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Technip-Coflexip Announces First Quarter 2003 Results; Income from Operations Up Increase in Backlog.


Business Editors

PARIS--(BUSINESS WIRE)--May 22, 2003

Technip-Coflexip (NYSE NYSE

See: New York Stock Exchange
:TKP TKP Türkiye Komünist Partisi (Communist Party of Turkey; formerly Sosyalist Iktidar Partisi, Party of Socialist Power)
TKP Tulajdonképpen (Hungarian)
TKP Tausender-Kontaktpreis
TKP Tamarind Kernel Powder
)(Euronext Euronext N.V. is a pan-European stock exchange based in Paris[1] :13170)

-- Quarter End Backlog Backlog

The total value of sales orders waiting to be fulfilled.

Notes:
This figure is used mainly in the manufacturing industry. Increases or decreases in a company's backlog indicate the future direction of sales and earnings.
: EUR EUR

In currencies, this is the abbreviation for the Euro.

Notes:
The currency market, also known as the Foreign Exchange market, is the largest financial market in the world, with a daily average volume of over US $1 trillion.
 6,091 Million

-- Revenue: EUR 1,099 Million

-- Income from Operations: EUR 44 Million

-- Net Income pre-Goodwill: EUR 23 Million

-- Net Income: EUR (3.5) Million

-- Fully Diluted di·lute  
tr.v. di·lut·ed, di·lut·ing, di·lutes
1. To make thinner or less concentrated by adding a liquid such as water.

2. To lessen the force, strength, purity, or brilliance of, especially by admixture.
 Adjusted EPS (Encapsulated PostScript) A PostScript file format used to transfer a graphic image between applications and platforms. EPS files contain PostScript code as well as an optional preview image in TIFF, WMF, PICT or EPSI, the latter being an ASCII-only format. : EUR 0.79

-- Fully Diluted Adjusted E/ADS: $ 0.18

The Board of Directors of Technip-Coflexip (NYSE:TKP) (Euronext:13170) has approved the unaudited consolidated accounts for the first quarter of 2003, established new corporate governance Corporate Governance

The relationship between all the stakeholders in a company. This includes the shareholders, directors, and management of a company, as defined by the corporate charter, bylaws, formal policy, and rule of law.
 standards, and approved the terms and conditions of the proposed merger between Technip-Coflexip and Coflexip.

Daniel Daniel, book of the Bible
Daniel, book of the Bible. It combines "court" tales, perhaps originating from the 6th cent. B.C., and a series of apocalyptic visions arising from the time of the Maccabean emergency (167–164 B.C.
 Valot, Chairman and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. , commented: "Earnings this quarter are broadly in line with our expectations. Compared to the same quarter last year, which was on the low side, our first quarter 2003 figures show a moderate improvement in revenues expressed in euros and a substantial growth in income from operations.

"The weakness of the U.S. dollar and British pound versus the euro has a negative impact on our revenues and earnings, since a significant portion of our activity comes from contracts denominated in these currencies. However, we have been able thus far, principally through cost reductions, to maintain our competitive position, as demonstrated by the increase in new orders awarded to the Group since the beginning of 2003.

"We are particularly pleased to see that the implementation of our strategic goals is now taking shape with the award in April 2003 of the Dalia Dalia may refer to:
  • Dalia (kibbutz), a kibbutz in Israel
  • Dalia (name), an Arabic name, which means the arbor that supports grapevines; and also a Hebrew name
  • Dalia (mythology), A Lithuanian goddess
  • Dalia, the Latinized name for Dalsland, Sweden
 contracts, for both the FPSO FPSO Floating Production Storage and Off-loading (shipping & oil industry)
FPSO Foster Parent Society of Ontario
FPSO Fleet Publication Supply Office
 and subsea Subsea is a general term frequently used to refer to equipment, technology, and methods employed to explore, drill, and develop oil and gas fields that exist below the ocean floors. This may be in "shallow" or "deepwater".  packages. This first very significant award shows that through the merger of the teams and assets coming from Technip Technip is a French engineering company, headquartered in La Défense, Paris. It has a workforce of over 21,000 people worldwide, and annual revenues of over 5.3 billion euros (2005, IFRS). , Coflexip and Aker Aker can refer to:
  • Aker (god), a god in ancient Egyptian mythology
  • Aker, Norway, A former municipality in Norway
  • Aker ASA, parent company in the Aker Group based in Oslo, Norway
 Deepwater Deepwater or Deep Water may refer to:
  • Deep Water (novel), a 1957 novel by Patricia Highsmith
  • Deep Water (song), by Australian artist Richard Clapton in 1977
  • Deep Water, West Virginia
  • Deep Water (film)
, we have created a world-class world-class
adj.
1. Ranking among the foremost in the world; of an international standard of excellence; of the highest order: a world-class figure skater.

