Foster Wheeler Ltd - Quarterly Report (10-Q)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


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

For the quarterly period ended June 27, 2008


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

For the transition period from to

Commission File Number 001-31305

FOSTER WHEELER LTD.

(Exact name of registrant as specified in its charter)


Bermuda (State or other jurisdiction of incorporation or organization)		22-3802649 (I.R.S. Employer Identification No.)

Perryville Corporate Park
Clinton, New Jersey		08809-4000
(Address of principal executive offices)		(Zip Code)

(908) 730-4000
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer þ		Accelerated filer o		Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller Reporting Company o

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 144,237,852 common shares ($0.01 par value) were outstanding as of July 25, 2008.

FOSTER WHEELER LTD.
INDEX


Part I FINANCIAL INFORMATION

Item 1 – Financial Statements (Unaudited):

Condensed Consolidated Statement of Operations for the Fiscal Quarters and Six Months Ended June 27, 2008 and June 29, 2007

Condensed Consolidated Balance Sheet as of June 27, 2008 and December 28, 2007

Condensed Consolidated Statement of Changes in Shareholders’ Equity for the Fiscal Six Months Ended June 27, 2008 and June 29, 2007

Condensed Consolidated Statement of Comprehensive Income for the Fiscal Quarters and Six Months Ended June 27, 2008 and June 29, 2007

Condensed Consolidated Statement of Cash Flows for the Fiscal Six Months Ended June 27, 2008 and June 29, 2007

Notes to Condensed Consolidated Financial Statements

Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3 – Quantitative and Qualitative Disclosures about Market Risk

Item 4 – Controls and Procedures

Part II OTHER INFORMATION

Item 1 – Legal Proceedings

Item 1A – Risk Factors

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds

Item 3 – Defaults Upon Senior Securities

Item 4 – Submission of Matters to a Vote of Security Holders

Item 5 – Other Information

Item 6 – Exhibits

Signatures
EX-23.1: CONSENT OF ANAYSIS, RESEARCH & PLANNING CORPORATION
EX-23.2: CONSENT OF PETERSON RISK CONSULTING
EX-31.1: CERTIFICATION
EX-31.2: CERTIFICATION
EX-32.1: CERTIFICATION
EX-32.2: CERTIFICATION

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

FOSTER WHEELER LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(in thousands of dollars, except per share amounts)

(unaudited)


	Fiscal Quarters Ended						Fiscal Six Months Ended
	June 27,			June 29,			June 27,			June 29,
	2008			2007			2008			2007
Operating revenues	$	1,701,022		$	1,189,766		$	3,496,746		$	2,341,888
Cost of operating revenues		(1,454,806	)		(1,020,920	)		(3,033,559	)		(1,965,530	)

Contract profit		246,216			168,846			463,187			376,358

Selling, general and administrative expenses		(79,044	)		(62,305	)		(143,940	)		(117,393	)
Other income		18,639			15,647			38,173			21,411
Other deductions		(6,203	)		(17,231	)		(18,094	)		(25,403	)
Interest income		12,167			6,044			22,698			11,796
Interest expense		(4,860	)		(5,211	)		(11,011	)		(9,936	)
Minority interest in income of consolidated affiliates		(552	)		(964	)		(1,025	)		(3,273	)
Net asbestos-related gain		18,275			—			32,463			—

Income before income taxes		204,638			104,826			382,451			253,560
Provision for income taxes		(43,883	)		(32,976	)		(83,633	)		(66,885	)

Net income	$	160,755		$	71,850		$	298,818		$	186,675


Earnings per common share (see Note 1):
Basic	$	1.12		$	0.51		$	2.08		$	1.33

Diluted	$	1.11		$	0.50		$	2.06		$	1.30

See notes to condensed consolidated financial statements.

FOSTER WHEELER LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEET

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

(unaudited)


	June 27,			December 28,
	2008			2007
ASSETS
Current Assets:
Cash and cash equivalents	$	1,270,194		$	1,048,544
Accounts and notes receivable, net:
Trade		610,796			580,883
Other		122,915			98,708
Contracts in process		299,361			239,737
Prepaid, deferred and refundable income taxes		40,507			36,532
Other current assets		37,378			39,979

Total current assets		2,381,151			2,044,383

Land, buildings and equipment, net		368,008			337,485
Restricted cash		47,514			20,937
Notes and accounts receivable — long-term		2,394			2,941
Investments in and advances to unconsolidated affiliates		221,849			198,346
Goodwill, net		62,795			53,345
Other intangible assets, net		63,619			61,190
Asbestos-related insurance recovery receivable		304,977			324,588
Other assets		93,301			93,737
Deferred income taxes		109,692			112,036

TOTAL ASSETS	$	3,655,300		$	3,248,988

LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Current installments on long-term debt	$	20,263		$	19,368
Accounts payable		368,118			372,531
Accrued expenses		308,801			331,814
Billings in excess of costs and estimated earnings on uncompleted contracts		844,602			744,236
Income taxes payable		75,116			55,824

Total current liabilities		1,616,900			1,523,773

Long-term debt		207,582			185,978
Deferred income taxes		83,109			81,008
Pension, postretirement and other employee benefits		275,525			290,741
Asbestos-related liability		350,672			376,803
Other long-term liabilities and minority interest		208,279			216,916
Commitments and contingencies

TOTAL LIABILITIES		2,742,067			2,675,219

Temporary Equity:
Non-vested restricted awards subject to redemption		4,616			2,728

TOTAL TEMPORARY EQUITY		4,616			2,728

Shareholders’ Equity:
Preferred shares:
$0.01 par value; authorized: June 27, 2008 - 901,475 shares and December 28, 2007 - 901,943 shares; issued and outstanding: June 27, 2008 - 1,419 shares and December 28, 2007 - 1,887 shares		—			—
Common shares:
$0.01 par value; authorized: June 27, 2008 - 296,007,478 shares and December 28, 2007 - 296,007,011 shares; issued and outstanding: June 27, 2008 - 144,197,429 shares and December 28, 2007 - 143,877,804 shares		1,442			1,439
Paid-in capital		1,393,006			1,385,311
Accumulated deficit		(255,777	)		(554,595	)
Accumulated other comprehensive loss		(230,054	)		(261,114	)

TOTAL SHAREHOLDERS’ EQUITY		908,617			571,041

TOTAL LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS’ EQUITY	$	3,655,300		$	3,248,988

See notes to condensed consolidated financial statements.

FOSTER WHEELER LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF

CHANGES IN SHAREHOLDERS’ EQUITY

(in thousands of dollars, except share data)

(unaudited)


	Fiscal Six Months Ended
	June 27, 2008						June 29, 2007
	Shares			Amount			Shares			Amount
Preferred Shares:
Balance at beginning of period		1,887		$	—			3,658		$	—
Preferred shares converted into common shares		(468	)		—			(216	)		—

Balance at end of period		1,419		$	—			3,442		$	—


Common Shares:
Balance at beginning of period		143,877,804		$	1,439			138,182,948		$	1,382
Issuance of common shares upon exercise of common share purchase warrants		74,953			1			892,850			9
Issuance of common shares upon exercise of stock options		121,786			1			2,786,964			28
Issuance of common shares upon vesting of restricted awards		62,046			1			679,600			7
Issuance of common shares upon conversion of preferred shares		60,840			—			28,080			—

Balance at end of period		144,197,429		$	1,442			142,570,442		$	1,426


Paid-in Capital:
Balance at beginning of period				$	1,385,311					$	1,348,800
Issuance of common shares upon exercise of common share purchase warrants					351						4,177
Issuance of common shares upon exercise of stock options					2,434						15,045
Share-based compensation expense-stock options and restricted awards					4,756						1,625
Excess tax benefit related to equity-based incentive program					156						4,130
Issuance of common shares upon vesting of restricted awards					(1	)					(7	)
Issuance of common shares upon conversion of preferred shares					(1	)					—

Balance at end of period				$	1,393,006					$	1,373,770


Accumulated Deficit:
Balance at beginning of period				$	(554,595	)				$	(944,113	)
Cumulative effect of adoption of FIN 48					—						(4,356	)

Balance at beginning of period, as adjusted					(554,595	)					(948,469	)
Net income for the period					298,818						186,675

Balance at end of period				$	(255,777	)				$	(761,794	)


Accumulated Other Comprehensive Loss:
Balance at beginning of period				$	(261,114	)				$	(343,342	)
Foreign currency translation adjustments					20,259						9,382
Net gain on derivative instruments designated as cash flow hedges, net of tax					3,262						1,866
Pension and other postretirement benefits, net of tax					7,539						7,898

Balance at end of period				$	(230,054	)				$	(324,196	)


Total Shareholders’ Equity				$	908,617					$	289,206

See notes to condensed consolidated financial statements.

FOSTER WHEELER LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(in thousands of dollars)

(unaudited)


	Fiscal Quarters Ended					Fiscal Six Months Ended
	June 27,			June 29,		June 27,		June 29,
	2008			2007		2008		2007
Net income	$	160,755		$	71,850	$	298,818	$	186,675
Foreign currency translation adjustments		(803	)		4,318		20,259		9,382
Net gain on derivative instruments designated as cash flow hedges, net of tax		5,617			1,513		3,262		1,866
Pension and other postretirement benefits, net of tax		3,838			3,848		7,539		7,898

Comprehensive income	$	169,407		$	81,529	$	329,878	$	205,821

See notes to condensed consolidated financial statements.

FOSTER WHEELER LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(in thousands of dollars)

(unaudited)


	Fiscal Six Months Ended
	June 27,			June 29,
	2008			2007
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	298,818		$	186,675
Adjustments to reconcile net income to cash flows from operating activities:
Depreciation and amortization		22,286			17,399
Net asbestos-related gain		(2,213	)		—
Share-based compensation expense-stock options and restricted awards		6,642			3,368
Excess tax benefit related to equity-based incentive program		(156	)		(3,888	)
Deferred tax		4,861			8,616
Loss/(gain) on sale of assets		22			(6,700	)
Equity in the net earnings of partially-owned affiliates, net of dividends		(3,008	)		(6,440	)
Other noncash items		1,043			3,195
Changes in assets and liabilities:
(Increase)/decrease in receivables		(13,701	)		22,839
Net change in contracts in process and billings in excess of costs and estimated earnings on uncompleted contracts		13,343			(91,241	)
(Decrease)/increase in accounts payable and accrued expenses		(61,423	)		27,735
Increase in income taxes payable		16,489			27,334
Net change in other assets and liabilities		(38,164	)		(56,977	)

Net cash provided by operating activities		244,839			131,915


CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of businesses, net of cash acquired		(7,829	)		(1,473	)
Change in restricted cash		(24,613	)		(6,673	)
Capital expenditures		(42,220	)		(13,016	)
Proceeds from sale of assets		613			6,814
Investments in and advances to unconsolidated affiliates		(3,600	)		(1,028	)
Return of investment from unconsolidated affiliates		2,330			6,324

Net cash used in investing activities		(75,319	)		(9,052	)


CASH FLOWS FROM FINANCING ACTIVITIES
Partnership distributions to minority partners		(6,684	)		(2,063	)
Proceeds from common share purchase warrant exercises		352			4,186
Proceeds from stock option exercises		2,435			15,073
Excess tax benefit related to equity-based incentive program		156			3,888
Proceeds from issuance of long-term debt		21,969			380
Repayment of long-term debt and capital lease obligations		(4,941	)		(6,421	)

Net cash provided by financing activities		13,287			15,043


Effect of exchange rate changes on cash and cash equivalents		38,843			7,943


Increase in cash and cash equivalents		221,650			145,849
Cash and cash equivalents at beginning of year		1,048,544			610,887

Cash and cash equivalents at end of period	$	1,270,194		$	756,736

See notes to condensed consolidated financial statements.

FOSTER WHEELER LTD. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

1. Summary of Significant Accounting Policies

Basis of Presentation — The accompanying condensed 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 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 fiscal year ended December 28, 2007 (“2007 Form 10-K”), filed with the Securities and Exchange Commission on February 26, 2008. The condensed consolidated balance sheet as of December 28, 2007 was derived from the audited financial statements included in our 2007 Form 10-K, but does not include all the disclosures required by accounting principles generally accepted in the United States of America for annual consolidated financial statements. A summary of our significant accounting policies is presented below.

Principles of Consolidation — The condensed consolidated financial statements include the accounts of Foster Wheeler Ltd. and all significant domestic and foreign subsidiaries as well as certain entities in which we have a controlling interest. Intercompany transactions and balances have been eliminated.

Our fiscal year is the 52- or 53-week annual accounting period ending the last Friday in December for domestic operations and December 31 for foreign operations. There were 13 weeks in the second quarter in both fiscal years 2008 and 2007.

Capital Alterations — On January 8, 2008, our shareholders approved an increase in our authorized share capital at a special general meeting of common shareholders. The increase in authorized share capital was necessary in order to effect a two-for-one stock split of our common shares which was approved by our Board of Directors on November 6, 2007. The stock split was effected on January 22, 2008 in the form of a stock dividend to common shareholders of record at the close of business on January 8, 2008 in the ratio of one additional Foster Wheeler Ltd. common share in respect of each common share outstanding. As a result, all references to share capital, the number of shares, stock options, restricted awards, per share amounts, cash dividends, and any other reference to shares in the condensed consolidated financial statements, unless otherwise noted, have been adjusted to reflect the stock split on a retroactive basis.

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 when accounting for long-term contracts including estimates of total costs and customer and vendor claims, employee benefit plan obligations, share-based compensation plans, uncertain tax positions and deferred taxes, and asbestos liabilities and expected recoveries, among others.

Revenue Recognition on Long-Term Contracts — Revenues and profits on long-term fixed-price contracts are recorded under the percentage-of-completion method. Progress towards completion is measured using physical completion of individual tasks for all contracts with a value of $5,000 or greater. Progress toward completion of fixed-priced contracts with a value less than $5,000 is measured using the cost-to-cost method.

Revenues and profits on cost-reimbursable contracts are recorded as the services are rendered based on the estimated revenue per man-hour, including any incentives assessed as probable. We include flow-through costs consisting of materials, equipment or subcontractor services as revenue on cost-reimbursable contracts when we have overall responsibility as the contractor for the engineering specifications and procurement or procurement services for such costs.

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.

We have numerous contracts that are in various stages of completion. Such contracts require estimates to determine the extent of revenue and profit recognition. These estimates may be revised from time to time as additional information becomes available. In accordance with the accounting and disclosure requirements of the American Institute of Certified Public Accountants Statement of Position (“SOP”) 81-1, “Accounting for Performance of Construction-Type and Certain Production-Type Contracts” and Statement of Financial Accounting Standards (“SFAS”) No. 154, “Accounting Changes and Error Corrections—a replacement of APB Opinion No. 20 and FASB Statement No. 3,” we review all of our material contracts monthly and revise our estimates as appropriate. These estimate revisions, which include both increases and decreases in estimated profit, result from events such as earning project incentive bonuses or the incurrence or forecasted incurrence of 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 of 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. There were 20 and 27 separate projects that had final estimated contract profit revisions whose impact on contract profit exceeded $1,000 during the first fiscal six months of 2008 and 2007, respectively. The changes in final estimated contract profits resulted in net increases to contract profit of $13,560 and $13,020 during the fiscal quarter and six months ended June 27, 2008, respectively. The changes in final estimated contract profits resulted in a net increase/(decrease) to contract profit of $(12,360) and $8,890 during the fiscal quarter and six months ended June 29, 2007, respectively. The impact on contract profit is measured as of the beginning of the quarterly and year-to-date periods and represents the incremental contract profit or loss that would have been recorded in prior periods had we been able to recognize in those periods the impact of the current period changes in final estimated profits. Please see Note 11 for further information related to changes in final estimated profits.

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 in accordance with paragraph 65 of SOP 81-1, which states that recognition of amounts as additional contract revenue related to claims is appropriate only if it is probable that the claims will result in additional contract revenue and if the amount can be reliably estimated. Under SOP 81-1, those 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. Costs attributable to claims are treated as costs of contract performance as incurred and are recorded in contracts in process. As of June 27, 2008, our condensed consolidated financial statements assumed recovery of commercial claims of $26,900, all of which has been expended. As of December 28, 2007, our condensed consolidated financial statements assumed recovery of commercial claims of $22,200, of which $3,700 was yet to be expended.

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. We had no deferred pre-contract costs as of June 27, 2008 or December 28, 2007.

Certain special-purpose subsidiaries in our global power business group are reimbursed by customers for their costs, including amounts related to principal repayments of non-recourse project debt, for building and operating certain facilities over the lives of the corresponding service contracts.

Cash and Cash Equivalents — Cash and cash equivalents include highly liquid short-term investments with original maturities of three months or less. Cash and cash equivalents of $949,652 and $800,036 were maintained by our foreign subsidiaries as of June 27, 2008 and December 28, 2007, respectively. These subsidiaries require a portion of these funds to support their liquidity and working capital needs, as well as to comply with required minimum capitalization and contractual restrictions. Accordingly, a portion of these funds may not be readily available for repatriation to U.S. entities.

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. Final payments of all such amounts withheld 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 condensed consolidated balance sheet.

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 industry practice, 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 on the condensed consolidated balance sheet, respectively.

Land, Buildings and Equipment — Depreciation is computed on a straight-line basis using estimated lives ranging from 10 to 50 years for buildings and from 3 to 35 years for equipment. 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.

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.

Intangible Assets — Intangible assets consist principally of goodwill, trademarks and patents. Goodwill is allocated to our reporting units on a relative fair value basis at the time of the original purchase price allocation. Patents and trademarks are amortized on a straight-line basis over periods of 11 to 40 years.

We test goodwill for impairment at the reporting unit level as defined in SFAS No. 142, “Goodwill and Other Intangible Assets.” This test is a two-step process. 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, which is estimated based on discounted future cash flows, exceeds the carrying amount, goodwill is not considered impaired. If the carrying amount exceeds the fair value, the second step must be performed to measure the amount of the impairment loss, if any. The second step compares the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. In the fourth quarter of each fiscal year, we evaluate goodwill at each reporting unit to 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. SFAS No. 142 also requires that intangible assets with determinable useful lives be amortized over their respective estimated useful lives and reviewed for impairment in accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.”

As described further in Note 2, in February 2008, we acquired a biopharmaceutical engineering company. In conjunction with the acquisition, we recorded $5,523 of goodwill and $3,600 of identifiable intangible assets. We have obtained appraisals of the tangible and intangible assets acquired and have allocated the initial purchase price accordingly. We may adjust the purchase price allocation as additional information becomes known. Please see Note 2 for further information related to this acquisition.

We had total net goodwill of $62,795 and $53,345 as of June 27, 2008 and December 28, 2007, respectively. Of the $62,795 of goodwill as of June 27, 2008, $57,272 is related to our global power business group and $5,523 is related to our global engineering and construction group. In fiscal year 2007, the fair value of all reporting units exceeded the carrying amounts except for a domestic reporting unit, where a goodwill impairment charge of $2,401 was recorded related to winding down of certain operations.

