Reference Document

2009
Reference Document
including the Annual Financial Report

2009 Reference Document
(Unofficial English language translation)
This Reference Document was filed with the French Financial Market Authority (Autorité des marchés financiers, or “AMF”) on
March 24, 2010 in accordance with Article 212-13 of its General Regulations. It may be used for the purpose of a financial transaction
provided it is accompanied by a transaction notice approved by the AMF. This document was prepared by the issuer and its signatories
are liable for its content.
Copies of this Reference Document are available for free from Technip, at 6-8, allée de l’Arche–92973 Paris-La Défense Cedex–France,
and on Technip’s website (www.technip.com) and the AMF’s website (www.amf-france.org).

Contents
Foreword 4
1 Person responsible for the Reference Document 5
1.1. Person responsible for the Reference Document 5
1.2. Statement by person responsible for the Reference Document 5
2 Statutory Auditors 6
2.1. Principal Auditors 6
2.2. Alternate Auditors 6
2.3. Statement of Statutory Auditors’ Fees 6
3 Selected Financial Information 7
3.1. General Presentation of the Group 7
3.2. Selected Financial Information 8
4 Risk Factors 10
4.1. Risks relating to the Group and its activities 10
4.2. Risks relating to the Group’s industry 13
4.3. Regulatory and Legal Risks 14
4.4. Industrial and environmental risks 16
4.5. Credit/counter-party risk 17
4.6. Liquidity risk 18
4.7. Market risks 19
4.8. Risk management policy and insurance 22
5 Information on the Company and the Group 26
5.1. History and Development 26
5.2. Investments 30
6 Overview of the Group’s Activities 31
6.1. Technip’s business in 2009 32
6.2. Group business environment 37
6.3. Description of project strategy 39
6.4. The Group’s business segments 41
6.5. Suppliers 45
6.6. Environment 45
7 Organizational Structure 49
7.1. Simplified Group Organizational Structure as of December 31, 2009 49
7.2. Subsidiaries and Investments 49
8 Property, Plant and Equipment 51
8.1. Significant existing or planned Property, Plant and Equipment and major related Expenses 51
8.2. Environmental Matters that may impact the Group’s Use of its Property, Plant and Equipment 55
9 Review of Financial Position and Financial Performance 56
Comments 56
9.1. Presentation of the Consolidated Financial Statements included in the Reference Document 57
9.2. Changes in Backlog and Presentation of Revenues 58
9.3. Presentation of Operating Costs 61
9.4. Comments on the Results of Operations for the year ended December 31, 2009,
compared to the year ended December 31, 2008 62
9.5. Changes in Balance Sheet and Financial Position between the year ended December 31, 2009
and the year ended December 31, 2008 65
10 Capital Resources 68
10.1. Comparison of Net Cash Position and Cash Flows for the year ended December 31, 2009
and the year ended December 31, 2008 68
10.2. Comparison of Shareholders’ Equity and Financing between the year ended December 31, 2009
and the year ended December 31, 2008 69
11 Research and Development, Patents and Licenses 70
11.1. Research and Development 70
11.2. Patents and Licenses 71
11.3. Technological Partnerships 71
11.4. Acquisitions 72
12 Information on Trends 73
12.1. Prospects 73
12.2. Financial Communications Agenda 74
13 Profit Estimates and Forecasts 75
002 2009 Reference Document

14 Administrative, Management, Supervisory and General Management Bodies 76
14.1. Board of Directors 77
14.2. The Company’s Management 81
14.3. Committees of the Board of Directors 81
14.4. Conflicts of Interest at the Level of Administrative, Management, Supervisory and General Management Bodies 82
15 Compensation and Benefits 83
15.1. Compensation and other benefits granted to Directors 83
15.2. Compensation and Retirement Commitments of the Group’s principal Executives 88
16 Operation of Administrative and Management Bodies 89
16.1. Description of the Role and Practices of the Board of Directors 89
16.2. Company’s Management 91
16.3. Role and Practices of the Committees of the Board of Directors 92
16.4. Corporate Governance: Evaluation of the Boardof Directors and of the Board’s Committees 96
16.5. Contracts between the Board Members and the Company or one of the Group’s company 96
17 Employees 97
17.1. Workforce 97
17.2. Participating interests and share subscription or purchase options held by members
of the Board of Directors and other corporate officers (mandataires sociaux) 103
17.3. Arrangements for involving the employees in the capital of the Company 108
18 Principal Shareholders 110
18.1. The Company’s Principal Shareholders 110
18.2. Shareholder Voting Rights 113
18.3. Controlling Interest 113
18.4. Agreements that may result in a Change of Control 113
19 Related Party Transactions 114
19.1. Main Related Party Transactions 114
19.2. Statutory Auditors’ Special Report on Certain Related Party Transactions for the Financial Year 2009 115
20 Financial Information on the Company’s Assets, Financial Situation and Results 117
20.1. Consolidated Financial Statements 118
20.2. Statutory Financial Statements 177
20.3. Dividend Distribution Policy 195
20.4. Legal and Arbitration Procedures 195
20.5. Significant Changes in the Financial or Commercial Position 196
21 Additional Information 197
21.1. Share capital 197
21.2. Articles of Association 202
22 Significant Contracts 205
22.1. Bond issue 2004-2011 205
22.2. Deep Energy Financing 205
22.3. Skandi Arctic Financing 205
22.4. BNDES Financing 205
22.5. Revolving Credit Agreement and Bilateral Lines 206
22.6. Private Placement with Deferred Payment 206
23 Information from Third Parties, Declarations Filed by Experts and Declarations of Interest 207
24 Publicly Available Documents 208
25 Information on Equity Interests 209
Annex
Annex A: Offices held by Board Members, current at December 31, 2009 and over the past five years 210
Annex B: Financial Results of the Last Five Years as of December 31, 2009 212
Annex C: Report of the Chairman of the Board of Directors to the Shareholders’ Meeting on the Composition,
Conditions of the Preparation and Organization of the Board of Directors’ Work, the Internal Control Procedures
and Risk Management Procedures Put in Place by the Company (Article L. 225-37 of the French Commercial Code) 213
Annex D: Statutory Auditors’ report, prepared in accordance with article L. 225-235 of the French Commercial Code
on the report prepared by the Chairman of the Board of Technip 228
Annex E: Agenda, Presentation of the Resolutions and Proposed Resolutions 230
Annex F: Annual Information Document 243
Annex G: Reconciliation Tables 246
Annex H: Glossary 249
2009 Reference Document
003

Foreword
When used in this Reference Document, the terms “Technip” and “Group” refer collectively to Technip SA and to all of its directly and
indirectly consolidated subsidiaries located in France and outside France.
In this Reference Document, the terms “Company” and “issuer” refer exclusively to Technip SA, the Group’s parent company.
In accordance with Article 28 of European Commission regulation no. 809/2004 of April 29, 2004, the following information is incorporated
by reference in this document:
the 2008 consolidated financial statements and statutory financial statements, as well as the Statutory Auditors’ reports for the
financial year ended December 31, 2008 included in Sections 20.1 and 20.2 of the 2008 Reference Document dated March 25, 2009
filed with the French Financial Markets Authority (hereinafter, the “AMF”) under no. D.09-0152;
the key financial information, the Company’s and the Group’s Management Reports and all of the financial information for the financial
year ended December 31, 2008 included in Section 3 as well as the sections mentioned in the Reconciliation Tables in Annex G of the
2008 Reference Document dated March 25, 2009 filed with the AMF under no. D.09-0152;
the 2007 consolidated financial statements and the 2007 Company financial statements, as well as the Statutory Auditors’ reports for
the financial year ended December 31, 2007 included in parts III, IV, V of the 2007 Reference Document dated March 25, 2008 filed
with the AMF under no. D.08-0146;
the key financial information, the Company’s and the Group’s Management Reports and all of the financial information for the financial
year ended December 31, 2007 included in parts I and II of the 2007 Reference Document dated March 25, 2008 filed with the AMF
under no. D.08-0146.
The sections of these documents that are not included are either not relevant to investors or are addressed in another part of the
Reference Document.
This Reference Document contains all of the information from the Management Report of the Board of Directors.
004 2009 Reference Document

Person responsible for
the Reference Document
1
1.1. Person responsible for the Reference Document . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
1.2. Statement by person responsible for the Reference Document . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
1.1. Person responsible for the Reference Document
The person responsible for the Reference Document is Thierry Pilenko, the Company’s Chairman and Chief Executive Officer.
1.2. Statement by person responsible for the Reference Document
To the best of my knowledge, and after taking every reasonable measure for such purpose, I attest that the information contained herein
gives a true and fair view of the facts and that no material aspects of such information have been omitted.
I confirm that, to my knowledge, the financial statements have been prepared in compliance with applicable accounting standards
and are a true representation of the assets, financial position and profits of the Company and all consolidated entities and that the
Management Report as referred to in the Table of Reconciliation in Annex G of this Reference Document is a true representation of the
change in business, profits and the financial position of the Company and all consolidated entities as well as the description of the main
risks and uncertainties facing them.
I have obtained a work completion document from the Auditors (lettre de fin de travaux), in which they indicate that they have verified
the information relating to the financial situation and the financial statements presented in this Reference Document and carried out a
review of the entire Reference Document. The Statutory Auditors have issued reports on the financial information which are included in
sections 20.1.1 and 20.2.1 of this 2009 Reference Document. These reports were issued without reservation and contain one observation
concerning an ongoing procedure relating to an old project in Nigeria managed by a joint venture. The Statutory Auditors have issued
reports on the 2008 historical financial information which are included in sections 20.1.1 and 20.2.1 of the 2008 Reference Document
filed with the AMF on March 25, 2009. These reports were issued without reservation and contain the same identical observation.
Thierry Pilenko
Chairman and Chief Executive Officer
2009 Reference Document
005

2
Statutory Auditors
2.1. Principal Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Ernst & Young et Autres, represented by Nour-Eddine Zanouda . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
PricewaterhouseCoopers Audit, represented by Louis-Pierre Schneider . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
2.2. Alternate Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Yves Nicolas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
Auditex. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
2.3. Statement of Statutory Auditors’ Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
2.1. Principal Auditors
Ernst & Young et Autres,
represented by Nour-Eddine Zanouda*
Member of the Compagnie Régionale de Versailles
41, rue Ybry–92576 Neuilly-sur-Seine Cedex (France)
Date of first appointment: 1986
Expiry date of current appointment: at the close of the Shareholders’
Meeting convened to approve the financial statements for the 2009
financial year which will be held on April 29, 2010. The renewal of
this appointment will be proposed at the Shareholders’ Meeting.
* Ernst & Young et Autres was represented by Gilles Puissochet, who executed 2007 and 2008 financial statements.
PricewaterhouseCoopers Audit,
represented by Louis-Pierre Schneider
Member of the Compagnie Régionale de Versailles
63, rue de Villiers–92208 Neuilly-sur-Seine Cedex (France)
Date of first appointment: 2004
Expiry date of current appointment: at the close of the Shareholders’
Meeting convened to approve the financial statements for the 2009
financial year which will be held on April 29, 2010. The renewal of
this appointment will be proposed at the Shareholders’ Meeting.
2.2. Alternate Auditors
Yves Nicolas
Member of the Compagnie Régionale de Versailles
63, rue de Villiers–92208 Neuilly-sur-Seine (France)
Date of first appointment: 2004
Expiry date of current appointment: at the close of the Share holders’
Meeting convened to approve the financial statements for the
2009 financial year which will be held on April 29, 2010. The
renewal of this appointment will be proposed at the Shareholders’
Meeting.
Auditex
Member of the Compagnie Régionale de Versailles
11, allée de l’Arche–Faubourg de l’Arche–92037 La Défense Cedex
(France)
Date of first appointment: 2007
Expiry date of current appointment: at the close of the Shareholders’
Meeting convened to approve the financial statements for the 2009
financial year which will be held on April 29, 2010. The renewal of
this appointment will be proposed at the Shareholders’ Meeting.
2.3. Statement of Statutory Auditors’ Fees
See the statement of Statutory Auditors’ fees in Note 34 to the Consolidated Financial Statements as of December 31, 2009 included in
Section 20.1 of this Reference Document.
006 2009 Reference Document

3
Selected Financial
Information
3.1. General Presentation of the Group. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Subsea . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
Offshore . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
Onshore . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
3.2. Selected Financial Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Consolidated Income Statement Data for 2009 and 2008 (IFRS). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
Other Financial Information Derived from the Consolidated Income Statement for 2009 and 2008 . . . . . . . . .8
Information by Business Segment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9
Consolidated Balance Sheet Data as of December 31, 2009 and 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9
3.1. General Presentation of the Group
Technip is a world leader in project management, engineering and
construction for the oil and gas industry, with a comprehensive
portfolio of innovative solutions and technologies, and consolidated
revenues of €6.5 billion in 2009.
As of February 28, 2010, Technip employed a regular workforce
of 23,000 people, representing 101 nationalities. The Group is
present in close to 50 countries on five continents.
As of February 28, 2010, its production facilities (flexible pipes,
umbilicals), manufacturing yards and spoolbases were located in
France, Brazil, the United Kingdom, Norway, the United States,
Finland and Angola and by the second half of 2010 will also
be located in Malaysia. As of February 28, 2010, the Group’s
fleet comprised 17 vessels specialized in subsea pipelay, subsea
construction, diving support and exploration. Two additional
vessels are expected to join the fleet by 2011.
Technip possesses integrated capacity and recognized expertise
in subsea infrastructures (Subsea), offshore platforms (Offshore)
and onshore mega-complexes (Onshore). The Group is active in
three segments of the worldwide oil and gas industry.
Subsea
In 2009, the Subsea segment generated revenues of
€2,866.1 million, representing 44.4% of consolidated 2009
revenues. With respect to hydrocarbon field development,
Technip’s subsea activities include the design, manufacture and
installation of rigid and flexible subsea pipelines and umbilicals.
Technip is a key operator on this market as a result of its Research
and Development investments. Technip offers a wide range of
innovative subsea pipe technologies and solutions, and has leading
industrial and operational assets. Technip has two flexible pipe
manufacturing plants, three umbilical production units, five reeled
rigid pipe spoolbases and a constantly evolving fleet of specialized
vessels for pipeline installation and subsea construction, strategically
deployed in the world’s major offshore markets.
Offshore
With revenues of €565.0 million in 2009, representing 8.7% of
the Group’s 2009 consolidated revenues, the Offshore segment
including engineering, development and construction activities in
relation of Offshore for oil and gas platforms in both shallow water
(fixed platforms such as TPG 500 and Unideck®) or deepwater
(floating platforms such as Spar, semi-submersible platforms and
FPSOs). Technip devotes significant resources annually to research
and development and is a leader in floatover technology. With the
development of floating LNG, Technip continues to strengthen its
offshore expertise.
Onshore
In 2009, the Onshore segment generated revenues of
€3,024.9 million, representing 46.9% of consolidated revenues.
This segment is active in engineering and construction for the
entire range of onshore facilities for the oil and gas industry
(refining, hydrogen, sulphur, gas treatment and liquefaction,
onshore pipelines), petrochemical (ethylene, aromatics, olefins,
polymers) and non-oil activities (mining and metallurgical
projects, biofuels and renewable energy). Technip holds several
proprietary technologies and is the leader in the design and
construction of LNG and gas treatment plants as well as hydrogen
and syngas units. The Group is a worldwide leader in refining and
petrochemical units.
The Group is strongly committed to developing innovative technologies
and reinforcing its expertise in each of its business segments.
2009 Reference Document
007

3
Selected Financial Information
3.2. Selected Financial Information
Technip is active in increasingly ambitious, complex and challenging
projects involving deep water, extreme climatic conditions,
large-scale projects, non-conventional resources and higher environmental
performance standards. The Group is thus a key actor in
the development of sustainable solutions to the challenges facing
the energy sector in the 21 st century.
At February 28, 2010, its roster of clients included international
oil companies, such as ExxonMobil, Shell, ConocoPhilips, Total,
BP, Chevron and Statoil as well as a large number of national
companies, such as Saudi Aramco, Petronas, Petrobras, Petrochina,
ADGAS and Qatar Petroleum. Its five main clients represented
32.3% of consolidated revenues in 2009 compared to 27.3%
in 2008, and the revenues generated from its ten main clients
represented 44.5% of consolidated revenues in 2009 compared
to 42.4% in 2008.
The top five projects represented 15% of consolidated revenues
in 2009 compared to 20% in 2008. The top ten projects
generated 25% of consolidated revenues in 2009 compared
to 29% in 2008.
3.2. Selected Financial Information
The table below presents selected consolidated financial data that
have been extracted or derived from the Consolidated Financial
Statements for the two years ended December 31, 2009 and 2008,
prepared in accordance with International Financial Accounting
Standards.
This note should be read in conjunction with the Consolidated
Financial Statements included in Section 20.1 of this Reference
Document.
Consolidated Income Statement Data for 2009 and 2008 (IFRS)
12 months
In millions of Euro 2009 2008
Revenues 6,456.0 7,481.4
Operating Income/(Loss) from Recurring Activities 676.7 656.9
Operating Income/(Loss) 429.2 656.9
Net Income/(Loss) for the Year 178.5 454.3
Attributable to:
Shareholders of the Parent Company 170.4 448.0
Minority Interests 8.1 6.3
Other Financial Information Derived from the Consolidated Income Statement
for 2009 and 2008
12 months
In millions of Euro 2009 2008
Revenues 6,456.0 7,481.4
Gross Margin 1,141.9 1,139.7
(in % of Revenues) 17.7% 15.2%
Operating Income/(Loss) from Recurring Activities 676.7 656.9
(in % of Revenues) 10.5% 8.8%
Operating Income/(Loss) (1) 429.2 656.9
(in % of Revenues) 6.6% 8.8%
Net Income/(Loss) for the Year 178.5 454.3
Amortization and Depreciation for the Year 224.1 188.6
Earnings per Share (in Euro) 1.60 4.27
Diluted Earnings per Share (in Euro) 1.59 4.25
(1) This amount includes a €245.0 million non-recurring charge in relation with the provision for TSKJ litigation.
008 2009 Reference Document

Selected Financial Information
3.2. Selected Financial Information 3
Information by Business Segment
Subsea
12 months
In millions of Euro 2009 2008
Revenues 2,866.1 2,689.0
Gross Margin 715.6 711.3
Operating Income/(Loss) from Recurring Activities 532.6 523.2
(in % of Revenues) 18.6% 19.5%
EBITDA (1) 722.7 674.6
(in % of Revenues) 25.2% 25.1%
Offshore
12 months
In millions of Euro 2009 2008
Revenues 565.0 695.2
Gross Margin 96.8 100.8
Operating Income/(Loss) from Recurring Activities 39.3 38.6
(in % of Revenues) 7.0% 5.6%
EBITDA (1) 58.6 46.8
(in % of Revenues) 10.4% 6.7%
Onshore
12 months
In millions of Euro 2009 2008
Revenues 3,024.9 4,097.2
Gross Margin 329.6 326.6
Operating Income/(Loss) from Recurring Activities 151.7 153.7
(in % of Revenues) 5.0% 3.8%
EBITDA (1) 166.0 169.8
(in % of Revenues) 5.5% 4.1%
Corporate
12 months
In millions of Euro 2009 2008
Revenues - -
Gross Margin (0.1) 1.0
Operating Income/(Loss) from Recurring Activities (46.9) (58.6)
(in % of Revenues) na na
(1) Operating Income/(Loss) from Recurring Activities before depreciation and amortization.
Consolidated Balance Sheet Data as of December 31, 2009 and 2008
As of December 31,
In millions of Euro 2009 2008
Non-Current Assets 3,909.8 3,589.1
including Goodwill 2,369.3 2,369.1
Current Assets 4,660.2 4,542.8
including Cash and Cash Equivalents 2,656.3 2,404.7
Total Assets 8,570.0 8,131.9
Equity attributable to Shareholders of the Parent Company 2,686.7 2,473.4
Minority Interests 30.4 22.3
Current Liabilities 4,783.1 4,655.8
Non-Current Liabilities 1,069.8 980.4
Total Equity and Liabilities 8,570.0 8,131.9
Other Information:
Capital Expenditures over the Year 423.6 401.3
2009 Reference Document
009

4
Risk Factors
4.1. Risks relating to the Group and its activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
4.2. Risks relating to the Group’s industry . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13
4.3. Regulatory and Legal Risks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14
4.4. Industrial and environmental risks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16
4.5. Credit/counter-party risk. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .17
4.6. Liquidity risk. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .18
4.7. Market risks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19
4.7.1. Currency risk. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19
4.7.2. Rate risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .20
4.7.3. Stock risk and other financial instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .21
4.7.4. Raw materials risk. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .21
4.8. Risk management policy and insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .22
4.8.1. Generalities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .22
4.8.2. Crisis management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .22
4.8.3. Management of risks relating to the Group and its activities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .22
4.8.4. Raw materials risk management. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .22
4.8.5. Management of maritime risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .23
4.8.6. Best practices / Security management for Large Projects. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .23
4.8.7. Management of air travel risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .23
4.8.8. Management of risks related to information and information systems . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .23
4.8.9. Management of risk linked to its personnel. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .23
4.8.10. Financial risks management. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .24
4.8.11. Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .24
Investors should carefully consider all of the information in this
Reference Document, including the risk factors described in this
section, before deciding whether to invest in the Company’s
securities. The risks described in this section are those that the
Company has identified as of the date of this Reference Document,
which could have a signifi cant adverse effect on the Group,
its business activity, financial position, performance and growth
were they to materialize. Investors should be aware that other
currently unknown or unforeseen risks, which could also have
a significant adverse effect on the Group, its business activity,
financial position, performance and growth may exist.
4.1. Risks relating to the Group and its activities
Technip is contractually exposed to significant construction
risks, which could cause Technip to incur losses on projects.
Technip is subject to significant construction risks in connection
with lump-sum turnkey contracts, under which Technip designs,
engineers, builds and delivers a ready-to-operate industrial facility
for a fixed price. Actual expenses incurred in executing a lumpsum
turnkey contract can vary substantially from those originally
anticipated for several reasons, including:
unanticipated increases in the costs of raw materials, equipment
or manpower;
unforeseen construction conditions;
delays caused by local weather conditions and/or natural
disasters (including earthquakes and floods); and
failure of suppliers or subcontractors to perform.
Under the terms of lump-sum turnkey contracts, Technip is not
always able to increase its prices to refl ect factors that were
unforeseen at the time its bid was submitted. As a result, it is
impossible to estimate with complete certainty the final costs
or margin of a project at the time of bidding or during the early
phases of performance. If costs were to increase for any of these
reasons, Technip’s profit margins could be reduced and Technip
could incur a significant loss on the contract.
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Risk Factors
4.1. Risks relating to the Group and its activities 4
Losses on one or several large contracts could reduce
Technip’s net income or cause it to incur a loss.
If Technip fails to achieve expected margins or incurs losses on
one or more of its key contracts, it may experience a decrease
in net income or a net loss.
Unforeseen additional costs could reduce Technip’s margin
on lump-sum contracts.
Technip’s engineering, procurement and construction (“EPC”)
projects could encounter difficulties that could lead to additional
costs, lower revenues, litigation or disputes. These projects are
generally complex, requiring the purchase of important equipment
and the management of large-scale construction projects. Delays
could occur and Technip could encounter difficulties with the
design, engineering, procurement, construction or installation
related to these projects. These factors could impact Technip’s
ability to complete certain projects on its initial schedule.
Furthemore, under the terms of certain of Technip’s contracts, its
customers agree to provide certain information relating to design
or engineering, as well as materials or equipment for use on a
particular project. These contracts may also require the customer
to indemnify Technip for any additional work or expenses if the
customer (i) changes its instructions or (ii) is unable to provide
Technip with required information relating to the design or engineering
for the project or adequate materials and equipment.
In these circumstances, Technip generally negotiates monetary
compensation from the customer for any additional time or money
spent as a consequence of the customers’ failure. However, Technip
cannot guarantee that it will receive adequate compensation for
expenses incurred, including through litigation or arbitration. In
such an event, Technip’s earnings and financial condition could
be significantly affected.
Technip could be held liable to pay monetary compensation should
it fail to meet schedules or to comply with other contractual
provisions. Problems with the performance of contracts (present or
future) could also have a significant impact on Technip’s operating
income and harm Technip’s reputation in its industry and with
its customers.
Risks related to subcontractors and suppliers with respect to
lump-sum or cost plus fee contracts.
Technip generally uses subcontractors and suppliers for the performance
of its contracts. Technip’s inability to hire subcontractors or
to acquire equipment and materials could compromise its ability
to generate a significant margin on a project or to complete it
within the contractual timeframe.
If the amount that Technip is required to pay for such services,
equipment or materials exceeds the amount estimated during
the proposal phase for lump-sum contracts, Technip could incur
losses in the performance of such contracts. Any delay on the
part of subcontractors or suppliers in the completion of their
portion of the project, any failure on the part of a subcontractor
or supplier to meet its obligations or any other event attributable
to a subcontractor or supplier that is beyond Technip’s control or
that Technip cannot anticipate can lead to delays in the overall
progress of the project and/or generate potentially significant
extra costs.
Technip performs a credit analysis as part of its selection process
for subcontractors and suppliers, which could lead Technip to not
select a subcontractor or a supplier, to require that they issue
bank guarantees or to adapt their payment conditions to the
risks identified.
Despite this process, failures and defaults by subcontractors or
suppliers could result in significant delays and extra costs, and
Technip could be required to compensate customers for such
delays. Even where these extra costs are borne by the defaulting
supplier or subcontractor, Technip could be unable to recover the
entirety of these costs and this could impact Technip’s financial
results.
Equipment or mechanical failure could impact project costs
and reduce Technip financial results.
The successful execution of projects by Technip is dependent on its
assets being highly reliable. Nevertheless, Technip could experience
equipment or mechanical failures. Equipment or mechanical
failures could not only result in greater project execution costs,
but also lead to delays in ongoing or subsequent projects for which
such assets were intended to be used. Despite the maintenance
program implemented by the Group to keep its assets in good
working condition, failures may still occur. Any equipment or
mechanical failures with respect to Technip’s main assets could
impact a project’s costs, decrease revenues and lead to penalties
for failure to comply with a project’s conditions. Any such event
could significantly affect the economics of a project and Technip’s
results of operations.
Technip’s business could be heavily impacted by national
or international terrorist acts, wars or revolutions, or by
the consequences of such events. Furthermore, a large
number of projects are located in emerging countries where
political, economic and social instability could result in the
cancellation, postponement or delay of those projects.
A large part of Technip’s business in 2009 involves projects in
countries where national or international events related to terrorist
acts, wars or revolutions, acts of subversion or the consequences
of such acts, unforeseen political events or social instability or
changes in economic or social policies (see in particular the
regulatory and legal risks included in Section 4.3 of this Reference
Document) could result in a significant decrease of the Group’s
profi tability and signifi cantly impact its fi nancial results and
situation.
Political instability may also result in fewer new projects meeting
Technip’s criteria. As a result, political instability in emerging
countries could lead to greater costs and therefore significantly
impact the Group’s financial results and limit the Group’s growth
opportunities.
Exposure to a particular area or country can be reduced by choosing
either not to carry out new Projects in that area or country
or by specific analysis and the implementation of preventive and
protective measures against the identified risks, making such risks
acceptable. Technip maintains contact with insurance companies
and export-credit agencies to subscribe when necessary insurance
to cover political risk. However in the event of national or regional
political instability, these insurance policies may be inadequate to
prevent a loss on ongoing projects, which could reduce Technip’s
net income or cause Technip to incur a loss.
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011

4
Risk Factors
4.1. Risks relating to the Group and its activities
Technip’s operations may cause harm to persons and
property, which could damage its reputation and, in addition,
to the extent any such harm is not covered contractually or
by insurance, cause Technip to incur substantial costs.
Technip’s operations are subject to the risks inherent in providing
engineering and construction services to the oil and gas and petrochemical
industries, such as the risk of equipment failure, bodily
injury, fire or explosion. These risks could lead to injury, death,
business disruption, damage to real or personal property, pollution
or other environmental damages, which could result in claims
against Technip. Technip may also be subject to claims resulting
from the subsequent operation of facilities it has designed or
delivered.
Technip’s policy is to contractually limit its liability and provide
for indemnity provisions, as well as to obtain insurance coverage.
However, such precautions may not always prove to be effective.
Environmental and social liability may be assigned to Technip as
a matter of law in certain jurisdictions where Technip operates.
In addition, clients and subcontractors may not have adequate
financial resources to meet their indemnification obligations to
Technip.
Furthermore, losses may result from risks that are not addressed
in Technip’s indemnity agreements or that are not covered by its
insurance policies.
Finally, the Group may not be in a position to obtain adequate
insurance coverage on commercially reasonable terms for certain
types of risks. Failure to have appropriate and adequate insurance
coverage in place for any of the reasons discussed above could
subject Technip to substantial additional costs and potentially lead
to losses. Additionally, the occurrence of any of these events could
harm Technip’s reputation and significantly impact its financial
results.
Maritime security risks
Piracy, mainly in the Gulf of Aden and to a lesser extent in the
Gulf of Guinea, has signifi cantly increased in recent years. It
represents a risk for fleets, including Technip’s, and for all projects
which equire the transport of material through sensitive maritime
areas. The materialization of such maritime security risks may
impact a project’s execution schedule and require time to find an
alternative solution, and accordingly result in a negative impact
on Technip’s margin.
Air travel risks
Technip operates in countries where airlines and/or the air control
network may fail. Depending on the state of execution of a particular
project, business trips may include a significant number of
Group employees. Despite internal travel procedures requiring that
employees staffed on the same project should travel in separate
planes, the limited number of flights for certain destinations may
lead such employees to use the same means of transportation.
Should this risk materialize it could have an impact on a project’s
execution schedule or the submission of an offer and result in a
negative impact on human resources and the Group’s image.
Risks related to information and information systems
Data storage on electronic media and in information systems
is one of the foundations of Technip engineering activities.
A weakness in a dysfunction of or an attack against the Group’s
Information Systems may result in a delay in a project’s execution
schedule or the submission of an offer until saved data is restored
and systems are reset, and may result in a negative impact on
the Group’s image.
Dependence
Technip believes that the large portfolio of technologies that it
owns or that it licenses from third parties is a strategic asset in
winning and executing its projects. However Technip could be
subject to legal actions brought by third parties for the purpose
of enforcing intellectual property rights it alleges to hold.
Such legal actions could have a significant impact on operations
and image and result in a decline in Technip’s market share and
consequently affect the Group financial results.
However, Technip does not believe that its business or financial
situation is dependent upon any single patent, brand, technology
or intellectual property right.
Technip is not dependent upon its suppliers. In this regard, Technip
is not limited in its choice of suppliers and approaches all suppliers
active on the worldwide market.
Technip is not dependent on any individual customer as a result
of its large customer base. Over the course of the last two fiscal
years, the Group consolidated revenues generated by Technip’s
top five customers were:
In % of Group revenues 2009 2008
Client A 11.8% 8.5%
Client B 6.9% 7.6%
Client C 6.0% 3.9%
Client D 4.1% 3.9%
Client E 3.5% 3.4%
Total 32.3% 27.3%
For informational purposes, Technip’s top 10 customers represented
44.5% of consolidated revenues in 2009 (as compared to
42.4% in 2008).
The success of joint ventures in which Technip participates
depends on the satisfactory performance of its partners’
obligations.
The failure of Technip’s joint venture partners to perform their
obligations in accordance with the contract awarded to the joint
venture could lead to additional obligations being imposed on
Technip, such as the defaulting partner’s obligations, or to additional
costs being incurred by Technip as a result of a partner’s
non-satisfactory performance (such as a delay), which could
reduce Technip’s profits or, in certain cases, generate significant
losses.
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Risk Factors
4.2. Risks relating to the Group’s industry 4
4.2. Risks relating to the Group’s industry
Technip could fail to retain its key personnel or fail to attract
the new qualified employees it will need to maintain and
develop its know-how.
Technip’s success in this field depends on its ability to recruit,
train and retain a sufficient number of employees including
managers, engineers and technicians who have the required skills
and expertise and local knowledge. Competition for recruitment
of individuals with this type of profile is strong.
Technological progress might render the technologies used
by Technip obsolete.
The oil industry is developing oil and gas reserves in increasingly
difficult conditions, such as the deep seas, high-pressure and hightemperature
fields and the Arctic. Technological development is
key to overcoming these difficulties and provides a significant
competitive edge.
Unlike in other sectors, this industry has not experienced any
technological breakdowns, but continuous research and development
is required in order to continually push the limits of
production-exploration. Technip’s success depends on continuous
and regular research and development in order to develop new
products and new installation methods that will provide solutions
at an acceptable cost to the market (for details regarding R&D
policy and expenses, see Section 11, Note 4-(c) included in
Section 20.1 of this Reference Document).
The failure to sustain continuous and regular research and
development could result in a decline in Technip’s market share,
which could have a significant impact on its activities and its
financial results.
Increasing price pressure by competitors could reduce the
volume of contracts meeting Technip’s margin criteria.
Most of Technip’s contracts are obtained through a competitive
bidding process, which is customary for the sector. Technip’s main
competitors are engineering and construction companies in the
United States, Europe, Asia and the Middle East. While service
quality, technological capability, reputation and experience are
considered in client decisions, price remains one of the determining
factors in most contract awards. Historically, this industry has been
frequently subject to intense price competition. Such competition
intensified from the growing demand over 2004-2008 and could
have a negative impact on the Group’s margin requirements if
demand were to shrink significantly and sustainably and consequently
have a negative impact on the Group’s revenues.
Impact of the current financial crisis on loans, letters of
credit, bank guarantees and other guarantees necessary to
Technip’s operations.
The fi nancial crisis, which began in July 2007 and became an
economic crisis in 2008, has led to an increase in the cost of
loans, bank guarantees and letters of credit, which are necessary
for the development of Technip’s activities. This increase is due to
balance sheet, liquidity and arbitrage constraints and constraints
with regard to allocations of equity that financial institutions
have faced.
Technip continues to benefit from bonding lines of significant
amounts with a large number of financial institutions, enabling
Technip to satisfy its contractual obligations. Nevertheless, the
changes in the banking market may have an impact on the future
issuance of bank guarantees and letters of credit in significant
amounts and may require the involvement of several banks.
These issuances could be more restrictive and more expensive
to structure in a banking market where banks are increasingly
reluctant to take risks on their peers. This could impact Technip’s
capacity to develop its business, its backlog and its earnings.
Despite Technip’s credit risk management and hedging procedures,
particularly during project assessments where such procedures
begin at the offer stage (as detailed in Sections 6.3.1 and 6.3.2
of this Reference Document), Technip cannot guarantee that it
will not be required to directly bear the risk of financial failure
of any of its clients, partners or subcontractors following the loss
of financing for certain projects and, more generally, due to the
impact of the current financial crisis on the availability of credit to
companies or the increase of negotiation periods for financing of
projects for which Technip is a contractor. Such trends may have
a significant adverse impact on Technip’s activities and financial
results.
The reduction in export credits could make financing certain
projects by Technip’s clients more difficult and lead to a
reduction in the number of new projects, which could limit
Technip’s growth opportunities.
Technip and its subsidiaries maintain contact with many export
credit agencies to promote projects which may be subject
to orders and to obtain as an exporter their assistance in the
hedging or guarantee of such projects.
Should the level of involvement of these export credit agencies
fall, customers could choose to undertake fewer projects. A
decline in the number of new contracts for this reason could
limit Technip’s growth opportunities and have a significant impact
on its business.
2009 Reference Document
013

4
Risk Factors
4.3. Regulatory and Legal Risks
The reduction in investments in the oil sector due, in
particular, to the current international financial crisis, could
cause Technip’s projects to be postponed or cancelled and
could limit Technip’s ability to increase or maintain its
profits.
Technip’s business is largely dependent on investments made by
the oil industry to develop onshore or offshore oil and gas reserves,
as well as to process oil, natural gas and their by-products (refining
units, petrochemical sites, natural gas liquefaction plants).
Oil and gas prices on world markets, as well as expectations of
changes in these prices, significantly impact the level of investment
in this sector.
In the upstream segment of the oil industry, a prolonged decrease
in oil and gas prices where development costs, such as equipment
procurement costs, do not simultaneously decline, could force
customers to postpone new investments, significantly reduce the
amount of such investments or even cancel such investments.
In the downstream segment of the industry, sustained increases
in oil and gas prices may put downward pressure on consumer
demand for products derived from oil and gas, including fuel and
plastics. Any slowing of demand would reduce Technip’s clients’
incentives to invest in additional treatment capacity.
Furthermore, in both of these segments high volatility in oil and
gas prices could also lead oil and gas companies to delay or even
cancel their investment projects.
Finally, investments in the oil industry are not only influenced by
oil prices, but also by other factors, the most important of which
are the following:
the level of exploration and development of new oil and gas
reserves;
the rate of decline of existing reserves;
changes in the global demand for energy;
international economic growth;
local political and economic conditions; and
changes in environmental legislation.
A decrease in investments in the oil industry, as a result of one
of the factors described above, or for any other reason, could
decrease Technip’s capacity to increase, or even maintain, its
operating income and profits.
4.3. Regulatory and Legal Risks
New governmental regulations could potentially be
unfavorable to Technip.
Technip’s operations and means of production are governed by
the international, regional, transnational and national laws and
regulations of approximately 50 countries worldwide, in various
fields such as export control, securities laws, internal controls,
health and safety, personal data protection, labor law and environmental
protection laws. The changes in each of these fields
require Technip to make financial and technical investments or
withdraw from certain countries in order to adapt to and comply
with these changes.
Technip cannot guarantee, that certain assets will not be nationalized
or expropriated or that contractual rights will not be
challenged. The materialization of such a risk could result in a
loss of market share and have a significant impact on the Group’s
operations and financial results.
Changes in Technip’s operational environment, in particular,
changes in tax regulations or interpretations thereof in
the countries where Technip is active, could impact the
determination of Technip’s tax liabilities.
Technip operates in approximately 50 countries and is, as a result,
subject to tax in a number of different jurisdictions. Revenues
generated in the various jurisdictions are taxed on different bases,
including net income actually earned, deemed net profit and tax
withholding. The final determination of Technip’s tax liabilities
requires interpreting local tax laws, treaties and the practices of
the tax authorities in each jurisdiction, where Technip operates,
as well as making assumptions regarding the scope of future
operations and the nature and timing of the financial results from
these operations. Changes in tax regulations and practices could
significantly impact Technip’s tax liabilities if the Group, contrary
to the recommendations of the Group Tax Department, is not
contractually protected against risk incurred as a result of a change
in tax regulations, interpretations and practices.
If Technip fails to effectively protect its technologies, certain
competitors could develop similar technologies, causing
Technip to lose its competitive advantage and resulting in
a loss of revenues.
Certain of Technip’s products, as well as the processes used by
Technip to produce and market such products, are patented or are
subject to patent applications or constitute trade secrets. Not all
countries offer the same level of protection of intellectual property
rights. If Technip’s intellectual property rights were to be considered
invalid or if they could not be protected, or if Technip failed
to obtain a given patent, its competitors could then independently
develop and exploit technologies similar to Technip’s unpatented
or unprotected technologies. Such events could have an impact
on the Group’s brand, operations and financial results.
Technip may have to take a legal action to have its intellectual
property rights enforced, as well as to assess the validity and
scope of rights held by third parties. Technip could also be
subject to legal actions brought by third parties for the purpose
of enforcing intellectual property rights they allege to hold. Any
court proceedings could result in major costs for Technip as well
as the dedication of resources and have a significant impact on
its operating income.
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Risk Factors
4.3. Regulatory and Legal Risks 4
The Group may be involved in legal proceedings with clients,
partners, subcontractors, employees and tax or regulatory
authorities.
The Group is occasionally involved in legal proceedings with clients,
partners and subcontractors its normal course of business. It could
also be involved in proceedings initiated by (i) employees with
occupational disease claims related to certain activities (divers
for instance) or to exposure to hazardous substances (such as
asbestos), and/or (ii) tax or regulatory authorities or any third
parties. Technip cannot exclude if this risk materializes it may
have an impact on the Company’s image and/or its fi nancial
condition.
The double voting rights and change of control provisions,
which are included in certain agreements to which Technip
is a party, can limit the amount of the premium that could
be offered by a potential acquirer.
Since the Shareholders’ Meeting of November 24, 1995, the
Company’s articles of association (statuts) have provided that
shareholders who have held fully paid-up shares in registered form
in their name for at least two years have the right to two votes
for every share thus held. As a result, a new shareholder of the
Company must keep his or her shares in registered form for two
years prior to receiving double voting rights. Double voting rights
are automatically lost in the event such shares are converted
into bearer form or are transferred. Double voting rights can only
be cancelled where approved by the Company’s Extraordinary
Shareholders’ Meeting following the approval of a special assembly
of holders of such double voting rights.
As of February 28, 2010, 4,888,168 shares carried double voting
rights, representing approximately 4.45% of the share capital and
approximately 4.40% of the voting rights in the Company.
A takeover could potentially trigger the relevant provisions of
certain commercial contracts having an “intuitu personae” dimension,
especially regarding license contracts. The direct effect of
these provisions which give, for example, a licensor the option
to challenge granted rights, should not result in the prevention
or delay of a change in control but could, as the case may be,
decrease the Group’s access to certain markets.
Double voting rights as well as the change of control provisions
discussed above may make it more difficult for a potential
acquirer to acquire a percentage of the Company’s share capital,
or even impede such an acquisition, and therefore provide a
defense against hostile takeovers and may delay or even prevent
a change in control in which the Company’s shareholders might
have received a premium in relation to the market price of the
shares.
One or more of Technip’s contracts for projects in Iran may
be subject to US sanctions, which could limit its ability
to obtain credit from US financial institutions and restrict
its ability to make sales in the United States, potentially
increasing its cost of borrowing and reducing its business
opportunities.
As a multinational corporation organized outside the United
States and with operations throughout the world, Technip operates
in certain countries where US persons or entities and, in some
cases, non-US persons and entities, are prohibited from doing
business. Pursuant to the Iran and Libya Sanctions Act of 1996,
as amended in 2001 and 2006 (the “ILSA”), the President of
the United States may impose a certain number of sanctions
on any person or company, regardless of nationality, that makes
an investment in Iran exceeding US$20 million or that directly
contributes to improving Iran’s ability to develop its petroleum
industries. Technip is seeking to complete projects in Iran and
generated revenues in Iran representing 0.04% of the Group’s
revenues. If the United States government were to determine
that some or all of Technip’s activities in Iran are “investments”
as defined by the ILSA, the President of the United States could
apply a range of sanctions, which can include restricting Technip’s
ability to obtain credit from US financial institutions or support
from the United States Export-Import Bank or prohibiting Technip
from doing business in the United States. The application of such
sanctions to Technip could increase its cost of borrowing and
reduce its business opportunities.
TSKJ
Technip is one of four shareholders of TSKJ, which carried out the
construction of a natural gas liquefaction complex in Nigeria for
Nigeria LNG Limited (“NLNG”) from 1994 onwards. The companies
KBR (formerly a subsidiary of the US Group Halliburton),
Snamprogetti Netherlands BV (a subsidiary of the Italian Group
ENI) and JGC Corporation (Japan) each hold 25% of TSKJ’s share
capital.
The United States Securities and Exchange Commission (“SEC”)
and the United States Department of Justice (“DOJ”) have since
2004 been conducting formal investigations into payments made
in connection with the construction by TSKJ of a natural gas
liquefaction complex for NLNG. A similar investigation by a French
magistrate against “unidentified persons” which also commenced
in 2004 is still ongoing.
During the summer of 2004, the SEC requested Technip (which
registered its shares with the SEC between October 2001 and
November 2007) to voluntarily provide information relating to
the implementation of this Project. Technip has fully cooperated
on a voluntary basis with both formal and informal requests from
the SEC and the DOJ since this request.
On February 11, 2009 KBR, which was at all relevant times,
between 1994 and 2007, a domestic issuer under US securities
laws, pleaded guilty to a five count criminal information in the
United States District Court involving charges related to the
United States Foreign Corrupt Practices Act (“FCPA”) for conduct
arising from its participation in TSKJ. In its plea agreement,
KBR asserted that it had conspired to pay bribes to Nigerian
Government Officials. As part of its plea agreement, KBR agreed
to pay a criminal fine of US$402 million. Contemporaneously,
KBR and its former parent company Halliburton also reached a
settlement of a related civil complaint filed by the SEC alleging
civil violations of the FCPA. KBR and Halliburton jointly agreed
to pay US$177 million in settlement of the civil complaint. The
US Government has also brought criminal charges against certain
individuals for conduct related to the Project.
A person or entity found in violation of the FCPA could be
subject to criminal fines and civil penalties of up to US$500,000
per violation and equitable remedies including disgorgement
(if applicable) of profits including pre-judgment interest on such
profits. Criminal penalties could range up to US$2 million per
violation or twice the pecuniary gain or loss from the violation.
2009 Reference Document
015

4
Risk Factors
4.4. Industrial and environmental risks
The amount of any fines or monetary penalties depend on factual
findings, including among others, the amount, timing, nature and
scope of any improper payment and related business transactions
and the level of cooperation provided to the authorities during
the investigations. Investigations of this nature and any related
settlements could result in (i) third party claims against Technip
which could include claims for special, indirect or consequential
damages (ii) adverse consequences on Technip’s ability to
obtain or continue financing for current or future projects and/
or (iii) damage to Technip’s business or reputation via negative
publicity adversely affecting Technip’s prospects in the commercial
market place.
French law was modified in September 2000 to attach, for the first
time, liability for the corruption of foreign public officials. Under
that law, criminal fines of up to €750,000, the confiscation of the
direct and indirect proceeds of the offence and various prohibitions
and civil damages may be imposed on a legal entity.
Technip and its counsel have held meetings with the US authorities
since July 2008 and have discussed a resolution of the investigation.
While these discussions have not concluded, Technip recorded
an exceptional charge of €245 million in the fourth quarter 2009
accounts reflecting the estimated costs of resolution based on the
status of ongoing discussions. The potential resolution does not
contemplate a criminal conviction for Technip’s role in the TSKJ
joint venture and would not affect Technip’s ability to continue
its operations in a normal manner. While Technip currently has no
reason to believe that the US investigation will not be resolved
as anticipated, there can be no assurance that final agreement
will be reached with the DOJ and the SEC. If final agreement is
not reached, Technip cannot exclude a different conclusion of
the investigation which could have a material adverse impact on
Technip’s financial position or operations.
The principles used to evaluate the amounts and types of provisions
for liabilities and charges are described in Note 1-C-(t)
Provisions ; the criteria for classifying an asset / liability as
“current” or “non-current” in the balance sheet is described in
Note 1-C Accounting Rules and Estimates which is included in
Section 20.1 of this Reference Document.
A presentation of significant legal proceedings involving the Group
can be found in Section 20.4 of this Reference Document.
4.4. Industrial and environmental risks
The operation of facilities Technip has used, built or is
currently building may expose Technip to liability claims in
connection with environmental protection or industrial risk
prevention regulations.
Technip operates in countries with numerous regulations related
to environmental protection and the operation of industrial
sites, which are increasingly stringent and constantly changing.
Technip could be held liable, for environmental liabilities under the
European Directive of April 21, 2004 which has been transposed
in the legislation of most of the member states where Technip
operates. In particular, Technip could be held liable for pollution,
including the release of petroleum products, hazardous substances
and waste from production, refining or industrial facilities, as well
as other assets owned, operated, or which were operated in the
past, by the Group, its customers or subcontractors. A breach of
environmental regulations could result in the remediation of
polluted sites at costs that could prove to be substantial, the
suspension or prohibition of certain activities and Technip’s liability
for damages incurred by third parties, which could have a negative
impact on the Group’s operations and financial results.
Although Technip does not directly operate facilities classified
under Clause IV of Article L. 515-8 of the French Environmental
Code (Seveso high threshold), certain of its activities (construction,
installation or commissioning) are carried out at industrial facilities
subject to risks. The persons responsible for these activities, in
cooperation with Technip’s customers, are subject to a number
of obligations and must take all necessary measures, in particular,
to monitor and evaluate risks and evacuate persons. This policy,
which places a premium on training, reflects accomplishments in
the areas of quality-assurance and employees accident prevention.
In 2009, more than 973,000 hours have been spent on training.
In the event of a major industrial accident in a facility subject
to such risks, Technip’s liability as an onsite participant for
damages to Technip’s employees or property, or the loss of an
important customer affected by a major accident, could have a
negative impact on the Group’s operations and income. Due to
the exceptional character of these risk factors, no provision has
been taken in 2009.
In addition to compliance with legislation since 2003, Technip has
adhered to the ten principles of the United Nations Global Impact
and discloses its initiatives in this respect (see Section 6.6 of this
Reference Document).
Technip has implemented an internal control system based on the
framework of the Committee of Sponsoring Organization’s of the
Treadway Commission (“COSO”) and risk management processes
described in Section 4 of the Report of the Chairman of the Board
of Directors to the Shareholders’ Meeting, included in Annex C
of this Reference Document. Within this framework, the main
risks of the Group are assessed and benefit from a management
system at various levels of organization. These risks are annually
assessed and are subject to corrective actions that are analyzed
by the Internal Audit Plan.
016 2009 Reference Document

Risk Factors
4.5. Credit/counter-party risk 4
Climate change could have an unfavorable impact on
Technip’s operations and income.
Technip divides climate change risks into three categories, each
of which is approached differently in terms of economic risks and
opportunities:
1. regulatory risks resulting from more stringent international,
European or national regulations intended to reduce greenhouse
gas emissions;
2. competition risks resulting from possible changes in customer
demand for more energy-effi cient products and processes;
and
3. physical risks such as damages or delays in the completion
of projects, resulting from an increasing number of climate
events.
The various control processes applied throughout the Group or
with respect to a project allow it to assess and manage these risks
depending on their size and on the perimeters of responsibility.
1. Technip has no facilities classified under the French national
greenhouse gas quota scheme (PNAQ II for the 2008-2012
period). However, investments in the petroleum industry can
be particularly impacted by changes in environmental laws and
regulations applicable to the place where a project is located
and to relevant business sectors. Regional Business Units, with
the assistance of Product Business Units, permanently monitor
environmental regulations in order to propose innovative solutions
to reduce greenhouse gas emissions. However, if certain
regulations change in an unexpected manner or impose requirements
for which Technip would not be in a position to propose
solutions, the obligations imposed by such regulations could
have a significant negative impact on the Group’s operations
and financial results.
2. Reporting directly to the Company’s Chairman and Chief
Executive Officer, the New Technologies Department is
responsible for identifying future technologies and developing
Technip’s action plan to fight global warming and to forecast
the future of energy demand.
In the absence of such an approach, Technip could no longer be
in a position to satisfy market demand, which could negatively
impact its operations and financial results.
3. Technip’s business could be materially affected by severe
weather conditions in countries in which it operates, which
could require the evacuation of its employees and the suspension
of such activities. A three-level operational organization is
in place to manage crisis situations. A corporate organization
involves regions and projects, which also implement their own
crisis management and communication processes to improve
efficiency should a crisis occur: this includes planning resource
(both of assets and persons) allocation, rapid activation of
crisis management processes, mobilization of persons and
optimization of the crisis management system. The actions
undertaken and the training provided relate to crisis alert,
process activation, management and resolution. Despite the
implementation of these procedures, unfavorable climate conditions
could result in the interruption of Technip’s operations.
Each of these events could significantly and adversely affect
compliance with contractual completion deadlines as well as
Technip’s operating income.
Technip could face claims for occupational disease related
to asbestos and incur liabilities as an employer.
Like most diversifi ed industrial groups, Technip may have to
address claims for occupational disease related to its employees’
exposure to asbestos. In the event asbestos-related occupational
disease is discovered, an employer could be held liable and be
required to pay significant compensation to victims or to their
heirs and assigns. The exposure of Technip’s employees to asbestos
could result from the presence of asbestos in certain buildings or
equipment used in the Group’s business in its numerous locations
and not to the use of asbestos in the manufacturing process,
subject to certain very limited exceptions. The Group is unaware of
any claims for occupational diseases in this respect. Nevertheless,
should Technip be held liable and should case law with respect
to the indemnities payable, evolve in favor of victims the Group
could suffer serious financial consequences.
4.5. Credit/counter-party risk
Because the worldwide market for the production, transportation
and transformation of hydrocarbons and by-products, as well
as the other industrial sectors in which the Group operates, is
dominated by a small number of companies, Technip’s business
is concentrated on a limited number of customers. The Group
regularly performs credit risk analyses before entering into
contracts and sets up payment guarantees as necessary, where the
risk is considered too high, as well as procedures for monitoring
customer payments.
With respect to past due but not impaired trade receivables, the
principal counterparty represents €58,0 million as of December 31,
2009 (see Note 33-(d) to the Consolidated Financial Statements
for the fi nancial year ended December 31, 2009 included in
Section 20.1 of this Reference Document). Part of this trade
receivable was paid beginning of 2010.
In 2009 and as of the date of this Reference Document, the
Group has not suffered significant payment defaults by its clients.
See Note 16 to the Consolidated Financial Statements included in
Section 20.1 of this Reference Document, indicating the amount
of doubtful accounts and provisions for depreciation pertaining
thereto.
For informational purposes, the percentage of consolidated
revenues generated by Technip’s top five and top ten customers
is reported in Section 4.1 of this Reference Document.
2009 Reference Document
017

4
Risk Factors
4.6. Liquidity risk
4.6. Liquidity risk
Group’s exposure to liquidity risks is presented in Note 33-(a) to
the Consolidated Financial Statements included in Section 20.1
of this Reference Document.
As of January 1, 2009, Standard and Poor’s corporate credit rating
of Technip was BBB/Stable/A-2. On November 26, 2009, the perspective
was changed from stable to positive as of December 31,
2009 the Standard and Poor’s corporate credit rating of Technip
is BBB/positive/A-2.
Technip’s business generates negative working capital requirements.
Technip’s financing needs are met pursuant to a Group policy
implemented by the Finance and Control Division.
Cash management is centralized at the head office and coordinated
through financial centers located in the Group’s main
operating subsidiaries.
Technip Eurocash SNC, a French general partnership (société en
nom collectif) acts as a cash pooling entity for the Group’s main
entities, in compliance with applicable laws and regulations in
each of the relevant countries. In this regard, Technip Eurocash
SNC has entered into cash pooling agreements with most of
the Group’s subsidiaries in order to pool surplus cash and to
meet their needs, except where local economic and financial
considerations result in resorting to external local debt. Technip
Eurocash SNC’s management committee is comprised of the
Group’s Regional Chief Financial Officers and meets several
times per year.
As of December 31, 2009, the Group had various unused financing
sources that allow it to meet its requirements for financing
its general corporate needs, or which are reserved for financing
new assets or certain activities.
Bond issue 2004-2011
In May 2004, Technip issued a €650 million bond loan, as described
in Note 21 to the Consolidated Financial Statements (“Financial
Debts”) included in Section 20.1 of this Reference Document.
This issue, listed on the Luxembourg Stock Exchange, enabled
Technip to extend the average maturity of its debt. This bond loan
contains commitment and default clauses for bond issues, and do
not include any financial ratios.
Deep Energy financing
The US$241 million credit facilities agreement entered into
in 2009 for the financing of Deep Energy–(the vessel formerly
called the New Pipelay Vessel (NPV)), which is currently under
construction:
a credit facility in the amount of US$125 million granted to
Technip, to be reimbursed in four equal semi annual installments
from June 15, 2011 until December 15, 2012;
a credit facility in the amount of US$88 million granted to
TP-NPV Singapore Ltd, guaranteed by Technip and benefiting
from credit insurance from the export credit agency Finnerva
(Finland), to be reimbursed in 17 equal semi annual installments
from July 15, 2011 until July 15, 2019;
a line of credit in an amount of US$28 million granted to Technip
NPV Singapore Ltd, guaranteed by Technip and benefiting from a
credit insurance from the export credit agency Coface (France),
to be reimbursed in 14 equal semi annual installments from
July 15, 2011 until January 15, 2018.
These variable interest rate credit agreements include the usual
commitments and default provisions applicable to Technip and the
subsidiaries of the Group and do not include any financial ratios.
They do not include any asset.
As of December 31, 2009, US$30 million were drawn on the
US$125 million credit facility.
Skandi Arctic financing
In March 2009, Doftech DA (a 50% indirectly owned subsidiary
of Technip) signed a 1 billion Norwegian crowns facility
agreement for the fi nancing of the Skandi Arctic vessel. This
facility will be reimbursed in 24 equal semi annual installments
starting September 16, 2009 and ending March 16, 2021. As
of December 31, 2009, the facility, fully drawn, amounts to
958.333 million Norwegian crowns following the first semi annual
payment on September 16, 2009.
One tranche of the facility, corresponding to 70% of the total
amount is granted at a fixed rate of 5.05% by the Norwegian
financing institution Eksportfinans and benefits from a guarantee
by GIEK. The other tranche of the facility is granted at variable
rate by a commercial bank.
This credit facility is guaranteed jointly but not severally by Technip
Offshore International and by the parent company of the other
shareholder of Doftech DA, on a 50/50 basis. It also benefits from
a mortgage over the Skandi Arctic vessel.
This credit agreement includes the usual commitments and default
provisions and does not include any financial ratio.
BNDES (Banco Nacional de Desenvolvimento Econômico e
Social) Facilities
In September 2009, the Brazilian subsidiary Flexibras signed three
separate credit facilities for a total amount of 300 million Brazilian
reals to sustain the prefinancing of its export activities.
Each facility was signed with a different commercial bank on
behalf of BNDES in connection with BNDES financing and for
different amounts (140 million, 90 million and 70 million Brazilian
reals respectively). As of December 31, 2009, each loan was fully
drawn.
The three facilities are at fi xed rate with a single redemption
date: August 15, 2012. The credit agreements include the usual
default provision for such facilities and do not include any financial
ratio.
018 2009 Reference Document

Risk Factors
4.7. Market risks 4
Syndicated credit facility and bilateral lines
As of December 31, 2009, the Group had various unused financing
sources that allow it to meet its general corporate purposes
financing needs:
1/ A credit facility in the amount of €850 million, which
was signed in 2004 and amended in 2005, 2006 and 2007
at Technip’s request. This credit facility is redeemable in fine on
June 20, 2012. It is not secured by any of the Group’s assets. It
carries commitments from Technip and those of its affiliates
entitled to draw on the facility customary for a financing of
this type, and does not include any financial ratios.
The amendment signed in June 2005 principally related to a
credit maturity extension to June 2010 and to a reduction
in financial conditions. The amendment signed in June 2006
extended the credit maturity to June 2011. The amendment
signed in June 2007 extended the credit maturity to
June 2012.
2/ Two credit facilities in the amount of €125 million each,
drawable in Euros or in US dollars. The expiry dates are, respectively,
May 26, 2012 and June 27, 2012, following bilateral
negotiations. They have the same commitments as the credit line
described above including the exclusion of any financial ratios.
3/ Two credit facilities in the amount of €80 million and
€90 million, respectively, drawable in Euros or in US dollars.
The expiry date for the €80 million facility is May 7, 2013.
Repayment under the €90 million facility will begin on May 13,
2011 and end on May 13, 2015. These facilities both have
the same commitments as those described in paragraph 2/
above.
4/ Various unused credit facilities amounting to €37.6 million.
The credit agreements providing for these financing arrangements
do not include early payment provisions in the case
of deterioration of the borrower’s credit rating. These credit
agreements include variable interest rate in the event they are
used as well as usual default provisions.
As of December 31, 2009, the credit facilities confirmed and
available to the Group amounted to €1,454 million, of which
€1,416.5 million are available beyond December 31, 2010.
Of this amount of 1,454 million euros, €183 million are
reserved for the financing of certain assets or for certain
subsidiaries.
In the light of market conditions, no commercial paper was
outstanding as of December 31, 2009. Technip Eurocash SNC
retains an authorization from the Banque de France for a
maximum amount of €600 million.
Amounts falling due in 2010 and 2011 under long-term debt
amount to €749.8 million including €78.4 million of accrued
interest and fees and €671.4 million of principal.
Private placement notes with a deferred issue date
On November 19, 2009, Technip signed an agreement with an
international bank establishing the terms on which Technip agreed
to issue in July 2010 200 million euros of notes which will be
subscribed by an investor in a private placement conducted by
the international bank and, subject to certain conditions, the
international bank’s obligation to procure the subscriber or, failing
which, to subscribe and pay for the notes itself.
The signed agreement details the summary terms of the notes: the
issue date will be July 27, 2010, the maturity date will be July 27,
2020, and the annual coupon amounts to 5%. The other terms
of the notes are similar to the terms of the bond loan issued in
2004 and do not include any financial ratios. These notes will be
listed on the Luxembourg Stock Exchange.
4.7. Market risks
4.7.1. Currency risk
Technip considers that the main currency risk it has to face is the
operating currency risk. A currency risk analysis is performed for
each contract. It takes into account currency flows in and currency
flows out. Exposure per currency is calculated and covered, and
this exposure is regularly updated.
Each contract is individually monitored pursuant to the Group’s
procedures. The initial currency exposure is systematically covered
when the contract is entered into and is regularly reviewed during
the performance of the contract. This monitoring is included in
internal reporting.
Currency hedging is conducted in accordance with accounting
standards taking into account future flows (microeconomic cover)
and are spread among several banking counterparties, each of
which is selected following due analysis.
As discussed in Note 1-C-(c) to the Consolidated Financial
Statements (“Foreign Currency Transactions and Financial
Instruments”) included in Section 20.1 of this Reference Document,
Technip uses financial instruments to manage its exposure to
currency risks incurred in the normal course of its business. The
exchange rate hedging contracts arranged by the Group are for
specific, future projects pursuant to signed contracts.
Technip believes that the allocation of revenues and principal
operational expenses among the main invoicing currencies is not
necessary information for Technip.
2009 Reference Document
019

4
Risk Factors
4.7. Market risks
The main hedging instruments used by the Group to address currency risks are the following:
As of December 31,
2009 2008
Maturity
Nominal
Value
Nominal
Value
2011 and
In millions of Euro
beyond 2010
Buy Foreign Currency, Sell National Currencies 17.3 400.0 417.3 475.4
Sell Foreign Currency, Buy National Currencies 771.6 982.5 1,754.1 1,151.0
Buy/Sell Foreign Currency 79.4 353.4 432.8 433.7
Total Hedging Instruments 868.3 1,735.9 2,604.2 2,060.1
Currency risk is mainly related to the US dollar. An upward or
downward change in the US dollar spot price of 10% at the end
of the fiscal year would have had increased or decreased earnings
before taxes by €3.9 million (as a result of financial instruments
held for economic hedging but not qualified for hedging accounting)
and would have increased or decreased fair value reserves
in equity by €97,8 million.
As of December 31, 2009, no currency options has been used.
The Group’s consolidated currency position is not measured. However, as of December 31, 2009, Technip’s outstanding hedging instruments
by currency were the following:
USD/EUR purchase
USD/EUR
sale
USD/GBP
purchase
USD/GBP
sale
Purchase/sale
of foreign currency
vs. EUR
Purchase/sale of foreign currency
vs. Foreign currency
189.3 1,537.8 14 265.2 444.3 153.6
The Group’s rules require that all of its transactions in foreign
currencies be hedged. As a result, almost all of its assets and liabilities
denominated in foreign currencies are hedged and Technip
believes that the residual currency risk is not significant.
Entities in the Group may be subject to currency risks linked to
foreign currency exchange. Most of the Group’s subsidiaries’ shortterm
financing needs are met by the cash pooling entity, Technip
Eurocash, in the requested currency. Technip Eurocash centralizes
excess cash in any currency for most of the Group’s subsidiaries
and has the necessary cash available in a requested currency or it
enters into forward exchanges contracts. The fonctionnal currency
of Technip’s subsidiaries is most often the local currency.
4.7.2. Rate risk
The following table sets forth the maturity of Technip’s financial
assets and financial debts as of December 31, 2009. The schedule
of maturity corresponds to the date of revision of interest rates.
In millions of Euro
Call Money Rate
within 1 Year 1 to 5 years Over 5 years Total
Convertible Bonds
(including Accrued Interest Payable)
Bond Loans
(including Accrued Interest Payable)
Bank Borrowings and Credits
(including Accrued Interest Payable)
-
18.1
5.1
-
650
133.8
-
-
23.2
-
668.1
162.1
Refundable Advances - - - -
Fixed Rate 23.2 783.8 23.2 830.2
Cash and Cash Equivalents (2,656.3) - - (2,656.3)
Commercial Papers - - - -
Bank Loans and Credits 3.4 27.5 10 40.9
Bank Overdrafts 1.6 - - 1.6
Floating Rate (2,651.3) 27.5 10.0 (2,613.8)
Total (2,628.1) 811.3 33.2 (1,783.6)
020 2009 Reference Document

