exv10w1



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Exhibit 10.1



Public Limited Company (“société anonyme à Directoire et Conseil de Surveillance”)

with a share capital of 81,476,016.40 euros

Registered Office : La Défense 6 — 170, place Henri Régnault — 92973 Paris La Défense

Register of Commerce and Companies of Nanterre No B 589 803 261



FINAL PROSPECTUS



(NOTE D’OPÉRATION DÉFINITIVE)



AVAILABLE TO THE PUBLIC AND RELATING TO THE ISSUE AND LISTING ON THE PREMIER

MARCHÉ OF EURONEXT PARIS S.A. OF BONDS CONVERTIBLE INTO NEW SHARES AND/OR

EXCHANGEABLE FOR EXISTING SHARES



Obligations à option de conversion en actions nouvelles et/ou d’échange en
actions existantes.


The bonds convertible and/or exchangeable into new or existing shares of
Technip-Coflexip (the “Bonds”) are being offered by way of a public offering in
France and an offering to institutional investors in and outside France.


This document should be read in conjunction with the English translation of the French language:



	•	 	initial prospectus (“note d’information initiale") prepared by TECHNIP (now
called TECHNIP-COFLEXIP) for the public exchange offer for Coflexip shares
with a cash election limited to 5,000,000 Coflexip shares, approved by the
Commission des opérations de bourse on July 19, 2001, under visa number
01-982, and the initial prospectus (“note d’information en surenchère")
prepared for the revised offer approved by the Commission des opérations de
bourse on August 7, 2001, under visa number 01-1028;
	 
	•	 	initial prospectus (“note d’information initiale") prepared by TECHNIP (now
called TECHNIP-COFLEXIP) and Isis for the public exchange offer initiated by
TECHNIP-COFLEXIP for Isis shares, approved by the Commission des opérations de
bourse on July 19, 2001, under visa number 01-981, and the initial prospectus
(“note d’information en surenchère") prepared for the revised offer approved
by the Commission des opérations de bourse on August 7, 2001, under visa
number 01-1027.



THIS DOCUMENT CONTAINS A NON-CERTIFIED TRANSLATION FOR INFORMATION PURPOSES
ONLY OF THE FRENCH LANGUAGE NOTE D’OPÉRATION DÉFINITIVE RELATING TO THE
ISSUANCE OF THE BONDS, WHICH RECEIVED VISA 02-047 DATED JANUARY 22, 2002 OF THE
COMMISSION DES OPÉRATIONS DE BOURSE. IN THE EVENT OF ANY AMBIGUITY OR CONFLICT
BETWEEN CORRESPONDING STATEMENTS OR OTHER ITEMS CONTAINED IN THESE DOCUMENTS,
THE RELEVANT STATEMENTS OR ITEMS OF THE FRENCH VERSION OF THE NOTE D’OPÉRATION
DÉFINITIVE SHALL PREVAIL.


Application has been made to list the Bonds on the Premier Marché of Euronext
Paris S.A. with effect from January 30, 2002. The existing shares of
Technip-Coflexip (the “Company”) are listed on the Premier Marché of Euronext
Paris S.A. and the New York Stock Exchange in the United States of America.


JPMorgan

Global Coordinator, Joint Lead Manager and Joint Bookrunner



BNP PARIBAS

Joint Lead Manager and Joint Bookrunner



The date of this document is January 22, 2002








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The distribution of this document and the offer and sale of the Bonds in
certain jurisdictions may be restricted by law. Persons receiving this document
are required by the Company and the underwriters to inform themselves about,
and to observe, any such restrictions. This document does not constitute an
offer of, or an invitation to purchase, any of the Bonds in any jurisdiction in
which such offer or invitation would be unlawful. No action has been taken in
any jurisdiction other than France that would permit a public offering of the
Bonds, or the circulation or distribution of this document or any other
offering material, where action for that purpose is required.


THIS DOCUMENT HAS NOT BEEN AND WILL NOT BE SUBMITTED TO THE CLEARANCE
PROCEDURES OF THE COMMISSION DES OPÉRATIONS DE BOURSE AND ACCORDINGLY MAY NOT
BE USED IN CONNECTION WITH ANY OFFER OR SALE OF THE BONDS TO THE PUBLIC IN
FRANCE.


The delivery of this document, or any sale made in connection with the offering
of the Bonds, shall not under any circumstances imply that the information
herein contained is correct as of any time subsequent to the date hereof or
that there has been no change in the affairs of the Company and its
consolidated subsidiaries since the date of this document.


The Bonds and the shares to be issued upon conversion or delivered upon
exchange of the Bonds have not been and will not be registered under the United
States Securities Act of 1933, as amended (the “Securities Act”) for offer or
sale as part of their distribution and, subject to certain exceptions, may not
be offered or sold in the United States. The Bonds are being offered and sold
exclusively outside the United States in offshore transactions, in accordance
with Regulation S of the Securities Act. Terms used in this paragraph have the
respective meanings ascribed to such terms in Regulation S.


This communication is directed only to persons who (i) are outside the United
Kingdom or (ii) fall within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2001 (the “Order”) or (iii) are persons
falling within Article 49(2)(a) to (d) (“high net worth companies,
unincorporated associations, etc.”) of the Order (all such persons together
being referred to as “relevant persons”). This communication must not be acted
on or relied on by persons who are not relevant persons. Any investment or
investment activity to which this communication relates is available only to
relevant persons and will be engaged in only with relevant persons.


The Offering is being conducted pursuant to the standards and requirements of
French law.


No person has been authorized to give any information or to make any
representation other than those contained in this document, and, if given or
made, such information or representations must not be relied upon as having
been authorized.


In connection with this issue, JPMorgan, or any person acting for it, acting on
behalf of the Joint Lead Managers and Joint Bookrunners may over-allot or
effect transactions with a view to supporting the market price of the Bonds and
the Shares at a level higher than that which might otherwise prevail for a
limited period after the issue date. However, there may be no obligation on
JPMorgan or any agent of it to do this. Such stabilizing, if commenced, may be
discontinued at any time, and must be brought to an end after a limited period.







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Public Limited Company (“Société Anonyme à Directoire et Conseil de Surveillance”)

with a share capital of 81,476,016.40 euros

Registered Office : La Défense 6 — 170, place Henri Régnault — 92973 Paris La Défense

Register of Commerce and Companies of Nanterre No B 589 803 261



FINAL PROSPECTUS



(NOTE D’OPÉRATION DÉFINITIVE)

AVAILABLE TO THE PUBLIC AND RELATING TO THE ISSUE AND ADMISSION TO THE PREMIER

MARCHÉ OF EURONEXT PARIS S.A. OF BONDS WITH AN AGGREGATE NOMINAL VALUE OF EUR

690,000,080 SUBJECT TO INCREASE TO UP TO EUR 793,499,990 CONVERTIBLE INTO NEW

SHARES AND/OR EXCHANGEABLE INTO EXISTING SHARES WITH A PER SHARE NOMINAL VALUE

OF EUR 170.



OBLIGATIONS À OPTION DE CONVERSION EN ACTIONS NOUVELLES ET/OU D’ÉCHANGE EN

ACTIONS EXISTANTES



A legal notice will be published in the Bulletin des annonces légales obligatoires on January 25, 2002.



Visa of the Commission des opérations de bourse



In application of Articles L. 412-1 et L. 621-8 of the French Monetary and
Financial Code, the Commission des opérations de bourse has granted visa no
02-047 dated January 22, 2002 for this final prospectus, in accordance with the
provisions of Regulation no 98-01. This prospectus has been prepared by the
issuer and the signatories are liable for its content. The visa implies neither
approval of the transaction nor validation of the accounting and financial
information presented herein. It has been granted after review of the relevance
and consistency of the information given in light of the transaction offered to
the investors.


Warning


The Commission des opérations de bourse draws particular attention to the
specific characteristics of the financial instruments described in this
prospectus. Subject to Articles L.228-91 et seq. of the French Commercial Code,
certain characteristics of convertible bonds and exchangeable bonds are not
presented. In particular, in the event of early redemption or redemption at
maturity, holders may exercise their rights to receive shares only during the
period between the date of the notice announcing such redemption (which must be
published no later than one month before such redemption date) and the seventh
business day preceding the actual date of such redemption.


This final prospectus incorporates:



	•	 	the initial prospectus (“note d’information initiale”)
prepared by TECHNIP (now called TECHNIP-COFLEXIP) for
the public exchange offer for Coflexip shares with a
cash election limited to 5,000,000 Coflexip shares,
approved by the Commission des opérations de bourse on
July 19, 2001, under visa number 01-982, and for the
initial prospectus (“note d’information en surenchère”)
prepared for the revised offer approved by the
Commission des opérations de bourse on August 7, 2001,
under visa number 01-1028;
	 
	•	 	the initial prospectus (“note d’information initiale”)
prepared by TECHNIP (now called TECHNIP-COFLEXIP) and
Isis for the public exchange offer initiated by
TECHNIP-COFLEXIP for Isis shares, approved by the
Commission des opérations de bourse on July 19, 2001,
under visa number 01-981, and for the initial
prospectus (“note d’information en surenchère”)
prepared for the revised offer approved by the
Commission des opérations de bourse on August 7, 2001,
under visa number 01-1027 ;
	 
	•	 	the preliminary prospectus (“note d’opération
préliminaire”), relating to this final prospectus,
approved by the Commission des opérations de bourse on
January 22, 2002, under visa number 02-045; and
	 
	•	 	this final prospectus.









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Copies of this final prospectus may be obtained free of charge from the
financial institutions indicated below, as well as from the registered office
of TECHNIP-COFLEXIP, La Défense 6 — 170, place Henri Régnault — 92973 Paris la
Défense.


JPMORGAN

Global Coordinator, Joint Lead Manager and

Joint Bookrunner



BNP PARIBAS

Joint Lead Manager and

Joint Bookrunner



TECHNIP-COFLEXIP



PRINCIPAL CHARACTERISTICS OF THE BONDS CONVERTIBLE INTO

NEW SHARES AND/OR EXCHANGEABLE FOR EXISTING SHARES



NUMBER OF BONDS ISSUED:


The number of bonds convertible into new shares and/or exchangeable for
existing shares (the “Bonds”) issued is 4,058,824, representing a total nominal
value of EUR 690,000,080. In addition, in order to cover over-allotments, if
any, TECHNIP-COFLEXIP has granted the Joint Bookrunners an option (the
“Over-Allotment Option”) of up to 15% of the issue size. This Over-Allotment
Option will be exercisable once only and until January 28, 2002 at the latest.
In the event that the Over-Allotment Option is exercised in full, the aggregate
nominal amount of the issue would amount to EUR 793,499,990 represented by
4,667,647 Bonds.


NOMINAL VALUE PER BOND:


The nominal value per Bond has been fixed at EUR 170.


ISSUE PRICE:


At par value payable in full on the settlement date.


ISSUE DATE AND SETTLEMENT DATE:


On January 30, 2002.


TERM OF THE BONDS:


4 years and 336 days from the settlement date.


ANNUAL INTEREST:


The Bonds will bear interest at a rate of 1% per annum, equivalent to EUR
1.7000 per Bond, payable annually in arrears on January 1 of each year (or the
immediately following business day). For the period from the settlement date to
December 31, 2002, an interest amount of EUR 1.5649 per Bond will be payable on
January 1, 2003.


GROSS YIELD TO MATURITY:


3.25% as at the settlement date (in the absence of conversion and/or exchange
into shares and in the absence of redemption prior to maturity).


REDEMPTION AT MATURITY:


Redemption in full on January 1, 2007 (or on the immediately following business
day if such date is not a business day) at a price of EUR 190.0708 per Bond
representing approximately 111.81% of the nominal value of the Bonds.


EARLY REDEMPTION AT THE OPTION OF THE COMPANY:


Possible



	•	 	for all or part of the Bonds by means of purchases
on or off the stock exchange or by means of a
public offer;
	 
	•	 	for all the Bonds outstanding prior to maturity
from January 1, 2005 until the seventh business
day preceding the redemption date at an early
redemption price which guarantees to the initial
subscriber









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	 	 	a gross yield equivalent to that which would have been obtained on redemption
at maturity, if the product of (i) the conversion/exchange ratio in effect and
(ii) the arithmetic mean of the opening prices of a TECHNIP-COFLEXIP share on
the Premier Marché of Euronext Paris S.A. calculated over a period of 15
consecutive stock exchange trading days during which the shares are quoted, as
selected by TECHNIP-COFLEXIP from among the 30 consecutive stock exchange
trading days preceding the date of publication of the notice concerning such
early redemption, exceeds 120% of such early redemption price;
	 
	•	 	for all the Bonds outstanding prior to maturity at
any time, at the early redemption price as defined
above, if less than 10% of Bonds issued remain
outstanding.



EARLY REDEMPTION IN THE EVENT OF A DEFAULT:


The Bonds will be redeemable in accordance with the terms of paragraph 2.3.16
(“Early Redemption of the Bonds”).


CONVERSION AND/OR EXCHANGE OF THE BONDS FOR SHARES:


The Bondholders may request the conversion and/or exchange of the Bonds for
shares at any time from the 40th day following the settlement date until the
seventh business day preceding the redemption date, at a rate of one
TECHNIP-COFLEXIP share per Bond, subject to the adjustments provided for in
paragraph 2.6.7.3 (“Adjustment of the Conversion/Exchange Ratio in the Event of
Financial Transactions”).


The Company may, at its option, deliver new and/or existing shares.


PREFERENTIAL SUBSCRIPTION RIGHTS AND PRIORITY SUBSCRIPTION PERIOD:


The shareholders of the Company have waived their preferential subscription
rights and no priority subscription period is applicable.


SUBSCRIPTION PERIOD:


The placement of the Bonds will take place from January 22, 2002 to January 25,
2002 inclusive and may be closed without prior notice except in respect of
individuals for whom it will remain open from January 23, 2002 to January 25,
2002 inclusive.


ANTICIPATED TIMETABLE:

	 	 	 	 	 
	January 22, 2002
	 	Visa of the Commission des Opérations de Bourse on the Note
	 
	 	d’Opération Préliminaire.
	 
	January 22, 2002
	 	Book building.
	 
	January 22, 2002
	 	Determination of the final conditions of the issue and
	 
	 	visa of the Commission des Opérations de Bourse on the
	 
	 	Note d’Opération Définitive.
	 
	January 23, 2002
	 	Commencement of the subscription period.
	 
	January 25, 2002
	 	End of the subscription period.
	 
	January 30, 2002
	 	Settlement and delivery of the Bonds.



RIGHTS ATTACHED TO NEW SHARES ISSUED FOLLOWING CONVERSION:


Shares to be issued on conversion shall bear all rights from the first day of
the fiscal year in which the Bonds are so converted.


RIGHTS ATTACHED TO EXISTING SHARES DELIVERED AFTER EXCHANGE:


Existing shares delivered upon exchange shall confer on their holders from the
date of delivery all the rights attached to shares.


SHARE PRICE:


The reference price (cours de référence) of a share of the Company: EUR
133.0500 per share.








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TABLE OF CONTENTS




									
		5.3     UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION AS OF SEPTEMBER 30, 2001
	ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES
		6.1     MEMBERS OF THE ADMINISTRATIVE, EXECUTIVE AND SUPERVISORY BODIES
	INFORMATION ON RECENT DEVELOPMENTS AND OUTLOOK
		7.1     RECENT DEVELOPMENTS
		7.2     OUTLOOK
	By-Laws, as amended, of Technip-Coflexip
	Offering Circular dated January 22, 2002








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	CHAPTER I
	 	 	 	 	 	PARTIES RESPONSIBLE FOR THE FINAL PROSPECTUS AND AUDITING OF THE ACCOUNTS	 	 	9	 
	1.1
	 	 	 	 	 	PARTY RESPONSIBLE FOR THE FINAL PROSPECTUS	 	 	9	 
	1.2
	 	 	 	 	 	STATEMENT OF THE PARTY RESPONSIBLE FOR THE FINAL PROSPECTUS	 	 	9	 
	1.3
	 	 	 	 	 	PARTIES RESPONSIBLE FOR AUDITING THE ACCOUNTS	 	 	9	 
	 
	 	 	1.3.1	 	 	Statutory auditors	 	 	9	 
	 
	 	 	1.3.2	 	 	Deputy statutory auditors	 	 	9	 
	 
	 	 	1.3.3	 	 	Statement of statutory auditors	 	 	10	 
	1.4
	 	 	 	 	 	PARTY RESPONSIBLE FOR INFORMATION	 	 	11	 
	CHAPTER II
	 	 	 	 	 	THE ISSUE AND LISTING ON THE PREMIER MARCHÉ OF EURONEXT PARIS S.A. OF BONDS CONVERTIBLE INTO NEW SHARES AND/OR EXCHANGEABLE FOR EXISTING SHARES OF TECHNIP-COFLEXIP	 	 	12	 
	2.1
	 	 	 	 	 	INFORMATION RELATING TO THE ISSUE	 	 	12	 
	 
	 	 	2.1.1	 	 	General Shareholders' Meeting Authorizing the Issue	 	 	12	 
	 
	 	 	2.1.2	 	 	Decisions of the Management Board	 	 	13	 
	 
	 	 	2.1.3	 	 	Decision of the Chairman of the Management Board	 	 	13	 
	2.2
	 	 	 	 	 	INFORMATION PERTAINING TO THE BONDS	 	 	14	 
	 
	 	 	2.2.1	 	 	Number and Nominal Value of the Bonds, Proceeds of the Issue	 	 	14	 
	 
	 	 	2.2.2	 	 	Structure of the Issue	 	 	14	 
	 
	 	 	2.2.3	 	 	Preferential Subscription Rights and Priority Subscription Period	 	 	15	 
	 
	 	 	2.2.4	 	 	Subscription period	 	 	15	 
	 
	 	 	2.2.5	 	 	Financial Institutions Responsible for the Placement	 	 	15	 
	2.3
	 	 	 	 	 	TERMS AND CONDITIONS OF THE BONDS	 	 	16	 
	 
	 	 	2.3.1	 	 	Form Denomination and Delivery of the Bonds	 	 	16	 
	 
	 	 	2.3.2	 	 	Nominal Value of
each Bond -- Issue Price	 	 	16	 
	 
	 	 	2.3.3	 	 	Issue Date	 	 	16	 
	 
	 	 	2.3.4	 	 	Settlement Date	 	 	16	 
	 
	 	 	2.3.5	 	 	Nominal Interest Rate	 	 	16	 
	 
	 	 	2.3.6	 	 	Annual interest	 	 	16	 
	 
	 	 	2.3.7	 	 	Redemption, Early Redemption	 	 	17	 
	 
	 	 	2.3.8	 	 	Gross Yield to Maturity	 	 	18	 
	 
	 	 	2.3.9	 	 	Term and Average Duration	 	 	19	 
	 
	 	 	2.3.10	 	 	Subsequent Issues of Fungible Bonds	 	 	19	 
	 
	 	 	2.3.11	 	 	Status and Negative Pledge	 	 	19	 
	 
	 	 	2.3.12	 	 	Guarantee	 	 	19	 
	 
	 	 	2.3.13	 	 	Underwriting	 	 	19	 
	 
	 	 	2.3.14	 	 	Rating	 	 	19	 
	 
	 	 	2.3.15	 	 	Representation of Bondholders	 	 	20	 
	 
	 	 	2.3.16	 	 	Events of default	 	 	21	 
	 
	 	 	2.3.17	 	 	Public Offers	 	 	22	 
	 
	 	 	2.3.18	 	 	Tax Regime for Bonds	 	 	22	 
	2.4
	 	 	 	 	 	LISTING AND TRADING	 	 	24	 
	 
	 	 	2.4.1	 	 	Listing	 	 	24	 
	 
	 	 	2.4.2	 	 	Restrictions on the Transferability of the Bonds	 	 	25	 
	 
	 	 	2.4.3	 	 	Listing of Similar Securities	 	 	25	 
	2.5
	 	 	 	 	 	GENERAL INFORMATION	 	 	25	 
	 
	 	 	2.5.1	 	 	Paying Agent	 	 	25	 
	 
	 	 	2.5.2	 	 	Jurisdiction	 	 	25	 
	 
	 	 	2.5.3	 	 	Use of Proceeds	 	 	25	 
	2.6
	 	 	 	 	 	CONVERSION AND/OR EXCHANGE OF BONDS INTO SHARES	 	 	25	 
	 
	 	 	2.6.1	 	 	Nature of Conversion and/or Exchange Rights	 	 	25	 
	 
	 	 	2.6.2	 	 	Suspension of the Conversion/Exchange Right	 	 	25	 
	 
	 	 	2.6.3	 	 	Exercise Period and Conversion/Exchange Ratio	 	 	26	 
	 
	 	 	2.6.4	 	 	Exercise of the Conversion/Exchange Right	 	 	26	 









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	 	 	2.6.5	 	 	Rights of
Bondholders to Payments of Interest on the Bonds and Dividends with respect to Shares Delivered	 	 	26	 
	 
	 	 	2.6.6	 	 	Tax Regime on Conversion or Exchange	 	 	27	 
	 
	 	 	2.6.7	 	 	Maintenance of Bondholders' Rights	 	 	27	 
	 
	 	 	2.6.8	 	 	Notice to Bondholders	 	 	32	 
	 
	 	 	2.6.9	 	 	Effect of Conversion and/or Exchange on Existing Shareholders	 	 	32	 
	2.7
	 	 	 	 	 	SHARES DELIVERED UPON EXERCISE OF THE CONVERSION/EXCHANGE RIGHT	 	 	32	 
	 
	 	 	2.7.1	 	 	Rights attached to the Shares to be Delivered	 	 	32	 
	 
	 	 	2.7.2	 	 	Transferability of the Shares	 	 	33	 
	 
	 	 	2.7.3	 	 	Nature and Form of the Shares	 	 	33	 
	 
	 	 	2.7.4	 	 	Taxation of Alloted Shares	 	 	33	 
	 
	 	 	2.7.5	 	 	Listing of New Shares	 	 	36	 
	CHAPTER III
	 	 	 	 	 	GENERAL INFORMATION ABOUT THE COMPANY AND ITS SHARE CAPITAL	 	 	38	 
	3.1
	 	 	 	 	 	GENERAL INFORMATION ABOUT THE COMPANY	 	 	38	 
	 
	 	 	3.1.1	 	 	Corporate name	 	 	38	 
	 
	 	 	3.1.2	 	 	Corporate form and applicable laws	 	 	38	 
	 
	 	 	3.1.3	 	 	Corporate purpose (Article 3 of the by-laws)	 	 	38	 
	 
	 	 	3.1.4	 	 	General Shareholders' Meetings (Article 29 of the by-laws)	 	 	39	 
	 
	 	 	3.1.5	 	 	Double voting rights (Article 30 the of by-laws)	 	 	39	 
	 
	 	 	3.1.6	 	 	Crossing of thresholds (Article 12 of the by-laws)	 	 	40	 
	3.2
	 	 	 	 	 	INFORMATION RELATING TO THE COMPANY'S SHARE CAPITAL	 	 	40	 
	 
	 	 	3.2.1	 	 	Share capital	 	 	40	 
	 
	 	 	3.2.2	 	 	Evolution of the share capital as of December 31, 2001	 	 	41	 
	 
	 	 	3.2.3	 	 	Non-issued
authorized share capital, undertakings to increase capital on December 31, 2001	 	 	42	 
	 
	 	 	3.2.4	 	 	Stock option plans	 	 	43	 
	 
	 	 	3.2.5	 	 	Authorization to reduce share capital	 	 	44	 
	 
	 	 	3.2.6	 	 	Authorization to repurchase shares	 	 	44	 
	 
	 	 	3.2.7	 	 	Other securities giving rights to share capital	 	 	44	 
	 
	 	 	3.2.8	 	 	Volume of transactions and evolution of share price and ADRs	 	 	44	 
	CHAPTER IV
	 	 	 	 	 	INFORMATION CONCERNING THE ACTIVITY OF THE COMPANY	 	 	46	 
	4.1
	 	 	 	 	 	RECENT EVENTS	 	 	46	 
	CHAPTER V
	 	 	 	 	 	ASSETS, FINANCIAL POSITION AND RESULTS	 	 	52	 
	5.1
	 	 	 	 	 	SEMESTRIAL ACTIVITY REPORT AS OF JUNE 30, 2001	 	 	52	 
	 
	 	 	5.1.1	 	 	First half 2001 activity and consolidated statement of income as of June 30, 2001	 	 	52	 
	 
	 	 	5.1.2	 	 	Activity report as of June 30, 2001	 	 	55	 
	 
	 	 	5.1.3	 	 	Opinion of the
Statutory Auditors on the limited review of the half-year financial statements as of June 30, 2001 (Articles L. 232-7 of the French Commercial Code and 297-1 of the decree of March 23, 1967)	 	 	58	 
	5.2
	 	 	 	 	 	CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2001	 	 	59	 
	 
	 	 	5.2.1	 	 	Consolidated Statement of Income	 	 	59	 
	 
	 	 	5.2.2	 	 	Consolidated Balance sheet	 	 	60	 
	 
	 	 	5.2.3	 	 	Consolidated statements of Cash Flows as of June 30, 2001	 	 	61	 
	 
	 	 	5.2.4	 	 	Consolidated statement of changes in shareholders' equity (in million euros)	 	 	63	 
	 
	 	 	5.2.5	 	 	Notes to the Consolidated Financial Statements	 	 	64	 
	 
	 	 	5.2.6	 	 	Supplemental Note	 	 	67	 
	5.3
	 	 	 	 	 	UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION AS OF SEPTEMBER 30, 2001	 	 	69	 
	 
	 	 	5.3.1	 	 	Methods used for preparing TECHNIP-COFLEXIP pro forma condensed combined financial information as of September 30, 2001	 	 	69	 
	 
	 	 	5.3.2	 	 	Description of main operations	 	 	69	 
	 
	 	 	5.3.3	 	 	Notes to pro forma condensed combined balance sheets	 	 	70	 
	 
	 	 	5.3.4	 	 	Notes to pro forma condensed combined statements of income	 	 	73	 









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	 	 	5.3.5	 	 	Other elements
concerning pro forma condensed combined balance sheets and statements of income	 	 	73	 
	CHAPTER VI
	 	 	 	 	 	ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES	 	 	77	 
	6.1
	 	 	 	 	 	MEMBERS OF THE ADMINISTRATIVE, EXECUTIVE AND SUPERVISORY BODIES	 	 	77	 
	 
	 	 	6.1.1	 	 	Management Board	 	 	77	 
	 
	 	 	6.1.2	 	 	Supervisory Board	 	 	79	 
	6.2
	 	 	 	 	 	COMMITTEES	 	 	80	 
	CHAPTER VII
	 	 	 	 	 	INFORMATION ON RECENT DEVELOPMENTS AND OUTLOOK	 	 	82	 
	7.1
	 	 	 	 	 	RECENT DEVELOPMENTS	 	 	82	 
	7.2
	 	 	 	 	 	OUTLOOK	 	 	96	 









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CHAPTER I



PARTIES RESPONSIBLE FOR THE FINAL PROSPECTUS

AND AUDITING OF THE ACCOUNTS



1.1    PARTY RESPONSIBLE FOR THE FINAL PROSPECTUS



Daniel Valot, Chairman of the Management Board of TECHNIP-COFLEXIP.


1.2    STATEMENT OF THE PARTY RESPONSIBLE FOR THE FINAL PROSPECTUS



“To our knowledge, the information presented in this final prospectus is true
and accurate. It provides investors with all the necessary elements to be able
to base a judgment on the property, activity, financial situation, revenues and
outlook of TECHNIP-COFLEXIP and its subsidiaries, as well as the rights
associated with the securities offered. It does not omit any information which
would make any statement in this prospectus misleading in any material
respect.”



		
	 	    Daniel Valot

    Chairman of the Management Board



1.3    PARTIES RESPONSIBLE FOR AUDITING THE ACCOUNTS



1.3.1    Statutory auditors




	•	 	Barbier Frinault & Autres, represented by M. René Proglio
	 	 	41, rue Ybry — 92567 Neuilly-sur-Seine Cedex
	 
	 	 	Date of first term: 1986 (renewed by the Ordinary Shareholders’ Meeting
of April 30, 1998).
	 
	 	 	Expiration date of current term: at the close of the Shareholders’
Meeting convened to approve the accounts for the fiscal year ending
December 31, 2003.
	 
	•	 	Mr. Claude Charron — 2, place de la Gare — 95210 Saint-Gratien.
	 
	 	 	Date of first term: 1996 (renewed by the Ordinary Shareholders’ Meeting
of April 30, 1998).
	 
	 	 	Expiration date of current term: at the close of the Shareholders’
Meeting convened to approve the accounts for the fiscal year ending
December 31, 2003.



1.3.2    Deputy statutory auditors




	•	 	M. Gilles Puissochet
	 	 	41, rue Ybry — 92567 Neuilly-sur-Seine Cedex
	 
	 	 	Date of first term: 1996 (renewed by the Ordinary Shareholders’ Meeting
of April 30, 1998).

	 
	 	 	Expiration date of current term: at the close of the Shareholders’
Meeting convened to approve the accounts for the fiscal year ending
December 31, 2003.

	 
	•	 	M. Laurent Levesque
	 	 	66, rue Caumartin — 75009 Paris
	 
	 	 	Date of first term: 1996 (renewed by the Ordinary Shareholders’ Meeting
of April 30, 1998).
	 
	 	 	Expiration date of current term: at the close of the Shareholders’
Meeting convened to approve the accounts for the fiscal year ending
December 31, 2003.









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1.3.3    Statement of statutory auditors



(Free translation of a French language original for convenience purpose only.
Accounting principles and auditing standards and their application in practice
vary among nations. The accompanying financial statements are not intended to
present the financial position, results of operations and cash flows in
accordance with accounting principles and practices generally accepted in
countries other than France. In addition, the procedures and practices utilised
by the statutory auditors in France with respect to such financial statements
included in a prospectus may differ from those generally accepted and applied
by auditors in other countries. Accordingly, the French financial statements
and the auditors’ report of which a translation for convenience purpose only is
presented in this document are for use by those knowledgeable about French
accounting procedures, auditing standards and their application in practice.)


Statutory auditors’ report on a
“prospectus”


As statutory auditors of Technip-Coflexip (formerly, Technip) and in accordance
with Rule 98-01 of the Commission des Opérations de Bourse and professional
standards applicable in France, we have performed certain procedures on the
information contained in the “prospectus” relating to the historical financial
statements of Technip-Coflexip (the “Company”), established for the purpose of
the issuance and registration on the Premier Marché d’Euronext Paris S.A. of
bonds convertible and/or exchangeable into new or existing shares.


The Board Management’s President (Président du Directoire) is responsible for
the preparation of the “prospectus”. Our responsibility is to report on the
fairness of the information presented in the “prospectus” relating to the
financial statements.


We have conducted our work in accordance with professional standards applicable
in France. Those standards require that we assess the fairness of the
information presented relating to the financial statements and its consistency
with the financial statements on which we have issued a report. Our procedures
also include reading the other information contained in the “prospectus” in
order to identify material inconsistencies with the information relating to the
financial statements and to report any apparent material misstatement of facts
that we may have uncovered in reading the other information based on our
general knowledge of the company obtained during the course of our engagement.
As far as the selected prospective data are concerned, our procedures consisted
of a reading of management’s assumptions and the resulting figures.


We have audited in accordance with professional standards applicable in France
the individual financial statements and the French GAAP consolidated financial
statements of the Company for each of the years ended December 31, 1998,
December 31, 1999 and December 31, 2000, approved by the Board of Directors. We
expressed an unqualified opinion on such financial statements. Without calling
into question the opinion expressed before, our reports include the following
emphasis of matter paragraph:



	•	 	in respect of the individual financial statement and the consolidated
financial statements as of December 31, 1999, reversal of the
provision for geopolitical risks, which Technip no longer estimated
necessary;
	 
	•	 	the individual financial statements as of December 31, 1999 can not be
directly compared with those of the preceding fiscal year because of
the structural reorganisation, which took place during the year.



We have reviewed in accordance with professional standards applicable in France
for such interim financial statements the interim consolidated financial
statements of the Company as of June 30, 2000 and 2001 approved by the Board of
Directors. Our report was unqualified and did not include an emphasis of matter
paragraph.


We have reviewed in accordance with professional standards applicable in France
the unaudited consolidated pro forma financial information as of September 30,
2001, prepared under the responsibility of the company’s Chief Executive
Officer (Président du Conseil d’Administration) to reflect the incidence of the
exchange offers for Coflexip shares and Isis shares.


In our opinion, management’s assumptions to reflect the incidence of the
transactions described above on the consolidated pro forma financial
information are reasonable and the resulting figures are appropriate.


Based on the procedures performed, we have no other matters to report regarding
the fairness of the information relating to the financial statements presented
in the “prospectus”.


Neuilly-sur-Seine and Saint-Gratien, France, January 22, 2002


The Statutory Auditors,

French original signed by:



	BARBIER FRINAULT & AUTRES	 	Claude
	ANDERSEN	 	CHARRON











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Represented by René Proglio


1.4 PARTY RESPONSIBLE FOR INFORMATION



Mr. Patrick Picard, Corporate Secretary

TECHNIP-COFLEXIP,

La Défense 6

170, Place Henri Régnault

92973 Paris La Défense Cedex

Telephone : 01 47 78 30 86

Fax : 01 47 78 20 90

e-mail : ppicard@technip-coflexip.com








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CHAPTER II



THE ISSUE AND LISTING ON
THE PREMIER MARCHÉ OF

EURONEXT PARIS S.A. OF BONDS CONVERTIBLE INTO NEW SHARES AND/OR

EXCHANGEABLE FOR EXISTING SHARES OF TECHNIP-COFLEXIP



2.1 INFORMATION RELATING TO THE
ISSUE



2.1.1 General Shareholders’
Meeting Authorizing the Issue



The general extraordinary shareholders’ meeting (Assemblée générale
extraordinaire) of TECHNIP-COFLEXIP (the “Company”), held on August 24, 2001,
in compliance with the rules relating to quorum and requirements for voting for
extraordinary shareholders’ meetings, pursuant to its seventh resolution,
notably:



	•	 	Delegated, in accordance with Article L. 225-129 III of the French
Commercial Code, to the Board of Directors (Conseil d’Administration)
or to the Management Board (Directoire), as the case may be, including
the ability to subdelegate to its Chairman, the powers to increase the
share capital of the Company, on one or more occasions, in the
proportion and at the time that it deems suitable, in France and/or
abroad, by issuing, without preferential subscription rights, by way
of public offering, shares as well as any other securities including
warrants to subscribe for new shares (bons de souscription) giving an
immediate or future right, exercisable at any time or on a fixed date,
to a portion of the Company’s share capital by way of subscription,
conversion, exchange, redemption, presentation of a warrant or by any
other means;
	 
	•	 	Decided that the total nominal amount of the share capital increases
that may be undertaken, immediately or in the future, by virtue of
this delegation, may not exceed EUR 24,000,000. The nominal amount of
additional shares to be issued shall be added, as the case may be, to
such amount in order to preserve, in accordance with French law, the
rights of the holders of the securities giving right to shares;
	 
	•	 	Decided that the maximum amount of the share capital increases capable
of being made pursuant to this delegation will be charged against the
EUR 24,000,000 ceiling for share capital increases as set forth in the
sixth resolution;
	 
	•	 	Decided, in addition, that the aggregate nominal amount of issued debt
securities giving access to the share capital of the Company may not
exceed EUR 1 billion, or the equivalent value of such amount in the
event of issue in foreign currency or currency unit fixed by reference
to several currencies, and that such amount will be charged against
the ceiling set forth in the sixth resolution;
	 
	•	 	Decided to waive the preferential subscription rights of shareholders
to the securities to be issued, but, nevertheless, to allow the Board
of Directors or the Management Board, as the case may be, discretion
to grant to shareholders, for a certain period and under terms that it
shall fix, a priority right for all or part of an issue. Such priority
of subscription will not give rise to any transferable rights;
	 
	•	 	Acknowledged, where necessary, that the present delegation implies an
automatic waiver by the shareholders, in favor of the holders of the
securities giving a future right to shares capable of being issued, of
their preferential subscription right to any shares to which the
issued securities will give a right;
	 
	•	 	Decided to waive the preferential subscription right of the
shareholders to shares issued as a result of a conversion of bonds or
the exercise of warrants;
	 
	•	 	Decided that the sum payable or to be paid to the Company for each of
the shares issued in connection with the present delegation, after
having taken into account, in the event of an issue of warrants to
subscribe for new shares (bons autonomes de souscription d’actions),
the price of issue for such warrants, shall be equal to at least the
average of the closing quoted share price for the Company’s shares
over ten consecutive days selected from the last twenty stock exchange
trading days preceding the commencement of the issue, after, as the
case may be, correction of such average in order to take into account
the issue date;
	 
	•	 	Decided that the Board of Directors or the Management Board, as the
case may be, may have all the powers, including the ability to
subdelegate to the Chairman, in accordance with the applicable legal
requirements, to implement the present delegation, to determine the
dates and terms and conditions of the issues as well as the form and
terms and conditions of the securities to be created, to fix the
prices and conditions of the issues, to fix the amounts to be issued,
to determine the method whereby the shares or the other Securities
will be paid-up, and as the case may be, to foresee the conditions of
the










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	 	 	repurchase on the stock exchange, the provision for possible suspension of the exercise of rights attached to the securities issued
for a maximum period of 3 months, to fix the methods according to which the rights of holders of securities giving future right to
the capital will be preserved, in accordance with the law and regulations, to take all measures and ensure all formalities required
for the admission to trade on one of the markets regulated by Euronext Paris S.A., of rights, securities and warrants, to fix the
terms of allotment and of exercise of warrants and determine the means of purchase on the stock exchange or offer of sale or
exchange of securities or warrants or allotment of shares, as well as redemption of securities and warrants.
	 
