Exhibit 15.2

NKT Flexibles I/S

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2005



---

Contents



|                                                         |  |        
|-------------------------------------------------------- |  | -------
|                                                         |  | Page   
|Statements                                               |  |        
|                                                         | 
|Statement by the Management                              |  | 1      
|                                                         | 
|Report of independent Auditors                           |  | 2      
|                                                         | 
|Managements review                                      |  |        
|                                                         | 
|Company details                                          |  | 3      
|                                                         | 
|Financial highlights                                     |  | 4      
|                                                         | 
|Financial review                                         |  | 5 - 7  
|                                                         | 
|Financial statements for the year ended 31 December 2005 |  |        
|                                                         | 
|Accounting policies                                      |  | 8 - 13 
|                                                         | 
|Income statement                                         |  | 14     
|                                                         | 
|Balance sheet                                            |  | 15 - 16
|                                                         | 
|Cash flow statement                                      |  | 17     
|                                                         | 
|Notes to the financial statements                        |  | 18 - 22



---

Statement by the Management

The Management have today discussed and adopted the Financial Statements of NKT Flexibles I/S as of and for the year ended 31 December 2005, prepared in accordance with the Danish Financial Statements Act, as presented on pages 7 - 21
of the Companys Annual Report for 2005 and note 14 to the Financial Statements.

We consider the accounting policies applied to be appropriate.
Accordingly, the Financial Statements referred to above present fairly the financial position of the Company as of 31 December 2005.

Copenhagen,
23 March 2006

Management



|                        
|------------------------
|                        
|/s/ Michael Chino Hjorth
|Michael Chino Hjorth    
|CEO                     
|                        
|/s/ Reidar Kleven       
|Reidar Kleven           
|COO                     



1



---

Report of independent Auditors



To the Partners of NKT Flexibles I/S:

We have audited the financial statements of NKT Flexibles I/S (the Company) as of and for the year ended December 31, 2004, prepared in
accordance with the Danish Financial Statements Act, as presented on pages 8-22 of the Companys Annual Report for 2004 and note 14 to the financial statements. These financial statements are the responsibility of the Companys management.
Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with
generally accepted auditing standards as established by the Auditing Standards Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company
as of December 31, 2004 and the results of its operations and its cash flows for the year then ended, in accordance with generally accepted accounting principles of the Danish Financial Statements Act.

The accounting principles of the Danish Financial Statements Act vary in certain significant respects from accounting principles generally accepted in
the United States of America (US GAAP). Information relating to the nature and effect of such differences is presented in Notes 14 to the financial statements.



Copenhagen, 10 June 2005

KPMG C. Jespersen

Statsautoriseret Revisionsinteressentskab



/s/ Lars
Andersen

Lars Andersen

State Authorised Public Accountant



2



---

Managements review

Company details

NKT Flexibles I/S

Priorparken
510

2605 Brøndby



|                    |  |                                                 
|------------------- |  | ------------------------------------------------
|Telephone:          |  | 4348 3000                                       
|Fax:                |  | 4348 3010                                       
|Homepage:           |  | www.nktflexibles.com                            
|E-mail:             |  | nkt.flexibles@nktflexibles.com                  
|                    | 
|CVR number:         |  | 2425 5298                                       
|Established:        |  | 1 July 1999                                     
|Registered office:  |  | Brøndby                                         
|                    | 
|Board of directors: |  | Thomas Hofman-Bang (Chairman)                   
|                    |  | Tom Ehret (Deputy chairman)                     
|                    |  | Ole Bramsnæs                                    
|                    |  | Bruno Chabas                                    
|                    |  | Søren Isaksen                                   
|                    |  | Mark Preece                                     
|                    | 
|Management:         |  | Michael C. Hjorth, CEO                          
|                    |  | John Baxter, COO                                
|                    | 
|Bank:               |  | Nordea Bank Danmark A/S                         
|                    |  | Strandgade 3, 0900 København C                  
|                    | 
|Auditor:            |  | KPMG                                            
|                    |  | Borups Alle 177, 2000 Frederiksberg             
|                    |  | State Authorized Public Accountant Lars Andersen



3



---

Managements review

Financial highlights



|                                                                |  |             |   |  |       |   |  |       |   |  |        |   |  |       |  
|--------------------------------------------------------------- |  | ----------- | - |  | ----- | - |  | ----- | - |  | ------ | - |  | ----- | -
|DKKm                                                            |  | 2005        |   |  | 2004  |   |  | 2003  |   |  | 2002   |   |  | 2001  |  
|                                                                |  | (unaudited) |   |  |       |   |  |       |   |  |        |   |  |       |  
|Key figures                                                     |  |             |   |  |       |   |  |       |   |  |        |   |  |       |  
|Revenue                                                         |  | 490,7       |   |  | 196,5 |   |  | 305,3 |   |  | 223,3  |   |  | 265,6 |  
|Operating profit before depreciation                            |  | 51,9        |   |  | -33,7 |   |  | -5,6  |   |  | -15,4  |   |  | -17,2 |  
|Profit before financial items                                   |  | 23,7        |   |  | -61,1 |   |  | -32,3 |   |  | -311,4 |   |  | -72,9 |  
|Loss for the year                                               |  | 18,2        |   |  | -64,8 |   |  | -37,8 |   |  | -325,6 |   |  | -88,7 |  
|Fixed assets                                                    |  | 215,4       |   |  | 222,7 |   |  | 244,5 |   |  | 262,0  |   |  | 538,0 |  
|Current assets                                                  |  | 268,5       |   |  | 157,6 |   |  | 127,8 |   |  | 144,3  |   |  | 145,2 |  
|Total assets                                                    |  | 483,9       |   |  | 380,3 |   |  | 372,3 |   |  | 406,3  |   |  | 683,2 |  
|Equity                                                          |  | 146,1       |   |  | 131,1 |   |  | 132,3 |   |  | 171,3  |   |  | 312,6 |  
|Short-term liabilities                                          |  | 337,8       |   |  | 249,2 |   |  | 240,0 |   |  | 235,0  |   |  | 370,6 |  
|Cash flow from operating activities                             |  | 42,7        |   |  | -60,3 |   |  | -18,5 |   |  | -6,9   |   |  | -89,0 |  
|Net cash flows from investment activities                       |  | -21,0       |   |  | -5,5  |   |  | -9,3  |   |  | -20,2  |   |  | -22,9 |  
|Portion relating to investment in property, plant and equipment |  | -22,1       |   |  | -4,9  |   |  | -8,4  |   |  | -7,9   |   |  | -22,9 |  
|Cash flows from financing activities                            |  | -15,5       |   |  | 65,5  |   |  | 17,3  |   |  | 21,3   |   |  | 128,6 |  
|Total cash flows                                                |  | 6,2         |   |  | -0,3  |   |  | -10,5 |   |  | -5,8   |   |  | 15,9  |  
|Financial ratios                                                |  |             |   |  |       |   |  |       |   |  |        |   |  |       |  
|Net profit ratio                                                |  | 5           | % |  | -31   | % |  | -106  | % |  | -139   | % |  | -27   | %
|Return on investment                                            |  | 6           | % |  | -16   | % |  | -10   | % |  | - 58   | % |  | -10   | %
|Gross margin ratio                                              |  | 48          | % |  | 54    | % |  | 47    | % |  | 58     | % |  | 50    | %
|Current ratio                                                   |  | 79          | % |  | 63    | % |  | 53    | % |  | 61     | % |  | 39    | %
|Equity ratio                                                    |  | 30          | % |  | 34    | % |  | 36    | % |  | 42     | % |  | 45    | %
|Return on equity                                                |  | 13          | % |  | -49   | % |  | -25   | % |  | -134   | % |  | -24   | %
|                                                                |  |             |   |  |      
|Average number of employees                                     |  | 264         |   |  | 225   |   |  | 222   |   |  | 227    |   |  | 224   |  

