##### Table of Contents



As filed with the Securities and Exchange Commission on
    June 20, 2007
    SECURITIES AND EXCHANGE COMMISSION
    FORM 20-F
  o

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

ANNUAL REPORT PURSUANT TO
    SECTION 13 OR 15(d) OF 
    THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2006ORo

TRANSITION REPORT PURSUANT TO
    SECTION 13 OR 15(d) OF 
    THE SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          too

SHELL COMPANY REPORT PURSUANT TO
    SECTION 13 OR 15(d) OF 
    THE SECURITIES EXCHANGE ACT OF 1934Date of event requiring this shell
    company
    report _
    _Commission file number:
    1-15234  TECHNIP
 (Exact name of registrant as
    specified in its charter)
  Not Applicable

France(Translation of
    registrants

(Jurisdiction of
    incorporationname into English)

or
    organization)  6-8 allée de lArche,
    Faubourg de lArche  ZAC Danton, 92400
    Courbevoie
    (telephone: +33-1-4778-2121)
 (Address of principal executive
    offices)
    Title of each class:

Name of each exchange on which registered:American Depositary Shares, each
    representing 
    one Ordinary
    Share(1)(2)

New York Stock
    ExchangeOrdinary
    Shares(1)(2)

New York Stock
    Exchange     (1)
    
    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.(2)
    
    On April 29, 2005,
    Technips extraordinary meeting of shareholders approved a
    one-for-four share split with the corresponding division of the
    nominal share value, effective May 13, 2005. As of
    May 13, 2005, the number of outstanding shares was
    96,522,328 with a nominal value of 0.7625. Simultaneously
    with the share split, our ADS-to-share ratio changed from
    four-to-one to one-to-one.   None
   None
   Ordinary Shares, nominal value
    0.7625 per share:
    106,117,174(2)
   Yes þ No o
   Yes o          No þ
   Yes þ No o
  Rule 12b-2
 Large
    accelerated filer þ
    Accelerated
    filer o
    Non-accelerated
    filer o   Item 17 o               Item 18 þ
  Rule 12b-2
 Yes o          No þ




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##### 



TABLE OF
    CONTENTS
   
 PagePART I

5Item 1.


Identity of
    Directors, Senior Management and Advisers

5Item 2.


Offer Statistics
    and Expected Timetable

5Item 3.


Key
    Information

5Item 4.


Information on
    Technip

14Item 4A.


Unresolved Staff
    Comments

47Item 5.


Operating and
    Financial Review and Prospects

48Item 6.


Directors, Senior
    Management and Employees

69Item 7.


Major Shareholders
    and Related Party Transactions

85Item 8.


Financial
    Information

86Item 9.


The Offer and
    Listing

89Item 10.


Additional
    Information

93Item 11.


Quantitative and
    Qualitative Disclosures About Market Risk

123Item 12.


Description of
    Securities Other than Equity Securities

126PART II

127Item 13.


Defaults, Dividend
    Arrearages and Delinquencies

127Item 14.


Material
    Modifications to the Rights of Security Holders and Use of
    Proceeds

127Item 15.


Controls and
    Procedures

127Item 16.


[Reserved]

129Item 16A.


Audit Committee
    Financial Expert

129Item 16B.


Code of
    Ethics

129Item 16C.


Principal
    Accountant Fees and Services

129Item 16D.


Exemptions from the
    Listing Standards for Audit Committees

131Item 16E.


Purchases of Equity
    Securities by the Issuer and Affiliated Purchasers

131PART III

132Item 17.


Financial
    Statements

132Item 18.


Financial
    Statements

132Item 19.


Exhibits

132EX-12.1: CERTIFICATIONEX-12.2: CERTIFICATIONEX-13.1: CERTIFICATIONEX-14.1: CONSENT   1




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    has been intentionally left blank.]




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##### Table of Contents



PRESENTATION
    OF INFORMATION
        CAUTIONARY
    STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
      
    our ability to successfully continue to originate and execute
    large services contracts, and construction and project risks
    generally;
    our ability to manage and mitigate logistical challenges due to
    underdeveloped infrastructure in some countries where we are
    performing projects;
    supply chain bottlenecks;
    our ability to attract and retain qualified personnel;
    the ability of our subcontractors to attract skilled labor,
    particularly for the increasing number of large,
    labor-intensive, time-sensitive projects we have been awarded;
    severe weather conditions;
    control of costs and expenses;
    raw material price fluctuations;
    losses in any of our contracts;
    political and social stability in developing countries;
    armed conflict or political instability in the Arabic-Persian
    Gulf, Africa and other regions where we operate;
    our ability to successfully keep pace with technology changes; 3




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##### Table of Contents




    the level of production-related capital expenditure in the oil
    and gas industry as well as other industries;
    the timing of development of energy resources;
    the reduced availability of government-sponsored export
    financing;
    currency fluctuations;
    interest rate fluctuations;
    U.S. legislation relating to investments in Iran or
    elsewhere that we seek to do business;
    competition and the strength of competition;
    intensified price pressure by our competitors;
    the evolution, interpretation and uniform application and
    enforcement of International Financing Reporting Standards
    (IFRS), according to which we prepare our financial
    statements, as of January 1, 2005;
    changes in tax legislation, rules, regulations or
    enforcement; and
    our ability to remain compliant with the obligations imposed by
    Sarbanes-Oxley.      Form 6-K
 4




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##### Table of Contents



PART I  Item 1.
    Identity
    of Directors, Senior Management and Advisers    Item 2.
    Offer
    Statistics and Expected Timetable   Item 3.  Key
    Information  Selected
    Financial Data
        As of and For theYears ended December 31,2006


2005


2004in millions of Euros,except share andper share dataINCOME STATEMENT
    DATA:IFRSRevenues


6,926.5



5,376.1



5,140.9Income from operations


360.1



231.0



233.6Income from continuing operations


201.9



100.0



114.2Net income attributable to
    shareholders of the Group


200.1



93.3



111.8Earnings Per Share
    Data:Weighted average number of shares
    outstanding (thousands)


105,471



95,687



94,454Diluted number of shares
    (thousands)


106,282



97,217



110,843Basic earnings per share from
    continuing operations attributable to the equity holders of the
    Group


1.90



1.05



1.21Basic net income per share
    attributable to the equity holders of the Group


1.90



0.98



1.18Diluted net income per share
    attributable to the equity holders of the Group


1.88



0.96



1.13OTHER FINANCIAL DATA:Purchase of fixed assets


157.2



170.5



123.8Depreciation and amortization


159.8



143.3



142.1 5




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As of and For theYears ended December 31,2006


2005


2004in millions of Euros,except share andper share dataBALANCE SHEET DATA:Cash and cash equivalents


2,402.8



2,187.8



1,434.0Non-current assets, net


3,356.2



3,334.5



3,337.7Total assets


8,063.4



7,297.0



6,417.6Total current debt


185.9



214.4



192.0Convertible bonds (OCEANE)






650.1



670.9Total non-current debt


676.7



1,305.3



1,408.7Shareholders equity
    excluding Minority Interests


2,401.3



1,953.7



1,851.6Minority interests


15.5



13.9



9.8     As of and For the Years ended December 31,2006


2005


2004


2003


2002in millions of Euros, except share dataINCOME STATEMENT
    DATA:U.S.
    GAAPRevenues


6,833.6



5,369.5



5,073.6



4,671.3



4,432.0Income from operations


312.4



230.4



248.7



193.6



177.1Net income from continuing
    operations


196.0



94.2



85.9



193.6



177.1Net income attributable to
    shareholders of the Group(1)


224.2



93.7



83.3



69.6



83.3Earnings Per Share
    Data:(2)Weighted average number of shares
    outstanding (thousands)


105,471



95,687



94,620



93,728



103,292Diluted number of shares
    (thousands)


106,282



97,217



95,956



93,996



103,824Basic net income per share from
    continuing operations attributable to the equity holders of the
    Group


1.86



0.98



0.91



0.74



0.81Basic net income per share
    attributable to the equity holders of the Group


2.13



0.98



0.88



0.74



0.81Diluted net income per share
    attributable to the equity holders of the Group


2.11



0.96



0.87



0.74



0.80BALANCE SHEET DATA:Total long-term debt(3)


676.7



1,267.4



1,367.7



903.2



950.1Total assets


8,246.4



7,484.1



7,003.2



6,045.9



5,972.9Shareholders equity


2,587.4



2,147.3



2,052.8



2,164.3



2,108.5     *
    
    Does not include the cumulative effect of change in accounting
    principles on dry-dock expenses for 10.6 million in
    2005.(1)
    
    Net income under U.S. GAAP for 2005 as reported above is
    audited. This differs from unaudited Net income under U.S. GAAP
    for 2005 as published on February 23, 2006.(2)
    
    On May 13, 2005, we effected a one-for-four share split.
    All share and per share data under U.S. GAAP for the period to
    and including that date have been retroactively adjusted to
    reflect this share split.(3)
    
    Includes 612.2 million, which is related to the
    nominal amount of the bond debt (OCEANE) in 2005. This bond debt
    was retired by conversion to equity in March 2006. See
    Note 23 to the Consolidated Financial Statements.  Exchange
    Rate Information
   6




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U.S. dollars per 1.00Year/period


Averageend rate


rate(1)


High


LowAnnual amounts2002


1.05



0.95



1.05



0.862003


1.26



1.14



1.26



1.042004


1.35



1.25



1.36



1.182005


1.18



1.24



1.35



1.172006


1.32



1.27



1.33



1.19Monthly amountsNovember 2006


1.33



1.29



1.33



1.27December 2006


1.32



1.32



1.33



1.31January 2007


1.30



1.30



1.33



1.29February 2007


1.32



1.31



1.32



1.29March 2007


1.34



1.32



1.34



1.31April 2007


1.36



1.36



1.37



1.36May 2007


1.35



1.35



1.36



1.34June 2007 (through June 18,
    2007)


1.34



1.34



1.35



1.33     (1)
    The average of the Noon Buying Rates on the last business day of
    each month during the relevant period.      Dividends
    TotalgrossAvoir fiscal


dividendDistribution


Number of shares


Net dividend


per share


per shareYear(1)

in millions of Euros


as of December 31,


in Euros


in Euros2006


326.2



106,117,174



3.15



N/A



3.152005(2)


90.9



98,874,172



0.92



N/A



0.922004


79.5



24,110,654



3.30



1.00



4.302003


79.4



23,738,331



3.30



1.65



4.952002


77.3



23,408,004



3.30



1.65



4.95     (1)
    Pursuant to French law, payment of dividends must be made within
    nine months following the end of the fiscal year to which they
    relate.(2)
    On May 13, 2005, pursuant to a share split, the number of
    our outstanding shares was multiplied by four.     7




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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
  We may
    fail to successfully execute large integrated services
    contracts, which could inhibit our margins.
  and/or
    We are
    exposed on turnkey contracts to significant construction risks
    that could cause us to incur losses.
    
    unanticipated increases in the cost of equipment, materials or
    manpower;
    delays associated with the delivery of equipment and materials
    to the project site;
    unforeseen construction conditions creating unanticipated costs;
    delays caused by local weather conditions; and
    suppliers or subcontractors failure to perform.    Losses
    on one or more large contracts could reduce our net income or
    cause us to incur a loss.
   8




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Because
    most of our sales are to companies in the
    hydrocarbon/petrochemical industry, a reduction in
    production-related capital spending in that industry could cause
    our projects to be postponed or cancelled and constrain our
    ability to grow or maintain profits.
      
    the rate of discovery and development of new oil and gas
    reserves;
    global demand for energy, which in turn is influenced by the
    growth rate of global GDP;
    global demand for petrochemicals and fertilizers;
    local and international political and economic
    conditions; and
    trends in environmental legislation.    Because
    we make sales and incur expenses in multiple currencies,
    exchange rate fluctuations may cause us to incur losses when
    hedging on our exchange rate exposure is not
    sufficient.
  contract-by-contract
  One or
    more of our contracts for projects in Iran 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.
   9




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12-month
    Our
    revenues are subject to a significant number of tax regimes and
    changes in the legislation or the rules implementing them or the
    regulator enforcing them in any one of these countries could
    negatively and adversely affect our results of
    operations.
    Risks
    Related to the Engineering and Construction Industry
  Supply
    chain bottlenecks could adversely affect our results of
    operations.
    Sustained
    high raw materials and maritime freight prices increase our
    production costs and cost of goods sold, and we may not be able
    to pass the increased costs to customers.
   10




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A
    large number of oil and gas projects are found in developing
    countries, political, economic and social instability in these
    countries could cause those projects to be cancelled, postponed
    or subject to delays, which could increase our costs, risk
    project losses and reduce our future growth
    opportunities.
      We are
    engaged in a highly competitive business and must typically bid
    against competitors to obtain engineering, construction and
    service contracts. In addition, an adverse pricing environment,
    including price pressure by our competitors could reduce the
    volume of contracts meeting our potential margin criteria and
    negatively affect our net income.
    Our
    success depends on attracting and retaining qualified personnel
    in a competitive environment and on the ability of our
    subcontractors to attract skilled labor.
     11




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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.
    2008-2012, and/or
  Our
    operations are sensitive to severe weather
    conditions.
    We
    could be adversely affected if we fail to keep pace with
    technological changes, and changes in technology could result in
    write downs of our assets.
  and/or and/or
  Our
    operations may cause substantial harm to persons, property and
    the environment, which could hurt our reputation and, to the
    extent they are not covered contractually or by insurance, could
    cause us to incur substantial costs.
   12




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Risks
    Related to Our Shares and American Depositary Shares
    (ADSs)
  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.
    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
    acquirer.
  statuts
  If you
    hold our ADSs rather than our shares, you will not be able to
    exercise all the rights our articles of association (statuts)
    provide to holders of our shares.
   13




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Item 4.
    Information
    on Technip  Overview
    of Our Business
                  tm
 14




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The
    Industry in Which We Operate
          Onshore-Downstream
  (BACKLOG 2005 PIE CHART)

(SALES 2005 PIE CHART)   Offshore
    Facilities: Revenues of 1.196 billion in
    2006
    Offshore
    SURF: Revenues of 2.209 billion in 2006
  and/or
 15




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Onshore-Downstream:
    Revenues of 3.318 billion in 2006
    Industries:
    Revenues of 204 million in 2006
  and/or
  Strategy
    
    in an environment experiencing a sustained level of investments,
    to consolidate leadership of the Group within the hydrocarbon
    sector by maintaining a steady balance between different
    business segments and geographical markets;
    to lead the growth of the Offshore SURF (Subsea Umbilicals,
    Risers & Flowlines) markets in order to maintain our
    strong position, particularly in Brazil, the Gulf of Mexico, the
    Asia-Pacific region, the North Sea and West Africa;
    to participate in the development of the Offshore Platform
    markets concentrating on innovative platform solutions, which
    allows us to leverage our distinctive competences and expertise,
    in particular, with respect to the management of large scale
    projects and technologies (self-installing solutions,
    float-over, Spar);
    to follow the development in the growing markets of liquefied
    natural gas (LNG) and ethylene where we are already
    a worldwide industry leader;
    to take advantage of the anticipated upturn in construction
    projects for new refineries, including heavy oil processing, in
    which we have an extensive experience and numerable
    references; and
    finally, to support the development of industry sectors in
    priority markets.  Recent
    Major Acquisitions and Dispositions
    Dirpar.
  Non-strategic assets.
 16




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KTI SpA.
  CSO Deep Pioneer. CSO Deep
    Pioneer
  EHR and IG SpA.
  Marianos.
  Gulf Marine Fabricators.
  Technip Portugal.
  Technip Subsea 7 Asia Pacific Pty
    Ltd. set-up
  ROV.
  Business
    Segments
      Offshore
    SURF and Offshore Facilities Segments
   17




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Offshore
    SURF
          Offshore
    Facilities
         18




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Fixed Platforms. start-up
  Floating and Semi-submersible
    Platforms.
    Floating, Production, Storage and
    Offloading.
  Industry
    Considerations
    Offshore
    SURF Strategy
      Offshore
    Facilities Strategy
   19




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Onshore-Downstream
    Segment
      Onshore Field Development.
  Pipelines.
  Natural Gas Treatment and
    Liquefaction. started-up ®
  ® ®
  Refineries.
  and/or
 20




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Petrochemicals.
  Ethylene.
      Polyethylene/Polypropylene.
  Industry
    Considerations
  2003-2030
  2
    Onshore-Downstream
    Strategy
   21




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Industries
    Segment
      Life Sciences.
  Chemicals.
  Metals.
  Aeronautic and Space Industries.
  Cement.
  Industrial Buildings.
 22




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Industry
    Considerations
    Industries
    Strategy
      Segment
    and Geographical Breakdown of Revenues and Backlog
  Revenues
    by Segment
    Year ended December 31,2006


2005


2004in millions of EurosOffshore SURF


2,209.2



1,797.6



1,422.1Offshore Facilities


1,195.5



1,013.4



1,066.6Onshore-Downstream


3,317.8



2,318.2



2,384.1Industries


204.0



246.9



268.1Corporate










Total


6,926.5



5,376.1



5,140.9   Revenues
    by Geographic Region
    Year ended December 31,2006


2005


2004in millions of EurosEurope, Russia, Central Asia


1,399.2



1,382.9



1,278.9Africa


1,254.4



1,258.4



1,285.1Middle East


2,070.7



1,108.1



1,268.6Americas


1,395.5



1,043.3



929.4Asia-Pacific


806.7



583.4



378.9Total


6,926.5



5,376.1



5,140.9   Special
    Geographic Considerations
   23




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##### Table of Contents



non-U.S. company,
      and/or
  Backlog
    by Segment
    Year ended December 31,2006


2005


2004(unaudited, inbillions of Euros)Offshore SURF


2.72



2.69



1.90Offshore Facilities


0.74



1.20



0.90Onshore-Downstream


6.65



7.13



3.76Industries


0.16



0.15



0.22Corporate










Total


10.27



11.17



6.78   Backlog
    by Geographical Region
     24




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Description
    of Our Operations
  Contract
    Project Management
  contract-by-contract
  Turnkey
    Projects
    and/or
    Progressive
    Lump-Sum Turnkey Contract
  mark-ups
  Cost
    Plus Fee Contracting
   25




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Single-Project
    Joint Ventures
  Qatargas III/IV.
    Alliances
      Execution
    of a Turnkey Project
    Financial Engineering
    
    Our teams assist clients in obtaining external project finance
    before work commences.Engineering Design
    
    Our engineering services draw on our internal engineering staff
    and our selected 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 and
    Performance Tests
    
    Our commissioning/start-up service verifies the readiness of the
    facility and starts operations. Once
    start-up and
    performance tests are successfully completed, our role in the
    project is over.  start-up start-up
 26




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Financial
    Engineering
    
    export credits from multiple national export-import agencies;
    co-financing with multilateral financing institutions;
    structured trade finance based on commercial transactions;
    international commercial credit;
    local funding; and
    letters of credit.      Brazil:
  Chile:
  Czech Republic:
  Egypt:
  Malaysia:
  Oman:
  Qatar:
  Russia:
  Turkmenistan:
  Uzbekistan:
   27




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Engineering
    Design
      Basic engineering design.
  Front-end engineering design.
  Detailed engineering.
  Procurement
       28




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e-procurement
  e-procurement
           29




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Construction
        
    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 subcontract 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 fewer construction services, we
    do not carry the related overhead and payroll costs of an
    internal unit; and
    we believe that, on average, we are able to produce higher
    operating margins from management of construction than from the
    construction work we subcontract to others.  Commissioning &
    Start-Up
  start-up start-up. start-up start-up
  Special
    Challenges of Turnkey Project Management
  Risk
    Management
   30




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
    selecting projects carefully, which may result in not bidding on
    a project that we do not believe will offer us profit
    opportunities adequate to cover risks;
    ensuring adequate technical capacity to meet contract
    obligations, including not bidding on projects outside our core
    competencies;
    using our global scale to diversify counterparty, country and
    industry risks;
    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 financing and
    government authorizations have been secured;
    ordering equipment rapidly and in the currency of our project
    receivables, which minimizes price and exchange rate risk;
    selecting appropriate subcontractors and suppliers based on
    technical abilities and financial strength;
    effective negotiation of contract terms and conditions including
    payment, change in laws, change orders, force majeure,
    etc., to minimize contract and financial risks;
    using experienced project managers;
    conducting regular project reviews by senior management together
    with project management; and
    obtaining appropriate insurance.    Business
    Risks
     31




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force
    majeure
      Cash Flow
    Risks
        Foreign
    Exchange Risks
   32




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Engineering
    Service Contracts
      Installation
    and Offshore SURF
    Rigid Pipelay. CSO Apache CSO Deep Blue
    CSO Deep Blue CSO Apache
  Flexible Pipelay and Umbilicals. CSO Deep Blue CSO Constructor CSO Deep
    Pioneer
  Trenching Services.
 33




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Other Installation Services.
  Inspection, Repair and Maintenance.
      Manufacturing
    and Supply
    Flexible Pipe.
  Drilling and Refining Applications
    Pipes.
  Umbilicals. and/or
 34




---



##### Table of Contents



Spar Manufacture.
  Floating, Production, Storage and
    Offloading.
    Project
    Tenders and Competition
         35




---



##### Table of Contents



i.e.
      Offshore
    SURF and Offshore Facilities
  Offshore SURF.
  Offshore Facilities.
  Design and Manufacturing of Flexible
    Pipe.
  Umbilicals.
  Robotics.
  Onshore-Downstream
    Technology
  Institut Français du Pétrole
 36




---



##### Table of Contents



Research
    and Development
        Technology
    Alliances
    Acquisitions
    Human
    Resources
   37




---



##### Table of Contents



An
    Expanding Workforce
        An
    Active Policy of International Mobility
        Training
      Motivation
    Through Employee Ownership
  Article L.225-102
  Expansion
    and Internationalization of Our Workforce
   38




---



##### Table of Contents



Year ended December 31,2006


2005


2004Employees


17,100



15,400



15,300External staff


4,900



5,600



3,700Total


22,000



21,000



19,000   Year ended December 31,2006


2005


2004Europe, Russia, Central Asia


11,400



11,500



10,500Africa


400



300Middle East


1,400



1,280



1,100
(1)Asia-Pacific


4,240



3,820



2,850Americas


4,560



4,100



4,550Total


22,000



21,000



19,000     (1)
    Employees in the Africa and the Middle East regions were
    accounted for together.  Employee
    Relations
            Property,
    Plant and Equipment
   39




---



##### Table of Contents



Principal
    Properties
    Location

Function

Status(Europe)Courbevoie
    (Paris-La Défense), France

Group HQ and Offices

LeasedParis, France

Offices

LeasedLe Trait, France

Plant and Offices

OwnedLyon, France(1)

Offices

LeasedAix-en-Provence, France

Offices

Co-ownedNîmes, France

Offices

LeasedRome, Italy

Offices

OwnedZoetermeer, The Netherlands

Offices

LeasedDüsseldorf, Germany

Offices

LeasedNewcastle, UK

Plant and Offices

Leased/OwnedAberdeen (Scotland), UK

Offices and Warehouses

Leased/OwnedLondon, UK

Offices

LeasedEvanton (Scotland), UK

Plant and Land

Leased/OwnedPori, Finland

Land, Plant and Offices

OwnedHemiksem, Belgium

Offices

OwnedBarcelona, Spain

Offices

LeasedOslo & Stavanger, Norway

Offices

LeasedOrkanger, Norway

Plant and Land

Leased/Owned(Eastern
    Europe)Baku, Azerbaijan

Plant and offices

LeasedSt Petersburg, Russia

Offices

LeasedMoscow, Russia

Offices

Leased(Asia)New Delhi, India

Offices

OwnedChennai, India

Offices

LeasedMumbai & Kolkata, India

Offices

LeasedKuala Lumpur, Malaysia

Offices

LeasedYokohama, Japan

Offices

LeasedShanghai & Tianjin, China

Offices

LeasedJakarta, Indonesia

Offices

LeasedBangkok, Thailand

Offices

LeasedSingapore, Singapore

Offices

Leased(Oceania)Perth, Australia

Offices

Leased(Northern
    America)Channelview (Texas), USA(2)

Plant and Land

OwnedClaremont (California), USA

Offices

LeasedMobile (Alabama), USA

Plant and Land

Leased/OwnedHouston (Texas), USA

Offices

LeasedSaint Johns, Canada

Offices

Leased(Southern
    America)Vitoria, Brazil

Plant and Land

Leased/OwnedRio de Janeiro, Brazil

Offices

Leased/OwnedMacae, Brazil

Plant and Offices

OwnedCaracas, Venezuela

Offices

Co-ownedBogota, Columbia

Offices

Owned 40




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##### Table of Contents



Location

Function

Status(Africa)Lagos, Nigeria

Offices

LeasedPort Harcourt, Nigeria

Plant and Offices

Leased/OwnedLobito, Angola

Plant and Land

Leased/OwnedDande, Angola

Plant and Land

Leased/OwnedLuanda, Angola

Offices

Leased(Middle East)Dubai, U.A.E.

Offices

LeasedAbu Dhabi, U.A.E.