	•	 	Decided, in addition, that the Board of Directors, or, as the case may be, the
Management Board, or its Chairman, may proceed, where applicable, to charge the issue
premiums and notably the costs associated with the realization of the issues and to
take generally all necessary measures and conclude all agreements in order to bring to
a successful conclusion any issues and record any increase of capital resulting from
any issue that may be made pursuant to this delegation and accordingly amend the
by-laws.
	 
	•	 	Decided that in the event of an issue of debt securities, the Board of Directors or,
as the case may be, the Management Board, may have such powers, including the ability
to sub-delegate to its Chairman, notably to decide upon their subordinated nature or
not, to fix their interest rate, the duration, the redemption price, whether fixed or
variable, with or without premium, the method of redemption, depending on market
conditions and the conditions according to which these debt securities may grant
rights to shares in the Company.



This delegation is valid for a period of twenty-six months from August 24, 2001.


2.1.2 Decisions of the Management Board



By virtue of the delegation granted to it by the general extraordinary
shareholders’ meeting of the Company dated August 24, 2001, the Management
Board has, on January 7, 2002, approved the principle of the issue of bonds
with an option of conversion into new shares and/or exchange for existing
shares and has decided to subdelegate all powers so as to proceed with the
issue of bonds with an option of conversion into new shares and/or exchange for
existing shares, as well as to suspend such issue, being that the nominal
amount of the increases in capital susceptible of being made by a conversion of
the bonds into new shares will not be more than EUR 24,000,000 and that the
total nominal amount of the bonds will not be more than EUR 800,000,000 not
having taken into account the potential increases of additional capital
necessary to undertake the adjustments foreseen by the applicable law to
preserve the rights of security holders giving a right to shares, under the
conditions and the limits of the seventh resolution of the general
extraordinary shareholders’ meeting of the Company.


2.1.3 Decision of the Chairman of the Management Board



Pursuant to the powers delegated by the Management Board, the President decided
on January 21, 2002 and January 22, 2002 to use the powers delegated to issue
the bonds to which this final prospectus relates and to set the terms of this
issuance as described in this prospectus.


2.2 INFORMATION PERTAINING TO THE BONDS



In this Note d’Opération Définitive, the term “Bonds” means bonds convertible
into new shares and/or exchangeable for existing shares of the Company having
all the characteristics described in this Note d’Opération Définitive.


2.2.1 Number and Nominal Value of the Bonds, Proceeds of the Issue



2.2.1.1 Number and Nominal Value of the Bonds



This issue by the Company will be represented by 4,058,824 bonds convertible
into new shares and/or exchangeable for existing shares (the “Bonds”) with a
total nominal value of EUR 690,000,080. In addition, in order to cover
over-allotments, if any, TECHNIP-COFLEXIP has granted the Joint Bookrunners an
option (the “Over-Allotment Option”) of up to 15% of the issue size. This
Over-Allotment Option will be exercisable once only and until January 28, 2002
at the latest. In the event that the Over-Allotment Option is exercised in
full, the aggregate nominal amount of the issue would amount to EUR 793,499,990
represented by 4,667,647 Bonds.


2.2.1.2 Proceeds of the Issue



The gross proceeds of the issue will amount to EUR 690,000,080, and may be
increased to EUR 793,499,990 in the event that the Over-Allotment Option is
exercised. The net proceeds of the issue paid to the Company after deducting
from the gross proceeds an amount of approximately EUR 10,928,000 corresponding
to the fees due to financial intermediaries, lawyers and administrative and
legal costs will be of approximately EUR 679,072,080, which may be increased
to EUR 781,019,290 if the Over-Allotment Option is exercised.









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2.2.2 Structure of the Issue



2.2.2.1 Offering



The Bonds, which are offered as part of a global offering, will be offered:



	•	 	in France, to institutional investors and individuals;
	 
	•	 	outside France by means of a private offering, in accordance with the rules applicable
to each jurisdiction where the offering is being made, with the exception of the United
States of America, Canada and Japan where no placement will be made.



No specific tranche of Bonds is designated for a particular market.


2.2.2.2 Selling restrictions


The distribution of this Note d’Opération Définitive and the offer or sale of
the Bonds may, in certain countries, be subject to specific regulations.
Persons in possession of this Note d’Opération Définitive should familiarize
themselves, and comply, with any local restrictions.


The institutions responsible for the offering will comply with the laws and
regulations in effect in each jurisdiction in which the Bonds will be offered
and, in particular, with the selling restrictions set forth below.


United Kingdom Selling Restrictions


Each financial institution involved in the offering has undertaken:



		
	(i)	not to offer nor sell and, prior to the expiry of a period of six months
from the Closing Date, will not offer or sell any Bonds to persons in the
United Kingdom except to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments (as principal or
agent) for the purposes of their businesses or otherwise in circumstances
which have not resulted and will not result in an offer to the public in
the United Kingdom within the meaning of the Public Offers of Securities
Regulations 1995 as amended;
	 
	(ii)	to comply with all applicable provisions of the Financial Services and
Markets Act 2000 (“FSMA”) with respect to anything done by it in relation
to the Bonds in, from or otherwise involving the United Kingdom;
	 
	(iii)	not to issue nor distribute invitations or incentives to start an
investment activity (in accordance with article 21 of the FSMA) received
by the institution and in relation to the issue or the sale of Bonds only
under circumstances where article 21 (1) does not apply to the Company.



United States Selling Restrictions


The Bonds and the shares of TECHNIP-COFLEXIP to be issued or delivered upon
conversion or exchange of the Bonds, have not been and will not be registered
under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and
may not be offered or sold in the United States of America. None of the
Company, a distributor as defined by Regulation S of the Securities Act, any
institutions in charge of the placement, any of their affiliates as defined by
Rule 405 of the Securities Act or any other person acting on behalf of one of
the persons above-mentioned may engage in any directed selling efforts, as set
forth in Regulation S of the Securities Act, with respect to the United States
of America.


The Bonds will be offered and sold exclusively outside the United States in
offshore transactions, in accordance with Regulation S of the Securities Act.


Unless otherwise, the terms used in the preceding two paragraphs have the
respective meanings ascribed to such terms in Regulation S of the Securities
Act.


Canada and Japan Selling Restrictions


Each institution involved in the offering agrees that it has not offered nor
sold, and will not offer nor sell the Bonds in Canada or Japan.


2.2.3 Preferential Subscription Rights and Priority Subscription Period


The shareholders of the Company have expressly waived their preferential
subscription rights to the Bonds at the general shareholders’ meeting of August
24, 2001. This decision also includes an express waiver of their preferential
subscription rights for any new shares to be issued in the event of conversion
of the Bonds.








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No priority subscription period for the shareholders is applicable.


2.2.4     Subscription period


The offering of the Bonds will take place from January 22, 2002 to January 25,
2002 inclusive and may be closed, without prior notice except in respect of
individuals for whom it will remain open from January 23, 2002 to January 25,
2002 inclusive.


Anticipated timetable of the issue:


	 	 	 	 	 
	January 22, 2002
	 	Visa of the Commission des Opérations de Bourse on the Note d’Opération Préliminaire.
	 
	January 22, 2002
	 	Book-building.
	 
	January 22, 2002
	 	Determination of final conditions of the issue and visa of the Commission des Opérations de Bourse on the Note d’Opération Définitive.
	 
	January 23, 2002
	 	Commencement of the subscription period.
	 
	January 25, 2002
	 	End of the subscription period.
	 
	January 30, 2002
	 	Settlement and delivery of the Bonds.




The final number of Bonds issued and the final nominal value will be fixed no
later than January 28, 2002 and will be indicated in an avis to be published
by Euronext Paris S.A. as soon as possible after such date.


2.2.5     Financial Institutions Responsible for the Placement


Subscription orders for the Bonds must be placed with J.P. Morgan Securities
Ltd. and BNP Paribas in their capacity as Joint Lead Managers and Joint
Bookrunners.









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2.3 TERMS AND CONDITIONS OF THE BONDS


2.3.1 Form, Denomination and Delivery of the Bonds


The Bonds to be issued by the Company constitute neither bonds convertible into
shares (obligations convertibles en actions), within the meaning of Articles L.
225-161 and seq. of the French Code de commerce, nor bonds exchangeable for
shares (obligations échangeables contre des actions), within the meaning of
Articles L. 225-168 et seq. of the French Code de commerce, but rather
constitute securities carrying rights to shares of the Company, within the
meaning of Articles L. 228-91 et seq. of the French Code de commerce.


The Bonds will be governed by French law.


The Bonds will be in either bearer or registered form, at the option of the
holders. The Bonds will in any event be in book-entry form (inscrites en
compte) and held, as the case may be, through:



	•	 	BNP Paribas Securities Services S.A. acting on behalf of the Company
in respect of fully registered Bonds (nominatifs purs);
	 
	•	 	an authorized financial intermediary (intermédiaire financier
habilité) of their choice and BNP Paribas Securities Services S.A.
acting on behalf of the Company in respect of Bonds in administered
registered form (nominatifs administrés);
	 
	•	 	an authorized financial intermediary (intermédiaire financier
habilité) of their choice in respect of Bonds in bearer form.



Settlement and delivery will take place through the Euroclear France RELIT
system (Sicovam code 18823, ISIN code FR0000188237).


The Bonds will be accepted for clearance through Euroclear France, which will
ensure the clearing of Bonds between account holders. The Bonds will also be
accepted for clearance through Euroclear Bank S.A./N.V. and Clearstream Banking
S.A.


The Bonds will be in book-entry form (inscrites en compte) and transferable as from the settlement date.


2.3.2 Nominal Value of each Bond — Issue Price


The nominal value of each Bond has been fixed at EUR 170. The Bonds will be
issued at par, i.e. an issue price equal to 100% of the nominal value per Bond,
payable in full on the settlement date.


2.3.3 Issue Date


On January 30, 2002.


2.3.4 Settlement Date


On January 30, 2002.


2.3.5 Nominal Interest Rate


1%.


2.3.6 Annual interest


The Bonds will bear interest at a rate of 1% per annum, equivalent to EUR
1.7000 per Bond, payable annually in arrears on January 1 of each year (or on
the immediately following business day if such date is not a business day). For
the period from January 30, 2002 i.e. the settlement date, to December 31,
2002, interest amount of EUR 1.5649 per Bond will be payable on January 1,
2003.


All interest payments relating to an interest period of less than one full year
will be calculated on the basis of the above-mentioned annual interest rate
multiplied by the number of days elapsed in the relevant period divided by 365
for a 365-day year (or by 366 for a leap year).


Subject to the provisions of paragraph 2.6.5 (“Rights of Bondholders to
Payments of Interest on the Bonds and Dividends with respect to Delivered
Shares”) below, interest will cease to accrue from the date of redemption of
the Bonds.


Claims in respect of interest will become void after a period of 5 years
starting from the due date of such interest.








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2.3.7 Redemption, Early Redemption


2.3.7.1 Redemption at Maturity


The Bonds will be redeemed in full on January 1, 2007 (or on the immediately
following business day if such date is not a business day) at a price of EUR
190.0708 per Bond, representing approximately 111.81% of the nominal value of
the Bonds.


Claims in respect of the principal will become void after a period of 30 years from the date of redemption.


2.3.7.2 Early Redemption by Repurchase or Public Offers


The Company reserves the right to redeem all or part of the Bonds at any time,
without limitation on price or quantity, by repurchasing the Bonds, either on
or off the stock exchange or by means of a public offer or exchange offer. Any
such transaction shall not affect the due date for redemption of any Bonds
still outstanding. Repurchased Bonds will be cancelled.


2.3.7.3 Early Redemption at the Option of the Company



		
	1.	The Company may, at its sole option and at any time from January 1, 2005
until the seventh business day preceding the redemption date, redeem all
of the Bonds outstanding prior to maturity subject to the following
conditions:




		
	(i)	the early redemption price shall be determined so as to
guarantee the initial subscriber at the date of effective
redemption a gross yield to redemption equivalent to that which he
would have received at maturity, i.e. a yield of 3.25%,




		
	(ii)	such early redemption shall only be possible if the
product of:




			
	 	—	the Conversion/Exchange Ratio in
effect (as defined in paragraph 2.6.3 (“Exercise Period
and Conversion/Exchange Ratio”); and
	 
	 	—	the arithmetic mean of the opening
quoted prices of a TECHNIP-COFLEXIP share on the Premier
Marché of Euronext Paris S.A. (“Euronext Paris”)
calculated over a period of 15 consecutive stock exchange
trading days during which the shares are quoted as
selected by the Company from among the 30 consecutive
stock exchange trading days during which the shares are
quoted preceding the date of publication of a notice
relating to such early redemption (as set forth in
paragraph 2.3.7.4 (“Publication of Information at the
Time of Early Redemption or Redemption at Maturity”));
	 
	 	exceeds 120% of such early redemption price.



A “stock exchange trading day” shall mean any business day on which Euronext
Paris S.A. quotes shares other than a day on which such quoting ceases prior to
the usual closing time.


A “business day” shall mean any day (other than a Saturday or Sunday) on which
banks are open in Paris and on which Euroclear France operates.








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For information purposes, the table set forth below shows, as at the interest
payment dates during the early redemption option period, the early redemption
price of each Bond in the event of redemption, the market prices that a
TECHNIP-COFLEXIP share will need to reach in order to allow early redemption,
the average annual growth rate for the shares in the case of exercise of the
conversion/exchange right and the yield to maturity for the Bondholder who
exercises his right to convert/exchange for shares.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Yield to
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	maturity in
	 	 	 	 	 	 	Minimum	 	Annual	 	the event of
	 	 	 	 	 	 	share price	 	growth rate	 	exercise of the
	 	 	Early redemption	 	to allow	 	for the	 	conversion/
	Early redemption date	 	price	 	early redemption	 	share(1)	 	exchange rate
	
	 	
	 	
	 	
	 	
	 
	January 1, 2005
	 	183.23 euros	 	219.88 euros	 	 	18.75	%	 	 	10.12	%
	January 1, 2006
	 	187.43 euros	 	224.92 euros	 	 	13.66	%	 	 	8.30	%




		
	(1)	Without taking dividends into account, compared to the reference price of
EUR 133.05 as of January 30, 2002.
	 
	2.	The Company may, at its sole option, redeem at any time all of the Bonds
outstanding at a price equal to the early redemption price determined in
accordance with paragraph 1(i) above, if less than 10% of the Bonds issued
remain outstanding.
	 
	3.	In each of the cases specified in paragraphs (1) and (2) above, the
Bondholders shall remain entitled to exercise their right to
convert/exchange for shares in accordance with the provisions of paragraph
2.6.3 (“Exercise Period and Conversion/Exchange Ratio”).
	 
	4.	In the cases specified in paragraphs (1) and (2) above, interest will
cease to accrue from the date of redemption of the Bonds.



2.3.7.4   Publication of Information at the Time of Early Redemption or
Redemption at Maturity


Information relating to the number of Bonds redeemed, converted or exchanged
and to the number of Bonds still outstanding shall be provided each year to
Euronext Paris S.A. for publication and may be obtained from the Company or the
fiscal and paying agent mentioned in paragraph 2.5.1 (“Paying Agent”).


For so long as regulations in force so require, any decision by the Company to
redeem the Bonds at or prior to maturity shall be the subject of a notice to be
published in the Journal Officiel no later than one month prior to the
redemption date. In addition, such notice shall be published in a financial
paper having a general circulation in France and in a notice to be issued by
Euronext Paris S.A.


2.3.7.5   Cancellation of Bonds


Bonds redeemed at or prior to maturity, Bonds repurchased on or off the stock
exchange or by way of public offers, as well as Bonds that have been converted
or exchanged shall cease to be deemed outstanding and shall be cancelled in
accordance with French law.


2.3.8   Gross Yield to Maturity


3.25% as at the settlement date (in the absence of conversion and/or exchange
into shares and in the absence of redemption prior to maturity).


On the French bond market, the yield to maturity is the annual rate that, at a
given date, equals, at such rate and on a compound interest basis, the current
value of all amounts payable and all amounts receivable under the Bonds (as
defined by the French Bond Standardization Committee (Comité de normalisation
obligataire)).








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For information purposes, the table set forth below shows the share prices a
TECHNIP-COFLEXIP share must reach on the maturity date in order to provide the
following yield differentials as well as the implied annual growth rate of the
shares.



	 	 	 	 	 	 	 	 	 	 	 
	Yield to maturity at	 	 	 	 	 	Implied average annual growth rate by
	settlement date(1)	 	Share price at maturity	 	share prices(2)(3)
	
	 	
	 	

	OAT-1.19%=3.25%	 	191.77 euros	 	 	7.71	%
	OAT=4.44%	 	203.10 euros	 	 	8.97	%
	OAT+1%=5.44%	 	213.04 euros	 	 	10.03	%
	OAT+2%=6.44%	 	223.35 euros	 	 	11.10	%




		
	(1)	The rate of current yield interpolated from the French Treasury bonds (OAT)
with the same maturity: 4.44% on January 22, 2002.
	 
	(2)	Without taking dividends into account.
	 
	(3)	With regard to the reference price of EUR 133.05, as of January 30, 2002.




2.3.9 Term and Average Duration


4 years and 336 days from the settlement date to the date of redemption at
maturity (the average duration is identical to the term of the Bonds in the
absence of conversion and/or exchange and in the absence of early redemption).


2.3.10 Further Issues


If the Company subsequently issues new bonds that have in all respects the same
rights as the Bonds, the Company may, without the consent of the Bondholders
and provided that the terms and conditions of all such bonds so permit,
consolidate bonds of any such subsequent issues with the Bonds thereby treating
such bonds as the same issue for the purposes of trading and servicing.


2.3.11 Status and Negative Pledge


2.3.11.1 Status


The Bonds and the interest thereon constitute direct, general, unconditional,
unsubordinated and unsecured obligations (engagements chirographaires) of the
Company, and rank equally amongst themselves and pari passu with all other
unsecured and unsubordinated debts and guarantees, present and future, of the
Company.


2.3.11.2 Negative Pledge


So long as all the Bonds remain outstanding, the Company undertakes not to
grant any mortgage (hypothèque) over its present or future real property and
real property interests, nor any pledge or other security interest (sûreté
réelle) on its present or future assets in each case for the benefit of holders
of all other bonds of the Company listed on a stock exchange without previously
or simultaneously granting the same security and status to the Bonds. This
undertaking is given only in relation to security granted for the benefit of
holders of other bonds listed on a stock exchange and does not affect in any
way the right of the Company to otherwise dispose of its assets or to grant any
security in respect of such assets in any other circumstances.


2.3.12 Guarantee


Payments of interest, principal, taxes, costs and ancillary amounts have not been guaranteed.


2.3.13 Underwriting


A syndicate of financial institutions led by J.P. Morgan Securities Ltd. and
BNP Paribas will underwrite the issue of Bonds pursuant to the terms of an
underwriting agreement to be entered into with the Company, on January 22,
2002.


2.3.14 Rating


None.


2.3.15 Representation of Bondholders


In accordance with Article L. 228-46 of the French Code de Commerce, the
holders of the Bonds (the “Bondholders”) will be grouped together in a
collective group (the “Masse"), which shall have legal personality.


In accordance with Article L. 228-47, the following have been appointed:



			
	 	(a)	Acting representatives of the Masse of Bondholders:









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		—	Christine VALLEE, 114, rue Aristide Briand — 92300 Levallois-Perret;
	 
		—	Philippe QUINARD, 5 bis, rue Bouquet — 77300 Fontainebleau.



The acting representatives will have the power, without restriction or
reservation, whether acting together or individually, to carry out, on behalf
of the Masse, all actions of an administrative nature necessary to protect the
interests of the Bondholders.


They will exercise their duties until their death, resignation or the
termination of their duties by a general meeting of the Bondholders or until
they become incapable of acting or unable to act. Their appointment shall
automatically cease on the date of final or total redemption, prior to maturity
or otherwise, of the Bonds. This appointment will be automatically extended,
where applicable, until the final resolution of any legal proceedings in which
the representatives are involved and the enforcement of any judgments rendered
or settlements made.


Each of these acting representatives of the Masse shall be entitled to a
remuneration of EUR 300 per year, payable by the Company on December 31 of each
year from 2002 to 2006 inclusive, so long as the Bonds remain outstanding on
such date.



			
		(b)	Substitute representatives of the Masse of Bondholders:




			
		—	Jean-Marcel FRANÇOIS, La Thibaudière,
4, rue des Cures — 77400 Thorigny-sur-Marne;
	 
		—	Christian VALLET, 28, avenue Charles
Floquet — 75007 PARIS.



These substitute representatives will, if necessary, replace one or more of the
acting representatives if they are unable to act.


The date on which the appointment of the substitute representative takes effect
shall be the date of receipt of the registered letter by which the remaining
acting representative, the Company or any other interested party, shall have
notified such substitute representative of the inability to act (whether
temporary or permanent) of the relevant acting representative such notification
will also be made, if applicable, in the same way to the Company.


In the event of temporary or permanent replacement, the substitute
representatives shall have the same powers as the acting representatives.


They will only become entitled to the annual remuneration of EUR 300 if they
exercise the duties of an acting representative on a permanent basis. Such
compensation will accrue from the day on which they assume such duties.


The Company will pay the remuneration of the representatives of the Masse and
will bear the costs of calling and holding general meetings of the Bondholders,
publishing their decisions as well as the fees linked to the designation of the
representatives of the Masse according to Article L. 228-50 of the French Code
de Commerce, all the administration and management costs of the Masse and of
the costs of the general meetings of such Masse.



			
		(c)	General



General Bondholders’ meetings shall be held at the registered office of the
Company or such other place as is specified in the call notice of the meeting.


Each Bondholder shall have the right, during the period of 15 days prior to any
general meeting of the Masse, to examine and take copies of, or to cause an
agent to do so on its behalf, at the registered office or administrative
headquarters of the Company or, as the case may be, at such other place as is
specified in the call notice for such meeting, the text of the resolutions to
be proposed and any reports to be presented to the meeting.


In the event that future issues give bondholders identical rights to those of
the Bonds and if the terms and conditions of such future bonds so permit, the
holders of all of such bonds shall be grouped together in a single Masse.


2.3.16 Events of default


The representatives of the Masse may, by joint written notification sent to the
Company, with a copy to the fiscal and paying agent, require that all Bonds be
redeemed at the early redemption price calculated in accordance with paragraph
2.3.7.3 (“Early Redemption at the Option of the Company”) under the following
circumstances:



		
	(a)	In the event the Company fails to make payment of the principal or
interest due in respect of any Bond and the Company does not remedy such
default within a period of 7 business days from such due date;









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	(b)	if the Company fails to perform or observe any of its other obligations
relating to the Bonds and such failure is not remedied within 14 business
days from the date on which written notice of such failure shall have been
given to the Company by the representatives of the Masse;
	 
	(c)	if the Company or any of its Material Subsidiaries is in default for the
payment of indebtedness or guarantee of any indebtedness, for a total
amount equal to or in excess of EUR 50 million, on the date of the stated
maturity of such indebtedness or guarantee or, as the case may be, at the
end of any applicable grace period, save where the Company or such
Material Subsidiary is contesting its payment obligation under such
indebtedness by appropriate proceedings;
	 
	(d)	when any event of default occurs in respect of one or more loans owed by
the Company or any of its Material Subsidiaries in an amount per loan in
excess of EUR 50 million and as result of which such loan or loans are
declared due and payable prior to maturity, at the end of any applicable
grace period;
	 
	(e)	if the Company or any of its Material Subsidiaries applies for the
appointment of a conciliator (conciliateur), applies or is subject to a
règlement amiable pursuant to articles L. 611-1 et seq. of the French Code
de Commerce, is subject to bankruptcy proceedings (redressement
judiciaire), liquidation proceedings (liquidation judiciaire), or the
transfer of the whole of its business (cession totale de l’entreprise), or
any other French legal proceedings that may replace one or more of the
proceedings mentioned herein, ceases to pay its debts as they fall due
(cessation de paiement), or if the Company or any of its Material
Subsidiaries is wound up or dissolved except as a result of a merger,
provided that the new entity assumes the Company’s obligations;
	 
	(f)	if the shares of the Company are no longer admitted to trading on any of
the following regulated markets: the Premier Marché of Euronext Paris
S.A., any other regulated market within the European Union, the New York
Stock Exchange.



For the purposes of this paragraph, “Material Subsidiaries” means (i) Technip
Eurocash G.E.I.E.(1) and (ii) Coflexip, a French société anonyme registered
with the commercial registry of Paris under number B775 729 072.


2.3.17 Public Offers


Under the current legislation, if the Company’s shares are the subject of a
public offer (cash tender offer or exchange tender offer), such offer shall be
extended to all securities giving right to shares or voting rights of the
Company, which therefore includes the Bonds. The offer shall be subject to
prior review by the Conseil des Marchés Financiers, which will decide its
admissibility in view of the terms of the offer and in particular in view of
the valuation of the offer. A Note d’Information with the terms and conditions
of the offer shall also be submitted to the Commission des Opérations de Bourse
for its approval (visa).


2.3.18 Tax Regime for Bonds


Payments of interest and redemption of Bonds shall only be subject to deduction
of withholding taxes and such taxes as the law imposes or may impose on the
holders.


Under the current legislation, the following summary describes the tax
consequences that may be applicable to Bondholders. Individuals or corporate
entities, whether or not resident in France for tax purposes, should
nevertheless consult their usual tax advisers for details of the tax regime
that applies to their particular case.


Payments of interest to Bondholders who are non-residents of France for tax
purposes will be exempt from withholding taxes under the conditions described
in paragraph 2.3.18.2 (“Non-Resident of France for Tax Purposes”).


In addition, non-residents of France for tax purposes shall comply with the tax
laws applicable in the jurisdiction or state in which they are resident.


2.3.18.1 Residents of France for Tax Purposes


 

		
	1.	Individuals Holding Bonds as Part of their Private Assets




			
		(a)	Interest and Redemption Premium




			
	 	Income from the Bonds received by individuals holding the Bonds
as part of their private assets are:
	 
	 	•	either included in the total income, which shall be subject to:








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	 	 	—	income tax calculated on a progressive scale,
	 
	 	 	—	a general social
contribution of 7.5% of which 5.1% is deductible
from the taxable income;
	 
	 	 	—	a social levy of 2%;
	 
	 	 	—	a social debt repayment contribution of 0.5%.




			
	 	•	or, at the taxpayer’s option, subject to
a final withholding tax at the rate of 15%; plus:




				
	 	 	—	a general social contribution of 7.5%;
	 
	 	 	—	a social levy of 2%;
	 
	 	 	—	a social debt repayment contribution of 0.5%.




			
	 	(b)	Capital Gains




		
	 	Pursuant to Article 150-0 A of the Code Général des Impôts
(CGI), capital gains realized by individuals are subject to the
following taxation, from the first euro, where the aggregate
amount of disposals of securities per tax household for the
calendar year exceeds the threshold of EUR 7,650, at a rate of
16% to which is added:




			
	 	•	a general social contribution of 7.5%;
	 
	 	•	a social levy of 2%;
	 
	 	•	a social debt repayment contribution of 0.5%.
	 
	 	 	Capital losses incurred in one year can be set off only against
capital gains of the same type realized in the same year or in
the five following years where, for the year in which capital
losses are incurred, disposals were in excess of EUR 7,650.




			
	 	(c)	Conversion or Exchange of the Bonds into Shares




			
	 	 	See paragraph 2.6.6.1.1. (“Individuals Holding Securities as
Part of their Private Assets”)




			
	 	(d)	Wealth Tax




			
	 	 	The Bonds held by individuals are included in their taxable
assets, as the case may be, subject to wealth tax (impôt de
solidarité sur la fortune).




			
	 	(e)	Duties on Inheritance and Gifts




			
	 	 	Bonds acquired by way of inheritance or gift are subject to
duties on inheritance and gifts applicable under French law.



2. Legal entities subject to corporate tax




			
	 	(a)	Interest and redemption premium




			
	 	 	Interest accrued on Bonds over the fiscal year is included in
the taxable income subject to corporate tax at the rate of
33.33%. In addition, a surcharge equal to 3% of the corporate
tax is levied for the fiscal years from January 1, 2002 and a
social contribution of 3.3% is also applicable. This
contribution is calculated on the amount of corporate tax with
an allowance of EUR 763,000 for each 12-month period.
	 
	 	 	However, with respect to entities that have a turnover of less
than EUR 7,630,000 from January 1, 2002 and whose share
capital is fully paid-up and of which at least 75% is held
continuously by individuals or by an entity meeting all of
these requirements, the corporate tax rate is set up, within
the limit of EUR 38,120 of the taxable income for every twelve
months period, at 25% for the fiscal years beginning in 2001
and 15% for the fiscal years beginning as from January 1, 2002.
These companies are exempt from the 3.3% contribution mentioned
above.









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	 	 	In accordance with Article 238 septies E of the CGI, companies
must include a portion of the redemption premium, which they
record at the time of the subscription or acquisition of the
Bonds, into the taxable results for each of their fiscal years,
each time this premium exceeds 10% of the acquisition price.
	 
	 	 	For the purpose of these provisions, redemption premium means
the difference between the sums potentially received from the
issuer, exclusively of linear interest paid each year, and the
sums paid on subscription or acquisition of the Bonds.
	 
	 	 	However, these provisions do not apply to Bonds whose average
issue price is higher than 90% of the redemption value.
	 
	 	 	The taxable annuity is obtained by applying the annual yield
determined at the date of acquisition to the acquisition price.
This price is increased each year by a portion of the premium
capitalized each year on the date on which the redemption date
falls.
	 
	 	 	The yield is the annual rate which, on the acquisition date,
equals, at that rate and on a compound interest basis, the
current value of the amounts to be paid and the amounts to be
received.




			
	 	(b)	Capital gains




			
	 	 	Dispositions of Bonds gives rise to a gain or loss to be
included in the taxable income.
	 
	 	 	The amount of the gain or loss is equal to the difference
between the disposal price and the subscription or acquisition
price of the Bonds increased, as the case may be, by the
amounts of redemption premium already taxed and not as yet
received and is included in the results subject to corporate
tax at the rate of 33.33% (or within the limit of EUR 38,120
for every twelve month period, at a rate of 25% or 15% for
companies that fulfill the described conditions at 2.3.18.1.2)
(see paragraph (a) above). The surcharge of 3% mentioned above
is to be added and, where applicable, the social contribution
of 3.3% in accordance with the conditions mentioned above.




			
	 	(c)	Conversion and/or Exchange of the Bonds into Shares




			
	 	 	See Paragraph 2.6.6.1.2 (“Legal Entities Subject to Corporate
Tax”).



2.3.18.2 Non-Residents of France for Tax Purposes



(a)      Income Tax (Interest and Redemption Premium)



			
	 	 	Bonds issued by French legal entities and denominated in Euro are
deemed to be made outside of France for the purpose of Article 131
quater of the CGI (Instruction no5 I-11-98 dated September 30, 1998).
As a result, interest on the Bonds that is paid to persons who are
resident for tax purposes, or who have their registered office, outside
the French Republic is exempt from withholding provided in Article
125-A-III of the CGI. Interest on the Bonds is also exempt from the
social contributions.




		
	(b)	Capital gains




			
	 	 	Persons who are not domiciled in France for tax purposes or whose
registered office is located outside France (provided that the
securities are not part of the assets of a permanent establishment
located in France), are not subject to capital gains tax upon
dispositions of securities.



(c)       Conversion or Exchange of the Bonds into Shares



			
	 	 	See Paragraph 2.6.6.2 (“Non-Residents of France for Tax purposes”).



(d)       Wealth Tax



			
	 	 	Wealth tax (impôt de solidarité sur la fortune) does not apply to bonds
issued by French companies and held by individuals residing outside
France within the meaning of Article 4B of CGI.



(e)  Duties on inheritance and gift



			
	 	 	Under French law, securities issued by French companies and acquired by
way of inheritance or gift by an individual not residing in France are
subject to duties on inheritance and gifts. France has entered into
treaties with some countries so as to avoid double taxation for
inheritance and gifts, which allow for persons residing in these
countries, under certain conditions, to be exempted from duties on
inheritance and gifts, or to be granted a tax credit.









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	 	 	It is recommended to potential investors to consult, from today, their
advisors regarding their obligations in respect of duties on
inheritance and gifts for Bonds of the Company that they hold, and the
conditions for being exempted from duties on inheritance and gifts in
accordance with tax treaties entered into with France.



2.4 LISTING AND TRADING


2.4.1 Listing


An application has been made to list the Bonds on the Premier Marché of
Euronext Paris S.A.. Their listing is scheduled for January 30, 2002, the
settlement date of the Bonds under the Sicovam code number 18823 (ISIN code
FR0000188237). No application for listing on any other market has been made.


2.4.2 Restrictions on the Transferability of the Bonds


No restrictions are imposed by the conditions of the issue on the transferability of the Bonds.


2.4.3 Listing of Similar Securities


As of today, the Company has not issued any similar securities.


2.5 GENERAL INFORMATION


2.5.1 Paying Agent


BNP Paribas Securities Services S.A. will centralize the fiscal and paying
agent services of the issue (for the payment of interest, centralizing the
requests for conversion/exchange redemption of Bonds at maturity, etc.).


Administrative services for the Bonds will be performed by BNP Paribas Securities Services S.A.


2.5.2 Jurisdiction


The courts having jurisdiction over disputes in which the Company is the
defendant will be those within the jurisdiction of the Court of Appeals of the
Company’s registered office and, in other cases, will be those designated in
accordance with the nature of the dispute, unless otherwise provided by the
French Code of Civil Procedure (Nouveau Code de Procédure Civile).


2.5.3 Use of Proceeds


This issue is aimed at partially refinancing the Company’s debt. The proceeds
will be used over the coming months toward the partial repayment of tranches
denominated in euros drawn under the financing facility (as amended) used for
the acquisition of Coflexip, entered into on September 28, 2001, for an amount
of EUR 1,265,000,000 (at the date of this prospectus reduced to EUR
1,165,000,000) and USD 70,000,000. This debt has a floating rate.


The issuing of the Bonds will allow the group to substantially reduce its
interest payments and will, therefore, have a positive effect on its cash
position. It will also have a positive effect on the net results of the group
as of 2002, and increase available cash flow and the financial flexibility of
the group. The offer of the Bonds will also allow the Company to broaden its
investor base and extend the maturity of its debt.


2.6 CONVERSION AND/OR EXCHANGE OF BONDS INTO SHARES


2.6.1 Nature of Conversion and/or Exchange Rights


Bondholders shall have the right, at any time from the 40th day following
January 30, 2002, the settlement date of the Bonds, and up to the seventh
business day before the redemption date of the Bonds, to receive, at the option
of the Company, new and/or existing shares of the Company (the
“Conversion/Exchange Right”) which will be paid up or settled by way of set off
against amounts owed under the Bonds, subject to the conditions set out in
paragraph 2.6.7.5 (“Treatment of Fractional Entitlement”).


The Company may at its option deliver new and/or existing shares.


On December 31, 2001, the Company directly and indirectly held 2,468,971 of its
shares, i.e. 9.24% of its share capital.


The Company was authorized to implement a buy-back program in order to
repurchase shares representing up to 10% of its share capital, pursuant to a
decision of the combined general shareholders’ meeting on December 13, 2001.
This authorization is valid for a 18-month period beginning December 13, 2001.
This share buy-back








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program was the subject of a Note d’Information, which received visa no.
01-1317 from the Commission des Opérations de Bourse on November 16, 2001.


2.6.2 Suspension of the Conversion/Exchange Right


In the event of an increase in share capital, an issue of securities conferring
rights to receive shares of the Company, a merger (fusion) or spin-off
(scission) or any other financial transaction conferring preferential
subscription rights or reserving a priority subscription period for the benefit
of existing shareholders of the Company, the Company shall be entitled to
suspend the Conversion/Exchange Right for a period not exceeding three months.
This right does not affect the Conversion/Exchange Right of holders of Bonds
called for redemption nor the exercise period outlined in paragraph 2.6.3
(“Exercise Period and Conversion/Exchange Ratio”).


A notice will be published in the Bulletin des Annonces Légales Obligatoires at
least 15 days prior to the date on which such suspension comes into force to
inform the Bondholders of both the date on which the suspension comes into
force and the date on which the suspension will end. This information will also
be published in a financial paper having a general circulation in France and in
a notice to be issued by Euronext Paris S.A.


2.6.3 Exercise Period and Conversion/Exchange Ratio


The Bondholders may request the conversion and/or exchange of the Bonds for
shares at any time from the 40th day following January 30, 2002, the settlement
date of the Bonds, until the seventh business day preceding the redemption date
at a rate of one TECHNIP-COFLEXIP share per Bond (the “Conversion/Exchange
Ratio”), subject to the adjustments in paragraph 2.6.7.3 (“Adjustment of the
Conversion/Exchange Ratio in the Event of Financial Transactions”).


The Company may deliver, at its option, new and/or existing shares.


With respect to Bonds redeemed upon, or prior to, maturity, the
Conversion/Exchange Right shall expire at the end of the seventh business day
prior to the redemption date.


Any Bondholder who has not exercised his Conversion/Exchange Right prior to
such date will receive the redemption price, determined under the conditions
set out, as the case may be, in paragraph 2.3.7.1 (“Redemption at Maturity”) or
paragraph 2.3.7.3 (“Early Redemption at the Company’s Option”).


