##### Table of Contents









SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549





FORM 20-F


|  |  |                                                                                                                                               |  | 
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------- |  | 
|  |  | (Mark One)                                                                                                                                    |  | 
|o |  | REGISTRATION STATEMENT PURSUANT TO SECTION 12(B)
    OR (G) OF
    THE SECURITIES EXCHANGE ACT OF 1934                                        |  | 
| 
|x |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
    THE SECURITIES
    EXCHANGE ACT OF 1934
    For the fiscal year ended: December 31, 2002 |  | 
|o |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
    OF THE SECURITIES EXCHANGE ACT OF 1934
    Commission file number 1-15234               |  | 

TECHNIP-COFLEXIP


(Exact name of Registrant as specified in its
charter)


|                                                                      |  |                                                          
|--------------------------------------------------------------------- |  | ---------------------------------------------------------
|Not applicable(Translation of
    Registrants
    name into English) |  | France(Jurisdiction of incorporation
    or organization)

La Défense 6


170, Place Henri Régnault


92973 Paris, La Défense Cedex


(Address of principal executive
offices)


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

|                                                                                   |  |                                           
|---------------------------------------------------------------------------------- |  | ------------------------------------------
|Title of each class:                                                               |  | Name of each exchange on which registered:
|                                                                                   |  |                                           
|American Depositary Shares, each representing
    one-fourth of one Ordinary Share |  | New York Stock Exchange                   
|Ordinary Shares*                                                                   |  | New York Stock Exchange                   



---



|  |                                                                                                                                                                                                                  
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|* | Listed, not for trading or quotation purposes,
    but only in connection with the registration of the American
    Depositary Shares pursuant to the requirements of the Securities
    and Exchange Commission.

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

None

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

None

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

Ordinary
Shares, nominal value
 3.05 per
share: 23,408,004

Indicate
by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the Registrant
was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

Yes x                      No o


Indicate
by check mark which financial statement item the Registrant has
elected to follow.

Item 17 o                  Item 18 x



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TABLE OF CONTENTS



|                                              |                                                                                       |  |  |  |  |  |  | 
|--------------------------------------------- | ------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PRESENTATION OF INFORMATION                  
|PART I                                       
|                                              | Item 1. Identity of Directors, Senior Management and Advisers                        
|                                              | Item 2. Offer Statistics and Expected Timetable                                      
|                                              | Item 3. Key Information                                                              
|                                              | Item 4. Information on Technip-Coflexip                                              
|                                              | Item 5. Operating and Financial Review and Prospects                                 
|                                              | Item 6. Directors, Senior Management and Employees                                   
|                                              | Item 7. Major Shareholders and Related Party Transactions                            
|                                              | Item 8. Financial Information                                                        
|                                              | Item 9. The Offer and Listing                                                        
|                                              | Item 10. Additional Information                                                      
|DESCRIPTION OF OUR AMERICAN DEPOSITARY SHARES
|                                              | Item 11. Quantitative And Qualitative Disclosures About Market Risk                  
|                                              | Item 12. Description of Securities to be registered                                  
|                                              | Item 13. Defaults, Dividend Arrearages and Delinquencies                             
|                                              | Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
|PART III                                     
|                                              | Item 15. Controls and Procedures                                                     
|                                              | Item 16. [Reserved.]                                                                 
|                                              | Item 17. Financial Statements                                                        
|                                              | Item 18. Financial Statements                                                        
|                                              | Item 19. Exhibits                                                                    
|SIGNATURES                                   
|CERTIFICATIONS                               
|EX-1.1: BY-LAWS AS AMENDED                   
|EX-12.1: CERTIFICATION OF THE C.E.O.         
|EX-12.2: CERTIFICATION OF THE C.F.O.         



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##### Table of Contents



TABLE OF CONTENTS

|                            |  |                                                                                  |   |      |     | 
|--------------------------- |  | -------------------------------------------------------------------------------- | - | ---- | --- | 
|                            |  |                                                                                  |   | Page |    
|                            |  |                                                                                  |   |      |    
|PRESENTATION OF INFORMATION |  |                                                                                  | 4 |     
|PART I                      |  |                                                                                  |   |     
|Item 1:                     |  | Identity of Directors, Senior Management and
    Advisers                        |   |      | 5   | 
|Item 2:                     |  | Offer Statistics and Expected Timetable                                          |   |      | 5   | 
|Item 3:                     |  | Key Information                                                                  |   |      | 5   | 
|Item 4:                     |  | Information on Technip-Coflexip                                                  |   |      | 13  | 
|Item 5:                     |  | Operating and Financial Review and Prospects                                     |   |      | 43  | 
|Item 6:                     |  | Directors, Senior Management and Employees                                       |   |      | 68  | 
|Item 7:                     |  | Major Shareholders and Related Party Transactions                                |   |      | 74  | 
|Item 8:                     |  | Financial Information                                                            |   |      | 75  | 
|Item 9:                     |  | The Offer and Listing                                                            |   |      | 77  | 
|Item 10:                    |  | Additional Information                                                           |   |      | 80  | 
|Item 11:                    |  | Quantitative And Qualitative Disclosures About
    Market Risk                   |   |      | 111 | 
|Item 12:                    |  | Description of Securities to be Registered                                       |   |      | 114 | 
|PART II                     |  |                                                                                  |   |     
|Item 13:                    |  | Defaults, Dividend Arrearages and Delinquencies                                  |   |      | 115 | 
|Item 14:                    |  | Material Modifications to the Rights of Security
    Holders and Use of Proceeds |   |      | 115 | 
|PART III                    |  |                                                                                  |   |     
|Item 15:                    |  | Controls and Procedures                                                          |   |      | 116 | 
|Item 16:                    |  | [Reserved.]                                                                      |   |      | 116 | 
|Item 17:                    |  | Financial Statements                                                             |   |      | 116 | 
|Item 18:                    |  | Financial Statements                                                             |   |      | 116 | 
|Item 19:                    |  | Exhibits                                                                         |   |      | 117 | 

3



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##### Table of Contents






PRESENTATION OF INFORMATION

In this annual report, all references herein to
U.S. dollars, dollars,
cents or $ are to the currency of the
United States; references to France are to the
Republic of France; references to euro or
 are
to the currency of the European Monetary Union including France;
prior to adoption of the euro on January 1, 1999.

Various amounts and percentages in this annual
report have been rounded and, accordingly, may not total.

4



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##### Table of Contents






PART I






Item 1.     Identity
of Directors, Senior Management and Advisers


Not applicable.




Item 2.     Offer
Statistics and Expected Timetable

Not applicable.




Item 3.     Key
Information

Selected Financial Data

We publish our consolidated financial statements
in euro. However, our financial statements for 1998, 1999, 2000
and 2001 were originally prepared in French francs, and have
been translated into euro for purposes of this document at the
rate of FF 6.55957 =
 1.00, the
applicable legal rate of conversion established on
January 1, 1999. For additional information regarding the
euro and the French franc, see  Exchange Rate
Information, below. Unless otherwise stated, the
translations of euros into U.S. dollars have been made at
the rate of $1.1766 per
 1.00, the
noon buying rate in New York City for cable transfers in euros
as certified for customs purposes by the Federal Reserve Bank of
New York (the Noon Buying Rate) on May 30,
2003. See  Exchange Rate Information,
below, for information regarding the euro and French
franc/U.S. dollar exchange rates from 1998 to the present.

Unless otherwise indicated, we have prepared the
financial information contained in this annual report in
accordance with French generally accepted accounting principles
(GAAP), which differ in certain significant respects
from U.S. GAAP. See Notes 30 and 31 to our audited
consolidated financial statements for the years ended
December 31, 2000, 2001 and 2002 (the Consolidated
Financial Statements) included elsewhere in this annual
report for a description of the principal differences between
French GAAP and U.S. GAAP, as they relate to us and our
consolidated subsidiaries, and a reconciliation to
U.S. GAAP of net income and shareholders equity.

The tables below present selected consolidated
financial data for the Group for the five-year period ended
December 31, 2002. Such data with respect to the years
ended December 31, 2000, 2001 and 2002 have been extracted
or derived from the consolidated financial statements of the
Group, and are qualified by reference to, and should be read in
conjunction with, the Consolidated Financial Statements and the
Notes thereto and Item 5. Operating and Financial
Review and Prospects included elsewhere in this annual
report. The Consolidated Financial Statements have been audited
by Barbier Frinault & Autres  Ernst & Young,
independent auditors, as indicated in their report thereon,
which also appears in this annual report.

5



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|                                         |  |                                          |         |   |      |  |         |      |  |  |         |  |  |      |         |  |   |  |         |  |  |  |         | 
|---------------------------------------- |  | ---------------------------------------- | ------- | - | ---- |  | ------- | ---- |  |  | ------- |  |  | ---- | ------- |  | - |  | ------- |  |  |  | ------- | 
|                                         |  |                                         
|                                         |  | Year ended December 31,                  |        
|                                         |  |                                          |        
|                                         |  |                                          |         |  
|                                         |  | 2002                                     |         |   |     
|                                         |  |                                          |         |   | 2001 |  |         | 2000 |  |  | 1999    |  |  | 1998 |        
|                                         |  | U.S.$(1)                                 |         |   |     |  |         |     |  |  |        |  |  |     |         |  |  | 
|                                         |  |                                          |         |   |      |  |         |      |  |  |         |  |  |      |         |  |   | 
|                                         |  |                                         
|                                         |  | (amounts in millions, except share data) |        
|Income Statement Data:                   |  |                                          |         |   |      |  |         |      |  |  |         |  |  |      |         |  |   |  |         |  |  |  |         | 
|French GAAP                              |  |                                          |         |   |      |  |         |      |  |  |         |  |  |      |         |  |   |  |         |  |  |  |         | 
|Net sales                                |  |                                          | 5,238.6 |   |      |  | 4,452.3 |      |  |  | 3,546.0 |  |  |      | 2,972.0 |  |   |  | 2,782.2 |  |  |  | 1,846.4 | 
|Operating expenses                       |  |                                          | 5,136.5 |   |      |  | 4,365.5 |      |  |  | 3,372.5 |  |  |      | 2,816.1 |  |   |  | 2,630.7 |  |  |  | 1,710.9 | 
|Operating income (loss)                  |  |                                          | 102.1   |   |      |  | 86.8    |      |  |  | 173.5   |  |  |      | 155.9   |  |   |  | 151.5   |  |  |  | 135.5   | 
|Net income (loss)                        |  |                                          | (34.6   | ) |      |  | (29.4   | )    |  |  | 108.1   |  |  |      | 214.2   |  |   |  | 172.6   |  |  |  | 105.4   | 
|U.S. GAAP                                |  |                                          |         |   |      |  |         |      |  |  |         |  |  |      |         |  |   |  |         |  |  |  |         | 
|Net sales                                |  |                                          | 5,214.7 |   |      |  | 4,432.0 |      |  |  | 3,547.3 |  |  |      | 2,989.5 |  |   |  | 2,783.7 |  |  |  | N/A     | 
|Operating income                         |  |                                          | 208.4   |   |      |  | 177.1   |      |  |  | 198.7   |  |  |      | 151.7   |  |   |  | 150.9   |  |  |  | N/A     | 
|Net income                               |  |                                          | 98.0    |   |      |  | 83.3    |      |  |  | 114.8   |  |  |      | 164.9   |  |   |  | 109.6   |  |  |  | N/A     | 
|Per Share Data:                          |  |                                          |         |   |      |  |         |      |  |  |         |  |  |      |         |  |   |  |         |  |  |  |         | 
|French GAAP                              |  |                                          |         |   |      |  |         |      |  |  |         |  |  |      |         |  |   |  |         |  |  |  |         | 
|Non-Diluted earnings (loss) per share    |  |                                          | (1.29   | ) |      |  | (1.1    | )    |  |  | 4.45    |  |  |      | 13.90   |  |   |  | 10.95   |  |  |  | 6.68    | 
|Diluted earnings (loss) per share        |  |                                          | (0.58   | ) |      |  | (0.49   | )    |  |  | 4.26    |  |  |      | 12.85   |  |   |  | 10.75   |  |  |  | 6.51    | 
|Non-Diluted number of shares (thousands) |  |                                          | 26,794  |   |      |  | 26,794  |      |  |  | 24,242  |  |  |      | 15,412  |  |   |  | 15,759  |  |  |  | 15,776  | 
|Diluted number of shares (thousands)(2)  |  |                                          | 28,386  |   |      |  | 28,386  |      |  |  | 25,388  |  |  |      | 16,665  |  |   |  | 16,051  |  |  |  | 16,192  | 
|U.S. GAAP                                |  |                                          |         |   |      |  |         |      |  |  |         |  |  |      |         |  |   |  |         |  |  |  |         | 
|Basic earnings per share                 |  |                                          | 3.80    |   |      |  | 3.23    |      |  |  | 6.85    |  |  |      | 10.84   |  |   |  | 7.12    |  |  |  | N/A     | 
|Diluted earnings per share               |  |                                          | 3.24    |   |      |  | 2.75    |      |  |  | 6.77    |  |  |      | 10.73   |  |   |  | 7.10    |  |  |  | N/A     | 
|Basic number of shares (thousands)       |  |                                          | 25,823  |   |      |  | 25,823  |      |  |  | 16,770  |  |  |      | 15,210  |  |   |  | 15,387  |  |  |  | N/A     | 
|Diluted number of share (thousands)(2)   |  |                                          | 30,325  |   |      |  | 30,325  |      |  |  | 16,962  |  |  |      | 15,374  |  |   |  | 15,446  |  |  |  | N/A     | 
|Other Financial Data:                    |  |                                          |         |   |      |  |         |      |  |  |         |  |  |      |         |  |   |  |         |  |  |  |         | 
|French GAAP                              |  |                                          |         |   |      |  |         |      |  |  |         |  |  |      |         |  |   |  |         |  |  |  |         | 
|Purchase of fixed assets                 |  |                                          | 148.5   |   |      |  | 126.2   |      |  |  | 2,670.5 |  |  |      | 702.2   |  |   |  | 109.8   |  |  |  | 10.5    | 
|Depreciation and amortization            |  |                                          | 306.9   |   |      |  | 260.8   |      |  |  | 110.9   |  |  |      | 43.0    |  |   |  | 31.8    |  |  |  | 14.0    | 

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|                            |  |                       |          |   |      |  |          |      |  |  |          |   |  |      |         |   |   |  |         |   |  |  |         |  
|--------------------------- |  | --------------------- | -------- | - | ---- |  | -------- | ---- |  |  | -------- | - |  | ---- | ------- | - | - |  | ------- | - |  |  | ------- | -
|                            |  |                      
|                            |  | At December 31,       |         
|                            |  |                       |         
|                            |  |                       |          |  
|                            |  | 2002                  |          |   |     
|                            |  |                       |          |   | 2001 |  |          | 2000 |  |  | 1999     |   |  | 1998 |        
|                            |  | U.S.$(1)              |          |   |     |  |          |     |  |  |         |   |  |     |         |   |  | 
|                            |  |                       |          |   |      |  |          |      |  |  |          |   |  |      |         |   |   | 
|                            |  |                      
|                            |  | (amounts in millions) |         
|Balance Sheet Data:         |  |                       |          |   |      |  |          |      |  |  |          |   |  |      |         |   |   |  |         |   |  |  |         |  
|French GAAP                 |  |                       |          |   |      |  |          |      |  |  |          |   |  |      |         |   |   |  |         |   |  |  |         |  
|Cash and cash equivalents   |  |                       | 872.0    |   |      |  | 741.1    |      |  |  | 763.4    |   |  |      | 563.1   |   |   |  | 1,019.4 |   |  |  | 861.5   |  
|Working capital requirement |  |                       | (1,034.5 | ) |      |  | (879.2   | )    |  |  | (695.7   | ) |  |      | (648.0  | ) |   |  | (830.9  | ) |  |  | (537.9  | )
|Fixed assets, net           |  |                       | 4,139.5  |   |      |  | 3,518.2  |      |  |  | 3,806.8  |   |  |      | 1,050.7 |   |   |  | 431.8   |   |  |  | 264.1   |  
|Total assets                |  |                       | 12,479.0 |   |      |  | 10,606.0 |      |  |  | 12,117.7 |   |  |      | 6,906.6 |   |   |  | 6,205.0 |   |  |  | 4,474.3 |  
|Total short-term debt       |  |                       | 349.4    |   |      |  | 297.0    |      |  |  | 456.7    |   |  |      | 191.2   |   |   |  | 15.0    |   |  |  | 8.8     |  
|Total long-term debt        |  |                       | 1,117.9  |   |      |  | 950.1    |      |  |  | 1,182.2  |   |  |      | 4.8     |   |   |  | 6.8     |   |  |  | 2.1     |  
|Shareholders equity        |  |                       | 2,384.1  |   |      |  | 2,026.3  |      |  |  | 2,214.2  |   |  |      | 766.4   |   |   |  | 596.2   |   |  |  | 484.1   |  
|Minority interests          |  |                       | 19.2     |   |      |  | 16.3     |      |  |  | 21.4     |   |  |      | 3.4     |   |   |  | 2.3     |   |  |  | 2.8     |  
|U.S. GAAP                   |  |                       |          |   |      |  |          |      |  |  |          |   |  |      |         |   |   |  |         |   |  |  |         |  
|Total long term debt        |  |                       | 1,117.9  |   |      |  | 950.1    |      |  |  | 1,182.2  |   |  |      | 4.8     |   |   |  | 6.8     |   |  |  | N/A     |  
|Total assets                |  |                       | 7,027.7  |   |      |  | 5,972.9  |      |  |  | 7,672.4  |   |  |      | 2,451.8 |   |   |  | 2,304.8 |   |  |  | N/A     |  
|Shareholders equity        |  |                       | 2,480.9  |   |      |  | 2,108.5  |      |  |  | 2,228.3  |   |  |      | 764.9   |   |   |  | 639.6   |   |  |  | N/A     |  



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|    |                                                                                                                                                                     
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Translated solely for convenience into dollars at
    the Noon Buying Rate on May 30, 2003 of $1.1766 per
     1.00 for
    the year ending December 31, 2002.     
|   
|(2) | Diluted share capital for 2001 and 2002 excludes
    1,847,376 shares held by our subsidiary ISIS, which we canceled
    subsequent to our merger with ISIS in 2002.

Exchange Rate Information

The following table sets forth, for the periods
and dates indicated, certain information concerning the Noon
Buying Rate in New York City for cable transfers for foreign
currencies as certified for customs purposes by the Federal
Reserve Bank of New York expressed in French francs per $ 1.00
or U.S. dollars per
 1.00, as
the case may be. Since January 1, 1999, the euro has
substituted the French franc as the lawful currency of France.
These rates are provided solely for the convenience of the
reader and are not the rates we used in the preparation of our
Consolidated Financial Statements included elsewhere in this
annual report. We use the rate published by the Banque de
France for our internal financial reporting and for the
presentation of certain U.S. dollar/ French franc and
U.S. dollar/euro translations set forth herein (see
 Selected Financial Data). No representation
is made that French francs or euro could have been, or could be,
converted into U.S. dollars at these rates or any other
rate. January 15, 1999 was the last day that the Federal
Reserve Bank of New York published Noon Buying Rates for French
francs.

7



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|                |  |                         |         |  |                         |  |         |      |  |             |          |  |         |          |          |  |          |   |      |      |  |   |      |  |  |   |      |  |  |   |      | 
|--------------- |  | ----------------------- | ------- |  | ----------------------- |  | ------- | ---- |  | ----------- | -------- |  | ------- | -------- | -------- |  | -------- | - | ---- | ---- |  | - | ---- |  |  | - | ---- |  |  | - | ---- | 
|                |  |                         |         | 
|                |  | French francs per $1.00 |         |  | U.S. dollars per  1.00 | 
|                |  |                         |         |  |                         | 
|                |  | Year/period             |         |  | Average                 |  |         |      |  | Year/period |          |  | Average |          |          | 
|                |  | end rate                |         |  | rate (1)                |  |         | High |  |             | Low      |  |         | end rate |          |  | rate (1) |   |      | High |  |   | Low  | 
|                |  |                         |         |  |                         |  |         |      |  |             |          |  |         |          |          |  |          |   |      |      |  |   |      | 
|Yearly amounts  |  |                         |         |  |                         |  |         |      |  |             |          |  |         |          |          |  |          |   |      |      |  |   |      |  |  |   |      |  |  |   |      | 
|1998            |  |                         | FF 5.59 |  |                         |  | FF 5.90 |      |  |             | FF  6.21 |  |         |          | FF  5.39 |  |          |   |     |      |  |   |     |  |  |   |     |  |  |   |     | 
|1999 (2)        |  |                         | 6.51    |  |                         |  | 6.20    |      |  |             | 6.54     |  |         |          | 5.55     |  |          | $ | 1.01 |      |  | $ | 1.06 |  |  | $ | 1.18 |  |  | $ | 1.00 | 
|2000            |  |                         |        |  |                         |  |        |      |  |             |         |  |         |          |         |  |          |   | 0.94 |      |  |   | 0.92 |  |  |   | 1.03 |  |  |   | 0.83 | 
|2001            |  |                         |        |  |                         |  |        |      |  |             |         |  |         |          |         |  |          |   | 0.89 |      |  |   | 0.89 |  |  |   | 0.95 |  |  |   | 0.84 | 
|2002            |  |                         |        |  |                         |  |        |      |  |             |         |  |         |          |         |  |          |   | 1.05 |      |  |   | 0.95 |  |  |   | 1.05 |  |  |   | 0.86 | 
|Monthly amounts |  |                         |         |  |                         |  |         |      |  |             |          |  |         |          |          |  |          |   |      |      |  |   |      |  |  |   |      |  |  |   |      | 
|November 2002   |  |                         |        |  |                         |  |        |      |  |             |         |  |         |          |         |  |          |   | 0.99 |      |  |   | 0.99 |  |  |   | 1.01 |  |  |   | 0.99 | 
|December 2002   |  |                         |        |  |                         |  |        |      |  |             |         |  |         |          |         |  |          |   | 1.05 |      |  |   | 1.02 |  |  |   | 1.05 |  |  |   | 0.99 | 
|January 2003    |  |                         |        |  |                         |  |        |      |  |             |         |  |         |          |         |  |          |   | 1.07 |      |  |   | 1.06 |  |  |   | 1.09 |  |  |   | 1.04 | 
|February 2003   |  |                         |        |  |                         |  |        |      |  |             |         |  |         |          |         |  |          |   | 1.08 |      |  |   | 1.08 |  |  |   | 1.09 |  |  |   | 1.07 | 
|March 2003      |  |                         |        |  |                         |  |        |      |  |             |         |  |         |          |         |  |          |   | 1.09 |      |  |   | 1.08 |  |  |   | 1.11 |  |  |   | 1.05 | 
|April 2003      |  |                         |        |  |                         |  |        |      |  |             |         |  |         |          |         |  |          |   | 1.12 |      |  |   | 1.08 |  |  |   | 1.12 |  |  |   | 1.06 | 
|May 2003        |  |                         |        |  |                         |  |        |      |  |             |         |  |         |          |         |  |          |   | 1.18 |      |  |   | 1.16 |  |  |   | 1.18 |  |  |   | 1.12 | 






|    |                                                                                                                                      
|--- | -------------------------------------------------------------------------------------------------------------------------------------
|(1) | The average of the Noon Buying Rates on the last
    business day of each month during the relevant period.                          
|   
|(2) | January 15, 1999 was the last day that the
    Federal Reserve Bank of New York published Noon Buying Rates for
    the French franc.

Fluctuations in the exchange rate between the
euro and the U.S. dollar will affect the U.S. dollar
equivalent of the euro-denominated prices of our shares and, as
a result, will affect the market price of our ADSs in the United
States. In addition, exchange rate fluctuations will affect the
U.S. dollar pay out relating to any cash dividends received
by holders of our ADSs.

For a discussion of the impact of exchange rate
fluctuations on Technip-Coflexips results of operations,
see Item 5. Operating and Financial Review and
Prospects  Liquidity and Capital Resources.

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Risk Factors

In addition to the other information contained in
this annual report, you should consider carefully the risks
described below. The risks described below are not the only ones
we face. Additional risks not currently known to us, or that we
currently deem immaterial, may also impair our business
operations. Our business, financial condition or results of
operations could be materially adversely affected by any of
these risks.

Risks Related to Our Operations

Because most of our sales are to companies
in the hydrocarbon/ petrochemical industry, a reduction in
capital spending in that industry could cause our projects to be
postponed or cancelled and constrain our ability to grow or
maintain profits

Demand for our services depends on the
hydrocarbon/ petrochemical industrys capital expenditures
for development of fields, refining of oil and gas and
production of their derivatives. Net sales derived from this
industry accounted for approximately 93.3% of our sales in 2002,
86.7% of our net sales in 2001 and 81.5% of our net sales in
2000. We estimate that the hydrocarbon/ petrochemical industry
will continue to account for a substantial majority of our net
sales. The prices of oil and gas on the world markets are the
most significant influence on the hydrocarbon/ petrochemical
industrys capital expenditures. In the upstream segment of
the industry, sustained reductions in oil and gas prices reduce
our upstream clients financial incentives to invest in new
developments, with high-cost offshore developments generally
being the most severely affected. In the downstream segment of
the industry, sustained increases in oil and gas prices put
downward pressure on consumer demand for products derived from
oil and gas, including gasoline, chemicals, synthetic fabrics
and plastics. Any resulting reduction or slowing of demand
reduces our downstream clients financial incentives to
invest in additional production capacity. In both the upstream
and downstream segments, volatility of oil and gas prices can
also cause capital expenditures to be postponed or cancelled.

The hydrocarbon/ petrochemical industrys
capital expenditures are also influenced by the following
factors:



| |   |                                                                       
| | - | ----------------------------------------------------------------------
| |  | the rate of discovery and development of new oil
    and gas reserves,
|
| |  | global demand for energy,                                             
|
| |  | global demand for petrochemicals and fertilizers,                     
|
| |  | local and international political and economic
    conditions, and    
|
| |  | trends in environmental legislation.                                  

A reduction of capital investment in the
hydrocarbon/ petrochemical industry due to any of these factors
or for any other reason could constrain our ability to grow, or
even maintain, profits.

We are contractually exposed to significant
construction risks that could cause us to incur
losses

We derived approximately 80% of our 2002 net
sales from lump-sum turnkey contracts. We expect that turnkey
contracts will continue to account for a similar portion of our
net sales. Under these contracts, we agree for a fixed price to
design, build and install completed facilities which are
delivered in a ready to operate condition. The actual expense to
us of executing a lump-sum turnkey contract may vary
substantially from the assumptions underlying our bid for
several reasons, including:



| |   |                                                                             
| | - | ----------------------------------------------------------------------------
| |  | unanticipated increases in the cost of equipment,
    materials or manpower,
|
| |  | unforeseen construction conditions creating
    unanticipated costs,        
|
| |  | delays caused by local weather conditions, and                              
|
| |  | suppliers or subcontractors failure
    to perform.                       

Under a lump-sum turnkey contract, however, we
are generally unable to increase our price to reflect these
factors, which are difficult to predict at the time of bidding.
For these reasons, it is not possible for us to reliably
estimate our final costs or margins on a contract at the time of
bidding or during the early phases of its execution.

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If our actual expenses were to increase for these
or any other reasons, we could recognize reduced margins or even
incur a loss on the contract.


Losses on one or more large contracts could
reduce our net income or cause us to incur a loss

Our five largest contracts, all of which are
turnkey contracts, represented 34% of our backlog at
December 31, 2002, 26% of our backlog at December 31,
2001 and 35% of our backlog at December 31, 2000. Although
we are more highly diversified following our acquisition of
Coflexip, our contract portfolio will continue to be relatively
concentrated and the combined businesses expected
increased success in bidding for large integrated turnkey
contracts is expected to contribute to continued concentration.
If we do not achieve our expected margins or suffer losses on
one or more of these large contracts, this could reduce our net
income or cause us to incur a loss.

We may fail to successfully develop
integrated services, which could inhibit our ability to
successfully obtain and execute large contracts and increase our
revenues or reduce our growth opportunities and
net income

Our recent experience indicates that clients,
particularly in the offshore sector, are increasingly interested
in consolidating the development of large sites into fewer, and
hence larger and more technically complex, turnkey projects or
even awarding the entire contract to a single project manager.
This trend, if continued, will require engineering and
construction firms to organize more highly integrated projects.
Competitors may, whether through consolidation or growth,
present more credible integrated solutions than we do, causing
us to win fewer tenders. If we do not succeed in being awarded
the contracts for these projects, we could fail to increase, or
even maintain, our volume of projects, net sales and net income.

Execution of integrated projects that we succeed
in obtaining also presents risks. Larger average contract sizes
may tend to concentrate our portfolio on fewer contracts,
increasing the potential volatility of our results and exposure
to individual contract risks. Managing large-scale integrated
projects may also increase the potential size of cost overruns
and negatively affect our operating margins. Additionally, while
in the past we selectively bid on only those contracts related
to the portions of a site which we believed had the best
potential for high margins, large-scale integrated projects may
cause us to assume potentially lower margin portions of a site
as well.

One or more of our contracts for projects
in Iran and Libya may be subject to U.S. sanctions, which
could limit our ability to obtain credit from
U.S. financial institutions and restrict our ability to
make sales in the United States, potentially increasing our cost
of borrowing and reducing our business
opportunities

As a foreign multinational corporation with
operations throughout the world, we engage in activities in and
with countries prohibited under U.S. law to
U.S. citizens and persons subject to U.S. laws,
including, in some cases, foreign persons and corporations.
Under the U.S. Iran and Libya Sanctions Act of 1996, as
amended in August 2001 (ILSA), the U.S. government may
impose sanctions on companies that make statutorily defined
investments in the petroleum industry in Iran and Libya. As
amended, ILSA requires the President of the United States to
impose two or more of certain enumerated sanctions on any person
or company, regardless of nationality, that makes investments in
Iran or Libya of U.S.$ 20 million or more which
directly contribute to the enhancement of Iran or Libyas
ability to develop their respective petroleum industries. We are
engaged in activities in Iran and Libya, consisting principally
of turnkey project management services. Our net sales in Iran
during the year ended December 31, 2002 amounted to
 287 million
(approximately U.S.$ 271 million) and in Libya amounted to
 35 million
(approximately U.S.$ 33 million). At December 31,
2002, we had backlog amounting to approximately
 784 million
(approximately U.S.$ 741 million) in Iran and an immaterial
amount of backlog in Libya. If the U.S. government were to
determine that some or all of our activities in Iran and Libya
are investments as statutorily defined by ILSA, ILSA grants the
President of the United States discretion in determining which
sanctions to apply, which can include restricting our ability to
obtain credit from U.S. financial institutions or support
from the U.S. Export-Import Bank, or restricting our
ability to make sales in the United States, potentially
increasing our cost of borrowing and reducing our business
opportunities. For a

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more detailed discussion of our operations in
Iran and Libya and of U.S. and international sanctions, see
Item 4. Information on Technip-Coflexip 
Geographical and Segment Breakdown of Net Sales and
Backlog.


Interest rate movements or a decline in our
cash balances could reduce our net income

Our financial results are sensitive to changes in
interest rates. Income from investments in short-term money
market instruments represents a portion of our net income. This
source of income is affected by movements in interest rates, our
own cash balances, as well as by cash balances on contracts
resulting from down payments and progress payments from clients.
We negotiate the level of down payments and progress payments
with our clients on a contract-by-contract basis. Lower
prevailing interest rates, a decline in our cash balances, or a
reduction in cash balances on our contracts could reduce our net
income. Higher prevailing interest rates will raise our cost of
borrowing under our financial debt carrying variable rates,
notably our financial debt related to the financing of the
Technip-Coflexip business combination, and could result in lower
net income.

Because we make sales and incur expenses in
multiple currencies, exchange rate movements may cause us to
incur losses

Significant portions of our sales and expenses
are denominated in currencies other than the euro, most
significantly the U.S. dollar and the Great Britain Pound.
To the extent that our expenditures and revenues are not
denominated in the same currency, exchange rate fluctuations
could cause our costs to grow larger than our revenues on a
given contract. Although we closely follow our exposure to
non-euro currencies on a contract-by-contract basis and enter
into hedging transactions in an attempt to reduce the risks of
currency fluctuations, these activities are not always
sufficient to protect us against incurring potentially large
losses if currencies fluctuated significantly.

Risks Related to the Engineering and
Construction Industry

Intensified price pressure by our
competitors could reduce the volume of contracts meeting our
potential margin criteria and negatively affect our net
income

Most of our contracts are obtained through a
competitive bidding process, which is standard in the
engineering and construction services industry. We compete
primarily against major U.S., European and East Asian
engineering and construction companies. While service quality,
technological capacity and performance and personnel, as well as
reputation and experience, are strongly considered in client
decisions, price is the major factor in most tender awards. In
the past, our industry has been frequently subject to intense
price competition. If price competition were to intensify in the
future, the number of tenders meeting our criteria for high
potential margins would decline, and our volume and net income
could grow more slowly or decrease.

Because a large number of oil and gas
projects are found in developing countries, political
instability in these countries could cause projects to be
cancelled, postponed or subject to delays, which could increase
our costs and reduce our future growth
opportunities

Much of our business involves projects in
developing or less developed countries that are experiencing or
may experience political instability. For the year ended
December 31, 2002, a majority of our net sales came from
projects located in developing countries. Unanticipated
political events or social disturbances in developing or less
developed countries could cause a material decrease in our
profitability. For example, the Gulf War in 1990 and 1991
disrupted some of our projects. We cannot exclude that the
current armed conflict in the Middle East will not delay or
otherwise negatively affect our backlog and future business
prospects in this region and elsewhere. Our Sincor refinery
project in Venezuela has been affected by general political and
social unrest in that country, which delayed our reaching
several intermediate project milestones in 2000 and led us to
constitute contract-specific reserves, which negatively affected
our refining segments operating income for the year. In
response to these risks, we have adopted a policy of maximizing
our insurance coverage by using government-sponsored and private
export credit and insurance agencies and by matching our work
progress and outlays to cash advances on all contracts. However,
in the event of national or regional political instability,
these insurance policies may be inadequate to prevent us from
taking a loss on contracts in course, which could reduce our net

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income or cause us to incur a loss. Political
instability may also result in fewer new project tenders meeting
our criteria. For these reasons, political instability in
developing countries could increase our costs and reduce our
future growth opportunities.


Reduced availability of
government-sponsored export financing could increase project
costs to our clients and lead to fewer new projects and reduce
our growth opportunities

We rely to some extent on government-sponsored or
private export credit and insurance agencies, such as the French
COFACE, the Italian SACE, the Dutch NCM, the Spanish CESCE and
the U.S. Export-Import Bank, to assist our clients to
obtain financing for some major contracts. If this financing
assistance were reduced from current levels, our clients might
choose to undertake fewer projects. A reduction in the number of
new contract tenders for this reason would reduce our growth
opportunities.

Our operations may cause substantial harm
to persons and property, which could hurt our reputation and, to
the extent they are not covered contractually or by insurance,
could cause us to incur substantial costs

Our operations are subject to the usual hazards
inherent in providing engineering and construction services for
the hydrocarbon/ petrochemicals industry, such as the risk of
equipment failure, work accidents, fire or explosion. These
hazards can cause personal injury and loss of life, business
interruptions, property and equipment damage, pollution and
environmental damage. We may be subject to claims as a result of
these hazards. We may also be subject to claims resulting from
the subsequent operations of facilities we have delivered. Our
policy of covering these risks through contractual limitations
of liability and indemnities and through insurance may not
always be effective. In some of the jurisdictions in which we
operate, environmental and workers compensation liability
may be assigned to us as a matter of law. Clients and
subcontractors may not have adequate financial resources to meet
their indemnity obligations to us. Losses may derive from risks
not addressed in our indemnity agreements or insurance policies,
or it may no longer be possible to obtain adequate insurance
against some risks on commercially reasonable terms. Failure to
effectively cover ourselves against engineering and construction
industry risks for any of these reasons could expose us to
substantial costs and potentially lead to material losses.
Additionally, the occurrence of any of these risks could hurt
our reputation.

Operations in facilities we have
constructed or are constructing may cause the discharge of
hazardous substances, which could result in significant
environmental remediation costs and cause us to incur a
substantial loss

We operate in a number of different jurisdictions
that have various types of governmental laws and regulations
relating to the discharge of oil or hazardous substances and the
protection of the environment. Pursuant to these laws and
regulations, we could be held liable for remediation of some
types of pollution, including the release of oil, hazardous
substances and debris from production, refining or industrial
facilities, as well as other assets owned or operated by either
our customers or our sub-contractors. Environmental remediation
costs could be significant and cause us to incur a substantial
loss.

Risks Related to Our Shares and American
Depositary Shares

The market value of our shares or American
depositary shares could decline if one of our major shareholders
sold a substantial number of our shares

As of February 28, 2003, our two largest
shareholders, Institut Français du Pétrole
(IFP) and Gaz de France, owned in the aggregate,
approximately 14.1% of our outstanding share capital and
approximately 19.4% of our voting rights. In addition, Total
owns approximately 3.8% of our share capital and approximately
5.9% of our voting rights. See Item 7. Major
Shareholders and Related Party Transactions. Sales of a
substantial number of our shares or American depositary shares
in the public markets, or the perception that sales of a
substantial number of our shares or American depositary shares
could occur, could exert downward pressure on the prevailing
market prices for our shares and American depositary shares
causing them to decline.

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Fluctuations in the exchange rate between
the U.S. dollar and the euro may reduce the
U.S. dollar market value of our American depositary shares
as well as the U.S. dollar value of any dividends we
pay

We will pay any cash dividends in euro, and, as a
result, exchange rate movements will affect the U.S. dollar
value of these dividends as well as any other U.S. dollar
distributions paid to you by the depositary if you hold our
American depositary shares. Exchange rate movements will also
affect the market value of our American depositary shares, which
could reduce their value to you.

Double voting rights of our shares and
change of control provisions in our agreements may limit our
shareholders opportunities to be offered a premium price
for our shares by a potential acquiror

Under our current bylaws (statuts), our
shareholders who hold their shares in the same name in
registered form for at least two years have the right to two
votes for every share thus held. As a result, new purchasers of
our shares qualify to obtain double voting rights only after
holding our shares in the same name in registered form for two
years. See Item 9. The Offer and Listing and
Item 10. Additional Information 
Shareholders Meetings and Voting Rights  Double
Voting Rights. As of December 31, 2002, 2,410,711 of
our shares carried double voting rights, representing
approximately 10.3% of our outstanding share capital and
approximately 18.74% of our voting rights. On April 3,
2003, our shareholders authorized our management to effect a
substantial capital increase in the event of a tender offer for
our share capital. We are also a party to a number of joint
ventures, concessions, license arrangements and other agreements
that contain change of control provisions. The double voting
rights, capital-increase authorization and change of control
provisions may make it difficult or undesirable for a potential
acquiror to acquire a substantial percentage of our voting
rights, and may therefore provide a defense against hostile
takeovers or, more generally, may delay and impede a change in
control in which our shareholders might receive a premium above
the then-current market price for our shares held by them.

If you hold our American depositary shares
rather than our shares, you will not be able to exercise all the
rights our bylaws (statuts) provide to holders of our
shares

If you hold our American depositary shares, you
will not be able to qualify for double voting rights, and
because of the additional time and administrative steps required
to instruct the depositary on how to vote deposited shares held
for you if you hold ADSs rather than shares, there may be
instances where you will not be able to successfully exercise
the voting rights related to your ADSs. In addition, it may also
be more difficult for you to exercise your other rights as a
shareholder if you hold our American depositary shares than it
would be if you held our shares. For example, if we offer new
shares and you have the right to subscribe for a portion of
them, the depositary is allowed, at its discretion, to sell for
your benefit the right to subscribe for new shares instead of
making it available to you. For a detailed description of your
rights as a holder of our American depositary shares, you should
read Item 10. Additional Information 
Description of Our American Depositary Shares.




Item 4.     Information
on Technip-Coflexip

Overview of Our Business

We are a leading worldwide provider of
engineering, technologies and construction services for the oil
and gas, petrochemical and other industries. In 2002, we were
among the worlds top five full-service engineering and
construction groups in the field of oil and gas (hydrocarbons)
and petrochemicals based on our annual net sales of
 4.5 billion
(source: Engineering News Records).

Our core business activity is in the hydrocarbon/
petrochemical industry and covers offshore and onshore field
development, gas processing and liquefaction, refining, onshore
pipelines and petrochemicals. We are one of the most
highly-integrated groups providing engineering, technologies and
construction services to the hydrocarbon/ petrochemical industry
worldwide, and backed by extensive industrial assets, we are
particularly well positioned in the offshore/ deepwater area.

We are also actively developing activities in
non-hydrocarbon/ petrochemical sectors such as fertilizers,
chemicals, life sciences, power generation and other
growth-market industries.

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With 45 years of experience in the design
and construction of large industrial facilities, a wide range of
state-of the-art technologies and operational bases spread over
the five continents, we are able to manage all aspects of major
projects, from front end engineering design to turnkey delivery.
Turnkey projects, under which we design and deliver a
ready-to-use facility to our client for a lump-sum
price, accounted for a substantial majority of our 2002 net
sales. We execute turnkey projects involving industrial
infrastructure as varied as onshore and offshore production and
storage facilities, oil refineries and petrochemical plants. In
addition to our turnkey activities, we manufacture highly
specialized equipment and provide engineering consulting and
other services.

We generated more than 74.4% of our net sales in
markets outside the European Union in 2002. Our main engineering
and business centers outside of France are located in Italy,
Germany, the United Kingdom, Norway, Finland, the Netherlands,
the United States, Brazil, Abu-Dhabi, China, India, Malaysia and
Australia. Our manufacturing plants (flexible pipelines,
umbilicals, robotics), construction yards and spoolbases are
located in France, Brazil, the United Kingdom, the United
States, Finland and Azerbaijan. Our staff numbers approximately
19,000 full time employees based in over 52 countries and
we run a world class fleet of 15 offshore construction
vessels.

Through our business combination with Coflexip in
October 2001, we have become a world leader in the design and
construction of offshore oil and gas projects. We are capable of
executing turnkey projects including integrated engineering
design, fabrication, procurement and construction services, on
projects involving offshore platforms and the provision and
laying of underwater pipelines.

At the same time, we are a leader in the
relatively mature onshore sector, consisting of both oil and gas
development projects and hydrocarbon processing projects
including gas treatment units, refineries and petrochemical
plants. We expanded the size and geographic scope of our onshore
activities in 1999 through the acquisition of the engineering
activities of the Mannesmann group.

We believe our operations benefit from
substantial competitive strengths. Our reputation as a turnkey
project manager and our access to key technologies are
competitive advantages for securing competitive tenders. We also
believe that our execution model for turnkey contracts benefits
from our cost control and risk management expertise as well as
our experience as contract manager. However, because of the
substantial business risks inherent to the turnkey contracts
into which we enter, it is not possible for us to predict the
margins of our current and future business.

During our 45 years of operations, we have
designed and supervised the construction of over two thousand
facilities in more than 115 countries. Our roster of clients
includes industry leaders such as ExxonMobil, Chevron, Philipps,
Shell, Dow Chemicals, BASF, Renault, and numerous national
energy companies including Petrobras, Saudi Aramco, ADNOC and
our historical shareholder Total. We have been publicly traded
in France on the Premier Marché since 1994 and on the New
York Stock Exchange since 2001, and are fully committed to
providing state-of-the-art engineering services while increasing
shareholder value.

The Industry in Which We Operate

We derived 93.3% of our net sales in 2002 from
goods and services provided to the hydrocarbon/ petrochemical
industry. We are active both in the offshore segment of this
industry, which consists of the engineering and construction of
facilities for the production of oil and gas from offshore
fields, and in the onshore segment, through the engineering and
construction of gas treatment units, oil refineries and chemical
plants. Demand for our services in this industry depends
principally on the rate of new capital spending on production
and processing facilities.

We expect strong growth in capital spending on
hydrocarbon field development (referred to as
upstream activities in our industry) particularly on
deepwater projects (depths of 500 meters or more).
Technip-Coflexip has a complete portfolio of technologies to
allow our clients to develop deep water oil and gas reserves
while minimizing their costs. Notable among these are our
floating offshore platforms, including the EDP (Extendable Draft
Platform) and the SPAR especially designed for our clients
deepwater projects.

Technip-Coflexip also supplies and installs
undersea pipeline and equipment for the development of fields at
depths of up to 2,500 meters. See  Oil and Gas
Production-Offshore Field Development. While offshore

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production of oil and gas remains more costly
than onshore production, we believe that the development of
deepwater reserves is an essential contribution to the world
supply of oil and gas. We believe that the extension of upstream
activities to deep water fields presents an opportunity to those
firms capable of providing innovative engineering solutions and
management skills.


New capital spending on onshore activities will
principally be driven by population growth and economic
development, notably in Asia. The development of substantial gas
deposits should lead to new investment throughout the upstream
and downstream sectors of the gas industry, particularly in the
Middle East. We expect new environmental legislation affecting
member countries of the OECD (Organization for Economic
Cooperation and Development) to lead to significant revamping of
existing gasoline refineries. Additionally, global refining
capacity is relatively tight compared to current demand,
potentially leading to new investment in countries with growing
demand.

Our activities have developed in three principal
industrial branches (Offshore; Onshore/ Downstream and
Industries), with the following contributions to net sales in
2002 and backlog at December 31, 2002:



|                       |                         
|---------------------- | ------------------------
|(SALES 2002 PIE CHART) | (BACKLOG 2002 PIE CHART)

Offshore: Net Sales of
 2,125.0
million in 2002

We are a provider of integrated design,
engineering, fabrication and construction services including
floaters, subsea flowlines, risers and umbilicals as well as
project management and maintenance operations. The groups
broad offering of engineering and installation services allows
us to undertake offshore field development projects with a
larger scope on an integrated basis worldwide. We engineer and
construct floating production architectures for offshore
developments, including drilling rigs and storage facilities. We
are a world leader in the engineering and installation of subsea
development systems, consisting of rigid or flexible risers and
flowlines that carry crude oil and/or gas from the seabed to the
surface. In connection with these activities, we perform subsea
well intervention tasks and inspection, repair and maintenance
services for subsea installations and equipment. On the basis of
year 2002 production volumes, we are also a world leader in the
design and manufacture of flexible pipe and control umbilicals.
With the expected growth in offshore oil and gas development
(which we anticipate will be on average about 10% annually in
terms of capital spending), we are targeting annual sales growth
of approximately 10%.

Onshore/ Downstream: Net Sales of
 1,938.6
million in 2002

Since our founding in 1958, we have participated
in over 2000 onshore/ downstream projects throughout the world.
We have also designed and built for national oil companies and
many of the worlds private sector multi-national oil
companies 27 complete refineries or modifications of
existing plants, representing more than 600 individual
refinery units and more than 100 gas processing units,
including the worlds largest sulfur recovery complex, as
well as nine fully integrated petrochemical complexes and over
330 units producing basic chemicals and derivatives and
over 200 fertilizer production units.

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Industries: Net Sales of
 388.7 million
in 2002

We also offer our project management and
engineering services to a diverse array of clients unrelated to
the hydrocarbons industry. Past projects have included over 160
life sciences plants, 70 cement plants, 60 power plants as well
as industrial research centers, office parks, manufacturing and
food processing plants, theme parks and data processing centers,
among others.

Our overall strategy can be summarized as follows:



| |   |                                                                                                                                                   
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Maintain a capital spending policy in line with
    this target,                                                                                  
|
| |  | Keep our focus on gas and gas-related projects
    (production and refining of gas, LNG, LTG, petrochemicals)
    particularly in the Middle East,
|
| |  | Grow revenue from our Industries segment to
    approximately 10% of combined revenues.                                                           

Based on this strategy, we anticipate that our
offshore activities will continue to represent approximately
half of our business in terms of sales.

Recent Major Acquisitions and
Disposals

Our policy is to undertake selective acquisitions
to expand the range of projects accessible to us, both by
obtaining key technologies we do not already possess and by
gaining new client relationships. It has not been our policy to
use acquisitions simply to acquire market share that we could
reasonably acquire with existing resources through organic
growth.

Since the beginning of 1999, we have actively
pursued external growth opportunities in line with this stated
policy. First in early 1999, we acquired control of the
engineering business of the Mannesmann group. In early 2000, we
made a strategic investment in, and formed an alliance with,
Coflexip. In late 2000 we bought the half of the chemical
engineering joint-venture Krebs-Speichim which we did not
already own.

Coflexip Business Combination.In October 2001, we raised our
direct and indirect shareholding in the French engineering and
construction group Coflexip S.A. from approximately 29% to
approximately 98% through a tender offer for the shares of
Coflexip and the shares of its major shareholder ISIS. As a
result of this operation, we became Technip-Coflexip, a leading
worldwide provider of integrated engineering, technologies and
construction services for the oil and gas, petrochemical and
other industries.

UTC Acquisition.In 2001 we acquired the privately
owned UTC Projetos e Consultoría Ltda, a leading Brazilian
engineering and construction company in the upstream sector,
based in Rio de Janeiro. This acquisition is another building
block in the implementation of our offshore growth strategy. The
acquisition will also strengthen our presence in Brazil, where
we possess substantial operations.

Acquisition of the Deepwater Division of
Aker Maritime.In January 2001,
Coflexip acquired the Deepwater Division from Aker Maritime. The
Deepwater Division was composed of a number of companies
specialized in the engineering and fabrication of floating
production systems for subsea and deepwater field developments.
The terms of this agreement are described in more detail in
Item 10. Additional Information  Material
Contracts. The Deepwater Division has its principal places
of operation in the United States, the United Kingdom and
Finland. It also operates in Nigeria, the Caspian Sea, and
Australia.

Since January 1, 2002, Technip-Coflexip
engaged in the following transactions:

Merger with ISIS.In
June 2002, our shareholders approved a merger with our
subsidiary ISIS. Prior to the merger we held a 99.05% interest
acquired as a result of a public exchange offer in 2001 to
acquire control of Coflexip, in which ISIS held a substantial
interest. Prior to the merger, ISIS disposed of most of its
remaining non-Coflexip assets, including its 35% interest in
Compagnie Générale de Géophysique and its 48.5%
interest in Novasep.

Merger with
Coflexip.We have proposed for our
shareholders approval in July 2003 a merger with our
subsidiary Coflexip. We currently hold a 98.36% interest in
Coflexip as a result of the public tender offer

16



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##### Table of Contents



conducted in 2001. The proposed merger marks the
final step in the integration of the businesses of our two
predecessor companies Technip and Coflexip.


Nargan.In April
2002 we acquired a 20% interest in Nargan, an Iranian
engineering company.

Angoflex.In July
2002 we entered into a partnership agreement with Sonangol to
prepare the constitution of a jointly owned subsidiary, Angoflex
Limitada, for the fabrication of umbilicals at the Sonamet
facility located at Lobito, Angola. The new production facility
is expected to be operational by mid-2003 and will be fully
equipped to manufacture steel umbilicals and accessories. The
facility will have a production capacity of 50 kilometers of
umbilicals per year and will employ up to 45 local staff. In a
second phase, the partners will consider expanding the
capabilities of this facility.

SEAMEC.In
conformity with Indian laws governing changes in ultimate
control persons of companies listed in India, Technip-Coflexip
launched a tender offer on November 11, 2002, for 20% of
the share capital of South East Asia Marine Engineering and
Construction Limited (SEAMEC) in which Coflexip already
indirectly held a 58.24% interest prior to the Technip-Coflexip
business combination. As a result of this tender offer,
completed in February 2003, Technip-Coflexip indirectly holds
78.24% of the share capital of SEAMEC.

Disposal Program.In
addition, as part of our
100 million
disposal program for non-strategic assets announced in May 2002,
we conducted the following transactions in 2002:



| |   |                                                                                                                                                                                                                                                                                                                                              
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Ipedex: Sale for
     7 million
    of our 46% interest in Ipedex, a provider of maintenance and
    operations for Oil and Gas companies;                                                                                                                                                                                                  
|
| |  | Well Operations: In July 2002 we sold the Well
    Operations division of CSO Limited to Cal Dive International,
    Inc. for approximately
     70 million.
    This disposal concerned all of the divisions activities,
    workforce and assets dedicated to well intervention, including
    the dynamic positioned vessel CSO Seawell.
|
| |  | Newcastle Yard: In August 2002, we sold our
    subsidiaries McNulty Offshore Ltd and Captain Frank McNulty
    & Sons Ltd, to the management of McNulty Offshore Ltd. We
    had acquired our interest in these subsidiaries incidentally to
    our acquisition of the Deepwater Division.                                                 
|
| |  | CSO Headquarters: On September 3, 2002, we
    completed the sale of an office building located in the
    16th arrondissement of Paris (Porte Maillot) and formerly
    serving as Coflexip group headquarters.                                                                                                                             
|
| |  | Rintekno: In December 2002, we sold our 28.6%
    interest in the Finnish life sciences engineering company
    Rintekno Oy to BE & K Inc. for
     3.2 million.                                                                                                                                                                            

Industrial Branches of Activity

We design and construct industrial and service
facilities for a large number of industries, with a particular
emphasis on the hydrocarbon/ petrochemical industry. Net sales
derived from the hydrocarbon/ petrochemical industry accounted
for approximately 93.3% of our total net sales in 2002, 86.7% of
our total net sales in 2001, and 81.5% in 2000. Within the
hydrocarbon/ petrochemical industry, we manage our activities
through two branches: offshore and onshore, whether upstream or
downstream. A third branch of activity consists of engineering
and project management services for diverse industries unrelated
to hydrocarbon/ petrochemicals. In each of these branches we
have developed specific engineering and technological
capabilities. Our basic project management model summarized
below, however, applies to all of them.

Our role on a project is to act as general
contractor; we provide the engineering design and the
equipment procurement and construction management services.
However, with limited exceptions, we do not consider ourselves
to be a construction or manufacturing firm. Construction work is
generally sub-contracted to specialized firms, while equipment
is typically acquired through competitive bidding processes. Our
employees are principally involved in design work, procurement
of equipment and supervision of construction. In most cases, we
manage the project for our client from the drawing board to the
delivery of an operational facility, frequently also helping to
arrange financing. In other cases, our scope of work is limited
to the provision of engineering services corresponding to
specific client needs. A detailed discussion of our turnkey
contract project

17



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##### Table of Contents



management, as well as our services and
manufacturing operations is found at
 Description of Our Operations, below,
following this discussion of Industrial Branches of
Activity and Geographical Breakdown of Net Sales and
Backlog.


Offshore Branch

In 2002, we generated net sales of
 2,125 million,
or 47.7% of our total net sales, from offshore activities as
compared to
 722.0 million,
or 20.4% of total net sales, in 2001 and
 130.0 million,
or 4.4%, in 2000. At December 31, 2002, our offshore branch
represented approximately 30.5% of our total backlog.

We provide integrated design, engineering,
fabrication and construction services in the offshore oil and
gas sector. We are capable of executing integrated offshore
projects, covering the engineering and execution of both the
surface and subsea parts of a project and a wide range of
services. Our capabilities encompass the design and fabrication
of platforms, either fixed or floating, the design, procurement
and installation of subsea equipment and pipelines. Those
capabilities are complemented and fully integrated through
advanced global project management skills. Our expertise is well
recognized on the field of offshore operations where
Technip-Coflexip proposes innovative solutions based on
proprietary designs and products such as floating facilities,
flexible pipe, umbilicals and robotics. Those solutions are
supported by a fleet of 15 pipelay and construction vessels.
These subsea activities accounted for 66.6% of our Offshore
segment backlog at December 31, 2002 (or
 1,171.8 million).

Our expertise in surface platform design and
construction is reflected in the Elgin-Franklin North Sea
platform built for Elf Exploration UK (in partnership with
McDermott and Barmac) as well as our SPAR floating platform
deep-water references in the Gulf of Mexico, backed by
best in class expertise in process and naval
architecture. Our floaters activities accounted for 33.4% of our
Offshore segment backlog at December 31, 2002 (or
 589.3 million).

Early in the field development process,
Technip-Coflexip provides conceptual engineering services. These
engineering services include screening of solutions at the
conceptual stage based on economical valuation and risk
management techniques, field architecture and front end
engineering studies. Our ability to offer these engineering
services is an additional competitive advantage in turnkey
project tenders.



| |                                    
| | -----------------------------------
| | Subsea Oilfield Services
    (SURF)

The engineering, fabrication and installation of
the equipment connecting subsea wells to the surface platform is
frequently referred to as SURF activities, which
stands for subsea umbilicals, risers and flowlines.
SURF activities have historically been at the core of
Technip-Coflexips offshore activities. As an alternative
to placing the well heads on a surface facility, SURF uses well
heads placed directly on the sea bed and connected to
platform-based surface facilities through flexible or rigid
subsea pipelines. These well heads are remotely controlled from
the surface through umbilicals (underwater conduits that carry
hydraulic or electrical power, data signals and well service
fluids). We offer the turnkey delivery of SURF systems,
involving our oversight of suppliers and subcontractors and
including our own submarine services such as pipe laying, subsea
construction, and the manufacture and supply of critical
equipment including umbilicals and flexible pipe. Our clients
seek to develop fields in increasingly deep waters, requiring
constantly evolving engineering and technology. We help our
clients to expand the range of economically viable production,
as demonstrated by our contract to install infield flow lines
and risers in the Gulf of Mexico at record depths of 1,800 to
2,100 meters.

To support our installation of SURF systems, we
maintain one of the worlds most advanced fleets of subsea
pipelay and construction vessels. In addition, some governmental
regulations (such as in the North Sea) may require burial of
subsea pipeline beneath the ocean floor and therefore we also
provide trenching services to our clients. Our subsea
installation and maintenance activities frequently require us to
use divers or remotely operated vehicles (ROVs)
deployed from construction vessels. Our launch of the pipe
laying vessel CSO Deep Blue in 2001 has contributed to
growth in our pipelay capabilities in the deepwater environments
of the Gulf of Mexico and West Africa. For a description of our
fleet of construction vessels, see  Property,
Plant and Equipment  Marine Service Vessels. In
addition to the engineering and installation of new systems, our
SURF activities also encompass inspection, maintenance and
repair of existing subsea infrastructure.

18



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Subsea oil field services are highly specialized.
While no company participates in all segments of the subsea
oilfield services industry, a number of companies, including the
Group, provide a broad range of the industrys products or
services. See  Competition.



| |                   
| | ------------------
| | Surface Facilities

We design and construct fixed and floating
drilling, production, processing, and living-quarter platforms
for the development of offshore and deep water oil and gas
fields. In addition to more traditional approaches, we offer
proprietary technological solutions such as SPAR and EDP
platforms, self-installing full platforms or decks (Unideck and
TPG) which do not require the use of costly installation
equipment such as heavy lift barges and our streamlined
float-over platforms for exploiting marginal fields or wells
(MOSS).

Fixed Platforms.The TPG 500 is a self-installing
high-capacity fixed platform which is constructed, equipped and
tested onshore and then towed to site. Once on site, the
platforms legs are jacked down to the seabed up to
150 meters deep and the hull is subsequently raised into
its final position. Under favorable conditions, start-up of
operations can commence as early as five days after the
TPG 500 arrives on site. Although the TPG 500 is a
fixed and not floating structure, the installation can be
reversed and the platform re-installed at a new site. Unlike our
TPG 500, the typical fixed platform involves substantial
offshore construction and commissioning, and significant removal
costs. In 2002, we completed the preliminary engineering studies
for our third TPG 500 platform, which will be built for the
Shah Deniz field in the Caspian Sea.

Floating and Semi-submersible Platforms.The SPAR is a floating deepwater
drilling and production platform, based on a technology
co-developed and jointly owned by Technip-Coflexip and
J Ray McDermott S.A. The structure comprises a hull with a
circular cross-section that sits vertically in the water and is
supported by buoyancy chambers at the top and stabilized by a
midsection structure hanging from the hard tanks. If necessary,
stability may be supplemented by solid ballast placed in
compartments at the keel. The vessel is held in place by a taut
catenary mooring system, providing lateral station keeping. The
SPAR platform uses dry-tree technology, where the
wellhead equipment is located on the platform rather than on the
seabed, reducing the cost and time involved in common
maintenance work.

Our SPAR platforms constitute an important
component of our business strategy for floating production
platforms. In 2002, Kerr-McGee, who already operates our SPAR
platforms in the Gulf of Mexico, announced the purchase of our
first Cell SPAR platform, scheduled for delivery in the third
quarter of 2003. In 2002, we delivered a Truss SPAR floating
platform to British Petroleum for its Horn Mountain field and
commenced fabrication on an additional SPAR platform for British
Petroleums Holstein field in the Gulf of Mexico.

In addition to our SPAR platforms, we have also
developed the Extendable Draft Platform, EDP, a self-installing
high-capacity semi-submersible platform for depths up to
1,000 meters, suitable for use in West Africa, the Gulf of
Mexico, Brazil and deeper North Sea fields. We are evaluating
the EDP concept as a technical solution for a West African deep
offshore development.



| |                        
| | -----------------------
| | Industry Considerations

We believe that the market for the development of
offshore fields, particularly in deep water (depths exceeding
500 meters) will experience significant growth in the next
several years, and are focusing on the regions of West Africa,
the Gulf of Mexico, Brazil and South East Asia. Based on our
experience, we expect that clients commissioning offshore
development projects will increasingly prefer contractors with
the ability to offer integrated solutions for the entire surface
and subsea development of a site, as well as financing services,
over contractors bidding for only selected parts of a
development. In line with this expectation, our strategy aims to
develop the complementarity of our service and product offerings
for integrated offshore projects.

19



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| |                 
| | ----------------
| | Segment Strategy

Our Offshore segment strategy aims to:



| |   |                                                                                                                                                                   
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Defend our leadership position in the SURF sector;                                                                                                                
|
| |  | Increase our market share in the area of surface
    production platforms; and                                                                                    
|
| |  | Increase our presence in West Africa, where we
    anticipate that capital expenditures on deep offshore projects
    will experience sustained and strong growth.

Onshore/ Downstream Branch

In 2002, we generated net sales of
 1,938.6
million, or 43.5% of our total net sales, from our onshore/
downstream branch as compared to
 2,352.0
million, or 66.3% of total net sales, in 2001 and
 2,290.9
million, or 77.1%, in 2000. At December 31, 2002, our
onshore branch accounted for approximately 62.8% of our total
backlog.

Onshore activities include oil and gas field
development, gas treatment plants, oil refineries and
petrochemical plants. Our activities in this branch consist
mainly of the design and implementation of production, refining
and treatment units. We also design and build related utilities
and offsite facilities as hydrogen production units and storage
facilities.

Onshore Field Development.We design and construct all types
of development facilities for onshore oil and gas fields, from
wellheads to process facilities and export systems. In addition
to new onshore field development projects, we have historically
carried out substantial work on the revamping of existing
facilities, notably through the modernization of their
production equipment and control systems as well as bringing
them in line with environmental standards.

Pipelines.Since 1960, we have completed more
than 140 onshore pipeline projects in over
40 countries, amounting to an aggregate length of
18,000 km of pipeline. We build pipeline systems
principally for natural gas, crude oil and oil products, water,
liquid sulphur and slurry. Through our subsidiary Technip
Germany, we are one of the most experienced pipeline builders in
the world and have completed projects even under the most severe
environments, including desert, tundra, mountain and swamp. We
have also entered into a joint venture, MEPR B.V. with
Maats B.V. of the Netherlands, for the rental of pipeline
construction equipment. MEPRs rental fleet is one of the
largest in the world.

Natural Gas Treatment and Liquefaction.We are a global sales leader in
engineering and construction of infrastructure for the natural
gas industry, with over forty years of experience in the
engineering of innovative solutions for our clients. An early
pioneer in the field of natural gas liquefaction with the
construction of the first high-capacity liquefaction facility at
Arzew, Algeria in the early 1960s, we continue to be a global
leader in natural gas engineering services with Bonny LNG
currently developed in Nigeria.

We possess significant experience, and have
access to the relevant technologies under license in all major
methods of natural gas treatment. We also have an in-house
cryogenic technology, Cryomax®, using cold temperatures to
separate gases. We are specialized in the extraction of sulphur
from natural gas, and lead the industry in terms of installed
capacity, including 10 gas treatment plants with capacities of
over 400 million cubic meters each and the worlds
largest sulfur recovery facility. Additionally, through our
Cryomax technology, we are specialists in the highly efficient
recovery of C2 and C3 hydrocarbons from natural gas and refinery
off-gases.

Refineries.Each refinery is uniquely
configured to process crude oil into a determined range of
products and by-products. Since our founding in 1958 we have
designed and built more than 27 complete refineries, of
which three have been built since 1995, and carried out major
expansions or revamping of over 170 existing plants.
Together, these projects represent more than 600 individual oil
refining units delivered in over 40 countries for national oil
companies and the worlds major private oil companies. Our
systems control engineering capabilities together with
proprietary technologies, including the progressive crude oil
distillation patents we own jointly with Total, are key
strategic assets in winning refinery tenders. We believe our
progressive crude

20



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distillation technology has several advantages
over traditional refining methods, positioning us to meet
increasingly stringent environmental standards, including:




| |   |                                                                                           
| | - | ------------------------------------------------------------------------------------------
| |  | Reduced energy consumption, in part through
    reliance on steam by-products of refining.
|
| |  | Improved separation of the hydrocarbon components
    of crude oil.                       
|
| |  | Flexibility to produce new gasoline formulations.                                         
|
| |  | Low pollution.                                                                            

We are a leader in the design and construction of
hydrogen and synthetic gas production units and sulfur recovery
units. Hydrogen and synthetic gas are used to distill and
process refinery products and petrochemicals. Since 1992 we have
participated in a global alliance with Air Products and
Chemicals for the supply of high-purity hydrogen to the refining
industry. High-purity hydrogen is critical for reducing the
sulfur content in diesel and gasoline thus meeting increasingly
stringent environmental standards. Since our founding, we have
been involved in the construction of over 200 of these units
worldwide for the refining and related industries. Some natural
gas deposits have an undesirably high sulfur content which must
be recovered as part of processing. Based on publicly available
information, we have built approximately 30% of the worlds
installed sulfur recovery capacity.

Petrochemicals.In the field of petrochemicals, we
have completed ten turnkey contracts for major fully-integrated
petrochemical complexes. We have also designed and built a large
number of individual petrochemical units, including
30 steam cracking units, over 120 aromatics units,
over 100 intermediate product units and 130 polymer
units, including 62 polyolefins units.

We are a global leader in the construction of
both polyethylene units and polypropylene units in terms of the
number and installed capacity of the plants we have constructed.
We believe that we have designed and built 14% and 8%,
respectively, of the worlds current production capacities
of polyethylene and polypropylene. Our competitive position in
the field of petrochemicals was greatly enhanced in 1999 with
our acquisition of KTI from the Mannesmann group. KTI (through
the companies now known as Technip USA, Technip Benelux and
Technip KT India) had been a frequent joint venture partner
of ours since 1978, especially in projects related to ethylene
production which combined our respective technologies in
ethylene cracking furnaces and cryogenic gas.



| |                        
| | -----------------------
| | Industry Considerations

Over the next several years, we anticipate that
economic and demographic growth will be the main factors
contributing to continued expenditures on Onshore/ Downstream
branch infrastructure.

In the highly industrialized countries, new
environmental regulations, especially concerning the composition
of gasoline, will require the revamping of existing refinery
infrastructure, particularly in the United States and in
southern Europe. In the European Union in particular, the first
phase of new regulations pertaining to refineries was
implemented as of January 1, 2000. In the second phase,
refineries are required to produce gasoline with significantly
reduced levels of sulfur, benzine, olefines and aromatics by the
year 2005. Over the period 2001 to 2020, the International
Energy Agency has estimated that the average annual growth in
demand for primary energy in terms of millions of barrels of oil
equivalent (MBOE)/day will be 1.9% for oil and 2.7% for natural
gas, which we believe will help drive future capital investment
in this branch.

Finally, the expected progression of global
demand for natural gas (which the International Energy Agency
has estimated to be 2.7%/year between 2001 and 2020) for
electricity generation and other purposes will lead to strong
growth in capital expenditures on liquefied natural gas projects
and the development of Gas-to-Liquids (GTL) technology.

21



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| |                 
| | ----------------
| | Segment Strategy

Our strategy for growth in the Onshore/
Downstream segment centers on the following objectives:

Capture expected growth in demand for gas
projects. As natural gas is increasingly used in the generation
of electricity and production of petrochemicals, we aim to
defend our current leadership in the development, processing and
pipe-line transportation of natural gas, and to further develop
our position in the emerging field of converting gas into
synthetic liquid hydrocarbons (a process generally known as
Gas-to-Liquids or GTL), for which we
have been selected to design and construct the first industrial
production unit.

Emphasize projects with a high value-added
component tied to:



| |   |                                                                                                                                                                                                                                                                                                                                                                      
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Their technological content to leverage our
    capacities in natural gas, ethylene, polyolefines and hydrogen
    production.                                                                                                                                                                                                                                       
|
| |  | Turn-Key Management: to leverage our leading
    project management position in every major market outside of
    North America, which we have developed through our
    cost-effective global procurement and subcontracting, our
    ability to assist clients in organizing project financing and
    our international network of local engineering subsidiaries.

Industries Branch

We also offer our engineering and construction
services to a diverse range of other industries. Past projects
have included cement plants, fine chemicals and life sciences
facilities, industrial research centers, office parks,
manufacturing and food processing plants, theme parks, data
processing centers and electricity co-generation plants.

In 2002, we generated net sales of
 388.7 million,
or 8.7% of our total net sales, from the Industries branch
compared to
 472.0 million,
or 13.3% of total net sales, in 2001 and
 551.1 million,
or 18.5% of total net sales, in 2000. In 2002, as a result of
the consolidation of Coflexip for the full fiscal year, this
segment will contribute less on a percentage basis than in 2001.
At December 31, 2002, the Industries branch represented
approximately 6.7% of our total backlog. Because this area
generates contracts which on average have shorter project cycles
than our larger hydrocarbon/ petrochemicals contracts, our
backlog figures may tend to understate this areas future
proportionate contribution to net sales.

Life Sciences.We have implemented over
160 major turnkey projects for clients in the life sciences
industry. Projects range from research centers to production
facilities for bulk active ingredients as well as manufacturing
facilities for leading international clients in sectors
including fine chemicals, intermediates, pharmaceuticals,
veterinary products, and agrochemicals.

Basic Chemicals.We are one of the world leaders in
the design and construction of petrochemical production plants,
we have completed over 100 projects in inorganic basic
chemicals since 1970. We use a large range of proprietary or
licensed technologies that are recognized as state-of-the-art
worldwide.

Fertilizers.We have designed and built more
than 400 fertilizer units throughout the world for the
production of ammonia, urea, nitric acid and ammonium, nitrates,
sulfuric acid, phosphoric acid, superphosphates and compound
fertilizers. Our capacity to provide chemical engineering
services and manage projects in fertilizers is substantially
enhanced by our access to the most up-to-date technologies in
the field provided by companies including Topsoe, Monsanto and
Stamicarbon.

Food Processing.We have completed over 1,000 food
processing projects for leading international clients in sectors
including beverages, dairy products, animal foods, sugar, edible
oils and distilleries (fermentation ethanol). In this field, we
have developed proprietary technologies in ethanol production,
palm oil refining and food yeast production.

Power Generation.We are extensively involved in the
power plant business worldwide, primarily through our
subsidiaries Technip Germany and Technip Italy. Our capability
has been proven in more than 1,000 nuclear and hydrocarbon-fired
power plant projects and in high pressure piping systems for
power plants.

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Cement.Our
cement division designs and builds greenfield cement plants. We
also handle major expansions and upgrades of existing
facilities, throughout the world. Proprietary technologies for
pre-calcination of clinker (the kiln-fired precursor of ground
cement) and process optimization are among our competitive
strengths in this field. Our major past projects include
20 new cement plants and over 50 plant expansions and
upgrades.

Metallurgy.We are a leading company in the
supply of solvent extraction systems for non-ferrous metals
production. We offer our own solvent extraction technology based
on our proprietary mixer-settler equipment. We have managed the
design and construction of over 40 plants (using a total of
more than 500 Krebs-Speichim mixer-settlers) based on this
technology in 17 countries for the metal extraction and/or
purification of metals including copper, nickel/ cobalt,
uranium, rare earths, vanadium, tantalum/ niobium, indium,
gallium and germanium. We have provided our solvent extraction
technology to nine uranium solvent extraction plants,
representing the majority of all uranium ore treatment plants
built over the last 20 years, and to 10 nickel/ cobalt
separation and recovery plants, a position we are reinforcing
with a current project in South Africa.

Architectural Engineering.We have developed expertise in the
implementation of architectural projects for sophisticated
buildings. Our architectural engineering services include
engineering studies, project management, coordination and
planning. Our notable achievements include the French National
Library in Paris, the EuroDisney theme park in France, the
Renault Research Center, and Banque Nationale de Paris-BNP data
processing centers, as well as the Airbus A380 assembly plant in
Toulouse, France, inaugurated in February 2003.



| |                        
| | -----------------------
| | Industry Considerations

While energy prices influence economic activities
overall, the industries identified above are not necessarily
subject to the same cycles as the hydrocarbon/ petrochemicals
industry. This allows us to diversify our exposure to the
hydrocarbon/ petrochemical sector.



| |                 
| | ----------------
| | Segment Strategy

Our strategy for growth in this segment consists
of internationalizing our engineering activities in fields such
as life sciences, metallurgy and power generation that we
successfully conduct in several core markets, while expanding
our activities generally in pace with our growth in the other
segments.

Geographical and Segment Breakdown of Net
Sales and Backlog

Net Sales By
Segment of Activity

We carry out our engineering and construction
activities in three segments. The following table sets forth our
consolidated net sales broken down by segment for the years
ended December 31, 2002, 2001 and 2000.

|                           |  |                         |         |  |          |  |         |            |  |  |            |  |  |  |         | 
|-------------------------- |  | ----------------------- | ------- |  | -------- |  | ------- | ---------- |  |  | ---------- |  |  |  | ------- | 
|                           |  |                        
|                           |  | Year Ended December 31, |        
|                           |  |                         |        
|                           |  | 2002                    |         |  | 2001 Pro |  |         | 2001       |  |  | 2000       | 
|                           |  | Historical              |         |  | forma(1) |  |         | Historical |  |  | Historical | 
|                           |  |                         |         |  |          |  |         |            |  |  |            | 
|                           |  |                        
|                           |  | (In millions of EUR)    |        
|Offshore Branch            |  |                         | 2,125.0 |  |          |  | 2,126.0 |            |  |  | 722.0      |  |  |  | 130.0   | 
|Onshore/ Downstream Branch |  |                         | 1,938.6 |  |          |  | 2,352.0 |            |  |  | 2,352.0    |  |  |  | 2,290.9 | 
|Industries Branch          |  |                         | 388.7   |  |          |  | 472.0   |            |  |  | 472.0      |  |  |  | 551.1   | 
|                           |  |                         |         |  |          |  |         |            |  |  |            | 
|Total                      |  |                         | 4,452.3 |  |          |  | 4,950.0 |            |  |  | 3,546.0    |  |  |  | 2,972.0 | 
|                           |  |                         |         |  |          |  |         |            |  |  |            | 



---



|    |                                                                                                                                              
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Unaudited. The proforma net sales is calculated
    based on the assumption that the acquisition of Coflexip was
    made on January 1, 2001.

23



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Net Sales By
Geographic Zone

We carry out our engineering and construction
activities worldwide. The following table sets forth our
consolidated net sales by geographic zone for the years ended
December 31, 2002, 2001 and 2000.

|                            |  |                         |         |  |          |  |         |            |  |  |            |  |  |  |         | 
|--------------------------- |  | ----------------------- | ------- |  | -------- |  | ------- | ---------- |  |  | ---------- |  |  |  | ------- | 
|                            |  |                        
|                            |  | Year Ended December 31, |        
|                            |  |                         |        
|                            |  | 2002                    |         |  | 2001 Pro |  |         | 2001       |  |  | 2000       | 
|                            |  | Historical              |         |  | forma(1) |  |         | Historical |  |  | Historical | 
|                            |  |                         |         |  |          |  |         |            |  |  |            | 
|                            |  |                        
|                            |  | (In millions of EUR)    |        
|Europe/ Russia/Central Asia |  |                         | 1,196.6 |  |          |  | 1,497.0 |            |  |  | 942.0      |  |  |  | 717.0   | 
|Africa/ Middle East         |  |                         | 1,482.0 |  |          |  | 1,305.0 |            |  |  | 1,209.0    |  |  |  | 1,448.3 | 
|Americas                    |  |                         | 1,328.5 |  |          |  | 1,541.0 |            |  |  | 835.0      |  |  |  | 454.5   | 
|Asia Pacific                |  |                         | 445.2   |  |          |  | 607.0   |            |  |  | 560.0      |  |  |  | 352.2   | 
|                            |  |                         |         |  |          |  |         |            |  |  |            | 
|Total                       |  |                         | 4,452.3 |  |          |  | 4,950.0 |            |  |  | 3,546.0    |  |  |  | 2,972.0 | 
|                            |  |                         |         |  |          |  |         |            |  |  |            | 



---



|    |          
|--- | ---------
|(1) | Unaudited

Special
Geographic Considerations

A substantial part of our project backlog is in
the Persian Gulf region, although we have no backlog in either
Kuwait or Iraq. While to date, we do not believe that our
business has been materially affected by the armed conflict in
Iraq in the first half of 2003, the previous 1991 Gulf War did
have a material adverse affect on our business, and we cannot
predict the effect that the current conflict will have on future
investments in this region or on our ability to complete our
backlog under the terms initially contracted. We have taken
additional measures to ensure the safety of our staff working in
this region, including reducing the number of expatriated
employees.

Venezuela adopted a new hydrocarbons law at the
beginning of 2002, increasing royalty rates payable to the state
by companies producing Venezuelan reserves and requiring that
state-owned Petroleos de Venezuela SA hold a minimum stake of
51% in all future exploration and production ventures. The same
law opens the right to own downstream assets to foreign persons.
We cannot predict the effect, positive or negative, that the new
law could have on our activities in Venezuela. In addition,
Petroleos de Venezuela SA and the construction industry in
Venezuela have experienced labor unrest in recent months,
including work slowdowns which may affect the milestone dates of
our current or future projects in that country.

As a non-U.S. company, we may do business in
countries that are not generally accessible to our U.S. peer
companies. Companies making statutorily-defined
investments in the petroleum industry in Iran and
Libya may be sanctioned by the U.S. government under the U.S.
Iran and Libya Sanctions Act of 1996, as amended in August 2001,
(ILSA). ILSA defines the term investment to include
a range of contractual arrangements, but it also expressly
excludes the entry into, performance, or financing of a
contract to sell or purchase goods, services, or
technology. We do not believe that the services we provide
in either of these countries meet the statutory requirements of
an investment as defined by ILSA.

Additionally, ILSA does not specify how the value
of an investment is to be calculated. Consequently, if our
activities in these countries were deemed to be an investment by
the President of the United States, we cannot determine whether
any such investment would in fact exceed the value thresholds
established by ILSA.

Under ILSA, the President of the United States
has the authority to grant country-specific and project-specific
waivers under certain circumstances, including those in the
national interest of the United States. The United States
government reached an understanding with the European Union in
1997, whereby the United States committed to work with the EU
toward granting EU member states and companies waivers under
ILSA. To date there have not been any enforcement actions under
ILSA, however, we cannot predict future interpretations by, or
the implementation policy of, the U.S. government with
respect to ILSA.

In addition, under U.S. executive orders and
regulations, U.S. origin goods, technology and services may not
be exported or reexported to Iran or Libya. Any person involved
in any prohibited export or reexport may be

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placed on the U.S. Commerce
Departments Denied Persons List, as well as
incurring other administrative and/or criminal penalties.


Backlog By
Segment of Activity

Backlog consists of the uncompleted portion of
contracts in force, which we define as signed contracts for
which all pre-conditions to entry into force (such as proof of
financing) have been met. Contracts in the Offshore and Industry
segments tend to enter backlog almost immediately, while in the
Onshore/ Downstream segment because of the larger contract size
and more complicated financing arrangements it is not unusual
for several months to pass before a signed contract can be
entered into backlog. Our backlog does not include contracts
which we have signed but which do not meet these criteria. Our
backlog includes only our proportionate share of joint venture
contracts. To the extent work on these contracts advances, they
are progressively removed from backlog. Our backlog figures for
2000 do not reflect our then 29.7% interest in Coflexip. The
following table sets forth our consolidated backlog by branch of
activity at December 31, 2002, 2001 and 2000. Backlog is
not an audited measure.

|                           |  |                      |      |  |      |  |      |      |  |  |      | 
|-------------------------- |  | -------------------- | ---- |  | ---- |  | ---- | ---- |  |  | ---- | 
|                           |  |                     
|                           |  | At December 31,      |     
|                           |  |                      |     
|                           |  | 2002                 |      |  | 2001 |  |      | 2000 | 
|                           |  |                      |      |  |      |  |      |      | 
|                           |  |                     
|                           |  | (In billions of EUR) |     
|Offshore Branch            |  |                      | 1.76 |  |      |  | 2.14 |      |  |  | 0.26 | 
|Onshore/ Downstream Branch |  |                      | 3.63 |  |      |  | 2.50 |      |  |  | 2.74 | 
|Industries Branch          |  |                      | 0.39 |  |      |  | 0.29 |      |  |  | 0.41 | 
|                           |  |                      |      |  |      |  |      |      | 
|Total                      |  |                      | 5.78 |  |      |  | 4.93 |      |  |  | 3.41 | 
|                           |  |                      |      |  |      |  |      |      | 

Broken down by geographic zone, 52.5% of our
backlog at December 31, 2002, was attributed in Africa/
Middle East, 24.1% in the Americas, 14.4% in Europe/
Russia/Central Asia and 8.8% in Asia Pacific.

At December 31, 2002, our five largest
contracts accounted for approximately 34.2% of our total
backlog. The percentage share of our five largest contracts has
increased from approximately 26% of total backlog at year end
2001, returning to the level of approximately 35% achieved at
year end 2000 but substantially down from approximately 60% of
total backlog at year end 1996.

Description of Our Operations

Contract
Project Management

Our project contractor activities expose us
contractually to significant construction and cash flow risks.
To meet these risks, we have developed stringent risk controls,
including selectivity as to the projects we bid on, and
implemented a disciplined management of cash flows, both on a
contract-by-contract and on a global basis. We believe that our
past ability to manage these risks has been a key factor in our
ability to successfully provide turnkey solutions for our
clients.



| |                 
| | ----------------
| | Turnkey Projects

Our clients are generally not specialized in
construction and are primarily interested in obtaining the
timely delivery of a completed and operational industrial
complex without significant involvement on their part. Turnkey
projects allow our clients to achieve this result by delegating
to the turnkey contractor the responsibility for designing and
executing major facilities of an industrial complex within an
agreed budget and timetable. In the past it was typical for each
facility on a major site to be contracted out in a separate
turnkey project. The 1995 NKossa field development project
in the Congos territorial waters, for example, generated
50 separate turnkey contracts for a total of
U.S.$ 1.7 billion. In recent tenders, particularly in
offshore developments, it has become common for a major site to
be divided into only a handful of projects or even to be awarded
in its entirety to a single project contractor.

As the project contractor of a turnkey project,
we are responsible for all aspects of the project. We start with
the design of the facility, then procure all equipment and
oversee nearly all stages of construction. We complete

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our engagement by delivery of the facility to our
client in a ready to use state. We usually guarantee
completion by a scheduled acceptance date and/or achievement of
some acceptance and performance testing levels. The client, in
all cases, retains responsibility for obtaining all necessary
construction and operating permits and for operating the
facility after delivery.


Substantially all of our turnkey projects are
under lump-sum contracts that fix an all inclusive
lump-sum price for the project. Lump-sum contracts have several
advantages for our clients: the delivery price is known in
advance, cost overruns are absorbed by the project contractors
and the typical penalty structure encourages timely delivery.
From our point of view, while lump-sum contracts entail business
and financial risks, notably by requiring us to absorb any cost
overruns, they also allow us to appropriate any cost savings
which we generate during the life of the project. Because of
these business and financial risks, we cannot generally estimate
the margins of our lump-sum turnkey contracts accurately until a
substantial portion of the work has been completed.

Cost-Plus Contracting

Another type of contractual arrangement common in
our industry is cost-plus contracting. Under
cost-plus contracts, the project contractor passes the design,
equipment and construction costs on to the customer after adding
a predetermined percentage profit margin. While cost-plus
contracts often contain performance bonuses and penalties, much
of the bid negotiation is focused on the percentage profit
margin, with relatively little reward to the contractor for
efficient project management and relatively little guarantee for
its client against cost overruns. For these reasons, we
generally determine that bid tenders for cost-plus contracts do
not offer adequate opportunities for profitability. The current
international market for engineering and construction services
primarily involves lump-sum turnkey contracts due to the
requirements of financial institutions. Cost-plus contracts
remain common in the United States and some European countries.



| |                     
| | --------------------
| | Cooperative Ventures

Typically, we bid for projects as the sole
general contractor of the project. As sole general contractor,
we have full responsibility vis-à-vis the customer
for all aspects of the project, including the selection and
supervision of sub-contractors. For some larger or more
technical projects, we participate (often as the general
contractor of the projects) in single-project joint ventures
with other contracting, engineering and construction companies
to share risks and combine financial, technical and other
resources. In connection with our contractual arrangements, we
are generally required to provide to the customer or the
participating parties in a consortium or single-project joint
venture with a bank guarantee of the performance of our
obligations and liabilities under the contract.



| |                             
| | ----------------------------
| | Single-Project Joint Venture

In a single-project joint venture, we incorporate
a single purpose partnership vehicle with one or more other
companies to perform the contract and each member of the joint
venture shares the risk of the project. Each of the joint
venture participants is usually committed to share in a
predetermined percentage of income or loss of the joint venture
project. Joint ventures often impose joint and several
liabilities on the partners, under which we could become liable
for a failure to perform on the part of our joint venture
partners. These single-purpose joint ventures last only as long
as the construction project, which is frequently longer than one
year on major construction projects. Construction joint ventures
undertaken to complete a specific project are liquidated when
the project is completed.



| |          
| | ---------
| | Alliances

Additionally, we occasionally form alliances with
our oil and gas customers whereby we are able to share a portion
of the risk and reward of a project. Similar to a traditional
turnkey contract, an alliance contract will set a target price
for the project. However, we share any savings below, or cost
overruns above, the target price with our customer. Alliances
often allow us to streamline the project by working on an
integrated basis with our customer. In addition, alliances allow
us to strengthen our customer relationships, be involved in a
project at an

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earlier stage and participate in technological
choices. Over the last three years, we have participated in
several alliance contracts with European oil and gas companies.




| |                                   
| | ----------------------------------
| | Execution of a Turnkey
    Project

As turnkey project contractor, we coordinate the
principal functions in the engineering and construction process:



|                         |  |                                                                                                                                                                       
|------------------------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Financial Engineering    |  | Our teams assist clients in obtaining external
    project finance before work commences.                                                                             
|                        
|Engineering Design       |  | Our engineering services draws on our internal
    engineering staff and our proprietary technologies to design the
    facility.                                     
|                        
|Procurement              |  | Our project teams source equipment from outside
    manufacturers through competitive bidding.                                                                        
|                        
|Construction             |  | Our project teams select and oversee outside
    construction companies.                                                                                              
|                        
|Commissioning & Start-up |  | Our commissioning/ start-up service verifies the
    readiness of the facility and starts operations. Once start-up
    is completed, our role in the project is over.

As a general rule of thumb, engineering design
services account for approximately 10% of a projects total
contract value. Equipment accounts for approximately 50% of a
projects total contract value. Construction accounts for
substantially all of the remaining 40%, with start-up not
representing a material percentage. Financing costs are
supported directly by the client and are not included when
calculating the contracts value. While financing and
start-up services do not have large independent economic value
relative to the rest of the project, these services are
generally highly valued by potential clients and facilitate
obtaining contract awards. In addition, because we do not
consider a contract to be unconditional until financing has been
arranged, facilitation of financing is important for our project
schedules and backlog calculations.



| |                      
| | ---------------------
| | Financial Engineering

Through our financial engineering teams located
in Paris, Rome, Kuala Lumpur, Houston, Düsseldorf, The
Hague, Aberdeen and Rio de Janeiro, we help our clients to
arrange financing, seeking out and negotiating financing under
the most appropriate structure for each project. We promote a
broad range of financing instruments:



| |   |                                                                     
| | - | --------------------------------------------------------------------
| |  | Export credits from multiple national
    export-import authorities,
|
| |  | Co-financing with multinational financing
    institutions,         
|
| |  | Structured trade finance,                                           
|
| |  | International commercial credit,                                    
|
| |  | Local funding,                                                      
|
| |  | Letters of credit.                                                  

Our active involvement in the financial
engineering of the project is essential on many fronts. The
presence of a well-regarded project contractor adds credibility
to the project for financial institutions. Our financial
engineering team is experienced in matching projects to
appropriate financing structures. Finally, our project
management teams are experienced at planning our procurement and
sub-contracting around the national content requirements of
national export-import authorities. As a matter of policy,
however, we do not ourselves participate in arrangements which
would require us to make an investment in the financing of the
project.



| |                                                          
| | ---------------------------------------------------------
| | Examples of recently arranged client finance
    include:

Oman:U.S.$ 536 million for a
nitrogen fertilizer plant (export credit guaranteed by Coface
and Sace, with a standby letter of credit).

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Turkmenistan:U.S.$ 446 million for
cracking unit and a lube oil plant (combination of commercial
loans and multi-source export credits guaranteed by Hermès,
Coface, Office Nationale du Ducroire, Turkish Eximbank and
Malaysian Eximbank.
 112 million
for a diesel treatment unit (Hermès)).

Brazil: 65
million for the supply and laying of flexible pipe for an
offshore field (Coface export credit).

Czech Republic:DEM 35 million for the revamping
of an ethylene plant for CHEMOPETROL (corporate loan from
Kreditanstalt für Wiederaufbau (KfW)).

Uzbekistan:U.S.$ 300 million for the
construction of a refinery at Bukhara (combination of
multi-source export credits guaranteed by COFACE, the Export
Import Bank of the United States, Japan EXIM and a private bank
letter of credit).

Egypt:U.S.$ 1 billion for the
construction of a refinery at Alexandria (confirmation of
letters of credit and financing granted by European Investment
Bank (EIB)).

Malaysia:Financing
of a U.S.$ 140 million EPC contract under Coface and
Hermès export credits and a commercial loan.

Iran: 480
million multi-source (COFACE, SACE, Cesce and NCM) export credit
for the construction of two ethylene plants.
 100 million
for the construction of a polyethylene plant guaranteed by
COFACE.

We do not include signed contracts in our backlog
until financing has been arranged.



| |                   
| | ------------------
| | Engineering Design

Prior to the erection of an industrial plant,
engineering studies are needed involving numerous engineering
specialties including process design, systems control, pressure
vessels, rotating equipment, instrumentation, electrical
facilities, computing, piping, civil works, cost control and
scheduling. Throughout the project, and prior to authorization
for delivery, quality control and testing of operability is
carried out. All these activities are provided by and fully
managed within Technip.

Engineering studies generally progress
sequentially through three phases:

Basic engineering design.In the first phase, the
facilitys layout is planned, both in conceptual terms such
as traffic flows and industrial processes, and in physical terms
such as placement of equipment and piping. One of the
fundamental goals of this phase is the preparation of a basic
engineering design package containing all data needed by a
competent contractor to perform the detail engineering. It is
also at this phase that our engineers define the facilitys
main equipment, together with its systems control and safety
devices.

Front-end engineering design.During this phase, our engineers
develop detailed site plans, including the main piping,
instrument, electrical and civil works layouts. One of the
fundamental goals of this phase is the definition of
specifications for the main equipment, allowing our project
managers to proceed with procurement. The development of deep
and ultra deepwater fields depends on innovative technical
developments in design of the flowlines and risers to connect
subsea wellheads to surface facilities and requires extensive
front end engineering and design work. In March 1999, we
launched a Deepwater Field Development Division to provide
conceptual and front end engineering and design services to our
clients well in advance of procurement and installation
contracts. We believe that our involvement at an early stage in
a project allows us to provide optimized subsea solutions based
on our engineering and installation expertise. This is
particularly important with respect to the development of
deepwater and ultra deepwater fields, which require innovative
technical developments in the design of the flowlines and risers
to connect subsea wellheads to surface facilities.

Detail engineering.During this phase, engineering studies
and architectural plans are finalized for construction. All
remaining studies are performed before construction of the
plant. Our engineers also participate in the purchasing of
equipment, and cost and schedule control. The fundamental goal
of this phase is to allow construction to commence.

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| |            
| | -----------
| | Procurement

Once our engineering work has advanced to a stage
where our specific equipment needs are known, typically several
months into the life of the project, we generally order our
equipment rapidly both to ensure its availability when required
under the project schedule and to minimize the time over which
equipment price levels might depart from those assumed in our
tender bid. With the limited exceptions of flexible pipe and
umbilicals where we have industry-leading products, we are not
involved in the manufacture of equipment. We source our
equipment from a large number of independent suppliers. Our
engineers do, however, establish the equipment specifications
corresponding to the needs of a given project.

Procurement of equipment from external suppliers
typically comprises approximately half of a projects cost.
In each of our contracts, competitive bidding by reliable
suppliers is an important factor in cost containment. Our
historical ability to procure equipment from suppliers in a
quality-conscious but cost-contained manner has been a key to
our success with lump-sum turnkey contracts.

We have established a global procurement network
to organize the supply of the appropriate equipment at a
competitive cost and in conformity with industry best practices
for international bidding. The procurement network is composed
of 10 regional procurement centers located throughout the world,
each of which uses a common set of tools and procedures. The
global procurement networks staff of over
500 employees has an average professional experience of
more than 20 years in fields relevant to our activities.
The global procurement network names a single project
procurement manager for each project under our management. All
regional centers support the project procurement manager by
verifying the qualifications of local suppliers, and by
providing inspection, shipping and logistics services for goods
located in their zone. We believe that the geographic proximity
of these centers to suppliers and sub-contractors enables us to
carry out more effective quality controls and to identify
technological innovations and industry developments earlier than
might otherwise be the case.

We have started to carry out part of our
equipment procurement over a proprietary business-to-business
internet system. We anticipate that conducting our equipment
tenders over this electronic system will reduce transaction
costs and delays through the rapid diffusion of tender materials
and the ability to receive a standardized electronic response,
among other factors. The new system helps increase competition
among our suppliers by providing accessibility to potential
suppliers no matter where located. Use of internet technologies
should also allow our separate geographic purchasing centers to
better coordinate procurement and benefit from economies of
scale. The system handles tendering and auctions of products and
services. We are phasing in a full-scale internet-based
purchasing system, or e-procurement, for all aspects
of material and equipment sourcing and delivery, including calls
for bids, clarification of tender specifications, submission of
bids, bid analysis and finally either bid negotiation or an
auction process. In addition to these tasks, our final
procurement system will also handle tasks such as estimate
requests, equipment design, delivery logistics, and invoicing.
We anticipate that once our e-procurement system is fully
operational, approximately 20% of our procurement will continue
to be handled through traditional channels, because the
e-procurement channel is not optimally suited for dealing with
suppliers having no viable competitor or with orders for some
large highly customized equipment.

By deploying our e-procurement system and
entering into master agreements with strategic suppliers, we aim
to reduce processing costs by approximately 20% and potentially
reduce the purchase price of equipment by 5%. In the context of
the Technip-Coflexip business combination we are currently
integrating the traditional procurement processes of the former
Coflexip and Deepwater Division structures with our own
e-procurement organization and systems.



| |             
| | ------------
| | Construction

Field construction typically commences one year
after the design process has been launched. Before we begin the
construction of a facility, we make sure that basic design
aspects are finalized, and that a substantial portion of the
equipment has been ordered and is available.

We are not a construction company. Our role in
the projects we handle is to organize and supervise the
construction. We generally aim to sub-contract our construction
work to specialized construction companies, with

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the limited exceptions of pipe laying (including
trenching) and installation of FSPOs in offshore projects, where
we have developed highly specialized capabilities complementary
to our general operations. Our construction sub-contractors are
selected through a competitive bidding process which, in
addition to price, takes into account the experience and
historical reliability of the bidder.


While all companies in the engineering and
construction industry rely on sub-contracting to some extent,
most of our international competitors rely heavily on their own
construction units. We believe that maintaining our focus on the
management of the construction process, rather than carrying out
the construction ourselves, benefits our projects in several
ways.

Systematic recourse to competitive bidding
contributes to cost containment, allowing us to submit
competitive project bids with acceptable opportunities for
achieving high operating margins.

Our freedom to sub-contract to a large pool of
construction companies allows us to select the firms with the
most relevant technical expertise for a given project.

In periods in which we require less construction
services, we do not carry the related overhead and payroll costs
of an internal unit.

We believe that we are on average able to produce
higher operating margins from management of construction than
from the construction work we subcontract to others.



| |                         
| | ------------------------
| | Commissioning & Start-Up

Prior to delivery, our commissioning/ start-up
division conducts field testing to ensure that the facility is
not just operational, but that it meets our clients exact
contractual specifications as well as national regulations and
our own construction standards. To the extent a facility relies
on licensed technology, the licensor will participate in its
commissioning and start-up. During the pre-commissioning and
commissioning phases, we subject each piece of equipment to
simulated operating conditions. During the start-up phase, we
commence actual operation of the facility. In the offshore
branch, a competitive advantage is our ability to conduct a
substantial portion of the commissioning services onshore at
lower costs than would be incurred providing such services in
the open seas. Where our contribution to a project consists of
an engineering, procurement, construction and installation
(known as EPCI contracts) of the subsea portion, we do not
provide commissioning or start-up services to the client.



| |                                                     
| | ----------------------------------------------------
| | Special Challenges of Turnkey Project
    Management



| |               
| | --------------
| | Business Risks

In addition to the technical expertise needed to
design and supervise all aspects of the project, a lump-sum
turnkey contract generally requires significant financial
management skills. We determine the price and delivery dates
which we include in our project bids after conducting an
in-depth proposal study including cost estimates and financial
risk analysis.

If we manage the project so that delivery is
timely and our sourcing of sub-contractors and equipment is on
or under budget, lump-sum turnkey projects can bring in
significantly higher margins. Conversely, if we do not deliver a
project on time, we are generally subject to the payment of
liquidated damages to our client. If we are not able to complete
a project at the cost estimated in our bid, we will record lower
operating margins or even a loss. If the delay or change in
costs is imputable to a change in the clients orders,
however, then the client will generally incur the extra costs.

Under turnkey contracts, therefore, we carry
particular risks, such as unanticipated increases in the cost of
equipment, materials or manpower due to inflation or unforeseen
events, project modifications creating unanticipated costs,
delays caused by local weather conditions and suppliers or
sub-contractors failure to perform. In addition, we
generally bear the risk of delays caused by unexpected
conditions or events, subject to the protection of standard
force majeure provisions. Other factors that may add to
an individual projects risks include the novelty of the
technologies used, the experience of our equipment vendors and
construction subcontractors in similar projects, the scheduling
needs of the client and the projects location in a
developing country. The management of a turnkey contract through
a joint-venture structure and the complexity of our

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relationships with subcontractors also
potentially increase the projects risk of delay or cost
overruns. Because our turnkey contracts typically run over
several years and their risks are based on factors (such as
geological conditions, labor availability during the
construction phase or performance of new designs) which are not
necessarily known at the time of bidding or even before
substantial procurement and engineering work has been completed,
it is difficult to predict these risks and assess their
potential effect on contract costs and margins when we submit
bids or during the early phases of a project. See
Note 1(d)to our Consolidated Financial
Statements included in this annual report.


In addition to the considerations covered by the
factors described above, our failure to meet any schedule or
performance requirements under our contract may negatively
impact our project profit margins due to contractual penalty and
liquidated damages payments. Because these contracts typically
contain confidentiality clauses and are not published, it is
difficult for an investor to evaluate these risks. Historically,
however, we have a strong record in meeting the completion and
delivery deadlines of our turnkey projects.

After delivery of a completed, operational
facility we continue to bear the risk of claims for damages
arising under our contractual guarantees, the scope of which
varies by project, but frequently covers aspects such as the
facilitys operability, energy efficiency, capacity and in
some cases its quality of product. Our guarantees are generally
equal to 5 to 20% of the contract price, although in offshore
projects clients generally require a higher ceiling, and are
irrevocable and binding until the expiration of the guarantee
period. The guarantee period typically runs for 12 to
24 months from our clients acceptance of the facility.



| |                
| | ---------------
| | Cash Flow Risks

Lump-sum turnkey contracts also require us to
manage cash flow risks. Under these contracts we are obliged to
make large expenditures to execute a project. Our basic goal for
each project is to ensure that, at any point in time, the sum of
client payments received (plus any interest thereon) exceeds the
sum total of our project disbursements to date plus payables due
before the next progress payment is expected. To achieve this
goal, we negotiate our project down-payment and progress
payments in amounts and at times corresponding to expenditures.
Additionally, our project managers do not authorize procurement
or other outlays for which the cost has not been covered.

Before we commence the design process or incur
any project management expense, our client must make a
down-payment to us typically representing 5 to 10% of the
contract price and provide proof of firm financing for the rest.
Over the life of the contract, our client continues to pay us
installments on the contract price, typically in progress
payments upon our achieving agreed objective milestones such as,
for example, the completion of 50% of the projects
engineering drawings.

Because costs may significantly exceed our
estimates or because delays in achieving milestones may cause
our vendor payables to come due before the next progress payment
is received, our disbursements may occasionally exceed client
payments received (plus any interest thereon). We authorize
these situations only exceptionally and on a case-by-case basis.
Because substantially all of our projects are in positive cash
positions at any given time, and because cash shortfalls on
individual projects are relatively infrequent and short-lived,
we believe that we have sufficient funds to bridge any
shortfalls which may foreseeably arise on individual projects.



| |                
| | ---------------
| | Risk Management

Turnkey projects are subject to special risks,
including unforeseen conditions encountered during construction
and the impact of inflation or interest rate movements on costs
and financing requirements of clients. Changes in political and
legal circumstances in foreign countries represent an additional
risk, particularly since contracts for major projects are
performed over an extended period of time. See
 Special Challenges of Turnkey Project
Management, above.

In order to protect ourselves from the risks
described above, we pursue a strategy of risk management based
principally on the following elements:



| |   |                                                                                                                                                                                                 
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Selecting projects carefully. This generally
    entails rejecting an opportunity to bid on a project which we do
    not believe will offer us profit opportunities adequate to cover
    risk.

31



---



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| |   |                                                                                                                                                                                                   
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Ensuring adequate technical capacity to meet
    contract obligations. This includes rejecting opportunities to
    bid on projects outside our core competencies.                                
|
| |  | Using our global scale to diversify counterparty,
    country and industry risk.                                                                                                                  
|
| |  | Participating in joint ventures to spread risk
    over more partners and more projects.                                                                                                          
|
| |  | Estimating and controlling costs in reliance on
    our extensive experience in procuring equipment, materials and
    services, particularly for turnkey projects, and analyzing cost
    trends.
|
| |  | Commencing activities only after a projects
    finances and government authorizations have been secured.                                                                                        
|
| |  | Ordering equipment rapidly and in the currency of
    our project receivables. This limits price-level and exchange
    rate risk.                                                                
|
| |  | Selecting appropriate sub-contractors based on
    technical abilities and financial strength.                                                                                                    
|
| |  | Effective negotiation of payment terms and
    conditions to minimize contract and financing risks.                                                                                               
|
| |  | Using experienced project managers.                                                                                                                                                               
|
| |  | Conducting regular project reviews by senior
    management together with project management.                                                                                                     
|
| |  | Obtaining appropriate insurance to cover
    financial risks.                                                                                                                                     

In order to further reduce the above risks, our
policy is to contractually exclude consequential damages, limit
liquidated damages for late completion, unsuccessful performance
tests and defective or non-conforming work. In line with
practice in our industry, our contracts generally limit our
maximum aggregate liability to a range of 5 to 20% of the
contract price, although offshore contracts generally require a
higher ceiling, and allow for price adjustments in the event of
changes in law that affect the project. For some risks, notably
environmental hazards, we may remain a potentially responsible
party by operation of law in some jurisdictions. We also seek to
obtain indemnity agreements, whenever possible, from our
customers, sub-contractors and joint venture partners requiring
these persons to indemnify us against the risk of some claims
relating to injury to our employees, damage to our property and
consequential damages. When obtained, these contractual
indemnification protections may not in all cases be supported by
adequate insurance maintained by the customer, subcontractor or
joint venture partner.



| |                              
| | -----------------------------
| | Engineering Service Contracts

In addition to carrying out turnkey projects, we
also provide independent engineering services. Service contracts
collectively account for approximately 4% of our net sales in
2002 and 8% of backlog at December 31, 2002. While we bill
these services on an hourly or a cost-plus basis, we only accept
projects meeting the same profitability criteria as in project
management and have historically achieved comparable margins.

Occasionally, service contracts can be quite
substantial. On the Girassol project in 1998 and 1999, for
example, we provided Bouygues Offshore with over
200,000 hours of sub-contracted engineering services.
Additionally, these projects frequently call upon us to provide
challenging work for our engineering staff. From a marketing
perspective, service contracts also allow us to establish a
relationship with potential future clients and, in the case of
project feasibility studies, to become involved at an early
stage in turnkey projects for which we may later submit bids. In
particular, we believe that the provision of front end
engineering services to such groups as ExxonMobil, Williams and
Total through our specialized subsidiaries Genesis and RJ Brown
Deepwater is a competitive advantage in our bidding for offshore
oil and gas development projects.



| |                                           
| | ------------------------------------------
| | Installation and Other Subsea
    Services

Our personnel carries out a range of services in
the Offshore segment, principally focused on the subsea
installation of pipeline and the maintenance of existing subsea
systems.

Flexible Pipelay.We install flexible pipe using
dedicated dynamically positioned marine service vessels (DP
Vessels). See  Property, Plant and
Equipment  Marine Service Vessels. Our new
deepwater pipelay

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vessel, the CSO Deep Blue, is able to lay
both flexible and rigid pipe at 2,500 meters water depth and
began its first job in summer 2001 in the Gulf of Mexico. We
have recently converted the CSO Constructor by increasing
her launch and beam such that she can carry out full flexible
pipe-laying operations in water depths down to 1,500 meters and
carry 4,000 tons of flexible pipe. Each marine service vessel
can be fitted with either, VLS (vertical laying systems) or any
other specialized flexible pipe laying equipment that enables us
to track the laying routes, approach close to surface platforms
and lay pipe accurately. We believe that our fleet and
unrivalled installation experience provide us with a competitive
advantage in the installation of flexible pipe. Furthermore, our
diving support vessels are also used to install flexible pipe on
some projects where volumes are necessarily more modest. See
 Property, Plant and Equipment 
Marine Service Vessels.


Rigid Pipelay.We install rigid steel pipe
applying the reel method from aboard our two pipelay ships: the
CSO Apache and CSO Deep Blue. In addition, we
perform related construction services using our fleet of diving
support vessels. See Property, Plant and
Equipment  Marine Service Vessels. All the
pipelines laid by our pipelay vessels are rigid, reeled
pipelines, assembled at one of our spoolbases. Onshore
spoolbases permit us to complete the fabrication process onshore
and in advance of installation, whereas part of this process is
typically completed offshore in conventional pipelaying
operations. Work occurs in a more stable, controlled and safer
work environment, prior to the pipe being taken offshore.

Our reel method capability for rigid pipe laying
provides a significant potential cost advantage because of its
faster installation rates and reduced labor expense compared to
the conventional pipelay methods. Our pipelay vessels can
install pipelines at rates in excess of 1,000 meters per hour.
Their superior installation speed as compared to traditional
pipelaying allows faster completion of a project with less
exposure to costly weather delays.

The CSO Deep Blue is outfitted with twin
2,500 ton reels for rigid pipelay down to 2,500 meters water
depth and supplemented with an optional J-Lay system for large
diameter pipelines and riser installations. The CSO
Apache has successfully laid pipeline at depths in excess of
1000 meters.

Trenching Services.As part of our flexible and rigid
pipelaying activities, we provide trenching services in regions
where pipe is required to be buried. Trenching is performed most
often in the North Sea as a result of local regulations. Since
1981 we have developed a number of technologies for the
trenching of pipelines, including remotely operated jetting,
cutting and plowing systems, which are used extensively in
accordance with the varying water depths and soil conditions
experienced in offshore developments.

Other Installation Services.We install floating production and
storage systems. These systems, which are often reusable, are
either tanker based or semi-submersible based and are connected
to subsea oil and gas production systems where traditional fixed
platforms would not be economical or appropriate. We also
install hardware packages such as control umbilicals, wellhead
control pods, manifolds and protection structures, risers and
spoolpieces.

Inspection, Repair and Maintenance.We provide customers with subsea
inspection, repair and maintenance services for existing
platforms, pipelines and subsea equipment. Demand for these
services arises from ongoing maintenance needs, insurance
requirements and safety and environmental considerations. We
perform these services principally in the North Sea, a harsh,
deepwater, highly regulated environment providing steady demand
for inspection, repair and maintenance services.

Inspection is conducted by direct manned
intervention or ROVs or a combination of both techniques. In
performing such inspections, repair and maintenance services,
the Group uses inspection technologies including ultrasonic,
eddy current and magnetic particle inspection that examine the
structural integrity of subsea facilities.

We believe that the application to the
inspection, repair and maintenance market of the same project
management standards that we use in our subsea contracting has
provided our customers with a superior level of service. For
example, the use of diving support vessels with simultaneous
twin bell saturation diving, multiple air diving stations and
ROVs to perform inspection, repair and maintenance services has
generated significant productivity improvements. In addition,
our use of high speed computers for data gathering and analysis,
coupled with satellite communications, has improved the quality
and efficiency of these services. Because inspection, repair and
maintenance operations generally offer flexibility in scheduling
and completion times, we can often

33



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redeploy diving support vessels involved in these
operations to subsea contracting projects and reschedule the
inspection, repair and maintenance services. This flexibility
enables us to maintain a relatively high level of diving support
vessels utilization while remaining responsive to customer needs.




| |                         
| | ------------------------
| | Manufacturing and Supply

We manufacture a limited amount of highly
specialized equipment for our own use and supply to third
parties. All our manufacturing and supply activities are
accounted for as part of our Offshore Branch, and consist
principally of flexible pipe, drilling and refining application
pipes (known as DRAPs), umbilicals and robotics as
well as our fabrication of SPAR platforms. All of our products
are designed and manufactured to meet a particular
customers order. As a result, we generally carry a
relatively small inventory. Our principal manufacturing sites
are located in France, Brazil, Finland, the United States and
the United Kingdom. Our fabrication yards are located in Finland
and in the United States.

Flexible Pipe.We are the world leader in the
manufacture of offshore flexible pipe, with an estimated market
share of 60% on the basis of 2002 production volumes. Flexible
pipe is primarily used as an alternative to rigid steel pipe for
the offshore transportation of oil, gas or water. Composed of
layers of steel wires and thermoplastic sheaths, flexible pipe
can be engineered to withstand a more corrosive environment to
improve its fatigue behavior in dynamic environments and to
provide greater insulation than conventional rigid steel pipe
while remaining flexible. These qualities, combined with
generally lower installation, maintenance and removal costs
compared to rigid steel pipe, make flexible pipe particularly
suitable for certain offshore situations such as deep water,
rugged ocean floors and small, dispersed fields of hydrocarbons.

Drilling and Refining Applications Pipes.We manufacture and sell DRAPs,
which are small-diameter, short-section flexible lines that are
used in the drilling and refining industries. DRAPs are produced
using technology and materials similar to those used in the
manufacture of flexible pipe. In refining operations, DRAPs are
used to drain rainwater from floating roof storage tanks and to
disperse anti-incendiary foams. In drilling operations, DRAPs
are used to carry drilling muds and acids, and, in the event of
a well blowout, to inject heavy drilling mud at extremely high
pressures in order to suppress and control the blowout.

Umbilicals.We are a world leading
manufacturer of control/ chemical injection umbilicals
(underwater conduits that carry hydraulic/ electrical power,
data signals and/or well service fluids for the operation and
control of subsea installations) which link subsea wells to
fixed or floating production facilities. Our principal
manufacturing activities are conducted in Newcastle, UK, and
Houston, Texas, through our subsidiary Duco. Umbilicals are
often manufactured using similar technology. In July 2002, we
signed a partnership agreement with Sonangol to establish a
joint subsidiary Angoflex Limitada for the manufacture of
umbilicals in Angola. We expect this subsidiary to be
operational in mid-2003.

Robotics.We
engineer and manufacture remote intervention products through
our robotics subsidiary, Perry Slingsby Systems. Perry Slingsby
Systems has recently introduced two new product lines to the
deep ocean seafloor market, principally for the trenching and
burial of telecommunications cables.

SPAR Fabrication.Depending on the specific
contract, the SPAR hull is typically fabricated in several
pieces by our subsidiary Mäntyluoto Works, which employs
approximately 650 persons at its plant near Pori, Finland. The
pieces are then transported to a local shipyard where the main
sections are joined afloat and welded together to form the
complete hull. While the hull is being assembled, our
subsidiaries Gulf Marine Fabricators, Inc. and CSO Aker in
Houston fabricate and preinstall, respectively, the riser system
and mooring lines. We are typically responsible for the
engineering, procurement, fabrication and delivery of the
complete hull, moorings and riser system.

The decision to purchase these structures is time
consuming and often costly for oil and gas companies. Typically,
the decision cycle takes at least 12-18 months for
companies to gather and analyze data, then model the risk and
uncertainty of the site in order to purchase the most useful
production system. Production would normally start approximately
six months after the hull is upended.

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Project Tenders and Competition

Most of our contracts are obtained through a
competitive bidding process which is standard for the
construction and engineering industries. In selecting
engineering and construction management companies for major
projects, clients generally limit the tender to contractors they
have pre-qualified based on technical criteria. In the case of
cost-plus contracts, it is common for clients to initially
approach one company with which they have worked in the past. In
tenders for lump-sum contracts the tender process is generally
open to competing bids from the start. In either case, the price
competitiveness of the bid is the most important single
selection criterion. Other important factors include the
bidders technological capacity and performance, health,
safety and environmental protection record, service quality, as
well as reputation, experience and customer relations.
Technological capacity is especially important for tenders in
the upstream segment, and particularly for offshore
developments, with each bidder potentially proposing entirely
different technological solutions to the project. Until the
final selection, negotiations continue with the client on
matters such as specific design and performance parameters, the
construction schedule and financial and other contractual terms
and conditions.