Offices

LeasedDoha, Qatar

Offices

LeasedAl Khobar, Saudi Arabia

Offices

LeasedSanaa, Yemen

Offices

LeasedTehran, Iran

Offices

Leased     (1)
    In 2006, we completed a Sale and Lease Back
    operation with respect to our office building in Lyon (France).(2)
    Owned subject to an encumbrance (i.e., lien on tangible assets).      Marine
    Service Vessels
    OverallLength


Maximum Lifting Capacity

DivingName

(meters)


(metric tons)

SystemSunrise 2000


132


120 (3 cranes)

NoCSO Deep Blue


207


400 (3 cranes)

NoCSO Apache


123


85 (3 cranes)

NoCSO Wellservicer(1)


111


130 (2 cranes)

YesCSO Constructor


127


115 (3 cranes)

NoCSO Orelia


119


200 (2 cranes)

YesCSO Alliance


78


140 (3 cranes)

YesCSO Venturer


129


225 (2 cranes)

YesCSO Deep Pioneer


156


150 (2 cranes)

NoNormand Pioneer(2)


95


150 (A-Frame)

NoSEAMEC 1


76


30 (1 crane) + 15 (1 crane)

YesSEAMEC 2


93


50 (1 crane) + 30 (1 crane)

YesSEAMEC 3


93


50 (1 crane)

YesSEAMEC PRINCESS


123


100 (1 crane)

Yes     (1)
    This vessel is under a long-term operating lease agreement.(2)
    This vessel is under a long-term charter agreement.   41




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##### Table of Contents



Dependence
  project-by-project
        Year ended December 31,2006


2005


2004Total revenues


6,926.5



5,376.1



5,140.9Principal customers with the
    following percentages of
    revenues:(1)Customer A


14.0
%


11.6
%


7.4
%Customer B


11.4
%


6.0
%


4.5
%Customer C


5.2
%


3.9
%


4.1
%Customer D


3.3
%


6.7
%


8.3
%Customer E






3.0
%


7.7
%Customer F


0.8
%


4.4
%


7.2
%     (1)
    When a contract is awarded by a joint venture, the entire amount
    of revenue recognized on such contract is to the leader of the
    joint venture.  Pledged
    Assets
    Insurance
    Coverage
  and/or
   42




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##### Table of Contents



Environmental
    Matters and Other Governmental Regulations
  Industrial
    Risks Related to Environmental and Health and Safety
    Matters
    and/or
  Fabrications
    Units & Engineering Centers
      
    Directive 2003/87/EC of October 13, 2003, establishing a
    scheme for greenhouse gas emission allowance trading within the
    Community has been transposed into national law by the European
    Union member states. Its provisions have been implemented since
    January 2005 through the allowance of
    CO2
    emission quotas to a number of industrial sites for the period
    2005-2007.
    The revised quotas for the period
    2008-2012 do
    not seem to apply to our activities. However, the situation may
    evolve;
    Directive 2004/35/EC of April 21, 2004 establishing
    environmental liability with regard to the prevention and
    remedying of environmental damage, which should have been
    transposed into national law of the State members by
    April 30, 2007, generally provides for the
    polluter-pay principle. In France, the transposition
    requires a law and a decree, which are both expected to be
    adopted in late 2007; and
    Regulation 1907/2006 of December 18, 2006 concerning
    the Registration, Evaluation, Authorization and Registration of
    Chemicals (REACH) is gradually being implemented
    pursuant to a schedule running from June 1, 2007 to
    June 1, 2009. It imposes, in particular, on companies that
    manufacture
    and/or
    import chemicals to assess the risks resulting from the use of
    such chemicals and provide safety data regarding these products. 43




---



##### Table of Contents



Fleet
          Engineering,
    Procurement, Construction, Management (EPCM)
    Project
          Legal
    Risks Related to Environmental Matters
   44




---



##### Table of Contents



and/or
            Corporate
    History
    (011-33-1)
 45




---



##### Table of Contents



894-8500.
  société anonyme (statuts)
      
 46




---



##### Table of Contents



Item 4A.
    Unresolved
    Staff Comments   47




---



##### Table of Contents



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 IFRS,
    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
    Cautionary Statement Regarding Forward-Looking
    Statements and Item 3. Key
    Information Risk Factors and elsewhere
    in this document. You should read the following discussion
    together with our Consolidated Financial Statements included in
    this annual report.
  Note 36 to our consolidated financial statements
    describes the principal differences between IFRS and
    U.S. GAAP as they relate to us and reconciles our net
    income and shareholders equity.
  General
    Changes
    in Scope of Consolidation
    Coflexip
    Acquisition
  Year
    2006
    
    The first one concerns Offshore Facilities that
    relates mainly to the Aker Maritimes Deepwater division
    acquired by Coflexip in 2001; and
    The second one concerns Offshore SURF (Subsea,
    Umbilicals, Risers and Flowlines) and corresponds to the main
    activity of Coflexip before the acquisition of Aker:  Goodwill net under IFRS, related
    to the Offshore Facilities segment


304.6 millionGoodwill net under IFRS, related
    to the Offshore SURF segment


1.931 billion       
    The decrease of the Offshore SURF goodwill by
    8.0 million due to the classification of Perry
    Slingsby Systems Inc and Perry Slingsby Systems Ltd in assets
    held for sale; and
    The decrease of the Offshore SURF goodwill by
    9.0 million due to the use of tax losses unrecorded
    before as deferred tax assets. 48




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##### Table of Contents



Year
    2005
    Other
    Changes in Scope of Consolidation
  Year
    2006
    Year
    2005
        Year
    2004
        Critical
    Accounting Policies
    Revenues
    and Cost Recognition
     49




---



##### Table of Contents



contract-by-contract
  
    For all contracts, which include construction services subjected
    to performance commitments (lump-sum turnkey contracts), the
    percentage-of-completion is based on technical milestones
    defined for the main components of the contracts, once their
    progress is deemed sufficient which is typically a 20% to 25%
    level of completion;
    For other construction contracts, the percentage-of-completion
    is recognized based on the ratio between costs incurred to date
    and estimated total costs at completion.      Pension
    Assumptions
          Deferred
    Taxes
   50




---



##### Table of Contents



Impairment
    Tests of Goodwill
        and/or
  Stock-Based
    Compensation
      Contingent
    Liabilities
    Recently
    Issued Accounting Pronouncements
  Accounting for Certain Hybrid Financial Instrument, an
    amendment of FASB Statements No. 133 and 140 Accounting for Derivative
    Instruments and Hedging Activities Accounting for
    Transfers and Servicing of Financial Assets and Extinguishments
    of
 51




---



##### Table of Contents



Liabilities
  Accounting for Servicing of Financial Assets  An
    Amendment of FASB Statement No. 140
  Accounting for Uncertainty In Income Taxes Accounting for
    Income Taxes
  Fair Value Measurements
  Financial
    Statements  Considering the Effects or Prior Year
    Misstatements when Quantifying Misstatements in Current Year
    Financial Statements Financial Statements
  Employers Accounting for Defined Benefit Pension and
    Other Post-retirement Plans  an amendment of FASB
    Statement No. 87, 88, 106 and 132(R)
  The Fair Value Option for Financial Assets and Financial
    Liabilities
 52




---



##### Table of Contents



Segment
    Reporting
        Foreign
    Currency
          Foreign currency transactions.
 53




---



##### Table of Contents



contracts-in-progress
  Outlook
    for 2007
    Recent
    Developments
          
    1.481 billion in order intake for the period ended
    March 31, 2007, against 1.825 billion recorded
    for the period ended March 31, 2006;
    1.775 billion in revenues, an increase of 12.7%
    compared to the first quarter of 2006 where we recorded
    1.574 billion in revenues;
    107.9 million in operating income, excluding income
    from the disposition of activities, an increase of 237.2%
    compared to 32 million during the first quarter of
    2006;
    net income of 68.1 million, a 169.2% improvement over
    the 25.3 million recorded in the first quarter of
    2006;
    diluted earnings per share of 0.65 per share, an
    improvement of 109.7% compared to the 0.31 per share
    recorded in the first quarter of 2006;
    diluted earnings per ADS of U.S.$0.87 per share, a 103.1%
    increase from the U.S.$0.43 per ADS recorded in the first
    quarter of 2007.  Results
    of Operations for the Year Ended December 31, 2006,
    Compared to the Year Ended December 31, 2005 under
    IFRS
  Revenues
     54




---



##### Table of Contents



Backlog.
            Revenues
    by Segment
  Offshore SURF.
  Offshore Facilities.
 55




---



##### Table of Contents



Onshore-Downstream.
  Industries.
  Revenues
    by Geographic Area
  Europe, Russia, Central Asia.
  Africa.
  Middle East.
  Asia-Pacific.
  Americas.
 56




---



##### Table of Contents



Cost
    of Sales
        Research
    and Development Expenses
    Selling
    and Administrative Costs
    Other
    Operating Income and Expenses
    Income/(Loss)
    from Operations
       57




---



##### Table of Contents



Income/(Loss) from Operations by Geographic
    Region.
  2006


2005(in millions of Euros)Income/(Loss) from Operations by
    Geographic Region Europe, Russia,
    Central Asia


151.1



162.2 Africa


60.3



(42.5
) Middle East


125.0



50.5 Asia-Pacific


(80.9
)


27.2 Americas


104.6



33.6Total


360.1



231.0Operating Margin Ratios by
    Geographic Region(in %) Europe, Russia,
    Central Asia


10.8



11.7 Africa


4.8



(3.4
) Middle East


6.0



4.6 Asia-Pacific


(10.0
)


4.7 Americas


7.5



3.2   Europe, Russia, Central Asia,
  Africa,
  Middle East,
 58




---



##### Table of Contents



Asia-Pacific,
  Americas,
  Financial
    Result
      Share
    of Income/(Loss) of Associates Accounted for Using the Equity
    Method
    Income
    Tax Expense
    Minority
    Interests
    Net
    Income/(Loss)
    Results
    of Operations for the Year Ended December 31, 2005,
    Compared to the Year Ended December 31, 2004 under
    IFRS
  Revenues
   59




---



##### Table of Contents



Backlog.
        Revenues
    by Segment
  SURF.
  Offshore Facilities.
  Onshore-Downstream.
  Industries.
 60




---



##### Table of Contents



Revenues
    by Geographic Area
  Europe, Russia, Central Asia.
  Africa.
  Middle East.
  Asia-Pacific.
  Americas.
  Cost
    of Sales
    Research
    and Development Expenses
    Selling
    and Administrative Costs
   61




---



##### Table of Contents



Other
    Operating Income and Expenses
    Income/(Loss)
    from Operations
              start-up
      2005


2004in millions of EurosIncome/(Loss) from Operations by
    Geographic Region Europe, Russia,
    Central Asia


162.2



84.5 Africa


(42.5
)


79.3 Middle East


50.5



17.9 Asia-Pacific


27.2



38.8 Americas


33.6



13.1Total


231.0



233.6Operating margin ratios(in %) Europe, Russia,
    Central Asia


11.7



6.6 Africa


(3.4
)


6.2 Middle East


4.6



1.4 Asia-Pacific


4.7



10.2 Americas


3.2



1.4   Europe, Russia, Central Asia,
 62




---



##### Table of Contents



Africa,
  Middle East,
  Asia-Pacific, starting-up
  Americas,
  Financial
    Result
    Share
    of Income/(Loss) of Associates Accounted for Using the Equity
    Method
    Income
    Tax Expense
          Minority
    Interests
   63




---



##### Table of Contents



Net
    Income/(Loss)
    Cash
    Flows
  2006
    compared to 2005
    Cash
    from Operating Activities
      Cash
    provided (used) by Investing Activities
          Cash
    provided (used) by Financing Activities
      2005
    compared to 2004
    Cash flow from operating activities.
   64




---



##### Table of Contents



32-39
  Cash flow from investing activities.
        Cash flow from financing activities.
  Liquidity
    and Capital Resources
         65




---



##### Table of Contents



66




---



##### Table of Contents



Contractual
    Obligations and Other Commitments
    Balance as ofDecember 31,


Payments due inContractual Obligations

2006


2007


2008-2009


2010-2011


Thereafter(in millions of Euros)Short-Term Debt


185.9



185.9











Long-Term Debt


676.7







21.8



651.7



3.2Operating Leases


371.0



63.4



104.5



73.3



129.8Capital Leases


















Pension obligations


115.8



10.3



10.0



11.5



84.0   2008-2009 2010-2011
    Total as ofDecember 31,


PaymentsOther Commitments (financial instruments)

2006*


2007


2008-2009


2010-2011


Thereafter(in millions of Euros)Buy currency, sell national
    currency (forwards and swaps)


233.3



177.9



55.4







Sell currency, buy national
    currency (forwards, swaps and options)


1,145.3



1,031.5



111.1



2.7



Sell/Buy foreign currencies


392.6



366.9



25.7



0



Foreign exchange rate instruments


1,771.2



1,576.3



192.2



2.7



Interest rate instruments


















     *
    Nominal value. 67




---



##### Table of Contents



Off-Balance
    Sheet Financing Arrangements
    Total as ofyear end


Maturity2006


2007


2008-2009


2010-2011


Thereafter(in millions of Euros)Parent company guarantees


25,766.7



5,844.3



9,728.8



9,312.4



881.2Others commitments given


2,904.4



1,131.7



856.4



901.4



14.9Total commitments given


28,671.1



6,976.0



10,585.2



10,213.8



896.1Total commitments received


945.8



457.4



202.4



264.8



21.2   Guarantees
    Related to Contracts
      Parent
    Guarantees to Clients
    Other
    Material Financial Elements
     68




---



##### Table of Contents



Item 6.
    Directors,
    Senior Management and Employees  Directors
    and Officers
  société
    anonyme Conseil
    dAdministration
  Directeur
    Général statuts
    statuts statuts
    Our
    Board of Directors
  statuts statuts
  statuts
 69




---



##### Table of Contents




    appoint the Chairman, the Chief Executive Officer and the
    executive vice presidents (directeurs généraux
    délégués);
    define our strategy with the assistance of the Strategic
    Committee, and discuss the major transactions planned by the
    Group;
    remain informed of all important events concerning our running
    and, in particular, investments and divestures superior to three
    percent of shareholders equity;
    with the assistance of the Audit Committee, proceed with the
    controls and verifications that are deemed suitable;
    monitor the proper functioning of the internal control elements
    and of the satisfying character of the conditions of doing their
    mission by the auditors;
    monitor the proper functioning of the committees that it has
    created;
    monitor the quality of our disclosure provided to our
    shareholders and to the financial markets, with the assistance
    of the Audit Committee;
    convene and set the agenda for shareholders meetings;
    establish each year the list of directors considered independent
    pursuant to corporate governance criteria, taking into
    consideration the applicable standards and recommendations, as
    needed, on the trading markets where our securities are
    traded; and
    authorize the regulated agreements and the sureties, guarantees
    and warranties given by us. 70




---



##### Table of Contents



(jetons de présence)
        Initial




TermName, Age, Citizenship(1)

Appointment


Responsibility on Board

ExpiresDaniel Valot(62)


1996


Chairman of the Board,
    Chief Executive Officer
    and Director


2006Olivier Appert(58)


2003


Director


2006Roger Cairns (64)
    (United Kingdom)


2001


Director


2006Miguel Caparros (63)
    (Spain)


1995


Director


2006Jacques Deyirmendjian(62)


2000


Director


2006Jean-Pierre Lamoure(58)


1998


Director


2006Daniel Lebègue(63)


2003


Director


2006Roger Milgrim (70)
    (United States)


2001


Director


2006Rolf-Erik Rolfsen (66)
    (Norway)


2001


Director


2006Pierre Vaillaud(72)


1992


Director


2006Bruno Weymuller(58)


1995


Director


2006     (1)
    Unless noted otherwise, our board members are French citizens.     71




---



##### Table of Contents




    approving the financial statements and the consolidated
    financial statements for the 2005 fiscal year;
    examining the reports and the resolutions to be proposed to the
    shareholders meeting and setting an agenda;
    reviewing the list of independent directors;
    evaluating the functioning of the Board of Directors and its
    committees;
    responding to written questions by a shareholder before the
    shareholders meeting;
    reviewing the reports of our Strategic Committee, our Audit
    Committee and our Nominations and Remunerations Committee;
    approving the advanced reimbursement of the OCEANEs;
    examining the proposed disposition of a company within the Group;
    examining the composition of our Board of Directors;
    examining a contemplated acquisition;
    approving an increase of the share capital reserved to the
    employees of the Group;
    reviewing strategic issues;
    reviewing ordinary business issues;
    deciding the payment of an interim dividend;
    approving the cancellation of shares;
    reviewing quarterly and half-year accounts and reports of
    activity;
    recommending the budget for 2007;
    renewing the powers of the Chairman of our Board of Directors
    for the 2007 fiscal year in terms of guarantees, sureties and
    warranties; and
    granting a subscription share option plan.  Biographies
    of Our Board of Directors
  Thierry Pilenko. École Nationale Supérieure de Géologie École du Pétrole et des Moteurs (1984-2004) Compagnie Générale de
    Géophysique
  Daniel Valot.
 72




---



##### Table of Contents



Compagnie Générale de Géophysique Institut Français du
    Pétrole Institut dEtudes
    Politiques de Paris Ecole Nationale dAdministration
  Olivier Appert. Ecole Polytechnique Ecole des Mines de
    Paris. Mines de Lyon Télécommunications Radioélectriques et
    Téléphoniques Institut Français du Pétrole
  Roger Cairns.
  Miguel Caparros. Institut de Paléontologie Humaine Ecole des
    Hautes Etudes Commerciales
  Pascal Colombani. École Normale Supérieure agrégation Centre National de la
    Recherche Scientifique (1978-1997) (1997-1999), Institut Français du Pétrole Académie des
    Technologies
  Jacques Deyirmendjian.
 73




---



##### Table of Contents



Ecole Polytechnique de Paris Ecole Nationale de la Statistique et de lAdministration
    Economique
  Germaine Gibara. (1970-1975) (1975-1984), (1985-1986), (1986-1991). Caisse
    de Dépôt et Placement du Québec
  Jean-Pierre Lamoure. Fédération Nationale des Travaux Publics Compagnie du Sol Ecole Polytechnique Ecole des Mines de Paris.
  Daniel Lebègue. Institut dEtudes
    Politiques de Lyon Institut du Développement
    Durable et des Relations Internationales Caisse des Dépots et
    Consignations Institut Français des Administrateurs Institut
    dEtudes Politiques de Lyon Ecole Nationale
    dAdministration
  Roger M. Milgrim.
  John C. G. OLeary. Institut Français du Pétrole
 74




---



##### Table of Contents



(1979-1980) (1980-1985). Forasol-Foramer (1985-1989) (1990-1997).
  Rolf-Erik Rolfsen.
  Pierre Vaillaud. Ecole Polytechnique.
  Bruno Weymuller. Ecole Polytechnique Ecole des Mines de Paris
  Audit,
    Nominations and Remunerations, and Strategic
    Committees
    Audit Committee.
  
    recommending the appointment of the statutory auditors to the
    Board of Directors, as well as for their remuneration and
    ensuring their independence;
    recommending rules for the statutory auditors regarding
    procedures for engagements other than the auditing of the
    accounts in order to guarantee the independence of the auditing
    provided by the statutory auditors in accordance with rules,
    regulations and recommendations applicable to us and to ensure
    that they are applied correctly;
    giving prior authorization to the statutory auditors for all
    proceedings regarding engagements other than auditing in
    accordance with the conditions described below;
    analyzing the assumptions used in the closing of accounts,
    reviewing our accounts and the annual and interim consolidated
    accounts prior to the Board of Directors review by
    remaining informed of our financial situation, liquidity and
    commitments, and the statutory auditors audit report on
    the annual and semi-annual financial statements;
    evaluating the internal audit procedures as well as any other
    adopted measures in order to correct any significant problems in
    the internal audit;
    reviewing the scope of work of the internal and external
    auditors; 75




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##### Table of Contents




    evaluating the relevance of the risk analysis procedures;
    evaluating the relevance of the adopted accounting principles
    and methods in conjunction with the statutory auditors;
    consulting our Chairman and Chief Executive Officer and our
    Chief Financial Officer, between the end of the fiscal year and
    the date on which the Audit Committee decides on the draft of
    the annual accounts, on the relevance of the adopted accounting
    principles and methods, the efficiency of the control procedures
    for accounting and any other relevant matters;
    reviewing the conditions under which derivative products are
    used;
    remaining informed of significant legal proceedings;
    examining the procedures required to be implemented regarding
    the receipt, conservation and treatment of claims related to
    accounting and internal accounting control, the matters related
    to the auditing of accounts as well as the documents sent by
    employees on an anonymous and confidential basis which would
    bring into question the accounting practices or auditing
    procedures (we are currently reviewing our ability to implement
    such procedures in view of, among other things, French and
    European data protection and labor law sensitivities); and
    advising and providing, in a general manner, all appropriate
    recommendations on the above issues.    jetons de présence
        
    yearly and quarterly consolidated results releases and financial
    statements;
    the impact of certain contracts on the 2005 accounts;
    the status of internal control procedures as per
    section 404 of the Sarbanes-Oxley Act;
    certain contracts requiring particular attention;
    the control procedure for projects; 76




---



##### Table of Contents




    matters relating to financial communication;
    the 2005 annual report on
    Form 20-F
    and its approval for filing with the SEC.  Autorité des
    marchés financiers
  Nominations and Remunerations Committee.
  
    to recommend to the Board of Directors the people that should be
    nominated as directors, Chairman, Chief Executive Officer
    (directeur général) and other executive vice
    presidents (directeurs généraux
    délégués), as necessary, as well as to
    prepare our corporate governance rules; and
    to examine the executive compensation policies implemented in
    the Group and the remuneration of the members of senior
    management, to propose the remuneration of the Chairman, Chief
    Executive Officer, other executive vice presidents, as
    appropriate, and to prepare a report on the foregoing.    
    presenting to the Board of Directors recommendations on the
    composition of the Board of Directors and its committees;
    proposing to the Board of Directors, on an annual basis, a list
    of directors qualified as independent directors
    pursuant to applicable recommendations in France and stock
    exchange rules where our securities are listed;
    assisting the Board of Directors in the choice and evaluation of
    the Chairman, the Chief Executive Officer (directeur
    général) and other executive vice presidents,
    (directeurs généraux délégués),
    as the case may be;
    developing and recommending to the Board of Directors a set of
    corporate governance principles;
    preparing the procedures for the evaluation by the Board of
    Directors of its operating practices;
    formulating to the Board of Directors recommendations and
    proposals concerning the remuneration, retirement and health
    plans, benefits in kind and other financial rights, including,
    in case of retirement, of the Chairman, the Chief Executive
    Officer and other executive vice presidents, as the case may be;
    formulating to the Board of Directors recommendations and
    proposals concerning allocation of stock purchase and
    subscription options, and in particular, those allocated to the
    Chairman and Chief Executive Officer and other executive vice
    presidents, (directeurs généraux
    délégués), as the case may be;
    reviewing policies related to the remuneration of members of the
    senior management, including stock options, equity-based plans,
    retirement and health plans and benefits in kind; and
    formulating to the Board of Directors recommendations and
    proposals concerning allocation of directors fees
    (jetons de présence) and reimbursement of expenses.  jetons
    de présence
   77




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##### Table of Contents




    proposed to the Board of Directors a list of directors qualified
    as independent directors in accordance with rules and
    recommendations applicable in France and on the regulated
    markets where our securities are traded;
    debated on the composition of the next Board of Directors and
    its committee;
    examined the mechanism for the directors rotation;
    studied and implemented the succession plan for the Chairman and
    Chief Executive Officer, examined several candidates and
    recommended to the board the selected candidate;
    examined the evaluation questionnaire in connection with the
    evaluation of the Board of Directors functioning;
    examined our draft report with respect to the remuneration of
    executives for the annual report;
    examined the amount and allocation of directors fees
    (jetons de présence) for 2006;
    recommended to the Board of Directors the remuneration of our
    Chairman and Chief Executive Officer (variable portion for 2005,
    the base remuneration for 2006 and the criteria for determining
    the variable part of 2006);
    examined the remuneration for the members of our Executive
    Management Committee (variable portion for 2005, base
    remuneration for 2006 and criteria for determining the variable
    part of 2006);
    examined allocation of shares for free; and
    examined and recommended to the Board of Directors the
    allocation of a new tranche of stock options.    Strategic Committee.
  
    review the global strategy of the Group as proposed by our
    Chairman and Chief Executive Officer;
    review the capital expenditure and investment budget of the
    Group;
    examine any major asset acquisition or disposition and
    associated financing and allocation; and
    review any transaction outside the ordinary course of business
    susceptible of serious business risk, presented by our Chairman
    and Chief Executive Officer.  jetons
    de présence
 78




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##### Table of Contents




    our markets, competition and priority stakes for the development
    of the Group;
    Group policy in terms of modernization and extension of Technip
    fleet and plants;
    a contemplated acquisition and the external growth policy of the
    Group;
    review of a proposed launching of a new lay vessel for rigid
    pipes; and
    detailed review of the 2007 budget for the Group and the
    three-year plan.  Summary
    of significant differences with NYSE corporate governance
    listing standards
    Executive
    Management Committee
    Compensation
  jetons de présence jetons de
    présence
 79




---



##### Table of Contents



jetons de
    présence
        jetons de
    présence
  
    100,000 divided into equal parts among the Board of
    Directors (with the exception of the Chairman who does not
    receive directors fees), or 10,000 per director;
    a supplementary sum of 30,000 divided equally among
    directors living in Europe but not in France (i.e., three
    directors);
    a supplementary sum of 20,000 is allocated to the only
    director living outside of Europe;
    a supplementary sum of 150,000 for the year 2006, taking
    into account the attendance rate of the participants since
    January 1, 2006, is divided among the directors (other than
    the Chairman) at the fixed amount of 800 per session of
    the board and 750 per session of the committee to each
    participant in attendance:    
    1,500 for the Chairman of the Strategic Committee and the
    Nominations and Remunerations Committee; and
    for the Audit Committee, the fee is set at 1,250 for each
    participant and 2,500 for the Chairman. 80




---



##### Table of Contents



Amount ofMembers of the Board of Directors in 2006

CompensationD. Valot


1,128,461
(1)O. Appert


20,250R. Cairns


31,000M. Caparros


35,500J. Deyirmendjian


24,800J.P. Lamoure


21,700D. Lebègue


33,150R. Milgrim


45,500R.E. Rolfsen


32,500P. Vaillaud


29,300B. Weymuller


26,200Total


1,428,361     (1)
    Mr. Valot was paid a fixed salary of 645,000 in 2006,
    received a bonus of 479,590 in 2006 in respect of his
    performance in the 2005 fiscal year and use of a company car
    valued at 3,871.  jetons de présence
  Share
    Ownership
    Options
   81




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##### Table of Contents



1999/2001 Plan


2002 Plan


2005 PlanTranche B2000 tranche


Tranche A


Tranche B


Remainder


Tranche 1


Tranche 2Subscription


Subscription


Subscription


Subscription


Subscription


SubscriptionOptions


Options


Options


Options


Options


OptionsDate of shareholders meeting


Apr. 28, 2000



Aug. 24, 2001



June 20, 2002



June 20, 2002



Apr. 29, 2005



Apr. 29, 2005Date of board resolution


Dec. 14, 2000



Dec. 9, 2002



Dec. 9, 2002



May 21, 2003



Dec. 14, 2005



July 26, 2006Number of holders per tranche


1,100
(7)


400



850



7



59



323Number of options authorized(2)


1% of capital



1% of capital



2% of capital



20,960



1% of capital



1% of capitalNumber of options allocated


1,972,112
(1)


936,320



1,851,680



20,960



965,213



965,213Total number of shares available
    for subscription/purchase(3)


1,599,112



748,360



1,752,480



20,800



965,213



965,213Of which: Number of shares
    available to directors and senior management for
    subscription/purchase


483,200
(1)


116,000



556,000



0



602,000



15,000Of which: Number of directors and
    senior management concerned


17



4



16



0



12



2Vesting date for exercise of
    options(4)


Dec. 15, 2003



Dec. 10, 2005



Dec. 10, 2005



May 22, 2006



Dec. 15, 2009



July 26, 2010Expiration date(5)(6)


Dec. 14, 2008



Dec. 9, 2008



Dec. 9, 2008



May 21, 2009



Dec. 14, 2011



July 26, 2012Subscription/purchase price per
    Share


35.81



17.9875



17.9875



18.495



48.18



42.48Number of shares subscribed/
    purchased at 12/31/06


1,230,227



503,243



1,186,835



5,200



0



0Shares remaining available for
    subscription/exercise at 12/31/06


368,885



245,117



565,645



15,600



0



0     (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. 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 two,
    three or five years after the grant.(7)
    
    This number includes holders of share subscription and share
    purchase options for tranche 2000 of the
    1999-2001
    Plan. 82




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##### Table of Contents



CSO Plan 9.2


CSO Plan 9.3


CSO Plan 10


CSO Plan 11Subscription


Subscription


Subscription


SubscriptionOptions


Options


Options


OptionsDate of shareholders
    meeting(1)


May 21, 1996



May 21, 1996



Jun. 2, 1999



May 30, 2000Date of Board resolution(2)


Mar. 24, 1997



May 18, 1998



Dec. 14, 1999



Mar. 20, 2001Number of options allocated


800,000



493,600



509,544



720,000Number of holders per tranche at
    the allocation


89



50



100



144Total number of shares available
    for subscription/purchase(4)


666,452



369,200



424,808



504,340Vesting date for exercise of
    options


Jun. 7, 1999



Jun. 7, 2000



Dec. 15, 2001



Mar. 21, 2003Expiration Date


Jun. 6, 2007



Jun. 6, 2008



Dec. 14, 2009



Mar. 20, 2011Subscription/purchase price per
    share(3)


10.5225



27.49



17.025



34.2825Number of shares
    subscribed/purchased at 12/31/06


618,692



285,700



352,428



243,968Shares remaining available for
    subscription/purchase at 12/31/06


47,760



83,500



72,380



260,372     (1)
    
    Date of the Coflexip shareholders meeting which has
    authorized the Coflexip shares subscription/purchase option plan.(2)
    
    Date of the Coflexip Board of Directors which allocated the
    option plans.(3)
    
    New subscription/purchase price according to the shares exchange
    ratio determined for the merger of Coflexip into our Company.(4)
    
    The number of shares available for subscription is less than the
    number of options allocated due to the departure of the employee
    holding them.  Company Savings Plan.
 83




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##### Table of Contents



Options by
    non-director
    wage earners. non-director
  Number ofSharesExercise


Available forNumber of


Price/Purchase


Subscription/


ExpirationSubscription or purchase options granted to the 10
    non-director wage earners and the number of options exercised by
    them

Options


per Option


Purchase


Date

PlanOptions granted in 2006 by the
    issuer and any company within its scope of assigning options, to
    the 10
    non-director
    wage earners of the issuer and any company within its scope, who
    were granted overall the highest amount of options


67,000
(*)


42.48



67,000


July 26, 2012

Plan 2005 Part 2Options granted by the issuer and
    the above-mentioned companies exercised in 2006 by the 10
    non-director
    wage earners of the issuer and these companies, who were granted
    overall the highest number of shares available for purchase or
    subscription


4,000



10.5225



4,000


June 6, 2007

CSO Plan 9-24,400



27.49



4,400


June 6, 2008

CSO Plan 9-333,600



35.81



33,600


December 14, 2008

1999/2001-2000 Tranche
    Subscription Options50,000



34.2825



50,000


March 20, 2011

CSO Plan 1143,200



17.9875



43,200


December 9, 2008

2002 Part A and Part B     (*)
    
    The exercise of subscription options assigned by the Board of
    Directors on July 26, 2006 will be linked to the satisfactory
    performance by us for our shareholders for the 2005/2008
    period.  This performance will be measured by the development of
    our fully diluted earnings per share (EPS)
    compared to the representative competitive average for the Group.  2006 Executive Stock Option Plan.
  Employees
   84




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##### Table of Contents



Item 7.
    Major
    Shareholders and Related Party Transactions  Major
    Shareholders
  statuts statuts
    As of February 28, 2007% of


% ofShares


VotingShareholder

Shares


Outstanding


RightsTradewinds NWQ


6,902,897



6.50
%


6.20
%Oppenheimer Funds


5,800,000



5.50
%


5.20
%IFP


3,088,212



2.90
%


5.60
%Employees


1,735,132



1.65
%


3.10
%Treasury shares


2,453,458



2.30
%


0.00
%Other


86,190,505



81.15
%


80.00
%Total


106,170,204



100.00
%


100.00
%   Shares
    Held in the United States
      Related
    Party Transactions
       85




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##### Table of Contents



Item 8.
    Financial
    Information  Consolidated
    Statements and Other Financial Information
    Dividend
    Policy
              Dividend per





Dividend perADS





ShareDividend


Including


Dividend


IncludingYear to which Dividend Related(1)

per ADS(2)


Avoir fiscal(3)


per Share


Avoir fiscal(3)U.S.$


U.S.$





2002


0.90



1.35



3.30



4.952003


1.01



1.51



3.30



4.952004


1.02



1.33



3.30



4.30
(4)2005


1.10



1.10
(5)


0.92



0.92
(5)2006


3.59



3.59



3.15



3.15
(6)     (1)
    