We had total unamortized identifiable intangible assets of $63,619 and $61,190 as of June 27, 2008 and December 28, 2007, respectively. Of the $63,619 of identifiable intangible assets as of June 27, 2008, $60,266 is related to our global power business group and $3,353 is related to our global engineering and construction business group. The following table details amounts relating to our identifiable intangible assets:


	June 27, 2008							December 28, 2007
	Gross					Net		Gross					Net
	Carrying		Accumulated			Carrying		Carrying		Accumulated			Carrying
	Amount		Amortization			Amount		Amount		Amortization			Amount
Patents	$	39,820	$	(22,040	)	$	17,780	$	39,375	$	(21,026	)	$	18,349
Trademarks		64,324		(21,571	)		42,753		63,344		(20,503	)		42,841
Customer relationships and backlog		3,300		(214	)		3,086		—		—			—

Total	$	107,444	$	(43,825	)	$	63,619	$	102,719	$	(41,529	)	$	61,190

Amortization expense related to identifiable intangible assets, which is recorded within cost of operating revenues on the condensed consolidated statement of operations, totaled $1,220 and $2,297 for the fiscal quarter and six months ended June 27, 2008, respectively. Similarly, amortization expense totaled $908 and $1,808 for the fiscal quarter and six months ended June 29, 2007, respectively. Amortization expense is expected to approximate $4,600 each year in the next five years.

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 are reduced by a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

We do not make a provision for U.S. federal income taxes on foreign subsidiary earnings if we expect such earnings to be permanently reinvested outside the United States.

We recognize interest accrued on the unrecognized tax benefits in interest expense and penalties on the unrecognized tax benefits in other deductions on our consolidated statement of operations.

Foreign Currency — The functional currency of our foreign operations is the local currency of their country of domicile. Assets and liabilities of our foreign subsidiaries are translated into U.S. dollars 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 income and other expense, respectively.

We maintain a foreign currency risk-management strategy that uses foreign currency forward contracts to protect us from unanticipated fluctuations in cash flows that may arise from volatility in currency exchange rates between the functional currencies of our subsidiaries and the foreign currencies in which some of our operating purchases and sales are denominated. We utilize these contracts solely to hedge specific foreign currency exposures, whether or not they qualify for hedge accounting under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities.” During the fiscal quarters and six months ended June 27, 2008 and June 29, 2007, none of the contracts met the requirements for hedge accounting under SFAS No. 133. Accordingly, we recorded pretax foreign exchange gains of $1,623 and $987 for the fiscal quarter and six months ended June 27, 2008, respectively. Similarly, we recorded pretax foreign exchange gains of $1,113 and $666 for the fiscal quarter and six months ended June 29, 2007, respectively. These amounts were recorded in the following line items on the condensed consolidated statement of operations for the periods indicated:


	Fiscal Quarters Ended					Fiscal Six Months Ended
	June 27,			June 29,		June 27,			June 29,
	2008			2007		2008			2007
Cost of operating revenues	$	2,083		$	1,084	$	1,311		$	728
Other income/(deductions)		(460	)		29		(324	)		(62	)

Pretax gain	$	1,623		$	1,113	$	987		$	666

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

During the fiscal six months ended June 27, 2008 and June 29, 2007, we included net cash inflows on the settlement of derivatives of $5,194 and $3,067, 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 in the condensed consolidated statement of cash flows.

Interest Rate Risk — We use interest rate swap contracts to manage interest rate risk associated with some of our variable rate special-purpose limited recourse project debt. Certain of our affiliates in which we have an equity interest also use interest rate swap contracts to manage interest rate risk associated with their limited recourse project debt. Upon entering into the swap contracts, we designate the interest rate swaps as cash flow hedges in accordance with SFAS No. 133. 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 our interest rate swap contracts in our condensed 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 comprehensive income on our condensed consolidated statement of comprehensive income. As of June 27, 2008 and December 28, 2007, we had net gains on the swap contracts of $4,935 and $1,673, respectively, which were recorded net of tax provisions of $1,872 and $635, respectively, and were included in accumulated other comprehensive loss on the condensed consolidated balance sheet.

Earnings per Common Share — Basic earnings per common share is computed by dividing net income by the weighted-average number of common shares outstanding during the reporting period, excluding non-vested restricted shares of 165,960 and 248,940 as of June 27, 2008 and June 29, 2007, respectively. Restricted shares and restricted share units (collectively, “restricted awards”) are included in the weighted-average number of common shares outstanding when such restricted awards vest.

Diluted earnings per common share is computed by dividing net income by the combination of the weighted-average number of common shares outstanding during the reporting period and the impact of dilutive securities, if any, such as outstanding stock options, warrants to purchase common shares and the non-vested portion of restricted awards to the extent such securities are dilutive.

In profitable periods, outstanding stock options and warrants have a dilutive effect under the treasury stock method when the average common share price for the period exceeds the assumed proceeds from the exercise of the warrant or option. The assumed proceeds include the exercise price, compensation cost, if any, for future service that has not yet been recognized in the condensed consolidated statement of operations, and any tax benefits that would be recorded in paid-in capital when the option or warrant is exercised. Under the treasury stock method, the assumed proceeds are assumed to be used to repurchase common 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 common share were as follows:


	Fiscal Quarters Ended				Fiscal Six Months Ended
	June 27,		June 29,		June 27,		June 29,
	2008		2007		2008		2007
Basic earnings per common share:
Net income	$	160,755	$	71,850	$	298,818	$	186,675
Weighted-average number of common shares outstanding for basic earnings per common share		143,994,084		141,078,576		143,955,937		140,293,164

Basic earnings per common share	$	1.12	$	0.51	$	2.08	$	1.33


Diluted earnings per common share:
Net income	$	160,755	$	71,850	$	298,818	$	186,675
Weighted-average number of common shares outstanding for basic earnings per common share		143,994,084		141,078,576		143,955,937		140,293,164
Effect of dilutive securities:
Options to purchase common shares		612,166		949,154		606,179		1,298,748
Warrants to purchase common shares		591,423		2,337,060		603,300		2,345,206
Non-vested portion of restricted awards		223,677		257,252		219,670		208,804

Weighted-average number of common shares outstanding for diluted earnings per common share		145,421,350		144,622,042		145,385,086		144,145,922


Diluted earnings per common share	$	1.11	$	0.50	$	2.06	$	1.30

The following table summarizes the common share equivalent of potentially dilutive securities that have been excluded from the denominator used in the calculation of diluted earnings per common share due to their antidilutive effect:

Fiscal Quarters Ended

Fiscal Six Months Ended

June 27,

June 29,

June 27,

June 29,

2008

2007

2008

2007

Common shares issuable under outstanding options not included in the computation of diluted earnings per common share because the assumed proceeds were greater than the average common share price for the period

479,229

346,530

479,229

346,530

Share-Based Compensation Plans — Our share-based compensation plans are accounted for in accordance with the provisions of SFAS No. 123R, “Share-Based Payment.” We estimate the fair value of each option award on the date of grant using the Black-Scholes option valuation model. We then recognize the grant date fair value of each option as compensation expense ratably using the straight-line attribution method over the service period (generally the vesting period). The Black-Scholes model incorporates the following assumptions:

	•		Expected volatility — we estimate the volatility of our common share price at the date of grant using historical volatility adjusted for periods of unusual stock price activity.

	•		Expected term — we estimate the expected term of options granted to our chief executive officer based on a combination of vesting schedules, contractual life of the option, past history and estimates of future exercise behavior patterns as outlined in SFAS No. 123R. For grants to other employees and the remaining directors, we estimate the expected term using the “simplified” method, as outlined in Staff Accounting Bulletin No. 107, “Share-Based Payment.”

	•		Risk-free interest rate — we estimate the risk-free interest rate using the U.S. Treasury yield curve for periods equal to the expected term of the options in effect at the time of grant.

	•		Dividends — we use an expected dividend yield of zero because we have not declared or paid a cash dividend since July 2001 and we do not have any plans to declare or pay any cash dividends.

We used the following weighted-average assumptions to estimate the fair value of the options granted for the periods indicated:


	Fiscal Six Months Ended
	June 27,			June 29,
	2008			2007
Expected volatility		45.95	%		42.33	%
Expected term	3.62 years			3.27 years
Risk-free interest rate		2.15	%		4.51	%
Expected dividend yield		0	%		0	%

We estimate the fair value of restricted awards using the market price of our common shares on the date of grant. We then recognize the fair value of each restricted award as compensation cost 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.

Recent Accounting Developments — In September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 157, “Fair Value Measurements.” SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. The standard is effective for financial assets and liabilities, as well as for any other assets and liabilities that are required to be measured at fair value on a recurring basis, in financial statements for fiscal years beginning after November 15, 2007. In February 2008, the FASB issued a partial one-year deferral of SFAS No. 157 for nonfinancial assets and liabilities that are only subject to fair value measurement on a non-recurring basis. We have elected to defer the application of SFAS No. 157 for our nonfinancial assets and liabilities measured at fair value on a nonrecurring basis until the fiscal year beginning December 27, 2008, and are in the process of assessing its impact on our financial position and results of operations related to such assets and liabilities. Our financial assets and liabilities that are recorded at fair value consist primarily of the assets or liabilities arising from derivative financial instruments. The adoption of SFAS No. 157 did not have a material effect on our financial position or results of operations.

SFAS No. 157 defines fair value 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. We utilize market data or assumptions that we believe market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated or generally unobservable.

SFAS No. 157 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of the fair value hierarchy defined by SFAS No. 157 are as follows:

•

Level 1: Quoted prices are available in active markets for identical assets or liabilities as of the reporting date.

	•		Level 2: Pricing inputs are other than quoted prices in active markets included in Level 1, which may include quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active or model-derived valuations whose inputs are observable or whose significant value drivers are observable, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 2 instruments are valued based on pricing inputs as of the reporting date.

	•		Level 3: Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value from the perspective of a market participant.

We utilize foreign currency forward contracts to protect us from unanticipated fluctuations in cash flows that may arise from volatility in currency exchange rates. We also use interest rate swap contracts to manage interest rate risk associated with some of our variable rate debt. The foreign currency forward contracts and interest rate swap contracts are valued using broker quotations, or market transactions in either the listed or over-the-counter markets. As such, these derivative instruments are classified within level 2.

The following table sets forth our financial assets and liabilities that were accounted for at fair value on a recurring basis as of June 27, 2008:


	June 27,
	2008
Assets:
Foreign currency forward contracts	$	14,352
Interest rate swap contracts		6,807

Liabilities:
Foreign currency forward contracts		2,692

In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations.” SFAS No. 141R replaces SFAS No. 141, “Business Combinations” and changes the accounting treatment for business acquisitions. SFAS No. 141R requires the acquiring entity in a business combination to recognize all (and only) the assets acquired and liabilities assumed in the transaction and establishes the acquisition-date fair value as the measurement objective for all assets acquired and liabilities assumed in a business combination. Certain provisions of this standard will, among other things, impact the determination of acquisition-date fair value of consideration paid in a business combination (including contingent consideration); exclude transaction costs from acquisition accounting; and change accounting practices for acquired contingencies, acquisition-related restructuring costs, in-process research and development, indemnification assets, and tax benefits. Most of the provisions of SFAS No. 141R apply prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. Early adoption is not permitted. We are currently assessing the impact that SFAS No. 141R may have on our financial position, results of operations and cash flows.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB No. 51.” SFAS No. 160, amends the accounting and reporting standards for the noncontrolling interest in a subsidiary (often referred to as “minority interest”) and for the deconsolidation of a subsidiary. Under SFAS No. 160, the noncontrolling interest in a subsidiary is reported as equity in the parent company’s consolidated financial statements. SFAS No. 160 also requires that the parent company’s consolidated statement of operations include both the parent and noncontrolling interest share of the subsidiary’s statement of operations. Formerly, the noncontrolling interest share was shown as a reduction of income on the parent’s consolidated statement of operations. SFAS No. 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. SFAS No. 160 is to be applied prospectively as of the beginning of the fiscal year in which this statement is initially applied; however, presentation and disclosure requirements shall be applied retrospectively for all periods presented. We are currently assessing the impact that SFAS No. 160 may have on our financial position, results of operations and cash flows.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities.” SFAS No. 161 requires enhanced disclosures to enable investors to better understand the effects of derivative instruments and hedging activities on an entity’s financial position, financial performance and cash flows. SFAS No. 161 changes the disclosure requirements about the location and amounts of derivative instruments in an entity’s financial statements, how derivative instruments and related hedged items are accounted for under SFAS No. 133, and how derivative instruments and related hedged items affect the company’s financial position, financial performance and cash flows. Additionally, SFAS No. 161 requires disclosure of the fair values of derivative instruments and their gains and losses in a tabular format. SFAS No. 161 also provides more information about an entity’s liquidity by requiring disclosure of derivative features that are credit risk–related. Finally, SFAS No. 161 requires cross-referencing within the footnotes to enable financial statement users to locate important information about derivative instruments. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. We are currently assessing the impact that SFAS No. 161 may have on our financial statement disclosures.

2. Business Combinations

In February 2008, we acquired all of the outstanding capital stock of a biopharmaceutical engineering company, based in Philadelphia, Pennsylvania, for $8,545 plus up to $3,638 to be paid over the following three years if certain conditions are met, plus up to an additional $8,700 to be paid if certain performance milestones are met over the following three years. This company provides design, engineering, manufacture, installation, validation and startup/commissioning services to the life sciences industry. The purchase price allocation and pro forma information for this acquisition was not material to our condensed consolidated financial statements. This company’s financial results are included within our global engineering and construction business segment.

In February 2007, we purchased the stock of a Finnish company that owns patented coal flow measuring technology. The purchase price, net of cash acquired was € 1,112 (approximately $1,473 at the exchange rate in effect at the time of the acquisition). The purchase price allocation and pro forma financial information for this acquisition was not material to our condensed consolidated financial statements. This company’s financial results are included within our global power business segment.

Subsequent to the fiscal quarter and six months ended June 27, 2008, we acquired the majority of the assets and work force of an engineering design company in July 2008 for $6,500. This company, which has an engineering center in Kolkata, India, provides engineering services to the petrochemical, refining, upstream oil and gas, and power industries. The purchase price allocation and pro forma information for this acquisition was not material to our condensed consolidated financial statements. This company’s financial results will be included within our global engineering and construction business segment beginning in our third fiscal quarter of 2008.

3. Equity Interests

We own a noncontrolling equity interest in two electric power generation projects, one waste-to-energy project and one wind farm project in Italy and in a refinery/electric power generation project in Chile. We also own a 50% noncontrolling equity interest in an Italian project which generates earnings from royalty payments linked to the price of natural gas. The two electric power generation projects in Italy are each 42% owned by us, the waste-to-energy project is 39% owned by us and the wind farm project is 50% owned by us. The project in Chile is 85% owned by us; however, we do not have a controlling interest in the Chilean project as a result of participating rights held by the minority shareholder. 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) in which we have an equity interest:


	June 27, 2008				December 28, 2007
	Italian		Chilean		Italian		Chilean
	Projects		Project		Projects		Project
Balance Sheet Data:
Current assets	$	336,254	$	46,878	$	294,482	$	49,353
Other assets (primarily buildings and equipment)		720,506		141,815		656,796		146,665
Current liabilities		97,635		24,746		72,009		21,044
Other liabilities (primarily long-term debt)		606,884		76,436		576,545		81,696
Net assets		352,241		87,511		302,724		93,278


	Fiscal Quarters Ended
	June 27, 2008				June 29, 2007
	Italian		Chilean		Italian		Chilean
	Projects		Project		Projects		Project
Income Statement Data:
Total revenues	$	121,012	$	25,489	$	70,168	$	12,678
Gross earnings		42,422		14,216		20,447		5,514
Income before income taxes		29,206		12,351		17,856		3,787
Net earnings		19,456		10,251		10,898		3,787


	Fiscal Six Months Ended
	June 27, 2008				June 29, 2007
	Italian		Chilean		Italian		Chilean
	Projects		Project		Projects		Project
Income Statement Data:
Total revenues	$	230,745	$	52,074	$	144,741	$	23,647
Gross earnings		71,352		30,377		29,531		10,646
Income before income taxes		46,472		28,227		24,067		7,049
Net earnings		29,795		23,428		14,611		7,049

Our share of equity in the net earnings of these partially-owned affiliates, which is recorded within other income on the condensed consolidated statement of operations, totaled $13,317 and $24,880 for the fiscal quarter and six months ended June 27, 2008, respectively. Similarly, our share of equity in the net earnings of these partially-owned affiliates totaled $7,117 and $10,568 for the fiscal quarter and six months ended June 29, 2007, respectively.

Our investment in the equity affiliates, which is recorded within investments in and advances to unconsolidated affiliates on the condensed consolidated balance sheet, totaled $209,261 and $190,887 as of June 27, 2008 and December 28, 2007, respectively. Distributions of $24,452 and $10,899 were received during the fiscal six months ended June 27, 2008 and June 29, 2007, respectively.

We have guaranteed certain performance obligations of the Chilean project. We have a contingent obligation, which is measured annually based on the operating results of the Chilean project for the preceding year. We did not have a current payment obligation under this guarantee as of December 28, 2007.

We also have guaranteed the obligations of our subsidiary under the Chilean project’s operations and maintenance agreement. 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.

In addition, we have provided a $10,000 debt service reserve letter of credit to cover debt service payments in the event that the Chilean project does not generate sufficient cash flow to make such payments. We are required to maintain the debt service reserve letter of credit during the term of the Chilean project’s debt, which matures in 2014. As of June 27, 2008, no amounts have been drawn under this letter of credit.

Under the Chilean project’s operations and maintenance agreement, our subsidiary provides services for the management, operation and maintenance of the refinery/electric power generation facility. Our fees for these services were $2,323 and $4,656 for the fiscal quarter and six months ended June 27, 2008, respectively, and were $2,085 and $4,154 for the fiscal quarter and six months ended June 29, 2007, respectively. Our fees for these services were recorded in operating revenues on our condensed consolidated statement of operations. We had a receivable from our partially-owned affiliate in Chile of $9,688 and $6,168 recorded in trade accounts and notes receivable on our condensed consolidated balance sheet as of June 27, 2008 and December 28, 2007, respectively.

4. Long-term Debt

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


	June 27, 2008						December 28, 2007
	Current		Long-term		Total		Current		Long-term		Total
Capital Lease Obligations	$	1,417	$	67,738	$	69,155	$	1,318	$	67,095	$	68,413
Special-Purpose Limited Recourse Project Debt:
Camden County Energy Recovery Associates		9,648		31,779		41,427		9,648		31,779		41,427
FW Power S.r.L.		—		70,733		70,733		—		45,041		45,041
Energia Holdings, LLC		4,675		16,426		21,101		4,144		21,101		25,245
Subordinated Robbins Facility Exit Funding Obligations:
1999C Bonds at 7.25% interest, due October 15, 2009		18		19		37		18		19		37
1999C Bonds at 7.25% interest, due October 15, 2024		—		20,491		20,491		—		20,491		20,491
1999D Accretion Bonds at 7% interest, due October 15, 2009		—		296		296		—		286		286
Intermediate Term Loans in China at 7.02% interest		4,372		—		4,372		4,107		—		4,107
Other		133		100		233		133		166		299

Total	$	20,263	$	207,582	$	227,845	$	19,368	$	185,978	$	205,346

Domestic Senior Credit Agreement — In October 2006, we executed a five-year domestic senior credit agreement to be used for our domestic and foreign operations. The senior credit agreement, as amended in May 2007, provides for a facility of $450,000, and includes a provision which permits future incremental increases of up to $100,000 in total availability under the facility. We can issue up to $450,000 under the letter of credit facility. A portion of the letters of credit issued under the domestic senior credit agreement have performance pricing that is decreased (or increased) as a result of improvements (or reductions) in the credit rating of the domestic senior credit agreement as reported by Moody’s Investors Service and/or Standard & Poor’s (“S&P”). We also have the option to use up to $100,000 of the $450,000 for revolving borrowings at a rate equal to adjusted LIBOR plus 1.50%, subject also to the performance pricing noted above. As a result of the improvement in our S&P credit rating in March 2007, we have achieved the lowest possible pricing under the performance pricing provisions of our domestic senior credit agreement.