Risk Factors
4.7. Market risks 4
Sensitivity analysis in regards to
a change in interest rates
Technip’s variable rate debt amounted to €42.5 million, as
compared to total debt of €872.7 million.
The Group’s treasury is invested in short-term securities so as
to ensure its liquidity. Financial products vary depending on the
fluctuations in currency interest rates.
As of December 31, 2009, the Group’s net short-term cash position
(cash and cash equivalents less short-term financial debts)
amounted to €2,628.1 million.
A 1% (100 basis points) increase in interest rates would reduce
the fair value of the fixed rate debt issuance before taxes as of
December 31, 2009 by €10.6 million. Conversely, a decrease of
1% (100 basis points) would increase fair value before taxes by
€29.1 million.
Moreover, a 1% (100 basis points) increase in interest rates would
generate an additional profit of €26.3 million before tax to the
Group’s short-term net cash position. A 1% (100 basis points)
decrease in interest rates would generate a loss in the same
amount.
12/31/2009
Impact on
estimated
financial charges
and revenues
before taxes*
Impact
on equity
before taxes
In millions of Euro
Impact of +1% change
on interest rates 25.9 0
Impact of -1% change on
interest rates (25.9) 0
* On the basis of outstanding amounts as of December 31, 2009.
Method of monitoring interest rate risks
Technip regularly analyzes its exposure to interest rate risks, under
the responsibility of the Director of the Treasury Division, who
reports directly to the Deputy CFO.
The Group does not use fi nancial instruments for speculative
purposes.
As of December 31, 2009, the Group had not entered into any
hedging instruments (e.g., interest rate swaps, forward rate
agreements).
The only outstanding fixed rate debt for which the residual maturity
is greater than one year amounts to 807.3 million euros, and
is mainly comprised of the bond loan as well as the draw downs
on the subsidized loans granted to one of the Brazilian subsidiaries
in connection with the pre-financing of its export activity and
the refinancing of investments, and a portion of a loan granted
to a Norwegian subsidiary in connection with the financing of
the Skandi Arctic.
4.7.3. Stock risk and other financial
instruments
Risks related to Technip’s shares
Portfolio of third
party shares or
mutual funds
(OPCVM)
Portfolio
of treasury
shares
In millions of Euro
Asset balance 0 143.8
Provisions for risk 0 (100.2)
Off balance-sheet 0 0
Net total position 0 43.6
Sensitivity to changes in share price
The Company holds 3,065,910 treasury shares. In the event of
a 10% decrease in Technip’s share price, which was €49.40 at
December 31, 2009, the Company would be required to record a
provision in its annual accounts in an amount of €3.2 million.
The Group owns 789,067 shares of Gulf Island Fabricators Inc.
(GIFI), an American company listed in New York (NASDAQ).
The Group holds no other third party shares, either directly or
through a collective investment vehicle (Organisme de Placement
Collectif en Valeurs Mobilières, or “OPCVM”).
See Note 26 to the Consolidated Financial Statements included
in Section 20.1 of this Reference Document for a summary of
investments by type of financial instrument and by accounting
classification.
4.7.4. Raw materials risk
Technip’s main procurement relates to equipment for which raw
materials are purchased by suppliers and subcontractors. This
main equipment is rotating equipment, pressure vessels, heat
exchangers etc…
The direct impact of variations in raw material prices on equipment
cost is rather low except for some products such as pipes for which
the added value is limited. Since flexible pipes and its components
are very specific, plants limit their stocks to needs for ongoing
projects and backlog.
Technip participates in the commodity market for the procurement
of its flexible pipes and umbilical plants representing in value 11%
of Group’s procurement in 2009. Such procurement is made, from
the most important to the less one, of steel wires, thermoplastics
and stainless steel.
A significant increase in commodity prices, especially energy such
as oil and gas, may impact the operating costs of the Group and
its subcontractors. When Technip is committed to a lump-sum
contract it is not always possible to recover an increase in commodity
prices from clients. This could result in a decrease in profit
margins or a loss on contracts, which could have a negative impact
on Technip’s results and financial situation.
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4
Risk Factors
4.8. Risk management policy and insurance
4.8. Risk management policy and insurance
Technip aims to deliver installations and services of high quality
and to perform within the deadlines and budgets negotiated with
its clients. Furthermore its leading global position in project management,
engineering and construction for the oil and gas industry
as well as the large technological portfolio that it is able to offer
to its clients exposes it to technological, strategic and reputational
risk, which are particulary affected by the development of the
environment in which the Company operates and by applicable
regulation. Consequently, a balanced management of risks and
opportunities of a financial, industrial, environmental, geopolitical
and business nature are key elements of the economical and
operational development and performance of the Group.
4.8.1. Generalities
Depending on their nature and importance, risks are managed by
Group Divisions (see Section 4.2.2 of the Report of the Chairman
of the Board of Directors to the Shareholders’ Meeting included in
Annex C of this Reference Document) and at the level of Regions.
Under the authority of the Chairman and Chief Executive Officer
of the Company, the Group is organized around Corporate
Divisions. Each Corporate Division contributes to the management
and assessment of those risks faced by the Group within its sphere
of responsibility. Risk assessment is directed from the Corporate
Divisions, across the Regions and the other divisions of the Group
to the level of each individual project.
Additional information on risk management and the parties
involved is included in Section 4.2.2 of the Report of the Chairman
of the Board of Directors to the Shareholders’ Meeting included
in Annex C of this Reference Document.
Under the authority of the Senior Vice President Corporate Risk
Manager, an initiative to inventory and analyze risks has been
ongoing within the Group since 2008. Risks are mapped internally
and improvement plan are implemented and provisions taken as
necessary.
4.8.2. Crisis management
As part of its global risk management policy, in 2008 Technip
instituted an operational organization on three levels to manage
all manner of crisis situations. A central system is connected
directly with the Regions and the individual Projects, which have
implemented their own crisis management and communication
systems to increase effi ciency in the event of a crisis: these
include anticipating human and material resource needs, rapid
activation of the crisis management system, staff mobilization, and
optimization of crisis management. Initiatives taken and training
have focused on alert mechanisms, crisis management system
activation, and exit strategies.
Crisis management and business continuity
Technip has implemented a crisis management system reflecting
its organizational and operational requirements, particularly
Offshore and Subsea. Training and drills are regularly organized
in the different Regions of the Group (including within the fleet
under the supervision of Technip Safety Division) to familiarize the
Emergency Response Teams with their roles and responsibilities
in case of incident.
A Business Continuity Plan in place for Corporate and will be
extended to production units and to different Regions of the
Group over 2010 and 2011.
4.8.3. Management of risks relating
to the Group and its activities
In addition to the usual legal precautions reviewed at the project
stage (see Sections 6.3.1 and 6.3.2 of this Reference Document),
the Group endeavours to reduce its exposure to risks it encounters
in connection with its activities. In this regard, since 2007 it has
been developing a “de risking” approach, detailed in Section 6.3.3
of this Reference Document, aimed at tailoring contractual forms
to the geographical areas where it performs its contracts, balancing
backlog by business segment and at developing association
strategies in order to share the risk of its projects.
More specifically the Group aims to reduce the risks relating to
contractual exposure to construction risks and also endeavours
to limit risks relating to contract performance through a selective
approach to projects as early as the proposal stage. See Section 6.3.1
of this Reference Document for further information.
Furthermore, Technip includes in its selection process for subcontractors
and suppliers a credit analysis, which could result in
Technip not selecting a subcontractor or a supplier, to require that
they issue bank guarantees or to adapt their payment conditions
to the risks identified.
With respect to its competition exposure, the Group endeavours
to reduce such exposure by seeking to differentiate itself from
its competitors in various areas in which Technip operates, in
particular in technologies, geographical organization and execution
capabilities and by proposing them to potential clients. Finally,
balancing activities across geographical areas and business
segments also contributes to the reduction of competition risks
(see Section 6.3.3 of this Reference Document).
Risk management procedures also include the development of
expertise relating to the security of large projects (the implementation
of a specific entity dedicated to the management of
security of large projects: Technip Security Management System)
and, if necessary, the purchase of insurance policies covering
political risks.
4.8.4. Raw materials risk management
Technip uses an information network in order to adequately
anticipate risks of increase in commodity prices. For projects
requiring a large quantity of the raw materials which are most
sensitive to market variations, Technip’s endeavours to fix such
prices at the time of contract signature. For some contracts in
which a specific raw material or specific equipment represents a
significant part of the contract, Technip may qualify to purchase
price of such raw materials or equipment in its commercial offer in
order not to support an increase in the price of such raw materials
or equipment for the duration the contract.
With respect to raw materials used by Subsea in the manufacturing
of flexible pipes and umbilical in 2009, the Group used first-class
suppliers such as ArcelorMittal, Sandvik, Bekaert, Balmoral and
Arkema.
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Risk Factors
4.8. Risk management policy and insurance 4
Technip continuously strives to consolidate its procurement
sources and to maintain sufficient suppliers for strategic equipment
and raw materials. This aims at making it possible for each Group’s
project to constantly benefit from best market conditions.
New suppliers are under qualification with the opening of Asiaflex
Products, the new production unit in Malaysia. All the Group’s
plants shall benefi t from these new sources. For these plants
and whenever it is possible, Technip aims to conclude long term
contracts with its suppliers in order to limit unforeseen turn of
events linked to variations of prices of such commodity.
4.8.5. Management of maritime risk
Important prevention and protection measures have been implemented
within Technip, including, in particular, security procedures
dedicated to transit through areas considered “difficult” on the
basis of information provided by relevant authorities. Emphasis
is also placed on raising awareness and training crews in security
and crisis management.
A “Technip Security Navy Tracking” system was also developed by
Technip Security Division. It enables the tracking of both Technip’s
fleet and sensitive maritime areas, in order to implement appropriate
measures to reduce the exposure to potential threat.
Technip Security Division teams, exclusively dedicated to maritime
protection, directly report to managers of fleet operations in order
to provide expertise and contact with the various authorities on
a permanent basis.
4.8.6. Best practices / Security
management for Large Projects
Over recent years, Technip has developed specific security
know-how on large Projects in Africa, Asia and the Middle East.
In an environment of increasingly complex and volatile therefore
Technip has created its own security assessment system for an
upstream identification of potential risks, and a global security
management system based on innovative solutions.
These different experiences have been analyzed, to extract
information, which has been gathered in the Technip Security
Management System handbook dedicated to the Projects security.
This framework document enables the sharing of good security
practices with all the entities of the Group. It encourages the
integration of security issues into projects as early as possible in
order to propse solutions in a tailored, measured (especially in
terms of human involvement and cost) and efficient manner at
each key step. Implementation of appropriate security measures
is a key factor for the successful execution of projects, in particular
during the Evaluation and Construction phases. This approach
is explained to clients, partners and subcontractors, to be as
consistent as possible.
4.8.7. Management of air travel risk
Technip pays special attention to the security of its employees’
means of travel, especially air travel conditions. Several preventive
measures have been developed in order to make Project teams
aware of international recommendations for the selection of
airlines and the possibility of conducting preliminary audits in
order to ensure the reliability of airlines.
4.8.8. Management of risks
related to information
and information systems
Technip oversees the protection of its technological know-how.
Security of Information Systems, especially on Projects, contributes
to the preservation of this know-how and reduces risks of IT
incidents, which could have repercussions on activities and proper
operation of Group business.
Security of Information Systems is notably based on a pro-active
approach assuming separation of operational functions and cost
risks:
the system is set up by the IT Division according to strict
guidelines;
it is internally audited by the Security Division; and
potential vulnerabilities are immediately corrected by IT
Division.
This process permits a continuous update of the security of the
Group’s information systems.
4.8.9. Management of risk
linked to its personnel
In order to attract qualified employees, in 2009 Technip created
new roles:
Vice President for Strategic Resources. Dedicated to specific
populations of qualified employees (Onshore, Offshore, Subsea,
experts, critical support functions), he or she ensures Technip has
the appropriate workforce plan in place to manage its resources
both quantitatively and qualitatively;
these efforts are complemented by the recently created Head of
Global Sourcing & Recruitment who is in charge of identifying
talents globally, in order to meet the recruitment objectives of
the Regions.
In order to retain qualified employees, in 2009 Technip established
a list of critical personnel composed of holders of critical positions
who have high potential and for which retention mechanisms, as
well as an alert system, have been put in place.
This list of critical personnel is prepared jointly by business and HR
management and is updated twice a year. Such critical personnel
represent 20% of the total headcount.
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4
Risk Factors
4.8. Risk management policy and insurance
4.8.10. Financial risks management
Within the framework of its activities, Technip is subject to
certain types of financial risks: credit/counter-party risk, liquidity
risk, currency risk interest, rate risk and share risk. The Group
has implemented a coverage policy of such risks as described in
Sections 4.5 to 4.7 of this Reference Document.
4.8.11. Insurance
The general policy for covering the Group’s risks relating to
contracts, damage to property and third-party liability is determined
by the Group Legal Division, in consultations with the
Heads of the Regional Insurance Departments. Technip endeavors
to tailor its insurance on the basis of the coverage available on
the market and in light of the specific characteristics and risks
of its projects. The Group believes that its coverage is in line
with normal business practices in this sector. However, it cannot
guarantee that its insurance policies are sufficient to cover all
possible circumstances and contingencies or that it will be able
to maintain adequate insurance coverage at reasonable rates and
under acceptable conditions in the future.
Technip’s current policy regarding insurance focuses on two main
areas:
insurance policies relating to contracts; and
permanent insurance policies.
4.8.11.1. Insurance policies relating to contracts
Insurance policies relating to contracts are specific policies subscribed
to cover the needs of, and are for the duration of, a single
project, for which costs are either re-invoiced to the customer or
borne directly by the customer according to the terms described
below. Technip is the beneficiary under these policies, either as a
direct subscriber on its own behalf and on behalf of its contracting
partners on the project (the costs relating to these policies are
passed on to the customer as part of the contract price) or as an
additional insured party on policies directly maintained by the
customer.
Generally, policies relating to contracts are “Builders’ All Risks”,
which have the advantage of covering the installation to be
completed, including equipment, products and materials to be
incorporated, against risks of damage during the design, transport,
transit, construction, assembling, load testing and maintenance
phases. These policies cover the total value of the installations
to be completed.
The occasionally high premiums (generally between 0.3% to
0.6% for “Onshore” risks and over 1% for “Offshore” risks) and
deductibles (occasionally up to US$5 million) of these policies
encourage the Group to improve its technical and legal means of
prevention and protection.
In this regard, a panel of guidelines specific to insurance contract
negotiation has been implementedthroughout the Group.
Moreover, the Group maintains workers’ compensation coverage
(coverage of worker’s industrial injuries outside France) depending
on the needs of each contract and on the applicable regulations
in the countries where such contracts are being performed and
it monitors the insurance coverage of its automobile fleets on a
regional basis.
4.8.11.2. Permanent insurance policies
Permanent policies primarily cover losses that are not covered by
policies relating to contracts, so that policies relating to contracts,
together with permanent policies, provide complete coverage.
A distinction must be made between:
Technip’s civil liability
These policies relate to Technip’s civil liability for installations delivered
outside of periods covered by policies relating to contracts
and to third party liability.
The Group’s civil liability insurance program covers business civil
liability risk and general liability on all of its businesses within a
single plan. This integrated program is based on a master policy
that includes all policies maintained locally by the Group’s
subsidiaries.
A key element of the plan is Engineering Re, a captive reinsurance
company that covers professional liability insurance.
Engineering Re participates in the Group’s Civil Liability Insurance
program and applies the terms and conditions of the original
“Master” policy delivered by Technip’s insurers.
Engineering Re manages its exposure by limiting its of involvement
annually on the lower tranches of risk. It also takes part in the
reinsurance of the “Master” insurer upper tranche of risk, which
is secured by reinsurance protection.
Engineering Re’s involvment is determined based on the risk of
intensity and not frequency constituted by the Group’s Civil
Liability program which covers Business Civil Liability, Operational
Civil Liability and Civil Liability.
The net retention of Engineering Re amounts to €2 million
per incident and €9 million per year on the first tranche of the
program and €750,000 on the second tranche.
As a reinsurance company, Engineering Re’s its risk management,
apart from the choice of risk coverage, consists of paying for funds
called by primary insurers, subject to the retention limits described
above.
The Group’s maritime business
Policies relating to the Group’s maritime business through its
Offshore operations are the following:
“Hull and machinery” policy that covers the entire fleet in the
event of total loss or significant repairs;
“Liability incurred by ship owners with respect to third parties”
policy, referred to as “Protection & Indemnity” (“P&I”), which
is ensured by a P&I Club. This policy also covers pollution risks
attributable to vessels.
Moreover, industrial sites for the manufacture of offshore products
are covered by “But All Risks” policies, with respect to both assets
and operating losses resulting from a claim.
Finally, the Group’s various premises, in particular, the head office,
carry multi-risk policies.
The Group’s multi-risk policies
In addition, the Group carries a multi-risk policy covering all of its
industrial assets with respect to damages and operating losses.
The cost of the Group’s insurance for all permanent policies in
2009 was less than 1% of revenues.
024 2009 Reference Document

Risk Factors
4.8. Risk management policy and insurance 4
4.8.11.3. Prospects of permanent policies
Over the first half of 2009, the Group engaged an external consultant
to carry out an in-depth audit of its permanent insurance
coverages. The audit report provides a positive assessment of
existing coverage and proposes recommendations in order to
pursue improvements.
Based on the recommendations of this report, which suggests,
in particular, clearer policies and simpler brokerage, Technip has
undertaken a three-year optimization plan (2009-2011) of its
permanent coverage. This plan includes a qualitative aspect (i.e.,
adjustments to liability policy covers structure including an
eventual captive solutions option), and a budgetary aspect (i.e.,
in the region of 10% reduction target while at least maintaining
the same coverage contents conditions).
It has been decided to reduce the number of insurance brokers
from 3 to 2.
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5
Information on the
Company and the Group
5.1. History and Development. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .26
5.1.1. Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .26
5.1.2. Registration place and number. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .26
5.1.3. Date of incorporation and term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .26
5.1.4. Registered office, legal form and applicable Law. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .26
5.1.5. History . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .26
5.1.6. Technip and the stock exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .28
5.2. Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .30
5.2.1. Investments made since 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .30
5.2.2. Main investments underway and main future investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .30
5.1. History and Development
5.1.1. Name
The Company’s name is “Technip”.
5.1.2. Registration place and number
Commercial register of Nanterre: 589 803 261 RCS Nanterre.
APE code: 7010 Z.
5.1.3. Date of incorporation and term
The Company was created on April 21, 1958 for a period of
99 years. The expiration date is April 20, 2057.
5.1.4. Registered office, legal form
and applicable Law
The registered office is located at 6-8, allée de l’Arche–Faubourg
de l’Arche–ZAC Danton–92400 Courbevoie (France).
The registered office telephone number is +33(0)1 47 78 21 21.
Technip is a French limited liability company with a Board of
Directors, governed by French law, including the provisions of
Book II of the French Commercial Code.
5.1.5. History
1958-1960s
Technip was created on April 21, 1958. Its first significant commissions
on the French market were Total’s Donges and Feyzin
refineries and the natural gas desulfurization in Lacq. Building on
its initial success in France, Technip began to look abroad, and was
awarded contracts to build refineries in Chittagong, Abidjan and
Tamatave. The Company also moved the industry forward when it
won the contract to build the world’s first natural gas liquefaction
plant in Arzew, Algeria.
In the late 1960s, Technip expanded its operations to include
petrochemicals, chemicals and fertilizers.
After opening a site in Lyon, the Company entered into contracts
to build the natural gas liquefaction plant in Skikda, Algeria and
the first unit of the natural gas desulphurization complex in
Orenburg, the former USSR.
1970s
In the early 1970s, Technip worked to assemble an international
engineering group, including Technipetrol in Rome and Tecplant
in Barcelona.
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Information on the Company and the Group
5.1. History and Development 5
Technip’s young petrochemicals business was awarded two major
contracts: one for China’s massive Liao Yang complex and one for
the number two steam cracker in Feyzin, France.
1971 saw the birth of Coflexip, a company specialized in the
design and manufacture of the flexible pipes used in subsea
hydrocarbon extraction.
Over the course of this decade, Technip also created Technip-
Geoproduction, a hydrocarbon field equipment specialist, and
merged with COCEI, an engineering company specialized in
various non-oil industrial sectors such as bottling factory and
cement, fuelling the Company’s sector diversification.
Building on its earlier success in the ex-USSR, Technip entered
into contracts worth FRF2.5 billion (around €381 million) for
aromatic complexes in Ufa and Omsk, as well as a contract to
improve 2,000 oil wells in Western Siberia using gas lift technology.
Technip was awarded its first projects in Brazil and the
Middle East, to build steam crackers in Triunfo, Brazil and Umm
Said, Qatar.
1980s
The early 1980s brought significant progress for the Company’s
business in the Middle East and in Asia, with contracts to build a
gas processing plant in Zubair, Iraq and the refinery in Umm Said,
Qatar, as well as with the creation of TPG Malaysia in Kuala
Lumpur and Technip Abu Dhabi. Technip entered into a contract to
build a refinery in Al Jubail, Saudi Arabia with an annual capacity
of 12 million tons, and launched the first phase of the Astrakhan
gas complex in the ex-USSR. It also purchased Creusot Loire
Entreprise (CLE), gaining a foothold in the cement industry.
In the mid 1980s, while undergoing a financial restructuring,
Technip was awarded two major gas processing contracts:
Astrakhan 2 in the ex-USSR and North Field in Qatar. Adding
to Technip’s reputation as a pioneer, Technip-Geoproduction
achieved a technological breakthrough with the raising of the
Ekofisk platforms in the North Sea. In cooperation with SGN, the
Company also assisted in expanding the nuclear fuel reprocessing
plant in La Hague. To help service its growing South American
presence, Coflexip built a flexible pipe plant in Brazil in 1986.
At the turn of the decade, the Group founded Technip Seri
Construction and acquired a stake in Portuguese engineering
company, Lusotecna.
1990s
In 1990, Coflexip founded an umbilical manufacturing plant,
Duco Ltd.
Turnkey business became a major part of Technip’s work in the
early 1990s, with gas processing installations such as Accro 1 in
Venezuela and Bab Habshan (OGD 1) in Abu Dhabi. Continuing
its expansion, Technip acquired Spie-Batignolles’ industrial
engineering operations (Speichim and EGI) and took over Saint
Petersburg-based company Lentep, which it renamed Technip CIS.
Coflexip also acquired Perry Tritech Inc., a radio-guided subsea
robot manufacturer.
Coflexip was listed on the NASDAQ in 1993, and Technip was
listed on the Paris Stock Exchange in 1994.
Turnkey construction of the Leuna refinery in Germany and the
Bonny natural gas plant in Nigeria began in the 1990s. Technip
also delivered breakthroughs in the worldwide upstream oil sector
with the world’s largest floating production unit in the N’Kossa,
Congo field and the first TGP 500 platform in the Harding field in
the North Sea.
The mid 1990s saw another flurry of expansion. The Company
founded Technip Tianchen in China, acquired a majority stake
in Houston’s upstream oil specialist, CBS Engineering, and, with
SGN, created Krebs-Speichim, a chemical engineering company.
The Group rounded out the decade with the acquisition of KTI/
MDEU and the creation of Technip Germany, Technip USA and
Technip Benelux, increasing its workforce by more than one-third
in just a few short years to 10,000. It was at this point that Technip
became the industry’s European leader.
Meanwhile, Coflexip acquired the Stena Offshore Group, a subsea
works business in the crude oil-related industry, specializing in
the installation of “reeled” pipes, and built a steel umbilicals
manufacturing unit, Duco Inc., in Houston, Texas.
2000s
In April 2000, Technip took an important step by becoming
Coflexip’s largest shareholder. Separately, Coflexip acquired
Slingsby Engineering Systems Ltd, a subsea robotic systems
maker.
2001 was a year of major organizational changes: Krebs-Speichim
merged with Technip, creating Technip LCI from the Life Science,
Chemical and Industry segments. In 2001, Technip also acquired
Brazilian engineering company UTC.
Coflexip acquired Aker Maritime’s Deep Sea division. Technip
launched a takeover bid for Coflexip in 2001. The two companies
were merged into Technip-Coflexip, Europe’s leading operator in
the engineering, technology and oil and gas services sectors, and
the fifth-largest worldwide. Technip was listed on the New York
Stock Exchange (NYSE) in 2001.
By the mid-2000s, Technip was generating annual revenues
of nearly €5.4 billion and boasted a workforce of nearly
21,000 employees representing 60 nationalities and working in
more than 50 countries.
Once the integration of its acquisitions was complete, Technip
underwent a structural reorganization, and adapted its asset base
to changes in its markets:
■
■
Technip UK Limited concluded a memorandum of understanding
with Mermaid Offshore Services Limited, for the sale of
Marianos, a diving support vessel;
Technip USA Holdings Inc sold the assets and business of Gulf
Marine Fabricators, a Technip subsidiary located near Corpus
Christi, Texas, USA, to a subsidiary of Gulf Island Fabrication, Inc.
(NASDAQ: GIFI). They also signed a cooperation agreement for
engineering, construction and procurement (ECP) projects, which
gave Technip the continued benefit of access to manufacturing
capacities in the Gulf of Mexico;
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5
Information on the Company and the Group
5.1. History and Development
■
■
Technip sold its stake in Technip Portugal to the branch’s
management, changing its name to Technoedif Engenharia. This
Lisbon-based company carries out engineering projects for the
Portuguese market and continues to work with Technip on a
case-by-case basis;
Technip created a joint venture with Subsea 7 to address subsea
operations in the Asia Pacific region (excluding India and the
Middle East). Technip Subsea 7 Asia Pacific Pty Ltd began operations
on July 1, 2006. In February 2009, Technip and Subsea 7
announced their decision to terminate this joint venture.
In keeping with its policy of selling assets that are not part of its
core business, Technip sold its 100% holding in the share capital
of Perry Slingsby Systems Ltd. and Perry Slingsby Systems Inc.
to Triton Group Holdings in early 2007. Technip also sold several
other companies and holdings:
■
■
it sold its 20% stake in Nargan, an Iranian engineering company,
to another of Nargan’s shareholders;
Technip sold its holding in Guigues, a company specialized
in water treatment and the environment, to a subsidiary of
Institut Pasteur.
In addition, the Group continued to consolidate its leadership in
the oil and gas markets by acquiring complementary technologies
and technological expertise, as well as geographical positions that
enabled it to extend its global market coverage and by strengthening
its construction and manufacturing activities:
■
■
Citex, a wholly-owned subsidiary of Technip specializing in chemical
engineering, acquired Setudi, an engineering company with a
staff of approximately 40 employees, located in Rouen, France;
Technip Offshore (Nigeria) Limited, a wholly-owned subsidiary of
Technip, acquired a 39% stake in Crestech Engineering Limited, a
Nigerian company with a staff of approximately 100 employees,
at the time of its creation.
Technip also grew organically by increasing flexible pipe production
and plant capacity by 50% in Vitoria, Brazil and by 20% in
Le Trait, France. Malaysia-based Asiaflex Products, wholly owned
by the Group, was created to build a flexible pipe and umbilicals
manufacturing plant, further reinforcing Technip’s flexible pipe
manufacturing capacity. A joint venture was created between
Technip Norge AS and Dofcon AS for the ownership of the Skandi
Arctic vessel built for the Norwegian market.
Later in 2007, Technip voluntarily delisted its American Depositary
Shares (ADS) from the New York Stock Exchange (NYSE) and
deregistered from the United States Securities and Exchange
Commission (SEC).
Despite the tumultuous economy in 2008, Technip seized opportunities
to develop its activities. The Company acquired engineering
and consulting company Eurodim, and a joint venture with Areva
called the TSU Project was formed to develop major mining projects.
Technip’s Onshore segment acquired EPG (BV Ingenieursbureau EPG),
an engineering specialist with strong positions in the oil and gas
and petrochemical sectors, bringing Technip’s total staff in the
Benelux region to over 500 employees.
Technip is accompanying its clients in developing innovative alternative
energy projects, including Hywind, the world’s first full-scale
offshore floating wind turbine and a partnership agreement signed
on August 1, 2008, with Geogreen on a non-exclusive basis. This
agreement allows Technip to team its know-how in CO 2 capture,
transport and gas compression for injection into underground
structures, with Geogreen’s expertise in CO 2 transport and
geological storage and enables the two companies to offer their
clients studies on integrated solutions for the entire carbon (CO 2 )
capture, transport and storage chain.
Currently with these projects, Technip continued to win new
contracts, confirming its leadership position among engineering,
construction and service provider to the oil and gas industry. The
Company also expanded its Angoflex umbilical manufacturing
plant in Lobito, Angola as part of a unique hub of local assets
serving the West African deepwater market.
Technip’s business in 2009 is described in Section 6.1.1 of this
Reference Document.
5.1.6. Technip and the stock exchange
On September 21, 2009, Technip was included in the CAC 40,
the primary index of the Paris Stock Exchange (Euronext Paris),
where the Group is listed. Against a backdrop of recovering
economic growth, and on the back of a strategy that continues
to focus on profitability, industrial risk management, successful
project execution and technological excellence, Technip’s stock
turned in the strongest performance of the CAC 40 index, gaining
126.5% in 2009.
At December 31, 2009, Technip’s shares ranked 34 th on the CAC 40
by weighted capitalization (0.68%).
028 2009 Reference Document

Information on the Company and the Group
5.1. History and Development 5
Share Price Performance on Euronext Paris–Compartment A (from January 2, 2009 to December 31, 2009)
140%
120%
100%
80%
60%
40%
20%
0%
-20%
-40%
01/01/09
02/01/09
03/01/09
04/01/09
05/01/09
06/01/09
07/01/09
08/01/09
09/01/09
10/01/09
11/01/09
12/01/09
12/31/09
Technip = 126.5% CAC 40 = 22.3%
Technip Share Performance on Euronext Paris over the last 18 months
High/low prices (in Euro)
Date Highest Lowest Number of shares traded Capital exchanged
2008 September 2008 56.35 36.40 21,338,997 973,711,600
October 2008 40.24 19.50 38,492,178 997,007,300
November 2008 26.46 16.75 23,323,221 505,914,500
December 2008 23.68 18.00 20,213,247 422,094,700
2009 January 2009 27.00 20.70 16,902,760 406,818,500
February 2009 28.88 23.04 16,757,111 442,665,100
March 2009 29.465 22.81 19,944,507 540,917,400
April 2009 33.71 25.95 18,622,605 547,786,000
May 2009 35.77 30.7 16,878,769 580,291,300
June 2009 38.2 31.52 17,895,277 643,757,400
July 2009 43.5 32.21 18,483,277 701,757,700
August 2009 47.03 40.1 10,368,993 457,248,100
September 2009 46.88 39.97 21,698,203 988,656,000
October 2009 51.96 41.6 15,636,183 737,792,300
November 2009 49.88 42 11,957,916 568,601,100
December 2009 49.95 45.55 9,113,709 439,723,200
2010 January 2010 53.39 47.61 12,814,145 657,520,400
February 2010 55 47.67 19,662,678 1,038,777,000
2009 Reference Document
029

5
Information on the Company and the Group
5.2. Investments
5.2. Investments
5.2.1. Investments made since 2007
To meet sustained demand in this sector, Technip launched a
major investment program in 2006 for the 2007-2010 period to
expand its fleet and to increase its flexible pipeline production
capacity. This program includes:
■
■
■
■
■
■
■
a rigid pipelay vessel, the NPV named Deep Energy with a top
speeds of 20 knots per hour, designed to be used in the North
Sea and in the deep sea of the golden triangle (Gulf of Mexico,
Brazil, West Africa);
a diving and construction vessel, the Skandi Arctic, held equally
with Dofcon, which was designed for a framework agreement
signed with StatoilHydro in 2005 for the Norwegian market;
a flexible pipelay vessel in Brazil, the Skandi Vitoria, to meet the
recent increase in the Group’s plant capacity in this country;
a 10-year lifespan extension for the Orelia, diving vessel that
has operated in the North Sea since September 2008;
an umbilical pipelay system designed for the deep seas of the
Gulf of Mexico;
a total increase of 30% in the production capacities of the
Le Trait (France) and Vitoria (Brazil) plants; and,
the construction of a new 200 km/year flexible pipe plant in
Malaysia, with production expected to begin in 2010.
In June 2009, a new construction support vessel, the Apache II,
was acquired from Oceanteam ASA. This new vessel, delivered
in August 2009, will carry out rigid pipelay operations in a wide
range of water depths.
The total amount of these investments at December 31, 2009
amounted to €423.6 million. The breakdown by segment is as
follows:
■
■
■
Subsea: €399.4 million;
Offshore: €8.1 million;
Onshore: €16.1 million.
In 2009 the construction of the Deep Energy, the Skandi Arctic
and the Skandi Vitoria moved forward according to the investment
program for the 2007-2010 period as described above. The
expenses related to this construction for the year 2009 amounted
to €67.7 million, €22.1 million and €66.1 million, respectively.
The completion rates on these projects were 72.7%, 99.7% and
91.2%, respectively, at December 31, 2009.
5.2.2. Main investments underway
and main future investments
Technip will continue its 2007-2010 investment program throughout
2010, and investments should amount to approximately
€400 million.
Technip decided to add a subsea umbilicals production unit for
the Asia Pacific market to its Asiaflex Products flexible pipe manufacturing
plant, currently under construction in Malaysia.
Technip also expects increase the production capacity of its
umbilicals plant in Angola in order to meet the increasing demand
of deep water projects and to increase its local presence.
030 2009 Reference Document

Overview of the Group’s
Activities
6
6.1. Technip’s business in 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .32
6.1.1. Business activities in 2009. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .32
6.1.2. Major Acquisitions and Divestments in 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .36
6.1.3. Events between January 2010 and the Reference Document publication date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .36
6.2. Group business environment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .37
6.2.1. Market environment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .37
6.2.2. Group business segments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .37
6.2.3. Geographical areas where the Group is present . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .39
6.3. Description of project strategy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .39
6.3.1. Selective approach to projects. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .39
6.3.2. Internal process for review of potential transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .39
6.3.3. A “de-risking” approach . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .39
6.3.4. Description of contractual forms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .40
6.3.5. Types of associations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .40
6.4. The Group’s business segments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .41
6.4.1. Subsea. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .41
6.4.2. Onshore . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .42
6.4.3. Offshore. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .44
6.5. Suppliers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .45
6.6. Environment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .45
6.6.1. Resource consumption. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .45
6.6.2. Raw materials, energy and energy efficiency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .46
6.6.3. Greenhouse gas emissions (GGE) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .46
6.6.4. Waste. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .47
6.6.5. Noise pollution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .47
6.6.6. Biodiversity protection. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .47
6.6.7. Legal and regulatory compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .47
6.6.8. Expenses related to reducing the Group’s environmental impact. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .47
6.6.9. Health, Safety and Environmental organization. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .47
6.6.10. Environmental provisions and guaranties – Compensation paid during the financial year ended
December 31, 2009 stemming from Court’s decisions on environmental issues and subsequent
actions damage repair. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .48
6.6.11. Targets assigned to subsidiaries outside France . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .48
2009 Reference Document
031

6
Overview of the Group’s Activities
6.1. Technip’s business in 2009
6.1. Technip’s business in 2009
6.1.1. Business activities in 2009
Technip’s top priorities in 2009 continued to be good project
execution, profitability and targeting selected contracts of all
sizes that reflect its technological strengths and for which Technip
believes that it has a particular expertise enabling it to contribute
particular insight and add value. In this context, Technip
has brought in quality projects that showcase its expertise, and
has made small acquisitions and formed alliances that lay the
groundwork for future profitable growth. The recovery in oil prices
and lower input costs have led to an increase in our tendering
activity. Nonetheless conditions remain challenging. Accordingly,
Technip will stick to its strategic priorities, continuing to invest
in new assets and R&D with a focus on areas that highlight its
differentiating attributes.
The Subsea segment had a great year for ground-breaking
accomplishments and new business, notably in the Gulf of Mexico,
the North Sea and Brazil. In March Technip’s work at Shell’s
Perdido Development in the Gulf of Mexico set two new industry
records: deepest reeled flowline installation at a water depth of
2,961 meters (9,713 feet), and deepest reeled steel catenary riser
installation at a water depth of 2,469 meters (8,100 feet). These
new records further demonstrate the leadership of Technip in the
deep subsea market.
Building on this leadership, in March Technip was awarded a
lump-sum contract from ConocoPhillips Skandinavia AS for the
Ekofisk VA subsea water injection project located in block 2/4 on
the Norwegian Continental Shelf. This contract provides for the
installation, tie-in and commissioning of subsea facilities between
the existing Ekofisk facilities and a new eight-well subsea injection
template (2/4VA). The contract includes installation engineering,
procurement of installation equipment, installation of client
provided spools, flexible flowlines and umbilicals; and design,
fabrication and installation of protection covers, and tie-in and
commissioning. Installation will be performed by several vessels,
including Technip’s newly-built diving support vessel, the Skandi
Arctic.
In May Technip won three EPIC contracts in the Gulf of Mexico: a
contract by W&T Offshore Inc. to develop the Daniel Boone field
as well as two lump-sum contracts from Bluewater Industries for
the Telemark and Clipper Corridor field developments. The latter
two contracts include high pressure flexible risers made by Technip.
The Telemark field is located in Atwater Valley Block 63 at a water
depth of 1,357 meters (4,450 feet) and is being tied back to the
ATP Titan platform, while the Clipper Corridor field is located
in Green Canyon Block 299, at a water depth of 1,055 meters
(3,460 feet) and is tied back to the Front Runner platform.
May also saw Technip win a BHP Billiton contract for the fabrication,
transportation and installation of a flowline, as well as
the transportation and installation of an umbilical for the BHP
Billiton-operated Angostura gas project located off Trinidad &
Tobago in approximately 30 meters (100 feet) of water.
Technip kicked off the summer by winning yet another Gulf of
Mexico contract: the K2 field expansion project operated by
Anadarko Petroleum Corporation. Two additional wells will be
tied back to the existing subsea equipment and to the Marco
Polo platform with production flowlines. These wells are located
in Green Canyon Blocks 562 and 606 at a water depth of approximately
1,200 meters (4,000 feet).
Adding to its successes in the Gulf of Mexico, Technip was awarded
two lump-sum contracts by Anadarko Petroleum Corporation as
Unit Operator for the Caesar/Tonga oil field development. The
first contract includes four pipe-in-pipe flowlines which provide
insulation and flow assurance for effective production in deep
and ultra-deep water. The second EPIC contract also covers
engineering and fabrication of two control umbilicals and their
termination hardware.
At the end of the summer, Technip won a lump-sum contract
from Marathon Oil Company for the Ozona field development
in the Gulf of Mexico. The project consists of the tie-in of a well
in Garden Banks 515 (3,280 feet – 1,000 meters – water depth) to
the Shell Auger platform. The EPIC contract covers a pipe-in-pipe
flowline, two PLETs, an anchor pile and rigid jumper, and installation
of an umbilical.
In September Technip won its first contract from DONG E&P
Norge AS – an engineering, procurement, construction and
installation project for the Oselvar field development (1) offshore
Norway at a water depth of 72 meters. The lump sum contract
covers turnkey delivery of an approximately 27 kilometers
(17 miles) long pipe-in-pipe flowline, installation of umbilical and
subsea equipment and tie-ins.
Next in September came a lump sum contract with BP
Exploration and Production Company for the Isabela project
in the Gulf of Mexico. The project is a subsea tie-back to the
Na Kika semi-submersible platform located in Mississippi Canyon,
225 kilometers (140 miles) offshore New Orleans, Louisiana, at
a water depth of approximately 1,920 meters (6,300 feet). The
contract covers project management and engineering, fabrication
and installation of pipe-in-pipe flowlines, steel catenary risers and
subsea equipments.
Adding to the company’s development in Africa, Technip secured
two lump sum contracts with Tullow Ghana Limited (2) for the
development of the Jubilee oil field. This field is located off the
coast of Ghana at water depths ranging between 1,200 and
1,700 meters (3,937 to 5,577 feet).
(1) The Production License No. PL 274 and 274CS (Oselvar) Owner Group consists of Norwegian Energy Company ASA (NORECO), Bayerngas Norge AS and DONG E&P Norge AS
(operator).
(2) Tullow Ghana Limited is the Jubilee Field Unit Operator and Kosmos Energy is the Technical Operator leading the Integrated Project Team.
032 2009 Reference Document

Overview of the Group’s Activities
6.1. Technip’s business in 2009 6
The first contract comprises the engineering and fabrication of
seven 10-inch diameter and two 8-inch diameter risers for a total
length of more than 27 kilometers (17 miles). The second covers
engineering, fabrication and installation of approximately 48 kilometers
(30 miles) of production and gas and water injection rigid
flowlines; installation of 26 kilometers (16 miles) of umbilicals,
nine flexible risers (supplied by Technip under the first contract)
and subsea manifold and riser base structures; connection of the
flowlines to the wellheads and subsea manifolds; and testing the
entire system. The offshore campaign is scheduled to start in
early 2010.
Recognizing Technip’s ability to tackle innovative projects, Eni
Norge AS awarded us an engineering, procurement, construction
and installation contract for the Goliat field development (1) .
Goliat will be the first Norwegian oil-producing field north of the
Arctic Circle in the Barents Sea. The field is located approximately
85 kilometers (53 miles) northwest of the city of Hammerfest
on the Norwegian coast. The lump sum contract includes supply
and installation of the infield pipeline systems, including flexible
risers, clad production flowlines complete with direct heating
systems, and water and gas injection flowlines. The contract also
comprises the installation of the subsea production system, including
umbilicals, templates and riser bases provided by the client.
Technip was selected by Eni Norge after an in-depth evaluation
of the technical and commercial aspects of the contract. Offshore
installation is scheduled to be carried-out over three construction
seasons from 2011 to 2013.
In November Technip was awarded a lump sum contract by ENI
US Operating for the Appaloosa development project in the
Gulf of Mexico at a water depth of approximately 860 meters
(2,825 feet). The contract covers project management and
surveys, engineering, fabrication and installation of a 34 kilometers
(21 miles long) production flowline, a riser and subsea
equipment; installation of free issued umbilical and flying leads;
and pre-commissioning and dewatering of the flowline.
In December Technip was awarded an engineering, procurement,
construction and installation lump sum contract by Statoil ASA
for the Åsgard Gas Transfer Project (2) , located on the Norwegian
Continental Shelf at a water depth of 300 meters (984 feet). The
contract covers fabrication and installation of an approximately
4 kilometers (2.5 miles) long rigid flowline in 2010 and the replacement
of two flexible risers in 2011.
Technip also won a lump sum engineering, procurement, installation
and construction (EPIC) contract from Burullus Gas Company
SAE (3) for the West Delta Deep Marine (WDDM) Phase VII
development project. The project is designed to maintain overall
plateau production for the WDDM Concession, located 95 kilometers
(59 miles) offshore Egypt in the Mediterranean. Technip’s
operating center in Oslo, Norway, will execute this contract with
assistance from the Group’s team in Cairo, Egypt. It covers turnkey
delivery of the tie-in structure between a new gas export pipeline
and two existing pipelines, including the connecting work that
will be carried out without stopping the ongoing production (“hot
tap tie-in”). This contract demonstrates the synergies between
Technip’s operating centers and the flexibility of its organization.
As 2009 drew to a close, Technip added two more contracts from
BP for the Schiehallion field development. The field is located in
the North Sea, 175 kilometers (110 miles) west of the Shetland
Islands, United Kingdom. The first contract, already completed,
was on a lump sum/reimbursable basis and covered the design
and manufacture of a 720 meters (2,400 feet) gas-lift flexible
riser and a 770 meters (2,500 feet) water-injection flexible riser.
The second contract testing of the entire system. The offshore,
on a reimbursable basis, covers the installation of these risers, as
well as pre-commissioning, tie-ins and testing. These awards fall
under a current agreement with BP to provide diving construction
services for extensions to existing hydrocarbon field development
projects in the North Sea.
In other Subsea segment news Technip and Subsea 7 announced
in February that they would dissolve their joint venture, Technip
Subsea 7 Asia Pacific (TS7), once all its existing projects and
tendered work have been completed. TS7 was formed in 2006
after several years of collaboration between the two companies
and has successfully executed a number of major offshore development
projects. With the expected continued growth of the
deepwater subsea construction market in the region, the parties
now wish to pursue separate strategic development opportunities,
but this does not exclude working together on a case-by-case
basis on future projects.
During the summer of 2009, Technip acquired a newly built
construction support vessel hull, the North Ocean 103, from
Oceanteam ASA. The transaction was completed with the
purchase of the ship-owning entity, North Ocean III KS. The vessel
will be fitted out to Technip’s specifications in 2009/10 at its yard
in Pori, Finland. The acquisition accelerates Technip’s strategy of
renewing its fleet with state-of-the-art pipelay and construction
vessels. The North Ocean 103 will enable the company to replace
the 30-year-old Apache in 2010. This new vessel will strengthen
Technip’s abilities to carry out rigid pipelay operations in harsh
environments and a wide variety of water depths. This operation
illustrates Technip’s confidence in the Subsea market and reflects
Technip’s willingness to enhance its competitiveness, using its
liquid balance sheet to acquire world-class assets and thereby
reinforce its leadership.
In November, Technip and Schlumberger announced a global
cooperation agreement to jointly develop subsea integrity and
surveillance solutions for flexible pipes used in deep offshore oil
and gas production. The new agreement extends the collaboration
between the companies that began in 1998. The agreement
initially focuses on surveillance systems activities for new and
challenging flexible pipe applications such as those required
in the deepwater pre-salt environment in Brazil. Several key
Schlumberger technologies used in subsurface applications have
been identified for integration into Technip’s new ultra deepwater
(1) The Production License No PL229/PL229B (Goliat) Owner Group consists of ENI Norge (65% and Operator) and StatoilHydro (35%).
(2) The Production License No PL 094 Owner Group consists of Statoil ASA (operator), ExxonMobil E&P Norway, ENI, Total and Petoro.
(3) Burullus Gas Company SAE is a joint operating company of Egyptian General Petroleum Corporation (EGPC) 50%, BG Group 25% and Petronas 25% conducting oil and gas operations
on behalf of the WDDM partners.
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6.1. Technip’s business in 2009
flexible pipe designs, creating a new generation of intelligent
flexible pipe for the development of ultra deepwater fields. As
part of the collaboration, retrofit solutions will also be pursued
to address the large number of flexible pipes in operation utilizing
proven technologies and methodologies applied to the subsurface,
but are now tailored to the flexible pipe domain.
The Offshore segment was awarded an engineering project
in February by Shtokman Development AG for a consortium
composed of Technip, Aker Solutions and SBM Offshore. This
highly challenging project includes concept definition for the
floating production unit, and front-end engineering design (FEED)
for the hull, turret and mooring system and topsides. The floating
production unit is for the offshore portion of the first phase of the
integrated development of the Shtokman gas-condensate field in
the Barents Sea section of Russia. It will be able to withstand the
extreme climate conditions of the Arctic Ocean and will have an
ice-resistant hull that can be disconnected to avoid the threat of
large icebergs.
The major announcement from the Offshore segment in 2009
was the master agreement that Shell Gas & Power Developments
BV (Shell) signed in late July with a consortium comprised of
Technip and Samsung for the design, construction and installation
of multiple floating liquefied natural gas (FLNG) facilities,
including interfaces with riser systems interfaces, for up to fifteen
years. Shell and Technip-Samsung also signed an extending
front-end engineering and design (FEED) services contract for
Shell’s 3.5 million ton per annum (mtpa) FLNG solution. Shell’s
FLNG solution has the potential to place gas liquefaction facilities
directly over offshore gas fields, thereby making long-distance
pipelines and extensive onshore infrastructure unnecessary. This
innovative alternative to traditional onshore LNG plants provides
a commercially attractive and environmentally sensitive approach
for monetizing offshore gas fields. The broad operating parameters
of the Shell design mean it can be redeployed. Shell’s standardized
“design one – build many” approach allows material repeatability
gains to be captured during design and construction phases.
This project is a true representation of Technip’s technological
differentiation through the integration of all its core activities:
LNG process, offshore facilities and subsea infrastructures. It
gives Technip an opportunity to lead a powerful consortium with
Samsung on the frontier areas of the gas business, creating value
for Shell through Technip’s innovation, technical excellence and
delivery track record.
In another first for Technip, the company joined StatoilHydro in
celebrating the inauguration of the Hywind demonstration wind
turbine on September 8 in Karmøy, Norway. Located 10 kilometers
(6 miles) offshore Karmøy, Hywind is the first full-scale
floating wind turbine and has a capacity of 2.3 MW. The total
structure measures 165 meters (541 feet) of which 100 meters is
below sea level. The Hywind demonstration unit will operate for
a period of at least two years. The objective is to gain knowledge
on practical aspects of the operation and maintenance of floating
offshore windmills. This project illustrates Technip’s ambition and
ability to implement expertise from its core business in service of
renewable energies.
In December Technip was awarded a front-end engineering design
(FEED) contract by Chevron Australia Pty Ltd. For the offshore
processing platform associated with the Wheatstone Project in
Australia. The upstream (offshore) portion of the project comprises
development of gas fields in the WA-17-R and WA-253-P petroleum
titles located on the Northwest Shelf offshore Western
Australia at water depths of 70 to 200 meters (230 to 656 feet).
Subsea gas gathering systems will transport production to the
processing platform where the gas and condensate will be respectively
dehydrated, dewatered, compressed and exported through
a 200 kilometer (124 mile) export pipeline to the onshore gas
plant located at Ashburton North, 12 kilometers (7.5 miles) west
of Onslow, on the Pilbara coast of mainland Western Australia. The
platform topsides is anticipated to be one of the world’s largest
single integrated floatover installations. Technip’s expertise in the
construction and installation of heavy topsides in offshore environments
is especially suited to the Wheatstone project, given
the size and weight of the platform topsides and the seasonal
weather constraints in the region.
Also in December Technip in association with JGC Corp. and
Modec Inc., was awarded a lump sum contract by Petrobras for
the front-end engineering design (FEED) of a proposed floating
liquefied natural gas unit (FLNG) as part of a design competition.
This FLNG project is being conducted by the joint venture formed
between Petrobras, BG, Repsol and Galp Energia for the challenging
pre-salt reservoirs of the Santos basin offshore Brazil. This
project would be the first FLNG unit in Brazil and confirms the
Group’s leadership as a major FLNG concept provider in this very
promising market.
The Onshore segment won a number of successes in early 2009,
both in contract wins and corporate deals. The winter months
brought in a series of refinery projects. In February Technip
garnered an EPC contract from Middle East Oil Refinery (MIDOR)
to expand the delayed coking unit of its refinery in Alexandria,
Egypt. Engineering, procurement and supply of equipment and
materials will be delivered on a lump-sum basis; construction activities
will be charged on a reimbursable basis. This award attests
to the successful collaboration between Technip and MIDOR, for
whom the Group built the Alexandria refinery in the 1990s.
The second win was a lump-sum contract by State Company Oil
Project (SCOP) for the front-end engineering design (FEED) of a
new refinery to be built in Karbala, Iraq. The future refinery will
include 18 process units based on state-of-the-art technologies
and is expected to produce liquid petroleum gas, gasoline, jet fuel,
diesel oil, asphalt and fuel oil, mainly for the internal needs of the
Iraqi market.
In March Technip was awarded a lump-sum contract worth
approximately €10 million by Lukoil Neftochim Burgas for the
front-end engineering design (FEED) of new units to be built at
their refinery in Burgas, Bulgaria. The contract covers four units
based on Axens technology, two hydrogen units based on Technip
KTI technology, relevant utilities and offsite facilities.
In April Technip announced a milestone in the LNG sector. A joint
venture by Chiyoda and Technip joined QatarGas 2 in celebrating
the inauguration of the QatarGas 2 Project in Ras Laffan, Qatar.
Trains 4 and 5 are the world’s largest LNG (liquefied natural gas)
trains, with a unit capacity of 7.8 million tons per year. Chiyoda
and Technip were involved in all aspects of the engineering,
procurement and construction of Trains 4 and 5 and achieved
an outstanding safety record. These are the first two of six LNG
034 2009 Reference Document