2.
 engineering and construction player trusted by the most demanding oil companies to execute large integrated projects related to deep offshore developments.

"This contract comes shortly after the award of the GTL GTL - Gunning Transceiver Logic  contract in Qatar and the Pechiney contract for an aluminium smelter in South Africa South Africa, Afrikaans Suid-Afrika, officially Republic of South Africa, republic (2005 est. pop. 44,344,000), 471,442 sq mi (1,221,037 sq km), S Africa. , in addition to other major contracts. As a result, our substantial, high quality backlog confirms our belief that in 2003/2004 Technip-Coflexip is entering into a new growth cycle, driven by offshore development, international gas and industrial projects."

OPERATIONAL HIGHLIGHTS

1. During the first quarter of 2003, Technip-Coflexip was awarded new orders totaling EUR 1,528 million (EUR 1,115 million for the fourth quarter 2002 and EUR 1,703 million for the first quarter of 2002). Primary wins included:

-- a USD USD

In currencies, this is the abbreviation for the U.S. Dollar.

Notes:
The currency market, also known as the Foreign Exchange market, is the largest financial market in the world, with a daily average volume of over US $1 trillion.
 675 million contract awarded by Oryx oryx (ôr`ĭks), name for several small, horselike antelopes, genus Oryx, found in deserts and arid scrublands of Africa and Arabia. They feed on grasses and scrub and can go without water for long periods.  GTL Ltd. for the

design and construction of a major gas-to-liquids (GTL)

complex, to be located in Ras Laffan Industrial City, Qatar;

-- a USD 82 million contract awarded by ConocoPhillips for the

subsea tie back of 14 subsea wells to existing platforms in

the Block B of the Natuna Sea, Indonesia; and

-- a EUR 60 million contract awarded by Statoil for the

installation of the infield Infield is a widely used term in sports terminology, its meaning depends on in what sport it is used. In baseball
In baseball the baseball diamond plus a rounded region beyond it (see diagram), usually clear of grass, in contrast to the more distant, usually grass-covered
 flowlines, umbilicals and subsea

structures at the Kristin field, offshore Norway.

As of March 31, 2003, the backlog(a) was EUR 6,091 million (which is equivalent to 16.6 months of revenues), up 5.5% compared to the backlog of EUR 5,776 million registered at the end of 2002. The Offshore Branch backlog of EUR 1,609 million was sequentially off 8.6%. This was mostly due to a decrease in the floater/integrated fixed business segment, as the backlog in the subsea umbilicals, risers and flowlines (SURF surf: see wave, in oceanography; beach. ) business segment remained unchanged at EUR 1.1 billion. The Onshore/Downstream Branch backlog was up 13.8% to EUR 4,126 million compared to the end of 2002. The Industries backlog as of March 31, 2003 was EUR 356 million, down 8.7% compared to its year end 2002 level. Exchange rates fluctuations since the beginning of the year resulted in a decrease of EUR 154 million in the backlog.

2. In addition, contracts signed but not yet in force ("pre-backlog" -- not included in the backlog total) during the first quarter of 2003 amounted to approximately EUR 700 million. These included the following contracts:

-- a USD 600 million contract (Group share USD 300 million)

awarded by Pechiney for the construction of an aluminium

smelter in the Republic of South Africa;

-- a EUR 173 million contract (Group share EUR 173 million)

awarded by Petrochemical petrochemical, any one of a large group of chemicals derived from a component of petroleum or natural gas. The cracking processes for manufacturing gasoline produce vast quantities of gaseous hydrocarbons.  Industries Development Management

