UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 20-F/A

(Amendment No. 2)





(Mark One)



| ̈ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------------

OR



|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended November 30, 2008

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from
                     to

OR



| ̈ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | -------------------------------------------------------------------------------------------

Date of event requiring this shell company report

Commission File Number 00-21742





ACERGY S.A.

(Exact name of Registrant as specified in its charter)





LUXEMBOURG

(Jurisdiction of incorporation or
organization)

c/o Acergy M.S. Limited

200 Hammersmith Road, London W6 7DL England

(Address of principal
executive offices)

Contact Details of Company Contact Person:

Name: John Nicolson

E-mail: john.nicolson@acergy-group.com

Telephone: +44(0) 20 8210 5574

Address: 200 Hammersmith Road, London W6 7DL, England

Securities registered or to be registered pursuant to Section 12(b) of the Act:



|                               |  |                                          
|------------------------------ |  | -----------------------------------------
|Title of each class            |  | Name of each exchange on which registered
|Common shares, $2.00 par value |  | Nasdaq Global Select Market              

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

Indicate the number of outstanding shares of each of the
issuers classes of capital or common stock as of the close of the period covered by the annual report:



|                               |  |  |  |                                                   
|------------------------------ |  |  |  | --------------------------------------------------
|Common shares, $2.00 par value |  |  |  | 194,953,972 (including 12,137,879 treasury shares)





Indicate by check
mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Exchange Act.    x  Yes     ̈  No

If this report is an annual or transition report, indicate by check
mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Act of 1934.     ̈  Yes    x  No

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.    x  Yes     ̈  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).     ̈  Yes     ̈  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition
of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):



|                             |  |                        |  |                           
|---------------------------- |  | ---------------------- |  | --------------------------
|Large accelerated filer    x |  | Accelerated filer     ̈ |  | Non-accelerated filer     ̈

Indicate by check mark which basis of accounting the registrant has used to prepare
the financial statements included in this filing:



|                                                                                                      |  |   | 
|----------------------------------------------------------------------------------------------------- |  | - | 
|US GAAP                                                                                               |  |  ̈ | 
|International Financial Reporting Standards as issued by the International Accounting Standards Board |  | x | 
|Other                                                                                                 |  |  ̈ | 

If Other has been checked in response to the previous question, indicate
by check mark which financial statement item the Registrant has elected to follow:

 ̈    Item 17             ̈    Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act)     ̈  Yes    x  No









---

EXPLANATORY NOTE

Acergy S.A. hereby amends its Annual Report on Form 20-F for the fiscal year ended November 30, 2008 (the 2008 Acergy Form
20-F) filed with the Securities and Exchange Commission (the SEC) on April 21, 2009, as amended by Amendment No. 1 filed with the SEC on April 23, 2009. This Amendment No. 2 to the 2008 Acergy
Form 20-F on Form 20-F/A (Amendment No. 2) is being filed to include the complete information under Item 18 of Form 20-F.

Item 18 of the 2008 Acergy Form 20-F is hereby amended to incorporate the relevant information from the amended 2008 Acergy Form 20-F and this Amendment No. 2 includes the complete pages F-1
through F-81 which contain the Report of Independent Registered Public Accounting Firm by Deloitte LLP, dated February 18, 2009, that was inadvertently omitted from page F-3 of the Acergy Form 20-F filed on April 21, 2009 (which report was
filed separately through Amendment No. 1 to the 2008 Acergy Form 20-F on April 23, 2009).

This Amendment No. 2
consists of a cover page, this explanatory note, Item 18 revised as described above, a signature page and new certifications and consent. Other than as described above, no changes have been made to the 2008 Acergy Form 20-F and the audited
consolidated financial statements included therein.

Except as specifically provided below, this Amendment No. 2
does not amend, update or restate any other items or sections of the 2008 Acergy Form 20-F and does not reflect events occurring after the initial filing of the 2008 Acergy Form 20-F.



|Item 18. | Financial Statements.
|-------- | ---------------------

See page F-1 of the Acergy S.A. Annual Report on Form 20-F for the fiscal year ended November 30, 2008 (as amended) which is incorporated herein by reference as Managements Report on Internal Control Over Financial
Reporting.

See pages F-2 to F-81 of the Acergy S.A. Annual Report on Form 20-F for the fiscal year ended
November 30, 2008 (as amended) which are incorporated herein by reference as:

Reports of Independent Registered
Public Accounting Firm;

Consolidated Income Statement for fiscal years ended November 30, 2008 and 2007;

Consolidated Statement of Recognised Income and Expense as at November 30, 2008 and 2007;

Consolidated Balance Sheet as at November 30, 2008 and 2007;

Consolidated Cash Flow Statement for fiscal years ended November 30, 2008 and 2007; and

Notes to Consolidated Financial Statements.



|Item 19. | Exhibits.
|-------- | ---------



|     |  |                                                                                                                                                          
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|     | 
|9.1  |  | Consent of Deloitte LLP, Independent Registered Public Accounting Firm.                                                                                  
|     | 
|12.1 |  | Certification of the principal executive officer required by Rule 13a-14(a) or Rule 15d-14(a), pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|     | 
|12.2 |  | Certification of the principal financial officer required by Rule 13a-14(a) or Rule 15d-14(a), pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|     | 
|13.1 |  | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*  
|     | 
|13.2 |  | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*  



|* | This document is being furnished in accordance with SEC Release Nos. 33-8212 and 34-47551.
|- | ------------------------------------------------------------------------------------------



i



---

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized
the undersigned to sign this annual report on its behalf.



ACERGY S.A.By:

/s/    Sir Peter Mason KBEName: Sir Peter Mason KBE Title: Chairman of the Board of DirectorsBy:

/s/    Simon CroweName: Simon Crowe Title:
Chief Financial Officer


Date: November 23, 2009



i



---

Managements Report on Internal Control over Financial Reporting

The Companys management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule
13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934.

The Companys internal control over financial reporting is
a process designed by, or under the supervision of, the Companys Chief Executive Officer and Chief Financial Officer, and effected by the Companys board of directors, management and other personnel, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with International Financial Reporting Standards. The Companys internal control over financial reporting includes
those policies and procedures that: 1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; 2) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial statements in accordance with International Financial Reporting Standards (IFRS), and that receipts and expenditures of the Company are being made only in accordance with
authorizations of the management and the directors of the company; and 3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Companys assets that could have a material
effect on its consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.

The Companys management assessed the effectiveness of the Companys internal control over financial
reporting as at November 30, 2008. In making this assessment, the Companys management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal ControlIntegrated Framework.

Based on its assessment, management believes that, as at November 30, 2008, the Companys internal control over financial reporting
is effective, based on those criteria.

Deloitte LLP, an independent registered public accounting firm, has audited the consolidated financial
statements included in this annual report on Form 20-F and, as part of the audit, has issued a report, included herein, on the effectiveness of our internal control over financial reporting.

Date: February 18, 2009



F-1



---

INDEX TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS



|                                                                                                              |  |      |    
|------------------------------------------------------------------------------------------------------------- |  | ---- | ---
|                                                                                                              |  | Page |    
|Reports of Independent Registered Public Accounting Firm                                                      |  | F-3  | (A)
|                                                                                                              | 
|Consolidated Income Statement for the fiscal years ended November 30, 2008 and
2007                           |  | F-4  |    
|                                                                                                              | 
|Consolidated Statement of Recognised Income and Expense for the fiscal years endedNovember 
30, 2008 and 2007 |  | F-5  |    
|                                                                                                              | 
|Consolidated Balance Sheet as of November 30, 2008 and 2007                                                   |  | F-6  |    
|                                                                                                              | 
|Consolidated Cash Flow Statement for the fiscal years ended November 30, 2008 and
2007                        |  | F-7  |    
|                                                                                                              | 
|Notes to Consolidated Financial Statements                                                                    |  | F-8  |    



F-2



---

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Acergy S.A.

We have audited the accompanying consolidated balance sheet of Acergy S.A. (a Luxembourg company) and subsidiaries (the Group) as of November 30, 2008 and 2007, and the related consolidated
income statements, statements of recognised income and expense, and cash flow statements for each of the two years in the fiscal year ended November 30, 2008 and 2007. These financial statements are the responsibility of the Groups management.
Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with
standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such
consolidated financial statements present fairly, in all material respects, the financial position of the Group as of November 30, 2008 and 2007, and the results of its operations and cash flows for each of the two years in the period ended November
30, 2008 and 2007, in conformity with International Financial Reporting Standards (IFRS) as adopted for use in the European Union and IFRS as issued by the International Accounting Standards Board.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Groups internal control
over financial reporting as of November 30, 2008, based on the criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 18,
2009 expressed an unqualified opinion on the Groups internal control over financial reporting.

/s/ Deloitte LLP

Deloitte LLP

London, United Kingdom

February 18, 2009



F-3(A)



---

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Acergy S.A.

We have audited the internal control over financial reporting of Acergy S.A. (a Luxembourg company) and subsidiaries (the Group) as of November 30, 2008, based on criteria established in
Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Groups management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting, included in the accompanying Managements Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Groups
internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our
audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk,
and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A groups internal control over financial reporting is a process designed by, or under the supervision of, the groups principal executive and principal financial officers, or persons performing
similar functions, and effected by the groups board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles. A groups internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the group; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the group are being made only in accordance with authorizations of management and directors of the group; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the groups assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or
detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Group maintained, in all material
respects, effective internal control over financial reporting as of November 30, 2008, based on the criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the
consolidated financial statements as of and for the year ended November 30, 2008 of the Group and our report dated February 18, 2009 expressed an unqualified opinion on those financial statements.

/s/ Deloitte LLP

Deloitte LLP

London, United Kingdom

February 18, 2009



F-3(B)



---

Consolidated Income Statement



|                                                                       |  |         |  |             |   |  |             |  
|---------------------------------------------------------------------- |  | ------- |  | ----------- | - |  | ----------- | -
|For fiscal year ended November 30 (in millions, except per share data) |  | Note(a) |  | 2008        |   |  | 2007        |  
|                                                                       |  |         |  | $           |   |  | $           |  
|Continuing operations:                                                 |  |         |  |             |   |  |             |  
|Revenue                                                                |  | 5       |  | 2,522.4     |   |  | 2,406.3     |  
|Operating expenses                                                     |  |         |  | (1,874.2    | ) |  | (1,859.1    | )
|                                                                       |  |         |  |             |   |  |             |  
|Gross profit                                                           |  |         |  | 648.2       |   |  | 547.2       |  
|Administrative expenses                                                |  |         |  | (253.8      | ) |  | (227.6      | )
|Net other operating income                                             |  |         |  | 3.4         |   |  | 0.4         |  
|Share of results of associates and joint ventures                      |  | 16      |  | 63.0        |   |  | 31.5        |  
|                                                                       |  |         |  |             |   |  |             |  
|Net operating income from continuing operations                        |  | 7       |  | 460.8       |   |  | 351.5       |  
|Investment income                                                      |  | 8       |  | 17.9        |   |  | 30.8        |  
|Other gains and losses                                                 |  | 9       |  | 44.1        |   |  | 0.6         |  
|Finance costs                                                          |  | 10      |  | (30.5       | ) |  | (39.0       | )
|                                                                       |  |         |  |             |   |  |             |  
|Income before taxes                                                    |  |         |  | 492.3       |   |  | 343.9       |  
|Taxation                                                               |  | 11      |  | (162.6      | ) |  | (215.1      | )
|                                                                       |  |         |  |             |   |  |             |  
|Income from continuing operations                                      |  |         |  | 329.7       |   |  | 128.8       |  
|Net (loss) / income from discontinued operations                       |  | 12      |  | (22.5       | ) |  | 5.7         |  
|                                                                       |  |         |  |             |   |  |             |  
|Net income                                                             |  |         |  | 307.2       |   |  | 134.5       |  
|                                                                       |  |         |  |             |   |  |             |  
|Net income attributable to:                                            |  |         |  |             |   |  |             |  
|Equity holders of parent                                               |  |         |  | 301.4       |   |  | 127.3       |  
|Minority interest                                                      |  |         |  | 5.8         |   |  | 7.2         |  
|                                                                       |  |         |  |             |   |  |             |  
|Net income                                                             |  |         |  | 307.2       |   |  | 134.5       |  
|                                                                       |  |         |  |             |   |  |             |  
|Earnings per share:                                                    |  |         |  | $ per share |   |  | $ per share |  
|Basic:                                                                 |  |         |  |             |   |  |             |  
|Continuing operations                                                  |  |         |  | 1.76        |   |  | 0.65        |  
|Discontinued operations                                                |  |         |  | (0.12       | ) |  | 0.03        |  
|                                                                       |  |         |  |             |   |  |             |  
|Net income                                                             |  | 13      |  | 1.64        |   |  | 0.68        |  
|                                                                       |  |         |  |             |   |  |             |  
|Diluted:                                                               |  |         |  |             |   |  |             |  
|Continuing operations                                                  |  |         |  | 1.70        |   |  | 0.63        |  
|Discontinued operations                                                |  |         |  | (0.11       | ) |  | 0.03        |  
|                                                                       |  |         |  |             |   |  |             |  
|Net income                                                             |  | 13      |  | 1.59        |   |  | 0.66        |  
|                                                                       |  |         |  |             |   |  |             |  



|(a) | The accompanying Notes are an integral part of these Consolidated Financial Statements.
|--- | ---------------------------------------------------------------------------------------



F-4



---

Consolidated Statement of Recognised Income and Expense



|                                                                                    |  |          |  |        |   |  |       |  
|----------------------------------------------------------------------------------- |  | -------- |  | ------ | - |  | ----- | -
|For fiscal year ended November 30 (in millions)                                     |  | Notes(a) |  | 2008   |   |  | 2007  |  
|                                                                                    |  |          |  | $      |   |  | $     |  
|(Losses) / gains on derivative instruments (cash flow hedges)                       |  | 37       |  | (26.5  | ) |  | 4.2   |  
|Share of (losses) / gains from derivatives related to associates and joint ventures |  | 16       |  | (23.7  | ) |  | 0.2   |  
|Exchange differences on translation of foreign operations                           |  | 27       |  | (82.8  | ) |  | 21.4  |  
|Actuarial (losses) / gains on defined benefit pension schemes                       |  | 40       |  | (11.1  | ) |  | 7.3   |  
|Tax on items taken directly to equity                                               |  | 11       |  | (6.8   | ) |  | 6.6   |  
|                                                                                    |  |          |  |        |   |  |       |  
|Net (expenses) / income recognised directly in equity                               |  |          |  | (150.9 | ) |  | 39.7  |  
|                                                                                    |  |          |  |        |   |  |       |  
|Foreign currency translation adjustments upon liquidation of entities               |  |          |  | (0.3   | ) |  | (1.4  | )
|Transferred to income statement on cash flow hedges                                 |  | 37       |  | 3.7    |   |  | (0.2  | )
|Transferred to the initial carrying amount of hedged items on cash flow hedges      |  | 37       |  | (0.5   | ) |  | (3.6  | )
|Tax on items transferred from equity                                                |  | 11       |  |       |   |  | 0.8   |  
|                                                                                    |  |          |  |        |   |  |       |  
|Transfers to income statement                                                       |  |          |  | 2.9    |   |  | (4.4  | )
|                                                                                    |  |          |  |        |   |  |       |  
|Net (loss) / income recognised directly in equity                                   |  |          |  | (148.0 | ) |  | 35.3  |  
|Net income                                                                          |  |          |  | 307.2  |   |  | 134.5 |  
|                                                                                    |  |          |  |        |   |  |       |  
|Total income recognized for the year                                                |  |          |  | 159.2  |   |  | 169.8 |  
|                                                                                    |  |          |  |        |   |  |       |  
|Attributable to:                                                                    |  |          |  |        |   |  |       |  
|Equity holders of parents                                                           |  |          |  | 153.4  |   |  | 162.6 |  
|Minority interest                                                                   |  |          |  | 5.8    |   |  | 7.2   |  
|                                                                                    |  |          |  |        |   |  |       |  
|                                                                                    |  |          |  | 159.2  |   |  | 169.8 |  
|                                                                                    |  |          |  |        |   |  |       |  



|(a) | The accompanying Notes are an integral part of these Consolidated Financial Statements.
|--- | ---------------------------------------------------------------------------------------



F-5



---

Consolidated Balance Sheet



|                                          |  |          |  |         |   |  |         |  
|----------------------------------------- |  | -------- |  | ------- | - |  | ------- | -
|As at November 30 (in millions)           |  | Notes(a) |  | 2008    |   |  | 2007    |  
|                                          |  |          |  | $       |   |  | $       |  
|Assets                                    |  |          |  |         |   |  |         |  
|Non-current assets:                       |  |          |  |         |   |  |         |  
|Intangible assets                         |  | 14       |  | 3.8     |   |  | 3.7     |  
|Property, plant and equipment             |  | 15       |  | 907.6   |   |  | 814.2   |  
|Interest in associates and joint ventures |  | 16       |  | 140.2   |   |  | 106.4   |  
|Advances and receivables                  |  | 17       |  | 29.4    |   |  | 39.6    |  
|Derivative financial instruments          |  | 37       |  | 18.4    |   |  | 0.2     |  
|Retirement benefit assets                 |  | 40       |  | 0.1     |   |  | 1.1     |  
|Deferred tax assets                       |  | 11       |  | 39.8    |   |  | 59.9    |  
|                                          |  |          |  |         |   |  |         |  
|                                          |  |          |  | 1,139.3 |   |  | 1,025.1 |  
|                                          |  |          |  |         |   |  |         |  
|Current assets:                           |  |          |  |         |   |  |         |  
|Inventories                               |  | 18       |  | 38.5    |   |  | 29.2    |  
|Trade and other receivables               |  | 19       |  | 354.5   |   |  | 485.1   |  
|Derivative financial instruments          |  | 37       |  | 45.8    |   |  | 21.3    |  
|Assets held for sale                      |  | 20       |  | 75.5    |   |  | 1.1     |  
|Other accrued income and prepaid expenses |  | 21       |  | 233.5   |   |  | 273.4   |  
|Restricted cash balances                  |  | 23       |  | 11.0    |   |  | 8.9     |  
|Cash and cash equivalents                 |  | 24       |  | 573.0   |   |  | 582.7   |  
|                                          |  |          |  |         |   |  |         |  
|                                          |  |          |  | 1,331.8 |   |  | 1,401.7 |  
|                                          |  |          |  |         |   |  |         |  
|Total assets                              |  |          |  | 2,471.1 |   |  | 2,426.8 |  
|                                          |  |          |  |         |   |  |         |  
|Equity                                    |  |          |  |         |   |  |         |  
|Issued share capital                      |  | 25       |  | 389.9   |   |  | 389.9   |  
|Own shares                                |  | 26       |  | (229.4  | ) |  | (111.2  | )
|Paid-in surplus                           |  | 27       |  | 498.7   |   |  | 492.9   |  
|Equity reserve                            |  | 27       |  | 110.7   |   |  | 110.7   |  
|Translation reserves                      |  | 27       |  | (70.4   | ) |  | 29.1    |  
|Other reserves                            |  | 27       |  | (70.4   | ) |  | (21.9   | )
|Retained earnings / (accumulated deficit) |  | 27       |  | 158.6   |   |  | (88.6   | )
|                                          |  |          |  |         |   |  |         |  
|Total shareholders equity                |  |          |  | 787.7   |   |  | 800.9   |  
|Minority interest                         |  | 28       |  | 13.7    |   |  | 18.1    |  
|                                          |  |          |  |         |   |  |         |  
|Total equity                              |  |          |  | 801.4   |   |  | 819.0   |  
|                                          |  |          |  |         |   |  |         |  
|Liabilities                               |  |          |  |         |   |  |         |  
|Non-current liabilities:                  |  |          |  |         |   |  |         |  
|Non-current portion of borrowings         |  | 29       |  | 409.2   |   |  | 386.6   |  
|Retirement benefit obligation             |  | 40       |  | 21.2    |   |  | 49.6    |  
|Deferred tax liabilities                  |  | 11       |  | 56.1    |   |  | 35.6    |  
|Provisions                                |  | 34       |  | 8.0     |   |  | 2.0     |  
|Derivative financial instruments          |  | 37       |  | 57.1    |   |  |        |  
|Other non-current liabilities             |  | 31       |  | 3.9     |   |  | 33.8    |  
|                                          |  |          |  |         |   |  |         |  
|                                          |  |          |  | 555.5   |   |  | 507.6   |  
|                                          |  |          |  |         |   |  |         |  
|Current liabilities:                      |  |          |  |         |   |  |         |  
|Trade and other payables                  |  | 32       |  | 651.6   |   |  | 701.4   |  
|Derivative financial instruments          |  | 37       |  | 62.6    |   |  | 12.1    |  
|Current tax liabilities                   |  | 33       |  | 69.1    |   |  | 157.3   |  
|Current portion of borrowings             |  | 29       |  | 10.1    |   |  | 3.2     |  
|Provisions                                |  | 34       |  | 15.2    |   |  | 8.8     |  
|Deferred revenue                          |  | 41       |  | 305.6   |   |  | 217.4   |  
|                                          |  |          |  |         |   |  |         |  
|                                          |  |          |  | 1,114.2 |   |  | 1,100.2 |  
|                                          |  |          |  |         |   |  |         |  
|Total liabilities                         |  |          |  | 1,669.7 |   |  | 1,607.8 |  
|                                          |  |          |  |         |   |  |         |  
|Total equity and liabilities              |  |          |  | 2,471.1 |   |  | 2,426.8 |  
|                                          |  |          |  |         |   |  |         |  



|(a) | The accompanying Notes are an integral part of these Consolidated Financial Statements.
|--- | ---------------------------------------------------------------------------------------



F-6



---

Consolidated Cash Flow Statement



|                                                             |  |          |  |        |   |  |        |  
|------------------------------------------------------------ |  | -------- |  | ------ | - |  | ------ | -
|For fiscal year ended November 30 (in millions)              |  | Notes(a) |  | 2008   |   |  | 2007   |  
|                                                             |  |          |  | $      |   |  | $      |  
|Net cash generated from operating activities                 |  | 42       |  | 493.1  |   |  | 251.3  |  
|                                                             |  |          |  |        |   |  |        |  
|Cash flows from investing activities:                        |  |          |  |        |   |  |        |  
|Proceeds from sale of property, plant and equipment          |  |          |  | 12.2   |   |  | 35.3   |  
|Purchase of property, plant and equipment                    |  | 6        |  | (294.3 | ) |  | (261.0 | )
|Dividends from joint ventures                                |  | 16       |  | 10.9   |   |  | 24.2   |  
|Payments for intangible assets                               |  | 14       |  | (0.4   | ) |  |       |  
|Investment in associates and joint ventures                  |  |          |  |       |   |  | (18.9  | )
|Advances to joint ventures                                   |  | 16       |  | (15.1  | ) |  | (0.4   | )
|                                                             |  |          |  |        |   |  |        |  
|Net cash used in investing activities                        |  |          |  | (286.7 | ) |  | (220.8 | )
|                                                             |  |          |  |        |   |  |        |  
|Cash flows from financing activities:                        |  |          |  |        |   |  |        |  
|Convertible loan interest paid                               |  | 30       |  | (11.3  | ) |  | (11.3  | )
|Proceeds from borrowings, net of issuance costs              |  | 29       |  | 6.3    |   |  |       |  
|Own share buybacks                                           |  | 26       |  | (138.3 | ) |  | (146.8 | )
|Dividends paid to equity shareholders of the parent          |  | 27       |  | (38.3  | ) |  | (37.5  | )
|Exercise of share options                                    |  | 39       |  | 4.2    |   |  | 14.3   |  
|Dividends paid to minority interests                         |  | 28       |  | (8.7   | ) |  | (8.7   | )
|                                                             |  |          |  |        |   |  |        |  
|Net cash used in financing activities                        |  |          |  | (186.1 | ) |  | (190.0 | )
|                                                             |  |          |  |        |   |  |        |  
|Net (decrease) increase in cash and cash equivalents         |  |          |  | 20.3   |   |  | (159.5 | )
|Cash and cash equivalents at beginning of year               |  |          |  | 582.7  |   |  | 717.5  |  
|Effect of exchange rate changes on cash and cash equivalents |  |          |  | (30.0  | ) |  | 24.7   |  
|                                                             |  |          |  |        |   |  |        |  
|Cash and cash equivalents at end of year                     |  | 24       |  | 573.0  |   |  | 582.7  |  
|                                                             |  |          |  |        |   |  |        |  



|(a) | The accompanying Notes are an integral part of these Consolidated Financial Statements.
|--- | ---------------------------------------------------------------------------------------



F-7



---

Notes to the Consolidated Financial Statements

1. General information

Acergy S.A., a Luxembourg company, together with its subsidiaries (collectively referred to as Acergy, the Group, Company, we, our, or us) is one of the largest
offshore services contractors in the world based on revenue. We are a seabed-to-surface engineering and construction contractor for the offshore oil and gas industry worldwide. We provide integrated services and plan, design, and deliver complex
projects in harsh and challenging environments. The address of the registered office is given on page 107. The nature of the Groups operations and its principal activities are set out in Note 6 Segment information and in the
Operational Review on pages 14 to 21.

Authorisation of financial statements

Acergy S.A. is a company registered in Luxembourg whose stock trades on the NASDAQ Global Select market in the form of American Depository
Shares and on the Oslo Stock Exchange. In these financial statements, Group refers to the Company and all its subsidiaries. The Group financial statements were authorised for issue by the Board of Directors on February 18, 2009.

Presentation of financial statements

These financial statements are presented in US Dollars ($) because that is the currency of the primary economic environment in which the Group operates. Foreign operations are included in accordance
with the policies set out in Note 3 Significant accounting policies.

2. Adoption of new accounting standards

This is the first year in which the Group has prepared its financial statements under International Financial
Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB), and the comparatives have been restated from US Generally Accepted Accounting Principles (US GAAP) to comply with IFRS.
The reconciliations to IFRS from previously published US GAAP financial statements are set forth in Note 43 Explanation of transition to IFRS.

The adoption of IFRS does not change the Groups underlying performance, strategy, and risk management.

First time applications of IFRS

IFRS 1, First-time Adoption of
International Financial Reporting Standards, provides for the retrospective application of standards, with the exception of certain obligatory provisions and some limited exemptions.

The Group has elected to utilise the following exemptions:

Business Combinations

IFRS 3, Business Combinations, has not
been applied to the Groups business combinations prior to the date of transition of December 1, 2006.

Translation Gains and
Losses in Relation to Foreign Entities

IFRS 1 allows cumulative currency translation differences to be set to zero as
at the transition date. Accordingly the Group has elected to reclassify cumulative translation gains and losses at December 1, 2006 under retained earnings / (accumulated deficit). If a subsidiary is disposed of, the disposal gains or losses
will only include the translation gains and losses recognised after December 1, 2006.



F-8



---

Notes to the Consolidated Financial Statements(Continued)



Share-Based Payment Transactions

The Group has elected to apply IFRS 2, Share-based Payment, in respect of share options granted since November 7, 2002 that were
unvested at December 1, 2006.

Employee Retirement Benefits

In accordance with the first-time adoption of IAS 19, Employee Benefits, and the Group has decided to account for residual cumulative
actuarial gains and losses in equity for post-employment benefits not recognised as of December 1, 2006. Future actuarial gains and losses are recognised immediately to equity through the Consolidated Statement of Recognised Income and Expense.

Early adoption of accounting standards

The Group has adopted IFRS 8, Operating Segments, in advance of its effective date of January 1, 2009. IFRS 8 requires business segments to be identified on the basis of internal reports
consisting of operational components of the Group that are regularly reviewed by the chief operating decision maker in order to allocate resources to the segments and to assess their performance. IFRS 8 is more closely aligned with the equivalent
US GAAP standard that the Group used to follow than the predecessor standard (IAS 14, Segment Reporting).

Future accounting
standards

At the date of authorisation of these financial statements, the following standards and interpretations that
have not been applied in these financial statements were in issue but not yet effective:



|               |  |                                                                                                   |  |                            
|-------------- |  | ------------------------------------------------------------------------------------------------- |  | ---------------------------
|               |  |                                                                                                   |  | Date applicable tothe Group
|               |  |                                                                                                  
|IFRS 3 Revised |  | Business Combinations                                                                             |  | December 1, 2009           
|               |  |                                                                                                  
|IAS 27 Revised |  | Consolidated and separate financial statements                                                    |  | December 1, 2009           
|               |  |                                                                                                  
|IAS 23 Revised |  | Borrowing Costs                                                                                   |  | December 1, 2009           
|               |  |                                                                                                  
|IFRIC 14       |  | IAS 19  The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction |  | December 1, 2008           
|               |  |                                                                                                  
|IFRIC 16       |  | Hedges of Net Investment in a Foreign Operation                                                   |  | December 1, 2008           
|               |  |                                                                                                  
|IFRIC 17       |  | Distribution of Non-cash Assets to Owners                                                         |  | December 1, 2008           

The directors anticipate that the adoption of these standards and interpretations in
the future periods will not have a material impact on the financial statements of the Group.

3. Significant accounting policies

Basis of accounting

The financial statements have been prepared in accordance with IFRS as issued by the IASB and as adopted by the European Union (EU). They comply with Article 4 of the EU IAS Regulation. The
transition date for adoption of IFRS was December 1, 2006.

The financial statements have been prepared on the historical
cost basis, except for the revaluation of financial instruments. The principal accounting policies adopted are set out below.



F-9



---

Notes to the Consolidated Financial Statements(Continued)



Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its
subsidiaries) made up to November 30, each year. Control is assumed to exist where the Company has the power to govern the financial and operating policies of an investee entity so as to obtain benefits from its activities.

Subsidiaries

The results
of subsidiaries acquired or disposed of during the year are included in the consolidated income statement from the effective date of acquisition or up to the effective date of disposal, as appropriate.

Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those
used by the Group.

All intra-group transactions, balances, income and expenses are eliminated on consolidation.

Minority interests in the net assets of subsidiaries are identified separately from the Groups equity therein. Minority interests
consist of the amount of those interests at the date of the original business combination and the minoritys share of changes in equity since the date of the combination. Losses applicable to the minority in excess of the minoritys
interest in the subsidiarys equity are allocated against the interests of the Group except to the extent that the minority has a binding obligation and is able to make an additional investment to cover the losses.

Investments in associates and joint ventures

An associate is an entity over which the Group has significant influence, but not control, and which is neither a subsidiary nor a joint venture. Significant influence is defined as the right to
participate in the financial and operating policy decisions of the investee, but is not control or joint control over those policies.

A joint venture is a commercial business governed by an agreement between two or more participants, giving them joint control over the business.

Investments in associates and joint ventures are accounted for using the equity method. Under the equity method, the investment is carried in the balance sheet at cost plus post-acquisition changes in the
Groups share of net assets of the associate or joint venture, less any provisions for impairment. The consolidated income statement reflects the Groups share of the results of operations after tax of the associate or joint venture.
Losses in excess of the Groups interest are only recognised to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate or joint venture.

Where there has been a change recognised directly in the equity of the associate or joint venture, the Group recognises its share in the
consolidated statement of recognised income and expense. Net incomes and losses resulting from transactions between the Group and the associate or joint venture are eliminated to the extent of the Groups interest.

Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods and services provided in the normal course of business, net of discounts and sales related taxes.



F-10



---

Notes to the Consolidated Financial Statements(Continued)



Revenue from construction contracts is recognised in accordance with the Groups
accounting policy on construction contracts (see below). Revenue from rendering of services is recognised when services are delivered and title has passed.

Long-term contracts

Long-term contracts are accounted for using the
percentage-of-completion method. Revenue and gross profit are recognised each period based upon the advancement of the work-in-progress unless the stage of completion is insufficient (typically when less than 5% completion has been achieved) to
enable a reliable estimate of gross profit to be established. In such cases, revenue is recognized to the extent of contract costs incurred where it is probable that they will be recoverable. The percentage-of-completion method is calculated based
on the ratio of costs incurred to date to total estimated costs, taking into account the level of completion. The percentage-of-completion method requires us to make reliable estimates of progress toward completion of contract revenue and contract
costs. Provisions for anticipated losses are made in full in the period in which they become known.

A major portion of the
Groups revenue is billed under lump-sum contracts. However, due to the nature of the services performed, variation orders and claims are commonly billed to clients in the normal course of business and are recognized as contract revenue where
recovery is probable and can be measured reliably.

During the course of multi-year projects the accounting estimates for the
current period and/or future periods may change. The effect of such a change is accounted for in the period of change and the cumulative income recognized to date is adjusted to reflect the latest estimates. Such revisions to estimates will not
result in restating amounts in previous periods.

Service revenues

Revenues received for the provision of services under charter agreements, day-rate contracts, reimbursable/cost-plus and similar contracts
are recognized on an accruals basis as services are provided.

Dry-dock and mobilization expenditure

Dry-dock expenditure when incurred to maintain a vessels classification is capitalized as a distinct component of
the asset and amortized over the period until the next dry-docking is scheduled for the asset (usually 21/2to 5 years). All other repair and maintenance costs are recognized in the consolidated income statement as incurred.

Mobilization expenditures which consist of expenditure incurred prior to the deployment of a leased vessel are classified as prepayments and
expensed over the period of the lease charter.

Leasing

The determination of whether an arrangement is or contains a lease is based on the substance of the arrangement at inception date, whether
the fulfilment of the arrangement is dependent on the use of a specific asset or assets or the arrangement conveys a right to use an asset. Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks
and rewards of ownership to the lessee. All other leases are classified as operating leases.



F-11



---

Notes to the Consolidated Financial Statements(Continued)



The Group as Lessee

Finance leases are capitalised at the inception of the lease at the fair value of the leased property or, if lower, at the present value of the minimum lease payments, each determined at the inception of
the lease. The corresponding liability to the Lessor is included in the balance sheet as a finance lease obligation.

Operating lease payments are recognised as an expense in the consolidated income statement on a straight line basis over the lease term unless another systematic basis is more representative of the time pattern of the users benefit.
Initial direct costs incurred in negotiating and arranging an operating lease are aggregated and recognised on a straight-line basis over the lease term. Benefits received and receivable as an incentive to enter into an operating lease are
recognised on the same basis as the related lease.

