SOURCE: ACERGY S.A.

October 10, 2007 07:21 ET

Acergy S.A. Announces Third Quarter Results

LONDON--(Marketwire - October 10, 2007) - Acergy S.A. (NASDAQ: ACGY) (OSLO: ACY), announced today unaudited results for the third quarter which ended on August 31, 2007.

Financial Highlights

                                 Three Months Ended     Nine Months Ended
                                --------------------- ---------------------
                                Aug.31.07  Aug.31.06  Aug.31.07  Aug.31.06
In $ millions                   Unaudited  Unaudited  Unaudited  Unaudited
                                ---------- ---------  ---------- ---------
Net operating revenue from
 continuing operations               709.2     607.0     1,909.1   1,511.4
Gross profit                         161.8     130.0       373.1     296.8
Net operating income from
 continuing operations               125.0     108.5       263.0     214.1
Net income from continuing
 operations                           79.9      66.6       167.5     146.7
Net income / (loss) from
 discontinued operations                 -     (12.8)        4.9     (13.1)
Gain on disposal of
 discontinued operations                 -         -           -      35.1
Net income                            79.9      53.8       172.4     168.7
                                ---------- ---------  ---------- ---------


                                Three Months Ended      Nine Months Ended
                               --------------------    --------------------
                               Aug.31.07   Aug.31.06   Aug.31.07  Aug.31.06
PER SHARE DATA (Diluted)       Unaudited   Unaudited   Unaudited  Unaudited
                               ----------  ---------   ---------  ---------
Earnings per share from
 continuing operations         $     0.39  $    0.34   $    0.82  $    0.74
Earnings per share from
 discontinued operations                -  $   (0.07)  $    0.02  $    0.11
Net earnings per share         $     0.39  $    0.27   $    0.84  $    0.85
Weighted-average number of
 common shares issued
 (millions)                         212.1      198.3       213.6      197.9
                               ----------  ---------   ---------  ---------

Highlights

--  A strong quarter with high activity levels and good execution of
    continuing complex operations
--  Greater Plutonio achieved significant progress during the quarter
--  The Polar Queen joined the fleet and mobilised immediately to West
    Africa
--  Sapura Acergy joint venture was awarded $175 million Kikeh pipeline
    deepwater installation contract in Malaysia
    

Post Quarter Highlights

--  First oil on Greater Plutonio achieved on the southern production
    system
    

Tom Ehret, Chief Executive Officer, said, "In another quarter of high activity levels, with quarterly revenue exceeding $700 million for the first time, significant progress was achieved on a number of major projects. Delivery of first oil on Greater Plutonio was a significant milestone on the largest project that we have undertaken. We expect mechanical completion of this project by year end. The Polar Queen, a key deepwater enabling asset, joined the fleet in August and is now fully committed on projects in West Africa and South America until the first quarter of 2009. The level of awards in the quarter was low with long awaited contract awards in West Africa still outstanding. However, we are confident that we will see material backlog growth by the time we report the full year results."

Operating Review

Acergy Africa and Mediterranean -- A very active quarter in West Africa with revenue up 30% on the same quarter in 2006. On the Greater Plutonio project, significant progress was made during the quarter, resulting in a strong financial contribution. The tie-in programme continued towards the hand over of the southern production system for first oil after quarter end. Installation work on the Moho Bilondo project in the Congo continued with the Polar Queen mobilising to work on this project. Commercial activity continues to be intense with a number of the long awaited major contracts now expected to move closer to award.

Acergy Northern Europe and Canada -- The high level of activity continued throughout the quarter with revenue broadly in line with the same quarter in 2006. The main project activity included work under the CNR Frame Agreement, the Njord Gas export line and the Starling project. The Acergy Piper successfully completed the Tyrihans project ahead of schedule. The technically demanding Tampen Hot-Tap and H7 bypass projects completed during the quarter. All assets deployed in Northern Europe worked at full capacity throughout the quarter.

