SOURCE: ACERGY S.A.

July 11, 2007 07:13 ET

Acergy S.A. Announces Second Quarter Results

LONDON--(Marketwire - July 11, 2007) - Acergy S.A. (NASDAQ: ACGY) (OSLO: ACY) announced today unaudited results for the second quarter which ended on May 31, 2007.

Financial Highlights

                               Three Months Ended      Six Months Ended
                              --------------------   --------------------
                              May.31.07  May.31.06   May.31.07  May.31.06
in $ millions                 Unaudited  Unaudited   Unaudited  Unaudited
-------------                 ---------  ---------   ---------  ---------

Net operating revenue from
 continuing operations           634.0      536.8     1,199.8      904.4

Gross profit                     120.8      111.6       211.2      166.8

Net operating income from
 continuing operations            88.5       78.0       138.0      105.6

Net income from continuing
 operations                       51.5       59.6        87.7       80.1

Net income / (loss) from
 discontinued operations           0.6       (4.3)        4.8       (0.3)

Gain on disposal of
 discontinued operations             -       18.7           -       35.1

Net income                        52.1       74.0        92.5      114.9


                               Three Months Ended      Six Months Ended
                              --------------------   --------------------
                              May.31.07  May.31.06   May.31.07  May.31.06
PER SHARE DATA (Diluted)      Unaudited  Unaudited   Unaudited  Unaudited
-------------                 ---------  ---------   ---------  ---------

Earnings per share from
 continuing operations           $0.26      $0.30       $0.44      $0.40

Earnings per share from
 discontinued operations             -      $0.07       $0.02      $0.18

Net earnings per share           $0.26      $0.37       $0.46      $0.58

Weighted-average number
 of common shares
 issued (millions)               212.0      197.9       214.5      197.5

Highlights

--  High activity levels, complex operations and effective execution
    delivered solid results for the quarter
--  Three significant operational milestones on Greater Plutonio were
    achieved successfully
--  The Pertinacia and Toisa Proteus joined the fleet in April and May
    respectively
--  The $400 million Mexilhão trunkline contract for Acergy Piper, to be
    executed in Brazil in 2008, was awarded to Acergy by Petrobras
    

Post Quarter End Activity

--  Apache Energy awarded the $85 million Van Gogh contract in Australia
--  The Seaway Heavy Lifting joint venture ordered a newbuild 5000 metric
    tonne DP crane vessel with Acergy equity stake increasing from 30% to 50%
    upon delivery of the new vessel
--  Acergy announced a 50% investment in a $180 million new build diving
    support vessel for Northern Europe and Canada region
    

Tom Ehret, Chief Executive Officer, said, "During the quarter, we effectively managed high levels of activity, complex operations and a stretched logistics and supply chain, while continuing to consolidate our growth and recruit new staff. Importantly, we successfully passed three major milestones on the Greater Plutonio project, our largest project so far, and took delivery of two new ships. We still have a lot of challenging work to complete in West Africa. The award of the $400 million Mexilhão contract for the Acergy Piper further strengthens our position in Brazil. We have two additional new ships joining the fleet in the second half of this year in addition to the Sapura 3000 for our SapuraAcergy joint venture."

Operating Review

Acergy Africa and Mediterranean -- In another very active quarter in West Africa, good progress was made on the Greater Plutonio project with the completion of flowline lay, the installation of the riser tower and the mooring of the FPSO. While the most complex parts of this project are now behind us, we still have six ships offshore and currently construction is expected to be completed by the end of the third quarter of 2007. Progress continues on the Moho Bilondo project where the flowlines and manifolds were installed during the second quarter. Significant variation orders were received for the Greater Plutonio and EPC2B projects during the quarter. The level of tendering and commercial activity continues to be intense.

Acergy Northern Europe and Canada -- The high level of activity continued throughout the second quarter. The Langeled tie-ins and Minke tie-back projects have been completed. The Acergy Petrel was mobilised in April for the Statoil five year frame agreement and good progress was made on a number of other projects, including the critical Shell Tampen hot-tap and the Conoco Phillips H7 bypass. Most vessels operated at full utilisation during the period.

Acergy North America and Mexico -- All operational aspects of the discontinued business in Trinidad are now complete. Project management and engineering support activities continued for projects in the fast growing business in Brazil.

Acergy South America -- The Pertinacia began her six year contract with Petrobras in April and is performing well. Installation work on the PRA-1 project is progressing on schedule. The Acergy Condor and Acergy Harrier performed well on their long-term contracts during the quarter, however earnings were offset by the cost of the organisational build up to manage the PRA-1, Frade and Mexilhão projects. The Toisa Conqueror ROV support contract was renewed with the new contract commencing in February 2008.