Refurbishment expenditure and improvements to leased assets are expensed
in the consolidated income statement unless they significantly increase the value of a leased asset under which circumstance this expenditure will be capitalised and subsequently recognised as an expense in the consolidated income statement on a
straight line basis over the lease term applicable to the leased asset.

The Group as Lessor

Leases where the Group does not transfer substantially all the risks and benefits of ownership of the asset are classified as operating
leases.

Rental income, excluding charges for services such as insurance and maintenance, is recognised on a straight line
basis over the lease term unless another systematic basis is more representative of the time pattern in which the benefit derived from the leased asset is diminished. Costs, including depreciation, incurred in earning the lease income are recognised
as an expense. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised as an expense over the lease term on the same basis as the lease income.

Foreign currency translation

The consolidated financial statements are presented in US Dollars, which is the Group's reporting currency.

Each
entity in the Group determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency, which is defined as the currency of the primary economic environment in which the
entity operates. This is usually the local currency, but the US Dollar is designated as the functional currency of certain entities where transactions and cash flows are predominantly in US Dollars.

Transactions in foreign currencies are initially recorded at the functional currency rate ruling at the date of the transaction. Monetary
assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the balance sheet date. All differences are taken to net income or loss. Non monetary items that are measured in terms of historical cost in
a foreign currency are translated using the exchange rates as at the dates of the initial transactions. Non monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is
determined.

Foreign exchange revaluations on short-term intercompany balances are recognised in the consolidated income
statement. Revaluation on long-term intercompany loans are recognised in the translation reserve.

Any goodwill arising on the
acquisition of a foreign operation and any fair value adjustments to the carrying amounts of assets and liabilities arising on the acquisition are treated as assets and liabilities of the foreign operation and translated at the closing rate.



F-12



---

Notes to the Consolidated Financial Statements(Continued)



The assets and liabilities of foreign operations are translated into US Dollars at the
rate of exchange ruling at the balance sheet date and their income and expense items are translated at the weighted average exchange rates for the year. The exchange differences arising on the translation are taken directly to a separate component
of equity. On disposal of a foreign entity, the deferred cumulative amount recognised in equity relating to that particular foreign operation is recognised in the consolidated income statement.

Borrowing costs

Interest-bearing loans and overdrafts are recorded at the proceeds received, net of direct issue costs plus accrued interest less any repayments, and subsequently stated at amortised cost.

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily
take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use.

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from
the borrowing costs eligible for capitalisation.

All other borrowing costs are recognised in net income or loss in the period
in which they are incurred.

Finance costs

Finance costs or charges, including premiums on settlement or redemption and direct issue costs, are accounted for on an accruals basis using the effective interest rate method.

Retirement benefit costs

The Group administers several defined contribution pension plans. Payments in respect of such schemes are charged to expense as they fall due.

In addition, the Group administers a small number of defined benefit pension plans which require contributions to be made to separately administered funds. The cost of providing benefits under the defined
benefit plans is determined separately for each plan using the projected unit credit actuarial valuation method, with actuarial valuations carried out at each balance sheet date. Actuarial gains and losses are recognised in full in the period in
which they occur in the consolidated statement of recognised income and expenses.

Past service cost is recognised immediately
to the extent that the benefits are already vested, and otherwise is amortised on a straight-line basis over the average period until the benefits become vested.

The retirement benefit obligation recognised in the balance sheet represents the present value of the defined benefit obligation as adjusted for unrecognised past service cost, and as reduced by the fair
value of scheme assets. Any asset resulting from this calculation is limited to past service cost, plus the present value of available refunds and reductions in future contributions to the scheme.

The Group is also committed to providing lump-sum bonuses to employees upon retirement in certain countries. These retirement bonuses are
unfunded, and are recorded in the financial statements at their actuarial valuation.



F-13



---

Notes to the Consolidated Financial Statements(Continued)



Taxation

Income tax

The tax expense represents the sum of the tax currently payable
and deferred tax.

The tax currently payable is based on the taxable net income for the year. Taxable net income differs from
net income as reported in the consolidated income statement because it excludes items of income or expense that are taxable or deductible in other years and further excludes items that are never taxable or deductible. The tax rates and tax laws used
to compute the amount of current tax payable are those that are enacted or substantively enacted by the balance sheet date. Current tax relating to items recognised directly in equity is recognised in equity and not in net income or loss.

Income tax assets or liabilities are representative of respective taxes being owed or owing to the local tax authorities and
additional tax provisions which have been recognised in the computation of the Groups tax position. Full details of these positions are set out in Note 11 Taxation.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amount of assets and liabilities in the
financial statements and the corresponding tax bases used in the computation of taxable net income, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all temporary differences and
deferred tax assets are recognised to the extent that it is probable that taxable net incomes will be available against which deductible temporary differences can be utilised. Such assets or liabilities are not recognised if the temporary difference
arises from the initial recognition of goodwill or from the initial recognition of other assets or liabilities in a transaction (other than in a business combination) that affects neither the taxable net income nor the accounting net income.

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no
longer probable that sufficient taxable net income will be available to allow all or part of the asset to be recovered.

Deferred tax is calculated at the tax rates that are substantially enacted and expected to apply in the period when the asset is realised or the liability is settled. Deferred tax is charged or credited to the consolidated income statement,
except when it relates to items charged or credited directly in equity, in which case the deferred tax is also dealt with in equity.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current income tax liabilities and when they relate to income taxes levied by the same taxation authority and the
Group intends to settle its current income tax assets and liabilities on a net basis.

Other taxes

Other taxes which include value added tax and sales tax represent the amounts receivable or payable to local tax authorities in the countries
where the Group operates and are included within net operating income.

Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses. Such cost includes major
spare parts acquired and held for future use on a ship or in a plant.

Assets under construction are carried at cost, less any
recognised impairment loss. Cost includes external professional fees and borrowing costs capitalised in accordance with the Groups accounting policy. Depreciation of these assets commences when the assets are ready for their intended use.



F-14



---

Notes to the Consolidated Financial Statements(Continued)



Depreciation is calculated on a straight line basis over the useful life of the asset as
follows:



|                           |  |               
|-------------------------- |  | --------------
|Construction support ships |  | 10 to 25 years
|Operating equipment        |  | 3 to 10 years 
|Buildings                  |  | 20 to 33 years
|Other assets               |  | 3 to 7 years  

Land is not depreciated.

Ships are depreciated to their estimated residual value. In general residual values are not anticipated on other tangible assets. Costs for
fitting out construction support ships are capitalised and amortised over a period equal to the remaining useful life of the related equipment.

Residual values, useful lives and methods of depreciation are reviewed at least annually, and adjusted if appropriate.

The gains or losses arising on disposal or retirement of an asset is determined as the difference between any sales proceeds and the carrying amount of the asset and is included in net income or loss in
the year the asset is disposed or retired.

Discontinued operations

The Group classifies an asset or disposal group as a discontinued operation when it has been either disposed of or classified as held for
sale, represents a single major line of business or geographical area of operation and is part of a coordinated plan for disposal. In the period an asset or disposal group has been disposed of, or is classified as held for sale, the results of the
operation are reported as discontinued operations in the current and prior periods.

Assets held for sale

The Group classifies assets and disposal groups as being held for sale when the following criteria are met: management has committed to a
plan to sell the asset (disposal group); the asset (disposal group) is available for immediate sale in its present condition; an active program to locate a buyer and other actions required to complete the plan to sell the asset (disposal group) have
been initiated; the sale of the asset (disposal group) is highly probable, and transfer of the asset (disposal group) is expected to qualify for recognition as a completed sale, within one year; the asset (disposal group) is being actively marketed
for sale at a price that is reasonable in relation to its current fair value; and actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

Non-current assets or disposal groups classified as held for sale are measured at the lower of their carrying amount or fair value less cost
to sell. These assets are not depreciated once they meet the criteria to be held for sale.

Tendering and bid costs

Costs incurred in the tendering process are expensed as incurred, except those costs which are incurred once the Group has achieved
preferred bidder status, when the project is considered highly probable of proceeding and a future benefit likely to occur. Subsequent costs are accumulated until the project is awarded, at which point they are included in project costs
for net income recognition purposes.

Business combinations and goodwill

Business combinations are accounted for using the purchase method. The cost of the acquisition is measured at the aggregate of the fair
values, at the date of exchange, of assets given, liabilities incurred or assumed, and



F-15



---

Notes to the Consolidated Financial Statements(Continued)



equity instruments issued by the Group in exchange for control of the acquiree, plus any costs directly attributable to the business combination. The acquirees identifiable assets,
liabilities and contingent liabilities that meet the conditions for recognition are recognised at their fair value at the acquisition date, except for non-current assets (or disposal groups) that are classified as held for sale, which are recognised
and measured at fair value less costs to sell.

Goodwill is initially measured at cost being the excess of the cost of the
business combination over the Groups share in the net fair value of the acquirees identifiable assets, liabilities and contingent liabilities. After initial recognition, goodwill is measured at cost less any accumulated impairment
losses.

The interest of minority shareholders in the acquiree is measured at the minoritys proportion of the net fair
value of the assets, liabilities and contingent liabilities recognised.

Intangible assets

Overview

Intangible assets
acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is fair value as at the date of acquisition. Following initial recognition, intangible assets are carried at cost less
any accumulated amortisation and any accumulated impairment losses. Except for capitalised development costs, internally generated intangible assets are not capitalised, and expenditure is reflected in the consolidated income statement in the year
in which the expenditure is incurred.

Intangible assets with finite lives are amortised over the useful economic life and
assessed for impairment at least annually or whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method for an intangible asset with a finite useful life are reviewed at least at
each financial year end. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are accounted for by changing the amortisation period or method, as appropriate, and are treated as
changes in accounting estimates. The amortisation expense on intangible assets with finite lives is recognised in the consolidated income statement in the expense category consistent with the function of the intangible asset.

Research and development costs

Research costs are expensed as incurred. The Group recognises development expenditure on an individual project as an intangible asset when we can demonstrate:



| |  |  | the technical feasibility of completing the asset so that it will be available for use or sale,
| | - |  | -----------------------------------------------------------------------------------------------

| |  |  | the intention to complete the asset and use or sell it,
| | - |  | -------------------------------------------------------

| |  |  | the ability to use or sell the asset,
| | - |  | -------------------------------------

| |  |  | how the asset will generate probable future economic benefits,
| | - |  | --------------------------------------------------------------

| |  |  | the availability of resources to complete the asset,
| | - |  | ----------------------------------------------------

| |  |  | and the ability to measure reliably the expenditure during development.
| | - |  | -----------------------------------------------------------------------

Following initial recognition of the development expenditure as an intangible asset, the asset is carried at cost less any accumulated
amortisation and accumulated impairment losses.

Amortisation of the asset begins when development is complete and the asset
is available for use. It is amortised over the period of expected future benefit. During the period of development, the asset is tested for impairment at least annually or when indicators of impairment exist.



F-16



---

Notes to the Consolidated Financial Statements(Continued)



Patents and trademarks

Patents and trademarks are measured initially at purchase cost and are amortised on a straight-line basis over their estimated useful lives.

Impairment of non-financial assets

Overview

The Group assesses at each balance sheet date whether there is an
indication that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Group estimates the assets recoverable amount. An assets recoverable amount is the higher of an
assets or cash-generating units fair value less costs to sell and its value in use. Where an asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the cash-generating
unit to which the asset belongs.

Where the carrying amount of an asset exceeds its recoverable amount, the asset is
considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pretax discount rate that reflects current market assessments of the time
value of money and the risks specific to the asset. In determining fair value less costs to sell, an appropriate valuation model is used.

Impairment losses of continuing operations are recognised in the consolidated income statement in those expense categories consistent with the function of the impaired asset.

For assets excluding goodwill, an assessment is made at each balance sheet date as to whether there is any indication that previously
recognised impairment losses may no longer exist or may have decreased. If such indication exists the Group makes an estimate of recoverable amount. A previously recognised impairment loss is reversed only if there has been a change in the estimates
used to determine the assets recoverable amount since the last impairment loss was recognised. If that is the case the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot exceed the carrying amount
that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in the consolidated income statement.

The following criteria are also applied in assessing impairment of specific assets:

Goodwill

For the purpose
of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Groups cash generating units that are expected to benefit from the synergies of the combination.

Goodwill is tested for impairment at least annually on each balance sheet date and when circumstances indicate that the carrying value may
be impaired. Impairment is determined for goodwill by assessing the recoverable amount of the cash-generating units to which the goodwill relates.

Where the recoverable amount of a cash-generating unit is less than the carrying amount, an impairment loss is recognised first to reduce the carrying amount of the goodwill allocated to the unit and then
to the other assets of that unit on a pro-rata basis. Impairment losses relating to goodwill cannot be reversed in future periods.

Where goodwill forms part of a cash-generating unit, and an operation within that unit is disposed of, the goodwill associated with the operation is included in the carrying amount when determining the gains or losses



F-17



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Notes to the Consolidated Financial Statements(Continued)



on disposal of the operation. In this circumstance, goodwill is allocated based on the relative value of the operation and the portion of the cash-generating unit retained.

Associates and joint ventures

The Group determines at each balance sheet date whether there is any objective evidence that the investment in an associate or joint venture is impaired. If this is the case, the Group calculates the amount of impairment as being the
difference between the estimated fair value of the associate or joint venture and its carrying value and recognises the amount in the consolidated income statement.

Inventories

Inventories are valued at the lower of cost and net
realisable value. Costs incurred in bringing each product to its present location and condition is accounted for using the weighted average cost basis.

Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale.

Financial instruments

Overview

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or
equity instrument of another entity.

Financial assets are classified into the following specified categories: financial
assets at fair value through the profit or loss (FVTPL), held to maturity investments, available for sale (AFS) financial assets and loans and receivables. The classification depends on the nature and
purpose of the financial assets and is determined at the time of initial recognition.

Financial liabilities and equity
instruments are classified as either FVTPL or other financial liabilities according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of
the Group after deducting all of its liabilities and is recorded at the proceeds received, net of direct issue costs.

Initial recognition

All financial assets are recognised in the Groups balance sheet and subsequently derecognised on a trade date where
the purchase or sale of a financial asset is under a contract whose terms require delivery of the investment within the timeframe established by the market concerned.

Financial liabilities are recognised in the groups balance sheet when the Group becomes a party to the contractual provisions of the instrument.

Initial measurement

Financial instruments are initially measured at cost including transaction costs. Changes in the fair value of investments classified at FVTPL are included in the consolidated income statement, while changes in the fair value of investments
classified as AFS are recognised directly in equity, until the investment is disposed of or is determined to be impaired, at which time the cumulative gains or losses previously recognised in equity is



F-18



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Notes to the Consolidated Financial Statements(Continued)



included in the net income or loss for the period. Investment income on investments classified at FVTPL and on AFS investments is recognised in the consolidated income statement as it accrues.

Subsequent measurement

Subsequent to initial recognition, the fair values of financial instruments measured at fair value that are quoted in active markets are based on bid prices for assets held and offer prices for issued
liabilities.

Impairment

The Group assesses at each balance sheet date whether any indications exist that a financial asset or group of financial assets is impaired.

A financial asset or a group of financial assets is impaired and impairment losses are recorded if there is objective evidence of impairment
as a result of one or more events that occurred after the initial recognition of the asset (a loss event) and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial
assets that can be reliably estimated. If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised
impairment loss shall be reversed through the consolidated income statement if the asset is accounted for at amortised cost. Reversal of impairment of a debt instrument classified as available for sale is recognised in net income or loss while a
reversal related to an equity instrument classified as available for sale is recognised in equity.

Derivatives

The Group enters into both derivative financial instruments (derivatives) and non-derivative financial instruments in order to manage its
foreign currency exposures. The principal derivatives used are forward foreign currency contracts.

All derivative
transactions are undertaken, or maintained, with a view to managing the interest and foreign currency risks associated with the Groups underlying business activities and the financing of those activities.

Changes in the fair value of derivatives that do not qualify for hedge accounting are recognised in the consolidated income statement as
they arise, within finance costs. Changes in the fair value of embedded derivatives are recognised in the consolidated income statement within net operating income. Derivatives embedded in other financial instruments or other host contracts are
treated as separate derivatives when their risks and characteristics are not closely related to those of host contracts and the host contracts are not carried at fair value with unrealised gains or losses reported in the consolidated income
statement.

Hedge accounting

At the inception of the hedge relationship, the Group documents the relationship between the hedging instrument and the hedged item, along with its risk management objectives and its strategy for
undertaking various hedge transactions. Furthermore, at the inception of the hedge and on an ongoing basis, the Group documents its assessment as to whether the hedging instrument that is used in a hedging relationship is highly effective in
offsetting changes in fair values or cash flows of the hedged item.

Changes in the carrying value of financial instruments
that are designated and effective as hedges of future cash flows (cash flow hedges) are recognised directly in equity and any ineffective portion of the derivative that is excluded from the hedging relationship, along with any ineffectiveness, is
recognised immediately in the other



F-19



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Notes to the Consolidated Financial Statements(Continued)



gains and losses line in the consolidated income statement. The difference between the spot rate and the forward rate on a derivative is recognised in the other gains and losses
line in the consolidated income statement. Amounts deferred in equity in respect of cash flow hedges are subsequently recognised in the consolidated income statement in the same period in which the hedged item affects net income or loss. Where a
non-financial asset or a non-financial liability results from a forecasted transaction or firm commitment being hedged, the amounts deferred in equity are included in the initial measurement of that non-monetary asset or liability.

Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, exercised, or no longer qualifies for hedge
accounting. Any cumulative gains or losses relating to cash flow hedges recognised in equity are retained in equity and subsequently recognised in the consolidated income statement in the same periods in which the previously hedged item affects net
income or loss. If a forecasted hedged transaction is no longer expected to occur, the net cumulative gains or losses recognised in equity is transferred to the consolidated income statement immediately.

Restricted cash balances

Restricted cash balances comprise both funds held in a separate bank account, which will be used to settle accrued taxation liabilities, and deposits made by us as security for certain third-party obligations. Cash subject to restrictions
that expire after more than one year is classified under non-current assets. There are no other significant conditions on the restricted cash balances.

Cash and cash equivalents

Cash and cash equivalents in the balance
sheet comprise cash at banks and on hand and short-term highly liquid assets with an original maturity of three months or less and readily convertible to known amounts of cash. Bank overdrafts are included within current borrowings.

Trade receivables and other receivables

The Group assesses at each balance sheet date whether any indications exist that a financial asset or group of financial assets is impaired.

In relation to trade receivables, a provision for impairment is made when there is objective evidence (such as the probability of insolvency
or significant financial difficulties of the debtor) that the Group will not be able to collect all of the amounts due under the original terms of the invoice. The carrying amount of the receivable is reduced with the amount of the loss recognised
in net other operating income. Impaired debts are derecognised when they are assessed as uncollectible.

Loans receivable and
other receivables are carried at amortised cost using the effective interest rate method. Interest income, together with gains and losses when the loans and receivables are derecognised or impaired, are recognised in the consolidated income
statement.

Convertible loan notes

The component of the convertible notes issued by the Group that exhibits characteristics of a liability is recognised as a liability in the balance sheet, net of transaction costs. On issuance of the
convertible notes, the fair value of the liability component is determined using a market rate for an equivalent non convertible note; and this amount is classified as a financial liability measured at amortised cost until it is extinguished on
conversion or redemption.



F-20



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Notes to the Consolidated Financial Statements(Continued)



The fair value of the instrument, which is generally the net proceeds, less the fair
value of the liability, is allocated to the conversion option which is recognised and included in shareholders equity, net of transaction costs. The carrying amount of the conversion option is not measured again in subsequent years.

Transaction costs are apportioned between the liability and equity components of the convertible notes based on the
allocation of proceeds to the liability and equity components when the instruments are first recognised.

Treasury shares

Own equity instruments which are reacquired (treasury shares) are deducted from equity at cost. No gains or losses are
recognised in the consolidated income statement on the purchase, sale, issue or cancellation of the Groups own equity instruments.

Financial guarantee liabilities

Financial guarantee liabilities issued by the Group are those contracts
that require a payment to be made to reimburse the holder for a loss it incurs because the specified debtor (generally an associate or joint venture of the Group), fails to fulfil a commitment when due in accordance with the terms of a debt
instrument.

Financial guarantee contracts are recognised initially as a liability at fair value, adjusted for transaction
costs that are directly attributable to the issue of the guarantee. Subsequently, the liability is measured at the higher of the best estimate of the expenditure required to settle the present obligation at the balance sheet date and the amount
initially recognised.

Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be
required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Where the Group expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a
separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in income or loss at a current pre tax rate that reflects, where appropriate, the risks specific to the liability. Where
discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

Restructuring charges

The Group accounts for restructuring charges, including statutory legal requirements to pay redundancy costs, when they can be
reliably measured and there is a legal or constructive obligation. The Group recognises a provision for redundancy costs when it has a detailed formal plan for the restructuring and has raised a valid expectation in those affected that it will carry
out the restructuring.

Legal claims

The Group, in the ordinary course of business, is subject to various claims, suits and complaints. Management, in consultation with internal and external advisers, will provide for a loss in the financial
statements if it is probable that a liability has been incurred at the date of the financial statements and the amount of the loss can be reliably estimated.



F-21



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Notes to the Consolidated Financial Statements(Continued)



Warranty costs

The Group provides for warranty costs arising from its long-term contracts. At the conclusion of each project, an assessment is made of the areas where potential claims may arise under the contract
warranty clauses. Where a specific risk is identified and the potential for a claim is assessed as probable and can be reliably estimated, an appropriate warranty provision is recorded. Warranty provisions are eliminated at the end of the warranty
period except where warranty claims are still outstanding.

Contingent liabilities

The Group will disclose contingent liabilities on the basis that the events are indicative of conditions that arose after the fiscal year
end, their disclosure is material to the extent that either disclosure or non-disclosure may have an influence on future economic or commercial decisions within the Group and a reliable estimate of their financial effect or amount cannot be made.

Share-based payments

Certain employees of the Group (including senior executives) receive part of their remuneration in the form of share options.

Equity-settled transactions with employees are measured at fair value at the date on which they are granted. The fair value is determined using a Black-Scholes model. The cost of equity-settled
transactions is recognised, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award
(the vesting date).

The cumulative expense recognised for equity-settled transactions at each balance sheet date,
until the vesting date, reflects the extent to which the vesting period has expired and the Groups best estimate of the number of equity instruments that will ultimately vest. The cumulative expense also includes the estimated future charge to
be borne by the employer entity in respect of social security or national insurance contributions, based on the intrinsic unrealised value of the stock option using the stock price on the balance sheet date. The net income or loss charge or credit
for a period represents the difference in cumulative expense recognised as at the beginning and end of that period.

Earnings per share

Earnings per share are computed using the weighted average number of common shares and common share equivalents
outstanding during each period. The convertible notes are included in the diluted earnings per share if the effect is dilutive, regardless of whether the conversion price has been met.

The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share.

4. Critical accounting judgements and key sources of estimation uncertainty

In the application of the Groups accounting polices which are described in Note 3 Significant accounting policies, the
directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience
and on various other assumptions that we believe to be reasonable



F-22



---

Notes to the Consolidated Financial Statements(Continued)



under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that
period or in the period of revision and future periods if the revision affects both current and future periods.

Critical judgments in
applying the Groups accounting policies

Revenue recognition on long-term contracts

Substantially all of the Groups projects are accounted for using the percentage-of-completion method, which is standard for the
Groups industry. Contract revenues and total cost estimates are reviewed and revised periodically as work progresses. Adjustments based on the percentage-of-completion method are reflected in contract revenues in the reporting period. To the
extent that these adjustments result in a reduction or elimination of previously reported contract revenues or costs, we recognize a charge or credit against current earnings; amounts in prior periods are not restated. Such a charge may be
significant depending on the size of the project or the adjustment. Additional information that enhances and refines the estimating process is often obtained after the balance sheet date but before the issuance of the financial statements which may
result in an adjustment of the financial statements based on events, favorable or unfavorable occurring after the balance sheet date. However, if a condition arises after the balance sheet date which is of a non-adjusting nature the results
recognized in the financial statements will not be adjusted.

The percentage-of-completion method requires us to make reliable
estimates of progress toward completion of contracts and contract revenues and contract costs. We believe we assess our business risks in a manner that allows us to evaluate the outcomes of our projects for purposes of making reliable estimates.
Often the outcome of a project is more favorable than originally expected, due to increase of scope or efficiencies achieved during execution. The Groups business risks have involved, and will continue to involve, unforeseen difficulties
including weather, economic instability, labor strikes, localized civil unrest, and engineering and logistical changes, particularly in major projects. The Group does not believe its business is subject to the types of inherent hazards, conditions
or external factors that raise questions about contract estimates and about the ability of either the contractor or client to perform its obligations that would indicate that the use of the percentage-of-completion method is not preferable.

Revenue recognition on variation orders and claims

A major portion of the Groups revenue is billed under lump-sum contracts. Due to the nature of the services performed, variation orders and claims are commonly billed to clients.

A variation order is an instruction by the client for a change in the scope of the work to be performed under the contract which may lead to
an increase or a decrease in contract revenue based on changes in the specifications or design of an asset and changes in the duration of the contract. Additional contract revenue is recognized when it is probable that the client will approve the
variation and the amount of revenue arising from the variation can be reliably measured.

A claim is an amount that may be
collected as reimbursement for costs not included in the contract price. A claim may arise from client caused delays, errors in specifications or design, and disputed variations in contract work. The measurement of the amounts of revenue arising
from claims is subject to a high level of uncertainty and often depends on the outcome of negotiations. Therefore, claims are recognised in contract revenue only



F-23



---

Notes to the Consolidated Financial Statements(Continued)



when negotiations have reached an advanced stage such that it is probable that the client will accept the claim and the amount that it is probable will be accepted by the client can be
measured reliably.

Property, plant and equipment

Property, plant and equipment are recorded at cost, and depreciation is recorded on a straight-line basis over the useful lives of the assets. Management uses its experience to estimate the remaining
useful life of an asset, particularly when it has been upgraded.

Impairment of investments in and advances to joint ventures and
associates

Investments in joint ventures and associates are reviewed periodically to assess whether there is decline in
the carrying value of the investment. The Group considers, among other things, whether or not we are able to recover the carrying value of the investment.

A provision is made against non-collectibility of loans and advances made to joint ventures and associates when it is probable that we will be unable to collect all amounts due according to the
contractual terms of the agreement as impairment or bad debt losses under IAS 39, Financial Instruments: Recognition and Measurement.

Recognition of provisions and disclosure of contingent liabilities

The Group is subject to various claims,
suits and complaints involving, among other things, clients, subcontractors, employees, and tax authorities in the ordinary course of business. Management in consultation with internal and external advisers will recognise a provision in the
Consolidated Financial Statements if information available prior to issuance of the Consolidated Financial Statements indicates that it is probable that a liability had been incurred at the balance sheet date, and the amount of the loss can be
reasonably estimated. Contingent liabilities for which a possible obligation exists are disclosed but not recognised.

Where
the provision relates to a large population of items, the use of an expected value is appropriate to arrive at a best estimate of the obligation. This is the amount that takes account of all possible outcomes, using probabilities to
weight the outcomes. Where there is a continuous range of possible outcomes, and each point in that range is as likely as any other, the mid-point of the range is used.

Taxation

The Group is subject to taxes in numerous jurisdictions and
significant judgment is required in calculating the consolidated tax provision. There are many transactions for which the ultimate tax determination is uncertain and for which the Group makes provisions based on an assessment of internal estimates
and appropriate external advice, including decisions regarding whether to recognise deferred tax assets in respect of tax losses. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such
differences will impact the tax charge in the period in which the outcome is determined. Full details of all judgements and other issues considered are set out in Note 11 Taxation.

Fair value of derivatives and other financial instruments

As described in Note 37 Financial instruments, the directors use their judgment in selecting an appropriate valuation technique for financial instruments not quoted on an active market.
Valuation techniques commonly used by market practitioners are applied. For derivative financial instruments, assumptions are made based on quoted market rates adjusted for specific features of the instrument. Other financial instruments are



F-24



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Notes to the Consolidated Financial Statements(Continued)



valued using a discounted cash flow analysis based on assumptions supported, where possible, by observable market prices or rates. Details of the assumptions used and of the results of
sensitivity analyses regarding these assumptions are provided in Note 37 Financial instruments.

5. Revenue

An analysis of the Groups revenue is as follows:



|                                    |  |         |  |        
|----------------------------------- |  | ------- |  | -------
|For the fiscal year (in $ millions) |  | 2008    |  | 2007   
|Continuing operations:              |  |         |  |        
|Lump-sum contracts                  |  | 2,228.8 |  | 1,999.7
|Day rate contracts                  |  | 293.6   |  | 406.6  
|                                    |  |         |  |        
|                                    |  | 2,522.4 |  | 2,406.3
|                                    |  |         |  |        
|Discontinued operations:            |  |         |  |        
|Lump-sum contracts (see Note 12)    |  | 281.8   |  | 274.0  
|                                    |  |         |  |        
|Total revenue                       |  | 2,804.2 |  | 2,680.3
|                                    |  |         |  |        

A portion of the Groups revenue is denominated in foreign currencies and is
cash flow hedged. The amounts disclosed above for revenue include the recycling of the effective amount of the foreign currency derivatives that are used to hedge foreign currency revenue (refer to Note 37 Financial instruments).

6. Segment information

For management and reporting purposes, the Group is organised into five geographical regions or divisions which are representative of its principal activities. In addition there is the corporate segment
which manages activities that serve more than one segment. The corporate segment is described in more detail below.

The chief
operating decision maker is the Chief Executive Officer of Acergy S.A. He is assisted by the Chief Operating Officer, the Vice Presidents of each geographical segment and other members of the Corporate Management Team. The Vice Presidents are
responsible for managing all aspects of the projects within the geographical region, from initial tender to completion. Where projects are serviced by more than one segment the costs and associated revenue is allocated to segments on the basis of
the work actually performed by each segment.

The accounting policies of the reportable segments are the same as the
Groups accounting policies described in Note 3 Significant accounting policies.

Business segments are based
on geographical segments or divisions and are defined below:

Acergy Africa and Mediterranean (AFMED)

Includes all activities in Africa and Mediterranean, has its office in Suresnes, France and also operates fabrication yards in Nigeria and
Angola.

Acergy Northern Europe and Canada (NEC)

Includes all activities in Northern Europe, Eastern Canada and has offices in Aberdeen, United Kingdom; Stavanger, Norway; St Johns, Canada; and Moscow, Russia.



F-25



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Notes to the Consolidated Financial Statements(Continued)



Acergy North America and Mexico (NAMEX)

Includes activities in the United States, Mexico, Central America and Western Canada and has its office in Houston, Texas, United States.

Acergy South America (SAM)

This segment includes all activities in South America and the islands of the southern Atlantic Ocean and has its office in Rio de Janeiro, Brazil and operations in Macae, Brazil.

Acergy Asia and Middle East (AME)

This segment includes all activities in Asia Pacific, India, and Middle East (but excludes the Caspian Sea) and has its offices in Singapore, Jakarta and Balikpapan, Indonesia and Perth, Australia.

Acergy Corporate (CORP)

This segment includes all activities that serve more than one segment. These include: marine assets which have global mobility including construction and flow line lay support ships, ROVs and other mobile assets that are not allocated to
any one segment; management of offshore personnel; captive insurance activities; management and corporate services provided for the benefit of all of the Groups businesses.

The Groups discontinued operations have been shown separately from the reportable geographical business segments. Additional
information is shown in Note 12 Discontinued operations and Note 20 Assets classified as held for sale.