Company, an affiliate of the National Petrochemical Company of

Iran (NPC 1. (complexity) NPC - NP-complete.
2. (architecture) NPC - Next Program Counter.
), for the design and construction of a steamcracker

to be built on Kharg Island Kharg Island (Persian: جزیره خارک) is a continental island in the Persian Gulf belonging to Iran.  in the Persian Gulf Persian Gulf, arm of the Arabian Sea, 90,000 sq mi (233,100 sq km), between the Arabian peninsula and Iran, extending c.600 mi (970 km) from the Shatt al Arab delta to the Strait of Hormuz, which links it with the Gulf of Oman. ; and

-- a USD 205 million lump sum Lump sum

A large one-time payment of money.
 turnkey See turnkey system.  contract (Group share USD

160 million) awarded by Shanghai Shanghai (shăng`hī`, shäng`hī`), city (1994 est. pop. 12,980,000), in, but independent of, Jiangsu prov., E China, on the Huangpu (Whangpoo) River where it flows into the Chang (Yangtze) estuary.  Secco Petrochemical Company

for the design and construction of two polyethylene polyethylene (pŏl'ēĕth`əlēn), widely used plastic. It is a polymer of ethylene, CH2=CH2, having the formula (-CH2-CH2-)n  plants at

Caojing, Shanghai, China;

3. Since the end of the first quarter 2003, main contracts awarded to Technip-Coflexip amount to more than EUR 1.1 billion and include:

-- two major contracts with a combined value of USD 1,220 million

(Group share USD 780 million) awarded by Total and its

partners for the floating, production, storage, offloading

facility (FPSO) and for the SURF package related to the

development of the Dalia oil field, offshore Angola; and

-- a USD 566 million lump sum turnkey contract (Group share USD

374 million) awarded by Abu Dhabi Abu Dhabi (ä`b thä`bē, zä–, dä–), Arab. Abu Zabi, sheikhdom (1995 pop. 928,360), c.  Company for Onshore on·shore  
adj.
1. Moving or directed toward the shore: an onshore wind.

2. Located on the shore: an onshore beacon; an onshore patrol.

adv.
 Oil

Operations (ADCO ADCO Abu Dhabi Company for Onshore Oil Operations
ADCO Alcohol and Drug Control Officer
ADCO Air Defense Control Center
ADCO Alcohol & Drug Control Office
ADCO Air Defense Communications Office
ADCO Air Defense Coordination Organization
) for the North East Bab Bab: see Babism.  (NEB) phase 1

project;

As a result, in addition to the backlog registered as of March 31, 2003 (and without taking into account smaller size contracts), the Group has in hand approximately EUR 1.8 billion worth of contracts which should enter into the backlog starting in the second quarter of 2003.

Revenues of EUR 1,099 million for the first quarter of 2003, up 2% compared to the first quarter of 2002, were significantly impacted by the weakening weak·en  
tr. & intr.v. weak·ened, weak·en·ing, weak·ens
To make or become weak or weaker.



weaken·er n.
 of the U.S. dollar and other currencies (by an estimated amount of EUR 116 million) and by the disposal of non-strategic assets in 2002 (by about EUR 15 million).

Growth in revenues was 7.8% in the Offshore Branch and 8.3% in the Industries Branch, while revenues in the Onshore/Downstream Branch were down 4.3% compared to the first quarter of 2002.

Income from operations (EBITA EBITA Earnings Before Interest Taxes Amortization ) for the first quarter of 2003 amounted to EUR 44.4 million, up 32% from EUR 33.7 million for the first quarter of 2002. The Group's EBITA margin for the first quarter of 2003 improved to 4.0% versus 3.1% for the first quarter of 2002.

Most of the margin improvement is due to a reduction in depreciation expenses which were EUR 29.9 million during the period (22% lower than the EUR 38.3 million charged in the first quarter of 2002). Roughly half of this decrease comes from the Group's asset disposals over the prior 12 month period. The other half comes mainly from the depreciation of the U.S. dollar and British pound.

The EBITA margin in the Offshore Branch was 4.6% in the first quarter of 2003 (versus 2.0% for the first quarter of 2002). Sustained performance in West Africa West Africa

A region of western Africa between the Sahara Desert and the Gulf of Guinea. It was largely controlled by colonial powers until the 20th century.