    Pursuant to French law, payment of dividends must be made within
    nine months following the end of the fiscal year to which they
    relate. 86




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##### Table of Contents



(2)
    
    Based on the number of our shares existing at the end of each
    fiscal year, each American depository share represented
    one-fourth of an ordinary share. Pursuant to a share split that
    was approved by the extraordinary general meeting of our
    shareholders on April 29, 2005 and which was effected on
    May 13, 2005, each such ADS now represents one share. For
    the convenience of the reader, dividends per ADS paid in 2005
    have been translated from the Euro amount per share into Dollars
    per ADS at the rate of U.S.$1.20 per 1.00, not necessarily
    the actual amount paid. Amounts paid in 2000 through 2003 have
    been translated into U.S. Dollars at the noon buying rate
    applicable on the dividend payment date. 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.(3)
    
    A French tax credit (known as the avoir fiscal) was attached to
    distributions of dividends made before December 31, 2004.
    Its amount ranged from 10% to 50% of the dividends depending on
    the nature of the recipient. For simplification purposes, the
    avoir fiscal included in the dividend per share in the chart
    above were calculated at the rate of 50%, which was the rate
    applicable to individuals. From 2005 on, the avoir fiscal has
    been abolished and partially replaced by a French tax credit
    benefiting only to individuals. Such French tax credit is equal
    to 50% of the dividends distributed, but capped at 230 or
    115 per year depending on the marital status of the
    recipient. Any payment equivalent to French tax credits, less
    applicable French withholding tax, is made only following
    receipt by the French Tax Administration of a claim for such
    payment filed by shareholders entitled to such payment, and is
    generally not expected to be paid before 12 months after
    the filing of such claim, and after the close of the calendar
    year in which the respective dividends are paid. See
    Item 10. Additional Information 
    Taxation  French Taxation of Non-Resident
    Investors and Item 10. Additional
    Information  Taxation of U.S. Investors.(4)
    
    As mentioned under (3) above, dividends paid by French
    companies since January 1, 2005 no longer carry any avoir
    fiscal. However, the portion of the dividend relating to tax
    year 2004 that was paid in December 2004 (i.e., the interim
    dividend of 2.00 per share) still carried an avoir fiscal.
    We have applied to this portion of dividends paid in 2004 the
    avoir fiscal rate for individuals, i.e., 50%.(5)
    
    On May 13, 2005, pursuant to a share split, the number of
    our outstanding shares was multiplied by four.(6)
    
    An interim dividend of 0.50 per share relating to the 2006
    fiscal year, was paid on December 21, 2006.  statuts statuts
  statuts
    Legal
    Proceedings
   87




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##### Table of Contents



ITP
    Litigation
  Tribunal de Commerce de Versailles Tribunal de Commerce de Paris Tribunal de Commerce de
    Paris
  Cour dAppel de Paris
  pipe-in-pipe pipe-in-pipe
  pipe-in-pipe
  Pending
    Investigation
         88




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##### Table of Contents



Significant
    Changes
    Item 9.
    The Offer
    and Listing  Price
    History of Shares
  tm
  Form F-6.
    Price per Share


Price per ADSin (1)


in U.S.$(2)Calendar Period

High


Low


High


Low2002First Quarter


39.48



33.15



35.20



29.00Second Quarter


40.58



26.60



34.80



26.00Third Quarter


26.88



16.38



26.00



16.35Fourth Quarter


19.96



12.75



20.20



12.342003First Quarter


17.50



12.96



18.55



14.32Second Quarter


20.88



16.06



24.92



17.35Third Quarter


22.39



18.38



25.60



21.10Fourth Quarter


22.98



20.73



27.88



24.30 89




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##### Table of Contents



Price per Share


Price per ADSin (1)


in U.S.$(2)Calendar Period

High


Low


High


Low2004First Quarter


28.95



20.38



36.07



26.36Second Quarter


29.00



26.00



35.29



30.42Third Quarter


32.85



26.83



40.71



32.62Fourth Quarter


34.25



29.38



46.69



38.252005First Quarter


34.00



30.33



45.52



39.60Second Quarter


39.35



31.15



47.49



40.70Third Quarter


50.65



38.25



61.93



46.58Fourth Quarter


51.90



42.10



60.78



49.31Monthly amountsJanuary 2006


58.40



50.75



70.22



62.20February 2006


56.35



49.75



68.24



59.99March 2006


56.55



50.10



68.50



59.70April 2006


62.40



50.05



77.44



61.90May 2006


51.90



39.50



64.73



51.07June 2006


46.93



37.78



60.13



48.31July 2006


44.58



40.01



56.99



49.77August 2006


46.24



41.01



59.14



52.60September 2006


46.75



41.15



58.37



52.55October 2006


48.20



42.10



60.74



53.02November 2006


59.25



45.65



73.22



58.62December 2006


54.55



50.8



71.38



66.92January 2007


52.80



47.60



68.45



61.61February 2007


53.45



48.40



70.39



63.47March 2007


55.50



48.08



73.64



63.65April 2007


59.30



54.38



80.86



72.80May 2007


59.83



53.50



80.82



72.69June 2007 (through June 18,
    2007)


60.07



55.30



80.22



74.26     Source: Bloomberg
  (1)
    
    On May 13, 2005, pursuant to a share split, the number of
    our outstanding shares was multiplied by four.(2)
    
    Up until May 13, 2005 (included), each American Depositary
    Share represented one quarter of an ordinary share. After that
    date, each ADS represents one ordinary share.    Plan of
    Distribution
   90




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##### Table of Contents



Nature of
    Trading Market
  General
  pan-European
  tm
  tm
  tm tm tm
  Euronext
    Paris and Eurolist
    
    Compartment A comprises the companies with market
    capitalizations above 1 billion;
    Compartment B comprises the companies with market
    capitalizations from 150 million and up to and
    including 1 billion;
    Compartment C comprises the companies with capitalizations below
    150 million.    Marché
    Libre OTC
  Continu Fixing Continu Continu
  Continu
 91




---



##### Table of Contents



Continu
  Service à
    Règlement Différé date de liquidation
      Other
   92




---



##### Table of Contents



Item 10.
    Additional
    Information  Share
    Capital
  paid-up
  paid-up
  Articles
    of Association(statuts)
  société anonyme Livre II Code de commerce no. 67-236 les sociétés
    commerciales et les groupements dintérêt
    économique 4778-2121.
  Registre du
    commerce et des sociétés
  statuts
                   93




---



##### Table of Contents



statuts statuts Form 20-F, statuts Greffe
  Directors
  Directors
    and Senior Management
  société
    anonyme Conseil dAdministration
  Directeur Général statuts
  statuts directeurs généraux
    délégués
  statuts
  Board
    of Directors Power to Vote on Agreements in which they are
    Materially Interested
  Article L.233-3 Article L.225-38 et seq.
 94




---



##### Table of Contents



Article L.233-16 Articles L.225-38
  Board
    of Directors Power to Vote on Compensation
  jetons de présence
  Borrowing
    Powers Exercisable by the Members of the Board of
    Directors
  Article L.225-43
  Age Requirements
    for Members of the Board of Directors
  Article L.225-19 statuts
  statuts
  Share
    Ownership Requirement for Director Qualification
  statuts
   95




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##### Table of Contents



Shareholders
    Meetings and Voting Rights
  General
      
    electing, replacing and removing directors;
    allocating fees to the Board of Directors;
    appointing statutory auditors;
    approving the annual and consolidated accounts;
    declaring dividends or authorizing dividends to be paid in
    shares; and
    approving regulated agreements.  statuts
  
    changing our name or our corporate purpose;
    increasing or decreasing our share capital;
    creating a new class of equity securities (common or preferred
    shares);
    authorizing the issuance of any securities giving right to
    equity securities;
    a statutory merger; and
    our voluntary winding up prior to the end of its statutory term.    Annual
    Ordinary Meetings
  Tribunal de Commerce
  
    any interested party in cases of urgency;
    one or several shareholders holding at least 5% of our share
    capital;
    certain duly qualified associations of shareholders who hold
    their shares for at least two years in registered form and who
    together hold a specified percentage of our voting
    rights; or
    the workers committee (comité
    dentreprise) in cases of urgency. 96




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##### Table of Contents



Notice
    of Shareholders Meetings
  avis de réunion bulletin des annonces légales obligatoires e-mail
  avis de convocation e-mail
  département
  avis de réunion
  
    one or several shareholders holding a specified percentage of
    shares;
    duly qualified associations of shareholders who have held their
    shares in registered form for at least two years and who
    together hold a specified percentage of our voting
    rights; or
    the workers committee.        e-mail avis de convocation
  Attendance
    and Voting at Shareholders Meetings
  statuts
 97




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##### Table of Contents



his/her his/her
  attestation de
    participation formulaire de vote à
    distance carte dadmission
  his/her attestation de
    participation
  his/her attestation de
    participation his/her attestation de
    participation
    Double
    Voting Rights
  statuts
    Proxies
    and Votes by Mail
  statuts e.g.
   98




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##### Table of Contents



attestation de
    participation
  statuts
    Quorum
  e.g.
  
    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.      Majority
        e.g.
   99




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Changes
    in Our Share Capital  Dividends
  Increases
    in Our Share Capital
    
    issuing common or preferred shares;
    issuing a new class of equity securities; or
    increasing the nominal value of the existing shares.    
    for cash;
    for assets contributed in kind;
    by conversion, exchange or redemption of debt securities
    previously issued;
    by exercise of any such rights, attached or not to other
    securities, giving access to common or preferred shares,
    including warrants or stock options;
    by capitalization of profits, reserves or share premiums;
    subject to various conditions, in satisfaction of debt incurred
    by us; or
    any combination of the above.  and/or
  2004-604
      
    increase the share capital while maintaining shareholder
    preferential subscription rights by issuing ordinary shares or
    any other securities giving access to the share capital or
    giving the right to debt securities up to a maximum amount of
    37.5 million. The maximum nominal amount of debt
    securities giving access to the share capital has been set at
    2.5 billion. This authorization will be valid for a
    period of 26 months following the shareholders
    meeting (20th resolution);
    increase the share capital by issuing ordinary shares or any
    other securities giving access to the share capital or giving
    the right to debt securities while waiving the
    shareholders preferential subscription rights, but with
    the authority to grant a priority period, and through a public
    offering up to a maximum amount of 15 million, this
    amount being charged to the aggregate nominal amount of
    37.5 million stipulated in the 20th resolution.
    The maximum nominal amount of debt securities giving access to
    the share capital has been set at 2.5 billion, this
    amount being charged to the aggregate nominal amount of 100




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##### Table of Contents



2.5 billion stipulated in the 20th resolution.
    This authorization will be valid for a period of 26 months
    following the shareholders meeting (21st resolution);  
    increase the share capital through incorporation of reserves,
    profits, premiums or any other amounts that may be capitalized
    up to a maximum amount of 75 million. This
    authorization will be valid for a period of 26 months
    following the shareholders meeting (23rd resolution);
    increase the share capital up to a maximum nominal amount
    representing 3% of the share capital in favor of members of a
    company savings plan (Plan dEpargne
    dEntreprise), this amount being charged to the
    aggregate nominal amount of 37.5 million stipulated
    in the 20th resolution. This authorization will be valid
    for a period of 26 months following the shareholders
    meeting (25th resolution); and
    increase the share capital without preferential subscription
    rights, through a capital increase reserved to certain
    categories of beneficiaries up to a maximum of 3% of the share
    capital, this amount being charged to the 3% ceiling set by the
    25th resolution and the maximum nominal amount of the share
    capital increases that may be carried out pursuant to the
    25th and 26th resolutions being charged to the
    aggregate nominal amount of 37.5 million stipulated
    in the 20th resolution. This authorization will be valid
    for a period of 18 months following the shareholders
    meeting provided that the issuance is carried out within a
    period not to exceed 18 months as of the shareholders
    meeting (26th resolution).  Decreases
    in Our Share Capital
    th 24-month
 101




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Number ofShares Issued


Share Capital(in millions of Euros,except for shares issued)Shares as of December 31,
    2002


23,408,004



71.42003 increase


330,327



1.02003 increase(a)






Subscription to equity issue(b)






Decrease in capital(c)






Shares as of December 31,
    2003


23,738,331



72.42004 increase


40,543



0.12Subscription to equity issue


331,780



1.01Decrease in capital






Shares as of December 31,
    2004


24,110,654



73.52005 increase


2,465,664



1.9One to four share split(d)


72,331,962



Decrease in capital


(34,108
)


(0.03
)Shares as of December 31,
    2005


98,874,172



75.42006 increase(e)


11,592,066



8.82006 increase(a)


1,220,345



0.9Decrease in capital(c)


(4,246,674
)


(3.2
)Decrease in capital(c)


(1,322,735
)


(1.0
)Shares as of December 31,
    2006


106,117,174



80.9     (a)
    
    This increase results from exercised stock options.(b)
    
    This increase results from a new equity issuance reserved for
    our employees and employees of our affiliated companies.(c)
    
    Decrease in capital by cancellation of treasury shares.(d)
    
    The nominal share value was divided by four and the number of
    shares was multiplied by four on May 13, 2005 following the
    decision of the April 29, 2005 Extraordinary General
    Shareholders Meeting.(e)
    
    This increase results from the conversion of OCEANEs into equity
    in March 2006.  Preemptive
    Subscription Rights
  tm
  (délai de
    priorité)
 102




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Financial
    Statements and Other Communications with
    Shareholders
  and/or and/or
  (loi de
    sécurité financière)
  Dividends
  (statuts) (statuts)
  Legal
    Reserve
  sociétés anonymes,
  Approval
    of Dividends
    Distribution
    of Dividends
  pro rata
 103




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statuts
  Timing
    of Payment
    Form,
    Holding and Transfer of Shares
  Form
    of Shares
  statuts
  Holding
    of Shares
    statuts titres au porteur identifiables
      Transfer
    of Shares
  statuts
   104




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impôt sur les
    opérations de bourse, impôt sur les opérations de
    bourse.
  Liquidation
    Rights
  pro rata
  Requirements
    for Holdings Exceeding Certain Percentages
  de concert
  12-month
  statuts de concert de concert
  de
    concert 1 3
     105




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##### Table of Contents



Purchase
    of Our Own Shares
  prestataire de
    services dinvestissement document
    de référence.
      pro rata
  i.e.
  i.e.
    
    the allocation/sale of shares to our employees or executives or
    companies within the Group according to the terms and conditions
    provided by laws and regulations (in particular, in regards to
    employee profit sharing, stock option plans and the free
    allocation or sale of existing shares);
    the delivery of shares for payment or exchange in relation to
    external growth transactions;
    creating a market for the shares, with the aim of insuring the
    liquidity of the share, by a financial services intermediary
    pursuant to a liquidity agreement in conformity with a
    professional code of ethics of the AFEI approved by the AMF;
    the cancellation of shares;
    the delivery of securities at the time of the exercise of the
    rights attached to transferable securities giving access to
    share capital; and
    the execution of any market practice that would come to be
    recognized by law or by the AMF.   106




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Trading
    in Our Shares
    
    the issuer may not, when executing trades under a share
    repurchase program, purchase shares at a price higher than the
    highest price of the last independent trade or the highest
    current independent bid on the trading venues where the purchase
    is carried out;
    when the issuer carries out the purchase of its own shares
    through derivative financial instruments, the exercise price of
    such derivative financial instruments shall not be above the
    higher of the price of the last independent trade or the highest
    current independent bid; and
    the issuer may not purchase more than 25% of the average daily
    volume of the shares in any one day on the regulated market on
    which the purchase is carried out. The average daily volume
    figure is to be based on the average daily volume traded in the
    month preceding the month of public disclosure of the program
    and fixed on that basis for the authorized period of the
    program. Where the program makes no reference to that volume,
    the average daily volume figure must be based on the average
    daily volume traded in the 20 trading days preceding the date of
    purchase.    
    selling of its own shares during the life of the program;
    trading where the company becomes aware of information that, if
    disclosed, would have a significant impact on the market price
    of its securities; and
    trading during a
    15-day
    period before the date on which the company makes its
    consolidated, annual and intermediary accounts public.    
    the issuer has in place a time-schedule share repurchase
    program; or
    the share repurchase program is lead-managed by an investment
    firm or a credit institution which makes its trading decisions
    in relation to the issuers shares independently of, and
    without influence by, the issuer with regard to the timing of
    the purchases.     107




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DESCRIPTION
    OF OUR AMERICAN DEPOSITARY SHARES
  American
    Depositary Receipts
          Share
    Dividends and Other Distributions
  How
    will I receive dividends and other distributions on the shares
    underlying my American Depositary Shares?
      Cash. 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.
 108




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Rights to receive additional shares.
  
    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.    Other distributions.
        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 can be completed
    within a specified time period.
  Deposit,
    Withdrawal and Cancellation
  How
    does the Depositary issue American Depositary
    Shares?
       109




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How do
    American Depositary Receipt holders cancel an American
    Depositary Share and obtain deposited securities?
      
    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;
    the payment of fees, taxes and similar charges; or
    compliance with any U.S. or foreign laws or governmental
    regulations relating to the American Depositary Receipts or to
    the withdrawal of deposited securities.    Voting
    Rights
  How do
    you vote?
      Can I
    qualify for double voting rights as a holder of American
    Depositary Shares?
  statuts
 110




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Record
    Dates
    
    to receive a dividend, distribution or rights; or
    to give instructions for the exercise of voting rights at a
    meeting of holders of ordinary shares or other deposited
    securities,    Reports
    and Other Communications
  Will
    you be able to view our reports?
      Fees and
    Expenses
  What
    fees and expenses will you be responsible for
    paying?
      
    to the extent permissible under the rules of the New York Stock
    Exchange, a fee per American Depositary Share (or portion
    thereof) for any cash distribution made pursuant to the deposit
    agreement;
    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 per American Depositary
    Receipt or American Depositary Receipts for transfers of
    certificated American Depositary Receipts made;
    stock transfer or other taxes and other governmental charges;
    cable, telex and facsimile transmission and delivery charges
    incurred at your request;
    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
    expenses of the Depositary in connection with the conversion of
    foreign currency into U.S. Dollars.   111




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Payment
    of Taxes
  split-up
  Reclassifications,
    Recapitalizations and Mergers
  split-up,
  
    amend the form of American Depositary Receipt;
    distribute additional or amended American Depositary Receipts;
    distribute cash, securities or other property it has received in
    connection with such actions;
    sell any securities or property received and distribute the
    proceeds as cash; or
    none of the above.    Amendment
    and Termination
  How
    may the deposit agreement be amended?
      How
    may the deposit agreement be terminated?
   112




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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
    
    any law, regulation, provision of our articles of association or
    provisions governing 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 which the
    deposit agreement or the American Depositary Receipts provide
    shall be done or performed by it;
    it exercises or delays or fails to exercise discretion under the
    deposit agreement or the American Depositary Receipt;
    it performs its obligations without gross negligence or bad
    faith;
    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
    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.        Disclosure
    of Interest in American Depositary Shares
    
    the capacity in which you and other holders and beneficial
    owners own or owned American Depositary Shares; and
    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.   113




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Requirements
    for Depositary Actions
    
    issue, register or transfer an American Depositary Receipt or
    American Depositary Receipts;
    effect a
    split-up or
    combination of American Depositary Receipts;
    deliver distributions on any such American Depositary
    Receipts; or
    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
    the holder has complied with such regulations as the Depositary
    may establish under the deposit agreement.  split-up
  Books of
    Depositary
  split-up split-up
  Pre-release
    of American Depositary Shares
    
    the Depositary has received collateral for the full market value
    of the pre-released American Depositary Shares; and
    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.   114




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The
    Depositary
  Who is
    the Depositary?
    Material
    Contracts
  Syndicated
    Credit Facility
      Bilateral
    credit facilities
    Eurobond
      Exchange
    Controls
  Ownership
    of ADSs or Shares by Non-French Residents
    autorisation préalable No. 2003-196 déclaration
    administrative
  Exchange
    Controls
   115




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Other
    Taxation
  General
        French
    Taxation of Non-Resident Investors
  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.
  Taxation
    on Sale or Disposition of Shares
    
    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.        Taxation
    of Dividends
     116




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Territoires dOutre-Mer
  Australia

India

Mexico

The NetherlandsAustria

Israel

Namibia

TogoBelgium

Italy

New Zealand

TurkeyBolivia

Ivory Coast

Niger

UkraineBrazil

Japan

Norway

United KingdomBurkina Faso

Latvia

Pakistan

United StatesCanada

Lithuania

Senegal

VenezuelaEstonia

Luxembourg

Singapore

Territoires
    dOutre-Finland

Malaysia

South Korea

Merand Other:Gabon

Mali

Spain

MayotteGhana

Malta

Sweden

New CaledoniaIceland

Mauritius

Switzerland

Saint-Pierre et Miquelon   Dividends paid in 2006.
        Estate
    and Gift Tax
   117




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Wealth
    Tax
  impôt de solidarité sur la fortune
  
    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.    Taxation
    of U.S. Investors
    
    you own (directly, indirectly or by attribution) less than 10%
    of our outstanding share capital or voting stock; and
    you do not hold your shares or American Depositary Shares in
    connection with a permanent establishment or a fixed base in
    France through which you carry on a business or perform personal
    services.
    you are any one of the following:  
    an individual who is a citizen or resident of the United States
    for U.S. federal income tax purposes;
    a corporation (or other entity taxable as a corporation for
    U.S. federal income tax purposes) created or organized in
    or under the laws of the United States or any state thereof
    including the District of Columbia;
    an estate the income of which is subject to U.S. federal
    income taxation regardless of its source; or
    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;  
    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, and the protocol thereto
    (the
    U.S.-France
    income tax treaty) as a U.S. resident under the
    limitation on benefits article of that treaty;
    you hold your Technip shares or American Depositary Shares as
    capital assets;
    you are not also a resident of France; and
    your functional currency is the U.S. Dollar.     118




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Investors should
    consult their 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
  U.S.-France
               119




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U.S.-France
  U.S.-France
  non-U.S. corporation non-U.S. corporation non-U.S. corporation U.S.-France Form 1099-DIV.
    Taxation
    of Capital Gains
  U.S.-France
 120




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##### Table of Contents



Passive
    Foreign Investment Company Status
  non-U.S. corporation
  French
    Estate and Gift Taxes
    
    you are domiciled in France at the time of making the gift, or
    at the time of your death; or
    you used your Technip 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
  U.S.-France
  United
    States Information Reporting and Backup
    Withholding
   121




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##### Table of Contents



Form W-9 Non-U.S. holders non-U.S. status Form W-8BEN) U.S.-related
  Dividends
    and Paying Agents
    Statements
    by Experts
    Documents
    on Display
  1-800-SEC-0330
  Subsidiary
    Information
   122




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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.
    Cash
    Management
      Debt
    Management
    
    commercial paper for 150.0 million with an average
    maturity of less than three months;
    bank overdrafts and others for 9.2 million;
    accrued interests on the Euro bond and on other loans drawn by
    one of our Brazilian subsidiaries for
    19.0 million; and
    short-term part of the medium- and long-term debts, which amount
    to 6.7 million and 1.0 million,
    respectively.  and/or
         123




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Fair
    Value of On Balance-Sheet Financial Instruments
    borrowing-by-borrowing
  Accounting value


Fair valuein millions of EurosNon-current and accrued
    interest on non-currentEurobond


668.1



673.4Other


27.6



27.6695.7



701.0   Currency
    Risk
       124




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As of
    December 31, 2006
  Maturing in year ending December 31,





Fair valueForeign Exchange Contracts

2007


2008


2009


2010


2011


Total


Totalin millions of EurosSell currency, buy national
    currenciesU.S.$


842.2



86.3



21.5



2.7







952.7



5.8JPY


10.5



















10.5



0.7GBP


24.5







0.5











25



(0.1
)CAD


37.8



















37.8



0.2AUD


91.5



















91.5



(0.5
)NOK


11



1.1















12.1



0BRL


8.1



1.7















9.8



0Others


5.9



















5.9



(0.2
)Total


1,031.5



89.1



22



2.7



0



1,145.3



5.9Buy currency, sell national
    currenciesU.S.$


106.9



52.4















159.3



2.3JPY


1



0















1



0GBP


67



0.7















67.7



1.5AUD


1.8



0















1.8



0Others


1.2



2.3















3.5



0Total


177.9



55.4



0



0



0



233.3



3.8Sell/buy foreign currencies


366.9



24.2



1.5



0







392.6



(0.5
)Total


366.9



24.2



1.5



0



0



392.6



(0.5
)   As of
    December 31, 2005
  Maturing in year ending December 31,





Fair valueForeign Exchange Contracts

2006


2007


2008


2009


2010


Total


Totalin millions of EurosSell currency, buy national
    currenciesU.S.$


830.7



457.2



47.3



9.8







1,345.0



(63.2
)GBP


89.4



2.5







0.5







92.4



(0.2
)CAD


68.0



25.2















93.2



(13.9
)Others


21.1



1.3















22.4



(0.4
)Total


1,009.2



486.2



47.3



10.3







1,553.0



(77.7
)Buy currency, sell national
    currenciesU.S.$


12.6



0.4















13.0



0.1GBP


56.6



52.6















109.2



0.1Others


17.2



















17.2



0.2Total


86.4



53.0















139.4



0.4Sell/buy foreign currencies


545.4



113.3



1.1



1.6







661.4



3.7Total


545.4



113.3



1.1



1.6







661.4



3.7  125




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##### Table of Contents



As of
    December 31, 2004
  Maturing in year ending December 31,





Fair valueForeign Exchange Contracts

2005


2006


2007


2008


2009


Total


Totalin millions of EurosSell currency, buy national
    currenciesU.S.$


608.5



57.7















666.2



75.8GBP


18.4



6.2















24.6



0.6AED


2.2



















2.2



0.0Others


16.3



0.9















17.2



0.5Total


645.4



64.8















710.2



76.9Buy currency, sell national
    currenciesU.S.$


159.9



0.1















160.0



(19.6
)JPY


1.5



















1.5



0.0GBP


37.0



11.2















48.2



(0.8
)Others


23.5



0.7















24.2



(0.4
)Total


221.9



12.0















233.9



(20.8
)Sell/buy foreign currencies


252.6



85.6



4.8











343.0



26.1Total


252.6



85.6



4.8











343.0



26.1   Interest
    Risk
        Item 12.
    Description
    of Securities Other than Equity Securities   126




---



##### Table of Contents



PART II  Item 13.
    Defaults,
    Dividend Arrearages and Delinquencies    Item 14.
    Material
    Modifications to the Rights of Security Holders and Use of
    Proceeds    Item 15.
    Controls
    and Procedures  Disclosure
    Controls and Procedures
  Rules 13a-15(e) 15d-15(e))
    Managements
    Annual Report on Internal Control over Financial
    Reporting
  Rules 13a-15(f) 15d-15(f)).
         127




---



##### Table of Contents



Attestation
    Report of the Registered Public Accounting Firm
                    
    128




---



##### Table of Contents



Changes
    in Internal Control over Financial Reporting
  Form 20-F
  Item 16.
    [Reserved]  Item 16A.
    Audit
    Committee Financial Expert  Form 20-F.
  Item 16B.
    Code of
    Ethics  (e-mail:
  Item 16C.
    Principal
    Accountant Fees and Services  Form 20-F.
    2006


2005


2004Ernst & Young


Ernst & Young


Ernst & Young(in thousands of Euros)Audit Fees(1)


9,911



4,524



3,637Audit-Related Fees(2)


59



62



349Tax Fees(3)


846



846



947All Other Fees(4)


98



98



345Total


10,914



5,530



5,278     (1)
    Audit Fees consist of fees for the annual audit services
    engagement and other audit services, which are those services
    that only the external auditor can reasonably provide, and
    include the Group audit; statutory audits; comfort letters and
    consents; attest services; and assistance with and review of
    documents filed with the AMF and the SEC or other regulatory
    bodies. Audit Fees also include the fees in relation to the
    audit of internal control pursuant to Section 404 of the
    Sarbanes-Oxley Act.(2)
    Audit-Related Fees consist of fees for assurance and related
    services that are reasonably related to the performance of the
    audit or review of our financial statements or that are
    traditionally performed by the external auditor.(3)
    Tax Fees include fees for tax compliance services, including the
    preparation of original and amended tax returns and claims for
    refund; tax consultations, such as assistance and representation
    in connection with tax audits and appeals, tax advice related to
    mergers and acquisitions, transfer pricing, and requests for
    rulings or technical advice from taxing authorities; tax
    planning services; and expatriate tax planning and services.(4)
    All Other Fees include fees for training; risk management
    consulting engagements; and services related to the Groups
    environmental report. 129




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##### Table of Contents



Audit
    Committee Pre-approval Policies and Procedures
      
    audit-related engagements up to 0.5 million;
    tax advising engagements up to 1.5 million;
    other services up to 0.5 million; and
    with a unit cap per engagement up to 0.2 million.    
    audit-related engagements up to 0.3 million;
    tax advising engagements up to 2.0 million; and
    other services up to 0.5 million.        de
    minimis Rule 2-01 Regulation S-X.
 130




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##### Table of Contents



Item 16D.
    Exemptions
    from the Listing Standards for Audit Committees    Item 16E.
    Purchases
    of Equity Securities by the Issuer and Affiliated
    Purchasers  Total Number of