F-26



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Notes to the Consolidated Financial Statements(Continued)



Summarised financial information concerning each reportable geographical business
segment is as follows:



|                                                        |  |         |   |  |        |   |  |       |     |  |        |   |  |        |   |  |         |   |  |                           |   |  |                           |  
|------------------------------------------------------- |  | ------- | - |  | ------ | - |  | ----- | --- |  | ------ | - |  | ------ | - |  | ------- | - |  | ------------------------- | - |  | ------------------------- | -
|Year ended November 30, 2008 (in $ millions)            |  | AFMED   |   |  | NEC    |   |  | NAMEX |     |  | SAM    |   |  | AME    |   |  | CORP    |   |  | Totalcontinuingoperations |   |  | Discontinuedoperations(e) |  
|Revenue(a,b)                                            |  | 1,175.9 |   |  | 843.1  |   |  | 4.4   |     |  | 320.1  |   |  | 180.8  |   |  | (1.9    | ) |  | 2,522.4                   |   |  | 281.8                     |  
|Operating expenses                                      |  | (897.1  | ) |  | (574.5 | ) |  | 17.2  | (f) |  | (268.9 | ) |  | (129.0 | ) |  | (21.9   | ) |  | (1,874.2                  | ) |  | (304.4                    | )
|Share of results of associates and joint ventures       |  | (0.3    | ) |  | 3.5    |   |  |      |     |  |       |   |  | (15.4  | ) |  | 75.2    |   |  | 63.0                      |   |  |                          |  
|Depreciation                                            |  | (31.4   | ) |  | (10.0  | ) |  |      |     |  | (18.9  | ) |  | (5.0   | ) |  | (42.5   | ) |  | (107.8                    | ) |  | (8.0                      | )
|Mobilisation costs                                      |  |        |   |  | (0.2   | ) |  |      |     |  | (0.3   | ) |  | (1.9   | ) |  |        |   |  | (2.4                      | ) |  |                          |  
|Amortisation expense                                    |  | (0.2    | ) |  |       |   |  |      |     |  |       |   |  |       |   |  |        |   |  | (0.2                      | ) |  |                          |  
|Impairment of property, plant and equipment             |  |        |   |  | (1.8   | ) |  |      |     |  |       |   |  |       |   |  |        |   |  | (1.8                      | ) |  | (1.0                      | )
|Reversal of impairment of property, plant and equipment |  |        |   |  |       |   |  |      |     |  |       |   |  |       |   |  |        |   |  |                          |   |  | 14.3                      |  
|Research and development expense                        |  |        |   |  |       |   |  |      |     |  |       |   |  |       |   |  | (6.8    | ) |  | (6.8                      | ) |  |                          |  
|Net operating income from operations                    |  | 183.7   |   |  | 192.0  |   |  | 10.5  |     |  | 22.6   |   |  | 14.4   |   |  | 37.6    |   |  | 460.8                     |   |  | (22.5                     | )
|Investment income                                       |  | 1.4     |   |  | 4.5    |   |  |      |     |  |       |   |  | 2.4    |   |  | 9.6     |   |  | 17.9                      |   |  |                          |  
|Other gains and losses                                  |  | 34.8    |   |  | (11.7  | ) |  | 7.3   |     |  | 5.1    |   |  | 0.4    |   |  | 8.2     |   |  | 44.1                      |   |  | (1.1                      | )
|Finance costs                                           |  | (0.6    | ) |  | 0.3    |   |  | 0.1   |     |  | (0.6   | ) |  |       |   |  | (29.7   | ) |  | (30.5                     | ) |  | (1.0                      | )
|Net income / (loss) before tax                          |  | 219.3   |   |  | 185.1  |   |  | 17.9  |     |  | 27.1   |   |  | 17.2   |   |  | 25.7    |   |  | 492.3                     |   |  | (24.6                     | )
|Total assets                                            |  | 707.6   |   |  | 304.3  |   |  | 22.1  |     |  | 206.9  |   |  | 102.2  |   |  | 1,128.0 |   |  | 2,471.1                   |   |  |                          |  
|Non-current assets(c)                                   |  | 339.3   |   |  | 95.6   |   |  | 0.2   |     |  | 123.8  |   |  | 52.4   |   |  | 484.3   |   |  | 1,095.6                   |   |  |                          |  
|Interest in associates and joint ventures               |  | 4.3     |   |  | 2.6    |   |  |      |     |  |       |   |  |       |   |  | 133.3   |   |  | 140.2                     |   |  |                          |  
|Capital expenditure(d)                                  |  | 17.5    |   |  | 229.3  |   |  | 0.2   |     |  | 20.4   |   |  | 0.3    |   |  | 25.2    |   |  | 292.9                     |   |  | 1.4                       |  



|(a) | Revenue represents only external revenue earned by each segment. An analysis of inter-segment revenues has not been included as this information is not regularly
provided to the chief operating decision maker.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | Two clients in the twelve months period ended November 30, 2008 accounted for more than 10% of the Groups revenue from continuing operations. The
revenue from these clients was $1,009.5 million and was attributable to AFMED and NEC.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(c) | Non-current assets consist of property, plant and equipment, interest in associates and joint ventures, advances and receivables and derivative financial instruments.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(d) | Capital expenditure is actual cash outflow expenditure incurred.
|--- | ----------------------------------------------------------------

|(e) | See Note 12 Discontinued operations for further information.
|--- | --------------------------------------------------------------

|(f) | The amount includes inter-regional expenditure sharing arrangements.
|--- | --------------------------------------------------------------------



F-27



---

Notes to the Consolidated Financial Statements(Continued)



|                                                  |  |          |   |  |        |   |  |       |   |  |        |   |  |        |   |  |         |   |  |                           |   |  |                           |  
|------------------------------------------------- |  | -------- | - |  | ------ | - |  | ----- | - |  | ------ | - |  | ------ | - |  | ------- | - |  | ------------------------- | - |  | ------------------------- | -
|Year ended November 30, 2007 (in $ millions)      |  | AFMED    |   |  | NEC    |   |  | NAMEX |   |  | SAM    |   |  | AME    |   |  | CORP    |   |  | Totalcontinuingoperations |   |  | Discontinuedoperations(e) |  
|Revenue(a,b)                                      |  | 1,398.4  |   |  | 696.6  |   |  | 3.2   |   |  | 202.0  |   |  | 102.4  |   |  | 3.7     |   |  | 2,406.3                   |   |  | 274.0                     |  
|Operating expenses                                |  | (1,069.8 | ) |  | (509.2 | ) |  | (3.2  | ) |  | (188.9 | ) |  | (101.1 | ) |  | 13.1    |   |  | (1,859.1                  | ) |  | (268.1                    | )
|Share of results of associates and joint ventures |  | 2.8      |   |  | 12.3   |   |  |      |   |  |       |   |  | (10.3  | ) |  | 26.7    |   |  | 31.5                      |   |  |                          |  
|Depreciation                                      |  | (33.6    | ) |  | (0.9   | ) |  |      |   |  | (9.6   | ) |  | (27.6  | ) |  | (11.5   | ) |  | (83.2                     | ) |  | (7.8                      | )
|Mobilisation costs                                |  |         |   |  | (0.2   | ) |  |      |   |  | (1.8   | ) |  | (0.4   | ) |  | (0.2    | ) |  | (2.6                      | ) |  |                          |  
|Amortisation expense                              |  | (0.3     | ) |  |       |   |  |      |   |  |       |   |  |       |   |  |        |   |  | (0.3                      | ) |  |                          |  
|Impairment of property, plant and equipment       |  |         |   |  | (0.1   | ) |  |      |   |  |       |   |  |       |   |  | (0.2    | ) |  | (0.3                      | ) |  |                          |  
|Research and development expense                  |  |         |   |  |       |   |  |      |   |  |       |   |  |       |   |  | (4.2    | ) |  | (4.2                      | ) |  |                          |  
|Net operating income from operations              |  | 229.2    |   |  | 121.5  |   |  | (5.2  | ) |  | (1.3   | ) |  | (28.7  | ) |  | 36.0    |   |  | 351.5                     |   |  | 1.3                       |  
|Investment income                                 |  | 1.5      |   |  | 5.4    |   |  | 0.1   |   |  |       |   |  | 1.3    |   |  | 22.5    |   |  | 30.8                      |   |  |                          |  
|Other gains and losses                            |  | (20.2    | ) |  | 18.7   |   |  | (0.2  | ) |  | 1.0    |   |  | 11.9   |   |  | (10.6   | ) |  | 0.6                       |   |  | 1.5                       |  
|Finance costs                                     |  | (10.4    | ) |  | (0.1   | ) |  |      |   |  |       |   |  |       |   |  | (28.5   | ) |  | (39.0                     | ) |  |                          |  
|Net income / (loss) before tax                    |  | 200.1    |   |  | 145.5  |   |  | (5.3  | ) |  | (0.3   | ) |  | (15.5  | ) |  | 19.4    |   |  | 343.9                     |   |  | 2.8                       |  
|Total assets                                      |  | 744.3    |   |  | 291.0  |   |  | 27.1  |   |  | 216.3  |   |  | 99.5   |   |  | 1,048.6 |   |  | 2,426.8                   |   |  |                          |  
|Non-current assets(c)                             |  | 256.8    |   |  | 118.3  |   |  | 0.3   |   |  | 125.1  |   |  | 49.3   |   |  | 410.6   |   |  | 960.4                     |   |  |                          |  
|Interest in associates and joint ventures         |  | 6.4      |   |  | 2.5    |   |  |      |   |  |       |   |  |       |   |  | 97.5    |   |  | 106.4                     |   |  |                          |  
|Capital expenditure(d)                            |  | 47.8     |   |  | 7.3    |   |  |      |   |  | 44.5   |   |  | 19.2   |   |  | 142.0   |   |  | 260.8                     |   |  | 0.2                       |  



|(a) | Revenue represents only external revenue earned by each segment. An analysis of inter-segment revenue has not been included as this information is not regularly
provided to the chief operating decision maker.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | Two clients in the twelve months period ended November 30, 2007 accounted for more than 10% of the Groups revenue from continuing operations. The
revenue from these clients was $958.4 million and was attributable to AFMED, NEC, and AME.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(c) | Non-current assets consist of property, plant and equipment, interest in associates and joint ventures, advances and receivables and derivative financial instruments.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(d) | Capital expenditure is actual cash outflow expenditure incurred.
|--- | ----------------------------------------------------------------

|(e) | See Note 12 Discontinued operations for further information.
|--- | --------------------------------------------------------------



F-28



---

Notes to the Consolidated Financial Statements(Continued)



7. Net operating income

Net operating income from continuing and discontinued operations has been arrived at after charging / (crediting):



|                                                        |  |                      |   |                        |       |       |       |   |  |      |  |       |   |  |      
|------------------------------------------------------- |  | -------------------- | - | ---------------------- | ----- | ----- | ----- | - |  | ---- |  | ----- | - |  | -----
|                                                        |  | Continuingoperations |   | Discontinuedoperations |       | Total
|For the fiscal year (in $ millions)                     |  | 2008                 |   |                        | 2007  |       | 2008  |   |  | 2007 |  | 2008  |   |  | 2007 
|Research and development costs as expense               |  | 6.8                  |   |                        | 4.2   |       |      |   |  |     |  | 6.8   |   |  | 4.2  
|Depreciation of property, plant and equipment           |  | 107.8                |   |                        | 83.2  |       | 8.0   |   |  | 7.8  |  | 115.8 |   |  | 91.0 
|Mobilisation costs                                      |  | 2.4                  |   |                        | 2.6   |       |      |   |  |     |  | 2.4   |   |  | 2.6  
|Amortisation expense                                    |  | 0.2                  |   |                        | 0.3   |       |      |   |  |     |  | 0.2   |   |  | 0.3  
|Impairment of property, plant and equipment             |  | 1.8                  |   |                        | 0.3   |       | 1.0   |   |  |     |  | 2.8   |   |  | 0.3  
|Reversal of impairment of property, plant and equipment |  |                     |   |                        |      |       | (14.3 | ) |  |     |  | (14.3 | ) |  |     
|Operating lease costs recognised as expense             |  | 130.9                |   |                        | 95.9  |       |      |   |  |     |  | 130.9 |   |  | 95.9 
|Cost of inventories recognised as expense               |  | 60.6                 |   |                        | 45.0  |       |      |   |  |     |  | 60.6  |   |  | 45.0 
|Write down of inventory recognised as expense           |  | 3.3                  |   |                        | 0.3   |       |      |   |  |     |  | 3.3   |   |  | 0.3  
|Employee benefits                                       |  | 799.6                |   |                        | 749.5 |       |      |   |  |     |  | 799.6 |   |  | 749.5
|Pension settlement                                      |  | (33.3                | ) |                        |      |       |      |   |  |     |  | (33.3 | ) |  |     

8. Investment income



|                                    |  |      |  |     
|----------------------------------- |  | ---- |  | ----
|For the fiscal year (in $ millions) |  | 2008 |  | 2007
|Interest income:                    |  |      |  |     
|Bank deposits                       |  | 17.9 |  | 30.8
|                                    |  |      |  |     
|Total                               |  | 17.9 |  | 30.8
|                                    |  |      |  |     

Investment income represents interest received on positive cash balances invested at
variable interest rates.

9. Other gains and losses



|                                                                              |  |      |   |  |       |  
|----------------------------------------------------------------------------- |  | ---- | - |  | ----- | -
|For the fiscal year (in $ millions)                                           |  | 2008 |   |  | 2007  |  
|Gains on disposal of property, plant and equipment                            |  | 5.4  |   |  | 13.6  |  
|Net foreign currency exchange gains / (losses)                                |  | 39.0 |   |  | (11.6 | )
|Reclassification of foreign currency adjustments upon liquidation of entities |  | (0.3 | ) |  | (1.4  | )
|                                                                              |  |      |   |  |       |  
|Total                                                                         |  | 44.1 |   |  | 0.6   |  
|                                                                              |  |      |   |  |       |  

Ineffective hedges are disclosed within the net foreign currency exchange gains /
(losses).



F-29



---

Notes to the Consolidated Financial Statements(Continued)



10. Finance costs



|                                                        |  |      |   |  |      |  
|------------------------------------------------------- |  | ---- | - |  | ---- | -
|For the fiscal year (in $ millions)                     |  | 2008 |   |  | 2007 |  
|Interest on borrowings                                  |  | 4.2  |   |  | 2.0  |  
|Interest on convertible loan notes                      |  | 28.4 |   |  | 27.1 |  
|Unwinding of discount on provisions (see Note 34)       |  | 0.2  |   |  |     |  
|                                                        |  |      |   |  |      |  
|Total borrowing costs                                   |  | 32.8 |   |  | 29.1 |  
|Less: amounts included in the cost of qualifying assets |  | (3.0 | ) |  | (0.8 | )
|                                                        |  |      |   |  |      |  
|                                                        |  | 29.8 |   |  | 28.3 |  
|Interest on tax liabilities                             |  | 0.7  |   |  | 10.7 |  
|                                                        |  |      |   |  |      |  
|Total                                                   |  | 30.5 |   |  | 39.0 |  
|                                                        |  |      |   |  |      |  

Borrowing costs included in the cost of qualifying assets during the year arose on
the general borrowing pool and are calculated by applying a capitalisation rate of 7.35% (2007: 7.35%) to expenditure on such assets.

11. Taxation

Tax on net income for the year



|                                                                      |  |       |   |  |       |  
|--------------------------------------------------------------------- |  | ----- | - |  | ----- | -
|For the fiscal year (in $ millions)                                   |  | 2008  |   |  | 2007  |  
|Tax charged in the income statement:                                  |  |       |   |  |       |  
|Current tax:                                                          |  |       |   |  |       |  
|Corporation tax                                                       |  | 109.7 |   |  | 164.5 |  
|Adjustments for prior years                                           |  | 3.0   |   |  | 59.0  |  
|                                                                      |  |       |   |  |       |  
|Total current tax                                                     |  | 112.7 |   |  | 223.5 |  
|Deferred tax due to origination and reversal of temporary differences |  | 47.8  |   |  | (11.3 | )
|                                                                      |  |       |   |  |       |  
|Total                                                                 |  | 160.5 |   |  | 212.2 |  
|                                                                      |  |       |   |  |       |  
|Attributable to:                                                      |  |       |   |  |       |  
|Continuing operations                                                 |  | 162.6 |   |  | 215.1 |  
|Discontinued operations                                               |  | (2.1  | ) |  | (2.9  | )
|Total                                                                 |  | 160.5 |   |  | 212.2 |  
|                                                                      |  |       |   |  |       |  

Tax recognised in equity



|                                                              |  |      |   |  |      |  
|------------------------------------------------------------- |  | ---- | - |  | ---- | -
|For the fiscal year (in $ millions)                           |  | 2008 |   |  | 2007 |  
|Tax relating to items charged / (credited) to equity:         |  |      |   |  |      |  
|Current tax:                                                  |  |      |   |  |      |  
|Share based payments                                          |  | (2.4 | ) |  | (5.9 | )
|                                                              |  |      |   |  |      |  
|Income tax recognised directly in equity                      |  | (2.4 | ) |  | (5.9 | )
|                                                              |  |      |   |  |      |  
|Deferred tax:                                                 |  |      |   |  |      |  
|Net loss on revaluation of cash flow hedges                   |  | (8.5 | ) |  | (0.8 | )
|Share based payments                                          |  | 4.1  |   |  | 1.8  |  
|Actuarial (losses) / gains on defined benefit pension schemes |  | (1.1 | ) |  | 2.5  |  
|                                                              |  |      |   |  |      |  
|Deferred tax recognised directly in equity                    |  | (5.5 | ) |  | 3.5  |  
|                                                              |  |      |   |  |      |  



F-30



---

Notes to the Consolidated Financial Statements(Continued)



Reconciliation of the total tax charge

Acergy S.A is a 1929 Luxembourg Holding Company. Luxembourg tax law provides for a special tax regime for 1929 Holding Companies and
consequently Acergy S.A. is not subject to tax in Luxembourg. Income taxes have been provided based on the tax laws and rates in the countries where business operations have been established and earn income. The Groups tax charge is determined
by applying the statutory tax rate to the net income earned in the jurisdictions in which we operate, taking account of permanent differences between book and tax net incomes.

The Groups tax charge has been reconciled to an effective tax rate for the fiscal year 2008 of 28% (2007: 30%), being the expected
blended statutory rate taking into consideration the jurisdictions in which the Group operates.



|                                                                                            |  |       |   |  |       |  
|------------------------------------------------------------------------------------------- |  | ----- | - |  | ----- | -
|For the fiscal year (in $ millions)                                                         |  | 2008  |   |  | 2007  |  
|Accounting income before tax on continuing operations                                       |  | 492.3 |   |  | 343.9 |  
|                                                                                            |  |       |   |  |       |  
|Tax at the effective tax rate of 28% (2007: 30%)                                            |  | 137.8 |   |  | 103.2 |  
|Effects of:                                                                                 |  |       |   |  |       |  
|Benefit of Tonnage tax regime (see below)                                                   |  | (7.5  | ) |  | (0.5  | )
|Different tax rates of subsidiaries operating in other jurisdictions (tax rate differences) |  | 11.6  |   |  | 4.1   |  
|Share based payments                                                                        |  | 5.3   |   |  | (0.8  | )
|Adjustments related to prior years                                                          |  | 3.0   |   |  | 59.0  |  
|Movement in non-provided deferred tax                                                       |  | (4.1  | ) |  | 35.4  |  
|Net incomes not subject to tax                                                              |  | 4.3   |   |  | (21.3 | )
|Tax effect of share of results of associates and joint ventures                             |  | (4.1  | ) |  | 0.5   |  
|Withholding taxes                                                                           |  | 16.2  |   |  | 29.1  |  
|Expenses not deductible for tax purposes                                                    |  | 0.3   |   |  | 10.7  |  
|                                                                                            |  |       |   |  |       |  
|Other permanent differences                                                                 |  | (0.2  | ) |  | (4.3  | )
|                                                                                            |  |       |   |  |       |  
|Tax charge in the income statement                                                          |  | 162.6 |   |  | 215.1 |  
|                                                                                            |  |       |   |  |       |  

Deferred tax

Analysis of the movements in net deferred tax balance during the year:



|                                    |  |       |   |  |      |  
|----------------------------------- |  | ----- | - |  | ---- | -
|For the fiscal year (in $ millions) |  | 2008  |   |  | 2007 |  
|At December 1                       |  | 24.3  |   |  | 16.3 |  
|Charged to income statement         |  | (47.8 | ) |  | 11.3 |  
|Charged directly to equity          |  | 5.5   |   |  | (3.5 | )
|Foreign exchange movements          |  | 1.7   |   |  | 0.2  |  
|                                    |  |       |   |  |      |  
|At November 30                      |  | (16.3 | ) |  | 24.3 |  
|                                    |  |       |   |  |      |  



F-31



---

Notes to the Consolidated Financial Statements(Continued)



Deferred tax assets and liabilities in respect of continuing operations, before offset
of balances within countries, are as follows:



|                                             |  |                        |  |                           |   |  |                           |   |  |                                             |   |  |                                             |  
|-------------------------------------------- |  | ---------------------- |  | ------------------------- | - |  | ------------------------- | - |  | ------------------------------------------- | - |  | ------------------------------------------- | -
|Year ended November 30, 2008 (in $ millions) |  | Grossdeferredtax asset |  | Grossdeferredtaxliability |   |  | Less:amountsnotrecognised |   |  | Netrecogniseddeferredtax asset /(liability) |   |  | Amountcredited /(charged)in incomestatement |  
|Property, plant and equipment                |  | 1.1                    |  | (13.0                     | ) |  |                          |   |  | (11.9                                       | ) |  | 5.4                                         |  
|Accrued expenses                             |  | 91.0                   |  | (36.3                     | ) |  | (46.7                     | ) |  | 8.0                                         |   |  | (49.9                                       | )
|Share based payments                         |  | 0.5                    |  |                          |   |  |                          |   |  | 0.5                                         |   |  | (3.4                                        | )
|Convertible loan notes                       |  |                       |  | (17.7                     | ) |  |                          |   |  | (17.7                                       | ) |  |                                            |  
|Tax losses                                   |  | 47.5                   |  |                          |   |  | (42.7                     | ) |  | 4.8                                         |   |  | 0.1                                         |  
|                                             |  |                        |  |                           |   |  |                           |   |  |                                             |   |  |                                             |  
|Total                                        |  | 140.1                  |  | (67.0                     | ) |  | (89.4                     | ) |  | (16.3                                       | ) |  | (47.8                                       | )
|                                             |  |                        |  |                           |   |  |                           |   |  |                                             |   |  |                                             |  



|                                             |  |                        |  |                           |   |  |                           |   |  |                                             |   |  |                                             |  
|-------------------------------------------- |  | ---------------------- |  | ------------------------- | - |  | ------------------------- | - |  | ------------------------------------------- | - |  | ------------------------------------------- | -
|Year ended November 30, 2007 (in $ millions) |  | Grossdeferredtax asset |  | Grossdeferredtaxliability |   |  | Less:amountsnotrecognised |   |  | Netrecogniseddeferredtax asset /(liability) |   |  | Amountcredited /(charged)in incomestatement |  
|Property, plant and equipment                |  |                       |  | (17.3                     | ) |  |                          |   |  | (17.3                                       | ) |  | (7.2                                        | )
|Accrued expenses                             |  | 71.6                   |  |                          |   |  | (24.9                     | ) |  | 46.7                                        |   |  | 16.6                                        |  
|Share based payments                         |  | 7.9                    |  |                          |   |  |                          |   |  | 7.9                                         |   |  | 0.8                                         |  
|Convertible loan notes                       |  |                       |  | (17.7                     | ) |  |                          |   |  | (17.7                                       | ) |  |                                            |  
|Tax losses                                   |  | 85.9                   |  |                          |   |  | (81.2                     | ) |  | 4.7                                         |   |  | 1.1                                         |  
|                                             |  |                        |  |                           |   |  |                           |   |  |                                             |   |  |                                             |  
|Total                                        |  | 165.4                  |  | (35.0                     | ) |  | (106.1                    | ) |  | 24.3                                        |   |  | 11.3                                        |  
|                                             |  |                        |  |                           |   |  |                           |   |  |                                             |   |  |                                             |  

Deferred tax is analysed in balance sheet, after offset of balances within countries,
as:



|                                    |  |       |   |  |       |  
|----------------------------------- |  | ----- | - |  | ----- | -
|For the fiscal year (in $ millions) |  | 2008  |   |  | 2007  |  
|Deferred tax assets                 |  | 39.8  |   |  | 59.9  |  
|Deferred tax liabilities            |  | (56.1 | ) |  | (35.6 | )
|                                    |  |       |   |  |       |  
|Total                               |  | (16.3 | ) |  | 24.3  |  
|                                    |  |       |   |  |       |  

At the balance sheet date, the Group has unused tax losses of $194.6 million (2007:
$257.4 million) available for offset against future net incomes. A deferred tax asset has been recognised in respect of $13.9 million (2007: $3.6million) of such losses. No deferred tax asset has been recognised in respect of the remaining $180.7
million (2007: $253.8 million) due to the unpredictability of future net income streams.

Net operating losses (NOLs) including Internal
Revenue Code (IRC) s.163js in the US

NOLs to carry forward in various countries will expire as follows:



|                                    |  |       |  |      
|----------------------------------- |  | ----- |  | -----
|For the fiscal year (in $ millions) |  | 2008  |  | 2007 
|Within five years                   |  | 0.1   |  | 56.1 
|6 to 10 years                       |  |      |  |     
|11 to 15 years                      |  |      |  |     
|16 to 20 years                      |  | 82.7  |  | 160.1
|Without time limit                  |  | 111.8 |  | 41.2 
|                                    |  |       |  |      
|Total                               |  | 194.6 |  | 257.4
|                                    |  |       |  |      



F-32



---

Notes to the Consolidated Financial Statements(Continued)



The majority of NOLs are concentrated in the US where our ability to carry forward NOLs
is subject to a limitation as a consequence of Stolt Nielsen S.A. (SNSA) having sold its remaining stock in the Company in 2005. As at November 30, 2008, it is considered likely that subject to future profitability the Group will be able to
access NOLs arising both before and after the date of the change of control of $80.8 million (2007: $101.4 million). In addition to NOLs the Group has IRC s.163j suspended interest deductions of $56.3 million (2007: $57.6 million). However, with a
history of incurring losses for tax purposes in the US, none of the NOLs and IRC s.163j suspended interest deductions in the US has been recognised as a deferred tax asset.

Tonnage tax regime

Our tax charge reflects a net benefit in fiscal
year 2008 of $7.5 million (2007: $0.5 million) as a result of being taxable under the current United Kingdom (UK) Tonnage Tax Regime, as compared to the UK tax that would be payable had an election to join the tonnage tax regime not been made.

Under the current UK tonnage tax legislation, a proportion of tax depreciation previously claimed by us may be subject to tax
in the event that a significant number of ships are sold and not replaced. This contingent liability decreases to nil over the first seven years following entry into the Tonnage Tax Regime. Management has made no provision for the contingent
liability as determined by IAS 37, Provisions, Contingent, Liabilities and ContingentAssets, relating to ships because it is not probable that it will sell ships under circumstances that cause a charge to income taxes to arise. The
unrecorded contingent liability in respect of these ships as at November 30, 2008 was $nil (2007: $5.1 million) because the Group has been within the Tonnage Tax Regime for seven years.

Tax contingencies and provisions

Our operations are carried out in several countries, through subsidiaries and branches of subsidiaries, and are subject to the jurisdiction of a significant number of taxing authorities. Furthermore, the
offshore mobile nature of our operations means that we routinely have to deal with complex transfer pricing, permanent establishment and other similar international tax issues as well as competing tax systems where tax treaties may not exist.

In the ordinary course of events our operations will be subject to audit, enquiry and possible re-assessment by different tax
authorities. In accordance with IAS 37 management provides taxes for the amounts that it considers probable of being payable as a result of these audits and for which a reasonable estimate may be made. Management also separately considers if taxes
payable in relation to filings not yet subject to audit may be higher than the amounts stated in the filed tax return, and makes additional provisions for probable risks if appropriate. As forecasting the ultimate outcome includes some uncertainty,
the risk exists that adjustments will be recognised to our tax provisions in later years as and when these and other matters are finalised with the appropriate tax administrations.

In the year to November 30, 2008, a net tax charge of $4.1 million (2007: charge of $59.8 million) (excluding interest which has been
charged to finance costs in the consolidated income statement) was accrued in respect of ongoing tax audits.

Whilst the Group
has made the incremental provision noted in the preceding paragraph, reflecting our view of the most likely outcomes, it is possible that the ultimate resolution of these matters could result in tax charges that are materially higher or lower than
the amount the company has provided.

In 2008, operations in various countries were subject to enquiries, audits and disputes,
including but not limited to those in France, UK, Nigeria and Congo. These audits are all at various stages of completion. The



F-33



---

Notes to the Consolidated Financial Statements(Continued)



incremental adjustment arising from these tax audits was an additional provision of $4.1 million (2007: $36.8 million) (excluding interest) in respect of the UK tax audit (tonnage tax). The audit
in France, which commenced in February 2007, has continued into 2008 and 2009. The tax audit in France involves several legal entities and initially covered the years from 2004 to 2006. However, the audit scope has effectively been extended back to
2000 by way of a challenge to the utilisation of losses brought forward, and forward through an extension to 2007 for certain French companies. In addition, the French tax authorities have adopted a very wide ranging approach and have raised a
number of challenges including both international tax issues such as transfer pricing and territoriality as well as more routine domestic French matters. Our operations in these territories have co-operated fully with the relevant tax authorities
whilst seeking to robustly defend their tax positions.

In addition to the tax audit noted above, in October 2007, the French
tax authorities also conducted a formal search of our French subsidiary's offices in Suresnes, France. The documents authorising the search claim that Acergy had inaccurately reported to the French tax authorities the extent of Acergy's activities
and revenue in France in an effort to minimise French taxes. During 2008, the French tax audit noted above was extended to various subsidiaries incorporated outside France. This audit has continued into 2009. The Group will defend its tax positions
and has appealed against the original authorisation to search to the French Supreme Court.

In the UK, during 2007, an enquiry
was started with respect to the Groups UK ship owning companies and the amounts of net incomes allocated to transport activities and therefore eligible for tonnage tax treatment. Under the Tonnage Tax Regime the commercial net income of our UK
ship owning companies arising from transport operations (allocated on a just and reasonable basis) are subject to tax calculated by reference to a formula linked to the tonnage of the vessels concerned. The enquiry covers years 2003 to 2006. As
noted above, a tax provision of $4.1 million is held against this risk.

The cumulative benefit for all years to
November 30, 2008 (as disclosed in our previous annual report) arising from being within the Tonnage Tax Regime since 2002 is $15.0 million (2007: $11.6 million), excluding the total release of the deferred tax liability on ships (which was no
longer required when the ships entered Tonnage Tax) of $36.0 million (2007: $36.0 million) in the years ended November 30, 2001 and 2002.

On January 23, 2008, the UK Government signalled its intention to change the tonnage tax legislation prospectively with effect from April 1, 2008, following discussions with the European
Commission on the interpretation of the guidelines on State Aid. On March 6, 2008 these draft proposals were withdrawn.

12.
Discontinued operations

On November 27, 2008, the Group entered into an agreement with Saipem (Portugal) Comercio
Maritimo S.U. Lda to dispose of the Acergy Piper, a semi-submersible pipelay barge, for $78.0 million. The disposal was driven by a desire to continue to focus the Groups energy on the core operations of deepwater Subsea construction,
Umbilicals, Risers and Flowlines (SURF). The disposal was completed on January 9, 2009.

The Acergy Piper was
the Groups sole operating unit in the Trunklines market which involves the offshore market installation of large-diameter pipelines used to carry oil and gas over large distances. The disposal of the barge therefore represents the Groups
discontinuance of this operation.

As at November 30, 2008 the Acergy Piper has been classified as an Asset
classified as held for sale (refer to Note 20). However, because the offer price indicated that the market value less cost to sell of the asset was higher than the value on the books the impairment recorded in fiscal year 2003 needed to be
partially reversed to adjust the carrying value to market value less costs to sell as confirmed by the agreed sale price.

Discontinued operations in fiscal year 2007 also includes to the final completion of the remaining Inspection, Maintenance and Repair (IMR) and conventional project work in Trinidad and Tobago (part of the



F-34



---

Notes to the Consolidated Financial Statements(Continued)



North America and Mexico region) which had commenced prior to the disposal of nine IMR and conventional ships to Cal Dive International Inc., during 2005 and 2006.

The results of the discontinued operations, which have been included in the consolidated income statement, were as follows:



|                                             |  |                 |   |  |            |   |  |                           |   |  |        |  
|-------------------------------------------- |  | --------------- | - |  | ---------- | - |  | ------------------------- | - |  | ------ | -
|                                             |  | 2008            |   |  | 2007       |   |  | 2007                      |   |  | 2007   |  
|For the fiscal year (in $ millions)          |  | TotalTrunklines |   |  | Trunklines |   |  | NAMEX IMR andConventional |   |  | Total  |  
|Revenue                                      |  | 281.8           |   |  | 257.1      |   |  | 16.9                      |   |  | 274.0  |  
|Expenses(a)                                  |  | (320.7          | ) |  | (260.2     | ) |  | (11.0                     | ) |  | (271.2 | )
|Impairment reversal                          |  | 14.3            |   |  |           |   |  |                          |   |  |       |  
|                                             |  |                 |   |  |            |   |  |                           |   |  |        |  
|(Loss) / income before tax                   |  | (24.6           | ) |  | (3.1       | ) |  | 5.9                       |   |  | 2.8    |  
|Taxation gains on discontinued operations    |  | 2.1             |   |  | 2.9        |   |  |                          |   |  | 2.9    |  
|                                             |  |                 |   |  |            |   |  |                           |   |  |        |  
|(Loss) / income from discontinued operations |  | (22.5           | ) |  | (0.2       | ) |  | 5.9                       |   |  | 5.7    |  
|                                             |  |                 |   |  |            |   |  |                           |   |  |        |  



|(a) | Includes operating expenses, administrative expenses, finance costs and other gains and losses.
|--- | -----------------------------------------------------------------------------------------------

The impact on the segments of the discontinued operations which have been included in the consolidated income statement were as follows:



|                                             |  |       |   |  |        |   |  |      |   |  |                              |   |  |        |   |  |       |   |  |       |   |  |                             |  
|-------------------------------------------- |  | ----- | - |  | ------ | - |  | ---- | - |  | ---------------------------- | - |  | ------ | - |  | ----- | - |  | ----- | - |  | --------------------------- | -
|                                             |  | 2008  |   |  | 2008   |   |  | 2008 |   |  | 2008                         |   |  | 2007   |   |  | 2007  |   |  | 2007  |   |  | 2007                        |  
|For the fiscal year (in $ millions)          |  | NEC   |   |  | SAM    |   |  | CORP |   |  | Total discontinuedoperations |   |  | NEC    |   |  | SAM   |   |  | NAMEX |   |  | Totaldiscontinuedoperations |  
|Revenue                                      |  | 5.6   |   |  | 275.9  |   |  | 0.3  |   |  | 281.8                        |   |  | 211.2  |   |  | 45.9  |   |  | 16.9  |   |  | 274.0                       |  
|Expenses(a)                                  |  | (36.0 | ) |  | (284.4 | ) |  | (0.3 | ) |  | (320.7                       | ) |  | (192.1 | ) |  | (68.1 | ) |  | (11.0 | ) |  | (271.2                      | )
|Impairment reversal                          |  | 14.3  |   |  |       |   |  |     |   |  | 14.3                         |   |  |       |   |  |      |   |  |      |   |  |                            |  
|                                             |  |       |   |  |        |   |  |      |   |  |                              |   |  |        |   |  |       |   |  |       |   |  |                             |  
|(Loss) / income before tax                   |  | (16.1 | ) |  | (8.5   | ) |  |     |   |  | (24.6                        | ) |  | 19.1   |   |  | (22.2 | ) |  | 5.9   |   |  | 2.8                         |  
|Taxation on discontinued operations          |  | 2.1   |   |  |       |   |  |     |   |  | 2.1                          |   |  | 2.9    |   |  |      |   |  |      |   |  | 2.9                         |  
|                                             |  |       |   |  |        |   |  |      |   |  |                              |   |  |        |   |  |       |   |  |       |   |  |                             |  
|(Loss) / income from discontinued operations |  | (14.0 | ) |  | (8.5   | ) |  |     |   |  | (22.5                        | ) |  | 22.0   |   |  | (22.2 | ) |  | 5.9   |   |  | 5.7                         |  
|                                             |  |       |   |  |        |   |  |      |   |  |                              |   |  |        |   |  |       |   |  |       |   |  |                             |  



|(a) | Includes operating expenses, administrative expenses, finance costs and other gains and losses.
|--- | -----------------------------------------------------------------------------------------------

Discontinued operations used $5.6 million of (2007: contributed to $15.3 million) the Groups net operating cash flows, paid $1.4
million (2007 $0.2 million) in respect of investing activities and paid $nil (2007 $nil) in respect of financing activities.

