Contents. About us. Our business. Our performance. Our organisation and governance

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2 Annual report 2009

3 Contents About us 3 Who we are and what we do 4 Highlights Key figures Goals and strategies 8 Vision and values 10 CEO letter Our business 12 Business areas 14 Energy Development & Services 16 Subsea 18 Products & Technologies 20 Process & Construction 22 Health, safety and environment 24 People and performance 26 Corporate responsibility 28 Aker Solutions and the UN Global Compact Our performance 32 Board of Directors report 50 Annual accounts group 104 Annual accounts parent company 115 Auditor s report 116 Share and shareholder information 120 Analytical information Our organisation and governance 124 Corporate governance 130 Board of Directors 132 Executive management team 134 Company information

4 About us Historical facts Who we are and what we do Aker Solutions delivers engineering, construction, manufacturing, technology products, maintenance and other specialised services, often as total solutions for complete projects. Global scale Aker Solutions has annual revenues totalling NOK 54 billion and approximately people including approximately contract staff. We have offices in around 30 countries. Markets and customers Aker Solutions delivers products, services and solutions to customers worldwide in the oil and gas, refining and chemicals, mining and metals, power generation, onshore LNG, biofuels, carbon capture, acid plants, nuclear and water treatment industries. Our deliveries enable our customers to build, efficiently operate and effectively maintain their facilities. Examples include complete offshore platforms, drilling equipment packages and subsea systems for oil and gas developments, and major mining and metals production facilities. Ownership Aker Solutions is listed on the Oslo Stock Exchange with the ticker AKSO. Aker Solutions largest shareholder is Aker Holding AS, with a percent stake in the company. Aker Holding AS is owned by Aker ASA (60 percent), the Norwegian Government (30 percent), SAAB AB (7.5 percent) and Investor AB (2.5 percent). The companies brought together to create Aker Solutions were established in the first half of the 19th century, during the Industrial Revolution. Cuttingedge technology and engineering providers from the very beginning, they delivered products including steam engines for rail and marine use and a range of industrial ironworks. Over the next 100 years, the businesses grew significantly. In the mid-1900s, both Aker and Kvaerner were international corporations with activities in ship building, hydro power, wood processing and other process operations, mechanical workshops and other industries. Through the 1970s, 80s and 90s, they developed their capabilities and experience as suppliers of complete solutions to offshore and onshore oil and gas and processing projects. They each grew - organically and through international acquisitions - to be leaders in their markets. On 11 March 2002, the former Kvaerner group and the Aker Maritime group (comprising the oil and gas activities of the wider Aker group) were merged, and started to operate as one company under the name Kvaerner. On 29 March 2004, following a restructuring of both Aker and Kvaerner, Aker Kvaerner was established. On 2 April it was listed on the Oslo Stock Exchange. Four years later, on 3 April 2008 Aker Kvaerner changed its name to Aker Solutions. Aker Solutions annual report

5 About us Highlights Highlights 2009 Achievements Successful project deliveries and completions: - Adriatic LNG (ED&S) - Aker H-6e (ED&S) - Reliance KG-D6 (Subsea) - Boddington gold mine expansion (P&C) - Sempra LNG s Cameron LNG project (P&C) - Yansab polyolefins (P&C) - Ten of ten drilling packages (P&T) - First oil delivered at Eni s Oyo field development offshore Nigeria (Subsea) Major contract awards To learn more about Aker Solutions please refer to Powered to perform 2010 available from Goliat, subsea EPC (NOK 2.3 billion) TransCanada, natural gas power plant (CAD 400 million) Sakhalin 1, GBS (USD 600 million) Kollsnes, EPC (NOK 1.5 billion) Trym and Oselvar, subsea EPC (NOK million) Kashagan, field hook-up (USD 1.6 billion) Shtokman, development FEED and concept (Euro 25 million) Oseberg B, drilling upgrade (NOK 1.3 billion) Acquisitions Powered to perform 2010 Financial calendar April Annual General Meeting April 1st quarter results August 2nd quarter results October 3rd quarter results December Capital Markets Day Strengthened position within deepwater light well intervention by acquiring the remaining 68 percent of the shares in Aker Oilfield Services Technology products portfolio expanded by acquiring 100 percent of the shares in Midsund Bruk and the remaining 50 percent of Wirth GmbH, both leading technology, equipment and manufacturing companies serving the energy sector for oil and gas drilling products as well as mining and civil construction products Aker and Aker Solutions have agreed to become equal partners in Aker Clean Carbon; Aker Solutions shareholding was increased from 30 to 50 percent through an equity issue 4 Aker Solutions annual report 2009