Overview of the Group’s Activities
6.1. Technip’s business in 2009 6
trains to be inaugurated within the framework of the three
ongoing projects (QatarGas 2, QatarGas 3 & 4 and RasGas 3) at
the Ras Laffan Industrial City.
In early June Technip won a lump-sum contract from CF
Industries for the front-end engineering design (FEED) of a
proposed grassroots nitrogen complex to be built near San Juan
de Marcona, Peru. The project would be the first major nitrogen
fertilizer complex in Peru and reinforces Technip’s position on the
fertilizer market. A final decision on the project will be made once
results of the FEED study and other analysis are completed.
On June 22, 2009, Technip was awarded an EPC lump-sum contract
by Ningxia Hanas Natural Gas Company Ltd for of a mid-scale
liquefied natural gas (LNG) plant to be built in Yinchuan, China.
This LNG plant will be the largest facility of its kind in China. This
contract is an important milestone for Technip in Asia Pacific as it
is the first LNG plant to be designed and built by Technip in this
region. It is also a breakthrough into the mid-scale LNG market,
representing new opportunities for Technip.
Technip was awarded two major EPC lump-sum turnkey contracts
in July by the Saudi Aramco Total Refining and Petrochemical
Company (SATORP) for a grassroots refinery to be built at the
Al Jubail industrial area in Saudi Arabia. The contracts cover the
highly technological hydro and catalytic cracking conversion
process units and some of the utility units, as well as the interconnecting
network and process control system of the entire
refinery. Technip successfully executed the front-end engineering
design (FEED) for nearly three years for this refinery. Prior to
signing the contract, the Group obtained firm commitments from
certain suppliers of equipment and materials, as well as from a
subcontractor for the mobilization. These major awards confirm
both Technip’s leadership in grassroots refineries and the Group’s
technological know-how and project management capabilities.
They illustrate Technip’s willingness to accompany its clients from
the earliest stages of such projects.
Technip ended July by winning a contract from EDF (Électricité
de France S.A.), in coordination with EnBW Energie Baden-
Württemberg AG, for the engineering, procurement and
construction management of the “Crystal” Gas Plant project
located in Etzel, Germany. The “Crystal” project covers gas
compression and treatment facilities for storing gas in underground
salt caverns. Following a recent award from OMV in Austria, this
award marks another milestone in the field of underground gas
storage for Technip’s operating center in Düsseldorf, Germany.
Technip was awarded in August a lump-sum services contract
by PT Chevron Pacific Indonesia for the Minas field located in
Sumatra, Indonesia. The contract covers detail engineering,
project management, procurement assistance and construction
management for water treatment and cooling facilities and for a
polymer and surfactant mixing plant, including chemical injection
packages and production facilities.
Yet another success late in November was the Abu Dhabi Gas
Industries Ltd (GASCO) lump sum turnkey EPC contract for the
ASAB 3 Project. Technip is responsible for the installation of a new
booster compression station, transfer lines, debottlenecking of
existing ASAB 0 facilities and diverting feed flow from ASAB 0 to
ASAB I/II by installing a new compressor, transfer lines and other
associated facilities.
This award reaffirms Technip’s decision in March 2009 to create a
new Middle East regional organization based in Abu Dhabi as part
of its strategy to increase proximity to its markets and clients.
Still regarding the Onshore segment, towards the end of May,
Technip and HeliSwirl announced that Technip had acquired the
intellectual property rights for applying the small amplitude
helical tubing technology to steam cracking furnaces from
HeliSwirl. This acquisition broadens Technip’s technological offer
and will reinforce its position as leader on the steam cracking
furnace market.
Another deal involved Technip and Air Products signing a longterm
extension of the global business alliance for hydrogen and
synthesis gas facilities that has linked the companies since 1992.
The alliance extension ensures reliable and safe supply of hydrogen
and synthesis gas to an ever-growing number of customers in the
fields of refining, chemicals and petrochemicals, and continuous
product development to improve efficiency and cost-effective
solutions for the industry. Both companies bring a long history
of hydrogen experience to the alliance. Technip provides licensing
for its proprietary technologies, design and engineering services,
while Air Products provides the gas separation technology. With
more than 230 successfully delivered units and a proprietary
steam reforming technology, Technip is consistently recognized
as the market leader in hydrogen.
Furthering the company’s development in the Middle East, in
November Technip and SaudConsult signed a memorandum of
understanding to set up a 50/50 joint venture company aimed
at creating a new engineering center in Saudi Arabia. The planned
Engineering Center of Excellence will be located in Al Khobar,
Saudi Arabia. It will have broad execution capability and will
focus on front end engineering design (FEED) and detailed
engineering, procurement and construction management (EPCM)
services serving Saudi Arabia’s oil, gas, petrochemical and other
industries. This partnership will give Technip the opportunity to
develop a world-class engineering center in Saudi Arabia, with a
strong local content and a high international profile. This move
is in line with Technip’s strategy of increasing proximity to the
Middle East market through the development of local operating
centers. Pending regulatory clearance and after completion of
local incorporation processes, the new company is expected to
begin operations by mid 2010 with about 500 employees.
In other Technip Corporate news, in the third quarter of 2009
the Fonds stratégique d’investissements (FSI – the French Strategic
Investment Fund) acquired a shareholding stake of more than
5% following the purchase of shares on the market. Technip
welcomed the entry into its capital structure of a prestigious,
long-term shareholder who understands the appeal of the oil and
gas services industry and Technip’s differentiating attributes.
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Overview of the Group’s Activities
6.1. Technip’s business in 2009
The hard work paid off in September when Technip was added
to the CAC 40, the primary index of Euronext Paris, where the
Group is listed. Technip is honored to be recognized amongst such
a select group of leading companies. Joining the CAC 40 is an
opportunity for Technip to increase its visibility, especially in the
financial markets.
6.1.2. Major Acquisitions and
Divestments in 2009
Technip’s external growth policy aims at consolidating the
Group’s leadership in its markets by strengthening its geographic
positions, technological portfolio and resources and capabilities in
critical areas for successful project execution.
In the 2009 financial year, Technip completed the following
transactions:
Acquisitions, acquired interests or divestments:
- On March 9, 2009, Technip Maritime Do Brasil acquired
70% of Terminal Portuario de Angra Dos Reis S/A (TPAR), a
company that owns the port in the city of Angra Dos Reis.
The remaining 30% is held by a company outside the Technip
Group (FCA Participaçoes S/A);
- On March 12, 2009, Technip Operadora Portuaria S/A (TOP)
was incorporated to act as Port Operator for the port in the
city of Angra Dos Reis. It is wholly owned by Technip Brasil
Ltda. FCA Participaçoes S/A, Technip’s co-shareholder in TPAR,
has an option to acquire 30% of TOP shares, but this option
has not been exercised as of December 31, 2009;
- On June 2, 2009, Technip Offshore Finland Oy sold its 5.6%
stake in the Krasnye Barrikady shipyard in Astrakhan (Russia);
- On June 12, 2009, Technip acquired the North Ocean III KS, a
Norwegian limited partnership. The partnership interests are
held by its general partner Technip Ships Norge AS (90%), and
by its limited partner, Technip Norge AS (10%);
- North Ocean III KS owns a pipelay vessel, the North
Ocean 103, which is under construction. This vessel will be
named Apache II and will replace the Apache in 2010;
- On July 17, 2009, China Tianchen Engineering Corporation
transferred to Technip its 40% equity interest in Technip
Tianchen Chemical Engineering (Tianjin) Company Limited.
Thus, Technip Tianchen Chemical Engineering (Tianjin)
Company Limited became a 100% subsidiary of Technip.
This acquisition is part of the Group’s development strategy
for the Chinese market. Technip currently employs around
290 employees in the People’s Republic of China.
6.1.3. Events between January 2010
and the Reference Document
publication date
The information presented below is taken from Technip’s 2010
press releases, which are available in their entirety on the Group’s
website (www.technip.com). The following is a summary to be
read in conjunction with the quantified information included in
these press releases, where applicable.
January 2010
Technip has been awarded a reimbursable contract by Polimerica
to perform the front end engineering design (FEED) for a new
ethylene plant, which will have a capacity of 1.3 million tons/
year and will be part of a new petrochemical complex to be
built in Josè, Venezuela.
Technip has been awarded a lump sum contract by Noble
Energy EG Ltd. for the development of the Aseng field, located
in Block “I” offshore Equatorial Guinea, at a water depth of
approximately 1,000 meters (3,281 feet).
Technip and Subsea 7 have been awarded a subsea installation
contract by Woodside Energy Ltd for the Cossack Wanaea
Lambert Hermes redevelopment project in Australia. The
overall redevelopment project involves the replacement of the
oil producing floating production storage and offloading (FPSO)
facility, and refurbishment of associated subsea infrastructure.
Technip has been awarded a lump sum contract, worth
approximately €21 million, by Lundin Britain Limited for an
augmentation pipeline at the Broom field in the UK North Sea.
February 2010
A charge was booked for potential resolution of the TSKJ Nigeria
matter in the US. Technip announced better than expected
fourth quarter 2009 operating performances.
Technip has been awarded a lump sum contract by Repsol
Investigaciones Petroliferas SA for the development of two
fields located approximately 50 kilometers (31 miles) off the
east coast of Spain.
2009 year end results.
Technip was awarded by Talisman Energy (UK) Limited two
engineering, procurement and installation contracts, worth in
excess of €40 million on a lump sum basis, for the development
of the Auk North and Burghley fields in the UK North Sea.
Technip, leader in a joint venture with Chiyoda, has been
awarded by Qatar Liquefied Gas Company Limited (Qatargas 1)
an engineering, procurement and construction contract for the
Plateau Maintenance Project (PMP) in Ras Laffan, Qatar.
March 2010
Technip was awarded by China National Offshore Oil
Corporation (CNOOC) a flexible pipe supply contract for the
Lufeng 13-1/13-2 oil fields, located in the South China Sea. This
award is the first contract for commercial manufacture in its
new flexible pipe plant, Asiaflex Products, located in the Tanjung
Langsat industrial complex in Malaysia.
Shell signed two contracts with the Technip and Samsung
Heavy Industries consortium for the Prelude floating liquefied
natural gas (LNG) project off the coast of Western Australia.
These contracts formalize the announcement made by Shell
in October 2009 that Prelude is in the engineering and design
phase of development.
Technip was awarded by Nord Stream AG a frame contract,
worth €35 million, for the Nord Stream project in the Baltic
Sea. The contract covers four tie-ins on the two parallel pipelines
that will run through the Baltic Sea, from Vyborg in Russia to
Lubmin in Germany crossing Russian, Finnish, Swedish, Danish
and German waters. The pipelines will have a total length of
approximately 1,220 kilometers.
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Overview of the Group’s Activities
6.2. Group business environment 6
6.2. Group business environment
6.2.1. Market environment
The oil and gas industry was affected by the financial crisis and
global economic slowdown in the second half of 2008.
During this period, oil prices fell from a record high of US$145 per
barrel in July 2008 to US$30 at the end of 2008. The International
Energy Agency (IEA) and International Monetary Fund (IMF) both
lowered their oil demand forecasts and world economic growth
forecasts for 2009 and beyond in the monthly reports they issued
in 2008.
As a result, O&G companies revised their investment plans for
2009 and postponed projects following a period of sustained
capital investment between 2005 and 2008. According to Barclay’s
Capital’s Original E&P Spending Survey dated December 17, 2009,
global E&P expenditures declined by 15% in 2009.
Financial markets and the world economy showed signs of improvement
during the second half of 2009. Oil prices stabilized above
US$60 per barrel and the IEA’s mid-term oil demand forecast was
revised upward, driven notably by the economic recovery in developing
countries. In the same survey cited above, Barclays Capital
now forecasts that global E&P expenditures should increase by
11% in 2010.
The Panorama technical reports of the French Petroleum Institute
(Institut Français du Pétrole – IFP) published at the end of 2009
provide a similar assessment of the environment, i.e. a contraction
in upstream and downstream markets in 2009 and expectations
of a progressive recovery of the upstream market in 2010. The IFP
anticipates a more gradual recovery for the downstream market.
In the medium and long term, the factors driving Technip’s markets
remain robust, including notably an anticipated increase in future
global oil and gas demand, a need for O&G companies to offset
the natural depletion of their reserves, the decrease in production
and an ongoing shift towards harsh environments (e.g. deep
water developments) and increasingly complex projects (e.g.
Floating LNG solutions).
6.2.2. Group business segments
Technip is a world leader in project management, engineering and
construction for the oil and gas industry.
Its main markets include Onshore plants (e.g. refining, gas
treatment), Offshore platforms (e.g. Spar, FLNG) and Subsea
construction (e.g. installation of subsea pipelines).
Technip revenues by segment
In millions of Euro 2009 2008
Subsea 2,866 2,689
Offshore 565 695
Onshore 3,025 4,097
Total 6,456 7,481
Technip orders at the end of 2009
10% - Gaz / LNG 7% - Petrochemical
38% - Refining /
Heavy oils
1% - Other
Technip orders at the end of 2008
7% - Petrochemical
18% - Refining /
Heavy oils
17% - Gaz / LNG
3% - Other
6.2.2.1. Subsea
30% - Deep sea
14% - Shallow sea
42% - Deep sea
13% - Shallow sea
Subsea market environment
The Subsea market grew significantly between 2004 and 2008,
with new project awards doubling in value over this period
(Technip estimates). This growth was driven, in part, by the
development of deepwater fields in the Gulf of Mexico, Brazil and
West Africa. The more mature North Sea market, meanwhile, has
remained active.
In 2009, new project awards declined from 2008 levels; projects
were postponed as a result of the global economic slowdown, the
financial crisis and oil price fluctuations.
The Subsea market is expected to recover in 2010 and grow in the
following years, driven by offshore gas developments, Brazil, and a
continuous shift to deeper waters.
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Overview of the Group’s Activities
6.2. Group business environment
Subsea strategy
Technip aims to strengthen its worldwide leadership in the Subsea
market. Its strategy includes the following priorities:
increase its local presence in high-potential regional markets
(e.g. Africa, Gulf of Mexico, Brazil, Asia Pacific);
further improve project execution capabilities;
upgrade its fleet of vessels and manufacturing capabilities for
flexible pipelines and umbilicals; and
develop the technologies and know-how required to cope
with subsea projects in increasingly deep waters and harsh
environments.
Subsea competition
Technip competes against subsea construction contractors and
manufacturers of flexible pipes and umbilicals.
Its main competitors in subsea construction include Acergy, Aker
Solutions, Allseas, Clough, Global, Heerema, Helix, McDermott,
Saipem and Subsea 7. With respect to flexible pipes, Technip’s main
competitors include NKT-Flexibles, Prysmian and Wellstream.
With respect to umbilicals, Technip’s main competitors include
Aker Solutions, Nexans, Oceaneering and Prysmian.
6.2.2.2. Offshore
Offshore market environment
The Offshore market includes various types of projects, from
small fixed platforms in shallow water to large floating platforms
in deep water.
Like the Subsea market, the Offshore market grew strongly
between 2004 and 2008, driven primarily by the Gulf of Mexico,
the Gulf of Guinea and Brazil.
In 2009, the market was affected by the global economic
slowdown; specifically, the number of new floating platforms
launched by oil and gas companies declined from 2008 levels.
In 2010 and beyond, the Offshore market is expected to recover,
driven in part by the pre-salt developments in Brazil, large offshore
gas projects, and the emergence of the floating LNG market.
Offshore strategy
In the Offshore market, Technip is positioning itself on the most
demanding “frontier” projects, including ultra-deep water floaters,
large topsides, floatover solutions and floating LNG.
Its strategy is based on the following priorities:
consolidate its lead in the emerging floating LNG market;
further develop its local delivery capabilities in regions with
substantial market potential;
invest in technologies and technical know-how; and
improve project execution capabilities.
Offshore competition
The competition is relatively fragmented, with various players
present different core capabilities. They include Offshore construction
contractors, such as Aker Solutions, McDermott and Saipem;
shipyards, such as Hyundai Heavy Industry, DSME and Samsung
Heavy Industry; leasing contractors, such as SBM and Modec; and
local yards in Asia Pacific, the Middle East and Africa.
6.2.2.3. Onshore
Onshore market environment
The Onshore market covers upstream and downstream
plants, including gas treatment, LNG, refining, ethylene and
petrochemicals.
This market was affected by the economic slowdown and oil
price fluctuations in the second half of 2008. New projects were
postponed as oil and gas companies reviewed their investment
plans and looked for ways to reduce costs.
New project awards declined in 2009 from 2008 levels. The order
intake reported by leading Onshore players (CB&I, Chiyoda, Fluor,
Foster Wheeler, JGC, KBR, Saipem and Technip) declined by more
than 10% in 2009 compared to 2008. The market contraction
particularly affected developed economies (North America and
Western Europe) and downstream petrochemical projects.
The expected global economic recovery and long-term growth
of energy demand should bolster the Onshore market in 2010
and beyond, especially in the Middle East, Asia Pacific and Latin
America, where oil and gas companies are considering a significant
number of large new investment projects.
Onshore strategy
Technip is one of the world’s leading Onshore contractors, with a
solid track record on large-scale projects around the globe.
Technip’s strategy is based on the following priorities:
strengthen its internal project management, engineering,
procurement and construction capabilities;
expand its local presence in large regional markets;
develop customer relationships and get involved in the early
project phases;
optimize its risk profile and diversify its contract portfolio
(conceptual studies and FEED, EPCM and LSTK projects); and
invest in technologies and technical know-how.
Onshore competition
In the Onshore market, Technip faces a large number of competitors,
including US players (e.g. Bechtel, CB&I, Fluor, Foster
Wheeler, Jacobs and KBR), Japanese companies (Chiyoda, JGC
and Toyo), European companies (Linde, Lurgi, Petrofac, Saipem,
Tecnicas Reunidas and Uhde) and Korean companies (GS, Hyundai,
Samsung Engineering and SK). In addition, Technip competes
against smaller and more local engineering and construction
companies in certain countries.
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6.3. Description of project strategy 6
6.2.3. Geographical areas where the
Group is present
Technip is a global player in the oil and gas industry with significant
revenues in most regions of the world:
the Middle East accounted for 23% of Technip’s revenues in
2009 and 38% of its backlog at the end of the year;
Europe, Russia and Central Asia: 27% and 18% respectively;
Americas: 24% and 17% respectively;
Asia Pacific: 12% and 8% respectively;
Africa: 14% and 19% respectively.
6.3. Description of project strategy
Projects are increasingly more ambitious, more complex and in
many areas, more pioneering.
In this environnement, Technip must focus its management and
financial resources on its specialty sectors, develop teams and
assets adapted to these challenges and prepare for the future by
strengthening its technological assets and expertise.
Within this strategic framework, Technip’s organization has
evolved and now focuses, in particular, on continuing to develop
its geographical presence and optimizing project execution.
Technip’s seven Regions are responsible for marketing and sales
activities, project execution, and financial results.
Technip’s decentralized structure favors the Group’s development
while allowing the Group’s management to make decisions
related to major projects exceeding a certain threshold, below
which decisions are made by the Regions.
6.3.1. Selective approach to projects
Because of the high cost associated with preparing a proposal,
Technip only bids on projects that have been scrutinized through
its selection process. In particular, each project is evaluated on
its own merits with no exceptions, market share and/or asset
utilization considerations included.
To achieve an optimized “Risk/Reward” profile satisfying the
Group’s criteria, all transactions are reviewed at the Group or
Region level to properly assess all risks. The decision to follow-up
on a project, submit an offer and/or accept a letter of intent or
sign a contract is systematically subject to preliminary approval
at the appropriate level. The latter is defined by business segment
and by Region with respect to the Group’s organization note.
6.3.2. Internal process for review
of potential transactions
Before a decision is made to submit a proposal, Technip first
reviews each specific prospect through an Early Tendering (“ET”)
process, at the end of which the Management of the Group or of
a Region decides whether Technip should make a proposal.
After a decision is made to submit a proposal, Technip enters the
proposal formulation stage, during which all terms and conditions
of the transaction are analyzed through an Authorization to Tender
(“ATT”) process. At the end of this process, the Management of
the Group or of a Region, as the case may be, decides the terms
under which the proposal will be submitted or, in very few cases,
a proposal will not be submitted.
Once a proposal is made by Technip and accepted by the client,
the analysis and risk assessment performed during the ATT process
is updated during an Authorization to Commit (“ATC”) process.
Technip cannot accept any letters of intent and cannot enter into
any contracts prior to receiving approval from the Management
of the Group or of a Region during an ATC.
6.3.3. A “de-risking” approach
“De-risking” has been a key element of Technip’s strategy since
2007. It strives to improve the Group’s project management as
early as the proposal stage.
Through this strategy, Technip strives not only to improve the
range of contract types it offers, but also to achieve a better
balance of revenue generation among its Regions and business
segments.
6.3.3.1. Change in contractual forms
Depending on the nature of the risks highlighted during the ET
and ATT processes, Technip will propose “cost plus fee” contracts
rather than contracts on a lump-sum basis and/or will propose to
exclude certain services such as equipement procurement and/or
construction, particularly, where design studies are not developed
enough during the proposal stage, or will propose progressive
turnkey contracts instead of lump-sum turnkey contracts.
In the context of its “de-risking” approach, Technip also strives
to obtain firm commitments from its suppliers prior it submits
proposals to clients on a case-by-case basis.
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6.3. Description of project strategy
6.3.3.2. Geographical backlog diversification
The Group strives to diversify the countries where it performs
contracts in order to avoid or mitigate the potential effects of
events such as excessive concentration of projects in a region
or in a specific country that may render the execution of such
projects more difficult, longer and/or more expensive.
6.3.3.3. Backlog balance by business segment
The Group also endeavors to balance its backlog between the
Subsea segment and the Onshore and Offshore segments, to lower
its exposure to the cycles in each of these business segments.
6.3.3.4. Association strategy
To mitigate its risks on a specific project, Technip may decide to
submit a bid in association with one or more companies through
either a joint venture or a consortium.
The type of association is carefully reviewed at the proposal stage
by taking into account all relevant parameters, including a client’s
requirements and needs, respective expertise of each member of
the association, and interfaces. Most of the time, the members
of a joint venture or a consortium are jointly and severally liable
vis-à-vis the client.
6.3.4. Description of contractual forms
6.3.4.1. “Cost plus fee” contracts
Contrary to lump-sum contracts, under which Technip bears the
full risk of any overruns, cost plus fee contracts allow Technip to
avoid bearing a risk on the final cost. Under this type of contract,
Technip is paid for its services on an hourly basis and it is also
paid for procurement and construction activities based on actual
costs, plus a predetermined profit margin.
6.3.4.2. EPCM contracts
For specific types of projects where Technip cannot take risks with
respect to the supply of equipment and construction activities,
particularly, where design studies were not fully completed at the
time proposals were submitted, EPCM contracts are preferable.
Under an EPCM contract, Technip’s activities are limited to providing
services (e.g., engineering, procurement and construction
services, as well as assistance during the construction phase). All
risks associated with procurement and construction activities
are thus transferred to the client. Cost plus fee arrangements are
also used for major EPCM contracts. In addition, these types of
contracts often provide for a success fee related to the investment
cost and the overall project schedule.
6.3.4.3. Progressive turnkey contracts
Given today’s uncertain market conditions (for example, in relation
to raw material costs), Technip has introduced a new contractual
scheme to reduce its risks and costs as well as those of its clients.
With progressive turnkey contracts, payment is made on a cost
plus fee basis during the design and procurement phases until
an appropriate time, after which Technip takes into account all
relevant factors. Once this is completed, payment is converted
to a lump-sum basis. This allows Technip to mitigate risks related
to the design phase and to increasing costs and allows clients to
reduce their provisions for risks.
6.3.4.4. Lump-sum turnkey projects
Under lump-sum turnkey contracts, Technip is responsible for all
activities necessary for the completion of a project (i.e. design
and engineering activities, supplying of equipment and materials,
and construction) with respect to:
(i) technical aspects, (including on any portion subcontracted to
suppliers and to construction companies);
(ii) completion deadlines;
(iii) financial aspects. In this regard, Technip takes full responsibility
with respect to any budget overruns, as initially agreed
for the performance of the project at the time the contract
was entered into, with the exception of those resulting from
specific events that give a contractual right to renegotiate the
price or applicable deadlines.
Technip remains a key actor in lump-sum turnkey contracts,
which remains the prevailing standard in certain parts of the
world such as in the Middle East, and in other regions where the
Group considers the construction costs manageable.
6.3.5. Types of associations
In order to mitigate risks associated with mega projects or
projects presenting technological challenges, and risks associated
with construction, Technip may decide to submit a bid in association
with one or more companies through a joint venture or
a consortium.
A joint venture or a consortium is generally formed for the sole
purpose of a specific project and is dissolved when all obligations
and liabilities of the client and the members have been duly
satisfied.
6.3.5.1. Joint ventures
A joint venture is a temporary association of companies (for which
a company may be created) under which its members perform
their respective scope of work, generally as an integrated team,
and share the risks and rewards according to a predetermined
prorata rule.
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6.3.5.2. Consortium
A consortium is also a temporary association of companies,
but differs from joint ventures in that each member is solely
and individually responsible for the performance of its scope of
work and individually bears all of the risks associated with such
performance.
A consortium is used where each member’s respective scope of
work is clearly identified and especially when Technip decides to
associate itself with a construction company or a shipyard.
6.4. The Group’s business segments
Technip is active on the three following business segments: the
Subsea, the Onshore and the Offshore segments. See Section 9.2
of this Reference Document for a breakdown of revenues by
geographical area.
6.4.1. Subsea
In 2009, the Subsea segment generated revenues of
€2,866.41 million, representing 44.4% of the Group’s consolidated
revenues. See Section 9.4 of this Reference Document for a
description of Subsea operating income.
Technip provides integrated design, engineering, manufacturing
and installation services for subsea infrastructures and pipe
systems used in oil and gas production and transportation.
Technip is considered a world leader in the Subsea construction
sector, and its engineers and technicians give it internationally
recognized technological expertise. The Group’s focus on developing
technologies allows it to offer its own technologies both as
products and for installation processes.
Services for subsea oil fields (Subsea)
One alternative to using platforms with surface wells for offshore
hydrocarbon production is placing trees on the sea bed and
connecting them to processing and removal platforms through
rigid and/or flexible pipes. Trees and subsea collection systems
are remotely controlled through umbilicals that send data, steer
the subsea trees and send service fluids from a platform or a
production vessel. Technip’s services include the turnkey delivery
of these subsea systems, particularly, offshore work (pipelay and
subsea construction) and the manufacture of critical equipment
such as umbilicals and flexible pipes. Technip can also handle the
procurement of other subsea equipment and the procurement
of rigid pipes that the Group acquires from third parties through
international bids. As markets move towards greater sea depths,
there is a growing need to implement new resources and approaches.
Due to its technological innovations, Technip can serve
customers opening new ultra-deep sea fields, as demonstrated
by contracts it won in 2009 for the installation of pipes at record
depths in the Gulf of Mexico, Ghana, Equatorial Guinea or Brazil.
In general, subsea work requires the participation of divers and/
or Remotely Operated Vehicles (“ROVs”) that are operated from
diving or construction support vessels.
In addition to the engineering and installation of new systems,
Subsea activities also include the maintenance and repair of
existing subsea infrastructures and the replacement or removal of
subsea equipment.
Technip has one of the world’s top-performing fleets of subsea
pipelay and construction vessels, which is essential to its Subsea
activities.
Technip is active in various business sub-segments and projects:
Flexible pipe supply
Some operators, and particularly Petrobras in Brazil, purchase
flexible risers and flowlines directly from flexible pipe manufacturers
without installation services or other equipment. In this
segment, Technip performs the engineering and manufacturing of
the flexible pipes, relying on:
its engineering Centers in Rio de Janeiro, Paris, Oslo, Aberdeen,
Kuala Lumpur, Perth and Houston;
its manufacturing units in Vitoria (Brazil) and in Le Trait (France);
and
and soon in its Asiaflex Products Center in Johor Baru (Malaysia)
where production is scheduled to start in 2010.
The goods are delivered along side the quay of the manufacturing
unit and are loaded on a vessel operated by the client.
Umbilical supply
Duco, is a subsidiary of Technip with engineering expertise and
substantial business experience that it employs in responding to
calls for tender issued by different types of clients (the oil companies,
Subsea wellhead manufacturers, and turn-key projects). In
this respect, Duco relies upon the engineering Centers in Newcastle
(United Kingdom) and Houston (United States) and the thermo
plastic or steel tube umbilicals manufacturing units in Newcastel
(United Kingdom), Channel View (United States), Lobito (Angola)
and soon at the Asiaflex Products Center in Johor Baru (Malaysia),
which is scheduled to come on stream during 2010.
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6.4. The Group’s business segments
Long term charter vessels
This market segment is specific to Brazil where Petrobras charters
vessels fitted with flexible and umbilical laying equipment.
Technip operates two vessels in long-term charter for Petrobras:
the Sunrise, with the capacity to lay three lines simultaneously
and the Normand Progress, fitted with a VLS (Vertical Laying
System).
In 2010 a third vessel, the Skandi Vitoria fitted with a vertical and
horizontal laying system, is scheduled to start operations under
a four-year contract. This contract includes an option of another
four years.
Turnkey projects
Most of the Subsea contracts are performed under lump sum
turnkey contracts, with Technip performing engineering, procurement
and project management for the entire field development.
Rigid pipeline installation is performed by the Deep Blue, the
Apache and the Deep Energy, which will start operations in 2011.
Support is provided by the spoolbases located in Mobile (United
States), Dande (Angola), Evanton (United Kingdom) and Orkanger
(Norway). Flexible pipes and other Subsea infrastructures are
installed with offshore construction vessels such as the Deep
Constructor, Deep Pioneer, Skandi Arctic and Normand Pioneer, or
diving support vessels such as the Venturer, Wellservicer, Orelia,
Skandi Achiever and Alliance.
Recent large-scale turn-key projects of Technip include Agbami
in Nigeria and Cascade in the United States which represents the
first development in the Gulf of Mexico using an FPSO and in very
deep waters (2,500 meters, or 8,202 feet).
Inspection, Maintenance and Repair (IMR)
The inspection and maintenance of Subsea infrastructure is a
significant market segment, particularly in mature fields. Due
to its long-standing presence in the North Sea, Technip has
developed recognized expertise using a high performance fleet
of diving vessels.
The development of deepwater fields and the aging of these
installations increase the need for IRM services using ROVs.
6.4.2. Onshore
Technip’s Onshore segment covers all types of onshore facilities
for the production, treatment and transportation of oil and gas,
petrochemicals and other, non-oil and gas activities. Technip also
designs and builds infrastructures related to these activities, in
particular hydrogen production units, electricity generation units,
sulfur recovery units and storage units.
In 2009 the Onshore segment generated revenues of
€3,024.9 million, representing 46.9% of the Group’s consolidated
revenues. See Section 9.4 of this Reference Document for a
description of Onshore operating income.
Development of onshore fields
Technip designs and builds all types of facilities for the development
of Onshore oil and gas fields, from wellheads to processing
facilities and product export systems. In addition to participating
in the development of new Onshore fields, Technip also expands
existing facilities by modernizing production equipment and
control systems, and brings them into line with applicable environmental
standards.
Land pipelines
Technip builds pipeline systems chiefly for natural gas, crude oil
and oil products, water and liquid sulfur. Through its operating
center in Düsseldorf (Germany), Technip is one of the world’s
most experienced pipeline builders and has completed projects in
the most challenging of environments, including deserts, tundra,
mountains and swamps. Since 1960, Technip has completed
more than 160 pipeline projects in over 40 countries, amounting
to an aggregate length of 34,000 kilometers (21,127 miles) of
pipelines.
Natural gas treatment and liquefaction
Technip’s vast experience and significant ongoing projects in the
natural gas and liquefied natural gas industries position the Group
among the world leaders in these industries. With over 45 years of
experience in this area, Technip is a pioneer in the field of natural
gas liquefaction (LNG), as demonstrated by its construction of
the first high-capacity liquefaction facility in Arzew, Algeria in the
early 1960s.
Technip’s joint venture with Chiyoda was awarded three mega
LNG projects in Qatar in 2004, 2005 and 2006. Three out of the
six LNG trains have been completed, two for QatarGas II and one
for Rasgas 3. The second train of Rasgas 3 and the two trains of
QatarGas III/IV are nearing the end of construction.
Technip’s joint venture with JGC and KBR, which Technip heads,
was awarded an LNG project in Yemen in 2005, and the first of
two trains is now completed.
A contract for a mid-scale LNG plant was awarded by Ningxia
Hanas Natural Gas Company Ltd, in June 2009. This is the first
LNG plant to be designed and built by the Group in the Asia Pacific
region.
Finally in July 2009 Technip, in association with Samsung Heavy
Industries signed a 15-year framework agreement with Shell for
the development of FLNG (floating LNG) solutions and projects.
Technip is very well positioned in the emerging Gas-to-Liquids
(GTL) market, with the engineering and construction of the
first-ever large-scale GTL plant in Qatar (Oryx) in 2003, which
commenced operations in 2006.
Technip benefits from solid experience in natural gas processing
and has access to corresponding licensed technologies. Technip is
specialized in extracting sulfur from natural gas and is, according
to the Group’s assessment of the market, the world leader in
terms of number of units installed.
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6.4. The Group’s business segments 6
With its Cryomax technology, Technip specializes in the highly
efficient extraction of C2 and C3 hydrocarbons from natural gas
and the refining of residual gases.
Building on its fully-certified ALLS system for offshore aerial
transfer of LNG using cryogenic flexible pipe, Technip is leading a
joint industry program with 11 partners, all major players in LNG,
that is now developing a floating offshore LNG transfer system
that is a major step towards the construction of the first offshore
LNG platform.
Refining
Technip’s activities in this sector range from the preparation of
conceptual and feasibility studies to the design, construction and
start-up of complex refineries or single refinery units. In 2009
Technip was awarded the EPC contract for a significant portion
of the 400,000 BPSD Al Jubail Grassroots Refinery in Saudi Arabia.
Since its creation in 1958, Technip has been involved in the designed
and construction of 30 grassroot refineries, ten of which
since 1990, and has completed over 100 expansion or revamp
project each requiring more than 90,000 manhours. These projects
were with both national and international oil companies, involved
more than 810 individual process units and were located in over
75 countries. Technip’s technical expertise, its well established
relationship with international licensors and its patented technologies,
such as hydrogen and the progressive crude oil distillation
concept (owned jointly with Total), give it a strategic edge for
successfully delivering all kinds of refinery projects.
Hydrogen
Technip is a leading actor in the design and construction of
hydrogen and synthesis gas production units and sulfur recovery
units. Hydrogen is used to treat and/or process refinery products
and petrochemicals. Synthesis gas is used to make various
chemical products such as acetic acid and methanol. Technip
designs and builds hydrogen and synthesis gas plants for the
refining, petrochemical and chemical industry. Also, since 1992
Technip has participated in a worldwide alliance with Air Products
& Chemicals Inc. to supply over the fence high-purity hydrogen to
the refining and other industries. High-purity hydrogen is critical
for converting heavy crude into low-sulfur fuels that meet the
most stringent environmental standards. Technip was awarded
multiple contracts in 2009, including turnkey contracts for customers
in Thailand and in India for the design and implementation
of hydrogen plants, and a contract in Belarus for the engineering
and supply of a hydrogen unit. Since its founding, Technip has
participated in the design and construction of more than 240
units of this type worldwide for the refining and other related
industries.
Ethylene
Technip has unique proprietary technology and is a leader in the
design, construction and commissioning of ethylene production
plants. Technip’s numerous ongoing projects have an overall
ethylene capacity exceeding seven million tons per year. In 2009,
Technip commissioned the two largest steamcracking units in the
Middle East and completed design work on two new plants in
Saudi Arabia. These projects are at various stages of completion
and reaffirm Technip’s competitive edge in this field.
Petrochemicals & Fertilizers
Petrochemicals are a traditional point of strength for Technip.
It has designed and built more than 400 individual processing
units, including about 150 polymer units. Technip has an important
position in polymer units, with over 113 polyolefin units
designed and/or built including the largest production capacities
worldwide. The Group further cemented its leadership position in
2009 by expanding its market share through a licensing cooperation
between Technip and Ineos Technologies signed on July 20,
2009. The market’s continued appreciation of Ineos’ Gas Phase
technologies for Polyethylene and Polypropylene, combined with
the great success of Ineos’ Slurry technology for High Density
Polyethylene allowed both Ineos and Technip to record a successful
year, winning six licenses for new units in the midst of a
global economic crisis.
Technip and Ineos also expanded their cooperation in the
polyolefins area to include polystyrenes while the successful
cooperation with SABTEC in low-density polyethylene (LDPE) and
with Asahi Kasei in the Chlor-Alkali business continued in 2009.
The companies jointly pursued various projects that are expected
to materialize as the economy recovers.
Large projects in Chlor-Alkali, Vinyl Chloride Monomer (VCM)
and Polyvinylchloride (PVC) are still under way and will continue
in 2010. Other major petrochemical units, such as hydrogen
peroxide, polyurethane and acetic acid, were completed in 2008
and 2009, namely in China, where the Group is still very active.
Regarding fertilizers, renewed efforts to license Technip’s
Phosphoric Acid technology made it possible to acquire licenses
for three new Phosphoric Acid Concentration Units from Fosfertils
in Brazil.
Main activities in other fertilizer sectors involved the Front-End
Engineering Design of the new Nitrogen Complex planned by CF
Industries in Peru in preparation for subsequent EPC work.
The successful long-term cooperation with world-leading licensors
in the field, such as Haldor Topsoe of Denmark, MECS of the
USA, Saipem of Italy and UFT of the Netherlands continued in
2009.
Biofuels and renewable energies
In 2009, Technip continued its efforts to develop operations in the
field of CCS and renewable energies:
Through ongoing projects such as “bio-village” in Canada or
Neste Oil biodiesel in Singapore and Rotterdam, and with its
in-house expertise, Technip worked on the Group’s offerings in
the emerging field of next generation biofuels;
In polysilicon production plants which are needed to manufacture
solar PV panels, Technip strengthened its knowledge of the
process to help clients lower silicon production cost as much as
possible, thereby helping clients improve their margins;
In the field of marine energies, Technip brought the Statoil
Hywind project on time and budget. The project is the first
industrial demonstration of a floating wind turbine (in wind
farms built so far, all of the turbines are fixed on the seabed), and
was inaugurated on September 8, 2009. Based on that success,
Technip expanded its technological offering to develop new
products for this promising and emerging market. The Group
also worked on an initial offering for the more established
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6.4. The Group’s business segments
“fixed” wind turbine market, which is expected to see a boom
in the years ahead, particularly in Europe. Lastly, Technip has
also been involved in the tidal current and wave energy field,
where its subsea expertise in installing machines on the seabed
is attractive to project managers and technology developers;
There will be a major demonstration program in the Carbon
Capture and Storage sector in the next five years in the USA
or Europe. With its CO 2 storage-oriented partner Geogreen,
Technip is eager to be involved in those projects, particularly
when they are implemented in connection with onshore or
offshore oil and gas projects. Technip is particularly well suited
to address this new market, because the Group has extensive
knowledge in all of the fields needed to implement such a
project: large numbers of references for onshore and offshore
carbon capture processes, CO 2 compatible pipelines and offshore
flexible pipelines, and CO 2 compression and re-injection;
In the USA, Technip established a strategic partnership in the field
of Geothermal power plants with Mannvit, a leading Icelandic
Engineering company. This agreement will enable Technip to
enter the Geothermal power plant market, which is receiving
very active support from federal and state authorities.
Other Industries
Technip also offers its engineering and construction services to
industries other than the oil and gas industries, principally mines
and metals companies.
Mining and Metals
In 2008 the Group participated in two major projects in the nickel
industry for XStrata and Eramet and entered into a partnership
with AREVA to develop uranium mining projects. TSU Projects, a
jointly-owned subsidiary of Technip and SGN (a subsidiary of the
AREVA group), was formed in 2008.
Moreover, several feasibility studies were conducted for reliable
sulfuric acid projects in connection with the hydroprocessing of
uranium and nickel ores.
6.4.3. Offshore
In 2009, the Offshore segment generated revenues of
€565.0 million, representing 8.7% of the Group’s consolidated
revenues. See Section 9.4 of this Reference Document for a
description of Offshore operating income.
Technip designs, manufactures and installs fixed and floating platforms
that support surface facilities for the drilling, production
and processing of oil and gas reserves located in offshore shallow
fields as well as ultra-deep water fields.
In the offshore platform sector, in addition to its skills and
patented intellectual property, the Group is renowned in the
following areas:
large-projects management;
innovative platform concepts;
expertise in the building of complex facilities; and
associated technologies (deepwater risers and mooring and
installation techniques for modularization of processing
facilities).
Technip offers a range of best-in-class platforms, such as Spars
(floating platforms), TPG 500 (fixed platforms), TLD (tension leg
platforms) and semi-submersible platforms, as well as new solutions
for floating platforms, such as Extendable Draft Platforms
(EDP).
Technip is also renowned for its worldwide expertise in the
building of complex facilities, including the world’s largest FPSO
(Floating Production, Storage and Offloading) units and the firstever
awarded contract for FLNG (Floating LNG), with Shell.
In addition, Technip owns advanced technologies for installing of
topsides using the “floatover” method for fixed and floating platforms.
These technical solutions, which do not require heavy lift
operations offshore, were largely used to install topside facilities
for low air gap platforms, semi-submersible platforms and Spars.
Technip’s “floatover” technology includes, in particular, new
solutions for installing and removing surface facilities from high
air gap fixed platforms.
Fixed Platforms
The TPG 500 is a self-installing, high-capacity fixed platform that
is built, equipped and tested onshore and then towed onsite.
Once on site, the platform’s legs are jacked down and installed
on the seabed, at depths of up to 150 meters (492 feet), which
is suitable for many fields in the North Sea. The fixed platform is
then raised to its final position.
Floating and semi-submersible platforms
The Spar is a floating platform for drilling, production and processing
based on technology jointly owned by Technip and J. Ray
McDermott. This structure includes a cylindrical hull anchored
vertically to the seabed. The platform is used for production from
individual wells through wellheads installed at the surface instead
of on the seabed, which provides direct and permanent access to
the wells for drilling and maintenance.
Spar platforms constitute an important component of Technip’s
strategy for floating production platforms.
In addition to Spar platforms, Technip is also developing a Tension
Leg Platform (TLP) concept for use at water depths of between
270 and 1,500 meters (886 to 4,921 feet), as well as semisubmersible
platforms such as the Extendable Draft Platform
(EDP), a self-installing, high-capacity, semi-submersible platform
suitable for use worldwide.
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6.6. Environment 6
6.5. Suppliers
Projects managed by Technip and Technip’s own business require
the use of many raw materials, parts and equipment. Equipment
purchases are carried out through competitive bids, and suppliers
are selected based on economic and technical qualification
criteria. Technip has stable working relationships with its main
suppliers and has not yet had difficulties finding high-quality
raw materials to meet the needs of its manufacturing processes.
Technip continuously strives to consolidate its procurement
sources and to maintain an adequate number of suppliers for
strategic equipment and raw materials.
Technip procures its equipment and components for Onshore
and Offshore project execution from a large number of international
suppliers recognized as leaders in their respective sectors.
Vallourec, Elliot, Dresser Rand and Flowserve were among the
Group’s main suppliers in 2009.
With regard to the main raw materials used in the Subsea segment
to manufacture flexible pipes and umbilicals, the Group turned to
leading suppliers in 2009 such as ArcelorMittal, Sandvik, Bekaert,
Balmoral and Arkema.
The decrease in raw material prices since the end of 2008 has
progressively impacted the cost of equipment and projects in
2009. The situation in the market during 2009 and its impact on
suppliers did not result in any shortage of strategic raw materials
and equipment for Technip.
6.6. Environment
The year 2009 was marked by an increased awareness by key
players of the major environmental challenges facing the planet,
such as climate change, paired with financial systems in disarray
and their impacts on economic and social institutions.
In this context, the strategic choices that Technip has been
pursuing since 2007 are proving more and more relevant: providing
clients with the most effective solutions in project management,
products and services while protecting its employees and partners,
and the environment they live in.
Environmental performance steering:
In order to implement its commitment to steadily reducing its
environmental impact, Technip adopted a policy of environmental
certification, the ISO 14001 standard. As of December 31, 2009,
24 Group sites had earned this certification.
The pursuit of this certification not only ensures that the environmental
impact of each entity’s activity is identified, assessed and
mitigated but it also testifies to the management’s commitment
to implementing a continuous improvement plan to prevent
pollution and assess compliance with environmental regulations.
An integrated software solution manages the improvement
process, providing assistance for monitoring and for improving
the Group’s health, safety and environmental conditions.
More than 790 persons at the Group are involved in implementing
this monitoring process.
To assess the effectiveness of its sustainable development program,
in 2009 Technip ordered an audit of these management processes
in compliance with the guidelines of the future ISO 26000 “Social
Responsibility” certification.
6.6.1. Resource consumption
The variety of Technip’s business activities and locations gives rise
to a wide range of water needs (drinking and industrial water,
hydraulic tests, cleaning, etc.) and the implementation of local
initiatives for water treatment and reducing consumption (recycling
water at industrial sites). In reality, consumption fluctuates
as a function of a particular site’s activities.
2009 2008
Water consumption Qty (m 3 ) Qty (m 3 )
Yards 4,097,290 4,210,446
Plants 198,489 213,205
Vessels 72,282 80,000
Offices 146,932 217,328
Onshore, aqueous effluents are treated in situ. This is particularly
true for large sites located in Qatar, where Technip has built six
sewage treatment plants of 10,000 inhabitant equivalents to
process greywater from these sites.
Offshore, Technip’s vessels are fitted with sewage treatment
systems.
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6
Overview of the Group’s Activities
6.6. Environment
Wasted water management
Quantity (m 3 )
Treatment
in situ
2009 2008
Treatment outside Treatment Treatment outside
of the sites
in situ of the sites
Yards 2,130,974 1,023,911
Plants 8,400 37,185 107,392
Vessels 59,836 3,915 28,043
Offices 17,314 197,233
6.6.2. Raw materials, energy and energy efficiency
Heating and electricity consumption
for permanent plants installation (MWh)
2009 2008
Fuel-oil,
Fuel-oil,
Diesel Electricity Natural gas Diesel
Natural gas
Electricity
Plants 13,547 14,235 53,476 18,535 55,731 32,675
Offices 3,191 1,342 24,840 17,293 33,252
In 2009 Technip continued to pursue initiatives aimed at reducing
its energy consumption:
The Group signed contracts in Italy with renewable energies
providers for a third of the offices consumption. Photovoltaic
installations on some of the Group’s offices rooftops supply
150 MWh a year.
Fuel and electricity consumption relating
to operations made on projects (MWh)
2009 2008
Carburants Electricity Carburants Electricity
Yards 337,483 24,922 773,774 99,907
Offices 749,289 710,043
6.6.3. Greenhouse gas emissions (GGE)
The table below shows the total quantity of CO 2 emitted, in ton
CO 2 equivalents, in the form of direct emissions generated by
Technip activities. It should be noted however, that Technip is not
bound by any Greenhouse gas quotas.
Technip also quantifies its indirect emissions, which are those
resulting from its own electric consumption and that of its
subcontractors at its sites and on onshore operations.
Technip discusses climate issues in the Carbon Disclosure Project
(CDP). The aim of the CDP is to provide institutional investors
with accurate information about the impact on companies of
the “carbon constraint” and global warming. Since 2008, Technip
has been a member of the “Carbon Disclosure Leadership Index”
(CDLI) in France which includes those companies with the best
transparency and the most meaningful responses to these issues.
Total Greenhouse gas emissions
Quantity (in t CO 2 equiv.)
2009 2008
Direct Emissions Indirect Emissions Direct Emissions Indirect Emissions
Yards 234,162 5,092 218,204 61,238
Plants 1,044 9,719 19,534 6,750
Vessels 200,266 200,232
Offices 388 5,645 3,562 10,431
Total direct Greenhouse gas emissions
Quantity (in tons)
2009 2008
Emissions
Emissions
CO 2 217,062 240,509
CO 543 601
NOx 4,002 4,434
SO 2 543 601
CH 4 18 20
VOC 156 173
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Overview of the Group’s Activities
6.6. Environment 6
6.6.4. Waste
Technip’s waste management policy is based on three key points: limiting waste production, sorting waste to ensure its traceability, and
recycling.
Waste
Total waste weight, by type (in tons) 2009 2008
Non-hazardous waste 63,302 87,763
Hazardous waste 2,441 4,325
6.6.5. Noise pollution
Most of the Group’s operational sites are located in densely industrial
environments and offshore. The noise impact of the Group’s
activities is specifically analyzed, and effective systems and
procedures are implemented at yards to mitigate disturbances.
6.6.6. Biodiversity protection
Technip is an engineering and services company that helps its
clients carry out their projects and their investments.
As it is the client’s responsibility to select project locations,
Technip provides them with environmental consulting services.
To this end, the operating centers have progressively developed a
systemic environmental analysis method (ENVID) that is implemented
at every stage of the project.
This tool ensures that all environmental aspects are properly
accounted for in the design and construction or installation
phases, and when evaluating selected options in terms of cost,
environmental sensitivity and best practices.
In 2009, specific attention was paid to coastal zones. On the Kupe
construction site, in New Zealand, an original phyto-filtration
system has been put in place to collect and treat the run off
waters from the construction site. This prevents the discharge
of waste waters in the natural environment and contributes to
the preservation of the coastal ecosystem. In Yemen, where the
Company has delivered the first LNG train of the YLNG gas liquefaction
unit, the works on the coastline and at sea are subject to
a particular attention in order to protect the coral reefs near the
site.
In Brazil, as part of the celebration of the 50 th anniversary of the
Company, the plantation of 50 different species of trees has been
launched in Macae and Rio de Janeiro.
6.6.7. Legal and regulatory compliance
Technip operates within the framework of environmental regulations,
standards, laws and international codes in force in the
countries where it does business. Applicable regulations and client
demands are identified at the proposal stage in order to ensure
they are properly monitored and respected during project execution.
The project manager issues a document summarizing legal
and other contractual requirements for each discipline. Quality,
HSE and legal departments of each entity verify that activities
are in compliance with these regulations and monitor regulatory
developments.
6.6.8. Expenses related to reducing the
Group’s environmental impact
These expenses are linked to the strategic investments and the
operating charges related to managing waste and effluents at
sites. The two new vessels that started operations in 2009, are
“DNV clean design” certified and are designed to reduce their
environmental impact and energy consumption.
Annual expenditure related to environmental protection (in thousands of Euro) 2009 2008
Total running costs 325 370
Total engaged investments 1,457 674
6.6.9. Health, Safety and Environmental
organization
Organization
Environmental policy implementation relies upon Management’s
commitment, the accountability of each Region and ongoing
dialogue with parties involved.
The Sustainable Development Committee, with the support of
HSE management, coordinates a network of environmental
representatives at each entity, organizes technical working groups
including experts from each activity, and puts together programs
at the company focusing on environmental performance indicators,
carbon accounting and eco-design.
2009 Reference Document
047

6
Overview of the Group’s Activities
6.6. Environment
Training
Training in 2009, focused on leadership with the Pulse program
which was developed internally.
As part of this initiative, all Technip entities worldwide participated
in the “UN World Environment Day” in June.
This year’s theme was “Your planet needs you – Unite to combat
climate change”.
The goal of this international event is to make Technip employees
aware of environmental issues and to be proactive on sustainable
development and fair trade initiatives.
Training and environmental awareness 2009 2008
Hours conventioned under training 96,123 109,904
Number of hours on site 877,000 900,000
See details on risk management, in Sections 4.4 and 4.8 of this Reference Document.
Environmental incident prevention
In 2009, there were no environmental incidents identified and
considered significant, meaning: one that requires the intervention
of a third party and/or has an impact on the environment
outside of the area of operations, for activities involving Technip
and its subcontractors.
90 minor incidents linked to hydrocarbon or lubricant accidental
spillage on the ground, were reported in 2009.
2009 2008
Distribution of accidental releases
Number of
incidents Volume
Number of
incidents Volume
Yards 37 4,002 49 33,998*
Plants 10 2,007 20 1,640
Vessels 42 3,455 29 511
Offices 1 2 0 0
* Includes 30,000 liters of sanitary waste water treated and rejected in the natural environment further to a defect of pomping station.
6.6.10. Environmental provisions and
guaranties – Compensation paid
during the financial year ended
December 31, 2009 stemming
from Court’s decisions on
environmental issues and
subsequent actions damage
repair
Technip has not taken any specific provisions for environmental
risks. Technip paid US$90,000 in connection with judicial decisions
regarding environmental issues, in 2009.
6.6.11. Targets assigned to subsidiaries
outside France
The programs, resources and results of Technip’s subsidiaries
outside of France are included in this Reference Document. The
Group’s HSE policy is implemented in all entities, regardless of
legal status.
048 2009 Reference Document

Organizational Structure
7
7.1. Simplified Group Organizational Structure as of December 31, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . .49
7.2. Subsidiaries and Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .49
7.1. Simplified Group Organizational Structure
as of December 31, 2009
Technip SA is the Group parent company.
To continue the move towards greater autonomy of the Regions
which began two years ago, it was decided to create a new legal
structure dedicated to the Group’s corporate activities. Until now,
most of the corporate activities were geographically and legally
incorporated in the Group’s main French entity. The creation
of a separate entity, Technip Corporate Services (TCS), helps to
clarify the Group’s organization. The corporate teams, grouped
within TCS, focus on their respective missions. They continue
to support the Group’s growth strategy, serving all Regions and
providing expertise to cross-Group functions such as HSE, Human
Resources, Finance, Legal, Product Lines, Communication, and IT.
The TCS structure has been operational since January 1, 2010.
The Company’s business is primarily to act as a holding company,
receive dividends, and centralize and reinvoice management
and administrative costs as management fees and specific costs
such as insurance fees and commissions on representations and
warranties.
All of the Company’s revenues are generated by its subsidiaries.
7.2. Subsidiaries and Investments
The subsidiaries handle and execute contracts. The Group’s main
subsidiaries include the following:
■
■
■
Technip France is a simplifi ed joint-stock company (société
par actions simplifiée) whose registered offi ce is located at
6-8, allée de l’Arche, 92400 Courbevoie (France). It is registered
with the Commercial Registry of Nanterre under the
number 391 637 865. Technip France has been active for over
50 years in the engineering and project construction fields for
the oil and gas and chemical industries. It manages contracts in
the Subsea, Offshore and Onshore segments. As of December 31,
2009, the Group holds 100% of this company’s share capital.
Technip Italy S.p.A. has its registered office at Viale Castello della
Magliana, 68 Roma (Italy). Since 1969, Technip Italy has been a
leading international Engineering Contractor with consolidated
experience in the design and implementation of major plants
in all sectors of the oil and gas industry. It also possesses a vast
capacity to develop large projects in several industrial fields. The
Group holds 100% of this company’s share capital.
Technip UK Limited (Aberdeen) is located at Enterprise Drive,
Westhill, Aberdeenshire AB32 6TQ (United Kingdom). Specialized
in the Offshore and Subsea segments, this company primarily
works on North Sea projects, particularly, the construction of
floating and fixed platforms. Its Evanton spoolbase is used to
■
■
■
assemble rigid pipe. The Group holds 100% of this company’s
share capital.
Technip Geoproduction Malaysia Sdn Bhd has its registered
office at 2 nd Floor Wisma Technip 241 Jalan Tun Razak, 50400
Kuala Lumpur (Malaysia). Created in 1982, this company is
active in the Subsea, Offshore and Onshore segments. It is the
leading engineering technology solutions and turnkey contract
provider in Asia Pacific for the design and construction of
hydrocarbon fi eld development, oil refi ning, gas processing,
petrochemicals and selected non-hydrocarbon projects. The
Group holds 30% of this company’s share capital (in compliance
with local regulation).
Flexibras Tubos Flexiveis Limitada is a Brazilian company, located
at 35 Rua Jurema Barroso, 29020 490 Vitoria (Brazil). Created in
1984, this company’s activity consists in the manufacture and
sale of high-quality flexible pipes. Its manufacturing plant is
strategically located near offshore oil and gas fields. The Group
holds 100% of this company’s share capital.
Technip USA Inc is a US company, located at 11700 Katy
Freeway, Suite 150, Houston, Texas 77079 (United States).
It is active in the Subsea, Onshore and Offshore segments, in
particular, with the construction of Spars for fields in the Gulf of
Mexico. The Group holds 100% of this company’s share capital.
2009 Reference Document
049

7
Organizational Structure
7.2. Subsidiaries and Investments
The table below presents key figures for the main subsidiaries for the year ended December 31, 2009:
In millions of Euro
Technip
France
Technip
Italy
Technip
UK Ltd
Technip
Geoproduction
Malaysia Sdn Bhd
Technip
USA Inc
Consolidated figures (except dividends)
Flexibras
Revenues 1,474.0 594.3 743.9 63.8 334.2 700.5
Fixed Assets (not including Goodwill) 23.2 29.3 255.5 2.5 60.5 37.8
Financial Debts (out of the Group) - - 96.8 - 121.1 -
Cash in Balance Sheet 929.0 340.1 90.0 15.7 299.0 128.5
Dividends Paid during the Year
to the Quoted Company 6.0 36.9 22.5 - 11.9 -
Amount Invoiced by Technip SA
during the Year 89.0 17.2 17.8 1.7 0.3 19.4
Acquisitions completed during the year were not significant at
the Group level (see Note 2-(a) to the Consolidated Financial
Statements included in Section 20.1 of this Reference Document),
with revenues from the main acquisition in 2009 amounting to
€1.6 million.
See also to the List of Subsidiaries and Investments as disclosed
in Note 7 of the Company’s Statutory Accounts as of December 31,
2009, included in Section 20.2 of this Reference Document.
050 2009 Reference Document

8
Property, Plant
and Equipment
8.1. Significant existing or planned Property, Plant and Equipment
and major related Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .51
8.1.1. Facilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .51
8.1.2. Fleet of Vessels . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .54
8.2. Environmental Matters that may impact the Group’s Use of its Property,
Plant and Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .55
8.1. Significant existing or planned Property,
Plant and Equipment and major related Expenses
8.1.1. Facilities
Technip’s main facilities, with the exception of its vessels, include
offices, operational centers, assembly plants and factories. Technip
mostly leases its office space. At December 31, 2009, Technip
owned offices, including sites in Rome and New Delhi, as well as
various factories such as the Le Trait plant in Normandy. Since
2003, the Company has leased a multi-story, single-site building
with a 3,200 workstation capacity in Courbevoie. It owns or leases
construction sites and production sites for the Subsea Division’s
operations and for the production of flexible pipes and other
subsea products. Technip believes that its installations are suited
to its needs. In the Group Consolidated Financial Statements
dated December 31, 2009, Technip’s land, buildings, machines
and equipment were recorded at a net amount of €305.4 million,
including €81.1 million of land and buildings.
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051

8
Property, Plant and Equipment
8.1. Significant existing or planned Property, Plant and Equipment and major related Expenses
At December 31, 2009, the Group had access to the following main properties, either owned or leased:
Location Purpose Legal Status
(EUROPE)
Courbevoie (Paris La Défense), France Head Office/Offices Lease
Paris, France Offices Lease
Le Trait, France Plant (flexible hoses), Offices and Land Owned
Lyon, France Offices Lease
Rouen, France Offices Lease
Nîmes, France Offices Lease
Toulouse, France Offices Lease
Bagnolet, France Offices Lease
Rome, Italy Offices Owned/Lease
Zoetermeer, the Netherlands Offices Lease
Capelle a/d. IJssel, the Netherlands Offices Lease
‘s-Hertogenbosch, the Netherlands Offices Lease
Bergen op Zoom, the Netherlands Offices Lease
The Hague, the Netherlands Offices Lease
Düsseldorf, Germany Offices Lease
Newcastle, United Kingdom Plant (umbilicals) and Offices Owned/Lease
Aberdeen (Scotland), United Kingdom Offices and Warehouses Owned/Lease
London, United Kingdom Offices Lease
Edinburgh (Scotland), United Kingdom Warehouses Owned/Lease
Evanton (Scotland), United Kingdom Plant (Spoolbase) and Land Owned/Lease
Pori (Mäntyluoto), Finland Plant (ship construction yard) and Land Owned
Pori, Finland Offices Lease
Brussels, Belgium Offices Lease
Antwerp, Belgium Offices Lease
Barcelona, Spain Offices Lease
Madrid, Spain Offices Lease
Tarragone, Spain Offices Lease
Oslo & Stavanger, Norway Offices Lease
Orkanger, Norway Plant (Spoolbase), Offices and Land Owned/Lease
Athens, Greece Offices Lease
Warsaw, Poland Offices Lease
(EASTERN EUROPE)
Saint Petersburg, Russia Offices Lease
Moscow, Russia Offices Lease
Baku, Azerbaijan Offices Lease
(ASIA)
New Delhi, India Offices Owned/Lease
Chennai, India Offices Lease
Mumbai, India Offices Lease
Kuala Lumpur, Malaysia Offices Lease
Tanjung Langsat, Malaysia Plant under construction (flexible hoses and umbilicals) and Land Lease
Shanghai, China Offices Lease
Beijing, China Offices Lease
Jakarta, Indonesia Offices Lease
Balikpapan, Indonesia Offices Lease
Bangkok, Thailand Offices Lease
Rayong, Thailand Offices Lease
Singapore, Singapore Offices Lease
Hanoi, Vietnam Offices Lease
Ho Chi Minh, Vietnam Offices Lease
052 2009 Reference Document

Property, Plant and Equipment
8.1. Significant existing or planned Property, Plant and Equipment and major related Expenses 8
Location Purpose Legal Status
(OCEANIA)
Perth, Australia Offices Lease
(NORTH AMERICA)
Channelview (Texas), United States Plant (umbilicals) and Land Owned
Claremont (California), United States Offices Lease
Mobile (Alabama), United States Plant (Spoolbase) and Land Owned/Lease
Houston (Texas), United States Offices Lease
St. John’s, Canada Offices Lease
Calgary, Canada Offices Lease
Monterrey, Mexico Offices Lease
(SOUTH AMERICA)
Vitoria, Brazil Plant (flexible hoses) and Land Owned/Lease
Rio de Janeiro, Brazil Offices Owned/Lease
Macaé, Brazil Logistics base and Offices Owned
Angra dos Reis, Brazil Harbor facilities and Offices Lease
Caracas, Venezuela Offices Co-Owned
Bogota, Colombia Offices Owned
(AFRICA)
Lagos, Nigeria Offices Lease
Port Harcourt, Nigeria Plant (naval construction site), Offices and Land Owned/Lease
Lobito, Angola Plant (umbilicals) and Land Owned/Lease
Dande, Angola Plant (spoolbase) and Land Owned/Lease
Luanda, Angola Offices Lease
Johannesburg, South Africa Offices Lease
(MIDDLE EAST)
Dubai, UAE Offices Lease
Abu Dhabi, UAE Offices Lease
Doha, Qatar Offices Lease
Al Khobar, Saudi Arabia Offices Lease
Sana’a, Yemen Offices Lease
None of the leased properties belongs to any of the Group’s executives.
2009 Reference Document
053

8
Property, Plant and Equipment
8.1. Significant existing or planned Property, Plant and Equipment and major related Expenses
8.1.2. Fleet of Vessels
The utilization rate of Technip’s fleet amounted to 80% for the 2009 financial year.
At December 31, 2009, the Group held a stake in or operated the following vessels:
Vessel Name Vessel Type Special Equipment Diving Systems ROV Systems
Deep Blue PLSV Reeled pipelay/Flexible pipelay/umbilical systems 0 2
Apache PLSV Reeled pipelay/umbilical systems 0 0
North Ocean 103 HCV Construction/installation systems 0 0
Sunrise PLSV Flexible pipelay/umbilical systems 0 2
Skandi Vitoria (2) PLSV Flexible pipelay/umbilical systems 0 2
Deep Energy (2) PLSV Reeled pipelay/umbilical systems 0 2
Deep Pioneer HCV Construction/installation systems 0 2
Deep Constructor HCV Construction/installation systems 0 2
Normand Pioneer (1) LCV Construction/installation systems 0 2
Skandi Achiever (3) DSV/LCV Diver support systems 1 2
Skandi Arctic (3) DSV/HCV Diver support systems 2 3
Wellservicer DSV/HCV Diver support systems 2 2
Venturer DSV/HCV Diver support systems 1 1
Alliance DSV/LCV Diver support systems 1 1
Orelia DSV/LCV Diver support systems 2 1
Seamec Princess DSV/LCV Diver support systems 1 0
Seamec 1 DSV/LCV Construction support systems 0 0
Seamec 2 DSV/LCV Diver support systems 1 0
Seamec 3 DSV/LCV Diver support systems 1 0
PLSV: Pipelay Support Vessel.
HCV: Heavy Duty Construction Vessel.
LCV: Light Construction Vessel.
DSV: Diving Support Vessel.
(1) Vessel under charter.
(2) Vessels under construction.
(3) Vessels under long-term charter.
This specialized fleet allows the Group to provide the full range
of diving and diverless services to oil industry clients worldwide.
Technip’s state-of-the-art fleet is capable of conducting operations
in water depths down to 3,000 meters.
Change in fleet over 2009 and for 2010
In 2009, Technip continued the strategic program started in 2006,
which includes the following:
■
■
The Deep Pioneer, having completed her West African campaign
earlier than anticipated, managed to successfully fit in her Class
renewal docking at the ARNO repair facility in Dunkerque at
the end of the first quarter of 2009, allowing her to achieve a
greater number of operational days than budgeted. In addition
to Class requirements, other principal work included a significant
amount of steel replacement to ensure her operational life
cycle can be maintained, and the fitting of 3,000 meter-rated
ROV umbilicals.
At the end of the year the Sunrise 2000 interrupted her busy
schedule on the Petrobras long-term contract in Brazil to break
off for her Class Renewal docking in Rio de Janeiro. Principal
work consisted of major engine and thruster overhauls, crane
maintenance, part accommodation upgrade and extensive
work on the pipelaying equipment and control systems, all
identified as essential to extending the vessel’s future in Brazil
with Petrobras.
Skandi Arctic
■ was delivered in the first quarter of 2009. This vessel
is aimed to be used by Technip for the Norwegian market to
service the 2005 contract signed with StatoilHydro. This vessel
is jointly held with DOF, a leading Norwegian shipowner, and
is fitted with the latest environmentally-friendly NOx control
technology. The vessel, measuring 157 meters in length, is fitted
with a dynamic positioning Class III system, a new twin bell
24-man state-of-the-art computerized dive control and monitoring
system, as well as an active heave compensated 400-ton
crane. Two Workclass Remotely Operated Vessels (WROV) with
working depths of 3,000 meters and an Observation Remotely
Operated Vehicle (OROV) with a working depth of 1,500 meters
complete the vessel equipment.
054 2009 Reference Document

Property, Plant and Equipment
8.2. Environmental Matters that may impact the Group’s Use of its Property, Plant and Equipment 8
■
■
Construction of Technip’s new pipelay vessel (Deep Energy) is
progressing at STXHI’s yard in Dalian (China). Main vessel equipment
has now been delivered to the construction yard. Vessel
delivery complete with all marine equipment is expected by
the end of 2010. The vessel will then transit back to Europe for
the installation of the main pipelay equipment. Engineering and
fabrication of the main lay equipment is progressing well with
European fabricators. The NPV will be a dynamically positioned
Class III vessel measuring 194 meters in length, with a pipe
capacity of 5,600 tons on two off reels. This high transit speed
vessel will be able to function worldwide and will be able to
install rigid pipes with diameters of up to 18 inches in a range
of water depths.
The construction of the Technip's new flexible pipelay vessel,
Skandi Vitoria, continues in Brazil. This vessel, jointly held with
DOF, will be used for the Brazilian market under a long-term
■
contract with Petrobras. She features a vertical laying system
for flexible pipes in water depths down to 2,500 meters, as well
as a horizontal laying system for umbilicals. At the end of 2009,
the Vertical Lay System, the main 2,000-ton carousel and the
250-ton active heave compensated crane were installed. Vessel
sea trials were completed, and final vessel delivery after lay
equipment commissioning is expected in mid-2010.
Lastly, in 2009, Technip took delivery from the Metalships
yard in Vigo (Spain) of a newly built construction vessel, North
Ocean 103, purchased from Oceanteam ASA. The vessel called
Apache II then transited to Technip’s yard in Pori, Finland, where
she is being retrofitted with the existing Apache pipelay ramp
and equipment. Delivery of the completed vessel is scheduled
for the first half of 2010. With additional crane capacity and
Remotely Operated Vehicles (ROVs), this vessel will offer greater
construction capacity than the previous Apache configuration.
8.2. Environmental Matters that may impact the Group’s Use
of its Property, Plant and Equipment
See Sections 4.3 and 4.4 of this Reference Document.
2009 Reference Document
055

9
Review of Financial Position
and Financial Performance
Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .56
9.1. Presentation of the Consolidated Financial Statements included
in the Reference Document. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .57
Main Changes in the Scope of Consolidation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .57
Reporting by Business Segment and by Geographical Area. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .57
9.2. Changes in Backlog and Presentation of Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .58
Changes in Backlog . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .58
Presentation of Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .59
9.3. Presentation of Operating Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .61
Cost of Sales. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .61
Research and Development Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .61
Selling and Administrative Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .61
Payroll Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .61
Other Operating Income and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .61
9.4. Comments on the Results of Operations for the year ended
December 31, 2009, compared to the year ended December 31, 2008. . . . . . . . . . . . . . . . . . . . . . . .62
Operating Income/(Loss) from Recurring Activities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .62
Income/(Loss) from Sale of Activities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .64
Provision for Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .64
Net Operating Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .64
Financial Result . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .64
Income Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .65
Net Income from Discontinued Operations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .65
Net Income Attributable to Minority Interests. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .65
Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .65
Earnings per Share. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .65
9.5. Changes in Balance Sheet and Financial Position between the year ended
December 31, 2009 and the year ended December 31, 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .65
Non-Current Assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .65
Current Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .66
Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .66
Financial Debts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .66
Off-Balance Sheet Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .67
Comments
The following document presents Technip’s consolidated financial
results for the two periods ended respectively December 31,
2009 and 2008, prepared in accordance with International
Financial Reporting Standards (IFRS) (the “Consolidated Financial
Statements”). When used in this section, the term “Technip” refers
to Technip SA and its consolidated subsidiaries.
The reader is encouraged to read the presentation below in light
of the entire Reference Document, including the Consolidated
Financial Statements and the Notes that accompany them, as
presented in Section 20.1 of this Reference Document.
056 2009 Reference Document

Review of Financial Position and Financial Performance
9.1. Presentation of the Consolidated Financial Statements included in the Reference Document 9
9.1. Presentation of the Consolidated Financial Statements
included in the Reference Document
Main Changes in the Scope
of Consolidation
(See Note 2 to the Consolidated Financial Statements at
December 31, 2009)
In 2009 the Group made the following acquisitions:
On February 9, 2009, Technip Maritime do Brasil Ltda acquired
TPAR Terminal Portuario de Angra dos Reis S/A, a Brazilian company
holding a lease for a port land in Angra Porto. Between February 9,
2009 and December 31, 2009 TPAR generated revenues of
€1.6 million and a net loss of €0.1 million. The total balance sheet
of the company amounted to €6.8 million as of December 31, 2009.
Goodwill amounted to €8 million and was accounted for as intangible
asset amortized over the 15-year lease period that remains.
On June 12, 2009, Technip Norge AS and Technip Coflexip Norge AS
acquired respectively 90% and 10% of North Ocean III KS, a
Norwegian company that owns a vessel under construction
(Apache II).
In 2009 the following subsidiaries were created: Technip Ships
Norge AS, 100% owned by Technip and fully consolidated; TSU
Niger SARL, 60% owned by Technip and consolidated under the
proportionate method; Technip Italy Direzione Lavori, 100%
owned by Technip and fully consolidated; Technip Thailand Ltd.,
49% owned by Technip and consolidated under the proportionate
method; and Technip Operadora Portuaria, 100% owned by Technip
and fully consolidated.
During 2009 financial year, Coflexip Maritime Inc. was merged into
Technip USA Holdings Inc, Gulf Deepwater Yards Inc. was merged into
Technip USA Inc and EPG Holding BV and BV Uitzendbureau UPG
were merged into Technip EPG BV.
Two companies, SCI CB3-Défense and Aransas Partners, were closed.
No company included in the scope of consolidation was sold in
2009.
In 2008, Technip acquired in the Onshore segment EPG Holding BV
and two subsidiaries. The goodwill arising from this operation
amounted to €3.9 million and, in the absence of any identifiable
asset, was allocated entirely to goodwill. In the Offshore segment,
Technip acquired Eurodim, an engineering and consulting company
based near Paris. Goodwill amounted to €9.8 million and was
accounted for as patents for €3.7 million and as goodwill for
€6.1 million.
Coflexip Développement acquired Sofremines on December 31,
2008, an engineering company based near Paris. Sofremines,
renamed Technip Mines, employs around 20 people and is
dedicated to the Onshore segment. Goodwill amounted to
€1.0 million and, in the absence of any identifiable asset, was
allocated entirely to goodwill.
In 2008, the following subsidiaries were created: Genesis Oil and
Gas Consultant Canada, 100% owned by Technip and fully consolidated;
Techdof, 50% owned by Technip, and TSU Projects, 60%
owned by Technip, consolidated under proportionate method.
During 2008 financial year, Citex was merged into Technip France
and RJ Brown Deepwater was merged into Technip USA Holdings Inc.
Technip Biopharm, Technip Upstream Management, Coflexip Stena
Offshore AS, TSKJ-US LLC, TSKJ Italia SRL, TS Usan and Consortio
Jantec were closed.
No activity was sold in 2008.
Reporting by Business Segment
and by Geographical Area
Technip has reported its operating performance based on the
following four segments since 2008:
■
■
■
■
the Subsea segment, which includes the design, manufacture,
provisioning and installation of subsea equipment;
the Offshore segment, which includes the design and construction
of fixed or floating facilities and surface installations;
the Onshore segment, which includes the entire engineering
and construction business for petrochemical and refining plants
as well as facilities for developing onshore oil and gas fields,
including gas treatment units, liquefied natural gas (LNG) units
and onshore pipelines as well as the engineering and construction
of non-petroleum facilities; and
the Corporate segment, which includes holding company activities,
as well as the different centralized services provided to the
Group’s entities.
From a geographical standpoint, Technip’s operating activities
and performance are reported on the basis of the following five
regions:
■
■
■
■
■
Europe, Russia and Central Asia;
Africa;
Middle East;
Asia Pacific; and
Americas.
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9
Review of Financial Position and Financial Performance
9.2. Changes in Backlog and Presentation of Revenues
9.2. Changes in Backlog and Presentation of Revenues
Changes in Backlog
Backlog, defined as the difference between the total contractual
sale prices of all contracts in force and the cumulated
revenues recognized at that date on these contracts, amounted
to €8,018.3 million at December 31, 2009, compared to
€7,208.4 million at December 31, 2008, representing an increase
of 11.2%, which is primarily attributable to stronger Onshore order
intake in 2009 than in 2008.
Order intake by segment in 2009, compared to 2008, is shown below:
12/31/2009 12/31/2008 Change
Subsea 2,480.4 2,854.4 -13.1%
Offshore 554.1 517.6 7.1%
Onshore 4,141.2 2,382.7 73.8%
Total 7,175.7 5,754.7 24.7%
The increase in the level of order intake in 2009 can be
explained by the strong rise in the Onshore segment (increase of
€1,758 million relative to 2008) related mainly to the award of
the Jubail’s refinery contracts. Order intake in the Subsea segment
decreased by €374 million compared to 2008, but remained high
because several large contracts entered into force, such as Jubilee,
Goliat and Tupi. Order intake in the Offshore segment did not vary
significantly from one year to the next (+7.1%).
Backlog by segment is detailed below:
12/31/2009 12/31/2008 Change
Subsea 3,053.0 3,495.9 -12.7%
Offshore 467.9 461.1 1.5%
Onshore 4,497.4 3,251.4 38.3%
Total 8,018.3 7,208.4 11.2%
The Onshore segment was the largest contributor with
€4,497.4 million, i.e. 56.1% of the backlog at the end of
2009, representing an increase of 38.3% from the backlog at
December 31, 2008, which amounted to €3,251.4 million (i.e.
45.1% of total backlog). This increase was mainly attributable to
the Middle East region, which, at €3,007.1 million, represented
66.9% of the Onshore segment’s backlog in 2009, compared to
43.9% in 2008 (€1,428.6 million). Technip was awarded two major
contracts in the Middle East: the grassroots refinery at Jubail in
Saudi Arabia and a lump sum turnkey contract by Abu Dhabi Gas
Industries Ltd (Gasco) for the ASAB 3 project. The backlog in
Europe, Russia and Central Asia decreased: €851.3 million in 2009
(i.e. 18.9% of the segment) from €1,067.4 million in 2008 (i.e.
32.8% of the segment). The backlog stemmed from a lump sum
turnkey contract for the Gdansk refinery in Poland (Grupa Lotos),
signed in July 2007, and two contracts in Russia: an extension of
an ethylene plant for Sibur Neftehim awarded in 2008 and the
construction of a petrochemical plant for RusVinyl in 2009. In the
Asia Pacific region, backlog remained stable at €444.2 million in
2009 (i.e. 9.9% of the Onshore segment’s backlog), compared to
€437.1 million at the end of 2008 (i.e. 13.5% of the Onshore
segment’s 2008 backlog). The backlog comprised mainly the
lump sum contract of a mid-scale liquefied natural gas plant for
Ningxia Hanas in China, and two contracts for HPCL (Hindustan
Petroleum Corporation Limited) in India, all three of them awarded
this year. With regard to the Americas, activity was affected in
2009 by a strong slowdown and the backlog was cut in half to
€119.1 million in 2009 (i.e. 2.6% of the segment’s backlog),
compared to €220.5 million at the end of 2008 (i.e. 6.8% of the
Onshore segment’s backlog). At this date, the backlog comprised
mainly several small and midsize service contracts.
The Subsea segment was the second largest contributor with
€3,053.0 million, representing 38.1% of the total backlog at
the end of 2009, a decrease of 12.7% compared to backlog
at December 31, 2008 (€3,495.9 million, i.e. 48.5% of the
total backlog). Nevertheless, trends in the regions where the
Group operates have varied signifi cantly. In this regard, Africa
accounted for 43.8% of the Subsea segment’s backlog in
2009 (i.e. €1,339.0 million), compared to 42.7% in 2008 (i.e.
€1,492.0 million) which represented a decline of 10.3%. The
major contract awarded in 2009 is the development of Jubilee
oilfield (Tullow Oil) offshore Ghana and, to a lesser extent, Aseng
Field Development (Noble Energy) in Equatorial Guinea and
West Delta (Burullus Gas) in Egypt. Backlog for the Americas
(including Brazil) also slightly decreased to €1,040.5 million
in 2009, representing 34.1% of the Subsea segment’s backlog,
compared to €1,221.0 million in 2008, which represented 34.9%
of the backlog. This was due, in particular, to new major contracts
awarded with Petrobras including the supply and installation of
rigid pipe for the Tupi oilfield and the supply of fl exible pipes
for the Tambau Urugua, UNBC Grande Diametro and Cachalote
projects. In the Gulf of Mexico, two major contracts for rigid pipe
supply and installation in the Isabella (BP) and Caesar Tonga
058 2009 Reference Document

