 recognised in the first six months of 2014, partially offset by increased SG&A expenses of $2,200 related to the settlement of an earnout provision in connection with a prior business combination.

Other income, net during the six months ended 30 June 2014 consisted primarily of income recognised by Foster Wheeler's Global Power Group related to a cash payment as a result of a favourable settlement in connection with the terms related to the expiration of a steam generator technology licence of $32,500. Other income, net also included equity earnings during the six months ended 30 June 2014 of $9,900. Foster Wheeler's equity earnings were primarily generated from Foster Wheeler's ownership interests in build, own and operate projects in Chile and Italy. During the six months ended 30 June 2014, Foster Wheeler's equity earnings from Foster Wheeler's Global Power Group's project in Chile were $9,000, while Foster Wheeler's Global E&C Group's projects in Italy recognised equity earnings of $800.

Other income, net increased in the first six months of 2014, compared to the same period in 2013. This increase was primarily driven by the favourable licensing settlement of $32,500 discussed above, partially offset by the decreased equity earnings from Foster Wheeler's Global Power Group's project in Chile of $8,100 and decreased equity earnings from Foster Wheeler's Global E&C Group's projects in Italy of $2,600.

Other deductions, net includes various items, such as legal fees, consulting fees, bank fees, net penalties on unrecognised 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 Foster Wheeler's subsidiaries. Net foreign exchange transaction gains and losses were primarily driven by exchange rate fluctuations on cash balances held by certain of Foster Wheeler's subsidiaries that were denominated in a currency other than the functional currency of those subsidiaries.

Other deductions, net in the first six months of 2014 consisted primarily of third-party transaction fees in connection with the Offer by AMFW of $7,700, non-transaction-related legal fees of $7,600, bank fees of $1,200 and consulting fees of $1,200, partially offset by a credit related to the reversal of previously accrued penalties on unrecognised tax benefits of $8,100 for audits settled with non-US tax authorities, which was recognised in Foster Wheeler's C&F Group.

Other deductions, net decreased in the first six months of 2014, compared to the same period in 2013. This decrease was primarily the net result of decreased net penalties on unrecognised tax benefits of $7,700, which included the credit relating to the reversal of previously accrued penalties on unrecognised tax benefits of $8,100 recognised during the first six months of 2014 as discussed above, decreased non-transaction-related legal fees of $2,900, a decrease in net foreign exchange transactions losses of $1,700 and a decrease in the provision for dispute resolution and environmental remediation costs of $1,000, partially offset by third-party transaction fees in connection with the Offer by AMFW of $7,700.

Interest income was relatively unchanged in the six months ended 30 June 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 decreased in the six months ended 30 June 2014, compared to the same period in 2013, which was the result of a credit related to the reversal of previously accrued interest on unrecognised tax benefits of $3,400 recognised in the six months ended 30 June 2014, and the favourable impact from decreased average borrowings, excluding foreign currency translation effects. During the six months ended 30 June 2014, Foster Wheeler settled audits with non-US tax authorities which resulted in the release of previously recorded liabilities for interest expense on unrecognised tax benefits of $3,400.

The increase in the net asbestos-related provision in the six months ended 30 June 2014, compared to the same period in 2013, was primarily the result of the unfavourable impact of the inclusion of an insurance recovery gain recognised during the six months ended 30 June 2013 upon collection of a

$15,800 insurance receivable related to an insolvent insurance carrier, which Foster Wheeler had previously written-off.

Although Foster Wheeler is a Swiss corporation, Foster Wheeler's shares are listed on a US exchange; therefore, Foster Wheeler reconciles its effective tax rate to the US federal statutory rate of 35 per cent. to facilitate meaningful comparison with peer companies in the US capital markets. Foster Wheeler's effective tax rate can fluctuate significantly from period to period and may differ considerably from the US federal statutory rate as a result of (i) income taxed in various non-US jurisdictions with rates different from the US statutory rate, (ii) Foster Wheeler's inability to recognise a tax benefit for losses generated by certain unprofitable operations and (iii) the varying mix of income earned in the jurisdictions in which Foster Wheeler operates. In addition, Foster Wheeler's 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 carry forwards (or other deferred tax assets) will not be realised in the future. In periods when operating units subject to a valuation allowance generate pre-tax earnings, the corresponding reduction in the valuation allowance favourably impacts Foster Wheeler's 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 unfavourable impact on Foster Wheeler's effective tax rate.

Foster Wheeler's effective tax rate for the first six months of 2014 was lower than the US statutory rate of 35 per cent. primarily because of the net impact of the following:

Foster Wheeler's effective tax rate for the first six months of 2013 was lower than the US statutory rate of 35 per cent. primarily because of the net impact of the following:

Foster Wheeler monitors the jurisdictions for which valuation allowances against deferred tax assets were established in previous years, and Foster Wheeler evaluates, 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 US federal tax benefits, against which valuation allowances have been established, do not expire until 2025 and beyond, based on current tax laws.

Net income attributable to non-controlling interests decreased in the first six months of 2014, compared to the same period in 2013, which was primarily the result of decreased net income at Foster Wheeler's subsidiary in Martinez, California due to a change in the project's fee structure and allocation of earnings to Foster Wheeler's non-controlling interest and, to a lesser extent, an unfavourable change from Foster Wheeler's operations in Malaysia, which experienced a net loss in both the first six months of 2014 and 2013, and decreased net income from Foster Wheeler's operations in South Africa.

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

EBITDA increased in the first six months of 2014, compared to the same period in 2013. This increase was primarily driven by the net increase in EBITDA of $21,600 from Foster Wheeler's operating groups, a credit related to the reversal of previously accrued penalties on unrecognised tax benefits of $8,100 recognised in Foster Wheeler's C&F Group during the six months ended 30 June 2014 and the favourable impact of decreased SG&A expenses in Foster Wheeler's C&F Group of $4,300. Foster Wheeler's Global Power Group experienced an increase in EBITDA of $22,500 during the first six months of 2014, compared to the same period of 2013, whereas Foster Wheeler's Global E&C Group experienced a decrease in EBITDA of $900 when comparing the same two periods. The above items which increased EBITDA were partially offset by the unfavourable pre-tax impact related to the inclusion of an asbestos-related insurance recovery gain of $15,800 recognised in the first six months of 2013 and the unfavourable impact related to third-party transaction fees during the first six months of 2014 in connection with the Offer by AMFW of $7,700. During the first six months of 2014, Foster Wheeler settled audits with non-US tax authorities which resulted in the release of previously recorded liabilities for penalties on unrecognised tax benefits of $8,100, which were recorded in other deductions, net on the consolidated statement of operations.

Results of Operations—Continuing Operations for the Years Ended 31 December 2013, 2012 and 2011

The following section provides a discussion of Foster Wheeler's results of operations from continuing operations for the years ended 31 December 2013, 2012 and 2011.

Foster Wheeler operates through two business groups: its Global E&C Group and its Global Power Group. See "—Business Segments" below, for a discussion of the products and services of its business segments.

The composition of Foster Wheeler's operating revenues varies from period to period based on the portfolio of contracts in execution during any given period. Foster Wheeler's operating revenues are further dependent upon the strength of the various geographic markets and industries Foster Wheeler serves and its ability to address those markets and industries.

The following table presents Foster Wheeler's operating revenues by geographic region, based upon where its projects are being executed, for the years ended 31 December 2013, 2012 and 2011:

Foster Wheeler's operating revenues decreased for the year ended 31 December 2013, compared to the year ended 31 December 2012, primarily as a result of decreased flow-through revenues of $130,000. Excluding the impact of the change in flow-through revenues and currency impacts, Foster Wheeler's operating revenues increased 1 per cent. for the year ended 31 December 2013, compared to the year ended 31 December 2012. The increase in operating revenues, excluding flow-through revenues and currency fluctuations, for the year ended 31 December 2013 was the result of increased operating revenues in Foster Wheeler's Global E&C Group, substantially offset by decreased operating revenues in its Global Power Group. The operating revenues increase in the Global E&C Group included the favourable impact during the year ended 31 December 2013 related to the businesses acquired subsequent to the beginning of 2012.

Flow-through revenues and costs result when Foster Wheeler purchases materials, equipment or third-party services on behalf of its customer on a reimbursable basis with no profit on the materials, equipment or third-party services and where Foster Wheeler has 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.

Foster Wheeler's operating revenues decreased for the year ended 31 December 2012, compared to the year ended 31 December 2011, primarily as a result of decreased flow-through revenues of $1,014,600. Excluding the impact of the change in flow-through revenues and currency fluctuations, Foster Wheeler's operating revenues increased 1 per cent. for the year ended 31 December 2012, compared to the year ended 31 December 2011. The increase in operating revenues, excluding flow-through revenues and currency fluctuations, for the year ended 31 December 2012 was the result

of increased operating revenues in Foster Wheeler's Global E&C Group, partially offset by decreased operating revenues in Foster Wheeler's Global Power Group.

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, Foster Wheeler analyses its contract profit margins excluding the impact of flow-through revenues as it believes that this is a more accurate measure of its operating performance.

Contract profit decreased for the year ended 31 December 2013, compared to the year ended 31 December 2012. The decrease was the net result of decreased contract profit by Foster Wheeler's Global Power Group, partially offset by increased contract profit by Foster Wheeler's Global E&C Group. The contract profit increase in Foster Wheeler's Global E&C Group included the favourable impact in 2013 related to the businesses acquired subsequent to the beginning of 2012.

Contract profit increased for the year ended 31 December 2012, compared to the year ended 31 December 2011. The increase was the result of increased contract profit by both Foster Wheeler's Global E&C Group and its Global Power Group.

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

SG&A expenses increased for the year ended 31 December 2013, compared to the year ended 31 December 2012, primarily as a result of the aggregate impact of the businesses acquired subsequent to the beginning of 2012. The impact of the acquired businesses increased Foster Wheeler's SG&A expenses by $13,100, much of which was attributable to compensation expense recognised under earnout provisions associated with the acquisitions. The increase in SG&A expenses also included an increase in Foster Wheeler's charge for severance-related post-employment benefits of $7,300

recognised in the year ended 31 December 2013 and increased sales pursuit costs of $4,800, partially offset by a charge of $1,900 incurred in the year ended 31 December 2012 related to Foster Wheeler's former executive offices in Geneva, Switzerland. For the year ended 31 December 2013, Foster Wheeler's SG&A expenses included severance-related post-employment benefits charges of $5,300 in Foster Wheeler's Global Power Group, $1,600 in Foster Wheeler's Global E&C Group and $400 in Foster Wheeler's C&F Group.

SG&A expenses increased for the year ended 31 December 2012, compared to the year ended 31 December 2011, primarily as a result of increased sales pursuit costs of $18,500, increased general overhead costs of $3,800 and a charge of $1,900 incurred for the year ended 31 December 2012 to recognise accelerated depreciation expense on its executive offices in Geneva, Switzerland in connection with the decision to relocate its principal executive offices to one of its existing facilities in Reading, United Kingdom.

Other income, net during the year ended 31 December 2013 consisted primarily of equity earnings of $15,400 generated from Foster Wheeler's investments, primarily from its ownership interests in build, own and operate projects in Chile and Italy. Foster Wheeler's 2013 equity earnings from its Global Power Group's project in Chile were $27,500, whereas Foster Wheeler's Global E&C Group's projects in Italy experienced an equity loss of $12,500, inclusive of the impact of an impairment charge of $22,400 on one of Foster Wheeler's projects. Additionally, Foster Wheeler recognised governmental economic subsidies and other non-income-based tax credits of $2,800.

Other income, net decreased in the year ended 31 December 2013, compared to the year ended 31 December 2012, primarily driven by decreased equity earnings in Foster Wheeler's Global E&C Group's projects in Italy of $15,200, inclusive of the impact of an impairment charge of $22,400 on one of Foster Wheeler's projects as noted above, and the unfavourable impact of the inclusion of a gain recognised in the year ended 31 December 2012 related to the favourable settlement of Foster Wheeler's claim with a client on a legacy project of $2,000, partially offset by increased equity earnings in Foster Wheeler's Global Power Group's project in Chile of $7,200.

Other income, net in the year ended 31 December 2012 consisted primarily of equity earnings of $23,000 generated from Foster Wheeler's investments, primarily from its ownership interests in build, own and operate projects in Chile and Italy. Foster Wheeler's 2012 equity earnings from its Global Power Group's project in Chile and its Global E&C Group's projects in Italy were $20,300 and $2,700, respectively. In addition, Foster Wheeler recognised governmental economic subsidies and other non-income-based tax credits of $5,200.

Other income, net decreased in the year ended 31 December 2012, compared to the year ended 31 December 2011, primarily driven by decreased equity earnings in Foster Wheeler's Global Power

Group's project in Chile of $10,600, decreased equity earnings in its Global E&C Group's projects in Italy of $7,000 and the unfavourable impact of the inclusion of a $4,000 gain in the year ended 31 December 2011 related to the revaluation of a contingent consideration liability, partially offset by increased governmental economic subsidies and other non-income-based tax credits of $3,700 and the impact related to the favourable settlement of its claim with a client on a legacy project of $2,000.

Other income, net in the year ended 31 December 2011 consisted primarily of equity earnings of $40,100 generated from Foster Wheeler's investments, primarily from its ownership interests in build, own and operate projects in Chile and Italy. Foster Wheeler's 2011 equity earnings from its Global Power Group's project in Chile and its Global E&C Group's projects in Italy were $30,900 and $9,700, respectively. In addition, Foster Wheeler recognised a $4,000 gain in the year ended 31 December 2011 related to the revaluation of a contingent consideration liability.

For further information related to its equity earnings, see "—Business Segments—Global Power Group" below for Foster Wheeler's Global Power Group's project in Chile and "—Business Segments—Global E&C Group" below for its Global E&C Group's projects in Italy.

Other deductions, net in the year ended 31 December 2013 consisted primarily of legal fees of $22,700, bank fees of $4,200, net penalties on unrecognised tax benefits of $1,300, which were net of previously accrued tax penalties that were ultimately not assessed, a provision for environmental remediation costs of $1,400 and consulting fees of $1,100.

Other deductions, net in the year ended 31 December 2012 consisted primarily of legal fees of $16,100, bank fees of $4,800, net penalties on unrecognised tax benefits of $3,700, which were net of previously accrued tax penalties that were ultimately not assessed, a provision for environmental remediation costs of $2,200 and consulting fees of $1,000.

Other deductions, net in the year ended 31 December 2011 consisted primarily of legal fees of $17,800, consulting fees of $12,000, net penalties on unrecognised tax benefits of $4,000, which were net of previously accrued tax penalties that were ultimately not assessed, and bank fees of $3,500, partially offset by a net foreign exchange transaction gain of $1,100. The net foreign exchange transaction gain

during the year ended 31 December 2011 was primarily driven by exchange rate fluctuations on cash balances held by certain of Foster Wheeler's subsidiaries that were denominated in a currency other than the functional currency of those subsidiaries.

The decrease in interest income for the year ended 31 December 2013, compared to the year ended 31 December 2012, was primarily a result of lower average cash and cash equivalents balances and, to a lesser extent, lower investment yields on cash and cash equivalents balances.

The decrease in interest income for the year ended 31 December 2012, compared to the year ended 31 December 2011, was primarily a result of lower average cash and cash equivalents balances and, to a lesser extent, lower investment yields on cash and cash equivalents balances and unfavourable foreign currency fluctuations.

The decrease in interest expense for the year ended 31 December 2013, compared to the year ended 31 December 2012, was primarily the net result of the favourable impact from decreased average borrowings, excluding foreign currency translation effects, and decreased interest expense on unrecognised tax benefits of $1,000, net of previously accrued interest which was ultimately not assessed, partially offset by increased interest expense on value added tax and payroll liabilities of $1,300 in the year ended 31 December 2013.

The increase in interest expense for the year ended 31 December 2012, compared to the year ended 31 December 2011, was primarily the net result of increased interest expense on unrecognised tax benefits of $2,900, net of previously accrued interest which was ultimately not assessed, partially

offset by the favourable impact from decreased average borrowings, excluding foreign currency translation effects.

Net asbestos-related provision for the year ended 31 December 2013 experienced a minimal change, compared to the year ended 31 December 2012. This was the net result of the favourable impact of the inclusion of an insurance recovery gain recognised for the year ended 31 December 2013 upon collection of an insurance receivable of approximately $15,800 related to an insolvent insurance carrier, which Foster Wheeler had previously written-off, and the favourable impact of the inclusion of a charge recognised for the year ended 31 December 2012 related to the revaluation of Foster Wheeler's UK asbestos-related asset of $2,400, partially offset by the unfavourable impact of an increase in Foster Wheeler's US net asbestos-related provision of $17,900. The increase in Foster Wheeler's US net asbestos-related provision resulted from the impact of an increase in Foster Wheeler's estimate of new claim filings and a decrease in Foster Wheeler's estimate of claim filings which result in no monetary payments, which Foster Wheeler refers to as its zero-pay rate.

Net asbestos-related provision increased for the year ended 31 December 2012, compared to the year ended 31 December 2011, which was the result of the unfavourable impact of an increase in its US net asbestos-related provision of $12,100 related to the revaluation of its asbestos liability for increased asbestos defence costs projected over its 15-year estimate, the unfavourable impact of the inclusion of a gain on the settlement of coverage litigation with certain US asbestos insurance carriers of $6,100 recognised during the year ended 31 December 2011 and the unfavourable impact related to the revaluation of its UK asbestos-related asset of $2,400.

reduced by a valuation allowance when, based upon available evidence, it is more likely than not that the tax benefit of loss carry forwards (or other deferred tax assets) will not be realised in the future. In periods when operating units subject to a valuation allowance generate pre-tax earnings, the corresponding reduction in the valuation allowance favourably impacts its 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 unfavourable impact on Foster Wheeler's effective tax rate.

Foster Wheeler's effective tax rate for the year ended 31 December 2013 was lower than the US statutory rate of 35 per cent. due principally to the net impact of the following:

Foster Wheeler's effective tax rate for the year ended 31 December 2012 was lower than the US statutory rate of 35 per cent. due principally to the net impact of the following:

Foster Wheeler's effective tax rate for the year ended 31 December 2011 was lower than the US statutory rate of 35 per cent. due principally to the net impact of the following:

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

Net income attributable to non-controlling interests represents third-party ownership interests in the net income of Foster Wheeler's Global Power Group's Martinez, California gas-fired cogeneration subsidiary and its manufacturing subsidiaries in Poland and the People's Republic of China, as well as its Global E&C Group's subsidiaries in Malaysia and South Africa. The change in net income attributable to non-controlling interests is based upon changes in the net income of these subsidiaries and/or changes in the non-controlling interests' ownership interest in the subsidiaries.

Net income attributable to non-controlling interests decreased for the year ended 31 December 2013, compared to the year ended 31 December 2012, which was primarily the net result of decreased net income from Foster Wheeler's subsidiaries in Malaysia, which experienced a net loss in the year ended 31 December 2013, Martinez, California and Poland, partially offset by increased net income from Foster Wheeler's subsidiary in China.

Net income attributable to non-controlling interests was relatively unchanged for the year ended 31 December 2012, compared to the year ended 31 December 2011, which was primarily the net result of decreased net income from its operations in South Africa, partially offset by increased net income from its operations in China and Poland.

EBITDA is the primary measure of operating performance used by Foster Wheeler's chief operating decision maker. A reconciliation of EBITDA is provided in "Presentation of Certain Financial and Other Information—Non-IFRS and Non-US GAAP Financial Measures".

In addition to Foster Wheeler's two business groups, which also represent operating segments for financial reporting purposes, Foster Wheeler reports the financial results associated with the management of entities which are not managed by one of its two business groups, which includes corporate centre expenses, its captive insurance operation and expenses related to certain legacy

liabilities, such as asbestos, in the C&F Group, which also represents an operating segment for financial reporting purposes.

EBITDA decreased for the year ended 31 December 2013, compared to the year ended 31 December 2012. Foster Wheeler's Global Power Group experienced a decrease in EBITDA of $57,500 and Foster Wheeler's Global E&C Group experienced a decrease in EBITDA of $8,300 for the year ended 31 December 2013, compared to the year ended 31 December 2012. The decrease in EBITDA from Foster Wheeler's two business groups was partially offset by an increase in EBITDA in Foster Wheeler's C&F Group of $10,200, which was mainly driven by decreased SG&A expenses.

EBITDA was relatively unchanged for the year ended 31 December 2012, compared to the year ended 31 December 2011. Foster Wheeler's Global Power Group experienced an increase in EBITDA of $26,500 during the year ended 31 December 2012, compared to the year ended 31 December 2011, whereas Foster Wheeler's Global E&C Group experienced a decrease in EBITDA of $18,300 when comparing the same two years. The net increase in EBITDA from Foster Wheeler's two business groups was offset by a decrease in EBITDA in Foster Wheeler's C&F Group of $9,700, which included the unfavourable impact of an increased asbestos-related provision of $20,600 for the year ended 31 December 2012, compared to the year ended 31 December 2011.

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

Additionally, Foster Wheeler's Global E&C Group owns and operates electric power generating wind farms in Italy and also holds a non-controlling 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 non-controlling interest in a joint venture company that is fully licenced to engineer, procure and construct processing facilities in China.

Foster Wheeler's Global E&C Group generates revenues from design, EPC and project management activities pursuant to contracts spanning up to approximately four years in duration and generates equity earnings from returns on its non-controlling interest investments in various power production facilities.

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 Foster Wheeler expects will continue to release, tranches of work on a piecemeal basis. The engineering and construction industry may be further impacted by potential downside risk to global economic growth driven primarily by continued sovereign debt and bank funding pressures, the speed and effectiveness of the implementation of government macroeconomic policies in a number of key advanced and emerging economies, slower growth than anticipated in emerging economies, most significantly China, and civil unrest. If any of these risks materialise, Foster Wheeler's Global E&C Group could be impacted. However, Foster Wheeler is seeing clients continuing to develop new projects and, after making final investment decisions, moving forward with previously planned projects. This includes a much stronger pipeline of projects in North America both in chemicals and LNG due to the availability of cheap gas supply from shale gas.

While Foster Wheeler's Global E&C Group has been impacted by unfavourable economic growth rates in most of its global markets in recent years, global economic activity has strengthened since the latter portion of 2013 and Foster Wheeler believes 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 Foster Wheeler's ability to transact business in the surrounding region. If any of these risks materialise, Foster Wheeler's Global E&C Group's ability to book work could be negatively impacted, which could have a material negative impact on Foster Wheeler's business.

Foster Wheeler continues to be successful in booking contracts of varying types and sizes in its 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 US, 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 US, further releases of engineering and procurement work for the revamp of a chemicals facility in the US, a programme management contract for a new pharmaceuticals facility in the US, 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.

Foster Wheeler believes its success in this regard is a reflection of its technical expertise, its project execution performance, its long-term relationships with clients, its safety performance, and its selective approach in pursuit of new prospects where Foster Wheeler believes it has significant differentiators.

The following table presents Foster Wheeler's Global E&C Group's operating revenue and EBITDA for the nine months ended 30 September 2014 and 2013:

The following table presents Foster Wheeler's Global E&C Group's operating revenues by geographic region, based upon where Foster Wheeler's projects are being executed, for the nine months ended 30 September 2014 and 2013:

Nine months ended 30 September 2014 vs. Nine months ended 30 September 2013

Foster Wheeler's Global E&C Group experienced an increase in operating revenues of 1 per cent. in the first nine months of 2014, compared to the same period in 2013. This change included decreased flow-through revenues of $234,000. Excluding flow-through revenues and currency impacts, Foster Wheeler's Global E&C Group's operating revenues increased 19 per cent. in the first nine months of 2014, compared to the same period in 2013.

Foster Wheeler's Global E&C Group's EBITDA increased in the first nine months of 2014, compared to the same period in 2013. The increase in EBITDA was primarily driven by decreased sales pursuit costs of $8,100, a favourable impact of $3,000 related to a post judgment settlement of a lawsuit during the first nine months of 2014 for less than the previously accrued amount and the favourable impact of a decreased charge for severance-related postemployment benefits recognised in SG&A on its consolidated statement of operations of $1,700. These increases were partially offset by decreased contract profit of $7,600 and decreased equity earnings from its Global E&C Group's projects in Italy of $3,700, described below, and increased SG&A expenses of $2,200 related to the settlement of an earnout provision in connection with a prior business combination. The remaining variance compared to the first nine months of 2013 was comprised of several smaller movements from multiple categories within EBITDA. The contract profit decrease was driven by decreased contract profit margin, partially offset by increased volume of operating revenues, excluding flow-through revenues.

Foster Wheeler's projects in Italy recognised net equity earnings of $1,200 and $4,900 in the first nine months of 2014 and 2013. Foster Wheeler's equity earnings were unfavourably impacted in the nine months ended 30 September 2014, compared to the corresponding period in 2013, by the expiration of a royalty agreement at its project that generated earnings from royalty payments linked to the price of natural gas. This project experienced decreased equity earnings in the nine months ended 30 September 2014, compared to the corresponding period in 2013, of $2,300. Additionally, Foster Wheeler's equity earnings from its projects in Italy, during the nine months ended 30 September 2014, were unfavourably impacted by a provision for a tariff related to the net power supplied to the electrical grid at Foster Wheeler's waste-to-energy project. The impact of this provision decreased Foster Wheeler's equity earnings by $1,300, of which $1,100 related to the impact of the tariff for years prior to 2014. Foster Wheeler's waste-to-energy project experienced a decrease in equity earnings in the nine months ended 30 September 2014, compared to the corresponding period in 2013, of $700.

The following table presents Foster Wheeler's Global E&C Group's operating revenue and EBITDA for the six months ended 30 June 2014 and 2013:

Foster Wheeler's Global E&C Group experienced a decrease in operating revenues of 4 per cent. in the first six months of 2014, compared to the same period in 2013. This decrease included decreased flow-through revenues of $148,900. Excluding flow-through revenues and currency impacts, Foster Wheeler's Global E&C Group's operating revenues increased 12 per cent. in the first six months of 2014, compared to the same period in 2013.

Foster Wheeler's Global E&C Group's EBITDA decreased in the first six months of 2014, compared to the same period in 2013. The decrease in EBITDA was primarily driven by decreased contract profit of $11,900 and decreased equity earnings from Foster Wheeler's Global E&C Group's projects in Italy of $2,600 and increased SG&A expenses of $2,200 related to the settlement of an earnout provision in connection with a prior business combination. The contract profit decrease was driven by decreased contract profit margin, partially offset by increased volume of operating revenues, excluding flow-through revenues. These decreases were partially offset by decreased sales pursuit costs of $7,500, a favourable impact of $3,000 related to a post judgment settlement of a lawsuit during the first six months of 2014 for less than the previously accrued amount and the favourable impact of a decreased charge for severance-related postemployment benefits recognised in SG&A, on Foster Wheeler's consolidated statement of operations, of $1,700. The remaining variance compared to the six months ended 30 June 2013 was comprised of several smaller movements from multiple categories within EBITDA.

The following table presents Foster Wheeler's Global E&C Group's operating revenue and EBITDA for the years ended 31 December 2013, 2012 and 2011:

The following table presents Foster Wheeler's Global E&C Group's operating revenues by geographic region, based upon where its projects are being executed, for the years ended 31 December 2013, 2012, and 2011:

Foster Wheeler's Global E&C Group experienced an increase in operating revenues of 4 per cent. for the year ended 31 December 2013, compared to the year ended 31 December 2012. The increase was net of decreased flow-through revenues of $129,300. Excluding flow-through revenues and foreign currency fluctuations, its Global E&C Group's operating revenues increased 15 per cent. for the year ended 31 December 2013, compared to the year ended 31 December 2012.

Foster Wheeler's Global E&C Group's EBITDA decreased for the year ended 31 December 2013, compared to the year ended 31 December 2012. This decrease included the impact of decreased equity earnings from Foster Wheeler's projects in Italy of $15,200, inclusive of the impact of an impairment charge of $22,400 on one of Foster Wheeler's projects discussed below. The decrease in EBITDA also included the unfavourable impact of additional SG&A expenses related to the businesses acquired subsequent to the beginning of 2012 of $13,100, much of which was attributable to compensation expense recognised under earnout provisions associated with the acquisitions. Foster Wheeler's Global E&C Group's EBITDA in 2013 was also unfavourably impacted by a charge for severance-related post-employment benefits of $4,900, comprising amounts recognised in contract profit and SG&A expenses of $3,300 and $1,600, respectively. Foster Wheeler's Global E&C Group's decrease in EBITDA was partially offset by increased contract profit of $12,800, which included the favourable impact of the businesses acquired subsequent to the beginning of 2012 and was inclusive of a charge for severance-related post-employment benefits as discussed above. The decrease in EBITDA was also net of the favourable impact resulting from the inclusion of a charge recognised during the year ended 31 December 2012 related to the revaluation of Foster Wheeler's UK asbestos-related asset of $2,400 and the favourable impact of the inclusion of a $1,500 charge recognised in the year ended 31 December 2012 related to the write-off of capitalised costs for a wind farm development project discussed below.

The increase in contract profit primarily resulted from increased volume of operating revenues, excluding flow-through revenues, partially offset by decreased contract profit margins. During the year ended 31 December 2013, Foster Wheeler's equity earnings were favourably impacted by two items which occurred in the year ended 31 December 2013: a governmental authority mandated rate change for energy generated prior to the year ended 31 December 2013, that favourably impacted three of Foster Wheeler's projects by an aggregate amount of $4,900, and a governmental return on investment credit received by one of Foster Wheeler's projects, that was deemed a critical energy producing facility, that favourably impacted that project by $2,200. Additionally, the increase in Foster Wheeler's equity earnings from Foster Wheeler's projects in Italy were favourably impacted by the inclusion of two items recognised for the year ended 31 December 2012: a charge to establish a reserve against its receivable for emission rights and the impact of an extended facility maintenance shutdown during the year ended 31 December 2012, also described below.

Foster Wheeler's equity earnings for the year ended 31 December 2013 included the impact of an impairment charge of $22,400 on Foster Wheeler's equity interest investment in a waste-to-energy project in Italy. The reduction in fair value of Foster Wheeler's investment resulted from changed market conditions with respect to waste tariffs and type of waste delivered to the plant, coupled with the reduced operating performance of the plant compared to projected performance. Foster Wheeler and its partner in the investment have concluded that Foster Wheeler will continue to operate the plant and may consider future capital investments to improve its operating performance including a potential increase to the overall waste treatment and electric production compared to current levels. This impairment was recorded at the investee level. As a result of the foregoing, the carrying value of Foster Wheeler's investment approximated fair value as at 31 December 2013.

Foster Wheeler's Global E&C Group experienced a decrease in operating revenues of 30 per cent. for the year ended 31 December 2012, compared to the year ended 31 December 2011. The decrease was primarily driven by decreased flow-through revenues of $1,015,000. Excluding flow-through revenues and foreign currency fluctuations, Foster Wheeler's Global E&C Group's operating revenues increased 2 per cent. for the year ended 31 December 2012, compared to the year ended 31 December 2011.

Foster Wheeler's Global E&C Group's EBITDA decreased for the year ended 31 December 2012, compared to the year ended 31 December 2011, primarily driven by the unfavourable impact of increased sales pursuit costs of $14,200, resulting from increased new proposal activity, decreased equity earnings from its Global E&C Group's projects in Italy of $7,000, the unfavourable impact of increased general overhead costs of $6,100, the unfavourable impact of the inclusion of a $4,000 gain related to the revaluation of a contingent consideration liability that was recognised during the year ended 31 December 2011, a charge recognised in the year ended 31 December 2012 related to the revaluation of Foster Wheeler's UK asbestos-related asset of $2,400 and the unfavourable impact of the inclusion of a $1,500 charge during the year ended 31 December 2012 related to the write-off of capitalised costs for a wind farm development project that, due to legislation introduced in 2012, was no longer an economically viable project. These unfavourable impacts were partially offset by increased contract profit of $16,900. The increase in contract profit primarily resulted from increased contract profit margins and, to a lesser extent, increased volume of operating revenues, excluding flow-through revenues. Its equity earnings during the year ended 31 December 2012, compared to the year ended 31 December 2011, were unfavourably impacted by the results of one of its projects in Italy that recorded a charge to establish a reserve against its receivable balance for emission rights earned prior

to the year ended 31 December 2012 and decreased earnings as a result of an extended facility maintenance shutdown during the year ended 31 December 2012.

Foster Wheeler's 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. Foster Wheeler believes its competitive differentiation in serving these markets is the ability of its products to cleanly and efficiently burn a wide range of fuels, singularly or in combination. Foster Wheeler's Global Power Group's steam generators utilise 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 Foster Wheeler's Global Power Group's business. In particular, Foster Wheeler's CFB steam generators are able to burn coals of varying quality, as well as numerous other materials.

Additionally, Foster Wheeler's Global Power Group holds a controlling interest in and operates a combined-cycle gas turbine facility; owns a non-controlling interest in a petcoke-fired CFB facility for refinery steam and power generation; and operates a university cogeneration power facility for steam/electric generation.

Foster Wheeler's Global Power Group offers a number of other products and services related to steam generators, including:

While Foster Wheeler's Global Power Group has been impacted by unfavourable economic growth rates in most of its global markets in recent years, global economic activity has strengthened since the latter portion of 2013 and Foster Wheeler believes that it will continue to strengthen during 2014. Foster Wheeler believes 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 Foster Wheeler's 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 Foster Wheeler serves. Political and environmental sensitivity regarding coal-fired steam generators continues to cause prospective projects utilising 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 US 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 Foster Wheeler's 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 Foster Wheeler's Global Power Group's ability to book work and which could have a material negative impact on Foster Wheeler's Global Power Group's business.

Longer term, Foster Wheeler believes that global demand for electrical energy will continue to grow. Foster Wheeler believes 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, Foster Wheeler sees 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 Foster Wheeler's 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, Foster Wheeler's utility steam generators can be designed to incorporate supercritical steam technology, which Foster Wheeler believes significantly improves power plant efficiency and reduces power plant emissions.

Foster Wheeler is currently executing a project for four 550 megawatt electrical, or MWe, supercritical CFB steam generators for a power project in South Korea. Foster Wheeler believes this project shows a growing acceptance of CFB technology in the large utility boiler market sector, which provides a growing market opportunity for Foster Wheeler's CFB technology. Further, this project will allow Foster Wheeler to demonstrate its most advanced CFB design featuring vertical-tube, once-through ultra-supercritical steam technology. Commercial operation of the units is scheduled for 2015.

Foster Wheeler completed an engineering and supply project for a pilot-scale (approximately 30 megawatt thermal, equivalent to approximately 10 MWe) CFB steam generator, which incorporates Foster Wheeler's carbon-capturing Flexi-BurnTM technology. The pilot plant began successfully capturing CO₂ in September 2012.

Recently Foster Wheeler was 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 Foster Wheeler's CFB scrubbers. Foster Wheeler also was awarded a design and supply contract in Vietnam for two 300 MWe pulverised coal arch fired units. In addition, Foster Wheeler received contracts for two 60 MWe grate boilers to be located at a sugar mill in Pakistan and for two of Foster Wheeler's package boilers, designed to produce over 300 thousand pounds per hour of superheated steam at a steam plant with expanded scope in the US.

The following table presents Foster Wheeler's Global Power Group's operating revenue and EBITDA for the nine months ended 30 September 2014 and 2013:

The following table presents Foster Wheeler's Global Power Group's operating revenues by geographic region, based upon where Foster Wheeler's projects are being executed, for the nine months ended 30 September 2014 and 2013:

Nine months ended 30 September 2014 vs. Nine months ended 30 September 2013

Foster Wheeler's Global Power Group experienced a decrease in operating revenues of 6 per cent. in the nine months ended 30 September 2014, compared to the same period in 2013. This decrease was primarily driven by decreased volume of business and a decrease in operating revenues of $13,400 resulting from a change in the operations and maintenance fee structure at one of its build, own and operate projects in the US. Please see the section below entitled "US Build, Own and Operate Project" for additional information. Excluding the impacts from the US build, own and operate project and currency fluctuations, Foster Wheeler's Global Power Group's operating revenues decreased 5 per cent. in the nine months ended 30 September 2014, compared to the same period in 2013.

Foster Wheeler's Global Power Group's EBITDA decreased in the first nine months of 2014, compared to the same period in 2013. The decrease in EBITDA was primarily driven by decreased contract profit, excluding the change related to its US build, own and operate project described below, which contributed a decrease in EBITDA of $36,200, decreased equity earnings from its Global Power Group's project in Chile of $9,100, described below, and increased non-transaction-related legal fees of $4,800. The above items which decreased EBITDA were partially offset by income recognised during the first nine months of 2014 related to a cash payment received as a result of a favourable settlement in connection with the terms related to the expiration of a steam generator technology licence of $32,500, the impact of decreased SG&A expenses of $8,300, the favourable impact of a decreased charge for severance-related postemployment benefits recognised in SG&A on Foster Wheeler's consolidated statement of operations of $2,200 and the favourable impact of increased net foreign exchange transactions gains of $2,500. The remaining variance compared to the nine months ended 30 September 2013 was comprised of several smaller movements from multiple categories within EBITDA. The decrease in contract profit was the result of decreased contract profit margins and, to a lesser extent, decreased volume of operating revenues.

Foster Wheeler's equity earnings from its project in Chile were $13,400 and $22,500 in the nine months ended 30 September 2014 and 2013, respectively. Foster Wheeler's equity earnings in the nine months ended 30 September 2014 were unfavourably impacted by a decrease in the average electric tariff rates in 2014, as compared to the average electric tariff rates in the corresponding periods in 2013, which resulted in decreased equity earnings of $2,600. The decrease in equity earnings in the nine months ended 30 September 2014, compared to the same period in 2013, was primarily driven by three additional items: a $3,200 increase in Foster Wheeler's share of the project's 2012 earnings recognised in the nine months ended 30 September 2013 as a result of a revised earnings allocation for 2012 that was approved in connection with the approval by the project's governing board of the 2012 earnings distribution in the second quarter of 2013, a $3,000 increase from the reversal of an insurance-related contingency during the second quarter of 2013 and the unfavourable impact of a reversal of a risk contingency in the first quarter of 2013 associated with the insurance proceeds received by Foster Wheeler's project in Chile in connection with its 2010 earthquake loss. Excluding the above items, equity earnings would have shown an increase when comparing the nine months ended 30 September 2014 to the same period in 2013.

Martinez Cogen Limited Partnership, or MCLP, a limited liability partnership which is a majority-owned subsidiary of Foster Wheeler's 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 five 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 revenues in the first nine months of 2014 of $13,400 compared to the same period in 2013, and a corresponding decrease in contract profit of $1,600.

In 2013, pursuant to the partnership agreement between the MCLP partners, Foster Wheeler's Global Power Group's ownership interest in MCLP increased to 99 per cent. Foster Wheeler's 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 non-controlling interest. The foregoing changes to the project's fee structure and allocation of earnings resulted in a minimal impact to Foster Wheeler's Global Power Group's EBITDA during the nine months ended 30 September 2014, compared to the same period in 2013.

The following table presents Foster Wheeler's Global Power Group's operating revenue and EBITDA for the six months ended 30 June 2014 and 2013:

Foster Wheeler's Global Power Group experienced a decrease in operating revenues of 4 per cent. in the six months ended 30 June 2014, compared to the same period in 2013. This decrease was primarily driven by decreased volume of business and a decrease in operating revenues of $13,800 resulting from a change in the operations and maintenance fee structure at one of Foster Wheeler's build, own and operate projects in the US. Please see the section below entitled "—US Build, Own and Operate Project" for additional information. The decrease in operating revenues was partially offset by a net favourable foreign currency impact. Excluding the impacts from the US build, own and operate project and currency fluctuations, the Global Power Group's operating revenues decreased 2 per cent. in the six months ended 30 June 2014, compared to the same period in 2013.

Foster Wheeler's Global Power Group's EBITDA increased in the first six months of 2014, compared to the same period in 2013. The increase in EBITDA was primarily driven by income recognised during the first six months of 2014 related to a cash payment received as a result of a favourable settlement in connection with the terms related to the expiration of a steam generator technology licence of $32,500. Additionally, the increase in EBITDA included the impact of decreased SG&A expenses of $5,600. The above items which increased EBITDA were partially offset by decreased contract profit, excluding the change related to Foster Wheeler's US build, own and operate project described below, which contributed a decrease in EBITDA of $8,900, decreased equity earnings from Foster Wheeler's Global Power Group's project in Chile of $8,100, described below, and increased non-transaction-related legal fees of $1,700. The contract profit decrease was the result of decreased contract profit margins, partially offset by decreased volume of operating revenues.

Foster Wheeler's equity earnings from Foster Wheeler's project in Chile were, $9,000 and $17,100 in the six months ended 30 June 2014 and 2013, respectively. The decrease in equity earnings in the six months ended 30 June 2014, compared to the same period in 2013, were primarily driven by two items: a $3,200 increase in Foster Wheeler's share of the project's 2012 earnings recognised in the six months ended 30 June 2013 as a result of a revised earnings allocation for 2012 that was approved in connection with the approval by the project's governing board of the 2012 earnings distribution in the second quarter of 2013, and a $3,000 increase from the reversal of an insurance-related contingency during the second quarter of 2013. Additionally, the decrease in equity earnings in the six months ended 30 June 2014, compared to the same period in 2013, included the unfavourable impact of a reversal of a risk contingency in the first quarter of 2013 associated with the insurance proceeds received by Foster Wheeler's project in Chile in connection with its 2010 earthquake loss. Excluding the above items, equity earnings would have shown an increase when comparing the six months ended 30 June 2014 to the same period in 2013.

Martinez Cogen Limited Partnership, or MCLP, a limited liability partnership which is a majority-owned subsidiary of Foster Wheeler's 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 five 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 during the six months ended 30 June 2014, compared to the same period in 2013, of $13,800. The operating revenues decrease in turn resulted in a decrease in contract profit during the six months ended 30 June 2014, compared to the same period in 2013, of $2,000.

In 2013, pursuant to the partnership agreement between the MCLP partners, Foster Wheeler's Global Power Group's ownership interest in MCLP increased to 99 per cent. Foster Wheeler's 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 non-controlling interest. The foregoing changes to the project's fee structure and allocation of earnings resulted in a minimal impact to Foster Wheeler's Global Power Group's EBITDA during the six months ended 30 June 2014, compared to the same period in 2013.

The following table presents Foster Wheeler's Global Power Group's operating revenue and EBITDA for the years ended 31 December 2013, 2012 and 2011:

The following table presents Foster Wheeler's Global Power Group's operating revenues by geographic region, based upon where its projects are being executed, for the years ended 31 December 2013, 2012, and 2011:

Foster Wheeler's Global Power Group experienced a decrease in operating revenues in the year ended 31 December 2013, compared to the year ended 31 December 2012, of 18 per cent. The decrease was primarily driven by decreased volume of business. Excluding foreign currency fluctuations,

its Global Power Group's operating revenues decreased 20 per cent. for the year ended 31 December 2013, compared to the year ended 31 December 2012.

Foster Wheeler's Global Power Group's EBITDA decreased in the year ended 31 December 2013, compared to the year ended 31 December 2012, primarily driven by decreased contract profit of $44,100, inclusive of a charge for severance-related post-employment benefits. During the year ended 31 December 2013, Foster Wheeler's Global Power Group incurred charges for severance-related post-employment benefits of $17,000, comprising amounts recognised in contract profit and SG&A expenses of $11,700 and $5,300, respectively. Foster Wheeler's Global Power Group's decreased EBITDA also included charges during the year ended 31 December 2013 for facility shutdown costs which totalled $2,100, the unfavourable impact of the inclusion of a gain recognised during the year ended 31 December 2012 related to the favourable settlement of Foster Wheeler's claim with a client on a legacy project of $2,000 and decreased governmental economic subsidies and other non-income tax credits of $900. The impact, year-on-year of these items which decreased EBITDA was partially offset by increased equity earnings in the year ended 31 December 2013 from Foster Wheeler's Global Power Group's project in Chile of $7,200.

The decrease in contract profit primarily resulted from decreased volume of operating revenues, partially offset by increased contract profit margins. Additionally, the decrease in contract profit included the unfavourable impact of a settlement with a subcontractor of approximately $6,900 during the year ended 31 December 2012.

Foster Wheeler's Global Power Group experienced a decrease in operating revenues in the year ended 31 December 2012, compared to the year ended 31 December 2011, of 4 per cent. The decrease was primarily driven by decreased volume of business and the unfavourable impact of foreign currency fluctuations. Excluding foreign currency fluctuations, Foster Wheeler's Global Power Group's operating revenues decreased 1 per cent. in the year ended 31 December 2012, compared to the year ended 31 December 2011.

Foster Wheeler's Global Power Group's EBITDA increased in the year ended 31 December 2012, compared to the year ended 31 December 2011, primarily driven by increased contract profit of $45,200. The increase in contract profit primarily resulted from increased contract profit margins, partially offset by decreased volume of operating revenues. In addition, the increase in contract profit included the favourable impact of a settlement with a subcontractor of approximately $6,900 during the year ended 31 December 2012 and the favourable impact of the inclusion of an out-of-period correction recorded during the year ended 31 December 2011 for a reduction of final estimated profit of approximately $4,600. The increase in EBITDA also included the unfavourable impact of decreased equity earnings from its Global Power Group's project in Chile of $10,600 and the favourable impact related to decreased legal fees of $5,200.

Foster Wheeler's equity earnings from its project in Chile were $27,500, $20,300 and $30,900 for the years ended 31 December 2013, 2012 and 2011, respectively. The increase in equity earnings for the year ended 31 December 2013, compared to the year ended 31 December 2012, was primarily driven by the net impact of two items: a $3,200 increase in Foster Wheeler's share of the project's 2012 earnings recognised as a result of a revised earnings allocation for the year ended 31 December 2012 that was approved in connection with the approval by the project's governing board of the 2012 earnings distribution during the year ended 31 December 2013, and a $3,000 increase from the reversal of an insurance-related contingency during 2013. The decrease in equity earnings for the year ended 31 December 2012, compared to the year ended 31 December 2011, was primarily driven by the impact

of lower marginal rates for electrical power generation and the impact of a higher statutory tax rate in Chile, partially offset by an increase in the project's volume of electricity produced during the year ended 31 December 2012.

On 27 February 2010, an earthquake occurred off the coast of Chile that caused significant damage to its Global Power Group's project in Chile. As a result of the damage, the project's facility suspended normal operating activities on that date. The project included an estimated recovery for lost profits under Foster Wheeler's business interruption insurance policy in its financial statements, which covered the whole period while the facility suspended normal operating activities. The facility began operating at less than normal utilisation during the three months ended 30 June 2011 and achieved normal operating activities during the three months ended 30 September 2011. Proceeds from the business interruption insurance were based on market rates for electricity during the period when the facility suspended normal operating activities.

The following table presents Foster Wheeler's cash and cash equivalents and restricted cash balances:

Total cash and cash equivalents and restricted cash held by Foster Wheeler's non-US entities as of 30 September 2014 and 30 December 2013 were $414,900 and $493,000, respectively.

During the first nine months of 2014, Foster Wheeler experienced a decrease in cash and cash equivalents of $108,500. The decrease in cash and cash equivalents primarily reflected cash used in operating activities of $51,300, a return of capital payment to Foster Wheeler's shareholders of $39,900, capital expenditures of $17,800, distributions to non-controlling interests of $9,400 and repayment of debt and capital lease obligations of $7,700. The above use of cash was partially offset by a decrease in restricted cash, excluding foreign currency translation effects, of $18,800 and proceeds received from the exercise of stock options of $18,300.

The following table presents Foster Wheeler's cash and cash equivalents and restricted cash balances:

Total cash and cash equivalents and restricted cash held by Foster Wheeler's non-US entities as of 30 June 2014 and 31 December 2013 were $392,800 and $493,000, respectively.

During the first six months of 2014, Foster Wheeler experienced a decrease in cash and cash equivalents of $37,700. The decrease in cash and cash equivalents included a return of capital payment to Foster Wheeler's shareholders of $39,900, cash used in operating activities of $31,100, capital expenditures of $13,000, repayment of debt and capital lease obligations of $6,800 and distributions to non-controlling interests of $6,700. The above use of cash was partially offset by a decrease in restricted cash, excluding foreign currency translation effects, of $45,600 and proceeds received from the exercise of stock options of $17,600.

Total cash and cash equivalents and restricted cash held by Foster Wheeler's non-US entities as at 31 December 2013 and 2012 were $493,000 and $522,300, respectively.

During the year ended 31 December 2013, Foster Wheeler experienced a decrease in cash and cash equivalents of $26,100, primarily as a result of cash used to repurchase its shares and to pay related commissions under its share repurchase programme of $150,100, cash used for payments related to business acquisitions of $52,100, cash used for capital expenditures of $27,700, an increase in restricted cash, excluding foreign currency translation effects, of $17,400 and the repayment of debt and capital lease obligations of $14,900. The above uses of cash were partially offset by cash provided by operating activities of $192,000 and proceeds received from the disposition of a business of $48,600.

Net cash used in operating activities in the first nine months of 2014 primarily resulted from cash used for working capital of $204,300, cash used for net asbestos-related payments of $22,600, which excluded a gain and related cash receipts of $800 of an insurance receivable related to an insolvent insurance carrier as the gain was recognised in net income, and mandatory contributions to Foster Wheeler's non-US pension plans of $7,400, partially offset by cash provided by net income of $189,200, which excluded non-cash charges of $61,900 and included the above gain and related cash receipts of $800 of an insurance receivable.

The increase in net cash used in operating activities of $165,300 in the first nine months of 2014, compared to the same period of 2013, resulted primarily from an increase in cash used to fund working capital that resulted in a decrease in cash of $115,000 and, to a lesser extent, decreased cash provided by net income excluding non-cash charges of $40,900, which included gains and related cash receipts of $800 and $15,800 in the first nine months of 2014 and 2013, respectively, increased cash used for net asbestos-related payments of $11,900, which excluded gains and related cash receipts of $800 and $15,800 in the first nine months of 2014 and 2013, respectively, as the gains were recognised in net income.

Working capital varies from period to period depending on the mix, stage of completion and commercial terms and conditions of Foster Wheeler's contracts and the timing of the related cash receipts. During the first nine months of 2014 and 2013, Foster Wheeler 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 Foster Wheeler's 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, Foster Wheeler had $47,000 and $54,400, as of 30 September 2014 and 31 December 2013, respectively, of accounts receivable due from the national oil company in Venezuela. The payment history of this client continues to be good; however, some of the payments continue to be significantly delayed and should oil prices remain at or below the current levels, the national oil company in Venezuela could face difficulties in servicing its foreign debt, including Foster Wheeler's receivables. In general, a delay in payment by Foster Wheeler's customers is not indicative of customer credit risk. In other cases where payments are delayed due to disagreements between Foster Wheeler and its clients regarding the level of or quality of work performed or regarding billing terms, Foster Wheeler assesses its contractual right to invoice the client and, if it believes there is a probable commercial risk to collection of contract revenues, Foster Wheeler provides an allowance against the valuation of contract work in progress at the individual contract level.

As more fully described below in "—Outlook", Foster Wheeler believe its existing cash balances and forecasted net cash provided from operating activities will be sufficient to fund its operations throughout the next 12 months. Foster Wheeler's ability to maintain or increase its cash flows from operating activities in future periods will depend in large part on the demand for its products and services and its 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 Foster Wheeler's view of the outlook for each of its business segments.

Net cash used in operating activities in the first six months of 2014 primarily resulted from cash used for working capital of $136,100, cash used for net asbestos-related payments of $26,300, which excluded a gain and related cash receipts of $800 of an insurance receivable related to an insolvent insurance carrier as the gain was recognised in net income, and mandatory contributions to Foster Wheeler's non-US pension plans of $9,000, partially offset by cash provided by net income of $142,200, which excluded non-cash charges of $40,700 and included the above gain and related cash receipts of $800 of an insurance receivable.

The increase in net cash used in operating activities of $97,600 in the first six months of 2014, compared to the same period of 2013, resulted primarily from an increase in cash used to fund working capital that resulted in a decrease in cash of $61,100 and, to a lesser extent, increased cash used for net asbestos-related payments of $12,400, which excluded gains and related cash receipts of $800 and $15,800 first six months of 2014 and 2013, respectively, as the gains were recognised in net income.

Working capital varies from period to period depending on the mix, stage of completion and commercial terms and conditions of Foster Wheeler's contracts and the timing of the related cash receipts. During the first six months of 2014 and 2013, Foster Wheeler 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 Foster Wheeler's 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, Foster Wheeler had $60,700 and $54,400, as of 30 June 2014 and 31 December 2013, respectively, of accounts receivable due from the national oil company in Venezuela. In July 2014, Foster Wheeler received cash payments from this customer totalling $24,100 of the outstanding accounts receivable as of 30 June 2014. The payment history of this client continues to be good; however, some of the payments continue to be significantly delayed. In general, a delay in payment by Foster Wheeler's customers is not indicative of customer credit risk. In other cases where payments are delayed due to disagreements between Foster Wheeler and Foster Wheeler's clients regarding the level of or quality of work performed or regarding billing terms, Foster Wheeler assess their contractual right to invoice the client and, if Foster Wheeler believe there is a probable commercial risk to collection of contract revenues, Foster Wheeler provide an allowance against the valuation of contract work in progress at the individual contract level.

As more fully described below in "—Outlook", Foster Wheeler believes its existing cash balances and forecasted net cash provided from operating activities will be sufficient to fund its operations throughout the next 12 months. Foster Wheeler's ability to maintain or increase its cash flows from operating activities in future periods will depend in large part on the demand for Foster Wheeler's products and services and Foster Wheeler's operating performance in the future. See "—Global E&C Group—Overview of Segment" and "—Global Power Group—Overview of Segment" above for Foster Wheeler's view of the outlook for each of Foster Wheeler's business segments.

Net cash provided by operating activities for the year ended 31 December 2013 primarily resulted from cash provided by net income of $257,800, which included a gain and related cash receipts of $15,800 for an insurance receivable related to an insolvent insurance carrier, which Foster Wheeler had previously written-off, and excluded non-cash charges of $156,700, partially offset by cash used to fund working capital of $24,600, mandatory contributions to Foster Wheeler's pension plans of $21,400 and cash used for Foster Wheeler's US net asbestos-related payments of $18,200, which excluded the above collection of an insurance receivable of $15,800 as the gain was recognised in net income.

The increase in net cash provided by operating activities of $100,000 in the year ended 31 December 2013, compared to the year ended 31 December 2012, resulted primarily from a decrease in cash used to fund working capital that resulted in an increase in cash of $118,400, partially offset by increased asbestos-related payments of $9,200.

The decrease in net cash provided by operating activities of $91,600 in the year ended 31 December 2012, compared to the year ended 31 December 2011, resulted primarily from an increase in cash used to fund working capital that resulted in a decrease in cash of $144,400, partially offset by decreased contributions to its pension plans of $49,300, which was driven by lower discretionary contributions of $51,300.

Working capital varies from period to period depending on the mix, stage of completion and commercial terms and conditions of its contracts and the timing of the related cash receipts. During the year ended 31 December 2013, Foster Wheeler used cash to fund working capital as cash used for services rendered and purchases of materials and equipment exceeded cash receipts from client billings. During the year ended 31 December 2012, Foster Wheeler 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 Foster Wheeler's increase in receivables balance during the year ended 31 December 2012. Foster Wheeler generated cash from the conversion of working capital during the year ended 31 December 2011, as cash receipts from client billings exceeded cash used for services rendered and purchases of materials and equipment.

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. Foster Wheeler's accounts receivable as at 31 December 2013 and 2012 included a greater concentration of receivables from national oil companies, relative to 31 December 2011. In particular, Foster Wheeler had $54,400 and $46,900, as at 31 December 2013 and 2012, 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. Additionally, there were a number of large projects in Foster Wheeler's Global Power Group during the year ended 31 December 2012 that were in the final phases of execution and commissioning where virtually all of the cash had been collected in advance. In general, a delay in payment by Foster Wheeler's customers is not indicative of customer credit risk. In other cases where payments are delayed due to disagreements between Foster Wheeler and its clients regarding the level of or quality of work performed or regarding billing terms, Foster Wheeler assesses its contractual right to invoice the client and, if Foster Wheeler believes there is a probable commercial risk to collection of contract revenues, Foster Wheeler provides an allowance against the valuation of contract work in progress at the individual contract level.

Foster Wheeler believes its existing cash balances and forecasted net cash provided from operating activities will be sufficient to fund its operations throughout the next 12 months. Foster Wheeler's ability to maintain or increase its cash flows from operating activities in future periods will depend in large part on the demand for its products and services and its operating performance in the future.

The net cash used in investing activities in the first nine months of 2014 was attributable primarily to capital expenditures of $17,800 and cash used for a business acquisition, net of cash acquired, of $2,000, partially offset by a decrease in restricted cash, excluding foreign currency translation effects, of $18,800, which was primarily driven by decreased client dedicated funds.

The net cash used in investing activities in the first nine months of 2013 was attributable primarily to cash used for a business acquisition, net of cash acquired, of $52,800, capital expenditures of $21,800 and cash used for investments in and advances to unconsolidated affiliates of $11,600, partially offset by proceeds received from the disposition of a business of $48,600 and cash provided by a decrease in restricted cash, excluding foreign currency translation effects, of $9,200.

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

The net cash provided by investing activities in the first six months of 2014 was attributable primarily to a decrease in restricted cash, excluding foreign currency translation effects, of $45,600, which was primarily driven by decreased client dedicated funds, partially offset by capital expenditures of $13,000.

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

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

The net cash used in investing activities in the year ended 31 December 2013 was attributable primarily to payments related to business acquisitions, net of cash acquired, of $52,100, capital expenditures of $27,700 and net cash used as a result of an increase in restricted cash, excluding foreign currency translation effects, of $17,400, which was primarily driven by increased client dedicated funds, partially offset by proceeds received from the disposition of a business of $48,600.

The net cash used in investing activities in the year ended 31 December 2012 was attributable primarily to payments related to business acquisitions, net of cash acquired, of $69,700. Other investing activities included capital expenditures of $34,700 and net cash used as a result of an increase in restricted cash, excluding foreign currency translation effects, of $18,100, partially offset by cash provided by a return of investment from unconsolidated affiliates of $6,200. The increase in restricted cash was primarily attributable to increased cash received for client dedicated accounts for project-related purchases.

The net cash used in investing activities in the year ended 31 December 2011 was attributable primarily to payments related to business acquisitions of $29,400, capital expenditures of $26,200 and net cash used as a result of an increase in restricted cash of $18,700.

The capital expenditures in the years ended 31 December 2013, 2012 and 2011 related primarily to project construction, leasehold improvements, IT equipment and office equipment.

The net cash used in financing activities in the first nine months of 2014 was attributable primarily to cash used for a return of capital payment to Foster Wheeler's shareholders of $39,900 and, to a lesser extent, payment of distributions to non-controlling interests of $9,400 and repayment of debt and capital lease obligations of $7,700, partially offset by cash received from the exercise of stock options of $18,300.

The net cash used in financing activities in the first nine months of 2013 was attributable primarily to cash used to repurchase shares and to pay related commissions under Foster Wheeler's share repurchase programme of $150,100. Other financing activities included distributions to non-controlling interests of $12,600 and repayment of debt and capital lease obligations of $8,600, partially offset by cash received from the exercise of stock options of $4,300.

The net cash used in financing activities in the first six months of 2014 was attributable primarily to cash used for a return of capital payment to Foster Wheeler's shareholders of $39,900, repayment of debt and capital lease obligations of $6,800 and, to a lesser extent, payment of distributions to non-controlling interests of $6,700, partially offset by cash received from the exercise of stock options of $17,600.

The net cash used in financing activities in the first six months of 2013 was attributable primarily to cash used to repurchase shares and to pay related commissions under Foster Wheeler's share repurchase programme of $150,100 and, to a lesser extent, distributions to non-controlling interests of $10,500.

The net cash used in financing activities for the year ended 31 December 2013 was attributable primarily to the cash used to repurchase shares and to pay related commissions under Foster Wheeler's share repurchase programme of $150,100. Other financing activities included cash used for the repayment of debt and capital lease obligations of $14,900 and distributions to non-controlling interests of $12,600, partially offset by cash provided from the exercise of stock options of $19,200.

The net cash used in financing activities in the year ended 31 December 2012 was attributable primarily to the cash used to repurchase shares and to pay related commissions under Foster Wheeler's share repurchase programme of $91,000. Other financing activities included cash used for distributions

to non-controlling interests of $18,300 and the repayment of debt and capital lease obligations of $13,000.

The net cash used in financing activities in the year ended 31 December 2011 was attributable primarily to the cash used to repurchase shares and to pay related commissions under its share repurchase programme of $409,400. Other financing activities included cash used for repayment of debt and capital lease obligations of $12,500 and distributions to non-controlling interests of $11,400, partially offset by cash provided from the exercise of stock options of $11,900.

Foster Wheeler's 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, Foster Wheeler believe its existing cash balances and forecasted net cash provided by operating activities will be sufficient to fund Foster Wheeler's operations throughout the next twelve months. Based on these forecasts, Foster Wheeler's primary cash needs will be working capital, its 2014 acquisition activity, as described below, capital expenditures, net asbestos-related payments and mandatory pension contributions. Foster Wheeler may also use cash at its discretion for additional acquisitions or discretionary pension plan contributions. The majority of Foster Wheeler's 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 Foster Wheeler's efforts to maintain its well-diversified asset allocation with creditworthy financial institutions and/or unfavourably impact Foster Wheeler's liquidity and financial statements. Foster Wheeler will continue to monitor the global economic environment, particularly in those countries where Foster Wheeler has operations or assets.

It is customary in the industries in which Foster Wheeler operate to provide standby letters of credit, bank guarantees or performance bonds in favour of clients to secure obligations under contracts. Foster Wheeler believes that it will have sufficient letter of credit capacity from existing facilities throughout the next twelve months.

Foster Wheeler is dependent on cash repatriations from its subsidiaries to cover payments and expenses of Foster Wheeler's parent holding company in Switzerland, to cover cash needs related to Foster Wheeler's asbestos-related liability and other overhead expenses in the US and, at Foster Wheeler's discretion, specific liquidity needs, such as funding acquisitions and Foster Wheeler's dividend distribution. Consequently, Foster Wheeler requires cash repatriations to Switzerland and the US from its entities located in other countries in the normal course of Foster Wheeler's operations to meet its Swiss and US cash needs and have successfully repatriated cash for many years. Foster Wheeler believes that it can repatriate the required amount of cash to Switzerland and the US Additionally, Foster Wheeler continues to have access to the revolving credit portion of its senior credit facility, if needed.

Foster Wheeler's net asbestos-related cash payments are predominately related to Foster Wheeler's US subsidiaries and include indemnity and defence costs, net of insurance proceeds. During the first nine months of 2014, Foster Wheeler had net asbestos-related cash outflows of approximately $21,800. Foster Wheeler expects its US net cash outflows for the full year 2014 to be approximately $31,700. This estimate assumes no settlements with insurance companies or elections by Foster Wheeler to fund additional payments. As Foster Wheeler continues to collect cash from insurance settlements and assuming no increase in its asbestos-related insurance liability or any future insurance settlements, the asbestos-related insurance receivable recorded on Foster Wheeler's balance sheet will continue to decrease.

On 3 August 2012, Foster Wheeler entered into a five-year senior unsecured credit agreement, which replaced Foster Wheeler's amended and restated senior unsecured credit agreement from July 2010. Foster Wheeler's senior credit agreement provided for a facility of $750,000 and contained an increase option permitting them, 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, Foster Wheeler could request, subject to certain requirements, up to two one-year extensions of the contractual termination date.

Foster Wheeler could issue up to $750,000 under the letter of credit portion of the facility. Letters of credit issued under Foster Wheeler's senior credit agreement had performance pricing that was decreased (or increased) as a result of improvements (or reductions) in Foster Wheeler's corporate credit ratings, as defined in the senior credit agreement. Based on Foster Wheeler's credit ratings, letter of credit fees for performance and non-performance letters of credit issued under Foster Wheeler's senior credit agreement were 0.75 per cent. and 1.50 per cent. per annum of the outstanding amount, respectively, excluding a nominal fronting fee. Foster Wheeler also had 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 per cent., subject also to the performance pricing noted above.

Foster Wheeler had approximately $290,600 and $253,900 of letters of credit outstanding under Foster Wheeler's senior credit agreement as of 30 September 2014 and 31 December 2013, respectively. There were no funded borrowings under Foster Wheeler's senior credit agreement as of 30 September 2014 and 31 December 2013. On 13 November 2014, in connection with the closing of the Offer, Foster Wheeler terminated the credit agreement. Each existing letter of credit issued by BNP Paribas as an issuing lender under the credit agreement was deemed to be issued on its existing terms under AMFW's $2.26 billion credit facility agreement with, among others, Bank of America Merrill Lynch International Limited as facility agent, and the Lenders as original lenders. For more detail on the $2.26 billion credit facility agreement, see "Operating and Financial Review of AMFW—Liquidity and Capital Resources—Indebtedness".

Foster Wheeler is not required to make any mandatory contributions to its US pension plans in 2014 based on the minimum statutory funding requirements. Foster Wheeler made mandatory contributions totalling approximately $7,400 to its non-US pension plans during the first nine months of 2014. Based on the minimum statutory funding requirements for 2014, Foster Wheeler expect to make mandatory contributions totalling approximately $8,200 to Foster Wheeler's non-US pension plans for the full year. Additionally, Foster Wheeler may elect to make discretionary contributions to Foster Wheeler's US and/or non-US pension plans during 2014.

On 12 September 2008, Foster Wheeler announced a share repurchase programme pursuant to which the Foster Wheeler Board of Directors authorised the repurchase of up to $750,000 of Foster Wheeler's outstanding shares and the designation of the repurchased shares for cancellation. On 4 November 2010, the Foster Wheeler Board proposed an increase to Foster Wheeler's share repurchase programme of $335,000, which was approved by Foster Wheeler's shareholders at an extraordinary general meeting on 24 February 2011. On 22 February 2012, the Foster Wheeler Board proposed an additional increase to Foster Wheeler's share repurchase programme of approximately $419,398, which was approved by Foster Wheeler's shareholders at Foster Wheeler's 2012 annual general meeting on 1 May 2012.

Based on the aggregate share repurchases under Foster Wheeler's programme through 30 June 2014, Foster Wheeler was authorised to repurchase up to an additional $270,054 of its outstanding shares as of such date. Any repurchases will be made at Foster Wheeler's 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 programme does not obligate Foster Wheeler to acquire any particular number of

shares. The programme has no expiration date and may be suspended or discontinued at any time. Any repurchases made pursuant to the share repurchase programme will be funded using Foster Wheeler's cash on hand. Through 30 September 2014, Foster Wheeler has repurchased 50,502,778 shares for an aggregate cost of approximately $1,234,344 since the inception of the repurchase programme announced on 12 September 2008. Foster Wheeler has executed the repurchases in accordance with 10b5-1 repurchase plans as well as other privately negotiated transactions pursuant to its share repurchase program. The 10b5-1 repurchase plans allow Foster Wheeler to purchase shares at times when Foster Wheeler 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.

In October 2014, Foster Wheeler acquired all of the ordinary shares and options of MDM Engineering. Foster Wheeler's aggregate cash needs related to this acquisition were approximately $109,000.

Foster Wheeler owns several non-controlling interests in power projects in Chile and Italy. Certain of the projects have third-party debt that is not consolidated in its balance sheet. Foster Wheeler has also issued certain guarantees for the Chile-based project.

Foster Wheeler has contractual obligations comprising long-term debt, non-cancellable operating lease commitments, purchase commitments, capital lease obligations and pension and other post-retirement benefit funding requirements. The following table presents Foster Wheeler's expected cash flows related to contractual obligations outstanding as at 31 December 2013:

	Total

	($ thousands)
Expected cash flows
Long-term debt
Principal		71,800	9,500	21,600	15,000	25,700
Interest		8,600	1,700	2,500	2,100	2,300
Interest rate swaps⁽¹⁾		8,100	2,300	3,400	1,600	800
Capital lease obligations
Principal		54,400	3,000	7,200	9,900	34,300
Interest		31,600	5,200	9,400	7,700	9,300
Non-cancellable operating lease obligations		352,700	59,800	95,500	63,700	133,700
Purchase commitments		745,900	712,900	23,400	9,600	—
Funding requirements
Pension US⁽²⁾		—	—	—	—	—
Pension non-US⁽²⁾		100,400	22,900	40,000	37,500	—
Other post-retirement benefits		44,800	5,100	9,900	9,200	20,600

Total contractual cash obligations		1,418,300	822,400	212,900	156,300	226,700

The table above does not include payments of Foster Wheeler's asbestos-related liabilities as Foster Wheeler cannot reasonably predict the timing of the net cash outflows associated with this liability beyond 2014. Foster Wheeler expects to fund $32,000 of its asbestos liability indemnity and defence costs from its cash flows in 2014 net of the cash expected to be received from existing insurance settlements.

The table above does not include payments relating to Foster Wheeler's uncertain tax positions as Foster Wheeler cannot reasonably predict the timing of the net cash outflows associated with the settlement of these obligations. Foster Wheeler's total liability (including accrued interest and penalties) is approximately $112,900 as at 31 December 2013.

Foster Wheeler is contingently liable under standby letters of credit, bank guarantees and surety bonds, primarily for guarantees of its performance on projects currently in execution or under warranty. These balances include the standby letters of credit issued under the senior unsecured credit agreement and from other facilities worldwide. The following table presents Foster Wheeler's commitments and their period of expiration as at 31 December 2013:

New orders are recorded and added to the backlog of unfilled orders based on signed contracts as well as agreed letters of intent, which Foster Wheeler has 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 recognised in Foster Wheeler's 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, Foster Wheeler's backlog contains a portfolio of contracts at various stages of completion that will be executed at varying rates over varying durations. Foster Wheeler 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 its future earnings related to the performance of such work due to factors outside its 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 sales of subsidiaries, if any.

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

The tables below present Foster Wheeler's new orders and backlog of unfilled orders by period and include amounts for discontinued operations for periods prior to the year ended 31 December 2013, which were insignificant based on its consolidated and business group balances.

	Nine months ended

	30 September 2013						30 September 2014
	Global E&C Group		Global Power Group		Total		Global E&C Group		Global Power Group		Total
	($ thousands)
By Project Location:
Africa		43,200		100		43,300		35,800		—		35,800
Asia Pacific		281,100		162,500		443,600		325,800		365,300		691,100
Europe		370,100		142,000		512,100		852,500		79,600		932,100
Middle East		249,600		2,000		251,600		252,400		70,100		322,500
North America		1,536,400		140,400		1,676,800		549,100		180,400		729,500
South America		146,700		20,100		166,800		124,100		25,800		149,900

Total		2,627,100		467,100		3,094,200		2,139,700		721,200		2,860,900



By Industry:
Power generation		46,400		406,000		452,400		123,300		687,800		811,100
Oil refining		850,400		—		850,400		1,136,800		—		1,136,800
Pharmaceutical		235,000		—		235,000		96,800		—		96,800
Oil and gas		273,000		—		273,000		321,400		—		321,400
Chemical/petrochemical		1,104,400		—		1,104,400		371,100		—		371,100
Power plant design, operation and maintenance		36,300		61,100		97,400		43,000		33,400		76,400
Environmental		5,000		—		5,000		9,300		—		9,300
Other, net of eliminations		76,600		—		76,600		38,000		—		38,000

Total		2,627,100		467,100		3,094,200		2,139,700		721,200		2,860,900

	Six months ended

	30 June 2013						30 June 2014
	Global E&C Group		Global Power Group		Total		Global E&C Group		Global Power Group		Total
	($ thousands)
By Project Location:
Africa		38,300		100		38,400		25,500		—		25,500
Asia Pacific		183,900		124,000		307,900		259,900		357,900		617,800
Europe		252,800		70,700		323,500		743,300		55,500		798,800
Middle East		129,200		500		129,700		184,100		38,300		222,400
North America		421,500		80,800		502,300		343,500		108,700		452,200
South America		103,000		13,100		116,100		111,000		13,500		124,500

Total		1,128,700		289,200		1,417,900		1,667,300		573,900		2,241,200



By Industry:
Power generation		2,700		241,500		244,200		68,800		549,200		618,000
Oil refining		585,800		—		585,800		903,900		—		903,900
Pharmaceutical		40,100		—		40,100		81,000		—		81,000
Oil and gas		193,700		—		193,700		254,600		—		254,600
Chemical/petrochemical		207,800		—		207,800		296,400		—		296,400
Power plant design, operation and maintenance		21,800		47,700		69,500		31,600		24,700		56,300
Environmental		3,600		—		3,600		6,400		—		6,400
Other, net of eliminations		73,200		—		73,200		24,600		—		24,600

Total		1,128,700		289,200		1,417,900		1,667,300		573,900		2,241,200

	Year ended 31 December

	2011						2012						2013
	Global E&C Group		Global Power Group		Total		Global E&C Group		Global Power Group		Total		Global E&C Group		Global Power Group		Total
	($ thousands)
By Industry
Power generation		323,500		1,143,400		1,466,900		59,500		474,300		533,800		48,700		621,200		669,900
Oil refining		1,300,500		—		1,300,500		1,634,100		—		1,634,100		1,271,400		—		1,271,400
Pharmaceutical		43,800		—		43,800		56,700		—		56,700		76,800		—		76,800
Oil & Gas		801,900		—		801,900		382,000		—		382,000		404,700		—		404,700
Chemical/petrochemical		475,000		—		475,000		663,300		—		663,300		1,223,300		—		1,223,300
Power plant operation and maintenance		17,800		117,500		135,300		20,500		114,800		135,300		47,800		71,600		119,400
Environmental		6,500		—		6,500		8,500		—		8,500		8,400		—		8,400
Other, net of eliminations		55,900		—		55,900		35,800		—		35,800		81,600		—		81,600

Total		3,024,900		1,260,900		4,285,800		2,860,400		589,100		3,449,500		3,162,700		692,800		3,855,500

	As at 30 September						As at 30 June						As at 31 December

	2014						2014						2012						2013
	Global E&C Group		Global Power Group		Total		Global E&C Group		Global Power Group		Total		Global E&C Group		Global Power Group		Total		Global E&C Group		Global Power Group		Total
	($ thousands)
By Contract Type
Lump sum turnkey		5,800		32,800		38,600		6,000		34,800		40,800		3,200		67,500		70,700		22,300		7,200		29,500
Other fixed-price		476,400		660,800		1,137,200		522,600		696,700		1,219,300		662,500		665,200		1,327,700		484,600		581,900		1,066,500
Reimbursable		2,921,000		22,800		2,943,800		3,265,600		22,000		3,287,600		2,219,000		30,600		2,249,600		2,889,600		19,000		2,908,600

Total		3,403,200		716,400		4,119,600		3,794,200		753,500		4,547,700		2,884,700		763,300		3,648,000		3,396,500		608,100		4,004,600



By Project Location
Africa		26,000		—		26,000		34,800		—		34,800		58,200		—		58,200		36,700		100		36,800
Asia Pacific		479,500		370,200		849,700		560,100		440,000		1,000,100		616,300		435,400		1,051,700		579,700		342,800		922,500
Europe		793,500		81,500		875,000		901,200		106,300		1,007,500		508,500		150,700		659,200		462,300		114,000		576,300
Middle East		670,200		52,400		722,600		774,400		30,500		804,900		850,700		4,600		855,300		837,500		1,700		839,200
North America		1,185,200		185,500		1,370,700		1,227,200		156,100		1,383,300		295,100		142,800		437,900		1,177,100		124,300		1,301,400
South America		248,800		26,800		275,600		296,500		20,600		317,100		555,900		29,800		585,700		303,200		25,200		328,400

Total		3,403,200		716,400		4,119,600	$	3,794,200	$	753,500	$	4,547,700		2,884,700		763,300		3,648,000		3,396,500		608,100		4,004,600



By Industry
Power generation		79,400		682,700		762,100		54,000		719,800		773,800		269,000		699,500		968,500		27,800		572,000		599,800
Oil refining		1,880,700		—		1,880,700		2,015,800		—		2,015,800		1,676,000		—		1,676,000		1,562,100		—		1,562,100
Pharmaceutical		59,000		—		59,000		72,400		—		72,400		26,600		—		26,600		44,500		—		44,500
Oil & Gas		245,400		—		245,400		321,800		—		321,800		269,600		—		269,600		302,800		—		302,800
Chemical/petrochemical		1,027,600		—		1,027,600		1,180,200		—		1,180,200		630,000		—		630,000		1,247,400		—		1,247,400
Power plant operation and maintenance		62,000		33,700		95,700		88,500		33,700		122,200		100		63,800		63,900		152,000		36,100		188,100
Environmental		5,800		—		5,800		6,900		—		6,900		3,200		—		3,200		5,400		—		5,400
Other, net of eliminations		43,300		—		43,300		54,600		—		54,600		10,200		—		10,200		54,500		—		54,500

Total		3,403,200		716,400		4,119,600	$	3,794,200		753,500		4,547,700		2,884,700		763,300		3,648,000		3,396,500		608,100		4,004,600



Backlog, measured in terms of Foster Wheeler Scope		2,694,100		715,700		3,409,800	$	2,983,800		753,300		3,737,100		2,196,700		753,500		2,950,200		2,973,200		605,200		3,578,400



Global E&C Group Man-hours in Backlog		20,000		—		20,000		21,400		—		21,400		17,000		—		17,000		21,400		—		21,400

The foreign currency translation impact as of 30 September 2014 compared to 31 December 2013 resulted in decreases on backlog and Foster Wheeler scope backlog of $151,300 and $79,000, respectively.

The foreign currency translation impact resulted in a decrease of $5,100 on backlog and an increase of $12,900 on Foster Wheeler scope backlog as of 30 June 2014 compared to 31 December 2013.

The foreign currency translation impact on backlog and Foster Wheeler scope backlog resulted in decreases of $8,300 and $12,300, respectively, as at 31 December 2013 as compared to 31 December 2012.

The effect of inflation on Foster Wheeler's financial results is minimal. Although a majority of Foster Wheeler's revenues are realised 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 its projects are reimbursable at actual cost plus a fee, while some of the fixed-price contracts provide for price adjustments through escalation clauses.

Foster Wheeler's consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States of America. Management and the audit committee of the Foster Wheeler Board approve the critical accounting policies.

Highlighted below are the accounting policies that Foster Wheeler considers significant to the understanding and operations of its business as well as key estimates that are used in implementing the policies.

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 recognised on a percentage-of-completion basis when the realisation of an incentive is assessed as probable. Foster Wheeler includes flow-through costs consisting of materials, equipment or subcontractor services as both operating revenues and cost of operating revenues on cost-reimbursable contracts when it has overall responsibility as the contractor for the engineering specifications and procurement or procurement services for such costs. There is no contract profit impact of flow-through costs as they are included in both operating revenues and cost of operating revenues.

Contracts in process are stated at cost, increased for profits recorded on the completed effort or decreased for estimated losses, less billings to the customer and progress payments on uncompleted contracts. A full provision for loss contracts is made at the time the loss becomes probable regardless of the stage of completion.

At any time, Foster Wheeler has 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. Foster Wheeler relies extensively on estimates to forecast quantities of labour (man-hours), materials and equipment, the costs for those quantities (including exchange rates), and

the schedule to execute the scope of work including allowances for weather, labour and civil unrest. Many of these estimates cannot be based on historical data, as most contracts are for unique, specifically designed facilities. In determining the revenues, Foster Wheeler must estimate the percentage-of-completion, the likelihood that the client will pay for the work performed, and the cash to be received net of any taxes ultimately due or withheld in the country where the work is performed. Projects are reviewed on an individual basis and the estimates used are tailored to the specific circumstances. In establishing these estimates, Foster Wheeler exercises significant judgement, and all possible risks cannot be specifically quantified.

The percentage-of-completion method requires that adjustments or re-evaluations to estimated project revenues and costs, including estimated claim recoveries, be recognised on a project-to-date cumulative basis, as changes to the estimates are identified. Revisions to project estimates are made as additional information becomes available or as specific project circumstances change, including information that becomes available subsequent to the date of Foster Wheeler's consolidated financial statements up through the date such consolidated financial statements are filed with the SEC. If the final estimated profit to complete a long-term contract indicates a loss, provision is made immediately for the total loss anticipated. Profits are accrued throughout the life of the project based on the percentage-of-completion. The project life cycle, including project-specific warranty commitments, can be up to approximately six years in duration.

The actual project results can be significantly different from the estimated results. When adjustments are identified near or at the end of a project, the full impact of the change in estimate is recognised as a change in the profit on the contract in that period. This can result in a material impact on its results for a single reporting period. Foster Wheeler reviews all of its material contracts on a monthly basis and revises its 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 recognised 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 recognised, the cumulative impact of that change is recorded based on progress achieved through the period of change. There were 23, 18, 36, 33 and 43 separate projects that experienced final estimated contract profit revisions with an impact on contract profit in excess of $1,000 for the nine months ended 30 September 2014, six months ended 30 June 2014 and the years ended 31 December 2013, 2012 and 2011, respectively. The changes in final estimated contract profit resulted in a net increase of $36,600, $26,000, $98,900, $66,000 and $35,200 to reported contract profit for the nine months ended 30 September 2014, six months ended 30 June 2014 and the years ended 31 December 2013, 2012 and 2011, respectively, relating to the revaluation of work performed on contracts in prior periods. The changes in final estimated contract profit revisions during the year ended 31 December 2012 for Foster Wheeler's Global Power Group were increased for a favourable settlement with a subcontractor of approximately $6,900. The changes in final estimated contract profit revisions during the year ended 31 December 2011 included the impact of two out-of-period corrections for reductions of final estimated profit totalling approximately $7,800, which included final estimated profit reductions in Foster Wheeler's Global E&C Group and its Global Power Group of approximately $3,200 and $4,600, respectively. The corrections were recorded for the year ended 31 December 2011 as they were not material to previously issued financial statements, nor were they material to the financial statements for the year ended 31 December 2011. The impact on contract profit is measured as of the beginning of each year and represents the incremental contract profit or loss that would have been recorded in prior periods

had Foster Wheeler been able to recognise in those periods the impact of the current period changes in final estimated profits.

Disclosures of US dollar amounts in this section on asbestos are not presented in thousands of US dollars.

Some of Foster Wheeler's US and UK subsidiaries are defendants in numerous asbestos-related lawsuits and out-of-court informal claims pending in the United States and the United Kingdom. Plaintiffs claim damages for personal injury alleged to have arisen from exposure to or use of asbestos in connection with work allegedly performed by its subsidiaries during the 1970s and earlier. The calculation of asbestos-related liabilities and assets involves the use of estimates as discussed below.

Foster Wheeler believes the most critical assumptions within its asbestos liability estimate are the number of future mesothelioma claims to be filed against Foster Wheeler, the number of mesothelioma claims that ultimately will require payment from Foster Wheeler or its insurers, and the indemnity payments required to resolve those mesothelioma claims.

As at 30 September 2014, Foster Wheeler had recorded total liabilities of $243 million comprising an estimated liability of $50 million relating to open (outstanding) claims and an estimated liability of $193 million relating to future unasserted claims through 30 September 2029.

Since 2004, Foster Wheeler has worked with ARPC, nationally recognised consultants in the United States with respect to projecting asbestos liabilities, to estimate the amount of asbestos-related indemnity and defence costs at year-end for the next 15 years. Since that time, Foster Wheeler has recorded its estimated asbestos liability at a level consistent with ARPC's reasonable best estimate.

Based on its review of the 2013 activity, ARPC recommended that certain assumptions used to estimate its future asbestos liability be updated as at 31 December 2013. Accordingly, Foster Wheeler developed a revised estimate of its aggregate indemnity and defence costs through 31 December 2028 considering the advice of ARPC. For the year ended 31 December 2013, Foster Wheeler revalued its liability for asbestos indemnity and defence costs through 31 December 2028 to $278 million, which brought its liability to a level consistent with ARPC's reasonable best estimate. In connection with updating its estimated asbestos liability and related asset, Foster Wheeler recorded a net charge of $46 million for the year ended 31 December 2013. Foster Wheeler's estimated asbestos liability decreased during the nine months ended 30 September 2014 to $243 million, as a result of indemnity and defence cost payments totalling approximately $41 million partially offset by the impact of an increase in the liability related to Foster Wheeler's rolling 15-year asbestos-related liability estimate of approximately $6 million.

Foster Wheeler's net asbestos-related provision for the year ended 31 December 2013 was the net result of its revaluation of its asbestos liability and related asset resulting from:

Foster Wheeler's net asbestos-related provision for the year ended 31 December 2013 was also impacted, to a lesser extent, by:

Foster Wheeler believes the increase in its estimate of new claim filings and decrease in the zero-pay rate are short term in nature and that the longer-term trend will revert to its previous forecast. Foster Wheeler will continue to monitor these parameters and adjust its forecasts if actual results differ from its assumptions.

The total asbestos-related liabilities comprise Foster Wheeler's estimates for its liability relating to open (outstanding) claims being valued and its liability for future unasserted claims through 30 September 2029. Foster Wheeler's liability estimate is based upon the following information and/or assumptions: number of open claims, forecasted number of future claims broken down by disease type—mesothelioma, lung cancer, and non-malignancies, and estimated average cost per claim by disease type—mesothelioma, lung cancer and non-malignancies, zero-pay rate, 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 defence costs. Total defence costs and indemnity liability payments are estimated to be incurred through 30 September 2029, during which period the incidence of new claims is forecasted to decrease each year. Foster Wheeler believes that it is likely that there will be new claims filed after 30 September 2029, but in light of uncertainties inherent in long-term forecasts, Foster Wheeler does not believe that it can reasonably estimate the indemnity and defence costs that might be incurred after 30 September 2029. Through 30 September 2014, total cumulative indemnity costs paid, prior to insurance recoveries, were approximately $851 million and total cumulative defence costs paid were approximately $425 million, or approximately 33 per cent. of total defence and indemnity costs.

As at 30 September 2014, Foster Wheeler had recorded assets of $93 million, which represents its best estimate of settled and probable insurance recoveries relating to its liability for pending and estimated future asbestos claims through 30 September 2029. 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. Foster Wheeler's asbestos-related insurance recovery receivable also includes its best estimate of settled and probable insurance recoveries relating to its liability for pending and estimated future asbestos claims through 30 September 2029. Foster Wheeler's asbestos-related assets have not been discounted for the time value of money.

Foster Wheeler's insurance recoveries may be limited by future insolvencies among its insurers. Other than receivables related to bankruptcy court-approved settlements during liquidation proceedings, Foster Wheeler has not assumed recovery in the estimate of its asbestos-related insurance asset from any of its currently insolvent insurers. Foster Wheeler has considered the financial viability and legal obligations of its subsidiaries' insurance carriers and believes that the insurers or their guarantors will continue to reimburse a significant portion of claims and defence costs relating to asbestos litigation. As at 30 September 2014 and 31 December 2013, Foster Wheeler has not recorded an allowance for uncollectible balances against its asbestos-related insurance assets. Foster Wheeler writes off receivables from insurers that have become insolvent; there have been no such write-offs during the six months ended 30 September 2014 and 2013 or the years ended 31 December 2013, 2012 or 2011. During 2013, Foster Wheeler recognised a gain of approximately $16 million upon collection of an insurance receivable related to an insolvent insurance carrier, which Foster Wheeler had previously written-off. During the year ended 31 December 2011, Foster Wheeler reached an agreement with an insurer that was under bankruptcy liquidation and for which Foster Wheeler had

written off its receivable prior to 2010. The asset awarded under the bankruptcy liquidation for this insurer was $4 million and was included in its asbestos-related assets as at 31 December 2011. This receivable was subsequently collected during the year ended 31 December 2012. Other insurers may become insolvent in the future and its insurers may fail to reimburse amounts owed to Foster Wheeler on a timely basis. If Foster Wheeler fails to realise the expected insurance recoveries, or experience delays in receiving material amounts from its insurers, its business, financial condition, results of operations and cash flows could be materially adversely affected.

Foster Wheeler plans to update its forecasts periodically to take into consideration its experience and to update its estimate of future costs and expected insurance recoveries. 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 amount 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 Foster Wheeler to increase further the estimates of the costs associated with asbestos claims and could have a material adverse effect on its financial condition, results of operations and cash flows.

The following table reflects the sensitivities in the 31 December 2013 consolidated financial statements associated with a change in certain estimates used in relation to the US asbestos-related liabilities:

Based on the 31 December 2013 liability estimate, an increase of 25 per cent. in the average per claim indemnity settlement amount would increase the liability by $40 million as described above and the impact on expense would be dependent upon available additional insurance recoveries. Assuming no change to the assumptions currently used to estimate its insurance asset, this increase would result in a charge in the statement of operations of approximately 85 per cent. 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 per cent., the percentage of that increase that would be expected to be funded by additional insurance recoveries would decline.

Foster Wheeler's subsidiaries have been effective in managing the asbestos litigation, in part, because its subsidiaries: (i) have access to historical project documents and other business records going back more than 50 years, allowing them to defend themselves by determining if the claimants were present at the location of the alleged asbestos exposure and, if so, the timing and extent of their presence; (ii) maintain good records on insurance policies and have identified and validated policies issued since 1952; and (iii) have consistently and vigorously defended these claims which has resulted in dismissal of claims that are without merit or settlement of meritorious claims at amounts that are considered reasonable.

As at 30 September 2014, Foster Wheeler had recorded total liabilities of $30 million comprising an estimated liability relating to open (outstanding) claims of $6 million and an estimated liability

relating to future unasserted claims through 30 September 2029 of $24 million. An asset in substantially an equal amount was recorded for the expected UK asbestos-related insurance recoveries. The liability estimates are based on a UK House of Lords' judgment that pleural plaque claims do not amount to a compensable injury and, accordingly, Foster Wheeler has reduced its liability assessment. If this ruling is reversed by legislation, the total asbestos liability recorded in the United Kingdom would increase to approximately $49 million, with a corresponding increase in the asbestos-related asset.

Foster Wheeler has defined benefit pension plans in the United States, the United Kingdom, Canada, Finland, France, India and South Africa and Foster Wheeler has other post-retirement benefit plans, or OPEB plans, for healthcare and life insurance benefits in the United States and Canada.