Additional information on the effect of discontinued operations based on business segment results is disclosed in Note 6 Segment information.



F-35



---

Notes to the Consolidated Financial Statements(Continued)



13. Earnings per share

Basic earnings per share

Basic earnings per share amounts are
calculated by dividing the net income by the weighted average number of shares outstanding during the fiscal year as follows:



|                               |  |                 |   |  |                
|------------------------------ |  | --------------- | - |  | ---------------
|For the fiscal year            |  | 2008$ per share |   |  | 2007$ per share
|Basic earnings per share:      |  |                 |   |  |                
|From continuing operations     |  | 1.76            |   |  | 0.65           
|From discontinued operations   |  | (0.12           | ) |  | 0.03           
|                               |  |                 |   |  |                
|Total basic earnings per share |  | 1.64            |   |  | 0.68           
|                               |  |                 |   |  |                

The earnings and weighted average number of common shares used in the calculation of
basic earnings per share are as follows:



|                                                                            |  |       |  |       |  
|--------------------------------------------------------------------------- |  | ----- |  | ----- | -
|For the fiscal year (in $ millions)                                         |  | 2008  |  | 2007  |  
|Net income attributable to equity holders of the parent                     |  | 301.4 |  | 127.3 |  
|Net loss / (income) for the year from discontinued operations (see Note 12) |  | 22.5  |  | (5.7  | )
|                                                                            |  |       |  |       |  
|Earnings used in the calculation of basic earnings per share                |  | 323.9 |  | 121.6 |  
|                                                                            |  |       |  |       |  



|                                                                                     |  |                  |  |                 
|------------------------------------------------------------------------------------ |  | ---------------- |  | ----------------
|                                                                                     |  | Number of shares |  | Number of shares
|Weighted average number of common shares for the purpose of basic earnings per share |  | 184,142,708      |  | 188,435,592     

Diluted earnings per share

For the diluted earnings per share calculation the net income is adjusted for the effect of the convertible notes if dilutive, and the
weighted average number of shares outstanding is adjusted for the potential dilutive effect of share options and the convertible loan notes as follows:



|                                 |  |                 |   |  |                
|-------------------------------- |  | --------------- | - |  | ---------------
|For the fiscal year              |  | 2008$ per share |   |  | 2007$ per share
|Diluted earnings per share:      |  |                 |   |  |                
|From continuing operations       |  | 1.70            |   |  | 0.63           
|From discontinued operations     |  | (0.11           | ) |  | 0.03           
|Total diluted earnings per share |  | 1.59            |   |  | 0.66           



F-36



---

Notes to the Consolidated Financial Statements(Continued)



The earnings and weighted average number of common shares used in the calculation of
diluted earnings per share are as follows:



|                                                                                          |  |       |  |       |  
|----------------------------------------------------------------------------------------- |  | ----- |  | ----- | -
|For the fiscal year (in $ millions)                                                       |  | 2008  |  | 2007  |  
|Net income for the year attributable to equity holders of the parent                      |  | 301.4 |  | 127.3 |  
|Interest on convertible loan notes                                                        |  | 28.4  |  |      |  
|Net loss / (income) for the year from discontinued operations (see Note 12)               |  | 22.5  |  | (5.7  | )
|                                                                                          |  |       |  |       |  
|Earnings used in the calculation of diluted earnings per share from continuing operations |  | 352.3 |  | 121.6 |  
|                                                                                          |  |       |  |       |  



|                                                                                               |  |                  |  |                 
|---------------------------------------------------------------------------------------------- |  | ---------------- |  | ----------------
|                                                                                               |  | Number of shares |  | Number of shares
|Weighted average number of common shares used in the calculation of basic earnings per share   |  | 184,142,708      |  | 188,435,592     
|Convertible loan notes                                                                         |  | 20,790,021       |  |                
|Share options                                                                                  |  | 2,134,846        |  | 4,115,090       
|                                                                                               |  |                  |  |                 
|Weighted average number of common shares used in the calculation of diluted earnings per share |  | 207,067,575      |  | 192,550,682     
|                                                                                               |  |                  |  |                 

In the fiscal year 2008 the potential common shares of 20,790,021 for the convertible
loan notes were included in the weighted average number of common shares as their effect was dilutive. In the fiscal year 2007 their effect was anti-dilutive and therefore excluded.

In the fiscal year 2008, 1,923,234 shares relating to share option plans (2007: 7,000 shares) that could potentially dilute the weighted
average earnings per share, were excluded from the calculation of diluted earnings per share due to being anti-dilutive for the period.



F-37



---

Notes to the Consolidated Financial Statements(Continued)



14. Intangible assets



|                                       |  |                      |  |                   |   |  |       |  
|-------------------------------------- |  | -------------------- |  | ----------------- | - |  | ----- | -
|For the fiscal year (in $ million)     |  | Lease accesspremiums |  | Other intangibles |   |  | Total |  
|Cost:                                  |  |                      |  |                   |   |  |       |  
|At December 1, 2006                    |  | 4.7                  |  | 1.0               |   |  | 5.7   |  
|Foreign currency exchange rate changes |  |                     |  | (0.1              | ) |  | (0.1  | )
|                                       |  |                      |  |                   |   |  |       |  
|                                       |  |                      | 
|At November 30, 2007                   |  | 4.7                  |  | 0.9               |   |  | 5.6   |  
|Additions                              |  |                     |  | 0.4               |   |  | 0.4   |  
|Foreign currency exchange rate changes |  |                     |  | (0.1              | ) |  | (0.1  | )
|Retirement                             |  |                     |  | (0.3              | ) |  | (0.3  | )
|                                       |  |                      |  |                   |   |  |       |  
|At November 30, 2008                   |  | 4.7                  |  | 0.9               |   |  | 5.6   |  
|                                       |  |                      |  |                   |   |  |       |  
|                                       |  |                      | 
|Amortisation:                          |  |                      |  |                   |   |  |       |  
|At December 1, 2006                    |  | 1.3                  |  | 0.3               |   |  | 1.6   |  
|Charge for the year                    |  | 0.3                  |  |                  |   |  | 0.3   |  
|                                       |  |                      |  |                   |   |  |       |  
|                                       |  |                      | 
|At November 30, 2007                   |  | 1.6                  |  | 0.3               |   |  | 1.9   |  
|Charge for the year                    |  | 0.2                  |  |                  |   |  | 0.2   |  
|Retirement                             |  |                     |  | (0.3              | ) |  | (0.3  | )
|                                       |  |                      |  |                   |   |  |       |  
|At November 30, 2008                   |  | 1.8                  |  |                  |   |  | 1.8   |  
|                                       |  |                      |  |                   |   |  |       |  
|Carrying amount:                       |  |                      |  |                   |   |  |       |  
|At November 30, 2007                   |  | 3.1                  |  | 0.6               |   |  | 3.7   |  
|                                       |  |                      |  |                   |   |  |       |  
|At November 30, 2008                   |  | 2.9                  |  | 0.9               |   |  | 3.8   |  
|                                       |  |                      |  |                   |   |  |       |  

There were net intangible assets as at November 30, 2008 of $3.8 million (2007:
$3.7 million), of which $2.9 million (2007: $3.1 million) related to Sonamet representing the fair value of a lease access premium for the Lobito Yard in Angola. This intangible asset has a useful life of 18 years as of the first date of
consolidation in fiscal year 2004 and is amortised on a straight-line basis. The amortisation expense of $0.2 million (2007: $0.3 million) is included within operating expenses in the consolidated income statement. The amortisation expense is
expected to be $0.3 million in fiscal year 2009 and for each of the four years thereafter.



F-38



---

Notes to the Consolidated Financial Statements(Continued)



15. Property, plant and equipment



|                                    |  |                           |   |  |                    |   |  |                  |   |  |             |   |  |         |  
|----------------------------------- |  | ------------------------- | - |  | ------------------ | - |  | ---------------- | - |  | ----------- | - |  | ------- | -
|For the fiscal year (in $ millions) |  | Constructionsupport ships |   |  | Operatingequipment |   |  | Landandbuildings |   |  | Otherassets |   |  | Total   |  
|Cost:                               |  |                           |   |  |                    |   |  |                  |   |  |             |   |  |         |  
|At December 1, 2006                 |  | 639.4                     |   |  | 445.7              |   |  | 41.8             |   |  | 27.8        |   |  | 1,154.7 |  
|Additions                           |  | 29.3                      |   |  | 189.2              |   |  | 2.4              |   |  | 14.9        |   |  | 235.8   |  
|Exchange differences                |  | 2.3                       |   |  | 11.9               |   |  | 1.3              |   |  | 2.1         |   |  | 17.6    |  
|Disposals                           |  | (30.1                     | ) |  | (11.6              | ) |  | (1.6             | ) |  | (0.4        | ) |  | (43.7   | )
|Reclassified as held for sale       |  |                          |   |  |                   |   |  | (1.6             | ) |  |            |   |  | (1.6    | )
|Transfers                           |  | 1.8                       |   |  | 1.6                |   |  | (5.9             | ) |  | (0.4        | ) |  | (2.9    | )
|                                    |  |                           |   |  |                    |   |  |                  |   |  |             |   |  |         |  
|                                    |  |                           |   |  |                   
|At November 30, 2007                |  | 642.7                     |   |  | 636.8              |   |  | 36.4             |   |  | 44.0        |   |  | 1,359.9 |  
|Additions                           |  | 180.1                     |   |  | 123.4              |   |  | 6.6              |   |  | 16.5        |   |  | 326.6   |  
|Exchange differences                |  | (12.7                     | ) |  | (53.1              | ) |  | (4.6             | ) |  | (9.3        | ) |  | (79.7   | )
|Disposals                           |  | (4.4                      | ) |  | (15.3              | ) |  | (11.7            | ) |  | (1.6        | ) |  | (33.0   | )
|Reclassified as held for sale       |  | (131.0                    | ) |  |                   |   |  |                 |   |  |            |   |  | (131.0  | )
|Transfers                           |  | (9.5                      | ) |  | 3.9                |   |  | (0.5             | ) |  |            |   |  | (6.1    | )
|                                    |  |                           |   |  |                    |   |  |                  |   |  |             |   |  |         |  
|At November 30, 2008                |  | 665.2                     |   |  | 695.7              |   |  | 26.2             |   |  | 49.6        |   |  | 1,436.7 |  
|                                    |  |                           |   |  |                    |   |  |                  |   |  |             |   |  |         |  
|Accumulated depreciation:           |  |                           |   |  |                    |   |  |                  |   |  |             |   |  |         |  
|At December 1, 2006                 |  | 285.3                     |   |  | 168.2              |   |  | 12.7             |   |  | 15.3        |   |  | 481.5   |  
|Charge for the year                 |  | 43.4                      |   |  | 38.5               |   |  | 2.0              |   |  | 7.1         |   |  | 91.0    |  
|Exchange differences                |  | 1.1                       |   |  | 6.9                |   |  | 0.5              |   |  | 1.2         |   |  | 9.7     |  
|Impairment                          |  |                          |   |  | 0.3                |   |  |                 |   |  |            |   |  | 0.3     |  
|Eliminated on disposals             |  | (26.0                     | ) |  | (10.5              | ) |  | (1.2             | ) |  | (0.3        | ) |  | (38.0   | )
|Reclassified as held for sale       |  |                          |   |  |                   |   |  | (0.5             | ) |  |            |   |  | (0.5    | )
|Transfers                           |  | 0.1                       |   |  | 1.6                |   |  |                 |   |  |            |   |  | 1.7     |  
|At November 30, 2007                |  | 303.9                     |   |  | 205.0              |   |  | 13.5             |   |  | 23.3        |   |  | 545.7   |  
|Charge for the year                 |  | 34.1                      |   |  | 69.9               |   |  | 2.1              |   |  | 9.7         |   |  | 115.8   |  
|Exchange differences                |  | (2.3                      | ) |  | (28.6              | ) |  | (1.7             | ) |  | (5.6        | ) |  | (38.2   | )
|Impairment                          |  |                          |   |  | 2.8                |   |  |                 |   |  |            |   |  | 2.8     |  
|Reversal of impairment              |  | (14.3                     | ) |  |                   |   |  |                 |   |  |            |   |  | (14.3   | )
|Eliminated on disposals             |  | (4.2                      | ) |  | (14.5              | ) |  | (5.9             | ) |  | (1.5        | ) |  | (26.1   | )
|Reclassified as held for sale       |  | (56.6                     | ) |  |                   |   |  |                 |   |  |            |   |  | (56.6   | )
|Transfers                           |  | 5.8                       |   |  | (6.1               | ) |  |                 |   |  | 0.3         |   |  |        |  
|                                    |  |                           |   |  |                    |   |  |                  |   |  |             |   |  |         |  
|At November 30, 2008                |  | 266.4                     |   |  | 228.5              |   |  | 8.0              |   |  | 26.2        |   |  | 529.1   |  
|                                    |  |                           |   |  |                    |   |  |                  |   |  |             |   |  |         |  
|Carrying amount:                    |  |                           |   |  |                    |   |  |                  |   |  |             |   |  |         |  
|At November 30, 2007                |  | 338.8                     |   |  | 431.8              |   |  | 22.9             |   |  | 20.7        |   |  | 814.2   |  
|                                    |  |                           |   |  |                    |   |  |                  |   |  |             |   |  |         |  
|At November 30, 2008                |  | 398.8                     |   |  | 467.2              |   |  | 18.2             |   |  | 23.4        |   |  | 907.6   |  
|                                    |  |                           |   |  |                    |   |  |                  |   |  |             |   |  |         |  

In fiscal year 2008 impairment charges were recorded from operations in respect of
property, plant and equipment assets of $2.8 million and an impairment reversal of $14.3 million as follows:



| |  |  | Under-utilised operating equipment  $1.8 million: A Deep Modular Advanced Tie-In System was identified to be under-utilised with no anticipated
utilisation for 2009 onwards. In the fourth quarter of 2008 an impairment charge of $1.8 million was recorded to reduce the net book value of the asset to $nil.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



F-39



---

Notes to the Consolidated Financial Statements(Continued)



| |  |  | Operating equipment  $1.0 million: the equipment represents four generators and generating sets which were purchased for the Acergy Piper.
Following the classification of the Acergy Piper as an asset held for sale in the fourth quarter of 2008, it was anticipated the generators would be underutilised in the future. Therefore, an impairment charge of $1.0 million was recorded to reduce
the net book value to $2.0 million, the estimated current market value.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Prior to the classification of the Acergy Piper as an asset held for sale (refer to Note 20 Assets classified as held for sale), an
impairment of $14.3 million, as recorded in 2003, was reversed. This has been included within Note 12 Discontinued operations.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In fiscal year 2007 impairment charges were recorded from operations in respect of property, plant and equipment assets of $0.3 million, as follows:



| |  |  | Bucksburn land and buildings  $0.2 million: An impairment charge was recorded in the second quarter of fiscal year 2007 of $0.2 million to reduce
the net book value to $8.3 million, which is the expected proceeds from the disposal of these assets, following the decision to relocate the offices in Aberdeen, Scotland.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Under-utilised mobile equipment  $0.1 million: A 120 tonne tensioner was identified to be under-utilised, and with no anticipated utilisation for
fiscal year 2008. The hydraulic power unit of the tensioner was also damaged beyond repair. As a result of the under-utilisation and the costs to repair the power unit, an impairment charge of $0.1 million was recorded in the fourth quarter to
reduce the net book value of the asset to $nil.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The carrying amount includes $156.6 million (2007: $76.3
million) in respect of assets in the course of construction.

At November 30, 2008, the Group had entered into
contractual commitments for the acquisition of property, plant and equipment amounting to $130.0 million (2007: $110.0 million) (Refer to Note 35 Commitments and contingent liabilities).

16. Interest in associates and joint ventures

Investment in associates and joint ventures



|                                                 |  |          |  |                         |  |               |  |             |  |       |  |      
|------------------------------------------------ |  | -------- |  | ----------------------- |  | ------------- |  | ----------- |  | ----- |  | -----
|For the fiscal year (in $ millions)              |  | Country  |  | Acergy Business Segment |  |               |  | Ownership % |  | 2008  |  | 2007 
|Mar Profundo Girassol (MPG)                    |  | Angola   |  | AFMED                   |  | Joint Venture |  | 50          |  |      |  |     
|Dalia FPSO(a)                                    |  | Angola   |  | AFMED                   |  | Associate     |  | 17.5        |  | 4.3   |  | 6.4  
|Global Oceon Engineers Nigeria Limited (Oceon) |  | Nigeria  |  | AFMED                   |  | Associate     |  | 40          |  |      |  |     
|Acergy/Subsea 7                                  |  | Norway   |  | NEC                     |  | Joint Venture |  | 50          |  | 2.6   |  | 2.5  
|Acergy Havila Limited (Acergy Havila)          |  | Cyprus   |  | NEC                     |  | Joint Venture |  | 50          |  |      |  |     
|SapuraAcergy                                     |  | Malaysia |  | AME                     |  | Joint Venture |  | 50          |  |      |  |     
|Seaway Heavy Lifting (SHL)                     |  | Cyprus   |  | CORP                    |  | Joint Venture |  | 50          |  | 64.6  |  | 53.5 
|NKT Flexibles I/S (NKT Flexibles)              |  | Denmark  |  | CORP                    |  | Joint Venture |  | 49          |  | 68.7  |  | 44.0 
|                                                 |  |          |  |                         |  |               |  |             |  |       |  |      
|Total                                            |  |          |  |                         |  |               |  |             |  | 140.2 |  | 106.4
|                                                 |  |          |  |                         |  |               |  |             |  |       |  |      



|(a) | Acergy owns 17.5% and has a significant influence in Dalia FPSO. Acergy has a veto on decision-making as decisions require unanimous agreement.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------



F-40



---

Notes to the Consolidated Financial Statements(Continued)



The movement in the balance of equity investments, including long-term advances during
the fiscal years 2008 and 2007 were as follows:



|                                                           |  |       |   |  |       |  
|---------------------------------------------------------- |  | ----- | - |  | ----- | -
|For the fiscal year (in $ millions)                        |  | 2008  |   |  | 2007  |  
|At December 1                                              |  | 106.4 |   |  | 76.9  |  
|Share in net income from associates and joint ventures     |  | 63.0  |   |  | 31.5  |  
|Dividends distributed to the Group                         |  | (10.9 | ) |  | (40.6 | )
|Increase in investment                                     |  |      |   |  | 34.5  |  
|Gain on sale of assets                                     |  |      |   |  | (0.7  | )
|Reclassification of negative equity balance as liabilities |  | 19.8  |   |  | 1.5   |  
|Change in fair value of derivative instruments             |  | (23.7 | ) |  | 0.2   |  
|Impact of currency translation                             |  | (14.4 | ) |  | 3.1   |  
|                                                           |  |       |   |  |       |  
|At November 30                                             |  | 140.2 |   |  | 106.4 |  
|                                                           |  |       |   |  |       |  

Share in net income of associates and joint ventures:



|                                    |  |       |   |  |       |  
|----------------------------------- |  | ----- | - |  | ----- | -
|For the fiscal year (in $ millions) |  | 2008  |   |  | 2007  |  
|MPG                                 |  |      |   |  | (0.1  | )
|Dalia FPSO                          |  | 0.6   |   |  | 3.4   |  
|Oceon                               |  | (0.9  | ) |  | (0.5  | )
|Acergy/Subsea 7(a)                  |  | 3.5   |   |  | 12.3  |  
|Acergy Havila                       |  |      |   |  |      |  
|SapuraAcergy                        |  | (15.4 | ) |  | (10.3 | )
|SHL                                 |  | 29.6  |   |  | 8.8   |  
|NKT Flexibles(b)                    |  | 45.6  |   |  | 17.9  |  
|                                    |  |       |   |  |       |  
|Total                               |  | 63.0  |   |  | 31.5  |  
|                                    |  |       |   |  |       |  



|(a) | Includes the result of Acergy/Subsea 7 of $3.5 million for 2008 (2007: $2.9 million), H7 By-Pass project of $nil for 2008 (2007: $7.6 million) and Consortium agreement
of $nil for 2008 (2007: $1.8 million).
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | Taxation in respect of the NKT Flexibles joint venture, which has a legal status of a partnership, has been included in the results of the relevant subsidiary, which
holds the investment in the joint venture.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Dividend distributed to the Group

In fiscal year 2008 we received a total of $10.9 million dividends from four joint ventures (two with Acergy/Subsea 7, one from NKT
Flexibles, and one from Dalia FPSO).

In fiscal year 2007 we received a total of $40.6 million dividends from seven joint
ventures (three with Acergy/Subsea 7, and one from each of the following: NKT Flexibles, MPG, Kingfisher D.A., and SHL). $15.6 million of the SHL dividend was used to increase the Groups investment in this venture and $0.8 million of the MPG
dividend was offset against a receivable balance.



F-41



---

Notes to the Consolidated Financial Statements(Continued)



Increase in investment

In the fiscal year 2008 there was no additional investment in our joint ventures except for a $15.1 million cash advance to SapuraAcergy. The
Group has additional commitments to the SHL joint venture as described in Note 35 Commitments and contingent liabilities.

In the fiscal year 2007, the Group and our joint venture partner K&S Baltic Offshore (Cyprus) Limited, increased the investment in SHL to contribute to the construction of the new heavy lift barge Oleg Strashnov. The Groups
contribution was $34.4 million which was satisfied by a cash contribution of $18.8 million and $15.6 million in lieu of a dividend due from SHL. $0.1 million was also invested in a new joint venture Oceon with our joint venture partner Petrolog
Engineering Services Ltd in Nigeria.

Significant restrictions

No dividend is payable by SHL until the delivery of the new ship Oleg Strashnov expected in March 2010. During this period any
dividend that is payable is directly to be reinvested in the joint venture.

SapuraAcergy is regulated by the central bank of
Malaysia on repatriation of funds. Dividends are not subject to withholding taxes.

Capital commitments

SHL has entered into a ship building contract for the heavy lift vessel to be named Oleg Strashnov amounting to Euro 286.0 million
($363.0 million).

As at November 30, 2008 instalments representing 50% of the contract value were paid.

The investment is financed by a Revolving Credit and Guarantee Facility of $30.0 million and ¤140 million ($178.0 million) plus $180
million Buyer Credit Facility. This is a non recourse financing agreement.

Reclassification of negative equity balance

The Group accrues losses in excess of the investment value when we are committed to provide ongoing financial support
to the joint venture.

In fiscal year 2008 a $19.8 million reclassification was recorded against long-term funding, $19.0
million for SapuraAcergy and $0.8 million for Oceon.

The Groups share of any net liabilities of joint ventures is
classified as trade payables or other liabilities. Accordingly, a $1.5 million reclassification was recorded in fiscal year 2007 in respect of our share of liabilities, $1.0 million for SapuraAcergy, $0.4 million for Oceon and $0.1 million for MPG.

Impact of currency translation

This relates to the translation of investments in the equity of joint ventures which have a functional currency other than the US dollar, and relates mainly to NKT Flexibles.



F-42



---

Notes to the Consolidated Financial Statements(Continued)



Summarised financial information

Summarised financial information for associates and joint ventures, representing 100% of the respective amounts included in their financial
statements, is as follows:

Aggregated financial data for associates and joint ventures



|                                    |  |        |   |  |        |  
|----------------------------------- |  | ------ | - |  | ------ | -
|For the fiscal year (in $ millions) |  | 2008   |   |  | 2007   |  
|Revenue                             |  | 757.7  |   |  | 537.9  |  
|Operating expenses                  |  | (524.5 | ) |  | (350.6 | )
|                                    |  |        |   |  |        |  
|Gross profit                        |  | 233.2  |   |  | 187.3  |  
|                                    |  |        |   |  |        |  
|Other income                        |  | 64.8   |   |  | 9.1    |  
|Other expenses                      |  | (139.3 | ) |  | (109.5 | )
|                                    |  |        |   |  |        |  
|Net income                          |  | 158.7  |   |  | 86.9   |  
|                                    |  |        |   |  |        |  

Aggregated balance sheet data for associates and joint ventures



|                                    |  |         |  |      
|----------------------------------- |  | ------- |  | -----
|For the fiscal year (in $ millions) |  | 2008    |  | 2007 
|Current assets                      |  | 516.3   |  | 430.1
|Non-current assets                  |  | 593.1   |  | 399.7
|                                    |  |         |  |      
|Total assets                        |  | 1,109.4 |  | 829.8
|                                    |  |         |  |      
|Current liabilities                 |  | 341.4   |  | 296.0
|Non-current liabilities             |  | 442.3   |  | 288.8
|                                    |  |         |  |      
|Total liabilities                   |  | 783.7   |  | 584.8
|                                    |  |         |  |      

Transactions with associates and joint ventures

Certain contractual services are conducted with joint ventures for commercial reasons.

In fiscal year 2008 the income statement data for the joint ventures presented above includes expenses related to transactions for charter
hire of $21.3 million (2007: $14.6 million) and other expenses including general and administrative charges $47.4 million (2007: $48.9 million).

Joint ventures received in fiscal year 2008 $28.2 million (2007: $51.6 million) in respect of goods and services provided.

As at November 30, 2008 the balance sheet data includes amounts payable to joint ventures of $8.8 million (2007: $nil) and current amounts receivable of $22.8 million (2007: $17.5 million) (refer to
Note 19 Trade and other receivables) and non-current amounts receivable of $16.6 million (2007: $21.3 million) (refer to Note 17 Advances and receivables).



F-43



---

Notes to the Consolidated Financial Statements(Continued)



17. Advances and receivables



|                                                                         |  |      |  |     
|------------------------------------------------------------------------ |  | ---- |  | ----
|For the fiscal year (in $ millions)                                      |  | 2008 |  | 2007
|Non-current amounts due from associates and joint ventures (see Note 16) |  | 16.6 |  | 21.3
|Capitalised fees for long-term loan facilities                           |  | 4.0  |  | 4.6 
|Deposits held by third parties                                           |  | 0.5  |  | 0.5 
|Prepaid expenses                                                         |  | 8.3  |  | 13.2
|                                                                         |  |      |  |     
|Total                                                                    |  | 29.4 |  | 39.6
|                                                                         |  |      |  |     

The fee for the loan facilities (refer to Note 29 Borrowings) is deferred
and is expensed over the periods for which each loan facility is held.

Prepaid expenses are incurred in the normal course of
business and represent expenditure which will be recognised in a period exceeding twelve months.

18. Inventories



|                                                      |  |      |  |     
|----------------------------------------------------- |  | ---- |  | ----
|For the fiscal year (in $ millions)                   |  | 2008 |  | 2007
|Materials and spares                                  |  | 25.4 |  | 20.0
|Consumables                                           |  | 13.1 |  | 9.2 
|                                                      |  |      |  |     
|Total                                                 |  | 38.5 |  | 29.2
|                                                      |  |      |  |     
|Total amount of inventory charged to income statement |  | 60.6 |  | 45.0
|                                                      |  |      |  |     
|Write-down on inventory charged to income statement   |  | 3.3  |  | 0.3 
|                                                      |  |      |  |     

The inventories include a reserve as at November 30, 2008 of $3.5 million (2007:
$2.2 million). During the fiscal year 2008 $2.0 million (2007: $0.9 million) of the inventory reserve was reversed due to slow moving items which were subsequently consumed during the fiscal year.

There are no inventories pledged as security for liabilities.

19. Trade and other receivables



|                                                                     |  |       |   |  |       |  
|-------------------------------------------------------------------- |  | ----- | - |  | ----- | -
|For the fiscal year (in $ millions)                                  |  | 2008  |   |  | 2007  |  
|Trade receivables                                                    |  | 298.7 |   |  | 420.6 |  
|Allowance for doubtful debts                                         |  | (1.1  | ) |  | (2.2  | )
|                                                                     |  |       |   |  |       |  
|Net trade receivables                                                |  | 297.6 |   |  | 418.4 |  
|Current amounts due from associates and joint ventures (see Note 16) |  | 22.8  |   |  | 17.5  |  
|Tax receivables                                                      |  |      |   |  | 1.1   |  
|Other taxes receivable                                               |  | 14.2  |   |  | 32.8  |  
|Other receivables                                                    |  | 19.9  |   |  | 15.3  |  
|                                                                     |  |       |   |  |       |  
|Total                                                                |  | 354.5 |   |  | 485.1 |  
|                                                                     |  |       |   |  |       |  



F-44



---

Notes to the Consolidated Financial Statements(Continued)



The carrying amount of net trade receivables approximates the fair value. The majority
of the Groups trade account receivables are companies in the oil and gas exploration and production sector. Ongoing credit evaluations are conducted on clients financial condition and the credit extended is limited as deemed necessary
without the necessity for collateral. Due to the nature of the Groups client base interest is not charged. The average credit period taken during 2008 was 39 days (2007: 57 days) which is indicative of improved cash collection performance.

Details of how the Group manages its credit risk and further analysis of the trade receivables balance can be found in Note
37 Financial instruments.

Trade receivables includes, in respect of the largest client as at November 30,
2008 $64.2 million (2007: $153.9 million), and in respect of the second largest client $52.5 million (2007: $136.2 million)

Tax receivables and other taxes receivable are for amounts refundable from the tax authorities in the various countries of operations during the next fiscal period.

Other receivables consist of advances to suppliers and amounts receivable under insurance claims.

20. Assets classified as held for sale

Assets held for sale as at November 30, 2008 were as follows:



| |  |  | Acergy Piper: a semi-submersible pipelay barge in NEC. The asset is the sole operating unit in the non-core trunkline market and was sold
January 9, 2009 for gross proceeds of $78 million. The sale of this asset forms part of discontinued operations as discussed in Note 12 Discontinued operations, which includes the impairment reversal details as well.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Balikpapan: land, buildings and office equipment in AME. The assets are expected to be sold during the fiscal year 2009 as part of the decision to
dispose of some Indonesian assets involved with shallow water and diving activities.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

As at
November 30, 2008, our disposal groups held for sale comprised assets of $75.5 million (2007: $1.1 million), which are detailed as follows:



|                                    |  |      |  |     
|----------------------------------- |  | ---- |  | ----
|For the fiscal year (in $ millions) |  | 2008 |  | 2007
|Property, plant and equipment       |  | 75.5 |  | 1.1 
|                                    |  |      |  |     
|Total assets held for sale          |  | 75.5 |  | 1.1 
|                                    |  |      |  |     

The total liabilities associated with the assets classified as held for sale is $nil
(2007: $nil).

The allocation of assets held for sale by segment is as follows:



|                                    |  |            |  |                 |  |            |  |                
|----------------------------------- |  | ---------- |  | --------------- |  | ---------- |  | ---------------
|For the fiscal year (in $ millions) |  | 2008Assets |  | 2008Liabilities |  | 2007Assets |  | 2007Liabilities
|AME                                 |  | 1.1        |  |                |  | 1.1        |  |               
|NEC                                 |  | 74.4       |  |                |  |           |  |               
|                                    |  |            |  |                 |  |            |  |                
|Total assets held for sale          |  | 75.5       |  |                |  | 1.1        |  |               
|                                    |  |            |  |                 |  |            |  |                



F-45



---

Notes to the Consolidated Financial Statements(Continued)



21. Other accrued income and prepaid expenses



|                                     |  |       |  |      
|------------------------------------ |  | ----- |  | -----
|For the fiscal year (in $ millions)  |  | 2008  |  | 2007 
|Construction contracts (see Note 22) |  | 156.6 |  | 248.0
|Unbilled revenue                     |  | 60.6  |  | 14.3 
|Prepaid expenses                     |  | 16.3  |  | 11.1 
|                                     |  |       |  |      
|Total                                |  | 233.5 |  | 273.4
|                                     |  |       |  |      

Unbilled revenue relates to completed work which has not yet been billed to
customers.

Prepaid expenses are incurred in the normal course of business and represents expenditure which has been deferred
and will be recognised within the next fiscal year.

22. Construction contracts



|                                                                                                      |  |          |   |  |          |  
|----------------------------------------------------------------------------------------------------- |  | -------- | - |  | -------- | -
|For the fiscal year (in $ millions)                                                                   |  | 2008     |   |  | 2007     |  
|Contracts in progress at balance sheet date:                                                          |  |          |   |  |          |  
|Amounts due from contract clients included in other accrued income and prepaid expenses (see Note 21) |  | 156.6    |   |  | 248.0    |  
|Deferred revenue recognised under construction contracts (see Note 41)                                |  | (245.8   | ) |  | (185.8   | )
|                                                                                                      |  |          |   |  |          |  
|Total                                                                                                 |  | (89.2    | ) |  | 62.2     |  
|Contract costs incurred plus recognised net incomes less recognised losses to date                    |  | 3,516.8  |   |  | 4,051.2  |  
|Less: progress billings                                                                               |  | (3,606.0 | ) |  | (3,989.0 | )
|                                                                                                      |  |          |   |  |          |  
|Total                                                                                                 |  | (89.2    | ) |  | 62.2     |  
|                                                                                                      |  |          |   |  |          |  

As at November 30, 2008 $nil (2007: $2.6 million) of revenue relating to
unsettled claims was included in reported revenue or receivables that has not been subsequently collected in full.

As at
November 30, 2008 retentions held by customers for contract work amounted to $54.2 million (2007: $54.7 million). Advances received from customers for contract work amounted to $59.8 million (2007: $31.6 million) (refer to Note 41
Deferred revenue).

As at November 30, 2008 $nil (2007: $nil) included in trade and other receivables and
arising from construction contracts are due for settlement after more than twelve months.

As at November 30, 2008 a
total of $22.6 million (2007: $19.8 million) was recorded for losses expected at completion.