Acergy North America and Mexico -- Project management and engineering support for projects in Brazil continued throughout the quarter. Targeted tendering continues for deepwater projects in the Gulf of Mexico.

Acergy South America -- The growth in Acergy South America is demonstrated with revenue increasing to $63 million compared to $20 million for the same quarter in 2006. SURF projects now represent 60% of regional backlog. The PRA-1 contract passed a major milestone with the installation of the three manifolds. The build up of the Acergy infrastructure in Brazil continues ahead of the offshore phases of Frade and Mexilhao projects in 2008. The three ships on long term charter to Petrobras achieved 97% utilisation in the quarter.

Acergy Asia and Middle East -- Revenues declined in the quarter compared to the same period in 2006, as the early contribution from current projects did not replace the contribution from the Casino project. The Dai Hung project was physically completed at a loss in the quarter, although contract closure is anticipated in the coming months, and the region continued to build up its organisation. The $5.7 million gain realised on the sale of shallow water assets during the quarter was more than offset by the planned dry docking of the Toisa Proteus which resulted in lower ship utilisation. The Sapura Acergy joint venture remained loss making and will continue to be so until the delivery of the Sapura 3000.

Asset Development

The Polar Queen, was delivered during the latter part of the quarter. Both the Sapura 3000 and the Acergy Viking are expected to join the fleet by year end.

Non-consolidated joint ventures

The contribution from non-consolidated joint ventures in the quarter was down significantly from the same quarter in 2006. This decrease was mainly due to lower activity in the Seaway Heavy Lifting joint venture, due to repairs on the Stanislav Yudin during June, and mobilising to work for our joint venture partner for the remainder of the period. The major contributors in the quarter were the Subsea7 project joint venture in Norway and NKT Flexibles. The Sapura Acergy joint venture remained loss making as expected, prior to the delivery of the Sapura 3000.

Financial Review

Net operating revenue from continuing operations for the third quarter increased 17% to $709.2 million compared to the same quarter in 2006, primarily due to increased activity levels in West Africa and South America.

Net operating income from continuing operations for the third quarter was $125.0 million compared to $108.5 million for the same period in 2006. This was primarily as a result of improved project performance and a higher level of activity, particularly in West Africa, offset by the lower contribution from non-consolidated joint ventures at $10.8 million compared to $23.7 million. Selling, General and Administrative expenses for the quarter increased 25% to $53.1 million compared to the same period in 2006 due to increased activity levels, higher tendering and infrastructure build up costs, including some one-off costs.

The tax charge for the quarter was $41 million, an effective tax rate of 34% for the quarter. Whilst the underlying charge from operations increased to approximately 37%, caused by a change in the profit mix, the partial release of a provision in respect of ongoing tax audits reduced the net quarterly rate to 34%.

Net income was $79.9 million compared to $66.6 million for continuing operations in 2006, reflecting the higher level of activity during the quarter, and compared to $53.8 million for all operations in the same period in 2006, which included a $12.8 million loss on discontinued operations.

The cash and cash equivalents position at the quarter end was $518.1 million, compared to $500.2 million as at May 31, 2007, due to strong cash generation from operations, offset by planned capital expenditure at $65 million and the dividend payment of $38 million. Total advance billings at the quarter end stood at $201.7 million compared to $209.7 million at May 31, 2007.

At quarter end, Acergy S.A. held directly 6,154,845 treasury shares representing 3.2% of the total issued shares, as well as indirectly holding 879,121 treasury shares, representing 0.5% of the total issued shares.

Current Trading

The backlog for continuing operations as at August 31, 2007 was $2.7 billion, of which $0.7 billion is for execution throughout the remainder of 2007. The Group also held an additional $335 million in pre-backlog at the quarter end.

In $ millions as at:        Aug.31.07  May.31.07  Aug.31.06
                            ---------  ---------  ---------
Backlog                       2,745      3,031      2,618
                            ---------  ---------  ---------
Pre-Backlog (1)                335        522        302
                            ---------  ---------  ---------
(1) Pre-backlog reflects the stated value of letters of intent
and the expected value of escalations on frame agreements

Outlook

The major SURF projects, especially in West Africa which are experiencing delays, are now expected to move closer to award. Acergy anticipates material backlog growth in the months ahead, with medium to long term market trends expected to remain strong. Clarity of future revenues and the activity level in 2008 and 2009 will become evident as some of the major contracts are awarded.