6 About us Key figures Key figures Orders and results Order backlog 31 December NOK mill Order intake NOK mill Operating revenues NOK mill EBITDA NOK mill EBITDA-margin Percent 8.1% 5.8% 6.8% 5.7% 4.9% Net profit NOK mill Cash flow Cash flow from operational activities NOK mill (868) Balance sheet Borrowings NOK mill Equity ratio Percent 22.8% 20.1% 25.5% 25.8% 16.5% Return on equity Percent 27.2% 20.0% 33.1% 21.1% 34.8% Return on captial employed Percent 14.4% 13.9% 26.0% 22.4% 10.1% Share Share price 31 December NOK Dividend per share 2 NOK Basic earnings per share (NOK) NOK Diluted earnings per share (NOK) NOK Employees Employees 31 December Full time equivalents HSE Lost time incident frequency Per million worked hours Sick leave rate Percent of worked hours ) Continuing operations only. 2) Proposed dividends for Operating revenues Amounts in NOK million P&C EBITDA Amounts in NOK million P&C 484 Order intake Amounts in NOK million P&C Order backlog Amounts in NOK million P&C ED&S ED&S ED&S ED&S Subsea Subsea P&T P&T Subsea Subsea P&T P&T Aker Solutions annual report

7 About us <cmd+shift+click> ROV panel on a subsea tree Aker Solutions has deployed more than 600 subsea trees around the world 6 Aker Solutions annual report 2009

8 About us Goals and strategies Goals and strategies Aker Solutions shall be the preferred partner for solutions in the energy and process industries through: Maintaining an uncompromising emphasis on health, safety and the environment (HSE) Continue to reinforce and develop our Just Care HSE culture Further develop as a responsible corporate citizen Enhance reputation as the preferred employer in our selected markets Being the world leader in deep waters and harsh environments Integrated subsea systems and drilling packages for deep and ultra-deep waters Floaters and concrete marine structures, field developments, maintenance and modifications work and mining & metals facilities in harsh environments and challenging climates Environmentally-friendly solutions in vulnerable areas Utilising and developing unique technologies and know-how Ongoing development of leading drilling, subsea and well intervention products and technologies Outstanding global experience in harsh environment oilfield developments, mining and metals and petrochemicals processing Novel solutions for carbon capture, power construction and environmental improvement projects Growing lifecycle services Customer partnership throughout life of field Product- and technology-based oilfield and well services Predictable performance through long-term lifecycle services Continuously improving cost competitiveness Flexible cost base Optimised organisation and delivery models Efficiency improvements to create further added value for our customers Aker Solutions annual report

9 About us Vision and values Aker Solutions employees at work in our Port Klang workshop in Malaysia 8 Aker Solutions annual report 2009