23. Restricted cash balances



|                                    |  |      |  |     
|----------------------------------- |  | ---- |  | ----
|For the fiscal year (in $ millions) |  | 2008 |  | 2007
|Restricted cash balances            |  | 11.0 |  | 8.9 



F-46



---

Notes to the Consolidated Financial Statements(Continued)



Restricted cash balances comprise both funds held in a separate bank account, which will
be used to settle accrued taxation liabilities, and deposits made by us as security for certain third-party obligations. There are no other significant conditions on the restricted cash balances.

24. Cash and cash equivalents



|                                    |  |       |  |      
|----------------------------------- |  | ----- |  | -----
|For the fiscal year (in $ millions) |  | 2008  |  | 2007 
|Cash at bank and in hand            |  | 573.0 |  | 582.7

Cash and cash equivalents comprise cash at banks, cash in hand and short-term highly
liquid deposits with an original maturity of three months or less and readily convertible to known amounts of cash. Additional information on credit risk management and interest rate risk management is included in Note 37 Financial
instruments.

25. Issued share capital

Authorised shares



|                                          |  |                     |  |                   |  |                     |  |                  
|----------------------------------------- |  | ------------------- |  | ----------------- |  | ------------------- |  | -----------------
|For the fiscal year                       |  | 2008Number ofshares |  | 2008in $ millions |  | 2007Number ofshares |  | 2007in $ millions
|Authorised common shares, $2.00 par value |  | 230,000,000         |  | 460.0             |  | 230,000,000         |  | 460.0            
|                                          |  |                     |  |                   |  |                     |  |                  

Issued shares



|                                               |  |                     |  |                   |  |                     |  |                  
|---------------------------------------------- |  | ------------------- |  | ----------------- |  | ------------------- |  | -----------------
|For the fiscal year                            |  | 2008Number ofshares |  | 2008in $ millions |  | 2007Number ofshares |  | 2007in $ millions
|Fully paid and issued common shares            |  | 194,953,972         |  | 389.9             |  | 194,953,972         |  | 389.9            
|                                               |  |                     |  |                   |  |                     |  |                  
|The issued common shares consist of:           |  |                     |  |                   |  |                     |  |                  
|Common shares excluding own shares (see below) |  | 182,816,093         |  | 365.6             |  | 188,018,444         |  | 376.0            
|Own shares (see Note 28)                       |  | 12,137,879          |  | 24.3              |  | 6,935,528           |  | 13.9             
|                                               |  |                     |  |                   |  |                     |  |                  
|Total                                          |  | 194,953,972         |  | 389.9             |  | 194,953,972         |  | 389.9            
|                                               |  |                     |  |                   |  |                     |  |                  

The Company has one class of ordinary shares which carry no right to fixed income.

The common shares (excluding own shares) outstanding are as follows:



|                                  |  |                      |   |  |                     |  
|--------------------------------- |  | -------------------- | - |  | ------------------- | -
|For the fiscal year               |  | 2008Number of shares |   |  | 2007Numberof shares |  
|Balance at December 1             |  | 188,018,444          |   |  | 192,713,204         |  
|Own shares bought (see Note 26)   |  | (6,374,100           | ) |  | (8,098,625          | )
|Own shares reissued (see Note 26) |  | 1,171,749            |   |  | 2,957,018           |  
|New shares issued                 |  |                     |   |  | 446,847             |  
|                                  |  |                      |   |  |                     |  
|Balance at November 30            |  | 182,816,093          |   |  | 188,018,444         |  
|                                  |  |                      |   |  |                     |  



F-47



---

Notes to the Consolidated Financial Statements(Continued)



26. Own shares

On September 11, 2006 the commencement of a share buyback program was announced, which allowed for the purchase of up to a maximum of
10% of our issued share capital, pursuant to the standing authorisation granted to the Board at the Annual General Meeting held on May 15, 2006.

The share buyback program was completed during fiscal year 2008. A total of 15.4 million shares for a total consideration of $301.6 million were repurchased. These were open market repurchases on the
Oslo Stock Exchange.

The own shares reserve represents the purchase of the Companys own common shares at the market
price on the date of purchase and the movements are shown in the table below:



|                                                          |  |                     |   |  |                  |   |  |                     |   |  |                  |  
|--------------------------------------------------------- |  | ------------------- | - |  | ---------------- | - |  | ------------------- | - |  | ---------------- | -
|For the fiscal year                                       |  | 2008Number ofshares |   |  | 2008in $millions |   |  | 2007Number ofshares |   |  | 2007in $millions |  
|Balance at December 1                                     |  | 6,935,528           |   |  | 111.2            |   |  | 1,793,921           |   |  | 17.5             |  
|Number of shares acquired in the period                   |  | 6,374,100           |   |  | 138.3            |   |  | 8,098,625           |   |  | 146.8            |  
|Number of shares reissued                                 |  | (1,171,749          | ) |  | (20.1            | ) |  | (2,957,018          | ) |  | (53.1            | )
|                                                          |  |                     |   |  |                  |   |  |                     |   |  |                  |  
|Balance at November 30                                    |  | 12,137,879          |   |  | 229.4            |   |  | 6,935,528           |   |  | 111.2            |  
|                                                          |  |                     |   |  |                  |   |  |                     |   |  |                  |  
|Consisting of:                                            |  |                     |   |  |                  |   |  |                     |   |  |                  |  
|Common shares held as treasury shares                     |  | 11,258,758          |   |  |                 |   |  | 6,056,407           |   |  |                 |  
|Common shares held by an indirect wholly-owned subsidiary |  | 879,121             |   |  |                 |   |  | 879,121             |   |  |                 |  
|                                                          |  |                     |   |  |                  |   |  |                     |   |  |                  |  
|Total                                                     |  | 12,137,879          |   |  |                 |   |  | 6,935,528           |   |  |                 |  
|                                                          |  |                     |   |  |                  |   |  |                     |   |  |                  |  

Of the balance of 12,137,879 common shares (2007: 6,935,528 common shares) held at
November 30, 2008 included 879,121 common shares (2007: 879,121 common shares) held indirectly by a wholly-owned subsidiary of Acergy S.A.

Luxembourg law requires that 5% of our unconsolidated net income each year is allocated to a legal reserve before declaration of dividends. This requirement continues until the reserve is 10% of our
stated capital, as represented by common shares, after which no further allocations are required until further issuance of shares. The legal reserve may also be satisfied by allocation of the required amount at the issuance of shares or by a
transfer from paid-in surplus. The legal reserve is not distributable. The legal reserve for all outstanding common shares has been satisfied and appropriate allocations are made to the legal reserve account at the time of each issuance of new
shares.



F-48



---

Notes to the Consolidated Financial Statements(Continued)



27. Movements in reserves



|                                                                                          |  |                 |   |  |                 |  |                     |   |  |                |   |  |                                        |  
|----------------------------------------------------------------------------------------- |  | --------------- | - |  | --------------- |  | ------------------- | - |  | -------------- | - |  | -------------------------------------- | -
|For the fiscal year (in $ millions)                                                       |  | Paid in surplus |   |  | Equity reserves |  | Translationreserves |   |  | Other reserves |   |  | Retainedearnings /(accumulateddeficit) |  
|December 1, 2006                                                                          |  | 480.0           |   |  | 110.7           |  |                    |   |  | (28.1          | ) |  | (137.1                                 | )
|Share based compensation                                                                  |  | 7.3             |   |  |                |  |                    |   |  |               |   |  |                                       |  
|Exercise of share options                                                                 |  | 1.5             |   |  |                |  |                    |   |  |               |   |  |                                       |  
|Exchange differences on translation of foreign operations                                 |  |                |   |  |                |  | 21.4                |   |  |               |   |  |                                       |  
|Reclassification of foreign currency translation adjustments upon liquidation of entities |  |                |   |  |                |  | (1.4                | ) |  |               |   |  |                                       |  
|Share of derivative hedge losses from associates and joint ventures                       |  |                |   |  |                |  |                    |   |  | 0.2            |   |  |                                       |  
|Gains on derivative financial instruments (cash flow hedges)                              |  |                |   |  |                |  |                    |   |  | 0.4            |   |  |                                       |  
|Actuarial gains on defined benefit pension schemes                                        |  |                |   |  |                |  |                    |   |  | 7.3            |   |  |                                       |  
|Tax effects                                                                               |  | 4.1             |   |  |                |  | 9.1                 |   |  | (1.7           | ) |  |                                       |  
|Income attributable to equity holders                                                     |  |                |   |  |                |  |                    |   |  |               |   |  | 127.3                                  |  
|Dividends declared and paid                                                               |  |                |   |  |                |  |                    |   |  |               |   |  | (37.5                                  | )
|Loss on reissuance of own shares                                                          |  |                |   |  |                |  |                    |   |  |               |   |  | (41.3                                  | )
|                                                                                          |  |                 |   |  |                 |  |                     |   |  |                |   |  |                                        |  
|November 30, 2007                                                                         |  | 492.9           |   |  | 110.7           |  | 29.1                |   |  | (21.9          | ) |  | (88.6                                  | )
|Share based compensation                                                                  |  | 7.5             |   |  |                |  |                    |   |  |               |   |  |                                       |  
|Exchange differences on translation of foreign operations                                 |  |                |   |  |                |  | (82.8               | ) |  |               |   |  |                                       |  
|Reclassification of foreign currency translation adjustments upon liquidation of entities |  |                |   |  |                |  | (0.3                | ) |  |               |   |  |                                       |  
|Share of derivative hedge losses from associates or joint ventures                        |  |                |   |  |                |  |                    |   |  | (23.7          | ) |  |                                       |  
|Losses on derivative financial instruments (cash flow hedges)                             |  |                |   |  |                 |  |                    |   |  | (23.3          | ) |  |                                       |  
|Actuarial losses on defined benefit pension schemes                                       |  |                |   |  |                |  |                    |   |  | (11.1          | ) |  |                                       |  
|Tax effects                                                                               |  | (1.7            | ) |  |                |  | (16.4               | ) |  | 9.6            |   |  |                                       |  
|Income attributable to equity holders                                                     |  |                |   |  |                |  |                    |   |  |               |   |  | 301.4                                  |  
|Dividends declared and paid                                                               |  |                |   |  |                |  |                    |   |  |               |   |  | (38.3                                  | )
|Loss on reissuance of own shares                                                          |  |                |   |  |                |  |                    |   |  |               |   |  | (15.9                                  | )
|                                                                                          |  |                 |   |  |                 |  |                     |   |  |                |   |  |                                        |  
|November 30, 2008                                                                         |  | 498.7           |   |  | 110.7           |  | (70.4               | ) |  | (70.4          | ) |  | 158.6                                  |  
|                                                                                          |  |                 |   |  |                 |  |                     |   |  |                |   |  |                                        |  

Paid in surplus

This is inclusive of the Groups activities based on its share based payments arising from the share option plans which are available to
various staff members within the Group.

Equity reserves

This reserve represents the equity component of the convertible loan notes (refer to Note 30 Convertible loan notes).



F-49



---

Notes to the Consolidated Financial Statements(Continued)



Translation reserves

Exchange differences arise upon the translation of foreign entities currency into the Groups functional currency.

Other reserves

Other reserves relate to (inclusive of any tax effects):



| |  |  | the net cumulative gains or losses effect by the hedging activity entered into by the Group
| | - |  | -------------------------------------------------------------------------------------------



| |  |  | actuarial gains or losses incurred on the Groups defined benefit pension schemes
| | - |  | ---------------------------------------------------------------------------------



| |  |  | the Groups share of other comprehensive losses from its associates and joint ventures.
| | - |  | ---------------------------------------------------------------------------------------

Retained earnings / (accumulated deficit)

The directors propose that a dividend of $0.22 per share will be paid to shareholders in June 2009. This dividend is subject to approval by shareholders and has not been included as a liability in these
consolidated financial statements. The total estimated dividend to be paid is $40.2 million (refer to Note 44 Post balance sheet events).

During fiscal year 2008 1,171,749 own shares (2007: 2,957,018 own shares) purchased for $20.1 million (2007: $53.1 million) were reissued for a consideration of $4.2 million (2007: $11.8 million).

On May 23, 2008 a dividend of $0.21 per share (total dividend of $38.3 million) was approved for shareholders on record
on May 29, 2008.

The consolidated retained earnings exclude undistributed earnings from joint ventures as at
November 30, 2008 of $130.2 million (2007: $63.5 million).

28. Minority interest



|                                       |  |      |   |  |      |  
|-------------------------------------- |  | ---- | - |  | ---- | -
|For the fiscal year (in $ millions)    |  | 2008 |   |  | 2007 |  
|At December 1                          |  | 18.1 |   |  | 18.7 |  
|Share of net income for the year       |  | 5.8  |   |  | 7.2  |  
|Dividends                              |  | (8.7 | ) |  | (8.7 | )
|Foreign currency exchange rate changes |  | (1.5 | ) |  | 0.9  |  
|                                       |  |      |   |  |      |  
|At November 30                         |  | 13.7 |   |  | 18.1 |  
|                                       |  |      |   |  |      |  

Acergys respective interest in subsidiaries which are not wholly owned is as
follows:



|                                                  |  |       |  |      
|------------------------------------------------- |  | ----- |  | -----
|For the fiscal year                               |  | 2008% |  | 2007%
|SonametIndustrial SA                             |  | 55.0  |  | 55.0 
|SonacergyServicos E Construcoes Petroliferas Lda |  | 55.0  |  | 55.0 
|Pelagic Nigeria Ltd                               |  | 80.0  |  | 80.0 
|Offshore Installer Nigeria Limited                |  | 60.0  |  | 60.0 
|Alto Mar Girassol(a)                              |  | 66.7  |  | 66.7 



|(a) | Alto Mar Girassol with a 66.7% interest was liquidated in December 2007.
|--- | ------------------------------------------------------------------------



F-50



---

Notes to the Consolidated Financial Statements(Continued)



29. Borrowings

Borrowings consist of:



|                                                                 |  |       |  |      
|---------------------------------------------------------------- |  | ----- |  | -----
|For the fiscal year (in $ millions)                              |  | 2008  |  | 2007 
|$500 million 2.25% convertible loan notes due 2013 (see Note 30) |  | 397.4 |  | 380.3
|Other                                                            |  | 21.9  |  | 9.5  
|                                                                 |  |       |  |      
|Total                                                            |  | 419.3 |  | 389.8
|                                                                 |  |       |  |      
|Consisting of:                                                   |  |       |  |      
|Non-current portion of borrowings                                |  | 409.2 |  | 386.6
|Current portion of borrowings                                    |  | 10.1  |  | 3.2  
|                                                                 |  |       |  |      
|Total                                                            |  | 419.3 |  | 389.8
|                                                                 |  |       |  |      

Commitment fees for any unused lines of credit expensed during fiscal year 2008 were
$0.5 million (2007: $0.3 million). The weighted average interest rate paid on the $400 million amended and restated revolving credit and guarantee facility was %nil (2007: %nil).

Facilities

The following facilities were available as at
November 30, 2008:

The $400 million amended and restated revolving credit and guarantee facility

The $400 million amended and restated revolving credit and guarantee facility, as amended on August 10, 2006 has a maturity of
August 10, 2011. The facility is guaranteed by Acergy S.A.

The facility is used for general corporate purposes including
capital expenditure, working capital and the issuance of guarantees to support contract performance obligations and other operating requirements. It provides for revolving loans of up to $100 million during the first three years, reducing to $75
million for the fourth year and further reducing to $50 million for the fifth year until the final date of maturity of August 10, 2011. Any unused amount under the revolving loan part of the facility is available for the issuance of guarantees.
Borrowings under this facility may be made in minimum increments of $5.0 million subject to the satisfaction of certain legal customary conditions. Additionally under this facility performance guarantees can be issued with a maturity no later than
February 10, 2013.

Interest on the facility is payable at LIBOR plus a margin which is linked to the ratio of net debt
to earnings before interest, taxes, depreciation and amortisation (EBITDA) and which may range from 0.8% to 1.9% per year. The margin is currently fixed at 0.8% for a period of three months from November 30, 2008 and is reviewed every
three months. The fee applicable for performance guarantees is linked to the same ratio of net debt to EBITDA and may range from 0.4% to 0.95% per year and is currently fixed at 0.4%.

$200 million multi-currency revolving guarantee facility

On February 26, 2008, the Group executed a new $200 million multi-currency revolving guarantee facility with a number of banks from the existing consortium that provided the $400 million amended and
restated revolving credit and guarantee facility. The facility is secured by a guarantee from Acergy S.A.



F-51



---

Notes to the Consolidated Financial Statements(Continued)



This facility is to be used for the issuance of performance guarantees in the ordinary
course of the Groups business. The facility has a maturity date of February 26, 2013 however performance guarantees can be issued with a maturity no later than August 26, 2014.

The fee applicable for performance guarantees is linked to the ratio of net debt to EBITDA and may range from 0.45% to 1.00% per year and is
currently fixed at 0.45%. This is subject to review every three months.

Both the facilities contain certain financial
covenants in respect of a minimum level of tangible net worth, a maximum level of net debt to EBITDA, a maximum level of total financial debt to tangible net worth, a minimum level of cash and cash equivalents and an interest cover covenant. The
requirements of the financial covenants must be met on a consolidated basis at quarterly intervals ending February 28, May 31, August 31 and November 30 of each year. In addition to the financial covenants listed above,
the facilities also contain negative pledges with respect to accounts receivable and cash and include representations, affirmative covenants and negative covenants and events of defaults which are customary for transactions of this nature and
consistent with past practice. Such covenants specifically limit mergers or transfers, incurrence of other indebtedness, investments and loans, distributions to shareholders and cash and cash equivalents that are permitted to be held by
non-obligors. There were no drawdowns under these facilities during the fiscal year 2008.

The facility utilisation is as
follows:



|                                    |  |              |  |                |  |           |  |              |  |                |  |          
|----------------------------------- |  | ------------ |  | -------------- |  | --------- |  | ------------ |  | -------------- |  | ---------
|For the fiscal year (in $ millions) |  | 2008Utilised |  | 2008Unutilised |  | 2008Total |  | 2007Utilised |  | 2007Unutilised |  | 2007Total
|Cash loans                          |  |             |  | 100.0          |  | 100.0     |  |             |  | 84.4           |  | 84.4     
|Guarantee facilities                |  | 304.1        |  | 195.9          |  | 500.0     |  | 315.6        |  |               |  | 315.6    
|                                    |  |              |  |                |  |           |  |              |  |                |  |          
|Total                               |  | 304.1        |  | 295.9          |  | 600.0     |  | 315.6        |  | 84.4           |  | 400.0    
|                                    |  |              |  |                |  |           |  |              |  |                |  |          

$15 million loan facility

On May 26, 2008 Sonamet, a joint venture entered into a $15.0 million loan facility with BAI-Banco African de Investimentos S.A. for the
construction of facilities at the companys Lobito yard. After an initial 18 month repayment grace period the loan is repayable in equal instalments over 66 months, with a final maturity of May 26, 2015. The loan carries interest at 6
month LIBOR plus 2% per year, but subject to a minimum rate of 7% and a maximum rate of 8%. The facility is not guaranteed by Acergy S.A. or any of its subsidiaries. As at November 30, 2008 $6.1 million was drawn on this facility and there
are no covenants over this facility.

Other facilities

A $9.5 million (2007: $9.5 million) unsecured loan provided by Sonangol to Sonamet bearing interest at a fixed rate of 2.75% per year and is
repaid in annual instalments for a remaining period of two years as at November 30, 2008.

During fiscal year 2008, a
facility of $0.2 million was provided to Pelagic Nigeria Ltd by Pegasus International Services Inc., the minority interest holder of this entity.

Bank overdraft and short-term lines of credit

The overdraft facilities consist of $24.7 million (2007:
$43.6 million) of which $6.1 million (2007: $nil million) were drawn as at November 30, 2008.



F-52



---

Notes to the Consolidated Financial Statements(Continued)



Guarantee arrangements with joint ventures

SapuraAcergy Sdn Bhd (SASB), is a 50/50-owned joint venture between Acergy M.S. Ltd, a subsidiary of Acergy S.A. and Nautical
Essence Sdn Bhd a subsidiary of SapuraCrest Petroleum Berhad. This joint venture has issued a Charter Guarantee guaranteeing the charter payments from the charterer of the Sapura 3000 vessel to the ship owner, Nautical Vessels Pte Ltd. (NVLP). The
limit of the guarantee is, at any time the sum of the outstanding amounts under the $240 million Facility Agreement of NVLP less US$100,000,000. Any call under the guarantee will not result in a lump sum payment being made, but the guarantors,
severally, will have to service the debt by way of charter payments due from the charterer to the ship owner until the termination date of the loan, which is February 2, 2015.

Acergy Havila Limited is a 50/50 joint venture between Acergy M.S. Ltd and Havila Shipping Pte Ltd. This joint venture has entered into a
loan facility with a group of banks led by DnB NOR Bank ASA for post-delivery financing of up to Norwegian krone 977.5 million ($139.3 million) for the purchase of a dive support vessel to be owned by the joint venture, when it is delivered in
early 2010. The facility is guaranteed severally by the investors in the joint venture.

Other guarantee arrangements

In addition to the amounts available under the $400 million amended and restated revolving credit and guarantee facility and $200 million
multi-currency revolving guarantee facility, the Group have a $30 million (2007: $30.0 million) bank guarantee facility with Credit Industriel et Commercial Bank of which $nil (2007: $nil) was utilised as at November 30, 2008. There are also a
number of unsecured local lines in Indonesia, Brazil, Madera and Nigeria for the sole uses of PT Acergy Indonesia, Acergy Brasil S.A., Sonacergy and Globestar Engineering Company (Nigeria) Limited respectively. The lines are with HSBC Indonesia
($0.5 million), HSBC Bank Brasil S.A. ($5.4 million), Banco Espirito Santo S.A. ($8.5 million) & First Bank of Nigeria plc ($10.8 million). The bonds under these facilities were issued to guarantee our project performance and that of our
subsidiaries and joint ventures to third parties in the normal course of business. The amount issued under these facilities as at November 30, 2008 was $14.6 million (2007: $57.6 million). The Group had past arrangements with a number of
financial institutions to issue bank guarantees on our behalf. As at November 30, 2008, the aggregate amount of guarantees issued under these old facilities was $13.2 million (2007: $15.1 million). There was no availability for further
issuances under these facilities.

30. Convertible loan notes

On October 11, 2006 Acergy S.A. issued a $500.0 million 2.25% convertible note due 2013. The issuance was completed on October 11,
2006 with the receipt of net proceeds after deduction of issuance related costs of $490.8 million. The issuance costs of $9.2 million have been split between the liability and equity components.

The convertible notes have an annual interest rate of 2.25% payable semi-annually in arrears on April 11 and October 11 of each
year up to and including fiscal year 2013. They were issued at 100% of their principal amount and unless previously redeemed, converted or cancelled will mature on October 11, 2013. The convertible notes are listed on the Euro MTF Market of the
Luxembourg Stock Exchange.

The noteholders were granted an option which allows them to convert the convertible notes into
common shares with an initial conversion price of $24.05 equivalent to 20,790,021 common shares, or approximately 10.7% of our existing issued share capital at the date of issue. This was subsequently revised to $23.52 following the payment of the
dividends since issuance. The conversion price will continue to be adjusted in line with market practices for this type of instrument to provide anti-dilutive adjustments for items such as payment of dividends and events such as a change
of control which can affect materially the marketability, liquidity or volatility of common shares.



F-53



---

Notes to the Consolidated Financial Statements(Continued)



There is also an option for Acergy to call the convertible notes after 4 years and 14
days from the date of issue if the price of the common shares exceeds 130% of the then prevailing conversion price over the above specified period.

The following undertakings apply:



| |  |  | unsecured but with a negative pledge provision in respect of other current and future debt to ensure that the convertible notes will rank equally with
other debt issuance;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | a cross default provision subject to a minimum threshold of $10.0 million and other events of default in connection with non-payment of the convertible
notes;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | various undertakings in connection with the term of any further issuance of common shares, continuance of the listing of the shares and the convertible
notes on recognised stock exchanges; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | provisions for the adjustment of the conversion price in certain circumstances.
| | - |  | -------------------------------------------------------------------------------

There were no conversions of these convertible notes as of November 30, 2008.

The net proceeds received from the issue of the convertible loan notes have been split between the liability element and an equity
component, representing the fair value of the embedded option to convert the liability into equity of the Group, as follows:



|                                                         |  |        |  
|-------------------------------------------------------- |  | ------ | -
|(in $ millions)                                          |  |        |  
|Principal value of convertible loan notes issued         |  | 500.0  |  
|                                                         |  |        |  
|Proceeds of issue (net of apportioned transaction costs) |  | 490.8  |  
|Liability component at date of issue                     |  | (362.4 | )
|                                                         |  |        |  
|Equity component                                         |  | 128.4  |  
|Deferred tax                                             |  | (17.7  | )
|                                                         |  |        |  
|Transfer to equity reserve (see Note 27)                 |  | 110.7  |  

The liability component is as follows:



|                                    |  |       |   |  |       |  
|----------------------------------- |  | ----- | - |  | ----- | -
|For the fiscal year (in $ millions) |  | 2008  |   |  | 2007  |  
|Liability component at December 1   |  | 380.3 |   |  | 364.5 |  
|Interest charged                    |  | 28.4  |   |  | 27.1  |  
|Interest paid                       |  | (11.3 | ) |  | (11.3 | )
|                                    |  |       |   |  |       |  
|Liability component at November 30  |  | 397.4 |   |  | 380.3 |  
|                                    |  |       |   |  |       |  

The interest charged in the year is calculated by applying an effective rate of
7.35%. The liability component is measured at amortised cost. The difference between the carrying amount of the liability component at the date of issue and the amount reported in the balance sheet at November 30, 2008 represents the effective
interest rate less interest paid to that date.

The directors estimate the fair value of the liability component of the
convertible loan notes at November 30, 2008 to be approximately $397.3 million (2007: $380.3 million). These have been recognised as borrowings within the Group (refer to Note 29 Borrowings).



F-54



---

Notes to the Consolidated Financial Statements(Continued)



31. Other non-current liabilities



|                                    |  |      |  |     
|----------------------------------- |  | ---- |  | ----
|For the fiscal year (in $ millions) |  | 2008 |  | 2007
|Non-current taxliabilities          |  |     |  | 22.4
|Accrued bonus                       |  | 3.9  |  | 11.4
|                                    |  |      |  |     
|Total                               |  | 3.9  |  | 33.8
|                                    |  |      |  |     

Non-current tax liabilities are owed to the tax authorities in the various countries
in excess of twelve months.

The accrued bonus is in relation to long-term incentive plans.

32. Trade and other liabilities



|                                   |  |       |  |      
|---------------------------------- |  | ----- |  | -----
|For the fiscal year (in $ million) |  | 2008  |  | 2007 
|Invoice accruals                   |  | 279.8 |  | 254.0
|Trade payables                     |  | 183.1 |  | 258.0
|Accrued salaries and benefits      |  | 116.3 |  | 116.9
|Withholding taxes                  |  | 28.5  |  | 36.5 
|Interest on taxes owed             |  | 9.1   |  | 9.1  
|Interest and dividends payable     |  | 13.9  |  | 9.5  
|Other taxes payable                |  | 2.2   |  |     
|Other current liabilities          |  | 18.7  |  | 17.4 
|                                   |  |       |  |      
|Total                              |  | 651.6 |  | 701.4
|                                   |  |       |  |      

The average credit period taken for trade purchases is 78 days (2007: 88 days).

The directors consider that the carrying amount of trade payables approximates to their fair value.

Accrued salaries and benefits represents employee benefits which are still due to be paid.

33. Current tax liabilities



|                                    |  |      |  |      
|----------------------------------- |  | ---- |  | -----
|For the fiscal year (in $ millions) |  | 2008 |  | 2007 
|Current tax liabilities             |  | 69.1 |  | 157.3
|                                    |  |      |  |      
|Total                               |  | 69.1 |  | 157.3
|                                    |  |      |  |      

34. Provisions



|                                    |  |       |   |  |                 |  |       |   |  |       |  
|----------------------------------- |  | ----- | - |  | --------------- |  | ----- | - |  | ----- | -
|For the fiscal year (in $ millions) |  | Legal |   |  | Decommissioning |  | Other |   |  | Total |  
|At December 1, 2007                 |  | 9.3   |   |  |                |  | 1.5   |   |  | 10.8  |  
|Additional provision in the year    |  | 1.6   |   |  | 5.2             |  | 7.7   |   |  | 14.5  |  
|Utilisation of provision            |  | (1.5  | ) |  |                |  | (0.7  | ) |  | (2.2  | )
|Unwinding of discount rate          |  |      |   |  | 0.2             |  |      |   |  | 0.2   |  
|Exchange differences                |  | (0.1  | ) |  |                |  |      |   |  | (0.1  | )
|                                    |  |       |   |  |                 |  |       |   |  |       |  
|At November 30, 2008                |  | 9.3   |   |  | 5.4             |  | 8.5   |   |  | 23.2  |  
|                                    |  |       |   |  |                 |  |       |   |  |       |  



F-55



---

Notes to the Consolidated Financial Statements(Continued)



|                                    |  |      |  |     
|----------------------------------- |  | ---- |  | ----
|For the fiscal year (in $ millions) |  | 2008 |  | 2007
|Consists of:                        |  |      |  |     
|Non-current provisions              |  | 8.0  |  | 2.0 
|Current provisions                  |  | 15.2 |  | 8.8 
|                                    |  |      |  |     
|Total                               |  | 23.2 |  | 10.8
|                                    |  |      |  |     

The legal provision comprises a number of claims made against the Group including
employee disputes and personal injury cases, where the timing of resolution is uncertain or has been estimated by the Groups legal advisors and categorised at the end of the lease accordingly. Other cases are mainly relating to the
deterioration of a rented site in Nigeria and lease payments in Warri.

The decommissioning provision is in relation to the
obligation to remove items of property, plant and equipment from leased vessels at the end of their lease. This is in accordance with IFRIC 1, Changes in existing decommissioning, restoration and similar liabilities.

Other provisions include certain warranties given on the sale of the subsidiary SCS Nigeria which expire in 2009, and payroll claims,
contract risks, redundancy costs and the liquidation of a subsidiary.

35. Commitments and contingent liabilities

Commitments

These
consist of:



| |  |  | purchase of property, plant and equipment and from external suppliers as at November 30, 2008 for $130.0 million (2007: $110.0 million).
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------



| |  |  | operating lease commitments as indicated in Note 36 Operating lease arrangements.
| | - |  | -----------------------------------------------------------------------------------



| |  |  | a credit facility to the joint venture Seaway Heavy Lifting (SHL) of an amount equal to the greater of either $2.5 million or 80% of SHLs
accounts receivable.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

Contingent liabilities

Contract disputes occur from time to time due to the nature of our activities as a contracting business involved in several long-term
projects at any given time. Provisions are made to cover the expected risk of loss to the extent that negative outcomes are likely and reliable estimates can be made. However, the final outcomes of these contract disputes are subject to
uncertainties as to whether or not they develop into a formal legal action and therefore the resulting liabilities may exceed the liability anticipated.

Furthermore, legal proceedings incidental to the ordinary conduct of business are entered into from time to time. Litigation is subject to many uncertainties, and the outcome of individual matters is not
predictable with assurance. It is reasonably possible that the final resolution of any litigation could require us to make additional expenditures in excess of reserves that have been established. In the ordinary course of business, various claims,
suits and complaints have been filed against us in addition to the ones specifically referred to above. Although the final resolution of any such other matters could have a material effect on the operating results for a particular reporting period,
it is considered that they should not materially affect our consolidated financial position.

For accounting purposes, legal
costs are expensed as incurred.



F-56



---

Notes to the Consolidated Financial Statements(Continued)



36. Operating lease arrangements

The Group as Lessee



|                                                                                            |  |       |  |     
|------------------------------------------------------------------------------------------- |  | ----- |  | ----
|For the fiscal year (in $ millions)                                                         |  | 2008  |  | 2007
|Minimum lease payments under operating leases recognised in operating expenses for the year |  | 130.9 |  | 95.9
|                                                                                            |  |       |  |     

The total operating lease commitments as at November 30, 2008 were $526.5
million (2007: $339.7 million). These consisted of Charter hire obligations towards certain construction support, diving support, survey and inspection ships of $342.0 million (2007: $229.9 million). The remaining obligations related to office
facilities and equipment as at November 30, 2008 of $184.5 million (2007: $109.8 million).

The Group had outstanding
commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:



|                                       |  |       |  |      
|-------------------------------------- |  | ----- |  | -----
|For the fiscal year (in $ millions)    |  | 2008  |  | 2007 
|Within one year                        |  | 125.3 |  | 107.5
|In the second to fifth years inclusive |  | 285.7 |  | 201.9
|After five years                       |  | 115.5 |  | 30.3 
|                                       |  |       |  |      
|Total                                  |  | 526.5 |  | 339.7
|                                       |  |       |  |      

The following have been excluded from the outstanding commitments:



| |  |  | Main renewal options: Polar Queen  two renewal options consisting of one option for three years at the end of 2012 followed by a possible further
option for one year; Far Saga  one renewal option for two years mid 2010; Normand Mermaid  one renewal option for one year; Acergy Viking  ten renewal options consisting of two for two years and eight options for one year; purchase
options after eight, eleven, fourteen and seventeen years; Skandi Acergy  two renewal options consisting of two options for two years each and two options for one year each.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Future commitments for which the lease term has not commenced: Acergy Merlin commencing in 2009 for five years ($51.8 million) with an option for a
further four years; Acergy Havila commencing in 2010 for ten years ($200.0 million) with an option for a further ten years.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Group as Sub-Lessor

Rental income from sub-leases earned during the year was $46.1 million (2007:
$33.5 million) and relate to shipping charters.

At the balance sheet date, the Group had contracted with tenants for the
following future minimum lease payments:



|                                              |  |       |  |      
|--------------------------------------------- |  | ----- |  | -----
|For the fiscal year (in $ millions)           |  | 2008  |  | 2007 
|Within one year                               |  | 39.0  |  | 42.6 
|In the second year and inclusive of year five |  | 136.9 |  | 171.8
|After five years                              |  |      |  | 18.7 
|                                              |  |       |  |      
|Total                                         |  | 175.9 |  | 233.1
|                                              |  |       |  |      



F-57



---

Notes to the Consolidated Financial Statements(Continued)



The Group as Lessor

Certain long-term contracts meet the definition of leases in accordance with IFRIC 4 Determining whether an Arrangement contains a
Lease. Rental income from these leases earned during the fiscal year 2008 was $75.3 million (2007: $56.6 million) and relate to shipping charters.