The financial highlights for 2001 are not changed compared to the new accounting policy in 2002. The financial
ratios have been prepared in accordance with the Danish Society of Financial Analysts guidelines on the calculation of financial ratios . We refer to the accounting policies.



4



---

Management review

Financial review

Main activity

NKT
Flexibles main activity is to develop, to market and produce flexible submarine pipe systems primarily for the offshore oil and gas industry. The production is carried out at the factory in Kalundborg.

Development in activities and economic conditions

Annual
result

NKT Flexibles has realised revenue amounting to DKK 490.7 million in 2005 against DKK 196.5 million in 2004, corresponding to an
increase of 150 %. The annual result before depreciation amounts to DKK 51.9 million against DKK  33.7 million in 2004. The result for the year is DKK 18.2 million compared to DKK 64.8 million in 2004.

The year 2005 ended better than the expectations in the annual report for 2005. The year 2005 marked a turn-around for the Company due to improved market conditions and
healthy backlog going into 2005. Throughout the year the Company has been ramping up the production in Kalundborg without loosing control of the operational expenditures, resulting in improved earnings.

The Company managed to take full advantage of an increased demand for flexible pipe during year 2005. Previous years process to improve competitiveness by focusing on
product development, efficiency improvement and material technology has proven successful.

In 2005 there were no changes to the Companys capital
structure and bank facilities. The financial resources are provided through loans granted by the owners of the Company.

The realized result for 2005 is
satisfactory.

Market conditions

During 2005
the oil price has stabilized at a fairly high level around USD 50 per barrel  with some fluctuation as a consequence of tropical storms and unrest in the Middle East. The general increase in oil prices are to a large extent driven by
increasing consumption from China and India, which is expected to continue in the years to come.

In 2005 the activity level in the subsea offshore oil and
gas industry increased substantially as a response to the continued high oil price. Throughout the year the Company has managed to improve its backlog position in terms of volume and quality.



5



---

Financial review

For
2006 the Company expects the market for SURF (Subsea Umbilical, Riser & Flowline) to consolidate at the same level that was experienced during 2005.

Projects

During 2005 NKT Flexibles grew its position in all offshore oil & gas regions  except
Brazil  by executing a number of projects for existing as well as new Clients.

In 2005 NKT Flexibles was awarded new contracts amounting to DKK
1,093 million, which is a development that supports the future potential of the Company. By the end of the year the Companys backlog was just above DKK 1,000 million, which is a remarkable improvement from previous years.

Of particular interest is that the Company has now reached a position in the market where large volume and value contracts are awarded. By the end of 2005 the Company
is executing several DKK +100 million orders for 2006 and 2007 delivery.

Product development

R&D resources were primarily assigned to the development of new technology that will allow the Company to improve its competitiveness. Successful improvement was
reached in a number of areas allowing the Company to substantially improve on its backlog. Of particular interest is the deepwater technology allowing the use of the Companys products in water depths down to 2,000m.

Expectations

In 2006 NKT Flexibles expects an increase in the
turnover compared to 2005  primarily due to a better unit rates and higher quality of the backlog at the beginning of the year 2006 compared to the same period the year before. Founded in the expectations of better margins in the subsea
market, the Company expects to be able to further improve the result in 2006 compared to 2005.

Due to the fact that a large proportion of the production
capacity for 2006 is already sold by the beginning of the year, the result for 2006 will primarily depend on the Companys ability to act on commitments on entered contracts.



6



---

Financial review

The
long-term potential of the Company will be realised through the continued implementation of new technology, which will lead to increased competitiveness. Of particular interest we are qualifying products for water depths down to 2,000m, which will
widen the accessible market.

Special risks

Financial risks

The Company uses forward exchange contracts as a part of the hedging of recognized and unrecognized sales contracts
in foreign currencies. Currencies, which are part of the EMU, are not hedged. Hedging of recognized contracts comprises receivables and payables.

Know-how

It is imperative for NKT Flexibles continued development to attract and maintain highly skilled and specialised manpower,
including engineers possessing knowledge within the offshore business. The earning capacity of the Company will also depend on a continued training and flexibility among the blue-collar workers at the Kalundborg factory.

Environment

In line with the previous years the Companys green
accounts show that the pollution from the factory in the shape of smoke, noise and wastewater is negligible. Maintaining the environmental management system ISO14001 as well as the health and safety system OHSAS 18001 will be a high priority so that
the Company can continue to live up to national as well as international standards.