Maximum NumberSecurities Purchased


of Securities thatas Part of Publicly


May Yet BeTotal Number of


Average Price


Announced


Purchased underPeriod

Securities Purchased


Paid per security


Programs


the Programs2006-01-01
    to 2006-01-31


0



0



0



0
(1)2006-02-01
    to 2006-02-28


0



0



0



02006-03-01
    to 2006-03-31


1,300,000



51.08



1,300,000



7,402,480
(1)2006-04-01
    to 2006-04-30


0



0



0



9,887,417
(2)2006-05-01
    to 2006-05-31


2,530,000



44.63



2,530,000



7,357,4172006-06-01
    to 2006-06-30


2,454,474



45.06



2,454,474



4,902,9432006-07-01
    to 2006-07-31


0



0



0



4,902,9432006-08-01
    to 2006-08-31


160,513



42.22



160,513



4,742,4302006-09-01
    to 2006-09-30


145,000



42.69



145,000



4,597,4302006-10-01
    to 2006-10-31


1,469,000



43.30



1,469,000



3,128,4302006-11-01
    to 2006-11-30


0



0



0



3,128,4302006-12-01
    to 2006-12-31


72,000



51.63



72,000



3,056,430     (1)
    
    The Combined Shareholders Meeting held on April 29,
    2005, authorized the Board of Directors to buy a maximum of
    9,652,132 Technip shares. This program was publicly announced on
    April 1, 2005.(2)
    
    The Combined Shareholders Meeting held on April 28,
    2006, authorized the Board of Directors to buy a maximum of
    9,887,417 Technip shares. This authorization replaces the effect
    of the previous authorization dated April 29, 2005. 131




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##### Table of Contents



PART III  Item 17.
    Financial
    Statements    Item 18.
    Financial
    Statements  TECHNIP
  PageReport of Independent Registered
    Public Accounting Firm


F-2Consolidated Statements of
    Operations for the Years Ended December 31, 2006, 2005 and
    2004


F-3Consolidated Balance Sheets as of
    December 31, 2006, 2005 and 2004


F-4Consolidated Statements of Cash
    Flows for the Years Ended December 31, 2006, 2005 and 2004


F-6Consolidated Statements of Changes
    in Shareholders Equity for the Years Ended
    December 31, 2006, 2005 and 2004


F-7Notes to the Consolidated
    Financial Statements


F-9   Item 19.
    Exhibits  1.1

Articles of Association, as
    amended, as of May 14, 2007, of Technip8.1

Subsidiaries of Technip (see
    Note 35 to the Consolidated Financial Statements)12.1

Certification of the Chief
    Executive Officer pursuant to Section 302 of the
    Sarbanes-Oxley Act of 200212.2

Certification of the President,
    Chief Financial Officer pursuant to Section 302 of the
    Sarbanes-Oxley Act of 200213.1

Certification of the Chief
    Executive Officer and the President, Chief Financial Officer
    pursuant to Section 18 U.S.C. Section 1350, as
    adopted by Section 906 of the Sarbanes-Oxley Act of 200214.1

Consent of Ernst & Young
    et Autres as auditors of Technip  132




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##### Table of Contents



SIGNATURES
  Form 20-F
    By:
    /s/  Thierry
    Pilenko      133




---



##### Table of Contents



INDEX TO
    FINANCIAL STATEMENTS
  TECHNIP

PageReport of
    Independent Registered Public Accounting Firm


F-2Consolidated
    Statements of Operations for the Years Ended December 31,
    2006, 2005 and 2004


F-3Consolidated
    Balance Sheets as of December 31, 2006, 2005 and
    2004


F-4Consolidated
    Statements of Cash Flows for the Years Ended December 31,
    2006, 2005 and 2004


F-6Consolidated
    Statements of Changes in Shareholders Equity for the Years
    Ended December 31, 2006, 2005 and 2004


F-7Notes to the
    Consolidated Financial Statements


F-9  F-1




---



##### Table of Contents



TECHNIPREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
    FIRM
  
                    F-2




---



##### Table of Contents



1.
    CONSOLIDATED
    INCOME STATEMENTS  For the years endedDecember 31,Notes


2006


2005


2004(In millions of Euros, except as otherwise stated)Revenues


3.4



6,926.5



5,376.1



5,140.9Cost of Sales






(6,202.1
)


(4,818.0
)


(4,577.8
)Gross Margin






724.4



558.1



563.1Research and Development Expenses






(34.9
)


(29.4
)


(30.2
)Selling Costs






(84.6
)


(84.0
)


(99.1
)Administrative Costs






(269.8
)


(224.2
)


(189.3
)Other Operating Income






84.6



32.6



26.0Other Operating Expenses






(59.6
)


(22.1
)


(36.9
)Income from
    Operations


4



360.1



231.0



233.6Financial Income


5



14.7



20.0



14.3Financial Expenses


5



(76.2
)


(108.8
)


(80.7
)Share of Income/(Loss) of
    Associates Accounted for Using the Equity Method






(2.6
)


1.3



1.2Income before Tax






296.0



143.5



168.4Income Tax Expense


6



(94.1
)


(43.5
)


(54.2
)Income from Continuing
    Operations






201.9



100.0



114.2Income/(Loss) from Discontinued
    Operations


7







(5.0
)


Net Income for the
    Year






201.9



95.0



114.2Attributable to:Shareholders of the Parent Company






200.1



93.3



111.8Minority Interests






1.8



1.7



2.4201.9



95.0



114.2Number of Shares Considered for
    Net Earnings per Share Computation(1)


8



105,470,957



95,687,456



94,454,277Number of Shares Considered for
    Net Diluted Earnings per Share Computation(2)


8



106,282,895



97,217,686



110,843,694Net Earnings per Share (in
    Euros)(1)


8



1.90



0.98



1.18Net Diluted Earnings per Share (in
    Euros)(2)


8



1.88



0.96



1.13     (1)
    
    Net earnings per share are based on the weighted average number
    of outstanding shares over the period, after deducting the
    treasury shares.(2)
    
    The net diluted earnings per share include the possible dilutive
    effects that may be generated by equity instruments (stock
    options) and compound financial instruments (convertible bonds
    OCEANE). Over the year, the Group has not issued any other
    financial instruments that might create an additional dilution
    on net earnings per share. Net diluted earning per share does
    not include convertible bonds in accordance with IAS 33 since
    they have no dilutive effect on the net income as of
    December 31, 2005, as per application of IAS 32 and IAS 39
    (see Note 8  Net Diluted Earnings per
    Share).   F-3




---



##### Table of Contents



2.
    CONSOLIDATED
    BALANCE SHEETS  As of December 31,Notes


2006


2005


2004(In millions of Euros, except as otherwise stated)ASSETSNon-Current AssetsProperty, Plant and Equipment, Net


11



758.4



771.3



736.5Intangible Assets, Net


12



2,422.9



2,451.9



2,472.7Investments in Associates
    Accounted for Using the Equity Method


13



2.3



9.7



19.9Other Financial Assets


14



16.8



11.6



3.4Deferred Tax Assets


6



111.3



90.0



105.2Available-for-Sale Financial Assets


15



44.5







3,356.2



3,334.5



3,337.7Current AssetsInventories


16



134.4



101.0



87.2Construction Contracts 
    Amounts Due from Clients


17



591.1



585.0



400.6Advances Paid to Suppliers






548.1



266.9



249.3Derivatives


28



29.5



3.5



Trade Receivables


18



583.7



440.0



349.0Current Income Tax Receivables






93.7



51.8



98.5Other Current Receivables


19



262.4



283.6



461.3Cash and Cash Equivalents


20



2,402.8



2,187.8



1,434.04,645.7



3,919.6



3,079.9Assets Classified as Held for Sale


7



61.5



42.9



TOTAL ASSETS






8,063.4



7,297.0



6,417.6     (1)
    
    Following the analyses performed between the date of the 2006
    press release and the drafting of these audited financial
    statements, the following items Construction
    Contracts-Amounts
    due to the client in the assets and Advances
    received in the liabilities have been modified, increasing
    the total amount of the assets and liabilities by
    364.7 million without any impact on the net income or
    equity.    F-4




---



##### Table of Contents



2.
    CONSOLIDATED
    BALANCE SHEETS (continued)  As of December 31,Notes


2006


2005


2004(In millions of Euros, except as otherwise stated)SHAREHOLDERS
    EQUITYCommon Stock: 0.7625 Euro Nominal
    Share Value,






80.9



75.4



73.5106,117,174 Shares as of
    December 31, 200698,874,172 Shares as of
    December 31, 2005(1)24,110,654 Shares as of
    December 31, 2004Paid-in-Surplus






1,604.5



1,336.7



1,275.6Retained Earnings






531.8



522.7



445.8Treasury Shares(2)






(58.1
)


(52.4
)


(32.4
)Foreign Currency Translation Reserve






(19.8
)


4.5



(34.3
)Fair Value Reserve






61.9



(26.5
)


11.6Net Income






200.1



93.3



111.821



2,401.3



1,953.7



1,851.6Minority Interests






15.5



13.9



9.8TOTAL EQUITY






2,416.8



1,967.6



1,861.4LIABILITIESNon-Current
    LiabilitiesConvertible Bonds OCEANE(3)


23







650.1



670.9Other Non-Current Financial Debts


22



676.7



655.2



737.8Provisions


25



124.1



106.3



115.3Deferred Tax Liabilities


6



142.4



100.4



127.1Other Non-Current Payables(4)


27



18.9



8.6



15.6962.1



1,520.6



1,666.7Current LiabilitiesCurrent Financial Debt


22



185.9



214.4



192.0Trade Payables


26



1,658.3



978.1



852.5Construction Contracts 
    Amounts Due to Clients


17



44.7



35.5



33.1Advances Received






2,093.7



1,636.9



915.6Derivatives


28



5.3



77.1



Provisions


25



73.8



133.4



121.5Current Income Tax Payables






122.0



34.9



18.7Other Current Payables(4)


27



482.0



698.5



756.14,665.7



3,808.8



2,889.5TOTAL LIABILITIES






5,627.8



5,329.4



4,556.2Liabilities Directly Associated
    with the Assets Classified as Held for Sale






18.8







TOTAL EQUITY AND
    LIABILITIES(5)






8,063.4



7,297.0



6,417.6     (1)
    
    On May 13, 2005, Technips ordinary shares were split
    four-for-one on the decision of the Combined Shareholders
    Meeting of April 29, 2005.(2)
    
    As of December 31, 2005 and December 31, 2004, Technip
    held respectively 1,580,548 and 340,242 shares (after the
    four-for-one split). These treasury shares have been deducted
    from shareholders equity in the consolidated accounts.(3)
    
    Convertible bonds (OCEANE) whose maturity was set on
    January 1, 2007, were subject to early conversion in March
    2006 (see Note 23  Convertible Bonds).(4)
    
    The account payable on fixed assets has been
    reclassified in other non-current liabilities to better reflect
    the nature of the debt. To maintain the comparability of the
    balance sheets, 2005 and 2004 figures have also been
    reclassified. The analysis is disclosed in
    Note 27  Other Current Payables.(5)
    
    Following the analyses performed between the date of the 2006
    press release and the drafting of these audited financial
    statements, the following items Construction
    Contracts  Amounts due to the client in the
    assets and Advances received in the liabilities have
    been modified, increasing the total amount of the assets and
    liabilities by 364.7 million without any impact on
    the net income of equity.   F-5




---



##### Table of Contents



3.
    CONSOLIDATED
    STATEMENTS OF CASH FLOWS  For the years endedDecember 31,Notes


2006


2005


2004(In millions of Euros, except as otherwise stated)CASH FLOWS FROM OPERATING
    ACTIVITIESNet Income for the Year (Minority
    Interests included)






201.9



95.0



114.2Adjustments for:Depreciation of Property, Plant and
    Equipment and Amortization of Intangible Assets


11-12



159.8



143.3



142.1Amortization of Convertible Bond
    Loan Redemption Premium


5







13.3



11.4Charge related to Convertible Bond
    Split Accounting


5



10.0



16.6



Stock Option Charge


21



2.5



5.4



5.8Non-Current Provisions (including
    Employee Benefits)


25



17.8



0.7



(4.8
)Share of Income/(Loss) of
    Associates Accounted for Using the Equity Method


13



2.9



(0.6
)


(1.2
)Net (Gains)/Losses on Disposition
    of Assets and Investments


4



(25.3
)


(10.4
)


9.2Reduction of Goodwill related to
    Realized IncomeTax Loss Carry Forwards


12



9.0







Deferred Tax


6



(26.0
)


12.5



31.2352.6



275.8



307.9Decrease (Increase) in Advance to
    Suppliers






(307.0
)


(23.1
)


(4.8
)Decrease (Increase) in Construction
    Contracts  Amounts Due from Clients


17



3.1



(129.7
)


(225.2
)Decrease (Increase) in Trade and
    Other Receivables


18



(230.9
)


(0.1
)


(130.5
)(Decrease) Increase in Construction
    Contracts  Amounts Due to Clients


17



568.9



695.8



305.8(Decrease) Increase in Trade
    Payables and Other Payables


26-27



560.1



75.2



144.6Net Cash Generated from
    Operating Activities






946.8



893.9



397.8CASH FLOWS FROM INVESTING
    ACTIVITIESPurchases of Property, Plant and
    Equipment


11



(151.2
)


(167.4
)


(118.6
)Proceeds from Sales of Property,
    Plant and Equipment


4



40.4



19.4



5.7Purchases of Intangible Assets


12



(6.0
)


(3.1
)


(5.2
)Acquisitions of Investments, Net of
    Cash Acquired


14







(0.9
)


Proceeds from Sales of Investments


4







2.6



17.2Changes in Scope of Consolidation


2



(3.1
)


4.8



(27.4
)Net Cash Used in Investing
    Activities






(119.9
)


(144.6
)


(128.3
)CASH FLOWS FROM FINANCING
    ACTIVITIESIncrease in Borrowings


22-23



75.6



51.1



673.1Decrease in Borrowings


22-23



(82.0
)


(141.2
)


(242.1
)Capital Increase


21



30.3



63.8



26.3Share Buy-Back


21



(367.9
)


(20.1
)


(22.7
)Dividends Paid


9



(141.7
)


(32.0
)


(129.8
)Net Cash (Used in)/Generated
    from Financing Activities






(485.7
)


(78.4
)


304.8Effects of Foreign Exchange Rate
    Changes on Cash and Cash Equivalents






(126.2
)


82.9



(8.6
)Net Increase in Cash and Cash
    Equivalents






215.0



753.8



565.7Cash and Cash Equivalents as of
    January 1,


20



2,187.8



1,434.0



868.3
(1)Cash and Cash Equivalents as of
    December 31,


20



2,402.8



2,187.8



1,434.0215.0



753.8



565.7     (1)
    
    As a result of the IFRS transition, discontinued activities were
    restated on the opening balance as of January 1, 2004. The
    adjustment decreased the cash balance by 24.1 million.Interest paid in 2006, 2005 and 2004 amount respectively to
    55.6 million, 51.7 million and
    19.3 million. Interest received in 2006 and 2005
    amount respectively to 102.8 million and
    33.2 million.Income tax paid in 2006 and 2005 amounts to
    76.0 million and 35.8 million.   F-6




---



##### Table of Contents



4.
    CONSOLIDATED
    STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY  Foreign





NetStock issued











Currency





Income


ShareholdersNumber of


Common


Paid-in-


Retained


Treasury


Translation


Fair Value


(Parent


Equity (Parent


MinorityShares Issued


Stock


Surplus


Earnings


Shares


Reserve


Reserve


Company)


Company)


Interests


Total Equity(In millions of Euros, except as otherwise stated)As of January 1,
    2004


23,738,331



72.4



1,250.4



588.4



(9.7
)






5.8



(19.7
)


1,887.6



9.5



1,897.1Total Income and Expense Recognized
    Directly in Equity










































Net Income 2004






























111.8



111.8



2.4



114.2Total Recognized Income 2004






























111.8



111.8



2.4



114.2Capital Increase


372,323



1.1



25.2























26.3







26.3Appropriation of Net Income 2003
    and Prepaid Dividends(1)














(149.5
)














19.7



(129.8
)






(129.8
)Treasury Shares


















(22.7
)














(22.7
)






(22.7
)Foreign Currency Translation
    Reserves






















(34.3
)










(34.3
)


(2.1
)


(36.4
)Stock Option Charge


























5.8







5.8







5.8Others














6.9



















6.9







6.9As of December 31,
    2004


24,110,654



73.5



1,275.6



445.8



(32.4
)


(34.3
)


11.6



111.8



1,851.6



9.8



1,861.4First-time Application IAS
    32/IAS 39 as of January 1, 2005:- Foreign Currency Translation
    Reserve


























11.2







11.2







11.2- Valuation of Derivative
    Instruments


























30.0







30.0







30.0IAS 32/IAS 39  Cash Flow
    Hedging(2)


























(117.5
)






(117.5
)






(117.5
)Total Income and Expense


























(76.3
)






(76.3
)






(76.3
)Recognized Directly in EquityNet Income 2005






























93.3



93.3



1.7



95.0Total Recognized Income 2005


























(76.3
)


93.3



17.0



1.7



18.7Capital Increase


2,465,664



1.9



61.9























63.8







63.8Appropriation of Net Income 2004
    and Prepaid Dividend(3)














79.8















(111.8
)


(32.0
)






(32.0
)Split four-for-one Shares(4)


72,331,962







































Treasury Shares


(34,108
)






(0.8
)






(20.0
)














(20.8
)






(20.8
)Foreign Currency Translation
    Reserves






















38.8











38.8



2.4



41.2Stock Option Charge


























5.4







5.4







5.4Convertible Bonds  Split
    Accounting(5)


























32.8







32.8







32.8Others














(2.9
)


















(2.9
)






(2.9
)As of December 31,
    2005


98,874,172



75.4



1,336.7



522.7



(52.4
)


4.5



(26.5
)


93.3



1,953.7



13.9



1,967.6     (1)
    
    Includes the payment of 2003
    dividends and the related précompte for
    82.3 million and of the 2004 interim dividend for
    47.5 million.(2)
    
    First-time application of the IAS
    32 and 39 as of January 1, 2005, regarding the foreign
    exchange hedging financial instruments.(3)
    
    Includes the payment of 2004
    dividends for 32.0 million, after the payment of the
    2004 interim dividend for 47.5 million.(4)
    
    On May 13, 2005,
    Technips ordinary shares were split four-for-one on the
    decision of the Combined Shareholders Meeting of
    April 29, 2005.(5)
    
    First-time application of the IAS
    32 and 39 as of January 1, 2005, regarding the OCEANE
    convertible bonds: split accounting into a separate financial
    debt component and a shareholders equity component (see
    Note 1.C Rules and Estimates). F-7




---



##### Table of Contents



Foreign





NetStock issued











Currency





Income


ShareholdersNumber of


Common


Paid-in-


Retained


Treasury


Translation


Fair Value


(Parent


Equity (Parent


MinorityShares Issued


Stock


Surplus


Earnings


Shares


Reserve


Reserve


Company)


Company)


Interests


Total EquityIn millions of Euros, except as otherwise statedAs of December 31,
    2005


98,874,172



75.4



1,336.7



522.7



(52.4
)


4.5



(26.5
)


93.3



1,953.7



13.9



1,967.6Fair value adjustment on financial
    assets available for sale


























7.3







7.3







7.3Cash-Flow Hedging


























94.3







94.3







94.3Total Income and Expense Recognized


























101.6







101.6







101.6Directly in EquityNet Income 2006






























200.1



200.1



1.8



201.9Total Recognized Income 2006


























101.6



200.1



301.7



1.8



303.5Capital Increase


12,812,411



9.7



513.0























522.7







522.7Capital Decrease


(4,246,674
)


(3.2
)


(245.2
)






















(248.4
)






(248.4
)Appropriation of Net Income 2005
    and Prepaid Dividend(1)














(48.4
)














(93.3
)


(141.7
)






(141.7
)Treasury Shares


(1,322,735
)


(1.0
)










(5.7
)














(6.7
)






(6.7
)Foreign Currency Translation
    Reserves






















(24.2
)










(24.2
)


(0.3
)


(24.5
)Stock Option Charge


























2.5







2.5







2.5Convertible Bonds  Split
    Accounting(2)














57.6











(25.6
)






32.0







32.0Others














(0.1
)






(0.1
)


9.9







9.7



0.1



9.8As of December 31,
    2006


106,117,174



80.9



1,604.5



531.8



(58.1
)


(19.8
)


61.9



200.1



2,401.3



15.5



2,416.8     (1)
    
    Includes the payment of 2005
    dividends for 90.9 million, and the payment of the
    2006 interim dividend for 52.4 million.(2)
    
    First-time application of the IAS
    32 and 39 as of January 1, 2005, regarding the OCEANE
    convertible bonds: split accounting into a separate financial
    debt component and a shareholders equity component (see
    Note 1.C (s)  Rules and Estimates).   F-8




---



##### Table of Contents



5.
    NOTES TO
    THE CONSOLIDATED FINANCIAL STATEMENTS    §
    Lump-sum or cost-to-cost engineering service contract performed
    over a short period;§
    Engineering, manufacturing, installation and commissioning
    service contract 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.
    The average duration of these contracts is three years, but can
    vary depending on the contract.  Note 1 
    Summary
    of Significant Accounting Principles  A.
    Accounting
    Framework        Business Combinations:
  Property, Plant and Equipment, and Intangible
    Assets:
  Translation Gains and Losses in relation to Foreign
    Entity:
  Retirement Benefit Obligations:
  Share-based Payments:
  Insurance Contracts:
 F-9




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Financial Instruments:
  -
    Split accounting of compound financial instruments applied to
    the OCEANE convertible bonds. This generated an increase in
    equity and a reduction in convertible bonds (non-current
    financial debt) for 32.8 million as of
    January 1, 2005.-
    Accounting in the balance sheet of the fair value in respect of
    financial instruments being mainly foreign exchange hedging
    instruments.        IFRS 7:
    Disclosures on Financial Instruments
    IFRS 8:
    Information linked to segment information
    IAS 1:
    Amendments related to Capital Disclosures
    IFRIC 11:
    Group and Treasury Share Transaction
    IFRIC 9:
    Reassessment of Embedded Derivatives
      B.
    Consolidation
    Principles     F-10




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Note 35  Main Consolidated Companies and
    Equity Associates
          C.
    Rules
    and Estimates      (a)
    Use of
    Estimates    Note 1 C. (b) Construction Contracts Note 32 C.
    Contingencies: Exceptional Events and Litigation
   F-11




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      (b)
    Construction
    Contracts      §
    For all contracts, which include construction services subjected
    to performance commitments (lump-sum turnkey contracts), the
    percentage of completion is based on technical milestones
    defined for the main components of the contracts, once their
    progress is deemed sufficient which is typically a 20% to 25%
    level of completion;§
    For other construction contracts, the percentage of completion
    is recognized based on the ratio between costs incurred to date
    and estimated total costs at completion.      §
    Costs that relate directly to the contract such as purchase of
    material, subcontracting cost of engineering, cost of markets,
    labor costs and related costs.. The
    man-hour
    rates taken into account are based on standard level of
    activity. Selling costs, research and development costs and the
    potential charge of overabsorption are excluded from
    those evaluations.§
    Costs attributable to contract activity and that are
    attributable to a contract.§
    Other costs, if any, that are specifically chargeable to the
    customer as specified in the provisions of the contract.          §
    The initial amount of revenue agreed in the contract;§
    Variation in contract work, claims and incentive payments
    (Changes) to the extent it is probable that changes
    will result in revenue and are capable of being reliably
    measured.   F-12




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    §
    Progress payments made by customers related to unrealized works
    are recognized under the Advances Received liability
    item.§
    For each construction contract, the accumulated costs incurred,
    as well as the gross margin recognized at the contracts
    percentage of completion (plus accruals for foreseeable losses
    if needed), after deducting the progress payments invoiced to
    the client, are shown on the asset side under the
    Construction Contracts  Amounts Due from
    Clients if the balance of those combined components is a
    debit; if the balance is a credit, it is shown on the liability
    side under the Construction Contracts  Amounts
    Due to Clients line item.    §
    The balance of Construction Contracts  Amounts
    Due from Clients (which at that time amounts to the total
    contracts sale price), less accumulated progress payments
    received under this contract at this date, is invoiced to the
    customer and recorded as current receivables on contracts (see
    Note 18  Trade Receivables).§
    In order to obtain the acceptance certificate from the client,
    if necessary, accrued liabilities may be recorded to cover
    pending expenses and are recorded as other current payables in
    the balance sheet.    Note 17  Construction Contracts
  (c)
    Foreign
    Currency Transactions and Financial Instruments  Foreign
    Currency Transactions
      Translation
    of Financial Statements for Foreign Companies
    Derivatives
    and Hedging Processing
     F-13




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
              §
    Its hedging role must be clearly defined and documented at
    inception;§
    Its efficiency should be proved at inception and for the
    entirety of its period of use. If the results of the efficiency
    test are between 80% and 125%, changes in fair value of the
    covered element should be almost offset by the changes in fair
    value of the derivative instrument.    §
    Derivatives which qualify for hedging are classified as current
    assets and liabilities, as they follow the operating cycle.§
    Derivatives which do not qualify for hedging are classified as
    current assets and liabilities.    §
    Regarding cash flow hedges, the portion of the gain or loss
    corresponding to the effectiveness of the hedging instrument is
    recognized directly in equity, and the ineffective portion of
    the gain or loss on the hedging instrument is recognized in the
    profit and loss account. The exchange gain or loss on derivative
    cash flow hedging instruments, deferred in equity, is
    reclassified in the net income of the period(s) whenever the
    forecast hedged transaction affects the profit or loss.§
    The variations in fair value of hedged derivative instruments
    are posted as financial income or expenses. The ineffective
    portion of the gain or loss immediately impacts net income. The
    carrying amount of a hedged item is adjusted by the gain or loss
    on this hedged item attributable to the hedged risk and is
    recorded in the income statement.§
    The changes in fair value of derivative financial instruments
    that do not qualify for hedging are directly recognized as
    financial income or expenses in the income statement.    Bid
    Contracts in Foreign Currency
   F-14




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (d)
    Business
    Combinations            (e)
    Property,
    Plant and Equipment        Buildings


10 to 50 yearsVessels


10 to 25 yearsMachinery and Equipment


6 to 10 yearsOffice Fixtures and Furniture


5 to 10 yearsVehicles


3 to 7 yearsEDP Equipment


3 to 5 years            F-15




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      (f)
    Intangible
    Assets  Research
    and Development Costs Generated Internally
    §
    The projects are clearly identified;§
    The Group is able to measure reliably the expenditure incurred
    by each project during its development;§
    The Group is able to demonstrate the technical feasibility of
    the project;§
    The Group has the financial and technical resources available to
    achieve the project;§
    The Group can demonstrate its intention to complete, to use or
    to commercialize products resulting from the project;§
    The Group is able to demonstrate the existence of a market for
    the output of the intangible asset, or, if it is used
    internally, the usefulness of the intangible asset.    Other
    Intangible Assets
  E-procurement
  (g)
    Other
    Financial Assets (Non-Current)    Non-Consolidated
    Investments
       F-16




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Receivables
    related to Investments
    Security
    Deposits and Others
    (h)
    Inventories    (i)
    Advances
    Paid to Suppliers    (j)
    Trade
    Receivables      (k)
    Cash and
    Cash Equivalents      (l)
    Provisions    §
    The Group has a present obligation (legal or constructive) as a
    result of a past event;§
    The settlement of the obligation will likely require an outflow
    of resources embodying economic benefits;§
    The amount of the obligation can be reliably estimated;
    provisions are measured according to the risk assessment or the
    exposed charge, based upon the best-known elements.  Current
    Provisions
  Contingencies related to contracts:
  Restructuring:
 F-17




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Non-Current
    Provisions
  Employee benefits
  §
    End-of-career indemnities, which are to be paid at retirement
    date;§
    Deferred wage indemnities, which are to be paid when employees
    leave the company;§
    Retirement indemnities, which are to be paid as annuities.      (m)
    Deferred
    Income Tax          §
    Taxable forecasted profits;§
    Analysis of the past taxable results;§
    Existence of significant and non-recurring income and expenses,
    included in the past tax results, which should not repeat in the
    future.        (n)
    Assets
    and Liabilities Held for Sale   F-18




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (o)
    Financial
    Income Arising on Contracts    (p)
    Income/(Loss)
    from Discontinued Operations    (q)
    Net
    Earnings per Share      (r)
    Treasury
    Shares    (s)
    Stock
    Options        (t)
    Financial
    Debts (Current and Non-Current)       F-19




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Note 2 
    Changes
    in Scope of Consolidation  Year
    Ended December 31, 2006
          Year
    Ended December 31, 2005
      Year
    Ended December 31, 2004
    §
    The dispositions of EHR and IG SpA. The German company, EHR, was
    sold on April 7, 2004 for 12.2 million. The net
    consolidated gain on EHR disposition was of
    2.3 million. The Italian company, IG SpA, was sold on
    April 23, 2004 for 2.0 million. The net
    consolidated gain on IG SpA disposition was of
    0.7 million. As per each disposition agreement, the
    companies EHR and IG SpA have been considered as sold as of
    January 1, 2004.§
    The disposition of 75% of KTI SpA shares to KTI employees in
    November 2004, with a retrospective effect as of January 1,
    2004. No gain has been generated by this transaction. Following
    this part disposition, the remaining 25% still under Company
    control is consolidated using the equity method for the year
    ended December 31, 2004.§
    As the Group transferred its non-strategic operations, it also
    sold assets of Technip Offshore Moorings Inc. at their book
    value, at the end of the year 2004. F-20