The Group had contracted with its Lessees for the following future minimum lease receipts:



|                                              |  |       |  |      
|--------------------------------------------- |  | ----- |  | -----
|For the fiscal year (in $ millions)           |  | 2008  |  | 2007 
|Within one year                               |  | 71.8  |  | 75.7 
|In the second year and inclusive of year five |  | 60.3  |  | 147.3
|                                              |  |       |  |      
|Total                                         |  | 132.1 |  | 223.0
|                                              |  |       |  |      

37. Financial instruments

Significant accounting policies

Details of the significant
accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset, financial liability and equity
instrument are disclosed in Note 3 Significant accounting policies.

Financial risk management objectives

The Groups Corporate Treasury function provides services to the business, co-ordinates access to domestic and
international financial markets, monitors and manages the financial risks relating to the operations of the Group through internal risk reports which analyse exposures by degree and magnitude of risks. These risks include market risk (consisting of
currency risk and fair value interest rate risk), credit risk and liquidity risk.

The Group seeks to minimise the effects of
these risks by using financial instruments to hedge these risk exposures. The use of financial instruments is governed by the Groups policies approved by the Board of Directors, which provide written policies on foreign exchange risk, interest
rate risk, credit risk, the use of non-derivative financial instruments, and the investment of excess liquidity.

Compliance
with policies and exposure limits is reviewed on a continuous basis and the Corporate Treasury function reports monthly to senior management. The Group does not enter into or trade financial instruments for speculative purposes.

Market risk

The
Groups activities expose it primarily to the financial risks of changes in foreign currency exchange rates (see below) and interest rates (see below). The Group enters into a variety of derivative financial instruments to manage its exposure
to interest rate and foreign currency risks, including:



| |  |  | forward foreign exchange contracts to hedge the exchange rate risk arising on future revenue, operating costs and capital expenditure;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------



| |  |  | interest rate risk due to interest rate fluctuations from floating rate credit facilities and variable interest rate returns on deposits.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------



F-58



---

Notes to the Consolidated Financial Statements(Continued)



There has been no change to the Groups exposure to market risks or the manner in
which it manages and measures the risk.

Foreign currency risk management

The Group undertakes certain transactions denominated in foreign currencies. Hence, exposures to exchange rate fluctuations arise. Exchange
rate exposures are managed within approved policy parameters utilising forward foreign exchange contracts.

The Groups
reporting currency is the US dollar. The majority of net operating expenses and income are denominated in the functional currency of the individual subsidiaries operating in different regions, namely:



| |  |  | Africa and Mediterranean  US dollar and Euro;
| | - |  | ----------------------------------------------



| |  |  | Northern Europe and Canada  US dollar, British pound sterling, Norwegian krone and Canadian dollar;
| | - |  | ----------------------------------------------------------------------------------------------------



| |  |  | North America and Mexico  US dollar;
| | - |  | -------------------------------------



| |  |  | South America  Brazilian real;
| | - |  | -------------------------------



| |  |  | Asia and Middle East  US dollar and Australian dollar.
| | - |  | -------------------------------------------------------

The Groups exposure to exchange rate fluctuations results from our net investments in foreign subsidiaries, primarily in the United
Kingdom, Norway, France and Brazil, and from our share of the local currency earnings in our operations in Africa and the Mediterranean; Northern Europe and Canada; and South America. However, the Group does not use derivative instruments to hedge
the value of investments in foreign subsidiaries.

Furthermore, the Group conducts operations in many countries and, as a
result, is exposed to currency fluctuations through generation of revenue and expenditure in the normal course of business. Hence, exposures to exchange rate fluctuations arise. Our currency rate exposure policy prescribes the range of allowable
hedging activity. The Group primarily uses forward foreign exchange contracts to hedge capital expenditures and operational non-functional currency exposures on a continuing basis for periods consistent with our committed exposures.

The carrying amounts of the Groups primary foreign currency denominated monetary assets and monetary liabilities, including foreign
exchange derivatives, receivables and borrowings issued in a currency different from the functional currency of the issuer, and inter-company foreign currency denominated receivables, payables, and loans at the balance sheet date are as follows:



|                                  |  |         |  |             |  |         |  |        
|--------------------------------- |  | ------- |  | ----------- |  | ------- |  | -------
|                                  |  | Assets  |  | Liabilities
|As at November 30 (in $ millions) |  | 2008    |  | 2007        |  | 2008    |  | 2007   
|Australian dollar                 |  | 72.5    |  | 79.6        |  | 46.8    |  | 68.8   
|Brazilian real                    |  | 47.9    |  | 42.1        |  | 81.2    |  | 69.8   
|British pound sterling            |  | 566.7   |  | 720.7       |  | 488.8   |  | 269.2  
|Canadian dollar                   |  | 24.6    |  | 2.4         |  | 30.4    |  | 5.8    
|Central African franc             |  | 11.6    |  | 7.4         |  | 125.3   |  | 115.5  
|Euro                              |  | 1,287.2 |  | 1,958.1     |  | 750.8   |  | 608.0  
|Nigerian naira                    |  | 105.4   |  | 179.4       |  | 290.6   |  | 325.3  
|Norwegian krone                   |  | 241.8   |  | 502.3       |  | 157.3   |  | 78.6   
|US dollar                         |  | 2,318.4 |  | 3,286.4     |  | 3,063.7 |  | 5,467.8



F-59



---

Notes to the Consolidated Financial Statements(Continued)



Foreign currency sensitivity analysis

The Group operates in various geographical locations and is exposed to a number of currencies dependent upon the functional currency of
individual subsidiaries as indicated in the foreign currency risk management section above.

We consider that our principal
currency exposure is to movements in the US dollar against other currencies on the basis that the US dollar is the Group's reporting currency, the functional currency of many of our subsidiaries and the transaction currency of a significant volume
of the Group's cash flows. We have performed sensitivity analyses to indicate how profit or loss and equity would have been affected by changes in the exchange rate between the US dollar and other currencies in which the Group transacts. Our
analysis is based on a strengthening of the US dollar by 10% against each of the other currencies in which we have significant assets and liabilities at the end of each respective period. A movement of 10% reflects a reasonably possible sensitivity
when compared to historical movements over a three to five year timeframe.

Our analysis of the impact on profit and loss in
each year is based on monetary assets and liabilities in the balance sheet at the end of each respective year.

Our analysis
of the impact on equity includes the profit and loss movements from above in addition to the retranslation of the closing net assets of our major subsidiaries which have non-US dollar functional currencies.

The sensitivity analyses exclude the impact of exchange rate movements on foreign currency derivatives, the majority of which represent
effective accounting hedges of forecast cash flows and so would not have a significant impact on the analyses. The amounts disclosed have not been adjusted for the impact of taxation.

Based on the above, a 10% increase in the US dollar exchange rate against other currencies in which the Group transacts would increase net
foreign currency exchange gains reported in other gains and losses by $6.5 million (2007: $7.3 million). The corresponding impact on equity would be a reduction in reported net assets of $49.2 million (2007: $29.3 million).

Forward foreign exchange contracts

The Group enters into primarily standard forward foreign exchange contracts with maturities of up to five years, to manage the risk associated with transactions when there is a minimum level of exposure risk. These transactions consist of
highly probable cash flow exposure relating to operating income and expenditure and capital expenditure.

The following table
details the forward foreign currency contracts outstanding as at the balance sheet date:



|                                                          |          |                                            |           |                                         |          |          |           |       |          |       |   |           |       |  
|--------------------------------------------------------- | -------- | ------------------------------------------ | --------- | --------------------------------------- | -------- | -------- | --------- | ----- | -------- | ----- | - | --------- | ----- | -
|                                                          |          | Foreign Currency Value By ContractMaturity |           | US Dollar FairValue ByContract Maturity |         
|For the fiscal year ended November 30, 2008 (in millions) |          | Buy                                        |           | Sell                                    |          | Maturity |          
|                                                          | < 1 Year |                                            | 1-5 Years |                                         | < 1 Year |          | 1-5 Years |       | < 1 Year |       |   | 1-5 Years |      
|British pound sterling                                    |          | 66.4                                       |           | 13.6                                    |          | 19.5     |           | 1.7   |          | (11.3 | ) |           | (3.1  | )
|Danish krone                                              |          | 22.7                                       |           |                                        |          |         |           |      |          | 0.1   |   |           |      |  
|Euro                                                      |          | 121.3                                      |           | 50.5                                    |          | 54.5     |           |      |          | (11.5 | ) |           | (5.8  | )
|Japanese yen                                              |          | 3,350.8                                    |           |                                        |          |         |           |      |          | 6.9   |   |           |      |  
|Norwegian krone                                           |          | 214.7                                      |           | 747.7                                   |          | 321.7    |           |      |          | (5.3  | ) |           | (22.5 | )
|Singapore dollar                                          |          | 17.3                                       |           |                                        |          |         |           |      |          | (0.1  | ) |           |      |  
|US dollar                                                 |          | 174.3                                      |           | 47.4                                    |          | 148.0    |           | 126.5 |          | 4.4   |   |           | (7.3  | )
|                                                          |          |                                            |           |                                         |          |          |           |       |          |       |   |           |       |  
|Total                                                     |          |                                            |           |                                         |          |          |           |       |          | (16.8 | ) |           | (38.7 | )
|                                                          |          |                                            |           |                                         |          |          |           |       |          |       |   |           |       |  



F-60



---

Notes to the Consolidated Financial Statements(Continued)



|                                                          |          |                                            |           |                                         |          |          |           |      |          |      |   |           |      |  
|--------------------------------------------------------- | -------- | ------------------------------------------ | --------- | --------------------------------------- | -------- | -------- | --------- | ---- | -------- | ---- | - | --------- | ---- | -
|                                                          |          | Foreign Currency Value By ContractMaturity |           | US Dollar FairValue By ContractMaturity |         
|For the fiscal year ended November 30, 2007 (in millions) |          | Buy                                        |           | Sell                                    |          | Maturity |          
|                                                          | < 1 Year |                                            | 1-5 Years |                                         | < 1 Year |          | 1-5 Years |      | < 1 Year |      |   | 1-5 Years |     
|Australian dollar                                         |          |                                           |           |                                        |          | 8.3      |           |     |          |     |   |           |     |  
|Brazilian real                                            |          | 25.2                                       |           |                                        |          |         |           |     |          | 1.0  |   |           |     |  
|British pound sterling                                    |          | 64.2                                       |           | 0.8                                     |          | 5.4      |           |     |          | (0.2 | ) |           | (0.1 | )
|Danish krone                                              |          | 101.5                                      |           |                                        |          |         |           |     |          | (0.4 | ) |           |     |  
|Euro                                                      |          | 177.9                                      |           | 21.3                                    |          | 6.6      |           |     |          | 9.4  |   |           | 1.7  |  
|Norwegian krone                                           |          | 68.1                                       |           |                                        |          | 34.0     |           |     |          | 1.2  |   |           |     |  
|Singapore dollar                                          |          | 8.5                                        |           |                                        |          |         |           |     |          |     |   |           |     |  
|US dollar                                                 |          | 89.6                                       |           | 12.7                                    |          | 100.7    |           | 10.1 |          | (2.3 | ) |           | (0.9 | )
|                                                          |          |                                            |           |                                         |          |          |           |      |          |      |   |           |      |  
|Total                                                     |          |                                            |           |                                         |          |          |           |      |          | 8.7  |   |           | 0.7  |  

Hedge accounting

The following table details the outstanding forward foreign exchange currency contracts which are designated as hedging instruments as at reporting date:



|                                                          |          |                                            |           |                                         |          |          |           |       |          |      |   |           |       |  
|--------------------------------------------------------- | -------- | ------------------------------------------ | --------- | --------------------------------------- | -------- | -------- | --------- | ----- | -------- | ---- | - | --------- | ----- | -
|                                                          |          | Foreign Currency Value By ContractMaturity |           | US Dollar FairValue By ContractMaturity |         
|For the fiscal year ended November 30, 2008 (in millions) |          | Buy                                        |           | Sell                                    |          | Maturity |          
|                                                          | < 1 Year |                                            | 1-5 Years |                                         | < 1 Year |          | 1-5 Years |       | < 1 Year |      |   | 1-5 Years |      
|Cash flow hedges:                                         |          |                                            |           |                                         |          |          |           |       |          |      |   |           |       |  
|British pound sterling                                    |          | 11.6                                       |           |                                        |          |         |           |      |          | (3.6 | ) |           |      |  
|Euro                                                      |          | 5.8                                        |           |                                        |          |         |           |      |          | (1.5 | ) |           |      |  
|Japanese yen                                              |          | 3,350.8                                    |           |                                        |          |         |           |      |          | 6.9  |   |           |      |  
|Norwegian krone                                           |          | 117.1                                      |           | 541.7                                   |          |         |           |      |          | (3.4 | ) |           | (13.3 | )
|US dollar                                                 |          | 112.0                                      |           | 47.4                                    |          | 148.0    |           | 126.5 |          | (4.2 | ) |           | (7.3  | )
|                                                          |          |                                            |           |                                         |          |          |           |       |          |      |   |           |       |  
|Total                                                     |          |                                            |           |                                         |          |          |           |       |          | (5.8 | ) |           | (20.6 | )



|                                                          |          |                                            |           |                                         |          |          |           |      |          |     |           |      |  
|--------------------------------------------------------- | -------- | ------------------------------------------ | --------- | --------------------------------------- | -------- | -------- | --------- | ---- | -------- | --- | --------- | ---- | -
|                                                          |          | Foreign Currency Value By ContractMaturity |           | US Dollar FairValue By ContractMaturity |         
|For the fiscal year ended November 30, 2007 (in millions) |          | Buy                                        |           | Sell                                    |          | Maturity |          
|                                                          | < 1 Year |                                            | 1-5 Years |                                         | < 1 Year |          | 1-5 Years |      | < 1 Year |     | 1-5 Years |     
|Cash flow hedges:                                         |          |                                            |           |                                         |          |          |           |      |          |     |           |      |  
|British pound sterling                                    |          | 1.9                                        |           |                                        |          |         |           |     |          | 0.1 |           |     |  
|Euro                                                      |          | 6.7                                        |           |                                        |          |         |           |     |          | 0.7 |           |     |  
|Norwegian krone                                           |          | 25.5                                       |           |                                        |          |         |           |     |          | 0.2 |           |     |  
|US dollar                                                 |          | 29.9                                       |           | 5.8                                     |          | 87.1     |           | 10.1 |          | 2.6 |           | (0.1 | )
|                                                          |          |                                            |           |                                         |          |          |           |      |          |     |           |      |  
|Total                                                     |          |                                            |           |                                         |          |          |           |      |          | 3.6 |           | (0.1 | )

The Group earns revenue in currencies other than the functional currency of the
contracting entity; at the reporting date the main such transactions are US dollar revenue for customer contracts in the African and Mediterranean region. The consolidated income statement is impacted when the services are performed by us and the
related receivable is consequently recognised. The hedging reserve balance at November 30, 2008 is a loss of $32.2 million (2007: gain of $3.9 million) arising on hedges maturing on or before September 15, 2011. There is no material
difference between the period of cash flow and that of consolidated income statement impact.



F-61



---

Notes to the Consolidated Financial Statements(Continued)



The Group incurs operating expenses in currencies other than the functional currency of
the operating entity; at the reporting date the main such transactions are a Norwegian krone vessel charter and one-off project expenses in US dollars (primarily for projects in the African and Mediterranean region). The consolidated
income statement is impacted when the supplier performs the underlying service and the related liability is consequently recognised. The hedging reserve balance at November 30, 2008 is a gain of $21.2 million (2007: loss of $1.4 million)
arising on hedges maturing on or before November 15, 2013. There is no material difference between the period of the consolidated cash flow statement and that of the consolidated income statement impact.

The Group invests capital expenditure amounts in respect of fixed assets which are in currencies other than the functional currency of the
asset owning entity. The Groups policy is to adjust, at initial recognition, the carrying amount of the fixed asset. The impact on the income statement is in accordance with the depreciation schedule of the related fixed assets. The hedging
reserve balance at November 30, 2008 is a loss of $0.6 million (2007: gain of $0.7 million) arising on hedges maturing on or before September 25, 2009. The impact on the consolidated income statement is expected to occur linearly within
the seven years to November 30, 2015.

The effectiveness of foreign exchange hedges

The Group documents its assessment of whether the hedging instrument that is used in a hedging relationship is highly effective in offsetting
changes in fair values or cash flows of the hedged item. The Group assesses the effectiveness of foreign exchange hedges based on changes in fair value attributable to changes in spot prices; changes in fair value due to changes in the difference
between the spot price and the forward price are excluded from the assessment of ineffectiveness and are recognised directly in the consolidated income statement.

The cumulative effective portion of changes in the fair value of derivatives is deferred in equity within other reserves as hedging reserves (refer to Note 27 Movements in
reserves). The resulting cumulative gains or losses will be recycled to the consolidated income statement upon the recognition of the underlying transaction or the discontinuance of a hedging relationship. Movements in respect of effective
hedges are detailed in the consolidated statement of recognised income and expense.

The gains or losses relating to the
ineffective portion of cash flow hedges is recognised in the consolidated income statement and amounted to a loss of $12.3 million (2007: $nil).

The hedging reserve represents hedging gains and losses recognised on the effective portion of cash flow hedges as follows:



|                                                                                       |  |       |   |  |      |  
|-------------------------------------------------------------------------------------- |  | ----- | - |  | ---- | -
|For the fiscal year (in $ million)                                                     |  | 2008  |   |  | 2007 |  
|As at December 1                                                                       |  | 3.2   |   |  | 2.0  |  
|Gains / (losses) on the effective portion of derivatives deferred to equity:           |  |       |   |  |      |  
| hedges on capital expenditure                                                        |  | (0.8  | ) |  | 1.7  |  
| hedges on revenue                                                                    |  | (36.3 | ) |  | 3.9  |  
| hedges of operating expenses                                                         |  | 10.6  |   |  | (1.4 | )
| income tax gains recognised in equity                                                |  | 8.5   |   |  |     |  
|Cumulative deferred (gains) / losses transferred to Consolidated income statement: (*) |  |       |   |  |      |  
| hedges on revenue                                                                    |  | (8.4  | ) |  | (0.1 | )
| hedges of operating expenses                                                         |  | 12.1  |   |  | (0.1 | )
|Cumulative deferred gains / (losses) transferred to initial carrying amount:           |  |       |   |  |      |  
| hedges on capital expenditure                                                        |  | (0.5  | ) |  | (3.6 | )
| income tax related to amounts transferred to initial carrying amount of hedged item  |  |      |   |  | 0.8  |  
|                                                                                       |  |       |   |  |      |  
|Balance at November 30                                                                 |  | (11.6 | ) |  | 3.2  |  
|                                                                                       |  |       |   |  |      |  

*Transfers are included in the following line items in the consolidated income
statement:



F-62



---

Notes to the Consolidated Financial Statements(Continued)



|                                                                |  |       |   |  |     
|--------------------------------------------------------------- |  | ----- | - |  | ----
|For the fiscal year (in $ millions)                             |  | 2008  |   |  | 2007
|Cumulative deferred gains recognised in revenue                 |  | 9.8   |   |  | 0.1 
|Cumulative deferred gains recognised in operating expenses      |  | 0.6   |   |  | 0.1 
|Cumulative deferred losses recognised in other gains and losses |  | (14.1 | ) |  |    
|                                                                |  |       |   |  |     
|Total                                                           |  | (3.7  | ) |  | 0.2 
|                                                                |  |       |   |  |     

Transfers to the consolidated income statement include an amount of loss $12.0
million in respect of a forecast transaction which is no longer expected to occur; a committed vessel charter is expected to be cancelled due to late delivery of the vessel.

Interest rate risk management

The Group places surplus funds on the
money markets to generate an investment return for short durations only, ensuring a high level of liquidity and reducing the credit risk associated with the deposits. Changes in the interest rates associated with these deposits will impact the
return generated.

The Group borrows funds at fixed and variable interest rates and has certain revolving credit and guarantee
facilities (refer to Note 29 Borrowings).

The Groups exposure to interest rates on financial assets and
financial liabilities is detailed in the liquidity risk management section of this Note.

Interest rate sensitivity analysis

Interest on the facilities is discussed in Note 29 Borrowings is payable at LIBOR plus a margin which is
linked to the ratio of net debt to EBITDA and range from 0.8% to 1.9% per year. As at November 30, 2008 the Group had significant cash deposits leaving it in net cash position at a margin of 0.8% and it would have required a significant
reduction in EBITDA during fiscal year 2008 to move the Group to the highest threshold.

The Groups income and equity
balances are not significantly impacted by changes to interest rates.

Credit risk management

Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss to the Group. The
Group has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral, where appropriate, as a means of mitigating the risk of financial loss from defaults.

The Group only invests with entities that are rated the equivalent of investment grade and above. This information is supplied by
independent rating agencies. The Groups exposure and the credit ratings of its counterparties are continuously monitored and the aggregate value of transactions concluded is spread amongst approved counterparties. Credit exposure is controlled
by counterparty limits that are reviewed and approved by the risk management committee annually. In respect of its clients and suppliers the Group uses credit ratings as well as other publicly available financial information and its own trading
records to rate its major counterparties.



F-63



---

Notes to the Consolidated Financial Statements(Continued)



Net trade receivables (refer to Note 19 Trade and other receivables) consist
of a large number of clients, spread across diverse industries and geographical areas. Ongoing credit evaluation is performed on the financial condition of accounts receivable.



|                                    |  |                |  |               
|----------------------------------- |  | -------------- |  | --------------
|For the fiscal year (in $ millions) |  | 2008           |  | 2007          
|Trade debtor category               |  | Carryingamount |  | Carryingamount
|National oil and gas companies      |  | 68.0           |  | 5.4           
|International oil and gas companies |  | 161.1          |  | 280.5         
|Independent oil and gas companies   |  | 68.5           |  | 132.5         
|                                    |  |                |  |               
|Total                               |  | 297.6          |  | 418.4         
|                                    |  |                |  |               

National oil and gas companies are either partially or fully owned by or directly
controlled by the government of any one country whereas both international and independent oil and gas companies have a majority of public or private ownership. International oil and gas companies are generally greater in size and scope than
independent oil and gas companies although distinction between them ultimately relates to the way the company describes itself.

The Group depends on certain significant clients. During fiscal year 2008 two clients (2007: two clients) contributed to more than 10% of the Groups revenue from continuing operations. The contribution from these clients was $1,009.5
million (2007: $958.4 million). The amounts of the receivables balance of the Groups five major clients as at November 30 are shown in the table below:



|                                    |  |      |  |      
|----------------------------------- |  | ---- |  | -----
|For the fiscal year (in $ millions) |  |      |  |      
|                                    |  |     
|Counterparty                        |  | 2008 |  | 2007 
|Client A                            |  | 64.2 |  | 120.2
|Client B                            |  | 47.4 |  | 95.7 
|Client C                            |  | 27.1 |  | 0.1  
|Client D                            |  | 14.0 |  |     
|Client E                            |  | 13.6 |  |     

The Group does not have any significant credit risk exposure to any single
counterparty or any group of counterparties having similar characteristics as at November 30, 2008. The Group defines counterparties as having similar characteristics if they are related entities.

The credit risk on liquid funds and derivative financial instruments is limited because the counterparties are banks with high
credit-ratings assigned by international credit-rating agencies.

The table below shows the carrying amount of our major
counterparties (depositors) at the balance sheet date using the Standard and Poors credit rating symbols.



|                                    |  |                |  |               
|----------------------------------- |  | -------------- |  | --------------
|For the fiscal year (in $ millions) |  | 2008           |  | 2007          
|Counterparty                        |  | Carryingamount |  | Carryingamount
|Counterparties rated AAA            |  | 100.0          |  |              
|Counterparties rated AA- to AA+     |  | 157.9          |  | 300.0         
|Counterparties rated A- to A+       |  | 72.5           |  |              
|Counterparties rated BBB + or below |  |               |  |              



F-64



---

Notes to the Consolidated Financial Statements(Continued)



Liquidity risk management

Ultimate responsibility for liquidity risk management rests with the Board of Directors, which has built an appropriate liquidity risk
management framework for the management of the Groups short, medium and long- term funding and liquidity management requirements. The Group manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing
facilities, by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities. Included in Note 29 Borrowings is a listing of undrawn facilities that the Group has at its
disposal to further reduced liquidity risk.

Liquidity and interest risk tables

The following tables detail the Groups remaining contractual maturity for its non-derivative financial liabilities.

The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group
can be required to pay. The table consists of the principal cash flows:



|                                                            |  |                  |  |           |  |                   |  |          |  |         |  |      
|----------------------------------------------------------- |  | ---------------- |  | --------- |  | ----------------- |  | -------- |  | ------- |  | -----
|For the fiscal year ended November 30, 2008 (in $ millions) |  | Less than1 month |  | 1-3months |  | 3 monthsto 1 year |  | 1-5years |  | 5+years |  | Total
|Trade payables                                              |  | 70.4             |  | 112.7     |  |                  |  |         |  |        |  | 183.1
|Convertible loan notes                                      |  |                 |  |          |  |                  |  | 500.0    |  |        |  | 500.0



|                                                            |  |                  |  |           |  |                   |  |          |  |         |  |      
|----------------------------------------------------------- |  | ---------------- |  | --------- |  | ----------------- |  | -------- |  | ------- |  | -----
|For the fiscal year ended November 30, 2007 (in $ millions) |  | Less than1 month |  | 1-3months |  | 3 monthsto 1 year |  | 1-5years |  | 5+years |  | Total
|Trade payables                                              |  | 88.0             |  | 170.0     |  |                  |  |         |  |        |  | 258.0
|Convertible loan notes                                      |  |                 |  |          |  |                  |  | 500.0    |  |        |  | 500.0

The following table details the Groups liquidity analysis for its derivative
financial instruments. The table has been drawn up based on the undiscounted net cash inflows / (outflows) on the derivative instruments that settle on a net basis. When the amount payable or receivable is not fixed, the amount disclosed has been
determined by reference to the projected interest rates as illustrated by the yield curves existing at the balance sheet date.



|                                                            |  |                  |  |           |  |                   |  |          |  |         |  |      
|----------------------------------------------------------- |  | ---------------- |  | --------- |  | ----------------- |  | -------- |  | ------- |  | -----
|For the fiscal year ended November 30, 2008 (in $ millions) |  | Less than1 month |  | 1-3months |  | 3 monthsto 1 year |  | 1-5years |  | 5+years |  | Total
|Forward foreign exchange contracts                          |  | 3.3              |  | 21.3      |  | 38.6              |  | 58.6     |  |        |  | 121.8



|                                                            |  |                  |  |           |  |                   |  |          |  |         |  |      
|----------------------------------------------------------- |  | ---------------- |  | --------- |  | ----------------- |  | -------- |  | ------- |  | -----
|For the fiscal year ended November 30, 2007 (in $ millions) |  | Less than1 month |  | 1-3months |  | 3 monthsto 1 year |  | 1-5years |  | 5+years |  | Total
|Forward foreign exchange contracts                          |  | 1.1              |  | 1.4       |  | 9.5               |  | 1.5      |  |        |  | 13.5 

Fair value of financial instruments

The fair values of financial assets and financial liabilities are determined as follows:



| |  |  | foreign currency forward contracts are measured using quoted forward exchange rates and yield curves derived from quoted interest rates matching
maturities of the contract;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the fair value of financial assets and financial liabilities with standard terms and conditions and traded on active liquid markets is determined with
reference to quoted market prices;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the fair value of other financial assets and financial liabilities (excluding derivative instruments) is determined in accordance with generally
accepted pricing models based on discounted cash flow analysis using prices from observable current market transactions and dealer quotes for similar instruments;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



F-65



---

Notes to the Consolidated Financial Statements(Continued)



| |  |  | the fair value of derivative instruments is calculated using quoted prices. Where such prices are not available, use is made of discounted cash flow
analysis using the applicable yield curve for the duration of the instruments for non-optional derivatives, and option pricing models for optional derivatives; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the fair value of financial guarantee contracts is determined using option pricing models where the main assumptions are the probability of default by
the specified counterparty extrapolated from market-based credit information and the amount of loss, given the default.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Except as detailed in the following table, the carrying amounts of financial assets and financial liabilities as indicated recorded at amortised cost in the financial statements approximate their fair
values:



|                                                                    |  |                    |  |                |  |                    |  |               
|------------------------------------------------------------------- |  | ------------------ |  | -------------- |  | ------------------ |  | --------------
|As at November 30 (in $ millions)                                   |  | 2008Carryingamount |  | 2008Fair value |  | 2007Carryingamount |  | 2007Fair value
|Financial assets:                                                   |  |                    |  |                |  |                    |  |               
|Cash and cash equivalents                                           |  | 573.0              |  | 573.0          |  | 582.7              |  | 582.7         
|Restricted cash deposits                                            |  | 11.0               |  | 11.0           |  | 8.9                |  | 8.9           
|Net trade receivables (see Note 19)                                 |  | 297.6              |  | 297.6          |  | 418.4              |  | 418.4         
|Employee loans                                                      |  | 3.0                |  | 3.0            |  | 2.3                |  | 2.3           
|Fair value through profit or loss (FVTPL)                           |  | 33.3               |  | 33.3           |  | 16.1               |  | 16.1          
|Derivative instruments in designated hedge accounting relationships |  | 30.9               |  | 30.9           |  | 5.4                |  | 5.4           
|Financial liabilities:                                              |  |                    |  |                |  |                    |  |               
|Borrowings  Other debt (including current portion)                 |  | 21.9               |  | 21.9           |  | 9.5                |  | 9.5           
|Borrowings  Convertible notes                                      |  | 397.4              |  | 397.4          |  | 380.3              |  | 380.3         
|Fair value through profit or loss (FVTPL)                           |  | 62.4               |  | 62.4           |  | 10.2               |  | 10.2          
|Derivative instruments in designated hedge accounting relationships |  | 57.3               |  | 57.3           |  | 1.9                |  | 1.9           

Assumptions used in determining fair value of financial assets and liabilities

Cash and cash equivalents

The carrying amounts of cash and cash equivalents approximate their fair value. The estimated value of our long-term debt is based on interest rates as at November 30, 2008 and 2007 using debt
instruments of similar risk.

Restricted cash deposits

The carrying amounts of restricted cash deposits approximate their fair value which is based on actual deposits held with financial institutions.

Net trade receivables

The
fair value of trade receivables is based on their carrying value which is representative of outstanding debtor amounts owing and includes taking into consideration any amounts of possible doubtful debt.

Employee loans

The
carrying amounts of employee loans approximate their fair value. The value of these debts is based on actual amounts to be repaid in the future.

BorrowingsConvertible notes

The fair value of the liability component of convertible notes is determined
assuming redemption on October 10, 2013 and using a 7.35% interest rate and holding the credit risk margin constant.



F-66



---

Notes to the Consolidated Financial Statements(Continued)



Forward foreign exchange contracts

The fair value of outstanding financial instruments (as indicated above in the table as FVTPL and derivative instruments) is calculated,
using appropriate market information and valuation methodologies. In some cases, judgement is required to develop the estimates of fair values, thus the estimates provided herein are not necessarily indicative of the amounts that could be realised
in a current market exchange.

38. Related party transactions

Key management personnel

Key management personnel includes the
Board of Directors, the Vice Presidents of each of the six geographical regions or divisions and other members of the Groups Corporate Management Team. The remuneration of these personnel is determined by the compensation committee having
regard to the performance of individuals and market trends.

The remuneration of key management personnel during the year was
as follows:



|                                    |  |      |  |      |  
|----------------------------------- |  | ---- |  | ---- | -
|For the fiscal year (in $ millions) |  | 2008 |  | 2007 |  
|Short-term employee benefits        |  | 12.4 |  | 17.6 |  
|Termination payment                 |  |     |  |     |  
|Share based payment                 |  | 0.8  |  | (0.6 | )
|Post-employment benefits            |  | 0.8  |  | 0.7  |  
|Other long-term benefits            |  | 0.4  |  | 0.7  |  
|                                    |  |      |  |      |  
|Total                               |  | 14.4 |  | 18.4 |  
|                                    |  |      |  |      |  

Transactions with key management personnel

The principal executive offices were relocated during fiscal year 2008 from Sunbury-on-Thames to Hammersmith in the United Kingdom. One of
the key management personnel received relocation assistance which takes the form of a $0.1million reimbursement of professional fees and associated relocation costs, $0.1 million per annum mortgage assistance over a four year period from the date of
completion of his new property purchase and a guaranteed receipt of the market value of the property in Sunbury-on-Thames from the date of announcement of the relocation. The property was sold to a third party in the third quarter of fiscal year
2008 resulting in a loss of less than $0.1 million.

During the fourth quarter of fiscal year 2008 share options were
exercised by one member of the key management personnel. The Group paid $0.3 million of payroll taxes associated with this exercise which was subsequently reimbursed on December 1, 2008. The amount is therefore considered to be a loan to a
related party as at November 30, 2008.

During fiscal year 2008, 352,500 share options (2007: nil options) were granted
to the key management personnel. On December 1, 2008 options granted in the fiscal year 2008 to the Non-executive directors were cancelled as part of the Groups continuous effort of improving corporate governance procedures.

Loans to related parties

As disclosed in Note 16 Interest in associates and joint ventures, the Group has provided loans to associates and joint venture entities at rates comparable to the average commercial rate of interest amounting to



F-67



---

Notes to the Consolidated Financial Statements(Continued)



$39.4 million (2007: $38.8 million). Loans to key management personnel were $0.3 million (2007: $nil) as noted above. Employee loans consisting primarily of salary and travel advances to
employees in furtherance of our business amounted to $3.0 million (2007: $2.3 million).