The job of improving the Companys safety level continues.
Through information campaigns and compulsory safety courses for all employees we have established a better understanding of how to avoid accidents. Compared to other Danish companies of similar type, the safety level of NKT Flexibles is quite good.



7



---

Financial statements for the year ending 31 December

Accounting policies

The annual report of NKT Flexibles for 2005 has
been prepared in accordance with the provisions applying to class C enterprises under the Danish Financial Statements Act.

The accounting policies applied
in the preparation of the financial statements are consistent with those of last year.

Recognition and measurement

Assets are recognized in the balance sheet when it is probable that future economic benefits will flow to the enterprise and the value of the asset can be reliably
measured.

Liabilities are recognized in the balance sheet when an outflow of economic resources is probable and when the liability can be reliably
measured.

On initial recognition, assets and liabilities are measured at cost. Subsequently, assets and liabilities are measured as described below for
each individual item.

Certain financial assets and liabilities are measured at amortized cost implying the recognition of a constant effective interest
rate to maturity. Amortized cost is calculated as initial cost minus any principal repayments and plus or minus the cumulative amortization of any difference between cost and nominal amount.

In recognizing and measuring assets and liabilities, any gains, losses and risks occurring prior to the presentation of the annual report that evidence conditions
existing at the balance sheet date are taken into account.

Income is recognized in the income statement as earned, including value adjustments of
financial assets and liabilities measured at fair value or amortized cost. Equally, costs incurred to generate the years earnings are recognized, including depreciation, amortization, impairment and provisions as well as reversals as a result
of changes in accounting estimates of amounts which were previously recognized in the income statement.

Foreign currency translation

On initial recognition, transactions denominated in foreign currencies are translated at the average exchange rates ruling last month.

Receivables and payables and other monetary items denominated in foreign currencies are translated at the exchange rates at the balance sheet date. The difference
between the exchange rates at the balance sheet date and at the date at which the receivable or payable arose or was recognized in the latest financial statements is recognized in the income statement as financial income or expense.



8



---

Accounting policies

Derivative financial instruments

Derivative financial instruments are initially recognized in the balance sheet at cost and are
subsequently measured at fair value. Positive and negative fair values of derivative financial instruments are included in other receivables and payables, respectively.

Changes in the fair value of derivative financial instruments designated as and qualifying for recognition as a hedge of the fair value of a recognized asset or liability are recognized in the income statement
together with changes in the value of the hedged asset or liability.

Changes in the fair value of derivative financial instruments designated as and
qualifying for recognition as a hedge of future assets or liabilities are recognized as receivables or payables and in capital and reserves. Income and expenses relating to such hedging transactions are transferred from capital and reserves on
realization of the hedged item and recognized in the same item as the hedged item.

Income statement

Revenue

Revenue from the sale of goods and services is recognized in
the income statement provided that delivery and transfer of risk to the buyer has taken place before year end and that the income can be reliably measured and is expected to be received. Revenue is measured ex VAT, taxes and discounts in relation to
the sale.

Contract work in progress concerning special production of flexible pipes is recognized as revenue by reference to the stage of completion.
Accordingly, revenue corresponds to the selling price of work performed during the year (the percentage of completion method). Revenue is recognized when total income and expenses and the stage of completion of the contract at the balance sheet date
can be reliably calculated and when it is probable that the economic benefits, including payment, will flow to the enterprise.

Interest income and
expense and similar items

Interest income and expense and similar items comprise interest income and expense, market gains and losses in respect of
payables and transactions denominated in foreign currencies, etc.

Tax on profit/loss from ordinary activities

The enterprise is not liable to tax as it is a partnership. Therefore, tax has not been computed on the profit/loss for the year, and provisions have not been made for
deferred tax.



9



---

Accounting policies

Balance sheet

Intangible assets

Development costs comprise costs, salaries and amortization directly or indirectly attributable to the enterprises development activities.

Development projects that are clearly defined and identifiable, where the technical utilization degree, sufficient resources and a potential future market or development opportunities in the enterprise is evidenced, and where the enterprise
intends to produce, market or use the project, are recognized as intangible assets provided that the cost can be measured reliably and that there is sufficient assurance that future earnings can cover production costs, selling and administrative
expenses and development costs. Other development costs are recognized in the income statement when incurred.

Capitalized development costs are measured
at the lower of cost less accumulated amortization and the recoverable amount.

Following the completion of the development work, development costs are
amortized on a straight-line basis over the estimated useful life. The amortization period is five years.

Patents are measured at cost less accumulated
amortization and impairment. Patents are amortized on a straight-line basis over the remaining patent period.

Intangible assets are written down to the
recoverable amount if this is lower than the carrying amount. Impairment tests are conducted annually of each individual asset or group of assets.

Gains
and losses on the disposal of development projects and patents are determined as the difference between the sales price less disposal costs and the carrying amount at the date of disposal. The gains or losses are recognized in the income statement
as other external expenses.

Property, plant and equipment

Land and buildings, plant and machinery and fixtures and fittings, tools and equipment are measured at cost less accumulated depreciation.

Cost
comprises the purchase price and any costs directly attributable to the acquisition until the date when the asset is available for use. The cost of self-constructed assets comprises direct and indirect costs of materials, components, sub suppliers,
and wages and salaries.

Interest expense on loans to finance the production of property, plant and equipment that concerns the production period is
included in cost. All other borrowing costs are recognized in the income statement.

The cost of leases is stated at the lower of fair value and the
present value of the future lease payments. For the calculation of the net present value, the interest rate implicit in the lease or an approximation thereof is used as discount rate.



10



---

Accounting policies

Depreciation is provided on a straight-line basis over the expected useful lives of the assets. The expected useful lives are as follows:



|                                           |  |            |  | 
|------------------------------------------ |  | ---------- |  | 
|Buildings                                  |  | 25 years   |  | 
|Plant and machinery                        |  | 8-15 years |  | 
|Fixtures and fittings, tools and equipment |  | 3-8 years  |  | 
|Computer hardware                          |  | 4 years    |  | 
|Cars                                       |  | 3-5 years  |  | 

Property, plant and equipment are written down to the recoverable amount if this is lower than the carrying
amount. Impairment tests are conducted annually of each individual asset or group of assets.