Foster Wheeler's 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 US 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 UK pension plan, which is closed to new entrants and additional benefit accruals, and the South Africa pension plan are both contributory plans.

Certain employees in the United States and Canada may become eligible for healthcare and life insurance benefits, or other post-retirement benefits, if they qualify for and commence receipt of normal or early retirement pension benefits as defined in the United States and Canada pension plans while working for Foster Wheeler. Additionally, one of its subsidiaries in the United States 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.

Foster Wheeler's defined benefit pension and OPEB plans are accounted for in accordance with current accounting guidance, which requires Foster Wheeler to recognise the funded status of each of its defined benefit pension and OPEB plans on the consolidated balance sheet. The guidance also requires Foster Wheeler to recognise any gains or losses, which are not recognised as a component of annual service cost, as a component of comprehensive income, net of tax. Please refer to Note 8 of Foster Wheeler's consolidated financial statements in this prospectus for more information.

The calculations of defined benefit pension and OPEB plan liabilities, annual service cost and cash contributions required rely heavily on estimates about future events often extending decades into the future. Foster Wheeler is responsible for establishing the assumptions used for the estimates, which include:

Foster Wheeler utilises its business judgement in establishing the estimates used in the calculations of its pension and OPEB plan liabilities, annual service cost and cash contributions. These estimates are updated on an annual basis or more frequently upon the occurrence of significant events. The estimates can vary significantly from the actual results and Foster Wheeler cannot provide any assurance that the estimates used to calculate the pension and/or OPEB plan liabilities included herein

will approximate actual results. The volatility between the assumptions and actual results can be significant.

The following table summarises the estimates used for Foster Wheeler's defined benefit pensions and OPEB plans for the years ended 31 December 2013, 2012 and 2011:

The discount rate is developed using a market-based approach that matches its projected benefit payments to a spot yield curve of high-quality corporate bonds. Changes in the discount rate from period-to-period were generally due to changes in long-term interest rates.

The expected long-term rate of return on plan assets is developed using a weighted-average methodology, blending the expected returns on each class of investment in the plans' portfolio. The expected returns by asset class are developed considering both past performance and future considerations. Foster Wheeler annually reviews and adjusts, as required, the long-term rate of return for its pension plans. The weighted-average expected long-term rate of return on plan assets has ranged from 5.8 per cent. to 6.8 per cent. over the past three years.

The tables below present the sensitivities in Foster Wheeler's consolidated financial statements associated with a change in certain estimates used in relation to the US and the UK defined benefit pension plans. Each of the sensitivities below reflects an evaluation of the change based solely on a change in that particular estimate.

Accumulated net actuarial losses and prior service credits from its pension plans that will be amortised from accumulated other comprehensive loss into net periodic benefit cost over the next year are $16,900 and $2,300, respectively. Estimated amortisation of net transition obligation over the next year is inconsequential. Net actuarial losses reflect differences between expected and actual plan experience, including returns on plan assets, and changes in actuarial assumptions, all of which occurred over time. These net actuarial losses, to the extent not offset by future actuarial gains, will result in increases in its future pension costs depending on several factors, including whether such losses exceed the corridor in which losses are not amortised. The net actuarial losses outside the corridor are amortised over the expected remaining service periods of active participants (approximately 12, 24 and 19 years for the Canadian, South African and Finnish plans, respectively) and average remaining life expectancy of participants for its closed plans (approximately 22 and 29 years for the US and UK plans, respectively) since benefits are closed.

A one-tenth of a percentage point decrease or increase in the funding rates, used for calculating future funding requirements to the US plan through 2018, would not have an impact on aggregate contributions over the next five years.

A one-tenth of a percentage point decrease in the funding rates, used for calculating future funding requirements to the UK plan through 2018, would increase aggregate contributions over the next five years by approximately $4,500, while an increase by one-tenth of a percentage point would decrease aggregate contributions by approximately $4,500.

Accumulated net actuarial gains and prior service credits that will be amortised from accumulated other comprehensive loss into net periodic post-retirement benefit cost in connection with its OPEB plans over the next year are $100 and $3,500, respectively. The net actuarial losses outside the corridor are amortised over the average life expectancy of inactive participants (approximately 15 years) because benefits are closed. The prior service credits are amortised over schedules established at the date of each plan change (approximately seven years).

Foster Wheeler's share-based compensation plans include awards for stock options and restricted awards. Restricted awards consist of restricted share units and performance-based restricted share units or PRSUs. Foster Wheeler measures these awards at fair value on their grant date and recognises compensation cost in the consolidated statements of operations over their vesting period.

The following table presents Foster Wheeler's share-based compensation expense and related income tax benefit:

The following table presents the breakdown of Foster Wheeler's unrecognised compensation cost and related weighted-average period for the cost to be recognised as at 30 June 2014:

Foster Wheeler did not grant any stock options during the nine months ended 30 September 2014 or the year ended 31 December 2013. During the years ended 31 December 2012 and 2011, Foster Wheeler estimated the fair value of each option award on the date of grant using the Black-Scholes option valuation model. Foster Wheeler then recognises the grant date fair value of each option as compensation expense rateably using the straight-line attribution method over the service period (generally the vesting period). The Black-Scholes model incorporates the following assumptions for the stock options granted during the years ended 31 December 2012 and 2011:

Foster Wheeler estimates the fair value of restricted share unit awards using the market price of its shares on the date of grant. Foster Wheeler then recognises the fair value of each restricted share unit award as compensation expense rateably using the straight-line attribution method over the service period (generally the vesting period).

Under Foster Wheeler's performance RSU awards, the number of restricted share units that ultimately vest depends on its share price performance against specified performance goals, which are defined in its performance-based award agreements. Foster Wheeler estimates the grant date fair value of each performance RSU award using a Monte Carlo valuation model. Foster Wheeler then recognises the fair value of each performance RSU award as compensation expense rateably using the straight-line attribution method over the service period (generally the vesting period).

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

If factors change and Foster Wheeler employs different assumptions in the application of current accounting guidance, the compensation expense that Foster Wheeler records for awards in future periods may differ significantly from what Foster Wheeler has recorded in the current period. There is a high degree of subjectivity involved in selecting the option pricing model assumptions used to estimate share-based compensation expense. Consequently, there is a risk that its estimates of the fair value of its share-based compensation awards on the grant dates may bear little resemblance to the actual value realised upon the exercise/vesting, expiration or forfeiture of those share-based payments in the future. Stock options and performance RSUs may expire worthless or otherwise result in zero intrinsic value compared to the fair value originally estimated on the grant date and the expense reported in Foster Wheeler's consolidated financial statements. Alternatively, value may be realised from these instruments that are significantly in excess of the fair value originally estimated on the grant date and the expense reported in Foster Wheeler's consolidated financial statements.

There are significant differences among valuation models. This may result in a lack of comparability with other companies that use different models, methods and assumptions. There is also a possibility that Foster Wheeler will adopt different valuation models in the future. This may result in a lack of consistency in future periods and may materially affect the fair value estimate of share-based payments.

At least annually, Foster Wheeler evaluates goodwill for potential impairment. Foster Wheeler tests goodwill for impairment at the reporting unit level, which Foster Wheeler has determined to be the components one level below its operating segments, as these components constitute businesses for which discrete financial information is available and segment management regularly reviews the operating results of those components. Presently, goodwill exists in five of Foster Wheeler's reporting units—one within its Global Power Group business segment and four within its Global E&C Group business segment.

Foster Wheeler first performs a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is greater than its carrying amount; if so, no further assessments are performed. For reporting units where that is not the case, Foster Wheeler performs a goodwill impairment test. The first step of the goodwill impairment test, used to identify potential impairment, compares the fair value of the reporting unit with its carrying amount, including goodwill. If the fair value exceeds the carrying amount, goodwill is not considered impaired. If the carrying amount exceeds the fair value, the second step compares the implied fair value of the reporting unit's goodwill, based on a hypothetical purchase price allocation, with the carrying amount of that goodwill. In the fourth quarter of each year, Foster Wheeler evaluates goodwill at each reporting unit based on assumptions used to estimate the fair value of its reporting units and assess recoverability, and impairments, if any, which are recognised in earnings. An impairment loss would be recognised in an

amount equal to the excess of the carrying amount of the goodwill over the implied fair value of the goodwill.

Intangible assets with determinable useful lives are amortised over their respective estimated useful lives and reviewed for impairment together with other tangible long-lived assets whenever events or circumstances indicate that an impairment may exist.

Foster Wheeler determined that both the income and market valuation approaches would be considered by market participants. Under the income valuation approach, Foster Wheeler employs a discounted cash flow model to estimate the fair value of each reporting unit. This model requires the use of significant estimates and assumptions regarding future revenues, costs, margins, capital expenditures, changes in working capital, terminal year growth rate and cost of capital. Its cash flow models are based on its forecasted results for the applicable reporting units. The models also assume a 3 per cent. growth rate in the terminal year. Actual results could differ from its projections.

Under the market valuation approach, Foster Wheeler employs the guideline publicly traded company method, which indicates the fair value of the equity of each reporting unit by comparing it to publicly traded companies in similar lines of business. After identifying and selecting guideline companies, Foster Wheeler analyses their business and financial profiles for relative similarity. Factors such as size, growth, risk and profitability are analysed and compared to each of its reporting units.

During its 2013 annual evaluation, Foster Wheeler noted that the indicated fair value was above the carrying value for each of its reporting units.

Deferred tax assets and liabilities are established for tax attributes (credits or loss carry forwards) and temporary differences between the book and tax basis of assets and liabilities. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates based on the date of enactment. Within each jurisdiction and taxpaying component, current deferred tax assets and liabilities and non-current deferred tax assets and liabilities are combined and presented as a net amount.

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 carry forwards (or other deferred tax assets) will not be realised in the future. In evaluating its ability to realise its deferred tax assets within the various tax jurisdictions in which they arise, Foster Wheeler considers all available positive and negative evidence, including scheduled reversals of taxable temporary differences, projected future taxable income, tax planning strategies and recent financial performance. Projecting future taxable income requires significant assumptions about future operating results, as well as the timing and character of taxable income in numerous jurisdictions. Foster Wheeler has a valuation allowance of approximately $420,100 recorded as at 31 December 2013 (primarily in the United States). The majority of the US federal tax benefits, against which valuation allowances have been established, do not expire until 2025 and beyond, based on current tax laws.

Foster Wheeler recognises the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognised in the financial statements from such a position are based on the largest benefit that has a greater than 50 per cent. likelihood of being realised upon ultimate settlement.

Foster Wheeler's subsidiaries file income tax returns in many tax jurisdictions, including the United States, several US states and numerous non-US jurisdictions around the world. Tax returns are also filed in jurisdictions where its subsidiaries execute project-related work. The statute of limitations varies by jurisdiction. Because of the number of jurisdictions in which Foster Wheeler files 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, Foster Wheeler expects recurring changes in unrecognised tax benefits due to the expiration of the statute of limitations, none of which is expected to be individually significant. With few exceptions, Foster Wheeler is no longer subject to US (including federal, state and local) or non-US income tax examinations by tax authorities for years before 2009.

For the three months ended 31 December 2013, Foster Wheeler recorded a tax provision of approximately $10,700 related to a tax audit in a non-US jurisdiction. A number of tax years are under audit by the relevant tax authorities in various jurisdictions, including several states within the United States. Foster Wheeler anticipates that several of these audits may be concluded in the foreseeable future. Based on the status of these audits, it is reasonably possible that the conclusion of the audits may result in a reduction of unrecognised tax benefits. During the nine months ended 30 September 2014, Foster Wheeler settled audits with non-US tax authorities which resulted in the release of previously recorded liabilities for unrecognised tax benefits. These releases resulted in reductions to Foster Wheeler's tax provision, interest expense and penalties on its consolidated statement of operations of $10,800, $3,400, and $8,100, respectively. Other than the releases for these audit settlements, it is not possible to estimate the magnitude of any such reduction at this time.

As at 31 December 2013, Foster Wheeler had $68,300 of unrecognised tax benefits, all of which would, if recognised, affect its effective tax rate.

Foster Wheeler recognises interest accrued on the unrecognised tax benefits in interest expense and penalties on the unrecognised tax benefits in other deductions, net on its consolidated statement of operations. Previously accrued interest and/or penalties that are ultimately not assessed reduce current year expense.

Foster Wheeler is exposed to changes in interest rates should it need to borrow under its senior unsecured credit agreement (there were no such borrowings as at 31 December 2013 and, based on its current operating plans and cash flow forecasts, none are expected in 2014) and, to a limited extent, under its variable rate special-purpose limited recourse project debt for any portion of the debt for which Foster Wheeler has not entered into a fixed rate swap agreement. If average market rates are 100 basis points higher in the next 12 months, Foster Wheeler's interest expense for such period of time would increase, and its income before income taxes would decrease, by approximately $100. This amount has been determined by considering the impact of the hypothetical interest rates on its variable rate borrowings as at 31 December 2013 and does not reflect the impact of interest rate changes on outstanding debt held by certain of its equity interests since such debt is not consolidated on its balance sheet.

Foster Wheeler operates on a worldwide basis with operations that subject it to foreign currency exchange rate risk mainly relative to the British pound sterling, Chinese yuan, euro and US dollar as at 31 December 2013. Under its risk management policies, Foster Wheeler does not hedge translation risk exposure.

All activities of Foster Wheeler's affiliates are recorded in their functional currency, which is typically the local currency in the country of domicile of the affiliate. In the ordinary course of business, Foster Wheeler's affiliates enter into transactions in currencies other than their respective functional currencies. Foster Wheeler seeks to minimise 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.

Foster Wheeler further mitigates the risk through the use of foreign currency forward contracts to hedge the foreign currency exposure, such as anticipated foreign currency purchases or revenues, back to their functional currency. Foster Wheeler utilises all such financial instruments solely for hedging, and its company policy prohibits the speculative use of such instruments. However, for financial reporting purposes, these contracts are generally not accounted for as hedges.

The notional amount of its foreign currency forward contracts provides one measure of its transaction volume outstanding as at the balance sheet date. As at 31 December 2013, Foster Wheeler had a total gross notional amount, measured in US dollar equivalent, of approximately $399,800 related to foreign currency forward contracts and the primary currencies hedged were the British pound sterling, Chinese yuan, euro and US dollar. Amounts ultimately realised upon final settlement of these financial instruments, along with the gains and losses on the underlying exposures within its long-term contracts, will depend on actual market exchange rates during the remaining life of the instruments. The contract maturity dates range from 2014 through 2016.

Foster Wheeler is exposed to credit loss in the event of non-performance by its counterparties. These counterparties are commercial banks that are primarily rated "BBB+" or better by S&P (or the equivalent by other recognised credit rating agencies). Further significant deterioration of the current global economic and credit market environment could challenge its efforts to maintain its well-diversified asset allocation with credit-worthy financial institutions.

During the past five years, AMEC International Investments BV has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanours) or (ii) a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining AMEC International Investments BV from future violations of, or prohibiting activities subject to, US federal or state securities laws, or a finding of any violation of US federal or state securities laws.

The following table details the names of, and information about, AMEC International Investments BV's directors, including their current principal occupation or employment and material occupations, positions, offices or employment during the past five years:

The directors of AMEC International Investments BV have been appointed for an indefinite period of time. Unless otherwise indicated below, the business address of the persons noted above is Facility Point, Meander 251, 6825 MC Arnhem, the Netherlands, and their business telephone number is +31 (0) 88 2174 111.

Please refer to Ian McHoul's biography in the section entitled "—Directors of AMFW" below.

Set forth below are brief biographical descriptions of the persons named in the table above, including their current principal occupation or employment and material occupations, positions, offices or employment during the past five years.

Director. Alan was appointed a director on 8 April 2014. He has been the Director of Tax and Treasury at AMFW since May 2013. Prior to joining AMFW, Alan was Group Treasurer at Urenco Limited, a company whose principal business is the provision of uranium enrichment services, from October 2009 until April 2013. Between October 1995 and October 2009, he held various positions with Scottish & Newcastle plc, an alcoholic beverage producer, culminating in the appointment as Director of Group Financial Services, responsible for treasury, insurance and property. Alan has been a director of AMEC Finance Limited since February 2014 and was a director of Urenco UK Pension Trustees Limited from 2010 to 2013. Alan is a chartered accountant and holds an MA in Economics and Accounting from Edinburgh University. Alan's current business address is Old Change House, 128 Queen Victoria Street, London EC4V 4BJ, United Kingdom.

Addresses of past occupation or employment: Urenco Limited Head Office, Urenco Court, Sefton Park, Bells Hill, Stoke Poges, Buckinghamshire SL2 4JS, United Kingdom; Scottish & Newcastle Group Head Office, 28 St. Andrew Square, Edinburgh EH2 1AF, United Kingdom.

Director. Gert was appointed a director on 8 April 2014. Since October 2010, he has been the Managing Director E&I Benelux at AMEC Environment & Infrastructure GmbH, a subsidiary of AMFW principally engaged in the provision of environmental, health and safety services. Concurrently, Gert has served as Senior Environmental Consultant and Water Services Lead Europe since April 2010.

Prior to serving in these roles, Gert was Director of the Industrial Water Chains Advisory Group at Royal HaskoningDHV, an international engineering and project management consultancy company, between 2007 and 2010 and Senior Consultant, Industrial Water Chains between 2002 and 2010. Gert received an MSc in Environmental Studies from the University of Greenwich and a BSc in Chemical Technology from Saxion University of Applied Sciences.

Address of past occupation or employment: Royal HaskoningDHV, Barbarossastraat 35, 6522 DK Nijmegen, Postbus 151, 6500 AD Nijmegen, the Netherlands.

Director. Dilian was appointed a director on 8 April 2014. She has served as a Senior Environmental Consultant for AMEC Environment and Infrastructure GmbH since August 2012. Prior to this, Dilian was employed by Royal HaskoningDHV, first as Senior Adviser Water Management from 2008 to 2010, and then as Head of Discipline from 2010 until 2012. Dilian holds an MSc in Chemical Process Technology from the Technical University of Eindhoven and an MSc in Chemistry from Radboud University of Nijmegen.

Addresses of past occupation or employment: Royal HaskoningDHV, Barbarossastraat 35, 6522 DK Nijmegen, Postbus 151, 6500 AD Nijmegen, the Netherlands.

To the best knowledge of AMFW and AMEC International Investments BV, during the past five years, none of the directors of AMEC International Investments BV has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanours) or (ii) a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, US federal or state securities laws, or a finding of any violation of US federal or state securities laws.

During the past five years, AMFW has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanours) or (ii) a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining AMFW from future violations of, or prohibiting activities subject to, US federal or state securities laws, or a finding of any violation of US federal or state securities laws.

The AMFW Board currently consists of eight directors and will consist of nine directors once J. Kent Masters' appointment to the AMFW Board takes effect. Tim Faithfull retired from the AMFW

Board at the close of AMFW's AGM on 3 April 2014. The following table details the names of, and information about, AMFW's current directors:

None of the current AMFW directors, other than J. Kent Masters and Stephanie S. Newby as disclosed elsewhere, was selected to be a director of AMFW pursuant to any arrangement or understanding with any major customer, supplier or other person having a business connection with AMFW. There are no family relationships between any of the current AMFW directors or senior management. There are no actual or potential conflicts of interests between any duties of AMFW's directors and their private interests and other duties.

Unless otherwise indicated, the business address of the persons noted above is Old Change House, 128 Queen Victoria Street, London EC4V 4BJ, United Kingdom and their business telephone number is +44 (0) 20 7429 7500.

Chairman of the Board, chairman of the nominations committee and a member of the remuneration committee. John was appointed as non-executive chairman on 1 June 2011. John is a chartered accountant and, prior to his retirement from global professional services firm Deloitte in May 2011, was Global Chairman of Deloitte between 2007 and 2011 and Global Managing Director between 2003 and 2007. He was Senior Partner and CEO of the UK partnership from 1999 until his retirement in 2011. John joined the firm in 1980, serving in various roles of increasing responsibility. During his time at Deloitte, he held a wide range of senior leadership positions in the United Kingdom and internationally. John was appointed the Chairman of Elian in 2014, has been the chairman of G4S plc since June 2012, the chairman of Metric Capital Partners LLP since June 2011 and the chairman of Capquest Ltd since October 2011. He is also a partner in Sports Investment Partners LLP. Beyond commercial business roles, John is on the Board of Governors of London Business School and is a member of the CBI President's Advisory Council and is also a trustee of the Great Ormond Street Hospital charity.

Address of past occupation or employment: Deloitte, 2 New Street Square, London EC4A 3BZ, United Kingdom.

Chief Executive. Samir was appointed Chief Executive of AMFW on 1 October 2006. He was appointed Chief Executive Officer and President of Foster Wheeler on 13 November 2014. Prior to joining AMFW, Samir served in various capacities at ABB Ltd., including as a member of the Group Executive Committee, Head of the Power Systems Division and chairman of ABB Lummus Global, Switzerland from 2005 to 2006, and Chief Executive of ABB Lummus Global from 2003 to 2005. Between 1999 and 2003, he was employed by Alstom S.A. in Germany, Belgium and France, first as Chief Executive Officer of ABB Alstom Kraftwerke and then as Senior Vice President, International Business and Chief International Operations Officer of Alstom, leading all of Alstom operations abroad. He began his career in 1983 and held various senior management positions in sales and project management with ABB Ltd., culminating in the role of Senior Vice President & Managing Director of ABB Kraftwerke AG. Samir holds an engineering degree, a Master of Science in Thermal Technology from the Royal Institute of Technology in Stockholm, Sweden, and completed the Young Managers Programme at INSEAD in France in 1991. In 2000, Samir also completed a senior executive programme at Stanford University.

Samir was appointed a director of Foster Wheeler on 13 November 2013. He has been an independent non-executive director of Skandinaviska Enskilda Banken AB (SEB), a Swedish financial group, since March 2013 and a member of the advisory board of Stena AB, a Swedish passenger and freight ferry services company, since February 2011. Samir was appointed a UK Business Ambassador in 2010 and is co-chairman of the UAE-UK Business Council, as well as the UK-Korea CEO Forum and a director of the UK—Japan 21^st Century Group. He is also the chairman of the StepChange Foundation.

Chief Financial Officer. Ian was appointed Chief Financial Officer of AMFW on 8 September 2008. He was appointed Executive Vice President, Chief Financial Officer and Treasurer of Foster Wheeler on 13 November 2014. Ian qualified as a Chartered Accountant with KPMG in 1984. From 1998 to 2008, he was employed by Scottish & Newcastle plc first as Finance Director of Scottish Courage and later as Group Finance Director of Scottish & Newcastle plc. He served as Finance & Strategy Director of Inntrepreneur Pub Company Limited from 1995 to 1998. Between 1985 and 1995, Ian was employed in various positions for Foster's Brewing Group, including as General Manager, Strategy. Prior to that, Ian was employed by KPMG from 1981 to 1985. Ian holds a BSc in Mathematics from the University of Bristol.

Ian has been Chairman of the Foster Wheeler Board of Directors since 13 November 2014. Ian became a director of AMEC International Investments BV on 8 April 2014. He has been an independent non-executive director of Britvic plc since March 2014 and was a non-executive director of Premier Foods plc from July 2004 to April 2013.

Non-executive Director, chairman of the ethics committee and member of the audit, remuneration and nominations committees. Linda was appointed a non-executive director on 1 October 2012. Linda has over 35 years' business experience, with 27 years in the international energy sector. Between 1980 and 2007, Linda held a number of executive positions at BP plc in the United Kingdom and the United States. During that time, she held various executive roles for BP in refining and marketing, exploration and production and petrochemicals businesses, including Chief Executive of BP Shipping and Group

Vice President and Commercial Director, BP Refining & Marketing. In March 2013, Linda was appointed as a non-executive director of Coeur Mining, Inc., a US-based, NYSE-listed primary silver producer, where she serves as chairman of the audit committee and is a member of the environment, health, safety and social responsibility committee. On 3 March 2014, Linda was also appointed to the board of directors of Leucadia National Corporation, a US-based, NYSE-listed, diversified holding company engaged through its consolidated subsidiaries in a variety of businesses, where she is a member of the audit and the nominating and corporate governance committees. Linda was a non-executive director of National Grid plc from 2006 to 2012 and a member of their audit, nominations and safety, environment and health committees. Linda is a qualified accountant (CPA) with a BSc in Business Administration from John Carroll University and has also undertaken post-graduate, non-degree executive programmes at Harvard, Cambridge and Tsinghua universities.

Address of past occupation or employment: National Grid plc, 1-3 Strand, London WC2N 5EH, United Kingdom.

Non-executive Director, member of the audit, remuneration, nominations and ethics committees. Neil was appointed a non-executive director on 31 August 2010. Neil was Chief Executive of Johnson Matthey plc, the FTSE100 speciality chemical company, from 2004 to June 2014 and has been a member of the board since 1999. He joined Johnson Matthey in 1980 after completing an engineering degree and has held a number of senior management positions in both the United Kingdom and United States, including Managing Director of Catalysts & Chemicals from 1999 to July 2004 and Division Director of Catalytic Systems from 1997 to 1999. In June 2014, Neil was appointed a non-executive director of PayPoint plc, with effect from the close of their annual general meeting on 23 July 2014. Neil was on the board of Johnson Matthey plc until the end of September 2014. Neil is a joint chairman of the Chemistry Growth Partnership, which is working with the government to stimulate growth in the industry in the United Kingdom. He was previously a founding member of the Prince of Wales' Corporate Leaders Group on Climate Change. Neil received an engineering degree from Lanchester Polytechnic (now Coventry University) and has been awarded an honourary doctor of Business Administration from Anglia Ruskin University.

Address of past occupation or employment: Johnson Matthey plc, 25 Farringdon Street, London EC4A 4AB, United Kingdom.

Non-executive Director, chairman of the audit committee and member of the remuneration, nominations and ethics committees. Colin was appointed a non-executive director on 14 October 2010. Colin was appointed Chief Executive Officer of Essentra plc (formerly Filtrona plc), an international supplier of specialist plastic, fibre and foam products on 1 April 2011, prior to which he was Chief Financial Officer of Reckitt Benckiser Group plc, a multinational consumer goods company, from September 2000 to March 2011. Between 1995 and 2000, he served as Group Finance Director of Aegis Group plc. He spent six years in a number of divisional finance director positions with ABB Group and served as Group Finance Director of ABB Kent Instrumentation and ABB Kent plc from 1988 to 1994. Colin has more than 25 years of experience of blue chip companies, including Aegis Group Plc, ABB Group, De La Rue Group Plc, and British Gas. He started his career in 1973 as a trainee accountant at Kodak. Colin has been a director of FM Global (USA) since 10 January 2014, a non-executive director of WPP Group plc since July 2005 and is a Fellow of the Association of Chartered Certified Accountants. Colin holds an MBA from Cranfield School of Management.

Address of principal occupation or employment: Essentra plc, Avebury House, 201-249 Avebury Boulevard, Milton Keynes MK9 1AU, United Kingdom.

Address of past occupation or employment: Reckitt Benckiser plc, Turner House, 103-105 Bath Road, Slough, Berkshire SL1 3UH, United Kingdom.

Nominee non-executive Director. Kent agreed on 2 October 2014 to be appointed a non-executive director, effective following completion of the Offer and the termination of his employment with Foster Wheeler. Until his resignation from Foster Wheeler on 13 November 2014, Kent was Foster Wheeler's Chief Executive Officer since 1 October 2011 and its President since 1 January 2014. Prior to joining Foster Wheeler, he served as a member of the Executive Board of Linde AG, a world leading gases and engineering company, from September 2006 to September 2011. At Linde, Kent had responsibility for the Americas, Africa, the South Pacific, the global business unit Healthcare, and the business area Merchant and Packaged Gases. He was employed by BOC Group plc from 1984 until the acquisition of BOC by Linde in 2006. Kent served in roles of increasing responsibility at BOC, including as Chief Executive, Industrial and Special Products, from 2005 to 2006, and as President, Process Gas Solutions-Americas, from 2002 to 2005. He also served on the board of directors of BOC from 2005 to 2006. Kent has been a director of Foster Wheeler since 2011. He has also been a director of Rockwood Holdings, Inc. since 2007 and serves on its audit and compensation committees. Kent served as the non-executive Chairman of African Oxygen Limited from April 2005 to May 2011.

Non-executive Director, member of the audit and ethics committees. Stephanie S. Newby, formerly known as Stephanie Hanbury-Brown, agreed on 2 October 2014 to be appointed a non-executive director, effective following completion of the Offer. Stephanie is the Chief Executive Officer of Crimson Hexagon, a leading provider of social media and data analytic services. Stephanie also founded Golden Seeds LLC in 2004 and is a Managing Partner of its venture capital funds. Prior to that, she spent 20 years working in the financial services industry in Sydney, London and New York. The majority of her career was with J.P. Morgan, where she headed several global businesses including Global Head of Futures and Options, Head of International Private Banking, Chief Operating Officer of Global Equities and Head of eCommerce. Stephanie has been a director of Foster Wheeler since 2004, serving on the audit and governance and nominating committees, and the Foster Wheeler Board has determined that she is an "Audit Committee Financial Expert" as defined by the SEC. Stephanie also previously served as a director and a member of the audit and compensation and HR committees of RiskMetrics Group, Inc.

Senior Independent Director, chairman of the remuneration committee, member of the audit, ethics and nominations committees. Simon was appointed a non-executive director of AMFW in January 2009. He held a number of senior positions with the Anglo American group from 1995 to 2007 including executive director of Anglo American plc from 2005 to 2007, chairman and chief executive of the base metals division, chairman of the exploration division and chairman of the Tarmac Group. Before joining the Anglo American group, he held various investment banking positions with S. G. Warburg & Co. Ltd and N M Rothschild & Sons Limited.

Simon has been a non-executive director and chairman of Tullow Oil plc since May 2011 and January 2012 respectively, a non-executive director of Rio Tinto plc and Rio Tinto Limited since April 2014 and a non-executive director of Sandvik AB since April 2008. He was a non-executive director of Newmont Mining Corporation from 2008 to April 2014, an independent director of United Company Rusal from 2007 to 2009 and a non-executive director of AngloGold Ashanti Limited from 2004 to 2008. Simon holds an MA in Geology from University College, Oxford.

Address of past occupation or employment: Tullow Oil plc, 9 Chiswick Park, 566 Chiswick High Road, London W4 5XT, United Kingdom.

AMFW considers its senior management to comprise those persons discharging managerial responsibilities, or PDMRs, excluding those PDMRs who are non-executive directors. The following table details the names of, and information about, AMFW's senior management:

None of the current members of AMFW's senior management was selected for their role at AMFW pursuant to any arrangement or understanding with any major customer, supplier or other person having a business connection with AMFW. There are no actual or potential conflicts of interests between any duties of AMFW's senior management and their private interests and other duties.

Group President, Americas. Simon was appointed to this role in October 2012, having previously been President of Natural Resources Americas, where he led the growth and successful development of AMFW's leading positions in the core market sectors of Mining, Oil & Gas and oil sands since August 2007. Since joining AMFW in 1993 he has worked across the project lifecycle, from consulting to engineering and project management, serving various roles including President of AMEC Paragon Inc. between 2005 and 2007 and President of AMEC Offshore Services Inc. from 2002 to 2005. Prior to joining AMFW, Simon served as a project manager at ABB Global from 1989 to 1993, a project engineer at Global Engineering from 1987 to 1988 and process engineer at Fluor Limited between 1982 and 1987. His experience includes project development, asset support, strategy, customer relationship management and operations leadership. Simon is a director of a number of AMFW entities. He received a BSc from University College London and an MBA from Cranfield School of Management.

Address of principal occupation or employment: AMFW, 10777 Clay Road, Houston, TX 77041, United States.

Group President, Global Power Group. Gary has been employed by Foster Wheeler for 33 years, serving Foster Wheeler and its subsidiaries in various positions of increasing responsibility in commercial operations and engineering management. Gary was promoted to the position of Chief Executive Officer of Foster Wheeler's Global Power Group, effective 1 January 2009. Prior to his current position, Gary served as President and Chief Executive Officer of Foster Wheeler North America Corp., an indirect, wholly-owned subsidiary within Foster Wheeler's Global Power Group, since 2006. From 2000 to 2006, Gary served as President and General Manager of Foster Wheeler's operating companies in China. Gary also serves as a director of Cotton Holdings, Inc., a leading disaster services company providing restoration and disaster recovery services.

Group President, Europe. Appointed to this position in October 2012, John had previously held the role of Managing Director, Natural Resources Europe and West Africa, since 2007. Prior to this, John led AMFW's Oil & Gas projects and asset support business streams globally, serving first as Head of Global Oil & Gas Projects from 2001 to 2003 and Head of Global Oil & Gas Asset Support from 2004 to 2007. He joined AMFW from Chevron in 1990 and worked in a variety of engineering and project management roles in Aberdeen, Baku and London for AMFW between 1990 and 2001. Between 1985 and 1990, John served in engineering roles at Chevron in San Francisco and Aberdeen. John is and has previously been a director of a number of AMFW entities. He is co-Chairman of Oil & Gas UK and was previously Chairman of the Offshore Contractors Association. John holds a BSc (Hons) in Engineering from Aberdeen University.

Address of principal occupation or employment: AMFW, City Gate, Altens Farm Road, Aberdeen AB12 3LB, United Kingdom.

Group President, AMEA & Southern Europe. Roberto was appointed Chief Executive Officer of Foster Wheeler's Global E&C Group, effective 11 November 2013. Prior to his appointment, Roberto served as Chief Executive Officer of the Global E&C Group's Asia-Pacific Region. Roberto has been employed by Foster Wheeler for 25 years. Roberto has served in a variety of positions with Foster Wheeler, including managing director of Global Sales, Marketing and Strategic Planning; director of commercial operations for Foster Wheeler Asia Pacific; and other senior roles in operating unit management, sales and commercial management in Europe, Asia and the United States.

To the best of AMFW's knowledge, during the past five years, none of the individuals above has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanours) or (ii) a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, US federal or state securities laws, or a finding of any violation of US federal or state securities laws.

As at 15 December 2014, the AMFW Board comprised the non-executive Chairman (John Connolly); two executive directors: the Chief Executive (Samir Brikho) and the Chief Financial Officer (Ian McHoul); and five independent non-executive directors.

The balance of executive and non-executive directors, reinforced by adherence to sound governance procedures and the fostering of mutual respect and individual director integrity, ensures no one individual, or group of individuals, dominates the AMFW Board's decision-making process. The varied backgrounds and commercial experience provided by the non-executive directors, and their independence from management, ensure rigorous debate at meetings and the constructive challenge of the executive directors in relation to both the strategic direction and performance of the group. The AMFW Board receives a presentation on succession planning by the Group HR Director each year. In 2013, this took place in April and, in 2014, this took place in July. The AMFW Board is increasingly mindful of the need to maintain an appropriately diverse balance of skills and experience both at, and directly below, board level to ensure the delivery of the group's strategy and performance.

AMFW's Articles of Association require all directors to seek re-election by shareholders at the general meeting of shareholders following their initial appointment and every three years thereafter. In

line with the recommendation of the UK Corporate Governance Code, AMFW's practice is that all directors submit themselves for re-election on an annual basis.

The AMFW Board holds six regular meetings throughout the year, scheduled in accordance with an annual timetable. Additional board meetings and telephone conferences are held as required to deal with specific issues. Directors are expected to attend all scheduled board and relevant committee meetings, unless they are prevented from doing so by unavoidable prior business commitments or other valid reasons. All directors are provided with full papers in advance of each meeting. In 2013, these were provided electronically for the first time. Where a director is unable to attend a meeting, they are encouraged to discuss any issues arising with the Chairman or Chief Executive as appropriate. All board directors attended all scheduled board meetings in 2013. In addition, there were seven unscheduled board meetings called at short notice to consider matters such as the Foster Wheeler acquisition. At least one scheduled meeting each year takes place away from AMFW's head office in London. This provides the board with an opportunity to understand more about AMFW's business and to meet employees based locally. In June 2013, the board meeting took place in Calgary, Alberta, Canada and involved a visit to AMFW's activities in the oil sands. In July 2014, the board meeting took place in Aberdeen, Scotland. In addition to the matters reserved for the board, certain items are considered at every scheduled board meeting.

AMFW does not combine the roles of Chairman and Chief Executive. There is a clear and well established division of accountability and responsibility between the roles of the Chairman and Chief Executive and these are set out in writing and have been agreed by the AMFW Board. The consequence of this clear division of responsibility at the head of AMFW is such that no individual has unfettered powers of decision. In response to the Chief Executive's more direct involvement in the business, as a consequence of the change in organisational structure announced in 2012, the Chairman has continued to ensure that the level of challenge at board meetings is appropriately matched to the widening in the Chief Executive's role. The Chairman and Chief Executive are committed to ensuring the development and maintenance of an effective and trusting relationship with the appropriate balance between challenge and support.

The Chairman is principally responsible for the leadership and effectiveness of the AMFW Board. At a high level, he is accountable for facilitating constructive relations between, and the participation of, all board members, so as to encourage a culture of openness and debate and enable the AMFW Board to fulfil all aspects of its role. The Chairman has undertaken to ensure that the AMFW Board discharges its duties to promote the success of AMFW, and to guide AMFW's business and conduct in accordance with the highest ethical standards. In setting the agenda for the AMFW Board, the Chairman ensures sufficient time is available for discussion and meaningful challenge of all matters before the board, particularly strategy, performance, value creation and accountability.

The Chief Executive's principal responsibility is running AMFW's businesses with the primary objective of creating shareholder value. Consistent with this objective, the Chief Executive has ultimate responsibility for the proposal, development and implementation of the group's strategy. The building and maintenance of an effective executive management team, and the allocation of responsibility within it, are key components of, and essential to, the performance of the Chief Executive's role. The Chief Executive takes the lead role in the promotion of AMFW, gives personal leadership to the preservation of AMFW's culture and values and encourages the highest standards of safety, health and environmental performance.

Until his retirement at the close of the AMFW AGM on 3 April 2014, Tim Faithfull was the AMFW Board's Senior Independent Director. With effect from the 2014 AGM, Simon Thompson has taken on this role. Simon was considered by the nominations committee and the AMFW Board to be the most appropriate candidate on account of his significant knowledge of AMFW and its operations and his experience as a director of international companies in sectors that are relevant to AMFW. In anticipation of taking on the role, Simon has confirmed that he is committed to regular interaction with shareholders to ensure their views are sought and taken into account. The Senior Independent Director is responsible for:

AMFW's non-executive directors bring an external view and wide range of skills, experience, expertise and diversity of views to the board's deliberations and development of strategy. They constructively challenge and scrutinise the performance of management against agreed objectives and provide an invaluable contribution to the work of the board's committees. The AMFW Board benefits greatly from the contribution and balance provided by the non-executive directors. To ensure the preservation of this benefit, the Chairman holds regular meetings with the non-executive directors, without the executive directors present. Such meetings are scheduled to be held immediately following most scheduled board meetings.

The board's policy is that non-executive director appointments are normally for three consecutive three-year terms, subject to assessment by the nominations committee after the end of each term. The committee makes recommendations on reappointment to the board.

Prior to appointment and on any material changes, the external commitments of each non-executive director, including those of the Chairman, are reviewed. During 2013, Linda Adamany was appointed as a non-executive director of Coeur Mining, Inc. In 2014, she was appointed as a non-executive director of Leucadia National Corporation, Colin Day was appointed as a non-executive director of FM Global (USA) and Simon Thompson was appointed as a non-executive director of Rio Tinto plc and Rio Tinto Limited and Neil Carson was appointed as a non-executive director of PayPoint plc. In accordance with the AMFW Board's policy to ensure that non-executive directors are not conflicted and are able to commit sufficient time to meet their duties and responsibilities to AMFW, the prospective appointments are disclosed to the AMFW Board for approval. The AMFW Board did not consider that the external appointment would have a detrimental effect in any of these

cases. Each director's undertaking as to their ongoing commitment to the role, together with an assessment of their continued independence, is reviewed as part of their performance evaluation.

The AMFW Board is ultimately responsible for promoting the long-term success of AMFW in accordance with the expectations of, and its obligations to, all stakeholders. In order to discharge its role the AMFW Board must provide leadership of AMFW within an entrenched system of effective controls to ensure the assessment and management of risk. It is responsible for setting AMFW's strategy and ensuring the security of the resources necessary to achieve the resulting objectives. Fundamentally, the AMFW Board must also set and guarantee the dissemination of, and adherence to, AMFW's values and standards.

In order to ensure it retains appropriate overall control of the group, the AMFW Board maintains a schedule of matters reserved for its approval. The matters reserved include the following areas:

The reserved powers of the AMFW Board are complemented by the management of AMFW's businesses on a decentralised basis. Overall operational management has been passed to the Chief Executive who has in turn delegated authorities to the Chief Financial Officer and the business unit leads. The business unit leads have further delegated authorities to their respective teams. The management philosophy is to empower the business unit leads and their teams to take the actions necessary to deliver AMFW's operational business objectives.

The Code of Business Conduct, which forms the foundation of AMFW's approach to corporate governance, is the responsibility of and upheld by the AMFW Board to ensure the operation of AMFW's businesses in accordance with AMFW's visions and values. The Code of Business Conduct ensures that those who work for and under AMFW's direction understand the behaviour that is expected of them. During 2013, to strengthen the corporate governance framework supporting the businesses, the AMFW Board launched a revised global policies document supported by a set of global mandatory procedures. Aligned with the Code of Business Conduct, the revised global policies and procedures provide a more detailed description of expected working behaviours and as such will aid consistency in the direction and management of the businesses throughout the group in accordance with AMFW's vision and values. On a day-to-day basis, the AMFW Board has delegated responsibility for the implementation of the global policies and ownership of the global mandatory procedures to the group management team. The AMFW Board is responsible for regularly reviewing the effectiveness of the new framework.

The AMFW Board is supported in its work by four board committees (audit, remuneration, nominations and ethics), chaired exclusively by either the Chairman or another non-executive director, and a number of management committees, chaired by executive directors, to which specific responsibilities have been formally delegated.

The AMFW Board has procedures in place for the disclosure and review of conflicts of interest. Prior to appointment, director-elects provide information on any conflicts of interest, and thereafter any potential conflicts of interest are considered at the start of each board meeting. Accordingly, each director is aware of his or her responsibility to avoid a situation where he or she has an actual or potential conflict of interest, the requirement to keep the same under review and inform the Chairman and Company Secretary of any change in his or her situation. An effective procedure is in place for the AMFW Board to authorise conflict situations, should they arise, in accordance with the Companies Act and AMFW's Articles of Association. The Company Secretary is responsible for keeping appropriate records, including the scope, of any authorisations granted by the AMFW Board, and ensures the AMFW Board undertakes regular reviews of conflict authorisations.

Executive directors are not permitted to accept external directorships without the prior approval of the AMFW Board. In March 2013, Samir Brikho was appointed as an independent non-executive director of Skandinaviska Enskilda Banken AB. Prior to accepting the appointment, the AMFW Board reviewed the nature of the position and time commitment required and concluded that it would not adversely impact on his ability to fulfil his role as Chief Executive of AMFW.

In March 2014, Ian McHoul was appointed as an independent non-executive director of Britvic plc. Prior to accepting the appointment, the AMFW Board reviewed the nature of the position and time commitment required and concluded that it would not adversely impact on his ability to fulfil his role as Chief Financial Officer of AMFW.

See "—The AMFW Board—Non-executive Directors" for information regarding the review of non-executive director appointments in 2013 and 2014.

A comprehensive induction programme is in place for all new directors which, taking into account their previous experience, background and role on the board, is designed to further their knowledge and understanding of the group and their associated role and responsibilities. All new directors are provided with key board, corporate and financial information; attend meetings with other members of the AMFW board, group management and their extended teams; receive briefings on governance within AMFW; and, where possible, meet AMFW's major shareholders. Where a new director is to serve on a board committee, induction material relevant to the committee is also provided.

Ongoing training, relevant to each director's individual development needs, continues after appointment to ensure the continued enhancement of their skills and knowledge of the business, in order that they may continue to effectively fulfil their role on the AMFW Board and its committees. Internally facilitated training is arranged by the Company Secretary on topics and issues relevant to the operation of the AMFW Board and responsibilities of the directors and use is also made of external auditor and adviser training programmes. Individually the directors also from time to time attend seminars and conferences related to their areas of expertise and responsibility. The AMFW Board receives presentations from management on changes and significant developments in the business. For example, at the December 2013 board meeting, the Group HSSE Director gave a presentation on HSSE matters and security risk management. The AMFW Board also receives regular updates on

changes in legislation and regular communications from the Company Secretary's office on key developments in corporate governance. To further develop the directors' understanding of the group's operations and culture, the AMFW Board undertakes visits to various places of AMFW's business. The AMFW Board visited a Canada-based oil sands project site in 2013 and visited a project site in Aberdeen in 2014.

In line with the recommendations of the UK Corporate Governance Code, or the UK Code, each year a formal performance evaluation review is undertaken of the AMFW Board, its committees and the directors individually. In 2012, the evaluation process was undertaken externally by the Inzito Partnership, an independent party, which had no other connection with AMFW. In 2013, the performance evaluation was conducted internally with the assistance of the Company Secretary.

In 2013, the process involved the completion by each director of a questionnaire designed to establish their perceptions in areas such as: the current composition of the AMFW Board, board dynamics and the relationships between board members; the effectiveness of the board's processes and its interaction with its committees; and the quality and sources of information presented to the board, the board's oversight of operational matters and the support available from the Company Secretary. Views were also sought on the sufficiency of strategic and risk oversight afforded to the board and on the level of interaction and engagement with shareholders. The responses to the questionnaires were returned to the Company Secretary for analysis, who subsequently produced a report of the issues raised for discussion by the AMFW Board at its June 2013 meeting. In summary, the results were positive and demonstrated sustained progress against the outcomes of the 2012 evaluation process. Areas for improvement were again relatively minor and included the following:

In accordance with the terms of the UK Code, the next externally facilitated board evaluation review will be undertaken no later than 2015. Lintstock, which has been appointed for a three year term, will undertake the review.

The Chairman's responsibilities for ensuring that the directors receive accurate, timely and clear information are, in the main, discharged by the Company Secretary, who is fundamental in ensuring the efficiency and effectiveness of the AMFW Board.

The Company Secretary is responsible for ensuring that the directors have timely access to full, accurate and relevant information. Agendas and supporting papers are circulated approximately one week prior to all meetings to allow sufficient time for digestion and reflection and to ensure informed debate and challenge at meetings. Where the directors, particularly non-executive directors, require further insight on any issue, the Company Secretary will facilitate this from the business or relevant members of the senior management team. Members of senior management are also regularly invited to attend board meetings to present on specific projects and issues as required. The Company Secretary

ensures that the correct board procedures are followed and that the AMFW Board is informed on legislative, regulatory and governance matters related to its operation. In addition to the advice and services of the Company Secretary, which are available to all of the directors, a formal process exists for the directors to take independent professional advice, at AMFW's expense, where they conclude it necessary to discharge their responsibilities. The Company Secretary is responsible for the organisation and co-ordination of access to such advice. The Company Secretary is also accountable for ensuring that an accurate record is taken of all meetings of the AMFW Board and its committees. If a director had a concern about the running of AMFW or a proposed action that could not be resolved, this would be recorded in the minutes. Further, on resignation, should a director have any such concerns, they would be invited to provide the Chairman with a written statement for circulation to the board. The appointment and removal of the Company Secretary is one of the matters reserved for the board.

There are four board committees: audit, nominations, remuneration and ethics. All of these have appropriate terms of reference, which are regularly reviewed by the AMFW Board to ensure compliance with best practice and corporate governance requirements. All of the AMFW Board's independent non-executive directors, except Ms Newby, are members of each of the board committees.

Following the integration of Foster Wheeler and the adoption of the proposed new operating structure, AMFW intends to amend the terms of reference and composition of its board committees and management committees.

The AMFW Board ensures that the committees are provided with whatever resources they need to undertake their duties and that their membership continues to be appropriate. The secretary of the committees produces timely records of all meetings, which are circulated to each member. In addition, the chairman of each board committee reports fully to the AMFW Board following each meeting.

The purpose of the audit committee is to provide independent scrutiny of AMFW's financial and non-financial performance and of the adequacy of the risk management framework and the internal controls and the performance of both the external and internal audit functions.

The audit committee comprises all the independent non-executive directors. The quorum for the audit committee is two members.

Colin Day is the chairman of this committee and has recent and relevant financial experience in auditing and accounting.

The audit committee meets at least three times a year and, in addition to the committee members, the Chairman, the executive directors, the Group Financial Controller, the Head of Internal Audit and

representatives of the external auditor also attend each meeting by invitation. During 2013, the audit committee had the opportunity to meet separately with the external auditor, the head of internal audit and the Chief Financial Officer, in each case without others being present to ascertain whether there were any issues that needed to be raised by any of the parties outside the more formal environment of the committee meetings and no such areas of concern were raised.

During 2013, the audit committee reviewed the terms of reference of both the audit committee itself and that of the internal audit department. The outcome of these reviews was that the audit committee's terms of reference were refreshed to reflect the additional reporting requirements under the UK Code. The terms of reference of the internal audit department were considered to continue to meet the requirements of the audit committee and the company.

The audit committee reviews the processes by which AMFW's control environment is evaluated. A control risk assessment is undertaken every year, with comprehensive integrity checks. This process is augmented by an annual corporate assessment process whereby every year senior management throughout AMFW are asked to provide confirmation of compliance with all AMFW's policies, procedures and codes of practice. Any areas of concern have to be fully explained and addressed.

The audit committee's primary responsibilities in relation to risk management are in ensuring that robust processes are in place for managing risk throughout AMFW.

The audit committee monitors and reviews the operation of the internal audit function, and receives a full report at each meeting from the head of internal audit. The findings of each internal audit review are summarised and the audit committee focuses on unsatisfactory findings and on the action plans in place to address matters.

The audit committee oversees the relationship with AMFW's external auditor, Ernst & Young. This process includes an annual assessment of relevant audit risks.

During 2013, the audit committee also conducted an internal review led by the head of internal audit, on the effectiveness of the external auditor. This identified a few minor issues that have subsequently been addressed, including some duplication of information requests and a requirement for better co-ordination in some areas. These reports are conducted annually on behalf of the audit committee by the head of internal audit and the process is overseen by the Company Secretary.

Ernst & Young was appointed as AMFW's external auditor in 2010, following a formal tender process. Both Ernst & Young and the audit partner responsible for the group audit have now been in place for four years. The audit committee takes account of and endorses the relevant provisions of the UK Code in this regard, which means that the external audit contract will be put out to tender at the latest by 2020.

AMFW has a formal procedure for the provision of non-audit and other services to ensure that such work does not impair the objectivity and independence of the external auditor. The procedure clearly outlines the category of work the external auditor is permitted to carry out and the rules governing what is not permitted, and these are aligned with both UK and US requirements. The audit committee has delegated authority to pre-approve non-audit and other services to the audit committee Chairman, who is an independent director of the board. This process is overseen and is continually

monitored by the head of internal audit on behalf of the audit committee and details of all non-audit and other services performed are formally presented to the audit committee twice a year. It is the responsibility of the audit committee to monitor the overall level of non-audit and other fees in relation to audit fees from an independence point of view and to confirm that independence has been safeguarded. If there are any concerns about this, for the avoidance of doubt, the undertaking of such work would not be permitted.

The level of non-audit fee awarded to Ernst & Young is considerably higher in 2013 than would normally be the situation, as shown in the following table. In conjunction with the Chief Financial Officer, the audit committee approved the services of Ernst & Young to undertake and support management's due diligence over the proposed Acquisition of Foster Wheeler. The substantial due diligence performed by Ernst & Young primarily covered the balance sheet, profit & loss statement, accounting policies, revenues, provisions, liabilities, general accounting, tax, corporate finance and US GAAP differences. The decision to appoint Ernst & Young to undertake this work is considered by the audit committee to be in the best interest of shareholders as the firm has a deep understanding of AMFW, placing them at a distinct advantage to support the AMFW Board in this matter. In addition, should the Acquisition be successful, a sizeable portion of the work performed by Ernst & Young will not have to be repeated thereby making the most efficient and economic use of shareholders' funds.

All Ernst & Young fees for non-audit work were approved in accordance with AMFW's policy covering non-audit services.

The nominations committee leads the process for identifying, and makes recommendations to the AMFW Board concerning the appointment or termination of, any new director or the Company Secretary and, in the case of non-executive directors and the Chairman, the extension of existing appointments. It makes recommendations to the AMFW Board on appointments to board committees.

The nominations committee comprises all the independent non-executive directors, except Ms Newby, including the Chairman. The quorum for the nominations committee is three members. John Connolly is the chairman of this committee.

The nominations committee evaluates the structure, size and composition of the AMFW Board, including the mix of skills, experience, independence and knowledge of the directors. In considering recommendations to the AMFW Board, with regard to any changes considered necessary to maintain the appropriate balance of skills and experiences to progress the group's strategy, the nominations committee is cognisant of the benefits of diversity, including but not limited to gender.

The nominations committee also reviews board succession planning, in conjunction with reports from the Chief Executive and Group HR Director on senior management succession planning, so as to ensure that an appropriate balance of skills is maintained both within AMFW and on the AMFW Board.

The remuneration committee comprises all the independent non-executive directors, except Ms Newby, including the Chairman. The quorum for the remuneration committee is two members.

In considering the matters within its remit, the remuneration committee takes account of recommendations from the Chairman in respect of the Chief Executive and from the Chief Executive in respect of other executive directors and designated executives. It is advised independently by New Bridge Street, or NBS. NBS was reappointed by the remuneration committee in 2013 and 2014 and its terms of engagement are available from the Company Secretary. NBS does not undertake any material additional work for AMFW. NBS is wholly-owned by Aon Corporation and while other companies within the Aon group do undertake material work for AMFW, this is not in the area of executive remuneration and arrangements are in place within the Aon Group to ring-fence NBS from other services provided. Accordingly, the remuneration committee does not believe that the independence of its adviser is compromised in any way. NBS was paid £44,000 during the year for the advice provided to the remuneration committee on the basis of time expended and seniority of individuals providing the advice. The remuneration committee is also supported by AMFW's HR department which may from time to time use third parties to provide data and technical advice.

The remuneration committee normally meets three times a year and has an established annual agenda of items that it considers at the various meetings, the major elements of which are summarised below:

In 2014, the remuneration committee held two additional meetings in October. On 1 October 2014, the remuneration committee met to approve the terms of the settlement and coordination

agreement entered into between AMFW and Mr Masters in connection with the planned termination of Mr Masters' employment as President and Chief Executive of Foster Wheeler and his appointment as a director of AMFW. On 15 October 2014, the remuneration committee met to review proposed changes to the directors' remuneration policy.

The purpose of the ethics committee is to assist the AMFW Board in upholding AMFW's core value of integrity.

The ethics committee comprises all the independent non-executive directors. The quorum for the ethics committee is two members. Linda Adamany is the Chairman of this committee.

The ethics committee reviews and monitors business ethics within AMFW, including compliance with relevant legislation, regulation and current best practice relating to such matters as the prevention of bribery and corruption, government contracting, competition and import/export restrictions, trade compliance and discrimination or inappropriate behaviour in the workplace. It also reviews and approves AMFW's Code of Business Conduct at least annually to ensure that it addresses the above issues.

It considers and reviews the scope and planning of all compliance activity within AMFW and reviews the extent and effectiveness of AMFW's internal training and external reporting of compliance and ethics matters.

AMFW has in place arrangements with an independent third-party provider for employees to raise concerns or report compliance issues in confidence. In the event of an actual or suspected material breach of AMFW's Code of Business Conduct or any relevant legislation, a member of the ethics committee will take responsibility for and manage any investigation into the relevant matter with the support of the General Counsel and Company Secretary. The ethics committee may use internal resources and is also authorised to employ external consultants to carry out any such investigation.

Chief Executive (Chairman); Chief Financial Officer; General Counsel and Company Secretary.

The corporate transactions committee considers mergers, acquisitions and disposals and approves transactions where the consideration or assumption of liabilities, as appropriate, is £5 million or less, and above this level it submits recommendations to the AMFW Board for approval. In addition, it determines transaction guidelines that are in line with group policies and procedures.

Chief Executive (Chairman); Chief Financial Officer; General Counsel and Company Secretary; Head of Risk Management and Insurance.

The risk committee performs an integral role in the governance of risk within AMFW by helping the AMFW Board fulfil its responsibilities in determining the risk appetite of the group and ensures the soundness of risk management and internal control systems that support it. It also reviews the AMFW risk register and the potential impact of any issues on the risk appetite and the risk profile of the group.

It reports on key risk issues such as new business and geographical locations and also makes recommendations on the insurance programme for the group.

Chief Executive (Chairman); Chief Financial Officer; Company Secretary; Group HR Director.

The pensions and retirement benefits committee reviews and recommends the establishment of any new or replacement pension arrangements, any significant amendments to existing pension schemes, and the discontinuance, winding up or merger of any existing arrangement. It also agrees with the trustees of those pension arrangements appropriate funding plans to secure the benefits promised.

Any two directors; or a director and the General Counsel and Company Secretary or the Deputy Company Secretary (the chairman to be appointed from those directors present).

The share allotment committee approves the allotment of new shares or the issue of existing shares held in treasury following the exercise of options under the Savings-Related Share Option Scheme, or Sharesave.

Chief Executive (Chairman); Group HR Director; General Counsel and Company Secretary.

The HSSE review committee's key responsibility is to provide effective oversight of AMFW's performance and management of HSSE issues across the group. This includes the evaluation of the effectiveness of the group's policies and management systems in respect of managing health, safety, security and environmental risk in both current and future operations associated with AMFW's growth strategy.

Chief Executive (Chairman); Chief Financial Officer; General Counsel and Company Secretary; Head of Risk Management and Insurance; Group Commercial Director; Head of Finance Operations.

The tender review committee primarily reviews and approves proposed tender submissions for contracts to be undertaken by the business units that are outside the delegated authority of the business unit leaders.

The AMFW Board is responsible for reviewing AMFW's systems of internal control. The reviews cover the effectiveness and adequacy of financial, operational, compliance and risk management systems and are undertaken regularly. These systems can, however, only provide reasonable assurance against material misstatement or loss, as they are designed to manage rather than eliminate the risk of failure to achieve business objectives.

The AMFW Board and its committees have an ongoing process, which is reviewed regularly by the AMFW Board and accords with the UK's Turnbull guidance, for identifying, evaluating and managing significant risks faced by AMFW, including strategy, major projects to be undertaken, significant acquisitions and disposals, as well as entry into and exit from different markets. Where appropriate, business decisions are reached following a structured and documented review of potential opportunities and threats, taking steps designed to manage or mitigate any risk exposure.

The threats and opportunities associated with tender submissions are reviewed by commercial review boards at various levels in the group, in line with delegated authorities. The highest value tenders are, in addition, reviewed by the tender review committee. AMFW applies a set of contracting principles, under which the level of approval required is dependent on the contractual provision in question. The most significant issues in terms of risk require the approval of the relevant business unit lead and the Group Commercial Director.

The internal control processes are complemented by an annual control self-assessment exercise carried out by the principal businesses. This covers health, safety and environment, legal, commercial and contractual, financial, IT and human resources. The results are reviewed by the AMFW Board, through the audit committee, as part of the ongoing internal control monitoring process.

AMFW has interests in a number of joint ventures and joint arrangements where, once the joint ventures or arrangements are ongoing, controls may not be reviewed as part of AMFW's formal corporate governance process because of the joint management responsibilities. Responsibility for such reviews rests with the joint venture boards and these are reviewed from time to time as part of AMFW's normal internal audit process.

A consistently applied methodology is used at project, operating company and group levels to identify the key risks that could have a significant impact on the ability of AMFW to achieve its objectives. These are recorded in risk registers and evaluated to determine the likely impact and probability of occurring.

Control actions are developed to mitigate or eliminate risks that are considered unacceptable. Risk owners are identified and given responsibility for ensuring actions are implemented with appropriate review dates.

The risk registers are reviewed and updated at least quarterly with the relevant risk owners. AMFW's risk management committee reports directly to the AMFW Board.

Reporting directly to the board, the risk management committee is chaired by the Chief Executive and meets at least twice each year to:

The executive directors and senior management undertake an extensive programme of meetings with institutional shareholders during each year. Events such as results presentations and other capital market events are webcast and made available on AMFW's website for those unable to attend in person. Each year, the Chairman and Senior Independent Director write to all major shareholders, reminding them that they are available for meetings or telephone calls with them, as required. John Connolly wrote such a letter in March 2013 and, as a result, five meetings were arranged. Major UK-based shareholders were invited to join the Chairman for an informal lunch in London in December 2013. Representatives from four institutions accepted the invitation and contributed to interesting and wide-ranging discussions. The Chairman and the Senior Independent Director attend full-year results presentations. Ad hoc requests from shareholders for meetings with members of the AMFW Board are facilitated by the investor relations team. An in-depth perception study of investors' views undertaken by Clare Williams Associates, an independent third-party, was presented to the AMFW Board in February 2013. The results of the study were unsurprising, with investors seeking greater clarity on how AMFW's cash was to be used. The meeting was also attended by AMFW's brokers. The AMFW Board also receives unedited feedback reports following shareholder meetings and all material brokers' research notes on AMFW.

As the AMFW ADSs are listed on the NYSE, AMFW is required to disclose differences in its corporate governance practices adopted as a UK listed company, compared with those of a US company.

AMFW's corporate governance practices are primarily based on the requirements of the UK Code but substantially conform to those required of US companies listed on the NYSE. The following is a summary of the significant ways in which AMFW's corporate governance practices differ from those followed by US companies under the NYSE listing standards.

The following disclosure is based on AMFW's directors' remuneration report for the year ended 31 December 2013, updated as necessary to comply with the relevant disclosure requirements. All amounts quoted are in pounds sterling.

The following description sets out AMFW's directors' remuneration policy that was subject to the new statutory binding vote at AMFW's 2014 annual general meeting. The policy was duly approved and took effect from the date of AMFW's 2014 annual general meeting (save that for the purposes of Section 226D(6) of the Companies Act, the effective date is the end of the financial year starting 1 January 2014).

The components of the directors' remuneration package are described below (except on recruitments or promotions, see "—Recruitment Pay Policy" below). As part of this policy, AMFW will honour payments or awards crystallising after the effective date of this policy but arising from commitments entered into prior to the effective date of the new policy, or at a time when the relevant individual was not a director of AMFW.

Executive directors' salary enables AMFW's business to attract and retain individuals with the personal attributes, skills and experience required to deliver its strategy. This also applies to the other elements of fixed remuneration described below (pension and other benefits). Executive directors' salaries are reviewed annually from 1 January. Interim reviews are only conducted in the event of significant changes of responsibility.

Salary increases for executive directors will not normally exceed the average increase awarded to other employees based in the same country. Increases may be above this level if there is an increase in the scale, scope, complexity or responsibility of the role or to allow the base salary of newly appointed executives to move towards market norms as their experience and contribution increase. See "—Annual Report on Remuneration—Application of Remuneration Policy for the Year Ending 31 December 2014—Changes to Base Salaries of Executive Directors" below for information on the salaries for executive directors for 2014.

Executive directors' pension and related benefits normally operate through a fixed allowance, some or all of which can be paid in the form of a company contribution to a defined contribution pension plan with any balance paid as a cash supplement. Where the plan permits, individuals may also sacrifice on a like-for-like basis part of base salary in return for an enhanced company contribution. Pension plan membership is available on the same basis as for senior employees generally in the country in which the individual is based and there are no special arrangements for directors. Life assurance is also provided.

Samir Brikho has an historic arrangement that provides for a pension payable from age 60 based on an accrual rate of one-thirtieth and on final pensionable salary in respect of service to 31 December 2007 and career averaged revalued earnings in respect of service thereafter. Salary and earnings for

pension purposes are subject to a cap, currently £157,500 per year for UK tax year 2014/15. The cap is increased annually, broadly in line with UK inflation. Samir Brikho also receives the pension allowance on salary above this cap as a cash supplement.

To allow for the fluctuating value of defined benefit pension accrual and cost of life assurance, the aggregate value of those arrangements, company contribution to a defined contribution arrangement and cash supplement will not exceed 50 per cent. of annual salary.

Standard benefits for executive directors typically include disability and healthcare insurance (including cover for eligible dependants), car/travel allowance, working lunches and tax return preparation assistance. Additional benefits may be paid where an individual is required by the company to relocate. This can include temporary housing prior to full relocation and a one-off payment to cover specific costs of moving home or an allowance of an equivalent amount paid for a fixed number of years.

Where individuals are required to work in another country on a temporary basis, housing, travel, tax equalisation and cost of living adjustments may also be paid in line with AMFW's normal policy for employees generally.

Other benefits may be provided from time to time where the remuneration committee feels it appropriate and in line with market practice to do so in the country in which the director is based.

AMFW may from time to time operate other arrangements that are open to employees in a particular country (for example, relating to savings, discounted purchase, salary sacrifice, holiday buy and sell, service recognition awards) that executive directors may participate in on the same basis as other employees in the country in which they are based.

The actual value of these benefits will vary from time to time depending, among other things, on the cost of insuring them. The intention is that the aggregate cost would be in line with market practice and will not exceed 100 per cent. of annual salary where there is a relocation/expatriate element and 20 per cent. of annual salary otherwise.

The executive directors' annual bonus rewards the achievement of annual financial and delivery of other strategic business targets. The bonus is calculated by reference to a mix of financial and other strategic and personal objectives set by the remuneration committee that vary from year to year and between individuals to reflect the business priorities associated with each role. Profit-based measures will have a weighting of not less than 50 per cent. Part of the bonus is subject to an additional stretch profit target. See "—Annual Report on Remuneration—Application of Remuneration Policy for the Year Ending 31 December 2014—Annual Bonus Measures and Targets" below for details of the measures for the year ending 31 December 2014.

The target level of bonus on the financial targets element is two-thirds of maximum excluding additional stretch and the threshold level is 25 per cent.

Payment of any bonus earned in relation to the additional stretch element is in the form of AMFW shares deferred for three years during which the bonus is subject to "bad leaver" forfeiture and claw-back in the event that the accounts for the year for which the shares were earned are required to be restated for a correction of a prior period error.

The balance of the bonus is normally paid as a cash allowance following the end of the year to which the payment relates. However, to facilitate higher levels of executive share ownership, the bonus may, at the director's option and subject to AMFW's remuneration committee's agreement, be in the

form of options over AMFW shares of equivalent value instead of cash payment. The vesting is deferred for three months during which it is forfeit if the individual is a "bad leaver". Such options have a six-month exercise window.

AMFW's remuneration committee has discretion to amend performance measures and targets or adjust bonus payouts to take account of exceptional items, unbudgeted acquisitions or disposals, and other aspects of performance which have not been specifically identified in the targets.

The maximum annual bonus is 150 per cent. of annual salary for the Chief Executive and 125 per cent. for other executive directors (including the additional stretch element).

The PSP incentivises directors to achieve long-term value creation and alignment with long-term returns to shareholders. Under the PSP, AMFW makes annual awards of restricted shares or nil-cost options (with an 18-month exercise period after vesting). Part of the award, or the Matched Award, is conditional on the individual electing to lodge AMFW shares they beneficially own, or Investment Shares, which are then held for the three years to vesting and is awarded in proportion to the number of Investment Shares on a ratio determined by the remuneration committee at the time of each award. These shares count towards satisfying the requirements of the shareholding guidelines. See "—Annual Report on Remuneration—Directors' Share Interests and Shareholding Requirements" below.

The basic award is subject to EPS growth and relative total shareholder return, or TSR, measured over a three-year period with equal weighting on each measure. The Matched Award is subject to the same EPS measure only. Additionally, awards are subject to a provision that allows AMFW's remuneration committee to reduce vesting in the event that the accounts for any year over which the shares were earned are required to be restated for a correction of a prior period error. There is further provision to reduce leaver awards retrospectively on an individual basis. See "—Recruitment Pay Policy—Policy on Notice and Payment for Loss of Office" below.

The number of shares vesting from these awards is increased to take account of reinvested dividends during the performance period.

AMFW's remuneration committee will determine the applicable EPS range for each set of awards, with 25 per cent. of the relevant portion of the awards vesting if the bottom of the range is achieved and 100 per cent. if the top is achieved, with straight-line vesting between. EPS is adjusted for certain defined items and calculated on a consistent basis between base and final years.

AMFW's remuneration committee will determine the TSR comparator group for each set of awards with 25 per cent. of the relevant portion of the awards vesting if AMFW's ranking is at median and 100 per cent. if it is at upper quartile, with straight-line vesting between. The remuneration committee has discretion not to vest the TSR portion if it is not satisfied that there has been sustained financial growth over the period.

AMFW's remuneration committee may amend the performance conditions if an event happens which the remuneration committee considers to be of a genuine, exceptional nature so that amended performance condition(s) would be a fairer measure of performance and would be neither easier nor more difficult to satisfy.

In the event of a change of control, awards will normally vest to the extent that the performance conditions have been met at that time. The remuneration committee has discretion to measure performance based solely against one of the performance conditions or to agree an exchange of awards instead of immediate vesting.

The maximum award is an award of shares with a face value at the time of award of up to 250 per cent. of annual salary (ignoring dividend equivalents).

Sharesave is an employee share plan under which discounted options over AMFW shares are granted linked to a savings arrangement. The exercise price can be up to a 20 per cent. discount to the share price at the time of offer and the number of shares is that which can be bought at the exercise price with the expected proceeds of the savings contract. Executive directors are eligible to participate in this plan on the same basis as other employees in the country in which they are located. Invitations to participate may be made annually.

Sharesave is not subject to performance conditions as the terms of the plan are subject to tax legislation in the United Kingdom and certain other countries including the United States that preclude this.

The maximum monthly savings level under any concurrent Sharesave plan is determined by the directors in their discretion, and may not exceed the limit set by the UK government from time to time for such plans (currently £500 per month or the equivalent in other currencies).

The remuneration of non-executive directors is set by AMFW's Chairman and Chief Executive under delegated authority from the AMFW Board rather than by AMFW's remuneration committee.

In order to attract and retain individuals with the personal attributes, skills and experience required to determine strategy and governance, to apply executive oversight and to represent shareholders' interests, AMFW's non-executive directors receive only fees for their services and do not participate in any of the incentive or benefit schemes of the group. The fee structure comprises a base fee and additional fees to reflect time commitment and responsibility of specific roles (senior independent director and audit, remuneration and ethics committee chairmen). Additional fees may also be paid to directors not resident in the United Kingdom to recognise the additional travelling time in attending meetings.

Increases in the chairman's fee will not normally exceed the average increase awarded to executive directors.

AMFW's Articles of Association currently set an aggregate limit of £600,000 for base fees for non-executive directors. Total fees will not exceed market norms.

Financial performance targets under the annual bonus plan are set so that the target level of bonus is paid normally for achieving AMFW's short-range plan. To achieve maximum bonus, higher targets have to be met. In determining targets, the remuneration committee takes account of the general business circumstances including the perceived difficulty inherent in the short-range plan and the need to balance stretch against risk. The additional stretch bonus is subject to a profit target and only begins to be earned for performance that exceeds the maximum target that applies to other executives. Profit is chosen as the most appropriate measure of the company's short-term performance and the cash measures are chosen both to reflect the conversion of profit to cash and the management of cash flow across the year.

EPS targets under the PSP are set to reflect AMFW's longer-term growth objectives at a level where the maximum represents genuine outperformance against expectations. EPS is chosen as the most appropriate measure of absolute growth in line with AMFW's strategy. TSR is chosen to measure relative long-term performance against a peer group comprising UK and international companies

against which AMFW competes directly and other UK-listed companies of a comparable size in related sectors.

Item	External hire	Internal promotion to the board

Base salary	Take account of current terms and any premium required to secure high calibre appointment.	Take account of current terms, relativities with other board members and whether any previous plc board experience. If initial salary is below market benchmark for role, would expect to move progressively to that level over next 24 months based on performance in role.
Pension and related benefits	Existing arrangements may be continued, otherwise in line with standard policy.	Existing arrangements may be continued, otherwise in line with standard policy.
Other benefits	Normally in line with standard policy but may include special transitional arrangements. For example, overseas hire where dependants remain outside the United Kingdom.	Existing arrangements may be continued, otherwise in line with standard policy.
Annual bonus	Inclusion in annual bonus for year of hire based on pro-rated salary. Maximum opportunity no greater than that for Chief Executive.	Where relevant, increase existing bonus opportunity to level applicable to new role and apply pro rata from date of promotion including any amendment to performance measures. Maximum opportunity no greater than that for Chief Executive.
PSP	Inclusion in PSP for the year of hire subject to same performance conditions as others but with three-year vesting period running from the date of joining. Maximum opportunity in line with standard policy.	Maximum opportunity in line with standard policy allowing for an additional award to be made in the year of appointment to reflect the timing of the appointment and the extent of other enhancements to remuneration terms. Previous awards will continue on their original terms.
Sharesave	Inclusion in next offer subject to meeting any qualifying period of service that applies for new employees generally.	Inclusion in next offer subject to any restrictions as a result of savings limits.

Item	External hire	Internal promotion to the board

Notice periods	Where it is necessary to secure the services of a particular individual, AMFW's remuneration committee has discretion to agree initial notice periods of not more than 24 months reducing to normal policy level over a period of not more than 12 months.	Apply standard policy immediately including, if relevant, reducing any more favourable existing terms.
One-off arrangements	Where individuals forfeit bonus or long-term incentive payments from their former employer as a result of resigning to join AMFW, then the remuneration committee has the discretion to make additional one-off awards in the form of cash and/or shares and subject to performance and/or other conditions, including holding periods, as appropriate. The maximum amounts to be awarded would be based on an estimate of actual loss discounted for any accelerated payment and the extent to which the loss is otherwise compensated for by the new terms overall. Individuals may be compensated for actual expenses, including temporary accommodation, in the event that they are required to relocate to take up the new role. Alternatively, a temporary cash allowance may be paid for a limited period of time which equates to the estimated relocation cost that would otherwise have been reimbursed. These amounts will include any grossing-up for tax.	Individuals may be compensated for actual expenses, including temporary accommodation, in the event that they are required to relocate to take up the new role. Alternatively, a temporary cash allowance may be paid for a limited period of time which equates to the estimated relocation cost that would otherwise have been reimbursed. These amounts will include any grossing-up for tax.

AMFW's newly appointed executive directors will be employed on contracts that include the following provisions:

In the event of long-term incapacity, employment would not normally be terminated so long as the executive was entitled to payments under AMFW's group income protection insurance arrangements but the executive would be required to stand down from their role and as a director.

Payment for loss of office will be determined according to the following principles set out below and, for the current executive directors, having regard to their existing contractual terms as described in "—Remuneration Policy—Payment to Existing Executive Directors" below.

The executive will receive base salary, pension and other benefits for any part of the notice period worked (and any period of garden leave). On termination, the executive will be entitled to payment for any accrued but untaken holiday pay.

AMFW may elect to pay a sum in lieu of notice for all or any part of the notice period, calculated by reference to the value of salary, pension and other contractual benefits (excluding bonus). In determining the payments to be made and the structure of such payments, AMFW will have regard to the executive's ability to mitigate their loss. In respect of any defined benefit pension rights, an augmentation of benefits for the relevant part of the notice period may be made. The remuneration committee has discretion to continue to provide certain benefits to the end of the notice period rather than including them in the payment in lieu.

Where AMFW terminates the executive's employment for gross misconduct (or other circumstances entitling AMFW to treat the contract as at an immediate end) termination will be immediate and no payment in lieu of notice will be made.

In all other circumstances, the remuneration committee will consider whether it is appropriate to make a bonus payment for the year in question taking into account all relevant circumstances, including performance and conduct. Payment will usually be determined and paid in cash at the normal time.

Deferred bonus will be forfeit in the event of termination for gross misconduct. In the case of death it will be paid in full to the estate as soon as practicable thereafter. In other circumstances, it may be paid at the normal time at AMFW's remuneration committee's discretion depending on the circumstances of termination.

All unvested awards will lapse on leaving in the event of termination for gross misconduct or other "bad leaver" circumstances and any Investment Shares will be released. An example of a "bad leaver" would be an individual resigning in order to take up a position with a competitor.

In other cases, unvested basic awards will be pro-rated for service, which may include any period for which payment was made in lieu. Provided the associated Investment Shares remain lodged, Matched Awards will normally be retained in full unless the remuneration committee decide to pro-rate for service. A further reduction may be made at the remuneration committee's discretion to take account of relevant circumstances at the time of leaving. The retained awards will vest in the normal way, taking account of the relevant performance conditions, and at the normal time subject to the remuneration committee being satisfied at that time that the individual remains a good leaver.

Redundancy pay in line with statutory provisions or those applying to employees generally in the country in which the director is based will be provided in the event of termination due to redundancy. The cost of legal, tax or other advice incurred by the individual in connection with the termination and/or support with seeking alternative employment may be met up to a maximum of £100,000. Additional payments may be made where required to settle legal disputes or as consideration for new or amended post-employment restrictions. Where an individual is in receipt of relocation or expatriation benefits, the costs of actual expenses incurred in relation to any arrangements that are subject to term contracts may continue to be reimbursed for up to six months or, at the company's discretion, a one-off payment made to cover the costs of premature cancellation. The cost of repatriation will also be covered where this was part of the original expatriation terms.

Sharesave options lapse unless the director leaves because of specified good leaver reasons in which case they can be exercised for a limited period, to the extent of savings made to the date of exercise.

Samir Brikho and Ian McHoul are both employed under contracts (dated April 2007 and September 2008 respectively) with notice periods of twelve months from AMFW and which require them to give six months' notice of resignation. The contracts permit for payment to be made in lieu of all or part of the required notice period at AMFW's discretion but there is no prescribed methodology for calculating such payment in lieu or applying mitigation. Should circumstances arise where notice is given and the executive is not required to work all or part of the notice period, the terms of the existing contracts would be honoured. The individuals may be placed on garden leave for part of the notice period in which case the remuneration committee may determine that it is appropriate to pay an element of bonus for that garden leave period.

The notice provisions for Samir Brikho and Ian McHoul are described above. There are no specified change-of-control provisions.

The Chairman's engagement may be terminated on six months' notice on either side.

The contracts of non-executive directors may be terminated by the individual at any time. There are no specific provisions for compensation in the event of early termination by AMFW. AMFW's

practice is that all directors submit themselves for re-election on an annual basis, in line with the recommendations in the UK Code.

AMFW's approach to the annual review of base salaries is to take account of personal performance, company performance and pay levels more broadly within the company. The increases for 2014 were within the range of increases awarded to AMFW staff in the United Kingdom generally. External benchmarking is also taken into account, particularly for new appointments.

Any proposals to change remuneration policy are considered against the "best practice" guidelines produced by shareholder bodies and major shareholders are consulted directly when formulating any proposals for significant changes. AMFW's remuneration committee did consider these guidelines as well as representations made by certain individual shareholders in formulating its policy. There was no direct consultation with employees.

The Chairman of AMFW and the Chairman of AMFW's remuneration committee make themselves available at any time and also at each AGM to discuss any issues raised by shareholders.

The structure of remuneration for executive directors is in line with other senior management. The primary differences compared to other employees are the structure of variable pay, which for senior management is in the form of performance-related incentives and for other employees is largely in the form of overtime and allowances reflecting the different emphases of the roles, and in the level of accrual under defined benefit arrangements.

The base salaries of the two executive directors have been increased from 1 January 2014 in line with the percentage increases awarded to other employees in the United Kingdom. The following table sets forth the base salaries of Samir Brikho and Ian McHoul:

The annual bonus plan will operate in much the same way as in 2013 and will be consistent with the policy described above. The following table sets forth the bonus measures and their weightings

(maximum opportunity as a percentage of base salary) that have been agreed for 2014. They reflect a range of financial and strategic measures that support AMFW's key strategic objectives.

2014 targets against these measures are not disclosed because they are commercially sensitive and may be subject to revision. They will be disclosed retrospectively in AMFW's next annual report on remuneration for 2014 to the extent that they do not remain commercially sensitive at that time.

The PSP will operate in the manner described in the policy set out above. The following table sets forth the measures and their associated targets:

The above EPS targets will be adjusted to reflect the Acquisition. The TSR comparator group will be the same as for the 2013 awards described in "—Details of Share Awards During the Year ended 31 December 2013—Comparator Group in Respect of Awards Made in the Year Ended 31 December 2013" below. The matching ratio is two for one.

PSP awards were granted on 27 March 2014. See "Security Ownership of Certain Beneficial Holders, Directors and Management of AMFW—Outstanding Share-based Awards and Option-based Awards" for full details of the awards granted to executive directors and members of senior management.

The following graphs show the total remuneration for each of the executive directors that could result from the proposed remuneration policy in the year ending 31 December 2014 under three different performance levels:

The fee for the Chairman was increased from 1 January 2014 in line with the percentage increases awarded to executive directors. Non-executive directors' fees were increased in line with the market. The following table sets forth changes to the Chairman's and non-executive directors' fees for the years beginning 1 January 2013 and 1 January 2014:

The information from this point onwards up to and including "—Annual Report on Remuneration—Directors' Share Interests and Shareholding Requirements" below has been audited.

During the year ended 31 December 2013, the aggregate remuneration paid or payable to directors of AMFW as a group was approximately £4,210,000, including all salaries, fees, bonuses and

contributions during such period to provide pension, retirement or related benefits for directors of AMFW, of which £343,000 was due to pension scheme contributions and life assurance, £1,691,000 was due to bonus, performance-related share payments and the exercise of Sharesave options, £81,000 was due to taxable benefits and £2,095,000 was due to salary payments.

The following table shows a single total figure of remuneration in respect of qualifying services for the year ended 31 December 2013 for each director, together with comparative figures for the year ended 31 December 2012. All numbers are rounded to the nearest £1,000.

	Salary/fees				Taxable benefits⁽¹⁾				Bonus				LTIP⁽²⁾				Sharesave⁽³⁾				Pension				Total

	Year ended 31 December				Year ended 31 December				Year ended 31 December				Year ended 31 December				Year ended 31 December				Year ended 31 December				Year ended 31 December
	2012		2013		2012		2013		2012		2013		2012		2013		2012		2013		2012		2013		2012		2013
	(£)
Executive
Samir Brikho		900,000		927,000		42,000		66,000		769,000		717,000		1,152,000		420,000		—		—		229,000		240,000		3,092,000		2,370,000
Ian McHoul		500,000		515,000		15,000		15,000		343,000		315,000		640,000		233,000		—		6,000		100,000		103,000		1,598,000		1,187,000
Non-executive
John Connolly		300,000		309,000		—		—		—		—		—		—		—		—		—		—		300,000		309,000
Tim Faithfull⁽⁴⁾		72,000		76,000		—		—		—		—		—		—		—		—		—		—		72,000		76,000
Simon Thompson		61,000		64,000		—		—		—		—		—		—		—		—		—		—		61,000		64,000
Neil Carson		56,000		58,000		—		—		—		—		—		—		—		—		—		—		56,000		58,000
Colin Day		69,000		76,000		—		—		—		—		—		—		—		—		—		—		69,000		76,000
Linda Adamany⁽⁵⁾		17,000		70,000		—		—		—		—		—		—		—		—		—		—		17,000		70,000

The pension amount shown under "—Single Total Figure of Director Remuneration for 2013" for the year ended 31 December 2013 comprises the following:

Samir Brikho has a normal retirement age of 60 in relation to the stated defined benefit, or DB, pension. There are no additional pension benefits that become payable for either director in the event of early retirement.

The cash allowance in the case of Samir Brikho represented 20 per cent. of salary above the pension scheme cap and in the case of Ian McHoul represented 20 per cent. of full salary.

The following table sets forth the bonus payments in respect of the year ended 31 December 2013 that were made in March 2014 to the executive directors (expressed as a percentage of base salary earned during the year) reflecting the indicated outcomes against the various performance elements:

None of the bonus earned for the year ended 31 December 2013 is subject to compulsory deferral, as the EBITA additional stretch minimum target was not met.

The original adjusted EBITA targets were adjusted to remove a provision for contribution from small acquisitions, following a change of priorities.

The long-term incentive plan, or LTIP, amount for the year ended 31 December 2013 shown under "—Single Total Figure of Director Remuneration for 2013" is the award made under the PSP in the year ended 31 December 2011. Vesting took place on 5 April 2014 and was subject to two performance conditions each measured over three-year periods: (i) EPS growth between 2010 and 2013; and (ii) TSR relative to a comparator group based on average share prices in the first quarter of 2014 compared to those in the corresponding period in the year ended 31 December 2011 (also subject to AMFW's remuneration committee being satisfied that there has been sustained financial growth of AMFW). The two performance conditions operate independently on different parts of the award: half of the basic award is dependent on EPS and the other half on TSR; the Matched Award depends solely on EPS. EPS for this measure means the diluted earnings per share expressed to one decimal place of AMFW before goodwill and intangible amortisation, the charge or credits associated with

executive share awards and exceptional items. "Real" growth means in excess of the change in the UK Retail Prices Index for December 2013 compared to December 2010.

AMFW's remuneration committee took account of the share buyback that took place during the year ended 31 December 2012 and the year ended 31 December 2013 in determining the outcome for the EPS element. The following table sets forth the performance achieved against the EPS and TSR targets:

The number of shares vesting based on the performance outcomes was increased by 11.18 per cent. to take into account reinvested dividends during the period from award to vesting.

These awards were originally made as restricted shares but were amended during 2013 to be awards in the form of nil cost options with an 18-month exercise period post-vesting. If the option has not been exercised before the end of that period, it will be exercised automatically at that stage.

The LTIP amount for the year ended 31 December 2012 shown under "—Single Total Figure of Director Remuneration for 2013" is the award made under the PSP in 2010 that vested in April 2013. The performance measures for these awards were the same as for those made in 2011 but in this case the full award was subject to both EPS and TSR (each applying to half of the award) and there was no adjustment for reinvested dividends. The targets set and the outcomes against them were as follows:

The following table sets forth the vesting values during the year ended 31 December 2013. Vesting took place on 8 April 2013 at a share price of £10.52. The balance of the original award lapsed at the same time.

The TSR comparator group for the year ended 31 December 2010 awards comprised 30 UK companies, including AMFW, listed in relevant FTSE sub-sectors with market capitalisations spanning that of AMFW. For the year ended 31 December 2011, the group was amended to include a number of non-UK listed companies who are direct business competitors of AMFW and to exclude UK companies where there is little or no overlap in activities and comprised 28 companies including AMFW. Details of the specific companies included in the TSR comparator groups for both the year ended 31 December 2010 and the year ended 31 December 2011 awards were included in the directors' remuneration reports for those years and may be obtained on request from AMFW's company secretary.

The following table sets forth awards that were made under the PSP on 28 March 2013 that will vest three years later subject to the outcome against the performance conditions and may be exercised up to 18 months after vesting. The face value of the awards is based on the share price at the date of award which was £10.60.

Half of the basic award is subject to a TSR performance condition and the other half and all of the Matched Award is subject to an EPS performance condition.

The TSR measure is based on AMFW's ranking against the comparator group set out below based on the average share price over the final quarter of 2015 compared to the corresponding period in 2012. The threshold for any vesting to occur is that AMFW needs to be ranked at median or higher. If upper quartile ranking is achieved, full vesting will occur. Vesting is on a straight-line basis between these threshold and maximum targets.


Aker Solutions		Norway
AMFW		UK
Babcock Intl.		UK
Baker Hughes		US
Balfour Beatty		UK
Cameron Intl.		US
Carillion		UK
Chicago Bridge & Iron		US
Fluor		US
Foster Wheeler		US
Halliburton		US
IMI		UK
Jacobs		US
KBR		US
Melrose		UK
Petrofac		UK
Rotork		UK
Saipem		Italy
Schlumberger		US
Serco Group		UK
SNC-Lavalin Group		Canada
Spirax-Sarco		UK
Technip		France
URS		US
Weir Group		UK
Wood Group (John)		UK
Worley Parsons		Australia

The EPS measure is based on the compound annual growth, or CAGR, in excess of UK retail price index (real CAGR) to 2015 from an adjusted 2012 base of 85.7 pence. EPS for this purpose is defined as the diluted earnings per share expressed to one decimal place of AMFW before goodwill and intangible amortisation, the charge or credits associated with executive share awards and exceptional items (at the remuneration committee's discretion). The adjustment took account of the share buyback and an accounting standard change. Threshold (25 per cent.) vesting will occur if real CAGR is 5 per cent. and maximum (100 per cent.) vesting will occur if real CAGR is 12 per cent. or higher with straight-line vesting for a result between these targets.

The number of shares vesting as determined by the performance conditions outcomes will be increased to take account of reinvested dividends including the UK tax credit in the period between award and vesting.

The following table sets forth the beneficial interests in the share capital of AMFW's directors and their connected persons as at 31 December 2013:

The legally-owned shares for Samir Brikho and Ian McHoul include those vesting during 2013 from the PSP awards made in 2010, see "—PSP" above, after sales to meet tax withholding requirements. Those for Mr McHoul also include those arising from the exercise of options made under Sharesave. See "—Single Total Figure of Director Remuneration for 2013" above.

The following table sets forth the details of the unvested options held by Samir Brikho and Ian McHoul as at 31 December 2013:

On 3 January 2014, Ian McHoul and Colin Day acquired 19 and 255 shares, respectively, in lieu of the interim dividend paid on 3 January 2014. There were no other changes in the directors' interests in the share capital of AMFW between 31 December 2013 and 13 February 2014. No director has used any of their shareholdings in hedging arrangements or as collateral for loans.

Guidelines are in place requiring executive directors and members of the group management team to build up, normally over a three-year period, and retain a holding of AMFW shares received from incentive plans or purchased by them. The level of targeted shareholding is 250 per cent. of salary for executive directors and 125 per cent. for other senior executives. Based on the average share price and

salaries during December 2013, the legally-owned shares shown above represented the following percentages of base salary which are both considerably in excess of the shareholding requirement:

There is no shareholding requirement for the chairman or non-executive directors.

The following graph compares the TSR performance of AMFW, assuming dividends are re-invested, with the TSR performance of the FTSE 100 over the period 31 December 2008 to 31 December 2013.

The following table shows how the percentage change between the year ended 31 December 2012 and the year ended 31 December 2013 in the Chief Executive's salary, benefits and bonus compares with the percentage change in the average of each of those elements of pay for a comparator group of employees. AMFW's remuneration committee has selected employees in the United Kingdom as the comparator group as they have broadly the same structure of remuneration and to eliminate the impact of exchange rate movements if employees in other countries were included.