We had $271,166 and $245,765 of letters of credit outstanding under this agreement as of June 27, 2008 and December 28, 2007, respectively. The letter of credit fees ranged from 1.50% to 1.60% of the outstanding amount, excluding a fronting fee of 0.125% per annum. There were no funded borrowings under this agreement as of June 27, 2008 or December 28, 2007.

Pensions and Other Postretirement Benefits

We have defined benefit pension plans in the United States, the United Kingdom, France, Canada and Finland, and we have other postretirement benefit plans for health care and life insurance benefits in the United States and Canada.

Pension Benefits — Our defined benefit pension plans cover certain full-time employees. Under the plans, retirement benefits are primarily a function of both years of service and level of compensation. The components of benefit cost/(income) for our pension plans are as follows:


	Fiscal Quarter Ended June 27, 2008												Fiscal Quarter Ended June 29, 2007
	United			United									United			United
	States			Kingdom			Other			Total			States			Kingdom			Other			Total
Net periodic benefit cost/(income):
Service cost	$	—		$	2,702		$	183		$	2,885		$	—		$	3,482		$	152		$	3,634
Interest cost		5,009			12,634			499			18,142			4,872			11,240			406			16,518
Expected return on plan assets		(5,926	)		(12,395	)		(431	)		(18,752	)		(6,788	)		(11,943	)		(428	)		(19,159	)
Amortization of transition (asset)/obligation		—			(14	)		24			10			—			(16	)		22			6
Amortization of prior service cost		—			1,278			5			1,283			—			1,289			5			1,294
Amortization of net actuarial loss		716			4,252			114			5,082			864			4,348			158			5,370

SFAS No. 87 net periodic benefit cost/(income)		(201	)		8,457			394			8,650			(1,052	)		8,400			315			7,663
SFAS No. 88 cost*		—			—			644			644			—			—			—			—

Total net periodic benefit cost/(income)	$	(201	)	$	8,457		$	1,038		$	9,294		$	(1,052	)	$	8,400		$	315		$	7,663


Changes recognized in other comprehensive income:
Amortization of transition asset/(obligation)	$	—		$	14		$	(24	)	$	(10	)	$	—		$	16		$	(22	)	$	(6	)
Amortization of prior service cost		—			(1,278	)		(5	)		(1,283	)		—			(1,289	)		(5	)		(1,294	)
Amortization of net actuarial loss		(716	)		(4,252	)		(114	)		(5,082	)		(864	)		(4,348	)		(158	)		(5,370	)

Total income recognized in other comprehensive income	$	(716	)	$	(5,516	)	$	(143	)	$	(6,375	)	$	(864	)	$	(5,621	)	$	(185	)	$	(6,670	)


	Fiscal Six Months Ended June 27, 2008												Fiscal Six Months Ended June 29, 2007
	United			United									United			United
	States			Kingdom			Other			Total			States			Kingdom			Other			Total
Net periodic benefit cost/(income):
Service cost	$	—		$	5,417		$	359		$	5,776		$	—		$	6,908		$	299		$	7,207
Interest cost		9,980			25,303			993			36,276			9,516			22,301			791			32,608
Expected return on plan assets		(12,071	)		(24,839	)		(864	)		(37,774	)		(11,032	)		(23,696	)		(830	)		(35,558	)
Amortization of transition (asset)/obligation		—			(29	)		49			20			—			(31	)		43			12
Amortization of prior service cost		—			2,559			10			2,569			—			2,557			9			2,566
Amortization of net actuarial loss		1,394			8,518			229			10,141			1,643			8,628			307			10,578

SFAS No. 87 net periodic benefit cost/(income)		(697	)		16,929			776			17,008			127			16,667			619			17,413
SFAS No. 88 cost*		—			—			644			644			—			—			—			—

Total net periodic benefit cost/(income)	$	(697	)	$	16,929		$	1,420		$	17,652		$	127		$	16,667		$	619		$	17,413


Changes recognized in other comprehensive income:
Amortization of transition asset/(obligation)	$	—		$	29		$	(49	)	$	(20	)	$	—		$	31		$	(43	)	$	(12	)
Amortization of prior service cost		—			(2,559	)		(10	)		(2,569	)		—			(2,557	)		(9	)		(2,566	)
Amortization of net actuarial loss		(1,394	)		(8,518	)		(229	)		(10,141	)		(1,643	)		(8,628	)		(307	)		(10,578	)

Total income recognized in other comprehensive income	$	(1,394	)	$	(11,048	)	$	(288	)	$	(12,730	)	$	(1,643	)	$	(11,154	)	$	(359	)	$	(13,156	)


*		Charges were recorded in accordance with the provisions of SFAS No. 88, “Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits,” related to the settlement of obligations to former employees in Canada of $644 in the fiscal quarter and six months ended June 27, 2008.

The U.S. pension plans, which are frozen to new entrants and additional benefit accruals, and the Canadian, Finnish and French plans are non-contributory. The U.K. plan, which is closed to new entrants, is contributory.

Based on the funded status at fiscal year-end 2007 and upon our most recent annual valuation report, we do not expect to be required to make any mandatory contributions to our U.S. pension plans in fiscal year 2008. We made mandatory contributions of approximately $17,000 to our foreign pension plans during the fiscal six months ended June 27, 2008. We expect to make total mandatory contributions of approximately $33,100 to our foreign plans in fiscal year 2008.

Other Postretirement Benefits — Certain employees in the United States and Canada may become eligible for health care and life insurance benefits (“other postretirement benefits”) if they qualify for and commence normal or early retirement pension benefits as defined in the U.S. and Canadian pension plans while working for us. Additionally, one of our subsidiaries in the United States 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.

The components of benefit cost/(income) for our other postretirement plans, including the SIP, are as follows:


	Fiscal Quarters Ended						Fiscal Six Months Ended
	June 27,			June 29,			June 27,			June 29,
	2008			2007			2008			2007
Net periodic postretirement benefit cost/(income):
Service cost	$	38		$	32		$	71		$	69
Interest cost		1,125			1,049			2,314			2,381
Amortization of prior service credit		(1,141	)		(1,190	)		(2,331	)		(2,380	)
Amortization of net actuarial loss		35			68			233			476
Other		—			(87	)		—			—

Net periodic postretirement benefit cost/(income)	$	57		$	(128	)	$	287		$	546


Changes recognized in other comprehensive income:
Amortization of prior service credit	$	1,141		$	1,190		$	2,331		$	2,380
Amortization of net actuarial loss		(35	)		(68	)		(233	)		(476	)

Total loss recognized in other comprehensive income	$	1,106		$	1,122		$	2,098		$	1,904

6. Guarantees and Warranties

We have agreed to indemnify certain third parties relating to businesses and/or assets that we previously owned and sold to such third parties. Such indemnifications relate primarily to potential environmental and tax exposures for activities conducted by us prior to the sale of such businesses and/or assets. It is not possible to predict the maximum potential amount of future payments under these or similar indemnifications due to the conditional nature of the obligations and the unique facts and circumstances involved in each particular indemnification.


	Maximum	Carrying Amount of Liability
	Potential	June 27,		December 28,
	Payment	2008		2007
Environmental indemnifications	No limit	$	8,200	$	6,900
Tax indemnifications	No limit	$	—	$	—

We also maintain contingencies for warranty expenses on certain of our long-term contracts. Generally, warranty contingencies are accrued over the life of the contract so that a sufficient balance is maintained to cover our aggregate exposure at the conclusion of the project.


	Fiscal Six Months Ended
	June 27,			June 29,
	2008			2007
Balance at beginning of year	$	87,800		$	69,900
Accruals		22,400			17,200
Settlements		(3,000	)		(7,100	)
Adjustments to provisions		(5,700	)		(5,300	)

Balance at end of period	$	101,500		$	74,700

We are contingently liable for performance under standby letters of credit, bank guarantees and surety bonds totaling $1,001,000 and $818,600 as of June 27, 2008 and December 28, 2007, respectively. These balances include the standby letters of credit issued under the domestic senior credit agreement discussed in Note 4 and from other facilities worldwide. No material claims have been made against these guarantees.

We have also guaranteed certain performance obligations in a Chilean refinery/electric power generation project in which we hold a noncontrolling equity interest. See Note 3 for further information.

7. Preferred Shares

We issued 599,944 preferred shares in connection with our 2004 equity-for-debt exchange. There were approximately 1,419 preferred shares outstanding as of June 27, 2008. Each preferred share is convertible at the holder’s option into 130 common shares, or up to approximately 184,523 additional common shares if all outstanding preferred shares as of June 27, 2008 are converted.

The preferred shareholders have no voting rights except in certain limited circumstances. The preferred shares have the right to receive dividends and other distributions, including liquidating distributions, on an as-if-converted basis when and if declared and paid on the common shares. The preferred shares have a $0.01 liquidation preference per share.

8. Share-Based Compensation Plans

Our share-based compensation plans include both restricted awards and stock option awards. Compensation cost for our share-based plans of $4,150 and $6,644 was charged against income for the fiscal quarter and six months ended June 27, 2008, respectively. The related income tax benefit recognized in the condensed consolidated statements of operations and comprehensive income was $83 and $158 for the fiscal quarter and six months ended June 27, 2008, respectively. Compensation cost for our share-based plans of $1,721 and $3,368 was charged against income for the fiscal quarter and six months ended June 29, 2007, respectively. The related income tax benefit recognized in the condensed consolidated statements of operations and comprehensive income was $22 and $43 for the fiscal quarter and six months ended June 29, 2007, respectively. We received $2,436 and $15,073 in cash from option exercises under our share-based compensation plans for the fiscal six months ended June 27, 2008 and June 29, 2007, respectively.

As of June 27, 2008, we had $10,693 and $12,052 of total unrecognized compensation cost related to stock options and restricted awards, respectively. Those costs are expected to be recognized as expense over a weighted-average period of approximately 23 months.

9. Common Share Purchase Warrants

In connection with the equity-for-debt exchange consummated in 2004, we issued 4,152,914 Class A common share purchase warrants and 40,771,560 Class B common share purchase warrants. Each Class A warrant entitles its owner to purchase 3.3682 common shares at an exercise price of $4.689 per common share thereunder, subject to the terms of the warrant agreement between the warrant agent and us. The Class A warrants are exercisable on or before September 24, 2009. Each Class B warrant entitled its owner to purchase 0.1446 common shares at an exercise price of $4.689 per common share thereunder, subject to the terms and conditions of the warrant agreement between the warrant agent and us. The Class B warrants were exercisable on or before September 24, 2007.

In January 2006, we completed transactions that increased the number of common shares to be delivered upon the exercise of our Class A and Class B common share purchase warrants during the offer period and raised $75,336 in net proceeds. The exercise price per warrant was not increased in the offers. Holders of approximately 95% of the Class A warrants and 57% of the Class B warrants participated in the offers resulting in the aggregate issuance of approximately 16,807,000 common shares.

Cumulatively through June 27, 2008, 3,967,840 Class A warrants and 38,730,407 Class B warrants have been exercised for 19,714,485 common shares. The number of common shares issuable upon the exercise of the remaining outstanding Class A warrants is approximately 623,366 as of June 27, 2008. The remaining outstanding Class B warrants expired on September 24, 2007.

The holders of the Class A warrants are not entitled to vote, to receive dividends or to exercise any of the rights of common shareholders for any purpose until such warrants have been duly exercised. We currently maintain and intend to continue to maintain at all times during which the warrants are exercisable, a “shelf” registration statement relating to the issuance of common shares underlying the warrants for the benefit of the warrant holders, subject to the terms of the registration rights agreement. The registration statement became effective on December 28, 2005.

Also in connection with the equity-for-debt exchange consummated in 2004, we entered into a registration rights agreement with certain selling security holders in which we agreed to file a registration statement to cover resales of our securities held by them immediately following the exchange offer. We filed a registration statement in accordance with this agreement on October 29, 2004. The registration statement, which became effective on December 23, 2004, must remain in effect until December 23, 2009 unless certain events occur to terminate our obligations under the registration rights agreement prior to that date. If we fail to maintain the registration statement as required or it becomes unavailable for more than two 45-day periods in any consecutive 12-month period, we are required to pay damages at a rate of $13.7 per day for each day that the registration statement is not effective. As of June 27, 2008, the maximum exposure under this provision was approximately $6,200. We have not incurred, and do not expect to incur, any damages under the registration rights agreement.

10. Income Taxes

Our effective tax rate is dependent on the location and amount of our taxable earnings and the effects of changes in valuation allowances. Our effective tax rates for the fiscal quarters and six months ended June 27, 2008 and June 29, 2007 were lower than the U.S. statutory rate of 35% due principally to:

	•		Income earned in tax jurisdictions with tax rates lower than the U.S. statutory rate which is expected to contribute to an approximate ten-percentage point reduction in the effective tax rate for the full year 2008; and

	•		A valuation allowance decrease which is expected to contribute to an approximate five-percentage point reduction in the effective tax rate for the full year 2008.

A decrease in our valuation allowance occurred because we recognized earnings in jurisdictions where we have previously recorded a full valuation allowance (primarily the United States and Finland). These variances were partially offset by losses subject to valuation allowance in certain other non-U.S. jurisdictions and other permanent differences.

As we currently have positive earnings in most jurisdictions, 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.

Our subsidiaries file income tax returns in numerous tax jurisdictions, including the United States, 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 the various jurisdictions in which we operate. Because of the number of jurisdictions in which we file tax returns, in any given year the statute of limitations in certain jurisdictions may expire without examination within the 12-month period 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 fiscal year 2002.

During the fiscal quarter ended June 27, 2008, we settled a tax audit in the Asia Pacific region which resulted in a $3,200 reduction of unrecognized tax benefits and a corresponding reduction in the provision for income taxes. A number of tax years are also under audit by the relevant state and foreign tax authorities. We anticipate that several of these audits may be concluded in the foreseeable future, including in fiscal year 2008. 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 impact of this change 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 on our condensed consolidated statement of operations. During the fiscal quarter and six months ended June 27, 2008, we recorded interest expense and net penalties of $(1,482) and $523, respectively, amounts in both periods are net of $(3,000) of previously accrued tax penalties which were ultimately not assessed. During the fiscal quarter and six months ended June 29, 2007, we recorded $554 and $800 in interest expense and penalties, respectively.

11. Business Segments

We operate through two business groups: our Global Engineering and Construction Group (“Global E&C Group”) and our Global Power Group .

Global Engineering and Construction 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 and distribution facilities, and gasification facilities. Our Global E&C Group is also involved in the design of facilities in new or 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. Our Global E&C Group generates revenues from engineering, procurement and construction activities pursuant to contracts spanning up to approximately four years in duration and from returns on its equity investments in various power production facilities.

Our Global E&C Group provides the following services:

	•		Design, engineering, project management, construction and construction management services, including the procurement of equipment, materials and services from third-party suppliers and contractors.

	•		Environmental remediation services, together with related technical, engineering, design and regulatory services.

	•		Development, engineering, procurement, construction, ownership and operation of power generation facilities, from conventional and renewable sources, and waste-to-energy facilities in Europe.

Global Power Group

Our Global Power Group designs, manufactures and erects steam generating and auxiliary equipment for electric power generating stations and industrial facilities worldwide and owns and/or operates several cogeneration, independent power production and waste-to-energy facilities, as well as power generation facilities for the process and petrochemical industries. 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 full range of technologies, offering independent power producers, utilities and industrial clients high-value technology solutions for converting a wide range of fuels, such as coal, petroleum coke, oil, gas, biomass and municipal solid waste, into steam and power.

Our Global Power Group offers several other products and services related to steam generators:

	•		Design, manufacture and installation of auxiliary equipment, which includes feedwater heaters, steam condensers and heat-recovery equipment.

	•		A full line of new and retrofit nitrogen-oxide (“NO _x ”) reduction systems such as selective non-catalytic and catalytic NO _x reduction systems as well as complete low NO _x combustion systems.

	•		A broad range of steam generator site services, including construction and erection services, engineering, plant upgrading and life extensions.

	•		Research, analysis and experimental work in fluid dynamics, heat transfer, combustion, fuel technology, materials engineering and solid mechanics.

Corporate and Finance Group

In addition to these two business groups, which also represent operating segments for financial reporting purposes, we report corporate center expenses and expenses related to certain legacy liabilities, such as asbestos, in the Corporate and Finance Group (“C&F Group”), which we also treat as an operating segment for financial reporting purposes.

EBITDA is the primary measure of operating performance used by our chief operating decision maker.


				Global		Global		C&F
	Total			E&C Group		Power Group		Group ⁽¹⁾
Fiscal quarter ended June 27, 2008
Third-party revenues	$	1,701,022		$	1,249,730	$	451,292	$	—

EBITDA ⁽²⁾	$	220,428		$	155,688	$	68,378	$	(3,638	)

Less: Interest expense		(4,860	)
Less: Depreciation and amortization		(10,930	)

Income before income taxes		204,638
Provision for income taxes		(43,883	)

Net income	$	160,755


Fiscal quarter ended June 29, 2007
Third-party revenues	$	1,189,766		$	851,245	$	338,521	$	—

EBITDA ⁽³⁾	$	118,598		$	124,999	$	4,366	$	(10,767	)

Less: Interest expense		(5,211	)
Less: Depreciation and amortization		(8,561	)

Income before income taxes		104,826
Provision for income taxes		(32,976	)

Net income	$	71,850


Fiscal six months ended June 27, 2008
Third-party revenues	$	3,496,746		$	2,640,731	$	856,015	$	—

EBITDA ⁽⁴⁾	$	415,748		$	290,148	$	132,794	$	(7,194	)

Less: Interest expense		(11,011	)
Less: Depreciation and amortization		(22,286	)

Income before income taxes		382,451
Provision for income taxes		(83,633	)

Net income	$	298,818


Fiscal six months ended June 29, 2007
Third-party revenues	$	2,341,888		$	1,675,414	$	666,474	$	—

EBITDA ⁽⁵⁾	$	280,895		$	266,132	$	41,390	$	(26,627	)

Less: Interest expense		(9,936	)
Less: Depreciation and amortization		(17,399	)

Income before income taxes		253,560
Provision for income taxes		(66,885	)

Net income	$	186,675


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

(2)		Includes in the fiscal quarter ended June 27, 2008: increased/(decreased) contract profit of $13,560 from the regular re-evaluation of final estimated contract profits*: $16,120 in our Global E&C Group and $(2,560) in our Global Power Group; a gain of $20,000 in our C&F Group on the settlement of coverage litigation with an asbestos insurance carrier; and a charge of $1,725 in our C&F Group on the revaluation of our asbestos liability and related asset resulting from our rolling 15-year asbestos liability estimate.