West African adj. & n.
 was balanced by slow activity in the North Sea and Gulf of Mexico Noun 1. Gulf of Mexico - an arm of the Atlantic to the south of the United States and to the east of Mexico
Golfo de Mexico

Atlantic, Atlantic Ocean - the 2nd largest ocean; separates North and South America on the west from Europe and Africa on the east
. In the accounts of Coflexip (see separate press release), a provision was made to cover foreseeable fore·see  
tr.v. fore·saw , fore·seen , fore·see·ing, fore·sees
To see or know beforehand: foresaw the rapid increase in unemployment.
 losses on a deepwater pipe-laying contract in the Gulf of Mexico. This charge had no impact on the Group's first quarter 2003 consolidated accounts: at the end of 2002 for the evaluation of the Coflexip acquisition goodwill, a provision was included covering various technological risks associated with Coflexip projects awarded prior to its acquisition by Technip.

In the Onshore/Downstream Branch, the EBITA margin was 3.7% in the first quarter (4.7% for the first quarter of 2002). In the Industries Branch, the EBITA margin was 2.9% in the first quarter of 2003 (versus 0.9% for the first quarter of 2002 which was affected by losses on some contracts).

First quarter 2003 net income pre-goodwill amounted to EUR 22.8 million, up 46% compared to EUR 15.6 million during the same period one year earlier. Net income post-goodwill totaled EUR (3.5) million for the first quarter of 2003 compared to EUR (13.3) million for the first quarter of 2002.

Net income adjusted for the purpose of calculating fully diluted EPS amounted to EUR 23.0 million, up from EUR 19.2 million during the same period one year ago. Fully diluted adjusted EPS and E/ADS were EUR 0.79 and USD 0.18, respectively.

First quarter 2003 net income reconciled to U.S. generally applied accounting principles (GAAP GAAP

See: Generally Accepted Accounting Principles


GAAP

See generally accepted accounting principles (GAAP).
) amounted to EUR 14.1 million (unaudited). The main adjustment to reported French GAAP first quarter 2003 net income of EUR (3.5) million is the non-inclusion of goodwill amortization of EUR (26.3) million.

During the first quarter of 2003, cash from operations was EUR 63.7 million.

Capital spending capital spending

Spending for long-term assets such as factories, equipment, machinery, and buildings that permits the production of more goods and services in future years.
 reached EUR 24.8 million and was more than offset by:

-- the down payment of EUR 10 million related to the sale of the

Group's headquarters in La Defense (payment in full to be

received at the end of 2003); and

-- the first payment of EUR 31.4 million received from Aker

toward the acquisition price adjustment of Aker Deepwater.

With the change in working capital amounting to EUR (68.4) million, total net debt as of March 31, 2003 amounted to EUR 506 million, unchanged from December 31, 2002 and more than 50% lower than its first quarter 2002 level (EUR 1,036 million). Gearing at the end of the first quarter of 2003 was 25.2%.

CORPORATE GOVERNANCE

The Board of Directors appointed Mr. Olivier Appert as a new director, succeeding Mr. Claude Mandil Claude Mandil is the former Executive Director of the International Energy Agency. He has born in 1942 in Lyon, France. He is graduated from the France’s École Polytechnique and École des Mines.  who resigned after being appointed to a new position. The Board also decided to adapt its corporate governance practices to conform to Verb 1. conform to - satisfy a condition or restriction; "Does this paper meet the requirements for the degree?"
fit, meet

coordinate - be co-ordinated; "These activities coordinate well"
 those outlined in the Bouton bouton /bou·ton/ (boo-tahn´) [Fr.] a buttonlike swelling on an axon where it has a synapse with another neuron.

synaptic bouton  b. terminal.
 Report and the Sarbanes-Oxley Act See SOX. . As a result, the Board adopted a charter defining the rights and duties of directors, as well as a code of conduct for the Board itself and for each of the three following Board committees:

-- The Audit Committee: Daniel Lebegue (Chairman), Miguel

Caparros, Roger Milgrim and Pierre Vaillaud;

-- The Strategic Committee: Jacques Deyirmendjian (Chairman),

Olivier Appert, Roger Cairns Cairns, city (1991 pop. 64,463), Queensland, NE Australia, on Trinity Bay. It is a principal sugar port of Australia; lumber and other agricultural products are also exported. The city's proximity to the Great Barrier Reef has made it a tourist center.  and Pierre Vaillaud; and

-- The Nominations and Compensation Committee: Bruno Weymuller

(Chairman), Jean-Pierre Lamoure and Rolf-Erik Rolfsen.