Gains and losses on the disposal of property, plant and
equipment are determined as the difference between the sales price less disposal costs and the carrying amount at the date of disposal. The gains or losses are recognized in the income statement as other operating income or other operating expenses.

Inventories

Inventories are measured at moving
average prices. Where the net realizable value is lower than cost, inventories are written down to this lower value.

Goods for resale and raw materials
and consumables are measured at cost, comprising purchase price plus delivery costs.

Finished goods and work in progress are measured at cost, comprising
the cost of raw materials, consumables, direct wages and salaries and indirect production overheads. Indirect production overheads comprise indirect materials and wages and salaries as well as maintenance and depreciation of production machinery,
buildings and equipment as well as factory administration and management. Borrowing costs are not recognized.

The net realizable value of inventories is
calculated as the sales amount less costs of completion and costs necessary to make the sale and is determined taking into account marketability, obsolescence and development in expected sales price.

Receivables

Receivables are
measured at amortized cost. Provision is made for anticipated losses.

Contract work in progress

Contract work in progress is measured at the selling price of the work performed by reference to the stage of completion. The stage of completion is based on the share of
the contract costs paid compared with the expected total costs of the contract. When it is probable that the total contract costs will exceed total income from a contract, the anticipated loss is recognized in the income statement.

When the selling price of a construction contract cannot be measured reliably, the selling price is measured at the lower of costs incurred and net realizable value.



11



---

Accounting policies

Prepayments are set off against contract work in progress. Progress billings received in excess of the contract work performed are calculated separately for each contract and recognized as payments on account from customers under short-term
liabilities other than provisions.

Selling costs and costs incurred in securing contracts are recognized in the income statement when incurred.

Prepayments

Prepayments comprise costs incurred
concerning subsequent financial years.

Financial liabilities

Other liabilities, comprising trade payables as well as other payables, are measured at amortized cost.

Cash flow statement

The cash flow statement shows the
enterprises cash flows from operating, investing and financing activities for the year, the years changes in cash and cash equivalents as well as the enterprises cash and cash equivalents at the beginning and end of the year.

Cash flows from operating activities

Cash flows from
operating activities are calculated as the years profit/loss adjusted for non-cash operating items, changes in working capital and corporation tax paid.

Cash flows from investing activities

Cash flows from investing activities comprise payments in connection with acquisitions and disposals
of enterprises and activities and of intangible assets, property, plant and equipment and investments.

Cash flows from financing activities

Cash flows from financing activities comprise changes in the size or composition of the companys equity and related costs as well as the raising
of loans, repayment of interest-bearing debt, and payment of dividends to shareholders.

Cash and cash equivalents

Cash and cash equivalents comprise cash and short-term marketable securities with a term of three months or less which are subject to an insignificant risk of changes in
value.

Segment information

Information is provided on
geographical markets. The segment information is based on the companys accounting policies, risks and internal financial management.



12



---

Accounting policies

Financial ratios

Financial ratios are calculated in accordance with the Danish Society of Financial Analysts guidelines on the
calculation of financial ratios.

The financial ratios stated in the survey of financial highlights have been calculated as follows:



|                     |  |                              
|-------------------- |  | -----------------------------
|Net profit ratio     |  | Operating [profit/loss] x 100
|                     |  | Revenue                      
|                     | 
|Return on investment |  | Operating [profit/loss] x 100
|                     |  | Average operating assets     
|                     | 
|Gross margin ratio   |  | Gross [profit/loss] x 100    
|                     |  | Revenue                      
|                     | 
|Current ratio        |  |                              



|                 |  |                                                
|---------------- |  | -----------------------------------------------
|                 | 
|Equity ratio     |  | Equity ex. minority interests at year end x 100
|                 |  | Total equity and liabilities at year end       
|                 | 
|Return on equity |  | [Profit/loss] for analytical purposes x 100    
|                 |  | Average equity, ex. minority interests         



13



---

Income statement 1 January - 31 December



|                                                 |  |      |  |             |  |            
|------------------------------------------------ |  | ---- |  | ----------- |  | -----------
|                                                 |  | Note |  | 2005DKK     |  | 2004DKK000
|                                                 |  |      |  | (unaudited) |  |            
|Revenue                                          |  | 1    |  | 490.735.956 |  | 196.462    
|Work performed for own purpose and capitalized   |  |      |  | 49.275      |  | 230        
|                                                 |  |      |  |             |  |            
|                                                 |  |      |  | 490.785.231 |  | 196.692    
|                                                 |  |      |  |             |  |            
|Raw materials, consumables and goods for resale  |  |      |  | 257.620.996 |  | 89.441     
|Other production, sales and administrative costs |  | 3    |  | 64.608.654  |  | 48.817     
|Staff costs                                      |  | 2    |  | 116.635.563 |  | 92.194     
|                                                 |  |      |  |             |  |            
|                                                 |  |      |  | 438.865.213 |  | 230.452    
|                                                 |  |      |  |             |  |            
|Operating profit before depreciation             |  |      |  | 51.920.018  |  | -33.760    
|Depreciation and impairment on fixed assets      |  | 4    |  | 28.259.567  |  | 27.376     
|                                                 |  |      |  |             |  |            
|Profit before financial items                    |  |      |  | 23.660.451  |  | -61.136    
|Financial income                                 |  |      |  | 2.253.224   |  | 1.449      
|Financial expenses                               |  |      |  | 7.674.330   |  | 5.098      
|                                                 |  |      |  |             |  |            
|Loss for the year                                |  |      |  | 18.239.345  |  | -64.785    
|                                                 |  |      |  |             |  |            
|Proposed distribution of loss:                   |  |      |  |             |  |            
|Retained earnings                                |  |      |  | 18.239.345  |  | -64.785    
|                                                 |  |      |  |             |  |            