As noted above, Samir Brikho's year ended 31 December 2013 taxable benefits figure includes an adjustment of circa £24,000 for prior years. The underlying change from 2012 to 2013 was zero per cent.

The year-on-year change for UK staff taxable benefits is based on data for tax years ending in 2013 and 2012 averaged over the number of employees in receipt of those benefits. The year-on-year changes for UK staff salary and bonus are based on the aggregate amounts paid in each year divided by the average number of employees in that year.

The following chart illustrates the relative importance of spending on pay compared to distributions to shareholders (dividends and share buy-back) and other disbursements from profit or cash flow that are considered by the directors to be the most material expenditures in relation to AMFW's strategy.

The following table sets forth how votes were cast at AMFW's AGM held on 4 April 2013:

The remuneration committee did not consider that the votes against either resolution were substantial requiring any explanation or action in response.

The following table sets forth how votes were cast at AMFW's AGM held on 3 April 2014:

Individual disclosure of the remuneration paid by AMFW to its senior management (excluding those who also serve as members of the AMFW Board) is not required in the United Kingdom and AMFW does not otherwise publicly disclose this information. In the year ended 31 December 2013, the aggregate remuneration paid or payable to the senior management of AMFW (excluding those who also serve as members of the AMFW Board) as a group was approximately £1,495,000, including all salaries, fees, bonuses and contributions during such period to provide pension, retirement or related benefits for directors of AMFW, of which £77,000 was due to provision of pension and life assurance benefits or cash alternatives, £667,000 was due to bonus and performance-related share payments, £53,000 was due to taxable benefits or cash alternatives and £698,000 was due to salary payments.

AMFW operates three share plans: the PSP, the Sharesave Plan and the Restricted Share Plan, or RSP. As at 15 December 2014, AMFW had 3,615,268 awards outstanding under the PSP including vested but unexercised options and 843,385 awards outstanding under the RSP. As at 15 December 2014, AMFW had 7,863,392 options outstanding under Sharesave. For a description of the PSP and Sharesave plans, see "—Remuneration Policy—Components of Directors' Remuneration" above.

The RSP operates primarily as a key employee retention mechanism with awards made periodically to selected employees below senior management level. Executive directors are not eligible to participate in the RSP. Awards are made in the form of restricted shares or nil cost options that vest in full, not subject to performance conditions, after a defined period, provided that the participant remains in continuous employment during that time. There are no good leaver provisions other than in the event of death. On change of control, RSP awards will normally vest. Alternatively, awards may be exchanged for equivalent awards of shares in the acquiring company. No new shares may be issued to satisfy awards under the RSP. The company may at its discretion pay the vesting/exercise value in cash rather than as shares.

AMFW's directors must not grant an award or option under any of AMFW's employee share plans if the number of AMFW shares committed to be issued under that award exceeds 10 per cent. of AMFW's ordinary share capital in issue immediately before that day, when added to the number of shares which have been issued, or committed to be issued, to satisfy awards options under any employee share plan operated by AMFW, granted in the previous 10 years. In addition, AMFW's directors must not grant an award or option under any of AMFW's discretionary employee share plans if the number of AMFW shares committed to be issued under that award exceeds five per cent. of AMFW's ordinary share capital in issue immediately before that day, when added to the number of AMFW shares which have been issued, or committed to be issued, to satisfy awards or options under any other discretionary employee share plan operated by AMFW, granted in the previous 10 years. As at 15 December 2014, 10 per cent. of AMFW's ordinary share capital equalled 38,887,584 shares and AMFW had granted outstanding options and awards of 14,725,679 shares under its employee shares plans, which, if vested/exercised in full and satisfied with newly issued shares, would represent 3.79 per cent. of AMFW's ordinary share capital. As at 15 December 2014, five per cent. of AMFW's ordinary share capital equalled 19,443,792 shares and AMFW had granted outstanding options and awards of 3,615,268 shares under the PSP, which, if vested/exercised in full and satisfied with newly issued shares, would represent 0.93 per cent. of AMFW's ordinary share capital. However, awards granted under the

PSP are satisfied using shares held in the AMFW Employee Share Trust (described further below), and there is no current intention to satisfy such awards using newly issued shares. No new shares may be issued to satisfy awards granted under the RSP. In addition, an option over 8,620 shares has been granted under a one-off recruitment arrangement. This option will be satisfied using shares from the Employee Share Trust.

AMFW has established the AMFW Employee Share Trust for the purposes of satisfying awards granted under the PSP and RSP, as well as such other employee share plans or one-off awards as may be adopted from time to time. AMFW periodically puts the trustee of the Employee Share Trust in funds to purchase AMFW shares in the market for this purpose. As at 15 December 2014, the Employee Share Trust held 2,605,693 AMFW shares.

The group operates a number of pension schemes for UK and overseas employees. The principal defined benefit schemes are in the United Kingdom, with the main schemes being the AMFW Staff pension scheme and the AMFW Executive pension scheme. These schemes were closed to new members during 2012 but remain open to further accrual. The majority of overseas members are in defined contribution schemes.

Pursuant to the terms of the Implementation Agreement, upon the closing of the Offer, Foster Wheeler options, restricted share units and performance restricted share units were replaced with options and restricted share units over AMFW shares. The terms and conditions of the replacement awards are equivalent in all material respects to those applicable under the Foster Wheeler Omnibus Plan described under "Remuneration Paid by Foster Wheeler—Equity Remuneration", except that no performance conditions apply to the replacement awards in respect of performance restricted share units. On 15 October 2014, the AMFW Board adopted the Foster Wheeler Omnibus Incentive Plan on substantially the same terms as amended effective 13 November 2014 to reflect the terms of the Implementation Agreement to provide for replacement awards to be granted over AMFW shares. As of 15 December 2014, AMFW had 2,395,014 units outstanding under the Foster Wheeler Omnibus Incentive Plan.

For the year ended 31 December 2013, J. Kent Masters, Gary T. Nedelka, Stephanie S. Newby and Roberto Penno received remuneration from Foster Wheeler for their services to Foster Wheeler and did not receive any remuneration from AMFW. John Connolly, Samir Brikho, Ian McHoul, Linda Adamany, Neil Carson, Colin Day, Simon Thompson, Simon Naylor and John Pearson, referred to as the Continuing AMFW Directors and Senior Management, did not receive any remuneration from Foster Wheeler during the year ended 31 December 2013. See "Remuneration of AMFW's Directors and Senior Management" for information on the remuneration paid to certain of the Continuing AMFW Directors and Senior Management during this period.

Remuneration paid by Foster Wheeler to J. Kent Masters in the Year ended 31 December 2013

The following table summarises the components of the remuneration paid by Foster Wheeler to J. Kent Masters in his capacity as Chief Executive Officer of Foster Wheeler during the year ended 31 December 2013. The remuneration was comprised of three main components: base salary, cash-based short-term incentives and equity-based long-term incentives. Short-term incentive, or STI, payments depended on the achievement of financial metrics and key initiatives. Foster Wheeler granted a mix of equity under the long-term incentive, or LTI, programme, in the form of Foster Wheeler PRSUs and Foster Wheeler RSUs.

Pursuant to the employment agreement between Foster Wheeler and J. Kent Masters and Foster Wheeler's executive compensation programme, during the year ended 31 December 2013, J. Kent Masters' remuneration from Foster Wheeler consisted of the following components and values:

Component	Description	Remuneration Value⁽¹⁾

Salary	Fixed compensation payable in accordance with Foster Wheeler's executive payroll schedule.	$	1,050,000
Short-term Incentive	Variable compensation in accordance with the Foster Wheeler Annual Executive Short-term Incentive, or STI, Plan. The performance-based award is variable compensation determined by financial performance against pre-established metrics and achievement of key initiatives for the year.	$	1,339,800	⁽²⁾
	• STI awards are calculated using the formula: annual base salary multiplied by target award opportunity and a STI performance multiplier.
	• STI awards can range from zero to two times target award opportunity. J. Kent Masters' target award opportunity in 2013 was 110 per cent. of base salary, allowing for a maximum award of 220 per cent. of base salary.

Component	Description	Remuneration Value⁽¹⁾

	• The STI performance multiplier for J. Kent Masters for 2013 consisted of two components: consolidated net earnings and corporate centre key initiatives, weighted 70 per cent. and 30 per cent., respectively. In 2013, consolidated net earnings, adjusted for certain operating and non-operating items and exclusions as described below, of $173.0 million would have resulted in 100 per cent. of target award.
Long-term Incentive	Variable compensation granted annually under the Foster Wheeler AG Omnibus Incentive Plan, or the Foster Wheeler Omnibus Plan, using a mix of Foster Wheeler RSUs and Foster Wheeler PRSUs. The Foster Wheeler RSUs vest ratably on the first, second and third anniversary of the grant date. The Foster Wheeler PRSUs will, after Foster Wheeler's Compensation and Executive Development Committee, or the Committee, determines if, when and to the extent that the pre-determined performance goals have been met, vest on the later of the third anniversary of the grant date or the date of the Committee's determination that the performance goals have been met.	$	4,325,011	⁽³⁾
Employee Benefits	Fixed compensation which includes retirement, health and welfare benefits available to other employees.	$	4,846	⁽⁴⁾
Perquisites and Other Benefits	Fixed compensation which includes business related benefits, such as housing, living, transportation and other allowances, and tax-gross ups on allowances and tax equalisation.	$	986,633	⁽⁵⁾

Wheeler PRSUs were scheduled, after the Committee determined if, when and to the extent that the pre-determined performance goals were met, to vest on the later of the third anniversary of the grant date or the date of the Committee's determination that the performance goals have been met. The performance goals were based on Foster Wheeler's cumulative three-year total shareholder return, or TSR (calculated by comparing monthly average closing Foster Wheeler share price in December 2012 to Foster Wheeler's monthly average closing share price in December 2015, including reinvestment of dividends), relative to the TSRs of a group of comparison companies. Equivalent awards (on terms and conditions equivalent in all material aspects to those applicable to the unvested Foster Wheeler awards immediately prior to closing of the offer, except that, in the case of performance related restricted share units, no performance conditions will apply) of Amec Foster Wheeler shares were granted in replacement on 13 November 2014.

(4): Represents 401(k) match. J. Kent Masters participated in the Foster Wheeler 401(k) plan on the same terms as other employees.
(5): Represents foreign allowances, which were paid in Swiss Francs or British pound sterling and these figures were converted to US dollars using the exchange rate on the dates of payment, and tax-gross ups on allowances and tax equalisation.

Remuneration paid by Foster Wheeler to Gary T. Nedelka in the Year ended 31 December 2013

The following table summarises the components of the remuneration paid by Foster Wheeler to Gary T. Nedelka during the year ended 31 December 2013. The remuneration was comprised of three main components: base salary, cash based short-term incentives and equity based long-term incentives. Short-term incentive, or STI, payments depended on the achievement of financial metrics and key initiatives. Foster Wheeler granted a mix of equity under the LTI programme, in the form of Foster Wheeler PRSUs and Foster Wheeler RSUs.

Pursuant to the employment agreement between Foster Wheeler and Gary T. Nedelka and Foster Wheeler's executive compensation programme, during the year ended 31 December 2013 Gary T. Nedelka's remuneration from Foster Wheeler consisted of the following components and values:

Component	Description	Remuneration Value⁽¹⁾

	• STI awards can range from zero to two times target award opportunity. Gary T. Nedelka's target award opportunity in 2013 was 70 per cent. of base salary, allowing for a maximum award of 140 per cent. of base salary.
	• The STI performance multiplier for Gary T. Nedelka for 2013 consisted of two components: Global Power Group EBITDA and Global Power Group key initiatives, weighted 70 per cent. and 30 per cent., respectively. In 2013, Global Power Group EBITDA, adjusted for certain operating and non-operating items and exclusions as described below, of $158.6 million would have resulted in 100 per cent. of target award.
Long-term Incentive	Variable compensation granted annually under the Foster Wheeler Omnibus Plan, using a mix of Foster Wheeler RSUs and Foster Wheeler PRSUs. The Foster Wheeler RSUs vest ratably on the first, second and third anniversary of the grant date. The Foster Wheeler PRSUs will, after the Committee determines if, when and to the extent that the pre-determined performance goals have been met, vest on the later of the third anniversary of the grant date or the date of the Committee's determination that the performance goals have been met.	$	673,914	⁽³⁾
Employee Benefits	Fixed compensation which includes retirement, health and welfare benefits available to other employees.	$	15,300	⁽⁴⁾
Perquisites and Other Benefits	Fixed compensation which includes business related benefits, such as a car allowance.	$	20,415	⁽⁵⁾

Remuneration paid by Foster Wheeler to Stephanie S. Newby in the Year ended 31 December 2013

Pursuant to Foster Wheeler's non-executive director compensation programme, during the year ended 31 December 2013 Stephanie S. Newby's remuneration from Foster Wheeler consisted of the following components and values:

Remuneration paid by Foster Wheeler to Roberto Penno in the Year ended 31 December 2013

The following table summarises the components of the remuneration paid by Foster Wheeler to Roberto Penno during the year ended 31 December 2013. The remuneration was comprised of three main components: base salary, cash-based short-term incentives and equity-based long-term incentives. STI payments depended on the achievement of financial metrics and key initiatives. Foster Wheeler granted a mix of equity under the LTI programme, in the form of Foster Wheeler PRSUs and Foster Wheeler RSUs.

Pursuant to the employment agreement between Foster Wheeler and Roberto Penno and Foster Wheeler's executive compensation programme, during the year ended 31 December 2013 Roberto Penno's remuneration from Foster Wheeler consisted of the following components and values:

Component	Description	Remuneration Value⁽¹⁾

Salary	Fixed compensation payable in accordance with Foster Wheeler's executive payroll schedule.	$	580,000	⁽²⁾
Short-term Incentive	Variable compensation in accordance with the STI Plan. The performance-based award is variable compensation determined by financial performance against pre-established metrics and achievement of key initiatives for the year.	$	297,032	⁽³⁾
	• STI awards are calculated using the formula: annual base salary multiplied by target award opportunity and a STI performance multiplier.
	• STI awards can range from zero to two times target award opportunity. Roberto Penno's target award opportunity in 2013 was 60 per cent. of base salary, allowing for a maximum award of 120 per cent. of base salary. Effective 1 January 2014, Roberto Penno's STI target and maximum award opportunities increased to 80 per cent. and 160 per cent., respectively.
	• The STI performance multiplier for Roberto Penno for 2013 consisted of two components: E&C EBITDA and E&C key initiatives, weighted 70 per cent. and 30 per cent., respectively. In 2013, E&C EBITDA of $220.5 million would have resulted in 100 per cent. of target award.
Long-term Incentive	Variable compensation granted annually under the Foster Wheeler Omnibus Plan, using a mix of Foster Wheeler RSUs and Foster Wheeler PRSUs. The Foster Wheeler RSUs vest ratably on the first, second and third anniversary of the grant date. The Foster Wheeler PRSUs will, after the Committee determines if, when and to the extent that the pre-determined performance goals have been met, vest on the later of the third anniversary of the grant date or the date of the Committee's determination that the performance goals have been met.	$	1,643,289	⁽⁴⁾

One-third of these Foster Wheeler RSUs vested on 18 November 2014, one-third was scheduled to vest on 18 November 2015 and the remaining one-third was scheduled to vest on 18 November 2016. The Foster Wheeler PRSUs were scheduled, after the Committee determined if, when and to the extent that the pre-determined performance goals had been met, to vest on the later of 18 November 2016 or the date of the Committee's determination that the performance goals have been met. The performance goals were based on Foster Wheeler's cumulative three-year total shareholder return, or TSR (calculated by comparing monthly average closing Foster Wheeler share price in December 2013 to Foster Wheeler's monthly average closing share price in December 2016, including reinvestment of dividends), relative to the TSRs of a group of comparison companies. Equivalent awards (on terms and conditions equivalent in all material aspects to those applicable to the unvested Foster Wheeler awards immediately prior to closing of the offer, except that, in the case of performance related restricted share units, no performance conditions will apply) of Amec Foster Wheeler shares were granted in replacement on 13 November 2014.

On 8 March 2013, Mr Penno was awarded the following awards, comprising 50 per cent. Foster Wheeler RSUs and 50 per cent. Foster Wheeler PRSUs, respectively (based on the target economic value of such Foster Wheeler RSUs and Foster Wheeler PRSUs, respectively), under the Foster Wheeler Omnibus Plan:

One-third of these Foster Wheeler RSUs vested on 8 March 2014, one-third was scheduled to vest on 8 March 2015 and the remaining one-third was scheduled to vest on 8 March 2016. The Foster Wheeler PRSUs were scheduled, after the Committee determined if, when and to the extent that the pre-determined performance goals had been met, to vest on the later of the third anniversary of the grant date or the date of the Committee's determination that the performance goals have been met. The performance goals were based on Foster Wheeler's cumulative three-year total shareholder return, or TSR (calculated by comparing monthly average closing Foster Wheeler share price in December 2012 to Foster Wheeler's monthly average closing share price in December 2015, including reinvestment of dividends), relative to the TSRs of a group of comparison companies. Equivalent awards (on terms and conditions equivalent in all material aspects to those applicable to the unvested Foster Wheeler awards immediately prior to closing of the offer, except that, in the case of performance related restricted share units, no performance conditions will apply) of Amec Foster Wheeler shares were granted in replacement on 13 November 2014.

(5): Represents contribution to pension account.
(6): Represents foreign allowances, which were paid in Singapore dollars or British pound sterling and were converted to US dollars using the exchange rate on the dates of payment.

Aggregate Remuneration Paid by Foster Wheeler in the Year ended 31 December 2013

The summary compensation table below provides information on the aggregate remuneration of J. Kent Masters, Gary T. Nedelka, Stephanie S. Newby and Roberto Penno for the year ended 31 December 2013, calculated in accordance with SEC regulations.

During the year ended 31 December 2013, the aggregate remuneration paid or payable to J. Kent Masters, Gary T. Nedelka, Stephanie S. Newby and Roberto Penno by Foster Wheeler was $12,295,107.

The following table sets forth the plan-based awards granted to J. Kent Masters, Gary T. Nedelka, Stephanie S. Newby and Roberto Penno during the year ended 31 December 2013. All equity awards were granted under the Foster Wheeler Omnibus Plan. As per the Implementation Agreement, to the extent that Mr Masters', Mr Penno's and Mr Nedelka's awards had not vested, such unvested awards were replaced with equivalent awards for AMFW Shares, on terms and conditions equivalent in all material aspects to those applicable to these awards, except that, in the case of the PRSUs, no performance conditions apply.

																						Grant Date Fair Value of Share and Option Awards⁽³⁾

					Estimated Possible Payouts Under Non-Equity Incentive Plan Awards⁽¹⁾						Estimated Future Payouts Under Equity Incentive Plan Awards⁽²⁾
			Board or Compensation Committee Action Date
	Grant Date		Board or Compensation Committee Action Date		Threshold		Target		Maximum		Threshold			Target			Maximum
					($)																	($)
J. Kent Masters		—		—		—		1,155,000		2,310,000		—			—			—		—			—
		8 Mar 2013		28 Feb 2013		—		—		—		27,686	⁽⁴⁾		110,745	⁽⁴⁾		221,489	⁽⁴⁾	—			2,175,022
		8 Mar 2013		28 Feb 2013		—		—		—		—			—			—		101,319	⁽⁵⁾		2,149,989
Gary T. Nedelka		—		—		—		335,907		671,814		—			—			—		—			—
		8 Mar 2013		28 Feb 2013		—		—		—		4,123	⁽⁴⁾		16,494	⁽⁴⁾		32,987	⁽⁴⁾	—			323,932
		8 Mar 2013		28 Feb 2013		—		—		—		—			—			—		16,493	⁽⁵⁾		349,981
Stephanie S. Newby		8 Mar 2013		28 Feb 2013		—		—		—		—			—			—		5,419	⁽⁶⁾		114,991
Roberto Penno		—		—		—		348,000		696,000		—			—			—		—			—
		8 Mar 2013		28 Feb 2013		—		—		—		2,945	⁽⁴⁾		11,781	⁽⁴⁾		23,562	⁽⁴⁾	—			231,379
		8 Mar 2013		28 Feb 2013		—		—		—		—			—			—		11,781	⁽⁵⁾		249,993
		2 Dec 2013		7 Nov 2013		—		—		—		3,920	⁽⁷⁾		15,679	⁽⁷⁾		31,357	⁽⁷⁾	—			661,946
		2 Dec 2013		7 Nov 2013		—		—		—		—			—			—		15,678	⁽⁸⁾		449,971

Notes:
(1): Represents the possible payout under the STI Plan for 2013 if the target or maximum goals were satisfied. There is no reportable threshold level under the STI Plan.
(2): Represents Foster Wheeler RSUs with performance goals that, after the Committee determines if, when and to the extent that the pre determined performance goals had been met, was scheduled to vest on the later of the third anniversary of the grant date or the date of the Committee's determination that the performance goals have been met. The performance goals are based on Foster Wheeler's cumulative 3 year TSR (calculated by comparing monthly average closing share price in December in a specified year to Foster Wheeler's monthly average closing share price in December three years later, including reinvestment of dividends), relative to the TSRs of a group of comparison companies. Equivalent awards (on terms and conditions equivalent in all material aspects to those applicable to the unvested Foster Wheeler awards immediately prior to closing of the offer, except that no performance conditions will apply) of Amec Foster Wheeler shares were granted in replacement on 13 November 2014.
(3): Represents the grant date fair value of awards of Foster Wheeler RSUs and Foster Wheeler PRSUs granted under the Foster Wheeler Omnibus Plan. Such awards have been valued in this table in accordance with accounting principles generally accepted in the United States. The value shown for Foster Wheeler RSUs is based on the closing price of Foster Wheeler Shares on the date of grant and the value shown for Foster Wheeler PRSUs awards is based on the probability of achieving the performance condition using a Monte Carlo simulation as of the grant date for the award, and reflects the maximum number of Foster Wheeler Shares that can be awarded. For more information on Foster Wheeler's valuation methodology, see "Operating and Financial Review of Foster Wheeler—Application of Critical Accounting Estimates", and Note 11, "Share-Based Compensation Plans" to Foster Wheeler's consolidated financial statements. These values do not include any discount for possible forfeitures, pursuant to SEC rules.
(4): Represents Foster Wheeler RSUs with performance goals granted on 8 March 2013. The performance goals are based on Foster Wheeler's cumulative 3 year TSR (calculated by comparing monthly average closing share price in December 2012 to monthly average closing share price in December 2015, including reinvestment of dividends), relative to the TSRs of a group of comparison companies. The TSR of all companies is computed at the end of the performance period (31 December 2015). If the Committee determined that the applicable performance criteria had been met, the award was scheduled to vest on the later of 8 March 2016 or the date the applicable performance criteria are certified to have been met by the Committee. The Foster Wheeler RSUs with performance goals do not have voting or dividend rights until they vest and are settled in Foster Wheeler Shares. Equivalent awards (on terms and conditions equivalent in all material aspects to those applicable to the unvested Foster Wheeler awards immediately prior to closing of the offer, except that no performance conditions will apply) of Amec Foster Wheeler shares were granted in replacement on 13 November 2014.
(5): Represents Foster Wheeler RSUs granted on 8 March 2013. One-third of award vested on 8 March 2014, one-third was scheduled to vest on 8 March 2015 and the remaining one-third was scheduled to vest on 8 March 2016. The Foster Wheeler RSUs do not have voting or dividend rights until they vest and are settled in shares. Equivalent awards (on terms and conditions equivalent in all material aspects to those applicable to the unvested Foster Wheeler awards immediately prior to closing of the Offer) of Amec Foster Wheeler Shares were granted in replacement on 13 November 2014.

(6): Represents Foster Wheeler RSUs granted on 8 March 2013. This award vested on 8 March 2014.
(7): Represents Foster Wheeler RSUs with performance goals granted on 2 December 2013. The performance goals are based on Foster Wheeler's cumulative 3-year TSR (calculated by comparing monthly average closing Foster Wheeler Share price in December 2013 to monthly average closing Foster Wheeler Share price in December 2016, including reinvestment of dividends), relative to the TSRs of a group of comparison companies. The TSR of all companies is computed at the end of the performance period (31 December 2016). If the Committee determined that the applicable performance criteria had been met, the award was scheduled to vest on the later of 18 November 2016 or the date the applicable performance criteria were certified to have been met by the Committee. The Foster Wheeler RSUs with performance goals do not have voting or dividend rights until they vest and are settled in Foster Wheeler Shares. Equivalent awards (on terms and conditions equivalent in all material aspects to those applicable to the unvested Foster Wheeler wards immediately prior to closing of the Offer) of Amec Foster Wheeler Shares were granted in replacement on 13 November 2014.
(8): Represents Foster Wheeler RSUs granted on 2 December 2013. One-third of award vested on 18 November 2014, one-third was scheduled to vest on 18 November 2015 and the remaining one-third was scheduled to vest on 18 November 2016. The restricted share units do not have voting or dividend rights until they vest and are settled in Foster Wheeler Shares. Equivalent awards (on terms and conditions equivalent in all material aspects to those applicable to the unvested Foster Wheeler wards immediately prior to closing of the Offer) of Amec Foster Wheeler Shares were granted in replacement on 13 November 2014.

The following table sets forth the aggregate number of Foster Wheeler options exercised and Foster Wheeler RSU awards that vested for the J. Kent Masters, Gary T. Nedelka, Stephanie S. Newby and Roberto Penno during the year ended 31 December 2013. The table also sets forth the value realised on the exercise of Foster Wheeler options (the difference between Foster Wheeler's closing market share price on the date of exercise and the option exercise price) and the vesting of Foster Wheeler RSUs (Foster Wheeler's closing market share price on the date of vesting). The Foster Wheeler options and Foster Wheeler RSUs that were exercised or vested were granted under the Foster Wheeler Omnibus Incentive Plan.

Gary T. Nedelka is eligible to participate in a defined benefit pension plan. The Foster Wheeler Inc. Salaried Employees Pension Plan provides for benefits determined under either a final average pay formula or a cash balance accrual. Employees as at 31 December 1998 made a one-time election to either continue under the final average pay plan that existed at such time or retain their final average pay accrued benefit as at 31 December 1998 and accrue benefits under the new cash balance formula. Employees hired after 31 December 1998 are covered under the cash balance formula only. On 31 May 2003, the Foster Wheeler Inc. Salaried Employees Pension Plan was frozen and no further benefit accruals occurred after that date.

The present value of Mr Nedelka's accumulated benefit under the Foster Wheeler Inc. Salaried Employees Pension Plan was $454,577 for the year ended 31 December 2013. This is based on 22 years of credited service. No payments were made to Mr Nedelka during the 2013 financial year.

The present value has been determined using the same actuarial assumptions (except using an assumed retirement age of 65) used in the preparation of Foster Wheeler's consolidated financial statements. For more information, see "Operating and Financial Review of Foster Wheeler—Application of Critical Accounting Estimates".

The following summary describes selected material provisions of the Foster Wheeler Omnibus Plan and may not contain all of the information that is important to you. The full text of the Foster Wheeler Omnibus Plan is filed as an appendix to Foster Wheeler's definitive proxy statement on Schedule 14A dated 26 March 2013.

The Foster Wheeler Omnibus Plan was approved by shareholders on 9 May 2006. The Foster Wheeler Omnibus Plan provided for the granting of Foster Wheeler options, share appreciation rights, or Foster Wheeler SARs, Foster Wheeler restricted shares, Foster Wheeler RSUs, Foster Wheeler performance-contingent shares, Foster Wheeler PRSUs, cash-based awards and other equity-based awards to Foster Wheeler's employees, non-employee directors and certain third-party service providers. All employees of Foster Wheeler and its subsidiaries and/or affiliates, its non-employee directors, and certain of its third-party service providers were eligible to participate in the Foster Wheeler Omnibus Plan.

On 15 October 2014, the Board of Directors of AMFW adopted an equity incentive plan, or the Amec Foster Wheeler Omnibus Incentive Plan, on substantially the same terms as the Foster Wheeler Omnibus Plan, as amended to reflect the terms of the Implementation Agreement, to provide for replacement awards to be granted over Amec Foster Wheeler Shares. On 13 November 2013, pursuant to the terms of the Implementation Agreement, all awards granted under the Foster Wheeler Omnibus Plan prior to 8 November 2012 were cashed out and all awards granted after 8 November 2012 were replaced with equivalent awards over AMFW Shares. No awards are currently outstanding under the Foster Wheeler Omnibus Plan and no further awards will be granted under the Foster Wheeler Omnibus Plan.

Foster Wheeler's Compensation and Executive Development Committee, or the Committee, was responsible for administering the Foster Wheeler Omnibus Plan.

The Committee determined who would be granted awards, what types of awards, the number of shares subject to such awards and all other terms and conditions of the awards, except that Foster Wheeler's Board made such determinations for awards granted to non-employee directors. The Committee interpreted the terms and the intent of the Foster Wheeler Omnibus Plan and any award agreement. All determinations of the Committee were final and binding on all persons having an interest in the Foster Wheeler Omnibus Plan or in any award made under the Foster Wheeler Omnibus Plan. The costs and expenses of administering the Foster Wheeler Omnibus Plan were borne by Foster Wheeler. The Committee could delegate any or all of its authority to administer the Foster Wheeler Omnibus Plan as it deemed advisable. The Committee (as defined below) will continue to administer the Amec Foster Wheeler Omnibus Incentive Plan on equivalent terms and conditions as described below, except that no performance conditions will apply to replacement awards in respect of performance restricted share units.

Awards under the Foster Wheeler Omnibus Plan consisted of, were exercisable for or related to Foster Wheeler Shares or cash. Foster Wheeler Shares available for grant under the Foster Wheeler Omnibus Plan could be authorised and unissued common shares, or common shares available on the open market.

Under the Foster Wheeler Omnibus Plan, awards designed to qualify for the performance-based exception under section 162(m) of the Code were subject to annual award limits. In particular, no participant could be granted Foster Wheeler options or Foster Wheeler SARs covering more than 1,000,000 Foster Wheeler Shares in one financial year, and no participant could be granted Foster Wheeler restricted shares, Foster Wheeler RSUs, Foster Wheeler PRSUs or performance-contingent shares or units covering more than 600,000 shares in one financial year.

Additionally, the maximum total amount awarded or credited with respect to cash-based awards to any participant in one financial year could not exceed the greater of the value of $5 million or 600,000 Foster Wheeler Shares, and the maximum total grant of other share-based awards in any one financial year to any participant was 600,000 Foster Wheeler Shares.

Foster Wheeler Shares covered by an award were only counted as used if they were actually issued. Any Foster Wheeler Shares related to an award under the Foster Wheeler Omnibus Plan which terminated by expiration, forfeiture, cancellation, or otherwise without the issuance of such Foster Wheeler Shares, were settled in cash in lieu of Foster Wheeler Shares, or were exchanged with the Committee's permission, prior to the issuance of Foster Wheeler Shares, for awards not involving Foster Wheeler Shares, were available again for grant under the Foster Wheeler Omnibus Plan. Foster Wheeler Shares tendered in payment of an option exercise price or withheld by Foster Wheeler to satisfy tax withholding obligations were not available for regrant under the Foster Wheeler Omnibus Plan. In addition, the aggregate shares exercised, rather than the number of shares actually issued, pursuant to a Foster Wheeler SAR that is settled in shares reduced the applicable limit, and shares that were reacquired by Foster Wheeler with the amount received upon the exercise of an option were not added back to the applicable limit.

The Foster Wheeler Omnibus Plan provided that the Committee may grant Foster Wheeler options, which entitled the recipient to purchase a specified number of Foster Wheeler Shares at a specified exercise price, which could not be less than the fair market value of the Foster Wheeler Shares on the date the option was granted. Foster Wheeler options granted under the Foster Wheeler Omnibus Plan could be either non-qualified stock options or incentive stock options qualifying under section 422 of the Code, as determined by the Committee. The Committee determined the permitted methods of payment of the option price, which could include, in its discretion: cash, the tender to Foster Wheeler for repurchase of previously acquired shares of common stock, "cashless" (broker-assisted) exercise, any combination of these methods, or any other method approved or accepted by the Committee.

The per share exercise price of a Foster Wheeler option could not be less than 100 per cent. of the fair market value of a Foster Wheeler share on the date of the Foster Wheeler option's grant and the term of any such Foster Wheeler option had to expire not later than the tenth anniversary of the

date of the Foster Wheeler option's grant, although the Committee could provide for a shorter term, and Foster Wheeler options could expire earlier upon certain events. In addition, the per share exercise price of any incentive stock option granted to a person who, at the time of the grant, owned shares possessing more than 10 per cent. of the total combined voting power or value of all classes of Foster Wheeler Shares had to be at least 110 per cent. of the fair market value of a Foster Wheeler share on the date of grant and such Foster Wheeler option had to expire on the fifth anniversary of the date of the option's grant.

Foster Wheeler options granted under the Foster Wheeler Omnibus Plan became exercisable at such times as were specified by the Committee.

However, the aggregate value (determined as of the grant date) of the Foster Wheeler Shares subject to incentive stock options that could become exercisable by a participant in any year could not exceed $100,000. Any incentive stock options that became exercisable in excess of this amount were deemed non-qualified stock options to the extent of the excess. Under certain circumstances, Foster Wheeler options could have become exercisable prior to the exercise dates established by the Committee (such as upon both a change in control and a qualifying termination of employment within 24 months of the change in control).

The Foster Wheeler Omnibus Plan provided that the Committee could grant Foster Wheeler SARs. Upon the exercise of a Foster Wheeler SAR, a participant was entitled to receive payment from Foster Wheeler in an amount determined by multiplying (i) the excess of the fair market value of a common share on the date of exercise over the Foster Wheeler SAR's grant price by (ii) the number of Foster Wheeler Shares with respect to which the Foster Wheeler SAR was exercised. The grant price for each grant of a Foster Wheeler SAR was determined by the Committee and had to be specified in the award agreement. Distributions to the recipient upon exercise of a Foster Wheeler SAR could be made in common shares, in cash, in a combination of both or in any other manner determined by the Committee.

Foster Wheeler SARs could, but did not need to, be granted in tandem with Foster Wheeler options. If a Foster Wheeler SAR was granted in tandem with a Foster Wheeler option, the grant price of a Foster Wheeler SAR on the grant date would equal the exercise price of the related Foster Wheeler option. In addition, the exercise of the Foster Wheeler option would cancel the Foster Wheeler SAR, and the exercise of the Foster Wheeler SAR would cancel the Foster Wheeler option. If a Foster Wheeler SAR was not granted in tandem with a Foster Wheeler option, the grant price of the Foster Wheeler SAR would be at least equal to the greater of 100 per cent. of the fair market value of the common shares as determined on the grant date or the par value of a common share.

The Committee determined the terms of each Foster Wheeler SAR at the time of the grant. Foster Wheeler SARs cannot have a term of longer than ten years, except for Foster Wheeler SARs granted to participants outside the United States.

The Foster Wheeler Omnibus Plan provided that the Committee could grant shares of Foster Wheeler restricted shares, which were common shares that were subject to vesting or other restrictions. In addition, the Committee could grant Foster Wheeler RSUs, which entitled the recipient to receive units with a value derived from Foster Wheeler Shares subject to vesting or other restrictions. The period(s) of restriction and the number of shares of restricted shares or the number of Foster Wheeler RSUs granted was determined by the Committee. Before the end of a restricted period and/or lapse of other restrictions established by the Committee, Foster Wheeler Shares received as Foster Wheeler restricted shares could not be sold, transferred or otherwise disposed of by participants, and could be

forfeited in the event of termination of employment. Upon the lapse of the restrictions, the common shares subject to the award would become immediately distributable to the participant.

Subject to certain exceptions, awards of Foster Wheeler restricted shares and Foster Wheeler RSUs granted after 8 November 2012 that vested solely based on a participant's continuous service could not vest in full earlier than three years from the grant date, and awards of Foster Wheeler restricted shares and Foster Wheeler RSUs granted after 8 November 2012 that vested based on the achievement of performance objectives had to be based on performance over a period of not less than one year, in each case unless accelerated in the event of both a change in control and a qualifying termination of employment within 24 months of the change in control or the participant's death, disability or retirement. Notwithstanding the foregoing, the Committee could grant a maximum of 298,469 Foster Wheeler Shares as Foster Wheeler restricted shares and Foster Wheeler RSU awards without respect to these minimum vesting requirements.

Recipients of Foster Wheeler restricted shares could be granted the right to exercise voting rights with respect to restricted shares during the period of restriction.

Foster Wheeler RSUs were paid in cash, Foster Wheeler Shares, or a combination of cash and Foster Wheeler Shares as determined by the Committee. A recipient of Foster Wheeler RSUs had no voting rights with respect to such units.

The Committee could impose other requirements, such as a requirement that recipients pay a purchase price for each share of Foster Wheeler restricted stock (which would not be less than the par value of the share) or each Foster Wheeler RSU, time-based restrictions, restrictions based on the achievement of specific performance goals, time-based restrictions following the attainment of the performance goals, or holding requirements or sale restrictions placed on the Foster Wheeler Shares by Foster Wheeler upon vesting of such Foster Wheeler restricted shares or Foster Wheeler RSUs.

For any awards designed to be performance-based, the Committee established performance goals at the beginning of each performance period. The performance goals were objectively measurable and were based upon the achievement of a specified percentage or level of one or more of the following criteria, as determined by the Committee in its sole discretion: net earnings or net income (before or after taxes); earnings per share (basic or fully diluted); net sales or revenue growth; net operating profit; return measures (including, but not limited to, return on assets, capital, invested capital, equity, sales, or revenue); cash flow (including, but not limited to, operating cash flow, free cash flow, cash flow return on equity, and cash flow return on investment); earnings before or after taxes, interest, depreciation, and/or amortisation; booking activity and backlog growth (including, but not limited to, as measured in man-hours, future revenues, Foster Wheeler scope and/or contract profit); gross or operating margins; productivity ratios; share price (including, but not limited to, growth measures and TSR); expense targets; leverage targets (including, but not limited to, absolute amount of consolidated debt, EBITDA/consolidated debt ratios and/or debt to equity ratios); credit rating targets; margins; operating efficiency; safety; market share; customer satisfaction; working capital targets; economic value added, or EVA (net operating profit after tax minus the sum of capital multiplied by the cost of capital); developing new products and lines of revenue; reducing operating expenses; developing new markets; meeting completion schedules; developing and managing relationships with regulatory and other governmental agencies; managing cash; managing claims against Foster Wheeler, including litigation; and identifying and completing strategic acquisitions.

The performance goals for any performance period could differ among participants, could be based on Foster Wheeler's performance as a whole, the performance of a subsidiary, division, department, region, function or business unit, or the performance of the individual and could be measured on an absolute basis or in relation to Foster Wheeler's peers or an index. Awards granted

under the Foster Wheeler Omnibus Plan could contain such additional terms and conditions, not inconsistent with the terms of the Foster Wheeler Omnibus Plan, as the Committee determined. The Committee could amend or adjust the performance measures or other terms and conditions of an outstanding award in recognition of unusual or non-recurring events, but in the case of an award that was intended to qualify under section 162(m) of the Code, only to the extent such adjustment would not cause any portion of the award to be non-deductible pursuant to section 162(m) of the Code.

The Foster Wheeler Omnibus Plan provided that the Committee could grant Foster Wheeler performance shares and Foster Wheeler PRSUs, which were payable after a performance period determined by the Committee. The value of a grant of Foster Wheeler performance shares or Foster Wheeler PRSUs at the time the Foster Wheeler Shares become payable was determined by the extent to which certain performance goals had been achieved. As mentioned above, the Committee sets performance goals in its discretion.

Performance shares and performance units were payable in the form of cash or in fully paid common shares (or in a combination thereof) equal to the value of the earned performance shares or performance units at the close of the applicable performance period.

The Committee could grant cash-based awards and other types of equity-based or equity-related awards not otherwise described by the terms of the Foster Wheeler Omnibus Plan (including the grant or offer for sale of unrestricted Foster Wheeler Shares) under the Foster Wheeler Omnibus Plan in such amounts and upon such terms as the Committee determined. Such awards could involve the transfer of actual fully paid Foster Wheeler Shares or payment in cash or otherwise of amounts based on the value of Foster Wheeler Shares and could include, without limitation, awards designed to comply with or take advantage of the applicable local laws of jurisdictions other than the United States.

Other share-based awards were expressed in terms of Foster Wheeler Shares or units based on Foster Wheeler Shares, as determined by the Committee. The Committee could establish performance goals in its discretion. If the Committee exercised its discretion to establish performance goals, the number and/or value of cash-based awards or other share-based awards that were paid depended on the extent to which the performance goals were met. The cash or services received by Foster Wheeler in exchange for Foster Wheeler Shares had a value not less than the aggregate par value of any Foster Wheeler Shares issued as part of such other share-based award.

Awards under the Foster Wheeler Omnibus Plan could be forfeited if the recipient engaged in competitive activities during employment or within six months after termination of employment or if the recipient's employment or service was terminated by Foster Wheeler for cause. Upon forfeiture, Foster Wheeler had the right (but not the obligation) to repurchase any or all forfeited Foster Wheeler Shares for $0.001 per share.

The Foster Wheeler Omnibus Plan required forfeiture of awards if and as required under Section 304 of the Sarbanes-Oxley Act of 2002 or Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

The Foster Wheeler Omnibus Plan did not permit Foster Wheeler options to be repriced, replaced, or regranted through cancellation, or by lowering the exercise price of a previously granted Foster Wheeler option, without prior shareholder approval. In addition, without prior shareholder approval the Foster Wheeler Omnibus Plan did not allow Foster Wheeler options to be repurchased or cancelled in exchange for payment if the option or grant price was less than the fair market value of the shares covered by the Foster Wheeler option. Also, the Foster Wheeler Omnibus Plan did not permit the granting of discounted Foster Wheeler options and does not contain an evergreen provision.

Unless otherwise determined by the Committee, awards granted under the Foster Wheeler Omnibus Plan could not be transferred except by will or the laws of descent and distribution and, during his or her lifetime, any Foster Wheeler options or awards could be exercised only by the participant or his or her legal representative.

The Committee determined the extent to which a participant who is granted restricted shares had the right to receive dividends and the extent to which participants who receive Foster Wheeler RSUs, Foster Wheeler options, Foster Wheeler SARs or other awards were granted the right to additional compensation, or dividend equivalents, based on the dividends declared on Foster Wheeler Shares that were subject to any award. Any crediting of dividends or dividend equivalents was subject to the same restrictions and conditions as the underlying award. For avoidance of doubt, dividends or dividend equivalents with respect to any award subject to the achievement of performance goals was only paid to the extent the award vested and the performance goals were achieved.

In the event of any corporate event or transaction, including, but not limited to a merger, recapitalisation, share dividend, share split, reverse share split, distribution of Foster Wheeler Shares or property, combination or exchange of Foster Wheeler Shares, or any similar corporate event or transaction, a change in the authorised number of Foster Wheeler Shares, or a change in Foster Wheeler's capitalisation, the Committee in its discretion, in order to prevent dilution or enlargement of participants' rights under the Foster Wheeler Omnibus Plan, could make an appropriate adjustment consistent with applicable provisions of the Code and applicable US Treasury Department rulings and regulations:

No AMFW director (including Mr Masters) or member of senior management has or has had (i) any material interest in any transaction with AMFW or any of its subsidiaries, including Foster Wheeler, or (ii) any interest in any transaction which is or was unusual in its nature or conditions or is or was significant to the business of AMFW and which was effected by AMFW or any of its subsidiaries in the preceding three financial years, other than the Offer and the Squeeze-Out Merger and any agreements entered into in connection therewith, as described elsewhere in this prospectus. There are no outstanding loans or guarantees provided by any members of the AMFW Group for the benefit of AMFW directors or senior management during this period.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL HOLDERS, DIRECTORS AND MANAGEMENT OF AMFW

To the knowledge of management: (i) AMFW is not directly or indirectly owned or controlled (a) by another corporation or (b) by any foreign government; and (ii) there are no arrangements the operation of which may at a subsequent date result in a change in control of AMFW. To the knowledge of AMFW's management, there is no controlling shareholder of AMFW.

As at 15 December 2014, the issued share capital of AMFW consisted of 388,875,843 ordinary shares, of which 5,443,791 were held in treasury. As at 15 December 2014, 411 record holders of AMFW shares, holding an aggregate of 4,057,195 AMFW shares (1.0433 per cent.), were listed as having addresses in the United States.

The following table presents, to the knowledge of AMFW's management on the basis of notification received under the UK Disclosure and Transparency Rules, or the DTRs, and other notifications received from shareholders by AMFW, information regarding the total amount of AMFW shares directly or indirectly owned by AMFW's major shareholders, including, in accordance with applicable UK regulations, each shareholder that is known to AMFW to have voting rights of 3 per cent. or more as at 15 December 2014:

To the knowledge of management, none of the above shareholders hold voting rights which are different from those held by AMFW's other shareholders and there are no shareholdings that carry special rights relating to control of AMFW.

In accordance with the DTRs, share transfers by major shareholders of greater than 1 per cent. must be reported to AMFW. The following table presents the highest and lowest share ownership positions for each of AMFW's major shareholders during the past three years to the best of AMFW's knowledge:

AMFW was not notified of any share transfers by major shareholders greater than 1 per cent. during the year ended 31 December 2012.

The following table presents, to the knowledge of AMFW's management, information regarding the total amount of AMFW shares, directly or indirectly, owned by current and future AMFW's directors (and each of their connected persons) and senior management as at 15 December 2014 (excluding shares underlying unexercised options):



Directors
John Connolly	35,538		0.009
Samir Brikho	1,894,682		0.487
Ian McHoul	318,443		0.082
Tim Faithfull⁽¹⁾	10,000		0.003
Simon Thompson	4,744		0.001
Neil Carson	5,000		0.001
Colin Day	21,446		0.006
Linda Adamany	3,100		0.001
J. Kent Masters	178,745	⁽²⁾	0.028
Stephanie S. Newby	21,899	⁽²⁾	0.006
Senior Management
Simon Naylor	84,564		0.022
Gary T. Nedelka	17,330	⁽²⁾	0.004
John Pearson	37,135		0.010
Roberto Penno	20,699	⁽³⁾	0.005

The following table presents the options and awards relating to AMFW shares held by certain of its directors and senior management as at 15 December 2014. Awards relating to AMFW shares granted on 13 November 2014 to J. Kent Masters, Gary T. Nedelka and Roberto Penno as a result of AMFW's adoption of the Foster Wheeler Omnibus Plan pursuant to the Implementation Agreement are presented in the second table.

	Date of award				Option Exercise Price (Sharesave)		Market Price at date of award (PSP)		Vested	Exercise period

					(£)		(£)
Executive Directors
Samir Brikho	5 April 2011	—	24,120	—		—		11.92	Vested	5 Apr 2014 to 5 Oct 2015
	1 June 2011	—	11,036	—		—		11.58	Vested	5 Apr 2014 to 5 Oct 2015
	3 April 2012	—	197,194	—		—		11.41	Unvested	3 Apr 2015 to 3 Oct 2016
	28 March 2013	—	218,630	—		—		10.60	Unvested	28 Mar 2016 to 28 Sept 2017
	21 October 2011	1,335	—	—		6.74		—	Unvested	2 Jan 2015 to 30 Jun 2015
	27 March 2014	—	215,835	—		—		11.05	Unvested	27 Mar 2017 to 27 Sept 2018
	10 October 2014	1,032	—	—		8.72		—	Unvested	2 Jan 2018 to 30 June 2018
Ian McHoul	5 April 2011	—	13,407	—		—		11.92	Vested	5 Apr 2014 to 5 Oct 2015
	1 June 2011	—	6,133	—		—		11.58	Vested	5 Apr 2014 to 5 Oct 2015
	3 April 2012	—	109,551	—		—		11.41	Unvested	3 Apr 2015 to 3 Oct 2016
	28 March 2013	—	121,461	—		—		10.60	Unvested	28 Mar 2016 to 28 Sept 2017
	11 October 2013	1,046	—	—		8.60		—	Unvested	2 Jan 2017 to 30 Jun 2017
	27 March 2014	—	119,908	—		—		11.05	Unvested	27 Mar 2017 to 27 Sept 2018
Senior Management
Simon Naylor	3 April 2012	—	43,293	—		—		11.41	Unvested	3 Apr 2015 to 3 Oct 2016
	28 March 2013	—	74,102	—		—		10.60	Unvested	28 Mar 2016 to 28 Sept 2017
	21 October 2011	1,335	—	—		6.74		—	Unvested	2 Jan 2015 to 30 Jun 2015
	27 March 2014	—	71,530	—		—		11.05	Unvested	27 Mar 2017 to 27 Sept 2018
	10 October 2014	669	—	—		8.93		—	Unvested	20 Dec 2016 to 10 Jan 2017
John Pearson	5 April 2011	—	4,819	—		—		11.92	Vested	5 Apr 2014 to 5 Oct 2015
	1 June 2011	—	2,836	—		—		11.58	Vested	5 Apr 2014 to 5 Oct 2015
	3 April 2012	—	42,066	—		—		11.41	Unvested	3 Apr 2015 to 3 Oct 2016
	28 March 2013	—	62,263	—		—		10.60	Unvested	28 Mar 2016 to 28 Sept 2017
	21 October 2011	1,335	—	—		6.74		—	Unvested	2 Jan 2015 to 30 Jun 2015
	27 March 2014	—	65,157	—		—		11.05	Unvested	27 Mar 2017 to 27 Sept 2018
	10 October 2014	1,032	—	—		8.72		—	Unvested	2 Jan 2018 to 30 June 2018

The following table presents the details of the replacement awards granted to J. Kent Masters, Gary T. Nedelka and Roberto Penno on 13 November 2014 pursuant to the Implementation

Agreement. No replacement awards were granted to any current directors or other current members of the senior management of AMFW.

				Market Value of AMFW Shares or Units That Have Not Vested⁽²⁾

				(£)
Current and Future Directors
J. Kent Masters	8 March 2013	121,555	⁽³⁾		1,314,010
	8 March 2013	199,295	⁽⁴⁾		2,154,379
	5 March 2014	102,534	⁽⁵⁾		1,108,393
	5 March 2014	102,534	⁽⁶⁾		1,108,393
Stephanie Newby	—	—			—
Senior Management
Gary T. Nedelka	30 November 2012	24,037	⁽⁷⁾		259,840
	8 March 2013	29,681	⁽⁸⁾		320,852
	8 March 2013	19,786	⁽³⁾		213,887
	5 March 2014	19,529	⁽⁵⁾		211,108
	5 March 2014	19,529	⁽⁶⁾		211,108
Roberto Penno	30 November 2012	20,029	⁽⁷⁾		216,513
	8 March 2013	14,134	⁽³⁾		152,789
	8 March 2013	21,201	⁽⁴⁾		229,183
	2 December 2013	18,809	⁽⁸⁾		203,325
	2 December 2013	28,215	⁽⁹⁾		305,004

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL HOLDERS AND MANAGEMENT OF FOSTER WHEELER

The following table sets forth, as at 15 December 2014, beneficial ownership of Foster Wheeler shares and AMFW shares (including AMFW shares held in the form of AMFW ADSs) by each current Foster Wheeler director, each named executive officer and all directors and executive officers of Foster Wheeler as a group. As at 15 December 2014, there were 100,126,791 Foster Wheeler shares and 388,875,843 AMFW shares outstanding excluding 5,433,791 AMFW shares held in treasury. As at 15 December 2014, AMFW through AMEC International Investments BV, held 95,395,711 Foster Wheeler shares, representing 95.275 per cent. of the outstanding Foster Wheeler shares. AMEC International Investments BV reserves its rights fully under the terms of the Offer, including the terms of the notice of guaranteed delivery, to acquire the 3,768,740 Foster Wheeler shares subject to notices of guaranteed delivery that were not validly delivered. No Foster Wheeler shares or AMFW shares reported are subject to pledge. For information on AMFW's share capital, see "Security Ownership of Certain Beneficial Holders, Directors and Management of AMFW".

The number of Foster Wheeler shares and AMFW shares beneficially owned by each shareholder is determined under rules promulgated by the SEC. The information does not necessarily indicate beneficial ownership for any other purpose. Under those rules, the number of shares of common stock or, in the case of AMFW, ordinary shares (including ordinary shares held in the form of AMFW ADSs), deemed outstanding includes shares issuable upon exercise of options held by the respective person or group which may be exercised within 60 days after 15 December 2014 and shares issuable upon the vesting and settlement of share awards or share units held by the respective person or group which may vest within 60 days after 15 December 2014. For purposes of calculating each person's or group's percentage ownership, shares of common stock or, in the case of AMFW, ordinary shares, issuable pursuant to stock options exercisable within 60 days after 15 December 2014 and shares issuable upon the vesting and settlement of share awards or share units vesting within 60 days after 15 December 2014 are included as outstanding and beneficially owned for that person or group but are not treated as outstanding for the purpose of computing the percentage ownership of any other person or group.

	Foster Wheeler⁽¹⁾						AMFW⁽¹⁾

Name of beneficial owner	Total Foster Wheeler Shares beneficially held⁽²⁾			% of Class⁽⁴⁾			AMFW Shares held		AMFW Shares held in the form of AMFW ADSs			AMFW Shares subject to Sharesave options⁽⁵⁾		AMFW Shares subject to PSP awards⁽⁶⁾		AMFW Share units⁽⁷⁾		Total AMFW Shares beneficially held⁽²⁾		% of Class⁽⁸⁾
Ian McHoul		99,164,451	⁽³⁾		99.04	⁽³⁾		318,443		—			—		19,540		—		337,983		*
Umberto della Sala		—			—			—		—			—		—		—		—		*
Tarun Bafna		99,164,451	⁽³⁾		99.04	⁽³⁾		6,448		—			628		—		—		7,026		*
Samir Brikho		99,164,451	⁽³⁾		99.04	⁽³⁾		1,894,682		—			1,335		35,156		—		1,931,173		*
J. Kent Masters		99,164,451	⁽³⁾		99.04	⁽³⁾		—		178,745	⁽⁹⁾		—		—		525,918		704,663		*
Stephanie S. Newby		99,164,451	⁽³⁾		99.04	⁽³⁾		—		21,899			—		—		—		21,899		*
Franco Baseotto		—			—			—		31,552			—		—		132,793		164,345		*
Roberto Penno		99,164,451	⁽³⁾		99.04			7,368		13,331			—		—		—		20,699		*
Beth B. Sexton		—			—			—		—			—		—		50,585		50,585		*
All current directors and executive officers as a group (13 persons)		99,164,451	⁽³⁾		99.04	⁽³⁾		2,270,084		240,302			3,298		54,696		—		2,568,380		*

(2): The number of shares indicated as being held by each person listed in this table (including each person comprising the group of all of Foster Wheeler's current directors and executive officers) includes shares that are individually or jointly owned, as well as shares over which such person has either sole or shared investment or voting authority.
(3): Represents 95,395,711 Foster Wheeler shares held of record by AMEC International Investments BV and includes 3,768,740 Foster Wheeler shares subject to notices of guaranteed delivery that were not validly delivered. Notwithstanding the foregoing, AMEC International Investments BV reserves its rights fully under the terms of the Offer, including the terms of the notice of guaranteed delivery, to acquire such Foster Wheeler shares. AMEC International Investments BV is a wholly-owned subsidiary of AMFW. AMFW and its current directors and officers may therefore be deemed to be indirect beneficial owners of the Foster Wheeler shares held by AMEC International Investments BV. Each of the directors and officers of AMFW disclaims beneficial ownership of the Foster Wheeler shares held by AMEC International Investments BV.
(4): The percentages for each person and the group are calculated based on (A)(i) the number of Foster Wheeler shares held by such person or group, as the case may be, plus (ii) the number of shares that may be acquired currently or within 60 days after 15 December 2014 by such person or group, as the case may be, divided by (B)(i) the number of Foster Wheeler's outstanding shares as at 15 December 2014, plus (ii) the number of shares that may be acquired currently or within 60 days after 15 December 2014 by such person or group, as the case may be.
(5): Represents AMFW shares that may be acquired currently or within 60 days after 15 December 2014 through the exercise of share options to purchase AMFW shares.
(6): Represents AMFW shares that may be acquired currently or within 60 days after 15 December 2014 through the vesting of share awards under the PSP. Share awards do not have any voting or dividend rights.
(7): Represents restricted share units issued under the Foster Wheeler Omnibus Plan which may be acquired or converted into shares currently or within 60 days after 15 December 2014 due to vesting rights. Share units do not have any voting or dividend rights.
(8): The percentages for each person and the group are calculated based on (A)(i) the number of shares held by such person or group, as the case may be, plus (ii) the number of shares that may be acquired currently or within 60 days after 15 December 2014 by such person or group, as the case may be, divided by (B)(i) the number of AMFW's outstanding shares as at 15 December 2014, plus (ii) the number of shares that may be acquired currently or within 60 days after 15 December 2014 by such person or group, as the case may be.
(9): J. Kent Masters is the beneficial owner of 178,745 AMFW ADSs. This amount includes 107,247 AMFW ADSs that Mr Masters directly beneficially owns and 71,498 AMFW ADSs that Mr Masters indirectly beneficially owns that are held by his spouse. J. Kent Masters has shared voting power and investment power over the AMFW ADSs beneficially owned by his spouse.
*: Less than 1 per cent.

Based upon Foster Wheeler's review of Schedule 13G or Schedule 13D filings with the SEC through 15 December 2014 and other publicly available information, the following entities are known to Foster Wheeler's management to be beneficial owners of more than 5 per cent. of Foster Wheeler's registered shares, par value CHF3.00 per share, as indicated.

Section 16(a) of the Exchange Act requires Foster Wheeler's directors and executive officers and any persons who own more than 10 per cent. of Foster Wheeler's outstanding shares to file reports of holdings and transactions in Foster Wheeler's shares with the SEC. Based on Foster Wheeler's records and other information, including Foster Wheeler's review of Forms 3 and 4 filed with the SEC, Foster Wheeler believes all filings required under Section 16(a) of the Exchange Act for its directors and executive officers with respect to its shares were timely filed in 2013 and 2014.

Prior to the Offer, the following unaudited pro forma condensed combined financial information was prepared. The following unaudited pro forma condensed combined financial information was intended to illustrate the effect of the Offer assuming all Foster Wheeler shares have been exchanged in the Offer. The transaction has been accounted for by AMFW as an acquisition under IFRS 3 "Business Combinations".

The assumptions underlying the pro forma adjustments are described in the accompanying notes.

The unaudited pro forma condensed combined financial information was prepared based upon information derived from the following:

For purposes of these pro forma financial statements, it was assumed that all of the 101,041,390 outstanding Foster Wheeler shares were exchanged pursuant to the Offer. The share capital, share premium and the outstanding principal amount of the bank loans would decrease proportionately if all outstanding Foster Wheeler shares were not exchanged.

The impact if only 80 per cent. of Foster Wheeler shares were exchanged for AMFW shares and the impact if only the minimum condition of 66²/3 per cent. of Foster Wheeler shares were exchanged for AMFW shares are reflected later in this section.

The selected historical and unaudited pro forma information presented assumes the net effect of the exchange of 100 per cent. of the 101,041,390 Foster Wheeler outstanding shares in exchange for 90,917,043 AMFW shares and 1,157,000 of equity awards and cash of £945 million which will be financed by means of bank loans.

If it is assumed that only 80 per cent. of the outstanding Foster Wheeler shares (80,833,112) are tendered into the Offer in exchange for 72,733,634 AMFW shares and 1,157,000 of equity awards and cash of £756 million, the condensed combined net pro forma balance sheet effect of the transaction as

of 30 June 2014 is consistent with the unaudited pro forma condensed combined balance sheet other than:

In addition, the effect on income from continuing operations for the six months ended 30 June 2014 is a £2 million lower pro forma adjustment to finance expense, reflecting a reduction in the pro forma adjustment from £25 million to £23 million, the recording of income attributable to non-controlling interests of £5 million; and a decrease to the basic and adjusted EPS of 0.01 pence and 0.01 pence, respectively.

In addition, the effect on income from continuing operations for the annual period ended 31 December 2013 is a £4 million lower pro forma adjustment to finance expense, reflecting a reduction in the pro forma adjustment from £42 million to £38 million, the recording of income attributable to non-controlling interests of £17 million; and a decrease to the basic and adjusted EPS of 0.4 pence and 0.4 pence, respectively.

If it is assumed that only 66²/3 per cent. of the outstanding Foster Wheeler shares (67,364,288) are tendered into the Offer in exchange for 60,614,392 AMFW shares and 1,157,000 of equity awards and cash of £630 million, the condensed combined net pro forma balance sheet effect of the transaction as of 30 June 2014 is consistent with the unaudited pro forma condensed combined balance sheet other than:

In addition, the effect on income from continuing operations for the six months ended 30 June 2014 is a £3 million lower pro forma adjustment to finance expense from £25 million to £22 million, the recording of income attributable to non-controlling interests of £9 million, and a decrease to the basic and adjusted EPS of 0.7 pence and 0.7 pence, respectively.

In addition, the effect on income from continuing operations for the annual period ended 31 December 2013 is a £6 million lower pro forma adjustment to finance expense from £42 million to £28 million, the recording of income attributable to non-controlling interests of £28 million, and a decrease to the basic and adjusted EPS of 0.8 pence and 0.8 pence, respectively.

The transaction has been accounted for by AMFW using the acquisition method pursuant to IFRS 3 "Business Combinations". Under the acquisition method, assets and liabilities are recorded at their fair value on the date of purchase and the total purchase price is allocated to the tangible and intangible assets acquired and liabilities, including contingent liabilities, assumed.

The pro forma adjustments give effect to events that are directly attributable to the Acquisition, are factually supportable and, with respect to the unaudited pro forma condensed combined income statement, are expected to have a continuing impact on AMFW. The unaudited pro forma condensed combined financial information is presented for information purposes only and reflects estimates made by AMFW's management that it considers reasonable. It does not purport to represent what AMFW's actual results of operations or financial condition would have been had the acquisition occurred on the dates indicated, nor is it necessarily indicative of future results of operations or financial condition. In addition to the matters noted above, the unaudited pro forma condensed combined financial information does not reflect the effect of anticipated cost and revenue synergies associated with combining AMFW and Foster Wheeler.

The pro forma adjustments, when prepared, were preliminary and were based upon available information and certain assumptions described in the accompanying notes to the unaudited pro forma condensed combined financial information that AMFW's management believes were reasonable under the circumstances. The detailed valuation studies were not finalised at the time the unaudited pro forma financial information was prepared and, accordingly, the fair value adjustments reflected AMFW's management's best estimate and are subject to change once the detailed analyses are completed as additional information becomes available. These adjustments may be material. AMFW's access to information to make such estimates was limited until the completion of the Acquisition and therefore certain market based assumptions were used when data was not available. However, AMFW's management believes the fair values recognised are based on reasonable estimates based on currently available information. A final determination of the fair value of assets and liabilities acquired will be based on the actual assets and liabilities of Foster Wheeler that exist as of the closing date of the Acquisition. In addition, the evaluation of the consideration to be paid by AMFW upon the completion of the Acquisition will be partly determined based on the closing price of AMFW shares on the closing date of the Acquisition.

The unaudited pro forma condensed combined financial information should be read in conjunction with the information contained in the sections entitled "Risk Factors", "Cautionary Statement Regarding Forward-Looking Statements", "Selected Historical Consolidated Financial Data of AMFW", "Selected Historical Consolidated Financial Data of Foster Wheeler", "Operating and Financial Review of AMFW", "Operating and Financial Review of Foster Wheeler" and the audited annual and unaudited interim consolidated financial statements of AMFW and Foster Wheeler and the accompanying notes included elsewhere in this prospectus.

Certain financial statement line items from the consolidated financial statements of Foster Wheeler are not separately presented in the consolidated financial statements of AMFW and have been grouped so their presentation is consistent with the presentation of AMFW's consolidated financial statements. The following groupings were made to the unaudited pro forma condensed combined income statement for the six months ended 30 June 2014 and the year ended 31 December 2013:

The following groupings were made to the unaudited pro forma condensed combined balance sheet as at 30 June 2014:

	As at 30 June 2014

	($ millions)			(£ millions)
Other receivables:
Notes and accounts receivable—long-term		14			8
Asbestos-related insurance recovery receivable		117			68
Other assets		149			87

Other receivables		280			163



Cash and cash equivalents:
Cash and cash equivalents		519			304
Restricted cash		37			22

Cash and cash equivalents		556			326



Trade and other receivables:
Accounts and notes receivable		764			447
Contracts in process		202			118
Other current assets		39			23
Less: Inventory (component of other current assets)		(14	)		(8	)

Trade and other receivables		991			580



Deferred tax assets:
Deferred tax assets—non-current		48			28
Deferred tax assets—current (component of prepaid deferred and refundable incomes taxes)		54			32
Less: Current tax receivable (component of prepaid deferred and refundable income taxes)		(27	)		(16	)

Deferred tax assets		75			44



Trade and other payables:
Accounts payable		(278	)		(163	)
Accrued expenses		(258	)		(151	)
Billings in excess of costs and estimated earnings on uncompleted contracts		(540	)		(316	)
Non-vested share-based compensation awards subject to redemption (temporary equity)		(15	)		(9	)

Trade and other payables		(1,091	)		(639	)



Provisions:
Asbestos-related liability		(242	)		(142	)
Other long-term liabilities		(146	)		(85	)

Provisions		(388	)		(227	)



Retained earnings:
Retained earnings		1,036			605
Accumulated other comprehensive losses		(508	)		(297	)
Treasury shares		(150	)		(88	)

Retained earnings		378			220

The current tax receivable presented as a component of prepaid, deferred and refundable income taxes in the audited consolidated financial statements as at 31 December 2013 and the unaudited consolidated financial statements as at 30 June 2014 of Foster Wheeler is separately presented in the unaudited pro forma condensed combined balance sheet.

The inventories balance presented as a component of other current assets in the audited consolidated financial statements as at 31 December 2013 and the unaudited consolidated financial statements as at 30 June 2014 of Foster Wheeler is separately presented in the unaudited pro forma condensed combined balance sheet.

The non vested share based compensation awards subject to redemption presented above as a component of trade and other payables in accordance with IFRS and AMFW's accounting policies are presented as temporary equity in accordance with US GAAP in the consolidated financial statements of Foster Wheeler.

Unaudited Pro Forma Condensed Combined Income Statement for the six months ended 30 June 2014

							Pro forma adjustments⁽¹⁾

	AMFW IFRS			Foster Wheeler US GAAP			Accounting policy and IFRS adjustments			Refinancing adjustments			Acquisition adjustments			AMFW pro forma total
	(£ millions, unless otherwise stated)
Continuing operations
Revenue		1,858			944			5	⁽²⁾		—			—			2,807
Cost of sales		(1,614	)		(795	)		(12)	⁽³⁾		—			—			(2,421	)

Gross profit		244			149			(7	)		—			—			386
Administrative expenses		(153	)		(86	)		(4)	⁽⁴⁾		—			(39)	⁽⁴⁾		(282	)
Loss on business disposals and closures		(15	)		—			—			—			—			(15	)

Profit/(loss) before net financing expense		76			63			(11	)		—			(39	)		89
Financial income		5			2			—			—			—			7
Financial expense		(4	)		(1	)		(14	)		(12	)		1			(30	)
Net financing expense		1			1			(14)	⁽⁵⁾		(12)	⁽⁵⁾		1	⁽⁵⁾		(23	)
Share of post-tax results of joint ventures		6			6			—			—			—			12
Profit/(loss) before income tax		83			70						(12	)		(38	)		78
Income tax		(24	)		(10	)		—			4	⁽⁶⁾		9	⁽⁶⁾		(21	)

Profit/(loss) for the period from continuing operations		59			60			(25	)		(8	)		(29	)		57
Earnings per shares
Basic (pence)⁽⁷⁾		20.2															14.8
Diluted (pence)⁽⁷⁾		19.8															14.6
Weighted average number of shares
Basic (millions)⁽⁷⁾		294															385

																			Pro forma adjustments

	AMFW IFRS									Foster Wheeler US GAAP									Accounting policy and IFRS adjustments									Refinancing adjustments								Acquisition adjustments								Pro forma AMFW
Continuing operations	Before intangible amortization, exceptional items and certain remeasure- ments			Amortization, exceptional items and certain remeasure- ments			Total			Before intangible amortization, exceptional items and certain remeasure- ments			Amortization, exceptional items and certain remeasure- ments			Total			Before intangible amortization, exceptional items and certain remeasure- ments			Amortization, exceptional items and certain remeasure- ments			Total			Before intangible amortization, exceptional items and certain remeasure- ments			Amortization, exceptional items and certain remeasure- ments		Total			Before intangible amortization, exceptional items and certain remeasure- ments		Amortization, exceptional items and certain remeasure- ments			Total			Before intangible amortization, exceptional items and certain remeasure- ments			Amortization, exceptional items and certain remeasure- ments			Total
	(£ millions)
Revenue		1,858			—			1,858			944			—			944			5			—			5			—			—		—			—		—			—			2,807			—			2,807
Cost of sales		(1,614	)		—			(1,614	)		(795	)		—			(795	)		(3	)		(9	)		(12	)		—			—		—			—		—			—			(2,412	)		(9	)		(2,421	)

Gross profit		244			—			244			149			—			149			2			(9	)		(7	)		—			—		—			—		—			—			395			(9	)		386
Administrative expenses		(103	)		(50	)		(153	)		(71	)		(15	)		(86	)		2			(6	)		(4	)		—			—		—			—		(39	)		(39	)		(172	)		(110	)		(282	)
Loss on business disposals and closures		—			(15	)		(15	)		—			—			—			—			—			—			—			—		—			—		—			—			—			(15	)		(15	)

Profit/(loss) before net financing expense		141			(65	)		76			78			(15	)		63			4			(15	)		(11	)		—			—		—			—		(39	)		(39	)		223			(134	)		89
Financial income		5			—			5			2			—			2			—			—			—			—			—		—			—		—			—			7			—			7
Financial expense		(4	)		—			(4	)		(1	)		—			(1	)		(6	)		(8	)		(14	)		(12	)		—		(12	)		—		1			1			(23	)		(7	)		(30	)
Net financing expense		1			—			1			1			—			1			(6	)		(8	)		(14			(12	)		—		(12	)		—		1			1			(16	)		(7	)		(23	)
Share of post-tax results of joint ventures		6			—			6			6			—			6			—			—			—			—			—		—			—		—			—			12			—			12
Profit/(loss) before income tax		148	)		(65	)		83			85			(15	)		70			(2	)		(23	)		(25	)		(12	)		—		(12	)		—		(38	)		(38	)		219			(141	)		78
Income tax		(31	)		7			(24	)		(10	)		—			(10	)		—			—			—			4			—		4			—		9			9			(37	)		16			(21	)

Profit/(loss) for the period from continuing operations		117			(58	)		59			75			(15	)		60			(2	)		(23	)		(25	)		(8	)		—		(8	)		—		(29	)		(29	)		182			(125	)		57

	US dollar equivalent		Interest Rate		Annual Interest charge		Impact of ¹/8% change in the rate		Revised annual interest charge

	($ millions, unless otherwise stated)		(%)		($ millions, unless otherwise stated)		(%)		($ millions, unless otherwise stated)
Interest at fixed rate
American dollars		600.0		3.07		18.4		Fixed		18.4
Canadian dollars		150.0		3.23		4.8		Fixed		4.8
Euros		130.5		1.94		2.6		Fixed		2.6
Total fixed		880.5				25.8				25.8
Interest at variable rate
American dollars		600.0		1.61		9.7		1.74		10.4
Canadian dollars		150.0		2.58		3.9		2.71		4.1
Euros		130.5		1.60		2.1		1.73		2.3

Total variable		880.5				15.7				16.8

Fees						17.2				17.2

Total		1,761.0				58.7				59.8

Total (£ equivalent)		1,030.0				34.3				34.9

	US dollar equivalent		Interest Rate		Annual Interest charge		Impact of ¹/8% change in the rate		Revised annual interest charge

	($ millions, unless otherwise stated)		(%)		($ millions, unless otherwise stated)		(%)		($ millions, unless otherwise stated)
Interest at fixed rate
American dollars		600.0		3.07		18.4		Fixed		18.4
Canadian dollars		150.0		3.23		4.8		Fixed		4.8
Euros		130.5		1.94		2.6		Fixed		2.6
Total fixed		880.5				25.8				25.8
Interest at variable rate
American dollars		600.0		1.61		9.7		1.74		10.4
Canadian dollars		150.0		2.58		3.9		2.71		4.1
Euros		130.5		1.60		2.1		1.73		2.3

Total variable		880.5				15.7				16.8

Fees						17.2				17.2

Total		1,761.0				58.7				59.8

Total (£ equivalent)		1,030.0				34.3				34.9

Unaudited Pro Forma Condensed Combined Income Statement for the Year ended 31 December 2013

							Pro forma adjustments⁽¹⁾

	AMFW IFRS			Foster Wheeler US GAAP			Accounting policy and IFRS adjustments			Refinancing adjustments			Acquisition adjustments			Enlarged Group pro forma total
	(£ millions, unless otherwise stated)
Continuing operations
Revenue		3,974			2,106			8	⁽²⁾		—			(3)	⁽²⁾		6,085
Cost of sales		(3,431	)		(1,750	)		—	⁽³⁾		—			—	⁽³⁾		(5,181	)
Gross profit		543			356			8			—			(3	)		904
Administrative expenses		(293	)		(264	)		74	⁽⁴⁾		—			(71)	⁽⁴⁾		(554	)
Loss on business disposals and closures		(7	)		—			—			—			—			(7	)
Profit/(loss) before net financing expense		243			92			82			—			(74	)		343
Financial income		12			4			—			—			5			21
Financial expense		(14	)		(8	)		(23	)		(23	)		(1	)		(69	)
Net financing expense		(2	)		(4	)		(23)	⁽⁵⁾		(23)	⁽⁵⁾		4	⁽⁵⁾		(48	)
Share of post-tax results of joint ventures		14			10			—			—			14	⁽⁶⁾		38
Profit/(loss) before income tax		255			98			59			(23	)		(56	)		333
Income tax		(69	)		(33	)		6			4			21	⁽⁷⁾		(71	)
Profit/(loss) for the year from continuing operations		186			65			65			(19	)		(35	)		262
Earnings per shares
Basic (pence)⁽⁸⁾		63.8															68.8
Diluted (pence)⁽⁸⁾		62.5															67.7
Weighted average number of shares
Basic (millions)⁽⁸⁾		293															384

																			Pro forma adjustments

	AMFW IFRS									Foster Wheeler US GAAP									Accounting policy and IFRS adjustments									Refinancing adjustments								Acquisition adjustments									Pro forma AMFW
Continuing operations	Before intangible amortization, exceptional items and certain remeasure- ments			Amortization, exceptional items and certain remeasure- ments			Total			Before intangible amortization, exceptional items and certain remeasure- ments			Amortization, exceptional items and certain remeasure- ments			Total			Before intangible amortization, exceptional items and certain remeasure- ments			Amortization, exceptional items and certain remeasure- ments			Total			Before intangible amortization, exceptional items and certain remeasure- ments			Amortization, exceptional items and certain remeasure- ments		Total			Before intangible amortization, exceptional items and certain remeasure- ments			Amortization, exceptional items and certain remeasure- ments			Total			Before intangible amortisation, exceptional items and certain remeasure- ments			Amortization, exceptional items and certain remeasure- ments			Total
	(£ millions)
Revenue		3,974			—			3,974			2,106			—			2,106			8			—			8			—			—		—			(3	)		—			(3	)		6,085			—			6,085
Cost of sales		(3,431	)		—			(3,431	)		(1,740	)		(10			(1,750	)		(10	)		10			—			—			—		—			—			—			—			(5,181	)		—			(5,181	)
Gross profit		543			—			543			366			(10			356			(2	)		10			8			—			—		—			(3			—			(3	)		904			—			904
Administrative expenses		(228	)		(65	)		(293	)		(206	)		(58	)		(264	)		13			61			74			—			—		—			—			(71	)		(71	)		(421	)		(133	)		(554	)
Loss on business disposals and closures		—			(7	)		(7	)		—			—			—			—			—			—			—			—		—			—			—			—			—			(7	)		(7	)
Profit/(loss) before net financing expense		315			(72	)		243			160			(68	)		92			11			71			82			—			—		—			(3	)		(71	)		(74	)		483			(140	)		343
Financial income		12			—			12			4			—			4			—			—			—			—			—		—			—			5			5			16			5			21
Financial expense		(14	)		—			(14	)		(8	)		—			(8	)		(10	)		(13	)		(23	)		(23	)		—		(23	)		—			(1	)		(1	)		(55	)		(14	)		(69	)
Net financing expense		(2	)		—			(2	)		(4	)		—			(4	)		(10	)		(13	)		(23	)		(23	)		—		(23	)		—			4			4			(39	)		(9	)		(48	)
Share of post-tax results of joint ventures		14			—			14			24			(14	)		10			—			—			—			—			—		—			—			14			14			38			—			38
Profit/(loss) before income tax		327			(72	)		255			180			(82	)		98			1			58			59			(23	)		—		(23	)		(3	)		(53	)		(56	)		482			(149	)		333
Income tax		(67	)		(2	)		(69	)		(33	)		—			(33	)		6			—			6			4			—		4			1			20			21			(89	)		18			(71	)
Profit/(loss) for the year from continuing operations		260			(74	)		186			147			(82	)		65			7			58			65			(19	)		—		(19	)		(2	)		(33			(35	)		393			(131	)		262

	US dollar equivalent		Interest Rate		Annual interest charge		Impact of ¹/8% change in the rate		Revised annual interest charge

	($ millions, unless otherwise stated)		(%)		($ millions, unless otherwise stated)		(%)		($ millions, unless otherwise stated)
Interest at fixed rate
American dollars		600.0		3.07		18.4		Fixed		18.4
Canadian dollars		150.0		3.23		4.8		Fixed		4.8
Euros		130.5		1.94		2.6		Fixed		2.6

Total fixed		880.5				25.8				25.8
Interest at variable rate
American dollars		600.0		1.61		9.7		1.74		10.4
Canadian dollars		150.0		2.58		3.9		2.71		4.1
Euros		130.5		1.60		2.1		1.73		2.3

Total variable		880.5				15.7				16.8

Fees						17.2				17.2

Total		1,761.0				58.7				59.8

Total (£ equivalent)		1,063.2				37.4				38.1

	AMFW IFRS

	(£ millions)
Assets
Non-current assets
Property, plant, and equipment		39		159		(17)	⁽¹⁾	—		(10)	⁽²⁾	171
Goodwill		745		101		—		—		1,285	⁽³⁾	2,131
Intangible assets		158		63		—		—		856	⁽⁴⁾	1,077
Interests in joint ventures		49		97		—		—		(21)	⁽⁵⁾	125
Derivative financial instruments		1		—		—		—		—		1
Retirement benefit assets		102		—		—		—		—		102
Other receivables		24		164		(11)	^(1)(6)(7)	—		—		177
Deferred tax assets		38		45		(3)	⁽⁸⁾	—		20	⁽⁸⁾	100

Total non-current assets		1,156		629		(31	)	—		2,130		3,884



Current assets
Inventories		5		8		—		—		—		13
Trade and other receivables		994		579		—		(5)	⁽¹²⁾	(54)	⁽⁹⁾	1,514
Derivative financial instruments		4		—		—		—		—		4
Current tax receivable		13		16		—		—		—		29
Bank deposits (more than three months)		22		—		—		—		—		22
Cash and cash equivalents (excluding bank overdrafts)		176		303		22	⁽¹⁰⁾	(5)	⁽¹²⁾	(55)	⁽¹¹⁾	441
Restricted cash		—		22		(22)	⁽¹⁰⁾	—		—		—

Total current assets		1,214		928		—		(10	)	(109	)	2,023

Total assets		2,370		1,557		(31	)	(10	)	2,021		5,907



Liabilities
Current liabilities
Bank loans and overdrafts		(170	)	(10	)	—		(935)	⁽¹²⁾	—		(1,115	)
Trade and other payables		(846	)	(638	)	1	⁽¹³⁾	—		(18)	⁽¹⁴⁾	(1,501	)
Derivative financial instruments		(6	)	—		—		—		—		(6	)
Current tax payable		(74	)	(27	)	3	⁽⁸⁾	—		—		(98	)
Total current liabilities		(1,096	)	(675	)	4		(935	)	(18	)	(2,720	)
Non-current liabilities
Trade and other payables		(11	)	—		—		—		—		(11	)
Retirement benefit liabilities		(63	)	(62	)	(17)	⁽¹⁵⁾	—		—		(142	)
Deferred tax liabilities		(13	)	(25	)	7	⁽⁸⁾	—		(141)	⁽⁸⁾	(172	)
Provisions		(155	)	(227	)	34	⁽¹⁶⁾	—		(391)	⁽¹⁶⁾	(739	)
Long-term debt		—		(60	)	—		—		(18)	⁽¹⁷⁾	(78	)
Total non-current liabilities		(242	)	(374	)	24		—		(550	)	(1,142	)

Total liabilities		(1,338	)	(1,049	)	28		(935	)	(568	)	(3,862	)

Net assets		1,032		508		(3	)	(945	)	1,453		2,045

	Amount

	(£ millions)
Calculation of consideration
Preliminary estimate of fair value of AMFW shares issued^(a)		1,006
Preliminary estimate of fair value of purchase of Foster Wheeler shares^(a)		945
Preliminary estimate of fair value of equity awards issued^(a)		22
Fair value of total consideration transferred		1,973
Recognised amounts of identifiable assets acquired and liabilities assumed
Fair value of Foster Wheeler net liabilities^(b)		(290	)
Less transaction costs expected to incur^(b)		(27	)
Net liabilities to be acquired		(317	)
Preliminary allocation of consideration to fair value of assets acquired
Product rights and other intangibles^(c)		919
Minority interest		(15	)
Goodwill^(d)		1,386

Notes:

(a)

Preliminary estimate of fair value of AMFW shares issued to Foster Wheeler shareholders and cash paid to Foster Wheeler shareholders was estimated based on 101,041,390 of Foster Wheeler shares outstanding multiplied by the exchange ratio of 0.8998 and AMFW's share price.

Preliminary estimate of fair value of equity awards issued relates to certain options and share awards of Foster Wheeler that will be replaced with AMFW options and AMFW share awards. The fair value of AMFW options and AMFW share awards that will replace Foster Wheeler options and Foster Wheeler share awards attributable to pre-combination service is recognised as part of the purchase consideration transferred. These share awards include performance and restricted shares.

The number of AMFW shares issued to Foster Wheeler shareholders is dependent on the number of Foster Wheeler shares, Foster Wheeler share awards and Foster Wheeler options outstanding on the date of the Acquisition.

The fair value of AMFW shares and AMFW equity awards was estimated based on the closing price of Foster Wheeler shares of $32.00. An increase or decrease to the AMFW share price of 20 per cent. will result in a corresponding increase or decrease in the purchase price, with a corresponding change to goodwill of £395 million.

The actual purchase price will fluctuate until the date of acquisition and therefore the final valuation could differ significantly from the current estimate.

(b)

Reflects the acquisition of the fair value of net liabilities of Foster Wheeler as at 30 June 2014 and the transaction costs expected to be incurred by Foster Wheeler.

(c)

£919 million has been included in respect of the fair value of identified intangible assets. These will be amortised over their respective economic life.

The fair value of identifiable intangible assets is determined primarily using the "income approach", which is a valuation technique that provides an estimate of the fair value of an

(4)

Intangible assets as reported in Foster Wheeler's unaudited consolidated financial statements have been eliminated as part of the transaction. For the purposes of the unaudited pro forma condensed combined balance sheet, a valuation exercise of Foster Wheeler's intangible assets has been undertaken, including customer relationships, technology, trade name, order backlog and favourable contracts. These intangibles will be amortised through the income statement in accordance with their useful economic lives.

(5)

Following a review of the joint venture investments held by Foster Wheeler and their respective carrying values, AMFW has recorded a preliminary adjustment to reflect the fair value of the interest in joint ventures.

(6)

AMFW has discounted the asbestos related insurance recovery receivable in line with IFRS accounting. The US only asbestos related insurance recovery amounted to £68 million as at 30 June 2014. This has been discounted using a long term US treasury yield discount rate, which has resulted in a decrease in the receivable of £(5) million.

(7)

The £(6) million reduction in addition to the £(5) million reduction noted in note 6 above account for the £(11) million reduction in other receivables. The £(6) million reduction is held on the Foster Wheeler balance sheet with deferred tax assets. The £(6) million reduction is comprised of the following adjustments. Under US GAAP, a lease was classified as an operating lease (where Foster Wheeler is the lessor) and the respective property, plant and equipment was capitalised. Under IFRS, this operating lease has been determined to be a finance lease (with Foster Wheeler as the lessor) and the property, plant and equipment has been derecognised and replaced with a finance lease receivable in the amount of £17 million. Further, under US GAAP, a deferred tax asset of £(23) million has been recognised in respect of the intercompany transfer of intellectual property in respect of technology and the Foster Wheeler trade name in 2000. Under IFRS, the deferred tax asset would be recognised at the tax rate of the acquiring entity and disclosed within deferred tax assets. This adjustment therefore removes the deferred tax asset reported within other assets.

(8)

AMFW has reallocated £(8) million of the deferred tax asset reported by Foster Wheeler between current tax payable £(3) million and deferred tax liabilities £(5) million. This adjustment has been made in order to reflect the impact of jurisdictional netting of current and deferred tax balances in line with IFRS.

As described under note 7 above, under IFRS, a deferred tax asset in respect of the intercompany transfer of IP would be recognised at the tax rate of the acquiring entity. Accordingly, a deferred tax asset of £4 million has been recognised and disclosed within deferred tax assets.

A net increase in deferred tax assets of £1 million has been recognised in respect of deferred tax adjustments on other US GAAP to IFRS adjustments.

Under US GAAP Foster Wheeler has been spreading the benefit associated with an investment tax credit over the 20 year life of the asset by carrying a deferred tax liability on the balance sheet. As of 30 June 2014 the deferred tax liability held on the balance sheet was £3 million. Under IFRS

this credit would be taken through the income statement in the year it occurred. As such, the £(3) million has been removed from deferred tax liabilities as part of the IFRS proforma adjustments.

Foster Wheeler recognised deferred tax liabilities of £16 million on goodwill and intangibles in respect of historical acquisitions. These have been reversed as part of the fair value of identifiable intangible assets and goodwill. As identified by the fair value of identifiable intangible assets, deferred tax liabilities of £(157) million have been recognised on certain intangibles at the appropriate tax rate based on the jurisdictional split.

AMFW has performed a preliminary review of the contingent liabilities and, where appropriate, has made preliminary provisions for these on the balance sheet of £20 million. Where these provisions are in the United States, AMFW has not recognised a deferred tax asset due to uncertainties over the likely future recoverability of such assets in the United States.

(9): Following a review of the customer reserves, AMFW has recorded an increase to accounts receivable reserves to reflect AMFW's management judgement and the reasonably possible estimate of the recoverable value of outstanding accounts receivable as at 30 June 2014.
(10): In accordance with AMFW accounting policies, restricted cash of £22 million has been reclassified to cash and cash equivalents.
(11): Transaction costs for both AMFW and Foster Wheeler are expected to total £60 million of which £5 million relates to fees in respect of bank loans to finance the transaction. This adjustment has been included as if these costs had been paid as at 30 June 2014 and the pro forma cash balance has been reduced accordingly.
(12): This adjustment relates to new bank loans of £945 million to be entered into to finance the transaction net of financing costs of £10 million of which £5 million was paid in the six months ended 30 June 2014 by AMFW and had been recorded as a prepayment in trade and other receivables.
(13): Foster Wheeler has a different revenue recognition policy on lump sum and cost reimbursable work compared to AMFW. Foster Wheeler's policy is based on physical progress of a contract; however, AMFW's policy is to recognise revenue in proportion to the stage of completion of a contract, assessed by reference to costs incurred to date as a percentage of total forecast costs. Consequently, a pro forma adjustment arises to the liability for payments on account in excess of gross amounts due from customers. Please also refer to footnote 2 to the unaudited pro forma condensed combined income statement for the year ended 31 December 2013, which compares and contrasts the AMFW and Foster Wheeler revenue recognition policies.
(14): Represents the £3 million fair value adjustments to deferred revenue balances in respect of uncompleted contracts and £(21) million in respect of employee liabilities.
(15): This adjustment relates to the increase in the estimated net pension liability of Foster Wheeler. Under IFRS the estimated net pension liability has increased by £17 million compared to the US GAAP net pension liability reported.
(16): The acquisition adjustment of £(391) million reflects AMFW's preliminary assessment of the fair value at the date of purchase both of the liabilities for which Foster Wheeler has recognised provisions and of its contingent liabilities. Details of the adjustment are set out below:

Asbestos £(229) million—AMFW has adjusted the asbestos related provision to reflect its preliminary assessment of the future cash flows that a market participant would expect to incur in discharging the liabilities. Adjustment has been made for factors including the expected number of successful claims, expected settlement amounts and expected defence costs, and the discount rate that is applied to the adjusted cash flows has been adjusted to reflect the compensation that a

market participant would require for assuming the risk associated with the liabilities. As at 30 June 2014, the effect of adjusting the expected future cash flows was to increase the provision by £(282) million, and the effect of discounting was to reduce the provision by £53 million.

Customer claims/disputes £(102) million and environmental matters £(46) million—As disclosed by Foster Wheeler in its quarterly and annual reports on Forms 10 Q and 10 K filed on 7 August 2014 and 27 February 2014 respectively, Foster Wheeler is exposed to a number of project claims and certain environmental matters. AMFW has considered the disclosures made by Foster Wheeler in those reports and other information available to it in its due diligence examination and other information provided since execution of the Implementation Agreement. The adjustments included in the pro forma are based on AMFW's professional judgement and the reasonably possible estimate of costs associated with settling such matters. As noted in the reports referenced above, Foster Wheeler has disclosed that it cannot predict the ultimate outcome of these items at this time.