10 About us Vision and values Vision and values Our vision is to be the preferred partner for solutions in the energy and process industries through living our values. Our values are essential for building trust in each other, in our partners, in our customers and with society. Our corporate values lend support and guidance in day-to-day priorities and decision making. The success of our business is directly related to our values. They are the principles that guide all our policies, operations and, ultimately, our behaviour. Our values are our compass. They help us to navigate through our working day. Acting in accordance with our values promotes sound actions and reinforces Aker Solutions long term relationships with our many and varied stakeholders. Our people s dedication and know-how allow Aker Solutions to deliver on its commitments to customers, employees, and the communities in which we work. An effective corporate culture must remain dynamic and responsive. Solid values are the foundation that enables Aker Solutions to achieve sustainable, long term industrial development. Our values are the compass that guides our policies and operations and, ultimately, our behaviour After all, without customer trust and satisfaction, the rest doesn t matter. Good customer references build our reputation and the only way to achieve this is by consistent and predictable performance. Our customers will recognise us for our global execution excellence. We find new ways, always linked to real customer needs and business priorities. All incidents can be prevented. We strive continuously for zero accidents to personnel, material and non-material assets. We focus on employee health and on continuously improving the work environment. We conduct our operations through efficient use of materials and energy, with minimum waste and damage to the environment. We design products and services to have no undue environmental impact, to be safe and to be efficient in consuming energy and natural resources. We seek to ensure that our products can be recycled or disposed of safely. We take personal responsibility for HSE because we care about people, the environment and our company. Just Care In the end, it comes down to the talent and motivation of you and me. Delivering strong results is impossible without a highly capable workforce. We learn on the job, through challenging tasks, coaching and training. Development of people and teams in our company has one purpose to create a foundation for long-term sustainable value creation through efficient project execution and a sound business operation. We respect and encourage diversity and build strong, energised and effective teams and we have fun together, making us even better. Our goal is to be the preferred employer in our industry. We listen hard and talk straight: no sugar coating, no filters. We value early, accurate and reliable communication after all, the first problem we encounter is usually the easiest one to cope with. We challenge each other. The best decisions are made when different opinions and different cultures meet in open and direct dialogue. We expect the highest standards of ethical behaviour and integrity from all of us, everywhere. Once decisions are made we combine all our efforts and focus all our energies on execution. We are accountable and solutions-oriented, focusing on the right details at the right time. We follow through and ensure accountability. We believe in empowering people close to the action to take responsibility. Hands-on does not mean hands-in. We stimulate entrepreneurship and challenge bureaucracy, complicated hierarchies and silo mentalities. We are a single company. When doing a job, we understand both the risks and the opportunities involved and know how to manage them. We take pride in delivering as we promise. Making money creates new opportunities and the resources for going forward, both for us and for our customers and partners. Commercial edge benefits us all. We reward performance - what you achieve; and alignment with our values how you behave. Aker Solutions annual report

11 About us CEO letter We will continue to focus on improving our margins, on further developing the structure of our business, and on increasing our operational efficiency and cost competitiveness 10 Aker Solutions annual report 2009

12 About us CEO letter Strengthening our performance Despite 2009 being a challenging year, it has been a time of important achievements. We have delivered major projects such as the H-6e drilling rigs, Adriatic LNG, Boddington gold mine and several others. We have at the same time restructured our business, invested strategically to position the company for further growth and adjusted our current capacity to adapt to the new reality in our markets. Our focus on HSE continues through our Just Care culture. Our incident frequencies and sick leave numbers are all going down compared to We also see the seriousness of injuries being reduced. Further serious incident reduction through the Just Rules campaign and increasing our focus on the environment are two of our current priorities. With this increased environmental awareness we expect to initiate and drive through further improvements in Despite our continuous work and strong focus on HSE and reducing serious incidents, most regrettably we had three fatalities during One employee died in a helicopter accident and two others died as the result of accidental falls. These tragic incidents have each been investigated in order to identify the lessons that can be learned from them. We must do all we can to reduce the risk of similar events happening again. Strategic direction Against the backdrop of a global economic downturn, I am very proud to see that our efforts to secure our competitiveness have paid off. We have managed to win several key projects that fit well with our strategy, and which have strengthened the quality of our order backlog. Together with an increased share of our revenue coming from services, the high quality backlog increases the predictability of our overall performance. Our strategic direction remains firm. We will focus on growth and performance improvement along three main axes: in the deep water and harsh environment segments; within our services offering; and finally through a continued focus on cost competitiveness. Although the ongoing financial turmoil has led to several of the more capitalintensive deepwater projects being postponed, we are convinced that the trend towards deeper waters will continue. As one third of all undiscovered hydrocarbon resources are believed to be in areas with cold or otherwise harsh environments, we also remain committed to this element of our strategy. Deep waters and harsh environments are both high growth, high margin markets. They are also markets in which Aker Solutions has clear competitive advantages and a strong global track record. Positioning for growth Over the past three years we have acquired businesses like Wirth GmbH and Qserv Ltd - now Aker Wirth and Aker Qserv. Our most recent major acquisition in 2009 was of the remaining shares in Aker Oilfield Services. Each of these acquisitions complements and strengthens our service and technology portfolio and will work to drive future growth in our service revenues. Through consistent excellence of execution, our service offering typically delivers substantial added value for our customers as well as providing higher margin opportunities for us. This business, to an increasing extent delivered on our own, growing installed base, secures a more stable source of revenue over time. Cost competitiveness Last but not least, we continue to strive for operational efficiency and cost competitiveness in everything that we do. We have cut our underlying cost by around NOK 1 billion over the past year and at the same time reduced our direct costs. Constantly focusing on cost competitiveness is vital if we are to maintain our market position and secure the long-term relationships we need to become the preferred lifecycle partner for our present and future customers. Summing up, the overall goal of our strategy is to deliver strengthened performance. We will continue to focus on improving our margins, on further developing the structure of our business, and on increasing our operational efficiency and cost competitiveness. We have a strong belief in the future, and we have a healthy order backlog. At the same time, we need to win more work, and we have a list of opportunities, where we will be aiming for a good hit rate. The key factor in succeeding with our strategy is really our people. Our plans are great, but if we are not able to put the right people in the right place, and to develop the right performance culture, we will fail. Culture means people working together. People build culture. To further strengthen our performance culture is a key action in 2010, and beyond. Simen Lieungh President & CEO Aker Solutions ASA Aker Solutions annual report