2.6.4 Exercise of the Conversion/Exchange Right


To exercise their Conversion/Exchange Right, Bondholders should make their
request to the intermediary with whom their Bonds are registered (inscrits en
compte). BNP Paribas Securities Services S.A. will ensure the co-ordination of
such requests.


Any request for the exercise of the Conversion/Exchange Right received by BNP
Paribas Securities Services S.A. in its capacity as centralizing agent during
any calendar month (an “Exercise Period”) will take effect on the earlier of
the following two dates (an “Exercise Date”):



	(i)	 	the last business day of such calendar month;





	(ii)	 	the seventh business day preceding the date set for redemption.




In respect of Bonds having the same Exercise Date, the Company shall be
entitled, at its option, to choose between:



	•	 	the conversion of Bonds into new shares;
	 
	•	 	the exchange of Bonds for existing shares;
	 
	•	 	the delivery of a combination of new and existing shares.



All Bondholders having the same Exercise Date will be treated equally and will
have their Bonds converted and/or exchanged, as the case may be, in the same
proportion, subject to any rounding adjustments.


Bondholders will receive shares on the seventh stock exchange trading day
following the Exercise Date.


2.6.5 Rights of Bondholders to Payments of Interest on the Bonds and Dividends
with respect to Shares Delivered









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In the event of an exercise of the Conversion/Exchange Right, no interest will
be payable to Bondholders in respect of the period from the last interest
payment date preceding the Exercise Date to the date on which the shares are
delivered.


The rights attached to new shares issued as a result of a conversion of the
Bonds are set out in paragraph 2.7.1.1 (“New Shares to be Issued on
Conversion”) below.


The rights attached to existing shares delivered as a result of an exchange of
the Bonds are set out in paragraph 2.7.1.2 (“Existing Shares Resulting from
Exchange”) below.


2.6.6 Tax Regime on Conversion or Exchange


Under current French legislation, the following tax regime applies:


2.6.6.1 Residents of France for Tax Purposes


2.6.6.1.1 Individuals Holding Securities as Part of their Private Assets


Any capital gain realized upon conversion of the Bonds into new shares, or
exchange of the Bonds against existing shares, benefits, within the limits of
the exchange rate parity, from a tax deferral provided by Article 150-0 B of
the CGI, within the limits of the Conversion/Exchange Ratio.


On a subsequent transfer of shares, the net capital gain, calculated on the
basis of the acquisition price or value of the Bonds, is subject to the capital
gains tax regime on the transfer of securities (see paragraph 2.3.18.1
“Residents of France for tax purposes”).


2.6.6.1.2 Legal Entities Subject to Corporate Tax


1.     Regime Regarding Conversion of Bonds into New Shares


Capital gains made upon the conversion of the bonds into new shares benefit
from the tax deferral mentioned in article 38-7 of the CGI.


On a subsequent transfer of the shares delivered upon conversion, the taxable
result (capital gain or loss) of such transfer is calculated on the basis of
the value for tax purposes that the Bonds were deemed to have had for the
transferor.


Subject to a penalty equal to 5% of the sums deferred, the beneficiary legal
entities that benefit from the tax deferral must satisfy the annual disclosure
requirements provided for by Article 54 septies I and II of the CGI until the
expiration date of such deferral.


2.     Regime Regarding Exchange of Bonds into Existing Shares


The tax deferral regime does not apply to the exchange of Bonds into existing
shares. In this case, any profit or loss resulting from an exchange is subject
to corporate tax under the conditions specified by French law as described in
paragraph 2.3.18.1 (“Residents of France for Tax Purposes”).


The same will apply in the case of an exchange or a delivery of both new and existing shares for a Bond.


2.6.6.2 Non-Residents of France for Tax Purposes


Capital gains realized on the conversion of Bonds into new shares and/or on the
exchange of Bonds into existing shares by persons who are non-residents of
France for tax purposes or whose registered office is located outside France
(without a permanent establishment located in France holding the Bonds as part
of its assets) are not subject to tax in France.


2.6.7 Maintaining of Bondholders’ Rights


2.6.7.1 Issuer’s Obligations


In accordance with French law, the Company undertakes, for as long as any Bonds
are outstanding, not to redeem its share capital or alter the way it allocates
its profits without taking the necessary measures to preserve the Bondholders’
rights who may exercise their Conversion/Exchange Right.


2.6.7.2 Capital Reduction Resulting from Losses


In the event of a reduction of the share capital resulting from losses, whether
by way of reduction in the nominal value or the number of shares, the nominal
value of the shares to be delivered to the Bondholders exercising their
Conversion/Exchange Right will be reduced accordingly, as if such Bondholders
had been shareholders as from the date of issue of the Bonds.








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2.6.7.3 Adjustment of the Conversion/Exchange Ratio in the Event of Financial Transactions


As a result of any one of the following transactions:



	•	 	issue of securities carrying listed preferential subscription rights,
	 
	•	 	increase in share capital by capitalization of reserves, profits or share premiums and
distribution of free shares, or the subdivision or consolidation of shares,
	 
	•	 	capitalization of reserves, profits or share premiums by increasing the nominal value of shares,
	 
	•	 	distribution of reserves or premiums in cash or in securities,
	 
	•	 	free distribution to shareholders of the Company of any financial instrument other than shares in
the Company,
	 
	•	 	takeover, merger, spin-off,
	 
	•	 	repurchase of its own shares at a price higher than the market price,
	 
	•	 	distribution of an exceptional dividend,



which the Company may carry out after the issue of the Bonds, the maintaining
of the rights of Bondholders will be ensured by means of an adjustment of the
Conversion/Exchange Ratio up to the maturity date or early redemption date, in
accordance with the provisions set out below.


In the event of adjustments carried out in accordance with paragraphs 1 to 8
below, the new Conversion/Exchange Ratio will be rounded to the nearest
thousandth (with 0.0005 being rounded upwards, i.e., 0.001). Any subsequent
adjustments will be carried out on the basis of such newly calculated and
rounded Conversion/Exchange Ratio. However, because the Conversion/Exchange
Ratio may only result in the delivery of a whole number of shares, fractional
entitlements will be settled as specified in paragraph 2.6.7.5 (“Treatment of
Fractional Entitlement”).



	1.	 	In the event of a financial transaction conferring listed preferential
subscription rights, the new Conversion/Exchange Ratio of shares will be
determined by multiplying the Conversion/Exchange Ratio in effect prior to
the relevant transaction by the following formula:



Share price ex-subscription right +

price of the subscription right

Share price ex-subscription right



For the purposes of calculating this formula, the prices of the share
ex-subscription right and of the subscription right will be determined on the
basis of the average of the opening prices quoted on Euronext Paris S.A. (or,
in the absence of a listing by Euronext Paris S.A., on any other regulated or
similar market on which the share and subscription right are both listed) on
each stock exchange trading day falling in the subscription period during which
the share ex-subscription right and the subscription right are simultaneously
quoted.



	2.	 	In the event of an increase in share capital by capitalization of
reserves, profits or share premiums and distribution of free shares, or by
the subdivision or consolidation of shares, the new Conversion/Exchange
Ratio will be determined by multiplying the Conversion/Exchange Ratio in
effect prior to the commencement of the relevant transaction by the
following formula:



Number of shares existing after the transaction

Number of shares existing before the transaction




	3.	 	In the event of an increase in share capital by means of a capitalization
of reserves, profits or share premiums effected by increasing the nominal
value of the shares, the Conversion/Exchange Ratio will not be adjusted
but the nominal value of the shares which may be delivered to Bondholders
exercising their Conversion/Exchange Right will be increased accordingly.










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	4.	 	In the event of a distribution of reserves or premiums in the form of
cash or portfolio securities, the new Conversion/Exchange Ratio will be
determined by multiplying the Conversion/Exchange Ratio in effect prior to
the commencement of the relevant transaction by the following formula:



Share price before distribution

Share price before distribution less the cash

amount distributed per share or the value of the

securities distributed in relation to

each share




	 	 	For the purposes of calculating this formula:




	 	•	 	the share price before the distribution will be
calculated on the basis of the average of the opening prices
quoted on Euronext Paris (or, in the absence of a listing by
Euronext Paris S.A., on any other regulated or similar market on
which the shares are listed) for twenty consecutive stock exchange
trading days on which the shares are quoted chosen by the Company
from the forty stock exchange trading days preceding the date of
distribution;
	 
	 	•	 	the value of securities distributed per share will be
calculated as above if the securities are quoted on a regulated or
similar market. If the securities are not quoted on a regulated or
similar market before the date of distribution, such value will be
determined on the basis of the average of the opening prices
quoted on the regulated or similar market for twenty consecutive
stock exchange trading days on which the shares are quoted, chosen
by the Company from the forty stock exchange trading days
following the date of distribution, if the securities are quoted
during the forty stock exchange trading days following their
distribution or, in any other case, as determined by an
independent expert of international repute chosen by the Company.




	5.	In the event of a free distribution of financial instrument(s) other than
shares of the Company, the new Conversion/Exchange Ratio will be
determined as follows:




				
	 	(a)	 	if the right to free distribution of financial
instrument(s) is listed on Euronext Paris S.A., by multiplying the
Conversion/Exchange Ratio in effect prior to the commencement of
the relevant transaction by the following formula:



Price of the share ex-right to the free distribution +

price of the free distribution Right

Price of the share ex-right to the free distribution




				
	 	For the purposes of calculating this formula, the prices of the share
ex-right to the free distribution and of the right to the free
distribution will be determined on the basis of the average of the
opening listed prices quoted on Euronext Paris S.A. (or, in the absence
of a listing by Euronext Paris S.A., on any other regulated or similar
market on which the share and right to the free distribution are both
listed) of the share and the right to the free distribution on the
first ten stock exchange trading days on which the share and the right
to the free distribution are simultaneously listed. In the event that
this calculation were to result from less than five quotations, the
calculation must be validated or made by an independent expert of
international repute chosen by the Company.
	 
	 	(b)	 	if the right to the free distribution of financial
instrument(s) is not listed on Euronext Paris S.A., by multiplying
the Conversion/Exchange Ratio in effect prior to the commencement
of the relevant transaction by the following formula:



Price of the share ex-right to the free distribution +

the value of the financial instrument(s) allotted with respect to each share

Price of the share ex-right to the free distribution




		
	 	For the purposes of calculating this formula, the prices of the shares
ex-right to the free distribution and of financial instrument(s)
attached to each share, if the latter are quoted on a regulated or
similar market, will be determined on the basis of the average of the opening prices quoted on ten consecutive stock exchange trading days
following the date of distribution of such financial instrument(s)
during which the shares and the allotted financial instrument(s) are
simultaneously listed. If the financial instrument(s) are not listed on
a regulated or similar market, their value will be determined by an
independent expert of international repute chosen by the Company.




	6.	In the event that the Company is taken over by another company
(absorption) or is merged with one or more companies forming a new company
(fusion) or is spun-off (scission), the Bonds will be









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	 	convertible and/or exchangeable into shares of the acquiring or new
company or of the beneficiary companies of a spin-off.




		
	 	The new Conversion/Exchange Ratio will be determined by multiplying the
Conversion/Exchange Ratio in effect prior to the commencement of the
relevant transaction by reference to the ratio of exchange of shares in
the Company against the shares of the acquiring or new company or the
beneficiary companies of a spin-off.
	 
	 	These companies will be substituted for the Company for the purpose of
the above provisions aimed at preserving the rights of Bondholders,
where applicable, in the case of financial transactions or transactions
in securities, and, in general, to ensure that the legal, regulatory
and contractual rights of Bondholders are respected.




	7.	In the event of a repurchase by the Company of its own shares at a price
higher than the market price, the new Conversion/Exchange Ratio shall be
determined by multiplying the Conversion/Exchange Ratio in effect before
the commencement of the repurchase by the following ratio, calculated to
the nearest hundredth of a share:



Share price + Pc % x (Repurchase price — Share price)

Share price




		
	 	Where:
	 
	 	“Share price” means the arithmetic average of the opening quoted price
of the Company’s share over 10 consecutive stock exchange trading days
chosen from the 20 stock exchange trading days preceding the repurchase
(or the option to repurchase).
	 
	 	“Pc %” means the percentage of capital repurchased.
	 
	 	“Repurchase price” means the actual price at which the shares are
repurchased (by definition, this will be higher than the market price).




	8.	Exceptional Dividend




		
	 	If the Company pays out an Exceptional Dividend (as defined below), the
new Conversion/Exchange Ratio of shares will be calculated as set out
below.
	 
	 	For the purpose of this paragraph 8, the term “Exceptional Dividend”
means any dividend paid in cash or in kind to shareholders, where the
total amount of such dividend (without taking into account the tax
credit (avoir fiscal)) (the “Relevant Dividend”) and of all other cash
dividends or dividends in kind paid to shareholders during the same
fiscal year of the Company (without taking into account the related tax
credits, if any) (“Previous Dividends”) represents a Ratio of
Distributed Dividends (as defined below) of over 5%.
	 
	 	For purposes of the preceding paragraph, the term “Ratio of Distributed
Dividends” means the sum of the ratios obtained by dividing the
Relevant Dividend and each Previous Dividend by the Company’s market
capitalization on the day preceding the corresponding distribution
date. The market capitalization to be taken into account is equal to
(x) the closing price of the Company’s shares on Euronext Paris S.A. on
the day preceding the date of distribution of the Relevant Dividend or
of each Previous Dividend multiplied by (y) the respective number of
shares of the Company existing on each of such dates. Any dividends or
fractions of dividends leading to an adjustment of the
Conversion/Exchange Ratio of the shares by virtue of paragraphs 1 to 7
above is not taken into account for the purpose of this provision. The
formula to calculate the new Conversion/Exchange Ratio of the shares in
the event of payment of an Exceptional Dividend is as follows:
	 
	 	NRA = RA x (1 + RDD — 3%)where:




	 	•	 	“NRA” means the new Conversion/Exchange Ratio;
	 
	 	•	 	“RA” means the last Conversion/Exchange Ratio in effect
before the distribution of the Relevant Dividend; and
	 
	 	•	 	“RDD” means the Ratio of Distributed Dividends as defined
above.




		
	 	Any dividend (as the case may be, reduced by any fraction of the
dividend giving rise to a new Conversion/Exchange Ratio under
paragraphs 1 to 7 above) paid between the payment date of a









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	 	Relevant Dividend and the end of the same fiscal year of the Company
(the “Additional Dividend”) will give rise to a new adjustment
according to the following formula:
	 
	 	NRA = NRA x (1 + RDS).
	 
	 	“RDS” is the ratio obtained by dividing the Additional Dividend (where
applicable, reduced of any fraction of the dividend, which results in a
new Conversion/Exchange Ratio in accordance with paragraphs 1 to 7
above), without considering the tax credit, by the market
capitalization of the Company, equal to the product of (x) the closing
price of the Company’s shares on Euronext Paris S.A. on the day
preceding the date of distribution of the Additional Dividend and (y)
the number of shares of the Company existing on such date.



In the event that the Company carries out transactions in respect of which an
adjustment under paragraphs 1 to 8 above has not been carried out, and where
later French law or regulations would require an adjustment, the Company will
carry out such adjustment in accordance with the applicable laws and
regulations and relevant market practice in effect in France at such time.


The Company’s Management Board shall report on the components of the
calculation and on the results of any adjustment in the annual report following
any such adjustment.


2.6.7.4   Publication of Information in the Event of an Adjustment


In the event of an adjustment, Bondholders will be notified of the new
Conversion/Exchange Ratio by a notice published in the Bulletin des Annonces
Légales Obligatoires, in a financial paper having a general circulation in
France and in a notice to be issued by Euronext Paris S.A.


2.6.7.5   Treatment of Fractional Entitlement


Each Bondholder exercising its Conversion/Exchange Right under the Bonds may
receive the number of TECHNIP-COFLEXIP shares calculated by multiplying the
total number of Bonds presented on any one day by the Conversion/Exchange Ratio
in effect on such day.


If the number of shares thus calculated is not a whole number, the Bondholder may request the delivery of:



	•	 	either the nearest whole number of shares immediately less than its
entitlement; in which case the Bondholder will receive a cash payment
equal to the value of such fractional share, calculated on the basis of
the opening share price quoted on Euronext Paris S.A. on the last stock
exchange trading day of the Exercise Period during which the
TECHNIP-COFLEXIP shares were quoted;
	 
	•	 	or the nearest whole number of shares immediately greater than its
entitlement, provided that, in such case, such Bondholder pays to the
Company an amount equal to the value of the additional fraction of the
share requested, calculated on the basis set out in the preceding
paragraph.



2.6.8   Notice to Bondholders


In the event of a transaction carrying preferential subscription rights for the
shareholders, the Bondholders will be notified prior to the commencement of
such transaction by a notice published in the Bulletin des Annonces Légales
Obligatoires, in a financial paper having a general circulation in France and
in a notice to be issued by Euronext Paris S.A.


2.6.9 Effect of Conversion and/or Exchange on Existing Shareholders


The information provided below, together with the terms and conditions of the
transaction, will be included in the additional report (rapport complémentaire)
prepared in accordance with Articles 155-2 and 155-3 of the French decree of
March 23, 1967. This additional report, together with the additional report of
the statutory auditors, will be made available to shareholders at the
registered office of the Company during the periods required by French Law and
will be brought to their attention at the next general shareholders’ meeting.


For information purposes, on the assumption that all the Bonds issued are
converted into new TECHNIP-COFLEXIP shares, the effect of such issue and
conversion would be as follows:



	1.	 	Effect on the holding of a shareholder with a 1% interest in the
Company’s share capital prior to the issue and who does not subscribe for
the Bonds (such calculation being made on the basis of the number of
shares making up the share capital as at December 31, 2001), would be as
follows:









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	 	 	Holding
(%)
	 	 	

	Before the issue of the Bonds
	 	 	1	 
	After the issue and conversion of 4,058,824 Bonds
	 	 	0.87	 
	After the issue and conversion of 4,667,647 Bonds (in the case
the maximum number of Bonds is issued)
	 	 	0.85	 




	2.	 	Effect of this issue and conversion of all the Bonds on the portion of
the consolidated shareholders’ equity on June 30, 2001 for the holder of a
TECHNIP-COFLEXIP share who does not subscribe to this issue:




	 	 	 	 	 
	 	 	Portion of the
	 	 	consolidated
	 	 	shareholders' equity
	 	 	

	Before the issue of the Bonds
	 	EUR 29.46
	After the issue and conversion of 4,058,824 Bonds
	 	EUR 48.00
	After the issue and conversion of 4,667,647 Bonds (in the case where
the maximum number of Bonds were issued)
	 	EUR 50.37



In the event that all of the Bonds are exchanged for existing shares, the
position of existing shareholders of the Company will not be affected.



	2.7	  SHARES DELIVERED UPON EXERCISE OF THE CONVERSION/EXCHANGE RIGHT

	 
	2.7.1	  Rights attached to the Shares to be Delivered

	 
	2.7.1.1	  New Shares to be Issued on Conversion








Shares issued upon conversion of the Bonds shall be subject to all provisions
of the Company’s articles of association (statuts) and will carry full rights
as of the first day of the fiscal year in which the Exercise Date takes place,
so that they will give right to all dividends due for the fiscal year in which
the conversion takes place. Such shares will give holders the right, in respect
of such fiscal year and the following fiscal years, to the same dividend (on
the basis of the same nominal value) as that paid in respect of other shares
with equivalent dividend rights. As a result, they will be fully assimilated to
such shares from the date of payment of the dividend relating to the preceding
fiscal year, or if none were distributed, following the annual general meeting
called to approve the accounts of that fiscal year.




	2.7.1.2	  Existing Shares Resulting from Exchange





Shares delivered upon exchange of the Bonds shall be existing ordinary shares
carrying full rights as from the delivery date, so that they will give right to
all the dividends paid from the date of delivery of such shares to their
holders. They will carry, as from their delivery date, all the rights attached
to the shares, provided that in the case where the shares go ex-dividend
between the Exercise Date and the delivery date, Bondholders shall not be
entitled to the dividend nor to any compensation therefor.


2.7.1.3  General Provisions


In addition to the voting right given by law, each new or existing share gives
right to an interest in the Company’s assets, profits and liquidation surplus,
in proportion to the portion of the share capital represented by such share,
taking account of whether any share capital has been redeemed or not, whether
the shares have been fully paid up or not, the nominal amount of shares and the
right attached to shares of different categories and the nominal value of the
existing shares.


Each ordinary share gives the right to one vote at the Company’s general
shareholders’ meetings. However, a double voting right is attached to all
shares that are fully paid-up and in respect of which the same shareholder has
been identified as holding shares in registered form (inscrit en compte
nominatif) for at least two years continuously. The right to double voting will
be conferred to the registered shares, once they are issued, that are freely
distributed to a shareholder holding existing shares conferring such right.
Registered shares benefiting from a right to double vote converted into bearer
shares for any reason will lose such right to double voting.


Such shares are also subject to the provisions of the by-laws (statuts).








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Dividends which have not been claimed five years after their payment are
statute barred and become the property of the French State.



	2.7.2	 	Transferability of the Shares






No provision in the by-laws (statuts) limits
the transferability of the shares.



	2.7.3	 	Nature and Form of the Shares






The shares shall be either in registered or bearer form at the option of the
shareholder.


Whatever their form, the shares are required to be registered in accounts
(inscrites en compte) maintained by the Company or its agent and/or an
authorized intermediary. The rights of each holder will thus be represented by
an entry of its name in an account maintained by BNP Paribas Securities
Services S.A., in the case of fully registered shares; by the intermediary of
the holder’s choice and BNP Paribas Securities Services S.A., in the case of
administered registered shares; or by the intermediary of the holder’s choice,
in the case of bearer shares.



	2.7.4	 	Taxation of Allotted Shares





Under the current state of legislation, the following provisions summarize the
tax consequences that may apply to investors under the current legislation.
Individuals and corporate entities should nevertheless consult their usual tax
advisers for details of the tax regime that applies to their particular case.


Non-residents of France for tax purposes shall comply with the tax laws
applicable in the jurisdiction or State in which they are resident.


2.7.4.1  Residents of France for Tax Purposes


1.           Individuals Holding French Shares as Part of their Private Assets



		
	(a)	Dividends



Dividends paid by French companies, including a tax credit of 50%, are taken
into account for the calculation of total income of the taxpayer in the
category of income from securities. Dividends currently benefit from an annual
allowance of EUR 2,440 for married couples subject to joint taxation and for
other couples subject to joint taxation with effect from the income assessment
in respect of the year in which the third anniversary of the registration of a
union agreement (pacte civil de solidarité), defined in Article 515-1 of the
French Civil Code, takes place, and EUR 1,220 for single persons, widows or
widowers, divorcees or married persons subject to separate taxation. However,
such allowance does not apply to taxpayers subject to the marginal rate of
income tax.


Dividends, as well as related tax credits, are included in the aggregate income
subject to income tax on a progressive scale, to which is added without any
allowance:



	•	 	a general social contribution of 7.5%, of which 5.1% is deductible from taxable income;
	 
	•	 	a social levy of 2%;
	 
	•	 	a social debt repayment contribution of 0.5%.



The tax credit attached to dividends is deductible from the total amount of
income tax payable or subject to reimbursement if it exceeds the amount of
income tax.



		
	(b)	Capital Gains



Capital gains realized by individuals will be subject to the income tax, from
the first euro, where the aggregate amount of dispositions of securities per
tax household for the calendar year exceeds the threshold of EUR 7,650 per year
at the rate of 16% plus:



	•	 	a general social contribution of 7.5%;
	 
	•	 	a social levy of 2%;
	 
	•	 	a social debt repayment contribution of 0.5%.









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Capital losses incurred in one year can only be set off against capital gains
of the same type realized in the calendar year of the dispositions or in the
five following years where dispositions were in excess of EUR 7,650.



		
	(c)	Special regime for share saving plans



Shares issued by French companies are eligible to be held as assets in a share
savings plan (Plan d’épargne en Actions), established by French Law no. 92-666
of July 16, 1992.


Subject to certain conditions, the dividends received and the capital gains
realized are exempt from income tax, but are still subject to the general
social contribution, the social levy, and the social debt repayment
contribution.


The table below summarizes the different taxes applicable on January 1, 2001
depending on the term of the share savings plan:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	General	 	Social debt	 	 	 	 	 	 	 
	 	 	Social	 	social	 	repayment	 	Income	 	Total
	Term of the share savings plan	 	levy	 	contribution	 	contribution	 	tax	 	 	 
	
	 	
	 	
	 	
	 	
	 	

	Less than 2 years
	 	 	2.0	%	 	 	7.5	%	 	 	0.5	%	 	 	22.5	%	 	32.5	%(1)
	Between 2 and 5 years
	 	 	2.0	%	 	 	7.5	%	 	 	0.5	%	 	 	16.0	%	 	26.0	%(1)
	More than 5 years
	 	 	2.0	%	 	 	7.5	%	 	 	0.5	%	 	 	0.0	%	 	10.0	%




		
	(1)	Over the whole amount where the threshold for disposals has been exceeded.
	 
	(d)	Wealth Tax



The shares held by individuals are included in their taxable assets, and, where
applicable, are subject to wealth tax (Impôt de solidarité sur la fortune).


(e)        Duties on inheritance and gifts


The shares acquired through inheritance or gifts are subject to the French
rules applicable to duties on inheritance and gifts.


2.          Legal entities subject to corporate tax


(a)        Dividends


Dividends received, are included, together with a tax credit, in total taxable
income, which is taxed at the rate of 33.33%. In addition, a surcharge equal to
3% of the corporate tax is levied for the fiscal years ending as from January
1, 2002, and a social contribution of 3.3% is also applicable. This
contribution is calculated on the amount of corporate tax, with an allowance of
EUR 763,000 for every 12-month period.


However, with respect to entities with a turnover of less than EUR 7,630,000 as
from 2002 and whose share capital is fully paid-up, of which 75% is held
continuously by individuals or by an entity meeting all of these requirements
during the relevant fiscal year, the rate of the corporate tax is set, with a
limit of EUR 38,120, of the taxable income for a twelve months period, at 25%
for the fiscal years opened in 2001 and 15% for the fiscal years opened as from
January 1, 2002. Furthermore, these entities are exempt from the social
contribution of 3.3% aforementioned.


The tax credit may be charged against the corporate tax but without being
carried forward or refunded in case of excess of the tax credit. The rate is
set at 15% for the tax credits used as from January 1, 2002.


However, dividends (together with tax credit) received by entities holding at
least 5% of the share capital of the distributing company may be exempt except
for a proportion of expenses and fees of 5% of the gross dividends, tax credit
included, and limited to the total amount of the expenses and fees of any kind
incurred by the company during the taxable period, under the provisions of the
parent company tax regime provided for in articles 145 and 216 of the CGI,
provided that an option has been made. In that case, the tax credit, equal to
50% of the sums received, shall not be offset against the corporate tax for the
fiscal year during which such distribution was made since dividends will not be
included in the taxable income. However, such tax credit may be offset against
the equalization tax (précompte) payable with respect to the redistribution of
such dividends within five years.


If the company pays an equalization tax (précompte) in respect to the
distribution of dividends, legal entities that are shareholders of the company
and are entitled to the tax credit at the rate of 15%, are granted, in
addition, a right to an additional tax credit equal to 70% of the equalization
tax (précompte) effectively paid. Such provision does not apply to the
equalization tax (précompte) against which tax credit has been offset. It shall
be noted that any equalization tax (précompte) due by reason of a distribution
paid out from the long-term capital gains reserve is excluded from such
provision.









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(b)  Capital gains


The disposal of shares are subject to corporate tax at the rate of 33.33% (or
where applicable, at the rate of 25% or 15% with a limit of EUR 38,120 for a
twelve month period for the companies meeting the requirements set forth in
2.7.4.1 2 (a) above). In addition, such dispositions are subject to a
contribution equal to 3% as mentioned above, and where applicable, a social
contribution of 3.3% according to the above conditions.


However, capital gains arising from the disposal of equity participations are
eligible for the long-term capital gains regime provided that they have been
held for at least two years at the time of their disposal and a special reserve
of long-term capital gains is booked, and are taxable at the rate of 19% (or,
where applicable, at the rate of 15% with a limit of EUR 38,120 for a twelve
month period for the company meeting the requirements set forth at 2.7.4.1 2
(a) above, for capital gains during fiscal years opened as from January 1,
2002). In addition, such capital gains are subject to a contribution equal to
3% as mentioned above, and where applicable, a social contribution of 3.3%
according to the above conditions.


Shares in companies which are accounted for as equity participations, and
subject to certain conditions, shares purchased pursuant to a public cash
tender offer or exchange offer and shares which benefit from the parent company
tax regime as well as shares whose acquisition price is at least equal to EUR
22,800,000 are considered to be equity participations.


Long-term capital losses resulting from transfers may be charged against
similar capital gains of the fiscal year or the next ten fiscal years.


2.7.4.2 Non-Residents of France for Tax Purposes


(a)  Dividends


Dividends distributed by companies having a registered office in France are
subject to a withholding tax of 25% when the tax domicile or registered office
of the beneficiary is outside France.


Under certain conditions, under the applicable international tax treaties or
pursuant to Article 119 ter of the CGI, this withholding tax may be reduced or
even eliminated and the tax credit (avoir fiscal) may be transferred pursuant
to said treaties.


As an exception, dividends from a French source paid to persons who do not have
a tax domicile or registered office in France and giving right to transfer the
tax credit pursuant to a tax treaty for the avoidance of double taxation shall
only be subject to withholding tax at the reduced rate provided for in the
treaty; provided notably that the relevant persons prove, before the date of
payment of the dividends, that they are not residents of France for tax
purposes within the meaning of the relevant treaty (instruction no 4-J-1-94 of
May 13, 1994).


(b)  Capital gains


Capital gains arising from the disposal of shares by individuals or corporate
entities who are not residents of France for tax purposes or whose registered
office is located outside France (and not having a permanent establishment or
fixed base in France as part of whose assets the shares are recorded) and which
have not held at any time directly or indirectly, alone or together with the
members of their family, more than 25% of the profits of the company during the
five years preceding the disposal, are not subject to French tax.


(c)  Wealth Tax


Usually, the wealth tax (impôt de solidarité sur la fortune) does not apply to
the company’s shares which are held by individuals domiciled outside of France,
within the meaning of Article 4B of the CGI, and who directly or indirectly
hold less than 10% of the share capital of the Company.


(d)  Duties on Inheritance and Gifts


Under French law, securities issued by French companies and acquired by way of
inheritance or gift by an individual not residing in France, are subject to
duties on inheritance and gifts. France has entered into treaties with some
countries so as to avoid double taxations for inheritance and gifts, which
allow for persons residing in these countries, under certain conditions, to be
exempted from duties on inheritance and gifts, or to be granted a tax credit.


It is recommended to potential investors to consult, from today, their advisors
regarding their obligations in respect of duties on inheritance and gifts for
their interest in the Company, and the conditions for being exempted from
duties on inheritance and gifts in accordance with tax treaties entered into
with France.


2.7.5 Listing of New Shares








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Application will be made periodically to list any new shares issued as a result
of conversion on the Premier Marché of Euronext Paris S.A. Existing shares that
have been exchanged shall be immediately tradable.


2.7.5.1 Assimilation of New Shares


Application shall be made to list the new shares resulting from conversion for
trading on the Premier Marché of Euronext Paris based on the date from which
they carry full dividend rights either directly on the same line with the
existing shares or, initially, on a second line. The TECHNIP-COFLEXIP shares
are quoted on the Premier Marché of Euronext Paris S.A. (Code Sicovam: 13170).


The shares of the Company are admitted to the Deferred Settlement System
(Système de Règlement Différé (SRD)).


Since October 1, 2001, the Company’s shares included in the Euronext Index 100.


2.7.5.2 Other Markets and Places of Listing


The shares of the Company have also been listed on the New York Stock Exchange
(NYSE) in the United States in the form of American Depositary Shares since
October 19, 2001.


2.7.5.3 Volume of transactions and movements in share price and ADR


The tables in paragraph 3.2.8 hereinafter (“Volume of transactions and the
evolution of shares price and ADRs”) and changes in the market prices of
shares”) indicate the evolution of the market prices and transaction volume of
the TECHNIP-COFLEXIP shares on the Premier Marché since July 2000 and American
Depositary Receipt (ADR) on the NYSE since October 19, 2001.










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CHAPTER III



GENERAL INFORMATION ABOUT THE COMPANY AND ITS SHARE CAPITAL



The information presented in this chapter can also be found in the initial
prospectus (“note d’information initiale”) prepared by the Company for the
public exchange offer for Coflexip shares with a cash election up to a minimum
of 5,000,000 Coflexip shares, approved by the Commission des Opérations de
Bourse on July 19, 2001, under visa number 01-982 and for the initial
prospectus (“note d’information en surenchère”) prepared for the offering on
revised terms, approved by the Commission des Opérations de Bourse on August 7,
2001, under visa number 01-1028, and in the initial prospectus (“note
d’information initiale”) prepared by the Company and Isis for the public
exchange offer initiated by the Company for Isis shares, approved by the
Commission des Opérations de Bourse on July 19, 2001, under visa number 01-981,
and for the initial prospectus (“note d’information en surenchère”) prepared
for the offering on revised terms, approved by the Commission des Opérations de
Bourse on August 7, 2001, under visa number 01-1027. This information is
accurate at the date of this final prospectus, subject to any significant
information below.


3.1 GENERAL INFORMATION ABOUT THE COMPANY


3.1.1 Corporate name


It is recalled that the Shareholders’ Meeting of August 24, 2001 granted the
Chairman of the Board of Directors full authority to change the corporate name
to “TECHNIP-COFLEXIP”, subject to the successful conclusion of the public
exchange offer initiated by the Company for Coflexip shares. Pursuant to this
authorization and following the success of the public exchange offer, the
Chairman changed the corporate name to “TECHNIP-COFLEXIP” on October 11, 2001.


3.1.2 Corporate form and applicable laws


As part of the public exchange offer launched on Isis and the public exchange
offer with a cash election launched on Coflexip on July 3, 2001, the Company
announced that a Shareholders’ Meeting would be convened at the conclusion of
the offers (October 11, 2001) to change the form of organization and management
of the Company to that of a Management Board and a Supervisory Board, and to
modify the Company’s articles of association accordingly.


The mixed Shareholders’ Meeting that was convened on December 13, 2001 changed
the form of organization and management of the Company by adopting a Management
Board and a Supervisory Board, governed by the provisions of Book II of the
Commercial Code and Decree no 67-236 of March 23, 1967.


Following the creation of the Supervisory Board and the Management Board, this
same Shareholders’ Meeting also decided to completely revise the Company’s
articles of association, in particular to acknowledge the relevant legal
provisions and regulations relating to the new form of organization and
management, broaden the Company’s purpose in order to incorporate Coflexip’s
current activities and lower the crossing of thresholds indicated in the
articles of association.


3.1.3 Corporate purpose (Article 3 of the by-laws)


The Company has the following purpose in all countries:



	•	 	All research, engineering services, and construction of complex industrial sites, in particular
for hydrocarbons, as well as all fields of industry, notably chemicals and life sciences.
	 
	•	 	The conception, manufacturing, purchase, sale, construction, assembly and installation of
materials, products, equipment and systems intended for said installations, in particular fixed or
floating platforms and pipelines for the development of oil fields at sea.
	 
	•	 	The provision of all services related to these products, equipment and installations.
	 
	•	 	The development and implementation of all processes and products for practical use in industry
of the results of research carried out by the Company or by any other individual or entity.
	 
	•	 	The registration, acquisition, obtention, direct or indirect use, sale or purchase of all
brands, processes, patents, and licences for the use of a patent.









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	•	 	The direct or indirect participation by the Company in all operations of the said type, either
by way of formation of companies, contributions to existing companies, mergers with them, transfer
to companies of all or part of its assets or rights in real and personal property, subscriptions,
purchases and sales of securities and corporate interests, partnerships, advances, loans or
otherwise.
	 
	•	 	The investment by all means and in any form, in companies or industrial, commercial, financial
and real property enterprises, whether French of foreign, regardless of legal from or organization
and, where necessary, the disposal of these investments.
	 
	•	 	Generally all transactions of a commercial, financial, industrial or civil nature or in real or
personal property, related directly or indirectly to any of the purposes listed above and to any
similar or related purposes, both on its own behalf or on behalf of third parties, and more
generally all transactions facilitating or related to the realization of these purposes.



3.1.4 General Shareholders’ Meetings (Article 29 of the by-laws)


The General Shareholders’ Meetings shall comprise all the shareholders with
rights to attend. The General Shareholders’ Meetings shall represent all the
shareholders.


General Shareholders’ Meetings shall be convened and shall pass resolutions in
accordance with the conditions set out in Book II of the Commercial Code and
Decree no 67-236 of March 23, 1967.


General Shareholders’ Meetings shall meet at the registered office or at any
other place specified in the notice convening the meeting.


General Shareholders’ Meetings shall be chaired by the Chairman of the
Supervisory Board or, in his absence, the Vice-Chairman of the Supervisory
Board.


All shareholders have the right, upon evidence of identity, to participate in
General Shareholders’ Meetings by attending in person, by returning a mail
voting form or by appointing a proxy, provided that:



	•	 	in the case of holders of registered shares (actions nominatives), the
registration has been entered in the Company’s registers,
	 
	•	 	in the case of holders of bearer shares (actions au porteur), a
certificate issued by an authorized intermediary recording the fact
that their shares registered in the account are tied up until the date
of the General Shareholders’ Meeting, has been filed at the place
indicated in the notice convening the meeting.