(3)		Includes in the fiscal quarter ended June 29, 2007: increased/(decreased) contract profit of $(12,360) from the regular re-evaluation of final estimated contract profits*: $14,390 in our Global E&C Group and $(26,750) in our Global Power Group.


(4)		Includes in the fiscal six months ended June 27, 2008: increased/(decreased) contract profit of $13,020 from the regular re-evaluation of final estimated contract profits*: $18,300 in our Global E&C Group and $(5,280) in our Global Power Group; gains of $35,913 in our C&F Group on the settlement of coverage litigation with two asbestos insurance carriers; and a charge of $3,450 in our C&F Group on the revaluation of our asbestos liability and related asset resulting from our rolling 15-year asbestos liability estimate.

(5)		Includes in the fiscal six months ended June 29, 2007: increased/(decreased) contract profit of $8,890 from the regular re-evaluation of final estimated contract profits*: $34,010 in our Global E&C Group and $(25,120) in our Global Power Group.

*		Please refer to “Revenue Recognition on Long-Term Contracts” in Note 1 regarding changes in our final estimated profits on contracts.

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.

Operating revenues by industry were as follows:


	Fiscal Quarters Ended				Fiscal Six Months Ended
	June 27, 2008		June 29, 2007		June 27, 2008		June 29, 2007
Power generation	$	429,118	$	323,434	$	816,853	$	646,249
Oil refining		352,686		311,195		759,656		605,483
Pharmaceutical		15,674		63,009		34,109		92,696
Oil and gas		387,072		230,878		961,845		455,692
Chemical/petrochemical		465,630		218,105		830,945		445,760
Power plant operation and maintenance		36,690		30,222		65,906		59,525
Environmental		5,127		12,222		15,664		24,179
Other, net of eliminations		9,025		701		11,768		12,304

Total third-party revenues	$	1,701,022	$	1,189,766	$	3,496,746	$	2,341,888

12. Litigation and Uncertainties

Asbestos

Some of our U.S. and U.K. subsidiaries are defendants in numerous asbestos-related lawsuits and out-of-court informal claims pending in the 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 our subsidiaries during the 1970s and earlier.

United States

A summary of U.S. claim activity is as follows:


	Number of Claims
	Fiscal Quarters Ended						Fiscal Six Months Ended
	June 27,			June 29,			June 27,			June 29,
	2008			2007			2008			2007
Open claims at beginning of period		130,810			135,260			131,340			135,890
New claims		1,800			1,500			2,820			3,140
Claims resolved		(1,870	)		(3,180	)		(3,420	)		(5,450	)

Open claims at end of period		130,740			133,580			130,740			133,580

We had the following U.S. asbestos-related assets and liabilities recorded on our condensed consolidated balance sheet as of the dates set forth below. Total U.S. asbestos-related liabilities are estimated through the fiscal second quarter of 2023. 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.


	June 27,		December 28,
	2008		2007
Asbestos-related assets recorded within:
Accounts and notes receivable-other	$	55,800	$	47,100
Asbestos-related insurance recovery receivable		258,700		279,100

Total asbestos-related assets	$	314,500	$	326,200


Asbestos-related liabilities recorded within:
Accrued expenses	$	66,000	$	72,000
Asbestos-related liability		304,400		331,300

Total asbestos-related liabilities	$	370,400	$	403,300

Since fiscal year-end 2004, we have worked with Analysis, Research & Planning Corporation (“ARPC”), nationally recognized consultants in projecting asbestos liabilities, to estimate the amount of asbestos-related indemnity and defense costs at year-end for the next 15 years. Based on its review of fiscal year 2007 activity, ARPC recommended that the assumptions used to estimate our future asbestos liability be updated as of fiscal year-end 2007. Accordingly, we developed a revised estimate of our indemnity and defense costs through fiscal year-end 2022 considering the advice of ARPC. In the fiscal fourth quarter of 2007, we increased our liability for asbestos indemnity and defense costs through fiscal year-end 2022 to $403,300, 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 charge of $7,400 in the fiscal fourth quarter of 2007. Our estimated asbestos liability increased during the fiscal six months ended June 27, 2008 by $4,300, which represents the rolling 15-year asbestos-related liability estimate, and was reduced by payments amounting to approximately $37,200.

The amount paid on asbestos litigation, defense and case resolution was $17,200 and $37,200 for the fiscal quarter and six months ended June 27, 2008, respectively, and $21,300 and $44,900 for the fiscal quarter and six months ended June 29, 2007, respectively. In fiscal year 2008, proceeds from settlements with our insurers exceeded payments made by $16,100 and $11,200 in the fiscal quarter and six months ended June 27, 2008, respectively. We funded $18,400 and $29,000 of the payments made during the fiscal quarter and six months ended June 29, 2007, respectively, while all remaining amounts were paid from insurance proceeds. Through June 27, 2008, total cumulative indemnity costs paid were approximately $642,800 and total cumulative defense costs paid were approximately $268,100.

As of June 27, 2008, total asbestos-related liabilities were comprised of an estimated liability of $141,900 relating to open (outstanding) claims being valued and an estimated liability of $228,500 relating to future unasserted claims through the fiscal second quarter of 2023.

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 or non-malignancies. 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 fiscal second quarter of 2023, 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 fiscal second quarter of 2023, 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 fiscal second quarter of 2023. Historically, defense costs have represented approximately 29.4% of total defense and indemnity costs.

The overall historic average combined indemnity and defense cost per resolved claim through June 27, 2008 has been approximately $2.7. The average cost per resolved claim is increasing and we believe will continue to increase in the future.

The asbestos-related asset recorded within accounts and notes receivable-other as of June 27, 2008 reflects amounts due in the next 12 months under executed settlement agreements with insurers and does not include any estimate for future settlements. The recorded asbestos-related insurance recovery receivable includes an estimate of recoveries from insurers in the unsettled insurance coverage litigation referred to below based upon the application of New Jersey law to certain insurance coverage issues and assumptions relating to cost allocation and other factors as well as an estimate of the amount of recoveries under existing settlements with other insurers. Such amounts have not been discounted for the time value of money.

Since fiscal year-end 2005, we have worked with Peterson Risk Consulting, nationally recognized experts in the estimation of insurance recoveries, to review our estimate of the value of the settled insurance asset and assist in the estimation of our unsettled asbestos insurance asset. Based on insurance policy data, historical claim data, future liability estimates including the expected timing of payments and allocation methodology assumptions we provided them, Peterson Risk Consulting provided an analysis of the unsettled insurance asset as of June 27, 2008. We utilized that analysis to determine our estimate of the value of the unsettled insurance asset as of June 27, 2008.

As of June 27, 2008, we estimated the value of our unsettled asbestos insurance asset related to ongoing litigation in New York state court with our subsidiaries’ insurers at $23,200. The litigation relates to the amounts of insurance coverage available for asbestos-related claims and the proper allocation of the coverage among our subsidiaries’ various insurers and our subsidiaries as self-insurers. We believe that any amounts that our subsidiaries might be allocated as self-insurer would be immaterial.

An adverse outcome in the pending insurance litigation described above could limit our remaining insurance recoveries and result in a reduction in our insurance asset. However, a favorable outcome in all or part of the litigation could increase remaining insurance recoveries above our current estimate. If we prevail in whole or in part in the litigation, we will re-value our asset relating to remaining available insurance recoveries based on the asbestos liability estimated at that time.

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. In fiscal year 2007, our subsidiaries reached agreements to settle their disputed asbestos-related insurance coverage with four additional insurers. As a result of these settlements, we increased our asbestos-related insurance asset and recorded a gain of $13,500 in the second half of fiscal year 2007.

In the fiscal six months ended June 27, 2008, our subsidiaries reached agreements to settle their disputed asbestos-related insurance coverage with two additional insurers. As a result of these settlements, we recorded gains of $20,000 and $35,900 in the fiscal second quarter and six months ended June 27, 2008, respectively. We received cash of $30,250 from these 2008 settlements during the fiscal six months ended June 27, 2008.

We intend to continue to attempt to negotiate additional settlements where achievable on a reasonable basis in order to minimize the amount of future costs that we would be required to fund out of the cash flow generated from our operations. Unless we settle with the remaining insurers at recovery amounts significantly in excess of our current estimate, it is likely that the amount of our insurance settlements will not cover all future asbestos-related costs and we will be required to fund a portion of such future costs, which will reduce our cash flows and working capital.

In fiscal year 2006, we were successful in our appeal of a New York state trial court decision that previously had held that New York, rather than New Jersey, law applies in the above coverage litigation with our subsidiaries’ insurers, and as a result, we increased our insurance asset and recorded a gain of $19,500. On February 13, 2007, our subsidiaries’ insurers were granted permission by the appellate court to appeal the decision to the New York Court of Appeals, the state’s highest court. On October 11, 2007, the New York Court of Appeals upheld the appellate court decision in our favor.

Even if the coverage litigation is resolved in a manner favorable to us, our insurance recoveries (both from the litigation and from settlements) may be limited by insolvencies among our insurers. We have not assumed recovery in the estimate of our asbestos insurance asset from any of our currently insolvent insurers. Other insurers may become insolvent in the future and our insurers may fail to reimburse amounts owed to us on a timely basis. Failure to realize the expected insurance recoveries, or delays in receiving material amounts from our insurers, could have a material adverse effect on our financial condition and our cash flows.

Based on the fiscal year-end 2007 liability estimate, an increase of 25% in the average per claim indemnity settlement amount would increase the liability by $70,400 and the impact on expense would be dependent upon available insurance recoveries. Assuming no change to the assumptions currently used to estimate our insurance asset, this increase would result in a charge in the statement of operations in the range of approximately 70% to 80% 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 this 25%, the percentage of that increase that would be expected to be funded by additional insurance recoveries will decline.

We had net cash inflows of $11,200 as a result of insurance settlement proceeds in excess of the asbestos liability indemnity payments and defense costs during the fiscal six months ended June 27, 2008. We expect to have net cash inflows of $14,900 as a result of insurance settlement proceeds in excess of the asbestos liability indemnity and defense costs for the full twelve months of fiscal year 2008. This estimate assumes no additional settlements with insurance companies or elections by us to fund additional payments. As we continue to collect cash from insurance settlements and assuming no increase in our asbestos-related insurance liability or any future insurance settlements, the asbestos-related insurance receivable recorded on our condensed 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.

United Kingdom

Some of our subsidiaries in the United Kingdom have also received claims alleging personal injury arising from exposure to asbestos. To date, 881 claims have been brought against our U.K. subsidiaries of which 344 remained open as of June 27, 2008. None of the settled claims has resulted in material costs to us.

As of June 27, 2008, we had recorded total liabilities of $49,300 comprised of an estimated liability relating to open (outstanding) claims of $8,500 and an estimated liability relating to future unasserted claims through the fiscal second quarter of 2023 of $40,800. Of the total, $3,000 was recorded in accrued expenses and $46,300 was recorded in asbestos-related liability on the condensed consolidated balance sheet. An asset in an equal amount was recorded for the expected U.K. asbestos-related insurance recoveries, of which $3,000 was recorded in accounts and notes receivable-other and $46,300 was recorded as asbestos-related insurance recovery receivable on the condensed consolidated balance sheet. 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 and related asset recorded in the U.K. would be approximately $66,900.

Project Claims

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.

Power Plant Arbitration — Eastern Europe

In June 2006, we commenced arbitration against a client seeking final payment for our services in connection with two power plants that we designed and built in Eastern Europe. The dispute primarily concerns whether we are liable to the client for liquidated damages (“LDs”) under the contract for delayed completion of the projects. The client contends that it is owed LDs, limited under the contract at approximately € 37,600 (approximately $59,400 at the exchange rate in effect as of June 27, 2008), and is retaining as security for these LDs approximately € 22,000 (approximately $34,700 at the exchange rate in effect as of June 27, 2008) in contract payments otherwise due to us for work performed. The client contends that it is owed an additional € 6,900 (approximately $10,900 at the exchange rate in effect as of June 27, 2008) for the cost of consumable materials it had to incur due to the extended commissioning period on both projects, the cost to relocate a piece of equipment on one of the projects and the cost of various warranty repairs and punch list work. We are seeking payment of the € 22,000 (approximately $34,700 at the exchange rate in effect as of June 27, 2008 and which is recorded within contracts in process on the condensed consolidated balance sheet) in retention that is being held by the client for LDs, plus approximately € 4,900 (approximately $7,700 at the exchange rate in effect as of June 27, 2008) in interest on the retained funds, as well as approximately € 9,100 (approximately $14,400 at the exchange rate in effect as of June 27, 2008) in additional compensation for extra work performed beyond the original scope of the contracts and the client’s failure to procure the required property insurance for the project, which should have provided coverage for some of the damages we incurred on the project related to turbine repairs. The arbitration hearing has concluded and the parties are awaiting a decision by the arbitrator. Accordingly, it is premature to predict the outcome of this matter.

Power Plant Dispute — Ireland

In 2006, a dispute arose with a client because of material corrosion that is occurring at two power plants we designed and built in Ireland, which began operation in December 2005 and June 2006. The boilers at both plants are designed to burn milled peat as the primary fuel, supplied from different local sources. The peat being supplied is out of the range specified by our contract and, while the matter is still under investigation, we believe this variation from the agreed specifications is the cause of alkali halides corrosion that is affecting the boiler tubes. We have identified a technical solution to ameliorate the boiler tube corrosion, and we and the client are in the process of evaluating the proposed solution for the boiler tube corrosion in light of continued investigation and data collection and analysis. Disavowing responsibility for the fuel specification, the client has refused to pay for the cost of the corrective work and has reserved its rights against us under the contract, which could include repairing or rejecting the plants and recovering consequential damages in the event we are determined to be grossly negligent. We have advised the client that we are not responsible for the cost of corrective work to address corrosion resulting from out-of-specification fuel and we have been engaging in discussions with the client regarding our respective claims.

There is also corrosion occurring to subcontractor-provided emissions control equipment and induction fans at the back-end of the power plants. The cause of this back-end corrosion, which we discovered during the fiscal second quarter of 2007 to be more extensive than previously assessed, is under investigation. Based upon the information gathered to date, we believe the corrosion is due principally to the low set point temperature design of the emissions control equipment that was set by our subcontractor. If this proves to be the case, we believe the subcontractor would be responsible for the cost to remedy this problem under our agreement with them, although we may have direct responsibility for this cost to the client under our agreement with them. To date, the subcontractor has denied responsibility for the corrosion, contending it is the result of out-of-specification fuel supplied by the client. We have reserved our rights against the client if this proves to be the case. To the extent that we incur costs for correcting this problem, we intend to pursue claims against our subcontractor and/or our client, depending upon the cause of the corrosion. Due to the potential magnitude of the amounts involved, there can be no assurance that we will collect amounts for which our subcontractor may be determined to be liable. From a plant rejection standpoint, we do not believe that the back-end corrective work will materially impact our availability guaranty to the client described below.

The contract for these plants contains an availability guaranty requiring the plants to meet specified energy generation levels over a three year period. The availability guaranty is expressly conditioned upon the use of the contract-specified fuel. The availability guaranty provides for liquidated damages which could reach the contract cap for liquidated damages of € 17,500 (approximately $27,600 at the exchange rate in effect as of June 27, 2008). In addition to liquidated damages, in the event that availability of either of the plants as an average of the best two out of the first three years of operation is 80% or below, the client may be entitled to certain remedies, the most significant of which would be the right to reject both plants and seek reimbursement of the € 351,000 contract price paid for the plants (approximately $554,300 at the exchange rate in effect as of June 27, 2008) plus restoration costs at the sites. The client has alleged that at least one of the plants has failed to meet the availability guaranty which we have disputed. We have advised the client that we do not believe we are responsible under our availability guaranty (which is expressly subject to the client’s provision of specified fuel).

Under the contract, disputes are to be arbitrated under The Institution of Engineers of Ireland Arbitration Procedure. On May 13, 2008, the client served a notice, referring the parties’ dispute to arbitration. An arbitration panel has not been appointed and we continue to engage in discussions with the client at its request to resolve this dispute as referenced above. Although no pleading has been filed by the client in the proceeding, damages that the client may seek could include, but may not be limited to, the cost to correct the corrosion in the boiler tubes and emissions control equipment, liquidated damages under the availability guaranty, consequential damages, including but not limited to lost profits, in the event gross negligence is proven and, in the event of rejection, the total amount paid in respect of the plants, under the contract or otherwise, plus the cost to dismantle the plants. As such, the costs claimed could exceed the above-stated contract price paid for the plants and liquidated damages. We intend to vigorously oppose such claims if asserted in the arbitration.

We have completed the necessary corrective actions for certain defects in the conveyor equipment at the plants. While we believe that the subcontractor that provided the equipment is responsible for the defects, our investigation is continuing.

During the fiscal fourth quarter of 2006, we established a contingency of $25,000 in relation to this project. Primarily as a result of the fiscal second quarter of 2007 discovery of the more extensive back-end corrosion, the contingency was increased by $30,000 during the fiscal second quarter of 2007.

The performance of our subsidiary executing the foregoing contract in Ireland is guaranteed by Foster Wheeler Ltd. In addition, there are € 16,700 (approximately $26,400 at the exchange rate in effect as of June 27, 2008) of outstanding retention bonds that have been issued in favor of the client.

Due to the inherent commercial, legal and technical uncertainties underlying the estimation of all of the project claims described above, 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.

Camden County Waste-to-Energy Project

One of our project subsidiaries, Camden County Energy Recovery Associates, LP (“CCERA”) owns and operates a waste-to-energy facility in Camden County, New Jersey (the “Project”). The Pollution Control Finance Authority of Camden County (“PCFA”) issued bonds to finance the construction of the Project and to acquire a landfill for Camden County’s use. Pursuant to a loan agreement between the PCFA and CCERA, proceeds from the bonds were loaned by the PCFA to CCERA and used by CCERA to finance the construction of the facility. Accordingly, the proceeds of this loan were recorded as debt on CCERA’s balance sheet and, therefore, are included in our condensed consolidated balance sheet. CCERA’s obligation to service the debt incurred pursuant to the loan agreement is limited to depositing all tipping fees and electric revenues received with the trustee of the PCFA bonds. The trustee is required to pay CCERA its service fees prior to servicing the PCFA bonds. CCERA has no other debt repayment obligations under the loan agreement with the PCFA.

In 1997, the United States Supreme Court effectively invalidated New Jersey’s long-standing municipal solid waste flow rules and regulations, eliminating the guaranteed supply of municipal solid waste to the Project with its corresponding tipping fee revenue. As a result, tipping fees have been reduced to market rate in order to provide a steady supply of fuel to the Project. Since the ruling, those market-based revenues have not been, and are not expected to be, sufficient to service the debt on outstanding bonds issued by the PCFA to finance the construction of the Project.

In 1998, CCERA filed suit against the PCFA and other parties seeking, among other things, to void the applicable contracts and agreements governing the Project (Camden County Energy Recovery Assoc. v. N.J. Department of Environmental Protection, et al., Superior Court of New Jersey, Mercer County, L-268-98). Since 1999, the State of New Jersey has provided subsidies sufficient to ensure the payment of each of the PCFA’s debt service payments as they became due. The bonds outstanding in connection with the Project were issued by the PCFA, not by us or CCERA, and the bonds are not guaranteed by either us or CCERA. In the litigation, the defendants have asserted, among other things, that an equitable portion of the outstanding debt on the Project should be allocated to CCERA even though CCERA did not guarantee the bonds.