13 Our business <cmd+shift+click> Close up of the PowerTrac Cone Crusher which won the OTC Spotlight on New Technology Award in Aker Solutions annual report 2009

14 Our business Business areas Business areas Energy Development & Services Subsea Products & Technologies Process & Construction Aker Solutions Energy Development & Services business area (ED&S) develops new oil and gas production facilities, both offshore and onshore, and delivers operational services for the entire lifecycle of such facilities. We deliver the full value chain from studies, front-end design and detailed engineering, through procurement, project management, fabrication and hook-up, to installation, maintenance and modifications. Aker Solutions Subsea business area (Subsea) is an established provider of subsea production systems and technologies. We combine these offerings with reservoir evaluation services, installation of subsea equipment, maintenance services on subsea products, well intervention services and decommissioning. Our ability as a complete life of field subsea partner is unrivalled in the marketplace. Aker Solutions Products & Technologies business area (P&T) provides innovative drilling and topside solutions to the upstream oil and gas industry, based on proprietary technology and knowhow. Our key deliverables include advanced drilling equipment, systems and risers, upstream processing technologies and mooring systems, as well as loading and offloading technologies. Aker Solutions Process & Construction business area (P&C) is a global provider of onshore engineering and construction services to the natural resources and energy markets. We supply niche process expertise with high technology and know-how content for projects across chemicals, polymers, gas processing and refining; mining and metals; onshore liquefied natural gas (LNG) receiving terminals and storage tanks; power generation; biofuels; carbon capture and storage; acid plants; nuclear; and water treatment. Page 14 Page 16 Page 18 Page 20 Aker Solutions annual report

15 Our business Energy Development & Services The Gjøa semisubmersible production platform offshore Aker Solutions yard at Stord, Norway 14 Aker Solutions annual report 2009

