Earnings Presentation

First Quarter 2011

May 11, 2011

12:00 noon UK time

Exhibit 99.2

2

Page 

11-May-11

Forward-looking statements

•

Certain

statements

made

in

this

presentation

may

include

“forward-looking

statements”

within

the

meaning

of

Section

27A

of

the

Securities

Act

and

Section

21E

of

the

US

Securities

Exchange

Act

of

1934.

These

statements

may

be

identified

by

the

use

of

words

like

“anticipate,”

“believe,”

“estimate,”

“expect,”

“intend,”

“may,”

“plan,”

“forecast”,

“project,”

“will,”

“should,”

“seek,”

and

similar

expressions.

These

statements

include,

but

are

not

limited

to,

statements

as

to

the

approximate

value

of

the

contract

awards,

the

date

of

commencement

and

completion

of

operations

of

contracts

and

the

scope

and

location

of

our

work

thereunder,

expectations

as

to

the

Group’s

performance

in

2011,

expectations

as

to

the

Group’s

approach

to

costs,

risk,

pricing,

execution

and

position

and

direction

of

the

market

in

2011,

including

statements

as

to

expected

activity

levels,

order

momentum,

margin

headwinds,

capital

expenditures,

administrative

expenses

and

the

reclassification

of

certain

such

expenses

as

operating

expenses,

integration

costs,

expected

depreciation

and

amortisation,

expected

effective

tax

rate

and

issued

share

count,

statements

contained

in

the

"Market

Overview

and

Outlook"

slide,

including

anticipated

oil

prices

and

tendering

activities,

activity

levels

and

pricing

environment

in

the

North

Sea,

expected

contracts

coming

to

market

in

West

Africa,

activity

levels

and

the

timing

for

improvements

in

the

Gulf

of

Mexico,

anticipated

opportunities

in

Brazil,

anticipated

SURF

contracts

coming

to

market

award

in

Asia

Pacific

and

the

timing

thereof,

and

the

Company’s

ability

to

capture

and

benefit

from

such

opportunities,

statements

as

to

the

Company’s

outlook

for

the

current

financial

year,

statements

as

to

the

expected

redemption

of

the

June

2011

convertible

bonds

and

the

Company’s

preparations

therefore,

statements

as

to

the

expected

accounting

treatment

for

the

Sonamet

investment,

statements

as

to

the

expected

date

of

operational

delivery

of

Seven

Borealis,

statements

as

to

the

date

Seven

Havila

is

expected

to

commence

work,

expectations

regarding

our

backlog,

the

progress

of

the

integration

of

Acergy

S.A.

and

Subsea

7

Inc.

and

statements

relating

to

the

financial

assumptions

for

2011.

The

forward-looking

statements

reflect

our

current

views

and

assumptions

and

are

subject

to

risks

and

uncertainties.

The

following

factors,

and

others

which

are

discussed

in

our

public

filings

and

submissions

with

the

U.S.

Securities

and

Exchange

Commission,

are

among

those

that

may

cause

actual

and

future

results

and

trends

to

differ

materially

from

our

forward-looking

statements:

actions

by

regulatory

authorities

or

other

third

parties;

unanticipated

costs

and

difficulties

related

to

the

integration

of

Acergy

S.A.

and

Subsea

7

Inc.

and

our

ability

to

achieve

benefits

therefrom;

unanticipated

delays,

costs

and

difficulties

related

to

the

combination

transaction,

including

satisfaction

of

closing

conditions;

our

ability

to

recover

costs

on

significant

projects;

the

general

economic

conditions

and

competition

in

the

markets

and

businesses

in

which

we

operate;

our

relationship

with

significant

clients;

the

outcome

of

legal

and

administrative

proceedings

or

governmental

enquiries;

uncertainties

inherent

in

operating

internationally;

the

timely

delivery

of

ships

on

order

and

the

timely

completion

of

ship

conversion

programmes;

the

impact

of

laws

and

regulations;

and

operating

hazards,

including

spills

and

environmental

damage.

Many

of

these

factors

are

beyond

our

ability

to

control

or

predict.

Given

these

factors,

you

should

not

place

undue

reliance

on

the

forward-looking

statements.