Acergy Asia and Middle East -- The Dai Hung project progressed but due to equipment problems and weather downtime in the quarter this project is now loss making. The additional costs of increasing the infrastructure in this region, in order to manage anticipated deepwater construction contracts, exceeded earnings at a time when several new projects are still at an early stage of revenue recognition. An $85 million contract has been awarded by Apache Energy for work on the Van Gogh field in Australia since quarter end. We are very happy that our SURF focused strategy for the development of this region is working as commercial activity confirms our expectations of future growth.

Asset Development

Two of the five new vessels scheduled to join the fleet in 2007 were delivered in the quarter. However, the Polar Queen has suffered further shipyard delays and is now expected to join the fleet during the third quarter. This delay has necessitated rescheduling of vessels on West African projects and the impact of this is reflected in our updated guidance for the full year. The Sapura 3000 and the Acergy Viking are expected to join the fleet in the second half of the year. Since the quarter end, a $180m Diving Support Vessel has been ordered as part of the fleet rejuvenation programme with delivery expected in 2010. This new asset will be owned by a new 50/50 joint venture company and will expand the joint venture investments already underway with the Sapura 3000 in SapuraAcergy and the new 5000 metric tonne DP crane vessel in Seaway Heavy Lifting.

Non-consolidated joint ventures -- The non-consolidated joint ventures saw increased activity in the quarter with a contribution of $14.3 million. NKT Flexibles, Seaway Heavy Lifting and the Subsea7 joint ventures were the major contributors. The Sapura Acergy joint venture is expected to remain loss making until delivery of the Sapura 3000 later in the year.

Financial Review

Net operating revenue from continuing operations for the second quarter increased 18% to $634.0 million compared to the same quarter in 2006, primarily due to increased activity levels in West Africa and South America.

During the second quarter, certain support costs within the Northern Europe and Canada region have been reallocated from operating expenses to Selling General and Administrative (SG&A) expenses. All comparative figures, including prior year, have been re-presented for the reallocation. As re-presented SG&A expenses for the second quarter increased 22% to $52.4 million due to increased activity levels, higher tendering costs and infrastructure build up costs in South America and in Asia and the Middle East, compared to the same period in 2006.

Net operating income from continuing operations for the second quarter was $88.5 million compared to $78.0 million for the same period in 2006, as a result of a higher level of activity, particularly in West Africa, partly offset by some projects currently performing below expectations.

The tax charge for the quarter was $42.2 million, an effective rate for the quarter of 44%. This reflected an underlying charge of 32% on operations for the full year and a one off provision in respect of reassessment of provisions for ongoing tax audits by the relevant authorities.

Net income from continuing operations was $51.5 million compared to $59.6m for 2006, reflecting the impact of the higher tax charge. After including income of $0.6 million from discontinued operations, net income from all operations for the quarter ended May 31, 2007, was $52.1 million. This compares to $74.0 million for the same period in 2006 in which an $18.7 million gain on disposal of discontinued operations was recorded.

The cash and cash equivalents position at the quarter end was $500.2 million, compared to $728.7 million as at February 28, 2007. This reduction is due to lower cash generation from operations, caused mainly by slippage outside the period of major receipts from a few clients and the ongoing capital expenditure and share buyback programmes. In addition, total advance billings at the quarter end were $209.7 million compared to $243.9 million as at February 28, 2007.

At quarter end, as a result of the share buyback programme, Acergy S.A. held directly 6,422,314 of its own shares representing 3.3% of the total issued shares, as well as indirectly holding 879,121 treasury shares, representing 0.5% of the total issued shares.

Updated Full Year guidance

Revenue expectations for the full year are now expected to be in the range of $2.7-$2.8 billion. The Adjusted EBITDA percentage margin is expected to show continued improvement over the result achieved for the full year in 2006 as previously stated. The tax rate for the full year 2007 is expected to be approximately 35%. Capital expenditure is expected to be $220 million in commitment for 2007 with a cash expenditure of $230 - $250 million. Increased capital expenditure commitments over earlier guidance represent growth in existing ship conversion costs of approximately $20 million as well as further new investment of approximately $50 million reflecting continued confidence in our market growth.

Current Trading

The backlog for continuing operations as at May 31, 2007 was $3.0 billion, of which $1.4 billion is for execution throughout the remainder of 2007. The Group also held an additional $522 million in pre-backlog at the quarter end. A $3.0 billion backlog is another milestone for the company.