At this time, we cannot determine the ultimate outcome of the foregoing and the potential effects on CCERA and the Project. If the State of New Jersey were to fail to subsidize the debt service, and there were to be a default on a debt service payment, the bondholders might proceed to attempt to exercise their remedies, by among other things, seizing the collateral securing the bonds. We do not believe this collateral includes CCERA’s plant.

Environmental Matters

CERCLA and Other Remedial Matters

Under U.S. federal statutes, such as the Resource Conservation and Recovery Act, Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (“CERCLA”), the Clean Water Act and the Clean Air Act, and similar state laws, the current owner or operator of real property and the past owners or operators of real property (if disposal of toxic or hazardous substances took place during such past ownership or operation) may be jointly and severally liable for the costs of removal or remediation of toxic or hazardous substances on or under their property, regardless of whether such materials were released in violation of law or whether the owner or operator knew of, or was responsible for, the presence of such substances. Moreover, under CERCLA and similar state laws, persons who arrange for the disposal or treatment of hazardous or toxic substances may also be jointly and severally liable for the costs of the removal or remediation of such substances at a disposal or treatment site, whether or not such site was owned or operated by such person, which we refer to as an off-site facility. Liability at such off-site facilities is typically allocated among all of the financially viable responsible parties based on such factors as the relative amount of waste contributed to a site, toxicity of such waste, relationship of the waste contributed by a party to the remedy chosen for the site and other factors.

We currently own and operate industrial facilities and we have also transferred our interests in industrial facilities that we formerly owned or operated. It is likely that as a result of our current or former operations, hazardous substances have affected the facilities or the real property on which they are or were situated. We also have received and may continue to receive claims pursuant to indemnity obligations from the present owners of facilities we have transferred, which claims may require us to incur costs for investigation and/or remediation.

We are currently engaged in the investigation and/or remediation under the supervision of the applicable regulatory authorities at four of our or our subsidiaries’ former facilities. In addition, we sometimes engage in investigation and/or remediation without the supervision of a regulatory authority. Although we do not expect the environmental conditions at our present or former facilities to cause us to incur material costs in excess of those for which reserves have been established, it is possible that various events could cause us to incur costs materially in excess of our present reserves in order to fully resolve any issues surrounding those conditions. Further, no assurance can be provided that we will not discover additional environmental conditions at our currently or formerly owned or operated properties, or that additional claims will not be made with respect to formerly owned properties, requiring us to incur material expenditures to investigate and/or remediate such conditions.

We have been notified that we are a potentially responsible party (“PRP”) under CERCLA or similar state laws at three off-site facilities. At each of these sites, our liability should be substantially less than the total site remediation costs because the percentage of waste attributable to us compared to that attributable to all other PRPs is low. We do not believe that our share of cleanup obligations at any of the off-site facilities as to which we have received a notice of potential liability will exceed $500 in the aggregate. We have also received and responded to a request for information from the United States Environmental Protection Agency (“USEPA”) regarding a fourth off-site facility. We do not know what, if any, further actions USEPA may take regarding this fourth off-site facility.

Mountain Top

In February 1988, one of our subsidiaries, Foster Wheeler Energy Corporation (“FWEC”), entered into a Consent Agreement and Order with the USEPA and the Pennsylvania Department of Environmental Protection (“PADEP”) regarding its former manufacturing facility in Mountain Top, Pennsylvania. The order essentially required FWEC to investigate and remediate as necessary contaminants, including trichloroethylene (“TCE”), in the soil and groundwater at the facility. Pursuant to the order, in 1993 FWEC installed a “pump and treat” system to remove TCE from the groundwater. It is not possible at the present time to predict how long FWEC will be required to operate and maintain this system.

In the fall of 2004, FWEC sampled the private domestic water supply wells of certain residences in Mountain Top and identified approximately 30 residences whose water supply 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 an investigation to, among other things, attempt to identify the source(s) of the TCE in the residential wells. Although FWEC believed the evidence available at that time was not sufficient to support a determination by a governmental entity that FWEC was a PRP as to the TCE in the residential wells, FWEC in October 2004 began providing the potentially affected residences with bottled water. It thereafter arranged for the installation, maintenance and testing of filters to remove the TCE from the water being drawn from the wells. In August 2005, FWEC entered into a settlement agreement with USEPA whereby FWEC agreed to arrange and pay for the hookup of public water to the affected residences, which involved the extension of a water main and the installation of laterals from the main to the affected residences. The foregoing hookups have been completed, but there may be a limited number of additional hookups in the future. As residences were hooked up, FWEC ceased providing bottled water and filters to them. FWEC is incurring costs related to public outreach and communications in the affected area. FWEC may be required to pay the agencies’ costs in overseeing and responding to the situation. There is also a possibility that FWEC would incur further costs if, in response to USEPA’s July 10, 2008 letter providing it the opportunity to conduct a Remedial Investigation / Feasibility Study or otherwise, it were to conduct further investigation regarding the TCE and/or to continue to monitor the groundwater in the area of the affected residences. We have accrued our best estimate of the cost related to the foregoing and review 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, the potential for future 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, nor is it possible 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.

Between March 2006 and May 2006, complaints against FWEC were filed in three separate actions: Sarah Martin et al. v. Foster Wheeler Energy Corporation , Case No. 3376-06, Court of Common Pleas, Luzerne County, Pennsylvania (subsequently removed to the United States District Court, Middle District of Pennsylvania), Donna Rose Cunningham et al. v. Foster Wheeler Energy Corporation , Case No. 3:CV-06-0805, United States District Court, Middle District of Pennsylvania, and Gary Prezkop, Personal Representative of the Estate of Mary Prezkop, Deceased, and in his own right, v. Foster Wheeler Energy Corporation et al., Case No. 000545 , Court of Common Pleas, Philadelphia County, Pennsylvania. The complaints claimed to be on behalf of those owning or residing on property impacted or threatened with impacts of the TCE released from the former FWEC facility. The complaints sought to recover costs of environmental remediation and continued environmental monitoring of plaintiffs’ property, diminution in property value, costs associated with obtaining healthy water, the establishment of medical monitoring trust funds, and damages for emotional distress. The Martin complaint claimed to be on behalf of a class. The Prezkop complaint included claims for wrongful death. FWEC has since settled all of the above litigation for amounts that, individually and in the aggregate, did not have a material impact on our financial position, results of operations or cash flows.

Other Environmental Matters

Our operations, especially our manufacturing and power plants, are subject to comprehensive laws adopted for the protection of the environment and to regulate land use. The laws of primary relevance to our operations regulate the discharge of emissions into the water and air, but can also include hazardous materials handling and disposal, waste disposal and other types of environmental regulation. These laws and regulations in many cases require a lengthy and complex process of obtaining licenses, permits and approvals from the applicable regulatory agencies. Noncompliance with these laws can result in the imposition of material civil or criminal fines or penalties. We believe that we are in substantial compliance with existing environmental laws. However, no assurance can be provided that we will not become the subject of enforcement proceedings that could cause us to incur material expenditures. Further, no assurance can be provided that we will not need to incur material expenditures beyond our existing reserves to make capital improvements or operational changes necessary to allow us to comply with future environmental laws.

With regard to the foregoing, the waste-to-energy facility operated by our CCERA project subsidiary is subject to certain revisions to New Jersey’s mercury air emission regulations. The revisions make CCERA’s mercury control requirements more stringent, especially when the last phase of the revisions becomes effective in 2012. CCERA’s management believes that the data generated during recent stack testing tends to indicate that the facility will be able to comply with even the most stringent of the regulatory revisions without installing additional control equipment. Even if the equipment had to be installed, CCERA believes that the project’s sponsor would be responsible to pay for the equipment. However, the sponsor may not have sufficient funds to do so or may assert that it is not so responsible. Estimates of the cost of installing the additional control equipment are approximately $30,000 based on our last assessment.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (amounts in thousands of dollars, except share data and per share amounts)

The following is management’s discussion and analysis of certain significant factors that have affected our financial condition and results of operations for the periods indicated below. This discussion and analysis should be read in conjunction with our consolidated financial statements and notes thereto included in this quarterly report on Form 10-Q and our annual report on Form 10-K for the fiscal year ended December 28, 2007, which we refer to as our 2007 Form 10-K.

Safe Harbor Statement

This management’s discussion and analysis of financial condition and results of operations, other sections of this quarterly report on Form 10-Q and other reports and oral statements made by our representatives from time to time may contain forward-looking statements that are based on our assumptions, expectations and projections about Foster Wheeler Ltd. and the various industries within which we operate. These include statements regarding our expectations about revenues (including as expressed by our backlog), our liquidity, the outcome of litigation and legal proceedings and recoveries from customers for claims and the costs of current and future asbestos claims and the amount and timing of related insurance recoveries. Such forward-looking statements by their nature involve a degree of risk and uncertainty. We caution that a variety of factors, including but not limited to the factors described in Part I, Item 1A, “Risk Factors,” in our 2007 Form 10-K, which we filed with the SEC on February 26, 2008 and the following, could cause business conditions and our results to differ materially from what is contained in forward-looking statements:

	•		changes in the rate of economic growth in the United States and other major international economies;

	•		changes in investment by the oil and gas, oil refining, chemical/petrochemical and power industries;

	•		changes in the financial condition of our customers;

	•		changes in regulatory environments;

	•		changes in project design or schedules;

	•		contract cancellations;

	•		changes in our estimates of costs to complete projects;

	•		changes in trade, monetary and fiscal policies worldwide;

	•		compliance with laws and regulations relating to our global operations;

	•		currency fluctuations;

	•		war and/or terrorist attacks on facilities either owned by us or where equipment or services are or may be provided by us;

	•		interruptions to shipping lanes or other methods of transit;

	•		outcomes of pending and future litigation, including litigation regarding our liability for damages and insurance coverage for asbestos exposure;

	•		protection and validity of our patents and other intellectual property rights;

	•		increasing competition by foreign and domestic companies;

	•		compliance with our debt covenants;

	•		recoverability of claims against our customers and others by us and claims by third parties against us; and

	•		changes in estimates used in our critical accounting policies.

Other factors and assumptions not identified above were also involved in the formation of these forward-looking statements and the failure of such other assumptions to be realized, as well as other factors, may also cause actual results to differ materially from those projected. Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described above in connection with any forward-looking statements that may be made by us.

In addition, this management’s discussion and analysis of financial condition and results of operations contains several statements regarding current and future general global economic conditions. These statements are based on our compilation of economic data and analyses from a variety of external sources. While we believe these statements to be reasonably accurate, global economic conditions are difficult to analyze and predict and are subject to significant uncertainty and as a result, these statements may prove to be wrong.

We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any additional disclosures we make in proxy statements, quarterly reports on Form 10-Q, annual reports on Form 10-K and current reports on Form 8-K filed with the Securities and Exchange Commission.

Overview

We operate through two business groups — the Global Engineering & Construction Group, which we refer to as our Global E&C Group, and our Global Power Group. In addition to these two business groups, we also report corporate center expenses and expenses related to certain legacy liabilities, such as asbestos, in the Corporate and Finance Group, which we refer to as the C&F Group.

Since fiscal year 2007, we have been exploring strategic acquisitions within the engineering and construction industry to complement or expand on our technical capabilities or access to new market segments. In February 2008, we acquired a U.S.-based biopharmaceutical engineering company as part of our strategy to enhance our positioning in the pharmaceutical marketplace, especially in the U.S. We are also exploring acquisitions within the power industry to complement our product offering. However, there is no assurance that we will consummate acquisitions in the future.

Results for the Fiscal Second Quarter and First Six Months of 2008

We had net income of $160,800 in the fiscal second quarter of 2008, compared to net income of $71,900 in the comparable period in fiscal year 2007. For the first fiscal six months of 2008, we had net income of $298,800 compared to net income of $186,700 in the comparable period in fiscal year 2007. The improvements in both the fiscal second quarter and first six months of 2008, compared to the corresponding periods in fiscal year 2007, reflect the sharply improved performance by our Global Power Group and continued strong operating performance by our Global E&C Group.

Additional highlights included the following:

	•		Our consolidated operating revenues increased 43% to $1,701,000 in the fiscal second quarter of 2008, as compared to $1,189,800 in the fiscal second quarter of 2007, and increased 49% to $3,496,700 in the fiscal six months ended June 27, 2008, as compared to $2,341,900 in the fiscal six months ended June 29, 2007. These increases in operating revenues in both the fiscal quarter and six months ended June 27, 2008 reflect increased flow-through revenues and greater business activity in both our Global E&C Group and our Global Power Group.

	•		Our consolidated new orders, measured in terms of future revenues, were $840,500 in the fiscal second quarter of 2008, as compared to $1,243,700 in the fiscal first quarter of 2008 and $983,300 in the fiscal second quarter of 2007.

	•		Our consolidated backlog of unfilled orders, measured in future revenues, as of June 27, 2008 was $8,172,800, a decrease as compared to $8,951,400 as of March 28, 2008 and an increase as compared to $5,543,800 as of June 29, 2007.

	•		Our consolidated backlog, measured in terms of Foster Wheeler scope (as defined below), as of June 27, 2008, decreased to $3,323,300, as compared to $3,564,200 as of March 28, 2008 and increased as compared to $2,804,300 as of June 29, 2007.

•

E&C man-hours in backlog (in thousands) as of June 27, 2008 decreased to 13,500, as compared to 14,200 as of March 28, 2008 and increased as compared to 11,000 as of June 29, 2007.

Challenges and Drivers

Our primary operating focus continues to be booking quality new business and executing our contracts well. The global markets in which we operate are largely dependent on overall economic growth and the resultant demand for oil and gas, electric power, petrochemicals and refined products.

In our Global E&C business, current and projected end product demand remains strong and continues to stimulate investment by our clients in new and expanded plants. Therefore, attracting and retaining qualified technical personnel to execute the existing backlog of unfilled orders and future bookings will continue to be a management priority. Equally important is ensuring that we maintain an appropriate management infrastructure to integrate and manage the technical personnel. We believe the primary drivers and constraints in our Global E&C market today are: global economic growth, oil and natural gas prices and scope and timing of client investments. See “—Results of Operations-Business Segments-Global E&C Group-Overview of Segment” below for a more detailed discussion of the challenges and drivers that impact our Global E&C Group, including the current global economic outlook.

In our Global Power Group business, we believe the primary drivers and constraints in the global steam generator market today are: economic growth, power plant price inflation, concern related to greenhouse gas emissions, entry into new geographic markets, impact of environmental regulation, and capacity constraints of electricity markets. These drivers differ across world regions, countries and provinces. See “—Results of Operations-Business Segments-Global Power Group-Overview of Segment” below for a more detailed discussion of the challenges and drivers that impact our Global Power Group, including the current global economic outlook.

New Orders

The Global E&C Group’s new orders, measured in future revenues, decreased to $646,300 in the fiscal second quarter of 2008, as compared to $707,300 in the fiscal first quarter of 2008 and increased as compared to $430,500 in the fiscal second quarter of 2007. These new orders are inclusive of estimated flow-through revenues, as defined below, of $108,300, $94,800 and $114,300 for the fiscal second quarter of 2008, fiscal first quarter of 2008 and fiscal second quarter of 2007, respectively. We expect capital investments in the markets served by our Global E&C Group, including the chemical, petrochemical, oil refining, liquefied natural gas, which we refer to as LNG, and upstream oil and gas industries, to be strong for the remainder of fiscal year 2008. As a result, we also expect the demand for the services and equipment supplied by engineering and construction contractors such as us to be strong throughout the remainder of fiscal year 2008.

The Global Power Group’s new orders decreased to $194,200 in the fiscal second quarter of 2008, as compared to $536,400 in the fiscal first quarter of 2008 and $552,800 in the fiscal second quarter of 2007. However, we believe that there are opportunities throughout the remainder of fiscal year 2008 in the power markets we serve, such as solid fuel-fired steam generators, steam generator services, steam generator environmental products and steam generator-related construction services.

Results of Operations:

Operating Revenues:


	June 27,		June 29,
	2008		2007		$ Change		% Change
Fiscal quarter ended	$	1,701,022	$	1,189,766	$	511,256		43.0	%
Fiscal six months ended	$	3,496,746	$	2,341,888	$	1,154,858		49.3	%

The composition of our operating revenues varies from period to period based on the portfolio of contracts in execution during any given period. Our operating revenues are therefore dependent on our portfolio of contracts, the strength of the various geographic markets and industries we serve and our ability to address those markets and industries.

The increases in operating revenues in the fiscal second quarter and six months ended June 27, 2008, compared to the corresponding periods of fiscal year 2007, were driven by our Global E&C Group, which experienced increases in operating revenues of $398,500 and $965,300, respectively, representing 78% and 84%, respectively, of the increases in consolidated operating revenues for each period. The increases in operating revenues are the result of the Global E&C Group successfully meeting the strong market demand in the oil and gas, petrochemical and refining industries that stimulated investment by our customers. In the fiscal second quarter and six months ended June 27, 2008, our Global E&C Group operating revenues from these three industries increased by $445,200 and $1,045,500, respectively, while operating revenues from the other industries we serve declined by $46,700 and $80,200, respectively. Please refer to the section entitled, “—Business Segments” within this Item 2 and Note 11 to the condensed consolidated financial statements in this quarterly report on Form 10-Q for a discussion of our view of the outlook for the oil and gas, petrochemical and refining industries.

The increases in our Global E&C Group operating revenues during the fiscal second quarter and six months ended June 27, 2008, were driven by the execution of projects located in, Asia (increases of $196,700, or 49% and $319,800, or 33%, respectively), Australasia ($155,300, or 39% and $492,800, or 51%, respectively), Europe (increases of $27,500, or 7% and $77,500, or 8%, respectively), and the Middle East (increases of $38,500, or 10% and $122,200, or 13%, respectively).

Our Global E&C Group’s operating revenues in the fiscal second quarter and six months ended June 27, 2008, included $734,900 and $1,578,700, respectively, of flow-through revenues. Flow-through revenues increased by $367,100 and $916,400, respectively from fiscal year 2007, representing 92% and 95%, respectively, of the increase in Global E&C Group operating revenues and 72% and 79%, respectively, of the increase in consolidated operating revenues. Flow-through revenues and costs result when we purchase materials, equipment or subcontractor services on behalf of our customer on a reimbursable basis with no profit on the materials, equipment or subcontractor services and which we have the overall responsibility as the contractor for the engineering specifications and procurement or procurement services for the materials, equipment or subcontractor services included in flow-through costs. Although flow-through revenues and costs do not impact contract profit or net earnings, increased amounts of flow-through revenues have the effect of reducing our reported profit margins as a percent of operating revenues.

Our Global Power Group, which predominantly serves the power generation industry, contributed $112,800, or 22% and $189,500, or 16%, to the increase in consolidated operating revenues in the fiscal second quarter and six months ended June 27, 2008, respectively. The increase in operating revenues in our Global Power Group is primarily attributable to the execution of projects located in Europe, North America and South America.

