FWLT (MM)

Foster Wheeler AG (Nasdaq: FWLT) today reported net income for the first quarter of 2009 of $72.9 million, or $0.57 per diluted share, compared with $138.1 million, or $0.95 per diluted share, in the first quarter of 2008. Net income in both quarterly periods was impacted by items as detailed in the attached table. Excluding such items from both quarterly periods, net income in the first quarter of 2009 was $74.6 million, or $0.59 per diluted share, compared with $123.9 million, or $0.85 per diluted share, in the first quarter of 2008.

First-quarter 2009 consolidated EBITDA (earnings before interest expense, income taxes, depreciation and amortization) was $105.6 million, compared with $195.3 million in the first quarter of 2008. Consolidated EBITDA in both quarterly periods was also impacted by items as noted above and as detailed in the attached table. Excluding such items from both quarterly periods, consolidated EBITDA in the first quarter of 2009 was $107.3 million, compared with $181.1 million in the first quarter of 2008.

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

� � � � � � (in millions) Q1 2009 � Q1 2008 � Qtrly Avg. 2008 Net income $73 � $138 � $132 Net income, as adjusted $75 � $124 � $133 Consolidated EBITDA $106 � $195 � $172 Consolidated EBITDA, as adjusted $107 � $181 � $173

Foster Wheeler�s Chairman and Chief Executive Officer, Raymond J. Milchovich, said, �In the first quarter of 2009, we booked the largest single contract in terms of man-hours in the company�s history � for engineering, procurement and construction management of a new oil refinery in India. While that contract will be an important contributor to income in future periods, the project was just gearing up at the end of the first quarter and thus did not contribute materially to the company�s performance in the period.�

Milchovich added, �Foster Wheeler�s net income in the first quarter of 2009 was lower than that of the average quarter of 2008 due to a decline in EBITDA in both of our business groups caused by a combination of factors. Non-operating items, mainly unfavorable currency translation in our Global Engineering and Construction (E&C) Group, amounted to approximately $29 million relative to the average quarter of 2008. Additionally, the Global E&C Group executed lower volumes of work and experienced unfavorable timing and mix of contracts, and volume-related under-absorption of costs relative to the average quarter of 2008. Our Global Power Group (GPG) experienced lower volumes of work executed. Finally, our net income for the first quarter of 2009 was unfavorably impacted by an effective tax rate that was higher than the average quarter of 2008.�

Global Engineering and Construction (E&C) Group

� � � � � � (in millions) Q1 2009 � Q1 2008 � Qtrly Avg. 2008 New orders booked (FW Scope) $713 � $613 � $526 Operating revenues (FW Scope) $441 � $547 � $558 Segment EBITDA $81 � $135 � $134 EBITDA Margin (FW Scope) 18.4% � 24.6% � 24.0%

• New orders booked in Foster Wheeler scope reached an all-time Global E&C Group quarterly record of $713 million due to the booking of the Paradip refinery project in India. The contract includes more than four million man-hours and contributed to a record-level 16.2 million man-hours in backlog at the end of the first quarter. In addition to its role as PMC contractor for all the process units and the majority of the offsites and utilities,�Foster Wheeler is acting as EPC contractor on 16 units; however, Foster Wheeler did not book flow-through revenues on this project because the client is�directly placing orders for�equipment and�materials.
• Scope operating revenues were lower than the comparison periods due mainly to the unfavorable impact of currency translation. Contributing to the decline in scope operating revenues was a reduction in the volume of work in the first quarter of 2009 versus the average quarterly period of 2008.
• EBITDA was unfavorably impacted by approximately $21 million of non-operating items, primarily currency translation, relative to the average quarter of 2008. EBITDA was also unfavorably impacted by approximately $32 million of operating items, relative to the average quarter of 2008, consisting of timing and mix of contracts, lower volumes, and volume-related under-absorption of costs.

Global Power Group (GPG)

� � � � � � (in millions) Q1 2009 � Q1 2008 � Qtrly Avg. 2008 New orders booked (FW Scope) $93 � $533 � $334 Operating revenues (FW Scope) $309 � $402 � $424 Segment EBITDA $49 � $64 � $60 EBITDA Margin (FW Scope) 15.8% � 16% � 14.1%

• New orders booked in Foster Wheeler scope were well below the comparison periods, partly reflecting the fact that client award decisions for 2009 solid-fuel boiler prospects are skewed toward the second half of the year.
• Scope operating revenues and EBITDA were below the average quarter of 2008 due to lower volumes of work. EBITDA was unfavorably impacted by approximately $5 million of non-operating items, including currency translation, relative to the average quarter of 2008.