Acergy S.A. is a seabed-to-surface engineering and construction contractor for the offshore oil and gas industry worldwide. We plan, design and deliver complex, integrated projects in harsh and challenging environments. We operate internationally as one group -- globally aware and locally sensitive, sharing our expertise and experience to create innovative solutions. We are more than solution providers, we are solution partners -- ready to make long-term investments in our people, assets, know-how and relationships in support of our clients.

Forward-Looking Statements: Certain statements made in this announcement may include "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the US Securities Exchange Act of 1934. These statements may be identified by the use of words like "anticipate," "believe," "estimate," "expect," "intend," "may," "plan," "forecast", "project," "will," "should," "seek," and similar expressions. The forward-looking statements reflect our current views and assumptions and are subject to risks and uncertainties. The following factors, and others which are discussed in our public filings and submissions with the U.S. Securities and Exchange Commission, are among those that may cause actual and future results and trends to differ materially from our forward-looking statements: our ability to recover costs on significant projects; the general economic conditions and competition in the markets and businesses in which we operate; our relationship with significant clients; the outcome of legal proceedings or governmental enquiries; uncertainties inherent in operating internationally; the timely delivery of ships on order and the timely completion of ship conversion programmes; the impact of laws and regulations; and operating hazards, including spills and environmental damage. Many of these factors are beyond our ability to control or predict. Given these factors, you should not place undue reliance on the forward-looking statements.

Conference Call Information
Lines will open 30 minutes prior to conference call.
Date:  Wednesday October 10, 2007
Time:  3.00pm UK Time   (10am EDT*)

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International Dial In: +44 (0) 1452 560 210

Conference ID :  18326870

(*Eastern Daylight Time)

Replay Facility Details
A replay facility will be available for the following period:
Date:     Wednesday October 10, 2007
Time:     6pm UK Time (1pm EDT*)

Date:     Tuesday October 16, 2007
Time:     12 midnight UK Time (7pm EDT*)

Conference Replay Dial In Numbers:
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International Dial In: +44 (0) 1452 550 000

Passcode :  18326870#

Alternatively, a live webcast and a playback facility will be available on the Group's website www.acergy-group.com

                     ACERGY S.A. AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
           (in $ millions, except share and per share data)

                               Three Months Ended     Nine Months Ended
                              August 31,  August 31, August 31,  August 31,
                                 2007        2006       2007       2006
                              Unaudited   Unaudited  Unaudited   Unaudited
                              ---------   ---------  ---------   ---------
Net operating revenue from
 continuing operations            709.2       607.0    1,909.1     1,511.4
Operating expenses               (547.4)     (477.0)  (1,536.0)   (1,214.6)
                              ---------   ---------  ---------   ---------

Gross profit                      161.8       130.0      373.1       296.8

Share of net income of
 non-consolidated joint
 ventures                          10.8        23.7       27.6        37.8
Selling, general and
 administrative expenses (a)      (53.1)      (42.5)    (150.4)     (118.8)
Impairment of long-lived
 tangible assets                      -        (0.7)      (0.2)       (0.7)
Gains/(losses) on disposal of
 long-lived tangible assets
 and subsidiaries                   5.7        (0.2)      12.5        (0.6)
Other operating
 income(loss), net                 (0.2)       (1.8)       0.4        (0.4)
                              ---------   ---------  ---------   ---------

Net operating income from
 continuing operations            125.0       108.5      263.0       214.1

Interest income/(expense), net      2.4         4.1       11.3         9.1
Foreign currency exchange
 losses, net                       (3.8)       (4.1)      (4.6)       (1.2)
                              ---------   ---------  ---------   ---------