Please refer to the section entitled “—Business Segments” within this Item 2 and Note 11 to the condensed consolidated financial statements in this quarterly report on Form 10-Q for further information.

Contract Profit:


	June 27,		June 29,
	2008		2007		$ Change		% Change
Fiscal quarter ended	$	246,216	$	168,846	$	77,370		45.8	%
Fiscal six months ended	$	463,187	$	376,358	$	86,829		23.1	%

Contract profit is computed as operating revenues less cost of operating revenues.

The increase in contract profit for the fiscal second quarter and six months ended June 27, 2008, compared to the corresponding periods of fiscal year 2007, was driven primarily by increased volumes of business in our Global E&C Group executed at improved margins for the fiscal second quarter and sustained margins for the six months ended June 27, 2008, excluding the impact on margins of flow-through revenues, and by increased volumes of business in our Global Power Group executed at improved margins in both periods as compared to fiscal year 2007. The contract profit in our Global Power Group was negatively impacted by a $30,000 charge in the fiscal second quarter and six months ended June 29, 2007, on a legacy project as described in Note 12 to the condensed consolidated financial statements in this quarterly report on Form 10-Q and positively impacted by $7,500 in the six months ended June 27, 2008 by a commitment fee that our Global Power Group received on a contract that we were not awarded. Please refer to the section entitled “—Business Segments” within this Item 2 for further information.

Selling, General and Administrative (SG&A) Expenses:


	June 27,		June 29,
	2008		2007		$ Change		% Change
Fiscal quarter ended	$	79,044	$	62,305	$	16,739		26.9	%
Fiscal six months ended	$	143,940	$	117,393	$	26,547		22.6	%

SG&A expenses include the costs associated with general management, sales pursuit, including proposal expenses, and research and development costs. The increase in SG&A expenses in the fiscal second quarter of 2008, compared to the corresponding period in fiscal year 2007, results from increases in general overhead costs of $9,700, sales pursuit costs of $6,400 and research and development costs of $600. The general overhead costs increase includes $600 in our Global Power Group related to the settlement of pension obligations for certain former employees in Canada. Please refer to Note 5 to the condensed consolidated financial statements in this quarterly report on Form 10-Q for further information.

The increase in SG&A expenses in the first fiscal six months of 2008, compared to the corresponding period in fiscal year 2007, results from increases in general overhead costs of $15,800, sales pursuit costs of $10,200 and research and development costs of $500. The general overhead costs increase includes $600 in our Global Power Group related to the settlement of pension obligations for certain former employees in Canada. Please refer to Note 5 to the condensed consolidated financial statements in this quarterly report on Form 10-Q for further information.

The increases in general overhead and sales pursuit costs result primarily from the increased volume of business in the first fiscal six months of 2008, which drove an increase in the number of non-technical support staff and related costs in the fiscal year 2008 periods compared to the corresponding periods in fiscal year 2007.

Other Income:


	June 27,		June 29,
	2008		2007		$ Change		% Change
Fiscal quarter ended	$	18,639	$	15,647	$	2,992		19.1	%
Fiscal six months ended	$	38,173	$	21,411	$	16,762		78.3	%

Other income in the fiscal second quarter of 2008 consists primarily of $13,400 in equity earnings generated from our ownership interests, in build, own and operate projects in Italy and Chile, a $1,300 gain from an insurance settlement and $1,000 of foreign exchange gains. Our share of equity earnings in certain of our projects in Italy was favorably impacted by $6,700, of which $5,200 related to reporting periods prior to the fiscal second quarter of 2008, as a result of a recently enacted regulatory ruling that provides for reimbursement of costs associated with emission rights. In addition, our share of equity earnings in our project in Chile increased by $2,300 due primarily to an increase in electric tariff rates when compared to the fiscal year 2007 average electric tariff rates.

Other income in the fiscal second quarter of 2007 consists primarily of $6,800 in equity earnings generated from our ownership interests, in build, own and operate projects in Italy and Chile, a $6,600 gain on a real estate investment and $300 of investment income.

Other income in the first fiscal six months of 2008 consists primarily of $25,200 in equity earnings generated from our ownership interests, in build, own and operate projects in Italy and Chile, $6,500 of foreign exchange gains and a $1,300 gain from an insurance settlement. Our share of equity earnings in certain of our projects in Italy was favorably impacted by $6,700, of which $3,400 related to reporting periods prior to the first fiscal six months of 2008, as a result of a recently enacted regulatory ruling that provides for reimbursement of costs associated with emission rights. In addition, our share of equity earnings in our project in Chile increased by $7,400 due primarily to an increase in electric tariff rates when compared to the fiscal year 2007 average electric tariff rates.

Other income in the first fiscal six months of 2007 consists primarily of $11,000 in equity earnings generated from our ownership interests, in build, own and operate projects in Italy and Chile, a $6,600 gain on a real estate investment and $1,000 of investment income.

Other Deductions:


	June 27,		June 29,
	2008		2007		$ Change			% Change
Fiscal quarter ended	$	6,203	$	17,231	$	(11,028	)		(64.0	)%
Fiscal six months ended	$	18,094	$	25,403	$	(7,309	)		(28.8	)%

Other deductions in the fiscal second quarter of 2008 consists primarily of $6,500 of legal fees, $800 of bank fees, $500 of consulting fees, a $400 provision for dispute resolution and environmental remediation costs, partially offset by a net $(2,400) reduction in tax penalties, which includes $(3,000) of previously accrued tax penalties which were ultimately not assessed.

Other deductions in the fiscal second quarter of 2007 consists primarily of $8,700 provision for dispute resolution and environmental remediation costs, $5,300 of legal fees, $1,200 of bank fees and a $100 charge for tax penalties.

Other deductions in the first fiscal six months of 2008 consists primarily of $12,600 of legal fees, $2,100 of bank fees, a $1,800 provision for dispute resolution and environmental remediation costs, $1,400 of consulting fees, partially offset by a net $(1,600) reduction in tax penalties, which includes $(3,000) of previously accrued tax penalties which were ultimately not assessed.

Other deductions in the first fiscal six months of 2007 consists primarily of $9,500 of legal fees, a $9,300 provision for dispute resolution and environmental remediation costs, $1,800 of bank fees, $1,200 of foreign exchange losses and a $400 charge for tax penalties.

Interest Income:


	June 27,		June 29,
	2008		2007		$ Change		% Change
Fiscal quarter ended	$	12,167	$	6,044	$	6,123		101.3	%
Fiscal six months ended	$	22,698	$	11,796	$	10,902		92.4	%

The increase in interest income in the fiscal second quarter and first six months of 2008, compared to the corresponding periods of fiscal year 2007, resulted primarily from higher average cash and cash equivalents balances.

Interest Expense:


	June 27,		June 29,
	2008		2007		$ Change			% Change
Fiscal quarter ended	$	4,860	$	5,211	$	(351	)		(6.7	)%
Fiscal six months ended	$	11,011	$	9,936	$	1,075			10.8	%

The increase in interest expense in the first fiscal six months of 2008, compared to the corresponding period of fiscal year 2007, reflects the increased borrowings under our FW Power S.r.L. special-purpose limited recourse project debt as we continue construction of the electric power generating wind farm projects in Italy.

Minority Interest in Income of Consolidated Affiliates:


	June 27,		June 29,
	2008		2007		$ Change			% Change
Fiscal quarter ended	$	552	$	964	$	(412	)		(42.7	)%
Fiscal six months ended	$	1,025	$	3,273	$	(2,248	)		(68.7	)%

Minority interest in income of consolidated affiliates reflects third-party ownership interests in the results of our Global Power Group’s Martinez, California gas-fired cogeneration facility and our manufacturing facilities in Poland and the People’s Republic of China. The change in minority interest in income of consolidated affiliates is based upon changes in the underlying earnings of the subsidiaries. The decrease in minority interest in income of consolidated affiliates in the fiscal second quarter and first six months of 2008, compared to the corresponding periods in fiscal year 2007, primarily reflects decreased earnings from the Martinez, California facility primarily driven by higher natural gas pricing, which was offset by slightly increased steam sales and plant optimization in off-peak hours.

Net Asbestos-Related Gain:


	June 27,		June 29,
	2008		2007		$ Change		% Change
Fiscal quarter ended	$	18,275	$	—	$	18,275		N/M
Fiscal six months ended	$	32,463	$	—	$	32,463		N/M


N/M — not meaningful.

In the first fiscal six months of 2008, our subsidiaries reached agreements to settle their disputed asbestos-related insurance coverage with two insurers. As a result of these settlements, we recorded gains of $20,000 and $35,900 in the fiscal quarter and six months ended June 27, 2008, respectively, which are partially offset by charges of $1,700 and $3,400 in the fiscal quarter and six months ended June 27, 2008, respectively, on the revaluation of our asbestos liability and related asset resulting from our rolling 15-year asbestos liability estimate. Please refer to Note 12 to the condensed consolidated financial statements in this quarterly report on Form 10-Q for further information.

Provision for Income Taxes:


	June 27,		June 29,
	2008		2007		$ Change		% Change
Fiscal quarter ended	$	43,883	$	32,976	$	10,907		33.1	%
Fiscal six months ended	$	83,633	$	66,885	$	16,748		25.0	%

The tax provision is calculated by multiplying pre-tax income by the estimated annual effective tax rate. Our effective tax rate can fluctuate significantly from period to period and may differ significantly from the U.S. federal statutory rate as a result of the fact that most of our operating units are profitable and are recording a provision for national and/or local income taxes, while others are unprofitable and are unable to recognize a tax benefit for losses. Statement of Financial Accounting Standard, or SFAS, No. 109, “Accounting for Income Taxes,” requires us to reduce our deferred tax benefits by a valuation allowance when, based upon available evidence, it is more likely than not that the tax benefit of losses (or other deferred tax assets) will not be realized in the future. In periods when operating units subject to a valuation allowance generate pretax earnings, the corresponding reduction in the valuation allowance favorably impacts our effective tax rate.

Our effective tax rate is, therefore, dependent on the location and amount of our taxable earnings and the effects of changes in valuation allowances. Our effective tax rates for the fiscal quarter and six months ended June 27, 2008 and June 29, 2007 were lower than the U.S. statutory rate of 35% due principally to:

	•		Income earned in tax jurisdictions with tax rates lower than the U.S. statutory rate which is expected to contribute to an approximate ten-percentage point reduction in the effective tax rate for the full year 2008; and

	•		A valuation allowance decrease which is expected to contribute to an approximate five-percentage point reduction in the effective tax rate for the full year 2008.

We monitor the jurisdictions for which valuation allowances against deferred tax assets were established in previous years. As we currently have positive earnings in most jurisdictions, 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.

For statutory purposes, the majority of the U.S. federal tax benefits, against which valuation allowances have been established, do not expire until 2024 and beyond, based on current tax laws.

EBITDA:


	June 27,		June 29,
	2008		2007		$ Change		% Change
Fiscal quarter ended	$	220,428	$	118,598	$	101,830		85.9	%
Fiscal six months ended	$	415,748	$	280,895	$	134,853		48.0	%

The improvement in EBITDA for the fiscal second quarter and six months ended June 27, 2008, compared to the corresponding periods of 2007, reflects the following:

	•		Increased volumes of business, strong operating performance, and increased margins in our Global Power Group.

	•		Net asbestos-related gains of $18,300 and $32,500 in our C&F Group in the fiscal quarter and six months ended June 27, 2008, respectively.

	•		An increase in our share of equity earnings, from one of our Global Power Group’s equity interest investments, of approximately $2,300 and $7,400 during the fiscal second quarter and six months ended June 27, 2008, respectively, due primarily to an increase in electric tariff rates in Chile when compared to the fiscal year 2007 average electric tariff rates.

	•		An increase in our share of equity earnings in certain of our Global E&C Group’s projects in Italy of $6,700, of which $5,200 and $3,400 related to reporting periods prior to the fiscal second quarter and six months ended June 27, 2008, respectively, as a result of a recently enacted regulatory ruling that provides for reimbursement of costs associated with emission rights.

	•		A $30,000 charge on a Global Power Group legacy project in the fiscal second quarter and six months ended June 29, 2007. Please refer to Note 12 to the condensed consolidated financial statements in this quarterly report on Form 10-Q for further information.

	•		EBITDA in the fiscal six months ended June 27, 2008 includes a $7,500 commitment fee received on a contract that we were not awarded in our Global Power Group.

See the individual segment explanations below for additional details.

EBITDA is a supplemental financial measure not defined in generally accepted accounting principles, or GAAP. We define EBITDA as income before interest expense, income taxes, depreciation and amortization. We have presented EBITDA because we believe it is an important supplemental measure of operating performance. EBITDA, after adjustment for certain unusual and infrequent items specifically excluded in the terms of our current and prior senior credit agreements, is used for certain covenants under our current and prior senior credit agreements. We believe that the line item on the condensed consolidated statements of operations and comprehensive income entitled “net income” is the most directly comparable GAAP financial measure to EBITDA. Since EBITDA is not a measure of performance calculated in accordance with GAAP, it should not be considered in isolation of, or as a substitute for, net income as an indicator of operating performance or any other GAAP financial measure. EBITDA, as calculated by us, may not be comparable to similarly titled measures employed by other companies. In addition, this measure does not necessarily represent funds available for discretionary use and is not necessarily a measure of our ability to fund our cash needs. As EBITDA excludes certain financial information that is included in net income, users of this financial information should consider the type of events and transactions that are excluded. Our non-GAAP performance measure, EBITDA, has certain material limitations as follows:

	•		It does not include interest expense. Because we have borrowed money to finance some of our operations, interest is a necessary and ongoing part of our costs and has assisted us in generating revenue. Therefore, any measure that excludes interest expense has material limitations;

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

•

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

A reconciliation of EBITDA to net income is shown below.


				Global		Global		C&F
	Total			E&C Group		Power Group		Group ⁽¹⁾
Fiscal quarter ended June 27, 2008
EBITDA ⁽²⁾	$	220,428		$	155,688	$	68,378	$	(3,638	)

Less: Interest expense		(4,860	)
Less: Depreciation and amortization		(10,930	)

Income before income taxes		204,638
Provision for income taxes		(43,883	)

Net income	$	160,755


Fiscal quarter ended June 29, 2007
EBITDA ⁽³⁾	$	118,598		$	124,999	$	4,366	$	(10,767	)

Less: Interest expense		(5,211	)
Less: Depreciation and amortization		(8,561	)

Income before income taxes		104,826
Provision for income taxes		(32,976	)

Net income	$	71,850


Fiscal six months ended June 27, 2008
EBITDA ⁽⁴⁾	$	415,748		$	290,148	$	132,794	$	(7,194	)

Less: Interest expense		(11,011	)
Less: Depreciation and amortization		(22,286	)

Income before income taxes		382,451
Provision for income taxes		(83,633	)

Net income	$	298,818


Fiscal six months ended June 29, 2007
EBITDA ⁽⁵⁾	$	280,895		$	266,132	$	41,390	$	(26,627	)

Less: Interest expense		(9,936	)
Less: Depreciation and amortization		(17,399	)

Income before income taxes		253,560
Provision for income taxes		(66,885	)

Net income	$	186,675


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

(2)		Includes in the fiscal quarter ended June 27, 2008: increased/(decreased) contract profit of $13,600 from the regular re-evaluation of final estimated contract profits*: $16,100 in our Global E&C Group and $(2,500) in our Global Power Group; a gain of $20,000 in our C&F Group on the settlement of coverage litigation with an asbestos insurance carrier; and a charge of $1,700 in our C&F Group on the revaluation of our asbestos liability and related asset resulting from our rolling 15-year asbestos liability estimate.

(3)		Includes in the fiscal quarter ended June 29, 2007: increased/(decreased) contract profit of $(12,400) from the regular re-evaluation of final estimated contract profits*: $14,400 in our Global E&C Group and $(26,800) in our Global Power Group.


(4)		Includes in the fiscal six months ended June 27, 2008: increased/(decreased) contract profit of $13,000 from the regular re-evaluation of final estimated contract profits*: $18,300 in our Global E&C Group and $(5,300) in our Global Power Group; gains of $35,900 in our C&F Group on the settlement of coverage litigation with two asbestos insurance carriers; and a charge of $3,400 in our C&F Group on the revaluation of our asbestos liability and related asset resulting from our rolling 15-year asbestos liability estimate.

(5)		Includes in the fiscal six months ended June 29, 2007: increased/(decreased) contract profit of $8,900 from the regular re-evaluation of final estimated contract profits*: $34,000 in our Global E&C Group and $(25,100) in our Global Power Group.

*		Please refer to “Revenue Recognition on Long-Term Contracts” in Note 1 to the condensed consolidated financial statements in this quarterly report on Form 10-Q for further information regarding changes in our final estimated profits on contracts.

Business Segments

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

Global E&C Group


	Fiscal Quarters Ended									Fiscal Six Months Ended
	June 27,		June 29,							June 27,		June 29,
	2008		2007		$ Change		% Change			2008		2007		$ Change		% Change
Operating revenues	$	1,249,730	$	851,245	$	398,485		46.8	%	$	2,640,731	$	1,675,414	$	965,317		57.6	%

EBITDA	$	155,688	$	124,999	$	30,689		24.6	%	$	290,148	$	266,132	$	24,016		9.0	%

Results

The increases in operating revenues in the fiscal second quarter and six months ended June 27, 2008, as compared to the corresponding periods of fiscal year 2007, reflect increased volumes of work and flow-through revenues as a result of our Global E&C Group successfully meeting the strong market demand in the oil and gas, petrochemical and refining industries that stimulated investment by our customers. In the fiscal second quarter and six months ended June 27, 2008, our Global E&C Group operating revenues from these three industries increased by $445,200 and $1,045,500, respectively, while operating revenues from the other industries we serve declined by $46,700 and $80,200, respectively.

The increases in our Global E&C Group operating revenues during the fiscal second quarter and six months ended June 27, 2008, were driven by the execution of projects located in Asia (increases of $196,700, or 49% and $319,800, or 33%, respectively), Australasia ($155,300, or 39% and $492,800, or 51%, respectively), Europe (increases of $27,500, or 7% and $77,500, or 8%, respectively), and the Middle East (increases of $38,500, or 10% and $122,200, or 13%, respectively). Please refer to the section entitled, “—Overview of Segment” below for our view of the outlook for the oil and gas, petrochemical and refining industries.

Our Global E&C Group’s operating revenues in the fiscal second quarter and six months ended June 27, 2008, included $734,900 and $1,578,700, respectively, of flow-through revenues. Flow-through revenues in the fiscal second quarter and six months ended June 27, 2008 increased $367,100 and $916,400, respectively, from the corresponding periods of fiscal year 2007, representing 92% and 95%, respectively, of the increase in Global E&C Group operating revenues. As discussed above, although flow-through revenues and costs do not impact contract profit or net earnings, increased amounts of flow-through revenues have the effect of reducing our reported profit margins as a percent of operating revenues.

The increases in EBITDA in the fiscal second quarter and six months ended June 27, 2008, as compared to the corresponding periods of fiscal year 2007, reflects:

	•		Increased volumes of work at our Global E&C Group operating units.

	•		Improved margins for the fiscal second quarter and sustained margins for the six months ended June 27, 2008, excluding the impact on margins of flow-through revenues, as compared to the corresponding periods of fiscal year 2007, which caused the increased volumes of work and margins to result in a corresponding increase in EBITDA.