Milchovich said, �Our view of the market has not materially changed from the view we provided in February of this year. Demand for solid-fuel boilers this year appears to be very weak, especially in North America, although we are pursuing several international prospects that could potentially book at mid-year or later. The EBITDA performance of GPG in the remaining quarters of this year will be somewhat sensitive to the size, timing and quantity of new boiler orders.

�In our E&C business, we have identified and are in pursuit of numerous prospects, including very large potential contracts, for which clients have indicated an intent to proceed to award decisions later this year. Even so, we have continued to see three related trends in our E&C business: slippage on the timing of client decisions, increased competitive pressure in the market and a tendency on the part of clients to release or award large contracts in small increments. The results of our E&C business this year will be impacted, at least to a certain degree, by the way in which these trends play out over the course of 2009. Having said that, I would add that we expect the EBITDA performance of E&C in the remaining quarters of this year to benefit from improved timing and mix � and from improved cost absorption.�

Share Repurchase Program

On September 12, 2008, the company announced that its board of directors had authorized a $750 million share repurchase program. The company purchased no shares under the program during the first quarter of 2009. To date, the company has purchased 18.1 million common shares and has approximately $264 million remaining under the existing authorization.

Net Income Attributable to Foster Wheeler AG

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

Calculation of EBITDA

EBITDA is a supplemental financial measure not defined in generally accepted accounting principles or GAAP. The Company defines EBITDA as net income attributable to Foster Wheeler AG before interest expense, income taxes, depreciation and amortization. The Company has presented EBITDA because it believes it is an important supplemental measure of operating performance. EBITDA, after adjustment for certain unusual and infrequent items specifically excluded in the terms of the Company's current and prior senior credit agreements, is used for certain covenants under its current and prior senior credit agreements. The Company believes that the line item on its consolidated statement of operations entitled "net income attributable to Foster Wheeler AG" is the most directly comparable GAAP financial measure to EBITDA. Since EBITDA is not a measure of performance calculated in accordance with GAAP, it should not be considered in isolation of, or as a substitute for, net income attributable to Foster Wheeler AG as an indicator of operating performance or any other GAAP financial measure.

EBITDA, as calculated by the Company, may not be comparable to similarly titled measures employed by other companies. In addition, this measure does not necessarily represent funds available for discretionary use, and is not necessarily a measure of the Company's ability to fund its cash needs. As EBITDA excludes certain financial information that is included in net income attributable to Foster Wheeler AG, users of this financial information should consider the type of events and transactions that are excluded.

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

• It does not include interest expense. Because the Company has borrowed money to finance some of its operations, interest is a necessary and ongoing part of its costs and has assisted the Company in generating revenue. Therefore, any measure that excludes interest expense has material limitations;
• It does not include taxes. Because the payment of taxes is a necessary and ongoing part of the Company's operations, any measure that excludes taxes has material limitations; and
• It does not include depreciation and amortization. Because the Company must utilize property, plant and equipment and intangible assets in order to generate revenues in its operations, depreciation and amortization are necessary and ongoing costs of its operations. Therefore, any measure that excludes depreciation and amortization has material limitations.

Calculation of EBITDA Margin

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

Foster Wheeler Scope

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

Conference Call Information

Foster Wheeler AG plans to hold a conference call today, Wednesday, May 6, at 11:00 a.m. (Eastern) to discuss its financial results for the first quarter ended March 31, 2009.

The call will be accessible to the public by telephone or webcast, and the company will post an accompanying slide presentation in the investor relations section of its web site (www.fwc.com). To listen to the call by telephone, dial 719-325-4776 (conference I.D. No. 9604479) approximately ten minutes before the call. The conference call will also be available over the Internet at www.fwc.com or through StreetEvents at www.streetevents.com.

A replay of the call will be available on the company's web site as well as by telephone. The replay can be accessed on the company's web site for four weeks following the call. The replay will be available by telephone for two weeks following the call and can be accessed by�dialing 719-457-0820 (replay passcode 9604479 required).