Net income before minority
 interest and taxes from
 continuing operations            123.6       108.5      269.7       222.0
Minority interests                 (2.7)       (5.8)      (3.8)       (4.5)
                              ---------   ---------  ---------   ---------

Net income before income taxes
 from continuing operations       120.9       102.7      265.9       217.5
Income tax provision              (41.0)      (36.1)     (98.4)      (70.8)
                              ---------   ---------  ---------   ---------

Net income from continuing
 operations                        79.9        66.6      167.5       146.7
Income/(loss) from
 discontinued operations              -       (12.8)       4.9       (13.1)
Gain on disposal of
 discontinued operations              -           -          -        35.1

                              ---------   ---------  ---------   ---------
Net income                         79.9        53.8      172.4       168.7
                              =========   =========  =========   =========

PER SHARE DATA
Net earnings per Common Share
 and Common Share equivalent
    Basic
    Continuing operations          0.43        0.35       0.89        0.76
    Discontinued operations           -       (0.07)      0.02        0.12
                              ---------   ---------  ---------   ---------
    Net earnings                   0.43        0.28       0.91        0.88
                              =========   =========  =========   =========

    Diluted
    Continuing operations          0.39        0.34       0.82        0.74
    Discontinued operations           -       (0.07)      0.02        0.11
                              ---------   ---------  ---------   ---------
    Net earnings                   0.39        0.27       0.84        0.85
                              =========   =========  =========   =========

Weighted average number of
 Common Shares and Common Share
 equivalents outstanding
    Basic                         187.8       193.1      188.6       192.6
    Diluted                       212.1       198.3      213.6       197.9

SELECTED INFORMATION –
 CONTINUING OPERATIONS
Cash outflows for capital
 expenditures                      65.3        62.4      196.6       156.5
Depreciation and amortisation      19.3        15.5       54.5        43.4
Dry-dock amortisation               4.6         4.2       12.5        11.2

(a) Selling, general and administrative expenses have been re-presented
    to reflect a reclassification of certain costs previously charged to
    operating expenses.



                         ACERGY S.A. AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                                (in $ millions)

                                          As at      As at       As at
                                        August 31, August 31, November 30,
                                          2007       2006        2006
                                        Unaudited  Unaudited  Audited (a)
                                        ---------  ---------  -----------
ASSETS

    Cash and cash equivalents               518.1      325.3        717.5

    Assets held for sale                      9.5       18.6         16.7

    Other current assets (b)                791.0      561.3        669.4

    Long-lived tangible assets,
     net of accumulated depreciation        758.2      567.0        645.6

    Other non-current assets                161.2      146.2        160.0
                                        ---------  ---------  -----------

            Total assets                  2,238.0    1,618.4      2,209.2
                                        =========  =========  ===========

LIABILITIES AND SHAREHOLDERS' EQUITY

    Current portion of long term debt         3.2        0.8          2.4

    Other current liabilities               931.6      892.8        917.1

    Long term debt                          506.3        8.7        507.1

    Other non-current liabilities            70.9       42.6         64.2

    Liabilities related to assets
     held for sale                              -        0.8            -

    Minority interests                       14.0       18.9         18.7

    Shareholders' equity

        Common shares                       389.9      388.3        389.0

        Paid-in-surplus                     484.0      471.7        475.0
        Accumulated deficit                 (59.8)    (222.3)      (154.3)

        Accumulated other comprehensive
         income                              10.8       17.1          7.5

        Treasury stock                     (112.9)      (1.0)       (17.5)
                                        ---------  ---------  -----------

            Total shareholders' equity      712.0      653.8        699.7

                                        ---------  ---------  -----------
            Total liabilities and
             shareholders' equity         2,238.0    1,618.4      2,209.2
                                        =========  =========  ===========

(a) These figures have been extracted from the audited Consolidated
    Financial Statements for 2006.
(b) As at August 31, 2007 a total of $nil million of claims or variation
    orders not formally agreed with clients has been included in other
    current assets. This compares to $1.7 million and $nil million of
    claims and variation orders included in other current assets as at
    August 31, 2006 and November 30, 2006 respectively.