Any legal entity shareholder may participate in the General Shareholders’
Meetings through its legal representatives or by any other person appointed by
it for this purpose.


Ordinary and Extraordinary General Shareholders’ Meetings shall exercise the
powers granted them by law in accordance with their legal respective freely
between its members quorum and majority requirements.


The shareholders may, subject to the conditions set forth under the applicable
laws and regulations, send their proxy and mail voting forms for any General
Shareholders’ Meetings either on paper or by teletransmission.


3.1.5 Double voting rights (Article 30 the of by-laws)


Since November 24, 1995, double voting rights, taking into account the fraction
of the share capital that they represent, have been attributed to all fully
paid-up shares which can be proved to have been registered in the name of the
same shareholder for at least two years.


In the event of an increase of share capital by capitalization of reserves,
profits or issue premiums, double voting rights shall also be granted as from
the time of their issue to registered shares granted free of charge to a
shareholder in respect of existing shares, entitling such shareholder to the
benefit of the said right.


Registered shares benefiting from double voting rights that are converted into
bearer form for any reason whatsoever shall lose such double voting rights.


3.1.6 Crossing of thresholds (Article 12 of the by-laws)


Any shareholder acting alone or in a group (en concert), in addition to the
thresholds referred to in Article L.233-7 of the French Commercial Code, who
comes to hold or ceases to hold, directly or indirectly, 1% of the Company’s
share capital or voting rights, or a multiple of said percentage less than or
equal to 33%, shall notify








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the Company within five trading days of having crossed any one of these
thresholds, by registered letter with return receipt requested, of the
aggregate number of shares, voting rights or securities giving right to the
Company’s share capital, which it holds, directly or indirectly, alone or in a
group (en concert).


Any failure to comply with the notification of the crossing of a statutory
threshold shall give rise to forfeiture of those voting rights exceeding the
fraction that was required to have been declared pursuant to the provisions
detailed above, for all General Shareholders’ Meetings that may be held during
a period of two years following the curing of notice, at the request of one or
more shareholders, together holding at least 1% of the Company’s share capital
or voting rights, such request being recorded in the minutes of the General
Shareholders’ Meetings.


3.2 INFORMATION RELATING TO THE COMPANY’S SHARE CAPITAL


3.2.1 Share capital


As of December 31, 2001, the Company’s share capital was 81,476,016.40 euros,
equivalent to 26,713,448 shares and the number of voting rights was 27,003,257.


As of December 31, 2001, to the Company’s knowledge, its share capital and
voting rights were distributed as follows:



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Number of
shares	 	% of
capital	 	% voting
rights
	 	 	
	 	
	 	

	IFP
	 	 	2,102,806	 	 	 	7.87	 	 	 	7.79	 
	Gaz de France
	 	 	1,698,114	 	 	 	6.36	 	 	 	12.58	 
	Groupe TotalFinaElf
	 	 	1,250,100	 	 	 	4.68	 	 	 	8.34	 
	Treasury stock(1)
	 	 	2,468,971	 	 	 	9.24	 	 	 	0.00	 
	Employees
	 	 	669,239	 	 	 	2.51	 	 	 	2.61	 
	Public
	 	 	18,524,218	 	 	 	69.34	 	 	 	68.68	 
	Total
	 	 	26,713,448	 	 	 	100	 	 	 	100	 



(1)       The treasury stock includes 1,845,376 Technip-Coflexip shares held by ISIS,
of which Technip-Coflexip holds 99.05% of the share capital.
To the Company’s knowledge, no shareholder, apart from those mentioned in the
chart, owns more than 5% of the Company’s share capital.







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3.2.2 Evolution of the share capital as of December 31, 2001




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Date of	 	 	 	Number of shares	 	Nominal amount of capital	 	Total issue	 	 	Successive	 	Cumulated number	 	 	Nominal value
	transaction	 	Transaction	issued/cancelled	increase/decrease	premium	 	capital amounts	 	of shares	 	 	of shares
	
	 	
	 	
	 	
	 	
	 	 	
	 	
	 	 	

	2/13/95	 	
Exercise of options on 12/8/94
	 	 	22,250
	 	 	445,000 FF	 	—
	 	 	 	314,344,100 FF
	 	 	15,717,205
	 	 	20 FF
	2/8/96	 	
Recent exercise of options from 1990 and 1993 plans	 	 	160,500
	 	 	3,210,000 FF
	 	—	 	 	 	317,554,100 FF
	 	 	15,877,705
	 	 	20 FF
	4/30/96	 	
Recent exercise of options from 1993 plans	 	 	10,500
	 	 	210,000 FF
	 	—
	 	 	 	317,764,100 FF
	 	 	15,888,205
	 	 	20 FF
	7/5/96	 	
Increase of capital reserved for employees	 	 	131,534
	 	 	2,630,680 FF
	 	44,953,060 FF
	 	 	 	320,394,780 FF
	 	 	16,019,739
	 	 	20 FF
	2/13/97	 	Recent exercise of options from 1993 plan
	 	 	250,585
	 	 	5,011,700 FF
	 	 	 	 	 	325,406,480 FF
	 	 	16,270,324
	 	 	20 FF
	6/30/97	 	
Increase in capital reserved for employees	 	 	115,665
	 	 	2,313,300 FF
	 	53,057,849 FF
	 	 	 	327,719,780 FF
	 	 	16,385,989
	 	 	20 FF
	2/12/98	 	
Recent exercise of options from 1993, 1994 and 1995
plans
	 	 	146,560
	 	 	2,931,200 FF
	 	—
	 	 	 	330,650,980 FF
	 	 	16,532,549
	 	 	20 FF
	7/24/98	 	
Increase in capital reserved for employees
	 	 	93,136
	 	 	1,862,720 FF
	 	53,143,402 FF
	 	 	 	332,513,700 FF
	 	 	16,625,685
	 	 	20 FF
	12/31/98	 	
Capital reduction (cancellation of shares after
exercise of options on 1998 plan)
	 	 	977,876
	 	 	19,557,520 FF
	 	—
	 	 	 	312,956,180 FF
	 	 	15,647,809
	 	 	20 FF
	12/31/98	 	
Recent exercise of options from 1994, 1995 and 1996
plans
	 	 	87,150
	 	 	1,743,000 FF
	 	—
	 	 	 	314,699,180 FF
	 	 	15,734,959
	 	 	20 FF
	2/15/99	 	
Recent exercise of options from 1994, 1995 and 1996
plans
	 	 	41,040
	 	 	820,800 FF
	 	—
	 	 	 	315,519,980 FF
	 	 	15,775,999
	 	 	20 FF
	6/15/99	 	Increase in capital reserved for employees
	 	 	96,675
	 	 	1,933,500 FF
	 	39,805,931 FF
	 	 	 	317,453,480 FF
	 	 	15,872,674
	 	 	20 FF
	12/17/99	 	
Recent exercise of options
	 	 	82,550
	 	 	1,651,000 FF
	 	—
	 	 	 	319,104,480 FF
	 	 	15,955,224
	 	 	20 FF
	12/17/99	 	
Capital reduction (cancellation of shares after
exercise of shares on 1998 plan)
	 	 	238,277
	 	 	4,765,540 FF
	 	—
	 	 	 	314,338,940 FF
	 	 	15,716,947
	 	 	20 FF
	2/10/00	 	
Recent exercise of options from 1995, 1996 and 1997
plans
	 	 	41,590
	 	 	831,800 FF
	 	—
	 	 	 	315,170,740 FF
	 	 	15,758,537
	 	 	20 FF
	9/1/00	 	
Increase in capital reserved for employees
	 	 	126,928
	 	 	2,538,560 FF
	 	81,503,388 FF
	 	 	 	317,709,300 FF
	 	 	15,885,465
	 	 	20 FF
	2/8/01	 	
Recent exercise of options from 1995, 1996 and 1997
	 	 	143,840
	 	 	2,876,800 FF
	 	—
	 	 	 	320,586,100 FF
	 	 	16,029,305
	 	 	20 FF
	4/27/01	 	
Conversion of capital into euros, by withdrawal from
optional reserves
	 	 	
	 	 	 	 	—
	 	 	 	48,889,380 [e]
	 	 	16,029,305
	 	 	3.05 [e]
	5/31/01	 	
Exercise of options from 1996-1997 plans
	 	 	22,400
	 	 	68,320 [e]
	 	—
	 	 	 	48,957,700.25 [e]
	 	 	16,051,705
	 	 	3.05 [e]
	10/11/01	 	
Exercise of options from 1996-1997 plans
	 	 	38,200
	 	 	116,510 [e]
	 	—
	 	 	 	49,074,210.25 [e]
	 	 	16,089,905
	 	 	3.05 [e]
	10/11/01	 	
Capital increase for payment to tenderers of Isis
and Coflexip shares in the public exchange offer
	 	 	10,565,723
	 	 	32,225,455.15 [e]
	 	1,531,395,891.62 [e]			 	81,299,665.40 [e]
	 	 	26,655,628
	 	 	3.05 [e]
	12/31/01	 	
Exercise of options
	 	 	57,820
	 	 	176,351 [e]
	 	—
	 	 	 	81,476,016.40 [e]
	 	 	26,713,448
	 	 	3.05 [e]














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3.2.3 Non-issued authorized share capital, undertakings to increase capital on
December 31, 2001


The Shareholders’ Meeting of August 24, 2001 has granted to the Board of
Directors or, where applicable, to the Management Board:



	•	 	for a period of 26 months from the date of this Meeting, the
authorization to increase the share capital of the Company by way of
successive or simultaneous issue, on one or several occasions by a
maximum nominal amount of 60,000,000 euros, of shares or any other
securities giving immediate or future access to a part of the
capital of the Company for the purpose of remunerating the
securities contributed to one or several public exchange offers made
by the Company for shares of another company or several companies,
the shares of which are listed on a regulated market in a State
party to the European Economic Area agreement or member of the
Organization for Economic Cooperation and Development,
	 
	•	 	for a period of 26 months from the date of the Meeting, the
authorization to increase the share capital, on one or several
occasions by a maximum nominal amount of 24,000,000 euros, by the
issue with preferential subscription rights of shares or any other
securities giving immediate or future access to shares of the
Company. It is specified that the maximum nominal amount of the
capital increases mentioned in this paragraph, the preceding and
following paragraphs, may not exceed 84,000,000 euros,
	 
	•	 	for a period of 26 months from the date of this Meeting, the
authorization to increase the share capital, on one or several
occasions by a maximum nominal amount of 24,000,000 euros, by way of
the issue without preferential subscription rights by public
offering, of shares or any other securities giving immediate or
future access to the shares of the Company, to be attributed to the
maximum nominal amount indicated in the first paragraph,
	 
	•	 	for a period of 26 months from the date of this Meeting, the
authorization to increase the share capital by a maximum amount of
24,000,000 euros, by incorporation of reserves, profits or premiums,
	 
	•	 	the powers necessary to implement the authorizations granted for
increasing the share capital in periods of tender or exchange offers
for securities of the Company, valid until the close of the
Shareholders’ Meeting convened to approve the financial statements
for the fiscal year ended December 31, 2001,
	 
	•	 	for a period of 26 months from the date of this Meeting, the
authorization to increase the share capital, on one or several
occasions, at its sole discretion, up to a maximum nominal amount
representing 1% of the share capital at the date of implementation
of the authorization, by way of the issue of shares or other
securities giving access to the capital of Company and reserved for
members of a Company Savings Plan (“Plan d’Épargne Entreprise”) or a
Voluntary Employee Savings Plan of the Company (“Plan Partenarial
d’Epargne Salariale Volontaire de la Société”) or French or foreign
companies of the group meeting the conditions determined by the
Board of Directors or, where applicable, the Management Board,
pursuant to applicable law,









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3.2.4 Stock option plans


The following chart sets forth all relevant information concerning the stock
option plans outstanding as of December 31, 2001:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	1996 / 1998 Plan	 	1999/2001 Plan (2nd	 	1996/1998 Plan	 	1999/2001 Plan (1st	 	1999/2001 Plan (2nd
	 	 	(1997 tranche)	 	tranche 2000)	 	(1998 tranche)	 	tranche 1999)	 	tranche 2000)
	 	 	Subscription	 	Subscription	 	Purchase	 	Purchase	 	Purchase
	 	 	options	 	options	 	options	 	options	 	options
	 	 	
	 	
	 	
	 	
	 	

	DDate of meeting
	 	May 16, 1995	 	Apr. 28, 2000	 	Apr. 30, 1998	 	Apr. 30, 1999	 	Apr. 28, 2000
	Date of Board of Directors
	 	March 13, 1997	 	Dec. 14, 2000	 	Apr. 30, 1998	 	Apr. 30, 1999	 	Dec. 14, 2000
	Number of options authorized(2)
	 	1.1% of capital	 	1% of capital	 	1% of capital	 	2% of capital	 	1% of capital
	Number of options allocated
	 	178,973	 	493,028	(1)	 	138,711	 	315,520	 	139,576	(1)
	Total number of shares available for
subscription/ exercise(3):
	 	173,173	 	489,828	 	133,511	 	307,620	 	139,576
	Of which: Number of shares available
to directors for subscription/exercise
	 	44,000	 	120,800	(1)	 	40,500	 	94,700	 	120,800	(1)
	Of which: Number of directors concerned
	 	14	 	17	 	14	 	16	 	17
	Vesting date for exercise of options(4)
	 	Sept. 14, 1999	 	Dec. 15, 2003	 	May 1, 2001	 	May 1, 2002	 	Dec. 15, 2003
	Expiration date(5)(6)
	 	March 14, 2002	 	Dec. 14, 2008	 	Apr. 30 2003	 	Apr. 30, 2004	 	Dec. 14, 2008
	Subscription/exercise price per share
	 	86.74[e]	 	143.24[e]	 	106.92[e]	 	95.94[e]	 	143.24[e]
	Number of shares subscribed/exercised
at 12/31/01
	 	106,520	 	0	 	36,511	 	23,000	 	0
	Shares remaining available for
subscription/exercise at
12/31/01
	 	31,650	 	489,828	 	107,000	 	284,620	 	139,576
	Number of holders per tranche
	 	167	 	1,100	(7)	 	160	 	250	 	1,100	(7)





	(1)	 	The options granted as part of this 1999-2001 plan, tranche 2000, relate to
a maximum of 632,604 shares. The rules for this tranche state that a maximum of
139,576 share purchase options will be granted first. Therefore, the initial
exercises of options will be for the transfer of 139,576 shares held by the
Company and the remaining 493,028 options will be considered as share
subscription options.
	 
	(2)	 	The number of options authorized was determined as a percentage of the
Company’s share capital as of the date the Board of Directors exercised the
authorization.
	 
	(3)	 	The number of shares available for subscription is less than the number of
options allocated due to the departure of the employee holding them.
	 
	(4)	 	The options for each tranche have different vesting dates. In each case,
the date indicated is that of the first day of vesting for the shares issued
with respect to the relevant tranche.
	 
	(5)	 	The options for each tranche have different expiration dates. In each case,
the date indicated is that of the day of expiration for the shares issued with
respect to the relevant tranche.
	 
	(6)	 	All the plans are subject to certain restrictions limiting the exercise of
options in the event of the employee’s or director’s departure from the
Company. Holders of options may not exercise their options immediately
following their allocation. The options may be exercised only three years
following the date of grant of the options for a period of 5 or 8 years after
the grant.
	 
	(7)	 	This number includes holders of share subscription and share purchase
options for tranche 2000 of the 1999-2001 Plan.









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3.2.5 Authorization to reduce share capital


It should be noted that the Extraordinary Shareholders’ Meeting of June 6, 2000
authorized the Board of Directors to cancel the shares acquired through its
share repurchase program up to an amount not exceeding 10% of the capital,
within a 24 month period. This authorization is valid for five years.


3.2.6 Authorization to repurchase shares


The Ordinary Shareholders’ Meeting of December 13, 2001, in accordance with
Article L. 225-209 of the French Commercial Code, authorized the Board of the
Directors or the Management Board, as the case may be, to acquire a number of
shares representing up to 10% of its share capital, at a maximum 150 euros per
share purchase price and a minimum 90 euros per share sale price. A prospectus
(note d’information) was issued relating to this share repurchase program and
received visa number 01-1317 from the Commission des opérations de bourse on
November 16, 2001. The main characteristics of this program are summarized
below.


The shares repurchased pursuant to the program will be used, in order of decreasing priority:



	•	 	to stabilize the price of its shares by systematic intervention against market trends;
	 
	•	 	to buy or sell its shares according to market conditions;
	 
	•	 	for grants of shares to employees as part of an employee offering program or any
other form of an employee savings program;
	 
	•	 	for grants of shares to employees of the Company and/or its group;
	 
	•	 	as consideration for use in external growth opportunities;
	 
	•	 	for cancellation; and
	 
	•	 	for any transaction in the context of a policy of asset and financial management.



This authorization will expire in 18 months and may also be used during public
exchange offer or tender offers and pursuant to applicable regulations.


3.2.7 Other securities giving rights to share capital


None.


3.2.8 Volume of transactions and evolution of share price and ADRs


The charts below summarize the evolution of the price and volume of
transactions of Technip-Coflexip shares on the Premier Marché of Euronext Paris
since July 2000 and American Depositary Receipts (ADRs) on the NYSE since
October 19, 2001.









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Volume of trading and evolution of the TECHNIP-COFLEXIP share on the Premier Marché, in euros




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Highs and lows ([c])	 	 	Number	 	 	Amount	 
	 	 	 	 	
	 	 	of shares	 	 	Traded	 
	 	 	 	High	 	 	Low	 	 	traded	 	 	(M [e])	 
	 	 	 	 	
	 	 	 	
	 	 	
	 	 	
	 
	2000
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	July
	 	 	146.00	 	 	 	122.00	 	 	 	860,399	 	 	 	114.66	 
	 	August
	 	 	150.00	 	 	 	130.10	 	 	 	640,971	 	 	 	90.22	 
	 	September
	 	 	159.90	 	 	 	141.50	 	 	 	977,500	 	 	 	149.52	 
	 	October
	 	 	163.00	 	 	 	139.60	 	 	 	744,650	 	 	 	113.93	 
	 	November
	 	 	159.90	 	 	 	132.60	 	 	 	690,482	 	 	 	102.84	 
	 	December
	 	 	154.60	 	 	 	126.00	 	 	 	814,725	 	 	 	109.47	 
	2001
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	January
	 	 	156.60	 	 	 	133.00	 	 	 	672,782	 	 	 	97.44	 
	 	February
	 	 	160.00	 	 	 	146.20	 	 	 	1,025,352	 	 	 	159.89	 
	 	March
	 	 	168.00	 	 	 	132.00	 	 	 	1,205,179	 	 	 	185.86	 
	 	April
	 	 	185.00	 	 	 	154.50	 	 	 	844,701	 	 	 	141.99	 
	 	May
	 	 	187.00	 	 	 	164.20	 	 	 	1,009,749	 	 	 	179.49	 
	 	June
	 	 	185.70	 	 	 	141.70	 	 	 	1,069,228	 	 	 	182.04	 
	 	July
	 	 	158.00	 	 	 	130.80	 	 	 	4,505,207	 	 	 	653.09	 
	 	August
	 	 	164.90	 	 	 	151.20	 	 	 	2,069,324	 	 	 	327.55	 
	 	September
	 	 	167.30	 	 	 	95.90	 	 	 	2,611,953	 	 	 	350.19	 
	 	October
	 	 	148.00	 	 	 	123.60	 	 	 	2,240,571	 	 	 	300.73	 
	 	November
	 	 	140.00	 	 	 	120.00	 	 	 	2,701,901	 	 	 	357.17	 
	 	December
	 	 	150.30	 	 	 	128.70	 	 	 	1,504,895	 	 	 	205.80	 



Source : Bloomberg


Volume of trading and evolution of the TECHNIP-COFLEXIP American Depositary Receipts (ADRs) on the NYSE, in dollars




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Highs and lows ([c])	 	 	Number	 	 	Amount	 
	 	 	 	 	
	 	 	of shares	 	 	Traded	 
	 	 	 	High	 	 	Low	 	 	traded	 	 	(M [e])	 
	 	 	 	 	
	 	 	 	
	 	 	
	 	 	
	 
	2001
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	October (from the 19th inclusive)
	 	 	31.45	 	 	 	28.40	 	 	 	360,500	 	 	 	10.65	 
	 	November
	 	 	30.90	 	 	 	27.90	 	 	 	666,400	 	 	 	19.61	 
	 	December
	 	 	33.65	 	 	 	28.60	 	 	 	592,400	 	 	 	18.57	 



Source : Bloomberg








Table of Contents


CHAPTER IV



INFORMATION CONCERNING THE ACTIVITY OF THE COMPANY



The information presented in this chapter can also be found in the initial
prospectus (“note d’information initiale”) prepared by the Company for the
public exchange offer for Coflexip shares with a cash election up to a minimum
of 5,000,000 Coflexip shares, approved by the Commission des Opérations de
Bourse on July 19, 2001, under visa number 01-982 and the initial prospectus
(“note d’information en surenchère”) prepared for the offering on revised
terms, approved by the Commission des Opérations de Bourse on August 7, 2001,
under visa number 01-1028, and in the initial prospectus (“note d’information
initiale”) prepared by the Company and Isis for the public exchange offer
initiated by the Company for Isis shares, approved by the Commission des
Opérations de Bourse on July 19, 2001, under visa number 01-981, and the
initial prospectus (“note d’information en surenchère”) prepared for the
offering on revised terms, approved by the Commission des Opérations de Bourse
on August 7, 2001, under visa number 01-1027. This information is accurate at
the date of this final prospectus, subject to any significant information
below.


4.1 RECENT EVENTS Closing and consequences of the public offers launched on
Coflexip on Isis


Following the public exchange offer with a cash election initiated by the
Company for Coflexip shares on July 3, 2001, the Company now holds 98.36 % of
the share capital and 98.54% of the voting rights of Coflexip. Following the
public exchange offer initiated by the Company on Isis shares on July 3, 2001
the Company now holds 99.05% of the share capital and voting rights of Isis.


Furthermore, in accordance with the provisions of the Memorandum of
Understanding concluded on July 2, 2001, between the Company, Isis and Institut
Français du Pétrole (“IFP”) and considering the success of the public exchange
offer on Isis, IFP and Isis granted each other promises to exchange in the
presence of the Company on November 7, 2001. Under the terms of these promises
to exchange, Isis undertook to exchange 1,436,622 shares of Compagnie Générale
de Géophysique (“CGG”) which it holds for 511,253 TECHNIP-COFLEXIP shares held
by IFP. These promises are exercisable at any time by Isis for a period of
twelve months from October 11, 2002, and vice versa by IFP at any time for a
period of twelve months from October 11, 2003.


However, in the event of a public offer launched on the Company during their
respective exercise period, the promises shall not be exercisable by Isis or by
IFP while the Company is the subject of a public offer, and shall not become
exercisable until the closing of the public offer or, if the occasion arises,
concurrent public offers or takeover bids, as published by the Conseil des
marchés financiers. Isis undertakes to exercise the promises to exchange granted
by IFP, if the following three conditions are met on a given market day during
the exercise period:



	•	 	the market price of TECHNIP-COFLEXIP ordinary shares is equal to or greater than 165.6 euros ;
	 
	•	 	the market price of ordinary CGG shares is equal to or greater than 59 euros ; and
	 
	•	 	the ratio between the price of TECHNIP-COFLEXIP shares and the price of CGG shares is between 2.52 and 3.09.



It is specified that if the above-mentioned promises are exercised, IFP may
choose to give Isis a cash amount equivalent to the value in euros (at the date
the promise is exercised) of the said TECHNIP-COFLEXIP shares, in lieu of
TECHNIP-COFLEXIP shares.


In the event a public offer is initiated by the Company on CGG, Isis, IFP and
the Company undertake to cooperate in order to reach an agreement to ensure the
conclusion of the promises under terms which are at least as favorable as those
of the public offer initiated by the Company on CGG.


In the event of a public offer on CGG or of any recapitalization thereof, in
particular by merger, break up or otherwise, Isis undertakes to follow IFP’s
instructions regarding the management of Isis’s holding in CGG from the date of
the signature of the above-mentioned promise until the end of the exercise
period.


IFP undertakes to retain TECHNIP-COFLEXIP shares from the date of the signature
of this promise until the end of the exercise period, including in the event of
any public offer on the Company.


General organization of the Company


On October 18, 2001, the Company issued a press release announcing the
restructuring of its operations organization. The Company is now organized into
three branches:



	•	 	The Offshore branch: Technip CSO (Creative Solutions Offshore) is
headed by Tom Ehret, who was up to that point the Operations Managing
Director of Coflexip. This branch groups together all offshore oil
activities of the TECHNIP-COFLEXIP group;









Table of Contents





	—	 	The Onshore and Downstream branch: Technip PRO (Petrochemicals
Refining Onshore) is headed by Daniel Valot and groups together all
the onshore teams of the TECHNIP-COFLEXIP group (oil and gas onshore
development, treatment and liquefaction of gas, refining,
petrochemistry, onshore pipelines);
	 
	—	 	Non-Petroleum Industries branch: Technip LCI (Life sciences, Chemicals
and Industries) is under the management of Jean-Noël Meary and groups
together activities carried out by the TECHNIP-COFLEXIP group in
non-petroleum industries (chemistry, fertilizers, pharmaceutical and
life sciences, cement, electricity, various industries).



Activities of the Company


Press release dated August 24, 2001“TECHNIP, in partnership with Abu
Dhabi-based Al Jaber Energy Services, has been awarded by the UAE Offsets Group
(UOG) the “transmission package” of the Fujairah desalination, power plant and
pipeline project in the United Arab Emirates.


The transmission package involves the construction of a 185-kilometer water
transmission pipeline from the Emirate of Fujairah, to the inland city of Al
Ain in the Emirate of Abu Dhabi, a 16- kilometre pipeline link to the city of
Al Dhaid in the Emirate of Sharjah, pumping stations, water storage tanks, and
associated facilities.


Under the terms of the lumpsum turnkey contract, worth about 495 million euros,
TECHNIP and Al Jaber Energy Services will be responsible for basic and detailed
engineering, procurement, installation and commissioning of the facilities.


TECHNIP’s engineering center in Dusseldorf will handle engineering, procurement
and project management, with support from TECHNIP’s +engineering center in Abu
Dhabi for part of the engineering services. Civil construction, erection and
other local portions of the contract will be carried out by Al Jaber Energy
Services.


The project is scheduled to be completed in 2003.


Under the instructions of the highest authorities in the U.A.E., UOG is
implementing the whole desalination, power plant and pipeline project on a
fast-track basis to meet the rising demand for water in Al Ain, and the rapidly
growing water and power needs of the northern emirates.


Commenting on this contract award, Mr. Daniel Valot, CEO and Chairman of
TECHNIP, declared: “This is an important project for the Emirates and we’re
proud to have been selected, together with Al Jaber Energy Services, by UAE
Offsets Group. We’ve assigned top specialists from TECHNIP in Germany, a world
leader in pipeline systems, to make it a success. They will be fully supported
by the experience of our local engineering center in Abu Dhabi, which has
played an active role in the industrial development of the area for over 20
years, working in fields such as oil and gas production, gas treatment,
refining and petrochemicals.”


Press release dated October 12, 2001 KAZAKHSTAN


“TECHNIP and Transport of Oil and Gas (T.O.G.), the National Oil and Gas
Transportation Company of Kazakhstan, have created a joint engineering and
construction company headquartered in Almaty. Both shareholders will hold a 50%
stake in this company named TECHNIP KAZAKHSTAN.


The main activity of the new company is to provide engineering services for the
construction of facilities in oil and gas (offshore and onshore field
development, transport pipelines, oil refining, gas processing and
petrochemicals) with the support of TECHNIP Group.


TECHNIP KAZAKHSTAN intends to become a major player in the fast growing oil and
gas business in Kazakhstan, notably in relation to the development of the huge
fields of Tenguiz, Karachaganak and Kashagan. It is also ready to participate
in the supply of the main oil and gas projects western Kazakhstan, in
particular services and construction projects concerning crude and gas
cross-country pipelines in the country.


Transport of Oil and Gas (T.O.G.) which groups state pipeline operators
KazTransOil, KazTransGas and KazStroyServices was recently created to protect
the interests and to maintain the unified policy in oil and gas transportation
of Kazakhstan. With over 20,000 people and more than 19,000 km of oil gas and
water pipelines, T.O.G. is responsible for the transportation of oil and gas
resources, takes part in international projects which are connected with export
of oil and gas, and will also design and construct the new gas and oil
pipelines in Kazakhstan.”


BRAZIL


“At the same time, after a period of due diligence, TECHNIP has finalized the
acquisition (100%) of the privately owned UTC Projectos e Consultoria SA.
TECHNIP acquired this Brazilian engineering and construction company to develop
its activities in the upstream sector and especially in deep-water field
development.








Table of Contents




UTC is based in Rio de Janeiro and employs over 400 people. The company has a
long track record in services and turnkey contracts for local operators, both
onshore and offshore. It has, notably, a long standing working relationship
with PETROBRAS, who recently awarded the company the FEED (front end
engineering design) of the floating facilities for the Albacora Leste field.


The Brazilian offshore sector is one of the very promising deepwater areas in
the world and has attracted a large number of international oil companies since
its opening to foreign companies.


COFLEXIP is already a major player in the subsea industry in Brazil, where it
operates flexible subsea pipes plant in Vitoria and two pipe laying ships
permanently based in the country. The acquisition of UTC is another building
block in the implementation of the offshore growth strategy of the Group.


Through the acquisition of UTC, TECHNIP-COFLEXIP will be in an even better
position to bid on upstream projects very competitively, on the basis of its
know-how and technologies, while maximizing the Brazilian content.


Commenting on both transactions, Mr. Valot, Chairman and CEO of TECHNIP
declared: “These two companies will provide major platforms for TECHNIP’s
development in two areas with strong growth potential in oil and gas production
and downstream activities. I am particularly happy to welcome these new members
of the newly-emerging TECHNIP-COFLEXIP Group, which will be a world leader in
the oil and gas engineering, technologies and services sector”.


Press release dated October 12, 2001“The joint venture between TECHNIP and
CHIYODA has been awarded by Qatar Liquefied Gas Company (QATARGAS) an EPC
contract, worth about 100 million euros, to expand the LNG facility located at
Ras Laffan on the north east coast of the State of Qatar.


Under the terms of this contract, TECHNIP/CHIYODA will carry out detailed
engineering, procurement and construction for the debottlenecking of the 3 LNG
process trains.


The services and works involved will mainly consist in replacing or upgrading
some of the key process equipment such as compressors and turbines in order to
expand the capacity of each of the 3 LNG trains from 2 to 3 million tons per
year. Works will be executed during four shutdowns scheduled between 2002 and
2005, the duration of which will be limited to about one month each.


This project will be handled under a single integrated project team pooling the
expertise of both partners in the joint venture. The engineering center will be
located in Paris, France.


Commenting this contract award, Daniel VALOT, Chairman and CEO of TECHNIP
declared: “Technip and Chiyoda have pooled their expertise in LNG to take on
this challenging project which will be one of the biggest LNG capacity
increases in the world. Technip has been working for years in Qatar and we are
proud to have been selected to participate once again in a key investment for
this country.”


Press release dated November 7, 2001


"ÖMV has awarded TECHNIP a contract for the lump sum turnkey supply of a
hydrogen production unit for the Schwechat Refinery, near Vienna.


The Centre of TECHNIP in The Hague, Netherlands, completed the Basic Design
Study for this project, which is the first of a series of projects intended to
upgrade the Schwechat Refinery to meet the future automotive fuel
specifications.


The hydrogen production unit with a capacity of 30.000 Nm3/h of high purity
hydrogen, combines conventional steam/hydrocarbon reforming and high
temperature shift conversion, with high recovery pressure swing adsorption and
natural gas feed saturation. Therefore combining high reliability and
availability, with improved efficiency and increased export steam production.


Construction of the Unit is scheduled to commence in the first quarter of 2002
and the Unit is scheduled to be ready for industrial production in April 2003.


This project represents an investment valued at 35 million euros for ÖMV.


TECHNIP is the recognized market leader in the design, engineering and
construction of world class on-purpose Hydrogen Production Units. With this
contract, being the 9th hydrogen production Unit awarded to TECHNIP only this
year, representing a total accumulated capacity of 780.000 Nm3/h of on-purpose
hydrogen production, this already strong position has been further
strengthened.”


Press release dated November 8, 2001“TECHNIP USA Corporation has signed a
multi-year contract with ExxonMobil Global Services to provide front-end
engineering services. TECHNIP will provide engineering








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services to ExxonMobil’s Baytown refinery and chemical plants as ExxonMobil
implements its programs to significantly reduce its NOx emissions and
contributes to the Houston-Galveston-area efforts to attain air quality
standards.


TECHNIP has been involved in NOx abatement projects since the 1980s in
California. When other states began, in the late 1990s, to propose similar
regulations to reduce NOx emissions, TECHNIP was strongly positioned to provide
its expertise in this field. In the early implementation work for companies
with sources in the eight-county Houston-Galveston region, for instance,
TECHNIP has already been involved in NOx reduction programs for BP, Equistar,
OxyChem, Nova, Dow, Enterprise Products, and Phillips.


Commenting this contract award, Larry POPE, CEO of TECHNIP USA noted:


“This NOx reduction project is very important to TECHNIP and we are pleased to
be able to leverage our NOx expertise to help ExxonMobil meeting their
requirements cost effectively.”


Press release dated November 13, 2001


“Paris, France — TECHNIP-COFLEXIP Group (NYSE: TKP and Euronext: 13170)
announced today that CSO Aker Maritime, Inc., based in Houston, has been
awarded an engineering, procurement and construction contract for a Spar
floating production platform hull, associated moorings and riser system for the
Gunnison field in the Gulf of Mexico. The field is operated by Kerr-McGee Oil &
Gas Corp.*, a wholly owned subsidiary of Kerr-McGee Corp., (NYSE: KMG).


The Gunnison field is located in the Gulf of Mexico’s Garden Banks Blocks 667,
668 and 669 approximately 155 miles southeast of Galveston, Texas, in 950m
water depth (3,122 ft). CSO Aker Maritime is responsible for the engineering,
procurement, fabrication and delivery of the complete hull, moorings and riser
system.


The engineering will be performed by CSO Aker Engineering in Houston and by CSO
Aker Rauma in Finland. CSO Aker in Houston will also do the engineering and
procurement of the riser system, while the mooring system will be engineered
and procured by CSO Aker Rauma. The hull will be built at the CSO Mäntyluoto
Works fabrication facility in Finland. Delivery of the spar hull is scheduled
for the third quarter of 2003. Financial terms are undisclosed.


The hull for Gunnison will be 167.3 meters (549 ft) tall, with a diameter of
29.8 meters (98 ft), will have a displacement of 38,000 metric tons, and a
steel weight of approximately 14,000 tons. It will be Kerr-McGee’s third truss
Spar, which incorporates a tubular truss system replacing the lower part of the
cylindrical hull. CSO Aker Maritime has also fabricated Kerr-McGee’s three
other Spar hulls: Neptune, the first Caisson Spar installed in the GoM; Nansen,
recently installed in the GoM; and the Boomvang hull, currently on its way to
the Gulf of Mexico.


Svein Eggen, President of CSO Aker Maritime, Inc., stated: “We are proud to
provide the fourth Spar hull for Kerr-McGee’s exciting deepwater program in the
Gulf of Mexico. We are committed to fulfilling Kerr-McGee’s expectations and
look forward to building on our successful Spar projects.”


Tom Ehret, President of Technip-Coflexip’s Offshore Branch, added: “Our
commitment to provide leading deepwater technology is one of the key elements
in building long-term relationship with our clients. The Truss Spar was
designed to improve efficiency and reduce the operators’ level of investment.
This specific design is typically part of the permanent improvement process of
our range of solutions to provide field proven, safe and cost-effective
products and services serving our clients’ deepwater developments”.


* Kerr-McGee operates Gunnison with a 50% working interest. Partners in
Gunnison are Nexen Petroleum USA Inc., a wholly owned subsidiary of Nexen Inc.
(NYSE: NXY), 30%, and Cal Dive International, Inc. (NASDAQ: CDIS), 20%.


Press release dated December 11, 2001


“Aberdeen, UK — Coflexip Stena Offshore Ltd. (CSOL), a UK entity of the
Technip-Coflexip Group, is in charge of a major three-year contract from the
Texaco, Amerada Hess and Talisman Energy (THT) multi-operator alliance to
provide Diving Support Vessel (DSV) and Underwater Services in the North Sea.


Within the scope of the contract, CSOL is responsible for delivering project
management, engineering, DSV and subsea services, the objective being to
maximise uptime and production potential of the three operators’ assets,
throughout the UK and Danish sectors of the North Sea. In addition, while
typical operations included within the contract are subsea construction,
inspection, repair and maintenance works (IRM), the contract has provision for
EPIC pipelay/trenching, wellservicing, decommissioning/abandonment and other
construction services.


The majority of the work to be carried out for Texaco, Amerada Hess and
Talisman Energy (THT) will be performed by the DSV CSO Alliance, with
additional prioritised support provided by a range of specialist








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vessels. This will enable multi-task, simultaneous and multi-operator
operations to be performed for all planned and unplanned routine interventions,
reducing costs through combined operations. In addition to accessing CSOL’s
well established project management and technical leadership skills as well as
its strong knowledge base of their infrastructure — as developed over the past
five years — the contract will enable THT direct access to CSOL’s supply chain.
CSOL placed special emphasis on the importance and value of working with its
supply chain partners to develop both new and innovative technologies and
services in order to help drive down costs.