Uncertain tax positions £(14) million—This adjustment reflects AMFW's review of Foster Wheeler's tax positions in the various jurisdictions in which it operates. The provision for uncertain tax positions primarily relates to uncertainties following assessments raised by tax authorities in Europe. The provision for uncertain tax positions is preliminary and will be amended as and when additional information is available.

Additionally, the IFRS related adjustment of £34 million consists of the following:

•: £17 million related to the provision for asbestos claims, which is extended from a forecast for the next 15 years used under Foster Wheeler's US GAAP accounting policies to a forecast for the next 37 years and is discounted back to a net present value using a US Treasury yield curve discount rate; and
•: £17 million related to the deferred gain on sale leaseback transactions that was recorded on the balance sheet and amortised to the income statement under US GAAP, for which under IFRS this would have been recognised immediately in the income statement at the time of the sale and leaseback transaction. Therefore, the amortisation charge is reversed.

(17): As part of the review undertaken by AMFW of the Foster Wheeler leases, obligations totalling £9 million were identified relating to the fair value of obligations for properties subject to sale and leaseback agreements. In addition the adjustment includes a £9 million adjustment in respect of the fair value of Foster Wheeler's outstanding debt.
(18): For the purposes of the unaudited pro forma condensed combined financial information, this adjustment reflects new shares to be issued as consideration to Foster Wheeler shareholders in the Offer and also the elimination of the share capital and share premium of the Foster Wheeler company. AMFW has applied a total preliminary purchase price for the Acquisition of approximately £3.3 billion, which consists of cash, AMFW shares and replacement share based payment awards. Under the terms of the transaction, the Acquisition is currently valued at $32.00 per Foster Wheeler share. Foster Wheeler shareholders are being offered $16.00 in cash and 0.8998 in AMFW securities (in the form of AMFW shares or AMFW ADSs, at the election of Foster Wheeler shareholders) for each Foster Wheeler share held, which tendering Foster Wheeler shareholders may elect to receive as (i) $32.00 in cash or (ii) 1.7966 in AMFW securities (in the form of AMFW shares or AMFW ADSs, at the election of the Foster Wheeler shareholders), subject in each case to proration.

The following is a summary of certain US federal income tax consequences to a US Holder, as defined below, of the extinguishment of Foster Wheeler shares and the receipt therefor of AMFW securities, cash or both pursuant to the Squeeze-Out Merger, and the ownership and disposition of any AMFW securities received pursuant to the Squeeze-Out Merger. This summary is based on the tax laws of the United States, including the Internal Revenue Code of 1986, as amended, or the Code, its legislative history, existing and proposed regulations thereunder, published rulings and court decisions, as well as on the income tax treaty between the United States and the United Kingdom, or the Treaty, all as of the date hereof and all subject to change at any time, possibly with retroactive effect. This discussion is not binding on the US Internal Revenue Service, or the IRS, and it is not intended to be relied upon, and cannot be relied upon, by holders for the purpose of avoiding penalties that may be imposed under the Code. No ruling has been or will be sought or obtained from the IRS with respect to any of the US federal tax consequences discussed herein.

The discussion does not cover all aspects of US federal income taxation that may be relevant to, or the actual tax effect that any of the matters described herein will have on, a US Holder as a result of the extinguishment of Foster Wheeler shares and the receipt of AMFW securities pursuant to the Squeeze-Out Merger or, if applicable, the acquisition, ownership or disposition of AMFW securities by particular investors, and does not address state, local, non-US or other tax laws. This summary also does not address tax considerations applicable to investors that own or will own (directly or indirectly) 10 per cent. or more of the voting shares of Foster Wheeler or AMFW, nor does this summary discuss all of the tax considerations that may be relevant to certain types of investors subject to special treatment under the US federal income tax laws (such as financial institutions, insurance companies, investors liable for the alternative minimum tax or the net investment income tax, individual retirement accounts and other tax deferred accounts, tax exempt organisations, dealers in securities or currencies, investors that will hold the AMFW securities as part of straddles, hedging transactions or conversion transactions for US federal income tax purposes or investors whose functional currency is not the US dollar).

As used herein, the term "US Holder" means a beneficial owner of Foster Wheeler shares (or, following the completion of the Squeeze-Out Merger, a holder of AMFW shares or AMFW ADSs) that is, for US federal income tax purposes, (i) an individual citizen or resident of the United States; (ii) a corporation created or organised under the laws of the United States or any State thereof or the District of Columbia; (iii) an estate the income of which is subject to US federal income tax without regard to its source; or (iv) a trust if (x) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more US persons have the authority to control all substantial decisions of the trust, or (y) the trust has validly elected to be treated as a domestic trust for US federal income tax purposes.

It is assumed for purposes of this summary that each of Foster Wheeler and AMFW is not, has not at any time been, and will not be after the Squeeze-Out Merger a "controlled foreign corporation", as such term is defined in Section 957(a) of the Code.

The US federal income tax treatment of a partner in an entity treated as a partnership for US federal income tax purposes that holds Foster Wheeler shares (or, following the completion of the Squeeze-Out Merger, holds AMFW securities) will depend on the status of the partner and the activities of the partnership. Entities treated as partnerships for US federal income tax purposes should consult their tax advisers concerning the US federal income tax consequences to their partners of the Squeeze-Out Merger.

This discussion assumes that each of the Foster Wheeler shares is held as a capital asset, within the meaning of Section 1221 of the Code, in the hands of a US Holder at all relevant times and that each of the AMFW securities to be received by such US Holder as a result of the Squeeze-Out Merger will be held as a capital asset. This discussion further assumes that neither AMFW nor Foster Wheeler is a "passive foreign investment company", or PFIC, for US federal income tax purposes and that Foster Wheeler has not been a PFIC at any point in the past. AMFW does not believe that it should be treated as a PFIC, and Foster Wheeler has informed AMFW that Foster Wheeler does not believe it should be or should have been treated as a PFIC. However, the determination of whether AMFW or Foster Wheeler was, or will be, a PFIC for a tax year depends, in part, on the application of complex US federal income tax rules, which are subject to a differing interpretation, and Foster Wheeler's and AMFW's possible status as PFICs must be determined annually and therefore may be subject to change. If Foster Wheeler or AMFW were to be a PFIC in any year, materially adverse consequences could result for US Holders.

US Holders and holders of Foster Wheeler shares that are not US Holders should consult their own tax advisers regarding the application of the US federal income tax laws to their particular circumstances, as well as any tax consequences that may arise under the laws of any other relevant non-US state, local, or other taxing jurisdiction.

A US Holder who receives solely cash in exchange for extinguishment of its Foster Wheeler shares will recognise gain or loss equal to the difference between the amount of cash received by such US Holder and such US Holder's adjusted tax basis in the extinguished Foster Wheeler shares. Any gain or loss recognised by such US Holder in the extinguishment of Foster Wheeler shares for cash will generally be capital gain or loss, and will be long-term capital gain or loss if such US Holder's holding period in its Foster Wheeler shares exceeds one year as of the date of the Squeeze-Out Merger. Gain or loss, if any, realised by a US Holder in connection with the Squeeze-Out Merger generally will be treated as having a US source.

Receipt of AMFW Securities and Cash in Exchange for the Extinguishment of Foster Wheeler Shares

Certain transactions consisting of two steps may qualify as tax-deferred reorganisations under section 368(a) of the Code, or Reorganisations, if both steps are completed and are treated as having occurred pursuant to an integrated plan of reorganisation, and at least 40 per cent. of the aggregate fair market value of all outstanding target company shares are treated as having been exchanged for shares of the acquiring company. Provided the Squeeze-Out prerequisites have been satisfied, AMFW has agreed to use all reasonable endeavours to cause the Offer and the Squeeze-Out Merger together to qualify as a Reorganisation and will not take any action for the purpose of causing the Offer and the Squeeze-Out Merger not to so qualify. If the Squeeze-Out Merger is completed and is treated as having occurred pursuant to an integrated plan and at least 40 per cent. of the aggregate fair market value of all currently outstanding Foster Wheeler shares are treated as having been exchanged for AMFW securities, then the Acquisition may qualify as a Reorganisation. However, if the Squeeze-Out Merger does not occur, or if Foster Wheeler merges into Swiss MergeCo but such Squeeze-Out Merger is not treated by the IRS (and, if such Squeeze-Out Merger is challenged by the IRS, the United States courts) as having occurred pursuant to an integrated plan that includes the Offer, then the Acquisition will not qualify as a Reorganisation. Whether the Acquisition will qualify as a Reorganisation will depend on the application of complex US federal income tax laws and certain facts, some of which cannot be known until after the completion of the Offer, including whether the Squeeze-Out Merger will occur and the market value of AMFW securities at that time. Accordingly, no assurance can be provided that the Acquisition will be treated as a Reorganisation. The requirements that must be

satisfied in order for the Acquisition to qualify as a Reorganisation are complex, and each US Holder should consult its own tax adviser regarding these requirements.

If the Squeeze-Out Merger occurs, but the Acquisition nevertheless fails to qualify as a Reorganisation, a US Holder's receipt of cash and AMFW securities in exchange for the extinguishment of Foster Wheeler shares pursuant to the Squeeze-Out Merger generally will be a taxable transaction for US federal income tax purposes. In such case, a US Holder will recognise gain or loss equal to the difference between (i) the US Holder's amount realised and (ii) the US Holder's adjusted tax basis in its Foster Wheeler shares. The US Holder's amount realised is the fair market value of the AMFW securities and/or cash received. The amount and character of any gain or loss will be computed separately for each block of Foster Wheeler shares that was purchased by the US Holder in the same transaction. The US Holder's gain or loss generally will be capital gain or loss, and will be long-term capital gain or loss if such holder's Foster Wheeler shares have been held for more than one year on the date of their extinguishment. Preferential tax rates may apply to long-term capital gains of a US Holder that is an individual, estate or trust. The deductibility of capital losses is subject to limitations under the Code. For US federal income tax purposes, a US Holder's basis in any AMFW securities received will be equal to the fair market value of such AMFW securities on the date of their acquisition, and a US Holder's holding period with respect to such AMFW securities will begin on the next day.

If the Squeeze-Out Merger occurs and the Acquisition qualifies as a Reorganisation, then, except as provided below under "—Cash in Lieu of Fractional Shares", a US Holder generally will recognise gain on its receipt of AMFW securities in exchange for the extinguishment of its Foster Wheeler shares in the Squeeze-Out Merger only to the extent of the amount of any cash received and will not recognise any loss. The aggregate adjusted tax basis of a US Holder in AMFW securities received in the Squeeze-Out Merger will equal such US Holder's aggregate adjusted tax basis in its extinguished Foster Wheeler shares, increased by the amount of gain recognised and decreased by the amount of cash received by such US Holder in the Squeeze-Out Merger. The holding period of a US Holder in the AMFW securities received in the Squeeze-Out Merger will include such US Holder's holding period in its extinguished Foster Wheeler shares.

If a US Holder receives any cash in exchange for the extinguishment of its Foster Wheeler shares in the Squeeze-Out Merger, the amount of gain that such US Holder must recognise will equal the lesser of (i) the amount of cash received or (ii) the excess, if any, of (a) the sum of the fair market value of AMFW securities and cash received over (b) such US Holder's adjusted tax basis in its Foster Wheeler shares extinguished in the Squeeze-Out Merger. For this purpose, a US Holder must calculate gain or loss separately for each identifiable block of Foster Wheeler shares extinguished pursuant to the Squeeze-Out Merger. Unless the US Holder's receipt of cash is treated under Sections 302 and 356 of the Code as having "the effect of the distribution of a dividend", the holder's gain will be capital gain, and will be treated as long-term capital gain if such US Holder's holding period in its Foster Wheeler shares exceeds one year as of the date of such US holder's receipt of AMFW securities. If the US Holder's receipt of cash is considered to have "the effect of the distribution of a dividend", the US Holder's gain will be treated as dividend income to the extent of the US Holder's rateable share of the undistributed accumulated earnings and profits of Foster Wheeler as of the date of such US Holder's receipt of AMFW securities in exchange for the extinguishment of the Foster Wheeler shares, and any excess will be treated as gain from the exchange. The determination of whether a US Holder's receipt of cash is treated as having the effect of the distribution of a dividend depends upon the specific

factual circumstances particular to each US Holder. US Holders are urged to consult an independent tax adviser regarding the application of the foregoing rules.

A US Holder who receives cash in lieu of a fractional share of AMFW securities will generally be treated as having received the fractional share and then as having received cash in exchange for such fractional share. The US Holder will generally recognise capital gain or loss measured by the difference between the cash received for such fractional share and the holder's tax basis in the fractional share.

US Holders should consult their own tax advisers regarding the consequences of the Squeeze-Out Merger.

Distributions paid by AMFW out of current or accumulated earnings and profits (as determined for US federal income tax purposes) will generally be taxable to a US Holder as foreign source dividend income, and will not be eligible for the dividends received deduction allowed to corporations. Distributions in excess of current and accumulated earnings and profits will be treated as a non-taxable return of capital to the extent of the US Holder's basis in the shares and thereafter as capital gain. Because AMFW does not maintain calculations of its earnings and profits in accordance with US federal income tax accounting principles, US Holders should assume that any distribution by AMFW with respect to AMFW securities will constitute ordinary dividend income. US Holders should consult their own tax advisers with respect to the appropriate US federal income tax treatment of any distribution received from AMFW.

Dividends paid by AMFW generally will be taxable to a non-corporate US Holder at the special reduced rate normally applicable to long-term capital gains, provided AMFW qualifies for the benefits of the Treaty, which AMFW believes to be the case. A US Holder will be eligible for this reduced rate only if it has held the shares for more than 60 days during the 121 day period beginning 60 days before the ex dividend date. A US Holder will not be able to claim the reduced rate on dividends received from AMFW if AMFW is treated as a PFIC in the taxable year in which the dividends are received or in the preceding taxable year.

Dividends paid in pounds sterling will be included in income in a US dollar amount calculated by reference to the exchange rate in effect on the day the dividends are received by the US Holder, regardless of whether the pounds sterling are converted into US dollars at that time. If dividends received in pounds sterling are converted into US dollars on the day they are received, the US Holder generally will not be required to recognise foreign currency gain or loss in respect of the dividend income. If the pounds sterling are converted at a later date, any currency gains or losses resulting from the conversion of the pounds sterling generally will be treated as ordinary income from US sources.

A US Holder generally will recognise capital gain or loss upon a sale or other disposition of AMFW securities equal to the difference, if any, between the amount realised on the sale or other disposition and the US Holder's adjusted tax basis in the AMFW securities. Any gain or loss generally will be treated as arising from US sources and will be long-term capital gain or loss if the US Holder's holding period in the AMFW securities exceeds one year. However, regardless of a US Holder's actual

holding period, any loss may be long-term capital loss to the extent the US Holder receives a dividend that qualifies for the reduced rate described above under "—Dividends—General" above, and exceeds 10 per cent. of the US Holder's basis in its AMFW securities. The deductibility of capital losses is subject to limitations.

A US Holder that receives currency other than US dollars on the sale or other disposition of AMFW equity securities will realise an amount equal to the US dollar value of such currency at the spot rate on the date of sale or other disposition (or. in the case of a cash basis or an electing accrual basis taxpayer, the settlement date). A US Holder will recognise currency gain or loss if the US dollar value of the currency received at the spot rate on the settlement date differs from the amount realised. A US Holder will have a tax basis in the foreign currency received equal to its value at the spot rate on the settlement date. Any currency gain or loss realised on the settlement date or on a subsequent conversion of the foreign currency into US dollars generally will be US source ordinary income or loss.

AMFW does not believe that it should be treated as a PFIC for US federal income tax purposes, and Foster Wheeler has informed AMFW that Foster Wheeler does not believe it should be or should have been treated as a PFIC, but the determination of whether AMFW or Foster Wheeler was, or will be, a PFIC for any tax year depends, in part, on the application of complex US federal income tax rules, which are subject to differing interpretations, Each company's possible status as a PFIC must be determined annually and therefore may be subject to change. If AMFW were to be treated as a PFIC, US Holders of shares or ADSs would be required (i) to pay a special US addition to tax on certain distributions and gains on sale and (ii) to pay tax on any gain from the sale of shares or ADSs at ordinary income (rather than capital gains) rates in addition to paying the special addition to tax on this gain. Additionally, dividends paid by AMFW would not be eligible for the special reduced rate of tax described under "—Dividends—General" above. If Foster Wheeler were to be treated as a PFIC and AMFW were not to be treated as a PFIC, regardless of whether the Acquisition qualifies as a Reorganisation, then under certain proposed regulations that would have retroactive effect if finalised in their current form, a US Holder would recognise gain on the exchange of Foster Wheeler shares for AMFW securities equal to the excess (if any) of the fair market value of the Foster Wheeler shares over the US Holder's adjusted basis in the Foster Wheeler shares, such gain (if any) would be taxed at ordinary income (rather than capital gains) rates, and such gain would be subject to a special addition to tax. Prospective purchasers should consult their tax advisers regarding the potential application of the PFIC regime.

Payments of dividends and other proceeds with respect to AMFW securities or Foster Wheeler shares by a US paying agent or other US intermediary will be reported to the IRS and to the US Holder as may be required under applicable regulations. Backup withholding may apply to these payments if the US Holder fails to provide an accurate taxpayer identification number or certification of exempt status or fails to report all interest and dividends required to be shown on its US federal income tax returns. Certain US Holders are not subject to backup withholding. US Holders should consult their tax advisers as to their qualification for exemption from backup withholding and the procedure for obtaining an exemption.

US taxpayers that own certain foreign financial assets, including equity of foreign entities, with an aggregate value in excess of $50,000 at the end of the taxable year or $75,000 at any time during the taxable year (or, for certain individuals living outside the United States and married individuals filing joint returns, certain higher thresholds) may be required to file an information report with respect to

such assets with their tax returns. The AMFW securities are expected to constitute foreign financial assets subject to these requirements unless the AMFW securities are held in an account at a financial institution (in which case the account may be reportable if maintained by a foreign financial institution). US Holders should consult their tax advisers regarding the application of the rules relating to foreign financial asset reporting.

The following is a summary of the material Swiss tax consequences to Foster Wheeler shareholders of the Squeeze-Out Merger and ownership and sale of AMFW securities. The following summary does not purport to address all of the tax consequences and does not take into account the specific circumstances of any particular Foster Wheeler shareholder. This summary is based on the tax laws, regulations and regulatory practices of Switzerland as in effect on the date hereof, which are subject to change (or subject to changes in interpretation), possibly with retroactive effect.

Foster Wheeler shareholders and beneficial owners of Foster Wheeler shares are expressly advised to consult their own tax advisers with respect to the Swiss and foreign tax consequences of their participation in the transactions and their ownership and disposition of AMFW securities.

Since AMFW holds at least 90 per cent. of the outstanding Foster Wheeler voting rights held by the public after the completion of the Offer, it is intended to merge Foster Wheeler with Swiss MergeCo, whereby the remaining minority shareholders will be compensated (in cash and AMFW shares or AMFW ADSs).

The Merger Consideration paid to the shareholders of Foster Wheeler in connection with a merger could, depending on the structuring of the merger, be subject to Swiss dividend withholding tax. Among others in the interests of the shareholders of Foster Wheeler, the present Squeeze-Out Merger was structured in a way that should not result in Swiss withholding tax being levied. The Federal Tax Administration and the Tax Administration of the Canton of Zug have confirmed that the Squeeze-Out Merger is classified as a tax neutral merger for the purposes of corporate income tax and the levy of dividend withholding tax and stamp duty. Existing equity reserves from capital contributions of Foster Wheeler can be preserved and recognised at Swiss MergeCo in the amount of the net merger surplus to the extent such net merger surplus is sourced from nominal share capital and/or existing equity reserves from capital contributions of Foster Wheeler.

The following individual and corporate income tax consequences will likely result for shareholders of Foster Wheeler who are resident in Switzerland for tax purposes:

The Merger Consideration paid to the shareholders of Foster Wheeler in connection with the Squeeze-Out Merger may be subject to Swiss transfer stamp duty at an aggregate tax rate of up to 0.15 per cent., if a bank or another securities dealer in Switzerland, as defined in the Swiss Federal Stamp Tax Act, acts as an intermediary or a party to the transactions, subject to certain exemptions provided for in the Swiss Federal Stamp Tax Act.

Swiss Federal, Cantonal and Communal Income Tax and Swiss Cantonal and Communal Wealth and Capital Tax

AMFW shareholders who are not tax residents of Switzerland, and who, during the relevant taxation period, do not hold the AMFW securities through a permanent establishment or fixed place of business in Switzerland, will not be subject to any Swiss federal, cantonal and communal income tax on dividends and similar cash or in kind distributions on AMFW securities, or capital gains realised on the sale or other disposition of AMFW securities and not be subject to Swiss cantonal and communal wealth tax or capital tax.

Swiss individual shareholders who are resident in Switzerland for tax purposes and who hold their AMFW securities as private assets (Privatvermögen) are required to include dividends and similar cash or in kind distributions on AMFW securities, but not distributions based upon a capital reduction (Nennwertrückzahlungen) and reserves from capital contributions (Reserven aus Kapitaleinlagen), in their personal income tax return and are subject to Swiss federal, cantonal and communal income tax on any net taxable income for the relevant taxation period.

Capital gains resulting from the sale or other disposition of AMFW securities are not subject to Swiss federal, cantonal and communal income tax, and conversely, capital losses are not tax deductible, unless the AMFW shareholder classifies as a professional securities dealer (gewerbsmässiger Wertschriftenhändler).

These shareholders are required to report their AMFW securities as part of their private wealth and will be subject to Swiss cantonal and communal wealth tax on any net taxable wealth (including Shares).

Swiss resident corporate and individual shareholders holding their AMFW securities as part of a trade or business carried on in Switzerland, and shareholders residing abroad holding the AMFW securities through a permanent establishment or fixed place of business in Switzerland, are required to recognise any dividends and similar cash or in kind distributions, including distributions based upon a capital reduction (Nennwertrückzahlungen) and reserves from capital contributions (Reserven aus Kapitaleinlagen) received on AMFW securities and capital gains or losses realised on the sale or other disposition of AMFW securities in their income statement for the relevant taxation period and are subject to Swiss federal, cantonal and communal individual or corporate income tax on any net taxable earnings for such taxation period. The same taxation treatment also applies to Swiss resident private individuals who, for income tax purposes, are classified as professional securities dealers (gewerbsmässiger Wertschriftenhändler) for reasons of, inter alia, frequent dealings or leveraged

transactions in securities. AMFW shareholders who are corporate entities may be eligible for dividend relief (Beteiligungsabzug) in respect of distributions (including distributions based upon a capital reduction (Nennwertrückzahlungen) and reserves from capital contributions (Reserven aus Kapitaleinlagen) if the AMFW securities held by them as part of a Swiss business have an aggregate market value of at least CHF1 million.

AMFW shareholders who are individuals are required to report their AMFW securities as part of their Swiss business assets and will be subject to Swiss cantonal and communal wealth tax on any net taxable wealth (including AMFW securities), to the extent the aggregate taxable wealth is allocable to Switzerland. AMFW shareholders who are corporate taxpayers are subject to Swiss cantonal and communal capital tax on taxable capital to the extent the aggregate taxable capital is allocable to Switzerland.

Any dealings in the AMFW securities, where a bank or another securities dealer in Switzerland, as defined in the Swiss Federal Stamp Tax Act, acts as an intermediary, or is a party, to the transaction, are, subject to certain exemptions provided for in the Swiss Federal Stamp Tax Act, subject to Swiss transfer stamp duty at an aggregate tax rate of up to 0.3 per cent. of the consideration paid for the AMFW securities.

The transfer of AMFW securities for no consideration may be subject to cantonal and/or communal gift or inheritance taxes if the donor is, or the deceased was, resident for tax purposes in a canton levying such taxes.

The following is a summary of both the material terms of the AMFW shares as set forth in AMFW's Articles of Association and the material provisions of English law and AMFW's Articles of Association.

As at 31 December 2013, the issued and fully paid share capital of AMFW was £151,911,427 divided into 303,822,854 AMFW shares of 50 pence each (all of which were issued fully paid or created as fully paid). Of this number, 6,186,965 were registered as treasury shares, leaving a balance of 297,635,889 shares with voting rights. AMFW does not have authorised share capital.

As at 15 December 2014, the issued and fully paid share capital of AMFW was £194,437,921.50 divided into 388,875,843 AMFW shares of 50 pence each (all of which were issued fully paid or created as fully paid). Of this number, 5,433,791 are registered as treasury shares, leaving a balance of 383,442,052 AMFW shares with voting rights. AMFW has neither authorised nor issued any conditional share capital. AMFW has not issued convertible or exchangeable bonds, warrants or other securities granting rights to AMFW shares, other than securities granted to the AMFW Board, senior management and employees as a component of compensation. As at 15 December 2014, there were 7,863,392 Sharesave options outstanding at a weighted average exercise price of 820 pence and, as at 15 December 2014, 2,605,693 AMFW shares reserved for share awards (and held in the AMFW Employee Share Trust) under AMFW's share plans.

There are no preferential voting shares; all shares have equal voting rights and no right to a fixed income. AMFW shares carry the right to receive dividends and distributions that have been declared by AMFW. The holders of AMFW ordinary shares have the right to receive notice of, and to attend and vote at, all general meetings of AMFW. If AMFW is liquidated (whether the liquidation is voluntary or court-supervised), the liquidator is obliged to realise the assets of AMFW to its creditors, and if there is a surplus, to AMFW's shareholders according to their entitlements. Except in relation to dividends that have been declared and rights on a liquidation of AMFW, AMFW shareholders have no rights to share in the profits of AMFW. AMFW shareholders at a general meeting held on 23 October 2014 authorised an increase of its share capital by up to 90,917,043 fully paid shares of 50 pence each to be delivered as part of the consideration for the Offer. As consideration for the settlement of the Offer, AMFW issued 85,052,989 fully paid AMFW shares. As a result of such issuance, AMFW's issued and fully paid share capital was £194,437,921.50 divided into 388,875,843 AMFW shares of 50 pence each.

During the year ended 31 December 2011, 1,000,000 shares (representing 0.30 per cent. of the total called-up share capital of the company) were purchased at a total cost of £11,536,345, none of which was cancelled, and 1,922,253 shares were utilised in satisfying awards made under the UK and international Save As You Earn, or SAYE, share option schemes. As at 31 December 2011, 5,735,806 shares remained in treasury, all of which were allocated to the group's SAYE scheme awards to date.

Due to the strength of AMFW's balance sheet, on 21 February 2012 the AMFW Board commenced an on-market share buyback programme of £400 million. The buyback programme was completed on 8 February 2013. During the year ended 31 December 2012, 33,218,301 shares of 50 pence each (representing 10.79 per cent. of the total called up share capital of the company) were purchased at a total cost of £357,500,993, including commission and stamp duty. The average purchase price, excluding commission and stamp duty, was 1,069.44 pence, the highest price being 1,188.00 pence

and the lowest 923.00 pence. During the year, 29,968,301 of the shares that had been purchased by the company (representing 9.73 per cent. of the total called up share capital of the company) were cancelled. The maximum number of shares held in treasury by AMFW at any time during the year was 7,346,420 shares. As at 31 December 2012, 7,291,522 shares (representing 2.37 per cent. of the total called up share capital of the company) remained in treasury, all of which were allocated to the group's SAYE scheme awards to date. During the year 1,694,284 shares (representing 0.55 per cent. of the total called up share capital of the company) were utilised in satisfying awards made under the UK and International SAYE share option schemes.

During the year ended 31 December 2013, 4,174,716 shares of 50 pence each (representing 1.37 per cent. of the total called up share capital of the company) were purchased at a total cost of £45,260,627, including commission and stamp duty, all of which were cancelled. The average purchase price, excluding commission and stamp duty, was 1078.82 pence, the highest price being 1106.72 pence and the lowest 1032.02 pence. The maximum number of shares held in treasury by the company at any time during the year was 7,291,522 shares. As at 31 December 2013, 6,186,965 shares (representing 2.04 per cent. of the total called up share capital of AMFW) remained in treasury, all of which have been allocated to the group's SAYE share option scheme awards to date. During the year, 1,104,557 shares (representing 0.36 per cent. of the total called up share capital of AMFW) were utilised in satisfying awards made under the UK and International SAYE share option schemes. Since the completion of the £400 million share buyback programme, AMFW has not made any further purchases of its shares in the market.

AMFW's Articles of Association contain, among others, provisions to the following effect:

AMFW's objects are not restricted by its Articles of Association. Accordingly, pursuant to English law, AMFW's objects are unrestricted.

Subject to English law requirements, any resolutions passed by AMFW and any rights attached to any existing AMFW shares, AMFW may issue shares with such rights or restrictions as determined by either AMFW by ordinary resolution or, if there is no such resolution, the AMFW directors. AMFW may also issue shares which are, or are liable to be, redeemed at the option of AMFW or the holder and the AMFW directors may determine the terms, conditions and manner of redemption of any such shares.

At a general meeting, subject to AMFW's Articles of Association and any special rights or restrictions attached to any class of shares:

If any sum remains unpaid in relation to any AMFW shareholder's holding, that shareholder is not entitled to vote in relation to that holding unless the AMFW directors determine otherwise.

Neither English law nor AMFW's Articles of Association impose any limitation on the rights of non-UK residents or foreign shareholders to own AMFW shares, including the rights to hold or exercise voting rights on the AMFW shares.

Whenever the share capital of AMFW is divided into different classes of shares, the special rights attached to any class can only be changed either:

The special rights attached to any class of shares are not, unless otherwise expressly provided by the terms of issue, deemed to be varied by the creation or issue of further shares ranking equally with them.

The title to certificated shares is evidenced by entry into AMFW's register of members. Transfers of certificated shares must be effected in writing, signed by or on behalf of the transferor and, in case of partly paid shares, by or on behalf of the transferee. The transferor shall remain the holder of the shares concerned until the name of the transferee is entered in the register of members in respect of those shares.

The AMFW directors may decline to register any transfer of a certificated share, unless (i) the instrument of transfer is in respect of only one class of share; (ii) the instrument of transfer is lodged at the transfer office, duly stamped if required, accompanied by the relevant share certificate(s); and (iii) when lodged in the transfer office, it is accompanied with such other evidence reasonably required by the AMFW directors to show the transferor's right to make the transfer or, if the instrument of transfer is executed by some other person on the transferor's behalf, the authority of that person to do so.

The AMFW directors may refuse to register any transfer of partly paid AMFW shares, but, because the AMFW shares are listed in the United Kingdom, AMFW directors cannot exercise discretion in a way that would prevent open and proper dealings in the shares. The AMFW directors may also refuse to register an allotment or transfer of shares in favour of more than four persons jointly.

Transfers of uncertificated shares may be effected by means of a relevant system.

The registration of the transfer of an uncertificated share may be refused in circumstances set out in the Uncertificated Securities Regulations, 2001.

The AMFW directors may call for any amounts that are unpaid in respect of such shares. If a member fails to pay the amount due within the requisite time period, then, following notice by the AMFW directors requiring payment of the unpaid amount with any accrued interest and any expenses incurred, such share (including all dividends declared and not paid before the forfeiture) may be forfeited by a resolution of the AMFW directors to that effect.

A member whose shares have been forfeited will cease to be a member in respect of the shares, but will remain liable to pay AMFW all monies which at the date of forfeiture were presently payable together with interest. The AMFW directors may in their absolute discretion enforce payment without any allowance for the value of the shares at the time of forfeiture or for any consideration received on their disposal, or waive payment in whole or part.

A share forfeited or surrendered becomes the property of AMFW and gives AMFW the right to sell, re-allot or otherwise dispose of the shares on such terms and in such manner as the AMFW directors think fit.

AMFW has a lien on every AMFW share that is not fully paid. AMFW's lien over a share takes priority over the rights of any third-party and extends to any dividends or other sums payable by AMFW in respect of that share. The AMFW directors may waive any lien which has arisen and may resolve that any share shall for some limited period either wholly or partly be exempt from such a lien.

AMFW may, by ordinary resolution, declare final dividends to be paid to its shareholders not exceeding the amount recommended by AMFW's directors. AMFW's directors can also pay any interim dividend or fixed rate dividend if the AMFW directors believe that the profits of AMFW justify such payments. No dividends can be paid except out of AMFW's distributable reserves, as required under the Companies Act.

Unless the share rights provide otherwise, all dividends must be apportioned and paid pro rata according to the amounts paid on the shares during any portion of the period in respect of which the dividend is paid.

No dividend or other monies payable on or in respect of a share shall bear interest as against AMFW.

Any unclaimed dividends may be invested or otherwise applied for the benefit of AMFW until they are claimed. Any dividend unclaimed for 12 years from the date on which it was declared or became due for payment shall be forfeited and shall revert to AMFW.

The AMFW directors may, if authorised by ordinary resolution, offer to ordinary shareholders the right to elect to receive, in lieu of a dividend, an allotment of new ordinary shares credited as fully paid. Various provisions in relation to this are contained in AMFW's Articles of Association.

AMFW can, by ordinary resolution, increase, consolidate, or consolidate and then sub-divide its shares. AMFW may also, by special resolution and after following the requirements under the Companies Act, reduce its share capital, share premium account, capital redemption reserve or any other undistributable reserve.

An AGM of shareholders must be held every year within a period of six months of the day following AMFW's accounting reference date (which is 31 December), at such place or places, date and time as may be decided by the AMFW directors.

The AMFW directors may, whenever they think fit, call a general meeting. The AMFW directors are required to call a general meeting once AMFW has received requests from its members to do so in accordance with the Companies Act.

General meetings may be held at such time and place as determined by the AMFW directors. An AGM must be convened by giving at least 21 days' notice, while any other general meeting shall be called by notice of at least 21 days or, if the members have passed a special resolution under the Companies Act, at least 14 days. At AMFW's last AGM on 3 April 2014, a special resolution was passed authorising a general meeting (other than an AGM) to be called by giving at least 14 days' notice. This approval is effective until AMFW's next AGM, where it is intended that a similar resolution will be proposed.

Meetings may be called on shorter notice, in the case of an AGM, so long as 100 per cent. of the members entitled to attend and vote at that meeting so agree, or, in the case of any other general meeting, if 95 per cent. of the members entitled to attend and vote at that meeting so agree.

Notices of general meetings shall include all information required to be included by the Companies Act as well as specifying the general nature of any business that is not "routine business" (as defined in AMFW's Articles of Association).

For the purposes of determining which persons are entitled to attend or vote at a meeting, and how many votes such persons may cast, AMFW must specify in the notice of the meeting a time, not more than 48 hours before the time fixed for the meeting, by which a person must be entered on the register in order to have the right to attend or vote at the meeting.

No business shall be transacted at any general meeting unless a quorum is present at the time when the meeting proceeds to business. Two members present in person or by proxy shall be a quorum.

The AMFW directors may require attendees to submit to searches or put in place such arrangements or restrictions as they think fit to ensure the safety and security of attendees at a general meeting. Any member, proxy or other person who fails to comply with such arrangements or restrictions may be refused entry to, or removed from, the general meeting.

An AMFW director is not required to hold any AMFW shares by way of qualification. However, an AMFW director who is not a member of AMFW is entitled to attend and speak at general meetings.

AMFW directors' fees are determined by the AMFW directors from time to time except that the base fees of non-executive directors may not exceed £600,000 per annum in aggregate or such higher amount as determined by ordinary resolution of the AMFW shareholders. The remuneration of executive directors is set by the remuneration committee and the remuneration of non-executive directors is set by AMFW's Chairman and chief executive under delegated authority from the AMFW directors.

Any director who holds any executive office (including the office of chairman or deputy chairman), or who serves on any committee of the AMFW directors, or who performs services which in the opinion of the AMFW directors are outside the scope of the ordinary duties of an AMFW director, may be paid extra remuneration, including salary, commission or otherwise or may receive such other benefits as the AMFW directors may determine.

The AMFW directors may also reimburse any AMFW director for reasonable expenses incurred in attending and returning from meetings of AMFW directors, any committee of the AMFW directors or general meetings or otherwise in connection with the business of AMFW.

The AMFW directors have the power to pay and agree to pay gratuities, pensions or other retirement, superannuation, death or disability benefits to (or to any person in respect of) any AMFW director or ex-AMFW director and for the purpose of providing any such gratuities, pensions or other benefits to contribute to any scheme or fund or to pay premiums.

The AMFW directors may appoint one or more directors to be the holder of any executive office on such terms and for such period as they may (subject to legislation) determine and, without prejudice to the terms of any contract entered into in any particular case, may at any time revoke or vary the terms of any such appointment.

The appointment of any AMFW director to the office of chairman, senior independent director or chief executive will automatically terminate if the person ceases to be an AMFW director. However, the appointment of an AMFW director to any other executive position will not automatically terminate, unless the contract or resolution under which such person is appointed expressly states otherwise. The termination of any executive position is without prejudice to any right of such person to receive damages under his or her service contract with AMFW.

The AMFW directors may delegate any powers exercisable by them to any executive AMFW director upon such terms and conditions, and with such restrictions, as they think fit. They may, at their discretion, alter or revoke any of such delegated powers.

Under AMFW's Articles of Association, all directors retire by rotation and are eligible for re-election every three years.

Notwithstanding this provision in AMFW's Articles of Association, in line with the recommendations of the UK Code, all of the AMFW directors wishing to continue serving, and considered eligible by the AMFW Board, offer themselves for re-election at every AGM.

The retirement shall not have effect until the conclusion of the meeting, except where a resolution is passed to elect some other person in the place of the retiring AMFW director or a resolution for his or her re-election is put to the meeting and lost. Accordingly, a retiring AMFW director who is re-elected will continue in office without a break.

AMFW may, by ordinary resolution of which special notice is given, remove any director before the expiration of his or her period of office under the Companies Act, and elect another person in place of the removed director.

Such removal can take place notwithstanding any contrary provision in AMFW's Articles of Association or any contract, but is without prejudice to any claim the AMFW director may have for damages for breach of any such contract.

An AMFW director who is in any way directly or indirectly interested in a transaction or arrangement involving AMFW shall declare, in accordance with the Companies Act, the nature of his or her interest. The AMFW directors have the power to authorise (subject to any limits or conditions) such a transaction or arrangement which could give rise to a breach of the duty of an AMFW director to avoid such a conflict of interest.

An AMFW director shall not, save as otherwise agreed by him, be accountable to AMFW for any benefit which he (or a person connected with him) derives from any matter authorised by the AMFW directors and any contract, transaction or arrangement relating thereto shall not be liable to be avoided on the grounds of any such benefit.

No authorisation shall be required in the case of a matter that falls within a "permitted interest" (as defined in AMFW's Articles of Association). An AMFW director must declare the nature and extent of his or her interest, even if authorisation is not required, unless it is:

AMFW's directors also have to comply with restrictions on related party transactions discussed in "Comparison of Shareholders' Rights—Disclosure of Interests".

If an AMFW director receives information while not acting in his or her position as an AMFW director, in respect of which he owes a duty of confidentiality to a person other than AMFW, he shall not be required to disclose such information to AMFW or use such confidential information for the performance of his or her duties as an AMFW director. However, where such duty of confidentiality arises out of a situation in which the AMFW director has an actual or potential conflict of interest, it must have been permitted or authorised as described in "—AMFW Directors' Interests" above.

In addition, an AMFW director would be excused or released from the duty to disclose information under AMFW's Articles of Association if required by law.

Subject to applicable law, AMFW's Articles of Association and any resolutions of AMFW's shareholders, the business of AMFW is managed by AMFW's directors who can exercise all the powers of AMFW.

The AMFW directors may delegate any of their powers or discretions to committees appointed by them and set the terms of reference for such committees.

The committees are allowed to have non-directors with voting rights but only if:

The AMFW Board has established four committees: audit, nominations, remuneration and ethics.

All acts by any meeting of AMFW directors or of any committee would be valid as regards third parties dealing in good faith with AMFW, even if there is some defect in any appointment or in the voting process of the AMFW directors or of any committee.

The AMFW directors have the power to establish any local boards or appoint managers or agents to manage any of the affairs of AMFW, both within and outside the United Kingdom.

The AMFW directors may exercise all the powers of AMFW to borrow money, mortgage or charge any part of its business, and, subject to the Companies Act and AMFW's Articles of Association, issue debentures and other securities whether outright or as collateral security for any debt, liability or obligation of AMFW or of any third-party. The AMFW directors shall, however, restrict the borrowings of AMFW and exercise all voting and other rights in relation to its subsidiary undertakings so as to secure that amounts borrowed from and owed to persons outside the AMFW "group" (as defined in AMFW's Articles of Association) shall not, without the previous sanction of an ordinary resolution of AMFW, exceed an amount equal to two times the "adjusted capital and reserves" (as defined in AMFW's Articles of Association).

Any notice, document or information (including a share certificate) which is sent or supplied by AMFW in hard copy form, or in electronic form but to be delivered other than by electronic means, and which is sent by pre-paid post and properly addressed, shall be deemed to have been received by the intended recipient at the expiration of 24 hours (or, where second class mail is employed, 48 hours) after the time it was posted, and in proving such receipt it shall be sufficient to show that such notice, document or information was properly addressed, pre-paid and posted.

Any notice, document or information which is sent or supplied by AMFW by electronic means shall be deemed to have been received by the intended recipient at 9:00 a.m. on the day following that on which it was transmitted, and in proving such receipt it shall be sufficient to show that such notice, document or information was properly addressed.

Any notice, document or information which is sent or supplied by AMFW by means of a website shall be deemed to have been received when the material was first made available on the website or, if later, when the recipient received (or is deemed to have received) notice of the fact that the material was available on the website.

The accidental failure to send, or the non-receipt by any person entitled to, any notice of or other document or information relating to any meeting or other proceeding shall not invalidate the relevant meeting or proceeding.

A shareholder who has no registered address within the United Kingdom and has not supplied to AMFW an address within the United Kingdom for the service of notices will not be entitled to receive notices from AMFW.

The DTRs require a member to notify AMFW if the voting rights held by such member (including by way of certain financial instruments) reach, exceed or fall below three per cent. and each 1 per cent. threshold thereafter up to 100 per cent.

Pursuant to the Companies Act and AMFW's Articles of Association, AMFW may send a notice to any person who appears to be interested in AMFW shares requiring such person to confirm whether he has an interest and, if so, the details of the interest. If such person fails to comply with the notice, the holder of those shares shall not be entitled to attend or vote in respect of any of his or her shares at any shareholders' meeting, unless the AMFW directors otherwise determine.

The AMFW directors may, in their absolute discretion, where those shares represent 0.25 per cent. or more of the issued shares of a relevant class, by notice to the holder direct that, subject to certain exceptions, transfers of the shares will not be registered and any dividend or payment shall be retained by AMFW without any liability for interest pending receipt of the information (i.e., whether the person has an interest and, if so, the details of the interest) requested by AMFW. AMFW shall send the notice of direction to any other person appearing to be interested in the shares to which it relates, but any failure or omission by AMFW to do so shall not invalidate such notice.

There are no provisions in AMFW's Articles of Association that would have an effect of delaying, deferring or preventing a change in control of AMFW. However, under the City Code on Takeover and Mergers which applies to AMFW, if an acquisition of AMFW shares increases the aggregate holding of an acquirer and its concert parties (as defined in the City Code) to shares carrying 30 per cent. or more of the voting rights in AMFW, the acquirer and, depending on the circumstances, its concert parties, would be required (except with the consent of the Panel on Takeovers and Mergers) to make a cash offer for the AMFW shares at a price not less than the highest price paid for the AMFW shares by the acquirer or its concert parties during the previous 12 months. This requirement would also be triggered by any acquisition of shares by a person holding (together with its concert parties) shares carrying between 30 and 50 per cent. of the voting rights in AMFW if the effect of such acquisition were to increase that person's percentage of the voting rights.

Deutsche Bank Trust Company Americas, as the AMFW depositary, will register and deliver the AMFW ADSs. Prior to 20 October 2014, each AMFW ADS represented ownership of three AMFW shares, and as of 20 October 2014, each AMFW ADS represents ownership of one AMFW share, deposited in the United Kingdom with the office of State Street Bank & Trust Company, as custodian for the AMFW depositary. Each AMFW ADS will also represent ownership of any other securities, cash or other property which may be held by the AMFW depositary. The AMFW depositary's principal office at which the AMFW ADSs will be administered is located at 60 Wall Street, New York, NY 10005, United States.

The Direct Registration System, or DRS, is a system administered by The Depository Trust Company, or DTC, pursuant to which the AMFW depositary may register the ownership of uncertificated AMFW ADSs, which ownership shall be evidenced by periodic statements issued by the AMFW depositary to the AMFW ADS holders entitled thereto.

AMFW will not treat AMFW ADS holders as its shareholders and accordingly, you, as an AMFW ADS holder, will not have shareholder rights. English law governs shareholder rights. The AMFW depositary will be the holder of the AMFW shares underlying your AMFW ADSs. As a holder of AMFW ADSs, you will have AMFW ADS holder rights. A deposit agreement among AMFW, the AMFW depositary and you, as an AMFW ADS holder, and the beneficial owners of AMFW ADSs sets out AMFW ADS holder rights as well as the rights and obligations of the AMFW depositary. The laws of the State of New York govern the deposit agreement and the AMFW ADSs.

The following is a summary of the material provisions of the deposit agreement. For more complete information, you should read the entire deposit agreement and the form of ADR. For directions on how to obtain copies of those documents, see "Additional Information for Security Holders—Where You Can Find More Information".

If you hold AMFW ADSs directly, you are an AMFW ADS holder. This description assumes you hold your AMFW ADSs directly. AMFW ADSs will be issued through DRS unless you specifically request certificated ADRs. If you hold the AMFW ADSs indirectly, you must rely on the procedures of your broker or other financial institution to assert the rights of AMFW ADS holders described in this section. You should consult with your broker or financial institution to find out what those procedures are.

How will you receive dividends and other distributions on the AMFW shares?

The AMFW depositary has agreed to pay to you the cash dividends or other distributions it or the custodian receives on AMFW shares or other deposited securities, after deducting its fees and expenses. You will receive these distributions in proportion to the number of AMFW shares your AMFW ADSs represent as of the record date (which will be as close as practicable to the record date for AMFW shares) set by the AMFW depositary with respect to the AMFW ADSs.

The AMFW depositary will convert any cash dividend or other cash distribution AMFW pays on the ordinary shares or any net proceeds from the sale of any ordinary shares, rights, securities or other entitlements into US dollars if it can do so on a practicable basis, and can transfer the US dollars to the United States. If that is not practical or lawful or if any government approval is needed and cannot be obtained, the deposit agreement allows the AMFW depositary either to distribute the foreign currency to the AMFW ADS holders, or to hold the foreign currency for the account of the AMFW ADS holders, in which case it will not invest the foreign currency and it will not be liable for any interest.

Before making a distribution, any taxes or other governmental charges, together with fees and expenses of the AMFW depositary, that must be paid will be deducted. See "Material Tax Consequences—Material US Federal Income Tax Considerations". The AMFW depositary will distribute only whole US dollars and cents and will round up fractional cents which are more than half a cent to the nearest whole cent. If the exchange rates fluctuate during a time when the AMFW depositary cannot convert the foreign currency, you may lose some or all of the value of the distribution.

The AMFW depositary may distribute additional AMFW ADSs representing any AMFW shares AMFW distributes as a dividend or free distribution. The AMFW depositary will only distribute whole AMFW ADSs. It will sell AMFW shares which would require it to deliver a fractional AMFW ADS and distribute the net proceeds in the same way as it does with cash. If the AMFW depositary does not distribute additional AMFW ADSs, the outstanding AMFW ADSs will, to the extent permissible by law, also represent the new AMFW shares. The AMFW depositary may also sell all or a portion of the AMFW shares that it has not distributed, and distribute the net proceeds in the same way as it does with cash. Additionally, the AMFW depositary may sell a portion of the distributed AMFW shares sufficient to pay its fees and expenses, and any taxes and governmental charges, in connection with that distribution.

If AMFW offers holders of its AMFW shares the option to receive dividends in either cash or shares, the AMFW depositary, after consultation with AMFW and having received timely notice as described in the deposit agreement of such elective distribution by AMFW, has discretion to determine to what extent such elective distribution will be made available to you as a holder of the AMFW ADSs. AMFW must first instruct the AMFW depositary to make such elective distribution available to you and furnish it with satisfactory evidence within the terms of the deposit agreement that it is legal to do so. The AMFW depositary could decide it is not legal and reasonably practicable to make such elective distribution available to you. In such case, the AMFW depositary shall, on the basis of the same determination as is made in respect of the AMFW shares for which no election is made, distribute either cash in the same way as it does in a cash distribution, or additional AMFW ADSs representing AMFW shares in the same way as it does in a share distribution. The AMFW depositary is not obliged to make available to you a method to receive the elective dividend in shares rather than in AMFW ADSs. There can be no assurance that you will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of AMFW shares.

If AMFW offers holders of its AMFW shares any rights to subscribe for additional shares or any other rights, the AMFW depositary may after consultation with AMFW and having received timely

notice as described in the deposit agreement of such distribution by AMFW, make these rights available to you. AMFW must first instruct the AMFW depositary to make such rights available to you and furnish the AMFW depositary with satisfactory evidence within the terms of the deposit agreement that it is legal to do so. If the AMFW depositary decides it is not legal and reasonably practicable to make the rights available, or if rights have been made available but have not been exercised and appear to be about to lapse, the AMFW depositary may, if it determines it is lawful and reasonably practicable to do so, endeavour to sell the rights and distribute the net proceeds in the same way as it does with cash. The AMFW depositary will allow rights that are not distributed or sold to lapse. In that case, you will receive no value for them.

If the AMFW depositary makes rights available to you, it will exercise the rights and purchase the shares on your behalf. The AMFW depositary will then deposit the shares and deliver AMFW ADSs to you. It will only exercise rights if you pay it the exercise price and any other charges the rights require you to pay.

The AMFW depositary may sell a portion of the distributed rights sufficient to pay its fees and expenses, and any taxes and governmental charges, in connection with that distribution.

There can be no assurance that you will be given the opportunity to exercise rights on the same terms and conditions as the holders of AMFW shares, or be able to exercise such rights.

US securities laws may restrict transfers and cancellation of the AMFW ADSs represented by shares purchased upon exercise of rights. For example, you may not be able to trade these AMFW ADSs freely in the United States. In this case, the AMFW depositary may deliver restricted AMFW depositary shares that have the same terms as the AMFW ADSs described in this section except for changes needed to put the necessary restrictions in place.

Subject to receipt of timely notice, as described in the deposit agreement, from AMFW with the request to make any such distribution available to you, and provided the AMFW depositary has determined such distribution is lawful and reasonably practicable and in accordance with the terms of the deposit agreement, the AMFW depositary will send to you anything else AMFW distributes on deposited securities by any means it thinks is practicable. If the AMFW depositary cannot make a distribution in this way, it may endeavour to sell what AMFW distributed and distribute the net proceeds in the same way as it does with cash. If the AMFW depositary is unable to sell what AMFW distributed, it may dispose of such property in any way it deems reasonably practicable under the circumstances for nominal or no consideration. The AMFW depositary may sell a portion of the distributed securities or property sufficient to pay its fees and expenses and any taxes and governmental charges in connection with that distribution.

The AMFW depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any AMFW ADS holders. AMFW has no obligation to register AMFW ADSs, shares, rights or other securities under the Securities Act. AMFW also has no obligation to take any other action to permit the distribution of AMFW ADSs, shares, rights or anything else to AMFW ADS holders. This means that you may not receive the distributions AMFW makes on its shares or any value for them if it is illegal or impractical for AMFW to make them available to you.

The AMFW depositary will deliver AMFW ADSs if you or your broker deposit AMFW shares or evidence of rights to receive AMFW shares with the custodian. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or share transfer taxes or fees, the AMFW depositary

will register the appropriate number of AMFW ADSs in the names you request and will deliver the AMFW ADSs to or upon the order of the person or persons entitled thereto.

How do holders of AMFW ADSs cancel AMFW ADSs and obtain deposited securities?

You may turn in your AMFW ADSs at the AMFW depositary's principal office or by providing appropriate instructions to your broker. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or share transfer taxes or fees, the AMFW depositary will deliver the ordinary shares and any other deposited securities underlying the AMFW ADSs to you or a person you designate at the office of the custodian or through a book-entry delivery. Or, at your request, risk and expense, the AMFW depositary will deliver the deposited securities at its principal office, to the extent permitted by law.

How do AMFW ADS holders interchange between certificated ADRs and uncertificated ADRs?

You may surrender your ADR to the AMFW depositary for the purpose of exchanging your ADR for uncertificated AMFW ADSs. The AMFW depositary will cancel that ADR and will send you a statement confirming that you are the owner of uncertificated AMFW ADSs. Alternatively, upon receipt by the AMFW depositary of a proper instruction from a holder of uncertificated AMFW ADSs requesting the exchange of uncertificated AMFW ADSs for certificated AMFW ADSs, the AMFW depositary will execute and deliver to you an ADR evidencing those AMFW ADSs.

You may instruct the AMFW depositary to vote the AMFW shares or other deposited securities underlying your AMFW ADSs. Otherwise, you could exercise your right to vote directly if you withdraw the AMFW shares. However, you may not know about the meeting sufficiently enough in advance to withdraw the AMFW shares.

If AMFW asks for your instructions and upon timely notice from AMFW as described in the deposit agreement, the AMFW depositary will notify you of the upcoming vote and arrange to deliver AMFW's voting materials to you by regular, ordinary mail delivery, or by electronic transmission or as otherwise may be agreed between AMFW and the AMFW depositary in writing from time to time. The materials will (i) describe the matters to be voted on and (ii) explain (a) how you may instruct the AMFW depositary to vote the AMFW shares or other deposited securities underlying your AMFW ADSs as you direct and (b) that, with respect to AMFW ADSs for which no instructions are received by the AMFW depositary prior to the deadline set for such purposes, you will be deemed to have given a discretionary proxy to a person designated by AMFW. For your voting instructions to be valid, the AMFW depositary must receive them in writing on or before the date specified. If AMFW shall have timely requested that the AMFW depositary distribute materials to you in connection with a meeting at which you are entitled to vote, to the extent voting instructions are not so received by the AMFW depositary from you or the AMFW depositary receives on a timely basis voting instructions from you which fail to specify the manner in which the AMFW depositary is to vote or cause the custodian to vote the deposited securities represented by your AMFW ADSs, you shall be deemed to have instructed the AMFW depositary to give a discretionary proxy to a person designated by AMFW and the AMFW depositary shall, insofar as practicable and permitted under the provisions of or governing deposited securities, give a discretionary proxy to a person designated by AMFW to vote the deposited securities represented by the AMFW ADSs as to which such instructions are so deemed given, provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which AMFW informs the AMFW depositary that (i) AMFW does not wish to give such proxy, (ii) AMFW is aware or should reasonably be aware that substantial

opposition exists from you against the outcome for which the person designated by AMFW would otherwise vote or (iii) the outcome for which the person designated by AMFW would otherwise vote would materially and adversely affect your rights. AMFW agrees to provide such information as promptly as practicable in writing, if applicable, provided that (i) AMFW will have no liability to you resulting from such notification and (ii) the AMFW depositary shall not be responsible, and shall not incur any liability, for any failure on the part of AMFW to timely provide such notification to the AMFW depositary.

Upon timely receipt from you of instructions on the date set for such purpose, the AMFW depositary will try, as far as practical, subject to applicable law and the provisions of the deposit agreement, the deposited securities and AMFW's memorandum and Articles of Association, to vote or to have its agents vote the AMFW shares or other deposited securities as you instruct. The AMFW depositary will only vote or attempt to vote as you instruct or as is deemed to be instructed.

In the event that voting on any resolution or matter is conducted on a show of hands basis in accordance with AMFW's Articles of Association, the AMFW depositary will refrain from voting and the voting instructions received by the AMFW depositary shall lapse. The AMFW depositary will have no obligation to demand voting on a poll basis with respect to any resolution and shall have no liability to you for not having demanded voting on a poll basis.

AMFW cannot assure you that you will receive the voting materials in time to ensure that you can instruct the AMFW depositary to vote the AMFW shares underlying your AMFW ADSs. In addition, the AMFW depositary and its agents are not responsible for failing to carry out voting instructions or for the manner in which any vote is cast. This means that you may not be able to exercise your right to vote and you may have no recourse if the AMFW shares underlying your AMFW ADSs are not voted as you requested.

In order to give you a reasonable opportunity to instruct the AMFW depositary as to the exercise of voting rights relating to deposited securities, if AMFW requests the AMFW depositary to act, AMFW will give the AMFW depositary notice of any such meeting and details concerning the matters to be voted at least 30 days in advance of the meeting date.

As an ADS holder, you will be required to pay the following service fees to the AMFW depositary bank and certain taxes and governmental charges (in addition to any applicable fees, expenses, taxes

and other governmental charges payable on the deposited securities represented by any of your AMFW ADSs):

Service		Fees

To any person to whom AMFW ADSs are issued or to any person to whom a distribution is made in respect of AMFW ADS distributions pursuant to share dividends or other free distributions of shares, bonus distributions, stock splits or other distributions (except where converted to cash)		Up to $0.05 per AMFW ADS issued
Cancellation of AMFW ADSs, including in the case of termination of the deposit agreement		Up to $0.05 per AMFW ADS cancelled
Distribution of cash dividends		Up to $0.05 per AMFW ADS held
Distribution of cash entitlements (other than cash dividends) and/or cash proceeds, including proceeds from the sale of rights, securities and other entitlements		Up to $0.05 per AMFW ADS held
Distribution of AMFW ADSs pursuant to exercise of rights		Up to $0.05 per AMFW ADS held
AMFW depositary services		Up to $0.05 per AMFW ADS held on the applicable record date(s) established by the AMFW depositary bank

As an AMFW ADS holder, you will also be responsible to pay certain fees and expenses incurred by the AMFW depositary bank and certain taxes and governmental charges (in addition to any applicable fees, expenses, taxes and other governmental charges payable on the deposited securities represented by any of your AMFW ADSs) such as:

The AMFW depositary fees payable upon the issuance and cancellation of AMFW ADSs are typically paid to the AMFW depositary bank by the brokers (on behalf of their clients) receiving the newly issued AMFW ADSs from the AMFW depositary bank and by the brokers (on behalf of their clients) delivering the AMFW ADSs to the AMFW depositary bank for cancellation. The brokers in turn charge these fees to their clients. AMFW depositary fees payable in connection with distributions

of cash or securities to AMFW ADS holders and the AMFW depositary services fee are charged by the AMFW depositary bank to the holders of record of AMFW ADSs as of the applicable AMFW ADS record date.

The AMFW depositary fees payable for cash distributions are generally deducted from the cash being distributed or by selling a portion of distributable property to pay the fees. In the case of distributions other than cash (i.e., share dividends, rights), the AMFW depositary bank charges the applicable fee to the AMFW ADS record date holders concurrent with the distribution. In the case of AMFW ADSs registered in the name of the investor (whether certificated or uncertificated in direct registration), the AMFW depositary bank sends invoices to the applicable record date AMFW ADS holders. In the case of AMFW ADSs held in brokerage and custodian accounts (via DTC), the AMFW depositary bank generally collects its fees through the systems provided by DTC (whose nominee is the registered holder of the AMFW ADSs held in DTC) from the brokers and custodians holding AMFW ADSs in their DTC accounts. The brokers and custodians who hold their clients' AMFW ADSs in DTC accounts in turn charge their clients' accounts the amount of the fees paid to the AMFW depositary banks.

In the event of refusal to pay the AMFW depositary fees, the AMFW depositary bank may, under the terms of the deposit agreement, refuse the requested service until payment is received or may set off the amount of the AMFW depositary fees from any distribution to be made to the AMFW ADS holder.

The AMFW depositary has agreed to reimburse AMFW for a portion of certain expenses AMFW incurs that are related to establishment and maintenance of the ADR programme, including, but not limited to, investor relations expenses and expenses associated with being a listed company. There are limits on the amount of expenses for which the AMFW depositary will reimburse AMFW. Further, the AMFW depositary has agreed to reimburse AMFW certain fees payable to the AMFW depositary by holders of AMFW ADSs. Neither the AMFW depositary nor AMFW can determine the exact amount to be made available to AMFW because (i) the number of AMFW ADSs that will be issued and outstanding; (ii) the level of service fees to be charged to holders of AMFW ADSs; and (iii) AMFW's reimbursable expenses related to the programme are not known at this time.

You will be responsible for any taxes or other governmental charges payable on your AMFW ADSs or on the deposited securities represented by any of your AMFW ADSs. The AMFW depositary may refuse to register any transfer of your AMFW ADSs or allow you to withdraw the deposited securities represented by your AMFW ADSs until such taxes or other charges are paid. It may apply payments owed to you or sell deposited securities represented by your AMFW ADSs to pay any taxes owed and you will remain liable for any deficiency. If the AMFW depositary sells deposited securities, it will, if appropriate, reduce the number of AMFW ADSs to reflect the sale and pay to you any net proceeds, or send to you any property, remaining after it has paid the taxes. You agree to indemnify AMFW, the AMFW depositary, the custodian and each of AMFW's and their respective agents, directors, employees and affiliates for, and hold each of them harmless from, any claims with respect to taxes (including applicable interest and penalties thereon) arising from any refund of taxes, reduced rate or withholding or other tax benefit obtained for you.

If AMFW:		Then:

Changes the par value of its AMFW shares Reclassifies, splits up, subdivides or consolidates any of the deposited securities		The cash, shares or other securities received by the AMFW depositary will become deposited securities to the extent permitted by law, and each AMFW ADS will automatically represent its equal share of the new deposited securities.
Distributes securities on the AMFW shares that are not distributed to you		The AMFW depositary may deliver new AMFW ADSs or ask you to surrender your outstanding ADRs in exchange for new ADRs identifying the new deposited securities.
or
Recapitalises, reorganises, merges, liquidates, sells its assets, or takes any similar action		If any securities received by the AMFW depositary may not be lawfully distributed to some or all holders of AMFW ADSs, the AMFW depositary may sell such securities and distribute the net proceeds in the same way as it does with cash.

AMFW may agree in writing with the AMFW depositary to amend the deposit agreement and the form of ADR without your consent for any reason. If an amendment adds or increases fees or charges, except for taxes and other governmental charges or expenses of the AMFW depositary for registration fees, facsimile costs, delivery charges or similar items, including expenses incurred in connection with foreign exchange control regulations, or materially prejudices a substantial existing right of AMFW ADS holders, it will not become effective for outstanding AMFW ADSs until 30 days after the AMFW depositary notifies AMFW ADS holders of the amendment. At the time an amendment becomes effective, you are considered, by continuing to hold your AMFW ADSs, to agree to the amendment and to be bound by the ADRs and the deposit agreement as amended. If any new laws are adopted which would require the deposit agreement to be amended in order to comply therewith, AMFW and the AMFW depositary may amend the deposit agreement in accordance with such laws and such amendment may become effective before notice thereof is given to AMFW ADS holders.

AMFW may terminate the deposit agreement at any time by instructing the AMFW depositary in writing to give notice to you at least 90 days prior to termination. The AMFW depositary may also terminate the deposit agreement if the AMFW depositary has told AMFW that it would like to resign, or if AMFW has removed the AMFW depositary, and in either case AMFW has not appointed a new AMFW depositary within 90 days. In either such case, the AMFW depositary must notify you at least 30 days before termination.

After termination, the AMFW depositary and its agents will do the following under the deposit agreement but nothing else: collect distributions on the deposited securities, sell rights and other property and deliver AMFW shares and other deposited securities upon cancellation of AMFW ADSs after payment of any fees, charges, taxes or other governmental charges. Six months or more after termination, the AMFW depositary may sell any remaining deposited securities by public or private sale. After that, the AMFW depositary will hold the money it received on the sale, as well as any other cash it is holding under the deposit agreement, for the pro rata benefit of the AMFW ADS holders that have not surrendered their AMFW ADSs. It will not invest the money and has no liability for interest. The AMFW depositary's only obligations will be to account for the money and other cash. After termination, AMFW's only obligations under the deposit agreement will be to indemnify the AMFW depositary and to pay fees and expenses of the AMFW depositary that AMFW has agreed to pay.

The AMFW depositary will maintain AMFW ADS holder records at its office. You may inspect such records at such office during regular business hours but solely for the purpose of communicating with other holders in the interest of business matters relating to the AMFW ADSs and the deposit agreement.

The AMFW depositary will maintain facilities in New York to record and process the issuance, cancellation, combination, split-up and transfer of ADRs.

These facilities may be closed from time to time, to the extent not prohibited by law or if any such action is deemed necessary or advisable by the AMFW depositary or AMFW, in good faith, at any time or from time to time because of any requirement of law, any government or governmental body or commission or any securities exchange on which the ADRs or AMFW ADSs are listed, or under any provision of the deposit agreement or provisions of, or governing, the deposited securities, or any meeting of AMFW's shareholders or for any other reason.

Limits on AMFW's obligations and the obligations of the AMFW depositary; limits on liability to holders of AMFW ADSs

The deposit agreement expressly limits AMFW's obligations and the obligations of the AMFW depositary. It also limits AMFW's liability and the liability of the AMFW depositary. AMFW and the AMFW depositary:

The AMFW depositary and any of its agents also disclaim any liability for any failure to carry out any instructions to vote, the manner in which any vote is cast or the effect of any vote or failure to determine that any distribution or action may be lawful or reasonably practicable or for allowing any rights to lapse in accordance with the provisions of the deposit agreement, the failure or timeliness of any notice from AMFW, the content of any information submitted to it by AMFW for distribution to you or for any inaccuracy of any translation thereof, any investment risk associated with the acquisition of an interest in the deposited securities, the validity or worth of the deposited securities, the credit-worthiness of any third-party, or for any tax consequences that may result from ownership of AMFW ADSs, AMFW shares or deposited securities. The AMFW depositary and its agents shall not be liable for any acts or omissions made by a successor depositary, provided that in connection with any issue out of which a potential liability arises the AMFW depositary performed its obligations without gross negligence or wilful misconduct while it acted as depositary.

In addition, the deposit agreement provides that each party to the deposit agreement (including each holder, beneficial owner and holder of interests in the ADRs) irrevocably waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any lawsuit or proceeding against the AMFW depositary or AMFW related to AMFW's shares, the AMFW ADSs or the deposit agreement.

In the deposit agreement, AMFW and the AMFW depositary agree to indemnify each other under certain circumstances.

Before the AMFW depositary will issue, deliver or register a transfer of an AMFW ADS, split-up, subdivide or combine AMFW ADSs, make a distribution on an AMFW ADS, or permit withdrawal of AMFW shares, the AMFW depositary may require:

The AMFW depositary may refuse to issue and deliver AMFW ADSs or register transfers of AMFW ADSs generally when the register of the AMFW depositary or AMFW's transfer books are closed or at any time if the AMFW depositary or AMFW thinks it is necessary or advisable to do so.

You have the right to cancel your AMFW ADSs and withdraw the underlying AMFW shares at any time except:

This right of withdrawal may not be limited by any other provision of the deposit agreement.

The deposit agreement permits the AMFW depositary to deliver AMFW ADSs before deposit of the underlying AMFW shares. This is called a pre-release of the AMFW ADSs. The AMFW depositary may also deliver AMFW shares upon cancellation of pre-released AMFW ADSs (even if the AMFW ADSs are cancelled before the pre-release transaction has been closed out). A pre-release is closed out as soon as the underlying AMFW shares are delivered to the AMFW depositary. The AMFW depositary may receive AMFW ADSs instead of AMFW shares to close out a pre-release. The AMFW depositary shall not lend AMFW shares or AMFW ADSs, provided, however, that the AMFW depositary may pre-release AMFW ADSs only under the following conditions: (i) before or at the time of the pre-release, the person to whom the pre-release is being made represents to the AMFW depositary in writing that it or its customer (a) owns the AMFW shares or AMFW ADSs to be deposited, (b) agrees to indicate the AMFW depositary as owner of such AMFW shares or AMFW ADSs in its records and to hold such AMFW shares or AMFW ADSs in trust for the AMFW depositary until such AMFW shares or AMFW ADSs are delivered to the AMFW depositary or the custodian, (c) unconditionally guarantees to deliver such AMFW shares or AMFW ADSs to the AMFW depositary or the custodian, as the case may be, and (d) agrees to any additional restrictions or requirements that the AMFW depositary deems appropriate; (ii) the pre-release is fully collateralised with cash, US government securities or other collateral that the AMFW depositary considers appropriate; and (iii) the AMFW depositary must be able to close out the pre-release on not more than five business days' notice. Each pre-release is subject to further indemnities and credit regulations as the AMFW depositary considers appropriate. In addition, the AMFW depositary will normally limit the number of AMFW ADSs that may be outstanding at any time as a result of pre-release to 30 per cent. of the aggregate number of AMFW ADSs then outstanding, although the AMFW depositary may disregard the limit from time to time, if it thinks it is appropriate to do so.

The deposit agreement provides that, to the extent available by the AMFW depositary, AMFW ADSs shall be evidenced by ADRs issued through DRS/Profile unless certificated ADRs are specifically requested by the AMFW ADS holder. DRS is the system administered by DTC pursuant to which the AMFW depositary may register the ownership of uncertificated AMFW ADSs, which ownership shall be evidenced by periodic statements issued by the AMFW depositary to the AMFW ADS holders

entitled thereto. The Profile Modification System, or Profile, is a required feature of DRS which allows a DTC participant, claiming to act on behalf of an AMFW ADS holder, to direct the AMFW depositary to register a transfer of those AMFW ADSs to DTC or its nominee and to deliver those AMFW ADSs to the DTC account of that DTC participant without receipt by the AMFW depositary of prior authorisation from the AMFW ADS holder to register such transfer.

In connection with and in accordance with the arrangements and procedures relating to DRS/Profile, the parties to the deposit agreement understand that the AMFW depositary will not verify, determine or otherwise ascertain that the DTC participant which is claiming to be acting on behalf of an AMFW ADS holder in requesting registration of transfer and delivery described in the paragraph above has the actual authority to act on behalf of the AMFW ADS holder (notwithstanding any requirements under the Uniform Commercial Code).

You must comply with any limitations on ownership of AMFW shares under AMFW's Articles of Association or applicable English law as if you hold the number of AMFW shares that your AMFW ADSs represent. AMFW shall inform you and the AMFW depositary of any such ownership restrictions in place from time to time.

By accepting or holding an AMFW ADS, you agree to (i) provide such information as AMFW may request in a disclosure notice given pursuant to the Companies Act and AMFW's Articles of Association and (ii) comply with the provisions of the DTRs with regard to notifying AMFW of interests in AMFW shares and certain financial instruments. For a more detailed description of these requirements, see "Description of AMFW Shares and Articles of Association—Articles of Association—Disclosure of Shareholding Ownership".

Failure to comply with a disclosure notice may result in the imposition of sanctions against the holder of AMFW shares, which currently include, the withdrawal of the voting rights of such AMFW shares and the imposition of restrictions on the rights to receive dividends on and to transfer such AMFW shares.

The rights of AMFW shareholders are governed by English law and AMFW's Articles of Association. The rights of holders of Foster Wheeler shares are governed by Swiss law, including the Swiss Code of Obligations, Foster Wheeler's Articles of Association. The following is a comparison and summary of the material differences between the rights of AMFW shareholders and those of Foster Wheeler shareholders arising from differences between English and Swiss law and between AMFW's Articles of Association and Foster Wheeler's Articles of Association.

This is a summary only and therefore does not contain all the information that may be important to you. For more complete information, you should read Foster Wheeler's and AMFW's Articles of Association. AMFW's Articles of Association are included as an exhibit to the registration statement on Form F-4 with respect to the Offer of which this prospectus is a part and which has been filed with the SEC. Foster Wheeler's Articles of Association are filed as an exhibit to Foster Wheeler's quarterly report on Form 10-Q for the quarter ended 30 June 2014, dated 7 August 2014. To learn where you may obtain this prospectus, see "Additional Information for Security Holders—Where You Can Find More Information".

Foster Wheeler Registered Shares		AMFW Ordinary Shares

Share Capital
Registered and Issued Shares. As at 26 February 2014, Foster Wheeler's fully paid up share capital registered in the commercial register of the Canton of Zug, Switzerland, was CHF316,928,700 divided into 105,642,900 registered shares with a par value CHF3.00 each. Since 1 January 2014, Foster Wheeler has issued out of its conditional share capital 1,075,591 registered shares with a par value CHF3.00 each, which has not yet been reflected in an amendment to Foster Wheeler's Articles of Association and which has not yet been registered in the commercial register. Hence, as at 15 December 2014, Foster Wheeler's effectively issued and fully paid up share capital is CHF320,155,473 divided into 106,718,491 registered shares with a par value of CHF3.00 each. Authorised Capital. Under the terms of Foster Wheeler's Articles of Association, the Foster Wheeler Board is authorised to increase the share capital at any time until 1 May 2015, by an amount not exceeding CHF156,662,382 through the issue of a maximum of 52,220,794 registered shares, payable in full, each with a par value of CHF3.00. Increases 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 Foster Wheeler Board.		As at 15 December 2014, the issued and fully paid share capital of AMFW was £194,437,921.50 divided into 388,875,843 AMFW shares of 50 pence each (all of which were issued fully paid or created as fully paid). Of this number, 5,433,791 are registered as treasury shares, leaving a balance of 383,442,052 shares with voting rights. As consideration for the settlement of the Offer, AMFW issued 85,052,989 fully paid AMFW shares. As a result of such issuance, AMFW's issued and fully paid share capital was £194,437,921.50 divided into 388,875,843 AMFW shares of 50 pence each. Authority was granted to the directors at AMFW's 2014 AGM to allot shares or grant rights to subscribe for or to convert any security to shares up to a nominal amount of £49,181,027 of which up to £7,451,671 could be allotted for cash other than in connection with a pre-emptive offer. This authority extends until the end of the AGM in 2015 or 1 June 2015, whichever is earlier. AMFW shares may be held in either certificated or uncertificated form. Shares held in certificated form are evidenced by a certificate and title is evidenced by an entry in the register of shareholders maintained by AMFW. Any member may transfer all or any of his or her certificated shares by an instrument of transfer in any usual form or a form approved by the directors.

Foster Wheeler Registered Shares		AMFW Ordinary Shares

The Foster Wheeler Board is authorised to withdraw or limit the pre-emptive rights of the shareholders and to allocate them to third parties for certain valid reasons defined in Foster Wheeler's Articles of Association. Conditional Share Capital. Under the terms of Foster Wheeler's Articles of Association, as at 26 February 2014, the share capital of Foster Wheeler shall be increased by an amount not exceeding CHF174,505,236 through the issue of a maximum of 58,168,412 registered shares, payable in full, each with a par value of CHF3.00: (i) in connection with the exercise of option rights granted to Directors of Foster Wheeler and employees, contractors, consultants or other persons providing services to Foster Wheeler, its subsidiaries or affiliates;		The directors may decline to register any transfer of a certificated share unless: (i) the instrument of transfer is lodged at the specified place and accompanied by the certificate for the shares to which it relates; (ii) the instrument of transfer is in respect of only one class of share; and (iii) in the case of a transfer to joint holders, the number of joint holders to whom the share is to be transferred does not exceed four. AMFW shares held in uncertificated form are held through CREST. Any member may transfer all or any of his or her uncertificated shares by means of a relevant system in the manner provided for in the Uncertificated Securities Regulations 2001 and the rules of the relevant system.
(ii) 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 Foster Wheeler, by one of its subsidiaries or any of their respective predecessors. The Foster Wheeler Board shall determine the issue conditions for the securities including the conditions for the conversion, option, exchange, warrant or similar rights. Shareholders' pre-emptive rights are excluded with respect to new shares issued in accordance with Article 5 of Foster Wheeler's Articles of Association. Holders of the conversion, option, exchange, warrant or similar rights according to (b) and the persons listed in (a) of Article 5, paragraph 1 of Foster Wheeler's Articles of Association, respectively, are entitled to the new shares.		Title to uncertificated shares is evidenced by entry in the operator register maintained by Euroclear UK (which forms part of the register of AMFW's members). AMFW's directors may decline to register the transfer of an uncertificated share in accordance with the Uncertificated Securities Regulations 2001, and, in the case of jointly held shares, where the share is to be transferred to more than four joint holders.

Foster Wheeler Registered Shares		AMFW Ordinary Shares

Shareholders' advance subscription rights with regard to the issuance by Foster Wheeler or one of its group companies of any new bonds, options, warrants, notes or other securities granting conversion, option, exchange, warrant or similar rights may be withdrawn or limited by decision of the Foster Wheeler Board for certain valid reasons and under certain conditions defined in Foster Wheeler's Articles of Association.
Since 1 January 2014, Foster Wheeler has issued out of its conditional share capital 1,075,591 registered shares with a par value of CHF3.00 each, which has not yet been reflected in an amendment to Foster Wheeler's Articles of Association and which has not yet been registered in the commercial register. Hence, as at 15 December 2014, Foster Wheeler's effectively remaining and unused conditional share capital amounts to CHF171,278,463 divided into 57,092,821 registered shares with a par value of CHF3.00 each.
Rights of Purchase and Redemption
Under Swiss law, a company may repurchase its own shares up to a certain limit (generally 10 per cent. of its share capital with certain exceptions) under certain conditions, including that it must have freely disposable equity in the amount of the purchase price of such shares.		AMFW's Articles of Association permit the issuance of redeemable shares. AMFW's Articles of Association also authorise AMFW to purchase its own shares. A resolution passed at AMFW's 2014 AGM provides the directors with authority to purchase up to 10 per cent. of the ordinary shares of the company in issue (excluding any treasury shares) as at 14 February 2014. AMFW can redeem or repurchase shares only (i) if the shares are fully paid and (ii) out of (a) distributable profits or (b) the proceeds of a new issue of shares made for the purpose of the repurchase or redemption. The UKLA requires that where a company has issued shares that are admitted to the Official List of the UKLA and are convertible into a class of shares to be repurchased, the holders of the convertible shares must first pass a special resolution approving any repurchase at a separate class meeting. The UKLA requires that purchases of 15 per cent. or more of any class of a company's share capital must be by way of a tender offer to all shareholders of that class.

Foster Wheeler Registered Shares		AMFW Ordinary Shares

Voting Rights; Action by Written Consent
Voting Rights. In principle, each Foster Wheeler share carries one vote at any general meeting of shareholders. Only shareholders registered in the share register with voting rights are entitled to vote their shares.		Voting Rights. AMFW's Articles of Association provide that resolutions put to a vote at a shareholders' meeting will be decided on a show of hands, unless a poll is (before or on the declaration of the result of the show of hands) demanded by:
According to Foster Wheeler's Articles of Association, no person shall be registered with voting rights for 10 per cent. or more of the share capital as recorded in the commercial register (registration restrictions), except in case of a Public Tender Offer Exemption as such term is defined in Article 33 of Foster Wheeler's Articles of Association. This 10 per cent. limitation on registration also applies with respect to shares held by nominees on behalf of a person which beneficially owns 10 per cent. or more of the shares of Foster Wheeler, whether or not any such individual nominee's holdings exceed the 10 per cent. limit set forth in the preceding sentence, except in case of a Clearing Nominee Exemption as defined in Article 33 of Foster Wheeler's Articles of Association. The Foster Wheeler Board is authorised to grant further exceptions to such limitation, including to register in particular clearing nominees with 10 per cent. or more of the shares of Foster Wheeler. In any case where the Public Tender Offer Exemption and the Clearing Nominee Exemption do not apply, the shares exceeding the above mentioned limit shall be entered in the share register as shares without voting rights.		(i) the chairman of the meeting; (ii) not less than three members present in person or by proxy and entitled to vote; (iii) a member or members present in person or by proxy and representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting; or (iv) a member or members present in person or by proxy and holding shares in AMFW conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right. On a vote conducted by a show of hands, each holder of AMFW shares is entitled to one vote and on a vote conducted by a poll, each holder of AMFW shares is entitled to one vote for each AMFW share held by him. If any sum remains unpaid in relation to an AMFW shareholder's holding, that shareholder is not entitled to vote in relation to that holding unless AMFW's directors determine otherwise. Any AMFW shareholder who is entitled to attend and vote at a shareholders meeting is entitled to appoint a proxy to exercise all or any of his or her rights to attend, speak and vote at such meeting.

Foster Wheeler Registered Shares		AMFW Ordinary Shares

Also, according to Foster Wheeler's Articles of Association, if and so long as the amount of shares registered in the share register of Foster Wheeler with voting rights and controlled by any person constitute 10 per cent. or more of the registered share capital of Foster Wheeler recorded in the commercial register, such person shall be entitled to cast votes at any general meeting of shareholders only in the aggregate equal to one vote less than 10 per cent. of all the number of votes conferred by all the registered share capital recorded in the commercial register (voting limitations). The Foster Wheeler Board may by means of regulations or agreements grant exceptions from such limit, 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. Also, unless the Foster Wheeler Board, by means of regulations, determines otherwise, this voting limit shall not apply to clearing nominees.
Further, the limitation shall not apply to the exercise of voting rights (i) pursuant to the statutory rules on the independent proxy, and (ii) by a person (including, for the avoidance of doubt, an affiliate of such person and a clearing nominee of such person or of any of its affiliates) who (yy) is registered in the share register as a shareholder with voting rights on the basis of the Public Tender Offer Exemption or (zz) exercises voting rights in relation to beneficially owned shares through a clearing nominee where such beneficially owned shares registered in the name of such clearing nominee benefit from the Clearing Nominee Exemption.
Except as otherwise provided in Foster Wheeler's 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. By means of proxy, each Foster Wheeler shareholder may have his or her shares represented in a general meeting of shareholders by one or more third persons who do not need to be shareholders.
Action by written consent. Written resolutions of shareholders of a corporation are not permitted under Swiss law.		Action by written consent. Under English law, shareholders of a public company such as AMFW are not permitted to pass resolutions by written consent.

Foster Wheeler Registered Shares		AMFW Ordinary Shares

Amendment to Governing Provisions
Articles of Association. The general meeting of shareholders is the supreme corporate body of Foster Wheeler with the power to amend Foster Wheeler's Articles of Association. Certain provisions of Foster Wheeler's Articles of Association can only be amended by a super majority (see below).		Articles of Association. Under English law, AMFW's shareholders may, by "special resolution" (see "—Resolutions of Shareholders" below), alter, delete, substitute, amend or add to its Articles of Association. The AMFW Board is not authorised to change its Articles of Association.
Organisational Regulations. Any change of or amendment to the Regulations shall only be valid if the Foster Wheeler Board approved such change or amendment with the requisite attendance quorum and majority as set forth therein.		AMFW's Articles of Association provide that if permitted by legislation, the rights attached to any class of AMFW's shares can be varied or abrogated if this is approved either in writing by shareholders holding at least three quarters of the issued shares of that class by amount or by a special resolution passed at a separate meeting of the holders of the relevant class of shares.
Right to Dividends
Under Swiss law, dividends are paid if so resolved by a resolution of the general meeting of shareholders. The Foster Wheeler Board may propose to the general meeting of shareholders that a dividend be paid but cannot itself resolve on or fix the dividend. Foster Wheeler's statutory auditors must confirm that any proposal by the Foster Wheeler Board to declare a dividend is in accordance with Swiss law and Foster Wheeler's Articles of Association. Subject to certain statutory requirements for the allocation to legal reserves, dividends may be paid by the company if, based on its audited standalone financial statements prepared in accordance with the Swiss Code of Obligations, the company has sufficient distributable profits from previous business years or sufficient free reserves to allow the distribution of a dividend.		Pursuant to AMFW's Articles of Association, dividends not exceeding an amount recommended by the AMFW Board may be declared by "ordinary resolution" of AMFW shareholders. In addition, AMFW's directors may consider paying interim dividends at any time and of any amounts if they consider that AMFW's financial position justifies such payments. However, English law requires dividends to be paid only out of the profits of AMFW available for distribution and additionally restricts a public company from making a distribution if that would reduce the amount of net assets of the company below the aggregate amount of its called up share capital and certain undistributable reserves.
Foster Wheeler's Articles of Association provide that, subject to provisions of applicable law regarding the distribution of profits, in particular Article 671 et seq. of the Swiss Code of Obligations, the profits as shown on the balance sheet may be allocated by the general meeting of shareholders at its discretion. The 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 Foster Wheeler.

Foster Wheeler Registered Shares		AMFW Ordinary Shares

Each Foster Wheeler share has the same right to dividends resolved by Foster Wheeler's general meeting of shareholders.
Appraisal Rights
Swiss law does not generally provide for appraisal rights. However, for corporate transactions effected in the form of a statutory merger, demerger (split up), spin off or conversion and subject to Swiss laws, the Swiss Merger Act provides that, if the equity rights have not been adequately preserved or compensation payments in the transaction are not adequate, a shareholder may request a competent court to determine an adequate compensation and shareholders could, therefore, in connection with a squeeze-out merger pursuant to the Swiss Merger Act, exercise appraisal rights. A squeeze-out merger pursuant to the Swiss Merger Act is a merger where the shareholders of the transferring entity receive compensation other than in the form of shares in the surviving entity as is the proposal for the Squeeze-Out Merger. Shareholders who consider the compensation to be inadequate could exercise appraisal rights in accordance with Article 105 of the Swiss Merger Act by filing a suit against the surviving company with the competent Swiss civil court at the corporate seat of the surviving company or of the transferring company. The suit must be filed within two months after the squeeze-out merger resolution has been published in the Swiss Official Gazette of Commerce. If such a suit is filed, the court must assess whether the compensation paid or to be paid to the shareholders of the transferring company in the squeeze-out merger is adequate compensation and, should the court consider the compensation to be inadequate, determine any additional compensation. Such court's determination would benefit all shareholders of the transferring company in the same legal position. The filing of an appraisal suit will not prevent completion of the squeeze-out merger.		English law does not generally provide for appraisal rights. However, in the event of a compulsory acquisition or "squeeze out" under the Companies Act where (a) a takeover offer is made for the shares of a company incorporated in the United Kingdom, and (b) the offeror has acquired or unconditionally contracted to acquire at least 90 per cent. in value of the shares of any class to which the offer relates representing at least 90 per cent. of the voting rights carried by those shares, the offeror may, within three months beginning on the day after the last day on which the offer could be accepted, require shareholders who did not accept the offer to transfer their shares to the offeror on the terms of the offer. A dissenting shareholder may object to the transfer or its proposed terms by applying to the court within six weeks of the date on which notice of the required transfer was given by the offeror. The court may, on receiving such an application, order (a) that the offeror is not entitled and bound to acquire the shares to which the notice relates or (b) that the terms on which the offeror is entitled and bound to acquire the shares shall be such as the court thinks fit. A minority shareholder is entitled, in circumstances similar to the "squeeze out" described above, to require the offeror to acquire his or her shares on the terms of the offer.

Foster Wheeler Registered Shares		AMFW Ordinary Shares

Pre-Emptive Rights
Under the Swiss Code of Obligations, the prior resolution of a general meeting of shareholders is required to authorise the issue of shares, or rights to subscribe for, or convert rights to shares into, shares of a corporation (which rights may be connected to debt instruments or other obligations). In addition, the existing shareholders have pre-emptive rights or advance subscription rights in relation to such shares or rights in proportion to the respective nominal value of their holdings. Shareholders may, with the affirmative vote of shareholders holding at least two thirds of the voting rights and the absolute majority of the nominal value of the shares, each as represented (in person or by proxy) at the general meeting of shareholders, limit or exclude the pre-emptive rights for valid reasons (such as a merger or an acquisition); provided, however, that no shareholder shall be advantaged or disadvantaged without good cause.		English law provides for statutory pre-emption rights that apply on an allotment of equity securities. Such rights can be disapplied by a special resolution passed by shareholders at a general meeting. A resolution passed at AMFW's 2014 AGM disapplies pre-emption rights by providing the directors with a general and unconditional authority to allot equity securities or grant rights to subscribe for or to convert any security to shares up to a nominal amount of £49,181,027 of which up to £7,451,671 was allocated for cash other than in connection with a pre-emptive offer. This authority extends until the end of the AGM in 2015 or on 1 June 2015, whichever is earlier.
Under Foster Wheeler's authorised capital, the Foster Wheeler Board is authorised to withdraw or limit the pre-emptive rights of the shareholders and to allocate them to third parties for certain valid reasons defined in Foster Wheeler's Articles of Association.
Under Foster Wheeler's conditional share capital, the shareholders' advance subscription rights with regard to the issuance by Foster Wheeler or one of its group companies of any new bonds, options, warrants, notes or other securities granting conversion, option, exchange, warrant or similar rights may be withdrawn or limited by decision of the Foster Wheeler Board for certain valid reasons and under certain conditions defined in Foster Wheeler's Articles of Association.

Foster Wheeler Registered Shares		AMFW Ordinary Shares

Convening of and Attendance at Shareholder Meetings
Under Swiss law, an ordinary (annual) general meeting of shareholders must be held within six months after the end of each financial year. A general meeting of shareholders may be convened by the Foster Wheeler Board or, if necessary, by the company's statutory auditors. A general meeting of shareholders is convened on at least 20 days' prior notice. The notice of a general meeting of shareholders must specify the items to be put on the agenda and the motions of the Foster Wheeler Board and the shareholders who have requested that a general meeting of shareholders be convened or an item be put on the agenda. The annual business report and the auditors' reports must be made available for inspection by the shareholders at the registered office of the company at least 20 days prior to the date of the ordinary (annual) general meeting of shareholders. The shareholders are informed of their right of inspection in the notice of the general meeting of shareholders. EGMs shall be called as often as necessary by the Foster Wheeler Board or, if necessary, by the auditors as well as in all other cases required by law. Stating the purpose of the meeting and the agenda to be submitted, one or more shareholders representing at least 10 per cent. of the share capital may request the Foster Wheeler Board in writing to call an EGM. The request shall contain an agenda, the respective proposals as well as any other information required under applicable laws and stock exchange rules.		Under English law, a general meeting of shareholders may be called by the AMFW Board whenever they think fit. AMFW is required to hold an AGM every year within six months from the date following AMFW's accounting reference date (i.e., 31 December). Shareholders holding at least 10 per cent. of the paid up capital of AMFW carrying voting rights (excluding any paid up capital held as treasury shares) may require the directors to call a general meeting of AMFW. The notice requirements for AGMs and other general meetings (unless the conditions in the paragraph below are satisfied) is at least 21 days' notice. For general meetings (other than AGMs) the requirement is reduced to at least 14 days' notice if, among other conditions, a special resolution of shareholders is passed at the immediately preceding AGM or at a general meeting held since that AGM reducing the period of notice to not less than 14 days' notice. A special resolution passed at AMFW's 2014 AGM authorises AMFW to hold general meetings by giving at least 14 clear days' notice. General meetings may be called upon shorter notice with the agreement of (i) in the case of an AGM, all the shareholders who are permitted to attend and vote or (ii) in the case of any other general meeting, a majority of the shareholders holding at least 95 per cent. by nominal value of the shares giving the right to attend and vote at the meeting.
Presence Quorum: According to Foster Wheeler's Articles of Association, at any general meeting of shareholders, except as otherwise expressly required by law or by Foster Wheeler's Articles of Association, one or more persons representing, at the time when the general meeting of shareholders proceeds to business, in person or by proxy in excess of 50 per cent. of the total shares registered in the share register as entitled to vote shall form a quorum for the transaction of any business.		Quorum. According to AMFW's Articles of Association, two members present in person or by proxy and entitled to vote shall be a quorum for all purposes.