Projects in developing countries are generally
more price sensitive than projects elsewhere and, reflecting the
strong preference of the financial institutions typically
providing credit, are mainly for lump-sum bids. Frequently,
competition for projects in developing countries also depends on
the bidders ability to assist the client in obtaining
financing, including multi-source solutions through national and
international development banks and agencies. It is not unusual
for access to local financing to require undertaking the project
through a local subsidiary or with a local joint venture partner.

Our Business and Project Units are in charge of
our marketing and commercial activities. The same Business and
Project Unit will subsequently be responsible for the execution
of its contracts up to reception and acceptance by the client.
In this way, the area managers are fully responsible towards the
management of their group for the overall operations in their
regions. Our decentralized structure fits with the global
extension of the group and it allows for decisions on major
contracts to be taken by the top management of the group above
specific thresholds according to the related Business and
Project Unit concerned.

Because of the high cost and management resources
required in preparing a bid on a large contract, we only bid on
selected projects. Among our principal criteria in determining
whether we will respond to a call for bids are:



| |   |                                                                                              
| | - | ---------------------------------------------------------------------------------------------
| |  | The projects opportunities for profits
    compared to known risks.                         
|
| |  | Our confidence in a projects chances of
    securing financing.                             
|
| |  | The technological fit of a project to our profile.                                           
|
| |  | The projects timing compared to our current
    commitments.                                
|
| |  | Our assessment of whether the client already has
    a preference for us or for a competitor.

As a result of our selective bid policy, in the
period 1995-2002, we experienced an average worldwide success
rate of 25%-30% in winning tenders on which we bid. We cannot
predict with any degree of certainty the frequency, timing or
location of new contract awards.

Engineering and Management.We compete principally with large,
international companies, some of which are larger and more
highly integrated than we are. Generally, our industry has moved
from a system traditionally based on national preferences to a
more competitive global bidding process. Our principal
international competitors include the American companies
Halliburton (the corporate parent of Kellog Brown & Root),
Bechtel, Fluor Daniel, Jacobs, Foster Wheeler, McDermott,
Parsons and Washington Group, the Japanese companies JGC,
Chiyoda and Toyo, the European companies Kvaerner, Stolt
Offshore, ABB Lummus, Snamprogetti, Lurgi, Linde and Krupp Uhde
and the Korean companies Samsung, Hyundai and Daewoo. In
addition, local construction and engineering companies are
active in emerging countries either as competitors or joint
venture partners, often benefiting from national preferences. In
time, these local companies may develop the capacity and
credibility to compete internationally.

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In the offshore oil and gas sector in particular,
the consolidation of engineering companies in the last several
years has resulted in fewer but more substantial competitors. No
competitor in our industry offers internal capabilities in the
full range of upstream and downstream activities of the
hydrocarbon/ petrochemical industry. We are among a handful of
engineering and construction companies fully integrated across
the entire industry. One other company Saipem offers relatively
integrated upstream services, although it does not provide
substantial internal subsea or downstream capacities. We believe
that client preferences in the offshore market increasingly
favors integrated generalists with the capacity to integrate the
entire architecture of a project. The downstream segment is
served by more competitors, many of whom are relatively
integrated within that segment.

Surface Facilities.Our principal competitors in the
design and construction of surface facilities for the offshore
oil and gas industry include J. Ray McDermott, Halliburton,
AMEC, Aker-Kvaerner and ABB.

Subsea Services.Our principal competitors in
providing subsea contracting services include Stolt Offshore,
Saipem, Allseas Marine Contractors, and Subsea 7.

Design and Manufacturing of Flexible Pipe.Our main competitors in the field
of flowline and riser applications are Wellstream Company and
NKT Cable, a company 51% owned by NKT Holding and 49% by Stolt
Offshore. In the field of DRAPs, Taurus Hungarian Rubber Works
is our primary competitor. Our flexible pipe business also faces
significant competition from manufacturers of rigid steel pipe,
including British Steel, Mannesmann Roehrenwerhe AG and
Vallourec Industries.

Umbilicals.In the market of umbilical
manufacturing, our major competitors are Multiflex, a subsidiary
of Oceaneering International, Nexans and Aker-Kvaerner.

Robotics.We
compete with a limited number of specialized ROV and subsea
robotic equipment manufacturers, including Soil Machine Dynamics
Ltc., and a number of smaller companies that produce low volumes
of ROVs, trenchers, and the like. In addition, we face
competition from major ROV contractors who also build and
refurbish vehicles for their in-house use.

Technology

To support our engineering and industrial
activities, we hold a large number of patents, trademarks,
software copyrights and other intellectual property, including
intellectual and industrial property held under license from
third parties. We have approximately 3,000 patents in force in
more than 30 countries, particularly in the subsea and offshore
areas (rigid or flexible subsea pipelines, umbilicals, robotics,
riser systems, platforms, floaters and topsides) as well as in
refining, gas, hydrogen, sulfur, ethylene, fertilizers,
chemicals, pyrotechnics, life sciences, hydrometallurgy and
cement. A limited number of these patents are held in common
with IFP, J. Ray McDermott or other industrial partners.
Our broad portfolio of licensed and proprietary technology is a
strategic asset in winning and implementing projects; however,
we do not believe that any one individual patent or technology
is material to our operations or financial condition.

Research and development is a key to our
continued success in engineering and construction, and is
particularly critical to offshore systems. Our research and
development activities have concentrated primarily on the
development of our EDP platform, the improvement of the
performance of the our products and services and on developing
further applications of our flexible and reeled pipe technology,
especially in ultra deepwater (over 1,000 meters). Recent
successes include the development of the CSO Deep Blue
pipelay vessel and our SPAR platform, including the recent Cell
SPAR model. We pursue a three-pronged approach to acquiring new
technologies relevant to our operations: internal acquisition
through research and development, external acquisition through
the purchase of specialized companies or mixed internal/
external development through research alliances.



| |                         
| | ------------------------
| | Research and Development

Our internally-financed research and development
expenses for 2002, 2001 and 2000 were
 37.4
million,
 18.3
million and
 7.2
million, respectively. A large part of our research and
development activities are attributed to specific projects, and
therefore not included in these amounts.

36



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Our research and development activities employ
approximately 250 persons and are focused on anticipating future
client needs and making us more competitive. We are actively
undertaking development and engineering programs in a number of
advanced technical areas related to deepwater oil and gas
production (including new platforms and floating production
units as well as piping capable of transporting heavy crude or
liquefied natural gas in the low-temperature, high-stress
deepwater environment). Our principal research centers are Paris
and Le Trait, in France, Aberdeen in the United Kingdom,
and Houston in the United States. We also use external research
and development to develop strategic technological alliances
with potential clients in particular industries in order to
facilitate commercial development in those industries.



| |                     
| | --------------------
| | Technology Alliances

We participate in technology alliances in our
onshore/ downstream branch, notably with BP Chemicals in the
area of PTA, polyethylene and polypropylene, with Dow Chemicals
in the area of ethylene furnaces and with Air Products in the
area of hydrogen production units. In the offshore branch, we
conduct research jointly with the IFP, particularly in the field
of deep water offshore oil and gas production.



| |             
| | ------------
| | Acquisitions

We also occasionally obtain access to important
technologies through the acquisition of the businesses that
developed them. For example, through our acquisitions of the KTI
businesses since renamed Technip Benelux, Technip USA and
Technip KT India, we have gained advanced capabilities and
proprietary technologies in the ethylene sector, described
elsewhere in this prospectus. Coflexips acquisition of the
Deepwater Division of Aker Maritime gives the new group access
to the SPAR portfolio of technologies for offshore floaters.

Human Resources

Our key resource is our 19,000 employees in over
fifty countries. Approximately 60% of our employees are design
engineers or project management personnel with university
degrees. The skills and diversity of our human resources gives
us the flexibility to best adapt to the needs of our clients by
organizing our employees into multicultural and mobile teams. We
are dedicated to the development of the expertise and know-how
of our employees. The mission of our human resources policies is
to facilitate the integration of the former Technip and Coflexip
structures, support the organic growth of the groups
activities and develop our employees skills.



| |                                          
| | -----------------------------------------
| | Motivation Through Employee
    Ownership

Employee shareholding plans and the enlargement
of stock option plans have contributed to the involvement of our
employees in the life and the success of the group. To the best
of our knowledge, as of December 31, 2002, employees of the
new group held shares representing 2.6% of our share capital. Of
this amount, approximately half were held in custody through an
administered employee share plan of the type defined at
article 225-102(3) of the French Commercial Code.

2002 saw two major employee initiatives
authorized by our General Shareholders Meeting:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                   
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | A capital increase limited to employee
    subscribers, « TECHNIP-COFLEXIP Capital
    2002 », involved our 16 principal sites throughout the
    world. Despite the highly volatile nature of the capital
    markets, more than 3,800 employees participated including 48% of
    our employees in France, testifying to their confidence in the
    group;                                     
|
| |  | Our management board acted on two resolutions of
    our General Shareholders Meetings, awarding share options
    representing approximately 3% of our share capital to over 1,200
    persons, or almost 6.5% of our global workforce. The objective
    of this grant is to align the interest of employees at every
    level of our organization with the financial results of the
    group.



| |                                                        
| | -------------------------------------------------------
| | Expansion and Internationalization of Our
    Workforce

Thanks to the diversity of our activities and the
large number of locations from which we operate,
Technip-Coflexip offers our employees significant mobility, both
geographically and professionally. Our employees

37



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##### Table of Contents



benefit from opportunities to vary and enrich
their career paths within our structure, and to grow through
multicultural work experiences. For the group, the internal
mobility we offer our employees is also a means to circulate
best practices and know-how, develop skills and professional
flexibility and create a deep pool of management talent. We
encourage this mutually beneficial internal mobility through an
intranet Technip-Coflexip Mobility to advertise
positions available for internal transfers both locally and
abroad and through a program of support services for expatriated
employees. As a result, over 800 of our employees are working
outside of their country of origin.


Our 19,000 employees had the following geographic
distribution at year end 2002: 60% in Europe (18% in France, 13%
in the United Kingdom, 9% in Italy and 20% elsewhere); 25% in
the Americas (15% in the United States and 10% elsewhere); 11%
in the Asia-Pacific region; and 4% in the Middle East and Africa.

The following tables show our year-end number of
employees for the three years ended December 31, 2002, 2001
and 2000 (2000 excludes Coflexip and the Deepwater Division,
which were not consolidated at those dates) in terms of their
function and in terms of their geographic location.

|               |  |                         |        |  |      |  |        |      |  |  |       | 
|-------------- |  | ----------------------- | ------ |  | ---- |  | ------ | ---- |  |  | ----- | 
|               |  |                        
|               |  | Year ended December 31, |       
|               |  |                         |       
|               |  | 2002                    |        |  | 2001 |  |        | 2000 | 
|               |  |                         |        |  |      |  |        |      | 
|Employees      |  |                         | 15,000 |  |      |  | 14,900 |      |  |  | 8,254 | 
|External staff |  |                         | 4,000  |  |      |  | 3,100  |      |  |  | 1,546 | 
|Total          |  |                         | 19,000 |  |      |  | 18,000 |      |  |  | 9,800 | 

|                                |  |                         |        |  |      |  |        |      |  |  |       | 
|------------------------------- |  | ----------------------- | ------ |  | ---- |  | ------ | ---- |  |  | ----- | 
|                                |  |                        
|                                |  | Year ended December 31, |       
|                                |  |                         |       
|                                |  | 2002                    |        |  | 2001 |  |        | 2000 | 
|                                |  |                         |        |  |      |  |        |      | 
|Europe and Russia/ Central Asia |  |                         | 11,134 |  |      |  | 10,961 |      |  |  | 6,758 | 
|Middle East/Africa              |  |                         | 855    |  |      |  | 837    |      |  |  | 678   | 
|Asia/Pacific                    |  |                         | 1,995  |  |      |  | 1,630  |      |  |  | 1,109 | 
|Americas                        |  |                         | 5,016  |  |      |  | 2,545  |      |  |  | 1,059 | 
|Other(1)                        |  |                         |       |  |      |  | 2,181  |      |  |  | 231   | 
|Total                           |  |                         | 19,000 |  |      |  | 18,000 |      |  |  | 9,800 | 






|    |                                                                                                                                                                             
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Starting in 2002, we have eliminated the
    other category through adjustment of the scope of
    the remaining geographic zones. Prior years have not been
    restated.



| |                   
| | ------------------
| | Employee Relations

In recent years we have experienced neither
significant strikes nor work stoppages by our employees. We
believe that we maintain good relationship with our employees
and their unions. In particular, we have developed a structured
incentive program, including stock options for senior management
and bonus plans for all employees, and dedicated significant
resources to training programs worldwide. We believe that our
employee turnover rate is low compared to the engineering and
construction industry as a whole, particularly with respect to
the United States of America and the United Kingdom. We do not
currently believe that the business combination and related
integration efforts have had a significant negative effect on
our relationship with our employees.

Membership of our employees in trade unions
varies from country to country and we have entered into a
variety of collective bargaining agreements. As of
December 31, 2002, approximately 18% of our employees are
in France where national legislation requires the application of
a 35-hour work week. Four of the five principal French labor
unions, as well as an internal labor union, are represented at
our units in France. As required by French law, our management
holds periodic works council meetings with a delegation of union
representatives. Our management also holds other periodic
consultations with employee representatives. In Italy
approximately 25% of our employees belong to one of three
national trade unions grouped under the umbrella organization
RSU. In Germany, a similar percentage of our employees belongs
to the national trade union IG Metall. Our employees are in the
process of organizing a European Works Council.

38



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##### Table of Contents



Property, Plant and Equipment

Our principal facilities consist of office space
at our headquarters and our regional Business and Production
Units. We own our office space in Rome, Italy and Lyon, France,
as well as an industrial plant in Trait, France. In 2002 and in
early 2003, we sold our headquarters to allow ourselves to
centralize 2,600 employees of our Paris operations in one rented
building. We also lease the remainder of our office space. We
own or lease fabrication yards and manufacturing facilities in
connection with our Deepwater Divisions surface facilities
operations and our manufacture of flexible pipe and other subsea
products. Overall, our property, plant and equipment amounted to
 861.1
million at December 31, 2002 of which land and buildings
accounted for approximately
 217.0
million. Our fleet of offshore construction vessels, described
below, accounted for approximately
 429.4 million
at that date.



| |                     
| | --------------------
| | Principal Properties

At December 31, 2002, we owned or held under
long-term leases the real property described below.

|                             |  |                                 |  |              
|---------------------------- |  | ------------------------------- |  | -------------
|Location                     |  | Function                        |  | Status       
|                             |  |                                 |  |              
|Paris-La Défense France      |  | Group HQ                        |  | Owned(1)     
|Paris, France                |  | Offices                         |  | Leased       
|Boulogne-Billancourt, France |  | Offices                         |  | Leased       
|Le Trait, France             |  | Manufacturing and Offices       |  | Owned        
|Lyon, France                 |  | Offices                         |  | Owned        
|Aix en Provence, France      |  | Offices                         |  | Co-owned     
|Rome, Italy                  |  | Offices                         |  | Owned        
|The Hague, Pays-Bas          |  | Offices                         |  | Leased       
|Düsseldorf, Germany          |  | Offices                         |  | Leased       
|Kuala Lumpur, Malaysia       |  | Offices                         |  | Leased       
|Abu Dhabi, E.A.U.            |  | Offices                         |  | Leased       
|Vitoria, Brazil              |  | Manufacturing and Offices       |  | Leased/ Owned
|Rio de Janeiro, Brazil       |  | Offices                         |  | Owned        
|Caracas, Venezuela           |  | Offices                         |  | Co-owned     
|Saint Petersburg, Russia     |  | Offices                         |  | Leased       
|New Delhi, India             |  | Offices                         |  | Leased       
|Fremantle, Australia         |  | Manufacturing and Offices       |  | Leased/ Owned
|Perth, Australia             |  | Offices                         |  | Leased       
|Newcastle, UK                |  | Manufacturing and Offices       |  | Leased/ Owned
|Aberdeen, UK                 |  | Manufacturing and Offices       |  | Owned        
|Tyne & Wear, UK              |  | Manufacturing and Offices       |  | Owned        
|Pori, Finland                |  | Land, Manufacturing and Offices |  | Owned        
|Channelview, Texas(2)        |  | Land and Manufacturing          |  | Owned        
|San Dimas, California        |  | Offices                         |  | Leased       
|Mobile, Alabama              |  | Land                            |  | Leased       
|Houston, Texas               |  | Offices                         |  | Leased       
|Jupiter, Florida             |  | Manufacturing and Offices       |  | Leased/ Owned
|Amelia, Louisiana            |  | Assembly yard and Offices       |  | Leased       
|York (Kirkbymoorside) UK     |  | Manufacturing and Offices       |  | Leased       
|Fourchon, Louisiana          |  | Offshore Base                   |  | Leased       
|Port Harcourt, Nigeria       |  | Assembly Yard and Offices       |  | Leased       



---



|    |                                                                    
|--- | -------------------------------------------------------------------
|(1) | Sold subsequent to December 31, 2002.                              
|   
|(2) | Owned subject to an encumbrance (i.e. lien on
    tangible assets).

In 2003 we sold our headquarters building and
moved the related offices into leased space at Paris-La
Défense, France. We also lease regional and representative
offices in: London, England; Luanda, Angola;

39



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##### Table of Contents



Mumbay and Calcutta, India; Rio de Janeiro,
Brazil; Oslo and Stavanger, Norway; and Singapore. In addition,
we lease industrial space in Evanton, Scotland and Orkanger,
Norway to accommodate our spoolbase facilities.


We believe that our facilities are suitable for
our needs and are well-maintained. Operations at all
manufacturing facilities are conducted five to seven days
a week.



| |                       
| | ----------------------
| | Marine Service Vessels

We operate sixteen pipelaying and diving support
vessels, including three leased vessels, as shown in the
following table. We also operate a fleet of work class and
observation class ROVs, together with a range of trenching
and tooling assets. The following table presents information on
our fleet at December 31, 2002.

|                    |  |          |      |  |                          |                                            |        |  |     | 
|------------------- |  | -------- | ---- |  | ------------------------ | ------------------------------------------ | ------ |  | --- | 
|                    |  | Overall  |      |  |                          |                                            |       
|                    |  | Length   |      |  | Maximum Lifting Capacity |                                            | Diving | 
|Name                |  | (meters) |      |  | (metric tones)           |                                            | System | 
|                    |  |          |      |  |                          |                                            |        | 
|Sunrise 2000        |  |          | 132  |  |                          | 120 (3 cranes)                             |        |  | No  | 
|CSO Deep Blue       |  |          | 192  |  |                          | 400 (3 cranes)                             |        |  | No  | 
|CSO Apache          |  |          | 123  |  |                          | 85 (3 cranes)                              |        |  | No  | 
|CSO Wellservicer(1) |  |          | 111  |  |                          | 130 (2 cranes)                             |        |  | Yes | 
|CSO Constructor     |  |          | 112  |  |                          | 115 (3 cranes) + 100 (A-Frame)             |        |  | Yes | 
|CSO Orelia          |  |          | 119  |  |                          | 200 (2 cranes)                             |        |  | Yes | 
|CSO Alliance        |  |          | 78   |  |                          | 140 (3 cranes)                             |        |  | Yes | 
|CSO Venturer        |  |          | 129  |  |                          | 225 (2 cranes)                             |        |  | Yes | 
|CSO Marianos        |  |          | 90   |  |                          | 65 (2 cranes)                              |        |  | Yes | 
|CSO DeepPioneer(1)  |  |          | 156  |  |                          | 150 (2 cranes)                             |        |  | No  | 
|Normand Pioneer(1)  |  |          | 95   |  |                          | 150 (A-Frame)                              |        |  | No  | 
|M/V Dove(1)         |  |          | 85,1 |  |                          | 300                                        |        |  | No  | 
|Seabulk Nevada(2)   |  |          | 62,8 |  |                          | 150 (A-Frame)                              |        |  | No  | 
|PS1                 |  |          | 76   |  |                          | 30 (1 crane) + 15 (1 crane)                |        |  | Yes | 
|PS2                 |  |          | 93   |  |                          | 50 (1 crane) + 30 (1 crane) + 15 (1 crane) |        |  | Yes | 
|PS3                 |  |          | 93   |  |                          | 50 (1 crane) + 5 (1 crane)                 |        |  | Yes | 



---



|    |                               
|--- | ------------------------------
|(1) | Leased                        
|   
|(2) | Lease terminated in April 2003

As part of our program of maintaining one of the
worlds most advanced construction fleets, we made several
important investments in 2002, notably the modification of
CSO DeepBlues J-Lay equipment for the Nakika
project to allow the laying of pipe at depths of up to 2,500
meters and the refurbishment of CSO Wellservicer
commenced in November 2002 to extend its useful life by a decade.

We sold the vessel CSO Seawell in July
2002 as part of the disposal of the Well Operations division to
Cal Dive International Inc.

The construction ship CSO DeepPioneer
joined our fleet under a long-term lease agreement to improve
our deepwater subsea construction capabilities in West Africa.

Raw Materials and Suppliers

The projects we manage as well as our own
operations require various raw materials, parts and components.
There are multiple suppliers for all of the raw materials, parts
and components we require and we have never experienced a
material supply interruption.

Our principal raw material requirements for
manufacturing flexible pipe include stainless steel strips,
carbon steel wires and a variety of specialized plastics. We
purchase stainless steel and carbon steel from major European
suppliers at prices that are renegotiated each year and that
apply to all our factories. Some of the raw materials used by
our Brazilian plant are purchased from local suppliers. We
purchase most of the steel wire used in

40



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##### Table of Contents



flexible pipe manufacturing from Trefileurope and
the Bekaert Group pursuant to fixed-price supply contracts
renewable at the end of each year.


We maintain stable relationships with our
principal suppliers and have not experienced difficulty
obtaining adequate quantities of high quality raw materials to
meet our manufacturing requirements. We continually attempt to
develop alternate sources of supply for certain of our most
essential raw materials.

Insurance Coverage

We obtain appropriate and specialized insurance
to cover construction and financing risks for each project,
umbrella professional liability insurance for the group, and
generally maintain comprehensive insurance covering our assets
and operations at levels which we believe to be appropriate.
Loss or damage to our products during installation is generally
covered by builders all risks insurance that,
in general, is maintained by the customer.

We maintain loss of hire insurance with respect
to some of our vessels and protection and indemnity insurance
with respect to all of our vessels. We carry hull and machinery
insurance for our vessels covering total loss and significant
repairs, including certain mechanical breakdowns. The total loss
coverage under these policies is generally in an amount equal to
the vessels appraised value. We also maintain insurance
policies against certain liabilities arising from defective
products or faulty installation. Among other types of insurance,
we additionally maintain business interruption insurance for
each of our manufacturing units in the offshore branch.

We do not anticipate difficulty in maintaining
adequate levels of insurance. However, terms of insurance
coverage have become more restrictive and costly since 2001 and
we can give no assurance that insurance coverage or contractual
indemnities will be adequate in all circumstances or against all
hazards, or that we will be able to maintain adequate insurance
coverage in the future at commercially reasonable rates or on
acceptable terms.

Environmental Matters and Other Governmental
Regulation



| |                                                      
| | -----------------------------------------------------
| | Industrial risks related to environmental
    matters

From time to time and to varying extents,
political developments and national and local laws and
regulations pertaining to offshore oil and gas operators affect
our operations. In particular, price controls, taxes and other
laws relating to the oil and gas industry and the environment
and changes in laws and regulations relating to such matters may
affect oil and gas production operations. Such developments may
directly or indirectly affect us. Laws or regulations in some
countries may require us to obtain licenses or permits in order
to bid on contracts or otherwise conduct its operations. Some
countries may require that we enter into a joint venture, agency
or similar business arrangement with local individuals or
businesses in order to conduct business in those countries. At
present, we are not operating in any country in which a license
or permit to bid on contracts is required. In the past, we have
entered into joint ventures with local individuals or companies
in order to bid as a local company where we felt this would be
advantageous, but not because we were compelled to do so by law.

Our operations are subject to numerous
environmental regulations in each of the jurisdictions in which
we operate. Local, national and international laws and
regulations concerning land use, air emissions, discharges to
waters, the generation, storage, handling, transportation and
disposal of hazardous materials, the remediation of ground and
water contamination, and the protection of the environment also
govern our activities. In addition, in some jurisdictions our
manufacturing activities may be subject to the prior granting of
environmental licenses or permits.

We use a wide variety of products and substances
in our operations, some of which are potentially hazardous to
health and the environment. With the exception of products
arising from the commissioning process associated with the final
delivery of chemical and refinery plants, we do not manufacture
or transport hazardous products. Wherever practicable, bulk
quantities of chemicals, paints, fuel oils, diesel, petrol, and
similar materials are limited to the minimum amount sufficient
to support the immediate needs of the operation so as to reduce
the scope of any accidental discharge. We handle the by-products
of manufacturing to minimize environmental impact and dispose of
them in accordance with applicable legislation.

41



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The hydrocarbons carried by vessels in our fleet
are principally the supplies necessary to provide power,
propulsion and support ancillary machinery. All of our vessels
fully comply with International Maritime Organisation codes
regarding prevention of pollution and they conduct regular
drills in emergency procedures with the equipment held onboard.
As far as is possible, we segregate waste streams produced
onboard for disposal. Where we send material ashore for
disposal, authorized/ licensed contractors are used.

Our operations are also subject to numerous other
government regulations, including those relating to the
construction and equipping of offshore platforms and other
offshore installations, marine vessel safety, currency
conversions and repatriation, taxation of foreign earnings and
earnings of expatriate personnel and use of local employees and
suppliers.

The maritime laws and the diving and health and
safety regulations of the jurisdictions in which we operate
govern our operations in these areas. In the North Sea, these
regulations govern working hours and a specified working
environment for divers, as well as standards for diving
procedures, equipment and diver health. The North Sea standards
are the most stringent worldwide. In the absence of any specific
regulation in other geographic locations, our offshore branch
adheres to standards set by the International Marine Contractors
Association and the International Maritime Organisation.

In several of the countries in which we conduct
our operations, notably Malaysia, China, Angola, Nigeria and
Venezuela we are required to obtain special permits to operate.
We believe that we are in compliance with all material
environmental and other government regulations relating to our
operations.

A number of our sites are certified to the
ISO 14001 Standard for Environmental Management Systems and
we continue to work towards a goal of all entities of the Group
complying with ISO 14001. All vessels in our offshore fleet
comply with the International Maritime Organisation
International Safety Management (ISM) Code and vessels operated
out of Aberdeen (all but the three SEAMEC vessels: PS1, PS2
and PS3) comply with the Det Norske Veritas SEP (Safety and
Environmental Protection) Class. We have made investments in
plant and equipment to reduce consumption of raw materials used
in manufacturing and fabrication processes, as well as to
recycle waste materials and minimize the impact of discharges to
land, air or water.

An organization with a strong focus on
risk-management, we are committed to delivering a safe workplace
for employees, customers, visitors and local communities. In
2001 the Onshore and Offshore/ Downstream segments each
delivered our best Health & Safety performance on
record. However, we deeply regret one fatal accident involving a
vehicle at one of our construction sites and another early in
2002 at a fabrication yard. We continue to strive for an
accident-free worksite and are steadily introducing OHSAS
18001:1999, a standard for Occupational Health and Safety
Management Systems.

We maintain what we consider to be adequate
pollution insurance coverage for sudden and accidental
pollution, emanating from our own products and vessel fleet.

Although compliance with various governmental
laws and regulations has not in the past resulted in a material
adverse effect on our historical financial condition or results
of operations, no assurance can be given that compliance with
such laws or regulations will not have a material impact on our
business in the future.



| |                                                 
| | ------------------------------------------------
| | Legal risks related to environmental
    matters

We are subject to national and international
agreements and conventions which impose liability for
environmental damage arising from fuel spills from plants, oil
platforms, pipelines, storage tanks or vessels operated by us or
our sub-contractors for which the Group maintains adequate
insurance. Our operations are subject to the usual hazards
inherent in providing engineering and construction services for
the hydrocarbon/ petrochemicals industry, such as the risk of
equipment failure, work accidents, fire or explosion. These
hazards can cause personal injury and loss of life, business
interruptions, property and equipment damage, pollution and
environmental damage. We may be subject to claims as a result of
these hazards. We may also be subject to claims resulting from
the subsequent operations of facilities we have delivered. Our
policy of covering these risks through contractual limitations
of liability and indemnities and through insurance may not
always be effective. In some of the jurisdictions in which we
operate, environmental and workers compensation liability
may be assigned to us as a matter of law. Clients and
subcontractors may not have adequate financial resources to meet

42



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their indemnity obligations to us. Losses may
derive from risks not addressed in our indemnity agreements or
insurance policies, or it may no longer be possible to obtain
adequate insurance against some risks on commercially reasonable
terms. Failure to effectively cover ourselves against
engineering and construction industry risks for any of these
reasons could expose us to substantial costs and potentially
lead to material losses. Additionally, the occurrence of any of
these risks could hurt our reputation.


We operate in a number of different jurisdictions
that have various types of governmental laws and regulations
relating to the discharge of oil or hazardous substances and the
protection of the environment. Pursuant to these laws and
regulations, we could be held liable for remediation of some
types of pollution, including the release of oil, hazardous
substances and debris from production, refining or industrial
facilities, as well as other assets we own or operate or which
are owned or operated by either our customers or our
sub-contractors. Environmental remediation costs could be
significant and cause us to incur a substantial loss.

We could potentially be held liable for releases
of fuel oil and hazardous materials from offshore oil platforms,
pipelines, storage tanks and other installations that we have
engineered, constructed or installed, or are in the process of
so doing. For these projects, we seek to negotiate our contracts
to include a cap for potential environmental damages and we
require indemnity agreements from our customers and
sub-contractors requiring these persons to indemnify us up to an
agreed amount for some claims and liabilities relating to
environmental damage.

Corporate History

Technip was incorporated under French law in 1958
by IFP to develop expertise in engineering and construction
services. IFP remains a major shareholder, holding 6.80% of our
share capital as of February 28, 2002, representing 6.18%
of our voting rights. Our other major shareholders, Total which,
as of December 31, 2002, owned 3.78% of our share capital,
representing 5.90% of our voting rights and Gaz de France which,
as of December 31, 2002, owned 7.25% of our share capital,
representing 13.18% of our voting rights, acquired their
original holdings in Technip in 1965 and 1984, respectively.

In 1994, we became a publicly traded company in
France when our shareholders conducted a French retail and
international institutional offering of our shares. In 1999, we
carried out a corporate restructuring which transformed us into
a pure holding company through the transfer of all our
engineering and construction operations to Technip France, a
wholly owned subsidiary. In October 2001, we acquired directly
and indirectly 98.36% of the share capital of the offshore
engineering and construction group Coflexip. See
 The Technip-Coflexip Business
Combination. At the same time, we listed American
depositary shares on the New York Stock Exchange under the
symbol TKP.

As described elsewhere in this report, we
acquired additional significant new subsidiaries and affiliates
in 1999 and 2000. In 2001, prior to our business combination,
Coflexip acquired the businesses making up the Deepwater
Division in a trade sale from Aker Maritime. Today,
approximately 100 wholly owned subsidiaries and
90 other subsidiaries and affiliates in some
24 countries make up the Technip-Coflexip group. Our
registered and executive offices are located at Tour
Technip-Coflexip, La Défense 6, 92973 Paris La
Défense Cedex, France (telephone: (011-33-1)
47 78 21 21).

We are organized as a société
anonyme under French law. Under our bylaws (statuts),
our corporate existence expires on April 20, 2057. The
duration of our corporate existence may, however, be extended by
our shareholders at an extraordinary shareholders meeting.






|        |                                                 
|------- | ------------------------------------------------
|Item 5. | Operating and Financial Review and
    Prospects

Overview

The following discussion is based on
information derived from our consolidated financial statements.
Our consolidated financial statements have been prepared in
accordance with French GAAP, which differ in certain significant
respects from U.S. GAAP. In addition, this discussion contains
forward-looking statements that involve risks and uncertainties.
Our actual results could differ materially from those
anticipated in these forward looking statements as a result of
certain factors, including those set forth under
Item 3. Key Information  Risk

43



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##### Table of Contents



Factors and elsewhere in this document.
You should read the following discussion together with our
audited consolidated financial statements for the fiscal years
ended December 31, 2002, 2001 and 2000, included in this
annual report.




| |        
| | -------
| | General

On January 1, 1999, the euro was introduced
as the common legal currency of eleven member states of the
European Union, including France. The euro has been adopted as
our reporting currency for the periods after January 1,
1999.

Taken as a whole, our operations are not seasonal
because of our geographic diversity of operations and mix of
upstream and downstream projects, although individual contracts
may be subject to seasonality, primarily due to the effect of
weather conditions on construction activity particularly in the
North Sea. In addition, our upstream oil and gas activity is
typically characterized as a cyclical industry. To date,
however, our business in this sector has shown relatively steady
growth, regardless of the external economic conditions.



| |                                      
| | -------------------------------------
| | Changes in Scope of
    Consolidation

We have made significant acquisitions and
disposals, which are material to your understanding of our
financial condition and results of operations. We describe below
the principal changes in our scope of consolidation occurring
between January 1, 2000 and December 31, 2002.

The year 2002 was marked by the merger of
Technip-Coflexip and Isis in June. The merger is discussed below.

In 2002, we sold our minority stake of 46% in
Ipedex, which we accounted for under the equity method in 2001.
In 2002 Coflexip transferred non strategic assets, such as the
subsidiaries Mac Nulty Offshore Ltd and Captain Franck Mc
Nulty & Sons Ltd (construction site in United Kingdom),
and the activities and resources related to the Well operations
branch (including the Seawell vessel). The former Coflexip head
office (Porte Maillot building) was also sold.

The goodwill resulting from the acquisition of
the 69.1% interest in Coflexip in 2001 (see below) has been
adjusted in 2002 in order to take into account the consolidated
gains from the sales of certain Coflexip assets and activities
during the year 2002. Other adjustments were also made and are
presented below. In addition, the total goodwill of Coflexip has
been allocated to two activity sectors of the Offshore branch:
the first one concerns the floaters and floaters facilities
sector and relates mainly to the Aker Maritime division acquired
by Coflexip in

44



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##### Table of Contents



2001; the second one concerns the SURF activity
(Subsea, Umbilicals, Risers and Flowlines) and relates to the
main activity of Coflexip before the acquisition of Aker. The
goodwill after adjustment is detailed as follows:


|                                                                                      |              |  |  |            |   |  |         |        |  
|------------------------------------------------------------------------------------- | ------------ |  |  | ---------- | - |  | ------- | ------ | -
|                                                                                      |              |  |  | In million |  
|                                                                                      |              |  |  | of EUR     |  
|                                                                                      |              |  |  |            |  
|Creation of 5,504,436 Technip-Coflexip shares
    ( 147.99 a
    share)              |              |  |  |            |   |  | 814.6   |       
|Cash paid for 5,000,000 Coflexip shares
    ( 199 a
    share)                       |              |  |  |            |   |  | 995.0   |       
|Net purchase costs                                                                    |              |  |  |            |   |  | 28.7    |       
|                                                                                      |              |  |  |            |   | 
|Purchase price for 52.47% in
    Coflexip                                             |              |  |  |            |   |  | 1,838.3 |       
|Coflexip net equity as of September 30, 2001
    (52.47%)                             |              |  |  |            |   |  | (421.4  | )     
|                                                                                      |              |  |  |            |   | 
|Step-up for 52.47% in Coflexip                                                        |              |  |  |            |   |  | 1,416.9 |       
|Step-up for 16.63% in Coflexip via Isis                                               |              |  |  |            |   |  | 253.1   |       
|                                                                                      |              |  |  |            |   | 
|Step-up for 69.1% in Coflexip                                                         |              |  |  |            |   |  | 1,670.0 |       
|Reversal of net goodwill accounted by Coflexip
    (foreign exchange effect included) |              |  |  |            |   |  | 503.5   |       
|Preliminary allocation to identified assets:                                          |              |  |  |            |   |  |         |       
|                                                                                      | Vessels      |  |  | (106.4     | ) |  |         |        |  
|                                                                                      | Buildings    |  |  | (24.2      | ) |  |         | (125.5 | )
|                                                                                      | Patents      |  |  | (59.4      | ) |  |         |        |  
|                                                                                      | Deferred tax |  |  | 64.5       |   |  |         |        |  
|                                                                                      |              |  |  |            |   | 
|Goodwill determined at date of
    acquisition                                        |              |  |  |            |   |  | 2,048.0 |       
|                                                                                      |              |  |  |            |   | 
|Adjustment on Coflexip shares coming from ISIS
    (after merger)                     |              |  |  |            |   |  | 5.5     |       
|Gain on sales of CSO assets                                                           |              |  |  |            |   |  | (48.3   | )     
|Depreciation of American deferred tax assets                                          |              |  |  |            |   |  | 13.8    |       
|Provisions for transfers                                                              |              |  |  |            |   |  | 32.1    |       
|Provisions and diverse charges                                                        |              |  |  |            |   |  | 48.0    |       
|                                                                                      |              |  |  |            |   | 
|Goodwill 2002 after adjustment
    (gross)                                            |              |  |  |            |   |  | 2,099.1 |       
|                                                                                      |              |  |  |            |   | 

After the purchases in 2000 and 2001 and after
the adjustments made in the year 2002, the goodwill is detailed
as follows:

|                                                                        |  |            |         |  
|----------------------------------------------------------------------- |  | ---------- | ------- | -
|                                                                        |  | In million |        
|                                                                        |  | of EUR     |        
|                                                                        |  |            |        
|Goodwill on the purchase of 29.7% of Coflexip
    shares (April 2000)   |  |            | 447.5   |  
|Goodwill on the purchase of 52.4% of Coflexip
    shares (October 2001) |  |            | 2,099.1 |  
|Total amortization at the end of
    December 2002                      |  |            | (167.1  | )
|                                                                        |  |            |        
|Goodwill after adjustments
    differences                              |  |            | 2,379.5 |  
|Goodwill, net related to the
    « Floaters » activity                  |  |            | 404.4   |  
|Goodwill, net related to the
    « SURF » activity                      |  |            | 1,975.1 |  

UTC Projectos e Consultoria SA.In October 2001 we finalized the
acquisition (100%) of the privately owned UTC Projectos e
Consultoría SA. We acquired this Brazilian engineering and
construction company to develop its activities in the upstream
sector and especially in deep-water field development.

The Technip-Coflexip Business Combination.On October 11, 2001, we completed
two simultaneous exchange offers which resulted in our holding
98.36% of the share capital and 98.54% of the voting rights of

45



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Coflexip and 99.05% of the share capital and
voting rights of ISIS. We have consolidated the results of both
of these companies into our consolidated financial results
starting on October 1, 2001. Prior to October 1, 2001
we accounted for Coflexip using the equity method to reflect the
29.4% minority interest we held in that company prior to the
completion of the Coflexip exchange offer. For a description of
this minority interest, see  Changes in the
Scope of Consolidation-Coflexip Stena Offshore, below.
Prior to the ISIS exchange offer, we had no financial interest
in ISIS. On June 20, 2002, we merged our subsidiary ISIS
into our holding company. Following to the merger, Isis brought
to Technip-Coflexip its portfolio in shares including the shares
of Technip-Coflexip (cancelled), Coflexip, CGG (exchanged for
Technip-Coflexip shares, then cancelled), as well as Novasep and
Géoservices shares (sold).


In 2000, their last full financial year prior to
our acquisition of control, Coflexip generated consolidated
revenues of
 1,064.6 million
and net income of
 222.7 million,
and ISIS generated consolidated revenues of
 165.1
million and net income of
 87.1 million.
ISISs net income in 2000 reflects the significant
contributions under the equity method of its approximately 17.5%
interest in Coflexip (an equity contribution of
 158.5 million)
and 11.3% interest in us (an equity contribution of
 21.3 million).

In Note 2 of our audited consolidated
financial statements included in this annual report at
Item 18 we present pro forma financial information
indicating our financial results as if our acquisition of
Coflexip, both directly through the Coflexip tender offer and
indirectly through the ISIS tender offer, had taken place on
January 1, 2001. In accordance with French GAAP, our
audited historical financial statements included in this annual
report reflect this acquisition as of October 1, 2001, and
therefore do not describe a full twelve months of combined
results. We caution you, however, that the pro forma financial
results are not a substitute for our audited historical
financial statements and do not necessarily show what our
combined results would have been had our acquisition of Coflexip
in fact taken place on January 1, 2001. Because our audited
consolidated balance sheet as of December 31, 2001, included in
this annual report already reflects the full consolidation of
Coflexip, we have not prepared a pro forma balance sheet.

Coflexip Stena Offshore.In April 2000, we acquired a
29.7% interest in Coflexip, the parent company of the Coflexip
Stena Offshore upstream engineering and construction group.
Following the public exchange offer with a cash election
initiated by us for Coflexip shares on July 3, 2001, we now
hold 98.36% of the share capital and 98.54% of the voting rights
of Coflexip. In 1999, the year prior to our first acquisition,
Coflexip reported net sales of
 1,017.0 million
and net income of
 89.6 million.
We accounted for our interest in Coflexip from April 19,
2000 to September 30, 2001 using the equity method of
accounting. In January 2001, Coflexip significantly
expanded its operations through its cash acquisition of the
Deepwater Division, which reported sales of approximately
 390 million
in 2000.

Krebs-Speichim.In
September 2000, we acquired from Cogema the 50% of our fine
chemicals affiliate Krebs-Speichim that we did not already own.
In 1999, Krebs-Speichim and its consolidated subsidiaries, which
we accounted for using the proportionate consolidation method,
had contributed
 75.2 million
to our consolidated net sales.



| |                             
| | ----------------------------
| | Critical Accounting Policies

Our significant accounting policies are more
fully described in Note 1 to our consolidated financial
statements. However, certain of our accounting policies are
particularly important to your understanding of our financial
position and results of operations. Because the application of
these policies requires the exercise of significant judgment by
us, their application is subject to an inherent degree of
uncertainty. We believe the following critical accounting
policies require our more significant judgments and affect
estimates used in the preparation of our consolidated financial
statements.



| |                             
| | ----------------------------
| | Revenue and Cost Recognition

Because most of our sales are generated under
long-term contracts, the performance of which generally exceeds
two fiscal years, the manner in which we recognize revenues and
costs on these contracts is material to your understanding of
our financial condition and results of operations.

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Backlog represents the total amount of revenues
we expect to recognize in the future as a result of performing
work under signed contracts on which we have received a down
payment and for which our client has arranged financing, where
applicable. Typically, on multiannual contracts, no more than
approximately 20% of the revenue from a new contract is
recognized within the first year from the date of the order
intake of that contract. Consequently, the amount of revenue
recognized during the fiscal year in which order intake occurs
depends not only on the size of a contract but also on how late
in the fiscal year the order intake occurred in order for earned
income to be generated prior to the end of the fiscal year. The
majority of our revenue is generated by two-to three-year
contracts, with earned revenue recognized according to the
percentage of completion of the various items of the contract.

Our revenue recognition accounting policy is
based on the percentage-of-completion method on a
contract-by-contract basis, except for some non-significant
contracts for which revenue is recognized when the service has
been rendered. Use of the percentage-of-completion method
requires us to make estimates of our future gross margin under
the related contract. We estimate the future gross margin based
on a combination of factors, including our experience in the
businesses and in the geographical region we operate, and market
condition in that region. For lump-sum turnkey long-term
contracts to the completion of early phases such as engineering
design, confirmation of significant orders, and assurance that
field conditions are satisfactory, is necessary to firmly assess
identified risks and to estimate with sufficient precision the
total future costs as well as the expected timetable. As a
result, we recognize the related positive gross margin when the
projected gross margin can be estimated more precisely, contract
by contract.

In accordance with our procedures, throughout the
lives of our long-term contracts we review and periodically
revise their gross margins.



| |                                                              
| | -------------------------------------------------------------
| | Goodwill amortization and Impairment of
    long-lived assets

We amortize goodwill on a straight-line basis
over future periods of benefit, as estimated by management,
which may range from five to 25 years. We select the period
of benefit based on the strategic significance of the asset
acquired.

We assess the impairment of identifiable
intangibles, long-lived assets and goodwill and enterprise level
goodwill whenever events or changes in circumstances indicate
that the carrying value may not be recoverable. Factors we
consider important that could trigger an impairment review
include the following:



| |   |                                                                                                                      
| | - | ---------------------------------------------------------------------------------------------------------------------
| |  | significant under-performance relative to
    expected historical or projected future operating results;             
|
| |  | significant changes in the manner of our use of
    the acquired assets or the strategy for our overall business; and
|
| |  | significant negative industry or economic trends.                                                                    

When we determine that the carrying value of
intangibles, long-lived assets and goodwill may not be
recoverable based upon the existence of one or more of the above
indicators of impairment, we compare for each group of assets
their carrying value with its estimated realizable value based
upon our expectations of future economic and operating
conditions. While we believe that the assumptions used in
determining fair value are appropriate, they are subject to
judgement. Should this comparison indicate that an asset is
impaired, the write-down recognized is equivalent to the
difference between the carrying value and the estimated
realizable value.



| |               
| | --------------
| | Deferred Taxes

As part of the process of preparing our
consolidated financial statements, we are required to estimate
our income taxes in each of the jurisdictions in which we
operate. This process involves us estimating our actual current
tax exposure together with assessing deferred tax assets and
liabilities based on the differences between the financial
statement carrying amounts and the tax bases of assets and
liabilities. Technip-Coflexip regularly reviews our deferred tax
assets for recoverability and establishes a valuation allowance
based on historical taxable income, projected future taxable
income, and the expected timing of the reversals of existing
temporary differences. If we continue to operate at a loss or
are unable to generate sufficient future taxable income, or if

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there is a material change in the actual
effective tax rates or time period within which the underlying
temporary differences become taxable or deductible, we could be
required to establish a valuation allowance against all or a
significant portion of our deferred tax assets resulting in a
substantial increase in our effective tax rate and a material
adverse impact on our operating results.




| |                                                            
| | -----------------------------------------------------------
| | Principal Differences Between U.S. GAAP and
    French GAAP

The principal difference between U.S. GAAP and
French GAAP that affects us is the difference in accounting for
contract costs and contract bid costs. The differences related
to amortization of goodwill, and accounting for post-employment
benefits and employee stock plans under U.S. GAAP and French
GAAP are also material to our results for the periods presented.
For a summary of differences between the French GAAP and U.S.
GAAP, see Note 30 to Technip-Coflexips
Consolidated Financial Statements included elsewhere in this
prospectus.

Under French GAAP, some General and
Administrative costs are recorded as contract, and are
consequently recorded as a component of Cost of
Sales. Under U.S. GAAP, General and Administrative costs
not directly related to contracts are to be recorded when
expensed. As a result, revenue and gross margin recorded on
contracts are different under French GAAP and U.S. GAAP.

Under French GAAP, we capitalize contract bid
costs directly attributable to a future contract, the signature
of which can be reasonably expected. We transfer these deferred
costs to the contract costs once the contract is obtained or, if
not obtained at year-end, we depreciate them according to the
probability of success assessed for each outstanding offer.
Under U.S. GAAP, these costs are expensed as incurred.

Under French GAAP, we accrue pension and other
post-employment benefits in accordance with the practices
prevailing in the country of employment. For the purpose of our
U.S. GAAP reconciliation, we have harmonized valuation methods
and assumptions and recognized the plans as if we had
consistently applied U.S. GAAP.

Under French GAAP, we record common shares issued
upon the exercise of options granted to employees and directors
as an increase in share capital at the exercise price on the
exercise date. We hold treasury shares to settle qualified
employee deferred stock purchase plans, and, in accordance with
French GAAP, do not record compensation expense on stock-based
employee plans. Under U.S. GAAP, APB Opinion No. 25 defines
conditions to classify plans such as compensatory or
non-compensatory. If a plan is deemed to be compensatory, APB
Opinion No. 25 requires that compensation arising from the
plans be measured based on the intrinsic value of the shares
granted or sold to employees. For fixed plans, the compensation
expense is calculated as the difference between the fair value
of the share at the grant date and the employee exercise price.
Compensation expense for compensatory stock-based employee plans
is recognized over the vesting period.

Under French GAAP, we record foreign currency
transactions on long-term contracts at the contract exchange
rate established under the foreign exchange instruments into
which we enter. Under U.S. GAAP, we record foreign currency
transactions at the spot rate except for that portion of the
transaction, which is hedged with a financial instrument, which
we record at the hedged rate.

Under French GAAP, we translate monetary assets
and liabilities denominated in a foreign currency into euro at
year-end, except for contracts-in-progress and
progress payments on contracts accounts. We record
the resulting exchange gains and losses in our income statement.
We record a reserve for unrealized exchange losses, except if
related to a hedged transaction denominated as a hedge. Under
U.S. GAAP, we include in net income exchange gains or losses
resulting from the adjustment of balances denominated in a
foreign currency, except if related to a contract designated as
a hedge. Since January 1, 2001, we record all exchange
gains and losses in our net income in accordance with Statement
of Financial Accounting Standards No. 133 (SFAS
No. 133).

Under French GAAP, we record realized and
unrealized exchange gains and losses related to long-term
contract assets and liabilities as operating income. Under U.S.
GAAP, we record such exchange gains and losses as financial
result.

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Under French GAAP, we do not record the fair
values of the derivatives instruments related to future
transactions on our contracts. Until December 31, 2000, the
fair values of these derivative instruments were not recorded
under U.S. GAAP. Since January 1, 2001, for U.S. GAAP
purposes, we record every derivative instrument (including
certain derivative instruments embedded in other contracts) in
accordance with SFAS No. 133 in our balance sheet, either
as an asset or liability measured at its fair value. We report
the changes in these fair values either in shareholders
equity if specific hedging criteria are met or in the income
statement. Special accounting for qualifying hedges allows a
derivative instruments gains and losses to offset related
results on the hedged item in the income statement, to the
extent effective, and requires that a company must formally
document, designate, and assess the effectiveness of
transactions that receive hedge accounting. We recorded the
effect as of January 1, 2001 of the adoption of SFAS
No. 133 as a cumulative effect of change in accounting
principle.

Under French GAAP, goodwill is amortized over a
period ranging from 5 to 25 years, depending on the
activity of the business acquired. Under U.S. GAAP, goodwill
resulting from business combinations initiated after
July 1st, 2001 is no longer amortized. Additionally, with
the adoption of SFAS 142 on January 1, 2002, goodwill
from previous acquisitions is also no longer amortized.

After acquiring the 29.7% interest in Coflexip in
2001, we were unable to perform a complete valuation of the
assets and liabilities acquired. Accordingly, we could not
precisely identify the difference between the cost of our
investment in Coflexip and the net assets acquired, and
therefore elected under French GAAP to amortize the goodwill
over a 20 year period based on an overall analysis of
goodwill components at the date of acquisition. We recognized
the subsequent gain reported by Coflexip on the sale of Cal Dive
securities as a separate non- operating line as described in
Note 2(b). For U.S. GAAP purposes, we reduced our
share of the gain recorded by Coflexip on its disposal of Cal
Dive securities. The amount recognized under U.S. GAAP was the
difference between the selling price and the fair value of the
Cal Dive securities at the date of the acquisition of the 29.7%
interest in Coflexip. Goodwill amortization was reduced
accordingly.



| |                                              
| | ---------------------------------------------
| | Recently Issued Accounting
    Pronouncements

In June 2001, the Financial Accounting
Standards Board issued Statement of Financial Accounting
Standards No. 143, Accounting for Asset Retirement
Obligations(SFAS No. 143). SFAS No. 143
establishes accounting requirements for retirement obligations
associated with tangible long-lived assets, including
(1) the timing of the liability recognition,
(2) initial measurement of the liability,
(3) allocation of asset retirement cost to expense,
(4) subsequent measurement of the liability and
(5) financial statement disclosures. SFAS No. 143
requires that the fair value of a liability for an asset
retirement obligation be recognized in the period in which it is
incurred if a reasonable estimate of fair value can be made. The
associated asset retirement costs are capitalized as part of the
carrying amount of the long-lived asset and depreciated over the
life of the associated fixed asset. An entity shall measure
changes in the liability for an asset retirement obligation due
to passage of time by applying an interest method of allocation
to the amount of the liability at the beginning of the period.
The interest rate used to measure that change shall be the
credit-adjusted risk-free rate that existed when the liability
was initially measured. That amount shall be recognized as an
increase in the carrying amount of the liability and as an
expense classified as an operating item in the statement of
income. SFAS 143 is effective for fiscal years beginning after
June 15, 2002, with early application encouraged.

The Company expected to adopt
SFAS No. 143 on January 1, 2002 but decided to
postpone the first application to January 1, 2003 and has
not yet determined the impact that it will have on its results
of operations, its financial position or its cash flows.

In July 2002, the FASB issued Statement of
Financial Accounting Standards No. 146, Accounting for
Costs Associated with Exit or Disposal Activities
(SFAS 146). SFAS 146 replaces EITF Issue
No. 94-3, Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring),and
changes the timing of recognition for certain exit costs
associated with restructuring activities. Under SFAS 146
certain exit costs would be recognized over the period in which
the restructuring activities occur. Currently, exit costs are
recognized when the Company commits to a restructuring plan.
SFAS 146 is to be applied prospectively to exit or disposal
activities initiated after December 31, 2002,

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though early adoption is allowed. The Company
will adopt SFAS 146 for exit or disposal activities that are
initiated after December 31, 2002.The provisions of
SFAS 146 could result in the Company recognizing the cost
of future restructuring activities over a period of time as
opposed to as a one-time expense.


In November 2002, the EITF reached a
consensus on issue No. 00-21 Accounting for Revenue
Arrangements with Multiple Deliverables(EITF 00-21) on a model to be used to
determine when a revenue arrangement involving the delivery or
performance of multiple products, services and/or rights to use
assets should be divided into separate units of accounting.
Additionally, EITF 00-21 addresses if separation is
appropriate, how the arrangement consideration should be
allocated to the identified accounting units. EITF 00-21
will be applicable to agreements entered into in fiscal periods
beginning after June 15, 2003, with early adoption
permitted. In addition, companies are permitted to apply
EITF 00-21 to all existing arrangements as the cumulative
effect of a change in accounting principle in accordance with
APB Opinion No. 20, Accounting Changes. The Company
will adopt EITF 00-21 for revenue arrangements that are
initiated after January 1, 2004 and has not yet determined
the impact that it will have on its results of operations,
financial position or cash flows.

In November 2002, the FASB issued FASB
Interpretation No. 45, Guarantors Accounting and
Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others(FIN 45). FIN 45 requires that upon
issuance of a guarantee, the guarantor must recognize a
liability for the fair value of the obligation it assumes under
that guarantee. The disclosure provisions of FIN 45 are
effective for financial statements of annual periods that end
after December 15, 2002. Refer to Note 26 for
disclosures related to guarantees. The provisions for initial
recognition and measurement are effective on a prospective basis
for guarantees that are issued or modified after
December 31, 2002 and has not yet determined the impact
that it will have on its results of operations, financial
position or cash flows.

In December 2002, the Financial Accounting
Standards Board issued FASB Statement No. 148,
Accounting for Stock-Based Compensation 
Transition and Disclosure(SFAS 148). This
Statement amends FASB Statement No. 123, Accounting for
Stock-Based Compensation(SFAS 123), to
provide alternative methods of transition to
SFAS 123s fair value method of accounting for
stock-based employee compensation. It also amends the disclosure
provisions of SFAS 123 to require prominent disclosure in
the summary of significant account policies of the effects of an
entitys accounting policy with respect to stock-based
employee compensation on reported net income and earnings per
share in annual financial statements. SFAS 148s
amendment of the transition and annual disclosure requirements
are effective for fiscal years ending after December 15,
2002. Refer to Note 30 for disclosures related to stock
based compensation. The Company intends to continue to account
for stock-based compensation based on the provisions of APB
Opinion No. 25.

In January 2003, the FASB issued FASB
Interpretation No. 46, Consolidation of Variable
Interest Entities an interpretation of ARB No. 51(FIN 46). FIN 46 requires certain
variable interest entities to be consolidated by the primary
beneficiary of the entity if the equity investors in the entity
do not have the characteristics of a controlling financial
interest or do not have sufficient equity at risk for the entity
to finance its activities without additional subordinated
financial support from other parties. The disclosure provisions
of FIN 46 are effective for financial statements initially
issued after January 31, 2003. Public entities with a
variable interest in a variable interest entity created before
February 1, 2003 shall apply the consolidation requirements
of FIN 46 to that entity no later than the beginning of the
first annual reporting period beginning after June 15,
2003. FIN 46 is effective for all new variable interest entities
created or acquired after January 31, 2003 and the Company
has not yet determined the impact that it will have on its
results of operations, financial position or cash flows.

In April 2003, the FASB issued Statement of
Financial Accounting Standards No. 149, Amendment of
Statement 133 on Derivative Instruments and Hedging Activities(SFAS 149). SFAS 149 amends and clarifies
financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other
contracts (collectively referred to as derivatives) and for
hedging activities under FASB Statement No. 133
Accounting for Derivative Instruments and Hedging Activities.In particular, SFAS 149 (1) clarifies under what
circumstances a contract with an initial net investment meets
the characteristic of a derivative, (2) clarifies when a
derivative contains a financing component, (3) amends the
definition of an underlying to conform it to language used in
FIN 45, and (4) amends certain other existing
pronouncements. This Statement is

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effective for contracts entered into or modified
after June 30, 2003, and for hedging relationships
designated after June 30, 2003. In addition, most
provisions of SFAS 149 are to be applied prospectively.


The Company has not yet determined the impact
that it will have on its results of operations, its financial
position or its cash flows.

In May 2003, the FASB issued Statement of
Financial Accounting Standard No. 150, Accounting for
Certain Financial Instruments with Characteristics of both
Liabilities and Equity(SFAS 150). SFAS 150
establishes standards for how an issuer classifies and measures
certain financial instruments with characteristics of both
liabilities and equity. It requires that an issuer classify a
financial instrument that is within its scope as a liability (or
an asset in some circumstances). SFAS 150 affects the
issuers accounting for three types of freestanding
financial instruments:



| |   |                                                                                                                                                                                                                                                                           
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Mandatorily redeemable shares, which embodies an
    unconditional obligation requiring the issuing company to redeem
    in exchange for cash or other assets at a specified or
    determinable date(s) or upon an event that is certain to occur;                      
|
| |  | Instruments that require or may require the
    issuer to repurchase some of its shares in exchange for cash or
    other assets, which includes put options and forward purchase
    contracts;                                                                          
|
| |  | Obligations that must or may be settled by
    issuing a variable number of equity shares, the monetary value
    of which is fixed, tied solely or predominantly to a variable
    such as a market index, or varies inversely with the value of
    the issuers shares.

SFAS 150 does not apply to features embedded in a
financial instrument that is not a derivative in its entirety.
Most of the guidance in SFAS 150 is effective for all financial
instruments entered into or modified after May 31, 2003,
and otherwise is effective for the fiscal years ending after
June 15, 2003.

The Company has not yet determined the impact
that it will have on its results of operations, its financial
position or its cash flows.



| |                  
| | -----------------
| | Segment Reporting

The objective of SFAS No. 131,
Disclosures about Segments of an Enterprise and Related
Information is to provide users of financial statements
information about the different types of business activities in
which a company engages and the different economic environments
in which it operates. Subsequent to our business combination
with Coflexip, our management has structured our operations into
three branches that we utilize as reporting segments. These
branches are the Offshore sector, which comprises the offshore
business units of Technip and substantially all of the
operations of Coflexip, the Onshore/downstream sectors, which
comprises the Technip hydrocarbons activities not accounted for
in the offshore sector, and the Industries sector, which
comprises our activities outside the hydrocarbons industry.



| |                 
| | ----------------
| | Foreign Currency

In each of the three years in the period ended
December 31, 2002, approximately 60% of our net sales were
denominated in a currency other than our reporting currency, the
euro. Our principal non-euro currency during this period was the
U.S. dollar, which made up approximately 50% of net sales and
approximately 25% of operating expenses. In 2002, fluctuations
between the euro and other currencies, notably the dollar, had a
negative effect on our consolidated net sales amounting to
approximately
 129.7 million.
In addition to the dollar and euro, other important operating
currencies for us include the Japanese yen, British pound and
Malaysian ringitt. For a detailed description of our exposure to
foreign currencies and currency hedging instruments, see
Item 11. Qualitative and Quantitative Disclosures of
Market Risk.

Our policy is to naturally hedge a substantial
portion of our contracts by matching the currency of our own
equipment purchases and subcontractor payments to the currency
in which we will ourselves receive payment. Subsequently, we
manage our foreign currency exposure on the portion of
anticipated foreign currency cash flows that is not naturally
hedged by entering into standard financial instruments such as
forward exchange contracts or options. We do not enter into
financial instruments for trading or speculative purposes.

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Foreign currency exposure.During the bid period, our currency
exposure derives from the fact that exchange rate movements
between the date as of which we calculate our projected costs
and resulting bid and the date on which the contract is awarded
could negatively affect our expected margins. We manage our
currency risk exposure, primarily, by submitting multicurrency
bids matched to the expected currency of expense and
secondarily, to the extent necessary, by insurance contracts
and, to a limited extent, options.

Foreign currency transactions.Foreign currency transactions are
translated into euro at the rate of exchange applicable at the
transaction date, except for those related to long-term
contracts which are translated using the contract rate based on
foreign currency hedging. At year end, monetary assets and
liabilities denominated in foreign currencies are translated
into euros at the exchange rate prevailing at that date except
for contracts-in-progress accounts and progress payments
received from long-term contract customers which are recorded at
the contract rate. The resulting exchange gains or losses are
recorded in the income statement.

Outlook for 2003

We have announced a business development plan
encompassing the following elements:



| |   |                                                                                                                                                                                                                                                                                                                                     
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Centralization of our Paris-based staff,
    currently located in four locations.                                                                                                                                                                                                                                                   
|
| |  | Increased cost efficiency and development of
    cost-saving synergies, particularly in the areas of procurement,
    information technology and overhead expenses.                                                                                                                                                                 
|
| |  | A second round of disposals of non-strategic
    assets.                                                                                                                                                                                                                                                                            
|
| |  | The merger of Coflexip S.A. into Technip-Coflexip
    S.A. to eliminate the costs related to the separate listing of
    Coflexip in France and to permit the streamlining of operations
    both at headquarters and subsidiaries.                                                                                                 
|
| |  | The simplification of our governance structure
    through the adoption of a classic board of directors
    in place of our previous two-tiered board structure.                                                                                                                                                                  
|
| |  | Following the litigation on Aker Maritime
    Deepwater Divisions purchase price claim (mentionned in
    Note 26 (c)), Coflexip has received a first payment of
     31,4
    million from AKER which comes to decrease Aker Maritime
    Deepwater Divisions purchase price and thus the goodwill
    recorded in the accounts.

Technip-Coflexip Results of Operations for the
Year Ended December 31, 2002,

Compared to the Year Ended December 31,
2001




| |          
| | ---------
| | Net Sales

Our consolidated net sales for the fiscal year
2002 amounted to
 4,452.3 million.
This was an increase of 25.6% from net sales in 2001 of
 3,546.0 million
and is largely due to our acquisition of Coflexip, the results
of which have been consolidated since October 1, 2001. In
addition, our sales growth was negatively affected by a decrease
of approximately 15.3% for our businesses other than Coflexip.
On a pro forma basis reflecting our business combination, as of
January 1, 2001, our 2002 net sales decreased 10.0% from
pro forma net sales of
 4,949.8 million
in 2001, mainly as a result of decreased onshore revenues
recorded in 2002 and the disposal of several non-strategic
activities. Among the largest contributors to net sales in 2002,
as a result of the size and status of progress on these
contracts, were for the Onshore Branch, Haradh Gas Plant in
Saudi Arabia (SAUDI ARAMCO), PTA & FEL in Taïwan
(BP), Fujairah Water & Power in UAE, and for the
Offshore Branch, Devil Tower in USA (WILLIAMS), Holstein in USA
(BP AMOCO), Gunnison in USA (KERR MC GEE).

Backlog.Backlog, an
unaudited measure resulting from firm orders received during the
year and previous years, less progress on contracts underway,
was
 5,776.1 million
at December 31, 2002, increased from
 4,926 million
at December 31, 2001. Backlog figures at December 31,
2001 include the full backlog of Coflexip at that date. During
2002, there was noticeable backlog growth in the Onshore/
Downstream segment in particular.

By business segment, at December 31, 2002,
approximately 30.5% of our backlog was in the Offshore segment,
62.8% was in the Onshore/ Downstream segment and the remainder
was in our Industries segment. Contract intake in 2002 was
driven in the Offshore sector principally by SPAR production
platforms, integrated

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deepwater projects in the Gulf of Mexico and
integrated projects in Africa, the North Sea and Brazil. In the
Onshore/ Downstream sector, backlog was driven principally by
petrochemical, gas and other projects in the Africa/ Middle East
region, which accounted for 64% of segment backlog as of
December 31, 2002. At the same date, approximately 15% of
Onshore/ Downstream backlog was in Europe and Russia/ Central
Asia, principally in Italy, Germany, the Netherlands and
Turkmenistan, 12% in the Asia Pacific region with important
contracts in Vietnam, China and Taiwan, and 9% in the Americas
consisting of numerous service contracts and the near-completed
La Isla project in Curaçao. Backlog in the Industries
sector at December 31, 2002 consisted principally of a
chlorine plant in Germany, an acetic acid plant in Saudi Arabia,
an installation related to Ariane V in French Guyana, several
service contracts for pharmaceutical plants and contracts for
the construction of office and industrial space including for
the municipal authorities of Nice, France.


Backlog at December 31, 2002 does not
include the order intake of several contracts which have been
signed, but for which financing had not yet been confirmed by
the client. As a result, our order intake not yet booked as
backlog as of December 31, 2002, amounted to approximately
 0.4 billion,
compared to approximately
 1.5 billion
at December 31, 2001 and
 0.7 billion
at December 31, 2000.

Net sales by segment.Our Offshore segment accounted for
 2,125.0
million or 47.8% of total revenues in 2002 compared to
 722.0 million,
or 20.4% in 2001. The significant increase in net sales mainly
attributable to our consolidation of Coflexip as of
October 1, 2001. Substantially all revenues of Coflexip are
included in our Offshore segment. Major contributors to our 2002
revenues were our SURF and SPAR businesses in North America, two
significant turn-key contracts relating to a platform in Nigeria
and for development platforms for the Cakerawala fields in
Malaysia, as well as strong activity levels in the North Sea.

Our Onshore/ Downstream segment, which is
comprised of activities related to production, refining and
petrochemicals, accounted for
 1,938.6 million
or 43.5% of total revenues in 2002, compared to
 2,352.0 million,
or 66.3% in 2001, a decline in net sales of 17.6%. The major
factors contributing to the decrease in sales in this segment
were unusually low backlog levels at the beginning of 2002 as a
result of our delivery of several major turnkey contracts prior
to year end 2001 combined with slow order intake in the first
quarter of 2002. Additionally, the decrease was impacted by a
mix of projects-in-course mainly comprised of those in the early
engineering phases where we tend not to recognize substantial
revenues compared to the later phases in which equipment
procurement and construction work are taking place and project
milestones are being met. See Item 4. Information on
Technip-Coflexip  Description of Our
Operations  Execution of a Turnkey Contract.

Our Industry segment contributed sales of
 388.7 million
or 8.7% of total revenues in 2002 as compared to
 472 million,
or 13.3% of total revenues, in 2001, a decrease in net sales of
17.6%, reflecting the particularly high level of sales recorded
in 2001 as a result of the completion of several large turnkey
contracts. Sales in 2002 derived from contracts in the
pharmaceutical industry (MSD, Aventis Pasteur), the chemical and
metals industry (Goro Nickel in New Caledonia, Copebras in
Brazil, Kemapco in Jordan) as well as contracts for the
construction of electricity generation plants in Germany, an
Airbus 380 assembly site in France and several contracts for the
cement industry.

Net sales by geographic area.During 2002, our operations in Europe
and Russia/ Central Asia generated
 1,196.6 million
in sales, or 26.9% of total revenues, compared to
 942.0 million
in sales, or 26.6% of total revenues in 2001, an increase of
27.0%, reflecting primarily the consolidation of Coflexips
North Sea and other European revenues for the full fiscal year
2002. The principal contributors to sales in this region in 2002
were Hutton and MacLure (KERR MCGEE), Juno (BG) and Fram
West (NORSK HYDRO). Additionally, sales recorded from
engineering activities in this region progressed significantly
notably due to the River Fields Development project (BP).

Sales generated from our activities in Africa/
Middle East during 2002 amounted to
 1,482.0 million,
or 33.3% of total revenues, an increase of 22.6% from reported
revenues in 2001 of
 1,209.0 million
or 34.1% of total 2001 revenues. The principal offshore
contracts contributing to sales in this region in 2002 were
Amenam (TFE) and Abo (AGIP) in Nigeria, Sable
(BLUEWATER) in South Africa, and EPS Zafiro (EXXONMOBIL) in
Equatorial Guinea. Our principal Onshore/ Downstream contracts
in this region were Nigeria train III (in the process of
being delivered) and trains IV and V which were commenced
in the first quarter of the year, Haradh

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Gas Plant and Haradh Pipe in Saudi Arabia,
Fujairah Water and Power in the UAE, and ethylene complex in
Iran, as well as the Qchem contract in Qatar which is in the
process of being delivered.


Our operations in Asia Pacific generated sales of
 445.2 million
in 2002, or 10.0% of total revenues, a decrease from
 560.0 million,
or 15.8% of total revenues in 2001. The decrease in 2002 is
principally the result of the delay in the signature and
commencement of several Onshore/ Downstream contracts. Our
principal contributors to Offshore segment sales in 2002 in this
region were the Cakerawala (CTOC) project in Malaysia, the
Lan Tay (BP) project in Vietnam and the Laminaria
Phase II (WOODSIDE) project in Australia. In the
Onshore/ Downstream segment, the principal contributors to sales
were petrochemical projects in China, Taiwan and Vietnam.

Sales generated from our activities in the
Americas increased significantly during 2002 and amounted to
 1,328.5 million,
or 29.8% of total revenues, compared to
 835.0 million,
or 23.5% of total revenues, in 2001. Sales in this region are
particularly tied to our Offshore operations in Brazil and the
Gulf of Mexico, with notably contracts for the engineering and
construction of SPAR production platforms for Vastar Horn
Mountain (BP), Gunisson (KERR MCGEE), Holstein (BP) as well
as the integrated turnkey projects Devils Tower
(WILLIAMS), Nakika (SHELL), Falcon (MARINER/ PIONEER) and Bidao
(PETROBRAS). In the Onshore/ Downstream branch, sales in 2002
reflected the substantial progress on the La Isla refinery in
Curaçao during this period, as well as the Syncrude, HDPE
and American Acryl projects in North America.



| |              
| | -------------
| | Cost of Sales

Our cost of sales was
 3,792.2 million
in 2002, compared to
 3,035.3
million in 2001. The major component was payroll, study costs,
and external costs such as equipment purchases and construction
subcontracting. The increase in our costs was principally linked
to our overall level of activity. The Onshore/ Downstream
segment and the Offshore segment each accounted for about 45.5%
of this amount
( 1,725.9 million
and
 1,715.5 million,
respectively).



| |                                                 
| | ------------------------------------------------
| | Selling, General and Administrative
    Expenses

Our selling, general and administrative expenses
during 2002 were
 312.5
million (or 7% of net sales) compared to
 149.0 million
(or 4.2% of net sales) incurred in 2001. These amounts also
include research and development costs which amounted to
 37.4 million
in 2002 compared to
 18.3 million
in 2001. The increase between the two periods is primarily due
to explained by the consolidation of Coflexip selling, general
and administrative expenses for the full year 2002 compared to
only three months in 2001.

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| |       
| | ------
| | EBITDA

The primary operating performance measure for our
business segments is earnings (loss) before accounting for
depreciation of assets, amortization of goodwill, interest, and
income taxes (EBITDA). We believe that EBITDA is useful to
investors and management to demonstrate the operational
profitability of our segments by excluding interest and taxes,
which are generally accounted for across the entire company on a
consolidated basis.

|                                          |  |                     |        |   |      |  |       |      |  |  |       |  
|----------------------------------------- |  | ------------------- | ------ | - | ---- |  | ----- | ---- |  |  | ----- | -
|EBITDA                                    |  | 2002                |        |   | 2001 |  |       | 2000 | 
|                                          |  |                     |        |   |      |  |       |      | 
|                                          |  |                    
|                                          |  | (in million of EUR) |       
| Offshore                                |  |                     | 250.1  |   |      |  | 86.3  |      |  |  | 0.1   |  
| Onshore/ Downstream                     |  |                     | 85.3   |   |      |  | 189.0 |      |  |  | 157.1 |  
| Industries                              |  |                     | 12.2   |   |      |  | 9.1   |      |  |  | 41.7  |  
| Total                                   |  |                     | 347.6  |   |      |  | 284.4 |      |  |  | 198.9 |  
|Less:                                     |  |                     |        |   |      |  |       |      |  |  |       |  
|Depreciation                              |  |                     | (143.0 | ) |      |  | (49.6 | )    |  |  | (16.3 | )
|Less:                                     |  |                     |        |   |      |  |       |      |  |  |       |  
|Amortization                              |  |                     | (117.8 | ) |      |  | (61.3 | )    |  |  | (26.7 | )
|Subtotal:                                 |  |                     |        |   |      |  |       |      |  |  |       |  
|Operating Income (corresponds to EBIT)    |  |                     | 86.8   |   |      |  | 173.5 |      |  |  | 155.9 |  
|Less:                                     |  |                     |        |   |      |  |       |      |  |  |       |  
|Interest Expense (Net of Interest Income) |  |                     | (66.9  | ) |      |  | (6.5  | )    |  |  | 5.8   |  
|Less:                                     |  |                     |        |   |      |  |       |      |  |  |       |  
|Tax Expense                               |  |                     | (46.3  | ) |      |  | (65.5 | )    |  |  | (62.3 | )
|Net Income                                |  |                     | (29.4  | ) |      |  | 108.1 |      |  |  | 214.2 |  

Our earnings before interest, tax, depreciation
and amortization (EBITDA) amounted to
 347.6 million
in 2002 compared to
 284.4 million
in 2001. The growth in EBITDA resulted from the contribution of
Coflexip as a consolidated entity for the full year 2002
(amounting to
 234.1 million
in 2002), offset in part by a reduction of nearly half in the
EBITDA contribution from Onshore/ Downstream and Industrial
activities in the same period.

Most of our depreciation charges relate to assets
in our Offshore segment. Our EBITDA also excludes amortization
of goodwill resulting from acquisitions, which in 2002 amounted
to
 117.8 million
compared to
 61.3 million
the preceding year. This significant increase is principally due
to the acquisitions of ISIS and Coflexip in simultaneous tender
offers in 2001.

In 2001 the results of the Deepwater Division
were impacted not only by the non-recurring loss of
 27.3 million
incurred on a drilling rig repair contract undertaken by
Coflexip, but also by the delay of several deep water field
development projects in the Gulf of Mexico and the relatively
low average levels of capacity utilization at its yards in
Newcastle and Corpus Christi. As a result of the reduced
expectations of future cash flows from the Deepwater Division,
Coflexip recorded an amortization charge of
 142.6 million
relating to the Deepwater Division acquisition goodwill carried
on its balance sheet. This charge did not have a negative effect
on our consolidated results for the year. Our total goodwill
resulting from acquisitions carried on our balance sheet remains
unchanged at approximately
 2.6 billion,
generating an annual amortization charge of about
 120 million.

EBITDA by segment.Below we present EBITDA and EBITDA
margins by business segment for 2002 and 2001. We have defined
segment EBITDA margins as segment EBITDA divided by segment net
sales.

Our Offshore segment generated EBITDA of
 250.1 million,
with a segment EBITDA margin of 11.8% in 2002, improved from
segment EBITDA of
 86.3 million,
with a segment EBITDA margin of 11.9% in 2001. The principal
sources of EBITDA for this segment in 2002 was the consolidation
of Coflexip for the full year for an EBITDA contribution of
 234.1 million,
or 94% of the segments EBITDA for the year. The main
driver of EBITDA in 2002 were contracts in the Europe and
Russia/ Central Asia zone.

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Our Onshore/ Downstream segment generated EBITDA
of
 85.3 million,
with a segment EBITDA margin of 4.4% in 2002, compared to
segment EBITDA income of
 189.0 million,
with a segment EBITDA margin of 8.0% in 2001, a decrease in
segment EBITDA of more than half. This substantial drop is
explained on the one hand by the completion of several major
projects on favorable terms in 2001, which allowed us to
recognize strong margins and write back project-specific risk
and technical provisions, and on the other hand by the timing of
our significant order intake in 2002 which did not in many cases
allow for substantial progress to be made during that year. As a
result, our mix of projects-in-course in 2002 was weighted in
favor of projects in the early engineering phases where we tend
not to recognize substantial margins compared to the later
phases in which equipment procurement and construction work are
taking place and project milestones are being met. See
Item 4. Information on Technip-Coflexip 
Description of Our Operations  Execution of a Turnkey
Contract.

Our Industry segment contributed EBITDA of
 12.2 million
with a segment EBITDA margin of 3.1% in 2002, as compared to
segment EBITDA of
 9.1 million
with a segment EBITDA margin of 1.9% in 2001, an increase in
segment EBITDA of 34%. A major contributing factor to the
increase in segment EBITDA and margin was the difficulty
encountered in 2001 on a turnkey contract in Senegal, compared
to strong results in 2002 driven by our RWE Niederaussem
contract in Germany, ARAMCO contract in Saudi Arabia and
Copebras contact in Brazil.

EBITDA by geographic zone.Below we present EBITDA and EBITDA
margins by geographic zone for 2002 and 2001. We have defined
EBITDA margins as EBITDA divided by segment net sales for a
given zone.

|                                          |  |                     |        |   |      |  |       |      |  |  |       |  
|----------------------------------------- |  | ------------------- | ------ | - | ---- |  | ----- | ---- |  |  | ----- | -
|EBITDA                                    |  | 2002                |        |   | 2001 |  |       | 2000 | 
|                                          |  |                     |        |   |      |  |       |      | 
|                                          |  |                    
|                                          |  | (in million of EUR) |       
| Europe and Russia/ Central Asia         |  |                     | 148.4  |   |      |  | 73.2  |      |  |  | 64.2  |  
| Africa/ Middle East                     |  |                     | 102.9  |   |      |  | 74.8  |      |  |  | 102.9 |  
| Asia Pacific                            |  |                     | 22.1   |   |      |  | 72.2  |      |  |  | 29.3  |  
| Americas                                |  |                     | 74.2   |   |      |  | 64.2  |      |  |  | 2.5   |  
| Total                                   |  |                     | 347.6  |   |      |  | 284.4 |      |  |  | 198.9 |  
|Less:                                     |  |                     |        |   |      |  |       |      |  |  |       |  
|Depreciation                              |  |                     | (143.0 | ) |      |  | (49.6 | )    |  |  | (16.3 | )
|Less:                                     |  |                     |        |   |      |  |       |      |  |  |       |  
|Amortization                              |  |                     | (117.8 | ) |      |  | (61.3 | )    |  |  | (26.7 | )
|Subtotal:                                 |  |                     |        |   |      |  |       |      |  |  |       |  
|Operating Income (corresponds to EBIT)    |  |                     | 86.8   |   |      |  | 173.5 |      |  |  | 155.9 |  
|Less:                                     |  |                     |        |   |      |  |       |      |  |  |       |  
|Interest Expense (Net of Interest Income) |  |                     | (66.9  | ) |      |  | (6.5  | )    |  |  | 5.8   |  
|Less:                                     |  |                     |        |   |      |  |       |      |  |  |       |  
|Tax Expense                               |  |                     | (46.3  | ) |      |  | (65.5 | )    |  |  | (62.3 | )
|Net Income                                |  |                     | (29.4  | ) |      |  | 108.1 |      |  |  | 214.2 |  

In Europe and Russia/ Central Asia, we generated
EBITDA of
 148.4 million
in 2002 (11.5% EBITDA margin) compared to
 73.2 million
(7.8%) in the preceding year. The increase was due to the
consolidation for the full year in 2002 of Coflexips
activities in this region, including notably in the North Sea,
compared to the consolidation for three months in 2001.

In Africa/ Middle East, we generated EBITDA of
 102.9 million
in 2002 (6.9% EBITDA margin) compared to
 74.8 million
(6.2%) in the preceding year. This increase reflects notably the
Fujairah, Haradh and Egyptian Naphta contracts in the Middle
East and our Nigeria contracts in Africa.

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In Asia Pacific, we generated EBITDA of
 22.1 million
in 2002 (5% EBITDA margin) compared to
 72.2 million
(12.9%) in the preceding year. The decrease in EBITDA and EBITDA
margin in this region reflects in large part the status of
progress on our PTA and Phu-my contracts.

In the Americas, we generated EBITDA of
 74.2 million
in 2002 (5.6% EBITDA margin) compared to
 64.2 million
(7.7%) in the preceding year. This growth in EBITDA reflects the
consolidation of Coflexip and its substantial operations in the
Gulf of Mexico and Brazil for the full year 2002 as well as our
La Isla contract in Curaçao, partly offset by the low level
of utilization of our Corpus Christi yard and operational
difficulties at a Coflexip subsidiary based in Houston.



| |                 
| | ----------------
| | Operating Income

Depreciation.Charges for depreciation of assets
during 2002 amounted to
 143.0 million,
compared to
 49.6 million
in 2001. The increase is mainly due to additional depreciation
on the assets acquired from Coflexip in October 2001. Coflexip,
and our Offshore segment generally, generate more significant
depreciation charges than our other business segments because of
their heavy capital investments in construction vessels.

Goodwill Amortization.Amortization of goodwill during 2002
amounted to
 117.8 million,
compared to
 61.3 million
in 2001. The increase is mainly due to our commencement of
amortization of goodwill relating to our acquisition of Coflexip
and Isis in October 2001, representing an annual
amortization change of
 81.9 million
in 2002 and
 20.4 million
in 2001. The remainder of the goodwill amortization in 2001
mainly results from amortization of goodwill arising from our
partial acquisition of Coflexip in 2000
( 22.4 million)
and from our acquisition of KTI and MDEU from Mannesmann in 1999
( 8.0 million).

Operating income amounted to
 86.8 million
in 2002, compared to
 173.5
million the previous year, a decrease of nearly half. The
operating margin (operating income taken as a percent of net
sales) declined to 1.9% in 2002 from 4.9% in 2001, primarily as
a result of the decline in the Offshore segment operating margin
to 0.5% and the decline in the operating margin of our other
activities to approximately 3% in 2002. Offshores
operating margins were negatively affected in 2002 by our
inability to execute contracts with CSO Deep Blue during its
extensive outfitting during that year as well as
underutilization of our construction yards. Margins in the rest
of the business reflected the large number of major contracts in
the early phases during which we do not typically recognize
strong margins.



| |                 
| | ----------------
| | Financial Result

We had a net financial loss (excluding financial
income on contract installment payments, which we record under
net sales) of
 66.9 million
in 2002 compared to
 6.5 million
in 2001. The principal factor contributing to this loss was our
higher average debt level in 2002 due primarily to the financing
of the cash portion of our acquisition of Coflexip through
borrowing in late 2001, which we in turn refinanced through the
issuance of OCEANE bonds in January 2002. In 2002 we
incurred
 27.3 million
in financial expense related to our OCEANE bonds including a
 16.9 million
as redemption premium amortization. Other factors contributing
to this net financial loss were financial expense of
 10.8 million
in connection with short-term notes, and exchange-rate related
losses of
 12.9 million
relating to Coflexip. This line item does not include financial
revenue on positive cash balances of individual contracts, which
we account for under net sales. In 2002 and 2001 financial
revenues from these sources contributed
 14.0 million
and  17.0
million, respectively, to our net sales.



| |                                                  
| | -------------------------------------------------
| | Equity in Income of Unconsolidated
    Affiliates

We had no equity in income from unconsolidated
affiliates in 2002 compared to
 15.6 million
in 2001. The change reflects principally the full consolidation
of Coflexip and the disposal of a number of non-strategic
minority holdings. The principal unconsolidated affiliates
contributing income to this item in 2001 were Coflexip with a
contribution of
 14.4 million
in 2001 and Ipedex, a subsidiary which provides maintenance and
operations for oil and gas companies. Coflexip was accounted for
under the equity method from April 2000 until
September 30, 2001. In the beginning of October 1,
2001 we consolidated its operations following the successful
completion of the Coflexip and ISIS exchange offers. We sold our
46% interest in Ipedex in a management buy-out in 2002.

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| |                            
| | ---------------------------
| | Non-operating Income (loss)

We recorded a non-operating loss of
 6.9 million
in 2002 compared to a non-operating loss in 2001 of
 6.6 million.
In 2001 our non-operating loss was primarily the result of the
dilution of our interest in Coflexip prior to the business
combination as well as restructuring charges related to EHR GmbH
and other expenses. Coflexip did not contribute to our
non-operating loss of 2001. The non-operating loss in 2002 was
primarily derived from restructuring costs of
 7.0 million
and exceptional losses of
 8.7 million
related to non recurring losses occurred on former contracts,
offset by
 6.2 million
in tax credits awarded by the Italian tax authorities and gains
on asset sales of
 5.6
million related to our disposal of shares of Ipedex and Rintekno.



| |           
| | ----------
| | Income Tax

Our income tax for 2002 amounted to
 46.3 million,
compared to
 65.5
million in 2001. Compared to the generally applicable French
corporate income tax rate of 35.43% for 2002 and 36.66% for
2001, our effective income tax rate amounted to 33.53% in 2002
and 30.36% in 2001.



| |                   
| | ------------------
| | Minority Interests

Minority interests in our earnings amounted to
 3.9 million
in 2002 compared to
 2.4 million
in 2001. Minority interests in 2002 were principally
attributable to our Indian subsidiary SEAMEC.



| |                  
| | -----------------
| | Net Income (loss)

Our consolidated net loss for 2002 was
 29.4 million,
compared to net income of
 108.1 million
in 2001.

Net income before non-operating items and
amortization of goodwill upon acquisition represents a profit of
 95.3 million
in 2002 compared to a profit of
 176.0 million
in 2001, or a decrease of 45.9%. On this basis, earning before
non-operating items and goodwill amortization per diluted share
in 2002 amounted to
 3.91 in
2002 compared to
 6.93 in
2001. The diluted per share results in 2002 are affected by the
issuance of exchangeable/convertible bonds (OCEANE) in
January 2002. The calculation of diluted per share
information assumes the write-back of reserves for reimbursement
and financial costs. 2002 diluted per share information does not
take into account options in our 2003 plan which were not
attributed at December 31, 2002.

Technip-Coflexip Results of Operations for the
Year Ended December 31, 2001 Compared to the
Year Ended December 31, 2000



| |          
| | ---------
| | Net Sales

Our consolidated net sales for 2001 were
 3,546.0 million.
This was an increase of 19.3% from net sales in 2000 of
 2,972.0 million
and is largely due to our acquisition of Coflexip, the results
of which have been consolidated since October 1, 2001.
Coflexip contributed
 495.0 million
of consolidated net sales for 2001. This moderate growth
reflects the slowdown in order intake which took place these
past two years, where we continued, in a highly competitive
market, to focus on expected contract margins rather than
volume. In addition to the Coflexip acquisition, the largest
contributors to net sales in 2001, as a result of the size and
state of progress on these contracts, were Q-CHEM (Quatar),
Nigeria Train III (Nigeria), Sincor (Venezuela) and La Isla
(Curaçao).

Backlog.Backlog, an
unaudited measure resulting from firm orders received during the
year and previous years, less progress on contracts underway,
was
 4,926 million
at December 31, 2001, compared with
 3,410
million at December 31, 2000, or the aggregate
 4,770 million
in backlog recorded at the same date by the entities making up
the new group (of which approximately
 3,410 million
was attributable to Technip,
 931 million
was attributable to Coflexip and
 429 million
was attributable to the Deepwater Division).

During 2001, there was noticeable backlog growth
in the Americas, principally in the offshore sector, with this
region representing 33.8% of total group backlog at
December 31, 2001. Coflexip (including the Deepwater
Division) contributed
 1,887.0 million
of our total backlog at December 31, 2001 of which more
than half was in

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the Americas with the remainder principally in
Europe and Russia/ Central Asia. Approximately 34% of our
backlog was for contracts in Africa/ Middle East at the same
date.


Broken down by business segment, at
December 31, 2001, approximately 43.4% of our backlog was
in the Offshore sector, 50.7% was in the Onshore/ Downstream
sector and the remainder was in our Industries sector. Contract
intake in 2001 was driven in the Offshore sector principally by
our Deepwater Divisions provision of deepwater floating
platforms in the Gulf of Mexico and contracts for shallow water
platforms in Iran and Azerbaijan. In the Onshore/ Downstream
sector, backlog was driven principally by a $400 million
ammonium/urea complex in Vietnam and in gas projects valued at
approximately one billion euro in the Arabian Peninsula as well
as new polyolefin projects. Backlog in the Industries sector was
driven by a $100 million fertilizer plant in Brazil, a
nickel/ cobalt production complex in New Caledonia, engineering
and project management services for the Airbus A380
assembly plant in France as well as the design and construction
of electric plants in Germany and Saudi Arabia.

Backlog at December 31, 2001 does not
include the order intake of two very large contracts for
ethylene complexes in Iran (onshore/ downstream segment) for
which financing has not yet been confirmed by the client. As a
result, our order intake not yet booked as backlog as of
December 31, 2001, amounted to approximately
 1.5 billion,
compared to approximately
 0.7 billion
at December 31, 2000, and
 0.8 billion
at December 31, 1999.

Net sales by segment.Our Offshore segment accounted for
 722.0 million,
or 20.4% of total revenues in 2001, compared to
 130.0 million
or 4.4% in 2000, a dramatic increase in net sales mainly
attributable to our consolidation of Coflexip as of
October 1, 2001. We account for substantially all revenues
contributed by Coflexip in our Offshore segment. Other factors
contributing to sales in this segment were increased SURF and
Spar activities in North America and South America as well as
sustained activity in the North Sea. Contributing to the level
of SURF activity in the fourth quarter was the commissioning of
our CSO Deep Bluepipe-laying vessel, which was active on
deepwater projects (1,100 meters) in the Gulf of Mexico.
Coflexip contributed
 495.0 million
in the fourth quarter, or 68.6% of our total annual Offshore
segment revenues in 2001. Major contributors to this growth were
the delivery and start-up of the Elgin Franklin TPG 500 platform
in the North Sea, two important contracts in Nigeria and
significant progress on the Cakerawala field in the territorial
waters of Malaysia and Thailand as well as sustained North Sea
activities.

Our Onshore/ Downstream segment, which is
comprised of activities related to production, refining and
petrochemicals, accounted for
 2,352.0 million,
or 66.3% of total revenues in 2001, compared to
 2,290.9 million
or 77.1% in 2000, an increase in net sales of 2.7%. In 2001,
important contributors to this segment were Q-Chem (Qatar),
Nigeria Train III (Nigeria) and La Isla (Curaçao), the
Midor refinery in Egypt, the OGD2 gas treatment installations in
Abu Dhabi, the coke calcination plant in Bahrain and the
Sincor complex in Venezuela.

Our Industry segment contributed sales of
 472 million,
or 13.3% of total revenues in 2001 as compared to
 551.1 million,
or 18.5% of total revenues, in 2000, a decrease in net sales of
14.4%. This decrease reflects the completion in 2000 of two
large turnkey contracts.

Net sales by geographic area.During 2001, our operations in Europe
and Russia/ Central Asia generated
 942.0 million
in sales, or 26.6% of total revenues, compared to
 717.7 million,
or 24.1% of total revenues in 2000, an increase of 31.4%,
reflecting primarily the consolidation of Coflexips North
Sea and other European revenues in the last quarter of 2001.
Coflexip operations in Europe and Russia/ Central Asia generated
 230 million
in sales or 24.4% of our total revenues from Europe in 2001. The
principal contributors to sales in this region in 2001 were
Blake (BRITISH GAS), Nugget ABB, Elgin Franklin (ETPM and
TotalFinaElf), Ringhorne (ESSO), RWE Powerplant in Germany, DOW
Chemicals in the Netherlands, Lube Oil in Turkmenistan, Shah
Deniz in Azerbaïdjan as well as increased sales of
umbilicals in the North Sea.

Sales generated from our activities in Africa/
Middle East during 2001 amounted to
 1,209.0 million,
or 34.1% of total revenues, a decrease of 16.5% from reported
revenues in 2000 of
 1,448.3 million
or 48.7% of total 2000 revenues. This decrease is a result of
the completion of major projects in Egypt and Nigeria which
resulted in substantial revenues in 2000. Coflexip operations in
Africa/ Middle East were not material in 2001.

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The principal contracts contributing to our sales
in this region in 2001 were Kuito 1 E (CABGOC),
Nigeria Train III, Q-CHEM in Quatar, Haradh in Saudi Arabia
and MIDOR in Egypt.


Our operations in Asia Pacific generated sales of
 560.0 million
in 2001, or 15.8% of total revenues, up from
 352.2 million,
or 11.9% of total revenues in 2000, an increase of 59.0%, due to
progress on the Legendre (WOODSIDE) and Bonkot
(PTT) contracts, the CTOC and OPTIMAL contracts in
Malaysia, and the PTA CAPCO contract in Taiwan. Coflexip
operations in the Asia Pacific generated
 32.0 million
in sales in the fourth quarter or 5.7% of our total annual
revenues generated in Asia Pacific region in 2001.

Sales generated from our activities in the
Americas increased significantly during 2001 and amounted to
 835.0 million,
or 23.5% of total revenues, compared to revenues in 2000 of
 454.5 million.
The principal contracts contributing to our sales in this region
in 2001 were Banjo/ Seahawk (WILLIAMS), Nile (BP), American
Accryl and HDPE Chevron in the United States, La Isla in
Curaçao, and COPEBRAS in Brazil. Coflexip operations in the
Americas generated
 223.0 million
in sales in the fourth quarter or 26.7% of our total annual
revenues from the Americas in 2001, mainly from SURF projects in
the Gulf of Mexico and Brazil.



| |              
| | -------------
| | Cost of Sales

Our cost of sales was
 3,094.3 million
in 2001, compared to
 2,680.8 million
in 2000. Coflexip contributed cost of sales in 2001 of
 391.1 million
in the fourth quarter or 12.7% of our total annual cost of
sales. The major component was payroll, study costs, and
external costs such as equipment purchases and construction
subcontracting. The increase in our costs was principally linked
to our overall level of activity.



| |                                                 
| | ------------------------------------------------
| | Selling, General and Administrative
    Expenses

Our selling, general and administrative expenses
during 2001 were
 149.0 million
compared to
 85.1 million
incurred in 2000. The increase between the two periods is in
part explained by the consolidation of approximately
 37.3 million
in Coflexip selling, general and administrative expenses in the
fourth quarter. The principal factors accounting for this
increase were our consolidation of Coflexip and expenditures on
computer systems and other production tools.



| |                                      
| | -------------------------------------
| | Research and Development
    Expenses

Our research and development expenses amounted to
 18.3 million
in 2001, compared to
 7.2 million
in 2000. Most of our technology is licensed and applied to a
particular product; therefore it is not accounted for as a
research and development expense. The principal factors
accounting for the increase in internally financed research and
development expenditures is our investment in e-procurement and
other information technology, as well as Coflexips
contribution of
 5.0 million
in expenses in the fourth quarter.



| |                            
| | ---------------------------
| | EBITDA and Operating Income

Our earnings before interest, tax, depreciation
and amortization (commonly referred to by the acronym EBITDA)
amounted to
 284.4 million
in 2001 compared to
 198.9 million
in 2000. The growth in EBITDA resulted both from Coflexips
contribution of
 61.6 million
to our EBITDA in the fourth quarter of 2001 and to a 12.1%
increase in our EBITDA before Coflexips contribution to
 223.0 million.
For a table setting out how the EBITDA financial measures set
out below relate to our audited financial information, see the
table in  Technip-Coflexip Results of
Operations for the Year Ended December 31, 2002, Compared
to the Year Ended December 31, 2001 
EBITDA, above.

Operating income amounted to
 173.5 million
in 2001, compared to
 155.9 million
the previous year, an increase of 11.3%. The operating margin
(operating income taken as a percent of net sales) declined to
4.9% in 2001 from 5.2% in 2000, primarily as a result of the
non-recurring change described below. Coflexip contributed
operating income for the fourth quarter of 2001 amounting to
 27.3 million
or 15.7% of our total annual operating income for 2001.

Our operating income compared to EBITDA reflects
depreciation charges of
 49.6 million
in 2001 compared to approximately
 16.3 million
in 2000, principally as a result of our consolidation of
Coflexips more

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capital-intensive operations starting on
October 1, 2001. Most of our depreciation charges relate to
assets in our Offshore segment. Our EBITDA also excludes
amortization of goodwill resulting from acquisitions, which in
2001 amounted to
 61.3 million
compared to
 26.7 million
the preceding year. This significant increase is principally due
to the acquisitions of ISIS and Coflexip in simultaneous tender
offers in 2001.


In 2001 the results of the Deepwater Division
were impacted not only by the non-recurring loss of
 27.3 million
incurred on a drilling rig repair contract undertaken by
Coflexip, but also by the delay of several deep water field
development projects in the Gulf of Mexico and the relatively
low average levels of capacity utilization at its yards in
Newcastle and Corpus Christi. As a result of the reduced
expectations of future cash flows from the Deepwater Division,
Coflexip recorded an amortization charge of
 142.6 million
relating to the Deepwater Division acquisition goodwill carried
on its balance sheet. This charge did not have a negative effect
on our consolidated results for the year. Our total goodwill
resulting from acquisitions carried on our balance sheet remains
unchanged at approximately
 2.6 billion,
generating an annual amortization charge of about
 120 million.

EBITDA by segment.Below we present EBITDA and EBITDA
margins by business segment for 2001 and 2000. We have defined
segment EBITDA margins as segment EBITDA divided by segment net
sales. We generated an immaterial amount of operating income and
EBITDA from outside these segments in both 2001 and 2000.

Our Offshore segment generated EBITDA of
 86.3 million,
with a segment EBITDA margin of 11.9% in 2001, improved from
segment EBITDA of
 0.1 million,
with a segment EBITDA margin of 0.1% in 2000. Coflexip
contributed EBITDA for 2001 amounting to
 61.6 million
or 71.4% of our Offshore segment EBITDA for the year. The
principal sources of EBITDA for this segment in 2001 were our
CTOC contract in Malaysia and our AMENAM contract in Nigeria.
The increase in segment EBITDA margin is explained by the strong
contributions of these two contracts.

Our Onshore/ Downstream segment generated EBITDA
of
 189.0 million,
with a segment EBITDA margin of 8.0% in 2001, compared to
segment EBITDA income of
 157.1 million,
with a segment EBITDA margin of 6.9% in 2000, an increase in
segment EBITDA of 20.4%. The increase in EBITDA was attributable
to the significant progress made on La Isla in Curaçao,
MIDOR in Egypt, Optimal and PETLIN in Malaysia, Alba in Bahrain
et LNG in Nigeria, as well as the completion under favorable
conditions of our contracts in Venezuela.

Our Industry segment contributed EBITDA of
 9.1 million
with a segment EBITDA margin of 1.9% in 2001, as compared to
segment EBITDA of
 41.7 million
with a segment EBITDA margin of 7.6% in 2000, a decrease in
segment EBITDA of 78.2%. A major contributing factor to the
decrease in segment EBITDA and margin was the difficulty
encountered on a turnkey contract in Senegal.

EBITDA by geographic zone.Below we present EBITDA and EBITDA
margins by geographic zone for 2001 and 2000. We have defined
EBITDA margins as EBITDA divided by segment net sales for a
given zone.

In Europe and Russia/ Central Asia, we generated
EBITDA of
 73.2 million
in 2001 (7.8% EBITDA margin) compared to
 64.2 million
(9.0%) in the preceding year. The reduced margins on increased
activity resulted from a relatively smaller contribution from
turnkey contracts in this region in 2001.

In Africa/ Middle East, we generated EBITDA of
 74.8 million
in 2001 (6.2% EBITDA margin) compared to
 102.9 million
(7.1%) in the preceding year.

In Asia Pacific, we generated EBITDA of
 72.2 million
in 2001 (12.9% EBITDA margin) compared to
 29.3 million
(8.3%) in the preceding year. The increase in EBITDA and EBITDA
margin in this region results from both the sustained demand for
our services and the collection of early completion bonuses
under certain contracts in this region.

In the Americas, we generated EBITDA of
 64.2 million
in 2001 (7.7% EBITDA margin) compared to
 2.5 million
(0.6%) in the preceding year.

This strong improvement results from the
satisfactory progress in 2001 on a contract for which we had
taken provisions in 2000 as well as completion of several other
projects, notably La Isla in Curaçao.

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| |                      
| | ---------------------
| | Goodwill Amortization

Amortization of goodwill during 2001 amounted to
 61.3 million,
compared to
 26.7 million
in 2000. The increase is mainly due to our commencement of
amortization of goodwill generated by our acquisition of
Coflexip and Isis in October 2001 generating an annual
amortization change of
 81.9 million.
We recorded
 20.4 million
in 2001, reflecting an amortization of this intangible asset
starting in October 2001. The remainder of the goodwill
amortization in 2001 mainly results from amortization of
goodwill arising from our partial acquisition of Coflexip in
2000 for
 22.4 million
and from our acquisition of KTI and MDEU from Mannesmann in 1999
for
 8.0 million.



| |                                                                    
| | -------------------------------------------------------------------
| | Financial Result, excluding financial
    income on contracts (net)

We had a net financial loss (excluding financial
income on contracts, which we record under net sales) of
 6.5 million
in 2001, compared to net financial income of
 5.8 million
in 2000. Coflexip contributed
 2.4 million
to our net financial income in 2001. The principal factor
contributing to this decrease was our higher average debt level
in 2001 due primarily to the financing of the cash portion of
our acquisition of Coflexip through debt. Interest expenses on
this acquisition financing amounted to
 9.6
million for the period. Other factors contributing to this net
financial loss was the consolidation of negative net financial
income from Coflexip and ISIS in the fourth quarter amounting to
losses of
 2.4 million
and
 1.2 million,
respectively. This line item does not include financial revenue
on positive cash balances of individual contracts, which we
account for under net sales. In 2001 and 2000 financial revenues
from these sources contributed
 17.0 million
and
 25.0 million,
respectively, to our net sales.



| |                                                  
| | -------------------------------------------------
| | Equity in Income of Unconsolidated
    Affiliates

Our equity in income of unconsolidated affiliates
amounted to
 15.6
million in 2001, compared to
 22.1 million
in 2000. The principal unconsolidated affiliates contributing
income to this item in 2001 were Coflexip with a contribution of
 14.4 million
in 2001 and Ipedex, a subsidiary which provides maintenance and
operations for oil and gas companies. Coflexip was accounted for
under the equity method from April 2000 until
September 30, 2001. Beginning October 1, 2001 we
consolidated its operations following the successful completion
of the Coflexip and ISIS exchange offers. In June 2002, we
sold our 46% interest in Ipedex for
 6.9 million
euro in a management buy-out.



| |                            
| | ---------------------------
| | Non-operating Income (loss)

We incurred a non-operating loss in 2001 of
 6.6 million
compared to a non-operating income of
 93.9 million
in 2000. In 2001 our non-operating loss was primarily the result
of the dilution of our interest in Coflexip prior to the
business combination as well as restructuring charges related to
EHR GmbH and other expenses. Coflexip did not contribute to our
non-operating loss of 2001. Non-operating income in 2000 was
primarily derived from capital gains on our sale of Cogema
shares
( 69.9 million)
and our 29.7% interest in the capital gains on Coflexips
sale of its Cal Dive shares in September 2000
( 39.0 million).



| |           
| | ----------
| | Income Tax

Our income tax for 2001 amounted to
 65.5 million,
compared to
 62.3
million in 2000. Compared to the generally applicable French
corporate income tax rate of 36.23% for 2001 and 36.66% for
2000, our effective income tax rate in 2001 amounted to 30.31%,
and 37.22% in 2000.



| |                   
| | ------------------
| | Minority Interests

Minority interests in our earnings amounted to
 2.4 million
in 2001, compared to
 1.2 million
in 2000. This difference is not significant compared to the
overall amounts included during these years.

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| |           
| | ----------
| | Net Income

Our consolidated net income for 2001 was
 108.1 million,
a decrease of 49.5% compared to net income of
 214.2 million
in 2000. Excluding non-operating income and goodwill
amortization, earnings amounted to
 176.0
million in 2001 and
 147.0 million
in 2000, an increase of 19.7%. Non-recurring items in 2000
included significant one-time gains on disposals.

Our net income before non-recurring items and
amortization of goodwill per share on a fully diluted basis was
 6.93 in
2001 compared to fully diluted net income before non-recurring
items and amortization of goodwill per share of
 8.82 in
2000, representing a decrease of 21.4%. Diluted net income
before non-recurring items and amortization of goodwill per
share has been calculated on the basis of net income before
non-recurring items and amortization of goodwill divided by the
number of common shares outstanding as of each year end,
including outstanding options to subscribe to new shares granted
to employees. Per share statistics in 2001 reflect our issuance
of approximately 10 million new Technip-Coflexip shares in
October 2001 in consideration for the Coflexip and ISIS
shares tendered to us in the simultaneous exchange offers we
conducted on these companies.

Technip-Coflexip Cash Flows



| |                      
| | ---------------------
| | 2002 compared to 2001

Cash flow from operating activities.We recorded positive cash flow from
operating activities of
 432.8 million
in 2002 compared to positive cash flow from operating activities
in 2001 of
 112.0 million.

Operating cash flow before changes in working
capital requirements was
 239.9 million
in 2002, compared to
 213.2 million
in 2001. In 2002, amortization and depreciation of tangible and
intangible assets (including goodwill) totaled
 260.8 million,
compared to
 110.9 million
in 2001. The increase in amortization and depreciation is mainly
due to the increased amortization of tangible assets (pipelaying
vessels, plants and facilities) in the fourth quarter of 2001
and full year 2002 due to the full consolidation of Coflexip
after the takeover bid, and to a lesser extent due to increased
amortization of goodwill resulting from acquisitions.
Additionally, amortization of the reimbursement premium related
to the OCEANE bonds amounted to
 16.9 million
in 2002.

Cash flow from operating activities deducts
income of equity affiliates (net of dividends) from net income,
which was zero in 2002 compared to a deduction of
 (7.5) million
in 2001. The change in 2002 is almost entirely due to the full
consolidation of Coflexip in 2002 versus equity method for the
first three quarters in 2001. Cash flow from operating
activities also deducts gain on disposal of fixed and financial
assets, which was
 10.7 million
in 2002 and
 2.8 million
in 2001. The principal source of gain upon disposal in 2002 was
the sale of shares in Ipedex and Rintekno.

Changes in working capital requirements had a
positive impact of
 192.9
million in 2002 compared to a negative impact of
 (101.2)
million in 2001. This is due to significant progress payments on
starting contracts.

Cash flow from investing activities.Net cash from investing activities was
 18.7 million
in 2002 compared to
 (660.3) million
used in 2001. Total capital expenditures on intangible assets,
property, plant and equipment, and cash paid for acquired
businesses were
 1,106.9 million
in 2001, compared to
 126.2 million
in 2002. The significant item in 2001 was the acquisition of
5,000,000 shares of Coflexip for cash in October 2001
(total consideration of
 1,040 million
and related expenses of
 45 million)
in the context of the business combination.

Proceeds from the disposal of fixed assets and
investments amounted to
 143.2 million
in 2002 compared to
 213.8 million
in 2001. Proceeds were in 2002 derived mainly from the disposal
of Coflexips former headquarter facilities, the sale of
the Well Operations activities and the disposal of our shares of
Novasep as part of the ISIS merger. The principal contribution
in 2001 was the sale of substantially all of ISISs assets
(other than shares of Coflexip, Compagnie Générale de
Géophysique and us) to IFP for total consideration of
 205 million
subsequent to our acquisition of ISIS in October 2001
through an exchange offer conducted in the context of the
business combination.

Cash increase from changes in scope of
consolidation represents the cash balances of companies acquired
or disposed of, measured as of the date of acquisition or
disposal and was
 1.7 million
in 2002 and
 232.8 million

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##### Table of Contents



in 2001. These amounts in 2001 represented cash
acquired through the business combination in the amount of
 241.5 million,
partially offset by
 (12.3)
million deconsolidated upon our disposal of our subsidiary
Chemoprojekt.


Cash flow from financing activities.Net cash used in financing activities
totaled
 (436.1) million
in 2002 compared to
 763.4
million provided by financing activities in 2001. In 2002, this
amount related primarily to the reimbursement of
 944 million
of the financing in Coflexip acquisition partially offset by our
OCEANE bond issue which provided cash of
 793.5 million.
Other financing activities using cash in 2002 were our payment
of a dividend amounting to
 79.7 million
and
 45.7 million
in share buy backs.



| |                      
| | ---------------------
| | 2001 compared to 2000

Cash flow from operating activities.We recorded positive cash flow from
operating activities in 2001 of
 112.0 million,
compared to negative cash flow from operating activities of
 (186.6)
million in 2000.

Operating cash flow before changes in working
capital requirements was
 213.2 million
in 2001, compared to
 116.1 million
in 2000. In 2001, amortization and depreciation of tangible and
intangible assets (including goodwill) totaled
 110.9 million,
compared to
 43.0 million
in 2000. The increase in amortization and depreciation is mainly
due to the increased amortization of tangible assets (pipelaying
vessels, plants and facilities) in the fourth quarter due to the
full consolidation of Coflexip after the takeover bid, and to a
lesser extent due to increased amortization of goodwill
resulting from acquisitions.

Cash flow from operating activities deducts
income of equity affiliates (net of dividends) from net income,
a deduction of
 7.5 million
in 2001 compared to a deduction of
 61.1 million
in 2000. The decrease in 2001 is almost entirely due to the
reduced net earnings of Coflexip during the first three quarters
of 2001 (the period for which we accounted for Coflexip using
the equity method) compared to the prior year, where earnings
benefited from a one-time gain upon sale of Coflexips
interest in CalDive. Cash flow from operating activities also
deducts gains on disposal of fixed and financial assets, which
was
 2.8 million
in 2001, compared to
 82.4 million
in 2000. The principal of gain from disposals in 2000 was our
sale of our interest in Cogema.

Changes in working capital requirements had a
negative impact of
 (101.2)
million in 2001 compared to a negative impact of
 (302.7)
million in 2000.

Cash flow from investing activities.Net cash used in investing activities
was
 660.3 million
in 2001, compared to
 419.8 million
in 2000. Total capital expenditures on intangible assets,
property, plant and equipment, and cash paid for acquired
businesses were
 1,106.9 million
in 2001, compared to
 702.2 million
in 2000. The significant item in 2001 was the acquisition of
5,000,000 shares of Coflexip for cash in October 2001
(total consideration of
 1,040 million
and related expenses of
 40 million)
in the context of the takeover bid.

Proceeds from the disposal of fixed assets and
investments amounted to
 213.8 million
in 2001 compared to
 176.3 million
in 2000. The principle contribution in 2001 was the sale of
substantially all of ISISs assets (other than shares of
Coflexip, Compagnie Générale de Géophysique and
Technip) to IFP for total consideration of
 205 million
subsequent to our acquisition of ISIS in October 2001
through an exchange offer conducted in the context of the
business combination.

Cash increase from changes in scope of
consolidation represents the cash balances of companies acquired
or disposed of, measured as of the date of acquisition or
disposal and was
 232.8 million
in 2001 and
 42.8 million
in 2000. These amounts represented cash acquired through the
business combination in the amount of
 241.5 million,
partially offset by
 12.3 million
deconsolidated upon our disposal of our subsidiary Chemoprojekt.

Cash flow from financing activities.Net cash provided by financing
activities totaled
 763.4 million
in 2001 compared to
 126.0 million
used in financing activities in 2000. This change mainly
resulted from our financing of the purchase of 5,000,000
Coflexip shares in the business combination through a credit
facility initially drawn in the amount of
 1,030 million.
At December 31, 2001, the amount drawn under this facility
was
 944 million.

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Other cash used in financing activities resulted
from our payment of a dividend in the aggregate amount of
 50.9 million
based on 2000 operating results.

Technip-Coflexip Liquidity and Capital
Resources

We estimate capital expenditures for our fiscal
year 2003 will approximate
 122 million.
Our budgeted investments will be principally
 100 million
to 105 million in the Offshore Segment. Capital expenditures
amounted to
 125.8
million in 2002, compared to a budgeted
 140 million
for the year.

We define our working capital requirements as
indicated in the table below. Our definition of working capital
requirement may not be comparable to the definition of working
capital requirement employed by other companies.

|                                        |  |                      |          |   |      |  |          |      |  |  |          |  
|--------------------------------------- |  | -------------------- | -------- | - | ---- |  | -------- | ---- |  |  | -------- | -
|                                        |  |                     
|                                        |  | December 31,         |         
|                                        |  |                      |         
|                                        |  | 2002                 |          |   | 2001 |  |          | 2000 | 
|                                        |  |                      |          |   |      |  |          |      | 
|                                        |  |                     
|                                        |  | (In millions of EUR) |         
|Contracts-in-progress                   |  |                      | 4,896.2  |   |      |  | 6,313.6  |      |  |  | 4,718.0  |  
|Inventories and Deferred bid costs, net |  |                      | 80.8     |   |      |  | 111.9    |      |  |  | 7.1      |  
|Advances to suppliers                   |  |                      | 122.5    |   |      |  | 98.0     |      |  |  | 108.4    |  
|Accounts and notes receivables, net     |  |                      | 725.6    |   |      |  | 605.9    |      |  |  | 289.3    |  
|Other current assets, net               |  |                      | 521.6    |   |      |  | 418.1    |      |  |  | 170.0    |  
|Less:                                   |  |                      |          |   |      |  |          |      |  |  |          |  
|Retirement indemnities                  |  |                      | (86.3    | ) |      |  | (80.1    | )    |  |  | (65.8    | )
|Accrued liabilities                     |  |                      | (242.5   | ) |      |  | (257.5   | )    |  |  | (167.3   | )
|Progress payments on contracts          |  |                      | (5,420.2 | ) |      |  | (6,472.5 | )    |  |  | (4,896.1 | )
|Accounts and notes payable              |  |                      | (720.8   | ) |      |  | (770.8   | )    |  |  | (562.9   | )
|Other creditors                         |  |                      | (756.1   | ) |      |  | (662.3   | )    |  |  | (248.7   | )
|                                        |  |                      |          |   |      |  |          |      | 
|Working capital requirements            |  |                      | (879.2   | ) |      |  | (695.7   | )    |  |  | (648.0   | )
|                                        |  |                      |          |   |      |  |          |      | 

Our working capital requirement at
December 31, 2002 was
 (879.2)
million, compared with
 (695.7)
million at December 31, 2001 and
 (648.0) at
December 31, 2000. The increase in working capital
requirements from 2000 to 2002 was primarily due to increased
overall activity levels and resulting operating cash flows. Our
capital expenditures and cash paid for acquired businesses for
2002 were
 126.2 million,
compared with
 1,106.9 million
in 2001 and
 702.2 million
in 2000. The increase in 2001 was primarily due to the cash
payment to Coflexip shareholders in the tender offer. In 2002
disposals of
 143.2 million
helped to offset expenditures and concerned principally Coflexip
assets (Wellops, MacNulty and former headquarters).