David Cassie, Executive Vice President, North Sea, Canada and Caspian, for
Technip-Coflexip, stated: “Collaborative contracts of this nature will be
critical to the success of lowering field development and production costs,
helping the UK sector of the North Sea to sustain its competitive position
against other international opportunities. Accordingly, we are delighted to
have secured this contract affording us a long term base from which we can
strive for greater levels of innovation and technological advancements to the
ultimate benefit of Texaco, Amerada Hess and Talisman.”


Kevin Wood, member of the Executive Committee of the Technip-Coflexip Group
added: “The award of the THT contract, reflects industry recognition of CSO’s
success in providing similar services to the THE (Texaco, Hess and Elf)
Alliance since 1995. It acknowledges CSOL’s outstanding offshore safety record,
and underlines the commercial and operational benefits to be gained by
operators by having prioritised access to Technip-Coflexip’s fleet of high-tech
vessels for subsea work”.


Press release dated December 13, 2001


COMING INTO FORCE OF THE CONTRACT FOR THE ETHANE CRACKER OF THE 9th OLEFIN
COMPLEX IN IRAN


“The contract awarded to TECHNIP and NARGAN by the National Petrochemical
Company of Iran (NPC) for the design and construction of its ethane cracker in
the 9th Olefin Complex has just become effective.


This project, worth in excess of 200 million euros, involves the supply of a
one million-ton-a-year ethylene steam cracker to be built in the 9th
petrochemical complex at Asaluyeh, Iran, on the northern coast of the Persian
Gulf.


According to this contract, TECHNIP will provide its proprietary technologies,
furnaces and processes for the production of ethylene and, with its partner
NARGAN, will carry out basic and detail engineering, procurement and supply of
equipment and materials, supervision during construction and commissioning and
start-up as well as training services.


These services will be performed by the engineering centres of TECHNIP in Rome,
Paris and The Hague, and the Iranian company NARGAN, which will execute detail
engineering and procurement of materials of local origin.


The effectiveness of the contract (signed in September 2000) was subject to the
setting up of a multi-source financing scheme which has been finalized this
week. Meanwhile, thanks to an “early start system” based on cash payments,
TECHNIP has completed the basic engineering of the project.


Financing of the project is based on export credit facilities from Italy,
France and The Netherlands.


The completion of delivery is scheduled for July 2003.


This project underlines Technip-Coflexip’s world leading position in
mega-crackers and associated technologies. Technip has also been awarded this
year a contract for the ethylene cracker of the 10th complex at Asaluyeh, which
will deliver the largest output of ethylene to date in the world (1.4 million
tons/year). The coming into force of this contract is expected during the first
half of 2002.”







Table of Contents



CHAPTER V



ASSETS, FINANCIAL POSITION AND RESULTS



The information presented in this chapter can also be found in the initial
prospectus (“note d’information initiale”) prepared by the Company for the
public exchange offer for Coflexip shares with a cash election up to a minimum
of 5,000,000 Coflexip shares, approved by the Commission des Opérations de
Bourse on July 19, 2001, under visa number 01-982 and the initial prospectus
(“note d’information en surenchère”) prepared for the offering on revised
terms, approved by the Commission des Opérations de Bourse on August 7, 2001,
under visa number 01-1028, and in the initial prospectus (“note d’information
initiale”) prepared by the Company and Isis for the public exchange offer
initiated by the Company for Isis shares, approved by the Commission des
Opérations de Bourse on July 19, 2001, under visa number 01-981, and the
initial prospectus (“note d’information en surenchère”) prepared for the
offering on revised terms, approved by the Commission des Opérations de Bourse
on August 7, 2001, under visa number 01-1027. This information is accurate at
the date of this final prospectus, subject to any significant information
below.



	5.1	 	SEMESTRIAL ACTIVITY REPORT AS OF JUNE 30, 2001
	 
	5.11	 	First half 2001 activity and consolidated statement of income as of June 30, 2001



TECHNIP’s Board of Directors, chaired by Mr. Daniel Valot, met on September 6,
2001 to approve the Group’s financial statements for the first six months of
fiscal year 2001. The financial statements report a net profit, before goodwill
amortization and non-operating income, of 78.8 million euros, representing an
increase of 19.6% compared to the first half of 2000. The increase after
goodwill amortization and non-operating income was 1.8%.


Net income per share, before goodwill amortization and non-operating income,
was 4.73 euros, as compared with 4.11 euros in the first half of 2000,
representing an increase of 15.1%. After goodwill amortization and
non-operating income, net income per share amounted to 3.39 euros, compared to
3.46 euros for the first half of 2000.


The sales figure, as well as the order book (representing future sales), shows
strong growth in the Production and Petrochemicals business segments and also
in the Americas and the Far East areas.


The backlog, is also increasing and is now 3.51 billion euros. This figure does
not include several contracts, globally worth over a billion euros, already
signed and not yet put into force.



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	06/30/2001	 	 	06/30/2000	 	 	2000	 
	(in millions of euros)	 	(6 months)	 	 	(6 months)	 	 	(12 months)	 
	
	 	
	 	 	
	 	 	
	 
	— Revenues
	 	 	1,470.0	 	 	 	1,342.6	 	 	 	2,972.0	 
	— Operating expenses
	 	 	(1,371.7	)	 	 	(1,261.9	)	 	 	(2,789.4	)
	Operating income
	 	 	98.3	 	 	 	80.7	 	 	 	182.6	 
	— Financial income excluding contracts
	 	 	0.4	 	 	 	6.4	 	 	 	5.8	 
	— Income tax
	 	 	(35.0	)	 	 	(30.5	)	 	 	(62.3	)
	— Income of equity affiliates
	 	 	16.0	 	 	 	10.0	 	 	 	22.1	 
	— Minority interests
	 	 	(0.9	)	 	 	(0.7	)	 	 	(1.2	)
	Net income before non operating income and goodwill amortization
	 	 	78.8	 	 	 	65.9	 	 	 	147.0	 
	— Non-operating income
	 	 	(1.9	)	 	 	(0.2	)	 	 	93.9	 
	— Goodwill amortization
	 	 	(20.4	)	 	 	(10.2	)	 	 	(26.7	)
	Net income
	 	 	56.5	 	 	 	55.5	 	 	 	214.2	 











Table of Contents



KEY CONSOLIDATED INFORMATION




	 	 	 	 	 	 	 	 	 	 	 	 	 
	(in million euros)	 	1st half	 	 	1st half	 	 	 	 	 
	 	 	2001	 	 	2000	 	 	Change
	
	 	
	 	 	
	 	 	

	Revenues
	 	 	1,470	 	 	 	1,343	 	 	 	+9.5	%
	Operating income
	 	 	98.3	 	 	 	80.7	 	 	 	+21.8	%
	Net income before goodwill amortization and non-operating income
	 	 	78.8	 	 	 	65.9	 	 	 	+19.6	%
	Net income after goodwill amortization and non-operating income
	 	 	56.5	 	 	 	55.5	 	 	 	+1.8	%




	 	 	 	 	 	 	 	 	 	 	 	 	 
	In euros	 	1st half	 	 	1st half	 	 	 	 	 
	 	 	2001	 	 	2000	 	 	Change
	
	 	
	 	
	 	

	Net income per share before goodwill amortization and
non-operating income
	4.73(1	)	 	 	4.11	 	 	 	+15.1	%
	Net income per share
	3.39(1	)	 	 	3.46	 	 	 	–2	%



Based on a diluted total number of shares of 16,665,000.


BACKLOG (UNCOMPLETED PART OF CONTRACTS IN FORCE)



The Group’s backlog as of June 30, 2001 (3.51 billion euros) is increasing,
both compared to the level at the beginning of the year (3.41 billion euros as
of December 31, 2000) and to the high point reached 12 months ago (3.45 billion
euros as of June 30, 2000). The first half of the year was, in fact, marked by
a significant increase in the number of calls for bids, thus facilitating the
renewal of the order book.


Based on the sales figure for the first half of the year, the backlog
represents just over 14 months of sales, ensuring good prospects for overall
future levels of the Group’s business activity.


Backlog by geographic areas (in %)




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Areas	 	June 30,	 	Dec. 31,	 	Dec. 31,
	 	 	2001	 	2000	 	1999
	
	 	
	 	
	 	

	Europe
	 	 	12	%	 	 	13	%	 	 	14	%
	Middle East
	 	 	33	%	 	 	37	%	 	 	38	%
	Africa
	 	 	10	%	 	 	15	%	 	 	20	%
	Russia/Central Asia
	 	 	3	%	 	 	4	%	 	 	6	%
	Far East
	 	 	28	%	 	 	21	%	 	 	12	%
	Americas
	 	 	14	%	 	 	10	%	 	 	10	%



The backlog is centered mainly on three areas: the Middle East, which
represents a third of the total, the Far East marked by a strong increase (28%
of the total compared to 21% in 2000) and the Americas, where our affiliate in
Houston has signed significant contracts in the United States and Canada.


At the same time, Africa’s share has decreased substantially (10% compared to
15% at the beginning of the first half of the year), in proportion to the
completion of the Midor contract in Egypt. Europe remains stable at 12%.


Backlog by business segment (in%) Segment




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	June 30,	 	Dec. 31,	 	Dec. 31,
	 	 	2001	 	2000	 	1999
	 	 	
	 	
	 	

	Production
	 	 	35	%	 	 	38	%	 	 	24	%
	Refining
	 	 	13	%	 	 	17	%	 	 	35	%
	Petrochemicals
	 	 	42	%	 	 	32	%	 	 	31	%
	Industries
	 	 	10	%	 	 	13	%	 	 	10	%



As of June 30, 2001, the Production and Petrochemicals business segments
accounted for three-quarters of the Group’s backlog, confirming a trend in line
with the strategic orientation of growth in the upstream sector. This has
resulted in major order intakes for field developments (notably
Soroosh-Nowrooz) and for the design and construction of petrochemical
facilities designed to use natural gas being developed by the major
gas-producing countries.


Among the targeted projects included in the framework of the Strategic Alliance
with Coflexip, the first success was obtained with a contract for the FEED on
the Benguela Belize deepwater field, offshore Angola. Other decisions are
expected for the second half of the year and for the beginning of 2002.










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The share of the five biggest contracts in the Group’s backlog amounted to 37%,
compared to 38% in 2000 and 40% in 1999.


REVENUES



Consolidated sales for the first half of 2001 amounted to 1.47 billion euros,
an increase of 9.5%. This increase reflects the sustained growth in operations
connected with the high level of orders recorded in recent years.


Sales by geographic region (in %) Region




	 	 	 	 	 	 	 	 	 
	 	 	1st half	 	1st half
	 	 	2001	 	2000
	 	 	
	 	

	Europe
	 	 	21	%	 	 	20	%
	Middle East
	 	 	30	%	 	 	33	%
	Africa
	 	 	12	%	 	 	17	%
	Russia/Central Asia
	 	 	4	%	 	 	6	%
	Far East
	 	 	17	%	 	 	9	%
	Americas
	 	 	16	%	 	 	15	%



In the first half of the year, in line with the trends in order intake over the
last few years, sales progressed strongly in the Americas area, and even more
so in the Far East, where the CTOC project is being executed. These two areas
represented one-third of the Group’s sales, compared to one-sixth in 1998.


Sales by business segment (in %)Segment




	 	 	 	 	 	 	 	 	 
	 	 	1st half	 	1st half
	 	 	2001	 	2000
	 	 	
	 	

	Production
	 	 	25	%	 	 	26	%
	Refining
	 	 	25	%	 	 	35	%
	Petrochemicals
	 	 	33	%	 	 	22	%
	Industries
	 	 	17	%	 	 	17	%



Compared to previous years, the increasing importance of the Production and
Petrochemicals segments was confirmed, while Refining continued to decline, in
direct connection with the advancement of major projects started in 1997-98,
such as VEHOP and SINCOR in Venezuela and MIDOR in Egypt.


Looking at contract size, the trend observed in the backlog is confirmed in
sales: in the first half of 2001, the five largest contracts represented only
25% of consolidated sales, as compared with 27% in 2000, and 33% in 1999.










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OPERATING INCOME AND NET INCOME



Operating profit was 98.3 million euros, an increase of 21.8% compared with the
first half of 2000, an increase that is twice that of sales. The turnaround of
the subsidiaries acquired from Mannesmann in early 1999 was confirmed with an
operating margin of 6.2%, compared to 4.8% in 2000 and 1.1% in 1999.


For the entire Group, the operating margin amounted to 6.7%, compared to 6.1%
in 2000, and 5.8% in 1999.


Net profit before goodwill amortization and non-operating income was 78.8
million euros, as compared with 65.9 million euros for the first half 2000 and
147 million euros for the entire year 2000. This includes TECHNIP’s share (14.8
million euros) in COFLEXIP’s net profits before goodwill amortization related
to the purchase of Aker’s Deepwater Division. Income tax expense for the half
year was 35 million euros, or 35.6% of operating income, as compared to 30.5
million euros (37.8% of operating profit) in the first half of 2000.


Goodwill amortization amounted to 20.4 million euros, as compared to 10.2
million euros in the first half of 2000. This increase is the result of two
factors:



	 	•	 	The goodwill amortization related to the acquisition of 29.7% of
COFLEXIP (which took place in April 2000) was included for one quarter
for the first half of 2000, while it is included in the entire half
year of 2001;
	 
	 	•	 	TECHNIP share in Aker Deepwater’s goodwill depreciation by COFLEXIP
amounts to 3.9 million euros.



As a result, the increase in income after goodwill amortization amounted to
1.8%.


Daniel VALOT, TECHNIP’s Chairman and CEO, commented: “The half year results put
us in a good position to obtain the objective which we set for ourselves for
the entire year of 2001, that is, an increase in net income per share (before
goodwill amortization and non-operating income) of 65% with respect to 1998,
the last year before the acquisition of Mannesmann’s affiliates.


Concerning the future, the upturn observed in our orders is a good reflection
of the trend, anticipated since last year, towards a strong increase in oil
investments. On the basis of current and expected calls for bids, a great
number of major projects should see the light of day between now and the end of
the year as well as in 2002, particularly in offshore and deepwater field
developments. The take over of COFLEXIP which is now under way should allow us
to take full advantage of the strong growth expected in this market.”


The public offers launched by TECHNIP on COFLEXIP and ISIS shares will close on
September 28, 2001, both in France and in the United States. The outcome of the
offers will be made public sometime during the first half of October. The
listing of TECHNIP shares on the New York Stock Exchange is scheduled on or
about October 19, 2001 (ticker: TKP).



	5.1.2	 	Activity report as of June 30, 2001



CONTRACTS




	(a)	 	Offshore



TECHNIP has obtained a major reference in the deep offshore sector by signing
with CABINDA GULF OIL CO (CABGOC) a front end engineering services contract for
the development of the Benguela-Belize-Tombocco oil fields. This field
development project will notably include a 42-slot drilling and production
platform.

Angola, January 2001.


TECHNIP has been entrusted by BP with the Front End Engineering Design (FEED)
for the Shah Deniz offshore production and drilling facilities in the Caspian
Sea. This contract is the first stage in securing production of a large gas
asset. The design study will be handled by TECHNIP according to its proprietary
TPG 500 concept — a self-installing platform that has recently been
successfully installed and operates in the North Sea: for BP on the Harding
field and for TOTALFINAELF, on the Elgin field.

Azerbaijan, May 2001.


TECHNIP has won an engineering and procurement contract for the development of
the Soroosh & Nowrooz oil fields managed by SHELL Exploration BV. These fields
are located in water depths ranging from 30 to 40 m and approximately 100 km
from Kharg Island, in the Persian Gulf. The project covers seven offshore
platforms and its objective is to achieve an output of 190,000 bbl/d in 2003.
Construction has been awarded to NPCC.

Iran, July 2001.



	(b)	 	Gas











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The new facilities of the gas treatment complex at Habshan reached their design
capacity of ten billion cubic feet per year in July. These units were designed
and built by TECHNIP/BECHTEL under a lump sum turnkey contract worth
approximately 1.3 billion US dollars on behalf of Abu Dhabi National Oil
Company. This expansion project “OGD2” (Onshore Gas Development-phase 2) has
doubled the capacity of the existing facilities. Production at the complex has
been kept at full capacity during the test program so that the client can
handle the increased gas demand during the summer period.

Abu Dhabi, July 2001.


SAUDI ARAMCO has awarded TECHNIP a lump sum turnkey contract for the
installation of a new 100 MM SCFD NGL compression train with associated
facilities in the existing gas treatment complex at Abqaiq. This new NGL train
will be an addition to the existing train built by TECHNIP and completed in
1999.

Saudi Arabia, July 2001.



	(c)	 	Refining



The MIDOR refinery has been producing higher than its 100% design capacity
since the summer of 2001 and performance tests of the single units are nearing
completion. In fact, this high conversion 100,000 bbl/day-refinery has been
producing sellable products since December 2000. The grass-roots facility,
built near Alexandria, is the largest turnkey project being entirely executed
within the TECHNIP group (1.2 billion US dollars) as well as the most
sophisticated refinery and the best adapted to the requirements of the market
in the Mediterranean Basin.

Egypt, August 2001.


The lube oil plant at Turkmenbashi reached its full capacity (76,000 tons/year)
24 months after the effective date of the contract. The new catalytic cracker
of this refinery (a 1.8 million-ton-a-year MSCC unit based on a UOP process),
awarded to TECHNIP under a previous contract, came on stream just one month
before.

Turkmenistan, August 2001.



	(d)	 	Hydrogen



TECHNIP has been awarded two contracts for the design and construction of
hydrogen plants using its own “KTI Steam Methane Reformer Technology”. These
two contracts represent a cumulated amount of 125 million US dollars. The first
plant will be built for SYNCRUDE Canada, on the site of Mildred Lake, Alberta.
With a capacity of 200 million SCFD of hydrogen, it will be the world’s largest
single-train hydrogen plant. The second plant will have a 40 million SCFD
capacity and will be constructed at Regina, Saskatchewan, for Consumer’s
Cooperative Refineries Ltd.

Canada, May 2001.



	(e)	 	Pipelines



UAE Offsets Group has awarded TECHNIP, in association with Al Jaber Energy
Services, a contract worth approximately 495 million euros, for the design and
construction of a 185 km-water transmission pipeline from the Emirate of
Fujairah to the inland city of Al Ain in Abu Dhabi, a pipeline link to Al Dhaid
in the Emirate of Sharjah, pumping stations, water storage tanks and associated
facilities.

United Arab Emirates, August 2001.



	(f)	 	Petrochemicals



DSM has entrusted TECHNIP with the design and construction of a
300,000-ton-a-year polypropylene plant at Geleen. This unit “PPF6”, which will
be completed within a 22 month period, will use BP’s Innovene gas-phase
technology.

The Netherlands, February 2001.


TECHNIP USA, in association with the American Company BE & K, has been awarded,
by Chevron Phillips Chemical Co. (CPC) and Solvay Polymers Inc., a contract for
the design, procurement and construction of a high density polyethylene unit in
CPC’s complex at Cedar Bayou, Bayton, Texas.

U.S.A., March 2001.


TECHNIP, in association with the Iranian firm NARGAN, has been awarded with JAM
Petrochemical Company, a contract worth 300 million euros for the design and
construction of a 1.4 million-ton-a-year ethylene steam-cracker, at Assaluyeh,
on the northern coast of the Persian Gulf. This plant, which will be the core
unit of the gigantic 9th Complex, will be based on TECHNIP’s proprietary
technologies, furnaces and processes and will be the largest steam-cracker ever
built in the world.

Iran, March 2001.


Arak Petrochemical Company has awarded TECHNIP a contract, worth approximately
40 million euros, covering the design and equipment supply for the expansion of
the ethylene plant at Arak. The capacity of this










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unit — based on naphtha and kerosene and using TECHNIP’s in-house technology -
will therefore be increased from 247,000 to 306,000 tons/year.

Iran, May 2001.



	(g)	 	Fertilizers



The Brazilian affiliate of TECHNIP has been awarded, by COPEBRAS, a lump sum
turnkey contract of approximately 100 million US dollars, for the design and
construction of a phosphatic fertilizer plant to be erected at Catalao, Goias
State. The new facilities, which are scheduled to come on stream at the end of
2002, will include a 1,350-t/d sulfuric acid plant, a 370-t/d phosphoric acid
plant, a 1,200-t/d simple superphosphate (SSP)/triple superphosphate plant
(TSP) and a granulation unit.

Brazil, March 2001.


TECHNIP and SAMSUNG Engineering have been selected by PETROVIETNAM to jointly
carry out, on a lump sum turnkey basis, a fertilizer complex at Phu My, in the
Province of Baria Vung-Tau. This 400 million euros project involves the design
and construction of a 1,300-ton-a-day ammoniac plant based on the TOPSOE
process and a 2,200-ton-a-day urea plant based on the Snamprogetti process, as
well as associated utilities and offsites.

Vietnam, June 2001.



	(h)	 	Pyrotechnics



TECHNIP has been awarded by Centre National d’Etudes Spatiales (CNES), an
engineering contract for the expansion of the boosters plant for the Ariane 5
satellites launcher. This propellant plant is located in the middle of the
equatorial forest in Guyana, within the spatial center of Kourou. It was
designed and built by TECHNIP (formerly KREBS-SPEICHIM) at the end of the
1980s. The current expansion represents an investment of 40 million euros,
financed by Arianespace, and will permit the number of launchings per year to
be increased.

France, May 2001.



	(i)	 	Hydrometallurgy



CMX, an affiliate of the Canadian group INCO, has selected a joint venture
formed by TECHNIP and BECHTEL, with the company HATCH as subcontractor, to
provide engineering, procurement, construction and management services for the
entire Goro nickel-cobalt project in New Caledonia. The Goro complex represents
an investment of 1.4 billion US dollars. It will have an annual capacity of
54,000 tons of nickel and 5,400 tons of cobalt. The facilities include the
hydro-metallurgical processing plant as well as mine development and support,
ore preparation, slurry pipelines, power plant, chemical plants and
infrastructures.

France, June 2001.



	(j)	 	Industrial buildings



TECHNIP, as leader of a consortium made up of TECHNIP, Aéroport de Paris
Ingénierie (ADPI) and the French architectural firm Cardete & Huet of Toulouse,
has been chosen by the company EADS Airbus to provide engineering services and
project management of the superjumbo Airbus A380 assembly plant to be built in
Toulouse in the south west of France. The plant will include about 20
exceptionally wide (120 meters span) assembly halls.

France, March 2001.



	5.1.3	 	Opinion of the Statutory Auditors on the limited review of the half-year
financial statements as of June 30, 2001 (Articles L. 232-7 of the French
Commercial Code and 297-1 of the decree of March 23, 1967)




	 	 	 	 	 
	BARBIER FRINAULT & AUTRES ARTHUR ANDERSEN	 	CLAUDE CHARRON
	Statutory Auditor	 	Statutory Auditor
	Member of the Association of	 	Member of the Association of
	Statutory Auditors of Versailles	 	Statutory Auditors of Versailles
	41, rue Ybry	 	2, place de la Gare
	92576 Neuilly-sur-Seine Cedex	 	95210 Saint-Gratien




In our capacity as statutory auditors and in application of Article L. 232-7 of
the French Commercial Code, we have carried out:



	 	—	 	a limited review of the summary of business activities and
consolidated income that are presented in the form of interim
consolidated financial statements of Technip, for the period from
January 1 to June 30, 2001, and that accompany this report;
	 
	 	—	 	the verification of the information given in the half-year report.











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These interim consolidated financial statements have been drawn up under the
responsibility of the Board of Directors. Our role is to express an opinion on
these financial statements based on our limited review.


We conducted this review in accordance with the standards of the profession in
France; these standards require that we plan and perform limited review
procedures to obtain assurance, but to a lesser degree than that resulting from
an audit, as to whether the interim financial statements are free of material
misstatement. A review of this nature does not include all of the verifications
specifically included in an audit, but is limited to performing analytical
procedures and obtaining from the senior executives and all qualified persons
the information that we believe to be necessary.


On the basis of our limited review, we have not noted any material
misstatements of a nature to call into question the consistency and fairness of
the interim consolidated financial statements, drawn up in accordance with
French generally accepted accounting principles, and the true and fair view
given of the assets and the financial position as well as the overall results
of the companies included within the scope of consolidation.


In accordance with French generally accepted accounting principles, we have
also carried out a verification of the information contained in the half-year
report commenting on the interim consolidated financial statements which were
the subject of our limited review.


We have no comments to make as to the fairness of such information and its
consistency with the interim consolidated financial statements.


Neuilly-sur-Seine and Saint-Gratien, September 10, 2001



The Statutory Auditors

French original signed by:




	 	 	 
	BARBIER FRINAULT & AUTRES

René Proglio	 	
CLAUDE CHARRON











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	5.2	 	CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2001
	 
	5.2.1	 	Consolidated Statement of Income



Statement of income




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	TECHNIP GROUP
	 	 	 	

	(in million euros)	 	1999	 	2000	 	2000	 	2001
	 	 	 	(12 months)	 	(6 months)	 	(12 months)	 	(6 months)
	 	 	 	
	 	
	 	
	 	

	•(REVENUES
	 	 	2,782.2	 	 	 	1,342.6	 	 	 	2,972.0	 	 	 	1,470.0	 
	•OPERATING EXPENSES
	 	 	(2,621.2	)	 	 	(1,261.9	)	 	 	(2,789.4	)	 	 	(1,371.7	)
	 	OPERATING INCOME E.B.I.T.A
	 	 	161.0	 	 	 	80.7	 	 	 	182.6	 	 	 	98.3	 
	•FINANCIAL INCOME EXCLUDING
CONTRACTS
	 	 	16.6	 	 	 	6.4	 	 	 	5.8	 	 	 	0.4	 
	•INCOME TAX
	 	 	(55.9	)	 	 	(30.5	)	 	 	(62.3	)	 	 	(35.0	)
	•INCOME OF EQUITY AFFILIATES
	 	 	0.8	 	 	 	10.0	 	 	 	22.1	 	 	 	16.0	 
	•MINORITY INTERESTS
	 	 	(0.2	)	 	 	(0.7	)	 	 	(1.2	)	 	 	(0.9	)
	NET INCOME BEFORE NON OPERATING
INCOME AND GOODWILL AMORTIZATION
	 	 	122.3	 	 	 	65.9	 	 	 	147.0	 	 	 	78.8	 
	- NON OPERATING INCOME(a)
	 	 	59.8	 	 	 	(0.2	)	 	 	93.9	 	 	 	(1.9	)
	- GOODWILL AMORTIZATION(b)
	 	 	(9.5	)	 	 	(10.2	)	 	 	(26.7	)	 	 	(20.4	)
	NET INCOME
	 	 	172.6	 	 	 	55.5	 	 	 	214.2	 	 	 	56.5	 




	(a)	 	Déc. 99: including the release of the provision for geopolitical risks for
57 million euros, net of tax Déc 00: including Cogema capital gain of 69,9
million euros and Cal Dive capital gain of 39 million euros
	 
	(b)	 	June 01: including part of goodwill amortization of Aker in CSO for(3,9)
million euros











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	5.2.2	 	Consolidated Balance sheet




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	TECHNIP GROUP
	 	 	

	(in million euros)	 	December 31,	 	June 30,	 	December 31,	 	June 30,
	 	 	1999	 	2000	 	2000	 	2001
	 	 	
	 	
	 	
	 	

	ASSETS
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Intangible assets
	 	 	 	0.4	 	 	 	1.6	 	 	 	0.4	 	 	 	1.6
	Goodwill
	 	 	 	154.4	 	 	 	591.8	 	 	 	591.5	 	 	 	571.1
	Property, plant and equipment
	 	 	 	172.4	 	 	 	166.3	 	 	 	162.1	 	 	 	164.3
	Other investments and loans
	 	 	 	98.4	 	 	 	93.6	 	 	 	18.4	 	 	 	23.9
	Equity in non-consolidated affiliates
	 	 	 	6.2	 	 	 	226.1	 	 	 	278.3	 	 	 	291.0
	TOTAL FIXED ASSETS
	 	 	 	431.8	 	 	 	1,079.4	 	 	 	1,050.7	 	 	 	1,051.9
	Work in progress
	 	 	 	3,944.1	 	 	 	4,445.6	 	 	 	4,419.4	 	 	 	4,852.6
	Deferred bid costs
	 	 	 	4.3	 	 	 	10.1	 	 	 	6.7	 	 	 	10.6
	Other
	 	 	 	0.3	 	 	 	0.4	 	 	 	0.4	 	 	 	0.3
	INVENTORIES
	 	 	 	3,948.7	 	 	 	4,456.1	 	 	 	4,426.5	 	 	 	4,863.5
	Advances to suppliers
	 	 	 	130.2	 	 	 	147.4	 	 	 	108.4	 	 	 	134.5
	Accounts and notes receivable
	 	 	 	465.4	 	 	 	478.4	 	 	 	587.9	 	 	 	593.6
	Other receivables
	 	 	 	247.2	 	 	 	227.3	 	 	 	170.0	 	 	 	191.4
	RECEIVABLES
	 	 	 	712.6	 	 	 	705.7	 	 	 	757.9	 	 	 	785.0
	Marketable securities
	 	 	 	360.8	 	 	 	123.3	 	 	 	186.5	 	 	 	177.5
	Cash
	 	 	 	658.6	 	 	 	320.7	 	 	 	376.6	 	 	 	257.6
	CASH AND CASH EQUIVALENT
	 	 	 	1,019.4	 	 	 	444.0	 	 	 	563.1	 	 	 	435.1
	TOTAL ASSETS
	 	 	 	6,242.7	 	 	 	6,832.6	 	 	 	6,906.6	 	 	 	7,270.0
	LIABILITIES AND SHAREHOLDERS’ EQUITY
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Common stock
	 	 	 	48.1	 	 	 	48.1	 	 	 	48.9	 	 	 	49.0
	Retained earnings (parent company)
	 	 	 	290.3	 	 	 	409.4	 	 	 	428.5	 	 	 	442.5
	Retained earnings (subsidiaries)
	 	 	 	124.2	 	 	 	133.9	 	 	 	134.2	 	 	 	287.3
	Cumulative translation adjustment
	 	 	 	(1.3	)	 	 	0.7	 	 	 	(59.4	)	 	 	(48.2	)
	Net income
	 	 	 	172.6	 	 	 	55.5	 	 	 	214.2	 	 	 	56.5
	GROUP
	 	 	 	633.9	 	 	 	647.6	 	 	 	766.4	 	 	 	787.1
	Minority interests Common stock and retained earnings
	 	 	 	2.1	 	 	 	2.0	 	 	 	2.2	 	 	 	3.3
	Minority interests Net income
	 	 	 	0.2	 	 	 	0.8	 	 	 	1.2	 	 	 	0.9
	MINORITY INTERESTS
	 	 	 	2.3	 	 	 	2.8	 	 	 	3.4	 	 	 	4.2
	Provisions for liabilities and charges
	 	 	 	269.5	 	 	 	258.4	 	 	 	233.1	 	 	 	224.4
	Financial debt
	 	 	 	21.8	 	 	 	185.6	 	 	 	196.0	 	 	 	135.8
	Progress payments on contracts
	 	 	 	4,580.5	 	 	 	5,066.9	 	 	 	4,896.1	 	 	 	5,356.2
	Accounts and notes payable
	 	 	 	530.9	 	 	 	427.8	 	 	 	562.9	 	 	 	508.3
	Other creditors
	 	 	 	203.8	 	 	 	243.5	 	 	 	248.7	 	 	 	254.0
	LIABILITIES
	 	 	 	5,337.0	 	 	 	5,923.8	 	 	 	5,903.7	 	 	 	6,254.3
	TOTAL LIABILITIES & SHAREHOLDERS’ EQUITY
	 	 	 	6,242.7	 	 	 	6,832.6	 	 	 	6,906.6	 	 	 	7,270.0











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	5.2.3	 	Consolidated Statements of Cash Flows




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(in million euros)	 	2001	 	2000	 	1999	 	1998
	 	 	(6 months)	 	(12 months)	 	(12 months)	 	(12 months)
	 	 	
	 	
	 	
	 	

	CASH FLOW FROM OPERATING ACTIVITIES
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Net income before minority interests
	 	 	 	56.5	 	 	 	214.2	 	 	 	172.6	 	 	 	105.4	 
	Minority interests
	 	 	 	0.9	 	 	 	1.2	 	 	 	0.2	 	 	 	0.2	 
	Depreciation of tangible assets and goodwill amortization
	 	 	 	29.4	(r)	 	 	43.0	(h)	 	 	31.8	(c)	 	 	13.9	 
	Income of equity affiliates
	 	 	 	(8.9	)(s)	 	 	(22.1	)(i)	 	 	0.0	 	 	 	0.4	 
	Change in foreign exchange differences
	 	 	 	3.2	 	 	 	1.1	 	 	 	4.2	 	 	 	(0.7	)
	Change in provision for geopolitical risk
	 	 	 	0.0	 	 	 	—	 	 	 	(55.9	)(d)	 	 	3.0	 
	Net result on disposal of fixed assets
	 	 	 	(0.2	)	 	 	(121.3	)(j)	 	 	(4.3	)	 	 	(7.4	)
	Cash flow from operations
	 	 	 	80.9	 	 	 	116.1	 	 	 	148.6	 	 	 	114.8	 
	Change in working capital items
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Inventories
	 	 	 	(436.7	)	 	 	(260.4	)	 	 	(215.1	)	 	 	180.4	 
	Progress payments on contracts
	 	 	 	409.0	 	 	 	59.2	 	 	 	475.2	 	 	 	(180.7	)
	Other
	 	 	 	(84.5	)	 	 	(14.1	)(k)	 	 	(125.2	)	 	 	(68.1	)
	Net cash provided by (used in) operating activities
	 	 	A (31.3	)	 	 	(99.2	)	 	 	283.5	 	 	 	46.4	 
	CASH FLOW FROM INVESTING ACTIVITIES
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Capital expenditures (property, plant and equipment)
	 	 	 	(8.5	)	 	 	4.2	(l)	 	 	(8.4	)(e)	 	 	(7.3	)(a)
	Capital expenditures (intangibles)
	 	 	 	(1.4	)	 	 	—	 	 	 	0.3	 	 	 	0.0	 
	Change in financial investments
	 	 	 	(5.6	)	 	 	(530.1	)(n)	 	 	(155.1	)(f)	 	 	11.5	(b)
	Net cash provided by (used in) investing activities
	 	 	B (15.5	)	 	 	(525.9	)	 	 	(163.2	)	 	 	4.2	 
	CASH FLOW FROM FINANCING ACTIVITIES
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Increase (decrease) in short-term debts
	 	 	 	(60.2	)(t)	 	 	173.6	(o)	 	 	(55.9	)	 	 	(3.7	)
	Increase (decrease) in long-term debts
	 	 	 	0.0	 	 	 	(2.5	)	 	 	(0.3	)	 	 	(17.3	)
	Decrease in minority interests
	 	 	 	0.8	 	 	 	0.1	 	 	 	(0.6	)	 	 	(0.8	)
	Parent company equity
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	— capital increase
	 	 	 	2.0	 	 	 	22.3	 	 	 	12.5	 	 	 	10.3	 
	— capital decrease
	 	 	 	0.0	 	 	 	0.0	 	 	 	(19.8	)	 	 	(75.4	)
	— dividends paid
	 	 	 	(50.9	)	 	 	(46.0	)	 	 	(37.7	)	 	 	(36.2	)
	— acquisition of treasury shares
	 	 	 	(1.2	)	 	 	(21.5	)(p)	 	 	 	 	 	 	 	 
	Change in group structure
	 	 	 	 	 	 	 	—	 	 	 	(0.5	)	 	 	(0.2	)
	Net cash provided (used in) financing activities
	 	 	C (109.5	)	 	 	126.0	 	 	 	(102.3	)	 	 	(123.3	)
	NET INCREASE (DECREASE) IN CASH
	 	 	 	A+B+C (156.3	)	 	 	(499.1	)	 	 	18.0	 	 	 	(72.7	)
	CHANGE IN GROUP STRUCTURE
	 	 	 	28.3	(u)	 	 	42.8	(q)	 	 	140.0	(g)	 	 	 	 
	CASH AT THE BEGINNING OF THE PERIOD
	 	 	 	563.1	 	 	 	1,019.4	 	 	 	859.4	 	 	 	932.1	 
	CASH AT THE END OF THE PERIOD
	 	 	 	435.1	 	 	 	563.1	 	 	 	1,017.4	 	 	 	859.4	 
	CASH AND CASH EQUIVALENT
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Cash and marketable securities
	 	 	 	435.1	 	 	 	563.1	 	 	 	1,019.4	 	 	 	861.5	 
	Bank overdrafts
	 	 	 	0.0	 	 	 	0.0	 	 	 	(2.0	)	 	 	(2.1	)
	TOTAL
	 	 	 	435.1	 	 	 	563.1	 	 	 	1,017.4	 	 	 	859.4	 




	(a)	 	Corresponds to the acquisitions of 10.6 millions euros net of disposal of
3.3 million euros.
	 
	(b)	 	Represents the disposal of Speichim Processing.
	 
	(c)	 	Including goodwill amortization of 9.5 million euros (KTI/MDEU: 8 million
euros).
	 
	(d)	 	Including the release of the provision for geopolitical risk, net of tax
(90 — 33 = 57 million euros).
	 
	(e)	 	Corresponds to acquisitions of 9.6 million euros less disposal of 1.2
million euros.
	 
	(f)	 	Includes mainly the acquisition of KTI/MDEU from Mannesmann for 160 million
euros and the disposal of Cogema for 8.5 million euros.
	 