                      ACERGY S.A. AND SUBSIDIARIES
               STATEMENT OF MOVEMENT OF ACCUMULATED DEFICIT
                  FOR NINE MONTHS ENDED AUGUST 31, 2007
                            (in $ millions)

Balance, November 30, 2006                          (154.3)

Net income for nine months ended August 31, 2007     172.4

Dividends paid                                       (37.5)

Loss on sale of Treasury Stock                       (40.4)

                                                    ------
Balance, August 31, 2007                             (59.8)
                                                    ======



                      ACERGY S.A. AND SUBSIDIARIES
                          SEGMENTAL ANALYSIS
                            (in $ millions)

The Company has six reportable segments based on the geographic
distribution of its activities as follows: the Acergy Africa and
Mediterranean region covers activities in Africa and the
Mediterranean; the Acergy Northern Europe and Canada region includes
all activities in Northern Europe, Eastern Canada, Greenland and
Azerbaijan; the Acergy North America and Mexico region includes all
activities in the United States, Mexico, Central America and Western
Canada; the Acergy South America region incorporates activities in South
America and the islands of the southern Atlantic Ocean; the Acergy Asia
and Middle East region includes all activities in Asia Pacific, India
and the Middle East (but excludes the Caspian Sea). The Acergy Corporate
region includes all activities that serve more than one region. These
include the activities of the SHL and NKT joint ventures. Also included
are assets which have global mobility including construction support
ships, ROVs and other assets that cannot be attributed to any one region;
and corporate services provided for the benefit of the whole group,
including design engineering, finance and legal departments.



For the three months ended
August 31, 2007            Acergy Acergy Acergy
                           Africa North- North
                           &      ern    Amer-  Acergy Acergy
                           Medit- Europe ica &  South  Asia & Acergy
                           erran- &      Mexico Amer-  Middle Corpo-
(in $ millions)            ean    Canada  (b)    ica   East   rate   Total
                           ------ ------ -----  -----  -----  ------ ------

Net operating revenue –
 external (a)               336.0  280.7   1.4   63.3   27.9    (0.1) 709.2
Net operating
 income/(loss)               55.9   59.6  (3.1)  (0.7)  (5.9)   19.2  125.0
    Interest income, net                                                2.4
    Foreign exchange loss                                              (3.8)

                                                                     ------
Net income before minority interests and taxes from continuing
 operations                                                           123.6



For the three months ended
August 31, 2006            Acergy Acergy Acergy
                           Africa North- North
                           &      ern    Amer-  Acergy Acergy
                           Medit- Europe ica &  South  Asia & Acergy
                           erran- &      Mexico Amer-  Middle Corpo-
(in $ millions)            ean    Canada  (b)    ica   East   rate   Total
                           ------ ------ -----  -----  -----  ------ ------

Net operating revenue –
 external (a)               258.6  294.6   0.9   19.5   33.3     0.1  607.0
Net operating
 income/(loss)               23.1   59.1   0.3    0.3   (1.7)   27.4  108.5
    Interest income, net                                                4.1
    Foreign exchange loss                                              (4.1)

                                                                     ------
Net income before minority interests and taxes from continuing
 operations                                                           108.5



For the nine months ended
August 31, 2007            Acergy Acergy Acergy
                           Africa North- North
                           &      ern    Amer-  Acergy Acergy
                           Medit- Europe ica &  South  Asia & Acergy
                           erran- &      Mexico Amer-  Middle Corpo-
(in $ millions)            ean    Canada  (b)    ica   East   rate   Total
                           ------ ------ -----  -----  -----  -----  ------

Net operating revenue –
 external (a)               964.5  734.8   2.0  146.9   60.2    0.7 1,909.1
Net operating
 income/(loss)              119.6  131.1  (3.7)  (3.6)  (6.0)  25.6   263.0
    Interest income, net                                               11.3
    Foreign exchange loss                                              (4.6)