14



---

Balance sheet 31 December

Assets



|                                                 |  |      |  |             |  |            
|------------------------------------------------ |  | ---- |  | ----------- |  | -----------
|                                                 |  | Note |  | 2005DKK     |  | 2004DKK000
|                                                 |  |      |  | (unaudited) |  |            
|Fixed assets                                     |  |      |  |             |  |            
|Intangible assets                                |  | 5    |  |             |  |            
|Patents                                          |  |      |  | 1.655.753   |  | 1.846      
|Patents in progress                              |  |      |  | 103.812     |  | 0          
|Completed development projects                   |  |      |  | 8.110.229   |  | 5.449      
|Development projects in progress                 |  |      |  | 510.801     |  | 5.998      
|                                                 |  |      |  |             |  |            
|                                                 |  |      |  | 10.380.595  |  | 13.293     
|                                                 |  |      |  |             |  |            
|Property plant and equipment                     |  | 6    |  |             |  |            
|Land and buildings                               |  |      |  | 72.734.016  |  | 76.791     
|Plant and machinery                              |  |      |  | 115.078.493 |  | 129.636    
|Fixtures and fittings, tools and equipment       |  |      |  | 1.638.809   |  | 1.819      
|Property, plant and equipment under construction |  |      |  | 15.596.346  |  | 1.125      
|                                                 |  |      |  |             |  |            
|                                                 |  |      |  | 205.047.664 |  | 209.371    
|                                                 |  |      |  |             |  |            
|Total fixed assets                               |  |      |  | 215.428.259 |  | 222.664    
|                                                 |  |      |  |             |  |            
|Current assets                                   |  |      |  |             |  |            
|Inventories                                      |  |      |  |             |  |            
|Raw materials and consumables                    |  |      |  | 128.754.907 |  | 89.696     
|                                                 |  |      |  |             |  |            
|Receivables                                      |  | 7    |  |             |  |            
|Account receivables                              |  |      |  | 112.411.962 |  | 43.354     
|Contract work in progress                        |  | 8    |  | 7.053.523   |  | 8.021      
|Other receivables                                |  |      |  | 11.253.375  |  | 7.527      
|Prepayments                                      |  | 9    |  | 1.517.500   |  | 7.708      
|                                                 |  |      |  |             |  |            
|                                                 |  |      |  | 132.236.360 |  | 66.610     
|                                                 |  |      |  |             |  |            
|Cash at bank and in hand                         |  |      |  | 7.525.092   |  | 1.347      
|                                                 |  |      |  |             |  |            
|Total current assets                             |  |      |  | 268.516.359 |  | 157.653    
|                                                 |  |      |  |             |  |            
|TOTAL ASSETS                                     |  |      |  | 483.944.618 |  | 380.317    
|                                                 |  |      |  |             |  |            



15



---

Balance sheet 31 December

Equity and liabilities



|                                             |  |         |  |             |  |            
|-------------------------------------------- |  | ------- |  | ----------- |  | -----------
|                                             |  | Note    |  | 2005 DKK    |  | 2004DKK000
|                                             |  |         |  | (unaudited) |  |            
|Equity                                       |  |         |  |             |  |            
|Equity                                       |  | 10      |  | 146.113.247 |  | 131.097    
|                                             |  |         |  |             |  |            
|                                             |  |         |  | 146.113.247 |  | 131.097    
|                                             |  |         |  |             |  |            
|Liabilities                                  |  |         |  |             |  |            
|Short-term liabilities                       |  |         |  |             |  |            
|Bank loans                                   |  |         |  | 24.303.208  |  | 16.836     
|Payment on account from costumers            |  |         |  | 75.607.885  |  | 10.546     
|Accounts payables                            |  |         |  | 67.000.000  |  | 25.752     
|Group companies                              |  |         |  | 150.508.826 |  | 173.423    
|Other debts                                  |  |         |  | 20.411.452  |  | 22.663     
|                                             |  |         |  |             |  |            
|                                             |  |         |  | 337.831.371 |  | 249.220    
|                                             |  |         |  |             |  |            
|Total liabilities                            |  |         |  | 337.831.371 |  | 249.220    
|                                             |  |         |  |             |  |            
|TOTAL EQUITY AND LIABILITIES                 |  |         |  | 483.944.618 |  | 380.317    
|                                             |  |         |  |             |  |            
|Contingent liabilities and other obligations |  | 11      |  |             |  |            
|Notes without reference                      |  | 12 - 13 |  |             |  |            



16



---

Cash flow statement 1 January - 31 December



|                                                                 |  |             |  |            
|---------------------------------------------------------------- |  | ----------- |  | -----------
|                                                                 |  | 2005 DKK    |  | 2004DKK000
|                                                                 |  | (unaudited) |  |            
|Profit before financial items                                    |  | 23.660      |  | -61.136    
|Depreciation and impairment                                      |  | 28.260      |  | 27.377     
|Changes in working capital                                       |  | -3.802      |  | -23.008    
|                                                                 |  |             |  |            
|Cash flows from operations before financial items                |  | 48.118      |  | -56.767    
|Interests received                                               |  | 2.253       |  | 1.449      
|Interests paid                                                   |  | -7.636      |  | -5.013     
|                                                                 |  |             |  |            
|Cash flows from operations                                       |  | 42.735      |  | -60.331    
|                                                                 |  |             |  |            
|Acquisition of intangible fixed assets                           |  | 634         |  | -1.076     
|Acquisition of property, plant and equipment                     |  | -22.081     |  | -4.934     
|Disposal of property, plant and equipment                        |  | 423         |  | 516        
|                                                                 |  |             |  |            
|Cash flows from investing activities                             |  | -21.024     |  | -5.494     
|                                                                 |  |             |  |            
|Paid in capital                                                  |  | 0           |  | 60.000     
|Change in debt to credit institutions                            |  | 7.467       |  | 2.399      
|Change in debt to group companies                                |  | -23.000     |  | 3.127      
|                                                                 |  |             |  |            
|Cash flows from financing activities                             |  | -15.533     |  | 65.526     
|                                                                 |  |             |  |            
|Net cash flow from operating, investing and financing activities |  | 6.178       |  | -299       
|                                                                 |  |             |  |            
|Cash at bank and in hand 1 January                               |  | 1.347       |  | 1.646      
|Net cash flow                                                    |  | 6.178       |  | -299       
|                                                                 |  |             |  |            
|Cash at bank and in hand 31 December                             |  | 7.525       |  | 1.347      
|                                                                 |  |             |  |            