Net cash flow from operating activities was
 432.8 million
in 2002 and
 112.0 million
in 2001 compared to
 (186.6)
million used by operating activities in 2000. See
 Cash Flows above. In recent years, our
cash flow before changes in working capital requirements has
been substantially positive and has generally provided us with
the ability to fund growth internally. Our cash and cash
equivalents declined by
 (22.3) million
to
 741.1 million
at the end of 2002 from
 763.4 million
at the end of 2001 and
 563.0 million
at the end of 2000. See  Technip-Coflexip Cash
Flow, above. Our cash on hand and access to other sources
of funds is sufficient to meet our anticipated operating and
capital expenditure requirements.

Contracts-in-progress, which represents the
aggregate value of all our work-to-date recorded under current
contracts (including turnkey and cost plus service contracts)
and includes all invoiced equipment, supply and labor costs as
well as a share of the estimated final contract margin,
decreased to
 4,896.2 million
at December 31, 2002 from
 6,313.6 million
at December 31, 2001, but slightly higher than the
 4,718.0 million
recorded at December 31, 2000.

Contracts-in-progress are valued at cost and
include mainly turnkey or similar contracts. These contracts are
funded by partial payments invoiced to the customers. At
December 31, 2002, progress payments received on ongoing
projects amounted to
 5,420.2 million
compared to
 6,472.5 million
at December 31, 2001 and
 4,896.1 million
at December 31, 2000.

65



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##### Table of Contents



Our inventories and deferred bid costs at
December 31, 2002 amounted to
 80.8 million
compared to
 111.9 million
at December 31, 2001 and
 7.1 million
at December 31, 2000. Inventories and deferred bid costs
reflect principally
( 71.5 million
in 2002) the flexible piping and other manufacturing activities
of Coflexip in our Offshore segment. The increase in 2001
reflects the consolidation of Coflexips inventory
( 102.9 million).
Other changes are primarily related to activity levels in these
business lines.

Shareholders equity at December 31,
2002, before distribution of dividends related to the profit for
the year was
 2,026.3 million,
compared to
 2,214.2 million
at December 31, 2001. In total, our management believes
that shareholders equity is adequate to finance our fixed
assets and provides a sound financial basis for the group.

Our total provisions amounted to
 328.8 million
at December 31, 2002,
 338.6 million
at December 31, 2001 and
 233.1 million
at December 31, 2000, and provide coverage for contract
risks, risks associated with litigation, pension costs and
general business risks.

At December 31, 2002, the Group has unused
and confirmed multicurrency credit lines of approximately
 1,015 million.
Approximately
 602 million
of this amount is available beyond 2003. At year end 2002, we
had outstanding commercial paper (1 to 3 month maturity) in
a principal amount of
 276 million
under a program registered with the Banque de France and
authorized in a maximum amount of
 400 million.
We believe that these, together with cash on hand and marketable
securities, provide us with adequate operating liquidity.

At December 31, 2002, our non-current assets
amounted to
 3,518.2 million,
including fixed assets of
 861.1 million
consisting principally of our construction fleet
( 429.4 million)
and property used for office space and production. At
December 31, 2001, non-current assets amounted to
 3,806.9 million.
Our fixed assets amounted to
 982.3 million
at that date and consisted principally of our construction fleet
( 499.7 million)
and property used for office space and production. See
Item 4. Information about
Technip-Coflexip  Property, Plant and Equipment.

At December 31, 2002 our total financial
debt amounted to
 1,247.1 million,
of which the current portion totaled
 297.0 million.
This financial debt amount does not include
 90.4 million
in reserves for the redemption premium of our convertible bonds
described below. The current portion of our financial debt is
composed of
 276 million
of commercial paper, the current portion long-term debt for
 13.1 million,
and
 7.9 million
in overdrafts and short-term lines of credit. Our long term
financial debt reflects the refinanced portion of significant
financial debt that we incurred in connection with the Coflexip
exchange offer and the ISIS exchange offer
U.S.$ 174 million in debt incurred in connection with
the acquisition of the Deepwater Division, as well as a
U.S.$ 13.7 million loan taken out in connection with
the Sunrise project. In the first quarter of 2002, we reimbursed
 778.9 million
of the principal amount of the acquisition financing using the
net proceeds of bonds convertible into new shares and/or
exchangeable for existing shares. The exchangeable/ convertible
bonds were in an issued principal amount of
 793.5
million with a 1% coupon and a 3.25% yield to maturity on
January 1, 2007 assuming no conversion or exchange. For
additional information regarding these bonds please see
Note 22(a) to our consolidated financial statements
included at Item 18 of this report and the
documentation relating to the bonds filed as Exhibit 10.1
to this report. Approximately 85% of our long-term debt is
denominated in euro, with the remainder principally in
U.S. dollars.

At December 31, 2001, our financial debt
amounted to
 1,638.9 million,
of which
 456.7 million
was short-term borrowings to optimize our treasury management.
 184.5 million
of these short-term borrowings were in the form of a revolving
program of commercial paper having a maturity of less than three
months. An additional
 222.5 million
consisted of the current portion of long term debt incurred in
various of our past acquisitions. Refundable advances
represented substantially all of our remaining financial debt at
that date. Most of our financial debt at this date was
denominated in euro or in euro-zone currencies, although
approximately 26.4% of our financial debt was denominated in
U.S. dollars reflecting Coflexips financing of the
acquisition of the Deepwater Division from Aker Maritime. The
non-current portion of our long-term debt totaled
 1,182.2 million
as of December 31, 2001.

At December 31, 2000 our total financial
debt amounted to
 196.0 million,
of which the non-current portion of our long-term debt totaled
 4.8 million.
Substantially all of our financial debt at this date was
denominated in euro or euro-zone currencies.

66



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A review of our debt and equity should also
consider contractual obligations and commitments other than
those reflected directly on our balance sheet. These amounts
together with our balance sheet debt are summarized as of
December 31, 2002, in the table below.

|                        |  |                 |       |                 |      |  |      |           |  |  |            |  |  |  |      | 
|----------------------- |  | --------------- | ----- | --------------- | ---- |  | ---- | --------- |  |  | ---------- |  |  |  | ---- | 
|                        |  |                 |       |                
|                        |  |                 |       | Payments due in |     
|                        |  | Balance as of   |       |                 |      | 
|Contractual obligations |  | year end 2002   |       |                 | 2003 |  |      | 2004-2006 |  |  | After 2006 | 
|                        |  |                 |       |                 |      |  |      |           |  |  |            | 
|                        |  |                
|                        |  | (in  millions) |      
|Short Term Debt         |  |                 | 297.0 |                 |      |  | 297  |           |  |  |           |  |  |  |     | 
|Long Term Debt          |  |                 | 950.1 |                 |      |  |     |           |  |  | 946.8      |  |  |  | 3.3  | 
|Operating Leases        |  |                 | 234.1 |                 |      |  | 61.8 |           |  |  | 111.8      |  |  |  | 60.5 | 
|Capital Leases          |  |                 | 4.7   |                 |      |  | 1.9  |           |  |  | 2.8        |  |  |  |     | 

|                                                              |  |               |         |  
|------------------------------------------------------------- |  | ------------- | ------- | -
|                                                              |  | Balance as of |        
|Other Commitments                                             |  | year end 2002 |        
|                                                              |  |               |        
|Buy currency, sell national currency (forwards
    and swaps) |  |               | 545.9   | *
|Sell currency, buy national currency (forwards
    and swaps) |  |               | 1,182.8 | *
|Sell/ Buy foreign currencies                                  |  |               | 171.2   | *
|Commitments given                                             |  |               | 1,696.2 |  
|Commitments received                                          |  |               | 445.3   |  
|Parent company bonds                                          |  |               | 8,807.6 |  




|  |              
|- | -------------
|* | Nominal value

At the same date, performance guarantees that we
received from our suppliers and subcontractors in relation to
contracts in progress amounted to
 4,896.2 million.

Guarantees related to contracts

Guarantees related to contracts are mainly made
up of performance bonds, which are usually not for the full
amount of the maximum theoretical contractual liability but are
subject to individual negotiation. Performance bonds would
usually be released partially upon delivery of the contract
(provisional acceptance by the customer), the remainder being
released at the final acceptance by the customer.

When circumstances arise that result in the
threat of calling a bond, then we seek to negotiate acceptable
alternative arrangements. Bonds are typically called when there
is no other remedy acceptable to our customer. Our experience to
date has been that bonds are very rarely called. In general, we
establish provisions to cover any anticipated loss that could
arise from our contractual obligations.

Parent guarantees to clients

Parent guarantees are given in the normal course
of the Groups businesses by Technip-Coflexip Holding or
Coflexip SA to customers to cover the good performance of a
contract awarded to one of our subsidiaries. They would be
usually released at the end of the contract.

Other Material Financial Elements

Policies of the Organization of Petroleum
Exporting Countries (OPEC) could affect our operations or the
investments by our shareholders. Petroleum industry operations
and profitability are influenced by many factors some of which
our clients cannot control. Prices for crude oil and natural
gas, petroleum products and petrochemicals are determined by
supply and demand for these commodities. OPEC member countries
are typically the worlds swing producers of crude oil, and
their production levels are a major factor in determining
worldwide supply. For example, OPECs implementation of
production cutbacks to eliminate excess supply of crude oil for
world markets results in price increases of crude oil.

67



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For information on how ILSA may affect our
operations or the investments by our shareholders, please see
Item 4. Information about
Technip-Coflexip  Geographical and Segment Breakdown
of Not Sales and Backlog  Special Geographic
Considerations.




Item 6.     Directors,
Senior Management and Employees

For all of the year ended December 31, 2002,
our corporate management structure, consistent with our
incorporation as a French société anonyme à
directoire et conseil de surveillance, was comprised of a
supervisory board elected by our shareholders and a management
board elected by the members of our supervisory board. On
April 11, 2003, at an extraordinary general meeting, our
shareholders resolved to amend our corporate by-laws
(statuts) to change Technip-Coflexips corporate
form to a société anonyme à conseil
dadministration. As a result of this amendment, a
single unified board of directors replaced our supervisory and
management boards as of that date. References in this report to
our board of directors are to the body that was instituted on
April 11, 2003, and references to our supervisory board and
management board are to our corporate governance bodies before
that date.



| |             
| | ------------
| | Compensation

The aggregate amount of compensation that we paid
to members of our supervisory and management boards, as a group
of 17 persons in all as of December 31, 2002 for
services in all capacities in the year ended December 31,
2002 was approximately
 2,719,086.
During that year, our supervisory board determined the
compensation of the president of the management board. In
addition, members of our management boards have stock options
giving them the right to subscribe to new shares or to purchase
existing shares up to 126,723 shares. An aggregate amount
of  173,516
in jetons de présence (directors
fees) were granted to the members of our supervisory board for
2002 with the exception of the chairman of our supervisory
board, who, at his own demand, did not receive any
directors fees. The aggregate amount of compensation that
we paid to the Chairman of the supervisory board was
 322,193
for 2002. The compensation of our officers and key personnel was
reviewed by the compensation committee of our supervisory board.

The following table sets forth the total amounts
of compensation paid by us to our management board and the
amount of options granted by us to our management board for
fiscal year 2002:

|                                        |  |              |           |  |                    |  |        | 
|--------------------------------------- |  | ------------ | --------- |  | ------------------ |  | ------ | 
|                                        |  | Amount of    |           |  | Number of Option   | 
|Members of the Management Board in 2002 |  | Compensation |           |  | Granted in 2002(1) | 
|                                        |  |              |           |  |                    | 
|D. Valot                                |  |              |  843,163 |  |                    |  | 30,000 | 
|T. Ehret                                |  |              |  417,890 |  |                    |  | 14,000 | 
|D. Burlin                               |  |              |  406,185 |  |                    |  | 14,000 | 
|J. Deseilligny                          |  |              |  338,518 |  |                    |  | 12,000 | 
|C. Giraut(2)                            |  |              |  208,818 |  |                    |  | 0      | 
|O. Dubois(3)                            |  |              |  8,803   |  |                    |  | 14,000 | 



---



|    |                                                                                                  
|--- | -------------------------------------------------------------------------------------------------
|(1) | Options granted in 2002 expire on
    December 9, 2008 and have an exercised price of
     71.95
|   
|(2) | Resigned on March 28, 2002                                                                       
|   
|(3) | Named on December 17, 2002                                                                       

Share ownership

No member or our board of directors, nor these
persons as a group, is the beneficial owner of more than 1% of
our voting power. The aggregate share ownership of the members
of our board of directors, as a group, representing
11 persons as of May 31, 2003 is 1,324
Technip-Coflexip shares.

Options

As of April 11, 2003, a total of 2,006,784
options to purchase new or existing shares were outstanding
(2,125,784 at December 31, 2002), of which 84,000 were held
by members of our board of directors with the

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remainder held by our employees or executives.
None of the individual members of our board of directors or our
senior management owns options that would, taking into account
their current shareholding, entitle them to own more than 1% of
our outstanding shares.


The following table sets out certain information
relating to the various option plans as of December 31,
2002.

|                                                                                                       |  |                |               |  |                |  |               |              |  |  |               |     |  |              |               |     |              |  |               |  |  |  |               | 
|------------------------------------------------------------------------------------------------------ |  | -------------- | ------------- |  | -------------- |  | ------------- | ------------ |  |  | ------------- | --- |  | ------------ | ------------- | --- | ------------ |  | ------------- |  |  |  | ------------- | 
|                                                                                                       |  |                |               |  |                | 
|                                                                                                       |  | 1996/1998 Plan |               |  | 1999/2001 Plan |  |               | 2003 Plan    | 
|                                                                                                       |  |                |               |  |                |  |               |              | 
|                                                                                                       |  |                |               |  |                |  |               |             
|                                                                                                       |  | 1998 tranche   |               |  | 1999 tranche   |  |               | 2000 tranche |  |  | Tranche A     |     |  | Tranche B    |              
|                                                                                                       |  |                |               |  |                |  |               |              |  |  |               |     |  |              |              
|                                                                                                       |  | Purchase       |               |  | Purchase       |  |               | Subscription |  |  | Purchase      |     |  | Subscription |               |     | Subscription | 
|                                                                                                       |  | options        |               |  | options        |  |               | options      |  |  | options       |     |  | Options      |               |     | Options      | 
|                                                                                                       |  |                |               |  |                |  |               |              |  |  |               |     |  |              |               |     |              | 
|Date of shareholder meeting                                                                            |  |                | Apr. 30, 1998 |  |                |  | Apr. 30, 1999 |              |  |  | Apr. 28, 2000 |     |  |              | Apr. 28, 2000 |     |              |  | Apr. 24, 2001 |  |  |  | June 20, 2002 | 
|Date of board resolution                                                                               |  |                | Apr. 30, 1998 |  |                |  | Apr. 30, 1999 |              |  |  | Dec. 14, 2000 |     |  |              | Dec. 14, 2000 |     |              |  | Dec. 9, 2002  |  |  |  | Dec. 9, 2002  | 
|Number of options authorized(2)                                                                        |  |                | 1% of capital |  |                |  | 2% of capital |              |  |  | 1% of capital |     |  |              | 1% of capital |     |              |  | 1% of capital |  |  |  | 2% of capital | 
|Number of options allocated                                                                            |  |                | 138,711       |  |                |  | 315,520       |              |  |  | 493,028       | (1) |  |              | 139,576       | (1) |              |  | 234,080       |  |  |  | 468,160       | 
|Total number of shares available for
    subscription/ purchase(3):                                    |  |                | 129,211       |  |                |  | 299,520       |              |  |  | 475,878       |     |  |              | 139,576       |     |              |  | 234,080       |  |  |  | 468,160       | 
|Of which: Number of shares available to directors
    and senior management for subscription/ purchase |  |                | 40,500        |  |                |  | 94,700        |              |  |  | 120,800       | (1) |  |              | 120,800       | (1) |              |  | 29,000        |  |  |  | 139,000       | 
|Of which: Number of directors and senior
    management concerned                                      |  |                | 14            |  |                |  | 16            |              |  |  | 17            |     |  |              | 17            |     |              |  | 4             |  |  |  | 16            | 
|Vesting date for exercise of options(4)                                                                |  |                | May 1, 2001   |  |                |  | May 1, 2002   |              |  |  | Dec. 15, 2003 |     |  |              | Dec. 15, 2003 |     |              |  | Dec. 10, 2005 |  |  |  | Dec. 10, 2005 | 
|Expiration date(5)(6)                                                                                  |  |                | Apr. 30 2003  |  |                |  | Apr. 30, 2004 |              |  |  | Dec. 14, 2008 |     |  |              | Dec. 14, 2008 |     |              |  | Dec. 9, 2008  |  |  |  | Dec. 9, 2008  | 
|Subscription/ purchase price per share                                                                 |  |                |  106.92      |  |                |  |  95.94       |              |  |  |  143.24      |     |  |              |  143.24      |     |              |  |  71.95       |  |  |  |  71.95       | 
|Number of shares subscribed/ purchased at 12/31/02                                                     |  |                | 31,211        |  |                |  | 27,400        |              |  |  | 0             |     |  |              | 0             |     |              |  | 0             |  |  |  | 0             | 
|Shares remaining available for subscription/
    exercise at 12/31/02                                  |  |                | 98,000        |  |                |  | 272,120       |              |  |  | 475,878       |     |  |              | 139,576       |     |              |  | 234,080       |  |  |  | 468,160       | 
|Number of holders per tranche                                                                          |  |                | 160           |  |                |  | 250           |              |  |  | 1,100         | (7) |  |              | 1,100         | (7) |              |  | 400           |  |  |  | 850           | 



---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(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 us 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 our 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
    Technip-Coflexip. 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 2, 3 or 5 years after the grant.   
|   
|(7) | This number includes holders of share
    subscription and share purchase options for tranche 2000 of
    the 1999-2001 Plan.                                                                                                                                                                                                                                                                                                  

Company Savings Plan.Our Mixed Shareholders
Meeting held on April 11, 2003, granted our board of
directors the authorization to issue an additional 3% of share
capital in one or several steps, over a maximum period of
26 months. These shares are to be paid solely with cash.
Our employees may purchase these shares solely through our
statutory company savings plan.

Directors and Officers

Technip-Coflexip is organized under French law as
a stock corporation (société anonyme) with a
board of directors. We adopted our current board structure at an
extraordinary shareholders meeting held on April 11, 2003,
in execution of an amendment to our by-laws. As described
elsewhere in this Item 6, prior to this date we were
governed by a two-tier structure consisting of a supervisory
board (conseil de surveillance) and a management board
(directoire), including for all of the year ended
December 31, 2002.

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| |                       
| | ----------------------
| | Our Board of Directors

In accordance with French law governing a
société anonyme, a form of limited liability
company, the Companys affairs are managed by its board of
directors, or conseil dadministration, and by its
Chairman and Chief Executive Officer, who has full executive
authority to manage the affairs of the Company, subject to the
prior authorization of the board of directors or of the
Companys shareholders for certain decisions specified by
law.

Under French company law the board of directors
may elect one person to assume the position of Chairman and
Chief Executive Officer or split these functions between two
different persons (either the Chairman of the Board or another
natural person bearing the title of Chief Executive Officer or
Directeur Général). The Companys articles
of association, or statuts, were modified at the
extraordinary shareholders meeting of April 11, 2003
to provide for such a choice. According to the Companys
statuts, the choice is made by the board of directors
deciding with a majority of all members. The board of directors
has decided not to split these two functions, which are
currently performed by the same person. For further information
on the powers of our board of directors see Item 10.
Additional Information  By-laws (Statuts) 
Board of Directors.

The majority of the 11 members of our board are
independent directors under French stock market regulations, and
four are of a nationality other than French. As indicated in the
table below, we have nominated one member of our board at the
recommendation of Gaz de France. The members of our board are:

|                            |                  |             |      |  |                   |                       |                   |                                                                                                                                                                                                                                                                                                                                                                                                                          | 
|--------------------------- | ---------------- | ----------- | ---- |  | ----------------- | --------------------- | ----------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | 
|                            |                  | Initial     |      |  | Responsibility on |                       |                  
|Name, Age, Citizenship(1)   |                  | Appointment |      |  | Board             |                       | Outside Positions
|                            |                  |             |      |  |                   |                       |                  
|Daniel Valot (58)           |                  |             | 2001 |  |                   | Chairman of the Board |                   | Chairman of Technip Far East, Vice- Chairman of
    Technip Americas Corp., Chairman of the Supervisory Board of
    Technip Germany, Chairman of the Board of Directors of Technip
    Italy, Permanent representative of Technip-Coflexip on the Board
    of Technip France, Director of Coflexip, Director of Compagnie
    Générale de Géophysique, Director of the Institut
    Français du Pétrole (IFP) and SCOR
|                           
|Olivier Appert (54)         |                  |             | 2003 |  |                   | Director              |                   | President of the Institut Français du
    Pétrole (IFP), Director of Compagnie Générale de
    Géophysique                                                                                                                                                                                                                                                                                                              
|                           
|Roger Cairns (60)           |                  |             | 2001 |  |                   | Director              |                   | None                                                                                                                                                                                                                                                                                                                                                                                                                    
|                            | (United Kingdom) |             |      |  |                   |                       |                   |                                                                                                                                                                                                                                                                                                                                                                                                                          | 
|                           
|Miguel Caparros (59)        |                  |             | 2001 |  |                   | Director              |                   | Director of C4W                                                                                                                                                                                                                                                                                                                                                                                                         
|                            | (Spain)          |             |      |  |                   |                       |                   |                                                                                                                                                                                                                                                                                                                                                                                                                          | 
|                           
|Jacques Deyirmendjian* (59) |                  |             | 2001 |  |                   | Director              |                   | Senior Executive General Representative of Gaz de
    France, Chairman of the Board of Directors of GDF International,
    Member of the Supervisory Board of GASAG, Member of the
    Supervisory Board of SPP, Director of Fingaz                                                                                                                                                                                     

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|                          |                 |             |      |  |                   |          |                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                       
|------------------------- | --------------- | ----------- | ---- |  | ----------------- | -------- | ----------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------
|                          |                 | Initial     |      |  | Responsibility on |          |                  
|Name, Age, Citizenship(1) |                 | Appointment |      |  | Board             |          | Outside Positions
|                          |                 |             |      |  |                   |          |                  
|Jean-Pierre Lamoure (54)  |                 |             | 2001 |  |                   | Director |                   | Director of the Institut Français du
    Pétrole, Lapeyre, and subsidiaries of the Soletanche Group,
    Chairman of the Board of Directors of Soletanche SA,
    Soletanche-Bachy France, 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), Managing Director of Compagnie du Sol, Chairman of
    IGA
|                         
|Daniel Lebègue (60)       |                 |             | 2003 |  |                   | Director |                   | Director of Gaz de France, Thales and Alcatel;
    Supervisory Board member of Areva.                                                                                                                                                                                                                                                                                                                                                                                                      
|                         
|Roger Milgrim (66)        |                 |             | 2001 |  |                   | Director |                   | Partner of Paul, Hastings, Janofsky &                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                          | (United States) |             |      |  |                   |          |                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Walker, L.L.P, Member of the Board of Advisors of
    Unistates, Director of the Fulbright Association
|                         
|Rolf-Erik Rolfsen (62)    |                 |             | 2001 |  |                   | Director |                   | Director of HAG AS (France) and                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                          | (Norway)        |             |      |  |                   |          |                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Petroleum GeoServices A.S.A                                                                           
|                         
|Pierre Vaillaud (68)      |                 |             | 2001 |  |                   | Director |                   | Director of Total, and Egis, Member of the
    Supervisory Board of Oddo Pinatton, Member of the Supervisory
    Board of Cegelec                                                                                                                                                                                                                                                                                                                                                          
|                         
|Bruno Weymuller (54)      |                 |             | 2001 |  |                   | Director |                   | Executive Vice President, Strategy and Risk
    Assessment of Total, Director of Elf Aquitaine, Sanofi-Synthelabo                                                                                                                                                                                                                                                                                                                                                                          



---



|    |                                                                      
|--- | ---------------------------------------------------------------------
|(1) | Unless noted otherwise, our board members are
    citizens of France.



|  |                                                        
|- | -------------------------------------------------------
|* | Nominated upon the recommendation of Gaz de
    France.



| |                                          
| | -----------------------------------------
| | Biographies of Our Board of
    Directors

Daniel Valot.Mr. Valot is Chairman of the
Management Board of Technip-Coflexip. In addition to being the
Chief Executive Officer of Technip-Coflexip, he is the Chairman
of Technip Italy, Technip Americas, Technip Germany and Technip
Far East (Malaysia) and serves on the boards of directors of
Technip France Coflexip, CGG, SCOR, Petrofina and IFP. Prior to
joining Technip in 1999, Mr. Valot was President of
TotalFina Exploration and Production. He joined the Total Group
in 1981 where he also held the posts of Deputy Finance Manager
of Total, Finance Manager of the Total Chemical Division and
Chairman and Chief Executive Officer of Total Petroleum North
America. Mr. Valot is a graduate of the Institut
dEtudes Politiques de Paris (Paris Institute of
Political Science) and the Ecole Nationale
dAdministration (National School of Administration).

Pierre Vaillaud.Mr. Vaillaud retired in 2000. He
is the Former Chairman and Chief Executive Officer of Technip,
which he led from 1992 to 1999, and Elf Aquitaine, which he led
from 1999 to 2000. He also serves on the Boards of Total, EGIS
and Oddo Pinatton.

71



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##### Table of Contents



Miguel Caparros.Mr. Caparros is retired. He has
served as director at Technip since 1995. He is also a director
at C4W and an independent scholar of the Institut de
Paléontologie Humaine (Institute of Human Paleontology)
From 1992 to 1998, Mr. Caparros was an Advisory Director to
Morgan Stanley.

Jean-Pierre Lamoure.Mr. Lamoure is the President and
Chief Executive Officer of the Group Solétanche, which he
has led since 1989. He also serves on the Board of Directors of
IFP, Lapeyre and different subsidiaries of the Group Soletanche.

Roger M. Milgrim.Mr. Milgrim is currently a Senior
Partner of Paul, Hastings, Janofsky & Walker LLP and a
director of the Fulbright Association.

Rolf-Erik Rolfsen.Mr. Rolfsen is currently a
director of UMOE-Mandal AS and of HAG SA. He is President of the
Industrial Foundation Committee for the Norwegian University of
Polytechnic.

Bruno Weymuller.Mr. Weymuller is Executive Vice
President of Total, and President of Strategy and Risk
Assessment. Prior to his current position, he served as the
Chief Financial Officer of Elf Aquitaine. He is also on the
Board of Sanofi-Synthelabo and Elf Aquitaine.

Jacques Deyirmendjian.Mr. Deyirmendjian has been
appointed on the recommendation of Gaz de France where he serves
as Managing Director. In 1989, he joined the International
Division as Vice-President, and the next year was appointed
Executive Vice-President with responsibility for natural gas
supplies to the French market and the international development
of Gaz de France. In 1996, he was appointed Senior Executive
Vice-President of Gaz de France. In 2000, he was appointed
Managing Director, with responsibility for international affairs
and industrial partnerships. Mr. Deyirmendjian is a
graduate of the Ecole Polytechnique and the Ecole
Nationale dAdministration (National School of
Administration).

Roger Cairns.Mr. Cairns is currently Chairman
& CEO of Cedar International Plc. He serves as Senior
Technical Adviser of Enhanced Recovery System. Mr. Cairns
is a member of the Council of Institute of Petroleum and is
Chairman of the Institute of Petroleum Discussions Group
(Energy, Economics and Environment Committee).

Daniel Lebègue.Mr Lebègue is also a director of Gaz de France, Thales and
Alcatel and a member of the supervisory board of Areva. He also
chairs the Governing Board of the Institut Politique de Lyon and
serves as president of the Institut du Développement
Durable et des Relations Internationales and as co-chair of
EUROF.

Olivier Appert.Mr. Appert is president of the
French Petroleum Institute (IFP) and a director of Compagnie
Générale de Géophysique.



| |                                                                 
| | ----------------------------------------------------------------
| | Audit, Nominations and Remuneration, and
    Strategy Committees

Our supervisory board has established three
committees: the audit committee, the nomination and remuneration
committee and the strategy committee.

Audit Committee.Our
audit committee is comprised of Messrs. Lebègue
(Chair) and Caparros, Milgrim and Vaillaud. The audit committee
presents its report to our board of directors, and prior to
April 11, 2003, to our supervisory board. The audit
committee has reviewed our financial accounts for fiscal year
2002 and presented its recommendation to the supervisory board
to approve the financial accounts for fiscal year 2002. Our
audit committee is responsible for:



| |   |                                                                                                                                                            
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | analysis of our principal internal control
    system, including organization, efficiency and adequacy;                                                    
|
| |  | examining and analyzing the external audit
    reports;                                                                                                    
|
| |  | review of our financial accounts (consolidated
    and non-consolidated) to be presented to our board;                                                     
|
| |  | review of external communications relating to our
    financial situation; and                                                                             
|
| |  | review of the Audit Charter at least once a year
    to recommend eventual modifications to our board in conformity
    with the applicable laws and rules.

72



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##### Table of Contents



Nominations and Remuneration Committee.Our nominations and remuneration
committee is comprised of Messrs. Weymuller (Chair) and
Rolfsen and Lamoure. The nominations and remuneration committee
presents its report to the board of directors. The nominations
and remuneration committee is responsible for the review of:



| |   |                                                                                                                                                                                             
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | compensation amount and structure for the
    Chairman and our officers;                                                                                                                    
|
| |  | our salary and compensation policies, including
    employee stock option plans and employee shareholding plans;                                                                            
|
| |  | the amount and distribution of directors
    fees (jetons de présence) granted to the members of
    our board of directors; and                                                           
|
| |  | recruitment and review of prospective candidates
    for our board of directors to facilitate nominations and
    appointments to our board as well as the renewal of board
    memberships.

Strategy Committee.Our strategy committee is comprised of
Messrs. Deyirmendjian (Chair) and Cairns, Appert and
Vaillaud. The strategy committee presents its report to our
board of directors. The strategy committee is responsible for
reviewing:



| |   |                                                                                                 
| | - | ------------------------------------------------------------------------------------------------
| |  | our global strategy as proposed by the Chairman
    of our board;                               
|
| |  | our annual investment budget;                                                                   
|
| |  | any major acquisitions (including associated
    investments) or disposals; and                 
|
| |  | any transaction, outside the normal course of
    business, that involves a high degree of risk.



| |                                   
| | ----------------------------------
| | Executive Management
    Committee

Our executive management committee is comprised
of Daniel Valot (Chairman and Chief Executive Officer), Daniel
Burlin (Chief Executive Officer of the Onshore-Downstream
Branch), Anne Decressac (Senior Executive Vice President, Human
Resources and Communication), Jean Deseilligny (Senior Executive
Vice President, Business and Operations of the
Onshore-Downstream Branch), Olivier Dubois (Chief Financial
Officer) and Ivan Replumaz (Chief Executive Officer of the
Offshore Branch).



| |          
| | ---------
| | Employees

For information regarding our employees, see
Item 4. Information on Technip-Coflexip 
Human Resources.

73



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##### Table of Contents






Item 7.     Major Shareholders and
Related Party Transactions

Major Shareholders

The following table sets forth, to the best of
our knowledge, certain information with respect to the
beneficial ownership of shares and voting rights by our
principal shareholders, as of February 28, 2003. To the
best of our knowledge there are no other shareholders whose
beneficial ownership represents 5% or more of our share capital
or voting rights other than those listed below. The shareholders
listed below do not possess voting rights that differ from any
other shareholder, except to the extent they have held our
shares in registered form for two or more years so as to benefit
from the double-voting rights provided by our by-laws. See
Item 10. Additional Information-By-Laws
(Statuts) and Shareholders Meetings and
Voting Rights  Double Voting Rights.

The following table sets forth certain
information regarding the ownership of Technip-Coflexips
outstanding shares and American depositary shares as of
February 28, 2003.

|              |  |                         |            |        |             |  |         |        |  |  |         | 
|------------- |  | ----------------------- | ---------- | ------ | ----------- |  | ------- | ------ |  |  | ------- | 
|              |  |                        
|              |  | As of February 28, 2003 |           
|              |  |                         |           
|              |  |                         |            | % of   |             |  | % of    |       
|              |  |                         |            | Shares |             |  | Voting  |       
|Shareholder   |  | Shares                  |            |        | Outstanding |  |         | Rights | 
|              |  |                         |            |        |             |  |         |        | 
|IFP           |  |                         | 1,591,553  |        |             |  | 6.81%   |        |  |  | 6.18%   | 
|Gaz de France |  |                         | 1,698,114  |        |             |  | 7.27%   |        |  |  | 13.18%  | 
|Total Group   |  |                         | 884,393    |        |             |  | 3.78%   |        |  |  | 5.90%   | 
|Employees     |  |                         | 605,965    |        |             |  | 2.60%   |        |  |  | 2.64%   | 
|Other         |  |                         | 18,578,480 |        |             |  | 79.54%  |        |  |  | 72.10%  | 
|              |  |                         |            |        |             |  |         |        | 
|Total         |  |                         | 23,358,505 |        |             |  | 100.00% |        |  |  | 100.00% | 
|              |  |                         |            |        |             |  |         |        | 

In addition, we hold 49,499 Technip-Coflexip
shares directly and indirectly, representing 0.21% of our share
capital.



| |                                     
| | ------------------------------------
| | Shares Held in the United
    States

For information on shares held in the United
States, see Item 9. The Offer and Listing 
Price History of Shares.

Related Party Transactions

In the context of the business combination of
Technip and Coflexip, we entered into a memorandum of
understanding with ISIS (the major shareholder of Coflexip) and
ISISs former controlling shareholder, IFP. On
November 7, 2001, IFP and ISIS finalized their commitments
pursuant to which ISIS would exchange its 1,436,622 shares of
Compagnie Générale de Géophysique for 511,253
shares of Technip-Coflexip held by IFP. This exchange has since
been carried out. For a description of the Memorandum of
Understanding, see Item 10. Additional
Information  Material Contracts  The
Memorandum of Understanding, below.

We have, from time to time and in the normal
course of our business, entered into intra-group arrangements
with our subsidiaries and affiliated companies, regarding,
generally, sales and purchases of products and the provision of
corporate services financed by management fee agreements,
including treasury and financing services (including financial
guarantees) and research and development activities.

In 1974, Coflexip signed a licensing contract
with IFP, which as a result of the business combination holds
approximately 6.81% of our shares. This contract stipulates that
Coflexip has the right to use certain IFP technologies and
knowhow held by IFP in exchange for the payment of royalties.
This contract does not expire until Coflexip ceases to
manufacture and sell products based on IFP technology and
knowhow. In 2002, royalties to IFP under this contract amounted
to
 3.0 million.

At December 31, 2002, we had no outstanding
loans to directors or senior management.

74



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##### Table of Contents






Item 8.     Financial
Information

Consolidated Statements and Other Financial
Information

See Item 18. Financial
Statements, for a list of the financial statements filed
with this annual report.

Dividend Policy

We may declare dividends upon the recommendation
of our board of directors, and approval of our shareholders at
their annual general meeting. Under French company law, our
right to pay dividends is limited in specific circumstances. For
a description of these restrictions, see the section entitled
Item 9. The Offer and the Listing 
Description of Our Shares and Share Capital. Our
commitment to the creation of shareholder value includes
specific attention to the amount and regularity of dividend
distributions. We aim to maintain a stable dividend per share.
As a result, the pay-out ratio may vary according to group
results.

The table below sets forth for the years
indicated the amount of dividends we paid per share not
including the French avoir fiscal (before deduction of
applicable French withholding tax), the amount of dividends paid
per share, including the French avoir fiscal (before
deduction of applicable French withholding tax), net income per
share and the pay-out ratio. These amounts (other than net
income per ordinary share) have been translated in each case
into U.S. dollars, for your convenience, at the rate
indicated. An annual dividend is paid in each year in respect of
the prior year.

For fiscal year 2002, we paid a dividend of
 3.30 per
share
( 4.95
including the French avoir fiscal on April 17, 2003.
The following table sets forth the total dividends paid per
share and per ADS for each year indicated, with and without the
French avoir fiscal and before deduction of any French
withholding tax.

|                 |  |            |      |           |           |  |          |       |           |           |           |            |             |           |      |  |          |  |       |  |  |  |      |  
|---------------- |  | ---------- | ---- | --------- | --------- |  | -------- | ----- | --------- | --------- | --------- | ---------- | ----------- | --------- | ---- |  | -------- |  | ----- |  |  |  | ---- | -
|                 |  |            |      | Dividend  |           |  |          |       | Dividend  |           |           | Net Income |             |           |     
|                 |  |            |      | per ADS   |           |  |          |       | per Share |           |           | before     |             |           |     
|                 |  |            |      | Including |           |  | Dividend |       |           | Including |           |            | Exceptional |           |      | 
|Year to which    |  | Dividend   |      |           | Avoir     |  |          | per   |           |           | Avoir     |            |             | Items     |      |  | Pay-Out  | 
|Dividend Related |  | per ADS(1) |      |           | fiscal(1) |  |          | Share |           |           | fiscal(1) |            |             | per Share |      |  | Ratio(2) | 
|                 |  |            |      |           |           |  |          |       |           |           |           |            |             |           |      |  |          | 
|                 |  | U.S.$      |      |           | U.S.$     |  |          |      |           |           |          |            |             |          |      |  | %        | 
|1997             |  |            |     |           |           |  |         |       |           |           | 2.21      |            |             |           | 3.32 |  |          |  | 5.60  |  |  |  | 39.5 | %
|1998             |  |            |     |           |           |  |         |       |           |           | 2.45      |            |             |           | 3.68 |  |          |  | 6.51  |  |  |  | 37.6 | %
|1999             |  |            |     |           |           |  |         |       |           |           | 3.00      |            |             |           | 4.50 |  |          |  | 10.75 |  |  |  | 27.9 | %
|2000             |  |            |     |           |           |  |         |       |           |           | 3.30      |            |             |           | 4.95 |  |          |  | 12.85 |  |  |  | 25.7 | %
|2001             |  |            | 0.74 |           |           |  | 1.10     |       |           |           | 3.30      |            |             |           | 4.95 |  |          |  | 7.25  |  |  |  | 45.5 | %
|2002             |  |            | 0.90 |           |           |  | 1.35     |       |           |           | 3.30      |            |             |           | 4.95 |  |          |  | 4.08  |  |  |  | 80.9 | %



---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Each American Depository Share (ADS)
    represents one-fourth an ordinary share. Translated solely for
    convenience into U.S. dollars at the noon buying rate
    applicable on the dividend payment date, with the euro amount
    translated from the French franc amount at the conversion rate
    of
     1.00 =
    FRF 6.55957 set on January 1, 1999. This does not mean
    that we actually converted these amounts into U.S. dollars
    at that rate and you should not assume that they could have been
    converted at that or any other rate. We have applied the avoir
    fiscal rate for physical persons based on fully diluted share
    capital.
|   
|(2) | The pay-out ratio is equal to the dividend per
    share, not including the French avoir fiscal, divided by
    net income per outstanding share (based on net income before
    exceptional items).                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

Under French law and our by-laws
(statuts), our unconsolidated statutory net income in
each fiscal year, as increased or reduced, as the case may be,
by any profit or loss of we carried forward from prior years,
less any contributions to legal reserves, is available for
distribution to our shareholders as dividends, subject to other
applicable requirements of French law and our by-laws
(statuts).

Pursuant to our by-laws (statuts), our
shareholders may determine at an ordinary meeting the portion,
if any, of dividends that each shareholder may elect to receive
in shares. For dividends distributed in respect of the years
1991 through 1995, each of our shareholders was given the option
of receiving dividends in the form of cash or shares. Our board
of directors does not currently intend to recommend a stock
dividend in the near future.

75



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##### Table of Contents



Dividends paid to holders of shares or ADSs who
are not residents of France generally will be subject to French
withholding tax at a rate of 25%. Under the Treaty between
France and the United States for Avoidance of Double Taxation
and the Prevention of Fiscal Evasion with respect to Taxes on
Income and Capital signed on August 31, 1994, and subject
to certain procedures and exceptions, such withholding tax may
be reduced to 15% for holders who are resident of the United
States. French residents are generally entitled to a tax credit
known as the avoir fiscal, the amount of which depends of
the recipient of the dividends. Under certain tax treaties
entered into between France and other countries, including the
United States, such avoir fiscal may, in certain
circumstances, be paid, net of withholding tax, to non-French
residents. See Item 10. Additional
Information  Taxation  French
Taxation  Taxation of Dividends and
 Taxation of U.S. Investors 
Taxation of Dividends.

Dividends paid to holders of ADSs are converted
from euro to dollars and subjected to a charge by the depositary
for any expenses incurred by the depositary in such conversion.

Information on Legal or Arbitration
Proceedings

We are involved in various routine legal
proceedings incidental to the ordinary course of our business.
We believe that the outcome of all pending legal proceedings,
whether individually or in the aggregate, will not have a
material adverse effect on our consolidated financial condition
or results of operations. Below we describe our principal
currently pending legal proceedings.

In 2001, Coflexip notified Aker Maritime, that
under the price adjustment provisions of the Share Purchase
Agreement dated October 27, 2000, it was entitled to a
U.S.$136.7 million reduction in the purchase price of the
Deepwater Division. On April 3, 2003, Coflexip and Aker
Maritime announced the settlement of their dispute related to
the Deepwater Division purchase price. Under the agreement, Aker
Maritime will pay Coflexip a total amount of
U.S.$ 43.8 million by September 30, 2003
(U.S.$ 33.8 million has already been paid). As a
consequence, the parties have agreed to suspend arbitration
proceedings. The total settlement amount will be recorded as a
deduction of the goodwill related to the acquisition of the Aker
Deep Water Company in Technip-Coflexips consolidated
financial statements.

On December 21, 2001, ITP filed a complaint
with the Tribunal de Commerce de Versailles against
Coflexip, Coflexip Stena Offshore Limited and Coflexip Stena
Offshore seeking damages based on alleged breaches of several
confidentiality agreements entered into between 1993 and 1998
related to the ETAP contract for Shell (preparation of the
Girassol bid for Elf). In addition, ITP brought an action in
Edinburgh, Scotland against Coflexip seeking
£ 2.5 million in damages for infringement of a
patent related to pipe-in-pipe technologies.
Coflexip has opposed both actions and requested that the
European Patent Office declare the disputed patent invalid. We
believe that these allegations are unfounded and that our
exposure is not material. Consequently, we have made no
provisions in relation to these actions.

In May 2001, Mannesmann Seiffert/ Energie, a
German subsidiary of Technip-Coflexip, initiated arbitration
proceedings against Siemens claiming a price adjustment of
 36 million.
The claim relates to a significant increase in the scope of
services rendered in completion of a 1998 construction contract
valued at
 22 million
for high-pressure connection piping at the Peterhead electrical
power plant built by Siemens for Scottish Electric. An
arbitration panel has been constituted and we expect it to hear
the case in the second half of 2003.

76



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##### Table of Contents



Significant Changes

For information on our unaudited sales for the
three month period ended March 31, 2002, see
Item 5. Operating and Financial Review and
Prospects  Recent Developments.




Item 9.     The
Offer and Listing

Price History of Shares

The table below sets forth the reported high and
low sales prices for the shares reported by Euronext Paris and
for the ADSs on the New York Stock Exchange for the periods
indicated.

|                  |  |                    |       |  |                  |  |       |      |  |  |       |  |  |  |       | 
|----------------- |  | ------------------ | ----- |  | ---------------- |  | ----- | ---- |  |  | ----- |  |  |  | ----- | 
|                  |  |                    |       | 
|                  |  | Price per Share in |       |  | Price Per ADS in | 
|                  |  |                   |       |  | U.S. $(1)        | 
|                  |  |                    |       |  |                  | 
|Calendar Period   |  | High               |       |  | Low              |  |       | High |  |  | Low   | 
|                  |  |                    |       |  |                  |  |       |      |  |  |       | 
|1998              |  |                    | 133.4 |  |                  |  | 59.5  |      |  |  |      |  |  |  |      | 
|1999              |  |                    | 116.0 |  |                  |  | 70.0  |      |  |  |      |  |  |  |      | 
|2000              |  |                    | 163.0 |  |                  |  | 100.0 |      |  |  |       |  |  |  |       | 
|2001              |  |                    | 187.0 |  |                  |  | 95.9  |      |  |  |       |  |  |  |       | 
|First Quarter     |  |                    | 168.0 |  |                  |  | 132.0 |      |  |  |      |  |  |  |      | 
|Second Quarter    |  |                    | 187.0 |  |                  |  | 141.7 |      |  |  |      |  |  |  |      | 
|Third Quarter     |  |                    | 167.3 |  |                  |  | 95.9  |      |  |  |      |  |  |  |      | 
|Fourth Quarter(2) |  |                    | 150.3 |  |                  |  | 120.0 |      |  |  | 33.6  |  |  |  | 27.9  | 
|2002              |  |                    |       |  |                  |  |       |      |  |  |       |  |  |  |       | 
|First Quarter     |  |                    | 158.9 |  |                  |  | 131.6 |      |  |  | 35.2  |  |  |  | 29.0  | 
|Second Quarter    |  |                    | 162.9 |  |                  |  | 104.4 |      |  |  | 37.0  |  |  |  | 25.5  | 
|Third Quarter     |  |                    | 108.7 |  |                  |  | 65.1  |      |  |  | 26.7  |  |  |  | 16.1  | 
|Fourth Quarter    |  |                    | 79.8  |  |                  |  | 49.0  |      |  |  | 20.2  |  |  |  | 12.2  | 
|2003              |  |                    |       |  |                  |  |       |      |  |  |       |  |  |  |       | 
|First Quarter     |  |                    | 71.5  |  |                  |  | 51.8  |      |  |  | 18.5  |  |  |  | 14.3  | 
|Monthly amounts   |  |                    |       |  |                  |  |       |      |  |  |       |  |  |  |       | 
|October           |  |                    | 67.4  |  |                  |  | 49.0  |      |  |  | 16.3  |  |  |  | 12.3  | 
|November          |  |                    | 79.8  |  |                  |  | 62.7  |      |  |  | 20.2  |  |  |  | 15.8  | 
|December          |  |                    | 79.6  |  |                  |  | 64.9  |      |  |  | 19.5  |  |  |  | 16.8  | 
|January           |  |                    | 71.5  |  |                  |  | 57.1  |      |  |  | 18.5  |  |  |  | 15.5  | 
|February          |  |                    | 61.9  |  |                  |  | 54.1  |      |  |  | 16.4  |  |  |  | 14.6  | 
|March             |  |                    | 66.5  |  |                  |  | 51.8  |      |  |  | 17.6  |  |  |  | 14.3  | 
|April             |  |                    | 73.4  |  |                  |  | 64.25 |      |  |  | 20.25 |  |  |  | 17.35 | 
|May               |  |                    | 81.4  |  |                  |  | 71.5  |      |  |  | 24.23 |  |  |  | 20.41 | 



---



|    |                                                                                              
|--- | ---------------------------------------------------------------------------------------------
|(1) | Each American Depositary Share represents
    one-quarter of an ordinary share.              
|   
|(2) | Technip-Coflexip shares began trading on the New
    York Stock Exchange on October 19, 2001.

On June 19, 2003 the last reported sales
price of our shares on Euronext Paris was
 80.35 per
share and the last reported sales price of our ADSs on the New
York Stock Exchange was $23.45 per ADS.

77



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Plan of Distribution

Not applicable.

Nature of Trading Market



| |               
| | --------------
| | Euronext Paris

On September 22, 2000, upon successful
completion of an exchange offer, the ParisBourseSBF S.A. or
the SBF, the Amsterdam Exchanges and the Brussels
Stock Exchanges merged to create Euronext, the first
pan-European exchange. Through the exchange offer, all the
shareholders of SBF, the Brussels Exchanges and the Amsterdam
Exchanges contributed their shares to Euronext N.V., a
Dutch holding company. Following the creation of Euronext, the
SBF changed its name to Euronext Paris. Securities quoted on
exchanges participating in Euronext are traded and cleared over
common Euronext platforms. NSC is the common platform for
trading and Clearing 21 for the clearing. In addition, Euronext
anticipates, but not before 2008, the implementation of a
central clearing house, settlement and custody structure over a
common system. However, these securities will remain listed on
their local exchanges. As part of Euronext, Euronext Paris
retains responsibility for the admission of shares to Euronext
Pariss trading markets as well as the regulation of those
markets. Since July 2001, Euronext Paris has been listed on
Euronext Paris. In October 2001, Euronext announced that it was
acquiring LIFFE, Londons derivatives market. This
acquisition became effective in December 2001. Following an
agreement entered between Euronext and the LIFFE, Euronext has
agreed to migrate its entire derivative operations to
LIFFEs CONNECTTM trading platform.

Euronext announced on December 20, 2001 that
the Supervisory Board of Euronext NV and the Board of
Directors of Bolsa de Valores de Lisboa e Porto
(BVLP), the Portuguese exchange, have agreed on the
terms of a merger. The merger between Euronext and BVLP became
effective as of February 2002 and BVLP became fully integrated
within Euronext under the name Euronext Lisbon.

Securities approved for listing by Euronext Paris
are traded in one of five markets (including derivations). The
securities of most large public companies are listed on the
Premier Marché, with the Second Marché
available for small and medium-sized companies. Trading on the
Nouveau Marché was introduced in March 1996 to allow
companies seeking development capital to access the stock
market. In addition, securities of some other companies are
traded on a non-regulated over-the-counter market, the
Marché Libre OTC.



| |                   
| | ------------------
| | The Premier Marché

Securities listed on the Premier
Marché are officially traded through authorized
financial institutions that are members of Euronext Paris.
Trading takes place continuously on each French business day
from 9:00 a.m. to 5:25 p.m. (Paris time), with a
pre-opening session from 7:15 a.m. to 9:00 a.m. and a
pre-closing session from 5:25 p.m. to 5:30 p.m. during
which transactions are recorded but not executed, and a closing
auction at 5:30 p.m. Any trade of securities that occurs
after a stock exchange session closes is recorded on the next
business day at the previous sessions closing price for
that security. Euronext Paris publishes a daily official price
list that includes among other things, price information on
listed securities.

Euronext Paris places securities listed on the
Premier Marché in one of two categories, depending
on their trading volume. Our shares are placed in the category
known as Continu (continuous electronic trading),
which includes the most actively traded securities. The minimum
yearly trading volume required for a security to be in
Continu for a company already listed on a regulated
market of Euronext Paris is 2,500 trades;
i.e., 10 trades per business day.

Euronext Paris may temporarily reserve trading in
a security listed in Continu on the Premier
Marché if purchases and sales orders recorded in the
system would inevitably result in a price beyond a certain
threshold, determined on a basis of a percentage fluctuation
from a reference basis. The duration of the so-called
reservation period and the relevant thresholds vary depending on
whether the price fluctuation occurs when trading commences or
during the trading session. Euronext Paris may display an
indicative trading price during this reservation period. The
duration of the reserve period and fluctuation may be varied
from time to time by Euronext Paris. Euronext Paris may also
suspend trading of a security listed on the Premier
Marché in some

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limited circumstances, including the occurrence
of unusual trading activity in a security. In addition, in
exceptional cases, the CMF and the COB may require Euronext
Paris to suspend trading.


Since September 25, 2000, trades of
securities listed on the Premier Marché are settled on a
cash settlement basis on the third trading day after the trade.
However, market intermediaries are also permitted to offer
investors a deferred settlement service (which we refer to as
service de règlement différé or
SRD) for a fee. The SRD is only available for trades
in securities which either (1) are a component of the Index
SBF 120 or (2) have both a total market capitalization
of at least
 1 billion
and a daily average volume of trades of at least
 1 million
and which are normally cited on a list published by Euronext
Paris. The SRD allows shareholders to benefit from certain
leverage and other special features of the previous monthly
settlement market (formerly Marché à Règlement
Mensuel). Investors in securities eligible for the SRD can
elect on the determination date (date de liquidation),
which is the fifth trading day before the end of the month,
either to settle by the last trading day of the month or to pay
an additional fee and postpone the settlement to the
determination date of the following month. Our shares are
eligible for the SRD.

Equity securities traded on a deferred settlement
basis are considered to have been transferred only after they
have been registered in the purchasers account. Under
French securities regulations, any sale of securities traded on
a deferred settlement basis during the month of a dividend
payment date is deemed to occur after the dividend has been
paid. If the sale takes place before, but during the month of, a
dividend payment date, the purchasers account will be
credited with an amount equal to the dividend paid and the
sellers account will be debited by the same amount.

Prior to any transfer of securities held in
registered form on the Premier Marché, the
securities must be converted into bearer form and accordingly
inscribed in an account maintained by an accredited intermediary
with Euroclear France S.A., a registered clearing agency.
Transactions in securities are initiated by the owner giving
instructions (through an agent, if appropriate) to the relevant
accredited intermediary. Trades of securities listed on the
Premier Marché are cleared and settled through
Clearing 21 and Euroclear France S.A. using a
continuous net settlement system. A fee or a commission is
payable to the broker-dealer or other agent involved in the
transaction.

Other

For other limitations affecting our shareholders,
see Item 10. Additional Information  Form,
Holding and Transfer of Shares and Item 10.
Additional Information  Requirements for Holdings
Exceeding Certain Percentages.

79



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Selling Shareholders

Not applicable.

Dilution

Not applicable.

Expenses of the Issue

Not applicable.




Item 10.     Additional
Information

Share capital

Not applicable.

Material Contracts



| |                   
| | ------------------
| | Deepwater Division

Aker Maritime ASA and Aker Maritime Norge AS
(collectively, Deepwater Division) and Coflexip
entered into a Share Purchase Agreement on October 27,
2000, whereby Coflexip agreed to purchase a number of companies
that comprise the Aker Maritime Deepwater Division for
U.S.$ 625 million subject to certain adjustments,
consisting of U.S.$ 513 million in case and an
assumption of a net debt of U.S.$ 112 million. The
transaction, which closed on January 4, 2001, was financed
with Coflexips own resources and by new credit lines. As a
result of this acquisition, we have substantially broadened our
strength in floating production architectures for offshore
developments. This allows us to undertake projects with an
enlarged scope on an integrated basis for offshore field
development projects worldwide. We have also significantly
strengthened our resources in field architecture as well as
conceptual and detailed engineering, improving its ability to
offer global solution to oil and gas operators.



| |                         
| | ------------------------
| | Senior Credit Facilities

On September 28, 2001, we executed an
agreement regarding senior credit facilities with J.P. Morgan
plc and CDC IXIS, as lead arrangers, and Chase Manhattan Bank
and CDC IXIS, as underwriters. This agreement was subsequently
amended on October 8 and 9, 2001. The financing consisted
of several tranches: Tranche A, a revolving credit facility
in a maximum principal amount of
 880,000,000;
Tranche B, a 364-day revolving credit facility in a maximum
principal amount of
 150,000,000;
and Tranche C, a revolving credit facility in a maximum
principal amount of U.S.$ 70,000,000. In 2002, the Senior
Credit Facilities under the Agreement were repaid and partially
cancelled. Pursuant to an amendment signed on March 20,
2002, the Senior Credit Facilities authorized amount has
been reduced to the aggregate of
 387,000,000
and US$ 56,000,000. As of December 31, 2002, there
were no outstanding amounts under the Senior Credit Facilities.
See Note 27(a) to our consolidated financial statements
included at Item 18 of this report.



| |                                    
| | -----------------------------------
| | Convertible/ Exchangeable
    Bonds

On January 22, 2002, we launched a
 690 million
bond convertible into new shares or exchangeable into our
existing shares. Each of the 4,667,647 bonds issued carries a
nominal value of
 170 and is
exchangeable or convertible into one of our shares at the
election of the holder. Subject to prior conversion or exchange
by the bondholder or our own exercise of early redemption
rights, we will redeem each bond for
 190.0708
at their maturity on January 1, 2007. Bond holder
representatives may trigger early redemption obligations upon
the occurrence of a specified event of default, including
notably an uncured failure to pay interest or principal on the
bonds, default by us or our subsidiaries on other indebtedness
or guarantees in an amount exceeding
 50 million,
the contractual acceleration of any such indebtedness, an
uncured failure to meet our other undertakings for more than
14 days, protection from creditors, or delisting from our
equity securities from our principal trading markets.

80



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Following exercise of the over-allotment option,
the bonds issued amounted to
 793.5 million,
the net proceeds of which were used to reimburse the greater
part of the Senior Credit Facilities described above. The bonds
were listed on the Premier Marché of Euronext Paris
on January 30, 2002. In December 2002, Technip-Coflexip
repurchased 165,653 convertible bonds for a total amount of
 28.16 million.
In accordance with the issuing contract, which received the
final approval of the Commission des opérations de
bourse on January 22, 2002, the 165,653 convertible
bonds were cancelled; as a result the convertible bonds
outstanding amount was reduced to
 765.2 million
as of December 31, 2002.




| |                                    
| | -----------------------------------
| | The Memorandum of
    Understanding

In the context of the business combination of
Technip and Coflexip, we entered into a memorandum of
understanding with ISIS (the major shareholder of Coflexip) and
ISISs controlling shareholder, IFP. We agreed in the
July 2, 2001 memorandum of understanding, amended on
July 25, 2001 to make simultaneous exchange offers for
Coflexip and ISIS, to list our shares on the New York Stock
Exchange in the form of American depositary shares, and to
convene an extraordinary general meeting of our shareholders to
approve the capital increase necessary to complete the exchange
offers.

In accordance with these obligations, in the
presence of Technip, IFP and ISIS agreed to mutual exchange
commitments on November 7, 2001, in which ISIS would
exchange its 1,436,622 shares of CGG (Compagnie
Générale Géophysique) for the 511,253 shares
of Technip-Coflexip held by IFP, and vice versa. Following the
completion of the ISIS exchange offer, we concluded a merger
agreement with ISIS on April 15, 2002, which was ratified
by our shareholder meetings in June 2002. Subsequently, on
November 18, 2002, we triggered the exchange of 1,436,622
CGG shares against 511,253 Technip-Coflexip shares. These shares
will be cancelled. Concomitantly, although independent of these
commitments, we decided to cancel all outstanding treasury
shares as of September 30, 2002 (representing 1,117,324
shares), which had been previously purchased in order to
stabilize the stock price and to face purchase options exercise.

The material contracts described above are
attached as exhibits to this annual report on Form 20-F
filed with the U.S. Securities and Exchange Commission.

Exchange Controls



| |                                                        
| | -------------------------------------------------------
| | Ownership of ADSs or Shares by Non-French
    Residents

Under French law, there is no limitation on the
right of non-French residents or non-French security holders to
own or, when applicable, to vote securities of a French company.

A French law dated February 14, 1996
abolished the requirement that a person who is not a resident of
the European Union obtain an autorisation préalable,
or prior authorization, prior to acquiring a controlling
interest in a French company. However, pursuant to the Decree
n 2003-196 of March 7, 2003, both E.U. and non-E.U.
residents must file a déclaration administrative, or
administrative notice, with French authorities if they come to
own, directly or indirectly by any means more than one-third of
the capital or voting rights, in any French company.



| |                  
| | -----------------
| | Exchange Controls

Under current French exchange control
regulations, there are no limitations on the amount of payments
that may be remitted by a French company to non-French
residents. Laws and regulations concerning foreign exchange
controls do require, however, that all payments on transfers of
funds made by a French resident to a non-resident be handled by
an accredited intermediary. In France, all registered banks and
substantially all credit establishments are accredited
intermediaries.



| |      
| | -----
| | Other

For other limitations affecting shareholders, see
 Form, Holding and Transfer of Shares and
 Requirements for Holdings Exceeding Certain
Percentages.

81



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##### Table of Contents



By-Laws (Statuts)

We are a société anonyme, a form
of limited liability company, incorporated under French law. We
were created on April 21, 1958 for a duration of
99 years. We are subject to Book II
(Livre II) of the French Commercial Code (Code de
Commerce) and to decree no 67-236 of March 23,
1967 for les sociétés commerciales et les
groupements dintérêt économique (French
company law). Our registered office is located at Tour Technip,
La Défense 6, 170, Place Henri Régnault, 92973
Paris La Défense Cedex and our telephone number is
(011-33-1) 47 78 21 21. Our main subsidiaries are
in France, Italy, Germany, the United States, The Netherlands,
Abu Dhabi and Malaysia.

We are registered in the Commercial Register
(Registre du commerce et des sociétés) of
Nanterre under the number B589 803 261.

Our corporate purpose in France and abroad, as
set forth in Article 3 of our by-laws (statuts) is
stated below as:

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 us 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.

The direct or indirect participation by us 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 or foreign, regardless of legal form
or organisation 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.

Our board of directors is required to act within
the limits of our corporate purpose and within the powers
endowed to the shareholders meeting pursuant to French
law. The limitations in our corporate objects, however, will not
bind third parties in transactions with Technip-Coflexip unless
they have knowledge of such limitations or could not have
ignored such limitation. Our corporate purpose can be amended by
an extraordinary general meeting of shareholders.

In this section, we summarize material
information concerning our share capital, together with material
provisions of applicable French law and our by-laws
(statuts) as amended by our shareholders on
April 11, 2003. An unofficial English translation of our
by-laws (statuts) is included as an exhibit to this
Annual Report on Form 20-F, which has been filed with the
U.S. Securities and Exchange Commission. You may obtain
copies of our by-laws (statuts) in French from the
registrar (Greffe) of the Commercial Register of
Nanterre, France. Please refer to those full documents for
additional details.

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Directors



| |                                    
| | -----------------------------------
| | Directors and Senior
    Management

In accordance with French law governing a
société anonyme, a form of limited liability
company, the Companys affairs are managed by its board of
directors, or conseil dadministration, and by its
Chairman and Chief Executive Officer, who has full executive
authority to manage the affairs of the Company, subject to the
prior authorization of the board of directors or of the
Companys shareholders for certain decisions specified by
law.

Under French company law the board of directors
may elect one person to assume the position of Chairman and
Chief Executive Officer or split these functions between two
different persons (either the Chairman of the Board or another
natural person bearing the title of Chief Executive Officer or
Directeur Général). According to the
Companys statuts, the choice is made by the board
of directors deciding with a majority of all members. The board
of directors has decided not to split these two functions, which
are currently performed by the same person.

Pursuant to the Companys statuts, in
addition to the appointment of Directeurs Généraux
Délégués, the board of directors can appoint
one or more Vice-Chairman. The Vice-Chairmans seat
comprises no particular powers other than chairing board
meetings and general meetings if either the Chairman or the
director temporarily acting for the latter, in compliance with
law, are absent.

French law and the Companys statuts
permit the board of directors to delegate to up to five people,
general or specific powers (Directeurs Généraux
Délégués or Managing Directors). The Chief
Executive Officer proposes the Directeurs Généraux
Délégués or Managing Directors and the board
of directors determines their specific management powers and
responsibilities. Under French law, a Directeur
Général Délégué, like the Chief
Executive Officer, has broad powers to represent and bind the
company in dealings with third parties. The Directeur
Général Délégué may be removed by
the board of directors at any time upon proposal of the Chief
Executive Officer. The Directeur Général, Directeur
Général Délégué or the
Président-Directeur Général may be held
individually responsible for his/her actions if they are deemed
contrary to the companys interests.



| |                                                                                            
| | -------------------------------------------------------------------------------------------
| | Board of Directors power to vote on
    agreements in which they are materially interested

Under French law, any agreements (except
agreements in the ordinary course of business entered into on an
arms length basis) between the Company, either directly or
through an intermediary, and any director, the Chief Executive
Officer, one of its Managing Directors and any of its
shareholder holding more than 5% of the voting rights, or in
case of a corporation, the company controlling the latter
according to Article L. 233-3 of the French Commercial Code
are subject to a special approval procedure, in accordance with
article L. 225-38 et seq. of the French Commercial
Code. The director in question or the person concerned must
(i) inform the board of directors of the agreement and
(ii) obtain its approval before the transaction is
consummated. The Chairman of the board of directors must inform
the statutory auditors of the existence of such agreement and
the shareholders general meeting must then approve this
agreement upon the presentation of a special report prepared by
the statutory auditors. If the shareholders meeting
refuses to approve the agreement, third parties may still rely
on it, but the director may be held liable to the Company for
any loss the Company may incur under the agreement. The party to
the agreement may not participate either in the vote of the
board of directors, nor in the vote of the Shareholders
Meeting.



| |                                                   
| | --------------------------------------------------
| | Board of Directors power to vote
    compensation

In consideration for their services on the Board,
members of the Board of Directors are entitled to receive
directors fees (jetons de présence).
Directors fees are fixed by the shareholders meeting
and are then allocated by the members of the Board of Directors
among themselves. The Board of Directors may also grant to some
of its members exceptional directors fees in respect to a
specific task or mandate. A member of the Board of Directors may
not vote for his or her individual remuneration, other than
approval the allocation of directors fees. If he or she does,
the decision is void. The Board of Directors may also authorize
the reimbursement of travel and accommodation expenses as well
as other expenses incurred by the members of the Board of
Directors in the corporate interest.

83



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| |                                                                          
| | -------------------------------------------------------------------------
| | Borrowing powers exercisable by the members
    of the Board of Directors

In accordance with article L. 225-43 of the
French Commercial Code, members of the Board of Directors other
than a legal entity may not borrow money or obtain a guarantee
from the Company. Any such loan or guarantee would be void and
may not be relied upon by third parties. This prohibition also
applies to specified executive officers, permanent
representatives of companies on the board of directors, spouses
or heirs of such persons, and other intermediaries.



| |                                                                                                   
| | --------------------------------------------------------------------------------------------------
| | Age requirements for members of the
    Management Board and members of the Board of
    Directors

In accordance with article L. 225-19 of the
French Commercial Code and the provisions of our statuts,
members of the Board of Directors may not be more than
70 years old.

In addition, in accordance with our
statuts, the Chairman of the Board, the Chief Executive
Officer and Managing Directors may not be more than
65 years old.

Changes in Our Share Capital



| |                                   
| | ----------------------------------
| | Increases in Our Share
    Capital

Under French company law, our share capital may
be increased only with the approval of our shareholders at an
extraordinary general meeting upon the recommendation of our
board of directors. Increases resulting from the incorporation
of reserves, profits or share premium are resolved by an
extraordinary shareholders meeting acting under the quorum
and majority requirements applicable to ordinary
shareholders meetings. Increases in our share capital may
be effected by the issuance of additional shares, by an increase
in the nominal value of the shares or by the creation of a new
class of equity securities. Increases in our share capital by an
increase of nominal value requires the unanimous consent of all
the shareholders unless effected by capitalization of reserves,
profit or share premium. Our shareholders may delegate to our
board of directors the powers required to carry out in one or
more stages (subject to the time limitations provided by French
law) any increase in share capital previously authorized by our
shareholders (other than for an in-kind contribution). Our board
of directors may further delegate this right to the chairman of
our management board. Each time our shareholders vote for a
capital increase or decide to delegate to our board of directors
the right to effect a capital increase, they must decide whether
or not to proceed with a capital increase reserved to our
employees and employees of our subsidiaries and whether or not
to delegate to our board of directors the right to effect such
reserved capital increase.



| |                                   
| | ----------------------------------
| | Decreases in Our Share
    Capital

Under French company law, our share capital may
be decreased only with our shareholders approval at an
extraordinary general meeting. Decreases in our share capital
can be made either by decreasing the nominal value of the shares
or by reducing the number of outstanding shares. The number of
outstanding shares may be reduced either by an exchange of
shares or by a repurchase and cancellation of our shares. In the
case of a capital reduction, other than a reduction to absorb
losses or a reduction as a part of a program to repurchase our
shares, all shareholders must be offered the possibility to
participate in such reduction and the holders of each class of
shares must be treated equally.

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The history of our issued share capital since
year-end 1998 is described below:

|                                |                                 |               |            |               |         |  |      |       |  
|------------------------------- | ------------------------------- | ------------- | ---------- | ------------- | ------- |  | ---- | ----- | -
|                                |                                 | Number of     |            |               | Share   | 
|                                |                                 | Shares Issued |            |               | Capital | 
|                                |                                 |               |            |               |         | 
|                                |                                 |               |            |              |        
|                                |                                 |               |            | (in millions) |        
|Shares as of December 31, 1998. |                                 |               | 15,775,999 |               |         |  | 48.1 |      
|                                | 1999 increase(a)                |               |            | 124,140       |         |  |      | 0.4   |  
|                                | Subscription to equity issue(b) |               |            | 96,675        |         |  |      | 0.3   |  
|                                | Decrease in capital(c)          |               |            | (238,277      | )       |  |      | (0.7  | )
|Shares as of December 31, 1999  |                                 |               | 15,758,537 |               |         |  | 48.1 |      
|                                | 2000 increase(a)                |               |            | 143,840       |         |  |      | 0.4   |  
|                                | Subscription to equity issue(b) |               |            | 126,928       |         |  |      | 0.4   |  
|                                | Decrease in capital(c)          |               |            | (0            | )       |  |      | (0    | )
|Shares as of December 31, 2000  |                                 |               | 16,029,305 |               |         |  | 48.9 |      
|                                | 2001 increase(a)                |               |            | 118,420       |         |  |      | 0.4   |  
|                                | Subscription to equity issue(d) |               |            | 10,565,723    |         |  |      | 32.2  |  
|                                | Decrease in capital(c)          |               |            | (0            | )       |  |      | (0    | )
|Shares as of December 31, 2001  |                                 |               | 26,713,448 |               |         |  | 81.5 |      
|                                | 2002 increase                   |               |            | 48,565        |         |  |      | 0.1   |  
|                                | 2002 increase(a)                |               |            | 23,250        |         |  |      | 0.1   |  
|                                | Subscription to equity issue(b) |               |            | 98,614        |         |  |      | 0.3   |  
|                                | Decrease in capital             |               |            | (3,475,953    | )       |  |      | (10.6 | )
|Shares as of December 31, 2002  |                                 |               | 23,408,004 |               |         |  | 71.4 |      






|    |                                                        
|--- | -------------------------------------------------------
|(a) | This increase results from exercised stock
    options.



|    |                                                                                                 
|--- | ------------------------------------------------------------------------------------------------
|(b) | This increase results from a new equity issuance
    reserved for employees of Technip-Coflexip.



|    |                                                            
|--- | -----------------------------------------------------------
|(c) | Decrease in capital by cancellation of treasury
    shares.



|    |                                                                          
|--- | -------------------------------------------------------------------------
|(d) | This increase results from our exchange offers
    for Coflexip and ISIS.

Shareholders Meetings and Voting
Rights



| |        
| | -------
| | General

Under French company law, there are two types of
shareholders general meetings, ordinary and extraordinary.

Ordinary general meetings of shareholders are
required for matters such as:



| |   |                                                                                               
| | - | ----------------------------------------------------------------------------------------------
| |  | electing, replacing and removing directors;                                                   
|
| |  | allocating fees to the board of directors;                                                    
|
| |  | appointing statutory auditors;                                                                
|
| |  | approving the annual accounts;                                                                
|
| |  | declaring dividends or authorizing dividends to
    be paid in shares;                        
|
| |  | issuing debt securities; and                                                                  
|
| |  | approving agreements in which members of the
    board of directors are materially interested.

Extraordinary general meetings of shareholders
are required for approval of matters such as amendments to our
bylaws (statuts), including any amendment required in
connection with extraordinary corporate actions. Extraordinary
corporate actions include:



| |   |                                        
| | - | ---------------------------------------
| |  | changing our name or corporate purpose;

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| |   |                                                                                                 
| | - | ------------------------------------------------------------------------------------------------
| |  | increasing or decreasing our share capital;                                                     
|
| |  | creating a new class of equity securities;                                                      
|
| |  | authorizing the issuance of investment
    certificates, convertible or exchangeable securities;
|
| |  | establishing any other rights to equity
    securities;                                         
|
| |  | a statutory merger; and                                                                         
|
| |  | the voluntary winding up of Technip-Coflexip
    prior to the end of its statutory term.        

Special meeting of shareholders of a certain
category of shares are required for any modification of the
rights derived from such category of shares. The resolution of
the shareholders general meeting affecting these rights
are effective only after the approval by the relevant special
meeting.



| |                         
| | ------------------------
| | Annual Ordinary Meetings

French company law requires our board of
directors to convene an annual ordinary general meeting of
shareholders for approval of the annual accounts. This meeting
must be held within six months of the end of each year. This
period may be extended by an order of the President of the
Commercial Court (Tribunal de Commerce). If our board of
directors fails to convene a shareholders meeting, our
statutory auditors may call the meeting. In a bankruptcy, our
liquidator or court-appointed agent may also call a
shareholders meeting in some instances. Our Board of
Directors may convene any shareholders meeting upon proper
notice any time during the year. Our shareholders meeting
may also be convened by the majority shareholders in share
capital or voting rights following a tender offer on the shares
of our company or the acquisition of a controlling block of
shares. In addition, any one of the following may request the
court to appoint an agent to convene a meeting:



| |   |                                                                                                                                                                                    
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | one or several shareholders holding at least 5%
    of our share capital;                                                                                                          
|
| |  | any interested party in cases of emergency;                                                                                                                                        
|
| |  | duly qualified associations of shareholders who
    have held their shares in registered form for at least two years
    and who together hold at least 1% of our voting rights; or
|
| |  | the workers committee in cases of emergency.                                                                                                                                      



| |                                     
| | ------------------------------------
| | Notice of Shareholders
    Meetings

We must announce general meetings at least
30 days in advance by means of a preliminary notice, which
is published in the Bulletin des Annonces Légales
Obligatoires, or BALO. The preliminary notice
must first be sent to the COB. It must contain, among other
things, the time, date and place of the meeting, the agenda, a
draft of the resolutions to be submitted to the shareholders, a
description of the procedures which holders of bearer shares
must follow to attend the meeting and the procedure for voting
by mail or by other means, as the case may be.

At least 15 days prior to the date set for
the meeting on first call, and at least six days before any
second call, we must send a final notice (avis de
convocation) containing the final agenda and other
information for the meeting. The final notice must be sent by
mail to all registered shareholders who have held shares for
more than one month prior to the date of the preliminary notice
and must be published in a newspaper authorized to publish legal
announcements in the local administrative department
(département) in which Technip-Coflexip is
registered, as well as in the BALO, with prior notice having
been given to the COB.

In general, shareholders can only take action at
shareholders meetings on matters listed on the agenda for
the meeting. As an exception to this rule, shareholders may take
action with respect to the dismissal of members of the Board of
Directors or appointment of new members of the Board of
Directors even though these actions have not been included on
the agenda. Additional resolutions to be submitted for approval
by the shareholders at

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the meeting may be proposed to our Board of
Directors within 10 days of the publication of the
preliminary notice in the BALO by:




| |   |                                                                                                                                                                                     
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | one or several shareholders holding a specified
    percentage of shares;                                                                                                           
|
| |  | a duly qualified association of shareholders who
    have held their shares in registered form for at least two years
    and who together hold at least 1% of our voting rights; or
|
| |  | the workers committee.                                                                                                                                                             

Our Board of Directors must submit these
resolutions to a vote of the shareholders.

During the two weeks preceding a
shareholders meeting, any shareholder may submit written
questions to our Board of Directors relating to the agenda for
the meeting. Our Board of Directors must respond to these
questions.



| |                                                    
| | ---------------------------------------------------
| | Attendance and Voting at Shareholders
    Meetings

Shareholders may attend ordinary general meetings
and extraordinary general meetings and exercise their voting
rights subject to the conditions specified in the French company
law and our bylaws (statuts). There is no requirement
that a shareholder have a minimum number of shares in order to
attend or to be represented at an ordinary or extraordinary
general meeting.

In order to participate in any general meeting, a
holder of shares held in registered form must have its shares
registered in its name in a shareholder account maintained by us
or on our behalf by an agent appointed by us no earlier than
five days prior to the date set for the meeting. A holder of
bearer shares must obtain a certificate from the accredited
intermediary with whom the holder has deposited its shares. This
certificate must indicate the number of bearer shares the holder
owns and must state that these shares are not transferable until
the time fixed for the meeting. The holder must deposit this
certificate at the place specified in the notice of the meeting
no earlier than five days before the meeting.



| |                     
| | --------------------
| | Double Voting Rights

Since November 24, 1995, each share held in
registered form on our books in the name of the same holder for
two consecutive years confers on the shareholder the right to
two votes. Our shareholders will also be entitled to the right
to two votes for any additional shares issued as a result of
incorporation of reserves, profits or share premium provided
that such shares are attributed in respect of shares for which
our shareholders have already double voting rights. Each other
share confers on the shareholder the right to one vote. Shares
held in the form of American depositary shares will not confer
double voting rights. If a holder transfers or converts to
bearer form a share previously qualified for two votes, that
share will subsequently confer the right to only one vote.
Revocation of double voting rights would require an amendment to
our bylaws (statuts), which must be approved at an
extraordinary shareholders meeting. As of
December 31, 2002, 2,410,711 of our shares carried double
voting rights, representing approximately 10.3% of our
outstanding shares and approximately 18.74% of our voting rights.



| |                          
| | -------------------------
| | Proxies and Votes By Mail

In general, all shareholders who have properly
registered their shares or duly presented a certificate from
their accredited financial intermediary may participate in
general meetings. Shareholders may participate in general
meetings either in person or by proxy. Shareholders may vote in
person, by proxy or by mail or by any means provided for by our
by-laws, including by remote data transmission (internet) of the
correspondence ballot papers on a proxy form pursuant to
applicable laws and regulations.

Proxies will be sent to any shareholder on
request. In order to be counted, these proxies must be received
at our registered office, or at any other address indicated on
the notice convening the meeting, prior to the date of the
meeting. A shareholder may grant proxies to his or her spouse or
to another shareholder. A shareholder that is a corporation may
grant proxies to a legal representative. The accredited
financial intermediary of non-French resident shareholders may
transfer the vote or the power of these shareholders for a
shareholders meeting.

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Alternatively, the shareholder may send us a
blank proxy without nominating any representative. In this case,
the chairman of the meeting will vote the blank proxies in favor
of all resolutions proposed or agreed by our Board of Directors
and against all others.


With respect to votes by mail, we must send
shareholders a voting form. The completed form must be returned
to us at least three days prior to the date of the
shareholders meeting.



| |       
| | ------
| | Quorum

French company law requires that shareholders
holding at least 25% of the shares entitled to voting rights
must be present in person or voting by mail or by proxy or by
any means including by remote data transmission, in accordance
with the applicable laws and regulations to fulfill the quorum
requirement for:



| |   |                                                                                                                                                         
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | an ordinary general meeting; and                                                                                                                        
|
| |  | an extraordinary general meeting where an
    increase in our share capital is proposed through incorporation
    of reserves, profits or share premium.

For the purposes of attaining a quorum, each of
our shares having double voting rights counts as one share and
not two. The quorum requirement is 33 1/3% of the shares
entitled to voting rights, on the same basis, for any other
extraordinary general meeting.

If a quorum is not attained at a meeting, the
meeting is adjourned. When an adjourned ordinary meeting is
resumed, there is no quorum requirement. No quorum is required
when an adjourned extraordinary general meeting is resumed only
to approve an increase in our share capital through
incorporation of reserves, profits or share premium. In the case
of any other resumed extraordinary general meeting, shareholders
having at least 25% of our outstanding voting rights must be
present in person or voting by mail or by proxy for a quorum. If
a quorum is not attained, the reconvened meeting may be
adjourned for a maximum of two months. No deliberation by the
shareholders may take place without a quorum. However, only
questions which were on the agenda of the adjourned meeting may
be discussed and voted upon.



| |         
| | --------
| | Majority

At an ordinary general meeting of shareholders, a
simple majority of the votes is required to pass such resolution.

A simple majority of shareholders votes
present at the shareholders meeting may pass a resolution
concerning a capital increase by incorporation of reserves,
profits or share premium at an extraordinary general meeting. At
any other extraordinary general meeting, a two-thirds majority
of the shareholder votes present is required.

A unanimous shareholder vote is required to
increase liabilities of shareholders.

Abstention from voting by those present in person
or represented by proxy or voting by mail or present by any
means including by remote data transmission, in accordance with
the applicable laws and regulations is counted as a vote against
the resolution submitted to a shareholder vote.

In general, each shareholder is entitled to one
vote per share at any general meeting, although shares held in
registered form on our books in the name of the same holder for
two years may be qualified for two votes, as we described at
 Shareholders Meetings and Voting
Rights  Double Voting Rights. Under French
company law, shares of a company held by entities controlled
directly or indirectly by that company are not entitled to
voting rights and do not count for quorum or majority purposes.



| |                                                                    
| | -------------------------------------------------------------------
| | Financial Statements and Other
    Communications with Shareholders

In connection with any shareholders
meeting, we must provide a set of documents including our Annual
Report and a summary of the results of the five previous years
to any shareholder who so requests. In addition, French company
law requires that a special report be provided to the ordinary
shareholders meeting regarding stock options we authorized
and/or granted. This report must include options granted to our
Directors and some

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of our employees during the last fiscal year and
the shares that they obtained through the exercise of their
stock options during the past fiscal year.




| |          
| | ---------
| | Dividends

We may only distribute dividends out of our
distributable profits, plus any amounts held in our
reserve which our shareholders decide to make available for
distribution, other than those reserves which are specifically
required by law or our by-laws. Distributable
profits consist of our unconsolidated net profit in each
year, as increased or reduced by any profit or loss carried
forward from prior years, less any contributions to the reserve
accounts pursuant to law or our by-laws.



| |              
| | -------------
| | Legal Reserve

French company law provides that French
sociétés anonymes such as Technip-Coflexip must
allocate 5% of their unconsolidated statutory net profit for
each year to their legal reserve fund before dividends may be
paid with respect to that year. Funds must be allocated until
the amount in the legal reserve is equal to 10% of the aggregate
nominal value of the issued and outstanding share capital. This
restriction on the payment of dividends also applies to each of
our French subsidiaries on an unconsolidated basis. As of
December 31, 2002, our legal reserve was
 9.8
million. The legal reserve of any company subject to this
requirement may only be distributed to shareholders upon
liquidation of the company.



| |                      
| | ---------------------
| | Approval of Dividends

Under French company law, our Board of Directors
may propose a dividend for approval by the shareholders at the
annual general meeting of shareholders. If we have earned
distributable profits since the end of the preceding year, as
reflected in an interim income statement certified by our
auditors, our management board may distribute interim dividends
for a minimum amount of
 0.76 per
share, to the extent of the distributable profits for the period
covered by the interim income statement. Our management board
may declare interim dividends, subject to French law, and may do
so, for interim dividends paid in cash, without obtaining
shareholder approval. For interim dividends paid in shares,
prior authorization by an ordinary shareholders meeting is
required. We have historically declared annual, but not interim
dividends.



| |                          
| | -------------------------
| | Distribution of Dividends

Dividends are distributed to shareholders pro
rata according to their respective holdings of shares.
Outstanding dividends are payable to shareholders on the date of
the shareholders meeting at which the distribution of
dividends is approved. In the case of interim dividends,
distributions are made to shareholders on the date of the
meeting of our Board of Directors in which the distribution of
interim dividends is approved. The actual dividend payment date
is decided by the shareholders in an ordinary general meeting or
by our Board of Directors in the absence of such a decision by
our shareholders.



| |                  
| | -----------------
| | Timing of Payment

Under French company law, we must pay any
dividends within nine months of the end of our fiscal year,
unless otherwise authorized by court order. Dividends on our
shares that are not claimed within five years of the date of
declared payment revert to the French State.

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Changes in Share Capital



| |                           
| | --------------------------
| | Increases in Share Capital

As provided by French company law, our share
capital may be increased only with the shareholders
approval at an extraordinary general meeting following a
recommendation of the management board. Increases in our share
capital may be effected by any of the following means:



| |   |                                                        
| | - | -------------------------------------------------------
| |  | issuing additional shares;                             
|
| |  | increasing the nominal value of existing shares;
    or
|
| |  | creating a new class of equity securities.             

Increases in share capital by issuing additional
securities may be effected by issuing securities for any of the
following contributions:



| |   |                                                                                            
| | - | -------------------------------------------------------------------------------------------
| |  | cash;                                                                                      
|
| |  | assets contributed in kind;                                                                
|
| |  | securities contributed through a tender offer;                                             
|
| |  | conversion of debt securities previously issued;                                           
|
| |  | capitalization of profits, reserves or share
    premiums;                                 
|
| |  | subject to various conditions, in satisfaction of
    debt incurred by Technip-Coflexip; or
|
| |  | any combination of the above.                                                              

Decisions to increase the share capital through
the capitalization of reserves, profits and/or share premium
require the approval of an extraordinary general meeting, acting
under the quorum and majority requirements applicable to
ordinary shareholders meetings. Increases effected by an
increase in the nominal value of shares require unanimous
approval of the shareholders, unless effected by capitalization
of reserves, profits or share premium. All other capital
increases require the approval of an extraordinary general
meeting. See  Shareholders Meetings and
Voting Rights  Attendance and Voting at
Shareholders Meetings.

The shareholders may delegate the right to carry
out any increase in share capital (other than for an in-kind
contribution) to our Board of Directors, provided that the
increase has been previously authorized by the shareholders. Our
Board of Directors may further delegate this right to our
Chairman and Chief Executive Officer. Whenever the shareholders
approve a capital increase or approve the delegation to our
Board of Directors the right to implement a capital increase,
they must also consider whether an additional capital increase
should be reserved for the employees of Technip-Coflexip and its
subsidiaries or whether to delegate to our Board of Directors
the right to carry out such reserved capital increase.



| |                           
| | --------------------------
| | Decreases in Share Capital

Under French company law, any decrease in our
share capital requires approval by our shareholders entitled to
vote at an extraordinary general meeting. Our share capital may
be reduced either by decreasing the nominal value of the
outstanding share capital or by reducing the number of
outstanding shares. In the case of a capital reduction, other
than a reduction to absorb losses or a reduction as part of a
program to purchase our own shares, all holders of shares must
be offered the possibility to participate in a reduction and the
holders of each class of shares must be treated equally.



| |                                   
| | ----------------------------------
| | Preemptive Subscription
    Rights

Under French company law, if we issue for cash
specific securities under which rights are granted, either
immediately or at a later date, to subscribe for new shares,
current shareholders will have preemptive subscription rights to
these securities on a pro rata basis. These preemptive
rights require us to give priority treatment to those

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shareholders. Preemptive subscription rights are
transferable during the subscription period relating to a
particular offering. These rights may also be listed on Euronext
Paris.


A two-third majority of the shares entitled to
vote at an extraordinary general meeting may vote to waive
preemptive subscription rights with respect to any particular
offering. French law requires that our Board of Directors and
our statutory auditors present reports that specifically address
any proposal to waive preemptive subscription rights. In the
event of a waiver, the issue of securities must be completed
within the period prescribed by law. Shareholders may also
decide at an extraordinary general meeting to give the existing
shareholders a non-transferable priority right to subscribe to
the new securities, during a limited period of time.
Shareholders also may notify us that they wish to waive their
own preemptive subscription rights with respect to any
particular offering if they so choose.

Form, Holding and Transfer of Shares



| |               
| | --------------
| | Form of Shares

Our bylaws (statuts) provide that our
shares may be held in registered or bearer form. However, bearer
shares do not qualify for double voting rights.

Holding of
Shares

Under French law, shareholders ownership
interests are represented by book entries instead of
certificates. Certificates may, however, be issued by Euroclear
France if they are to be held outside of France. We maintain a
share account with Euroclear France for all shares in registered
form, which is administrated by BNP Paribas. In addition, we
maintain separate accounts in the name of each shareholder
either directly, or, at a shareholders request, through
the shareholders accredited intermediary. Each shareholder
account shows the name of the holder and the number of shares
held and, in the case of shares held through an accredited
intermediary, it shows that they are held through this
intermediary. BNP Paribas, as a matter of course, issues
confirmations to each registered shareholder as to shares
registered in the shareholders account, but these
confirmations are not documents of title.

Shares held in bearer form are held on the
shareholders behalf in an account maintained by an
accredited intermediary and are registered in an account which
the accredited intermediary maintains with Euroclear France.
That account is separate from our share account with Euroclear
France. Each accredited intermediary maintains a record of
shares held through it and will issue certificates of
registration for the shares that it holds. Shares held in bearer
form may only be transferred through accredited intermediaries
and Euroclear France. Our bylaws (statuts) permit, in
accordance with the applicable legislation, the use of the
procedure known as titres au porteur identifiables,
according to which Euroclear France will, upon the
Companys request, disclose on a specific date a
shareholders name, date of birth (or, in the case of a
legal person, name and date of organization), nationality,
address and the amount of securities held by the shareholder
which have, or may in the future acquire, voting rights, and, as
the case may be, the restrictions that might apply to these
securities.

Holders of shares outside of France may trade
them on Euronext Paris. Upon payment of a fee or commission,
accredited intermediaries can provide assistance to these
holders or to the brokers or agents through whom a sale is to be
effected.

In addition, according to French company law,
shares held by non-French residents may be held on these
shareholders behalf in a collective account or in several
individual accounts held by a financial intermediary. Said
intermediary must declare his position as an intermediary
holding shares on behalf of the beneficial owner.



| |                   
| | ------------------
| | Transfer of Shares

Our bylaws (statuts) do not contain any
restrictions relating to the transfer of shares.

Registered shares must be converted into bearer
form before being transferred on Euronext Paris and,
accordingly, must be registered in an account maintained by an
accredited intermediary. A shareholder may initiate a transfer
by giving instructions to the relevant accredited intermediary.
A fee or commission is payable to

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the broker involved in the transaction,
regardless of whether the transaction occurs within or outside
France. No registration duty is normally payable in France,
unless a transfer instrument has been executed in France.


For dealings on Euronext Paris, an impôt
sur les opérations de Bourse, or tax assessed on the
price at which the securities were traded, is payable by French
residents, at a rate of 0.3% on transactions up to
 153,000
and at a rate of 0.15% thereafter, subject to a rebate of
 23 per
transaction and maximum assessment of
 610 per
transaction. Non-residents of France are generally not subject
to the payment of such impôt sur les opérations de
Bourse.



| |                   
| | ------------------
| | Liquidation Rights

If we are liquidated, any assets remaining after
payment of our debts, liquidation expenses and all of our
remaining obligations will be distributed first to repay in full
the nominal value of our shares. Any surplus will be distributed
pro rata among shareholders in proportion to the nominal
value of their shareholdings.

Requirements for Holdings Exceeding Certain
Percentages

French company law provides that any individual
or entity, acting alone or in concert with others, that becomes
the owner, directly or indirectly, of more than 5%, 10%, 20%,
33 1/3%, 50% or 66 2/3% of the outstanding shares or
voting rights of a French company listed on a regulated market
of Euronext Paris, such as Technip-Coflexip, or that increases
or decreases its shareholding or voting rights above or below
any of those percentages, must notify the company within 15
calendar days of the date it crosses the threshold, of the
number of shares (including in the form of American depositary
shares) it holds and their voting rights. The individual or
entity must also notify the CMF, within five trading days of the
date it crosses the threshold.

French law and the COB regulations impose
additional reporting requirements on persons who acquire more
than 10% or 20% of the outstanding shares or voting rights of a
listed company. These persons must file a report with the
company, the COB and the CMF within 15 days of the date
they cross the threshold. In the report, the acquirer must
specify its intentions for the following 12-month period,
including whether or not it intends to continue its purchases,
to acquire control of the company in question or to seek
nominations to the Board of Directors. The CMF makes the notice
public. The acquirer must also publish a press release stating
its intentions in a financial newspaper of national circulation
in France. The acquirer may amend its stated intentions,
provided that it does so on the basis of significant changes in
its own situation or shareholders. Upon any change of
intentions, it must file a new report.

The requirements described in the
above-paragraphs also apply to registered intermediaries who
hold stock on behalf of shareholders who are not French
residents.

In addition, Article 13 of our bylaws
(statuts) provides that, without prejudice to
requirements under French company law, any individual or entity,
acting alone or in concert with others, that becomes the owner,
directly or indirectly, of more than 1% of our share capital or
voting rights must notify us by a letter with an acknowledgement
or receipt within 5 trading days of the date it crosses the
threshold of the number of shares (including in the form of
American depositary shares) it holds and their voting rights.
This article provides that this obligation to notify us arises
at each increment of 1% up to and including 33%. This article
also obliges our shareholders to notify us each time their
holdings fall below these incremental thresholds. If a person
does not comply with this notification requirement, one or more
shareholders holding 1% or more of our share capital or voting
rights may require a shareholders meeting to deprive the
shares in excess of the relevant threshold of voting rights for
all shareholders meetings for two years following the date
on which the owner complies with the notification requirements.
These requirements also apply to registered intermediaries which
hold shares on behalf of shareholders who are not French
residents.

Under CMF regulations, and subject to limited
exemptions granted by the CMF, any person or persons acting in
concert who come to own more than 33 1/3% of the share
capital or voting rights of a French listed company must
initiate a public tender offer for the balance of the share
capital of that company. We must publish in the BALO, no later
than 15 days after the annual ordinary general meeting of
shareholders, information with respect to the total number of
voting rights as of the date of the meeting. In addition, if the
number of voting

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rights changes by 5% or more between two annual
ordinary general meetings, we must publish in the BALO, within
15 days of our knowledge of this change, the new number of
voting rights and provide the CMF with a written notice. The CMF
publishes the total number of voting rights so notified by all
listed companies in a weekly notice (avis), mentioning
the date each number was last updated. In order to facilitate
compliance with the notification requirements, a holder of
American depositary shares may deliver any such notification to
the depositary and the depositary shall, as soon as practicable,
forward such notification to us and the CMF.


If any person fails to comply with the legal
notification requirements, the shares or voting rights in excess
of the relevant threshold will be deprived of voting rights for
all shareholders meetings until the end of a two-year
period following the date on which the owner thereof complies
with the notification requirements. In addition, any shareholder
who fails to comply with these requirements may have all or part
of its voting rights suspended for up to five years by the
Commercial Court located in the jurisdiction of the registered
office of the Company at the request of the Company, or any
shareholder or the COB, and may be subject to a
 18,000
fine.

If the accredited intermediary which holds shares
on behalf of a shareholder who is not a French resident does not
comply with the above mentioned legal notification requirement,
the voting rights of the shares for which the accredited
intermediary is registered cannot be exercised until such date
as the notification requirement has been met and the payment of
the corresponding dividend is postponed until such date.

In addition, if the accredited intermediary
knowingly fails to comply with such notification requirement, a
court located in the jurisdiction of the headquarters of the
Company may, at the request of the Company or one or several
shareholders representing at least 5% of the capital stock of
the Company, deprive the shares in excess of the relevant
threshold of voting rights, and possibly dividends, for a period
not to exceed 5 years.



| |                           
| | --------------------------
| | Purchase of Our Own Shares

Under French law, we may not issue shares to
ourselves. However, we may, either directly or through a
financial intermediary acting on our behalf, purchase our issued
and outstanding shares for one of three purposes:



| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1. | To reduce our share capital by canceling the
    shares we purchase, with our shareholders approval at an
    extraordinary general meeting;                                                                                                                                                                                                                                                                                                                         
|
| | 2. | To provide shares to our employees under a
    profit-sharing plan or stock option plan;                                                                                                                                                                                                                                                                                                                                                                              
|
| | 3. | To acquire up to 10% of our share capital in
    connection with a corporate share repurchase program, provided
    our shares are listed on a regulated market, such as the
    Premier Marché of Euronext Paris. To acquire our
    shares for this purpose, we first must file an information
    memorandum (Note dinformation) that has received
    the approval, or visa, of the COB and obtain our
    shareholders approval at an ordinary general meeting.

We may not cancel more than 10% of our
outstanding share capital over any 24-month period. In addition,
we may not repurchase pursuant to a profit-sharing or stock
option plan or a share repurchase program an amount of shares
that would result in Technip-Coflexip holding, directly or
through a person acting on our behalf, more than 10% of our
outstanding share capital, or if we have different classes of
shares, 10% of the shares in each class.

We must hold any shares we repurchase in
registered form. These shares also must be fully paid up. Shares
repurchased by us are deemed outstanding under French law but
are not entitled to voting rights, and we may not exercise the
preemptive subscription rights attached to them.

Our shareholders, at an extraordinary general
meeting, may decide to take these shares into account in
determining the preemptive subscription rights attached to the
other shares. However, if our shareholders decide to take them
into account, we must either sell the rights attached to the
shares we hold on the market before the end of the subscription
period or distribute them to the other shareholders on a pro
rata basis.

At the Shareholders Meeting of
April 11, 2003, our shareholders authorized the Board of
Directors to repurchase over the following 18 months up to
10% of our total outstanding share capital, setting a maximum
repurchase price of
 100/share
and a minimum resale price of
 50/share.

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Trading In Our Shares

Under Règlement No. 90-04 of the
COB, as amended, we may not trade in our own shares for the
purpose of manipulating the market. There are three requirements
for trades by a company in its own shares to be considered
valid. Specifically, in order to be deemed valid:



| |   |                                                                                                                                                                                                                                                                                          
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | trades must be executed on behalf of the company
    by only one intermediary or if the company uses its share
    repurchase program in part by way of derivatives, by two
    intermediaries, provided that the issuer is able to ensure the
    appropriate coordination between them;
|
| |  | any block trades may not be made at a price above
    the current market price; and                                                                                                                                                                                                      
|
| |  | each trade must be made at a price that falls
    between the lowest and the highest trading price of the trading
    session during which it is executed.                                                                                                                               

If a companys shares are continuously
quoted (cotation en continu), such as our shares, then a
trade must meet the following further requirements to be
considered valid:



| |   |                                                                                                                                                                                                                                                                                                                                                             
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the trade must not influence the determination of
    the quoted price before the opening of trading, at the opening
    of the trading or session, at the first trade of the shares, at
    the reopening of trading following a suspension, or, as
    applicable, in the last half-hour of any trading session or at
    the fixing of the closing price;
|
| |  | the trade must not be carried out in order to
    influence the price of a derivative instrument relating to the
    companys shares; and                                                                                                                                                                                                                  
|
| |  | the trade must not account for more than 25% of
    the average total daily trading volume in the shares during the
    three trading days immediately preceding the trade. This last
    requirement applies only to trades in shares, such as ours, that
    are admitted on the Deferred Settlement Service
    (Service de Règlement Différé).        

However, there are two periods during which we
are not permitted to trade in our own securities: the 15-day
period before the date on which we make our consolidated or
annual accounts public, and the period beginning on the date at
which we become aware of information that, if disclosed, would
have a significant impact on the market price of our securities
and ending on the date this information is made public.

After making an initial purchase of our own
shares, we must file monthly reports with the COB and the CMF
that contain specified information about subsequent
transactions. The CMF makes this information publicly available.




DESCRIPTION OF OUR AMERICAN DEPOSITARY
SHARES

American Depositary Receipts

Each of our American depositary shares represents
one-fourth of one Technip-Coflexip share deposited with the
custodian, as agent of the depositary, under the deposit
agreement among ourselves, the depositary and yourself as an
American depositary receipt holder. In the future, each American
depositary share may also from time to time represent any
securities, cash or other property deposited with the depositary
but which have not distributed directly to you. Your American
depositary shares will be evidenced by what are known as
American depositary receipts.

You may hold American depositary shares either
directly or indirectly through your broker or other financial
institution. If you hold American depositary shares directly, by
having American depositary shares registered in your name on the
books of the depositary, you are an American depositary receipt
holder. This description assumes you hold your American
depositary shares directly. If you hold the American depositary
shares through your broker or financial institution nominee, you
must rely on the procedures of such broker or financial
institution to assert the rights of an American depositary
receipt holder described in this section. You should consult
with your broker or financial institution to find out what those
procedures are.

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Because the depositarys nominee will
actually be the registered owner of the shares, you must rely on
it to exercise the rights of a shareholder on your behalf. The
obligations of the depositary and its agents are set out in the
deposit agreement. New York law governs the deposit agreement
and the American depositary shares.

The following is a summary of the material terms
of the deposit agreement. Because it is a summary, it does not
contain all the information that may be important to you. For
more complete information, you should read the entire deposit
agreement and the form of American depositary receipt, which
contains the terms of your American depositary shares.

Share Dividends and Other
Distributions



| |                                                                                                                     
| | --------------------------------------------------------------------------------------------------------------------
| | How will I receive dividends and other
    distributions on the shares underlying my American depositary
    shares?

We may make various types of distributions with
respect to our securities. The depositary has agreed to pay to
you the cash dividends or other distributions it or the
custodian receives on shares or other deposited securities,
after deducting its expenses. You will receive these
distributions in proportion to the number of underlying shares
that your American depositary shares represent.

Except as stated below, to the extent the
depositary is legally permitted, it will deliver such
distributions to American depositary receipt holders in
proportion to their interests in the following manner:

Cash.The depositary
will distribute any U.S. dollars available to it resulting
from a cash dividend or other cash distribution or the net
proceeds of sales of any other distribution or portion thereof
(to the extent applicable), on an averaged or other practicable
basis, subject to (i) appropriate adjustments for taxes
withheld, (ii) such distribution being impermissible or
impracticable with respect to certain registered holders and
(iii) deduction of the depositarys expenses in
(1) converting any foreign currency to U.S. dollars to
the extent that it determines that such conversion may be made
on a reasonable basis, (2) transferring foreign currency or
U.S. dollars to the United States by such means as the
depositary may determine to the extent that it determines that
such transfer may be made on a reasonable basis,
(3) obtaining any approval or license of any governmental
authority required for such conversion or transfer, which is
obtainable at a reasonable cost and within a reasonable time and
(4) making any sale by public or private means in any
commercially reasonable manner. If exchange rates fluctuate
during a time when the depositary cannot convert a foreign
currency, you may lose some or all of the value of the
distribution.

Shares.In the case
of a distribution in shares, the depositary will issue
additional American depositary receipts to evidence the number
of American depositary shares representing such shares. Only
whole American depositary shares will be issued. Any shares
which would result in fractional American depositary shares will
be sold and the net proceeds will be distributed to the American
depositary receipt holders entitled thereto.

Rights to receive additional shares.In the case of a distribution of
rights to subscribe for additional shares or other rights, if we
provide satisfactory evidence that the depositary may lawfully
distribute such rights, the depositary may arrange for American
depositary receipt holders to instruct the depositary as to the
exercise of such rights. However, if we do not furnish such
evidence or if the depositary determines it is not practical to
distribute such rights, the depositary may:



| |   |                                                                                                        
| | - | -------------------------------------------------------------------------------------------------------
| |  | sell such rights if practicable and distribute
    the net proceeds as cash; or                        
|
| |  | allow such rights to lapse, in which case
    American depositary receipt holders will receive nothing.

We have no obligation to file a registration
statement under the Securities Act of 1933 in order to make any
rights available to American depositary receipt holders.

Other Distributions.In the case of a distribution of
securities or property other than those described above, the
depositary may either (i) distribute such securities or
property in any manner it deems equitable and practicable,
(ii) to the extent the depositary deems distribution of
such securities or property not to be equitable and practicable,
sell such securities or property and distribute any net proceeds
in the same way it distributes cash

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or (iii) hold the distributed property, in
which case the American depositary shares will also represent
the distributed property.


Any U.S. dollars will be distributed by
checks drawn on a bank in the United States for whole
U.S. dollars and cents (fractional cents will be withheld
without liability for interest and added to future cash
distributions).

The depositary may choose any practical method of
distribution for any specific American depositary receipt
holder, including the distribution of foreign currency,
securities or property, or it may retain such items, without
paying interest on or investing them, on behalf of the American
depositary receipt holder as deposited securities.

The depositary is not responsible if it decides
that it is unlawful or impractical to make a distribution
available to any American depositary receipt holders.

There can be no assurances that the depositary
will be able to convert any currency at a specified exchange
rate or sell any property, rights, shares or other securities at
a specified price, nor that any of such transactions can be
completed within a specified time period.

Deposit, Withdrawal and Cancellation



| |                                                              
| | -------------------------------------------------------------
| | How does the depositary issue American
    depositary shares?

The depositary will issue American depositary
shares if you or your broker deposit Technip-Coflexip shares or
evidence of rights to receive Technip-Coflexip shares with the
custodian. Shares deposited with the custodian must be
accompanied by certain documents, including instruments showing
that such shares have been properly transferred or endorsed to
the person on whose behalf the deposit is being made.

The custodian will hold all deposited shares for
the account of the depositary. American depositary receipt
holders thus have no direct ownership interest in the shares and
only have such rights as are contained in the deposit agreement.
The custodian will also hold any additional securities, property
and cash received on or in substitution for the deposited
shares. The deposited shares and any such additional items are
referred to as deposited securities.

Upon each deposit of shares, receipt of related
delivery documentation and compliance with the other provisions
of the deposit agreement, including the payment of the fees and
charges of the depositary and any taxes or other fees or charges
owing, the depositary will issue an American depositary receipt
or American depositary receipts in the name of the person
entitled thereto evidencing the number of American depositary
shares to which such person is entitled. Certificated American
depositary receipts will be delivered at the depositarys
principal New York office or any other location that it may
designate as its transfer office.



| |                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------
| | How do American depositary receipt holders
    cancel an American depositary share and obtain deposited
    securities?

When you turn in your Technip-Coflexip American
depositary share at the depositarys office, the depositary
will, upon payment of certain applicable fees, charges and
taxes, and upon receipt of proper instructions, deliver the
underlying shares to an account designated by you and maintained
by us, in the case of shares in registered form, or transfer
them to an account of an accredited financial institution on
your behalf in the case of shares in bearer form. At your risk,
expense and request, the depositary may deliver deposited
securities at such other place as you may request.

The depositary may only restrict the withdrawal
of deposited securities in connection with:



| |    |                                                                                                                                                                                                         
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1. | temporary delays caused by closing our transfer
    books or those of the depositary or the deposit of shares in
    connection with voting at a shareholders meeting, or the
    payment of dividends;
|
| | 2. | the payment of fees, taxes and similar charges; or                                                                                                                                                      
|
| | 3. | compliance with any U.S. or foreign laws or
    governmental regulations relating to the American depositary
    receipts or to the withdrawal of deposited securities.                                 

This right of withdrawal may not be limited by
any other provision of the deposit agreement.

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Voting Rights



| |               
| | --------------
| | How do I vote?

If you are an American depositary receipt holder
and the depositary asks you to provide it with voting
instructions, you may instruct the depositary how to exercise
the voting rights for the shares that underlie your American
depositary shares. After receiving voting materials from us, the
depositary will notify the American depositary receipt holders
of any shareholder meeting or solicitation of consents or
proxies. This notice will describe how you may instruct the
depositary to exercise the voting rights for the shares which
underlie your American depositary shares including complying
with the requirements that your name be placed upon our share
register and that you deliver your American depositary shares to
the depositary for holding pending the conclusion of the
meeting. For instructions to be valid, the depositary must
receive them on or before the date specified. The depositary
will try, as far as is practical, subject to the provisions of
and governing the underlying shares or other deposited
securities, to vote or to have its agents vote the shares or
other deposited securities as you instruct. The depositary will
only vote or attempt to vote as you instruct. The depositary
will not itself exercise any voting discretion. Furthermore,
neither the depositary nor its agents are responsible for any
failure to carry out any voting instructions, for the manner in
which any vote is cast or for the effect of any vote.

There is no guarantee that you will receive
voting materials in time to instruct the depositary to vote and
it is possible that you, or persons who hold their American
depositary shares through brokers, dealers or other third
parties, will not have the opportunity to exercise a right to
vote. Additionally, you will not qualify to exercise double
voting rights with respect to the Technip-Coflexip shares
underlying your American depositary shares, even if you have
held your Technip-Coflexip American depositary shares for more
than two years.



| |                                                                                    
| | -----------------------------------------------------------------------------------
| | Can I qualify for double voting rights as
    holder of American depositary shares?

Our bylaws (statuts) provide that each of
our shares that is held in registered form on our books in the
name of the same holder for two years confers on the shareholder
the right to two votes. Because our American depositary shares
do not represent specifically identified Technip-Coflexip
shares, and because the depositary does not hold our shares in
registered form on our books either in its own name or in the
name of American depositary shareholders, our American
depositary shares do not confer double voting rights. The
deposit agreement provides that neither holders of our American
depositary shares nor the depositary will be entitled to
exercise double voting rights unless we have advised the
depositary in writing and have agreed a mechanism for the
allocation of double voting rights with the depositary. We have
neither advised the depositary in writing nor agreed to an
allocation mechanism, and do not currently intend to establish a
mechanism allowing our American depositary shares to confer
double voting rights on their holders.

Record Dates

The depositary may fix record dates for the
determination of the American depositary receipt holders who
will be entitled:



| |    |                                                                                                                                         
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------
| | 1. | to receive a dividend, distribution or rights, or                                                                                       
|
| | 2. | to give instructions for the exercise of voting
    rights at a meeting of holders of ordinary shares or other
    deposited securities,

all subject to the provisions of the deposit
agreement.

Reports and Other Communications



| |                                        
| | ---------------------------------------
| | Will I be able to view our
    reports?

The depositary will make available for inspection
by American depositary receipt holders any written
communications from us that are both received by the custodian
or its nominee as a holder of deposited securities and made
generally available to the holders of deposited securities. We
will furnish these communications in English when so required by
any rules or regulations of the U.S. Securities and
Exchange Commission.

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Additionally, if we make any written
communications generally available to holders of our shares,
including the depositary or the custodian, and the depositary or
the custodian actually receive those written communications, the
depositary will mail copies of them, or, at its option,
summaries of them to American depositary receipt holders.

Fees and Expenses



| |                                                             
| | ------------------------------------------------------------
| | What fees and expenses will I be
    responsible for paying?

American depositary receipt holders will be
charged a fee for each issuance of American depositary shares,
including issuances resulting from distributions of shares,
rights and other property, and for each surrender of American
depositary shares in exchange for deposited securities. The fee
in each case is U.S.$5.00 for each 100 American depositary
shares (or any portion thereof) issued or surrendered.

The following additional charges shall be
incurred by the American depositary receipt holders, by any
party depositing or withdrawing shares or by any party
surrendering American depositary receipts or to whom American
depositary receipts are issued (including, without limitation,
issuance pursuant to a stock dividend or stock split declared by
the Company or an exchange of stock regarding the American
depositary receipts or the deposited securities or a
distribution of American depositary receipts), whichever is
applicable:



| |    |                                                                                                                                                                                                                                                                                                                           
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1. | to the extent permissible under the rules of the
    New York Stock Exchange, a fee of U.S.$0.02 or less per American
    depositary share (or portion thereof) for any cash distribution
    made pursuant to the deposit agreement;                                                                                     
|
| | 2. | to the extent not prohibited by the rules of any
    stock exchange or inter-dealer quotation system upon which the
    American depositary shares are traded, a fee of U.S.$1.50 per
    American depositary receipt or American depositary receipts for
    transfers of certificated American depositary receipts made;
|
| | 3. | stock transfer or other taxes and other
    governmental charges;                                                                                                                                                                                                                                                         
|
| | 4. | cable, telex and facsimile transmission and
    delivery charges incurred at your request;                                                                                                                                                                                                                                
|
| | 5. | transfer or registration fees for the
    registration of transfer of deposited securities on any
    applicable register in connection with the deposit or withdrawal
    of deposited securities; and                                                                                                                   
|
| | 6. | expenses of the depositary in connection with the
    conversion of foreign currency into U.S. dollars.                                                                                                                                                                                                                   

We will pay all other charges and expenses of the
depositary and any agent of the depositary (except the
custodian) pursuant to agreements from time to time between us
and the depositary. The fees described above may be amended from
time to time.

Payment of Taxes

American depositary receipt holders must pay any
tax or other governmental charge payable by the custodian or the
depositary on any American depositary share or American
depositary receipt, deposited security or distribution. If an
American depositary receipt holder owes any tax or other
governmental charge, the depositary may (i) deduct the
amount thereof from any cash distributions or (ii) sell
deposited securities and deduct the amount owing from the net
proceeds of such sale. In either case, the American depositary
receipt holder remains liable for any shortfall. Additionally,
if any tax or governmental charge is unpaid, the depositary may
also refuse to effect any registration, registration of
transfer, split-up or combination of deposited securities or
withdrawal of deposited securities (except under limited
circumstances mandated by securities regulations). If any tax or
governmental charge is required to be withheld on any non-cash
distribution, the depositary may sell the distributed property
or securities to pay such taxes and distribute any remaining net
proceeds to the American depositary receipt holders entitled
thereto.

Reclassifications, Recapitalizations and
Mergers

If we take certain actions that affect the
deposited securities, including (i) any change in par
value, split-up, consolidation, cancellation or other
reclassification of deposited securities or (ii) any
recapitalization, reorganiza-

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tion, merger, consolidation, liquidation,
receivership, bankruptcy or sale of all or substantially all of
our assets, then the depositary may choose to:




| |    |                                                                                                   
| | -- | --------------------------------------------------------------------------------------------------
| | 1. | amend the form of American depositary receipt;                                                    
|
| | 2. | distribute additional or amended American
    depositary receipts;                                
|
| | 3. | distribute cash, securities or other property it
    has received in connection with such actions;
|
| | 4. | sell any securities or property received and
    distribute the proceeds as cash; or              
|
| | 5. | none of the above.                                                                                

If the depositary does not choose any of the
above options, any of the cash, securities or other property it
receives will constitute part of the deposited securities and
each American depositary share will then represent a
proportionate interest in such property.

Amendment and Termination



| |                                              
| | ---------------------------------------------
| | How may the deposit agreement be
    amended?

We may agree with the depositary to amend the
deposit agreement and the American depositary shares without
your consent for any reason. American depositary receipt holders
must be given at least 30 days notice of any
amendment that imposes or increases any fees or charges (other
than stock transfer or other taxes and other governmental
charges, transfer or registration fees, cable, telex or
facsimile transmission costs, delivery costs or other such
expenses), or affects any substantial existing right of American
depositary receipt holders. If an American depositary receipt
holder continues to hold an American depositary receipt or
American depositary receipts after being so notified, such
American depositary receipt holder is deemed to agree to such
amendment. Notwithstanding the foregoing, an amendment can
become effective before notice is given if this is necessary to
ensure compliance with a new law, rule or regulation.