	(g)	 	Cash held by the subsidiaries KTI/MDEU at the time of acquisition (274
million DEM or 140 million euros).











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	(h)	 	Including goodwill amortization of 26.7 million euros (KTI/MDEU: 8 million
et COFLEXIP: 16.8 million).
	 
	(i)	 	Mainly equity in the income of Coflexip amounting to 60 million euros,
reported as 21 million in income of equity affiliates and the 39 million euros
as non operating income.
	 
	(j)	 	Mainly the capital gain of 69.9 million euros on the disposal of Cogema
shares and the 39 million euros share in equity accounted in the non operating
income of Coflexip.
	 
	(k)	 	Including the collection of the Mannesmann receivable of 63.4 million euros
or DEM 124 million.
	 
	(l)	 	Corresponds to acquisitions of 14 million euros less disposal of 18.2
million euros, including TP Germany equipment of 12.2 million euros.
	 
	(m)	 	Research and development costs are fully accounted for as operating costs
(note 1 m).
	 
	(n)	 	Represents mainly the acquisition of 29.7% in Coflexip for 659.6 million
euros (including 2.9 million euros of net acquisition costs) and the
acquisition of the additional 50% in Krebs Speichim 21.7 million euros, less
the disposal of the shareholding in Cogema for 151.6 million euros.
	 
	(o)	 	Mainly commercial paper issued of 190 million euros at December 31, 2000.
	 
	(p)	 	Treasury shares are reported
as a deduction from shareholders’ equity with
effect from 2000. Their value was 37.7 million euros at December 31, 1999 and
59.2 million euros at December 31, 2000 (note 1.q).
	 
	(q)	 	Cash arising mainly from the acquisition of the additional 50% in Krebs
Speichim.
	 
	(r)	 	Including goodwill amortization of 20.4 million euros (mainly CSO: 11.2 and
Aker: 3.9)
	 
	(s)	 	Our equity in the income of equity accounting companies, 16
million euros, less the cashed dividends (CSO + IPEDEX: 7.1)
	 
	(t)	 	Including the
change related to the pay-back of commercial papers for 60 million euros.
	 
	(u)	 	Mainly linked to Janteka consortium consolidation (cash at the beginning of
the period: 14 million euros)














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5.2.4 Consolidated statement of changes in shareholders’ equity (in million euros)




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Stock issued	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Cumulative	 	 	 	 	 	 	 	 	 	 	 
	 	 	No of shares	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	translation	 	Treasury	 	 	 	 	 	Shareholders’
	 	 	outstanding	 	Common stock	 	Paid in surplus	 	Parent company	 	Subsidiaries	 	adjustment	 	shares (a)	 	Net income	 	Equity
	 	 	
	 	
	 	
	 	
	 	
	 	
	 	
	 	
	 	

	As of December 31,1996
	 	 	16,270,324	 	 	 	49.6	 	 	 	11.4	 	 	 	157.1	 	 	 	122.8	 	 	 	(3.8	)	 	 	 	 	 	 	81.4	 	 	 	418.5	 
	Increase in common stock
	 	 	262,225	 	 	 	0.8	 	 	 	10.2	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	11.0	 
	Appropriation of net income 1996
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	31.3	 	 	 	24.1	 	 	 	 	 	 	 	 	 	 	 	(81.4	)	 	 	(26.0	)
	Translation adjustment 1997
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(1.1	)	 	 	 	 	 	 	 	 	 	 	(1.1	)
	Changes in group structure
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0.4	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0.4	 
	Net income 1997
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	95.6	 	 	 	95.6	 
	Other
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0.0	 
	As of December 31, 1997
	 	 	16,532,549	 	 	 	50.4	 	 	 	21.6	 	 	 	188.4	 	 	 	147.3	 	 	 	(4.9	)	 	 	 	 	 	 	95.6	 	 	 	498.4	 
	Increase in common stock
	 	 	221,326	 	 	 	0.7	 	 	 	9.6	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	10.3	 
	Appropriation of net income 1997
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	112.3	 	 	 	(52.9	)	 	 	 	 	 	 	 	 	 	 	(95.6	)	 	 	(36.2	)
	Translation adjustment 1998
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(0.7	)	 	 	 	 	 	 	 	 	 	 	(0.7	)
	Capital decrease
	 	 	(977,876	)	 	 	(3.0	)	 	 	 	 	 	 	(72.4	)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(75.4	)
	Changes in group structure
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(0.2	)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(0.2	)
	Net income 1998
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	105.4	 	 	 	105.4	 
	As of December 31, 1998
	 	 	15,775,999	 	 	 	48.1	 	 	 	31.2	 	 	 	228.3	 	 	 	94.2	 	 	 	(5.6	)	 	 	 	 	 	 	105.4	 	 	 	501.6	 
	Increase in common stock
	 	 	220,815	 	 	 	0.7	 	 	 	11.8	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	12.5	 
	Appropriation of net income 1998
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	37.1	 	 	 	30.5	 	 	 	 	 	 	 	 	 	 	 	(105.4	)	 	 	(37.8	)
	Translation adjustment 1999
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	4.2	 	 	 	 	 	 	 	4.2	 	 	 	 	 
	Capital decrease
	 	 	(238,277	)	 	 	(0.7	)	 	 	 	 	 	 	(19.0	)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(19.7	)
	Provisions
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	1.0	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	1.0	 
	Changes in group structure
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(0.5	)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(0.5	)
	Net income 1999
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	172.6	 	 	 	172.6	 
	As of December 31, 1999
	 	 	15,758,537	 	 	 	48.1	 	 	 	43.0	 	 	 	247.4	 	 	 	124.2	 	 	 	(1.4	)	 	 	 	 	 	 	172.6	 	 	 	633.9	 
	Increase in common stock
	 	 	270,768	 	 	 	0.8	 	 	 	23.6	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	24.4	 
	Appropriation of net income 1999
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	114.4	 	 	 	10.0	 	 	 	 	 	 	 	 	 	 	 	(172.6	)	 	 	(48.2	)
	Translation adjustment 2000
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	1.3	 	 	 	 	 	 	 	 	 	 	 	1.3	 
	Net income 2000
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	214.2	 	 	 	214.2	 
	Treasury shares(a)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(59.2	)	 	 	(59.2	)
	As of December 31, 2000
	 	 	16,029,305	 	 	 	48.9	 	 	 	66.6	 	 	 	361.8	 	 	 	134.2	 	 	 	(0.1	)	 	 	(59.2	)	 	 	214.2	 	 	 	766.4	 
	Increase in common stock
	 	 	26,300	 	 	 	0.1	 	 	 	2.0	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	2.1	 
	Appropriation of net income 2000
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	12.1	 	 	 	153.1	 	 	 	 	 	 	 	 	 	 	 	(214.2	)	 	 	(49.0	)
	Translation adjustment 2001
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	9.9	 	 	 	 	 	 	 	 	 	 	 	9.9	 
	Net income 2001
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	56.5	 	 	 	56.5	 
	Treasury shares(b)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	1.2	 	 	 	1.2	 
	As of June 30, 2001
	 	 	16,055,605	 	 	 	49.0	 	 	 	68.6	 	 	 	373.9	 	 	 	287.3	 	 	 	9.8	 	 	 	(58.0	)	 	 	56.5	 	 	 	787.1	 




	(a)	 	In accordance with note 1.q, the treasury shares are recorded as a
deduction from shareholders equity at December 31, 2000
	 
	(b)	 	The number of treasury shares is 596,381, of which 527,807 are allocated to
stock options plans.











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5.2.5     Notes to the Consolidated Financial Statements



5.2.5.1     Accounting policies




	(a)	 	Summary of accounting policies



The consolidated financial statements of the Technip Group have been prepared
in accordance with the French regulations and particularly with the regulation
99.02 of the “Comité de Réglementation Comptable” approved by decree dated June
22, 1999.



	(b)	 	Consolidation methods



Subsidiaries controlled by Technip are fully consolidated.


nbsp;    Companies owned 20% to 50% by Technip are recorded using the equity method.


The proportional consolidation method is used for affiliates TECHNIP manages
jointly with other partners.



	(c)	 	Translation of foreign subsidiaries’ financial statements



The balance sheet is translated at the rates of exchange prevailing at the
balance sheet dates. The income statement is translated at the average rates of
exchange for the period.


Differences arising from changes in exchange rates are reflected as adjustments
to “Shareholders’ equity”.


The main closing and average currency rates used for translation purposes are
summarized in the table below:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	06.30.01	 	12.31.00	 	06.30.00	 	12.31.99
	 	 	
	 	
	 	
	 	

	 	 	Closing Rate	 	Average Rate	 	Closing Rate	 	Average Rate	 	Closing Rate	 	Average Rate	 	Closing Rate	 	Average Rate
	 	 	
	 	
	 	
	 	
	 	
	 	
	 	
	 	

	Euro
	 	 	6.55957	 	 	 	6.55957	 	 	 	6.55957	 	 	 	6.55957	 	 	 	6.55957	 	 	 	6.55957	 	 	 	6.55957	 	 	 	6.55957	 
	Italian Lira (thousand)
	 	 	3.39	 	 	 	3.39	 	 	 	3.39	 	 	 	3.39	 	 	 	3.39	 	 	 	3.39	 	 	 	3.39	 	 	 	3.39	 
	Peseta
	 	 	0.03942	 	 	 	0.03942	 	 	 	0.03942	 	 	 	0.03942	 	 	 	0.03942	 	 	 	0.03942	 	 	 	0.03942	 	 	 	0.03942	 
	US Dollar
	 	 	7.73534	 	 	 	7.35558	 	 	 	7.04951	 	 	 	7.10202	 	 	 	6.86435	 	 	 	6.85435	 	 	 	6.52953	 	 	 	6.14979	 
	Escudo
	 	 	0.03272	 	 	 	0.03272	 	 	 	0.03272	 	 	 	0.03272	 	 	 	0.03272	 	 	 	0.03272	 	 	 	0.03272	 	 	 	0.03272	 
	Swiss Franc
	 	 	4.30757	 	 	 	4.29056	 	 	 	4.30644	 	 	 	4.20537	 	 	 	4.21133	 	 	 	4.13288	 	 	 	4.08671	 	 	 	4.09640	 
	Malayan Ringgit
	 	 	2.03872	 	 	 	1.93693	 	 	 	1.85582	 	 	 	1.86777	 	 	 	1.80347	 	 	 	1.80140	 	 	 	1.71784	 	 	 	1.61533	 
	Belgian Franc
	 	 	0.16261	 	 	 	0.16261	 	 	 	0.16261	 	 	 	0.16261	 	 	 	0.16261	 	 	 	0.16261	 	 	 	0.16261	 	 	 	0.16261	 
	Mark Deutsche
	 	 	3.35386	 	 	 	3.35386	 	 	 	3.35386	 	 	 	3.35386	 	 	 	3.35386	 	 	 	3.35386	 	 	 	3.35386	 	 	 	3.35386	 
	Brazilian Real
	 	 	3.34638	 	 	 	3.44071	 	 	 	3.62287	 	 	 	3.87913	 	 	 	3.79869	 	 	 	3.83033	 	 	 	3.61748	 	 	 	3.45362	 
	Chinese Yuan
	 	 	0.9343	 	 	 	0.88856	 	 	 	0.85159	 	 	 	0.85787	 	 	 	0.82921	 	 	 	0.82801	 	 	 	0.78859	 	 	 	0.74285	 
	Pound sterling pound
	 	 	10.87642	 	 	 	10.58909	 	 	 	10.51045	 	 	 	10.7768	 	 	 	10.37414	 	 	 	10.75505	 	 	 	10.55102	 	 	 	9.94913	 
	Saudi Ryal
	 	 	2.06256	 	 	 	1.96309	 	 	 	1.89277	 	 	 	1.89499	 	 	 	1.83024	 	 	 	1.82850	 	 	 	1.74105	 	 	 	1.63881	 
	Dutch Guilder
	 	 	2.97661	 	 	 	2.97661	 	 	 	2.97661	 	 	 	2.97661	 	 	 	2.97661	 	 	 	2.97661	 	 	 	2.97661	 	 	 	2.97661	 




	(d)	 	Intangible assets



Intangible assets are amortized over five years.


Royalties related to micro or large system software are recorded as operating
expenses.



	(e)	 	Goodwill



Initial consolidation differences which are clearly identified are allocated to
the relevant asset items. Their depreciation is computed according to the same
principle. Tangible fixed assets are depreciated over their remaining lives. No
depreciation is provided for non-depreciable assets such as land or building
rights.


Unallocated initial consolidation differences, if significant, are reported as
Goodwill and amortized over a period of 5 or 20 years depending on the activity
of the company concerned.










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	(f)	 	Fixed assets



Fixed assets are recorded at cost and are depreciated over their estimated
useful lives.


Depreciation rates are as follows:



	 	 	 	 	 
	Buildings
	 	2% to 4%
	Improvement & Installation
	 	10% to 12.5%
	Furniture
	 	10% to 15%
	Office equipement
	 	20%
	Transport equipement
	 	20%
	EDP/Mainframe
	 	 	20%
	EDP/PC
	 	20% to 33%




	(g)	 	Valuation of work in progress (WIp)



Costs accumulated in WIP include:



	—	 	All costs incurred in relation to contracts, including
equipment and material purchases, subcontracted
services, man-hours and miscellaneous services;
	 
	—	 	The hourly rates of the personnel directly assigned to
the contract include an overhead factor covering all
operating expenses except for selling, research and
development expenses and underactivity costs.



Interest expenses are not included in work in progress.



	(h)	 	Long-term contracts: margin recognition



The percentage of completion method is applied for long-term contracts which
are significant in terms of turnover as well as expected profit, when a
sufficient level of completion is reached. Under this method and until
completion, the related costs are recognized when incurred and transferred to
Work in Progress, and the net margin recognized in profit is recorded as a
receivable.


Revenue and gross margin on long-term contracts are determined using the
percentage-of-completion method. This method is based on technical milestones
that the management considers to stand for the best measure of progress of
these contracts. The percentage-of-completion ratio representing the progress
of the contract is computed consistently for all contracts as follows:



	—	 	engineering and construction parts of the contract are based on hours
spent valued using costs incurred to date,
	 
	—	 	procurement part of the contract is based on partial or complete
deliveries of purchases and valued using the cost of the related
purchase.



Full allowance is made for foreseeable losses in the case of unprofitable
long-term contracts.


At completion, provisions are made as necessary to cover pending contingencies
and expenses.


Long-term contracts gross margins are based on an estimate of total costs at
completion, which are reviewed and revised periodically throughout the life of
the contract.



	(i)	 	Deferred bid costs



If directly attributable to a future contract, the signature of which can be
reasonably expected, pre-award costs are recognized as inventories and
transferred to Work in Progress upon final contract award.


This amount is depreciated in relation to the probability of success.



	(j)	 	Receivables



Receivables are valued at their nominal value. A provision is recorded as soon
as it is determined that the debtor is likely not to pay.



	(k)	 	Marketable securities











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Marketable securities are valued at their market value at closing date.



	(l)	 	Provisions for liabilities and charges



Provisions for liabilities and charges are based on the management’s assessment
of risk incurred using the best available information.



	—	 	Foreseeable losses on contracts. Full allowance is made for foreseeable losses in the case of unprofitable long-term
contracts.
	 
	—	 	Contingencies related to contracts. This provision concerns litigation on contracts.
	 
	—	 	Geopolitical risks. Previously a provision for geopolitical risk was computed each year using various risk assessments and
the remaining works on contracts in progress.



This provision has never been used and no significant changes affected it during the last years.
In 1999, this provision was no longer justified because of:



	—	 	the diversification of the risks relating to foreign countries and customers,
	 
	—	 	the growth of Technip Group and its robust financial structure,
	 
	—	 	the reallocation of risks with joint venture partners especially after the
acquisition of KTI / MDEU,
	 
	—	 	the operational and legal reorganization of the Group with the establishment
of an holding company,



as a result, the geopolitical provision was released in 1999.


Provisions for liabilities and charges are now in accordance with the
statements of international accounting standards.



	—	 	Expenses to complete contracts. At the time of the sale of a contract, pending charges and works to be performed
to reach the final acceptance are accounted for as “Expenses to complete contracts”.
	 
	—	 	Provision for retirement indemnities. They include:




	 	—	 	retirement indemnities, which are to be paid at retirement date,
	 
	 	—	 	deferred wages indemnities, which are to be paid when employees leave the company,
	 
	 	—	 	retirement indemnities which are to be paid as pension.



The actuarial estimation is based on usual parameters such as future wage and
salary increases, life expectancy, turnover of staff and rate of return on
investment.



	—	 	Restructuring expenses. As soon as a restructuring action is decided, it
is planned and costed. The total cost is fully recorded in the year the
decision is made.




	(m)	 	Research and Development costs



Research and Development costs incurred during the year are recorded for as
operating expenses, unless the technical feasibility of the project or its
economic return can be clearly demonstrated.



	(n)	 	Financial result



Financial income arising from contracts is included in turnover.


Only the financial result not allocated to contracts is included within this
category.



	(o)	 	Deferred tax



Deferred taxes are provided on items recognized in different periods for
financial reporting and tax purposes following the liability method, under
which deferred taxes are computed by utilizing the rate expected to be in
effect when the tax becomes payable.


If the balance leads to a deferred taxation charge, it is accounted for as a
liability. If such balance is an asset likely to be offset against future
taxable income, it is accounted for as a receivable.




	(p)	 	Diluted earnings per share











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Diluted earnings per share is computed on a number of shares representing the
number of shares outstanding at the closing date, as well as the number of
stock options allocated.



	(q)	 	Treasury shares



Beginning December 31, 2000, treasury shares have been presented as a deduction
from shareholders’ equity.



	(r)	 	Presentation of the consolidated financial statements in euros



The information provided in euros concerning the financial statements as at
June 30, 2001, December 31, 2000, June 30, 2000 and December 31, 1999 is
expressed on the basis of the fixed exchange rate applicable since January 1,
1999.


5.2.5.2     Changes in the group structure




	(a)	 	Evolution



As of June 30, 2001, 53 companies are included in TECHNIP Group’s consolidated
financial statements, as shown in the attached organization chart.


The table below presents an analysis of the changes in the group structure for
2001, 2000 and 1999:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Number of companies	 	06/30/01	 	12/31/00	 	06/30/00	 	12/31/99
	
	 	
	 	
	 	
	 	

	Parent company and fully consolidated subsidiaries
	 	 	44	 	 	 	39	 	 	 	38	 	 	 	36	 
	Companies accounted for under the equity method
	 	 	2	 	 	 	2	 	 	 	2	 	 	 	1	 
	Joint ventures accounted for under proportional
consolidation method
	 	 	7	 	 	 	5	 	 	 	4	 	 	 	4	 
	 
	 	 	
	 	 	 	
	 	 	 	
	 	 	 	
	 
	Total
	 	 	53	 	 	 	46	 	 	 	44	 	 	 	41	 




	(b)	 	Effect



The changes to the consolidation correspond essentially to legal modifications
(direct consolidation of the Krebs Speichim subsidiaries at June 30, 2001 which
were previously consolidated at another level and accounted for as one entity)
without a significant increase in activity.


5.2.6     Supplemental Note



The sectoral breakdown by sales and EBITA as of June 30, 2001 (6 months of
activity) is as follows (in millions of euros):



	 	 	 	 	 	 	 	 	 
	Sectors	 	Sales	 	EBITA
	
	 	
	 	

	Production
	 	 	360	 	 	 	32.5	 
	Refining
	 	 	366	 	 	 	29.7	 
	Hydrochemical
	 	 	489	 	 	 	32.6	 
	Industry
	 	 	255	 	 	 	3.5	 
	Total
	 	 	1,470	 	 	 	98.3	 











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5.3     UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION AS OF SEPTEMBER 30, 2001



5.3.1     Methods
used for preparing TECHNIP-COFLEXIP pro forma condensed combined
financial information as of

             September 30, 2001



The accompanying unaudited pro forma condensed combined financial information
as of September 30, 2001 gives effect to the combinations of Technip, Isis and
Coflexip.


The unaudited pro forma condensed combined financial information has been
prepared from the historical consolidated financial statements of Technip as of
September 30, 2001, which have been prepared in accordance with French GAAP and
those of Coflexip, which have been prepared in accordance with French GAAP.
These financial statements have been prepared with the same methodology as used
for former fiscal years. The unaudited pro forma condensed financial
information include also unaudited historical statutory financial statements of
Isis, which have been prepared in accordance with French GAAP.


Consolidated financial statements of Coflexip were published in a press release
on November 13, 2001. They have included Aker’s Deepwater Division since
January 4, 2001.


The unaudited pro forma condensed combined financial information is presented
for informational purposes only and is not necessarily indicative of what
TECHNIP-COFLEXIP’s financial position or result of operations would have been
if the contemplated transactions had been completed on the dates indicated, nor
does it purport to be indicative of future financial positions or results of
operations. This data should be read in conjunction with the historical
financial statements and the notes to the historical financial statements of
Technip, Coflexip and Isis.



5.3.2     Description of main operations



5.3.2.1     Balance sheets as of September 30, 2001



The TECHNIP-COFLEXIP unaudited pro forma condensed combined balance sheets as
of September 30, 2001 has been prepared under French GAAP as if the following
transactions had occurred on September 30, 2001:



	—	 	the acquisition of an additional 52.47% interest in Coflexip (or
9,892,839 Coflexip shares) to be paid either in Technip shares
with an exchange ratio basis of 9 Technip shares for every 8
Coflexip shares or with an aggregate cash compensation for
5,000,000 Coflexip shares (or an aggregate payment of 995 million
euros or 199 euros for each Coflexip share);
	 
	—	 	the acquisition of 99.05% Isis shares (or 4,601,170 shares) to
be paid with Technip shares with an exchange ratio basis of 11
Technip shares for every 10 Isis shares;
	 
	—	 	the disposition of Isis’ non-listed subsidiaries and affiliates
for a total sales price of 205 million euros, which was totally
achieved as of September 30, 2001;
	 
	—	 	the valuation of Compagnie Générale de Géophysique S.A. (‘CGG’)
1,436,622 shares held by Isis to their historical price (or 73.1
million euros) considering the application under certain
conditions of two exchange agreements between Isis and IFP in a 36
months period. This 73.1 million euros amount represents a
TECHNIP-COFLEXIP share value of 143 euros;
	 
	—	 	the origination of a financial loan amounting to 1,030 million
euros to finance the acquisition of Coflexip shares to be paid
with an aggregate amount of 995 million euros and other
acquisition costs (or 35 million euros);



5.3.2.2     Income statements for the 9 months ended September 30, 2001



The TECHNIP-COFLEXIP unaudited pro forma condensed combined income statements
for the 9 months ended September 30, 2001 has been prepared under French GAAP
as if the transactions described above in paragraph 5.3.2.1 had ocurred on
January 1st, 2001.


5.3.2.3     Contemplated acquisition of an additional 69.10% interest in Coflexip



The acquisition of an additional 69.10% interest in Coflexip (52.47% from
public offer on Coflexip shares and 16.63% from the public exchange offer on
Isis shares) triggers that the Technip’s total interest in Coflexip (or 98.36%
on a September 30, 2001 capital basis) is fully consolidated.


The contemplated acquisition of these Coflexip shares has been accounted for
using the purchase method of accounting, whereby the portion of the assets and
liabilities of Coflexip acquired are to be adjusted to the estimated fair value
and the excess of the purchase price over the net fair values of tangible and
identifiable intangible assets and assumed liabilities is recorded as goodwill.
As the purchase price allocation is preliminary,










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therefore, the allocations
reflected in the unaudited pro forma condensed combined financial information
may differ from the amounts ultimately recorded.


The unaudited pro forma condensed combined statements of income include
goodwill amortization related to this acquisition and an additional
depreciation related to the fair value of assets acquired since January 1st,
2001.


5.3.2.4     Contemplated acquisition of 99.05% interest of Isis and the disposition of the non-listed companies currently held by Isis



The acquisition of the Isis shares has been accounted for using the purchase
method of accounting, whereby the portion of assets and liabilities of Isis
acquired are to be adjusted to the estimated fair value and the excess of the
purchase price over the net fair values of tangible and identifiable intangible
assets and assumed liabilities is recorded as goodwill.


This allocation leads to reclassify the whole purchase price to be allocated to
Isis investments (Technip and Coflexip shares; CGG shares remain at their
historical price).


The disposition of the non-listed subsidiaries and affiliates currently held by
Isis is considered to be completed as of September 30, 2001 and is recorded in
the unaudited pro forma condensed combined financial information after tax
using a 20% income tax rate.


5.3.3     Notes to pro forma condensed combined balance sheets



The main adjustments achieved in the unaudited condensed combined pro forma
balance sheet as of September 30, 2001 can be explained as follows:


5.3.3.1     Technip balance sheet



A—Represents the cancellation of Coflexip shares accounted under the equity
method (corresponding to 5,518,195 shares acquired in April 2000) in
consolidation as of September 30, 2001 for 278.4 million euros as a result of
the full consolidation of Coflexip in the pro forma balance sheet.


B—Represents the bank loan taken by Technip for 1,030 million euros to finance
the acquisition of 5,000,000 Coflexip shares to be paid in cash as foreseen in
the public offer (995 million euros) including some acquisition costs (35
million euros).


C—Reflects the net amount of the acquisition costs (42 million euros, less the
part financed by the bank loan of 35 million euros).


D—Represents the 13.3 million euros deferred tax asset on the acquisition
costs expensed by Technip for 37 million euros.


E—Reflects on the one hand the purchase price to be allocated which amounts to
1,349.6 million euros related to the acquisition of Coflexip 52.47% shares,
less values allocated to the acquired assets (ships, buildings, patents) for
76.1 million euros detailed below and also on the other hand the value of the
patents owned by Coflexip, temporarily valued preliminary at 34.6 million euros
which is adjusted by 5.9 million euros related to goodwill.



	 	 	 	 	 	 	 	 	 	 	 	 	 
	Goodwill calculation on 69.10% interest in Coflexip acquired	 	 	 	 	 	In million euros	 	Adjustment
	
	 	 	 	 	 	
	 	

	Issuance of 5,504,436 Technip shares at a share price of 147.99 euros
	 	 	 	 	 	 	814.6	 	 	 	 	 
	Payment in cash of 5,000,000 Coflexip shares at a share price of 199 euros
	 	 	 	 	 	 	995.0	 	 	 	 	 
	Fees and acquisition costs
	 	 	 	 	 	 	42.0	 	 	 	 	 
	Deferred tax on fees and acquisition costs
	 	 	 	 	 	 	(13.3	)	 	 	 	 
	Total purchase price of 52.47% interest in Coflexip
	 	 	 	 	 	 	1,838.3	 	 	 	 	 
	Net equity purchased as of September 30, 2001 (52.47% x 931.3 million euros)
	 	 	 	 	 	 	(488.7	)	 	 	 	 
	Purchase price to be allocated on 52.47% interest in Coflexip acquired through the
public offer
	 	 	 	 	 	 	1,349.6	 	 	 	1,349.6	 
	Purchase price to be allocated on 16.63% interest in Coflexip acquired through the
public offer on Isis (Note I)
	 	 	 	 	 	 	187.4	 	 	 	 	 
	Neutralization of the Coflexip’s preexisting net goodwill
	 	 	 	 	 	 	578.1	 	 	 	 	 
	Purchase price to be allocated on 69.10% interest in Coflexip acquired
	 	 	 	 	 	 	2,115.1	 	 	 	 	 
	Preliminary allocation to the purchased elements :
	 	 	 	 	 	 	 	 	 	 	 	 
	— Tangible assets (ships and buildings)
	 	 	(110.6	)	 	 	 	 	 	 	 	 
	— Patents
	 	 	(34.6	)	 	 	 	 	 	 	34.6	 











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	— Other
	 	 	 	15.9	 	 	 	 	 	 	 	 	 
	— Deferred tax
	 	 	 	53.2	 }	 	 	69.1	 	 	 	 	 
	 
	 	 	 	(76.1	)	 	 	(76.1	)	 	 	(76.1	)
	Remaining goodwill on 69.10% interest in Coflexip shares acquired through public
offers
	 	 	 	 	 	 	 	2,039.0	(*)	 	 	 	 
	Other goodwill adjustment
	 	 	 	 	 	 	 	 	 	 	 	5.9	 
	 
	 	 	 	 	 	 	 	 	 	 	 	1,314.0	 




	(*)	 	The allocation of this goodwill is still being analysed. The conclusions of
these analysis are not yet available, but they will probably lead to a lower
valuation of the business “floaters” compared to its original value.



F—Represents the impact on common stock and additional paid-in surplus of the
Technip shares for compensation to Coflexip and Isis shares tendered in the
setting of the public offer and secondly the reclassification of Technip shares
owned by Isis reducing the paid-in surplus:



	—	 	Acquisition of the Coflexip shares through the public exchange offer :
Issuance of 5,504,436 Technip shares valued at 147.99 euros, or a 16.8
million euros common stock increase and a 797.8 million euros paid-in
surplus increase.
	 
	—	 	Acquisition of Isis shares through the public exchange offer :
Issuance of 5,061,287 Technip shares valued at 147.99 euros, or a 15.4
million euros common stock increase and a 733.6 million euros paid-in
surplus increase.
	 
	—	 	Reclassification of 1,808,359 Technip shares owned by Isis : Decrease
in the paid-in surplus of (193.1) million euros.



G—Corresponds to the preliminary allocation of the Coflexip’s purchase price
to be allocated related to tangible assets (ships, buildings). See note E.


5.3.3.2     Isis balance sheet



H—Isis historical statutory balance sheet as of September 30, 2001 does not
include all the dispositions of non-listed subsidiairies and affiliates,
whereas the pro forma statements account for all dispositions amounting to 205
million euros.


After the disposition of the non-listed subsidiaries, the listed firms
(Technip, Coflexip and CGG) valued at their historical price and the cash are
the only assets in the balance sheet which includes also the shareholders’
equity, indebtedness, capital gains-taxes and other liabilities.


As of September 30, 2001 cash and cash equivalent amounts to 202.5 million euros and is detailed as follows:



	—	 	205 million euros from the disposition of the non-listed subsidiaries
and affiliates shares less 9.5 million euros remitted for the Axens
dividends according to the disposition contract.
	 
	—	 	7 million euros from remanent cash in accordance with the terms of the
contribution contract applied on a June 30, 2001 basis.



The differences on these captions between the reported historical balance sheet
and the balance sheet after full disposition or contribution of non-listed
subsidiaries and affiliates are adjusted.



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Historical	 	Balance sheet after	 	
	 	 	statutory	 	disposition	 
	 	 	balance	 	of non-listed	 	 	 	 
	 	 	sheet	 	companies	 	Adjustments
	 	 	
	 	
	 	

	ASSETS
	 	 	 	 	 	 	 	 	 	 	 	 
	Investments
	 	 	204.0	 	 	 	161.0	 	 	 	(43.0	)
	Other current assets
	 	 	99.2	 	 	 	—	 	 	 	(99.2	)
	Cash and cash equivalents
	 	 	84.8	 	 	 	202.5	 	 	 	117.7	 
	 
	 	 	388.0	 	 	 	363.5	 	 	 	 	 
	LIABILITIES
	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders’ equity
	 	 	244.9	 	 	 	304.4	 	 	 	59.5	 
	Long-term debt
	 	 	38.6	 	 	 	31.0	 	 	 	(7.6	)











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	Other payables
	 	 	104.5	 	 	 	28.1	 	 	 	(76.4	)
	 
	 	 	388.0	 	 	 	363.5	 	 	 	 	 



I—The purchase price to be allocated from the acquisition of Isis shares is
determined as follows:



	 	 	 	 	 
	 	 	In million euros
	 	 	

	Issuance of 5,061,287 Technip shares at a share price of Euro 147.99
	 	 	749.0	 
	Net equity acquired as of September 30, 2001 (99.05% x 304.4 million euros)
	 	 	(301.5	)
	Purchase price to be allocated
	 	 	447.5	 



This purchase price to be allocated of 447.5 million euros is allocated to
Technip and Coflexip shares; CGG shares remain at their historical value. This
purchase price to be allocated allocation has been performed according to the
weight of Technip and Coflexip shares.



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Historical value	 	Allocation	 	Reassessed value
	 	 	
	 	
	 	

	Technip shares
	 	 	31.7 +	 	 	 	161.4 =	 	 	 	193.1	 
	Coflexip shares
	 	 	56.2 +	 	 	 	286.1 =	 	 	 	342.3	 
	 
	 	 	 	 	 	 	447.5	 	 	 	535.5	 



The above-mentioned allocation of the purchase price to be allocated on
Coflexip shares (286.1 million euros) also considers the difference between
the portion of consolidated net equity (154.9 million euros corresponding to
16.63% of 931.3 million euros), eliminated in consolidation, and the Coflexip
shares’ value (56.2 million euros) retained, or (98.7) million euros.
Therefore, the final allocation of the purchase price to be allocated on
Coflexip shares amounts to 187.4 million euros.


As specified in Note F, the reallocated Technip shares (treasury shares) have
been reclassified as a reduction to the paid-in surplus.


J—(130.9) million euros is the difference on investments between Isis
historical balance sheet and the balance sheet after disposition of non-listed
subsidiaries and affiliates for (43.0) million euros (see Note H), the
elimination of Coflexip shares for 56.2 million euros in the consolidation, and
the elimination of Technip shares for 31.7 million euros as treasury shares.


CGG shares remain at their historical net value for 73.1 million euros.

K—2.9 million euros of minority interests are recorded in shareholders’ equity for 0.95%.


5.3.3.3     Coflexip balance sheet



L—Net equity is eliminated in accordance with the consolidation method.


M—15.2 million euros of minority interests are calculated on a 1.46% basis,
excluding 34,415 treasury shares representing 0.18% of the Coflexip common
stock as of September 30, 2001.


N—Coflexip’s accounting methods allow that “progress payments on contracts”
are recorded in reduction of the “work in progress” caption, whereas the
accounting methods of TECHNIP-COFLEXIP allow their recording in liabilities
until contract delivery. As a consequence, the 656.8 million euros adjustment
reflects the harmonization of the financial statements as of September 30,
2001.


5.3.4     Notes to proforma condensed combined statements of income



The main adjustments in the unaudited condensed combined statements of income
for the nine months ended September 30, 2001 are detailed as follows:


5.3.4.1     Technip Statement of Income



O—Reflects the elimination of Coflexip’s income under equity method (15.5
million euros) in Technip’s historical financial statements.


P—Represents 9 months of financial interests (20 million euros) net of tax
related to the 1,030 million euros loan taken at the beginning of October 2001
to finance the acquisition of Coflexip shares. The rate used to calculate these
financial interests amounts to 4.20%.










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Q—Mainly reflects the additional 9 months allowance for depreciation related
to Coflexip preliminary purchase price allocation to assets (ships, buildings
and patents).


R—Represents allowance for amortization over 25 years of Coflexip’s goodwill
calculated at the end of the public offers (2,039.0 x 3/4 /25 = (61.2) million
euros) less allowances for goodwill amortization which have already been
recorded in Coflexip’s historical consolidated statements of income (20.1
million euros), plus an adjustment on goodwill amortization.


5.3.4.2     Isis Statement of Income



S—No pro forma activity is presented during the first 9 months of fiscal year
2001 concerning Isis ; net income is included in the purchase price to be
allocated calculation. Except for its financial interest net of tax (3.5
million euros) to receive related to net positive cash and cash equivalents due
to the disposition of non-listed subsidiaries and affiliates.


5.3.4.3     Coflexip Statement of Income



T—Reflects the calculation of minority interests on a 1.46% basis (see note
M).


5.3.5     Other
elements concerning pro forma condensed combined balance sheets and statements of income



5.3.5.1     Elements related to pro forma condensed combined balance sheets




	(a)	 	TECHNIP — COFLEXIP cash and cash equivalents consists in cash and cash
equivalent held by Technip and Coflexip and the cash from Isis coming
related to the disposition of non-listed subsidiaries and affiliates
considered to be completed as of September 30, 2001 (see note H).
	 
	(b)	 	Other current assets amounting to 7,425.1 million euros correspond to
6,285.8 million euros to work in progress.











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	(c)	 	Intangible assets correspond to:




	 	1.	 	net goodwill for 2,605.9 million euros :




	 	 	 	 	 
	 	 	in million euros
	 	 	

	Mannesmann / KTI
	 	 	137.6	 
	Coflexip (29.26% interest acquired in April 2000)
	 	 	413.4	 
	Coflexip (69.10% interest acquired by public offers)
	 	 	2,039.0	 
	Others
	 	 	15.9	 
	Total
	 	 	2,605.9	 




	 	2.	 	the other net intangible assets amounting to 97.3 million
euros, which include 45.7 million euros raising from the purchase
price allocation of the Aker Deepwater Division and 34.7 million
euros coming from preliminary purchase price allocation which
corresponds to the 69.10% interest acquired in Coflexip (see note
E).




	(d)	 	Tangible assets which amount to 967.3 million euros mainly correspond to
the Coflexip fleet and the Group buildings.
	 
	(e)	 	Financial assets are composed of non consolidated companies, especially
CGG which remains at its historical price in the Isis financial
statements.
	 
	(f)	 	The item “Interco adjustments and elimination counterpart” is used to
balance common consolidation entries to Technip, Isis and Coflexip. As a
consequence, the amount of this item is nil in TECHNIP-COFLEXIP unaudited
condensed combined proforma balance sheet.
	 
	(g)	 	Short-term financial debts mainly come from commercial papers submitted
by Technip, the short term part of the loan taken by Coflexip to finance
the Aker’s Deepwater Division acquisition and bank overdrafts.
	 