MERGER WITH COFLEXIP

The Board of Directors unanimously approved the terms and conditions of the merger between Technip-Coflexip and Coflexip. The Board decided that the exchange ratio would be nine Technip-Coflexip shares for eight Coflexip shares, unchanged from the 2001 public offering. As a result of the exchange, approximately 330,000 new shares will be issued, or 1.4% of outstanding shares. The Board also decided to change the Group's name from Technip-Coflexip to Technip. The Board has convened at meeting of shareholders to be held on July 3, 2003 (second call: July 11, 2003), for the purpose of approving these various decisions.

Statements in this document that are not historical fact are forward-looking statements forward-looking statement

A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections.
 within the meaning of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and  of 1995, including forward-looking statements with respect to the financial condition, results of operations, business and business cycles, competitiveness and strategy of the Technip-Coflexip Group. Such statements are based on a number of assumptions, expectations and forecasts that could ultimately prove inaccurate, and are subject to a number of risks and uncertainties that could cause actual results to differ materially, including currency fluctuations, the level of capital expenditure in the oil and gas industry as well as other industries, the timing of development of energy resources, construction and project risks, armed conflict or political instability instability /in·sta·bil·i·ty/ (-stah-bil´i-te) lack of steadiness or stability.

detrusor instability
 in the Persian Gulf or other regions, the strength of competition, interest rate fluctuations, control of costs and expenses, the reduced availability of government-sponsored export financing, the timing and success of anticipated integration synergies and stability in developing countries. For a further description of such risks and uncertainties, see the reports filed by Technip-Coflexip with the Securities and Exchange Commission and the "Commission des Operations de Bourse bourse (brs), term applied to a European stock exchange. The first international bourse was established in Antwerp in the 16th cent. ." Technip-Coflexip disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

The financial information contained in this document has been prepared in accordance Accordance is Bible Study Software for Macintosh developed by OakTree Software, Inc.[]

As well as a standalone program, it is the base software packaged by Zondervan in their Bible Study suites for Macintosh.
 with French GAAP, and certain elements would differ materially upon reconciliation to US GAAP.

With a workforce of about 19,000 persons, Technip-Coflexip ranks among the top five corporations in the field of oil, gas and petrochemical engineering, construction and services. Headquartered in Paris, the Group is listed in New York New York, state, United States
New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of
 (NYSE: TKP) and in Paris (Euronext: 13170). The main engineering and business centers of Technip-Coflexip are located in France, Italy, Germany, the UK, Norway, Finland, the Netherlands, the Netherlands, The
 officially Kingdom of The Netherlands byname Holland

Country, northwestern Europe. Area: 16,034 sq mi (41,528 sq km). Population (2005 est.): 16,300,000. Capital: Amsterdam. Seat of government: The Hague. Most of the people are Dutch.
 United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. , Brazil, Abu-Dhabi, China, India, Malaysia and Australia. The Group has high-quality industrial and construction facilities in France, Brazil, the UK, the USA, and Finland as well as a world-class fleet of offshore construction vessels.

(a) The remaining portion of contracts under execution.

                                ANNEX I
                   CONSOLIDATED STATEMENT OF INCOME
                              French GAAP
                               Unaudited

Euros in Millions except EPS                          First Quarter
E/ADS in US Dollars                                   2003      2002

Net Sales                                           1,099.4   1,075.7
Cost of Sales                                      (1,025.1) (1,003.7)
Depreciation and Amortization excluding Goodwill      (29.9)    (38.3)

Income from Operations (1)                             44.4      33.7

Financial Result                                       (6.6)    (13.2)
Provision for Redemption Premium on Convertible
 Bonds                                                 (3.9)     (3.1)
Non-Operating Income (Loss)                             3.5      (0.5)
Income Tax                                            (14.5)     (2.0)
Income of Equity Affiliates                              --       0.9
Minority Interests                                     (0.1)     (0.2)