No amendment will impair your right to surrender
your American depositary shares and receive the underlying
securities. If a governmental body adopts new laws or rules
which require the deposit agreement or the American depositary
share to be amended, we and the depositary may make the
necessary amendments, which could take effect before you receive
notice thereof.



| |                                                 
| | ------------------------------------------------
| | How may the deposit agreement be
    terminated?

Upon the resignation or removal of the
depositary, the depositary will, and in other circumstances the
depositary may, terminate the deposit agreement by giving the
American depositary receipt holders at least 30 days
prior notice, and it must do so at our request. After
termination, the depositarys only responsibility will be
(i) to deliver deposited securities to American depositary
receipt holders who surrender their American depositary receipts
and (ii) to hold or sell distributions received on
deposited securities. As soon as practicable after the
expiration of six months from the termination date, the
depositary will sell the deposited securities which remain and
hold the net proceeds of such sales, without liability for
interest, in trust for the American depositary receipt holders
who have not yet surrendered their American depositary receipts.
After making such sale, the depositary shall have no obligations
except to account for such proceeds and other cash. The
depositary will not be required to invest such proceeds or pay
interest on them.

Limitations on Obligations and Liability to
American Depositary Receipt Holders



| |                                                                                                                                                                                  
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Limits on our obligations and the
    obligations of the depositary; limits on liability to American
    depositary receipt holders and holders of American depositary
    shares

The deposit agreement expressly limits the
obligations and liability of the depositary, ourselves and our
respective agents. Neither we nor the depositary nor any such
agent will be liable if:



| |    |                                                                                                                                                                                                                        
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1. | law, regulation, the provisions of or governing
    any deposited securities, act of God, war or other circumstance
    beyond its control shall prevent, delay or subject to any civil
    or criminal penalty any act

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| |    |                                                                                                                                                                                                                                                                                                                                    
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    | which the deposit agreement or the American
    depositary receipts provide shall be done or performed by it;                                                                                                                                                                                                                      
|
| | 2. | it exercises or fails to exercise discretion
    under the deposit agreement or the American depositary receipt;                                                                                                                                                                                                                   
|
| | 3. | it performs its obligations without gross
    negligence or bad faith;                                                                                                                                                                                                                                                             
|
| | 4. | it takes any action or inaction by it in reliance
    upon the advice of or information from legal counsel,
    accountants, any person presenting shares for deposit, any
    registered holder of American depositary receipts, or any other
    person believed by it to be competent to give such advice or
    information; or
|
| | 5. | it relies upon any written notice, request,
    direction or other document believed by it to be genuine and to
    have been signed or presented by the proper party or parties.                                                                                                                                                  

Neither the depositary nor its agents have any
obligation to appear in, prosecute or defend any action, suit or
other proceeding in respect of any deposited securities or the
American depositary receipts. We and our agents shall only be
obligated to appear in, prosecute or defend any action, suit or
other proceeding in respect of any deposited securities or the
American depositary receipts, which in our opinion may involve
us in expense or liability, if indemnity satisfactory to us
against all expense (including fees and disbursements of
counsel) and liability is furnished as often as we require.

The depositary will not be responsible for
failing to carry out instructions to vote the deposited
securities or for the manner in which the deposited securities
are voted or the effect of the vote.

The depositary may own and deal in deposited
securities and in American depositary shares.

Disclosure of Interest in American Depositary
Shares

From time to time we may request you and other
holders and beneficial owners of American depositary shares to
provide information as to:



| |    |                                                                                                                                                                       
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1. | the capacity in which you and other holders and
    beneficial owners own or owned American depositary shares; and                                                    
|
| | 2. | the identity of any other persons then or
    previously interested in such American depositary shares; and
    the nature of such interest and various other matters.

You agree to provide any information requested by
us or the depositary pursuant to the deposit agreement. The
depositary has agreed to use reasonable efforts to comply with
written instructions received from us requesting that it forward
any such requests to you and other holders and beneficial owners
and to forward to us any responses to such requests to the
extent permitted by applicable law.

Requirements for Depositary Actions

We, the depositary or the custodian may refuse to:



| |    |                                                                                                                                                       
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1. | issue, register or transfer an American
    depositary receipt or American depositary receipts;                                                       
|
| | 2. | effect a split-up or combination of American
    depositary receipts;                                                                                 
|
| | 3. | deliver distributions on any such American
    depositary receipts; or                                                                                
|
| | 4. | permit the withdrawal of deposited securities
    (unless the deposit agreement provides otherwise), until the
    following conditions have been met:



| |   |                                                                                                                                                                                                    
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the holder has paid all taxes, governmental
    charges, and fees and expenses as required in the deposit
    agreement;                                                                           
|
| |  | the holder has provided the depositary with any
    information it may deem necessary or proper, including, without
    limitation, proof of identity and the genuineness of any
    signature; and

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| |   |                                                                                                               
| | - | --------------------------------------------------------------------------------------------------------------
| |  | the holder has complied with such regulations as
    the depositary may establish under the deposit agreement.

The depositary may also suspend the issuance of
American depositary shares, the deposit of shares, the
registration, transfer, split-up or combination of American
depositary receipts, or the withdrawal of deposited securities
(unless the deposit agreement provides otherwise), if the
register for American depositary receipts or any deposited
securities is closed or if we or the depositary decide it is
advisable to do so.

Books of Depositary

The depositary or its agent will maintain a
register for the registration, registration of transfer,
combination and split-up of American depositary receipts. You
may inspect such records at such office during regular business
hours, but solely for the purpose of communicating with other
holders in the interest of business matters relating to the
deposit agreement. The depositary will maintain facilities to
record and process the issuance, cancellation, combination,
split-up and transfer of American depositary receipts. These
facilities may be closed from time to time, to the extent not
prohibited by law.

Pre-release of American Depositary
Shares

The depositary may issue American depositary
shares prior to the deposit with the custodian of shares (or
rights to receive shares). This is called a pre-release of the
American depositary shares. A pre-release is closed out as soon
as the underlying shares (or other American depositary shares)
are delivered to the depositary. The depositary may pre-release
American depositary shares only if:



| |    |                                                                                                                             
| | -- | ----------------------------------------------------------------------------------------------------------------------------
| | 1. | the depositary has received collateral for the
    full market value of the pre-released American depositary
    shares; and
|
| | 2. | each recipient of pre-released American
    depositary shares agrees in writing that he or she:                             



| |   |                                                                                                                 
| | - | ----------------------------------------------------------------------------------------------------------------
| |  | owns the underlying shares,                                                                                     
|
| |  | assigns all rights in such shares to the
    depositary,                                                        
|
| |  | holds such shares for the account of the
    depositary, and                                                    
|
| |  | will deliver such shares to the custodian as soon
    as practicable, and promptly if the depositary so demands.

In general, the number of pre-released American
depositary shares will not evidence more than 20% of all
American depositary shares outstanding at any given time
(excluding those evidenced by pre-released American depositary
shares). However, the depositary may change or disregard such
limit from time to time as it deems appropriate. The depositary
may retain for its own account any earnings on collateral for
pre-released American depositary shares and its charges for
issuance thereof.

We reserve the right to instruct the depositary
to suspend pre-releases.

The Depositary



| |                       
| | ----------------------
| | Who is the depositary?

Morgan Guaranty Trust Company of New York, a New
York banking corporation, is a commercial bank offering a wide
range of banking and trust services to its customers in the New
York metropolitan area, throughout the United States and around
the world. The depositarys office is located at 60 Wall
Street, New York, NY 10260.

101



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Taxation



| |                
| | ---------------
| | French Taxation

The following is a general summary of the
material French tax consequences of owning and disposing of our
shares. This summary may only be relevant to you if you are not
a resident of France and you do not hold your shares in
connection with a permanent establishment or a fixed base in
France through which you carry on a business or perform personal
services.

This discussion is intended only as a descriptive
summary. It does not address all aspects of French tax laws that
may be relevant to you in light of your particular
circumstances. It is based on the laws, conventions and treaties
in force as of the date of this annual report, all of which are
subject to change, possibly with retroactive effect, or
different interpretations.

If you are considering buying our shares, you
should consult your own tax advisor about the potential tax
effects of owning or disposing of shares in your particular
situation.



| |                                           
| | ------------------------------------------
| | Taxation on Sale or Disposal of
    Shares

Generally, you will not be subject to any French
income tax or capital gains tax when you sell or dispose of our
shares if both of the following apply to you:



| |   |                                                                                                                                                                                                                
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | you are not a French resident for French tax
    purposes; and                                                                                                                                                 
|
| |  | you have held not more than 25% of our dividend
    rights, known as droits aux bénéfices sociaux,
    at any time during the preceding five years, either directly or
    indirectly, alone or with relatives.

Subject to specific conditions, foreign states,
international organizations and a number of foreign public
bodies are not considered French residents for these purposes.

If a double tax treaty between France and your
country contains more favorable provisions, you may not be
subject to any French income tax or capital gains tax when you
sell or dispose of any of our shares even if one or both of the
above statements applies to you.

If you transfer listed shares using a written
agreement, that agreement must generally be registered. You will
be required to pay a registration duty of 1% of either the
purchase price or the market value of the shares transferred,
whichever is higher. The maximum duty is
 3,049 per
transfer. However, in some circumstances, if the agreement is
executed outside France, you will not be required to pay this
duty.



| |                      
| | ---------------------
| | Taxation of Dividends

In France, companies may only pay dividends out
of income remaining after tax has been paid. When shareholders
resident in France receive dividends from French companies, they
are generally entitled to a tax credit, known as the avoir
fiscal.

The amount of the avoir fiscal is
generally equal to:



| |   |                                                                                                                                                                                                                                     
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 50% of the dividend paid for (i) individuals
    and (ii) companies which own at least 5% of the capital of
    the French distributing company and meet the conditions to
    qualify under the French parent-subsidiary regime; or
|
| |  | 15% of the dividend paid for the other
    shareholders who use the avoir fiscal in 2002, and 10% of
    the dividend paid for such other shareholders who will use the
    avoir fiscal as of January 1, 2003.                     

In addition, if the distribution of dividends by
us gives rise to the précompte, shareholders
entitled to the avoir fiscal at the rate of 15%, and then
10%, will generally be entitled to an additional amount of
avoir fiscal equal to:



| |   |                                                                                                                                   
| | - | ----------------------------------------------------------------------------------------------------------------------------------
| |  | 70% of the précompte paid in cash by
    the company for shareholders entitled to use the avoir
    fiscal at the rate of 15%; and

102



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| |   |                                                                                                                               
| | - | ------------------------------------------------------------------------------------------------------------------------------
| |  | 80% of the précompte paid in cash by
    the company for shareholders entitled to use the avoir
    fiscal at the rate of 10%.

As indicated below, the précompte is
a tax which is paid by French companies when they distribute
dividends out of certain profits (see paragraph below relating
to the précompte) and such dividends carry an
avoir fiscal.

Under French domestic law, French companies must
generally deduct a 25% French withholding tax from dividends
paid to non-residents and shareholders who are not resident in
France are not eligible for the avoir fiscal.

Under most treaties between France and other
countries, the rate of this withholding tax may be reduced in
specific circumstances. Generally, a holder who is a non-French
resident is subsequently entitled to a tax credit in his or her
country of residence for the amount of tax actually withheld.
Under some tax treaties, the withholding tax is eliminated
altogether.

The following countries, French overseas
territories, known as Territoires dOutre-Mer, and
other territories have entered into income tax treaties with
France that provide for the arrangements as summarized below:

|                                                                                                                                      |  |                                                                                                                                 |  |                                                                                                                                   |  |                                                                                                                                                              |  |                                                                                                                
|------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ---------------------------------------------------------------------------------------------------------------
|Australia
    Austria
    Belgium
    Bolivia
    Brazil
    Burkina Faso
    Canada
    Estonia
    Finland
    Gabon
    Germany(1) |  | Ghana
    Iceland
    India
    Israel
    Italy
    Ivory Coast
    Japan
    Latvia
    Lithuania
    Luxembourg
    Malaysia |  | Mali
    Malta
    Mauritius
    Mexico
    Namibia
    Netherlands
    New Zealand
    Niger
    Norway
    Pakistan
    Senegal |  | Singapore
    South Korea
    Spain
    Sweden
    Switzerland
    Togo
    Turkey
    Ukraine
    United Kingdom
    United States of America
    Venezuela |  | French Territoires
    dOutre-Merand
    Others
    Mayotte
    New Caledonia
    Saint-Pierre et
    Miquelon



---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | According to a common statement of the French and
    German tax authorities dated July 13, 2001, German resident
    holders other than individuals are no longer entitled to the
    avoir fiscalfor dividends paid as of January 1,
    2001. As regards German resident individuals, a supplementary
    agreement to the tax treaty between France and Germany was
    signed by the French Republic and the Federal Republic of
    Germany on December 20, 2001, which provides that German
    resident holders, including German resident individual holders,
    should no longer be entitled to the avoir fiscal. Such
    supplementary agreement has been adopted but has not yet been
    published, and, when published, should apply retroactively as of
    January 1, 2002.

Under these treaties, a shareholder who fulfills
specific conditions may generally apply to the French tax
authorities for the following:



| |   |                                                                                                        
| | - | -------------------------------------------------------------------------------------------------------
| |  | a lower rate of withholding tax, generally 15%;
    and                                                
|
| |  | a refund equal to the avoir fiscal, after
    deduction of withholding tax payable on the avoir fiscal.

Except for the United States, none of the
countries or territories listed above has a treaty granting
benefits to holders of American depositary shares, as opposed to
shares. Accordingly, this discussion of treaty benefits does not
apply to American depositary shareholders.

If the arrangements provided by the treaties
entered into with the above listed countries or territories
apply to a shareholder, we will withhold tax from the dividend
at a lower rate, provided that the shareholder has established,
before the date of payment of the dividend, that he or she is
entitled to the lower rate and has complied with the filing
formalities. Otherwise, we must withhold tax at the full rate of
25%, and the shareholder may subsequently claim the excess tax
paid.

103



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Some of the countries and territories listed
above impose additional conditions for corporate entities
wishing to receive the avoir fiscal. In other countries
and territories, individual residents may receive the avoir
fiscal but corporate entities may not.



| |              
| | -------------
| | The Précompte

A French company must pay an equalization tax
known as the précompte to the French tax authorities
if it distributes dividends which carry an avoir fiscal
out of:



| |   |                                                                                           
| | - | ------------------------------------------------------------------------------------------
| |  | profits which have not been taxed at the ordinary
    corporate income tax rate; or       
|
| |  | profits which have been earned and taxed more
    than five years before the distribution.

The amount of the précompte is equal
to 50% of the net dividends before withholding tax.

A shareholder that is not a French resident for
French tax purposes may generally obtain a refund of the amount
of any précompte we actually pay in cash, net of
applicable withholding tax, in two cases:



| |   |                                                                                                                                            
| | - | -------------------------------------------------------------------------------------------------------------------------------------------
| |  | if the shareholder is entitled to the benefits of
    a tax treaty but the treaty does not provide for a refund of the
    avoir fiscal; or
|
| |  | if the shareholder is entitled to the benefits of
    a tax treaty but is not entitled to a refund of the avoir
    fiscal.                



| |                    
| | -------------------
| | Estate and Gift Tax

France imposes estate and gift tax where an
individual or entity acquires shares of a French company from a
non-resident of France by way of inheritance or gift. France has
entered into estate and gift tax treaties with a number of
countries. Under these treaties, residents of those countries
may be exempt from this tax or obtain a tax credit, assuming
specific conditions are met. You should consult your own tax
advisor about whether French estate and gift tax will apply to
you and whether you may claim an exemption or tax credit.



| |           
| | ----------
| | Wealth Tax

You will not be subject to French wealth tax,
known as impôt de solidarité sur la fortune,
with respect to your shares if both of the following apply to
you:



| |   |                                                                                                                                                                
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | you are not a French resident for the purpose of
    French taxation; and                                                                                      
|
| |  | you own less than 10% of our capital stock,
    either directly or indirectly, provided your shares do not
    enable you to exercise influence on our company.

If a double tax treaty between France and your
country contains more favorable provisions, you may not be
subject to French wealth tax even if one or both of the above
statements applies to you.

Taxation of U.S. Investors

The following is a general summary of certain
material U.S. federal income tax and French tax
consequences of owning and disposing of our shares or American
depositary shares. This discussion applies only to
U.S. holders. You will be a U.S. holder if you are the
beneficial owner of our shares or American depositary shares and
all of the following five points apply to you:



| |    |                                                                                                            
| | -- | -----------------------------------------------------------------------------------------------------------
| | 1. | You own, directly or indirectly or through
    attribution, less than 10% of our outstanding share capital,
|
| | 2. | You are any one of the following:                                                                          



| |     |                                                                                                                      
| | --- | ---------------------------------------------------------------------------------------------------------------------
| | (a) | an individual who is a citizen or resident of the
    United States for U.S. federal income tax purposes,            
|
| | (b) | a corporation or certain other entities organized
    in or under the laws of the United States or any state thereof,

104



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| |     |                                                                                                                                                                                                                                             
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (c) | an estate whose income is subject to
    U.S. federal income taxation regardless of its source, or                                                                                                                                          
|
| | (d) | a trust, if a court within the United States is
    able to exercise primary supervision over the administration of
    the trust, and if one or more U.S. persons have the
    authority to control all substantial decisions of the trust,



| |    |                                                                                                                                                                                                                                                                                                                                                                                                                             
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 3. | You are entitled to the benefits of the
    Convention between the Government of the United States of
    America and the Government of the French Republic for the
    Avoidance of Double Taxation and the Prevention of Fiscal
    Evasion with Respect to Taxes on Income and Capital, signed
    August 31, 1994 (the US-France income tax
    treaty) under the limitation on benefits
    article of that treaty,
|
| | 4. | You hold your shares or American depositary
    shares of our Company as capital assets, and                                                                                                                                                                                                                                                                                                                                
|
| | 5. | Your functional currency is the U.S. dollar.                                                                                                                                                                                                                                                                                                                                                                                

If a partnership holds shares or American
depositary shares, the tax treatment of a partner generally will
depend upon the status of the partner and the activities of the
partnership. If you are a partner in a partnership that holds
our shares or American depositary shares, you are urged to
consult your own tax advisor regarding the specific tax
consequences of owning and disposing of such shares or American
depositary shares.

Special rules may apply to insurance companies,
tax-exempt organizations, financial institutions,
U.S. expatriates, persons subject to the alternative
minimum tax, securities broker-dealers, persons holding our
shares or American depositary shares as part of a straddle,
hedging transaction or conversion transaction, persons who
acquired our shares pursuant to the exercise of employee stock
options or similar derivative securities or otherwise as
compensation, among others. Those special rules, except certain
rules applicable to certain tax-exempt investors, are not
discussed in this annual report. Furthermore, this discussion is
based upon current U.S. and French law and practice. This
summary is subject to any changes or changes in interpretation
to U.S. or French law or practice occurring after the date
hereof, and such changes may have retroactive effect. In
addition, this summary is based, in part, upon representations
made by the depositary to us and assumes that the deposit
agreement, and all other related agreements, will be performed
in accordance with their terms. Investors should consult
their own tax advisors concerning the French, U.S. federal,
state or local income tax consequences of the ownership or
disposition of our shares or American depositary shares in light
of their particular situations as well as any consequences
arising under the laws of any other taxing jurisdiction.



| |                      
| | ---------------------
| | Taxation of Dividends

Withholding Tax and Avoir Fiscal

In France, companies may only pay dividends out
of income remaining after tax has been paid. When shareholders
resident in France receive dividends from French companies, they
are generally entitled to a tax credit, known as the avoir
fiscal.

The amount of the avoir fiscal is
generally equal to:



| |   |                                                                                                                                                                                                                                     
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 50% of the dividend paid for (i) individuals
    and (ii) companies which own at least 5% of the capital of
    the French distributing company and meet the conditions to
    qualify under the French parent-subsidiary regime; or
|
| |  | 15% of the dividend paid for the other
    shareholders who use the avoir fiscal in 2002, and 10% of
    the dividend paid for such other shareholders who will use the
    avoir fiscal as of January 1, 2003.                     

In addition, if the distribution of dividends by
us gives rise to the précompte, shareholders
entitled to the avoir fiscal at the rate of 15%, and then
10%, will generally be entitled to an additional amount of
avoir fiscal equal to:



| |   |                                                                                                                                   
| | - | ----------------------------------------------------------------------------------------------------------------------------------
| |  | 70% of the précompte paid in cash by
    the company for shareholders entitled to use the avoir
    fiscal at the rate of 15%; and
|
| |  | 80% of the précompte paid in cash by
    the company for shareholders entitled to use the avoir
    fiscal at the rate of 10%.    

105



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As indicated below, the précompte is
a tax which is generally paid by French companies when they
distribute dividends out of certain profits (see paragraph below
relating to the précompte) and such dividends carry
an avoir fiscal.

Under French domestic law, French companies must
normally deduct a 25% French withholding tax from dividends paid
to non-residents and shareholders who are not resident in France
are not eligible for the avoir fiscal.

Under the U.S.-France income tax treaty, this
withholding tax is reduced to 15% if your ownership of the
shares or American depositary shares is not effectively
connected with a permanent establishment or a fixed base that
you have in France, and some other requirements are satisfied.

Additional provisions of the U.S.-France income
tax treaty apply if you are considered an eligible
U.S. holder of shares or American depositary shares. You
are eligible if your ownership of the shares or
American depositary shares is not effectively connected with a
permanent establishment or a fixed base that you have in France
and any one of the following four points applies to you:



| |    |                                                                                                                                                                                                                                                                           
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1. | you are an individual or other non-corporate
    holder that is a resident of the United States for purposes of
    the U.S.-France income tax treaty,                                                                                                                    
|
| | 2. | you are a U.S. corporation, other than a
    regulated investment company,                                                                                                                                                                                                
|
| | 3. | you are a U.S. corporation which is a
    regulated investment company, provided that less than 20% of
    your shares are beneficially owned by persons who are neither
    citizens nor residents of the United States, or                                              
|
| | 4. | you are a partnership or trust that is a resident
    of the United States for purposes of the U.S.-France income tax
    treaty, but only to the extent that your partners, beneficiaries
    or grantors would qualify as eligible under point 1
    or point 2 above.

If you are an eligible U.S. holder, we will
withhold tax from your dividend at the reduced rate of 15%,
provided that you have previously established that you are a
resident of the United States under the U.S.-France income tax
treaty in accordance with the following procedures:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | you must complete French Treasury Form RF I
    A EU-No. 5052 and send it to the French paying agent before
    the date of payment of the dividend. If you are not an
    individual, you must also send the French paying agent an
    affidavit attesting that you are the beneficial owner of all the
    rights attached to the full ownership of our shares or American
    depositary shares, including, among other things, the dividend
    rights;
|
| |  | if you cannot complete Form RF I A
    EU-No. 5052 before the date of payment of the dividend, you
    may complete a simplified certificate and send it to the French
    paying agent, or, if any, to the U.S. bank managing your
    account holding our shares or to the depositary, as the case may
    be, before the date of payment of the dividend. This certificate
    must state all of the following five points:                              



| |     |                                                                                                                                                                                               
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | you are a resident of the United States for
    purposes of the U.S.-France income tax treaty,                                                                                                
|
| | (b) | your ownership of our shares or American
    depositary shares is not effectively connected with a permanent
    establishment or a fixed base in France,                                     
|
| | (c) | you own all the rights attached to the full
    ownership of our shares or American depositary shares,
    including, among other things, the dividend rights,                                
|
| | (d) | you fulfill all the requirements under the
    U.S.-France income tax treaty to be entitled to the reduced rate
    of withholding tax and to be entitled to receive the avoir
    fiscal, and
|
| | (e) | you claim the reduced rate of withholding tax and
    payment of the avoir fiscal.                                                                                                            

If you are not an eligible U.S. holder, or
if you have not completed Form RF I A EU-No. 5052 or the
five-point certificate before the dividend payment date, we will
deduct French withholding tax at the rate of 25%. In that case,
you may claim a refund from the French tax authorities of the
excess withholding tax.

106



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As an eligible U.S. holder, you
may also be entitled to a payment from the French Treasury equal
to the avoir fiscal, which you may claim by completing
Form RF I A EU-No. 5052 and sending it to the French
tax authorities before December 31 of the second year
following the year during which the dividend is paid. You will
be entitled to a payment equal to the avoir fiscal, less
a 15% withholding tax on the avoir fiscal. As noted
below, you will not receive this payment until after the close
of the calendar year in which the dividend was paid. To receive
the payment, you must submit a claim to the French tax
authorities and attest that you are subject to U.S. federal
income taxes on the payment of the avoir fiscal and the
related dividend. For partnerships or trusts, the partners,
beneficiaries or grantors must make the attestation.

Specific rules apply to the following:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                             
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | tax-exempt U.S. pension funds, which include
    the exempt pension funds established and managed in order to pay
    retirement benefits subject to the provisions of
    Section 401(a) of the Internal Revenue Code (qualified
    retirement plans), Section 403(b) of the Internal Revenue
    Code (tax deferred annuity contracts) or Section 457 of the
    Internal Revenue Code (deferred compensation plans), and
|
| |  | various other tax-exempt entities, including
    certain state-owned institutions, not-for-profit organizations
    and individuals with respect to dividends which they
    beneficially own and which are derived from an investment
    retirement account.                                                                                                                                                              

Entities in these two categories are eligible for
the reduced withholding tax rate of 15% on dividends, subject to
the same withholding tax filing requirements as eligible
U.S. holders, except that they may have to supply
additional documentation evidencing their entitlement to these
benefits. These entities are not entitled to the full avoir
fiscal. However, these entities may claim a partial avoir
fiscal equal to 30/85 of the gross avoir fiscal, less
withholding tax on this amount, provided they own, directly or
indirectly, less than 10% of our capital and they satisfy the
filing requirements specified in the IRS regulations.

The avoir fiscal or partial avoir
fiscal and any French withholding tax refund are generally
expected to be paid within 12 months after the holder of
shares or American depositary shares files Form RF I A
EU-No. 5052. However, they will not be paid before
January 15 following the end of the calendar year in which
the dividend is paid.

For U.S. federal income tax purposes, the
gross amount of any distribution and any related avoir
fiscal payment, including any French tax withheld, will be
included in your gross income as ordinary income when payment is
received by you (or the depositary, if you hold American
depositary shares), to the extent they are paid or deemed paid
out of our current or accumulated earnings and profits as
calculated for U.S. federal income tax purposes. To the
extent, if any, that the amount of any such distribution exceeds
Technip-Coflexips current and accumulated earnings and
profits as calculated for U.S. federal income tax purposes,
it will be treated first as a tax-free return of capital and
thereafter any excess will be treated as capital gain. Dividends
paid by us will not give rise to the dividends received
deduction generally allowed to U.S. corporations with
respect to dividends received from other U.S. corporations.
Dividends will generally constitute foreign source
passive income for foreign tax credit purposes (or,
for some holders, foreign source financial services
income).

Further, the amount of any dividend paid in euro,
including any French tax withheld, will, for U.S. federal
income tax purposes, be equal to the U.S. dollar value of
the euro amount received calculated by reference to the exchange
rate in effect on the date the dividend is received by you, in
the case of shares, or by the depositary, in the case of
American depositary shares, regardless of whether the payment is
in fact converted into U.S. dollars. If you do not convert
any such foreign currency that is received by you into
U.S. dollars on the date you receive it, you will have a
basis in that foreign currency equal to its U.S. dollar
value on the date of receipt. Any gain or loss resulting from
currency fluctuations during the period from the date the
dividend is includible in your gross income to the date this
payment is converted into U.S. dollars will be treated as
U.S. source ordinary income or loss. You may also be
required to recognize foreign currency gain or loss if you
receive a refund under the U.S.-France income tax treaty of tax
withheld in excess of the treaty rate. This foreign currency
gain or loss generally will be U.S. source ordinary income
or loss.

French withholding tax imposed on the dividends
you receive and on any avoir fiscal at 15% under the
U.S.-France income tax treaty is treated as payment of a foreign
income tax. You may take this amount as a credit

107



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against your U.S. federal income tax
liability, subject to complex conditions and limitations, or you
may alternatively choose to deduct all foreign taxes paid by you
as itemized deductions in the taxable year.




| |              
| | -------------
| | The Précompte

A French company must generally pay an
equalization tax known as the précompte to the
French tax authorities if it distributes dividends which carry
an avoir fiscal out of:



| |   |                                                                                           
| | - | ------------------------------------------------------------------------------------------
| |  | profits which have not been taxed at the ordinary
    corporate income tax rate, or       
|
| |  | profits which have been earned and taxed more
    than five years before the distribution.

The amount of the précompte is equal
to 50% of the net dividends before withholding tax.

If you are not entitled to the full avoir
fiscal, you may generally obtain a refund from the French
tax authorities of any précompte paid by us with
respect to dividends distributed to you. Under the U.S.-France
income tax treaty, the amount of the précompte
refunded to U.S. residents is reduced by the 15%
withholding tax applicable to dividends and by the partial
avoir fiscal, if any. You are entitled to a refund of any
précompte which we actually pay in cash, but not to
any précompte which we pay by off-setting French
and/or foreign tax credits. To apply for a refund of the
précompte, you should file French Treasury
Form RF I B EU-No. 5053 before the end of the second
year following the year in which the dividend was paid. The form
and its instructions are available from the IRS in the United
States or from the French Centre des Impôts des
Non-Résidents whose address is 9 rue dUzès,
75094 Paris Cédex 2, France.

For U.S. federal income tax purposes, the
gross amount of the précompte will be included in
your gross income as ordinary income in the year you receive it.
It will generally constitute foreign source passive
income for foreign tax credit purposes (or, for some holders,
foreign source financial services income). The
amount of any précompte paid in euro, including any
French withholding taxes, will be equal to the U.S. dollar
value of the euro amount received on the date the
précompte is included in income which, for a
U.S. holder of American depositary shares, will be the date
of receipt by the depositary, regardless of whether the payment
is in fact converted into U.S. dollars. Any gain or loss
resulting from currency exchange fluctuations during the period
from the date the dividend is includible in your gross income to
the date this payment is converted into U.S. dollars will
be treated as U.S. source ordinary income or loss.



| |                          
| | -------------------------
| | Taxation of Capital Gains

If you are a resident of the United States for
purposes of the U.S.-France income tax treaty, you will not be
subject to French tax on any capital gain if you sell or
exchange your shares or American depositary shares, unless you
have a permanent establishment or fixed base in France and the
shares or American depositary shares you sold or exchanged were
part of the business property of that permanent establishment or
fixed base. Special rules apply to individuals who are residents
of more than one country.

In general, for U.S. federal income tax
purposes, you will recognize capital gain or loss if you sell or
exchange your shares or American depositary shares in an amount
equal to the difference between the amount realized for the
share or American depositary share and your basis in the share
or American depositary share (determined in U.S. dollars).
This gain or loss generally will be U.S. source gain or
loss, and will be treated as long-term capital gain or loss if
your holding period in the share or American depositary share
exceeds one year at the time of disposition. The deductibility
of capital losses is subject to significant limitations. If you
are an individual, any capital gain generally will be subject to
U.S. federal income tax at preferential rates if you meet
specified minimum holding periods.

Further, deposits or withdrawals of shares by you
for American depositary shares will not be subject to
U.S. federal income tax.



| |                                                          
| | ---------------------------------------------------------
| | Recent U.S. Tax Law Changes Applicable to
    Individuals

Recent U.S. tax legislation generally has reduced
the rates of tax payable by individuals (as well as certain
trusts and estates) on many items of income. Under the Jobs and
Growth Tax Relief Reconciliation Act of 2003

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(the 2003 Act), the marginal tax
rates applicable to ordinary income generally have been lowered
effective January 1, 2003. Furthermore, for capital assets
held for over one year and sold or exchanged on or after
May 6, 2003 but in taxable years beginning before
January 1, 2009, the maximum rate of tax generally will be
15% (rather than the higher rates of tax generally applicable to
items of ordinary income). Finally, qualified dividend
income received in taxable years beginning after
December 31, 2002 and beginning before January 1,
2009, generally will be taxed at the rates applicable to these
capital gains (i.e., a maximum rate of 15%) rather than the
rates applicable to other items of ordinary income. For this
purpose, qualified dividend income generally
includes dividends received from U.S. corporations as well as
from certain non-U.S. corporations. The exact extent to which
dividends paid by non-U.S. corporations will constitute
qualified dividend income and the effect of such
status on the ability of a taxpayer to utilize associated
foreign tax credits is not entirely clear at present, but it is
anticipated that a number of uncertainties will be clarified
through administrative pronouncements throughout the remainder
of 2003. In the meantime, investors are urged to consult their
own tax advisors regarding the impact on their particular
situations of the provisions of the 2003 Act.




| |                                              
| | ---------------------------------------------
| | Passive Foreign Investment Company
    Status

A non-U.S. corporation will be classified as
a Passive Foreign Investment Company (a PFIC) for
any taxable year if at least 75% of its gross income consists of
passive income (such as dividends, interest, rents, royalties,
or gains on the disposition of certain minority interests), or
at least 50% of the average value of its assets consist of
assets that produce, or are held for the production of, passive
income. If we were characterized as a PFIC for any taxable year,
you would suffer adverse tax consequences. These consequences
may include having gains realized on the disposition of shares
or American Depositary Shares treated as ordinary income rather
than capital gains and being subject to punitive interest
charges on certain dividends and on the proceeds of the sale or
other disposition of the shares or American Depositary Shares.

You should consult your own tax advisor regarding
the potential application of the PFIC rules to your ownership of
our shares or American Depositary Shares. Furthermore, dividends
paid by a PFIC will not be eligible for qualified divided
income status, as described above.



| |                             
| | ----------------------------
| | French Estate and Gift Taxes

Under The Convention Between the United
States of America and the French Republic for the Avoidance of
Double Taxation and the Prevention of Fiscal Evasion with
Respect to Taxes on Estates, Inheritance and Gifts of
November 24, 1978, if you transfer your shares or
American depositary shares by gift, or if they are transferred
by reason of your death, that transfer will be subject to French
gift or inheritance tax only if one of the following applies:



| |   |                                                                                                                                                                                                                       
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | you are domiciled in France at the time of making
    the gift, or at the time of your death, or                                                                                                                      
|
| |  | you used your shares or American depositary
    shares in conducting a business through a permanent
    establishment or fixed base in France, or you held such shares
    or American depositary shares for that use.



| |                  
| | -----------------
| | French Wealth Tax

The French wealth tax does not generally apply to
shares or American depositary shares if the holder is a resident
of the United States for purposes of the U.S.-France income tax
treaty.



| |                                                               
| | --------------------------------------------------------------
| | United States Information Reporting and
    Backup Withholding

Dividend payments and proceeds paid from the
sale, exchange, redemption or disposal of your shares or
American depositary shares may be subject to information
reporting to the IRS and possible U.S. federal backup
withholding at a current rate of 28%. Backup withholding will
not apply to a holder who furnishes a correct taxpayer
identification number or certificate of foreign status and makes
any other required certification, or who is otherwise exempt
from backup withholding. U.S. persons who are required to
establish their exempt status generally must provide IRS
Form W-9 (Request for Taxpayer Identification Number and
Certification).

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Non-U.S. holders generally will not be
subject to U.S. information reporting or backup
withholding. However, these holders may be required to provide
certification of non-U.S. status in connection with
payments received in the United States or through some
U.S.-related financial intermediaries. Backup withholding is not
an additional tax. Amounts withheld as backup withholding may be
credited against your U.S. federal income tax liability.
You may obtain a refund of any excess amounts withheld under the
backup withholding rules by filing the appropriate claim for a
refund with the IRS and furnishing any required information.


Dividends and Paying Agents

Not applicable.

Statements by Experts

Not applicable.

Documents on Display

The documents referred to in this annual report
can be read at the U.S. Securities and Exchange
Commissions public reference facilities at Room 1024,
450 Fifth Street, N.W., Washington, D.C. 20549. Please
call the SEC at 1-800-SEC-0330 for more information on the
public reference room and their copy charges.

Subsidiary Information.

Not applicable.

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Item 11.  Quantitative And
Qualitative Disclosures About Market Risk

The information provided below contains
certain forward-looking statements that involve inherent risks,
uncertainties and other factors, principally with respect to
unanticipated changes in foreign exchange or interest rates and
fluctuations in the level of our exposure to market risks.
Actual results may differ from those set forth in any
forward-looking statements.

Our major market risk consists of fluctuations in
currency exchange rates. We use simple derivative financial
instruments primarily to manage this risk exposure. These
financial instruments are designated as hedges of underlying
exposures associated with specific revenues, costs, assets,
liabilities or commitments. Fair value calculations are
presented in Note 27(b) to the Technip-Coflexip
consolidated financial statements included in this annual report
and are set out in the table below.

Cash Management

Cash surpluses are almost entirely denominated in
euro and U.S. dollars (or Malaysian ringgit which had a fixed
exchange rate with the U.S. dollar as of December 31,
2002), or British Pound, or Norge crown, or Brazilian real. Part
of the cash surplus is allocated to forecasted expenditures on
given projects. We invest these cash surpluses in short-term
floating investments to ensure liquidity and avoid interest rate
risk.

Since the beginning of 2000, we have used a
dedicated financing entity (EEIG Technip Eurocash) to manage
centrally our cash and hedging, with the exception of cash held
by our Malaysian, Singaporian, Saudi Arabian, Brazilian
subsidiaries and most Coflexip foreign subsidiaries. Each
participating subsidiary transfers its cash surplus to EEIG
Technip Eurocash and requests cash when needed. Cash flow
forecasts are centrally analyzed on a regular basis by EEIG
Technip Eurocash.

Debt Management

We have limited financial debt
( 1,337.5 million,
 1,638.9 million
and
 196 million
at December 31, 2002, 2001 and 2000, respectively). 2002
figure includes
 90.4 million
redemption premium of convertible bonds issued on 2002.

On December 31, 2002, our short term debt of
 297 million,
is composed of the following:



| |   |                                                                                               
| | - | ----------------------------------------------------------------------------------------------
| |  | Commercial paper for
     276 million
    with an average maturity of less than three months,
|
| |  | Short term part of the long term debts, which
    amounts to
     13.1
    million, and      
|
| |  | Bank overdrafts and others for
     7.9 million.                                             

The outstanding amount of the Coflexip credit
facility, obtained for the Aker Maritime Deepwater Division
acquisition, was U.S.$ 174 million as of December 31,
2002. Additionally, the Coflexip debt used for the Sunrise
2000 project was U.S.$ 13.7 million as of
December 31, 2002.

At the end of January 2002, Technip-Coflexip
issued a debenture loan with a conversion option into new shares
and/or exchange in existing shares (OCEANE offer) for an amount
of
 793.5 million.
The reimbursement date was set on January 1, 2007 for bonds
not converted into shares at this date.

The OCEANE offer, which received the COB final
visa on January 22, 2002, has the following characteristics:



| |   |                                                                                                                  
| | - | -----------------------------------------------------------------------------------------------------------------
| |  | Issued at a price of
     170
    (number of bonds issued: 4,667,647),                                          
|
| |  | The coupon payable on January 1 of each year
    amounts to 1% per year of the bonds nominal value,              
|
| |  | The reimbursement date was set on January 1,
    2007 for bonds not converted into shares at this date,          
|
| |  | The bond reimbursement price as of
    January 1, 2007 is
     190.07 in
    case of non conversion or exchange,
|
| |  | The actuarial yield rate for the bondholder is
    3.25% per year in case of non conversion or exchange.         

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The debenture loan was used
mid-February 2002 to reimburse part of the credit facility
issued by Technip-Coflexip to finance the purchase of Coflexip
shares.

Technip-Coflexip repurchased 165,653 convertible
bonds during December 2002 to the amount of
 26.9 million.

In accordance with the issuing contract, which
received the COB final visa on January 22, 2002, the
165,653 convertible bonds repurchased have been have been
cancelled, reducing the amount to
 765.3 million
on December 31, 2002.

For Technip-Coflexips unused and confirmed
multicurrency banking credit lines as of December 31, 2002,
see Item 5.

Fair Value of On Balance-Sheet Financial
Instruments

We report marketable securities included in cash
and cash equivalents at market prices in our consolidated
financial statements included in this annual report. The fair
value of all current assets and liabilities (cash and cash
equivalents, accounts and notes receivables, advances to
suppliers, accounts and notes payable, other creditors) is
considered to be equivalent to the carrying amounts due to the
short maturity to these items.

The fair value of the long-term debt determined
on a borrowing-by-borrowing basis, by discounting future cash
flows using the borrowing rates at the balance sheet dates for
similar types of borrowing arrangement, is approximated by the
carrying value.

Currency Risk

We operate under long-term contracts that are
frequently denominated in currencies other than our functional
currency, the euro. For the three years ended December 31,
2002, sales denominated in non-euro currencies were
approximately 67% of our total net sales, of which more than 77%
were denominated in U.S. dollars. Approximately 25% of our
operating expenses during this period were denominated in U.S.
dollars and significant amounts were also denominated in
Japanese yen, British pound, Malaysian ringitt, Brazilian Real
and Norwegian Crown.

Our policy is to continually assess our exposure
to exchange risk on contracts and, whenever practicable, to
reduce risks by incurring operating expenses in the same
currency in which the corresponding net sales are generated. We
further reduce our exposure to exchange rate fluctuations
through the use of forward exchange contracts, currency exchange
rate guarantees or options when we believe it appropriate.
Typically, we hedge a contract once it has been awarded or, in
some cases, at the latest, once it comes into force. However,
because we may be subject to significant exchange rate exposure
during the period from the contract bid to the awarding of the
contract, we may, depending on our appreciation of the
probability that the contract will be awarded to us and on
market conditions, enter into currency options or currency
exchange rate guarantees for contracts on which we have bid
(see Note 1(r)) to the Technip-Coflexip consolidated
financial statements included in this prospectus).

We do not enter into forward exchange contracts
or exchange options for purpose other than described above. Our
policy does not permit us to take, or authorize our subsidiaries
or businesses to take, speculative market positions.

The tables below present the maturities and fair
value of our hedging instruments as of December 31, 2002,
and December 31, 2001, respectively and are based on
maturities and interest and exchange rates at these same dates
and present future cash flows generated by derivatives
instruments.

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As of December 31, 2002

|                                       |        |                                      |       |       |      |  |       |       |            |  |      |      |  |      |   |   |         |  |   |       |  |  |       |   |  |  |         |         |  |  |       |       |  
|-------------------------------------- | ------ | ------------------------------------ | ----- | ----- | ---- |  | ----- | ----- | ---------- |  | ---- | ---- |  | ---- | - | - | ------- |  | - | ----- |  |  | ----- | - |  |  | ------- | ------- |  |  | ----- | ----- | -
|                                       |        |                                      |       |       |      |  |       |      
|                                       |        | Maturing in year ending December 31, |       |       |      |  |       |       |           
|                                       |        |                                      |       |       |      |  |       |       | Fair value | 
|Foreign Exchange contracts             |        | 2003                                 |       |       | 2004 |  |       | 2005  |            |  | 2006 |      |  | 2007 |   |   | 5 years |  |   | Total |  |  | Total |  
|                                       |        |                                      |       |       |      |  |       |       |            |  |      |      |  |      |   |   |         |  |   |       |  |  |       |  
|                                       |        |                                     
|                                       |        | (In millions of EUR)                 |      
|Sell currency, buy national currencies |        |                                      |       |       |      |  |       |       |            |  |      |      |  |      |   |   |         |  |   |       |  |  |       |   |  |  |         |         |  |  |       |      
|                                       | U.S.$  |                                      |       | 748.4 |      |  |       | 340.6 |            |  |      | 40.2 |  |      |   |  |         |  |   |      |  |  |       |  |  |  |         | 1,129.2 |  |  |       | 107.3 |  
|                                       | GBP    |                                      |       | 35.8  |      |  |       |      |            |  |      |     |  |      |   |  |         |  |   |      |  |  |       |  |  |  |         | 35.8    |  |  |       | 0.1   |  
|                                       | AED    |                                      |       | 6.1   |      |  |       | 1.5   |            |  |      |     |  |      |   |  |         |  |   |      |  |  |       |  |  |  |         | 7.6     |  |  |       | 1.3   |  
|                                       | Others |                                      |       | 10.1  |      |  |       |      |            |  |      |     |  |      |   |  |         |  |   |      |  |  |       |  |  |  |         | 10.1    |  |  |       | 2.2   |  
|                                       |        |                                      |       |       |      |  |       |       |            |  |      |      |  |      |   |   |         |  |   |       |  |  |       |  
|Total                                  |        |                                      | 800.5 |       |      |  | 342.1 |       |            |  | 40.2 |      |  |      |  |   |         |  |  |       |  |  |      |   |  |  | 1,182.8 |         |  |  | 110.9 |      
|                                       |        |                                      |       |       |      |  |       |       |            |  |      |      |  |      |   |   |         |  |   |       |  |  |       |  
|Buy currency, sell national currencies |        |                                      |       |       |      |  |       |       |            |  |      |      |  |      |   |   |         |  |   |       |  |  |       |   |  |  |         |         |  |  |       |      
|                                       | U.S.$  |                                      |       | 252.2 |      |  |       | 194.3 |            |  |      | 41.7 |  |      |   |  |         |  |   |      |  |  |       |  |  |  |         | 488.2   |  |  |       | (40.2 | )
|                                       | JPY    |                                      |       | 8.5   |      |  |       | 10.7  |            |  |      |     |  |      |   |  |         |  |   |      |  |  |       |  |  |  |         | 19.2    |  |  |       | (1.2  | )
|                                       | GBP    |                                      |       | 38.3  |      |  |       |      |            |  |      |     |  |      |   |  |         |  |   |      |  |  |       |  |  |  |         | 38.3    |  |  |       | (1.5  | )
|                                       | Others |                                      |       | 0.2   |      |  |       |      |            |  |      |     |  |      |   |  |         |  |   |      |  |  |       |   |  |  |         |        |  |  |       | 0.2   |  
|                                       |        |                                      |       |       |      |  |       |       |            |  |      |      |  |      |   |   |         |  |   |       |  |  |       |  
|Total                                  |        |                                      | 299.2 |       |      |  | 205   |       |            |  | 41.7 |      |  |      |  |   |         |  |  |       |  |  |      |   |  |  | 545.9   |         |  |  | (42.9 | )    
|                                       |        |                                      |       |       |      |  |       |       |            |  |      |      |  |      |   |   |         |  |   |       |  |  |       |  
|Sell/buy foreign currencies            |        |                                      | 156   |       |      |  | 13.6  |       |            |  | 1.6  |      |  |      |  |   |         |  |  |       |  |  |      |   |  |  | 171.2   |         |  |  | 9.9   |      
|                                       |        |                                      |       |       |      |  |       |       |            |  |      |      |  |      |   |   |         |  |   |       |  |  |       |  
|Total                                  |        |                                      | 156   |       |      |  | 13.6  |       |            |  | 1.6  |      |  |      |  |   |         |  |  |       |  |  |      |   |  |  | 171.2   |         |  |  | 9.9   |      
|                                       |        |                                      |       |       |      |  |       |       |            |  |      |      |  |      |   |   |         |  |   |       |  |  |       |  

As of December 31, 2001

|                                       |        |                                      |       |       |      |  |      |         |            |  |      |     |  |      |     |     |         |  |     |       |  |  |       |   |  |  |       |       |  |  |       |       |  
|-------------------------------------- | ------ | ------------------------------------ | ----- | ----- | ---- |  | ---- | ------- | ---------- |  | ---- | --- |  | ---- | --- | --- | ------- |  | --- | ----- |  |  | ----- | - |  |  | ----- | ----- |  |  | ----- | ----- | -
|                                       |        |                                      |       |       |      |  |      |        
|                                       |        | Maturing in year ending December 31, |       |       |      |  |      |         |           
|                                       |        |                                      |       |       |      |  |      |         | Fair value | 
|Foreign Exchange contracts             |        | 2002                                 |       |       | 2003 |  |      | 2004(2) |            |  | 2005 |     |  | 2006 |     |     | 5 years |  |     | Total |  |  | Total |  
|                                       |        |                                      |       |       |      |  |      |         |            |  |      |     |  |      |     |     |         |  |     |       |  |  |       |  
|                                       |        |                                     
|                                       |        | (In millions of EUR)                 |      
|Sell currency, buy national currencies |        |                                      |       |       |      |  |      |         |            |  |      |     |  |      |     |     |         |  |     |       |  |  |       |   |  |  |       |       |  |  |       |      
|                                       | U.S.$  |                                      |       | 624.8 |      |  |      | 65.1    |            |  |      | 4.7 |  |      |     | 1.8 |         |  |     | 1.7   |  |  |       |  |  |  |       | 698.1 |  |  |       | (15.8 | )
|                                       | JPY    |                                      |       | 2.9   |      |  |      |        |            |  |      |    |  |      |     |    |         |  |     |      |  |  |       |  |  |  |       | 2.9   |  |  |       | 0.3   |  
|                                       | GBP    |                                      |       | 22.5  |      |  |      |        |            |  |      |    |  |      |     |    |         |  |     |      |  |  |       |  |  |  |       | 22.5  |  |  |       | (0.4  | )
|                                       | AED    |                                      |       | 2.0   |      |  |      |        |            |  |      |    |  |      |     |    |         |  |     |      |  |  |       |  |  |  |       | 2.0   |  |  |       | (0.1  | )
|                                       | Others |                                      |       | 12.5  |      |  |      |        |            |  |      |    |  |      |     |    |         |  |     |      |  |  |       |  |  |  |       | 12.5  |  |  |       | (1.4  | )
|                                       |        |                                      |       |       |      |  |      |         |            |  |      |     |  |      |     |     |         |  |     |       |  |  |       |  
|Total                                  |        |                                      | 664.7 |       |      |  | 65.1 |         |            |  | 4.7  |     |  |      | 1.8 |     |         |  | 1.7 |       |  |  |      |   |  |  | 738.0 |       |  |  | (17.4 | )    
|                                       |        |                                      |       |       |      |  |      |         |            |  |      |     |  |      |     |     |         |  |     |       |  |  |       |  
|Buy currency, sell national currencies |        |                                      |       |       |      |  |      |         |            |  |      |     |  |      |     |     |         |  |     |       |  |  |       |   |  |  |       |       |  |  |       |      
|                                       | U.S.$  |                                      |       | 70.8  |      |  |      |        |            |  |      |    |  |      |     |    |         |  |     |      |  |  |       |  |  |  |       | 70.8  |  |  |       | 1.0   |  
|                                       | JPY    |                                      |       | 4.6   |      |  |      | 6.4     |            |  |      |    |  |      |     |    |         |  |     |      |  |  |       |  |  |  |       | 11.0  |  |  |       | (0.4  | )
|                                       | GBP    |                                      |       | 13.2  |      |  |      | 0.8     |            |  |      |    |  |      |     |    |         |  |     |      |  |  |       |  |  |  |       | 13.9  |  |  |       | 0.2   |  
|                                       | Others |                                      |       | 2.6   |      |  |      |        |            |  |      |    |  |      |     |    |         |  |     |      |  |  |       |  |  |  |       | 2.6   |  |  |       | 0.0   |  
|                                       |        |                                      |       |       |      |  |      |         |            |  |      |     |  |      |     |     |         |  |     |       |  |  |       |  
|Total                                  |        |                                      | 91.1  |       |      |  | 7.2  |         |            |  |     |     |  |      |    |     |         |  |    |       |  |  |      |   |  |  | 98.3  |       |  |  | 0.8   |      
|                                       |        |                                      |       |       |      |  |      |         |            |  |      |     |  |      |     |     |         |  |     |       |  |  |       |  
|Sell/buy foreign currencies            |        |                                      | 69.4  |       |      |  | 21.1 |         |            |  |     |     |  |      |    |     |         |  |    |       |  |  |      |   |  |  | 90.5  |       |  |  | (0.8  | )    
|                                       |        |                                      |       |       |      |  |      |         |            |  |      |     |  |      |     |     |         |  |     |       |  |  |       |  
|Total                                  |        |                                      | 69.4  |       |      |  | 21.1 |         |            |  |     |     |  |      |    |     |         |  |    |       |  |  |      |   |  |  | 90.5  |       |  |  | (0.8  | )    
|                                       |        |                                      |       |       |      |  |      |         |            |  |      |     |  |      |     |     |         |  |     |       |  |  |       |  

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Interest Risk

We require that our cash invested in marketable
securities remain liquid. Therefore, most cash is invested in
floating rate investments.

We usually do not enter into interest rate
derivative contracts, except when interest rate markets offer
attractive conditions. As a result, as of December 31,
2002, most of our debt was linked to floating interest rates.
Only the debt of U.S.$.110 million related to (i) a
U.S.$. 109 million part to the Coflexip credit facility
obtained for the Aker Maritime Deepwater Division and
(ii) a U.S.$. 10 million portion of the Coflexip debt
used for the Sunrise 2000 was covered by interest rate
swaps, which converted the U.S.$ LIBOR rate into a U.S.$ fixed
rate through respectively (a) the June 2006 maturity date
and (b) July 2003.

At the end of January 2002, Technip-Coflexip
issued a debenture loan with a conversion option into new shares
and/or exchange in existing shares at a fixed 1% annual coupon,
and with a 11.81% redemption premium payable on January 1,
2007 in case of non conversion or exchange into shares. In
addition during the first quarter of 2002, Coflexip entered into
a U.S.$186 million notional amount forward interest rate
agreement to convert the U.S.$ LIBOR rate into a U.S.$ fixed
rate for the period from July through December 2002.






|         |                                               
|-------- | ----------------------------------------------
|Item 12. | Description of Securities to be
    registered

Not Applicable.

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PART II




Item 13.     Defaults,
Dividend Arrearages and Delinquencies

To our knowledge, there has been no material
default in the payment of principal or interest or any other
material default not cured within 30 days relating to our
indebtedness or that of any of our subsidiaries.




Item 14.     Material
Modifications to the Rights of Security Holders and Use of
Proceeds

To our knowledge, no one (i) has modified
materially the instruments defining the rights of holders of our
shares or (ii) has modified materially or qualified the
rights evidenced by our registered securities by issuing or
modifying any other class of securities.

115



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##### Table of Contents






PART III




Item 15.     Controls
and Procedures

Our chief executive officer and our chief
financial officer have evaluated the effectiveness of the design
and operation of our disclosure controls and procedures (as
defined in Exchange Act Rule 13a-14(c)) as of a date within
90 days of the filing of this Annual Report on
Form 20-F. Based on that evaluation, our chief executive
officer and our chief financial officer have concluded that, as
of the evaluation date, our disclosure controls and procedures
were effective to ensure that material information relating to
us and our consolidated subsidiaries would be made known to them
by others within these entities, particularly during the period
in which this annual report was being prepared, in order to
allow timely decisions regarding required disclosure.

There have been no significant changes in our
internal controls or, to our knowledge, other factors that could
significantly affect our internal controls subsequent to the
evaluation date. Therefore, no corrective actions were taken.




Item 16.     [Reserved.]






Item 17.     Financial
Statements


Not applicable.




Item 18.     Financial
Statements

TECHNIP-COFLEXIP

|                                                                                                                        |  |      |       | 
|----------------------------------------------------------------------------------------------------------------------- |  | ---- | ----- | 
|                                                                                                                        |  | Page |      
|                                                                                                                        |  |      |      
|Report of Independent Auditors                                                                                          |  |      | F-2   | 
|Consolidated Statements of Operations for the
    Years Ended December 31, 2002, 2001 and 2000                          |  |      | F-3   | 
|Consolidated Balance Sheets as of
    December 31, 2002, 2001 and 2000                                                  |  |      | F-4   | 
|Consolidated Statements of Cash Flows for the
    Years Ended December 31, 2002, 2001 and 2000                          |  |      | F-6   | 
|Consolidated Statements of Changes in
    Shareholders Equity for the Years Ended December 31,
    2002, 2001 and 2000 |  |      | F-7   | 
|Notes to the Consolidated Financial Statements                                                                          |  |      | F-8   | 
|THE COFLEXIP STENA OFFSHORE GROUP                                                                                      
|Consolidated Balance Sheet as of
    December 31, 2001 (unaudited)                                                      |  |      | F-67  | 
|Consolidated Statement of Operations for the year
    ended December 31, 2001 (unaudited)                               |  |      | F-68  | 
|Consolidated Statement of Shareholders
    Equity as of December 31, 2001 (unaudited)                                  |  |      | F-69  | 
|Consolidated Statement of Cash Flows for the year
    ended December 31, 2001 (unaudited)                               |  |      | F-70  | 
|Notes to the Consolidated Financial Statements
    (unaudited)                                                          |  |      | F-71  | 
|Report of Independent Auditors                                                                                          |  |      | F-94  | 
|Financial Highlights                                                                                                    |  |      | F-95  | 
|Consolidated Balance Sheets for the years ended
    December 31, 2000 and 1999                                          |  |      | F-96  | 
|Consolidated Statements of Income for the years
    ended December 31, 2000, 1999 and 1998                              |  |      | F-97  | 
|Consolidated Statements of Shareholders
    Equity as of December 31, 2000, 1999 and 1998                              |  |      | F-98  | 
|Consolidated Statements of Cash Flows for the
    years ended December 31, 2000, 1999 and 1998                          |  |      | F-99  | 
|Notes to Consolidated Financial Statements                                                                              |  |      | F-100 | 

116



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##### Table of Contents






Item 19.     Exhibits



|     |                                                                                                                                                                                                                                                                                                                                                                                                                                        
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.1  | By-laws, as amended, of Technip-Coflexip                                                                                                                                                                                                                                                                                                                                                                                               
|    
|4.1  | Share Purchase Agreement dated October 27,
    2000, between Coflexip and Aker Maritime ASA and Aker Maritime
    Norge (incorporated by reference to Exhibit 2 to
    Coflexips Annual Report on Form 20-F (Commission File
    No. 0-22714) filed on June 18, 2001)                                                                                                                                                                 
|    
|4.2  | Credit Facilities for Technip arranged by J.P.
    Morgan plc and CDC IXIS, with Chase Manhattan International
    Limited as Facility Agent (incorporated by reference to
    Exhibit 10.1 to Post-Effective Amendment No. 2 to
    Technips Registration Statement on Form F-4
    (Registration No. 333-13808) filed on September 27,
    2001)                                                                                    
|    
|4.3  | English translation of the Memorandum of
    Understanding, dated July 2, 2001, by and among Technip,
    ISIS and Institut Français du Pétrole
    (incorporated by reference to Exhibit 3 of amendment
    No. 2 to the Statement on Schedule 13D filed by
    Technip on July 3, 2001)                                                                                                                                              
|    
|8.1  | Subsidiaries of Technip-Coflexip (see
    Note 29 to the Consolidated Financial Statements)                                                                                                                                                                                                                                                                                                                                            
|    
|10.1 | Offering Circular (Note dinformation
    definitive) dated January 22, 2002, 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 of Technip-Coflexip
    (incorporated by reference to Exhibit 10.1 to
    Technip-Coflexips Annual Report on Form 20-F
    (Commission File No. 1-15234) filed on June 11, 2002)
|    
|12.1 | Certification of the Chief Executive Officer                                                                                                                                                                                                                                                                                                                                                                                           
|    
|12.2 | Certification of the Chief Financial Officer                                                                                                                                                                                                                                                                                                                                                                                           

117



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##### Table of Contents



INDEX TO FINANCIAL STATEMENTS

|                                                                                                            |  |      |       | 
|----------------------------------------------------------------------------------------------------------- |  | ---- | ----- | 
|                                                                                                            |  | Page |      
|                                                                                                            |  |      |      
|TECHNIP-COFLEXIP                                                                                           
|Report of Independent Auditors                                                                              |  |      | F-2   | 
|Consolidated Statements of Operations for each of
    the three years in the period ended December 31, 2002 |  |      | F-3   | 
|Consolidated Balance Sheets as of
    December 31, 2002, 2001 and 2000                                      |  |      | F-4   | 
|Consolidated Statements of Cash Flows for each of
    the three years in the period ended December 31, 2002 |  |      | F-6   | 
|Consolidated Statements of Changes in
    Shareholders Equity as of December 31, 2002, 2001 and
    2000   |  |      | F-7   | 
|Notes to the Consolidated Financial Statements                                                              |  |      | F-8   | 
|THE COFLEXIP STENA OFFSHORE GROUP                                                                          
|Consolidated Balance Sheet as of
    December 31, 2001 (unaudited)                                          |  |      | F-67  | 
|Consolidated Statement of Operations for the year
    ended December 31, 2001 (unaudited)                   |  |      | F-68  | 
|Consolidated Statement of Shareholders
    Equity as of December 31, 2001 (unaudited)                      |  |      | F-69  | 
|Consolidated Statement of Cash Flows for the year
    ended December 31, 2001 (unaudited)                   |  |      | F-70  | 
|Notes to the Consolidated Financial Statements
    (unaudited)                                              |  |      | F-71  | 
|Report of Independent Auditors                                                                              |  |      | F-94  | 
|Financial Highlights                                                                                        |  |      | F-95  | 
|Consolidated Balance Sheets for the years ended
    December 31, 2000 and 1999                              |  |      | F-96  | 
|Consolidated Statements of Income for the years
    ended December 31, 2000, 1999 and 1998                  |  |      | F-97  | 
|Consolidated Statements of Shareholders
    Equity as of December 31, 2000, 1999 and 1998                  |  |      | F-98  | 
|Consolidated Statements of Cash Flows for the
    years ended December 31, 2000, 1999 and 1998              |  |      | F-99  | 
|Notes to Consolidated Financial Statements                                                                  |  |      | F-100 | 

F-1



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TECHNIP-COFLEXIP

REPORT OF INDEPENDENT AUDITORS

To the Shareholders and the Board of Directors of
TECHNIP-COFLEXIP

We have audited the accompanying consolidated
balance sheets of Technip-Coflexip (formerly Technip) and its
subsidiaries (Technip-Coflexip) as of
December 31, 2002, 2001, and 2000, and the related
consolidated statements of operations, changes in
shareholders equity and cash flows, for each of the three
years in the period ended December 31, 2002, all expressed
in euro ().
These financial statements are the responsibility of the
management of Technip-Coflexip. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with
auditing standards generally accepted in France and in the
United States of America. These standards require that we plan
and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material
misstatements. An audit includes examining, on a test basis,
evidence supporting the amount and disclosures in the financial
statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred
to above present fairly in all material respect, the
consolidated financial position of Technip-Coflexip as of
December 31, 2002, 2001 and 2000, and the result of their
operations and their cash flows for each of the three years in
the period ended December 31, 2002 in conformity with
accounting principles generally accepted in France.

Accounting practices used by Technip-Coflexip in
preparing the accompanying financial statements conform with
generally accepted accounting principles in France, but do not
conform with accounting principles generally accepted in the
United States of America. A description of these differences and
a reconciliation of consolidated net income and
shareholders equity to United States of America generally
accepted accounting principles is set forth in Notes 30 to
32 of the Notes to the Consolidated Financial Statements.

Neuilly-sur-Seine, France, 
 March 3, 2003, except for Notes 30 to 32, for which
the date is March 27, 2003

BARBIER FRINAULT & AUTRES

ERNST & YOUNG


Represented by René Proglio


F-2



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##### Table of Contents



TECHNIP-COFLEXIP

CONSOLIDATED STATEMENTS OF
OPERATIONS

|                                                                                     |  |      |   |                                                           |        |  |            |     |  |      |            |   |  |     |            |   |  |  |            |  
|------------------------------------------------------------------------------------ |  | ---- | - | --------------------------------------------------------- | ------ |  | ---------- | --- |  | ---- | ---------- | - |  | --- | ---------- | - |  |  | ---------- | -
|                                                                                     |  |      |   |                                                          
|                                                                                     |  |      |   | For the year ended December 31,                           |       
|                                                                                     |  |      |   |                                                           |       
|                                                                                     |  |      |   |                                                           |        | 
|                                                                                     |  |      |   | 2002                                                      |        |  |           
|                                                                                     |  |      |   |                                                           |        |  | 2001       |     |  | 2000 |           
|                                                                                     |  | Note |   |                                                           | U.S.$* |  |            | EUR |  |      | EUR        |   |  | EUR |           
|                                                                                     |  |      |   |                                                           |        |  |            |     |  |      |            |   |  |     |           
|                                                                                     |  |      |   |                                                          
|                                                                                     |  |      |   | (Amounts in millions of euro, except as otherwise stated) |       
|Net sales                                                                            |  |      | 3 |                                                           |        |  | 5,238.6    |     |  |      | 4,452.3    |   |  |     | 3,546.0    |   |  |  | 2,972.0    |  
|Cost of sales                                                                        |  |      |   |                                                           |        |  | (4,417.9   | )   |  |      | (3,754.8   | ) |  |     | (3,094.3   | ) |  |  | (2,680.8   | )
|                                                                                     |  |      |   |                                                           |        |  |            |     |  |      |            |   |  |     |           
|GROSS MARGIN                                                                         |  |      |   |                                                           |        |  | 820.7      |     |  |      | 697.5      |   |  |     | 451.7      |   |  |  | 291.2      |  
|Research and development expenses                                                    |  |      |   |                                                           |        |  | (44.0      | )   |  |      | (37.4      | ) |  |     | (18.3      | ) |  |  | (7.2       | )
|Selling, general and administrative expenses                                         |  |      |   |                                                           |        |  | (367.7     | )   |  |      | (312.5     | ) |  |     | (149.0     | ) |  |  | (85.1      | )
|                                                                                     |  |      |   |                                                           |        |  |            |     |  |      |            |   |  |     |           
|OPERATING INCOME BEFORE DEPRECIATION AND
    AMORTIZATION                            |  |      |   |                                                           |        |  | 409.0      |     |  |      | 347.6      |   |  |     | 284.4      |   |  |  | 198.9      |  
|Depreciation and amortization other than goodwill                                    |  |      |   |                                                           |        |  | (168.3     | )   |  |      | (143.0     | ) |  |     | (49.6      | ) |  |  | (16.3      | )
|                                                                                     |  |      |   |                                                           |        |  |            |     |  |      |            |   |  |     |           
|OPERATING INCOME BEFORE GOODWILL
    AMORTIZATION                                    |  |      |   |                                                           |        |  | 240.7      |     |  |      | 204.6      |   |  |     | 234.8      |   |  |  | 182.6      |  
|Goodwill amortization                                                                |  |      |   |                                                           |        |  | (138.6     | )   |  |      | (117.8     | ) |  |     | (61.3      | ) |  |  | (26.7      | )
|                                                                                     |  |      |   |                                                           |        |  |            |     |  |      |            |   |  |     |           
|OPERATING INCOME                                                                     |  |      | 4 |                                                           |        |  | 102.1      |     |  |      | 86.8       |   |  |     | 173.5      |   |  |  | 155.9      |  
|Financial result                                                                     |  |      | 6 |                                                           |        |  | (78.7      | )   |  |      | (66.9      | ) |  |     | (6.5       | ) |  |  | 5.8        |  
|Income of equity affiliates                                                          |  |      |   |                                                           |        |  |           |     |  |      |           |   |  |     | 15.6       |   |  |  | 22.1       |  
|Non-operating income (loss)                                                          |  |      | 7 |                                                           |        |  | (8.1       | )   |  |      | (6.9       | ) |  |     | (6.6       | ) |  |  | 93.9       |  
|                                                                                     |  |      |   |                                                           |        |  |            |     |  |      |            |   |  |     |           
|INCOME BEFORE INCOME TAX AND MINORITY
    INTERESTS                                  |  |      |   |                                                           |        |  | 15.3       |     |  |      | 13.0       |   |  |     | 176.0      |   |  |  | 277.7      |  
|Income tax                                                                           |  |      | 8 |                                                           |        |  | (54.5      | )   |  |      | (46.3      | ) |  |     | (65.5      | ) |  |  | (62.3      | )
|Minority interests                                                                   |  |      |   |                                                           |        |  | 4.6        |     |  |      | 3.9        |   |  |     | (2.4       | ) |  |  | (1.2       | )
|                                                                                     |  |      |   |                                                           |        |  |            |     |  |      |            |   |  |     |           
|NET INCOME (LOSS)                                                                    |  |      |   |                                                           |        |  | (34.6      | )   |  |      | (29.4      | ) |  |     | 108.1      |   |  |  | 214.2      |  
|                                                                                     |  |      |   |                                                           |        |  |            |     |  |      |            |   |  |     |           
|Number of shares considered for earnings per
    share computation                   |  |      | 9 |                                                           |        |  | 28,385,816 |     |  |      | 28,385,816 |   |  |     | 25,387,550 |   |  |  | 16,664,584 |  
|Diluted earnings before non-operating income and
    goodwill amortization per share |  |      | 9 |                                                           |        |  | 4.60       |     |  |      | 3.91       |   |  |     | 6.93       |   |  |  | 8.82       |  
|Diluted earnings (loss) per share                                                    |  |      | 9 |                                                           |        |  | (0.58      | )   |  |      | (0.49      | ) |  |     | 4.26       |   |  |  | 12.85      |  



---



|  |                                                                                                                                                                                                                                                         
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|* | For the convenience of the reader, the financial
    statements as of and for the year ended December 31, 2002
    have been translated into U.S. dollars (U.S.$) at the rate
    of
     1.00 =
    U.S.$ 1.1766 on May 30, 2003.
    (See Note 1(a)).

The accompanying notes are an integral part of
these Consolidated Financial Statements.

F-3



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##### Table of Contents



TECHNIP-COFLEXIP

CONSOLIDATED BALANCE SHEETS

|                                          |  |      |    |                               |        |  |          |     |  |      |          |  |  |     |          |  |  |  |         | 
|----------------------------------------- |  | ---- | -- | ----------------------------- | ------ |  | -------- | --- |  | ---- | -------- |  |  | --- | -------- |  |  |  | ------- | 
|                                          |  |      |    |                              
|                                          |  |      |    | As of December 31,            |       
|                                          |  |      |    |                               |       
|                                          |  |      |    |                               |        | 
|                                          |  |      |    | 2002                          |        |  |         
|                                          |  |      |    |                               |        |  | 2001     |     |  | 2000 |         
|                                          |  | Note |    |                               | U.S.$* |  |          | EUR |  |      | EUR      |  |  | EUR |         
|                                          |  |      |    |                               |        |  |          |     |  |      |          |  |  |     |         
|                                          |  |      |    |                              
|                                          |  |      |    | (Amounts in millions of euro, |       
|                                          |  |      |    | except as otherwise stated)   |       
|ASSETS                                    |  |      |    |                               |        |  |          |     |  |      |          |  |  |     |          |  |  |  |         | 
|Intangible assets, net                    |  |      | 11 |                               |        |  | 3,103.4  |     |  |      | 2,637.6  |  |  |     | 2,713.4  |  |  |  | 591.9   | 
|Property, plant and equipment, net        |  |      | 12 |                               |        |  | 1,013.2  |     |  |      | 861.1    |  |  |     | 982.3    |  |  |  | 162.1   | 
|Other investments and loans, net          |  |      | 13 |                               |        |  | 21.5     |     |  |      | 18.3     |  |  |     | 104.9    |  |  |  | 18.4    | 
|Equity affiliates                         |  |      | 14 |                               |        |  | 1.4      |     |  |      | 1.2      |  |  |     | 6.2      |  |  |  | 278.3   | 
|                                          |  |      |    |                               |        |  |          |     |  |      |          |  |  |     |         
|TOTAL NON-CURRENT ASSETS                  |  |      |    |                               |        |  | 4,139.5  |     |  |      | 3,518.2  |  |  |     | 3,806.8  |  |  |  | 1,050.7 | 
|Contracts-in-progress                     |  |      | 15 |                               |        |  | 5,760.9  |     |  |      | 4,896.2  |  |  |     | 6,313.6  |  |  |  | 4,718.0 | 
|Inventories and deferred bid costs, net   |  |      | 16 |                               |        |  | 95.1     |     |  |      | 80.8     |  |  |     | 111.9    |  |  |  | 7.1     | 
|Advances to suppliers                     |  |      |    |                               |        |  | 144.1    |     |  |      | 122.5    |  |  |     | 98.0     |  |  |  | 108.4   | 
|Accounts and notes receivable, net        |  |      | 17 |                               |        |  | 853.7    |     |  |      | 725.6    |  |  |     | 605.9    |  |  |  | 289.3   | 
|Other current assets, net                 |  |      | 18 |                               |        |  | 613.7    |     |  |      | 521.6    |  |  |     | 418.1    |  |  |  | 170.0   | 
|                                          |  |      |    |                               |        |  |          |     |  |      |          |  |  |     |         
|RECEIVABLES AND OTHER CURRENT ASSETS, NET |  |      |    |                               |        |  | 1,467.5  |     |  |      | 1,247.2  |  |  |     | 1,024.0  |  |  |  | 459.3   | 
|Marketable securities                     |  |      | 19 |                               |        |  | 116.6    |     |  |      | 99.1     |  |  |     | 149.8    |  |  |  | 186.5   | 
|Cash                                      |  |      |    |                               |        |  | 755.4    |     |  |      | 642.0    |  |  |     | 613.6    |  |  |  | 376.6   | 
|                                          |  |      |    |                               |        |  |          |     |  |      |          |  |  |     |         
|CASH AND CASH EQUIVALENTS                 |  |      | 19 |                               |        |  | 872.0    |     |  |      | 741.1    |  |  |     | 763.4    |  |  |  | 563.1   | 
|                                          |  |      |    |                               |        |  |          |     |  |      |          |  |  |     |         
|TOTAL CURRENT ASSETS                      |  |      |    |                               |        |  | 8,339.5  |     |  |      | 7,087.8  |  |  |     | 8,310.9  |  |  |  | 5,855.9 | 
|                                          |  |      |    |                               |        |  |          |     |  |      |          |  |  |     |         
|TOTAL ASSETS                              |  |      |    |                               |        |  | 12,479.0 |     |  |      | 10,606.0 |  |  |     | 12,117.7 |  |  |  | 6,906.6 | 
|                                          |  |      |    |                               |        |  |          |     |  |      |          |  |  |     |         



---



|  |                                                                                                                                                                                                                                                         
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|* | For the convenience of the reader, the financial
    statements as of and for the year ended December 31, 2002
    have been translated into U.S. dollars (U.S.$) at the rate
    of
     1.00 =
    U.S.$ 1.1766 on May 30, 2003.
    (See Note 1(a)).

The accompanying notes are an integral part of
these Consolidated Financial Statements.

F-4



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##### Table of Contents



TECHNIP-COFLEXIP


CONSOLIDATED BALANCE SHEETS
(continued)

|                                                      |  |      |    |                               |        |  |          |     |  |      |          |   |  |     |          |   |  |  |         |  
|----------------------------------------------------- |  | ---- | -- | ----------------------------- | ------ |  | -------- | --- |  | ---- | -------- | - |  | --- | -------- | - |  |  | ------- | -
|                                                      |  |      |    |                              
|                                                      |  |      |    | As of December 31,            |       
|                                                      |  |      |    |                               |       
|                                                      |  |      |    |                               |        | 
|                                                      |  |      |    | 2002                          |        |  |         
|                                                      |  |      |    |                               |        |  | 2001     |     |  | 2000 |         
|                                                      |  | Note |    |                               | U.S.$* |  |          | EUR |  |      | EUR      |   |  | EUR |         
|                                                      |  |      |    |                               |        |  |          |     |  |      |          |   |  |     |         
|                                                      |  |      |    |                              
|                                                      |  |      |    | (Amounts in millions of euro, |       
|                                                      |  |      |    | except as otherwise stated)   |       
|LIABILITIES AND SHAREHOLDERS
    EQUITY              |  |      |    |                               |        |  |          |     |  |      |          |   |  |     |          |   |  |  |         |  
|Common stock: EUR 3.05 nominal value,                 |  |      |    |                               |        |  | 84.0     |     |  |      | 71.4     |   |  |     | 81.5     |   |  |  | 48.9    |  
|23,408,004 shares as of December 31,
    2002,        |  |      |    |                               |        |  |          |     |  |      |          |   |  |     |          |   |  |  |         |  
|26,713,448 shares as of December 31,
    2001,        |  |      |    |                               |        |  |          |     |  |      |          |   |  |     |          |   |  |  |         |  
|16,029,305 shares as of December 31,
    2000,        |  |      |    |                               |        |  |          |     |  |      |          |   |  |     |          |   |  |  |         |  
|Paid-in-surplus                                       |  |      |    |                               |        |  | 1,471.3  |     |  |      | 1,250.5  |   |  |     | 1,605.5  |   |  |  | 64.5    |  
|Retained earnings                                     |  |      |    |                               |        |  | 849.3    |     |  |      | 721.8    |   |  |     | 661.5    |   |  |  | 498.2   |  
|Cumulative translation adjustment                     |  |      |    |                               |        |  | 14.1     |     |  |      | 12.0     |   |  |     | 13.1     |   |  |  | (0.2    | )
|Treasury shares and shares held by
    subsidiary (1) |  |      |    |                               |        |  |         |     |  |      |         |   |  |     | (255.5   | ) |  |  | (59.2   | )
|Net income (loss)                                     |  |      |    |                               |        |  | (34.6    | )   |  |      | (29.4    | ) |  |     | 108.1    |   |  |  | 214.2   |  
|                                                      |  |      |    |                               |        |  |          |     |  |      |          |   |  |     |         
|SHAREHOLDERS EQUITY                                  |  |      | 20 |                               |        |  | 2,384.1  |     |  |      | 2,026.3  |   |  |     | 2,214.2  |   |  |  | 766.4   |  
|MINORITY INTERESTS                                    |  |      |    |                               |        |  | 19.2     |     |  |      | 16.3     |   |  |     | 21.4     |   |  |  | 3.4     |  
|Commitments and Contingencies                         |  |      | 26 |                               |        |  |          |     |  |      |          |   |  |     |          |   |  |  |         |  
|Retirement indemnities                                |  |      |    |                               |        |  | 101.5    |     |  |      | 86.3     |   |  |     | 80.1     |   |  |  | 65.8    |  
|Accrued liabilities                                   |  |      | 21 |                               |        |  | 285.3    |     |  |      | 242.5    |   |  |     | 257.5    |   |  |  | 167.3   |  
|Convertible bonds redemption premium                  |  |      | 23 |                               |        |  | 106.4    |     |  |      | 90.4     |   |  |     |         |   |  |  |        |  
|Long term debt                                        |  |      |    |                               |        |  | 1,112.9  |     |  |      | 950.1    |   |  |     | 1,182.2  |   |  |  | 4.8     |  
|Short term debt                                       |  |      |    |                               |        |  | 354.4    |     |  |      | 297.0    |   |  |     | 456.7    |   |  |  | 191.2   |  
|                                                      |  |      |    |                               |        |  |          |     |  |      |          |   |  |     |         
|Total Financial debt                                  |  |      | 22 |                               |        |  | 1,467.3  |     |  |      | 1,247.1  |   |  |     | 1,638.9  |   |  |  | 196.0   |  
|Progress payments on contracts                        |  |      | 15 |                               |        |  | 6,377.4  |     |  |      | 5,420.2  |   |  |     | 6,472.5  |   |  |  | 4,896.1 |  
|Accounts and notes payable                            |  |      |    |                               |        |  | 848.1    |     |  |      | 720.8    |   |  |     | 770.8    |   |  |  | 562.9   |  
|Other creditors                                       |  |      | 24 |                               |        |  | 889.6    |     |  |      | 756.1    |   |  |     | 662.3    |   |  |  | 248.7   |  
|                                                      |  |      |    |                               |        |  |          |     |  |      |          |   |  |     |         
|TOTAL LIABILITIES                                     |  |      |    |                               |        |  | 10,075.7 |     |  |      | 8,563.4  |   |  |     | 9,882.1  |   |  |  | 6,136.8 |  
|                                                      |  |      |    |                               |        |  |          |     |  |      |          |   |  |     |         
|TOTAL LIABILITIES &
    SHAREHOLDERS EQUITY          |  |      |    |                               |        |  | 12,479.0 |     |  |      | 10,606.0 |   |  |     | 12,117.7 |   |  |  | 6,906.6 |  
|                                                      |  |      |    |                               |        |  |          |     |  |      |          |   |  |     |         



---



|    |                                                                                                                                                                                 
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Technip-Coflexip wrote off the shares held by
    company except 49,500 shares intended to cover the stock
    option plans recorded in marketable securities (see
    Note 20).



|  |                                                                                                                                                                                                                                                         
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|* | For the convenience of the reader, the financial
    statements as of and for the year ended December 31, 2002
    have been translated into U.S. dollars (U.S.$) at the rate
    of
     1.00 =
    U.S.$ 1.1766 on May 30, 2003.
    (See Note 1(a)).

The accompanying notes are an integral part of
these Consolidated Financial Statements.

F-5



---



##### Table of Contents



TECHNIP-COFLEXIP

CONSOLIDATED STATEMENTS OF CASH
FLOWS

|                                                                                                                       |                   |                                 |          |       |      |  |          |       |   |  |          |       |   |  |         |       |  
|---------------------------------------------------------------------------------------------------------------------- | ----------------- | ------------------------------- | -------- | ----- | ---- |  | -------- | ----- | - |  | -------- | ----- | - |  | ------- | ----- | -
|                                                                                                                       |                   |                                
|                                                                                                                       |                   | For the year ended December 31, |         
|                                                                                                                       |                   |                                 |         
|                                                                                                                       |                   |                                 |          |      
|                                                                                                                       |                   | 2002                            |          |       |     
|                                                                                                                       |                   |                                 |          |       | 2001 |  |          | 2000  |  
|                                                                                                                       |                   | U.S.$*                          |          |       | EUR  |  |          | EUR   |   |  | EUR      |      
|                                                                                                                       |                   |                                 |          |       |      |  |          |       |   |  |          |      
|                                                                                                                       |                   |                                
|                                                                                                                       |                   | (Amounts in millions of euro,   |         
|                                                                                                                       |                   | except as otherwise stated)     |         
|CASH FLOW FROM OPERATING ACTIVITIES:                                                                                   |                   |                                 |          |       |      |  |          |       |   |  |          |       |   |  |         |      
|Net income (loss)                                                                                                      |                   |                                 | (34.6    | )     |      |  | (29.4    | )     |   |  | 108.1    |       |   |  | 214.2   |      
|Minority interests                                                                                                     |                   |                                 | (4.6     | )     |      |  | (3.9     | )     |   |  | 2.4      |       |   |  | 1.2     |      
|                                                                                                                       |                   |                                 |          |       |      |  |          |       |   |  |          |      
|Net income (loss) before minority
    interest                                                                         |                   |                                 | (39.2    | )     |      |  | (33.3    | )     |   |  | 110.5    |       |   |  | 215.4   |      
|Adjustments to reconcile income before
    minority interest to net cash provided by (used in) operating
    activity: |                   |                                 |          |       |      |  |          |       |   |  |          |       |   |  |         |      
|Amortization of intangible assets and goodwill                                                                         |                   |                                 | 157.2    |       |      |  | 133.6    |       |   |  | 69.3     |       |   |  | 28.1    |      
|Depreciation of property, plant and equipment                                                                          |                   |                                 | 149.7    |       |      |  | 127.2    |       |   |  | 41.6     |       |   |  | 14.9    |      
|Amortization of OCEANE loans redemption
    premium                                                                   |                   |                                 | 19.9     |       |      |  | 16.9     |       |   |  |         |       |   |  |        |      
|Income of equity affiliates, net of dividends                                                                          |                   |                                 |         |       |      |  |         |       |   |  | (7.5     | )     |   |  | (61.1   | )    
|(Decrease) increase in non-current provisions, net                                                                     |                   |                                 | 7.3      |       |      |  | 6.2      |       |   |  | 2.1      |       |   |  | 1.2     |      
|Net (gain) on disposal of fixed assets and
    investments                                                             |                   |                                 | (12.6    | )     |      |  | (10.7    | )     |   |  | (2.8     | )     |   |  | (82.4   | )    
|Net changes in operating assets and
    liabilities:                                                                   |                   |                                 |          |       |      |  |          |       |   |  |          |       |   |  |         |      
|Decrease (increase) in advances to suppliers                                                                           |                   |                                 | (28.9    | )     |      |  | (24.6    | )     |   |  | 10.4     |       |   |  | 31.4    |      
|Decrease (increase) in contracts-in-progress                                                                           |                   |                                 | 1,647.2  |       |      |  | 1,400.0  |       |   |  | (267.4   | )     |   |  | (314.4  | )    
|Decrease (increase) in accounts and notes
    receivables                                                              |                   |                                 | 106.2    |       |      |  | 90.3     |       |   |  | 51.1     |       |   |  | (3.5    | )    
|Decrease (increase) in other current assets                                                                            |                   |                                 | (151.9   | )     |      |  | (129.1   | )     |   |  | (124.4   | )     |   |  | (26.6   | )    
|Increase (decrease) in current provisions                                                                              |                   |                                 |         |       |      |  |         |       |   |  | (6.1     | )     |   |  | (124.5  | )    
|Increase (decrease) in progress payments on
    contracts                                                              |                   |                                 | (1,518.3 | )     |      |  | (1,290.4 | )     |   |  | 173.1    |       |   |  | 89.6    |      
|Increase (decrease) in accounts payables and
    other creditors                                                       |                   |                                 | 172.6    |       |      |  | 146.7    |       |   |  | 62.1     |       |   |  | 45.3    |      
|                                                                                                                       |                   |                                 |          |       |      |  |          |       |   |  |          |      
|Net cash provided by (used in) operating
    activities                                                                |                   |                                 | 509.2    |       |      |  | 432.8    |       |   |  | 112.0    |       |   |  | (186.6  | )    
|CASH FLOW FROM INVESTING ACTIVITIES:                                                                                   |                   |                                 |          |       |      |  |          |       |   |  |          |       |   |  |         |      
|Capital expenditures (property, plant and
    equipment)                                                               |                   |                                 | (146.3   | )     |      |  | (124.3   | )     |   |  | (44.4    | )     |   |  | (14.0   | )    
|Capital expenditures (intangibles)                                                                                     |                   |                                 | (1.8     | )     |      |  | (1.5     | )     |   |  | (22.5    | )     |   |  | (1.4    | )    
|Proceeds from disposal of intangible assets                                                                            |                   |                                 | 0.2      |       |      |  | 0.2      |       |   |  |         |       |   |  |        |      
|Proceeds from disposal of fixed assets                                                                                 |                   |                                 | 131.5    |       |      |  | 111.8    |       |   |  | 2.0      |       |   |  | 20.3    |      
|Acquisition of investments                                                                                             |                   |                                 | (0.5     | )     |      |  | (0.4     | )     |   |  | (1,040.0 | )     |   |  | (686.8  | )    
|KTI/MDEU price reduction                                                                                               |                   |                                 |         |       |      |  |         |       |   |  |         |       |   |  | 63.3    |      
|Proceeds from disposal of investments                                                                                  |                   |                                 | 36.7     |       |      |  | 31.2     |       |   |  | 211.8    |       |   |  | 156.0   |      
|Increase (decrease) from changes in scope of
    consolidation**                                                       |                   |                                 | 2.0      |       |      |  | 1.7      |       |   |  | 232.8    |       |   |  | 42.8    |      
|                                                                                                                       |                   |                                 |          |       |      |  |          |       |   |  |          |      
|Net cash provided by (used in) investing
    activities                                                                |                   |                                 | 22.0     |       |      |  | 18.7     |       |   |  | (660.3   | )     |   |  | (419.8  | )    
|CASH FLOW FROM FINANCING ACTIVITIES:                                                                                   |                   |                                 |          |       |      |  |          |       |   |  |          |       |   |  |         |      
|Increase in short-term debt                                                                                            |                   |                                 | 107.1    |       |      |  | 91.0     |       |   |  | 4.4      |       |   |  | 190.0   |      
|Decrease in short-term debt                                                                                            |                   |                                 | (296.5   | )     |      |  | (252.0   | )     |   |  | (82.3    | )     |   |  | (13.8   | )    
|Increase in long-term debt                                                                                             |                   |                                 | 935.0    |       |      |  | 794.7    |       |   |  | 1,107.1  |       |   |  |        |      
|Decrease in long-term debt                                                                                             |                   |                                 | (1,120.1 | )     |      |  | (952.0   | )     |   |  | (210.1   | )     |   |  | (2.0    | )    
|Increase in loans                                                                                                      |                   |                                 |         |       |      |  |         |       |   |  | (14.9    | )     |   |  | (3.2    | )    
|Decrease in loans                                                                                                      |                   |                                 |         |       |      |  |         |       |   |  | (0.1     | )     |   |  |        |      
|Repurchase of own shares                                                                                               |                   |                                 | (53.4    | )     |      |  | (45.4    | )     |   |  | (1.6     | )     |   |  | (21.5   | )    
|Increase (decrease) in minority interests                                                                              |                   |                                 | (6.0     | )     |      |  | (5.1     | )     |   |  | 1.8      |       |   |  | 0.1     |      
|Parent companys equity:                                                                                               |                   |                                 |          |       |      |  |          |       |   |  |          |       |   |  |         |      
|                                                                                                                       | capital increases |                                 |          | 14.6  |      |  |          | 12.3  |   |  |          | 10.0  |   |  |         | 22.3  |  
|                                                                                                                       | paid dividends    |                                 |          | (93.8 | )    |  |          | (79.7 | ) |  |          | (50.9 | ) |  |         | (45.9 | )
|Net cash provided by (used in) financing
    activities                                                                |                   |                                 | (513.1   | )     |      |  | (436.1   | )     |   |  | 763.4    |       |   |  | 126.0   |      
|Net effect of exchange rate changes                                                                                    |                   |                                 | (44.4    | )     |      |  | (37.7    | )     |   |  | (14.8    | )     |   |  | 24.1    |      
|                                                                                                                       |                   |                                 |          |       |      |  |          |       |   |  |          |      
|Net increase (decrease) in cash and cash
    equivalents                                                               |                   |                                 | (26.2    | )     |      |  | (22.3    | )     |   |  | 200.3    |       |   |  | (456.3  | )    
|Cash and cash equivalent at the beginning of the
    year                                                              |                   |                                 | 898.2    |       |      |  | 763.4    |       |   |  | 563.1    |       |   |  | 1,019.4 |      
|Cash and cash equivalent at the end of the
    year                                                                    |                   |                                 | 872.0    |       |      |  | 741.1    |       |   |  | 763.4    |       |   |  | 563.1   |      
|                                                                                                                       |                   |                                 |          |       |      |  |          |       |   |  |          |      
|Increase in shareholders equity related to
    the Coflexip and Isis acquisitions                                     |                   |                                 |          |       |      |  |          |       |   |  | 1,563.6  |       |   |  |        |      
|Cash paid for income taxes                                                                                             |                   |                                 | (75.1    | )     |      |  | (63.8    | )     |   |  | (65.3    | )     |   |  | (41.2   | )    
|Interest paid                                                                                                          |                   |                                 | (35.4    | )     |      |  | (30.1    | )     |   |  | (16.4    | )     |   |  | (7.3    | )    



---



|   |                                                                                                                                                                                                                                                         
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|*  | For the convenience of the reader, the financial
    statements as of and for the year ended December 31, 2002
    have been translated into U.S. dollars (U.S.$) at the rate
    of
     1.00 =
    U.S. $1.1766 on May 30, 2003. (See
    Note 1(a)).
|  
|** | This represents the cash balances of companies
    acquired (or disposed of) measured as of the date of the
    acquisition or disposal.                                                                                                                

The accompanying notes are an integral part of
these Consolidated Financial Statements

F-6



---



##### Table of Contents



TECHNIP-COFLEXIP

CONSOLIDATED STATEMENTS OF CHANGES IN
SHAREHOLDERS EQUITY

|                                            |  |                                                           |            |   |        |  |       |         |  |  |            |   |          |             |       |  |               |  |      |               |  |  |               |      |  |  |        |   |  |  |         |  
|------------------------------------------- |  | --------------------------------------------------------- | ---------- | - | ------ |  | ----- | ------- |  |  | ---------- | - | -------- | ----------- | ----- |  | ------------- |  | ---- | ------------- |  |  | ------------- | ---- |  |  | ------ | - |  |  | ------- | -
|                                            |  | Stock Issued                                              |            |   |        |  |       |         |  |  |            |   | Treasury |             |       |  |               | 
|                                            |  | Number of                                                 |            |   |        |  |       |         |  |  | Cumulative |   |          | Shares/     |       |  |               |  |     
|                                            |  | Shares                                                    |            |   | Common |  |       | Paid-in |  |  | Retained   |   |          | Translation |       |  | Shares held   |  |      | Net           |  |  | Shareholders |     
|                                            |  | issued                                                    |            |   | Stock  |  |       | Surplus |  |  | Earnings   |   |          | Adjustment  |       |  | by subsidiary |  |      | Income (loss) |  |  | equity        |     
|                                            |  |                                                           |            |   |        |  |       |         |  |  |            |   |          |             |       |  |               |  |      |               |  |  |               |     
|                                            |  |                                                          
|                                            |  | (Amounts in millions of euro, except as otherwise stated) |           
|As of December 31, 1999                     |  |                                                           | 15,758,537 |   |        |  | 48.1  |         |  |  | 43.0       |   |          |             | 371.5 |  |               |  | (1.3 | )             |  |  | (37.7         | )    |  |  | 172.6  |   |  |  | 596.2   |  
|                                            |  |                                                           |            |   |        |  |       |         |  |  |            |   |          |             |       |  |               |  |      |               |  |  |               |     
|Capital increase                            |  |                                                           | 270,768    |   |        |  | 0.8   |         |  |  | 21.5       |   |          |             |       |  |               |  |      |               |  |  |               |      |  |  |        |   |  |  | 22.3    |  
|Appropriation of net income 1999            |  |                                                           |            |   |        |  |       |         |  |  |            |   |          |             | 126.7 |  |               |  |      |               |  |  |               |      |  |  | (172.6 | ) |  |  | (45.9   | )
|Foreign currency translation                |  |                                                           |            |   |        |  |       |         |  |  |            |   |          |             |       |  |               |  | 1.1  |               |  |  |               |      |  |  |        |   |  |  | 1.1     |  
|Net income                                  |  |                                                           |            |   |        |  |       |         |  |  |            |   |          |             |       |  |               |  |      |               |  |  |               |      |  |  | 214.2  |   |  |  | 214.2   |  
|Treasury shares                             |  |                                                           |            |   |        |  |       |         |  |  |            |   |          |             |       |  |               |  |      |               |  |  | (21.5         | )    |  |  |        |   |  |  | (21.5   | )
|                                            |  |                                                           |            |   |        |  |       |         |  |  |            |   |          |             |       |  |               |  |      |               |  |  |               |     
|As of December 31, 2000                     |  |                                                           | 16,029,305 |   |        |  | 48.9  |         |  |  | 64.5       |   |          |             | 498.2 |  |               |  | (0.2 | )             |  |  | (59.2         | )    |  |  | 214.2  |   |  |  | 766.4   |  
|                                            |  |                                                           |            |   |        |  |       |         |  |  |            |   |          |             |       |  |               |  |      |               |  |  |               |     
|Capital increase                            |  |                                                           | 10,684,143 |   |        |  | 32.6  |         |  |  | 1,541.0    |   |          |             |       |  |               |  |      |               |  |  |               |      |  |  |        |   |  |  | 1,573.6 |  
|Appropriation of net income 2000            |  |                                                           |            |   |        |  |       |         |  |  |            |   |          |             | 163.3 |  |               |  |      |               |  |  |               |      |  |  | (214.2 | ) |  |  | (50.9   | )
|Foreign currency translation                |  |                                                           |            |   |        |  |       |         |  |  |            |   |          |             |       |  |               |  | 13.3 |               |  |  |               |      |  |  |        |   |  |  | 13.3    |  
|Net income                                  |  |                                                           |            |   |        |  |       |         |  |  |            |   |          |             |       |  |               |  |      |               |  |  |               |      |  |  | 108.1  |   |  |  | 108.1   |  
|Treasury shares/ shares held by subsidiary  |  |                                                           |            |   |        |  |       |         |  |  |            |   |          |             |       |  |               |  |      |               |  |  | (196.3        | )    |  |  |        |   |  |  | (196.3  | )
|                                            |  |                                                           |            |   |        |  |       |         |  |  |            |   |          |             |       |  |               |  |      |               |  |  |               |     
|As of December 31, 2001                     |  |                                                           | 26,713,448 |   |        |  | 81.5  |         |  |  | 1,605.5    |   |          |             | 661.5 |  |               |  | 13.1 |               |  |  | (255.5        | )(a) |  |  | 108.1  |   |  |  | 2,214.2 |  
|                                            |  |                                                           |            |   |        |  |       |         |  |  |            |   |          |             |       |  |               |  |      |               |  |  |               |     
|Capital increase                            |  |                                                           | 170,509    |   |        |  | 0.5   |         |  |  | 11.8       |   |          |             |       |  |               |  |      |               |  |  |               |      |  |  |        |   |  |  | 12.3    |  
|Capital decrease                            |  |                                                           | (3,475,953 | ) |        |  | (10.6 | )       |  |  | (366.8     | ) |          |             |       |  |               |  |      |               |  |  |               |      |  |  |        |   |  |  | (377.4  | )
|Appropriation of net income 2001            |  |                                                           |            |   |        |  |       |         |  |  |            |   |          |             | 28.4  |  |               |  |      |               |  |  |               |      |  |  | (108.1 | ) |  |  | (79.7   | )
|Foreign currency Translation                |  |                                                           |            |   |        |  |       |         |  |  |            |   |          |             |       |  |               |  | (1.1 | )             |  |  |               |      |  |  |        |   |  |  | (1.1    | )
|Net income                                  |  |                                                           |            |   |        |  |       |         |  |  |            |   |          |             |       |  |               |  |      |               |  |  |               |      |  |  | (29.4  | ) |  |  | (29.4   | )
|Treasury shares/ shares held by subsidiary  |  |                                                           |            |   |        |  |       |         |  |  |            |   |          |             |       |  |               |  |      |               |  |  | 255.5         | (b)  |  |  |        |   |  |  | 255.5   |  
|Other (including merger ISIS)               |  |                                                           |            |   |        |  |       |         |  |  |            |   |          |             | 31.9  |  |               |  |      |               |  |  |               |      |  |  |        |   |  |  | 31.9    |  
|                                            |  |                                                           |            |   |        |  |       |         |  |  |            |   |          |             |       |  |               |  |      |               |  |  |               |     
|As of December 31, 2002                     |  |                                                           | 23,408,004 |   |        |  | 71.4  |         |  |  | 1,250.5    |   |          |             | 721.8 |  |               |  | 12.0 |               |  |  |              |      |  |  | (29.4  | ) |  |  | 2,026.3 |  
|                                            |  |                                                           |            |   |        |  |       |         |  |  |            |   |          |             |       |  |               |  |      |               |  |  |               |     
|As of December 31, 2002(in millions U.S.$*) |  |                                                           | 23,408,004 |   |        |  | 84.0  |         |  |  | 1,471.3    |   |          |             | 849.3 |  |               |  | 14.1 |               |  |  |              |      |  |  | (34.6  | ) |  |  | 2,384.1 |  
|                                            |  |                                                           |            |   |        |  |       |         |  |  |            |   |          |             |       |  |               |  |      |               |  |  |               |     



---



|    |                                                                                                                                                                                                                                                          
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | Treasury shares as of December 31, 2001
    represent 623,595 shares
    ( 61.7 million)
    and shares held by its subsidiary Isis as of December 31,
    2001 represent 1,847,376 shares
    ( 193.8 million).                                       
|   
|(b) | Technip-Coflexip wrote off the shares held by the
    company and its subsidiary Isis except 49,500 shares
    reserved for the stock option plans recorded in marketable
    securities.                                                                
|   
|*   | For the convenience of the reader, the financial
    statements as of and for the year ended December 31, 2002
    have been translated into U.S. dollars (U.S.$) at the rate
    of
     1.00 =
    U.S.$ 1.1766 on May 30, 2003.
    (See Note 1(a) ).

The accompanying notes are an integral part of
these Consolidated Financial Statements.

F-7



---



##### Table of Contents



TECHNIP-COFLEXIP

NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS

(Amounts in millions of euro, except as
otherwise stated)


Introductory note  Changes in scope
of consolidation and business description

(a) Change
in scope of consolidation

The consolidated financial statements as of
December 31, 2002 and 2002 results are not directly
comparable to those for 2001 results due to the significant
change in scope of consolidation that occurred in
October 1, 2001.

Before this date, Technip held a 29.4% interest
in Coflexip, which was accounted for under the equity method.
Since October 1, 2001 Coflexip and Isis have been fully
consolidated in the Technip financial statements now called
Technip-Coflexip.

The impact of such change in scope of
consolidation is further described in Note 2and
identified in the other notes to the consolidated financial
statements when significant.

The Technip-Coflexip net sales in 2001 include
activity of the former Technip for twelve months of 2001 and
activity of Coflexip and Isis for three months (fourth quarter
2001). The net income of Technip-Coflexip in 2001 includes
Coflexip and Isis income since October 1, 2001.

Technip-Coflexip and Isis have merged in June
2002, the reciprocal shareholding between Isis and
Technip-Coflexip resulting from the public exchange offer on
Isis shares that occurred in October 2001 is therefore ended.

In 2002, Technip-Coflexip sold its minority stake
of 46% in Ipedex, accounted for under the equity method in 2001.
Coflexip also sold in 2002 non-strategic assets including the
subsidiaries Mac Nulty Offshore Ltd and Captain Franck Mc Nulty
& Sons Ltd (construction site in United Kingdom), as well as
the activities and resources related to the Well
Operations branch (including the Seawell vessel).
Technip-Coflexip also sold the former Coflexip head office
building located at Porte Maillot.

(b) Operational
branches

Following the acquisition of Coflexip, the Group
reorganized its operational segments. The Group is now organized
in three Branches as follows:



| |   |                                                                                                                                                                                                                                                                                                                                                             
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | The Offshore Branch (Technip-CSO:
    Creative Solutions Offshore), which includes the former Coflexip
    business units (including the Deepwater Division acquired from
    Aker Maritime early 2001) and the offshore business units from
    the former Technip.                                                                                      
|
| |  | The Onshore/ Downstream Branch
    (Technip-PRO: Petrochemicals, Refining, Onshore),
    which comprises all business units from the former Technip in
    charge of engineering and construction of petrochemical and
    refining units as well as onshore upstream facilities, including
    gas treatment units, LNG facilities and onshore pipelines.
|
| |  | The Industries Branch (Technip-LCI:
    Life sciences, Chemicals and Industries), which is devoted to
    engineering and construction of non-oil related facilities:
    pharmaceutical units, chemical facilities, power plants, cement
    factories, industrial buildings and infrastructures.                                                        

From a geographical standpoint, Technip-Coflexip
will report on the basis of four regions:



| |   |                             
| | - | ----------------------------
| |  | Europe, Russia-Central Asia,
|
| |  | Africa, Middle-East,        
|
| |  | Asia Pacific, and           
|
| |  | Americas.                   

F-8



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##### Table of Contents



TECHNIP-COFLEXIP


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

(c) Nature
of business and operating cycle

Technip-Coflexips principal business
includes the following:



| |   |                                                                                                                                                                                                                                                                                                    
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Lump-sum or cost-to-costs engineering services
    contracts performed over a short period;                                                                                                                                                                                                        
|
| |  | Engineering, manufacturing, installation and
    commissioning services contracts lasting approximately
    12 months;                                                                                                                                                                             
|
| |  | Turnkey projects related to complex industrial
    facilities with engineering, procurement, construction and
    start-up, in respect of industrial performances and a
    contractual schedule. Average duration of these contracts is
    three years but can vary from one contract to another.

(d) Income
statements presentation

As it is common practice in Technip-Coflexip
activity and in accordance with French accounting principles,
the income statement is now presented by destination of expenses
and no longer by nature of expenses.

In addition to this change, the goodwill
amortization line item is now reclassified and shown in a
single line within the operating income section of the
consolidated statement of income of the Company.

Note 1  Summary of
significant accounting principles

(a) Basis
of presentation

The consolidated financial statements of
Technip-Coflexip, and its consolidated subsidiaries
(Technip-Coflexip, the Company or
the Group) have been prepared in accordance with
generally accepted accounting principles in France and comply
with the New principles and methodology relative to
consolidated financial statements, Regulation Number
99-02 approved by the decree date June 22, 1999 of the
French Comité de la Réglementation
Comptable.

For the convenience of the reader, the financial
statements as of and for the year ended December 31, 2002
have been translated into U.S. Dollars at the noon buying
rate in New York City on May 30, 2003 for cable transfers
in Euro, as certified for custom purposes by the Federal Reserve
Bank of New York, of
 1.00 =
U.S. $1.1766. No representation is made that the euro
amounts have been, could have been or could be converted into
U.S. dollars at such a rate or at any other rate at any
other date.

(b) Consolidation
methods

Subsidiaries in which Technip-Coflexips
voting rights exceed 50% are consolidated. Significant jointly
controlled entities are consolidated using the proportionate
consolidation method.

The equity method of accounting is used for
investments in which the Company has the ability to exercise
significant influence over the operating and financial policies
of the investee company. In the absence of other evidence, such
influence is presumed to exist for investments in companies in
which the Companys direct or indirect ownership is between
20% and 50% of total voting rights.

The historical cost method is used to account for
investments in which the Companys ownership is less than
20% or for non-significant investees or subsidiaries. The list
of Technip-Coflexips consolidated subsidiaries and related
percentage of control by Technip-Coflexip as of
December 31, 2002 is provided in Note 29.

(c) Use
of estimates

The preparation of the consolidated financial
statements in conformity with generally accepted accounting
principles in France requires management to make estimates and
assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and

F-9



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##### Table of Contents



TECHNIP-COFLEXIP


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

the reported amounts of the revenues and expenses
during the reporting period. Actual results could differ from
those estimates.

(d) Revenue
recognition

Long-term
contracts

Revenue and gross margin on long-term contracts
are determined using the percentage-of-completion method. The
percentage-of-completion ratio representing the progress of the
contract is computed consistently for all contracts as follows:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | For long-term contracts, which include
    construction services (lump-sum turnkey contracts), the
    percentage-of-completion is based on technical milestones
    defined for the main components of the contract, that the
    management considers to stand for the best measure of progress
    of these contracts. Milestones related to engineering and
    construction parts of the contract are valued on the basis of
    the hours spent while milestones related to deliveries of
    procurement parts of the contract are valued on the basis of the
    cost of the related purchase.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | For these contracts, the completion of early
    phases, such as engineering design, confirmation of significant
    orders, and assurance that field conditions are satisfactory, is
    necessary to firmly assess identified risks and to estimate with
    sufficient precision the total future costs as well as the
    expected timetable. As a result, the related positive gross
    margin is recognized when the gross margin at completion can be
    estimated more precisely, on a contract-by-contract basis. The
    gross margin corresponding to the completion ratio reached at
    that time is immediately recognized. The remaining gross margin
    is recognized using the percentage-of-completion method for the
    remaining duration of the contract.
|
| | For contracts awarded before July 1, 2001,
    the gross margin recognition started when the
    percentage-of-completion ratio reaches 25%. For the years
    presented, the effect of this change in estimate was not
    significant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          



| |   |                                                                                                                                                                                                          
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | For long-term contracts, which do not include
    construction services, revenue and gross margin are recognized
    based on the relation that costs incurred to date bear to
    estimated total costs.

Allowance is made for the total foreseeable
losses in the case of unprofitable long-term contracts.

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

A long-term contract is completed, when the
contractual transfer of ownership is achieved or, in the case of
make-good contracts relating to complex integrated
systems, when the provisional acceptance is received, even if
there are minor conditions outstanding.

At completion of the contract, accrued
liabilities are recorded as necessary, to cover pending
contingencies and expenses.

Other
contracts

The Group also performs a large number of
non-significant contracts for which revenue and gross margin is
recorded when services have been rendered.

(e) Foreign
currency transactions

Foreign currency transactions are translated into
Euro at the rate of exchange applicable at the transaction date,
except for those related to long-term contracts which are
translated using the contract rate based on foreign
currency hedging.

F-10



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##### Table of Contents



TECHNIP-COFLEXIP


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

At year end, monetary assets and liabilities
denominated in foreign currencies are translated into Euro at
the rate of exchange prevailing at that date except for
contracts-in-progress accounts and progress payments
received from long-term contract customers which are recorded at
the contract rate. The resulting exchange gains or
losses are recorded in the income statement.

(f) Translation
to reporting currency

The income statements of foreign subsidiaries are
translated into Euro at the average rate of exchange prevailing
during the year. Balance sheets are translated at the exchange
rate at the balance sheet date. Differences arising in the
translation of financial statements of foreign subsidiaries are
recorded in shareholders equity as foreign currency
translation adjustments.

Exchange rate differences attributable to loans
and forward exchange agreements in foreign currencies that are
designated as a hedge of the net assets of a foreign subsidiary
are recorded directly to shareholders equity, together
with the corresponding translation difference on the hedged net
assets.

The functional currency of the foreign
subsidiaries is the local currency except for Brazilian
subsidiaries (Brasflex Tubo Flexiveis & Flexibras Tubos
Flexiveis). For these companies the functional currency is the
US Dollar.

(g) Intangible
assets

Intangible assets primarily consist of
fonds de commerce, which are amortized over five
years, and licenses and patents, which are amortized over ten
years. Costs related to software rights are recorded in
operating income when expensed, except for those costs incurred
in connection with the development of computer systems such as
the E-Procurement platform, which are amortized over five years.

Goodwill resulting from business combinations
accounted for using the purchase method is recorded in the
balance sheet under the Goodwill line item. Goodwill
is amortized over a period ranging from 5 to 25 years,
depending on the activity of the business acquired. Goodwill is
allocated to the different operational segments.

The carrying value of intangible assets is
reviewed periodically for impairment, based on discounted
expected future cash flows. The assumptions used in 2002 are
based on the business plan for the years 2003 to 2005, approved
by the Board of Directors. After 2005, the growth rate is 3%
including 1.5% for inflation. The re-evaluation is made over
10 years with 7% for the discount rate (WACC).

The tax rate used is 35%.

When events or changes in circumstances indicate
that there may be impairment, additional non-recurring
amortization is recorded to reduce the intangible asset to its
estimated net realizable value.

(h) Property,
plant and equipment

Property, plant and equipment are carried at
their acquisition cost. They are depreciated on a straight-line
basis over their estimated useful lives as follows:

|                              |  |  |                 | 
|----------------------------- |  |  | --------------- | 
|Buildings                     |  |  | 10 to 50  years | 
|Vessels                       |  |  | 10 to 25  years | 
|Machinery and equipment       |  |  | 6 to 10 years   | 
|Office fixtures and furniture |  |  | 5 to 10 years   | 
|Vehicles                      |  |  | 3 to 7 years    | 
|EDP equipment                 |  |  | 3 to 5 years    | 

F-11



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##### Table of Contents



TECHNIP-COFLEXIP


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

Property, plant and equipment used by
Technip-Coflexip under capital lease agreements are recorded in
the balance sheet and in the income statement as if acquired by
the Company with a credit facility.

The carrying value of property, plant and
equipment is reviewed for impairment whenever events or changes
in circumstances indicate that there may be impairment. If the
review indicates that any of the tangible assets will not be
recoverable, the tangible asset will be reduced to its estimated
net realizable value.

Dry-docking expenses on vessels are amortized
evenly over the anticipated period between dry-dockings.

(i) Other
investments and loans

Other investments are recorded at the lower of
historical cost or net realizable value, assessed on an
individual investment basis upon the underlying net equity
value, future profitability or market value.

(j) Deferred
bid costs

Costs directly attributable to obtaining future
contracts, the signature of which can be reasonably expected,
are deferred and capitalized in the balance sheet under the
deferred bid costs line item, then transferred to
the contract costs upon final contract award. At year-end, an
allowance is provided according to the probability of success.

(k) Contracts-in-progress

Profits expected to be realized on contracts,
which are recognized in the consolidated income statements as
described in Note 1(d), are based on the
Companys estimates of total contract sales value and costs
at completion. Bonuses and claims amounts are included in
revenue when estimated to be highly probable.

As is common in the industry, certain contracts
are performed jointly by the Company with third parties through
joint ventures. The Companys share in these contracts is
recognized in its consolidated income statement through the
proportionate consolidation of the corresponding joint venture
(see Note 1(b)).

Contracts-in-progress include:



| |   |                                                                                                                                                                                                                                          
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | equipment and material purchases, costs of
    subcontracted services and miscellaneous services incurred in
    relation to the contracts;                                                                                              
|
| |  | man-hour costs directly assigned to the contract,
    valued using hourly rates, which include an overhead factor
    covering all operating expenses except for selling, research and
    development expenses and under-activity costs;
|
| |  | the gross margin recognized under the
    percentage-of-completion method as described in
    Note 1(d).                                                                                                                                 

Contracts-in-progress do not include financial
interests.

Costs incurred in relation with a contract are
accumulated and presented in the balance sheet under the
Contracts-in-progress line item together with the
gross margin recognized (see Note 1(d)).

Progress payments made by customers under ongoing
long-term contracts are accumulated in the balance sheet under
the Progress payments on contracts line item.

At completion of the contract:



| |   |                                                                                                                                                                                                                                                                                                                                                 
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Contracts-in-progress (which at that
    time amounts to the total sales price of the contract) is
    reduced by accumulated progress payments received by the Company
    under this contract, the remaining balance being invoiced to the
    customer and recorded under the Other receivables on
    contracts line item (see Note 17);

F-12



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##### Table of Contents



TECHNIP-COFLEXIP


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)



| |   |                                                                                                                                                                                                                                                                                                                     
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | If necessary, accrued liabilities are recorded to
    cover pending contingencies and expenses, and are shown under
    the Expenses to complete contracts line item in the
    balance sheet. These liabilities are considered as current for
    the purpose of the preparation of the statements of cash flows.

(l) Inventories

Inventories are stated at the lower of cost or
market value, with cost determined on the weighted-average basis.

(m) Receivables

Receivables are stated at their nominal value. A
provision for doubtful accounts is recorded if receivables are
expected to be uncollectable, based on an analysis of aging
schedule.

(n) Advances
to suppliers

Advance payments made to suppliers under
long-term contracts-in-progress are shown under the line item
Advances to suppliers in the balance sheet.

(o) Cash
and cash equivalents

Cash and cash equivalents consist of cash and
liquid marketable securities with an initial maturity of less
than three months. Liquid marketable securities are valued at
their market value at closing date. Changes in fair value, both
unrealized gains and unrealized losses, are recognized in each
periods income statement.

(p) Retirement
indemnities and Accrued liabilities

Accrued liabilities are recorded in compliance
with French CRC 2000-6 based on the analysis of
related exposure.

Foreseeable losses on
contracts:an allowance is made for
foreseeable losses in the case of unprofitable long-term
contracts.