3

Page 

11-May-11

Highlights

•

Combination between Acergy S.A. and Subsea 7 Inc. completed

•

Merger integration progressing on track

•

Good operational performance across the enlarged Group’s project portfolio

•

Lower

margins

in

the

quarter

due

to

low

project

activity

in

Asia

Pacific,

short-term

margin pressure in the North Sea and lower vessel utilisation

•

Good

cash

generation

from

operations

and

continued

investment

in

vessels

resulted

in

cash and cash equivalents of $890 million, as at March 31, 2011

•

Strong

order

intake

resulting

in

backlog

as

at

March

31,

2011

of

$6.7

billion

•

Contracts exceeding $1.5 billion announced post quarter end, including the $1 billion

Guará

Lula NE Project, offshore Brazil

4

Page 

11-May-11

Consistent strategy and priorities

•

We remain focused on key markets with long-term, strong and sustainable growth

characteristics; markets where we can differentiate ourselves, markets were we can

achieve profitable growth

•

While integrating the two companies

* Oleg Strashnov delivered to the Seaway Heavy Lifting joint venture

Our key priorities:

Safety & operational excellence

Business

acquisition

-

maintaining

discipline

in

our tendering processes

Technology

Ongoing fleet enhancement

Synergy

and

cost

reduction

-

Optimise

costs

without impeding our ability to grow profitably

5

Page 

11-May-11

Income statement highlights

2011

Period

Ended

2010

Three Months

Ended

Subsea 7 S.A.

Acergy S.A.

Subsea 7 Inc.

In $ millions, except Adjusted EBITDA margin, share and per

share data

Mar.31.11

Unaudited

Feb.28.10

Unaudited

Mar.31.10

Unaudited

Revenue from continuing operations

1,291.7

575.8

452.9

Net operating income from continuing operations

94.3

100.8

78.6

Income before taxes from continuing operations

70.0

76.0

53.7

Taxation

(24.8)

(23.4)

(17.7)

Net income from continuing operations

45.2

52.6

36.0

Net

income

–

total

operations

45.2

57.6

36.0

Adjusted

EBITDA

–

continuing

operations

189.5

135.2

111.0

Adjusted

EBITDA

margin

–

continuing

operations

14.7%

23.5%

24.5%

Per share data (diluted)

Earnings

per

share

-

continuing

operations

$0.14

$0.23

$0.24

Earnings

per

share

–

total

operations

$0.14

$0.26

$0.24

Weighted average number of Common Shares and

Common Share equivalents outstanding

300.9m

184.4m

148.1m

6

Page 

11-May-11

Highlights: Net operating income bridge

Legacy

Acergy

S.A.

–

three

months

to

Feb.28.10

Legacy

Subsea

7

Inc.

-

three

months

to

Mar.31.10

Subsea

7

S.A.

–

includes

Dec

’10

for

Acergy

S.A.

$100.8m

$78.6m

($85.1m)

$94.3m

Q1'10

NSMC

AFGoM

APME

BRAZIL

CORP

Q1'11

$179.4m

NSCM

•

Lower vessels utilisation

•

Lower margins on projects awarded in 2010

AFGoM

•

Nigerian elections led to localised disruptions

leading to some delayed mobilisations

APME

•

Lack of current projects

•

Q1 ‘10 benefited from high offshore activity &

project completions (Pluto, Pyrenees, Santos

Henry, Kikeh flexibles)

Brazil

•

Delays on P55 -

now back on track

Other:

•

High levels of planned dry-docking

•

Expected increase in depreciation of $30m,

including $12m arising from PPA

•

Integration and restructuring costs of $11m

•

Higher tendering costs across the Group

7

Page 

11-May-11

Operational performance –

Q1 2011

8

Page 

11-May-11

Income statement overview

•

Administrative

expenses

of

$111

million,

included

$11

million

of

integration

costs

and

December month

•

Joint ventures performed well

•

Other

gains

and

losses

were

losses

of

$17

million

due

to

weakening

USD

vs

EUR,

NOK,

GBP

•

Finance costs reflected interest on convertible loan notes and interest expense / fees

associated with $1 billion loan and guarantee facility

•

Effective rate of tax of c.35% reflects geographical project mix

•

Diluted EPS was $0.14 based on 300.9m shares, which reflected weighted average share

count across the period

9

Page 

11-May-11

Cash flow and balance sheet overview

•

Good cash generation from operating activities

•

Capex

in

line

with

expectations:

Seven

Havila

delivered;

Seven

Borealis

–

on

track

•

Expected capex (excluding Seven Havila joint venture) for 2011 of c.$550m

•

Prepared for redemption of June 2011 convertible notes, if necessary. Notes outstanding

of $229m reflected in current liabilities

•

Purchase price allocation (PPA) work ongoing

•

Provisional goodwill of $2.4 billion arising from the combination

•

Closing cash and cash equivalents of $890 million

•

Sonamet remains held as an asset held for sale

10

Page 

11-May-11

2011 –

financial assumptions

Current assumptions:

•

Administrative

expenses:

c.$75

million

per

quarter

for

remainder

of

2011,

excluding

integration costs but synergies starting to materialise

•

Integration

costs:

$11

million

expensed

in

Q1

‘11

($16

million

expensed

in

Q4

’10)

-

c.$25

million per quarter for remainder of 2011

•

Full-year Depreciation & Amortisation (D&A) of c.$350 million:

