1130385--2/24/2009--FOSTER_WHEELER

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{regulation, change, law}

{cost, contract, operation}

{cost, regulation, environmental}

{loss, insurance, financial}

{interest, director, officer}

{system, service, information}

{provision, law, control}

{competitive, industry, competition}

{tax, income, asset}

{operation, international, foreign}

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{condition, economic, financial}

{control, financial, internal}

{personnel, key, retain}

{property, intellectual, protect}

{investment, property, distribution}

{capital, credit, financial}

{financial, litigation, operation}

Failure by us to successfully defend against claims made against us by project owners, suppliers or project subcontractors, or failure by us to recover adequately on claims made against project owners, suppliers or subcontractors, could materially adversely affect our business, financial condition, results of operations and cash flows. Projects included in our backlog may be delayed or cancelled, which could materially adversely affect our business, financial condition, results of operations and cash flows. Because our operations are concentrated in four particular industries, we may be adversely impacted by economic or other developments in these industries. Our results of operations and cash flows depend on new contract awards, and the selection process and timing for performing these contracts are not entirely within our control. A failure by us to attract and retain key officers, qualified personnel, joint venture partners, advisors and subcontractors could materially adversely affect our business, financial condition, results of operations and cash flows. Our worldwide operations involve risks that may limit or disrupt operations, limit repatriation of cash, increase taxation or otherwise materially adversely affect our business, financial condition, results of operations and cash flows. We are subject to anti-bribery laws in the countries in which we operate. Failure to comply with these laws could result in our becoming subject to penalties and the disruption of our business activities. A change in tax laws, treaties or regulations, or their interpretation, of any country in which we operate could increase our tax burden and otherwise adversely affect our financial condition, results of operations and cash flows. Our business may be materially adversely impacted by regional, national and/or global requirements to significantly limit or reduce greenhouse gas emissions in the future. We are subject to various environmental laws and regulations in the countries in which we operate. If we fail to comply with these laws and regulations, we may incur significant costs and penalties that could materially adversely affect our business, financial condition, results of operations and cash flows. We may lose future business to our competitors and be unable to operate our business profitably if our patents and other intellectual property rights do not adequately protect our proprietary products. We rely on our information systems in our operations. Failure to protect these systems against security breaches could adversely affect our business and results of operations. Additionally, if these systems fail or become unavailable for any significant period of time, our business could be harmed. Risks Related to Asbestos Claims The number and cost of our current and future asbestos claims in the United States could be substantially higher than we have estimated and the timing of payment of claims could be sooner than we have estimated, which could materially adversely affect our business, financial condition, results of operations and cash flows. The adequacy and timing of insurance recoveries of our asbestos-related costs in the United States is uncertain. The failure to obtain insurance recoveries could materially adversely affect our business, financial condition, results of operations and cash flows. Risks Related to Our Liquidity and Capital Resources We require cash repatriations from our non-U.S. subsidiaries to meet our U.S. cash needs related to our asbestos-related and other liabilities and corporate overhead expenses. Our ability to repatriate funds from our non-U.S. subsidiaries is limited by a number of factors. Certain of our various debt agreements impose financial covenants, which may prevent us from capitalizing on business opportunities, which could negatively impact our business. We may have significant working capital requirements, which could negatively impact our business, financial condition, and cash flows. We may invest in longer-term investment opportunities, such as the acquisition of other entities or operations in the engineering and construction industry or power industry. Acquisitions of other entities or operations have risks that could materially adversely affect our business, financial condition, results of operations and cash flows. Risk Factors Related to Our Financial Reporting and Corporate Governance If we have a material weakness in our internal control over financial reporting, our ability to report our financial results on a timely and accurate basis may be adversely affected. Our use of the percentage-of-completion accounting method could result in a reduction or elimination of previously reported profits. Registered holders who acquired our shares after the Redomestication must apply for enrollment in our share register as shareholders with voting rights in order to have voting rights; we may deny such registration under certain circumstances. There are provisions in our articles of association that may reduce the voting rights of our registered shares. Following the Redomestication, as a result of the higher par value of our shares, we have less flexibility than we had prior to the Redomestication with respect to certain aspects of capital management. Following the Redomestication, as a result of increased shareholder approval requirements, we have less flexibility than we had before the Redomestication with respect to certain aspects of capital management. We are required to declare dividends in Swiss francs and any currency fluctuations between the U.S. dollar and Swiss francs will affect the dollar value of the dividends we pay. We may not be able to make distributions or repurchase shares without subjecting our shareholders to Swiss withholding tax. We have anti-takeover provisions in our articles of association that may discourage a change of control.

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1130385--2/24/2009--FOSTER_WHEELER_AG