Contingencies related to
contracts:this provision concerns
litigation mainly on former contracts

Territoriality Contingencies related to
contracts:when multiple affiliates or
partners are involved in a contract, the complexity of the
applicable national rules and regulations in countries where the
Company operates, such as administration rules and regulations,
could sometimes cause the Company to use assumptions in order to
measure related obligations.

Expenses to complete
contracts:at the time of sale of a
contract, pending charges and works to be performed to reach the
final acceptance are accounted for as Expenses to complete
contracts.

Accrual for retirement
indemnitiesincludes:



| |   |                                                                                           
| | - | ------------------------------------------------------------------------------------------
| |  | retirement indemnities, which are to be paid at
    retirement date,                      
|
| |  | deferred wages indemnities, which are to be paid
    when employees leave the company, and
|
| |  | retirement indemnities, which are to be paid as
    annuity.                              

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

Restructuring:the
total estimated costs related to a restructuring plan are
recorded in the period when the plan is finalized.

F-13



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##### Table of Contents



TECHNIP-COFLEXIP


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

(q) Deferred
taxation

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 deferred taxation, it is
accounted for as a liability. If such balance is an asset, which
is more likely than not to be realized in the future, it is
accounted for as a receivable.

(r) Financial
instruments

To hedge its exposure to exchange rate
fluctuations during the bid-period of long-term contracts, the
Company occasionally enters into insurance contracts, upon which
foreign currencies are exchanged at a specified rate and at a
specified future date only if the contemplated new contract is
awarded. A premium paid at the outset by the Company to enter
into such insurance contract is charged to the income statement
when paid. If the commercial bid is not successful, the
insurance contract is automatically terminated without any cash
settlements or penalties. On the other hand, if the commercial
contract is awarded to the Company, a second premium is paid to
the insurance company, the cost of which being charged to income
statement over the duration of the contract.

On certain occasions, the Company may buy foreign
currency options during the tender period.

Forward exchange contracts are used to hedge firm
contractual commitments and identified forecasted flows on
ongoing contracts not previously hedged using an insurance
contract or to adjust the hedging position during the life of a
previously hedged contract.

The hedging instrument sometimes relates to the
portion of anticipated foreign currency cash inflows for a
contract not naturally hedged by estimated foreign currency cash
outflows to be incurred during the performance of the same
contract.

Every Groups subsidiary enters into forward
exchange contracts with banks or with the Group financing
company, Technip Eurocash G.E.I.E.

The Company does not buy or sell any financial
instruments for speculative purposes. All financial instruments
held by the Group are off-balance sheet commitments and are
consequently not reflected in the balance sheet. As a result,
related unrealized gains or losses are not recorded in the
balance sheet. Realized exchange gain or loss arising from a
foreign currency instrument designated as a hedge is recorded in
the consolidated statement of income when the underlying
transaction occurs.

Except for certain interest rate swaps, all
financial instruments and the related underlying transactions
have a maturity of less than two years.

(s) Research
and development

Research and development costs are expensed when
incurred and classified as operating expenses. However, they are
deferred in the balance sheet when technical feasibility and
return of investment can be demonstrated.

(t) Financial
result

Financial result on long term contracts is
recorded as sales. Financial result not related to long term
contracts is presented separately in the consolidated statement
of income under the Financial result line item.

F-14



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##### Table of Contents



TECHNIP-COFLEXIP


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

(u) Non-operating
income

Non-operating income relates to income and
expenses arising from assets disposals and restructuring
operations.

(v) Diluted
earnings per share

Diluted earnings per share has been calculated on
the basis of the net income after deduction of financial costs
and redemption premium amortization, after tax relating to the
OCEANE loan. It is also based on the number of common stock
outstanding as of each year-end including outstanding options to
subscribe new shares granted to employees and after deduction of
existing shares held by subsidiaries.

(w) Shares
held by subsidiaries

Shares held by subsidiaries are presented as a
reduction of shareholders equity except for shares
assigned to stock-options plans, which are presented as
marketable securities.

Note 2  Changes in scope of
consolidation: significant acquisitions and
divestitures

For the year
ended December 31, 2002

In June 2002, the reciprocal shareholding
agreement established as part of the public exchange offer in
October 2001 between Technip and Coflexip ended and the separate
Isis shares were cancelled. Following the integration of Isis,
the Technip Coflexip shares held by Isis were cancelled, CGG
shares held by Isis were exchanged for Technip Coflexip then
cancelled, and shares of Novasep and Géoservices held by
Isis were sold.

No significant acquisition occurred in 2002.

In 2002, Technip-Coflexip sold its minority stake
of 46% in Ipedex accounted for under the equity method in 2001.
Coflexip also sold in 2002 non-strategic assets including: the
subsidiaries Mac Nulty Offshore Ltd and Captain Franck Mc Nulty
& Sons Ltd (construction site in United Kingdom), as well as
the activities and resources related to the Well
Operations branch (including the Seawell vessel).
Technip-Coflexip also sold the former Coflexip head office
building located at Porte Maillot.

The goodwill resulting from the acquisition of
the 69.1% interest in Coflexip in 2001 has been adjusted in 2002
in order to take into account the consolidated gains from the
sales of certain Coflexip assets/activities during the year
2002. Other adjustments were also made and are presented below.
The company has allocated the total goodwill of Coflexip to two
activity sectors of the Offshore branch: (1) the floaters and
floaters facilities sector and relates mainly to the Aker
Maritime division acquired by Coflexip in 2001; (2) the SURF
activity

F-15



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##### Table of Contents



TECHNIP-COFLEXIP


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

(Subsea, Umbilicals, Risers and Flowlines) and
relates to the main activity of Coflexip before the acquisition
of Aker. The goodwill, which is not deductible for tax purposes,
after adjustment is detailed as follows:

|                                                                                      |  |  |        |             |  |  |         |  
|------------------------------------------------------------------------------------- |  |  | ------ | ----------- |  |  | ------- | -
|                                                                                      |  |  |        | In millions | 
|                                                                                      |  |  |        | of EUR      | 
|                                                                                      |  |  |        |             | 
|Creation of 5,504,436 Technip-Coflexip shares
    ( 147.99 a
    share)              |  |  |        |             |  |  | 814.6   |  
|Cash paid for 5,000,000 Coflexip shares
    ( 199 a
    share)                       |  |  |        |             |  |  | 995.0   |  
|Net purchase costs                                                                    |  |  |        |             |  |  | 28.7    |  
|                                                                                      |  |  |        |             |  | 
|Purchase price for 52.47% in
    Coflexip                                             |  |  |        |             |  |  | 1,838.3 |  
|Coflexip net equity as of September 30, 2001
    (52.47%)                             |  |  |        |             |  |  | (421.4  | )
|                                                                                      |  |  |        |             |  | 
|Step-up for 52.47% in Coflexip                                                        |  |  |        |             |  |  | 1,416.9 |  
|Step-up for 16.63% in Coflexip via Isis                                               |  |  |        |             |  |  | 253.1   |  
|                                                                                      |  |  |        |             |  | 
|Step-up for 69.1% in Coflexip                                                         |  |  |        |             |  |  | 1,670.0 |  
|Reversal of net goodwill accounted by Coflexip
    (foreign exchange effect included) |  |  |        |             |  |  | 503.5   |  
|Preliminary allocation to identified assets:                                          |  |  |        |             |  |  |         |  
|Vessels                                                                               |  |  | (106.4 | )           |  |  |         |  
|Buildings                                                                             |  |  | (24.2  | )           |  |  | (125.5  | )
|Patents                                                                               |  |  | (59.4  | )           |  |  |         |  
|Deferred tax                                                                          |  |  | 64.5   |             |  |  |         |  
|                                                                                      |  |  |        |             |  | 
|Goodwill determined at date of
    acquisition                                        |  |  |        |             |  |  | 2,048.0 |  
|                                                                                      |  |  |        |             |  | 
|Adjustment on Coflexip shares coming from ISIS
    (after merger)                     |  |  |        |             |  |  | 5.5     |  
|Gain on sales of CSO assets                                                           |  |  |        |             |  |  | (48.3   | )
|Depreciation of American deferred tax assets                                          |  |  |        |             |  |  | 13.8    |  
|Provisions for transfers                                                              |  |  |        |             |  |  | 32.1    |  
|Provisions and various charges                                                        |  |  |        |             |  |  | 48.0    |  
|                                                                                      |  |  |        |             |  | 
|Goodwill 2002 after adjustment
    (gross)                                            |  |  |        |             |  |  | 2,099.1 |  
|                                                                                      |  |  |        |             |  | 

The goodwill related to Coflexip after the
purchase of the two installments in 2000 and 2001 and after the
adjustments made in 2002, can be summarized as follows:

|                                                                         |  |             |         |  
|------------------------------------------------------------------------ |  | ----------- | ------- | -
|                                                                         |  | In millions |        
|                                                                         |  | of EUR      |        
|                                                                         |  |             |        
|Goodwill on the purchase of 29.7% of Coflexip
    shares (April 2000)    |  |             | 447.5   |  
|Goodwill on the purchase of 52.47% of Coflexip
    shares (October 2001) |  |             | 2,099.1 |  
|Accumulated amortization as of December 31,
    2002                     |  |             | (167.1  | )
|                                                                         |  |             |        
|Goodwill after adjustments, net                                          |  |             | 2,379.5 |  
|Goodwill, net, related to the
    « Floaters » activity                  |  |             | 404.4   |  
|Goodwill, net, related to the
    « SURF » activity                      |  |             | 1,975.1 |  

The Group performed an impairment test on this
goodwill by comparing the book value of the activity to its fair
value, based on estimated discounted cash flows converted to a
current value. Based on the impairment test, no impairment is
required.

The unaudited 2001 proforma consolidated income
statement of Technip-Coflexip is based on the assumption that
the acquisition of Coflexip described herein was made on
January 1, 2001. The activity related to Isis is not
included because it is not material.

F-16



---



##### Table of Contents



TECHNIP-COFLEXIP


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

|                                                  |  |                    |         |   |             |      |              |            |  |            |             |      |          |                |         |          |          |  |       |     |  |  |         |  
|------------------------------------------------- |  | ------------------ | ------- | - | ----------- | ---- | ------------ | ---------- |  | ---------- | ----------- | ---- | -------- | -------------- | ------- | -------- | -------- |  | ----- | --- |  |  | ------- | -
|                                                  |  |                    |         |   |             |      |              | Proforma   |  |            |             |      |         
|                                                  |  |                    |         |   |             | 2001 |              |            |  |            |            
|                                                  |  | Technip-Coflexip   |         |   |             |      | Presented in |            |  | Additional |             |      | Proforma |               
|                                                  |  | Historical         |         |   | Adjustments |      |              | the annual |  |            | adjustments |      |          | 2001 after     |        
|                                                  |  | 2001               |         |   | 2001        |      |              | report in  |  |            | 2001        |      |          | additional     |        
|                                                  |  | (12 months)        |         |   | (*)         |      |              | 2001(*)    |  |            | (*)         |      |          | adjustments(*) |        
|                                                  |  |                    |         |   |             |      |              |            |  |            |             |      |          |                |        
|                                                  |  | Technip            |         |   |             |      |              |            |  |            |             |      |         
|                                                  |  | former             |         |   |             |      |              |            |  |            |             |      |         
|                                                  |  | scope of           |         |   |             |      | Technip-     |            |  | Technip-   |             |      | Technip- |                |         | Technip- |         
|                                                  |  | consolidation      |         |   | Coflexip    |      |              | Coflexip   |  |            | Coflexip    |      |          | Coflexip       |         |          | Coflexip | 
|                                                  |  |                    |         |   |             |      |              |            |  |            |             |      |          |                |         |          |          | 
|                                                  |  |                   
|                                                  |  | In millions of EUR |        
|Net sales                                         |  |                    | 3,051.0 |   |             |      | 1,898.8      |            |  |            |            |      |          |                | 4,949.8 |          |          |  |      |     |  |  | 4,949.8 |  
|Operating income before goodwill
    amortization |  |                    | 203.5   |   |             |      | 118.9        |            |  |            | (14.2       | )(a) |          |                | 308.2   |          |          |  | 4.0   | (e) |  |  | 312.2   |  
|Goodwill amortization                             |  |                    | (41.6   | ) |             |      | (170.5       | )          |  |            | 96.3        | (b)  |          |                | (115.8  | )        |          |  |      |     |  |  | (115.8  | )
|Operating income                                  |  |                    | 161.9   |   |             |      | (51.6        | )          |  |            | 82.1        |      |          |                | 192.4   |          |          |  | 4.0   | (e) |  |  | 196.4   |  
|Financial result                                  |  |                    | (0.5    | ) |             |      | (10.0        | )          |  |            | (41.3       | )(c) |          |                | (51.8   | )        |          |  | 22.6  | (f) |  |  | (29.2   | )
|Non operating income                              |  |                    | (6.6    | ) |             |      |              |            |  |            | 2.8         |      |          |                | (3.8    | )        |          |  |      |     |  |  | (3.8    | )
|Income of equity affiliates                       |  |                    | 25.2    |   |             |      | (0.8         | )          |  |            | (24.0       | )(d) |          |                | 0.4     |          |          |  |      |     |  |  | 0.4     |  
|Income tax                                        |  |                    | (57.2   | ) |             |      | (42.8        | )          |  |            | 19.5        |      |          |                | (80.5   | )        |          |  | (16.3 | )   |  |  | (96.8   | )
|Minority interests                                |  |                    | (1.8    | ) |             |      | (0.1         | )          |  |            | (1.7        | )    |          |                | (3.6    | )        |          |  |      |     |  |  | (3.6    | )
|                                                  |  |                    |         |   |             |      |              |            |  |            |             |      |          |                |         |          |          | 
|Net income                                        |  |                    | 121.0   |   |             |      | (105.3       | )          |  |            | 37.4        |      |          |                | 53.1    |          |          |  | 10.3  |     |  |  | 63.4    |  
|                                                  |  |                    |         |   |             |      |              |            |  |            |             |      |          |                |         |          |          | 
|Diluted pro forma earning per share               |  |                    |         |   |             |      |              |            |  |            |             |      |          |                | 2.09    |          |          |  |       |     |  |  | 2.50    |  



---

(*) Unaudited



|    |                                                                                                                                                                                                                                                                                                                                       
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | Additional depreciation and amortization of
    identified assets (vessels, buildings and patents) based on the
    recorded values in Technip-Coflexip financial statements for the
    first nine months of 2001.                                                                                                                   
|   
|(b) | Reversal of goodwill amortization recorded in
    Coflexip statement of income
    ( 212.1 million)
    and calculation of a normative goodwill amortization
    ( 115.8 million):
    Mannesmann
     8 million,
    others
     3.5 million,
    Coflexip 29.7%,
     22.4 million
    and Coflexip 52.47%,
     81.9 million.
|   
|(c) | Nine months of interest expense related to the
    credit facility for financing the public offer on Coflexip                                                                                                                                                                                                                         
|   
|(d) | Reversal of twelve months of income from equity
    affiliates from Coflexip                                                                                                                                                                                                                                                          
|   
|(e) | Coflexip acquisition costs following the public
    offer and the exchange public offer                                                                                                                                                                                                                                               
|   
|(f) | Impact of the substitution of the bond issue to
    the credit facility                                                                                                                                                                                                                                                               



| |                                         
| | ----------------------------------------
| | For the year ended December 31,
    2001

In August 2001, Technip launched two public
offers on Coflexip and Isis, in order to take the control of
Coflexip, in which Technip already held a 29.4% interest
(initially 29.7%).



| |                                               
| | ----------------------------------------------
| | (a) Purchase of 99.05% of interest in
    Isis

As a result of the exchange public offer launched
in the beginning of July 2001, Technip finalized the purchase of
99.05% interest in Isis (4,601,170 shares) at the beginning
of October 2001. The exchange ratio was 11 Technip shares for
10 Isis shares, which created an additional 5,061,287
Technip (renamed Technip-Coflexip) shares
( 749 million).

The Isis balance sheet item
Investments as of September 30, 2001
represented shares of public companies (11.5% interest in
Technip, 16.6% interest in Coflexip and 12.3% interest in
Compagnie Generale de Geophysique CGG) and shares of
private companies with estimated sales value of
 205 million.

F-17



---



##### Table of Contents



TECHNIP-COFLEXIP


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

In consideration of two exchange promises signed
by Isis and Institut Français du Petrole (IFP)
in November 2001, the CGG shares held by Isis will be sold to
IFP in a 36-month period beginning December 31, 2001. These
shares are recorded at their historical book value
( 73.1 million)
in Isis account.

The balance sheets of Isis as of
September 30, 2001 and December 31, 2001 used for
Technip-Coflexip consolidation purposes are detailed as follows.

|                                               |  |                    |       |  |          |  |       | 
|---------------------------------------------- |  | ------------------ | ----- |  | -------- |  | ----- | 
|                                               |  | Sept. 30,          |       |  | Dec. 31, | 
|                                               |  | 2001(*)            |       |  | 2001     | 
|                                               |  |                    |       |  |          | 
|                                               |  |                   
|                                               |  | In millions of EUR |      
|Investments(**)                                |  |                    | 161.0 |  |          |  | 161.0 | 
|Current assets                                 |  |                    | 168.4 |  |          |  | 169.6 | 
|                                               |  |                    |       |  |          | 
|TOTAL ASSETS                                   |  |                    | 329.4 |  |          |  | 330.6 | 
|                                               |  |                    |       |  |          | 
|Shareholders equity                           |  |                    | 301.7 |  |          |  | 302.8 | 
|Liabilities                                    |  |                    | 27.7  |  |          |  | 27.8  | 
|                                               |  |                    |       |  |          | 
|TOTAL SHAREHOLDERS EQUITY AND
    LIABILITIES |  |                    | 329.4 |  |          |  | 330.6 | 
|                                               |  |                    |       |  |          | 



---



|     |                                                                                                                               
|---- | ------------------------------------------------------------------------------------------------------------------------------
|(*)  | Unaudited                                                                                                                     
|    
|(**) | Historical book value: Technip-Coflexip,
     31.7 million,
    Coflexip,
     56.2 million
    and CGG,
     73.1 million.

The difference between the purchase price and the
shareholders equity at the date of acquisition of Isis by
Technip-Coflexip amounted to
 450.2 million
[749 - (301.7 × 99.05%)] and was fully allocated
to Technip-Coflexip and Coflexip shares.



| |                                                   
| | --------------------------------------------------
| | (b) Purchase of 52.47% of interest in
    Coflexip

Technip held since April 2000 a 29.4% (initially
29.7%) interest in Coflexip. As a result of the exchange public
offers launched in the beginning of July 2001, Technip finalized
at the beginning of October 2001, the additional purchase of a
52.47% interest in Coflexip. As a result of the public exchange
offer on Isis, which holds 16.6% of Coflexip (see Note 2
(a)) and of this transaction, Technip holds directly
and indirectly a 98.36% interest in Coflexip. The purchase of
52.47% of interest in Coflexip was through cash
(OPA) for 5,000,000 shares
( 199 per
share, i.e. total of
 995 million)
and the issuance of new Technip shares based on the exchange
ratio of 9 Technip shares for 8 Coflexip shares. This
transaction created 5,504,436 new Technip (renamed
Technip-Coflexip) shares
( 814.6 million).

The global purchase price of Coflexip shares
obtained at the end of the public offers on Coflexip shares
(52.47%) amounted to
 1,838.3 million,
including net purchase costs of
 28.7 million.

F-18



---



##### Table of Contents



TECHNIP-COFLEXIP


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

Coflexip balance sheets as of September 30,
2001 and December 31, 2001 used for Technip-Coflexip
consolidation purposes are detailed as follows:

|                                               |  |                    |         |  |              |  |         | 
|---------------------------------------------- |  | ------------------ | ------- |  | ------------ |  | ------- | 
|                                               |  | September 30,      |         |  | December 31, | 
|                                               |  | 2001(*)            |         |  | 2001         | 
|                                               |  |                    |         |  |              | 
|                                               |  |                   
|                                               |  | In millions of EUR |        
|Intangible assets                              |  |                    | 481.1   |  |              |  | 517.4   | 
|Tangible assets                                |  |                    | 695.3   |  |              |  | 689.1   | 
|Investments                                    |  |                    | 16.7    |  |              |  | 17.0    | 
|Other current assets                           |  |                    | 685.2   |  |              |  | 698.3   | 
|Cash and cash equivalent                       |  |                    | 241.5   |  |              |  | 213.2   | 
|                                               |  |                    |         |  |              | 
|TOTAL ASSETS                                   |  |                    | 2,119.8 |  |              |  | 2,135.0 | 
|                                               |  |                    |         |  |              | 
|Shareholders equity                           |  |                    | 788.0   |  |              |  | 807.0   | 
|Minority interests                             |  |                    | 15.1    |  |              |  | 15.7    | 
|Long term debt                                 |  |                    | 508.0   |  |              |  | 566.6   | 
|Short term debt                                |  |                    | 751.8   |  |              |  | 712.9   | 
|Bank overdrafts                                |  |                    | 56.9    |  |              |  | 32.8    | 
|                                               |  |                    |         |  |              | 
|TOTAL SHAREHOLDERS EQUITY AND
    LIABILITIES |  |                    | 2,119.8 |  |              |  | 2,135.0 | 
|                                               |  |                    |         |  |              | 



---



|    |                                               
|--- | ----------------------------------------------
|(*) | Before purchase price allocation and unaudited

The following information is presented below:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the 2001 Coflexip condensed income statement
    including the Aker Deepwater Division goodwill amortization of
     142.6 million
    at the end of the year and,                                                                                                                                                                                                                                                                                                                                   
|
| |  | the 2001 fourth quarter Coflexip condensed
    income statement used by Technip-Coflexip for consolidation
    purposes. It is not affected by the exceptional amortization
    mentioned above, as a result of (i) the accounting rules
    applicable to the allocation of the Coflexip purchase price and
    (ii) the positive result of the impairment test performed
    on the goodwill determined on the Coflexip acquisition, on the
    basis of the estimated future discounted cash flows.

|                                                          |  |                    |         |   |                  |  |       |  
|--------------------------------------------------------- |  | ------------------ | ------- | - | ---------------- |  | ----- | -
|                                                          |  | 2001               |         |   | 2001             | 
|                                                          |  | (12 months)        |         |   | (4th quarter)(*) | 
|                                                          |  |                    |         |   |                  | 
|                                                          |  |                   
|                                                          |  | In millions of EUR |        
|Net sales                                                 |  |                    | 1,898.8 |   |                  |  | 495.0 |  
|Operating income before depreciation and
    amortization |  |                    | 222.5   |   |                  |  | 61.6  |  
|Depreciation and amortization other than goodwill         |  |                    | (103.7  | ) |                  |  | (26.5 | )
|Operating income before goodwill amortization             |  |                    | 118.8   |   |                  |  | 35.1  |  
|Goodwill amortization                                     |  |                    | (170.4  | ) |                  |  | (7.8  | )
|                                                          |  |                    |         |   |                  | 
|Operating income                                          |  |                    | (51.6   | ) |                  |  | 27.3  |  
|Financial result                                          |  |                    | (10.9   | ) |                  |  | 2.4   |  
|Income tax                                                |  |                    | (42.8   | ) |                  |  | (8.3  | )
|Income of equity affiliates                               |  |                    | (0.1    | ) |                  |  | (1.2  | )
|Minority interests                                        |  |                    |        |   |                  |  | (0.6  | )
|                                                          |  |                    |         |   |                  | 
|Net income                                                |  |                    | (105.4  | ) |                  |  | 19.6  |  
|                                                          |  |                    |         |   |                  | 



---



|    |          
|--- | ---------
|(*) | Unaudited

F-19



---



##### Table of Contents



TECHNIP-COFLEXIP


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)



| |                                         
| | ----------------------------------------
| | For the year ended December 31,
    2000

(c) Purchase
of 29.7% of interest in Coflexip

On April 19, 2000, Technip-Coflexip
(formerly Technip) acquired 29.7% of Coflexips shares for
a purchase price of
 659.7 million
(including net purchase costs of
 2.9 million).
Coflexip was accounted for under the equity method in 2000 and
during the first nine months of 2001. The resulting goodwill
amounted to
 447 million
and is being amortized over 20 years.

Summarized consolidated balance sheet as of
December 31, 2000 is presented as follows:

|                                     |  |             |         | 
|------------------------------------ |  | ----------- | ------- | 
|                                     |  | 12/31/00    |        
|                                     |  |             |        
|                                     |  | In millions |        
|                                     |  | of EUR      |        
|Cash and cash equivalents            |  |             | 598.8   | 
|Other current assets                 |  |             | 442.4   | 
|Investments & other assets           |  |             | 3.8     | 
|Property, plant, ships and equipment |  |             | 502.2   | 
|Intangible assets                    |  |             | 52.0    | 
|                                     |  |             |        
|Total assets                         |  |             | 1,599.2 | 
|                                     |  |             |        
|Net operating revenues               |  |             | 1,064.5 | 
|Operating income                     |  |             | 108.8   | 
|Net income                           |  |             | 222.7   | 
|Current liabilities                  |  |             | 575.8   | 
|Long term liabilities                |  |             | 117.4   | 
|Shareholders equity                 |  |             | 906.0   | 
|                                     |  |             |        
|Total liabilities and net equity     |  |             | 1,599.2 | 
|                                     |  |             |        

Technips share in the 2000 net income of
Coflexip amounts to
 60 million.
In order to reflect the fact that this net income includes a
significant portion arising from a non-recurring transaction,
the Company decided to split in the 2000 income statement its
share into the following components:



| |   |                                                                                                                                                                                                                                                             
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | a
     39 million
    amount recorded under the Other non-operating income
    line item of the income statement which refers to the net gain
    resulting from the sale of a major Coflexip investment in the
    second semester of 2000 (see Note 7);
|
| |  | the remaining
     21 million
    portion recorded under the Income of equity
    affiliates line item of the income statement.                                                                                                                          

(d) Krebs-Speichim

In September 2000, Technip-Coflexip (formerly
Technip) acquired at a purchase price of
 21.7 million
the remaining 50% of Krebs-Speichim, which had been accounted
for under the proportionate consolidation method. Since
September 2000, Krebs-Speichim is consolidated. The resulting
goodwill approximately amounts to
 13 million
and has been amortized over 20 years.

F-20



---



##### Table of Contents



TECHNIP-COFLEXIP


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

Note 3  Business and
geographical segment information

(a) Information
by business segment

Technip Coflexip has three operational segments,
which are defined as follows:



| |   |                                                                                                                                                                                                                     
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Offshore  integrated design,
    engineering, fabrication and construction services, including
    floaters, subsea flow lines, risers and umbilicals as well as
    project management and maintenance operations.
|
| |  | Onshore/ Downstream  design and
    implementation of production, refining and treatment units.                                                                                                                    
|
| |  | Industries  project management and
    engineering services to a diverse array of clients unrelated to
    the hydrocarbons industry.                                                                              

Segment results used by the Company to measure
segment profitability is the operating income before
depreciation and amortization (EBITDA).

Note: The significant change in scope of
consolidation, which took place on October 1, 2001, does
not allow for a true comparison (see Introductory
Note (a)). The 2001 business activity includes
Technips previous 12 months activity plus
Coflexips activity from October 1, 2001.

F-21



---



##### Table of Contents



TECHNIP-COFLEXIP


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

|                                                                            |  |                    |         |          |            |  |         |            |  |  |           |  |  |       |       |  |  |  |          | 
|--------------------------------------------------------------------------- |  | ------------------ | ------- | -------- | ---------- |  | ------- | ---------- |  |  | --------- |  |  | ----- | ----- |  |  |  | -------- | 
|                                                                            |  |                    |         | Onshore/ |            |  |         |            |  |  |          
|                                                                            |  | Offshore           |         |          | Downstream |  |         | Industries |  |  | Corporate |  |  | Total |      
|                                                                            |  |                    |         |          |            |  |         |            |  |  |           |  |  |       |      
|                                                                            |  |                    |         |         
|                                                                            |  | In millions of EUR |         |          |           
|2002                                                                        |  |                    |         |          |            |  |         |            |  |  |           |  |  |       |       |  |  |  |          | 
|Net Sales                                                                   |  |                    | 2,125.0 |          |            |  | 1,938.6 |            |  |  | 388.7     |  |  |       |      |  |  |  | 4,452.3  | 
|Operating income before depreciation and
    amortization (EBITDA)          |  |                    | 250.1   |          |            |  | 85.3    |            |  |  | 12.2      |  |  |       |      |  |  |  | 347.6    | 
|Backlog as of December 31                                                   |  |                    | 1,760.7 |          |            |  | 3,625.7 |            |  |  | 389.7     |  |  |       |      |  |  |  | 5,776.1  | 
|Capital expenditures (property, plant and
    equipment)                    |  |                    | 106.0   |          |            |  | 16.0    |            |  |  | 2.3       |  |  |       |      |  |  |  | 124.3    | 
|Segment assets                                                              |  |                    | 5,314.0 |          |            |  | 3,991.0 |            |  |  | 956.0     |  |  |       | 345.0 |  |  |  | 10,606.0 | 
|Net goodwill                                                                |  |                    | 2,379.5 |          |            |  | 149.0   |            |  |  | 0.3       |  |  |       |      |  |  |  | 2,528.8  | 
|2001                                                                        |  |                    |         |          |            |  |         |            |  |  |           |  |  |       |       |  |  |  |          | 
|Net Sales                                                                   |  |                    | 722.0   |          |            |  | 2,352.0 |            |  |  | 472.0     |  |  |       |      |  |  |  | 3,546.0  | 
|(of which Offshore Coflexip for the
    4th quarter:
     495.0 million)   |  |                    |         |          |            |  |         |            |  |  |           |  |  |       |       |  |  |  |          | 
|Operating income before depreciation and
    amortization (EBITDA)          |  |                    | 86.3    |          |            |  | 189.0   |            |  |  | 9.1       |  |  |       |      |  |  |  | 284.4    | 
|(of which Offshore Coflexip for the
    4th quarter:
     61.6 million)    |  |                    |         |          |            |  |         |            |  |  |           |  |  |       |       |  |  |  |          | 
|Backlog as of December 31                                                   |  |                    | 2,138.0 |          |            |  | 2,498.0 |            |  |  | 290.0     |  |  |       |      |  |  |  | 4,926.0  | 
|(of which Offshore Coflexip for the
    4th quarter:
     1,887.0 million) |  |                    |         |          |            |  |         |            |  |  |           |  |  |       |       |  |  |  |          | 
|Capital expenditures (property, plant and
    equipment)                    |  |                    | 25.4    |          |            |  | 17.0    |            |  |  | 2.0       |  |  |       |      |  |  |  | 44.4     | 
|(of which Offshore Coflexip for the
    4th quarter:
     25.4 million)    |  |                    |         |          |            |  |         |            |  |  |           |  |  |       |       |  |  |  |          | 
|Segment assets                                                              |  |                    | 5,637.3 |          |            |  | 5,224.0 |            |  |  | 726.5     |  |  |       | 529.9 |  |  |  | 12,117.7 | 
|Net Goodwill                                                                |  |                    | 2,435.8 |          |            |  | 149.2   |            |  |  |          |  |  |       |      |  |  |  | 2,584.9  | 
|2000                                                                        |  |                    |         |          |            |  |         |            |  |  |           |  |  |       |       |  |  |  |          | 
|Net sales                                                                   |  |                    | 130.0   |          |            |  | 2,290.9 |            |  |  | 551.1     |  |  |       |      |  |  |  | 2,972.0  | 
|Operating income before depreciation and
    amortization (EBITDA)          |  |                    | 0.1     |          |            |  | 157.1   |            |  |  | 41.7      |  |  |       |      |  |  |  | 198.9    | 
|Backlog as of December 31                                                   |  |                    | 260.0   |          |            |  | 2,742.0 |            |  |  | 408.0     |  |  |       |      |  |  |  | 3,410.0  | 
|Capital expenditures (property, plant and
    equipment)                    |  |                    | 1.0     |          |            |  | 12.2    |            |  |  | 0.8       |  |  |       |      |  |  |  | 14.0     | 
|Segment assets                                                              |  |                    | 787.0   |          |            |  | 4,861.0 |            |  |  | 707.0     |  |  |       | 551.6 |  |  |  | 6,906.6  | 
|Net Goodwill                                                                |  |                    | 430.5   |          |            |  | 161.0   |            |  |  |          |  |  |       |      |  |  |  | 591.5    | 

Segment assets are those assets related
exclusively to the operations of commercial contracts operated
in each operational business segment; all other operating assets
not exclusively related to a single business segment are
allocated based on net sales reported by each business segment.

(b) Information
by geographical segment

Technip-Coflexip has activity in four major
geographical areas.

Note: The significant change in scope of
consolidation, which took place on October 1, 2001, does
not allow for a true comparison (see Introductory
Note (a)). The 2001 business activity includes
Technips previous 12 months activity plus
Coflexips activity from October 1, 2001.

F-22



---



##### Table of Contents



TECHNIP-COFLEXIP


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

|                                                          |  |                    |         |  |          |  |         |         |  |  |         |  |  |          |         |  |       |  |       |  |  |  |         | 
|--------------------------------------------------------- |  | ------------------ | ------- |  | -------- |  | ------- | ------- |  |  | ------- |  |  | -------- | ------- |  | ----- |  | ----- |  |  |  | ------- | 
|                                                          |  | Europe,            |         |  | Middle   |  |         |         |  |  |         |  |  |         
|                                                          |  | Russia, and        |         |  | East and |  |         | Asia    |  |  |         |  |  |          |        
|                                                          |  | Central Asia(*)    |         |  | Africa   |  |         | Pacific |  |  | America |  |  | Seas(**) |         |  | Total | 
|                                                          |  |                    |         |  |          |  |         |         |  |  |         |  |  |          |         |  |       | 
|                                                          |  |                   
|                                                          |  | In millions of EUR |        
|2002                                                      |  |                    |         |  |          |  |         |         |  |  |         |  |  |          |         |  |       |  |       |  |  |  |         | 
|Net sales                                                 |  |                    | 1,196.6 |  |          |  | 1,482.0 |         |  |  | 445.2   |  |  |          | 1,328.5 |  |       |  |      |  |  |  | 4,452.3 | 
|Operating income before depreciation and
    amortization |  |                    | 148.4   |  |          |  | 102.9   |         |  |  | 22.1    |  |  |          | 74.2    |  |       |  |      |  |  |  | 347.6   | 
|Backlog as of December 31                                 |  |                    | 833.7   |  |          |  | 3,038.0 |         |  |  | 510.7   |  |  |          | 1,393.7 |  |       |  |      |  |  |  | 5,776.1 | 
|Property, plant and equipment, net                        |  |                    | 249.0   |  |          |  | 36.9    |         |  |  | 5.6     |  |  |          | 140.2   |  |       |  | 429.4 |  |  |  | 861.1   | 
|2001                                                      |  |                    |         |  |          |  |         |         |  |  |         |  |  |          |         |  |       |  |       |  |  |  |         | 
|Net sales                                                 |  |                    | 942.0   |  |          |  | 1,209.0 |         |  |  | 560.0   |  |  |          | 835.0   |  |       |  |      |  |  |  | 3,546.0 | 
|Operating income before depreciation and
    amortization |  |                    | 73.2    |  |          |  | 74.8    |         |  |  | 72.2    |  |  |          | 64.2    |  |       |  |      |  |  |  | 284.4   | 
|Backlog as of December 31                                 |  |                    | 793.0   |  |          |  | 1,694.0 |         |  |  | 771.0   |  |  |          | 1,668.0 |  |       |  |      |  |  |  | 4,926.0 | 
|Property, plant and equipment, net                        |  |                    | 327.2   |  |          |  | 0.9     |         |  |  | 6.5     |  |  |          | 147.6   |  |       |  | 500.1 |  |  |  | 982.3   | 
|2000                                                      |  |                    |         |  |          |  |         |         |  |  |         |  |  |          |         |  |       |  |       |  |  |  |         | 
|Net sales                                                 |  |                    | 717.0   |  |          |  | 1,448.3 |         |  |  | 352.2   |  |  |          | 454.5   |  |       |  |      |  |  |  | 2,972.0 | 
|Operating income before depreciation and
    amortization |  |                    | 64.2    |  |          |  | 102.9   |         |  |  | 29.3    |  |  |          | 2.5     |  |       |  |      |  |  |  | 198.9   | 
|Backlog as of December 31                                 |  |                    | 590.6   |  |          |  | 1,754.8 |         |  |  | 728.7   |  |  |          | 335.9   |  |       |  |      |  |  |  | 3,410.0 | 
|Property, plant and equipment, net                        |  |                    | 154.2   |  |          |  |        |         |  |  | 4.9     |  |  |          | 3.0     |  |       |  |      |  |  |  | 162.1   | 



---



|    |                               
|--- | ------------------------------
|(*) | of which net sales for France:

 2002:
 77.9 million,

 2001:
 88.5 million,

 2000:
 89.2 million,

(**) Vessels.



|    |                
|--- | ---------------
|(c) | Major Customers

The Group had no customers representing more than
10% of total net sales during the years ended December 31,
2002, 2001 and 2000.

F-23



---



##### Table of Contents



TECHNIP-COFLEXIP


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

Note 4  Operating
income

Operating income is stated after accounting for
the following items:

(a) Amortization
and depreciation

|                                      |  |                    |        |   |          |  |        |          |  |  |       |  
|------------------------------------- |  | ------------------ | ------ | - | -------- |  | ------ | -------- |  |  | ----- | -
|                                      |  | 12/31/02           |        |   | 12/31/01 |  |        | 12/31/00 | 
|                                      |  |                    |        |   |          |  |        |          | 
|                                      |  |                   
|                                      |  | In millions of EUR |       
|Amortization of intangible assets (*) |  |                    | (15.8  | ) |          |  | (8.0   | )        |  |  | (1.4  | )
|                                      |  |                    |        |   |          |  |        |          | 
|Depreciation of tangible assets:      |  |                    |        |   |          |  |        |          |  |  |       |  
|Buildings                             |  |                    | (21.3  | ) |          |  | (8.7   | )        |  |  | (4.8  | )
|Vessels                               |  |                    | (42.7  | ) |          |  | (14.2  | )        |  |  |      |  
|Machinery and equipment               |  |                    | (37.8  | ) |          |  | (6.5   | )        |  |  | (1.5  | )
|Office fixtures and furniture         |  |                    | (21.4  | ) |          |  | (12.2  | )        |  |  | (8.0  | )
|Other                                 |  |                    | (4.0   | ) |          |  |       |          |  |  | (0.6  | )
|                                      |  |                    |        |   |          |  |        |          | 
|Total depreciation of tangible assets |  |                    | (127.2 | ) |          |  | (41.6  | )        |  |  | (14.9 | )
|                                      |  |                    |        |   |          |  |        |          | 
|Goodwill amortization                 |  |                    | (117.8 | ) |          |  | (61.3  | )        |  |  | (26.7 | )
|Total depreciation and amortization   |  |                    | (260.8 | ) |          |  | (110.9 | )        |  |  | (43.0 | )
|                                      |  |                    |        |   |          |  |        |          | 



---



|    |                                
|--- | -------------------------------
|(*) | Excluding goodwill amortization

The significant increase in depreciation and
amortization is mainly the result of the change in scope of
consolidation that occurred in October 2001 as described in
Note 2 as Coflexip manages and uses significant
industrial assets.

(b) Research
and Development expenses

Research and Development expenses amounted to
 37.4 million,
 18.3 million
and
 7.2 million
in 2002, 2001 and 2000 respectively.

(c) Financial
result from ongoing contracts

As described in Note 1 (t),
financial income and expenses arising from ongoing turnkey
contracts are included in net sales for
 14
million,
 17 million
and
 25 million
for the years ended December 31, 2002, 2001 and 2000
respectively.

Note 5  Payroll and staff
(unaudited)

Technip-Coflexip has a workforce of approximately
19,000 people located in 52 countries, including an
average of 4,000 external staff integrated in operating
teams.

F-24



---



##### Table of Contents



TECHNIP-COFLEXIP


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

Note 6  Financial
result

|                                                                 |  |                    |       |   |          |  |       |          |  |  |      |  
|---------------------------------------------------------------- |  | ------------------ | ----- | - | -------- |  | ----- | -------- |  |  | ---- | -
|                                                                 |  | 12/31/02           |       |   | 12/31/01 |  |       | 12/31/00 | 
|                                                                 |  |                    |       |   |          |  |       |          | 
|                                                                 |  |                   
|                                                                 |  | In millions of EUR |      
|Dividends from investments (a)                                   |  |                    | 0.4   |   |          |  | 0.9   |          |  |  | 4.7  |  
|Net income on sales of securities                                |  |                    |      |   |          |  | 9.2   |          |  |  | 0.4  |  
|Interest expenses (b)(c)                                         |  |                    | (30.2 | ) |          |  | (26.5 | )        |  |  | (8.3 | )
|Interest income (b)                                              |  |                    | 14.3  |   |          |  | 4.5   |          |  |  | 7.5  |  
|Changes in provisions related to unconsolidated
    subsidiaries |  |                    | (0.5  | ) |          |  | (0.8  | )        |  |  | 0.5  |  
|OCEANE: financial costs and issue costs
    amortization (d)     |  |                    | (10.4 | ) |          |  |      |          |  |  |     |  
|OCEANE: redemption premium amortization                          |  |                    | (16.9 | ) |          |  |      |          |  |  |     |  
|Credit Facility: financial costs                                 |  |                    | (3.0  | ) |          |  |      |          |  |  |     |  
|Provision for shares held by the company                         |  |                    | (2.4  | ) |          |  |      |          |  |  |     |  
|Others (e)                                                       |  |                    | (18.2 | ) |          |  | 6.2   |          |  |  | 1.0  |  
|                                                                 |  |                    |       |   |          |  |       |          | 
|Financial result                                                 |  |                    | (66.9 | ) |          |  | (6.5  | )        |  |  | 5.8  |  
|                                                                 |  |                    |       |   |          |  |       |          | 



---



|    |                                                                                                                                                                                                                                                                                              
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | Including
     3.1 million
    dividends from Cogema in 2000.                                                                                                                                                                                                                               
|   
|(b) | As described in
    Note 1 (t), interest expense and income
    recorded in the financial result do not include the
    financial result arising from ongoing contracts (see
    Note 4 (c)).                                                                                              
|   
|(c) | Of which
     (9.6)
    million linked to the financing of Coflexip acquisition in the
    fourth quarter 2001.                                                                                                                                                                             
|   
|(d) | Including amortization of
     8.2 million
    of financial costs and
     2.2 million
    of issuance costs related to the OCEANEs loan issued at
    the end of January 2002 for
     793.5 million.                                                                                   
|   
|(e) | Of which
     13.4 million
    relates to exchange losses from the conversion into functional
    currency (US Dollar) of the Brazilian subsidiaries current
    accounts, as a result of the Brazilian real devaluation and the
    sudden weakening of the US Dollar compared to the Euro.

Note 7  Non-operating income
(loss)

|                                                           |  |                    |      |   |          |  |      |          |  |  |      |  
|---------------------------------------------------------- |  | ------------------ | ---- | - | -------- |  | ---- | -------- |  |  | ---- | -
|                                                           |  | 12/31/02           |      |   | 12/31/01 |  |      | 12/31/00 | 
|                                                           |  |                    |      |   |          |  |      |          | 
|                                                           |  |                   
|                                                           |  | In millions of EUR |     
|Dilution of the percentage of interest in
    Coflexip (a) |  |                    |     |   |          |  | (2.7 | )        |  |  |     |  
|Gain on sales of consolidated investments (b)              |  |                    | 3.7  |   |          |  | 2.8  |          |  |  | 1.1  |  
|Gain on sales of unconsolidated
    investments (c)        |  |                    | 1.9  |   |          |  |     |          |  |  | 69.9 |  
|Gain on sales of investments from
    Coflexip (d)         |  |                    |     |   |          |  |     |          |  |  | 39.0 |  
|Restructuring costs (e)                                    |  |                    | (7.0 | ) |          |  | (3.1 | )        |  |  | (8.9 | )
|Non recurring losses on former projects (f)                |  |                    | (8.7 | ) |          |  |     |          |  |  |     |  
|Other (g)                                                  |  |                    | 3.2  |   |          |  | (3.6 | )        |  |  | (7.2 | )
|                                                           |  |                    |      |   |          |  |      |          | 
|Non-operating income (loss)                                |  |                    | (6.9 | ) |          |  | (6.6 | )        |  |  | 93.9 |  
|                                                           |  |                    |      |   |          |  |      |          | 



---



|    |                                                                                                                                                                                                                                                    
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | Following removal of options at Coflexip in 2001,
    the percentage of interest held by Technip varies from 29.7% as
    of December 31, 2000 to 29.4% as of December 31, 2001.
    The impact of this variation is about
     (2.7)
    million.
|   
|(b) | In 2002, represents the sale of Ipedex. In 2001,
    this item mainly corresponds to the sale of Chemoprojekt.                                                                                                                                     
|   
|(c) | In 2002 corresponds to the sale of Rintekno.
    Relates in 2000 to the net gain resulting from sales of shares
    in Cogema for
     151.6 million
    with a book value of
     81.7 million.                                                 
|   
|(d) | In 2000, corresponds to Coflexips
    non-operating income of which Technip held a 29.7% interest and
    which was accounted for under the equity method.                                                                                        

F-25



---



##### Table of Contents



TECHNIP-COFLEXIP


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)



|    |                                                                                                                                                                                                                                                                                                                                                                                                 
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(e) | In 2002, includes restructuring costs of the
    German subsidiaries. In 2001, this caption mainly concerns
    restructuring costs of EHR GmbH. In 2000, includes
     6.8 million
    in restructuring costs for MSE and TP Germany GmbH as described
    in Note 21 (a) and
     1.6 million
    in costs relating to the relocation of activities in Berlin,
    Düsseldorf and Frankfurt.
|   
|(f) | In 2002, includes the TP Germany non-operating
    costs concerning two contracts dating from the acquisition of
    Mannesmanns companies KTI/MDEU in 1999.                                                                                                                                                                                                                                   
|   
|(g) | Includes
     6.2 million
    tax credits linked to the payment of dividends from Italian
    subsidiaries realized in previous years,
     1.3 million
    capital gain on repurchase of convertible bonds, and
     4.3 million
    other costs.                                                                                                                                           

Note 8  Income tax

The principles described in
Note 1 (q) result in the following:



|    |                                   
|--- | ----------------------------------
|(a) | Analysis of income tax
    expense

|                                                                            |                   |                    |       |       |          |  |       |          |   |  |       |       |  
|--------------------------------------------------------------------------- | ----------------- | ------------------ | ----- | ----- | -------- |  | ----- | -------- | - |  | ----- | ----- | -
|                                                                            |                   | 12/31/02           |       |       | 12/31/01 |  |       | 12/31/00 |  
|                                                                            |                   |                    |       |       |          |  |       |          |  
|                                                                            |                   |                   
|                                                                            |                   | In millions of EUR |      
|Current income tax                                                          |                   |                    | (26.0 | )     |          |  | (77.7 | )        |   |  | (56.9 | )    
|                                                                            | French companies  |                    |       | 44.9  |          |  |       | (20.2    | ) |  |       | (19.7 | )
|                                                                            | Foreign companies |                    |       | (70.9 | )        |  |       | (57.5    | ) |  |       | (37.2 | )
|Deferred income tax                                                         |                   |                    | (19.9 | )     |          |  | 12.5  |          |   |  | (5.4  | )    
|                                                                            | French companies  |                    |       | (13.4 | )        |  |       | (6.4     | ) |  |       | 5.8   |  
|                                                                            | Foreign companies |                    |       | (6.5  | )        |  |       | 18.9     |   |  |       | (11.2 | )
|                                                                            |                   |                    |       |       |          |  |       |          |  
|Total income tax expense before tax on net
    gain on sales of investments |                   |                    | (45.9 | )     |          |  | (65.2 | )        |   |  | (62.3 | )    
|                                                                            |                   |                    |       |       |          |  |       |          |  
|Tax on the net gain on sales of investments                                 |                   |                    | (0.4  | )     |          |  | (0.3  | )        |   |  |      |      
|                                                                            |                   |                    |       |       |          |  |       |          |  
|Total income tax expense                                                    |                   |                    | (46.3 | )     |          |  | (65.5 | )        |   |  | (62.3 | )    
|                                                                            |                   |                    |       |       |          |  |       |          |  



|    |                                                                                                                                                                                     
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | Reconciliation between the provision for
    income tax before tax on the net gain on sales of investments
    and pre-tax accounting income before gain on sales of
    investments

The reconciliation between total income tax
expense and pre-tax income is based on pre-tax income before
gain on sales of investments and includes the non-deductible
portion of goodwill amortization.

F-26



---



##### Table of Contents



TECHNIP-COFLEXIP


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

|                                                                            |  |                    |       |   |          |  |       |          |  |  |       |  
|--------------------------------------------------------------------------- |  | ------------------ | ----- | - | -------- |  | ----- | -------- |  |  | ----- | -
|                                                                            |  | 12/31/02           |       |   | 12/31/01 |  |       | 12/31/00 | 
|                                                                            |  |                    |       |   |          |  |       |          | 
|                                                                            |  |                   
|                                                                            |  | In millions of EUR |      
|Net income (loss)                                                           |  |                    | (29.4 | ) |          |  | 108.1 |          |  |  | 214.2 |  
|Minority interests                                                          |  |                    | (3.9  | ) |          |  | 2.4   |          |  |  | 1.2   |  
|Income tax before tax on the social net gain on
    sales of investments    |  |                    | 46.3  |   |          |  | 65.2  |          |  |  | 62.3  |  
|Less: income of equity affiliates (a)                                       |  |                    |      |   |          |  | (15.6 | )        |  |  | (61.1 | )
|Less: non deductible goodwill amortization                                  |  |                    | 130.7 |   |          |  | 57.8  |          |  |  | 21.8  |  
|Less: gain on sales of investments                                          |  |                    | (5.6  | ) |          |  | (2.8  | )        |  |  | (71.0 | )
|                                                                            |  |                    |       |   |          |  |       |          | 
|Pre-tax income before gain on sales of
    investments                      |  |                    | 138.1 |   |          |  | 215.1 |          |  |  | 167.4 |  
|                                                                            |  |                    |       |   |          |  |       |          | 
|French income tax rate                                                      |  |                    | 35.43 | % |          |  | 36.23 | %        |  |  | 36.66 | %
|Theoretical income tax (b)                                                  |  |                    | 48.9  |   |          |  | 77.9  |          |  |  | 61.4  |  
|Extraordinary tax                                                           |  |                    |      |   |          |  |      |          |  |  | 0.7   |  
|Difference between French and foreign tax rates                             |  |                    | 6.3   |   |          |  | 0.8   |          |  |  | 3.6   |  
|Permanent differences                                                       |  |                    | (4.4  | ) |          |  | (7.2  | )        |  |  | 2.2   |  
|Others                                                                      |  |                    | (4.5  | ) |          |  | (6.3  | )        |  |  | (5.6  | )
|                                                                            |  |                    |       |   |          |  |       |          | 
|Total income tax expense before tax on net
    gain on sales of investments |  |                    | 46.3  |   |          |  | 65.2  |          |  |  | 62.3  |  
|                                                                            |  |                    |       |   |          |  |       |          | 
|Effective tax rate (c)                                                      |  |                    | 33.53 | % |          |  | 30.31 | %        |  |  | 37.22 | %



---



|    |                                                                                                                                                                                                                     
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | In 2000, includes
     60.0 million
    interest in Coflexip divided between non-operating income for
     39.0 million
    and income of equity affiliates for
     21.0 million
    as described in Note 7 (d).
|   
|(b) | In 2000, French tax rate includes additional 10%
    tax rate. In 2001, this additional 10% tax rate has been
    eliminated.                                                                                       
|   
|(c) | The increase between 2001 and 2002 results from
    the groups decision to not recognize further deferred tax
    assets in view of the operational losses recorded in the United
    States in 2002.              



|    |                                        
|--- | ---------------------------------------
|(c) | Deferred tax assets and
    liabilities

As of December 31, 2002, 2001 and 2000, the
deferred tax assets and liabilities in the balance sheets were
as follows:

|                             |  |                    |        |   |          |  |        |          |  |  |       |  
|---------------------------- |  | ------------------ | ------ | - | -------- |  | ------ | -------- |  |  | ----- | -
|                             |  | 12/31/02           |        |   | 12/31/01 |  |        | 12/31/00 | 
|                             |  |                    |        |   |          |  |        |          | 
|                             |  |                   
|                             |  | In millions of EUR |       
|Deferred tax assets (a)      |  |                    | 73.6   |   |          |  | 90.1   |          |  |  | 21.6  |  
|Deferred tax liabilities (b) |  |                    | (126.2 | ) |          |  | (135.8 | )        |  |  | (15.4 | )
|                             |  |                    |        |   |          |  |        |          | 
|Net deferred tax asset, net  |  |                    | (52.6  | ) |          |  | (45.7  | )        |  |  | 6.2   |  
|                             |  |                    |        |   |          |  |        |          | 



---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | On the basis of the future results of the Group,
    the Group decided to record a valuation allowance against a part
    of the deferred tax assets relating to losses carried forward in
    the United States for US$ 12.8 million. The increase
    of the deferred tax assets from December 31, 2000 to
    December 31, 2001 mainly results from the consolidation of
    Coflexip for
     68.0 million,
    of which
     52.3 million
    relates to tax losses carried forward.
|   
|(b) | The increase of the deferred tax liabilities from
    December 31, 2000 to December 31, 2001 results from
    Coflexips consolidation of
     49.4 million,
    of which
     36.8 million
    relates to differences between accounting and tax depreciation.
    Additionally, Technip-Coflexip recognized
     64.5 million
    of deferred tax in the purchase price allocation at the time of
    the acquisition of Coflexip in October 2001
    (Note 2 (b)).                   

Deferred tax assets mainly consist of
non-deductible accrued liabilities and tax losses carried
forward of some subsidiaries, while deferred tax liabilities are
related to revenues that have not yet been subject to taxation
and to differences between accumulated depreciation and capital
allowance on owned assets.

F-27



---



##### Table of Contents



TECHNIP-COFLEXIP


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)



|    |                           
|--- | --------------------------
|(d) | Tax losses carried forward

Tax losses carried forward and not yet utilized
mainly come from MSE, a German subsidiary acquired in 1999, and
from Coflexip American subsidiaries in the amount of
 269.7 million.
These tax losses carried forward will principally expire after
2004.

Unrecorded deferred tax assets principally relate
to tax losses carried forward on MSE, which amount to
 57.3 million
as of December 31, 2002, and tax losses carried forward on
Technip USA, which amount to
 22.8 million
as of December 31, 2002. Based on the financial prospects
of these entities, Technip-Coflexip decided not to recognize
these deferred tax assets in its consolidated financial
statements.

Note 9  Diluted net income per
share

The diluted net income per share has been
determined in accordance with Note 1 (v).

|                                                                                                  |                                         |          |        |        |          |  |        |          |   |  |        |        | 
|------------------------------------------------------------------------------------------------- | --------------------------------------- | -------- | ------ | ------ | -------- |  | ------ | -------- | - |  | ------ | ------ | 
|                                                                                                  |                                         | 12/31/02 |        |        | 12/31/01 |  |        | 12/31/00 |  
|                                                                                                  |                                         |          |        |        |          |  |        |          |  
|Net income (in millions of EUR)                                                                   |                                         |          | (29.4  | )      |          |  | 108.1  |          |   |  | 214.2  |       
|                                                                                                  |                                         |          |        |        |          |  |        |          |  
|Redemption premium amortization after tax                                                         |                                         |          | 10.9   |        |          |  |       |          |   |  |       |       
|OCEANE financial costs after tax                                                                  |                                         |          | 4.7    |        |          |  |       |          |   |  |       |       
|Net income before redemption premium amortization
    and OCEANE financial costs after tax        |                                         |          | (13.8  | )      |          |  | 108.1  |          |   |  | 214.2  |       
|                                                                                                  |                                         |          |        |        |          |  |        |          |  
|Net income before non-operating income and
    goodwill amortization (in millions of EUR)         |                                         |          | 110.9  |        |          |  | 176.0  |          |   |  | 147.0  |       
|                                                                                                  |                                         |          |        |        |          |  |        |          |  
|Number of shares (in thousands):                                                                  |                                         |          |        |        |          |  |        |          |   |  |        |       
|                                                                                                  | Issued shares as of December 31         |          |        | 23,408 |          |  |        | 26,714   |   |  |        | 16,029 | 
|                                                                                                  | Stock options (subscription options)(a) |          |        | 476    |          |  |        | 521      |   |  |        | 636    | 
|                                                                                                  | Convertible bonds                       |          |        | 4,502  |          |  |        |         |   |  |        |       | 
|                                                                                                  | Technip shares held by Isis             |          |        |       |          |  |        | (1,847   | ) |  |        |       | 
|                                                                                                  |                                         |          |        |        |          |  |        |          |  
|                                                                                                  |                                         |          | 28,386 |        |          |  | 25,388 |          |   |  | 16,665 |       
|                                                                                                  |                                         |          |        |        |          |  |        |          |  
|Diluted net income per share (in euros)                                                           |                                         |          | (0.49  | )      |          |  | 4.26   |          |   |  | 12.85  |       
|Diluted net income per share before non-operating
    income and goodwill amortization (in euros) |                                         |          | 3.91   |        |          |  | 6.93   |          |   |  | 8.82   |       



---



|    |                                                                                                                        
|--- | -----------------------------------------------------------------------------------------------------------------------
|(a) | Does not take into account the 2003 plan, which
    accounts for 702,240 non granted shares as of December 31,
    2002

Note 10  Compensation of the
members of the Conseil dadministration, of the
Conseil de surveillance and of the
Directoire

The amount of directors fees paid by
Technip-Coflexip to the members of Conseil de
Surveillance during 2002 was
 200,000.

The aggregate amount of compensation paid by
Technip-Coflexip to the President of Conseil de
Surveillance during 2002 was
 322,193.

The aggregate amount of compensation paid by
Technip-Coflexip as a group to the members of
Directoire during 2002 was
 1,373,982.
Compensation has also been paid as bonuses for their assignment
during 2001 for
 849,395.

F-28



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##### Table of Contents



TECHNIP-COFLEXIP


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

Note 11  Intangible assets,
net

Intangible assets are detailed as follows:

|                                 |  |                    |         |   |          |  |         |          |  |  |       |  
|-------------------------------- |  | ------------------ | ------- | - | -------- |  | ------- | -------- |  |  | ----- | -
|                                 |  | 12/31/02           |         |   | 12/31/01 |  |         | 12/31/00 | 
|                                 |  |                    |         |   |          |  |         |          | 
|                                 |  |                   
|                                 |  | In millions of EUR |        
|Other Intangible assets          |  |                    | 142.3   |   |          |  | 149.1   |          |  |  | 4.6   |  
|Accumulated amortization         |  |                    | (33.5   | ) |          |  | (20.6   | )        |  |  | (4.2  | )
|                                 |  |                    |         |   |          |  |         |          | 
|Other intangible assets, net (a) |  |                    | 108.8   |   |          |  | 128.5   |          |  |  | 0.4   |  
|                                 |  |                    |         |   |          |  |         |          | 
|Goodwill                         |  |                    | 2,746.6 |   |          |  | 2,687.6 |          |  |  | 636.8 |  
|Accumulated amortization         |  |                    | (217.8  | ) |          |  | (102.7  | )        |  |  | (45.3 | )
|                                 |  |                    |         |   |          |  |         |          | 
|Goodwill, net (b)                |  |                    | 2,528.8 |   |          |  | 2,584.9 |          |  |  | 591.5 |  
|                                 |  |                    |         |   |          |  |         |          | 
|Intangible assets, net           |  |                    | 2,637.6 |   |          |  | 2,713.4 |          |  |  | 591.9 |  
|                                 |  |                    |         |   |          |  |         |          | 



---



|    |                  
|--- | -----------------
|(a) | Intangible assets



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Historically, intangible assets (represented by
    the fond de commerce) were amortized over
    5 years.                                                                                                                                                                                                                                                                                                                                                                   
|
| | In January 2001, Coflexip Stena Offshore as a
    group purchased the Aker Maritime Deepwater division. As a part
    of the purchase price allocation, Coflexip identified patents
    and trademarks of
     51.4 million,
    to be amortized over 10 years. These patents and trademarks
    were also recorded as part of the purchase accounting of
    Coflexip. This valuation and life has been confirmed within the
    Technip-Coflexip consolidated accounts.     
|
| | In October 2001, as a result of the public offers
    on Coflexip and Isis (see Note 2 (a)
    and (b)), Technip-Coflexip held 98.36% of
    Coflexip Stena Offshore as of December 31, 2001. As a part
    of the purchase price allocation, Technip identified intangible
    assets of patents and trademarks, other than the ones from the
    acquisition of the division Mer Profonde Aker Maritime
    ASA, for
     59.4 million,
    to be amortized over 10 years.
|
| | At the end of November 2001, Technip-Coflexip
    purchased software for its E-Procurement platform. The purchase
    price of the software was
     19.7 million,
    to be amortized over three years
    (see Note 1 (g)).                                                                                                                                                                                                                                                 



|    |              
|--- | -------------
|(b) | Goodwill, net

|                        |  |                    |         |  |          |  |         |          |  |  |       | 
|----------------------- |  | ------------------ | ------- |  | -------- |  | ------- | -------- |  |  | ----- | 
|                        |  | 12/31/02           |         |  | 12/31/01 |  |         | 12/31/00 | 
|                        |  |                    |         |  |          |  |         |          | 
|                        |  |                   
|                        |  | In millions of EUR |        
|KTI/MDEU                |  |                    | 127.5   |  |          |  | 135.6   |          |  |  | 143.6 | 
|Coflexip (April 2000)   |  |                    | 386.0   |  |          |  | 408.1   |          |  |  | 430.5 | 
|Coflexip (October 2001) |  |                    | 1,993.5 |  |          |  | 2,027.7 |          |  |  |      | 
|Others                  |  |                    | 21.8    |  |          |  | 13.5    |          |  |  | 17.4  | 
|                        |  |                    |         |  |          |  |         |          | 
|Net                     |  |                    | 2,528.8 |  |          |  | 2,584.9 |          |  |  | 591.5 | 
|                        |  |                    |         |  |          |  |         |          | 



| |                                                                                                                                                                                                                                                                                                                     
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The goodwill represents the difference between
    the purchase price of an acquisition and the fair value of its
    net assets, if the purchase method of accounting is used. This
    goodwill is amortized over a period that is dependent upon the
    activities of the acquired company
    (see Note 1 (g)).
|
| | The goodwill calculated in 1999 in relation to
    the purchase of KTI/MDEU from Mannesmann represented
     159.5 million,
    gross, amortized over 20 years, which corresponds to an
    annual amortization of
     8 million.                                                                                
|
| | The goodwill increase in 2000 results from the
    acquisition of 29.7% of Coflexip on April 19, 2000 with a
    goodwill of
     447.3 million,
    gross, amortized over 20 years corresponding to an annual
    amortization expense of
     22.4 million.                                                     

F-29



---



##### Table of Contents



TECHNIP-COFLEXIP


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The goodwill increase in 2001 primarily comes
    from additional direct and indirect investments in Coflexip
    finalized at the beginning of October 2001 as a result of the
    public offers on Coflexip and Isis. As described in
    Note 2 (b), the purchase of this
    additional percentage interest has created additional goodwill
    of
     2,048 million,
    amortized over 25 years, or
     81.9 million
    per year. Amortization expense from October 1, 2001 to
    December 31, 2001, was
     20.4 million.
|
| | In 2002, the goodwill related to the October 2001
    acquisition of Coflexip (52.47%) increased by
     51.1 million,
    gross (see Note 2). In addition, amortization
    expense in 2002 corresponds to a full year and was
     84 million
    for the acquisition in 2001, compared to
     21.6 million
    for the fourth quarter 2001.                                                                                                                                                                                      

Note 12  Property, plant and
equipment, net

|                         |  |                    |      |  |           |  |        |           |  |  |            |   |  |           |        |   |        |  |        |       |  |  |       |   |  |  |         |  
|------------------------ |  | ------------------ | ---- |  | --------- |  | ------ | --------- |  |  | ---------- | - |  | --------- | ------ | - | ------ |  | ------ | ----- |  |  | ----- | - |  |  | ------- | -
|                         |  |                    |      |  |           |  |        | Machinery |  |  | Office     |   |  |           |        |  
|                         |  |                    |      |  |           |  |        | and       |  |  | fixtures & |   |  |           |        |  
|                         |  | Lands              |      |  | Buildings |  |        | Vessels   |  |  | equipment  |   |  | furniture |        |   | Others |  |        | Total | 
|                         |  |                    |      |  |           |  |        |           |  |  |            |   |  |           |        |   |        |  |        |       | 
|                         |  |                   
|                         |  | In millions of EUR |     
|Gross value              |  |                    | 73.5 |  |           |  | 243.0  |           |  |  | 625.7      |   |  |           | 439.1  |   |        |  | 162.3  |       |  |  | 60.1  |   |  |  | 1,603.7 |  
|Accumulated depreciation |  |                    |     |  |           |  | (99.5  | )         |  |  | (196.3     | ) |  |           | (302.9 | ) |        |  | (114.2 | )     |  |  | (29.7 | ) |  |  | (742.6  | )
|                         |  |                    |      |  |           |  |        |           |  |  |            |   |  |           |        |   |        |  |        |       | 
|Total December 31, 2002  |  |                    | 73.5 |  |           |  | 143.5  |           |  |  | 429.4      |   |  |           | 136.2  |   |        |  | 48.1   |       |  |  | 30.4  |   |  |  | 861.1   |  
|                         |  |                    |      |  |           |  |        |           |  |  |            |   |  |           |        |   |        |  |        |       | 
|Gross value              |  |                    | 87.0 |  |           |  | 280.4  |           |  |  | 740.6      |   |  |           | 576.3  |   |        |  | 104.0  |       |  |  | 54.4  |   |  |  | 1,842.7 |  
|Accumulated depreciation |  |                    |     |  |           |  | (114.7 | )         |  |  | (240.9     | ) |  |           | (382.7 | ) |        |  | (73.0  | )     |  |  | (49.1 | ) |  |  | (860.4  | )
|                         |  |                    |      |  |           |  |        |           |  |  |            |   |  |           |        |   |        |  |        |       | 
|Total December 31, 2001  |  |                    | 87.0 |  |           |  | 165.7  |           |  |  | 499.7      |   |  |           | 193.6  |   |        |  | 31.0   |       |  |  | 5.3   |   |  |  | 982.3   |  
|                         |  |                    |      |  |           |  |        |           |  |  |            |   |  |           |        |   |        |  |        |       | 
|Gross value              |  |                    | 60.4 |  |           |  | 103.2  |           |  |  |           |   |  |           | 31.6   |   |        |  | 86.6   |       |  |  | 18.0  |   |  |  | 299.8   |  
|Accumulated depreciation |  |                    |     |  |           |  | (33.9  | )         |  |  |           |   |  |           | (27.1  | ) |        |  | (63.4  | )     |  |  | (13.3 | ) |  |  | (137.7  | )
|                         |  |                    |      |  |           |  |        |           |  |  |            |   |  |           |        |   |        |  |        |       | 
|Total December 31, 2000  |  |                    | 60.4 |  |           |  | 69.3   |           |  |  |           |   |  |           | 4.5    |   |        |  | 23.2   |       |  |  | 4.7   |   |  |  | 162.1   |  
|                         |  |                    |      |  |           |  |        |           |  |  |            |   |  |           |        |   |        |  |        |       | 

As of December 31, 2000, tangible assets
mainly included land and building primarily used for
administration (subsidiaries headquarters) and other tangible
assets (office furnitures and fixtures and information
equipment).

The increase in 2001 comes from acquisition of
the Coflexip tangible assets with a net value of
 689.1 million
as of December 31, 2001. The tangible assets mainly include
vessels of
 499.7 million
and machinery and equipment for
 186.2 million,
net value after Coflexip purchase price allocation.

The tangible assets include the following assets,
which the Group has leased:

|            |  |                    |      |  |          |  |     |       |  |  |       |  |  |  |      | 
|----------- |  | ------------------ | ---- |  | -------- |  | --- | ----- |  |  | ----- |  |  |  | ---- | 
|            |  |                    |      | 
|            |  | 12/31/02           |      |  | 12/31/01 | 
|            |  |                    |      |  |          | 
|            |  | Gross              |      |  | Net      |  |     | Gross |  |  | Net   | 
|            |  |                    |      |  |          |  |     |       |  |  |       | 
|            |  |                   
|            |  | In millions of EUR |     
|Real estate |  |                    | 14.0 |  |          |  | 3.4 |       |  |  | 14.0  |  |  |  | 3.9  | 
|Vessels     |  |                    | 57.0 |  |          |  | 6.1 |       |  |  | 133.8 |  |  |  | 19.0 | 
|Equipments  |  |                    | 4.4  |  |          |  | 0.1 |       |  |  |      |  |  |  |     | 
|            |  |                    |      |  |          |  |     |       |  |  |       | 
|Total       |  |                    | 75.4 |  |          |  | 9.6 |       |  |  | 147.8 |  |  |  | 22.9 | 
|            |  |                    |      |  |          |  |     |       |  |  |       | 

In September 2002, the former Coflexip head
office (Porte Maillot building, Paris) was sold. The
buildings gross value was
 14.6 million.

F-30



---



##### Table of Contents



TECHNIP-COFLEXIP


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

Note 13  Other investments and
loans, net

|                                        |  |                    |      |   |          |  |       |          |  |  |       |  
|--------------------------------------- |  | ------------------ | ---- | - | -------- |  | ----- | -------- |  |  | ----- | -
|                                        |  | 12/31/02           |      |   | 12/31/01 |  |       | 12/31/00 | 
|                                        |  |                    |      |   |          |  |       |          | 
|                                        |  |                   
|                                        |  | In millions of EUR |     
|Investments at historical
    costs (a) |  |                    | 9.7  |   |          |  | 85.8  |          |  |  | 12.9  |  
|Valuation allowance                     |  |                    | (4.7 | ) |          |  | (5.8  | )        |  |  | (4.6  | )
|                                        |  |                    |      |   |          |  |       |          | 
|Net value                               |  |                    | 5.0  |   |          |  | 80.0  |          |  |  | 8.3   |  
|                                        |  |                    |      |   |          |  |       |          | 
|Loans related to investments            |  |                    | 2.2  |   |          |  | 7.8   |          |  |  | 15.0  |  
|Valuation allowance                     |  |                    | (1.5 | ) |          |  | (4.9  | )        |  |  | (10.4 | )
|                                        |  |                    |      |   |          |  |       |          | 
|Net value                               |  |                    | 0.7  |   |          |  | 2.9   |          |  |  | 4.6   |  
|                                        |  |                    |      |   |          |  |       |          | 
|Security deposits                       |  |                    | 5.9  |   |          |  | 1.6   |          |  |  | 2.4   |  
|Treasury bonds                          |  |                    |     |   |          |  | 1.6   |          |  |  | 1.8   |  
|Others                                  |  |                    | 6.7  |   |          |  | 18.8  |          |  |  | 1.3   |  
|                                        |  |                    |      |   |          |  |       |          | 
|Other investments and loans, net        |  |                    | 18.3 |   |          |  | 104.9 |          |  |  | 18.4  |  
|                                        |  |                    |      |   |          |  |       |          | 



---



|    |                                                                                                                                                                                                                                                                                                                  
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | Unconsolidated investments as of
    December 31, 2001 are mainly made of Isiss shares in
    Compagnie Générale de Géophysique, representing a
    net value of
     73.1 million.
    These shares have been exchanged for Technip-Coflexip shares
    (held by the company), and cancelled in November 2002.

Note 14  Equity
affiliates

Equity affiliates are detailed as follows:

|             |  |                  |      |   |                    |  |      |          |  |  |          |   |  |          |     |  |          |  |     |  |  |  |       | 
|------------ |  | ---------------- | ---- | - | ------------------ |  | ---- | -------- |  |  | -------- | - |  | -------- | --- |  | -------- |  | --- |  |  |  | ----- | 
|             |  | 12/31/02         |      |   | 12/31/01           |  |      | 12/31/00 |  |  | 12/31/02 |   |  | 12/31/01 |     |  | 12/31/00 | 
|             |  |                  |      |   |                    |  |      |          |  |  |          |   |  |          |     |  |          | 
|             |  |                  |      |  
|             |  | Percentage owned |      |   | In millions of EUR | 
|Ipedex (b)   |  |                  |     |   |                    |  | 46.0 | %        |  |  | 46.0     | % |  |          |    |  |          |  | 3.2 |  |  |  | 3.6   | 
|Tipiel (c)   |  |                  |     |   |                    |  | 36.9 | %        |  |  | 36.9     | % |  |          |    |  |          |  | 2.5 |  |  |  | 2.0   | 
|TpL Arabia   |  |                  |     |   |                    |  | 40.0 | %        |  |  | 40.0     | % |  |          |    |  |          |  | 0.5 |  |  |  | 0.4   | 
|Coflexip (a) |  |                  |     |   |                    |  |     |          |  |  | 29.7     | % |  |          | 0.9 |  |          |  |    |  |  |  | 272.3 | 
|TP India     |  |                  | 50.0 | % |                    |  |     |          |  |  |         |   |  |          | 0.3 |  |          |  |    |  |  |  |      | 
|Nargan       |  |                  | 20.0 | % |                    |  |     |          |  |  |         |   |  |          |    |  |          |  |    |  |  |  |      | 
|             |  |                  |      |   |                    |  |      |          |  |  |          |   |  |          |     |  |          | 
|Total        |  |                  |      |   |                    |  |      |          |  |  |          |   |  |          | 1.2 |  |          |  | 6.2 |  |  |  | 278.3 | 
|             |  |                  |      |   |                    |  |      |          |  |  |          |   |  |          |     |  |          | 






|    |                                                                                                                                                                                                                                          
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | The Group acquired a 29.7% interest in Coflexip
    in April 2000 (see Note 2 (b)). As a
    result of the additional acquisition of Coflexip shares in the
    beginning of October 2001, Coflexip is consolidated (see
    Note 2 (b)).
|   
|(b) | Technip-Coflexip sold the subsidiary Ipedex in
    2002.                                                                                                                                                                                 
|   
|(c) | Tipiel, previously accounted using the equity
    method, is now consolidated using the proportionate
    consolidation method.                                                                                                          

Note 15 
Contracts-in-progress

Contracts-in-progress relate to ongoing turnkey,
FOB contracts and ongoing contracts including installation or
commissioning operations, which are recorded as described in
Note 1 (k).

|                           |  |                    |         |  |          |  |         |          |  |  |         | 
|-------------------------- |  | ------------------ | ------- |  | -------- |  | ------- | -------- |  |  | ------- | 
|                           |  | 12/31/02           |         |  | 12/31/01 |  |         | 12/31/00 | 
|                           |  |                    |         |  |          |  |         |          | 
|                           |  |                   
|                           |  | In millions of EUR |        
|Contracts-in-progress, net |  |                    | 4,896.2 |  |          |  | 6,313.6 |          |  |  | 4,718.0 | 
|                           |  |                    |         |  |          |  |         |          | 

F-31



---



##### Table of Contents



TECHNIP-COFLEXIP


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

As of December 31, 2001 and 2002,
contracts-in-progress include accumulated margins recognized on
ongoing contracts. Previously, these margins were recorded in
the item Accounts and notes receivables. A similar
reclassification has been made in 2000.

As described in
Note 1 (k), amounts shown under the
Contracts-in-progress line item are financed by
progress payments received from customers, which amount to
 5,420.2 million,
 6,472.5 million
and
 4,896.1 million
as of December 31, 2002, 2001 and 2000 respectively.

Note 16  Inventories and
deferred bid costs, net

|                                            |  |                    |      |   |          |  |       |          |  |  |     | 
|------------------------------------------- |  | ------------------ | ---- | - | -------- |  | ----- | -------- |  |  | --- | 
|                                            |  | 12/31/02           |      |   | 12/31/01 |  |       | 12/31/00 | 
|                                            |  |                    |      |   |          |  |       |          | 
|                                            |  |                   
|                                            |  | In millions of EUR |     
|Raw materials                               |  |                    | 45.6 |   |          |  | 51.2  |          |  |  |    | 
|Work in progress                            |  |                    | 18.5 |   |          |  | 40.1  |          |  |  |    | 
|Finished goods and merchandise              |  |                    | 15.8 |   |          |  | 21.2  |          |  |  | 0.4 | 
|Less: valuation allowance                   |  |                    | (8.4 | ) |          |  | (9.3  | )        |  |  |    | 
|                                            |  |                    |      |   |          |  |       |          | 
|Inventories, net                            |  |                    | 71.5 |   |          |  | 103.2 |          |  |  | 0.4 | 
|                                            |  |                    |      |   |          |  |       |          | 
|Deferred bid costs, net (a)                 |  |                    | 9.3  |   |          |  | 8.7   |          |  |  | 6.7 | 
|                                            |  |                    |      |   |          |  |       |          | 
|Inventories and deferred bid costs,
    net |  |                    | 80.8 |   |          |  | 111.9 |          |  |  | 7.1 | 
|                                            |  |                    |      |   |          |  |       |          | 






|    |                                                                                                                                                                         
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | Costs directly linked to the awarding of future
    contracts, the signature of which can be reasonably expected,
    are deferred and capitalized in the balance sheet.

Note 17  Accounts and notes
receivable, net

|                                             |  |                    |       |   |          |  |       |          |  |  |       |  
|-------------------------------------------- |  | ------------------ | ----- | - | -------- |  | ----- | -------- |  |  | ----- | -
|                                             |  | 12/31/02           |       |   | 12/31/01 |  |       | 12/31/00 | 
|                                             |  |                    |       |   |          |  |       |          | 
|                                             |  |                   
|                                             |  | In millions of EUR |      
|Other receivables on contracts               |  |                    | 725.1 |   |          |  | 597.1 |          |  |  | 280.9 |  
|Retention                                    |  |                    |      |   |          |  | 7.3   |          |  |  | 6.8   |  
|Doubtful receivables                         |  |                    | 41.0  |   |          |  | 42.0  |          |  |  | 51.7  |  
|Valuation allowance                          |  |                    | (40.5 | ) |          |  | (40.5 | )        |  |  | (50.1 | )
|                                             |  |                    |       |   |          |  |       |          | 
|Total accounts and notes receivable,
    net |  |                    | 725.6 |   |          |  | 605.9 |          |  |  | 289.3 |  
|                                             |  |                    |       |   |          |  |       |          | 

The Groups main clients include major oil
and gas or petrochemical companies. The maturity of receivables
corresponds to the operating cycle of the contracts. Each client
financial situation is periodically reviewed and any potential
risks are recorded as a reserve.

F-32



---



##### Table of Contents



TECHNIP-COFLEXIP


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

Note 18  Other current assets,
net

|                                              |  |                    |       |  |          |  |       |          |  |  |       |  |  |  |       | 
|--------------------------------------------- |  | ------------------ | ----- |  | -------- |  | ----- | -------- |  |  | ----- |  |  |  | ----- | 
|                                              |  |                    |       |  |          | 
|                                              |  | 12/31/02           |       |  |          |  |      
|                                              |  |                    |       |  | 12/31/01 |  |       | 12/31/00 | 
|                                              |  | Gross              |       |  | Net      |  |       | Net      |  |  | Net   | 
|                                              |  |                    |       |  |          |  |       |          |  |  |       | 
|                                              |  |                   
|                                              |  | In millions of EUR |      
|Deferred tax assets (see Note 8
    (c))      |  |                    | 73.6  |  |          |  | 73.6  |          |  |  | 90.1  |  |  |  | 21.6  | 
|Value added tax                               |  |                    | 40.0  |  |          |  | 40.0  |          |  |  | 47.9  |  |  |  | 29.8  | 
|Prepaid income tax and other current tax      |  |                    | 62.6  |  |          |  | 62.6  |          |  |  | 48.5  |  |  |  | 42.7  | 
|Advances to non-consolidated subsidiaries     |  |                    | 8.2   |  |          |  | 7.8   |          |  |  | 6.1   |  |  |  | 6.2   | 
|Joint venture associates current-account      |  |                    | 18.5  |  |          |  | 16.8  |          |  |  | 18.6  |  |  |  | 8.1   | 
|Receivables from suppliers                    |  |                    | 2.5   |  |          |  | 2.5   |          |  |  | 3.5   |  |  |  | 1.2   | 
|Receivables from personnel                    |  |                    | 1.4   |  |          |  | 1.4   |          |  |  | 2.8   |  |  |  | 3.8   | 
|Dividends to be received on investments       |  |                    | 1.5   |  |          |  | 1.5   |          |  |  |      |  |  |  | 1.0   | 
|Prepaid expenses                              |  |                    | 53.4  |  |          |  | 53.4  |          |  |  | 30.8  |  |  |  | 15.8  | 
|Indemnities to be received                    |  |                    | 5.4   |  |          |  | 5.4   |          |  |  | 19.4  |  |  |  | 6.1   | 
|Funds in escrow                               |  |                    | 68.9  |  |          |  | 68.9  |          |  |  | 66.0  |  |  |  |      | 
|Redemption premium on bonds (see
    Note 23) |  |                    | 73.5  |  |          |  | 73.5  |          |  |  |      |  |  |  |      | 
|Others                                        |  |                    | 122.0 |  |          |  | 114.2 |          |  |  | 84.4  |  |  |  | 33.7  | 
|                                              |  |                    |       |  |          |  |       |          |  |  |       | 
|Total Other current assets, net               |  |                    | 531.5 |  |          |  | 521.6 |          |  |  | 418.1 |  |  |  | 170.0 | 
|                                              |  |                    |       |  |          |  |       |          |  |  |       | 

Note 19  Cash and cash
equivalents

(a) Marketable
securities  Cash equivalents

|                                            |  |                    |       |   |          |  |       |          |  |  |       | 
|------------------------------------------- |  | ------------------ | ----- | - | -------- |  | ----- | -------- |  |  | ----- | 
|                                            |  | 12/31/02           |       |   | 12/31/01 |  |       | 12/31/00 | 
|                                            |  |                    |       |   |          |  |       |          | 
|                                            |  |                   
|                                            |  | In millions of EUR |      
|Historical cost                             |  |                    | 102.6 |   |          |  | 149.8 |          |  |  | 186.1 | 
|Valuation allowance                         |  |                    | (3.5  | ) |          |  |      |          |  |  |      | 
|Unrealized gains                            |  |                    |      |   |          |  |      |          |  |  | 0.4   | 
|                                            |  |                    |       |   |          |  |       |          | 
|Market value at the closing date            |  |                    | 99.1  |   |          |  | 149.8 |          |  |  | 186.5 | 
|                                            |  |                    |       |   |          |  |       |          | 
|Detailed analysis of marketable securities: |  |                    |       |   |          |  |       |          |  |  |       | 
|Mutual funds                                |  |                    | 70.4  |   |          |  | 51.0  |          |  |  | 89.9  | 
|Certificates of deposit                     |  |                    | 15.5  |   |          |  | 97.8  |          |  |  | 95.3  | 
|Shares held by the Company(*)               |  |                    | 3.2   |   |          |  |      |          |  |  |      | 
|Fixed term deposit                          |  |                    | 8.3   |   |          |  |      |          |  |  |      | 
|Others                                      |  |                    | 1.7   |   |          |  | 1.0   |          |  |  | 1.3   | 
|                                            |  |                    |       |   |          |  |       |          | 
|Total marketable securities                 |  |                    | 99.1  |   |          |  | 149.8 |          |  |  | 186.5 | 
|                                            |  |                    |       |   |          |  |       |          | 



---



|    |                                                                                                                                                            
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------
|(*) | The shares held by the Company are reserved for
    stock-options plans. In 2002, 573,004 shares have been acquired
    at an average price of
     92.85.

(b) Cash

Cash amounted to
 642.0 million
as of December 31, 2002, compared to
 613.6 million
and
 376.6 million
at December 31, 2001 and 2000, respectively.

F-33



---



##### Table of Contents



TECHNIP-COFLEXIP


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

(c) Detailed
analysis of cash and marketable securities by historical
currencies

|                    |  |             |       | 
|------------------- |  | ----------- | ----- | 
|                    |  | 12/31/02    |      
|                    |  |             |      
|                    |  | In millions |      
|                    |  | of EUR      |      
|Euro                |  |             | 315.0 | 
|US Dollar           |  |             | 260.9 | 
|Great Britain Pound |  |             | 61.8  | 
|Norwegian Crown     |  |             | 27.2  | 
|Others              |  |             | 76.2  | 
|                    |  |             |      
|Total               |  |             | 741.1 | 
|                    |  |             |      

A large part of cash and marketable securities
are recorded and denominated in Euro or US Dollar. The Group
within the framework of its commercial relationships, frequently
uses these currencies. Cash and cash equivalents in other
currencies mainly correspond to deposits.

Note 20  Shareholders
equity

(a) Parent
companys common stock breakdown and changes

As of December 31, 2002,
Technip-Coflexips common stock included 23,408,004 shares
outstanding of
 3.05 par
value. The changes from December 31, 1999 can be analyzed
as follows:

|                                           |  |               |            |             |        |  |      |  
|------------------------------------------ |  | ------------- | ---------- | ----------- | ------ |  | ---- | -
|                                           |  | No. of shares |            |             | Common | 
|                                           |  | outstanding   |            |             | stock  | 
|                                           |  |               |            |             |        | 
|                                           |  |               |            | In millions |       
|                                           |  |               |            | of EUR      |       
|Common stock as of December 31,
    1999   |  |               | 15,758,537 |             |        |  | 48.1 |  
|2000 increase(1)                           |  |               | 143,840    |             |        |  | 0.4  |  
|Employee subscription(2)                   |  |               | 126,928    |             |        |  | 0.4  |  
|                                           |  |               |            |             |        | 
|Common stock as of December 31,
    2000   |  |               | 16,029,305 |             |        |  | 48.9 |  
|2001 increase(1)                           |  |               | 118,420    |             |        |  | 0.4  |  
|Exchange Public Offer increase(3)          |  |               | 10,565,723 |             |        |  | 32.2 |  
|                                           |  |               |            |             |        | 
|Common stock as of December 31,
    2001   |  |               | 26,713,448 |             |        |  | 81.5 |  
|2002 increase(1)                           |  |               | 23,330     |             |        |  | 0.1  |  
|Isis merger increase(4)                    |  |               | 48,565     |             |        |  | 0.1  |  
|Employee subscription(2)                   |  |               | 98,614     |             |        |  | 0.3  |  
|Cancellation of the shares held by Isis(5) |  |               | (1,847,376 | )           |        |  | (5.6 | )
|CGG shares cancellation(6)                 |  |               | (511,253   | )           |        |  | (1.6 | )
|Shares held by company cancellation(7)     |  |               | (1,117,324 | )           |        |  | (3.4 | )
|                                           |  |               |            |             |        | 
|Common stock as of December 31,
    2002   |  |               | 23,408,004 |             |        |  | 71.4 |  
|                                           |  |               |            |             |        | 



---



|    |                                                                                                                                                                                                                                                                                                                                                     
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | These increases result from the exercise of stock
    option plans granted to employees as described in
    Note 20(d).                                                                                                                                                                                                                             
|   
|(2) | Employee subscription: The shareholders
    authorized conditions of such transaction meeting held on
    April 30, 1998 and by the one held on June 20, 2002.                                                                                                                                                                                     
|   
|(3) | Following the completion of the two exchange
    public offers on, respectively, Coflexip shares, and Isis
    shares, in July 2001, Technip-Coflexip made, on October 11,
    2001, an increase in capital of 10,565,723 shares of which
    5,504,436 shares relate to Coflexip shareholders and
    5,061,287 shares relate to Isis shareholders.

F-34



---



##### Table of Contents



TECHNIP-COFLEXIP


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)



|    |                                                                                                                                                                                                                                                                                                                                            
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(4) | The merger between Technip-Coflexip and Isis took
    place as the subsidiary shares were held at 99.05%. As it is
    about a renunciation merger, the minoritys payment by
    capital increase was very low.                                                                                                                           
|   
|(5) | As described in Note 2(a) the
    merger ended the reciprocal shareholding between
    Technip-Coflexip and Isis of 1,847,376 shares, which had
    been recorded in shareholders equity in 2001. These shares have
    been cancelled in July 2002 following the merger in
    accordance with the draft agreement of July 2001 with Isis.
|   
|(6) | Technip-Coflexip exchanged CGG shares for
    Technip-Coflexip shares held by IFP in accordance with the
    exchange agreement signed in 2001. Technip-Coflexip subsequently
    cancelled its own shares.                                                                                                                                
|   
|(7) | In 2002, Technip-Coflexip repurchased its own
    shares and subsequently cancelled the shares held by the Company
    except 49,500 shares intended for stock-options plans.                                                                                                                                                              

The Company owns 49,499, 623,595 and 617,281 of
its own shares as of December 31, 2002, 2001 and 2000,
respectively. In 2002, the shares held by the Company were
entirely set aside to cover the stock-option plans. They are
classified in marketable securities.

(b) Technip-Coflexip
shareholders as of December 31

|                                                 |  |          |        |  |          |  |        |          |  |  |        | 
|------------------------------------------------ |  | -------- | ------ |  | -------- |  | ------ | -------- |  |  | ------ | 
|                                                 |  | 12/31/02 |        |  | 12/31/01 |  |        | 12/31/00 | 
|                                                 |  |          |        |  |          |  |        |          | 
|IFP                                              |  |          | 6.8%   |  |          |  | 7.9%   |          |  |  |       | 
|ISIS                                             |  |          |       |  |          |  |       |          |  |  | 11.3%  | 
|Gaz de France                                    |  |          | 7.3%   |  |          |  | 6.4%   |          |  |  | 10.6%  | 
|Total Fina Elf Group                             |  |          | 3.8%   |  |          |  | 4.7%   |          |  |  | 6.2%   | 
|Employees                                        |  |          | 2.6%   |  |          |  | 2.5%   |          |  |  | 3.5%   | 
|Treasury shares and shares held by subsidiary(*) |  |          | 0.2%   |  |          |  | 9.2%   |          |  |  | 3.9%   | 
|Others                                           |  |          | 79.3%  |  |          |  | 69.3%  |          |  |  | 64.5%  | 
|                                                 |  |          |        |  |          |  |        |          | 
|Total                                            |  |          | 100.0% |  |          |  | 100.0% |          |  |  | 100.0% | 
|                                                 |  |          |        |  |          |  |        |          | 



---



|    |                                                                                                                                                                                                                   
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(*) | December 31, 2001 balance includes: 623,595
    treasury shares and 1,847,376 shares held by subsidiary, or a
    total amount of 2,470,971 shares. December 31, 2002 balance
    includes 49,499 treasury shares.

(c) Cumulative
translation adjustments

Cumulative translation adjustments reflect the
exchange differences arising from the translation of the
financial statements of foreign subsidiaries as described in
Note 1(f).

(d) Executive
Stock Option Plans

The 1996 stock option plan, was authorized by the
shareholders meeting held on May 16, 1995 and
implemented by the Board of Directors on March 14, 1996,
March 13, 1997 and April 30, 1998. These options are
valid up to five years from the date of grant.

The 1998 stock option plan was authorized by the
shareholders meeting held on April 30, 1998 and
implemented by the Board of Directors on April 30, 1998. It
replaces the last part of the 1996 stock option plan for the
remaining options and will be granted using treasury shares.
These options are valid up to five years from the date of grant.

The 1999 stock option plan was authorized by the
shareholders meeting held on April 30, 1999 and
implemented by the Board of Directors on April 30, 1999.
These options are valid up to five years from the date of grant.

F-35



---



##### Table of Contents



TECHNIP-COFLEXIP


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

The 2000 stock option plan was authorized by the
shareholders meeting held on April 28, 2000 and
implemented by the Board of Directors on December 14, 2000.
These options are valid up to eight years from the date of grant.

The 2003 stock option plan was authorized by the
shareholders meeting held on June 20, 2002 and
implemented by the Board of Directors on December 9, 2002.
These options are valid up to six years from the date of grant.

|                                                                             |  |                                            |            |   |                |  |            |           |  |  |            |   |  |         |            |  |       |  |            |  |  |  |           |  
|---------------------------------------------------------------------------- |  | ------------------------------------------ | ---------- | - | -------------- |  | ---------- | --------- |  |  | ---------- | - |  | ------- | ---------- |  | ----- |  | ---------- |  |  |  | --------- | -
|                                                                             |  |                                           
|                                                                             |  | Number of subscription or purchase options |           
|                                                                             |  |                                            |           
|                                                                             |  | Plan 1996/                                 |            |   |                |  |            |           | 
|                                                                             |  | 1998                                       |            |   | Plan 1999/2001 |  |            | Plan 2003 |  |  |           
|                                                                             |  |                                            |            |   |                |  |            |           |  |  |           
|                                                                             |  | 3rd                                        |            |   | 1st            |  |            | 2nd       |  |  | 1st        |   |  | 2nd     |            |  |      
|                                                                             |  | 1998(a)                                    |            |   | 1999(b)        |  |            | 2000(c)   |  |  | 2003(d)    |   |  | 2003(d) |            |  | TOTAL | 
|                                                                             |  |                                            |            |   |                |  |            |           |  |  |            |   |  |         |            |  |       | 
|December 31, 1999                                                            |  |                                            | 138,711    |   |                |  | 315,520    |           |  |  |           |   |  |         |           |  |       |  |           |  |  |  | 454,231   |  
|                                                                             |  |                                            |            |   |                |  |            |           |  |  |            |   |  |         |            |  |       | 
|Options exercised                                                            |  |                                            | (1,400     | ) |                |  | (2,200     | )         |  |  |           |   |  |         |           |  |       |  |           |  |  |  | (3,600    | )
|Options cancelled                                                            |  |                                            | (5,200     | ) |                |  | (7,900     | )         |  |  |           |   |  |         |           |  |       |  |           |  |  |  | (13,100   | )
|Options granted (granted)                                                    |  |                                            |           |   |                |  |           |           |  |  | 139,576    |   |  |         |           |  |       |  |           |  |  |  | 139,576   |  
|Options granted (subscription)                                               |  |                                            |           |   |                |  |           |           |  |  | 493,028    |   |  |         |           |  |       |  |           |  |  |  | 493,028   |  
|                                                                             |  |                                            |            |   |                |  |            |           |  |  |            |   |  |         |            |  |       | 
|December 31, 2000                                                            |  |                                            | 132,111    |   |                |  | 305,420    |           |  |  | 632,604    |   |  |         |           |  |       |  |           |  |  |  | 1,070,135 |  
|                                                                             |  |                                            |            |   |                |  |            |           |  |  |            |   |  |         |            |  |       | 
|Options exercised (purchase)                                                 |  |                                            | (25,111    | ) |                |  | (20,800    | )         |  |  |           |   |  |         |           |  |       |  |           |  |  |  | (45,911   | )
|Options exercised (subscription)                                             |  |                                            |           |   |                |  |           |           |  |  |           |   |  |         |           |  |       |  |           |  |  |  |          |  
|Options cancelled (purchase)                                                 |  |                                            |           |   |                |  |           |           |  |  |           |   |  |         |           |  |       |  |           |  |  |  |          |  
|Options cancelled (subscription)                                             |  |                                            |           |   |                |  |           |           |  |  | (3,200     | ) |  |         |           |  |       |  |           |  |  |  | (3,200    | )
|Options granted (purchase)                                                   |  |                                            |           |   |                |  |           |           |  |  |           |   |  |         |           |  |       |  |           |  |  |  |          |  
|Options granted (subscription)                                               |  |                                            |           |   |                |  |           |           |  |  |           |   |  |         |           |  |       |  |           |  |  |  |          |  
|                                                                             |  |                                            |            |   |                |  |            |           |  |  |            |   |  |         |            |  |       | 
|December 31, 2001 (purchase)                                                 |  |                                            | 107,000    |   |                |  | 284,620    |           |  |  | 139,576    |   |  |         |           |  |       |  |           |  |  |  | 531,196   |  
|December 31, 2001
    (subscription)                                         |  |                                            |           |   |                |  |           |           |  |  | 489,828    |   |  |         |           |  |       |  |           |  |  |  | 489,828   |  
|                                                                             |  |                                            |            |   |                |  |            |           |  |  |            |   |  |         |            |  |       | 
|Options exercised (purchase)                                                 |  |                                            | (4,700     | ) |                |  | (4,400     | )         |  |  |           |   |  |         |           |  |       |  |           |  |  |  | (9,100    | )
|Options exercised (subscription)                                             |  |                                            |           |   |                |  |           |           |  |  |           |   |  |         |           |  |       |  |           |  |  |  |          |  
|Options cancelled (purchase)                                                 |  |                                            | (4,300     | ) |                |  | (8,100     | )         |  |  |           |   |  |         |           |  |       |  |           |  |  |  | (12,400   | )
|Options cancelled (subscription)                                             |  |                                            |           |   |                |  |           |           |  |  | (13,950    | ) |  |         |           |  |       |  |           |  |  |  | (13,950   | )
|Options granted (purchase)                                                   |  |                                            |           |   |                |  |           |           |  |  |           |   |  |         |           |  |       |  |           |  |  |  |          |  
|Options granted (subscription)                                               |  |                                            |           |   |                |  |           |           |  |  |           |   |  |         | 234,080    |  |       |  | 468,160    |  |  |  | 702,240   |  
|                                                                             |  |                                            |            |   |                |  |            |           |  |  |            |   |  |         |            |  |       | 
|December 31, 2002 (purchase)                                                 |  |                                            | 98,000     |   |                |  | 272,120    |           |  |  | 139,576    |   |  |         |           |  |       |  |           |  |  |  | 509,696   |  
|December 31, 2002
    (subscription)                                         |  |                                            |           |   |                |  |           |           |  |  | 475,878    |   |  |         | 234,080    |  |       |  | 468,160    |  |  |  | 1,187,118 |  
|                                                                             |  |                                            |            |   |                |  |            |           |  |  |            |   |  |         |            |  |       | 
|Technip-Coflexip treasury shares dedicated to the
    purchase options plans |  |                                            |            |   |                |  |            |           |  |  |            |   |  |         |            |  |       |  |            |  |  |  | 49,499    |  
|Maturity date                                                                |  |                                            | 04/30/2003 |   |                |  | 04/30/2004 |           |  |  | 12/14/2008 |   |  |         | 12/09/2008 |  |       |  | 12/09/2008 |  |  |  |           |  



---



|    |                                                                                    
|--- | -----------------------------------------------------------------------------------
|(a) | Options utilizable with deferred payment of
    3 years beginning April 30, 1998   
|   
|(b) | Options utilizable with deferred payment of
    3 years beginning April 30, 1999   
|   
|(c) | Options utilizable with deferred payment of
    3 years beginning December 14, 2000
|   
|(d) | Options utilizable with deferred payment of
    3 years beginning December 9, 2002 

F-36



---



##### Table of Contents



TECHNIP-COFLEXIP


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)



|    |                                    
|--- | -----------------------------------
|(e) | Distributable retained
    earnings

The distributable retained earnings of the parent
company, amounts approximately to
 250 million,
after estimated taxation, as of December 31, 2002, as
deduction of tax at source in the event of payment of dividends.

The payment of dividends in 2003 for 2002 will
result in an additional tax expense equal to the difference
between the current tax rate and the reduced tax rate. As a
result an additional tax of about
 5 million
will have to be paid.



|    |                        
|--- | -----------------------
|(f) | Statutory legal reserve

Under French Company Law, companies must allocate
5% of their consolidated statutory net profit for each year to
their legal reserve fund before dividends may be paid with
respect to that year.

Funds are allocated until the amount in the legal
reserve is equal to 10% of the aggregate nominal value of the
issued and outstanding share capital. The legal reserve may only
be distributed to shareholders upon liquidation of the company.
The statutory legal reserve was
 9.8 million
at December 31, 2002.



|    |          
|--- | ---------
|(g) | Dividends

The net dividend per share has been as follows
for the years ended December 31, 2002, 2001 and 2000:

|                       |  |      |      |  |      |  |      |      |  |  |      | 
|---------------------- |  | ---- | ---- |  | ---- |  | ---- | ---- |  |  | ---- | 
|In Euros               |  | 2002 |      |  | 2001 |  |      | 2000 | 
|                       |  |      |      |  |      |  |      |      | 
|Net dividend per share |  |      | 3.30 |  |      |  | 3.30 |      |  |  | 3.30 | 

Note 21  Accrued
liabilities

The principles on which accrued liabilities are
estimated are described in Note 1 (p).

|                                       |  |                    |       |  |          |  |       |          |  |  |       | 
|-------------------------------------- |  | ------------------ | ----- |  | -------- |  | ----- | -------- |  |  | ----- | 
|                                       |  | 12/31/02           |       |  | 12/31/01 |  |       | 12/31/00 | 
|                                       |  |                    |       |  |          |  |       |          | 
|                                       |  |                   
|                                       |  | In millions of EUR |      
|Accrued contingencies:                 |  |                    |       |  |          |  |       |          |  |  |       | 
|Foreseeable losses on contracts        |  |                    | 5.5   |  |          |  | 4.8   |          |  |  | 6.2   | 
|Contingencies related to contracts     |  |                    | 59.5  |  |          |  | 53.2  |          |  |  | 33.4  | 
|Territoriality and other contingencies |  |                    | 43.1  |  |          |  | 35.5  |          |  |  | 35.4  | 
|Provision for dry docking long term    |  |                    | 7.7   |  |          |  | 14.7  |          |  |  |      | 
|Other (a)                              |  |                    | 45.3  |  |          |  | 14.7  |          |  |  | 6.6   | 
|                                       |  |                    |       |  |          |  |       |          | 
|Sub-total                              |  |                    | 161.1 |  |          |  | 122.9 |          |  |  | 81.6  | 
|                                       |  |                    |       |  |          |  |       |          | 
|Accrued expenses:                      |  |                    |       |  |          |  |       |          |  |  |       | 
|Expenses to complete contracts         |  |                    | 74.9  |  |          |  | 128.2 |          |  |  | 71.2  | 
|Restructuring (b)                      |  |                    | 4.2   |  |          |  | 4.6   |          |  |  | 9.7   | 
|Other                                  |  |                    | 2.3   |  |          |  | 1.8   |          |  |  | 4.8   | 
|                                       |  |                    |       |  |          |  |       |          | 
|Sub-total                              |  |                    | 81.4  |  |          |  | 134.6 |          |  |  | 85.7  | 
|                                       |  |                    |       |  |          |  |       |          | 
|Accrued liabilities                    |  |                    | 242.5 |  |          |  | 257.5 |          |  |  | 167.3 | 
|                                       |  |                    |       |  |          |  |       |          | 



---



|    |                                                                  
|--- | -----------------------------------------------------------------
|(a) | As of December 31, 2002, include the
    following contingencies;
|   
|   | Contingencies on future CAMC disposal:
     16.9 million,       
|   
|   | Exchange loss contingencies:
     10.3 million                  

F-37



---



##### Table of Contents



TECHNIP-COFLEXIP


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)



|    |               
|--- | --------------
|(b) | Restructuring:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Following the acquisition of KTI/MDEU, the
    Company recorded a pre-tax reserve of
     24.5 million
    in conjunction with a restructuring plan under which it would
    reduce by 392 persons the number of the employees of two
    German subsidiaries, TP Germany GmbH and MSE GmbH. The main
    components of this plan have been agreed by the
    Comité dentreprise and the labor union of
    the two companies on September and July 1999, respectively.
|
| | This pre-tax reserve is mainly made up of
    severance costs
    ( 10.4 million)
    and redeployment costs
    ( 11.1 million),
    which resulted from an agreement signed in September 1999 with
    the BQG, a German government administration in charge of
    redeployments, and are to be expensed over a maximum period of
    24 months.                                                                                                                      
|
| | In 2000, Technip and the BQG issued an amendment
    to this plan under which 110 additional persons will have to
    leave the Company over a 24 months period. As a result, the
    Company recorded a
     6.8 million
    reserve mainly to cover related severance and redeployment costs.                                                                                                                                                                           

The changes in Accrued liabilities from
December 31, 2001 can be analyzed as follows:

|                                       |  |                    |       |  |          |          |       |             |          |  |             |       |  |         |       |   |          |  |       |   |  |  |       | 
|-------------------------------------- |  | ------------------ | ----- |  | -------- | -------- | ----- | ----------- | -------- |  | ----------- | ----- |  | ------- | ----- | - | -------- |  | ----- | - |  |  | ----- | 
|                                       |  |                    |       |  |          | Decrease |       |             | Decrease |  |             |       |  |        
|                                       |  |                    |       |  |          | Used     |       |             | Unused   |  |             | Other |  |         |      
|                                       |  | 12/31/01           |       |  | Increase |          |       | (provision) |          |  | (provision) |       |  | changes |       |   | 12/31/02 | 
|                                       |  |                    |       |  |          |          |       |             |          |  |             |       |  |         |       |   |          | 
|                                       |  |                   
|                                       |  | In millions of EUR |      
|Foreseeable losses on contracts        |  |                    | 4.8   |  |          |          | 5.7   |             |          |  | (5.0        | )     |  |         |      |   |          |  |      |   |  |  | 5.5   | 
|Contingencies related to contracts     |  |                    | 53.2  |  |          |          | 35.3  |             |          |  | (43.6       | )     |  |         | (9.5  | ) |          |  | 24.1  |   |  |  | 59.5  | 
|Territoriality and other contingencies |  |                    | 35.5  |  |          |          | 10.3  |             |          |  | (12.8       | )     |  |         | (2.8  | ) |          |  | 12.9  |   |  |  | 43.1  | 
|Provision for dry docking long term    |  |                    | 14.7  |  |          |          | 14.0  |             |          |  | (19.6       | )     |  |         |      |   |          |  | (1.4  | ) |  |  | 7.7   | 
|Expenses to complete contracts         |  |                    | 128.2 |  |          |          | 42.7  |             |          |  | (61.9       | )     |  |         |      |   |          |  | (34.1 | ) |  |  | 74.9  | 
|Restructuring                          |  |                    | 4.6   |  |          |          | 5.0   |             |          |  | (5.4        | )     |  |         |      |   |          |  |      |   |  |  | 4.2   | 
|Others                                 |  |                    | 16.5  |  |          |          | 36.8  |             |          |  | (4.2        | )     |  |         |      |   |          |  | (1.5  | ) |  |  | 47.6  | 
|                                       |  |                    |       |  |          |          |       |             |          |  |             |       |  |         |       |   |          | 
|Total                                  |  |                    | 257.5 |  |          |          | 149.8 |             |          |  | (152.5      | )     |  |         | (12.3 | ) |          |  |      |   |  |  | 242.5 | 
|                                       |  |                    |       |  |          |          |       |             |          |  |             |       |  |         |       |   |          | 

Note 22  Financial
debt



|    |                   
|--- | ------------------
|(a) | Analysis by nature

|                                      |  |                    |         |  |          |  |         |          |  |  |       | 
|------------------------------------- |  | ------------------ | ------- |  | -------- |  | ------- | -------- |  |  | ----- | 
|                                      |  | 12/31/02           |         |  | 12/31/01 |  |         | 12/31/00 | 
|                                      |  |                    |         |  |          |  |         |          | 
|                                      |  |                   
|                                      |  | In millions of EUR |        
|Convertible bonds (i)                 |  |                    | 765.3   |  |          |  |        |          |  |  |      | 
|Bank borrowings and credit lines (ii) |  |                    | 187.7   |  |          |  | 1,394.9 |          |  |  |      | 
|Commercial paper short term           |  |                    | 276.0   |  |          |  | 184.5   |          |  |  | 190.0 | 
|Bank overdrafts                       |  |                    | 7.2     |  |          |  | 33.9    |          |  |  |      | 
|Refundable Advances                   |  |                    | 6.2     |  |          |  | 6.1     |          |  |  | 5.1   | 
|Joint venture current accounts        |  |                    |        |  |          |  |        |          |  |  | 0.5   | 
|Employees loans                       |  |                    |        |  |          |  | 0.1     |          |  |  | 0.2   | 
|Accrued interest payable              |  |                    |        |  |          |  | 3.9     |          |  |  |      | 
|Leasing and other                     |  |                    | 4.7     |  |          |  | 15.5    |          |  |  | 0.2   | 
|                                      |  |                    |         |  |          |  |         |          | 
|Total financial debt                  |  |                    | 1,247.1 |  |          |  | 1,638.9 |          |  |  | 196.0 | 
|                                      |  |                    |         |  |          |  |         |          | 
|Short financial debt (iii)            |  |                    | 297.0   |  |          |  | 456.7   |          |  |  | 191.2 | 
|Long term financial debt              |  |                    | 950.1   |  |          |  | 1,182.2 |          |  |  | 4.8   | 



---

F-38



---



##### Table of Contents



TECHNIP-COFLEXIP


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)



|    |                                                                                                                                                                                                                                                                                                                                       
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(i) | At the end of January 2002, Technip-Coflexip
    issued a debenture loan with a conversion option into new shares
    and/or exchange in existing shares (OCEANE offer) for an
    original amount of
     793.5 million.
    The reimbursement date was set on January 1, 2007 for bonds
    not converted into shares at this date.



| |                                                                                                                         
| | ------------------------------------------------------------------------------------------------------------------------
| | The OCEANE offer, which received the COB final
    visa on January 22, 2002, has the following main
    characteristics:



| |   |                                                                                                                  
| | - | -----------------------------------------------------------------------------------------------------------------
| |  | Issued at a price of
     170
    (number of issued bonds: 4,667,647),                                          
|
| |  | The coupon payable on January 1 of each year
    amounts to 1% per year of the bonds nominal value,              
|
| |  | The reimbursement date was set on January 1,
    2007 for bonds not converted into shares at this date,          
|
| |  | The bond reimbursement price as of
    January 1, 2007 is
     190.07 in
    case of non conversion or exchange,
|
| |  | The actuarial yield rate for the bondholder is
    3.25% per year in case of non conversion or exchange.         



| |                                                                                                                                                                                                                                                               
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The debenture loan was used mid-February 2002 to
    reimburse part of the credit facility issued by Technip-Coflexip
    to finance the purchase of Coflexip shares.                                                                                         
|
| | Technip-Coflexip repurchased 165,653 convertible
    bonds during December 2002 in the amount of
     26.9 million.                                                                                                                                          
|
| | In accordance with the issuing contract, which
    received the COB final visa on January 22, 2002, the
    165,653 convertible bonds repurchased have been cancelled,
    reducing the outstanding amount to
     765.3 million
    as of December 31, 2002.



|      |                                                                                                                                                                                                                                                                                                                                                                                                                   
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(ii)  | The bank borrowings and credit lines as of
    December 31, 2002, mainly include:                                                                                                                                                                                                                                                                                                                                 
|     
|1.    | The credit facility for US$ 350 million
    with an outstanding balance of US$ 174 million
    ( 165.9 million)
    as of December 31, 2002. This credit facility has been used
    by Coflexip SA and some of its subsidiaries to finance the
    acquisition of the Aker Maritime ASA Deepwater Division in
    January 2001. This bank credit facility is fully reimbursable at
    maturity on June 26, 2006.
|     
|2.    | The credit line used to finance the Sunrise 2000
    project, which amounts to US$ 13.7 million
    ( 13.1 million)
    as of December 2002 (US$18.7 million as of
    December 31, 2001, US$ 23.7 million as of
    December 31, 2000).                                                                                                                                                                         
|     
|(iii) | The financial short term debt which represents
     297 million
    is broken as follows:                                                                                                                                                                                                                                                                                                                        



| |   |                                                                                 
| | - | --------------------------------------------------------------------------------
| |  | Commercial paper for
     276 million
    (1 to 3 months maturity),            
|
| |  | Short term part of the long term debts, which
    amounts to
     13.1 million,
|
| |  | Bank overdrafts and other short term debts for
     7.9 million.               



|    |                                            
|--- | -------------------------------------------
|(b) | Analysis by the nature of interest
    rate

(After interest rate cover, if any)

|              |  |             |         | 
|------------- |  | ----------- | ------- | 
|              |  | 12/31/02    |        
|              |  |             |        
|              |  | In millions |        
|              |  | of EUR      |        
|Fixed rate    |  |             | 896.1   | 
|Variable rate |  |             | 351.0   | 
|              |  |             |        
|Total         |  |             | 1,247.1 | 
|              |  |             |        

In 2002, the average rate of the fixed rate debt
was 3.46% per year.

During 2002, the average rate of the Group debt
(fixed and variable rate) was 2.48% per year (3.35% per year
including the amortization of the redemption premium relating to
the convertible bond issue).

F-39



---



##### Table of Contents



TECHNIP-COFLEXIP


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

The average debt rate is calculated by dividing
the amount of the financial charges (excluding banking costs not
directly related to debt), by the average outstanding debt for
the fiscal year.



|    |                     
|--- | --------------------
|(c) | Analysis by currency

|                                  |  |                    |         |   |          |  |         |          |  |  |        |  
|--------------------------------- |  | ------------------ | ------- | - | -------- |  | ------- | -------- |  |  | ------ | -
|                                  |  | 12/31/02           |         |   | 12/31/01 |  |         | 12/31/00 | 
|                                  |  |                    |         |   |          |  |         |          | 
|                                  |  |                   
|                                  |  | In millions of EUR |        
|Euro                              |  |                    | 1,054.8 |   |          |  | 1,189.7 |          |  |  | 190.0  |  
|French Franc                      |  |                    |        |   |          |  |        |          |  |  | 6.0    |  
|US Dollar                         |  |                    | 182.2   |   |          |  | 432.8   |          |  |  |       |  
|Great Britain Pound               |  |                    |        |   |          |  | 8.3     |          |  |  |       |  
|Others                            |  |                    | 10.1    |   |          |  | 8.1     |          |  |  |       |  
|                                  |  |                    |         |   |          |  |         |          | 
|Total financial debt              |  |                    | 1,247.1 |   |          |  | 1,638.9 |          |  |  | 196.0  |  
|Less: amounts due within one year |  |                    | (297.0  | ) |          |  | (456.7  | )        |  |  | (191.2 | )
|                                  |  |                    |         |   |          |  |         |          | 
|Total long-term debt              |  |                    | 950.1   |   |          |  | 1,182.2 |          |  |  | 4.8    |  
|                                  |  |                    |         |   |          |  |         |          | 



|    |                                        
|--- | ---------------------------------------
|(d) | Annual maturities of long-term
    debt

|                         |  |             |       | 
|------------------------ |  | ----------- | ----- | 
|                         |  | 12/31/02    |      
|                         |  |             |      
|                         |  | In millions |      
|                         |  | of EUR      |      
|2003                     |  |             | 13.1  | 
|2004                     |  |             | 9.4   | 
|2005                     |  |             | 5.7   | 
|2006                     |  |             | 931.6 | 
|2007 and after           |  |             | 3.3   | 
|                         |  |             |      
|Total long-term debt (*) |  |             | 963.2 | 
|                         |  |             |      



---



|    |                                                                               
|--- | ------------------------------------------------------------------------------
|(*) | Includes the short term part of the long term
    debt for
     13.1 million.



|    |                                            
|--- | -------------------------------------------
|(e) | Debt guaranteed by surety and
    mortgages

|                                          |  |                    |      |  |                |  |         |       |  |  |         | 
|----------------------------------------- |  | ------------------ | ---- |  | -------------- |  | ------- | ----- |  |  | ------- | 
|                                          |  |                   
|                                          |  | 12/31/02           |     
|                                          |  |                    |     
|                                          |  | Guaranteed         |      |  | Non-guaranteed |  |         | Total | 
|                                          |  |                    |      |  |                |  |         |       | 
|                                          |  |                   
|                                          |  | In millions of EUR |     
|Bank overdrafts and short term facilities |  |                    |     |  |                |  | 7.2     |       |  |  | 7.9     | 
|Commercial paper                          |  |                    |     |  |                |  | 276.0   |       |  |  | 276.0   | 
|Short term part of long term debts        |  |                    | 9.5  |  |                |  | 3.6     |       |  |  | 13.1    | 
|Total short term financial debt           |  |                    | 9.5  |  |                |  | 286.8   |       |  |  | 297.0   | 
|                                          |  |                    |      |  |                |  |         |       | 
|Long term financial debt                  |  |                    | 14.1 |  |                |  | 936.0   |       |  |  | 950.1   | 
|Total financial debt                      |  |                    | 23.6 |  |                |  | 1,222.8 |       |  |  | 1,247.1 | 
|                                          |  |                    |      |  |                |  |         |       | 

As of December 31, 2002,
 23.6 million
of bank and financial debts used by Coflexip and its
subsidiaries are covered by mortgages granted by these companies.

