Subsea 7 S.A. Annual Report and Financial Statements 2010 Leveraging our global capabilities Subsea 7 S.A. (Formerly Acergy S.A.) Annual Report and Financial Statements 2010 Leveraging our global capabilities Subsea 7 S.A. is a global leader in seabed-to-surface engineering, construction and services. The Combination of Acergy S.A. and Subsea 7 Inc. in January 2011 created a global leader in seabed-to-surface engineering, construction and services able to offer clients access to a high end, diversified fleet, comprising 42 vessels supported by extensive fabrication and onshore facilities able to deliver the full spectrum of subsea engineering, construction and services. Subsea 7 S.A. is well positioned to take advantage of future growth opportunities in the global seabed-to-surface market. We are leveraging our global capabilities through our greater depth of project management, engineering and technical expertise along with our high-end diversified fleet to secure and deliver complex offshore projects on behalf of our clients, in safe and sustainable ways. For all the latest up-to-date information visit www.subsea7.com Subsea 7 S.A. Registered office: 412F, route d’Esch L-2086 Luxembourg Registered number: B 43 172 Creating a new force in seabed-to-surface May 2010 Awarded $120 million Dec 2009 Dec 2009 contract, offshore Acquires Borealis Awarded three-year Nigeria Acergy acquired Borealis, a DSV contract Awarded Conventional state-of-the-art deepwater Awarded three-year project for the removal construction and pipelay contract for the provision of existing risers, vessel. Borealis is ideally of Dive Support Vessel the installation of new suited to meeting the services to the DSVi pipelines and associated exacting requirements of Collective of companies risers, together with ultra-deep and deepwater in the North Sea. associated diving projects in the world’s and hook-up activities, harshest environments. offshore Nigeria. Acergy S.A. Jun 2010 Acergy S.A. and Subsea 7 Inc. agree to combine Subsea 7 Inc. Jan 2010 Completion of the Mar 2010 Girassol Pipeline May 2010 Seven Atlantic Repair Project for i-Tech awarded joins the fleet largest ever Total in Angola Seven Atlantic, a state- The project, which was an of-the-art pipelaying contract to date entirely diverless pipeline Award of the largest single and construction ice- repair in 1,350 metres contract to the i-Tech class vessel, suitable for water depth, received the business by Petrobras in unrestricted operation 2010 Pipeline Industries Brazil. In excess of $250 worldwide, joined the fleet. Guild Award for Subsea million, this contract is Pipeline Technology. for the provision of ROV and intervention tooling services onboard 20 to 30 offshore drilling units. August 2010 Acquires Antares July 2010 and Polar Queen Awarded $1.3bn Antares is a new shallow water contract, offshore pipelay barge for Conventional Angola activities for pipelay and hook-up Sept 2010 At $1.3 billion, the CLOV projects in West Africa. Project is the Group’s largest Acquires Pertinacia Polar Queen is a flexible pipelay Pertinacia is a flexible pipelay single project award. This and subsea construction vessel vessel which joined the fleet in SURF project covers the which joined the fleet in 2006 on 2007 on long-term charter and engineering, procurement, long-term charter and which is which is currently operating in fabrication and installation currently operating in Brazil Brazil for Petrobras. of the CLOV deepwater for Petrobras. development, offshore Angola in water depths of approximately 1,300 metres. Jan 2011 Jun 2010 Nov 2010 Combination completes. Acergy S.A. and Shareholders Commences trading as: Subsea 7 Inc. agree approve Combination Subsea 7 S.A. to combine Sept 2010 Jun 2010 Awarded $250m Major Pipeline Pipelay contract for Bundle Contract for Total in the North Sea BP in the North Sea Dec 2010 On the Laggan Tormore The 28km pipeline bundle deepwater gas field Seven Pacific represents a step change development, West of joins the fleet in the Subsea 7 pipeline Shetland in the North Sea, With the capability to work bundle tie-back range in including the installation of in a wide range of worldwide that it will be the longest a 141km rigid reel pipeline. locations, Seven Pacific bundle Subsea 7 has is a flexible pipelay and produced and installed construction ice-class vessel, to date. designed for deepwater pipelay and offshore construction activities. Contents Overview Subsea 7 S.A. Overview 2 What we do (formerly Acergy S.A.) 2 3 Leveraging our Global Capabilities These sections provide information 14 Chairman’s Statement and disclosure for Subsea 7 S.A. which was created on January 7, 2011 following completion of the Combination of Acergy S.A. and Subsea 7 Inc. Business Review 16 Chief Executive Officer’s Review Business Review 16 19 Our Strategy 20 Market Review 22 Operating Review 26 Risk Governance 34 Board of Directors 34 For Subsea 7 S.A. 36 Executive Management Team 37 Corporate Governance 38 The Board 42 Remuneration Report Governance Acergy S.A. Governance 46 The Board The following sections contain 46 For Acergy S.A. for fiscal year 49 Remuneration Report information and disclosures relating 2010 and as at January 7, 2011. 