Review of Financial Position and Financial Performance
9.2. Changes in Backlog and Presentation of Revenues 9
(Anadarko) oilfields were also signed. The backlog in Asia Pacific
fell a more substantial 54.9% reaching €97.4 million compared to
€216.3 million in 2008. This drop can be explained by progress on
Woodside contracts (Greater Enfield and NEFRP) and lower level
of order intake compared to 2008, despite the award of another
contract of flexible pipe supply and installation with Woodside in
Australia (CWLH Refurbishment). Lastly, the backlog at the end
of 2009 in Europe, Russia and Central Asia was flat representing
€545.7 million (i.e. 17.9% of the Subsea backlog) compared to
€560.7 million at December 31, 2008 (i.e. 16.0% of the segment’s
backlog).
The Offshore segment’s backlog amounted to €467.9 million,
compared to €461.1 million at the end of 2008, representing
an increase of 1.5%. 19.4% of the backlog consisted of contracts
to be executed in Africa, with €90.9 million from the Akpo
FPSO (Total) and Ofon T&I (Total) contracts in Nigeria. The
Americas area contributed 44.2% of the Offshore segment’s
backlog with €206.9 million, including notably the P56 semisubmersible
production platform project (Petrobras) and the FPSO
P58-62 topside (Petrobras). The Asia Pacific region contributed
€101.7 million representing 21.8% of the Offshore’s backlog with
the FEEDs for Shell (for a Floating Liquefied Natural Gas solution–
FLNG) and for Chevron for the Offshore processing platform
associated with the Wheatstone project. The Middle East area
contributed €25.2 million, representing 5.4% of the segment’s
backlog, primarily resulting from the Zakum/GPF (ADMA-OPCO)
contract offshore Abu Dhabi.
Presentation of Revenues
Revenues on contracts are measured on the basis of costs incurred
and the margin recognized based on the percentage of completion,
which is computed as follows:
■
■
for all contracts, which include construction services subject
to performance commitments (turnkey contracts), once their
progress is deemed sufficient, the percentage of completion is
based on technical milestones defined for the main components
of the contracts;
for other construction contracts, the percentage of completion
is recognized based on the ratio between costs incurred to date
and estimated total costs at completion.
The table below shows consolidated revenues by business segment for the years ended December 31, 2009 and 2008:
In millions of Euro Subsea Offshore Onshore Corporate
Total Continuing
Operations
Discontinued
Operations Total
Revenues 2009 2,866.1
Var.
6.6% 565.0
Var.
-18.7% 3,024.9
Var.
-26.2% - 6,456,0
Var.
-13,7% - 6,456,0
Var.
-13,7%
Revenues 2008 2,689.0 695.2 4,097.2 - 7,481,4 - 7,481,4
Revenues decreased from €7,481.4 million in 2008 to
€6,456.0 million in 2009, a 13.7% drop. The impact of foreign
exchange rates on revenues was relatively small during the period
(€-101.2 million), as the depreciation of the US dollar partially
offset the appreciation of the pound sterling (12% against euro).
Revenues by Business Segment
Subsea
The Subsea segment generated revenues of €2,866.1 million
in 2009, an increase of 6.6% over 2008 (€2,689.0 million).
It accounted for 44.4% of 2009 consolidated revenues, compared
to 35.9% in 2008. The increase in 2009 was due to the value of
projects executed over the course of the year and the substantial
activity on the projects in Africa and in the North Sea in particular.
The main projects were: for Africa, Paz Flor (Total) in Angola, Jubilee
(Tullow Oil) in Ghana, and Agbami (Chevron Texaco), ABO 2 (Agip)
and Oyo (ENI) in Nigeria; for Europe, Russia and Central Asia, DSVI
(THT) in Great Britain, and the Yme Redevelopment (Talisman) and
Gjoa Tie In (StatoilHydro) projects in Norway; for the Americas,
P53, P51 and PDET-PDEG (Petrobras) in Brazil, as well as Cascade
Chinook (Petrobras) in the United States and North Amethyst
(Husky Oil) in Canada; and lastly for Asia Pacific, Greater Enfield
and NEFRP (Woodside) in Australia and MAD6 Installation Phase 2
(Aker) in India.
Offshore
Offshore revenues were €565.0 million in 2009, an 18.7%
decrease from €695.2 million in 2008. They represented 8.7% of
2009 consolidated revenues, compared to 9.3% in 2008. The main
projects contributing to 2009 revenues were: for the Americas, the
P56 semi-submersible production platform (Petrobras) in Brazil; for
Africa, the Akpo FPSO (Floating Production Storage Offloading) for
Total in Nigeria; for the Middle East, Zakum/GPF (ADMA-OPCO);
and for Europe, Russia and Central Asia, the Genesis subsidiary’s
consulting and engineering projects.
Onshore
This segment showed the largest decrease in revenues, which
amounted to €3,024.9 million in 2009 versus €4,097.2 million
in 2008, representing a decrease of 26.2%. Despite this trend, the
Onshore segment remained the largest contributor, accounting
for 46.9% of 2009 consolidated revenues, compared to 54.8% of
2008 consolidated revenues. The reduction in revenues stemmed
from the relatively low level of order intake in 2008 compared to
previous years, and the completion of final milestones realized on
major projects. The main revenue contributions came from the
LNG and gas treatment projects in the Middle East (Qatargas II,
Qatargas III & IV, Rasgas III, AKG2, OAG), the activities operated
in Poland such as the Gdansk refinery expansion for Grupa Lotos,
and the Fujairah water transmission system project in the United
Arab Emirates.
2009 Reference Document
059

9
Review of Financial Position and Financial Performance
9.2. Changes in Backlog and Presentation of Revenues
Revenues by Geographical Area
The following table shows consolidated revenues by geographical area for the years ended December 31, 2009 and December 31,
2008:
In millions of Euro
Europe, Russia,
Central Asia Africa Middle East Asia Pacific Americas Total
Revenues 2009 1,726.5
Var.
2.6% 942.6
Var.
20.7% 1,467.0
Var.
-33.7% 765.7
Var.
-26.0% 1,554.2
Var.
-12.2% 6,456.0
Var.
-13.7%
Revenues 2008 1,682.2 780.8 2,213.5 1,034.5 1,770.4 7,481.4
Europe, Russia and Central Asia
This region generated stable revenues, with €1,726.5 million in
2009, compared to €1,682.2 million in 2008, representing an
increase of 2.6%. It is the top region in terms of value, with a
contribution representing 26.7% of 2009 consolidated revenues,
up from 22.5% in 2008. The Onshore segment remained the main
contributor generating €871.4 million of revenues compared to
€857.5 million in 2008. The main contracts executed in this region
are the projects executed in Poland for Grupa Lotos notably, and
a service contract in Greece for Motor Oil Hellas (for a crude
oil distillation unit at the Corinth refinery). The Subsea segment
generated €734.4 million, representing 42.5% of the region’s
revenues, compared to €707.0 million in 2008, which represented
42.0% of the region’s revenues. Revenues were mainly driven by
the DSVI (THT) and Don Southwest (Petrofac) projects in Great
Britain, the Yme Redevelopment (Talisman), Skarv (BP) and Gjoa
Tie In (StatoilHydro) projects in Norway. The Offshore segment
contributed 7.0% of this region’s revenues, same as 2008 contribution.
It represented revenues of €120.7 million in 2009 compared
to €117.7 million in 2008.
Africa
This region’s contribution to Technip’s revenues amounted to
€942.6 million, representing 14.6% of 2009 consolidated revenues,
compared to 10.4% in 2008 (€780.8 million), representing an
increase of 20.7% which is mainly due to the increase of activity
in Subsea segment. The Subsea segment remained the largest
contributor with revenues of €757.3 million, i.e. 80.3% of region’s
revenues and 35.7% increase versus €558.2 million of revenues
in 2008 (i.e. 71.5%). The main contracts contributing to 2009
revenues were Paz Flor (Total) in Angola, Jubilee (Tullow Oil) in
Ghana, and Agbami (Chevron Texaco), ABO 2 (Agip) and Oyo
(ENI) in Nigeria. The Offshore segment contributed 11.6% of the
revenues from the Africa region with €109.4 million in revenues
compared to 19.1% in 2008, which represented €149.0 million.
The main contracts contributing to revenues were Akpo FPSO
(Total) in Nigeria and Dalia FPSO (Total) in Angola. The Onshore
segment generated stable revenues of €75.9 million in 2009,
representing 8.1% of revenues in this geographical area, compared
to 9.4% in 2008 (€73.6 million).
Middle East
This region’s contribution to Technip’s revenues amounted to
€1,467.0 million, representing 22.7% of 2009 consolidated revenues,
compared to €2,213.5 million in 2008, which represented
29.6% of consolidated revenues. Revenues decreased by 33.7%
year-on-year, primarily due to the decrease in Onshore activity
in this region. The Onshore segment generated €1,391.1 million
in 2009, compared to €2,165.5 million in 2008, representing
94.8% of the region’s revenues in 2009 (versus 97.8% in 2008).
The most significant contracts in the region comprised, on the one
hand, large LNG and gas treatment contracts executed in Qatar
(Qatargas II, Rasgas III, Qatargas III & IV, AKG2–signed in 2004,
2005 and 2006 in partnership with Chiyoda), Yemen (Yemen LNG
signed in 2005), Saudi Arabia (Khursaniyah) and the United Arab
Emirates (ADGAS OAG), and, on the other hand, major ethylene
contracts such as Sabic Yanbu in Saudi Arabia, Ras Laffan in Qatar,
and lastly, the Fujairah water transmission system project in
the United Arab Emirates. Some of those contracts are close to
completion, which explains the year-on-year revenue decrease. The
Offshore segment contributed €59.5 million in 2009, representing
4.0% of this region’s revenues, compared to €47.0 million in 2008,
representing 2.1% of this region’s revenues. The biggest contributor
to revenues was the Zakum/GPF contract (ADMA-OPCO).
Asia Pacific
This region generated revenues of €765.7 million, representing
11.9% of 2009 consolidated revenues, compared to
€1,034.5 million, which represented 13.8% of 2008 consolidated
revenues. The two main contributors were the Onshore and
Subsea segments, with respective revenues of €413.9 million
(versus €451.2 million in 2008) and €277.7 million (versus
€487.8 million in 2008), representing respectively 54.0% and
36.3% of the region’s revenues. In the Onshore segment, the most
significant contract was the construction of a nickel smelter unit
located in New Caledonia. In addition, Technip executed the Dung
Quat refinery project in Vietnam (Petrovietnam), entered into
force in 2005 in partnership with JGC and Tecnicas Reunidas,
and worked as contractor for the engineering, procurement and
construction management (EPCM) of its new generation NExBTL
renewable diesel plant under construction in Singapore. The Subsea
contribution fell by 43.1% compared to an exceptional level of
activity in 2008. The Offshore segment represented 9.7% of the
region’s revenues in 2009 at €74.1 million, compared to revenues
of €95.5 million in 2008, or 9.2% in 2008.
Americas
This region generated revenues of €1,554.2 million, representing
24.1% of 2009 consolidated revenues, up from 23.7% in 2008
(€1,770.4 million). The Subsea segment was still the main
contributor with €1,080.3 million, representing 69.5% of the
region 2009 revenues, improving compared to €935.0 million in
2008 (i.e. 52.8% of the area total revenues). The Subsea segment
main projects were P53, P51 and PDET-PDEG (Petrobras) in Brazil,
as well as Cascade Chinook (Petrobras) in the United States and
North Amethyst (Husky Oil) in Canada. The Onshore segment’s
revenues were €272.6 million (compared to €549.4 million in
2008), representing 17.5% of 2009 revenues, down from 31.0%
in 2008. The most significant Onshore contracts for this region in
2009 were refineries extensions including the Cartagena refinery
in Columbia and the Port Arthur refinery in the United States,
for Valero. The segment was affected by the general slowdown
of Onshore activity in North America. The Offshore segment
contributed €201.3 million in 2009, representing 13.0% of this
region’s revenues compared to €286.0 million in 2008, which
represented 16.2% of the region’s revenues. The main contributors
to this segment’s revenues were the P56 and P51 semi-submersible
production platforms (Petrobras) in Brazil as well as pipelines in
Trinidad and the Mariscal Sucre FEED.
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Review of Financial Position and Financial Performance
9.3. Presentation of Operating Costs 9
9.3. Presentation of Operating Costs
Cost of Sales
Cost of sales amounted to €5,314.1 million in 2009, down from
€6,341.7 million in 2008, a decrease of 16.2%. By comparison,
revenues fell by 13.7% between 2008 and 2009.
Gross margin in 2009 was 17.7%, up from 15.2% in 2008.
The main components of cost of sales were as follows:
■
other purchases and external charges: €3,926.6 million, representing
73.9% of cost of sales, which includes, in particular,
equipment purchases and construction subcontracting;
■
■
■
payroll expenses: €1,080.3 million, representing 20.3% of cost
of sales;
amortization and depreciation of assets: €215.3 million, representing
4.1% of cost of sales;
long-term rental costs: €91.9 million, representing 1.7% of cost
of sales.
2009 cost of sales by segment were as follows:
In millions of Euro Subsea Offshore Onshore Corporate Total
Cost of Sales (2,150.5) (468.2) (2,695.3) (0.1) (5,314.1)
Gross Margin Rate 25.0% 17.1% 10.9% NA 17.7%
The Onshore segment accounted for €2,695.3 million, representing
50.7% of the total 2009 cost of sales, compared to
59.4% in 2008. The Subsea and Offshore segments accounted
for €2,618.7 million, or 49.3% of the 2009 total cost of sales,
compared to 40.6% in 2008.
The nature of the cost of sales varies from one segment to another.
The Subsea and Offshore segments are involved in manufacturing
flexible pipes and construction, and therefore require industrial
assets (factories, pipe-laying vessels and assembly yards) and
a labor force for production, whereas the Onshore segment is
involved in engineering, which requires few industrial assets
under Technip’s ownership. Its external costs include equipment
purchases and subcontracted construction work, while the Subsea
segment builds some of its own equipment, then transports it and
installs it with its pipelay vessels.
Research and Development Costs
Research and development costs amounted to €53.5 million
in 2009, compared to €44.9 million in 2008, representing an
increase of €8.6 million (i.e. 19.2%). Research and development
tax credits, which are deducted from research and development
costs, increased by approximately €3 million between 2008 and
2009, which mitigated the increase of these expenses and, particularly
of Subsea research and development. In this regard, prior to
applying research tax credits, the Subsea segment’s research and
development costs amounted to €31.8 million in 2009, a decrease
of €0.7 million compared to 2008.
The increase was also due to an increase in research and development
efforts in the Onshore segment (an increase of €6.9 million)
as a result of new refinery, hydrogen and ethylene projects
launched by the Group.
to the combined effect of significant efforts made by Technip
on bids (in particular in the Middle East and Asia Pacific) and
of a tendency from clients to delay or postpone investment
decisions.
Payroll Expenses
The income statement discloses expenses by function. Therefore,
payroll expenses are included in the expense line items mentioned
above. Payroll expenses represented €1,261.5 million in 2009, a
6.0% increase over 2008 (€1,190.3 million). New performance
share plans and stock option plans for Technip’s employees were
implemented in June and October 2009, accounted for the
increase in the corresponding expense of €12.5 million between
2008 and 2009.
Other Operating Income and Expenses
In 2009, other operating income amounted to €27.7 million,
compared to €25.5 million in 2008, and other operating expenses
amounted to €17.5 million, down from €54.3 million in 2008. The
result is a net income of €10.2 million compared to a net expense
of €28.8 million in 2008. In 2008, other operating income was
negatively impacted by non-recurring expenses of €30.4 million
related to cancelation of some software projects. In 2009 other
operating income basically comprised insurance premiums and
reversals of provisions for charges recognized by Technip’s captive
re-insurer, which amounted to €21.9 million in 2009, compared
to €17.2 million in 2008. Other operating expenses consisted
mainly of claim charges and provisions for claims booked by
Technip’s captive reinsurer, which amounted to €13.8 million in
2009 compared to €12.0 million in 2008.
Selling and Administrative Expenses
In 2009, selling and administrative expenses amounted to
€421.9 million, i.e. 6.5% of revenues, compared to €409.1 million
in 2008 (i.e. 5.5% of revenues), representing an increase of 3.1%.
This increase is due primarily to payroll expenses (see below) and
2009 Reference Document
061

9
Review of Financial Position and Financial Performance
9.4. Comments on the Results of Operations for the year ended at December 31, 2009, compared
to the year ended December 31, 2008
9.4. Comments on the Results of Operations
for the year ended December 31, 2009,
compared to the year ended December 31, 2008
Operating Income/(Loss) from Recurring Activities
Operating income from recurring activities in 2009 was €676.7 million, a 3.0% increase over the 2008 figure of €656.9 million.
The operating margin from recurring activities was 10.5%, up from 8.8% in 2008.
Currency fluctuations had a €12.9 million negative impact on 2009 operating income from recurring activities compared to the operating
income from recurring activities in 2008.
Operating Income/(Loss) from Recurring Activities by Business Segment
In millions of Euro Subsea Offshore Onshore Corporate
Not
Allocable
Total Continuing
Operations
Discontinued
Operations
Var. Var. Var. Var. Var. Var.
Operating
Income/(Loss)
from Recurring
Activities 2009 532.6 1.8% 39.3 1.8% 151.7 -1.3% (46.9) -20.0% - 676.7 3.0% - 676.7 3.0%
% Operating Margin
from Recurring
Activities 2009 18.6% 7.0% 5.0% 10.5% 10.5%
Operating
Income/(Loss) 2009 537.9 2.8% 39.3 1.8% 151.7 -1.3% (46.9) -20.0% (252.8) 429.2 -34.7% - 429.2 -34.7%
% Operating
Margin 2009 18.8% 7.0% 5.0% 6.6% 6.6%
Operating
Income/(Loss)
from Recurring
Activities 2008 523.2 38.6 153.7 (58.6) - 656.9 - 656.9
% Operating Margin
from Recurring
Activities 2008 19.5% 5.6% 3.8% 8.8% 8.8%
Operating
Income/(Loss) 2008 523.2 38.6 153.7 (58.6) - 656.9 - 656.9
% Operating
Margin 2008 19.5% 5.6% 3.8% 8.8% 8.8%
Total
The Subsea segment, which generated an operating income
from recurring activities of €532.6 million in 2009, i.e. 18.6%
of revenues, compared to €523.2 million in 2008, or 19.5% of
revenues. This was the largest contribution to Technip’s operating
income from recurring activities in 2009 as well as in 2008. The
performance was achieved thanks to good utilization of Group
assets (fleet, flexible plants) and an excellent progress on ongoing
contracts in every region.
The Onshore segment was the second-biggest contributor to the
operating income from recurring activities, with €151.7 million in
2009, versus €153.7 million in 2008, down 1.3%. Thanks to good
progress on ongoing projects, the operating margin from recurring
activities rose to 5.0% in 2009 from 3.8% in 2008.
The Offshore segment generated an operating income from recurring
activities of €39.3 million in 2009, compared to €38.6 million
in 2008. As a result, the operating margin from recurring activities
was 7.0% of revenues in 2009, up from 5.6% in 2008. The
combined Offshore/Onshore operating margin from recurring
activities was 5.3% in 2009 compared to 4.0% in 2008.
The Corporate segment recorded an operating loss of €46.9 million
in 2009, compared to a loss of €58.6 million in 2008. This was
notably due to €38.6 million costs related to stock options, share
purchase options and performance share grants compared to
€23.0 million in 2008.
062 2009 Reference Document

Review of Financial Position and Financial Performance
9.4. Comments on the Results of Operations for the year ended at December 31, 2009, compared
to the year ended December 31, 2008
9
Operating Income/(Loss) from Recurring Activities by Geographical Area
In millions of Euro
Europe, Russia,
Central Asia Africa Middle East Asia Pacific Americas Not Allocable Total
Var. Var. Var. Var. Var. Var. Var.
Operating
Income/(Loss)
from Recurring
Activities 2009 220.7 -17.3% 207.3 31.0% (63.4) 122.5% 103.8 -26.5% 255.2 43.5% (46.9) -20.0% 676.7 3.0%
% Operating Margin
from Recurring
Activities 2009 12.8% 22.0% -4.3% 13.6% 16.4% 10.5%
Operating
Income/(Loss) 2009 222.1 -16.8% 208.7 31.9% (63.4) 122.3% 104.3 -26.1% 257.2 44.7% (299.7) x 5.1 429.2 -34.7%
% Operating
Margin 2009 12.9% 22.1% -4.3% 13.6% 16.5% 6.6%
Operating
Income/(Loss)
from Recurring
Activities 2008 266.8 158.2 (28.5) 141.2 177.8 (58.6) 656.9
% Operating Margin
from Recurring
Activities 2008 15.9% 20.3% -1.3% 13.6% 10.0% 8.8%
Operating
Income/(Loss) 2008 266.8 158.2 (28.5) 141.2 177.8 (58.6) 656.9
% Operating
Margin 2008 15.9% 20.3% -1.3% 13.6% 10.0% 8.8%
Europe, Russia and Central Asia
Operating income from recurring activities amounted to
€220.7 million in 2009, versus €266.8 million in 2008, resulting in
an operating margin from recurring activities of 12.8%, compared
to 15.9% in 2008. The decrease was primarily attributable to the
Subsea and Offshore segments.
The Subsea segment’s contribution was €91.7 million (i.e. an
operating margin from recurring activities of 12.5%), against
€142.0 million in 2008 (i.e. an operating margin from recurring
activities of 20.1%). This reduction was mainly due to an impairment
booked on vessels operating in the region.
The Onshore segment’s operating margin from recurring activities
rose 16.4% to €139.6 million in 2009 (i.e. an operating margin from
recurring activities of 16.0%), from €119.9 million in 2008 (i.e.
an operating margin from recurring activities of 14.0%). This was
the result, in particular, of progress on and successful execution of
contracts in Poland (including the Grupa Lotos refinery in Gdansk),
Greece (including the service contract for the crude oil distillation
unit at the Corinth refinery), and the Netherlands (including
the renewable diesel plant project for Neste Oil Corporation).
The Offshore segment contributed a loss of €10.6 million in 2009,
representing a negative operating margin from recurring activities
of 8.8% against a positive contribution of €4.9 million in 2008,
which represented an operating margin from recurring activities
of 4.2%.
Africa
Operating income from recurring activities amounted to
€207.3 million in 2009, i.e. an operating margin from recurring
activities of 22.0%, compared to €158.2 million in 2008 (i.e. an
operating margin from recurring activities of 20.3%).
The Subsea segment contributed €180.8 million in 2009 (i.e. an
operating margin from recurring activities of 23.9%), compared
to €155.7 million in 2008 (or a margin of 27.9%), owing to the
Agbami, Oyo and ABO 2 contracts in Nigeria.
The Onshore segment showed a €14.7 million profit in 2009,
compared to a loss €7 million in 2008 (i.e. an operating margin
from recurring activities of 19.4% versus a negative operating
margin from recurring activities of 9.5% in 2008).
The Offshore segment recorded income of €11.8 million in 2009,
giving an operating margin from recurring activities of 10.8%, up
from €9.5 million and a margin of 6.4% in 2008.
Middle East
Operating income from recurring activities in the Middle East
remained negative, with a loss of €63.4 million compared to a loss
of €28.5 million in 2008, resulting in negative operating margins
from recurring activities of 4.3% in 2009 and 1.3% in 2008.
Operating income from recurring activities in the Middle East
for Onshore remained negative, with a loss of €77.7 million,
versus a loss of €28.0 million in 2008, representing, respectively,
negative operating margins from recurring activities of 5.6% in
2009 and 1.3% in 2008. The deterioration between 2008 and
2009 was caused by a drop in activity on contracts that make
material positive contributions; this strong volume effect reduced
the absorption of fixed costs, especially because Technip made a
significant effort in 2009 to enhance its presence and commercial
positioning in the region.
Among the projects impacting the region are: on the one hand,
the large LNG and gas treatment contracts executed in Qatar
(Qatargas II, Rasgas III, Qatargas III & IV, AKG2–signed in 2004,
2005 and 2006 in partnership with Chiyoda), in Yemen (Yemen
LNG signed in 2005), in Saudi Arabia (Khursaniyah) and in the
United Arab Emirates (Adgas OAG), and, on the other hand,
major ethylene contracts such as Sabic Yanbu in Saudi Arabia and
Ras Laffan in Qatar; and, lastly, a contract for the Fujairah water
transmission system in the United Arab Emirates.
2009 Reference Document
063

9
Review of Financial Position and Financial Performance
9.4. Comments on the Results of Operations for the year ended at December 31, 2009, compared
to the year ended December 31, 2008
The Offshore segment’s contribution rose to €4.0 million in 2009
(i.e. an operating margin from recurring activities of 6.7%) from
a loss of €0.5 million in 2008 (i.e. a negative operating margin
from recurring activities of 1.1%). The improvement is primarily
attributable to improved profitability on the Zakum/GPF project.
Asia Pacific
Operating income from recurring activities in Asia Pacific was
€103.8 million, versus €141.2 million in 2008, giving an operating
margin from recurring activities of 13.6%, stable compared 2008.
The Subsea segment generated €15.6 million of operating income
from recurring activities (i.e. an operating margin from recurring
activities of 5.6%) versus €88.0 million in 2008 (i.e. an operating
margin from recurring activities of 18.0%). The main reasons for
the significant reduction were a contraction of the activity in the
area and an increased competition.
The Offshore segment contributed a positive operating income
from recurring activities of €20.7 million in 2009 (i.e. an operating
margin from recurring activities of 27.9%), compared to a
€15.2 million loss in 2008 (i.e. a negative operating margin from
recurring activities of 15.9%).
The Onshore segment’s contribution remained stable, in terms
of both value, at €67.5 million in 2009 (i.e. an operating margin
from recurring activities of 16.3%) compared to €68.4 million in
2008 (i.e. an operating margin from recurring activities of 15.2%);
and in proportion to the segment’s overall operating income from
recurring activities of the segment (i.e. 44.5% in both 2009 and
2008). The performance in this area can be attributed to good
execution of ongoing projects, notably the Koniambo project
in New Caledonia (nickel smelter unit construction contract),
the contract with Map Ta Phut Olefins Co. Ltd (MOC) to build a
steam-cracking furnace for an ethylene plant located in Thailand,
and a service contract (EPCM) for the new generation NExBTL
renewable diesel plant in construction in Singapore.
Americas
Operating income from recurring activities in this region was
€255.2 million, up from €177.8 million in 2008, representing
operating margins from recurring activities of 16.4% and 10.0%
respectively.
The Subsea segment’s operating income from recurring activities
amounted to €234.2 million in 2009, representing an operating
margin from recurring activities of 21.7%, versus €137.0 million
and a margin of 14.7% in 2008. This significant improvement was
due to the completion of major projects such as Cascade B flowlines
and Gas Export Installation (Petrobras) in the Gulf of Mexico
and North Amethyst (Husky Oil) in Canada. The good contribution
from flexible supply projects in Brazil was also noteworthy.
The income for the Onshore segment improved, with €7.6 million
in 2009 (i.e. an operating margin from recurring activities of 2.8%),
compared to €0.9 million in 2008 (i.e. an operating margin from
recurring activities of 0.2%). The region’s performance in 2009
was notably driven by refinery extension contracts in Colombia
and the United States.
The Offshore segment contributed €13.4 million in 2009 (i.e. an
operating margin from recurring activities of 6.7%), compared to
€39.9 million in 2008 (i.e. an operating margin from recurring
activities of 14.0%).
In addition, Technip mentions that the Perdido Spar’s Hull was
delivered to Shell under good conditions in 2008 (Gulf of Mexico).
Income/(Loss) from Sale of Activities
In 2009 the result from sale of activities amounted to a loss of
€2.5 million, even though no activities were divested in 2009. The
loss stemmed from a €5.3 million reversal of provisions related
to sales made in an earlier period, offset by a net expense of
€7.8 million corresponding to a provision recorded to cover a
risk on an old contract.
Provision for Litigation
The Group decided to record an exceptional charge of €245 million
in the fourth quarter of 2009, in respect of the ongoing investigations
by the American authorities of events involving the joint
venture company TSKJ. Technip has been cooperating with the
United States Securities and Exchange Commission (“SEC”) and
the United States Department of Justice (“DOJ”) in the ongoing
investigations involving the joint venture company TSKJ, of which
Technip has a 25% share, in relation to events which occurred
between 1994 and 2004. Technip and the SEC and DOJ have
discussed a resolution of all potential claims against the company
arising from the investigation. While these discussions have not
concluded, the provision of €245 million reflects the estimated
costs of resolution based on the current status of the ongoing
discussions. It is important to note that not all matters in resolution
of the investigation have been finalized, and Technip expects
some additional weeks of discussion.
Net Operating Income
Net operating income in 2009, excluding the provision of
€245.0 million for the TSKJ litigation, was €674.2 million,
compared to €656.9 million in 2008. This represented an increase
of €17.3 million, or 2.6%, as a result of successful project execution
in all segments during the year. Broken down by segment,
the net operating income was as follows:
■
■
■
Subsea: €537.9 million (vs. €523.2 million in 2008), representing
an operating margin of 18.8% in 2009 (vs. 19.5% in 2008);
Offshore: €39.3 million (vs. €38.6 million in 2008), representing
an operating margin of 7.0% in 2009 (vs. 5.6% in 2008);
Onshore: €151.7 million (vs. €153.7 million in 2008), representing
an operating margin of 5.0% in 2009 (vs. 3.8% in 2008);
■ Corporate: a negative contribution of €46.9 million in 2009
(vs. a negative contribution of €58.6 million in 2008) (see Note 4
to the Consolidated Financial Statements at December 31, 2009).
Including the provision for the TSKJ litigation, net operating
income in 2009 amounted to €429.2 million (i.e. 6.6% of
revenues) against €656.9 million in 2008 (i.e. 8.8% of revenues),
a €227.7 million decrease (-34.7%).
Financial Result
Net financial expenses were €60.7 million in 2009, representing a
deterioration of 452% compared to €11.0 million of net financial
expenses in 2008. This variation was primarily due to the net
foreign exchange result: net foreign exchange losses amounted
to €35.3 million in 2009, whereas net foreign exchange gains
amounted to €21.4 million in 2008.
Financial expenses amounted to €538.7 million, which included
interest on bond loans of €30.1 million, financial charges
relating to other loans and bank overdrafts of €13.0 million and
064 2009 Reference Document

Review of Financial Position and Financial Performance
9.5. Changes in Balance Sheet and Financial Position between the year ended December 31, 2009
and the year ended December 31, 2008
9
financial costs relating to employee benefits in the amount of
€10.9 million.
Financial income amounted to €478.0 million, and mainly included
€35.0 million interest from treasury management (primarily
proceeds from the disposal of marketable securities and interest
on term deposits), and €4.2 million of financial income relating
to employee benefits.
The yield on funds provided under turnkey contracts does not
appear under this heading but is included in revenues. For 2009,
fi nancial income on contracts represented a contribution to
revenues of €25.5 million, compared to €45.8 million in 2008.
Income Tax
The 2009 income tax expense amounted to €194.7 million, versus
€193.8 million in 2008 on pre-tax earnings of €618.2 million
(excluding provision on TSKJ litigation). Technip’s tax rate in 2009
was 31.5% (excluding provision on TSKJ litigation), whereas the
French tax rate was 34.43% in 2009.
Net Income from Discontinued
Operations
As in 2008, no operations were closed or discontinued in 2009.
Net Income Attributable
to Minority Interests
Net income attributable to minority interests increased from
€6.3 million in 2008 to €8.1 million in 2009.
Net income from affiliates accounted for using the equity method
amounted to €4.7 million in 2009, compared to €2.2 million in
2008. As in 2008, only Technip KTI Spa was accounted for using
the equity method in 2009.
Net Income
Net income attributable to shareholders of the parent company
amounted to €170.4 million in 2009, compared to €448.0 million
in 2008, which represented 2.6% of Technip’s consolidated
revenues, compared to 6.0% in 2008. Excluding the provision for
TSKJ litigation, net income amounted to €415.4 million, i.e. 6.4%
of revenues.
Earnings per Share
Calculated on a diluted basis of 106,259,060 shares, earnings per
share amounted to €1.59 in 2009, compared to €4.25 in 2008,
a decrease of 62.6%. The strong decrease was mainly the result of
lower net income (-62.0%). The average number of shares calculated
on a diluted basis remained stable: 105,325,760 shares taken
into account in the 2008 calculation, compared to 107,209,020
shares in the 2009 calculation. The increase resulted primarily from
new performance shares and stock option plans implemented in
June and October 2009.
Basic earnings per share were €1.60 in 2009, compared to €4.27
in 2008.
To the best of Technip’s knowledge, no signifi cant change in
Technip’s financial or business position has occurred since the
accounting period ended December 31, 2009.
9.5. Changes in Balance Sheet and Financial Position
between the year ended December 31, 2009
and the year ended December 31, 2008
Non-Current Assets
Fixed Assets
As of December 31, 2009, net intangible assets amounted
to €2,408.2 million, compared to €2,409.2 million as of
December 31, 2008. They primarily consisted of €2,369.3 million
in net goodwill, including €2,239.3 million from the purchase of
Coflexip, which was allocated to the Subsea and Offshore business
segments. In accordance with impairment tests performed
to confirm the value of goodwill, no depreciation was recorded in
2009. In 2009 the goodwill increased by €0.2 million due to an
adjustment of goodwill related to Eurodim. In 2008, the goodwill
allocated to the Offshore segment had increased by €6.1 million
due to the acquisition of Eurodim and the goodwill allocated to
the Onshore segment had increased by €5.6 million due to the
acquisition of EPG (€3.9 million), Sofremines (€1.0 million) and
Setudi (€0.7 million). Other net intangible assets represented
€38.9 million at December 31, 2009, compared to a net amount
of €40.1 million at December 31, 2008, and consisted of software,
patents and brand names, as well as development costs for
internally-developed software (see Note 10 to the Consolidated
Financial Statements at December 31, 2009).
Net tangible fixed assets amounted to €1,194.5 million at
December 31, 2009, compared to €945.0 million at December 31,
2008 (representing an increase of 26.4%) and mainly included the
vessels used in Subsea operations, carried at €414.9 million, the
vessels under construction, carried at €322.5 million, and land and
buildings for administrative use or production (production plants
and construction yards). The increase in net value of €249.5 million
in 2009 was due to new capital expenditures of €413.2 million
and a positive foreign exchange impact of €35.9 million, reduced
primarily by amortization and depreciation expenses for the year
of €201.8 million (see Note 9 to the Consolidated Financial
Statements at December 31, 2009).
Capital expenditures amounted to €423.6 million in 2009, compared
to €401.3 million in 2008, representing an increase of 5.6%.
2009 Reference Document
065

9
Review of Financial Position and Financial Performance
9.5. Changes in Balance Sheet and Financial Position between the year ended December 31, 2009
and the year ended December 31, 2008
These investments were primarily related to vessels (in an
amount of €78.6 million), machines and equipment (in an
amount of €34.7 million), construction (in an amount of
€7.6 million), patents, licenses and software rights (in an amount
of €10.4 million), plus assets under construction (in an amount
of €259.4 million out of which around €200 million for vessels
under construction). Technip continued to carry out its investment
program in order to expand the fleet of vessels. In 2009 a new
diving-support vessel was delivered, the Skandi Arctic, and three
new vessels were put under construction: a pipelay vessel (Deep
Energy), scheduled for delivery in 2011 (€67.7 million capitalized
in 2009); a new flexlay vessel, the Skandi Vitoria, scheduled for
delivery in 2010 (€66.1 million capitalized in 2009); and the
Apache 2, a vessel under construction owned by North Ocean III KS,
a company acquired during the period (see Note 2-(a) to the
Consolidated Financial Statements at December 31, 2009). In
addition the Group continues to build a flexible plant in Malaysia,
for which €48.4 million was recorded in assets under construction
as of December 31, 2009, of which €25.1 million in 2009.
The amount of pledged assets is not material and amounted to
€60.6 million as of December 31, 2009.
Other Non-Current Assets
Other non-current assets included mainly deferred tax assets,
€263.8 million in 2009 compared to €201.4 million in 2008, i.e.
an increase of €62.4 million (+31.0%). The change is primarily
due to the tax impact linked to the increase of warranty accruals
on completed contracts.
Current Assets
Entries under the line item “Construction contracts” include
accumulated costs incurred, as well as the margin recognized
on the basis of the contract’s percentage of completion, less
payments received from clients, with the net balance appearing
on the asset side or the liability side depending on whether
the balance is a debit or a credit. At December 31, 2009, the
line item “Construction contracts–Amounts in assets” shown
on the asset side amounted to €158.0 million, compared to
€140.8 million in 2008, representing an increase of 12.2%.
The line item “Construction contracts–Amounts in liabilities”
amounted to €975.6 million at December 31, 2009, compared
to €1,253.0 million at December 31, 2008 (see Note 15 to
the Consolidated Financial Statements at December 31, 2009),
representing a decrease of 22.1%. These changes are related to
the progress made on different contracts.
Inventories, trade receivables and other receivables amounted to
€1,845.9 million in 2009, a decrease of 7.6% relative to 2008
(€1,997.3 million). The change is primarily due to the decrease
in trade receivables during the period.
Net cash position increased by 10.5% year-on-year and amounted
to €2,656.3 million in 2009, compared to €2,404.7 as of
December 31, 2008. Technip also had sufficient available resources
to finance, if necessary, operating and investing activities (see
“Financing Structure” in Section 10.1 of this document). Cash
generated from operating activities amounted to €634.1 million
in 2009, compared to €454.7 million in 2008.
Provisions
Provisions for liabilities and charges amounted to €584.5 million
in 2009, up 104.2% from €286.2 million in 2008. These amounts
consisted of the provision for the TSKJ litigation of €245.0 million,
provisions for contract risks of €129.0 million (€83.0 million
in 2008), provisions for employee pensions of €96.1 million
(€98.8 million in 2008) provisions for taxes of €15.6 million
(€11.6 million in 2008) and provisions for claims recorded at
Technip’s captive reinsurer of €8.9 million (€18.3 million in
2008) (see Note 23 to the Consolidated Financial Statements at
December 31, 2009). The increase in this line item was primarily
due to the provision for the TSKJ litigation of €245.0 million
recorded in the fourth quarter and to €91.2 million of new
provisions for contract risks in 2009.
Financial Debts
At December 31, 2009, Technip’s consolidated debt amounted
to €872.7 million, which included €28.2 million of current
financial debts (see details of financial debts in Section 10.1 of
this document). Consolidated debt increased by €112.6 million
(+14.8%) compared to the previous year (€760.1 million at
December 31, 2008), primarily due to a new credit facility of
€53.6 million granted to the Norwegian subsidiary Doftech,
50% owned by Technip, for the construction of the Skandi Arctic;
a credit facility of €20.8 million granted to Technip SA; credit
facilities of €35.2 million granted to the Brazilian subsidiaries. The
current portion of financial debt primarily includes €9.2 million
in overdrafts and in short-term bank credit lines (primarily
at the Norwegian subsidiary) and €19.0 million in accrued
interest of which €18.3 million related to bonds. Long-term
financial debts of €844.5 million comprised the bond issued on
May 26, 2004 for €650 million and the €194.5 million of credit
facilities for Norwegian and Brazilian subsidiaries and Technip SA
as at December 31, 2009 (see Note 21 to the Consolidated
Financial Statements at December 31, 2009).
066 2009 Reference Document

Review of Financial Position and Financial Performance
9.5. Changes in Balance Sheet and Financial Position between the year ended December 31, 2009
and the year ended December 31, 2008
9
Off-Balance Sheet Commitments
(See Note 31 to the Consolidated Financial Statements at December 31, 2009)
Off-balance sheet commitments at December 31, 2008 and December 31, 2009 were as follows:
As of December 31,
In millions of Euro 2009 2008
Operating Leases 721.3 572.3
Foreign Exchange Rate Financial Instruments 2,604.2 2,060.1
Total Contractual Commitments 3,325.5 2,632.4
Parent Company Guarantees 30,372.6 28,190.2
Other Commitments Given 2,983.2 3,169.9
Total Commitments Given 33,355.8 31,360.1
Total Commitments Received 739.4 1,004.4
Off-balance sheet commitments by maturity were as follows:
As of December 31,
2009 2008
In millions of Euro
Amounts of Commitments per Period
Less than
1 year 1 to 5 years
More than
5 years Total Total
Operating Leases 92.1 302.2 327.0 721.3 572.3
Foreign Exchange Rate Financial Instruments 1,735.9 868.3 - 2,604.2 2,060.1
Total Contractual Commitments 1,828.0 1,170.5 327.0 3,325.5 2,632.4
As of December 31,
2009 2008
In millions of Euro
Amounts of Commitments per Period
Less than
1 year 1 to 5 years
More than
5 years Total Total
Parent Company Guarantees 14,911.5 12,407.8 3,053.3 30,372.6 28,190.2
Other Commitments Given 637.5 2,102.5 243.2 2,983.2 3,169.9
Total Commitments Given 15,549.0 14,510.3 3,296.5 33,355.8 31,360.1
As of December 31,
2009 2008
In millions of Euro
Amounts of Commitments per Period
Less than
1 year 1 to 5 years
More than
5 years Total Total
Commitments Received 468.9 269.0 1.5 739.4 1,004.4
Total Commitments Received 468.9 269.0 1.5 739.4 1,004.4
a) Parent Company Guarantees
The main off-balance sheet commitments consisted of parent
company guarantees.
Parent company guarantees provided by Technip or by its intermediary
subsidiaries to clients guarantee the successful execution of
ongoing contracts. The average period until the guarantees expire
is approximately five years.
The parent company guarantees, which amounted to
€30,372.6 million at December 31, 2009 (€28,190.2 million at
December 31, 2008), also include the partners’ share when Technip
participates in joint ventures, and are not decreased to reflect a
project’s percentage of completion. They are also not reduced
by any parent company guarantees received by Technip from its
partners as part of a joint venture, whereas Technip issues parent
company guarantees to these same partners.
b) Other Commitments
Commitments resulting from contractual obligations amounted
to €3,325.5 million and include foreign exchange instruments
in an amount of €2,604.2 million (forward purchase and sell of
currencies: US Dollar, Pound Sterling and Norwegian Krone mainly)
and commitments in relation to lease contracts. In this regard, the
Group leases a range of equipment, vessels and real estate, which
are generally acquired through leasing contracts that will expire
over the next 10 years.
Other commitments provided amounted to €2,983.2 million in
2009 (€3,169.9 million in 2008) and principally include deposits,
guarantees or counter-guarantees given by banks or insurance
companies to various customers to cover the successful execution
of contracts, particularly their successful completion, or following
the payment of advances or retention guarantees.
Commitments received mainly correspond to deposits or sureties
received from suppliers or sub-contractors in the context
of ongoing contracts. They represented €739.4 million in 2009,
compared to €1,004.4 million in 2008.
2009 Reference Document
067

10
Capital Resources
10.1. Comparison of Net Cash Position and Cash Flows for the year ended
December 31, 2009 and the year ended December 31, 2008. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .68
Net Cash Generated from Operating Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .68
Net Cash Used in Investing Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .69
Net Cash Generated from Financing Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .69
10.2. Comparison of Shareholders’ Equity and Financing between the year ended
December 31, 2009 and the year ended December 31, 2008. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .69
Shareholders’ Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .69
Financing Structure. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .69
10.1. Comparison of Net Cash Position and Cash Flows
for the year ended December 31, 2009
and the year ended December 31, 2008
(See Note 18 to the Consolidated Financial Statements at December 31, 2009)
Technip’s net cash position at December 31, 2009 and December 31, 2008 was as follows:
In millions of Euro 12/31/2009 12/31/2008
Cash 515.7 477.3
Cash Equivalents 2,140.6 1,927.4
Total Cash and Cash Equivalents 2,656.3 2,404.7
Bond Loan 650.0 650.0
Other Financial Debts 222.7 110.1
Total Financial Debts 872.7 760.1
Net Cash Position 1,783.6 1,644.6
Net cash position amounted to €1,783.6 million at December 31,
2009, representing an increase of 8.5% (€139.0 million) over
December 31, 2008 (€1,644.6 million). This increase was mainly
due to the change in operating cash flows (see below).
There is no significant restriction on cash transfers between
Technip SA and its subsidiaries.
Net Cash Generated from Operating
Activities
Net cash generated from operating activities rose 39.5% to
€634.1 million from €454.7 million in 2008, primarily due to
the evolution between 2008 and 2009 of the working capital
requirement (€243.5 million excluding TSKJ impact).
Free cash flow amounted to €372.6 million, down 45.3% versus
€681.7 million in 2008. This significant decrease can be explained
by the following items:
■
■
2009 net income (including minority interests) fell sharply
year-on-year (€-275.8 million) because of the TSKJ provision;
amortization and depreciation of tangible and intangible assets
increased by €35.5 million from €188.6 million in 2008 to
€224.1 million in 2009.
Change in working capital requirements amounted to
€16.5 million in 2009, compared to €-227.0 million in 2008.
068 2009 Reference Document

Capital Resources
10.2. Comparison of Shareholders’ Equity and Financing between the year ended December 31, 2009
and the year ended December 31, 2008
10
Net Cash Used in Investing Activities
Net cash used in investing activities remained stable at
€-429.1 million in 2009, versus €-411.3 million in 2008:
■
■
■
capital expenditures relating to property, plant and equipment
and intangible assets amounted to €423.6 million in 2009, up
from €401.3 million in 2008. The high level of investment was
due to Technip’s ongoing policy of increasing its capacity in terms
of both its fleet of vessels and its flexible pipe production;
proceeds from sales of assets amounted to €2.9 million in
2009, down from €5.1 million in 2008. In 2009, this primarily
involved €1.0 million of proceeds from the sale of our 5.6%
share in the company Krasnye Barrikady;
the decrease in net cash position caused by changes in the scope
of consolidation represents the total purchase price or disposal
price of the company in question, less the net cash position
of purchased or sold companies, measured on the purchase or
disposal date, i.e. a decrease of €8.1 million in 2009, compared
to €15.0 million in 2008. In 2009, this was mainly due to cash
outflow in the context of the TPAR-Terminal Portuario de Angra
Dos Reis acquisition in Brazil and the buyout of minority shareholders
in Technip Tianchen. In 2008, this was mainly due to the
Eurodim (€11.5 million) and EPG acquisitions (€4.7 million).
Net Cash Generated from Financing
Activities
Net cash generated from financing activities amounted to
€-42.8 million in 2009, compared to 25.2 million in 2008. Debt
increased in 2009 by €84.1 million. Dividends paid amounted to
€127.5 million to be compared to €125.1 million distributed in
2008. Capital increases in 2009 amounted to €0.6 million as a result
of the exercise of stock options. In 2008 capital increases resulted
from the subscription to the capital increase reserved for employees
(€60.0 million) and the exercise of stock options (€11.3 million).
10.2. Comparison of Shareholders’ Equity and Financing
between the year ended December 31, 2009
and the year ended December 31, 2008
Shareholders’ Equity
At December 31, 2009, equity attributable to the Group
amounted to €2,686.7 million, compared to €2,473.4 million at
the end of 2008. The principal reasons for the change were the
net income realized over the period (€170.4 million), the dividend
paid in 2009 (€127.5 million, i.e. €1.20 per share), change
in foreign currency translation reserve of €75.4 million, change
in fair value reserve for an amount of €-18.4 million, and change
in reserves relating to stock options and performance shares
for €112.3 million (see Note 20 to the Consolidated Financial
Statements at December 31, 2009).
As of the date of this Reference Document, there are no restrictions
on the use of capital that had any impact over the 2009
fiscal year or may significantly affect Technip’s business.
Financing Structure
(See Note 21 to the Consolidated Financial Statements at
December 31, 2009)
At December 31, 2009, the amount of credit facilities confirmed
available to Technip and unused amounted to €1,454.0 million,
including €1,416.5 million available beyond December 31, 2010.
This amount is a 12.4% increase over December 31, 2008. In
light of market conditions, the Group had no commercial paper
outstanding at December 31, 2009. The Group still had authorization
from the National Bank of France (Banque de France) for a
maximum amount of €600 million. Technip believes that these
credit lines, together with the cash and marketable securities on
hand, provide Technip with the necessary resources to finance its
operational needs.
With respect to borrowing conditions, Technip’s floating rate
indebtedness amounts to €42.5 million compared to total
indebtedness of €872.7 million. The bond loan that Technip issued
on May 26, 2004 represents the largest portion of financial debt
and amounts to €650 million, with a maturity date of May 26,
2011. The annual interest rate is 4.625%, and is payable on each
anniversary date of the date of issuance. Over the 2009 year, the
average rate of the fixed rate debt was 4.91% per year, compared
to 4.62% in 2008. Over the same period, the average rate of the
Group’s total debt (both floating and fixed rates) amounted to
5.48% up from to 4.90% in 2008. The average rate of debt is
calculated by dividing the amount of financial costs for the fiscal
year (excluding bank fees not expressly related to the debt) by the
average outstanding debt for the fiscal year.
2009 Reference Document
069

11
Research and
Development,
Patents and Licenses
11.1. Research and Development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .70
Subsea . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .70
Onshore. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .70
Offshore . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .71
11.2. Patents and Licenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .71
11.3. Technological Partnerships. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .71
11.4. Acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .72
11.1. Research and Development
Research and Development is essential to Technip’s success in all
of its activities.
Technip’s Research and Development operations strive to meet
its customers’ future needs and improve its competitiveness.
Technip is working on development and engineering programs
in a number of advanced technical fields related to deepwater
oil and gas production (including large platforms and floating
production units, low-temperature, deepwater liquid natural
gas and crude oil transport systems) and in Carbon Capture and
Storage processes.
Technip has a three-phase strategy for acquiring new technologies
related to its operations: (i) development through in-house
Research and Development, (ii) external growth through the
acquisition of specialized companies, and (iii) mixed organic and
external growth through research partnerships.
The Group has Research and Development sites in all main
Centers: Le Trait, Aberdeen, Paris, Rome, Houston, Claremont,
Kuala Lumpur and Rio de Janeiro. These teams include approximately
300 employees as of December 31, 2009. They helped
Technip to file 44 patents in 2009, 42 in 2008 and 29 in 2007.
Technip also works with external Research and Development
teams to develop strategic technological partnerships intended
to facilitate commercial development in these sectors.
Technip’s Research and Development expenditures for the
2009 and 2008 financial years amounted to €53.5 million and
€44.9 million, respectively. Most of its research and engineering
operations are focused on specific projects, which are not taken
into account in these figures.
Subsea
Research and Development activities in the Subsea segment focus
on improving the quality of the products and services provided
to its customers and developing new flexible pipes and “reeled”
pipes technologies.
The growing Subsea market presents new technological challenges
related to increasingly extreme water depths, pressures and
temperatures. Technip’s technological priorities include finding
solutions for installing risers at depths reaching 3,000 meters,
isolation and active heating techniques, the development of
flexible pipes for extreme pressure, temperature and corrosive
fluid conditions, as well as “intelligent” riser systems that allow a
monitoring of their integrity and production parameters.
Onshore
Onshore Research and Development programs carried out in
2008 and 2009 improved energy efficiency and reduced the
environmental impact of industrial complexes built by Technip:
■
with respect to LNG, as a result of the high efficiency Wieland
heat exchange tubes, the cryogenic pipe-in-pipe (aerial or
floating), the cryogenic flexible pipe and the concept of floating
LNG plants;
070 2009 Reference Document

Research and Development, Patents and Licenses
11.3. Technological Partnerships 11
■
■
■
■
■
more efficient processes for ethane recovery from natural gas;
with respect to ethylene, as a result of more selective cracking
coils and a higher efficiency in the separation section;
with respect to hydrogen, as a result of developing an exchanger/
reformer for large capacities;
with respect to hydrogen in refining, Technip has developed a
new tool allowing optimal hydrogen usage and minimal CO 2
emissions in a refinery environment (HyN DT);
in renewable energies Technip has targeted development of
second generation biofuel plants and in the Marine Energy
Sector (offshore Wind, fixed or floating).
Technip has further improved the design, efficiency, cost and
time to market of its offering through Technology Cooperation
Agreements with Dow (on ethylene), in place since 1997 and
about to be renewed, with Ineos (on polyoelfins), on July 20,
2009 and with Air Products (hydrogen) in place since 1992 and
renewed on October 23, 2008.
Offshore
Throughout 2008 and 2009, Technip, already widely renowned
for its Offshore technologies for the energy industry, pursued its
research into several innovative concepts:
■
Adapting the Spar platform to ultra-deep waters: Technip
is working on solutions to meet the challenges of exploiting
hydrocarbon fields at water depths beyond 3,000 meters by
■
■
■
adapting its Spar concept for projects located in the deepest
waters of the Gulf of Mexico and the South Atlantic offshore
Brazil.
Arctic Spar: with the Arctic Spar, Technip is developing a
platform concept able to withstand the extreme conditions of
the Arctic Ocean. This unconventional environment presents
new challenges in terms of harsh climate conditions (very low
temperatures, the ice shelf and icebergs) and environmental
protection.
Floatover: Technip is a leader in topside installations for fixed
and floating platforms without the use of heavy lift equipment.
The Floatover High Air Gap technology developed by Technip
has improved its technological capability for the installation of
topside facilities that are heavier and higher in relation to water
levels in regions where platforms are exposed to heavy swell
and hurricane conditions.
TLP: Technip is also developing a Tension Leg Platform concept
for water depths of 270 meters to 1,500 meters. This platform
concept is designed to meet new market needs in relation
to projects in the Gulf of Mexico, Brazil, Southeast Asia and
Australia.
Technip’s 2008 acquisition of Eurodim, an engineering and
consulting company with solid technological expertise, notably in
the offshore oil and fluid transfer sectors, strengthens its technological
portfolio in relation to the cryogenic flexible pipes used in
Liquefied Natural Gas (LNG) transfer, offshore LNG plants and the
adaptation of offshore facilities to harsh maritime environments.
11.2. Patents and Licenses
For its operations, Technip holds a large number of patents,
registered trademarks and other intellectual property rights,
including industrial and intellectual property rights acquired from
third parties. At February 28, 2009, Technip held approximately
425 patent families (i.e., approximately 3,000 patents in effect
in over 80 countries), mainly in the Offshore and Subsea sectors
(subsea pipes, umbilicals, flexible systems, platforms and equipment),
but also in the Offshore sector (cryogenics, refining,
cement, hydrometallurgy, and ethylene and hydrogen production).
Technip jointly holds a limited number of patents with IFP
and other industrial partners.
Petrochemical operations depend on the implementation of
licenses belonging to third parties (such as UOP, Avi Products and
BASF). They are implemented on a project-by-project basis and
the fees are passed on to customers.
11.3. Technological Partnerships
Technip participates in technological partnerships in the Onshore
sector, particularly, with Air Products for hydrogen units; BP
Chemicals for PTA; Dow Chemicals for ethylene furnaces; Ineos
for linear low-density polyethylene, high-density polyethylene
and polypropylene; Sabtec for low-density polyethylene; Asahi
Kasei for chlorine and caustic soda membrane electrolysis and
Wieland for enhanced heat transfer tubes for LNG and ethylene
applications. In the Offshore sector, Technip and IFP work together
on research operations, particularly, for deepwater oil and gas
production.
2009 Reference Document
071

Research and Development, Patents and Licenses
11 11.4. Acquisitions
11.4. Acquisitions
Technip also acquires major technologies when it buys companies
that have developed them, as was the case with the acquisition of
KTI’s businesses, which have since been renamed Technip Benelux,
Technip USA and Technip KT India. These acquisitions have allowed
Technip to reinforce its skills and acquire first-class technologies in
the ethylene and hydrogen sectors. Coflexip’s acquisition in 2001
of Aker Maritime ASA’s Deep Sea Division gave Technip access to
technologies related to “Spar” Offshore platforms.
In May 2009 Technip acquired from HeliSwirl the intellectual
property rights for the application of the Small Amplitude Helical
Tubing (SMAHT) technology for steam cracking furnaces for
ethylene production. This acquisition broadens Technip’s technological
offer and strengthens its position as a key player in the
steam cracking furnace market.
The Group’s main acquisitions in 2009 are listed in Section 6.1.2
of this Reference Document.
072 2009 Reference Document

12
Information on Trends
12.1. Prospects . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .73
12.2. Financial Communications Agenda . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .74
12.1. Prospects
Looking forward, Technip believes that the key drivers of its business
environment have not changed significantly over the past
few months.
Bidding activity has held up well in early 2010, as stronger oil
prices and lower project costs have encouraged its customers to
assess their project portfolio. Yet Technip has observed delays in
final investment decisions, resulting in a low bid conversion rate
and continuous pricing pressure in its industry.
However, projects cannot be postponed indefinitely. For 2010
and beyond, while uncertainty persists for hydrocarbon demand,
reserves and production issues will emerge at some stage, particularly
for oil. Assuming relative stability in oil prices and greater
certainty on overall project costs, final investment decisions could
pick up during the second half of 2010.
Upstream, declining production at more mature oilfields will have
to be offset by resources that are increasingly located in frontier
areas, which requires greater technological innovation and carries
greater risks, in addition to possibly extending project execution
phases. Downstream, Technip sees an accelerating geographical
shift as the industry reduces refining and petrochemical capacity
in the developed countries while building more modern and
efficient plants closer to resources (Middle East, Latin America)
and end-markets (Asia).
Technip draws a distinction between markets where projects will
depend on nearer-term movements in hydrocarbon prices or
other factors, and those with strategic growth.
Technip believes that the North Sea market may rebound, with
smaller operators being more confident in their cash flows and
credit access. In West Africa, Nigerian activity and bidding will
continue to be affected by political uncertainties, while Angola
could award some projects in 2010. With respect to the Onshore
segment, North America may see some renewed interest in the
Canadian oil sands projects, while US downstream markets will
remain depressed by overcapacity, particularly in refining.
By contrast, Technip believes that deepwater Gulf of Mexico activity
should remain robust. Sustained activity is expected in Brazil,
with a huge build-up of operational assets needed in particular for
the pre-salt developments. Logistics and local fabrication will be
key in this market. Technip also believes that the Middle East will
continue to be strong in the United Arab Emirates, Saudi Arabia
and, to a lesser extent, Qatar. These countries are building up
large downstream infrastructures to increase the value of their
gas and petroleum products. Technip believes that Iraq will not be
a significant market in the short term but represents a significant
upside in conventional developments as soon as the security
situation improves. Asia Pacific will be dominated by gas projects
of all sizes, led by Australia with new LNG projects.
Technip is positioned to capitalize on these geographic and
segmental trends. Technip can differentiate itself through its
strategic investments, local empowerment, and technology:
three attributes capable of generating profitable growth in all its
segments.
First, Technip will continue to implement plans to expand its
global fleet, increase its manufacturing capacity (Asia, Angola)
and improve logistics (Brazil).
Second, Technip will leverage its regional organization to increase
its local presence, reduce costs and capture complex global
projects that require strong global coordination–a key capability
for both international operators and national companies that
operate abroad.
Third, Technip will focus on technological differentiation, notably
in deepwater, floating LNG and heavy oil refining.
Technip enters 2010 with a good degree of visibility as a result
of its management priorities over the last three years, such as the
management of legacy issues, including the TSKJ matter. Technip
has a solid, recently acquired €8 billion backlog balanced between
business segments and locations, and a strong balance sheet.
2009 Reference Document
073

Information on Trends
12 12.2. Financial Communications Agenda
Technip targets 2010 revenues in the €5.9-6.1 billion range, at
year end exchange rates, with Subsea revenues of €2.6-2.7 billion.
Technip targets a Subsea operating margin above 15%, and
Onshore/Offshore combined operating margin stable year-onyear.
Accordingly, Technip can focus greater attention in 2010 on positioning
its business for long-term profitable growth worldwide.
Looking ahead over 2010-2012, Technip believes that its backlog
should be solid and stable with good visibility:
In millions of Euro Subsea Offshore Onshore Group
2010 2,156.6 341.7 2,002.4 4,500.7
2011 725.9 126.2 1,681.5 2,533.6
2012+ 170.5 - 813.5 984.0
Total 3,053.0 467.9 4,497.4 8,018.3
Source: Technip.
12.2. Financial Communications Agenda
The 2010 financial communications agenda is as follows:
April 29, 2010
April 29, 2010
July 22, 2010
October 28, 2010
2010 First Quarter Results
Annual Shareholders’ Meeting
2010 Second Quarter and First Six Months’ Results
2010 Third Quarter Results
074 2009 Reference Document

13
Profit Estimates
and Forecasts
None.
2009 Reference Document
075

14
Administrative,
Management, Supervisory
and General Management
Bodies
Compliance with Code. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .76
14.1. Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .77
14.1.1. Composition of the Board of Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .77
14.1.2. Biographies of the Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .79
14.1.3. Company Shares Held by the directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .80
14.2. The Company’s Management. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .81
Declarations concerning the administrative, management, supervisory
and corporate management bodies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .81
14.3. Committees of the Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .81
14.3.1. The Audit Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .81
14.3.2. The Nominations and Remunerations Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .82
14.3.3. The Strategic Committee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .82
14.3.4. The Ethics and Governance Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .82
14.4. Conflicts of Interest at the Level of Administrative, Management,
Supervisory and General Management Bodies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .82
14.4.1. Absence of current or potential conflicts of interests. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .82
14.4.2. Shareholders’ agreements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .82
Compliance with Code
In accordance with the provisions of Article 26 of French law no. 2008-649 dated July 3, 2008, adapting various provisions of corporate
law to European law, the Company declares voluntarily referring to and applying the entire AFEP-MEDEF corporate governance code for
listed companies resulting from the consolidation of the AFEP-MEDEF report of October 2003 and the AFEP-MEDEF recommendations
of January 2007 and October 2008 concerning the compensation of executive directors of listed companies (the “AFEP-MEDEF Code”).
The AFEP-MEDEF Code is available on the MEDEF’s website (www.medef.fr).
France Proxy, an independent corporate governance consultant firm, reviewed Sections 14, 15, 16 and Annex C included in this Reference
Document, following the Company’s request and confirms that the Company complies with the AFEP-MEDEF Code provisions.
076 2009 Reference Document

Administrative, Management, Supervisory and General Management Bodies
14.1. Board of Directors 14
14.1. Board of Directors
14.1.1. Composition of the Board
of Directors
At February 28, 2010, the Board of Directors was comprised
of 11 members. It does not include any directors representing
employees or employee shareholders. Three directors are not of
French nationality.
The average age of the directors is 59.
The term of office of Board members is set at four years, which is
consistent with the recommendations made in the AFEP-MEDEF
Code.
In accordance with the recommendations made in the AFEP-
MEDEF Code and based on an amendment of the Articles of
Association adopted by the Company’s Combined Shareholders’
Meeting of April 27, 2007, in order to foster smooth transitions
in Board renewal and to prevent “renewal en masse”, the Board
of Directors, at its meeting of April 27, 2007, introduced a rolling
renewal system, pursuant to which one-half of its members’
terms of office will be renewed every two years.
In accordance with the AFEP-MEDEF Code recommendations, the
qualification of a Board member as an “independent director” is
discussed and reviewed every year by the Board of Directors upon
the Nominations and Remunerations Committee’s proposal.
At its meeting on February 16, 2009, the Nominations and
Remunerations Committee examined the qualification of the
Company’s Board members as “independent director” in light
of the definition and criteria used in the AFEP-MEDEF Code,
which states that: “A director is independent when he or she has
no relationship of any kind whatsoever with the corporation,
its group or the management of either that is such as to colour
his or her judgment.”
Therefore a director is independent when he or she has no relationship
of any kind whatsoever with the corporation, its group
or the management of either that is such as to colour his or her
judgment. This means besides:
■
■
■
■
■
■
not to be an employee or executive director of the corporation,
or an employee or director of its parent or a company that it
consolidates, and not having been in such a position for the
previous five years;
not to be an executive director of a company in which the
corporation holds a directorship, directly or indirectly, or in
which an employee appointed as such or an executive director
of the corporation (currently in office or having held such office
going back five years) is a director;
not to be a customer, supplier, investment banker or commercial
banker: that is material for the corporation or its group;
or for a significant part of whose business the corporation or
its group accounts;
not to be related by close family ties to an executive director;
not to have been an auditor of the corporation within the
previous five years;
not to have been a director of the corporation for more than
12 years. As a practical guideline, loss of the status of independent
director on the basis of this criterion should occur only
upon expiry of the term of office during which the 12-year limit
is reached.
The Committee presented its conclusions to the Board of Directors,
which adopted them at its meeting of February 18, 2009.
The Nominations and Remunerations Committee also met on
January 28, 2010 to examine the qualification as an “independent
director” as per AFEP-MEDEF independence criteria, of Board
members who were in office at the date of the Committee’s
meeting.
The Committee presented its conclusions to the Board of Directors,
which adopted them at its meeting of February 16, 2010.
At February 28, 2010, the Board was comprised of eight independent
members. It therefore exceeds the recommendations made
in the AFEP-MEDEF Code, which stipulates that one-half of the
Board members should be independent in widely-held companies
that have no controlling shareholders.
2009 Reference Document
077

Administrative, Management, Supervisory and General Management Bodies
14 14.1. Board of Directors
At February 28, 2010, the Board of Directors was comprised of the following members:
Name
Main position
Professional address
Age, Nationality
Thierry Pilenko
Technip’s Chairman and Chief Executive Officer
6-8, allée de l’Arche–Faubourg de l’Arche–
92400 Courbevoie
52–French
Olivier Appert
Chairman of the Institut Français du Pétrole ("IFP")
Institut Français de Pétrole–
1 et 4, avenue de Bois-Préau–
92852 Rueil-Malmaison Cedex
60–French
Pascal Colombani
Chairman of the Board of Directors of Valeo
43, rue Bayen–75017 Paris
64–French
Germaine Gibara
Chairman of Avvio Management Inc.
strategic consultancy firm
Avvio Management–1470 Peel Street–
Suite 200–Montreal H3A 1T1–Canada
65–Canadian
Gérard Hauser
6-8, allée de l’Arche–Faubourg de l’Arche–
92400 Courbevoie
68–French
Marwan Lahoud
Chief Strategy & Marketing Officer of EADS
37, boulevard de Montmorency–75781 Paris Cedex 16
43–French
Jean-Pierre Lamoure
Chairman of Solétanche Freyssinet
Solétanche Freyssinet–
133, boulevard National– 92500 Rueil-Malmaison
60–French
Daniel Lebègue
Chairman of the Institut Français des Administrateurs
IFA–Institut français des administrateurs–
7, rue Balzac–75382 Paris Cedex 08
66–French
John O’Leary
Chairman and Chief Executive Officer
of Strand Energy (Dubai)
Strand Energy–PO Box 28717–
Dubai Investment Park–Dubai–UAE
54–Irish
Joseph Rinaldi
Partner in Davis Polk & Wardwell
Davis Polk & Wardwell–450 Lexington Avenue–
New York NY 10017–USA
52–Australian and Italian
Bruno Weymuller
12, rue Christophe Colomb–75008 Paris
61–French
078 2009 Reference Document
Position within the
Board of Directors Term
Technip’s Chairman and Date of first appointment: April 27, 2007.
Chief Executive Officer Expiry of the current term of office:
Ordinary Shareholders’ Meeting convened
to approve the financial statements for the
year ending December 31, 2010.
Director Date of first appointment: May 21, 2003.
Date of last appointment: April 27, 2007.
Expiry of the current term of office:
Ordinary Shareholders’ Meeting convened
to approve the financial statements for the
year ending December 31, 2010.
Independent Director Date of first appointment: April 27, 2007.
Expiry of the current term of office:
Ordinary Shareholders’ Meeting convened
to approve the financial statements for the
year ending December 31, 2010.
Independent Director Date of first appointment: April 27, 2007.
Expiry of the current term of office:
Ordinary Shareholders’ Meeting convened
to approve the financial statements for the
year ending December 31, 2010.
Independent Director Date of first appointment: April 30, 2009.
Expiry of the current term of office:
Ordinary Shareholders’ Meeting convened
to approve the financial statements for the
year ending December 31, 2012.
Independent Director Date of first appointment: April 30, 2009.
Expiry of the current term of office:
Ordinary Shareholders’ Meeting convened
to approve the financial statements for the
year ending December 31, 2012.
Independent Director Date of first appointment: March 13, 1998.
Date of last appointment: April 30, 2009.
Expiry of the current term of office:
Ordinary Shareholders’ Meeting convened
to approve the financial statements for
the year ending December 31, 2012.
Independent Director Date of first appointment: April 11, 2003.
Date of last appointment: April 30, 2009.
Expiry of the current term of office:
Ordinary Shareholders’ Meeting convened
to approve the financial statements for the
year ending December 31, 2012.
Independent Director Date of first appointment: April 27, 2007.
Expiry of the current term of office:
Ordinary Shareholders’ Meeting convened
to approve the financial statements for
the year ending December 31, 2010.
Independent Director Date of first appointment: April 30, 2009.
Expiry of the current term of office:
Ordinary Shareholders’ Meeting convened
to approve the financial statements for the
year ending December 31, 2012.
Director Date of first appointment: February 10, 1995.
Date of last appointment: April 30, 2009.
Expiry of the current term of office:
Ordinary Shareholders’ Meeting convened
to approve the financial statements for the
year ending December 31, 2012.
Other offices held by the members of the Board of the Directors are listed in Annex A of this Reference Document.