        In $ millions as at:    May.31.07   Feb.28.07   May.31.06
        --------------------    ---------   ---------   ---------
        Backlog                   3,031       2,557       2,470
        Pre-Backlog (1)             522         470         489

        (1) Pre-backlog reflects the stated value of letters of
            intent and the expected value of escalations on frame
            agreements

Outlook

The contract award process of major SURF projects bid over the last six to nine months remains slow, particularly for West Africa, due to local issues, such as the elections in Nigeria and some bid prices being higher than client expectations. There are now indications that this process is advancing with a number of projects expected to be awarded by year-end. With engineering resources and construction assets remaining at full utilisation, market conditions are expected to continue to be firm, even though uncertainties in the timing of the award of major contracts may continue to make future revenues in 2008 and 2009 volatile on a quarterly basis.

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.

(1) 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.

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 ships 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 July 11, 2007
Time:   3.00pm UK Time (10am EDT*)

Conference Dial In Numbers:
UK Toll Free    :       0800 073 8965
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France          :       + 33 (0) 1 70 70 07 85
Norway          :       + 47 21 56 32 56
Italy           :       + 39 023 600 7812
Netherlands     :       + 31 (0) 20 7133 453
Germany         :       + 49 (0) 692 222 204 77

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

Conference ID :  5333364

(*Eastern Daylight Time)


Replay Facility Details
-----------------------
This facility is available from 6pm UK Time (1pm EDT*) Wednesday
July 11, 2007 until 12 midnight UK Time (7pm EDT*) Tuesday July 17, 2007.

Conference Replay Dial In Numbers:
UK Toll Free            :  0800 953 1533
USA Toll Free           :  + 1 866 247 4222
France                  :  + 33 (0) 1 76 70 02 44
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International Dial In:     +44 (0) 1452 550 000

Passcode :  5333364#

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      Six Months Ended
                                 May 31,    May 31,    May 31,    May 31,
                                 2007        2006       2007       2006
                              Unaudited   Unaudited  Unaudited   Unaudited
                              ---------   ---------  ---------   ---------
Net operating revenue from
 continuing operations          634.0      536.8       1,199.8      904.4
Operating expenses             (513.2)    (425.2)       (988.6)    (737.6)
                               ------     ------       -------     ------

Gross profit                    120.8      111.6         211.2      166.8

Share of net income of
 non-consolidated joint
 ventures                        14.3        8.6          16.7       14.1

Selling, general and
 administrative expenses (a)    (52.4)     (42.9)        (97.1)     (76.3)
Impairment of long-lived
 tangible assets                 (0.2)         -          (0.2)         -
Gains/(losses) on disposal of
 long-lived tangible assets and
 subsidiaries                     5.9          -           6.8       (0.4)
Other operating income
 (loss), net                      0.1        0.7           0.6        1.4
                               ------     ------       -------     ------


Net operating income from
 continuing operations           88.5       78.0         138.0      105.6

Interest income/(expense), net    4.0        2.5           9.0        5.0
Foreign currency exchange
 gains (losses), net              1.5        2.4          (0.8)       2.9
                               ------     ------       -------     ------

Net income before minority
 interest and taxes from
 continuing operations           94.0       82.9         146.2      113.5
Minority interests               (0.3)       0.4          (1.1)       1.3
                               ------     ------       -------     ------

Net income before income taxes
 from continuing operations      93.7       83.3         145.1      114.8
Income tax provision            (42.2)     (23.7)        (57.4)     (34.7)
                               ------     ------       -------     ------

Net income from continuing
 operations                      51.5       59.6          87.7       80.1
Income (loss) from
 discontinued operations          0.6       (4.3)          4.8       (0.3)
Gain on disposal of
 discontinued operations            -       18.7             -       35.1

                               ------     ------       -------     ------
Net income                       52.1       74.0          92.5      114.9
                               ======     ======       =======     ======

PER SHARE DATA
Net earnings per Common Share
 and Common Share equivalent
    Basic
    Continuing operations        0.28       0.31          0.46       0.42
    Discontinued operations         -       0.07          0.03       0.18
                               ------     ------       -------     ------
    Net earnings                 0.28       0.38          0.49       0.60
                               ======     ======       =======     ======

    Diluted
    Continuing operations        0.26       0.30          0.44       0.40
    Discontinued operations         -       0.07          0.02       0.18
                               ------     ------       -------     ------
    Net earnings                 0.26       0.37          0.46       0.58
                               ======     ======       =======     ======