Note 23  Convertible bonds
redemption discount

Following the repurchase and the cancellation of
165,653 convertible bonds in 2002, the amount of the convertible
bonds redemption premium has been reduced to
 90.4 million
(compared to
 93.7 when
issued).

F-40



---



##### Table of Contents



TECHNIP-COFLEXIP


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

Note 24  Other
creditors

|                                      |  |                    |       |  |          |  |       |          |  |  |       | 
|------------------------------------- |  | ------------------ | ----- |  | -------- |  | ----- | -------- |  |  | ----- | 
|                                      |  | 12/31/02           |       |  | 12/31/01 |  |       | 12/31/00 | 
|                                      |  |                    |       |  |          |  |       |          | 
|                                      |  |                   
|                                      |  | In millions of EUR |      
|Payroll costs                         |  |                    | 62.0  |  |          |  | 66.9  |          |  |  | 57.6  | 
|Social security charges               |  |                    | 20.6  |  |          |  | 18.4  |          |  |  | 21.1  | 
|Income and value added taxes          |  |                    | 276.7 |  |          |  | 294.1 |          |  |  | 95.0  | 
|Deferred income                       |  |                    | 7.1   |  |          |  | 4.4   |          |  |  | 5.0   | 
|Debts on fixed assets                 |  |                    | 15.7  |  |          |  | 9.9   |          |  |  | 1.0   | 
|Ongoing project accruals              |  |                    | 78.6  |  |          |  | 63.5  |          |  |  | 21.5  | 
|Fees accruals                         |  |                    | 1.9   |  |          |  | 2.1   |          |  |  | 4.8   | 
|Current-accounts on ongoing contracts |  |                    | 28.9  |  |          |  |      |          |  |  | 15.5  | 
|Debt covered by a guarantee           |  |                    | 68.9  |  |          |  | 66.0  |          |  |  |      | 
|Subsidies                             |  |                    | 7.0   |  |          |  | 6.7   |          |  |  |      | 
|Other                                 |  |                    | 188.7 |  |          |  | 130.3 |          |  |  | 27.2  | 
|                                      |  |                    |       |  |          |  |       |          | 
|Other creditors                       |  |                    | 756.1 |  |          |  | 662.3 |          |  |  | 248.7 | 
|                                      |  |                    |       |  |          |  |       |          | 

Note 25  Related party
transactions

According to the agreement concluded on
July 2, 2001, between Technip, Isis and IFP, Isis sold its
non listed investments held in Novacep and Géoservices
before the merger in June 2002. Isis also transferred the
Compagnie Générale de Géophysique shares and the
agreements to exchange related to IFP. In exchange for CGG
shares, Technip-Coflexip received its own shares in November
2002, that have been subsequently cancelled.

Note 26  Commitments and
contingencies

The commitments are presented below and the
amounts related to the financial debt are presented in
Note 22.



|    |                                        
|--- | ---------------------------------------
|(a) | Capital leases and operating
    leases

The Group rents various equipment, vessels and
buildings, mainly under leasing contracts that will end during
the next ten years. Then the Group will be required to replace
or change them.

In 2002, the leasing costs amounted to
 41.3 million
(including vessels for
 16.5 million)
compared to
 37.3 million
in 2001.

F-41



---



##### Table of Contents



TECHNIP-COFLEXIP


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

As of December 31 2002, the present value of
future minimum payments for these leases is as follows:

|                                     |  |                    |      |   |           |  |       | 
|------------------------------------ |  | ------------------ | ---- | - | --------- |  | ----- | 
|                                     |  | Capital            |      |   | Operating | 
|                                     |  | lease              |      |   | lease     | 
|                                     |  |                    |      |   |           | 
|                                     |  |                   
|                                     |  | In millions of EUR |     
|For the year ended December 31, 2003 |  |                    | 1.9  |   |           |  | 61.8  | 
|2004                                 |  |                    | 1.9  |   |           |  | 51.2  | 
|2005                                 |  |                    | 0.9  |   |           |  | 30.6  | 
|2006                                 |  |                    |     |   |           |  | 30.0  | 
|2007                                 |  |                    |     |   |           |  | 22.2  | 
|2008 and thereafter                  |  |                    |     |   |           |  | 38.3  | 
|                                     |  |                    |      |   |           | 
|Total                                |  |                    | 4.7  |   |           |  | 234.1 | 
|                                     |  |                    |      |   |           | 
|Less interest                        |  |                    | (0.6 | ) |           |  |      | 
|                                     |  |                    |      |   |           | 
|Total current net value              |  |                    | 4.1  |   |           |  | 234.1 | 
|                                     |  |                    |      |   |           | 

In 2002, 2001 and 2000, no new leasing contracts
have been entered into by the Group.



|    |            
|--- | -----------
|(b) | Commitments

The Group gives and receives commitments within
the normal life of its activity. The commitments are presented
below:

|                             |  |                    |         |  |          |  |         |          |  |  |            | 
|---------------------------- |  | ------------------ | ------- |  | -------- |  | ------- | -------- |  |  | ---------- | 
|                             |  | 12/31/02           |         |  | 12/31/01 |  |         | 12/31/00 | 
|                             |  |                    |         |  |          |  |         |          | 
|                             |  |                   
|                             |  | In millions of EUR |        
|Commitments given issued     |  |                    | 1,696.2 |  |          |  | 1,558.1 |          |  |  | 1,233.3    | 
|Commitments received         |  |                    | 445.3   |  |          |  | 474.0   |          |  |  | 387.5      | 
|Non-matured discounted notes |  |                    |        |  |          |  |        |          |  |  | 2.0        | 
|Parent company guarantees    |  |                    | 8,807.6 |  |          |  | 5,507.0 |          |  |  | Not valued | 

Commitments given relate to guarantees or bonds
and letters of credit from banks or insurance companies for:
(i) guarantees of advance payments from customers;
(ii) to provide customers with additional guarantees for a
delay in delivery; (iii) to guarantee future performance of
their contractual obligations. The amount guaranteed is the
result of contractual negotiation with clients. A portion of the
guarantees is released upon delivery and the remainder upon the
customers final acceptance.

The maximum provisional and aggregate amount of
future payments that the Company would be required to make under
the guarantee is
 1,696.2 million.
Approximately 45% of the commitments given expire within one
year while 55% of the commitments expire within 5 years.

Commitments received mainly relate to similar
guarantees obtained from suppliers or subcontractors in
connection with ongoing contracts of which approximately 35%
could be called over 12 months and 65% over 24 months.

Parent company guarantees given by the parent
company to clients cover the good performance of the specified
contracts, of which the average expiration period until the
release of the guarantees of the commitment is approximately
5 years.

F-42



---



##### Table of Contents



TECHNIP-COFLEXIP


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)



|    |              
|--- | -------------
|(c) | Contingencies

Litigation:

The Company is subject to various legal
proceedings and claims arising in the normal course of its
business. In the opinion of the management, the probable
outcomes of these actions will not materially affect the
consolidated financial position or results of operations of the
Company.

The main current litigations are as follows:

Acquisition by Coflexip of the Aker Maritime
ASA Deepwater Division:following this
acquisition, Coflexip notified Aker Maritime, that under the
price adjustment provisions of the Share Purchase Agreement, it
was entitled to a U.S.$ 136.7 million reduction in the
purchase price of the Deepwater Division. In accordance with the
price adjustment mechanisms stipulated in the contract, an
independent auditor is required to assess this claim before it
is finalized. During 2002, the first arbitral court confirmed
the work of the auditor. The Company anticipates that the result
of the claim will be to decrease Aker Maritime ASA Deepwater
Divisions purchase price and accordingly the goodwill
recorded from the acquisition.

Other pending litigation:on December 21, 2001, a French
company filed a complaint with the Tribunal de Commerce de
Versailles against Coflexip, Coflexip Stena Offshore Limited and
Coflexip Stena Offshore. The claim alleges that Coflexip
breached several confidentiality agreements. This company also
brought an action in the court in Scotland against Coflexip for
infringement of a patent related to pipe-in-pipe
technologies. On the basis of the available information,
Coflexip believes that these allegations are unfounded and that
its exposure is not material.

Siemens subcontracting on Peterhead contract:Mannesmann Seiffert/ Energie, a German
subsidiary of Technip-Coflexip, initiated arbitration
proceedings against Siemens claiming a price adjustment. The
claim relates to a significant increase in the scope of services
rendered in completion of a 1998 construction contract for
high-pressure connection piping at the Peterhead electrical
power plant built by Siemens for Scottish Electric. An
arbitration panel has been set-up and the Company expects it to
hear the case in mid 2003.

Environmental matters:

The Company is subject to various laws and
regulations relating to environmental matters in countries in
which it operates. Local, national and international laws and
regulations relating to the handling, transport and disposal of
hazardous materials and the protection of the environment also
govern its activity.

The Company could potentially be held liable for
releases of fuel oil and hazardous materials from offshore oil
platforms, pipelines, storage tanks and other installations that
it has engineered, constructed or installed, or are in process.

Accordingly, the Company adopted policies and
procedures in the area of pollution control, to prevent material
environment or other damage, and to limit the financial
liability, which could result from such events. As a matter of
illustration, Technip seeks to negotiate its contracts to
include a cap for potential environmental damages and requires
indemnity agreements from its customers and sub-contractors
requiring such persons to indemnify it up to an agreed amount
for certain claims and liabilities relating to environmental
damages. In addition, Technip maintains liability insurance for
environmental risks the Company believes to be appropriate and
in line with industry practice.

As a result, the Company believes it is in
compliance with all material environment and other regulations
relating to its operations.

F-43



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##### Table of Contents



TECHNIP-COFLEXIP


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

Note 27  Market related
exposure



|    |               
|--- | --------------
|(a) | Liquidity risk

A  Technip-Coflexip financing is
governed by the Group policy and implemented by the Finances and
Control department.

B  Cash management is centralized at
the corporate office and coordinated through the financial
centers located throughout the Groups main operating
subsidiaries.

In 1999, Technip-Coflexip established the EEIG
Technip Eurocash. The EEIG Technip Eurocash created cash
agreements with various Group subsidiaries in order to pool
excess cash at the entity level to meet financial requirements
of the Group. The Technip Eurocash management committee is
comprised of EEIG representatives from the Groups
subsidiaries. The committee meets several times per year.

C  At the end of January 2002,
Technip-Coflexip issued, for an amount of
 793.5
million, 4,667,647 convertible debenture bonds (OCEANE offer)
due in January 1, 2007. The OCEANE offer is more fully
described in Note 22.

Technip-Coflexip has extended the average
maturity of its debt by replacing its debt that was redeemable
biannually from June 30, 2002 through December 31,
2006 with bonds that have a single maturity date of
January 1, 2007, in the absence of conversion.

D  As of December 31, 2002, the
Group has various unused financing sources that allow the Group
to meet its financial needs:

1/ Multi-currency credit lines amounting to
 350
million granted by nine banks to EEIG Technip Eurocash: The
maturity dates of the credit lines are in 2003, but they may be
renewed if management requests an extension several months
before there respective maturity dates. Management expects to
renew most of the credit lines until March-June 2004. As of
December 31, 2002, none was outstanding.

2/ An additional credit facility of
 387
million and US Dollars 56 million
( 53.4
million) was issued to Technip-Coflexip in October 2001 by a
pool of banks. These amounts correspond to the balance of the
bank credit taken out during the public offer on Coflexip,
initially
 1,265
million and then US Dollars 70 million after the
various repayments that occurred since October 2001. These
credit lines were used for the Coflexip cash acquisition. There
is no outstanding amount as of December 31, 2002.

Technip-Coflexip signed an amendment to this
credit facility on March 20, 2002; the significant terms of
the amendment are as follows:



| |   |                                                                                                                                                                                                                                                                   
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | The available amount of
     387
    million is reduced by
     35 million
    on December 31, 2004, the available balance is further
    reduced twice-yearly by equal amounts as from June 30, 2005
    through December 31, 2006.                            
|
| |  | The available amount of US Dollars
    56 million is reducing semi-annually, each by
    USD 7 million as of June 30 and December 31,
    until December 31, 2006.                                                                                                
|
| |  | This credit line is not guaranteed by liens or
    mortgages given on Groups assets.                                                                                                                                                                             
|
| |  | This financial covenants of the credit facility
    require that the Technip-Coflexip main entities maintain a
    quarterly ratio of the Groups net consolidated debt by the
    consolidated EBITDA over the last twelve months, less than or
    equal to 3.0.

3/ In December 2002, a bank credit amounting
to US Dollars 50 million
( 47.7
million), was issued to Technip-Coflexip in order to repurchase
convertible bonds. (Note 28 (a)). The
maturity date of the bank credit is December 31, 2007. The
financial covenants of the credit facility are the same as those
mentioned for the previous credit facility.

F-44



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##### Table of Contents



TECHNIP-COFLEXIP


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

4/ The unused lines of credit available to
Coflexip SA and its subsidiaries amounts to US Dollars
176 million
( 167.8
million). The total amount issued on a bank credit
US Dollars 350 million. Coflexip used the proceeds of
the bank credit to finance the purchase of the Aker
Maritime ASA Deepwater Division. This credit is not
guaranteed by liens or mortgages given on Groups assets.
The financial covenants include a quarterly obligation for the
Coflexip consolidated sub-group to maintain a covering ratio of
the groups net consolidated debt by the EBITDA over the
last twelve months, less than or equal to 3.0, and a ratio net
debt on equity, less than or equal to 0.6.

5/ Various unused lines of credit amounting to
 56.3
million.

Credit agreements of these various financing do
not include an early payment clause in case of deterioration of
the borrowers rating.

As of December 31, 2002, bank credit lines
available to the Group (excluding the bank credit of
US Dollars 50 million allocated to finance the partial
repurchase of convertible bonds) amount to
 1,015
million of which
 413 million
matures prior to December 31, 2003. The outstanding
commercial papers issued at the same date amounts to
 276
million for duration going from 1 to 3 months in the
setting of the Banque de France declared program for
a maximum amount of
 400
million.

E  The long-term debt payment schedule
is provided in Note 22. Its maturity dates over the
years 2003, 2004 and 2005 amount to
 28.2
million.



|    |              
|--- | -------------
|(b) | Currency risk

As indicated in Note 1 (e),
Technip-Coflexip uses financial instruments to manage its
exposure to currency and interest rate risks incurred in the
normal course of its business. The Group does not use financial
instruments for trading or speculative purposes. The counter
parties of the Groups financial instruments are major
financial institutions.

The primary financial instruments used to manage
its exposure to currency risks are as follows:

|                                                               |  |                    |       |  |          |  |       |          |  |         |       |   |         |       |         |         |       |  |       |  |  |  |       | 
|-------------------------------------------------------------- |  | ------------------ | ----- |  | -------- |  | ----- | -------- |  | ------- | ----- | - | ------- | ----- | ------- | ------- | ----- |  | ----- |  |  |  | ----- | 
|                                                               |  |                    |       |  |          | 
|                                                               |  | 12/31/02           |       |  | 12/31/01 |  |       | 12/31/00 | 
|                                                               |  |                    |       |  |          |  |       |          | 
|                                                               |  |                    |       |  |          |  |       |         
|                                                               |  | Maturity           |       |  |          |  |       |          | 
|                                                               |  |                    |       |  |          |  |       |          | 
|                                                               |  | 2004               |       |  |          |  | Fair  |          |  | Nominal |       |   | Nominal |       |         | Nominal |      
|                                                               |  | and after          |       |  | 2003     |  |       | value    |  |         | value |   |         | value |         |         | value | 
|                                                               |  |                    |       |  |          |  |       |          |  |         |       |   |         |       |         |         |       | 
|                                                               |  |                   
|                                                               |  | In millions of EUR |      
|Buy currency, sell national currency (forwards
    and swaps)  |  |                    | 246.7 |  |          |  | 299.2 |          |  |         | (42.9 | ) |         |       | 545.9   |         |       |  | 98.3  |  |  |  | 26.4  | 
|Sell currency, buy national currency (forwards,
    and swaps) |  |                    | 382.4 |  |          |  | 800.4 |          |  |         | 110.9 |   |         |       | 1,182.8 |         |       |  | 738.0 |  |  |  | 520.3 | 
|Sell/Buy foreign currencies                                    |  |                    | 15.1  |  |          |  | 156.0 |          |  |         | 9.9   |   |         |       | 171.2   |         |       |  | 90.5  |  |  |  | 6.3   | 



|    |                   
|--- | ------------------
|(c) | Interest rate risk

The Group does not use financial instruments for
speculative purposes.

As of December 31, 2002, the fixed rate
outstanding debt amounts to
 782.6
million, including mainly the outstanding amount of
 765.3 million
related to the bond issue.

The Group covered
 113.5 million
of its banking debt at variable rate by swaps transforming them
into fixed rate. The underlying debt of these floats is related
to a part of the outstanding credit used for financing the
acquisition of the Aker Maritime ASA Deepwater Division, and the
Sunrise project.

The total amount of the fixed rate debt amounts
to  896.1
million as of December 31, 2002.

F-45



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##### Table of Contents



TECHNIP-COFLEXIP


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)



|    |            
|--- | -----------
|(d) | Credit risk

A significant portion of the Companys
activity is concentrated with a limited number of customers
since the worldwide market is dominated by a small number of
major oil and gas companies. The Company performs ongoing credit
evaluations of its ongoing contracts financial position.

The Group did not note in 2002 and to date
significant non-payment of its customers.

Note 28  Subsequent
events



|    |                                    
|--- | -----------------------------------
|(a) | Repurchase of convertible
    bonds

From January 1, 2003, to the beginning of
February 2003, Technip-Coflexip repurchased 100,611 additional
convertible bonds for an amount of
 16.6 million,
increasing the number of the repurchased convertible bonds since
the issuance to 266,264.

In accordance with the issued contract, these
repurchased convertible bonds were cancelled. The outstanding
amount of the bond issue was reduced to
 748.2 million.

The Group used cash to repurchase the bonds in
2002. This cash amount and the repurchases in 2003 were
refinanced and financed by a US Dollars 50 million
bank credit signed prior to December 31, 2002 with a
maturity date of December 31, 2007. This partial
refinancing allows the Group to lengthen the maturity date of
its debt and to diversify its financing currencies by using
US Dollars in which the Group has a significant amount of
credits and contracts.

Following the repurchase and the cancellation of
100,611 convertible obligations since January 1, 2003, the
redemption premium amount reduced to
 88.4
million (compared to
 90.4 million
as of December 31, 2002).



|    |                                                           
|--- | ----------------------------------------------------------
|(b) | Cancellation and retirement of the Sunrise
    2000 credit

In January 2003, Coflexip has retired by cash and
cancelled the outstanding amount of US Dollars
13.7 million
( 13.1
million) relating to the credit line taken out for financing the
Sunrise 2000 project.



|    |                                                                                        
|--- | ---------------------------------------------------------------------------------------
|(c) | Sale of Technip-Coflexips headquarter
    and grouping of the teams in the Adria tower

At the end of January 2003 headquarter building
was sold by its owner, SCI CB3. Since the sale of the
building, Technip-Coflexip leases the Adria tower located at La
Défense which enables the Group to consolidate 4 sites in
the Paris region.



|    |                                                                                                                                
|--- | -------------------------------------------------------------------------------------------------------------------------------
|(d) | Merger project between Technip-Coflexip and
    Coflexip followed by the withdrawal of Coflexip shares from the
    quoted-list

The merger between Technip-Coflexip and Coflexip
should take place by the end of the year 2003. Once the merger
is complete, the Group will be able to reduce costs by
(i) no longer paying for Coflexip to be listed on the stock
exchange and (ii) reduce costs at the headquarters and
subsidiaries.

(e) Change
in Technip-Coflexips legal organization

Among the draft resolutions of the next
shareholders meeting is the transformation of the
Groups supervisory and management board into a unique
board of directors. This will put an end to the current double
organization and will simplify the groups management
organization.

F-46



---



##### Table of Contents



TECHNIP-COFLEXIP


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)



|    |                                                                                  
|--- | ---------------------------------------------------------------------------------
|(f) | Decrease of Aker Maritime ASA Deepwater
    Divisions purchase price (unaudited)

As a result of the litigation regarding the
purchase price claim on Aker Maritime Deepwater Divisions
(described in Note 26(c)), Coflexip received
a payment of
 31.4 million
from Aker in March 2003 which decreases the purchase price and
thus the goodwill recorded in the financial statements.

Note 29  Main consolidated
companies and equity investees

|                                               |  |         |               |                   |           |  |       | 
|---------------------------------------------- |  | ------- | ------------- | ----------------- | --------- |  | ----- | 
|Consolidated companies                         |  |         |               | December 31, 2002 |          
|Technip Group                                  |  | Country |               |                   | % control | 
|                                               |  |         |               |                   |           | 
|Technip-Coflexip                               |  |         | France        |                   |           |  | 100%  | 
|Technip France                                 |  |         | France        |                   |           |  | 100%  | 
|TPL  Technologie Progetti Lavori SpA          |  |         | Italy         |                   |           |  | 100%  | 
|Technip Italy SpA                              |  |         | Italy         |                   |           |  | 100%  | 
|TPG UK                                         |  |         | UK            |                   |           |  | 100%  | 
|Technip TPS                                    |  |         | France        |                   |           |  | 100%  | 
|Technip Iberia                                 |  |         | Spain         |                   |           |  | 100%  | 
|S.C.I. CB3 Défense                             |  |         | France        |                   |           |  | 100%  | 
|Technip Overseas                               |  |         | Panama        |                   |           |  | 100%  | 
|Technip Benelux NV                             |  |         | Belgium       |                   |           |  | 100%  | 
|Technip Capital                                |  |         | Belgium       |                   |           |  | 100%  | 
|ABAY Engineering                               |  |         | Belgium       |                   |           |  | 100%  | 
|Technip Far East                               |  |         | Malaysia      |                   |           |  | 100%  | 
|Technip Anlagenbau GmbH                        |  |         | Germany       |                   |           |  | 100%  | 
|Technip International AG                       |  |         | Switzerland   |                   |           |  | 100%  | 
|TTIL SNC                                       |  |         | France        |                   |           |  | 100%  | 
|Technip KT India                               |  |         | India         |                   |           |  | 100%  | 
|Technip Upstream Houston (ex. CBS Engineering) |  |         | USA           |                   |           |  | 100%  | 
|Technip USA                                    |  |         | USA           |                   |           |  | 100%  | 
|Technip Benelux BV                             |  |         | Netherlands   |                   |           |  | 100%  | 
|Technip Americas                               |  |         | USA           |                   |           |  | 100%  | 
|Technip Holding Benelux Group                  |  |         | Netherlands   |                   |           |  | 100%  | 
|Technip KTI SpA                                |  |         | Italy         |                   |           |  | 100%  | 
|Technip Germany                                |  |         | Germany       |                   |           |  | 100%  | 
|EHR                                            |  |         | Germany       |                   |           |  | 100%  | 
|MSE                                            |  |         | Germany       |                   |           |  | 100%  | 
|MSI                                            |  |         | Germany       |                   |           |  | 100%  | 
|Technip Eurocash GEIE                          |  |         | France        |                   |           |  | 100%  | 
|IG Spa                                         |  |         | Italy         |                   |           |  | 100%  | 
|Technip Singapour                              |  |         | Singapore     |                   |           |  | 100%  | 
|Technip Middle East                            |  |         | Emirates      |                   |           |  | 100%  | 
|UTC                                            |  |         | Brazil        |                   |           |  | 100%  | 
|Citex                                          |  |         | France        |                   |           |  | 100%  | 
|Eurobatch                                      |  |         | France        |                   |           |  | 100%  | 
|Krebs Engenharia                               |  |         | Brazil        |                   |           |  | 100%  | 
|SNPE Ingenierie Défense                        |  |         | France        |                   |           |  | 100%  | 
|Seal Engineering                               |  |         | France        |                   |           |  | 100%  | 
|Technipnet BV                                  |  |         | Netherlands   |                   |           |  | 100%  | 
|Technip Nouvelle-Calédonie                     |  |         | New Caledonia |                   |           |  | 100%  | 
|PT Technip Indonesia                           |  |         | Indonesia     |                   |           |  | 97.7% | 

F-47



---



##### Table of Contents



TECHNIP-COFLEXIP


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

|                               |  |         |                      |                   |           |  |        | 
|------------------------------ |  | ------- | -------------------- | ----------------- | --------- |  | ------ | 
|Consolidated companies         |  |         |                      | December 31, 2002 |          
|Technip Group                  |  | Country |                      |                   | % control | 
|                               |  |         |                      |                   |           | 
|Technip Portugal               |  |         | Portugal             |                   |           |  | 93.75% | 
|Technip CIS                    |  |         | Russia               |                   |           |  | 70%    | 
|EPC-Business BV                |  |         | Netherlands          |                   |           |  | 66.7%  | 
|Technip Angola                 |  |         | Angola               |                   |           |  | 40%    | 
|Technip Tianchen               |  |         | China                |                   |           |  | 60%    | 
|Technip India                  |  |         | India                |                   |           |  | 50%    | 
|BRI-Technip (Q-CHEM)           |  |         | Qatar                |                   |           |  | 50%    | 
|TP Saudi Arabia                |  |         | Arabie Saoudite      |                   |           |  | 40%    | 
|Contrina SNC/CCSV/CCV          |  |         | France/ Venezuela    |                   |           |  | 34.4%  | 
|Technip Geoproduction Malaysia |  |         | Malaysia             |                   |           |  | 30%    | 
|UCIFZC (Amenam)                |  |         | United Arab Emirates |                   |           |  | 50%    | 
|Bechtel Technip Goro, LLC      |  |         | USA                  |                   |           |  | 50%    | 
|CTME FZCO                      |  |         | United Arab Emirates |                   |           |  | 50%    | 
|Omifpro & Fertilizer           |  |         | France/Italy         |                   |           |  | 50%    | 
|Technip Engineering Thaïland   |  |         | Thaïland             |                   |           |  | 49%    | 
|Technip Engineering (B)        |  |         | Brunei               |                   |           |  | 49%    | 
|Tipiel                         |  |         | Colombia             |                   |           |  | 44.1%  | 
|Madecos (TSKJ/LNG)             |  |         | Portugal             |                   |           |  | 25%    | 
|Nargan                         |  |         | Iran                 |                   |           |  | 20%    | 
|DIN S.A./Dit Harris            |  |         | Venezuela            |                   |           |  | 20%    | 

|                                      |  |         |             |                   |           |  |      | 
|------------------------------------- |  | ------- | ----------- | ----------------- | --------- |  | ---- | 
|Consolidated Companies                |  |         |             | December 31, 2002 |          
|Coflexip Group                        |  | Country |             |                   | % control | 
|                                      |  |         |             |                   |           | 
|Coflexip                              |  |         | France      |                   |           |  | 100% | 
|Cofleximmo                            |  |         | France      |                   |           |  | 100% | 
|Technip Marine                        |  |         | France      |                   |           |  | 100% | 
|Angoflex                              |  |         | France      |                   |           |  | 100% | 
|Technip Offshore International        |  |         | France      |                   |           |  | 100% | 
|Coflexip Développement                |  |         | France      |                   |           |  | 100% | 
|Technip Offshore N.V.                 |  |         | Netherlands |                   |           |  | 100% | 
|Technip Offshore Contracting B.V.     |  |         | Netherlands |                   |           |  | 100% | 
|Technip Offshore Holdings Ltd.        |  |         | UK          |                   |           |  | 100% | 
|Technip Offshore UK Ltd.              |  |         | UK          |                   |           |  | 100% | 
|Technip Ships One Ltd.                |  |         | UK          |                   |           |  | 100% | 
|Technip Ships Three Ltd.              |  |         | UK          |                   |           |  | 100% | 
|Technip-Coflexip U.K. Holdings Ltd.   |  |         | UK          |                   |           |  | 100% | 
|Coflexip U.K. Ltd.                    |  |         | UK          |                   |           |  | 100% | 
|Perry Slingsby Systems Ltd.           |  |         | UK          |                   |           |  | 100% | 
|DUCO Ltd.                             |  |         | UK          |                   |           |  | 100% | 
|Genesis Oil and Gas Consultants Ltd.  |  |         | UK          |                   |           |  | 100% | 
|Technip Offshore Norge AS             |  |         | Norway      |                   |           |  | 100% | 
|Technip-Coflexip Norge A/S            |  |         | Norway      |                   |           |  | 100% | 
|Coflexip Stena Offshore A/S           |  |         | Norway      |                   |           |  | 100% | 
|Technip-Coflexip U.S.A. Holdings Inc. |  |         | USA         |                   |           |  | 100% | 
|Technip Offshore Contractors Inc.     |  |         | USA         |                   |           |  | 100% | 
|R.J. Brown Deepwater, Inc.            |  |         | USA         |                   |           |  | 100% | 
|DUCO Inc.                             |  |         | USA         |                   |           |  | 100% | 
|Coflexip Maritime Inc.                |  |         | USA         |                   |           |  | 100% | 

F-48



---



##### Table of Contents



TECHNIP-COFLEXIP


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

|                                                      |  |         |                |                   |           |  |       | 
|----------------------------------------------------- |  | ------- | -------------- | ----------------- | --------- |  | ----- | 
|Consolidated Companies                                |  |         |                | December 31, 2002 |          
|Coflexip Group                                        |  | Country |                |                   | % control | 
|                                                      |  |         |                |                   |           | 
|Technip Offshore Inc.                                 |  |         | USA            |                   |           |  | 100%  | 
|Technip Offshore Engineering Inc.                     |  |         | USA            |                   |           |  | 100%  | 
|Technip Offshore Mooring Inc.                         |  |         | USA            |                   |           |  | 100%  | 
|Deep Oil Technology Inc.                              |  |         | USA            |                   |           |  | 50%   | 
|Genesis Oil and Gas Consultants Inc.                  |  |         | USA            |                   |           |  | 100%  | 
|Gulf Marine Fabricators Inc.                          |  |         | USA            |                   |           |  | 100%  | 
|Spars International Inc.                              |  |         | USA            |                   |           |  | 50%   | 
|Perry Slingsby Systems Inc.                           |  |         | USA            |                   |           |  | 100%  | 
|Technip CSO Canada Limited                            |  |         | Canada         |                   |           |  | 100%  | 
|Technip Offshore Jersey Ltd.                          |  |         | Jersey         |                   |           |  | 100%  | 
|Coflexip Stena Offshore Mauritius Ltd.                |  |         | Maurice        |                   |           |  | 100%  | 
|Flexservice N.V                                       |  |         | Dutch Antilles |                   |           |  | 100%  | 
|Sunflexoffshore N.V                                   |  |         | Dutch Antilles |                   |           |  | 100%  | 
|Flexone N.V                                           |  |         | Dutch Antilles |                   |           |  | 100%  | 
|Brasflex Tubo flexiveis                               |  |         | Brazil         |                   |           |  | 100%  | 
|Brasflex Overseas Inc.                                |  |         | Virgin Islands |                   |           |  | 100%  | 
|Sea Oil Marine Inc.                                   |  |         | Cayman Islands |                   |           |  | 100%  | 
|Flexibras Tubos Flexiveis                             |  |         | Brasil         |                   |           |  | 100%  | 
|Technip-Coflexip Oceania Pty Ltd.                     |  |         | Australia      |                   |           |  | 100%  | 
|Coflexip Stena Offshore PTY Ltd.                      |  |         | Australia      |                   |           |  | 100%  | 
|Technip CSO Oceania Pty Ltd.                          |  |         | Australia      |                   |           |  | 100%  | 
|Coflexip Stena Offshore Oil and Gas Pty Ltd.          |  |         | Australia      |                   |           |  | 100%  | 
|Genesis Oil and Gas Consultants Pty Ltd.              |  |         | Australia      |                   |           |  | 100%  | 
|South East Marine Engineering & Construction
    Ltd. |  |         | India          |                   |           |  | 58.2% | 
|Technip Rauma Offshore OY                             |  |         | Finland        |                   |           |  | 100%  | 
|Mantyluoto Works OY                                   |  |         | Finland        |                   |           |  | 100%  | 
|PI Rauma OY                                           |  |         | Finland        |                   |           |  | 50%   | 
|Coflexip Singapore Pte                                |  |         | Singapore      |                   |           |  | 100%  | 

Note 30  Summary of
differences between accounting principles followed by the
Company and U.S. GAAP

The accompanying Consolidated Financial
Statements have been prepared in accordance with the accounting
principles described in Note 1 above (French
GAAP), which differ in certain significant respects from
those applicable in the United States
(U.S. GAAP). These differences relate mainly to
the following items, and the necessary adjustments are shown in
the tables set forth in Note 31.



|    |                          
|--- | -------------------------
|(a) | Contract costs accounting

As described in Note 1 (k),
some General and Administrative costs are considered as contract
costs and are consequently recorded as a Cost of
Sales component.

Under U.S. GAAP, General and Administrative
costs not directly related to contracts are to be recorded when
expensed. As a result of this difference, revenue and gross
margin recorded on contracts might differ.



|    |                   
|--- | ------------------
|(b) | Contract bid costs

Under French GAAP, contract bid costs directly
attributable to a future contract, the signature of which can be
reasonably expected, are capitalized. Such deferred costs are
transferred to the contract costs once the contract

F-49



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##### Table of Contents



TECHNIP-COFLEXIP


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

is obtained or, if not obtained at year-end,
depreciated according to the probability of success assessed for
each outstanding offer.

Under U.S. GAAP, such costs have been
expensed as incurred.



|    |                                                                                    
|--- | -----------------------------------------------------------------------------------
|(c) | Foreign currency transactions on long-term
    contracts and derivative instruments

Under French GAAP, foreign currency transactions
on long-term contracts are recorded at the contract exchange
rate as defined in Note 1 (r) resulting from
the foreign exchange instruments the Company entered into.

Under U.S. GAAP, foreign currency
transactions are recorded at the spot rate except in certain
cases for the portion of the transaction hedged with the
corresponding financial instrument, which is recorded at the
hedged rate.

As described in Note 1 (f),
under French GAAP, monetary assets and liabilities denominated
in a foreign currency are translated into Euros at year end
exchange rates, except for contracts-in-progress
accounts and progress payments received from long-term contract
customers. The resulting exchange gains and losses are recorded
in income statement.

Under U.S. GAAP, exchange gains or losses
resulting from the adjustment of balances denominated in foreign
currency are included in net income, except if related to a
transaction denominated as a hedge. Since January 1, 2001,
such exchange gains and losses are all included in net income.

Under French GAAP, realized and unrealized
exchange gains and losses related to long-term contracts
assets and liabilities are recorded in operating income.

Under U.S. GAAP, such exchange gains and
losses are recorded as a financial result.

Under French GAAP, the fair values of the
derivatives instruments related to future transactions are not
recorded. Until December 31, 2000, the fair values of such
derivatives were not recorded under U.S. GAAP.

Since January 1, 2001, for U.S. GAAP
purposes, the fair value of the derivative instruments including
certain derivative instruments embedded is recorded in
accordance with Statement of Financial Accounting Standards
No. 133, Accounting for Derivative Instruments and
Hedging Activities (SFAS No. 133),
subsequently amended, in the balance sheet. Changes in these
fair values are reported either in shareholders equity or
in the income statement, with respect to the hedging accounting
criteria as defined by SFAS No. 133. Embedded derivatives
as defined by SFAS No. 133 are recorded at their fair
value. Changes in their fair values are reported in the income
statement. The Company recorded the effect of the adoption of
SFAS No. 133 as a cumulative effect of a change in
accounting principle on January 1, 2001. See
Note 32 (g) for additional information on the
impact of the adoption.



|    |                    
|--- | -------------------
|(d) | Pension Obligations

Under French GAAP, pension and other than pension
postemployment benefits are accrued in accordance with the
practices prevailing in each country.

Under U.S. GAAP, valuation methods and
assumptions have been harmonized and accounting recognition of
plans has been prepared as if U.S. GAAP had been
consistently applied.



|    |                         
|--- | ------------------------
|(e) | Stock based compensation

Under French GAAP, common shares issued upon the
exercise of options granted to employees and directors are
recorded as an increase to share capital at the exercise price
on the exercise date. Technip-Coflexip holds treasury stock to
settle qualified employee deferred stock purchase plans. In
accordance with French GAAP, the Company did not record any
compensation expenses on stock based plans.

F-50



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##### Table of Contents



TECHNIP-COFLEXIP


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

Under U.S. GAAP, APB Opinion No. 25
(APB 25) Accounting for stock issued to
employees defines conditions to classify such plans as
compensatory or non-compensatory. If a plan is deemed to be
compensatory, APB 25 requires that compensation arising
from such plans be measured based on the intrinsic value of the
shares granted or sold to employees. For fixed plans, the
compensation expense is calculated as the difference between the
fair value at the grant date and the employee exercise price.
Compensation expense for compensatory stock based plans is
recognized over the vesting period. Disclosures in accordance
with APB 25, SFAS 123, and SFAS 148 are presented
in Note 32 (e).



|    |                        
|--- | -----------------------
|(f) | Acquisition of KTI/MDEU

Under French GAAP, KTI/MDEU has been consolidated
since January 1, 1999 as the operational control was
transferred to Technip at this date.

Under U.S. GAAP, KTI/MDEU has been
consolidated since March 3, 1999, the date of the legal
transfer of the acquired shares. As a result, net income has
been adjusted to exclude net income and goodwill amortization
recorded for January and February.

The change in the date of consolidation described
above did not result in a significant impact on the gross
goodwill as calculated on January 1, 1999, except for the
net income recognized over the period of January and February
1999, and except that under U.S. GAAP, the Company further
identified acquired technology and know-how in the
purchase accounting.

Such allocation to acquired technology and
know-how has been evaluated to be
 10 million,
mainly consisting into of ethylene furnace technology, and is
being amortized over its expected useful life of 10 years.



|    |                             
|--- | ----------------------------
|(g) | Territoriality contingencies

As described in Note 1 (p),
the Company uses assumptions to measure its obligations related
to territoriality contingencies. Due to the complexity of the
various country regulations where it operates, the Company
identifies the contracts, which could be subject to such
uncertainty, and accrues an amount under French GAAP for
probable and estimable risks.

Under U.S. GAAP, such provisions would not
be recorded, as they could not meet all the criteria of SFAS
No. 5.



|    |                     
|--- | --------------------
|(h) | Consolidation method

Under French GAAP, certain non-significant
investments in which the Companys ownership is between 20%
and 50% are accounted for under the cost method. In addition,
certain non-significant subsidiaries in which the Companys
ownership exceeds 50% are accounted for under the cost method or
under the equity method.

Under U.S. GAAP, such subsidiaries would
have been accounted for under the equity method or consolidated,
respectively. However, this difference does not result in any
significant adjustments to the Consolidated Financial Statements
for any periods reconciled to U.S. GAAP, as these
subsidiaries are not material.

In its consolidated financial statements, the
Company applies the prorata consolidation method to account for
its investments in joint ventures that the Company sometimes
forms with third parties to perform turnkey contracts. Under
U.S. GAAP, these investments would be accounted for using
the equity method or consolidated, depending on the percentage
of voting interest in the joint ventures. Summarized information
about the Companys prorata interest in the joint ventures
is provided in Note 32 (a).

F-51



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##### Table of Contents



TECHNIP-COFLEXIP


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)



|    |                      
|--- | ---------------------
|(i) | Cogema share exchange

The Company subscribed in 1997 to Cogemas
capital increase through an exchange of its shares in SGN. Under
French GAAP, this securities exchange has been accounted for
under the carryover basis (Cogemas shares are accounted
for at the carrying value of SGNs shares) and no gain was
recorded at the date of exchange.

Under U.S. GAAP, APB No. 29 requires
that an exchange of securities as described above be recorded at
fair value. As a result, the gain resulting from this
transaction has been recognized at the exchange date.



|    |                                                
|--- | -----------------------------------------------
|(j) | Redemption premium of the convertible
    bonds

Under French GAAP, the premium of the convertible
debenture loan is amortized ratably over the life of the loan.
Under US GAAP, the Company should apply the effective interest
method to amortize such premium. For the years presented, the
difference between the two methods is not material.



|    |                                                        
|--- | -------------------------------------------------------
|(k) | Coflexip gain on disposition of Cal Dive
    securities

After acquiring the interest in Coflexip, the
Company was unable to perform a complete valuation of the assets
and liabilities acquired. Accordingly, the Company could not
precisely identify the difference between the cost of its
investment in Coflexip and the net assets acquired, and
therefore elected under French GAAP to amortize this difference
over a 20 year period based on an overall analysis of
goodwill components at the date of acquisition. The Company
recognized the subsequent gain reported by Coflexip on the sale
of Cal Dive securities as a separate non-operating line as
described in Note 2 (c).

For U.S. GAAP purposes, the Company reduced
its share of the gain recorded by Coflexip on its disposal of
Cal Dive securities. The amount recognized under U.S. GAAP
was the difference between the selling price and the fair value
of the Cal Dive securities at the date of the acquisition of the
29.7% interest in Coflexip. Goodwill amortization was reduced
accordingly.



|    |                         
|--- | ------------------------
|(l) | Research and development

Under French GAAP, as described in Note 1
(s), research and development costs are to be
deferred and subsequently amortized when technical feasibility
and return on investment can be demonstrated.

Under U.S. GAAP, all research and
development costs are to be expensed when incurred. This
difference in accounting under French GAAP and U.S. GAAP
did not result in any reconciling items.



|    |                      
|--- | ---------------------
|(m) | Goodwill amortization

Under French GAAP, the Company amortizes goodwill
arising from its acquisition over its estimated useful life, not
exceeding 20 years.

Prior to January 1, 2002, under
U.S. GAAP, goodwill resulting from business combinations
initiated after June 30, 2001 was no longer amortized.
Prior to January 1, 2002, goodwill resulting from business
combinations initiated before that date was amortized over its
estimated useful life consistent with French GAAP. On
January 1, 2002, the Company adopted Statement of Financial
Accounting Standards No. 142, Goodwill and Other
Intangible Assets (SFAS 142) for U.S. GAAP
purposes. As a result, goodwill is no longer subject to
amortization for U.S. GAAP purposes subsequent to the date
of adoption. The U.S. GAAP amounts have been adjusted to
reverse the amortization of goodwill recorded under French GAAP
( 117.8 million
in 2002 and
 20.5 million
in 2001).

As of January 1, 2002, the Company performed
the transitional impairment test under SFAS 142 and
compared the carrying value for each reporting unit to its fair
value, which was determined based on discounted expected future
cash flows. Upon completion of the transitional impairment test,
the Company determined that

F-52



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##### Table of Contents



TECHNIP-COFLEXIP


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

there was no impairment as of January 1,
2002, as the fair value of each reporting unit exceeded its
carrying amount.

A summary of changes in the Companys
goodwill presented under French GAAP as of December 31,
2002, by business segment is as follows:

|             |  |                      |         |  |                |  |      |                |  |  |              |   |  |  |         | 
|------------ |  | -------------------- | ------- |  | -------------- |  | ---- | -------------- |  |  | ------------ | - |  |  | ------- | 
|             |  |                     
|             |  | Goodwill             |        
|             |  |                      |        
|             |  | January 1,           |         |  | Acquisitions & |  |      | Amortization & |  |  | December 31, |  
|             |  | 2002                 |         |  | Adjustments    |  |      | Impairments    |  |  | 2002         |  
|             |  |                      |         |  |                |  |      |                |  |  |              |  
|             |  |                     
|             |  | (In millions of EUR) |        
|CSO floaters |  |                      | 421.3   |  |                |  |     |                |  |  | (16.9        | ) |  |  | 404.4   | 
|CSO Surf     |  |                      | 2,013.5 |  |                |  | 51.1 |                |  |  | (89.5        | ) |  |  | 1,975.1 | 
|KTI/MDEU     |  |                      | 135.6   |  |                |  |     |                |  |  | (8.1         | ) |  |  | 127.5   | 
|Others       |  |                      | 14.5    |  |                |  | 10.6 |                |  |  | (3.3         | ) |  |  | 21.8    | 
|             |  |                      |         |  |                |  |      |                |  |  |              |  
|Total        |  |                      | 2,584.9 |  |                |  | 61.7 |                |  |  | (117.8       | ) |  |  | 2,528.8 | 
|             |  |                      |         |  |                |  |      |                |  |  |              |  

The total amount assigned to intangible assets
subject to amortization and the estimated aggregate amortization
expense has been disclosed in Note 11. The Company
does not have any intangible assets with indefinite lives.



|    |                                               
|--- | ----------------------------------------------
|(n) | Presentation of Consolidated Balance
    Sheet

The classification of certain items in and the
format of the Companys Consolidated Balance Sheets vary to
some extent from U.S. GAAP.



| |   |                                              
| | - | ---------------------------------------------
| |  | Advances received from customers on contracts

In accordance with French GAAP, Advances
received from customers on contracts are classified as a
liability. Under U.S. GAAP, advances received, determined
on a contract-by-contract basis, are shown as a reduction of
Contracts-in-Progress or other contracts related
asset accounts or, when the advances received exceed the total
of contract related asset accounts costs, as a liability. Such
requirement would reduce the contracts related asset accounts
and the Progress payments on contracts line items by
 4,716.8 million,
 5,910.9 million
and
 4,412.0 million
as of December 31, 2002, 2001 and 2000 respectively.



| |   |                    
| | - | -------------------
| |  | Deferred tax assets

Under French GAAP, deferred tax assets which are
not likely to be realized in the future are not recorded as an
asset in the balance sheet. Under U.S. GAAP, such deferred
tax assets would be recorded and a valuation allowance would
reduce their net value to the portion likely to be realized in
the future.



| |   |                                                
| | - | -----------------------------------------------
| |  | Treasury shares reserved for stock option plans

Under French GAAP, the Group shares held by
subsidiaries reserved for stock option plans are presented as
marketable securities. Under U.S. GAAP, these shares are
presented as a reduction of stockholders equity.



|    |                                                   
|--- | --------------------------------------------------
|(o) | Presentation of Consolidated Income
    Statements



| |   |                                            
| | - | -------------------------------------------
| |  | Operating expenses/ revenues classification

Under French GAAP, certain items, such as
Restructuring Costs and Consulting Fees
have been recorded below the Operating income
section in the Consolidated Income Statements.

Under U.S. GAAP, these items would be
classified as operating expenses/ revenues.



| |   |                                            
| | - | -------------------------------------------
| |  | General and Administrative costs accounting

F-53



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##### Table of Contents



TECHNIP-COFLEXIP


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

As described in Note 30 (a),
some General and Administrative expenses are classified as
contract costs and consequently recorded within Cost of Sales
under French GAAP.

Under U.S. GAAP, General and Administrative
expenses not directly related to a contract are recorded when
incurred. As a consequence, the Selling, General and
Administrative expenses line item of the Consolidated
Income Statements would be modified by
 (31.4) million,
 (59.0)
million and
 (46.7)
million for the years ended December 31, 2002, 2001 and
2000, respectively.



| |   |                                           
| | - | ------------------------------------------
| |  | Goodwill amortization for equity investees

Under French GAAP, goodwill amortization includes
amortization of acquisition goodwill for equity investees.

Under U.S. GAAP, prior to the adoption of
SFAS 142, goodwill amortization for equity investees would
be classified in Income of equity affiliates.



| |   |                               
| | - | ------------------------------
| |  | Equity in Earnings in Coflexip

As described in Note 2 (c),
the Company classified in 2000 a portion of its net income in
equity affiliates in non-operating income while the other
portion was recorded in the line item Income from equity
affiliates in the consolidated statements of income.

Under U.S. GAAP, the non-operating portion
of the net income in equity affiliates discussed above would be
presented in Income from equity affiliates in the
consolidated statements of income.



| |   |                                        
| | - | ---------------------------------------
| |  | Financial result from ongoing contracts

As described in Note 1 (t),
the Company under French GAAP, records net interest income as
revenue in the period it is earned to reflect the financial
component of its contract revenues. Such net interest income
amounted to
 14.0 million,
 17.0 million
and
 25.0 million
in the years ended December 31, 2002, 2001 and 2000
respectively.

Under U.S. GAAP, such net interest income
would be deducted from Revenues and presented in a separate line
item within operating income. As these types of earnings are
factored into our contracts negotiations, it is appropriate
under U.S. GAAP to include these amounts in operating
income.

(p) Gross
margin recognition

Under French GAAP, for long-term lump sum turnkey
projects, awarded prior to July 1, 2001, the recognition of
the gross margin for a given contract started when the
percentage-of-completion ratio reached 25%.

Under U.S. GAAP (SOP 81-1,
paragraph 25), for long-term lump sum turnkey projects,
gross margin for each contract is recognized when the projected
gross margin can be estimated more precisely. This analysis is
performed on a contract-by-contract basis, but historically,
this occurs when the percentage-of-completion ratio is
approximately 25%. For the years presented, this difference is
not material.

For long-term lump sum turnkey projects started
after July 1, 2001, the French GAAP and US GAAP accounting
is the same.

F-54



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##### Table of Contents



TECHNIP-COFLEXIP


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

Note 31  Reconciliation
to US GAAP

(a) Net
Income

|                                                                                   |  |                         |       |   |                    |  |       |      |  |  |       |   |  |  |       |  
|---------------------------------------------------------------------------------- |  | ----------------------- | ----- | - | ------------------ |  | ----- | ---- |  |  | ----- | - |  |  | ----- | -
|                                                                                   |  |                        
|                                                                                   |  | Year ended December 31, |      
|                                                                                   |  |                         |      
|                                                                                   |  | 2002*                   |       |   | 2002               |  |       | 2001 |  |  | 2000  |  
|                                                                                   |  |                         |       |   |                    |  |       |      |  |  |       |  
|                                                                                   |  | In millions             |       |   |                   
|                                                                                   |  | of US$                  |       |   | In millions of EUR | 
|Net Income (loss) as reported in the
    Consolidated Income Statements            |  |                         | (34.6 | ) |                    |  | (29.4 | )    |  |  | 108.1 |   |  |  | 214.2 |  
|Contract costs accounting                                                          |  |                         | (3.1  | ) |                    |  | (2.6  | )    |  |  | 2.6   |   |  |  | (4.3  | )
|Contract bid costs                                                                 |  |                         | (3.1  | ) |                    |  | (2.6  | )    |  |  | 1.2   |   |  |  | 5.6   |  
|Foreign currency transactions                                                      |  |                         | (18.4 | ) |                    |  | (15.6 | )    |  |  | (15.9 | ) |  |  | 5.1   |  
|Derivative instruments                                                             |  |                         | 21.4  |   |                    |  | 18.2  |      |  |  |      |   |  |  |      |  
|Pension obligations                                                                |  |                         | 3.8   |   |                    |  | 3.2   |      |  |  | 0.9   |   |  |  | (1.2  | )
|Stock based compensation                                                           |  |                         | (5.6  | ) |                    |  | (4.8  | )    |  |  | (9.4  | ) |  |  | (4.5  | )
|Acquisition of KTI/MDEU                                                            |  |                         | (0.8  | ) |                    |  | (0.7  | )    |  |  | (0.7  | ) |  |  | (0.7  | )
|Cogemas shares exchange                                                           |  |                         |      |   |                    |  |      |      |  |  |      |   |  |  | (19.4 | )
|Coflexip gain on disposition of Cal Dive                                           |  |                         |      |   |                    |  |      |      |  |  | 1.4   |   |  |  | (28.0 | )
|Amortization of goodwill                                                           |  |                         | 138.6 |   |                    |  | 117.8 |      |  |  | 20.5  |   |  |  |      |  
|                                                                                   |  |                         |       |   |                    |  |       |      |  |  |       |  
|Total after U.S. GAAP adjustments before
    tax and SFAS No. 133 adoption effects |  |                         | 98.2  |   |                    |  | 83.5  |      |  |  | 108.7 |   |  |  | 166.8 |  
|Tax effects of the above adjustments                                               |  |                         | (0.2  | ) |                    |  | (0.2  | )    |  |  | 4.4   |   |  |  | (1.9  | )
|Cumulative effect of SFAS No. 133 adoption,
    net of tax                         |  |                         |      |   |                    |  |      |      |  |  | 1.7   |   |  |  |      |  
|                                                                                   |  |                         |       |   |                    |  |       |      |  |  |       |  
|Net income under U.S. GAAP                                                         |  |                         | 98.0  |   |                    |  | 83.3  |      |  |  | 114.8 |   |  |  | 164.9 |  
|                                                                                   |  |                         |       |   |                    |  |       |      |  |  |       |  

(b) Shareholders
equity

|                                                                                   |  |                         |         |   |                    |  |         |      |  |  |         |   |  |  |       |  
|---------------------------------------------------------------------------------- |  | ----------------------- | ------- | - | ------------------ |  | ------- | ---- |  |  | ------- | - |  |  | ----- | -
|                                                                                   |  |                        
|                                                                                   |  | Year ended December 31, |        
|                                                                                   |  |                         |        
|                                                                                   |  | 2002*                   |         |   | 2002               |  |         | 2001 |  |  | 2000    |  
|                                                                                   |  |                         |         |   |                    |  |         |      |  |  |         |  
|                                                                                   |  | In millions             |         |   |                   
|                                                                                   |  | of US$                  |         |   | In millions of EUR | 
|Shareholders equity as reported in the
    Consolidation Balance Sheets           |  |                         | 2,384.1 |   |                    |  | 2,026.3 |      |  |  | 2,214.2 |   |  |  | 766.4 |  
|Contract costs accounting                                                          |  |                         | (12.7   | ) |                    |  | (10.8   | )    |  |  | (8.2    | ) |  |  | (10.8 | )
|Contract bid costs                                                                 |  |                         | (25.4   | ) |                    |  | (21.6   | )    |  |  | (19.0   | ) |  |  | (20.2 | )
|Foreign currency transactions                                                      |  |                         | (38.5   | ) |                    |  | (32.7   | )    |  |  | (17.1   | ) |  |  | 10.8  |  
|Derivative instruments                                                             |  |                         | (34.0   | ) |                    |  | (28.9   | )    |  |  |        |   |  |  |      |  
|Pension obligations                                                                |  |                         | 2.0     |   |                    |  | 1.7     |      |  |  | (1.5    | ) |  |  | (2.4  | )
|Minimum liability adjustments                                                      |  |                         | (11.4   | ) |                    |  | (9.7    | )    |  |  |        |   |  |  |      |  
|Acquisition of KTI/MDEU                                                            |  |                         | 4.9     |   |                    |  | 4.2     |      |  |  | 4.9     |   |  |  | 5.6   |  
|Territoriality contingencies                                                       |  |                         | 41.7    |   |                    |  | 35.4    |      |  |  | 35.4    |   |  |  | 35.4  |  
|Foreign currency translation adjustment                                            |  |                         |        |   |                    |  |        |      |  |  | (0.2    | ) |  |  | (0.2  | )
|Coflexip gain on disposition of Cal Dive                                           |  |                         | (31.3   | ) |                    |  | (26.6   | )    |  |  | (26.6   | ) |  |  | (28.0 | )
|Treasury shares                                                                    |  |                         | (3.8    | ) |                    |  | (3.2    | )    |  |  |        |   |  |  |      |  
|Amortization of goodwill                                                           |  |                         | 162.7   |   |                    |  | 138.3   |      |  |  | 20.5    |   |  |  |      |  
|                                                                                   |  |                         |         |   |                    |  |         |      |  |  |         |  
|Total after U.S. GAAP adjustments before
    tax and SFAS No. 133 adoption effects |  |                         | 2,438.4 |   |                    |  | 2,072.4 |      |  |  | 2,202.4 |   |  |  | 756.6 |  
|Tax effects of the above adjustments                                               |  |                         | 42.5    |   |                    |  | 36.1    |      |  |  | 17.0    |   |  |  | 8.3   |  
|Cumulative effect of SFAS No. 133 adoption,
    net of tax                         |  |                         |        |   |                    |  |        |      |  |  | 8.9     |   |  |  |      |  
|                                                                                   |  |                         |         |   |                    |  |         |      |  |  |         |  
|Shareholders equity under
    U.S. GAAP                                           |  |                         | 2,480.9 |   |                    |  | 2,108.5 |      |  |  | 2,228.3 |   |  |  | 764.9 |  
|                                                                                   |  |                         |         |   |                    |  |         |      |  |  |         |  



---



|  |                                                                                                                                                                                                                                                 
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|* | For the convenience of the reader, the financial
    statements as of and for the year ended December 31, 2002
    have been translated into U.S. dollars (U.S.$) at the rate
    of  1.00 =
    U.S.$ 1.1766 on May 30, 2003. (See Note 1(a)).

F-55



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##### Table of Contents



TECHNIP-COFLEXIP


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

The reconciliation of U.S. GAAP
shareholders equity from December 31, 2001 to
December 31, 2002, is as follows:

|                                                          |  |             |         |  
|--------------------------------------------------------- |  | ----------- | ------- | -
|                                                          |  | In millions |        
|                                                          |  | of EUR      |        
|                                                          |  |             |        
|U.S. GAAP shareholders equity at
    December 31, 2001   |  |             | 2,228.3 |  
|U.S. GAAP net income for 2002                             |  |             | 83.3    |  
|Minimum liability adjustments, net of tax                 |  |             | (6.3    | )
|Additional paid-in capital (stock based
    compensation) |  |             | 4.8     |  
|Dividends paid                                            |  |             | (79.7   | )
|Capital increase                                          |  |             | 12.3    |  
|Capital decrease                                          |  |             | (377.4  | )
|Foreign currency translation adjustment                   |  |             | (1.1    | )
|Treasury stock                                            |  |             | 255.5   |  
|Others (merger with ISIS)                                 |  |             | 31.9    |  
|Effect of SFAS No. 133, net of tax                        |  |             | (39.9   | )
|Treasury shares                                           |  |             | (3.2    | )
|U.S. GAAP shareholders equity at
    December 31, 2002   |  |             | 2,108.5 |  



| |              
| | -------------
| | (c) Net sales

|                                                  |  |                         |         |   |                    |  |         |      |  |  |         |   |  |  |         |  
|------------------------------------------------- |  | ----------------------- | ------- | - | ------------------ |  | ------- | ---- |  |  | ------- | - |  |  | ------- | -
|                                                  |  |                        
|                                                  |  | Year ended December 31, |        
|                                                  |  |                         |        
|                                                  |  | 2002                    |         |   | 2002               |  |         | 2001 |  |  | 2000    |  
|                                                  |  |                         |         |   |                    |  |         |      |  |  |         |  
|                                                  |  | In millions             |         |   |                   
|                                                  |  | of US$                  |         |   | In millions of EUR | 
|Net sales under French GAAP                       |  |                         | 5,238.6 |   |                    |  | 4,452.3 |      |  |  | 3,546.0 |   |  |  | 2,972.0 |  
|Contract costs accounting                         |  |                         | (3.1    | ) |                    |  | (2.6    | )    |  |  | 2.6     |   |  |  | (4.3    | )
|Contract bid costs                                |  |                         | (12.7   | ) |                    |  | (10.8   | )    |  |  | 1.2     |   |  |  | 7.5     |  
|Foreign currency transactions                     |  |                         | 8.4     |   |                    |  | 7.1     |      |  |  | 14.5    |   |  |  | 39.3    |  
|Interest income and expenses on ongoing contracts |  |                         | (16.5   | ) |                    |  | (14.0   | )    |  |  | (17.0   | ) |  |  | (25.0   | )
|                                                  |  |                         |         |   |                    |  |         |      |  |  |         |  
|Net sales under U.S. GAAP                         |  |                         | 5,214.7 |   |                    |  | 4,432.0 |      |  |  | 3,547.3 |   |  |  | 2,989.5 |  
|                                                  |  |                         |         |   |                    |  |         |      |  |  |         |  

F-56



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##### Table of Contents



TECHNIP-COFLEXIP


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

(d) Operating
Income

|                                     |  |                         |       |   |                    |  |       |      |  |  |       |   |  |  |       |  
|------------------------------------ |  | ----------------------- | ----- | - | ------------------ |  | ----- | ---- |  |  | ----- | - |  |  | ----- | -
|                                     |  |                        
|                                     |  | Year ended December 31, |      
|                                     |  |                         |      
|                                     |  | 2002                    |       |   | 2002               |  |       | 2001 |  |  | 2000  |  
|                                     |  |                         |       |   |                    |  |       |      |  |  |       |  
|                                     |  | In millions             |       |   |                   
|                                     |  | of US$                  |       |   | In millions of EUR | 
|Operating income under French GAAP   |  |                         | 102.1 |   |                    |  | 86.8  |      |  |  | 173.5 |   |  |  | 155.9 |  
|Contract costs accounting            |  |                         | (3.1  | ) |                    |  | (2.6  | )    |  |  | 2.6   |   |  |  | (4.3  | )
|Contract bid costs                   |  |                         | (3.1  | ) |                    |  | (2.6  | )    |  |  | 1.2   |   |  |  | 5.6   |  
|Pension obligations                  |  |                         | 3.8   |   |                    |  | 3.2   |      |  |  | 0.9   |   |  |  | (1.2  | )
|Stock based compensation             |  |                         | (5.6  | ) |                    |  | (4.8  | )    |  |  | (9.4  | ) |  |  | (4.5  | )
|Acquisition of KTI/MDEU              |  |                         | (0.8  | ) |                    |  | (0.7  | )    |  |  | (0.7  | ) |  |  | (0.7  | )
|Amortization of goodwill             |  |                         | 138.6 |   |                    |  | 117.8 |      |  |  | 37.3  |   |  |  | 16.8  |  
|Restructuring costs                  |  |                         | (8.2  | ) |                    |  | (7.0  | )    |  |  | (3.1  | ) |  |  | (8.9  | )
|Consulting fees                      |  |                         |      |   |                    |  |      |      |  |  |      |   |  |  | (4.0  | )
|Non recurring loss on former project |  |                         | (10.2 | ) |                    |  | (8.7  | )    |  |  |      |   |  |  |      |  
|Other                                |  |                         | (5.1  | ) |                    |  | (4.3  | )    |  |  | (3.6  | ) |  |  | (3.0  | )
|                                     |  |                         |       |   |                    |  |       |      |  |  |       |  
|Operating income under
    U.S. GAAP |  |                         | 208.4 |   |                    |  | 177.1 |      |  |  | 198.7 |   |  |  | 151.7 |  
|                                     |  |                         |       |   |                    |  |       |      |  |  |       |  

Note 32  Additional
information

(a) Combined
information concerning proportionate consolidated
entities

In accordance with regulations of the
U.S. Securities and Exchange Commission with respect to the
use of the proportionate consolidation method, summarized
financial information about the Companys shares of assets,
liabilities, revenues, expenses and cash flows included in the
financial statements and related to joint-ventures jointly
controlled by all parties having an equity interest in the joint
venture has been prepared under French GAAP for the three years
ended December 31, 2002, 2001 and 2000.

|                                    |  |                         |         |   |      |  |         |      |  |  |         |  
|----------------------------------- |  | ----------------------- | ------- | - | ---- |  | ------- | ---- |  |  | ------- | -
|                                    |  |                        
|                                    |  | Year ended December 31, |        
|                                    |  |                         |        
|                                    |  | 2002                    |         |   | 2001 |  |         | 2000 | 
|                                    |  |                         |         |   |      |  |         |      | 
|                                    |  |                        
|                                    |  | (In millions of EUR)    |        
|Balance sheet data:                 |  |                         |         |   |      |  |         |      |  |  |         |  
|Non-current assets                  |  |                         | 1.7     |   |      |  | 1.0     |      |  |  |        |  
|Current assets                      |  |                         | 1,172.2 |   |      |  | 2,010.9 |      |  |  | 1,499.3 |  
|Non-current liabilities             |  |                         |        |   |      |  | 2.6     |      |  |  |        |  
|Current liabilities                 |  |                         | 1,173.7 |   |      |  | 2,009.3 |      |  |  | 1,499.3 |  
|Income statement data:              |  |                         |         |   |      |  |         |      |  |  |         |  
|Net Sales                           |  |                         | 428.7   |   |      |  | 559.8   |      |  |  | 734.6   |  
|Cost of sales                       |  |                         | (391.9  | ) |      |  | (540.2  | )    |  |  | (706.4  | )
|                                    |  |                         |         |   |      |  |         |      | 
|Gross Margin                        |  |                         | 36.8    |   |      |  | 19.6    |      |  |  | 28.2    |  
|Operating Income                    |  |                         | 34.8    |   |      |  | 19.5    |      |  |  | 28.2    |  
|Cash flow data:                     |  |                         |         |   |      |  |         |      |  |  |         |  
|Cash flow from operating activities |  |                         | 45.6    |   |      |  | (47.8   | )    |  |  | (13.5   | )
|Cash flow from investing activities |  |                         | 0.2     |   |      |  | (0.1    | )    |  |  | (1.2    | )
|Cash flow from financing activities |  |                         |        |   |      |  | (1.4    | )    |  |  | (0.5    | )

F-57



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##### Table of Contents



TECHNIP-COFLEXIP


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

(b) Comprehensive
income

The following information is presented under
French GAAP.

|                                                         |  |                         |       |   |      |  |       |      |  |  |       |  
|-------------------------------------------------------- |  | ----------------------- | ----- | - | ---- |  | ----- | ---- |  |  | ----- | -
|                                                         |  |                        
|                                                         |  | Year ended December 31, |      
|                                                         |  |                         |      
|                                                         |  | 2002                    |       |   | 2001 |  |       | 2000 | 
|                                                         |  |                         |       |   |      |  |       |      | 
|                                                         |  |                        
|                                                         |  | (In millions of EUR)    |      
|Net income                                               |  |                         | (29.4 | ) |      |  | 108.1 |      |  |  | 214.2 |  
|Other comprehensive income, net of tax:                  |  |                         |       |   |      |  |       |      |  |  |       |  
|Minimum liability adjustments, net of tax                |  |                         | (6.3  | ) |      |  |      |      |  |  |      |  
|Changes in cumulative translation adjustment             |  |                         | (1.1  | ) |      |  | 13.3  |      |  |  | 1.1   |  
|                                                         |  |                         |       |   |      |  |       |      | 
|Total Comprehensive income                               |  |                         | (36.8 | ) |      |  | 121.4 |      |  |  | 215.3 |  
|                                                         |  |                         |       |   |      |  |       |      | 
|Accumulated other comprehensive income, end of
    year: |  |                         |       |   |      |  |       |      |  |  |       |  
|Cumulative translation adjustment                        |  |                         | 12.0  |   |      |  | 13.1  |      |  |  | (0.2  | )

(c) Earnings
per share

Earnings per share according to U.S. GAAP
giving effect to the adjustments would be as follows:

|                                                                 |                                                            |                           |      |      |      |  |      |      |  |  |       |      |  |  |       |       | 
|---------------------------------------------------------------- | ---------------------------------------------------------- | ------------------------- | ---- | ---- | ---- |  | ---- | ---- |  |  | ----- | ---- |  |  | ----- | ----- | 
|                                                                 |                                                            |                          
|                                                                 |                                                            | Year ended December 31,   |     
|                                                                 |                                                            |                           |     
|                                                                 |                                                            | 2002                      |      |      | 2002 |  |      | 2001 |  |  | 2000  |     
|                                                                 |                                                            |                           |      |      |      |  |      |      |  |  |       |     
|                                                                 |                                                            | U.S.$                     |      |      | EUR  |  |      | EUR  |  |  | EUR   |     
|                                                                 |                                                            |                          
|                                                                 |                                                            | (In millions of,          |     
|                                                                 |                                                            | except per share amounts) |     
|Net income before cumulative effect of SFAS
    No. 133 adoption |                                                            |                           | 98.0 |      |      |  | 83.3 |      |  |  | 113.1 |      |  |  | 164.9 |      
|Net income                                                       |                                                            |                           | 98.0 |      |      |  | 83.3 |      |  |  | 114.8 |      |  |  | 164.9 |      
|Basic earnings per share:                                        |                                                            |                           |      |      |      |  |      |      |  |  |       |      |  |  |       |      
|                                                                 | Before cumulative effect of SFAS No. 133
    adoption      |                           |      | 3.80 |      |  |      | 3.23 |  |  |       | 6.75 |  |  |       | 10.84 | 
|                                                                 | Cumulative effect of SFAS No. 133 adoption,
    net of tax |                           |      |     |      |  |      |     |  |  |       | 0.10 |  |  |       |      | 
|                                                                 | Net income                                                 |                           |      | 3.80 |      |  |      | 3.23 |  |  |       | 6.85 |  |  |       | 10.84 | 
|Diluted earnings per share:                                      |                                                            |                           |      |      |      |  |      |      |  |  |       |      |  |  |       |      
|                                                                 | Before cumulative effect of SFAS No. 133
    adoption      |                           |      | 3.24 |      |  |      | 2.75 |  |  |       | 6.67 |  |  |       | 10.73 | 
|                                                                 | Cumulative effect of SFAS No. 133 adoption,
    net of tax |                           |      |     |      |  |      |     |  |  |       | 0.10 |  |  |       |      | 
|                                                                 | Net income                                                 |                           |      | 3.24 |      |  |      | 2.75 |  |  |       | 6.77 |  |  |       | 10.73 | 

F-58



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##### Table of Contents



TECHNIP-COFLEXIP


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

Reconciliation of basic and diluted numbers of
shares used for the determination of earnings per share under
U.S. GAAP:

|                                         |  |                |        |   |      |  |        |      |  |  |        | 
|---------------------------------------- |  | -------------- | ------ | - | ---- |  | ------ | ---- |  |  | ------ | 
|                                         |  | 2002           |        |   | 2001 |  |        | 2000 | 
|                                         |  |                |        |   |      |  |        |      | 
|                                         |  |               
|                                         |  | (In thousands) |       
|Basic number of shares under U.S. GAAP   |  |                | 25,823 |   |      |  | 16,770 |      |  |  | 15,210 | 
|OCEANE bonds dilutive effect             |  |                | 4,502  |   |      |  |       |      |  |  |       | 
|Stock options dilutive effect            |  |                | (*     | ) |      |  | 192    |      |  |  | 164    | 
|                                         |  |                |        |   |      |  |        |      | 
|Diluted number of shares under U.S. GAAP |  |                | 30,325 |   |      |  | 16,962 |      |  |  | 15,374 | 
|                                         |  |                |        |   |      |  |        |      | 



---



|    |                                              
|--- | ---------------------------------------------
|(*) | In 2002, the stock options are anti-dilutive.

(d) Certain
Investments in Debt and Equity Securities

The Company holds certain investments in debt and
equity securities (treasury bonds, mutual funds, certificates of
deposit) which are highly liquid and are classified in Cash and
Cash equivalents, changes in their fair value are recorded in
income (See Note 19).

(e) Stock
based compensation

Stock
option plans:

Technip adopted several fixed stock option plans
that are settled with its own shares. Options are granted to
employees with a discount up to 5% from the market value of the
shares at the grant date.

For plans adopted prior to January 1, 1998,
options that are exercised are settled through the issuance of
new shares. The options vest ratably over a two and half year
period and are valid up to five years from the date of grant.
For plans adopted after January 1, 1998, options that are
exercised are settled with Technip treasury shares. These
options vest over a three year period and are valid up to five
years from the date of grant.

On December 14, 2000, the Company decided to
change the exercise and the vesting period of the 1998 and 1999
plans. The new exercise period and the new vesting period are
respectively five years and three years. A new measurement date
was determined as of December 14, 2000.

F-59



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##### Table of Contents



TECHNIP-COFLEXIP


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

No compensation expense has been recorded in
connection with the stock options granted by Technip under
French GAAP. Under U.S. GAAP, the compensation cost
recorded by the Company is respectively
 0.9 million,
 9.4 million
and
 1.3 million
for the years ended December 31, 2002, 2001 and 2000.

|                  |  |                  |           |                  |                |  |       | 
|----------------- |  | ---------------- | --------- | ---------------- | -------------- |  | ----- | 
|                  |  |                  |           | Weighted average |               
|                  |  | Number of shares |           |                  | exercise price | 
|                  |  |                  |           |                  |                | 
|                  |  |                  |           | (in EUR)         |               
|December 31, 1999 |  |                  | 746,521   |                  |                |  | 90.0  | 
|                  |  |                  |           |                  |                | 
|Granted           |  |                  | 632,604   |                  |                |  | 143.2 | 
|Exercised         |  |                  | (147,440  | )                |                |  | 66.9  | 
|Forfeited         |  |                  | (19,300   | )                |                |  | 95.7  | 
|                  |  |                  |           |                  |                | 
|December 31, 2000 |  |                  | 1,212,385 |                  |                |  | 120.5 | 
|                  |  |                  |           |                  |                | 
|Granted           |  |                  |          |                  |                |  |      | 
|Exercised         |  |                  | (156,511  | )                |                |  | 89.3  | 
|Forfeited         |  |                  | (3,200    | )                |                |  | 143.2 | 
|                  |  |                  |           |                  |                | 
|December 31, 2001 |  |                  | 1,052,674 |                  |                |  | 125.1 | 
|                  |  |                  |           |                  |                | 
|Granted           |  |                  | 711,240   |                  |                |  | 72.0  | 
|Exercised         |  |                  | (9,100    | )                |                |  | 101.6 | 
|Forfeited         |  |                  | (58,000   | )                |                |  | 103.1 | 
|December 31, 2002 |  |                  | 1,696,814 |                  |                |  | 103.7 | 
|                  |  |                  |           |                  |                | 

The options outstanding at December 31, 2002
expire in various years through 2008.

Information about the 1,696,814 stock options
outstanding at December 31, 2002 is summarized as follows:

| |  |                     |           |  |             |  |           |                  |  |  |             |  |  |  |         | 
| |  | ------------------- | --------- |  | ----------- |  | --------- | ---------------- |  |  | ----------- |  |  |  | ------- | 
| |  |                    
| |  | Options outstanding |          
| |  |                     |          
| |  | Exercise            |           |  | Number      |  |           | Weighted average |  |  | Number      | 
| |  | price               |           |  | outstanding |  |           | remaining life   |  |  | exercisable | 
| |  |                     |           |  |             |  |           |                  |  |  |             | 
| |  | (in EUR)            |           |  |             |  |           |                  | 
| |  |                     | 70  85   |  |             |  | 711,240   |                  |  |  | 5.9         |  |  |  |        | 
| |  |                     | 85  110  |  |             |  | 370,120   |                  |  |  | 1.1         |  |  |  | 370,120 | 
| |  |                     | 110  145 |  |             |  | 615,454   |                  |  |  | 6.0         |  |  |  |        | 
| |  |                     |           |  |             |  |           |                  |  |  |             | 
| |  |                     |           |  |             |  | 1,696,814 |                  |  |  | 4.9         |  |  |  | 370,120 | 
| |  |                     |           |  |             |  |           |                  |  |  |             | 

Coflexip
Stock Options

CSO adopted several options plans. Options are
granted to employee with a discount up to 5%. Technip maintains
a conversion option for the employees in Technip shares when
these options are exercised. An additional acquisition cost of
 63.2 million
euros has been include in the purchase price of CSO
corresponding to the fair market value of the options at the
acquisition date. The compensation cost recognized in 2002
amounts to
 0.7 million.

There are 461,930 outstanding options that remain
unexercised as of December 31, 2002. The average option
life and the average exercise price are 6.9 years and
 119.2 million.



| |                               
| | ------------------------------
| | Employee Stock Purchase Plans:

Technip-Coflexip maintains savings plans that
allow substantially all full-time employees of Technip-Coflexip
and its subsidiaries to purchase shares of Technip-Coflexip. The
shares are sold to employees at a discount of 20% from the
average market price of Technip-Coflexip stock over the last
20 business days prior to

F-60



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##### Table of Contents



TECHNIP-COFLEXIP


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

the date of authorization by the management
committee. Shares purchased by employees under these plans are
subject to certain restrictions over the sale or transfer of the
shares by employees.

Shares sold to employee stock purchase plans are
as follows:

|                                        |  |      |        |  |      |  |   |      |  |  |         | 
|--------------------------------------- |  | ---- | ------ |  | ---- |  | - | ---- |  |  | ------- | 
|                                        |  | 2002 |        |  | 2001 |  |   | 2000 | 
|                                        |  |      |        |  |      |  |   |      | 
|Number of shares                        |  |      | 98,717 |  |      |  |  |      |  |  | 126,928 | 
|Proceeds on sales (in millions of euro) |  |      | 10.1   |  |      |  |  |      |  |  | 12.8    | 
|Average cost of treasury sales          |  |      | 102.5  |  |      |  |  |      |  |  | 100.9   | 

In accordance with French GAAP, the Company has
not recorded compensation expense on stock purchase plans. Under
U.S. GAAP, the compensation cost recorded by the Company
for period ended December 31, 2002 and 2000 is
 3.2 million
and
 3.2 million,
respectively. No compensation has been recorded for the period
ended December 31, 2001.

Technip-Coflexip applies the intrinsic value
method to account for compensation cost associated with options
and shares granted to employees. Had compensation cost for stock
options awarded under these plans been determined based on the
fair value at the dates of grant consistent with the methodology
of SFAS No. 123, Technips net income and basic
earnings per share would have reflected the following pro forma
amounts:

|                                     |                                                                                                                                                     |                         |      |       |      |  |      |       |   |  |       |       |  
|------------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------- | ---- | ----- | ---- |  | ---- | ----- | - |  | ----- | ----- | -
|                                     |                                                                                                                                                     |                        
|                                     |                                                                                                                                                     | Year ended December 31, |     
|                                     |                                                                                                                                                     |                         |     
|                                     |                                                                                                                                                     | 2002                    |      |       | 2001 |  |      | 2000  |  
|                                     |                                                                                                                                                     |                         |      |       |      |  |      |       |  
|                                     |                                                                                                                                                     |                        
|                                     |                                                                                                                                                     | (In millions of euro)   |     
|Net Income under US GAAP             |                                                                                                                                                     |                         |      |       |      |  |      |       |   |  |       |      
|                                     | As reported                                                                                                                                         |                         |      | 83.3  |      |  |      | 114.8 |   |  |       | 164.9 |  
|                                     | Include: Total stock based-employee compensation
    expense determined under APB25 for all awards net of related tax
    effects                   |                         |      | 4.8   |      |  |      | 9.4   |   |  |       | 4.5   |  
|                                     | Deduct: Total stock-based employee compensation
    expense determined under fair value based method for all awards,
    net of related tax effects |                         |      | (14.6 | )    |  |      | (16.2 | ) |  |       | (7.1  | )
|                                     |                                                                                                                                                     |                         |      |       |      |  |      |       |  
|                                     | Pro Forma                                                                                                                                           |                         |      | 73.5  |      |  |      | 108.0 |   |  |       | 162.3 |  
|                                     |                                                                                                                                                     |                         |      |       |      |  |      |       |  
|Basic earnings per share             |                                                                                                                                                     |                         | 3.23 |       |      |  | 6.85 |       |   |  | 10.84 |      
|Diluted earnings per share           |                                                                                                                                                     |                         | 2.75 |       |      |  | 6.77 |       |   |  | 10.72 |      
|Pro forma basic earnings per share   |                                                                                                                                                     |                         | 2.85 |       |      |  | 6.44 |       |   |  | 10.67 |      
|Pro forma diluted earnings per share |                                                                                                                                                     |                         | 2.42 |       |      |  | 6.37 |       |   |  | 10.56 |      

The fair value of Technip-Coflexips option
grants is estimated on the date of grant using the Binomial
option pricing model with the following assumptions for the
grants:

|                      |  |                         |      |  |      |  |     |      |  |  |       | 
|--------------------- |  | ----------------------- | ---- |  | ---- |  | --- | ---- |  |  | ----- | 
|                      |  |                        
|                      |  | Year ended December 31, |     
|                      |  |                         |     
|                      |  | 2002                    |      |  | 2001 |  |     | 2000 | 
|                      |  |                         |      |  |      |  |     |      | 
|Expected life (years) |  |                         | 6.0  |  |      |  | N/A |      |  |  | 8.0   | 
|Interest rate         |  |                         | 3.8% |  |      |  | N/A |      |  |  | 4.8%  | 
|Volatility            |  |                         | 35%  |  |      |  | N/A |      |  |  | 11.8% | 
|Dividend yield        |  |                         | 2.1% |  |      |  | N/A |      |  |  | 2.1%  | 



| |                                                                                 
| | --------------------------------------------------------------------------------
| | (f) Pension plan and other cost
    retirement benefits other than pension plans

In accordance with the laws and practices of each
country, Technip-Coflexip participates in employee benefit
pension plans offering death and disability, retirement and
special termination benefits. Those plans provide

F-61



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##### Table of Contents



TECHNIP-COFLEXIP


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

benefits of various types from flat currency
amounts per year of service to final pay plans integrated with
social security and multi-employer plans.

For defined contribution plans, expenses
correspond to the contributions paid. For defined benefit
pension plans, accruals and prepaid expenses are determined
using the projected unit credit method. Accruals and prepaid
expenses are recorded in accordance with the prevailing
accounting practice in each country. In some cases, adjustments
to comply with Companys rules have been made. Special
termination benefits are recorded on an accrual basis at the
time the offer is accepted by the employees or their
representatives. Disclosures in accordance with SFAS
No. 132, are as follows:

|                                                   |  |                    |       |   |                |  |       |      |  |  |       |   |  |      |      |   |      |  |      |   |  |  |      |  
|-------------------------------------------------- |  | ------------------ | ----- | - | -------------- |  | ----- | ---- |  |  | ----- | - |  | ---- | ---- | - | ---- |  | ---- | - |  |  | ---- | -
|                                                   |  |                    |       |  
|                                                   |  | Pension Benefits   |       |   | Other Benefits | 
|                                                   |  |                    |       |   |                | 
|                                                   |  | 2002               |       |   | 2001           |  |       | 2000 |  |  | 2002  |   |  | 2001 |      |   | 2000 | 
|                                                   |  |                    |       |   |                |  |       |      |  |  |       |   |  |      |      |   |      | 
|                                                   |  |                   
|                                                   |  | In millions of EUR |      
|Change in benefit obligation:                      |  |                    |       |   |                |  |       |      |  |  |       |   |  |      |      |   |      |  |      |   |  |  |      |  
|Benefit Obligation at beginning of
    year        |  |                    | 130.5 |   |                |  | 115.3 |      |  |  | 108.9 |   |  |      | 0.9  |   |      |  | 1.0  |   |  |  | 1.1  |  
|Service cost                                       |  |                    | 6.9   |   |                |  | 6.7   |      |  |  | 5.0   |   |  |      |     |   |      |  |     |   |  |  |     |  
|Interest cost                                      |  |                    | 5.7   |   |                |  | 4.6   |      |  |  | 5.4   |   |  |      |     |   |      |  | 0.1  |   |  |  |     |  
|Plan participants contributions                    |  |                    |      |   |                |  |      |      |  |  | 0.5   |   |  |      |     |   |      |  |     |   |  |  |     |  
|Acquisitions/ disposals                            |  |                    | (0.1  | ) |                |  | 8.8   |      |  |  | 0.9   |   |  |      |     |   |      |  |     |   |  |  |     |  
|Curtailments/ Settlements                          |  |                    |      |   |                |  | 0.2   |      |  |  |      |   |  |      |     |   |      |  |     |   |  |  |     |  
|Actuarial (gain)                                   |  |                    | 23.6  |   |                |  | (1.2  | )    |  |  | (0.8  | ) |  |      |     |   |      |  |     |   |  |  |     |  
|Benefits paid                                      |  |                    | (6.5  | ) |                |  | (3.9  | )    |  |  | (4.6  | ) |  |      | (0.1 | ) |      |  | (0.1 | ) |  |  | (0.1 | )
|                                                   |  |                    |       |   |                |  |       |      |  |  |       |   |  |      |      |   |      | 
|Benefit Obligation at end of year                  |  |                    | 160.1 |   |                |  | 130.5 |      |  |  | 115.3 |   |  |      | 0.8  |   |      |  | 0.9  |   |  |  | 0.9  |  
|Change in plan assets:                             |  |                    |       |   |                |  |       |      |  |  |       |   |  |      |      |   |      |  |      |   |  |  |      |  
|Fair value of plan assets at beginning of
    year |  |                    | 45.4  |   |                |  | 48.2  |      |  |  | 44.2  |   |  |      |     |   |      |  |     |   |  |  |     |  
|Actual return on plan assets                       |  |                    | (1.1  | ) |                |  | (2.2  | )    |  |  | 3.4   |   |  |      |     |   |      |  |     |   |  |  |     |  
|Group contribution                                 |  |                    | 2.0   |   |                |  | 0.3   |      |  |  | 1.7   |   |  |      |     |   |      |  |     |   |  |  |     |  
|Plan participants contributions                    |  |                    |      |   |                |  |      |      |  |  | 0.5   |   |  |      |     |   |      |  |     |   |  |  |     |  
|Benefits paid                                      |  |                    | (1.5  | ) |                |  | (0.9  | )    |  |  | (1.6  | ) |  |      |     |   |      |  |     |   |  |  |     |  
|Acquisitions and disposals                         |  |                    |      |   |                |  |      |      |  |  |      |   |  |      |     |   |      |  |     |   |  |  |     |  
|                                                   |  |                    |       |   |                |  |       |      |  |  |       |   |  |      |      |   |      | 
|Fair value of plan assets at end of
    year       |  |                    | 44.8  |   |                |  | 45.4  |      |  |  | 48.2  |   |  |      |     |   |      |  |     |   |  |  |     |  
|Funded status of the plan                          |  |                    | 115.3 |   |                |  | 85.1  |      |  |  | 67.1  |   |  |      | 0.8  |   |      |  | 0.9  |   |  |  | 1.0  |  
|Unrecognized actuarial (gains) or losses           |  |                    | (31.4 | ) |                |  | (4.3  | )    |  |  | 0.2   |   |  |      |     |   |      |  |     |   |  |  |     |  
|                                                   |  |                    |       |   |                |  |       |      |  |  |       |   |  |      |      |   |      | 
|Accrued (prepaid) benefit cost                     |  |                    | 83.9  |   |                |  | 80.8  |      |  |  | 67.3  |   |  |      | 0.8  |   |      |  | 0.9  |   |  |  | 1.0  |  
|                                                   |  |                    |       |   |                |  |       |      |  |  |       |   |  |      |      |   |      | 

The projected benefit obligation, accumulated
benefit obligation and fair value of plan assets for the pension
plan with accumulated benefit obligation in excess of plan
assets are as follows:

|                                                                |  |      |       |  |      |  |      |      |  |  |      | 
|--------------------------------------------------------------- |  | ---- | ----- |  | ---- |  | ---- | ---- |  |  | ---- | 
|                                                                |  | 2002 |       |  | 2001 |  |      | 2000 | 
|                                                                |  |      |       |  |      |  |      |      | 
|Projected Benefit Obligation                                    |  |      | 104.3 |  |      |  | 86.2 |      |  |  | 71.5 | 
|Accumulated Benefit Obligation                                  |  |      | 93.1  |  |      |  | 74.1 |      |  |  | 69.6 | 
|Fair Value of Plan Assets with ABO in excess of
    Plan Assets |  |      | 4.0   |  |      |  | 41.0 |      |  |  | 43.9 | 

F-62



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##### Table of Contents



TECHNIP-COFLEXIP


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

|                                        |  |                    |      |   |                |  |      |      |  |  |      |   |  |      |   |  |      |  |     |  |  |  |   | 
|--------------------------------------- |  | ------------------ | ---- | - | -------------- |  | ---- | ---- |  |  | ---- | - |  | ---- | - |  | ---- |  | --- |  |  |  | - | 
|                                        |  |                    |      |  
|                                        |  | Pension Benefits   |      |   | Other Benefits | 
|                                        |  |                    |      |   |                | 
|                                        |  | 2002               |      |   | 2001           |  |      | 2000 |  |  | 2002 |   |  | 2001 |   |  | 2000 | 
|                                        |  |                    |      |   |                |  |      |      |  |  |      |   |  |      |   |  |      | 
|                                        |  |                   
|                                        |  | In millions of EUR |     
|Annual cost under U.S. GAAP:            |  |                    |      |   |                |  |      |      |  |  |      |   |  |      |   |  |      |  |     |  |  |  |   | 
|Service cost                            |  |                    | 6.9  |   |                |  | 6.7  |      |  |  | 5.0  |   |  |      |  |  |      |  |    |  |  |  |  | 
|Expected interest cost                  |  |                    | 5.7  |   |                |  | 4.6  |      |  |  | 5.4  |   |  |      |  |  |      |  | 0.1 |  |  |  |  | 
|Expected return on plan assets          |  |                    | (2.7 | ) |                |  | (3.5 | )    |  |  | (3.2 | ) |  |      |  |  |      |  |    |  |  |  |  | 
|Amortization of actuarial gain and loss |  |                    | 0.3  |   |                |  |     |      |  |  |     |   |  |      |  |  |      |  |    |  |  |  |  | 
|Effects of settlements/ curtailments    |  |                    |     |   |                |  | 0.2  |      |  |  |     |   |  |      |  |  |      |  |    |  |  |  |  | 
|                                        |  |                    |      |   |                |  |      |      |  |  |      |   |  |      |   |  |      | 
|Net periodic benefit cost               |  |                    | 10.2 |   |                |  | 8.0  |      |  |  | 7.2  |   |  |      |  |  |      |  | 0.1 |  |  |  |  | 
|                                        |  |                    |      |   |                |  |      |      |  |  |      |   |  |      |   |  |      | 

Annual cost under French GAAP for pension
benefits plans are as follows:

|                              |  |                    |     |  |      |  |     |      |  |  |      |  |  |      |     |  |      |  |     |  |  |  |   | 
|----------------------------- |  | ------------------ | --- |  | ---- |  | --- | ---- |  |  | ---- |  |  | ---- | --- |  | ---- |  | --- |  |  |  | - | 
|                              |  | 2002               |     |  | 2001 |  |     | 2000 |  |  | 2002 |  |  | 2001 |     |  | 2000 | 
|                              |  |                    |     |  |      |  |     |      |  |  |      |  |  |      |     |  |      | 
|                              |  |                   
|                              |  | In millions of EUR |    
|Annual Cost under French GAAP |  |                    | 5.6 |  |      |  | 3.4 |      |  |  | 4.8  |  |  |      | 0.1 |  |      |  | 0.1 |  |  |  |  | 

The difference between these amounts and the
annual costs under U.S. GAAP stems from differences in the
timing of amortization of the initial transition liability and
of actuarial gains and losses and from the absence of
recognition of excess funding by certain companies.

Health care costs are assumed to increase by 1.3%
in 2002 and later, 1.3% in 2001 and 1.3% in 2000. The effect of
a one-percentage point increase and one-percentage point
decrease in the assumed health care cost trend rates on the
aggregate of the service and interest cost components of net
periodic postretirement health care benefit cost and on the
accumulated postretirement benefit obligation for health care
benefits is not significant.

Amounts recognized in the statement of financial
position:

|                                              |  |                    |      |   |                |  |      |      |  |  |      |   |  |      |     |  |      |  |     |  |  |  |     | 
|--------------------------------------------- |  | ------------------ | ---- | - | -------------- |  | ---- | ---- |  |  | ---- | - |  | ---- | --- |  | ---- |  | --- |  |  |  | --- | 
|                                              |  |                    |      |  
|                                              |  | Pension Benefits   |      |   | Other Benefits | 
|                                              |  |                    |      |   |                | 
|                                              |  | 2002               |      |   | 2001           |  |      | 2000 |  |  | 2002 |   |  | 2001 |     |  | 2000 | 
|                                              |  |                    |      |   |                |  |      |      |  |  |      |   |  |      |     |  |      | 
|                                              |  |                   
|                                              |  | In millions of EUR |     
|Accrued benefit liability (including MLA)     |  |                    | 99.9 |   |                |  | 86.5 |      |  |  | 72.1 |   |  |      | 0.9 |  |      |  | 1.0 |  |  |  | 1.0 | 
|Minimum liability adjustments                 |  |                    | (9.7 | ) |                |  |     |      |  |  |     |   |  |      |    |  |      |  |    |  |  |  |    | 
|Prepaid benefit cost                          |  |                    | (6.3 | ) |                |  | (5.7 | )    |  |  | (4.8 | ) |  |      |    |  |      |  |    |  |  |  |    | 
|                                              |  |                    |      |   |                |  |      |      |  |  |      |   |  |      |     |  |      | 
|Net amount recognized for under
    U.S. GAAP |  |                    | 83.9 |   |                |  | 80.8 |      |  |  | 67.3 |   |  |      | 0.9 |  |      |  | 1.0 |  |  |  | 1.0 | 
|                                              |  |                    |      |   |                |  |      |      |  |  |      |   |  |      |     |  |      | 

F-63



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##### Table of Contents



TECHNIP-COFLEXIP


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

The net accruals included as of December 31,
2002, 2001 and 2000 in the accompanying consolidated balance
sheets can be compared with balances determined under
U.S. GAAP as follows:

|                                                                                                                                                |  |                    |      |   |                |  |      |      |  |  |      |   |  |      |     |  |      |  |     |  |  |  |     | 
|----------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------ | ---- | - | -------------- |  | ---- | ---- |  |  | ---- | - |  | ---- | --- |  | ---- |  | --- |  |  |  | --- | 
|                                                                                                                                                |  |                    |      |  
|                                                                                                                                                |  | Pension Benefits   |      |   | Other Benefits | 
|                                                                                                                                                |  |                    |      |   |                | 
|                                                                                                                                                |  | 2002               |      |   | 2001           |  |      | 2000 |  |  | 2002 |   |  | 2001 |     |  | 2000 | 
|                                                                                                                                                |  |                    |      |   |                |  |      |      |  |  |      |   |  |      |     |  |      | 
|                                                                                                                                                |  |                   
|                                                                                                                                                |  | In millions of EUR |     
|Net amount accrued for under U.S. GAAP
    (before prepaid costs)                                                                               |  |                    | 99.9 |   |                |  | 86.5 |      |  |  | 72.1 |   |  |      | 0.9 |  |      |  | 1.0 |  |  |  | 1.0 | 
|Excess funding of plans recognized in income only
    when paid back to the Company                                                             |  |                    | (6.3 | ) |                |  | (5.7 | )    |  |  | (4.8 | ) |  |      |    |  |      |  |    |  |  |  |    | 
|Impact of transition obligation of prior service
    cost and of actuarial gains recognized with a different timing
    under local regulations |  |                    | 1.6  |   |                |  | (1.7 | )    |  |  | (7.3 | ) |  |      |    |  |      |  |    |  |  |  |    | 
|Minimum Liabilities Adjustment                                                                                                                  |  |                    | (9.7 | ) |                |  |     |      |  |  |     |   |  |      |    |  |      |  |    |  |  |  |    | 
|                                                                                                                                                |  |                    |      |   |                |  |      |      |  |  |      |   |  |      |     |  |      | 
|Net amount accrued for in consolidated
    financial statements                                                                                 |  |                    | 85.5 |   |                |  | 79.1 |      |  |  | 64.8 |   |  |      | 0.9 |  |      |  | 1.0 |  |  |  | 1.0 | 
|                                                                                                                                                |  |                    |      |   |                |  |      |      |  |  |      |   |  |      |     |  |      | 



|    |                       
|--- | ----------------------
|(g) | Derivative instruments

As described in Note 30 (c),
Technip-Coflexip adopted SFAS No. 133 beginning
January 1, 2001 for purposes of the U.S. GAAP
reconciliation. SFAS No. 133 requires that all derivative
instruments be recorded at fair value on the balance sheet and
establishes criteria for designation and effectiveness of
derivative transactions for which hedge accounting is applied.
Technip-Coflexip assesses the initial and ongoing effectiveness
of its hedging relationships in accordance with its documented
procedure.

As a consequence of the international
Groups business activities, most of its commercial
transactions are denominated in non-euro currencies.
Technip-Coflexip enters into derivative financial instruments to
manage its exposure to fluctuations in foreign currency exchange
rates. All derivative instruments held by Technip-Coflexip are
economic hedge of existing or anticipated commercial
transactions. For more information on Technip-Coflexips
derivatives strategy, see Item 11.

According to SFAS No. 133, all derivative
instruments (including certain derivative instruments embedded
in other contracts), whether designated in hedging relationships
with the hedged underlying transaction or not, are recorded in
the balance sheet at fair value and changes in fair value are
recognized in net income, unless the derivative instrument
qualifies as a hedge of future cash flows. For derivatives
qualifying as hedges of future cash flows, the effective portion
of changes in fair value is recorded temporarily in
shareholders equity (Other Comprehensive
Income or OCI), then recognized in the income
statement along with the related effect of the hedged
transaction. Any ineffective portion of the hedge is recorded in
the income statement as it occurs. For derivatives qualifying as
fair value hedges, changes in fair value of both the derivative
and the hedged item are recognized in net income.

The adoption of SFAS No. 133 as of
January 1, 2001 had a cumulative effect on OCI and net
income of
 7.2 million
and
 1.7 million,
respectively net of a
 (4.0)
million and a
 (1.0)
million tax effect. Recognition of derivatives in accordance
with the description above resulted in an increase (decrease) to
OCI and net income of
 (7.7)
million and
 (5.9)
million in 2001, respectively net of a
 4.3 million
and a
 3.3 million
tax effect. Adoption of SFAS No. 133 in 2001 resulted in a
decrease of shareholders equity by
 (4.7)
million.

F-64



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##### Table of Contents



TECHNIP-COFLEXIP


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)



|    |         
|--- | --------
|(h) | Goodwill

As discussed in Note 30(m),
SFAS 142 was effective for the Company as of
January 1, 2002 and for purchase business combinations
consummated after June 30, 2001. The Company performed its
transitional and annual test and the Company determined that
there was no impairment.



|    |                                              
|--- | ---------------------------------------------
|(i) | Recently issued accounting
    pronouncements

In June 2001, the Financial Accounting Standards
Board issued Statement of Financial Accounting Standards
No. 143, Accounting for Asset Retirement Obligations
(SFAS No. 143). SFAS No. 143 establishes accounting
requirements for retirement obligations associated with tangible
long-lived assets, including (1) the timing of the
liability recognition, (2) initial measurement of the
liability, (3) allocation of asset retirement cost to
expense, (4) subsequent measurement of the liability and
(5) financial statement disclosures. SFAS No. 143
requires that the fair value of a liability for an asset
retirement obligation be recognized in the period in which it is
incurred if a reasonable estimate of fair value can be made. The
associated asset retirement costs are capitalized as part of the
carrying amount of the long-lived asset and depreciated over the
life of the associated fixed asset. An entity shall measure
changes in the liability for an asset retirement obligation due
to passage of time by applying an interest method of allocation
to the amount of the liability at the beginning of the period.
The interest rate used to measure that change shall be the
credit-adjusted risk-free rate that existed when the liability
was initially measured. That amount shall be recognized as an
increase in the carrying amount of the liability and as an
expense classified as an operating item in the statement of
income. SFAS 143 is effective for fiscal years beginning after
June 15, 2002, with early application encouraged. The
Company expected to adopt SFAS No. 143 on January 1,
2002 but decided to postpone the first application to
January 1, 2003 and has not yet determined the impact that
it will have on its results of operations, its financial
position or its cash flows.

In July 2002, the FASB issued Statement of
Financial Accounting Standards No. 146, Accounting for
Costs Associated with Exit or Disposal Activities
(SFAS 146). SFAS 146 replaces EITF Issue
No. 94-3, Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring), and
changes the timing of recognition for certain exit costs
associated with restructuring activities. Under SFAS 146
certain exit costs would be recognized over the period in which
the restructuring activities occur. Currently, exit costs are
recognized when the Company commits to a restructuring plan.
SFAS 146 is to be applied prospectively to exit or disposal
activities initiated after December 31, 2002, though early
adoption is allowed. The Company will adopt SFAS 146 for
exit or disposal activities that are

F-65



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##### Table of Contents



TECHNIP-COFLEXIP


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

initiated after December 31, 2002. The
Company does not anticipate that SFAS 144 will have a
material impact on the consolidated financial statements.

|                              |  |                              |      |  |      |  |       |      |  |  |       | 
|----------------------------- |  | ---------------------------- | ---- |  | ---- |  | ----- | ---- |  |  | ----- | 
|                              |  |                             
|                              |  | For the Years Ended          |     
|                              |  | December 31                  |     
|                              |  |                              |     
|                              |  | 2002                         |      |  | 2001 |  |       | 2000 | 
|                              |  |                              |      |  |      |  |       |      | 
|                              |  |                             
|                              |  | (In millions of Euro, except |     
|                              |  | for per share data)          |     
|U.S. GAAP Net Income          |  |                              | 83.3 |  |      |  | 114.8 |      |  |  | 164.9 | 
|Goodwill Amortization         |  |                              |     |  |      |  | 40.8  |      |  |  | 26.7  | 
|                              |  |                              |      |  |      |  |       |      | 
|Adjusted U.S. GAAP Net Income |  |                              | 83.3 |  |      |  | 155.6 |      |  |  | 191.6 | 
|                              |  |                              |      |  |      |  |       |      | 
|Basic earnings per share      |  |                              |      |  |      |  |       |      |  |  |       | 
|Reported U.S. GAAP Net Income |  |                              | 3.23 |  |      |  | 6.85  |      |  |  | 10.84 | 
|Goodwill amortization         |  |                              |     |  |      |  | 2.43  |      |  |  | 1.76  | 
|                              |  |                              |      |  |      |  |       |      | 
|Adjusted U.S. GAAP Net Income |  |                              | 3.23 |  |      |  | 9.28  |      |  |  | 12.60 | 
|                              |  |                              |      |  |      |  |       |      | 
|Diluted earnings per share    |  |                              |      |  |      |  |       |      |  |  |       | 
|Reported U.S. GAAP Net Income |  |                              | 2.75 |  |      |  | 6.77  |      |  |  | 10.73 | 
|Goodwill amortization         |  |                              |     |  |      |  | 2.41  |      |  |  | 1.74  | 
|                              |  |                              |      |  |      |  |       |      | 
|Adjusted U.S. GAAP Net Income |  |                              | 2.75 |  |      |  | 9.17  |      |  |  | 12.46 | 
|                              |  |                              |      |  |      |  |       |      | 

In November 2002, the FASB issued FASB
Interpretation No. 45, Guarantors Accounting and
Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others
(FIN 45). FIN 45 requires that upon
issuance of a guarantee, the guarantor must recognize a
liability for the fair value of the obligation it assumes under
that guarantee. The disclosure provisions of FIN 45 are
effective for financial statements of annual periods that end
after December 15, 2002. Refer to Note 26 for
disclosures related to guarantees. The provisions for initial
recognition and measurement are effective on a prospective basis
for guarantees that are issued or modified after
December 31, 2002 and has not yet determined the impact
that it will have on its results of operations, financial
position or cash flows.

In December 2002, the Financial Accounting
Standards Board issued FASB Statement No. 148,
Accounting for Stock-Based Compensation 
Transition and Disclosure (SFAS 148). This
Statement amends FASB Statement No. 123, Accounting for
Stock-Based Compensation (SFAS 123), to
provide alternative methods of transition to
SFAS 123s fair value method of accounting for
stock-based employee compensation. It also amends the disclosure
provisions of SFAS 123 to require prominent disclosure in
the summary of significant account policies of the effects of an
entitys accounting policy with respect to stock-based
employee compensation on reported net income and earnings per
share in annual financial statements. SFAS 148s
amendment of the transition and annual disclosure requirements
are effective for fiscal years ending after December 15,
2002. Refer to Note 30(e) for
disclosures related to stock based compensation. The Company
intends to continue to account for stock-based compensation
based on the provisions of APB Opinion No. 25.

In January 2003, the FASB issued FASB
Interpretation No. 46, Consolidation of Variable
Interest Entities an interpretation of ARB No. 51
(FIN 46). FIN 46 requires certain variable
interest entities to be consolidated by the primary beneficiary
of the entity if the equity investors in the entity do not have
the characteristics of a controlling financial interest or do
not have sufficient equity at risk for the entity to finance its
activities without additional subordinated financial support
from other parties. The disclosure provisions of FIN 46 are
effective for financial statements initially issued after
January 31, 2003. Public entities with a variable interest
in a variable interest entity created before February 1,
2003 shall apply the consolidation requirements of FIN 46
to that entity no later than the beginning of the first annual
reporting period beginning after June 15, 2003. FIN 46
is effective for all new variable interest entities created or
acquired after January 31, 2003 and has not yet determined
the impact that it will have on its results of operations,
financial position or cash flows.

F-66



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##### Table of Contents



TECHNIP-COFLEXIP


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

In April 2003, the FASB issued Statement of
Financial Accounting Standards No. 149, Amendment of
Statement 133 on Derivative Instruments and Hedging
Activities (SFAS 149). SFAS 149 amends
and clarifies financial accounting and reporting for derivative
instruments, including certain derivative instruments embedded
in other contracts (collectively referred to as derivatives) and
for hedging activities under FASB Statement No. 133
Accounting for Derivative Instruments and Hedging
Activities. In particular, SFAS 149 (1) clarifies under
what circumstances a contract with an initial net investment
meets the characteristic of a derivative, (2) clarifies
when a derivative contains a financing component,
(3) amends the definition of an underlying to conform it to
language used in FIN 45, and (4) amends certain other
existing pronouncements. This Statement is effective for
contracts entered into or modified after June 30, 2003, and
for hedging relationships designated after June 30, 2003.
In addition, most provisions of SFAS 149 are to be applied
prospectively. The Company has not yet determined the impact
that it will have on its results of operations, its financial
position or its cash flows.

In May 2003, the FASB issued Statement of
Financial Accounting Standard No. 150, Accounting for
Certain Financial Instruments with Characteristics of both
Liabilities and Equity (SFAS 150). SFAS 150
establishes standards for how an issuer classifies and measures
certain financial instruments with characteristics of both
liabilities and equity. It requires that an issuer classify a
financial instrument that is within its scope as a liability (or
an asset in some circumstances). SFAS 150 affects the
issuers accounting for three types of freestanding
financial instruments:



| |   |                                                                                                                                                                                                                                                                           
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Mandatorily redeemable shares, which embodies an
    unconditional obligation requiring the issuing company to redeem
    in exchange for cash or other assets at a specified or
    determinable date(s) or upon an event that is certain to occur;                      
|
| |  | Instruments that require or may require the
    issuer to repurchase some of its shares in exchange for cash or
    other assets, which includes put options and forward purchase
    contracts;                                                                          
|
| |  | Obligations that must or may be settled by
    issuing a variable number of equity shares, the monetary value
    of which is fixed, tied solely or predominantly to a variable
    such as a market index, or varies inversely with the value of
    the issuers shares.

SFAS 150 does not apply to features embedded
in a financial instrument that is not a derivative in its
entirety. Most of the guidance in SFAS 150 is effective for
all financial instruments entered into or modified after
May 31, 2003, and otherwise is effective for the fiscal
years ending after June 15, 2003.

The Company has not yet determined the impact
that it will have on its results of operations, its financial
position or its cash flows.

F-67



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##### Table of Contents



THE COFLEXIP STENA OFFSHORE GROUP

CONSOLIDATED BALANCE SHEET

|                                                                              |  |                        |           |  
|----------------------------------------------------------------------------- |  | ---------------------- | --------- | -
|                                                                              |  | December 31,           |          
|                                                                              |  | 2001                   |          
|                                                                              |  | Unaudited              |          
|                                                                              |  |                        |          
|                                                                              |  | (amounts in            |          
|                                                                              |  | thousands of EUR,      |          
|                                                                              |  | except per Share data) |          
|ASSETS                                                                        |  |                        |           |  
|Current assets                                                                |  |                        |           |  
|Cash and cash equivalents                                                     |  |                        | 213,181   |  
|Trade accounts receivable (Note 3)                                            |  |                        | 365,124   |  
|Contracts-in-progress (Note 4)                                                |  |                        | 104,280   |  
|Inventories (Note 5)                                                          |  |                        | 102,859   |  
|Deferred income taxes (Note 11)                                               |  |                        | 39,641    |  
|Prepaid expenses and other current assets                                     |  |                        | 86,377    |  
|                                                                              |  |                        |          
|Total current assets                                                          |  |                        | 911,462   |  
|                                                                              |  |                        |          
|Investments in and advances to companies under
    the equity method (Note 6) |  |                        |          |  
|Other long-term investments and receivables                                   |  |                        | 17,019    |  
|                                                                              |  |                        |          
|Investments and other assets                                                  |  |                        | 17,019    |  
|                                                                              |  |                        |          
|Property, plant, vessels and equipment
    (Note 7)                           |  |                        | 689,129   |  
|                                                                              |  |                        |          
|Intangible assets (Note 8)                                                    |  |                        | 517,400   |  
|                                                                              |  |                        |          
|TOTAL ASSETS                                                                  |  |                        | 2,135,010 |  
|                                                                              |  |                        |          
|LIABILITIES AND SHAREHOLDERS
    EQUITY                                      |  |                        |           |  
|Current liabilities                                                           |  |                        |           |  
|Bank overdrafts                                                               |  |                        | 32,768    |  
|Current portion of long-term debt (Note 9)                                    |  |                        | 48,079    |  
|Trade accounts payable                                                        |  |                        | 212,257   |  
|Advance billings on contracts (Note 4)                                        |  |                        | 115,357   |  
|Other current liabilities (Note 12)                                           |  |                        | 337,219   |  
|                                                                              |  |                        |          
|Total current liabilities                                                     |  |                        | 745,680   |  
|                                                                              |  |                        |          
|Long-term debt (Note 9)                                                       |  |                        | 487,227   |  
|Deferred income taxes (Note 11)                                               |  |                        | 21,066    |  
|Other long-term liabilities (Note 12)                                         |  |                        | 58,316    |  
|                                                                              |  |                        |          
|Total long-term liabilities                                                   |  |                        | 566,609   |  
|                                                                              |  |                        |          
|Minority Interests                                                            |  |                        | 15,152    |  
|                                                                              |  |                        |          
|Common stock                                                                  |  |                        |           |  
|EUR1.60 par value as of December 31,
    2001;                                |  |                        |           |  
|Authorized and issued:                                                        |  |                        |           |  
|18,862,388 shares as of December 31, 2001
    (Note 13)                       |  |                        | 30,180    |  
|Additional paid-in capital and treasury stock                                 |  |                        | 289,902   |  
|Retained earnings                                                             |  |                        | 517,261   |  
|Net income for the year                                                       |  |                        | (105,320  | )
|Foreign currency translation adjustment                                       |  |                        | 75,546    |  
|                                                                              |  |                        |          
|Total shareholders equity                                                    |  |                        | 807,569   |  
|                                                                              |  |                        |          
|TOTAL LIABILITIES AND SHAREHOLDERS
    EQUITY                                |  |                        | 2,135,010 |  
|                                                                              |  |                        |          

See notes to consolidated financial statements

F-68



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##### Table of Contents



THE COFLEXIP STENA OFFSHORE GROUP

CONSOLIDATED STATEMENT OF OPERATIONS

|                                                                                             |                                              |                        |            |            |  
|-------------------------------------------------------------------------------------------- | -------------------------------------------- | ---------------------- | ---------- | ---------- | -
|                                                                                             |                                              | December 31,           |           
|                                                                                             |                                              | 2001                   |           
|                                                                                             |                                              | Unaudited              |           
|                                                                                             |                                              |                        |           
|                                                                                             |                                              | (amounts in thousands, |           
|                                                                                             |                                              | except per share data) |           
|Net operating revenues                                                                       |                                              |                        | 1,898,820  |           
|Cost of operations                                                                           |                                              |                        | (1,513,044 | )         
|Depreciation and amortization                                                                |                                              |                        | (274,179   | )         
|Selling, general and administrative expenses                                                 |                                              |                        | (163,230   | )         
|                                                                                             |                                              |                        |           
|OPERATING INCOME                                                                             |                                              |                        | (51,633    | )         
|                                                                                             |                                              |                        |           
|Interest and other financial income                                                          |                                              |                        | 22,255     |           
|Interest and other financial expense                                                         |                                              |                        | (33,564    | )         
|Net foreign exchange gains/(losses)                                                          |                                              |                        | 1,315      |           
|Equity income of investees (Note 6)                                                          |                                              |                        | (826       | )         
|Minority interest                                                                            |                                              |                        | (98        | )         
|                                                                                             |                                              |                        |           
|INCOME BEFORE INCOME TAXES                                                                   |                                              |                        | (62,551    | )         
|                                                                                             |                                              |                        |           
|Income taxes (Note 11)                                                                       |                                              |                        | (42,769    | )         
|                                                                                             |                                              |                        |           
|NET INCOME                                                                                   |                                              |                        | (105,320   | )         
|                                                                                             |                                              |                        |           
|Earnings per share (see Note 14) in
    circulation:                                         |                                              |                        |            |           
|                                                                                             | Basic Earnings per share in circulation      |                        |            | (5.61      | )
|                                                                                             | Diluted Earnings per share in circulation(*) |                        |            | (5.61      | )
|Average number of shares and share equivalents
    outstanding (see Note 14) in circulation: |                                              |                        |            |           
|                                                                                             | On common shares                             |                        |            | 18,767,950 |  
|                                                                                             | On a diluted basis                           |                        |            | 18,989,317 |  






|    |                                                                                                                                                     
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------
|(*) | As a consequence of the 2001 loss, basic and
    diluted earnings per share are similar as the exercise of stock
    options would be anti-dilutive.