17



---

Notes to the financial statements



|                                                                                                                                                           |  |                                                                                                            |  |             |  |          
|---------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------- |  | ----------- |  | ---------
|Note                                                                                                                                                       |  |                                                                                                            |  | 2005 Kr.    |  | 2004T.kr.
|                                                                                                                                                           |  |                                                                                                            |  | (unaudited) |  |          
|1                                                                                                                                                          |  | Revenue                                                                                                    |  |             |  |          
|                                                                                                                                                           |  | Revenue includes the production value of construction contracts completed and in progress to the amount of |  | 469.831.075 |  | 177.064  
|                                                                                                                                                           |  |                                                                                                            |  |             |  |          
|                                                                                                                                                           |  |                                                                                                           
|Revenue distributed on geographical segments (DKK000):                                                                                                    |  |                                                                                                            |  |            
|                                                                                                                                                           |  |                                                                                                            | 
|                                                                                                                                                           |  | Scandinavia                                                                                                |  | 130.710     |  | 46.198   
|                                                                                                                                                           |  | Other countries in Europe                                                                                  |  | 188.195     |  | 61.161   
|                                                                                                                                                           |  | Other countries                                                                                            |  | 171.831     |  | 89.103   
|                                                                                                                                                           |  |                                                                                                            |  |             |  |          
|                                                                                                                                                           |  |                                                                                                            |  | 490.736     |  | 196.462  
|                                                                                                                                                           |  |                                                                                                            |  |             |  |          
|2                                                                                                                                                          |  | Staff costs                                                                                                |  |             |  |          
|                                                                                                                                                           |  | Wages and salaries                                                                                         |  | 107.555.052 |  | 84.491   
|                                                                                                                                                           |  | Pensions                                                                                                   |  | 7.897.709   |  | 6.633    
|                                                                                                                                                           |  | Social security contributions                                                                              |  | 1.182.802   |  | 1.070    
|                                                                                                                                                           |  |                                                                                                            |  |             |  |          
|                                                                                                                                                           |  |                                                                                                            |  | 116.635.563 |  | 92.194   
|                                                                                                                                                           |  |                                                                                                            |  |             |  |          
|                                                                                                                                                           |  | Average number of employees                                                                                |  | 264         |  | 225      
|                                                                                                                                                           |  |                                                                                                            |  |             |  |          
|                                                                                                                                                          
|Included in staff costs is wages to the Management to the amount of 2,688 DKK000 (2004: 2,544 DKK000) and pensions with 118 DKK000
(2004: 107 DKK000).
|                                                                                                                                                           |  |                                                                                                            | 
|3                                                                                                                                                          |  | Fees paid to independent auditor                                                                           |  |             |  |          
|                                                                                                                                                           |  | Audit fee                                                                                                  |  | 315.000     |  | 213      
|                                                                                                                                                           |  | Non-audit fee                                                                                              |  | 19.400      |  | 99       
|                                                                                                                                                           |  |                                                                                                            |  |             |  |          
|                                                                                                                                                           |  |                                                                                                            |  | 334.400     |  | 312      
|                                                                                                                                                           |  |                                                                                                            |  |             |  |          
|4                                                                                                                                                          |  | Depreciation and impairment                                                                                |  |             |  |          
|                                                                                                                                                           |  | Patents                                                                                                    |  | 459.441     |  | 561      
|                                                                                                                                                           |  | Completed development projects                                                                             |  | 1.819.341   |  | 1.521    
|                                                                                                                                                           |  | Buildings                                                                                                  |  | 4.057.099   |  | 4.057    
|                                                                                                                                                           |  | Plant and machinery                                                                                        |  | 21.467.309  |  | 20.607   
|                                                                                                                                                           |  | Fixtures and fittings, tools and equipment                                                                 |  | 456.377     |  | 630      
|                                                                                                                                                           |  |                                                                                                            |  |             |  |          
|                                                                                                                                                           |  |                                                                                                            |  | 28.259.567  |  | 27.376   
|                                                                                                                                                           |  |                                                                                                            |  |             |  |          