Administrative, Management, Supervisory and General Management Bodies
14.1. Board of Directors 14
14.1.2. Biographies of the Directors
Thierry PILENKO is Chairman and Chief Executive Officer of
Technip, a world leader in engineering, technologies and project
management for the oil and gas industry.
Before joining Technip in 2007, he was Chairman and Chief
Executive Officer of Veritas DGC, a seismic services company
based in Houston. While at Veritas DGC he successfully managed
its merger with the Compagnie Générale de Géophysique.
Prior to this appointment, Thierry Pilenko held various management
and executive positions with Schlumberger where he
started in 1984 as a geologist. He held several international
positions in Europe, Africa, the Middle East and Asia before
becoming President of Schlumberger GeoQuest in Houston and
subsequently Managing Director of SchlumbergerSema in Paris
until 2004.
Thierry Pilenko holds degrees from France’s Nancy School of
Geology (1981) and the IFP School (1982). He serves on the
Board of Directors of Hercules Offshore and CGGVeritas.
Olivier APPERT has been Chairman of the Institut Français du
Pétrole (IFP) since April 2003. Since October 1, 1999, he has been
Director of Long-term Cooperation and Energy Policy Analysis at
the International Energy Agency. In 1998, he was appointed Vice
Chairman of ISIS, a holding company in which IFP was the majority
shareholder and which held shares in companies from the oil and
gas industry sectors. He had joined the corporate management of
IFP in 1994 where he took charge of research and development
activities. In 1989, he became director of hydrocarbons in the
Ministry for Industry, after having managed, in 1987, the strategy
for Télécommunications Radioélectriques et Téléphoniques (TRT).
After holding several posts in the French Ministry for Industry
and in the Prime Minister’s Cabinet, he held the post of Deputy
Director of the Cabinet of the minister for industry from 1984
to 1986. He began his career at the Mines de Lyon.
Former student of the French École Polytechnique, Olivier Appert
is a Civil Engineer.
Pascal COLOMBANI is Chairman of the Board of Directors of
Valeo and Associate Director and Senior Advisor for innovation,
high technology and energy at the A.T. Kearney strategic consultancy
firm; he is a member of the French Academy of Technology,
a director of Alstom, British Energy Group p.l.c. (EDF’s subsidiary),
Rhodia and Energy Solutions. In 2000, he was appointed
Managing Director of the French Atomic Energy Commission
(Commissariat à l’Énergie Atomique–CEA), a post that he held
until December 2002. He chaired the Supervisory Board from the
start of the restructuring of the industrial holdings of the CEA
and the creation of Areva in 2000 until May 2003. Between 1997
and 1999, he was the Director of Technology at the Ministry for
Research. Pascal Colombani spent close to 20 years (1978-1997)
at Schlumberger in various posts, in the US and in Europe, before
becoming Chairman and CEO of its Japanese subsidiary in Tokyo.
He began his career at CNRS.
Pascal Colombani is a graduate of the French École Normale
Supérieure in Saint-Cloud (1969) and Doctor of sciences (1974).
Germaine GIBARA chairs the Avvio Management Inc. Strategy
Advisory practice that she founded in 1992. She is a registered
financial analyst and also gives conferences on technology
management and marketing at McGill University and at the
Massachusetts Institute of Technology. She also sits on the Boards
of Directors of Agrium, Cogeco Cable and Sun Life Financial.
She previously sat on the Boards of Directors of Pechiney, the
Chamber of Commerce in Canada, Videotron, Ault Food and the
Economic Council of Canada.
From 1994 to 1995, Germaine Gibara was Vice Chairman in
charge of holdings in companies from the technological sector at
the Caisse des Dépôts et Placements in Quebec. She joined Alcan
Aluminium Ltd. in 1975 where she successively held the posts of
Director of Investor Relations (1975-1984), Director of Strategic
Studies (1985-1986), and Chairman of the Alcan Automobile
Structure (1986-1991). She began her career at Lombard Odier
managing private assets (1970-1975).
Germaine Gibara is a graduate of the American University of
Cairo (1966) and the University of Dalhousie, Halifax (1968) as
well as Harvard Business School (1984).
Gérard HAUSER was Chairman and Chief Executive Officer of
Nexans from June 2000 to June 2009. He remains member of the
Board of Nexans. He joined Alcatel in 1996 and became President
of its Cable and Component Sector. From 1975 till 1996, he
worked for the Pechiney Group, as Chairman and Chief Executive
Officer of Pechiney World Trade first and of Pechiney Rhénalu
later; he was later appointed Senior Executive Vice President of
American National Can and member of the Group Executive
Board. From 1965 till 1975, Gérard Hauser covered several senior
positions in the Philips Group.
Marwan LAHOUD has been Chief Strategy and Marketing
Officer of EADS since June 2007. He ran previously MBDA as
Chief Executive Officer from January 2003. When EADS was
founded in July 2000, he was appointed Senior Vice President
Mergers & Acquisitions. In May 1998, he joined Aerospatiale as
Vice President Development. In June 1999, he was appointed
Senior Vice President Strategy and Planning for Aerospatiale
Matra. At the end of 1995, he moved to a new position within
the French Ministry of Defence, serving as Advisor for Industrial
Affairs, Research and Weapons. He began his career at the French
Defence procurement agency DGA (Délégation générale pour
l’armement) in 1989 at the Landes test range, where he served
first as head of the computation centre.
Chief Weapons Engineer of the French Army and alumnus of prestigious
French engineering school École Polytechnique, Marwan
Lahoud is an engineering graduate of French aeronautics and
space institute (École Nationale Supérieure de l’Aéronautique et
de l’Espace).
Jean-Pierre LAMOURE has been Chairman of Solétanche Freyssinet
(formerly named Solétanche SA until December 31, 2008) since
1989 and of Solétanche Bachy Entreprise since 1997. He joined
the Solétanche Group in 1983 as a Development Manager. Within
the Solétanche Group, he was also Chairman of Forasol-Foramer
from 1988 to 1997. He has also been Chairman of the Supervisory
Board of the family-owned Atlantic Group since 1998. From 1981
to 1983, he worked at Saint-Gobain after holding various posts at
the French Ministry for Industry (1975-1981).
Former student of the École Polytechnique, Jean-Pierre Lamoure
is also a graduate of the École des Mines in Paris.
Daniel LEBÈGUE has been Chairman of the Study Center for
Corporate Social Responsibility since October 2008 and has
chaired the Institut Français des Administrateurs (“IFA”), a professional
association of directors of companies exercising their duties
in France since July 2003. From 1998 to 2002, he held the post
of Chief Executive Officer of the Caisse des Dépôts et Consignations.
He is also Chairman of the Institut du Développement Durable
et des Relations Internationales, Chairman of the French section
of Transparency International and Co-Chairman of Eurofi. In 1987,
he joined the Banque Nationale de Paris as Managing Director,
and then became Vice Chairman in 1996.
2009 Reference Document
079

Administrative, Management, Supervisory and General Management Bodies
14 14.1. Board of Directors
Daniel Lebègue held the post of Treasury Director from 1984 to
1987 after becoming Deputy Director to the Treasury Management
in 1983. In 1981, he was appointed Technical Advisor to the Prime
Minister’s Cabinet, in charge of economic and financial affairs.
He held various posts at the Treasury Department from 1976
to 1981 after being a Financial Attaché at the French Embassy
in Japan from 1974 to 1976. He began his career in 1969 at the
Ministry of Economy and Finances as a Civil Director for the
Treasury Department.
Daniel Lebègue is a graduate of the Institut d’Études Politiques in
Lyon and is also a former student of the French École Nationale
d’Administration.
John O’LEARY has, since January 2007, held the post of Chairman
and Chief Executive Officer of Strand Energy (Dubai), a company
involved in seeking out investment and development opportunities
in the oil and gas sector and also sits on the Supervisory
Boards of Huisman Itrec and Khan Shipping. From 2004 to 2006,
he was a partner in Pareto Offshore ASA, a Norwegian company
specialized in advising customers in the exploration/production
sector. In 1985, he joined the Forasol-Foramer group where he
successively held the posts of Development and Partnerships
Manager (1985-1989) and Vice Chairman for Marketing (1990-
1997). After the takeover in 1997 of Forasol-Foramer by Pride
International, a company specialized in onshore and offshore
drilling, he became the Chief Executive Officer of the new group
until 2004. He joined Total as a drilling engineer (1980-1985) after
beginning his career as a trader in the Irish National Petroleum
Corporation (1979-1980).
John O’Leary is a graduate of Trinity College in Dublin, the University
College in Cork as well as the Institut Français du Pétrole.
Joseph RINALDI is a partner in the international law firm of
Davis Polk & Wardwell. He advises on mergers and acquisitions
transactions, corporate governance and securities and corporate
law. Joseph Rinaldi is a frequent speaker and author on merger
and acquisition and corporate governance issues. From 2002 to
2007 he was the senior partner in the Paris office of Davis Polk
after joining Davis Polk in 1984 and becoming a partner in 1990.
Joseph Rinaldi graduated from the University of Sydney, Australia,
with first class honors in 1979, and in 1981 received his LL.B, with
first class honors, from the University of Sydney, where he was a
member of the editorial committee of the Sydney Law Review. He
received an LL.M from the University of Virginia School of Law in
1984. He is admitted to practice law in New York.
Bruno WEYMULLER held the position of Director for Strategy
and Risk Assessment at Total (2000-2008) and a member of the
Executive Committee. Bruno Weymuller held various management
posts within the Elf Aquitaine Group from 1981 to January 2000,
in particular, as Group Financial Director from 1994 to 2000. He
began his career at the Ministry for Industry from 1972 to 1978,
after which he joined the Prime Minister’s Cabinet from 1978 to
1981 as an Official Representative.
Bruno Weymuller is a former student of the École Polytechnique,
he is also a graduate of the École des Mines in Paris, and holds
a Master of Science from the Massachusetts Institute of
Technology.
Patrick PICARD is Secretary of the Board of Directors.
14.1.3. Company Shares Held
by the directors
Pursuant to the provisions of Article 14 of the Company’s
articles of association at the date of this Reference Document,
each director is required to hold at least 400 Company shares in
registered form.
At February 28, 2010, to the Company’s knowledge, each of the Board members held the following number of shares in registered form:
Number of Technip shares
Members of the Board of Directors
held at February 28, 2010
Thierry PILENKO 3,400
Olivier APPERT 662
Pascal COLOMBANI 400
Germaine GIBARA 400
Gérard HAUSER 900
Marwan LAHOUD 400
Jean-Pierre LAMOURE 2,004
Daniel LEBÈGUE 400
John O’LEARY 800
Joseph RINALDI 400
Bruno WEYMULLER 400
Total 10,166
080 2009 Reference Document

Administrative, Management, Supervisory and General Management Bodies
14.3. Committees of the Board of Directors 14
14.2. The Company’s Management
On January 15, 2007, the Board of Directors, upon the Nominations
and Remunerations Committee’s proposal, appointed Thierry
Pilenko as the Company’s Executive Vice President.
The Combined Shareholders’ Meeting of April 27, 2007 appointed
Thierry Pilenko to the Board of Directors for a four-year term
expiring after the Shareholders’ Meeting convened to approve the
financial statements for the year ending December 31, 2010.
At its meeting on April 27, 2007, the Board of Directors appointed
Thierry Pilenko as Chairman of the Board of Directors. At its
meeting on the same day and in accordance with Article 18
of the Company’s Articles of Association, the Board opted to
combine the offices of Chairman and Chief Executive Officer of
the Company, determining that this management organization is
best suited for the Company, and appointed Thierry Pilenko as
Chairman and Chief Executive Officer for the duration of his term
of office as a director.
At the date of this Reference Document, the Board of Directors
had not appointed any Executive Vice President.
■
■
■
■
no judgment for fraud has been rendered over the past five years
against a member of the Board of Directors or the Chairman
and Chief Executive Officer;
none of the members of the Board of Directors or the Chairman
and Chief Executive Officer has been, over the past five years,
the subject of a bankruptcy, sequestration or liquidation
procedure as a member of an administrative, management or
supervisory body or as a Chief Executive Officer;
no incrimination and/or official public sanction has been made
against any of the members of the Board of Directors of the
Company or the Chairman and Chief Executive Officer by any
regulatory authority (including appointed professional organizations)
over the past five years; and
none of the members of the Board of Directors or the Chairman
and Chief Executive Officer has agreed to any restrictions on the
disposal of their holdings in Technip’s shares, within a certain
period of time, which are more restrictive than those resulting
from the Board Members Charter described in Section 16.1.1. of
this Reference Document.
Declarations concerning the
administrative, management, supervisory
and corporate management bodies
To the Company’s knowledge:
■
there is no close family relationship between or among the
members of the Company’s Board of Directors;
14.3. Committees of the Board of Directors
In order to assist it in carrying out its duties, the Board of Directors
has established four specialized Committees: an Audit Committee,
a Nominations and Remunerations Committee and a Strategic
Committee, all three of which were created in 2003, and an Ethics
and Governance Committee created in 2008.
The existence of the Audit Committee and of the Nominations
and Remunerations Committee satisfies the recommendations
made in the AFEP-MEDEF Code. The Board also established two
specialized committees: the Strategic Committee and the Ethics
and Governance Committee in order to meet specific concerns as
permitted by the AFEP-MEDEF Code.
The role and the practices of these Committees are described in
Section 16.3 of this Reference Document.
14.3.1. The Audit Committee
At February 28, 2010, the Audit Committee’s members were as
follows:
Member Title Date of 1 st appointment
Daniel LEBÈGUE Chairman May 21, 2003
Gérard HAUSER Member April 30, 2009
John O’LEARY Member April 27, 2007
Bruno WEYMULLER Member April 30, 2009
The Committee’s internal charter provides that the Committee
must be comprised of at least three directors appointed by the
Board of Directors. In considering directors for membership to the
Audit Committee, the Board carefully reviews their independence
and ensures that at least one member has specific qualifications
in financial and accounting matters, as required by Article 14 of
the French regulation no. 2008-1278 of December 8, 2008.
2009 Reference Document
081

14
Administrative, Management, Supervisory and General Management Bodies
14.4. Conflits d’intérêts au niveau des organes d’administration, de direction et de surveillance
et de la direction générale
At February 28, 2010, all of the Audit Committee members had,
due to their education and professional experience, qualifications
in financial and accounting matters and three quarters of the
members were independent directors. The Committee is thus
comprised of more independent directors than (i) required by
Article 14 of the French regulation no. 2008-1278 of December 8,
2008, which provides that at least one member must be independent,
or (ii) recommended by the AFEP-MEDEF Code, which
recommends that at least two-thirds of its members must be
independent directors. The Audit Committee does not include as
a member the Chairman and Chief Executive Officer, sole executive
director.
As provided for by the AFEP-MEDEF Code, members of the Audit
Committee receive, from the date of their appointments, an
information relating to corporation’s specific accounting, financial
and operational features.
The Committee appoints its Chairman and its Secretary.
14.3.2. The Nominations and
Remunerations Committee
At February 28, 2010, the Nominations and Remunerations
Committee’s members were as follows:
Member Title Date of 1 st appointment
Bruno WEYMULLER Chairman May 21, 2003
Pascal COLOMBANI Member April 27, 2007
Germaine GIBARA Member April 27, 2007
Jean-Pierre LAMOURE Member May 21, 2003
The Committee’s internal charter provides that the Committee
must be comprised of at least three directors designated by the
Board of Directors, the majority of whom must be independent.
The Chairman and Chief Executive Officer, who is the only executive
director, is not a member of the Committee.
At February 28, 2010, the majority of the Nominations and
Remunerations Committee’s members were independent
directors, thus complying with the recommendations made in
the AFEP-MEDEF Code, according to which the majority of the
Committee’s members must be independent directors and none
of them can be an executive director.
The Committee appoints its Chairman and its Secretary.
14.3.3. The Strategic Committee
At February 28, 2010, the Strategic Committee’s members were
as follows:
Member Title Date of 1 st appointment
Germaine GIBARA Chairman April 27, 2007
Pascal COLOMBANI Vice President April 27, 2007
Olivier APPERT Member May 21, 2003
Gérard HAUSER Member April 30, 2009
Marwan LAHOUD Member April 30, 2009
The Committee’s internal charter provides that the Committee
must be comprised of at least three directors designated by the
Board of Directors.
At February 28, 2010, the majority of the Strategic Committee’s
members were independent directors.
The Committee appoints its Chairman and its Secretary.
14.3.4. The Ethics and Governance
Committee
At February 28, 2010, the Ethics and Governance Committee’s
members were as follows:
Member Title Date of 1 st appointment
Pascal COLOMBANI Chairman December 9, 2008
Olivier APPERT Member December 9, 2008
Joseph RINALDI Member April 30, 2009
The Committee’s internal charter provides that the latter must
be comprised of at least three directors appointed by the Board
of Directors.
At February 28, 2010, two-thirds of the Ethics and Governance
Committee’s members were independent directors.
The Committee appoints its Chairman and its Secretary.
14.4. Conflicts of Interest at the Level of Administrative,
Management, Supervisory and General Management Bodies
14.4.1. Absence of current or potential
conflicts of interests
To the Company’s knowledge, there are no current or potential
conflicts of interest between the duties owed to the issuer and
the private interests and/or other duties of the members of the
Company’s Board of Directors.
14.4.2. Shareholders’ agreements
None.
082 2009 Reference Document

15
Compensation
and Benefits
15.1. Compensation and other benefits granted to Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .83
15.1.1. Tables regarding compensation of executive directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .83
15.1.2. Directors’ fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .87
15.1.3. Compensation of the Chairman and Chief Executive Officer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .88
15.2. Compensation and Retirement Commitments of the Group’s principal
Executives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .88
15.2.1. Compensation of the Group’s principal executives. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .88
15.2.2. Retirement commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .88
15.1. Compensation and other benefits granted to Directors
15.1.1. Tables regarding compensation of executive directors
The following tables are a uniform presentation of the compensation of the executive director, the directors and the ten employees
(other than directors and officers (mandataires sociaux)) with the largest number of options during the 2009 financial year, as proposed
by the AMF Recommendation dated December 22, 2008, following the AFEP-MEDEF Code issued in December 2008.
The executive director's total amount of compensation, options and performance shares for the 2008 and
2009 financial years is as follows:
1. Summary table of the compensation, options and shares accruing to each executive director
In Euros 2008 financial year 2009 financial year
Thierry Pilenko, Chairman and Chief Executive Officer (a)
Compensation due in respect of the financial year 1,823,931 1,393,011
Valuation of the stock options awarded during the financial year (b) 955,758 679,638
Valuation of the performance shares awarded during the financial year 1,166,631 789,838
Total 3,946,320 2,862,487
(a) Thierry Pilenko was permanent representant of Technip on Technip France’s Board of Directors until November 6, 2008 and is Chairman of the Board of Directors of Technip
Italy S.p.A. Thierry Pilenko does nor did receive any compensation for these offices.
(b) Theoretical valuation according to binomial model (Cox Ross Rubinstein model) used for the Consolidated Financial Statements. The actual valuation is equal to zero
if the share price is less than or equal to €58,15 and €34,70 for the shares granted in 2008 and 2009, respectively.
2009 Reference Document
083

Compensation and Benefits
15 15.1. Compensation and other benefits granted to Directors
The total amount of compensation that fell due and was paid, as well as all other benefits granted
to the executive director, over the 2008 and 2009 financial years is as follows:
2. Summary table of the compensation of Thierry Pilenko
2008 financial year 2009 financial year
Thierry Pilenko, Chairman and Chief Executive Officer
Due (1) Paid (2) Due (1) Paid (2)
Fixed compensation (a) 756,000 711,000 756,000 756,000
Variable compensation (b) 1,060,920 631,100 630,000 1,060,920
Extraordinary compensation - - - -
Directors’ fees (c) - - - -
Fringe benefits (car) (d) 7,011 7,011 7,011 7,011
Total 1,823,931 1,349,111 1,393,011 1,823,931
(1) Amount corresponding to the fixed and total compensation and fringe benefits as estimated at 01/01/N to be paid during year N and to the variable compensation
as estimated at 01/01/N.
(2) Amounts paid during year N, i.e. fixed compensation and variable compensation for year N-1.
(a) Composed of the annual base compensation (before tax) on 12 months, and a fixed amount for travelling equal to 20% of the annual base compensation.
(b) Variable compensation corresponds to the amount (before tax) due for 2008 and to be paid in 2009. For 2009, the amount (before tax) due for 2009 corresponds
to the target if 100% achieved (cf. details on variable compensation in Section 15.1.3 of this Reference Document).
(c) Thierry Pilenko does not receive any directors’ fees for the position he holds in the Group’s companies or as a Company director.
(d) Company car.
The individual amounts of directors’ fees for the 2008 financial year, which were paid in January 2009,
and for the 2009 financial year, which were paid in January 2010 to each of the Board members were
as follows:
3. Directors’ fees table
Directors’ fees
paid for the 2008
fiscal year
Directors’ fees
paid for the 2009
fiscal year
Board members (1)
Olivier Appert €23,800 €36,100
Pascal Colombani €29,800 €44,500
Jacques Deyirmendjian €36,300 €15,250
Germaine Gibara €49,800 (2) €53,500 (2)
Gérard Hauser N/A €27,350
Marwan Lahoud N/A €21,650
Jean-Pierre Lamoure €27,900 €32,900
Daniel Lebègue €38,700 €45,300
Roger Milgrim €50,900 (2) €17,450 (2)
John O’Leary €50,900 (2) €50,800 (2)
Joseph Rinaldi N/A €29,850 (2)
Rolf E. Rolfsen €34,900 (2) €14,250 (2)
Bruno Weymuller €31,600 €47,400
Thierry Pilenko €0 €0
Total €374,600 €436,300
(1) It is necessary to include in this column all members of the Board of Directors, even where the said information is already included in the tables concerning the individual
compensation of executive directors.
(2) Before the 25% withholding applicable to directors’ fees paid to Board members residing outside of France.
Directors (other than the Chairman and Chief Executive Officer) do not receive any other compensation from the Company or other
companies of the Group.
084 2009 Reference Document

Compensation and Benefits
15.1. Compensation and other benefits granted to Directors 15
The total amount of share purchase or share subscription options granted over the 2009 financial year
to the executive director by the Company or by any Group company is as follows:
4. Share purchase or share subscription options granted during the financial year to the executive director
by Technip (a)
Name of the
executive director
Number
and date
of the plan
Nature of
the options
(purchase or
subscription)
Valuation of the options
according to the method
used for the Consolidated
Financial Statements (b)
Number of
options awarded
during the
financial year
Exercise
price
Exercise
period
Thierry Pilenko 06/15/2009 subscription €679,638 109,000 €34.70 06/15/2013
to
06/15/2015
(a) The number of shares resulting from the exercise of share purchase or share subscription options granted by the Board of Directors on June 15, 2009 will be subject
to the achievement by Technip of a performance measured by the progression over the 2009-2012 period of the Group’s Consolidated Operating Income in relation
to a representative sample of Group’s competitors. No shares can be exercised if the progression of the Group’s Operating Income is less than that of each
of the companies included in the sample.
(b) The valuation assumptions regarding these options are described in Note 20-(h) of the Group’s Consolidated Financial Statements (see Section 20.1 of this Reference
Document).
Share purchase or share subscription options exercised over the 2009 financial year by the executive
director
Thierry Pilenko, the Company’s only executive director did not exercise any share purchase or share subscription options in the 2009
financial year.
5. Stock options exercised during the financial year by the executive director
Options exercised by the executive director
Number and date
of the plan
Number of options
exercised during
the financial year
Exercise
price Award year
N/A N/A 0 N/A N/A
Thierry Pilenko, the Company’s only executive director, in duty and the beneficiary of share purchase or share subscription options does
not engage in any risk hedging transactions.
The total amount of performance shares granted by the Company to the executive director over the 2009
financial year is as follows:
6. Performance shares granted during the financial year to the executive director
Name of the
executive director
Number
and date
of the plan
Number of
performance
shares granted
Valuation of shares
according to the method
used for the Consolidated
Financial Statements (a)
Acquisition
date
Availability
date
Performance
conditions
Thierry Pilenko 06/15/2009 32,000 €789,838 06/15/2012 06/15/2014 Same
conditions
as for stock
options*
(a) The valuation assumptions regarding these shares are described in Note 20-(i) of the Group’s Consolidated Financial Statements (see Section 20.1 of this Reference
Document).
* See note (a) in the table 4 hereabove.
2009 Reference Document
085

Compensation and Benefits
15 15.1. Compensation and other benefits granted to Directors
The total amount of performance shares acquired by the executive director during the 2009 financial
year is as follows:
7. Performance shares acquired by the executive director
Performance shares acquired by the executive
director over the 2009 financial year
Number of
performance
shares Price Grant date
Acquisition
date, subject to
compliance with the
conditions set by the
Board of Directors
Plan
number
Performance shares acquired during the year
by the executive director N/A N/A N/A N/A N/A
Thierry Pilenko, the Company’s only executive director, in duty and the beneficiary of performance shares does not engage in any risk
hedging transactions.
8. History of share subscription and share purchase options and information on share subscription
and share purchase options
2005 Plan
(3 rd tranche)
Subscription
options
1 st additional grant
to tranches 1, 2
and 3 of the 2005
Plan
Subscription
options
2 nd additional
grant to
tranches 1, 2 and
3 of the 2005
Plan
Subscription
options
2008 Plan
1 st tranche
Purchase
options
2009 Plan
Subscription
options
Date of Shareholders’ Meeting April 29, 2005 April 29, 2005 April 29, 2005 May 6, 2008 April 30, 2009
Date of Board of Directors’ meeting March 12, 2007 December 12, 2007 June 12, 2008 July 1, 2008 June 15, 2009
Number of options granted 965,214 (1) 85,000 (1) 106,858 (1) 953,100 (2) 1,093,175 (3)
Total number of shares available
for subscription/purchase
at December 31, 2009 928,346 80,310 103,858 937,060 1,091,075
Number of shares that may
be subscribed/purchased
at December 31, 2009 by:
■ the Chairman and Chief Executive
Officer, corporate officer* 255,655 0 0 80,000 109,000 (4)
Option exercise start date March 13, 2011 December 13, 2011 June 13, 2012 July 2, 2012 June 15, 2013
Expiry date** March 12, 2013 December 12, 2013 June 12, 2014 July 1, 2014 June 15, 2015
Subscription/purchase price
per option €49.1705 €55.6727 €59.96 €58.15 €34.70
Options cancelled
at December 31, 2009 60,458 5,019 3,000 16,040 2,100
Number of shares subscribed/
purchased at February 28, 2010 2,054 0 0 0 0
* The other mandataires sociaux are not beneficiaries of Plans.
** All the plans are subject to certain restrictions limiting the exercise of options in the event the employee or the manager ceases to work for the Company.
(1) With respect to options granted under tranches 1, 2 and 3 and the two additional grants to the tranches of the 2005 Plan, the exercise of options is subject to the
achievement by Technip of a satisfactory performance for its shareholders. This performance will be measured by the change in the Company’s fully diluted net profits per
share compared with the average of that of a representative sample of the Group’s competitors. Thus, the number of options that may be exercised is subject to the level of
achievement of the aforementioned performance recorded at the option exercise start date.
With respect to 1 st tranche of Plan 2005, the performance calculation over the period 2005-2008 amounted to 97.75% of the options.
(2) The number of purchase options granted by the Board of Directors on July 1, 2008 is subject to a satisfactory performance over the period 2008-2011. This performance will
be measured by the progression of the Group’s Consolidated Income in relation to a representative sample of the Group’s competitors. 50% of the granted shares are subject
to the level of achievement of the aforementioned performance recorded at the option exercise start date.
(3) The number of subscription options granted by the Board of Directors on June 15, 2009 is subject to a satisfactory performance over the period 2009-2012. This performance
will be measured by the progression of the Group’s Consolidated Income in relation to a representative sample of the Group’s competitors. 50% of the granted shares are
subject to the level of achievement of the aforementioned performance recorded at the option exercise start date.
(4) The number of subscription options granted by the Board of Directors on June 15, 2009 is subject to a satisfactory performance over the period 2009-2012. This performance
will be measured by the progression of the Group’s Consolidated Income in relation to a representative sample of the Group’s competitors. No options can be exercised by
the Chairman and Chief Executive Officer if the progression of the Group’s Operating Income is less than that of each of the companies included in the sample.
086 2009 Reference Document

Compensation and Benefits
15.1. Compensation and other benefits granted to Directors 15
Share purchase or share subscription options granted to and exercised by the ten employees (other than
directors and officers (mandataires sociaux)) with the largest number of options during the 2009 fiscal year:
9. Share purchase or share subscription options granted to and exercised by the 10 employees
(other than directors and officers) with the largest number of options
Share purchase or share subscription options granted to and
exercised by the 10 employees (other than directors and officers)
with the largest number of options
Options granted during the year by the issuer or by any company
included in the grant perimeter to the 10 employees of the issuer
or any company included in the grant perimeter, in receipt
of the largest number of options (aggregate information)
Options held on the issuer and the aforementioned companies
exercised during the year by the 10 employees of the issuer
or another Group company having bought or subscribed
to the highest number of options (aggregate information)
Total number of granted
shares/ of shares
subscribed or bought
*/**
Weighted
average price
*/** Plan Number
148,000 €34.70 2009 Plan
24,080 €43.4115 ■ December 15,
1999 Plan
■ CSO 11 Plan
■ 2002 Plan (balance
of Tranche B)
■ 2005 Plan
(Tranche 2)
* The number of shares obtained of the share purchase options granted by the Board of Directors of June 15, 2009 is dependent on Technip’s achieving a performance
measured by the Group Consolidated Income in relation to the average of that of a representative sample of the Group’s competitors over the 2009-2012 period.
One-half of the options that can be exercised is subject to the level of achievement of the performance condition discussed above recorded at the option exercise start date.
** The Combined Shareholders’ Meeting of May 6, 2008 decided to distribute a dividend for 2008 taken in part from the Company’s available reserves. The Board of Directors’
meeting of May 14, 2008 made adjustments in accordance with applicable regulations. Consequently, the exercise prices and the number of options were adjusted so as to
maintain a constant total exercise price for beneficiaries. These adjustments were made in accordance with methods provided for by regulations and resulted in a decrease
in the exercise price and an increase in the number of options.
Other information regarding the executive director is detailed in the following table:
10. Other information regarding the executive director
Compensations or benefits due
or potentially due in case of suspension
or change in the functions
Compensations
relating to a noncompete
agreement
Employment Supplementary
contract retirement plan
Thierry Pilenko No Yes (a) No Yes (b)
(a) See Section 15.1.3. of this Reference Document.
(b) See Section 15.1.3. of this Reference Document.
15.1.2. Directors’ fees
The amount of directors’ fees allocated to members of the Board
of Directors for the 2009 financial year was set at €440,000
by the Combined Shareholders’ Meeting of April 30, 2009. The
amount actually paid amounted to €436,300. In accordance with
the recommendations in the AFEP-MEDEF Code, directors’ fees
should include a variable portion to be paid depending on the rate
of attendance at Board and Committees meetings.
The individual amounts of directors’ fees for the 2008 and 2009
financial years which where paid to each of the Board members are
detailed in table 3 of Section 15.1.1 of this Reference Document.
The Board meeting of December 16, 2009 finalized the distribution
of directors’ fees for 2009 as follows:
■
€ 205,000 divided equally among Board members (with the
exception of the Chairman and Chief Executive Officer who
does not receive directors’ fees), i.e., €20,500 per director,
adjusted, if needed, on a prorata basis;
■
■
an additional amount of €40,000 divided equally among
directors residing outside of France, i.e. €12,000, adjusted, if
needed, on a prorata basis;
an additional amount for 2009 divided among directors (other
than the Chairman and Chief Executive Officer), depending on
the attendance rate of the Board members since January 1, 2009,
as follows:
- € 1,200 per Board meeting,
- € 1,000 per meeting of the Strategic Committee, the
Nominations and Remunerations Committee and the Ethics
and Governance Committee and €1,800 for each of the
Chairmen of these Committees,
- € 1,500 per meeting of the Audit Committee and €2,800 for
its Chairman.
The amount of directors’ fees that will be proposed by the Board
of Directors to the Shareholders’ Meeting of April 29, 2010 for
the 2010 financial year is €600,000. The allocation of the same
amount for each of the 2011 and 2012 fiscal years will be
proposed to the Shareholders’ Meeting.
2009 Reference Document
087

Compensation and Benefits
15 15.2. Compensation and Retirement Commitments of the Group’s principal Executives
15.1.3. Compensation of the Chairman
and Chief Executive Officer
The compensation of the Company’s Chairman and Chief Executive
Officer compensation is determined by the Board of Directors, upon
the proposal of the Nominations and Remunerations Committee.
The total amount of compensation paid in 2009 by the Company
to Thierry Pilenko amounted to €1,823,931 (see Section 15.1.1,
table 2, for further details).
The variable portion of compensation is based on the fixed
compensation for the previous year. For 2009 the target variable
portion is equal to 100% of the annual base compensation.
50% of the target variable portion is linked to the financial
performance of the Group based on 2009 operating income,
25% is linked to the achievement of individual objectives and
25% to the implementation of Group values and participation in
the implementation of measures regarding Technip’s economic
environment. The share of the variable portion linked to Group
financial performance is (i) nil if real performance is below 75% of
the budgeted amount (performance floor), (ii) between 50% and
100% for a performance equal to 75% to 100% of the budgeted
amount and (iii) between 100% and 200% for a performance equal
to 100% to 115% of the budgeted amount (outperformance). If
achieved financial results are superior to the budgeted objective,
a multiplier rate is calculated, up to a maximum of 2. The multiplier
is calculated based on the financial portion of the objectives,
representing 50% of the variable portion criteria. It is then applied
to the other variable portion criteria in order to calculate the final
variable portion, which is capped at 200% of the target variable
portion. The variable portion to be paid to Thierry Pilenko in 2010
for the 2009 financial year is €1,140,300.
Thierry Pilenko does not receive any directors’ fees for the positions
he holds in the Group’s companies or as a Company director.
There is no specific retirement plan for the Chairman and Chief
Executive Officer. The Chairman and Chief Executive Officer is
a beneficiary of the supplementary retirement plan for Group
executives, with fixed contributions of 8% of gross annual
compensation paid up to income bracket 3, i.e., eight times the
annual French Social Security limit. The contribution for 2009
amounted to €21 597.
The Chairman and Chief Executive Officer also benefits from the
Company’s existing supplementary retirement plan for Executive
Committee members: a retirement income guarantee of 1.8% per
year of service, up to a limit of 15 years, on income bracket 4 of
gross annual compensation paid, i.e., exceeding eight times the
French Social Security limit. The amount of gross compensation
to which this retirement income guarantee applies corresponds
to the average of the gross base compensation (including variable
compensation within the limit of the target variable portion of
100%), received over the five complete financial years prior to
the date of departure from the Company. The retirement income
guarantee will only be due in the following events: a departure
from the Company after his 60 th birthday; a departure from
the Company as a result of a 2 nd or 3 rd category disability (as
defined under French law); a departure from the Company after
his 55 th birthday provided that such departure is not the result of
gross misconduct or negligence on his part and that no salaried
activity is resumed between leaving the Company and receiving a
pension under the general French Social Security scheme.
109,000 stock options and 32,000 performance shares were
granted to Thierry Pilenko over the 2009 financial year (see
Section 15.1.1, tables 4 and 6, for further details). Thierry Pilenko
did not exercise any Technip share subscription or share purchase
options during the 2009 financial year. Thierry Pilenko is not a
beneficiary of any share subscription warrants from the Company
or any other Group company.
At the time of his appointment, Thierry Pilenko signed a worldwide
non-compete agreement. In order to take into account the
AFEP-MEDEF recommendations of October 6, 2008, the Board
of Directors, in its meeting of February 18, 2009, decided to
limit the indemnity amounting to a compensation of 24 months
calculated from the fixed compensation plus the target variable
portion of the last 12 months, corresponding to a non-compete
provision of two years.
At the same meeting, the Board decided there will be no severance
indemnity for the executive director in the event his mandate is
revoked or is not renewed by the Company.
15.2. Compensation and Retirement Commitments
of the Group’s principal Executives
15.2.1. Compensation of the Group’s
principal executives
The total amount of all direct and indirect compensation paid
in 2009 by the Group’s French and foreign companies to all of
the Group’s principal executives (i.e., the nine members of the
Executive Committee) amounted to €4,141,863. The variable
portion represented 33.1% of the overall amount.
The charges relating to share purchase and share subscription
options, as well as performance shares, granted to the Company’s
executive officers, and accounted for in 2009, amounted to
€4.2 million.
15.2.2. Retirement commitments
Payment made in 2009 by Group companies under supplementary
retirement plans applicable to the hereabovementioned
principal executives discussed above amounted to €0.4 million,
including €0.3 million under the retirement income guarantee
plan for Executive Committee members.
The amount for retirement commitments for Executive
Committee members amounted to €1.9 million at December 31,
2009. The amount provisioned for these commitments was nil at
December 31, 2009 because contributions had been paid.
088 2009 Reference Document

16
Operation of
Administrative and
Management Bodies
16.1. Description of the Role and Practices of the Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .89
16.1.1. Role and Practices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .89
16.1.2. The Board of Directors’ work in 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .90
16.2. Company’s Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .91
16.2.1. The Chairman and Chief Executive Officer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .91
16.2.2. The Executive Committee (EXCOM) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .91
16.3. Role and Practices of the Committees of the Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .92
16.3.1. Audit Committee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .92
16.3.2. The Nominations and Remunerations Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .93
16.3.3. The Strategic Committee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .94
16.3.4. The Ethics and Governance Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .95
16.4. Corporate Governance: Evaluation of the Boardof Directors
and of the Board’s Committees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .96
16.5. Contracts between the Board Members and the Company
or one of the Group’s company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .96
Absence of service agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .96
16.1. Description of the Role and Practices of the Board of Directors
16.1.1. Role and Practices
The Board of Directors’ practices are governed by an internal
charter that was adopted on May 21, 2003 by the Board of
Directors. This charter is periodically updated (it was last updated
on February 18, 2009). The four specialized Committees also have
their own charters describing their particular duties, responsibilities
and practices.
A Directors’ Charter, which was adopted on May 21, 2003 (and
distributed to each director at the start of his or her term of
office, along with the Board’s internal charter) and updated on
December 9, 2008, outlines the rights and responsibilities of the
Company’s directors. Each director must undertake to exercise his
or her independent analysis, judgment and action, and to actively
participate in the Board’s work. Each director must inform the
Board of any conflicts of interest and must clearly express, where
applicable, his or her opposition to any matter under consideration
by the Board.
In addition, the Charter stipulates that the directors are subject to
the Group’s Rules of Good Conduct relating to the communication
and use of privileged information and that they are required to
refrain from trading in any of the Company’s securities whenever
such directors are in possession of material, non-public information,
as well as during the period beginning three weeks prior to
the public announcement of consolidated annual and half-year
results and two weeks prior to the public announcement of the
consolidated results for the first and third quarters and ending at
the close of the second trading day on Euronext Paris following
such public announcement, or later in the event the Company
communicates at a later date.
Each director is required to notify the Company and the AMF of
any transactions in the Company’s securities, which are carried
out either directly or indirectly and either on his or her behalf or
on behalf of a third party.
In accordance with the recommendations of the AFEP-MEDEF
Code, the Directors’ Charter provides that each director will be
provided with training sessions on the Company’s specificities,
its activities and its business sectors, to the extent he or she
considers it necessary.
Excerpt from the Board of Directors’ internal charter, as updated
by the Board of Directors on February 18, 2009:
The Board determines the direction of the Company’s activities
and oversees its implementation. Subject to the powers expressly
assigned to the shareholders’ meetings, and within the scope of
the corporate purpose, it shall take up any and all issues affecting
2009 Reference Document
089

Operation of Administrative and Management Bodies
16 16.1. Description of the Role and Practices of the Board of Directors
the Company’s proper operation and shall decide in its meetings
any issues concerning it.
The non-exhaustive list of its duties is as follows:
■
■
■
■
■
■
■
■
■
■
appoint the Chairman, the Chief Executive Offi cer and the
executive vice presidents (directeurs généraux délégués);
define Technip’s strategy with the assistance of the Strategic
Committee;
discuss, with the assistance of the Strategic Committee, major
transactions considered by the Group, determine the conditions
subject to which such transactions will be undertaken and
provide its prior approval to significant transactions that depart
from the strategy announced by the Company;
remain informed of all important events concerning Technip’s
business, in particular, investments and divestitures in an amount
of over 3% of shareholders’ equity;
remain regularly informed of the financial position, the treasury
position and the Company’s commitments;
proceed with checks and verifications that are deemed appropriate
and ensure, in particular:
- with the assistance of the Audit Committee, that internal
control entities are functioning properly and that the
Statutory Auditors are carrying out their work in a satisfactory
manner,
- that the specialized committees it has created are functioning
properly;
monitor the quality of disclosure provided to shareholders
and to the financial markets through the financial statements
that it examines and the annual report or in case of major
transactions;
convene and set the agenda for shareholders’ meetings;
establish, on an annual basis, upon Nominations and
Remunerations Committee’s proposal the list of directors considered
“independent” pursuant to corporate governance criteria,
taking into consideration the standards and recommendations
applicable in France, as well as, where applicable, in the markets
where the Company’s securities are traded; and
authorize regulated agreements and security interests, guarantees
and warranties given by the Company.
The Board of Directors meets at least four times per year, or more
frequently as may be required by the circumstances.
Directors may attend the Board of Directors’ meetings physically,
or be represented by proxy or, in all cases legally authorized,
participate by videoconference or other telecommunications
means that meets the technical qualifications provided for by
applicable regulations.
The Board of Directors may establish specialized committees and
determine their composition and responsibilities. Committees that
are established will exercise their activities under the responsibility
of the Board of Directors.
The Board of Directors determines the terms of payment of
directors’ fees (jetons de présence) and may allocate additional
directors’ fees to directors who are members of Board committees,
subject to the total amount approved by the shareholders’
meeting.
The Board of Directors formally evaluates, at intervals of no more
than three years, its operating policies. In addition, it holds an
annual discussion on its operations.
16.1.2. The Board of Directors’ work
in 2009
The Board of Directors met nine times during the 2009 financial
year. The attendance rate for all directors was 92%. With the
exception of the Board meeting held on October 24 and 25, 2009
in a two-day Strategic Seminar, the average duration of the Board
of Directors’ meetings was approximately four hours.
Members of the Board
of Directors
Attendance rate to the meetings
of the Board of Directors in 2009*
Thierry PILENKO 100%
Olivier APPERT 89%
Pascal COLOMBANI 89%
Jacques DEYIRMENDJIAN** 100%
Germaine GIBARA 89%
Gérard HAUSER*** 100%
Marwan LAHOUD*** 83%
Jean-Pierre LAMOURE 78%
Daniel LEBÈGUE 100%
Roger MILGRIM** 100%
John C.G. O’LEARY 100%
Joseph RINALDI*** 100%
Rolf-Erik ROLFSEN** 67%
Bruno WEYMULLER 89%
* The attendance rate is calculated on a prorata basis taking into account the
meetings when the directors were in office.
** In office until the General Meeting held on April 30, 2009.
*** In office since the General Meeting held on April 30, 2009.
In accordance with the recommendations made in the AFEP-
MEDEF Code, the Board of Directors’ internal charter provides
that directors who are external to the Company (neither executive
directors nor employees) meet periodically, to the extent they
consider it necessary, without the only one “in-house” director
of the Company, i.e. Thierry Pilenko. External directors thus meet
at least once a year in order to evaluate notably the performance
of the Chairman and Chief Executive Officer.
Directors receive all of the information that may be useful to the
exercise of their duties, depending on the agenda, prior to each
Board meeting. For these purposes, the Company complies with
the rule it established, according to which documents that will
be examined in a Board meeting are provided the week before
the meeting.
Minutes of each Board meeting are among the documents sent to
directors prior to the subsequent Board meeting, and are approved
at the beginning of such meeting.
After examining the reports of the Audit Committee, the Strategic
Committee, the Nominations and Remunerations Committee and
the Ethics and Governance Committee regarding the issues within
the scope of their missions, the matters on which the Board of
Directors worked in 2009 included, in particular, the following:
■
Financial and accounting matters:
- review of the annual accounts and Consolidated Financial
Statements for the 2008 financial year, the half-year
Consolidated Financial Statements and quarterly information
for 2009, upon the Audit Committee’s recommendation and
the Statutory Auditors’ observations;
090 2009 Reference Document

Operation of Administrative and Management Bodies
16.2. Company’s Management 16
■
■
- review of the press release on the financial results for the
period examined;
- approval procedure for the engagements carried out by the
Statutory Auditors;
- review of the half-year financial report and interim financial
information;
- assessment of the provisional management accounts.
Preparation of the Annual Shareholders’ Meeting:
- Notice of the meeting, agenda and draft resolutions;
- Reference Document including the Board report.
Decisions, in particular, regarding:
- the list of independent directors;
- the distribution of directors’ fees;
- the implementation of the AFEP-MEDEF Code;
■
- the update of the internal charters of the Audit Committee, the
Strategic Committee and the Nominations and Remunerations
Committee;
- the 2010 budget;
- the approval of a share subscription plan and the grant of the
first tranche of this plan; the approval of a performance share
plan and the grant of two tranches of this plan; the grant of a
third tranche of the 2008 performance share Plan;
- finalization of the share capital increase resulting from
exercises of share subscription options.
Review, in particular, of:
- the Group’s strategic policy over a two-day seminar;
- information on the Group’s activities;
- treasury forecasts;
- the remuneration of the Chairman of the Board and the Chief
Executive Officer and of his objectives for 2009.
16.2. Company’s Management
16.2.1. The Chairman and Chief
Executive Officer
The Board of Directors gave to the Chairman and Chief Executive
Officer the most extensive powers to act in all circumstances in
the Company’s name, with the possibility of delegating these
powers in specific areas. The Chairman and Chief Executive
Officer exercises his powers subject to the corporate purpose,
the provisions of the internal charter of the Board of Directors
and the powers expressly assigned by law to the shareholders’
meetings and the Board of Directors.
He represents the Company in its relations with third parties.
16.2.2. The Executive Committee (EXCOM)
The Executive Committee assists the Chairman and Chief Executive Officer in his management duties.
At February 28, 2010, the members of the Executive Committee were as follows:
Member Title Date of appointment to the EXCOM
Thierry PILENKO Chairman and CEO 01/15/2007
Bernard DI TULLIO Chief Operating Officer (COO) 10/03/2005
John HARRISON General Counsel 12/03/2007
Dominique DE SORAS President, Subsea Division 01/01/2008
Nello UCCELLETTI Senior Vice President, Region B 01/01/2008
Julian WALDRON Chief Financial Officer (CFO) 10/28/2008
Thierry PARMENTIER Group Human Resources Director 06/22/2009
The Executive Committee prepares decisions for submission to
Technip’s Board of Directors, concerning, in particular, the approval
of the financial statements, the determination of objectives and
budgets, strategic orientations and the acquisitions or divestitures
of assets and companies. It reviews the progress of major contracts
and important investment decisions and also examines plans and
recommendations relating to internal auditing, IT and telecommunications,
human resources and asset management issues.
It met 33 times in 2009.
2009 Reference Document
091

Operation of Administrative and Management Bodies
16 16.3. Role and Practices of the Committees of the Board of Directors
16.3. Role and Practices of the Committees
of the Board of Directors
16.3.1. Audit Committee
The Board of Directors adopted the Audit Committee’s internal
charter on December 17, 2003 and updated it on February 18,
2009.
Purpose
The Audit Committee’s duty, in accordance to the law, is to enable
the Board of Directors to ensure the quality of internal controls
and the integrity of the disclosure made to the Company’s
shareholders and to the financial markets.
The Audit Committee ensures the follow-up of issues regarding the
preparation and control of accounting and financial information
and, to this end, is mainly responsible for:
■
■
■
■
■
■
■
monitoring the preparation process of financial information;
monitoring the effectiveness of internal control and risk management
systems, in particular:
- evaluating internal control procedures as well as any measures
adopted to correct significant problems encountered,
- reviewing the scope of work of internal and external auditors,
- evaluating the relevance of risk analysis procedures;
monitoring the Statutory Auditors’ legal verifi cation of the
annual accounts and the Consolidated Financial Statements,
especially:
- analyzing the assumptions used in the closing of the accounts
and reviewing the Company’s financial statements and the
consolidated annual and interim financial statements or information
prior to the Board of Directors’ review by remaining
informed of the Company’s financial situation, liquidity and
commitments,
- evaluating the relevance of the adopted accounting principles
and methods in conjunction with the Statutory Auditors,
- at some time between the end of the financial year and the
date on which the Audit Committee reviews a draft of the
financial statements, discussing the relevance of the adopted
accounting principles and methods, the effectiveness of
accounting control procedures and any other relevant matters
with Technip’s Chairman and Chief Financial Officer;
recommending the appointment and compensation of the
Statutory Auditors to the shareholders’ meeting;
ensuring the independence of the Statutory Auditors, in particular,
by:
- recommending procedures to be followed when engaging
the Statutory Auditors for purposes other than the auditing
of the financial statements in order to guarantee the independence
of the auditing provided by the Statutory Auditors,
in accordance with rules, regulations and recommendations
applicable to Technip, and ensuring that such procedures are
appropriately followed,
- authorizing all engagements of the Statutory Auditors for
purposes other than in connection with the auditing of the
financial statements;
reviewing the conditions applicable to the use of derivative
products;
remaining informed of significant legal proceedings;
■
■
examining the procedures required to be implemented regarding
the receipt, retention and treatment of complaints regarding
accounting, internal accounting controls or auditing matters,
as well as documents sent anonymously and confidentially by
employees raising concerns regarding questionable accounting
or auditing matters; and
generally advising and providing all appropriate recommendations
on the above issues.
Operating procedures
The Audit Committee may interview the Company’s Chairman and
Chief Executive Officer and any operational or functional business
heads in order to carry out its duties. In particular, the Committee
may interview persons involved in the preparation or control of
the accounts (Chief Financial Officer and main managers of the
Financial Division, the Audit Director, General Counsel).
The Audit Committee also interviews the Statutory Auditors, and
may do so outside the presence of Company representatives.
Directors who are not members of the Committee can freely
attend the Committee’s meetings. This participation does not
entitle them to receive directors’ fees in this respect.
Work report
The Audit Committee’s Chairman presents a written report regarding
the Committee’s work to the Board of Directors providing
the Board with full information.
If, over the course of exercising its duties, the Committee detects a
significant risk that appears as though it has not been adequately
addressed, the Committee’s Chairman must immediately report
it to the Chairman and Chief Executive Officer.
The Committee presents an annual evaluation of its operating
policies, in accordance with the requirements of its internal
charter, and proposes improvements to its practices.
The Committee’s internal charter requires it to meet at least four
times per year, in particular, to examine the annual Consolidated
Financial Statements and quarterly financial information.
The Committee met five times during the 2009 financial year with
an attendance rate of 100%.
The Audit Committee’s work in 2009 mainly focused on the
following points:
■
■
■
■
■
■
■
review of the annual financial statements for 2008 and the
financial information for the fourth quarter of 2008;
specific contracts follow up;
review of financial information for the first quarter of 2009;
review of financial information for the first quarter of 2009
and of the Consolidated Financial Statements for the first half
of 2009;
Statutory Auditors’ fees;
the 2009 audit budget;
review of financial information for the third quarter of 2009.
092 2009 Reference Document

Operation of Administrative and Management Bodies
16.3. Role and Practices of the Committees of the Board of Directors 16
Compensation
With the exception of reimbursement for expenses, Audit
Committee members may not receive any compensation from the
Company or its subsidiaries, other than (i) directors’ fees (jetons
de présence) for their services as a director and as a member of
the Audit Committee, where applicable, (ii) compensation and
pension income for work previously performed for the Company,
but not dependent on future activity.
Directors’ fees paid in 2009 and 2008 are discussed in Sections
15.1.1 (table 3) and 15.1.2 of this Reference Document.
16.3.2. The Nominations and
Remunerations Committee
The Board of Directors adopted the Nominations and
Remunerations Committee’s internal charter on May 21, 2003
and updated it on February 18, 2009.
Purpose
In accordance with the provisions of the AFEP-MEDEF Code,
the Nominations and Remunerations Committee carries out
preparatory work regarding appointments of new Board members
and corporate officers, the compensation policy and the policy
for granting share subscription or share purchase options and
performance shares of executive directors and of main directors
and officers.
The Committee is mainly responsible for the following:
■
■
making recommendations to the Board of Directors for the
appointment of directors, the Chairman, the Chief Executive
Officer and executive vice presidents (directeurs généraux
délégués), where applicable; and
examining executive compensation policies implemented in the
Group and the compensation of senior management, proposing
the compensation of the Chairman, the Chief Executive Officer
and executive vice presidents, where applicable, and preparing
any reports required of the Company on the foregoing.
Its main duties include the following:
a) with respect to appointments
1. presenting recommendations to the Board of Directors
regarding the composition of the Board of Directors and its
Committees;
2. proposing to the Board of Directors, on an annual basis, a list
of directors qualified as “independent directors” pursuant to
applicable recommendations in France and on the regulated
markets where the Company’s securities are traded;
3. designing a plan for replacement and assisting the Board of
Directors in the choice and evaluation of the Chairman, the
Chief Executive Officer and executive vice presidents, where
applicable;
4. preparing a list of persons whose appointment as directors
could be recommended;
5. preparing a list of directors whose appointment as a
member of a Committee of the Board of Directors could be
recommended;
6. preparing and presenting the annual report on the
Committee’s work.
b) with respect to compensation:
1. reviewing the main objectives proposed by Management
regarding the compensation of senior officers of the
Company and of the Group, including free share plans, share
purchase and share subscription option plans and equitybased
plans;
2. making recommendations and proposals to the Board of
Directors regarding:
- the compensation, retirement and health plans, benefitsin-kind
and other financial rights, including in the form of
severance, of the Company’s Chairman, Chief Executive
Officer and executive vice presidents, where applicable.
The Committee will propose amounts, compensation
structures and, in particular, rules for determining the
variable portion of compensation, after taking into account
the Company’s strategy, objectives and financial results as
well as market practices,
- the grant of performance shares and share purchase and
share subscription options and, in particular, those granted
to the Chairman, the Chief Executive Officer and executive
vice presidents, where applicable;
3. reviewing the compensation of the members of the Executive
Management, including in the form of performance share
plans, share purchase and share subscription option plans,
equity-based plans, retirement and health plans and benefitsin-kind;
4. reviewing and propose to General Meeting the total amount
of directors’ fees, to fix their distribution among Board and
Committees members, as well as reimbursement terms for
expenses incurred by directors;
5. preparing and presenting the reports provided for by the
internal charter of the Board of Directors;
6. preparing any other recommendations regarding compensation,
which may be requested at any time by the Board
of Directors or the Executive Management.
In a general manner, the Committee advises and provides all
appropriate recommendations on the above issues.
The Committee’s proposals are presented to the Board of Directors.
Operating procedures
The Nominations and Remunerations Committee may seek proposals
from the Company’s Chairman and Chief Executive Officer.
The Company’s Chairman and Chief Executive Officer may, with
no voting power, attend the Committee’s meetings, except those
where matters relating to him are deliberated.
Directors who are not members of the Committee can freely
attend the Committee’s meetings. This participation does not
entitle them to receive directors’ fees in this respect.
Subject to confidentiality requirements in respect of its discussions,
the Committee can ask the Chairman and Chief Executive Officer
for the assistance of any Company executives whose expertise
may be relevant to the Committee’s agenda.
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16 16.3. Role and Practices of the Committees of the Board of Directors
Work report
The Committee’s Chairman presents a written report regarding
the Committee’s work to the Board of Directors providing the
Board with full information.
The Committee examines a draft of the Company’s report on
executive compensation as well as any reports on all matters
within its scope of duties as required by applicable regulations.
The Committee presents an annual evaluation of its operating
policies, in accordance with the requirements of its internal
charter, and proposes improvements to its practices.
The Committee’s internal charter requires it to meet at least twice
per year.
The Committee met six times during the 2009 financial year with
an attendance rate of 92%.
The Nominations and Remunerations Committee’s work in 2009
mainly focused on the following points:
■
■
with respect to appointments:
- proposing to the Board of Directors a list of directors qualified
as “independent directors” in accordance with the rules and
recommendations applicable in France and on the regulated
markets where the Company’s securities are traded; and
- evaluating the operating practices of the Board of Directors,
taking into account the Board’s composition and the terms
of offices to be renewed in 2009;
with respect to compensation:
- reviewing a draft of the Company’s report on executive
compensation for the annual report,
- reviewing the amount of directors’ fees ( jetons de présence)
for 2009 and making a recommendation as to their
distribution,
- study on the competitivity of compensation and examining
its conclusions,
- making a recommendation regarding the compensation of
the Chairman and Chief Executive Officer to the Board of
Directors,
- proposing to the Board of Directors severance payments
condition in the event of the Chairman and Chief Executive
Officer’s departure,
- reviewing the compensation of the Group’s Executive
Committee members (variable portion for 2008, base
compensation for 2009 and criteria for determining the
variable portion for 2009),
- examining a proposed grant of a new tranche of stock
subscription options,
- examining a proposed grant of performance shares,
- reviewing changes in the supplementary retirement plan for
executive officers and the introduction of a supplementary
retirement plan for Executive Committee members; and
- examination of changes in the Group’s bonus criteria.
Compensation
Members of the Nominations and Remunerations Committee
may not receive from the Company or its subsidiaries, with the
exception of reimbursement for expenses, any compensation other
than (i) directors’ fees (jetons de présence) owed in exchange for
their services as a director and a member of the committee, and,
where applicable, (ii) retirement and pension income for work
previously performed for the Company, but not dependent on
future activity.
Directors’ fees paid in 2009 and 2008 are mentioned in
Sections 15.1.1 (table 3) and 15.1.2 of this Reference Document.
16.3.3. The Strategic Committee
The Board of Directors adopted the internal charter of the Strategic
Committee on May 21, 2003 and updated it on February 18,
2009.
Purpose
The Strategic Committee assists the Board of Directors in examining
and making decisions regarding important transactions
involving the Group’s main strategic orientations.
In order to assist the Company’s Board of Directors, the Strategic
Committee’s main duties are to:
■
■
■
■
review the Group’s global strategy, as proposed by the
Company’s Chairman and Chief Executive Officer;
review the Group’s capital expenditures and investment budget;
examine any major asset acquisitions (and associated financing)
or divestitures; and
review any transactions proposed by the Company’s Chairman
and Chief Executive Officer, which may present a serious
business risk.
The Committee’s proposals are presented to the Board of Directors.
Operating procedures
The Strategic Committee may seek proposals from the Company’s
Chairman and Chief Executive Officer. The Company’s Chairman
and Chief Executive Officer attends every meeting.
Directors who are not members of the Committee can freely
attend the Committee’s meetings. This participation does not
entitle them to receive directors’ fees in this respect.
The Committee can ask the Chairman and Chief Executive Officer
for the assistance of any Company executives whose expertise
may be relevant to the Committee’s agenda.
Work report
The Committee’s Chairman presents a written report regarding
the Committee’s work to the Board of Directors providing the
Board with full information.
The Committee presents an annual evaluation of its operating
policies, in accordance with the requirements of its internal
charter, and proposes improvements to its practices.
The Committee’s internal charter requires it to meet at least twice
per year.
The Committee met three times during the 2009 financial year
with an attendance rate of 100%.
The Strategic Committee’s work in 2009 mainly focused on the
following topics:
■
■
■
■
the Group’s external growth policy;
the review of proposed acquisitions of smaller companies;
Technip’s business development in markets with high-growth
potential;
the 2010 budget and the investment plan.
Furthermore, the Strategic Committee determined the overall
agenda and objectives of the Strategic Seminar of the Board of
Directors, which took place on October 24 and 25, 2009, with
all Board members to discuss changes in Technip’s markets, its
positions as well as the main strategic issues facing the Group.
094 2009 Reference Document

Operation of Administrative and Management Bodies
16.3. Role and Practices of the Committees of the Board of Directors 16
Compensation
With the exception of reimbursement for expenses, Strategic
Committee members may not receive any compensation from the
Company or its subsidiaries, other than (i) directors’ fees (jetons
de présence) for their services as a director and as a member of
the Strategic Committee, where applicable, (ii) compensation and
pension income for work previously performed for the Company,
but not dependent on future activity.
Directors’ fees paid in 2009 and 2008 are discussed in
Sections 15.1.1 (table 3) and 15.1.2 of this Reference Document.
16.3.4. The Ethics and Governance
Committee
The Ethics and Governance Committee’s internal charter was
adopted by the Board of Directors on December 9, 2008. It has
not been updated since then.
Purpose
The Committee assists the Board of Directors in promoting best
practices regarding governance and ethics within the Group.
The Committee’s main duties include:
■
■
■
developing and recommending to the Board of Directors
French and international best practices regarding corporate
governance applicable to the Company and to monitor their
implementation;
monitoring compliance with ethics principles and discussing all
matters that the Board of Directors (or its Chairman) may send
to it for examination;
proposing evaluation methods for Board practices and monitoring
their implementation based on the following:
- the Board of Directors must include, on an annual basis, a
discussion on its operating procedures in its agenda,
- a formal evaluation must be carried out at least once every
three years.
Operating procedures
Directors who are not members of the Committee can freely
attend the Committee’s meetings. This participation does not
entitle them to receive directors’ fees in this respect.
The Committee can ask the Chairman and Chief Executive Officer
for the assistance of any Company executives whose expertise
may be relevant to the Committee’s agenda.
Work report
The Committee’s Chairman presents a written report regarding
the Committee’s work to the Board of Directors providing the
Board with full information.
The Committee presents an annual evaluation of its operating
policies, in accordance with the requirements of its internal
charter, and proposes improvements to its practices.
The Committee’s internal charter requires it to meet at least twice
per year.
The Committee met three times during the 2009 financial year
with an attendance rate of 100%.
The Ethics and Governance Committee’s work in 2009 mainly
focused on the following topics:
■
■
progress of discussions with the US authorities regarding TSKJ
issue; and
the organization implemented within the Group regarding
compliance.
Compensation
With the exception of reimbursement for expenses, Ethics and
Governance Committee members may not receive any compensation
from the Company or its subsidiaries, other than (i) directors’
fees ( jetons de présence) for their services as a director and as
a member of the Ethics and Governance Committee, where
applicable, (ii) compensation and pension income for work
previously performed for the Company, but not dependent on
future activity.
Directors’ fees paid in 2009 and 2008 are discussed in Sections
15.1.1 (table 3) and 15.1.2 of this Reference Document.
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Operation of Administrative and Management Bodies
16 16.4. Corporate Governance: Evaluation of the Board of Directors and of the Board’s Committees
16.4. Corporate Governance: Evaluation of the Board
of Directors and of the Board’s Committees
In accordance with the provisions of its internal charter and with
the provisions of the AFEP-MEDEF Code, the Board of Directors
formally evaluates, at intervals of no more than three years, its
operating policies, in order to:
■
■
■
review its operating methods;
verify that important questions are appropriately prepared and
discussed;
assess the contribution of each director to the Board’s work
through his or her expertise and involvement in discussions.
The purpose of this evaluation is to ensure adherence to the
Board’s operating policies and to identify ways to improve its
performance and effectiveness.
The Board of Directors implemented in 2009 the measures
intended to improve its operation, as listed on December 9, 2008
following the in-depth evaluation carried out in 2008.
The main consequences of these measures focused on:
■
■
■
the appointment of three new Board members on April 30,
2009;
a strategic seminar for the Board of Directors which took place
in Doha (Qatar) on October 24 and 25, 2009;
the updates of the internal charters of the Board of Directors’
Committees on February 18, 2009.
16.5. Contracts between the Board Members
and the Company or one of the Group’s company
Absence of service agreements
None of the members of the Board of Directors or the Chairman and Chief Executive Officer has a service agreement in place with the
Company or one of its subsidiaries, which provides for benefits to be granted under such an agreement.
096 2009 Reference Document