Foster Wheeler Registered Shares		AMFW Ordinary Shares

Resolutions of Shareholders
Shareholder Resolutions—Majority Requirements. Under Swiss law, a resolution passed at a general meeting of shareholders with a supermajority of at least two thirds of the votes represented and the absolute majority of the par value of the shares represented at such meeting is required for: (i) the amendment of the company's corporate purpose; (ii) the creation of shares with privileged voting rights; (iii) the restriction of the transferability of registered shares; (iv) the creation of an authorised or conditional share capital; (v) any increase in capital out of equity, against contribution in kind or for the purpose of an acquisition of assets and the grant of special benefits; (vi) the limitation or exclusion of pre-emptive rights of shareholders; (vii) the change of the registered office of the company; and (viii) the dissolution of the company through a liquidation or as a result of a statutory merger. Special quorum rules apply under the Swiss Merger Act to a merger (Fusion), demerger (split up) (Aufspaltung), spin off (Abspaltung) or conversion (Umwandlung) of a company. Pursuant to Foster Wheeler's Articles of Association, a 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 the amendment of certain provisions of Foster Wheeler's Articles of Association, such provisions primarily dealing with the registration of a shareholder in Foster Wheeler's share register as a shareholder with voting rights, with the exercise of shareholder rights and with the right of shareholders to participate and vote in general meetings of shareholders. In addition, Foster Wheeler's Articles of Association provide for a super majority of two thirds of the votes cast at a general meeting of shareholders for the removal of directors.		"Special resolutions" generally involve proposals for major changes to the company, such as to change the name of the company, alter its capital structure, change or amend the rights of shareholders, permit the company to issue new shares for cash without applying the shareholders' pre-emptive rights, amend AMFW's Articles of Association, etc. Under English law, a special resolution means a resolution passed by a majority of not less than 75 per cent. of the shareholders or holders of 75 per cent. of the shares (depending on whether the vote is by a show of hands or by a poll) present in person or by proxy and entitled to vote at the meeting. For a resolution to be regarded as a special resolution, the notice of the meeting must specify the intention to propose the resolution as a special resolution. Proposals relating to the ordinary course of the company's business, such as the election of directors or payment of dividends, would generally be the subject of an "ordinary resolution". Under English law, an ordinary resolution means a resolution that is passed by a simple majority of shareholders or holders of a simple majority of the shares (depending on whether the vote is by a show of hands or by a poll) present in person or by proxy and entitled to vote at the meeting.
Other resolutions and elections at Foster Wheeler's general meeting of shareholders require the approval of a majority of the share votes cast (broker non-votes, abstentions and blank and invalid ballots are disregarded), if applicable law or Foster Wheeler's Articles of Association do not provide otherwise.

Foster Wheeler Registered Shares		AMFW Ordinary Shares

Exclusive and Non-Transferable Powers of Shareholders' Meeting
The following exclusive and non-transferable powers will be vested exclusively in the shareholders' meeting: (i) Amendments to the Articles of Association; (ii) Approval of the annual report and of the consolidated accounts; (iii) Approval of Foster Wheeler's annual financial statement as well as resolutions on the allocation of the balance sheet profits, in particular the determination of dividends; (iv) Grant of discharge to the members of the Foster Wheeler Board; (v) Election of the members of the Foster Wheeler Board and the auditors; and (vi) Resolutions on all other matters which, under the Articles of Association or according to the law, are in the exclusive competence of the general meeting or which have been submitted to the meeting for its decision by the Foster Wheeler Board based on article 10 of Foster Wheeler's Articles of Association.		The following matters, among others, require shareholder approval and for a UK listed company therefore has to be exclusively approved at a shareholders meeting: Matters requiring special resolution: (i) amendments to AMFW's Articles of Association; (ii) change to AMFW's name; (iii) reducing the notice period required to call a general meeting (other than the AGM) from 21 days to not less than 14 days; (iv) reduction of AMFW's capital; (v) disapplication (or renewal of disapplication) of pre-emption rights where directors are acting under a general authority to allot; and (vi) authority (or variation, revocation or renewal of authority) to enter into a contract for an off market purchase of AMFW's own shares. Matters requiring ordinary resolution: (i) removal of AMFW directors; (ii) approval of AMFW directors' long-term service contracts; (iii) approvals of loans, quasi loans, credit transaction, substantial property transactions etc. with AMFW's directors; (iv) approval of AMFW directors' remuneration report; (v) authorisation of political donations or expenditure; (vi) appointment and removal of AMFW's auditors; (vii) fixing remuneration of AMFW's auditors; (viii) authority to AMFW's directors to allot AMFW shares; (ix) authority to AMFW's directors to determine the terms, conditions and manner of redemption of AMFW shares; and (x) authority to AMFW's directors to make market purchase of AMFW shares.

Foster Wheeler Registered Shares		AMFW Ordinary Shares

Shareholder Proposals
Under Swiss law, shareholders whose combined shareholdings represent an aggregate nominal value of at least CHF1,000,000 or more may request that an item be put on the agenda. Pursuant to Foster Wheeler's Articles of Association, at any general meeting of shareholders, only such business shall be conducted as shall have been brought before the meeting (i) by or at the direction of the Foster Wheeler Board or (ii) by any shareholder of the company who complies with the following: to be timely for consideration at the ordinary general meeting of shareholders, a shareholder's notice must be received by the Foster Wheeler Company Secretary at Foster Wheeler's principal executive offices not less than 45 calendar days in advance of the anniversary of the date of Foster Wheeler'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 Foster Wheeler Company Secretary shall set forth in writing as to each matter the shareholder proposes to bring before the general meeting of shareholders, containing: 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) the name and address, as they appear in the share register, of the shareholder proposing such business; and c) all other information required under the applicable laws and stock exchange rules.		Shareholders representing at least 5 per cent. of the total voting rights of all shareholders having a right to vote at the meeting can require the AMFW directors to call a general meeting of AMFW. The requirement should state the general nature of the business to be dealt with at the meeting and may include the text of the resolution to be passed at the meeting. Shareholders representing (i) at least 5 per cent. of the total voting rights of all shareholders having a right to vote at the meeting or (ii) at least 100 shareholders who have paid up an average sum, per shareholder, of at least £100 and have a right to vote at the meeting may require AMFW to circulate a statement of not more than 1,000 words with respect to a matter referred to in a proposed resolution to be dealt with at that meeting, or other business to be dealt with at that meeting.

Foster Wheeler Registered Shares		AMFW Ordinary Shares

Shareholder Suits
Under the Swiss Code of Obligations, an individual shareholder may bring an action in the shareholder's own name, for the benefit of the company, against the company's directors, officers or liquidators to recover any damages the company has incurred as a result of an intentional or negligent breach of duties by such directors, officers or liquidators.		The Companies Act provides limited circumstances in which a shareholder of a company may bring a derivative claim on behalf of the company. Such a claim may only be brought in respect of a cause of action arising from an actual or proposed act or omission involving negligence, default, breach of duty or breach of trust by a director of the company. It is immaterial whether the cause of action arose before or after the person seeking to bring the claim became a shareholder of the company. A person seeking to bring a derivative claim must first obtain the permission of the court to do so. There are specified grounds on which a court must refuse to grant permission to continue the claim, as well as specified grounds that the court must take into consideration.
		The Companies Act also permits a shareholder to apply to a court for relief on the grounds that (i) the company's affairs are being or have been conducted in a manner unfairly prejudicial to the interests of all or some shareholders, including the shareholder making the claim or (ii) an actual or proposed act or omission of the company (including an act or omission on its behalf) is or would be so prejudicial.
		If the court is satisfied that the application is well founded, it may make such order as it thinks fit for giving relief in respect of the matters complained of.

Foster Wheeler Registered Shares		AMFW Ordinary Shares

Rights of Inspection
Under Swiss law, a shareholder may, upon request, inspect the minutes of general meetings of shareholders, and the annual report and the auditors' report must be made available for inspection by shareholders at the company's registered address at least 20 days prior to each ordinary (annual) general meeting of shareholders. Any shareholder may request a copy of these reports in advance of, or after, the relevant ordinary (annual) general meeting of shareholders. According to Foster Wheeler's Articles of Association, the annual report and the auditors' report shall be made available for inspection by the shareholders at the registered office of Foster Wheeler at least 20 days prior to the date of the ordinary (annual) 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.		The register and index of names of shareholders of AMFW must be open to inspection (i) for free, by its shareholders and (ii) for a fee by any other person. In both cases, the documents may be copied for a fee. The shareholders of AMFW may also inspect, without charge, during business hours (i) minutes of meetings of the shareholders and obtain copies of the minutes for a fee, and (ii) service contracts of AMFW's directors. In addition, the published annual accounts of AMFW are required to be available for shareholders at a general meeting and a shareholder is entitled to a copy of these accounts. AMFW's Articles of Association provide that no member of AMFW or other person shall have any right to inspect any account or book or document of the company except as conferred by statute or ordered by a court of competent jurisdiction or authorised by the directors.
Disclosure of Interests
		The DTRs require shareholders, subject to certain exceptions, to notify AMFW in writing within two days of becoming aware that they have acquired a material interest in 3 per cent. or more shares of AMFW carrying voting rights. Thereafter, shareholders must also notify AMFW within two days of any increase or decrease of 1 per cent. as well as any decrease that reduces the shareholders' holding below the per cent. threshold.

Foster Wheeler Registered Shares		AMFW Ordinary Shares

The disclosure obligations under the Swiss Act on Stock Exchanges and Securities Trading and its implementing ordinances are not applicable to Foster Wheeler and its shareholders. Under US federal securities laws, shareholders of Foster Wheeler reaching certain share ownership levels must disclose that fact and provide extensive background information in filings with the SEC. Under US federal securities laws, every officer or director of Foster Wheeler, as well as every person owning more than 5 per cent. of any class of Foster Wheeler securities registered under the Exchange Act, must file with the SEC and NASDAQ, an initial report of its holdings of all of such securities, and a further report after there has been any change in such holdings.		Pursuant to the Companies Act, AMFW may also send a notice to any person whom AMFW knows or believes to be interested in AMFW's shares requiring that person to confirm whether he has such an interest and if so provide details of that interest or any other interest in AMFW's shares of which he is aware. Directors and connected persons share ownership. AMFW is required by the listing rules of the UKLA to disclose in its annual report the identity and share interests of its directors and any persons connected with them, as defined in the Companies Act, and of any person with an interest of 3 per cent. or more of its shares which has been notified to AMFW under the DTRs. Persons discharging managerial responsibilities (primarily directors and some senior executives), and their connected persons, must notify AMFW in writing of the occurrence of all transactions conducted on their own account in the shares of AMFW, or derivatives or any other financial instruments relating to those shares within four business days of the day on which the transaction occurred. The notification must contain specified information, including the name of the person involved, the type of transaction, the date on which it occurred, and the price and volume of the transaction. AMFW must notify a Regulatory News Service, or RNS, (which will make the information public) of any information notified to it in accordance with these provisions. The notification to a RNS must be made as soon as possible, and in any event by no later than the end of the business day following the receipt of the information by the company.

Foster Wheeler Registered Shares		AMFW Ordinary Shares

Board of Directors
Size and Classification of Board of Directors
According to Foster Wheeler's Articles of Association, the Foster Wheeler Board shall consist of a minimum of three and a maximum of 20 members. Presence Quorum. According to Foster Wheeler's Regulations, the quorum necessary for the transaction of business at a meeting of the Foster Wheeler Board shall in principle be a majority of the directors. Voting. According to Foster Wheeler's Regulations, the Foster Wheeler Board shall pass its resolutions with the majority of the votes cast by the directors present at a meeting at which the presence quorum requirement has been satisfied. Resolutions in Writing. According to Foster Wheeler's Regulations, resolutions of the Foster Wheeler Board may be passed without a meeting by way of written consent by a majority of all directors, provided that no director requests oral deliberation.		Under English law, AMFW is required to have a single tier Board. Under AMFW's Articles of Association there shall be not less than three nor more than 15 directors. AMFW may by ordinary resolution from time to time vary the minimum and/or maximum number of directors. The business and affairs of AMFW are managed by the directors, subject to the requirements of English law, AMFW's Articles of Association and any resolutions of shareholders. The AMFW Board is headed by a non-executive chairman and has a majority of independent non-executive directors. The AMFW Board currently comprises four non-executive directors, two executive directors and a chairman. Quorum. According to AMFW's Articles of Association, the quorum necessary for the transaction of business of the AMFW Board may be fixed from time to time by the directors and shall be two, unless fixed at any other number. The AMFW Board resolutions require the approval of a simple majority of directors present and voting. In case of an equality of votes, the chairman of the meeting has a casting vote.
		Resolutions in Writing. According to AMFW's Articles of Association, resolutions of the AMFW Board may be passed without a meeting by way of written consent by a majority of all directors, provided that the number of AMFW directors who have signed it is not less than the quorum for the AMFW Board meetings.
Committees
The Foster Wheeler Board 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 Foster Wheeler Board enacts the Regulations.		The AMFW Board governs through, and has formally allotted specific responsibilities and duties to, various committees. The chairman is responsible for ensuring the AMFW Board committees have appropriate terms of reference, which are reviewed by the AMFW Board against best practice on a regular basis. The AMFW Board has currently delegated certain powers to the audit committee, remuneration committee, nominations committee and ethics committee.

Foster Wheeler Registered Shares		AMFW Ordinary Shares

Election
The general meeting of shareholders has the non-transferable and inalienable right to elect the directors. Foster Wheeler's Articles of Association provide that the term of office shall not exceed three years and the Foster Wheeler Board 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 Foster Wheeler Board 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.		AMFW's directors are appointed by way of ordinary resolutions of the shareholders. Resolutions to appoint AMFW directors must be put to shareholders on the basis of one resolution for each nominated director unless a resolution to nominate multiple directors by a single resolution has first been agreed to by the general meeting without any vote against it. Under AMFW's Articles of Association, all directors retire by rotation and are eligible for re-election every three years. Notwithstanding this provision in AMFW's Articles of Association, in line with the recommendations of the UK Code, all of the AMFW directors wishing to continue serving, and considered eligible by the AMFW Board, offer themselves for re-election at every AGM.
Removal
A 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.		AMFW may by ordinary resolution of which special notice has been given remove any director from office (notwithstanding any agreement to the contrary, but without prejudice to any claim that the director may have for the breach of such agreement) and appoint another person to fill the vacancy. In the absence of such appointment, the vacancy arising upon the removal of a director from office may be filled as a casual vacancy.
Vacancies
In order to fill any vacancy, a new member of the Foster Wheeler Board needs to be elected by the general meeting of shareholders.		AMFW may by ordinary resolution appoint any person to be a director either to fill a casual vacancy or as an additional director.
		The AMFW Board has the power to appoint a director either to fill a casual vacancy or as an additional director, who can hold office until the next AGM, where he would then be eligible for election but shall not be taken into account in determining the number of directors who are to retire by rotation at such meeting.

Foster Wheeler Registered Shares		AMFW Ordinary Shares

Director Liability and Indemnification
According to Foster Wheeler's Articles of Association, Foster Wheeler shall indemnify and hold harmless, to the fullest extent permitted by law, its existing and former directors and officers, and their heirs, executors and administrators out of the assets of Foster Wheeler 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 omitted or alleged to be omitted in or about the execution of their duty, or alleged duty; (ii) serving as director or officer of Foster Wheeler; or (iii) serving at the request of Foster Wheeler 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.		AMFW's Articles of Association provide that AMFW can indemnify all directors, former directors and officers of AMFW or any associated company to the extent permitted by law. English law does not allow a director to be indemnified against any liability in connection with any negligence, default, breach of duty or breach of trust, except that indemnification is allowed for liabilities associated with: (i) defending any proceeding involving a person other than the company or an associated company in which judgment is entered in favour of the director or the director is acquitted; or (ii) proceedings in which the director is held liable, but the court finds that he acted honestly and reasonably and that relief should be granted. However, AMFW is allowed to maintain insurance against such liability. AMFW maintains directors' and officers' liability insurance cover. With the exception of the indemnities and maintenance of insurance discussed above, any provision exempting a director from liability in connection with any negligence, default, breach of duty or breach of trust in relation to AMFW is void under English law.
Without limiting the foregoing, Foster Wheeler 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. Foster Wheeler 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 or her statutory duties as a director or officer.

Foster Wheeler Registered Shares		AMFW Ordinary Shares

Foster Wheeler may procure directors' and officers' liability insurance for the directors and officers of Foster Wheeler. The insurance premiums shall be charged to and paid by Foster Wheeler or its subsidiaries.
Duties of Directors
The Foster Wheeler Board has the following non-transferable and inalienable duties: (i) to ultimately direct the company and issue the necessary directives; (ii) to determine the organisation; (iii) to organise the accounting, the internal control system, the financial control, and the financial planning as well as to perform a risk assessment; (iv) to appoint and remove the persons entrusted with the management and representation of the company and to grant and revoke signatory powers; (v) to ultimately supervise the persons entrusted with the management, in particular with respect to compliance with the law and with Foster Wheeler's Articles of Association, regulations and directives; (vi) to prepare the business report, as well as the general meeting of shareholders and to implement the latter's resolutions; (vii) to inform the judge in the event of over indebtedness; (viii) to pass resolutions regarding the subsequent payment of capital with respect to non-fully paid in shares; (ix) to pass resolutions confirming increases in share capital and regarding the amendments to Foster Wheeler's Articles of Association entailed thereby; (x) to examine compliance with the legal requirements regarding the appointment, election and the professional qualifications of the auditors; and (xi) to execute the agreements pursuant to Articles 12, 36 and 70 of the Swiss Merger Act.		Under the Companies Act, AMFW's directors must act in accordance with its Articles of Association and only exercise powers for the purposes for which they are conferred. Each AMFW director has a duty to act in the way the director considers, in good faith, would be most likely to promote the success of AMFW for the benefit of its members as a whole. Apart from this, each AMFW director also has the following duties: (i) to exercise independent judgment; (ii) to exercise the same standard of care, skill and diligence that would be exercised by a reasonably diligent person with: (a) the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as the director in relation to AMFW; and (b) the general knowledge, skill and experience that the director actually has; (iii) to avoid situations in which he has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of AMFW; (iv) to declare any of his or her direct or indirect interest in a proposed transaction or arrangement with AMFW; and (v) not to accept a benefit from a third party, where the benefit is given by reason of the director's position, and there is a reasonable likelihood of a conflict of interest arising.

Foster Wheeler Registered Shares		AMFW Ordinary Shares

To the extent legally permissible, the Foster Wheeler Board may delegate duties and powers wholly or in part to individual members of the Foster Wheeler Board, to committees of the Foster Wheeler Board and third parties in accordance with internal regulations and the Foster Wheeler Board did so in its Regulations.
Generally, the members of the Foster Wheeler Board (and the other persons entrusted with the management of the company) must fulfil their duties with all due care and must safeguard the interests of the company in good faith. They have to extend equal treatment to shareholders under equal circumstances.
Anti-Takeover Provisions
Under Swiss law, Foster Wheeler's directors have a fiduciary duty to take only those actions that are in the interests, and to omit those actions that are not in the interests, of the company, including anti-takeover measures. The provisions of the Swiss Act on Stock Exchanges and Securities Trading and its implementing ordinances on public takeover offers (including on defensive measures taken or implemented against such offers) are not applicable to Foster Wheeler and its shareholders. Foster Wheeler's Articles of Association provide for certain registration restrictions and voting limitations (see "—Voting Rights; Action by Written Consent" above). Such provisions may have an anti-takeover effect in that an interested party acquiring shares of 10 per cent. or more of Foster Wheeler's registered share capital may not be able to exercise the voting rights otherwise attributable to the shares in excess of such threshold. July		Under English law, AMFW's directors have a fiduciary duty to take only those actions that are in the interests of the company as a whole. Generally, anti-takeover measures are not actions that fall within this category. Under the UK City Code on Takeovers and Mergers, AMFW is prohibited from taking any action without the approval of its shareholders at a general meeting after: (i) a bona fide offer has been communicated to the AMFW Board or (ii) the AMFW Board believes that a bona fide offer is imminent, which action could effectively result in the offer being frustrated or the shareholders being denied an opportunity to decide on its merits.

Foster Wheeler Registered Shares		AMFW Ordinary Shares

Transactions with Interested Parties
Under the Swiss Code of Obligations, except for minor business, if a company is entering into a contract with the same person who is representing the company in connection therewith, such contract must be in writing. Usually, Swiss corporations enact rules on how to deal with conflicts of interest in their articles of association and/or their organisational regulations. Foster Wheeler's Regulations provide for certain rules in this respect. Under US federal securities law, as a US public company, Foster Wheeler is prohibited from directly or indirectly extending or maintaining credit, or arranging for the extension of credit or renewing any extension of credit, in the form of a personal loan to or for any directors or executive officers.		Subject to certain exceptions, English law imposes various restrictions and procedural requirements on transactions between AMFW (including its subsidiaries) and a related party. The definition of a related party includes a director of AMFW and a substantial shareholder (i.e., any person who is entitled to exercise, or to control the exercise of, 10 per cent. or more of the votes able to be cast on all or substantially all matters at general meetings of AMFW). Certain tests are used to assess the impact of the related party transaction on the listed company, or class tests. AMFW's obligations would depend on the result of the class tests and range from no action being required; to obtaining an independent adviser's confirmation that the terms of the transaction are fair and reasonable and disclosing the details of such transactions in AMFW's next annual published accounts; to requiring the publication of a shareholder circular and obtaining the prior consent of the shareholders before entering into such transactions.
Reporting Requirements
Under Swiss law, Foster Wheeler has the obligation to disclose certain information regarding the remuneration paid to directors, the members of management and certain other persons, and regarding certain other relationships with any such person (e.g., loans granted to such persons). Also, Foster Wheeler has the obligation to disclose participations of such persons in Foster Wheeler. The reporting requirements under the Swiss Act on Stock Exchanges and Securities Trading and its implementing ordinances are not applicable to Foster Wheeler and its shareholders, nor are any reporting requirements under any Swiss stock exchange rules, because Foster Wheeler's shares are not listed in Switzerland.		AMFW is required to notify the UK Listing Authority and/or the Registrar of Companies of: (i) any major new developments relating to its business which are not public knowledge and may lead to a substantial movement in its share price; (ii) notifications received by it from persons holding an interest in 3 per cent. or more of any class of AMFW's share capital; (iii) any changes in the AMFW Board; (iv) any purchase or redemption by it of its own equity securities; (v) interests of directors in its shares or debentures; and (vi) changes in its capital structure. Under US law, as a foreign private issuer listed in the United States, AMFW must file with the SEC: • annual reports on Form 20-F; and • interim reports on Form 6-K.

Foster Wheeler Registered Shares

AMFW Ordinary Shares

Under US law, as a US reporting company, Foster Wheeler must file with the SEC, among other reports and notices:

•

an annual report on Form 10-K within 60 days after the end of each fiscal year;

•

quarterly reports on Form 10-Q within 40 days after the end of each of the first three quarters of the fiscal year; and

•

current reports on Form 8-K upon the occurrence of specified corporate events.

In addition to the foregoing, US federal securities laws require Foster Wheeler to furnish (by mail or posting on the internet) the following documents to its shareholders in advance of each annual meeting:

•

an annual report containing audited financial statements; and

•

a proxy statement that complies with the requirements of the Exchange Act.

Reports on Form 6-K must contain any information not included in the issuer's latest Form 20-F that the issuer: (i) makes or is required to make public in its home country; (ii) files or is required to file with a non-US securities exchange on which its securities are traded and which was made public by that securities exchange; or (iii) distributed or is required to distribute to its security holders, where, in the case of (i), (ii) or (iii), such information is material to the foreign issuer and its subsidiaries, taken as a whole.

INTERESTS OF FOSTER WHEELER, AMEC INTERNATIONAL INVESTMENTS BV AND AMFW
AND THEIR DIRECTORS AND OFFICERS

Interests of Foster Wheeler's Directors and Officers in the Squeeze-Out Merger

In considering the recommendation of the Foster Wheeler Board with respect to the approval of the Merger Agreement and the transactions contemplated thereby, you should be aware that all or some of Foster Wheeler's directors and executive officers may have interests in the Squeeze-Out Merger that are different from, or in addition to, those of Foster Wheeler's shareholders generally. These interests include, but are not limited to that each of the members of the Foster Wheeler Board and certain executive officers are also either an employee of AMFW or are or will become a member of the AMFW Board, that certain of Foster Wheeler's directors were appointed to the AMFW Board subsequent to the closing of the Offer or will be appointed to the AMFW Board and that Foster Wheeler's directors continue to be covered by indemnification and insurance, with respect to claims arising out of or from services provided to Foster Wheeler and/or AMFW. Additionally, certain of Foster Wheeler's directors that were or will be appointed to the AMFW Board, in connection with their appointment to the AMFW Board, entered into agreements by which they have agreed to comply with and act on the instructions provided by AMFW, subject to certain exceptions. The members of the Foster Wheeler Board were aware of and considered these interests, among other matters, in evaluating the Merger Agreement and the Squeeze-Out Merger, and in making their recommendation to shareholders.

The following directors and executive officers of Foster Wheeler also are or will be directors and officers of AMFW:

As certain directors and executive officers of Foster Wheeler are also directors and officers of AMFW, AMFW is considered an associate of Foster Wheeler. For information regarding security ownership of Foster Wheeler Shares and AMFW Shares, see "Security Ownership of Certain Beneficial Holders and Management of Foster Wheeler". For information regarding arrangements with directors

and executive officers, see "Interests of Foster Wheeler, AMEC International Investments BV and AMFW and Their Directors and Officers—The Mandate Agreements between AMFW and the New Directors".

It is possible that certain directors and executive officers of Foster Wheeler will enter into arrangements with AMFW in the future.

Immediately prior to the completion of the Offer, Foster Wheeler's directors were: Clayton C. Daley, Jr., Steven J. Demetriou, Edward G. Galante, John M. Malcolm, J. Kent Masters, Stephanie S. Newby, Henri Philippe Reichstul and Maureen B. Tart-Bezer. In accordance with the Implementation Agreement, on 13 November 2014, Clayton C. Daley, Jr., Steven J. Demetriou, Edward G. Galante, John M. Malcolm, Henri Philippe Reichstul and Maureen B. Tart-Bezer each resigned from the Board of Directors of Foster Wheeler. Foster Wheeler Shares held by such Directors were tendered pursuant to the Offer and all equity awards held by such Directors have been paid in cash as described under "—Stock Ownership and Equity Awards" below. None of the past Directors of Foster Wheeler have a substantial interest, direct or indirect, in the Squeeze-Out Merger.

Umberto della Salla's employment with Foster Wheeler ended with his retirement on 31 December 2013 and he served as a Director until the annual general meeting on 7 May 2014. All Shares held by Mr della Sala, with the exception of one share which Mr della Sala holds as a record holder, were tendered pursuant to the Offer and all equity awards held by Mr della Sala were paid in cash as described under "—Stock Ownership and Equity Awards" below.

On 13 November 2014, J. Kent Masters resigned as Chief Executive Officer of Foster Wheeler. Pursuant to a co-ordination and settlement agreement entered into with AMFW, Mr Masters will remain an employee of Foster Wheeler Inc. until the expiration of his 90 day notice period. Under the terms of his employment agreement and the co-ordination and settlement agreement, Mr Masters is entitled to a payment of $13,732,879 upon the termination of his employment. This figure includes an estimate of the value of equity awards over the 525,918 AMFW Shares which would vest on termination. This estimate uses an AMFW share price of £10.81 as of 12 November 2014 and an exchange rate of £0.63 per US dollar as at 12 November 2014. In relation to Mr Masters' co-ordination and settlement agreement relating to his termination, a payment of $100,000 plus VAT (if any) was made to his attorney in respect of legal advice in relation to that agreement. Tax equalisation arrangements will apply to the severance payment in accordance with the terms of Mr Masters' employment agreement.

Furthermore, on 13 November 2014, notice was given to terminate the employment of Franco Baseotto, Foster Wheeler's Executive Vice President, Chief Financial Officer and Treasurer, Michelle K. Davies, Foster Wheeler's Executive Vice President, General Counsel and Corporate Secretary, Rakesh K. Jindal, Foster Wheeler's Vice President of Tax and Beth B. Sexton, Foster Wheeler's Executive Vice President of Human Resources. In accordance with the terms of their respective employment agreements, it is expected that their employment will terminate following the expiration of their respective 90 day notice periods. In accordance with the terms of their employment agreements, it is expected that each of Messrs Baseotto and Jindal and Mses. Davies and Sexton will enter into settlement agreements with AMFW and the employing group company and will be paid severance payments on termination of employment in accordance with their contractual entitlements under the terms of their employment agreements, see "—Potential Severance Arrangements" below.

In accordance with the Implementation Agreement, senior management and other Foster Wheeler employees received cash payments in settlement of awards granted pursuant to the Foster Wheeler AG Omnibus Plan prior to 8 November 2012, which vested at completion of the Offer. As a result, J. Kent Masters received $5,422,196, Franco Baseotto received $1,111,726, Michelle K. Davies received $394,254, Rakesh K. Jindal received $264,665 and Beth B. Sexton received $484,836 (these payment values are gross, and have not been reduced to reflect any amounts of tax or social security that may have been paid or payable by the executive).

Certain Company directors and executive officers may be deemed to beneficially own Foster Wheeler Shares. For a more detailed description of these shareholdings, see "Security Ownership of Certain Beneficial Holders and Management of Foster Wheeler".

Certain Company directors and executive officers previously held stock options, restricted share units, or RSUs, and restricted share units with performance goals, or PRSUs, granted pursuant to the Foster Wheeler AG Omnibus Plan. Following the completion of the Offer, unvested stock options, RSUs and PRSUs either vested in full and were satisfied by payment of a cash sum or were replaced with equivalent awards of AMFW Shares.

Foster Wheeler has previously entered into employment agreements with some of its executive officers, which, among other things, specify the severance payments and benefits to be provided upon various circumstances of termination of employment. Upon the termination of employment in connection with the Offer (and subject to the terms of any co-ordination and settlement agreements entered into), it is estimated that certain Foster Wheeler executive officers would be entitled to the following payments:

Potential Payments to Named Executive Officers in Connection with the Squeeze-Out Merger

None of Foster Wheeler's named executive officers will receive compensation that is based on or otherwise related to the Squeeze-Out Merger.

The name, citizenship, business address, business telephone, principal occupation or employment, and five-year employment history for each of AMEC International Investments BV's directors and AMFW's current directors and executive officers and certain other information is set forth in "Management of AMEC International Investments BV and AMFW".

On 26 August 2013, AMFW and Foster Wheeler entered into a mutual confidentiality agreement, which is referred to as the Confidentiality Agreement. Under the Confidentiality Agreement, each of AMFW and Foster Wheeler has agreed, among other things, to keep non-public information regarding the other in strict confidence (subject to certain exceptions). Each of AMFW and Foster Wheeler has also agreed that it would only disclose, reproduce or distribute confidential information to its respective representatives to the extent that such disclosure is necessary for the purposes of evaluating, negotiating and/or advising on the proposed transaction, or as may be required by law, regulation or any stock exchange or competent governmental or regulatory authority or by a valid and effective subpoena, order or other document issued by a court of competent jurisdiction (subject to certain conditions). Under the Confidentiality Agreement, each of AMFW and Foster Wheeler also agreed to certain "standstill" provisions with respect to the other party for a period of 18 months from the date of the Confidentiality Agreement. Each of AMFW and Foster Wheeler also agreed that for two years from the date of the Confidentiality Agreement, it would not solicit or hire certain of the other party's officers and employees, subject to certain exceptions.

This summary of the Confidentiality Agreement does not purport to be complete and is qualified in its entirety by reference to the Confidentiality Agreement, which is filed as Exhibit 10.24 hereto and is incorporated herein by reference.

On 12 January 2014, AMFW and Foster Wheeler executed a non-solicitation letter, which is referred to as the Non-Solicitation Agreement, which prohibited Foster Wheeler from soliciting, initiating, or engaging in any discussions with any other party concerning any takeover proposal that, if consummated, would result in a transaction that would preclude or materially restrict the Acquisition, or from approving, endorsing, recommending, executing, or entering into any agreement, letter of intent, or contract with respect to a takeover proposal other than Foster Wheeler until 22 February 2014. The Non-Solicitation Agreement terminated upon execution of the Implementation Agreement.

This summary of the Non-Solicitation Agreement does not purport to be complete and is qualified in its entirety by reference to the Non-Solicitation Agreement, which is filed as Exhibit 10.25 hereto and is incorporated herein by reference.

In satisfaction of one of the conditions to the completion of the Offer, see "Material Agreements—Implementation Agreement—Conditions to Completion of the Offer", the New Directors, J. Kent Masters and Stephanie S. Newby, have each entered into a mandate agreement with AMFW, or the Mandate Agreement. The Mandate Agreement requires that, subject to and with effect from the closing of the Offer, the New Director must comply with and act on the instructions provided by AMFW, provided that the New Director does not have to comply with any instruction that (i) would result in the New Director not acting in accordance with all applicable laws and regulations including his or her fiduciary duties as a director of Foster Wheeler or (ii) could conflict with the New Directors'

rights or obligations under the Implementation Agreement. If AMFW is unable to, or does not provide instructions, or a matter requires immediate action and the New Director cannot obtain instructions from AMFW, then the New Director must act, to the best of his or her knowledge, in the best interest of Foster Wheeler. The New Director will be entitled to an annual fee of CHF20,000 for his or her service as a director following the closing of the Offer.

During the term of the Mandate Agreement and following its termination, AMFW shall not, and shall procure that Foster Wheeler will not, bring any claim for monetary damages against the New Director in his or her capacity as agent under the Mandate Agreement and/or director of Foster Wheeler except for claims for, or based upon, fraud, unlawful intent or gross negligence. In addition, under the Mandate Agreement, AMFW will waive any claims and release the New Director from any responsibility, and instruct that Foster Wheeler shall waive any claims and release the New Director from any responsibility arising out of or in connection with the New Director's actions or omissions in the direction and management of Foster Wheeler made in accordance with AMFW's instructions.

If AMFW terminates the Mandate Agreement after the completion of the Offer, the New Director shall resign from the Foster Wheeler Board in accordance with AMFW's instructions. If the New Director terminates the Mandate Agreement after the completion of the Offer, the New Director shall, unless mutually agreed otherwise, resign from the Foster Wheeler Board with immediate effect.

This summary of the Mandate Agreements does not purport to be complete and is qualified in its entirety by reference to the Mandate Agreements, which are filed as Exhibits 10.26 and 10.27 hereto and is incorporated herein by reference.

AMFW has entered into a coordination agreement, dated as of 2 October 2014, with J. Kent Masters, referred to as the Coordination Agreement, relating to his termination arrangements. The Coordination Agreement also includes a form of settlement agreement to be entered into by and among J. Kent Masters, AMFW and Foster Wheeler Inc. on or after the date of termination of the employment of J. Kent Masters, referred to as the Settlement Agreement, and, together with the Coordination Agreement, the Coordination and Settlement Agreement. The Coordination and Settlement Agreement provides that J. Kent Masters will step down from his role as Chief Executive Office with effect from the closing of the Offer. He will remain an employee of Foster Wheeler Inc. until the expiration of his 90 day notice period (unless he resigns prior to that date in accordance with the terms of his employment agreement).

The Coordination and Settlement Agreement, among other things, (a) contains waivers of claims in relation to J. Kent Masters' employment and (b) provides for the following payments upon the termination of J. Kent Masters' employment (which payments would be due under the terms of his employment agreement upon termination of his employment without cause or resignation by J. Kent Masters for good reason during a change of control period): (i) two times his annual base salary of $1,050,000 per year; (ii) two times his target STI at 110 per cent. of base salary; (iii) pro rata portion of his target STI at 110 per cent. of base salary for the year in which his employment is terminated or an annual incentive payment pursuant to the short term incentive plan (to the extent not already paid, and if his termination date falls in 2015, he will be entitled to a bonus for 2014 in addition to a time prorated bonus for 2015), (iv) accelerated vesting of all outstanding replacement awards granted as described under "Material Agreements—Implementation Agreement—Treatment of Foster Wheeler Long-Term Incentive Awards"; (v) 24 months of continuing health and welfare benefits; (vi) executive career assistance up to a maximum value of $8,000; (vii) tax equalisation in accordance with his employment agreement; and (viii) repatriation costs in accordance with his employment agreement. The Coordination and Settlement Agreement also provides for a payment of $100,000 plus VAT to his attorneys in respect of fees for legal advice received in relation to this agreement.

This summary of the Coordination and Settlement Agreement does not purport to be complete and is qualified in its entirety by reference to the Coordination and Settlement Agreement, which is filed as Exhibit 10.23 hereto and is incorporated herein by reference.

Pursuant to the Implementation Agreement, two of the current Directors of Foster Wheeler shall be appointed as non-executive Directors of AMFW following the closing of the Offer. In connection with their appointment to the AMFW Board, each of the New Directors has entered into letters of appointment with AMFW whereby they have agreed to their appointment as non-executive Directors of AMFW (i) in the case of Stephanie Newby, with effect from the Offer closing and (ii) in the case of J. Kent Masters, following the Offer closing immediately following the date on which his employment with Foster Wheeler terminates, but provided he is no longer a director of Foster Wheeler. The terms of the appointment of the New Directors are expected to be substantially the same as the terms of appointment of the other non-executive Directors on the AMFW Board. As part of these terms, it is expected that AMFW will provide the New Directors with customary rights to indemnification against personal liability and customary rights under directors' and officers' liability insurance, in each case on the same terms as the other non-executive Directors on the AMFW Board.

This summary of the Letters of Appointment does not purport to be complete and is qualified in its entirety by reference to the Letters of Appointment, which are filed as Exhibits 10.21 and 10.22 hereto and are incorporated herein by reference.

Except as described above and as set forth elsewhere in this prospectus, there have been no agreements, arrangements or understandings, nor any actual or potential conflict of interest, between AMFW, AMEC International Investments BV, or, to the best knowledge of AMFW and AMEC International Investments BV, any of their directors or executive officers or any of their affiliates on the one hand, and Foster Wheeler, its executive officers, directors or affiliates on the other hand.

Except as described in this prospectus, none of AMFW, AMEC International Investments BV, nor, to the best knowledge of AMFW and AMFW Investments International BV, any of their directors, including the New Directors, and executive officers, has any contract, arrangement, understanding or relationship with any other person with respect to any securities of Foster Wheeler, including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss, guarantees of profits, division of profits or loss or the giving or withholding of proxies.

Except as set forth in this prospectus, there have been no contacts, negotiations or transactions between AMFW or any of its subsidiaries, including AMFW Investments International BV, or, to the best knowledge of AMFW and AMEC International Investments BV, any of their current directors and executive officers, on the one hand, and Foster Wheeler or its affiliates, on the other hand, concerning a merger, consolidation or acquisition, tender offer or other acquisition of securities, an election of directors or a sale or other transfer of a material amount of assets during the past two years.

Except as described in this prospectus, none of AMFW, AMEC International Investments BV, nor, to the best knowledge of AMFW and AMEC International Investments BV, any of their current directors and executive officers, has had any business relationship or transaction with Foster Wheeler or any of its executive officers, directors or affiliates that is required to be reported under the rules and regulations of the SEC applicable to the Offer.

As of the date of this prospectus, except as described in this prospectus, none of (i) AMFW, AMEC International Investments BV, or, to the best knowledge of AMFW and AMEC International Investments BV, any of their directors, including the New Directors, or executive officers, or any of their respective associates or majority owned subsidiaries, beneficially owns or has any right to acquire, directly or indirectly, any securities of Foster Wheeler; and (ii) in the 60 days prior to the date of this prospectus, none of AMFW, AMEC International Investments BV, or, to the best knowledge of AMFW and AMEC International Investments BV, or any of their current directors or executive officers or any of their respective associates or majority owned subsidiaries, have effected any transactions in securities of Foster Wheeler.

AMFW does not believe that the Offer and the Acquisition will result in a change of control impacting grants under any of its long-term incentive or stock option plans or a change in control under any change in control agreement between it and its employees. As a result, no options or other equity grants by such persons will vest as a result of the Offer and Acquisition.

As of the date of this prospectus and except as set forth elsewhere in this section, neither AMFW nor AMFW Investments International BV has nor expects to employ or use any officer, class of employees or corporate assets of Foster Wheeler in connection with the Offer.

AMFW shares are listed on the LSE under the symbol "AMFW". As at 15 December 2014, AMFW had 11,207 holders of record. The following table sets forth the highest and lowest quoted prices of AMFW shares on the LSE.

	AMFW Shares

	High		Low
	(£ per AMFW share)
Year ended 31 December
2009		8.66		4.92
2010		11.68		7.34
2011		12.51		7.41
2012		11.72		9.23
2013		12.07		9.66
Year ended 31 December 2012
First Quarter		11.71		9.33
Second Quarter		11.47		9.23
Third Quarter		11.72		10.20
Fourth Quarter		11.55		9.95
Year ended 31 December 2013
First Quarter		11.24		10.10
Second Quarter		10.98		9.66
Third Quarter		11.10		10.02
Fourth Quarter		12.07		10.40
Year ending 31 December 2014
First Quarter		11.24		10.20
Second Quarter		12.62		11.65
Third Quarter		12.45		10.59
Fourth Quarter (through 15 December)		11.05		7.90
Year ending 31 December 2014
June		12.62		11.96
July		12.45		11.38
August		11.46		10.69
September		11.20		10.59
October		10.92		9.90
November		11.05		9.35
December (through 15 December)		9.36		7.90

As at 15 December 2014, the latest practicable day prior to the date of this prospectus, the quoted price of AMFW shares on the LSE was £7.90.

Foster Wheeler shares were delisted from NASDAQ on 4 December 2014. As at 15 December 2014, Foster Wheeler had 1,537 holders of record. The following table sets forth the reported high and low sales prices in US dollars of Foster Wheeler shares on NASDAQ for the periods indicated.

	Foster Wheeler shares

	High		Low
	($ per Foster Wheeler share)
Year ended 31 December
2009		34.96		12.88
2010		35.00		20.53
2011		39.63		17.07
2012		25.67		15.60
2013		33.00		19.56
Year ended 31 December 2012
First Quarter		25.67		19.47
Second Quarter		24.05		15.87
Third Quarter		24.68		15.60
Fourth Quarter		24.76		21.12
Year ended 31 December 2013
First Quarter		27.01		19.87
Second Quarter		24.79		19.56
Third Quarter		26.52		20.40
Fourth Quarter		33.00		25.90
Year ending 31 December 2014
First Quarter		32.42		29.39
Second Quarter		34.73		32.84
Third Quarter		34.92		31.11
Fourth Quarter (through 3 December)		31.60		27.52
Year ending 31 December 2014
June		34.73		33.77
July		34.92		32.96
August		32.87		31.84
September		32.42		31.11
October		31.44		29.88
November		31.60		28.50
December (through 3 December)		28.39		27.52

The following table sets forth the pounds sterling amount of interim and final net dividends declared on each AMFW share during the periods indicated:

On 21 May 2014, Foster Wheeler distributed the Permitted Foster Wheeler Dividend to holders of Foster Wheeler shares outstanding on the date of the Foster Wheeler annual general meeting on 7 May 2014.

Linklaters LLP, One Silk Street, London EC2Y 8QH, United Kingdom will pass on the validity of the AMFW shares to be issued pursuant to the Squeeze-Out Merger.

The consolidated financial statements of AMFW as at 30 June 2014, 31 December 2013 and 2012 for the six months ended 30 June 2014 and for each of the three years in the period ended 31 December 2013 included in this prospectus have been included in reliance on the report of Ernst & Young LLP, an independent registered public accounting firm, given on the authority of such firm as experts in accounting and auditing.

The financial statements of Foster Wheeler as at 31 December 2013 and 2012 and for each of the three years in the period ended 31 December 2013 included in this prospectus have been included in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

Foster Wheeler files reports with the SEC. You may read and copy any reports, statements or other information on file with the SEC at the SEC's public reference room located at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. SEC filings are also available to the public from commercial prospectus retrieval services and at the internet website maintained by the SEC at www.sec.gov. You can also get more information by visiting Foster Wheeler's website (www.fwc.com). Website materials are not part of this prospectus.

AMFW has filed a registration statement on Form F-4, including the exhibits and annexes thereto, with the SEC (SEC file no. 333-199116) and has registered the AMFW shares that will underlie the AMFW ADSs that holders of Foster Wheeler shares will receive following completion of the Squeeze-Out Merger. This document is part of that registration statement on Form F-4 and is a prospectus of AMFW. This prospectus does not contain all the information set forth in the registration statement, some parts of which are omitted in accordance with the rules and regulations of the SEC. Deutsche Bank Trust Company Americas, as the AMFW depositary, has filed a separate registration statement on Form F-6 (Registration No. 333-198926) with the SEC for the registration of the AMFW ADSs that Foster Wheeler shareholders will receive in connection with the Squeeze-Out Merger. For further information, you should read the two registration statements on Form F-4 and Form F-6 and the exhibits and schedules filed with those registration statements as they contain important information about AMFW and Foster Wheeler and the AMFW shares and AMFW ADSs.

You should rely only on the information contained in this prospectus. AMFW has not authorised anyone to provide you with information that is different than what is contained in this prospectus. This prospectus is accurate as at its date. You should not assume that the information contained in this prospectus is accurate as at any date other than that date, and neither the mailing of this prospectus to you nor the issuance of AMFW shares or AMFW ADSs in the Squeeze-Out Merger shall create any implication to the contrary.

SERVICE OF PROCESS AND ENFORCEABILITY OF CIVIL LIABILITIES
UNDER US SECURITIES LAWS

AMFW is a public limited company incorporated under the laws of England and Wales. Two of AMFW's directors and one PDMR reside in the United States. All of AMFW's other directors, executive officers and PDMRs, and certain experts named in this prospectus, reside outside the United States. All or a substantial portion of AMFW's assets and the assets of those non-resident persons are located outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon AMFW or those persons or to enforce against AMFW or them, either inside or outside the United States, judgments obtained in US courts, or to enforce in US courts, judgments obtained against them in courts in jurisdictions outside the United States, in any action predicated upon civil liability provisions of the federal securities laws of the United States. AMFW has been advised by its English solicitors, Linklaters LLP (as to English law), that, both in original actions and in actions for the enforcement of judgments of US courts, there is doubt as to whether civil liabilities predicated solely upon the US federal securities laws are enforceable in England.

	Six months ended 30 June 2014

	Note	Before amortisation and exceptional items			Amortisation and exceptional items (note 4)			Total
		£ million			£ million			£ million
Continuing operations
Revenue	3		1,858			—			1,858
Cost of sales			(1,614	)		—			(1,614	)

Gross profit			244			—			244
Administrative expenses			(103	)		(50	)		(153	)
Loss on business disposals and closures			—			(15	)		(15	)

Profit/(loss) before net financing expense			141			(65	)		76
Financial income			5			—			5
Financial expense			(4	)		—			(4	)
Net financing income			1			—			1
Share of post-tax results of joint ventures			6			—			6

Profit/(loss) before income tax	3		148			(65	)		83
Income tax	5		(31	)		7			(24	)

Profit/(loss) for the period from continuing operations			117			(58	)		59
Loss for the period from discontinued operations	6		(8	)		(7	)		(15	)

Profit/(loss) for the period			109			(65	)		44



Attributable to:
Equity holders of the parent									44
Non-controlling interests									—

									44



Basic earnings/(loss) per share:	7
Continuing operations			39.9p						20.2p
Discontinued operations			(2.9	)p					(5.2	)p

			37.0p						15.0p



Diluted earnings/(loss) per share:	7
Continuing operations			39.1p						19.8p
Discontinued operations			(2.8	)p					(5.1	)p

			36.3p						14.7p

	Six months ended 30 June 2013

	Note	Before amortisation and exceptional items (Restated)			Amortisation and exceptional items (note 4)			Total (Restated)
		£ million			£ million			£ million
Continuing operations
Revenue	3		1,991			—			1,991
Cost of sales			(1,725	)		—			(1,725	)

Gross profit			266			—			266
Administrative expenses			(112	)		(30	)		(142	)
Loss on business disposals and closures			—			(6	)		(6	)

Profit/(loss) before net financing expense			154			(36	)		118
Financial income			3			—			3
Financial expense			(4	)		—			(4	)
Net financing expense			(1	)		—			(1	)
Share of post-tax results of joint ventures			1			—			1

Profit/(loss) before income tax	3		154			(36	)		118
Income tax	5		(33	)		11			(22	)

Profit/(loss) for the period from continuing operations			121			(25	)		96
Loss for the period from discontinued operations	6		(1	)		(4	)		(5	)

Profit/(loss) for the period			120			(29	)		91



Attributable to:
Equity holders of the parent									92
Non-controlling interests									(1	)

									91



Basic earnings/(loss)per share:	7
Continuing operations			41.3p						32.8p
Discontinued operations			(0.2	)p					(1.6	)p

			41.1p						31.2p



Diluted earnings/(loss) per share:	7
Continuing operations			40.6p						32.2p
Discontinued operations			(0.2	)p					(1.6	)p

			40.4p						30.6p

	Year ended 31 December 2013

	Note	Before amortisation and exceptional items			Amortisation and exceptional items (note 4)			Total
		£ million			£ million			£ million
Continuing operations
Revenue	3		3,974			—			3,974
Cost of sales			(3,431	)		—			(3,431	)

Gross profit			543			—			543
Administrative expenses			(228	)		(65	)		(293	)
Loss on business disposals and closures			—			(7	)		(7	)

Profit/(loss) before net financing expense			315			(72	)		243
Financial income			12			—			12
Financial expense			(14	)		—			(14	)
Net financing expense			(2	)		—			(2	)
Share of post-tax results of joint ventures			14			—			14

Profit/(loss) before income tax	3		327			(72	)		255
Income tax			(67	)		(2	)		(69	)

Profit/(loss) for the year from continuing operations			260			(74	)		186
Loss for the year from discontinued operations	6		(8	)		—			(8	)

Profit/(loss) for the year			252			(74	)		178



Attributable to:
Equity holders of the parent									179
Non-controlling interests									(1	)

									178



Basic earnings/(loss) per share:	7
Continuing operations			89.0p						63.8p
Discontinued operations			(2.7	)p					(2.7	)p

			86.3p						61.1p



Diluted earnings/(loss) per share:	7
Continuing operations			87.2p						62.5p
Discontinued operations			(2.7	)p					(2.7	)p

			84.5p						59.8p

	Six months ended 30 June 2014			Six months ended 30 June 2013			Year ended 31 December 2013

	£ million			£ million			£ million
Profit for the period		44			91			178
Other comprehensive income:
Items that may be reclassified to profit and loss:
Exchange movements on translation of foreign subsidiaries		(17	)		25			(70	)
Net loss on hedges of net investment in foreign subsidiaries		(1	)		(1	)		(1	)
Tax on exchange movements		—			—			1
Cash flow hedges:
Effective portion of changes in fair value		(2	)		(1	)		3
Tax on effective portion of changes in fair value		1			—			(1	)
Transferred to the income statement		—			—			1

		(19	)		23			(67	)

Items that will not be reclassified to profit and loss:
Actuarial gains on defined benefit pension schemes		—			—			40
Tax on actuarial gains		—			—			(20	)

		—			—			20

Other comprehensive income		(19	)		23			(47	)

Total comprehensive income		25			114			131



Attributable to:
Equity holders of the parent		25			115			133
Non-controlling interests		—			(1	)		(2	)

Total comprehensive income		25			114			131

		30 June 2014			30 June 2013			31 December 2013

		£ million			£ million			£ million
ASSETS
Non-current assets
Property, plant and equipment			39			42			39
Intangible assets	9		903			966			907
Interests in joint ventures			49			45			52
Derivative financial instruments			1			—			1
Retirement benefit assets			102			85			102
Other receivables	10		24			27			24
Deferred tax assets			38			54			35

Total non-current assets			1,156			1,219			1,160

Current assets
Inventories			5			6			3
Trade and other receivables			994			1,104			956
Derivative financial instruments			4			4			5
Current tax receivable			13			4			10
Bank deposits (more than three months)			22			19			18
Cash and cash equivalents (excluding bank overdrafts)			176			196			232

Total current assets			1,214			1,333			1,224

Total assets			2,370			2,552			2,384

LIABILITIES
Current liabilities
Bank loans and overdrafts			(170	)		(190	)		(129	)
Trade and other payables			(846	)		(904	)		(801	)
Derivative financial instruments			(6	)		(3	)		(1	)
Current tax payable			(74	)		(63	)		(73	)

Total current liabilities			(1,096	)		(1,160	)		(1,004	)

Non-current liabilities
Trade and other payables	10		(11	)		(10	)		(11	)
Retirement benefit liabilities			(63	)		(99	)		(62	)
Deferred tax liabilities			(13	)		(10	)		(20	)
Provisions	11		(155	)		(173	)		(163	)

Total non-current liabilities			(242	)		(292	)		(256	)

Total liabilities			(1,338	)		(1,452	)		(1,260	)

Net assets			1,032			1,100			1,124



EQUITY
Share capital			152			152			152
Share premium account			101			101			101
Hedging and translation reserves			14			122			33
Capital redemption reserve			34			34			34
Retained earnings			729			688			802

Total equity attributable to equity holders of the parent			1,030			1,097			1,122
Non-controlling interests			2			3			2

Total equity			1,032			1,100			1,124

	Share capital		Share premium		Hedging reserve			Transl'n reserve			Capital redemption reserve		Retained earnings			Total			Non- controlling interests		Total equity

	£ million		£ million		£ million			£ million			£ million		£ million			£ million			£ million		£ million
As at 1 Jan 2014		152		101		1			32			34		802			1,122			2		1,124
Profit for the period		—		—		—			—			—		44			44			—		44
Exchange movements on translation of foreign subsidiaries		—		—		—			(17	)		—		—			(17	)		—		(17	)
Net loss on hedges of net investment in foreign subsidiaries		—		—		—			(1	)		—		—			(1	)		—		(1	)
Effective portion of changes in fair value of cash flow hedges		—		—		(2	)		—			—		—			(2	)		—		(2	)
Tax on effective portion of changes in fair value of cash flow hedges		—		—		1			—			—		—			1			—		1

Other comprehensive income for the period		—		—		(1	)		(18	)		—		—			(19	)		—		(19	)

Total comprehensive income for the period		—		—		(1	)		(18	)		—		44			25			—		25
Dividends		—		—		—			—			—		(124	)		(124	)		—		(124	)
Equity settled share-based payments		—		—		—			—			—		2			2			—		2
Utilisation of treasury shares		—		—		—			—			—		5			5			—		5

As at 30 Jun 2014		152		101		—			14			34		729			1,030			2		1,032

	Share capital			Share premium		Hedging reserve			Transl'n reserve			Capital redemption reserve		Retained earnings			Total			Non- controlling interests			Total equity

	£ million			£ million		£ million			£ million			£ million		£ million			£ million			£ million			£ million
As at 1 Jan 2013		154			101		(2	)		101			32		693			1,079			4			1,083
Profit for the period		—			—		—			—			—		92			92			(1	)		91
Exchange movements on translation of foreign subsidiaries		—			—		—			25			—		—			25			—			25
Net loss on hedges of net investment in foreign subsidiaries		—			—		—			(1	)		—		—			(1	)		—			(1	)
Effective portion of changes in fair value of cash flow hedges		—			—		(1	)		—			—		—			(1	)		—			(1	)

Other comprehensive income for the period		—			—		(1	)		24			—		—			23			—			23

Total comprehensive income for the period		—			—		(1	)		24			—		92			115			(1	)		114
Dividends		—			—		—			—			—		(108	)		(108	)		—			(108	)
Equity settled share-based payments		—			—		—			—			—		8			8			—			8
Acquisition of shares by trustees of the Performance Share Plan		—			—		—			—			—		(2	)		(2	)		—			(2	)
Utilisation of treasury shares		—			—		—			—			—		5			5			—			5
Acquisition of shares under the buyback programme		(2	)		—		—			—			2		—			—			—			—

As at 30 Jun 2013		152			101		(3	)		125			34		688			1,097			3			1,100

	Six months ended 30 June 2014			Six months ended 30 June 2013 (Restated)			Year ended 31 December 2013

	£ million			£ million			£ million
Cash flow from operating activities
Profit before income tax from continuing operations		83			118			255
Loss before income tax from discontinued operations		(18	)		(6	)		(16	)

Profit before income tax		65			112			239
Financial income		(5	)		(3	)		(12	)
Financial expense		4			4			14
Share of post-tax results of joint ventures		(6	)		(1	)		(14	)
Intangible amortisation		21			22			47
Depreciation		5			6			12
Loss on disposal of businesses		28			5			6
Difference between contributions to retirement benefit schemes and current service cost		4			4			—
Profit on disposal of property, plant and equipment		—			(1	)		(1	)
Equity settled share-based payments		2			8			14

		118			156			305
(Increase)/decrease in inventories		(2	)		(2	)		1
(Increase)/decrease in trade and other receivables		(42	)		(89	)		66
Decrease in trade and other payables and provisions		(63	)		(24	)		(80	)

Cash generated from operations		11			41			292
Tax paid		(25	)		(29	)		(52	)

Net cash flow from operating activities		(14	)		12			240

Cash flow from investing activities
Acquisition of businesses (net of cash acquired)		—			—			(20	)
Funding of joint ventures		(1	)		(5	)		(7	)
Purchase of property, plant and equipment		(7	)		(4	)		(10	)
Purchase of intangible assets		(12	)		(7	)		(13	)
Movement in bank deposits (more than three months)		(4	)		(2	)		(1	)
Disposal of businesses (net of cash disposed of)		(1	)		(1	)		(4	)
Disposal of joint ventures		(21	)		—			—
Disposal of property, plant and equipment		—			1			1
Interest received		2			—			9
Dividends received from joint ventures		6			5			8
Amounts paid on maturity of net investment hedges		—			(3	)		(3	)

Net cash flow from investing activities		(38	)		(16	)		(40	)

Net cash flow before financing activities		(52	)		(4	)		200

Cash flow from financing activities
Proceeds from/(repayments of) other borrowings		50			35			(30	)
Interest paid		(4	)		(2	)		(11	)
Dividends paid		(40	)		(36	)		(108	)
Acquisition of shares for cancellation		—			(45	)		(45	)
Cash flows in respect of treasury shares (net)*		5			5			7
Cash flows in respect of facility arrangement fees		(5	)		—			—
Acquisition of shares by trustees of the Performance Share Plan		—			(2	)		(2	)

Net cash flow from financing activities		6			(45	)		(189	)

(Decrease)/increase in cash and cash equivalents		(46	)		(49	)		11
Cash and cash equivalents as at the beginning of the period		223			232			232
Exchange (losses)/gains on cash and cash equivalents		(1	)		8			(20	)

Cash and cash equivalents as at the end of the period		176			191			223



Cash and cash equivalents consist of:
Cash at bank and in hand		126			131			153
Bank deposits (less than three months)		50			65			79
Bank overdrafts		—			(5	)		(9	)

Cash and cash equivalents as at the end of the period		176			191			223
Bank deposits (more than three months)		22			19			18
Bank loans		(170	)		(185	)		(120	)

Net cash as at the end of the period		28			25			121

The interim condensed accounts of AMEC plc for the six months ended 30 June 2014 were authorised for issue in accordance with a resolution of the directors on 7 August 2014.

AMEC plc is a public limited company, which is listed on the London Stock Exchange and incorporated and domiciled in the UK. The principal activities of the company and its subsidiaries (the group) are described in note 3.

This condensed set of accounts has been prepared in accordance with IAS 34 'Interim Financial Reporting', as adopted by the EU. As required by the Disclosure and Transparency Rules of the Financial Conduct Authority, the condensed set of accounts has been prepared applying the accounting policies and presentation that were applied in the preparation of the company's published consolidated accounts for the year ended 31 December 2013.

The comparative figures for the year ended 31 December 2013 are not the group's statutory accounts for that financial year but are an extract from those accounts. The statutory accounts for the year ended 31 December 2013 have been reported on by the group's auditors and delivered to the Registrar of Companies. The report of the auditors was unqualified, did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report, and did not contain statements under section 498 (2) or (3) of the Companies Act 2006.

The consolidated accounts for the year ended 31 December 2013 were prepared in accordance with IFRS as adopted by the EU. There are no IFRS, IAS amendments or IFRIC interpretations effective for the first time this financial year that have had a material impact on the group. The accounts are presented rounded to the nearest million, however, all calculated numbers, for example earnings per share, are calculated on the underlying numbers to one decimal place precision.

For a number of years, AMEC had been taking a more selective approach to the bidding of contracts in the former Power and Process (P&P) division in the UK, most notably in the area of conventional power. During the second half of 2013, all revenue-generating activity ceased. The UK conventional power business was considered to be a major line of business and is now reported as a discontinued business and the six months ended 30 June 2013 have been restated accordingly. The impact of this restatement for the six months ended 30 June 2013 has been an increase in profit before taxation from continuing operations of £1 million and no impact in the income tax charge resulting in a higher profit after tax from continuing operations of £1 million. The impact also increases the loss for the year from discontinued operations by £1 million. There is no impact on the condensed consolidated statement of comprehensive income, the condensed consolidated statement of changes in equity or the condensed consolidated balance sheet.

The preparation of condensed accounts requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amount of assets and liabilities, income and expense. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Some of these policies require a high level of judgement, and AMEC believes that the most critical accounting policies and significant areas of judgement and estimation arise from the accounting for long-term contracts under IAS 11 'Construction contracts', for provisions under IAS 37 'Provisions, contingent liabilities and contingent assets' and for defined benefit pensions schemes under IAS 19 (revised) 'Employee Benefits'.

A significant amount of the group's activities are undertaken via long-term contracts. These contracts are accounted for in accordance with IAS 11 which requires estimates to be made for contract costs and revenues.

Management base their judgements of contract costs and revenues on the latest available information, which includes detailed contract valuations. In many cases the results reflect the expected outcome of long-term contractual obligations which span more than one reporting period. Contract costs and revenues are affected by a variety of uncertainties that depend on the outcome of future events and often need to be revised as events unfold and uncertainties are resolved. The estimates of contract costs and revenues are updated regularly and significant changes are highlighted through established internal review procedures. In particular, the internal reviews focus on the timing and recognition of incentive payments and the age and recoverability of any unagreed income from variations to the contract scope or claims. The impact of the changes in accounting estimates is then reflected in the ongoing results.

When accounting for provisions for litigation and other items the group has taken the appropriate and practical internal and external advice in considering known legal claims and actions made by or against the group. It carefully assesses the likelihood of success of a claim or action. Appropriate provisions are made for legal claims or actions against the group on the basis of likely outcome, but no provisions are made for those which in the view of management are unlikely to succeed. Known and reasonably likely legal claims or actions for which a provision has not been established are not expected to have a material impact on the group. The possibility of other claims being made in the future is considered by AMEC, but in general their occurrence or outcome cannot be predicted within any degree of certainty.

Defined benefit pension schemes are accounted for in accordance with the advice of independent qualified actuaries but significant judgements are required in relation to the assumptions for future salary and pension increases, inflation, the discount rate applied to the liabilities and member longevity that underpin their valuations. For AMEC, these assumptions are important given the relative size of the schemes that remain open.

The directors are satisfied that the group has adequate resources to operate for the foreseeable future and, therefore, it is appropriate to continue to adopt the going concern basis in preparing the accounts. At 30 June 2014 the group held net cash of £28 million and had committed and available banking facilities of £477 million.

AMEC is a focused supplier of consultancy, engineering and project management services to customers in the world's oil and gas, mining, clean energy, and environment and infrastructure markets. The group's results are reported on a geographic basis. Each of the three geographies is considered to be a reportable segment.

AMEC's Chief Executive together with the senior management team constitutes the chief operating decision maker and they regularly review the performance of these three geographies, as well as the Investment Services segment. Details of the services offered by each business unit and the end markets in which they operate are given in the segmental review on pages F-12 to F-13.

	Revenue									Profit/(loss)

	Six months ended 30 June 2014			Six months ended 30 June 2013 (Restated)			Year ended 31 December 2013			Six months ended 30 June 2014			Six months ended 30 June 2013 (Restated)			Year ended 31 December 2013
	£ million			£ million			£ million			£ million			£ million			£ million
Class of business:
Americas		1,060			1,154			2,247			102			113			241
Europe		545			589			1,227			45			40			93
Growth Regions		279			265			536			17			16			33
Investment Services		3			2			6			4			8			11

		1,887			2,010			4,016			168			177			378
Internal revenue		(29	)		(19	)		(42	)

External revenue		1,858			1,991			3,974



Corporate costs⁽¹⁾											(16	)		(18	)		(35	)

EBITA⁽²⁾											152			159			343
Net financing expense⁽⁴⁾											(2	)		(4	)		(11	)

Adjusted profit before income tax											150			155			332
Tax on results of joint ventures⁽⁵⁾											(2	)		(1	)		(5	)

											148			154			327
Intangible amortisation											(21	)		(22	)		(47	)
Exceptional items											(44	)		(14	)		(25	)

Profit before income tax											83			118			255

	Six months ended 30 June 2014			Six months ended 30 June 2013			Year ended 31 December 2013

	£ million			£ million			£ million
Continuing operations:
Administrative expenses—exceptional items		(29	)		(8	)		(18	)
Administrative expenses—intangible amortisation		(21	)		(22	)		(47	)
		(50	)		(30	)		(65	)
Loss on business disposals and closures		(15	)		(6	)		(7	)

		(65	)		(36	)		(72	)
Taxation credit/(charge) on exceptional items of continuing operations		1			5			(6	)
Taxation credit on intangible amortisation		6			6			20
Taxation charge on restructuring		—			—			(16	)
		7			11			(2	)

Post-tax exceptional amortisation and exceptional items of continuing operations		(58	)		(25	)		(74	)
Exceptional items of discontinued operations (post-tax)		(7	)		(4	)		—

Post-tax amortisation and exceptional items		(65	)		(29	)		(74	)



Post-tax exceptional items		(50	)		(13	)		(47	)
Post-tax intangible amortisation		(15	)		(16	)		(27	)

		(65	)		(29	)		(74	)

During the six months ended 30 June 2014, the group disposed of its investment in the Lancashire Waste project at a loss of £20 million mainly arising from a reverse premium payable on exit. This combined with additional indemnity provisions and costs of £8 million associated with businesses sold in prior years (and classified as discontinued) to give a pre-tax loss on disposal of £28 million.

There was a credit of £5 million from the release of a provision no longer required in respect of a business closed in a prior year (and classified as continuing). Other exceptional items of £29 million includes transaction costs of £26 million relating to the proposed acquisition of Foster Wheeler AG of which £9 million has been paid in cash during the period.

Additional indemnity provisions of £8 million and costs in respect of a business sold in a prior year (and classified as discontinued) were offset by the release of a £5 million litigation provision no longer required, and foreign exchange movements on indemnity provisions established on the disposal of SPIE, to give a pre-tax exceptional loss on disposals of £5 million. There were additional litigation provisions and costs totalling £6 million in respect of a business closed in a prior year (and classified as continuing).

Other exceptional costs of £8 million include costs of £7 million associated with restructuring following the management reorganisation into geographic business units and transaction and deferred

compensation costs which, in line with IFRS 3, are charged to the income statement. Transaction costs of £1 million were incurred in the period.

Additional indemnity provisions of £10 million and costs in respect of businesses sold in prior years (and classified as discontinued) were offset by the release of a £5 million litigation provision and indemnity provisions no longer required, and give a pre-tax exceptional loss on disposals of £6 million.

There were additional litigation provisions of £9 million offset by releases of £2 million in respect of businesses closed in a prior year and classified as continuing.

Exceptional costs of £18 million in continuing operations includes £14 million restructuring costs associated with the management reorganisation into geographic business units and transaction costs of £4 million which, in line with IFRS 3, are charged to the income statement.

A tax provision of £16 million has been established for potential withholding tax following a group restructuring that resulted in a significant amount of cash being repatriated from foreign subsidiaries.

The group's effective tax rate in six months ended 30 June 2014 for the continuing businesses (including tax attributable to joint venture interests) but before exceptional items and intangible amortisation was 22 per cent (six months ended 30 June 2013: 22 per cent). The forthcoming reductions in the rate of UK corporation tax have all been substantively enacted. The effective tax rate for the full year is expected to be 22 per cent.

Discontinued operations represent the residual assets and retained obligations in respect of businesses sold in prior years, as well as the UK conventional power business which was discontinued in the second half of 2013 (see note 1 for further details).

In accordance with IFRS 5, the post-tax results of discontinued operations are disclosed separately in the consolidated income statement. The results of the discontinued operations are as follows:

Basic and diluted earnings per share are shown on the face of the income statement. The calculation of the average number of shares in issue has been made having deducted the shares held by the trustees of the Performance Share Plan and those held in treasury by the company.

Basic and diluted earnings from continuing operations is calculated as set out below:

In order to appreciate the effects on the reported performance of intangible amortisation and exceptional items, additional calculations of earnings per share are presented.

After the balance sheet date the directors declared a dividend of 14.8 pence per share payable on 5 January 2015 to equity holders on the register at the close of business on 28 November 2014. This dividend has not been provided for and there are no income tax consequences for the company.

Dividends of £124 million were charged to reserves during the six months ended 30 June 2014 being the 2013 interim dividend of 13.5 pence per share and the 2013 final dividend of 28.5 pence per share. Dividends totalling £40 million were paid during the six months ended 30 June 2014.

	Goodwill			Software			Customer relationship			Other			Total

	£ million			£ million			£ million			£ million			£ million
Cost:
As at 1 January 2014		792			66			184			40			1,082
Exchange and other movements		(13	)		(1	)		(3	)		—			(17	)
Additions		—			31			—			—			31
Disposal of businesses		—			—			—			(2	)		(2	)
Disposals and retirements		—			—			—			(2	)		(2	)

As at 30 June 2014		779			96			181			36			1,092

Amortisation:
As at 1 January 2014		35			29			80			31			175
Exchange and other movements		(1	)		(1	)		(2	)		—			(4	)
Provided during the period		—			7			11			3			21
Disposals of businesses		—			—			—			(1	)		(1	)
Disposals and retirements		—			—			—			(2	)		(2	)

As at 30 June 2014		34			35			89			31			189

Net book value:
As at 30 June 2014		745			61			92			5			903

	Goodwill			Software		Customer relationship		Other			Total

	£ million			£ million		£ million		£ million			£ million
Cost:
As at 1 January 2013		831			53		188		56			1,128
Exchange and other movements		8			1		3		1			13
Additions		—			6		—		—			6
Disposals and retirements		—			—		—		(1	)		(1	)

As at 30 June 2013		839			60		191		56			1,146

Amortisation:
As at 1 January 2013		40			21		58		40			159
Exchange and other movements		(1	)		1		—		—			—
Provided during the period		—			4		13		5			22
Disposals and retirements		—			—		—		(1	)		(1	)

As at 30 June 2013		39			26		71		44			180

Net book value:
As at 30 June 2013		800			34		120		12			966

Other non-current receivables of £24 million (30 June 2013: £27 million; 31 December 2013: £24 million) represented indemnities received on the acquisition of MACTEC and certain insurance receivables both of which are matched by liabilities included within provisions.

Trade and other payables of £11 million (30 June 2013: £10 million; 31 December 2013: £11 million) represented the amount of deferred consideration on acquisitions payable in more than one year and lease incentives received which are being amortised over the period of the lease.

The nature and measurement bases of the group's provisions are unchanged from those presented in the 2013 annual report and accounts.

	Litigation settlement and future legal costs			Indemnities granted and retained obligations on disposed businesses			Insurance			Onerous property contracts and provisions to fund joint ventures			Total

	£ million			£ million			£ million			£ million			£ million
As at 1 January 2014		37			71			37			18			163
Exchange movements		(1	)		(1	)		—			—			(2	)
Utilised		(1	)		(1	)		(2	)		(10	)		(14	)
Transfer in from other payables		—			—			—			4			4
Charged/(credited) to the income
statement:
Additional provisions		1			8			2			1			12
Unused amounts reversed		(6	)		—			—			(2	)		(8	)

As at 30 June 2014		30			77			37			11			155



As at 1 January 2013		40			69			36			26			171
Exchange movements		2			1			—			—			3
Utilised		(2	)		(1	)		(2	)		(7	)		(12	)
Charged/(credited) to the income
statement:
Additional provisions		5			8			2			2			17
Unused amounts reversed		(5	)		(1	)		—			—			(6	)

As at 30 June 2013		40			76			36			21			173

There were no significant acquisitions during the six months ended 30 June 2014.

During the six months ended 30 June 2014 there were a number of transactions with joint venture entities.

The transactions and related balances outstanding with joint ventures are as follows:

There have been no significant changes in the nature of related party transactions from those described in the last annual report.

RESPONSIBILITY STATEMENT OF THE DIRECTORS IN RESPECT OF THE HALF-YEARLY FINANCIAL REPORT

We have been engaged by the company to review the condensed set of accounts in the half-yearly financial report for the six months ended 30 June 2014 which comprises the condensed consolidated Income Statement, condensed consolidated Statement of Comprehensive Income, condensed consolidated Balance Sheet, condensed consolidated Statement of Changes in Equity, condensed consolidated Cash Flow Statement and the related notes 1 to 13. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of accounts.

This report is made solely to the company in accordance with guidance contained in International Standard on Review Engagements 2410 (United Kingdom and Ireland) 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the Auditing Practices Board. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company, for our work, for this report, or for the conclusions we have formed.

The half-yearly financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half-yearly financial report in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.

As disclosed in note 2, the annual accounts of the group are prepared in accordance with IFRSs as adopted by the European Union. The condensed set of accounts included in this half-yearly financial report has been prepared in accordance with International Accounting Standard 34 'Interim Financial Reporting', as adopted by the European Union.

Our responsibility is to express to the company a conclusion on the condensed set of accounts in the half-yearly financial report based on our review.

We conducted our review in accordance with International Standard on Review Engagements (United Kingdom and Ireland) 2410 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (United Kingdom and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of accounts in the half-yearly financial report for the six months ended 30 June 2014 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.

We have audited the accompanying consolidated balance sheets of AMEC plc as of December 31, 2013, 2012 and 2011, and the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the three years in the period ended December 31, 2013. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of AMEC plc at December 31, 2013, 2012 and 2011, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2013, in accordance with International Financial Reporting Standards as adopted by the European Union and International Financial Reporting Standards as issued by the International Accounting Standards Board.

			2013									2012									2011

	Note		Before amortisation, impairment and exceptional items			Amortisation, impairment and exceptional items (note 5)			Total			Before amortisation, impairment and exceptional items (restated)			Amortisation, impairment and exceptional items (note 5)			Total (restated)			Before amortisation, impairment and exceptional items (restated)			Amortisation, impairment and exceptional items (note 5)			Total (restated)
			£ million			£ million			£ million			£ million			£ million			£ million			£ million			£ million			£ million
Continuing operations
Revenue		2,3		3,974			—			3,974			4,088			—			4,088			3,133			—			3,133
Cost of sales				(3,431	)		—			(3,431	)		(3,556	)		—			(3,556	)		(2,641	)		—			(2,641	)

Gross profit				543			—			543			532			—			532			492			—			492
Administrative expenses				(228	)		(65	)		(293	)		(221	)		(68	)		(289	)		(206	)		(47	)		(253	)
(Loss)/profit on business disposals and closures				—			(7	)		(7	)		—			—			—			—			2			2

Profit/(loss) before net financing (expense)/income		4		315			(72	)		243			311			(68	)		243			286			(45	)		241
Financial income				12			—			12			10			—			10			10			—			10
Financial expense				(14	)		—			(14	)		(11	)		—			(11	)		(2	)		—			(2	)
Net financing (expense)/income		7		(2	)		—			(2	)		(1	)		—			(1	)		8			—			8
Share of post-tax results of joint ventures		2,13		14			—			14			12			—			12			15			—			15

Profit/(loss) before income tax		2		327			(72	)		255			322			(68	)		254			309			(45	)		264
Income tax		8		(67	)		(2	)		(69	)		(68	)		21			(47	)		(70	)		17			(53	)

Profit/(loss) for the year from continuing operations				260			(74	)		186			254			(47	)		207			239			(28	)		211
(Loss)/profit for the year from discontinued operations		9		(8	)		—			(8	)		(3	)		5			2			(9	)		25			16

Profit/(loss) for the year				252			(74	)		178			251			(42	)		209			230			(3	)		227



Attributable to:
Equity holders of the parent										179									208									227
Non-controlling interests										(1	)								1									—

										178									209									227



Basic earnings/(loss) per share		10
Continuing operations										63.8	p								65.2	p								64.4	p
Discontinued operations										(2.7	)p								0.6	p								4.8	p

										61.1	p								65.8	p								69.2	p



Diluted earnings/(loss) per share		10
Continuing operations										62.5	p								64.0	p								63.1	p
Discontinued operations										(2.7	)p								0.6	p								4.7	p

										59.8	p								64.6	p								67.8	p

		2013			2012 (restated)			2011 (restated)

		£ million			£ million			£ million
Profit for the year			178			209			227
Other comprehensive income
Items that may be reclassified to profit and loss
Exchange movements:
Exchange movements on translation of foreign subsidiaries			(70	)		(34	)		—
Net (loss)/gain on hedges of net investment in foreign subsidiaries	19		(1	)		1			4
Tax on exchange movements			1			(1	)		—
Cash flow hedges:
Effective portion of changes in fair value			3			3			—
Tax on effective portion of changes in fair value			(1	)		(1	)		—
Transferred to the income statement			1			—			—

			(67	)		(32	)		4

Items that will not be reclassified to profit and loss
Actuarial gains/(losses) on defined benefit pension schemes	14		40			37			(64	)
Tax on actuarial gains/(losses)			(20	)		(24	)		21

			20			13			(43	)

Other comprehensive income			(47	)		(19	)		(39	)

Total comprehensive income			131			190			188



Attributable to:
Equity holders of the parent			133			189			188
Non-controlling interests			(2	)		1			—

Total comprehensive income			131			190			188

		2013			2012			2011

		£ million			£ million			£ million
ASSETS
Non-current assets
Property, plant and equipment	11		39			43			35
Intangible assets	12		907			969			848
Interests in joint ventures	13		52			47			41
Derivative financial instruments	19		1			—			—
Retirement benefit assets	14		102			86			32
Other receivables	20		24			27			23
Deferred tax assets	15		35			42			72

Total non-current assets			1,160			1,214			1,051

Current assets
Inventories	16		3			4			4
Trade and other receivables	17		956			1,014			844
Derivative financial instruments	19		5			1			4
Current tax receivable			10			10			31
Bank deposits (more than three months)	23		18			17			28
Cash and cash equivalents (excluding bank overdrafts)	23		232			258			493

Total current assets			1,224			1,304			1,404

Total assets			2,384			2,518			2,455

LIABILITIES
Current liabilities
Bank loans and overdrafts	23		(129	)		(176	)		—
Trade and other payables	18		(801	)		(905	)		(758	)
Derivative financial instruments	19		(1	)		(4	)		(15	)
Current tax payable			(73	)		(66	)		(55	)

Total current liabilities			(1,004	)		(1,151	)		(828	)

Non-current liabilities
Trade and other payables	20		(11	)		(11	)		—
Derivative financial instruments	19		—			—			(3	)
Retirement benefit liabilities	14		(62	)		(93	)		(81	)
Deferred tax liabilities	15		(20	)		(9	)		—
Provisions	21		(163	)		(171	)		(169	)

Total non-current liabilities			(256	)		(284	)		(253	)

Total liabilities			(1,260	)		(1,435	)		(1,081	)

Net assets			1,124			1,083			1,374



EQUITY
Share capital	22		152			154			169
Share premium account	22		101			101			101
Hedging and translation reserves	22		33			99			131
Capital redemption reserve	22		34			32			17
Retained earnings	22		802			693			955

Total equity attributable to equity holders of the parent			1,122			1,079			1,373
Non-controlling interests			2			4			1

Total equity			1,124			1,083			1,374

The accounts on pages F-25 to F-90 were authorised for issue by the board of directors on 28 April 2014 and were signed on its behalf by:

Consolidated statement of changes in equity

For the year ended 31 December 2013

	Share capital			Share premium		Hedging reserve			Translation reserve			Capital redemption reserve		Retained earnings			Total			Non- controlling interests			Total equity

	£ million			£ million		£ million			£ million			£ million		£ million			£ million			£ million			£ million
As at 1 January 2013		154			101		(2	)		101			32		693			1,079			4			1,083

Profit for the year		—			—		—			—			—		179			179			(1	)		178

Exchange movements on translation of foreign subsidiaries		—			—		—			(69	)		—		—			(69	)		(1	)		(70	)
Net loss on hedges of net investment in foreign subsidiaries		—			—		—			(1	)		—		—			(1	)		—			(1	)
Tax on exchange movements		—			—		—			1			—		—			1			—			1
Effective portion of changes in fair value of cash flow hedges		—			—		3			—			—		—			3			—			3
Tax on effective portion of changes in fair value of cash flow hedges		—			—		(1	)		—			—		—			(1	)		—			(1	)
Cash flow hedges transferred to the income statement		—			—		1			—			—		—			1			—			1
Actuarial gains on defined benefit pension schemes		—			—		—			—			—		40			40			—			40
Tax on actuarial gains		—			—		—			—			—		(20	)		(20	)		—			(20	)

Other comprehensive income for the year		—			—		3			(69	)		—		20			(46	)		(1	)		(47	)

Total comprehensive income for the year		—			—		3			(69	)		—		199			133			(2	)		131
Dividends		—			—		—			—			—		(108	)		(108	)		—			(108	)
Equity-settled share-based payments		—			—		—			—			—		14			14			—			14
Tax on equity-settled share-based payments		—			—		—			—			—		(1	)		(1	)		—			(1	)
Acquisition of shares by trustees of the Performance Share Plan		—			—		—			—			—		(2	)		(2	)		—			(2	)
Utilisation of treasury shares		—			—		—			—			—		7			7			—			7
Acquisition of shares under the buyback programme		(2	)		—		—			—			2		—			—			—			—

As at 31 December 2013		152			101		1			32			34		802			1,122			2			1,124

Consolidated statement of changes in equity (continued)

For the year ended 31 December 2012

	Share capital			Share premium		Hedging reserve			Translation reserve			Capital redemption reserve		Retained earnings (restated)			Total (restated)			Non- controlling interests		Total equity (restated)

	£ million			£ million		£ million			£ million			£ million		£ million			£ million			£ million		£ million
As at 1 January 2012		169			101		(4	)		135			17		955			1,373			1		1,374

Profit for the year		—			—		—			—			—		208			208			1		209

Exchange movements on translation of foreign subsidiaries		—			—		—			(34	)		—		—			(34	)		—		(34	)
Net gain on hedges of net investment in foreign subsidiaries		—			—		—			1			—		—			1			—		1
Tax on exchange movements		—			—		—			(1	)		—		—			(1	)		—		(1	)
Effective portion of changes in fair value of cash flow hedges		—			—		3			—			—		—			3			—		3
Tax on effective portion of changes in fair value of cash flow hedges		—			—		(1	)		—			—		—			(1	)		—		(1	)
Actuarial gains on defined benefit pension schemes		—			—		—			—			—		37			37			—		37
Tax on actuarial gains		—			—		—			—			—		(24	)		(24	)		—		(24	)

Other comprehensive income for the year		—			—		2			(34	)		—		13			(19	)		—		(19	)

Total comprehensive income for the year		—			—		2			(34	)		—		221			189			1		190
Dividends		—			—		—			—			—		(98	)		(98	)		—		(98	)
Equity-settled share-based payments		—			—		—			—			—		15			15			—		15
Acquisition of shares by trustees of the Performance Share Plan		—			—		—			—			—		(6	)		(6	)		—		(6	)
Utilisation of treasury shares		—			—		—			—			—		9			9			—		9
Acquisition of treasury shares		—			—		—			—			—		(36	)		(36	)		—		(36	)
Acquisition of shares under the buyback programme		(15	)		—		—			—			15		(322	)		(322	)		—		(322	)
Forward share purchase agreement as at 31 December 2012*		—			—		—			—			—		(45	)		(45	)		—		(45	)
Arising on business combinations		—			—		—			—			—		—			—			2		2

As at 31 December 2012		154			101		(2	)		101			32		693			1,079			4		1,083

Consolidated statement of changes in equity (continued)

For the year ended 31 December 2011

	Share capital		Share premium		Hedging reserve			Translation reserve		Capital redemption reserve		Retained earnings (restated)			Total (restated)			Non- controlling interests			Total equity (restated)

	£ million		£ million		£ million			£ million		£ million		£ million			£ million			£ million			£ million
As at 1 January 2011		169		101		(4	)		131		17		858			1,272			3			1,275

Profit for the year		—		—		—			—		—		227			227			—			227

Actuarial losses on defined benefit pension schemes		—		—		—			—		—		(64	)		(64	)		—			(64	)
Tax on actuarial losses		—		—		—			—		—		21			21			—			21
Net gain on hedges of net investment in foreign subsidiaries		—		—		—			4		—		—			4			—			4

Other comprehensive income for the year		—		—		—			4		—		(43	)		(39	)		—			(39	)

Total comprehensive income for the year		—		—		—			4		—		184			188			—			188
Dividends		—		—		—			—		—		(86	)		(86	)		—			(86	)
Equity-settled share based payments		—		—		—			—		—		11			11			—			11
Acquisition of shares by trustees of the Performance Share Plan		—		—		—			—		—		(11	)		(11	)		—			(11	)
Utilisation of treasury shares		—		—		—			—		—		11			11			—			11
Acquisition of treasury shares		—		—		—			—		—		(12	)		(12	)		—			(12	)
Business disposal		—		—		—			—		—		—			—			(2	)		(2	)

As at 31 December 2011		169		101		(4	)		135		17		955			1,373			1			1,374

		2013			2012 (restated)			2011 (restated)

		£ million			£ million			£ million
Cash flow from operating activities
Profit before income tax from continuing operations			255			254			264
(Loss)/profit before income tax from discontinued operations	9		(16	)		2			(14	)

Profit before income tax			239			256			250
Financial income	7		(12	)		(10	)		(10	)
Financial expense	7		14			11			2
Share of post-tax results of joint ventures	2,13		(14	)		(12	)		(15	)
Intangible amortisation and goodwill impairment	5,12		47			44			39
Impairment of joint venture investment	13		—			3			—
Depreciation	11		12			11			10
Loss on disposal of businesses	5,9		6			11			2
Difference between contributions to retirement benefit schemes and current service cost			—			(5	)		(8	)
Profit on disposal of property, plant and equipment			(1	)		(2	)		—
Loss on disposal of intangible assets			—			1			—
Equity-settled share-based payments			14			15			11

			305			323			281
Decrease/(increase) in inventories			1			—			(3	)
Decrease/(increase) in trade and other receivables			66			(154	)		(62	)
(Decrease)/increase in trade and other payables and provisions			(80	)		102			(7	)

Cash generated from operations			292			271			209
Tax paid			(52	)		(29	)		(36	)

Net cash flow from operating activities			240			242			173

Cash flow from investing activities
Acquisition of businesses (net of cash acquired)			(20	)		(159	)		(254	)
Funding of joint ventures			(7	)		(11	)		(12	)
Purchase of property, plant and equipment			(10	)		(19	)		(12	)
Purchase of intangible assets			(13	)		(15	)		(11	)
Movements in bank deposits (more than three months)			(1	)		11			168
Disposal of businesses (net of cash disposed of)			(4	)		(6	)		(9	)
Disposal of property, plant and equipment			1			4			1
Interest received			9			8			6
Dividends received from joint ventures	13		8			11			17
Amounts paid on maturity of net investment hedges			(3	)		(7	)		(20	)

Net cash flow from investing activities			(40	)		(183	)		(126	)

Net cash flow before financing activities			200			59			47

Cash flow from financing activities
(Repayments of)/proceeds from other borrowings			(30	)		150			—
Interest paid			(11	)		(9	)		—
Dividends paid			(108	)		(98	)		(86	)
Acquisition of shares for cancellation			(45	)		(322	)		—
Cash flows in respect of treasury shares (net)*			7			(27	)		(1	)
Acquisition of shares by trustees of the Performance Share Plan			(2	)		(6	)		(11	)

Net cash flow from financing activities			(189	)		(312	)		(98	)

Increase/(decrease) in cash and cash equivalents			11			(253	)		(51	)
Cash and cash equivalents as at the beginning of the year			232			493			544
Exchange losses on cash and cash equivalents			(20	)		(8	)		—

Cash and cash equivalents as at the end of the year	23		223			232			493



Cash and cash equivalents consist of:
Cash at bank and in hand	23		153			169			130
Bank deposits (less than three months)	23		79			89			363
Bank overdrafts	23		(9	)		(26	)		—

Cash and cash equivalents as at the end of the year	23		223			232			493
Bank deposits (more than three months)	23		18			17			28
Bank loans	23		(120	)		(150	)		—

Net cash as at the end of the year			121			99			521

AMEC plc is a public limited company, which is listed on the London Stock Exchange and incorporated and domiciled in the UK.

The consolidated accounts include the accounts of AMEC plc (AMEC) and all of its subsidiaries made up to 31 December each year, and the group's share of the profit after interest and tax and net assets of joint ventures based on the equity method of accounting.