Trading transactions

During the year, the Group entered into transactions with joint ventures and associates which are reported in Note 16 Interest in
associates and joint ventures and are made on terms equivalent to those that prevail in arms length transactions and are made only if such terms can be substantiated.

39. Share based payments

Equity-settled share option plan

The Group operates a share option plan which was approved in April 2003 (the 2003 Plan). This plan includes of an additional
option plan for key directors and employees resident in France (the French Plan) as a sub-plan, and additional options which are granted under the Senior Management Incentive Plan (SMIP).

A Compensation Committee appointed by the Board of Directors administers these plans. Options are awarded at the discretion of the
Compensation Committee to directors and key employees.

Under the 2003 Plan options up to but not exceeding 6.3 million
common shares can be granted. Following shareholder approval at the Extraordinary General Meeting held on December 18, 2008, the 2003 Plan was expanded to cover up to 8,710,000 shares. This plan replaced the previous plan (the 1993
Plan). Any options granted under the French Plan also count against this limit. Other than options granted under the SMIP, options under the 2003 Plan (and therefore also under the French Plan) may be granted, exercisable for periods of up to
ten years at an exercise price not less than the fair market value per share at the time the option is granted. Such options vest 25% on the first anniversary of the grant date, with an additional 25% vesting on each subsequent anniversary. The cost
of these non-performance share options are therefore recognised using the graded vesting attribution method. Share options exercises are satisfied by either issuing new shares or reissuing treasury shares. Furthermore, options are generally
forfeited if the option holder leaves the Group under any circumstances other than due to the option holders death, disability or retirement before his or her options are exercised.

In fiscal year 2008 1,052,500 common share options (2007: 52,000 common share options) were granted, which included 234,000 options (2007:
22,000 options) granted under the French Plan. These options were granted subject to shareholder approval which was obtained at the Extraordinary General Meeting held on December 18, 2008.

Restricted share plan

During fiscal year 2008 the Group introduced a restricted share plan to provide a retention incentive to selected senior executives. The number of shares that may be awarded under the plan may not exceed an average of 350,000 common shares
over a three year period. During the three year restricted plan period, participants are not permitted to sell or transfer shares but will be entitled to dividends which will be held by the Group until the restricted period lapses.

In fiscal year 2008, 65,000 restricted shares were issued at a weighted average price and fair value of $22.23 being the market price on the
date of issue.



F-68



---

Notes to the Consolidated Financial Statements(Continued)



Executive deferred incentive scheme

During fiscal year 2008 the Group introduced a deferred incentive scheme for selected senior executives. The scheme enabled the executives to
defer, on a voluntary basis, up to 50% of their annual bonus into shares of the Group which will be matched in shares at the end of three years subject to performance conditions. The amount of the bonus deferred was used to purchase 17,797 shares
based upon the prevailing share price on March 31, 2008 which was $21.35. The matched element is conditional upon the growth of earnings per share over the three years to November 30, 2010.

Option activity including the SMIP, are as follows:



|                                     |  |                      |   |  |                                         |  |                      |   |  |                                        
|------------------------------------ |  | -------------------- | - |  | --------------------------------------- |  | -------------------- | - |  | ---------------------------------------
|For the fiscal year                  |  | Number ofoptions2008 |   |  | Weighted averageexercise price in $2008 |  | Number ofoptions2007 |   |  | Weighted averageexercise price in $2007
|Outstanding at December 1            |  | 5,115,696            |   |  | 8.64                                    |  | 8,500,241            |   |  | 6.77                                   
|Granted                              |  | 1,052,500            |   |  | 22.67                                   |  | 52,000               |   |  | 20.94                                  
|Exercised                            |  | (1,088,952           | ) |  | 3.83                                    |  | (3,403,865           | ) |  | 4.20                                   
|Forfeited                            |  | (228,339             | ) |  | 16.28                                   |  | (32,680              | ) |  | 6.22                                   
|Expired                              |  | (333,593             | ) |  | 11.23                                   |  |                     |   |  |                                       
|                                     |  |                      |   |  |                                         |  |                      |   |  |                                        
|Outstanding at November 30           |  | 4,517,312            |   |  | 12.51                                   |  | 5,115,696            |   |  | 8.64                                   
|                                     |  |                      |   |  |                                         |  |                      |   |  |                                        
|Exercisable at the end of the period |  | 2,686,308            |   |  | 8.29                                    |  | 2,696,840            |   |  | 6.68                                   
|                                     |  |                      |   |  |                                         |  |                      |   |  |                                        

The weighted average fair value of options granted during the fiscal year was $10.79
(2007: $9.62).

The fair value of each option grant is estimated as of the date of grant using the Black-Scholes option
pricing model with weighted average assumptions as follows:



|                                       |  |         |   |  |         |  
|-------------------------------------- |  | ------- | - |  | ------- | -
|For the fiscal year                    |  | 2008    |   |  | 2007    |  
|Weighted average share price (in $)    |  | 22.67   |   |  | 20.94   |  
|Weighted average exercise price (in $) |  | 22.67   |   |  | 20.94   |  
|Expected volatility                    |  | 55.9    | % |  | 45.8    | %
|Expected life                          |  | 5 years |   |  | 5 years |  
|Risk free rate                         |  | 2.5     | % |  | 4.6     | %
|Expected dividends (in $)              |  | 0.21    |   |  |        |  

The expected life of an option is determined by taking into consideration the vesting
period of options, the observed historical pattern of share option exercises, the effect of non-transferability and exercise restrictions. The expected volatility over the expected term of the options is estimated from our historical volatility. For
fiscal year 2008 the expected dividend takes into account the expected dividends over the four year vesting period assuming a growth rate of 5% over the $0.21 dividend declared during the year. For fiscal year 2007 the expected dividends were $nil
as a historical pattern of dividends payments had not been established at the grant dates and it was the first time the Group had paid a dividend of $0.20.



F-69



---

Notes to the Consolidated Financial Statements(Continued)



The following table summarises information about share options outstanding as at
November 30, 2008:



|                                         |  |                     |  |                                                    |  |                                   
|---------------------------------------- |  | ------------------- |  | -------------------------------------------------- |  | ----------------------------------
|                                         |  | Options outstanding
|Common shares (range of exercise prices) |  | Optionsoutstanding  |  | Weightedaverageremainingcontractuallife (in years) |  | Weightedaverageexerciseprice(in $)
|$17.01-26.16                             |  | 1,842,826           |  | 8.67                                               |  | 21.09                             
|$10.01-17.00                             |  | 1,029,797           |  | 5.52                                               |  | 11.08                             
|$  3.01-10.00                            |  | 785,162             |  | 5.69                                               |  | 5.67                              
|$  1.19-  3.00                           |  | 859,527             |  | 5.03                                               |  | 2.10                              
|                                         |  |                     |  |                                                    |  |                                   
|Total                                    |  | 4,517,312           |  | 6.74                                               |  | 12.51                             
|                                         |  |                     |  |                                                    |  |                                   

The following table summarises the compensation expense recognised during the year:



|                                    |  |      |  |     
|----------------------------------- |  | ---- |  | ----
|For the fiscal year (in $ millions) |  | 2008 |  | 2007
|Non-performance based share options |  | 3.5  |  | 4.0 
|Senior Management Incentive Plan    |  |     |  | 0.2 
|Restricted Share Plan               |  | 0.3  |  |    
|Executive Deferred Incentive Scheme |  | 0.1  |  |    
|                                    |  |      |  |     
|Total                               |  | 3.9  |  | 4.2 
|                                    |  |      |  |     

The non-performance based share options are stated taking into consideration the
taxation benefit of $5.8 million (2007: tax benefit $3.6 million).

40. Retirement benefit schemes

The Group operates both defined contribution and defined benefit pension plans, depending on location, covering certain qualifying employees.

Contributions under the defined contribution pension plans are determined as a percentage of gross salary. The expense
relating to these plans for fiscal year 2008 was $24.2 million (2007: $6.7 million).

The Group operates both funded and
unfunded benefit pension plans. The benefits under the defined benefit pension plans are based on years of service and salary levels at retirement age. Plan assets of the funded schemes are primarily comprised of marketable securities.

During fiscal year 2008 one of the Norwegian funded schemes for existing onshore employees still in service was settled and gains of
$33.3 million were recognised in the consolidated income statement in accordance with IAS19, Employee Benefits. Of this gain $30.0 million was recognised in operating expenses and $3.3 million in administrative expenses. The gain is a result of a
break in the link between the benefit and future salary, and a difference between the cost of settling the benefit and the accounting liability under IAS19. A liability remains for existing pensioners under this plan. The settlement eliminated the
Groups entire legal or constructive obligation for the defined benefits in respect of non-pensioners under this plan. The Group set up a defined contribution scheme for these employees.



F-70



---

Notes to the Consolidated Financial Statements(Continued)



The amount included in the balance sheet arising from the Groups obligations in
respect of its defined benefit retirement benefit schemes is as follows:



|                                                      |  |       |   |  |       |  
|----------------------------------------------------- |  | ----- | - |  | ----- | -
|For the fiscal year (in $ millions)                   |  | 2008  |   |  | 2007  |  
|Present value of defined benefit obligations          |  | 33.9  |   |  | 99.4  |  
|Fair value of plan assets in defined scheme           |  | (24.8 | ) |  | (62.2 | )
|                                                      |  |       |   |  |       |  
|Deficit in defined scheme                             |  | 9.1   |   |  | 37.2  |  
|Present value of unfunded defined benefit obligation  |  | 9.1   |   |  | 11.3  |  
|Past service cost not yet recognised in balance sheet |  | 2.9   |   |  |      |  
|                                                      |  |       |   |  |       |  
|Net liability recognised in the balance sheet         |  | 21.1  |   |  | 48.5  |  
|                                                      |  |       |   |  |       |  

This amount is presented in the balance sheet as follows:



|                                    |  |      |   |  |      |  
|----------------------------------- |  | ---- | - |  | ---- | -
|For the fiscal year (in $ millions) |  | 2008 |   |  | 2007 |  
|Retirement benefit asset            |  | (0.1 | ) |  | (1.1 | )
|Retirement benefit obligations      |  | 21.2 |   |  | 49.6 |  
|                                    |  |      |   |  |      |  
|Total                               |  | 21.1 |   |  | 48.5 |  
|                                    |  |      |   |  |      |  



F-71



---

Notes to the Consolidated Financial Statements(Continued)



The following table provides a reconciliation of the retirement benefit obligations:



|                                                       |  |        |   |  |               |   |  |        |   |  |       |   |  |      |   |  |      |   |  |       |   |  |       |  
|------------------------------------------------------ |  | ------ | - |  | ------------- | - |  | ------ | - |  | ----- | - |  | ---- | - |  | ---- | - |  | ----- | - |  | ----- | -
|                                                       |  | Norway |   |  | UnitedKingdom |   |  | France |   |  | Total |  
|For the fiscal year (in $ millions)                    |  | 2008   |   |  | 2007          |   |  | 2008   |   |  | 2007  |   |  | 2008 |   |  | 2007 |   |  | 2008  |   |  | 2007  |  
|Change in present value of defined benefit obligation: |  |        |   |  |               |   |  |        |   |  |       |   |  |      |   |  |      |   |  |       |   |  |       |  
|At December 1                                          |  | 72.3   |   |  | 58.0          |   |  | 28.5   |   |  | 27.0  |   |  | 9.4  |   |  | 7.2  |   |  | 110.2 |   |  | 92.2  |  
|Service costs                                          |  | 8.3    |   |  | 9.6           |   |  | 0.2    |   |  | 0.6   |   |  | 0.7  |   |  | 0.5  |   |  | 9.2   |   |  | 10.7  |  
|Members contribution                                  |  |       |   |  |              |   |  | 0.1    |   |  | 0.2   |   |  |     |   |  |     |   |  | 0.1   |   |  | 0.2   |  
|Interest cost                                          |  | 2.6    |   |  | 2.8           |   |  | 1.3    |   |  | 1.4   |   |  | 0.4  |   |  | 0.3  |   |  | 4.3   |   |  | 4.5   |  
|Actuarial gains / (losses)                             |  | 2.6    |   |  | (5.1          | ) |  | (3.0   | ) |  | (1.7  | ) |  | 1.7  |   |  | 2.0  |   |  | 1.3   |   |  | (4.8  | )
|Benefits paid                                          |  | (0.5   | ) |  | (0.5          | ) |  | (0.7   | ) |  | (0.6  | ) |  | (0.5 | ) |  | (0.5 | ) |  | (1.7  | ) |  | (1.6  | )
|Norwegian national insurance                           |  | (2.8   | ) |  | 0.2           |   |  |       |   |  |      |   |  |     |   |  |     |   |  | (2.8  | ) |  | 0.2   |  
|Settlement                                             |  | (52.6  | ) |  |              |   |  |       |   |  |      |   |  |     |   |  |     |   |  | (52.6 | ) |  |      |  
|Other                                                  |  |       |   |  |              |   |  |       |   |  |      |   |  | (2.8 | ) |  | 0.5  |   |  | (2.8  | ) |  | 0.5   |  
|Foreign currency exchange rate changes                 |  | (13.8  | ) |  | 7.3           |   |  | (7.3   | ) |  | 1.6   |   |  | (1.3 | ) |  | (0.6 | ) |  | (22.4 | ) |  | 8.3   |  
|                                                       |  |        |   |  |               |   |  |        |   |  |       |   |  |      |   |  |      |   |  |       |   |  |       |  
|At November 30                                         |  | 16.1   |   |  | 72.3          |   |  | 19.1   |   |  | 28.5  |   |  | 7.6  |   |  | 9.4  |   |  | 42.8  |   |  | 110.2 |  
|                                                       |  |        |   |  |               |   |  |        |   |  |       |   |  |      |   |  |      |   |  |       |   |  |       |  
|Change in fair value of plan assets:                   |  |        |   |  |               |   |  |        |   |  |       |   |  |      |   |  |      |   |  |       |   |  |       |  
|At December 1                                          |  | 41.5   |   |  | 31.3          |   |  | 20.7   |   |  | 17.2  |   |  |     |   |  |     |   |  | 62.2  |   |  | 48.5  |  
|Estimated return on plan assets                        |  | 1.8    |   |  | 2.3           |   |  | 1.2    |   |  | 1.2   |   |  |     |   |  |     |   |  | 3.0   |   |  | 3.5   |  
|Actuarial gains / (losses)                             |  | (3.9   | ) |  | (1.1          | ) |  | (4.8   | ) |  | 1.0   |   |  |     |   |  |     |   |  | (8.7  | ) |  | (0.1  | )
|Members contribution                                  |  |       |   |  |              |   |  | 0.1    |   |  | 0.2   |   |  |     |   |  |     |   |  | 0.1   |   |  | 0.2   |  
|Company contributions                                  |  | 5.2    |   |  | 5.6           |   |  | 0.9    |   |  | 0.7   |   |  |     |   |  |     |   |  | 6.1   |   |  | 6.3   |  
|Benefits paid                                          |  | (0.5   | ) |  | (0.5          | ) |  | (0.7   | ) |  | (0.6  | ) |  |     |   |  |     |   |  | (1.2  | ) |  | (1.1  | )
|Settlement                                             |  | (23.4  | ) |  |              |   |  |       |   |  |      |   |  |     |   |  |     |   |  | (23.4 | ) |  |      |  
|Other                                                  |  | (0.2   | ) |  |              |   |  |       |   |  |      |   |  |     |   |  |     |   |  | (0.2  | ) |  |      |  
|Foreign currency exchange rate changes                 |  | (7.9   | ) |  | 3.9           |   |  | (5.2   | ) |  | 1.0   |   |  |     |   |  |     |   |  | (13.1 | ) |  | 4.9   |  
|                                                       |  |        |   |  |               |   |  |        |   |  |       |   |  |      |   |  |      |   |  |       |   |  |       |  
|At November 30                                         |  | 12.6   |   |  | 41.5          |   |  | 12.2   |   |  | 20.7  |   |  |     |   |  |     |   |  | 24.8  |   |  | 62.2  |  
|                                                       |  |        |   |  |               |   |  |        |   |  |       |   |  |      |   |  |      |   |  |       |   |  |       |  
|Funded Status                                          |  | (3.5   | ) |  | (30.8         | ) |  | (6.9   | ) |  | (7.8  | ) |  | (7.6 | ) |  | (9.4 | ) |  | (18.0 | ) |  | (48.0 | )
|                                                       |  |        |   |  |               |   |  |        |   |  |       |   |  |      |   |  |      |   |  |       |   |  |       |  
|Past service costs not yet recognised in Balance Sheet |  |        |   |  |               |   |  |        |   |  |       |   |  |      |   |  |      |   |  | (2.9  | ) |  |      |  
|Indonesian retirement indemnity plan                   |  |        |   |  |               |   |  |        |   |  |       |   |  |      |   |  |      |   |  | (0.2  | ) |  | (0.5  | )
|                                                       |  |        |   |  |               |   |  |        |   |  |       |   |  |      |   |  |      |   |  |       |   |  |       |  
|Overall Status                                         |  |        |   |  |               |   |  |        |   |  |       |   |  |      |   |  |      |   |  | (21.1 | ) |  | (48.5 | )
|                                                       |  |        |   |  |               |   |  |        |   |  |       |   |  |      |   |  |      |   |  |       |   |  |       |  

Included within the defined benefit obligation are amounts arising from plans which
are unfunded. The unfunded plans are one Norwegian plan with an obligation of $1.3 million (2007: $1.4 million) and the French plan.



F-72



---

Notes to the Consolidated Financial Statements(Continued)



The principal assumptions used for the purposes of the actuarial valuations were as
follows:



|                                 |  |        |  |               |  |        |  |                         |  |      |  |      |  |      |  |     
|-------------------------------- |  | ------ |  | ------------- |  | ------ |  | ----------------------- |  | ---- |  | ---- |  | ---- |  | ----
|                                 |  | Norway |  | UnitedKingdom |  | France |  | Total  weightedaverage
|For the fiscal year (in %)       |  | 2008   |  | 2007          |  | 2008   |  | 2007                    |  | 2008 |  | 2007 |  | 2008 |  | 2007
|Key assumptions used:            |  |        |  |               |  |        |  |                         |  |      |  |      |  |      |  |     
|Discount rate                    |  | 4.3    |  | 4.7           |  | 7.0    |  | 6.0                     |  | 6.0  |  | 4.5  |  | 5.8  |  | 5.0 
|Expected return on scheme assets |  | 6.3    |  | 5.8           |  | 7.6    |  | 7.3                     |  |     |  |     |  | 6.9  |  | 6.3 
|Rate of compensation increase    |  | 4.5    |  | 4.5           |  | 4.3    |  | 4.3                     |  | 4.9  |  | 4.5  |  | 4.5  |  | 4.5 

Amounts recognised in the consolidated income statement within revenue, operating
expenses and administrative expenses in respect of these defined benefit schemes are as follows:



|                                    |  |        |   |  |               |   |  |        |   |       |      |   |  |      |   |  |      |  |       |   |  |      |  
|----------------------------------- |  | ------ | - |  | ------------- | - |  | ------ | - | ----- | ---- | - |  | ---- | - |  | ---- |  | ----- | - |  | ---- | -
|                                    |  | Norway |   |  | UnitedKingdom |   |  | France |   | Total |     
|For the fiscal year (in $ millions) |  | 2008   |   |  | 2007          |   |  | 2008   |   |       | 2007 |   |  | 2008 |   |  | 2007 |  | 2008  |   |  | 2007 |  
|Service cost                        |  | 8.3    |   |  | 9.5           |   |  | 0.2    |   |       | 0.6  |   |  | 0.7  |   |  | 0.6  |  | 9.2   |   |  | 10.7 |  
|Interest cost                       |  | 2.6    |   |  | 2.8           |   |  | 1.3    |   |       | 1.4  |   |  | 0.4  |   |  | 0.3  |  | 4.3   |   |  | 4.5  |  
|Expected return on plan assets      |  | (1.8   | ) |  | (2.3          | ) |  | (1.2   | ) |       | (1.2 | ) |  |     |   |  |     |  | (3.0  | ) |  | (3.5 | )
|Past service cost                   |  |       |   |  |              |   |  |       |   |       |     |   |  | (0.7 | ) |  | 0.9  |  | (0.7  | ) |  | 0.9  |  
|Settlement                          |  | (33.3  | ) |  |              |   |  |       |   |       |     |   |  |     |   |  |     |  | (33.3 | ) |  |     |  
|Norwegian national insurance        |  | 1.3    |   |  | 1.4           |   |  |       |   |       |     |   |  |     |   |  |     |  | 1.3   |   |  | 1.4  |  
|                                    |  |        |   |  |               |   |  |        |   |       |      |   |  |      |   |  |      |  |       |   |  |      |  
|Total                               |  | (22.9  | ) |  | 11.4          |   |  | 0.3    |   |       | 0.8  |   |  | 0.4  |   |  | 1.8  |  | (22.2 | ) |  | 14.0 |  
|                                    |  |        |   |  |               |   |  |        |   |       |      |   |  |      |   |  |      |  |       |   |  |      |  

The amount recognised in the consolidated income statement for the Indonesian plan
was $0.2 million (2007: $0.2 million).

The estimated amounts of contributions expected to be paid to the scheme during fiscal
year 2009 is $1.5 million (2007: expected contributions in fiscal year 2008 was $5.8 million).

Actuarial gains and losses
have been reported in the statement of recognised income and expense. Actuarial gains and losses have been reported in the statement of recognised income and expense. The net cumulative amount after tax of actuarial losses recognised in the
statement of recognised income and expenses is $35.2 million (2007: $25.1 million), after tax effects of $11.0 million (2007: $9.9 million).

The actual loss on scheme assets was $5.7 million (2007: actual return on scheme assets was $3.4 million).

The major categories of plan assets, and the expected rate of return at the balance sheet date for each category, are as follows:



|                                    |  |        |  |               |  |       |  |      |  |      |  |     
|----------------------------------- |  | ------ |  | ------------- |  | ----- |  | ---- |  | ---- |  | ----
|                                    |  | Norway |  | UnitedKingdom |  | Total
|For the fiscal year (in $ millions) |  | 2008   |  | 2007          |  | 2008  |  | 2007 |  | 2008 |  | 2007
|Equity instruments                  |  | 0.8    |  | 12.2          |  | 8.7   |  | 15.2 |  | 9.5  |  | 27.4
|Bonds                               |  | 7.7    |  | 18.4          |  | 3.4   |  | 5.1  |  | 11.1 |  | 23.5
|Real estate                         |  | 2.1    |  | 6.3           |  |      |  |     |  | 2.1  |  | 6.3 
|Other assets                        |  | 2.0    |  | 4.6           |  | 0.1   |  | 0.4  |  | 2.1  |  | 5.0 
|                                    |  |        |  |               |  |       |  |      |  |      |  |     
|Total                               |  | 12.6   |  | 41.5          |  | 12.2  |  | 20.7 |  | 24.8 |  | 62.2
|                                    |  |        |  |               |  |       |  |      |  |      |  |     



F-73



---

Notes to the Consolidated Financial Statements(Continued)



The overall expected rate of return is a weighted average of the expected returns of the
various categories of plan assets held. This takes into account the evaluation of the plans assets, the plans proposed asset allocation, historical trends and experience and current and expected market conditions.

The history of experience adjustments is as follows:



|                                             |  |       |   |  |       |  
|-------------------------------------------- |  | ----- | - |  | ----- | -
|For the fiscal year (in $ millions)          |  | 2008  |   |  | 2007  |  
|Present value of defined benefit obligations |  | 42.8  |   |  | 110.2 |  
|Fair value of scheme assets                  |  | (24.8 | ) |  | (62.2 | )
|                                             |  |       |   |  |       |  
|Deficit in the scheme                        |  | 18.0  |   |  | 48.0  |  
|                                             |  |       |   |  |       |  
|Experience adjustments on scheme liabilities |  | (1.3  | ) |  | 4.8   |  
|Experience adjustments on scheme assets      |  | (8.7  | ) |  | (0.1  | )

In accordance with the transitional provisions for the amendments to IAS19,
Employee Benefits in December 2004, the disclosures above are determined prospectively from the date of transition to IFRS.

41.
Deferred revenue

Revenue deferred relating to the Groups obligations are as indicated:



|                                           |  |       |  |      
|------------------------------------------ |  | ----- |  | -----
|For the fiscal year (in $ millions)        |  | 2008  |  | 2007 
|Construction contracts (see Note 22)       |  | 245.8 |  | 185.8
|Advances received from clients (see below) |  | 59.8  |  | 31.6 
|                                           |  |       |  |      
|Total                                      |  | 305.6 |  | 217.4
|                                           |  |       |  |      

Construction contracts are the gross amount due to clients for contract work billed
prior to progress of work performed. This is adjusted for estimated losses at completion.

Advances are amounts received
before the related work is performed.

The total deferred revenue relates to periods not exceeding twelve months.

Advances received from clients are recognised as follows:



|                                                         |  |       |   |  |       |  
|-------------------------------------------------------- |  | ----- | - |  | ----- | -
|For the fiscal year (in $ millions)                      |  | 2008  |   |  | 2007  |  
|Balance at December 1                                    |  | 31.6  |   |  | 51.2  |  
|Revenue deferred in respect of revenue booked in advance |  | 59.8  |   |  | 10.7  |  
|Revenue recognised on discharge of obligation            |  | (31.6 | ) |  | (30.3 | )
|                                                         |  |       |   |  |       |  
|Balance at November 30                                   |  | 59.8  |   |  | 31.6  |  
|                                                         |  |       |   |  |       |  



F-74



---

Notes to the Consolidated Financial Statements(Continued)



42. Cash flow from operating activities



|                                                                  |  |       |  |       |   |  |       |  
|----------------------------------------------------------------- |  | ----- |  | ----- | - |  | ----- | -
|For the fiscal year November 30 (in $ millions)                   |  | Notes |  | 2008  |   |  | 2007  |  
|Cash flows from operating activities:                             |  |       |  |       |   |  |       |  
|Net income                                                        |  |       |  | 307.2 |   |  | 134.5 |  
|Adjustments for:                                                  |  |       |  |       |   |  |       |  
|Depreciation of property, plant and equipment                     |  | 15    |  | 115.8 |   |  | 91.0  |  
|Net impairment of property, plant and equipment                   |  | 15    |  | (11.5 | ) |  | 0.3   |  
|Amortisation of intangible assets                                 |  | 14    |  | 0.2   |   |  | 0.3   |  
|Share in net income of associates and joint ventures              |  | 16    |  | (63.0 | ) |  | (31.5 | )
|Mobilisation costs                                                |  |       |  | 2.4   |   |  | 2.6   |  
|Share based payments                                              |  | 39    |  | 3.9   |   |  | 4.2   |  
|Interest on convertible loan notes                                |  | 30    |  | 28.4  |   |  | 27.1  |  
|Inventories written back / (written off)                          |  |       |  | 0.9   |   |  | (0.7  | )
|Deferred tax                                                      |  |       |  | 46.1  |   |  | (2.2  | )
|Gains on disposal of property, plant and equipment                |  | 9     |  | (5.4  | ) |  | (13.6 | )
|Foreign currency on liquidation of entities                       |  | 16    |  | 0.3   |   |  | 1.4   |  
|                                                                  |  |       |  |       |   |  |       |  
|                                                                  |  |       |  | 425.3 |   |  | 213.4 |  
|                                                                  |  |       |  |       |   |  |       |  
|Changes in operating assets and liabilities, net of acquisitions: |  |       |  |       |   |  |       |  
|Increase in inventories                                           |  |       |  | (10.8 | ) |  | (5.9  | )
|Increase in trade and other receivables                           |  |       |  | (47.6 | ) |  | (90.0 | )
|Increase / (decrease) in accrued salaries and benefits            |  |       |  | 2.3   |   |  | (5.2  | )
|Increase in trade and other liabilities                           |  |       |  | 235.5 |   |  | (8.0  | )
|(Decrease) / increase in current tax liabilities                  |  |       |  | (96.7 | ) |  | 145.8 |  
|Net realised mark-to-market hedging transactions                  |  |       |  | (14.9 | ) |  | 1.2   |  
|                                                                  |  |       |  |       |   |  |       |  
|                                                                  |  |       |  | 67.8  |   |  | 37.9  |  
|                                                                  |  |       |  |       |   |  |       |  
|Net cash generated from operating activities                      |  |       |  | 493.1 |   |  | 251.3 |  
|                                                                  |  |       |  |       |   |  |       |  

During fiscal year 2008 the Group paid tax of $213.6 million (2007: $75.7 million).

43. Explanation of transition to IFRS

This is the first year that Acergy is presenting its financial statements under International Financial Reporting Standards (IFRS). The following disclosures are required in the year of transition. The
last financial statements under US GAAP were for the year ended November 30, 2007 and the date of transition to IFRS was therefore December 1, 2006.

Accordingly the Group has prepared financial statements which comply with IFRS applicable from periods beginning on or after December 1, 2006, and significant accounting policies are set forth in
Note 3. The analysis below includes a reconciliation of net assets and income as reported under US GAAP as at November 30, 2007 to the revised net assets and income under IFRS as reported in these financial statements (refer to column
IFRS 2007). In addition, there is a reconciliation of net assets under US GAAP to IFRS as at the IFRS transition of December 1, 2006 (refer to column IFRS 2006). The notes (a) to (j) below give further
details of the transition effect.

Furthermore, the IFRS 2007 amounts had to be restated due to the Group
disposing of some operational assets after November 30, 2008 (refer to Note 12 Discontinued operations and Note 20 Assets classified as held for sale) and hence the net effect of comparative results have changed as shown
in the column IFRS 2007  restated.