17
Employees
17.1. Workforce . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .97
17.1.1. Evolution and Development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .97
17.1.2. Organization of working hours–part-time. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .100
17.1.3. Training of employees on the payroll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .100
17.1.4. Other social information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .101
17.2. Participating interests and share subscription or purchase options
held by members of the Board of Directors and other corporate officers
(mandataires sociaux) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103
17.2.1. Summary statement of the transactions listed in article L. 621-18-2
of the French Monetary and Financial Code during the 2009 financial year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .103
17.2.2. Company share subscription or share purchase options. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .104
17.2.3. Awards of performance shares pursuant to Articles L. 225-197-1 et seq.
of the French Commercial Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .106
17.3. Arrangements for involving the employees in the capital of the Company . . . . . . . . . . . 108
17.3.1. Profit sharing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .108
17.3.2. Incentive profit sharing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .108
17.3.3. Group Saving Plan–Employee Share Ownership. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .108
17.3.4. Group Pension Savings Plan. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .109
17.1. Workforce
17.1.1. Evolution and Development
Breakdown of employees by geographic zone 12/31/2009 12/31/2008
Europe 10,599 10,243
Americas 4,906 5,125
Asia Pacific 5,006 4,930
Middle East 1,484 1,738
Africa 795 548
Russia & Central Asia 159 169
Technip Employees on payroll and contracted workers in plants, yard and fleet 22,949 22,753
Other contracted workforce 2,111 3,152
Total 25,060 25,905
At the end of 2009, the Group’s workforce was approximately 23,000 people. This figure includes permanent employees on the payroll,
as well as personnel contracted from outside the Group to work in various industrial sites, such as the 17-vessel fleet and the two vessels
under construction, six plants throughout the world, and the Pori yard in Finland. During the first half of 2009 in particular, outsourcing
decreased compared to 2008, due both to the slowdown of business in certain Regions of the Group and certain segments (umbilicals),
and to the fact that several projects were completed.
Breakdown of employees by category 12/31/2009 12/31/2008
Employees on payroll: 20,216 20,578
Permanent contracts 17,948 18,065
Temporary (fixed-term) contracts 2,268 2,513
Contracted employees: 4,844 5,327
Contracted workers in plants, yard and fleet 2,733 2,175
Other contracted workforce 2,111 3,152
Total 25,060 25,905
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097

Employees
17 17.1. Workforce
Throughout 2009, given the highly turbulent economic climate
that made it practically impossible to predict future trends, the
Group adopted a proactive approach in order to keep its permanent
employees and limit recourse to subcontracted or temporary
workers.
The number of permanent employees within the Group was
generally stable over the course of the year. The proportion
of temporary employees, on the other hand, has continued to
decline, decreasing from 12% to 11% of the workforce on payroll.
In France, only 2.6% of the workforce on the payroll are temporary
employees.
Contracted personnel working at the Group’s industrial sites
remain essential to the activity of the Group in all segments
(Subsea, Offshore, Onshore). These specific competencies are
mainly present in the fleet in the United Kingdom (for performing
installation work at sea), in the flexible and umbilical plants in
France, the United States and the United Kingdom, and at the
Pori yard in Finland.
In 2009, the population working in industrial sites increased
by 25% primarily due to the Group's need to satisfy the extra
workload resulting from the conversion of the Apache II vessel
in Finland.
Other contracted personnel strengthen Technip's engineering
centers when there is a spike in workload. This workforce may
vary significantly depending on the Group’s needs and the
projects in hand. In 2009, the number of subcontractors and
agency personnel within the Group fell significantly (down by
approximately 1,000).
Headcount Structure (December 31, 2009)
Activities
(% of total headcount)
11% - Fleet & spoolbase
5% - Yard
11% - Plants
Size of entities
(% of total headcount)
10% - 32 entities
300 and 1,000 p
Source Technip
098 2009 Reference Document

Employees
17.1. Workforce 17
In accordance with the principles set forth in the Group’s Social
Charter (1) , the Diversity Manager, appointed in 2008, is responsible
for developing and implementing initiatives to promote all
aspects of diversity: gender equality, internationalization, equal
opportunities for all and integration of disabled individuals.
Women comprise 25% of the employees on payroll and 30%
of employees under age 30.
The number of managers reported in 2009 corresponds to the
number of employees exercising a supervisory role and within
the chain of command, in accordance with the implementation
of the “Human Resources without borders” program (see details
at Section 17.1.3 Training–Annual performance reviews of this
Reference Document).
101 different nationalities are represented in the Group (nine
more than last year) and the Group accordingly boasts a huge
cultural and ethnic diversity, which it is constantly promoting and
sharing throughout its entities through the internationalization of
its teams, intercultural programs, and international mobility.
Indians, Brazilians and Malaysians are among the most represented
nationalities in the Group (i.e., close to one third of the employees).
■ EQUAL OPPORTUNITY
Employees over age 50 in the Group represented 21% of the
payroll in 2009, in line with the previous year. Seniors represented
12.4% of employees recruited by the Group during 2009.
In France, the agreement on maintaining jobs for seniors was
previously discussed with the unions on the basis of initiatives
aimed at employees of 50 and over. These initiatives relate
mainly to:
■
■
■
■
■
anticipating changes in business careers;
improving working conditions;
developing skills and qualifications, and providing access to
training;
managing the end of careers and the transition from employment
to retirement;
transferring know-how and skills, and developing mentoring
procedures.
Disabled workers represent 1.2% of employees in Europe. This
figure does not include subcontracted services. Arrangements
have been put in place to make workstations more accessible.
The Group is involved in a number of practical initiatives to overcome
the difficulties that some underprivileged young people
encounter in education, career guidance and finding employment.
In 2006, Technip was one of the signatories of the French Ministry
of Education’s charter, in which companies pledge to promote
equal opportunity. Moreover, a system has been set up in which
certain employees act as tutors to high school and college
students from underprivileged suburbs.
Payroll employees:
arrivals & departures 12/31/2009 12/31/2008
Arrivals 2,322 4,747
Permanent contracts 1,223 3,041
Temporary contracts
(fixed-term) 1,099 1,706
Departures 2,957 3,269
Permanent contracts 1,899 2,127
Temporary contracts
(fixed-term) 1,058 1,142
Economic lay-offs 522 15
Renewal rate of permanent
positions (1) 0.64 1.43
(1) Start/termination of permanent positions.
53% of new recruits were hired under permanent contracts. In
addition, 19% of the average number of people on fixed-term
contracts were converted to permanent contracts in 2009.
Overall, 72% of recruitments were made on a permanent basis,
to meet the Group’s requirements, retain talents and anticipate
generation gaps.
Technip is adapting to its international growth and the shortage
of qualified personnel in certain highly-specialized disciplines in
its traditional recruitment zones by recruiting in countries where
human resources are most available:
■
■
Brazil, India and Malaysia are among the top ten countries
with the largest number of recruitments; (these three countries
together accounted for 30% of total employee recruitments in
the Group);
Poland recruited almost half of its employees in 2009, Angola
31% and Nigeria 22%.
The Group's companies based in emerging countries are 78%
staffed by local personnel.
The number of people leaving the Group fell significantly (down
9.5%) in 2009 and the rate of resignations fell particularly sharply,
decreasing by half.
Despite the preventive measures taken in early 2009 to contain
the financial crisis (reduction in the number of new recruits during
the first half, limitation of temporary contracts and external staff
and an increase in internal mobility), the global economic recession
seriously affected orders in certain countries and business
sectors, causing the deferment of certain projects and a reduction
in the workload.
Lay-offs (522) were unavoidable in the onshore business in the
United States and Abu Dhabi and in the umbilicals plants in the
United States and the United Kingdom.
In the United Kingdom, where unions are present, staff representatives
were consulted and involved in every step of this process,
especially in matters concerning social support measures and
voluntary departures.
(1) Technip’s Social Charter, established in June 2005, defines the Group’s objectives in Social Responsibility and the corresponding guidelines. It is applied to all the Group's entities,
which adapt it to local legislation, to any cultural differences and to the specific local environment in which they operate. It is issued to all personnel of the Group’s companies by the
local entities and can be viewed on Technip’s website (www.technip.com).
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099

Employees
17 17.1. Workforce
17.1.2. Organization of working hours–
part-time
Organisation of working
hours 12/31/2009 12/31/2008
Full-time employees 19,731 20,152
Part-time employees 485 426
Employees working in
teams 1,686 1,723
Overtime (France and
Regional headquarters) 695,690 729,487
Part-time employees in 2009 accounted for 2.4% of the payroll
(compared to 2.1% in 2008). The average working time for a parttime
employee varied between 20 hours and 33 hours per week
depending on the country.
The number of employees benefiting from a flexible work-time
accounted for 67% of the payroll, including staff working at
industrial sites whose activity is hardly compatible with a flexible
work-schedule.
Absenteeism 12/31/2009 12/31/2008
Total rate of absenteeism
(sickness/accident) 1.84% 1.78%
Number of days lost due to
strikes 143 0
The global rate of absenteeism was 1.84% in 2009, which was
stable compared to 2008 taking into account the number of
employees. Rates varied among countries and were higher in
Finland. Concerning the H1N1 flu pandemic, the Group developed
17.1.3. Training of employees on the payroll
an action plan to deal with this risk. Ultimately, the pandemic did
not affect the Group absenteeism rate.
Specific measures have been implemented to protect the health
of all employees. They essentially comprise two parts.
The first part is dedicated to informing employees:
■
■
■
health warnings are released to all regions in which Technip
operates. An intranet site covering medical information by
country advises travelers and expatriates on what vaccinations
they need and how to prevent disease before they leave their
home country;
during the H1N1 flu pandemic, regular information about the
extent and risks of the illness, the measures to be taken to limit
its spread, and recommendations on vaccinations were issued
and made available on the medical website;
each year, Technip organizes a Group-wide international
information and prevention day. In 2009, this day concerned
eye-sight disorders and their prevention.
The second part defines the procedures:
■
■
mandatory standards throughout the Group require minimum
repatriation assistance coverage for everyone. A medical
monitoring requirement for all Group expatriates throughout
their service abroad was added to these standards, together
with a requirement that their families be supplied with all
the information they need to accurately assess whether or not
they too should move abroad;
mandatory standards are also applied to all projects in regions
where malaria is endemic, requiring preventive steps to be
taken by all employees that could potentially be exposed to
the disease.
Training of employees on payroll 12/31/2009 12/31/2008
Training hours 632,917 659,144
Technical training 244,565 310,071
Non technical training (including management, cross disciplines) 227,721 173,080
Health, Safety, Security 96,123 109,904
Languages 55,512 58,753
Human rights, Ethics and Technip Values awareness training 8,996 7,336
Number of employees on payroll who benefited from at least one training during the year 15,239 15,405
Women 3,999 3,823
Men 11,240 11,582
Average hours of training per payroll employee 31 32
In 2009, almost 633,000 hours were devoted to training,
distributed locally among the entities of the Group and Technip
University. 75% of employees on the payroll received training.
Although the number of training hours and the number of
employees trained decreased slightly in 2009, the number of
women benefiting from training increased this year (+176 women).
Also in 2009, a seven point increase was observed in the number
of women promoted as compared to 2008, representing 28% of
all promotions.
Among the training topics, there was a significant increase in
support and management training (+32%), and in the awareness
of Group Values, human rights and ethics (+23%).
Training courses leading to an accredited or certified qualification
were given to 923 employees.
Technip University, created in July 2008, is designed to improve
know-how throughout the Group to help develop individual
potential and facilitate the incorporation of new talents. The
Group’s top management is involved in the training process to
ensure that the programs are in line with the Group’s business
initiatives. All Technip entities are involved and benefit from the
initiatives of Technip University.
All employees are eligible for training. Moreover, the members of
the European Works Council (EWC) receive special training.
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Employees
17.1. Workforce 17
Annual performance reviews 12/31/2009 12/31/2008
Percentage of employees
assessed during the year 90% 77%
As part of the “HR without borders” program, a new performance
assessment system has been implemented throughout the Group.
This new system is based on an interactive annual performance
review that is constructive for both the employee and the
manager, as it enables both of them to:
■
■
■
■
■
assess and formalize the initiatives and successes of the
employee over the past year;
set performance objectives for the year to come;
address career and mobility desires;
identify any training requirements;
analyze personal performance overall for the purpose of a
general assessment.
The annual performance reviews are performed interactively
through an information system that can be accessed by all
Technip employees. The first campaign began in November 2009
and ended at the end of February 2010. The same process will
happen every year. 90% of eligible employees completed their
performance review, compared to 77% last year with heterogeneous
systems.
This global performance assessment system replaces all the local
assessment systems which were in place. The performance of all
Technip employees is therefore assessed using the same method
and the same tools, with the assistance of HR correspondents
specially trained to support employees and give them the instructions
specific to their Region.
17.1.4. Other social information
17.1.4.1. Compensation and its evolution, social
security costs
The Group’s payroll expenses increased from €827.5 million
in 2007 to €901.5 million in 2008 and €945.7 million in 2009.
The Group’s social security costs increased from €154.5 million
in 2007 to €188 million in 2008 and €178.8 million in 2009.
17.1.4.2. Profit-sharing
In 2009, Technip pursued its policy of linking its teams to
the Company’s economic performance, particularly by the
continuation of initiatives designed to recognize and reward individual
performance (i.e., grants of performance shares and share
purchase and share subscription options to top management
and key employees as described in Section 17.2 in this Reference
Document).
Profit sharing
In thousands of Euros 31/12/2009 31/12/2008
Amounts allocated to
incentive profit sharing
(France, Spain, Italy) 12,771 2,594
Amounts allocated to
mandatory profit sharing
(France) 13,683 19,852
More detailed information on profit sharing is in Section 17.3
of this Reference Document.
17.1.4.3. Labor relations and collective
agreements
Collective or individual labor relations are governed by legislation,
by collective agreements, by the Golden Book or by GOPS (Group
Operating Principles and Standards) issued at Group level.
Information and dialogue processes are also in place, locally, at
the European level (European Works Council–EWC) or for the
whole Group.
The European Council (EWC), set up in 2005, includes 15 employee
representatives of ten European countries and meets twice a
year. The EWC has an Intranet site that has been accessible to
employees in represented countries since 2008.
Since 2006, EWC members have received special training
each year that emphasizes multicultural matters. This training
will continue.
161 collective agreements were in force during 2009, an increase
of 10% compared to 2008 due to 44 new agreements being
signed during the year. These agreements relate mainly to
compensation, working hours, training, working conditions, equal
opportunity, and health and safety.
43% of all Technip employees are governed by mandatory collective
agreements. This figure rises to 59% when solely taking into
account the employees who work at Group companies operating
in countries that have signed ILO convention No. 98 (1) .
Group processes for keeping employees informed are in place so
that everyone receives the same level of information at the same
time. The Group’s quarterly “Horizons” magazine is dedicated
to all the men and women employed by the Group. It features
reports on their specialist skills, promotes their successes and
shares their enthusiasm.
The fortnightly “Technip in motion” e-newsletter, launched in
April 2008, gives a “snapshoot” of the Group’s events and achievements
throughout the world.
In addition to the “HR without borders” program described above
(Training section), Technip, as part of its knowledge management
initiative, uses a collaborative Intranet portal which makes it
possible for communities of technical experts to share best
practices, know-how and key documents. Instant messaging and
teleconferencing are available to facilitate discussions.
17.1.4.4. Civic responsibility
In every country in which it operates, Technip ensures that the
local communities profit from the positive economic and social
effects that its activities generate, and participates in community
efforts with the local populations.
Promoting employment and regional development
Becoming a part of the local economy is a necessity, both to help
clients with their local development projects, and to ensure the
project’s success by involving the local population.
(1) ILO convention No. 98: Right to Organize and Collective Bargaining Convention.
2009 Reference Document
101

Employees
17 17.1. Workforce
Technip uses local companies that have a good knowledge of the
market and its specific characteristics. Technip often gains entry
to new countries through partnerships, as witnessed in 2009 by
the creation of the Al Khobar center in Saudi Arabia, a joint venture
with the Saudi engineering company SaudConsult. Whenever
possible, the Group approaches local or regional suppliers and
subcontractors. In France for example, Technip has signed the
Pacte PME (SME Pact) through which it can contribute to the
growth of innovative small and medium-sized French companies.
Technip’s projects are major driving forces for local economies.
Bringing them to fruition sometimes involves tens of thousands
of individuals. The infrastructure for receiving and supplying
goods to the project sites essentially provides a new economy
that proves lucrative for many local companies, such as those in
the merchant, hotel, transport or agriculture trades.
Technip plays a key role as a local employer, and always seeks to
hire local people where possible. An example of this is the planned
Asiaflex Products flexible pipeline and umbilical plant in Malaysia,
which will employ only 10 expatriates out of its workforce of 300.
This local employment policy is based on the transfer of skills.
Through cooperation between the Group’s centers, nine Angolan
operators at the Dande base have, for example, been welcomed
on to the Evanton assembly base in the United Kingdom to be
trained in the specialist technologies and operating procedures
in place there.
This approach also strengthens Technip’s multicultural dimension,
with local talent helping to build an international group with a
strong local presence.
Throughout the world, Technip promotes access to know-how and
promotes the oil and gas sector in order to prepare the recruits of
tomorrow. For example, in the United Kingdom, Technip participated
in an event aimed at promoting the hydrocarbon industry
to high-school students.
Developing relations with local associations and
populations
Technip has been a member of the United Nation’s World Compact
since 2003 and has also been certified since 2004 in Italy under
the SA 8000 standard, concernig the respect for human, children
and workers’ rights.
The trust of the local community is important for any project’s
success. The Group’s approach therefore involves listening, discussing
and understanding expectations to better understand the
local population and adapting its actions to respect their cultures
and traditions. On the Qatari and Yemeni work sites, for example,
Technip has built places of worship to enable workers of different
faiths to respect their religion and traditions.
Maintaining the health and safety of men and women at the
sites is a priority. To avoid major problems–a potential source
of accidents and sick leave–health check-ups offered to Group
employees have been extended to the employees of the Group's
subcontractors. In Colombia, medical services, medicine and laboratory
examinations are available to the homeless people living
close to the Technip center.
Technip’s employees show their generosity and the Group encourages
them and supports this solidarity. Everywhere in the world,
it invests greatly in a variety of humanitarian causes, particularly
those associated with natural disasters, children or social inequalities.
To mention just a few examples, in 2009, cash collections
were organized for the victims of the forest fires in Australia. In
the United States, volunteers at the Houston center helped build
a house for a deprived family. In Nigeria, the Oyo project teams
presented a local charity with food that was distributed to the
inhabitants of a village near Lagos.
17.1.4.5. Social works
In addition to the subsidies paid to the Works Councils or equivalent,
Technip provides its personnel in several countries with
various benefits, such as company concierge services, and help
with transport and/or food expenses.
Moreover, Technip organizes events to raise employee awareness
regarding the importance of education and sport in staying fit
and healthy. For example:
■
in Venezuela, 15% of Technip employees take part in sporting
events financed by the company (equipment, renting sports
fields); a culture and recreation program aimed at children is
arranged during school holidays.
Awareness of medical emergency management is proposed in
various entities:
■
■
■
in Abu Dhabi, training in emergency treatment has been given
to 40 employees;
in Italy, volunteer employees have received first aid training so
that they can act if a friend or colleague has a heart attack;
in France, regular training is proposed to first aid volunteers.
17.1.4.6. Health and Safety Conditions
The ongoing drive toward HSE excellence has continued through
the implementation of phase two of the Pulse program, Technip’s
behavioral based HSE program which is designed to bring about
positive organizational change toward HSE management at all
levels of the business.
■
■
■
■
During 2009, a total of 1,450 people have attended pulse HSE
leadership alignment sessions. The attendees have come from
all segments of the business. The sessions have also included a
number of Technip’s clients and contractors.
Other site and office based training has consumed over 800,000
man-hours and has covered a diverse range of subjects about
health and safety as well as skills and trade training at project
sites of the Group.
Overall safety performance has improved over the last four
years and the current total recordable case frequency (TRCF)
was 0.22 for 2009 compared to 0.61 in 2005. The TRCF is an
industry standard calculated using the total number of incident
cases that have occurred for every 200,000 man hours worked.
In 2009 Technip has introduced environmental reporting criteria
into its HSE information management system in order to
establish the overall company carbon footprint and to identify
potential improvements and cost reductions.
102 2009 Reference Document

Employees
17.2. Participating interests and share subscription or purchase options held by members
of the Board of Directors and other corporate officers (mandataires sociaux)
17
17.1.4.7. Security Conditions
Through regular actions of prevention, awareness raising and training,
Technip continues to spread the security culture among the
Group, with the aim of building a secure working environment.
Priority of the Group is clearly established: protect the personnel,
whatever the environment is.
The “Security Travel Database”, which enables contacting an
employee during his/her travel in case of incident, will be completed
in 2010 by an IT system which provides automatically to the
traveller the relevant information about his/her country of
destination.
Emergency Response Teams are regularly trained to Crisis
Management and practices through Emergency Response Crisis
exercises.
17.2. Participating interests and share subscription or purchase
options held by members of the Board of Directors
and other corporate officers (mandataires sociaux)
17.2.1. Summary statement of the transactions listed in article L. 621-18-2
of the French Monetary and Financial Code during the 2009 financial year
This table presents a summary statement (Article 223-26 of the AMF general regulations) of the transactions referenced in Article
L. 621-18-2 of the French Monetary and Financial Code during the 2009 financial year:
Name and
Surname
Position
Financial
Instrument
Date and place
of transaction
Joseph Rinaldi Director Share 05/12/2009
Paris
Marwan Lahoud Director Share 05/20/2009
Paris
Gérard Hauser Director Share 06/22/2009
Paris
Type of
Amount of the
transaction Quantity Unit price transaction
Purchase 400 €33.15 €13,260
Purchase 400 €32 €12,800
Purchase 300 €32 €9,600
2009 Reference Document
103

17
Employees
17.2. Participating interests and share subscription or purchase options held by members
of the Board of Directors and other corporate officers (mandataires sociaux)
17.2.2. Company share subscription or share purchase options
The table below presents an overview of the information related to the share subscription and share purchase options granted by the
Company and outstanding at December 31, 2009.
History of share subscription and share purchase options and information on share subscription and share
purchase options
1 st additional 2 nd additional
2002 Plan
grant to tranches grant to tranches
(balance of
tranche B)
Subscription
options
2005 Plan
(1 st tranche)
Subscription
options
2005 Plan
(2 nd tranche)
Subscription
options
2005 Plan
(3 rd tranche)
Subscription
options
1, 2 and 3 of the
2005 Plan
Subscription
options
1, 2 and 3 of the
2005 Plan
Subscription
options
2008 Plan
1 st tranche
Purchase
options
2009 Plan
Subscription
options
Date of Shareholders’ Meeting June 20, 2002 April 29, 2005 April 29, 2005 April 29, 2005 April 29, 2005 April 29, 2005 May 6, 2008 April 30, 2009
Date of Board of Directors’
meeting
May 21,
2003
December 14,
2005
July 26,
2006
March 12,
2007
December 12,
2007
June 12,
2008
July 1,
2008
June 15,
2009
Number of options granted 20,960 965,213 (1) 965,213 (1) 965,214 (1) 85,000 (1) 106,858 (1) 953,100 (2) 1,093,175 (3)
Total number of shares available
for subscription/purchase
at December 31, 2009 0 887,237 879,923 928,346 80,310 103,858 937,060 1,091,075
Number of shares that may be
subscribed/purchased
at December 31, 2009 by:
■ the Chairman and Chief
Executive Officer, corporate
officer* N/A N/A N/A 255,655 0 0 80,000 109,000 (4)
■ the 10 employees having
the largest number of options
granted 0 461,106 68,788 129,264 58,221 70,000 112,000 148,000
Option exercise start date May 22,
2006
December 14,
2009
July 26,
2010
March 13,
2011
December 13,
2011
June 13,
2012
July 2,
2012
June 15,
2013
Expiry date** May 21,
2009
December 13,
2011
July 25,
2012
March 12,
2013
December 12,
2013
June 12,
2014
July 1,
2014
June 15,
2015
Subscription/purchase price
per option €18.0188 €46.9395 €41.3862 €49.1705 €55.6727 €59.96 €58.15 €34.70
Number of shares subscribed /
purchased at December 31, 2009 19,120 0 1,540 2,054 0 0 0 0
Number of options cancelled
at December 31, 2009 2,206 102,764 109,265 60,458 5,019 3,000 16,040 2,100
Number of shares subscribed /
purchased at February 28, 2010 N/A 10,036 1,540 2,054 0 0 0 0
Number of beneficiaries 7 59 323 252 24 21 542 1,569
* The other mandataires sociaux are not beneficiaries of Plans.
** All the plans are subject to certain restrictions limiting the exercise of options in the event the employee or the manager ceases to work for the Company.
(1) With respect to options granted under tranches 1, 2 and 3 and the two additional grants to the tranches of the 2005 Plan, the exercise of options is subject to the
achievement by Technip of a satisfactory performance for its shareholders. This performance will be measured by the change in the Company’s fully diluted net profits per
share compared with the average of that of a representative sample of the Group’s competitors. Thus, the number of options that may be exercised is subject to the level of
achievement of the aforementioned performance recorded at the option exercise start date.
With respect to 1 st tranche of Plan 2005, the performance calculation over the period 2005-2008 amounted to 97.75% of the options.
(2) The number of purchase options granted by the Board of Directors on July 1, 2008 is subject to a satisfactory performance over the period 2008-2011. This performance will
be measured by the progression of the Group’s Consolidated Income in relation to a representative sample of the Group’s competitors. 50% of the granted shares are subject
to the level of achievement of the aforementioned performance recorded at the option exercise start date.
(3) The number of subscription options granted by the Board of Directors on June 15, 2009 is subject to a satisfactory performance over the period 2009-2012. This performance
will be measured by the progression of the Group’s Consolidated Income in relation to a representative sample of the Group’s competitors. 50% of the granted shares are
subject to the level of achievement of the aforementioned performance recorded at the option exercise start date.
(4) The number of subscription options granted by the Board of Directors on June 15, 2009 is subject to a satisfactory performance over the period 2009-2012. This performance
will be measured by the progression of the Group’s Consolidated Income in relation to a representative sample of the Group’s competitors. No options can be exercised by
the Chairman and Chief Executive Officer if the progression of the Group’s Operating Income is less than that of each of the companies included in the sample.
104 2009 Reference Document

Employees
17.2. Participating interests and share subscription or purchase options held by members
of the Board of Directors and other corporate officers (mandataires sociaux)
17
Takeover of Coflexip’s obligations
Further to Coflexip’s merger into the Company, the Company’s
Combined Shareholders’ Meeting of July 11, 2003 authorized
the takeover of Coflexip’s commitments resulting from the
share subscription and share purchase options it granted to its
employees and directors and officers (mandataires sociaux), as
well as those of affiliated companies.
Following the merger, shares obtained from the exercise of share
purchase options or issued upon exercise of share subscription
options will be Technip shares rather than Coflexip shares.
Given the merger exchange ratio (nine Technip shares for every
eight Coflexip shares), the new bases for exercising the share
purchase and share subscription options granted by Coflexip
have been calculated, for each of the options granted and not
yet exercised at the date of the merger, in order to reflect the
exchange ratio.
Taking into account the elements above, the following table
presents information relating to the share subscription and share
purchase options previously granted by Coflexip, which were
outstanding at December 31, 2009 or had expired during the
financial year ended December 31, 2009:
History of share subscription and share purchase options and information on share subscription and share
purchase options
Share subscription option plans CSO 10 Plan CSO 11 Plan
Subscription options Subscription options
Date of the Shareholders’ Meeting (1) June 2, 1999 May 30, 2000
Date of the Board of Directors’ meeting (2) December 14, 1999 March 20, 2001
Number of options granted 508,544 720,000
Total number of shares available for subscription/purchase at December 31, 2009 0 142,439
Number of shares that may be subscribed/purchased at December 31, 2009 by:
■ the Chairman and Chief Executive Officer, corporate officer
0 0
■ the 10 employees having the largest number of options granted
0 51,948
Option exercise start date December 15, 2001 March 21, 2003
Expiry date December 14, 2009 March 20, 2011
Subscription/purchase price per option after adjustment €16.5866 €33.3998
Number of options subscribed / purchased at December 31, 2009 0 363,764
Number of options cancelled at December 31, 2009 0 219,751
Number of shares subscribed / purchased at February 28, 2010 N/A 369,675
Number of beneficiaries 100 144
(1) Date of Coflexip’s Shareholders’ Meeting that authorized the grant of Coflexip’s share purchase and share subscription option plans.
(2) Date of Coflexip’s Board of Directors’ meeting granting the option plans.
■ POTENTIAL DILUTION
At December 31, 2009, the total number of shares that may be
issued pursuant to the exercise of outstanding share subscription
options described in the tables above is 4,113,188 shares with
a par value per share of €0.7625, representing approximately
3.76% of the Company’s share capital as of that date.
The share purchase or share subscription options granted to or
exercised by each director and officer during the 2009 financial
year are detailed tables 4 and 5 included in Section 15.1.1 of this
Reference Document.
The share purchase or share subscription options granted to and
exercised by the ten employees (other than directors and officers
(mandataires sociaux)) with the largest number of options
during the 2009 fiscal year are detailed in table 9 included in
Section 15.1.1 of this Reference Document.
2009 Reference Document
105

17
Employees
17.2. Participating interests and share subscription or purchase options held by members
of the Board of Directors and other corporate officers (mandataires sociaux)
17.2.3. Awards of performance shares pursuant to Articles L. 225-197-1 et seq.
of the French Commercial Code
The following table sets forth information relating to the performance share grants outstanding at December 31, 2009:
Performance share grant 2007 Plan 2007 Plan 2007 Plan 2007 Plan 2007 Plan 2007 Plan
List 1 List 2
1 st additional
grant to list 1
1 st additional
grant to list 2
2 nd additional
grant to list 1
2 nd additional
grant to list 2
Date of Shareholders’ meeting April 28,
2006
April 28,
2006
April 28,
2006
April 28,
2006
April 28,
2006
April 28,
2006
Date of Board of Directors’
meeting
March 12,
2007
March 12,
2007
December 12,
2007
December 12,
2007
July 1,
2008
July 1,
2008
Number of shares granted 398,800 (1) 711,870 (1) 25,300 (1) 19,200 (1) 8,800 (2) 11,500 (2)
Share acquisition date March 13,
2010
March 13,
2011
December 12,
2010
December 12,
2011
July 2,
2011
July 2,
2012
Expiry date of the
conservation period
(conversion of shares)
March 13,
2012
March 13,
2011
December 12,
2012
December 12,
2011
Number of shares acquired
at December 31, 2009 234 0 0 0 0 0
Grants cancelled
at December 31, 2009 20,666 86,666 1,600 1,000 0 0
Shares remaining available
for acquisition
at December 31, 2009 377,900 625,204 23,700 18,200 8,800 11,500
Number of shares acquired
at February 28, 2010 0 0 0 0 0 0
Number of beneficiaries 514 1,199 34 29 21 51
Number of directors
and senior management
concerned 0 0 0 0 0 0
(1) The number of performance shares granted by the Boards of Directors of March 12, 2007 and December 12, 2007 is subject to a satisfactory performance over the period
2007/2010. This performance will be measured by the change in the Company’s net profits by share compared with the average of that of a representative sample of Group’s
competitors. 50% of the granted shares are subject to the level of achievement of the aforementioned performance recorded at the share acquisition start date.
(2) The number of performance shares definitively acquired by the Boards of Directors of July 1, 2008 and December 9, 2008 is subject to a satisfactory performance over the
period 2008-2011. This performance will be measured by the progression of the Group’s Consolidated Income in relation to a representative sample of Group’s competitors.
50% of the granted shares are subject to the level of achievement of the aforementioned performance recorded at the share acquisition start date.
(3) The number of performance shares granted by the Board of Directors of February 18, 2009 is subject to a satisfactory performance over the period 2009/2012 of the Group’s
Consolidated Income in relation to a representative sample of Group’s competitors. 50% of the granted shares are subject to the level of achievement of the aforementioned
performance recorded at the share acquisition start date.
(4) The number of performance shares granted by the Board of Directors of June 15, 2009 is subject to a satisfactory performance over the period 2009-2012 of the Group’s
Consolidated Income in relation to a representative sample of Group’s competitors. 50% of the granted shares are subject to the level of achievement of the aforementioned
performance recorded at the share acquisition start date, except in the case of the Chairman and Chief Executive Officer to whom no shares will be granted if the progression
of the Group’s Operating Income is less than that of each of the companies included in the sample.
(5) The number of performance shares granted by the Board of Directors of October 25, 2009 is subject to a satisfactory performance over the period 2009-2012 of the Group’s
Consolidated Income in relation to a representative sample of Group’s competitors. 50% of the granted shares are subject to the level of achievement of the aforementioned
performance recorded at the share acquisition start date.
July 2,
2013
July 2,
2012
Technip performance shares granted to and acquired by the
Company’s directors and officers (mandataires sociaux) during
the 2009 financial year are detailed in tables 6 and 7 included in
Section 15.1.1 of this Reference Document.
106 2009 Reference Document

Employees
17.2. Participating interests and share subscription or purchase options held by members
of the Board of Directors and other corporate officers (mandataires sociaux)
17
2008 Plan 2008 Plan 2008 Plan 2008 Plan 2008 Plan 2008 Plan 2009 Plan 2009 Plan 2009 Plan
List 1 List 2 List 1 List 2 List 1 List 2 List 1 List 2 List 1
Tranche 1 Tranche 1 Tranche 2 Tranche 2 Tranche 3 Tranche 3 Tranche 1 Tranche 1 Tranche 2
May 6, May 6, May 6, May 6, May 6, May 6, April 30, April 30, April 30,
2008 2008 2008 2008 2008 2008 2009 2009 2009
July 1, July 1, December 9, December 9, February 18, February 18, June 15, June 15, October 25,
2008 2008 2008 2008 2009 2009 2009 2009 2009
371,450 (2) 487,600 (2) 18,300 (2) 1,800 (2) 85,642 (3) 105,900 (3) 429,575 (4) 551,600 (4) 12,000 (5)
July 2, July 2, December 10, December 10, February 18, February 18, June 15, June 15, October 25,
2011 2012 2011 2012 2012 2013 2012 2013 2012
July 2,
2013
July 2,
2012
December 10,
2013
December 10,
2012
February 18,
2014
February 18,
2013
June 15,
2014
June 15,
2013
October 25,
2014
0 0 0 0 0 0 0 0 0
5,150 18,610 0 0 1,000 100 0 2,100 0
366,300 468,990 18,300 1,800 84,642 105,800 429,575 551,600 12,000
0 0 0 0 0 0 0 0 0
455 1,084 1 1 137 452 450 1,119 3
10 4 1 0 8 5 10 5 1
2009 Reference Document
107

Employees
17 17.3. Arrangements for involving the employees in the capital of the Company
The following table shows the Technip performance shares granted to the Company’s 10 employees (other than directors and officers
(mandataires sociaux)) who were granted the largest number of performance shares during the 2009 year:
Performance shares granted to first ten
non-director and non-officer employees
Performance shares granted during the
financial year by the issuer or by any
company included in the grant perimeter,
to the ten employees of the issuer and of
any company included within the grant
perimeter who were granted the largest
number of performance shares (aggregate
information)
Performance shares of the issuer or
of the aforementioned companies that
were acquired during the year by the
ten employees of the issuer or of these
companies who have the largest number of
performance shares (aggregate information)
Total number
of performance
shares*
Average
price
Acquisition date,
subject to compliance
with the conditions set
by the Board of Directors
Plan
number
Grant date
79,500 (France) June 15, 2009 June 15, 2012 2009 Plan
(Tranche 1
List 1)
36,500 (outside
France)
234 €32.50
N/A June 15, 2009 June 15, 2013 2009 Plan
(Tranche 1
List 2)
March 12,
2007
May 25, 2009
2007 Plan
Tranche 1
List 1
* The number of performance shares granted by the Board of Directors of June 15, 2009 is subject to a satisfactory performance over the period 2009-2012 of the Group’s
Consolidated Income in relation to a representative sample of Group’s competitors. 50% of the granted shares are subject to the level of achievement of the aforementioned
performance recorded at the share acquisition start date.
17.3. Arrangements for involving the employees in the capital
of the Company
17.3.1. Profit sharing
Pursuant to applicable law, French companies within the Group
that have at least 50 employees and which generate sufficient
profits must distribute a profit-sharing amount to their employees.
For the 2009 financial year, the total profit-sharing amount to be
paid in France was estimated at €13.7 million. Each company
negotiates and signs a profit-sharing agreement. The Group
Savings Plan (Plan d’Épargne de Groupe, or “PEG”) and the Group
Pension Savings Plan (Plan d’Épargne pour la Retraite Collectif, or
“PERCO”) provide for the possibility of distributing profit-sharing
amounts into different company mutual funds (Fonds Communs
de Placement d’Entreprise, or “FCPE”).
17.3.2. Incentive profit sharing
For the 2009 financial year, several of the Group’s French companies
had an incentive profit sharing agreement in place: Technip,
Technip France, Flexi France, Technip TPS, Seal Engineering and
Setudi. Calculation methods vary for each company according
to their business. Employees choose between a direct payment
option, a transfer to the PEG where the amounts are locked-up
for a period of five years and an allocation to the PERCO where
the amounts are locked-up until retirement.
The employees of Technip Iberia and Technip Italy also benefit
from a similar mechanism implemented pursuant to locally
applicable regulations.
For the 2009 financial year, the total amount of incentive profit
sharing paid in the Group’s subsidiaries was approximately
€12.8 million.
17.3.3. Group Saving Plan–Employee
Share Ownership
The Group Savings Plan (Plan d’Épargne de Groupe, or “PEG”) has
been in place since May 31, 1991 and has been revised several
times. It was last updated on April 25, 2008.
Its purpose is to enable employees to build, with the help of
their company, a collective portfolio of marketable securities
and to benefit, where applicable, from social security and tax
benefits applicable to this form of collective savings. The total
amount invested in the PEG at December 31, 2009 amounted
to €115.6 million, including €50.3 million in the form of employee
shareholding.
At any time during the year, members may invest assets in the
PEG and can choose between the various company mutual funds
(Fonds Communs de Placement d’Entreprise, or “FCPE”), whose
portfolios are invested in shares, bonds or monetary instruments
pursuant to a management strategy corresponding to a specific
investment goal. One of these funds is fully invested in Technip’s
listed shares and allows employees to be associated with the
Group’s development.
108 2009 Reference Document

Employees
17.3. Arrangements for involving the employees in the capital of the Company 17
Other FCPEs created within the PEG are reserved for purposes
of share capital increases reserved for employees, including
employees of foreign companies that have joined the PEG.
The PEG provides a common framework for all Group companies
that have joined in terms of the payments that can be made,
the means by which company profits can be shared, investment
options and general operating regulations.
17.3.4. Group Pension Savings Plan
The Group Pension Savings Plan (Plan d’Épargne pour la Retraite
Collectif, or “PERCO”) was first introduced on July 1, 2006
following the Group agreement of June 16, 2006. It is open to
all employees who have at least three months seniority and who
are employed by any of the Group’s French companies that have
joined the PERCO.
Its purpose is to enable employees to build, with the help of
their company, pension savings and to benefit, where applicable,
from social security and tax benefits applicable to this form of
collective savings.
The total amount invested in the PERCO at December 31, 2009
was €10.5 million.
It is composed of various company FCPEs whose portfolios are
invested in shares, bonds or monetary instruments depending on
the management strategy chosen by each employee.
2009 Reference Document
109

18
Principal Shareholders
18.1. The Company’s Principal Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110
18.1.1. Change in share capital and voting rights over the past three years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .110
18.1.2. Shareholders’ notices and crossing of thresholds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .112
18.2. Shareholder Voting Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113
18.3. Controlling Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113
18.4. Agreements that may result in a Change of Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113
18.1. The Company’s Principal Shareholders
18.1.1. Change in share capital and voting rights over the past three years
Breakdown of share capital as at December 31, 2009
As at December 31, 2009, to the Company’s knowledge and on the basis of statements and documents received by the Company,
the breakdown of those of the shareholders of the Company who held 1% or more of the share capital and voting rights was:
Number of
shares
Percentage
shareholding
Number
of voting rights*
Percentage
voting rights
Shareholders
BLACKROCK INC 6,148,856 5.60% 6,148,856 5.50%
TRADEWINDS NWQ 5,497,183 5.00% 5,497,183 4.95%
CAISSE DES DÉPÔTS ET CONSIGNATIONS
(indirectly via the Fonds Stratégique d’investissement) 5,472,000 5.00% 5,472,000 4.90%
CAUSEWAY CAPITAL MANAGEMENT 4,756,416 4.35% 4,756,416 4.25%
NATIXIS 4,624,671 4.25% 4,624,671 4.15%
OPPENHEIMER FUNDS INC 3,880,070 3.55% 3,880,070 3.50%
INSTITUT FRANÇAIS DU PÉTROLE 3,088,212 2.80% 6,176,424 5.55%
AMUNDI ASSET MANAGEMENT 2,642,015 2.40% 2,642,015 2.40%
BNP PARIBAS 1,634,055 1.50% 1,634,055 1.50%
T.ROWE PRICE ASSOCIATES INC 1,300,685 1.20% 1,300,685 1.15%
ALLIANCEBERNSTEIN 1,275,479 1.20% 1,275,479 1.15%
AXA INVESTMENT MANAGERS 1,158,079 1.10% 1,158,079 1.05%
Self-owned** 3,065,910 2.80% 0 0.00%
Group employees*** 2,581,073**** 2.35% 4,020,019 3.60%
Public 62,218,590 56.90% 62,729,046 56.35%
TOTAL 109,343,294 100.00% 111,314,998 100.00%
* Including double voting rights (article 12 of the Company’s articles of association). As at December 31, 2009, 5,037,614 shares carried double voting rights.
As at December 31, 2009, the total number of voting rights calculated on the basis of all of the shares to which they are attached, including shares stripped
of voting rights (in accordance with the last paragraph of Article 223-11 of the AMF’s General Regulations), amounted to 114,380,908.
** As at December 31, 2009, the Company did not own any treasury shares.
*** Employees according to Article L. 225-102, paragraph 2 of the French Commercial Code.
**** Including 2,343,885 shares held through company mutual funds.
110 2009 Reference Document

Principal Shareholders
18.1. The Company’s Principal Shareholders 18
Change in the breakdown of share capital and voting rights over the past three years
Over the past three years, to the Company’s knowledge and on the basis of statements and documents received by the Company, the
breakdown of those of the Company’s shareholders holding 1% or more of the share capital and voting rights was as follows:
Share
capital
December 31
2007 2008 2009
Voting Share Voting Share
rights* capital rights* capital
Voting
rights*
BLACKROCK INC - - - - 5,60% 5,50%
TRADEWINDS NWQ 3.60% 3.60% 5.70% 5.60% 5.00% 4.95%
CAISSE DES DÉPÔTS ET CONSIGNATIONS
(indirectly via the Fonds Stratégique
d’investissement) - - - - 5.00% 4.90%
CAUSEWAY CAPITAL MANAGEMENT 5.10% 5.00% 5.40% 5.30% 4.35% 4.25%
NATIXIS - - 1.30% 1.25% 4.25% 4.15%
OPPENHEIMER FUNDS INC 5.40% 5.30% 4.75% 4.65% 3.55% 3.50%
INSTITUT FRANÇAIS DU PÉTROLE 2.90% 5.60% 2.80% 5.55% 2.80% 5.55%
AMUNDI ASSET MANAGEMENT - - - - 2.40% 2.40%
BNP PARIBAS - - - - 1.50% 1.50%
T. ROWE PRICE ASSOCIATES INC 1.50% 1.50% 1.50% 1.45% 1.20% 1.15%
ALLIANCEBERNSTEIN - - 4.75% 4.65% 1.20% 1.15%
AXA INVESTMENT MANAGERS - - - - 1.10% 1.05%
ING GROEP NV 5.15% 5.10% 5.00% 4.95% - -
GROUPE BARCLAYS - - 4.65% 4.55% - -
CAPITAL RESEARCH 4.70% 4.60% 4.65% 4.50% - -
UBS - - 1.60% 1.60% - -
FCP GROUPAMA 1.15% 1.10% 1.15% 1.10% - -
AMBER CAPITAL 1.10% 1.05% - - - -
ARTISAN FUNDS INC 3.95% 3.90% - - - -
Self-owned 2.90% 0.00% 2.80% 0.00% 2.80% 0.00%
Group employees*** 2.40%** 4.10% 2.90% 4.30% 2.35% 3.60%
Public 60.15% 59.15% 51.05% 50.55% 56.90% 56.35%
TOTAL 100% 100% 100% 100% 100% 100%
* Including double voting rights.
The total number of Company shares at the end of 2007, 2008 and 2009 financial years amounted to, respectively, 107,353,774 shares, 109,317,564 shares
and 109,343,294 shares.
** The number of shares held by employees includes employees who hold shares as a result of the exercise of options.
*** Employees according to Article L. 225-102 o the French Commercial Code.
2009 Reference Document
111

Principal Shareholders
18 18.1. The Company’s Principal Shareholders
18.1.2. Shareholders’ notices and crossing of thresholds
Between January 1, 2009 and December 31, 2009, the Company received the following notices from its shareholders, relating to the
crossing of thresholds as provided by law or by its articles of association and all other declarations:
Notification
Date
Effective
date
Number
of shares
held
Share capital
threshold
crossed*
Number of
voting rights
held
Voting rights
threshold
crossed*
AMF notice
number,
if any
SHAREHOLDER
FCP GROUPAMA 01/15/2009 01/15/2009 1,461,388 1.34% (u) 1,461,388
BARCLAYS 02/11/2009 02/05/2009 5,492,901 5.02% (u) 5,492,901 4.80% N° 209C0245
BARCLAYS 02/26/2009 02/23/2009 5,746,689 5.26% (u) 5,746,689 5.02% N° 209C0335
CRÉDIT SUISSE 04/01/2009 04/01/2009 1,160,482 1.06% (u) 1,160,482 1.06%
ING 04/02/2009 03/31/2009 5,356,897 4.90% (d) 5,356,897 4.68% N° 209C0489
CRÉDIT AGRICOLE 04/02/2009 04/01/2009 1,100,527 1.01% (u)
CRÉDIT AGRICOLE 04/06/2009 04/02/2009 1,077,931 0.99% (d)
CRÉDIT SUISSE 04/15/2009 04/15/2009 2,532,182 2.32% (u) 2,532,182 2.32%
CRÉDIT SUISSE 04/28/2009 04/28/2009 3,435,335 (u) 3,435,335 3.14%
UBS 05/01/2009 04/29/2009 693,564 0.63% (d) 693,564 0.61%
UBS 05/13/2009 05/11/2009 2,163,287 1.98% (u) 2,163,287 1.89%
UBS 05/15/2009 05/13/2009 859,691 0.79% (d) 859,691 0.75%
CRÉDIT SUISSE 05/18/2009 05/18/2009 3,201,059 2.93% (d) 3,201,059 2.93%
UBS 05/21/2009 05/19/2009 1,242,269 1.14% (u) 1,242,269 1.09%
UBS 05/22/2009 05/20/2009 1,026,735 0.94% (d) 1,026,735 0.90%
UBS 05/26/2009 05/21/2009 1,408,558 1.29% (u) 1,408,558 1.23%
CRÉDIT SUISSE 05/26/2009 05/26/2009 1,953,857 1.79% (d) 1,953,857 1.79%
UBS 05/26/2009 05/22/2009 840,690 0.77% (d) 840,690 0.74%
BARCLAYS 05/28/2009 05/26/2009 5,418,532 4.96% (d) 5,418,532 4.74% N° 209C0762
CRÉDIT SUISSE 05/29/2009 05/29/2009 763,368 (d) 763,368 0.70%
CDC (FSI) 06/25/2009 06/25/2009 3,629,398 3.32% (u) 3,629,398 3.17%
CDC (FSI) 07/13/2009 07/08/2009 4,678,379 4.28% (u) 4,678,379 4.09%
CDC (FSI) 07/21/2009 07/15/2009 5,282,504 4.83% (u) 5,282,504 4.61%
TRADEWINDS 07/24/2009 07/20/2009 5,497,183 5.03% (d) 5,497,183 4.81% N° 209C1037
CRÉDIT SUISSE 07/31/2009 07/31/2009 1,105,687 1.01% (u)
CAUSEWAY 08/11/2009 08/07/2009 5,698,509 5.21% (d) 5,698,509 4.98% N° 209C1117
CRÉDIT SUISSE 08/11/2009 08/11/2009 1,071,173 0.97% (d)
FCP GROUPAMA 08/17/2009 08/17/2009 989,228 0.90% (d) 989,228 0.88%
CRÉDIT SUISSE 09/03/2009 09/03/2009 1,102,907 1.0089% (d) 1,102,907
CRÉDIT SUISSE 09/04/2009 09/04/2009 1,048,824 0.9594% (d) 1,048,824
CDC (FSI) 09/09/2009 09/03/2009 5,472,000 5.01% (u) 5,472,000 4.78% N° 209C1167
BNP PARIBAS 09/10/2009 09/09/2009 2,187,907 2.0013% (u) 2,187,907 1.91%
BNP PARIBAS 09/11/2009 09/10/2009 2,186,331 1.9998% (d) 2,186,331 1.91%
CRÉDIT AGRICOLE 09/21/2009 09/18/2009 2,642,015 2.42% (u) 2,642,015 2.31%
ING 09/23/2009 09/21/2009 3,203,706 2.93% (d)
BNP PARIBAS 09/23/2009 09/22/2009 2,244,984 2.0534% (u) 2,244,984 1.963%
BNP PARIBAS 09/25/2009 09/23/2009 2,289,604 2.0942% (u) 2,289,604 2.002%
BNP PARIBAS 09/28/2009 09/25/2009 2,251,793 2.0596% (u) 2,251,793 1.97%
CRÉDIT SUISSE 09/29/2009 09/29/2009 1,369,263 1.25% (u)
CRÉDIT SUISSE 09/30/2009 09/30/2009 911,820 0.83% (u)
BNP PARIBAS 10/01/2009 09/29/2009 2,084,912 1.9070% (d) 2,084,912 1.823%
CAUSEWAY 10/02/2009 09/30/2009 5,462,666 4.99% (d) 5,462,666 4.78% N° 209C1227
CAUSEWAY 10/05/2009 10/02/2009 5,475,301 5.01% (u) 5,475,301 4.79% N° 209C1241
CAUSEWAY 10/14/2009 10/13/2009 5,430,520 4.97% (d) 5,430,520 4.75% N° 209C1278
NATIXIS 10/16/2009 10/01/2009 3,250,868 2.97% (u) 3,250,868
BLACKROCK INC
(having purchased
Barclays) 12/09/2009 12/01/2009 5,878,421 5.38% (u) 5,878,421 5.14% N° 209C1482
* d = crossing of threshold downwards/ u = crossing of threshold upwards.
This table only includes information provided in the notices and declarations received by the Company.
112 2009 Reference Document

Principal Shareholders
18.4. Agreements that may result in a Change of Control 18
At the Company’s request, Euroclear France drew up a statement
(the “TPI statement”), dated December 7, 2009, of identifiable
bearer shares with no restriction on the number of shares held
by shareholders or by financial intermediaries. The TPI statement
listed 43,822 shareholders holding shares in bearer form. The
statement also showed that 84.3% of the shares are held by institutional
investors which are geographically distributed as follows:
30.6% in North America, 27.4% in France, 11.4% in the United
Kingdom and Ireland, 8.9% in Continental Europe and 6.0% over
the rest of the world.
At the date of this report, individuals held 6.2% of the shares.
At December 31, 2009, 1,689 shareholders held their shares in
registered form in their name (inscrit au nominatif pur).
Between January 1, 2010 and March 4, 2010, the Company received the following notices from its shareholders, relating to the crossing
of thresholds as provided by law or by its articles of association, and all other declarations:
Notification
Date
Effective
date
Number
of shares
held
Share
capital
threshold
crossed*
Number
of voting
rights held
Voting
rights
threshold
crossed*
SHAREHOLDER
T.ROWE PRICE 01/12/2010 09/30/2009 1,259,670 1,259,670
BLACKROCK 01/26/2010 12/31/2009 6,148,856 5.62% 6,148,856
NATIXIS 01/28/2010 12/31/2009 4,624,671
TRADEWINDS 01/29/2010 12/31/2009 5,497,183 5,497,183
CAUSEWAY 01/29/2010 12/31/2009 4,756,416 4,756,416
AXA INVESTMENTS 02/01/2010 12/31/2009 1,158,079
BNP PARIBAS 02/01/2010 12/31/2009 1,634,055
ALLIANCEBERNSTEIN 02/02/2010 12/31/2009 1,275,479
ING 02/05/2010 12/31/2009 869,375 0.80%
OPPENHEIMER FUNDS 02/09/2010 12/31/2009 3,880,070
CAISSE DES DÉPÔTS ET CONSIGNATIONS
(indirectly via the Fonds Stratégique
d’investissement) 02/11/2010 02/08/2010 5,729,398 5.23% 5,729,398 5.01%
CRÉDIT SUISSE 02/24/2010 02/24/2010 1,806,616 1.6247%
CRÉDIT SUISSE 02/25/2010 02/25/2010 2,276,119 2.0469%
CRÉDIT SUISSE 03/04/2010 03/04/2010 3,462,634 3.1139%
* d = crossing of threshold downwards/ u = crossing of threshold upwards.
This table only includes information provided in the notices and declarations received by the Company.
AMF
notice
number,
if any
18.2. Shareholder Voting Rights
Among the Company’s main shareholders as indicated in Section 18.1 of this Reference Document, only the Institut Français du Pétrole
holds double voting rights.
18.3. Controlling Interest
At the date of this Reference Document and to the Company’s
knowledge, none of the shareholders has more than 5.62%
(Blackrock Inc) of the Company’s share capital, as indicated in
the table included in Section 18.1.2 of this Reference Document.
None of the shareholders thus holds a controlling interest in the
Company, either directly or indirectly.
18.4. Agreements that may result in a Change of Control
To the Company’s knowledge, there are no arrangements between
or among its main shareholders, the implementation of which
could at a subsequent date result in a change in control of the
Company.
The articles of association and the Internal Charter of the
Company do not contain any provisions that could delay, defer or
prevent a change in control of its shareholding.
A takeover could potentially trigger the relevant provisions
of certain commercial contracts having an “intuitu personae”
dimension, especially regarding license contracts. The direct effect
of these provisions which give, for example, a licensor the option
to challenge granted rights, should not result in the prevention
or delay of a change in control but could, as the case may be,
decrease the Group’s access to certain markets.
2009 Reference Document
113

19
Related Party
Transactions
19.1. Main Related Party Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114
19.2. Statutory Auditors’ Special Report on Certain Related Party
Transactions for the Financial Year 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 115
19.1. Main Related Party Transactions
Technip’s related party transactions mainly consist of re-invoicing
Group management and organization costs through a management
fee, as well as costs related to insurance policies, and fees on
guarantees given by the Company (see Note 6.14 to the Statutory
Accounts as of December 31, 2009, included in Section 20.2 of
this Reference Document).
Regulated agreements are described in the Statutory Auditors’
Special Report included in Section 19.2 of this Reference
Document.
114 2009 Reference Document

Related Party Transactions
19.2. Statutory Auditors’ Special Report on Certain Related Party Transactions for the Financial Year 2009 19
19.2. Statutory Auditors’ Special Report on Certain Related Party
Transactions for the Financial Year 2009
This is a free translation in English of the Statutory Auditors’ special reports on certain transactions issued in the French language. It is
solely provided for English speaking readers. This report includes information specifically required by French Law. This report on certain
related party transaction should be read in conjunction with and construed in accordance with French Law and professional auditing
standards applicable in France.
PricewaterhouseCoopers Audit
63, rue de Villiers
92208 Neuilly-sur-Seine Cedex
France
ERNST & YOUNG et Autres
41, rue Ybry
92576 Neuilly-sur-Seine Cedex
France
Special Report of the Statutory Auditors on Certain Related Party Transactions
For the year ended December 31, 2009
To the Shareholders,
Technip
Tour Technip
6-8, allée de l’Arche
92973 Paris La Défense
In our capacity as Statutory Auditors of Technip, we hereby present our report on certain related party transaction.
Our responsibility does not include identifying any undisclosed agreements. We are required to report to shareholders, based on the
information provided, the main terms and conditions of the agreements that have been disclosed to us, without commenting on their
relevance or substance. Under the provisions of article R. 225-31 of the French Commercial Code, it is the responsibility of shareholders
to determine whether the agreements are appropriate and should be approved.
Related Party Transaction Authorized within the auditing period
We inform you that we were not advised that new related party transaction were concluded during the auditing period and subjected
to provisions of the article L. 225-38 of the French Commercial Code.
Continuing agreements which were entered into prior year
In application of the French Commercial Code, we were advised that the following agreements which were entered into in prior years
remained in force during the year.
Consulting contract with Mr. Daniel Valot
In its meeting of September 27, 2006, the Board of Directors decided to sign with Mr. Daniel Valot a consulting contract for a two year
period. This contract is based on a daily rate of €4,000 (excluding taxes) for 80 days of service per year. In 2009, Mr. Daniel Valot was paid
€191,360 in relation to this consulting contract. The contract ended on April 2009.
Subsidy granted to Technip Marine (M) SDN BHD (Malaysia)
In its meeting of December 9, 2008, the Board of Directors authorised a subsidy to its subsidiary Technip Marine (M) SDN BHD (Malaysia).
The purpose of this subsidy is to restore the net equity of the subsidiary that holds the Group activity licence in Malaysia for the Offshore
segment.
The amount of the subsidy is capped at US$102 million. The amount attributed in 2008 was €21 million and took into account expected
insurance benefits. An additional subsidy could have been granted to Technip Marine (M) SDN BHD in 2009 had the insurance benefits
effectively received been less than those anticipated.
The subsidy granted by Technip to Technip Marine (M) SDN BHD in 2009 amounted to €13.1 million.
2009 Reference Document
115

Related Party Transactions
19 19.2. Statutory Auditors’ Special Report on Certain Related Party Transactions for the Financial Year 2009
Commitments towards Mr. Thierry Pilenko in case of cessation of his offices
In its meeting of February 18, 2009, the Board of Directors decided to limit the commitments signed for the benefit of Mr. Thierry
Pilenko in such case to a non-complete clause allowing the payment of an indemnity capped at two years of gross compensation (base
compensation plus target variable compensation), in compliance with AFEP-MEDEF recommendations.
Moreover, the Board of Directors suppressed all other measures formerly applicable on this matter.
Mr. Thierry Pilenko’s supplemental pension plan
It has been decided during the Board Meetings of the April 27, 2007 and February 20, 2008 to grant Mr. Thierry Pilenko a supplemental
pension plan whose characteristics are described thereafter.
As a member of the senior executive team of Technip, Mr. Thierry Pilenko will benefit from a supplemental defined contribution benefit
pension plan which is calculated as follows: 8% of the annual gross compensation capped to 8 times the upper limit of salary deductions
for social security contribution. He will also have a defined contribution benefit pension plan as member of Technip Executive Committee
which is calculated as follows: for each year of service, but limited to 15 years, a retirement resource guarantee equal to 1.8% of
“Tranche 4” of the annual gross paid compensation, i.e. the one above 8 times the upper yearly limit of salary deductions for French
social security regime.
In 2009, the contribution paid by your company for the supplementary pension plan of Mr. Pilenko amounted to €21,957.
We have carried out our work in accordance with the professional standards applicable in France. These standards require that we
performed procedures to verify that the information given to us agrees with the underlying documents.
Neuilly-sur-Seine, March 17, 2010
The Statutory Auditors
PricewaterhouseCoopers Audit
Louis-Pierre Schneider
ERNST & YOUNG et Autres
Nour-Eddine Zanouda
116 2009 Reference Document

20
Financial Information
on the Company’s Assets,
Financial Situation
and Results
20.1. Consolidated Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 118
20.1.1. Statutory Auditors’ Report on the Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .120
20.1.2. Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .122
1. Consolidated Income Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .122
2. Consolidated Statement of Comprehensive Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .122
3. Consolidated Balance Sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .123
4. Consolidated Cash Flow Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .124
5. Consolidated Statement of Changes in Shareholders’ Equity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .125
6. Notes to the Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .126
20.2. Statutory Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 177
20.2.1. Statutory Auditors’ Report on the Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .178
20.2.2. Statutory Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .180
1. Balance Sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .180
2. Income Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .181
3. Cash Flow Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .182
4. Notes on Accounting Principles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .182
5. Main Events of the Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .183
6. Notes to the Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .184
7. Subsidiaries and Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .194
20.3. Dividend Distribution Policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 195
20.4. Legal and Arbitration Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 195
ITP dispute . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .195
TSKJ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .196
20.5. Significant Changes in the Financial or Commercial Position . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 196
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20
Financial Information on the Company’s Assets, Financial Situation and Results
20.1. Consolidated Financial Statements
20.1. Consolidated Financial Statements
20.1.1. Statutory Auditors’ Report on the Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . 120
20.1.2. Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 122
1. Consolidated Income Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 122
2. Consolidated Statement of Comprehensive Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 122
3. Consolidated Balance Sheet. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 123
4. Consolidated Cash Flow Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 124
5. Consolidated Statement of Changes in Shareholders’ Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 125
6. Notes to the Consolidated Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 126
Note 1 – Summary of Significant Accounting Principles. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .126
A. Accounting Framework . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .126
B. Consolidation Principles. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .127
C. Rules and Estimates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .127
(a) Use of Estimates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .127
(b) Long-Term Contracts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .127
(c) Foreign Currency Transactions and Financial Instruments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .128
(d) Business Combinations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .129
(e) Segment Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .129
(f) Operating Income from Recurring Activities and Operating Income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .130
(g) Financial Result on Contracts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .130
(h) Income / (Loss) from Discontinued Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .130
(i) Earnings per Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .130
(j) Property, Plant and Equipment (Tangible Assets) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .130
(k) Intangible Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .131
(l) Other Financial Assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .131
(m) Inventories. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .131
(n) Advances Paid to Suppliers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .131
(o) Trade Receivables. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .131
(p) Cash and Cash Equivalents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .132
(q) Treasury Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .132
(r) Stock Options and Free Share Allocations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .132
(s) Capital Increase Reserved for Employees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .132
(t) Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .132
(u) Deferred Income Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .132
(v) Financial Debts (Current and Non-Current) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .133
(w) Assets and Liabilities Held for Sale. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .133
Note 2 – Scope of Consolidation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .133
(a) Changes in Scope of Consolidation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .133
(b) Scope of Consolidation as of December 31, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .134
Note 3 – Segment Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .137
(a) Information by Business Segment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .137
(b) Information by Geographical Segment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .139
Note 4 – Operating Income / (Loss). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .139
(a) Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .139
(b) Cost of Sales by Nature . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .140
(c) Research and Development Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .140
(d) Administrative Costs by Nature. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .140
(e) Other Operating Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .140
(f) Other Operating Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .140
(g) Income / (Loss) from Sale of Activities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .140
(h) Other Non-Current Income and Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .141
(i) Employee Benefit Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .141
Note 5 – Financial Income and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .141
(a) Financial Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .141
(b) Financial Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .141
Note 6 – Income Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .142
(a) Income Tax Expense. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .142
(b) Income Tax Reconciliation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .142
(c) Deferred Income Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .143
(d) Tax Loss Carry-Forwards and Tax Credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .143
Note 7 – Income / (Loss) from Discontinued Operations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .143
Note 8 – Earnings per Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .144
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Financial Information on the Company’s Assets, Financial Situation and Results
20.1. Consolidated Financial Statements 20
Note 9 – Property, Plant and Equipment (Tangible Assets) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .144
Note 10 – Intangible Assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .145
(a) Changes in Net Intangible Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .146
(b) Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .146
Note 11 – Investments in Associates Accounted for Using the Equity Method . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .147
Note 12 – Other Financial Assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .148
Note 13 – Available-for-Sale Financial Assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .148
Note 14 – Inventories. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .148
Note 15 – Construction Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .149
Note 16 – Trade Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .149
Note 17 – Other Current Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .150
Note 18 – Cash and Cash Equivalents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .150
Note 19 – Assets and Liabilities Held for Sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .150
Note 20 – Shareholders’Equity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .151
(a) Changes in the Parent Company’s Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .151
(b) Technip Shareholders as of December 31 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .151
(c) Treasury Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .151
(d) Fair Value Reserves. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .152
(e) Distributable Retained Earnings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .152
(f) Statutory Legal Reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .152
(g) Dividends Paid and Proposed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .152
(h) Executive Stock Option Plans and Share Purchase Option Plans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .153
(i) Free Share Allocation Plans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .156
(j) Capital Increase Reserved for Employees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .157
(k) Capital Management. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .158
Note 21 – Financial Debts (Current and Non-Current) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .159
(a) Financial Debts, Breakdown by Nature. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .159
(b) Comparison of Carrying Amount and Fair Value of Non-Current Financial Debts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .159
(c) Analysis by Type of Interest Rate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .159
(d) Analysis by Currency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .160
(e) Schedule of Financial Debts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .160
(f) Secured Financial Debts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .160
Note 22 – Pensions and other Post-Employment Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .160
(a) Description of the Group’s Current Benefit Plans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .161
(b) Net Benefit Expense Recognized in the Income Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .161
(c) Benefit Asset/Liability Recognized in the Balance Sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .162
(d) Actuarial Assumptions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .163
Note 23 – Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .164
(a) Changes in Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .164
(b) Schedule of Provisions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .164
Note 24 – Trade Payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .165
Note 25 – Other Current and Non-Current Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .165
Note 26 – Financial Instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .166
(a) Financial Assets and Liabilities by Category. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .166
(b) Gains and Losses by Category of Financial Instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .167
(c) Derivative Financial Instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .167
Note 27 – Payroll Staff. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .168
Note 28 – Related Party Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .168
(a) Transactions with Related Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .168
(b) Assets and Liabilities, Income and Expenses with respect to Associates in Joint Ventures. . . . . . . . . . . . . . . . . . . . . . . .168
(c) Salary and Benefits of the Chief Executive Officer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .168
(d) Salary and Benefits of the Main Group Managers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .169
Note 29 – Board of Directors Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .169
Note 30 – Joint Ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .169
Note 31 – Off-Balance Sheet Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .170
(a) Capital Leases and Operating Leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .170
(b) Bank and Commercial Guarantees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .170
Note 32 – Litigations and Contingent Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .171
(a) Litigations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .171
(b) Contingent Liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .172
Note 33 – Market Related Exposure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .173
(a) Liquidity Risk. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .173
(b) Foreign Currency Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .174
(c) Interest Rate Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .175
(d) Credit Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .175
Note 34 – Auditors’ Fees and Services. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .176
Note 35 – Subsequent Events. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .176