53 Chief Executive Officer and Chief to Acergy S.A., for the relevant fiscal years up to and including Financial Officer’s Responsibility Statement fiscal year 2010, which ended on November 30, 2010. Financial Review & Statements Financial Review 54 Financial Review 54 & Statements 80 Report of the Réviseur d’Entreprises Agréé 81 Consolidated Financial Statements 87 Notes to the Consolidated Financial Statements Additional Information Additional 142 Special Note Regarding Forward 142 Information Looking Statements Includes information for 143 Selected Financial Data Acergy S.A. and Subsea 7 Inc., 146 Other Information unless otherwise stated. 154 Investor Information 169 Key Investor Information and Contacts 171 Cross-reference to Form 20-F 173 Table of Definitions seabed-to-surface 1 Overview What we do Providing a full spectrum of seabed-to-surface services We concentrate on services and solutions that add value to our clients throughout the lifecycle of their offshore energy fields. We aim to deliver projects on time, within budget and to the highest quality standards, whilst making safety and security an absolute priority. Offshore upstream cycle The offshore upstream cycle covers: seismic, exploration and appraisal, development, production and decommissioning and abandonment and is typically a 10 to 50 year cycle. Subsea 7 is typically involved in the late-cycle activities, in particular in development and production related activities. Exploration & appraisal Development Production SURF Life-of-Field Includes infrastructure related to Includes integrity management of subsea trees or floating production installed infrastructure, including platforms, including pipelines, risers, planned inspection, routine umbilicals, moorings and other subsea maintenance, repair, incremental structures, such as manifolds. developing and finally abandonment. Conventional Conventional refurbishment Includes projects relating to the Involves the maintenance and fabrication and installation of fixed refurbishment of Conventional platforms and their umbilicals, topside facilities. flowlines and associated pipelines (shallow water developments). Flexibles/Heavy Lifting Decommissioning Through our joint ventures NKT Through our joint ventures Flexibles and Seaway Heavy Lifting SapuraAcergy and Seaway Heavy we provide clients with access to Lifting we provide clients with access the full spectrum of products and to decommissioning services. services associated with Flexibles and Heavy Lifting. i-Tech Veripos i-Tech is a provider of ROVs and remote intervention tooling services to the global exploration and production industry. Veripos provides precise navigation and positioning services to the offshore industry. Project management and engineering services Successful engineering and project management are core to our business and sets Subsea 7 apart. It takes years of practical experience, know-how and dedication to safely deliver the toughest and most complex of offshore projects. 2 Subsea 7 S.A. Annual Report and Financial Statements 2010 Overview Leveraging our global capabilities “We work in partnership with our clients to develop and maintain long-term relationships that add value to their projects. Our diverse, integrated and dedicated teams are experts in their fields and have a track record of safely and efficiently executing complex projects in harsh and challenging environments. We have the flexibility to respond quickly and sensitively to local demands, leveraging the full strength of our global resources and know-how.” Jean Cahuzac, Chief Executive Officer Subsea 7 We achieve this through: Global capabilities across all activities Our specialist expertise is focused on construction and maintenance operations between the seabed and the surface of the sea. Our global resources are deployed in all major offshore hydrocarbon basins worldwide. Delivering proven expertise across complex projects We are experts in the design, fabrication, installation and commissioning of seabed-to-surface projects. We have a proven track record for delivering large and complex projects in harsh and challenging environments. World-class specialised fleet We operate one of the world’s most versatile fleets comprising high-specification pipelay, construction, remote intervention and diving