Weighted average number of
 Common Shares
And Common Share equivalents
 outstanding
    Basic                       187.2      192.6         189.0      192.4
    Diluted                     212.0      197.9         214.5      197.5

SELECTED INFORMATION -
 CONTINUING OPERATIONS
Cash outflows for capital
 expenditures                    81.0       57.5         131.3       94.2
Depreciation and amortisation    18.2       13.7          35.3       27.9
Dry-dock amortisation             3.9        3.7           7.8        7.0

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


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

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

  Cash and cash equivalents                500.2      302.9        717.5

  Assets held for sale                      12.5       16.7         16.7

  Other current assets                     704.4      548.6        669.4

  Long-lived tangible assets, net
    of accumulated depreciation            721.0      520.7        645.6

  Other non-current assets                 185.3      126.3        160.0
                                        ---------  ---------  -----------

        Total assets                     2,123.4    1,515.2      2,209.2
                                        =========  =========  ===========

LIABILITIES AND SHAREHOLDERS’ EQUITY

  Current portion of long term debt          3.2        0.8          2.4

  Other current liabilities                911.9      854.1        917.1

  Long term debt                           506.3        8.7        507.1

  Other non-current liabilities             63.7       42.7         64.2

  Minority Interests                        14.5       13.4         18.7

  Shareholders' equity

      Common Shares                        389.9      387.8        389.0

      Paid-in-surplus                      482.2      469.0        475.0

      Accumulated deficit                 (137.0)    (276.1)      (154.3)

      Accumulated other
        comprehensive income                 6.4       15.8          7.5

      Treasury stock                      (117.7)      (1.0)       (17.5)
                                        ---------  ---------  -----------

          Total shareholders' equity       623.8      595.5        699.7

                                        ---------  ---------  -----------
          Total liabilities and
            shareholders' equity         2,123.4    1,515.2      2,209.2
                                        =========  =========  ===========

(a) These figures have been extracted from the audited Consolidated
    Financial Statements for 2006.

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

Balance, November 30, 2006                      (154.3)

Net income for six months ended May 31, 2007      92.5

Dividends declared                               (37.5)

Loss on sale of Treasury Stock                   (37.7)

                                                ------
Balance, May 31, 2007                           (137.0)
                                                ======


                      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

                                         Acergy
                           Acergy Acergy North
                           Africa North- Amer-
                           &      ern    ica    Acergy Acergy
                           Medit- Europe &      South  Asia & Acergy
May 31, 2007               erran- &      Mexico Amer-  Middle Corpo-
(in $ millions)            ean   Canada   (b)    ica   East   rate   Total
                           ------ ------ -----  -----  -----  ------ ------
Net operating revenue -
 external (a)               346.4  216.2   0.2   53.9   16.9     0.4  634.0
Income (loss) from
 operations                  51.7   32.2   0.2   (0.1)  (1.4)    5.9   88.5
    Interest income, net                                                4.0
    Foreign exchange gain                                               1.5

                           ------ ------ -----  -----  -----  ------ ------
Income before taxes and minority interests from continuing operations  94.0

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

Net operating revenue -
 external (a)               250.2  214.3  25.9    7.1   29.3       -  536.8
Income (loss) from
 operations                  41.2   30.9  (0.5)   1.7    0.2     4.5   78.0
    Interest income, net                                                2.5
    Foreign exchange gain                                               2.4

                           ------ ------ -----  -----  -----  ------ ------
Income before taxes and minority interests from continuing operations 82.9

For the six months ended
                                         Acergy
                           Acergy Acergy North

                           Africa North- Amer-
                           &      ern    ica    Acergy Acergy
                           Medit- Europe &      South  Asia & Acergy
May 31, 2007               erran- &      Mexico Amer-  Middle Corpo-
(in $ millions)            ean   Canada   (b)    ica   East   rate   Total
                           ------ ------ -----  -----  -----  ------ ------
Net operating revenue –
external (a)                628.2  454.1   0.6   83.7   32.4    0.8 1,199.8
Income (loss) from
 operations                  63.7   71.5  (0.6)  (2.9)  (0.1)   6.4   138.0
    Interest income, net                                                9.0
    Foreign exchange loss                                             (0.8)

                           ------ ------ -----  -----  -----  ------ ------
Income before taxes and minority interests from continuing operations 146.2