Foster Wheeler AG is a global engineering and construction contractor and power equipment supplier delivering technically advanced, reliable facilities and equipment. The company employs over 14,000 talented professionals with specialized expertise dedicated to serving clients through one of its two primary business groups. The company�s Global Engineering and Construction Group designs and constructs leading-edge processing facilities for the upstream oil and gas, LNG and gas-to-liquids, refining, chemicals and petrochemicals, power, environmental, pharmaceuticals, biotechnology and healthcare industries. The company�s Global Power Group is a world leader in combustion and steam generation technology that designs, manufactures and erects steam generating and auxiliary equipment for power stations and industrial facilities and also provides a wide range of aftermarket services. The Company is based in Zug, Switzerland, and its operational headquarters are in Clinton, New Jersey, USA. For more information about Foster Wheeler, please visit our Web site at www.fwc.com.

Safe Harbor Statement

Foster Wheeler news releases may contain forward-looking statements that are based on management�s assumptions, expectations and projections about the Company and the various industries within which the Company operates. These include statements regarding the Company�s expectations about revenues (including as expressed by its backlog), its liquidity, the outcome of litigation and legal proceedings and recoveries from customers for claims and the costs of current and future asbestos claims and the amount and timing of related insurance recoveries. Such forward-looking statements by their nature involve a degree of risk and uncertainty. The Company cautions that a variety of factors, including but not limited to the factors described in the Company�s most recent Annual Report on Form 10-K, which was filed with the U.S. Securities and Exchange Commission and the following, could cause the Company�s business conditions and results to differ materially from what is contained in forward-looking statements: benefits, effects or results of the Company�s redomestication, 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 its customers, changes in regulatory environments, changes in project design or schedules, contract cancellations, changes in estimates made by the Company of costs to complete projects, changes in trade, monetary and fiscal policies worldwide, compliance with laws and regulations relating to its global operations, currency fluctuations, war and/or terrorist attacks on facilities either owned by the Company or where equipment or services are or may be provided by the Company, interruptions to shipping lanes or other methods of transit, outcomes of pending and future litigation, including litigation regarding the Company�s liability for damages and insurance coverage for asbestos exposure, protection and validity of its patents and other intellectual property rights, increasing competition by non-U.S. and U.S. domestic companies, compliance with its debt covenants, recoverability of claims against its customers and others by the Company and claims by third parties against the Company, and changes in estimates used in its critical accounting policies. Other factors and assumptions not identified above were also involved in the formation of these forward-looking statements and the failure of such other assumptions to be realized, as well as other factors, may also cause actual results to differ materially from those projected. Most of these factors are difficult to predict accurately and are generally beyond the Company�s control. You should consider the areas of risk described above in connection with any forward-looking statements that may be made by the Company. The Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any additional disclosures the Company makes in proxy statements, quarterly reports on Form 10-Q, annual reports on Form 10-K and current reports on Form 8-K filed with the Securities and Exchange Commission.

Foster Wheeler AG and Subsidiaries

Consolidated Statement of Operations

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

(unaudited)

� � � Fiscal Three Months Ended March 31, 2009 March 28, 2008 � Operating revenues $ 1,264,523 $ 1,795,724 Cost of operating revenues � 1,101,771 � � 1,578,753 � Contract profit 162,752 216,971 � Selling, general and administrative expenses 69,248 64,896 Other income, net (8,203 ) (14,028 ) Other deductions, net 6,087 6,385 Interest income (2,672 ) (10,531 ) Interest expense 4,167 6,151 Net asbestos-related provision/(gain) 1,750 (14,188 ) � � Income before income taxes 92,375 178,286 Provision for income taxes � 18,003 � � 39,750 � Net income 74,372 138,536 Less: net income attributable to noncontrolling interests � 1,509 � � 473 � Net income attributable to Foster Wheeler AG $ 72,863 � $ 138,063 � � � Shares Outstanding:

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

126,265,903 143,917,790 �

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

126,747,395 145,298,514 � � Earnings per share: Basic $ 0.58 � $ 0.96 � Diluted $ 0.57 � $ 0.95 �

Foster Wheeler AG and Subsidiaries

Consolidated Balance Sheet

(in thousands of dollars)

(unaudited)