                                                                     ------
Net income before minority interests and taxes from continuing
 operations                                                           269.7



For the nine months ended
August 31, 2006            Acergy Acergy Acergy
                           Africa North- North
                           &      ern    Amer-  Acergy Acergy
                           Medit- Europe ica &  South  Asia & Acergy
                           erran- &      Mexico Amer-  Middle Corpo-
(in $ millions)            ean    Canada  (b)    ica   East   rate   Total
                           ------ ------ -----  -----  -----  -----  ------
Net operating revenue –
 external (a)               717.8  609.9  36.2   51.5   95.9    0.1 1,511.4
Net operating
 income/(loss)               84.8   96.9   1.0    2.8    1.7   26.9   214.1
    Interest income, net                                                9.1
    Foreign exchange loss                                              (1.2)

                                                                     ------
Net income before minority interests and taxes from continuing
 operations                                                           222.0



(a) Two clients each individually accounted for more than 10% of the
    Group's revenue from continuing operations for the quarter ended August
    31, 2007. The revenue from these clients was $266.2 million and was
    attributable to Acergy Africa and Mediterranean and Acergy Northern
    Europe and Canada. Two clients in the nine months period ended August
    31, 2007 accounted for more than 10% of the Group's revenue from
    continuing operations. The revenue from these clients was $758.9
    million and was attributable to Acergy Africa and Mediterranean, Acergy
    Northern Europe and Canada and Acergy Asia and Middle East. In the
    quarter ended August 31, 2006, three clients accounted for more than
    10% of the Group's revenue from continuing operations. The revenue from
    these clients was $335.2 million and was attributable to Acergy Africa
    and Mediterranean, Acergy Northern Europe and Canada and Acergy Asia
    and Middle East. Three clients in the nine months period ended August
    31, 2006 accounted for more than 10% of the Group's revenue from
    continuing operations. The revenue from these clients was $877.6
    million and was attributable to Acergy Africa and Mediterranean, Acergy
    Northern Europe and Canada and Acergy Asia and Middle East.

(b) Excludes discontinued operations.

                       ACERGY S.A. AND SUBSIDIARIES
     RECONCILIATION OF NET OPERATING INCOME FROM CONTINUING OPERATIONS
                TO ADJUSTED EBITDA FROM CONTINUING OPERATIONS
                     (In $ millions, except percentages)

                                 Three Months Ended    Nine Months Ended
                                August 31, August 31, August 31, August 31,
                                  2007        2006      2007       2006
                                Unaudited   Unaudited  Unaudited  Unaudited
                                ---------  ---------  ---------  ---------
Net operating income from
 continuing operations              125.0      108.5      263.0      214.1
ADJUSTMENTS:
Add back
Depreciation and
 amortisation, including
 dry-docking amortisation            23.9       19.7       67.0       54.6

Non-recurring items
Impairment of long-lived
 tangible assets                        -        0.7        0.2        0.7
(Gains)/losses on disposal of
 long-lived tangible assets
 and subsidiaries                    (5.7)       0.2      (12.5)       0.6

                                ---------  ---------  ---------  ---------
Adjusted EBITDA (a)                 143.2      129.1      317.7      270.0
                                ---------  ---------  ---------  ---------

                                ---------  ---------  ---------  ---------
Net operating revenue from
 continuing operations              709.2      607.0    1,909.1    1,511.4
                                ---------  ---------  ---------  ---------

                                ---------  ---------  ---------  ---------
Adjusted EBITDA %                    20.2%      21.3%      16.6%      17.9%
                                ---------  ---------  ---------  ---------


                       ACERGY S.A. AND SUBSIDIARIES
          RECONCILIATION OF NET INCOME FROM CONTINUING OPERATIONS
              TO ADJUSTED EBITDA FROM CONTINUING OPERATIONS
                    (In $ millions, except percentages)