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 3 
    Segment
    Information    A.
    Information
    by Business Segment    
    Business Segments    §
    The SURF segment (Subsea Umbilicals, Risers and Flowlines),
    which includes the manufacturing, the supply and the
    installation of sub-marine equipments.§
    The Facilities segment, which includes the fabrication of
    floaters, fixed platforms and topsides.§
    The Onshore Downstream segment, which comprises all business
    units in charge of engineering and construction of petrochemical
    and refining units as well as upstream facilities, including gas
    treatment units, LNG facilities and onshore pipelines.§
    The Industries segment, which is devoted to engineering and
    construction of non-oil and gas related facilities, such as
    pharmaceutical or chemical units, metal and mining facilities,
    and industrial buildings.§
    The Corporate segment, which comprises the Holding activities,
    the reinvoicing of Group services, management fees, EDP services
    and reinsurance activities.      F-21




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  TotalOnshore











Continuing


DiscontinuedYear ended December 31, 2006

SURF


Facilities


Downstream


Industries


Corporate(1)


Not Allocable


Operations


Operations


TotalIn millions of EurosRevenuesSales to External Customers


2,209.2



1,195.5



3,317.8



204.0











6,926.5







6,926.5Total Revenues


2,209.2



1,195.5



3,317.8



204.0











6,926.5







6,926.5Gross Margin


373.5



133.1



189.1



28.7











724.4







724.4Income/(Loss) From
    Operations


213.5



83.8



73.8



11.3



(22.3
)






360.1







360.1Financial Income/(Expenses)






















(61.5
)


(61.5
)






(61.5
)Share of Income/(Loss) of
    Associates Accounted for Using the Equity Method










(2.6
)














(2.6
)






(2.6
)Income Tax Expense






















(94.1
)


(94.1
)






(94.1
)Discontinued Operations


































Net Income/(Loss) for the
    Year


























201.9







201.9Assets and LiabilitiesSegment Assets


3,650.3



929.1



2,488.6



126.2



561.0







7,755.2







7,755.2Investments in Associates Accounted
    for Using the Equity Method










2.3















2.3







2.3Unallocated Assets






















305.9



305.9







305.9Total Assets


3,650.3



929.1



2,490.9



126.2



561.0



305.9



8,063.4







8,063.4Segment Liabilities(2)


1,184.1



485.7



2,751.6



138.0



903.9







5,463.3







5,463.3Unallocated Liabilities






















2,600.1



2,600.1







2,600.1Total Liabilities


1,184.1



485.7



2,751.6



138.0



903.9



2,600.1



8,063.4







8,063.4Other Segment
    InformationBacklog(3)


2,718.9



741.6



6,650.4



161.9











10,272.8







10,272.8Capital Expenditure:(4)Property, Plant and Equipment


127.5



9.7



13.4



0.6











151.2







151.2Intangible Assets


1.3



1.7



2.2



0.3



0.5







6.0







6.0Depreciation of Property, Plant and
    Equipment


125.5



6.4



9.6



1.0



2.0







144.5







144.5Amortization of Intangible Assets


6.8



2.9



0.7







4.9







15.3







15.3Restructuring Costs










1.8















1.8







1.8Non-Cash Expenses:Charge related to Convertible Bond
    Split Accounting


















8.1







8.1







8.1Stock Option Charge


















2.5







2.5







2.5Non-Current Provisions (including
    Employee Benefits)


2.2



6.6



16.6



0.1



1.4







26.9







26.9Fair Value (Gains)/Losses on
    Derivatives through Profit and Loss


(1.4
)


0.3



2.0















0.9







0.9     (1)
    
    Reinvoicing performed by the Corporate segment regarding Group
    services provided to other segments are not presented in the
    section Segment information, as they are not related
    to the activity of Technip.(2)
    
    The segment liabilities of the Corporate segment include
    financial debts such as bond loan and other borrowings.
    Financial charges related to these debts are not allocated.(3)
    
    The backlog is defined as the difference between the total
    contractual sale prices of all contracts in force and the
    cumulated revenues recognized at that date on these contracts.(4)
    
    Assets under construction are not included in capital
    expenditures on intangible and tangible assets.  F-22




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  TotalOnshore











Continuing


DiscontinuedYear ended December 31, 2005

SURF


Facilities


Downstream


Industries


Corporate(1)


Not Allocable


Operations


Operations


TotalIn millions of EurosRevenuesSales to External Customers


1,797.6



1,013.4



2,318.2



246.9











5,376.1







5,376.1Total Revenues


1,797.6



1,013.4



2,318.2



246.9











5,376.1







5,376.1Gross Margin


243.7



91.3



195.1



28.0











558.1







558.1Income/(Loss) From
    Operations


118.8



27.1



88.3



6.0



(9.2
)






231.0







231.0Financial Income/(Expenses)






















(88.8
)


(88.8
)






(88.8
)Share of Income/(Loss) of
    Associates Accounted for Using the Equity Method










1.3















1.3







1.3Income Tax Expense






















(43.5
)


(43.5
)






(43.5
)Discontinued Operations






























(5.0
)


(5.0
)Net Income/(Loss) for the
    Year


























100.0



(5.0
)


95.0Assets and LiabilitiesSegment Assets


3,427.5



1,112.2



2,091.3



216.2



158.4







7,005.6







7,005.6Investments in Associates Accounted
    for Using the Equity Method










9.7















9.7







9.7Unallocated Assets






















281.7



281.7







281.7Total Assets


























7,297.0







7,297.0Segment Liabilities(2)


936.0



239.9



404.2



1,914.3



1,708.8







5,203.2







5,203.2Unallocated Liabilities






















2,093.8



2,093.8







2,093.8Total Liabilities


























7,297.0







7,297.0Other Segment
    InformationBacklog(3)


2,687.9



1,206.7



7,126.9



148.0











11,169.5







11,169.5Capital Expenditure:(4)Property, Plant and Equipment


138.6



10.8



16.7



1.3











167.4







167.4Intangible Assets


0.1



1.0



1.1



0.1



0.8







3.1







3.1Depreciation of Property, Plant and
    Equipment


101.7



11.4



9.0



2.0



2.1







126.2







126.2Amortization of Intangible Assets


6.0



3.5



2.2



0.4



5.0







17.1







17.1Restructuring Costs










0.9















0.9







0.9Non-Cash Expenses:Amortization of Convertible Bond
    Redemption Premium






















13.3



13.3







13.3Charge related to Convertible Bond
    Split Accounting






















16.6



16.6







16.6Stock Option Charge


















5.4







5.4







5.4Non-Current Provisions (including
    Employee Benefits)


6.2



0.8



8.9



1.5



2.1







19.5







19.5Fair Value (Gains)/Losses on
    Derivatives through Profit and Loss


4.8



0.1



(1.7
)














3.2







3.2     (1)
    
    Reinvoicing performed by the Corporate segment regarding Group
    services provided to other segments are not presented in the
    section Segment information, as they are not related
    to the activity of Technip.(2)
    
    The segment liabilities of the Corporate segment include
    financial debts such as convertible bonds OCEANE, bond loan and
    other borrowings. Financial charges related to these debts are
    not allocated.(3)
    
    The backlog is defined as the difference between the total
    contractual sale prices of all contracts in force and the
    cumulated revenues recognized at that date on these contracts.(4)
    
    Assets under construction are not included in capital
    expenditures on intangible and tangible assets.  F-23




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  TotalOnshore











Continuing


DiscontinuedYear ended December 31, 2004

SURF


Facilities


Downstream


Industries


Corporate(1)


Not Allocable


Operations


Operations


TotalIn millions of EurosRevenuesSales to External Customers


1,422.1



1,066.6



2,384.1



268.1











5,140.9







5,140.9Total Revenues


1,422.1



1,066.6



2,384.1



268.1











5,140.9







5,140.9Gross Margin


256.6



81.4



204.2



20.4



0.5







563.1







563.1Income/(Loss) From
    Operations


146.5



17.5



92.1



(7.1
)


(15.4
)






233.6







233.6Financial Income/(Expenses)






















(66.4
)


(66.4
)






(66.4
)Share of Income/(Loss) of
    Associates Accounted for Using the Equity Method










1.2















1.2







1.2Income Tax Expense






















(54.2
)


(54.2
)






(54.2
)Discontinued Operations


































Net Income/(Loss) for the
    Year


























114.2







114.2Assets and LiabilitiesSegment Assets


3,448.1



927.7



1,581.2



182.5



155.1







6,294.6







6,294.6Investments in Associates Accounted
    for Using the Equity Method










19.9















19.9







19.9Unallocated Assets






















103.1



103.1







103.1Total Assets


























6,417.6







6,417.6Segment Liabilities(2)


882.9



513.1



1,347.8



165.9



1,492.5







4,402.2







4,402.2Unallocated Liabilities






















2,015.4



2,015.4







2,015.4Total Liabilities


























6,417.6







6,417.6Other Segment
    InformationBacklog(3)


1,859.9



944.4



3,758.4



216.3











6,779.0







6,779.0Capital Expenditure:(4)Property, Plant and Equipment


108.4



8.7



16.1



1.4











134.6







134.6Intangible Assets






0.6



1.0



0.1



5.0







6.7







6.7Depreciation of Property, Plant and
    Equipment


91.0



13.3



11.3



1.6



0.5







117.7







117.7Amortization of Intangible Assets


6.0



3.8



1.1



0.1



6.7







17.7







17.7Restructuring Costs










8.3



3.7











12.0







12.0Non-Cash Expenses:


























Amortization of Convertible Bond
    Redemption Premium






















13.1



13.1







13.1Charge related to Convertible Bond
    Split Accounting


































Stock Option Charge


















5.8







5.8







5.8Non-Current Provisions (including
    Employee Benefits)


0.3



0.3



4.2



0.7











5.5







5.5     (1)
    
    Reinvoicing performed by the Corporate segment regarding Group
    services provided to other segments are not presented in the
    section Segment information, as they are not related
    to the activity of Technip.(2)
    
    The segment liabilities of the Corporate segment include
    financial debts such as convertible bonds OCEANE, bond loan and
    other borrowings. Financial charges related to these debts are
    not allocated.(3)
    
    The backlog is defined as the difference between the total
    contractual sale prices of all contracts in force and the
    cumulated revenues recognized at that date on these contracts.(4)
    
    Assets under construction are not included in capital
    expenditures on intangible and tangible assets. F-24




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   B.
    Information
    by Geographical Segment  
    Geographical Segments    §
    Europe, Russia, Central Asia;§
    Africa;§
    Middle-East;§
    Asia-Pacific;§
    Americas.                    F-25




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Europe,Russia,Year ended December 31, 2006

Central Asia(1)


Africa


Middle-East(6)


Asia-Pacific


Americas


Not Allocable


TotalIn millions of EurosRevenuesSales to External Customers


1,399.2



1,254.4



2,070.7



806.7



1,395.5







6,926.5Less Sales Attributable to
    Discontinued Operations


























Revenues by Region


1,399.2



1,254.4



2,070.7



806.7



1,395.5







6,926.5Income/(Loss) from
    Operations


151.1



60.3



125.0



(80.9
)


104.6







360.1AssetsSegment Assets(2)


873.6



375.1



653.1



316.6



488.8



2,951.1



5,658.3Investments in Associates
    Accounted for Using the Equity Method


2.3























2.3Unallocated Assets(3)






















2,402.8



2,402.8Total Assets


875.9



375.1



653.1



316.6



488.8



5,353.9



8,063.4Other Segment
    InformationBacklog(4)


932.9



1,338.4



4,940.1



1,192.8



1,868.5







10,272.7Capital Expenditures:(5)Property, Plant and Equipment


37.8



1.4



4.3



2.8



28.4



76.5



151.2Intangible Assets


5.4











0.4



0.2







6.0     (1)
    
    Of which revenues performed in France: 191.4 million.(2)
    
    The segment assets which are not allocable correspond to
    goodwill for 2.360 billion and to vessels for
    281.2 million that are meant to operate in different
    geographical regions and therefore cannot be allocated to a
    specific segment.(3)
    
    Unallocated assets mainly include Cash and Cash Equivalents
    which are managed centrally.(4)
    
    The backlog is defined as the difference between the total
    contractual sale prices of all contracts in force and the
    cumulated revenues recognized at that date on these contracts.(5)
    
    Assets under construction are not included in capital
    expenditures on intangible and tangible assets.(6)
    
    Of which revenues performed in Qatar: 1.222 billion.  F-26




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Europe,Russia,Year ended December 31, 2005

Central Asia(1)


Africa


Middle-East(6)


Asia-Pacific


Americas


Not Allocable


TotalIn millions of EurosRevenuesSales to External Customers


1,382.9



1,258.4



1,108.1



583.4



1,044.5







5,377.3Less Sales Attributable to
    Discontinued Operations


















(1.2
)






(1.2
)Revenues by Region


1,382.9



1,258.4



1,108.1



583.4



1,043.3







5,376.1Income/(Loss) from
    Operations


162.2



(42.5
)


50.5



27.2



33.6







231.0AssetsSegment Assets(2)


601.0



168.5



493.1



210.5



582.3



2,864.2



4,919.6Investments in Associates Accounted
    for Using the Equity Method


1.4







8.3















9.7Unallocated Assets(3)






















2,367.7



2,367.7Total Assets


602.4



168.5



501.4



210.5



582.3



5,231.9



7,297.0Other Segment
    InformationBacklog(4)


961.3



2,007.9



5,099.4



1,014.2



2,086.7







11,169.5Capital Expenditures:(5)


























Property, Plant and Equipment


39.7



49.6



6.0



4.2



12.7



55.2



167.4Intangible Assets


0.6







0.4



0.1



0.6



1.4



3.1     (1)
    
    Of which revenues performed in France: 256.7 million.(2)
    
    The segment assets which are not allocable correspond to
    goodwill for 2.377 billion and to vessels for
    386.7 million that are meant to operate in different
    geographical regions and therefore cannot be allocated to a
    specific segment.(3)
    
    Unallocated assets mainly include Cash and Cash Equivalents
    which are managed centrally.(4)
    
    The backlog is defined as the difference between the total
    contractual sale prices of all contracts in force and the
    cumulated revenues recognized at that date on these contracts.(5)
    
    Assets under construction are not included in capital
    expenditures on intangible and tangible assets.(6)
    
    Of which revenues performed in Qatar: 392.8 million.  F-27




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Europe,Russia,Year ended December 31, 2004

Central Asia(1)


Africa


Middle-East(6)


Asia-Pacific


Americas


Not Allocable


TotalIn millions of EurosRevenuesSales to External Customers


1,278.9



1,285.1



1,268.6



378.9



929.4







5,140.9Less Sales Attributable to
    Discontinued Operations


























Revenues by Region


1,278.9



1,285.1



1,268.6



378.9



929.4







5,140.9Income/(Loss) from
    Operations


84.5



79.3



17.9



38.8



13.1







233.6AssetsSegment Assets(2)


647.8



253.4



404.0



145.1



383.8



2,902.2



4,736.3Investments in Associates Accounted
    for Using the Equity Method


12.3







7.6















19.9Unallocated Assets(3)






















1,661.4



1,661.4Total Assets


660.1



253.4



411.6



145.1



383.8



4,563.6



6,417.6Other Segment
    InformationBacklog(4)


1,077.1



1,742.8



2,403.5



459.9



1,095.7







6,779.0Capital Expenditures:(5)


























Property, Plant and Equipment


26.7



13.0



4.2



1.3



11.4



78.0



134.6Intangible Assets


1.0







0.2



0.1



0.4



5.0



6.7     (1)
    
    Of which revenues performed in France: 159.0 million.(2)
    
    The segment assets which are not allocable correspond to
    goodwill for 2.395 billion and to vessels for
    408.5 million that are meant to operate in different
    geographical regions and therefore cannot be allocated to a
    specific segment.(3)
    
    Unallocated assets mainly include Cash and Cash Equivalents
    which are managed centrally.(4)
    
    The backlog is defined as the difference between the total
    contractual sale prices of all contracts in force and the
    cumulated revenues recognized at that date on these contracts.(5)
    
    Assets under construction are not included in capital
    expenditures on intangible and tangible assets.(6)
    
    Of which revenues performed in Qatar: 202.4 million.  C.
    Major
    Customers       F-28




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 4 
    Income/(Loss)
    from Operations    A.
    Revenues    2006


2005


2004In millions of EurosRendering of services(1)


6,733.7



5,277.7



5,083.8Sales of goods


192.8



98.4



57.1Revenues


6,926.5



5,376.1



5,140.9     (1)
    
    Financial income and expenses arising from cash held on ongoing
    turnkey contracts are included in revenues. They amounted to
    78.7 million for 2006, 31.4 million for
    2005 and 9.9 million for 2004. The reported increase
    during the period results from significant contracts awarded to
    the Group in 2005.  B.
    Cost of
    Sales and Administrative Expenses    2006


2005


2004In millions of EurosTotal Cost of Sales


(6,202.1
)


(4,818.0
)


(4,577.8
)Including Depreciation of
    Property, Plant and Equipment


(135.1
)


(108.2
)


(92.8
)Including Amortization of
    Licenses, Patents and Trademarks


(6.3
)


(4.7
)


(2.7
)Including Amortization of Other
    Intangible Assets


(1.6
)


(2.6
)


(2.6
)Including Employee Benefit Expenses


(789.3
)


(666.4
)


(629.2
)Including Charges Payable Under
    Finance Leases and Hire Purchase Contracts


(69.4
)


(59.6
)


(52.1
)     2006


2005


2004In millions of EurosTotal Administrative
    Costs


(269.8
)


(224.2
)


(189.3
)Including Depreciation of
    Property, Plant and Equipment


(7.8
)


(11.2
)


(13.8
)Including Employee Benefit Expenses


(79.5
)


(81.7
)


(76.1
)Including Charges Payable Under
    Finance Leases and Hire Purchase Contracts


(7.3
)






Including Stock Option Charge(1)


(3.0
)


(5.4
)


(1.4
)     (1)
    
    The stock option charge amounted to 5.8 million in
    2004 and most of this charge was classified as other operating
    expense in 2004. In 2006 and 2005 accounts, the Group has
    classified it in administrative costs. F-29




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   C.
    Other
    Operating Income  2006


2005


2004In millions of EurosProceeds from Sales of Assets(1)


76.3



22.0



22.9Reinsurance Income(2)


5.7



6.4



Reversal of Financial Assets
    Provision(3)


0.9







Reversal of Provision for
    Litigation


0.5







Others


1.2



4.2



3.1Other Operating
    Income


84.6



32.6



26.0     (1)
    
    The Group has sold Gulf Marine Fabricators assets for
    67.3 million and a building located in Lyon (France)
    for 7.7 million in 2006.(2)
    
    Reinsurance income comes from our reinsurance captive.(3)
    
    The reversal of provisions comes from the liquidation of a
    subsidiary, without any impact on the net income while the net
    book value of the financial assets is booked in other operating
    charges for 0.9 million in 2006.  D.
    Other
    Operating Expenses  2006


2005


2004In millions of EurosNet Book Value of Disposed
    Assets(1)


(50.3
)


(9.6
)


(15.2
)Restructuring Costs(2)


(1.8
)


(0.9
)


(12.0
)Reinsurance Costs(3)


(6.1
)


(5.8
)


(0.3
)Others


(1.4
)


(5.8
)


(9.4
)Other Operating
    Expenses


(59.6
)


(22.1
)


(36.9
)     (1)
    
    The Group has sold Gulf Marine Fabricators assets which
    has a net book value of 47.0 million and building
    located in Lyon (France) which has a net book value of
    2.3 million and financial assets for
    0.9 million.(2)
    
    Corresponds in 2004 to the restructuring costs of a German
    subsidiary.(3)
    
    Reinsurance costs come from our reinsurance captive.  E.
    Employee
    Benefit Expenses  2006


2005


2004In millions of EurosWages and Salaries


752.0



705.2



652.4Social Security Costs


147.0



143.6



126.6Pension Costs  Defined
    Contribution Plans


14.7



6.4



5.5Pension Costs  Defined
    Benefit Plans


13.6



12.4



16.2Others


18.2



16.9



15.3Employee Benefit Expenses
    excluding Stock Options


945.5



884.5



816.0Stock Options Granted to Directors
    and Employees


2.7



5.4



5.8Employee Benefit
    Expenses


948.2



889.9



821.8    F-30




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  F.
    Research
    and Development Expenses    Note 5 
    Financial
    Income and Expenses    A.
    Financial
    Income  2006


2005


2004In millions of EurosFinancial IncomeInterest Income from Treasury
    Management(1)


8.9



14.3



9.4Dividends from Non-Consolidated
    Investments


0.5







0.5Financial Income related to
    Employee Benefits


3.8



3.8



3.5Changes in Derivative Fair Value
    (excluding Hedging)(2)


0.9



1.9



Others


0.6







0.914.7



20.0



14.3     (1)
    
    Mainly resulting from gains on dispositions of marketable
    securities and earnings from short-term security deposits.(2)
    
    Arising from the application of IAS 32 and IAS 39 as of
    January 1, 2005, related to foreign exchange hedging
    financial instruments used by the Group.  B.
    Financial
    Expenses  2006


2005


2004In millions of EurosFinancial ExpensesConvertible Bonds: Financial
    Charges(1)


(10.0
)


(38.0
)


(21.4
)Convertible Bonds: Loss on Buy Out






(1.6
)


(4.9
)Bond Interest Expense(2)


(30.1
)


(30.1
)


(18.4
)Fees Related to Credit Facilities


(0.8
)


(1.4
)


(3.8
)Financial Expenses related to
    Employee Benefits


(7.4
)


(9.2
)


(8.4
)Interest Expenses on Bank
    Borrowings and Overdrafts


(9.1
)


(12.4
)


(9.4
)Net Foreign Currency Translation
    Losses


(6.4
)


(9.5
)


(6.5
)Inefficient Part of Hedging
    Instruments


(1.2
)


(1.2
)


Others


(11.2
)


(5.4
)


(7.9
)(76.2
)


(108.8
)


(80.7
)Net Financial
    Expenses


(61.5
)


(88.8
)


(66.4
)Net Financial
    ExpensesFinancial Income


14.7



20.0



14.3Financial Expenses


(76.2
)


(108.8
)


(80.7
)(61.5
)


(88.8
)


(66.4
)  F-31




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (1)
    
    Financial charges on convertible bonds OCEANE include
    8.3 million in 2006 and 16.6 million in
    2005 of additional non-cash charges related to IAS 32 and IAS 39
    applied from January 1, 2005.(2)
    
    The interest expenses on bond loan issued in May 2004 increased
    from 18.4 million in 2004 to 30.1 million
    in 2005 and 2006, year-end for which interests are due for one
    full year.  Note 6 
    Income
    Tax  A.
    Income
    Tax Expense    2006


2005


2004Consolidated Income Statement

In millions of EurosCurrent Income TaxIncome Tax Expense


(111.1
)


(31.0
)


(22.3
)Deferred Income Tax


26.0



(12.5
)


(31.2
)(85.1
)


(43.5
)


(53.5
)Reduction of Goodwill related
    to Realized Income Tax Loss Carry
    Forwards(1)


(9.0
)






Tax on Net Gains related to
    disposition of Investment










(0.7
)Income Tax Expense as reported
    in the Consolidated Income Statement


(94.1
)


(43.5
)


(54.2
)   Consolidated Statement of Changes in Equity

2006


2005


2004Deferred Income Tax related to
    Items Booked Directly to Opening Equity


24.0



(11.9
)


Deferred Income Tax related to
    Items Booked to Equity during the Year


(26.3
)


35.9



Other Equity Operations










Income Tax Expense as reported
    in the Consolidated Equity


(2.3
)


24.0



     (1)
    
    According to IFRS 3 and IAS 12, in a business combination, when
    losses carried forward are not initially recognized in the
    opening balance sheet but utilized after, the Company books the
    resulting deferred tax income in P&L, reducing the carrying
    amount of goodwill (as an expense) to the amount that would have
    been recognized if the deferred tax asset had been recognized as
    an identifiable asset from the acquisition date. This reduction
    in goodwill is disclosed in a separate line item in the above
    table and in the cash flow statement. F-32




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   B.
    Income
    Tax Reconciliation    Income Tax Reconciliation

2006


2005


2004In millions of EurosNet Income from Continuing
    Operations


201.9



100.0



114.2Income/(Loss) from Discontinued
    Operations






(5.0
)


Income Tax Expense on Continuing
    Operations


85.1



43.5



54.2Income Before Tax


287.0



138.5



168.4Adjustments on Income before
    TaxShare of Income/(Loss) of
    Associates Accounted for Using the Equity Method


2.6



(1.3
)


(1.2
)Stock Option Charge


2.7



5.6



5.8Charge related to Reduction of
    Goodwill


(14.5
)






Charge related to Convertible Bond
    Split Accounting


8.1



16.3



Adjusted Income before Tax


285.9



159.1



173.0At Parent Company Statutory Income
    Tax Rate of 34,43% (2005: 34,93)%


(98.4
)


(55.6
)


(61.3
)Territoriality and Local Taxes


11.8



(2.3
)


1.1Other Non-Deductible Expenses


(1.2
)


(3.0
)


(1.4
)Allowance/Reversals of Taxes and
    Tax Losses


17.3



9.3



6.9Dividends not Taxable in Parent
    Company


2.4



(1.5
)


(2.7
)Share of General Fees on Dividends


(2.6
)


(1.1
)


(2.0
)Seamec (Tonnage Scheme)


2.5



1.1



0.5Difference between Parent Company
    and Foreign Income Tax Rates


(5.0
)


5.1



1.1Tax Savings/(Expenses) due to Tax
    Integration


0.6



2.4



1.1Convertible Bond
    Redemption Premium


(5.1
)


(4.7
)


Others


(7.4
)


6.8



2.5At the Effective Income Tax
    Rate of 29,55% (2005: 31,41%)


(85.1
)


(43.5
)


(54.2
)Reduction of Goodwill related to
    Realized Income Tax Loss Carry Forwards


(9.0
)






Income Tax Expense as reported in
    the Consolidated Income Statement


(94.1
)


(43.5
)


(54.2
)  F-33




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  C.
    Deferred
    Income Tax  Note 1 C. (m) Deferred Income Tax
  Consolidated balance sheetDeferred Income Tax

2006


2005


2004In millions of EurosDeferred Income Tax
    AssetsEmployee Benefits


24.5



22.2



27.9Fair Value Adjustments on
    Financial Instruments


6.5



26.1



Deferred Gains and Losses on
    Foreign Exchange Contracts


2.1



1.5



2.5Differences between Taxable and
    Accounting Depreciation


30.1



50.3



44.9Margin Recognition on Construction
    Contracts


48.6



25.1



25.7Capital Leases


5.7



8.1



7.8Tax Paid in Y and Deductible in Y-1


15.3



15.4



14.3Changes in Tax Rates






0.4



Tax Loss Carry-Forwards


33.3



7.7



Convertible Bond
    Redemption Premium






15.8



15.8Others


16.1



8.4



30.6182.2



181.0



169.5Deferred Income Tax
    LiabilitiesFair Value Adjustments on
    Financial Instruments


12.8



1.6



Deferred Gains and Losses on
    Foreign Exchange Contracts


1.5



1.4



2.0Differences between Taxable and
    Accounting Depreciation(1)


116.5



117.7



103.7Margin Recognition on Construction
    Contracts


41.0



37.4



42.9Capital Leases


1.1



1.4



1.6Tax Accruals


6.6



4.1



2.2Capitalized Acquisition Costs of
    Tangible and Intangible Assets






0.2



Differences from Changes in
    Functional Currency


2.4



3.3



3.7Fair Value Adjustments on
    Acquisitions


21.1



25.9



32.6Others


10.3



(1.6
)


(1.0
)213.3



191.4



187.7Net Deferred Income Tax
    Assets/(Liabilities)


(31.1
)


(10.4
)


(18.2
)     (1)
    
    Differences between taxable and accounting depreciation arise
    from vessel depreciation and particularly from the Deep Blue.     F-34




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  D.
    Tax Loss
    Carry-Forwards and Tax Credits    Note 7 
    Income/(Loss)
    from Discontinued Operations  A.
    Discontinued
    Operations  2006

2005

2004In millions of EurosGains/(Losses) on Consolidated
    Investment Dispositions






(5.0
)


Income/(Loss) from Discontinued
    Operations






(5.0
)


           2006


2005


2004In millions of EurosRevenues






1.2



Cost of Sales






(5.3
)


Gross Margin






(4.1
)


Other Operating Income and Expenses






(0.9
)


Income/(Loss) from
    Operations






(5.0
)


Financial Income










Financial Expenses










Result Recognized on the
    Re-Measurement to Fair Value










Result before Tax from
    Discontinued Operations






(5.0
)