20
Financial Information on the Company’s Assets, Financial Situation and Results
20.1. Consolidated Financial Statements
20.1.1. Statutory Auditors’ Report on the Consolidated
Financial Statements
This is a free translation into English of the statutory auditors’ report issued in French and is provided solely for the convenience of English
speaking users. The statutory auditors’ report includes information specifically required by French law in such reports, whether modified
or not. This information is presented below the opinion on the consolidated financial statements and includes an explanatory paragraph
discussing the auditors’ assessments of certain significant accounting and auditing matters. These assessments were considered for the
purpose of issuing an audit opinion on the consolidated financial statements taken as a whole and not to provide separate assurance on
individual account captions or on information taken outside of the consolidated financial statements.
This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable
in France.
PricewaterhouseCoopers Audit
63, rue de Villiers
92208 Neuilly-sur-Seine Cedex
France
ERNST & YOUNG et Autres
41, rue Ybry
92576 Neuilly-sur-Seine Cedex
France
Statutory Auditors’ Report on the Consolidated Financial Statements
For the year ended December 31, 2009
To the Shareholders,
Technip – Tour Technip – 6-8, allée de l’Arche – 92973 Paris-La Défense – France
In compliance with the assignment entrusted to us by your Annual General Meeting, we hereby report to you, for the year ended
December 31, 2009, on:
■
■
■
the audit of the accompanying consolidated financial statements of Technip;
the justification of our assessments;
the specific verification required by law.
These consolidated financial statements have been approved by the Board of Directors. Our role is to express an opinion on these
consolidated financial statements based on our audit..
I. Opinion on the Consolidated Financial Statements
We conducted our audit in accordance with professional standards applicable in France; those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit
involves performing procedures, using sampling techniques or other methods of selection, to obtain audit evidence about the amounts
and disclosures in the consolidated financial statements. An audit also includes evaluating the appropriateness of accounting policies
used and the reasonableness of accounting estimates made, as well as the overall presentation of the consolidated financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
In our opinion, the consolidated financial statements give a true and fair view of the assets and liabilities and of the financial position
of the Group as at 31 December 2009 and of the results of its operations for the year then ended in accordance with International
Financial Reporting Standards as adopted by the European Union.
Without qualifying our opinion, we draw your attention to the matter set out in the note 32 “Litigation and Contingent Liabilities” in the
consolidated financial statements regarding the risk concerning an on-going procedure in connection with a project in Nigeria carried
by a joint-venture held in 25% by Technip as well as its impact on the financial statements.
120 2009 Reference Document

Financial Information on the Company’s Assets, Financial Situation and Results
20.1. Consolidated Financial Statements 20
II. Justification of our assessments
In accordance with the requirements of article L.823-9 of the French Commercial Code (code de commerce) relating to the justification
of our assessments, we bring to your attention the following matters:
■
■
■
■
As indicated in the Note 1.C.(a) and 1.C.(b) to the financial statements, Technip uses significant accounting estimates to determine
the margin at completion for each long term contract which is based on an analysis of total costs and income at completion, that are
reviewed periodically and regularly throughout the life of contract. Within the scope of our assessment of the significant estimates
used to prepare the financial statements, we reviewed the processes set up by the Company in this respect, assessed the data and
assumptions used as a basis for these estimates, and compared the accounting estimates of the previous periods with the corresponding
actual figures.
As indicated in Notes 1.C.(a) and 1.C.(d) to the consolidated financial statements, Technip annually carries out an impairment test
for the goodwill by using the discounted future cash flow method, as determined on the basis of strategic plans drawn up by the
Company and presented to the Board. Within the scope of our assessment of the significant estimates used to prepare the financial
statements, we have reviewed the assumptions adopted, the calculations made by the Company and the consistency of the methods
used, and we have ensured that Note 10 provides adequate information in this regard.
The recoverability of deferred income tax assets recognized as of December 31, 2009, and more specifically those arisen from unused
tax loss carryforwards, have been evaluated by Technip on the basis of the forecast data from the Group strategic plans for each fiscal
perimeter. We have reviewed the recoverability tests on those tax assets made by Technip and described within Note 1.C.(u).
We have ensured that the established procedures ensure the collection, evaluation and recording in the accounts of any litigation in
satisfactory conditions. We have specifically ensured that the litigations identified by Technip while applying these procedures were
accurately described within the appendix notes to the financial statements and particularly within Note 32.
We carried out an assessment of the reasonableness of these estimates. As described in Note C, we point out that, since forecasts are
inherently uncertain, actual figures may sometimes vary significantly.
These assessments were made as part of our audit of the consolidated financial statements taken as a whole, and therefore contributed
to the opinion we formed which is expressed in the first part of this report.
III. Specific verifications
As required by law, we have also verified in accordance with professional standards applicable in France the information presented in
the Group’s management report. We have no matters to report as to its fair presentation and its consistency with the consolidated
financial statements.
Neuilly-sur-Seine, March 17, 2010
PricewaterhouseCoopers Audit
Louis-Pierre Schneider
The Statutory Auditors
ERNST & YOUNG et Autres
Nour-Eddine Zanouda
2009 Reference Document
121

20
Financial Information on the Company’s Assets, Financial Situation and Results
20.1. Consolidated Financial Statements
20.1.2. Consolidated Financial Statements
1. Consolidated Income Statement
12 months
In millions of Euro Notes 2009 2008
Revenues 4 (a) 6,456.0 7,481.4
Cost of Sales 4 (b) (5,314.1) (6,341.7)
Gross Margin 1,141.9 1,139.7
Research and Development Costs 4 (c) (53.5) (44.9)
Selling Costs (149.2) (121.4)
Administrative Costs 4 (d) (272.7) (287.7)
Other Operating Income 4 (e) 27.7 25.5
Other Operating Expenses 4 (f) (17.5) (54.3)
Operating Income/(Loss) from Recurring Activities 676.7 656.9
Income from Sale of Activities 4 (g) 5.3 -
Charges from Sale of Activities 4 (g) (7.8) -
Provision for Litigation 4 (h) (245.0) -
Operating Income/(Loss) 429.2 656.9
Financial Income 5 (a) 478.0 456.9
Financial Expenses 5 (b) (538.7) (467.9)
Share of Income/(Loss) of Associates Accounted for Using the Equity Method 11 4.7 2.2
Income/(Loss) before Tax 373.2 648.1
Income Tax Expense 6 (194.7) (193.8)
Income Tax Expense on Provision for Litigation 6 - -
Income/(Loss) from Continuing Operations 178.5 454.3
Income/(Loss) from Discontinued Operations 7 - -
Net Income/(Loss) for the Year 178.5 454.3
Attributable to:
Shareholders of the Parent Company 170.4 448.0
Minority Interests 8.1 6.3
Earnings per Share (in Euros) 8 1.60 4.27
Diluted Earnings per Share (in Euros) 8 1.59 4.25
2. Consolidated Statement of Comprehensive Income
12 months
In millions of Euro 2009 2008
Net Income/(Loss) for the Year 178.5 454.3
Exchange Differences on Translating Foreign Operations 66.9 (83.2)
Fair Value Adjustment on Available-for-Sale Financial Assets 6.8 (3.0)
Cash Flow Hedging 74.7 (92.5)
Others 2.7 0.7
Taxes (17.8) 16.1
Total Comprehensive Income for the Year 311.8 292.4
Attributable to:
Shareholders of the Parent Company 302.9 289.3
Minority Interests 8.9 3.1
122 2009 Reference Document

Financial Information on the Company’s Assets, Financial Situation and Results
20.1. Consolidated Financial Statements 20
3. Consolidated Balance Sheet
Assets
As of December 31,
In millions of Euro Notes 2009 2008
Property, Plant and Equipment, Net 9 1,194.5 945.0
Intangible Assets, Net 10 2,408.2 2,409.2
Investments in Associates Accounted for Using the Equity Method 11 9.3 6.7
Other Financial Assets 12 22.5 18.6
Deferred Tax Assets 6 (c) 263.8 201.4
Available-for-Sale Financial Assets 13 11.5 8.2
Total Non-Current Assets 3,909.8 3,589.1
Inventories 14 215.4 226.2
Construction Contracts – Amounts in Assets 15 158.0 140.8
Advances Paid to Suppliers 114.5 192.5
Derivative Financial Instruments 26 61.6 40.4
Trade Receivables 16 1,061.4 1,123.5
Current Income Tax Receivables 98.1 82.6
Other Current Receivables 17 294.9 332.1
Cash and Cash Equivalents 18 2,656.3 2,404.7
Total Current Assets 4,660.2 4,542.8
Assets Classified as Held for Sale 19 - -
Total Assets 8,570.0 8,131.9
Equity and Liabilities
As of December 31,
In millions of Euro Notes 2009 2008
Common Stock 20 (a) 83.4 83.4
Paid-in-Surplus 1,710.4 1,709.8
Retained Earnings 902.9 469.6
Treasury Shares 20 (c) (143.8) (143.8)
Foreign Currency Translation Reserves (38.5) (113.9)
Fair Value Reserves 20 (d) 1.9 20.3
Net Income 170.4 448.0
Total Equity Attributable to Shareholders of the Parent Company 2,686.7 2,473.4
Minority Interests 30.4 22.3
Total Equity 2,717.1 2,495.7
Other Non-Current Financial Debts 21 844.5 734.2
Provisions 23 100.4 104.2
Deferred Tax Liabilities 6 (c) 96.5 100.8
Other Non-Current Liabilities 25 28.4 41.2
Total Non-Current Liabilities 1,069.8 980.4
Current Financial Debt 21 28.2 25.9
Trade Payables 24 1,476.2 1,703.9
Construction Contracts – Amounts in Liabilities 15 975.6 1,253.0
Derivative Financial Instruments 26 64.0 119.9
Provisions 23 484.1 182.0
Current Income Tax Payables 126.3 99.8
Other Current Liabilities 25 1,628.7 1,271.3
Total Current Liabilities 4,783.1 4,655.8
Total Liabilities 5,853.0 5,636.2
Liabilities Directly Associated with the Assets Classified as Held for Sale 19 - -
Total Equity and Liabilities 8,570.0 8,131.9
2009 Reference Document
123

20
Financial Information on the Company’s Assets, Financial Situation and Results
20.1. Consolidated Financial Statements
4. Consolidated Cash Flow Statement
12 months
In millions of Euro Notes 2009 2008
Net Income for the Year (including Minority Interests) 178.5 454.3
Adjustments for:
Amortization and Depreciation of Property, Plant and Equipment 9 201.8 164.9
Amortization and Depreciation of Intangible Assets 10 22.3 23.7
Stock Option and Free Shares Charge 4 (i) 38.6 26.1
Non-Current Provisions (including Employee Benefits) (7.4) 6.0
Share of Income/(Loss) of Associates Accounted for Using the Equity Method (2.0) (2.2)
Net (Gains)/Losses on Disposal of Assets and Investments (0.8) 29.0
Deferred Tax 6 (a) (58.4) (20.1)
372.6 681.7
Decrease/(Increase) in Advance to Suppliers 96.4 244.2
Decrease/(Increase) in Construction Contracts (510.2) (443.5)
Decrease/(Increase) in Trade Receivables and Other Receivables 311.7 (562.2)
Decrease/(Increase) in Trade Payables and Other Payables 363.6 534.5
Net Cash Generated from Operating Activities 634.1 454.7
Purchases of Property, Plant and Equipment 9 (413.2) (389.2)
Proceeds from Sales of Property, Plant and Equipment 4 (e) 0.8 3.3
Purchases of Intangible Assets 10 (10.4) (12.1)
Acquisitions of Investments (0.3) (0.1)
Proceeds from Sales of Investments 4 (e) 2.1 1.8
Changes in Scope of Consolidation (8.1) (15.0)
Net Cash Used in Investing Activities (429.1) (411.3)
Increase in Borrowings 110.4 127.8
Decrease in Borrowings (26.3) (49.3)
Capital Increase 0.6 71.3
Share Buy-Back 20 (c) - 0.5
Dividends Paid 20 (g) (127.5) (125.1)
Net Cash (Used in)/Generated from Financing Activities (42.8) 25.2
Net Effects of Foreign Exchange Rate Changes 92.4 (68.5)
Net Increase in Cash and Cash Equivalents 254.6 0.1
Cash and Cash Equivalents as of January 1, 18 2,404.7 2,401.5
Bank Overdrafts as of January 1, (4.2) (1.1)
Cash and Cash Equivalents as of December 31, 18 2,656.3 2,404.7
Bank Overdrafts as of December 31, (1.2) (4.2)
254.6 0.1
Interests paid in 2009 amounted to €43.5 million compared to €34.6 million in 2008.
Interests received in 2009 amounted to €34.1 million compared to €50.6 million in 2008.
Income taxes paid in 2009 amounted to €234.9 million compared to €150.7 million in 2008.
124 2009 Reference Document

Financial Information on the Company’s Assets, Financial Situation and Results
20.1. Consolidated Financial Statements 20
5. Consolidated Statement of Changes in Shareholders’ Equity
Common
Stock
Paid-in-
Surplus
Retained
Earnings
Treasury
Shares
Foreign
Currency
Translation
Reserves
Fair
Value
Reserves
Net
Income
(Parent
Company)
Shareholders’
Equity
(Parent
Company)
Shareholders’
Equity
(Minority
Interests)
Total
Shareholders’
Equity
In millions of Euro
As of January 1, 2008 81.9 1,640.0 458.0 (144.3) (46.7) 63.2 126.3 2,178.4 18.4 2,196.8
Net Income 2008 - - - - - - 448.0 448.0 6.3 454.3
Other Comprehensive
Income - - - - (80.4) (78.3) - (158.7) (3.2) (161.9)
Total Comprehensive
Income 2008 - - - - (80.4) (78.3) 448.0 289.3 3.1 292.4
Capital Increase 1.5 69.8 - - - - - 71.3 - 71.3
Capital Decrease - - - - - - - - - -
Appropriation
of Net Income 2007 - - 126.3 - - - (126.3) - - -
Dividend - - (125.1) - - - - (125.1) - (125.1)
Treasury Shares - - - 0.5 - - - 0.5 - 0.5
Valuation of Stock Option
and Free Shares - - - - - 44.5 - 44.5 - 44.5
Others - - 10.4 - 13.2 (9.1) - 14.5 0.8 15.3
As of December 31, 2008 83.4 1,709.8 469.6 (143.8) (113.9) 20.3 448.0 2,473.4 22.3 2,495.7
Net Income 2009 - - - - - - 170.4 170.4 8.1 178.5
Other Comprehensive
Income - - - - 66.6 65.9 - 132.5 0.8 133.3
Total Comprehensive
Income 2009 - - - - 66.6 65.9 170.4 302.9 8.9 311.8
Capital Increase - 0.6 - - - - - 0.6 - 0.6
Capital Decrease - - - - - - - - - -
Appropriation
of Net Income 2008 - - 448.0 - - - (448.0) - - -
Dividend - - (127.5) - - - - (127.5) - (127.5)
Treasury Shares - - - - - - - - - -
Valuation of Stock Option
and Free Shares - - 38.4 - - - - 38.4 - 38.4
Reclassification of Stock
Option and Free Shares - - 73.9 - - (73.9) - - - -
Others - - 0.5 - 8.8 (10.4) - (1.1) (0.8) (1.9)
As of December 31, 2009 83.4 1,710.4 902.9 (143.8) (38.5) 1.9 170.4 2,686.7 30.4 2,717.1
2009 Reference Document
125

20
Financial Information on the Company’s Assets, Financial Situation and Results
20.1. Consolidated Financial Statements
6. Notes to the Consolidated
Financial Statements
Technip’s principal businesses are as follows:
■
■
■
lump sum or cost-to-cost engineering service contracts
performed over a short period;
engineering, manufacturing, installation and commissioning
service contracts lasting approximately 12 months;
turnkey projects related to complex industrial facilities with
engineering, procurement, construction and start-up, in accordance
with industry standards and a contractual schedule. The
average duration of these contracts is three years, but can vary
depending on the contract.
The Consolidated Financial Statements of the Group are presented
in millions of euros, and all values are rounded to the nearest
thousand, except when otherwise indicated. The Consolidated
Financial Statements of the Group as of December 31, 2009 were
approved by the Board of Directors on February 16, 2010.
Note 1 – Summary of Significant
Accounting Principles
A. Accounting Framework
Due to the listing of Technip’s securities on Euronext Paris and in
accordance with the European Union’s regulation No. 1606/2002
of July 19, 2002, the Consolidated Financial Statements of
Technip SA (“the Group”) for the year 2009 were prepared as of
December 31, 2009 in accordance with International Financial
Reporting Standards (IFRS) issued by the International Accounting
Standard Board (IASB) and endorsed by the European Union as
of the date the Board of Directors approved the Consolidated
Financial Statements i.e. on February 16, 2010. These standards
are available on the website of the European Union (http://
ec.europa.eu/internal_market/accounting/ias_fr.htm#adoptedcommision).
Standards effective January 1, 2009,
that apply to the Group:
The adoption of new standards and interpretations whose application
is mandatory for periods starting after January 1, 2009 has
no significant impact on the financial situation and performance
of the Group.
IAS 1 revised: Presentation of Financial Statements. The revised
standard mainly adds a new statement “Consolidated Statement
of Comprehensive Income” which presents the changes in equity
during a period resulting from operations or events other than
those resulting from transactions with owners in their capacity
as owners. The Consolidated Comprehensive Income includes all
incomes and expenses as recorded in the Consolidated Income
Statement, plus the other elements from the Other Comprehensive
Income. Entities can choose either to present one single statement
(the statement of comprehensive income) or two statements (the
income statement and the statement of comprehensive income).
The Group elected to present two statements.
IFRS 8: Operating Segments. This standard concerns additional
information related to operating segments that shall be disclosed.
The Group opted for the early application of IFRS 8 in its financial
statements as of December 31, 2008.
IAS 23 (amendment): Borrowing Costs. This revised standard
requires capitalization of borrowing costs that are directly attributable
to the construction, production or acquisition of a qualifying
asset. The Group has applied the amendment to new qualifying
assets for which construction began on or after January 1, 2009.
Standards effective January 1, 2009
but currently not relevant to the Group:
IFRS 2 (amendment): Share-based Payment. This amendment
clarifi es the defi nition of vesting condition and specifi es the
treatment for all cancellations.
IAS 32 (amendment): Financial Instruments: Presentation. This
amendment clarifi es the classifi cation of a puttable fi nancial
instrument and obligations arising on liquidation.
IFRIC 9: Reassessment of Embedded Derivatives, and IAS 39
(amendment): Financial Instruments: Recognition and
Measurement. These amendments clarify the accounting
treatment of embedded derivatives for entities using the reclassification
amendment. This amendment allows entities to reclassify
particular financial instruments out of the “fair value through profit
and loss”category in specific circumstances.
IFRS 7 (amendment): Financial Instruments: Disclosures. The
amendment outlines additional disclosure requirements for fair
value measurement and liquidity risk.
Standards adopted by European Union effective
after December 31, 2009:
Technip’s financial statements as of December 31, 2009 do
not include the possible impact of standards published as of
December 31, 2009 and not yet effective.
IFRS 3 Revised: Business Combinations and IAS 27 Amended:
Consolidated and separate financial statements.
These standards prescribe accounting treatment and financial
information to be disclosed in case of business combinations.
They are effective for financial years beginning on or after July 1,
2009, which means January 1 st , 2010 for the Group.
IFRIC 16: Hedges of a Net Investment in a Foreign Operation.
IFRIC 17: Distribution of Non Cash Assets to Owners.
IFRIC 18: Transfer of Assets from Customers.
IAS 39 (amendment): Financial Instruments: Recognition and
Measurement – Eligible Hedged Items.
IAS 32 (amendment): Financial Instruments: Presentation –
Classification of Rights Issues.
Technip is currently assessing the potential impact of these new
standards on its financial statements. At this stage, Technip does
not anticipate any significant impact on the Group’s financial
situation and net income.
126 2009 Reference Document

Financial Information on the Company’s Assets, Financial Situation and Results
20.1. Consolidated Financial Statements 20
B. Consolidation Principles
Companies controlled by the Group are fully consolidated, in
particular when the voting rights exceed 50% or when the Group
controls financial and operational policies.
Proportionate consolidation is used for jointly controlled entities.
Activities in joint ventures are consolidated using proportionate
consolidation.
The equity method is used for investments over which the Group
exercises a signifi cant infl uence on operational and fi nancial
policies. Unless otherwise indicated, such influence is deemed to
exist for investments in companies in which the Group’s direct or
indirect ownership is between 20% and 50%.
Companies in which the Group’s ownership is less than 20% or
that do not represent significant investments (such as dormant
companies) are recorded under the “Other Financial Assets
(Non-Current)” line item and only impact net income through
dividends received. When no active market exists and when
no other valuation method can be used, these investments are
maintained at historical cost, net of depreciation.
The list of the Group’s consolidated companies and their respective
method of consolidation is provided in Note 2-(b) Scope of
Consolidation as of December 31, 2009.
The financial statements of main affiliates are prepared for the
same reporting period as the parent company, using consistent
accounting policies.
The main affiliates of the Group are closing their accounts as at
December 31 and all consolidated companies are applying Group
accounting standards.
All balances and intercompany transactions, as well as internal
income and expenses, are fully eliminated.
Subsidiaries are consolidated from the date of acquisition, being
the date when the Group obtains control, and continue to be
consolidated until the date when such control ceases.
C. Rules and Estimates
The Consolidated Financial Statements were prepared in accordance
with the IFRS.
The distinction between current assets and liabilities, and noncurrent
assets and liabilities is based on the operating cycle for
contracts. If related to contracts, assets and liabilities are classified
as “current”; if not related to contracts, assets and liabilities are
classified as “current” if their maturity is less than 12 months or
“non-current” if their maturity exceeds 12 months.
All assets are evaluated under the historical cost convention,
except for financial assets and derivative financial instruments,
which are measured at fair value.
The preparation of financial statements in compliance with IFRS
requires the use of certain critical accounting estimates. The areas
involving a higher degree of judgment or complexity, or areas
where assumptions and estimates are material, are disclosed in
the paragraphs below.
(a) Use of Estimates
Preparation of the Consolidated Financial Statements requires the
use of estimates and assumptions to be made that may affect the
assessment and disclosure of assets and liabilities at the date of
the financial statements, as well as the income and the reported
expenses regarding this financial year. Estimates may be revised
if the circumstances and the assumptions on which they were
based change, if new information becomes available, or as a result
of greater experience. Consequently, the actual result from these
operations may differ from these estimates.
The main assessments and accounting assumptions made in the
financial statements of the Group relate to construction contracts,
the valuation of Group exposure to litigation with third parties,
the valuation of recoverable goodwill and the valuation of income
tax assets resulting from carry-forward tax losses (the last are
measured in compliance with accounting principles shown in
Note 1-C-(u) Deferred Income Tax). Regarding construction
contracts, the Group policy is described in Note 1-C-(b) Longterm
Contracts. In terms of legal proceedings and claims, the
Group regularly draws up lists and performs analyses of significant
ongoing litigations, so as to record the adequate provisions when
necessary. Possible uncertainties related to ongoing litigations are
described in Note 32 − Litigations and Contingent Liabilities.
Goodwill is tested for impairment at least annually and whenever
a trigger event is identifi ed. This impairment test determines
whether or not the carrying amount exceeds the recoverable
amount. Goodwill is allocated to cash-generating units (CGU)
for the purpose of impairment testing. These CGUs correspond to
the Group’s businesses, which generate independent cash flows.
The recoverable amount is the higher of either the selling price or
values in use of the CGUs. The latter corresponds to the discounted
future cash flows forecasted for these CGUs.
Technip also performs sensitivity analyses on key assumptions
used for impairment tests, in order to make sure that no reasonable
change of an assumption on which the Group has based its CGUs’
recoverable value jeopardizes the conclusions of these impairment
tests.
(b) Long-Term Contracts
Long-term contracts are recorded in accordance with IAS 11
(“Construction Contracts”) when they include construction and
delivery of a complex physical asset, or in accordance with IAS 18
(“Revenue”) in the other cases.
Costs incurred on contracts include the following:
■
■
■
the purchase of material, the subcontracting cost of engineering,
the cost of markets, and all other costs directly linked to the
contract;
labor costs, related social charges and operating expenses that
are directly connected with contracts. Selling costs, research and
development costs and the potential charge of “overabsorption”
are excluded from those evaluations;
other costs, if any, which could be reinvoiced to the client when
specified as such in the contract clauses.
Costs on construction contracts do not include financial
expenses.
2009 Reference Document
127

20
Financial Information on the Company’s Assets, Financial Situation and Results
20.1. Consolidated Financial Statements
Revenues on contracts at completion include:
■
■
■
the initial selling price;
every additional clause, variation order and modification
(“changes”) to the initial contract if it is probable that these
changes could be reliably measured and that they would be
accepted by the client;
financial result on contracts when a contract generates a
significant net cash position.
Revenues on ongoing contracts are measured on the basis of costs
incurred and of margin recognized at the percentage of completion
determined for the contract according to the following method:
■
■
for contracts that include construction services subject to
performance commitments (turnkey contracts), the percentage
of completion is based on technical milestones defined for the
main components of the contracts once their progress is deemed
sufficient;
for other construction contracts, the percentage of completion
is recognized based on the ratio between costs incurred to date
and estimated total costs at completion.
As soon as the estimate of the final outcome of a contract indicates
a loss, a provision is recorded for the entire loss.
The gross margin of long-term contract at completion is based
on an analysis of total costs and income at completion, which
are reviewed periodically and regularly throughout the life of the
contract.
In accordance with IAS 11, construction contracts are presented
in the balance sheet as follows: for each construction contract,
the accumulated costs incurred, as well as the gross margin
recognized at the contract’s percentage of completion (plus
accruals for foreseeable losses if needed), after deduction of the
payments received from the clients, are shown on the asset side
under the “Construction Contracts – Amounts in Assets” line item
if the balance of those combined components is a debit; if the
balance is a credit, these are shown on the liability side under the
“Construction Contracts – Amounts in Liabilities” line item.
A construction contract is considered completed when the last
technical milestone is achieved, which occurs upon contractual
transfer of ownership of the asset or temporary delivery, even if
conditional. Upon completion of the contract:
■
■
the balance of “Construction Contracts – Amounts in Assets”
which at that time amounts to the total contract’s sale price,
less accumulated payments received under this contract at the
delivery date, is invoiced to the customer and recorded as current
receivables on contracts (see Note 16 – Trade Receivables);
if necessary, a liability may be accrued and recorded in other
current payables in the balance sheet in order to cover pending
expenses to get the acceptance certificate from the client.
As per IAS 18, the other long-term contacts are recorded as follows
in the balance sheet: invoicing in advance of revenue to be recognized
is recorded as advances received in “Other Current Liabilities”
(see Note 25 – Other Current and Non-Current Liabilities);
invoicing that trails revenues to be recognized is recorded in “Trade
Receivables” (see Note 16 – Trade Receivables).
Costs incurred before signature of contract (“bid costs”), when
they can be directly linked to a future construction contracts of
which the signature is almost certain, are recorded in “Construction
Contracts – Amounts in Assets” (see Note 15 – Construction
Contracts), and then included in costs of ongoing contracts when
contract is obtained. Bid costs are directly recorded into profit &
loss on the line “selling costs” when a contract is not secured.
(c) Foreign Currency Transactions
and Financial Instruments
■ Foreign Currency Transactions
Foreign currency transactions are translated into the functional
currency at the exchange rate applicable on the transaction
date.
At the closing date, monetary assets and liabilities stated in
foreign currencies are translated into the functional currency at
the exchange rate prevailing on that date. Resulting exchange
gains or losses are directly recorded in the income statement,
excepting exchange gains or losses on cash accounts eligible for
future cash flow hedging and for hedging on net foreign currency
investments.
■ Translation of Financial Statements
for Foreign Companies
The income statements of foreign subsidiaries are translated into
euro at the average rate of exchange prevailing during the year.
Balance sheets are translated at the exchange rate at the closing
date. Differences arising in the translation of financial statements
of foreign subsidiaries are recorded in shareholders’ equity as
foreign currency translation reserve. The functional currency of
the foreign subsidiaries is most commonlly the local currency.
■ Derivatives and Hedging Processing
Every derivative financial instrument held by the Group is aimed
at hedging future infl ows or outfl ows against exchange rate
fluctuations during the period of contract performance. Derivative
instruments and in particular forward exchange transactions are
aimed at hedging future inflows or outflows against exchange rate
fluctuations in relation with awarded commercial contracts.
Foreign currency treasury accounts designated for a contract
and used to finance its future expenses in foreign currencies may
qualify as a foreign currency cash flow hedge.
An economic hedging may occasionally be obtained by offsetting
cash infl ows and outfl ows on a single contract (“natural
hedging”).
When implementing hedging transactions, each Group’s subsidiary
enters into forward exchange contracts with banks or with Technip
Eurocash, the company that performs centralized treasury management
for the Group. However, only instruments that involve a third
party to the Group are designated as hedging instruments.
128 2009 Reference Document

Financial Information on the Company’s Assets, Financial Situation and Results
20.1. Consolidated Financial Statements 20
A derivative instrument qualifies for hedge accounting (fair value
hedge or cash flow hedge) when there is a formal designation and
documentation of the hedging relationship, and of the effectiveness
of the hedge all along the life of the contract. A fair value
hedge aims at reducing risks incurred by changes in the market
value of some assets, liabilities or firm commitments. A cash flow
hedge aims at reducing risks incurred by variations in the value of
future cash flows that may impact net income.
In order for a currency derivative to be eligible for hedge accounting
treatment, the following conditions have to be met:
■
■
its hedging role must be clearly defined and documented at the
date of inception;
its efficiency should be proved at the date of inception and as
long as it remains efficient. If the efficiency test results in a
score between 80 and 125 per cent, changes in fair value of the
covered element must be almost entirely offset by the changes
in fair value of the derivative instrument.
All derivative instruments are recorded and disclosed in the
balance sheet at fair value.
■
■
derivative instruments considered hedging are classifi ed as
current assets and liabilities, as they follow the operating
cycle;
derivative instruments not considered hedging are classified as
current assets and liabilities.
Changes in fair value are recognized as follows:
■
■
■
Regarding cash fl ow hedge, the portion of the gain or loss
corresponding to the effectiveness of the hedging instrument
is recorded directly in equity, and the ineffective portion of the
gain or loss on the hedging instrument is recorded in the income
statement. The exchange gain or loss on derivative cash flow
hedging instruments, which is deferred in equity, is reclassified
in the net income of the period(s) when the specified hedged
transaction affects the income statement.
The changes in fair value of derivative financial instruments
that qualify for hedging are recorded as financial income or
expenses. The ineffective portion of the gain or loss is immediately
recorded in the income statement. The carrying amount
of a hedged item is adjusted by the gain or loss on this hedged
item allocable to the hedged risk and is recorded in the income
statement.
the changes in fair value of derivative financial instruments that
do not qualify for hedging are directly recorded in the income
statement.
The fair value of derivative financial instruments is estimated on
the basis of valuations provided by bank counterparties or financial
models commonly used in financial markets, using market data
at the balance sheet date.
■ Bid Contracts in Foreign Currency
To hedge its exposure to exchange rate fluctuations during the
bid-period of construction contracts, Technip occasionally enters
into insurance contracts under which foreign currencies are
exchanged at a specified rate and at a specified future date only
if the new contract is awarded. The premium the Group pays
to enter into such insurance contract is charged to the income
statement when paid. If the commercial bid is not successful,
the insurance contract is automatically terminated without any
additional cash settlements or penalties.
In some cases, Technip may enter into foreign currency options
for some proposals during the bid-period. These options can not
be eligible for hedging.
(d) Business Combinations
Assets, liabilities and contingent liabilities acquired within business
combinations are recorded and valued at their fair value using the
purchase method. The remaining difference between the acquisition
cost and the share of the assets, liabilities and contingent
liabilities acquired is posted on the “Goodwill” line item when
significant, under the “Intangible Assets” category. Goodwill is no
longer amortized as per IFRS 3.
The net value of intangible assets is subject to impairment tests
performed on a regular basis, using the discounted cash fl ow
method on the basis of the estimates of cash flows generated by
the business segments on which these goodwills are allocated,
these estimates correspond to the most likely assumptions
adopted by the Board of Directors. Impairment tests are based
on estimates in terms of growth rates, operating margin rates,
discount rates and corporate tax rates. The assumptions used are
based on the three-year business plans for each business segment
that have been approved by the Board of Directors.
The goodwill and corresponding assets and liabilities are allocated
to the appropriate business segment.
Goodwill impairment analysis is performed annually during the
fourth quarter or whenever there is an indication that an asset
may be impaired.
Actual figures may differ from projections. If calculations show that
an asset shall be impaired, an impairment expense is recognized.
(e) Segment Information
IFRS 8 was applied in advance to the Consolidated Financial
Statements as of December 31, 2008. See Note 1 − A Summary
of Significant Accounting Principles.
■ Information by Business Segment
As per IFRS 8 an operating segment is a component of an entity:
■
■
■
that engages in business activities from which it may earn
revenues and incur expenses;
whose operating results are regularly reviewed by the entity’s
chief operating decision maker;
for which distinct financial information is available.
Operating performance reports to the main operating decision
maker, the Group Executive Committee, are organized along four
segments:
■
■
■
the Subsea segment, which includes the design, manufacture,
procurement and installation of subsea equipment;
the Offshore segment, which includes the design and construction
of fixed or floating Facilities and surface installations;
the Onshore segment, which includes the entire engineering
and construction business for petrochemical and refining plants
as well as facilities for developing onshore oil and gas fields,
including gas treatment units, liquefied natural gas (LNG) units
and onshore pipelines, it also includes the engineering and
construction of non-petroleum facilities;
2009 Reference Document
129

20
Financial Information on the Company’s Assets, Financial Situation and Results
20.1. Consolidated Financial Statements
■
the Corporate segment, which includes holding company activities
and central services rendered to Group subsidiaries, of which
IT services and reinsurance activity.
Segment information relating to balance sheet and profit and loss
statements are prepared in accordance with IFRS.
The segment result disclosed by Technip in its business segment
information is the “Operating Income / (Loss) from Recurring
Activities” and the “Operating Income / (Loss)”. Consequently,
the segment result does not include financial income and expenses
(except financial result on contracts), income tax expense (because
of shared treasury and tax management), or the share of income
/ (loss) of associates accounted for using the equity method.
Segment assets do not include asset items related to the latter,
such as income tax assets. Similarly, segment liabilities do not
include liability items that are not connected to segment result,
such as current and deferred income tax liabilities.
■ Information by Geographical Area
From a geographical standpoint, operating activities and performances
of Technip are reported on the basis of fi ve areas, as
follows:
■
■
■
■
■
Europe, Russia and Central Asia;
Africa;
Middle East;
Asia Pacific;
Americas.
The segment result disclosed by Technip in its geographical
segment information is the “Operating Income / (Loss) from
Recurring Activities” and the “Operating Income / (Loss)”.
Consequently, the segment result does not include fi nancial
income and expenses (except financial result on contracts), income
tax expense or the share of income / (loss) of associates accounted
for using the equity method. Segment assets do not include asset
items related to the latter, such as income tax assets.
Geographical areas are defined according to the following criteria:
specific risks associated with activities performed in a given area,
similarity of economic and political framework, regulation of
exchange control, and underlying monetary risks.
The split per geographical area is based on the contract delivery
within the specific country.
(f) Operating Income from Recurring Activities
and Operating Income
As per IAS 1, gains and losses from sale of activities are included in
operating income. They are disclosed on a separate line (“Income /
(Loss) from Sale of Activities”), between Operating Income / (Loss)
from Recurring Activities and Operating Income / (Loss). The same
applies to other non-current income and expenses.
(g) Financial Result on Contracts
The financial result of treasury management related to construction
contracts is recorded together with the revenues. Only the
financial result on treasury not related to long-term contracts
is separately disclosed in the consolidated statement of income
under the “Financial Income” and “Financial Expenses” line
items.
(h) Income / (Loss) from Discontinued Operations
In compliance with IFRS 5, the result incurred by the discontinued
operations through sales or disposals is recorded under this line
item. Discontinued operations consist of a whole line of business
or geographical area.
(i) Earnings per Share
As per IAS 33 “Earnings per Share”, earnings per share are based
on the average number of outstanding shares over the period,
after deducting treasury shares.
Diluted earnings per share amounts are calculated by dividing
the net profit of the period, restated if need be for the after-tax
financial cost of dilutive financial instruments, by the weighted
average number of outstanding shares, plus the weighted average
number of stock options not yet exercised plus the weighted
average number of attributed free shares calculated using the
share purchase method, and if need be, the effects of any other
dilutive instrument.
In accordance with share purchase method, only dilutive instruments
are used in calculating EPS. Dilutive instruments are those
for which subscription price of the stock options plus the future
IFRS 2 expense not yet recognized is lower than the average share
price during the EPS calculation period.
(j) Property, Plant and Equipment (Tangible Assets)
In compliance with IAS 16 “Property, Plant and Equipment”, an
asset is recognized only if the cost can be measured reliably and
if future economic benefits are expected from its use.
Property, plant and equipment are carried at their historical cost
or at their fair value in case of business combinations.
As per IAS 16, Technip uses different depreciation periods for
each of the significant components of a single property, plant
and equipment asset when the useful life of the component differs
from that of the main asset. Following are the useful lives most
commonly applied by the Group:
■
■
■
■
■
■
Buildings
Vessels
Machinery and Equipment
Office Fixtures and Furniture
Vehicles
IT Equipment
10 to 50 years
10 to 25 years
6 to 10 years
5 to 10 years
3 to 7 years
3 to 5 years
If the residual value of an asset is material and can be measured,
it is taken into account in defining its depreciable amount.
On a regular basis, the Group reviews the useful lives of the assets.
That review is based on the effective use of the assets.
130 2009 Reference Document