In accordance with EU law (IAS Regulation EC 1606/2002), the consolidated accounts of the group have been prepared in accordance with International Financial Reporting Standards (IFRS) adopted for use in the EU as at 31 December 2013 (adopted IFRS), International Financial Reporting Interpretations Committee (IFRIC) interpretations and those parts of the Companies Act 2006 applicable to companies reporting under IFRS. The consolidated financial statements of AMEC are also prepared in accordance with IFRS as issued by the IASB.

The following new accounting standards and amendments to existing standards have been adopted during the year.

IAS 19 'Employee Benefits' was amended in June 2011. The impact on the group has been to replace interest cost and expected return on plan assets with a net interest amount that is calculated by applying the discount rate to the net defined benefit asset/liability.

The group's reported results and financial position have been restated as a result of the adoption of IAS 19 (2011). The impact on the results for the year ended 31 December 2011 is a decrease in cost of sales of £1 million, a reduction in net financing income of £8 million and a reduction in the income tax charge of £2 million, resulting in a lower profit after tax of £5 million. Within the consolidated statement of other comprehensive income, the impact is an decrease of £7 million to the actuarial losses on defined benefit schemes and an decrease of £2 million in the tax on actuarial losses resulting in an increased total comprehensive income of £5 million. There is no impact on either the net retirement benefit liability or related deferred tax balance within the balance sheet.

The impact on the results for the year ended 31 December 2012 is an increase in cost of sales of £1 million, a reduction in net financing income of £12 million and a reduction in the income tax charge of £5 million, resulting in a lower profit after tax of £8 million. Within the consolidated statement of other comprehensive income, the impact is an increase of £13 million to the actuarial gains on defined benefit schemes and an increase of £5 million in the tax on actuarial gains resulting in an increased total comprehensive income of £8 million. There is no impact on either the net retirement benefit liability or related deferred tax balance within the balance sheet.

The impact of IAS 19 (2011) on the results for the year ended 31 December 2013 has been a reduction in profit before tax of £19 million and a reduction in the income tax charge of £4 million, resulting in a lower profit after tax of £15 million. Within the consolidated statement of other comprehensive income, the impact is an increase of £19 million to the actuarial gains on defined benefit schemes and an increase of £4 million in the tax on actuarial gains resulting in an increased total comprehensive income of £15 million. There is no impact on either the net retirement benefit liability or related deferred tax balance within the balance sheet.

IAS 36 'Recoverable Amount Disclosures for Non-financial Assets' was amended in May 2013 to clarify certain disclosure requirements following the issue of IFRS 13 'Fair Value Measurement'.

IFRS 10 'Consolidated Financial Statements' builds on existing principles by identifying the concept of control as the determining factor in whether an entity should be included within the consolidated accounts of the parent company. The standard provides additional guidance to assist in the determination of control where this is difficult to assess.

IFRS 11 'Joint Arrangements' replaces IAS 31 'Interests in Joint Ventures'. IFRS 11 considers the classification of joint arrangements in which two or more parties have joint control. Under IFRS 11, joint arrangements are classified as joint operations or joint ventures, depending on the rights and obligations of the parties to the arrangements.

IFRS 12 'Disclosures of Interests in Other Entities' includes the disclosure requirements for all forms of interests in other entities, including joint arrangements, associates, special purpose vehicles and other off balance sheet vehicles.

IFRS 13 'Fair Value Measurement' aims to improve consistency and reduce complexity by providing a precise definition of fair value and a single source of fair value measurement and disclosure requirements for use across IFRS.

Adoption of IAS 36 (revised), IFRS 10, 11, 12 and 13 have no impact on the group's reported results or financial position.

New standards, amendments and interpretations issued but not effective which have not been early adopted by the group

There are no IFRS, IAS amendments or IFRIC interpretations that are not yet effective that would be expected to have a material impact on the group.

The accounts are presented in Sterling, rounded to the nearest million. All calculated numbers, for example earnings per share, are calculated on the underlying numbers to one decimal place precision. They are prepared on the historical cost basis except that derivative financial instruments and retirement benefit assets and liabilities are stated at fair value.

During 2012, AMEC announced a new organisation structure, to be adopted on 1 January 2013, designed to more fully support the future needs of its customers. The group is now managed geographically and the segmental analysis, as presented in note 2, has been restated to reflect the new structure of Americas, Europe and Growth Regions, together with Investment Services.

For a number of years, AMEC has been taking a more selective approach to the bidding of contracts in the former Power and Process (P&P) division in the UK, most notably in the area of conventional power. During 2013, all revenue-generating activity ceased. The UK conventional power business was considered to be a major line of business and is now reported as a discontinued business and the 2012 and 2011 comparatives have been restated accordingly.

The preparation of accounts in accordance with generally accepted accounting principles requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated

assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

Some of these policies require a high level of judgement, and AMEC believes that the most critical accounting policies and significant areas of judgement and estimation arise from the accounting for long-term contracts under IAS 11 'Construction Contracts', for provisions under IAS 37 'Provisions, Contingent Liabilities and Contingent Assets', and for defined benefit pension schemes under IAS 19 (revised) 'Employee Benefits'. In addition judgement has also been applied in determining the appropriate presentation of the UK conventional power business and certain research and development government credits.

A significant amount of the group's activities is undertaken via long-term contracts. These contracts are accounted for in accordance with IAS 11 'Construction Contracts' which requires estimates to be made for contract costs and revenues.

Management bases its judgements of contract costs and revenues on the latest available information, which includes detailed contract valuations. In many cases the results reflect the expected outcome of long-term contractual obligations which span more than one reporting period. Contract costs and revenues are affected by a variety of uncertainties that depend on the outcome of future events and often need to be revised as events unfold and uncertainties are resolved. The estimates of contract costs and revenues are updated regularly and significant changes are highlighted through established internal review procedures. In particular, the internal reviews focus on the timing and recognition of incentive payments and the age and recoverability of any unagreed income from variations to the contract scope or claims. The impact of the changes in accounting estimates is then reflected in the ongoing results.

When accounting for provisions for litigation and other items the group has taken internal and external advice in considering known legal claims and actions made by or against the group. It carefully assesses the likelihood of success of a claim or action. Appropriate provisions are made for legal claims or actions against the group on the basis of likely outcome, but no provisions are made for those which, in the view of management, are unlikely to succeed.

Defined benefit pension schemes are accounted for in accordance with the advice of independent qualified actuaries but significant judgements are required in relation to the assumptions for future salary and pension increases, discount rate, inflation and member life expectancy that underpin their valuations. For AMEC, these assumptions are important given the relative size of the schemes that remain open.

In accordance with IFRS 5 'Non-current Assets Held for Sale and Discontinued Operations', the post-tax results of discontinued operations are disclosed separately in the consolidated income statement.

Discontinued operations include the non-core Built Environment businesses, which were sold during 2007, SPIE, which was sold in 2006, and the UK conventional power business that was discontinued in 2013. The cash flows of discontinued operations are fully consolidated within AMEC up to the date of sale. The results and other disclosures in respect of discontinued operations are shown in note 9.

The directors are satisfied that the group has adequate resources to operate for the foreseeable future. As at 31 December 2013 the group held net cash of £121 million and had committed banking facilities of £477 million.

The group will finance operations and growth from its existing cash resources and its committed banking facilities. The group's policy aims to ensure the constant availability of an appropriate amount of funding to meet both current and future forecast requirements consistent with the group's budget and strategic plans.

The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in these consolidated accounts.

A joint venture is a type of joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint venture. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control.

The considerations made in determining joint control are similar to those necessary to determine control over subsidiaries.

The group's investments in its joint ventures are accounted for using the equity method. Under the equity method, the investment in a joint venture is initially recognised at cost. The carrying amount of the investment is adjusted to recognise changes in the group's share of net assets of the joint venture since the acquisition date. The results of the joint ventures are included in the consolidated accounts from the date the joint control commences until the date that it ceases.

The aggregate of the group's share of profit or loss of a joint venture is shown on the face of the income statement and represents profit or loss after tax and non-controlling interests in the joint venture.

Losses of a joint venture are recognised only to the extent of the group's interest in the joint venture, unless the group has incurred legal or constructive obligations or made payments on behalf of the joint venture.

A joint operation is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the assets, and obligations for the liabilities, relating to the arrangement.

When a group entity undertakes its activities under joint operations, the group as a joint operator recognises in relation to its interest in a joint operation:

Bid costs are expensed as incurred until the group is appointed as the preferred bidder. Subsequent to appointment as preferred bidder, bid costs are capitalised and held on the balance sheet provided the award of the contract is virtually certain and it is expected to generate sufficient net cash flow to allow recovery of the bid costs. Where bid costs are reimbursed at financial close, the proceeds are applied first against the balance of costs included in the balance sheet, with any additional amounts treated as deferred income and released to profit over the period of the contract.

Goodwill represents the excess of the fair value of the purchase consideration over the fair value of the assets, liabilities and contingent liabilities acquired.

Goodwill arising on acquisitions since 1 January 2004 is capitalised and subject to an impairment review, both annually and when there are indications that its carrying value may not be recoverable. Goodwill is not amortised.

Cash comprises cash balances and deposits repayable on demand and available within one working day without penalty.

Cash equivalents are other deposits with a maturity period of three months or less from date of acquisition; convertible without an undue period of notice and not subject to a significant risk of changes in value.

Bank overdrafts that are repayable on demand and form an integral part of AMEC's cash management are included as a component of cash and cash equivalents for the purpose of the statement of cash flows.

In the consolidated balance sheet, bank overdrafts are shown within borrowings in current liabilities.

Deposits with a maturity period of more than three months at inception are classified as bank deposits (more than three months).

Expenditure that is directly attributable to the development of wind farm projects is recognised as an intangible asset when the group can demonstrate it is probable that the wind farm development will generate future economic benefits in excess of the amounts capitalised and other relevant criteria for capitalising such costs in accordance with IAS 38 'Intangible Assets' have been met.

Following initial recognition of the development expenditure as an asset, the asset is carried at cost less any accumulated amortisation and accumulated impairment losses. Amortisation of the asset begins when the wind farm development is complete and the asset is available for use. It is amortised over the period of expected future benefit. During the period of development, the asset is reviewed for impairment annually.

A discontinued operation is a separate major line of business or geographic area of operations that has either been disposed of, abandoned or is part of a plan to dispose of a major line of business or geographic area. An operation is classified as a discontinued operation in the year that the above criteria are met.

Certain legacy settlements and relevant provision adjustments are allocated to discontinued operations when appropriate.

Obligations for contributions to defined contribution pension plans are recognised in the income statement as incurred.

The group's net obligation in respect of defined benefit pension plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in return for their service in the current and prior periods. That benefit is discounted to determine its present value; and the fair value of any plan assets (at bid price) is deducted. The liability discount rate is the yield at the balance sheet date on AA-rated corporate bonds that have maturity dates approximating to the terms of the group's obligations. The calculation is performed by a qualified actuary using the projected unit credit method.

Net interest is calculated by applying the discount rate to the net defined benefit liability or asset.

Actuarial gains and losses are recognised in other comprehensive income in the year in which they arise.

As permitted by IAS 1 'Presentation of Financial Statements', certain items are presented separately as exceptional on the face of the consolidated income statement. In the opinion of the directors, these exceptional items require separate disclosure by virtue of their nature, size or incidence in order to obtain a clear and consistent presentation of the group's underlying performance and to provide consistency with internal management reporting. Exceptional items may include, but are not restricted to: profits or losses arising on disposal of businesses or on closure of businesses; business restructuring charges; and profits or losses arising on the disposal of fixed assets. In addition, acquisition-related costs including transaction costs, changes in deferred consideration and elements of deferred compensation (those dependent on continued employment) which, in line with IFRS 3 'Business Combinations', are required to be charged to the income statement are also classified as exceptional.

Financial instruments are initially recorded at fair value. Subsequent valuation depends on the designation of the instrument.

Cash, bank deposits, borrowings and trade receivables and payables are held at amortised cost.

Derivative financial instruments are recognised initially and subsequently at fair value. The gain or loss on re-measurement to fair value is recognised immediately in the income statement. However, where derivatives qualify for hedge accounting, recognition of any resultant gain or loss depends on the nature of the item being hedged. The fair value of derivative financial instruments is determined by reference to market values for similar financial instruments or by discounting the expected future cash flows at prevailing interest rates.

Where a derivative financial instrument is designated as a hedge against the variability in cash flows of a recognised asset or liability, or a highly probable forecast transaction, any gain or loss on the effective part of the derivative financial instrument is recognised in other comprehensive income and accumulated within the hedging reserve. The gain or loss on any ineffective portion of the hedge is recognised immediately in the income statement.

Hedge accounting is discontinued when the hedging instrument no longer meets the criteria for hedge accounting, expires, or is sold, terminated or exercised. The cumulative gain or loss previously recognised in the hedging reserve remains there until the forecast transaction occurs. The cumulative gain or loss in the hedging reserve is transferred to the income statement in the same period that the hedged item affects profit or loss.

The group's consolidated accounts are presented in Sterling, which is also the parent company's functional currency. Each entity in the group determines its own functional currency and items included in the accounts of each entity are measured using that functional currency. An entity's functional currency reflects the underlying transactions, events and conditions that are relevant to it.

At an individual entity level, transactions in a currency other than the functional currency of the entity are translated to the functional currency at the exchange rate ruling at the day of the transaction. Entities which have multiple foreign currency transactions apply the average rate for the month as an approximation of the exchange rate on the day of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the rates of exchange ruling at the balance sheet date and any foreign exchange differences arising are recognised in the income statement except those arising on intra-group balances, settlement of which is neither planned nor probable to occur, which are recognised in other comprehensive income. Non-monetary assets and liabilities are measured in terms of historical cost and are translated using the exchange rate at the date of the transaction.

On consolidation, the results of entities with a functional currency other than Sterling are translated into Sterling using a monthly average exchange rate. The net assets of such entities are translated into Sterling at the closing exchange rate.

Exchange differences arising on the translation of foreign currency net investments and any foreign currency borrowings, or forward contracts used to hedge those investments, are taken to a translation reserve. They are recycled and recognised as a profit or loss on the disposal or closure of a business. The cumulative translation difference for all foreign operations was deemed to be zero as at 1 January 2004, the date of transition to adopted IFRS.

The carrying values of all of the group's assets other than inventories, balances on long-term contracts and deferred tax assets are reviewed at each balance sheet date to determine whether there is any indication of impairment. If there are indications of an impairment in the carrying value then the recoverable amount is estimated and compared to the carrying amount.

For goodwill and assets not yet available for use, the recoverable amount is estimated at each balance sheet date. An impairment loss is recognised to the extent that the carrying value of an asset exceeds its recoverable amount.

Intangible assets acquired by the group, which include software, customer relationships, trademarks and order backlogs, are stated at cost less accumulated amortisation and impairment losses. The cost of an intangible asset acquired in a business combination is fair value at date of acquisition.

Amortisation is charged to the income statement on a straight line basis over the estimated useful lives of intangible assets, from the date they are available for use.

The estimated lives of intangible assets held at 31 December 2013 are as follows:

Inventories, including land held for and in the course of development, are stated at the lower of cost and net realisable value.

Development land and work in progress is included at cost less any losses foreseen in completing and disposing of the development. Cost includes cost of acquisition and development to date, including directly attributable fees and expenses net of rental and other income attributable to the development.

Operating lease costs, including incentives received, are charged to the income statement on a straight line basis over the period of the lease.

As soon as the outcome of a long-term contract can be estimated reliably, contract revenue and expenses are recognised in the income statement in proportion to the stage of completion of the contract. The stage of completion is assessed by reference to costs incurred to date as a percentage of total forecast costs. When the outcome of a contract cannot be estimated reliably, revenue is recognised only to the extent of contract costs incurred that it is probable will be recoverable, and contract costs are expensed as incurred. An expected loss on a contract is recognised immediately in the income statement.

Revenue in respect of variations to the contract scope and claims is recognised when it is probable that it will be received and is capable of being reliably measured. Incentive payments are recognised when a contract is sufficiently far advanced that it is probable that the required conditions will be met and the amount of the payment can be reliably measured.

The gross amounts due from customers under long-term contracts are stated at cost plus recognised profits, less provision for recognised losses and progress billings. These amounts are reported in trade and other receivables.

Payments on account in excess of the gross amounts due from customers are included in trade and other payables.

Net financing expense comprises interest receivable on funds invested, interest payable, pension financing income, the unwinding of discounted balances and foreign exchange gains and losses. Interest income and interest payable are recognised in the income statement as they accrue, using the effective interest method.

Directly attributable finance costs are capitalised in the cost of purchased and constructed property, plant and equipment, until the relevant assets are brought into operational use.

Property, plant and equipment is measured at cost less accumulated depreciation and impairment losses. The cost of property, plant and equipment as at 1 January 2004, the date of transition to adopted IFRS, was determined by reference to its fair value at that date.

Depreciation is provided on all property, plant and equipment, with the exception of freehold land, at rates calculated to write off the cost, less estimated residual value, of each asset on a straight line basis over its estimated useful life. Reviews are made annually of the estimated remaining lives and residual values of individual assets.

Provisions are recognised when the group has a present obligation (legal or constructive) as a result of a past event; it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and a reliable estimate can be made of the amount of the obligation.

The group has taken internal and external advice in considering known and reasonably likely legal claims and actions made by or against the group. It carefully assesses the likelihood of success of a claim or action. Appropriate provisions are made for legal claims or actions against the group on the basis of likely outcome, but no provisions are made for those which, in the view of management, are unlikely to succeed. These possible but not probable liabilities are disclosed in note 26 as contingent liabilities.

The group claims research and development government credits in the UK, US and Canada. These are judged to have characteristics more akin to grants than income taxes and are offset against the relevant expenditure caption. Credits are recognised to the extent there is reasonable assurance they will be received which, given the necessary claims processes, can be some time after the original expense is incurred.

Revenue is measured at the fair value of consideration received or receivable, excluding value added tax, for goods and services supplied to external customers. It includes the group's share of revenue from work carried out under jointly controlled operations.

Revenue from services and construction contracts is recognised by reference to the stage of completion of the contract, as set out in the accounting policy for long-term contracts.

There are various share-based payment arrangements which allow AMEC employees to acquire AMEC shares; these awards are granted by AMEC. The fair value of awards granted is recognised as a cost of employment with a corresponding increase in equity. The fair value is measured at grant date and spread over the period during which the employees become unconditionally entitled to the award. The fair value of the award is measured using a valuation model, taking into account the terms and conditions upon which the awards were granted. The amount recognised as an expense is adjusted to

reflect the actual number of shares that vest except where non-vesting is due to total shareholder return not achieving the threshold for vesting.

Income tax expense comprises the sum of the current tax charge and the movement in deferred tax.

Current tax payable or recoverable is based on taxable profit for the year using tax rates and laws that have been enacted or substantively enacted by the balance sheet date, and any adjustment to tax payable in respect of previous years. Tax is recognised in the income statement except to the extent that it relates to items recognised in other comprehensive income or equity, in which case it is recognised in other comprehensive income or equity as appropriate.

Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities in the accounts and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences with deferred tax assets being recognised where it is probable that future taxable profits will be available against which the asset can be utilised. The carrying amount of deferred tax assets is reviewed at each balance sheet date and adjustments made to the extent that it is no longer probable that sufficient profits will be available.

Assets and liabilities are not recognised if the temporary differences arise from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither accounting nor taxable profit.

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and joint ventures, except where the group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred tax is calculated using tax rates and laws that have been enacted or substantively enacted to apply when the deferred tax asset is realised or the liability is settled.

Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and it is intended that they will be settled on a net basis.

AMEC is a focused supplier of consultancy, engineering and project management services to customers in the world's oil and gas, mining, clean energy, and environment and infrastructure markets. Following a restructure in late 2012, the group's results are now reported on a geographic, rather than divisional basis. This reflects the new structure, introduced to strengthen customer focus and so maximise potential growth opportunities. Each of the three geographies is considered to be a reportable segment.

AMEC's Chief Executive together with the senior management team constitute the chief operating decision maker and they regularly review the performance of these three geographies, as well as the Investment Services segment. Details of the services offered by each business unit and the end markets in which they operate are given in the strategic report.

	Revenue									Profit/(loss)

	2013			2012 (restated)			2011 (restated)			2013			2012 (restated)			2011 (restated)
	£ million			£ million			£ million			£ million			£ million			£ million
Americas		2,247			2,500			1,807			241			233			200
Europe		1,227			1,080			899			93			95			95
Growth Regions		536			531			442			33			32			46
Investment Services		6			9			6			11			7			4

		4,016			4,120			3,154			378			367			345
Internal revenue		(42	)		(32	)		(21	)		—			—			—

External revenue		3,974			4,088			3,133			—			—			—



Corporate costs⁽¹⁾											(35	)		(33	)		(33	)

EBITA⁽²⁾											343			334			312
Net financing (expense)/income⁽³⁾											(11	)		(7	)		4

Adjusted profit before tax											332			327			316
Tax on results of joint ventures⁽⁴⁾											(5	)		(5	)		(7	)

											327			322			309
Intangible amortisation and goodwill impairment											(47	)		(44	)		(39	)
Exceptional items											(25	)		(24	)		(6	)

Profit before income tax											255			254			264

Transactions between reportable segments are conducted on an arm's length basis. Internal revenue arises in the segments as follows:

The non-current assets analysed by geography include property, plant and equipment, intangible assets, interests in joint ventures, derivative financial instruments and long-term receivables.

The revenue from construction contracts shown above is based on the definition of construction contracts included in IAS 11 and includes revenue from all contracts directly related to the construction of an asset even if AMEC's role is as a service provider, for example project management.

4 Profit/(loss) before net financing (expense)/income—continuing operations

	2013			2012			2011

	£ million			£ million			£ million
Continuing operations:
Administrative expenses—exceptional items		(18	)		(24	)		(8	)
Administrative expenses—intangible amortisation and goodwill impairment		(47	)		(44	)		(39	)
		(65	)		(68	)		(47	)
(Loss)/profit on business disposals and closures		(7	)		—			2

		(72	)		(68	)		(45	)
Taxation (charge)/credit on exceptional items of continuing operations		(6	)		9			6
Taxation charge on restructuring		(16	)		—			—
Taxation credit on intangible amortisation and goodwill impairment		20			12			11
		(2	)		21			17

Post-tax amortisation, impairment and exceptional items of continuing operations		(74	)		(47	)		(28	)
Exceptional items of discontinued operations (post—tax)		—			5			25

Post-tax amortisation, impairment and exceptional items		(74	)		(42	)		(3	)

There were additional litigation provisions of £9 million offset by releases of £2 million in respect of businesses closed in a prior year and classified as continuing.

The exceptional gain in discontinued operations of £17 million arises from the recognition of an insurance receivable following the Supreme Court judgement on mesothelioma liability, a provision against which was established a number of years ago.

Adjustments to provisions held in respect of businesses sold in prior years, including the release of a tax provision relating to the disposal of AMEC's Built Environment businesses in 2007, resulted in a post-tax profit on disposal and closures of £28 million.

Other exceptional losses of £8 million include IFRS 3 acquisition, transaction and deferred compensation costs along with the costs of exiting the group's activities in Libya and restructuring costs in the Environment & Infrastructure division following the acquisition of MACTEC. Transaction costs of £3 million have been incurred in the year.

Details of directors' remuneration are provided in the Directors' remuneration report.

Income tax arises in respect of the different categories of income and expenses as follows:

	2013			2012 (restated)			2011 (restated)

	£ million			£ million			£ million
Current tax
UK corporation tax at 23.25 per cent (2012: 24.5 per cent; 2011: 26.5 per cent)		18			16			12
Double tax relief		(3	)		(4	)		(2	)
Overseas tax		80			56			47
Adjustments in respect of prior years		(26	)		(7	)		(2	)

		69			61			55

Deferred tax
UK deferred tax at 20.0 per cent (2012: 23.0 per cent; 2011: 25.0 per cent), pension surplus at 20.0 per cent (2012: 35.0 per cent; 2011: 35.0 per cent)—origination and reversal of temporary differences		(16	)		4			12
Overseas deferred tax		14			(15	)		(11	)
Adjustments in respect of prior years		2			(3	)		(3	)

		—			(14	)		(2	)

Total income tax expense for continuing operations		69			47			53

In his budget speeches on 21 March 2012 and 20 March 2013, the UK chancellor of the exchequer announced reductions in the rate of corporation tax to 23 per cent from 1 April 2013, 21 per cent from 1 April 2014 and 20 per cent from 1 April 2015.

As at 31 December 2013, the reduction in the rate of corporation tax to 20 per cent had been substantively enacted.

	2013			2012 (restated)			2011 (restated)

	£ million			£ million			£ million
Profit before income tax from continuing operations		255			254			264

Expected income tax expense		59			62			70
Non-deductible expenses—pre-exceptional		12			9			6
Non-deductible expenses—exceptional		—			1			2
Non-taxable income—pre-exceptional		(6	)		(5	)		(8	)
Non-taxable income—exceptional		—			—			(4	)
Impact of providing deferred tax on pension surplus at 20.0 per cent (2012: 35.0 per cent; 2011: 35.0 per cent)		(21	)		(1	)		1
Impact of change in UK tax rate to 20.0 per cent (2012: 23.0 per cent; 2011: 25.0 per cent) on deferred tax		—			3			2
Overseas income and expenses taxed at rates other than 23.25 per cent (2012: 24.5 per cent; 2011: 26.5 per cent)		25			3			3
Change in recognition of deferred tax assets		28			(11	)		(9	)
Utilisation of current year tax losses		—			—			(1	)
Other adjustments in respect of prior years		(24	)		(10	)		(5	)
Effects of results of joint ventures		(4	)		(4	)		(4	)

Total income tax expense for the year for continuing operations		69			47			53

As at 31 December 2013, the deferred tax liability arising on the UK pension surplus has been measured at the substantively enacted UK tax rate of 20 per cent. It was previously measured at 35 per cent being the tax rate that would be applied if the surplus was refunded. The change in the year reflects the fact there is no longer any reasonable expectation of a refund of the pension surplus in advance of anything that may become due on the eventual winding-up of the scheme. The impact of the change is a deferred tax credit in respect of continuing operations of £21 million, a deferred tax credit in respect of discontinued operations of £4 million and a deferred tax charge of £12 million recognised in other comprehensive income.

Discontinued operations represent the residual assets and retained obligations in respect of businesses sold in prior years, as well as the UK conventional power business, which was discontinued in the year.

In accordance with IFRS 5, the post-tax results of discontinued operations are disclosed separately in the consolidated income statement.

Other exceptional items in 2012 related to the recognition of an insurance receivable, following the Supreme Court judgement on mesothelioma liability.

	2013								2012							2011

	Earnings			Weighted average shares number		Earnings per share			Earnings (restated)		Weighted average shares number		Earnings per share (restated)			Earnings (restated)		Weighted average shares number		Earnings per share (restated)
	£ million			million		pence			£ million		million		pence			£ million		million		pence
Basic earnings from continuing operations		187			293		63.8			206		315		65.2			211		327		64.4
Share options		—			2		(0.4	)		—		2		(0.4	)		—		3		(0.5	)
Employee share and incentive schemes		—			4		(0.9	)		—		4		(0.8	)		—		4		(0.8	)

Diluted earnings from continuing operations		187			299		62.5			206		321		64.0			211		334		63.1



Basic earnings from discontinued operations		(8	)		293		(2.7	)		2		315		0.6			16		327		4.8
Share options		—			2		—			—		2		—			—		3		—
Employee share and incentive schemes		—			4		—			—		4		—			—		4		(0.1	)

Diluted earnings from discontinued operations		(8	)		299		(2.7	)		2		321		0.6			16		334		4.7

Basic and diluted profit from continuing operations is calculated as set out below:

In order to appreciate the effects on the reported performance of intangible amortisation, goodwill impairment and exceptional items, additional calculations of earnings per share are presented.

	2013								2012								2011

	Earnings			Weighted average shares number		Earnings per share			Earnings (restated)			Weighted average shares number		Earnings per share (restated)			Earnings (restated)			Weighted average shares number		Earnings per share (restated)
	£ million			million		pence			£ million			million		pence			£ million			million		pence
Basic earnings from continuing operations		187			293		63.8			206			315		65.2			211			327		64.4
Exceptional items (post-tax)		47			—		16.0			15			—		4.7			—			—		0.1
Amortisation and impairment (post-tax)		27			—		9.2			32			—		10.2			28			—		8.6

Basic earnings from continuing operations before amortisation, impairment and exceptional items		261			293		89.0			253			315		80.1			239			327		73.1
Share options		—			2		(0.6	)		—			2		(0.5	)		—			3		(0.6	)
Employee share and incentive schemes		—			4		(1.2	)		—			4		(1.0	)		—			4		(0.9	)

Diluted earnings from continuing operations before amortisation, impairment and exceptional items		261			299		87.2			253			321		78.6			239			334		71.6



Basic (loss)/earnings from discontinued operations		(8	)		293		(2.7	)		2			315		0.6			16			327		4.8
Exceptional items (post-tax)		—			—		—			(5	)		—		(1.4	)		(25	)		—		(7.5	)

Basic loss from discontinued operations before amortisation, impairment and exceptional items		(8	)		293		(2.7	)		(3	)		315		(0.8	)		(9	)		327		(2.7	)
Share options		—			2		—			—			2		—			—			3		—
Employee share and incentive schemes		—			4		—			—			4		—			—			4		—

Diluted loss from discontinuing operations before amortisation, impairment and exceptional items		(8	)		299		(2.7	)		(3	)		321		(0.8	)		(9	)		334		(2.7	)

	Land and buildings			Plant and equipment			Total

	£ million			£ million			£ million
Cost
As at 1 January 2013		32			103			135
Exchange and other movements		(2	)		(4	)		(6	)
Additions		2			8			10
Disposals		(2	)		(12	)		(14	)

As at 31 December 2013		30			95			125



Depreciation
As at 1 January 2013		17			75			92
Exchange and other movements		(1	)		(3	)		(4	)
Provided during the year		3			9			12
Disposals		(2	)		(12	)		(14	)

As at 31 December 2013		17			69			86



Cost
As at 1 January 2012		31			106			137
Acquired through business combinations		—			2			2
Additions		4			15			19
Disposals		(3	)		(20	)		(23	)

As at 31 December 2012		32			103			135



Depreciation
As at 1 January 2012		16			86			102
Provided during the year		3			8			11
Disposals		(2	)		(19	)		(21	)

As at 31 December 2012		17			75			92



Cost
As at 1 January 2011		28			104			132
Exchange and other movements		—			(1	)		(1	)
Acquired through business combinations		1			3			4
Additions		4			8			12
Disposals		(1	)		(6	)		(7	)
Disposal of businesses		(1	)		(2	)		(3	)

As at 31 December 2011		31			106			137



Depreciation
As at 1 January 2011		15			85			100
Exchange and other movements		—			(1	)		(1	)
Provided during the year		2			8			10
Disposals		(1	)		(5	)		(6	)
Disposal of businesses		—			(1	)		(1	)

As at 31 December 2011		16			86			102



Net book value
As at 31 December 2013		13			26			39



As at 31 December 2012		15			28			43

As at 31 December 2011		15			20			35

As at 1 January 2011		13			19			32

	Goodwill			Software			Customer relationships			Other			Total

	£ million			£ million			£ million			£ million			£ million
Cost
As at 1 January 2013		831			53			188			56			1,128
Exchange and other movements		(52	)		(1	)		(4	)		(2	)		(59	)
Acquired through business combinations		13			—			4			2			19
Additions		—			15			—			—			15
Disposals and retirements		—			(1	)		(4	)		(16	)		(21	)

As at 31 December 2013		792			66			184			40			1,082



Amortisation
As at 1 January 2013		40			21			58			40			159
Exchange and other movements		(5	)		(1	)		(3	)		(1	)		(10	)
Provided during the year		—			10			29			8			47
Disposals and retirements		—			(1	)		(4	)		(16	)		(21	)

As at 31 December 2013		35			29			80			31			175



Cost
As at 1 January 2012		764			46			107			57			974
Exchange and other movements		(20	)		(3	)		(3	)		(1	)		(27	)
Acquired through business combinations		87			1			85			5			178
Additions		—			12			—			—			12
Disposals and retirements		—			(3	)		(1	)		(5	)		(9	)

As at 31 December 2012		831			53			188			56			1,128



Amortisation
As at 1 January 2012		39			19			36			32			126
Exchange and other movements		1			(2	)		(1	)		(1	)		(3	)
Provided during the year		—			6			24			14			44
Disposals and retirements		—			(2	)		(1	)		(5	)		(8	)

As at 31 December 2012		40			21			58			40			159



Cost
As at 1 January 2011		597			27			57			48			729
Exchange and other movements		5			—			(1	)		4			8
Acquired through business combinations		164			5			53			21			243
Additions		—			14			—			—			14
Disposals and retirements		(2	)		—			(2	)		(16	)		(20	)

As at 31 December 2011		764			46			107			57			974



Amortisation
As at 1 January 2011		40			15			21			32			108
Exchange and other movements		(1	)		—			—			—			(1	)
Provided during the year*		2			4			17			16			39
Disposals and retirements		(2	)		—			(2	)		(16	)		(20	)

As at 31 December 2011		39			19			36			32			126



Net book value
As at 31 December 2013		757			37			104			9			907



As at 31 December 2012		791			32			130			16			969

As at 31 December 2011		725			27			71			25			848

As at 1 January 2011		557			12			36			16			621

The group is required to test its goodwill and intangible assets for impairment at least annually, or more frequently if indicators of impairment exist.

The review of goodwill for indications of impairment by management is performed against the three core geographies of Americas, Europe and Growth Regions, being the lowest level of cash-generating units (CGU) monitored for goodwill purposes. This is consistent with the integration of acquisitions into the three segments in order to generate synergies. Goodwill has been allocated between geographic segments on a relative fair value basis.

The recoverable amount of the CGU has been based on value-in-use calculations. These calculations use cash flow projections included in the financial budgets approved by management covering a two-year period and pre-tax discount rates as set out in the table below. Given the current market conditions, management believe that the discount rates chosen are conservative. For the purposes of the calculation of the recoverable amount, the cash flow projections beyond the two-year period include 2 per cent growth per annum (2012: 2 per cent; 2011: 2 per cent), which is in line with long-term average growth rates for the regions in which the CGUs operate. The value in use has been compared to the carrying value for each CGU and no impairment is required nor has been charged in respect of any of the CGUs.

The financial budgets reflect management's judgement of the future cash flows which includes past experience and expectations of future performance. The most significant assumptions relate to EBITA margin¹ and the conversion of EBITA into cash (cash conversion). Revenue is underpinned by a secure order book for each CGU and the order book remains strong at £4.1 billion as at 31 December 2013 (2012: £3.6 billion; 2011: £3.7 billion). The selection of EBITA margin takes into account the margins being generated on contracts in progress and management's view of the margin on orders received, and is consistent with Vision 2015 objectives. The cash conversion reflects past experience and current contract mix.

A sensitivity analysis has been performed, at the individual CGU level, in order to review the impact of changes in key assumptions. For example, a 10 per cent decrease in volume, with all other assumptions held constant, or a 1 per cent decrease in margin, with all other assumptions held constant, did not identify any impairments. Similarly, zero growth after the initial two-year period, with all other assumptions held constant or a 1 per cent increase in discount rate, did not identify any impairments.

The group does not hold any individual material interests in joint ventures in either 2013, 2012 or 2011.

Details in aggregate of the group's interests in all individually immaterial joint ventures that are accounted for using the equity method are as follows:



Net book value
As at 1 January 2013	47
Exchange and other movements	(1	)
Additions	1
Reclassifications	(1	)
Total comprehensive income	14
Dividends received	(8	)

As at 31 December 2013	52



As at 1 January 2012	41
Exchange and other movements	2
Additions	6
Impairment of investment	(3	)
Total comprehensive income	12
Dividends received	(11	)

As at 31 December 2012	47



As at 1 January 2011	43
Exchange and other movements	(1	)
Additions	2
Disposals	(1	)
Total comprehensive income	15
Dividends received	(17	)

As at 31 December 2011	41

Total comprehensive income of £14 million (2012: £12 million; 2011: £15 million) is net of provisions of £15 million (2012: £4 million; 2011: £nil) taken against the comprehensive income of one joint venture entity, where the corresponding increase in the carrying value of the joint venture is not recoverable.

The group does not hold any individual material interests in joint operations in either 2013, 2012 or 2011.

The group operates a number of pension schemes for UK and overseas employees. The principal defined benefit schemes are in the UK, with the main schemes being the AMEC Staff pension scheme and the AMEC Executive pension scheme. These schemes were closed to new members during 2012 but remain open to further accrual. The majority of overseas members are in defined contribution schemes. Contributions by the group into defined contribution schemes are disclosed in note 6.

The group's main defined benefit plans are average salary plans for UK employees (the AMEC Staff pension scheme and the AMEC Executive pension scheme), which require contributions to be made to a separately administered fund. These schemes are governed by the employment laws of the UK. The level of benefits provided depends on the member's length of service and salary each year. Once the benefits are in payment, the pension is adjusted each year relative to the UK's Retail Prices Index. The defined benefit plans require contributions to be made to a separately administered fund. The fund is established under trust law and is governed by a Board of Trustees, which consists of employers' and employees' representatives together with two independent trustees. The Board of Trustees is responsible for the administration of the plan assets and for the definition of the investment strategy.

Every three years, the Board of Trustees is required to review the level of funding in the pension plans as required by legislation. The Board of Trustees decides the contribution levels in consultation with the employers' based on the results of this triennial review. In the event that there is a funding

deficit, the Trustees and employers' will agree a recovery plan to eliminate that deficit over as short a period as is reasonably affordable.

Due to the nature of the liabilities, the pension plans are exposed to inflation, interest rate risk and changes in the life expectancy for pensioners. As the plan assets include significant investments in quoted equities, the group is also exposed to equity market risk.

The valuations used have been based on the most recent valuation of the two major UK schemes as at 31 March 2011 and updated by the schemes' actuaries for the requirement to assess the present value of the liabilities of the schemes as at 31 December 2013. The assets of the schemes are stated at their aggregate market value as at 31 December 2013.

The principal assumptions made by the actuaries in relation to the main UK schemes are as follows:

The main overseas schemes as at 31 December 2013 consist of three funded defined benefit schemes held in Canada and The Law Companies Group, Inc Pension Plan that was acquired as part of the acquisition of MACTEC. A discount rate of 4.9 per cent (2012: 4.3 per cent; 2011: 4.6 per cent) and salary inflation rate of 2.75 per cent (2012: 2.75 per cent; 2011: 2.75 per cent) have been used for the three defined benefit schemes held in Canada. A discount rate of 4.7 per cent (2012: 3.7 per cent; 2011: 4.6 per cent) has been used for the Law Companies Group, Inc. Pension Plan retirement scheme. No further benefits are being accrued in this scheme.

The assumptions used by the actuaries are the best estimates chosen from a range of possible actuarial assumptions, which, due to the timescale covered, may not necessarily be borne out in practice.

The retirement benefit liabilities of £62 million (2012: £93 million; 2011: £81 million) reflect primarily the deficits on the overseas schemes.

The major categories of scheme assets as a percentage of total scheme assets are as follows:

The equities and bonds as listed above are predominantly quoted investments. There is a small investment in privately held pooled fund investments and the property/other investments are unquoted.

The defined benefit obligation can be allocated to the plans' participants as follows:

The weighted average duration of the defined benefit obligation at the end of the reporting period is 18.7 years.

The impact on the defined benefit obligation of the main UK schemes of changes in the most significant assumptions as at 31 December 2013 is shown below:

The sensitivity analysis above is based on a method that extrapolates the impact on the defined benefit obligation of reasonable changes in key assumptions occurring as at 31 December 2013.

The defined benefit obligations of the overseas schemes are significantly lower than those of the main UK schemes. Sensitivity analysis of reasonable changes in the key assumptions as at 31 December did not indicate any significant changes to the defined benefit obligations of those schemes.

Expected benefit payments from the defined benefit plans in future years are as follows:

The group expects to contribute £32 million to its defined benefit pension schemes in 2014. This includes special contributions of £5 million.

	Assets									Liabilities

	31 December 2013			31 December 2012			31 December 2011			31 December 2013			31 December 2012			31 December 2011
	£ million			£ million			£ million			£ million			£ million			£ million
Property, plant and equipment		15			14			15			(2	)		(4	)		—
Intangible assets		—			—			—			(33	)		(48	)		(37	)
Retirement benefits		8			19			25			(20	)		(30	)		(11	)
Derivative financial instruments		1			1			2			(1	)		(1	)		(1	)
Provisions		46			60			57			—			—			—
Employee share schemes		3			4			6			—			—			—
Other items		13			13			8			(18	)		(10	)		(9	)
Tax losses carried forward		3			15			17			—			—			—

Deferred tax assets/(liabilities)		89			126			130			(74	)		(93	)		(58	)
Offset of deferred tax assets and liabilities relating to income tax levied by the same taxation authority		(54	)		(84	)		(58	)		54			84			58

Net deferred tax assets/(liabilities)		35			42			72			(20	)		(9	)		—

The deferred tax credit of £6 million (2012: £15 million; 2011: £8 million) recognised in income consists of a credit of £nil (2012: £14 million; 2011: £2 million) relating to continuing operations and a £6 million credit (2012: £1 million; 2011: £6 million) in respect of discontinued operations.

There are a number of factors that may affect the group's future tax charge including the resolution of open issues with tax authorities, corporate acquisitions and disposals, the use of brought-forward losses and changes in tax legislation and tax rates.

Tax losses and deductible temporary differences not recognised by the group do not expire under current tax legislation. Deferred tax assets have not been recognised in respect of these items because it is not probable that future taxable profits will be available against which the group can utilise these assets.

In addition, claims have been made to HM Revenue & Customs (HMRC) to offset tax losses of up to £79 million against the group's UK taxable profits. These losses were generated in a legacy German business in accounting periods up to 31 December 2002. If successful, the claims will result in a refund of UK corporation tax. The amount and availability of the refund depends on a number of factors which are currently being discussed with HMRC. This potential refund is not included as an asset in the accounts.

No deferred tax liability has been recognised in respect of £355 million (2012: £551 million; 2011: £474 million) of unremitted earnings of subsidiaries and joint ventures because the group is in a position to control the timing of the reversal of the temporary difference and it is not probable that such differences will reverse in the foreseeable future.

The amount of unrecognised deferred tax liabilities in respect of these unremitted earnings is estimated to be £16 million (2012: £29 million; 2011: £24 million).

Trade receivables expected to be recovered within one year include retentions of £34 million (2012: £35 million; 2011: £15 million) relating to contracts in progress. Trade receivables expected to be recovered after more than one year include retentions of £2 million (2012: £7 million; 2011: £5 million) relating to contracts in progress.

The aggregate amount of costs incurred plus recognised profits (less recognised losses) for all long-term contracts in progress for continuing businesses at the balance sheet date was £4,960 million (2012: £4,504 million; 2011: £4,645 million).

Trade receivables, amounts owed by joint ventures and other receivables are classified as loans and receivables.

Gross amounts due to customers include advances received of £3 million (2012: £26 million; 2011: £26 million).

Trade payables, other payables and accruals are classified as other financial liabilities.

The objective of the group's capital management is to ensure that it has a strong financial position from which to grow the business to meet its Vision 2015 targets and is able to maximise shareholder value. The appropriate capital structure for the group comprises of a mix of debt and equity. The mix is determined by considering business profile and strategy, financial policies and availability and cost of funding.

The group is currently in a net cash position. The long-term net debt is expected to be no more than two times EBITDA. The group may exceed this operating parameter should the business profile require it. However, it is expected that any increases would be temporary given the net operational cash flows of the group.

The group has committed banking facilities of £477 million (2012: £377 million; 2011: £nil). This consists of a £377 million multi-currency revolving facility that was taken out on 18 July 2012. The facility is committed for five years and is available for general corporate purposes. In addition on 9 April 2013 the group entered into a £100 million Sterling term loan for a period of 12 months. As at 31 December 2013, £120 million (2012: £150 million; 2011: £nil) of the loans and facilities had been utilised.

In February 2012, the board approved a share buyback programme of £400 million. During the year a total of 4 million shares (31 December 2012: 33 million shares) have been purchased under this programme. During 2012 this included the use of forward share purchase contracts through close periods. The group completed the buyback programme on 8 February 2013.

No changes were made to the objectives, policies or processes for managing capital during 2013, 2012 or 2011.

The principal financial risks to which the group is exposed are: foreign currency exchange risk; funding and liquidity risk; counterparty credit risk; and interest rate risk. The board has approved policies for the management of these risks.

The group's treasury department manages funding, liquidity, credit risk and risks arising from movements in interest and foreign currency rates within a framework of policies and guidelines approved by the board. The treasury department does not operate as a profit centre and the undertaking of speculative transactions is not permitted. Treasury operations are conducted within a framework of policies and guidelines authorised and reviewed by the board, most recently in October 2013.

The group publishes its consolidated accounts in Sterling. The majority of the group's trading income is denominated in the local currency of the business operations which provides a natural hedge against the currency of its cost base. Where commercial contracts are undertaken which are denominated in foreign currencies, the group seeks to mitigate the foreign exchange risk, when the cash flow giving rise to such exposure becomes certain or highly probable. This is achieved through the use of forward currency arrangements, which may include the purchase of currency options. There are currently no material transactional exposures which have been identified and remain unhedged. AMEC has no reason to believe that any outstanding forward contract will not be able to be settled from the underlying commercial transactions.

A portion of the group's earnings is generated in non-Sterling currencies. Such overseas profits are translated into Sterling at the average exchange rate prevailing throughout the year. There is currently no hedging in place for profits generated in non-Sterling currencies but the impact on group profits is monitored on an ongoing basis. In addition, the group has various assets denominated in foreign currencies, principally US Dollars and Canadian Dollars. A proportion of these assets, including unamortised goodwill, had been designated in net investment hedges using cross-currency instruments. The policy was changed in 2009 to cease translation hedging for core assets of the business and the remaining hedging contracts matured during the year. In specific circumstances, for example the planned repatriation of foreign assets, the group may from time to time enter into new net investment hedges to manage foreign exchange risks.

The group looks to mitigate the foreign exchange risk typically arising where contracts are awarded in, or involve costs in, non-local currency. Forward foreign exchange contracts and foreign exchange swaps are used for this purpose and are designated as cash flow hedges. The notional contract amount,

carrying amount and fair values of forward contracts and swaps designated as cash flow hedges are as follows:

The following tables indicate the periods in which the cash flows associated with the forward foreign exchange contracts designated as cash flow hedges are expected to occur and the periods in which they are expected to impact profit or loss:

There was no charge for ineffectiveness recognised in either 2013, 2012 or 2011.

Hedging of foreign currency exchange risk—fair value through income statement

Certain forward foreign exchange contracts and foreign exchange swaps are not designated as cash flow hedges and changes in their fair value are recognised through the income statement. The notional contract amount, carrying amount and fair values of these forward contracts and swaps are as follows:

The group previously had forward foreign exchange contracts which had been designated as hedges of the net investments in core subsidiaries in Canada and the US. The group revised its policy and the existing hedging contracts were not replaced when they matured. All such remaining hedging contracts matured during the year. The notional contract amount, carrying amount and fair values of swaps designated as net investment hedges are as follows:

A net foreign exchange loss for the year of £1 million (2012: gain of £1 million; 2011: gain of £4 million) was recognised in the translation reserve in respect of these forward foreign exchange contracts and currency interest rate swaps.

The group has other financial derivative assets of £1 million (2012: £1 million; 2011: £nil) and financial derivative liabilities of £1 million (2012: £1 million; 2011: £nil).

The group hedges its material transaction-related exposures and hence has no material transactional profit or loss sensitivity.

The group's policy aims to ensure the constant availability of an appropriate amount of funding to meet both current and future forecast requirements consistent with the group's budget and strategic plans. The group will finance operations and growth from its existing cash resources and the £477 million committed banking facilities. The requirement to enter into additional external facilities has been kept under review during the year.

Appropriate facilities will be maintained to meet ongoing requirements for bank guarantees and letters of credit.

The group is exposed to credit risk to the extent of non-payment by either its customers or the counterparties of its financial instruments. The effective monitoring and controlling of credit risk is a key component of the group's risk management activities.

Credit risks arising from treasury activities are managed by a central treasury function in accordance with the board approved treasury policy. The objective of the policy is to diversify and minimise the group's exposure to credit risk from its treasury activities by ensuring that surplus funds are placed with a diversified range of 25 to 30 mainstream banks and with each counterparty up to a pre-approved limit. These limits are set at prudent levels by the board and are based primarily on credit ratings set by Moody's, Standard & Poor's and Fitch. Credit ratings are monitored continually by the group treasury department.

The group treasury department monitors counterparty exposure on a global basis to avoid an over-concentration of exposure to any one counterparty.

The above analysis excludes retentions relating to contracts in progress of £34 million (2012: £35 million; 2011: £15 million) expected to be recovered within one year and £2 million (2012: £7 million; 2011: £5 million) expected to be recovered after one year.

Net receivables as at 31 December 2013 include £nil (2012: £nil; 2011: £2 million) in respect of amounts overdue by more than one year. The group believes there is no material exposure in respect of these balances.

The movement in the allowance for impairment in respect of trade receivables during the year was as follows:

Based on past experience, the group believes that no material impairment allowance is necessary in respect of trade receivables not past due.

Trade receivable exposures are typically with large companies and government-backed organisations and the credit ratings of these organisations are monitored. Credit risks are minimised through the use of letters of credit, parent company guarantees, insurance instruments and forward funding where achievable.

The group's most significant customer in 2013 accounted for around 8 per cent (2012: 15 per cent; 2011: 14 per cent) of continuing revenues, and around 4 per cent (2012 and 2011: similar percentage) of current trade and other receivables. The revenue was generated in the Americas.

The group was in both a net cash and net deficit position during the year. When the group is in a net cash position long-term interest rate hedging (for periods beyond three to six months) is not considered appropriate as the surplus cash is viewed as temporary.

The £377 million multi-currency revolving credit facility is subject to an interest rate of LIBOR plus a margin depending on leverage. The £100 million Sterling term loan is subject to an interest rate of LIBOR plus a fixed margin.

In respect of interest-earning financial assets and interest-bearing financial liabilities, the following table indicates their effective interest rates at the balance sheet date and the periods in which they mature:

The group's bank overdrafts are all denominated in US Dollars (2012: Sterling) and the bank loans are all denominated in Sterling (2012: Sterling).

All covenants attached to borrowings have been complied with throughout the current and prior years.

Fair values are determined using observable market prices (level 2 as defined by IFRS 13 'Fair Value Measurement') as follows:

The fair value of forward foreign exchange contracts is estimated by discounting the difference between the contractual forward price and the current forward price for the residual maturity of the contract using a risk-free interest rate.

Other non-current receivables of £24 million (2012: £27 million; 2011: £23 million) represent indemnities received on the acquisition of MACTEC and certain insurance receivables, both of which are matched by liabilities included within provisions.

Trade and other payables of £11 million (2012: £11 million; 2011 £nil) represents lease incentives received which are being amortised over the period of the lease and deferred consideration on acquisitions payable in more than one year.

	Litigation settlement and future legal costs			Indemnities granted and retained obligations on disposed businesses			Insurance			Onerous property contracts and provisions to fund joint ventures			Total

	£ million			£ million			£ million			£ million			£ million
As at 1 January 2013		40			69			36			26			171
Exchange and other movements		(1	)		1			—			—			—
Utilised		(4	)		(3	)		(2	)		(10	)		(19	)
Charged/(credited) to the income statement:
Additional provisions		9			10			4			2			25
Unused amounts reversed		(7	)		(6	)		(1	)		—			(14	)

As at 31 December 2013		37			71			37			18			163



As at 1 January 2012		54			66			37			12			169
Exchange and other movements		(2	)		(1	)		—			—			(3	)
Utilised		(12	)		(6	)		—			(4	)		(22	)
Charged/(credited) to the income statement:
Additional provisions		2			12			—			17			31
Unused amounts reversed		(2	)		(2	)		(1	)		—			(5	)
Arising on business combinations		—			—			—			1			1

As at 31 December 2012		40			69			36			26			171



As at 1 January 2011		50			66			44			27			187
Utilised		(6	)		(12	)		(4	)		(14	)		(36	)
Charged/(credited) to the income statement:
Additional provisions		3			21			—			—			24
Unused amounts reversed		(16	)		(9	)		(3	)		(1	)		(29	)
Arising on business combinations		23			—			—			—			23

As at 31 December 2011		54			66			37			12			169

Provision was made during 2006 and prior for the estimated litigation, settlement and future legal costs in connection with the group's ongoing major litigation. To the extent that these provisions were charged as exceptional items, any reversals are also included as exceptional items.

The provision for indemnities relates to the indemnification of the purchasers of SPIE in 2006, purchasers of the Built Environment businesses and other peripheral businesses in 2007. These businesses are reported as discontinued operations and any adjustments to the provisions are treated as adjustments to the profits on disposal which were treated as exceptional items.

The insurance provision relates to the potential liabilities in the group's captive insurance entity and provisions in relation to risks associated with insurance claims. These potential liabilities and risks relate predominantly to industrial disease of former employees.

Provision has also been made for AMEC's potential liability to fund loss-making joint venture entities. The increase in the provision in 2012 includes an exceptional charge of £11 million in respect of finding a joint venture that was part of a recent acquisition.

Future outflows in respect of the onerous property contracts are expected to occur over the next several years.

Due to the nature of the other liabilities, the timing of any potential future outflows is uncertain.

Movements in share capital and reserves are shown in the consolidated statement of changes in equity on pages F-28, F-29 and F-30.

The share capital of the company comprises ordinary shares of 50 pence each. All the ordinary shares rank pari passu in all respects. To the company's knowledge and belief, there are no restrictions on the transfer of shares in the company or on voting rights between holders of shares.

During the year, 4 million ordinary shares (2012: 33 million ordinary shares) were purchased at an average price of £10.84 (2012: £10.76) and a total cost of £45 million (2012: £358 million). Of the total shares purchased under this buyback programme, 34 million shares (2012: 30 million shares) have subsequently been cancelled.

As at 31 December 2012 the company was party to an irrevocable closed season buyback agreement for the purchase of its own ordinary shares for a maximum total cost of £45 million. The purchase of these shares was dependent upon the company's share price not reaching a pre-determined level during the remainder of the contract period. The outstanding share purchase mandate liability of £45 million was presented as a current liability in accordance with IAS 32.23. The company was not party to any such contracts as at 31 December 2013 or 31 December 2011.

As at 1 January 2013, there were 7,291,522 shares held in treasury (2012: 5,735,806; 2011: 6,658,059). All of the shares purchased during 2013 have subsequently been cancelled, but 3,250,000 of the shares purchased during 2012 are held in treasury. The group acquired 1,000,000 shares during 2011 which are held in treasury. During the year, 1,104,557 shares were transferred to share scheme

participants (2012: 1,694,284; 2011: 1,922,253), leaving a balance held in treasury as at 31 December 2013 of 6,186,965 shares (2012: 7,291,522; 2011: 5,735,806). £62 million (2012: £71 million; 2011: £49 million) has been deducted from equity in respect of these shares.

A qualifying share ownership trust ('the Quest') was established on 26 August 1999. The Quest holds shares issued by the company in connection with the savings related share option scheme. As at 31 December 2011 the Quest held 259 shares; these shares were sold during 2012 and the funds remitted to the company.

The hedging reserve comprises the effective portion of the cumulative net change in the fair value of cash flow hedging instruments related to hedged transactions that have not yet occurred.

The translation reserve comprises all foreign exchange differences arising from the translation of the accounts of foreign operations, as well as from the translation of liabilities and the cumulative net change in the fair value of instruments that hedge the company's net investment in foreign subsidiaries, that have arisen since 1 January 2004, being the date of transition to adopted IFRS.

Offers are made periodically in certain countries under the UK and International Savings-related Share Option Schemes which are open to all employees in those countries who meet minimum service criteria. Grants of share options are made to participating employees that entitle them to buy shares in the company normally after three years at up to 20 per cent discount to the market price of the shares at the time of offer. In the US, to conform with the relevant tax rules, options are granted at a maximum discount of 15 per cent to the share price at the time of grant and are normally exercisable after two years. Detailed terms of this plan are included in the Directors' Remuneration report.

Under the Performance Share Plan, annual awards are made to directors and selected senior employees of restricted shares that are subject to both market and non-market based conditions calculated over a three-year period.

Under the Restricted Share Plan, awards are made to selected employees as restricted shares which vest in full after three years provided the employee has remained in continuous employment.

The company has a further scheme in place, the Executive Share Option Scheme. AMEC's policy is to grant share options under this scheme only selectively and in exceptional circumstances such as recruitment. No awards have been made under this scheme since 2004 and authority for its use lapsed in 2012.

The share-based payment arrangements operated by the group are equity settled and, other than in defined good leaver circumstances, require participants to be still in employment with the group at the time of vesting.

The number and weighted average exercise price of share options under the Savings-related Share Option Scheme are as follows:

Options were exercised on a regular basis during the year and the average share price for the year was 1,070 pence (2012: 1,066 pence; 2011: 1,042 pence).

Options outstanding on 31 December 2013 have weighted average remaining contractual lives as follows:

The numbers of shares held under the Performance Share Plan and Restricted Share Plan are as follows:

The fair value of services received in return for share options granted and shares awarded are measured by reference to the fair value of those instruments. For grants in either the current or preceding year, the pricing models used and inputs (on a weighted average basis where appropriate) into those models are as follows:

	Savings-related Share Option Scheme (Black-Scholes model)						Performance Share Plan (Monte Carlo model)						Restricted Share Plan (Monte Carlo model)

	2013		2012		2011		2013		2012		2011		2013		2012
Weighted average fair value at measurement date		217p		239p		285p		948p		1,053p		937p		960p		990p
Weighted average share price at measurement date		1,061p		1,103p		909p		1,060p		1,139p		1,184p		1,070p		1,106p
Exercise price		866p		927p		682p		n/a		n/a		n/a		n/a		n/a
Expected share price volatility		27%		28%		34%		28%		29%		33%		n/a		n/a
Option life		3.3 years		3.3 years		3.3 years		2.8 years		3.0 years		n/a		2.7 years		2.7 years
Expected dividend yield		4.0%		3.3%		2.5%		n/a		n/a		n/a		3.0%		3.0%
Risk-free interest rate		1.0%		1.0%		1.1%		n/a		n/a		n/a		n/a		n/a
Comparator share price volatility		n/a		n/a		n/a		33%		35%		42%		n/a		n/a
Correlation between two companies in comparator group		n/a		n/a		n/a		50%		50%		50%		n/a		n/a

The expected share price volatility is based on the historical volatility of the company's share price.

The performance conditions attaching to the Performance Share Plan involve a comparison of the total shareholder return of the company with that of its comparators and achievement of targeted earnings per share growth. The former is a market based test and as such is incorporated into the grant date fair value of the award. There are no performance conditions attached to the Restricted Share Plan.

The directors are proposing a final dividend in respect of the financial year ended 31 December 2013 of 28.5 pence per share, which will absorb an estimated £84 million of equity. Subject to approval, it will be paid on 2 July 2014 to shareholders on the register of members on 30 May 2014. This dividend has not been provided for and there are no income tax consequences for the company. This final dividend together with the interim dividend of 13.5 pence (2012: 11.7 pence; 2011: 10.2 pence) per

share results in a total dividend for the year of 42.0 pence per share (2012: 36.5 pence; 2011: 30.5 pence).

The amount waived by trustees of the Performance Share Plan in respect of the interim and final dividends was £1 million (2012: £1 million; 2011: £1 million).

Cash and cash equivalents as at 31 December 2013 includes £25 million (2012: £30 million; 2011: £22 million) that is held in countries from which prior approval is required to transfer funds abroad. There are restrictions on the use of £7 million (2012: £9 million; 2011: £4 million) of cash held on behalf of joint venture arrangements. In addition, there are restrictions on the use of a further £16 million (2012: £13 million; 2011: £19 million) of cash and cash equivalents in respect of commitments of the group's captive insurance subsidiary to certain insurers.

The following purchase has been accounted for as an acquisition. The business acquired did not make a material contribution to consolidated revenue and profit in the period from its acquisition to 31 December 2013, nor would it have done in the year ended 31 December 2013 had it been acquired on 1 January 2013.

Intangible assets recognised at fair value on the acquisition of these businesses included trade names, order backlogs, customer relationships and non-compete agreements.

On 15 November 2013, the group acquired all of the shares in Automated Engineering Services Corp. (AES) for up to US$35 million, with US$29 million paid on completion and up to $6 million deferred for three years dependent of the achievement of certain performance targets.

AES is a 175-person professional design engineering nuclear services firm based in Naperville, Illinois, US. It provides plant design/modification engineering, engineering analysis, safety, licensing and regulatory services, and engineering programme support to existing nuclear utilities, primarily in the US.

The acquisition is fully aligned with AMEC's Vision 2015 strategy and builds on AMEC's nuclear position in the US, allowing AMEC to better serve its clients and providing a strong platform from which to achieve further growth.

The amounts recognised in respect of identifiable assets and liabilities relating to the acquisition of AES were as follows:

Goodwill has arisen on the acquisition of AES primarily due to its skilled workforce which did not meet the criteria for recognition as intangible assets as at the date of acquisition.

A further £2 million was paid in the period in respect of business acquired in 2012 and prior years.

On 30 May 2012, the group acquired all of the shares in Unidel Group Pty Limited (Unidel).

Unidel is a 260-person company working in Australia's energy, resources and infrastructure sectors which provides a range of environmental and infrastructure services similar to those of AMEC. Its experience includes projects involving gas field exploration, development, production and transmission, water pipelines and coal seam methane.

The acquisition is fully aligned with AMEC's Vision 2015 strategy and built AMEC's presence in Australia to some 1,500 employees. It also expands the group's capabilities in one of the key growth regions and allows the group to better serve customers in the oil & gas, mining, and clean energy markets.

The amounts recognised in respect of identifiable assets and liabilities relating to the acquisition of Unidel were as follows:

Goodwill has arisen on the acquisition of Unidel primarily due to its skilled workforce positioned within the Australian market which did not meet the criteria for recognition as intangible assets as at the date of acquisition.

On 29 June 2012, the group acquired all of the shares in Energy, Safety and Risk Consultants (UK) Limited (ESRC). ESRC was Serco Group plc's nuclear technical services business. It is based at a number of sites in the UK and has around 600 people providing consultancy and project solutions for customers including the Ministry of Defence, EDF, Magnox and the Nuclear Decommissioning Authority. The acquisition is fully aligned with AMEC's Vision 2015 growth strategy and further builds AMEC's footprint and capabilities in the clean energy market. The team of highly skilled professionals will complement AMEC's existing expertise in nuclear support activities and enable AMEC to better service its customers.

The amounts recognised in respect of identifiable assets and liabilities relating to the ESRC acquisition were as follows:

Goodwill has been recognised on this acquisition as a result of the value of its skilled workforce which did not meet the criteria for recognition as intangible assets as at the date of acquisition. The acquisition also provides significant opportunities for the combined business to grow due to the complementary skills.

Other acquisitions were made in the year for a total consideration of £8 million of which £6 million was paid on completion with the balance of £2 million dependent on the achievement of set earnings targets. The aggregate fair value of identifiable net assets was £4 million, and there was a non-controlling interest of £2 million created. Goodwill arising was £6 million and has been recognised as a result of the value of its skilled workforce which did not meet the criteria for recognition as intangible assets as at the date of acquisition.

A further £2 million was paid in the period in respect of businesses acquired in 2011 and prior years.

The following purchases have been accounted for as acquisitions. MACTEC, Inc contributed £126 million to consolidated revenue and £10 million to consolidated EBITA in the period from the date of its acquisition to 31 December 2011. If the acquisition had taken place at the beginning of the year, the EBITA of the group would have been £320 million and consolidated revenue would have been £3,258 million. None of the other businesses acquired made a material contribution to consolidated revenue and profit in the period from their acquisition to 31 December 2011, nor would they have done in the year ended 31 December 2011 if they had been acquired on 1 January 2011.

Intangible assets recognised at fair value on the acquisition of these businesses included brands, trade names, customer relationships, order backlogs and non-compete agreements.

On 21 February 2011, the group acquired all of the shares in QED International Limited (qedi). qedi is a market-leading project delivery company, focused on delivering specialist completion and commissioning services for major projects in the oil and gas industry. The acquisition strengthens AMEC's project delivery capability across its key sectors, supports the Vision 2015 strategy, and reinforces AMEC's excellent track record through commissioning into operation.

The amounts recognised in respect of identifiable assets and liabilities relating to the acquisition of qedi were as follows:

Goodwill has arisen on the acquisition of qedi primarily through the recognition of the specialist expertise of its workforce in completion and commissioning services for major projects in the oil and gas industry, which did not meet the criteria for recognition as intangible assets at the date of acquisition. The acquisition also provides opportunities for expansion of the qedi business utilising AMEC's geographic coverage.

On 28 February 2011, the group acquired all of the shares in Zektin Group Pty Limited (Zektingroup). Zektingroup is an Australian-based specialist engineering consultancy for the oil and gas and resources industries. The acquisition provides AMEC with oil and gas capability on the east coast of Australia, as well as access to the coal seam methane sector. This is fully aligned with AMEC's Vision 2015 strategy of assured growth through a strengthened geographic footprint and enhanced capabilities in key sectors.

The amounts recognised in respect of identifiable assets and liabilities relating to the acquisition of Zektingroup were as follows:

Goodwill has arisen on the acquisition of Zektingroup through recognition of the value of its workforce of circa 220 which has strong capabilities and experience in target markets which did not meet the criteria for recognition as intangible assets at the date of acquisition. The acquisition also provides opportunities for synergies with and cross-selling for existing AMEC businesses.

At December 2011, the latest forecasts indicate that due to events that have occurred since the acquisition, the contingent consideration will not be payable and the provision has been released to the income statement. The latest forecasts in 2012 supported this position. The measurement period ended in 2013 with no contingent consideration payable.

On 3 June 2011, the group acquired all of the shares in MACTEC, Inc (MACTEC). MACTEC is a leading US engineering and environmental services company which provides a similar wide range of services to the group's existing Environment & Infrastructure business. The acquisition provides greater access to new customers and regions, is fully aligned with the Vision 2015 strategy and provides the group with the right scale to service the important and growing environmental and infrastructure engineering services market.

The amounts recognised in respect of identifiable assets and liabilities relating to the acquisition of MACTEC were as follows:

	Recognised value

	£ million
Property, plant and equipment		4
Intangible assets		54
Indemnities received		23
Trade and other receivables		65
Cash and cash equivalents		14
Current tax payable		(2	)
Trade and other payables		(46	)
Deferred tax liability		(7	)
Retirement benefit liabilities		(20	)
Provisions		(23	)

Net identifiable assets and liabilities		62
Goodwill on acquisition		121

		183



Consideration
Cash—paid on completion		123
—paid to repay debt		60

		183

Goodwill has been recognised on this acquisition through recognition of the value of its workforce of circa 2,600 mostly highly skilled technical professionals which did not meet the criteria for recognition as intangible assets as at the date of acquisition. MACTEC's 70 offices are mainly based in eastern USA, complementing the strength of the existing AMEC Environment & Infrastructure business in western USA and Canada. The acquisition also provides significant opportunities for synergy benefits and cost savings.

Other acquisitions were made in the year for a total consideration of £14 million of which £11 million was paid on completion with the balance of £3 million dependent on the achievement of set targets for labour revenue growth. The aggregate fair value of identifiable net assets was £6 million, which consisted of £6 million relating to other intangible assets, cash and cash equivalents of £1 million and other net liabilities of £1 million. Goodwill arising was £8 million and has been recognised as a result of expected synergies.

A further £16 million was paid in the period in respect of businesses acquired in 2010 and prior years.

There was one small disposal made during the year. In addition, there were various cash payments in respect of businesses sold in prior years and adjustments to provisions held in respect of prior year disposals resulting in a net loss of £2 million and a net cash outflow of £9 million.

The net cash flows attributable to discontinued operations during the year were as follows:

The total obligations under non-cancellable operating lease rentals for continuing operations are as follows:

AMEC enters into the following types of lease: short-term plant hires; leases for motor vehicles and office equipment with lease periods of two to five years; and longer-term property leases. None of the leases include any contingent rentals.

AMEC has taken internal and external legal advice in considering known or reasonably likely legal claims and actions by or against the company. Consequently, it carefully assesses the likelihood of the success of a claim or action. AMEC makes an appropriate provision for those legal claims or actions against the company on the basis of the likely outcome but makes no provision for those which are, in its view, unlikely to succeed. Provisions of £37 million (2012: £40 million; 2011: £54 million) are shown in note 21 in respect of these claims.

Known and reasonably likely legal claims or actions for which a provision has not been established are not expected to have a material impact on the group. The possibility of other claims being made in the future is considered by AMEC, but in general their occurrence or outcome cannot be predicted within any degree of certainty.

During 2013 there were a number of transactions with the senior management group, joint venture entities and subsidiary companies.

Following the restructure in late 2012, the senior management group now consists of AMEC plc board members and the presidents of the Americas, Europe and Growth Regions geographies. In 2012 and 2011 the senior management group consisted of AMEC plc board members.

The senior management group and relatives controlled 0.81 per cent of the voting rights of the company as at 31 December 2013.

In addition to their salaries, the company also provides non-cash benefits to executive directors and other senior managers and they receive share awards under the Performance Share Plan. The company also contributes to a defined benefit plan on behalf of certain executive directors. Details of their compensation are as follows:

The transactions and related balances outstanding with joint venture entities are as follows:

In September 2012, the UK government's Department for Business, Innovation and Skills announced a change to UK legislation with respect to the requirement for a UK company to be subject to annual audit. An additional audit exemption has been introduced, such that for a subsidiary of a parent established in a European Economic Area state, that subsidiary can be exempt from annual audit if certain conditions are met. The principal conditions are the requirement for the subsidiary's shareholders to agree to the exemption and a guarantee to be issued to the subsidiary by the parent undertaking, guaranteeing all of the subsidiary's outstanding liabilities at the year end, until they are satisfied in full.

The group will be exempting the following companies from an audit in 2013 under Section 479A of the Companies Act 2006, all of which are fully consolidated in these accounts:

On 13 February 2014, AMEC announced that it had entered into a definitive agreement with Foster Wheeler AG (Foster Wheeler) under which AMEC will make a recommended offer to acquire the entire issued and to be issued share capital of Foster Wheeler.

Under the terms of the acquisition, Foster Wheeler shareholders would receive 0.8998 new AMEC securities and $16.00 in cash for each Foster Wheeler share (representing approximately $3.3 billion, or £2.0 billion* in aggregate).

Due to its size, the acquisition is a class 1 transaction under the UK listing rules and therefore requires the approval of AMEC shareholders. Completion of the transaction will also be subject to AMEC having received valid acceptance to the offer from holders of Foster Wheeler shares holding a minimum of 80 per cent of the total issued share capital of Foster Wheeler, regulatory and anti-trust approvals, a Foster Wheeler shareholder vote, and the satisfaction of other customary closing conditions.

On 19 March 2014 AMEC disposed of its investment in Lancashire Waste Project resulting in an estimated loss on disposal of £20 million.

FOSTER WHEELER AG AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF OPERATIONS

(in thousands of dollars, except per share amounts)

(unaudited)

	Quarter Ended September 30,						Nine Months Ended September 30,

	2014			2013			2014			2013
Operating revenues	$	859,721		$	801,826		$	2,445,187		$	2,455,377
Cost of operating revenues		728,969			648,360			2,063,855			2,028,858

Contract profit		130,752			153,466			381,332			426,519
Selling, general and administrative expenses		80,118			85,521			245,312			265,654
Other income, net		(7,684	)		(9,873	)		(54,234	)		(32,638	)
Other deductions, net		13,384			7,557			25,613			23,359
Interest income		(1,207	)		(1,307	)		(4,120	)		(4,251	)
Interest expense		2,669			3,388			4,485			9,976
Net asbestos-related provision/(gain)		1,956			2,000			5,173			(9,750	)

Income from continuing operations before income taxes		41,516			66,180			159,103			174,169
Provision for income taxes		15,753			17,794			31,826			36,273

Income from continuing operations		25,763			48,386			127,277			137,896

Discontinued operations:
Income from discontinued operations before income taxes		—			1,760			—			265
Provision for income taxes from discontinued operations		—			—			—			—

Income from discontinued operations		—			1,760			—			265

Net income		25,763			50,146			127,277			138,161

Less: Net income/(loss) attributable to noncontrolling interests		323			(467	)		(824	)		3,823

Net income attributable to Foster Wheeler AG	$	25,440		$	50,613		$	128,101		$	134,338



Amounts attributable to Foster Wheeler AG:
Income from continuing operations	$	25,440		$	48,853		$	128,101		$	134,073
Income from discontinued operations		—			1,760			—			265

Net income attributable to Foster Wheeler AG	$	25,440		$	50,613		$	128,101		$	134,338



Basic earnings per share attributable to Foster Wheeler AG:
Income from continuing operations (see Note 1)	$	0.25		$	0.50		$	1.28		$	1.33
Income from discontinued operations		—			0.02			—			—

Net income attributable to Foster Wheeler AG	$	0.25		$	0.52		$	1.28		$	1.33



Diluted earnings per share attributable to Foster Wheeler AG:
Income from continuing operations (see Note 1)	$	0.25		$	0.50		$	1.27		$	1.32
Income from discontinued operations		—			0.01			—			—

Net income attributable to Foster Wheeler AG	$	0.25		$	0.51		$	1.27		$	1.32



Return of capital distribution per share	$	—		$	—		$	0.40		$	—

FOSTER WHEELER AG AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(in thousands of dollars)

(unaudited)

	Quarter Ended September 30,						Nine Months Ended September 30,

	2014			2013			2014			2013
Net income	$	25,763		$	50,146		$	127,277		$	138,161
Other comprehensive (loss)/income, net of tax:
Foreign currency translation adjustments:
Foreign currency translation adjustments		(36,649	)		12,126			(36,383	)		(7,588	)
Tax impact		11			—			20			—

Foreign currency translation adjustments, net of tax		(36,638	)		12,126			(36,363	)		(7,588	)

Cash flow hedges adjustments:
Unrealized loss		(1,859	)		(1,456	)		(4,567	)		(148	)
Tax impact		645			495			1,595			(1	)

Unrealized loss, net of tax		(1,214	)		(961	)		(2,972	)		(149	)

Reclassification for losses included in net income (see Note 8 for further information)		983			1,123			3,047			3,407
Tax impact		(334	)		(382	)		(1,036	)		(1,051	)

Reclassification for losses included in net income, net of tax		649			741			2,011			2,356

Total cash flow hedges adjustments, net of tax		(565	)		(220	)		(961	)		2,207

Pension and other postretirement benefits adjustments, net of tax:
Net actuarial loss		(880	)		—			(4,860	)		—
Tax impact		107			—			605			—

Net actuarial loss, net of tax		(773	)		—			(4,255	)		—

Amortization included in net periodic pension cost (see Note 6 for further information):
Net actuarial loss		4,274			4,768			12,726			14,365
Tax impact		(466	)		(298	)		(1,386	)		(1,303	)

Net actuarial loss, net of tax		3,808			4,470			11,340			13,062

Prior service credit		(1,463	)		(1,257	)		(4,364	)		(3,781	)
Tax impact		117			50			348			232

Prior service credit, net of tax		(1,346	)		(1,207	)		(4,016	)		(3,549	)

Transition obligation		5			14			14			42
Tax impact		—			(15	)		(2	)		(9	)

Transition obligation, net of tax		5			(1	)		12			33

Total pension and other postretirement benefits adjustments, net of tax		1,694			3,262			3,081			9,546

Other comprehensive (loss)/income, net of tax		(35,509	)		15,168			(34,243	)		4,165

Comprehensive (loss)/income		(9,746	)		65,314			93,034			142,326
Less: Comprehensive (loss)/income attributable to noncontrolling interests		(211	)		11			(1,894	)		3,151

Comprehensive (loss)/income attributable to Foster Wheeler AG	$	(9,535	)	$	65,303		$	94,928		$	139,175

FOSTER WHEELER AG AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

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

(unaudited)

	September 30, 2014			December 31, 2013

ASSETS
Current Assets:
Cash and cash equivalents	$	447,658		$	556,190
Accounts and notes receivable, net:
Trade		620,866			671,770
Other		73,771			57,262
Contracts in process		237,249			197,232
Prepaid, deferred and refundable income taxes		51,513			62,856
Other current assets		38,079			38,431

Total current assets		1,469,136			1,583,741

Land, buildings and equipment, net		253,537			279,981
Restricted cash		60,417			82,867
Notes and accounts receivable—long-term		13,627			15,060
Investments in and advances to unconsolidated affiliates		165,846			181,315
Goodwill		164,650			169,801
Other intangible assets, net		100,235			113,463
Asbestos-related insurance recovery receivable		102,926			120,489
Other assets		147,341			143,848
Deferred tax assets		43,200			49,707

TOTAL ASSETS	$	2,520,915		$	2,740,272



LIABILITIES, TEMPORARY EQUITY AND EQUITY
Current Liabilities:
Current installments on long-term debt	$	15,867		$	12,513
Accounts payable		243,589			282,403
Accrued expenses		255,035			304,312
Billings in excess of costs and estimated earnings on uncompleted contracts		481,211			569,652
Income taxes payable		38,536			39,078

Total current liabilities		1,034,238			1,207,958

Long-term debt		96,479			113,719
Deferred tax liabilities		41,448			39,714
Pension, postretirement and other employee benefits		101,281			111,221
Asbestos-related liability		232,823			257,180
Other long-term liabilities		138,264			210,651
Commitments and contingencies

TOTAL LIABILITIES		1,644,533			1,940,443

Temporary Equity:
Non-vested share-based compensation awards subject to redemption		18,072			15,664

TOTAL TEMPORARY EQUITY		18,072			15,664

Equity:
Registered shares:
CHF 3.00 par value; authorized: 158,939,285 shares and 157,863,694 shares; conditionally authorized: 57,092,821 shares and 58,168,412 shares; issued: 106,718,491 shares and 105,642,900 shares; outstanding: 100,126,791 shares and 99,051,200 shares.		263,568			259,937
Paid-in capital		203,359			216,450
Retained earnings		1,061,261			933,160
Accumulated other comprehensive loss		(542,490	)		(509,317	)
Treasury shares (outstanding: 6,591,700 shares and 6,591,700 shares)		(150,131	)		(150,131	)

TOTAL FOSTER WHEELER AG SHAREHOLDERS' EQUITY		835,567			750,099

Noncontrolling interests		22,743			34,066

TOTAL EQUITY		858,310			784,165

TOTAL LIABILITIES, TEMPORARY EQUITY AND EQUITY	$	2,520,915		$	2,740,272

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

Nine Months Ended September 30, 2013
Balance at December 31, 2012	$	269,633		$	266,943		$	835,993	$	(567,603	)	$	(90,976	)	$	713,990		$	43,403		$	757,393
Net income		—			—			134,338		—			—			134,338			3,823			138,161
Other comprehensive (loss)/income, net of tax		—			—			—		4,837			—			4,837			(672	)		4,165
Issuance of registered shares upon exercise of stock options		637			3,656			—		—			—			4,293			—			4,293
Issuance of registered shares upon vesting of restricted awards		952			(952	)		—		—			—			—			—			—
Distributions to noncontrolling interests		—			—			—		—			—			—			(12,579	)		(12,579	)
Share-based compensation expense		—			10,400			—		—			—			10,400			—			10,400
Excess tax shortfall related to share-based compensation		—			(123	)		—		—			—			(123	)		—			(123	)
Repurchase of registered shares		—			—			—		—			(150,131	)		(150,131	)		—			(150,131	)
Retirement of registered shares		(13,608	)		(77,368	)		—		—			90,976			—			—			—

Balance at September 30, 2013	$	257,614		$	202,556		$	970,331	$	(562,766	)	$	(150,131	)	$	717,604		$	33,975		$	751,579



Nine Months Ended September 30, 2014
Balance at December 31, 2013	$	259,937		$	216,450		$	933,160	$	(509,317	)	$	(150,131	)	$	750,099		$	34,066		$	784,165
Net income/(loss)		—			—			128,101		—			—			128,101			(824	)		127,277
Other comprehensive (loss)/income, net of tax		—			—			—		(33,173	)		—			(33,173	)		(1,070	)		(34,243	)
Issuance of registered shares upon exercise of stock options		2,376			15,962			—		—			—			18,338			—			18,338
Issuance of registered shares upon vesting of restricted awards		1,255			(1,255	)		—		—			—			—			—			—
Distributions to noncontrolling interests		—			—			—		—			—			—			(9,429	)		(9,429	)
Share-based compensation expense		—			11,933			—		—			—			11,933			—			11,933
Excess tax benefit related to share-based compensation		—			162			—		—			—			162			—			162
Return of capital distribution		—			(39,893	)		—		—			—			(39,893	)		—			(39,893	)

Balance at September 30, 2014	$	263,568		$	203,359		$	1,061,261	$	(542,490	)	$	(150,131	)	$	835,567		$	22,743		$	858,310

FOSTER WHEELER AG AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

(in thousands of dollars)

(unaudited)

	Nine Months Ended September 30,

	2014			2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	127,277		$	138,161
Adjustments to reconcile net income to cash flows from operating activities:
Depreciation and amortization		44,535			42,828
Reversal of previously accrued unrecognized tax benefits		(22,339	)		—
Net non-cash asbestos-related provision		6,000			6,000
Share-based compensation expense		14,341			14,119
Excess tax (benefit)/shortfall related to share-based compensation		(162	)		123
Deferred income tax provision		16,199			62
Dividends, net of equity in earnings of unconsolidated affiliates		3,793			28,744
Other noncash items, net		(462	)		86
Changes in assets and liabilities, net of effects from acquisitions:
Decrease in receivables		8,817			4,833
Net change in contracts in process and billings in excess of
costs and estimated earnings on uncompleted contracts		(118,908	)		(17,463	)
Decrease in accounts payable and accrued expenses		(89,667	)		(45,316	)
Net change in other current assets and liabilities		(4,520	)		(31,296	)
Net change in other long-term assets and liabilities		(36,160	)		(26,799	)

Net cash (used in)/provided by operating activities—continuing operations		(51,256	)		114,082

Net cash used in operating activities—discontinued operations		—			(385	)

Net cash (used in)/provided by operating activities		(51,256	)		113,697

CASH FLOWS FROM INVESTING ACTIVITIES
Payments related to acquisition of businesses, net of cash acquired		(2,000	)		(52,770	)
Proceeds from disposition of business		—			48,600
Change in restricted cash		18,848			9,249
Capital expenditures		(17,826	)		(21,810	)
Investments in and advances to unconsolidated affiliates		—			(11,591	)
Other investing activities		534			40

Net cash used in investing activities—continuing operations		(444	)		(28,282	)

Net cash provided by investing activities—discontinued operations		—			385

Net cash used in investing activities		(444	)		(27,897	)

CASH FLOWS FROM FINANCING ACTIVITIES
Repurchase of shares		—			(150,131	)
Return of capital distribution		(39,893	)		—
Distributions to noncontrolling interests		(9,429	)		(12,579	)
Proceeds from stock options exercised		18,338			4,293
Excess tax benefit/(shortfall) related to share-based compensation		162			(123	)
Repayment of debt and capital lease obligations		(7,693	)		(8,627	)

Net cash used in financing activities		(38,515	)		(167,167	)

Effect of exchange rate changes on cash and cash equivalents		(18,317	)		(3,826	)

Decrease in cash and cash equivalents		(108,532	)		(85,193	)

Less: Increase/(decrease) in cash and cash equivalents—discontinued operations		—			—

Decrease in cash and cash equivalents—continuing operations		(108,532	)		(85,193	)

Cash and cash equivalents at beginning of year		556,190			582,322

CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	447,658		$	497,129

FOSTER WHEELER AG AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(unaudited)

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.

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.

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.

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.

Please see Note 12 for further information related to changes in final estimated contract profit and the impact on business segment results.

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 $26,500 and $4,500 as of September 30, 2014 and December 31, 2013, respectively, of which substantially all costs had been incurred as of September 30, 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 September 30, 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.

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 September 30, 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 September 30, 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:

	September 30, 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	$	—	$	4,736	$	—	$	—	$	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	$	—	$	9,625	$	—	$	—	$	2,405	$	—
Interest rate swap contracts		—		8,255		—		—		7,866		—

Total liabilities measured at fair value on a recurring basis	$	—	$	17,880	$	—	$	—	$	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:

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:

Pending Exchange Offer and Our Acquisition by AMEC plc—On February 13, 2014, we entered into an Implementation Agreement (as amended from time to time, including by the letter agreement dated March 28, 2014, the deed of amendment dated May 28, 2014 and the deed of amendment dated October 2, 2014, "Implementation Agreement") with AMEC plc ("AMEC") relating to the pending 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, on October 7, 2014, AMEC International Investments B.V. (a direct, wholly owned subsidiary of AMEC) commenced 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 Offer will expire at 11:59 p.m. New York City time on November 4, 2014, unless the expiration date of the Offer is extended by AMEC.

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 and our Solicitation/Recommendation Statement on Schedule 14D-9, or Schedule 14D-9, filed with the Securities and Exchange Commission on October 7, 2014.

Dividend Distribution—On February 26, 2014, our Board of Directors approved a proposal to our shareholders for a one-time dividend distribution of $0.40 per share. Our shareholders approved the distribution at our Annual General Meeting on May 7, 2014 and the distribution was paid on May 21, 2014 to the shareholders listed on our share register as of May 7, 2014. The distribution was paid out of qualifying capital contribution reserves and was not subject to Swiss withholding tax. The distribution resulted in a reduction of paid-in capital and is presented on the consolidated statements of operations, changes in equity and cash flows as a return of capital.

This distribution was not linked to, and not conditional on, the closing of the Offer. The covenants of our senior unsecured credit agreement did not limit our ability to pay this dividend.

Recent Accounting Developments—In April 2014, the Financial Accounting Standards Board, or "FASB", issued Accounting Standards Update, or "ASU", No. 2014-08, "Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity". ASU 2014-08 provides guidance that limits the requirement to report discontinued operations to disposals of components of an entity that represent strategic shifts that have or will have a major effect on an entity's operations and financial results. The amendments also require expanded disclosures concerning discontinued operations, disclosures of certain financial results attributable to a disposal of a significant component of an entity that does not qualify for discontinued operations reporting and expanded disclosures for long-lived assets classified as held for sale or disposed of. The new standard is effective for annual financial statements with fiscal years beginning on or after December 15, 2014. Early adoption is permitted, but only for disposals or assets classified as held for sale that have not been reported in financial statements previously issued or available for issuance. We do not expect our adoption of this new standard to have a material impact on our consolidated financial statements and notes.

In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers (Topic 606)". ASU 2014-09 amends the guidance for revenue recognition to replace numerous, industry-specific requirements and converges areas under this topic with those of the International Financial Reporting Standards. ASU 2014-09 implements a five-step process for customer contract revenue recognition that focuses on transfer of control, as opposed to transfer of risk and rewards. The amendment also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenues and cash flows from contracts with customers. Other major provisions include the capitalization and amortization of certain contract costs, ensuring the time value of money is considered in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. The amendments in this ASU are effective for reporting periods beginning after December 15, 2016, and early adoption is prohibited. Entities can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. We are currently assessing the impact the adoption of ASU 2014-09 will have on our consolidated financial statements and notes.

In June 2014, the FASB issued ASU No. 2014-12 "Compensation—Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period." ASU 2014-12 clarifies that entities should treat performance targets that can be met after the requisite service period of a share-based payment award as performance conditions that affect vesting. Therefore, as of the grant date an entity would not record compensation expense related to an award for which transfer to the employee is contingent on the entity's satisfaction of a performance target until it becomes probable that the performance target will be met. No new disclosures are required under the ASU. The ASU's guidance is effective for all entities for reporting periods, including interim periods, beginning after December 15, 2015. Early adoption is permitted. In addition, all entities will have the option of applying the guidance either prospectively, only to awards granted or modified on or after the effective date, or retrospectively. Retrospective application would only apply to awards with performance targets outstanding at or after the beginning of the first annual period presented, the earliest presented

comparative period. We do not expect our adoption of this new standard to have a material impact on our consolidated financial statements and notes.

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 approximately $2,000. 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 are included within our Global Power Group business segment.

In October 2014, we acquired all of the ordinary shares and options of MDM Engineering Group Limited ("MDM Engineering") in a cash transaction for approximately $109,000. MDM Engineering is operationally located 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 preliminary purchase price allocation and pro forma information for this acquisition will be included in our fourth quarter 2014 consolidated financial statements. During the fourth quarter of 2014, we expect to record an aggregate increase of goodwill and other intangible assets of approximately $89,000 in connection with this acquisition. 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.

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 $5,100 based on the exchange rate in effect on June 30, 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 six months ended June 30, 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. During the second quarter of 2014, we renegotiated the terms of the earnout provision with the former owner and settled the earnout in full for a cash payment of approximately $3,500. The cash payment of approximately $3,500 consisted of approximately $1,300 which we had accrued as of December 31, 2013 and during the quarter and six months ended June 30, 2014, we recognized compensation expense, within selling, general and administrative expenses, of approximately $1,900 and $2,200, respectively. 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.

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:

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

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

Our projects in Italy recognized equity earnings of $378 and $1,530 in the third quarter of 2014 and 2013, respectively, and recognized equity earnings of $1,188 and $4,914 in the first nine months of 2014 and 2013, respectively. Our equity earnings were unfavorably impacted in the quarter and nine months ended September 30, 2014, compared to the corresponding periods in 2013, due to the expiration of a royalty agreement at our project that generated earnings from royalty payments linked to the price of natural gas. This project experienced decreased equity earnings in the quarter and nine months ended September 30, 2014, compared to the corresponding periods in 2013, of $1,000 and $2,300, respectively. Additionally, our equity earnings from our projects in Italy, during the nine months ended September 30, 2014, were unfavorably impacted by a provision for a tariff related to the net power supplied to the electrical grid at our waste-to-energy project. The impact of this provision decreased our equity earnings by $1,300, of which $1,100 related to the impact of the tariff for years prior to 2014. Our waste-to-energy project experienced a decrease in equity earnings in the nine months ended September 30, 2014, compared to the corresponding period in 2013, of $700.