                                 Three Months Ended    Nine Months Ended
                                August 31, August 31, August 31, August 31,
                                  2007        2006      2007       2006
                               Unaudited   Unaudited  Unaudited  Unaudited
                               ----------  ---------  ---------  ---------
Net income from continuing
 operations                          79.9       66.6      167.5      146.7
ADJUSTMENTS:
Depreciation and
 amortisation, including
 dry-docking amortisation            23.9       19.7       67.0       54.6
Impairment of long-lived
 tangible assets                        -        0.7        0.2        0.7
(Gains)/losses on disposal of
 long-lived tangible assets
 and subsidiaries                    (5.7)       0.2      (12.5)       0.6
Interest income, net                 (2.4)      (4.1)     (11.3)      (9.1)
Income tax provision                 41.0       36.1       98.4       70.8
Foreign currency exchange
 losses                               3.8        4.1        4.6        1.2
Minority interests                    2.7        5.8        3.8        4.5

                                ---------  ---------  ---------  ---------
Adjusted EBITDA (a)                 143.2      129.1      317.7      270.0
                                ---------  ---------  ---------  ---------

                                ---------  ---------  ---------  ---------
Net operating revenue from
 continuing operations              709.2      607.0    1,909.1    1,511.4
                                ---------  ---------  ---------  ---------

                                ---------  ---------  ---------  ---------
Adjusted EBITDA %                    20.2%      21.3%      16.6%      17.9%
                                ---------  ---------  ---------  ---------

(a) Adjusted EBITDA: The group calculates Adjusted EBITDA from continuing
operations (adjusted earnings before interest, income taxes, depreciation
and amortisation) as net income from continuing operations plus interest,
taxes, depreciation and amortisation and adjusted to exclude foreign
currency exchange gains or losses, minority interests, impairment of
long-lived tangible assets and gains or losses on disposal of subsidiaries
and long-lived tangible assets.  Adjusted EBITDA margin from continuing
operations is defined as Adjusted EBITDA divided by net operating revenue
from continuing operations.  Management believes that Adjusted EBITDA and
Adjusted EBITDA margin from continuing operations are an important
indicators of our operational strength and the performance of our business.
Adjusted EBITDA and Adjusted EBITDA margin from continuing operations have
not been prepared in accordance with accounting principles generally
accepted in the United States ("U.S. GAAP").  These non-U.S. GAAP measures
provide management with a meaningful comparison amongst our various
regions, as it eliminates the effects of financing and depreciation.
Adjusted EBITDA margin from continuing operations is also a useful ratio
to compare our performance to our competitors and is widely used by
shareholders and analysts following the group’s performance. Adjusted
EBITDA and Adjusted EBITDA margin from continuing operations as
presented by the group may not be comparable to similarly titled measures
reported by other companies.  Such supplementary adjustments to EBITDA may
not be in accordance with current practices or the rules and regulations
adopted by the US Securities and Exchange Commission (the "SEC") that apply
to reports filed under the Securities Exchange Act of 1934.  Accordingly,
the SEC may require that Adjusted EBITDA and Adjusted EBITDA margin from
continuing operations be presented differently in filings made with the SEC
than as presented in this release, or not be presented at all. Adjusted
EBITDA and Adjusted EBITDA margin from continuing operations are not
measures determined in accordance with U.S. GAAP and should not be
considered as an alternative to, or more meaningful than, net income (as
determined in accordance with U.S. GAAP), as a measure of the group’s
operating results or cash flows from operations (as determined in
accordance with U.S. GAAP) or as a measure of the group’s liquidity.  The
reconciliation of the group’s net income from continuing operations to
Adjusted EBITDA from continuing operations is included in this release.

This release also includes a supplemental calculation of Adjusted EBITDA
from continuing operations calculated as net operating income from
continuing operations, plus depreciation and amortisation, excluding
impairment charges of long lived tangible assets and gains and losses on
disposal of subsidiaries and long lived tangible assets.  Management
believes that this supplemental presentation of Adjusted EBITDA from
continuing operations is also useful as it is more in line with the
presentation of similarly titled measures by companies within Acergy’s peer
group and therefore believes it to be a helpful calculation for those
evaluating companies within Acergy’s industry.

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