Income Tax Expense:










related to Income/(Loss) before Tax










related to Re-Measurement to Fair
    Value










Income/(loss) from Discontinued
    Operations






(5.0
)


   2006


2005


2004In EuroNet Earnings per
    ShareBasic, for Discontinued Operations






(0.05
)


Net Diluted, for Discontinued
    Operations






(0.05
)


   F-35




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  2006


2005


2004In millions of EurosNet cash flows from:Operating Activities






(5.7
)Investing Activities






Financing Activities






Total






(5.7
)   B.
    Assets
    Held for Sale      2006


2005


2004In millions of EurosAssetsProperty, Plant and Equipment


2.1



24.0



Intangible Assets


8.9



18.3



Other Debtors


46.5



0.6



Cash and Cash Equivalents


4.0







Assets of Disposition Group
    Classified as Held for Sale


61.5



42.9



LiabilitiesCreditors


(18.8
)






Interest-Bearing Liabilities










Liabilities Directly Associated
    with the Assets Classified as Held for Sale


(18.8
)






Net Assets of Disposition Group
    Classified as Held for Sale


42.7



42.9



   2006


2005


2004In millions of EurosNet cash flows from:Operating Activities


(2.5
)


(2.0
)


Investing Activities


(1.3
)


(0.1
)


Financing Activities


0.4



2.2



Total


(3.4
)


0.1



  F-36




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 8 
    Net
    Diluted Earnings per Share  Note 1 C. (q) Net Earnings per
    Share
  2006


2005


2004In millions of EurosNet Income Attributable to
    Shareholders of the Parent Company


200.1



93.3



111.8Convertible Bonds: Split Accounting


8.1



16.6



Convertible Bonds:
    Redemption Premium after Tax






13.3



7.4Convertible Bonds: Financial Costs
    net of Tax


1.9



5.3



6.5Net Income before Convertible Bond
    Financial Costs


210.1



128.5



125.7In thousands of EurosNumber of Shares: Issued Shares at
    period end


106,117



98,874



96,443 Stock Options not
    Exercised at period end


3,107



3,650



5,587 Convertible Bonds






14,406



14,876 Treasury Shares


(1,337
)


(1,581
)


(1,361
)Denominator for Calculation of Net
    Diluted Earnings per Share at period end


106,283



97,218



110,844Denominator for Calculation of Net
    Earnings per Share


105,471



95,687



94,454In EurosNet Diluted Earnings per Share(1)


1.88



0.96



1.13Net Earnings per Share(2)


1.90



0.98



1.18     (1)
    
    The net diluted earnings per share take into account the
    possible dilutive effects that may be generated by equity
    instruments (stock options) and compound financial instruments
    (convertible bonds OCEANE). During the period, the Group has not
    issued other financial instrument that may have any diluted
    effect on the net earnings per share. As the convertible bonds
    did not have a dilutive impact on net income af of
    December 31, 2005, after application of IAS
    32-39, the
    computation of net diluted earning per share as of
    December 31, 2005 does not include the convertible bond
    impact as per IAS 33.(2)
    
    The net earnings per share are calculated based on the average
    number of ordinary shares outstanding during the period, less
    the treasury shares.    Note 23  Convertible Bonds
  Note 7 
    Income/(Loss) from Discontinued Operations
  Note 9 
    Dividends
    Paid and Proposed   F-37




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Note 10 
    Compensation
    of the Members of the Board of Directors    Note 11 
    Property,
    Plant and Equipment      OfficeFixturesMachinery and


and


Asset underLand


Buildings


Vessels


Equipment


Furniture


Construction


Others


TotalIn millions of EurosAs of January 1,
    2005Cost


14.0



136.3



695.1



432.4



104.2



15.6



73.6



1,471.2Accumulated Amortization


(1.0
)


(65.2
)


(286.6
)


(263.0
)


(81.8
)






(37.1
)


(734.7
)Accumulated Impairment Losses






























Net Book Value


13.0



71.1



408.5



169.4



22.4



15.6



36.5



736.5As of December 31,
    2005Cost


10.6



118.7



715.3



530.0



122.9



15.3



79.6



1,592.4Accumulated Amortization


(1.1
)


(57.8
)


(328.6
)


(295.6
)


(93.9
)






(44.1
)


(821.1
)Accumulated Impairment Losses






























Net Book Value


9.5



60.9



386.7



234.4



29.0



15.3



35.5



771.3As of December 31,
    2006Cost


9.5



158.4



758.0



521.9



133.6



23.2



85.3



1,689.9Accumulated Amortization






(88.9
)


(381.9
)


(314.6
)


(99.0
)






(46.1
)


(930.5
)Accumulated Impairment Losses


(1.0
)


























(1.0
)Net Book Value


8.5



69.5



376.1



207.3



34.6



23.2



39.2



758.4    F-38




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    OfficeFixturesMachinery and


and


Assets underLand


Buildings


Vessels


Equipment


Furniture


Construction


Others


TotalIn millions of EurosValue as of January 1,
    2004, Net of Accumulated Amortization and Impairment


14.0



83.7



400.9



162.3



31.6



29.4



18.9



740.8Additions 
    Acquisitions  Internal Developments






3.1



62.0



33.5



8.4



12.0



(0.4
)


118.6Additions  Business
    Combinations






























Dispositions






(0.7
)


(0.4
)


(7.9
)


(0.5
)






(1.0
)


(10.5
)Dispositions of Subsidiaries






























Depreciation Expense for the Year






(9.9
)


(51.1
)


(32.7
)


(17.7
)






(6.3
)


(117.7
)Impairment Losses






























Net Foreign Exchange Differences


(0.4
)


(1.5
)


(4.5
)


(1.8
)


(0.7
)


(1.0
)


(0.9
)


(10.8
)Others


(0.6
)


(3.6
)


1.6



16.0



1.3



(24.8
)


26.2



16.1Value as of December 31,
    2004, Net of Accumulated Amortization and Impairment


13.0



71.1



408.5



169.4



22.4



15.6



36.5



736.5Additions 
    Acquisitions  Internal Developments






3.2



31.7



88.4



20.7



11.7



11.3



167.0Additions  Business
    Combinations














0.1



0.2







0.1



0.4Dispositions






(0.3
)


(14.6
)


(0.1
)


(0.6
)






3.7



(11.9
)Dispositions of Subsidiaries


(0.1
)


(0.3
)






(0.1
)


(0.2
)










(0.7
)Depreciation Expense for the Year






(6.2
)


(45.7
)


(45.6
)


(17.0
)






(11.7
)


(126.2
)Impairment Losses






























Net Foreign Exchange Differences


1.2



3.6



12.0



13.3



1.5



1.8



1.9



35.3Attributable to Discontinued
    Operations/Assets Held for Sale


(4.7
)


(10.1
)






(7.3
)










(0.2
)


(22.3
)Others


0.1



(0.1
)


(5.2
)


16.3



2.0



(13.8
)


(6.1
)


(6.8
)Value as of December 31,
    2005, Net of Accumulated Amortization and Impairment


9.5



60.9



386.7



234.4



29.0



15.3



35.5



771.3Additions 
    Acquisitions  Internal Developments






6.8



42.0



44.0



22.0



22.6



13.8



151.2Additions  Business
    Combinations






























Dispositions


(0.6
)


(1.6
)


(0.4
)


(2.2
)


(0.5
)






(1.1
)


(6.4
)Dispositions of Subsidiaries






























Depreciation Expense for the Year






(37.0
)


(57.2
)


(28.5
)


(15.7
)






(6.4
)


(144.8
)Impairment Losses






























Net Foreign Exchange Differences


(0.2
)


(1.7
)


(0.7
)


(0.5
)


(0.9
)


(3.9
)


(1.3
)


(9.2
)Attributable to Discontinued
    Operations/Assets Held for Sale


(0.2
)










(1.0
)


(0.7
)






(0.4
)


(2.3
)Others(1)






42.1



5.7



(38.9
)


1.4



(10.8
)


(0.9
)


(1.4
)Value as of December 31,
    2006, Net of Accumulated Amortization and Impairment


8.5



69.5



376.1



207.3



34.6



23.2



39.2



758.4     (1)
    
    The line Others includes principally the reclassification from
    assets under construction to specific columns of assets and the
    Angolan spoolbase from the column machine and equipment to
    constructions for 41.8 million.     F-39




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Note 12 
    Intangible
    Assets    Licenses/Patents/





OthersGoodwill


Trademarks


Software


(1)


TotalIn millions of EurosAs of December 31,
    2004Cost


2,394.9



92.6



48.6



11.4



2,547.5Accumulated Amortization






(31.0
)


(33.7
)


(10.1
)


(74.8
)Accumulated Impairment Losses


















Net Book Value


2,394.9



61.6



14.9



1.3



2,472.7As of December 31,
    2005Cost


2,376.9



95.0



51.9



18.1



2,541.9Accumulated Amortization






(38.6
)


(42.1
)


(9.3
)


(90.0
)Accumulated Impairment Losses


















Net Book Value


2,376.9



56.4



9.8



8.8



2,451.9As of December 31,
    2006Cost


2,359.9



89.7



52.8



22.3



2,524.7Accumulated Amortization






(44.4
)


(47.8
)


(9.6
)


(101.8
)Accumulated Impairment Losses


















Net Book Value


2,359.9



45.3



5.0



12.7



2,422.9     (1)
    
    Including assets under construction. F-40




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   A.
    Intangible
    Assets    Licenses/Patents/





OthersGoodwill


Trademarks


Software


(3)


TotalIn millions of EurosValue as of December 31,
    2004, Net of Accumulated Amortization and Impairment


2,394.9



61.6



14.9



1.3



2,472.7Additions 
    Acquisitions  Internal Developments










2.5



0.6



3.1Attributable to Discontinued
    Operations/Assets Held for Sale


(18.3
)














(18.3
)Amortization Charge for the Year






(8.3
)


(7.9
)


(0.9
)


(17.1
)Impairment Losses


















Net Foreign Exchange Differences


0.3



3.1



0.3



(0.3
)


3.4Others(1)














8.1



8.1Value as of December 31,
    2005, Net of Accumulated Amortization and Impairment


2,376.9



56.4



9.8



8.8



2,451.9Additions 
    Acquisitions  Internal Developments










1.7



4.3



6.0Attributable to Discontinued
    Operations/Assets Held for Sale


(8.0
)


(0.7
)










(8.7
)Amortization Charge for the Year






(8.3
)


(6.5
)


(0.5
)


(15.3
)Impairment Losses


















Net Foreign Exchange Differences






(2.1
)










(2.1
)Others(2)


(9.0
)










0.1



(8.9
)Value as of December 31,
    2006, Net of Accumulated Amortization and Impairment


2,359.9



45.3



5.0



12.7



2,422.9     (1)
    
    The Group is currently in the process of setting up an
    integrated software. As of December 31, 2005, remaining
    related costs have been capitalized as assets under construction
    for 7.0 million in the column Others.(2)
    
    The amount mentioned on the line Others of goodwill
    comes from Coflexip tax losses carried forward not recognized
    before but used in 2006. The corresponding amount has been
    booked on the line income tax in the P&L (see
    Note 6(a)  Income Tax Expense).(3)
    
    Including assets under construction.  B.
    Goodwill  Note 7  Income/(Loss) from Discontinued
    Operations
  Note 6  Income Tax
  Note 7  Income/(Loss) from Discontinued
    Operations
 F-41




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 1
    C. (d) Business Combinations
    2006


2005


2004In millions of EurosGoodwill  Net
    ValueSurf(1)


1,931.1



1,948.1



1,948.1Facilities(1)


304.6



304.6



322.9KTI/MDEU


115.6



115.6



115.6Others


8.6



8.6



8.3Total Goodwill  Net
    Value


2,359.9



2,376.9



2,394.9     (1)
    
    The goodwill relative to Coflexip resulting from both
    installments has been assigned  after allocation to
    identifiable items  to two business segments: SURF
    and Facilities (see Note 3  Segment
    Information). Both goodwills were subject to impairment
    tests according to the method described in Note 1C. (d) Business Combinations.      Note 13  Investments in Associates Accounted
    for using the Equity Method
  Note 13 
    Investments
    in Associates Accounted for using the Equity Method   F-42




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     TP KTI SpA


TotalIn millions of EurosAs of December 31,
    2006Country


ItalyPercentage of Interest


25
%Financial Data at 100% in
    millions of EurosTotal Assets


221.9Total Liabilities (except Equity)


215.9Net Assets


6.0Revenues


116.9Net Income


5.0Carrying Amount of the
    Investment


2.3



2.3   Nargan


TP KTI SpA


TotalIn millions of EurosAs of December 31,
    2005Country


Iran



ItalyPercentage of Interest


20
%


25
%Financial Data at 100% in
    millions of EurosTotal Assets


75.7



300.7Total Liabilities (except Equity)


64.6



297.4Net Assets


11.1



3.3Revenues


65.4



63.8Net Income


7.2



2.3Carrying Amount of the
    Investment


8.3



1.4



9.7   Nargan


TP KTI SpA


TPL


TotalIn millions of EurosAs of December 31,
    2004Country


Iran



Italy



ItalyPercentage of Interest


20
%


25
%


100
%Financial Data at 100% in
    millions of EuroTotal Assets


68.8



280.7



11.7Total Liabilities (except Equity)


59.9



277.3



1.1Net Assets


8.9



3.4



10.6Revenues


30.0



72.6



0.4Net Income


3.7



1.7



(0.3
)Carrying Amount of the
    Investment


7.6



1.6



10.7



19.9  F-43




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2006


2005


2004In millions of EurosCarrying Amount of Investments
    as of January 1


9.7



19.9



6.5Additions(1)










13.5Dispositions(1)






(10.7
)


(1.1
)Share of Income/(Loss) of
    Associates Accounted for Using the Equity Method


(2.6
)


1.3



1.2Paid Dividends






(0.7
)


Foreign Exchange Differences






0.3



(0.2
)Net Gains/(Losses) from Fair Value
    Adjustments










Other Reclassifications*


(4.8
)


(0.4
)


Carrying Amount of Investments
    as of December 31


2.3



9.7



19.9     *
    
    Nargan interests have been reclassified in assets held for sale
    as of December 31, 2006.(1)
    
    Additions in 2004 and dispositions in 2005 are mainly connected
    with TPL. In 2004, TPL was accounted for using the equity method
    owing to the liquidation in progress of this affiliate. As the
    estimation of the time needed to an effective liquidation was
    underestimated in 2004, Technip had to reassess the accounting
    processing of this entity and to account for it under full
    consolidation in 2005.  Note 14 
    Other
    Financial Assets (Non-Current)  Note 1 C. (g) Other Financial
    Assets (Non-Current)
    Fair Value


CostValuation


Valuation2006


2005


2004


2006


2005


2004In millions of EurosNon-Consolidated Investments


5.4



4.8



4.3



5.4



4.8



4.3Valuation Allowance


(1.3
)


(1.3
)


(2.4
)


(1.3
)


(1.3
)


(2.4
)Net Value


4.1



3.5



1.9



4.1



3.5



1.9Loans related to Investments


0.2



3.0



2.1



0.2



3.0



2.1Valuation Allowance






(2.8
)


(1.6
)






(2.8
)


(1.6
)Net Value


0.2



0.2



0.5



0.2



0.2



0.5Security Deposits


7.5



6.6



0.7



7.5



6.6



0.7Others


5.0



1.3



0.3



5.0



1.3



0.3Total Other Financial Assets
    (Non-Current), Net


16.8



11.6



3.4



16.8



11.6



3.4  F-44




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 15 
    Available-for-Sale
    Financial Assets    Carrying Amount


Fair Value2006


2005


2004


2006


2005


2004In millions of EurosAvailable for-sale Financial
    AssetsShare  listed


44.5











44.5   Note 16 
    Inventories  Note 1 C. (h) Inventories
    2006


2005


2004In millions of EurosRaw Materials


77.8



58.4



37.1Work in Progress


40.7



25.2



46.1Finished Goods and Merchandise


21.9



25.3



13.6Valuation Allowance


(6.0
)


(7.9
)


(9.6
)Total Inventories,
    Net


134.4



101.0



87.2   Note 17 
    Construction
    Contracts  Note 1 C. (b) Construction Contracts.
  2006


2005


2004In millions of EurosConstruction Contracts 
    Amounts Due from Clients


591.1



585.0



400.6Construction Contracts 
    Amounts Due to Clients


(44.7
)


(35.5
)


(33.1
)Advances Received


(2,093.7
)


(1,636.9
)


(915.6
)Total Construction Contracts,
    Net


(1,547.3
)


(1,087.4
)


(548.1
)Costs and Margins Recognized at
    the Percentage of Completion


10,396.6



10,275.8



6,196.6Progress Billings


(11,909.4
)


(11,331.2
)


(6,711.9
)Losses at Completion


(44.7
)


(35.5
)


(33.1
)Bid Costs


10.2



3.5



0.3Total Construction Contracts,
    Net


(1,547.3
)


(1,087.4
)


(548.1
)   Note 18 
    Trade
    Receivables  oil-related
 F-45




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
       2006


2005


2004In millions of EurosReceivables on Contracts


579.6



437.1



345.2Doubtful Accounts


16.8



19.3



24.5Allowance for Doubtful Accounts


(12.7
)


(16.4
)


(20.7
)Total Trade Receivables,
    Net


583.7



440.0



349.0     Note 19 
    Other
    Current Receivables  2006


2005


2004In millions of EurosValue Added Tax Receivable


78.1



52.0



42.2Other Tax Receivables


37.8



42.9



64.0Advances to Non-Consolidated
    Subsidiaries


3.8



13.6



10.5Receivables from Personnel


9.1



3.0



1.7Dividends to Be Received






1.2



11.0Prepaid Expenses


42.8



67.6



81.2Insurance Indemnities to Be
    Received


0.2



0.1



0.1Joint-Venture Associates
    Current Accounts


53.2



7.9



31.4Receivables in relation with Stock
    Option Exercise(1)






33.4



Others


37.4



61.9



219.2Total Other Receivables,
    Net


262.4



283.6



461.3     (1)
    
    In 2005, following the maturity of a stock option plan at mid
    December, the bank in charge of the operation has transferred
    the funds on January 10, 2006. To reflect the operation and
    adjust the share capital increase in the 2006 accounts, the
    counterpart has been booked in other current receivables.Other current receivables are non-interest bearing. F-46




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 20 
    Cash and
    Cash Equivalents  Cash and Cash Equivalents

2006


2005


2004In millions of EurosCash at Bank and in Hands


611.6



740.0



409.7Cash Equivalents


1,791.2



1,447.8



1,024.3Total Cash and Cash
    Equivalents


2,402.8



2,187.8



1,434.0Detailed Analysis of Cash and
    Cash Equivalents by CurrencyEuro


784.8



1,053.8



793.0U.S. Dollar


1,127.9



808.4



431.7Pound Sterling


113.9



77.7



87.0Japanese Yen


156.1



104.0



5.4Canadian Dollar


49.4



19.9



10.6Australian Dollar


45.5



32.3



28.6Brazilian Real


37.4



6.6



12.4Norwegian Crown


22.6



17.4



19.1Others


65.2



67.7



46.2Total Cash and Cash
    Equivalents


2,402.8



2,187.8



1,434.0   Cash Equivalents

2006


2005


2004In millions of EurosHistorical Cost


1,791.2



1,447.8



1,024.3Valuation Allowance










Marketable Securities
    Market Value at Year-end


1,791.2



1,447.8



1,024.3Detailed Analysis of Cash
    EquivalentsMutual Funds


140.1



471.2



501.8Certificates of Deposits


49.7



50.4



103.4Fixed Term Deposits


1,591.9



912.3



352.2Treasury Shares










Others


9.5



13.9



66.9Total Marketable
    Securities


1,791.2



1,447.8



1,024.3    F-47




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 21 
    Shareholders
    Equity  A.
    Parent
    Companys Common Stock Breakdown and Changes    Common Stock:

Number of SharesNominal Value of 3.05 until May 13, 2005, then
    0.7625

Outstanding


Common Stock(In millions ofEuros)Common Stock as of
    December 31, 2003


23,738,331



72.4Capital Increase due to Employee
    Subscription(1)


331,780



1.0Capital Increase due to Stock
    Option Exercised(2)


40,543



0.1Common Stock as of
    December 31, 2004


24,110,654



73.5Capital Increase due to Share
    Split four-for-one(3)


72,331,962



Capital Increase due to Stock
    Option Exercised(2)


2,465,664



1.9Cancellation of Treasury Shares


(34,108
)


Common Stock as of
    December 31, 2005


98,874,172



75.4Capital Increase due to OCEANE
    Conversion


11,592,066



8.8Capital Increase due to Stock
    Option Exercised(2)


1,220,345



0.9Capital Decrease due to
    Cancellation of Treasury Shares


(4,246,674
)


(3.2
)Cancellation of Treasury Shares


(1,322,735
)


(1.0
)Common Stock as of
    December 31, 2006


106,117,174



80.9     (1)
    
    Employee subscription: the shareholders authorized the terms of
    such capital increase at the Shareholders Meeting of
    July 11, 2003.(2)
    
    These increases result from the exercise of stock options
    granted to employees as described in Note 21 G.
    Executive Stock Option Plans.(3)
    
    On May 13, 2005, Technips ordinary shares were split
    four-for-one on the decision of the Combined Shareholders
    Meeting of April 29, 2005.  B.
    Technip
    Shareholders as of December 31  2006


2005


2004Tradewinds NWQ


6.5
%






Oppenheimer Funds Inc.


5.5
%


5.9
%


6.0
%Capital Research


4.8
%






IFP


2.9
%


3.2
%


3.2
%Artisan


3.4
%






Lehman Brothers International






4.7
%


Employees


1.7
%


2.0
%


2.4
%Treasury shares(1)


1.3
%


1.6
%


1.4
%Others


73.9
%


82.6
%


87.0
%Total


100.0
%


100.0
%


100.0
%     (1)
    
    Including 1,336,664 treasury shares as of December 31, 2006. F-48




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   C.
    Treasury
    Shares      Treasury Shares

Number of Shares


Treasury Shares(In millionsof Euros)Treasury Shares as of
    December 31, 2003


140,953



(9.7
)Increase


430,584



(44.0
)Decrease due to Stock Options
    Exercised


(231,295
)


21.3Treasury Shares as of
    December 31, 2004


340,242



(32.4
)Increase due to Share Split
    four-for-one(1)


1,020,726



Cancellation of Treasury Shares


(34,108
)


0.8Increase


949,652



(41.8
)Decrease due to Stock Options
    Exercised


(695,964
)


21.0Treasury Shares as of
    December 31, 2005


1,580,548



(52.4
)Capital Decrease through
    Cancellation of Shares


(5,569,409
)


249.5Increase


8,130,987



(370.2
)Convertible Bond Conversion


(2,805,462
)


115.0Treasury Shares as of
    December 31, 2006


1,336,664



(58.1
)     (1)
    
    On May 13, 2005, Technips ordinary shares were split
    four-for-one. F-49




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   D.
    Fair
    Value Reserves  Convertible


Hedging


StockBond


Reserve


Options


Other


TotalIn millions of EurosAs of January 1,
    2004










5.8







5.8Convertible Bonds 
    Equity Component


















Stock Options










5.8







5.8As of January 1,
    2005










11.6







11.6IAS 32/39  Net
    Gains/(Losses) on Cash Flow Hedges






(100.3
)










(100.3
)Tax Effect of Net Gains/(Losses)
    on Cash Flow Hedges






24.0











24.0Convertible Bonds 
    Equity Component


32.8















32.8Others










5.4







5.4As of December 31,
    2005


32.8



(76.3
)


17.0







(26.5
)IAS 32/39  Net
    Gains/(Losses) on Cash Flow Hedges






116.7











116.7Tax Effect of Net Gains/(Losses)
    on Cash Flow Hedges






(22.4
)










(22.4
)Convertible Bonds 
    Equity Component


(25.6
)














(25.6
)Cancellation of Shares Call
    related to OCEANE


7.4















7.4Stock Options










2.5







2.5Fair Value Changes on Available
    for Sale Investments Recognized Directly in Equity(1)














11.2



11.2Tax Effect on Fair Value Changes
    on Available for Sale Investments














(3.9
)


(3.9
)Others














2.5



2.5As of December 31,
    2006


14.6



18.0



19.5



9.8



61.9     (1)
    
    Relates to GIFI shares. They are stated at fair value, the
    variation in fair value is booked in equity until the sale of
    the shares (see Note 15  Available for Sale
    Financial Assets).  Convertible
    Bond OCEANE
  32 39 Note 23  Convertible Bonds
  Hedging
    reserve
    Stock-options
    Other
   F-50




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   E.
    Distributable
    Retained Earnings    F.
    Statutory
    Legal Reserve    G.
    Executive
    Stock Option Plans              -
    Stock option plan 9.2 was authorized by the Shareholders
    Meeting held on May 21, 1996 and implemented by the Board
    of Directors on March 24, 1997. These options are valid up
    to 10 years from the date of grant.-
    Stock option plan 9.3 was authorized by the Shareholders
    Meeting held on May 21, 1996 and implemented by the Board
    of Directors on May 18, 1998. These options are valid up to
    10 years from the date of grant.-
    Stock option plan 10 was authorized by the Shareholders
    Meeting held on June 2, 1999 and implemented by the Board
    of Directors on December 14, 1999. These options are valid
    up to 10 years from the date of grant.-
    Stock option plan 11 was authorized by the Shareholders
    Meeting held on May 30, 2000 and implemented by the Board
    of Directors on March 20, 2001. These options are valid up
    to 10 years from the date of grant.   F-51




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Plan 2002Plan 2000








Remaining Portion





Plan 2005TECHNIP PLANS

2nd Part


Part A


Part B


of Part B


Part 1


Part 2Number of Stock Options

(1)


(2)


(2)


(3)


(4)


(5)


TotalOptions granted as of
    December 31, 1999


























Options granted (purchase)


139,576























139,576Options granted (subscription)


493,028























493,028Options granted as of
    December 31, 2000


632,604























632,604Options cancelled (subscription)


(3,200
)






















(3,200
)Options granted as of
    December 31, 2001


629,404























629,404Options cancelled (subscription)


(13,950
)






















(13,950
)Options granted (subscription)






234,080



462,920















697,000Options granted as of
    December 31, 2002


615,454



234,080



462,920















1,312,454Options cancelled (subscription)


(27,200
)


(22,090
)


(4,400
)














(53,690
)Options granted (subscription)














5,200











5,200Options granted as of
    December 31, 2003


588,254



211,990



458,520



5,200











1,263,964Options exercised (subscription)










(900
)














(900
)Options cancelled (subscription)


(34,000
)


(10,380
)


(10,350
)














(54,730
)Options granted as of
    December 31, 2004


554,254



201,610



447,270



5,200











1,208,334Options granted (subscription)


















965,213







965,213Options exercised (subscription)


(234,274
)


(69,840
)


(186,070
)














(490,184
)Options exercised (purchase)


(139,576
)






















(139,576
)Options cancelled (purchase)


























Options cancelled (subscription)


(14,000
)


(10,780
)


(5,150
)














(29,930
)Options granted as of
    December 31, 2005


166,404



120,990



256,050



5,200



965,213







1,513,857Options granted (subscription)






















965,213



965,213Options exercised (subscription)


(73,283
)


(55,971
)


(109,739
)


(1,300
)










(240,292
)Options cancelled (subscription)


(900
)


(3,740
)


(4,900
)














(9,540
)Options granted as of
    December 31, 2006


92,221



61,279



141,411



3,900



965,213



965,213



2,229,238Options granted as of
    December 31, 2006 after Approval by the Board of
    Directors


368,885



245,117



565,645



15,600



965,213



965,213



3,125,673Maturity Date


Dec. 14, 2008



Dec. 9, 2008



Dec. 9, 2008



May 21, 2009



Dec. 14, 2011



Jul. 26, 2012     (1)
    
    Options exercisable after three years from 12.14.2000.(2)
    
    Options exercisable after three years from 12.09.2002.(3)
    
    Options exercisable after three years from 05.21.2003.(4)
    
    Options exercisable after four years from 12.14.2005 and when
    meeting certain targets.(5)
    
    Options exercisable after four years from 07.26.2006 and when
    meeting certain targets. F-52




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   COFLEXIP PLANSNumber of Stock Options

Plan 9.2


Plan 9.3


Plan 10


Plan 11


TotalOptions granted in


1997



1998



1999



2001Purchase options
    granted














34,415



34,415Subscription options
    granted


200,000



123,400



127,386



180,000



630,786Options as of December 31,
    2003 (cumulative figures)


38,687



97,750



91,384



178,415



406,236Options exercised (subscription)


(10,833
)


(8,050
)


(20,760
)






(39,643
)Options cancelled (subscription)






(1,900
)


(1,334
)


(1,000
)


(4,234
)Options granted as of
    December 31, 2004


27,854



87,800



69,290



177,415



362,359Options exercised (subscription)


(12,497
)


(44,705
)


(44,245
)


(24,785
)


(126,232
)Options exercised (purchase)














(34,415
)


(34,415
)Options cancelled (subscription)






(2,000
)






(16,915
)


(18,915
)Options granted as of
    December 31, 2005


15,357



41,095



25,045



101,300



182,797Options exercised (subscription)