16 Our business Energy Development & Services Well positioned in key markets Aker Solutions Energy Development & Services business area (ED&S) develops new oil and gas production facilities, both offshore and onshore, and delivers operational services for the entire lifecycle of such facilities. Highlights 2009 Successful delivery of the process and utility barge project for oil production on the giant Kashagan oilfield in the north Caspian Sea, offshore Kazakhstan Delivery of two Aker H-6e drilling rigs (Aker Barents and Aker Spitsbergen) to Aker Drilling Awarded significant contracts from Agip KCO for hook-up work of Phase I on the Kashagan field, in partnership with Saipem High activity and strong order intake in maintenance and modifications, including work on 50 installations in the North Sea Awarded first significant engineering, procurement, construction and installation (EPCI) contract for upgrading the drilling facilities of the Oseberg B platform in the North Sea for Statoil Awarded contracts from Exxon Neftegas for the design, construction and delivery of the Arkutun-Dagi gravity base structure (GBS) for the Sakhalin 1 project In partnership with Technip France and SBM Offshore, awarded a contract for the concept definition and FEED of the floating production unit for the Shtokman Gas & Condensate Field Phase I project With experience from more than 20 percent of the designs of floating oil and gas-related facilities in the world, few if any contractors can match our wide portfolio of innovative solutions and services. We are the market leader in the North Sea. Within maintenance and modifications, Aker Solutions is the only major contractor with a presence in both the Norwegian and the UK markets. Over the years we have achieved a strong position in the northern Caspian region through our presence in Kazakhstan where, since 2004, we have played a significant role in developing the giant Kashagan field. Our key goals are to retain our number one position in our home market and to establish a basis for further international growth through targeting projects where our key deepwater and arctic technologies are in demand. High activity In 2009, Aker Solutions completed the delivery of six process modules to the Kashagan field for Agip KCO; two H-6e rigs (Aker Barents and Aker Spitsbergen) to Aker Drilling; and the Adriatic LNG terminal for ExxonMobil, offshore Italy. In addition we continued to carry out maintenance and modifications work on 50 installations in the North Sea, including a key role in Statoil s Statfjord late life project. ED&S had annual revenues of NOK million, employees and contract staff at year end Within new-build projects, our frontend design hub in Oslo is a world-class innovation centre. Our three construction yards at Egersund, Stord and Verdal in Norway operate as centres for different construction specialties. We offer high value engineering through our operations in India and Malaysia. We provide added value engineering and fabrication options through a range of international partnerships. Within maintenance and modifications, our engineering centres in Stavanger and Aberdeen and our highly skilled offshore operators deliver innovative solutions that offer lower costs, faster deliveries and enhanced long-term value for our customers in the North Sea. Well positioned We anticipate a good, stable maintenance and modifications market, with high tendering activity in Low pressure production, tie-ins, safety and extended lifetime upgrades are all examples of projects within our maintenance and modifications portfolio aimed at extending fields production lifetimes. We expect some delays in new build activities. However, the long-term outlook for strategic new build activity is still promising. We are well positioned in all our target markets. Development EBITDA NOK million Key figures ED&S Operating revenue NOK million EBITDA NOK million (329) EBITDA margin Percent 5.6% (1.4%) 6.0% Order intake NOK million Order backlog (as of 31 December) NOK million Number of employees (as of 31 December) Man years Aker Solutions annual report

17 Our business Subsea The heart of a subsea production system: a subsea tree at our manufacturing facility in Tranby, Norway 16 Aker Solutions annual report 2009

18 Our business Subsea The preferred subsea partner Aker Solutions Subsea business area (Subsea) is one of the world s top four providers of subsea systems and related services. We aim to be a preferred partner throughout the value chain of subsea and sub-surface technologies, solutions and services for the oil and gas industry. Highlights 2009 Successful restructuring of Subsea has resulted in reduced cost base as well as improved competitiveness and organisational efficiency Solid project win rate in a challenging market Awarded three EPC contracts on Norwegian Continental Shelf: NOK 2.3 billion Goliat subsea from Eni Norge AS; and Dong Energy s Trym and Oselvar projects Acquisition and integration of Aker Oilfield Services, and delivery of installation vessel Skandi Santos to Petrobras Expanded important long-term well service agreements on Norwegian and UK continental shelves Continued strong growth in Brazil Our offerings cover all phases of the life of field, from concept screening and design through manufacturing, fabrication, installation and commissioning to operational support, maintenance and services. Our portfolio of products and services includes: reservoir evaluation services subsea production systems subsea trees subsea control systems subsea manifolds and templates steel tube umbilicals and subsea power cables subsea processing and boosting tie-in and connection systems surface and subsea wellheads marine operations and subsea installation services (SURF) lifecycle service support well intervention technologies and services Main project deliveries We have successfully completed deliveries of subsea production systems to, and seen the first hydrocarbons produced from, a number of our customers fields in In April, Reliance Industries produced first gas from its giant D1/D3 field development offshore India. Italian oil company Eni brought the Longhorn gas field in the US Gulf of Mexico on stream in November and the Oyo field offshore Nigeria produced first oil in December. We have successfully installed the Thunder Hawk floating production unit in the US Gulf of Mexico, utilising our flagship deepwater construction vessel BOA Sub C. The raw seawater injection pump system for Statoil s Tyrihans field was successfully installed subsea in The system is expected to become operational in 2010, increasing oil recovery by up to 10 percent. In 2009, Subsea had operating revenues of NOK million, around the same level as in This has been positively influenced by strong growth in the lifecycle services segment, but negatively impacted by low vessel utilisation. The business area employs approximately skilled and dedicated people, including contract staff, based in 27 locations around the world. Outlook for 2010 Due to lower oil and gas prices as well as capital restraints in the market, a large number of subsea field developments were postponed or cancelled in While some of these projects will be awarded in 2010, the timing of others is still uncertain. Nevertheless, Aker Solutions expects some growth in subsea infrastructure spending in 2010 and beyond - driven in particular by field developments in Brazil, the North Sea, West Africa and South East Asia. Development EBITDA NOK million Key figures Subsea Operating revenue NOK million EBITDA NOK million EBITDA margin Percent 10.8% 12.4% 9.8% Order intake NOK million Order backlog (as of 31 December) NOK million Number of employees (as of 31 December) Man years Aker Solutions annual report