� �

March 31,

� December 26, 2009 2008 ASSETS Current Assets: Cash and cash equivalents $ 777,775 $ 773,163 Short-term investments 2,401 2,448 Accounts and notes receivable, net: Trade 546,347 608,994 Other 94,947 95,633 Contracts in process 237,889 241,135 Prepaid, deferred and refundable income taxes 31,610 31,667 Other current assets � 38,841 � � 37,146 � Total current assets � 1,729,810 � � 1,790,186 � � Land, buildings and equipment, net 379,282 383,209 Restricted cash 21,972 22,737 Notes and accounts receivable � long-term 1,450 1,788 Investments in and advances to unconsolidated affiliates 210,545 210,776 Goodwill 60,212 62,165 Other intangible assets, net 58,086 59,874 Asbestos-related insurance recovery receivable 273,430 281,540 Other assets 80,074 82,223 Deferred income taxes � 109,485 � � 116,756 � TOTAL ASSETS $ 2,924,346 � $ 3,011,254 � � LIABILITIES, TEMPORARY EQUITY AND EQUITY Current Liabilities: Current installments on long-term debt $ 23,443 $ 24,375 Accounts payable 327,528 365,347 Accrued expenses 268,424 303,813 Billings in excess of costs and estimated earnings on uncompleted contracts 698,949 750,233 Income taxes payable � 52,781 � � 44,846 �

Total current liabilities

� 1,371,125 � � 1,488,614 � � Long-term debt 187,464 192,989 Deferred income taxes 61,252 66,114 Pension, postretirement and other employee benefits 314,998 320,959 Asbestos-related liability 339,834 355,779 Other long-term liabilities 151,163 157,933 Commitments and contingencies � � TOTAL LIABILITIES � 2,425,836 � � 2,582,388 � � Temporary Equity: Non-vested share-based compensation awards subject to redemption � 5,768 � � 7,586 � TOTAL TEMPORARY EQUITY � 5,768 � � 7,586 � � Equity: Preferred shares - - Common shares - 1,262 Registered shares 326,432 - Paid-in capital 596,046 914,063 Retained earnings/(accumulated deficit) 44,888 (27,975 ) Accumulated other comprehensive loss � (504,659 ) � (494,788 ) TOTAL FOSTER WHEELER AG SHAREHOLDERS� EQUITY � 462,707 � � 392,562 � Noncontrolling Interests � 30,035 � � 28,718 � TOTAL EQUITY � 492,742 � � 421,280 � TOTAL LIABILITIES, TEMPORARY EQUITY AND EQUITY $ 2,924,346 � $ 3,011,254 �

Foster Wheeler AG and Subsidiaries

Business Segments

(in thousands of dollars)

(unaudited)

� � Fiscal Three Months Ended March 31, 2009 March 28, 2008

Global Engineering & Construction Group

Backlog - in future revenues $ 4,097,400 $ 7,177,900 New orders booked - in future revenues 809,500 707,300 Operating revenues 952,412 1,391,001 EBITDA 81,282 134,460 � Foster Wheeler Scope (1): Backlog - in Foster Wheeler Scope 1,610,800 1,803,600 New orders booked - in Foster Wheeler Scope 712,800 612,500 Operating revenues - in Foster Wheeler Scope 441,191 547,208 �

Global Power Group

Backlog - in future revenues 813,800 1,773,500 New orders booked - in future revenues 96,500 536,400 Operating revenues 312,111 404,723 EBITDA 48,783 64,416 � Foster Wheeler Scope (1): Backlog - in Foster Wheeler Scope 801,100 1,760,600 New orders booked - in Foster Wheeler Scope 93,400 533,300 Operating revenues - in Foster Wheeler Scope 309,030 401,663 �

Corporate & Finance Group (2)

EBITDA (24,481 ) (3,556 ) �

Consolidated

Backlog - in future revenues 4,911,200 8,951,400 New orders booked - in future revenues 906,000 1,243,700 Operating revenues 1,264,523 1,795,724 EBITDA 105,584 195,320 � Foster Wheeler Scope (1): Backlog - in Foster Wheeler Scope 2,411,900 3,564,200 New orders booked - in Foster Wheeler Scope 806,200 1,145,800 Operating revenues - in Foster Wheeler Scope 750,221 948,871 � �

(1)

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

(2)

Includes intersegment eliminations.