18



---

Notes to the financial statements



|     |  |                                                                  |  |             |  |                    |  |                              |  |                                          
|---- |  | ---------------------------------------------------------------- |  | ----------- |  | ------------------ |  | ---------------------------- |  | -----------------------------------------
|Note |  |                                                                  |  | Patents     |  | Patents inprogress |  | Completeddevelopmentprojects |  | Developmentprojects inprogress           
|     |  |                                                                  |  | (unaudited) |  | (unaudited)        |  | (unaudited)                  |  | (unaudited)                              
|5    |  | Intangible assets                                                |  |             |  |                    |  |                              |  |                                          
|     |  | Cost at 1 January 2005                                           |  | 3.087.732   |  | 0                  |  | 7.603.153                    |  | 5.998.360                                
|     |  | Additions                                                        |  | 268.821     |  | 103.812            |  | -1.006.915                   |  | 0                                        
|     |  | Disposals                                                        |  | 0           |  | 0                  |  | 0                            |  | 0                                        
|     |  | Transferred                                                      |  | 0           |  | 0                  |  | 5.487.559                    |  | -5.487.559                               
|     |  |                                                                  |  |             |  |                    |  |                              |  |                                          
|     |  | Cost at 31 December 2005                                         |  | 3.356.553   |  | 103.812            |  | 12.083.797                   |  | 510.801                                  
|     |  |                                                                  |  |             |  |                    |  |                              |  |                                          
|     |  | Impairment and amortisation 1 January 2005                       |  | 1.241.359   |  | 0                  |  | 2.154.227                    |  | 0                                        
|     |  | Amortisation                                                     |  | 459.441     |  | 0                  |  | 1.819.341                    |  | 0                                        
|     |  | Disposals                                                        |  | 0           |  | 0                  |  | 0                            |  | 0                                        
|     |  |                                                                  |  |             |  |                    |  |                              |  |                                          
|     |  | Impairment and amortisation 31 December 2005                     |  | 1.700.800   |  | 0                  |  | 3.973.568                    |  | 0                                        
|     |  |                                                                  |  |             |  |                    |  |                              |  |                                          
|     |  | Carrying amount at 31 December 2005                              |  | 1.655.753   |  | 103.812            |  | 8.110.229                    |  | 510.801                                  
|     |  |                                                                  |  |             |  |                    |  |                              |  |                                          
|     |  | Amortised over                                                   |  | 5 år        |  |                   |  | 5 år                         |  |                                         
|     |  |                                                                  |  |             |  |                    |  |                              |  |                                          
|     |  |                                                                  |  |             | 
|     |  |                                                                  |  | Buildings   |  | Plant andmachinery |  | Fixtures andfittings         |  | Property, plantand equipmentunder constr.
|     |  |                                                                  |  | (unaudited) |  | (unaudited)        |  | (unaudited)                  |  | (unaudited)                              
|6    |  | Property, plant and equipment                                    |  |             |  |                    |  |                              |  |                                          
|     |  | Cost at 1 January 2005                                           |  | 190.186.666 |  | 437.368.437        |  | 8.435.672                    |  | 1.124.300                                
|     |  | Additions                                                        |  | 0           |  | 6.558.543          |  | 544.148                      |  | 14.978.315                               
|     |  | Disposals                                                        |  | 0           |  | -572.707           |  | -968.611                     |  | 0                                        
|     |  | Transferred                                                      |  | 0           |  | 506.269            |  | 0                            |  | -506.269                                 
|     |  |                                                                  |  |             |  |                    |  |                              |  |                                          
|     |  | Cost at 31 December 2005                                         |  | 190.186.666 |  | 443.860.542        |  | 8.011.209                    |  | 15.596.346                               
|     |  |                                                                  |  |             |  |                    |  |                              |  |                                          
|     |  | Impairment and amortisation 1 January 2005                       |  | 113.395.551 |  | 307.732.339        |  | 6.616.835                    |  | 0                                        
|     |  | Amortisation                                                     |  | 4.057.099   |  | 21.467.309         |  | 456.377                      |  | 0                                        
|     |  | Disposals                                                        |  | 0           |  | -417.599           |  | -700.812                     |  | 0                                        
|     |  |                                                                  |  |             |  |                    |  |                              |  |                                          
|     |  | Impairment and amortisation 31 December 2005                     |  | 117.452.650 |  | 328.782.049        |  | 6.372.400                    |  | 0                                        
|     |  |                                                                  |  |             |  |                    |  |                              |  |                                          
|     |  | Carrying amount at 31 December 2005                              |  | 72.734.016  |  | 115.078.493        |  | 1.638.809                    |  | 15.596.346                               
|     |  |                                                                  |  |             |  |                    |  |                              |  |                                          
|     |  | Amortised over                                                   |  | 25 år       |  | 8 - 15 år          |  | 3 - 8 år                     |  |                                         
|     |  |                                                                  |  |             |  |                    |  |                              |  |                                          
|     |  | Assets held under finance leases                                 |  | 0           |  | 0                  |  | 0                            |  | 0                                        
|     |  |                                                                  |  |             |  |                    |  |                              |  |                                          
|     |  | Official annual valuation of Danish properties at 1 January 2005 |  | 43.500.000  |  |                    |  |                              |  |                                          
|     |  |                                                                  |  |             |  |                    |  |                              |  |                                          



19



---

Notes to the financial statements





|     |  |                                                    |  |              |  |             
|---- |  | -------------------------------------------------- |  | ------------ |  | ------------
|Note |  |                                                    |  | 2005 DKK     |  | 2004 DKK000
|     |  |                                                    |  | (unaudited)  |  |             
|7    |  | Receivables                                        |  |              |  |             
|     |  | Receivables with more than one years maturity      |  | 0            |  | 0           
|     |  |                                                    |  |              |  |             
|8    |  | Contract work in progress                          |  |              |  |             
|     |  | Contract work in progress                          |  | 254.975.033  |  | 125.560     
|     |  | Progress billing                                   |  | -316.864.827 |  | -124.074    
|     |  |                                                    |  |              |  |             
|     |  | Net contract work in progress                      |  | -61.889.794  |  | 1.486       
|     |  |                                                    |  |              |  |             
|     |  | Recognised as follows:                             |  |              |  |             
|     |  | Contract work in progress                          |  | 7.053.523    |  | 8.021       
|     |  | Prepayments                                        |  | -68.943.317  |  | -6.536      
|     |  |                                                    |  |              |  |             
|     |  |                                                    |  | -61.889.794  |  | 1.485       
|     |  |                                                    |  |              |  |             
|9    |  | Prepayments                                        |  |              |  |             
|     |  | Value adjustment of hedging instruments            |  | 0            |  | 6.575       
|     |  | Others                                             |  | 1.517.500    |  | 1.133       
|     |  |                                                    |  |              |  |             
|     |  |                                                    |  | 1.517.500    |  | 7.708       
|     |  |                                                    |  |              |  |             
|10   |  | Equity                                             |  |              |  |             
|     |  | Equity 1 January 2005                              |  | 131.096.637  |  | 132.312     
|     |  | Paid in capital                                    |  | 0            |  | 60.000      
|     |  | Loss for the year                                  |  | 18.239.345   |  | -64.785     
|     |  | Value adjustment of hedging instruments, end       |  | 454.265      |  | 3.677       
|     |  | Value adjustment of hedging instruments, beginning |  | -3.677.000   |  | -107        
|     |  |                                                    |  |              |  |             
|     |  | Equity 31 December 2005                            |  | 146.113.247  |  | 131.097     
|     |  |                                                    |  |              |  |             
|     |  | Specification of equity:                           |  |              |  |             
|     |  | Paid in capital 1 January 2005                     |  | 779.808.000  |  | 719.808     
|     |  | Paid in this year                                  |  | 0            |  | 60.000      
|     |  |                                                    |  |              |  |             
|     |  | Paid in capital 31 December 2005                   |  | 779.808.000  |  | 779.808     
|     |  |                                                    |  |              |  |             
|     |  | Retained earnings 1 January 2005                   |  | -648.711.363 |  | -587.496    
|     |  | Transferred from proposed distribution of loss     |  | 18.239.345   |  | -64.785     
|     |  | Value adjustment of hedging instruments            |  | -3.222.735   |  | 3.570       
|     |  |                                                    |  |              |  |             
|     |  | Retained earnings 31 December 2005                 |  | -633.694.753 |  | -648.711    
|     |  |                                                    |  |              |  |             
|     |  | Equity 31 December 2005                            |  | 146.113.247  |  | 131.097     
|     |  |                                                    |  |              |  |             