Our equity earnings from our project in Chile were $4,375 and $5,413 in the third quarter of 2014 and 2013, respectively, and were $13,362 and $22,467 in the first nine months of 2014 and 2013, respectively. Our equity earnings in the quarter and nine months September 30, 2014 were unfavorably impacted by a decrease in the average electric tariff rates in 2014, as compared to the average electric tariff rates in the corresponding periods in 2013, which resulted in decreased equity earnings of $1,600 and $2,600, respectively. The decrease in equity earnings in the nine months ended September 30, 2014, compared to the same period in 2013, was primarily driven by three additional items: a $3,200 increase in our share of the project's 2012 earnings recognized in the nine months ended September 30, 2013 as a result of a revised earnings allocation for 2012 that was approved in connection with the approval by the project's governing board of the 2012 earnings distribution in the second quarter of 2013; a $3,000 increase from the reversal of an insurance-related contingency during the second quarter of 2013; and the unfavorable impact of 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 the above items, equity earnings would have shown an increase when comparing the nine months ended September 30, 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 September 30, 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:

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.

During the quarter and nine months ended September 30, 2013, we acquired a 49% interest in a joint venture company that is fully licensed to engineer, procure and construct process facilities in China. We paid cash consideration of approximately 72,000 CYN (approximately $11,600 based on the exchange rate in effect on the closing date). This investment is included within our Global E&C Group and included in investments in and advances to unconsolidated affiliates on our consolidated balance sheet.

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 September 30, 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.

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:

Our Global Power Group's goodwill in North America increased for the SESS business acquisition described in Note 2. All other changes in each of the regions during the nine months ended September 30, 2014 were the result of the impact of foreign currency translation adjustments.

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

As of September 30, 2014, the net carrying amounts of our identifiable intangible assets were $41,823 for our Global Power Group and $58,412 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 nine months ended September 30, 2014 and 2013.

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

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 nine months ended September 30, 2014 and 2013.

As described in Note 1 to the consolidated financial statements in this quarterly report on Form 10-Q, on October 7, 2014, AMEC commenced the Offer to acquire all of the FW shares. The Offer will expire at 11:59 p.m. New York City time on November 4, 2014, unless the expiration date of the Offer is extended by AMEC. If the conditions to the Offer are satisfied or waived and the Offer is consummated, we will be in default under our senior credit agreement if such agreement is not amended or terminated. We are currently in discussion with the administrative agent targeting the cancellation of the credit facility concurrently with the change of control event.

We had approximately $290,600 and $253,900 of letters of credit outstanding under our senior credit agreement as of September 30, 2014 and December 31, 2013, respectively. The letter of credit fees under our senior credit agreement as of September 30, 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 September 30, 2014 and December 31, 2013.

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:

We did not make any discretionary contributions during the first nine 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.

	Defined Benefit Pension Plans												Other Postretirement Benefit Plans

	Quarter Ended September 30,						Nine Months Ended September 30,						Quarter Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013			2014			2013			2014			2013
Net periodic benefit (credit)/cost:
Service cost	$	313		$	277		$	814		$	869		$	7		$	14		$	20		$	42
Interest cost		14,258			12,619			42,308			38,158			570			606			1,710			2,017
Expected return on plan assets		(18,790	)		(16,023	)		(55,810	)		(48,411	)		—			—			—			—
Amortization of net actuarial loss/(gain)		4,303			4,548			12,814			13,705			(29	)		220			(88	)		660
Amortization of prior service credit		(589	)		(383	)		(1,742	)		(1,159	)		(874	)		(874	)		(2,622	)		(2,622	)
Amortization of transition obligation		5			14			14			42			—			—			—			—

Net periodic benefit (credit)/cost	$	(500	)	$	1,052		$	(1,602	)	$	3,204		$	(326	)	$	(34	)	$	(980	)	$	97

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.

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 September 30, 2014 and December 31, 2013, the carrying amounts of our environmental liabilities were $6,400 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.

We are contingently liable under standby letters of credit, bank guarantees and surety bonds, totaling $887,500 and $960,500 as of September 30, 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.

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:

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 September 30, 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 September 30, 2014, we had a total gross notional amount, measured in U.S. dollar equivalent, of approximately $582,500 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:

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 nine months ended September 30, 2014 and 2013, we included net cash inflows on the settlement of derivatives of $2,841 and $5,179, 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.

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 approximately $49,100 as of September 30, 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:

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.

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

As of September 30, 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 $15,425, $10,869 and $843, 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 nine months ended September 30, 2014 or 2013.

Our share-based compensation plan includes a "change in control" provision, which provides for possible 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 nine months ended September 30, 2014 and 2013 were as follows:

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 September 30, 2014, our remaining available conditional capital was 57,092,821 shares.

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:

	Quarter Ended September 30,						Nine Months Ended September 30,

	2014			2013			2014			2013
Foreign currency translation	$	(36,649	)	$	12,126		$	(36,383	)	$	(7,588	)
Tax impact		11			—			20			—

Foreign currency translation, net of tax		(36,638	)		12,126			(36,363	)		(7,588	)
Less: Attributable to noncontrolling interests		(537	)		476			(1,081	)		(678	)

Attributable to Foster Wheeler AG	$	(36,101	)	$	11,650		$	(35,282	)	$	(6,910	)



Cash flow hedges^*	$	(876	)	$	(333	)	$	(1,520	)	$	3,259
Tax impact		311			113			559			(1,052	)

Attributable to Foster Wheeler AG	$	(565	)	$	(220	)	$	(961	)	$	2,207



Pension and other postretirement benefits	$	1,936		$	3,525		$	3,516		$	10,626
Tax impact		(242	)		(263	)		(435	)		(1,080	)

Pension and other postretirement benefits, net of tax	$	1,694		$	3,262		$	3,081		$	9,546
Less: Attributable to noncontrolling interests		3			2			11			6

Attributable to Foster Wheeler AG	$	1,691		$	3,260		$	3,070		$	9,540



Other comprehensive (loss)/income attributable to Foster Wheeler AG	$	(34,975	)	$	14,690		$	(33,173	)	$	4,837

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):

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.

Our effective tax rate for the first nine months of 2014 was lower than the U.S. statutory rate of 35% primarily because of the net impact of the following:

Our effective tax rate for the first nine months of 2013 was lower than the U.S. statutory rate of 35% primarily because of the net impact of the following:

We monitor on a quarterly basis the need for valuation allowances against the deferred tax assets that have been established in all taxing jurisdictions. In determining whether a valuation allowance is necessary, we evaluate all available evidence, both positive and negative, including a review of both historical performance and expected future profitability. We rely on forecasted future income based on management's judgment to determine the recoverability of our deferred tax assets and review such forecasts on an ongoing basis. If future results are less than projected and if tax planning alternatives do not offset those effects, a valuation allowance may be required to reduce the deferred tax assets, which could have a material impact on our results of operations in the period in which it is recorded.

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.

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 certain U.S. and non-U.S. jurisdictions. 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. During the nine months ended September 30, 2014, we settled audits with non-U.S. tax authorities which resulted in the release of previously recorded liabilities for unrecognized tax benefits. These releases resulted in reductions to our tax provision, interest expense and penalties on our consolidated statement of operations of $10,800, $3,400, and $8,100, respectively. Other than these releases for audit settlements, 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.

We operate through two business segments, or groups: our Global E&C Group and our Global Power 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.

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; and owns a noncontrolling interest in a petcoke-fired circulating fluidized-bed facility for refinery steam and power 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.

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.

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:

	Quarter Ended September 30,				Nine Months Ended September 30,

	2014		2013		2014		2013
Operating Revenues (Third-Party) by Industry:
Power generation	$	185,649	$	194,258	$	582,144	$	563,713
Oil refining		252,752		323,019		711,354		1,006,651
Pharmaceutical		20,873		29,308		63,562		107,706
Oil and gas		121,440		83,145		343,889		254,626
Chemical/petrochemical		201,441		124,284		520,687		360,831
Power plant design, operation and maintenance		55,796		41,773		166,126		125,282
Environmental		3,539		1,426		7,459		4,271
Other, net of eliminations		18,231		4,613		49,966		32,297

Total	$	859,721	$	801,826	$	2,445,187	$	2,455,377



Operating Revenues (Third-Party) by Business Segment:
Global E&C Group	$	693,726	$	615,028	$	1,892,460	$	1,865,721
Global Power Group		165,995		186,798		552,727		589,656

Total	$	859,721	$	801,826	$	2,445,187	$	2,455,377



Operating Revenues (Third-Party) by Geographic Region:
Africa	$	17,074	$	12,694	$	44,558	$	52,341
Asia Pacific		206,395		208,073		652,952		612,348
Europe		197,138		192,318		542,920		596,154
Middle East		135,609		91,482		398,467		236,284
North America		255,079		205,570		626,939		729,583
South America		48,426		91,689		179,351		228,667

Total	$	859,721	$	801,826	$	2,445,187	$	2,455,377

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

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

	Quarter Ended September 30,						Nine Months Ended September 30,

	2014			2013			2014			2013
EBITDA:
Global E&C Group	$	62,903		$	59,940		$	159,366		$	157,261
Global Power Group		20,724			45,428			113,544			115,699
C&F Group⁽¹⁾		(24,368	)		(21,301	)		(63,963	)		(49,810	)
Discontinued operations		—			1,760			—			4,184

Total EBITDA		59,259			85,827			208,947			227,334
Less: Discontinued operations		—			1,760			—			4,184

EBITDA from continuing operations		59,259			84,067			208,947			223,150

Add: Net income/(loss) attributable to noncontrolling interests		323			(467	)		(824	)		3,823
Less: Interest expense⁽²⁾		2,669			3,388			4,485			9,976
Less: Depreciation and amortization		15,397			14,032			44,535			42,828

Income from continuing operations before income taxes		41,516			66,180			159,103			174,169
Less: Provision for income taxes		15,753			17,794			31,826			36,273

Income from continuing operations		25,763			48,386			127,277			137,896
Income from discontinued operations⁽³⁾		—			1,760			—			265

Net income		25,763			50,146			127,277			138,161
Less: Net income/(loss) attributable to noncontrolling interests		323			(467	)		(824	)		3,823

Net income attributable to Foster Wheeler AG	$	25,440		$	50,613		$	128,101		$	134,338

	Quarter Ended September 30,				Nine Months Ended September 30,

	2014		2013		2014		2013
Net increase in contract profit from the regular
revaluation of final estimated contract profit revisions:⁽¹⁾
Global E&C Group	$	2,400	$	13,800	$	13,600	$	38,200
Global Power Group		3,800		16,400		23,000		36,600

Total	$	6,200	$	30,200	$	36,600	$	74,800

License settlement in our Global Power Group⁽²⁾	$	—	$	—	$	32,500	$	—
Litigation settlement in our E&C Group⁽³⁾		—		—		3,000		—
Reversal of previously accrued penalties on unrecognized tax benefits in our C&F Group⁽⁴⁾		—		—		8,100		—
Net asbestos-related provision/(gain) in our C&F Group⁽⁵⁾	$	2,000	$	2,000	$	5,200	$	(9,800	)
Charges for severance-related postemployment benefits:
Global E&C Group	$	800	$	1,000	$	2,800	$	3,900
Global Power Group		600		3,000		700		4,100
C&F Group		—		—		—		400

Total	$	1,400	$	4,000	$	3,500	$	8,400

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:

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.

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.

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 third 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.

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 nine months of 2014 as a result of indemnity and defense cost payments totaling approximately $40,900, partially offset by the impact of an increase in the liability related to our rolling 15-year asbestos-related liability estimate of approximately $6,000. 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 third 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 third 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 third 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 third quarter of 2029.

Through September 30, 2014, total cumulative indemnity costs paid, prior to insurance recoveries, were approximately $851,100 and total cumulative defense costs paid were approximately $425,400, or approximately 33% of total defense and indemnity costs. The overall historic average combined indemnity and defense cost per resolved claim through September 30, 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 third quarter of 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 September 30, 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 nine months ended September 30, 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.

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

The provision for revaluation in each period was the result of the accrual of our rolling 15-year asbestos liability estimate.

We expect to have net cash outflows of $31,700 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.

Some of our subsidiaries in the U.K. have also received claims alleging personal injury arising from exposure to asbestos. To date, 1,072 claims have been brought against our U.K. subsidiaries, of which 276 remained open as of September 30, 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 third quarter of 2029:

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 $49,300, with a corresponding increase in the asbestos-related asset.

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.

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. 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, and has asserted a cross claim against us. Our client has asserted counter and cross claims for breach of contract and gross negligence against the erection contractor and the turbine contractor. Our client also asserted 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. Responsive pleadings to the erection contractor's pleading were filed by the other parties, including us, on November 28, 2012. Our responsive pleading denied the erection contractor's claims against us and asserted cross claims against our client seeking damages related to delays, out of scope work, and improperly assessed delay liquidated damages.

The claims against us by the erection contractor alleged negligence and, in its purported capacity as a third party beneficiary and assignee of our steam generation equipment supply contract, breach of contract. The erection contractor contends that it incurred substantial delays and cost overruns due to performance failures on the part of our client and us. The erection contractor is seeking an equitable extension of the project schedule, plus $222,000 in damages, plus attorneys' and expert fees and the cost of the arbitration. Of this amount, $63,000 is for claims solely against our client. The remaining $159,000 purportedly relates to our alleged failures and is being claimed jointly against our client and us. The erection contractor also contends that, as an assignee of the steam generation equipment supply contract, it has a right to draw on our letters of credit. The turbine contractor's submission largely reiterates the erection contractor's allegations related to our and our client's performance failures. The turbine contractor's claims against our client total approximately $88,000. The turbine contractor also seeks a declaration that it did not cause any delay to the critical path of the

construction and commissioning schedule and that it is not liable for any delay liquidated damages to our client. The turbine contractor's claims against us total approximately $5,300. Our client's submission asserts claims for delay liquidated damages as well as defective equipment damages against the turbine contractor and the erection contractor, jointly and severally, totaling in excess of $400,000. Of this amount, $318,000 relates to delay liquidated damages, which includes $242,000 in liquidated damages accruing since our client's grant of Substantial Completion on December 15, 2011, because the turbine and erection contractors did not complete certain outstanding requirements and because the turbine contractor allegedly concealed unresolved deficiencies in the equipment it supplied. In February 2014, we entered into a partial settlement agreement with our client where we agreed to perform certain new work on the steam generation equipment in exchange for an assignment of our client's rights to seek indemnification for our project claims and the cost of the new work from the erection and turbine contractors. The partial settlement agreement is described more fully below. Accordingly, we are seeking $37,000 in damages from the turbine and erection contractors. Of this amount, $14,400 relates to our existing project claims previously asserted against our client and $22,600 relates to our claims for the new work that we are performing under the partial settlement agreement.

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. 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.

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 was 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. 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.

On May 28, 2014, our client filed an Amended Plan of Reorganization and Plan Confirmation Schedule. Pursuant to the Amended Plan, our client's claims estimation motion against the turbine and erection contractors mechanics lien claims has been put on hold and our client has commenced an adversary proceeding in the bankruptcy court against their title company, seeking to declare that the title company is liable under its $825,000 policy in the event that the turbine and erection contractors' mechanics liens are determined to have priority over the liens securing our client's credit facility. That proceeding is set to be tried on November 17, 2014. On July 8, 2014, our client adjourned the Plan Confirmation hearing to a date to be determined, pending the outcome of the adversary proceeding against the title company. On October 1, 2014, the title company commenced its own adversary proceeding in the bankruptcy court, seeking a declaratory judgment to determine the priority, validity, and extent of the mechanics' liens filed by us, the turbine contractor and the erection contractor. We have answered the complaint, denying the claims and asserting various meritorious affirmative defenses.

On October 15, 2014, the parties exchanged submissions in the arbitration in response to the affirmative claims asserted against them. Any reply submissions are due in mid-November, 2014. The hearing is scheduled for the first and second quarters of 2015.

On October 21, 2014, the erection contractor filed a motion in the bankruptcy proceeding seeking to have the court lift the automatic stay that is still in place with respect to our letters of credit in order to permit the arbitration panel to decide the erection contractor's claim of entitlement to the letters of credit as an alleged assignee of the steam generation equipment supply contract. We intend to oppose the motion.

We intend to vigorously defend the claims against us in the arbitration and pursue in the arbitration our claims against the turbine and erection contractors for the project claims and for the cost of the new work.

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

In November 2012, we commenced arbitration in India against our client seeking collection of unpaid receivables in excess of £52,000 (approximately $84,200 based on the exchange rate in effect as of September 30, 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 $89,000 based on the exchange rate in effect as of September 30, 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 $1,003,400 based on the exchange rate in effect as of September 30, 2014) in damages, including among other claims a claim for lost revenue due to delay in the execution of the project in the amount of £555,000 (approximately $898,200 based on the exchange rate in effect as of September 30, 2014). 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. 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 $18,600 based on the exchange rate in effect as of September 30, 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 $46,600 based on the exchange rate in effect as of September 30, 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 was 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 $35,000 based on the exchange rate in effect as of September 30, 2014). An initial session of that hearing took place in January 2014 and on March 25, 2014 the panel issued a declaratory award in our favor on the contractual interpretation pertaining to two of our claims for unpaid receivables. The remaining unpaid receivable claims and our client's counterclaim for a deductive change order were heard by the panel at sessions in May, June and July 2014, and an award on these claims is pending. On June 30, 2014, our client filed a petition in Delhi High Court

challenging both the jurisdiction of the panel and the legality, propriety and validity of the March 25, 2014 declaratory award. Along with the petition, our client also filed an application seeking to stay the ongoing arbitration proceedings pending the outcome of the challenge. On September 17, 2014, the Delhi High Court denied our client's motion to stay the arbitration. As for our client's challenge of the March 25, 2014 declaratory award, the court adjourned the matter for a further hearing to be held at the end of January 2015.

In the interim, the arbitration proceedings continue and the hearing on the remaining claims and counterclaims, including our client's counterclaim for lost revenue, is scheduled for the first quarter of 2015. In connection with such remaining claims and counterclaims, the parties exchanged detailed submissions in late August 2014. In its submission, our client increased the amount of its claim for lost revenue due to delay from £555,000 to £701,000 (approximately $1,134,500 based on the exchange rate in effect as of September 30, 2014), which therefore increased our client's total counterclaim from £620,000 to £766,000 (approximately $1,239,700 based on the exchange rate in effect as of September 30, 2014). Our subsidiary's previously-stated defenses to this counterclaim remain applicable. Reply submissions on the remaining claims and counterclaims, which were due on October 30, 2014, have not yet been exchanged due to our client's request for additional time for its submission. We await the panel's decision on the request. We cannot predict the ultimate outcome of this matter at this time.

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 three 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.

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.

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. During the second quarter of 2014, FWEC received a USEPA invoice under the foregoing agreement for payment of $99 of response costs USEPA claims it incurred from March 2013 to February 2014. 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.

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.

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. A stipulation has been entered into in the Texas state court actions consolidating the cases ("Texas Consolidated Action") and permitting plaintiffs to serve a consolidated complaint following the issuance of the Company's Schedule 14D-9 with the U.S. Securities and Exchange Commission regarding the Offer. A similar stipulation has been entered into in the two actions pending before the U.S. District Court for the District of New Jersey ("New Jersey Consolidated Action"). No class has been constituted yet.

In connection with the Texas Consolidated Action, the Company agreed to make a limited document production to counsel for the Texas plaintiffs and thereafter engaged in settlement negotiations with counsel for the Texas plaintiffs concerning certain additional disclosures in the Company's Schedule 14D-9. On October 1, 2014, the parties to the Texas Consolidated Action entered into a Stipulation of Settlement (the "Settlement Agreement") reflecting the terms of an agreement, subject to final approval by the Texas state court and closing of the Offer, to settle the Texas Consolidated Action. Pursuant to the Settlement Agreement, the Company agreed to make certain of the supplemental disclosures proposed by counsel for the Texas plaintiffs (the "Additional Disclosure") in the Company's Schedule 14D-9. The Company agreed to make the Additional Disclosure at the request of counsel for the Texas plaintiffs and solely for settlement purposes. The Company, AMEC and the Company's Board of Directors have denied, and continue to deny, all allegations of wrongdoing, fault, liability or damages to the Texas plaintiffs, the Company or its shareholders; deny

that they breached any fiduciary duties or aided and abetted any such breaches, or engaged in any wrongdoing or violation of law; deny that they acted improperly in any way; and maintain that they have committed no disclosure violations or any other breaches of duty whatsoever in connection with the Offer or any public disclosures. The Settlement Agreement further provides for, among other things: (a) the dismissal with prejudice of the Texas Consolidated Action; (b) the complete discharge, dismissal with prejudice on the merits, release, and/or settlement, to the fullest extent permitted by law, of all known and unknown claims, demands, rights, liabilities, losses, obligations, duties, damages, costs, debts, expenses, interest, penalties, sanctions, fees, attorneys' fees, actions, potential actions, causes of action, suits, agreements, judgments, decrees, matters, issues and controversies of any kind, nature and description whatsoever arising from or relating to the Offer that have been or could have been asserted against the Company, AMEC, the Company's Board of Directors and/or related parties; (c) certification of the Texas Consolidated Action as a class action for settlement purposes only; and (d) payment of fees and expenses by the Company to counsel for the Texas plaintiffs in the form of AMEC Shares with a fair market value of $650 (plus up to the value of a single AMEC Share), to be measured by the aggregate purchase price of such AMEC Shares at the time of the purchase (the "Settlement Shares"). The Settlement Shares shall be placed in escrow, and released to counsel for the Texas plaintiffs within ten days after entry of a judgment and order by the Texas state court dismissing the Texas Consolidated Action with prejudice.

The Texas state court granted preliminary approval of the Settlement Agreement on October 2, 2014, on the condition that the Company provide notice, at its own expense, of the pendency and proposed settlement of the Texas Consolidated Action (the "Notice") to members of the proposed class. Such Notice was annexed as Exhibit (a)(24) to the Company's Schedule 14D-9. The settlement contemplated by the Settlement Agreement is also contingent upon, among other things, the closing of the Offer. In the event that the settlement does not become effective, the Company, AMEC and the Company's Board of Directors will continue to vigorously defend themselves against the claims asserted in the Texas Consolidated Action.

If and when the settlement contemplated by the Settlement Agreement is finalized and approved, the Company believes that the New Jersey Consolidated Action will be barred by the release and that the action should be dismissed. Plaintiffs in the Texas Consolidated Action agreed in the Settlement Agreement to cooperate in connection with any efforts by the Company and the Company's Board of Directors to secure the dismissal of the New Jersey Consolidated Action. In the event that the New Jersey Consolidated Action is allowed to proceed, the Company and the Company's Board of Directors intend to vigorously defend themselves against the claims asserted in the New Jersey Consolidated Action.

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 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 $3,991 and $17,053 during the quarter and nine months ended September 30, 2013.

FOSTER WHEELER AG AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF OPERATIONS

(in thousands of dollars, except per share amounts)

(unaudited)

	Quarter Ended June 30,						Six Months Ended June 30,

	2014			2013			2014			2013
Operating revenues	$	851,767		$	863,407		$	1,585,466		$	1,653,551
Cost of operating revenues		716,722			709,800			1,334,886			1,380,498

Contract profit		135,045			153,607			250,580			273,053
Selling, general and administrative expenses		83,147			89,801			165,194			180,133
Other income, net		(40,410	)		(18,014	)		(46,550	)		(22,765	)
Other deductions, net		1,526			10,490			12,229			15,802
Interest income		(1,510	)		(1,482	)		(2,913	)		(2,944	)
(Reversal of interest expense)/interest expense		(1,846	)		3,916			1,816			6,588
Net asbestos-related provision/(gain)		1,209			(13,750	)		3,217			(11,750	)

Income from continuing operations before income taxes		92,929			82,646			117,587			107,989
Provision for income taxes		6,355			13,319			16,073			18,479

Income from continuing operations		86,574			69,327			101,514			89,510

Discontinued operations:
Income/(loss) from discontinued operations before income taxes		—			2,383			—			(1,495	)
Provision for income taxes from discontinued operations		—			—			—			—

Income/(loss) from discontinued operations		—			2,383			—			(1,495	)

Net income		86,574			71,710			101,514			88,015

Less: Net income/(loss) attributable to noncontrolling interests		980			1,011			(1,147	)		4,290

Net income attributable to Foster Wheeler AG	$	85,594		$	70,699		$	102,661		$	83,725



Amounts attributable to Foster Wheeler AG:
Income from continuing operations	$	85,594		$	68,316		$	102,661		$	85,220
Income/(loss) from discontinued operations		—			2,383			—			(1,495	)

Net income attributable to Foster Wheeler AG	$	85,594		$	70,699		$	102,661		$	83,725



Basic earnings per share attributable to Foster Wheeler AG:
Income from continuing operations (see Note 1)	$	0.86		$	0.68		$	1.03		$	0.83
Income/(loss) from discontinued operations		—			0.03			—			(0.01	)

Net income attributable to Foster Wheeler AG	$	0.86		$	0.71		$	1.03		$	0.82



Diluted earnings per share attributable to Foster Wheeler AG:
Income from continuing operations (see Note 1)	$	0.85		$	0.68		$	1.02		$	0.83
Income/(loss) from discontinued operations		—			0.03			—			(0.01	)

Net income attributable to Foster Wheeler AG	$	0.85		$	0.71		$	1.02		$	0.82



Return of capital distribution per share	$	0.40		$	—		$	0.40		$	—

FOSTER WHEELER AG AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(in thousands of dollars)

(unaudited)

	Quarter Ended June 30,						Six Months Ended June 30,

	2014			2013			2014			2013
Net income	$	86,574		$	71,710		$	101,514		$	88,015
Other comprehensive income/(loss), net of tax:
Foreign currency translation adjustments:
Foreign currency translation adjustments		3,554			(5,301	)		266			(19,714	)
Tax impact		16			—			9			—

Foreign currency translation adjustments, net of tax		3,570			(5,301	)		275			(19,714	)

Cash flow hedges adjustments:
Unrealized (loss)/gain		(340	)		2,126			(2,708	)		1,308
Tax impact		130			(704	)		950			(496	)

Unrealized (loss)/gain, net of tax		(210	)		1,422			(1,758	)		812

Reclassification for losses included in net income (see Note 8 for further information)		1,044			1,149			2,064			2,284
Tax impact		(355	)		(381	)		(702	)		(669	)

Reclassification for losses included in net income, net of tax		689			768			1,362			1,615

Total cash flow hedges adjustments, net of tax		479			2,190			(396	)		2,427

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		4,337			4,933			8,452			9,597
Tax impact		(464	)		(556	)		(920	)		(1,005	)

Net actuarial loss, net of tax		3,873			4,377			7,532			8,592

Prior service credit		(1,456	)		(1,260	)		(2,901	)		(2,524	)
Tax impact		117			91			231			182

Prior service credit, net of tax		(1,339	)		(1,169	)		(2,670	)		(2,342	)

Transition obligation		4			14			9			28
Tax impact		(2	)		3			(2	)		6

Transition obligation, net of tax		2			17			7			34

Total pension and other postretirement benefits adjustments, net of tax		2,536			3,225			1,387			6,284

Other comprehensive income/(loss), net of tax		6,585			114			1,266			(11,003	)

Comprehensive income		93,159			71,824			102,780			77,012
Less: Comprehensive income/(loss) attributable to noncontrolling interests		1,010			648			(1,683	)		3,140

Comprehensive income attributable to Foster Wheeler AG	$	92,149		$	71,176		$	104,463		$	73,872

FOSTER WHEELER AG AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

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

(unaudited)

	June 30, 2014			December 31, 2013

ASSETS
Current Assets:
Cash and cash equivalents	$	518,537		$	556,190
Accounts and notes receivable, net:
Trade		688,290			671,770
Other		75,278			57,262
Contracts in process		201,725			197,232
Prepaid, deferred and refundable income taxes		54,099			62,856
Other current assets		38,851			38,431

Total current assets		1,576,780			1,583,741

Land, buildings and equipment, net		270,913			279,981
Restricted cash		37,290			82,867
Notes and accounts receivable—long-term		14,452			15,060
Investments in and advances to unconsolidated affiliates		166,738			181,315
Goodwill		172,141			169,801
Other intangible assets, net		107,166			113,463
Asbestos-related insurance recovery receivable		116,791			120,489
Other assets		149,246			143,848
Deferred tax assets		48,050			49,707

TOTAL ASSETS	$	2,659,567		$	2,740,272



LIABILITIES, TEMPORARY EQUITY AND EQUITY
Current Liabilities:
Current installments on long-term debt	$	16,398		$	12,513
Accounts payable		278,066			282,403
Accrued expenses		258,239			304,312
Billings in excess of costs and estimated earnings on uncompleted contracts		539,729			569,652
Income taxes payable		45,484			39,078

Total current liabilities		1,137,916			1,207,958

Long-term debt		102,475			113,719
Deferred tax liabilities		41,706			39,714
Pension, postretirement and other employee benefits		105,974			111,221
Asbestos-related liability		241,923			257,180
Other long-term liabilities		146,194			210,651
Commitments and contingencies

TOTAL LIABILITIES		1,776,188			1,940,443

Temporary Equity:
Non-vested share-based compensation awards subject to redemption		14,675			15,664

TOTAL TEMPORARY EQUITY		14,675			15,664

Equity:
Registered shares:
CHF 3.00 par value; authorized: 158,877,141 shares and 157,863,694 shares; conditionally authorized: 57,154,965 shares and 58,168,412 shares; issued: 106,656,347 shares and 105,642,900 shares; outstanding: 100,064,647 shares and 99,051,200 shares.		263,369			259,937
Paid-in capital		201,443			216,450
Retained earnings		1,035,821			933,160
Accumulated other comprehensive loss		(507,515	)		(509,317	)
Treasury shares (outstanding: 6,591,700 shares and 6,591,700 shares)		(150,131	)		(150,131	)

TOTAL FOSTER WHEELER AG SHAREHOLDERS' EQUITY		842,987			750,099

Noncontrolling interests		25,717			34,066

TOTAL EQUITY		868,704			784,165

TOTAL LIABILITIES, TEMPORARY EQUITY AND EQUITY	$	2,659,567		$	2,740,272

FOSTER WHEELER AG AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(in thousands of dollars)

(unaudited)

	Registered Shares		Paid-in Capital			Retained Earnings		Accumulated Other Comprehensive Loss			Treasury Shares			Total Foster Wheeler AG Shareholders' Equity			Noncontrolling Interests			Total Equity

Six Months Ended June 30, 2013
Balance at December 31, 2012	$	269,633	$	266,943		$	835,993	$	(567,603	)	$	(90,976	)	$	713,990		$	43,403		$	757,393
Net income		—		—			83,725		—			—			83,725			4,290			88,015
Other comprehensive loss, net of tax		—		—			—		(9,853	)		—			(9,853	)		(1,150	)		(11,003	)
Issuance of registered shares upon exercise of stock options		281		1,610			—		—			—			1,891			—			1,891
Issuance of registered shares upon vesting of restricted awards		615		(615	)		—		—			—			—			—			—
Distributions to noncontrolling interests		—		—			—		—			—			—			(10,514	)		(10,514	)
Share-based compensation expense		—		7,412			—		—			—			7,412			—			7,412
Excess tax shortfall related to share-based compensation		—		(88	)		—		—			—			(88	)		—			(88	)
Repurchase of registered shares		—		—			—		—			(150,131	)		(150,131	)		—			(150,131	)

Balance at June 30, 2013	$	270,529	$	275,262		$	919,718	$	(577,456	)	$	(241,107	)	$	646,946		$	36,029		$	682,975



Six Months Ended June 30, 2014
Balance at December 31, 2013	$	259,937	$	216,450		$	933,160	$	(509,317	)	$	(150,131	)	$	750,099		$	34,066		$	784,165
Net income/(loss)		—		—			102,661		—			—			102,661			(1,147	)		101,514
Other comprehensive income/(loss), net of tax		—		—			—		1,802			—			1,802			(536	)		1,266
Issuance of registered shares upon exercise of stock options		2,287		15,275			—		—			—			17,562			—			17,562
Issuance of registered shares upon vesting of restricted awards		1,145		(1,145	)		—		—			—			—			—			—
Distributions to noncontrolling interests		—		—			—		—			—			—			(6,666	)		(6,666	)
Share-based compensation expense		—		10,553			—		—			—			10,553			—			10,553
Excess tax benefit related to share-based compensation		—		203			—		—			—			203			—			203
Return of capital distribution		—		(39,893	)		—		—			—			(39,893	)		—			(39,893	)

Balance at June 30, 2014	$	263,369	$	201,443		$	1,035,821	$	(507,515	)	$	(150,131	)	$	842,987		$	25,717		$	868,704

FOSTER WHEELER AG AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

(in thousands of dollars)

(unaudited)

	Six Months Ended June 30,

	2014			2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	101,514		$	88,015
Adjustments to reconcile net income to cash flows from operating activities:
Depreciation and amortization		29,138			28,796
Reversal of previously accrued unrecognized tax benefits		(22,339	)		—
Net non-cash asbestos-related provision		4,000			4,000
Share-based compensation expense		9,564			9,481
Excess tax (benefit)/shortfall related to share-based compensation		(203	)		88
Deferred income tax provision		10,880			764
Dividends, net of equity in earnings of unconsolidated affiliates		9,911			35,437
Other noncash items, net		(232	)		106
Changes in assets and liabilities, net of effects from acquisitions:
Increase in receivables		(30,144	)		(18,265	)
Net change in contracts in process and billings in excess of costs and estimated earnings on uncompleted contracts		(36,175	)		(8,344	)
Decrease in accounts payable and accrued expenses		(75,576	)		(13,405	)
Net change in other current assets and liabilities		5,764			(34,987	)
Net change in other long-term assets and liabilities		(37,189	)		(25,189	)

Net cash (used in)/provided by operating activities—continuing operations		(31,087	)		66,497

Net cash used in operating activities—discontinued operations		—			(441	)

Net cash (used in)/provided by operating activities		(31,087	)		66,056

CASH FLOWS FROM INVESTING ACTIVITIES
Payments related to acquisition of businesses, net of cash acquired		(2,000	)		(50,800	)
Change in restricted cash		45,640			12,407
Capital expenditures		(13,014	)		(17,534	)
Other investing activities		284			353

Net cash provided by/(used in) investing activities—continuing operations		30,910			(55,574	)

Net cash provided by investing activities—discontinued operations		—			441

Net cash provided by/(used in) investing activities		30,910			(55,133	)

CASH FLOWS FROM FINANCING ACTIVITIES
Repurchase of shares		—			(150,131	)
Return of capital distribution		(39,893	)		—
Distributions to noncontrolling interests		(6,666	)		(10,514	)
Proceeds from stock options exercised		17,562			1,891
Excess tax benefit/(shortfall) related to share-based compensation		203			(88	)
Repayment of debt and capital lease obligations		(6,785	)		(8,010	)

Net cash used in financing activities		(35,579	)		(166,852	)

Effect of exchange rate changes on cash and cash equivalents		(1,897	)		(11,655	)

Decrease in cash and cash equivalents		(37,653	)		(167,584	)

Less: Increase/(decrease) in cash and cash equivalents—discontinued operations		—			—

Decrease in cash and cash equivalents—continuing operations		(37,653	)		(167,584	)

Cash and cash equivalents at beginning of year		556,190			582,322

CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	518,537		$	414,738

FOSTER WHEELER AG AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(unaudited)

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

Please see Note 12 for further information related to changes in final estimated contract profit and the impact on business segment results.

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 $16,000 and $4,500 as of June 30, 2014 and December 31, 2013, respectively, of which substantially all costs had been incurred as of June 30, 2014 and December 31, 2013.

recorded a provision for the outstanding retention receivable balances as of June 30, 2014 or December 31, 2013.

As of June 30, 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.

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:

	June 30, 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	$	—	$	3,364	$	—	$	—	$	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	$	—	$	2,909	$	—	$	—	$	2,405	$	—
Interest rate swap contracts		—		8,369		—		—		7,866		—

Total liabilities measured at fair value on a recurring basis	$	—	$	11,278	$	—	$	—	$	10,271	$	—

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

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

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:

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 revise certain transfer restrictions and certain voting limitations with respect to the FW shares. Our shareholders approved these amendments to our articles of association at our Extraordinary General Meeting of Shareholders on July 10, 2014.

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 and our Current Report on Form 8-K filed with the Securities and Exchange Commission on May 28, 2014.

This distribution was not linked to, and not conditional on, the closing of the Offer. The covenants of our senior unsecured credit agreement did not limit our ability to pay this dividend.

that limits the requirement to report discontinued operations to disposals of components of an entity that represent strategic shifts that have or will have a major effect on an entity's operations and financial results. The amendments also require expanded disclosures concerning discontinued operations, disclosures of certain financial results attributable to a disposal of a significant component of an entity that does not qualify for discontinued operations reporting and expanded disclosures for long-lived assets classified as held for sale or disposed of. The new standard is effective for annual financial statements with fiscal years beginning on or after December 15, 2014. Early adoption is permitted, but only for disposals or assets classified as held for sale that have not been reported in financial statements previously issued or available for issuance. We do not expect our adoption of this new standard to have a material impact on our consolidated financial statements and notes.

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 Engineering shareholders have approved the MDM Transaction, which is subject to 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.

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.

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

Our projects in Italy recognized a net equity loss of $350 and equity earnings of $3,507 in the second quarter of 2014 and 2013, respectively, and recognized equity earnings of $810 and $3,384 in the

first six months of 2014 and 2013, respectively. During the quarter and six months ended June 30, 2014, our equity earnings from our projects in Italy were unfavorably impacted by a provision for a tariff related to the net power supplied to the electrical grid at our waste-to-energy project. The impact of this provision decreased our equity earnings by $1,300, of which $1,100 related to the impact of the tariff for years prior to 2014. Our waste-to-energy project experienced equity earnings decreases in the quarter and six months ended June 30, 2014, compared to the corresponding periods in 2013, of $2,000 and $100, respectively. Additionally, our equity earnings were unfavorably impacted in the quarter and six months ended June 30, 2014, compared to the corresponding periods in 2013, due to the expiration of a royalty agreement at our project that generates earnings from royalty payments linked to the price of natural gas. This project experienced decreased equity earnings in the quarter and six months ended June 30, 2014, compared to the corresponding periods in 2013, of $800 and $1,300, respectively.

Our equity earnings from our project in Chile were $6,228 and $12,827 in the second quarter of 2014 and 2013, respectively, and were $8,988 and $17,054 in the first six months of 2014 and 2013, respectively. The decrease in equity earnings in the six months ended June 30, 2014, compared to the same period in 2013, was primarily driven by the inclusion of two items recognized in the quarter and six months ended June 30, 2013: a $3,200 increase in our share of the project's 2012 earnings recognized as a result of a revised earnings allocation for 2012 that was approved in connection with the approval by the project's governing board of the 2012 earnings distribution in the second quarter of 2013, and a $3,000 increase from the reversal of an insurance-related contingency during the second quarter of 2013.

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

We are the majority equity partner and general partner of a gas-fired cogeneration project in Martinez, California, which we have determined to be a VIE as of June 30, 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.

Our Global Power Group's goodwill in North America increased for the SESS business acquisition described in Note 2. All other changes in each of the regions during the three months ended June 30, 2014 were the result of the impact of foreign currency translation adjustments.

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

As of June 30, 2014, the net carrying amounts of our identifiable intangible assets were $44,435 for our Global Power Group and $62,731 for our Global E&C Group. Amortization expense related to identifiable intangible assets is recorded within cost of operating revenues on the consolidated statement of operations. Amortization expense related to assets other than identifiable intangible assets was not material in the six months ended June 30, 2014 and 2013.

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

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 six months ended June 30, 2014 and 2013.

We had approximately $311,500 and $253,900 of letters of credit outstanding under our senior credit agreement as of June 30, 2014 and December 31, 2013, respectively. The letter of credit fees under our senior credit agreement as of June 30, 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 June 30, 2014 and December 31, 2013.

We did not make any discretionary contributions during the first six 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.

which provides coverage for an employee's beneficiary upon the death of the employee. This plan has been closed to new entrants since 1988.

	Defined Benefit Pension Plans												Other Postretirement Benefit Plans

	Quarter Ended June 30,						Six Months Ended June 30,						Quarter Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013			2014			2013			2014			2013
Net periodic benefit (credit)/cost:
Service cost	$	203		$	292		$	501		$	592		$	1		$	10		$	13		$	28
Interest cost		14,030			12,710			28,050			25,539			552			552			1,140			1,411
Expected return on plan assets		(18,893	)		(16,097	)		(37,020	)		(32,388	)		—			—			—			—
Amortization of net actuarial loss/(gain)		4,367			4,683			8,511			9,157			(30	)		250			(59	)		440
Amortization of prior service credit		(582	)		(386	)		(1,153	)		(776	)		(874	)		(874	)		(1,748	)		(1,748	)
Amortization of transition obligation		4			14			9			28			—			—			—			—

Net periodic benefit (credit)/cost	$	(871	)	$	1,216		$	(1,102	)	$	2,152		$	(351	)	$	(62	)	$	(654	)	$	131

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.

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 June 30, 2014 and December 31, 2013, the carrying amounts of our environmental liabilities were $6,500 and $6,800, respectively.

We are contingently liable under standby letters of credit, bank guarantees and surety bonds, totaling $977,800 and $960,500 as of June 30, 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.

balance sheet. The fair values of derivative financial instruments held by our consolidated entities were as follows:

We operate on a worldwide basis with operations that subject us to foreign currency exchange rate risk mainly relative to the British pound, Chinese yuan, Euro and U.S. dollar as of June 30, 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 June 30, 2014, we had a total gross notional amount, measured in U.S. dollar equivalent, of approximately $556,600 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.

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

During the six months ended June 30, 2014 and 2013, we included net cash inflows/(outflows) on the settlement of derivatives of $376 and $2,558, 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 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:

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

As of June 30, 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 $18,508, $12,650 and $1,417, respectively. Those amounts are expected to be recognized as expense over a weighted-average period of approximately two years.

We did not grant any stock options during the six months ended June 30, 2014 or 2013.

Our share-based compensation plan includes a "change in control" provision, which provides for possible cash redemption of equity awards issued thereunder in certain limited circumstances. In accordance with Securities and Exchange Commission Accounting Series Release No. 268, "Presentation in Financial Statements of Redeemable Preferred Stocks," we present the redemption amount of these equity awards as temporary equity on the consolidated balance sheet as the equity award is amortized during the vesting period. The redemption amount represents the intrinsic value of the equity award on the grant date. In accordance with current accounting guidance regarding the classification and measurement of redeemable securities, we do not adjust the redemption amount each reporting period unless and until it becomes probable that the equity awards will become redeemable (upon a change in control event). Upon vesting of the equity awards, we reclassify the intrinsic value of the equity awards, as determined on the grant date, to permanent equity.

Reconciliations of temporary equity for the six months ended June 30, 2014 and 2013 were as follows:

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 June 30, 2014, our remaining available conditional capital was 57,154,965 shares.

	Quarter Ended June 30,						Six Months Ended June 30,

	2014			2013			2014			2013
Foreign currency translation	$	3,554		$	(5,301	)	$	266		$	(19,714	)
Tax impact		16			—			9			—

Foreign currency translation, net of tax		3,570			(5,301	)		275			(19,714	)
Less: Attributable to noncontrolling interests		26			(365	)		(544	)		(1,154	)

Attributable to Foster Wheeler AG	$	3,544		$	(4,936	)	$	819		$	(18,560	)



Cash flow hedges*	$	704		$	3,275		$	(644	)	$	3,592
Tax impact		(225	)		(1,085	)		248			(1,165	)

Attributable to Foster Wheeler AG	$	479		$	2,190		$	(396	)	$	2,427



Pension and other postretirement benefits	$	2,885		$	3,687		$	1,580		$	7,101
Tax impact		(349	)		(462	)		(193	)		(817	)

Pension and other postretirement benefits, net of tax	$	2,536		$	3,225		$	1,387		$	6,284
Less: Attributable to noncontrolling interests		4			2			8			4

Attributable to Foster Wheeler AG	$	2,532		$	3,223		$	1,379		$	6,280



Other comprehensive income/(loss) attributable to Foster Wheeler AG	$	6,555		$	477		$	1,802		$	(9,853	)

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.

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):

Our effective tax rate for the first six months of 2014 was lower than the U.S. statutory rate of 35% primarily because of the net impact of the following:

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

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 certain U.S. and non-U.S. jurisdictions. 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. During the quarter and six months ended June 30, 2014, we settled audits with non-U.S. tax authorities which resulted in the release of previously recorded liabilities for unrecognized tax benefits. These releases resulted in reductions to our tax provision, interest expense and penalties on our consolidated statement of operations of $10,800, $3,400, and $8,100, respectively. Other than these releases for audit settlements, 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.

We operate through two business segments, or groups: our Global E&C Group and our Global Power Group.

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.

	Quarter Ended June 30,				Six Months Ended June 30,

	2014		2013		2014		2013
Operating Revenues (Third-Party) by Industry:
Power generation	$	213,640	$	186,991	$	396,495	$	369,455
Oil refining		255,568		359,894		458,602		683,632
Pharmaceutical		22,190		40,552		42,689		78,398
Oil and gas		118,675		86,223		222,449		171,481
Chemical/petrochemical		166,902		134,368		319,246		236,547
Power plant design, operation and maintenance		55,691		38,882		110,330		83,509
Environmental		2,250		1,621		3,920		2,845
Other, net of eliminations		16,851		14,876		31,735		27,684

Total	$	851,767	$	863,407	$	1,585,466	$	1,653,551



Operating Revenues (Third-Party) by Business Segment:
Global E&C Group	$	645,473	$	662,719	$	1,198,734	$	1,250,693
Global Power Group		206,294		200,688		386,732		402,858

Total	$	851,767	$	863,407	$	1,585,466	$	1,653,551



Operating Revenues (Third-Party) by Geographic Region:
Africa	$	14,315	$	20,735	$	27,484	$	39,647
Asia Pacific		224,730		211,262		446,557		404,275
Europe		201,336		215,647		345,782		403,836
Middle East		148,461		79,879		262,858		144,802
North America		185,900		282,419		371,860		524,013
South America		77,025		53,465		130,925		136,978

Total	$	851,767	$	863,407	$	1,585,466	$	1,653,551

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

	Quarter Ended June 30,						Six Months Ended June 30,

	2014			2013			2014			2013
EBITDA:
Global E&C Group	$	56,409		$	62,133		$	96,463		$	97,321
Global Power Group		64,094			45,584			92,820			70,271
C&F Group⁽¹⁾		(15,577	)		(8,712	)		(39,595	)		(28,509	)
Discontinued operations		—			2,383			—			2,424

Total EBITDA		104,926			101,388			149,688			141,507
Less: Discontinued operations		—			2,383			—			2,424

EBITDA from continuing operations		104,926			99,005			149,688			139,083

Add: Net income/(loss) attributable to noncontrolling interests		980			1,011			(1,147	)		4,290
Less: Interest expense⁽²⁾		(1,846	)		3,916			1,816			6,588
Less: Depreciation and amortization		14,823			13,454			29,138			28,796

Income from continuing operations before income taxes		92,929			82,646			117,587			107,989
Less: Provision for income taxes		6,355			13,319			16,073			18,479

Income from continuing operations		86,574			69,327			101,514			89,510
Income/(loss) from discontinued operations⁽³⁾		—			2,383			—			(1,495	)

Net income		86,574			71,710			101,514			88,015
Less: Net income/(loss) attributable to noncontrolling interests		980			1,011			(1,147	)		4,290

Net income attributable to Foster Wheeler AG	$	85,594		$	70,699		$	102,661		$	83,725

	Quarter Ended June 30,					Six Months Ended June 30,

	2014		2013			2014		2013
Net increase in contract profit from the regular revaluation of final estimated contract profit revisions:⁽¹⁾
Global E&C Group	$	6,100	$	5,400		$	7,900	$	22,000
Global Power Group		4,200		11,100			18,100		19,500

Total	$	10,300	$	16,500		$	26,000	$	41,500

License settlement in our Global Power Group⁽²⁾	$	32,500	$	—		$	32,500	$	—
Litigation settlement in our E&C Group⁽³⁾		3,000		—			3,000		—
Reversal of previously accrued penalties on unrecognized tax benefits in our C&F Group⁽⁴⁾		8,100		—			8,100		—
Net asbestos-related provision/(gain) in our C&F Group⁽⁵⁾	$	1,200	$	(13,800	)	$	3,200	$	(11,800	)
Charges for severance-related postemployment benefits:
Global E&C Group	$	1,100	$	1,700		$	2,000	$	2,900
Global Power Group		—		700			100		1,100
C&F Group		—		—			—		400

Total	$	1,100	$	2,400		$	2,100	$	4,400

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 had the following U.S. asbestos-related assets and liabilities recorded on our consolidated balance sheet as of the dates set forth below. Total U.S. asbestos-related liabilities are estimated through the second quarter of 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.

We have worked with Analysis, Research & Planning Corporation, or ARPC, nationally recognized consultants in the U.S. with respect to projecting asbestos liabilities, to estimate the amount of

asbestos-related indemnity and defense costs at each year-end based on a forecast for the next 15 years. Each year we have recorded our estimated asbestos liability at a level consistent with ARPC's reasonable best estimate. Our estimated asbestos liability decreased during the first six months of 2014 as a result of indemnity and defense cost payments totaling approximately $29,100, partially offset by the impact of an increase in the liability related to our rolling 15-year asbestos-related liability estimate of approximately $4,000. 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 second 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 second 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 second 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 second quarter of 2029.

Through June 30, 2014, total cumulative indemnity costs paid, prior to insurance recoveries, were approximately $845,100 and total cumulative defense costs paid were approximately $419,600, or approximately 33% of total defense and indemnity costs. The overall historic average combined indemnity and defense cost per resolved claim through June 30, 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.

Asbestos-related assets under executed settlement agreements with insurers due in the next 12 months are recorded within accounts and notes receivable-other and amounts due beyond 12 months are recorded within asbestos-related insurance recovery receivable. Asbestos-related insurance recovery receivable also includes our best estimate of actual and probable insurance recoveries relating to our liability for pending and estimated future asbestos claims through the second quarter of 2029. Our asbestos-related assets have not been discounted for the time value of money.

significant portion of claims and defense costs relating to asbestos litigation. As of June 30, 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 six months ended June 30, 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.

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

The provision for revaluation in each period was the result of the accrual of our rolling 15-year asbestos liability estimate.

We expect to have net cash outflows of $31,500 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.

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.

Some of our subsidiaries in the U.K. have also received claims alleging personal injury arising from exposure to asbestos. To date, 1,067 claims have been brought against our U.K. subsidiaries, of which 279 remained open as of June 30, 2014. None of the settled claims have resulted in material costs to us.

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 $52,100, with a corresponding increase in the asbestos-related asset.

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 statement of claim from the erection contractor was delivered to the panel on October 24, 2012. 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's statement of claim sought approximately $240,000 in damages, exclusive of interest, from our client. Of this amount, the statement of claim asserted that approximately $150,000 was related to the steam generation equipment, and alleged failures on our part in connection with our performance under our steam generation equipment supply contract; those damages were claimed jointly against us and our client. The claims against us by the erection contractor alleged 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 denied the erection contractor's claims against us and asserted 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 asserted 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 joined in the erection contractor's claims against us for delay-related damages and asserted cross claims against us seeking over $5,000 in non-delay related damages. In its pleading, our client asserted counter and cross claims for breach of contract and gross negligence against the

erection contractor and the turbine contractor. Our client also asserted 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 denied our client's and the turbine contractor's cross claims against us.

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. 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.

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 bankruptcy court on November 21, 2013. The plan of reorganization contemplated, and any funding from the debtor-in-possession financing was conditioned upon, the achievement of various milestones by specified dates. One of the milestones was 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.

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 was 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. 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.

On May 12, 2014, the parties exchanged further submissions in support of their respective affirmative claims in the arbitration. The erection contractor contends in its submission that it incurred substantial delays and cost overruns due to performance failures on the part of our client and us. The erection contractor is seeking an equitable extension of the project schedule, plus $222,000 in damages, plus attorneys' and expert fees and the cost of the arbitration. Of this amount, $63,000 is for claims solely against our client. The remaining $159,000 purportedly relates to our alleged failures and is being claimed jointly against our client and us. The turbine contractor's submission largely reiterates the erection contractor's allegations related to our and our client's performance failures. The turbine contractor's claims against our client total approximately $88,000. The turbine contractor also seeks a declaration that it did not cause any delay to the critical path of the construction and commissioning schedule and that it is not liable for any delay liquidated damages to our client. The turbine contractor's claims against us total approximately $5,300. Our client's submission asserts claims for delay liquidated damages as well as defective equipment damages against the turbine contractor and the erection contractor, jointly and severally, totaling in excess of $400,000. Of this amount, $318,000 relates to delay liquidated damages, which includes $242,000 in liquidated damages accruing since our client's grant of Substantial Completion on December 15, 2011, because the turbine and erection contractors did not complete certain outstanding requirements and because the turbine contractor allegedly concealed unresolved deficiencies in the equipment it supplied. Our submission seeks $37,000 in damages from the turbine and erection contractors. Of this amount, $14,400 relates to our existing project claims and $22,600 relates to our claims for the rehabilitation work that we are performing for our client under the settlement agreement.

We intend to vigorously defend the claims against us in the arbitration and pursue in the arbitration our claims against the turbine and erection contractors for the $14,800 in project claims and for the $22,600 cost of the new work.

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

In November 2012, we commenced arbitration in India against our client seeking collection of unpaid receivables in excess of £52,000 (approximately $88,600 based on the exchange rate in effect as of June 30, 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 $93,700 based on the exchange rate in effect as of June 30, 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 $1,056,800 based on the exchange rate in effect as of June 30, 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 $1,056,800 based on the exchange rate in effect as of June 30, 2014) cited above, is seeking damages for lost profits in the amount of £555,000 (approximately $946,000 based on the exchange rate in effect as of June 30, 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 $19,600 based on the exchange rate in effect as of June 30, 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 $49,100 based on the exchange rate in effect as of June 30, 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 was 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 $36,800 based on the exchange rate in effect as of June 30, 2014). An initial session of that hearing took place in January 2014 and on March 25, 2014 the panel

issued a declaratory award in our favor on the contractual interpretation pertaining to two of our claims for unpaid receivables. The remaining unpaid receivable claims and our client's counterclaim for a deductive change order were heard by the panel at sessions in May, June and July 2014, and an award on these claims is pending. On June 30, 2014, our client filed a petition in Delhi High Court challenging both the jurisdiction of the panel and the legality, propriety and validity of the March 25, 2014 declaratory award. Along with the petition, our client also filed an application seeking to stay the ongoing arbitration proceedings pending the outcome of the challenge. The stay application is set to be heard on August 21, 2014. In the interim, the arbitration proceedings continue and the hearing on the remaining claims and counterclaims, including our client's counterclaim for lost profits, is scheduled for the first quarter of 2015. We cannot predict the ultimate outcome of this matter at this time.

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.

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. During the second quarter of 2014, FWEC received a USEPA invoice under the foregoing agreement for payment of $99 of response costs USEPA claims it incurred from March 2013 to February 2014. 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.

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.

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. A stipulation has been entered into in the Texas state court actions consolidating the cases and permitting plaintiffs to serve a consolidated complaint following the issuance of the Company's Schedule 14D-9 Recommendation Statement with the U.S. Securities and Exchange Commission regarding the Implementation Agreement. A similar stipulation has been entered into in the two actions pending before the U.S. District Court for the District of New Jersey. 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.

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.

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 $6,918 and $13,062 during the quarter and six months ended June 30, 2013.

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Foster Wheeler AG and its subsidiaries at December 31, 2013 and December 31, 2012, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2013 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the Company's financial statement schedule presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

Foster Wheeler AG and Subsidiaries

Consolidated statement of operations

(in thousands of dollars, except per share amounts)

	2013			2012			2011

Operating revenues	$	3,306,450		$	3,391,394		$	4,458,108
Cost of operating revenues		2,747,401			2,801,351			3,918,440

Contract profit		559,049			590,043			539,668
Selling, general and administrative expenses		357,682			334,075			309,380
Other income, net		(23,424	)		(37,490	)		(51,457	)
Other deductions, net		34,615			34,601			43,968
Interest income		(6,272	)		(10,801	)		(18,913	)
Interest expense		13,227			13,797			12,876
Net asbestos-related provision		30,213			30,505			9,901

Income from continuing operations before income taxes		153,008			225,356			233,913
Provision for income taxes		52,166			62,267			58,514

Income from continuing operations		100,842			163,089			175,399

Discontinued operations:
Income/(loss) from discontinued operations before income taxes		265			(13,193	)		1,329
Provision for income taxes from discontinued operations		—			—			—

Income/(loss) from discontinued operations		265			(13,193	)		1,329

Net income		101,107			149,896			176,728

Less: Net income attributable to noncontrolling interests		3,940			13,874			14,345

Net income attributable to Foster Wheeler AG	$	97,167		$	136,022		$	162,383



Amounts attributable to Foster Wheeler AG:
Income from continuing operations	$	96,902		$	149,215		$	161,054
Income/(loss) from discontinued operations		265			(13,193	)		1,329

Net income attributable to Foster Wheeler AG	$	97,167		$	136,022		$	162,383



Basic earnings per share attributable to Foster Wheeler AG:
Income from continuing operations (see Note 1)	$	0.97		$	1.39		$	1.34
Income/(loss) from discontinued operations		—			(0.12	)		0.01

Net income attributable to Foster Wheeler AG	$	0.97		$	1.27		$	1.35



Diluted earnings per share attributable to Foster Wheeler AG:
Income from continuing operations (see Note 1)	$	0.96		$	1.39		$	1.34
Income/(loss) from discontinued operations		—			(0.12	)		0.01

Net income attributable to Foster Wheeler AG	$	0.96		$	1.27		$	1.35

Foster Wheeler AG and Subsidiaries

Consolidated statement of comprehensive income

(in thousands of dollars)

	2013			2012			2011

Net income	$	101,107		$	149,896		$	176,728
Other comprehensive income/(loss), net of tax:
Foreign currency translation adjustments:
Foreign currency translation adjustments		(5,851	)		8,044			(24,489	)
Tax impact		(8	)		(384	)		—

Foreign currency translation adjustments, net of tax		(5,859	)		7,660			(24,489	)

Cash flow hedges adjustments, net of tax:
Unrealized gain/(loss)		687			(6,153	)		(7,404	)
Tax impact		(261	)		2,309			2,531

Unrealized gain/(loss), net of tax		426			(3,844	)		(4,873	)

Reclassification for losses included in net income		4,546			3,862			4,240
Tax impact		(1,405	)		(1,395	)		(1,069	)

Reclassification for losses included in net income, net of tax		3,141			2,467			3,171

Total cash flow hedges adjustments, net of tax		3,567			(1,377	)		(1,702	)

Pension and other postretirement benefits adjustments, net of tax:
Net actuarial gain/(loss)		28,338			(66,477	)		(93,645	)
Tax impact		(1,662	)		12,320			8,395

Net actuarial gain/(loss), net of tax		26,676			(54,157	)		(85,250	)

Prior service credit/(cost)		17,428			(25	)		48,056
Tax impact		—			—			(12,494	)

Prior service credit/(cost), net of tax		17,428			(25	)		35,562

Amortization included in net periodic pension cost (see Note 6 for further information):
Net actuarial loss		18,921			17,308			13,626
Tax impact		1,628			(2,430	)		(1,963	)

Net actuarial loss, net of tax		20,549			14,878			11,663

Prior service credit		(5,106	)		(5,075	)		(4,480	)
Tax impact		311			401			243

Prior service credit, net of tax		(4,795	)		(4,674	)		(4,237	)

Transition obligation		56			52			46
Tax impact		(13	)		13			15

Transition obligation, net of tax		43			65			61

Total pension and other postretirement benefits adjustments, net of tax		59,901			(43,913	)		(42,201	)

Other comprehensive income/(loss), net of tax		57,609			(37,630	)		(68,392	)

Comprehensive income		158,716			112,266			108,336
Less: Comprehensive income attributable to noncontrolling interests		3,263			13,779			11,517

Comprehensive income attributable to Foster Wheeler AG	$	155,453		$	98,487		$	96,819

Foster Wheeler AG and Subsidiaries

Consolidated balance sheet

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

	December 31, 2013			December 31, 2012

ASSETS
Current Assets:
Cash and cash equivalents	$	556,190		$	582,322
Accounts and notes receivable, net:
Trade		671,770			609,213
Other		57,262			86,981
Contracts in process		197,232			228,979
Prepaid, deferred and refundable income taxes		62,856			57,404
Other current assets		38,431			47,138
Current assets of discontinued operations		—			1,505

Total current assets		1,583,741			1,613,542

Land, buildings and equipment, net		279,981			285,402
Restricted cash		82,867			62,189
Notes and accounts receivable—long-term		15,060			14,119
Investments in and advances to unconsolidated affiliates		181,315			205,476
Goodwill		169,801			133,518
Other intangible assets, net		113,463			105,100
Asbestos-related insurance recovery receivable		120,489			132,438
Long-term assets of discontinued operations		—			49,579
Other assets		143,848			90,509
Deferred tax assets		49,707			42,052

TOTAL ASSETS	$	2,740,272		$	2,733,924



LIABILITIES, TEMPORARY EQUITY AND EQUITY
Current Liabilities:
Current installments on long-term debt	$	12,513		$	13,672
Accounts payable		282,403			298,411
Accrued expenses		304,312			231,602
Billings in excess of costs and estimated earnings on uncompleted contracts		569,652			564,356
Income taxes payable		39,078			64,992
Liabilities of discontinued operations		—			3,154

Total current liabilities		1,207,958			1,176,187

Long-term debt		113,719			124,034
Deferred tax liabilities		39,714			40,889
Pension, postretirement and other employee benefits		111,221			177,345
Asbestos-related liability		257,180			259,350
Other long-term liabilities		210,651			190,132
Commitments and contingencies

TOTAL LIABILITIES		1,940,443			1,967,937

Temporary Equity:
Non-vested share-based compensation awards subject to redemption		15,664			8,594

TOTAL TEMPORARY EQUITY		15,664			8,594

Equity:
Registered shares:
CHF 3.00 par value; authorized: 157,863,694 shares and 171,018,974 shares; conditionally authorized: 58,168,412 shares and 59,369,723 shares; issued: 105,642,900 shares and 108,701,018 shares; outstanding: 99,051,200 shares and 104,441,589 shares.		259,937			269,633
Paid-in capital		216,450			266,943
Retained earnings		933,160			835,993
Accumulated other comprehensive loss		(509,317	)		(567,603	)
Treasury shares (outstanding: 6,591,700 shares and 4,259,429 shares)		(150,131	)		(90,976	)

TOTAL FOSTER WHEELER AG SHAREHOLDERS' EQUITY		750,099			713,990

Noncontrolling interests		34,066			43,403

TOTAL EQUITY		784,165			757,393

TOTAL LIABILITIES, TEMPORARY EQUITY AND EQUITY	$	2,740,272		$	2,733,924

Foster Wheeler AG and Subsidiaries

Consolidated statement of changes in equity

(in thousands of dollars, except share data)

																					Total Foster Wheeler AG Shareholders' Equity

	Shares														Accumulated Other Comprehensive Loss
	Shares						Registered Shares Value			Paid-in Capital			Retained Earnings					Treasury Shares Value						Non- controlling Interests			Total Equity
	Registered			Treasury			Registered Shares Value			Paid-in Capital			Retained Earnings					Treasury Shares Value						Non- controlling Interests			Total Equity
Balance at December 31, 2010		128,948,622			4,312,710		$	334,052		$	659,739		$	537,588	$	(464,504	)	$	(99,182	)	$	967,693		$	47,656		$	1,015,349
Net income		—			—			—			—			162,383		—			—			162,383			14,345			176,728
Other comprehensive loss, net of tax		—			—			—			—			—		(65,564	)		—			(65,564	)		(2,828	)		(68,392	)
Issuance of registered shares upon exercise of stock options		414,361			—			1,334			9,557			—		—			—			10,891			—			10,891
Issuance of registered shares upon vesting of restricted awards		479,150			—			1,570			(1,570	)		—		—			—			—			—			—
Distributions to noncontrolling interests		—			—			—			—			—		—			—			—			(11,373	)		(11,373	)
Capital contribution from noncontrolling interests		—			—			—			—			—		—			—			—			125			125
Share-based compensation expense		—			—			—			21,791			—		—			—			21,791			—			21,791
Excess tax shortfall related to share-based compensation		—			—			—			(57	)		—		—			—			(57	)		—			(57	)
Repurchase of registered shares		—			17,240,420			—			—			—		—			(409,390	)		(409,390	)		—			(409,390	)
Retirement of registered shares		(4,312,710	)		(4,312,710	)		(15,775	)		(83,407	)		—		—			99,182			—			—			—

Balance at December 31, 2011		125,529,423			17,240,420		$	321,181		$	606,053		$	699,971	$	(530,068	)	$	(409,390	)	$	687,747		$	47,925		$	735,672

Net income		—			—			—			—			136,022		—			—			136,022			13,874			149,896
Other comprehensive loss, net of tax		—			—			—			—			—		(37,535	)		—			(37,535	)		(95	)		(37,630	)
Issuance of registered shares upon exercise of stock options		48,623			—			158			649			—		—			—			807			—			807
Issuance of registered shares upon vesting of restricted awards		363,392			—			1,179			(1,179	)		—		—			—			—			—			—
Distributions to noncontrolling interests		—			—			—			—			—		—			—			—			(18,301	)		(18,301	)
Share-based compensation expense		—			—			—			18,023			—		—			—			18,023			—			18,023
Excess tax shortfall related to share-based compensation		—			—			—			(98	)		—		—			—			(98	)		—			(98	)
Repurchase of registered shares		—			4,259,429			—			—			—		—			(90,976	)		(90,976	)		—			(90,976	)
Retirement of registered shares		(17,240,420	)		(17,240,420	)		(52,885	)		(356,505	)		—		—			409,390			—			—			—

Balance at December 31, 2012		108,701,018			4,259,429		$	269,633		$	266,943		$	835,993	$	(567,603	)	$	(90,976	)	$	713,990		$	43,403		$	757,393

Net income		—			—			—			—			97,167		—			—			97,167			3,940			101,107
Other comprehensive income/(loss), net of tax		—			—			—			—			—		58,286			—			58,286			(677	)		57,609
Issuance of registered shares upon exercise of stock options		882,830			—			2,889			16,267			—		—			—			19,156			—			19,156
Issuance of registered shares upon vesting of restricted awards		318,481			—			1,023			(1,023	)		—		—			—			—			—			—
Distributions to noncontrolling interests		—			—			—			—			—		—			—			—			(12,600	)		(12,600	)
Share-based compensation expense		—			—			—			11,783			—		—			—			11,783			—			11,783
Excess tax shortfall related to share-based compensation		—			—			—			(152	)		—		—			—			(152	)		—			(152	)
Repurchase of registered shares		—			6,591,700			—			—			—		—			(150,131	)		(150,131	)		—			(150,131	)
Retirement of registered shares		(4,259,429	)		(4,259,429	)		(13,608	)		(77,368	)		—		—			90,976			—			—			—

Balance at December 31, 2013		105,642,900			6,591,700		$	259,937		$	216,450		$	933,160	$	(509,317	)	$	(150,131	)	$	750,099		$	34,066		$	784,165

Foster Wheeler AG and Subsidiaries

Consolidated statement of cash flows

(in thousands of dollars)

	2013			2012			2011

CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	101,107		$	149,896		$	176,728
Adjustments to reconcile net income to cash flows from operating activities:
Depreciation and amortization		57,574			50,234			44,551
Net non-cash asbestos-related provision		45,957			30,505			9,915
Share-based compensation expense		18,853			21,623			21,849
Shortfall in tax benefit related to share-based compensation		151			98			57
Deferred income tax benefit		(6,752	)		(9,669	)		(16,316	)
Gain on sale of assets		—			(173	)		(974	)
Dividends, net of equity in earnings of unconsolidated affiliates		40,621			3,012			8,017
Other noncash items, net		283			936			—
Changes in assets and liabilities, net of effects from acquisitions and divestiture:
(Increase)/decrease in receivables		(8,962	)		(154,035	)		128,672
Net change in contracts in process and billings in excess of costs and estimated earnings on uncompleted contracts		29,832			(57,247	)		(127,789	)
(Decrease)/increase in accounts payable and accrued expenses		(15,417	)		44,845			9,085
(Decrease)/increase in income taxes payable		(34,032	)		23,082			(5,192	)
Net change in other current assets and liabilities		4,010			385			(3,356	)
Decrease in pension, postretirement and other employee benefits		(22,668	)		(23,850	)		(73,464	)
Net change in asbestos-related assets and liabilities		(18,162	)		(8,993	)		(7,898	)
Net change in other long-term assets and liabilities		10			21,720			20,061

Net cash provided by operating activities—continuing operations		192,405			92,369			183,946

Net cash (used in)/provided by operating activities—discontinued operations		(385	)		932			1,800

Net cash provided by operating activities		192,020			93,301			185,746

CASH FLOWS FROM INVESTING ACTIVITIES
Payments related to acquisition of businesses, net of cash acquired		(52,127	)		(69,675	)		(29,376	)
Proceeds from disposition of business		48,600			—			—
Change in restricted cash		(17,413	)		(18,135	)		(18,707	)
Capital expenditures		(27,725	)		(34,687	)		(26,219	)
Investments in and advances to unconsolidated affiliates		(11,618	)		(2,003	)		—
Return of investment from unconsolidated affiliates		87			6,207			2
Purchase of short-term investments		—			—			(1,546	)
Proceeds from sale of short-term investments		—			1,255			—
Other investing activities		1,176			578			2,157

Net cash used in investing activities—continuing operations		(59,020	)		(116,460	)		(73,689	)

Net cash provided by/(used in) investing activities—discontinued operations		385			(932	)		(1,800	)

Net cash used in investing activities		(58,635	)		(117,392	)		(75,489	)

CASH FLOWS FROM FINANCING ACTIVITIES
Repurchase of shares		(150,131	)		(90,976	)		(409,390	)
Distributions to noncontrolling interests		(12,600	)		(18,301	)		(11,373	)
Proceeds from capital contribution from noncontrolling interests		—			—			138
Proceeds from stock options exercised		19,156			807			11,910
Shortfall in tax benefit related to share-based compensation		(151	)		(98	)		(57	)
Payment of deferred financing costs		—			(3,993	)		—
Repayment of debt and capital lease obligations		(14,856	)		(13,017	)		(12,530	)

Net cash used in financing activities		(158,582	)		(125,578	)		(421,302	)

Effect of exchange rate changes on cash and cash equivalents		(935	)		13,942			(28,069	)

Decrease in cash and cash equivalents		(26,132	)		(135,727	)		(339,114	)
Less: Decrease in cash and cash equivalents—discontinued operations		—			—			—

Decrease in cash and cash equivalents—continuing operations		(26,132	)		(135,727	)		(339,114	)

Cash and cash equivalents at beginning of year		582,322			718,049			1,057,163

CASH AND CASH EQUIVALENTS AT END OF YEAR	$	556,190		$	582,322		$	718,049



Cash paid during the year for:
Interest (net of amount capitalized)	$	10,382		$	10,724		$	12,193



Income taxes	$	98,197		$	62,919		$	82,265

Foster Wheeler AG and Subsidiaries

Notes to consolidated financial statements

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

Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications include the presentation of our Statement of Comprehensive Income as a result of our adoption of "ASU No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income", or ASU No. 2013-02. ASU No. 2013-02 was issued by the Financial Accounting Standards Board in February 2013. The standard requires disclosure of the effects on the line items of net income for significant amounts reclassified out of accumulated other comprehensive income and a cross-reference to other disclosures when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., contracts in process or billings in excess of costs and estimated earnings on uncompleted contracts for pension-related amounts) instead of directly to income or expense. The adoption of this standard did not have an impact on our results of operations, financial position or cash flows.

Reclassifications 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 18 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.

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 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.

The changes in final estimated contract profit revisions for our Global Power Group were increased during 2012 for a favorable settlement with a subcontractor of approximately $6,900. The changes in final estimated contract profit revisions during 2011 included the impact of two out-of-period corrections for reductions of final estimated profit totaling $7,800, which included final estimated profit reductions in our Global Engineering and Construction Group ("Global E&C Group") and our Global Power Group of $3,200 and $4,600, respectively. The corrections were recorded in 2011 as they were not material to previously issued financial statements, nor were they material to the 2011

financial statements. Please see Note 14 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 $4,500 and $8,800 as of December 31, 2013 and 2012, respectively, of which substantially all costs had been incurred as of December 31, 2013 and 2012.

Cash and Cash Equivalents—Cash and cash equivalents include highly liquid short-term investments with original maturities of three months or less at the date of acquisition. We are dependent on cash repatriations from our subsidiaries to cover payments and expenses of our parent holding company in Switzerland, to cover cash needs related to our asbestos-related liability and other overhead expenses in the U.S. and, at our discretion, specific liquidity needs, such as funding acquisitions and our share repurchase program. Cash and cash equivalents of $416,657 and $470,546 were held by our non-U.S. entities as of December 31, 2013 and 2012, respectively. These entities require a portion of these funds to support their liquidity and working capital needs, as well as to comply with required minimum capitalization requirements and, in some cases, contractual restrictions.

Accordingly, a portion of these funds may not be readily available for repatriation to our entities in Switzerland or the U.S.

Trade Accounts Receivable—Trade accounts receivable represent amounts billed to customers. 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. Please see Note 3 for more detailed information regarding our retention receivable balances.

Trade accounts receivable are continually evaluated for collectibility. 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.

Contracts in Process and Billings in Excess of Costs and Estimated Earnings on Uncompleted Contracts —Under long-term contracts, amounts recorded in contracts in process and billings in excess of costs and estimated earnings on uncompleted contracts may not be realized or paid, respectively, within a one-year period. In conformity with relevant industry accounting standards, however, the full amount of contracts in process and billings in excess of costs and estimated earnings on uncompleted contracts is included in current assets and current liabilities, respectively on the consolidated balance sheet.

Inventories—Inventories, principally materials and supplies, are stated at the lower of cost or market, determined primarily on the average-cost method. We had inventories of $11,998 and $18,414 as of December 31, 2013 and 2012, respectively. Such amounts are recorded within other current assets on the consolidated balance sheet.

Land, Buildings and Equipment—Depreciation is computed on a straight-line basis using estimated lives ranging from 10 to 50 years for buildings, from 20 to 35 years for power generation facilities and related equipment and from 3 to 15 years for other equipment. Depreciation expense is allocated to

cost of operating revenues or selling, general and administrative expenses based on the manner in which the underlying assets are deployed. Expenditures for maintenance and repairs are charged to expense as incurred. Renewals and betterments are capitalized. Upon retirement or other disposition of fixed assets, the cost and related accumulated depreciation are removed from the accounts and the resulting gains or losses, if any, are reflected in earnings.

Restricted Cash—The following table details our restricted cash balances held by our entities:

Investments in and Advances to Unconsolidated Affiliates—We use the equity method of accounting for affiliates in which our investment ownership ranges from 20% to 50% unless significant economic or governance considerations indicate that we are unable to exert significant influence in which case the cost method is used. The equity method is also used for affiliates in which our investment ownership is greater than 50% but we do not have a controlling interest. Currently, all of our investments in affiliates in which our investment ownership is 20% or greater and that are not consolidated are recorded using the equity method. Affiliates in which our investment ownership is less than 20% are carried at cost.

As of December 31, 2013 and 2012, we participated in certain entities determined to be VIEs, including a gas-fired cogeneration facility in Martinez, California and a refinery/electric power generation project in Chile. We consolidate the operations of the Martinez project while we record our participation in the project in Chile on the equity method of accounting.

Please see Note 5 for further information regarding our participation in these projects.

Goodwill and Other Intangible Assets—Goodwill arising from business acquisitions is allocated to the appropriate reporting unit on a relative fair value basis at the time of acquisition. Other intangible assets consist principally of patents, trademarks, customer relationships, pipeline, backlog and technology and are amortized over their respective estimated useful lives and reviewed for impairment together with other tangible long-lived assets whenever events or circumstances indicate that an impairment may exist. The estimated remaining useful lives of our other intangible assets as of December 31, 2013 ranged from: patents 3 to 10 years; trademarks 1 to 22 years; customer relationships, pipeline and backlog 2 to 14 years; and technology up to 6 years.

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

We first perform a qualitative assessment to determine whether it is more-likely-than-not that the fair value of the reporting unit is greater than its carrying amount; if so, no further assessments are performed. For reporting units where that is not the case, we perform a goodwill impairment test. The first step of the goodwill impairment test, used to identify potential impairment, compares the fair value of the reporting unit with its carrying amount, including goodwill. If the fair value exceeds the carrying amount, goodwill is not considered impaired. If the carrying amount exceeds the fair value, the second step compares the implied fair value of the reporting unit's goodwill, based on a hypothetical purchase price allocation, with the carrying amount of that goodwill. In the fourth quarter of each year, we evaluate goodwill at each reporting unit based on assumptions used to estimate the fair value of our reporting units and assess recoverability, and impairments, if any, are recognized in earnings. An impairment loss would be recognized in an amount equal to the excess of the carrying amount of the goodwill over the implied fair value of the goodwill. As of December 31, 2013 and 2012, the estimated fair value of each of the reporting units was sufficiently in excess of its carrying values even after conducting various sensitivity analyses on key assumptions, such that no adjustment to the carrying values of goodwill was required.

Intangible assets with determinable useful lives are amortized over their respective estimated useful lives and reviewed for impairment together with other tangible long-lived assets whenever events or circumstances indicate that an impairment may exist.

Income Taxes—Deferred tax assets/liabilities are established for the difference between the financial reporting and income tax basis of assets and liabilities, as well as for operating loss and tax

credit carryforwards. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates as of the date of enactment.

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

We make no provision for incremental income taxes on subsidiary earnings, which have been retained in the subsidiary's country of domicile, if we expect such earnings to be indefinitely reinvested in that jurisdiction. Unremitted earnings of our subsidiaries, that have been, or are intended to be, permanently reinvested (and for which no incremental income tax has been provided) aggregated $337,257 as of December 31, 2013. We are unable to precisely estimate the additional tax that would be incurred, if these amounts were repatriated due to the complexity in (i) calculating the potential foreign tax credit or other relief mechanisms from double taxation available with respect to the distributions, (ii) the effect of the adjusted tax bases of our several subsidiaries on the determination of the income subject to tax as well as (iii) the impact that such a significant distribution would have on rationalizing the mix of the debt and equity capital of our intermediary subsidiaries. Subject to the foregoing limitations, were our indefinitely reinvested earnings as of the balance sheet date to be distributed all in one year, we currently estimate the amount of tax due to be within the range of approximately $10,000 to $30,000. Given that the unremitted earnings are intended to be invested indefinitely, the amount of additional tax can fluctuate significantly from period to period as a result of several additional factors such as future changes in tax rates, the continuing availability of tax attributes such as tax losses or tax credit carryovers of our intermediary subsidiaries and potential changes to our legal entity ownership structure.

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

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

Foreign Currency—The functional currency of Foster Wheeler AG is the U.S. dollar. The functional currency of our non-U.S. operations is typically the local currency of their country of domicile. Assets and liabilities of non-U.S. entities are translated into U.S. dollars, our reporting currency, at period-end exchange rates with the resulting translation adjustment recorded as a separate component within accumulated other comprehensive loss. Income and expense accounts and cash flows are translated at weighted-average exchange rates for the period.

Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in other deductions, net on our consolidated statement of operations. The net balance of our foreign currency transaction gains and losses for 2013, 2012 and 2011 were as follows:

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 10 for further information regarding our derivative financial instruments and Note 8 for further information regarding our defined benefit pension plan assets.

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:

Our assets and liabilities that are measured at fair value in our statement of financial position as of December 31, 2013 and 2012 include the following:

	2013						2012

	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Assets measured at fair value on a non-recurring basis:
Long-lived assets included in discontinued operations	$	—	$	—	$	—	$	—	$	—	$	48,739
Investment in an unconsolidated affiliate		—		—		35,096		—		—		—

Total assets measured at fair value on a non-recurring basis	$	—	$	—	$	35,096	$	—	$	—	$	48,739

Liabilities:
Contingent consideration liability	$	—	$	—	$	—	$	—	$	—	$	1,012
Liabilities measured at fair value on a recurring basis:
Foreign currency forward contracts	$	—	$	2,405	$	—	$	—	$	4,924	$	—
Interest rate swap contracts		—		7,866		—		—		10,490		—

Total liabilities measured at fair value on a recurring basis	$	—	$	10,271	$	—	$	—	$	15,414	$	—

The long-lived assets included in discontinued operations, presented in the table above, relate to our waste-to-energy facility in Camden, New Jersey which was sold during 2013. Please refer to Note 18 for additional information.

The investment in an unconsolidated affiliate, presented in the table above, relates to our equity interest investment in a waste-to-energy project where the carrying value of our investment

approximated fair value at December 31, 2013 as a result of an impairment charge at the investee level. Please see Note 5 for further information.

The contingent consideration liability, presented in the table above, was paid during 2013 and the payment amount equaled the fair value of contingent consideration liability as of December 31, 2012.

Please see Note 7 for the fair value of our long-term debt, which is held at carrying amount on our consolidated balance sheet, and Note 8 for the fair value of our defined benefit pension plan assets included in each of our plans' funded status on our consolidated balance sheet.

External Legal Fees—External legal fees are expensed as incurred and recorded in other deductions, net on our consolidated statement of operations with the exception of external legal fees associated with asbestos defense costs (please refer to Note 16 for further information related to our accounting for asbestos defense costs). We incurred external legal fees, excluding asbestos defense costs, of approximately $22,700, $16,100 and $17,800 for 2013, 2012 and 2011, respectively, which include external legal fees related to project claims.

Restrictions on Shareholders' Dividends—We have not declared or paid a cash dividend since July 2001. Our current senior unsecured credit agreement contains limitations on cash dividend payments.

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 19 for further information regarding our proposed dividend.

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

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

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 $4,600 based on the exchange rate in effect on December 31, 2013), 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. Our consolidated balance sheet as of December 31, 2013 included a preliminary purchase price allocation for this acquisition as we are in process of finalizing the valuation of the individual assets acquired and liabilities assumed. The preliminary purchase price allocation was based on the best estimate of management and we expect to finalize the purchase price allocation upon completion of an independent appraisal over the next several months, but no later than one year from the acquisition date. The preliminary purchase price allocation and pro forma impact assuming the acquisition had occurred as of the beginning of 2012 were not significant to our consolidated financial statements. As a result of the preliminary purchase price allocation, we recognized goodwill of $4,465 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 Engineering and Construction Group ("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. Our consolidated balance sheet as of December 31, 2013 included a preliminary purchase price allocation for this acquisition as we are in process of finalizing the valuation of the individual assets acquired and liabilities assumed. The preliminary purchase price allocation was based on the best estimate of management and we expect to finalize the purchase price allocation upon completion of an independent appraisal over the next several months, but no later than one year from the acquisition date. The preliminary purchase price allocation and pro forma impact assuming the acquisition had occurred as of the beginning of 2012 were not significant to our consolidated financial statements. As part of our post-acquisition valuation of assets and liabilities acquired, we recorded additional assets and liabilities of $20,782 and $32,647, respectively, and recorded a corresponding net increase to goodwill of $11,865. As a result of the preliminary 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.

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.

In November 2012, we acquired all of the outstanding shares of a privately held multi-discipline full service engineering, procurement, and construction management business located in North America. We paid cash consideration net of cash acquired of approximately $68,500. The sale and purchase agreement also included an earnout provision for additional consideration with an estimated maximum of approximately $20,000, depending on the acquired business' performance, as defined in the sale and purchase agreement, over a period of approximately 5 years subsequent to the acquisition date. The earnout will be reported as compensation expense in periods subsequent to the acquisition date rather than as part of the purchase price for the business. As a result of the purchase price allocation, we recognized goodwill of $18,708 and other intangible assets of $42,921 related to this acquisition. The assets, liabilities and results of operations of the acquired business are included within our Global E&C Group business segment.

The following table presents the allocation of the purchase price for the aggregate assets acquired, liabilities assumed and goodwill for the acquisitions described above:

	For the Years Ended

	December 31, 2013		December 31, 2012
Number of businesses acquired		3		2
Allocation of Purchase Price:
*Assets*
Cash and cash equivalents	$	1,515	$	2,717
Trade and other receivables		41,091		25,125
Contracts in process		2,438		1,598
Other current assets		1,125		655
Land, buildings and equipment		1,408		7,749
Other assets*		24,229		535
Identifiable intangible assets:
Customer relationships and backlog		23,843		40,396
Trademarks		1,220		606
Other		1,365		1,919

Total amount allocated to identifiable intangible assets		26,428		42,921

*Liabilities*
Accounts payable and accrued expenses		31,942		12,390
Billings in excess of costs and estimated earnings on uncompleted contracts		5,558		17
Income taxes payable		19,858		802
Other current liabilities		16,713		250
Deferred tax liabilities		3,151		10,730
Other long-term liabilities		2,548		3,954

Total identifiable net assets acquired		18,464		53,157

Goodwill**		33,179		21,261

Total purchase price**	$	51,643	$	74,418

As noted above, the amounts for two of the acquisitions that occurred in the year ended December 31, 2013 are based on preliminary estimates of the fair value of the identifiable assets acquired and liabilities assumed. These estimates are subject to revision, which may result in

adjustments to the amounts presented. We expect to finalize these amounts within 12 months from the respective acquisition dates. We do not expect any adjustments to be material.

Pro forma results have not been presented because the pro forma effect of these acquisitions is not material to our consolidated financial results for any periods presented.

The factors contributing to a purchase price that resulted in the recognition of goodwill include (i) the opportunity to expand our product offerings; (ii) the opportunity to enter new geographic markets; (iii) the opportunity of achieving operating synergies; and (iv) acquiring a workforce with capabilities in the engineering, procurement, and construction management business to expand capabilities.

During 2013, we recognized goodwill of $10,571 that is expected to be deductible for income tax purposes. None of the goodwill recognized in 2012 is expected to be deductible for income tax purposes.

Intangible assets are amortized based on the period over which the economic benefits of the intangible assets are expected to be realized. Our intangibles assets include the following:

In December 2011, we acquired the stock of Graf-Wulff GmbH, a company based in Germany, for a purchase price of approximately €22,300 (approximately $29,400 at the exchange rate on the date of the acquisition), net of cash acquired. The acquired company designs, manufactures and installs equipment which utilizes circulating dry ash flue gas scrubbing technology for all types of steam generators in the power and industrial sectors. The purchase price allocation for this acquisition was not significant to our consolidated financial statements. This company's financial results are included within our Global Power Group business segment.

We utilize EBITDA, defined in Note 14, as the primary measure of operating performance.

The table below presents the third-party operating revenues and EBITDA balances included in our consolidated financial results for the above acquisitions during the respective year of their acquisition. The impact of each acquired company is only included in the respective year of their acquisition and the impact is not included in the subsequent year(s) presented below.

Operating revenues and EBITDA for the above acquisitions, which were included in our consolidated financial results, during their respective year of acquisition were:

There were no third-party operating revenues or EBITDA in 2011 as Graf-Wulff GmbH was acquired on December 31, 2011, the last day of 2011.

The following table shows the components of trade accounts and notes receivable:

We assess the need for an allowance for doubtful accounts on a project-by-project basis. When there is a risk of non-payment related to customer credit risk, we record an allowance for doubtful accounts. Because of the nature of our customer base and our rigorous customer credit risk assessment process prior to entering into contracts, the level of our allowance for doubtful accounts is typically a very small percentage of our gross accounts receivable balance. To the extent that there is a risk of non-payment related to commercial or performance issues, we record an allowance against the valuation of contract work in progress within the contract. We have not recorded a provision for the outstanding retention receivable balances as of December 31, 2013 or 2012.

The following table shows the components of other accounts and notes receivable, net:

Depreciation expense for 2013, 2012 and 2011 was $40,280, $38,013 and $37,168, respectively.

We own certain office and manufacturing facilities in Finland that contain asbestos. We are required to remove the asbestos from such facilities if such facilities are significantly renovated or demolished. At present, there are no plans to undertake a major renovation that would require the removal of the asbestos or the demolition of the facilities. We do not have sufficient information to estimate the fair value of the asset retirement obligation because the settlement date or the range of potential settlement dates has not been specified and information is not currently available to apply an expected present value technique. We will recognize a liability in the period in which sufficient information is available to reasonably estimate the fair value of the asset retirement obligation.

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.

The summarized financial information presented below for the project in Chile includes an estimated recovery under a property damage insurance policy and an estimated recovery under a business interruption insurance policy for the income statement data for 2011.

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

Our share of the undistributed retained earnings of our equity investees amounted to approximately $68,200 and $110,200 as of December 31, 2013 and 2012, respectively.

During 2013, our Global E&C Group's projects in Italy experienced an equity loss of $12,541, inclusive of the impact of an impairment charge of $22,400 on one of our projects discussed below. Our equity earnings from our projects in Italy were $2,725 and $9,744 in 2012 and 2011, respectively.

Our equity earnings in 2013 included the impact of an impairment charge of $22,400 on our equity interest investment in a waste-to-energy project in Italy. The reduction in fair value of our investment resulted from changed market conditions with respect to waste tariffs and the type of waste delivered to the plant, coupled with reduced operating performance of the plant compared to projected performance. We and our partner in the investment have concluded that we will continue to operate the plant and may consider future capital investments to improve its operating performance including a potential increase to the overall waste treatment and electric production compared to current levels. This impairment was recorded at the investee level. As a result of the foregoing, the carrying value of our investment approximated fair value at December 31, 2013.

Also during 2013, our equity earnings were favorably impacted by two items which occurred in 2013: a governmental authority mandated rate change for energy generated prior to 2013, that favorably impacted three of our projects by an aggregate amount of $4,900, and a governmental return on investment credit received by one of our projects, that was deemed a critical energy producing facility, that favorably impacted that project by $2,200. Additionally, our equity earnings from our projects in Italy were favorably impacted by the inclusion of two items recognized in 2012: a charge to establish a reserve against its receivable for emission rights and the impact of an extended facility maintenance shutdown during 2012. Our equity earnings during 2012, compared to 2011, were unfavorably impacted by the above two items recognized in 2012.