Net Income pre-Goodwill                                22.8      15.6

Goodwill Amortization                                 (26.3)    (28.9)

Net Income                                             (3.5)    (13.3)


Net Income for EPS Computation:
Net Income                                             (3.5)    (13.3)
Less:
   Non-Operating Income (Loss)                          3.5      (0.5)
Plus:
   Goodwill Amortization                               26.3      28.9
   Convertible Bond Financial Costs (After Tax)         3.7       3.1

Adjusted Net Income (2)                                23.0      19.2

Adjusted EPS (3)                                       0.79      0.68

Adjusted E/ADS (4)                                     0.18      0.16

(1) Income from operations, or earnings before interest, taxes and
    goodwill amortization (EBITA), is used for informational purposes
    only. It allows, in the Group's opinion, to make more meaningful
    comparisons between its operational performance and those of its
    peers who may use different accounting standards, such as US GAAP.

(2) Adjusted net income is calculated for information purposes only.
    It allows, in the Group's opinion, to make more meaningful
    comparisons between its net income and those of its peers who may
    use different accounting standards, such as US GAAP (which,
    contrary to French GAAP, do not allow the amortization of
    goodwill). Furthermore, the Group is currently accruing on a
    quarterly basis the cost of the redemption premium associated with
    the possibility that convertible bonds due in January 2007 would
    not be redeemed for ordinary shares. However, the amount of fully
    diluted shares includes those shares that would be issued in the
    event that all outstanding convertible bonds would be redeemed for
    shares. In such an event, the redemption premium would not be
    paid, and therefore the associated post tax amount is accordingly
    added back. Non-operating income (loss) is excluded.

(3) Number of fully diluted shares as of March 31, 2003: 28,932,375

(4) E/ADS is in U.S. dollars and is calculated using the Federal
    Reserve Bank of New York noon buying rate (USD/EUR) of 1.0900 as
    of March 31, 2003. One ADS is equal to one-fourth of an ordinary
    share.

                               ANNEX II
                      CONSOLIDATED BALANCE SHEET
                              French GAAP
                               Unaudited

Euros in Millions                Mar. 31, Dec. 31,  Sept. 30, June 30,
                                   2003    2002/a      2002    2002/a
             Assets

Non-Current Assets                 3,324     3,518     3,552    3,659
Contracts in Progress,
 Inventories & Deferred Bid
 Costs, net                        5,337     4,977     5,660    5,499
Premium for Redemption of
 Convertible Bonds                    67        74        81       86
Receivables & Other Current
 Assets, net                       1,455     1,296     1,224    1,149
Cash & Cash Equivalents              726       741       731      702
   Total Assets                   10,909    10,606    11,249   11,095

Liabilities & Shareholders' Equity

Shareholders' Equity               2,007     2,026     2,020    2,084
Minority Interests                    12        16        32       20
Financial Debt                     1,232     1,247     1,383    1,623
Premium for Redemption of
 Convertible Bonds                    88        90        93       93
Progress Payments on Contracts     5,751     5,420     6,020    5,533
Accrued Liabilities                  323       329       337      309
Other Liabilities                  1,497     1,478     1,363    1,433
   Total Liabilities &
    Shareholders' Equity          10,909    10,606    11,249   11,095

/a  Audited


          Changes in Shareholders Equity - First Quarter 2003
                           Euros in Millions

Shareholders' Equity as of December 31, 2002                  2,026.3
Net Income of the first quarter of 2003                          (3.5)
Foreign Exchange Translation Adjustment                         (16.2)
Shareholders' Equity as of March 31, 2003                     2,006.6



              Foreign Exchange Conversion Rates vs. Euro

                  Statement of Income            Balance Sheet
               Mar 31  Dec 31   Mar 31    Mar 31    Dec 31    Mar 31
                 2003    2002     2002      2003      2002      2002

      USD        1.07     0.95     0.87      1.09      1.05      0.87
      GBP        0.67     0.63     0.61      0.69      0.65      0.61


                               ANNEX III
                 CONSOLIDATED STATEMENT OF CASH FLOWS
                          FIRST QUARTER 2003
                           Euros in Millions