For the six months ended
                                         Acergy
                           Acergy Acergy North
                           Africa North- Amer-
                           &      ern    ica    Acergy Acergy
                           Medit- Europe &      South  Asia & Acergy
May 31, 2006               erran- &      Mexico Amer-  Middle Corpo-
(in $ millions)            ean   Canada   (b)    ica   East   rate   Total
                           ------ ------ -----  -----  -----  ------ ------
Net operating revenue –
 external (a)               459.1  315.4  35.3   32.0   62.6       -  904.4
Income (loss) from
 operations                  61.5   37.8   0.7    2.5    3.5    (0.4) 105.6
    Interest expense, net                                               5.0
    Foreign exchange gain                                               2.9

                           ------ ------ -----  -----  -----  ------ ------
Income before taxes and minority interests from continuing operations 113.5

(a) Two clients each individually accounted for more than 10% of the
    Group's revenue from continuing operations for the quarter ended May
    31, 2007. The revenue from these clients was $300.8 million and was
    attributable to Acergy Africa and Mediterranean and Acergy Northern
    Europe and Canada. Two clients in the six months period ended May 31,
    2007 accounted for more than 10% of the Group's revenue from continuing
    operations. The revenue from these clients was $492.7 million and was
    attributable to Acergy Africa and Mediterranean, Acergy Northern Europe
    and Canada and Acergy Asia and Middle East. In the quarter ended May
    31, 2006, three clients accounted for more than 10% of the Group's
    revenue from continuing operations. The revenue from these clients was
    $346.7 million and was attributable to Acergy Africa and Mediterranean,
    Acergy Northern Europe and Canada and Acergy Asia and Middle East.
    Three clients in the six months period ended May 31, 2006 accounted for
    more than 10% of the Group's revenue from continuing operations. The
    revenue from these clients was $542.4 million and was attributable to
    Acergy Africa and Mediterranean, Acergy Northern Europe and Canada and
    Acergy Asia and Middle East.

(b) Gains/losses from discontinued operations are excluded.

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

                                      Three Months Ended Six Months Ended
                                        May 31,  May 31,  May 31,  May 31,
                                        2007     2006     2007     2006
                                        Unaud-   Unaud-   Unaud-   Unaud-
                                        ited     ited     ited     ited
                                        -------  -------  -------  -------
  Net operating income from continuing
   operations                              88.5     78.0    138.0    105.6
  ADJUSTMENTS:
  Add back
  Depreciation and amortisation,
   including dry-docking amortisation      22.1     17.4     43.1     34.9

  Non-recurring items
  Impairment of long-lived tangible
   assets                                   0.2        -      0.2        -
  (Gains)/losses on disposal of
   subsidiaries and long-lived tangible
   assets                                  (5.9)       -     (6.8)     0.4

                                        =======  =======  =======  =======
  Adjusted EBITDA                         104.9     95.4    174.5    140.9
                                        =======  =======  =======  =======

                                        =======  =======  =======  =======
  Net operating revenue from continuing
   operations                             634.0    536.8  1,199.8    904.4
                                        =======  =======  =======  =======

                                        =======  =======  =======  =======
  Adjusted EBITDA %                        16.5%    17.8%    14.5%    15.6%
                                        =======  =======  =======  =======


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

                                      Three Months Ended Six Months Ended
                                        May 31,  May 31,  May 31,  May 31,
                                        2007     2006     2007     2006
                                        Unaud-   Unaud-   Unaud-   Unaud-
                                        ited     ited     ited     ited
                                        -------  -------  -------  -------
  Net income from continuing operations    51.5     59.6     87.7     80.1
  ADJUSTMENTS:
  Depreciation and amortisation,
   including dry-docking amortisation      22.1     17.4     43.1     34.9
  Impairment of long-lived tangible
   assets                                   0.2        -      0.2        -
  (Gains)/losses on disposal of
   long-lived tangible assets and
   subsidiaries                            (5.9)       -     (6.8)     0.4
  Interest income, net                     (4.0)    (2.5)    (9.0)    (5.0)
  Income tax provision                     42.2     23.7     57.4     34.7
  Foreign currency exchange losses
   (gain)                                  (1.5)    (2.4)     0.8     (2.9)
  Minority Interests                        0.3     (0.4)     1.1     (1.3)

                                        =======  =======  =======  =======
  Adjusted EBITDA                         104.9     95.4    174.5    140.9
                                        =======  =======  =======  =======

                                        =======  =======  =======  =======
  Net operating revenue from continuing
   operations                             634.0    536.8  1,199.8    904.4
                                        =======  =======  =======  =======

                                        =======  =======  =======  =======
  Adjusted EBITDA %                        16.5%    17.8%    14.5%    15.6%
                                        =======  =======  =======  =======

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