See notes to consolidated financial statements

F-69



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##### Table of Contents



THE COFLEXIP STENA OFFSHORE GROUP

CONSOLIDATED STATEMENT OF SHAREHOLDERS
EQUITY (UNAUDITED)

(In thousands of EUR, except number of
shares)


|                                   |  |                                                          |            |  |        |  |            |         |  |  |          |  |  |             |      |       |                |  |          |               |  |  |        |  |  |  |          |  
|---------------------------------- |  | -------------------------------------------------------- | ---------- |  | ------ |  | ---------- | ------- |  |  | -------- |  |  | ----------- | ---- | ----- | -------------- |  | -------- | ------------- |  |  | ------ |  |  |  | -------- | -
|                                   |  | Number                                                   |            |  |        |  | Additional |         |  |  |          |  |  |             |      | Total |               
|                                   |  | of shares                                                |            |  | Common |  |            | paid-in |  |  | Treasury |  |  | Retained    |      |       | Translation    |  |          | shareholders | 
|                                   |  | issued                                                   |            |  | stock  |  |            | capital |  |  | stock    |  |  | earnings(c) |      |       | adjustments(a) |  |          | equity        | 
|                                   |  |                                                          |            |  |        |  |            |         |  |  |          |  |  |             |      |       |                |  |          |               | 
|                                   |  |                                                         
|                                   |  | (amounts in thousands of euros, unless stated otherwise) |           
|Balance at December 31, 2000       |  |                                                          | 18,685,759 |  |        |  | 29,897     |         |  |  | 284,064  |  |  |             | (814 | )     |                |  | 538,887  |               |  |  | 53,995 |  |  |  | 906,029  |  
|                                   |  |                                                          |            |  |        |  |            |         |  |  |          |  |  |             |      |       |                |  |          |               | 
|Net income                         |  |                                                          |            |  |        |  |            |         |  |  |          |  |  |             |      |       |                |  | (105,320 | )             |  |  |        |  |  |  | (105,320 | )
|Translation adjustment(a)          |  |                                                          |            |  |        |  |            |         |  |  |          |  |  |             |      |       |                |  |          |               |  |  | 21,551 |  |  |  | 21,551   |  
|Treasury stock sold (net)          |  |                                                          |            |  |        |  |            |         |  |  |          |  |  |             | 474  |       |                |  |          |               |  |  |        |  |  |  | 474      |  
|Effect of share issuance (note 13) |  |                                                          | 176,629    |  |        |  | 283        |         |  |  | 6,178    |  |  |             |      |       |                |  |          |               |  |  |        |  |  |  | 6,461    |  
|Dividends paid(b)                  |  |                                                          |            |  |        |  |            |         |  |  |          |  |  |             |      |       |                |  | (21,627  | )             |  |  |        |  |  |  | (21,627  | )
|                                   |  |                                                          |            |  |        |  |            |         |  |  |          |  |  |             |      |       |                |  |          |               | 
|Balance at December 31, 2001       |  |                                                          | 18,862,388 |  |        |  | 30,180     |         |  |  | 290,242  |  |  |             | (340 | )     |                |  | 411,941  |               |  |  | 75,546 |  |  |  | 807,569  |  
|                                   |  |                                                          |            |  |        |  |            |         |  |  |          |  |  |             |      |       |                |  |          |               | 






|    |                                                                                                               
|--- | --------------------------------------------------------------------------------------------------------------
|(a) | The translation adjustment results from the euro
    variations against the british pound and the U.S. dollar.



|    |                                                                                                                                                                                                              
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | With respect to 2000 financial year, the
    COFLEXIPs Annual shareholders meeting held on
    May 29, 2001 decided to pay a cash dividend of EUR 1.16 per
    share (dividends paid on 18,643,944 shares).



|    |                                                                                                                                                                                      
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(c) | Retained earnings include legal and other
    non-distributable reserves in an amount of EUR 3,181 thousand at
    December 31, 2001 and EUR 3,166 thousand at
    December 31, 2000.

F-70



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##### Table of Contents



THE COFLEXIP STENA OFFSHORE GROUP

CONSOLIDATED STATEMENT OF CASH FLOWS

|                                                                                                             |  |                       |          |  
|------------------------------------------------------------------------------------------------------------ |  | --------------------- | -------- | -
|                                                                                                             |  | December 31,          |         
|                                                                                                             |  | 2001                  |         
|                                                                                                             |  | Unaudited             |         
|                                                                                                             |  |                       |         
|                                                                                                             |  | (amounts in thousands |         
|                                                                                                             |  | of EUR)               |         
|CASH FLOWS FROM OPERATING ACTIVITIES                                                                         |  |                       |          |  
|Net income                                                                                                   |  |                       | (105,320 | )
|Depreciation and amortization                                                                                |  |                       | 274,179  |  
|Deferred income taxes                                                                                        |  |                       | 1,848    |  
|Minority interest                                                                                            |  |                       | 98       |  
|Equity income of investees                                                                                   |  |                       | 568      |  
|Increase/(decrease) in other long-term liabilities                                                           |  |                       | 8,649    |  
|Increase/ decrease in operating assets and
    liabilities (net of effect from acquisition of
    business): |  |                       |          |  
|Decrease/(increase) in trade accounts receivable                                                             |  |                       | (83,524  | )
|Net decrease/(increase) in contracts-in-progress
    and advance billings on contracts                       |  |                       | (50,560  | )
|(Increase)/decrease in inventories                                                                           |  |                       | (15,717  | )
|(Increase)/decrease in prepaid expenses and other
    current assets                                         |  |                       | (12,463  | )
|Increase/(decrease) in bank overdrafts                                                                       |  |                       | 24,798   |  
|Increase/(decrease) in trade accounts and notes
    payable                                                  |  |                       | 87,119   |  
|Increase/(decrease) in other current liabilities                                                             |  |                       | (99,894  | )
|                                                                                                             |  |                       |         
|NET CASH PROVIDED BY OPERATING
    ACTIVITIES                                                                |  |                       | 29,781   |  
|CASH FLOWS FROM INVESTING ACTIVITIES                                                                         |  |                       |          |  
|Purchases of property, plant, vessels and
    equipment                                                      |  |                       | (178,847 | )
|Cash paid for acquired businesses                                                                            |  |                       | (550,962 | )
|Cash of acquired businesses                                                                                  |  |                       | 74,418   |  
|Net advances repaid by (made to) affiliates                                                                  |  |                       | (152,508 | )
|Disposals of other long-term investments and
    collections of long-term receivables                        |  |                       | (14,822  | )
|Proceeds from sale of assets                                                                                 |  |                       | 3,147    |  
|                                                                                                             |  |                       |         
|NET CASH PROVIDED BY (USED IN) INVESTING
    ACTIVITIES                                                      |  |                       | (819,574 | )
|CASH FLOWS FROM FINANCING ACTIVITIES                                                                         |  |                       |          |  
|Repayment of long-term debt                                                                                  |  |                       | (43,149  | )
|Issuance of long-term debt                                                                                   |  |                       | 493,567  |  
|Increase in common stock                                                                                     |  |                       | 6,461    |  
|Dividends paid by Coflexip S.A.                                                                              |  |                       | (21,627  | )
|Treasury stock sold                                                                                          |  |                       | 474      |  
|                                                                                                             |  |                       |         
|NET CASH (USED) IN PROVIDED BY FINANCING
    ACTIVITIES                                                      |  |                       | 435,726  |  
|Effects of exchange rate changes on cash                                                                     |  |                       | (31,533  | )
|                                                                                                             |  |                       |         
|NET INCREASE IN CASH AND CASH
    EQUIVALENTS                                                                |  |                       | (385,600 | )
|Cash and cash equivalents at beginning of year                                                               |  |                       | 598,781  |  
|                                                                                                             |  |                       |         
|CASH AND CASH EQUIVALENTS AT END OF
    YEAR                                                                 |  |                       | 213,181  |  
|                                                                                                             |  |                       |         
|Supplemental disclosures of cash flow information:                                                           |  |                       |          |  
|Cash paid during the period for:                                                                             |  |                       |          |  
|Interest                                                                                                     |  |                       | 33,737   |  
|Income taxes                                                                                                 |  |                       | 96,263   |  
|                                                                                                             |  |                       |         

See notes to consolidated financial statements

F-71



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##### Table of Contents



THE COFLEXIP STENA OFFSHORE GROUP

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Description of business:

Coflexip Stena Offshore is a subsea oil services
Group providing a wide range of services (project management,
engineering, procurement, subsea pipeline and umbilical laying,
construction and maintenance work) and products (design and
manufacture of flexible pipes, control umbilicals and Remote
Operated Vehicles). Contracts are primarily conducted with oil
and gas producers operating in the North Sea, Brazil, Asia
Pacific and the Rest of the World.

Note 1  Summary of significant
accounting policies

The consolidated financial statements have been
prepared in accordance with generally accepted accounting
principles in France and comply with the New principles
and methodology relative to consolidated financial
statements, Regulation Number 99-02 of the French
Comité de la Réglementation Comptable.
This first application did not result in any significant effect
on the consolidated financial statements for the years before
2001. Therefore, pro-forma consolidated financial statements are
not required.



| |                            
| | ---------------------------
| | Principles of consolidation

The consolidated financial statements include the
accounts of Coflexip and all majority-owned subsidiaries.
Investments in which ownership interest ranges from 20% to 50%
and in which the Group exercises significant influence over
operating and financial policies are accounted for using the
equity method.

Significant investments in which ownership
interest is 50% and in which Coflexip has a joint control with a
limited number of partners (joint-ventures) are
accounted for under the proportionate method. Balances and
transactions between fully consolidated companies are eliminated
for consolidation purposes.



| |                                                            
| | -----------------------------------------------------------
| | Translation of financial statements of
    foreign entities

Under the Groups accounting policy for
foreign currency translation, each foreign entitys results
are measured in the currency in which that entity primarily
conducts its business (the functional currency). The functional
currency of all the Groups foreign subsidiaries is the
local currency with the exception of subsidiaries operating in
Brazil where the U.S. dollar is the functional currency.

When translating foreign functional currency
financial statements to Euros, year-end exchange rates are
applied to asset and liability accounts, while average annual
rates are applied to income statement accounts. Adjustments
resulting from this process are recorded in a separate component
of shareholders equity.

Transactions denominated in currencies other than
the entitys functional currency are remeasured into the
functional currency using current exchange rates. Gains or
losses from remeasurement are included in income.



| |                                      
| | -------------------------------------
| | Contracts and revenue
    recognition

The Group recognizes revenues and related costs
of long-term product supply contracts and installation contracts
using the percentage-of-completion method based on the relation
that costs incurred to date bear to estimated total costs.
Revenues include agreed claims for extra work and changes in
contract scope. Revenues that exceed amounts invoiced to
customers under the terms of the contracts are included in
Contracts-in-progress in the balance sheet. Billings that exceed
revenues recognized under percentage-of-completion are included
in Advance billings on contracts.

Most long-term contracts have provisions for
progress payments. Contract price and cost estimates are
reviewed periodically as the work progresses and any revision to
estimates are reflected in income to the extent of the
percentage of contract completion. There are no unbilled
revenues, which will not be billed. Insurance coverage is
obtained for certain claims under product warranties granted.
Insurance premiums for product warranty coverage are charged to
expense as contract revenue is recognized.

F-72



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##### Table of Contents



THE COFLEXIP STENA OFFSHORE GROUP


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)  (Continued)

The Group also has short-term contracts and
individually insignificant long-term contracts. Revenues from
these contracts are recognized on the completed-contract method
since the Groups financial position and results of
operations do not vary significantly from those, which would
result from the use of the percentage-of-completion method.

A contract is considered complete when all
significant costs have been incurred and the installation is
operating according to specifications or has been accepted by
the customer. Prior to contract completion, costs incurred are
included in the balance sheet under Contracts-in-progress and
billings are included under Advance billings on contracts. For
all contracts, provisions are made currently for known and
anticipated losses.



| |                 
| | ----------------
| | Cash equivalents

Cash equivalents consist of short-term
investments with original maturities of less than three months
when acquired. These securities are carried at cost, which
approximates market value.



| |                 
| | ----------------
| | Use of estimates

The preparation of financial statements in
conformity with generally accepted accounting principles
requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those
estimates.



| |            
| | -----------
| | Inventories

Inventories are stated at the lower of cost or
market value with cost determined on the weighted-average basis.



| |                                           
| | ------------------------------------------
| | Property, plant, vessels and
    equipment

Property, plant, vessels and equipment are stated
at cost. Property, plant and equipment used by the Group under
capital lease agreements are recorded in the balance sheet and
in the income statement as if acquired by the Company with a
credit facility.

Property, plant, vessels and equipment are
depreciated on a straight-line basis over the estimated useful
lives of the assets, which are as follows:

|                               |  |  |                 | 
|------------------------------ |  |  | --------------- | 
|Land improvements              |  |  | 5 to 10  years  | 
|Buildings                      |  |  | 15 to 20  years | 
|Vessels                        |  |  | 10 to 25  years | 
|Machinery and equipment        |  |  | 3 to  8  years  | 
|Office furniture and equipment |  |  | 5 to 10  years  | 
|Vehicles                       |  |  | 3 to  5  years  | 

Repairs, maintenance and renewal costs, which do
not materially prolong the useful life of an asset, are expensed
as incurred. Dry-docking expenses on vessels are amortized
evenly over the anticipated period between dry-dockings.



| |                  
| | -----------------
| | Intangible assets

Goodwill, representing the excess of the purchase
price over the fair value of net assets of businesses acquired,
which is being amortized on a straight-line basis over the
economic life, ranging from five to 25 years.

Patents, trademarks and other intangible assets
are depreciated on a straight-line basis over the estimated
useful lives of the assets, ranging from eight to 10 years.

F-73



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##### Table of Contents



THE COFLEXIP STENA OFFSHORE GROUP


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)  (Continued)

Impairment of long-lived assets

Long-lived assets (tangible and intangible assets
including goodwill) are written-down when, as a result of events
or changes in circumstances within the year, it appears that
their recoverable value is less than their carrying value.

Research and development

Research and development costs are expensed as
incurred.

Government grants

The Group receives government research grants,
which are repayable; in the event the related research project
proves to be successful. These research grants are recognized in
income when the research project has been determined to be
unsuccessful and conditions necessary for their receipt have
been met. Grants received for research projects whose outcome
has yet to be determined are reported as other long-term
liabilities.

Income taxes

The Group computes taxes on income in accordance
with the tax rules and regulations of the taxing authorities
where the income is earned. The Group provides for deferred
income taxes on temporary differences between financial and tax
reporting using the liability method under which deferred taxes
are calculated applying currently legislated tax rates in effect
when the temporary differences will reverse.

The Group does not provide for deferred taxes on
the undistributed earnings of its subsidiaries as these earnings
are considered to be indefinitely reinvested or would not be
taxed when remitted. Valuation allowances are recorded against
deferred tax assets when it is more likely than not that some
portion or all of the deferred tax assets will not be realized.

Accrued liabilities and provisions

The Group did not elect for early application of
Règlement 2000-6 from the French
Comité de la Réglementation Comptable
relating to the accounting for accrued liabilities and
provisions.

Pension plans

Pension contributions prescribed by local laws
are expensed as incurred. As national organizations are
responsible for pension payments, the Group has no additional
liability for these plans.

In France, legislation requires that lump sum
retirement indemnities be paid to employees based upon their
years of service and compensation at retirement. The actuarial
liability of this obligation is included in other long-term
liabilities.

Earnings per share

Basic earnings per share is calculated by
dividing net income by the average number of common shares
outstanding during the year. Diluted earnings per share is
calculated by dividing net income by the average number of
common shares outstanding assuming dilution, the calculation of
which assumes that the average outstanding stock-options are
exercised during the period and the proceeds used by the Group
to purchase shares at the average market price for the period.

F-74



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##### Table of Contents



THE COFLEXIP STENA OFFSHORE GROUP


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)  (Continued)

Financial instruments

All financial instruments held by the Group are
for hedging purposes. The Group does not hold financial
instruments for trading on speculative purposes. All financial
instruments are off balance sheet items and therefore have no
carrying value.

Accordingly gains and losses from changes in fair
values are deferred. Gains or losses upon settlement of
derivative positions when the underlying transaction occurs are
recognized in the income statement or recorded as part of the
underlying asset or liability as appropriate depending on the
circumstances. Excluding certain interest rate swaps, all
financial instruments have initial terms of less than two years
and all underlying transactions are expected to occur within two
years.

Note 2  Acquisitions and
Disposal



| |                                                      
| | -----------------------------------------------------
| | Acquisitions for the year ended
    December 31, 2001

On January 2001, the Group acquired the Aker
Maritime Deepwater Division (CSO Deepwater Division Aker
Maritime) for U.S.$513 million in cash plus the repayment
of U.S.$142 million in current accounts of former
shareholders. The acquisition price is subject to various price
adjustment mechanisms based on the December 31, 2000
consolidated financial statements of the Deepwater Division.
Since the implementation of these price adjustment mechanisms is
still under discussion with the seller, the Company did not
anticipate any favorable outcome of this proceeding in its
consolidated financial statements at December 31, 2001.
Should this procedure reduce the purchase price of the Deepwater
Division, the Group would make a corresponding adjustment to the
balance sheet reflecting the revised acquisition goodwill.

To finance this acquisition, the Group expended
approximately U.S.$285 million of its cash and borrowed
U.S.$370 million in bank debt pursuant to a short-term
credit agreement, which was refinanced in June 2001 with a five
year syndicated credit facility for an amount of
US$350 million.

Unaudited pro
forma financial information

The unaudited pro forma financial information for
2000 is presented for informational purposes only and is not
necessarily indicative of what the financial position or results
of operations of the new Group Coflexip Stena Offshore/ Aker
Maritime Deepwater would have been if these transactions had
occurred at January 1 or December 31, 2000, nor does
it purport to be indicative of future financial position or
results of operations.

The unaudited pro forma financial information has
been prepared in accordance with French GAAP. This data should
has been prepared from and should be read in conjunction with
the audited financial statements of Coflexip Stena Offshore
prepared under French GAAP, which are included in this document.

F-75



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##### Table of Contents



THE COFLEXIP STENA OFFSHORE GROUP


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)  (Continued)

CONSOLIDATED BALANCE SHEETS

|                                                                     |  |                               |           |   |           |  |           |      |  |  |           | 
|-------------------------------------------------------------------- |  | ----------------------------- | --------- | - | --------- |  | --------- | ---- |  |  | --------- | 
|                                                                     |  |                              
|                                                                     |  | Years ended December 31,      |          
|                                                                     |  |                               |          
|                                                                     |  | 2001                          |           |   | Pro-forma |  |           | CSO  | 
|                                                                     |  | Unaudited                     |           |   | 2000      |  |           | 2000 | 
|                                                                     |  |                               |           |   |           |  |           |      | 
|                                                                     |  |                              
|                                                                     |  | (amounts in thousands of EUR, |          
|                                                                     |  | except per Share data)        |          
|ASSETS                                                               |  |                               |           |   |           |  |           |      |  |  |           | 
|Current assets Cash and cash equivalents                             |  |                               | 213,181   |   |           |  | 366,429   |      |  |  | 598,781   | 
|Trade accounts receivable                                            |  |                               | 365,124   |   |           |  | 261,129   |      |  |  | 192,990   | 
|Contracts-in-progress                                                |  |                               | 104,280   |   |           |  | 76,875    |      |  |  | 72,677    | 
|Inventories                                                          |  |                               | 102,859   |   |           |  | 83,897    |      |  |  | 79,816    | 
|Deferred income taxes                                                |  |                               | 39,641    |   |           |  | 33,687    |      |  |  | 32,075    | 
|Prepaid expenses and other current assets                            |  |                               | 86,377    |   |           |  | 85,173    |      |  |  | 64,820    | 
|                                                                     |  |                               |           |   |           |  |           |      | 
|Total current assets                                                 |  |                               | 911,462   |   |           |  | 907,189   |      |  |  | 1,041,159 | 
|                                                                     |  |                               |           |   |           |  |           |      | 
|Investments in and advances to companies under
    the equity method |  |                               |          |   |           |  | 153       |      |  |  |          | 
|Other long-term investments and receivables                          |  |                               | 17,019    |   |           |  | 4,230     |      |  |  | 3,770     | 
|                                                                     |  |                               |           |   |           |  |           |      | 
|Investments and other assets                                         |  |                               | 17,019    |   |           |  | 4,383     |      |  |  | 3,770     | 
|                                                                     |  |                               |           |   |           |  |           |      | 
|Property, plant, vessels and equipment                               |  |                               | 689,129   |   |           |  | 601,990   |      |  |  | 502,240   | 
|                                                                     |  |                               |           |   |           |  |           |      | 
|Intangible assets                                                    |  |                               | 517,400   |   |           |  | 667,983   |      |  |  | 52,024    | 
|                                                                     |  |                               |           |   |           |  |           |      | 
|Total assets                                                         |  |                               | 2,135,010 |   |           |  | 2,181,546 |      |  |  | 1,599,193 | 
|                                                                     |  |                               |           |   |           |  |           |      | 
|LIABILITIES AND SHAREHOLDERS
    EQUITY                             |  |                               |           |   |           |  |           |      |  |  |           | 
|Current liabilities Bank overdrafts                                  |  |                               | 32,768    |   |           |  | 29,117    |      |  |  | 7,623     | 
|Current portion of long-term debt                                    |  |                               | 48,079    |   |           |  | 28,091    |      |  |  | 28,090    | 
|Trade accounts payable                                               |  |                               | 212,257   |   |           |  | 139,607   |      |  |  | 81,430    | 
|Advance billings on contracts                                        |  |                               | 115,357   |   |           |  | 142,257   |      |  |  | 93,433    | 
|Other current liabilities                                            |  |                               | 337,219   |   |           |  | 433,572   |      |  |  | 365,176   | 
|                                                                     |  |                               |           |   |           |  |           |      | 
|Total current liabilities                                            |  |                               | 745,680   |   |           |  | 772,643   |      |  |  | 575,752   | 
|                                                                     |  |                               |           |   |           |  |           |      | 
|Long-term debt                                                       |  |                               | 487,227   |   |           |  | 424,992   |      |  |  | 48,556    | 
|Deferred income taxes                                                |  |                               | 21,066    |   |           |  | 15,268    |      |  |  | 21,099    | 
|Other long-term liabilities                                          |  |                               | 58,316    |   |           |  | 47,786    |      |  |  | 34,757    | 
|                                                                     |  |                               |           |   |           |  |           |      | 
|Total long-term liabilities                                          |  |                               | 566,609   |   |           |  | 488,046   |      |  |  | 104,412   | 
|                                                                     |  |                               |           |   |           |  |           |      | 
|Minority interests                                                   |  |                               | 15,152    |   |           |  | 14,828    |      |  |  | 13,000    | 
|Common stock                                                         |  |                               |           |   |           |  |           |      |  |  |           | 
|EUR 1.60 par value at December 31,
    2001;                         |  |                               |           |   |           |  |           |      |  |  |           | 
|EUR 1.60 par value at December 31,
    2000;                         |  |                               |           |   |           |  |           |      |  |  |           | 
|Authorized and issued:                                               |  |                               |           |   |           |  |           |      |  |  |           | 
|18,862,388 shares at December 31,
    2001;                          |  |                               |           |   |           |  |           |      |  |  |           | 
|18,685,759 shares at December 31,
    2000;                          |  |                               |           |   |           |  |           |      |  |  |           | 
|Additional paid-in capital and treasury stock                        |  |                               | 286,415   |   |           |  | 283,250   |      |  |  | 283,250   | 
|Retained earnings                                                    |  |                               | 517,261   |   |           |  | 316,190   |      |  |  | 316,190   | 
|Net income for the year                                              |  |                               | (105,320  | ) |           |  | 222,697   |      |  |  | 222,697   | 
|Foreign currency translation adjustment                              |  |                               | 79,033    |   |           |  | 53,995    |      |  |  | 53,995    | 
|                                                                     |  |                               |           |   |           |  |           |      | 
|Total shareholders equity                                           |  |                               | 807,569   |   |           |  | 906,029   |      |  |  | 906,029   | 
|                                                                     |  |                               |           |   |           |  |           |      | 
|TOTAL LIABILITIES AND SHAREHOLDERS
    EQUITY                       |  |                               | 2,135,010 |   |           |  | 2,181,546 |      |  |  | 1,599,193 | 
|                                                                     |  |                               |           |   |           |  |           |      | 

F-76



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##### Table of Contents



THE COFLEXIP STENA OFFSHORE GROUP


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)  (Continued)

CONSOLIDATED STATEMENTS OF INCOME

|                                             |  |                          |            |   |           |  |            |      |  |  |           |  
|-------------------------------------------- |  | ------------------------ | ---------- | - | --------- |  | ---------- | ---- |  |  | --------- | -
|                                             |  |                         
|                                             |  | Years ended December 31, |           
|                                             |  |                          |           
|                                             |  | 2001                     |            |   | Pro-forma |  |            | CSO  | 
|                                             |  | Unaudited                |            |   | 2000      |  |            | 2000 | 
|                                             |  |                          |            |   |           |  |            |      | 
|                                             |  |                         
|                                             |  | (amounts in thousands,   |           
|                                             |  | except per share data)   |           
|Net operating revenues                       |  |                          | 1,898,820  |   |           |  | 1,455,032  |      |  |  | 1,064,556 |  
|Cost of operations                           |  |                          | (1,513,044 | ) |           |  | (1,103,812 | )    |  |  | (756,532  | )
|Depreciation and amortization                |  |                          | (274,179   | ) |           |  | (144,275   | )    |  |  | (94,880   | )
|Selling, general and administrative expenses |  |                          | (163,230   | ) |           |  | (172,153   | )    |  |  | (104,291  | )
|                                             |  |                          |            |   |           |  |            |      | 
|OPERATING INCOME                             |  |                          | (51,633    | ) |           |  | 34,791     |      |  |  | 108,853   |  
|                                             |  |                          |            |   |           |  |            |      | 
|Interest and other financial income          |  |                          | 22,255     |   |           |  | 34,596     |      |  |  | 30,660    |  
|Interest and other financial expense         |  |                          | (33,564    | ) |           |  | (39,450    | )    |  |  | (11,745   | )
|Net foreign exchange gains/(losses)          |  |                          | 1,315      |   |           |  | 695        |      |  |  | 695       |  
|Other income                                 |  |                          |           |   |           |  | 11,686     |      |  |  | 10,400    |  
|Capital gain on sale of Caldive              |  |                          |           |   |           |  | 167,400    |      |  |  | 167,400   |  
|Equity income of investees                   |  |                          | (826       | ) |           |  | (535       | )    |  |  | 2,672     |  
|Minority interest                            |  |                          | (98        | ) |           |  | (7,866     | )    |  |  | (401      | )
|                                             |  |                          |            |   |           |  |            |      | 
|INCOME BEFORE INCOME TAXES                   |  |                          | (62,551    | ) |           |  | 202,386    |      |  |  | 308,534   |  
|                                             |  |                          |            |   |           |  |            |      | 
|Income taxes                                 |  |                          | (42,769    | ) |           |  | (58,227    | )    |  |  | (85,837   | )
|                                             |  |                          |            |   |           |  |            |      | 
|NET INCOME                                   |  |                          | (105,320   | ) |           |  | 144,160    |      |  |  | 222,697   |  
|                                             |  |                          |            |   |           |  |            |      | 

The audited financial statements of Aker Maritime
Deepwater at December 31, 2000 are prepared in
U.S. dollars and have been restated in euro using the
average exchange rate of
 1.00 = 0.9215 U.S.$.



| |                       
| | ----------------------
| | Basis for presentation

The unaudited consolidated balance sheet at
December 31, 2000 and the unaudited consolidated income
statement for the year ended December 31, 2000 give effect
to the combination of Coflexip Stena Offshore and the Aker
Maritime Deepwater Division under the purchase method of
accounting. The unaudited consolidated income statement for the
year ended December 31, 2000 has been prepared as if the
acquisition of the Aker Maritime Deepwater Division had occurred
on January 1, 2000. The unaudited consolidated balance
sheet at December 31, 2000 has been prepared as if this
transaction had occurred at December 31, 2000.

Purchase price of the Aker Maritime Deepwater
Division The main pro
forma adjustments are as follows:



| |    |                                                                                                                                                                                                                                                                 
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1. | Residual goodwill of
     566 million
    upon completion of the purchase price allocation.                                                                                                                                                                    
|
| | 2. | Additional
     (18) million
    interest expenses for the year ended December 31, 2000
    relating to the financing and long-term refinancing of this
    transaction, based on a Libor+0.5% interest rate (before income
    tax effect of
     6 million).
|
| | 3. | Pro forma goodwill amortization and depreciation
    resulting from the goodwill allocation on identified assets:
    theses adjustments relate to:                                                                                                             



| |   |                                                                                                                                                                                                                  
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the estimated amortization of the goodwill on the
    Aker Maritime Deepwater Division for the year ended
    December 31, 2000, using the straight-line method over a
    period of 25 years:
     23 millions;
|
| |  | reversal of the goodwill amortization recorded by
    the Aker Maritime Deepwater Division:
     2 millions;                                                                                                    

F-77



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##### Table of Contents



THE COFLEXIP STENA OFFSHORE GROUP


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)  (Continued)



| |   |                                                                                                                                                                                                                                                
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | preliminary estimated additional depreciation of
    revalued identified assets for the year ended December 31,
    2000, computed on a 10 year period:
     5 million,
    not including a
     2 million
    favorable deferred tax income.



| |    |                      
| | -- | ---------------------
| | 4. | Deferred income taxes

Deferred income taxes resulting from the purchase
price allocation on identified assets of the Aker Maritime
Deepwater Division have been determined in accordance with the
geographical location of these assets. The income tax rate used
is 35%. Income taxes relating to the financing costs have been
computed on the basis of the income tax rate applicable in the
United States and in France (35% and 36%, respectively).



| |                                                  
| | -------------------------------------------------
| | Disposal for the year ended
    December 31, 2001

No significant disposal occurred in 2001.

Note 3  Trade accounts
receivable

|                                      |  |                     |         |  
|------------------------------------- |  | ------------------- | ------- | -
|                                      |  | December 31, 2001   |        
|                                      |  | Unaudited           |        
|                                      |  |                     |        
|                                      |  | In thousands of EUR |        
|Trade accounts receivable             |  |                     | 371,267 |  
|Less: allowance for doubtful accounts |  |                     | (6,143  | )
|                                      |  |                     |        
|Trade accounts receivable 
    net   |  |                     | 365,124 |  
|                                      |  |                     |        

The market for the Groups services is the
offshore oil and gas industry, and the Groups customers
consist primarily of major well-established oil and gas
producers.

For all customers, credit is extended based upon
an evaluation of the customers financial condition, and
generally collateral is not required. Credit losses are provided
for in the financial statements and have consistently been
within managements expectations.

The Groups sole customer in Brazil,
Petrobras, is a major oil and gas producing company. Receivables
from Petrobras amounted to EUR 33,269 thousand at
December 31, 2001. Due to the individual significance of
certain long-term contracts, receivables from other customers
may represent a significant portion of trade accounts receivable
at any given time.

Note 4  Contracts-in-progress,
advance billings on contracts

|                                |  |                     |         |         |              |  |         | 
|------------------------------- |  | ------------------- | ------- | ------- | ------------ |  | ------- | 
|                                |  |                     |         | Advance |             
|                                |  | Contracts           |         |         | billings     | 
|                                |  | in Progress         |         |         | on contracts | 
|                                |  |                     |         |         |              | 
|                                |  |                    
|                                |  | In thousands of EUR |        
|December 31, 2001 (Unaudited)   |  |                     |         |         |              |  |         | 
|Percentage of completion method |  |                     | 99,097  |         |              |  | 94,254  | 
|Completed contract method       |  |                     | 5,183   |         |              |  | 21,103  | 
|                                |  |                     |         |         |              | 
|Total                           |  |                     | 104,280 |         |              |  | 115,357 | 
|                                |  |                     |         |         |              | 

F-78



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##### Table of Contents



THE COFLEXIP STENA OFFSHORE GROUP


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)  (Continued)

Note 5  Inventories

|                           |  |                     |         |  
|-------------------------- |  | ------------------- | ------- | -
|                           |  | December 31, 2001   |        
|                           |  | Unaudited           |        
|                           |  |                     |        
|                           |  | In thousands of EUR |        
|Raw materials              |  |                     | 51,180  |  
|Work in progress           |  |                     | 40,072  |  
|Finished goods             |  |                     | 20,942  |  
|Less: valuation allowances |  |                     | (9,335  | )
|                           |  |                     |        
|Net inventories            |  |                     | 102,859 |  
|                           |  |                     |        

Note 6  Investments in and
advances to companies under the equity method

The Group holds no investments accounted for
under the equity method at December 31, 2001.

Note 7  Property, plant,
vessels and equipment

|                                |  |                                                  |           |          |              |  |         |           |            |          |           |  |            |           |         |        |        |  |          |   |  |  |           | 
|------------------------------- |  | ------------------------------------------------ | --------- | -------- | ------------ |  | ------- | --------- | ---------- | -------- | --------- |  | ---------- | --------- | ------- | ------ | ------ |  | -------- | - |  |  | --------- | 
|                                |  |                                                 
|                                |  | For the year ended December 31, 2001 (Unaudited) |          
|                                |  |                                                  |          
|                                |  |                                                  |           | Business |              |  |         |           | Changes in |          |           | 
|                                |  | Balance at                                       |           |          | acquisitions |  |         |           |            | exchange |           |  | Balance at |          
|                                |  | beginning                                        |           |          | and          |  |         | Additions |            |          |           |  | rates and  |           |         | end of |       
|                                |  | of period                                        |           |          | disposals    |  |         | at cost   |            |          | Disposals |  |            | transfers |         |        | period | 
|                                |  |                                                  |           |          |              |  |         |           |            |          |           |  |            |           |         |        |        | 
|                                |  |                                                 
|                                |  | In thousands of EUR                              |          
|Cost                            |  |                                                  |           |          |              |  |         |           |            |          |           |  |            |           |         |        |        |  |          |   |  |  |           | 
|Land                            |  |                                                  | 6,263     |          |              |  | 232     |           |            |          |          |  |            |           |        |        |        |  | 9,526    |   |  |  | 16,021    | 
|Buildings and land improvements |  |                                                  | 83,005    |          |              |  | 57,348  |           |            |          | 3,439     |  |            |           |        |        |        |  | 3,563    |   |  |  | 147,355   | 
|Vessels                         |  |                                                  | 384,338   |          |              |  |        |           |            |          | 117,217   |  |            |           | (311    | )      |        |  | 133,410  |   |  |  | 634,654   | 
|Machinery and equipment         |  |                                                  | 360,391   |          |              |  | 52,910  |           |            |          | 41,958    |  |            |           | (10,183 | )      |        |  | 57,704   |   |  |  | 502,780   | 
|Assets under construction       |  |                                                  | 138,990   |          |              |  | (4,374  | )         |            |          | 13,181    |  |            |           | (4      | )      |        |  | (139,179 | ) |  |  | 8,614     | 
|Other assets                    |  |                                                  | 64,613    |          |              |  | 2,548   |           |            |          | 3,052     |  |            |           | (679    | )      |        |  | (42,598  | ) |  |  | 26,936    | 
|                                |  |                                                  |           |          |              |  |         |           |            |          |           |  |            |           |         |        |        | 
|Total cost                      |  |                                                  | 1,037,600 |          |              |  | 108,664 |           |            |          | 178,847   |  |            |           | (11,177 | )      |        |  | 22,426   |   |  |  | 1,336,360 | 
|                                |  |                                                  |           |          |              |  |         |           |            |          |           |  |            |           |         |        |        | 
|Accumulated depreciation        |  |                                                  |           |          |              |  |         |           |            |          |           |  |            |           |         |        |        |  |          |   |  |  |           | 
|Buildings and land improvements |  |                                                  | 49,839    |          |              |  |        |           |            |          | 10,346    |  |            |           |        |        |        |  | 3,134    |   |  |  | 63,319    | 
|Vessels                         |  |                                                  | 198,381   |          |              |  |        |           |            |          | 37,914    |  |            |           |        |        |        |  | 2,837    |   |  |  | 239,132   | 
|Machinery and equipment         |  |                                                  | 241,368   |          |              |  |        |           |            |          | 42,211    |  |            |           | (4,676  | )      |        |  | 37,648   |   |  |  | 316,551   | 
|Other assets                    |  |                                                  | 45,772    |          |              |  |        |           |            |          | 6,379     |  |            |           | (934    | )      |        |  | (22,988  | ) |  |  | 28,229    | 
|                                |  |                                                  |           |          |              |  |         |           |            |          |           |  |            |           |         |        |        | 
|Total accumulated depreciation  |  |                                                  | 535,360   |          |              |  |        |           |            |          | 96,850    |  |            |           | (5,610  | )      |        |  | 20,631   |   |  |  | 647,231   | 
|                                |  |                                                  |           |          |              |  |         |           |            |          |           |  |            |           |         |        |        | 
|Net book value                  |  |                                                  | 502,240   |          |              |  | 108,664 |           |            |          | 81,997    |  |            |           | (5,567  | )      |        |  | 1,795    |   |  |  | 689,129   | 
|                                |  |                                                  |           |          |              |  |         |           |            |          |           |  |            |           |         |        |        | 

Included above are buildings recorded under
capital leases for a total cost EUR 13,989 thousand at
December 31, 2001 and a net book value of EUR 3,889
thousand at December 31, 2001.

Vessels include capital leases for a total cost
of EUR 133,765 thousand at December 31, 2001 and a net
book value of EUR 18,979 thousand at December 31, 2001.

Machinery and equipment include assets recorded
under capital leases for a total cost of EUR 0 thousand at
December 31, 2001 and a net book value of EUR 0
thousand at December 31, 2001.

Included in cost of operations is an amount of
EUR 25,070 thousand in 2001 representing repairs and
maintenance expense.

F-79



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##### Table of Contents



THE COFLEXIP STENA OFFSHORE GROUP


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)  (Continued)

Note 8  Intangible
assets

|                                                |  |                     |          |  
|----------------------------------------------- |  | ------------------- | -------- | -
|                                                |  | December 31, 2001   |         
|                                                |  | Unaudited           |         
|                                                |  |                     |         
|                                                |  | In thousands of EUR |         
|Goodwill                                        |  |                     | 678,574  |  
|Patents, trademarks and other intangible assets |  |                     | 59,283   |  
|                                                |  |                     |         
|Total                                           |  |                     | 737,857  |  
|Less: accumulated amortization                  |  |                     | (220,457 | )
|Intangible assets  net                         |  |                     | 517,400  |  
|                                                |  |                     |         

On January 2001, the Group completed the
acquisition of the Aker Maritime Deepwater Division (CSO
Deepwater Division Aker Maritime). At December 31, 2001,
the Company recognized a residual goodwill on this acquisition
of  589,967
thousand following its purchase price allocation process under
which an estimated amount of
 51,401
thousand has been allocated to other intangible assets. This
residual goodwill is amortized over 25 years. Amortization
for year ended December 31, 2001 amounts to
 23,583
thousand.

As a result of its analysis on the projected
profitability of the Aker subsidiaries, the Company decided to
record a
 144,769
thousand additional amortization of the goodwill on Aker. This
impairment of assets has been computed using the discounted
future cash flows methodology.

Note 9  Long-Term
Debt

The analysis of long-term debt is presented as
follows:

Analysis of long-term debt by
currency

|                                                                   |  |                     |         |  
|------------------------------------------------------------------ |  | ------------------- | ------- | -
|                                                                   |  | December 31, 2001   |        
|                                                                   |  | Unaudited           |        
|                                                                   |  |                     |        
|                                                                   |  | In thousands of EUR |        
|Euro                                                               |  |                     | 80,692  |  
|U.S. dollar                                                        |  |                     | 432,803 |  
|British Pound                                                      |  |                     | 8,289   |  
|Other currencies                                                   |  |                     | 13,522  |  
|                                                                   |  |                     |        
|Total                                                              |  |                     | 535,306 |  
|                                                                   |  |                     |        
|Less: amounts due within one year (excluded
    convertible notes) |  |                     | (48,079 | )
|                                                                   |  |                     |        
|Long-term debt                                                     |  |                     | 487,227 |  
|                                                                   |  |                     |        

F-80



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##### Table of Contents



THE COFLEXIP STENA OFFSHORE GROUP


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)  (Continued)

Analysis of long-term debt by annual
maturities

|                    |  |                     |         | 
|------------------- |  | ------------------- | ------- | 
|                    |  | December 31, 2001   |        
|                    |  | Unaudited           |        
|                    |  |                     |        
|                    |  | In thousands of EUR |        
|2002                |  |                     | 48,080  | 
|2003                |  |                     | 30,658  | 
|2004                |  |                     | 25,683  | 
|2005                |  |                     | 18,073  | 
|2006                |  |                     | 412,767 | 
|2007 and thereafter |  |                     | 45      | 
|                    |  |                     |        
|Total               |  |                     | 535,306 | 
|                    |  |                     |        

Analysis of long-term debt by interest
rate

|                                                             |  |                     |         | 
|------------------------------------------------------------ |  | ------------------- | ------- | 
|                                                             |  | December 31, 2001   |        
|                                                             |  | Unaudited           |        
|                                                             |  |                     |        
|                                                             |  | In thousands of EUR |        
|Below 7.5%                                                   |  |                     | 135,314 | 
|7.5 to 10%                                                   |  |                     | 5,343   | 
|10% and over                                                 |  |                     | 10,015  | 
|Variable rates (effective rate December 31,
    2001  2.86% |  |                     | 384,634 | 
|                                                             |  |                     |        
|Total                                                        |  |                     | 535,306 | 
|                                                             |  |                     |        

At December 31, 2001, the line item
Below 7.5% includes EUR135,028 thousands of
debts with variable rates. These variable rate debts are covered
by swaps guaranteeing fix rates from 4.53% to 6.37%.

As of December 31, 2001, an amount of
135,028 thousands of euro corresponding to debt with variable
rate swapped at fixed rates ranging from 4.53% to 6.37% (spread
excluded) was included in the line interest rate below
7.5%. This amount included principally an interest swap
concluded in 2001 with a nominal value of USD 109 million
and a maturity date in 2006; such swap was designated as a hedge
of the variable interest rate of a portion of the debt related
to the acquisition of CSO Aker Maritime Deepwater.

The weighted average interest rate on bank
overdrafts was 3.11 % at December 31, 2001 (6.39 % at
December 31, 2000).

Analysis by type of debt

|                          |  |                      |        |  |           |  |         |       |  |  |         | 
|------------------------- |  | -------------------- | ------ |  | --------- |  | ------- | ----- |  |  | ------- | 
|                          |  |                     
|                          |  | At December 31, 2001 |       
|                          |  | Unaudited            |       
|                          |  |                      |       
|                          |  | Secured              |        |  | Unsecured |  |         | Total | 
|                          |  |                      |        |  |           |  |         |       | 
|                          |  |                     
|                          |  | In thousands of EUR  |       
|Capital lease obligations |  |                      | 5,457  |  |           |  |        |       |  |  | 5,457   | 
|Bank                      |  |                      | 32,739 |  |           |  | 488,310 |       |  |  | 521,049 | 
|Other                     |  |                      |       |  |           |  | 8,800   |       |  |  | 8,800   | 
|                          |  |                      |        |  |           |  |         |       | 
|Total                     |  |                      | 38,196 |  |           |  | 497,110 |       |  |  | 535,306 | 
|                          |  |                      |        |  |           |  |         |       | 

In January 2001, the Group completed the
acquisition of the CSO Aker Maritime Deepwater Division for
U.S. $513 million plus the repayment of a debt of
U.S. $142 million. To finance this acquisition, the
Group

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##### Table of Contents



THE COFLEXIP STENA OFFSHORE GROUP


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)  (Continued)

expended approximately U.S.$285 million of
its cash and borrowed U.S.$370 million in bank debt
pursuant to a short-term credit agreement. This short-term
borrowing was refinanced in 2001 with a five year syndicated
credit facility for an amount of US$350 million, fully
reimbursable at maturity on June 26, 2006, and by a
syndicated credit line of US$70 million reimbursable in
5 years. As of December 31, 2001 the syndicated credit
facility of US$350 million has been fully used and
EUR75 million has been drawn down on the credit facility of
US$70 million in order to refinance the remaining
acquisition debt, as well as capital and operating expenditures.

At December 31, 2001, the outstanding amount
due under the facility in place with a syndicate of Banks in
order to finance the Sunrise 2000 represents USD 18,651
thousand. In addition, the Group has also an available USD
7.5 million credit facility for the Sunrise 2000.

At December 31, 2001, obligations under
capital lease agreements of the Group are secured by cash
deposits in an amount of EUR 2,726 thousand and related to the
CSO Wellservicer.

In addition, at December 31, 2001, the Group
had EUR 100,825 thousand of available borrowings under long-term
credit facilities as well as a further EUR 99,568 thousand
available under short-term facilities.

Note 10  Fair values of
financial instruments

It is the policy of the Group to finance the main
strategic investments on a fixed rate basis either directly
through fixed rate based facilities or through interest swap
agreements to hedge the exposure to future increase in interests
rates. All the transactions entered into by the Group are
hedging operations. The Group does not enter into any
speculative transactions.

In certain circumstances, however, and
particularly when interest rates are declining, in order to
optimize its exposition to fluctuations in interest rates, the
Group may accept to keep a portion of its debt at variable rate.
All short term credit lines are however at variable rate. As of
December 31, 2001, the portion of the debt of the Group
with variable interest rate amounted to 384.6 million of
euro.

The strategy of the Group is also to minimize the
exposure to currency fluctuations as soon as contracts are
signed.

In addition, the Group signs multi-currency
contracts in order to optimize the allocation by currency of
contract revenues with its costs structure.

Subsidiaries purchase forward foreign exchange
contracts to hedge the estimated margin on contracts signed in a
currency other than the functional currency of the entity
concerned.

The following methods and assumptions were used
by the company in estimating its fair value disclosures for
financial instruments in accordance with the SFAS No. 107:

Long-term debt:The
fair values of the Groups long-term debt are estimated
using discounted cash flow analyses, based on the Groups
current incremental borrowing rates for similar types of
borrowing arrangements.

Foreign currency exchange contracts:The fair values of the Groups
foreign currency exchange contracts are estimated based on
quoted market prices of comparable contracts, adjusted through
interpolation when necessary for maturity differences.

Short-term debt:The
carrying amount of the Groups borrowings under its
short-term revolving credit agreements approximates their fair
value.

Cash and cash equivalents:The carrying amount reported in the
balance sheet for cash and cash equivalents approximates its
fair value.

Foreign currency exchange contracts and interest
rate swaps are off-balance-sheet hedging instruments and
therefore have no carrying value.

F-82



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##### Table of Contents



THE COFLEXIP STENA OFFSHORE GROUP


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)  (Continued)

Gains and losses related to hedging instruments
are recognized in earnings when the transaction occurs. The
Group does not enter into financial instruments for trading or
speculative purposes.

The carrying amounts and fair values of the
Groups financial instruments are as follows:

|                              |  |                      |         |  |            |  |         |  
|----------------------------- |  | -------------------- | ------- |  | ---------- |  | ------- | -
|                              |  |                     
|                              |  | At December 31, 2001 |        
|                              |  | Unaudited            |        
|                              |  |                      |        
|                              |  | Carrying or          |         |  |           
|                              |  | Notional             |         |  | Estimated  | 
|                              |  | Amount               |         |  | Fair value | 
|                              |  |                      |         |  |            | 
|                              |  |                     
|                              |  | In thousands of EUR  |        
|Balance-sheet instruments     |  |                      |         |  |            |  |         |  
|Long-term debt                |  |                      | 535,306 |  |            |  | 537,455 |  
|Off balance-sheet instruments |  |                      |         |  |            |  |         |  
|Interest rate swaps           |  |                      | 138,314 |  |            |  | 1,752   |  
|Currency forwards             |  |                      | 322,087 |  |            |  | (7,190  | )
|Currency options              |  |                      |        |  |            |  |        |  

Note 11  Income
taxes

The income tax charge taxes consists of:

|                                 |  |              |        |  
|-------------------------------- |  | ------------ | ------ | -
|                                 |  | December 31, |       
|                                 |  | 2001         |       
|                                 |  | Unaudited    |       
|                                 |  |              |       
|                                 |  | In thousands |       
|                                 |  | of EUR       |       
|Current income taxes             |  |              |        |  
|French                           |  |              | 8,060  |  
|Foreign                          |  |              | 32,860 |  
|                                 |  |              |       
|                                 |  |              | 40,920 |  
|                                 |  |              |       
|Deferred income taxes            |  |              |        |  
|French                           |  |              | (2,797 | )
|Foreign                          |  |              | (3,186 | )
|                                 |  |              |       
|Gross deferred taxes             |  |              | (5,983 | )
|                                 |  |              |       
|Deferred tax assets depreciation |  |              | (7,831 | )
|                                 |  |              |       
|Net deferred taxes               |  |              | 1,848  |  
|                                 |  |              |       
|Total                            |  |              | 42,768 |  
|                                 |  |              |       

On the basis of its future expected results, the
Group recorded in 2001 a 7 U.S.$ million depreciation
on deferred income tax assets accounted for by its subsidiaries
in the United States.

Under the law enacted in December 2001, the
French tax rate has decreased from 37.76% to 36.23%. This
decrease applies to income for years ended after
31 December 2000. The impact of this lower percentage is an
increase on current income taxes of EUR 947 thousand.

F-83



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##### Table of Contents



THE COFLEXIP STENA OFFSHORE GROUP


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)  (Continued)

Deferred income taxes result from the tax effect
of temporary differences between the financial reporting and tax
bases of the Groups assets and liabilities. Deferred
income taxes include the following significant components:

|                                           |  |              |        |  
|------------------------------------------ |  | ------------ | ------ | -
|                                           |  | Year ended   |       
|                                           |  | December 31, |       
|                                           |  | 2001         |       
|                                           |  |              |       
|                                           |  | In thousands |       
|                                           |  | of EUR       |       
|Profit in inventory                        |  |              | 476    |  
|Long-term contracts and related provisions |  |              | 9,828  |  
|Net operating loss carry-forward           |  |              | (4,054 | )
|Capital leases                             |  |              | 371    |  
|Other                                      |  |              | (4,773 | )
|                                           |  |              |       
|Deferred income taxes                      |  |              | 1,848  |  
|                                           |  |              |       

The Groups tax expense varies from the
French statutory tax rate as a result of the following factors:

|                                                                                      |  |              |         |  
|------------------------------------------------------------------------------------- |  | ------------ | ------- | -
|                                                                                      |  | Year ended   |        
|                                                                                      |  | December 31, |        
|                                                                                      |  | 2001         |        
|                                                                                      |  | Unaudited    |        
|                                                                                      |  |              |        
|                                                                                      |  | In thousands |        
|                                                                                      |  | of EUR       |        
|Statutory tax rate                                                                    |  |              | (22,426 | )
|Equity income of investees                                                            |  |              | (300    | )
|Non deductible depreciation and amortization
    charge                               |  |              | 61,772  |  
|Deferred taxes depreciation                                                           |  |              | 7,831   |  
|Adjustments for foreign income taxes different
    from the French statutory tax rate |  |              | (10,647 | )
|Other items  net                                                                     |  |              | 6,538   |  
|                                                                                      |  |              |        
|Effective tax                                                                         |  |              | 42,768  |  
|                                                                                      |  |              |        

F-84



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##### Table of Contents



THE COFLEXIP STENA OFFSHORE GROUP


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)  (Continued)

Analysis of the net deferred tax liabilities and
assets is as follows:

|                                                                                      |  |              |         |  
|------------------------------------------------------------------------------------- |  | ------------ | ------- | -
|                                                                                      |  | December 31, |        
|                                                                                      |  | 2001         |        
|                                                                                      |  | Unaudited    |        
|                                                                                      |  |              |        
|                                                                                      |  | In thousands |        
|                                                                                      |  | of EUR       |        
|Gross deferred tax assets                                                             |  |              |         |  
|Profit in inventory                                                                   |  |              | 1,418   |  
|Long-term contracts                                                                   |  |              | 14,707  |  
|Capital leases                                                                        |  |              | 567     |  
|Net operating loss carry-forwards                                                     |  |              | 52,343  |  
|Difference between accumulated depreciation and
    capital allowance on owned assets |  |              | 2,927   |  
|Employee benefit                                                                      |  |              | 2,557   |  
|Other                                                                                 |  |              | 16,838  |  
|                                                                                      |  |              |        
|Gross deferred tax assets                                                             |  |              | 91,357  |  
|                                                                                      |  |              |        
|Less: valuation allowance                                                             |  |              | (23,376 | )
|                                                                                      |  |              |        
|Total deferred tax assets, net                                                        |  |              | 67,981  |  
|                                                                                      |  |              |        
|Deferred tax liabilities                                                              |  |              |         |  
|Difference between accumulated depreciation and
    capital allowance on owned assets |  |              | 36,791  |  
|Capital leases                                                                        |  |              | 4,946   |  
|Long-term contracts                                                                   |  |              | 1,694   |  
|Other                                                                                 |  |              | 5,975   |  
|                                                                                      |  |              |        
|Gross deferred tax liability                                                          |  |              | 49,406  |  
|                                                                                      |  |              |        
|Net deferred tax                                                                      |  |              | 18,575  |  
|                                                                                      |  |              |        
|Reflected on consolidated balance
    sheet                                           |  |              |         |  
|Current deferred tax assets, net                                                      |  |              | 39,641  |  
|Current deferred tax liabilities, net                                                 |  |              | 21,066  |  
|                                                                                      |  |              |        
|Net deferred tax assets
    (liabilities)                                             |  |              | 18,575  |  
|                                                                                      |  |              |        

In accordance with provisions of the French tax
code, effective January 1, 1993, Coflexip S.A. elected to
file a consolidated tax return for French subsidiaries in which
the Group holds an interest of more than 95% from the beginning
of the year.

Beginning January 1, 2002, Coflexip SA and
its French subsidiaries are consolidated in
Technip-Coflexips tax return.

F-85



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##### Table of Contents



THE COFLEXIP STENA OFFSHORE GROUP


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)  (Continued)

Note 12  Other
liabilities

Other current liabilities consist of the
following:

|                                                             |  |              |         | 
|------------------------------------------------------------ |  | ------------ | ------- | 
|                                                             |  | December 31, |        
|                                                             |  | 2001         |        
|                                                             |  | Unaudited    |        
|                                                             |  |              |        
|                                                             |  | In thousands |        
|                                                             |  | of EUR       |        
|Income and other taxes payable and accrued
    payroll costs |  |              | 75,746  | 
|Accrued contract costs and provisions                        |  |              | 139,642 | 
|Accrued payables                                             |  |              | 83,832  | 
|Suppliers of fixed assets                                    |  |              | 6,549   | 
|Other creditors                                              |  |              | 31,450  | 
|                                                             |  |              |        
|Other current liabilities                                    |  |              | 337,219 | 
|                                                             |  |              |        

Other long-term liabilities consist of the
following:

|                                                              |  |              |        | 
|------------------------------------------------------------- |  | ------------ | ------ | 
|                                                              |  | December 31, |       
|                                                              |  | 2001         |       
|                                                              |  | Unaudited    |       
|                                                              |  |              |       
|                                                              |  | In thousands |       
|                                                              |  | of EUR       |       
|Government research grants                                    |  |              | 6,702  | 
|Provision for drydocking                                      |  |              | 14,743 | 
|Employee profit sharing scheme                                |  |              | 7,181  | 
|Retirement indemnities                                        |  |              | 8,760  | 
|Minority interests (reclassified in
    shareholders equity) |  |              |       | 
|Other liabilities                                             |  |              | 20,930 | 
|                                                              |  |              |       
|Other long-term liabilities                                   |  |              | 58,316 | 
|                                                              |  |              |       

Note 13  Common stock and
redeemable notes

Coflexip S.A.s common stock at
December 31, 2001 is made up of 18,862,388 fully paid
ordinary shares, each with a par value of EUR 1.60. In
2001, Coflexips shares of common stock increased as the
result of issuance of 176,629 fully paid ordinary shares
(stock-option exercised), which increased the shares of common
stock of Coflexip SA from EUR 29,897,214.40 to
EUR 30,179,820.80.

F-86



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##### Table of Contents



THE COFLEXIP STENA OFFSHORE GROUP


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)  (Continued)

Stock options

A summary of Coflexips stock option
activity, and related information at December 31, 2001
follows:

|                                |  |            |          |          |           |  |         | 
|------------------------------- |  | ---------- | -------- | -------- | --------- |  | ------- | 
|                                |  |           
|                                |  | 2001       |         
|                                |  | Unaudited  |         
|                                |  |            |         
|                                |  |            |          | Weighted |          
|                                |  |            |          | average  |          
|                                |  |            |          | exercise |          
|                                |  | Number     |          |          | price     | 
|                                |  | of options |          |          | per share | 
|                                |  |            |          |          |           | 
|Outstanding  Beginning of year |  |            | 504,976  |          |           |  | EUR 68  | 
|Granted                         |  |            | 214,415  |          |           |  | EUR 154 | 
|Exercised                       |  |            | (191,829 | )        |           |  | EUR 36  | 
|Forfeited                       |  |            | (18,318  | )        |           |  | EUR 128 | 
|                                |  |            |          |          |           | 
|Outstanding  end of year       |  |            | 509,244  |          |           |  | EUR 114 | 
|                                |  |            |          |          |           | 

In connection with these stock option plans,
Coflexip held 34,415 of its shares at December 31, 2001,
and 49,615 of its shares at December 31, 2000 respectively.

The following table summarizes information
concerning outstanding and exercisable options at
December 31, 2001 (contractual life in year, exercise price
in euros):

|         |  |          |      |  |          |           |        |             |  |  |             |  |  |             |         |  |  |  |         | 
|-------- |  | -------- | ---- |  | -------- | --------- | ------ | ----------- |  |  | ----------- |  |  | ----------- | ------- |  |  |  | ------- | 
|         |  |          |      |  |          | Remaining |        |             |  |  |            
|         |  | Year     |      |  | Exercise |           |        | contractual |  |  | Number      |  |  | Number      |        
|         |  | of grant |      |  | price    |           |        | life        |  |  | outstanding |  |  | exercisable |        
|         |  |          |      |  |          |           |        |             |  |  |             |  |  |             |        
|Plan 9.2 |  |          | 1997 |  |          |           | 47.35  |             |  |  | 5.43        |  |  |             | 67,043  |  |  |  | 67,043  | 
|Plan 9.3 |  |          | 1998 |  |          |           | 123.70 |             |  |  | 6.43        |  |  |             | 117,950 |  |  |  | 117,950 | 
|Plan 10  |  |          | 1999 |  |          |           | 76.61  |             |  |  | 7.95        |  |  |             | 121,336 |  |  |  | 121,336 | 
|Plan 11  |  |          | 2001 |  |          |           | 154.27 |             |  |  | 9.22        |  |  |             | 202,915 |  |  |  |        | 

Stock-options generally vest from two years from
the date of grant. The weighted average remaining contractual
life of those options is 7.8 years.

F-87



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##### Table of Contents



THE COFLEXIP STENA OFFSHORE GROUP


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)  (Continued)

Note 14  Earnings Per
Share

The following table sets forth the computation of
basic and diluted earnings (loss) per share:

|                                                                                                                         |  |              |            |  
|------------------------------------------------------------------------------------------------------------------------ |  | ------------ | ---------- | -
|                                                                                                                         |  | 2001         |           
|                                                                                                                         |  | Unaudited    |           
|                                                                                                                         |  |              |           
|                                                                                                                         |  | In thousands |           
|                                                                                                                         |  | of EUR       |           
|Numerator:                                                                                                               |  |              |            |  
|Numerator for basic earnings per
    share  Net income available to common stockholders                                 |  |              | (105,320   | )
|                                                                                                                         |  |              |           
|Numerator for diluted earnings per
    share  Net income available to common stockholders
    after assumed conversions |  |              | (105,320   | )
|Denominator:                                                                                                             |  |              |            |  
|Denominator for basic earnings per share in
    circulation                                                             |  |              |            |  
|Weighted-average shares                                                                                                  |  |              | 18,767,950 |  
|Effect of dilutive securities:                                                                                           |  |              |            |  
|Stock options                                                                                                            |  |              | 221,367    |  
|                                                                                                                         |  |              |           
|Dilutive potential common shares                                                                                         |  |              | 221,367    |  
|                                                                                                                         |  |              |           
|Denominator for diluted earnings (loss) per
    share  Adjusted weighted-average shares and assumed
    conversions     |  |              | 18,989,317 |  
|                                                                                                                         |  |              |           
|Basic Earnings per share in circulation (in Euros)                                                                       |  |              | (5.61      | )
|                                                                                                                         |  |              |           
|Diluted Earnings per share in circulation (in
    Euros)(*)                                                              |  |              | (5.61      | )
|                                                                                                                         |  |              |           



---



|    |                                                                                                                                                     
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------
|(*) | As a consequence of the 2001 loss, basic and
    diluted earnings per share are similar as the exercise of stock
    options would be anti-dilutive.

Note 15  Research and
Development

Included in other operating expenses is net
research and development expense as follows:

|                                       |  |              |        |  
|-------------------------------------- |  | ------------ | ------ | -
|                                       |  | 2001         |       
|                                       |  | Unaudited    |       
|                                       |  |              |       
|                                       |  | In thousands |       
|                                       |  | of EUR       |       
|Research and development expenditures  |  |              | 19,938 |  
|Government grants recognized in income |  |              | (116   | )
|                                       |  |              |       
|Net research and development expense   |  |              | 19,822 |  
|                                       |  |              |       

F-88



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##### Table of Contents



THE COFLEXIP STENA OFFSHORE GROUP


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)  (Continued)

Note 16  Personnel
(unaudited)

The number of personnel employed by Coflexip S.A.
and consolidated subsidiaries during the year was as follows:

|                         |  |           |       | 
|------------------------ |  | --------- | ----- | 
|                         |  | 2001      |      
|                         |  | Unaudited |      
|                         |  |           |      
|France                   |  |           | 888   | 
|Brazil                   |  |           | 722   | 
|United States of America |  |           | 1,741 | 
|United Kingdom           |  |           | 2,565 | 
|Finland                  |  |           | 890   | 
|Norway                   |  |           | 147   | 
|Africa                   |  |           | 98    | 
|Asia Pacific             |  |           | 278   | 
|                         |  |           |      
|Total                    |  |           | 7,329 | 
|                         |  |           |      

The number of employees includes the
sub-contracted workforce for 1,497 in 2001.

Note 17  Analysis by
Geographic Zone



| |                                                       
| | ------------------------------------------------------
| | Disclosures about segments and related
    information

Effective, January 1, 1998, the Group
adopted Financial Accounting Standard Boards Statement of
Financial Accounting Standards No 131, Disclosures about
Segments of an Enterprise and Related Information. Reportable
segments derive their revenue from the manufacture of offshore
flexible pipes used for the transportation of oil and gas,
integrated offshore construction services, installation of
flexible and rigid pipes, inspection, repair and maintenance
services, installation of Floating Production Storage and
Offloading systems (FPSOs), manufacture of ROVs that support
subsea construction activities.

The Group has five reportable segments: North
Sea, Brazil, Asia Pacific, Aker Division and Rest of World. The
Group evaluates and manages performance on a project by project
basis, from manufacturing step to selling step. The analysis of
the performance of each reportable segment is based on the
EBITDA (earnings before interests and taxes from operations
before depreciation and amortization and before corporate
allocations) of the projects sold in each geographic area.

The accounting policies of the reportable
segments are the same as those described in the summary of
significant accounting policies. As assets are not managed on a
segment basis for internal purposes, no information is provided
about segment assets and amortisation expenses. Interest expense
and income and income taxes are reviewed at group level; no
disclosure is reported by segment.

One customer accounted for 15% of net operating
revenues in 2001. In 2001, two other customers accounted for 12%
and 9% of net operating revenues, respectively.



| |                                                                           
| | --------------------------------------------------------------------------
| | Measurement of segment profit or loss by
    location of management units:

The following tables present net operating
revenues, EBITDA (Earnings Before Interests, Taxes and
Depreciation and Amortization), and operating income.

F-89



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##### Table of Contents



THE COFLEXIP STENA OFFSHORE GROUP


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)  (Continued)

Operating income represents net operating
revenues and other operating income less operating costs and
expenses of the geographic zone or industry segment excluding
general corporate expenses. General corporate expenses include
group management, financing and marketing activities, as well as
research and development.

|                                 |  |                                                         |         |      |        |  |         |         |         |  |        |  |  |              |         |   |              |  |         |       |  |  |         |   |  |  |           |  
|-------------------------------- |  | ------------------------------------------------------- | ------- | ---- | ------ |  | ------- | ------- | ------- |  | ------ |  |  | ------------ | ------- | - | ------------ |  | ------- | ----- |  |  | ------- | - |  |  | --------- | -
|                                 |  |                                                        
|                                 |  | For the year ended and at December 31, 2001 (Unaudited) |        
|                                 |  |                                                         |        
|                                 |  |                                                         |         | Asia |        |  |         |         | Rest of |  |        |  |  | Consolidated |        
|                                 |  | North Sea                                               |         |      | Brazil |  |         | Pacific |         |  | Aker   |  |  | World        |         |   | Eliminations |  |         | Total | 
|                                 |  |                                                         |         |      |        |  |         |         |         |  |        |  |  |              |         |   |              |  |         |       | 
|                                 |  |                                                        
|                                 |  | In thousands of EUR                                     |        
|Revenues from external customers |  |                                                         | 619,981 |      |        |  | 176,282 |         |         |  | 78,154 |  |  |              | 660,977 |   |              |  | 363,425 |       |  |  |        |   |  |  | 1,898,820 |  
|Intersegment revenues            |  |                                                         | 24,211  |      |        |  |        |         |         |  | 1,420  |  |  |              |        |   |              |  | 3,878   |       |  |  | (29,509 | ) |  |  |          |  
|                                 |  |                                                         |         |      |        |  |         |         |         |  |        |  |  |              |         |   |              |  |         |       | 
|Total Revenues                   |  |                                                         | 644,192 |      |        |  | 176,282 |         |         |  | 79,574 |  |  |              | 660,977 |   |              |  | 367,303 |       |  |  | (29,509 | ) |  |  | 1,898,820 |  
|                                 |  |                                                         |         |      |        |  |         |         |         |  |        |  |  |              |         |   |              |  |         |       | 
|Segment Profit and Loss EBITDA   |  |                                                         | 154,124 |      |        |  | 62,116  |         |         |  | 19,299 |  |  |              | (3,036  | ) |              |  | 40,676  |       |  |  |         |   |  |  | 273,179   |  
|                                 |  |                                                         |         |      |        |  |         |         |         |  |        |  |  |              |         |   |              |  |         |       | 
|General Corporate Expenses       |  |                                                         |         |      |        |  |         |         |         |  |        |  |  |              |         |   |              |  |         |       |  |  |         |   |  |  | (50,633   | )
|                                 |  |                                                         |         |      |        |  |         |         |         |  |        |  |  |              |         |   |              |  |         |       | 
|Segment Profit and Loss EBITDA   |  |                                                         |         |      |        |  |         |         |         |  |        |  |  |              |         |   |              |  |         |       |  |  |         |   |  |  | 222,546   |  
|                                 |  |                                                         |         |      |        |  |         |         |         |  |        |  |  |              |         |   |              |  |         |       | 
|Depreciation                     |  |                                                         |         |      |        |  |         |         |         |  |        |  |  |              |         |   |              |  |         |       |  |  |         |   |  |  | (274,179  | )
|                                 |  |                                                         |         |      |        |  |         |         |         |  |        |  |  |              |         |   |              |  |         |       | 
|Operating income                 |  |                                                         |         |      |        |  |         |         |         |  |        |  |  |              |         |   |              |  |         |       |  |  |         |   |  |  | (51,633   | )
|                                 |  |                                                         |         |      |        |  |         |         |         |  |        |  |  |              |         |   |              |  |         |       | 



| |                                                                     
| | --------------------------------------------------------------------
| | Measurement of segment profit or loss by
    location of subsidiary:

The following table presents net operating
revenues, operating income and identifiable assets by
geographical zone (by location of subsidiary):

|                                     |  |                                                         |           |      |           |  |           |        |  |  |         |              |  |       |        |  |              |  |         |       |  |  |          |   |  |  |           |  
|------------------------------------ |  | ------------------------------------------------------- | --------- | ---- | --------- |  | --------- | ------ |  |  | ------- | ------------ |  | ----- | ------ |  | ------------ |  | ------- | ----- |  |  | -------- | - |  |  | --------- | -
|                                     |  |                                                        
|                                     |  | For the year ended and at December 31, 2001 (Unaudited) |          
|                                     |  |                                                         |          
|                                     |  |                                                         |           | Asia |           |  | Rest of   |        |  |  |         | Consolidated | 
|                                     |  | France                                                  |           |      | North Sea |  |           | Brazil |  |  | Pacific |              |  | World |        |  | Eliminations |  |         | Total | 
|                                     |  |                                                         |           |      |           |  |           |        |  |  |         |              |  |       |        |  |              |  |         |       | 
|                                     |  |                                                        
|                                     |  | In thousands of EUR                                     |          
|Revenues from unaffiliated customers |  |                                                         | 201,082   |      |           |  | 858,503   |        |  |  | 85,668  |              |  |       | 65,305 |  |              |  | 688,262 |       |  |  |          |   |  |  | 1,898,820 |  
|Revenues between geographic zones    |  |                                                         | 79,842    |      |           |  | 184,325   |        |  |  | 4,882   |              |  |       | 1,536  |  |              |  | 33,376  |       |  |  | (303,961 | ) |  |  |           |  
|                                     |  |                                                         |           |      |           |  |           |        |  |  |         |              |  |       |        |  |              |  |         |       | 
|Net operating revenues               |  |                                                         | 280,924   |      |           |  | 1,042,828 |        |  |  | 90,550  |              |  |       | 66,841 |  |              |  | 721,638 |       |  |  | (303,961 | ) |  |  | 1,898,820 |  
|                                     |  |                                                         |           |      |           |  |           |        |  |  |         |              |  |       |        |  |              |  |         |       | 
|Operating income                     |  |                                                         |           |      |           |  |           |        |  |  |         |              |  |       |        |  |              |  |         |       |  |  |          |   |  |  |           |  
|(before corporate expenses)          |  |                                                         | 41,885    |      |           |  | (70,026   | )      |  |  | 9,338   |              |  |       | 29,975 |  |              |  | (12,172 | )     |  |  |          |   |  |  | (1,000    | )
|General corporate expenses           |  |                                                         |           |      |           |  |           |        |  |  |         |              |  |       |        |  |              |  |         |       |  |  |          |   |  |  | (50,633   | )
|                                     |  |                                                         |           |      |           |  |           |        |  |  |         |              |  |       |        |  |              |  |         |       | 
|Operating income                     |  |                                                         |           |      |           |  |           |        |  |  |         |              |  |       |        |  |              |  |         |       |  |  |          |   |  |  | (51,633   | )
|                                     |  |                                                         |           |      |           |  |           |        |  |  |         |              |  |       |        |  |              |  |         |       | 
|Tangible assets                      |  |                                                         | 1,174,408 |      |           |  | 374,883   |        |  |  | 124,060 |              |  |       | 28,836 |  |              |  | 432,823 |       |  |  |          |   |  |  | 2,135,010 |  
|                                     |  |                                                         |           |      |           |  |           |        |  |  |         |              |  |       |        |  |              |  |         |       | 

Note 18  Commitments and
contingencies



| |                                                   
| | --------------------------------------------------
| | Performance guarantees and contract
    warranties

Contract performance guaranteed by the Group by
way of bank guarantees amounted to EUR 135,092 thousands at
December 31, 2001.

The total warranties directly issued by the Group
on commercial contracts amounted to EUR 1,361,041 thousands
at December 31, 2001.

F-90



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THE COFLEXIP STENA OFFSHORE GROUP


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)  (Continued)



| |       
| | ------
| | Leases

The Group leases office space, machinery, vessels
and equipment, data processing equipment, vehicles and other
items of personal property under leases expiring at various
dates during the next ten years. Management expects that, in the
normal course of business, leases that expire will be renewed or
replaced by other leases.



| |       
| | ------
| | Rental

Rental expense in 2001 was EUR 37,332
thousand (including rental expenses of vessels for a total
amount of EUR 17,621 thousand).

At December 31, 2001, minimum rental
commitments under all capital leases and operating leases for
future years are as follows:

|                                                |  |                     |        |   |           |  |         | 
|----------------------------------------------- |  | ------------------- | ------ | - | --------- |  | ------- | 
|                                                |  | Capital             |        |   | Operating | 
|                                                |  | leases              |        |   | leases    | 
|                                                |  |                     |        |   |           | 
|                                                |  |                    
|                                                |  | In thousands of EUR |       
|2002                                            |  |                     | 1,830  |   |           |  | 37,343  | 
|2003                                            |  |                     | 1,866  |   |           |  | 35,258  | 
|2004                                            |  |                     | 1,867  |   |           |  | 25,266  | 
|2005                                            |  |                     | 952    |   |           |  | 23,215  | 
|2006                                            |  |                     |        |   |           |  | 20,503  | 
|2007 and thereafter                             |  |                     |        |   |           |  | 51,310  | 
|                                                |  |                     |        |   |           | 
|Total minimum lease payments                    |  |                     | 6,515  |   |           |  | 192,895 | 
|Less: amounts representing interest             |  |                     | (1,101 | ) |           |  |        | 
|                                                |  |                     |        |   |           | 
|Present value of net minimum lease
    payments |  |                     | 5,414  |   |           |  |        | 
|                                                |  |                     |        |   |           | 

During 2001, no new capital lease obligation was
incurred.



| |                                                      
| | -----------------------------------------------------
| | Legal proceedings, claims and other
    contingencies

The Group entered in negotiations with Petrobras
in early 1999 regarding certain commercial disputes related to
the financial crisis affecting Brazil, and which concern,
notably, the application of dollar indexation clauses in local
supply contracts.

The operating income has been favorably impacted
in 1999 up to EUR 19.1 million by the positive conclusion
of certain of these commercial negotiations with Petrobras.

The Group is involved in various claims from
customers and legal proceedings. These cases are, in the opinion
of management, ordinary routine matters incidental to the normal
business conducted by the Group. These claims have been provided
for under accrued contract costs and provisions (see
note 12) when a loss is considered probable and can be
reasonably estimated.

Acquisition by Coflexip of the Aker Maritime ASA
Deepwater Division: following this acquisition, Coflexip
notified Aker Maritime, that under the price adjustment
provisions of the Share Purchase Agreement, it was entitled to a
U.S.$136.7 million reduction in the purchase price of the
Deepwater Division. In accordance with the price adjustment
mechanisms stipulated in the contract, an independent auditor
will assess this claim before it is finalized. At
December 31, 2001, the selection of the auditor is the
subject of an arbitral proceeding between Aker Maritime and
Coflexip. Coflexip expects to conclude this arbitral proceeding
during fiscal year 2002. Should this procedure reduce the
purchase price of the Deepwater Division, Coflexip would make a
corresponding adjustment to the balance sheet reflecting the
revised acquisition goodwill.

F-91



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THE COFLEXIP STENA OFFSHORE GROUP


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)  (Continued)

McNulty Offshore (a Coflexips subsidiary
since the acquisition of the Deepwater Division from Aker
Maritime), as a party to an alliance contract entered into in
1996, has been involved in a dispute with a customer relating to
the performance of its contract. The customer filed a
counter-claim with the Court against McNulty Offshore. When
acquiring the Deepwater Division, Coflexip has received specific
warranties on the outcome of this dispute and consequently
believes that it will not incur material liabilities in
connection with these claims for which no provision has been
recorded.

On December 21, 2001, a French company filed
a complaint with the Tribunal de Commerce de Versailles against
Coflexip, Coflexip Stena Offshore Limited and Coflexip Stena
Offshore. The claim alleges that Coflexip breached several
confidentiality agreements. This company also brought an action
in the court in Scotland against Coflexip for infringement of a
patent related to pipe-in-pipe technologies. On the
basis of the available information, Coflexip believes that these
allegations are unfounded and that its exposure is not material.
Consequently, no provision has been recorded in relation to
these actions.

Note 19  Related Party
Transactions

In 1974, Coflexip entered into a licensing
contract with the Institut Français du Pétrole
(IFP), a French research and development
organization which holds a controlling interest in ISIS, a
principal shareholder of Coflexip. Pursuant to the contract, the
Group is entitled to use certain IFP technology and know-how in
exchange for the payment of royalties.

The contract does not expire until Coflexip
ceases to manufacture and sell products based on IFP technology
and know-how. Royalties due to the IFP amounted to
EUR 2,952 thousand in 2001.

The Group purchases certain specialized plastics
required for manufacturing flexible pipe from ATOFINA S.A., a
significant supplier and a 99%-owned subsidiary of TotalFinaElf.
The purchase contract for such plastics was initially entered
into on an arms-length basis and was renewed in 2000 on
arms-length terms. Purchases from ATOFINA S.A. amounted to
EUR 13,967 thousand in 2001.

The Group manufactures flexible pipe and provides
installation services to engineering subsidiaries of Technip,
the main shareholder of Coflexip. Net operating revenues from
these companies amounted to EUR 5,130 thousand in 2001.

At December 2001, Coflexip obtained from
Technip-Coflexip
 75 million
borrowing. Interest expenses related to this borrowing amounted
to  96
thousand in 2001.

Note 20  Customer Backlog
(Unaudited)

The Group had firm unfilled customer orders
(backlog) for its products and services of
approximately EUR 1,887 million at December 31,
2001. An order is generally completed within one to three
calendar years following the year in which it is placed.

Note 21  Subsequent
Events

No significant event occurred as of today.

Note 22  List of principal
consolidated subsidiaries and equity accounted
companies

|                                   |  |               |  |               |                | 
|---------------------------------- |  | ------------- |  | ------------- | -------------- | 
|                                   |  |               |  | Percentage of |               
|                                   |  |               |  | interest in   |               
|Consolidated Companies             |  | Location      |  | consolidation |               
|                                   |  |               |  |               |               
|Coflexip                           |  | Paris, France |  |               | Parent Company | 
|Cofleximmo                         |  | Paris, France |  |               | 100            | 
|Coflexip Stena Offshore Deep Water |  | Paris, France |  |               | 100            | 

F-92



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##### Table of Contents



THE COFLEXIP STENA OFFSHORE GROUP


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)  (Continued)

|                                              |  |                                     |  |               |     | 
|--------------------------------------------- |  | ----------------------------------- |  | ------------- | --- | 
|                                              |  |                                     |  | Percentage of |    
|                                              |  |                                     |  | interest in   |    
|Consolidated Companies                        |  | Location                            |  | consolidation |    
|                                              |  |                                     |  |               |    
|Angoflex                                      |  | Paris, France                       |  |               | 100 | 
|Coflexip Stena Offshore International         |  | Boulogne Billancourt, France        |  |               | 100 | 
|Coflexip Developpement                        |  | Boulogne Billancourt, France        |  |               | 100 | 
|Coflexip Stena Offshore N.V                   |  | Amsterdam, Netherlands              |  |               | 100 | 
|Coflexip Stena Offshore Contracting BV        |  | Amsterdam, Netherlands              |  |               | 100 | 
|Coflexip Stena Offshore Holdings Ltd.         |  | Aberdeen, United Kingdom            |  |               | 100 | 
|Coflexip Stena Offshore Ltd.                  |  | Aberdeen, United Kingdom            |  |               | 100 | 
|Coflexip Stena Offshore Ships One Ltd.        |  | Aberdeen, United Kingdom            |  |               | 100 | 
|Coflexip Stena Offshore Ships Three Ltd.      |  | Aberdeen, United Kingdom            |  |               | 100 | 
|Coflexip U.K. Stena Offshore Holdings Ltd.    |  | Aberdeen, United Kingdom            |  |               | 100 | 
|Coflexip U.K. Ltd.                            |  | Aberdeen, United Kingdom            |  |               | 100 | 
|Perry Slingsby, Ltd.                          |  | Aberdeen, United Kingdom            |  |               | 100 | 
|DUCO Ltd.                                     |  | Newcastle, United Kingdom           |  |               | 100 | 
|Captain Franck Mc Nulty and sons              |  | Aberdeen, United Kingdom            |  |               | 90  | 
|Genesis Oil and Gas Consultants Ltd.          |  | Aberdeen, United Kingdom            |  |               | 100 | 
|Mc Nulty Offshore Ltd.                        |  | Aberdeen, United Kingdom            |  |               | 90  | 
|Coflexip International Norge AS               |  | Oslo, Norway                        |  |               | 100 | 
|Coflexip Stena Offshore Norge AS              |  | Oslo, Norway                        |  |               | 100 | 
|Coflexip Stena Offshore AS                    |  | Lysaker, Norway                     |  |               | 100 | 
|Coflexip Stena Offshore U.S.A. Holding Inc.   |  | Houston, TX, U.S.A                  |  |               | 100 | 
|Coflexip Stena Offshore Services Inc.         |  | Houston, TX, U.S.A                  |  |               | 100 | 
|DUCO Inc.                                     |  | Houston, TX, U.S.A                  |  |               | 100 | 
|Coflexip Maritime Inc.                        |  | Houston, TX, U.S.A                  |  |               | 100 | 
|CSO Aker Maritime Inc.                        |  | Houston, TX, U.S.A                  |  |               | 100 | 
|CSO Aker Engineering Inc.                     |  | Houston, TX, U.S.A                  |  |               | 100 | 
|CSO Aker Marine Contractors Inc.              |  | Houston, TX, U.S.A                  |  |               | 100 | 
|Deep Oil Technology Inc.                      |  | Houston, TX, U.S.A                  |  |               | 50  | 
|Genesis Oil and Consultants Inc.              |  | Houston, TX, U.S.A                  |  |               | 100 | 
|Spars International Inc.                      |  | Houston, TX, U.S.A                  |  |               | 50  | 
|Perry Slingsby, Inc.                          |  | Jupiter, Florida, U.S.A             |  |               | 100 | 
|R.J. Brown Deepwater, Inc.                    |  | Houston, TX, U.S.A                  |  |               | 100 | 
|Coflexip Stena Offshore Newfoundland          |  | St Johns, Newfoundland, Canada     |  |               | 100 | 
|Stena Offshore (Jersey) Ltd.                  |  | Jersey                              |  |               | 100 | 
|Coflexip Stena Offshore (Mauritius) Ltd.      |  | Mauritius                           |  |               | 100 | 
|Flexservice N.V                               |  | Dutch West Indies                   |  |               | 100 | 
|Sunflex Offshore N.V                          |  | Dutch West Indies                   |  |               | 100 | 
|Flexone N.V                                   |  | Dutch West Indies                   |  |               | 100 | 
|Brasflex                                      |  | Rio de Janeiro, Brazil              |  |               | 100 | 
|Brasflex Overseas                             |  | Virgin Islands                      |  |               | 100 | 
|Sea Oil                                       |  | Cayman Islands, British West Indies |  |               | 100 | 
|Flexibras                                     |  | Vitoria, Brazil                     |  |               | 100 | 
|Sigma                                         |  | Vitoria, Brazil                     |  |               | 100 | 
|Marflex                                       |  | Rio de Janeiro, Brazil              |  |               | 100 | 
|Coflexip Stena Offshore Asia Pacific PTY Ltd. |  | Perth, Australia                    |  |               | 100 | 
|Coflexip Stena Offshore PTY Ltd.              |  | Perth, Australia                    |  |               | 100 | 
|Coflexip Stena Offshore Maritime Pty Ltd.     |  | Perth, Australia                    |  |               | 100 | 

F-93



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##### Table of Contents



THE COFLEXIP STENA OFFSHORE GROUP


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)  (Continued)

|                                                           |  |                     |  |               |      | 
|---------------------------------------------------------- |  | ------------------- |  | ------------- | ---- | 
|                                                           |  |                     |  | Percentage of |     
|                                                           |  |                     |  | interest in   |     
|Consolidated Companies                                     |  | Location            |  | consolidation |     
|                                                           |  |                     |  |               |     
|Coflexip Stena Offshore Oil and Gas Pty Ltd.               |  | Perth, Australia    |  |               | 100  | 
|Genesis Oil and Gas Consultants Pty Ltd.                   |  | Perth, Australia    |  |               | 100  | 
|South East Asia Marine Engineering &
    Construction Ltd. |  | Calcutta, India     |  |               | 58.2 | 
|Coflexip Stena Offshore Aker Rauma Inc.                    |  | Finland             |  |               | 100  | 
|Mantyluoto Works OY                                        |  | Finland             |  |               | 100  | 
|PI Rauma OY                                                |  | Finland             |  |               | 50   | 
|CSO Singapour                                              |  | Singapour           |  |               | 100  | 
|Gulf Marine Fabricators Inc.                               |  | Houston, TX, U.S.A. |  |               | 100  | 
|CSO Aker Maritime Pty Ltd.                                 |  | Australia           |  |               | 100  | 

F-94



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##### Table of Contents



THE COFLEXIP STENA OFFSHORE GROUP

REPORT OF INDEPENDENT AUDITORS

To the Board of Directors and Shareholders of
Coflexip, S.A.

We have audited the accompanying consolidated
balance sheets of Coflexip, S.A. and subsidiaries as of
December 31, 2000 and 1999, and the related consolidated
statements of income, shareholders equity and cash flows
for each of the three years in the period ended
December 31, 2000. These financial statements are the
responsibility of the Groups management. Our
responsibility is to express an opinion on these financial
statements based on our audits.

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

In our opinion, based on our audits, the
consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial
position of Coflexip, S.A. and subsidiaries at December 31,
2000 and 1999, and the consolidated results of their operations
and their cash flows for each of the three years in the period
ended December 31, 2000, in conformity with accounting
principles generally accepted in France and in the United States.



| |                    
| | -------------------
| | ERNST & YOUNG AUDIT

Represented by John Mackey

Paris, France

March 21, 2001


F-95



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THE COFLEXIP STENA OFFSHORE GROUP

FINANCIAL HIGHLIGHTS

(in thousands except per share data and number
of employees)


|                                           |  |        |           |  |      |  |           |      |  |  |           |  |  |  |           | 
|------------------------------------------ |  | ------ | --------- |  | ---- |  | --------- | ---- |  |  | --------- |  |  |  | --------- | 
|                                           |  | 2000   |           |  | 2000 |  |           | 1999 |  |  | 1998      | 
|                                           |  |        |           |  |      |  |           |      |  |  |           | 
|                                           |  | USD(1) |           |  | EUR  |  |           | EUR  |  |  | EUR(2)    | 
|INCOME STATEMENT                           |  |        |           |  |      |  |           |      |  |  |           |  |  |  |           | 
|Net operating revenues                     |  |        | 978,753   |  |      |  | 1,064,556 |      |  |  | 1,017,026 |  |  |  | 1,143,681 | 
|Operating income                           |  |        | 100,079   |  |      |  | 108,853   |      |  |  | 136,931   |  |  |  | 149,726   | 
|Income before income taxes                 |  |        | 283,666   |  |      |  | 308,534   |      |  |  | 140,531   |  |  |  | 155,584   | 
|Net income                                 |  |        | 204,748   |  |      |  | 222,697   |      |  |  | 89,610    |  |  |  | 96,558    | 
|Diluted Earnings per share(3)              |  |        | 10.84     |  |      |  | 11.79     |      |  |  | 4.93      |  |  |  | 5.49      | 
|Diluted Earnings per ADS(3)                |  |        | 5.42      |  |      |  | 5.90      |      |  |  | 2.46      |  |  |  | 2.74      | 
|                                           |  |        |           |  |      |  |           |      |  |  |           | 
|BALANCE SHEET                              |  |        |           |  |      |  |           |      |  |  |           |  |  |  |           | 
|Share capital                              |  |        | 27,487    |  |      |  | 29,897    |      |  |  | 29,750    |  |  |  | 24,157    | 
|Shareholders equity                       |  |        | 833,003   |  |      |  | 906,029   |      |  |  | 699,280   |  |  |  | 469,005   | 
|Long-term debt (excluding current portion) |  |        | 44,642    |  |      |  | 48,556    |      |  |  | 61,895    |  |  |  | 132,510   | 
|Total long-term assets                     |  |        | 513,056   |  |      |  | 558,034   |      |  |  | 533,432   |  |  |  | 470,150   | 
|Total assets                               |  |        | 1,470,298 |  |      |  | 1,599,193 |      |  |  | 1,336,010 |  |  |  | 1,127,847 | 
|                                           |  |        |           |  |      |  |           |      |  |  |           | 
|Backlog (unaudited)                        |  |        | 855,961   |  |      |  | 931,000   |      |  |  | 472,000   |  |  |  | 861,000   | 
|Dividend per share                         |  |        | 1.07      |  |      |  | 1.16      |      |  |  | 1.16      |  |  |  | 1.16      | 
|Number of employees(4) (unaudited)         |  |        | 4,214     |  |      |  | 4,214     |      |  |  | 3,829     |  |  |  | 4,039     | 



---



|    |                                                                                                                                                                                                                                                                                                                                
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | U.S. dollar equivalent are provided for
    reader convenience at August 22, 2001 exchange rate of
    EUR 1 = USD 0.9194 (see Note 1 of the
    consolidated statements). No representation is made that the
    French franc or euro could have been, or could be, converted
    into U.S. dollars at this or any other rate.
|   
|(2) | 1998 balances were restated from French francs to
    Euros using the exchange rate as of January 1, 1999:
    EUR 1 = FF 6.55957.                                                                                                                                                                                             
|   
|(3) | On a diluted basis, the average number of shares
    was: 18,891,262 in 2000 (37,782,524 ADS), 18,754,551 in 1999
    (37,509,102 ADS), 18,433,712 (36,867,424 ADS) in 1998.                                                                                                                                                   
|   
|(4) | Includes the sub-contracted workforce (1,462
    persons in 2000, 1,184 persons in 1999 and 1,349 persons in
    1998) (unaudited).                                                                                                                                                                                            

F-96



---



##### Table of Contents



THE COFLEXIP STENA OFFSHORE GROUP

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except per Share
data)


|                                                                              |  |              |           |  |      |  |           |      |  |  |           | 
|----------------------------------------------------------------------------- |  | ------------ | --------- |  | ---- |  | --------- | ---- |  |  | --------- | 
|                                                                              |  |             
|                                                                              |  | December 31, |          
|                                                                              |  |              |          
|                                                                              |  | 2000         |           |  | 2000 |  |           | 1999 | 
|                                                                              |  |              |           |  |      |  |           |      | 
|                                                                              |  | USD(1)       |           |  | EUR  |  |           | EUR  | 
|ASSETS                                                                       
|Current assets                                                                |  |              |           |  |      |  |           |      |  |  |           | 
|Cash and cash equivalents                                                     |  |              | 550,519   |  |      |  | 598,781   |      |  |  | 404,479   | 
|Trade accounts receivable (Note 3)                                            |  |              | 177,435   |  |      |  | 192,990   |      |  |  | 203,573   | 
|Contracts-in-progress (Note 4)                                                |  |              | 66,819    |  |      |  | 72,677    |      |  |  | 66,300    | 
|Inventories (Note 5)                                                          |  |              | 73,383    |  |      |  | 79,816    |      |  |  | 63,338    | 
|Deferred income taxes (Note 11)                                               |  |              | 29,490    |  |      |  | 32,075    |      |  |  | 28,652    | 
|Prepaid expenses and other current assets                                     |  |              | 59,596    |  |      |  | 64,820    |      |  |  | 36,236    | 
|                                                                              |  |              |           |  |      |  |           |      | 
|Total current assets                                                          |  |              | 957,242   |  |      |  | 1,041,159 |      |  |  | 802,578   | 
|                                                                              |  |              |           |  |      |  |           |      | 
|Investments in and advances to companies under
    the equity method (Note 6) |  |              |          |  |      |  |          |      |  |  | 41,288    | 
|Other long-term investments and receivables                                   |  |              | 3,466     |  |      |  | 3,770     |      |  |  | 4,103     | 
|                                                                              |  |              |           |  |      |  |           |      | 
|Investments and other assets                                                  |  |              | 3,466     |  |      |  | 3,770     |      |  |  | 45,391    | 
|                                                                              |  |              |           |  |      |  |           |      | 
|Property, plant, vessels and equipment
    (Note 7)                           |  |              | 461,759   |  |      |  | 502,240   |      |  |  | 438,774   | 
|                                                                              |  |              |           |  |      |  |           |      | 
|Intangible assets (Note 8)                                                    |  |              | 47,831    |  |      |  | 52,024    |      |  |  | 49,267    | 
|                                                                              |  |              |           |  |      |  |           |      | 
|Total assets                                                                  |  |              | 1,470,298 |  |      |  | 1,599,193 |      |  |  | 1,336,010 | 
|                                                                              |  |              |           |  |      |  |           |      | 
|LIABILITIES AND SHAREHOLDERS
    EQUITY                                     
|Current liabilities Bank overdrafts                                           |  |              | 7,009     |  |      |  | 7,623     |      |  |  | 5,767     | 
|Current portion of long-term debt (Note 9)                                    |  |              | 25,826    |  |      |  | 28,090    |      |  |  | 37,477    | 
|Trade accounts payable                                                        |  |              | 74,867    |  |      |  | 81,430    |      |  |  | 75,417    | 
|Advance billings on contracts (Note 4)                                        |  |              | 85,902    |  |      |  | 93,433    |      |  |  | 71,022    | 
|Other current liabilities (Note 12)                                           |  |              | 335,742   |  |      |  | 365,176   |      |  |  | 318,133   | 
|                                                                              |  |              |           |  |      |  |           |      | 
|Total current liabilities                                                     |  |              | 529,346   |  |      |  | 575,752   |      |  |  | 507,816   | 
|                                                                              |  |              |           |  |      |  |           |      | 
|Long-term debt (Note 9)                                                       |  |              | 44,642    |  |      |  | 48,556    |      |  |  | 61,895    | 
|Deferred income taxes (Note 11)                                               |  |              | 19,399    |  |      |  | 21,099    |      |  |  | 27,391    | 
|Other long-term liabilities (Note 12)                                         |  |              | 43,908    |  |      |  | 47,757    |      |  |  | 39,628    | 
|                                                                              |  |              |           |  |      |  |           |      | 
|Total long-term liabilities                                                   |  |              | 107,949   |  |      |  | 117,412   |      |  |  | 128,914   | 
|                                                                              |  |              |           |  |      |  |           |      | 
|Common stock                                                                  |  |              |           |  |      |  |           |      |  |  |           | 
|EUR 1.60 par value at December 31,
    2000;                                  |  |              |           |  |      |  |           |      |  |  |           | 
|EUR 1.60 par value at December 31, 1999
    and                               |  |              |           |  |      |  |           |      |  |  |           | 
|FRF 10 (EUR 1.52) at December 31,
    1998;                                   |  |              |           |  |      |  |           |      |  |  |           | 
|Authorized and issued:                                                        |  |              |           |  |      |  |           |      |  |  |           | 
|18,685,759 shares at December 31,
    2000                                    |  |              |           |  |      |  |           |      |  |  |           | 
|18,593,693 shares at December 31,
    1999;                                   |  |              |           |  |      |  |           |      |  |  |           | 
|15,846,195 shares at December 31, 1998;(Note 13)                              |  |              | 27,487    |  |      |  | 29,897    |      |  |  | 29,750    | 
|Additional paid-in capital and treasury stock                                 |  |              | 260,420   |  |      |  | 283,250   |      |  |  | 281,306   | 
|Retained earnings                                                             |  |              | 290,705   |  |      |  | 316,190   |      |  |  | 246,335   | 
|Net income for the year                                                       |  |              | 204,748   |  |      |  | 222,697   |      |  |  | 89,610    | 
|Foreign currency translation adjustment                                       |  |              | 49,643    |  |      |  | 53,995    |      |  |  | 52,279    | 
|                                                                              |  |              |           |  |      |  |           |      | 
|Total shareholders equity                                                    |  |              | 833,003   |  |      |  | 906,029   |      |  |  | 699,280   | 
|                                                                              |  |              |           |  |      |  |           |      | 
|TOTAL LIABILITIES AND SHAREHOLDERS
    EQUITY                                |  |              | 1,470,298 |  |      |  | 1,599,193 |      |  |  | 1,336,010 | 
|                                                                              |  |              |           |  |      |  |           |      | 






|    |                                                                                                                                                                                                                                                                                                                                
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | U.S. dollar equivalent are provided for
    reader convenience at August 22, 2001 exchange rate of
    EUR 1 = USD 0.9194 (see Note 1 of the
    consolidated statements). No representation is made that the
    French franc or euro could have been, or could be, converted
    into U.S. dollars at this or any other rate.

See notes to consolidated financial statements

F-97



---



##### Table of Contents



THE COFLEXIP STENA OFFSHORE GROUP

CONSOLIDATED STATEMENTS OF INCOME

|                                                                                             |  |                                               |            |   |      |  |            |      |  |  |            |   |  |  |            |  
|-------------------------------------------------------------------------------------------- |  | --------------------------------------------- | ---------- | - | ---- |  | ---------- | ---- |  |  | ---------- | - |  |  | ---------- | -
|                                                                                             |  |                                              
|                                                                                             |  | Years ended December 31,                      |           
|                                                                                             |  |                                               |           
|                                                                                             |  |                                               |            |  
|                                                                                             |  | 2000                                          |            |   | 1999 |  |            | 1998 | 
|                                                                                             |  |                                               |            |   |      |  |            |      | 
|                                                                                             |  | USD(1)                                        |            |   | EUR  |  |            | EUR  |  |  | EUR(2)     |  
|                                                                                             |  |                                              
|                                                                                             |  | (amounts in thousands, except per share data) |           
|Net operating revenues                                                                       |  |                                               | 978,753    |   |      |  | 1,064,556  |      |  |  | 1,017,026  |   |  |  | 1,143,681  |  
|Cost of operations                                                                           |  |                                               | (695,556   | ) |      |  | (756,532   | )    |  |  | (690,026   | ) |  |  | (804,265   | )
|Depreciation and amortization                                                                |  |                                               | (87,233    | ) |      |  | (94,880    | )    |  |  | (84,878    | ) |  |  | (93,781    | )
|Selling, general and administrative expenses                                                 |  |                                               | (95,885    | ) |      |  | (104,291   | )    |  |  | (105,191   | ) |  |  | (95,909    | )
|                                                                                             |  |                                               |            |   |      |  |            |      |  |  |            |  
|OPERATING INCOME                                                                             |  |                                               | 100,079    |   |      |  | 108,853    |      |  |  | 136,931    |   |  |  | 149,726    |  
|                                                                                             |  |                                               |            |   |      |  |            |      |  |  |            |  
|Interest and other financial income                                                          |  |                                               | 28,189     |   |      |  | 30,660     |      |  |  | 21,051     |   |  |  | 17,943     |  
|Interest and other financial expense                                                         |  |                                               | (10,798    | ) |      |  | (11,745    | )    |  |  | (18,071    | ) |  |  | (19,712    | )
|Net foreign exchange gains/(losses)                                                          |  |                                               | 639        |   |      |  | 695        |      |  |  | (2,416     | ) |  |  | 1,270      |  
|Other income                                                                                 |  |                                               | 9,562      |   |      |  | 10,400     |      |  |  |           |   |  |  | 463        |  
|Capital gain on sale of Caldive (Note 2)                                                     |  |                                               | 153,908    |   |      |  | 167,400    |      |  |  |           |   |  |  |           |  
|Equity income of investees (Note 6)                                                          |  |                                               | 2,457      |   |      |  | 2,672      |      |  |  | 2,573      |   |  |  | 5,894      |  
|Minority interest                                                                            |  |                                               | (369       | ) |      |  | (401       | )    |  |  | 463        |   |  |  |           |  
|                                                                                             |  |                                               |            |   |      |  |            |      |  |  |            |  
|INCOME BEFORE INCOME TAXES                                                                   |  |                                               | 283,666    |   |      |  | 308,534    |      |  |  | 140,531    |   |  |  | 155,584    |  
|                                                                                             |  |                                               |            |   |      |  |            |      |  |  |            |  
|Income taxes (Note 11)                                                                       |  |                                               | (78,919    | ) |      |  | (85,837    | )    |  |  | (50,921    | ) |  |  | (59,026    | )
|                                                                                             |  |                                               |            |   |      |  |            |      |  |  |            |  
|NET INCOME                                                                                   |  |                                               | 204,748    |   |      |  | 222,697    |      |  |  | 89,610     |   |  |  | 96,558     |  
|                                                                                             |  |                                               |            |   |      |  |            |      |  |  |            |  
|Earnings per share (see Note 14) in
    circulation:                                         |  |                                               |            |   |      |  |            |      |  |  |            |   |  |  |            |  
| Basic Earnings per share in circulation                                                    |  |                                               | 10.98      |   |      |  | 11.94      |      |  |  | 5.47       |   |  |  | 6.13       |  
| Diluted Earnings per share in circulation                                                  |  |                                               | 10.84      |   |      |  | 11.79      |      |  |  | 4.93       |   |  |  | 5.49       |  
|Average number of shares and share equivalents
    outstanding (see Note 14) in circulation: |  |                                               |            |   |      |  |            |      |  |  |            |   |  |  |            |  
| On common shares                                                                           |  |                                               | 18,645,182 |   |      |  | 18,645,182 |      |  |  | 16,386,682 |   |  |  | 15,751,894 |  
| On a diluted basis                                                                         |  |                                               | 18,891,262 |   |      |  | 18,891,262 |      |  |  | 18,754,551 |   |  |  | 18,433,712 |  






|    |                                                                                                                                                                                                                                                                                                                                 
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | U.S. dollar equivalents are provided for
    reader convenience at August 22, 2001 exchange rate of
    EUR 1 = USD 0.9194 (see Note 1 of the
    consolidated statements). No representation is made that the
    French franc or euro could have been, or could be, converted
    into U.S. dollars at this or any other rate.
|   
|(2) | 1998 balances were restated from French francs to
    Euros using the exchange rate as of January 1, 1999:
    EUR 1 = FF 6.55957.                                                                                                                                                                                              

See notes to consolidated financial statements

F-98



---



##### Table of Contents



THE COFLEXIP STENA OFFSHORE GROUP

CONSOLIDATED STATEMENTS OF SHAREHOLDERS
EQUITY

|                                   |                                |                                                          |            |            |        |  |            |         |  |  |          |             |  |             |        |        |               |  |         |               |  |  |         |        |  |  |         |         | 
|---------------------------------- | ------------------------------ | -------------------------------------------------------- | ---------- | ---------- | ------ |  | ---------- | ------- |  |  | -------- | ----------- |  | ----------- | ------ | ------ | ------------- |  | ------- | ------------- |  |  | ------- | ------ |  |  | ------- | ------- | 
|                                   |                                |                                                          |            |            |        |  |            |         |  |  |          | Accumulated |  |             |       
|                                   |                                | Number                                                   |            |            |        |  | Additional |         |  |  |          |             |  | other       |        |        | Total         | 
|                                   |                                | of shares                                                |            |            | Common |  |            | paid-in |  |  | Treasury |             |  | Retained    |        |        | comprehensive |  |         | shareholders | 
|                                   |                                | issued                                                   |            |            | stock  |  |            | capital |  |  | stock    |             |  | earnings(d) |        |        | income        |  |         | equity        | 
|                                   |                                |                                                          |            |            |        |  |            |         |  |  |          |             |  |             |        |        |               |  |         |               | 
|                                   |                                |                                                         
|                                   |                                | (amounts in thousands of euros, unless stated otherwise) |           
|Balance at January 1, 1998         |                                |                                                          | 15,821,032 |            |        |  | 24,119     |         |  |  | 176,366  |             |  |             | (2,066 | )      |               |  | 187,278 |               |  |  | 25,421  |        |  |  | 411,118 |        
|                                   |                                |                                                          |            |            |        |  |            |         |  |  |          |             |  |             |        |        |               |  |         |               | 
|Comprehensive income:              |                                |                                                          |            |            |        |  |            |         |  |  |          |             |  |             |        |        |               |  |         |               |  |  |         |        |  |  |         |        
|Net income                         |                                |                                                          |           |            |        |  |           |         |  |  |         |             |  |             |       |        |               |  | 96,558  |               |  |  |        |        |  |  | 96,558  |        
|Translation adjustment             |                                |                                                          |           |            |        |  |           |         |  |  |         |             |  |             |       |        |               |  |        |               |  |  | (21,996 | )      |  |  | (21,996 | )      
|                                   |                                |                                                          |            |            |        |  |            |         |  |  |          |             |  |             |        |        |               |  |         |               | 
|Comprehensive income               |                                |                                                          |            |            |        |  |            |         |  |  |          |             |  |             |        |        |               |  |         |               |  |  |         |        |  |  | 74,562  |        
|                                   |                                |                                                          |            |            |        |  |            |         |  |  |          |             |  |             |        |        |               |  |         |               | 
|Treasury stock sold (net)          |                                |                                                          |           |            |        |  |           |         |  |  |         |             |  |             | 591    |        |               |  |        |               |  |  |        |        |  |  | 591     |        
|Effect of share issuance (note 13) |                                |                                                          | 25,163     |            |        |  | 38         |         |  |  | 693      |             |  |             |       |        |               |  |        |               |  |  |        |        |  |  | 731     |        
|Dividends paid(a)                  |                                |                                                          |           |            |        |  |           |         |  |  |         |             |  |             |       |        |               |  | (17,997 | )             |  |  |        |        |  |  | (17,997 | )      
|                                   |                                |                                                          |            |            |        |  |            |         |  |  |          |             |  |             |        |        |               |  |         |               | 
|Balance at December 31, 1998       |                                |                                                          |            |            |        |  |            |         |  |  |          |             |  |             |        |        |               |  |         |               |  |  |         |        |  |  |         |        
|                                   | (thousands of Euros)(e)        |                                                          |            | 15,846,195 |        |  |            | 24,157  |  |  |          | 177,059     |  |             |        | (1,475 | )             |  |         | 265,839       |  |  |         | 3,425  |  |  |         | 469,005 | 
|                                   |                                |                                                          |            |            |        |  |            |         |  |  |          |             |  |             |        |        |               |  |         |               | 
|Comprehensive income:              |                                |                                                          |            |            |        |  |            |         |  |  |          |             |  |             |        |        |               |  |         |               |  |  |         |        |  |  |         |        
|Net income                         |                                |                                                          |            |            |        |  |            |         |  |  |          |             |  |             |        |        |               |  | 89,610  |               |  |  |         |        |  |  | 89,610  |        
|Translation adjustment             |                                |                                                          |            |            |        |  |            |         |  |  |          |             |  |             |        |        |               |  |         |               |  |  | 48,854  |        |  |  | 48,854  |        
|                                   |                                |                                                          |            |            |        |  |            |         |  |  |          |             |  |             |        |        |               |  |         |               | 
|Comprehensive income               |                                |                                                          |            |            |        |  |            |         |  |  |          |             |  |             |        |        |               |  |         |               |  |  |         |        |  |  | 138,464 |        
|                                   |                                |                                                          |            |            |        |  |            |         |  |  |          |             |  |             |        |        |               |  |         |               | 
|Treasury stock sold (net)          |                                |                                                          |            |            |        |  |            |         |  |  |          |             |  |             | 554    |        |               |  |         |               |  |  |         |        |  |  | 554     |        
|Effect of share issuance (note 13) |                                |                                                          | 2,747,498  |            |        |  | 5,593      |         |  |  | 105,168  |             |  |             |        |        |               |  | (1,196  | )             |  |  |         |        |  |  | 109,565 |        
|Dividends paid(b)                  |                                |                                                          |            |            |        |  |            |         |  |  |          |             |  |             |        |        |               |  | (18,308 | )             |  |  |         |        |  |  | (18,308 | )      
|                                   |                                |                                                          |            |            |        |  |            |         |  |  |          |             |  |             |        |        |               |  |         |               | 
|Balance at December 31, 1999       |                                |                                                          |            |            |        |  |            |         |  |  |          |             |  |             |        |        |               |  |         |               |  |  |         |        |  |  |         |        
|                                   | (thousands of Euros)           |                                                          |            | 18,593,693 |        |  |            | 29,750  |  |  |          | 282,227     |  |             |        | (921   | )             |  |         | 335,945       |  |  |         | 52,279 |  |  |         | 699,280 | 
|                                   |                                |                                                          |            |            |        |  |            |         |  |  |          |             |  |             |        |        |               |  |         |               | 
|Comprehensive income:              |                                |                                                          |            |            |        |  |            |         |  |  |          |             |  |             |        |        |               |  |         |               |  |  |         |        |  |  |         |        
|Net income                         |                                |                                                          |            |            |        |  |            |         |  |  |          |             |  |             |        |        |               |  | 222,697 |               |  |  |         |        |  |  | 222,697 |        
|Translation adjustment             |                                |                                                          |            |            |        |  |            |         |  |  |          |             |  |             |        |        |               |  |         |               |  |  | 1,716   |        |  |  | 1,716   |        
|                                   |                                |                                                          |            |            |        |  |            |         |  |  |          |             |  |             |        |        |               |  |         |               | 
|Comprehensive income               |                                |                                                          |            |            |        |  |            |         |  |  |          |             |  |             |        |        |               |  |         |               |  |  |         |        |  |  | 224,413 |        
|                                   |                                |                                                          |            |            |        |  |            |         |  |  |          |             |  |             |        |        |               |  |         |               | 
|Treasury stock sold (net)          |                                |                                                          |            |            |        |  |            |         |  |  |          |             |  |             | 107    |        |               |  |         |               |  |  |         |        |  |  | 107     |        
|                                   |                                |                                                          |            |            |        |  |            |         |  |  |          |             |  |             |        |        |               |  |         |               | 
|Effect of share issuance (note 13) |                                |                                                          | 92,066     |            |        |  | 147        |         |  |  | 1,837    |             |  |             |        |        |               |  | 1,248   |               |  |  |         |        |  |  | 3,232   |        
|Dividends paid(c)                  |                                |                                                          |            |            |        |  |            |         |  |  |          |             |  |             |        |        |               |  | (21,003 | )             |  |  |         |        |  |  | (21,003 | )      
|                                   |                                |                                                          |            |            |        |  |            |         |  |  |          |             |  |             |        |        |               |  |         |               | 
|Balance at December 31, 2000       |                                |                                                          |            |            |        |  |            |         |  |  |          |             |  |             |        |        |               |  |         |               |  |  |         |        |  |  |         |        
|                                   | (thousands of Euros)           |                                                          |            | 18,685,759 |        |  |            | 29,897  |  |  |          | 284,064     |  |             |        | (814   | )             |  |         | 538,887       |  |  |         | 53,995 |  |  |         | 906,029 | 
|                                   |                                |                                                          |            |            |        |  |            |         |  |  |          |             |  |             |        |        |               |  |         |               | 
|Balance at December 31, 2000       |                                |                                                          |            |            |        |  |            |         |  |  |          |             |  |             |        |        |               |  |         |               |  |  |         |        |  |  |         |        
|                                   | (thousands of U.S. dollars)(f) |                                                          |            | 18,685,759 |        |  |            | 27,487  |  |  |          | 261,168     |  |             |        | (748   | )             |  |         | 495,453       |  |  |         | 49,643 |  |  |         | 833,003 | 
|                                   |                                |                                                          |            |            |        |  |            |         |  |  |          |             |  |             |        |        |               |  |         |               | 



---



|    |                                                                                                                                                                                                                               
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | With respect to 1997 financial year, the
    COFLEXIPs Annual Shareholders Meeting held on
    May 27, 1998 decided to pay a cash dividend of
    FRF 7.50 (EUR 1.14337) per share (dividend paid on
    15,740,449 shares).
|   
|(b) | With respect to 1998 financial year, the
    COFLEXIPs Annual Shareholders Meeting held on
    June 2, 1999 decided to pay a cash dividend of
    EUR 1.16 per share (dividend paid on 15,782,873 shares).                  



|    |                                                                                                                                                                                                                                                                                                                                   
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(c) | With respect to 1999 financial year, the
    COFLEXIPs Annual shareholders meeting held on
    May 30, 2000 decided to pay a cash dividend of
    EUR 1.16 per share (dividends paid on 18,087,630 shares at
    EUR 1.16, and on 454,546 shares at EUR 0,04767 due to
    the conversion of redeemable notes in December 1999).



|    |                                                                                                                                                                                                                                                                                                                                
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(d) | Retained earnings include legal and other
    non-distributable reserves in an amount of EUR 3,166
    thousand at December 2000, EUR 2,606 thousand at December
    1999 and EUR 2,603 thousand at December 31, 1998.                                                                                                         
|   
|(e) | 1998 balances were restated from French francs to
    Euros using the exchange rate as of January 1, 1999:
    EUR 1 = FF 6.55957.                                                                                                                                                                                             
|   
|(f) | U.S. dollar equivalent are provided for
    reader convenience at August 22, 2001 exchange rate of
    EUR 1 = USD 0.9194 (see Note 1 of the
    consolidated statements). No representation is made that the
    French franc or euro could have been, or could be, converted
    into U.S. dollars at this or any other rate.