(3,417
)


(18,220
)


(6,950
)


(36,207
)


(64,794
)Options exercised (purchase)


















Options cancelled (subscription)






(2,000
)










(2,000
)Options granted as of
    December 31, 2006


11,940



20,875



18,095



65,093



116,003Options granted as of
    December 31, 2006 after Approval of Board of
    Directors


47,760



83,500



72,380



260,372



464,012        F-53




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Plan 2002*


Plan 2005Remaining PortionTECHNIP PLANS




Part A


Part B


of Part B


Part 1


Part 2In EuroShare Price at the Grant Date






18.14



18.14



18.63



48.87



43.01Exercise Price






17.99



17.99



18.50



48.19



42.48Dividend Yield






2.6
%


2.6
%


2.7
%


2.0
%


2.0
%Turnover Rate






2.0
%


2.0
%


2.0
%


5.0
%


5.0
%Volatility






45.5
%


45.5
%


46.2
%


28.0
%


31.0
%Annual Risk Free Interest Rate


6 months



2.9
%


2.9
%


2.3
%


2.6
%


3.3
%1 year



2.9
%


2.9
%


2.2
%


2.8
%


3.5
%3 years



3.3
%


3.3
%


2.4
%


2.9
%


3.7
%5 years



3.6
%


3.6
%


3.0
%


3.1
%


3.8
%10 years



4.5
%


4.5
%


3.8
%


3.3
%


4.0
%Maturity Dates






Dec. 9, 2008



Dec. 9, 2008



May 21, 2009



Dec. 14, 2011



Jul. 26, 2012     Note 22 
    Financial
    Debts  A.
    Analysis
    by Maturity  2006


2005


2004In millions of EurosNon-CurrentConvertible Bonds OCEANE






650.1



670.9Bond Loan(1)


650.0



650.0



650.0Bank Borrowings and Credit Lines(2)


21.8



0.2



82.4Refundable Advances (Non-Current)


4.9



5.0



5.4Others










676.7



1,305.3



1,408.7Current(3)Commercial Paper


150.0



150.0



150.0Bank Overdrafts


15.9



39.2



15.8Accrued Interest Payable


19.0



24.2



24.7Refundable Advances (Current)


1.0



1.0



1.5Capital Lease(4)










185.9



214.4



192.0Total Financial Debts


862.6



1,519.7



1,600.7     (1)
    
    On May 26, 2004, Technip issued a bond loan for an initial
    amount of 650 million. The redemption date is set on
    May 26, 2011. The coupon payable on May 26 of each year
    amounts to 4.625% per year of the bond nominal value. F-54




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (2)
    
    These bank credits represent principally drawings or subsidized
    loans granted to one of the Brazilian subsidiaries in
    pre-financing exports and re-financing investments.(3)
    
    The current financial debt of 185.9 million mainly
    comprises the following:  -
    Commercial papers for 150.0 million (terms from one
    to three months);-
    Bank overdrafts and other short-term bank facilities for
    9.2 million;-
    Short-term part of subsidized loans used by the Brazilian
    subsidiary (see (2)) for 6.7 million;-
    Accrued interests on convertible bonds, bond loan and several
    bank borrowings for 18.1 million; and-
    Short-term part of refundable advances (term less than one year)
    for 1.0 million.  B.
    Comparison
    of Carrying Amount and Fair Value of Non-Current Financial
    Debts    Carryingamounts


Fair value2006


2006In millions of EurosNon-CurrentConvertible Bonds OCEANE






Bond Loan


668.1



673.4Bank Borrowings and Credit Lines


22.7



22.7Refundable Advances (Non-Current)


4.9



4.9695.7



701.0   C.
    Analysis
    by Type of Interest Rate    2006


2005


2004In millions of EurosFixed Rates


674.1



1,330.5



1,441.3Floating Rates


188.5



189.2



159.4Total Financial Debts


862.6



1,519.7



1,600.7            F-55




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   D.
    Analysis
    by Currency  2006


2005


2004In millions of EurosEuro


824.4



1,481.0



1,503.0U.S. Dollar


0.2



0.2



80.4Pound Sterling










Brazilian Real


29.2



34.7



Others


8.8



3.8



17.3Total Financial Debts


862.6



1,519.7



1,600.7   E.
    Schedule
    of Financial Debts  2012 and2005


2006


2007


2008


2009


2010


2011


beyond


TotalIn millions of EurosAs of December 31,
    2006Fixed Rates










19.2



0.6



0.4



0.3



650.4



3.2



674.1Floating Rates










166.7



20.0



0.8



0.8



0.2







188.5185.9



20.6



1.2



1.1



650.6



3.2



862.6As of December 31,
    2005Fixed Rates






25.2



650.6



0.6



0.4



0.3



650.4



3.0



1,330.5Floating Rates






189.2



























189.2214.4



650.6



0.6



0.4



0.3



650.4



3.0



1,519.7As of December 31,
    2004Fixed Rates


32.6



3.0



671.3



0.6



80.3







650.4



3.1



1,441.3Floating Rates


159.4































159.4192.0



3.0



671.3



0.6



80.3







650.4



3.1



1,600.7     F.
    Debt
    Guaranteed by Suretyship or Security with regard to Immovable
    Property  2006



2005



2004Without









Without









WithoutGuarantee


Guarantee


Total



Guarantee


Guarantee


Total



Guarantee


Guarantee


TotalIn millions of EurosCurrentCommercial Paper






150.0



150.0








150.0



150.0








150.0



150.0Bank Overdrafts, Current Facilities
    and Others






28.2



28.2








40.2



40.2








15.8



15.8Short-Term Part of Long-Term Debts


0.6



7.1



7.7








24.2



24.2




1.5



24.7



26.2Current Financial Debt


0.6



185.3



185.9








214.4



214.4




1.5



190.5



192.0Non-Current Financial
    Debt


2.5



674.2



676.7








1,305.3



1,305.3








1,408.7



1,408.7  F-56




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 23 
    Convertible
    Bonds  and/or
    -
    Issued at a price of 170 (number of bonds issued:
    4,667,647);-
    A coupon payable on January 1st of each year amounts
    to 1% per year of the bonds nominal value;-
    A redemption date was set on January 1, 2007 for bonds not
    converted into shares at such date;-
    A bond redemption price as of January 1, 2007 of
    190.07 in the event of non-conversion or non-exchange;-
    An actuarial rate of yield for the bondholder of 3.25% per
    year in the event of non-conversion or non-exchange.                  Note 24 
    Pensions
    and other Post-Employment Benefit Plans     F-57




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Germany
    -
    Two pension plans offer a pension payable from people who have
    reached the age of 65 years old  
    A differed benefit plan
    An early retirement plan (OAPT)  -
    A jubilee plan provides a lump-sum payment from one to three
    months of salary when employees have reached 25, 40 and
    45 years of service.  Brazil
    United
    Arab Emirates
    France
    -
    A pension plan which offers a capital payment based on the years
    of service and salary at retirement date.-
    A post-retirement medical benefit.-
    A jubilee plan which provides a lump-sum payment after 20, 30,
    35 and 40 years of service (minimum of years spent in
    Technip required).-
    An additional defined contribution pension plan has been set up
    from January 1, 2005 dedicated to a precise and same level
    class of top managers. A 6% contribution on gross salary for
    these people is paid by the Company. This contribution respects
    the limits required by the Law.  Italy
    -
    A pension plan which offers a capital payment based on the years
    of service and amount of pay.-
    An early retirement plan which provides a capital payment. This
    plan has been closed at December 31, 2005.  Norway
    Netherlands
    United
    Kingdom
   F-58




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    A.
    Net
    Benefit Expense Recognized in the Income Statement  Pension andOther Post-Employment Benefit Plans2006


2005


2004In millions of EurosCurrent Service Cost


12.2



8.6



8.1Financial Cost of Benefit
    Obligation


7.7



7.7



8.1Expected Return on Plan Assets


(3.8
)


(3.8
)


(3.5
)Net Actuarial (Gain)/Loss
    Recognized


(0.5
)


1.5



0.3Past Service Cost


(0.2
)


(0.2
)


(0.1
)Special Events (Curtailment)


(3.8
)


(2.2
)


Net Benefit Expense as Recorded
    in the Income Statement


11.6



11.6



12.9     B.
    Benefit
    Asset/Liability Recognized in the Balance Sheet  Pension andOther Post-Employment Benefit Plans2006


2005


2004In millions of EurosDefined Benefit Obligation


(191.2
)


(194.6
)


(177.3
)Fair Value of Plan Assets


81.8



77.4



68.8(109.4
)


(117.2
)


(108.5
)Unrecognized Actuarial
    (Gains)/Losses


(4.0
)


5.5



(0.6
)Unrecognized Past Service Costs


(2.4
)


(2.5
)


(2.8
)Asset/(Liability) as recorded
    in the Balance Sheet


(115.8
)


(114.2
)


(111.9
)       Pension andOther Post-Employment Benefit Plans2006


2005


2004In millions of EurosNet Opening Benefit
    Asset/(Liability)


(114.2
)


(111.9
)


(109.5
)Exchange Differences on Foreign
    Plans


(0.1
)


(0.2
)


0.1Expenses Charged in the Income
    Statement


(11.6
)


(11.6
)


(12.9
)Contributions Paid


10.1



9.3



10.4Dispositions of
    Subsidiaries/Changes in Scope of Consolidation






0.2



Net Closing Benefit
    Asset/(Liability)


(115.8
)


(114.2
)


(111.9
)  F-59




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2006


2005


2004In millions of EurosDefined Benefit Obligation as of
    January 1,


194.6



177.3



171.1Current Service Cost


12.2



8.6



8.1Contributions by Employee


0.3



0.3



0.2Financial Cost on Benefit
    Obligation


7.7



7.7



8.1Benefits Paid


(7.7
)


(9.0
)


(10.6
)Actuarial Gains/(Losses)


(12.3
)


11.3



0.4Curtailment


(3.8
)


(2.7
)


0.0Exchange Difference


0.2



1.1



0.0Defined Benefit Obligation as
    of December 31,


191.2



194.6



177.3     Pension Plans2006


2005


2004In millions of EurosOpening Fair Value of Plan Assets


77.4



68.8



59.3Expected Return


3.8



3.8



3.5Contributions by Employer


4.4



3.1



7.8Contributions by Employee


0.3



0.3



Benefits Paid


(2.0
)


(2.8
)


(5.9
)Actuarial Gains/(Losses)


(2.3
)


3.6



1.9Acquisitions and Dispositions of
    Subsidiaries/Changes in Scope of Consolidation










2.2Exchange Differences on Foreign
    Plans


0.2



0.6



Closing Fair Value of Plan
    Assets


81.8



77.4



68.8       In %

Bonds


Shares


Real Estate


Cash


TotalNorway


63
%


17
%


16
%


4
%


100
%Netherlands


75
%


25
%










100
%Great Britain


9
%


80
%


3
%


8
%


100
%       In %

Bonds


Shares


Real Estate


CashNorway


4.50
%


7.28
%


7.28
%


4.50
%Netherlands


4.50
%


6.98
%


6.98
%


4.50
%Great Britain


5.00
%


7.20
%


7.20
%


5.00
%    F-60




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  C.
    Actuarial
    Assumptions    2006


2005


2004Euroland

Others


Euroland

Others


Euroland


OthersDiscount Rate

4.5%

4.5% to 10.0%


4.0%

4.5% to 10%



4.5
%

5.0% to 10.0%Expected Return on Plan Assets

4.5% to 5.1%

5.4% to 6.8%


4.0% to 4.45%

5.0% to 7.0%



5.1
%

5.1%Future Salary Increase (above
    Inflation Rate)

1.0% to 1.5%

1.0% to 1.25%


1.0% to 1.5%

1.0% to 1.25%



1.5
%

1.5% to 3.25%Healthcare Cost Increase

3.0%

N/A


3.0%

N/A



3.0
%

N/AInflation Rate

2.0%

2.0% to 4.0%


2.0%

2.7% to 5.0%



2.0
%

2.75% to 4.0%     Note 25 
    Provisions  Note 1 C. (l) Provisions
    As of








Unused


Foreign





As ofJanuary 1,





Used


Provision


Exchange





December 31,2006


Increase


Provisions


Reversals


Adjustments


Others (**)


2006In millions of EurosNon-CurrentEmployee Benefits(*)


102.0



24.2



(8.4
)


(8.7
)


(0.3
)


0.2



109.0Tax


0.7







(0.7
)














Litigation


3.0























3.0Reinsurance(1)






1.4















8.3



9.7Other Provisions (Non-Current)


0.6



1.3



(1.1
)


(0.1
)






1.7



2.4106.3



26.9



(10.2
)


(8.8
)


(0.3
)


10.2



124.1CurrentEmployee Benefits(*)


10.7



1.1



(3.3
)


(1.7
)










6.8Contingencies related to Contracts


75.6



14.5



(18.3
)


(10.1
)


(3.0
)


(24.6
)


34.1Restructuring


3.4



0.1



(1.9
)


(0.2
)


(0.3
)






1.1Tax


9.2



0.7



(2.5
)


(0.1
)


(0.2
)


(0.2
)


6.9Litigation


2.5



3.5



(1.8
)


(0.1
)










4.1Reinsurance(1)


9.5



2.9











(0.2
)


(8.3
)


3.9Other Provisions (Current)


22.5



6.8



(9.3
)


(1.8
)


(1.0
)


(0.3
)


16.9133.4



29.6



(37.1
)


(14.0
)


(4.7
)


(33.4
)


73.8Total Provisions


239.7



56.5



(47.3
)


(22.8
)


(5.0
)


(23.2
)


197.9     (*)
    
    See Note 24  Pensions and other
    Post-Employment Benefit Plans.  (**)
    
    Mainly including reclassifications of current / non-current
    items from January 1, 2006 to December 31, 2006.  (1)
    
    Reinsurance provisions have been recorded at the
    level of the Groups insurance captive (Engineering RE AG)
    as per IFRS 4. F-61




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     As ofDecember 31,




















2012 and2006


2007


2008


2009


2010


2011


2012


beyondIn millions of EurosNon-CurrentEmployee Benefits


109.0



3.5



4.5



5.5



5.5



6.0



8.1



75.9Tax






























Litigation


3.0















3.0











Reinsurance


9.7



























9.7Other Provisions (Non-Current)


2.4



0.6



1.1



0.4



0.3











124.1



4.1



5.6



5.9



8.8



6.0



8.1



85.6CurrentEmployee Benefits


6.8



6.8























Contingencies related to Contracts


34.1



22.1



4.3



0.6



0.1







7.0



Restructuring


1.1



0.5



0.6



















Tax


6.9



6.7







0.2















Litigation


4.1



4.1























Reinsurance


3.9



3.9























Other Provisions (Current)


16.9



8.8



6.6



0.6







0.4







0.573.8



52.9



11.5



1.4



0.1



0.4



7.0



0.5Total Provisions


197.9



57.0



17.1



7.3



8.9



6.4



15.1



86.1     Note 26 
    Trade
    Payables    2006


2005


2004In millions of EurosTrade Payables


1,658.3



978.1



852.5Total Trade Payables


1,658.3



978.1



852.5    F-62




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 27 
    Other
    Current Payables  2006


2005


2004In millions of EurosPayroll Costs


137.4



129.1



109.6Social Security Charges


36.0



29.5



29.4Other Tax Payables


22.7



26.9



51.5Deferred Income


14.9



70.8



31.6Ongoing Project Accruals(1)


121.1



227.1



194.2Rent to Be Paid(2)


19.6



22.9



22.0Dividends to Be Paid






2.2



1.1Current Accounts on Ongoing
    Contracts


55.1



59.8



22.9Subsidies


6.2



6.4



13.6Others


69.0



123.8



280.2Total Other Current
    Payables


482.0



698.5



756.1Payable on Fixed
    Assets


18.9



8.6



15.6Total Other Non-Current
    Payables


18.9



8.6



15.6Total Other Payables


500.9



707.1



771.7     (1)
    
    See Note 1 C.(b) Accounting
    principles-construction contracts: when the contract is
    completed, accrued liabilities may be recorded to cover pending
    expenses until the signature of the completion certificate by
    the client.(2)
    
    Technip has entered into a
    12-year
    lease for its head office at La Défense (Paris,
    France) effective March 1, 2003. Under the terms of the
    lease, Technip was entitled to take advantage of the first year
    of occupancy at no charge. In accordance with IAS 17, an annual
    rental expense for the entire
    12-year
    lease duration has been determined on the basis of a total lease
    value. This has led the Group to record a rental charge
    corresponding to the first year of occupancy versus a debt in
    its opening balance sheet as of January 1, 2004.      Note 28 
    Derivatives  Note 1 C. (c) Foreign Currency Transactions and Financial
    Instruments
  2006


2005Assets


Liabilities


Assets


LiabilitiesIn millions of EurosDerivativesForward Foreign Exchange Contracts
    at Fair Value


14.5



5.3



3.5



77.1Swap Points at Fair Value


15.0Net Value


24.2











73.6   Note 33 B. Currency Risk
   F-63




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 29 
    Payroll
    and Payroll Staff      Note 30 
    Related
    Party Disclosure  A.
    Transactions
    with Related Parties  2006


2005


2004Entities with Significant
    Influence over the Group% of Technip Ordinary SharesTradewinds NWQ


6.5
%






Oppenheimer Funds Inc.


5.5
%


5.9
%


6.0
%Capital Research


4.8
%






Artisan


3.4
%






Institut Français du
    Pétrole


2.9
%


3.2
%


3.2
%   Institut Français du
    Pétrole
  B.
    Salary
    and Benefits of the Chief Executive Officer            2006


2005


2004Basic

Variable

Total


Basic

Variable

Total


Basic

Variable

Total645,000


479,590



1,124,590




609,000



464,000



1,073,000




580,000



379,420



959,420  F-64




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  C.
    Salary
    and Benefits of the Main Group Managers        Note 31 
    Joint
    Ventures    2006


2005


2004In millions of EurosAssetsNon-Current Assets


6.4



2.1



0.7Current Assets


1,798.7



1,080.2



336.71,805.1



1,082.3



337.4LiabilitiesNon-Current Liabilities


3.3



3.2



8.5Current Liabilities


1,679.7



1,058.3



357.31,683.0



1,061.5



365.8Net Assets


122.1



20.8



(28.4
)Income


1,671.2



666.2



628.3Expenses


1,556.4



(640.1
)


(624.5
)Net Income after Tax


114.8



26.1



3.8   2006


2005In millions of EurosNet cash flows from:Operating Activities


585.3



556.0Investing Activities


(2.9
)


(0.8
)Financing Activities


(0.7
)


(0.1
)Total


581.7



555.1       Note 32 
    Off-Balance
    Sheet Commitments and Contingencies  Note 22  Financial Debts
  F-65




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Total as ofDecember 31,


Scheduled Payments Sorted out per Period2006


Less than 1 year


1 to 5 years


More than 5 yearsIn millions of EurosContractual
    CommitmentsOperating leases


371.0



63.4



177.8



129.8Foreign Exchange Rate Financial
    Instruments


1,771.2



1,576.3



194.9



2,142.2



1,639.7



372.7



129.8   Total as ofDecember 31,


Amounts of Commitments per Period2006


Less than 1 year


1 to 5 years


More than 5 yearsIn millions of EurosOther
    CommitmentsParent Company Guarantees


25,766.7



5,844.3



19,041.2



881.2Other Commitments Given


2,904.4



1,131.7



1,757.8



14.9Total Commitments
    Given


28,671.1



6,976.0



20,799.0



896.1Total Commitments
    Received


945.8



457.4



467.2



21.2   A.
    Capital
    Leases and Operating Leases        Operating LeasesIn millions of EurosAs of
    December 31,2007


63.42008


56.72009


47.82010


38.02011


35.32012 and beyond


129.8Total Current Net Value of
    Capital and Operating Leases


371.0      F-66




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  B.
    Bank and
    Commercial Guarantees    2006


2005


2004In millions of EurosParent Company Guarantees


25,766.7



23,234.9



13,789.9Other Commitments Given


2,904.4



2,817.0



1,418.6Total Commitments
    Given


28,671.1



26,051.9



15,208.5Total Commitments
    Received


945.8



675.1



539.4         Allocation as per % of Technips Ownership in Joint
    VenturesGreater than

Greater than

Greater thanLess or equal

25% and less or

40% and less or

75% and lessTOTAL

to 25%

equal to 40%

equal to 75%

than 100%In millions of Euros16,171.3


2,490.3



12,236.8



1,444.2



       C.
    Contingencies:
    Exceptional Events and Litigation    Note 25  Provisions
    ITP
    Litigation
   F-67




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Tribunal de Commerce de Paris
      Pending
    Investigation
            D.
    Contingent
    liabilities  (Conseil National de la Comptabilité) Droit individuel à la formation
 F-68




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
              Note 33 
    Market
    Related Exposure and Financial Instruments  A.
    Liquidity
    Risk  A
  B
    C Note 22 
    Financial Debts
  D
             F-69




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    E
  B.
    Currency
    Risk  As indicated in Note 1
    C. (c) Foreign Currency Transactions and
    Financial Instruments
    2006


2005


2004Maturity2008and beyond


2007


Fair Value


Nominal Value


Nominal Value


Nominal ValueIn millions of EurosHedging InstrumentsBuy Foreign Currency, Sell
    National Currency (Forwards and Swaps)


55.4



177.9



3.8



233.3



139.4



233.9Sell Foreign Currency, Buy
    National Currency (Forwards, Swaps and Options)


113.8



1,031.5



5.9



1,145.3



1,553.0



710.2Buy/Sell Foreign Currencies


25.7



366.9



(0.5
)


392.6



661.4



343.0194.9



1,576.3



9.2



1,771.2



2,353.8



1,287.1  F-70




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  C.
    Interest
    Rate Risk    Call Money Ratewithin 1 year andFloating Rate


1 to 5 years


Over 5 years


TotalIn millions of EurosFixed RateConvertible Bonds (including
    Accrued Interest Payable)














Bond Loan (including Accrued
    Interest Payable)


18.1



650.0







668.1Bank Borrowings and Credit Lines
    (including Accrued Interest Payable)


0.1











0.1Refundable Advances


1.0



1.7



3.2



5.919.2



651.7



3.2



674.1Floating RateCash and Cash Equivalents


(2,402.8
)










(2,402.8
)Bank Credits


150.0











150.0Commercial Papers


7.5



21.8







29.3Bank Overdrafts


9.2











9.2(2,236.1
)


21.8







(2,214.3
)Total


(2,216.9
)


673.5



3.2



(1,540.2
)   Analysis
    of the sensitivity of the situation to the change in interest
    rates :
          Method of
    monitoring the interest rate
    risk :
       F-71




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    D.
    Credit
    Risk      E.
    Capital
    Market Risk    Sensitivity
    to variations of Technip stock price
  Technip owns 1,336,664 treasury shares.
  Note 34 
    Subsequent
    Events  Share
    buy-backs
    Assets
    Held For Sale
    Note 35 
    Main
    Consolidated Companies and Equity Associates      December 31, 2006Fully Consolidated Companies

Country

% ControlTechnip

France


100
%Technip France

France


100
%Technip Eurocash

France


100
%Technip Italy

Italy


100
%TPL -Tecnologie Progetti Lavori SpA

Italy


100
%TPG U.K. Limited

United Kingdom


100
%Technip TPS

France


100
% F-72




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  December 31, 2006Fully Consolidated Companies

Country

% ControlTechnip Iberia

Spain


100
%Technip Overseas

Panama


100
%Technip Benelux NV

Belgium


100
%Technip Capital

Belgium


100
%Abay Engineering

Belgium


100
%Technip Far East

Malaysia


100
%Technip International AG

Switzerland


100
%TTIL SNC (MIDOR)

France


100
%Technip KT India

India


100
%Technip Upstream Management
    Inc./Technip Upstream Houston Inc.

U.S.A.


100
%Technip USA, Inc.

U.S.A.


100
%Technip Benelux BV

Netherlands


100
%Technip Holding Benelux BV

Netherlands


100
%Technip Germany

Germany


100
%Technip Seiffert

Germany


100
%Technip Singapore

Singapore


100
%Technip Middle East

United Arab Emirates


100
%Technip Brasil

Brazil


100
%Citex

France


100
%Eurobatch

France


100
%SNPE Ingénierie Défense

France


100
%Seal Engineering

France


100
%Cofri

France


100
%Clecel

France


100
%Technipnet SA

France


100
%Technipnet BV

Netherlands


100
%Technip Nouvelle-Calédonie

France


100
%Engineering Re

Switzerland


100
%Technip Bolivar

Venezuela


100
%Technip Oil & Gas BV

Netherlands


100
%Technip Engineering Consultant
    (Shanghai)

China


100
%Technipetrol Hellas SA

Greece


99
%PT Technip Indonesia

Indonesia


90
%Technip Biopharm

U.S.A.


85
%Technip CIS

Russia


70
%Technip Tianchen

China


60
%TPG(M)

Malaysia


44.10
%Technip Angola

Angola


60
%Technip Saudi Arabia

Saudi Arabia


40
%Technip Offshore International

France


100
%Flexi France

France


100
% F-73




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  December 31, 2006Fully Consolidated Companies

Country

% ControlMiddle East Projects International
    (Technip MEPI)

France


100
%Technip Marine

France


100
%Angoflex

France


100
%Coflexip Developpement

France


100
%Technip Offshore NV

Netherlands


100
%Technip Offshore Contracting BV

Netherlands


100
%Technip Offshore Holdings Limited

United Kingdom


100
%Technip U.K. Limited

United Kingdom


100
%Technip Ships One Ltd.

United Kingdom


100
%Technip Ships Three Ltd.

United Kingdom


100
%Technip-Coflexip U.K. Holdings
    Ltd.

United Kingdom


100
%Coflexip U.K., Ltd.

United Kingdom


100
%Perry Slingsby Systems Ltd.

United Kingdom


100
%DUCO Ltd.

United Kingdom


100
%Genesis Oil and Gas Consultants
    Ltd.

United Kingdom


100
%Spoolbase UK Ltd.

United Kingdom


100
%Technip Norge AS

Norway


100
%Technip-Coflexip Norge AS

Norway


100
%Coflexip Stena Offshore AS

Norway


100
%Technip USA Holdings Inc.

U.S.A.


100
%R.J. Brown Deepwater Inc.

U.S.A.


100
%DUCO Inc.

U.S.A.


100
%Coflexip Maritime Inc.

U.S.A.


100
%Technip Offshore Moorings
    Inc.

U.S.A.


100
%Genesis Oil and Gas Consultants
    Inc.

U.S.A.


100
%Perry Slingsby Systems Inc.

U.S.A.


100
%Aransas Partners

U.S.A.


100
%Technip Canada Limited

Canada


100
%Stena Offshore Jersey Ltd.

Jersey, Channel Islands


100
%Coflexip Stena Offshore Mauritius
    Ltd.

Mauritius


100
%Technip Offshore Nigeria Ltd.

Nigeria


100
%Angoflex Limitada

Angola


70
%Technip Maritime Overseas
    Ltd.

Bahamas


100
%Flexservice NV

The Netherlands Antilles


100
%Sunflex Offshore NV

The Netherlands Antilles


100
%Brasflex Overseas Inc.

British Virgin Islands


100
%TPVI Ltd.

Virgin Islands, U.S.A.


100
%Sea Oil Marine Services Inc.

Cayman Islands, British West-Indies


100
%Flexibras Tubos Flexiveis Ltda

Brazil


100
%Technip Oceania Pty Ltd.

Australia


100
%Technip CSO Australia Pty
    Ltd.

Australia


100
% F-74




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  December 31, 2006Fully Consolidated Companies

Country

% ControlTechnip CSO Oceania Pty Ltd.

Australia


100
%Technip CSO Oil and Gas Pty
    Ltd.

Australia


100
%Genesis Oil and Gas Consultants
    Pty Ltd.

Australia


100
%South East Asia Marine
    Engineering & Construction Ltd.

India


78.20
%Technip Offshore Finland OY

Finland


100
%TOF Engineering OY

Finland


100
%Coflexip Singapore Pte Ltd.

Singapore


100
%Technip Polska

Poland


100
%   December 31, 2006Consolidated Companies Under Proportional Method

Country

% ControlTSS Dalia SNC

France


55
%Technip South Africa (Pty)
    Ltd.

South Africa


51
%Bechtel Technip Goro LLC

U.S.A.


50
%CTME FZCO

United Arab Emirates


50
%SPF-TKP Omifpro SNC/SP-TKP
    Fertilizer

France/Italy


50
%ProTek Germany GmbH

Germany


50
%Technip India

India


50
%UCI FZC

United Arab Emirates


50
%Dalia Floater Angola

France


55
%Tipiel

Colombia


44.10
%Technip Zachry Saipem LNG LP

U.S.A.


43
%Consorcio Contrina SNC

France/Venezuela


34.40
%Saibos Akogep SNC

France


30
%TSKJ/TSKJ II/LNG (Madecos)

Portugal


25
%FSTP Pte Ltd.

Singapore


25
%FSTP Brasil Ltda

Brazil


25
%Yemgas FZCO

United Arab Emirates


33.33
%Yemen Coordination Services

France


33.33
%CTEP FZCO

United Arab Emirates


40
%Deep Oil Technology Inc

U.S.A.