Foster Wheeler AG and Subsidiaries

Reconciliations of EBITDA and Foster Wheeler Scope

(in thousands of dollars)

(unaudited)

� � � � Fiscal Three Months Ended Fiscal Twelve Months Ended March 31, 2009 March 28, 2008 December 26, 2008

Reconciliation of EBITDA to Net Income*

EBITDA:

Global Engineering & Construction $ 81,282 $ 134,460 $ 535,602 Global Power Group 48,783 64,416 239,508 Corporate & Finance Group � (24,481 ) � (3,556 ) � (89,043 ) Consolidated EBITDA 105,584 195,320 686,067 Less: Interest expense 4,167 6,151 17,621 Less: Depreciation/amortization (1) 10,551 11,356 44,798 Less: Provision for income taxes � 18,003 � � 39,750 � � 97,028 � Net income* $ 72,863 � $ 138,063 � $ 526,620 � �

Reconciliation of Foster Wheeler Scope Operating Revenues to Operating Revenues

�

Global Engineering & Construction Group

Foster Wheeler Scope operating revenues $ 441,191 $ 547,208 $ 2,233,125 Flow-through revenues � 511,221 � � 843,793 � � 2,914,102 � Operating revenues � 952,412 � � 1,391,001 � � 5,147,227 � �

Global Power Group

Foster Wheeler Scope operating revenues 309,030 401,663 1,695,209 Flow-through revenues � 3,081 � � 3,060 � � 11,854 � Operating revenues � 312,111 � � 404,723 � � 1,707,063 � �

Consolidated

Foster Wheeler Scope operating revenues 750,221 948,871 3,928,334 Flow-through revenues � 514,302 � � 846,853 � � 2,925,956 � Operating revenues $ 1,264,523 � $ 1,795,724 � $ 6,854,290 � � �

(1)

The depreciation / amortization by business segment: � Fiscal Three Months Ended Fiscal Twelve Months Ended March 31, 2009 March 28, 2008 December 26, 2008 Global Engineering & Construction Group $ 5,142 $ 5,635 $ 22,530 Global Power Group 5,039 5,378 20,846 Corporate & Finance Group � 370 � � 343 � � 1,422 � Total depreciation / amortization $ 10,551 � $ 11,356 � $ 44,798 � � * Net income attributable to Foster Wheeler AG.

Foster Wheeler AG and Subsidiaries

EBITDA, Net Income* and Diluted Earnings Per Share Reconciliation

(in thousands of dollars, except per share amounts)

(unaudited)

� � � Fiscal Three Months Ended March 31, 2009 � Diluted Earnings EBITDA Net Income* Per Share As adjusted $ 107,334 $ 74,613 $ 0.59 � Adjustments: Net asbestos-related provision (1,750 ) (1,750 ) (0.02 ) � � � As reported $ 105,584 � $ 72,863 � $ 0.57 � � � Fiscal Three Months Ended March 28, 2008 � Diluted Earnings EBITDA Net Income* Per Share As adjusted $ 181,132 $ 123,875 $ 0.85 � Adjustments: Net asbestos-related gain 14,188 14,188 0.10 � � � As reported $ 195,320 � $ 138,063 � $ 0.95 � � � Fiscal Twelve Months Ended December 26, 2008 � Diluted Earnings EBITDA Net Income* Per Share As adjusted $ 692,674 $ 533,227 $ 3.73 � Adjustments: Net asbestos-related provision (6,607 ) (6,607 ) (0.05 ) � � � As reported $ 686,067 � $ 526,620 � $ 3.68 � � *Net income attributable to Foster Wheeler AG.

Foster Wheeler AG and Subsidiaries

Average Calculations

(in thousands of dollars)

(unaudited)

�

2008 Full Year Amount

2008 Quarterly Average Amount *

�

Consolidated

Net income ** $ 526,620 $ 131,655 Adjusted net income ** 533,227 133,307 Consolidated EBITDA 686,067 171,517 Consolidated EBITDA, as adjusted 692,674 173,169 � �

Global Engineering & Construction Group

New orders booked - in Foster Wheeler Scope $ 2,102,900 $ 525,725 Operating revenues - in Foster Wheeler Scope 2,233,125 558,281 Segment EBITDA 535,602 133,901 EBITDA margin 24.0% 24.0% � �

Global Power Group

New orders booked - in Foster Wheeler Scope $ 1,336,800 $ 334,200 Operating revenues - in Foster Wheeler Scope 1,695,209 423,802 Segment EBITDA 239,508 59,877 EBITDA margin 14.1% 14.1% � � * To calculate the quarterly average dollar amounts, the company divided reported annual figures by four. � ** Net income attributable to Foster Wheeler AG.