                               Unaudited

Net Income                                                (3.5)
Depreciation of Property, Plants & Equipment              29.9
Goodwill Amortization                                     26.3
Provision for Redemption Premium on Convertible Bonds      3.9
Net Loss (Gain) on the Disposal of Fixed Assets           (3.1)
Deferred Income Tax                                       10.1
Minority Interests                                         0.1
                                                         ------
Cash from Operations                                      63.7

Change in Working Capital                                (68.4)

Net Cash Provided by (Used in) Operating Activities              (4.7)


Capital Expenditures                                     (24.8)
Disposal of Assets                                        10.2
Aker Deepwater acquisition price adjustment               31.4

Net Cash Provided by (Used in) Investment Activities             16.8


Increase (Decrease) in Short Term Debt                     6.2
Increase (Decrease) in Long Term Debt                    (20.2)

Net Cash Provided by (Used in) Financing Activities             (14.0)

Foreign Exchange Translation Adjustment                         (13.1)

                                                                ------
Net Increase (Decrease) in Cash and Cash Equivalents            (15.0)
                                                                ------

Cash and Cash Equivalents as of December 31, 2002               741.1
Cash and Cash Equivalents as of March 31, 2003                  726.1
                                                                ------
                                                                (15.0)
                                                                ------


                               ANNEX IV
                           Euros in millions
                               Unaudited
                      Revenues, EBITDA and EBITA
                                          1st Quarter
                                   Revenues              EBITDA
     Business Branch         2003     2002  Change  2003  2002  Change
Offshore                    523.7    485.7   7.8%   48.9  43.1   13.5%
Onshore/Downstream          480.4    502.0  -4.3%   22.0  27.4  -19.7%
Industries                   95.3     88.0   8.3%    3.4   1.5   n.s.
Total                     1,099.4  1,075.7   2.2%   74.3  72.0   3.2%


                                     1st Quarter
                                        EBITA
     Business Branch            2003       2002     Change
Offshore                        23.9        9.6     149.0%
Onshore/Downstream              17.7       23.4     -24.4%
Industries                       2.8        0.7       n.s.
Total                           44.4       33.7      31.8%


                          Revenues by Region
                                                   1st Quarter
                                            2003       2002    Change

Europe, Russia, Central Asia                253.7      263.6     -3.8%
Africa, Middle-East                         470.0      318.3     47.7%
Asia Pacific                                 80.0      165.9    -51.8%
Americas                                    295.7      327.9     -9.8%
Total                                     1,099.4    1,075.7      2.2%


                             Order Intake
                                                First Quarter
By Business Branch                          2003       2002    Change

Offshore                                     525        491       6.9%
Onshore/Downstream                           941      1,155     -18.5%
Industries                                    62         57       8.8%
Total                                      1,528      1,703     -10.3%

                                Backlog

By Business Branch                        As of      As of    Percent
                                        Mar. 31,   Dec. 31,    Change
                                           2003       2002

Offshore                                    1,609     1,761      -8.6%
Onshore/Downstream                          4,126     3,625      13.8%
Industries                                    356       390      -8.7%
Total                                       6,091     5,776       5.5%


                                ANNEX V
                           Euros in millions
                              (unaudited)

                                Backlog

Scheduling as of             Offshore   Onshore/   Industries  Total
Mar. 31, 2003                          Downstream
For 2003                        1,139        1,616       216    2,971
For 2004                          335        1,472       120    1,927
For 2005 and Beyond               135        1,038        20    1,192
Total                           1,609        4,126       356    6,091

                               Net Debt

Euros in millions           Mar 31   Dec 31   Sept 30  June 30 Mar 31
                              2002     2002     2002     2002    2002

Marketable Securities           327       99       98     142     120
Cash                            399      642      633     560     516
Cash & Cash Equivalents (A)     726      741      731     702     636
Short Term Debt                 306      301      273     472     417
Long Term Debt                  926      946    1,110   1,151   1,255
Gross Debt (B)                1,232    1,247    1,383   1,623   1,672
Net Debt/a (B - A)              506      506      652     921   1,036

/a  Does not include the reimbursement premium on the convertible
     bonds issued in the first quarter of 2002.
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