F-75



---

Notes to the Consolidated Financial Statements(Continued)



Reconciliation of income for 2007



|                                                  |  |          |   |  |                  |   |  |                             |   |  |                  |   |  |                                        |   |  |                                |   |  |             |   |  |          |   |  |                                    |   |  |                    |  
|------------------------------------------------- |  | -------- | - |  | ---------------- | - |  | --------------------------- | - |  | ---------------- | - |  | -------------------------------------- | - |  | ------------------------------ | - |  | ----------- | - |  | -------- | - |  | ---------------------------------- | - |  | ------------------ | -
|For the fiscal year (in $ millions)               |  | USGAAP   |   |  | EmployeeBenefits |   |  | Property,Plant andEquipment |   |  | IntangibleAssets |   |  | FinancialInstruments ConvertibleNotes |   |  | Share-basedPaymentTransactions |   |  | IncomeTaxes |   |  | IFRS2007 |   |  | Discontinuedoperations adjustment |   |  | IFRS2007 restated |  
|Notes                                             |  |          |   |  | (e               | ) |  | (d                          | ) |  | (j               | ) |  | (g                                     | ) |  | (b                             | ) |  | (c          | ) |  |          |   |  |                                    |   |  |                    |  
|Revenue                                           |  | 2,663.4  |   |  |                 |   |  |                            |   |  |                 |   |  |                                       |   |  |                               |   |  |            |   |  | 2,663.4  |   |  | (257.1                             | ) |  | 2,406.3            |  
|Cost of sales                                     |  | (2,122.6 | ) |  | (0.6             | ) |  | (0.6                        | ) |  |                 |   |  |                                       |   |  | 3.1                            |   |  |            |   |  | (2,120.7 | ) |  | 261.6                              |   |  | (1,859.1           | )
|                                                  |  |          |   |  |                  |   |  |                             |   |  |                  |   |  |                                        |   |  |                                |   |  |             |   |  |          |   |  |                                    |   |  |                    |  
|Gross profit                                      |  | 540.8    |   |  | (0.6             | ) |  | (0.6                        | ) |  |                 |   |  |                                       |   |  | 3.1                            |   |  |            |   |  | 542.7    |   |  | 4.5                                |   |  | 547.2              |  
|Other operating income                            |  | 0.6      |   |  |                 |   |  |                            |   |  |                 |   |  |                                       |   |  |                               |   |  |            |   |  | 0.6      |   |  | (0.2                               | ) |  | 0.4                |  
|Administrative expenses                           |  | (227.7   | ) |  |                 |   |  |                            |   |  |                 |   |  |                                       |   |  |                               |   |  |            |   |  | (227.7   | ) |  | 0.1                                |   |  | (227.6             | )
|Other operating expenses                          |  | (0.2     | ) |  |                 |   |  |                            |   |  |                 |   |  |                                       |   |  |                               |   |  |            |   |  | (0.2     | ) |  | 0.2                                |   |  |                   |  
|Share of results of associates and joint ventures |  | 31.3     |   |  |                 |   |  | (1.4                        | ) |  | 1.6              |   |  |                                       |   |  |                               |   |  |            |   |  | 31.5     |   |  |                                   |   |  | 31.5               |  
|                                                  |  |          |   |  |                  |   |  |                             |   |  |                  |   |  |                                        |   |  |                                |   |  |             |   |  |          |   |  |                                    |   |  |                    |  
|Net operating income from continuing operations   |  | 344.8    |   |  | (0.6             | ) |  | (2.0                        | ) |  | 1.6              |   |  |                                       |   |  | 3.1                            |   |  |            |   |  | 346.9    |   |  | 4.6                                |   |  | 351.5              |  
|Investment income                                 |  | 30.8     |   |  |                 |   |  |                            |   |  |                 |   |  |                                       |   |  |                               |   |  |            |   |  | 30.8     |   |  |                                   |   |  | 30.8               |  
|Other gains and losses                            |  | 2.1      |   |  |                 |   |  |                            |   |  |                 |   |  |                                       |   |  |                               |   |  |            |   |  | 2.1      |   |  | (1.5                               | ) |  | 0.6                |  
|Finance costs                                     |  | (22.9    | ) |  |                 |   |  |                            |   |  |                 |   |  | (14.5                                  | ) |  |                               |   |  | (1.6        | ) |  | (39.0    | ) |  |                                   |   |  | (39.0              | )
|                                                  |  |          |   |  |                  |   |  |                             |   |  |                  |   |  |                                        |   |  |                                |   |  |             |   |  |          |   |  |                                    |   |  |                    |  
|Net income before tax                             |  | 354.8    |   |  | (0.6             | ) |  | (2.0                        | ) |  | 1.6              |   |  | (14.5                                  | ) |  | 3.1                            |   |  | (1.6        | ) |  | 340.8    |   |  | 3.1                                |   |  | 343.9              |  
|Taxation                                          |  | (199.9   | ) |  |                 |   |  |                            |   |  |                 |   |  |                                       |   |  | (1.5                           | ) |  | (10.8       | ) |  | (212.2   | ) |  | (2.9                               | ) |  | (215.1             | )
|                                                  |  |          |   |  |                  |   |  |                             |   |  |                  |   |  |                                        |   |  |                                |   |  |             |   |  |          |   |  |                                    |   |  |                    |  
|Net income from continuing operations             |  | 154.9    |   |  | (0.6             | ) |  | (2.0                        | ) |  | 1.6              |   |  | (14.5                                  | ) |  | 1.6                            |   |  | (12.4       | ) |  | 128.6    |   |  | 0.2                                |   |  | 128.8              |  
|Net income from discontinued operations           |  | 5.9      |   |  |                 |   |  |                            |   |  |                 |   |  |                                       |   |  |                               |   |  |            |   |  | 5.9      |   |  | (0.2                               | ) |  | 5.7                |  
|                                                  |  |          |   |  |                  |   |  |                             |   |  |                  |   |  |                                        |   |  |                                |   |  |             |   |  |          |   |  |                                    |   |  |                    |  
|Net income / (loss)                               |  | 160.8    |   |  | (0.6             | ) |  | (2.0                        | ) |  | 1.6              |   |  | (14.5                                  | ) |  | 1.6                            |   |  | (12.4       | ) |  | 134.5    |   |  |                                   |   |  | 134.5              |  
|                                                  |  |          |   |  |                  |   |  |                             |   |  |                  |   |  |                                        |   |  |                                |   |  |             |   |  |          |   |  |                                    |   |  |                    |  



F-76



---

Notes to the Consolidated Financial Statements(Continued)



Reconciliation of equity at December 1, 2006 (Date of transition to IFRS)



|                                          |  |         |   |  |                                         |   |  |                     |   |  |                  |   |  |                                      |   |  |                      |   |  |                                        |   |  |                                                 |   |  |                        |   |  |          |  
|----------------------------------------- |  | ------- | - |  | --------------------------------------- | - |  | ------------------- | - |  | ---------------- | - |  | ------------------------------------ | - |  | -------------------- | - |  | -------------------------------------- | - |  | ----------------------------------------------- | - |  | ---------------------- | - |  | -------- | -
|(in $ millions)                           |  | USGAAP  |   |  | Reclassifi-cation ofDry-dockexpenditure |   |  | Share-basedPayments |   |  | EmployeeBenefits |   |  | Reclassifi-cation ofMinorityInterest |   |  | Impair-ment ofAssets |   |  | FinancialInstruments ConvertibleNotes |   |  | FinancialInstruments HedgingCapitalExpenditure |   |  | OtherNon-materialItems |   |  | IFRS2006 |  
|Notes                                     |  |         |   |  | (a                                      | ) |  | (b                  | ) |  | (e               | ) |  | (f                                   | ) |  | (i                   | ) |  | (g                                     | ) |  | (h                                              | ) |  |                        |   |  |          |  
|Intangible assets                         |  | 4.1     |   |  |                                        |   |  |                    |   |  |                 |   |  |                                     |   |  |                     |   |  |                                       |   |  |                                                |   |  |                       |   |  | 4.1      |  
|Property, plant and equipment             |  | 645.6   |   |  | 28.4                                    |   |  |                    |   |  |                 |   |  |                                     |   |  |                     |   |  |                                       |   |  | (2.2                                            | ) |  | 1.4                    |   |  | 673.2    |  
|Interest in associates and joint ventures |  | 68.2    |   |  |                                        |   |  |                    |   |  | (0.4             | ) |  |                                     |   |  | 8.6                  |   |  |                                       |   |  |                                                |   |  | 0.5                    |   |  | 76.9     |  
|Advances and receivables (a)              |  | 79.6    |   |  | (28.4                                   | ) |  |                    |   |  | (5.9             | ) |  |                                     |   |  |                     |   |  | (7.7                                   | ) |  |                                                |   |  |                       |   |  | 37.6     |  
|Deferred tax assets                       |  | 31.0    |   |  |                                        |   |  | 10.4                |   |  | 6.1              |   |  |                                     |   |  |                     |   |  |                                       |   |  |                                                |   |  |                       |   |  | 47.5     |  
|                                          |  |         |   |  |                                         |   |  |                     |   |  |                  |   |  |                                      |   |  |                      |   |  |                                        |   |  |                                                 |   |  |                        |   |  |          |  
|Total non-current assets                  |  | 828.5   |   |  |                                        |   |  | 10.4                |   |  | (0.2             | ) |  |                                     |   |  | 8.6                  |   |  | (7.7                                   | ) |  | (2.2                                            | ) |  | 1.9                    |   |  | 839.3    |  
|                                          |  |         |   |  |                                         |   |  |                     |   |  |                  |   |  |                                      |   |  |                      |   |  |                                        |   |  |                                                 |   |  |                        |   |  |          |  
|Inventories                               |  | 23.5    |   |  |                                        |   |  |                    |   |  |                 |   |  |                                     |   |  |                     |   |  |                                       |   |  |                                                |   |  | (1.4                   | ) |  | 22.1     |  
|Trade and other receivables (a)           |  | 412.0   |   |  |                                        |   |  |                    |   |  |                 |   |  |                                     |   |  |                     |   |  |                                       |   |  |                                                |   |  |                       |   |  | 412.0    |  
|Other accrued income and prepaid expenses |  | 206.9   |   |  |                                        |   |  |                    |   |  |                 |   |  |                                     |   |  |                     |   |  | (1.3                                   | ) |  |                                                |   |  |                       |   |  | 205.6    |  
|Restricted cash balances                  |  | 4.1     |   |  |                                        |   |  |                    |   |  |                 |   |  |                                     |   |  |                     |   |  |                                       |   |  |                                                |   |  |                       |   |  | 4.1      |  
|Cash and cash equivalents                 |  | 717.5   |   |  |                                        |   |  |                    |   |  |                 |   |  |                                     |   |  |                     |   |  |                                       |   |  |                                                |   |  |                       |   |  | 717.5    |  
|Assets held for sale                      |  | 16.7    |   |  |                                        |   |  |                    |   |  |                  |   |  |                                     |   |  |                     |   |  |                                       |   |  |                                                |   |  |                       |   |  | 16.7     |  
|                                          |  |         |   |  |                                         |   |  |                     |   |  |                  |   |  |                                      |   |  |                      |   |  |                                        |   |  |                                                 |   |  |                        |   |  |          |  
|Total current assets                      |  | 1,380.7 |   |  |                                        |   |  |                    |   |  |                 |   |  |                                     |   |  |                     |   |  | (1.3                                   | ) |  |                                                |   |  | (1.4                   | ) |  | 1,378.0  |  
|                                          |  |         |   |  |                                         |   |  |                     |   |  |                  |   |  |                                      |   |  |                      |   |  |                                        |   |  |                                                 |   |  |                        |   |  |          |  
|Total assets                              |  | 2,209.2 |   |  |                                        |   |  | 10.4                |   |  | (0.2             | ) |  |                                     |   |  | 8.6                  |   |  | (9.0                                   | ) |  | (2.2                                            | ) |  | 0.5                    |   |  | 2,217.3  |  
|                                          |  |         |   |  |                                         |   |  |                     |   |  |                  |   |  |                                      |   |  |                      |   |  |                                        |   |  |                                                 |   |  |                        |   |  |          |  
|Issued share Capital                      |  | 389.0   |   |  |                                        |   |  |                    |   |  |                 |   |  |                                     |   |  |                     |   |  |                                       |   |  |                                                |   |  |                       |   |  | 389.0    |  
|Own shares                                |  | (17.5   | ) |  |                                        |   |  |                    |   |  |                 |   |  |                                     |   |  |                     |   |  |                                       |   |  |                                                |   |  |                       |   |  | (17.5    | )
|Paid-in surplus                           |  | 475.0   |   |  |                                        |   |  | 5.0                 |   |  |                 |   |  |                                     |   |  |                     |   |  |                                       |   |  |                                                |   |  |                       |   |  | 480.0    |  
|Equity reserve                            |  |        |   |  |                                        |   |  |                     |   |  |                 |   |  |                                     |   |  |                     |   |  | 110.7                                  |   |  |                                                |   |  |                       |   |  | 110.7    |  
|Translation reserve                       |  | 18.1    |   |  | (18.1                                   | ) |  |                     |   |  |                 |   |  |                                     |   |  |                     |   |  |                                       |   |  |                                                |   |  |                       |   |  |         |  
|Other reserves                            |  | (10.6   | ) |  |                                        |   |  |                     |   |  | (15.3            | ) |  |                                     |   |  |                     |   |  |                                       |   |  | (2.2                                            | ) |  |                       |   |  | (28.1    | )
|Accumulated deficit                       |  | (154.3  | ) |  | 18.1                                    |   |  | (7.6                | ) |  |                 |   |  |                                     |   |  | 8.6                  |   |  | (1.9                                   | ) |  |                                                |   |  |                       |   |  | (137.1   | )
|Minority interest                         |  |        |   |  |                                        |   |  |                    |   |  |                 |   |  | 18.7                                 |   |  |                     |   |  |                                       |   |  |                                                |   |  |                       |   |  | 18.7     |  
|                                          |  |         |   |  |                                         |   |  |                     |   |  |                  |   |  |                                      |   |  |                      |   |  |                                        |   |  |                                                 |   |  |                        |   |  |          |  
|Total equity                              |  | 699.7   |   |  |                                        |   |  | (2.6                | ) |  | (15.3            | ) |  | 18.7                                 |   |  | 8.6                  |   |  | 108.8                                  |   |  | (2.2                                            | ) |  |                       |   |  | 815.7    |  
|                                          |  |         |   |  |                                         |   |  |                     |   |  |                  |   |  |                                      |   |  |                      |   |  |                                        |   |  |                                                 |   |  |                        |   |  |          |  
|Trade and other payables (a)              |  | 663.1   |   |  |                                        |   |  | 13.0                |   |  |                 |   |  |                                     |   |  |                     |   |  |                                       |   |  |                                                |   |  |                       |   |  | 676.1    |  
|Current tax liabilities                   |  | 12.6    |   |  |                                        |   |  |                    |   |  |                 |   |  |                                     |   |  |                     |   |  |                                       |   |  |                                                |   |  |                       |   |  | 12.6     |  
|Current borrowings                        |  | 2.4     |   |  |                                        |   |  |                    |   |  |                 |   |  |                                     |   |  |                     |   |  |                                       |   |  |                                                |   |  |                       |   |  | 2.4      |  
|Deferred revenue                          |  | 234.8   |   |  |                                        |   |  |                    |   |  |                 |   |  |                                     |   |  |                     |   |  |                                       |   |  |                                                |   |  |                       |   |  | 234.8    |  
|Non-current borrowings                    |  | 507.1   |   |  |                                        |   |  |                    |   |  |                 |   |  |                                     |   |  |                     |   |  | (135.5                                 | ) |  |                                                |   |  |                       |   |  | 371.6    |  
|Retirement benefit obligations            |  | 29.5    |   |  |                                        |   |  |                    |   |  | 15.1             |   |  |                                     |   |  |                     |   |  |                                       |   |  |                                                |   |  |                       |   |  | 44.6     |  
|Deferred tax liabilities                  |  | 13.5    |   |  |                                        |   |  |                    |   |  |                 |   |  |                                     |   |  |                     |   |  | 17.7                                   |   |  |                                                |   |  |                       |   |  | 31.2     |  
|Minority interest                         |  | 18.7    |   |  |                                        |   |  |                    |   |  |                 |   |  | (18.7                                | ) |  |                     |   |  |                                       |   |  |                                                |   |  |                       |   |  |         |  
|Other non-current liabilities             |  | 27.8    |   |  |                                        |   |  |                    |   |  |                 |   |  |                                     |   |  |                     |   |  |                                       |   |  |                                                |   |  | 0.5                    |   |  | 28.3     |  
|                                          |  |         |   |  |                                         |   |  |                     |   |  |                  |   |  |                                      |   |  |                      |   |  |                                        |   |  |                                                 |   |  |                        |   |  |          |  
|Total liabilities                         |  | 1,509.5 |   |  |                                        |   |  | 13.0                |   |  | 15.1             |   |  | (18.7                                | ) |  |                     |   |  | (117.8                                 | ) |  |                                                |   |  | 0.5                    |   |  | 1,401.6  |  
|                                          |  |         |   |  |                                         |   |  |                     |   |  |                  |   |  |                                      |   |  |                      |   |  |                                        |   |  |                                                 |   |  |                        |   |  |          |  
|Total equity and liabilities              |  | 2,209.2 |   |  |                                        |   |  | 10.4                |   |  | (0.2             | ) |  |                                     |   |  | 8.6                  |   |  | (9.0                                   | ) |  | (2.2                                            | ) |  | 0.5                    |   |  | 2,217.3  |  
|                                          |  |         |   |  |                                         |   |  |                     |   |  |                  |   |  |                                      |   |  |                      |   |  |                                        |   |  |                                                 |   |  |                        |   |  |          |  



|(a) | Includes derivative financial instruments.
|--- | ------------------------------------------



F-77



---

Notes to the Consolidated Financial Statements(Continued)



Reconciliation of equity at November 30, 2007 (date of last US GAAP financial
statements)



|                                          |  |         |   |  |                                         |   |  |                     |   |  |             |   |  |                  |   |  |                                      |   |  |                      |   |  |                                        |   |  |                                                   |   |  |                   |   |  |                        |   |  |          |  
|----------------------------------------- |  | ------- | - |  | --------------------------------------- | - |  | ------------------- | - |  | ----------- | - |  | ---------------- | - |  | ------------------------------------ | - |  | -------------------- | - |  | -------------------------------------- | - |  | ------------------------------------------------- | - |  | ----------------- | - |  | ---------------------- | - |  | -------- | -
|(in $ millions)                           |  | USGAAP  |   |  | Reclassifi-cation ofDry-dockexpenditure |   |  | Share-basedPayments |   |  | IncomeTaxes |   |  | EmployeeBenefits |   |  | Reclassifi-cation ofMinorityInterest |   |  | Impair-ment ofAssets |   |  | FinancialInstruments ConvertibleNotes |   |  | FinancialInstru-ments HedgingCapitalExpen-diture |   |  | Intan-gibleAssets |   |  | OtherNon-materialItems |   |  | IFRS2007 |  
|Notes                                     |  |         |   |  | (a                                      | ) |  | (b                  | ) |  | (c          | ) |  | (e               | ) |  | (f                                   | ) |  | (i                   | ) |  | (g                                     | ) |  | (h                                                | ) |  | (j                | ) |  |                        |   |  |          |  
|Intangible assets                         |  | 3.7     |   |  |                                        |   |  |                    |   |  |            |   |  |                 |   |  |                                     |   |  |                     |   |  |                                       |   |  |                                                  |   |  |                  |   |  |                       |   |  | 3.7      |  
|Property, plant and equipment             |  | 787.8   |   |  | 31.2                                    |   |  |                    |   |  |            |   |  |                 |   |  |                                     |   |  |                     |   |  |                                       |   |  | (5.6                                              | ) |  |                  |   |  | 0.8                    |   |  | 814.2    |  
|Interest in associates and joint ventures |  | 98.0    |   |  |                                        |   |  |                    |   |  |            |   |  | (0.4             | ) |  |                                     |   |  | 7.2                  |   |  |                                       |   |  |                                                  |   |  | 1.6               |   |  |                       |   |  | 106.4    |  
|Advances and receivables                  |  | 78.1    |   |  | (31.2                                   | ) |  |                    |   |  |            |   |  | (0.9             | ) |  |                                     |   |  |                     |   |  | (6.4                                   | ) |  |                                                  |   |  |                  |   |  |                       |   |  | 39.6     |  
|Derivative financial instruments          |  | 0.2     |   |  |                                        |   |  |                    |   |  |            |   |  |                 |   |  |                                     |   |  |                     |   |  |                                       |   |  |                                                  |   |  |                  |   |  |                       |   |  | 0.2      |  
|Retirement benefit assets                 |  | 1.1     |   |  |                                        |   |  |                    |   |  |            |   |  |                 |   |  |                                     |   |  |                     |   |  |                                       |   |  |                                                  |   |  |                  |   |  |                       |   |  | 1.1      |  
|Deferred tax assets                       |  | 48.2    |   |  |                                        |   |  | 7.9                 |   |  |            |   |  | 3.8              |   |  |                                     |   |  |                     |   |  |                                       |   |  |                                                  |   |  |                  |   |  |                       |   |  | 59.9     |  
|                                          |  |         |   |  |                                         |   |  |                     |   |  |             |   |  |                  |   |  |                                      |   |  |                      |   |  |                                        |   |  |                                                   |   |  |                   |   |  |                        |   |  |          |  
|Total non-current assets                  |  | 1,017.1 |   |  |                                        |   |  | 7.9                 |   |  |            |   |  | 2.5              |   |  |                                     |   |  | 7.2                  |   |  | (6.4                                   | ) |  | (5.6                                              | ) |  | 1.6               |   |  | 0.8                    |   |  | 1,025.1  |  
|                                          |  |         |   |  |                                         |   |  |                     |   |  |             |   |  |                  |   |  |                                      |   |  |                      |   |  |                                        |   |  |                                                   |   |  |                   |   |  |                        |   |  |          |  
|Inventories                               |  | 30.6    |   |  |                                         |   |  |                    |   |  |            |   |  |                 |   |  |                                     |   |  |                     |   |  |                                       |   |  |                                                  |   |  |                  |   |  | (1.4                   | ) |  | 29.2     |  
|Trade and other receivables               |  | 485.1   |   |  |                                        |   |  |                    |   |  |            |   |  |                 |   |  |                                     |   |  |                     |   |  |                                       |   |  |                                                  |   |  |                  |   |  |                       |   |  | 485.1    |  
|Derivative financial instruments          |  | 21.3    |   |  |                                        |   |  |                    |   |  |            |   |  |                 |   |  |                                     |   |  |                     |   |  |                                       |   |  |                                                  |   |  |                  |   |  |                       |   |  | 21.3     |  
|Other accrued income and prepaid expenses |  | 274.7   |   |  |                                        |   |  |                    |   |  |            |   |  |                 |   |  |                                     |   |  |                     |   |  | (1.3                                   | ) |  |                                                  |   |  |                  |   |  |                       |   |  | 273.4    |  
|Restricted cash balances                  |  | 8.9     |   |  |                                        |   |  |                    |   |  |            |   |  |                 |   |  |                                     |   |  |                     |   |  |                                       |   |  |                                                  |   |  |                  |   |  |                       |   |  | 8.9      |  
|Cash and cash equivalents                 |  | 582.7   |   |  |                                        |   |  |                    |   |  |            |   |  |                 |   |  |                                     |   |  |                     |   |  |                                       |   |  |                                                  |   |  |                  |   |  |                       |   |  | 582.7    |  
|Assets held for sale                      |  | 1.1     |   |  |                                        |   |  |                    |   |  |            |   |  |                 |   |  |                                     |   |  |                     |   |  |                                       |   |  |                                                  |   |  |                  |   |  |                       |   |  | 1.1      |  
|Total current assets                      |  | 1,404.4 |   |  |                                        |   |  |                    |   |  |            |   |  |                 |   |  |                                     |   |  |                     |   |  | (1.3                                   | ) |  |                                                  |   |  |                  |   |  | (1.4                   | ) |  | 1,401.7  |  
|                                          |  |         |   |  |                                         |   |  |                     |   |  |             |   |  |                  |   |  |                                      |   |  |                      |   |  |                                        |   |  |                                                   |   |  |                   |   |  |                        |   |  |          |  
|Total assets                              |  | 2,421.5 |   |  |                                        |   |  | 7.9                 |   |  |            |   |  | 2.5              |   |  |                                     |   |  | 7.2                  |   |  | (7.7                                   | ) |  | (5.6                                              | ) |  | 1.6               |   |  | (0.6                   | ) |  | 2,426.8  |  
|                                          |  |         |   |  |                                         |   |  |                     |   |  |             |   |  |                  |   |  |                                      |   |  |                      |   |  |                                        |   |  |                                                   |   |  |                   |   |  |                        |   |  |          |  
|Issued share capital                      |  | 389.9   |   |  |                                        |   |  |                    |   |  |            |   |  |                 |   |  |                                     |   |  |                     |   |  |                                       |   |  |                                                  |   |  |                  |   |  |                       |   |  | 389.9    |  
|Own shares                                |  | (111.2  | ) |  |                                        |   |  |                    |   |  |            |   |  |                 |   |  |                                     |   |  |                     |   |  |                                       |   |  |                                                  |   |  |                  |   |  |                       |   |  | (111.2   | )
|Paid-in surplus                           |  | 488.9   |   |  |                                        |   |  | 4.0                 |   |  |            |   |  |                 |   |  |                                     |   |  |                     |   |  |                                       |   |  |                                                  |   |  |                  |   |  |                       |   |  | 492.9    |  
|Equity reserve                            |  |        |   |  |                                        |   |  |                    |   |  |            |   |  |                 |   |  |                                     |   |  |                     |   |  | 110.7                                  |   |  |                                                  |   |  |                  |   |  |                       |   |  | 110.7    |  
|Translation reserve                       |  | 47.2    |   |  | (18.1                                   | ) |  |                    |   |  |            |   |  |                 |   |  |                                     |   |  |                     |   |  |                                       |   |  |                                                  |   |  |                  |   |  |                       |   |  | 29.1     |  
|Other reserves                            |  | (6.6    | ) |  |                                        |   |  |                    |   |  |            |   |  | (9.7             | ) |  |                                     |   |  |                     |   |  |                                       |   |  | (5.6                                              | ) |  |                  |   |  |                       |   |  | (21.9    | )
|Retained earnings                         |  | (79.5   | ) |  | 18.1                                    |   |  | (6.0                | ) |  | (12.4       | ) |  | (0.6             | ) |  |                                     |   |  | 7.2                  |   |  | (16.4                                  | ) |  |                                                  |   |  | 1.6               |   |  | (0.6                   | ) |  | (88.6    | )
|Minority interest                         |  |        |   |  |                                        |   |  |                    |   |  |            |   |  |                 |   |  | 18.1                                 |   |  |                     |   |  |                                       |   |  |                                                  |   |  |                  |   |  |                       |   |  | 18.1     |  
|Total equity                              |  | 728.7   |   |  |                                        |   |  | (2.0                | ) |  | (12.4       | ) |  | (10.3            | ) |  | 18.1                                 |   |  | 7.2                  |   |  | 94.3                                   |   |  | (5.6                                              | ) |  | 1.6               |   |  | (0.6                   | ) |  | 819.0    |  
|                                          |  |         |   |  |                                         |   |  |                     |   |  |             |   |  |                  |   |  |                                      |   |  |                      |   |  |                                        |   |  |                                                   |   |  |                   |   |  |                        |   |  |          |  



F-78



---

Notes to the Consolidated Financial Statements(Continued)



|                                 |  |         |  |                                         |  |                     |  |             |  |                  |  |                                      |   |  |                      |  |                                        |   |  |                                                  |   |  |                   |  |                        |   |  |         
|-------------------------------- |  | ------- |  | --------------------------------------- |  | ------------------- |  | ----------- |  | ---------------- |  | ------------------------------------ | - |  | -------------------- |  | -------------------------------------- | - |  | ------------------------------------------------ | - |  | ----------------- |  | ---------------------- | - |  | --------
|(in $ millions)                  |  | USGAAP  |  | Reclassifi-cation ofDry-dockexpenditure |  | Share-basedPayments |  | IncomeTaxes |  | EmployeeBenefits |  | Reclassifi-cation ofMinorityInterest |   |  | Impair-ment ofAssets |  | FinancialInstruments ConvertibleNotes |   |  | FinancialInstru-ments HedgingCapitalExpenditure |   |  | Intan-gibleAssets |  | OtherNon-materialItems |   |  | IFRS2007
|Trade and other payables         |  | 679.1   |  |                                        |  | 9.9                 |  | 12.4        |  |                 |  |                                     |   |  |                     |  |                                       |   |  |                                                 |   |  |                  |  |                       |   |  | 701.4   
|Derivative financial instruments |  | 12.1    |  |                                        |  |                    |  |            |  |                 |  |                                     |   |  |                     |  |                                       |   |  |                                                 |   |  |                  |  |                       |   |  | 12.1    
|Provisions                       |  | 8.8     |  |                                        |  |                    |  |            |  |                 |  |                                     |   |  |                     |  |                                       |   |  |                                                 |   |  |                  |  |                       |   |  | 8.8     
|Current tax liabilities          |  | 157.3   |  |                                        |  |                    |  |            |  |                 |  |                                     |   |  |                     |  |                                       |   |  |                                                 |   |  |                  |  |                       |   |  | 157.3   
|Current borrowings               |  | 3.2     |  |                                        |  |                    |  |            |  |                 |  |                                     |   |  |                     |  |                                       |   |  |                                                 |   |  |                  |  |                       |   |  | 3.2     
|Deferred revenue                 |  | 217.4   |  |                                        |  |                    |  |            |  |                 |  |                                     |   |  |                     |  |                                       |   |  |                                                 |   |  |                  |  |                       |   |  | 217.4   
|Non-current borrowings           |  | 506.3   |  |                                        |  |                    |  |            |  |                 |  |                                     |   |  |                     |  | (119.7                                 | ) |  |                                                 |   |  |                  |  |                       |   |  | 386.6   
|Retirement benefit obligations   |  | 36.8    |  |                                        |  |                    |  |            |  | 12.8             |  |                                     |   |  |                     |  |                                       |   |  |                                                 |   |  |                  |  |                       |   |  | 49.6    
|Deferred tax liabilities         |  | 17.9    |  |                                        |  |                    |  |            |  |                 |  |                                     |   |  |                     |  | 17.7                                   |   |  |                                                 |   |  |                  |  |                       |   |  | 35.6    
|Minority interest                |  | 18.1    |  |                                        |  |                    |  |            |  |                 |  | (18.1                                | ) |  |                     |  |                                       |   |  |                                                 |   |  |                  |  |                        |   |  |        
|Non-current provisions           |  | 2.0     |  |                                        |  |                    |  |            |  |                 |  |                                     |   |  |                     |  |                                       |   |  |                                                 |   |  |                  |  |                       |   |  | 2.0     
|Other non-current liabilities    |  | 33.8    |  |                                        |  |                    |  |            |  |                 |  |                                     |   |  |                     |  |                                       |   |  |                                                 |   |  |                  |  |                       |   |  | 33.8    
|                                 |  |         |  |                                         |  |                     |  |             |  |                  |  |                                      |   |  |                      |  |                                        |   |  |                                                  |   |  |                   |  |                        |   |  |         
|Total liabilities                |  | 1,692.8 |  |                                        |  | 9.9                 |  | 12.4        |  | 12.8             |  | (18.1                                | ) |  |                     |  | (102.0                                 | ) |  |                                                 |   |  |                  |  |                       |   |  | 1,607.8 
|                                 |  |         |  |                                         |  |                     |  |             |  |                  |  |                                      |   |  |                      |  |                                        |   |  |                                                  |   |  |                   |  |                        |   |  |         
|Total equity and liabilities     |  | 2,421.5 |  |                                        |  | 7.9                 |  |            |  | 2.5              |  |                                     |   |  | 7.2                  |  | (7.7                                   | ) |  | (5.6                                             | ) |  | 1.6               |  | (0.6                   | ) |  | 2,426.8 
|                                 |  |         |  |                                         |  |                     |  |             |  |                  |  |                                      |   |  |                      |  |                                        |   |  |                                                  |   |  |                   |  |                        |   |  |         

(a) IFRS 1  First-time Adoption of IFRS

Cumulative Translation Differences  IFRS 1 allows cumulative currency translation differences to be set to zero as at the
transition date and translation differences arising subsequently are accumulated from that date. The effect of this was a one-off reduction of the accumulated deficit as at December 1, 2006 of $18.1 million, with no effect on equity or net
income.

Reclassification of Dry-dock Expenditure Under US GAAP, expenditure incurred to maintain a
vessels classification, is deferred and amortised over the period until the next dry-docking is scheduled for the asset (i.e. 2.5 years to 5 years). Under IFRS it is capitalised as a distinct component of the asset and depreciated over the
same period. The effect is to reclassify $31.2 million of deferred dry-dock expenditure from non-current prepayments (US GAAP) to property, plant and equipment (IFRS) at November 30, 2007 (2006: $28.4 million) with no effect on equity.



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Notes to the Consolidated Financial Statements(Continued)



(b) IFRS 2  Share-based Payments

Corporate Taxation  IFRS 2 requires the estimated future corporate income tax costs and social security costs impacting on the
share options to be accrued in the current results, based on the share price at the reporting date. US GAAP previously required recognition of payroll taxes only when the tax is levied. The effect of this is the immediate recognition of
additional costs and taxation costs through the consolidated income statement and the tax liability.

Deferred Taxation
 In addition the deferred tax is calculated based on the tax deduction for the share-based payment under the applicable tax law, whereas under US GAAP this was based on the accounting expense and adjusted up/down at realisation of the tax
benefit/deficit.

The effect of these adjustments is to increase the deferred income tax asset and trade and other payables
associated with a further net effect on shareholders paid in surplus and retained earnings.

The effect of this
adjustment is to increase deferred income tax assets by $7.9 million as at November 30, 2007 (2006: $10.4 million), and trade and other payables by $9.9 million as at November 30, 2007 (2006: $13.0 million). The net effect on equity is a
$2.0 million reduction as at November 30, 2007 (2006: $2.6 million). Net income for the year increases by $1.6 million for the year ended November 30, 2007.

(c) IAS 12  Income Taxes

IFRS introduces a number of detailed
provisions, some of which differ to those under US GAAP. As a result of these differences under IFRS, in the year ended November 30, 2007 an additional $12.4 million tax charge was recorded in respect of gains on intercompany asset sales.

This is in addition to recording the tax effect of the accounting adjustments identified as a result of conversion to IFRS.
These tax effects are described, as applicable, alongside the discussion of the related IFRS adjustment.

(d) IAS 16  Property,
Plant and Equipment

Under IFRS, the reversal of a prior impairment by one of Acergys non-consolidated joint
ventures (NKT Flexibles) results in increased depreciation charges. Refer to the discussion below in respect of IAS 36 for details of the reversal of the impairment. The effect of this is to reduce the share of net income of non-consolidated joint
ventures and associates by $1.4 million in the year ended November 30, 2007.

(e) IAS 19  Employee Benefits

The pension funding shortfalls attributable to actuarial gains and losses, which under US GAAP were spread over
future periods through the consolidated income statement, are required to be recorded in full in equity under IFRS. The effect is an increase in pension liabilities of $12.8 million as at November 30, 2007 (2006: $15.1 million), resulting in an
after tax reduction in shareholders equity of $10.3 million as at November 30, 2007 (2006: $15.3 million).

(f) IAS 27 
Consolidated and Separate Financial Statements

Under IFRS, minority interests are classified as equity rather than as
liabilities under US GAAP. The effect of this is an increase in equity of $18.1 million at November 30, 2007 (2006: $18.7 million), with a corresponding decrease in non-current liabilities.



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Notes to the Consolidated Financial Statements(Continued)



(g) IAS 32  Financial Instruments

Convertible Notes  IFRS requires separate valuation of the equity option associated with convertible notes. The effect of this
adjustment is a decrease in borrowings of $119.7 million at November 30, 2007 (2006: $135.5 million) with a corresponding after-tax increase in shareholders equity at November 30, 2007 of $94.3 million (2006: $108.8 million).
Reported borrowing costs for the year ended November 30, 2007 increase by $14.5 million in respect of the amortisation of the discount.

(h) IAS 39  Financial Instruments

Hedging Capital Expenditure  Under IFRS the impact
of hedging capital expenditure transactions is included in the cost of construction and depreciated over the useful life of the asset, whereas under US GAAP the amounts are deferred in equity and are amortised to income as the asset is
depreciated. The effect of this adjustment is a decrease in property, plant and equipment of $5.6 million at November 30, 2007 (2006: $2.2 million), with a corresponding decrease in equity.

(i) IAS 36  Impairment of Assets

IFRS requires an asset impairment to be reversed in the event of a subsequent increase in the recoverable amount of the asset. US GAAP does not permit this. In 2006 the non-consolidated joint venture
NKT Flexibles reversed an impairment charge in its IFRS books that it had recorded in 2002 in respect of under-utilisation of its manufacturing plant. The effect of this reversal is an increase in investment in associates of $7.2 million as at
November 30, 2007 (2006: $8.6 million), with an equivalent reduction in accumulated deficit. Acergys share of the associated increased depreciation charge for the year ended November 30, 2007 is $1.4 million after tax, and is
included in the share of results of associates.

(j) IAS 38  Intangible Assets

IFRS requires development costs incurred to establish patents to be capitalised and amortised over the useful life of the patents concerned.
The only capitalised patents in the Group are those developed by NKT Flexibles and capitalised in the fourth quarter of 2007. The effect of this is an increase in net equity as at November 30, 2007 of $1.6 million.

Explanation of material adjustments to the cash flow statement for 2007

The transition from US GAAP to IFRS has no effect on the reported cash flows generated by the Group. The IFRS cash flow statement is
presented in a different format from that previously required under US GAAP with cash flows split into three categories of activities  operating activities, investing activities, finance activities.

The reconciling items between the US GAAP presentation and the IFRS presentation have no net impact on the cash flow generated.

44. Post balance sheet events

On January 9, 2009 the sale of the Acergy Piper, a semi-submersible pipe-lay barge, which operated primarily in the North Sea and more recently on the Mexilhão project in Brazil, to
Saipem (Portugal) Comercio S.U. Lda for $78.0 million, was completed. Effectively this represents the disposal of the Trunkline business which was a non-core segment of the Group. Both Note 12 Discontinued operations and Note 20
Assets classified as held for sale disclose additional information relating to this transaction.

On
February 12, 2009 the Board resolved to recommend a dividend per common share of $0.22 (2007: $0.21), subject to shareholder approval at the Annual General Meeting.



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