–

c.$260

million

–

2010

legacy

companies

combined

run-rate

–

c.$50 million PPA

–

c.$10

million

–

December

‘stub’

month

–

c.$25

million

–

Full-year

effect

of

additions

to

the

fleet,

capitalisation

of

dry-docks

and

FX

•

Effective rate of tax of 35%

•

Issued share count of 351.8 million shares, including c.11 million shares held in treasury

11

Page 

11-May-11

Market overview and outlook

•

Continued robust oil price and high levels of tendering activities underpins strong order

book momentum

•

North Sea: record levels of tendering and increasing activity; signs of an improving

pricing environment; well placed to benefit from opportunities

•

West Africa: a number of major contracts expected to come to market award late 2011

and early 2012

•

Gulf of Mexico: activity levels building slowly; timing of improvements uncertain

•

Brazil: more opportunities ahead; well placed to capture a number of these

opportunities

•

Asia Pacific: significant gas-driven SURF contracts in Australia expected to come to

market award in 2011 and 2012

•

Comfortable with the outlook for the current financial year

•

In

a

growing

market

and

with

the

benefits

of

the

combination,

we

look

forward

with

confidence to capturing further opportunities

12

Page 

11-May-11

Page 

11-May-11

Appendices

13

Page 

11-May-11

SapuraAcergy JV

Brazil

AFGoM

Major project progression

Continuing projects >$100m between 5% and 95% complete as at March 31, 2011 excl. long-term ship charters and

Life-of-Field day-rate contracts.

0%

20%

40%

60%

80%

100%

Laggan Tormore (North Sea)

Jasmine (North Sea)

Andrew Bundle (North Sea)

Deep Panuke (Canada)

Skarv GSI (North Sea)

Skarv Flowline (North Sea)

P55 Export (Brazil)

Gumusut (Malaysia)

EGP3B (Nigeria)

Block 31 (Angola)

Oso Re (Nigeria)

PazFlor (Angola)

Block 18 GEL (Angola)

ALNG (Angola)

Block 17/18 (Angola)

NSMC

14

Page 

11-May-11

Backlog by Segment

NSMC

37%

AFGoM

39%

Brazil

23%

APME

1%

Backlog

Backlog by Service Capability

SURF

70%

LoF

15%

Backlog by Award Date

2009

19%

2010

46%

2011

12%

<=2008

23%

Backlog by Execution Date

2013+

24%

2012

29%

2011

47%

In $ millions as at:

Mar.31.11

Dec.31.10

Nov.30.10

Mar.31.10

Feb.28.10

Subsea 7 S.A.

(1)

6,668

-

-

-

-

Acergy S.A.

-

-

3,552

-

2,469

Subsea 7 Inc

-

2,800

-

2,551

-

(1)

Backlog refers to expected future revenue under signed contracts, which are determined as likely to be performed,

but excludes amounts related to discontinued operations as of Mar.31.11 $nil, Nov.30.10: $nil, Feb.28.10: $25m

Conventional

8%

Other

7%

15

Page 

11-May-11

Segmental analysis:

Period ended

March 31, 2011

Unaudited

In $ millions

NSMC

AFGoM

APME

Brazil

CORP

Total –

Continuing

operations

Revenue

307.8

725.1

63.9

190.6

4.3

1,291.7

Net operating

(loss)/income

(7.5)

118.0

1.8

3.8

(21.8)

94.3

   Investment income

5.5

   Other gains and losses

(17.3)

   Finance costs

(12.5)

Net income before taxation from continuing operations

70.0

Three Months ended

Feb.28.10

Unaudited

In $ millions

Acergy

NEC

Acergy

AFMED &

Acergy

NAMEX

Acergy

AME

Acergy

SAM

Corporate

Total -

Continuing

operations

Revenue

90.6

342.2

87.4

54.9

0.7

575.8

Net operating

(loss)/income

(1.4)

87.3

20.7

5.1

(10.9)

100.8

    Investment income

2.4

    Other gains and losses

(19.6)

    Finance costs

(7.6)

Net income before taxation from continuing operations

76.0

16

Page 

11-May-11

Adjusted EBITDA

•

The

Group

calculates

adjusted

earnings

before

interest,

income

taxation,

depreciation

and

amortisation

(‘Adjusted

EBITDA’)

from

continuing

operations

as

net

income

from

continuing

operations

plus

finance

costs,

other

gains

and

losses,

taxation,

depreciation

and

amortisation

and

adjusted

to

exclude

investment

income

and

impairment

of

property,

plant

and

equipment

and

intangibles.

Adjusted

EBITDA

margin

from

continuing

operations

is

defined

as

Adjusted

EBITDA

divided

by

revenue

from

continuing

operations.

Adjusted

EBITDA

for

discontinued

operations

is

calculated

as

per

the

methodology

outlined

above.

Adjusted

EBITDA

for

total

operations

is

the

total

of

continuing

operations

and

discontinued

operations.