19 Our business Products & Technologies Aker Solutions CLIP Riser TM joint assembled with buoyancy at our manufacturing facility in Rio das Ostras, Brazil 18 Aker Solutions annual report 2009

20 Our business Products & Technologies Well positioned; growing lifecycle services Aker Solutions Products & Technologies business area (P&T) provides innovative drilling and topside solutions to the upstream oil and gas industry. These solutions are delivered to two main segments: deepwater and harsh environment drilling, and floating production. Highlights 2009 On-schedule delivery of ten topside drilling packages Three deepwater CLIP Risers are now operational Significant growth in the lifecycle services business; revenue up 50 percent compared to last year Successful delivery of 185 sets of deck machinery during 2009 and on-schedule delivery of the first large drilling rig mooring system to China Delivery of the first two bow loading systems to be used in the Gulf of Mexico Launched game-changing modular top drive: the MH MDDM 1000 AC Entered into agreements to purchase the remaining shares in Aker Wirth GmbH and STEP Offshore AS Present in all major oil and gas regions worldwide, we provide engineering, procurement, fabrication and operational support for key deliverables including: Advanced drilling equipment, solutions and CLIP Risers for deepwater applications Upstream processing technologies, including monoethylene glycol (MEG) systems Mooring systems Loading and offloading technologies Our increasing installed base provides significant support opportunities. We offer 24/7 support to our customers including the world s largest oil companies, contractors and shipyards. In 2009, we had operating revenues of NOK million with employees and 800 contract staff contributing to our international business in around 30 locations worldwide. Main deliveries Our main project deliveries in 2009 included on-schedule delivery of ten total drilling equipment packages. Our drilling risers business has successfully delivered five drilling risers for Aker Drilling, Maersk and Queiroz Galvao Óleo e Gás. P&T s process systems business successfully delivered many oil, gas and volatile organic compounds (VOC) process modules including major modular system deliveries in hydrate inhibition, water injection, vapour recovery and heavy oil. During 2009 we successfully delivered 185 sets of deck machinery and the first large drilling rig mooring system to China. In addition, the first two bow loading systems to be used in the Gulf of Mexico were delivered. Outlook for 2010 Aker Solutions benefits from a high quality drilling equipment backlog extending into 2011 and beyond. In 2010 six major drilling equipment deliveries are scheduled of which several have synergies with previous deliveries. We have also secured a major drilling upgrade order on the Norwegian Continental Shelf for Oseberg B. Significant investments have been made in developing a wide range of lifecycle services, including simulatorbased training and other state-of-the-art eservices. We have also invested significantly in service bases both in Rio das Ostras, Brazil and Houston, USA to secure the highest level of service to our customers. The long-term fundamentals are strong for new builds as industry analysts estimate approximately 100 new drilling floaters will be needed by We also foresee considerable movement in the Brazilian market where we already have a strong and increasing presence. Development EBITDA NOK million Key figures P&T Operating revenue NOK million EBITDA NOK million EBITDA margin Percent 10.2% 8.3% 7.3% Order intake NOK million Order backlog (as of 31 December) NOK million Number of employees (as of 31 December) Man years Aker Solutions annual report