On February 27, 2010, an earthquake occurred off the coast of Chile that caused significant damage to our unconsolidated affiliate's facility in Chile. As a result of the damage, the project's facility suspended normal operating activities on that date and subsequently filed a claim with its insurance carrier for property damage and business interruption recoveries. The property damage and business interruption insurance recoveries were sufficient to cover the costs of repairing the facility and to substantially compensate our unconsolidated affiliate for the loss of profits while the facility suspended normal operating activities. Our unconsolidated affiliate collected substantially all of the remaining amounts due under its property damage and business interruption insurance claims during the third quarter of 2012. The facility achieved normal operating activities in the third quarter of 2011.

Our equity earnings from our project in Chile were $27,542, $20,287 and $30,871 in 2013, 2012 and 2011, respectively. The increase in equity earnings in 2013, compared to the same period in 2012, was primarily driven by two items: a $3,200 increase in our share of the project's 2012 earnings recognized as a result of a revised earnings allocation for 2012 that was approved in connection with the approval by the project's governing board of the 2012 earnings distribution in the second quarter of 2013, and a

$3,000 increase from the reversal of an insurance-related contingency during the second quarter of 2013.

The decrease in equity earnings in 2012, compared to 2011, was primarily driven by the impact of lower marginal rates for electrical power generation and the impact of a higher statutory tax rate in Chile, partially offset by an increase in the project's volume of electricity produced in 2012.

Equity earnings in 2011 included our equity interest in the after tax estimated recovery under our project in Chile's business interruption insurance policy which covered the period from the date of the earthquake through the period when the facility resumed normal operating activities.

In addition, we have provided a $10,000 debt service reserve letter of credit to cover debt service payments in the event that our project in Chile does not generate sufficient cash flows to make such payments. We are required to maintain the debt service reserve letter of credit during the term of our project in Chile's debt, which matures in 2014. As of December 31, 2013, no amounts have been drawn under this letter of credit and we do not anticipate any amounts being drawn under this letter of credit.

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

During the third quarter of 2013, we acquired a 49% interest in a joint venture company that is fully licensed to engineer, procure and construct process facilities in China. We paid cash consideration of approximately CNY 72,000 (approximately $11,600 based on the exchange rate in effect on the

closing date). This investment is included in investments in and advances to unconsolidated affiliates on our consolidated balance sheet.

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 December 31, 2013 and 2012. We are the primary beneficiary of the VIE, since we have the power to direct the activities that most significantly impact the VIE's performance. These activities include the operations and maintenance of the facilities. Accordingly, as the primary beneficiary of the VIE, we have consolidated this entity. The aggregate net assets of this entity are presented below.

	December 31, 2013									December 31, 2012

	Gross Carrying Amount			Accumulated Impairment Losses			Net Carrying Amount			Gross Carrying Amount			Accumulated Impairment Losses			Net Carrying Amount
Global E&C Group:
Balance at beginning of year	$	59,430		$	(42	)	$	59,388		$	40,286		$	(42	)	$	40,244
Goodwill acquired during the year		35,205			—			35,205			19,235			—			19,235
Foreign currency translation adjustment		(2,017	)		—			(2,017	)		(91	)		—			(91	)

Balance at end of year	$	92,618		$	(42	)	$	92,576		$	59,430		$	(42	)	$	59,388



Global Power Group:
Balance at beginning of year	$	153,531		$	(79,401	)	$	74,130		$	151,277		$	(79,401	)	$	71,876
Goodwill acquired during the year		—			—			—			—			—			—
Foreign currency translation adjustment		3,095			—			3,095			2,254			—			2,254

Balance at end of year	$	156,626		$	(79,401	)	$	77,225		$	153,531		$	(79,401	)	$	74,130



Total:
Balance at beginning of year	$	212,961		$	(79,443	)	$	133,518		$	191,563		$	(79,443	)	$	112,120
Goodwill acquired during the year		35,205			—			35,205			19,235			—			19,235
Foreign currency translation adjustment		1,078			—			1,078			2,163			—			2,163

Balance at end of year	$	249,244		$	(79,443	)	$	169,801		$	212,961		$	(79,443	)	$	133,518

In December 2013, our Global E&C Group's goodwill balance included increases related to our acquisitions located in the U.S. and Mexico of $10,571 and $18,143, respectively, which were included in the North America geographic region in the table below, and the U.K. of $4,465, portions of which were included in both the Europe and Middle East geographic regions in the table below. Our Global E&C Group's goodwill balance also includes an increase during 2013 related to a customary working capital adjustment of $2,026 for our 2012 acquisition, which is included in the North America geographic region in the table below. The remaining changes in each of the regions were the result of the impact of foreign currency translation adjustments. In December 2012, we acquired a multi-discipline full service engineering, procurement, and construction management company located in North America, which is included within our Global E&C Group business segment. Please refer to Note 2 for further information regarding these acquisitions.

The following table provides our net carrying amount of goodwill by geographic region in which our reporting units are located:

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

As of December 31, 2013, the net carrying amounts of our identifiable intangible assets were $45,635 for our Global Power Group and $67,828 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 2013, 2012 and 2011. The following table details amortization expense related to identifiable intangible assets by period:

Interest Costs—Interest costs incurred in 2013, 2012, and 2011 were $11,297, $10,894, and $12,859, respectively.

Capital Lease Obligations—We have entered into a series of capital lease obligations, primarily for office buildings. Assets under capital lease obligations are summarized as follows:

The following are the minimum lease payments to be made in each of the years indicated for our capital lease obligations as of December 31, 2013:

Special-Purpose Limited Recourse Project Debt—Special-purpose limited recourse project debt represents debt incurred to finance the construction of a cogeneration facility and wind farm projects in which we are the owner or majority-owner. Certain assets of each project collateralize the notes and/or bonds. Our obligations with respect to this debt are limited to contributing project equity during the construction phase of the projects and the guarantee of the operating performance of our project in Chile, described in Note 5.

FW Power S.r.l., which is the owner of certain electric power generating wind farms in Italy, has project financing for two wind farm projects under base facilities. The base facilities bear interest at variable rates based upon 6-month Euribor plus a spread varying from 0.9% to 1.0% throughout the life of the debt and are repayable semi-annually based upon a pre-defined payment schedule through December 31, 2022.

The debt is collateralized by certain revenues and assets of FW Power S.r.l. Our total borrowing capacity under the FW Power S.r.l. credit facilities is €75,300 (approximately $103,700 at the exchange rate as of December 31, 2013).

We have executed interest rate swap contracts that effectively convert approximately 90% of the base facilities to a weighted-average fixed interest rate of 4.48%. The swap contracts are in place through the life of the facilities. See Note 10, "Derivative Financial Instruments—Interest Rate Risk," for our accounting policy related to these interest rate swap contracts. The interest rate on the portion of the base facilities not subject to the interest rate swap contracts was 0.331% as of December 31, 2013.

The Energia Holdings, LLC notes are collateralized by certain revenues and assets of a special-purpose subsidiary, which has an indirect ownership interest in our project in Chile, described in Note 5.

Subordinated Robbins Facility Exit Funding Obligations ("Robbins bonds")—In connection with the restructuring of debt incurred to finance construction of a waste-to-energy facility in the Village of Robbins, Illinois in the U.S., we assumed certain subordinated obligations. The 1999C Bonds due October 15, 2024 (the "1999C bonds") are the only Robbins bonds outstanding as of December 31, 2013, as the remaining subordinated obligations were paid off in full at their scheduled maturity dates. The 1999C bonds are subject to mandatory sinking fund reduction prior to maturity at a redemption price equal to 100% of the principal amount thereof, plus accrued interest to the redemption date. On October 3, 2008, we acquired a portion of our 1999C bonds, plus accrued and unpaid interest to date.

Aggregate Maturities—Aggregate principal repayments and sinking fund requirements of long-term debt, excluding payments on capital lease obligations, over the next five years are as follows:

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

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

Fees and expenses incurred in conjunction with the execution of our new senior credit agreement were approximately $4,000 and, along with a portion of the remaining unamortized fees from our July 2010 agreement, are being amortized to expense over the five-year term of the agreement, which commenced in the third quarter of 2012. We also recorded an $800 charge in 2012 to write-off a portion of the unamortized fees and expenses paid in conjunction with our July 2010 agreement.

Our new senior credit agreement contains various customary restrictive covenants. In addition, our new senior credit agreement contains financial covenants relating to leverage and interest coverage ratios. Our total leverage ratio compares total indebtedness to EBITDA, as defined in the credit agreement, and our total interest coverage ratio compares EBITDA, as defined in the credit agreement, to interest expense. Both the leverage and interest coverage ratios are measured quarterly. In addition, the leverage ratio is measured as of any date of determination for certain significant events. All such terms are defined in our new senior credit agreement. We have been in compliance with all financial covenants and other provisions of both our August 2012 and our July 2010 senior credit agreements, while the respective agreements were in effect during the year ended December 31, 2013 or 2012.

We had approximately $253,900 and $250,600 of letters of credit outstanding under our senior credit agreement in effect as of December 31, 2013 and 2012, respectively. The letter of credit fees under our senior credit agreement in effect as of December 31, 2013 and 2012 ranged from 0.75% to 1.50% of the outstanding amount, excluding fronting fees. There were no funded borrowings outstanding under our senior credit agreement in effect as of December 31, 2013 or 2012.

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. We also have defined contribution retirement plans in the U.S. and the U.K. Finally, we have certain other benefit plans including government mandated postretirement programs.

We recognize the funded status of each of our defined benefit pension and OPEB plans on our consolidated balance sheet. We recognize any gains or losses, which are not recognized as a component of annual service cost, as a component of other comprehensive income, net of tax. We record net actuarial losses, prior service cost/(credits) and net transition obligations/(assets) within accumulated other comprehensive loss on the consolidated balance sheet.

Effective March 31, 2010, we closed the U.K. pension plan for future defined benefit accrual. On that date, all active members became deferred, but they maintained a salary link to retail prices index, or RPI, for inflation in the calculation of members' benefits. For inactive members, the U.K. governmental standard, which was RPI at the time of the plan closure, would continue to be utilized to determine the inflation index in the calculation of inactive members' benefits.

As a result of a change in the U.K. governmental standard for pension plan inflationary increases, during 2011 our U.K. pension plan adopted the use of the U.K. consumer prices index, or CPI, as a basis for inflationary increases in the calculation of pension benefits for all members, with the exception active members which still maintained a salary link to RPI. The U.K. RPI was the former U.K. governmental standard that was used by our U.K. pension plan. We accounted for this change as a plan amendment as of May 31, 2011 and based on the remeasurement of the obligation at that time, we recognized a decrease in the pension plan liability on our consolidated balance sheet and a corresponding pre-tax prior service credit in comprehensive income during 2011 of approximately £29,600 (approximately $48,100 at the exchange rate in effect at the time of the change).

On November 29, 2013, our U.K. pension plan announced that the salary limiter would, in the future, be linked to CPI for inflation, therefore resulting in active members' salaries being linked to CPI for inflation in the calculation of active members' benefits. We have accounted for the change from RPI to CPI for inflation on active members' benefits as a plan amendment and based on the

remeasurement of the obligation at that time, we recognized a decrease in the pension plan liability on our consolidated balance sheet and a corresponding pre-tax prior service credit in comprehensive income of £10,900 (approximately $17,400 at the exchange rate in effect at the time of the change).

Other Postretirement Benefit Plans—Certain employees in the U.S. and Canada may become eligible for 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, referred to as the Survivor Income Plan ("SIP"), which provides coverage for an employee's beneficiary upon the death of the employee. This plan has been closed to new entrants since 1988. Total liabilities under the SIP, which were $16,213 and $18,273 as of December 31, 2013 and 2012, respectively, are reflected in the other postretirement benefit obligation and funded status information below. The assets held to fund the benefits provided by the SIP, which reflect the cash surrender value of insurance policies purchased to cover obligations under the SIP, totaled $5,781 and $6,033 as of December 31, 2013 and 2012, respectively. The assets are recorded in other assets on the consolidated balance sheet and are not reflected in the OPEB funded status information below.

Components of net periodic benefit cost/(credit) and changes recognized in other comprehensive income include:

	Defined Benefit Pension Plans									OPEB Plans

	2013			2012			2011			2013			2012			2011
Net periodic benefit cost/(credit)
Service cost	$	1,148		$	1,025		$	1,438		$	55		$	71		$	93
Interest cost		51,234			52,819			59,570			2,354			2,641			3,223
Expected return on plan assets		(64,899	)		(64,325	)		(70,213	)		—			—			—
Amortization of net actuarial loss		18,041			16,882			13,486			880			426			140
Amortization of prior service credit		(1,609	)		(1,561	)		(915	)		(3,497	)		(3,514	)		(3,565	)
Amortization of transition obligation		56			52			46			—			—			—
Settlement charges		—			89			—			—			—			—

Net periodic benefit cost/(credit)	$	3,971		$	4,981		$	3,412		$	(208	)	$	(376	)	$	(109	)



Changes recognized in other comprehensive income:
Net actuarial (gain)/loss	$	(17,248	)	$	62,512		$	90,715		$	(11,090	)	$	3,965		$	2,930
Prior service (credit)/cost⁽¹⁾⁽²⁾		(17,428	)		25			(48,056	)		—			—			—
Amortization of net actuarial loss		(18,041	)		(16,882	)		(13,486	)		(880	)		(426	)		(140	)
Amortization of prior service credit		1,609			1,561			915			3,497			3,514			3,565
Amortization of transition obligation		(56	)		(52	)		(46	)		—			—			—

Total recognized in other comprehensive income—before tax⁽³⁾	$	(51,164	)	$	47,164		$	30,042		$	(8,473	)	$	7,053		$	6,355

The components of net periodic benefit cost/(credit) 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 following is a summary of our net periodic benefit cost/(credit) by defined benefit pension plan:

Estimated amortization expense/(benefit) to be recognized in net periodic benefit cost over the next year includes:

The following table summarizes the weighted-average assumptions used to estimate our net periodic benefit cost/(credit) and projected benefit obligation by year:

The expected long-term rate of return on plan assets is developed using a weighted-average methodology, blending the expected returns on each class of investment in the pension plans' portfolio. The expected returns by asset class are developed considering both past performance and future considerations. We annually review and adjust, as required, the long-term rate of return for our pension plans. The weighted-average expected long-term rate of return on plan assets has ranged from 5.8% to 6.8% over the past three years.

Assumed healthcare cost trend rates have a significant effect on the costs and obligations reported for the other postretirement benefit plans. A one-percentage-point change in assumed healthcare cost trend rates would have the following effects:

Projected benefit obligations and funded status for the years ended December 31, 2013 and 2012:

	Pension Plans						OPEB Plans

	December 31, 2013			December 31, 2012			December 31, 2013			December 31, 2012
Change in projected benefit obligations:
Projected benefit obligations at beginning of year	$	1,291,737		$	1,177,078		$	72,956		$	72,173
Service cost		1,148			1,025			55			71
Interest cost		51,234			52,819			2,354			2,641
Plan participants' contributions		160			121			1,582			1,662
Plan amendments		(16,903	)		25			—			—
Actuarial gain/(loss)		8,102			91,836			(11,093	)		3,965
Benefits paid		(66,199	)		(64,565	)		(6,601	)		(7,573	)
Other		—			(160	)		—			—
Foreign currency exchange rate changes		16,253			33,556			(40	)		16

Projected benefit obligations at end of year	$	1,285,532		$	1,291,735		$	59,213		$	72,955

Change in plan assets:
Fair value of plan assets at beginning of year	$	1,216,634		$	1,130,652		$	—		$	—
Actual return on plan assets		91,014			94,431			—			—
Employer contributions		21,372			21,670			5,019			5,911
Plan participants' contributions		160			121			1,582			1,662
Benefits paid		(66,199	)		(64,565	)		(6,601	)		(7,573	)
Other		—			(160	)		—			—
Foreign currency exchange rate changes		17,537			34,483			—			—

Fair value of plan assets at end of year		1,280,518			1,216,632			—			—

Funded status at end of year	$	(5,014	)	$	(75,103	)	$	(59,213	)	$	(72,955	)

	Pension Plans						OPEB Plans

	December 31, 2013			December 31, 2012			December 31, 2013			December 31, 2012
Funded status by plan:
United States	$	(26,424	)	$	(77,641	)	$	(58,718	)	$	(72,251	)
United Kingdom		33,786			15,513			—			—
Other		(12,376	)		(12,975	)		(495	)		(704	)

Funded status at end of year	$	(5,014	)	$	(75,103	)	$	(59,213	)	$	(72,955	)

Funded status recognized on the consolidated balance sheet:
Other non-current assets	$	33,786		$	15,973		$	—		$	—
Current liabilities		(1,499	)		(1,008	)		(4,955	)		(5,071	)
Non-current liabilities		(37,301	)		(90,068	)		(54,258	)		(67,884	)

Funded status at end of year	$	(5,014	)	$	(75,103	)	$	(59,213	)	$	(72,955	)



Amounts recognized in accumulated other comprehensive loss:
Net actuarial gain/(loss)	$	(593,292	)	$	(628,583	)	$	201		$	(11,768	)
Prior service credit		61,057			45,239			18,084			21,580
Net transition asset		313			257			—			—

Total before tax and allocation to noncontrolling interests	$	(531,922	)	$	(583,087	)	$	18,285		$	9,812



Accumulated benefit obligation at end of year	$	1,236,923		$	1,190,637

Defined benefit pension plans with an accumulated benefit obligation in excess of plan assets:

Based on the minimum statutory funding requirements for 2014, our mandatory contributions to our U.S. pension plans will be insignificant. Based on the minimum statutory funding requirements for 2014, we expect to contribute total mandatory contributions of approximately $22,900 to our non-U.S. pension plans and approximately $5,100 to our other postretirement benefit plans.

Each of our defined benefit pension plans in the U.S., U.K., Canada, India and South Africa is governed by a written investment policy. The pension plans in Finland and France have no plan assets.

The investment policy of each of our pension plans allocates assets in accordance with policy guidelines. These guidelines identify target and/or maximum and minimum allocations by asset class. Our guidelines vary by pension plan for each asset class, but generally range between 30% and 40% for equities, 50% and 60% for fixed income, 0% and 10% for alternative investments, such as hedge funds, and 0% and 10% for cash, with the exception of plan contributions temporarily awaiting longer-term investment. Some of the guidelines expressly endorse +/– ranges, which ranges are generally 10% or less.

Investments are exposed to various risks, such as interest rate, market and credit risks. Due to the level of uncertainty related to certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and, that such changes could materially affect the fair value of our defined benefit plan assets, which in turn, would result in a change to our net pension benefit liability on our consolidated balance sheet. Accordingly, the valuation of investments at each year end may not be indicative of future valuations or the amounts that could be realized upon future liquidation. We develop investment policies for each of our pension plans which take these risks into account and we continually review the investment policies to ensure that the investment strategy is aligned with pension plan liabilities and projected pension plan benefit payments. Based on our current holdings, we believe that our individual pension plans are not exposed to a significant concentration of risk in any particular sector or asset class.

Our pension plan assets are valued under the established framework for measuring fair value in accordance with U.S. generally accepted accounting principles. See Note 1 for further information regarding the measurement of fair value under U.S. generally accepted accounting principles and our accounting policy. Our pension plan assets measured within the fair value framework primarily consist of investments in U.S. treasury securities, commingled funds and private investment fund assets. Quoted prices in active markets are used to value investments when available. Investments are valued at their closing price or, when not available, the last reported bid price. In accordance with current accounting guidance, our valuations include the use of the funds' reported net asset values for our commingled fund investments and our private investment funds. Commingled funds are valued at the net asset value for their underlying securities. We further corroborate the above valuations with observable market data using level 1 and 2 inputs within the fair value framework. The fair value of our private investment fund assets are based on the net asset value of their investments in other funds, including hedge funds, as communicated by the asset manager. The net asset values of the underlying

funds, in turn, are valued based on the net asset values of their investments in equity securities, commingled funds, investments in debt and equity securities and limited partnerships and similar pooled investment vehicles. Our investments in private investment fund assets are valued using level 2 and 3 unobservable market data inputs. Additionally, private investment fund assets that are in "lock-up" periods, typically upon initial investment, which exceeded 90 days, are classified as level 3 unobservable market data inputs. These assets can be transferred to level 2 inputs at the expiration of the "lock-up" period, so long as the asset can be liquidated at net asset value at the end of a notice period of less than 90 days.

The fair values of our defined benefit pension plan assets as of December 31, 2013 and 2012 by asset category are as follows:

	Fair Value Measurements as of

	December 31, 2013								December 31, 2012
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
U.S. Treasury Securities⁽¹⁾	$	60,482	$	—	$	—	$	60,482	$	—	$	—	$	—	$	—
Commingled Funds:
Equity⁽²⁾		—		473,139		7,404		480,543		—		513,669		7,037		520,706
Corporate fixed income⁽³⁾		16,534		202,204		280		219,018		—		276,942		—		276,942
Government fixed income⁽⁴⁾		—		317,046		220		317,266		—		329,016		268		329,284
Mortgage Backed Securities		—		18,720		—		18,720		—		—		—		—
Money market⁽⁵⁾		—		3,051		—		3,051		—		3,911		—		3,911
Cash equivalents		—		40,227		—		40,227		—		42,799		—		42,799
Private investment funds⁽⁶⁾		—		127,289		7,153		134,442		—		—		37,997		37,997
Other⁽⁷⁾		64		2,671		1,332		4,067		—		—		—		—

Subtotal	$	77,080	$	1,184,347	$	16,389	$	1,277,816	$	—	$	1,166,337	$	45,302	$	1,211,639

Cash and cash equivalents								2,704								4,993

Total plan assets							$	1,280,520							$	1,216,632

The table below provides a summary of the changes in the fair value of our level 3 plan assets during 2013, 2012 and 2011:

During 2013, we transferred the value of an investment in one of our private investment funds, valued at net asset value, from level 3 to level 2 as the "lock-up" period of the fund had expired and we had the ability to liquidate the asset at net asset value at the end of a notice period of less than 90 days.

Defined Contribution Plans—Our U.S. subsidiaries have a 401(k) plan for salaried employees. We match 100% of the employee contributions on the first 6% of eligible base pay, subject to the annual limit on eligible earnings under the Internal Revenue Code. In total, our U.S. subsidiaries contributed approximately $10,000, $10,900, and $9,400 to the 401(k) plan in 2013, 2012, and 2011, respectively. Our U.S. subsidiaries also have a Roth 401(k) plan for salaried employees.

Our U.K. subsidiaries offer a defined contribution plan for salaried employees. Under the defined contribution plan, amounts are credited as a percentage of earnings which percentage can be increased within prescribed limits after five years of membership in the fund if matched by the employee. At termination (up to two years' service only), an employee may receive the balance in the account. Otherwise, at termination or at retirement, an employee receives an annuity or a combination of lump-sum and annuity. Our U.K. subsidiaries contributed approximately $10,000, $9,700, and $10,500 in 2013, 2012, and 2011, respectively, to the defined contribution plan.

Other Benefits—Certain of our non-U.S. subsidiaries participate in government-mandated indemnity and postretirement programs for their employees. Liabilities of $19,662 and $19,393 were recorded within pension, postretirement and other employee benefits on the consolidated balance sheet at December 31, 2013 and 2012, respectively, related to such benefits.

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 December 31, 2013 and 2012, the carrying amounts of our environmental liabilities were $6,800 and $8,500, respectively.

We are contingently liable under standby letters of credit, bank guarantees and surety bonds, totaling $960,500 and $1,015,900 as of December 31, 2013 and 2012, respectively, primarily for guarantees of our performance on projects currently in execution or under warranty. These amounts include the standby letters of credit issued under our senior unsecured credit agreement discussed in Note 7 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 5 for further information.

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:

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 December 31, 2013. Under our risk management policies, we do not hedge translation risk exposure. All activities of our affiliates are recorded in their functional currency, which is typically the local currency in the country of domicile of the affiliate. In the ordinary course of business, our affiliates enter into transactions in currencies other than their respective functional currencies. We seek to minimize the resulting foreign currency transaction risk by contracting for the procurement of goods and services in the same currency as the sales value of the related long-term contract. We further mitigate the risk through the use of foreign currency forward contracts to hedge the exposed item, such as anticipated purchases or revenues, back to their functional currency.

The notional amount of our foreign currency forward contracts provides one measure of our transaction volume outstanding as of the balance sheet date. As of December 31, 2013, we had a total gross notional amount, measured in U.S. dollar equivalent, of approximately $399,800 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 2014 through 2016.

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

In 2013, 2012 and 2011, we included net cash inflows on the settlement of derivatives of $10,864, $4,073 and $315, 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.

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

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 12 for the related tax benefits on cash flow hedges that are recognized in other comprehensive income for the years ended December 31, 2013, 2012 and 2011.

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:

We did not grant any stock options during 2013. During 2012 and 2011, we estimated the fair value of each option award on the date of grant using the Black-Scholes option valuation model. We then recognize the grant date fair value of each option as compensation expense ratably using the straight-line attribution method over the service period (generally the vesting period). The Black-Scholes model incorporates the following assumptions for the stock options granted during 2012 and 2011:

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

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

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

As of December 31, 2013, the breakdown of our unrecognized compensation cost and related weighted-average period for the cost to be recognized were as follows:

On May 9, 2006, our shareholders approved the Omnibus Incentive Plan (the "Omnibus Plan"). The Omnibus Plan allows for the granting of stock options, stock appreciation rights, restricted stock, restricted share units, performance-contingent shares, performance-contingent units, including performance RSUs, cash-based awards and other equity-based awards to our employees, non-employee

directors and third-party service providers. The Omnibus Plan effectively replaced our prior share-based compensation plans, and no further options or equity-based awards will be granted under any of the prior share-based compensation plans. The maximum number of shares as to which stock options and restricted stock awards may be granted under the Omnibus Plan is 9,560,000 shares, plus shares that become available for issuance pursuant to the terms of the awards previously granted under the prior compensation plans and outstanding as of May 9, 2006 and only if those awards expire, terminate or are otherwise forfeited before being exercised or settled in full (but not to exceed 10,000,000 shares). Shares awarded pursuant to the Omnibus Plan are issued out of our conditionally authorized shares.

The Omnibus Plan includes a "change in control" provision, which provides for cash redemption of equity awards issued under the Omnibus Plan 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 years ended December 31, 2013, 2012 and 2011 were as follows:

Our articles of association provide for conditional capital for the issuance of shares under our share-based compensation plans and other convertible or exercisable securities we may issue in the future. Conditional capital decreases upon issuance of shares in connection with the exercise of outstanding stock options or vesting of restricted awards, with an offsetting increase to our issued and authorized share capital. As of December 31, 2013, our remaining available conditional capital was 58,168,412 shares.

Our remaining outstanding prior share-based compensation plan consists of the Stock Option Plan for Directors of Foster Wheeler, which was approved by our shareholders. No further awards will be granted under this plan. In connection with our redomestication to Switzerland, Foster Wheeler AG

assumed Foster Wheeler Ltd.'s obligations under Foster Wheeler Ltd.'s share-based incentive award programs and similar employee share-based awards.

A summary of employee stock option activity for 2013, 2012 and 2011 is presented below:

The following table summarizes our stock options outstanding and exercisable as of December 31, 2013:

As of December 31, 2013, the aggregate intrinsic value of outstanding options and exercisable options was $8,706 and $4,921, respectively. The exercise date intrinsic value of options exercised during 2013, 2012 and 2011 totaled $6,146, $335 and $4,250, respectively.

Restricted awards consist of restricted share units and performance RSUs. A summary of restricted awards activity for 2013, 2012 and 2011 is presented below:

	2013					2012					2011

	Units			Weighted- Average Grant Date Fair Value		Units			Weighted- Average Grant Date Fair Value		Units			Weighted- Average Grant Date Fair Value
Restricted Share Units:
Non-vested at beginning of year		732,573		$	24.21		670,347		$	26.62		737,755		$	27.07
Granted		632,923			21.71		463,479			22.83		482,194			25.43
Vested		(318,481	)		24.62		(363,392	)		26.66		(479,150	)		26.05
Cancelled or forfeited		(80,325	)		22.60		(37,861	)		26.54		(70,452	)		27.03

Non-vested at end of year		966,690		$	22.58		732,573		$	24.21		670,347		$	26.62



Performance RSUs:*
Non-vested at beginning of year		460,291		$	16.15		230,337		$	16.92		—		$	—
Granted		785,566			10.43		239,329			15.76		244,186			17.38
Vested		—			—		—			—		—			—
Cancelled or forfeited		(80,273	)		12.86		(9,375	)		25.08		(13,849	)		25.08

Non-vested at end of year		1,165,584		$	12.52		460,291		$	16.15		230,337		$	16.92

The vesting date fair value of restricted awards vested during 2013, 2012 and 2011 totaled $7,410, $8,381 and $11,303, respectively.

	2013			2012			2011

Foreign currency translation	$	(5,851	)	$	8,044		$	(24,489	)
Tax impact		(8	)		(384	)		—

Foreign currency translation, net of tax		(5,859	)		7,660			(24,489	)
Less: Attributable to noncontrolling interests		(571	)		81			(2,795	)

Attributable to Foster Wheeler AG	$	(5,288	)	$	7,579		$	(21,694	)



Net loss on cash flow hedges*	$	5,233		$	(2,291	)	$	(3,164	)
Tax impact		(1,666	)		914			1,462

Attributable to Foster Wheeler AG	$	3,567		$	(1,377	)	$	(1,702	)



Pension and other postretirement benefits	$	59,637		$	(54,217	)	$	(36,397	)
Tax impact		264			10,304			(5,804	)

Pension and other postretirement benefits, net of tax		59,901			(43,913	)		(42,201	)

Less: Attributable to noncontrolling interests		(106	)		(176	)		(33	)

Attributable to Foster Wheeler AG	$	60,007		$	(43,737	)	$	(42,168	)



Other comprehensive loss attributable to Foster Wheeler AG	$	58,286		$	(37,535	)	$	(65,564	)

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.

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):

Below are the components of income/(loss) from continuing operations before income taxes for 2013, 2012 and 2011 under the following tax jurisdictions:

Realization of deferred tax assets is dependent on generating sufficient taxable income prior to the expiration of the various attributes. We believe that it is more likely than not that the remaining net deferred tax assets (after consideration of the valuation allowance) will be realized through future earnings and/or tax planning strategies. The amount of the deferred tax assets considered realizable, however, could change in the near future if estimates of future taxable income during the carryforward period are changed. We have reduced our U.S. and certain non-U.S. deferred tax assets by a valuation allowance based on a consideration of all available evidence, which indicates that it is more likely than not that some or all of the deferred tax assets will not be realized. During 2013, the aggregate worldwide valuation allowance increased by a net of $6,073, primarily as a result of losses in jurisdictions where a full valuation allowance was previously recorded (primarily in the U.S.), partially offset by the release of the valuation allowance in territories where, as a result of updated forecast of taxable income in the future periods, we concluded that it is now more likely than not that such deferred tax assets will be realized.

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.

During the fourth quarter of 2013, we recorded a tax provision of approximately $10,700 related to a tax audit in a non-U.S. jurisdiction. During 2011, we settled a tax audit in a non-U.S. jurisdiction, which resulted in a reduction of unrecognized tax benefits and a corresponding reduction in the provision for income taxes of $1,450.

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 in 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.

The following table summarizes the activity related to our unrecognized tax benefits which, if recognized, would affect our effective tax rate:

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. Previously accrued interest and/or penalties that are ultimately not assessed reduce current year

expense. The table below summarizes our activity for interest and penalties on unrecognized tax benefits for 2013, 2012 and 2011:

The provision for income taxes differs from the amount of income tax computed by applying the U.S. federal statutory rate of 35% to income before income taxes, as a result of the following:

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.

We operate through two business segments: our Global E&C Group and our Global Power Group.

Our Global E&C Group, which operates worldwide, designs, engineers and constructs onshore and offshore upstream oil and gas processing facilities, natural gas liquefaction facilities and receiving terminals, gas-to-liquids facilities, oil refining, chemical and petrochemical, pharmaceutical and biotechnology facilities and related infrastructure, including power generation facilities, distribution facilities, gasification facilities and processing facilities associated with the minerals and metals sector. Our Global E&C Group is also involved in the design of facilities in developing market sectors, including carbon capture and storage, solid fuel-fired integrated gasification combined-cycle power plants, coal-to-liquids, coal-to-chemicals and biofuels. Additionally, our Global E&C Group 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.

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.

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.

We conduct our business on a global basis. In 2013, our Global E&C Group accounted for 76% of our total operating revenues, while our Global Power Group accounted for 24% of our total operating revenues. Operating revenues for our continuing operations by industry, business segment and geographic region, based upon where our projects are being executed, were as follows:

	2013		2012		2011

Operating Revenues (Third-Party) by Industry:
Power generation	$	764,724	$	948,716	$	954,417
Oil refining		1,309,429		1,394,224		1,473,894
Pharmaceutical		133,090		54,375		54,132
Oil and gas		335,959		503,195		1,306,916
Chemical/petrochemical		540,522		328,427		495,784
Power plant design, operation and maintenance		172,015		109,942		108,647
Environmental		6,270		8,560		10,904
Other, net of eliminations		44,441		43,955		53,414

Total	$	3,306,450	$	3,391,394	$	4,458,108



Operating Revenues (Third-Party) by Business Segment:
Global E&C Group	$	2,512,587	$	2,419,327	$	3,443,079
Global Power Group		793,863		972,067		1,015,029

Total	$	3,306,450	$	3,391,394	$	4,458,108



Operating Revenues (Third-Party) by Geographic Region:
Africa	$	70,008	$	83,723	$	158,599
Asia Pacific		839,632		1,060,157		2,011,021
Europe		782,788		859,843		918,197
Middle East		345,080		249,447		270,934
North America		922,247		772,688		747,280
South America		346,695		365,536		352,077

Total	$	3,306,450	$	3,391,394	$	4,458,108

During 2013 and 2012, one client of our Global E&C Group accounted for approximately 12% of our consolidated operating revenues (inclusive of flow-through revenues) in both years; however, the associated flow-through revenues included in this percentage accounted for approximately 11% of our consolidated operating revenues in both years. A second client of our Global E&C Group accounted for approximately 26% of our consolidated operating revenues (inclusive of flow-through revenues) in 2011; however, the associated flow-through revenues included in this percentage accounted for approximately 25% of our consolidated operating revenues in 2011. No other single client accounted for ten percent or more of our consolidated revenues in 2013, 2012 or 2011.

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

	2013			2012			2011

EBITDA:
Global E&C Group	$	183,911		$	192,208		$	210,541
Global Power Group		147,227			204,758			178,233
C&F Group*		(111,269	)		(121,453	)		(111,779	)
Discontinued operations		4,184			3,104			6,234

Total EBITDA		224,053			278,617			283,229
Less: Discontinued operations		4,184			3,104			6,234

EBITDA from continuing operations		219,869			275,513			276,995

Add: Net income attributable to noncontrolling interests		3,940			13,874			14,345
Less: Interest expense		13,227			13,797			12,876
Less: Depreciation and amortization		57,574			50,234			44,551

Income from continuing operations before income taxes		153,008			225,356			233,913
Less: Provision for income taxes		52,166			62,267			58,514

Income from continuing operations		100,842			163,089			175,399
Income/(loss) from discontinued operations		265			(13,193	)		1,329

Net income		101,107			149,896			176,728
Less: Net income attributable to noncontrolling interests		3,940			13,874			14,345

Net income attributable to Foster Wheeler AG	$	97,167		$	136,022		$	162,383

	2013		2012		2011

Net increase in contract profit from the regular revaluation of final estimated contract profit revisions:⁽¹⁾
Global E&C Group⁽²⁾	$	47,000	$	7,700	$	13,200
Global Power Group⁽²⁾		51,900		58,300		22,000

Total⁽²⁾	$	98,900	$	66,000	$	35,200

Net asbestos-related provisions:⁽³⁾
Global E&C Group	$	—	$	2,400	$	—
C&F Group		30,200		28,100		9,900

Total	$	30,200	$	30,500	$	9,900

Charges for severance-related postemployment benefits:
Global E&C Group	$	4,900	$	2,300	$	2,200
Global Power Group		17,000		3,700		—
C&F Group		400		200		500

Total	$	22,300	$	6,200	$	2,700

Charge for equity interest investment impairmentin our Global E&C Group⁽⁴⁾	$	22,400	$	—	$	—
Charges for facility shutdown costs in our Global Power Group⁽⁵⁾	$	2,100	$	—	$	—

We are targeting to complete in 2014 the severance-related postemployment benefits activities and the majority of facility-related cost reduction actions, which we anticipate will be completed by 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 for the 2013 restructuring actions:

Identifiable assets by group are those assets that are directly related to and support the operations of each group. Assets of our C&F Group are principally cash, investments, real estate and insurance receivables.

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

Third-party operating revenues as presented below are based on the geographic region in which the contracting subsidiary is located and not the location of the client or job site.

Additional country detail for third-party revenues, determined based upon the location of the contracting subsidiary, are presented below and these balances represent a portion of the total operating revenues presented in the table above:

Long-lived assets as presented below are based on the geographic region in which the contracting subsidiary is located:

As of December 31, 2013 and 2012, our contracting subsidiaries in Switzerland, the Foster Wheeler AG country of domicile, had long-lived assets of $525 and $2,576, respectively.

Certain of our subsidiaries are obligated under operating lease agreements, primarily for office space. In many instances, our subsidiaries retain the right to sub-lease the office space. Rental expense for these leases was as follows:

We entered into sale/leaseback transactions for an office building in Spain in 2000 and an office building in the United Kingdom in 1999. In connection with these transactions, we recorded deferred gains, which are being recognized into income over the term of the respective leases. The gain recognized was $4,149, $4,099 and $4,202 for 2013, 2012 and 2011, respectively. As of December 31, 2013 and 2012, the balance of the deferred gains was $30,780 and $34,279, respectively, and is included in other long-term liabilities on the consolidated balance sheet. The year-over-year change in the deferred gain balance includes the impact of changes in foreign currency exchange rates.

Of the approximately 125,200 open claims, our subsidiaries are respondents in approximately 32,800 open claims wherein we have administrative agreements and are named defendants in lawsuits involving approximately 92,400 plaintiffs.

All of the open administrative claims have been filed under blanket administrative agreements that we have with various law firms representing claimants and do not specify monetary damages sought. Based on our analysis of lawsuits, approximately 54% do not specify the monetary damages sought or merely recite that the amount of monetary damages sought meets or exceeds the required minimum in the jurisdiction in which suit is filed. The following table summarizes the range of requested monetary damages sought by asbestos lawsuits:

The majority of requests for monetary damages are asserted against multiple named defendants in a single complaint.

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 December 31, 2028. Although it is likely that claims will continue to be filed after that date, the uncertainties inherent in any long-term forecast prevent us from making reliable estimates of the indemnity and defense costs that might be incurred after that date.

Based on its review of the 2013 activity, ARPC recommended that certain assumptions used to estimate our future asbestos liability be updated as of December 31, 2013. Accordingly, we developed a revised estimate of our aggregate indemnity and defense costs through December 31, 2028 considering the advice of ARPC. In 2013, we revalued our liability for asbestos indemnity and defense costs through December 31, 2028 to $278,200, which brought our liability to a level consistent with ARPC's reasonable best estimate. In connection with updating our estimated asbestos liability and related asset, we recorded a net charge of $45,963 in 2013, which is described further below. 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 December 31, 2028.

Our liability estimate is based upon the following information and/or assumptions: number of open claims, forecasted number of future claims, estimated average cost per claim by disease type—mesothelioma, lung cancer and non-malignancies—and the breakdown of known and future claims into disease type—mesothelioma, lung cancer and non-malignancies, claim filings which result in no monetary payments, which we refer to as our zero-pay rate, 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 December 31, 2028, during which period the incidence of new claims is forecasted to decrease each year. We believe that it is likely that there will be new claims filed after December 31, 2028, but in light of uncertainties inherent in long-term forecasts, we do not believe that we can reasonably estimate the indemnity and defense costs that might be incurred after December 31, 2028.

Through year-end 2013, total cumulative indemnity costs paid, prior to insurance recoveries, were approximately $825,900 and total cumulative defense costs paid were approximately $409,700, or approximately 33% of total defense and indemnity costs. The overall historic average combined indemnity and defense cost per resolved claim through December 31, 2013 has been approximately $3.3. The average cost per resolved claim is increasing and we believe it will continue to increase in the future.

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 December 31, 2028. Our asbestos-related assets have not been discounted for the time value of money.

Our insurance recoveries may be limited by future insolvencies among our insurers. Other than receivables related to bankruptcy court-approved settlements during liquidation proceedings, we have not assumed recovery in the estimate of our asbestos-related insurance asset from any of our currently insolvent insurers. We have considered the financial viability and legal obligations of our subsidiaries' insurance carriers and believe that the insurers or their guarantors will continue to reimburse a significant portion of claims and defense costs relating to asbestos litigation. As of December 31, 2013 and 2012, we have not recorded an allowance for uncollectible balances against our asbestos-related insurance assets. We write off receivables from insurers that have become insolvent; there were no such write-offs during 2013, 2012 or 2011. Insurers may become insolvent in the future and our insurers may fail to reimburse amounts owed to us on a timely basis. If we fail to realize the expected insurance recoveries, or experience delays in receiving material amounts from our insurers, our business, financial condition, results of operations and cash flows could be materially adversely affected. During 2013, we

recognized a gain as the result of the collection of a $15,750 insurance receivable related to an insolvent insurance carrier, which we had previously written-off. The proceeds were received as a result of a bankruptcy court-approved settlement during liquidation proceedings related to the insolvent insurance carrier.

Our net asbestos-related provision was the net result of our revaluation of our asbestos liability and related asset resulting from:

We believe the increase in our estimate of new claim filings and decrease in the zero-pay rate are short-term in nature and that the longer-term trend will revert to our previous forecast. We will continue to monitor these parameters and adjust our forecasts if actual results differ from our assumptions.

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

We expect to have net cash outflows of $32,000 as a result of asbestos liability indemnity and defense payments in excess of insurance proceeds during 2014. 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.

Some of our subsidiaries in the U.K. have also received claims alleging personal injury arising from exposure to asbestos. To date, 1,052 claims have been brought against our U.K. subsidiaries of which 290 remained open as of December 31, 2013. None of the settled claims have resulted in material costs to us. The following table summarizes our asbestos-related liabilities and assets for our U.K. subsidiaries based on open (outstanding) claims and our estimate for future unasserted claims through 2027:

The liability estimates are based on a U.K. House of Lords judgment that pleural plaque claims do not amount to a compensable injury and accordingly, we have reduced our liability assessment. If this ruling is reversed by legislation, the total asbestos liability recorded in the U.K would increase to approximately $52,400, with a corresponding increase in the asbestos-related asset.

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 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 March 10, 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. The settlement agreement is subject to bankruptcy court approval, which approval has been requested by our client and is pending. Our client's claims estimation motion has been adjourned and will be withdrawn against us upon approval of the agreement of the bankruptcy court. 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. Upon bankruptcy court approval of the agreement with our client, we intend to vigorously pursue our claims for the $14,800 in project claims and for the cost of the new work against the turbine and erection contractors.

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

In November 2012, we commenced arbitration in India against our client seeking collection of unpaid receivables in excess of £52,000 (approximately $86,000 based on the exchange rate in effect as of December 31, 2013), arising from services performed on a reimbursable basis for our client in connection with our client's grass roots refinery and petrochemicals project in northeastern India. Our client rejected the claims and notified us of various potential counterclaims that it may be asserting in the arbitration, purportedly totaling in excess of £55,000 (approximately $90,900 based on the exchange rate in effect as of December 31, 2013). In June 2013, we submitted our detailed statement of claim, and in July 2013 our client submitted its detailed statement of defense and counterclaim. The amount of the counterclaim was increased to approximately £620,000 (approximately $1,024,900 based on the exchange rate in effect as of December 31, 2013) in damages, including among other claims a claim for lost profits due to delay in the execution of the project. The counterclaim concerns a number of alleged issues arising in connection with our execution of the engineering, procurement, and construction management scope of our contract, from the period from contract award until the subsequent transfer by our client of our remaining engineering, procurement and construction management scope to certain lump sum turnkey contractors hired directly by our client. Our client further contends that we are

liable for delays to the project and has withheld payment on account of delay liquidated damages and, out of the total claim of £620,000 (approximately $1,024,900 based on the exchange rate in effect as of December 31, 2013) cited above, is seeking damages for lost profits in the amount of £555,000 (approximately $917,500 based on the exchange rate in effect as of December 31, 2013). We strongly dispute these contentions. Any liability for delay damages is capped under the contract at a specified percentage of our contract value, currently equivalent to approximately £11,500 (approximately $19,000 based on the exchange rate in effect as of December 31, 2013), an amount already retained by our client. The contract also excludes liability for consequential damages, including lost profits, and contains an overall cap on liability for claims in the aggregate of up to a specified percentage of our contract value, currently equivalent to approximately £28,800 (approximately $47,600 based on the exchange rate in effect as of December 31, 2013). The unpaid amount for which we are seeking reimbursement in the arbitration may increase should our client continue to withhold amounts from our invoices, as the project is still in execution. The arbitration panel has been formed. Our client moved to dismiss the arbitration as premature under the terms of the contract, and we opposed that motion. The motion was 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 $35,700 based on the exchange rate in effect as of December 31, 2013). 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.

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.

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.

	Quarters Ended

	December 31, 2013			September 30, 2013		June 30, 2013		March 31, 2013
Operating revenues	$	851,073		$	801,826	$	863,407	$	790,144
Contract profit		132,530			153,466		153,607		119,446
Selling, general and administrative expenses		92,028			85,521		89,801		90,332
(Loss)/income from continuing operations attributable to Foster Wheeler AG		(37,171	)		48,853		68,316		16,904
(Loss)/earnings per share from continuing operations:
Basic	$	(0.38	)	$	0.50	$	0.68	$	0.16
Diluted	$	(0.38	)	$	0.50	$	0.68	$	0.16
Shares outstanding:
Basic weighted-average number of shares outstanding		98,732,423			98,172,200		100,001,580		104,386,669
Effect of dilutive securities		—			431,386		253,172		253,330

Diluted weighted-average number of shares outstanding		98,732,423			98,603,586		100,254,752		104,639,999

	Quarters Ended

	December 31, 2012⁽¹⁾		September 30, 2012		June 30, 2012		March 31, 2012⁽²⁾
Operating revenues	$	730,046	$	797,296	$	936,462	$	927,590
Contract profit		156,807		154,220		138,933		140,083
Selling, general and administrative expenses		88,150		77,495		85,289		83,141
Income from continuing operations attributable to Foster Wheeler AG		18,637		58,667		30,421		41,490
Earnings per share from continuing operations:
Basic	$	0.18	$	0.55	$	0.29	$	0.38
Diluted	$	0.18	$	0.55	$	0.29	$	0.38
Shares outstanding:
Basic weighted-average number of shares outstanding		105,552,630		107,065,999		107,840,679		107,774,203
Effect of dilutive securities		418,228		253,963		2,576		107,604

Diluted weighted-average number of shares outstanding		105,970,858		107,319,962		107,843,255		107,881,807

(Loss)/income from continuing operations attributable to Foster Wheeler AG for the fourth quarter in the above table includes the following pre-tax amounts:

	Quarters Ended

	December 31, 2013		December 31, 2012
Net increase/(decrease) in contract profit from the regular revaluation of final estimated contract profit revisions:⁽¹⁾
Global E&C Group	$	9,700	$	(1,600	)
Global Power Group		13,000		14,900

Total	$	22,700	$	13,300

Net asbestos-related provisions:⁽²⁾
Global E&C Group	$	—	$	700
C&F Group		40,000		22,100

Total	$	40,000	$	22,800

Charges for severance-related postemployment benefits:
Global E&C Group	$	1,000	$	800
Global Power Group		13,000		900
C&F Group		—		300

Total	$	14,000	$	2,000

Charge for equity interest investment impairment in our Global E&C Group⁽³⁾	$	22,400	$	—
Charges for facility shutdown costs in our Global Power Group⁽⁴⁾	$	2,100	$	—

The following are the main classes of assets and liabilities that were associated with our discontinued operations as of December 31, 2012:

Operating revenues related to our discontinued operations, which were exclusively in the U.S., were $17,053, $23,241 and $22,621 in 2013, 2012 and 2011, respectively.

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 share" or "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 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 ("ADSs") representing such number of AMEC shares, less any taxes required to be withheld.

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 fuller description of the Offer, see our Current Report on Form 8-K filed on February 13, 2014.

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.

Foster Wheeler AG

Schedule II: Valuation and Qualifying Accounts

(amounts in thousands)

The following unaudited reconciliations summarise the material adjustments which reconcile Foster Wheeler's unaudited consolidated profit for the six months ended 30 June 2014, consolidated total equity as at 30 June 2014 and consolidated balance sheet as at 30 June 2014 and Foster Wheeler's audited consolidated profit for each of the years ended 31 December 2013, 2012 and 2011, consolidated total equity as at 31 December 2013, 2012 and 2011 to those which would have been reported had Foster Wheeler applied the accounting policies applied by AMEC in the preparation of its unaudited consolidated financial statements for the six months ended 30 June 2014 and its audited consolidated financial statements for the years ended 31 December 2013, 2012 and 2011, respectively.

Unaudited Reconciliation of Foster Wheeler's Consolidated Profit for the Six Months ended 30 June 2014 and the Three Years ended 31 December 2013, 2012 and 2011

	Six months ended 30 June 2014			Year ended 31 December

	Six months ended 30 June 2014			2013			2012			2011
	($ millions)
Consolidated profit for the year attributable to Foster Wheeler as reported by Foster Wheeler⁽¹⁾		102.7			97.2			136.0			162.4
Adjusted for differences from AMEC accounting policies:
Revenue recognition⁽²⁾		3.2			(2.3	)		(3.8	)		(6.0	)
Asbestos-related claims⁽³⁾		(24.2	)		75.2			(22.8	)		(51.3	)
Defined benefit pension scheme expense, net⁽⁴⁾		(4.2	)		9.7			(2.2	)		32.7
Share based compensation⁽⁵⁾		(0.5	)		(1.4	)		(0.2	)		1.5
Gain on sale and leaseback⁽⁶⁾		(2.1	)		(4.1	)		(4.1	)		(4.2	)
Redundancy⁽⁷⁾		(15.0	)		15.0			—			—
Lease classification⁽⁸⁾		0.5			0.7			—			—
Taxation⁽⁹⁾		0.2			10.6			9.3			0.1

Consolidated profit for the year attributable to Foster Wheeler under AMEC accounting policies		60.6			200.6			112.2			135.2

Notes:

(1): The consolidated profit of Foster Wheeler for the six months ended 30 June 2014 has been extracted from the Foster Wheeler quarterly report on Form 10-Q dated 7 August 2014. The consolidated profit of Foster Wheeler for the years ended 31 December 2013, 2012 and 2011 has been extracted from the Foster Wheeler consolidated financial statements included within the respective Form 10-K.
(2): Revenue recognition: Foster Wheeler has a different revenue recognition policy on lump sum work and cost reimbursable work compared to AMEC. Foster Wheeler's policy is based on physical progress of a contract; however, AMEC's policy is to recognise revenue in proportion to the stage of completion of a contract, assessed by reference to costs incurred to date as a percentage of total forecast costs.
(3): Asbestos-related claims: Under AMEC's IFRS accounting policies, the provision for asbestos claims is extended from a forecast for the next 15 years used under Foster Wheeler US GAAP policies to 37 years and is discounted back to a net present value using a US Treasury yield curve discount rate. Additionally, the adjustment above includes the reversal of the amount previously expensed by Foster Wheeler for the six months ended 30 June 2014 and the years ended 31 December 2013, 2012 and 2011 within the respective Form 10-Q or Form 10-K.

(4): Defined benefit pension scheme expense, net: Under US GAAP, actuarial gains and losses are amortised into the income statement. Under IFRS, such amounts remain within other comprehensive income.

Foster Wheeler recognises an expected return on plan assets within its periodic pension cost in the income statement and a charge for the interest cost on the projected benefit obligation. Under IFRS, a net interest charge is calculated based on multiplying the net defined benefit liability/(asset) by the discount rate.
(5): Share based compensation: Under IFRS, a graded vesting method has been applied in accordance with AMEC policy to the share-based compensation charge as opposed to the straight line methodology under US GAAP.
(6): Gain on Sale and Leaseback: Under US GAAP, a credit is recognised in the income statement in respect of the amortisation on the gain on sale and leaseback relating to prior years. Under IFRS, this would have been all recognised immediately in the income statement at the time of the sale and leaseback transaction, and thus the amortisation needs to be reversed.
(7): Redundancy Global Power Group: As reported in Foster Wheeler's annual report filed on Form 10-K dated 27 February 2014 a provision of $17 million has been recorded by Foster Wheeler for redundancy costs in the Global Power Group. This provision has been expensed under US GAAP however, under IFRS, due to the stage of communication and advancement of this process at 31 December 2013, the required recognition criteria had not been met in respect of $15 million of this provision at 31 December 2013 and $15 million has instead been expensed in the six months ended 30 June 2014, as the required criteria has been met.
(8): Lease classification: Under US GAAP, a lease has been classified as an operating lease (where Foster Wheeler is the lessor) and the respective property, plant and equipment was capitalised. Under IFRS, this operating lease has been determined to be a finance lease (with Foster Wheeler as the lessor) and the property, plant and equipment has been derecognised and replaced with a finance lease receivable. The $0.5 million and $0.7 million adjustment reflects the difference between the US GAAP revenue and depreciation and the IFRS finance income, for the six months ended 30 June 2014 and annual period ended 31 December 2013, respectively.
(9): Taxation: The taxation adjustments relate to the IFRS taxation accounting in respect of the adjustments highlighted above.

Unaudited Reconciliation of Foster Wheeler's Consolidated Total Equity as at 30 June 2014 and 31 December 2013, 2012 and 2011

				As at 31 December

	As at 30 June 2014			As at 31 December
	As at 30 June 2014			2013			2012			2011
	($ millions)
Consolidated total equity as reported by Foster Wheeler⁽¹⁾		868.7			784.2			757.4			735.7
Adjusted for differences from AMEC accounting policies:
Non-current assets
Land, buildings and equipment, net⁽²⁾		(28.8	)		(30.6	)		—			—
Asbestos-related insurance recovery⁽³⁾		(8.0	)		(8.0	)		(7.0	)		(9.0	)
Other assets⁽²⁾⁽⁴⁾		(10.8	)		(10.4	)		(43.7	)		(45.6	)
Deferred tax assets⁽⁴⁾		24.1			20.1			15.0			33.7

		(23.5	)		(28.9	)		(35.7	)		(20.9	)

Current assets
Prepaid, deferred and refundable income taxes⁽⁴⁾		(26.7	)		(32.7	)		(33.1	)		(43.0	)
Current liabilities
Billings in excess of costs and estimated earnings on uncompleted contracts⁽⁵⁾		1.0			(2.3	)		(3.8	)		(6.0	)
Income taxes payable⁽⁴⁾		5.2			5.0			—			—

		6.2			2.7			(3.8	)		(6.0	)

Non-current liabilities
Deferred tax liabilities⁽⁴⁾		11.3			11.3			15.6			15.1
Pension, post-retirement and other employee benefits⁽⁶⁾		(29.0	)		15.0			—			—
Asbestos-related liability⁽⁷⁾		29.0			(54.0	)		(114.0	)		(125.5	)
Other long-term liabilities⁽⁸⁾		29.2			30.5			34.3			37.0

		40.5			2.8			(64.1	)		(73.4	)

Consolidated total equity of Foster Wheeler under AMEC accounting policies		865.2			728.1			620.7			592.4

Notes:

(1): The consolidated total equity of Foster Wheeler as at 30 June 2014 has been extracted from the Foster Wheeler quarterly report on Form 10-Q dated 7 August 2014. The consolidated total equity of Foster Wheeler as at 31 December 2013, 2012 and 2011 have been extracted from the Foster Wheeler consolidated financial statements included within Foster Wheeler's annual report filed on Form 10-K dated 27 February 2014.
(2): Land, buildings and equipment net: Under US GAAP, a lease has been classified as an operating lease (where Foster Wheeler is the lessor) and the respective property, plant and equipment was capitalised. Under IFRS, this operating lease has been determined to be a finance lease (with Foster Wheeler as the lessor) and the property, plant and equipment has been derecognised and replaced with a finance lease receivable included within 2014 and 2013 other assets in the above reconciliation.
(3): Asbestos-related insurance recovery: Under US GAAP the insurance recovery is not discounted. To conform with IFRS and AMEC accounting policies the insurance recovery reported has been discounted.
(4): Other assets: Under US GAAP a deferred taxation charge has been recognised within other assets. To conform with IFRS and AMEC policies this amount has been re-classified to deferred tax assets and deferred tax liabilities. The taxation of adjustments relate to the IFRS taxation

accounting in respect of the adjustments highlighted above. Further, there is no current year equity impact associated with the removal of the investment tax credit deferred tax liability of $4 million as the amount has been recorded through retained earnings as it would have been taken to the income statement in the year it occurred, 2009.

(5): Billings in excess of cost: Foster Wheeler has a different revenue recognition policy on lump sum work and cost reimbursable work compared to AMEC. Foster Wheeler's policy is based on physical progress of a contract; however, AMEC's policy is to recognise revenue in proportion to the stage of completion of a contract, assessed by reference to costs incurred to date as a percentage of total forecast costs.
(6): Pension, post-retirement and other employee benefits: As reported in Foster Wheeler's annual report filed on Form 10-K dated 27 February 2014 a provision of $17 million has been recorded by Foster Wheeler for redundancy costs in the Global Power Group. This provision has been expensed under US GAAP however, under IFRS, due to the stage of communication and advancement of this process at 31 December 2013, the required recognition criteria had not been met in respect of $15 million of this provision at 31 December 2013. In the six months ended 30 June 2014, the required criteria had been met and the provision of $15 million was recorded and subsequently paid, therefore, no impact as of 30 June 2014. The adjustment of $29 million in the six months ended 30 June 2014 relates to the increase in the estimated net pension liability of Foster Wheeler. This adjustment has arisen due to the revaluation of the assets in the various pension scheme as at 30 June 2014, in accordance with IFRS however, the assets are not subject to revaluation as of 30 June 2014 under US GAAP by Foster Wheeler.
(7): Asbestos-related liability: Under AMEC's IFRS accounting policies, the provision for asbestos claims is extended from a forecast for the next 15 years used under Foster Wheeler US GAAP policies to 37 years and is discounted back to a net present value using a US Treasury yield curve discount rate.
(8): Other long-term liabilities: Under US GAAP deferred gains on certain sale and leaseback transactions were deferred for future periods. Under IFRS and AMEC accounting policies such gains would have been recognised in full at the date of the transaction and therefore the adjustment above is to reverse the deferred gains within Foster Wheeler's annual report filed on Form 10-K dated 27 February 2014 and Foster Wheeler's quarterly report on Form 10-Q dated 7 August 2014.

Unaudited Reconciliation of Foster Wheeler's Consolidated Balance Sheet as at 30 June 2014

	Balance sheet as reported by Foster Wheeler

	($ millions, except share data and per share amounts)
Assets
Current Assets:
Inventory⁽¹⁾		—	—		14.4		14.4
Cash and cash equivalents⁽²⁾		518.5	37.3		—		555.8
Accounts and notes receivable, net:
Trade		688.3	—		—		688.3
Other⁽¹⁾		75.3	—		24.5		99.8
Contracts in process		201.7	—		—		201.7
Prepaid, deferred and refundable income taxes⁽³⁾		54.1	(26.7	)	—		27.4
Other current assets⁽¹⁾		38.9	—		(38.9	)	—

Total current assets		1,576.8	10.6		—		1,587.4

Land, buildings and equipment, net⁽⁴⁾		270.9	(28.8	)	—		242.1
Restricted cash⁽²⁾		37.3	(37.3	)	—		—
Notes and accounts receivable—long term⁽⁵⁾		14.5	—		(14.5	)	—
Investments in and advances to unconsolidated affiliates		166.7	—		—		166.7
Goodwill		172.1	—		—		172.1
Other tangible assets, net		107.2	—		—		107.2
Asbestos-related insurance recovery receivable⁽⁵⁾		116.8	(8.0	)	(108.8	)	—
Other assets⁽³⁾⁽⁴⁾		149.2	(10.8	)	123.3		261.7
Deferred tax assets⁽³⁾		48.1	24.2		—		72.3

Total Assets		2,659.6	(50.1	)	—		2,609.5



Liabilities, Temporary Equity and Equity Current Liabilities:
Current instalments on long-term debt		16.4	—		—		16.4
Accounts payable⁽⁹⁾		278.1	14.7		258.2		551.0
Accrued expenses		258.2	—		(258.2	)	—
Billings in excess of costs and estimated earnings on uncompleted contracts⁽⁶⁾		539.7	(1.0	)	—		538.7
Income taxes payable⁽³⁾		45.5	(5.2	)	—		40.3

Total current liabilities		1,137.9	8.5		—		1,146.4

Long-term debt		102.5	—		—		102.5
Deferred tax liabilities⁽³⁾		41.7	(11.3	)	—		30.4
Pensions, post-retirement and other employee benefits		106.0	29.0		—		135.0
Asbestos-related liability⁽⁷⁾		241.9	(29.0	)	—		212.9
Other long-term liabilities⁽⁸⁾		146.2	(29.2	)	—		117.0

Total Liabilities		1,776.2	(32.0	)	—		1,744.2



Temporary Equity:
Non-vested share-based compensation awards subject to redemption⁽⁹⁾		14.7	(14.7	)	—		—

Total Temporary Equity		14.7	(14.7	)	—		—

other current assets of Foster Wheeler were reclassified to their respective separate balance sheet accounts under AMEC accounting policies.

(2)

Cash: In accordance with AMEC accounting policies, restricted cash of $37.3 million has been reclassified to cash and cash equivalents.

(3)

Taxation: Under IFRS, AMEC has re-allocated $(26.7) million of the current deferred tax asset recorded by Foster Wheeler to the following categories:

•

$15.5 million—Non-current deferred tax assets

•

$5.2 million—Current tax payable

•

$7.3 million—Non-current deferred tax liabilities

•

$(1.3) million—Other long term liabilities

This adjustment has been made in order to reflect the impact of jurisdictional netting of current and deferred tax balances and reflecting all deferred tax balances as non-current in line with IFRS.

A provision for unrealised profit is held on the Foster Wheeler consolidated balance sheet. This relates to the intercompany transfer of IP in respect of technology and the Foster Wheeler trade name in 2000. Under US GAAP, a deferred tax asset of $40.8 million is held in respect of this provision at the US tax rate and is disclosed within other assets. Under IFRS, the deferred tax asset would be recognised at the tax rate of the acquiring entity and disclosed within deferred tax assets. Accordingly an asset of $(40.8) million has been removed from other assets and a deferred tax asset of $6.7 million has been recognised and disclosed within deferred tax assets.

A net increase in deferred tax assets of $2.0 million has been recognised in respect of deferred tax adjustments on other US GAAP to IFRS adjustments. The $2.0 million, the $15.5 million and the $6.7 million noted above total to the $24.2 million deferred tax assets adjustment in the above table.

Under US GAAP Foster Wheeler has been spreading the benefit associated with an investment tax credit over the 20 year life of the asset by carrying a deferred tax liability in the balance sheet. As of 30 June 2014 the deferred tax liability held on the balance sheet was $4 million. Under IFRS this credit would be taken through the income statement in the year it occurred. As such, the $4 million has been removed from deferred tax liabilities. The $4.0 million plus the $7.3 million highlighted above total to the $11.3 million in the above table.

(4)

Lease classification: Under US GAAP, a lease has been classified as an operating lease (where Foster Wheeler is the lessor) and the respective property, plant and equipment was capitalised. Under IFRS, this operating lease has been determined to be a finance lease (with Foster Wheeler as the lessor) and the property, plant and equipment has been derecognised and replaced with a finance lease receivable.

(5)

Asbestos-related insurance recovery: Under US GAAP the insurance recovery is not discounted. To conform with IFRS and AMEC accounting policies the insurance recovery receivable reported has been discounted. Further to align the FW balance sheet, these amounts have been reclassed to other assets.

(6)

Billings in excess of cost: Foster Wheeler has a different revenue recognition policy on lump sum work and cost reimbursable work compared to AMEC. Foster Wheeler's policy is based on physical progress of a contract; however, AMEC's policy is to recognise revenue in proportion to the stage of completion of a contract, assessed by reference to costs incurred to date as a percentage of total forecast costs. Consequently, an adjustment arises to the liability for billings in excess of costs and estimated earnings on uncompleted contracts.

(7)

Asbestos: US GAAP provision 15 year outlook and not discounted under Foster Wheeler's policies in accordance with Financial Accounting Standard 5 (FAS5). AMEC has applied a risk free discount rate to the provision, which is updated annually and extended the 15 year outlook to 37 years.

(8)

Other long-term liabilities: Under US GAAP deferred gains on certain sale and leaseback transactions were deferred for future periods. Under IFRS and AMEC's accounting policies such gains would have been recognised in full at the date of the transaction and therefore the adjustment above is to reverse the deferred gains within Foster Wheeler's unaudited consolidated balance sheet as at 31 March 2014.

(9)

Non-vested share-based compensation awards subject to redemption: The non-vested share-based compensation awards subject to redemption are presented above as a component of accounts payable in accordance with AMEC's accounting policies.

Amec Foster Wheeler plc
Old Change House
128 Queen Victoria Street
London EC4V 4BJ
United Kingdom

A-FW International Investments GmbH
c/o Foster Wheeler AG
Lindenstrasse 10
6340 Baar
Switzerland

Dear Members of the Board/Management Board of Amec Foster Wheeler plc, Foster Wheeler AG, A-FW International Investments GmbH and AMEC International Investments B.V.:

Foster Wheeler AG ("Foster Wheeler") and Amec Foster Wheeler plc ("AMFW", together with Foster Wheeler, the "Parties") are parties to the Implementation Agreement dated 13 February 2014 (as amended, the "Implementation Agreement") relating to the acquisition by AMFW of the outstanding registered share capital, par value CHF 3.00 per share, of Foster Wheeler (the "Foster Wheeler Shares"). Pursuant to the Implementation Agreement, AMFW, through its wholly owned subsidiary, AMEC International Investments B.V. ("AMEC International"), commenced an exchange offer on 7 October 2014 to acquire the Foster Wheeler Shares (the "Offer"). Pursuant to the Offer, tendering Foster Wheeler shareholders were offered the option to elect to receive for each outstanding Foster Wheeler Share validly tendered and not properly withdrawn in the Offer (i) $32.00 in cash or (ii) 1.7996 of AMFW securities, in the form of either ordinary shares, par value £0.50 per share, of AMFW ("AMFW Shares"), or American Depositary Shares representing such number of AMFW Shares ("AMFW ADSs")) for each Foster Wheeler Share held, subject in each case to proration and less any taxes required to be withheld.

Upon completion of the Offer on 12 November 2014, AMFW indirectly acquired approximately 95.275% of the outstanding Foster Wheeler Shares. AMEC International is entering into the merger agreement with Foster Wheeler and A-FW International Investments GmbH, a wholly owned subsidiary of AMEC International ("Swiss MergeCo") (the "Merger Agreement"), to complete the acquisition of Foster Wheeler through a squeeze-out merger in accordance with Swiss law (the "Squeeze-Out Merger"). Following approval of the Squeeze-Out Merger, Foster Wheeler shareholders will receive for each Foster Wheeler Share held, a combination of $16.00 in cash and either (i) 0.8998 AMFW Shares

if the shareholder's address on the books and records of Foster Wheeler is outside the United States of America, or (ii) 0.8998 AMFW ADSs, each AMFW ADS representing one (1) AMFW Share, if the shareholder's address on the books and records of Foster Wheeler is in the United States of America. Additionally, the cash portion of the consideration that each Foster Wheeler shareholder will receive will be increased by an amount corresponding to the cash dividend of £0.148 announced by AMFW on 7 August 2014, as converted into USD based on the reference rates to be published by the European Central Bank on 5 January 2015, or, if the cash dividend is paid on another date, on such other date, for each AMFW Share or AMFW ADS that a Foster Wheeler shareholder receives (such dividend, together with the cash and securities to be distributed pursuant to the Merger Agreement to the Foster Wheeler shareholders is referred to herein as the "Aggregate Consideration"). The terms and conditions of the Squeeze-Out Merger are more fully set forth in the Merger Agreement.

You have asked for us to provide our opinion as to whether the Aggregate Consideration to be received by the Foster Wheeler shareholders in the Squeeze-Out Merger pursuant to the Merger Agreement is fair, from a financial point of view, to the Foster Wheeler shareholders. We have prepared this fairness opinion according to the standards typically applied to Fairness Opinions in mergers governed by Swiss takeover and merger law.

In connection with preparing our opinion and performing our related financial analyses, among other things, we:

For purposes of our analysis and opinion, we have assumed and relied upon, without undertaking any independent verification of, the accuracy and completeness of all of the information publicly available, and all of the information supplied or otherwise made available to, discussed with, or reviewed by us, and we assume no liability therefor. With respect to the projected financial data relating to the Parties referred to above, we have assumed that they have been reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management team providing such information under the alternative business assumptions reflected therein. We express no view as to any projected financial data relating to AMFW or Foster Wheeler or the assumptions on which they are based.

For purposes of rendering our opinion, we have assumed, in all respects material to our analysis, that the parties to the Merger Agreement will perform all of the covenants and agreements required to be performed by it under the Merger Agreement and that all conditions to the consummation of the Squeeze-Out Merger will be satisfied without material waiver or modification thereof. We have further assumed that all governmental, regulatory or other consents, approvals or releases necessary for the consummation of the Squeeze-Out Merger will be obtained without any material delay, limitation, restriction or condition that would have an adverse effect on the consummation of the Squeeze-Out Merger or materially reduce the benefits to the shareholders of Foster Wheeler.

We have not evaluated the solvency or fair value of the Parties under any laws or regulation relating to bankruptcy, insolvency or similar matters. Our opinion is necessarily based upon information made available to us as of the date hereof and financial, economic, market and other conditions as they exist and as can be evaluated on the date hereof. It is understood that subsequent developments may affect this opinion and that we do not have any obligation to update, revise or reaffirm this opinion.

We have not been asked to pass upon, and express no opinion with respect to, any matter relating to the Squeeze-Out Merger other than the fairness of the Aggregate Consideration to be received by the holders of the Foster Wheeler Shares, from a financial point of view. We do not express any view on, and our opinion does not address, the fairness of the Squeeze-Out Merger to, or any consideration received in connection therewith by, the holders of any other securities other than the Foster Wheeler Shares, creditors or other constituencies of Foster Wheeler, nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of Foster Wheeler, or any class of such persons, whether relative to the Aggregate Consideration or otherwise. Our opinion does not address the relative merits of the Squeeze-Out Merger as compared to other business or financial strategies that might be available to Foster Wheeler, nor does it address the underlying business decision of Foster Wheeler to engage in the Squeeze-Out Merger. This letter, and our opinion, do not constitute a recommendation to the Boards of AMFW or Foster Wheeler or to any other persons in respect of the Squeeze-Out Merger, including as to how any shareholder of Foster Wheeler should act in respect of the Squeeze-Out Merger. We express no opinion herein as to the price at which shares of AMFW or Foster Wheeler will trade at any time. We are not legal, regulatory, accounting or tax experts and have assumed the accuracy and completeness of assessments by the Parties and their advisors with respect to legal, regulatory, accounting and tax matters.

IFBC is acting as an independent fairness opinion provider to the Boards/Management Boards of each party named on the cover page of this opinion letter in connection with the Squeeze-Out Merger and will receive usual market-rate fees for its services, payable following completion of our fairness opinion analysis. IFBC does not receive any compensation that depends on the statements in this fairness opinion or in relation to the successful completion of the Squeeze-Out Merger.

This letter, and the opinion expressed herein is addressed to, and for the information and benefit of, the Boards/Management Boards of each of AMFW, Foster Wheeler, AMEC International and Swiss MergeCo in connection with their evaluation of the proposed Squeeze-Out Merger. This opinion letter may not be used for any other purpose without our prior written consent, except that AMFW, Foster Wheeler, AMEC and Swiss MergeCo may include and/or reproduce and/or disclose and/or make reference to and/or make available to their shareholders and quotaholders this opinion letter in, or together with, their Swiss merger report pursuant to article 14 of the Swiss Merger Act, in a proxy statement prepared in accordance with the requirements of Regulation 14A of the US Securities Exchange Act of 1934 which is filed with the US Securities and Exchange Commission and/or distributed or made available to Foster Wheeler shareholders or in any other document or notice in connection with the Squeeze-Out Merger (including the notices of inspection rights pursuant to article 16 para. 4 of the Swiss Merger Act). If an information statement prepared in accordance with the requirements of Regulation 14C of the US Securities Exchange Act of 1934 is required under

applicable law or regulation in order to consummate the Squeeze-Out Merger, the foregoing shall apply to such information statement.

The issuance of this opinion letter has been approved by an Opinion Committee of IFBC.

Based upon and subject to the foregoing, it is our opinion that, as of the date hereof, the Aggregate Consideration to be received by the shareholders of Foster Wheeler in the Squeeze-Out Merger is fair, from a financial point of view to such shareholders.


DESCRIPTION OF AMFW AMERICAN DEPOSITARY SHARES		385
COMPARISON OF SHAREHOLDERS' RIGHTS		397
INTERESTS OF FOSTER WHEELER, AMEC INTERNATIONAL INVESTMENTS BV AND AMFW AND THEIR DIRECTORS AND OFFICERS		420
MARKET PRICE AND DIVIDEND DATA		427
LEGAL MATTERS		430
EXPERTS		431
ADDITIONAL INFORMATION FOR SECURITY HOLDERS		432
SERVICE OF PROCESS AND ENFORCEABILITY OF CIVIL LIABILITIES UNDER US SECURITIES LAWS		433
CERTAIN DEFINED TERMS		434
INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS OF AMFW		F-1
INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS OF FOSTER WHEELER		F-91
INDEX TO THE RECONCILIATION OF FOSTER WHEELER'S FINANCIAL INFORMATION		F-271
FAIRNESS OPINION OF IFBC		D-1

Event		Calendar date

Record date for participation in the Foster Wheeler EGM		15 December 2014
End of inspection period for documents relating to the Squeeze-Out Merger		18 January 2015
Foster Wheeler EGM		9:00 a.m. Zug time, 19 January 2015
Swiss MergeCo meeting of quotaholders		19 January 2015

	Year ended 31 December

	2013E		2014E
	($ millions, except ratio data) (unaudited)
Scope Backlog
E&C		3,230		3,790
Global Power Group		731		829
Scope Backlog		3,961		4,619

	EV/EBITDA

	2013		2014E		2015E
Foster Wheeler Peer Group		8.8x		8.9x		7.4x
AMFW Peer Group		8.9x		9.3x		7.4x

	Trading Multiples

	Trading Multiples						Transaction Multiples
	FY2013		FY2014		FY2015		Transaction Multiples
	$
Foster Wheeler (based on historical data and AMFW's senior management estimates)		22.95		27.66		24.78		21.99
AMFW (after extraordinary dividend pay-out, based on historical data and AMFW's senior management estimates)		16.02		16.52		12.39		14.92


Amec Foster Wheeler Old Change House 128 Queen Victoria Street London EC4V 4BJ United Kingdom +44 (0) 20 7429 7500 Attention: Investor Relations www.amecfw.com		Foster Wheeler 53 Frontage Road P.O. Box 9000 Hampton, NJ 08827 9000 United States +1 (908) 730 4000 Attention: Corporate Secretary www.fwc.com		Foster Wheeler Lindenstrasse 10 6340 Baar, Switzerland +41 41 748 4320 www.fwc.com


QUESTIONS AND ANSWERS ABOUT THE SQUEEZE-OUT MERGER AND THE OFFER		1
SUMMARY		9
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF AMFW		16
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF FOSTER WHEELER		18
SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION		20
COMPARATIVE HISTORICAL AND PRO FORMA SHARE INFORMATION		25
COMPARATIVE MARKET INFORMATION		28
EXCHANGE RATE INFORMATION		30
RISK FACTORS		31
PRESENTATION OF CERTAIN FINANCIAL AND OTHER INFORMATION		57
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		65
RECENT DEVELOPMENTS OF AMFW AND FOSTER WHEELER		66
INDICATIVE TIMETABLE		68
BACKGROUND TO AND REASONS FOR THE SQUEEZE-OUT MERGER		69
THE SQUEEZE-OUT MERGER		96
MATERIAL AGREEMENTS		99
INFORMATION ABOUT SWISS MERGECO		108
INFORMATION ABOUT AMEC INTERNATIONAL INVESTMENTS BV		109
INFORMATION ABOUT AMFW		110
OPERATING AND FINANCIAL REVIEW OF AMFW		156
INFORMATION ABOUT FOSTER WHEELER		180
OPERATING AND FINANCIAL REVIEW OF FOSTER WHEELER		200
MANAGEMENT OF AMEC INTERNATIONAL INVESTMENTS BV AND AMFW		270
REMUNERATION OF AMFW'S DIRECTORS AND SENIOR MANAGEMENT		292
REMUNERATION PAID BY FOSTER WHEELER		313
RELATED PARTY TRANSACTIONS		334
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL HOLDERS, DIRECTORS AND MANAGEMENT OF AMFW		335
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL HOLDERS AND MANAGEMENT OF FOSTER WHEELER		339
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION		342
MATERIAL TAX CONSEQUENCES		368
DESCRIPTION OF AMFW SHARES AND ARTICLES OF ASSOCIATION		376

	Projections provided to Goldman Sachs and J.P. Morgan

	Year ending 31 December
	2014		2015		2016		2017		2018		2019		2020		2021		2022
	($ millions) (unaudited)
Adjusted EBITDA from continuing operations		310		396		444		478		511		546		555		592		629
Less: Asbestos provision		8		8		8		8		8		8		8		8		8
Less: Interest expense		11		13		12		8		8		8		8		8		8
Less: Depreciation and amortisation		58		58		58		58		58		58		58		58		58
Less: Provision for income taxes		59		81		93		102		108		117		119		126		134
Income from continuing operations attributable to Foster Wheeler AG		174		237		273		302		329		355		362		392		421

Income/(loss) from discontinued operations attributable to Foster Wheeler AG		3		—		—		—		—		—		—		—		—

Net Income attributable to Foster Wheeler AG		177		237		273		302		329		355		362		392		421

	2014

	($ millions, unless otherwise stated)
Revenue		3,298		3,631		3,802		3,944		4,095		4,252		4,394		4,559		4,716
Adj. EBITDA⁽¹⁾		310		396		444		478		511		546		555		592		629
Cashflow conversion rate⁽²⁾		78.3	%	74.0	%	72.4	%	70.9	%	69.0	%	68.7	%	68.3	%	68.7	%	69.2	%
Unlevered free cash flow		242		293		322		399		353		375		379		406		435

			Multiples Analysis

	Discounted Cash Flow Analysis		Trading Multiples		Transaction Multiples
	$
Implied Value Range of a Foster Wheeler Share		25.63 - 29.41		22.95 - 27.66		21.99
Implied Value Range of the Aggregate Consideration ($16.21 after extraordinary dividend pay-out plus 0.8998 AMFW shares)		31.39 - 35.39		27.35 - 31.07		29.64

Premium of the Aggregate Consideration compared to the Value of a Foster Wheeler Share (%)	Foster Wheeler Share value based on DCF valuation ($27.38 as of 8 December 2014)

	%
Aggregate Consideration based on Closing Price of an AMFW share ($28.26 as of 5 December 2014)		3.21
Aggregate Consideration based on 60-day VWAP of an AMFW share ($30.29 as of 5 December 2014)		10.63
Aggregate Consideration based on DCF valuation of an AMFW share ($33.17 as of 8 December 2014)		21.15


Bluewater		ExxonMobil
BG		GDF SUEZ
BP		Marine Well Containment Company, or MWCC
ConocoPhillips		National Grid
EDF Energy		Syncrude

	Six months ended 30 June												Year ended 31 December

Revenue and percentage of revenue by market	2013⁽¹⁾						2014						2011⁽¹⁾					2012⁽¹⁾						2013
	(£ millions)			(%)			(£ millions)			(%)			(£ millions)			(%)		(£ millions)			(%)			(£ millions)			(%)
Oil & Gas		1,001			50			867			47			1,375			44		1,918			47			1,997			50
Mining		249			12			205			11			507			16		682			17			493			13
Clean Energy		467			24			542			29			732			23		945			23			956			24
E&I		291			15			270			14			534			17		566			14			564			14

Total excluding Investment Services/ intercompany eliminations		2,008			101			1,884			101			3,148			100		4,111			101			4,010			101
Investment Services/intercompany eliminations		(17	)		(1	)		(26	)		(1	)		(15	)		—		(23	)		(1	)		(36	)		(1	)

Total		1,991			100			1,858			100			3,133			100		4,088			100			3,974			100

Business Segment and Location	Principal Use	Owned/Leased

Talcahuano, Chile	Cogeneration plant-facility site	Leased
Tarragona, Spain	Manufacturing & office	Owned
Varkaus, Finland⁽³⁾	Manufacturing & office	Owned & leased
Xinhui, Guangdong, China⁽⁴⁾	Manufacturing, office & warehouse	Owned & leased

	Nine months ended 30 September						Six months ended 30 June						Year ended 31 December

Number of claims	2013			2014			2013			2014			2011			2012			2013
Open claims at beginning of period		125,310			125,240			125,310			125,240			124,420			124,540			125,310
New claims		3,410			2,780			2,460			1,870			4,670			4,800			4,390
Claims resolved		(3,470	)		(9,260	)		(2,960	)		(2,730	)		(4,550	)		(4,030	)		(4,460	)

Open claims at end of period		125,250			118,760			124,810			124,380			124,540			125,310			125,240
Claims not valued in the liability⁽¹⁾														(103,170	)		(105,130	)		(106,820	)

Open claims valued in the liability at end of period														21,370			20,180			18,420

	Nine months ended 30 September

	2013		2014
	($ thousands, except per share amounts)
Consolidated Statement of Operations Data:
Operating revenues⁽¹⁾		2,455,377		2,445,187
Contract profit⁽¹⁾		426,519		381,332
Selling, general and administrative expenses⁽¹⁾		265,654		245,312
Income attributable to Foster Wheeler AG		134,073		128,101
Earnings per share:
Basic		1.33		1.28
Diluted		1.32		1.27

Net cash provided by/(used in) operating activities⁽²⁾		114,082		(51,256	)

	Nine months ended				Six Months Ended

	30 September 2013		30 September 2014		30 June 2013		30 June 2014
	($ thousands)
New orders, measured in terms of future revenues:
Global E&C Group		2,627,100		2,139,700		1,128,700		1,667,300
Global Power Group		467,100		721,200		289,200		573,900

Total		3,094,200		2,860,900		1,417,900		2,241,200

	Nine months ended 30 September

	2013		2014		$ Change			% Change
	($ thousands)
Africa		52,341		44,558		(7,783	)		(14.9	)
Asia Pacific		612,348		652,952		40,604			6.6
Europe		596,154		542,920		(53,234	)		(8.9	)
Middle East		236,284		398,467		162,183			68.6
North America		729,583		626,939		(102,644	)		(14.1	)
South America		228,667		179,351		(49,316	)		(21.6	)

Total		2,455,377		2,445,187		(10,190	)		(0.4	)

	Nine months ended 30 September

	2013		2014
	($ thousands, unless otherwise stated)
Contract Profit
$ Amount		426,519		381,332
$ Change		—		(45,187	)
% Change		—		(10.6	)%

	Nine months ended 30 September

	2013		2014
	($ thousands, unless otherwise stated)
Net (Loss)/Income Attributable to Non-controlling Interests
$ Amount		3,823		(824	)
$ Change		—		(4,647	)
% Change		—		(121.6	)%

	Year ended 31 December

					2012 vs. 2011								2013 vs. 2012
					2012 vs. 2011						Year ended 31 December 2013		2013 vs. 2012
	2011		2012		$ Change			% Change			Year ended 31 December 2013		$ Change			% Change
	($ thousands)		($ thousands)		($ thousands)			(%)			($ thousands)		($ thousands)			(%)
Operating Revenues
Global E&C Group		3,443,079		2,419,327		(1,023,752	)		(29.7	)		2,512,587		93,260			3.9
Global Power Group		1,015,029		972,067		(42,962	)		(4.2	)		793,863		(178,204	)		(18.3	)

Total		4,458,108		3,391,394		(1,066,714	)		(23.9	)		3,306,450		(84,944	)		(2.5	)

	Nine months ended 30 September

	2013		2014		Change			% Change
	($ thousands)							%
Africa		52,259		44,542		(7,717	)		(14.8	)%
Asia Pacific		369,897		385,217		15,320			4.1	%
Europe		408,172		441,427		33,255			8.1	%
Middle East		231,764		383,261		151,497			65.4	%
North America		592,512		482,499		(110,013	)		(18.6	)%
South America		211,117		155,514		(55,603	)		(26.3	)%

Total		1,865,721		1,892,460		26,739			1.4	%

	Year ended 31 December

	Year ended 31 December				2012 vs. 2011						Year ended 31 December 2013		2013 vs. 2012
	2011		2012		$ Change			% Change			Year ended 31 December 2013		$ Change			% Change
	($ thousands, unless otherwise stated)
Operating Revenues		1,015,029		972,067		(42,962	)		(4.2	)%		793,863		(178,204	)		(18.3	)%
EBITDA		178,233		204,758		26,525			14.9	%		147,227		(57,531	)		(28.1	)%

	As at

	As at				2014 vs. 2013
	31 December 2013		30 September 2014		2014 vs. 2013
	31 December 2013		30 September 2014		Change			% Change
	($ thousands, unless otherwise stated)
Cash and cash equivalents		556,190		447,658		(108,532	)		(19.5	)%
Restricted cash		82,867		60,417		(22,450	)		(27.1	)%

Total		639,057		508,075		(130,982	)		(20.5	)%

	Total

	($ thousands)
Bank issued letters of credit and guarantees		707,800	422,800	165,100	22,500	97,400
Surety bonds		252,700	87,600	100,600	64,500	—

Total commitments		960,500	510,400	265,700	87,000	97,400

Changes (increase or decrease) in assumption	Approximate Change in Liability

	($ millions)
One percentage point change in the inflation rate related to the indemnity and defence costs		17
25 per cent. change in average indemnity settlement amount		40
25 per cent. change in forecasted number of new claims		58

	Pension Plans

	United States						United Kingdom						Other						OPEB Plans
	2011		2012		2013		2011		2012		2013		2011		2012		2013		2011		2012		2013
	(%)
Net periodic benefit cost
Discount rate		5.11		4.03		3.52		5.40		4.80		4.5		5.40		5.38		5.02		3.31		3.44		2.46
Long-term rate of return		7.74		7.45		7.13		6.40		5.30		5.3		6.96		7.02		6.98		N/A		N/A		N/A
Salary growth⁽¹⁾		N/A		N/A		N/A		N/A		N/A		N/A		3.59		2.26		3.19		N/A		N/A		N/A
Projected benefit obligations
Discount rate		4.03		3.52		4.41		4.80		4.50		4.45		5.18		4.47		5.51		3.85		3.28		4.16
Salary growth⁽¹⁾		N/A		N/A		N/A		N/A		N/A		N/A		4.21		2.21		2.55		N/A		N/A		N/A

	Approximate Increase/ (Decrease) on

	Pension Liability			2013 Benefit Cost
	($ thousands)
US pension plan
One-tenth of a percentage point increase in the discount rate		(3,865	)		35
One-tenth of a percentage point decrease in the discount rate		3,933			(39	)
One-tenth of a percentage point increase in the expected return on plan assets		—			(337	)
One-tenth of a percentage point decrease in the expected return on plan assets		—			337

	30 September 2014			Weighted- Average Period for Cost to be Recognised

	($ thousands)
Unrecognised compensation cost
Stock options		843	1,417	1 year
PRSUs		10,869	12,650	2 years
Restricted awards		15,425	18,508	2 years

Total unrecognised compensation cost		27,137	32,575	2 years

Name

Ian McHoul	Director	United Kingdom
Alan Dick	Director	United Kingdom
Gert Stam	Director	Netherlands
Dilian Jansen	Director	Netherlands

Name	Position	Citizenship	Term Expires⁽¹⁾

John Connolly	Chairman of the Board	United Kingdom	April/May 2015
Samir Brikho	Executive Director and Chief Executive	Sweden & Lebanon	—
Ian McHoul	Executive Director and Chief Financial Officer	United Kingdom	—
Linda Adamany	Non-executive Director	United States	May 2016
Neil Carson	Non-executive Director	United Kingdom	May 2017
Colin Day	Non-executive Director	United Kingdom	May 2017
Simon Thompson	Non-executive Director	United Kingdom	April/May 2015
J. Kent Masters⁽²⁾	Non-executive Director	United States	May 2018
Stephanie S. Newby	Non-executive Director	United Kingdom, United States and Australia	May 2018

Name	Position	Citizenship

Samir Brikho	Chief Executive	Sweden & Lebanon
Ian McHoul	Chief Financial Officer	United Kingdom
Simon Naylor	Group President, Americas	United Kingdom
John Pearson	Group President, Europe	United Kingdom
Roberto Penno	Group President, AMEA & Southern Europe	Italy
Gary T. Nedelka	Group President, Global Power Group	United States

	2012

	(£ thousands)
Fees
Statutory fee		1,332	1,422
Non-audit		686	448

Sub total		2,018	1,870
Foster Wheeler Acquisition		—	1,600

Total		2,018	3,470

	2013			Change

	(£)			(%)
Salaries
Samir Brikho		927,000	954,000		2.9
Ian McHoul		515,000	530,000		2.9

	Samir Brikho

	(%)
Bonus measures and targets
Measure
Adjusted EBITA⁽¹⁾		70	55
EBITA additional stretch⁽¹⁾		25	25
Cash conversion—full year		18.75	15
Cash conversion—half year		6.25	5
Other strategic objectives		30	25

Totals		150	125