	 	 	Long-term financial debt principally correspond to the loan taken by
Coflexip to finance the Aker’s Deepwater Division acquisition, to the
31 million euros Isis remaining debt and the 1,030 million euros loan
taken by Technip for the Coflexip public offer. Considering the
anticipated reimbursement of November 2001, the net position of this
loan amounts to 869 million euros of December 31, 2001.
	 
	(h)	 	Other current liabilities amounting to 7,180.5 million euros include
6,467.3 million euros “progress payments on contracts”.
	 
	(i)	 	TECHNIP — COFLEXIP net equity corresponds to Technip net equity plus the
capital increase related to public offers less treasury shares held by the
Group.




	 	1.	 	Treasury shares represents 1,808,359 shares held by Isis
for 193.1 million euros and 591,570 shares held by Technip for
57.6 million euros.
	 
	 	2.	 	Paid-in surplus corresponds to:




	 	 	 	 	 
	 	 	in million euros
	 	 	

	Historical Technip paid-in-surplus
	 	 	71.4	 
	Treasury shares held by Technip
	 	 	(57.6	)
	
	 	 	13.8	
	Paid-in surplus resulting from the public exchange offer for Coflexip shares (see Note F)
	 	 	797.8	
	Paid-in surplus resulting from the public exchange offer for Isis shares (see Note F)
	 	 	733.6	
	Treasury shares held by Isis
	 	 	(193.1	)
	Total paid-in surplus
	 	 	733.6	
	
	 	 	1,352.1	





	(j)	 	Minority interests correspond to 14.7 million euros for reserves and 0.5
million euros for net income.



5.3.5.2     Elements related to pro forma condensed combined statement of income (9 months)



Nine months unaudited combined condensed statements of income do not include
synergies effects expected from the operational merger of Technip and Coflexip.


Turnover amounts to 3.5 billion euros.











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Income before extraordinary items net of tax, financial interests of the loan
taken to finance the public offer on Coflexip shares net of tax and
amortization of goodwill amounts to 145 million euros.










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TECHNIP-COFLEXIP UNAUDITED PROFORMA CONDENSED COMBINED FINANCIAL INFORMATION AS

OF SEPTEMBER 30, 2001



Balance Sheets as of September 30, 2001




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Technip	 	Isis	 	Coflexip	 	ADJUSTMENTS	 	 	Total Pro forma
	 	 	historical	 	historical	 	historical	 	
	 	TECHNIP-
	(in millions euros)	 	consolidated	 	statutory	 	consolidated	 	Technip	 	Isis	 	Coflexip	 	COFLEXIP
	
	 	
	 	
	 	
	 	
	 	
	 	
	 	

	Cash and cash equivalent
	 	 	622.3	 	 	 	84.8	 	 	 	241.5	 	 	 	(7.0)C	 	 	 	117.7H	 	 	 	 	 	 	 	1059.3	 
	Other current assets
	 	 	6,081.2	 	 	 	99.2	 	 	 	673.8	 	 	 	13.3D	 	 	 	(99.2)H	 	 	 	656.8N	 	 	 	7,425.1	 
	Equity affiliates
	 	 	285.0	 	 	 	 	 	 	 	5.2	 	 	 	(278.4)A	 	 	 	 	 	 	 	 	 	 	 	11.8	 
	Intangible assets, net
	 	 	578.1	 	 	 	 	 	 	 	623.7	 	 	 	1,314.0E	 	 	 	187.4I	 	 	 	 	 	 	 	2,703.2	 
	Tangible assets, net
	 	 	164.4	 	 	 	 	 	 	 	692.3	 	 	 	110.6G	 	 	 	 	 	 	 	 	 	 	 	967.3	 
	Investments, net
	 	 	19.7	 	 	 	204.0	 	 	 	11.5	 	 	 	 	 	 	 	(130.9)J	 	 	 	 	 	 	 	104.3	 
	Interco adjustments and elimination
counterpart
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	1317.1	 	 	 	(401.0)		 	 	(916.1)		 	 	0.0	 
	Total Assets
	 	 	7,750.7	 	 	 	388.0	 	 	 	2,248.0	 	 	 	2,469.6	 	 	 	(326.0)		 	 	(259.3)		 	 	12271.0	 
	Short term financial debt
	 	 	302.5	 	 	 	 	 	 	 	162.1	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	464.6	 
	Long term financial debt (over 1
year)
	 	 	 	 	 	 	38.6	 	 	 	412.5	 	 	 	1,030.0B	 	 	 	(7.6)H	 	 	 	 	 	 	 	1,473.5	 
	Accrued liabilities and provisions
	 	 	227.9	 	 	 	0.0	 	 	 	61.0	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	288.9	 
	Accounts and notes payable
	 	 	486.0	 	 	 	 	 	 	 	182.6	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	668.6	 
	Other current liabilities
	 	 	5,928.0	 	 	 	104.5	 	 	 	498.5	 	 	 	69.1E	 	 	 	(76.4)H	 	 	 	656.8	 	 	 	7,180.5	 
	Total Liabilities
	 	 	6,944.4	 	 	 	143.1	 	 	 	1,316.7	 	 	 	1,099.1	 	 	 	(84.0)		 	 	656.8	 	 	 	10,076.1	 
	Common stock
	 	 	49.1	 	 	 	37.2	 	 	 	30.2	 	 	 	32.2F	 	 	 	(37.2)		 	 	(30.2)L	 	 	 	81.3	 
	Paid-in surplus and treasury shares
	 	 	13.8	 	 	 	32.9	 	 	 	288.9	 	 	 	1338.3F	 	 	 	(32.9)		 	 	(288.9)L	 	 	 	1352.1	 
	Retained earnings
	 	 	654.8	 	 	 	127.5	 	 	 	517.3	 	 	 	 	 	 	 	(127.5)		 	 	(517.3)L	 	 	 	654.8	 
	Cumulative translation adjustment
	 	 	1.9	 	 	 	 	 	 	 	62.2	 	 	 	 	 	 	 	0.0	 	 	 	(62.2)L	 	 	 	1.9	 
	 
	 	 	719.6	 	 	 	197.6	 	 	 	898.6	 	 	 	1,370.5	 	 	 	(197.6)		 	 	(898.6)		 	 	2,090.1	 
	Net income
	 	 	80.6	 	 	 	47.3	 	 	 	32.7	 	 	 	 	 	 	 	(47.3)		 	 	(32.7)L	 	 	 	80.6	 
	Shareholders’ equity
	 	 	800.2	 	 	 	244.9	 	 	 	931.3	 	 	 	1,370.5	 	 	 	(244.9)		 	 	(931.3)		 	 	2,170.7	 
	Minority interests
	 	 	6.1	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	2.9K	 	 	 	15.2M	 	 	 	24.2	 
	Total Liabilities and shareholders’
equity
	 	 	7,750.7	 	 	 	388.0	 	 	 	2,248.0	 	 	 	2,469.6	 	 	 	(326.0)		 	 	(259.3)		 	 	12,271.0	 



Statements of income (9 month) as of September 30, 2001



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Technip	 	Isis	 	Coflexip	 	ADJUSTMENTS	 	 	Total Pro forma
	 	 	historical	 	historical	 	historical	 	
	 	TECHNIP-
	(in millions euros)	 	consolidated	 	statutory	 	consolidated	 	Technip	 	Isis	 	Coflexip	 	COFLEXIP
	
	 	
	 	
	 	
	 	
	 	
	 	
	 	

	Net sales
	 	 	2,194.0	 	 	 	0.9	 	 	 	1,307.0	 	 	 	 	 	 	 	(0.9)S	 	 	 	 	 	 	 	3501.0	 
	Operating income
	 	 	144.7	 	 	 	(8.6	)	 	 	81.5	 	 	 	(8.1)Q	 	 	 	8.6	 	 	 	 	 	 	 	218.1	 
	Financial result
	 	 	(0.1)		 	 	20.4	 	 	 	(12.8)		 	 	 	 	 	 	(20.4)S	 	 	 	 	 	 	 	(12.9)	
	Minority interests
	 	 	(0.2)		 	 	 	 	 	 	0.7	 	 	 	 	 	 	 	 	 	 	 	(0.5)T	 	 	 	 	 
	Income of equity
affiliates
	 	 	16.6	 	 	 	 	 	 	 	4.0	 	 	 	(15.5)O	 	 	 	 	 	 	 	 	 	 	 	5.1	 
	Income tax
	 	 	(46.8)		 	 	(1.9)		 	 	(20.6)		 	 	2.1	 	 	 	1.9S	 	 	 	 	 	 	 	(65.3)	
	Income before
extraordinary
items, interests on
public offer loan	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 











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	and goodwill
amortization
	 	 	114.2	 	 	 	9.9	 	 	 	52.8	 	 	 	(21.5)		 	 	(9.9)		 	 	(0.5)		 	 	145.0	 
	Extraordinary
items, net of tax
	 	 	(3.2)		 	 	37.4	 	 	 	 	 	 	 	 	 	 	 	(37.4)S	 	 	 	 	 	 	 	(3.2)	
	Interests on public
offer loan, net of
tax
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(20.0)P	 	 	 	3.5S	 	 	 	 	 	 	 	(16.5)	
	Goodwill
amortization
	 	 	(30.4)		 	 	 	 	 	 	(20.1)		 	 	(35.2)R	 	 	 	 	 	 	 	 	 	 	 	(85.7)	
	Net income (loss)
	 	 	80.6	 	 	 	47.3	 	 	 	32.7	 	 	 	(76.7)		 	 	(43.8)		 	 	(0.5)		 	 	39.6	 











Table of Contents





CHAPTER VI






ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES



The information presented in this chapter can also be found in the initial
prospectus (“note d’information initiale”) prepared by the Company for the
public exchange offer for Coflexip shares with a cash election up to a minimum
of 5,000,000 Coflexip shares, approved by the Commission des Opérations de
Bourse on July 19, 2001, under visa number 01-982 and the initial prospectus
(“note d’information en surenchère”) prepared for the offering on revised
terms, approved by the Commission des Opérations de Bourse on August 7, 2001,
under visa number 01-1028, and in the initial prospectus (“note d’information
initiale”) prepared by the Company and Isis for the public exchange offer
initiated by the Company for Isis shares, approved by the Commission des
Opérations de Bourse on July 19, 2001, under visa number 01-981, and the
initial prospectus (“note d’information en surenchère”) prepared for the
offering on revised terms, approved by the Commission des Opérations de Bourse
on August 7, 2001, under visa number 01-1027. This information is accurate at
the date of this final prospectus, subject to any significant information
below.





6.1     MEMBERS OF THE ADMINISTRATIVE, EXECUTIVE AND SUPERVISORY BODIES



The mixed Shareholders’ Meeting of December 13, 2001 amended the form of management of
the Company to adopt a Management Board and a Supervisory Board. As a result,
the same Shareholders’ Meeting appointed 12 members to the Supervisory Board
for terms of four years, which will expire at the close of the Ordinary
Shareholders’ Meeting convened to approve the accounts for the fiscal year
ending December 31, 2005. Their appointments are renewable.


The Supervisory Board, convened on the same day as the Shareholders’ Meeting,
appointed the Chairman and Vice-Chairman of the Supervisory Board and appointed
the five members of the Management Board and its Chairman.


6.1.1     Management Board



As of the date of this final prospectus, the Company’s Management Board is
comprised of the following five members appointed by the Supervisory Board
convened on December 13, 2001, for a term of four years, which will expire at
the close of the Ordinary Shareholders’ Meeting convened to approve the
accounts for the fiscal year ending December 31, 2005. Their appointments are
renewable.



	 	 	 	 	 	 	 
	Date of entry	 		 		 	 
	in the Company		Name (Age)	 	Position within the Company	 	Other Positions
	
	 	
	 	
	 	

	2001	 	
Daniel Valot (56)
	 	Chairman of the
Management Board
	 	Chairman of
Technip Far East, Chairman of Technip Americas Corp.,
	 	 	 	 	 	 	Chairman of the Board of Directors of
Technip Italy,
	 	 	 	 	 	 	Chairman of the Supervisory Board of
Technip Germany,
	 	 	 	 	 	 	Permanent Representative of
Technip-Coflexip on the Board of
Technip France, Director of Coflexip,
	 	 	 	 	 	 	Director of Compagnie Générale de
Géophysique, and Petrofina.
	 
	2001	 	
Thomas Ehret (49)
	 	Vice President of
the Management Board
and Senior Executive
Vice President of
the Offshore Branch
	 	Director of Coflexip, Coflexip Offshore
Norge Inc., Coflexip Stena Offshore
(Nigeria) Ltd., Coflexip Stena Offshore
Asia Pacific Pty Ltd., Coflexip Stena
Offshore Contracting BV, Coflexip Stena
Offshore Holdings Ltd., Coflexip Stena
Offshore Inc., Coflexip Stena Offshore
Pty Ltd., Coflexip UK Stena Offshore
Holdings Ltd., and Perry Slingsby
Systems Inc.,
	 	 	 	 	 	 	Chairman of Coflexip Stena Offshore
International,
	 	 	 	 	 	 	Member of the Supervisory Board of
Coflexip Stena Offshore NV,

Chairman of CSO Aker Maritime Inc.











Table of Contents




	 	 	 	 	 	 	 
	Date of entry	 		 	 	 	 
	in the Company		Name (Age)	 	Position within the Company	 	Other Positions
	
	 	
	 	
	 	

	2001	 	
Daniel Burlin (59)
	 	Member of the
Management Board and
Senior Executive
Vice President,
Finance and Control
	 	Director of Coflexip, ISIS, Technip
Eurocash GEIE, Technip France,
Promotora Dhinesa, Inversiones 3959,
Technip Americas Corp., Technip C.I.S.,
Technip Italy, Technip UK Ltd., Technip
Upstream Houston, Technip USA Corp.,
T.P.L.,
	 
	 	 	 	 	 	 	Representative of Technip-Coflexip on
the board of Technip TPS,
	 
	 	 	 	 	 	 	Manager of TTIL SNC
	 
	 	 	 	 	 	 	Chairman of Technip Holding Benelux BV,

	 
	 	 	 	 	 	 	Chairman of COFRI, Abay Engineering,
Technip Capital, Inversiones Dinsa,
Technip International, and Technip
Overseas.
	 
	2001	 	
Jean Deseilligny (58)
	 	Member of the
Management Board and
Senior Executive
Vice President,
Business and Onshore
Operations
	 	Manager of Consorcio Contrina SNC,

	 
		 	

	 	
	 	General Manager of Technip Middle East
FZC,
	 
		 	

	 	
	 	Chairman of Technip Upstream Houston,
Technip Geoproduction (M), Technip
Geoproduction Norge,
	 
	 	 	 	 	 	 	Vice-Chairman of Technip Americas Corp.,
	 
	 	 	 	 	 	 	Director of Coflexip, DIT-Harris,
Technip Italy, Technip KT India,
Technip Overseas, Technip Saudi Arabia
Ltd., TPG (UK) Ltd., Technip
Geoproduction Nigeria Ltd.,
	 
	 	 	 	 	 	 	Representative of Technip-Coflexip on
the boards of Techswims, TSKJ-Serviços
and Engenharia Lda.
	 
	2001	 	
Claire Giraut (45)
	 	Member of the
Management Board and
Senior Executive
Vice President,
Offshore Branch
Finances
	 	Director of Coflexip, Coflexip Offshore
West Africa, CSO Aker Maritime Inc.,
CSO Aker Maritime UK Ltd., CSO Holding
Oy, South East Asia Maritime
Engineering & Construction Ltd,

	 
		 	
	 	
	 	Permanent representative of Coflexip
(Director) in Cofleximmo and Coflexip
Stena Offshore International.











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6.1.2     Supervisory Board



As of the date of this preliminary prospectus, the Company’s Supervisory Board
is comprised of the following twelve members:



	 	 	 	 	 	 	 
	Date of entry	 		 		 	 
	in the Company		Name (Age)	 	Position within the Company	 	Other Positions
	
	 	
	 	
	 	

	2001	 	
Pierre-Marie Valentin (64)
	 	Chairman of the Supervisory Board
	 	None

	 
	2001	 	
Michel Levêque (68)
	 	Vice-Chairman of the Supervisory Board
	 	None

	 
	2001	 	
Roger Cairns (58)
	 	Member of the Supervisory Board
	 	None

	 
	2001	 	
Miguel Caparros (57)
	 	Member of the Supervisory Board
	 	None

	 
	2001	 	
Jean-Pierre Capron (58)
	 	Member of the Supervisory Board
	 	Chairman of the Management Board of Fives-Lille,

	 
		 	
	 	
	 	Chairman and Chief Executive Officer of D.M.S., F.C.B., and
F.C.B. Ciment, Chairman of the Board of Directors
of Stein Atkinson Stordy Ltd.,
Director of Le Carbone
Lorraine, Coparex International,
Coflexip, Nordon, Nordon
Industries, Pierre Guerin SA, EGCI
Pillard.

	 
	2001	 	
Jacques Deyirmendjian (57)
	 	Member of the Supervisory Board
	 	Senior Executive Vice President of Gaz de France,

	 
		 	

	 	
	 	Director of Cofatec, Cogac, GSO, GDF International, and Gaz Inter
Président de AFG (Association),


	 
		 	

	 	
	 	Vice-Chairman of the Supervisory
Board of F.R.A. GAZ

	 
	2001	 	
Jean-Pierre Lamoure (52)
	 	Member of the Supervisory Board
	 	Director of Institut Français du  Pétrole, Lapeyre, and subsidiaries
of the Soletanche Group;

	 
		 	

	 	
	 	President of the Board of
Directors of Soletanche SA,
Soletanche-Bachy,

	 
		 	

	 	
	 	Chairman of the Supervisory Board
of Atlantic SFDT SA,


	 
		 	

	 	
	 	Member of the Management Board of
SEDECO SA,

	 
		 	

	 	
	 	Director and Vice Chairman of the
National Federation of Public
Works (Fédération Nationale des
Travaux publics).

	 
	2001	 	
Claude Mandil (60)
	 	Member of the Supervisory Board
	 	Chief Executive Officer of ISIS and Chairman of Institut Français
du Pétrole.

	 
	2001	 	
Roger Milgrim (64)
	 	Member of the Supervisory Board
	 	None

	 
	2001	 	
Rolf-Erik Rolfsen (61)
	 	Member of the Supervisory Board
	 	Director of HAG AS (France)

	 
	2001	 	
Pierre Vaillaud (66)
	 	Member of the Supervisory Board
	 	Director of TotalFinaElf, and Egis, Member of the Supervisory Board of
Oddo Pinatton.

	 
	2001	 	
Bruno Weymuller (53)
	 	Member of the Supervisory Board
	 	Executive Vice President, Strategy and Risk Assessment of
TotalFinaElf,
Director of Elf Aquitaine,
Sanofi-Synthelabo

	 











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6.2     COMMITTEES



Group Executive Committee (COMEX)



The Group Executive Committee’s role is to assist the Management Board in its
decisions. At the time of this prospectus, it is comprised of the following
thirteen members:



	 	—	 	D. Valot,
	 
	 	—	 	T. Ehret,
	 
	 	—	 	D. Burlin,
	 
	 	—	 	J. Deseilligny,
	 
	 	—	 	C. Giraut,
	 
	 	—	 	S. Alev,
	 
	 	—	 	D.Cassie;
	 
	 	—	 	A. Decressac,
	 
	 	—	 	S. Eggen,
	 
	 	—	 	N. Greco,
	 
	 	—	 	D. Henri,
	 
	 	—	 	L. Pari;
	 
	 	—	 	K. Wood.



Patrick Picard acts as secretary to the Group Executive Committee.


As a committee for the exchange of information at the level of the Group’s main
managers, the Group Executive Committee meets once a month and prepares
decisions for the Management Board.


In addition to matters of common interest and in particular coordination issues
among the Group’s different Business Units, the Group Executive Committee is
required to deliberate on the following matters:



	 	•	 	Acquisitions and sales of assets or companies;
	 
	 	•	 	Strategic pluri-annual programs;
	 
	 	•	 	Commercial and investment budgets;
	 
	 	•	 	Appointment of top staff and line managers;
	 
	 	•	 	Major decisions regarding the preparation and follow-up
of “Executive Committee level” contracts;
	 
	 	•	 	Decisions regarding the pursuit of legal proceedings;
	 
	 	•	 	Salary and incentive policies within the Group;
	 
	 	•	 	Share subscription plans and/or option plans and employee offers.



Other Committees



Group Management Committee (CODIR)










Table of Contents




The Group Management Committee represents an extension of the Group Executive
Committee (COMEX) and its purpose is to disseminate information on current
business matters, notably with regards to business development.









Table of Contents



At the time of this prospectus, it is comprised of the following seventeen members:



	 	—	 	D. Valot,
	 
	 	—	 	T. Ehret,
	 
	 	—	 	D. Burlin,
	 
	 	—	 	J. Deseilligny,
	 
	 	—	 	C. Giraut,
	 
	 	—	 	S. Alev,
	 
	 	—	 	D. Cassie,
	 
	 	—	 	F. Delormel,
	 
	 	—	 	B. di Tullio,
	 
	 	—	 	S. Eggen,
	 
	 	—	 	N. Greco,
	 
	 	—	 	B. de Lesquen,
	 
	 	—	 	J-N. Meary,
	 
	 	—	 	L. Pari,
	 
	 	—	 	L. Pope,
	 
	 	—	 	N. Uccelletti,
	 
	 	—	 	K. Wood.



Jean-François Hédiard acts as secretary to the Group Management Committee.


International Engineering Centers Coordination and Construction Committee
(IECCC/CICCIC)


The mandate of the IECCC/CICCIC is to facilitate the exchange of information,
the homogenization of the methods and the technical cooperation among the
Group’s various engineering centers. It is also a forum of information on
manhours workload of the various centers, paving the way for Group workload
harmonization.


The ultimate objective is to enhance the Group’s capability to lower the
overall cost of execution of contracts, in the short, medium and long terms,
with due regard to the Health, Security and Environment (“HSE”) as well as
quality targets and scheduling requirements.


At the time of this prospectus, the IECCC/CICCIC is comprised of all the
members of the COMEX and a representative of most of the Group’s engineering
centers.


International Project Management Committee (IPMC/CIMP)



Co-chaired by X. Jacob and D. Jenssen, the purpose of the IPMC/CIMP, created in
October 17, 2001, is to clarify and disseminate throughout the Group the
Group’s “doctrine” concerning project management.










Table of Contents



CHAPTER VII






INFORMATION ON RECENT DEVELOPMENTS AND OUTLOOK






7.1     RECENT DEVELOPMENTS



Company operations at the end of September 2001




	 	 	 	 	 	 	 	 	 
	Sales for third
quarter 2001(in millions of euros)	 	2001	 	2000
	
	 	
	 	

	1o) Consolidated group:
	 	 	 	 	 	 	 	 
	First quarter
	 	 	681	 	 	 	684	 
	Second quarter
	 	 	789	 	 	 	659	 
	Third quarter
	 	 	724	 	 	 	737	 
	Total
	 	 	2194	 	 	 	2080	 
	2o) Parent company:
	 	 	 	 	 	 	 	 
	First quarter
	 	 	12	 	 	 	10	 
	Second quarter
	 	 	84	 	 	 	56	 
	Third quarter
	 	 	2	 	 	 	5	 
	Total
	 	 	98	 	 	 	71	 



The Company’s consolidated sales were 2.2 billion euros at September 30, 2001,
an increase of 5.5% as compared to the corresponding period in 2000.


The sales of the parent company TECHNIP-COFLEXIP correspond to revenues
(principally dividends and interest) received from its subsidiaries.


It is noted that these figures do not take into account COFLEXIP’s activity,
which is accounted for by the equity method until September 30, 2001. In the
fourth quarter 2001, COFLEXIP will be completely consolidated.


Order intake and backlog



The number of orders received increased by 28%, reaching 2.17 billion euros in
the first nine months of 2001, against 1.7 billion euros for the first three
quarters of 2000.


Accordingly, the backlog on September 30, 2001 (3.4 billion euros) represents
13 months of sales on a constant basis.


It should be noted that this backlog does not take into account several signed
contracts that have yet to become effective, among which certain may become
effective in the near future.


Press release dated October 29, 2001 “TECHNIP-COFLEXIP ANNOUNCES ITS ESTIMATES
FOR COFLEXIP RESULTS FOR 3Q 2001


Paris, France — The management of Technip-Coflexip (NYSE: TKP and Euronext
Paris Premier Marché: 13170 and formerly Nasdaq: CXIPY) announced today that,
on the basis of information it currently has, Coflexip Stena Offshore’s third
quarter 2001 results will be below consensus estimates ($0.77 per ADS), and
will be instead in a range zero to a EUR5 Mn loss ($0.0 per ADS or a loss of
($0.12) per ADS).


CSO’s third quarter results will be negatively affected by a non-recurring loss
owing to a contract signed by the Finnish subsidiary in violation of Group
procedures a few days after being acquired in January 2001. This contract led
to very bad results which were only very recently revealed, and involves
conventional fabrication work that is not related to the core activity of the
CSO Aker Maritime Deepwater Division. The negative effect on pre-tax earnings
is EUR30.7 million for the full year 2001, of which EUR27.4 million will affect
the third quarter, the difference being losses already recorded at the end of
the first half of 2001. Those responsible for this project have left the Group
and measures have been taken to avoid the recurrence of this type of problem.
An investigation has been launched to thoroughly identify the exact nature of
the incident.


This non-recurring event occurs in a context where, because of delays in
certain projects, activity levels at the Gulf Marine Fabricators yard, in
Corpus Christi (U.S.), were lower than expected during the third quarter of
2001. The headcount at the yard has since been reduced to a level commensurate
with the workload generated by the yard’s backlog, although the level of
activity is not sufficient to fully absorb its fixed costs. In addition third
quarter results were adversely affected by a delay in the start-up of the BP
Deepwater Program in the Gulf of Mexico and by non-recurring costs related to
the Technip offer.


Taking all these issues into account, CSO Group Management currently estimates
that on the basis of information it currently has, EBITDA margins for 2001
should be in the lower part of the range previously given to the market, i.e.
13% of revenues.









Table of Contents



Pierre Marie Valentin, Chairman and Chief Executive Officer of the Coflexip
Stena Offshore Group, made the following comments: “We are sorry to have
discovered over the last few weeks serious errors committed by the management
of one of the new affiliates of the Group. The situation is all the more
deplorable as the other activities of CSO had gone well, with the exception of
fabrication work in the U.S. and U.K. yards, which had led us to believe until
very recently that 2001 would be a good year. This is the first time that such
an event has occurred within CSO, which of course does not affect the quality
of the procedures applied in the Group but reinforces the necessity and merits
of continuing the integration of the activities of the CSO Aker Maritime
Deepwater Division into the Group.”


EFFECTS ON TECHNIP-COFLEXIP’S COMBINED ACCOUNTS:



At the combined Technip-Coflexip level 29.4% of CSO’s earnings are included as
equity income for the first three quarters of the year and will be fully
integrated starting with the fourth quarter of 2001. To date, after taking into
account all the previously cited issues, it is estimated that with the smooth
functioning of Technip’s activity, consolidated net income for Technip-Coflexip
for 2001, before exceptional events and goodwill depreciation, should still
show a marked increase over that of 2000.


Daniel Valot, Chief Executive Officer of Technip-Coflexip stated: “In the wake
of the positive outcome of the public offer by Technip on Coflexip, this
unforeseen incident is clearly unfortunate any way you look at it. It however,
does not call into question the strategic rationale for the merger between
Technip and Coflexip. The Management of CSO have, in the last few months, taken
a firm grip on the affiliates of the Deepwater Division of CSO Aker Maritime to
improve them and will follow-through with the same determination and stronger
means in the framework of the new Technip-Coflexip Group. I’d like to add that
within its different branches the Group has a strong backlog and a favorable
commercial outlook which bodes well for a strong level of activity in 2002, on
the basis of information we currently have.”


Press release of November 13, 2001 “TECHNIP-COFLEXIP ANNOUNCES COFLEXIP RESULTS
FOR 3Q 2001


Paris, France — The management of Technip-Coflexip (NYSE: TKP and Euronext
Paris Premier Marché: 13170 and formerly Nasdaq: CXIPY) today reported
Coflexip’s financial statements for the third quarter and first nine months of
2001 in line with guidance given in the press release of 29 October 2001.



	1.	 	For the third quarter 2001:




	•	 	Net operating revenues amounted to EUR485.2 Mn, compared with EUR307.6
Mn for the same period in 2000.
	 
	•	 	EBITDA represented 6% of revenues, compared with 17% for the third
quarter of 2000. Excluding non-recurring items disclosed in a press
release dated 29 Oct. 2001, third quarter 2001 EBITDA amounted to
EUR68.4 Mn which compares with the EUR53.7 Mn in the prior year and
represents 14% and 17.5% of revenues respectively.
	 
	•	 	Net income amounted to a loss of (EUR4.4) Mn (EUR0.24 per ordinary
share or USD0.11 per ADS) compared with a profit of EUR153.9 Mn
(EUR8.1 per ordinary share or USD 3.68 per ADS) for the third quarter
of 2000 which included a EUR128.7Mn net capital gain on the sale of
the Cal Dive shares. Excluding non-recurring items, capital gains and
goodwill amortization, net income amounted to EUR29 Mn in the third
quarter of 2001 or 6% of revenues, to be compared with EUR26.4 Mn last
year or 8.6% of revenues.




	2.	 	For the first nine months of 2001:




	•	 	Net operating revenues came to EUR1,307.0 Mn compared with EUR797.7 Mn
for the same period last year.
	 
	•	 	EBITDA represented 12% of revenues, compared with 19% for the first
nine months of 2000. Excluding non-recurring items previously
disclosed, EBITDA amounted to EUR195.6 Mn for the first nine months of
2001 compared with EUR154.1 Mn last year and represented 15% and 19%
of revenues respectively.











Table of Contents





	•	 	Net income amounted to EUR32.7 Mn (EUR1.72 per ordinary share or
USD0.78 per ADS) compared with EUR205.6 Mn (EUR10.88 per ordinary
share or USD4.94 per ADS) which was favorably affected by the
non-recurring capital gains recorded in the first nine months of 2000
in connection with the sale of the Cal Dive shares for EUR128.7 Mn,
and the sale of the CSO Installer for EUR10.4 Mn. Excluding
non-recurring items, capital gains and goodwill amortization, net
income amounted to EUR81.1 Mn for the first nine months of 2001 or 6%
of revenues compared with EUR69.7 Mn in 2000, or 9% of revenues.




Consolidated results — French GAAP — (Unaudited)




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	3rd quarter	 	9 months ended September 30,	
	 	 	
	 	
	

	Amounts in millions except	 	2001	 	2001	 	2000	 	2001	 	2001	 	2000
	"per share data"	 	USD(1)	 	EUR	 	EUR	 	USD(1)	 	EUR	 	EUR
	
	 	
	 	
	 	
	 	
	 	
	 	

	Net operating revenues
	 	 	441.5	 	 	 	485.2	 	 	 	307.6	 	 	 	1189.2	 	 	 	1,307.0	 	 	 	797.7	 
	EBITDA
	 	 	27.9	 	 	 	30.7	 	 	 	53.7	 	 	 	141.2	 	 	 	155.2	 	 	 	154.1	 
	Financial result(2)
	 	 	(4.4	)	 	 	(4.8	)	 	 	173.2	 	 	 	(8.0	)	 	 	(8.8	)	 	 	191.9	 
	Income before income taxes
	 	 	(6.3	)	 	 	(6.9	)	 	 	206.5	 	 	 	48.5	 	 	 	53.3	 	 	 	284.8	 
	Net Income (Loss)
	 	 	(4.0	)	 	 	(4.4	)	 	 	153.9	 	 	 	29.8	 	 	 	32.7	 	 	 	205.6	 
	Net Income (Loss) per Share
	 	 	(0.21	)	 	 	(0.23	)	 	 	8.1	 	 	 	1.57	 	 	 	1.72	 	 	 	10.9	 
	Net Income (Loss) per
ADS(3)(4)
	 	 	(0.11	)	 	 	(0.12	)	 	 	4.0	 	 	 	0.78	 	 	 	0.86	 	 	 	5.45	 
	Net Income Excluding
Non-Recurring Items,
Capital Gains and Goodwill
Amortization	 	 	26.4	 	 	 	29	 	 	 	26.4	 	 	 	73.8	 	 	 	81.1	 	 	 	69.7	 



Average number of shares and share equivalents outstanding (in circulation):



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	— on common shares
	 	 	18,605,296	 	 	 	18,656,847	 	 	 	18,736,668	 	 	 	18,632,309	 
	— on a diluted basis
	 	 	18,826,406	 	 	 	18,898,691	 	 	 	18,957,778	 	 	 	18,886,378	 




	(1)	 	U.S Dollar amounts are provided for reader convenience only at the rate of
USD1= EUR0.9099
	 
	(2)	 	Includes interest income/expense, exchange effect, and equity income and
capital gains.
	 
	(3)	 	Under the most dilutive approach, the addition of the first three quarter’s
income per share or per ADS may not be equivalent to cumulative nine months
income per share or per ADS.
	 
	(4)	 	One ADS is equivalent to one half of one ordinary share.











Table of Contents




1.     NET OPERATING REVENUES



Coflexip Stena Offshore recorded net operating revenues of EUR485.2 Mn for the
third quarter of 2001 compared with EUR307.6 Mn for the same period in 2000,
representing a significant increase of 58%. For the first nine months of 2001
net operating revenues increased 64% to EUR1,307.0 Mn compared with EUR797.7 Mn
for the first nine months of 2000. These increases were notably due to the
contribution of the CSO Aker Maritime Deepwater Division acquired in January
2001.


Vessel utilization for the third quarter of 2001 was 96.5%, compared with 88%
for the same period in 2000, and in the first nine months of 2001 was 80.5%
compared with 79% for the same period in 2000. Vessel utilization during the
first nine months of 2001 was affected notably by the dry-docking of the CSO
Constructor, which has been upgraded and resumed work in July 2001.


1.1     Increase in the North Sea



Net operating revenues from the North Sea, for the third quarter of 2001,
amounted to EUR171.2 Mn, 25% higher than in the same period last year which
totaled EUR137.2 Mn thanks to increased activity in the UK sector. North Sea
net operating revenues account for 35% of the Group’s total for the third
quarter of this year compared with 45% of total Group revenues last year.


For the first nine months of 2001, net operating revenues from the North Sea
accounted for EUR436.5 Mn compared with EUR391.5 Mn in 2000. This 11%
progression in net operating revenues between the first nine months of 2000 and
2001 is mainly due to increased activity in the UK sector and a higher level of
sales of umbilicals in the region while activity in the Norwegian sector
remained stable. North Sea revenues for the first nine months of 2001 accounted
for 33% of the Group’s total net operating revenues compared with 49% in 2000.



	—	 	UK Sector
	 
	 	 	Activity in the UK sector improved in the first nine months of 2001
compared with the same period in 2000 thanks principally to the
increase of revenues from integrated contracting projects. During the
first nine months of 2001 the major integrated contracting projects
were Blake (BRITISH GAS), Nuggets (ABB), Kinsale (MARATHON), Kyle
(MAERSK), Elgin Franklin (ETPM and TOTALFINAELF), Otter (TOTALFINAELF)
and Maureen (AKER MARITIME). Revenues from inspection, repair and
maintenance (IRM) and wellservicing decreased in the first nine months
of 2001 compared with the high level reached in the first nine months
of 2000 primarily due to a lower level of work on the IRM tripartite
contract performed for T.H.E. (TEXACO, AMERADA HESS and ELF). Revenues
from supply contracts in the UK sector experienced a slight increase in
the first nine months of 2001, compared with the first nine months of
2000.
	 
	—	 	Norwegian sector
	 
	 	 	Compared with the same period in 2000 activity in the Norwegian sector
remained stable in the first nine months of 2001. Main projects
performed in the first nine months of 2001 were Ringhorne (ESSO),
Tambar (BP), Snorre B (STATOIL) and Huldra (STATOIL).



1.2     Good level of activity in Brazil in the third quarter



Net operating revenues from Brazil decreased slightly from EUR54.0 Mn in the
third quarter of 2000 to EUR52.5 Mn in the third quarter of 2001. This decline
primarily reflects the decreased revenues from vessels chartered to PETROBRAS
compared with the same period in 2000 resulting from the December 2000
decommissioning of the Flexservice 1. Brazilian revenues accounted for 11% of
the Group’s total operating revenues in the third quarter of 2001 compared with
17% for the same period a year ago.


Net operating revenues from Brazil accounted for EUR130.7 Mn in the first nine
months of 2001, compared with EUR155.1 Mn in 2000. This 16% decrease in net
operating revenues reflects the decline in revenues from vessels chartered to
PETROBRAS further to the Flexservice 1 decommissioning at the end of December
2000 and the decreased sales in the first half of 2001 of flexible pipe
manufactured in Brazil resulting from the accident that Petrobras experienced
in March on the P-36 platform. This decline is partly offset by an increase in
the level of sales of flexible pipe manufactured in Le Trait. Brazilian
revenues in the first nine months accounted for 10% of the Group’s total net
operating revenues compared with 19% for the same period last year.


1.3     Decrease, as expected, in Asia Pacific



Net operating revenues from Asia Pacific totaled EUR 19.1 Mn in the third
quarter of 2001 compared with EUR25.4 Mn last year. Revenues from the Asia
Pacific region accounted for 4% of the Group’s total net operating revenues in
the third quarter of 2001 and 8% the year prior.