	•		An increase in our share of equity earnings in certain of our Global E&C Group’s projects in Italy of $6,700, of which $5,200 and $3,400 related to reporting periods prior to the fiscal second quarter and six months ended June 27, 2008, respectively, as a result of a recently enacted regulatory ruling that provides for reimbursement of costs associated with emission rights.

Overview of Segment

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 and distribution facilities, and gasification facilities. Our Global E&C Group is also involved in the design of facilities in new or 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. Our Global E&C Group generates revenues from engineering and construction activities pursuant to contracts spanning up to approximately four years in duration and from returns on its equity investments in various power production facilities.

Our Global E&C Group owns one of the leading technologies used in refinery residue upgrading and a hydrogen production process used in oil refineries and petrochemical plants. Additionally, our Global E&C Group has experience with, and is able to work with, a wide range of processes owned by others.

Below is an overview of the primary drivers and constraints applicable to our Global E&C Group.

Demand for Oil and Gas, Petrochemicals and Refined Products and Global Economic Outlook

We expect investment in new oil and gas, refining and petrochemicals/chemicals facilities, and modernization, expansion and upgrading of existing facilities in these sectors, to continue to be robust throughout the remainder of fiscal year 2008.

Our business has not been directly impacted to date by the credit market crisis resulting from the sub-prime mortgage crisis in the U.S. market, as our clients typically do not rely on financing for their capital investment programs; however, the possibility exists that credit conditions, as well as a slowdown or recession in global economic growth, could adversely affect the industries in which our clients operate and as a result, our Global E&C Group’s business.

We believe that the overall global refining system is still running at high utilization rates and that global demand for many refined products, particularly middle distillates (diesel, jet fuel, and heating oil), will continue to grow strongly. We believe that refining capacity will therefore continue to be added through the development of grassroots refineries, notably in the Middle East and Asia. Significant upgrades and expansions also continue to be planned or are underway at existing refineries in many regions. Clean fuel programs are also being implemented to meet tighter fuel specifications in refiners’ domestic and/or export markets. We are currently working on refinery projects in the Americas, Europe, Asia and the Middle East.

Some refiners are also investing in refinery/petrochemical integration. We believe that the drivers for this investment include: adding value to their refinery streams, diversification of their production, and margin enhancement. We are working on a number of integrated refinery/petrochemical projects in Asia and the Middle East.

The price differentials between heavier, higher-sulfur crude oil and lighter, sweeter crudes remain higher than the historic average. These differentials, and the expected growth in demand for transportation fuels, continue to stimulate refinery investment in facilities which enable refiners to process the cheaper, higher-sulfur crudes instead of the lighter, more expensive crudes, or to upgrade their lower-value refinery residues to higher-value transportation fuels. We expect to see continued investment in these projects.

We have considerable experience and expertise in this area, including our proprietary delayed coking technology, which enables refineries to upgrade lower quality crude oil or refinery residue to high value refined products such as transportation fuels. We are currently executing a significant number of delayed coking projects, including:

	•		Feasibility studies;

	•		Delayed coking technology license agreements and process design packages;

	•		Front-end engineering and design, or FEED, contracts;

	•		Engineering, procurement and construction supervision contracts; and

	•		Full engineering, procurement and construction contracts.

These projects are located in Asia, Europe, the Middle East, North America, and South America. The subsequent phases of some of these projects for which we are working on the early phases, offer us further opportunities. We believe further coking opportunities exist in regions such as the Americas, where coking is a well-established residue upgrading route, and in regions such as Asia which are now looking at residue upgrading as an option, but where investment in residue upgrading has not previously been a prime focus for refiners.

Investment in Petrochemical Plants

Investment in petrochemical plants began to rise sharply in 2004 in response to strong growth in demand for petrochemicals. The majority of this investment has been centered in Asia and the Middle East. We are seeing:

	•		Continued strong demand supporting further new investment in Asia and the Middle East, which we expect to continue throughout the remainder of fiscal year 2008;

	•		Investment in specialty chemicals, particularly in the Middle East, stimulated by governmental desire to further diversify their economies to lessen their dependence on crude oil exports and to provide sustained employment for their growing young populations; and

	•		Increasing interest in developing new chemical facilities and expanding existing plants in other locations including North Africa, the Commonwealth of Independent States and South America.

Oil and Natural Gas Prices

We believe that high oil prices, together with longer-term projections for robust growth in global oil and gas demand, provide a strong stimulus to clients to invest in upstream oil and gas facilities, particularly in Africa, the Commonwealth of Independent States and the Middle East.

We believe that rising demand for natural gas in Europe, Asia and the United States, combined with a shortfall in indigenous production, will continue to act as a stimulant to the LNG business. Although LNG demand continues to grow strongly, the pace at which new liquefaction train construction projects have received approval to proceed has slowed over the last two or three years. We believe this indicates that significant additional liquefaction capacity over and above the approved projects will need to be developed.

Scope and Timing of Investments in Engineering and Construction Services, Equipment and Materials

While the outlook for oil and gas, refining and petrochemicals investment for the remainder of fiscal year 2008 remains positive, we are seeing that, as the demand for and cost of engineering and construction services, materials and equipment and commodities continues to rise, some companies are electing to commit to only partial or staged investments, to reduce the scope of their investments, or to postpone or cancel contemplated investments. As we work with our clients in the early study and front-end design phases of their projects, we are helping some of them develop a revised project that meets their investment parameters, develop a staged investment plan, or revise the scope of or configuration of their original project so that they are able to obtain approval to proceed with their investment. In addition, as discussed above, although the credit market crisis has not directly impacted our business as yet, we believe that, together with rising commodity prices, its impact on general economic conditions appears to be deepening and becoming more widespread and the full impact has yet to be realized.

Pharmaceutical Facility Investment

Investment in new pharmaceutical production facilities has slowed since 2003. We believe this is attributable to a range of factors including industry cost pressure. Investment has focused on plant rationalization, upgrading and improvement projects rather than on major new greenfield production facilities and on biotechnology facilities. In February 2008, we acquired a U.S.-based biopharmaceutical engineering company as part of our strategy to enhance our positioning in the pharmaceutical marketplace, especially in the U.S.

Global Power Group


	Fiscal Quarters Ended									Fiscal Six Months Ended
	June 27,		June 29,							June 27,		June 29,
	2008		2007		$ Change		% Change			2008		2007		$ Change		% Change
Operating revenues	$	451,292	$	338,521	$	112,771		33.3	%	$	856,015	$	666,474	$	189,541		28.4	%

EBITDA	$	68,378	$	4,366	$	64,012		1466.1	%	$	132,794	$	41,390	$	91,404		220.8	%

Results

The increases in operating revenues in the fiscal second quarter and six months ended June 27, 2008, as compared to the corresponding periods of fiscal year 2007, result from the increased volume of business in our operations in Europe and North America, primarily through the execution of projects located in Europe (increases of $33,700, or 30% and $94,800, or 50%, respectively), North America (increases of $58,700, or 52% and $57,800, or 31%, respectively) and South America (increases of $21,600, or 19% and $39,900, or 21%, respectively).

Our Global Power Group experienced higher levels of EBITDA in the fiscal second quarter and six months ended June 27, 2008, as compared to the corresponding periods of fiscal year 2007, as a result of the following:

	•		Increased volumes of business due to the strength of the industries served and sustained demand for our products and services in the geographic markets served. This demand is discussed further in the section “—Overview of Segment” below.

	•		Increased margins experienced on our contracts executed in Europe and North America.

	•		An increase in equity earnings, from one of our Global Power Group’s equity interest investments, of approximately $2,300 and $7,400 during the fiscal second quarter and six months ended June 27, 2008, respectively, due primarily to an increase in electric tariff rates in Chile when compared to the fiscal year 2007 average electric tariff rates.

	•		EBITDA in the fiscal six months ended June 27, 2008 includes a $7,500 commitment fee received on a contract that we were not awarded in our Global Power Group.

	•		A $30,000 charge on a Global Power Group legacy project in the fiscal second quarter and six months ended June 29, 2007. Please refer to Note 12 to the condensed consolidated financial statements in this quarterly report on Form 10-Q for further information.

Overview of Segment

Our Global Power Group designs, manufactures and erects steam generators for electric power generating stations and industrial facilities worldwide. The vast majority of the global steam generator market utilizes coal as the primary fuel for the steam generator. Therefore, the market drivers and constraints associated with coal use strongly affect the steam generator market and our Global Power Group’s business. Additionally, our Global Power Group designs, manufactures and erects auxiliary equipment for electric power generating stations and industrial facilities worldwide and owns and/or operates several cogeneration, independent power production and waste-to-energy facilities, as well as power generation facilities for the process and petrochemical industries.

Below is an overview of the primary drivers and constraints applicable to the business areas within our Global Power Group.

Economic Growth

Historically, demand for our steam generators has been significantly affected by electricity demand, which in turn has been significantly affected by economic growth. A potential slowdown or recession in economic growth, in connection with the credit market crisis discussed above in the section entitled, “—Results of Operations-Business Segments-Global E&C Group-Overview of Segment,” could adversely affect the industries in which our clients operate and as a result, our Global Power Group’s business. In particular, we believe that both the U.S. and segments in Europe may experience a slowdown in economic growth that could cause a softening in demand for steam generators and, as a result, could adversely affect our Global Power Group’s business in these regions. However, we believe that economic growth in China, India, Indonesia, Philippines, Russia, South Africa, Turkey, Vietnam, and parts of South America and the Middle East will continue to drive strong demand for steam generators by electric power generating stations and industrial facilities in these countries. We also believe demand for steam generators fired or co-fired by low carbon and carbon neutral fuels will increase, as further described below.

Power Plant Price Inflation

We believe that substantial price inflation related to commodities and labor services for new power plants, retro-fit and related services may suppress future demand for steam generators, which in turn could adversely affect our Global Power Group’s business opportunities in both the U.S. and Europe.

Concern Related to Greenhouse Gases

Concern for emissions related to greenhouse gases, such as carbon dioxide, or CO _2, from fossil fuel power plants, could suppress future demand for utility steam generators and in turn adversely affect our Global Power Group’s business opportunities. We believe that this concern is currently strongest in the U.S. and Europe and could adversely affect our Global Power Group’s business opportunities in these regions. Most of the concern in the U.S. has been aimed at large power plants. We have recently experienced instances of delays in certain North American projects we view as prospects. We believe this is a result of a combination of these environmental pressures faced by our customers coupled with their concerns over high fossil fuel pricing and the power plant price inflation discussed above. We believe that concern related to greenhouse gases is not currently as strong in Africa, Asia, or Latin America, and is not significantly suppressing the demand for utility steam generators in these regions and that these regions continue to offer business opportunities to our Global Power Group.

We believe our Global Power Group is well positioned to serve the global utility steam generator market with its circulating-fluidized bed, which we refer to as CFB, steam generator technology, even with continued concern related to greenhouse gases. In addition to cleanly burning a wide spectrum of coal types, CFBs can also burn biomass and recycled fuels (such as tires, demolition wood, plastics, waste paper, waste and waste coal). These fuels, in many regions, are considered to be carbon neutral or low carbon fuels, allowing owners of CFB power plants to achieve substantially lower carbon emission as compared to conventional pulverized coal, which we refer to as PC, steam generator technology. We believe power markets around the world, especially in the U.S. and in Western Europe, are valuing low carbon and carbon neutral fuels even more, driven by increased regulatory uncertainty around greenhouse gas regulation and that our CFB technology is well-positioned for this market opportunity. This is evidenced by an increase in recent awards for CFBs which either co-fire or fully fire low carbon and carbon neutral fuels, such as biomass and waste fuels.

We believe that concern related to greenhouse gases is driving a strong preference for supercritical once-through-unit, which we refer to as OTU, steam generators, which produce steam at supercritical conditions, in nearly all world regions within the utility steam generator market. OTU steam generator technology offers higher efficiency and hence reduced CO ₂ emissions.

We believe our Global Power Group is well positioned to serve the supercritical OTU market as evidenced by our Global Power Group’s success in securing three projects based on supercritical OTU technology: (1) a project, awarded in fiscal year 2005 and planned to be commercially operational by fiscal year 2009, in Poland where we will be supplying the world’s first supercritical OTU CFB steam generator which will utilize advanced BENSON vertical tube technology; (2) a project, awarded in fiscal year 2007 and planned to be commercially operational by fiscal year 2011, for the design and supply, or D&S, of a supercritical OTU PC steam generator for a coal-fired generating facility located in West Virginia; and (3) a D&S project, awarded in 2008, for our second supercritical OTU CFB project which is located in Russia and is the first CFB in that country. A key component of our strategy is to leverage these key wins to further grow our position in the supercritical utility steam generator market for both PC and CFB steam generators.

We believe that supercritical CFB steam generator technology has the potential to penetrate the supercritical utility steam generator market, especially for non-premium solid fuels such as biomass, lignite, brown coals and waste coals. Since we expect to be the first steam generator supplier with an operational supercritical CFB reference plant (which is expected to be commissioned in Poland in fiscal year 2009), and have recently been awarded a contract in Russia for the second supercritical CFB ordered in the world, we believe we are well positioned to pursue this market opportunity.

Entry into New Geographic Markets

We believe that the world’s largest utility steam generator markets will continue to be in Asia, such as China and India, offering both opportunity and challenges to our Global Power Group’s business. Historically, we believe it has been difficult for foreign companies to significantly penetrate these markets due to entrenched low-cost domestic steam generator suppliers, government controlled and owned steam generator companies, and national trade policies favoring domestic suppliers. Our Global Power Group is participating in these markets only on a limited basis while growing its manufacturing and engineering operations in China to provide high quality products competitive in these regions as well as the rest of the world.

To maximize business opportunities, our Global Power Group is executing a licensing strategy for selling and manufacturing steam generators which allows our Global Power Group to indirectly penetrate otherwise inaccessible markets, while expanding our Global Power Group capacity through licensees.

Impact of Environmental Regulations

We believe that environmental regulations will continue to become more restrictive globally and that this will drive continued global demand for our Global Power Group’s environmental products and services, such as selective non-catalytic and catalytic NOx reduction systems, low NOx burners, over-fire air systems, coal/air balancing systems and coal mill upgrade equipment.

Capacity Constraints in Electricity Markets

We believe that the amount of unused available electric generating capacity as a percentage of total electric capacity will remain tight globally over the next three years and that steam generator power plant owners and operators will continue to run these plants at historically high utilization rates. The high utilization rates are expected to increase the need for increased output and maintenance, which we believe will continue to spur overhaul and additional maintenance investment by owners and operators of these plants, especially in the U.S. and Europe, which have sizable older steam generator power plant fleets. In addition, we believe owners are making larger capital investments in these plants to extend their useful lives. We believe these factors are contributing to a strong demand for our Global Power Group’s steam generator aftermarket products and services.

Liquidity and Capital Resources

Fiscal Year-to-Date 2008 Activities

As of June 27, 2008, we had cash and cash equivalents on hand, short-term investments and restricted cash totaling $1,317,700, compared to $1,069,500 as of December 28, 2007. The increase was primarily driven by an increase in cash and cash equivalents of $221,600 which results primarily from net cash provided by operations of $244,800, net cash provided by financing activities of $13,300 and favorable exchange rate changes on cash and cash equivalents of $38,800, partially offset by net cash used in investing activities of $75,300. Restricted cash was $47,500 and $20,900 as of June 27, 2008 and December 28, 2007, respectively. Of the $1,317,700 total at June 27, 2008, $995,400 was held by our foreign subsidiaries. Please refer to Note 1 to the condensed consolidated financial statements in this quarterly report on Form 10-Q for additional details on cash balances.

Net cash provided by operations in the first fiscal six months of 2008 was $244,800, compared to net cash provided by operations of $131,900 in the comparable period of fiscal year 2007. Net cash from operations in the first fiscal six months of 2008 was positively impacted by our strong operating performance and net proceeds from settlements with asbestos insurers in excess of liability indemnity payments and defense costs of $11,200, partially offset by cash used for working capital activities of $45,300. The increase in cash provided by operations of $112,900 in the first fiscal six months of 2008, compared to the corresponding period of fiscal year 2007, results primarily from an increase in net income of $112,100, a net increase in cash flows of $40,200 from asbestos settlements in excess of liability indemnity payments and defense costs (net proceeds of $11,200 versus funding of $29,000 in the first fiscal six months of 2008 and 2007, respectively), partially offset by a net reduction in cash flows of $32,000 for a net increase in working capital (net increases of $45,300 versus $13,300 in the first fiscal six months of 2008 and 2007, respectively).

Net cash from operations in the first fiscal six months of 2007 was also positively impacted by our strong operating performance, partially offset by making $35,000 of mandatory and discretionary contributions to our domestic pension plan, funding $29,000 of asbestos liability indemnity payments and defense costs and cash used for working capital activities of $13,300.

Our working capital varies from period to period depending on the mix, stage of completion and commercial terms and conditions of our contracts. Working capital in our Global E&C Group tends to rise as the workload of reimbursable contracts increases since services are rendered prior to billing clients while working capital tends to decrease in our Global Power Group when the workload increases as cash tends to be received prior to ordering materials and equipment. The change in working capital in the first fiscal six months of 2008, compared to the corresponding period of fiscal year 2007, reflects an increase in working capital generated by the increase in workload experienced by our Global E&C Group, partially offset by a decrease in working capital generated by the increase in workload experienced by our Global Power Group. As more fully described below in “-Outlook,” we believe our existing cash balances and forecasted net cash provided from operating activities will be sufficient to fund our operations throughout the next 12 months. Our ability to further increase our cash flows from operating activities in future periods will depend in large part on the demand for our products and services and our operating performance in the future. Please refer to the sections entitled “-Global E&C Group-Overview of Segment” and “-Global Power Group-Overview of Segment” above for our view of the outlook for each of our business segments.

Net cash used in investing activities in the first fiscal six months of 2008 was $75,300, compared to net cash used in investing activities of $9,100 in the comparable period in fiscal year 2007. The net cash used in investing activities in the first fiscal six months of 2008 is attributable primarily to capital expenditures of $42,200 which includes $13,500 of expenditures in FW Power S.r.L. as we continue construction of the electric power generating wind farm projects in Italy, an increase in restricted cash of $24,600 primarily driven by an increase in client escrow funds and an increase in debt service funds for FW Power S.r.L., and the $7,800 purchase price, net of cash acquired, paid in February 2008 for the outstanding capital stock of a biopharmaceutical engineering company. Net cash used in investing activities in the first fiscal six months of 2007 was driven by capital expenditures of $13,000, an increase in restricted cash of $6,700 primarily driven by an increase in the balance required for collateralized letters of credit and bank guarantees, and the $1,500 purchase of a Finnish company that owns patented coal flow measuring technology, partially offset by a $6,300 return of investment from our unconsolidated affiliates and proceeds from the sale of assets of $6,800. The capital expenditures in both fiscal years related primarily to project construction (including the FW Power S.r.L. electric power generating wind farm projects in Italy noted above), leasehold improvements, information technology equipment and office equipment. The increase in capital expenditures has been driven primarily by our Global E&C Group, with particular increases driven by operations in Asia, Italy and the U.S. Our Global Power Group capital expenditure increase was driven by our European operations.