•

Adjusted

EBITDA

is

a

non-IFRS

measure

that

represents

EBITDA

before

additional

specific

items

that

are

considered

to

hinder

comparison

of

the

Group’s

performance

either

year-on-year

or

with

other

businesses.

The

additional

specific

items

excluded

from

Adjusted

EBITDA

are

other

gains

and

losses

and

impairment

of

property,

plant

and

equipment

and

intangibles.

These

items

are

excluded

from

Adjusted

EBITDA

because

they

are

individually

or

collectively

material

items

that

are

not

considered

representative

of

the

performance

of

the

businesses

during

the

periods

presented.

Other

gains

and

losses

principally

relate

to

disposals

of

property,

plant

and

equipment

and

net

foreign

exchange

gains

or

losses.

Impairments

of

property,

plant

and

equipment

represent

the

excess

of

the

assets’

carrying

amount

over

the

amount

that

is

expected

to

be

recovered

from

their

use in the future.

•

The

Adjusted

EBITDA

measures

and

Adjusted

EBITDA

margins

have

not

been

prepared

in

accordance

with

International

Financial

Reporting

Standards

(‘IFRS’)

as

issued

by

the

International

Accounting

Standards

Board

as

adopted

for

use

in

the

European

Union.

These

measures

exclude

items

that

can

have

a

significant

effect

on

the

Group’s

profit

or

loss

and

therefore

should

not

be

considered

as

an

alternative

to,

or

more

meaningful

than,

net

income

(as

determined

in

accordance

with

IFRS)

as

a

measure

of

the

Group’s

operating

results

or

cash

flows

from

operations

(as

determined

in

accordance

with

IFRS)

as

a

measure

of

the

Group’s

liquidity.

•

Management

believes

that

Adjusted

EBITDA

and

Adjusted

EBITDA

margin

from

continuing

operations

are

important

indicators

of

the

operational

strength

and

the

performance

of

the

business.

These

non-IFRS

measures

provide

management

with

a

meaningful

comparison

amongst

its

various

regions,

as

they

eliminate

the

effects

of

financing

and

depreciation.

Management

believes

that

the

presentation

of

Adjusted

EBITDA

from

continuing

operations

is

also

useful

as

it

is

similar

to

measures

used

by

companies

within

Subsea

7’s

peer

group

and

therefore

believes

it

to

be

a

helpful

calculation

for

those

evaluating

companies

within

Subsea

7’s

industry.

Adjusted

EBITDA

margin

from

continuing

operations

may

also

be

a

useful

ratio

to

compare

performance

to

its

competitors

and

is

widely

used

by

shareholders

and

analysts

following

the

Group’s

performance.

Notwithstanding

the

foregoing,

Adjusted

EBITDA

and

Adjusted

EBITDA

margin

from

continuing

operations

as

presented

by

the

Group

may

not

be

comparable

to

similarly

titled

measures

reported

by

other

companies.

17

Page 

11-May-11

Reconciliation of net income and net operating

income to Adjusted EBITDA

Period Ended

Mar.31.11

Three Months Ended

Feb.28.10

In $ millions (except percentages)

Continuing

Discontinued

Total

operations

Continuing

Discontinued

Total

operations

Net income

45.2

-

45.2

52.6

5.0

57.6

Depreciation and amortisation 

91.2

-

91.2

30.6

-

30.6

Impairments

4.0

-

4.0

3.8

-

3.8

Investment income

(5.5)

-

(5.5)

(2.4)

-

(2.4)

Other gains and losses

17.3

-

17.3

19.6

-

19.6

Finance costs

12.5

-

12.5

7.6

-

7.6

Taxation

24.8

-

24.8

23.4

1.7

25.1

Adjusted EBITDA

189.5

-

189.5

135.2

6.7

141.9

Revenue 

1,291.7

-

1,291.7

575.8

35.4

611.2

Adjusted EBITDA %

14.7%

-

14.7%

23.5%

18.9%

23.2%

Period Ended

Mar.31.11

Three Months Ended

Feb.28.10

In $ millions (except percentages)

Continuing

Discontinued

Total

operations

Continuing

Discontinued

Total

operations

Net operating income

94.3

-

94.3

100.8

6.7

107.5

Depreciation and amortisation

91.2

-

91.2

30.6

-

30.6

(Reversal of impairments) / impairments

4.0

-

4.0

3.8

-

3.8

Adjusted EBITDA

189.5

-

189.5

135.2

6.7

141.9

Revenue 

1,291.7

-

1,291.7

575.8

35.4

611.2

Adjusted EBITDA %

14.7%

-

14.7%

23.5%

18.9%

23.2%

Reconciliation

to

net

income:

Reconciliation

to

net

operating

income:

10.01.11

18

Page 

seabed-to-surface

www.subsea7.com

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