QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
|
|
|
For the quarterly period ended March 28, 2003
|
|
|
|
OR
|
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
|
|
|
For the transition period from ____________ to ____________
|
|
|
|
Commission File Number 001-31305
|
|
FOSTER WHEELER LTD.
|
||
|
(Exact name of registrant as specified in its charter)
|
||
|
|
||
|
Bermuda
|
|
22-3802649
|
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
|
|
Perryville Corporate Park, Clinton, NJ
|
|
08809-4000
|
|
(Address of principal executive offices)
|
|
(Zip Code)
|
|
|
|
|
|
Registrants telephone number, including area code: (908) 730-4000
|
||
No 
No 
|
|
|
|
Page
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||
|
|
|
March 28, 2003
|
|
December 27, 2002
|
|
||
|
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
CURRENT ASSETS:
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
384,106
|
|
$
|
344,305
|
|
|
Short-term investments
|
|
|
274
|
|
|
271
|
|
|
Accounts and
notes receivable, net
|
|
|
586,486
|
|
|
684,672
|
|
|
Contracts in process and inventories
|
|
|
224,943
|
|
|
289,933
|
|
|
Prepaid, deferred and refundable income taxes
|
|
|
37,517
|
|
|
41,155
|
|
|
Prepaid expenses
|
|
|
39,707
|
|
|
36,071
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
1,273,033
|
|
|
1,396,407
|
|
|
|
|
|
|
|
|
|
|
|
Land, buildings and equipment
|
|
|
748,923
|
|
|
769,680
|
|
|
Less accumulated depreciation
|
|
|
351,904
|
|
|
361,861
|
|
|
|
|
|
|
|
|
|
|
|
Net book value
|
|
|
397,019
|
|
|
407,819
|
|
|
|
|
|
|
|
|
|
|
|
Restricted cash
|
|
|
88,490
|
|
|
84,793
|
|
|
Notes and accounts receivable long-term
|
|
|
21,926
|
|
|
21,944
|
|
|
Investment and advances
|
|
|
93,153
|
|
|
88,523
|
|
|
Goodwill, net
|
|
|
50,399
|
|
|
50,214
|
|
|
Other intangible assets, net
|
|
|
72,280
|
|
|
72,668
|
|
|
Prepaid pension cost and related benefit assets
|
|
|
26,567
|
|
|
26,567
|
|
|
Asbestos-related insurance recovery receivable
|
|
|
526,372
|
|
|
534,045
|
|
|
Other assets
|
|
|
161,267
|
|
|
156,279
|
|
|
Deferred income taxes
|
|
|
68,336
|
|
|
69,578
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
$
|
2,778,842
|
|
$
|
2,908,837
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS DEFICIT
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES:
|
|
|
|
|
|
|
|
|
Current installments on long-term debt
|
|
$
|
31,856
|
|
$
|
31,562
|
|
|
Bank loans
|
|
|
14,444
|
|
|
14,474
|
|
|
Accounts payable and accrued expenses
|
|
|
605,663
|
|
|
635,089
|
|
|
Estimated costs to complete long-term contracts
|
|
|
646,000
|
|
|
707,323
|
|
|
Advance payments by customers
|
|
|
90,536
|
|
|
87,658
|
|
|
Income taxes
|
|
|
63,784
|
|
|
64,517
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
1,452,283
|
|
|
1,540,623
|
|
|
|
|
|
|
|
|
|
|
|
Corporate
and other debt less current installment
|
|
|
331,068
|
|
|
341,702
|
|
|
Special-purpose project debt less current installments
|
|
|
178,346
|
|
|
181,613
|
|
|
Capital lease obligations
|
|
|
58,864
|
|
|
58,237
|
|
|
Deferred income taxes
|
|
|
7,823
|
|
|
8,333
|
|
|
Pension, postretirement and other employee benefits
|
|
|
447,512
|
|
|
437,820
|
|
|
Asbestos-related liability
|
|
|
505,721
|
|
|
519,790
|
|
|
Other long-term liabilities and minority interest
|
|
|
106,391
|
|
|
109,373
|
|
|
Subordinated Robbins exit funding obligations less current installment
|
|
|
107,285
|
|
|
107,285
|
|
|
Convertible subordinated notes
|
|
|
210,000
|
|
|
210,000
|
|
|
Mandatory redeemable preferred securities of subsidiary trust holding solely junior subordinated deferrable interest debentures
|
|
|
175,000
|
|
|
175,000
|
|
|
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES
|
|
|
3,580,293
|
|
|
3,689,776
|
|
|
|
|
|
|
|
|
|
|
|
SHAREHOLDERS DEFICIT:
|
|
|
|
|
|
|
|
|
Common Stock
|
|
|
40,772
|
|
|
40,772
|
|
|
Paid-in capital
|
|
|
201,841
|
|
|
201,718
|
|
|
Retained earnings (deficit)
|
|
|
(673,811
|
)
|
|
(653,991
|
)
|
|
Accumulated other comprehensive loss
|
|
|
(370,253
|
)
|
|
(369,438
|
)
|
|
|
|
|
|
|
|
|
|
|
TOTAL SHAREHOLDERS DEFICIT
|
|
|
(801,451
|
)
|
|
(780,939
|
)
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND SHAREHOLDERS DEFICIT
|
|
$
|
2,778,842
|
|
$
|
2,908,837
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
||||
|
|
|
|
|
||||
|
|
|
March 28, 2003
|
|
March 29, 2002
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Restated,
See Note 1) |
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
Operating revenues
|
|
$
|
784,092
|
|
$
|
795,409
|
|
|
Other income
|
|
|
26,776
|
|
|
10,620
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues and other income
|
|
|
810,868
|
|
|
806,029
|
|
|
|
|
|
|
|
|
|
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
Cost of operating revenues
|
|
|
727,129
|
|
|
711,932
|
|
|
Selling, general and administrative expenses
|
|
|
51,740
|
|
|
54,258
|
|
|
Other deductions/minority interest
|
|
|
22,567
|
|
|
38,649
|
|
|
Interest expense
|
|
|
17,422
|
|
|
16,904
|
|
|
Dividends on preferred security of subsidiary trust
|
|
|
4,372
|
|
|
4,012
|
|
|
|
|
|
|
|
|
|
|
|
Total costs and expenses
|
|
|
823,230
|
|
|
825,755
|
|
|
|
|
|
|
|
|
|
|
|
Loss before income taxes
|
|
|
(12,362
|
)
|
|
(19,726
|
)
|
|
Provision for income taxes
|
|
|
7,458
|
|
|
5,884
|
|
|
|
|
|
|
|
|
|
|
|
Net loss prior to cumulative effect of a change in accounting principle
|
|
|
(19,820
|
)
|
|
(25,610
|
)
|
|
Cumulative effect on prior years (to December 29, 2001) of a change in accounting principle for goodwill, net of $0 tax
|
|
|
|
|
|
(150,500
|
)
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
(19,820
|
)
|
|
(176,110
|
)
|
|
Other comprehensive loss:
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment
|
|
|
(815
|
)
|
|
(9,277
|
)
|
|
Change in unrealized losses on derivative instruments, net of tax
|
|
|
|
|
|
(3,378
|
)
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss
|
|
$
|
(20,635
|
)
|
$
|
(188,765
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
||||
|
|
|
|
|
||||
|
|
|
| |||||