50
%Spars International Inc

U.S.A.


50
%Technip Subsea 7 Asia Pacific BV

Netherlands


55
%Technip Subsea 7 Asia Pacific Pte
    Ltd.

Singapore


55
%Technip Subsea 7 Asia Pacific Pty
    Ltd.

Australia


55
%Technip Subsea 7 Asia Pacific UK
    Ltd.

United Kingdom


55
%   December 31, 2006Consolidated Companies Under Equity Method

Country

% ControlTechnip KTI SpA

Italy


25
%  F-75




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 36 
    Summary
    of Differences between Accounting Principles Followed by Technip
    and U.S. GAAP  Note 1
  Note 37
      A.
    Contract
    Bid Costs  Note 17
    B.
    Foreign
    Currency Translation / Derivative Instruments      C.
    OCEANE
    Convertible Bonds       F-76




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      D.
    Pension
    Obligations  Actuarial
    gains and losses
        Minimum
    pension liabilities
        Prior
    service cost
        E.
    Stock-Based
    Compensation     F-77




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 37 E
    F.
    Employee
    Stock Purchase Plan      G.
    Coflexip
    Gain on Disposition of Cal Dive Securities  20-year
      H.
    Goodwill
    Amortization       F-78




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    As of December 31,2006


2005


2004OFFSHORE SURF


1,931.1



1,948.1



1,948.1OFFSHORE FACILITIES


304.6



304.6



322.9KTI/MDEU


115.6



115.6



115.6OTHERS


8.6



8.6



8.3TOTAL


2,359.9



2,376.9



2,394.9   I.
    Acquisition
    of Minority Interests of Coflexip in 2003        J.
    Dry-Docking        
    The FASB recently added a project on its agenda to eliminate the
    Accrue-in-Advance
    method of accounting regarding planned major maintenance.
    The Built-in Overhaul method for major overhaul
    expenses is prevailing in the industry in which Technip operates.      K.
    Territoriality
    Contingencies   F-79




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        L.
    Capitalization
    of Interests        M.
    Presentation
    of Consolidated Financial Statements    Balance Sheet
  
    Deferred Tax Assets and Liabilities          2006


2005In millions of EurosDeferred tax assets and liabilitiesCurrent


73.1



77.1Non Current


109.1



103.9Deferred tax assets


182.2



181.0Current


63.1



31.8Non Current


150.2



160.9Deferred tax liabilities


213.3



192.7  F-80




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      2006


2005In millions of EurosDeferred tax assetsGross Amount


250.7



254.1Depreciation


(68.5
)


(73.1
)Amount under IFRS


182.2



181.0   
    Foreign Currency Translation Reserves      
    Intangible Assets    In millionsof Euros2007


9.52008


10.62009


11.42010


11.32011


9.3Estimated Aggregate
    Amortization Expense for the five succeeding years


52.1   Income Statement
  
    Revenue and Gross Margin Recognition  Revenues
  SOP 81-1 states
 F-81




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Gross Margin
    (SOP 81-1, contract-by-contract
    
    Financial Result from Ongoing Contracts      Consolidation of Variable Interest Entities
        
    In 2003, the Group formed a joint venture in which we held a 45%
    equity interest and accounted for the investment using the
    proportional method. In 2004, Technip acquired an additional 10%
    of the joint venture which is considered as a variable interest
    entity under FIN 46, and we have determined that we are the
    primary beneficiaries of the entity. It was consolidated under
    U.S. GAAP at 100% which resulted in an increase in our
    revenues of 88.5 million in 2004,
    45.2 million in 2005 and 45.0 million in
    2006.
    In 2003, the Group formed two joint ventures in which we held
    respectively 65% and 50% equity interest and accounted for the
    investment using the proportional method. These joint ventures
    are considered variable interest entities under FIN 46, and
    we have determined that we are the primary beneficiaries of
    these entities. They are consolidated under U.S. GAAP at
    100% which resulted in an increase in our revenues of
    38.2 million in 2004, 64.9 million in 2005
    and 13.7 million in 2006.  Note 37 
    Reconciliation
    to U.S. GAAP   F-82




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  A.
    Net
    Income  Years ended December 31,2006


2005


2004In millions of EurosNet Income as reported in the
    Consolidated Income Statements


200.1



93.3



111.8Contract Bid Costs


(0.6
)


(15.7
)


17.4Foreign Currency
    Transactions/Derivative Instruments


19.4



(14.1
)


5.0OCEANE Convertible bonds


8.1



16.6



Pension Obligations


(2.5
)


(3.4
)


(2.2
)Stock Based Compensation






5.3



5.7Employee Stock Purchase Plan










(9.2
)Dry-Docking






16.3



(4.1
)Territoriality Contingencies










(35.4
)Other


(3.5
)


(0.7
)


5.9Total U.S.
    GAAP Adjustments before Tax


221.0



97.6



94.9Tax Effects of the above
    Adjustments


3.2



(3.9
)


(11.6
)Net Income in accordance with
    U.S. GAAP


224.2



93.7



83.3   B.
    Shareholders
    Equity  As of December 31,2006


2005


2004In millions of EurosShareholders Equity as
    reported in the Consolidated Balance Sheets


2,401.3



1,953.7



1,851.6Contract Bid Costs


(15.7
)


(15.1
)


0.6Foreign Currency
    Transactions/Derivative Instruments










(24.7
)OCEANE Convertible bonds






(16.2
)


Pension Obligations


10.1



35.7



39.1Minimum Liability Adjustments






(5.1
)


(7.2
)Stock-Based Compensation


0.2



0.2



0.2Coflexip Gain on Disposition of
    Cal Dive Securities


(26.6
)


(26.6
)


(26.6
)Goodwill Amortization


249.2



252.0



252.0Acquisition of Minority Interests
    of Coflexip in 2003


(25.0
)


(25.0
)


(25.0
)Dry-Docking










(16.3
)Other


1.1



1.8



1.5Total U.S.
    GAAP Adjustments before Tax


2,594.6



2,155.4



2,045.2Tax Effects of the above
    Adjustments


(7.2
)


(8.1
)


7.6Shareholders Equity in
    accordance with U.S. GAAP


2,587.4



2,147.3



2,052.8  F-83




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  C.
    Revenues  Years ended December 31,2006


2005


2004In millions of EurosRevenues in accordance with
    IFRS


6,926.5



5,376.1



5,140.9Contract Bid Costs


(0.6
)


(15.7
)


8.7Foreign Currency Transactions










(77.1
)Financial Result from Ongoing
    Contracts


(78.7
)


(31.4
)


(9.9
)Consolidation of Variable Interest
    Entities


58.7



110.1



126.7Discontinued Operations


(72.3
)


(69.6
)


(135.6
)Revenues in accordance with
    U.S. GAAP


6,833.6



5369.5



5,053.7   D.
    Operating
    Income  Years ended December 31,2006


2005


2004In millions of EurosOperating Income in accordance
    with IFRS


360.1



231.0



233.6Contract Bid Costs


(0.6
)


(15.7
)


17.4Pension Obligations


(2.5
)


(3.4
)


(2.2
)Employee Subscription to Capital










(9.2
)Stock Based Compensation






5.3



5.7Consolidation of Variable Interest
    Entities


4.9



(3.2
)


(0.2
)Employee Benefits 
    Financial Result


(3.6
)


(5.4
)


(4.9
)Dry-Docking






16.3



Discontinued Operations


(45.2
)


6.2



3.5Other


(0.7
)


(0.7
)


5.0Operating Income in accordance
    with U.S. GAAP


312.4



230.4



248.7   Note 38 
    Additional
    information  A.
    Comprehensive
    Income     F-84




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Years ended December 31,2006


2005


2004In millions of EurosNet Income under IFRS


200.1



93.3



111.8Other Comprehensive Income, Net
    of Tax:Fair Value Adjustment on available
    for sale financial assets


7.3Foreign Currency Transactions /
    Derivative Instruments


94.3



(117.5
)


Cumulative translation adjustment


(24.3
)


38.8



(34.3
)Other Comprehensive Income


77.3



(78.7
)


(34.3
)Comprehensive Income under
    IFRS


273.4



14.6



77.5Statement of Accumulated Other
    Comprehensive IncomeAccumulated Other Comprehensive
    Income beginning of year


(71.8
)


(34.3
)


Fair Value Adjustment on available
    for sale financial assets


7.3Foreign currency transactions /
    Derivative instruments


94.3



(76.3
)


Cumulative translation adjustment


(24.2
)


38.8



(34.3
)Accumulated Other Comprehensive
    Income end of year


5.6



(71.8
)


(34.3
)   B.
    Earnings
    per Share    Years ended December 31,2006


2005


2004In millions of EurosU.S. GAAPIncome from Continuing Operations


196.0



94.2



85.9Discontinued Operations


28.2



(11.1
)


(2.6
)Cumulative Effect of Change in
    Accounting Principles






10.6



224.2



93.7



83.3In EurosBasic Earnings per Share(1):Income from Continuing Operations


1.86



0.98



0.91Discontinued Operations


0.27



(0.12
)


(0.03
)Cumulative Effect of Change in
    Accounting Principles






0.11



Net income


2.13



0.98



0.88In EurosDiluted Earnings per Share(1):Income from Continuing Operations


1.84



0.97



0.90Discontinued Operations


0.27



(0.11
)


(0.03
)Cumulative Effect of Change in
    Accounting Principles






0.11



Net income


2.11



0.96



0.87  F-85




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 31,2006


2005


2004In thousandsWeighted Average Basic Number of
    Shares under U.S. GAAP


105,471



95,687



94,620OCEANE Bonds(2)










Stock Options


811



1,530



1,336Diluted Shares under U.S. GAAP


106,282



97,217



95,956     (1)
    
    On May 13, 2005, the Company decided a one-for-four stock
    split. All share and per share data under U.S. GAAP on the
    Form 20-F
    for periods prior to and including that date have been
    retroactively adjusted to reflect this stock split.(2)
    
    The effect of the OCEANE bonds is anti-dilutive. As a result,
    they have not been included in the diluted EPS calculation. If
    the OCEANE bonds were dilutive, the denominator would have
    increased by 14,405,644 and 14,876,444 (after adjustment
    following share-split) at December 31, 2005 and 2004,
    respectively.  C.
    Stock
    Based Compensation  Stock Option Plans:
            Note 21
    G  Stock options
 F-86




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2006


2005


2004Weighted





Weighted





Weightedaverage





average





averageShares


price


Shares


price


Shares


priceOutstanding at the Beginning of
    the Year


3,159,789



31.0



1,208,334



104.7



1,521,884



103.6Outstanding after
    share-split










4,833,336



26.2Options Granted


965,213



42.5



965,213



48.2







0.0Options Exercised


(961,169
)


23.4



(2,519,040
)


28.6



(232,195
)


96.1Options Forfeited


(38,160
)


19.7



(119,720
)


26.3



(81,355
)


109.8Outstanding at the End of the
    Year


3,125,673



37.0



3,159,789



31.0



1,208,334



104.7Exercisable at the End of the
    Year


1,195,247



23.5



2,173,776



31.0



554,254



104.7     Options OutstandingNumber of


Weightedoutstanding


average


Numberoptions at


remaining


exercisable atExercise


December 31,


contractual


December 31,prices


2006


life


2006In Euros





In yearsPlan 1999/2001 Second Layer


35.81



368,885



2.0



368,885Plan 2002


17.98



810,762



1.9



810,762Plan 2003


18.50



15,600



2.4



15,600Plan 2005 Part 1


48.18



965,213



5.0



Plan 2005 Part 2


42.48



965,213



5.5



Total






3,125,673



4.0



1,195,247         
    Expected volatility: approximately 30%.
    Expected dividends per share: 2%.
    Risk free rate: 3.69%.    Coflexip Stock Options:
   F-87




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Employee Stock Purchase Plans:
      2006


2005


2004Number of Shares










331,780.0Proceeds on sales (in millions of
    Euros)










24.4Average cost of treasury sales










73.6       Year ended December 31,2006


2005


2004In millions of EurosNet Income under U.S. GAAP


224.2



93.7



83.3As reportedInclude: Total Stock-Based
    Employee Compensation Expense Determined under APB25 for all
    Awards Net of Related Tax Effects






0.1



9.3Deduct: Total Stock-Based Employee
    Compensation Expense Determined under Fair Value Based Method
    for all Awards, Net of Related Tax Effects






(5.5
)


(15.9
)Pro Forma


224.2



88.3



76.7Basic Earning per Share(*)


2.13



0.98



0.88Diluted Earning per Share(*)


2.11



0.96



0.87Pro Forma Basic Earnings per
    Share(*)


2.13



0.92



0.81Pro Forma Diluted Earnings per
    Share(*)


2.11



0.91



0.80     (*)
    
    On May 13, 2005, the Company decided a one-for-four share
    split. All share and per share data under U.S. GAAP have been
    retroactively adjusted to reflect this share split.  Note 21
   F-88




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  D.
    Pension
    Plan and other Cost Retirement Benefits other than Pension
    Plans          Pension Benefits


Other Benefits2006


2005


2004


2006


2005


2004Discount Rate


4.6
%


4.1
%


4.6
%


4.5
%


4.0
%


4.5
%Rate of Compensation Increase


3.3
%


3.3
%


3.3
%


N/A



N/A



N/AExpected Return on Plan Assets


5.5
%


4.9
%


5.1
%


N/A



N/A



N/A     2006


2005


2004Projected Benefit Obligation


99.7



111.2



103.4Accumulated Benefit Obligation


82.2



97.5



86.3Fair Value of Plan Assets with ABO
    in Excess of Plan Assets


2.2







16.0     Pension Benefits


Other Benefits2006


2005


2004


2006


2005


2004In millions of EurosAnnual Cost under U.S.
    GAAP:Service Cost


9.5



7.9



7.3











Expected Interest Cost


7.7



7.4



7.9



0.1



0.1



0.1Expected Return on Plan Assets


(3.8
)


(3.8
)


(3.5
)










Amortization of Actuarial Gain and
    Loss and Prior Service Costs


0.7



1.4



1.7











Effects of Settlements/Curtailments






















Net Periodic Benefit
    Cost


14.1



12.9



13.4



0.1



0.1



0.1  F-89




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Pension Benefits


Other Benefits2006


2005


2004


2006


2005


2004Change in Benefit
    Obligation:Benefit Obligation at Beginning
    of Year


188.2



169.9



184.2



1.1



1.1



0.8Service Cost


9.5



7.9



7.3











Interest Cost


7.6



7.4



7.9











0.1Plan Participants Contributions


0.3



0.3















Amendments


0.1







(2.9
)










Acquisitions/Dispositions






(0.6
)


(20.9
)










Curtailments/Settlements


(0.5
)


(1.2
)


0.2











Actuarial (Gain)


(12.4
)


9.9



1.8



0.1



0.1



0.3Benefits Paid


(7.6
)


(6.5
)


(7.7
)


(0.1
)


(0.1
)


(0.1
)Other


(0.7
)


1.1















Benefit Obligation at End of
    Year


185.1



188.2



169.9



1.1



1.1



1.1Change in Plan
    Assets:Fair Value of Plan Assets at
    Beginning of Year


77.3



68.8



59.3











Actual Return on Plan Assets


1.5



7.5



5.4











Group Contribution


4.4



3.1



7.8











Plan Participants Contributions


0.3



0.3



0.2











Benefits Paid


(2.0
)


(2.8
)


(5.9
)










Acquisitions and Dispositions










2.2











Other


0.3



0.4



(0.2
)










Fair Value of Plan Assets at
    End of Year


81.8



77.3



68.8











Funded Status of the
    Plan


103.3



110.9



101.1



1.1



1.1



1.1Unrecognized Actuarial (Gains) or
    Losses and Unrecognized Prior Service Costs


(20.9
)


(31.6
)


(27.8
)


(0.4
)


(0.4
)


(0.4
)Accrued (Prepaid) Benefit
    Cost


82.3



79.3



73.3



0.7



0.7



0.7     Pension Benefits


Other Benefits2006


2005


2004


2006


2005


2004In millions of EurosAccrued Benefit Liability
    (including MLA prior to FAS 158)


84.5



85.2



87.5



0.7



0.7



0.8Prepaid Benefit Cost










(6.1
)










Minimum Liability Adjustment


(2.2
)


(5.9
)


(8.1
)










Included in Other Comprehensive
    Income


(2.0
)


(5.1
)


(7.2
)










Included in Intangible
    Assets


(0.2
)


(0.8
)


(0.9
)










Net Amount Recognized under
    U.S. GAAP (without MLA)


82.3



79.3



73.3



0.7



0.7



0.8  F-90




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year ended December 31, 2006Prior to MLA and


MLA


FAS 158


After MLA andFAS 158


Adjustment


Adjustment


FAS 158In millions of EurosPensions FAS 87


(76.3
)


(2.2
)


(18.8
)


(97.3
)Pensions APB 12


(6.0
)










(6.0
)Total Amount


(82.3
)


(2.2
)


(18.8
)


(103.3
)Health Care Plan


(0.7
)






(0.4
)


(1.1
)       December 31, 2006Actuarial Gain/Prior Service Cost


Losses


TotalIn millions of EurosPensions


(2.4
)


23.3



20.9Health Care Plans






0.4



0.4       2007


2008


2009


2010


2011


ThereafterIn millions of EurosPension Benefits


8.4



8.0



8.8



11.2



12.0



73.8   E.
    Guarantees    F.
    Income
    before Tax and Tax Expense    Years ended December 31,2006


2005


2004Domestic


Foreign


Total


Domestic


Foreign


Total


Domestic


Foreign


TotalIn millions of EurosIncome before Tax Expense


79.2



216.8



296.0



22.8



120.7



143.5



8.3



160.1



168.4Income Tax Expense


(46.1
)


(48.0
)


(94.1
)


4.6



(48.1
)


(43.5
)


15.5



(69.7
)


(54.2
)   G.
    Tax Loss
    Carry-Forwards   F-91




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    H.
    Segment
    Information    As of December 31,2006


2005Domestic


Foreign


Vessels


Total


Domestic


Foreign


Vessels


TotalIn millions of EurosLong-Lived Assets


142.2



303.1



376.1



821.4



147.5



312.1



386.7



846.3   I.
    Discontinued
    Operations    F-92




---



##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2006


2005


2004Technip


Gulf Marine











Technip


Gulf Marine











Technip


Gulf MarinePSSL


PSSI


Nargan


Biopharm


Fabricators


PSSL


PSSI


Nargan


Biopharm


Fabricators


PSSL


PSSI


Nargan


Biopharm


FabricatorsIn millions of EurosRevenues


20.0



47.8











4.5



18.8



21.7







3.1



27.1



8.8



11.2







1.4



114.3Cost of Sales


(19.9
)


(35.2
)










(3.9
)


(14.8
)


(16.5
)






(7.9
)


(30.0
)


(6.6
)


(8.6
)






(1.4
)


(108.7
)Gross Margin


0.1



12.6











0.6



4.0



5.2







(4.8
)


(2.9
)


2.2



2.6







0.0



5.6Other OperatingIncome and Expenses


(2.2
)


(4.4
)










38.5



(2.5
)


(3.1
)






(2.6
)


(4.5
)


(2.5
)


(1.7
)






(5.0
)


(4.6
)Income/(Loss) from
    Operations


(2.1
)


8.2











39.1



1.5



2.1







(7.4
)


(7.4
)


(0.3
)


0.9



0.0



(5.0
)


1.0Financial Income


(0.2
)


(0.1
)










0.8



0.1



0.2



















0.1











Financial Expenses






0.5







(0.7
)


(16.0
)






(1.6
)






(0.4
)


(0.3
)














(0.1
)


(0.6
)Share of Income/(Loss) of
    AssociatesAccounted for Using the Equity
    Method










(3.8
)


















0.8



















0.8Income/(Loss) before
    Tax


(2.3
)


8.6



(3.8
)


(0.7
)


23.9



1.6



0.7



0.8



(7.8
)


(7.7
)


(0.3
)


1.0



0.8



(5.1
)


0.4Income Tax Expense


0.7



(0.4
)






2.2







(0.5
)


(0.1
)






1.9



















0.6



Net Income/(Loss)


(1.6
)


8.2



(3.8
)


1.5



23.9



1.1



0.6



0.8



(5.9
)


(7.7
)


(0.3
)


1.0



0.8



(4.5
)


0.4   F-93




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##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  J.
    Related
    Parties  (Institut Français du Pétrole)
  K.
    Recently
    issued Accounting Pronouncements  Accounting for Certain Hybrid Financial Instrument, an
    amendment of FASB Statements No. 133 and 140 Accounting for Derivative
    Instruments and Hedging Activities Accounting for
    Transfers and Servicing of Financial Assets and Extinguishments
    of Liabilities
  Accounting for Servicing of Financial Assets  An
    Amendment of FASB Statement No. 140
  Accounting for Uncertainty In Income Taxes Accounting for
    Income Taxes
  Fair Value Measurements
  Financial
    Statements  Considering the Effects or Prior Year
    Misstatements when Quantifying Misstatements in Current Year
    Financial Statements Financial Statements
 F-94




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##### Table of Contents



NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Employers Accounting for Defined Benefit Pension and
    Other Post-retirement Plans  an amendment of FASB
    Statement No. 87, 88, 106 and 132(R)
  The Fair Value Option for Financial Assets and Financial
    Liabilities
    L.
    Subsequent
    Events  Note 34
  st th
     F-95




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##### Table of Contents



Exhibit 1.1
 Free translation from French
  TECHNIP
 Société Anonyme with a share capital of
    81,451,970.96 Euros
    6-8 Allée de lArche
 Faubourg de lArche  ZAC Danton
 92400 COURBEVOIE
    TRADE REGISTER Nr:
 589 803 261 R.C.S. NANTERRE
    ARTICLES OF ASSOCIATION
    May 14,
    2007
  E-1




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##### Table of Contents



TABLE OF
    CONTENTS
  Article:

Title:

Page:PART I

CORPORATE FORM 
    CORPORATE NAME  CORPORATE PURPOSE 
    REGISTERED OFFICE  DURATIONARTICLE 1

CORPORATE FORM


E-3ARTICLE 2

CORPORATE NAME


E-3ARTICLE 3

CORPORATE PURPOSE


E-3ARTICLE 4

REGISTERED OFFICE


E-3ARTICLE 5

DURATION


E-4PART II

SHARE CAPITAL 
    SHARESARTICLE 6

SHARE CAPITAL


E-4ARTICLE 7

PAYMENT FOR THE SHARES


E-4ARTICLE 8

INTEREST ON LATE PAYMENTS


E-4ARTICLE 9

FORM AND TRANSFER OF SHARES


E-4ARTICLE 10

INDIVISIBILITY OF THE SHARES


E-4ARTICLE 11

RIGHTS AND DUTIES ATTACHED TO THE
    SHARES


E-5PART III

ADMINISTRATION OF THE
    COMPANYARTICLE 12

DOUBLE VOTING RIGHTS


E-5ARTICLE 13

IDENTIFICATION OF SHAREHOLDERS;
    CROSSING OF THRESHOLD


E-5ARTICLE 14

COMPOSITION OF THE BOARD OF
    DIRECTORS


E-6ARTICLE 15

CHAIRMAN OF THE BOARD OF DIRECTORS


E-7ARTICLE 16

MEETINGS OF THE BOARD OF DIRECTORS


E-7ARTICLE 17

PREROGATIVES OF THE BOARD OF
    DIRECTORS


E-8ARTICLE 18

MANAGEMENT OF THE COMPANY


E-8ARTICLE 19

CHIEF EXECUTIVE OFFICER
    (Directeur Général)AND EXECUTIVE VICE
    PRESIDENTS (Directeurs Généraux
    Délégués)


E-8ARTICLE 20

COMMITTEES  INTERNAL
    RULE


E-9ARTICLE 21

AGREEMENTS BETWEEN THE COMPANY AND
    ITS DIRECTORS AND OFFICERS


E-9ARTICLE 22

COMPENSATION OF THE DIRECTORS, THE
    CHAIRMAN OF THE BOARD, THE CHIEF EXECUTIVE OFFICER AND EXECUTIVE
    PRESIDENTS


E-10PART IV

GENERAL MEETINGSARTICLE 23

GENERAL RULES


E-10PART V

STATUTORY AUDITORSARTICLE 24

STATUTORY AUDITORS


E-11PART VI

INVENTORIES 
    PROFITS  RESERVE FUNDS  DISTRIBUTION OF
    PROFITSARTICLE 25

FISCAL YEAR


E-11ARTICLE 26

ANNUAL ACCOUNTS


E-11ARTICLE 27

DISTRIBUTION OF PROFITS


E-11ARTICLE 28

PAYMENT OF DIVIDENDS


E-11PART VII

DISSOLUTION 
    LIQUIDATIONARTICLE 29

DISSOLUTION  LIQUIDATION


E-12PART VIII

DISPUTESARTICLE 30

DISPUTES


E-12  E-2




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##### Table of Contents



PART I
  CORPORATE
    FORM  CORPORATE NAME 
 CORPORATE
    PURPOSE- REGISTERED OFFICE  DURATION
  ARTICLE 1 
    CORPORATE FORM
  (société anonyme) 67-236,
  ARTICLE 2 
    CORPORATE NAME
    société
    anonyme or S.A.
  ARTICLE 3 
    CORPORATE PURPOSE
                    ARTICLE 4 
    REGISTERED OFFICE
    
 E-3




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##### Table of Contents



département département
    ARTICLE 5 
    DURATION
      PART II
  SHARE
    CAPITAL  SHARES
  ARTICLE 6 
    SHARE CAPITAL
    ARTICLE 7 
    PAYMENT FOR THE SHARES
      ARTICLE 8 
    INTEREST ON LATE PAYMENTS
    ARTICLE 9 
    FORM AND TRANSFER OF SHARES
      ARTICLE 10 
    INDIVISIBILITY OF THE SHARES
      (usufruitier) (nu-propriétaire)
 E-4




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##### Table of Contents



ARTICLE 11 
    RIGHTS AND DUTIES ATTACHED TO THE SHARES
  (boni de liquidation)
          ARTICLE 12 
    DOUBLE VOTING RIGHTS
  paid-up
      ARTICLE 13 
    IDENTIFICATION OF SHAREHOLDERS  CROSSING OF
    THRESHOLDS
    (de concert) Article L.233-7 (de concert)
   E-5




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##### Table of Contents



PART III
  ADMINISTRATION
    OF THE COMPANY
  ARTICLE 14 
    COMPOSITION OF THE BOARD OF DIRECTORS
  1. Number of Directors
    2. Shareholding of Directors
      3. Legal entities as Directors
        4. Duration of terms of office
        5. Age limit
    6. Vacancies  Temporary
    appointments  Ratifications
   E-6




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##### Table of Contents



ARTICLE 15 
    CHAIRMAN OF THE BOARD OF DIRECTORS
  1. Appointment
      2. Age limit
    3. Powers
      ARTICLE 16 
    MEETINGS OF THE BOARD OF DIRECTORS
  1. Notice of meetings
    2. Meetings
           E-7




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##### Table of Contents



ARTICLE 17 
    PREROGATIVES OF THE BOARD OF DIRECTORS
  1. Powers
    2. Limits
    3. Control
    ARTICLE 18 
    MANAGEMENT OF THE COMPANY
  (Directeur Général)
      ARTICLE 19 
    CHIEF EXECUTIVE OFFICER (Directeur
    Général) AND EXECUTIVE VICE PRESIDENTS (Directeurs
    Généraux Délégués)
  1. Chief Executive Officer
           E-8




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##### Table of Contents



2. Executive Vice Presidents
                ARTICLE 20 
    COMMITTEES  INTERNAL RULE
          ARTICLE 21 
    AGREEMENTS BETWEEN THE COMPANY AND ITS DIRECTORS AND
    OFFICERS
         E-9




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##### Table of Contents



ARTICLE 22 
    COMPENSATION OF THE DIRECTORS, THE CHAIRMAN OF THE BOARD, THE
    CHIEF EXECUTIVE OFFICER AND EXECUTIVE VICE
    PRESIDENTS
  1. Compensation
    (jetons de présence),
      2. Reimbursement
    PART IV
  GENERAL
    MEETINGS
  ARTICLE 23 
    GENERAL RULES
  1. Powers
    2. Notice and venue of meetings
            3. Attendance
   E-10




---



##### Table of Contents



Article L.228-1
        PART V
  STATUTORY
    AUDITORS
  ARTICLE 24 
    STATUTORY AUDITORS
    PART VI
  INVENTORIES 
    PROFITS  RESERVE FUNDS
  DISTRIBUTION
    OF PROFITS
  ARTICLE 25 
    FISCAL YEAR
    ARTICLE 26 
    ANNUAL ACCOUNTS
    ARTICLE 27 
    DISTRIBUTION OF PROFITS
        ARTICLE 28 
    PAYMENT OF DIVIDENDS
   E-11




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##### Table of Contents



(acomptes sur dividendes).
  PART VII
  DISSOLUTION 
    LIQUIDATION
  ARTICLE 29 
    DISSOLUTION  LIQUIDATION
    (liquidateurs)
          PART VIII
  DISPUTES
  ARTICLE 30 
    DISPUTES
      Tribunal de Grande Instance
 E-12