Table of Contents



Net operating revenues from Asia Pacific accounted for EUR46.3 Mn in the first
nine months of 2001 compared with EUR62.5 Mn in 2000. This 26% decline was
primarily due to the lower integrated contracting activity experienced in the
region in the first nine months of 2001. The main contracting project performed
in the first nine months of 2001 were Legendre (WOODSIDE) and Bongkot
(TECHNIP). Asia Pacific revenues accounted for 4% of the Group’s total net
operating revenues for the first nine months of 2001 and 8% for the same period
last year.


1.4     Significant increase in Rest of the World



Net operating revenues from the Rest of the World region increased from EUR91.0
Mn in the third quarter of 2000 to EUR118.7 Mn in the third quarter of 2001.
Rest of the World revenues represented 24% of the Group’s total net operating
revenues in the third quarter of 2001 and 30% for the same period in 2000.


Net operating revenues from Rest of the World accounted for EUR284.5 Mn in the
first nine months of 2001 compared with EUR188.6 Mn in 2000. This 51% increase
in net operating revenues results principally from the stronger overall
activity in the Gulf of Mexico with contracting projects such as Banjo/Seahawk
(WILLIAMS), Nile (BP) and Typhoon (CHEVRON) and higher sales of umbilicals in
the region in the first nine months of 2001. As a percent of total Group net
operating revenues, the Rest of the World accounted for 22% in the first nine
months of 2001 and 24% last year.


Activity in West Africa also contributed to this increase thanks principally to
the contribution of the KUITO 1C project (CABGOC) in Angola. This improvement
was, however, partly offset by the decline of the contribution of the Terra
Nova project (PETROCANADA) in Canada which was one of the main projects
performed in the region in the first nine months of 2000. The first nine months
of 2000 also benefited from the contribution of the Erika (TOTALFINAELF)
project executed in the third quarter of 2000.


Revenues from sales of remotely operated vehicles (robotics) by Perry Slingsby
Systems were higher during the first nine months of 2001 compared with the
first nine months of 2000.


1.5     Solid activity in the CSO Aker Maritime Deepwater Division



Net operating revenues from the CSO Aker Maritime Deepwater Division accounted
for EUR123.7 Mn or 25% of the Group’s total net operating revenues in the third
quarter of 2001.


In the first nine months of 2001, net operating revenues from the CSO Aker
Maritime Deepwater Division accounted for EUR409 Mn or 31% of the Group’s total
net operating revenues. These first nine months of 2001 remain characterized by
sustained revenues from major projects related to the ongoing engineering,
procurement and construction of SPAR floating production platforms such as
Nansen and Boomvang (KERR McGEE) and Horn Mountain (BP-VASTAR RESOURCES). Net
operating revenues from the fabrication business resulted mainly from the
contribution of some major projects such as Blake (TALISMAN ENERGY) in the UK
and Combisa (PEMEX) and Brutus (SHELL) in the US. The engineering business has
performed well in the first nine months of 2001 reflecting, in particular, the
start in CSO Aker Engineering Inc., of the 5-year BP subsea system integration
contract, and the good level of activity in the Genesis business which is
beginning to benefit from the improved market for their services.


2.     EBITDA (Earnings before Interest, Taxes, Depreciation and Amortization)



At EUR30.7 Mn or 6% of net operating revenues, the Group’s EBITDA for the third
quarter of 2001 decreased by 42% compared with EBITDA of EUR53.7 Mn or 17% of
net operating revenues in the third quarter of 2000. EBITDA, before deduction
of general corporate expenses, decreased by 22% from EUR63.3 Mn for the third
quarter of 2000 to EUR49.2 Mn for the third quarter of 2001. This significant
decline is mainly attributable to the EUR27.4 Mn non-recurring loss recorded in
the third quarter 2001 in connection with a project for repair of a drill rig
performed by the CSO Aker Maritime Deepwater Division and to the non-recurring
costs recorded in connection with the Technip offer. Excluding these
non-recurring costs, the recurring EBITDA for the third quarter 2001 would have
come to EUR68.4 Mn or 14% of net operating revenues.


In the first nine months of 2001, EBITDA increased by 1% to EUR155.2 Mn or 12%
of net operating revenues, compared with EUR154.1 Mn, or 19% of net operating
revenues, in the first nine months of 2000. The decrease of EBITDA in
percentage of net operating revenues has been adversely affected by the EUR30.7
Mn non-recurring loss recognized in the fist nine months of 2001 in connection
with a project for repair of a drill rig by a Finnish subsidiary of the CSO
Aker Maritime Deepwater Division. EBITDA, before deduction of general corporate
expenses, increased by 6% from EUR181.6 Mn in the first nine months of 2000 to
EUR192.9 Mn in the first nine months of 2001. Excluding the non-recurring costs
of the Technip offer and non-recurring losses recorded on the rig repair
project described above EBITDA would have accounted for EUR195.6 Mn or 15% of
net operating revenues in the first nine months of 2001.


Below is an analysis of EBITDA, before general corporate expenses, by segment:










Table of Contents




2.1     North Sea



The North Sea EBITDA increased by 25% from EUR27.2 Mn in the third quarter of
2000 to EUR34.1 Mn in the third quarter of 2001 reflecting primarily a good
vessel utilization in the region and an improved contribution of the Le Trait
plant. North Sea EBITDA margins as a percent of revenues remained stable at 20%
of revenues in both periods.


The North Sea EBITDA increased by 23% from EUR91.3 Mn in the first nine months
of 2000 to EUR112.0 Mn in the first nine months of 2001. This increase
primarily reflects an improved contribution of the Norwegian sector partly
offset by softer margins in the UK sector. Margins resulting from sales of
umbilicals experienced in the first nine month of 2001 a significant increase
compared with the contribution achieved in the first nine months of 2000.
EBITDA in the first nine months of 2001 also benefited from an improved
contribution of the Le Trait plant. North Sea EBITDA margins as a percent of
revenues came to 26% for the first nine months of 2001 compared with 23% for
the same period last year.


2.2     Brazil



EBITDA in Brazil increased from EUR15.0 Mn in the third quarter of 2000 to
EUR18.4 Mn in 2001. This improvement reflects principally the improved level of
sales of flexibles manufactured in the Le Trait plant. Brazilian EBITDA margins
were 35% of revenues for the third quarter of 2001 compared with 28% for the
same period last year.


In the first nine months of 2001, EBITDA decreased by 12% from EUR52.3 Mn last
year to EUR46.0 Mn. This decrease primarily reflects the decline in sales in
the first half of 2001 of flexible pipe manufactured in Brazil resulting from
the accident occurred in March on the P-36 platform. This decrease is partly
offset by the higher sales of flexible pipe manufactured in the Le Trait plant.
As a percent of revenues, EBITDA margins in Brazil remained relatively stable
at 35% in the first nine months of 2001 compared with 34% last year.


2.3     Asia Pacific



In Asia Pacific, EBITDA decreased by 16% from EUR4.5 Mn in the third quarter of
2000 to EUR3.8 Mn in the third quarter of 2001. Asia Pacific EBITDA margins as
a percent of revenue for the third quarter were 20% in 2001 as compared with
18% last year.


In the first nine months of 2001, EBITDA remained stable at EUR11.0 Mn compared
to EUR10.8 Mn last year. EBITDA margins as a percent of revenues were stronger
at 24% in the first nine months of 2001, compared with 17% last year, as the
decline of integrated contracting activity in the region was offset by the
positive effect of the close-out of some projects this year.


2.4     Rest of the World



In Rest of the World, EBITDA increased by 10% from EUR16.5 Mn in 2000 to
EUR18.1 Mn in the third quarter of 2001. Rest of the World EBITDA margins were
15% of net operating revenues for the third quarter of 2001 compared with 18% a
year ago.


In the first nine months of 2001, EBITDA increased by 48% from EUR27.2 Mn last
year to EUR40.3 Mn. This increase reflects mainly the higher level of activity
in the Gulf of Mexico, the increased contribution from the sales of umbilicals
in the region and the improved contribution of the sales of remotely operated
vehicles (robotics). Rest of the World EBITDA margins remained relatively
stable at 14% for the first nine months of 2001 compared with 15% last year.


2.5     CSO Aker Maritime Deepwater Division



In the third quarter 2001, EBITDA of the CSO Aker Maritime Deepwater Division
accounted for a loss of EUR25.2 Mn. EBITDA deriving from the fabrication
business was adversely affected by the EUR27.4 Mn loss experienced on one
project and under recovery of indirect costs of the US yard due to the low
volume of activity.


In the first nine months of 2001 EBITDA of the CSO Aker Maritime Deepwater
Division accounted for a loss of EUR16.4 Mn. The contribution to EBITDA of the
on-going SPAR and engineering projects has been affected over the period by the
EUR30.7 Mn losses recorded in the first nine months of 2001 on a rig repair
job. In addition, the slower than expected recovery in the demand for
fabrication services in the UK and in the USA, higher commercial costs linked
to the rebound of tendering particularly in the Gulf of Mexico have adversely
affected the Division’s EBITDA.




3.     SELLING, GENERAL AND ADMINISTRATIVE EXPENSES










Table of Contents



Selling, general and administrative expenses (including General Corporate
expenses) increased from EUR21.9 Mn in the third quarter 2000 or 7% of net
operating revenues to EUR44.8 Mn or 9% of net operating revenues in the third
quarter of 2001.


These expenses increased to EUR117.4 Mn in the first nine months of 2001 from
EUR71.0 Mn in the same period in 2000, although remained stable at 9% of the
Group’s net operating revenues in both years. This significant increase
principally reflects the integration of the CSO Aker Maritime Deepwater
Division and non-recurring costs incurred in the third quarter 2001 in
connection with the Technip offer.


General corporate expenses increased from EUR9.6 Mn for the third quarter of
2000 to EUR18.5 Mn for the third quarter of 2001. In the first nine months of
2001 general corporate expenses increased by EUR10.2 Mn at EUR37.7 Mn or 3% of
net operating revenues compared with EUR27.5 Mn, or 3% of revenues, in the
first nine months of 2000, mainly reflecting non-recurring costs incurred in
the third quarter of 2001 in relation with the Technip offer.


4.     DEPRECIATION AND AMORTIZATION



Depreciation and amortization expense increased from EUR20.7 Mn in the third
quarter of 2000 to EUR33.1 Mn in the third quarter of 2001 reflecting the
amortization charge of EUR7.3 Mn recorded on the goodwill which was recognized
in connection with the acquisition of the CSO Aker Maritime Deepwater Division.
The EUR3.8 Mn depreciation and amortization charge of the division on its own
tangible assets also contributed to this increase.


Depreciation and amortization expense increased 53% from EUR61.1 Mn in the
first nine months of 2000 to EUR93.9 Mn in the first nine months of 2001. This
increase resulted primarily from the EUR20.1 Mn amortization charge recorded on
the goodwill recognized in connection with the acquisition of the CSO Aker
Maritime Deepwater Division and the depreciation and amortization charge of the
division itself for EUR12.9 Mn.


5.     FINANCIAL RESULT



The financial result (net interest charge/income plus foreign exchange
gain/loss) amounted to a net charge of EUR6.2 Mn for the third quarter of 2001
compared with a net income of EUR4.3 Mn excluding the capital gain on sale of
the Cal Dive shares recognized in the third quarter of 2000.


For the first nine months of 2001, the financial result amounted to a net
charge of EUR12.8 Mn compared with a net income of EUR11.5 Mn excluding the
capital gain on the sale of the Cal Dive shares and the sale of the CSO
Installer in the first nine months of 2000. This sharp decrease primarily
reflects the cost of the debt raised to finance the acquisition of the CSO Aker
Maritime Deepwater Division.


6.     EQUITY INCOME OF INVESTEES



The contribution of equity investments to the Group amounted to EUR1.4 Mn in
the third quarter of 2001, coming from the CSO Aker Maritime Deepwater
Division, compared with EUR1.5 Mn in the third quarter of 2000 which
represented the contribution of Cal Dive International.


The contribution of equity investments to the Group amounted to EUR4.0 Mn in
the first nine months of 2001, coming from of the CSO Aker Maritime Deepwater
Division, compared with EUR2.6 Mn in the first nine months of 2000 which
represented the contribution of Cal Dive International. In September 2000 the
Group sold all of its shares of Cal Dive International in a public offering in
the U.S.. A capital gain of EUR167.4 Mn before tax and EUR128.7 Mn after tax
was recorded in the third quarter of 2000 in connection with this sale.


7.     TAXES



The tax charge for the first nine months of 2001 amounted to EUR20.6 Mn,
representing an effective tax rate of 39% compared with 28% in the first nine
months of 2000 which were favorably impacted by the impact of the sale of Cal
Dive shares. Excluding this capital gain the effective tax rate for the first
nine months of 2000 would have been 34.5%. This increase primarily reflects the
negative impact of the non-deductible additional depreciation charge recorded
in connection with the goodwill resulting from the acquisition of the CSO Aker
Maritime Deepwater Division.


8.     NET INCOME



Net income for the third quarter of 2001 amounted to a loss of EUR4.4 Mn
compared with a profit of EUR153.9 Mn for the third quarter of 2000 which
included a EUR128.7 Mn net capital gain on the sale of the Cal Dive shares.



12






Table of Contents



Net income for the first nine months of 2001 amounted to EUR32.7 Mn compared
with EUR205.6 Mn for the first nine months of 2000 which was favorably
affected by the non-recurring capital gains recorded in the first nine months
of 2000 in connection with the sale of the Cal Dive shares, for EUR128.7 Mn,
and the sale of the CSO Installer for EUR10.4 Mn. Excluding the impact of the
non-recurring costs and losses described in paragraphs 2 and 3 above, of
goodwill amortization charges in 2001 and of the gains on the sale of the Cal
Dive shares and the CSO Installer in 2000, net income amounted to EUR29 Mn and
EUR81.1 Mn in the third quarter and in the first nine months of 2001
respectively compared with EUR26.4 Mn and EUR69.7 Mn in the third quarter and
in the first nine months of 2000.


9.     CAPITAL EXPENDITURES, CASH FLOW AND CASH POSITION



The Group’s expenditures on property, plant, ships and equipment amounted to
EUR155.3 Mn for the first nine months of 2001 compared with EUR61.9 Mn for the
same period in 2000, and mainly included capital expenditures of EUR81.1 Mn on
the vessel CSO Deep Blue and EUR16.5 Mn for the up-grade of the CSO
Constructor.


In January 2001, the Group completed its acquisition of the CSO Aker Maritime
Deepwater Division for USD513 Mn in cash and repaid the CSO Aker Maritime debt
of USD142 Mn. To finance this operation the Group expended approximately USD285
Mn of its own cash and borrowed USD370 Mn in new bank debt in January 2001
pursuant to a short-term credit agreement. A USD350 Mn revolving credit
facility with a term of 5 years was put in place at the end of June 2001 to
refinance part of this short-term debt.










Table of Contents



10.     BACKLOG



At September 30, 2001, the Group had firm customer orders (backlog) of
EUR1,743.2 Mn compared to a total backlog at September 30, 2000, of EUR774 Mn
and a total backlog at June 30, 2001, of EUR1,657.6 Mn.



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Backlog as at period ended
	 	 	

		 	September 30,	 	June 30,	 	September 30,
	(amounts in millions of Euros)	 	2001	 	2001	 	2000*
	
	 	
	 	
	 	

	For the year N
	 	 	387.4	 	 	 	726.0	 	 	 	263	 
	For year N+1
	 	 	773.9	 	 	 	576.2	 	 	 	438	 
	For year N+2 and beyond
	 	 	581.9	 	 	 	355.4	 	 	 	73	 
	Total
	 	 	1,743.2	 	 	 	1,657.6	 	 	 	774	 




	*	 	Figures do not include backlog for the CSO Aker Maritime Deepwater Division
The backlog of the CSO Aker Maritime Deepwater Division amounted to EUR347 Mn
at end December 2000 and EUR647.3 Mn at end September 2001.



Roncador contract figures are included in our backlog presented above. While
the accident on the Petrobras P-36 production platform last March delayed the
global execution of the project which we were awarded in December 2000,
Petrobras has recently resumed execution of the project.


Pierre Marie Valentin, Chairman and Chief Executive Officer of the Coflexip
Stena Offshore Group, made the following comments: “Despite the deplorable
incident described in our October 29, 2001 press release and the resulting
non-recurring loss, the general outlook in our business remains good. The surge
in development of deepwater fields is well underway and with it the demand for
oil services and products, we are witnessing particularly strong demand for
product supply such as flexible pipe and umbilicals for which our backlog and
prospects appear favorable in 2002.


The technical performance of the CSO Deep Blue has exceeded our expectations on
her first assignment installing the Banjo and Seahawk lines for Williams on
Kerr McGee’s Boomvang and Nansen developments. Our clients’ interest in the
vessel gives us a positive outlook for its work in 2002 and its overall work
load is better than what we had expected when we decided to build her. The
timing of the vessel’s arrival in the Gulf of Mexico has proven to be opportune
given the numerous deepwater pipe-lay jobs in that region, and it establishes
our position as a deepwater contractor there.


The market for subsea umbilicals, risers and flowlines (SURF) has also been
strong and order intake recorded over the period is up in all regions.


The market for developments based upon floating systems is commercially very
strong and we are pleased to have booked the new Gunnision Spar contract for
Kerr McGee in the Gulf of Mexico, in November, confirming the preference among
operators in the region for Spar technology. Growth in volume in the market for
floating architectures is stronger than we had anticipated when we decided to
acquire the Deepwater Division although improving the margins of the division
takes more time than we anticipated. The market for other fabrication work
(other than Spar fabrication) has been weaker than anticipated and projects are
moving to the right with competition remaining intense.


We remain convinced of the strategic merits of the acquisition of the Aker
Deepwater Division and in it see great potential for improvement — and this is
our job: unlocking the value within the Group to the benefit of our
shareholders. The whole of the Technip-Coflexip team is working actively to
further the integration of the two groups strategically, commercially and
financially.”










Table of Contents



CONSOLIDATED STATEMENTS OF INCOME(1)




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(amounts in millions, except	 	September 30,	 	September 30, 2001	 	September 30, 2000
		 	2001	 	
	 	

	per share data)	 	USD(2)	 	EUR	 	%	 	EUR	 	%
	
	 	
	 	
	 	
	 	
	 	

	NET OPERATING REVENUES
	 	 	1,189.2	 	 	 	1,307.0	 	 	 	100	 	 	 	797.7	 	 	 	100	 
	Cost of operations
	 	 	(941.1	)	 	 	(1,034.3	)	 	 	(79	)	 	 	(572.6	)	 	 	(72	)
	Depreciation and amortization(3)
	 	 	(85.4	)	 	 	(93.9	)	 	 	(7	)	 	 	(61.1	)	 	 	(7	)
	Selling, general and administrative expenses
	 	 	(106.8	)	 	 	(117.4	)	 	 	(8	)	 	 	(71.0	)	 	 	(9	)
	OPERATING INCOME
	 	 	55.9	 	 	 	61.4	 	 	 	6	 	 	 	93.0	 	 	 	12	 
	Interest and other financial income
	 	 	14.7	 	 	 	16.1	 	 	 	1	 	 	 	19.1	 	 	 	2	 
	Interest and other financial expense
	 	 	(22.7	)	 	 	(25.0	)	 	 	(2	)	 	 	(9.0	)	 	 	(1	)
	Net foreign exchange gain (loss)
	 	 	(3.6	)	 	 	(3.9	)	 	 	0	 	 	 	1.4	 	 	 	—	 
	Capital Gain on Sale of CALDIVE
	 	 	—	 	 	 	—	 	 	 	 	 	 	 	167.4	 	 	 	21	 
	Capital gain on CSO Installer
	 	 	—	 	 	 	—	 	 	 	 	 	 	 	10.4	 	 	 	1	 
	Equity income of investees
	 	 	3.6	 	 	 	4.0	 	 	 	0	 	 	 	2.6	 	 	 	1	 
	Minority interests
	 	 	0.6	 	 	 	0.7	 	 	 	0	 	 	 	(0.1	)	 	 	—	 
	INCOME BEFORE INCOME TAXES
	 	 	48.5	 	 	 	53.3	 	 	 	5	 	 	 	284.8	 	 	 	36	 
	Income taxes
	 	 	(18.7	)	 	 	(20.6	)	 	 	(2	)	 	 	(79.2	)	 	 	(10	)
	NET INCOME
	 	 	29.8	 	 	 	32.7	 	 	 	3	 	 	 	205.6	 	 	 	26	 
	EARNINGS PER SHARE
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	— Basic earnings per share in
circulation
	 	 	1.59	 	 	 	1.75	 	 	 	 	 	 	 	11.03	 	 	 	 	 
	— Diluted earnings per share
in circulation
	 	 	1.57	 	 	 	1.72	 	 	 	 	 	 	 	10.88	 	 	 	 	 




	(1)	 	Non audited.
	 
	(2)	 	Dollar amounts are translated solely for convenience at the Noon Buying
Rate for Euros on September 30, 2001, of EUR1.09902 per USD1.00.
	 
	(3)	 	Of which EUR20.1 Mn was for the goodwill amortization at end September 2001
and EUR3.2 Mn at end September 2000.











Table of Contents




CONSOLIDATED STATEMENTS OF INCOME 3RD QUARTER(1)




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	3rd quarter	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	2001	 	2000
		 	2001	 	
	 	

	(amounts in millions, except per share data)	 	USD(2)	 	EUR	 	%	 	EUR	 	%
	
	 	
	 	
	 	
	 	
	 	

	NET OPERATING REVENUES
	 	 	441.5	 	 	 	485.2	 	 	 	100	 	 	 	307.6	 	 	 	100	 
	Cost of operations
	 	 	(372.8	)	 	 	(409.7	)	 	 	(84	)	 	 	(232.0	)	 	 	(75	)
	Depreciation and amortization(3)
	 	 	(30.1	)	 	 	(33.1	)	 	 	(7	)	 	 	(20.7	)	 	 	(7	)
	Selling, general and administrative expenses
	 	 	(40.8	)	 	 	(44.8	)	 	 	(9	)	 	 	(21.9	)	 	 	(7	)
	OPERATING INCOME
	 	 	(2.2	)	 	 	(2.4	)	 	 	0	 	 	 	33.0	 	 	 	11	 
	Interest and other financial income
	 	 	3.3	 	 	 	3.6	 	 	 	1	 	 	 	6.2	 	 	 	2	 
	Interest and other financial expense
	 	 	(6.2	)	 	 	(6.8	)	 	 	(1	)	 	 	(2.9	)	 	 	(1	)
	Net foreign exchange gain (loss)
	 	 	(2.7	)	 	 	(3.0	)	 	 	(1	)	 	 	1.0	 	 	 	—	 
	Capital Gain on Sale of CALDIVE
	 	 	—	 	 	 	—	 	 	 	 	 	 	 	167.4	 	 	 	54	 
	Equity of investees
	 	 	1.3	 	 	 	1.4	 	 	 	 	 	 	 	1.5	 	 	 	1	 
	Minority Interest
	 	 	0.2	 	 	 	0.3	 	 	 	 	 	 	 	0.3	 	 	 	—	 
	INCOME BEFORE INCOME TAXES
	 	 	(6.3	)	 	 	(6.9	)	 	 	(1	)	 	 	206.5	 	 	 	67	 
	Income taxes
	 	 	2.3	 	 	 	2.5	 	 	 	1	 	 	 	(52.6	)	 	 	(17	)
	NET INCOME
	 	 	(4.0	)	 	 	(4.4	)	 	 	0	 	 	 	153.9	 	 	 	50	 
	EARNINGS PER SHARE
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	— Basic earnings per share in circulation
	 	 	1.42	 	 	 	1.56	 	 	 	 	 	 	 	8.24	 	 	 	 	 
	— Diluted earnings per share in circulation
	 	 	1.40	 	 	 	1.54	 	 	 	 	 	 	 	8.14	 	 	 	 	 




	(1)	 	Non audited quarterly breakdown.
	 
	(2)	 	Dollar amounts are translated solely for convenience at the Noon Buying
Rate for Euros on September 30, 2001, of EUR1.09902 per USD.1.00.
	 
	(3)	 	Of which EUR7.3 Mn was for the goodwill amortization for the third quarter
of 2001 and EUR3.2 Mn for the third quarter of 2000.











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CONSOLIDATED BALANCE SHEETS




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	September 30,(1)	 	 	 	 
	 	 	
	 	December 31,
	(amounts in millions)	 	2001 USD(2)	 	2001	 	2000
	
	 	
	 	
	 	

	ASSETS
	 	 	 	 	 	 	 	 	 	 	 	 
	CURRENT ASSETS
	 	 	 	 	 	 	 	 	 	 	 	 
	Cash and cash equivalents
	 	 	219.7	 	 	 	241.5	 	 	 	598.8	 
	Prepaid expenses and other current assets
	 	 	580.3	 	 	 	637.8	 	 	 	442.4	 
	TOTAL CURRENT ASSETS
	 	 	832.8	 	 	 	915.3	 	 	 	1,041.2	 
	INVESTMENTS AND OTHER ASSETS
	 	 	15.2	 	 	 	16.7	 	 	 	3.8	 
	PROPERTY, PLANT, SHIPS AND EQUIPMENT
	 	 	629.9	 	 	 	692.3	 	 	 	502.2	 
	INTANGIBLE ASSETS
	 	 	567.5	 	 	 	623.7	 	 	 	52.0	 
	TOTAL ASSETS
	 	 	2,045.4	 	 	 	2,248.0	 	 	 	1,599.2	 
	LIABILITIES AND SHAREHOLDERS’ EQUITY
	 	 	 	 	 	 	 	 	 	 	 	 
	CURRENT LIABILITIES
	 	 	 	 	 	 	 	 	 	 	 	 
	Bank overdrafts
	 	 	51.8	 	 	 	56.9	 	 	 	7.6	 
	Current portion of long-term debt
	 	 	95.7	 	 	 	105.2	 	 	 	28.1	 
	Other current liabilities
	 	 	588.3	 	 	 	646.6	 	 	 	540.1	 
	TOTAL CURRENT LIABILITIES
	 	 	735.8	 	 	 	808.7	 	 	 	575.8	 
	Long-term debt
	 	 	375.3	 	 	 	412.5	 	 	 	48.5	 
	Other long-term liabilities
	 	 	86.9	 	 	 	95.5	 	 	 	68.9	 
	TOTAL LONG-TERM LIABILITIES
	 	 	462.2	 	 	 	508.0	 	 	 	117.4	 
	TOTAL SHAREHOLDERS’ EQUITY
	 	 	847.4	 	 	 	931.3	 	 	 	906.0	 
	TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
	 	 	2,045.4	 	 	 	2,248.0	 	 	 	1,599.2	 




	(1)	 	Non audited.
	 
	(2)	 	Dollar amounts are translated solely for convenience at the Noon Buying
Rate for Euros on September 30, 2001, of EUR1.09902 per USD1.00.











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ANALYSIS OF NET OPERATING REVENUES AND EBITDA BY SEGMENT(1)



NET OPERATING REVENUES BY SEGMENT




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	September 30,	 
	 	 	
	 
	 	 	2001	 	 	2000
	 	 	
	 	 	

	(amounts in million)	 	USD(2)	 	EUR	 	%	 	EUR	 	%
	
	 	
	 	
	 	
	 	
	 	

	NORTH SEA
	 	 	397.2	 	 	 	436.5	 	 	 	33	 	 	 	391.5	 	 	 	49	 
	BRAZIL
	 	 	118.9	 	 	 	130.7	 	 	 	10	 	 	 	155.1	 	 	 	19	 
	ASIA PACIFIC
	 	 	42.1	 	 	 	46.3	 	 	 	4	 	 	 	62.5	 	 	 	8	 
	REST OF THE WORLD(3)
	 	 	258.9	 	 	 	284.5	 	 	 	22	 	 	 	188.6	 	 	 	24	 
	CSO AKER MARITIME DEEPWATER
DIVISION
	 	 	372.1	 	 	 	409.0	 	 	 	31	 	 	 	—	 	 	 	—	 
	TOTAL NET OPERATING REVENUES
	 	 	1,189.2	 	 	 	1,307.0	 	 	 	100	 	 	 	797.7	 	 	 	100	 



PROFIT AND LOSS EBITDA BY SEGMENT




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	September 30,	 
	 	 	
	 
	 	 	2001	 	 	 	 
	 	 	
	 	2000
	(amounts in millions)	 	USD(2)	 	EUR	 	EUR
	
	 	
	 	
	 	

	NORTH SEA
	 	 	101.9	 	 	 	112.0	 	 	 	91.3	 
	BRAZIL
	 	 	41.8	 	 	 	46.0	 	 	 	52.3	 
	ASIA PACIFIC
	 	 	10.0	 	 	 	11.0	 	 	 	10.8	 
	REST OF THE WORLD(3)
	 	 	36.7	 	 	 	40.3	 	 	 	27.2	 
	CSO AKER MARITIME DEEPWATER DIVISION
	 	 	(14.9	)	 	 	(16.4	)	 	 	 	 
	SEGMENT PROFIT AND LOSS EBITDA(4)
	 	 	175.5	 	 	 	192.9	 	 	 	181.6	 
	GENERAL CORPORATE EXPENSES(5)
	 	 	(34.3	)	 	 	(37.7	)	 	 	(27.5	)
	SEGMENT PROFIT AND LOSS EBITDA
	 	 	141.2	 	 	 	155.2	 	 	 	154.1	 
	DEPRECIATION
	 	 	(85.3	)	 	 	(93.8	)	 	 	(61.1	)
	OPERATING INCOME
	 	 	55.9	 	 	 	61.4	 	 	 	93.0	 




	(1)	 	Non audited.
	 
	(2)	 	Dollar amounts are translated solely for convenience at the Noon Buying
Rate for Euros on September 30, 2001, of EUR1.09902 per USD1.00.
	 
	(3)	 	Including France.
	 
	(4)	 	Before general corporate expenses.
	 
	(5)	 	Excluding residual goodwill relative to the acquisition of Stena Offshore
in 1994.











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ANALYSIS OF NET OPERATING REVENUES AND OPERATING INCOME BY SEGMENT



NET OPERATING REVENUES BY SEGMENT




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	3rd quarter(1)	 
	 	 	
	 
	 	 	2001	 	2000
	 	 	
	 	

	(amounts in millions)	 	USD(2)	 	EUR	 	%	 	EUR	 	%
	
	 	
	 	
	 	
	 	
	 	

	NORTH SEA
	 	 	155.8	 	 	 	171.2	 	 	 	35	 	 	 	137.2	 	 	 	45	 
	BRAZIL
	 	 	47.8	 	 	 	52.5	 	 	 	11	 	 	 	54.0	 	 	 	17	 
	ASIA PACIFIC
	 	 	17.4	 	 	 	19.1	 	 	 	4	 	 	 	25.4	 	 	 	8	 
	REST OF THE WORLD(3)
	 	 	108.0	 	 	 	118.7	 	 	 	24	 	 	 	91.0	 	 	 	30	 
	CSO AKER MARITIME DEEPWATER
DIVISION
	 	 	112.5	 	 	 	123.7	 	 	 	26	 	 	 	 	 	 	 	 	 
	TOTAL NET OPERATING REVENUES
	 	 	441.5	 	 	 	485.2	 	 	 	100	 	 	 	307.6	 	 	 	100	 



PROFIT AND LOSS EBITDA BY SEGMENT




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	3rd quarter(1)
	 	 	

	 	 	2001	 	 	 	 
	 	 	
	 	2000
	(amounts in millions)	 	USD(2)	 	EUR	 	EUR
	
	 	
	 	
	 	

	NORTH SEA
	 	 	31.0	 	 	 	34.1	 	 	 	27.2	 
	BRAZIL
	 	 	16.7	 	 	 	18.4	 	 	 	15.0	 
	ASIA PACIFIC
	 	 	3.4	 	 	 	3.8	 	 	 	4.5	 
	REST OF THE WORLD(3)
	 	 	16.5	 	 	 	18.1	 	 	 	16.6	 
	CSO AKER MARITIME DEEPWATER DIVISION
	 	 	(22.9	)	 	 	(25.2	)	 	 	 	 
	SEGMENT PROFIT AND LOSS EBITDA(4)
	 	 	44.7	 	 	 	49.2	 	 	 	63.3	 
	GENERAL CORPORATE EXPENSES(5)
	 	 	(16.8	)	 	 	(18.5	)	 	 	(9.6	)
	SEGMENT PROFIT AND LOSS EBITDA
	 	 	27.9	 	 	 	30.7	 	 	 	53.7	 
	DEPRECIATION
	 	 	(30.1	)	 	 	(33.1	)	 	 	(20.7	)
	OPERATING INCOME
	 	 	(2.2	)	 	 	(2.4	)	 	 	33.0	 




	(1)	 	Non audited quarterly breakdown.
	 
	(2)	 	Dollar amounts are translated solely for convenience at the Noon Buying
Rate for Euros on September 30, 2001, of EUR1.09902 per USD1.00.
	 
	(3)	 	Including France.
	 
	(4)	 	Before general corporate expenses.
	 
	(5)	 	Excluding residual goodwill relative to the acquisition of Stena Offshore
in 1994.



Press Release of January 17, 2002



“TECHNIP-COFLEXIP ANNOUNCES A NEW CONTRACT FOR A REFINERY IN TURKMENISTAN AND
COMMENTS ON ITS MARKET VIEW FOR 2002.


TECHNIP-COFLEXIP (NYSE: TKP and EURONEXT: 13170) has been awarded, by the
state-owned Turkmen oil and gas company TURKMENNEFTEGAS, a lump sum turnkey
contract, worth about 130 million euros, for the design and construction of a
diesel hydrotreating plant on the site of the Turkmenbashi refinery, located on
the Caspian Sea.


According to contract specifications, the plant will produce 1,500,000 tons per
year of hydrotreated diesel with less than 10 ppm of sulfur and 20 tons per day
of sulfur as by-products. It will mainly include a hydrotreating unit, a sulfur
recovery unit based on Technip-Coflexip’s proprietary technology as well as
associated utilities, storage tanks and control systems.


The engineering, procurement, construction and start-up of the plant will be
carried out by the engineering center of Technip-Coflexip based in Düsseldorf,
Germany.


Officially signed on January 15, 2002 by the President of Turkmenistan, Mr
Saparmurat Niyazov, the contract will become effective and be recorded in our
backlog as soon as the financing of the project is arranged and secured through
a multi-source financing scheme that is currently being set up.


Works are scheduled to be completed in 33 months from the effective date.


Within the framework of the expansion and upgrading program of the Turkmenbashi
refinery, Technip-Coflexip has successfully completed the design and
construction of a 1.8 million-ton-a-year catalytic cracker, which has










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been in operation since July 2001, and a lube oils plant, which started production in
August 2001. Altogether these three projects represent over 500 million euros.


Outlook for 2002:


With this first significant contract, 2002 begins under better auspices than
last year, which was relatively disappointing in terms of order intake although
2001 earnings are in line with our expectations. Based on information currently
available, and as stated at the shareholders meeting of December 13, 2001, net
income for Technip-Coflexip for 2001 (prior to goodwill amortization and
non-recurring items) should be in line with the target of 20% growth in 2001
net income as compared with 2000 — less the negative effect of the
non-recurring loss recorded on a contract signed by CSO Aker in Finland,
previously announced in a press release dated 29 October 2001.


Contract awards have been attributed at a slower pace than anticipated
especially during the last quarter of 2001.


In the offshore branch, while backlog build-up is satisfactory, several large
contracts for which we were tendering have been delayed by operators, in
particular, several major projects for deepwater developments both in the Gulf
of Mexico and in West Africa.


In the onshore-downstream branch, signed contracts for a value of roughly 1
billion Euro have not yet been put into force but could be in the coming
months. Meanwhile, these contracts have not been entered into our backlog and
do not yet generate revenues.


Clearly some of these delays are a direct or indirect result of the climate of
uncertainty that has emerged during the fourth quarter of last year in the wake
of the September 11 events and news and concerns about the outlook for global
economic growth and crude oil prices.


Based on currently available information, Technip-Coflexip estimates that its
consolidated revenues should show moderate growth in 2002 and could reach
roughly 5 billion Euro. We expect EBITDA margins (earnings before interest
taxes, depreciation and amortization/revenues) for the combined entity in 2002
should be in a range of 10-12%.


So far 2002 has commenced with solid tendering activity which bodes well for
growth in order taking in 2002, particularly for deepwater developments, gas
developments, LNG projects and hydro-metallurgy. With respect to the ongoing
activity of the Group, it is satisfactory and characterized by high levels of
activity and unabated integration of our teams from the various entities that
make up the new Group.


As a result, Technip-Coflexip believes it is, in its newly combined form, well
equipped to make the most of oil and gas investments to come.”





7.2     OUTLOOK



The Group’s strategy revolves around the following four objectives:



	—	 	to target a 50/50 revenue split between offshore and other activities,
	 
	—	 	to maintain capital spending policy in line with this target and with CSO current policy,
	 
	—	 	to keep a focus on gas and gas-related projects, particularly in the Middle East, and
	 
	—	 	to grow revenue from non-oil industries to 15-20% of combined revenue.



Despite economic conditions less favorable than those of year ago, the Group is
entering 2002 with a significant level of orders to execute.


Furthermore, TECHNIP-COFLEXIP’s core activities have not been negatively
impacted by the international situation with regards to in-process contracts,
projects under negotiation, whether they be offshore or downstream activities,
in the Far East and in the Middle East.


In its press release dated January 17, 2002 (see 7.1 above), Technip-Coflexip
announced a new contract and commented on its market view for 2002.