20



---

Notes to the financial statements



|     |  |                                                            |  |              |  |             
|---- |  | ---------------------------------------------------------- |  | ------------ |  | ------------
|Note |  |                                                            |  | 2005 DKK000 |  | 2004 DKK000
|     |  |                                                            |  | (unaudited)  |  |             
|11   |  | Contingent liabilities and other obligations               |  |              |  |             
|     |  | Lease obligations                                          |  |              |  |             
|     |  | Lease obligations for service and buildings amounts to:    |  |              |  |             
|     |  | 0 - 1 year                                                 |  | 8.400        |  | 9.390       
|     |  | 1 - 5 years                                                |  | 8.121        |  | 2.364       
|     |  |                                                            |  |              |  |             
|     |  |                                                            |  | 16.521       |  | 11.754      
|     |  |                                                            |  |              |  |             
|     |  | Contingent liabilities                                     |  |              |  |             
|     |  | The company has no contingent liabilities                  |  |              |  |             
|12   |  | Currency and interest rate risk and the use of derivatives |  |              |  |             

As part of the hedging of recognized and unrecognized transactions, NKT Flexibles I/S uses uses
forward exchange contracts. Currencies which is part of the EMU-coorporation is not hedged. Hedging of recognised transactions comprises receivables and payables.

Currency risk



DKK000Currency

Payment/ maturity

Recei- vables

Payables

Hedged by forward contracts

Net position(unaudited)

(unaudited)

(unaudited)

(unaudited)EUR

< 1 year

72.723

30.322

0

42.401USD

< 1 year

4.103

4.545

0

-442GBP

< 1 year

11.122

4.322

6.800

0


Anticipated future transactions

The company hedges anticipated currency risks concerning already signed contracts on construction contracts and purchase of raw materials with forward
contracts.



DKK000

Period

Contractual value

Deferred recognition in the income statement of gains/ loss (-) expected to be realized after the balance sheet date2005

2004

2005

2004(unaudited)



(unaudited)Forward contracts

0 - 6 months

122.371

91.427

454

3.677




21



---

Notes to the financial statements



|     |  | 
|---- |  | 
|Note |  | 



|13 | Related party disclosures
|-- | -------------------------

Significant
influence

SubSeaFlex Holding A/S,

Danco A/S

Other related parties

Further, the companys related parties comprise Board of directors, Management and executive employees.

Owners

SubSeaFlex Holding A/S

Vibeholms Allé 25

2605 Brøndby

Ownership: 51 %

(SubSeaFlex Holding A/S
is owned by NKT Holding A/S)

Danco A/S

Stranden

Postboks 1524 Vika

0117 Oslo

Norway

Ownership: 49 %

(Danco AS is owned by Acergy)

Transactions with related parties

The owners of the company has granted loans amounting to 150 mill
DKK as of 31/12 2005. The loans have been granted on market conditions.

Sale of products to Acergy in the finance year amounts to 22 %
of the turnover. The sale has taken place on market conditions.



22



---

Note 14  Reconciliation to United States generally accepted accounting principles (U.S. GAAP)

The Financial Statements for 2005 have been prepared in accordance with the provisions of the Danish Financial Statements Act (Danish GAAP), which differ in certain
respects from U.S. GAAP.

The following is a summary of the adjustments to net income for the year ended December 31, 2005 and equity as of
December 31, 2005, necessary to reconcile those to net income and equity determined in accordance with U.S. GAAP.

Reconciliation of net income and
equity under Danish GAAP to U.S. GAAP

(All figures in DKK thousand)



|                                                                                                |  |    |   |  |                                           |  |                             |  
|----------------------------------------------------------------------------------------------- |  | -- | - |  | ----------------------------------------- |  | --------------------------- | -
|                                                                                                |  |    |   |  | Net loss forthe yearendedDecember 31,2005 |  | Equity asofDecember 31,2005 |  
|                                                                                                |  |    |   |  | (unaudited)                               |  |                             |  
|As reported under Danish GAAP                                                                   |  |    |   |  | 18,239                                    |  | 146,113                     |  
|Reversal of capitalized development costs, net of accumulated amortization as of 1 January 2005 |  | (a | ) |  |                                          |  | (11,447                     | )
|Development costs incurred in 2005                                                              |  | (a | ) |  | 1,007                                     |  | 1,007                       |  
|Amortization of development costs in 2005                                                       |  | (a | ) |  | 1,819                                     |  | 1,819                       |  
|                                                                                                |  |    |   |  |                                           |  |                             |  
|As reported under U.S. GAAP                                                                     |  |    |   |  | 21,065                                    |  | 137,492                     |  
|                                                                                                |  |    |   |  |                                           |  |                             |  



23



---

|(a) | Development costs
|--- | -----------------

According to Danish GAAP development
projects that are clearly defined and identifiable, where the technical utilization degree, sufficient resources and a potential future market or development opportunities in the enterprise is evidenced, and where the enterprise intends to produce,
market or use the project, are recognized as intangible assets provided that the cost can be measured reliably and that there is sufficient assurance that future earnings can cover production costs, selling and administrative expenses and
development costs. Other development costs are recognized in the income statement when incurred.

Capitalized development costs are measured at the lower
of cost less accumulated amortization and the recoverable amount.

Following the completion of the development work, development costs are amortized on a
straight-line basis over the estimated useful life. The amortization period is five years.

Intangible assets are written down to the recoverable amount if
this is lower than the carrying amount. Impairment tests are conducted annually of each individual asset or group of assets.

Under US GAAP
development costs are expensed as incurred.



24