F-99



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##### Table of Contents



THE COFLEXIP STENA OFFSHORE GROUP

CONSOLIDATED STATEMENTS OF CASH
FLOWS

|                                                                                                         |  |                         |          |   |      |  |          |      |  |  |         |   |  |  |         |  
|-------------------------------------------------------------------------------------------------------- |  | ----------------------- | -------- | - | ---- |  | -------- | ---- |  |  | ------- | - |  |  | ------- | -
|                                                                                                         |  |                        
|                                                                                                         |  | Year ended December 31, |         
|                                                                                                         |  |                         |         
|                                                                                                         |  | 2000                    |          |   | 2000 |  |          | 1999 |  |  | 1998    |  
|                                                                                                         |  |                         |          |   |      |  |          |      |  |  |         |  
|                                                                                                         |  | USD(1)                  |          |   | EUR  |  |          | EUR  |  |  | EUR(2)  |  
|                                                                                                         |  |                        
|                                                                                                         |  | (amounts in thousands)  |         
|CASH FLOWS FROM OPERATING ACTIVITIES                                                                     |  |                         |          |   |      |  |          |      |  |  |         |   |  |  |         |  
|Net income                                                                                               |  |                         | 204,748  |   |      |  | 222,697  |      |  |  | 89,610  |   |  |  | 96,558  |  
|Depreciation and amortization                                                                            |  |                         | 87,233   |   |      |  | 94,880   |      |  |  | 84,878  |   |  |  | 78,665  |  
|Depreciation of Australian plant                                                                         |  |                         |         |   |      |  |         |      |  |  |        |   |  |  | 15,116  |  
|(Gain) on sale of assets                                                                                 |  |                         | (9,829   | ) |      |  | (10,691  | )    |  |  | (533    | ) |  |  | (663    | )
|(Gain) on sale of CALDIVEs shares                                                                       |  |                         | (156,195 | ) |      |  | (169,888 | )    |  |  |        |   |  |  |        |  
|Deferred income taxes                                                                                    |  |                         | (9,603   | ) |      |  | (10,445  | )    |  |  | (9,842  | ) |  |  | (4,736  | )
|Minority interest                                                                                        |  |                         | 369      |   |      |  | 401      |      |  |  | (463    | ) |  |  |        |  
|Equity income of investees                                                                               |  |                         | (2,457   | ) |      |  | (2,672   | )    |  |  | (2,573  | ) |  |  | (5,894  | )
|Increase/(decrease) in other long-term liabilities                                                       |  |                         | 6,941    |   |      |  | 7,550    |      |  |  | (2,056  | ) |  |  | 4,765   |  
|Increase/ decrease in operating assets and
    liabilities (net of effect from acquisition of business): |  |                         |          |   |      |  |          |      |  |  |         |   |  |  |         |  
|Decrease/(increase) in trade accounts receivable                                                         |  |                         | 10,135   |   |      |  | 11,023   |      |  |  | 8,643   |   |  |  | (7,533  | )
|Net decrease/(increase) in contracts-in-progress
    and advance billings on contracts                   |  |                         | 15,001   |   |      |  | 16,316   |      |  |  | 45,905  |   |  |  | 44,078  |  
|(Increase)/decrease in inventories                                                                       |  |                         | (12,399  | ) |      |  | (13,486  | )    |  |  | 8,488   |   |  |  | 4,553   |  
|(Increase)/decrease in prepaid expenses and other
    current assets                                     |  |                         | (26,276  | ) |      |  | (28,580  | )    |  |  | 28,857  |   |  |  | (21,455 | )
|Increase/(decrease) in bank overdrafts                                                                   |  |                         | 1,681    |   |      |  | 1,828    |      |  |  | 7,287   |   |  |  | (41,524 | )
|Increase/(decrease) in trade accounts and notes
    payable                                              |  |                         | 5,729    |   |      |  | 6,231    |      |  |  | (20,128 | ) |  |  | 1,709   |  
|Increase/(decrease) in other current liabilities                                                         |  |                         | 42,055   |   |      |  | 45,742   |      |  |  | (24,121 | ) |  |  | 45,606  |  
|                                                                                                         |  |                         |          |   |      |  |          |      |  |  |         |  
|NET CASH PROVIDED BY OPERATING
    ACTIVITIES                                                            |  |                         | 157,131  |   |      |  | 170,906  |      |  |  | 213,952 |   |  |  | 209,245 |  
|                                                                                                         |  |                         |          |   |      |  |          |      |  |  |         |  
|CASH FLOWS FROM INVESTING ACTIVITIES                                                                     |  |                         |          |   |      |  |          |      |  |  |         |   |  |  |         |  
|Purchases of property, plant, vessels and
    equipment                                                  |  |                         | (136,739 | ) |      |  | (148,726 | )    |  |  | (83,487 | ) |  |  | (65,725 | )
|Cash paid for acquired businesses                                                                        |  |                         | (13,965  | ) |      |  | (15,189  | )    |  |  | (11,480 | ) |  |  |        |  
|Cash of acquired businesses                                                                              |  |                         | 102      |   |      |  | 111      |      |  |  | 547     |   |  |  |        |  
|Net advances repaid by (made to) affiliates                                                              |  |                         |         |   |      |  |         |      |  |  |        |   |  |  | 826     |  
|Acquisitions of other long-term investments and
    additions to long-term receivables                   |  |                         | (847     | ) |      |  | (921     | )    |  |  | (1,520  | ) |  |  | (1,661  | )
|Disposals of other long-term investments and
    collections of long-term receivables                    |  |                         | 291      |   |      |  | 316      |      |  |  | 2,293   |   |  |  | 6,810   |  
|Proceeds from sale of assets                                                                             |  |                         | 14,026   |   |      |  | 15,256   |      |  |  | 1,075   |   |  |  | 2,959   |  
|Proceeds from sale of CALDIVEs shares                                                                   |  |                         | 196,454  |   |      |  | 213,676  |      |  |  |        |   |  |  |        |  
|                                                                                                         |  |                         |          |   |      |  |          |      |  |  |         |  
|NET CASH PROVIDED BY (USED IN) INVESTING
    ACTIVITIES                                                  |  |                         | 59,322   |   |      |  | 64,523   |      |  |  | (92,572 | ) |  |  | (56,791 | )
|                                                                                                         |  |                         |          |   |      |  |          |      |  |  |         |  
|CASH FLOWS FROM FINANCING ACTIVITIES                                                                     |  |                         |          |   |      |  |          |      |  |  |         |   |  |  |         |  
|Repayment of long-term debt                                                                              |  |                         | (36,246  | ) |      |  | (39,423  | )    |  |  | (8,279  | ) |  |  | (25,886 | )
|Issuance of long-term debt                                                                               |  |                         | 11,757   |   |      |  | 12,788   |      |  |  | 40,149  |   |  |  | 10,793  |  
|Increase in common stock                                                                                 |  |                         | 2,972    |   |      |  | 3,232    |      |  |  | 2,190   |   |  |  | 731     |  
|Dividends paid by Coflexip S.A.                                                                          |  |                         | (19,310  | ) |      |  | (21,003  | )    |  |  | (18,308 | ) |  |  | (17,997 | )
|Treasury stock sold                                                                                      |  |                         | 98       |   |      |  | 107      |      |  |  | 554     |   |  |  | 591     |  
|                                                                                                         |  |                         |          |   |      |  |          |      |  |  |         |  
|NET CASH (USED) IN PROVIDED BY FINANCING
    ACTIVITIES                                                  |  |                         | (40,729  | ) |      |  | (44,299  | )    |  |  | 16,306  |   |  |  | (31,768 | )
|                                                                                                         |  |                         |          |   |      |  |          |      |  |  |         |  
|Effects of exchange rate changes on cash                                                                 |  |                         | 2,916    |   |      |  | 3,172    |      |  |  | 23,688  |   |  |  | (16,094 | )
|                                                                                                         |  |                         |          |   |      |  |          |      |  |  |         |  
|NET INCREASE IN CASH AND CASH
    EQUIVALENTS                                                            |  |                         | 178,641  |   |      |  | 194,302  |      |  |  | 161,374 |   |  |  | 104,592 |  
|                                                                                                         |  |                         |          |   |      |  |          |      |  |  |         |  
|Cash and cash equivalents at beginning of year                                                           |  |                         | 371,878  |   |      |  | 404,479  |      |  |  | 243,105 |   |  |  | 138,513 |  
|                                                                                                         |  |                         |          |   |      |  |          |      |  |  |         |  
|CASH AND CASH EQUIVALENTS AT END OF
    YEAR                                                             |  |                         | 550,519  |   |      |  | 598,781  |      |  |  | 404,479 |   |  |  | 243,105 |  
|                                                                                                         |  |                         |          |   |      |  |          |      |  |  |         |  
|Supplemental disclosures of cash flow information:                                                       |  |                         |          |   |      |  |          |      |  |  |         |   |  |  |         |  
|Cash paid during the period for:                                                                         |  |                         |          |   |      |  |          |      |  |  |         |   |  |  |         |  
|Interest                                                                                                 |  |                         | 8,264    |   |      |  | 8,988    |      |  |  | 19,923  |   |  |  | 21,095  |  
|Income taxes                                                                                             |  |                         | 61,268   |   |      |  | 66,639   |      |  |  | 63,331  |   |  |  | 69,936  |  
|                                                                                                         |  |                         |          |   |      |  |          |      |  |  |         |  



---



|    |                                                                                                                                                                                                                                                                                                                                 
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | U.S. dollar equivalents are provided for
    reader convenience at August 22, 2001 exchange rate of
    EUR 1 = USD 0.9194 (see Note 1 of the
    consolidated statements). No representation is made that the
    French franc or euro could have been, or could be, converted
    into U.S. dollars at this or any other rate.
|   
|(2) | 1998 balances were restated from French francs to
    Euros using the exchange rate as of January 1, 1999:
    EUR 1 = FF 6.55957.                                                                                                                                                                                              

See notes to consolidated financial statements

F-100



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##### Table of Contents



THE COFLEXIP STENA OFFSHORE GROUP

NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS

Description of business:

Coflexip Stena Offshore is a subsea oil services
Group providing a wide range of services (project management,
engineering, procurement, subsea pipeline and umbilical laying,
construction and maintenance work) and products (design and
manufacture of flexible pipes, control umbilicals and Remote
Operated Vehicles). Contracts are primarily conducted with oil
and gas producers operating in the North Sea, Brazil, Asia
Pacific and the Rest of the World.

Note 1  Summary of significant
accounting policies

The accounting principles applied by Coflexip,
S.A. (Coflexip) and its subsidiaries (together, the
Group) are in conformity with accounting principles
generally accepted in France and in the United States.



| |                            
| | ---------------------------
| | Principles of consolidation

The consolidated financial statements include the
accounts of Coflexip and all majority-owned subsidiaries.
Investments in which ownership interest ranges from 20% to 50%
and in which the Group exercises significant influence over
operating and financial policies are accounted for using the
equity method. The financial information expressed in
U.S. dollars is presented solely for the convenience of the
reader and is translated from Euros at the noon-buying rate in
New York City for cable transfers in Euros as certified for
customs purposes by the Federal Reserve Bank of New York on
August 22, 2001, which was USD 0.9194 for each EURO.
No representation is made that the French franc or euro could
have been, or could be, converted into U.S. dollars at this
or any other rate.



| |                                                            
| | -----------------------------------------------------------
| | Translation of financial statements of
    foreign entities

Under the Groups accounting policy for
foreign currency translation, each foreign entitys results
are measured in the currency in which that entity primarily
conducts its business (the functional currency). The functional
currency of all the Groups foreign subsidiaries is the
local currency with the exception of subsidiaries operating in
Brazil where the U.S. dollar is the functional currency.

When translating foreign functional currency
financial statements to Euros, year-end exchange rates are
applied to asset and liability accounts, while average annual
rates are applied to income statement accounts. Adjustments
resulting from this process are recorded in a separate component
of shareholders equity.

Transactions denominated in currencies other than
the entitys functional currency are remeasured into the
functional currency using current exchange rates. Gains or
losses from remeasurement are included in income.



| |                       
| | ----------------------
| | Transition to the Euro

On January 1, 1999, with the arrival of the
European Economic and Monetary Union, eleven countries of the
European Union adopted the Euro as their common legal currency.
The Euro is currently used for foreign currency exchanges and
non-cash transactions, although the national currencies will
continue to be legal tender during a transition period until
they are withdrawn on July 1, 2002 at the latest.

In view of the use of the Euro in financial
market transactions, and in order to facilitate analysis of the
Groups financial information, the Group considers that the
Euro is the appropriate currency in which to publish its
consolidated financial statements.

The Consolidated Financial Statements for 1998
and prior years were originally drawn up in French francs, and
those statements, as well as the financial information drawn
from them, have been translated into Euros for purposes of this
document at the rate of FRF 6.55957 = EUR 1.00,
the applicable legal rate established on December 31, 1998.
The Euro did not exist during any of these periods, and the
conversion rate used may not reflect the French franc/Euro
exchange rate that would have applied if the Euro had existed at
such times.

F-101



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##### Table of Contents



THE COFLEXIP STENA OFFSHORE GROUP


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

Although the Groups financial statements
depict the same trends as would have been shown had the
financial statements been prescribed in French francs, they may
not be comparable directly to the financial statements of
companies in other countries which are also presented in Euro.
Prior to the adoption of the Euro, the currencies of other
countries fluctuated as against the French franc. Therefore, for
periods prior to January 1, 1999 a comparison, taking into
account actual fluctuations in exchange rates, of the
Groups financial statements and those of another Group
that had historically used a reporting currency other than the
French franc could appear much different than the same
comparison based on the Groups financial statements and
the financial statements of such other Group as restated in Euro.



| |                 
| | ----------------
| | Cash equivalents

Cash equivalents consist of short-term
investments with original maturities of less than three months
when acquired. These securities are carried at cost, which
approximates market value.



| |                                      
| | -------------------------------------
| | Contracts and revenue
    recognition

The Group recognizes revenues and related costs
of long-term product supply contracts and installation contracts
using the percentage-of-completion method based on the relation
that costs incurred to date bear to estimated total costs.
Revenues include agreed claims for extra work and changes in
contract scope. Revenues that exceed amounts invoiced to
customers under the terms of the contracts are included in
Contracts-in-progress in the balance sheet. Billings that exceed
revenues recognized under percentage-of-completion are included
in Advance billings on contracts.

Most long-term contracts have provisions for
progress payments. Contract price and cost estimates are
reviewed periodically as the work progresses and any revision to
estimates are reflected in income to the extent of the
percentage of contract completion. There are no unbilled
revenues, which will not be billed. Insurance coverage is
obtained for certain claims under product warranties granted.
Insurance premiums for product warranty coverage are charged to
expense as contract revenue is recognized.

The Group also has short-term contracts and
individually insignificant long-term contracts. Revenues from
these contracts are recognized on the completed-contract method
since the Groups financial position and results of
operations do not vary significantly from those, which would
result from the use of the percentage-of-completion method.

A contract is considered complete when all
significant costs have been incurred and the installation is
operating according to specifications or has been accepted by
the customer. Prior to contract completion, costs incurred are
included in the balance sheet under Contracts-in-progress and
billings are included under Advance billings on contracts. For
all contracts, provisions are made currently for known and
anticipated losses.



| |                 
| | ----------------
| | Use of estimates

The preparation of financial statements in
conformity with generally accepted accounting principles
requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those
estimates.



| |            
| | -----------
| | Inventories

Inventories are stated at the lower of cost or
market value with cost determined on the weighted-average basis.

F-102



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##### Table of Contents



THE COFLEXIP STENA OFFSHORE GROUP


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)



| |                                           
| | ------------------------------------------
| | Property, plant, vessels and
    equipment

Property, plant, vessels and equipment are stated
at cost. Property, plant, vessels and equipment are depreciated
on a straight-line basis over the estimated useful lives of the
assets, which are as follows:

|                               |  |  |                 | 
|------------------------------ |  |  | --------------- | 
|Land improvements              |  |  | 5 to 10 years   | 
|Buildings                      |  |  | 15 to 20  years | 
|Vessels                        |  |  | 10 to 15  years | 
|Machinery and equipment        |  |  | 3 to 8 years    | 
|Office furniture and equipment |  |  | 5 to 10 years   | 
|Vehicles                       |  |  | 3 to 5 years    | 

Repairs, maintenance and renewal costs, which do
not materially prolong the useful life of an asset, are expensed
as incurred. Dry-docking expenses on vessels are amortized
evenly over the anticipated period between dry-dockings.



| |                  
| | -----------------
| | Intangible assets

Goodwill, representing the excess of the purchase
price over the fair value of net assets of businesses acquired,
relates principally to the acquisition of Stena Offshore which
is being amortized on a straight-line basis over 20 years.

Impairment of long-lived assets

Long-lived assets (tangible assets including
goodwill) are written-down when, as a result of events or
changes in circumstances within the year, it appears that their
recoverable value is less than their carrying value. Impairment
is determined for each group of autonomous assets by comparing
the undiscounted cash flows they are expected to generate based
upon managements expectations for future economic and
operating conditions. Should the above comparison indicate that
an asset is impaired, the write-down recognized is equivalent to
the difference between the carrying value and estimated future
discounted cash flows.

Research and development

Research and development costs are expensed as
incurred.

Government grants

The Group receives government research grants,
which are repayable; in the event the related research project
proves to be successful. These research grants are recognized in
income when the research project has been determined to be
unsuccessful and conditions necessary for their receipt have
been met. Grants received for research projects whose outcome
has yet to be determined are reported as other long-term
liabilities.

Income taxes

The Group computes taxes on income in accordance
with the tax rules and regulations of the taxing authorities
where the income is earned. The Group provides for deferred
income taxes on temporary differences between financial and tax
reporting using the liability method under which deferred taxes
are calculated applying currently legislated tax rates in effect
when the temporary differences will reverse.

The Group does not provide for deferred taxes on
the undistributed earnings of its subsidiaries as these earnings
are considered to be indefinitely reinvested or would not be
taxed when remitted. Valuation allowances are recorded against
deferred tax assets when it is more likely than not that some
portion or all of the deferred tax assets will not be realized.

F-103



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##### Table of Contents



THE COFLEXIP STENA OFFSHORE GROUP


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

Pension plans

Pension contributions prescribed by local laws
are expensed as incurred. As national organizations are
responsible for pension payments, the Group has no additional
liability for these plans.

In France, legislation requires that lump sum
retirement indemnities be paid to employees based upon their
years of service and compensation at retirement. The actuarial
liability of this obligation is included in other long-term
liabilities.

Earnings per share

Basic earnings per share is calculated by
dividing net income by the average number of common shares
outstanding during the year. Diluted earnings per share is
calculated by dividing net income by the average number of
common shares outstanding assuming dilution, the calculation of
which assumes that the average outstanding stock-options are
exercised during the period and the proceeds used by the Group
to purchase shares at the average market price for the period.

Financial instruments

All financial instruments held by the Group are
for hedging purposes. The Group does not hold financial
instruments for trading on speculative purposes. All financial
instruments are off balance sheet items and therefore have no
carrying value.

Accordingly gains and losses from changes in fair
values are deferred. Gains or losses upon settlement of
derivative positions when the underlying transaction occurs are
recognized in the income statement or recorded as part of the
underlying asset or liability as appropriate depending on the
circumstances. Excluding certain interest rate swaps, all
financial instruments have initial terms of less than two years
and all underlying transactions are expected to occur within two
years.

Stock options

Pursuant to SFAS No 123 Accounting for
Stock-Based Compensation, the Group has elected to follow
Accounting Principles Board Opinion (APB) No 25
Accounting for Stock Issued to Employees and related
interpretations in accounting for its stock options and adopt
the disclosure only provisions of SFAS 123.

Recent accounting pronouncements

In June 1998, the Financial Accounting Standards
Board issued SFAS N. 133, Accounting for Derivative
Instruments and Hedging Activities, which establishes
accounting and reporting standards for derivative instruments
and hedging activities. It requires the Group to recognize all
derivatives as either assets or liabilities in the balance sheet
and measure those instruments at fair value.

It further provides criteria for derivative
instruments to be designated at fair value, cash-flow or foreign
currency hedges, and establishes accounting standards for
reporting changes in the fair value of the derivative
instruments. Upon adoption, the Group will be required to adjust
hedging instruments to fair value in the balance sheet and
recognize the offsetting gains or losses as adjustments to be
reported in net income or other comprehensive income, as
appropriate.

The group will adopt FAS 133 in 2001.
Management does not believe the adoption of SFAS 133 will
have a material effect on the Groups results of operations
or financial position. as presented under U.S. GAAP.

F-104



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##### Table of Contents



THE COFLEXIP STENA OFFSHORE GROUP


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

Note 2  Acquisitions and
Disposal

Acquisitions for the year ended
December 31, 2000

On March 2000, the Group acquired a 100% interest
in Perry Slingsby for a price of EUR 12,748 thousand
(£7,800 thousand). The non allocated goodwill amounts
to EUR 4,872 thousand (£3,041 thousand).

On May 2000, the group acquired a 100% interest
in RJ Brown for a price of EUR 2,397 thousand
(U.S.$2,300 thousand). The non allocated goodwill amounts
to EUR 1,988 thousand (U.S.$1,850 thousand).

These acquisitions were accounted for using the
purchase method of accounting. accordingly, the results of these
companies have been recorded in the Groups consolidated
statements since the date of acquisition.

Disposal for the year ended December 31,
2000

In September 2000, the Group sold its stake
(3,699,788 shares) in CAL DIVE international Inc, a
Houston-based subsea contractor Cal Dive. The Group
recorded a capital gain of EUR 167,4 million before tax and
EUR 128,7 million after tax.

In January 2000, the Group recorded a capital
gain of EUR 10.4 million on the sale of CSO Installer, a
flexible pipe laying vessel.

Acquisitions for the year ended
December 31, 1999

On October 25, 1999, the Group acquired a
49.8 per cent interest in Peerless Shipping &
Oilfield Services Ltd. (PSOS), increasing its ownership to
58.2%, for a price of EUR 11,48 million.

This acquisition was accounted for using the
purchase method of accounting and, accordingly, the results of
this company have been recorded in the Groups consolidated
statements since the date of acquisition.



| |                                                  
| | -------------------------------------------------
| | Disposal for the year ended
    December 31, 1999

No significant disposal has been recorded in 1999.

Note 3  Trade accounts
receivable

|                                      |  |                     |         |   |      |  |         |  
|------------------------------------- |  | ------------------- | ------- | - | ---- |  | ------- | -
|                                      |  |                    
|                                      |  | December 31,        |        
|                                      |  |                     |        
|                                      |  | 2000                |         |   | 1999 | 
|                                      |  |                     |         |   |      | 
|                                      |  |                    
|                                      |  | In thousands of EUR |        
|Trade accounts receivable             |  |                     | 195,908 |   |      |  | 205,330 |  
|Less: allowance for doubtful accounts |  |                     | (2,918  | ) |      |  | (1,757  | )
|                                      |  |                     |         |   |      | 
|Trade accounts receivable 
    net   |  |                     | 192,990 |   |      |  | 203,573 |  
|                                      |  |                     |         |   |      | 

The market for the Groups services is the
offshore oil and gas industry, and the Groups customers
consist primarily of major well-established oil and gas
producers.

For all customers, credit is extended based upon
an evaluation of the customers financial condition, and
generally collateral is not required. Credit losses are provided
for in the financial statements and have consistently been
within managements expectations.

The Groups sole customer in Brazil,
Petrobras, is a major oil and gas producing company. Receivables
from Petrobras amounted to EUR 35,250 thousand at
December 31, 2000, and EUR 28,057 thousand at
December 31, 1999 (EUR 0 of the 2000 balance,
EUR 32,387 thousand of the 1999 balance relating to exports
from France is guaranteed by the French government export agency
COFACE). Due to the individual significance of certain

F-105



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##### Table of Contents



THE COFLEXIP STENA OFFSHORE GROUP


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

long-term contracts, receivables from other
customers may represent a significant portion of trade accounts
receivable at any given time.

Receivables expected to be collected after one
year amounted to EUR 1,064 thousand at December 31,
2000 and EUR 2,311 thousand at December 31, 1999.

Note 4  Contracts-in-progress,
advance billings on contracts

|                                |  |                     |        |         |              |  |        | 
|------------------------------- |  | ------------------- | ------ | ------- | ------------ |  | ------ | 
|                                |  |                     |        | Advance |             
|                                |  | Contracts           |        |         | billings     | 
|                                |  | in Progress         |        |         | on contracts | 
|                                |  |                     |        |         |              | 
|                                |  |                    
|                                |  | In thousands of EUR |       
|December 31, 2000               |  |                     |        |         |              |  |        | 
|Percentage of completion method |  |                     | 68,737 |         |              |  | 85,469 | 
|Completed contract method       |  |                     | 3,940  |         |              |  | 7,964  | 
|                                |  |                     |        |         |              | 
|Total                           |  |                     | 72,677 |         |              |  | 93,433 | 
|                                |  |                     |        |         |              | 
|December 31, 1999               |  |                     |        |         |              |  |        | 
|Percentage of completion method |  |                     | 59,111 |         |              |  | 67,506 | 
|Completed contract method       |  |                     | 7,189  |         |              |  | 3,516  | 
|                                |  |                     |        |         |              | 
|Total                           |  |                     | 66,300 |         |              |  | 71,022 | 
|                                |  |                     |        |         |              | 

Amounts billable over one year were EUR 1,618
thousand as of December 31, 1999 and zero as of
December 31, 2000.

Note 5  Inventories

|                           |  |                     |         |   |      |  |         |  
|-------------------------- |  | ------------------- | ------- | - | ---- |  | ------- | -
|                           |  |                    
|                           |  | December 31,        |        
|                           |  |                     |        
|                           |  | 2000                |         |   | 1999 | 
|                           |  |                     |         |   |      | 
|                           |  |                    
|                           |  | In thousands of EUR |        
|Raw materials              |  |                     | 45,399  |   |      |  | 42,904  |  
|Work in progress           |  |                     | 19,947  |   |      |  | 8,933   |  
|Finished goods             |  |                     | 25,665  |   |      |  | 27,459  |  
|Less: valuation allowances |  |                     | (11,195 | ) |      |  | (15,958 | )
|                           |  |                     |         |   |      | 
|Net inventories            |  |                     | 79,816  |   |      |  | 63,338  |  
|                           |  |                     |         |   |      | 

Note 6  Investments in and
Advances to Companies under the Equity Method

The Group holds no investments accounted for
under the equity method as of December 31, 2000. In
September, The Group sold all of its 3,699,788 shares of common
stock of Cal Dive International Inc and realized a capital gain
of EUR 167.4 million before tax and
EUR 128.7 million after tax.

Investments in and advances to companies under
the Equity method as at December 31, 1999 and 1998
consisted of a 23.6 per cent interest in Cal Dive
(25.5% at December 1999 and 1998), a Houston based subsea
contractor which provides subsea construction and installation
services to the offshore oil and gas industry.

Groups equity in Cal Dives net income
was EUR 2,672 thousand for 2000, EUR 2,573 thousand for 1999 and
EUR 3,852 thousand for 1998.

F-106



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##### Table of Contents



THE COFLEXIP STENA OFFSHORE GROUP


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

Summarized financial information derived from Cal
Dives financial statement was as follows:

|                                               |  |              |          |  
|---------------------------------------------- |  | ------------ | -------- | -
|                                               |  | 1999         |         
|                                               |  |              |         
|                                               |  | In thousands |         
|                                               |  | of EUR       |         
|Financial position:                            |  |              |          |  
|Current assets                                 |  |              | 83,201   |  
|Property, plant, vessels and equipment         |  |              | 134,038  |  
|Other assets                                   |  |              | 21,024   |  
|                                               |  |              |         
|Total assets                                   |  |              | 238,263  |  
|                                               |  |              |         
|Current liabilities                            |  |              | 43,621   |  
|Long term obligations                          |  |              | 194,642  |  
|                                               |  |              |         
|Total liabilities and shareholders
    equity |  |              | 238,263  |  
|                                               |  |              |         
|Results of operations:                         |  |              |          |  
|Net operating revenues                         |  |              | 151,023  |  
|Cost of sales                                  |  |              | (116,071 | )
|                                               |  |              |         
|Net income                                     |  |              | 15,856   |  
|                                               |  |              |         

The carrying value of investments in companies
accounted for using the equity method exceeded the Groups
equity in their net assets by EUR 13,092 thousand at
December 31, 1999. This difference was amortized on a
straight line basis over respectively 6.7 years for the
portion allocated to vessels and 20 years for the
unallocated portion.

No dividends were received from companies
accounted for under equity method in 2000 and 1999.

The market value of our investment in Cal Dive
amounted to EUR 121,992 thousand at December 31, 1999.

F-107



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##### Table of Contents



THE COFLEXIP STENA OFFSHORE GROUP


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

Note 7  Property, plant,
vessels and equipment

|                                |  |                                      |         |  |               |  |       |           |  |            |             |  |                |               |        |        |        |  |         |   |  |  |           | 
|------------------------------- |  | ------------------------------------ | ------- |  | ------------- |  | ----- | --------- |  | ---------- | ----------- |  | -------------- | ------------- | ------ | ------ | ------ |  | ------- | - |  |  | --------- | 
|                                |  |                                     
|                                |  | For the year ended December 31, 2000 |        
|                                |  |                                      |        
|                                |  | Balance at                           |         |  | Business      |  |       |           |  | Changes in |             |  | Balance at     |              
|                                |  | beginning                            |         |  | acquisitions  |  |       | Additions |  |            |             |  | exchange rates |               |        | end of |       
|                                |  | of period                            |         |  | and disposals |  |       | at cost   |  |            | Retirements |  |                | and transfers |        |        | period | 
|                                |  |                                      |         |  |               |  |       |           |  |            |             |  |                |               |        |        |        | 
|                                |  |                                     
|                                |  | In thousands of EUR                  |        
|Cost                            |  |                                      |         |  |               |  |       |           |  |            |             |  |                |               |        |        |        |  |         |   |  |  |           | 
|Land                            |  |                                      | 6,026   |  |               |  |      |           |  |            |            |  |                |               |       |        |        |  | 237     |   |  |  | 6,263     | 
|Buildings and land improvements |  |                                      | 81,394  |  |               |  |      |           |  |            | 1,183       |  |                |               | (5     | )      |        |  | 433     |   |  |  | 83,005    | 
|Vessels                         |  |                                      | 369,017 |  |               |  |      |           |  |            | 13,623      |  |                |               | (631   | )      |        |  | 2,329   |   |  |  | 384,338   | 
|Machinery and equipment         |  |                                      | 326,288 |  |               |  | 3,464 |           |  |            | 17,624      |  |                |               | (2,800 | )      |        |  | 15,815  |   |  |  | 360,391   | 
|Assets under construction       |  |                                      | 52,072  |  |               |  |      |           |  |            | 106,991     |  |                |               | (3,806 | )      |        |  | (16,267 | ) |  |  | 138,990   | 
|Other assets                    |  |                                      | 55,217  |  |               |  | 23    |           |  |            | 10,940      |  |                |               | (2,217 | )      |        |  | 650     |   |  |  | 64,613    | 
|                                |  |                                      |         |  |               |  |       |           |  |            |             |  |                |               |        |        |        | 
|Total cost                      |  |                                      | 890,014 |  |               |  | 3,487 |           |  |            | 150,361     |  |                |               | (9,459 | )      |        |  | 3,197   |   |  |  | 1,037,600 | 
|                                |  |                                      |         |  |               |  |       |           |  |            |             |  |                |               |        |        |        | 
|Accumulated depreciation        |  |                                      |         |  |               |  |       |           |  |            |             |  |                |               |        |        |        |  |         |   |  |  |           | 
|Buildings and land improvements |  |                                      | 39,357  |  |               |  |      |           |  |            | 10,913      |  |                |               | (650   | )      |        |  | 219     |   |  |  | 49,839    | 
|Vessels                         |  |                                      | 159,560 |  |               |  |      |           |  |            | 39,649      |  |                |               | (588   | )      |        |  | (240    | ) |  |  | 198,381   | 
|Machinery and equipment         |  |                                      | 213,938 |  |               |  |      |           |  |            | 31,803      |  |                |               | (2,638 | )      |        |  | (1,735  | ) |  |  | 241,368   | 
|Other assets                    |  |                                      | 38,385  |  |               |  |      |           |  |            | 7,642       |  |                |               | (1,477 | )      |        |  | 1,222   |   |  |  | 45,772    | 
|                                |  |                                      |         |  |               |  |       |           |  |            |             |  |                |               |        |        |        | 
|Total accumulated depreciation  |  |                                      | 451,240 |  |               |  |      |           |  |            | 90,007      |  |                |               | (5,353 | )      |        |  | (534    | ) |  |  | 535,360   | 
|                                |  |                                      |         |  |               |  |       |           |  |            |             |  |                |               |        |        |        | 
|Net book value                  |  |                                      |         |  |               |  |       |           |  |            |             |  |                |               |        |        |        |  |         |   |  |  | 502,240   | 
|                                |  |                                      |         |  |               |  |       |           |  |            |             |  |                |               |        |        |        | 

|                                |  |                                      |         |  |               |  |        |           |  |            |             |  |                |               |         |        |        |  |         |   |  |  |         | 
|------------------------------- |  | ------------------------------------ | ------- |  | ------------- |  | ------ | --------- |  | ---------- | ----------- |  | -------------- | ------------- | ------- | ------ | ------ |  | ------- | - |  |  | ------- | 
|                                |  |                                     
|                                |  | For the year ended December 31, 1999 |        
|                                |  |                                      |        
|                                |  | Balance at                           |         |  | Business      |  |        |           |  | Changes in |             |  | Balance at     |              
|                                |  | beginning                            |         |  | acquisitions  |  |        | Additions |  |            |             |  | exchange rates |               |         | end of |       
|                                |  | of period                            |         |  | and disposals |  |        | at cost   |  |            | Retirements |  |                | and transfers |         |        | period | 
|                                |  |                                      |         |  |               |  |        |           |  |            |             |  |                |               |         |        |        | 
|                                |  |                                     
|                                |  | In thousands of EUR                  |        
|Cost                            |  |                                      |         |  |               |  |        |           |  |            |             |  |                |               |         |        |        |  |         |   |  |  |         | 
|Land                            |  |                                      | 4,966   |  |               |  |        |           |  |            | 667         |  |                |               | (24     | )      |        |  | 417     |   |  |  | 6,026   | 
|Buildings and land improvements |  |                                      | 76,193  |  |               |  | 21     |           |  |            | 2,800       |  |                |               | (2      | )      |        |  | 2,379   |   |  |  | 81,391  | 
|Vessels                         |  |                                      | 291,751 |  |               |  | 32,986 |           |  |            | 9,004       |  |                |               |        |        |        |  | 26,428  |   |  |  | 360,169 | 
|Machinery and equipment         |  |                                      | 271,382 |  |               |  | 4,703  |           |  |            | 12,217      |  |                |               | (8,914  | )      |        |  | 45,888  |   |  |  | 325,276 | 
|Assets under construction       |  |                                      | 23,185  |  |               |  |        |           |  |            | 50,140      |  |                |               | (1,558  | )      |        |  | (19,695 | ) |  |  | 52,072  | 
|Other assets                    |  |                                      | 44,071  |  |               |  | 130    |           |  |            | 10,525      |  |                |               | (6,232  | )      |        |  | 6,636   |   |  |  | 55,130  | 
|                                |  |                                      |         |  |               |  |        |           |  |            |             |  |                |               |         |        |        | 
|Total cost                      |  |                                      | 711,548 |  |               |  | 37,840 |           |  |            | 85,353      |  |                |               | (16,730 | )      |        |  | 62,053  |   |  |  | 880,064 | 
|                                |  |                                      |         |  |               |  |        |           |  |            |             |  |                |               |         |        |        | 
|Accumulated depreciation        |  |                                      |         |  |               |  |        |           |  |            |             |  |                |               |         |        |        |  |         |   |  |  |         | 
|Buildings and land improvements |  |                                      | 34,186  |  |               |  |        |           |  |            | 4,823       |  |                |               |        |        |        |  | 345     |   |  |  | 39,354  | 
|Vessels                         |  |                                      | 107,508 |  |               |  |        |           |  |            | 31,184      |  |                |               | (127    | )      |        |  | 12,147  |   |  |  | 150,712 | 
|Machinery and equipment         |  |                                      | 166,855 |  |               |  |        |           |  |            | 37,278      |  |                |               | (6,090  | )      |        |  | 14,883  |   |  |  | 212,926 | 
|Other assets                    |  |                                      | 31,342  |  |               |  |        |           |  |            | 5,542       |  |                |               | (2,245  | )      |        |  | 3,659   |   |  |  | 38,298  | 
|                                |  |                                      |         |  |               |  |        |           |  |            |             |  |                |               |         |        |        | 
|Total accumulated depreciation  |  |                                      | 339,891 |  |               |  |        |           |  |            | 78,827      |  |                |               | (8,462  | )      |        |  | 31,034  |   |  |  | 441,290 | 
|                                |  |                                      |         |  |               |  |        |           |  |            |             |  |                |               |         |        |        | 
|Net book value                  |  |                                      |         |  |               |  |        |           |  |            |             |  |                |               |         |        |        |  |         |   |  |  | 438,774 | 
|                                |  |                                      |         |  |               |  |        |           |  |            |             |  |                |               |         |        |        | 

Included above are buildings recorded under
capital leases for a total cost EUR 13,989 thousand
at December 31, 2000, and 1999 and a net book value of
EUR 4,347 thousand at December 31, 2000
(EUR 4,804 thousand at December 31, 1999).

F-108



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##### Table of Contents



THE COFLEXIP STENA OFFSHORE GROUP


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

Vessels include capital leases for a total cost
of EUR 129,850 thousand at December 31, 2000
(EUR 126,285 thousand at December 31, 1999) and a
net book value of EUR 4,217 thousand at December 31,
2000 (EUR 27,771 thousand at December 31, 1999).

Machinery and equipment include assets recorded
under capital leases for a total cost of
EUR 4,068 thousand at December 31, 2000
(EUR 7,630 thousand at December 31, 1999) and a net
book value of EUR 0 thousand at December 31, 2000
(EUR 408 thousand at December 31, 1999).

Included in cost of operations is an amount of
EUR 21,148 thousand in 2000 and EUR 19,374 thousand in
1999 representing repairs and maintenance expense.

Due to the uncertain outlook in the oil services
market in Asia-Pacific region, the Group elected in 1998 to
cease production at its flexible pipe plant in Freemantle.
Therefore, the plant was fully depreciated for an amount of
EUR 15.1 million in 1998.

During 2000, the Group determined that certain
industrial assets were impaired based upon current production
levels and market requirements. A comprehensive review of the
assets indicated that the related carrying values were greater
than their estimated future cash flows. Accordingly, during the
year ended December 31, 2000, an impairment loss of EUR
6.0 million was recorded to reflect such assets at their
estimated fair value. Fair value was calculated in accordance
with SFAS 121 on the basis of discounted future cash flows.

A non-recurring charge of EUR 5.2 million in
2000 was recorded on the Flexservice 1 vessel and equipment to
reflect its market value.

Note 8  Intangible
assets

|                                                |  |                     |         |   |      |  |         |  
|----------------------------------------------- |  | ------------------- | ------- | - | ---- |  | ------- | -
|                                                |  |                    
|                                                |  | December 31,        |        
|                                                |  |                     |        
|                                                |  | 2000                |         |   | 1999 | 
|                                                |  |                     |         |   |      | 
|                                                |  |                    
|                                                |  | In thousands of EUR |        
|Goodwill                                        |  |                     | 80,830  |   |      |  | 73,056  |  
|Patents, trademarks and other intangible assets |  |                     | 3,709   |   |      |  | 5,771   |  
|                                                |  |                     |         |   |      | 
|Total                                           |  |                     | 84,539  |   |      |  | 78,827  |  
|Less: accumulated amortization                  |  |                     | (32,515 | ) |      |  | (29,560 | )
|                                                |  |                     |         |   |      | 
|Intangible assets  net                         |  |                     | 52,024  |   |      |  | 49,267  |  
|                                                |  |                     |         |   |      | 

Goodwill is primarily attributable to the
acquisition of Stena Offshore in 1994.

F-109



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##### Table of Contents



THE COFLEXIP STENA OFFSHORE GROUP


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

Note 9  Long-Term
Debt

The analysis of long-term debt is presented as
follows:

Analysis of long-term debt by
currency

|                                                                   |  |                     |         |   |      |  |         |  
|------------------------------------------------------------------ |  | ------------------- | ------- | - | ---- |  | ------- | -
|                                                                   |  |                    
|                                                                   |  | December 31,        |        
|                                                                   |  |                     |        
|                                                                   |  | 2000                |         |   | 1999 | 
|                                                                   |  |                     |         |   |      | 
|                                                                   |  |                    
|                                                                   |  | In thousands of EUR |        
|French franc                                                       |  |                     | 6,822   |   |      |  | 7,969   |  
|U.S. dollar                                                        |  |                     | 46,438  |   |      |  | 59,853  |  
|Pound sterling                                                     |  |                     |        |   |      |  | 6,288   |  
|Australian dollar                                                  |  |                     | 6,917   |   |      |  | 10,686  |  
|Other currencies                                                   |  |                     | 16,469  |   |      |  | 14,576  |  
|                                                                   |  |                     |         |   |      | 
|Total                                                              |  |                     | 76,646  |   |      |  | 99,372  |  
|                                                                   |  |                     |         |   |      | 
|Less: amounts due within one year (excluded
    convertible notes) |  |                     | (28,090 | ) |      |  | (37,477 | )
|                                                                   |  |                     |         |   |      | 
|Long-term debt                                                     |  |                     | 48,556  |   |      |  | 61,895  |  
|                                                                   |  |                     |         |   |      | 

Analysis of long-term debt by annual
maturities

|                    |  |              |        | 
|------------------- |  | ------------ | ------ | 
|                    |  | December 31, |       
|                    |  | 2000         |       
|                    |  |              |       
|                    |  | In thousands |       
|                    |  | of EUR       |       
|2001                |  |              | 28,090 | 
|2002                |  |              | 15,732 | 
|2003                |  |              | 14,473 | 
|2004                |  |              | 12,318 | 
|2005                |  |              | 5,543  | 
|2006 and thereafter |  |              | 490    | 
|                    |  |              |       
|Total               |  |              | 76,646 | 
|                    |  |              |       

Analysis of long-term debt by interest
rate

|                                                                            |  |                     |        |  |      |  |        | 
|--------------------------------------------------------------------------- |  | ------------------- | ------ |  | ---- |  | ------ | 
|                                                                            |  |                    
|                                                                            |  | December 31,        |       
|                                                                            |  |                     |       
|                                                                            |  | 2000                |        |  | 1999 | 
|                                                                            |  |                     |        |  |      | 
|                                                                            |  |                    
|                                                                            |  | In thousands of EUR |       
|Below 7.5%                                                                  |  |                     | 17,079 |  |      |  | 3,359  | 
|7.5 to 10%                                                                  |  |                     | 6,533  |  |      |  | 9,309  | 
|10% and over                                                                |  |                     | 9,739  |  |      |  | 6,725  | 
|Variable rates (effective rate December 31,
    2000  7.88%; 1999  6.98%) |  |                     | 43,295 |  |      |  | 79,979 | 
|                                                                            |  |                     |        |  |      | 
|Total                                                                       |  |                     | 76,646 |  |      |  | 99,372 | 
|                                                                            |  |                     |        |  |      | 

Variable rates are generally based on inter-bank
offered rates in the currency concerned. In 1999, under the
variable rates line are some debts in an amount of EUR 24,885
thousand at December 31, 1999 that have been hedged at
rates, excluding margin, ranging from 5.79% to 6.37%. At
December 31, 2000, this amount of EUR 16,120 thousand
has been reclassified in fixed rates under 7.5%.

F-110



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##### Table of Contents



THE COFLEXIP STENA OFFSHORE GROUP


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

The weighted average interest rate on bank
overdrafts was 6.39% at December 31, 2000 (7.94% at
December 31, 1999).

Analysis by type of debt

|                          |  |                     |        |  |           |  |        |       |  |  |         |  |  |           |        |  |       |  |       |  |  |  |        | 
|------------------------- |  | ------------------- | ------ |  | --------- |  | ------ | ----- |  |  | ------- |  |  | --------- | ------ |  | ----- |  | ----- |  |  |  | ------ | 
|                          |  |                    
|                          |  | At December 31,     |       
|                          |  |                     |       
|                          |  |                     |        | 
|                          |  | 2000                |        |  | 1999      | 
|                          |  |                     |        |  |           | 
|                          |  | Secured             |        |  | Unsecured |  |        | Total |  |  | Secured |  |  | Unsecured |        |  | Total | 
|                          |  |                     |        |  |           |  |        |       |  |  |         |  |  |           |        |  |       | 
|                          |  |                    
|                          |  | In thousands of EUR |       
|Capital lease obligations |  |                     | 6,663  |  |           |  |       |       |  |  | 6,663   |  |  |           | 13,901 |  |       |  |      |  |  |  | 13,901 | 
|Bank                      |  |                     | 53,411 |  |           |  | 14,696 |       |  |  | 68,107  |  |  |           | 76,616 |  |       |  | 8,855 |  |  |  | 85,471 | 
|Other                     |  |                     |       |  |           |  | 1,876  |       |  |  | 1,876   |  |  |           |       |  |       |  |      |  |  |  |       | 
|                          |  |                     |        |  |           |  |        |       |  |  |         |  |  |           |        |  |       | 
|Total                     |  |                     | 60,074 |  |           |  | 16,572 |       |  |  | 76,646  |  |  |           | 90,517 |  |       |  | 8,855 |  |  |  | 99,372 | 
|                          |  |                     |        |  |           |  |        |       |  |  |         |  |  |           |        |  |       | 

At December 31, 2000, the outstanding amount
due under the facility in place with a syndicate of Banks in
order to finance the Sunrise 2000 represents USD 23,672
thousand (USD 29,665 thousand at December 31, 1999).

In addition, the amount outstanding under the USD
10 million credit facility added in 1999 to finance the
upgrade of the Sunrise 2000 amounts to USD 8 million.

At December 31, 2000, the outstanding amount
due under the facility set up with a syndicate of Banks to
finance the Australian plant amounted to AUD 11,600 (AUD 16,480
thousand at December 31, 1999).

In 2000, the Group refinanced part of its
existing debt in India with a bank through INR 450 million
facility secured by the SEAMEC 1 and SEAMEC 2 vessels. At
December 31, 2000, the outstanding amount due under this
facility represents INR 250 million.

At December 31, 2000, obligations under
capital lease agreements of the Group are secured by cash
deposits in an amount of EUR 2,523 thousand (EUR 2,425 thousand
at December 31, 1999) and related to the CSO
Wellservicer. These cash deposits are included in
other long-term investments and receivables.

In addition, at December 31, 2000, the Group
had EUR 75,006 thousand of available borrowings under long-term
credit facilities as well as a further EUR 100,226 thousand
available under short-term facilities.

Note 10  Fair values of
financial instruments

It is the policy of the Group to finance the main
strategic investments on a fixed rate basis either directly
through fixed rate based facilities or through interest swap
agreements to hedge the exposure to future increase in interests
rates. All the transactions entered into by the Group are
hedging operations. The Group does not enter into any
speculative transactions.

The strategy of the Group is also to minimize the
exposure to currency fluctuations as soon as contracts are
signed.

In addition, the Group signs multi-currency
contracts in order to optimize the allocation by currency of
contract revenues with its costs structure.

Subsidiaries purchase forward foreign exchange
contracts to hedge the estimated margin on contracts signed in a
currency other than the functional currency of the entity
concerned.

The following methods and assumptions were used
by the company in estimating its fair value disclosures for
financial instruments:

F-111



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##### Table of Contents



THE COFLEXIP STENA OFFSHORE GROUP


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

Long-term debt:The
fair values of the Groups long-term debt are estimated
using discounted cash flow analyses, based on the Groups
current incremental borrowing rates for similar types of
borrowing arrangements.

Foreign currency exchange contracts:The fair values of the Groups
foreign currency exchange contracts are estimated based on
quoted market prices of comparable contracts, adjusted through
interpolation when necessary for maturity differences.

Short-term debt:The
carrying amount of the Groups borrowings under its
short-term revolving credit agreements approximates their fair
value.

Cash and cash equivalents:The carrying amount reported in the
balance sheet for cash and cash equivalents approximates its
fair value.

Foreign currency exchange contracts and interest
rate swaps are off-balance-sheet hedging instruments and
therefore have no carrying value.

Gains and losses related to hedging instruments
are recognized in earnings when the transaction occurs. The
Group does not enter into financial instruments for trading or
speculative purposes.

The carrying amounts and fair values of the
Groups financial instruments are as follows:

|                              |  |                     |         |  |            |  |             |          |  |  |            |  |  |  |         |  
|----------------------------- |  | ------------------- | ------- |  | ---------- |  | ----------- | -------- |  |  | ---------- |  |  |  | ------- | -
|                              |  |                    
|                              |  | at December 31,     |        
|                              |  |                     |        
|                              |  |                     |         | 
|                              |  | 2000                |         |  | 1999       | 
|                              |  |                     |         |  |            | 
|                              |  | Carrying or         |         |  |            |  | Carrying or |          |  | 
|                              |  | Notional            |         |  | Estimated  |  |             | Notional |  |  | Estimated  | 
|                              |  | Amount              |         |  | Fair value |  |             | Amount   |  |  | Fair value | 
|                              |  |                     |         |  |            |  |             |          |  |  |            | 
|                              |  |                    
|                              |  | In thousands of EUR |        
|Balance-sheet instruments     |  |                     |         |  |            |  |             |          |  |  |            |  |  |  |         |  
|Long-term debt                |  |                     | 76,646  |  |            |  | 77,260      |          |  |  | 99,372     |  |  |  | 100,180 |  
|Off balance-sheet instruments |  |                     |         |  |            |  |             |          |  |  |            |  |  |  |         |  
|Interest rate swaps           |  |                     | 16,120  |  |            |  | 26          |          |  |  | 44,058     |  |  |  | (3      | )
|Currency forwards             |  |                     | 178,677 |  |            |  | 6,171       |          |  |  | 201,110    |  |  |  | 3,641   |  
|Currency options              |  |                     | 17,195  |  |            |  | 128         |          |  |  |           |  |  |  |        |  

Note 11  Income
taxes

The provision for income taxes consists of:

|                      |  |                         |         |   |      |  |        |      |  |  |        |  
|--------------------- |  | ----------------------- | ------- | - | ---- |  | ------ | ---- |  |  | ------ | -
|                      |  |                        
|                      |  | Year ended December 31, |        
|                      |  |                         |        
|                      |  | 2000                    |         |   | 1999 |  |        | 1998 | 
|                      |  |                         |         |   |      |  |        |      | 
|                      |  |                        
|                      |  | In thousands of EUR     |        
|Current income taxes  |  |                         |         |   |      |  |        |      |  |  |        |  
|French                |  |                         | 46,935  |   |      |  | 15,385 |      |  |  | 13,337 |  
|Foreign               |  |                         | 49,347  |   |      |  | 45,378 |      |  |  | 50,425 |  
|                      |  |                         |         |   |      |  |        |      | 
|                      |  |                         | 96,282  |   |      |  | 60,763 |      |  |  | 63,762 |  
|                      |  |                         |         |   |      |  |        |      | 
|Deferred income taxes |  |                         |         |   |      |  |        |      |  |  |        |  
|French                |  |                         | 2,757   |   |      |  | (3,024 | )    |  |  | 746    |  
|Foreign               |  |                         | (13,202 | ) |      |  | (6,818 | )    |  |  | (5,482 | )
|                      |  |                         |         |   |      |  |        |      | 
|                      |  |                         | (10,445 | ) |      |  | (9,842 | )    |  |  | (4,736 | )
|                      |  |                         |         |   |      |  |        |      | 
|Total                 |  |                         | 85,837  |   |      |  | 50,921 |      |  |  | 59,026 |  
|                      |  |                         |         |   |      |  |        |      | 

F-112



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##### Table of Contents



THE COFLEXIP STENA OFFSHORE GROUP


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

Under the law enacted in December 2000, the
French tax rate has decreased from 40% to 37.76%. This decrease
applies to income for years ended after 31 December 1999.
The impact of this lower percentage is a decrease on current
taxes of EUR 496 thousand.

Deferred income taxes result from the tax effect
of temporary differences between the financial reporting and tax
bases of the Groups assets and liabilities. Deferred
income taxes comprise the following significant components:

|                                           |  |                         |         |   |      |  |        |      |  |  |        |  
|------------------------------------------ |  | ----------------------- | ------- | - | ---- |  | ------ | ---- |  |  | ------ | -
|                                           |  |                        
|                                           |  | Year ended December 31, |        
|                                           |  |                         |        
|                                           |  | 2000                    |         |   | 1999 |  |        | 1998 | 
|                                           |  |                         |         |   |      |  |        |      | 
|                                           |  |                        
|                                           |  | In thousands of EUR     |        
|Profit in inventory                        |  |                         | 2,296   |   |      |  | (403   | )    |  |  | (1,322 | )
|Long-term contracts and related provisions |  |                         | (4,021  | ) |      |  | (9,131 | )    |  |  | (1,630 | )
|Net operating loss carry-forward           |  |                         | (5,207  | ) |      |  | (937   | )    |  |  | 1,055  |  
|Capital leases                             |  |                         | 220     |   |      |  | 1,107  |      |  |  | 2,352  |  
|Other                                      |  |                         | (3,733  | ) |      |  | (478   | )    |  |  | (5,191 | )
|                                           |  |                         |         |   |      |  |        |      | 
|Deferred income taxes                      |  |                         | (10,445 | ) |      |  | (9,842 | )    |  |  | (4,736 | )
|                                           |  |                         |         |   |      |  |        |      | 

The Groups tax expense varies from the
French statutory tax rate as a result of the following factors:

|                                                                                      |  |                         |         |   |      |  |         |      |  |  |         |  
|------------------------------------------------------------------------------------- |  | ----------------------- | ------- | - | ---- |  | ------- | ---- |  |  | ------- | -
|                                                                                      |  |                        
|                                                                                      |  | Year ended December 31, |        
|                                                                                      |  |                         |        
|                                                                                      |  | 2000                    |         |   | 1999 |  |         | 1998 | 
|                                                                                      |  |                         |         |   |      |  |         |      | 
|                                                                                      |  |                        
|                                                                                      |  | In thousands of EUR     |        
|Statutory tax rate(1)                                                                 |  |                         | 116,502 |   |      |  | 56,212  |      |  |  | 64,832  |  
|Equity income of investees                                                            |  |                         | (1,009  | ) |      |  | (1,029  | )    |  |  | (2,456  | )
|Non deductible depreciation and amortization
    charge                               |  |                         | 4,682   |   |      |  | 4,205   |      |  |  | 4,741   |  
|Adjustments for foreign income taxes different
    from the French statutory tax rate |  |                         | (7,549  | ) |      |  | (10,934 | )    |  |  | (14,740 | )
|Sale of Cal Dives shares at a reduced tax
    rate                                   |  |                         | (24,510 | ) |      |  |        |      |  |  |        |  
|Effect of the cease of operations in the
    Australian plant                         |  |                         | (893    | ) |      |  | (2,058  | )    |  |  | 9,117   |  
|Other items  net                                                                     |  |                         | (1,386  | ) |      |  | 4,525   |      |  |  | (2,468  | )
|                                                                                      |  |                         |         |   |      |  |         |      | 
|Effective tax                                                                         |  |                         | 85,837  |   |      |  | 50,921  |      |  |  | 59,026  |  
|                                                                                      |  |                         |         |   |      |  |         |      | 



---



|    |                                                                                                                                     
|--- | ------------------------------------------------------------------------------------------------------------------------------------
|(1) | The statutory tax rate in France was 37.76% at
    December 31, 2000 (40% at December 31, 1999 and 41.67%
    at December 31, 1998).

F-113



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##### Table of Contents



THE COFLEXIP STENA OFFSHORE GROUP


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

Analysis of the net deferred tax liabilities and
assets is as follows:

|                                                                                      |  |                     |        |   |      |  |        |  
|------------------------------------------------------------------------------------- |  | ------------------- | ------ | - | ---- |  | ------ | -
|                                                                                      |  |                    
|                                                                                      |  | December 31,        |       
|                                                                                      |  |                     |       
|                                                                                      |  | 2000                |        |   | 1999 | 
|                                                                                      |  |                     |        |   |      | 
|                                                                                      |  |                    
|                                                                                      |  | In thousands of EUR |       
|Gross deferred tax assets                                                             |  |                     |        |   |      |  |        |  
|Profit in inventory                                                                   |  |                     | 1,563  |   |      |  | 3,648  |  
|Long-term contracts                                                                   |  |                     | 25,487 |   |      |  | 19,170 |  
|Capital leases                                                                        |  |                     | 824    |   |      |  | 1,044  |  
|Net operating loss carry-forwards                                                     |  |                     | 10,260 |   |      |  | 4,122  |  
|Difference between accumulated depreciation and
    capital allowance on owned assets |  |                     | 892    |   |      |  | 1,229  |  
|Employee benefit                                                                      |  |                     | 1,835  |   |      |  | 1,987  |  
|Other                                                                                 |  |                     | 9,874  |   |      |  | 41     |  
|                                                                                      |  |                     |        |   |      | 
|Gross deferred tax assets                                                             |  |                     | 50,735 |   |      |  | 31,241 |  
|                                                                                      |  |                     |        |   |      | 
|Less: valuation allowance                                                             |  |                     | (2,795 | ) |      |  | (2,589 | )
|                                                                                      |  |                     |        |   |      | 
|Total deferred tax assets, net                                                        |  |                     | 47,940 |   |      |  | 28,652 |  
|                                                                                      |  |                     |        |   |      | 
|Deferred tax liabilities                                                              |  |                     |        |   |      |  |        |  
|Difference between accumulated depreciation and
    capital allowance on owned assets |  |                     | 22,525 |   |      |  | 17,001 |  
|Capital leases                                                                        |  |                     | 6,097  |   |      |  | 5,789  |  
|Long-term contracts                                                                   |  |                     | 6,349  |   |      |  | 4,053  |  
|Other                                                                                 |  |                     | 1,993  |   |      |  | 548    |  
|                                                                                      |  |                     |        |   |      | 
|Gross deferred tax liability                                                          |  |                     | 36,964 |   |      |  | 27,391 |  
|                                                                                      |  |                     |        |   |      | 
|Net deferred tax                                                                      |  |                     | 10,976 |   |      |  | 1,261  |  
|                                                                                      |  |                     |        |   |      | 
|Reflected on consolidated balance sheet
    Current deferredtax assets, net           |  |                     | 32,075 |   |      |  | 28,652 |  
|Current deferred tax liabilities                                                      |  |                     |       |   |      |  |       |  
|Long term deferred tax liability, net                                                 |  |                     | 21,099 |   |      |  | 27,391 |  
|                                                                                      |  |                     |        |   |      | 
|Net deferred tax assets
    (liabilities)                                             |  |                     | 10,976 |   |      |  | 1,261  |  
|                                                                                      |  |                     |        |   |      | 

In accordance with provisions of the French tax
code, effective January 1, 1993, Coflexip S.A. elected to
file a consolidated tax return for French subsidiaries in which
the Group holds an interest of more than 95% from the beginning
of the year.

Note 12  Other
liabilities

Other current liabilities consist of the
following:

|                                                             |  |                     |         |  |      |  |         | 
|------------------------------------------------------------ |  | ------------------- | ------- |  | ---- |  | ------- | 
|                                                             |  |                    
|                                                             |  | December 31,        |        
|                                                             |  |                     |        
|                                                             |  | 2000                |         |  | 1999 | 
|                                                             |  |                     |         |  |      | 
|                                                             |  |                    
|                                                             |  | In thousands of EUR |        
|Income and other taxes payable and accrued
    payroll costs |  |                     | 110,596 |  |      |  | 85,252  | 
|Accrued contract costs and provisions                        |  |                     | 160,109 |  |      |  | 173,038 | 
|Accrued payables                                             |  |                     | 53,793  |  |      |  | 47,183  | 
|Suppliers of fixed assets                                    |  |                     | 6,985   |  |      |  | 7,528   | 
|Other creditors                                              |  |                     | 33,693  |  |      |  | 5,132   | 
|                                                             |  |                     |         |  |      | 
|Other current liabilities                                    |  |                     | 365,176 |  |      |  | 318,133 | 
|                                                             |  |                     |         |  |      | 

F-114



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##### Table of Contents



THE COFLEXIP STENA OFFSHORE GROUP


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

Other long-term liabilities consist of the
following:

|                               |  |                     |        |  |      |  |        | 
|------------------------------ |  | ------------------- | ------ |  | ---- |  | ------ | 
|                               |  |                    
|                               |  | December 31,        |       
|                               |  |                     |       
|                               |  | 2000                |        |  | 1999 | 
|                               |  |                     |        |  |      | 
|                               |  |                    
|                               |  | In thousands of EUR |       
|Government research grants     |  |                     | 6,268  |  |      |  | 6,095  | 
|Provision for drydocking       |  |                     | 8,612  |  |      |  | 1,977  | 
|Employee profit sharing scheme |  |                     | 7,322  |  |      |  | 6,501  | 
|Retirement indemnities         |  |                     | 912    |  |      |  | 490    | 
|Minority interests             |  |                     | 13,000 |  |      |  | 13,306 | 
|Other liabilities              |  |                     | 11,643 |  |      |  | 11,259 | 
|                               |  |                     |        |  |      | 
|Other long-term liabilities    |  |                     | 47,757 |  |      |  | 39,628 | 
|                               |  |                     |        |  |      | 

The activity in dry-docking liability accounts
for 1998, 1999 and 2000 was as follows:

|                             |  |  |         |  
|---------------------------- |  |  | ------- | -
|Balance at January 1, 1998.  |  |  | 4,455   |  
|Accruals                     |  |  | 6,912   |  
|Expenditures                 |  |  | (6,836  | )
|Translation adjustment       |  |  | 38      |  
|Balance at January 1, 1999.  |  |  | 4,569   |  
|Accruals                     |  |  | 9,002   |  
|Expenditures                 |  |  | (12,033 | )
|Translation adjustment       |  |  | 439     |  
|Balance at January 1, 2000.  |  |  | 1,977   |  
|Accruals                     |  |  | 13,931  |  
|Expenditures                 |  |  | (7,132  | )
|Translation adjustment       |  |  | (164    | )
|Balance at December 31, 2000 |  |  | 8,612   |  

Note 13  Common stock and
redeemable notes

Coflexip S.A.s common stock at
December 31, 2000 is made up of 18,685,759 fully paid
ordinary shares, each with a par value of EUR 1.60 compared
to 18,593,693 fully paid ordinary shares, each with a par value
of EUR 1.60 at December 31, 1999 and 15,846,195 fully
paid ordinary shares, each with a par value of FRF 10
(EUR 1.52) at December 31, 1998.

In 1998, 1999, 2000, Coflexips shares of
common stock increased as the result of the following:

25,163 fully paid ordinary shares, as the result
of stock option exercise, issued during 1998 increased
Coflexips shares of common stock from FRF 158,210,320
(EUR 24,119,008) in 1997 to FRF 158,461,950
(EUR 24,157,369) in 1998.

2,747,498 fully paid ordinary shares issued
during 1999 increased Coflexips shares of common stock
from FRF 158,461,950 (EUR 24,157,369) in 1998 to
FRF 195,146,609.24 (EUR 29,749,908.80) in 1999:

2,227,272 as the result of the conversion of the
convertible notes

454,546 as the result of the reimbursement of
redeemable notes

65,680 as the result of stock option exercise

F-115



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##### Table of Contents



THE COFLEXIP STENA OFFSHORE GROUP


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

92,066 fully paid ordinary shares as the result
of stock-option exercise issued during 2000, increased the
shares of common stock from FRF 195,146,609.24
(EUR 29,749,908.80) to FRF 196,112,870.69
(EUR 29,897,241.40).

Stock options

Under APB N(o) 25, Coflexip recognizes no
compensation expense related to employee stock options. Had
compensation costs been determined as prescribed by
SFAS N(o) 123, Coflexips net earnings and earnings
per share would have been reduced to pro forma amounts indicated
below:

|                              |  |                      |         |  |      |  |        |      |  |  |        | 
|----------------------------- |  | -------------------- | ------- |  | ---- |  | ------ | ---- |  |  | ------ | 
|                              |  | 2000                 |         |  | 1999 |  |        | 1998 | 
|                              |  |                      |         |  |      |  |        |      | 
|                              |  |                     
|                              |  | In thousands of EUR, |        
|                              |  | except per share     |        
|Pro forma net income          |  |                      | 222,272 |  |      |  | 89,413 |      |  |  | 95,608 | 
|Pro forma earnings per share: |  |                      |         |  |      |  |        |      |  |  |        | 
|Basic EPS                     |  |                      | 11.92   |  |      |  | 5.46   |      |  |  | 6.07   | 
|Diluted EPS                   |  |                      | 11.76   |  |      |  | 4.92   |      |  |  | 5.44   | 

The weighted average per share fair value of the
individual options granted during 2000, 1999 and 1998 were as
follows on the date of grant:

|                 |  |      |      |  |      |  |      | 
|---------------- |  | ---- | ---- |  | ---- |  | ---- | 
|2000             |  | 1999 |      |  | 1998 | 
|                 |  |      |      |  |      | 
|                
|In EUR per share | 
|                |  |      | 3.95 |  |      |  | 7.38 | 

The fair value of these options was estimated at
the date of grant, using a Black & Scholes option pricing
model with the following average assumptions:

|                                               |  |      |   |  |      |  |      |      |  |  |      |  
|---------------------------------------------- |  | ---- | - |  | ---- |  | ---- | ---- |  |  | ---- | -
|                                               |  | 2000 |   |  | 1999 |  |      | 1998 | 
|                                               |  |      |   |  |      |  |      |      | 
|Risk-free interest rate                        |  |      |  |  |      |  | 5.34 | %    |  |  | 5.0  | %
|Dividend yield                                 |  |      |  |  |      |  | 20   | %    |  |  | 20   | %
|Volatility factor of the expected market price |  |      |  |  |      |  | 0.46 |      |  |  | 0.44 |  
|Weighted average expected life                 |  |      |  |  |      |  | 5    |      |  |  | 8    |  

The Black-Scholes option valuation model was
developed for use in estimating the fair value of traded
options, which have no vesting restrictions and are fully
transferable. In addition, the option valuation model requires
the input of highly subjective assumptions including the
expected stock price volatility. Because Coflexips
employee stock options have characteristics significantly
different from those of traded options, and because the changes
in the subjective input assumptions can materially affect the
fair value estimate, in managements opinion, the existing
models do not necessarily provide a reliable single measure of
the fair value of its employee stock options.

F-116



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##### Table of Contents



THE COFLEXIP STENA OFFSHORE GROUP


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

A summary of Coflexips stock option
activity, and related information for the years ended
December 31 follows:

|                                |  |            |         |          |                |  |        |            |          |  |                |   |  |            |        |  |                |  |         |   |  |  |         | 
|------------------------------- |  | ---------- | ------- | -------- | -------------- |  | ------ | ---------- | -------- |  | -------------- | - |  | ---------- | ------ |  | -------------- |  | ------- | - |  |  | ------- | 
|                                |  |            |         |          |                | 
|                                |  | 2000       |         |          | 1999           |  |        | 1998       |         
|                                |  |            |         |          |                |  |        |            |         
|                                |  |            |         | Weighted |                |  |        |            | Weighted |  |                |   |  | Weighted   |       
|                                |  |            |         | average  |                |  |        |            | average  |  |                |   |  | average    |       
|                                |  | Number     |         |          | exercise price |  |        | Number     |          |  | exercise price |   |  | Number     |        |  | exercise price | 
|                                |  | of options |         |          | per share      |  |        | of options |          |  | per share      |   |  | of options |        |  | per share      | 
|                                |  |            |         |          |                |  |        |            |          |  |                |   |  |            |        |  |                | 
|Outstanding  Beginning of year |  |            | 609,568 |          |                |  | EUR 63 |            |          |  | 570,366        |   |  |            | EUR 56 |  |                |  | 536,259 |   |  |  | EUR 36  | 
|Granted                         |  |            |        |          |                |  |       |            |          |  | 127,386        |   |  |            | EUR 77 |  |                |  | 123,400 |   |  |  | EUR 124 | 
|Exercised                       |  |            | (95,391 | )        |                |  | EUR 35 |            |          |  | (85,450        | ) |  |            | EUR 33 |  |                |  | (44,058 | ) |  |  | EUR 30  | 
|Forfeited                       |  |            | (9,201  | )        |                |  | EUR 60 |            |          |  | (2,734         | ) |  |            | EUR 47 |  |                |  | (45,235 | ) |  |  | EUR 33  | 
|                                |  |            |         |          |                |  |        |            |          |  |                |   |  |            |        |  |                | 
|Outstanding  end of year       |  |            | 504,976 |          |                |  | EUR 68 |            |          |  | 609,568        |   |  |            | EUR 63 |  |                |  | 570,366 |   |  |  | EUR 56  | 
|                                |  |            |         |          |                |  |        |            |          |  |                |   |  |            |        |  |                | 

In connection with these stock option plans,
Coflexip held 49,615 of its shares at December 31, 2000,
53,042 at December 31, 1999 and 70,763 at December 31,
1998, respectively.

The following table summarizes information
concerning outstanding and exercisable options at
December 31, 2000 (contractual life in year, exercise price
in euros):

|         |  |          |      |  |          |           |        |             |  |  |             |  |  |             |         |  |  |  |         | 
|-------- |  | -------- | ---- |  | -------- | --------- | ------ | ----------- |  |  | ----------- |  |  | ----------- | ------- |  |  |  | ------- | 
|         |  |          |      |  |          | Remaining |        |             |  |  |            
|         |  | Year     |      |  | Exercise |           |        | contractual |  |  | Number      |  |  | Number      |        
|         |  | of grant |      |  | price    |           |        | life        |  |  | outstanding |  |  | exercisable |        
|         |  |          |      |  |          |           |        |             |  |  |             |  |  |             |        
|Plan 7   |  |          | 1994 |  |          |           | 31.25  |             |  |  | 0.47        |  |  |             | 15,200  |  |  |  | 15,200  | 
|Plan 8   |  |          | 1994 |  |          |           | 31.65  |             |  |  | 0.96        |  |  |             | 0       |  |  |  | 0       | 
|Plan 9.1 |  |          | 1996 |  |          |           | 28.81  |             |  |  | 5.43        |  |  |             | 105,200 |  |  |  | 105,200 | 
|Plan 9.2 |  |          | 1997 |  |          |           | 47.35  |             |  |  | 6.43        |  |  |             | 138,790 |  |  |  | 92,526  | 
|Plan 9.3 |  |          | 1998 |  |          |           | 123.70 |             |  |  | 7.44        |  |  |             | 120,400 |  |  |  | 40,133  | 
|Plan 10  |  |          | 1999 |  |          |           | 76.61  |             |  |  | 8.96        |  |  |             | 125,386 |  |  |  | 0       | 

Stock-options generally vest from two to four
years from the date of grant. The weighted average remaining
contractual life of those options is 6.9 years.



| |                 
| | ----------------
| | Redeemable Notes

In connection with its acquisition of Stena
Offshore on December 15, 1994, Coflexip S.A. issued
redeemable notes to Stena International B.V. in an aggregate
principal amount of USD 20,000 thousand (EUR 17,142 thousand).
The redeemable notes bore interest at the rate of 8.25% per
annum with semi-annual payments and were redeemed in exchange
for 454,546 ordinary shares of Coflexip S.A. on
December 15, 1999.

The interest charge for 1999 was included in the
consolidated income statement in an amount of EUR 1,461 thousand
(EUR 1,231 thousand for 1998) within the caption interest
and other financial expense.



| |                  
| | -----------------
| | Convertible Notes

In connection with its acquisition of Stena
Offshore on December 15, 1994, Coflexip S.A. issued
convertible notes to Stena International B.V. in an aggregate
principal amount of USD 98,000 thousand (EUR 76,941 thousand).
The convertible notes bore interest at the rate of 7.75% per
annum with semi-annual payments and were converted into
2,227,272 ordinary shares of Coflexip S.A. at the holders
option at any time between December 15, 1996 and
December 15, 1999.

On October 13,1999, Stena International B.V.
converted its convertible notes into 2,227,272 ordinary shares
of Coflexip S.A.

F-117



---



##### Table of Contents



THE COFLEXIP STENA OFFSHORE GROUP


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

The interest charge in 1999 was included in the
income statement in an amount of EUR 3,399 thousand (EUR 6,754
thousand in 1998) under the line interest and other
financial expense.

Note 14  Earnings Per
Share

The following table sets forth the computation of
basic and diluted earnings (loss) per share:

|                                                                                                                         |  |                     |            |  |      |  |            |      |  |  |            | 
|------------------------------------------------------------------------------------------------------------------------ |  | ------------------- | ---------- |  | ---- |  | ---------- | ---- |  |  | ---------- | 
|                                                                                                                         |  | 2000                |            |  | 1999 |  |            | 1998 | 
|                                                                                                                         |  |                     |            |  |      |  |            |      | 
|                                                                                                                         |  |                    
|                                                                                                                         |  | In thousands of EUR |           
|Numerator:                                                                                                               |  |                     |            |  |      |  |            |      |  |  |            | 
|Numerator for basic earnings per
    share  Net income available to common stockholders                                 |  |                     | 222,697    |  |      |  | 89,610     |      |  |  | 96,558     | 
|Net effect of dilutive securities:                                                                                       |  |                     |            |  |      |  |            |      |  |  |            | 
|Redeemable Notes: interests at the rate of 8.25%
    (net of tax)                                                        |  |                     |           |  |      |  | 877        |      |  |  | 718        | 
|Convertible Notes: interests at the rate of 7.75%
    (net of tax)                                                       |  |                     |           |  |      |  | 2,039      |      |  |  | 3,939      | 
|                                                                                                                         |  |                     |            |  |      |  |            |      | 
|                                                                                                                         |  |                     |           |  |      |  | 2,916      |      |  |  | 4,657      | 
|                                                                                                                         |  |                     |            |  |      |  |            |      | 
|Numerator for diluted earnings per
    share  Net income available to common stockholders
    after assumed conversions |  |                     | 222,697    |  |      |  | 92,526     |      |  |  | 101,215    | 
|Denominator:                                                                                                             |  |                     |            |  |      |  |            |      |  |  |            | 
|Denominator for basic earnings per share in
    circulation                                                             |  |                     |            |  |      |  |            |      |  |  |            | 
|Weighted-average shares                                                                                                  |  |                     | 18,645,182 |  |      |  | 16,386,682 |      |  |  | 15,751,894 | 
|Effect of dilutive securities:                                                                                           |  |                     |            |  |      |  |            |      |  |  |            | 
|Stock options                                                                                                            |  |                     | 246,080    |  |      |  | 188,043    |      |  |  |           | 
|Redeemable Notes                                                                                                         |  |                     |           |  |      |  | 434,621    |      |  |  | 454,546    | 
|Convertible Notes                                                                                                        |  |                     |           |  |      |  | 1,745,205  |      |  |  | 2,227,272  | 
|                                                                                                                         |  |                     |            |  |      |  |            |      | 
|Dilutive potential common shares                                                                                         |  |                     | 246,080    |  |      |  | 2,367,869  |      |  |  | 2,681,818  | 
|                                                                                                                         |  |                     |            |  |      |  |            |      | 
|Denominator for diluted earnings (loss) per
    share  Adjusted weighted-average shares and assumed
    conversions     |  |                     | 18,891,262 |  |      |  | 18,754,551 |      |  |  | 18,433,712 | 
|                                                                                                                         |  |                     |            |  |      |  |            |      | 
|Basic Earnings per share in circulation (in Euros)                                                                       |  |                     | 11.94      |  |      |  | 5.47       |      |  |  | 6.13       | 
|                                                                                                                         |  |                     |            |  |      |  |            |      | 
|Diluted Earnings per share in circulation (in
    Euros)                                                                 |  |                     | 11.79      |  |      |  | 4.93       |      |  |  | 5.49       | 
|                                                                                                                         |  |                     |            |  |      |  |            |      | 

Note 15  Research and
Development

Included in other operating expenses is net
research and development expense as follows:

|                                       |  |                     |        |   |      |  |        |      |  |  |        |  
|-------------------------------------- |  | ------------------- | ------ | - | ---- |  | ------ | ---- |  |  | ------ | -
|                                       |  | 2000                |        |   | 1999 |  |        | 1998 | 
|                                       |  |                     |        |   |      |  |        |      | 
|                                       |  |                    
|                                       |  | In thousands of EUR |       
|Research and development expenditures  |  |                     | 19,884 |   |      |  | 19,373 |      |  |  | 17,818 |  
|Government grants recognized in income |  |                     | (437   | ) |      |  | (135   | )    |  |  | (55    | )
|                                       |  |                     |        |   |      |  |        |      | 
|Net research and development expense   |  |                     | 19,447 |   |      |  | 19,238 |      |  |  | 17,763 |  
|                                       |  |                     |        |   |      |  |        |      | 

F-118



---



##### Table of Contents



THE COFLEXIP STENA OFFSHORE GROUP


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

Note 16  Personnel
(unaudited)

The number of personnel employed by Coflexip S.A.
and consolidated subsidiaries during the year was as follows:

|                         |  |      |       |  |      |  |       |      |  |  |       | 
|------------------------ |  | ---- | ----- |  | ---- |  | ----- | ---- |  |  | ----- | 
|                         |  | 2000 |       |  | 1999 |  |       | 1998 | 
|                         |  |      |       |  |      |  |       |      | 
|France                   |  |      | 959   |  |      |  | 869   |      |  |  | 919   | 
|Brazil                   |  |      | 768   |  |      |  | 724   |      |  |  | 710   | 
|United States of America |  |      | 339   |  |      |  | 222   |      |  |  | 255   | 
|United Kingdom           |  |      | 1,847 |  |      |  | 1,669 |      |  |  | 1,773 | 
|Norway                   |  |      | 157   |  |      |  | 143   |      |  |  | 153   | 
|Asia Pacific             |  |      | 144   |  |      |  | 202   |      |  |  | 229   | 
|                         |  |      |       |  |      |  |       |      | 
|Total                    |  |      | 4,214 |  |      |  | 3,829 |      |  |  | 4,039 | 
|                         |  |      |       |  |      |  |       |      | 

The number of employees includes the
sub-contracted workforce, 1,462 in 2000, 1,184 in 1999 and
1,349 persons in 1998.

Note 17  Analysis by
Geographic Zone



| |                                                       
| | ------------------------------------------------------
| | Disclosures about segments and related
    information

Effective, January 1, 1998, the Group
adopted Financial Accounting Standard Boards Statement of
Financial Accounting Standards No 131, Disclosures about
Segments of an Enterprise and Related Information. Reportable
segments derive their revenue from the manufacture of offshore
flexible pipes used for the transportation of oil and gas,
integrated offshore construction services, installation of
flexible and rigid pipes, inspection, repair and maintenance
services, installation of Floating Production Storage and
Offloading systems (FPSOs), manufacture of ROVs that support
subsea construction activities.

The Group has four reportable segments: North
Sea, Brazil, Asia Pacific, Rest of World. The Group evaluates
and manages performance on a project by project basis, from
manufacturing step to selling step. The analysis of the
performance of each reportable segment is based on the EBITDA
(earnings before interests and taxes from operations before
depreciation and amortization and before corporate allocations)
of the projects sold in each geographic area.

The accounting policies of the reportable
segments are the same as those described in the summary of
significant accounting policies. As assets are not managed on a
segment basis for internal purposes, no information is provided
about segment assets and amortisation expenses. Interest expense
and income and income taxes are reviewed at group level; no
disclosure is reported by segment.

One customer accounted for 18% of net operating
revenues in 2000, 13% in 1999, 20% in 1998. Two other customers
accounted for 10% and 7% in 2000, 12% and 8% in 1999 and 8% each
in 1998.



| |                                                                           
| | --------------------------------------------------------------------------
| | Measurement of segment profit or loss by
    location of management units:

The following tables present net operating
revenues, EBITDA (Earnings Before Interests, Taxes and
Depreciation and Amortization), and operating income.

Operating income represents net operating
revenues and other operating income less operating costs and
expenses of the geographic zone or industry segment excluding
general corporate expenses. General corporate expenses include
group management, financing and marketing activities, as well as
research and development.

F-119



---



##### Table of Contents



THE COFLEXIP STENA OFFSHORE GROUP


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

|                                 |  |                                             |         |      |        |  |         |         |  |  |        |              |  |              |         |  |       |  |         |   |  |  |           |  
|-------------------------------- |  | ------------------------------------------- | ------- | ---- | ------ |  | ------- | ------- |  |  | ------ | ------------ |  | ------------ | ------- |  | ----- |  | ------- | - |  |  | --------- | -
|                                 |  |                                            
|                                 |  | For the year ended and at December 31, 2000 |        
|                                 |  |                                             |        
|                                 |  |                                             |         | Asia |        |  | Rest of |         |  |  |        | Consolidated | 
|                                 |  | North Sea                                   |         |      | Brazil |  |         | Pacific |  |  | World  |              |  | Eliminations |         |  | Total | 
|                                 |  |                                             |         |      |        |  |         |         |  |  |        |              |  |              |         |  |       | 
|                                 |  |                                            
|                                 |  | In thousands of EUR                         |        
|Revenues from external customers |  |                                             | 506,803 |      |        |  | 196,995 |         |  |  | 84,377 |              |  |              | 276,381 |  |       |  |        |   |  |  | 1,064,556 |  
|Intersegment revenues            |  |                                             | 7,400   |      |        |  |        |         |  |  |       |              |  |              | 4,549   |  |       |  | (11,948 | ) |  |  |          |  
|                                 |  |                                             |         |      |        |  |         |         |  |  |        |              |  |              |         |  |       | 
|Total Revenues                   |  |                                             | 514,202 |      |        |  | 196,995 |         |  |  | 84,377 |              |  |              | 280,930 |  |       |  | (11,948 | ) |  |  | 1,064,556 |  
|                                 |  |                                             |         |      |        |  |         |         |  |  |        |              |  |              |         |  |       | 
|Segment Profit and Loss EBITDA   |  |                                             | 131,635 |      |        |  | 57,975  |         |  |  | 22,878 |              |  |              | 32,783  |  |       |  |         |   |  |  | 245,271   |  
|                                 |  |                                             |         |      |        |  |         |         |  |  |        |              |  |              |         |  |       | 
|General Corporate Expenses(1)    |  |                                             |         |      |        |  |         |         |  |  |        |              |  |              |         |  |       |  |         |   |  |  | (41,538   | )
|                                 |  |                                             |         |      |        |  |         |         |  |  |        |              |  |              |         |  |       | 
|Segment Profit and Loss EBITDA   |  |                                             |         |      |        |  |         |         |  |  |        |              |  |              |         |  |       |  |         |   |  |  | 203,733   |  
|                                 |  |                                             |         |      |        |  |         |         |  |  |        |              |  |              |         |  |       | 
|Depreciation                     |  |                                             |         |      |        |  |         |         |  |  |        |              |  |              |         |  |       |  |         |   |  |  | (94,880   | )
|                                 |  |                                             |         |      |        |  |         |         |  |  |        |              |  |              |         |  |       | 
|Operating income                 |  |                                             |         |      |        |  |         |         |  |  |        |              |  |              |         |  |       |  |         |   |  |  | 108,853   |  
|                                 |  |                                             |         |      |        |  |         |         |  |  |        |              |  |              |         |  |       | 



---



|    |                                                                                              
|--- | ---------------------------------------------------------------------------------------------
|(1) | Excluding depreciation of goodwill relative to
    the acquisition of Stena Offshore in 1994.

|                                 |  |                                             |         |      |        |  |         |         |  |  |         |              |  |              |         |  |       |  |         |   |  |  |           |  
|-------------------------------- |  | ------------------------------------------- | ------- | ---- | ------ |  | ------- | ------- |  |  | ------- | ------------ |  | ------------ | ------- |  | ----- |  | ------- | - |  |  | --------- | -
|                                 |  |                                            
|                                 |  | For the year ended and at December 31, 1999 |        
|                                 |  |                                             |        
|                                 |  |                                             |         | Asia |        |  | Rest of |         |  |  |         | Consolidated | 
|                                 |  | North Sea                                   |         |      | Brazil |  |         | Pacific |  |  | World   |              |  | Eliminations |         |  | Total | 
|                                 |  |                                             |         |      |        |  |         |         |  |  |         |              |  |              |         |  |       | 
|                                 |  |                                            
|                                 |  | In thousands of EUR                         |        
|Revenues from external customers |  |                                             | 506,067 |      |        |  | 129,920 |         |  |  | 116,740 |              |  |              | 264,299 |  |       |  |        |   |  |  | 1,017,026 |  
|Intersegment revenues            |  |                                             | 18,273  |      |        |  | 394     |         |  |  | 108     |              |  |              | 5,463   |  |       |  | (24,238 | ) |  |  |          |  
|                                 |  |                                             |         |      |        |  |         |         |  |  |         |              |  |              |         |  |       | 
|Total Revenues                   |  |                                             | 524,340 |      |        |  | 130,314 |         |  |  | 116,848 |              |  |              | 269,762 |  |       |  | (24,238 | ) |  |  | 1,017,026 |  
|                                 |  |                                             |         |      |        |  |         |         |  |  |         |              |  |              |         |  |       | 
|Segment Profit and Loss EBITDA   |  |                                             | 138,892 |      |        |  | 44,598  |         |  |  | 23,256  |              |  |              | 56,780  |  |       |  |        |   |  |  | 263,526   |  
|                                 |  |                                             |         |      |        |  |         |         |  |  |         |              |  |              |         |  |       | 
|General Corporate Expenses(1)    |  |                                             |         |      |        |  |         |         |  |  |         |              |  |              |         |  |       |  |         |   |  |  | (41,717   | )
|                                 |  |                                             |         |      |        |  |         |         |  |  |         |              |  |              |         |  |       | 
|Segment Profit and Loss EBITDA   |  |                                             |         |      |        |  |         |         |  |  |         |              |  |              |         |  |       |  |         |   |  |  | 221,809   |  
|                                 |  |                                             |         |      |        |  |         |         |  |  |         |              |  |              |         |  |       | 
|Depreciation                     |  |                                             |         |      |        |  |         |         |  |  |         |              |  |              |         |  |       |  |         |   |  |  | (84,878   | )
|                                 |  |                                             |         |      |        |  |         |         |  |  |         |              |  |              |         |  |       | 
|Operating income                 |  |                                             |         |      |        |  |         |         |  |  |         |              |  |              |         |  |       |  |         |   |  |  | 136,931   |  
|                                 |  |                                             |         |      |        |  |         |         |  |  |         |              |  |              |         |  |       | 



---



|    |                                                                                              
|--- | ---------------------------------------------------------------------------------------------
|(1) | Excluding depreciation of goodwill relative to
    the acquisition of Stena Offshore in 1994.

F-120



---



##### Table of Contents



THE COFLEXIP STENA OFFSHORE GROUP


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

|                                 |  |                                             |         |      |        |  |         |         |  |  |         |              |  |              |         |  |       |  |         |   |  |  |           |  
|-------------------------------- |  | ------------------------------------------- | ------- | ---- | ------ |  | ------- | ------- |  |  | ------- | ------------ |  | ------------ | ------- |  | ----- |  | ------- | - |  |  | --------- | -
|                                 |  |                                            
|                                 |  | For the year ended and at December 31, 1998 |        
|                                 |  |                                             |        
|                                 |  |                                             |         | Asia |        |  | Rest of |         |  |  |         | Consolidated | 
|                                 |  | North Sea                                   |         |      | Brazil |  |         | Pacific |  |  | World   |              |  | Eliminations |         |  | Total | 
|                                 |  |                                             |         |      |        |  |         |         |  |  |         |              |  |              |         |  |       | 
|                                 |  |                                            
|                                 |  | In thousands of EUR                         |        
|Revenues from external customers |  |                                             | 550,671 |      |        |  | 231,043 |         |  |  | 154,403 |              |  |              | 207,564 |  |       |  |         |   |  |  | 1,143,681 |  
|Intersegment revenues            |  |                                             | 18,800  |      |        |  | 3,402   |         |  |  | 332     |              |  |              | 13,176  |  |       |  | (35,710 | ) |  |  |          |  
|                                 |  |                                             |         |      |        |  |         |         |  |  |         |              |  |              |         |  |       | 
|Total Revenues                   |  |                                             | 569,471 |      |        |  | 234,445 |         |  |  | 154,735 |              |  |              | 220,740 |  |       |  | (35,710 | ) |  |  | 1,143,681 |  
|                                 |  |                                             |         |      |        |  |         |         |  |  |         |              |  |              |         |  |       | 
|Segment Profit and Loss EBITDA   |  |                                             | 153,214 |      |        |  | 56,695  |         |  |  | 38,034  |              |  |              | 34,737  |  |       |  |        |   |  |  | 282,680   |  
|                                 |  |                                             |         |      |        |  |         |         |  |  |         |              |  |              |         |  |       | 
|General Corporate Expenses(1)    |  |                                             |         |      |        |  |         |         |  |  |         |              |  |              |         |  |       |  |         |   |  |  | (39,173   | )
|                                 |  |                                             |         |      |        |  |         |         |  |  |         |              |  |              |         |  |       | 
|Segment Profit and Loss EBITDA   |  |                                             |         |      |        |  |         |         |  |  |         |              |  |              |         |  |       |  |         |   |  |  | 243,507   |  
|                                 |  |                                             |         |      |        |  |         |         |  |  |         |              |  |              |         |  |       | 
|Depreciation                     |  |                                             |         |      |        |  |         |         |  |  |         |              |  |              |         |  |       |  |         |   |  |  | (93,781   | )
|                                 |  |                                             |         |      |        |  |         |         |  |  |         |              |  |              |         |  |       | 
|Operating income                 |  |                                             |         |      |        |  |         |         |  |  |         |              |  |              |         |  |       |  |         |   |  |  | 149,726   |  
|                                 |  |                                             |         |      |        |  |         |         |  |  |         |              |  |              |         |  |       | 



---



|    |                                                                                              
|--- | ---------------------------------------------------------------------------------------------
|(1) | Excluding depreciation of goodwill relative to
    the acquisition of Stena Offshore in 1994.



| |                                                                     
| | --------------------------------------------------------------------
| | Measurement of segment profit or loss by
    location of subsidiary:

The following tables present net operating
revenues, operating income and identifiable assets by
geographical zone (by location of subsidiary):

|                                     |  |                                             |         |      |           |  |         |        |  |  |         |              |  |       |        |  |              |  |         |       |  |  |          |   |  |  |           |  
|------------------------------------ |  | ------------------------------------------- | ------- | ---- | --------- |  | ------- | ------ |  |  | ------- | ------------ |  | ----- | ------ |  | ------------ |  | ------- | ----- |  |  | -------- | - |  |  | --------- | -
|                                     |  |                                            
|                                     |  | For the year ended and at December 31, 2000 |        
|                                     |  |                                             |        
|                                     |  |                                             |         | Asia |           |  | Rest of |        |  |  |         | Consolidated | 
|                                     |  | France                                      |         |      | North Sea |  |         | Brazil |  |  | Pacific |              |  | World |        |  | Eliminations |  |         | Total | 
|                                     |  |                                             |         |      |           |  |         |        |  |  |         |              |  |       |        |  |              |  |         |       | 
|                                     |  |                                            
|                                     |  | In thousands of EUR                         |        
|Revenues from unaffiliated customers |  |                                             | 164,413 |      |           |  | 516,951 |        |  |  | 119,908 |              |  |       | 77,198 |  |              |  | 186,086 |       |  |  |          |   |  |  | 1,064,556 |  
|Revenues between geographic zones    |  |                                             | 110,003 |      |           |  | 93,038  |        |  |  | 5,246   |              |  |       | 643    |  |              |  | 7,131   |       |  |  | (216,061 | ) |  |  |           |  
|                                     |  |                                             |         |      |           |  |         |        |  |  |         |              |  |       |        |  |              |  |         |       | 
|Net operating revenues               |  |                                             | 274,416 |      |           |  | 609,989 |        |  |  | 125,154 |              |  |       | 77,841 |  |              |  | 193,217 |       |  |  | (216,061 | ) |  |  | 1,064,556 |  
|                                     |  |                                             |         |      |           |  |         |        |  |  |         |              |  |       |        |  |              |  |         |       | 
|Operating income                     |  |                                             |         |      |           |  |         |        |  |  |         |              |  |       |        |  |              |  |         |       |  |  |          |   |  |  |           |  
|(before corporate expenses)          |  |                                             | 64,055  |      |           |  | 71,833  |        |  |  | 22,883  |              |  |       | 5,656  |  |              |  | (11,188 | )     |  |  |          |   |  |  | 153,239   |  
|General corporate expenses(1)        |  |                                             |         |      |           |  |         |        |  |  |         |              |  |       |        |  |              |  |         |       |  |  |          |   |  |  | (44,386   | )
|                                     |  |                                             |         |      |           |  |         |        |  |  |         |              |  |       |        |  |              |  |         |       | 
|Operating income                     |  |                                             |         |      |           |  |         |        |  |  |         |              |  |       |        |  |              |  |         |       |  |  |          |   |  |  | 108,853   |  
|                                     |  |                                             |         |      |           |  |         |        |  |  |         |              |  |       |        |  |              |  |         |       | 
|Equity income of investee            |  |                                             |         |      |           |  |         |        |  |  |         |              |  |       |        |  |              |  | 2,672   |       |  |  |          |   |  |  | 2,672     |  
|                                     |  |                                             |         |      |           |  |         |        |  |  |         |              |  |       |        |  |              |  |         |       | 
|Tangible assets                      |  |                                             | 180,955 |      |           |  | 188,906 |        |  |  | 95,111  |              |  |       | 23,054 |  |              |  | 14,214  |       |  |  |          |   |  |  | 502,240   |  
|                                     |  |                                             |         |      |           |  |         |        |  |  |         |              |  |       |        |  |              |  |         |       | 



---



|    |                                                                                              
|--- | ---------------------------------------------------------------------------------------------
|(1) | Including depreciation of goodwill relative to
    the acquisition of Stena Offshore in 1994.

F-121



---



##### Table of Contents



THE COFLEXIP STENA OFFSHORE GROUP


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

|                                     |  |                                             |         |      |           |  |         |        |  |  |         |              |  |       |         |  |              |  |         |       |  |  |          |   |  |  |           |  
|------------------------------------ |  | ------------------------------------------- | ------- | ---- | --------- |  | ------- | ------ |  |  | ------- | ------------ |  | ----- | ------- |  | ------------ |  | ------- | ----- |  |  | -------- | - |  |  | --------- | -
|                                     |  |                                            
|                                     |  | For the year ended and at December 31, 1999 |        
|                                     |  |                                             |        
|                                     |  |                                             |         | Asia |           |  | Rest of |        |  |  |         | Consolidated | 
|                                     |  | France                                      |         |      | North Sea |  |         | Brazil |  |  | Pacific |              |  | World |         |  | Eliminations |  |         | Total | 
|                                     |  |                                             |         |      |           |  |         |        |  |  |         |              |  |       |         |  |              |  |         |       | 
|                                     |  |                                            
|                                     |  | In thousands of EUR                         |        
|Revenues from unaffiliated customers |  |                                             | 153,946 |      |           |  | 541,109 |        |  |  | 65,546  |              |  |       | 115,962 |  |              |  | 140,463 |       |  |  |         |   |  |  | 1,017,026 |  
|Revenues between geographic zones    |  |                                             | 140,839 |      |           |  | 78,998  |        |  |  | 4,448   |              |  |       | 1,020   |  |              |  | 5,319   |       |  |  | (230,624 | ) |  |  |          |  
|                                     |  |                                             |         |      |           |  |         |        |  |  |         |              |  |       |         |  |              |  |         |       | 
|Net operating revenues               |  |                                             | 294,785 |      |           |  | 620,107 |        |  |  | 69,994  |              |  |       | 116,982 |  |              |  | 145,782 |       |  |  | (230,624 | ) |  |  | 1,017,026 |  
|                                     |  |                                             |         |      |           |  |         |        |  |  |         |              |  |       |         |  |              |  |         |       | 
|Operating income                     |  |                                             |         |      |           |  |         |        |  |  |         |              |  |       |         |  |              |  |         |       |  |  |          |   |  |  |           |  
|(before corporate expenses)          |  |                                             | 33,525  |      |           |  | 123,062 |        |  |  | 8,823   |              |  |       | 13,558  |  |              |  | 2,528   |       |  |  |         |   |  |  | 181,496   |  
|General corporate expenses(1)        |  |                                             |         |      |           |  |         |        |  |  |         |              |  |       |         |  |              |  |         |       |  |  |          |   |  |  | (44,565   | )
|                                     |  |                                             |         |      |           |  |         |        |  |  |         |              |  |       |         |  |              |  |         |       | 
|Operating income                     |  |                                             |         |      |           |  |         |        |  |  |         |              |  |       |         |  |              |  |         |       |  |  |          |   |  |  | 136,931   |  
|                                     |  |                                             |         |      |           |  |         |        |  |  |         |              |  |       |         |  |              |  |         |       | 
|Equity income of investees           |  |                                             |         |      |           |  |         |        |  |  |         |              |  |       |         |  |              |  | 2,573   |       |  |  |          |   |  |  | 2,573     |  
|                                     |  |                                             |         |      |           |  |         |        |  |  |         |              |  |       |         |  |              |  |         |       | 
|Tangible assets                      |  |                                             | 109,405 |      |           |  | 179,902 |        |  |  | 94,948  |              |  |       | 38,682  |  |              |  | 15,837  |       |  |  |          |   |  |  | 438,774   |  
|                                     |  |                                             |         |      |           |  |         |        |  |  |         |              |  |       |         |  |              |  |         |       | 



---



|    |                                                                                              
|--- | ---------------------------------------------------------------------------------------------
|(1) | Including depreciation of goodwill relative to
    the acquisition of Stena Offshore in 1994.

|                                     |  |                                             |         |      |           |  |         |        |  |  |         |              |  |       |         |  |              |  |         |       |  |  |          |   |  |  |           |  
|------------------------------------ |  | ------------------------------------------- | ------- | ---- | --------- |  | ------- | ------ |  |  | ------- | ------------ |  | ----- | ------- |  | ------------ |  | ------- | ----- |  |  | -------- | - |  |  | --------- | -
|                                     |  |                                            
|                                     |  | For the year ended and at December 31, 1998 |        
|                                     |  |                                             |        
|                                     |  |                                             |         | Asia |           |  | Rest of |        |  |  |         | Consolidated | 
|                                     |  | France                                      |         |      | North Sea |  |         | Brazil |  |  | Pacific |              |  | World |         |  | Eliminations |  |         | Total | 
|                                     |  |                                             |         |      |           |  |         |        |  |  |         |              |  |       |         |  |              |  |         |       | 
|                                     |  |                                            
|                                     |  | In thousands of EUR                         |        
|Revenues from unaffiliated customers |  |                                             | 144,021 |      |           |  | 581,550 |        |  |  | 156,000 |              |  |       | 152,637 |  |              |  | 109,473 |       |  |  |         |   |  |  | 1,143,681 |  
|Revenues between geographic zones    |  |                                             | 112,758 |      |           |  | 82,960  |        |  |  | 3,244   |              |  |       | 8,258   |  |              |  | 12,992  |       |  |  | (220,212 | ) |  |  |          |  
|                                     |  |                                             |         |      |           |  |         |        |  |  |         |              |  |       |         |  |              |  |         |       | 
|Net operating revenues               |  |                                             | 256,779 |      |           |  | 664,510 |        |  |  | 159,244 |              |  |       | 160,895 |  |              |  | 122,465 |       |  |  | (220,212 | ) |  |  | 1,143,681 |  
|                                     |  |                                             |         |      |           |  |         |        |  |  |         |              |  |       |         |  |              |  |         |       | 
|Operating income                     |  |                                             |         |      |           |  |         |        |  |  |         |              |  |       |         |  |              |  |         |       |  |  |          |   |  |  |           |  
|(before corporate expenses)          |  |                                             | 51,054  |      |           |  | 106,178 |        |  |  | 25,495  |              |  |       | 6,180   |  |              |  | 2,840   |       |  |  |         |   |  |  | 191,747   |  
|General corporate expenses(1)        |  |                                             |         |      |           |  |         |        |  |  |         |              |  |       |         |  |              |  |         |       |  |  |          |   |  |  | (42,021   | )
|                                     |  |                                             |         |      |           |  |         |        |  |  |         |              |  |       |         |  |              |  |         |       | 
|Operating income                     |  |                                             |         |      |           |  |         |        |  |  |         |              |  |       |         |  |              |  |         |       |  |  |          |   |  |  | 149,726   |  
|                                     |  |                                             |         |      |           |  |         |        |  |  |         |              |  |       |         |  |              |  |         |       | 
|Equity income of investees           |  |                                             | 2,042   |      |           |  |        |        |  |  |        |              |  |       |        |  |              |  | 3,852   |       |  |  |         |   |  |  | 5,894     |  
|                                     |  |                                             |         |      |           |  |         |        |  |  |         |              |  |       |         |  |              |  |         |       | 
|Tangible assets                      |  |                                             | 138,729 |      |           |  | 185,728 |        |  |  | 29,337  |              |  |       | 2,065   |  |              |  | 15,798  |       |  |  |         |   |  |  | 371,657   |  
|                                     |  |                                             |         |      |           |  |         |        |  |  |         |              |  |       |         |  |              |  |         |       | 



---



|    |                                                                                              
|--- | ---------------------------------------------------------------------------------------------
|(1) | Including depreciation of goodwill relative to
    the acquisition of Stena Offshore in 1994.

Note 18  Commitments and
contingencies



| |                                                   
| | --------------------------------------------------
| | Performance guarantees and contract
    warranties

Contract performance guaranteed by the Group by
way of bank guarantees amounted to EUR 88,615 thousand
in 2000 and 86,129 thousand in 1999.

The total warranties directly issued by the Group
on commercial contracts amounted to
EUR 1,261,967 thousand at December 31, 2000
(EUR 1,435,646 thousand at December 31, 1999).

Other financial warranties issued by the Group
amounted EUR 94,289 thousand at December 31, 2000
(EUR 129,162 thousand at December 31, 1999).

F-122



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##### Table of Contents



THE COFLEXIP STENA OFFSHORE GROUP


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)



| |       
| | ------
| | Leases

The Group leases office space, machinery, vessels
and equipment, data processing equipment, vehicles and other
items of personal property under leases expiring at various
dates during the next ten years. Management expects that,
in the normal course of business, leases that expire will be
renewed or replaced by other leases.



| |       
| | ------
| | Rental

Rental expense in 2000 was
EUR 13,615 thousand (including rental expenses of
vessels for a total amount of EUR 7,353) compared with
EUR 21,115 thousand in 1999.

At December 31, 2000 minimum rental
commitments under all capital leases and operating leases for
future years are as follows:

|                                                |  |                     |        |   |           |  |        | 
|----------------------------------------------- |  | ------------------- | ------ | - | --------- |  | ------ | 
|                                                |  | Capital             |        |   | Operating | 
|                                                |  | leases              |        |   | leases    | 
|                                                |  |                     |        |   |           | 
|                                                |  |                    
|                                                |  | In thousands of EUR |       
|2001                                            |  |                     | 1,811  |   |           |  | 8,949  | 
|2002                                            |  |                     | 1,794  |   |           |  | 8,442  | 
|2003                                            |  |                     | 1,830  |   |           |  | 9,459  | 
|2004                                            |  |                     | 1,867  |   |           |  | 2,615  | 
|2005                                            |  |                     | 971    |   |           |  | 946    | 
|2006 and thereafter                             |  |                     |        |   |           |  | 524    | 
|                                                |  |                     |        |   |           | 
|Total minimum lease payments                    |  |                     | 8,273  |   |           |  | 30,935 | 
|Less: amounts representing interest             |  |                     | (1,670 | ) |           |  |       | 
|                                                |  |                     |        |   |           | 
|Present value of net minimum lease
    payments |  |                     | 6,583  |   |           |  |       | 
|                                                |  |                     |        |   |           | 

During 1998, 1999 and 2000, no new capital lease
obligation was incurred. These obligations are included in
Issuance of long-term debt and the related assets in
Purchases of property, plant, vessels and equipment
in the Consolidated Statements of Cash Flows.



| |                                                      
| | -----------------------------------------------------
| | Legal proceedings, claims and other
    contingencies

The Group entered in negotiations with Petrobras
in early 1999 regarding certain commercial disputes related to
the financial crisis affecting Brazil, and which concern,
notably, the application of dollar indexation clauses in local
supply contracts. Fourth quarter 1998 operating income was
reduced by EUR 21.7 million as a consequence.

The operating income has been favorably impacted
in 1999 up to EUR 19.1 million by the positive
conclusion of certain of these commercial negotiations with
Petrobras.

The Group is involved in various claims from
customers and legal proceedings. These cases are, in the opinion
of management, ordinary routine matters incidental to the normal
business conducted by the Group. These claims have been provided
for under accrued contract costs and provisions (see
note 12) when a loss is considered probable and can be
reasonably estimated.

Note 19  Related Party
Transactions

In 1974, Coflexip entered into a licensing
contract with the Institut Français du Pétrole
(IFP), a French research and development
organization which holds a controlling interest in ISIS, a
principal shareholder of Coflexip. Pursuant to the contract, the
Group is entitled to use certain IFP technology and know-how in
exchange for the payment of royalties.

F-123



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##### Table of Contents



THE COFLEXIP STENA OFFSHORE GROUP


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

The contract does not expire until Coflexip
ceases to manufacture and sell products based on IFP technology
and know-how. Royalties due to the IFP amounted to
EUR 2,899 thousand in 2000, EUR 2,720 thousand in 1999
and EUR 2,597 thousand in 1998.

The Group purchases certain specialized plastics
required for manufacturing flexible pipe from ATOFINA S.A., a
significant supplier and a 99%-owned subsidiary of TotalFinaElf.
The purchase contract for such plastics was initially entered
into on an arms-length basis and was renewed in 2000 on
arms-length terms. Purchases from ATOFINA S.A. amounted to
EUR 15,373 thousand in 2000, EUR 24,525 thousand in
1999 and EUR 41,145 thousand in 1998.

The Group manufactures flexible pipe and provides
installation services to engineering subsidiaries
of Technip, the main shareholder of Coflexip. Net operating
revenues from these companies amounted to
EUR 8,288 thousand in 2000.

Note 20  Customer Backlog
(Unaudited)

The Group had firm unfilled customer orders
(backlog) for its products and services of
approximately EUR 931 million,
EUR 472 million and EUR 861 million at
December 31, 2000, at December 31, 1999 and at
December 31, 1998, respectively. An order is generally
completed within one to three calendar years following the year
in which it is placed.

Note 21  Subsequent
Events

On January 5, 2001, the Group acquired the
Aker Maritime Deepwater Division for U.S.$513 million in
cash plus the assumption of U.S.$112 million in net debt.
The acquisition price is still subject to various price
adjustment mechanisms. The acquisition will be accounted for as
a purchase.

To finance this acquisition, the Group expended
approximately U.S.$285 million of cash and borrowed
U.S.$370 million in bank debt pursuant to a short term
credit agreement the Group expects to refinance on a long term
basis. Price adjustment apart, the Group does not expect to
occur any other material costs than interests on the acquisition
debt.

In March 2001, the Petrobras platform P36 in the
Roncador field sank. This accident has no impact on the 2000
accounts. However, backlog figures include a
EUR 169.8 million amount related to this project. It
is impossible at this stage, to assess the effect this accident
could have on the execution timetable of this project.

Note 22  List of principal
consolidated subsidiaries and equity accounted
companies

|                                             |  |          |                              |               |               |  |     | 
|-------------------------------------------- |  | -------- | ---------------------------- | ------------- | ------------- |  | --- | 
|                                             |  |          |                              | Percentage of |              
|                                             |  |          |                              | interest in   |              
|Consolidated Companies                       |  | Location |                              |               | consolidation | 
|                                             |  |          |                              |               |               | 
|Coflexip                                     |  |          | Paris, France                |               |               |  | 100 | 
|Cofleximmo                                   |  |          | Paris, France                |               |               |  | 100 | 
|Coflexip Stena Offshore Deep Water           |  |          | Paris, France                |               |               |  | 100 | 
|Coflexip Stena Offshore International        |  |          | Boulogne Billancourt, France |               |               |  | 100 | 
|Coflexip Développement                       |  |          | Boulogne Billancourt, France |               |               |  | 100 | 
|Coflexip Stena Offshore N.V.                 |  |          | Amsterdam, Netherlands       |               |               |  | 100 | 
|Coflexip Stena Offshore Contracting BV       |  |          | Amsterdam, Netherlands       |               |               |  | 100 | 
|Coflexip Stena Offshore Holdings Ltd.        |  |          | Aberdeen, United Kingdom     |               |               |  | 100 | 
|Coflexip Stena Offshore Ltd.                 |  |          | Aberdeen, United Kingdom     |               |               |  | 100 | 
|Coflexip Stena Offshore Ships One
    Ltd.   |  |          | Aberdeen, United Kingdom     |               |               |  | 100 | 
|Coflexip Stena Offshore Ships Three
    Ltd. |  |          | Aberdeen, United Kingdom     |               |               |  | 100 | 
|Northern Coasters Ltd.                       |  |          | Aberdeen, United Kingdom     |               |               |  | 100 | 

F-124



---



##### Table of Contents



THE COFLEXIP STENA OFFSHORE GROUP


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

|                                                           |  |          |                                     |               |               |  |      | 
|---------------------------------------------------------- |  | -------- | ----------------------------------- | ------------- | ------------- |  | ---- | 
|                                                           |  |          |                                     | Percentage of |              
|                                                           |  |          |                                     | interest in   |              
|Consolidated Companies                                     |  | Location |                                     |               | consolidation | 
|                                                           |  |          |                                     |               |               | 
|Technical Diving Services Ltd.                             |  |          | Aberdeen, United Kingdom            |               |               |  | 100  | 
|Anchortech Ltd.                                            |  |          | Aberdeen, United Kingdom            |               |               |  | 100  | 
|Coflexip U.K. Stena Offshore Holdings
    Ltd.             |  |          | Aberdeen, United Kingdom            |               |               |  | 100  | 
|Coflexip U.K. Ltd.                                         |  |          | Aberdeen, United Kingdom            |               |               |  | 100  | 
|Perry Slingsby, Ltd.                                       |  |          | Aberdeen, United Kingdom            |               |               |  | 100  | 
|DUCO Ltd.                                                  |  |          | Newcastle, United Kingdom           |               |               |  | 100  | 
|Coflexip Stena Offshore Norge A/S                          |  |          | Oslo, Norway                        |               |               |  | 100  | 
|Coflexip Stena Offshore A/S                                |  |          | Lysaker, Norway                     |               |               |  | 100  | 
|Coflexip Stena Offshore U.S.A. Holding
    Inc.            |  |          | Houston, TX, U.S.A.                 |               |               |  | 100  | 
|Coflexip Stena Offshore Services Inc.                      |  |          | Houston, TX, U.S.A.                 |               |               |  | 100  | 
|DUCO Inc.                                                  |  |          | Houston, TX, U.S.A.                 |               |               |  | 100  | 
|Perry Slingsby, Inc.                                       |  |          | Jupiter, Florida, U.S.A.            |               |               |  | 100  | 
|R.J. Brown Deepwater, Inc.                                 |  |          | Houston, TX, U.S.A.                 |               |               |  | 100  | 
|Coflexip Stena Offshore Newfoundland                       |  |          | St Johns, Newfoundland, Canada     |               |               |  | 100  | 
|Stena Offshore (Jersey) Ltd.                               |  |          | Jersey                              |               |               |  | 100  | 
|Coflexip Stena Offshore (Mauritius)
    Ltd.               |  |          | Mauritius                           |               |               |  | 100  | 
|Flexservice N.V                                            |  |          | Dutch West Indies                   |               |               |  | 100  | 
|Sunflex Offshore N.V                                       |  |          | Dutch West Indies                   |               |               |  | 100  | 
|Flexone N.V                                                |  |          | Dutch West Indies                   |               |               |  | 100  | 
|Brasflex                                                   |  |          | Rio de Janeiro, Brazil              |               |               |  | 100  | 
|Brasflex Overseas                                          |  |          | Virgin Islands                      |               |               |  | 100  | 
|Sea Oil                                                    |  |          | Cayman Islands, British West Indies |               |               |  | 100  | 
|Flexibras                                                  |  |          | Vitoria, Brazil                     |               |               |  | 100  | 
|Sigma                                                      |  |          | Vitoria, Brazil                     |               |               |  | 100  | 
|Marflex                                                    |  |          | Rio de Janeiro, Brazil              |               |               |  | 100  | 
|Coflexip Stena Offshore Asia Pacific PTY
    Ltd.          |  |          | Perth, Australia                    |               |               |  | 100  | 
|Coflexip Stena Offshore PTY Ltd.                           |  |          | Perth, Australia                    |               |               |  | 100  | 
|South East Asia Marine Engineering &
    Construction Ltd. |  |          | Calcutta, India                     |               |               |  | 58.2 | 

F-125



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##### Table of Contents






SIGNATURES

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



| |                 
| | ----------------
| | TECHNIP-COFLEXIP



| |     |                 
| | --- | ----------------
| | By: | /s/ Daniel Valot

| |                                
| | -------------------------------
| |                                
| | Name: Daniel Valot             
| | Title:  Chief Executive Officer

Date: June 24, 2003



---



##### Table of Contents






CERTIFICATIONS

I, Daniel Valot, certify that:

1. I have reviewed this annual report on
Form 20-F of Technip-Coflexip;

2. Based on my knowledge, this annual report
does not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this
annual report;

3. Based on my knowledge, the financial
statements, and other financial information included in this
annual report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual
report;

4. The registrants other certifying
officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and have:

a.   designed such disclosure
controls and procedures to ensure that material information
relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual
report is being prepared;

b.   evaluated the effectiveness
of the registrants disclosure controls and procedures as
of a date within 90 days prior to the filing date of this
annual report (the Evaluation Date); and

c.   presented in this annual
report our conclusions about the effectiveness of the disclosure
controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrants other certifying
officer and I have disclosed, based on our most recent
evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons
performing the equivalent function):

a.   all significant deficiencies
in the design or operation of internal controls which could
adversely affect the registrants ability to record,
process, summarize and report financial data and have identified
for the registrants auditors any material weaknesses in
internal controls; and

b.   any fraud, whether or not
material, that involves management or other employees who have a
significant role in the registrants internal controls; and

6. The registrants other certifying
officer and I have indicated in this annual report whether or
not there were significant changes in internal controls or in
other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies
and material weaknesses.

Date: June 24, 2003



| |  |                 
| |  | ----------------
| |  | /s/ Daniel Valot

| |                        
| | -----------------------
| |                        
| | Daniel Valot           
| | Chief Executive Officer



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##### Table of Contents



I, Olivier Dubois, certify that:

1. I have reviewed this annual report on
Form 20-F of Technip-Coflexip;

2. Based on my knowledge, this annual report
does not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this
annual report;

3. Based on my knowledge, the financial
statements, and other financial information included in this
annual report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual
report;

4. The registrants other certifying
officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and have:

a.   designed such disclosure
controls and procedures to ensure that material information
relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual
report is being prepared;

b.   evaluated the effectiveness
of the registrants disclosure controls and procedures as
of a date within 90 days prior to the filing date of this
annual report (the Evaluation Date); and

c.   presented in this annual
report our conclusions about the effectiveness of the disclosure
controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrants other certifying
officer and I have disclosed, based on our most recent
evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons
performing the equivalent function):

a.   all significant deficiencies
in the design or operation of internal controls which could
adversely affect the registrants ability to record,
process, summarize and report financial data and have identified
for the registrants auditors any material weaknesses in
internal controls; and

b.   any fraud, whether or not
material, that involves management or other employees who have a
significant role in the registrants internal controls; and

6. The registrants other certifying
officer and I have indicated in this annual report whether or
not there were significant changes in internal controls or in
other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies
and material weaknesses.

Date: June 24, 2003



| |  |                   
| |  | ------------------
| |  | /s/ Olivier Dubois

| |                        
| | -----------------------
| |                        
| | Olivier Dubois         
| | Chief Financial Officer