Net cash provided by financing activities in the first fiscal six months of 2008 was $13,300 compared to $15,000 of net cash provided by financing activities in the comparable period in fiscal year 2007. The net cash provided by financing activities in the first fiscal six months of 2008 is attributable primarily to proceeds from issuance of long-term project debt of $22,000, cash provided from exercises of stock options of $2,400, partially offset by partnership distributions by us to minority partners of $6,700 and repayment of long-term debt and capital lease obligations of $4,900. The net cash provided by financing activities in the first fiscal six months of 2007, primarily reflects cash provided from exercises of stock options and warrants, partially offset by the repayment of our convertible notes, which matured in June 2007, and a scheduled payment on our limited-recourse project debt.

Outlook

Our liquidity forecasts cover, among other analyses, existing cash balances, cash flows from operations, cash repatriations from non-U.S. subsidiaries, working capital needs, unused credit line availability and claim recoveries and proceeds from asset sales, if any. These forecasts extend over a rolling 12-month period. Based on these forecasts, we believe our existing cash balances and forecasted net cash provided by operating activities will be sufficient to fund our operations throughout the next 12 months. Based on these forecasts, our primary cash needs will be to fund working capital, capital expenditures, asbestos liability indemnity and defense costs, and acquisitions. The majority of our cash balances are invested in short-term interest bearing accounts. We continue to consider investing some of our cash in longer-term investment opportunities, including the acquisition of other entities or operations in the engineering and construction industry or power industry and/or the reduction of certain liabilities such as unfunded pension liabilities.

It is customary in the industries in which we operate to provide standby letters of credit, bank guarantees or performance bonds in favor of clients to secure obligations under contracts. We believe that we will have sufficient letter of credit capacity from existing facilities throughout the next 12 months.

Our domestic operating entities do not generate sufficient cash flows to fund our obligations related to corporate overhead expenses and asbestos-related liabilities. Consequently, we require cash repatriations from our non-U.S. subsidiaries in the normal course of our operations to meet our domestic cash needs and have successfully repatriated cash for many years. We believe that we can repatriate the required amount of cash from our foreign subsidiaries and we continue to have access to the revolving credit portion of our domestic senior credit facility, if needed.

We anticipate spending € 43,000 (approximately $67,900 at the exchange rate as of June 27, 2008) in FW Power S.r.L. in fiscal year 2008 as we continue construction of the electric power generating wind farm projects in Italy, of which € 8,800 (approximately $13,500 at the exchange rate as of June 27, 2008) was spent as of June 27, 2008. We have secured total borrowing capacity under the FW Power S.r.L. credit facilities of € 75,400 (approximately $119,000 at the exchange rate as of June 27, 2008).

We had $271,200 and $245,800 of letters of credit outstanding under our domestic senior credit agreement as of June 27, 2008 and December 28, 2007, respectively. The letter of credit fees now range from 1.50% to 1.60%, excluding a fronting fee of 0.125% per annum. We do not intend to borrow under our domestic senior revolving credit facility during fiscal year 2008. A portion of the letters of credit issued under the domestic senior credit agreement have performance pricing that is decreased (or increased) as a result of improvements (or reductions) in the credit rating assigned to the domestic senior credit agreement by Moody’s Investors Service and/or Standard & Poor’s. However, this performance pricing is not expected to materially impact our liquidity or capital resources in fiscal year 2008.

We do not expect to be required to make any mandatory contributions to our U.S. pension plans in fiscal year 2008. We expect to contribute a total of approximately $33,100 to our foreign pension plans in fiscal year 2008 of which $17,000 has been contributed in the fiscal six months ended June 27, 2008.

Please refer to Note 4 to the condensed consolidated financial statements in this quarterly report on Form 10-Q for further information regarding our debt obligations.

We have not declared or paid a cash dividend since July 2001 and we do not have any plans to declare or pay any cash dividends. Our current credit agreement contains limitations on cash dividend payments as well as other restricted payments.

Off-Balance Sheet Arrangements

We own several noncontrolling equity interests in power projects in Chile and Italy. Certain of the projects have third-party debt that is not consolidated in our balance sheet. We have also issued certain guarantees for the Chilean project. Please refer to Note 3 to the condensed consolidated financial statements in this quarterly report on Form 10-Q for further information related to these projects.

Backlog and New Orders

The backlog of unfilled orders includes amounts based on signed contracts as well as agreed letters of intent, which we have determined are legally binding and likely to proceed. Although backlog represents only business that is considered likely to be performed, cancellations or scope adjustments may and do occur. The elapsed time from the award of a contract to completion of performance may be up to approximately four years. The dollar amount of backlog is not necessarily indicative of our future earnings related to the performance of such work due to factors outside our control, such as changes in project schedules, scope adjustments or project cancellations. We cannot predict with certainty the portion of backlog to be performed in a given year. Backlog is adjusted quarterly to reflect 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 us on a reimbursable basis as agent or principal, which we refer to as flow-through costs. Foster Wheeler scope measures the component of backlog with profit potential and corresponds to our services plus fees for reimbursable contracts and total selling price for fixed-price or lump-sum contracts.


	June 27, 2008						June 29, 2007
	Global		Global				Global			Global
	E&C		Power				E&C			Power
	Group		Group		Total		Group			Group		Total
NEW ORDERS (FUTURE REVENUES) BY PROJECT LOCATION :
Fiscal Quarters Ended
North America	$	124,000	$	70,700	$	194,700	$	55,100		$	164,300	$	219,400
South America		14,300		19,000		33,300		1,900			63,300		65,200
Europe		290,300		93,800		384,100		179,100			274,800		453,900
Asia		125,400		10,600		136,000		95,900			49,400		145,300
Middle East		71,700		—		71,700		67,000			100		67,100
Australasia and other		20,600		100		20,700		31,500			900		32,400

Total	$	646,300	$	194,200	$	840,500	$	430,500		$	552,800	$	983,300


Fiscal Six Months Ended
North America	$	289,500	$	386,000	$	675,500	$	83,700		$	566,800	$	650,500
South America		15,300		30,700		46,000		6,200			68,600		74,800
Europe		557,800		284,800		842,600		404,000			334,900		738,900
Asia		307,600		28,800		336,400		433,200			120,200		553,400
Middle East		132,000		—		132,000		251,500			4,800		256,300
Australasia and other		51,400		300		51,700		124,600			1,300		125,900

Total	$	1,353,600	$	730,600	$	2,084,200	$	1,303,200		$	1,096,600	$	2,399,800


NEW ORDERS (FUTURE REVENUES) BY INDUSTRY:
Fiscal Quarters Ended
Power generation	$	26,500	$	157,500	$	184,000	$	(3,200	)	$	524,700	$	521,500
Oil refining		430,400		—		430,400		195,200			—		195,200
Pharmaceutical		21,600		—		21,600		15,900			—		15,900
Oil and gas		13,900		—		13,900		112,700			—		112,700
Chemical/petrochemical		139,200		—		139,200		74,400			—		74,400
Power plant operation and maintenance		—		36,700		36,700		—			28,100		28,100
Environmental		5,400		—		5,400		13,900			—		13,900
Other, net of eliminations		9,300		—		9,300		21,600			—		21,600

Total	$	646,300	$	194,200	$	840,500	$	430,500		$	552,800	$	983,300


Fiscal Six Months Ended
Power generation	$	38,500	$	664,700	$	703,200	$	7,700		$	1,038,300	$	1,046,000
Oil refining		867,800		—		867,800		704,000			—		704,000
Pharmaceutical		40,000		—		40,000		58,700			—		58,700
Oil and gas		124,200		—		124,200		285,800			—		285,800
Chemical/petrochemical		253,000		—		253,000		193,700			—		193,700
Power plant operation and maintenance		—		65,900		65,900		—			58,300		58,300
Environmental		15,100		—		15,100		18,100			—		18,100
Other, net of eliminations		15,000		—		15,000		35,200			—		35,200

Total	$	1,353,600	$	730,600	$	2,084,200	$	1,303,200		$	1,096,600	$	2,399,800


	June 27, 2008									June 29, 2007
	Global			Global						Global			Global
	E&C			Power						E&C			Power
	Group			Group			Total			Group			Group			Total
BACKLOG (FUTURE REVENUES) BY CONTRACT TYPE:
Lump-sum turnkey	$	45,800		$	357,300		$	403,100		$	147,100		$	390,500		$	537,600
Other fixed-price		494,700			1,016,200			1,510,900			350,200			793,200			1,143,400
Reimbursable		6,117,700			147,400			6,265,100			3,686,000			198,500			3,884,500
Eliminations		(3,600	)		(2,700	)		(6,300	)		(19,100	)		(2,600	)		(21,700	)

Total	$	6,654,600		$	1,518,200		$	8,172,800		$	4,164,200		$	1,379,600		$	5,543,800


BACKLOG (FUTURE REVENUES) BY PROJECT LOCATION:
North America	$	327,000		$	715,600		$	1,042,600		$	190,400		$	645,200		$	835,600
South America		26,400			97,300			123,700			22,300			93,200			115,500
Europe		768,200			618,000			1,386,200			641,800			496,400			1,138,200
Asia		1,735,600			85,700			1,821,300			1,377,800			143,100			1,520,900
Middle East		569,100			600			569,700			1,377,300			600			1,377,900
Australasia and other		3,228,300			1,000			3,229,300			554,600			1,100			555,700

Total	$	6,654,600		$	1,518,200		$	8,172,800		$	4,164,200		$	1,379,600		$	5,543,800


BACKLOG (FUTURE REVENUES) BY INDUSTRY:
Power generation	$	69,200		$	1,396,400		$	1,465,600		$	38,200		$	1,263,100		$	1,301,300
Oil refining		1,763,000			—			1,763,000			1,804,200			—			1,804,200
Pharmaceutical		39,000			—			39,000			62,900			—			62,900
Oil and gas		3,319,500			—			3,319,500			726,000			—			726,000
Chemical/petrochemical		1,435,400			—			1,435,400			1,363,200			—			1,363,200
Power plant operation and maintenance		—			121,800			121,800			—			116,500			116,500
Environmental		13,100			—			13,100			50,000			—			50,000
Other, net of eliminations		15,400			—			15,400			119,700			—			119,700

Total	$	6,654,600		$	1,518,200		$	8,172,800		$	4,164,200		$	1,379,600		$	5,543,800


FOSTER WHEELER SCOPE IN BACKLOG	$	1,817,900		$	1,505,400		$	3,323,300		$	1,437,900		$	1,366,400		$	2,804,300


E&C MAN-HOURS IN BACKLOG (in thousands)		13,500						13,500			11,000						11,000

Inflation

The effect of inflation on our financial results is minimal. Although a majority of our revenues are realized under long-term contracts, the selling prices of such contracts, established for deliveries in the future, generally reflect estimated costs to complete the projects in these future periods. In addition, many of our projects are reimbursable at actual cost plus a fee, while some of the fixed-price contracts provide for price adjustments through escalation clauses.

Application of Critical Accounting Estimates

Our condensed consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States of America. Management and the Audit Committee of our Board of Directors approve the critical accounting policies.

A full discussion of our critical accounting policies and estimates is included in our 2007 Form 10-K. We did not have a significant change to the application of our critical accounting policies and estimates during the first fiscal six months of 2008.

Accounting Developments

In September 2006, the Financial Accounting Standards Board, or FASB, issued SFAS No. 157, “Fair Value Measurements.” SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. The standard is effective for financial assets and liabilities, as well as for any other assets and liabilities that are required to be measured at fair value on a recurring basis, in financial statements for fiscal years beginning after November 15, 2007. In February 2008, the FASB issued a partial one-year deferral of SFAS No. 157 for nonfinancial assets and liabilities that are only subject to fair value measurement on a non-recurring basis. We have elected to defer the application of SFAS No. 157 for our nonfinancial assets and liabilities measured at fair value on a nonrecurring basis until the fiscal year beginning December 27, 2008, and are in the process of assessing its impact on our financial position and results of operations related to such assets and liabilities. Our financial assets and liabilities that are recorded at fair value consist primarily of the assets or liabilities arising from derivative financial instruments. The adoption of SFAS No. 157 did not have a material effect on our financial position or results of operations.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB No. 51.” SFAS No. 160 amends the accounting and reporting standards for the noncontrolling interest in a subsidiary (often referred to as “minority interest”) and for the deconsolidation of a subsidiary. Under SFAS No. 160, the noncontrolling interest in a subsidiary is reported as equity in the parent company’s consolidated financial statements. SFAS No. 160 also requires that the parent company’s consolidated statement of operations include both the parent and noncontrolling interest share of the subsidiary’s statement of operations. Formerly, the noncontrolling interest share was shown as a reduction of income on the parent’s consolidated statement of operations. SFAS No. 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. SFAS No. 160 is to be applied prospectively as of the beginning of the fiscal year in which this statement is initially applied; however, presentation and disclosure requirements shall be applied retrospectively for all periods presented. We are currently assessing the impact that SFAS No. 160 may have on our financial position, results of operations and cash flows.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities.” SFAS No. 161 requires enhanced disclosures to enable investors to better understand the effects of derivative instruments and hedging activities on an entity’s financial position, financial performance and cash flows. SFAS No. 161 changes the disclosure requirements about the location and amounts of derivative instruments in an entity’s financial statements, how derivative instruments and related hedged items are accounted for under SFAS No. 133, and how derivative instruments and related hedged items affect the company’s financial position, financial performance and cash flows. Additionally, SFAS No. 161 requires disclosure of the fair values of derivative instruments and their gains and losses in a tabular format. SFAS No. 161 also provides more information about an entity’s liquidity by requiring disclosure of derivative features that are credit risk-related. Finally, SFAS No. 161 requires cross-referencing within footnotes to enable financial statement users to locate important information about derivative instruments. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. We are currently assessing the impact that SFAS No. 161 may have on our financial statement disclosures.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

During the fiscal quarter and six months ended June 27, 2008, there were no material changes in the market risks as described in our annual report on Form 10-K for the fiscal year ended December 28, 2007.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives and we necessarily are required to apply our judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As of the end of the period covered by this report, our chief executive officer and our chief financial officer carried out an evaluation, with the participation of our Disclosure Committee and management, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) pursuant to Exchange Act Rule 13a-15. Based on this evaluation, our chief executive officer and our chief financial officer concluded, at the reasonable assurance level, that our disclosure controls and procedures were effective as of the end of the period covered by this report.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting in the fiscal quarter ended June 27, 2008 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Please refer to Note 12 to the condensed consolidated financial statements in this quarterly report on Form 10-Q for a discussion of legal proceedings, which is incorporated by reference in this Part II.

ITEM 1A. RISK FACTORS

Information regarding our risk factors appears in Part I, Item 1A, “Risk Factors,” in our annual report on Form 10-K for the fiscal year ended December 28, 2007, which we filed with the SEC on February 26, 2008. There have been no material changes in those risk factors.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On May 6, 2008, we held our annual general meeting of common shareholders. The voting results of the annual general meeting of common shareholders were as follows:

Against(A) or

Broker

For

Withheld(W)

Abstentions

Non-Votes

1. Election of directors. (*)

a. Raymond J. Milchovich

120,553,557

2,014,828

(W)

b. Jack A. Fusco

121,112,732

1,455,653

(W)

c. Edward G. Galante

120,416,202

2,152,183

(W)

2. Auditor appointment -PricewaterhouseCoopers LLP

120,456,004

1,996,284

(A)

116,097


*		In addition, the following directors continued to serve after the meeting: Eugene D. Atkinson, Diane C. Creel, Steven J. Demetriou, Robert C. Flexon, Stephanie Hanbury-Brown and James D. Woods. In addition, our Board of Directors elected Maureen B. Tart-Bezer as a new director on May 6, 2008.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS


Exhibit No.		Exhibits
3.1		Memorandum of Association of Foster Wheeler Ltd. (Filed as Annex II to Foster Wheeler Ltd.’s Form S-4/A (File No. 333-52468) filed on March 9, 2001, and incorporated herein by reference.)

3.2		Memoranda of Reduction of Share Capital and Memorandum of Increase in Share Capital each dated December 1, 2004. (Filed as Exhibit 99.2 to Foster Wheeler Ltd.’s Form 8-K, dated November 29, 2004 and filed on December 2, 2004, and incorporated herein by reference.)

3.3		Certificate of Designation relating to Foster Wheeler Ltd.’s Series B Convertible Preferred Shares, adopted on September 24, 2004. (Filed as Exhibit 3.1 to Foster Wheeler Ltd.’s Form 10-Q for the quarter ended September 24, 2004, and incorporated herein by reference.)

3.4		Bye-Laws of Foster Wheeler Ltd., amended May 9, 2006. (Filed as Exhibit 3.2 to Foster Wheeler Ltd.’s Form 8-K, dated May 9, 2006 and filed on May 12, 2006, and incorporated herein by reference.)

3.5		Memorandum of Increase of Share Capital dated February 7, 2008. (Filed as Exhibit 3.5 to Foster Wheeler Ltd.’s Form 10-K for the fiscal year ended December 28, 2007, and incorporated herein by reference.)

10.1		Unofficial English Translation of Fixed Term Employment Agreement, effective as of April 1, 2008, between Foster Wheeler Continental Europe S.r.L. and Umberto della Sala. (Filed as Exhibit 10.1 to Foster Wheeler Ltd.’s Form 8-K, dated February 22, 2008 and filed on February 28, 2008, and incorporated herein by reference.)

10.2		Employment Agreement, dated as of April 7, 2008, between Foster Wheeler Ltd. and Beth Sexton. (Filed as Exhibit 10.3 to Foster Wheeler Ltd.’s Form 10-Q for the quarter ended March 28, 2008, and incorporated herein by reference.)

10.3		Employment Agreement, dated as of May 6, 2008, between Foster Wheeler Ltd. and Franco Baseotto. (Filed as Exhibit 10.1 to Foster Wheeler Ltd.’s Form 8-K, dated May 6, 2008 and filed on May 12, 2008, and incorporated herein by reference.)

10.4		Amended and Restated Employment Agreement, dated as of May 6, 2008, between Foster Wheeler Ltd. and Raymond J. Milchovich. (Filed as Exhibit 10.2 to Foster Wheeler Ltd.’s Form 8-K, dated May 6, 2008 and filed on May 12, 2008, and incorporated herein by reference.)

10.5		Amended and Restated Employment Agreement, dated as of May 6, 2008, between Foster Wheeler Ltd. and Peter J. Ganz. (Filed as Exhibit 10.3 to Foster Wheeler Ltd.’s Form 8-K, dated May 6, 2008 and filed on May 12, 2008, and incorporated herein by reference.)

23.1		Consent of Analysis, Research & Planning Corporation.

23.2		Consent of Peterson Risk Consulting.

31.1		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Raymond J. Milchovich.

31.2		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Franco Baseotto.

32.1		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Raymond J. Milchovich.

32.2		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Franco Baseotto.

SIGNATURES

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


		FOSTER WHEELER LTD. (Registrant)

Date: August 6, 2008		/s/ Raymond J. Milchovich Raymond J. Milchovich
		Chairman and Chief Executive Officer

Date: August 6, 2008		/s/ Franco Baseotto Franco Baseotto
		Executive Vice President, Chief Financial
		Officer and Treasurer