Financial Information on the Company’s Assets, Financial Situation and Results
20.1. Consolidated Financial Statements 20
As per IAS 17, assets at the Group’s disposal through lease
contracts are capitalized when almost all risks and benefits related
to the asset property have been transferred to the Group. This
standard was not applicable to the Technip Group’s Consolidated
Financial Statements.
As per IAS 16, dry dock expenses are capitalized as a distinct
component of the principal asset. They are amortized over a period
of 3 to 5 years.
Amortization costs are recorded in the income statement as a
function of the fixed assets’ use, splited between the following
line items: cost of sales, research and development costs, selling
costs or general administrative costs.
In accordance with IAS 36, the carrying value of property, plant
and equipment is reviewed for impairment whenever internal or
external events indicate that there may be impairment. If such is
the case, an impairment loss is recognized.
Starting in 2009, borrowing costs related to assets under construction
are capitalized as part of the value of the asset.
(k) Intangible Assets
■ Research and Development Costs Generated
Internally
Research costs are expensed when incurred. In compliance with
IAS 38, development costs are capitalized if all of the following
criteria are met:
■
■
■
■
■
■
the projects are clearly identified;
the Group is able to measure reliably the expenditure incurred
by each project during its development;
the Group is able to demonstrate the technical feasibility of
the project;
the Group has the financial and technical resources available
to achieve the project;
the Group can demonstrate its intention to complete, to use or
to commercialize products resulting from the project;
the Group is able to demonstrate the existence of a market for
the output of the intangible asset, or, if it is used internally, the
usefulness of the intangible asset.
As not all of these conditions were met at the closing date of
these financial statements, no development expenses were capitalized,
except some expenses related to IT projects developed
internally.
■ Other Intangible Assets
Patents are amortized over their useful life, generally on a straight
line basis over 10 years. Costs related to software rights are capitalized,
as are those related to creating proprietary IT tools, such as
the E-procurement platform, or Group management applications
which are amortized over their useful life, generally 5 years.
(l) Other Financial Assets
Other financial assets are recorded at fair value or at historical
cost, at the transaction date, if there is no way to evaluate them
reliably. In the latter case, impairment is recorded if the recoverable
value is lower than the historical cost. The estimated recoverable
value is computed by type of financial asset based on the future
profitability or the market value of the company considered, as
well as its net equity if needed.
■ Non-Consolidated Investments
On initial recognition, non-consolidated investments are recognized
at their acquisition cost including directly attributable
transaction costs.
At closing date, these investments are measured at their fair value.
As investments under this category relate to unlisted securities, fair
value is determined on the basis of discounted cash flows or failing
that, based on the Group’s share in the company’s equity.
These companies are mainly entities without any business activity.
Therefore, their investments are fully depreciated.
■ Receivables Related to Investments
This category comprises loans and advances through current
accounts granted to non-consolidated companies or associates
accounted for using the equity method.
■ Security Deposits and Others
This category essentially includes guarantee security deposits and
escrow accounts related to litigation or arbitration.
(m) Inventories
Inventories are recognized at the lower of cost or market value
with cost being principally determined on a weighted-average
cost basis.
Provisions for depreciation are recorded when inventories’ net
realizable value is lower than their net book value.
(n) Advances Paid to Suppliers
Advance payments made to suppliers under long-term contracts
are shown under the “Advances to Suppliers” line item, on the
asset side of the balance sheet.
(o) Trade Receivables
Trade receivables are measured at fair value. A provision for
doubtful accounts is recorded when the Group assesses the
recoverable value is lower than the fair value.
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Financial Information on the Company’s Assets, Financial Situation and Results
20.1. Consolidated Financial Statements
Trade receivables only relate to contracts accounted for as per
IAS 18 (See Note 1-C-(b) Construction Contracts) and delivered
contracts.
(p) Cash and Cash Equivalents
Cash and cash equivalents consist of cash in bank and in hands,
as well as marketable securities fulfilling the following criteria: a
maturity of usually less than three months, highly liquid, a fixed
exchange value and an insignificant risk of loss of value. Marketable
securities are measured at their market value at period-end. Any
change in fair value is recorded in the income statement.
(q) Treasury Shares
Treasury shares are recorded as a deduction to equity at their
cost of acquisition. Any gain or loss connected with the sale of
treasury shares is recognized directly in equity without affecting
the income statement.
(r) Stock Options and Free Share Allocations
In accordance with IFRS 2, stock options and free share allocations
constitute a benefit to the recipients and represent additional
compensation paid by the Group. This supplementary benefit is
recognized as follows: the fair value of the granted stock options
and shares which correspond to the services rendered by the
employees against the options and shares received – is determined
at the grant date and recorded as an expense against equity line
item.
The fair value of the stock options, the share purchase options or
free share allocations is determined using the Cox Ross Rubinstein
binomial model. The model takes into account the features of the
stock option plan (net price, exercise period) and the market data
at the grant date (risk-free rate, volatility, share price).
The IFRS 2 applies to share-based payment plans granted after
November 7, 2002 and not vested before January 1, 2005.
(s) Capital Increase Reserved for Employees
In compliance with IFRS 2, the benefit granted to employees in
the form of the price discount on capital increases reserved for
employees is recorded by the Group as an expense. See Note 20-(j)
Capital Increase reserved for Employees.
(t) Provisions
Accrued liabilities are recognized if and only if the following criteria
are simultaneously met:
■
■
■
the Group has a present obligation (legal or constructive) as a
result of a past event;
the settlement of the obligation will likely require an outflow
of resources embodying economic benefits;
the amount of the obligation can be reliably estimated; provisions
are measured according to the risk assessment or the
exposed charge, based upon the best-known elements.
■ Current Provisions
Contingencies related to contracts: these provisions relate to
litigation on contracts.
Restructuring: once a restructuring plan has been decided and
that interested parties have been informed, the plan is scheduled
and valued. Restructuring provisions are recognized in compliance
with the IAS 37.
■ Non-Current Provisions
Employee benefits: the Group is committed in various long-term
employee benefit plans. Those obligations will be settled either
at the employee departure dates or later on. The main defined
benefit plans can be, depending on the affiliates:
■
■
■
end-of-career benefits, which are to be paid at the retirement date;
deferred wage benefits, which are to be paid when an employee
leaves the company;
retirement benefits, which are to be paid in the form of a pension.
In accordance with IAS 19, the obligations of providing benefits
under the defined benefit plans are determined by independent
actuaries using the projected unit credit actuarial valuation
method. The actuarial assumptions used to determine the obligations
may vary depending on the country. The actuarial estimation
is based on usual parameters such as future wage and salary
increases, life expectancy, staff turnover, inflation rate and rate
of return on investment.
The defined benefit liability comprises the present value of the
defined benefit obligation less past service costs and actuarial
gains and losses not yet recognized and less the fair value of plan
assets out of which the obligations are to be settled. Present
value of the defined benefit obligation is determined using present
value of future cash disbursements based on interest rates of
convertible bonds, in the currency used for benefit payment, and
whose life is equal to average expected life of defined benefit
plan. Applying the corridor approach, actuarial gains and losses
are recognised as income or expenses when the net cumulative
unrecognized actuarial gains and losses for each individual plan
at the end of the previous reporting period exceed 10% of the
higher of the defined benefit obligation and the fair value of plan
assets at that date. These gains and losses are amortised over the
remaining working lives.
IAS 19 amendment opens the possibility to record actuarial gains
and losses directly in equity from January 1, 2006. This option has
not been retained by the Group.
(u) Deferred Income Tax
Deferred income taxes are recognized in accordance with IAS 12,
using the liability method (use of the last forecast tax rate passed
or almost passed into law at the closing date), on all temporary
differences at the balance sheet date, between the tax bases of
assets and liabilities and their carrying amounts for each Group’s
company.
Deferred income taxes are reviewed at each balance sheet date
to take into account the effect of any changes in tax law and in
the prospects of recovery.
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20.1. Consolidated Financial Statements 20
Deferred income tax assets are recognized for all deductible
temporary differences, unused tax credits carryforwards and
unused tax losses carryforwards, to the extent that it is probable
that taxable profit will be available.
To estimate properly the ability for a subsidiary to recover the
deferred tax assets, the following items are taken into account:
■
■
■
■
existence of temporary differences which will cause taxation
in the future;
forecasts of taxable results;
analysis of the past taxable results;
existence of significant and non-recurring income and expenses,
included in the past tax results, which should not repeat in the
future.
Deferred income tax liabilities are recognized for all taxable
temporary differences, except particular circumstances that may
justify the non-recognition of this potential debt.
When a tax consolidation mechanism is in place for companies in
a given country, the deferred tax calculation takes into account the
individual tax situation of each subsidiary located in that country
as well as the overall situation of all subsidiaries included in the
scope of consolidation.
Assets and liabilities are not discounted except those whose tax
base is discounted by nature (for instance, pensions).
(v) Financial Debts (Current and Non-Current)
Current and non-current financial debts include bond loans and
other borrowings. Issuance fees and redemption premium on
convertible bonds are included in the cost of debt on the liability
side of the balance sheet, as an adjustment to the nominal amount
of the debt. The difference between the initial debt and the
redemption at maturity is amortized at the effective interest rate.
(w) Assets and Liabilities Held for Sale
The Group considers every non-current asset as an asset held
for sale if it is very likely that its book value will be recovered
principally by a sale transaction rather than by its continued use.
Assets classified as held for sale are measured at the lower of
either the carrying amount or the fair value less selling costs.
Note 2 – Scope of Consolidation
(a) Changes in Scope of Consolidation
Year Ended December 31, 2009
In 2009 the Group made the following acquisitions:
■
On February 9, 2009, Technip Maritime do Brasil Ltda acquired
TPAR Terminal Portuario de Angra dos Reis S/A, a Brazilian
company holding a lease for a port land in Angra Porto. Between
February 9, 2009 and December 31, 2009 TPAR generated
revenues of €1.6 million and a net loss of €0.1 million. The
total balance sheet of the company amounted to €6.8 million
as of December 31, 2009. Goodwill amounted to €8.0 million
and was accounted for as intangible asset amortized over the
15-year lease period that remains.
■
On June 12, 2009, Technip Norge AS and Technip Coflexip Norge
AS acquired respectively 90% and 10% of North Ocean III KS,
a Norwegian company that owns a vessel under construction
(Apache II).
The following subsidiaries were created: Technip Ships Norge AS,
100% owned by Technip and fully consolidated; TSU Niger SARL,
60% owned by Technip and consolidated under the proportionate
method; Technip Italy Direzione Lavori, 100% owned by Technip
and fully consolidated; Technip Thailand Ltd., 49% owned by
Technip and consolidated under the proportionate method; and
Technip Operadora Portuaria, 100% owned by Technip and fully
consolidated.
During the period, Coflexip Maritime Inc. was merged into Technip
USA Holdings Inc., Gulf Deepwater Yards Inc. was merged into
Technip USA Inc. and EPG Holding BV and BV Uitzendbureau UPG
were merged into Technip EPG BV.
Two companies, SCI CB3-Défense and Aransas Partners, were
closed.
No company included in the scope of consolidation was sold in
2009.
Year Ended December 31, 2008
In 2008, the Group realized the following acquisitions:
■
■
■
On July 1, 2008, Technip Benelux BV acquired EPG Holding BV
(and two subsidiaries). The operating entity (Technip EPG BV),
a specialized engineering company based in the Netherlands,
employs around 120 people and its revenues amounted to
€4.4 million for the second half of 2008. EPG is dedicated to
the Onshore segment. The goodwill arising from this operation
amounted to €3.9 million and, in the absence of any identifiable
asset, was allocated entirely to goodwill.
On July 10, 2008, Technip acquired Eurodim an engineering
and consulting company based near Paris. Eurodim employees
around 20 people and revenues amounted to €1.0 million for
the period from July 10, 2008 to December 31, 2008. Eurodim
is dedicated to the Offshore segment. Goodwill amounted to
€9.8 million, of which €3.7 million was recorded as patents
(amortized over 14.5 years on average) and €6.1 million was
recorded in this specific line item.
On December 31, 2008, Cofl exip Développement acquired
Sofremines an engineering company based near Paris.
Sofremines, renamed Technip Mines, employs around 20 people
and is dedicated to the Onshore segment. In the absence of
any identifiable asset, the goodwill arising from this operation
amounted to €1.0 million and was allocated entirely to this
specific line item.
The following subsidiaries were created: Genesis Oil and Gas
Consultant Canada, 100% owned by Technip and fully consolidated;
Techdof, 50% owned by Technip, and TSU Projects, 60%
owned by Technip, consolidated under proportionate method.
During the period, Citex was merged into Technip France and RJ
Brown Deepwater was merged into Technip USA Holdings Inc.
Technip Biopharm, Technip Upstream Management, Coflexip Stena
Offshore AS, TSKJ-US LLC, TSKJ Italia SRL, TS Usan and Consortio
Jantec were closed.
No activity was sold in 2008.
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Financial Information on the Company’s Assets, Financial Situation and Results
20.1. Consolidated Financial Statements
(b) Scope of Consolidation as of December 31, 2009
Fully Consolidated Companies
Country
December 31, 2009
% Control
Technip France Consolidating Entity
Technip France France 100%
Technip Eurocash France 100%
Technip TPS France 100%
T.T.I.L. France 100%
Eurobatch France 100%
SNPE Ingénierie Défense France 100%
Seal Engineering France 100%
Cofri France 100%
Clecel France 100%
Technipnet France 100%
Technip Nouvelle-Calédonie France 100%
Technip Offshore International France 100%
Flexi France France 100%
Middle East Projects International (Technip MEPI) France 100%
Technip Marine France 100%
Angoflex France 100%
Technip Mines France 100%
Setudi France 100%
Safrel France 100%
Technip Corporate Services France 100%
Eurodim France 100%
Technip Angola Angola 60%
Angoflex Lda. Angola 70%
Technip Oceania (Pty) Ltd. Australia 100%
Technip CSO Australia (Pty) Ltd. Australia 100%
Technip CSO Oil & Gas (Pty) Ltd. Australia 100%
Genesis Oil & Gas Consultants (Pty) Ltd. Australia 100%
Technip Maritime Overseas Bahamas 100%
Technip Benelux NV Belgium 100%
Technip Capital Belgium 100%
ABAY Engineering Belgium 100%
Technip Brasil Engenharia Brazil 100%
Technip Operadora Portuaria Brazil 100%
TPAR – Terminal Portuario de Angra dos Reis S/A Brazil 70%
Flexibras Tubos Flexiveis Brazil 100%
Technip Maritime Do Brazil Brazil 100%
Brasflex Overseas British Virgin Island 100%
Genesis Oil & Gas Canada Consultants Ltd. Canada 100%
Technip Canada Canada 100%
Sea Oil Marine Services Cayman Islands, British West-Indies 100%
CSO Oil & Gas Technology (West Africa) Channel Islands 100%
Technip Engineering Consultant (Shanghai) China 100%
Technip Tianchen Chemical Engineering China 100%
Technip Offshore Finland OY Finland 100%
Technip Germany Germany 100%
Technip Seiffert Germany 100%
M. Seiffert Industrieanlagen Germany 100%
Technipetrol Hellas SA Greece 99%
Technip KT India India 100%
SEAMEC India 75%
PT Technip Indonesia Indonesia 98.40%
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Financial Information on the Company’s Assets, Financial Situation and Results
20.1. Consolidated Financial Statements 20
Fully Consolidated Companies
Country
December 31, 2009
% Control
Consorzio Technip Italy Procurement Services Italy 100%
Technip Italy Italy 100%
Technip Italy Direzione Lavori Italy 100%
TPL Italy 100%
Stena Offshore (Jersey) Jersey 100%
Technip Far East Malaysia 100%
Technip Geoproduction (M) Malaysia 30%
Asiaflex Products Malaysia 100%
Coflexip Stena Offshore (Mauritius) Mauritius 100%
Technip de Mexico S. de R. L. de C.V. Mexico 100%
Technip Servicios de Mexico S.C. Mexico 100%
Flexservice N.V. Netherland Antilles 100%
Sunflex Offshore N.V. Netherland Antilles 100%
Technip Benelux BV Netherlands 100%
Technip Holding Benelux BV Netherlands 100%
Technip E.P.G. BV Netherlands 100%
Technipnet BV Netherlands 100%
Technip Oil & Gas BV Netherlands 100%
Technip Offshore NV Netherlands 100%
Technip Offshore Contracting BV Netherlands 100%
Technip Offshore (Nigeria) Nigeria 100%
Neptune Maritime Nigeria Nigeria 66.91%
North Ocean III KS Norway 100%
Technip Norge AS Norway 100%
Technip Coflexip Norge AS Norway 100%
Technip Ships Norge AS Norway 100%
Technip Overseas Panama 100%
Technip Polska Poland 100%
Technip C.I.S. Russia 70%
Technip Saudi Arabia Saudi Arabia 40%
TPL Arabia Saudi Arabia 90%
Technip Singapore Singapore 97.60%
Coflexip Singapore Pte. Ltd. Singapore 100%
TP-NPV Singapore Singapore 100%
Technip Iberia Spain 100%
Technip International AG Switzerland 100%
Engineering Re Switzerland 100%
Technip USA U.S.A. 100%
Technip USA Holdings Inc. U.S.A. 100%
DUCO Inc. U.S.A. 100%
Technip Offshore Moorings U.S.A. 100%
Genesis Oil & Gas Consultants Inc. U.S.A. 100%
Deepwater Technologies U.S.A. 75%
Technip Middle East United Arab Emirates 100%
TPG (UK) United Kingdom 100%
Technip Offshore Holdings United Kingdom 100%
Technip UK United Kingdom 100%
Technip Ships One United Kingdom 100%
Technip Ships Three United Kingdom 100%
Technip-Coflexip UK Holding United Kingdom 100%
Coflexip UK United Kingdom 100%
DUCO Ltd. United Kingdom 100%
Genesis Oil & Gas Consultants Ltd. United Kingdom 100%
Spoolbase UK United Kingdom 100%
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Financial Information on the Company’s Assets, Financial Situation and Results
20.1. Consolidated Financial Statements
Fully Consolidated Companies
Country
December 31, 2009
% Control
Genesis Oil & Gas Ltd. United Kingdom 100%
Technip Maritime UK United Kingdom 100%
Technip Offshore Manning Services United Kingdom 100%
Subsea Integrity Group United Kingdom 100%
Technip Bolivar Venezuela 100%
TPVI Virgin Island, U.S.A. 100%
Consolidated Companies under Proportionate Method
Country
December 31, 2009
% Control
Consorcio Intep France 90%
Dalia Floater Angola France 55%
Saibos Akogep France 30%
Yemen Project Coordination Services France 33.33%
TSLNG France 50%
TSU Projects France 60%
TSS Dalia France 55%
SPF-TKP Omifpro/SP-TKP Fertilizer France/Italy 50%
Consorcio Contrina France/Venezuela 34.40%
Technip Subsea 7 Asia Pacific (Pty) Ltd. Australia 55%
Petrolinvest Bosnia 33%
FSTP Brasil Ltda. Brazil 25%
Tipiel Colombia 44.10%
ProTek Germany Germany 50%
Technip India India 50%
Consorzio Overseas Bechtel/Technip Italy Italy 50%
Technip Subsea 7 Asia Pacific BV Netherlands 55%
TSU Niger SARL Niger 60%
Nigetecsa Free Zone Enterprise Nigeria 50%
Crestech Engineering Nigeria 39%
Doftech DA Norway 50%
Techdof DA Norway 50%
TSKJ Servicos de Engenharia Lda./TSKJ II/LNG Servicos e Gestao
de projectos Lda./Bonny Project Management Co./TSKJ Nigeria
Portugal/United Kingdom/U.S.A./
Italy/Nigeria 25%
FSTP Pte Ltd. Singapore 25%
Technip Subsea 7 Asia Pacific Singapore Pte. Ltd. Singapore 55%
Technip South Africa Pty. Ltd. South Africa 51%
Technip (Thailand) Ltd. Thailand 49%
Technip Zachry-Saipem LNG LP. U.S.A. 43%
Deep Oil Technology U.S.A. 50%
Spars International U.S.A. 50%
C.T.M.E. FZCO United Arab Emirates 50%
Yemgas FZCO United Arab Emirates 33.33%
CTEP FZCO United Arab Emirates 40%
Technip Subsea 7 Asia Pacific UK Ltd. United Kingdom 55%
December 31, 2009
Consolidated Companies Under Equity Method
Country
% Control
Technip KTI and its subsidiaries Italy 25%
All consolidated companies close their accounts on December 31 except Technip KT India, Technip India and Technip South Africa.
Technip KT India and Technip India close their accounts on March 31, and Technip South Africa closes its accounts on June 30.
However they perform an interim account closing on December 31, of which external auditors perform a limited review.
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20.1. Consolidated Financial Statements 20
Note 3 – Segment Information
The split by business segment and by geographical segment is done in accordance with IFRS 8. See Note 1-C-(e) Segment Information.
(a) Information by Business Segment
2009
Not
In millions of Euro Subsea Offshore Onshore Corporate
Allocable
and
Eliminations
Total
Continuing
Operations
Discontinued
Operations Total
Revenues 2,866.1 565.0 3,024.9 - - 6,456.0 - 6,456.0
Gross Margin 715.6 96.8 329.6 (0.1) - 1,141.9 - 1,141.9
Operating Income/(Loss)
from Recurring Activities 532.6 39.3 151.7 (46.9) - 676.7 - 676.7
Income / (Loss) from Sale
of Activities 5.3 - - - (7.8) (2.5) - (2.5)
Provision for litigation - - - - (245.0) (245.0) - (245.0)
Operating Income/(Loss) 537.9 39.3 151.7 (46.9) (252.8) 429.2 - 429.2
Financial Income/(Expenses) - - - - (60.7) (60.7) - (60.7)
Share of Income/(Loss)
of Associates Accounted
for Using the Equity Method - - 4.7 - - 4.7 - 4.7
Income Tax Expense - - - - (194.7) (194.7) - (194.7)
Discontinued Operations - - - - - - - -
Net Income/(Loss)
for the Year NA NA NA NA NA 178.5 - 178.5
Segment Assets 5,014.4 694.1 2,457.1 37.4 - 8,202.9 - 8,202.9
Investments in Associates
Accounted for Using
the Equity Method - - 9.3 - - 9.3 - 9.3
Unallocated Assets - - - - 357.8 357.8 - 357.8
Total Assets 5,014.4 694.1 2,466.4 37.4 357.8 8,570.0 - 8,570.0
Segment Liabilities (1) 2,275.5 342.4 2,026.0 748.4 245.0 5,637.3 - 5,637.3
Unallocated Liabilities (2) - - - - 2,932.7 2,932.7 - 2,932.7
Total Liabilities 2,275.5 342.4 2,026.0 748.4 3,177.7 8,570.0 - 8,570.0
Other Segment
Information
Backlog (3) 3,053.0 467.9 4,497.4 - - 8,018.3 - 8,018.3
Order Intake (4) 2,480.4 554.1 4,141.2 - - 7,175.7 - 7,175.7
Capital Expenditures:
Property, Plant
and Equipment 396.8 7.4 9.0 - - 413.2 - 413.2
Intangible Assets 2.6 0.7 7.1 - - 10.4 - 10.4
Amortization:
Property, Plant
and Equipment (110.4) (8.1) (13.2) (0.4) - (132.0) - (132.0)
Intangible Assets (9.9) (11.2) (1.2) - - (22.3) - (22.3)
Impairment of Assets (69.8) - - - - (69.8) - (69.8)
(1) The segment liabilities of the Corporate segment include financial debts such as bond loan and other borrowings.
(2) Unallocated liabilities correspond mostly to shareholders’ equity.
(3) The backlog corresponds to ongoing contracts still to be delivered. The backlog is defined as the difference between the total contractual sale prices of all contracts in force
and the cumulative revenues recognized at that date on these contracts.
(4) The order intake corresponds to signed contracts which have come into force.
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Financial Information on the Company’s Assets, Financial Situation and Results
20.1. Consolidated Financial Statements
2008
Not
In millions of Euro Subsea Offshore Onshore Corporate
Allocable
and
Eliminations
Total
Continuing
Operations
Discontinued
Operations Total
Revenues 2,689.0 695.2 4,097.2 - - 7,481.4 - 7,481.4
Gross Margin 711.3 100.8 326.6 1.0 - 1,139.7 - 1,139.7
Operating Income/(Loss)
from Recurring Activities 523.2 38.6 153.7 (58.6) - 656.9 - 656.9
Income / (Loss) from Sale
of Activities - - - - - - - -
Operating Income/(Loss) 523.2 38.6 153.7 (58.6) - 656.9 - 656.9
Financial Income/(Expenses) - - - (30.1) 19.1 (11.0) - (11.0)
Share of Income/(Loss)
of Associates Accounted
for Using the Equity Method - - 2.2 - - 2.2 - 2.2
Income Tax Expense - - - - (193.8) (193.8) - (193.8)
Discontinued Operations - - - - - - - -
Net Income/(Loss)
for the Year NA NA NA NA NA 454.3 - 454.3
Segment Assets 3,907.8 787.5 2,100.2 220.2 - 7,015.7 - 7,015.7
Investments in Associates
Accounted for Using
the Equity Method - - 6.7 - - 6.7 - 6.7
Unallocated Assets - - - - 1,109.5 1,109.5 - 1,109.5
Total Assets 3,907.8 787.5 2,106.9 220.2 1,109.5 8,131.9 - 8,131.9
Segment Liabilities (1) 1,727.6 354.7 2,498.5 811.2 - 5,392.0 - 5,392.0
Unallocated Liabilities (2) - - - - 2,739.9 2,739.9 - 2,739.9
Total Liabilities 1,727.6 354.7 2,498.5 811.2 2,739.9 8,131.9 - 8,131.9
Other Segment
Information
Backlog (3) 3,495.9 461.1 3,251.4 - - 7,208.4 - 7,208.4
Order Intake (4) 2,854.4 517.6 2,382.7 - - 5,754.7 - 5,754.7
Capital Expenditures:
Property, Plant
and Equipment 362.4 11.1 15.5 0.2 - 389.2 - 389.2
Intangible Assets 0.4 0.5 1.7 9.5 - 12.1 - 12.1
Amortization:
Property, Plant
and Equipment (116.1) (5.6) (14.6) (2.7) - (139.0) - (139.0)
Intangible Assets (6.0) (2.6) (1.5) (2.0) - (12.1) - (12.1)
Impairment of Assets (29.3) (7.3) - (30.4) - (67.0) - (67.0)
(1) The segment liabilities of the Corporate segment include financial debts such as bond loan and other borrowings.
(2) Unallocated liabilities correspond mostly to shareholders’ equity.
(3) The backlog corresponds to ongoing contracts still to be delivered. The backlog is defined as the difference between the total contractual sale prices of all contracts in force
and the cumulative revenues recognized at that date on these contracts.
(4) The order intake corresponds to signed contracts which have come into force.
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20.1. Consolidated Financial Statements 20
(b) Information by Geographical Segment
Europe,
Russia,
Central Asia
Middle
East
2009
Asia
Pacific Americas Not Allocable Total
In millions of Euro
Africa
Revenues (1) 1,726.5 942.6 1,467.0 765.7 1,554.2 - 6,456.0
Operating Income/(Loss)
from Recurring Activities 220.7 207.3 (63.4) 103.8 255.2 (46.9) 676.7
Operating Income/(Loss) 222.1 208.7 (63.4) 104.3 257.2 (299.7) 429.2
Intangible Assets
(excluding Goodwill) (2) 26.3 0.5 - 0.7 11.4 - 38.9
Property, Plant and Equipment (3) 277.0 11.3 1.0 62.2 105.6 737.4 1,194.5
Financial Assets (4) 18.4 3.7 1.5 5.0 14.7 - 43.3
(1) Of which revenues earned in France: € 85.7 million and in Qatar: € 749.5 million.
(2) Of which intangible assets in France: € 25.0 million and in Brazil: € 10.8 million.
(3) Of which tangible assets in France: € 125.7 million. Besides, the fleet of vessels (including vessels under construction) that operate in different geographical regions
and therefore cannot be allocated to a specific region, is presented in “Not allocable”.
(4) Of which financial assets in Italy: € 12.2 million, in the United States: € 11.3 million and in France: € 5.8 million.
Europe,
Russia,
Central Asia
Middle
East
2008
Asia
Pacific Americas Not Allocable Total
In millions of Euro
Africa
Revenues (1) 1,682.2 780.8 2,213.5 1 034.5 1 770.4 - 7 481.4
Operating Income/(Loss)
from Recurring Activities 266.8 158.2 (28.5) 141.2 177.8 (58.6) 656.9
Operating Income/(Loss) 266.8 158.2 (28.5) 141.2 177.8 (58.6) 656.9
Intangible Assets
(excluding Goodwill) (2) 26.2 0.5 - 0.7 12.6 - 40.1
Property, Plant and Equipment (3) 253.7 15.2 3.8 41.6 85.8 544.9 945.0
Financial Assets (4) 17.4 3.3 1.1 2.0 9.6 - 33.5
(1) Of which revenues earned in France: € 123.9 million and in Qatar: € 1,292.7 million.
(2) Of which intangible assets in France: € 24.5 million and in the United States: € 12.5 million.
(3) Of which tangible assets in France: € 112.6 million and in the United Kingdom: € 88.0 million. Besides, the fleet of vessels (including vessels under construction)
that operate in different geographical regions and therefore cannot be allocated to a specific region, is presented in “Not allocable”.
(4) Of which financial assets in France: € 6.9 million, in Italy: € 10.1 million and in Nigeria: € 3.3 million.
Note 4 – Operating Income / (Loss)
The breakdown of the different items of “Operating Income / (Loss)” by nature is as follows:
(a) Revenues
Revenues break down as follows:
In millions of Euro 2009 2008
Rendering of Services 6,398.5 7,391.7
Sales of Goods 32.0 43.9
Financial Result on Contracts (1) 25.5 45.8
Revenues 6,456.0 7,481.4
(1) Financial income and expenses arising from cash position of ongoing contracts are included in revenues for € 25.5 million in 2009 vs € 45.8 million in 2008. The decrease
is due to the progress on ongoing contracts.
In 2009, the five main customers of the Group represented the following contribution to Group revenues: 11.8%, 6.9%, 6.0%, 4.1%
and 3.5%. In 2008, the five main customers of the Group represented 8.5%, 7.6%, 3.9%, 3.9% and 3.4% of Group revenues.
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20.1. Consolidated Financial Statements
(b) Cost of Sales by Nature
The cost of sales comprises the following items:
In millions of Euro 2009 2008
Employee Benefit Expenses (1,080.3) (1,040.6)
Operating Leases (91.9) (58.0)
Amortization of Intangible Assets (19.6) (10.1)
Amortization and Depreciation of Tangible Assets (195.7) (147.2)
Purchases, External Charges and Other Expenses (3,926.6) (5,085.8)
Total Cost of Sales (5,314.1) (6,341.7)
(c) Research and Development Costs
Research and development costs amounted to €53.5 million in 2009 compared to €44.9 million in 2008. No development costs were
capitalized during the periods as the projects did not meet the requirements for capitalization (See Note 1-C-(k) Intangible Assets).
(d) Administrative Costs by Nature
Administrative costs by nature break down as follows:
In millions of Euro 2009 2008
Employee Benefit Expenses (1) (161.4) (141.3)
Operating Leases (15.6) (38.5)
Amortization of Tangible Assets (5.9) (17.3)
Purchases, External Charges and Other Expenses (89.8) (90.6)
Total Administrative Costs (272.7) (287.7)
(1) Including charges for stock options and allocation of free shares: €38.6 million in 2009 compared to €23.0 million in 2008; and in 2008 charges related to the capital
increase reserved for employees: €3.1 million.
(e) Other Operating Income
Other operating income breaks down as follows:
In millions of Euro 2009 2008
Proceeds from Property, Plant and Equipment Sales 0.8 3.3
Proceeds from Financial Asset Sales 2.1 1.8
Reinsurance Income 21.9 17.2
Others 2.9 3.2
Total Other Operating Income 27.7 25.5
(f) Other Operating Expenses
Other operating expenses break down as follows:
In millions of Euro 2009 2008
Net Book Value of Disposed/Written-off Assets (1) (2.0) (34.1)
Depreciation of Intangible Assets (1) - (8.2)
Reinsurance Costs (13.8) (12.0)
Others (1.7) -
Total Other Operating Expenses (17.5) (54.3)
(1) In 2008 mainly included expenses related to cancellation of some software projects.
(g) Income / (Loss) from Sale of Activities
In 2009 income / (loss) from sale of activities amounted to €(2.5) million and was related in part to the partial completion of sales made in
previous years for €5.3 million and a net expense of €7.8 million corresponding to a provision recorded to cover a risk on an old contract.
No activity was sold in 2008 and therefore, income / (loss) from sale of activities was zero.
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20.1. Consolidated Financial Statements 20
(h) Other Non-Current Income and Expenses
Other non-current expenses in 2009 included the provision for litigation on TSKJ. See Note 32 − Litigations and Contingent Liabilities.
(i) Employee Benefit Expenses
Employee benefit expenses break down as follows:
In millions of Euro 2009 2008
Wages and Salaries 945.7 901.2
Social Security Costs 178.8 188.0
Pension Costs–Defined Contribution Plans 27.0 23.2
Pension Costs–Defined Benefit Plans 18.5 14.9
Stock Options and Free Shares 38.6 23.0
Expenses related to Capital Increase reserved for Employees - 6.2
Others 52.9 33.8
Employee Benefit Expenses 1,261.5 1,190.3
Employee benefits expenses relate only to Group employees. Subcontractors’ costs are excluded.
Note 5 – Financial Income and Expenses
Net financial result breaks down as follows:
(a) Financial Income
In millions of Euro 2009 2008
Interest Income from Treasury Management (1) 35.0 28.8
Dividends from Non-Consolidated Investments - 0.5
Financial Income related to Employee Benefits 4.2 5.1
Foreign Currency Translation Gains 438.8 421.6
Inefficient Part of Hedging Instruments, Net - 0.9
Total Financial Income 478.0 456.9
(1) Mainly resulting from interest income from short-term security deposits.
(b) Financial Expenses
In millions of Euro 2009 2008
Bond Interest Expense (30.1) (30.1)
Fees Related to Credit Facilities (1.9) (1.2)
Financial Expenses related to Employee Benefits (10.9) (10.0)
Interest Expenses on Bank Borrowings and Overdrafts (13.0) (7.6)
Depreciation on Financial Assets, Net (0.7) (7.2)
Foreign Currency Translation Losses (474.1) (400.2)
Changes in Derivative Fair Value (excluding Hedging), Net (2.5) (1.0)
Inefficient Part of Hedging Instruments, Net (0.6) -
Others (4.9) (10.6)
Total Financial Expenses (538.7) (467.9)
Net Financial Result (60.7) (11.0)
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20.1. Consolidated Financial Statements
Note 6 – Income Tax
(a) Income Tax Expense
The income tax expense breaks down as follows:
In millions of Euro 2009 2008
Current Income Tax Credit/(Expense) (253.1) (213.9)
Deferred Tax Credit/(Expense) 58.4 20.1
Tax on Net Gains related to Investment Disposals - -
Tax Credit/(Expense) as reported in the Consolidated Income Statement (194.7) (193.8)
Deferred Income Tax related to Items Booked Directly to Opening Equity 34.8 0.1
Deferred Income Tax related to Items Booked to Equity during the Year (18.0) 34.7
Other Equity Operations - -
Income Tax Expense as reported in the Consolidated Equity 16.8 34.8
(b) Income Tax Reconciliation
The reconciliation between the tax calculated using the standard tax rate applicable in France and the amount of tax effectively recognized
in the accounts can be detailed as follows:
In millions of Euro 2009 2008
Net Income from Continuing Operations 178.5 454.3
Income/(Loss) from Discontinued Operations - -
Provision for Litigation (245.0) -
Income Tax Credit/(Expense) on Continuing Operations (194.7) (193.8)
Income Before Tax and Provision for Litigation Impact 618.2 648.1
At Parent Company Statutory Income Tax Rate of 34.43% (212.8) (223.1)
Differences between Parent Company and Foreign Income Tax Rates 22.1 39.6
Share of Income/(Loss) of Associates Accounted for Using the Equity Method 1.6 0.8
Territoriality (7.3) (9.5)
Local and Foreign Taxes (17.1) (11.8)
Gains/(Losses) Taxable at a Particular Rate 15.1 7.5
Non-Deductible Expenses (1.5) (11.0)
Deferred Tax Assets not Recognized on Tax Loss of the Year (2.9) (6.2)
Correction of Prior Year Current Taxes 1.9 7.0
Tax Savings/(Expenses) due to Tax Consolidation 3.7 (1.6)
Correction of Prior Year Deferred Taxes 6.6 18.3
Consolidation Adjustments with no Tax Impact (6.0) (1.5)
Other 1.9 (2.3)
Effective Income Tax Credit/(Expense) (194.7) (193.8)
Tax Rate excluding Provision for Litigation Impact 31.5% 29.9%
Income Tax Credit/(Expense) as reported in the Consolidated Income Statement (194.7) (193.8)
The major impact of changes in tax rate was related to deferred taxes on Group activities in Qatar for €(4) million.
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20.1. Consolidated Financial Statements 20
(c) Deferred Income Tax
The principles described in Note 1-C-(u) Deferred Income Tax result in the following:
As of December 31,
In millions of Euro 2009 2008
Tax Losses Carried Forward 51.3 44.7
Margin Recognition on Construction Contracts 34.4 41.1
Provisions for Employee Benefits 28.8 35.7
Contingencies related to Contracts 126.1 67.1
Other Contingencies 37.4 31.1
Temporarily Non-Deductible Expenses 5.2 5.7
Fair Value Losses 18.3 20.6
Other Temporary Differences 5.4 11.0
Total Deferred Income Tax Assets 306.9 257.0
Differences between Taxable and Accounting Depreciation 89.2 102.9
Margin Recognition on Construction Contracts 28.8 44.7
Fair Value Gains 21.6 8.8
Total Deferred Income Tax Liabilities 139.6 156.4
Net Deferred Income Tax Assets/(Liabilities) 167.3 100.6
In order to disclose the details of deferred tax assets and liabilities
by nature of temporary differences, it was necessary to split up
deferred tax assets and liabilities by subsidiary (every subsidiary
shows in its balance sheet a net amount of deferred tax liabilities
and assets). The net deferred tax asset of €167.3 million as of
December 31, 2009 is broken down into a deferred tax asset
of €263.8 million and a deferred tax liability of €96.5 million,
as recorded in the balance sheet. The net deferred tax asset of
€100.6 million as of December 31, 2008 is broken down into a
deferred tax asset of €201.4 million and a deferred tax liability
of €100.8 million.
(d) Tax Loss Carry-Forwards and Tax Credits
Tax loss carry-forwards not yet used amounted to €82.7 million
as of December 31, 2009. They mainly came from an Australian
entity (€47.1 million), from a German entity (€23.6 million)
and from Malaysian entities (€8.7 million). Deferred income tax
assets corresponding to these tax loss carry-forwards but not
recorded as of December 31, 2009 amounted to €24.9 million.
All of these tax loss carry-forwards are reportable over an unlimited
period of time.
Note 7 – Income / (Loss) from
Discontinued Operations
According to IAS 1 income / (loss) from activities closed or sold
during the period are reported here.
In 2009 and 2008, no activity was closed or sold, or under selling.
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Financial Information on the Company’s Assets, Financial Situation and Results
20.1. Consolidated Financial Statements
Note 8 – Earnings per Share
Diluted earnings per share are computed in accordance with Note 1-C-(i) Earnings per Share. Reconciliation between earnings per share
before dilution and diluted earnings per share is as follows:
In millions of Euro 2009 2008
Net Income Attributable to Shareholders of the Parent Company 170.4 448.0
Net Income Attributable to Shareholders of the Parent Company 170.4 448.0
In thousands
Weighted Average Number of Outstanding Shares during the Period
(excluding Treasury Shares) used for Basic Earnings per Share 106,259 104,817
Effect of Dilution:
■ Stock Options
13 66
■ Free Shares
937 443
Weighted Average Number of Outstanding Shares during the Period
(excluding Treasury Shares) Adjusted for Diluted Earnings per Share 107,209 105,326
In Euro
Diluted Earnings per Share 1.59 4.25
Basic Earnings per Share 1.60 4.27
During the fiscal year 2008 and 2009, the Group attributed free
shares and stock options under condition of performance and realized
a capital increase reserved for the employees which caused
a dilution of the earnings per share.
In 2008, because of an average share price of €45.55, 2005 stock
option plan parts A and C were anti-dilutive; as were stock options
reallocated during the period (parts A, B, C of the 2005 plan).
In 2009, because of an average share price of €36.71, 2005 stock
option plan parts A, B and C were anti-dilutive; as were stock
options reallocated during the period (parts A, B, C of the 2005
plan).
Note 9 – Property, Plant and Equipment (Tangible Assets)
The following tables illustrate the costs, the accumulated amortization and depreciation by type of tangible assets:
Machinery
and
Equipment
Office
Fixtures
and
Furniture
Assets under
Construction Others Total
In millions of Euro Land Buildings Vessels
Costs 9.0 187.1 759.6 494.1 152.9 219.4 113.8 1,935.8
Accumulated Amortization - (104.2) (397.3) (288.2) (105.6) - (65.1) (960.6)
Accumulated Impairment
Losses (0.9) - (13.4) (15.9) - - - (30.2)
Net Book Value
as of December 31, 2008 8.1 82.9 348.9 189.9 47.2 219.4 48.6 945.0
Costs 10.7 222.4 951.3 569.7 171.0 383.3 105.9 2,414.3
Accumulated Amortization - (123.0) (465.6) (349.0) (123.1) - (59.1) (1,119.9)
Accumulated Impairment
Losses (0.8) - (70.8) (15.9) - (12.4) - (99.9)
Net Book Value
as of December 31, 2009 9.9 99.4 414.9 204.8 47.9 370.9 46.7 1,194.5
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20.1. Consolidated Financial Statements 20
Changes in net property, plant and equipment during the previous two periods break down as follows:
Machinery
and
Equipment
Office
Fixtures and
Furniture
Assets under
Construction Others Total
In millions of Euro Land Buildings Vessels
Net Book Value
as of January 1, 2008 9.9 64.2 354.1 213.4 39.5 89.0 47.9 818.0
Additions–Acquisitions–
Internal Developments 0.1 29.1 100.9 50.1 20.7 168.0 20.3 389.2
Disposals (1.4) 2.1 (0.9) (8.8) 7.3 - (3.6) (5.3)
Disposals of Subsidiaries - - - - - - - -
Depreciation Expense for the Year - (13.7) (67.5) (30.3) (19.7) - (7.7) (139.0)
Impairment Losses - - (13.4) (15.9) - - - (29.3)
Net Foreign Exchange Differences (0.5) (3.9) (43.5) (30.2) (1.6) (5.9) (3.6) (89.2)
Others (1) - 5.0 19.3 11.6 0.9 (31.7) (4.7) 0.4
Net Book Value
as of December 31, 2008 8.1 82.9 348.9 189.9 47.2 219.4 48.6 945.0
Additions–Acquisitions–
Internal Developments 1.3 7.6 78.6 34.7 15.5 259.4 16.1 413.2
Disposals/Write-off - (0.3) (0.4) 4.3 (1.8) - (1.8) (0.1)
Disposals of Subsidiaries - - - - - - - -
Depreciation Expense for the Year - (10.3) (50.7) (43.6) (17.7) - (9.6) (132.0)
Impairment Losses - - (57.4) - - (12.4) - (69.8)
Net Foreign Exchange Differences 0.5 2.8 18.8 15.1 1.2 (2.7) 0.2 35.9
Others (1) - 16.7 77.1 4.5 3.5 (92.8) (6.8) 2.3
Net Book Value
as of December 31, 2009 9.9 99.4 414.9 204.8 47.9 370.9 46.7 1,194.5
(1) Includes mainly reclassification of assets under construction to the specific category where they will be used when they are delivered.
No assets are subject to a capital lease.
The amount of pledged assets amounted to €60.6 million as of
December 31, 2009.
The Group decided to accelerate investments in particular in
order to expand the fleet of vessels (construction and delivery
of new vessels). The principal vessels recorded as “Assets under
construction” as of December 31, 2009 were as follows:
■
the Skandi Vitoria, a flexlay vessel 50% owned by Technip and
dedicated to the Brazilian market. Cumulative capital expenditures
amounted to €92.8 million as of December 31, 2009,
of which €66.1 million during the period;
■
■
the Deep Energy, a pipelay vessel dedicated to deep water,
for which the cumulative capital expenditures amounted to
€160.1 million, of which €67.7 million during the period;
the Apache II, a vessel under construction owned by North Ocean
III KS, a company acquired during the period – see Note 2-(a)
Changes in Scope of Consolidation, for which recorded value
amounted to €90.6 million as of December 31, 2009.
In addition the Group continues to build a flexible plant in
Malaysia, for which the amount recorded in assets under construction
amounted to €48.4 million as of December 31, 2009, of
which €25.1 million during the period.
Note 10 – Intangible Assets
Costs, accumulated amortization and depreciation by type of intangible assets are as follows:
In millions of Euro
Goodwill
Licenses/
Patents/
Trademarks Software Others Total
Costs 2,369.1 93.9 58.1 2.4 2,523.5
Accumulated Amortization - (61.7) (50.8) (1.8) (114.3)
Accumulated Impairment Losses - - - - -
Net Book Value as of December 31, 2008 2,369.1 32.2 7.3 0.6 2,409.2
Costs 2,369.3 108.1 59.6 7.7 2,544.8
Accumulated Amortization - (80.2) (54.2) (2.1) (136.5)
Accumulated Impairment Losses - - - - -
Net Book Value as of December 31, 2009 2,369.3 27.9 5.4 5.6 2,408.2
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Financial Information on the Company’s Assets, Financial Situation and Results
20.1. Consolidated Financial Statements
(a) Changes in Net Intangible Assets
Changes in net intangible assets during the previous two periods break down as follows:
In millions of Euro
Goodwill
Licenses/
Patents/
Trademarks Software Others (1) Total
Net Book Value as of January 1, 2008 2,357.4 35.4 7.6 19.1 2,419.5
Additions–Acquisitions–Internal Developments 11.6 0.1 4.0 8.0 23.7
Additions–Business Combinations - 4.1 - - 4.1
Disposals/Write off - - - (22.2) (22.2)
Amortization Charge for the Year - (7.9) (4.2) - (12.1)
Impairment Losses - - - (8.2) (8.2)
Net Foreign Exchange Differences - 0.5 (0.1) - 0.4
Others - - - 3.9 3.9
Net Book Value as of December 31, 2008 2,369.1 32.2 7.3 0.6 2,409.2
Additions–Acquisitions–Internal Developments - 3.6 1.8 5.0 10.4
Additions–Business Combinations - 8.3 - - 8.3
Disposals/Write off - - - - -
Amortization Charge for the Year - (18.6) (3.7) - (22.3)
Impairment Losses - - - - -
Net Foreign Exchange Differences - 2.4 - - 2.4
Others 0.2 - - - 0.2
Net Book Value as of December 31, 2009 2,369.3 27.9 5.4 5.6 2,408.2
(1) Principally the cost of software projects developed internally. Some of these projects were cancelled in 2008 and previously capitalized costs were recorded as expenses.
See Note 4-(f) Other Operating Expenses.
(b) Goodwill
The goodwill arising from an acquisition is the part of the purchase
price that exceeds the share of identifiable assets and liabilities of
the acquired entity measured at fair value. This goodwill is subject
to an impairment test performed annually or whenever a meaningful
event occurs (See Note 1-C-(d) Business Combinations).
In 2008, the goodwill allocated to the Offshore segment increased
by €6.1 million due to the acquisition of Eurodim, and the goodwill
allocated to the Onshore segment increased by €5.6 million
as a result of the acquisitions of EPG (€3.9 million), Sofremines
(€1.0 million) renamed Technip Mines, and the allocation of the
goodwill generated by the acquisition of Setudi (€0.7 million).
See Note 2 − Scope of Consolidation.
There were no significant changes in goodwill amounts in 2009.
The following table shows the detail of goodwill by business
segment:
As of December 31,
In millions of Euro 2009 2008
Subsea (1) 1,928.6 1,928.6
Offshore (1) 310.8 310.8
Onshore 129.9 129.7
Total 2,369.3 2,369.1
Impairment tests were performed on the goodwill, using the
method described in Note 1-C-(a) Use of Estimates.
By using the discounted cash flow method, the impairment tests
performed by the Group were based on the most likely assumptions
with respect to activity and result. Assumptions made in
2009 relied on the business plans covering years 2010 to 2012 for
each business segment. Beyond 2012, the growth rate taken into
account was 3.0%. Cash flows were discounted at a rate of 10.0%
after tax. The tax rate used in the model was 30.0%.
As of December 31, 2009 the net book value of goodwill was
confirmed by the impairment tests performed. There would have
been no impact on the value of goodwill from a 10% decrease in
the 2012 operating margin relative to the business plan estimates,
or using a growth rate of 2.0%, or a plus or minus 1.0% variation
in the discount rate.
No impairment loss was recorded in 2008.
(1) The goodwill relative to Coflexip resulting from two parts of the acquisition
was assigned – after allocation to identifiable items – to two business
segments: Subsea and Offshore.
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20.1. Consolidated Financial Statements 20
Note 11 – Investments in Associates Accounted for Using the Equity Method
As of December 31, 2009 and 2008 only one entity, Technip KTI Spa, is consolidated under the Equity Method.
The main financial data of this company accounted for using the equity method are disclosed hereafter on a 100% basis:
As of December 31, 2009
In millions of Euro TP KTI Spa Total
Country
Italy
Percentage of Interest 25%
Carrying Amount of the Investment 9.3 9.3
Financial Data at 100%
Total Assets
NC
Total Liabilities (except Equity)
NC
Net Assets
NC
Revenues
NC
Net Income 16.5
As of December 31, 2008
In millions of Euro TP KTI Spa Total
Country
Italy
Percentage of Interest 25%
Carrying amount of the Investment 6.7 6.7
Financial Data at 100%
Total Assets 628.0
Total Liabilities (except Equity) 604.0
Net Assets 24.0
Revenues 193.0
Net Income 10.2
Changes in investments in the associate accounted for using the equity method break down as follows:
In millions of Euro 2009 2008
Carrying Amount of Investments as of January 1, 6.7 4.9
Additions 0.5 0.5
Disposals - -
Share of Income/(Loss) of Associates Accounted for Using the Equity Method 4.7 2.2
Paid Dividends (2.8) (0.9)
Foreign Exchange Differences - -
Net Gains/(Losses) from Fair Value Adjustments - -
Reclassifications - -
Carrying Amount of Investments as of December 31, 9.3 6.7
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Financial Information on the Company’s Assets, Financial Situation and Results
20.1. Consolidated Financial Statements
Note 12 – Other Financial Assets
As per Note 1-C-(l) Other Financial Assets, other financial assets are recorded at their fair value or at their historical cost if there is no
way to evaluate them reliably. In this latter case, depreciation is recorded if its recoverable amount is lower than its historical cost.
As of December 31, 2009 impairment tests performed on net book value of other financial assets (non-current) did not lead the Group
to account for an impairment loss. The breakdown of this item by nature is presented below:
Carrying Amount
Fair Value
As of December 31, As of December 31,
In millions of Euro 2009 2008 2009 2008
Non-Consolidated Investments 3.3 4.3 3.3 4.3
Valuation Allowance (1.3) (1.9) (1.3) (1.9)
Net Value of Non-Consolidated Investments 2.1 2.4 2.1 2.4
Receivables related to Investments 0.2 0.2 0.2 0.2
Valuation Allowance - - - -
Net Value of Receivables Related to Investments 0.2 0.2 0.2 0.2
Loans 9.6 6.5 9.6 6.5
Valuation Allowance - (1.2) - (1.2)
Net Value of Loans 9.6 5.3 9.6 5.3
Security Deposits 11.8 11.2 11.8 11.2
Valuation Allowance (3.4) (3.2) (3.4) (3.2)
Net Value of Security Deposits 8.4 8.0 8.4 8.0
Others 2.2 2.7 2.2 2.7
Total Other Financial Assets (Non-Current), Net 22.5 18.6 22.5 18.6
Note 13 – Available-for-Sale Financial Assets
As of December 31, 2009 and 2008 the Group owned 789,067 shares of Gulf Island Fabricators Inc. (GIFI), a U.S. company listed in
New York (NASDAQ).
Carrying Amount
Fair Value
As of December 31, As of December 31,
In millions of Euro 2009 2008 2009 2008
Share – Unlisted - - - -
Share – Listed 11.5 8.2 11.5 8.2
Total Available-for-Sale Financial Assets 11.5 8.2 11.5 8.2
An impairment loss is recorded through the income statement when the loss is sustained (more than two quarters) or significant (more than 30%).
In 2009 a depreciation was recorded in the income statement for €3.1 million in the first quarter, an appreciation was then recorded
through shareholders’ equity for €6.8 million as of December 31, 2009.
In 2008 a depreciation was recorded through the income statement for €7.3 million.
Note 14 – Inventories
The inventories break down as follows:
As of December 31,
In millions of Euro 2009 2008
Raw Materials 104.1 115.9
Work in Progress 72.8 73.1
Finished Goods and Merchandise 52.1 45.4
Valuation Allowance (13.6) (8.2)
Total Inventories, Net 215.4 226.2
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20.1. Consolidated Financial Statements 20
Note 15 – Construction Contracts
Long-term contracts are recorded in accordance with IAS 11 (“Construction contracts”) when they include construction and delivery
of a complex physical asset, or in accordance with IAS 18 (“Revenues”) in other cases. See Note 1-C-(b) Long-Term Contracts.
Construction contracts break down as follows:
As of December 31,
In millions of Euro 2009 2008
Construction Contracts – Amounts in Assets 158.0 140.8
Construction Contracts – Amounts in Liabilities (975.6) (1,253.0)
Total Construction Contracts, Net (817.6) (1,112.2)
Costs and Margins Recognized at the Percentage of Completion 8,251.4 12,346.0
Payments Received from Clients (8,911.9) (13,333.0)
Losses at Completion (157.1) (125.2)
Total Construction Contracts, Net (817.6) (1,112.2)
Note 16 – Trade Receivables
Given the specific nature of Group operations, clients are principally major oil and gas, petrochemical or oil-related companies.
This line item represents receivables from completed contracts, invoices to be issued on long-term contracts other than construction
contracts and miscellaneous invoices (trading, providing services, etc.).
As of December 31,
In millions of Euro 2009 2008
Trade Receivables 912.9 930.0
Contracts – To be invoiced (1) 148.5 193.5
Doubtful Accounts 58.6 38.3
Allowance for Doubtful Accounts (58.6) (38.3)
Total Trade Receivables, Net 1,061.4 1,123.5
(1) Amounts to be invoiced on contracts other than construction contracts.
Trade receivables are non-interest bearing. Their maturities are linked to the operating cycle of contracts.
Each customer’s financial situation is periodically reviewed. Provisions for doubtful receivables, which have so far never been considered
insufficient at the Group level, are recorded for all potential uncollectible receivables, and are as follows:
In millions of Euro 2009 2008
Provisions as of January 1, (38.3) (36.5)
Increase (38.3) (19.3)
Used 4.4 3.3
Unused Provisions Reversed 13.6 14.8
Others - (0.6)
Provisions as of December 31, (58.6) (38.3)
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Financial Information on the Company’s Assets, Financial Situation and Results
20.1. Consolidated Financial Statements
Note 17 – Other Current Receivables
The other current receivables break down as follows:
As of December 31,
In millions of Euro 2009 2008
Value Added Tax Receivables 80.6 72.1
Other Tax Receivables 48.4 35.5
Receivables from Personnel 6.8 7.3
Prepaid Expenses 65.7 73.2
Insurance Indemnities to Be Received 13.9 9.0
Others 79.5 135.0
Total Other Receivables, Net 294.9 332.1
Other current receivables are non-interest bearing.
Note 18 – Cash and Cash Equivalents
Cash and Cash Equivalents break down as follows:
As of December 31,
In millions of Euro 2009 2008
Cash at Bank and in Hands 515.7 477.3
Cash Equivalents 2,140.6 1,927.4
Total Cash and Cash Equivalents 2,656.3 2,404.7
Euro 1,046.2 880.4
U.S. Dollar 760.7 844.8
British Pound 76.5 96.3
Japanese Yen 53.8 102.2
Canadian Dollar 28.9 32.6
Australian Dollar 24.7 31.0
Brazilian Real 352.0 136.1
Norwegian Crown 66.3 90.2
Others 247.2 191.1
Total Cash and Cash Equivalents per Currency 2,656.3 2,404.7
Certificates of Deposits 501.5 336.4
Fixed Term Deposits 1,558.4 1,489.6
Others 80.7 101.4
Total Marketable Securities 2,140.6 1,927.4
A very large part of cash and marketable securities are recorded
or invested in Euro or U.S. Dollar which are frequently used by the
Group within the framework of its commercial relations. Cash and
cash equivalents in other currencies correspond either to deposits
retained by subsidiaries located in countries where such currencies
are the national currencies in order to ensure their own liquidity,
or to amounts received from customers prior to the payment of
expenses in these same currencies or the payment of dividends.
The nature of the short-term deposits leads to classify them as
cash equivalents along with the other marketable securities.
Note 19 – Assets and Liabilities
Held for Sale
As of December 31, 2009 and 2008 there were no assets or liabilities
held for sale.
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Financial Information on the Company’s Assets, Financial Situation and Results
20.1. Consolidated Financial Statements 20
Note 20 – Shareholders’Equity
(a) Changes in the Parent Company’s Common Stock
As of December 31, 2009, Technip common stock consisted of 109,343,294 outstanding authorized shares with a par value of €0.7625.
Changes since January 1, 2008 break down as follows:
Number of Shares
Outstanding
Common Stock
(In millions of Euro)
Common Stock as of January 1, 2008 107,353,774 81.9
Capital Increase due to Stock Option Exercised 517,530 0.4
Capital Increase reserved for Employees 1,446,260 1.1
Common Stock as of December 31, 2008 109,317,564 83.4
Capital Increase due to Stock Option Exercised 25,730 -
Capital Increase reserved for Employees - -
Common Stock as of December 31, 2009 109,343,294 83.4
(b) Technip Shareholders as of December 31
Technip’s principal shareholders are as follows:
As of December 31,
2009 2008
Blackrock Inc 5.6% -
Tradewinds NWQ 5.0% 5.7%
Fonds Stratégique d’Investissement 5.0% -
Causeway Capital Management 4.4% 5.4%
Institut Français du Pétrole 2.8% 2.8%
Treasury Shares 2.8% 2.8%
Group Employees 2.4% 2.9%
ING Groep NV - 5.0%
Others 72.0% 75.4%
Total 100.0% 100.0%
The percentages correspond to the disclosure of major holdings as reported to AMF.
(c) Treasury Shares
Treasury shares are as follows:
Treasury Shares
Number of Shares (In millions of Euro)
Treasury Shares as of January 1, 2008 3,066,658 (144.3)
Cancellation of Treasury Shares - -
Increase 27,669 (0.8)
Decrease due to Stock Options Exercised - -
Decrease due to Attribution to Employees (28,183) 1.3
Treasury Shares as of December 31, 2008 3,066,144 (143.8)
Cancellation of Treasury Shares - -
Increase - -
Decrease due to Stock Options Exercised - -
Decrease due to Attribution to Employees (234) -
Treasury Shares as of December 31, 2009 3,065,910 (143.8)
Treasury shares are meant to be used to honor the free share allocation plans granted to employees in 2007, 2008 and 2009 as well as
to honor share purchase option plans granted in 2008.
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Financial Information on the Company’s Assets, Financial Situation and Results
20.1. Consolidated Financial Statements
(d) Fair Value Reserves
Fair value reserves are as follows:
Stock
Options and
Free Shares
Revaluation of
Available-for-Sale
Financial Assets (2) Others Total
In millions of Euro
Convertible
Bond
Hedging
Reserve (1)
As of January 1, 2008 14.6 19.1 29.4 2.0 (1.9) 63.2
IAS 32/39 – Net Gains/(Losses)
on Cash Flow Hedges - (92.1) - - - (92.1)
Tax Effect on IAS 32/39 - 15.1 - - - 15.1
Stock Options and Free Shares - - 25.9 - - 25.9
Tax Effect on Free shares - - 18.6 - - 18.6
IAS 39: Fair Value Changes
on Available-for-Sale Investments - - - (3.0) - (3.0)
Tax Effect on Fair Value Changes
on Available-for-Sale Investments - - - 1.0 - 1.0
Others (14.6) - - - 6.2 (8.4)
As of December 31, 2008 - (57.9) 73.9 - 4.3 20.3
IAS 32/39 – Net Gains/(Losses)
on Cash Flow Hedges - 74.0 - - - 74.0
Tax Effect on IAS 32/39 - (15.3) - - - (15.3)
Reclassification of Stock Options and
Free Shares in Reserves - - (73.9) - - (73.9)
IAS 39: Fair Value Changes
on Available-for-Sale Investments - - - 6.8 - 6.8
Tax Effect on Fair Value Changes
on Available-for-Sale Investments - - - (2.5) - (2.5)
Others - - - - (7.5) (7.5)
As of December 31, 2009 - 0.8 - 4.3 (3.2) 1.9
(1) Recorded under this heading is the portion of a gain or loss realized on cash flow hedging that is considered as efficient. See Note 1-C-(c) Foreign Currency Transactions
and Financial Instruments.
(2) Amounts correspond basically to the revaluation of GIFI shares based on the share price on December 31(See Note 13 - Available for Sale Financial Assets). Gains and losses
on these available-for-sale financial assets are normally recorded in equity until they are effectively sold.
(e) Distributable Retained Earnings
The distributable retained earnings of the parent company
amounted to €287.9 million as of December 31, 2009.
(f) Statutory Legal Reserve
Under French Law, companies must allocate 5% of their statutory
net profit to their legal reserve fund each year before dividends
may be paid in respect of that year. Funds are allocated until the
amount in the legal reserve is equal to 10% of the aggregate
nominal value of the issued and outstanding share capital.
The legal reserve may only be distributed to shareholders upon
liquidation of the company. The statutory legal reserve amounted
to €9.8 million as of December 31, 2009.
(g) Dividends Paid and Proposed
In 2008, the dividend paid in respect of 2007 amounted to
€125.1 million (€1.20 per share) of which €23.0 million was
taken from retained earnings.
In 2009, the dividend paid in respect of 2008 amounted to
€127.5 million (€1.20 per share).
The recommended dividend in respect of 2009 of €1.35 per share
which amounts to €143.8 million will be submitted to a vote of
the General Shareholders’ meeting scheduled for April 29, 2010.
Given that no decision was taken as of December 31, 2009, no
impact was recorded in the 2009 accounts.
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Financial Information on the Company’s Assets, Financial Situation and Results
20.1. Consolidated Financial Statements 20
(h) Executive Stock Option Plans
and Share Purchase Option Plans
The 2002 stock option plan (remaining portion of part B) reached
its maturity date during the year 2009.
The 2005 stock option plan (part A) was authorized by the General
Shareholders’ Meeting held on April 29, 2005 and implemented
by the Board of Directors on December 14, 2005. These options
are valid up to 6 years from the date of grant.
The 2005 stock option plan (part B) was authorized by the General
Shareholders’ Meeting held on April 29, 2005 and implemented
by the Board of Directors on July 26, 2006. These options are valid
up to 6 years from the date of grant.
The 2005 stock option plan (part C) was authorized by the General
Shareholders’ Meeting held on April 29, 2005 and implemented
by the Board of Directors on March 12, 2007. These options are
valid up to 6 years from the date of grant.
Available stock options from the 2005 stock option plan (parts A
and B) were redistributed according to the decision by the Board
of Directors meeting of December 12, 2007. These options are
valid up to 6 years from the date of grant.
Available stock options from the 2005 stock option plan (parts
A, B and C) were redistributed according to the decision by the
Board of Directors meeting of June 12, 2008. These options are
valid up to 6 years from the date of grant.
A new share purchase option plan was implemented by the Board
of Directors on July 1 st , 2008. These options are valid up to 6 years
from the date of grant.
A new share purchase option plan was implemented by the Board
of Directors on June 15, 2009. These options are valid up to 6 years
from the date of grant.
After the merger of Technip and Coflexip SA, Technip took over
the stock option plans of Coflexip. Granted stock option plans
are as follows:
■
■
■
Stock option plan 9.3 is no longer valid as the maturity date
was reached during the year.
Stock option plan 10 was authorized by the General Shareholders’
Meeting held on June 2, 1999 and implemented by the Board
of Directors on December 14, 1999. These options are valid up
to 10 years from the date of grant.
Stock option plan 11 was authorized by the General Shareholders’
Meeting held on May 30, 2000 and implemented by the Board
of Directors on March 20, 2001. These options are valid up to
10 years from the date of grant.
The Board of Directors decided as of May 14, 2007 to adjust
the rights of option recipients in order to take into account
the extraordinary dividend deducted from retained earnings
and voted by the Combined Shareholders’ Meeting on April 27,
2007. Consequently exercise prices and number of options were
recalculated for all plans.
The Board of Directors decided as of May 14, 2008 to adjust
the rights of option recipients in order to take into account the
extraordinary dividend deducted from retained earnings and
voted by the Combined Shareholders’ Meeting on May 6, 2008.
Consequently exercise prices and option numbers were recalculated
again for all plans.
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Financial Information on the Company’s Assets, Financial Situation and Results
20.1. Consolidated Financial Statements
Technip Plans Plan 2002 Plan 2005 Plan 2008 Plan 2009
Number of Stock Options Part B Part A Part B Part C Part A, B
Part A, B
and C Part A Part A Total
Remaining
Portion (1) (2) (3) (4) Re-
Granted (5)
Re-
(6)
Granted
(7) (8)
Options Granted as of December 31, 2002 - - - - - - - - -
Options Granted (Subscription) 5,200 - - - - - - - 5,200
Options Granted as of December 31, 2003 5,200 - - - - - - - 5,200
Options Granted as of December 31, 2004 5,200 - - - - - - - 5,200
Options Granted (Subscription) - 965,213 - - - - - - 965,213
Options Granted as of December 31, 2005 5,200 965,213 - - - - - - 970,413
Options Granted (Subscription) - - 965,213 - - - - - 965,213
Options Exercised (Subscription) (1,300) - - - - - - - (1,300)
Options Granted as of December 31, 2006 3,900 965,213 965,213 - - - - - 1,934,326
Options Granted (Subscription) 129 21,339 21,867 987,192 - - - - 1,030,527
Options Re-Granted (Subscription) - - 26,078 15,345 85,000 - - - 126,423
Options Exercised (Subscription) (2,864) - - - - - - - (2,864)
Options Cancelled (Subscription) (551) (62,885) (48,193) (15,345) - - - - (126,974)
Options Granted as of December 31, 2007 614 923,667 964,965 987,192 85,000 - - - 2,961,438
Options Granted (Purchase) - - - - - - 953,100 - 953,100
Options Granted (Subscription) 3 3,449 3,648 3,666 329 - - 11,095
Options Re-Granted (Subscription) - - - - - 106,858 - - 106,858
Options Exercised (Subscription) - - - (2,054) - - - - (2,054)
Options Cancelled (Purchase/Subscription) - (31,800) (65,588) (58,404) (5,019) - (11,040) - (171,851)
Options Granted as of December 31, 2008 617 895,316 903,025 930,400 80,310 106,858 942,060 - 3,858,586
Options Granted (Subscription) - - - - - - - 1,093,175 1,093,175
Options Exercised (Subscription) (617) - (1,540) - - - - - (2,157)
Options Cancelled (Purchase/Subscription) - (8,079) (21,562) (2,054) - (3,000) (5,000) (2,100) (41,795)
Options Granted as of December 31, 2009 - 887,237 879,923 928,346 80,310 103,858 937,060 1,091,075 4,907,809
Maturity Dates May 21,
2009
Dec. 14,
2011
July 26,
2012
(1) Options exercisable after 3 years from May 21, 2003.
(2) Options exercisable after 4 years from December 14, 2005 provided certain targets are met.
(3) Options exercisable after 4 years from July 26, 2006 provided certain targets are met.
(4) Options exercisable after 4 years from March 12, 2007 provided certain targets are met.
(5) Options exercisable after 4 years from December 12, 2007 provided certain targets are met.
(6) Options exercisable after 4 years from June 12, 2008 provided certain targets are met.
(7) Options exercisable after 4 years from July 01, 2008 provided certain targets are met.
(8) Options exercisable after 4 years from June 15, 2009 provided certain targets are met.
March 12,
2013
Dec. 12,
2013
June 12,
2014
July 1,
2014
June 15,
2015
Except for the 2002 stock option plan (remaining portion of part B), these stock options were granted subject to certain targets.
This means that the final number of stock options granted to employees is contingent upon Technip achieving a satisfactory performance
for its shareholders.
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Financial Information on the Company’s Assets, Financial Situation and Results
20.1. Consolidated Financial Statements 20
For the 2005 plan, this performance will be measured as the increase in Group earnings per share compared with the average earnings
per share growth of a panel of competitors. For the 2008 and 2009 plans, this performance will be measured as the increase in Group
consolidated net income compared with the average consolidated net income growth of a panel of competitors.
Coflexip Plans
Number of Stock Options Plan 10 Plan 11 Total
Options Granted in 1999 2001
Purchase Options Granted - 34,415 34,415
Subscription Options Granted 127,386 180,000 307,386
Options Granted as of December 31, 2003 91,384 178,415 269,799
Options Exercised (Subscription) (20,760) - (20,760)
Options Cancelled (Subscription) (1,334) (1,000) (2,334)
Options Granted as of December 31, 2004 69,290 177,415 246,705
Options Exercised (Subscription) (44,245) (24,785) (69,030)
Options Exercised (Purchase) - (34,415) (34,415)
Options Cancelled (Subscription) - (16,915) (16,915)
Options Granted as of December 31, 2005 25,045 101,300 126,345
Options Exercised (Subscription) (6,950) (36,207) (43,157)
Options Granted as of December 31, 2006 18,095 65,093 83,188
Options Granted (Subscription) 356 1,311 1,667
Options Exercised (Subscription) (8,642) (18,845) (27,487)
Options Cancelled (Subscription) - (1,023) (1,023)
Options Granted as of December 31, 2007 9,809 46,536 56,345
Options Granted (Subscription) 37 178 215
Options Exercised (Subscription) (2,110) (9,301) (11,411)
Options Granted as of December 31, 2008 7,736 37,413 45,149
Options Exercised (Subscription) (3,629) (1,803) (5,432)
Options Cancelled (Subscription) (4,107) - (4,107)
Options Granted as of December 31, 2009 - 35,610 35,610
Options Granted as of December 31, 2009 after the 2005 “Share Split” - 142,439 142,439
Maturity Dates Dec. 14, 2009 March 20, 2011
IFRS 2 applies to stock option plans implemented after
November 7, 2002 and whose rights were not vested as of
January 1, 2005. Consequently, the Group recorded a charge of
€13.7 million in 2009 compared with €7.2 million in 2008.
To evaluate these plans, and considering the lack of relevant
historical information, the Group used the six general assumptions
common to all options pricing models (exercise price, term,
share price at the grant date, expected volatility of share price,
estimated dividends and risk-free interest rate for the option life).
Regarding the assessment of volatility, the historical measures
performed on the share price show great discrepancies depending
upon the periods and the maturity chosen. In order to achieve a
reliable measure of the future volatility, Technip decided to use
an approach that consists in comparing measures of historical
volatility over periods of 1 year, 2 years, 3 years and 5 years on the
one hand and the share’s implied volatility on the other hand.
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Financial Information on the Company’s Assets, Financial Situation and Results
20.1. Consolidated Financial Statements
The following table illustrates the assumptions used to calculate the charge. The Group uses the Cox Ross Rubinstein binomial model.
Technip Plans Plan 2002 Plan 2005 Plan 2008 Plan 2009
In Euro
Remaining
Portion of
Part B Part A Part B Part C
Part A and B
Re-Granted
Part A, B
and C
Re-Granted Part A Part A
Share Price at the Grant Date 18.63 48.87 43.01 50.19 54.21 55.81 58.50 36.41
Exercise Price 18.50 48.19 42.48 50.47 55.88 59.96 58.15 34.83
Dividend Yield 2.7% 2.0% 2.0% 2.0% 2.0% 2.0% 2.0% 3.5%
Turnover Rate 2.0% 5.0% 5.0% 5.0% 2.0% 2.0% 2.0% 2.0%
Volatility 46.2% 28.0% 31.0% 30.3% 32.0% 34.4% 34.4% 32.9%
Annual Risk Free
Interest Rate 6 months 2.3% 2.6% 3.3% 4.0% 4.9% 5.1% 5.2% 1.5%
1 year 2.2% 2.8% 3.5% 4.1% 4.9% 5.4% 5.4% 1.7%
3 years 2.4% 2.9% 3.7% 3.9% 4.1% 4.7% 4.7% 2.2%
5 years 3.0% 3.1% 3.8% 4.0% 4.2% 4.8% 4.8% 2.9%
10 years 3.8% 3.3% 4.0% 4.0% 4.4% 4.8% 4.8% 3.9%
Option Fair Value 6.50 10.97 11.22 12.75 13.74 14.90 17.30 8.45
Maturity Dates May 21,
2009
Dec 14,
2011
July 26,
2012
Average share price amounted to €36.71 in 2009 and €45.55 in 2008.
Mar. 12,
2013
Dec. 12,
2013
June 12,
2014
July 1,
2014
June 15,
2015
(i) Free Share Allocation Plans
The following free shares allocation plans have been implemented:
■
■
■
■
The 2007 (part A) free share allocation plan was authorized
by the General Shareholders’ Meeting on April 28, 2006, and
implemented by the Board of Directors on March 12, 2007.
The vesting period is 3 years and the holding period is 2 years.
The 2007 (part B) free share allocation plan was authorized
by the General Shareholders’ Meeting on April 28, 2006, and
implemented by the Board of Directors on March 12, 2007.
The vesting period is 4 years.
Available shares from parts A and B were re-granted pursuant
to a Board of Directors decision taken on December 12, 2007.
The vesting period and holding period are the same as in the
original plan.
Available shares from parts A and B were re-granted pursuant to
a Board of Directors decision taken on July 1, 2008. The vesting
period and holding period are the same as in the original plan.
■
■
The 2008 free share allocation plan was authorized by the
General Shareholders’ Meeting on May 6, 2008, and implemented
by the Board of Directors on July 1, 2008 and December 9, 2008
for parts A and B respectively. The vesting period is either 3 years
(in which case the holding period is 2 years), or 4 years (in which
case there is no holding period).
The 2009 free share allocation plan was authorized by
the General Shareholders’ Meeting on April 30, 2009, and
implemented by the Board of Directors on June 15, 2009 and
October 25, 2009 for parts A and B respectively. The vesting
period is either 3 years (in which case the holding period is
2 years), or 4 years (in which case there is no holding period).
Free shares were granted contingent to the same performance
conditions described in Note 20-(h) Executive Stock Option Plans
and Share Purchase Plans.
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Financial Information on the Company’s Assets, Financial Situation and Results
20.1. Consolidated Financial Statements 20
Changes over the year are as follows:
Plan 2007 Plan 2008 Plan 2009
Part A Part B
Part A and B
Re-Granted Part A Part B Part C Part A Part B Total
Shares Granted
as of January 1, 2007 - - - - - - - - -
Shares Granted 398,800 711,870 - - - - - - 1,110,670
Shares Re-Granted - - 44,500 - - - - - 44,500
Shares Cancelled (4,600) (39,900) - - - - - - (44,500)
Shares Granted
as of December 31, 2007 394,200 671,970 44,500 - - - - - 1,110,670
Shares Granted - - - 859,050 20,100 - - - 879,150
Shares Re-Granted - - 20,300 - - - - - 20,300
Shares Cancelled (13,500) (36,600) (1,800) (11,700) - - - - (63,600)
Shares Granted
as of December 31, 2008 380,700 635,370 63,000 847,350 20,100 - - - 1,946,520
Shares Granted - - - - - 191,542 981,175 12,000 1,184,717
Shares Exercised (234) - - - - - - - (234)
Shares Cancelled (2,566) (10,166) (800) (12,060) - (1,100) (2,100) - (28,792)
Shares Granted
as of December 31, 2009 377,900 625,204 62,200 835,290 20,100 190,442 979,075 12,000 3,102,211
IFRS 2 applies to the valuation of free share allocations. Consequently, the Group recorded a charge of €24.9 million in 2009 compared
to €15.8 million in 2008.
The following table shows assumptions made for the fair value computation of the plans:
Plan 2007 Plan 2008 Plan 2009
Part A and B Re-
Part A Part B
Granted Part A Part B Part C Part A Part B
Share Price
at the Grant Date 50.19 50.19 54.21 58.50 58.50 23.76 36.41 36.41
Dividend Yield 3.2% 2.9% 2.0% 2.0% 2.0% 3.0% 3.5% 3.5%
Turnover Rate (1) 2.0% 6.0% 2.0%/6.0% 2.0%/6.0% 2.0%/6.0% 2.0%/6.0% 2.0%/6.0% 2.0%/6.0%
Fair Value
of Free Shares (1) 45.57 44.57 50.65 55.10/54.00 55.10/54.00 21.72/21.07 32.78/31.65 32.78/31.65
Maturity Dates Mar. 13,
2012
Mar. 13,
2011
Dec. 12, 2011/12
& July 1, 2012/13
July 1,
2012/13
Dec. 9,
2012/13
Feb. 18,
2013/14
June 15,
2013/14
Oct. 25,
2014
(1) The turnover rate and fair value of free shares differ from country to country.
Free shares allocated to employees will be granted using treasury shares.
Average share price amounted to €36.71 in 2009, compared with €45.55 in 2008.
(j) Capital Increase Reserved for Employees
No capital increase reserved for employees was realized in 2009.
Technip realized a capital increase reserved for employees in 2008.
Following this capital increase, the number of shares issued on
October 17, 2008 was 1,446,260 shares, the increase in common
stock amounted to €1.1 million and the increase in Paid-in-Surplus
amounted to €59.8 million, reduced by a €0.9 million net charge
for administrative costs linked to this operation, i.e. a total of
€60.0 million.
The capital increase was realized by Technip SA, the Group’s parent
company. Employees eligible for the offer were those of Technip
SA and Technip’s affiliates in 18 countries.
Employees subscribing the capital increase were offered three
different plans:
■
The Technip Classic Plan allows recipients to subscribe
Technip shares within an FCPE (Fonds Commun de Placement
d’Entreprise). An FCPE is a French collective savings fund
allowing employees to hold a portfolio invested in securities.
The FCPE is managed by a management company on behalf of
the employee investors holding units of the FCPE. Recipients
can benefit from an employer contribution as well as a 20%
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20.1. Consolidated Financial Statements
■
■
discount on the subscription price but are fully exposed to the
change of the share value on the stock market. The holding
period is five years.
The Technip Secure Plan allows employees to subscribe Technip
shares within a FCPE and to benefit from an employer contribution
as well as a 20% discount on the subscription price. In
addition, at the end of a five-year period they are guaranteed
to receive the amount initially invested, plus the greater of
either a capitalized annual return of 3.6% or the protected
average increase in Technip’s share value relative to the reference
price.
The Technip Multiple Plan allows recipients to subscribe Technip
shares either within an FCPE or directly and to benefit from
an employer contribution as well as a 20% discount on the
subscription price. In addition, at the end of a five-year period
they are guaranteed to receive the amount initially invested, plus
the greater of either a capitalized annual return of 3.6% or 7.6
times the average increase in Technip’s share value relative to the
reference price. In this case, the bank in charge of structuring the
operation, finances nine Technip’s shares for every one Technip’s
share subscribed by the employee.
In some countries, depending on national laws, only one or two of
the three plans have been proposed. The terms and conditions of
these plans have been adapted to local constraints related to legal,
tax or labor matters. In some countries, the Technip Multiple Plan
has been replaced by a SAR plan (Stock Appreciation Rights).
The breakdown of the number of shares subscribed by plan is as
follows:
2008
Classic Plan 67,503
Multiple Plan 985,155
Secure Plan 93,389
Stock Appreciation Rights (SAR) 300,213
Total of Subscribed Shares 1,446,260
According to IFRS 2, the benefit given to the employees when
shares are granted at a price lower than the market value must
be recorded as a charge by the company. The computation of
this charge has to take into account the holding period that is
to say the fact that employees can not sell its shares during a
certain period.
The reference price amounts to €52.66, the subscription price is
€42.13 taking into account the 20% discount, and the share price
at the end of the cancellation period is €47.80, or a total gross
discount of €8.2 million.
In accordance with the computation method as presented in
December 2004, by the French accounting standards body, the
Conseil National de la Comptabilité (CNC), the holding period
discount has been assessed at 14.8% for the Technip Classic Plan
and Technip Secure Plan and to 11.8% for the Technip Multiple
Plan. The assumptions used for this evaluation are a market
interest rate of 3.6% and a credit spread for consumer loans of
2%. Because of the decrease in the market price of Technip shares
between the reference period (for computing subscription price)
and the end of the cancellation period (when shares are definitely
subscribed), there is no charge to record for any of these three
plans.
In 2008 the charge related to SAR amounted to €3.1 million,
due to the lack of a holding period during which the shares are
non transferable. This charge was recorded as administrative
costs. See Note 4-(d) Administrative Costs by Nature. The total
cost for employer contributions to these three plans amounts to
€3.1 million recorded as a charge.
In 2009 no charge was recorded because no capital increase
reserved for employees was realized.
(k) Capital Management
Shareholders’equity amounts to €2,686.7 million and financial
debts amount to €872.7 million. Net cash position of the Group
amounts to €1,783.6 million and confirmed but not used credit
lines amount to €1,454.0 million. Technip SA has distributable
earnings at its disposal for €287.9 million.
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Financial Information on the Company’s Assets, Financial Situation and Results
20.1. Consolidated Financial Statements 20
Note 21 – Financial Debts (Current and Non-Current)
(a) Financial Debts, Breakdown by Nature
Financial Debts break down as follows:
As of December 31,
In millions of Euro 2009 2008
Bond Loan (1) 650.0 650.0
Bank Borrowings and Credit Lines (2) 194.5 84.2
Refundable Advances (Non-Current) - -
Others - -
Total Non-Current Financial Debts 844.5 734.2
Commercial Papers - -
Bank Overdrafts 9.2 6.2
Accrued Interests Payables 19.0 19.7
Refundable Advances (Current) - -
Total Current Financial Debts 28.2 25.9
Total Financial Debts 872.7 760.1
(1) On May 26, 2004, Technip issued a bond loan for an initial amount of €650 million with a maturity of May 26, 2011. The annual coupon rate is 4.625%, payable on May 26
of each year.
(2) These bank borrowings and credit lines represent notably drawings on subsidized loans granted to one of the Brazilian subsidiaries for the purpose of pre-financing exports
and re-financing investments, and drawings on loans granted to a Norwegian subsidiary for financing a new vessel.
(b) Comparison of Carrying Amount and Fair Value of Non-Current Financial Debts
Comparison of carrying amount and fair value of non-current financial debts is as follows:
As of December 31,
2009 2008
In millions of Euro
Carrying
Amount Fair Value
Carrying
Amount Fair Value
Bond Loan (Related Accrued Interests Included) 668.3 688.0 668.3 652.6
Bank Borrowings and Credit Lines 194.5 194.5 84.2 84.2
Refundable Advances (Non-Current) - - - -
Others - - - -
Total Non-Current Financial Debts 862.8 882.5 752.5 736.8
(c) Analysis by Type of Interest Rate
Analysis by type of interest rate is as follows:
As of December 31,
In millions of Euro 2009 2008
Fixed Rates 830.2 668.3
Floating Rates 42.5 91.8
Total Financial Debts 872.7 760.1
As of December 31, 2009 and 2008 the fixed-rate debt mainly
comprises bond loans but also drawings on subsidized loans
granted to one of the Brazilian subsidiaries for the purpose of
pre-financing exports and re-financing investments and drawings
on loans granted to a Norwegian subsidiary for financing a new
vessel.
Over the year 2009 the average rate of the fixed-rate debt was
4.91% compared with 4.62% in 2008. Over the same period, the
average rate of the Group’s overall debt (fixed and floating rate)
was 5.48% compared with 4.90% per year in 2008. The average
rate of debt is calculated by dividing the amount of financial costs
for the fiscal year (excluding bank fees not expressly related to the
debt) by the average outstanding debt for the fiscal year.
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Financial Information on the Company’s Assets, Financial Situation and Results
20.1. Consolidated Financial Statements
(d) Analysis by Currency
Analysis by currency is as follows:
As of December 31,
In millions of Euro 2009 2008
Euro 670.0 669.2
U.S. Dollar 20.8 3.3
Pound Sterling - -
Brazilian Real 121.1 86.6
Norwegian Krone 59.5 -
Others 1.3 1.0
Total Financial Debts 872.7 760.1
(e) Schedule of Financial Debts
The schedule of financial debts is as follows:
In millions of Euro 2009 2010 2011 2012 2013 2014
2015 and
beyond Total
Fixed Rates 18.3 - 650.0 - - - - 668.3
Floating Rates 7.6 56.0 28.1 0.1 - - - 91.8
Total Financial Debts as of December 31, 2008 25.9 56.0 678.1 0.1 - - - 760.1
Fixed Rates 23.2 653.6 123.0 3.6 3.6 23.2 830.2
Floating Rates 5.0 12.6 11.9 1.5 1.5 10.0 42.5
Total Financial Debts as of December 31, 2009 28.2 666.2 134.9 5.1 5.1 33.2 872.7
As of December 31, 2009 and 2008, no interest rate swap has been subscribed.
(f) Secured Financial Debts
Secured financial debts are as follows:
As of December 31,
2009 2008
In millions of Euro
Guarantee
Without
Guarantee Total Guarantee
Without
Guarantee Total
Commercial Papers - - - - - -
Bank Overdrafts, Current Facilities and Others 0.4 2.9 3.3 1.0 5.2 6.2
Short-Term Part of Long-Term Debts 6.8 18.1 24.9 - 19.7 19.7
Total Current Financial Debts 7.2 21.0 28.2 1.0 24.9 25.9
Non-Current Financial Debts 53.3 791.2 844.5 1.6 732.6 734.2
Total Financial Debts 60.5 812.2 872.7 2.6 757.5 760.1
Note 22 – Pensions and other Post-
Employment Benefit Plans
In accordance with the laws and practices of each country in which
it operates, Technip manages retirement and post retirement
benefit schemes on behalf of its employees.
The Group has assessed its obligations in respect of employee
pension plans and other long-term benefi ts such as “jubilee”
benefits, post-retirement medical benefits and special termination
benefits according to IAS 19. The plan assets are recorded at fair
value. Evaluations were coordinated so that liabilities could be
measured using recognized and uniform actuarial methods, and
were performed by an independent actuary.
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Financial Information on the Company’s Assets, Financial Situation and Results
20.1. Consolidated Financial Statements 20
(a) Description of the Group’s Current Benefit Plans
Germany
The following plans are offered in Germany:
■
■
two pension plans offer a pension payable from age 65: a
deffered compensation plan and an early retirement plan
(OAPT);
a jubilee plan provides a lump sum payment ranging from one
to three months of salary when employees reach 25, 40 and
45 years of service.
Brazil
A jubilee plan provides a lump sum payment of half a month’s
salary after 10, 15, 20 and 30 years of service. The plan also pays
for a short trip to Brazil or Paris after 20 and 30 years of service.
United Arab Emirates
A retirement benefit plan provides a payment according to the
years of service in the Company: 21 days of salary per year of
service up to 5 years and 30 days of salary beyond.
■
■
an additional defined contribution pension plan was set up on
January 1, 2005 dedicated to a predetermined and uniform class
of top managers. A contribution of 8.0% of gross annual salary
within the legal limits, is paid by the Company;
a complementary pension plan was set up on May 1, 2007 for
members of the Group’s Executive Committee. It consists of a
guaranteed retirement wage of 1.8% of income bracket 4 of
annual gross compensation per year of service.
Italy
A cost retirement benefit that provides a capital payment
according to the employee’s wage and years of service in the
Company is offered. Following the change of Italian law in 2007,
this defined benefit plan has been changed into a defined contribution
plan. Consequently, no future right is generated in respect
of IAS 19. The amount remaining in the books relates to the rights
generated before the change of plan.
Norway
A pension plan offers a guaranteed income from age 67 (maximum
70% of final gross salary, social security included).
France
The following plans are offered in France:
■
■
■
a retirement benefit consisting of a capital payment based on
years of service and salary at the retirement date;
a post-retirement medical benefit (closed to new comers);
a jubilee plan that provides a lump sum payment after 20, 30,
35 and 40 years of services at all companies (minimum number
of years spent at Technip required);
Netherlands
The Company has a defined benefit pension plan.
United Kingdom
A pension plan offers an annuity payment. There is also a multiemployer
benefi t plan providing employees of the mercantile
marine with pensions on retirement and protection on death.
(b) Net Benefit Expense Recognized in the Income Statement
In millions of Euro 2009 2008
Current Service Cost 10.7 8.5
Financial Cost of Benefit Obligation 11.2 9.8
Expected Return on Plan Assets (4.5) (5.0)
Net Actuarial (Gain)/Loss Recognized 1.3 1.0
Past Service Cost 0.6 0.6
Special Events (Curtailment) (0.8) -
Net Benefit Expense as Recorded in the Income Statement 18.5 14.9
In addition to the defined benefit pension plan expense shown in the above table, defined contribution plan expenses amounted to
€27.0 million in 2009, versus €23.2 million in 2008.
The expected defined benefit plan expense for 2010 calculated on an estimated basis amounts to €17.2 million.
Defined contribution plan expenses expected for 2010 amount to €4.9 million.
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Financial Information on the Company’s Assets, Financial Situation and Results
20.1. Consolidated Financial Statements
(c) Benefit Asset/Liability Recognized in the Balance Sheet
The liability as recorded in the balance sheet breaks down as follows:
As of December 31,
In millions of Euro 2009 2008
Provisions (96.1) (98.8)
Accrued Expenses - -
Asset/(Liability) as Recorded in the Balance Sheet (96.1) (98.8)
Defined Benefit Obligation (206.9) (203.2)
Fair Value of Plan Assets 91.5 78.7
Net Defined Benefit Obligation (115.4) (124.5)
Unrecognized Actuarial (Gains)/Losses 10.1 15.6
Unrecognized Past Service Costs 9.2 10.1
Asset/(Liability) as Recorded in the Balance Sheet (96.1) (98.8)
The discounted defined benefit obligation includes €115.7 million for funded plans and €91.2 million for unfunded plan assets.
Changes in unrecognized actuarial gains and losses are as follows:
In millions of Euro 2009 2008
Unrecognized Actuarial (Gains)/Losses as of January 1, 15.6 (8.2)
Amortized during the Year (1.2) 1.0
Amounts Generated during the Year due to Experience (1.0) 9.7
Amounts Generated on Assets (3.9) 8.9
Amounts Generated during the Year due to Changes in Assumptions (0.2) 6.5
Exchange Difference 0.8 (2.3)
Unrecognized Actuarial (Gains)/Losses as of December 31, 10.1 15.6
Changes in the net benefit asset/(liability) of pensions plans and other post-employment benefits are presented below:
In millions of Euro 2009 2008
Net Benefit Asset/(Liability) as of January 1, (98.8) (103.9)
Exchange Differences on Foreign Plans (0.6) 1.0
Expenses Charged in the Income Statement (18.5) (14.9)
Contributions Paid 22.0 20.5
Disposals of Subsidiaries/Changes in Scope of Consolidation - -
Others (0.2) (1.5)
Net Benefit Asset/(Liability) as of December 31, (96.1) (98.8)
The change in the DBO (Defined Benefit Obligation) is as follows:
In millions of Euro 2009 2008
Defined Benefit Obligation as of January 1, 203.2 192.8
Current Service Cost 10.7 8.5
Contributions by Employee 0.1 0.2
Financial Cost on Benefit Obligation 11.2 9.8
Benefits Paid (20.2) (16.6)
Actuarial Gains/(Losses) (1.2) 19.0
Curtailment (1.1) -
Exchange Difference 4.0 (8.1)
Others 0.2 (2.4)
Defined Benefit Obligation as of December 31, 206.9 203.2
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Financial Information on the Company’s Assets, Financial Situation and Results
20.1. Consolidated Financial Statements 20
Changes in fair value of plan assets are as follows:
In millions of Euro 2009 2008
Fair Value of Plan Assets as of January 1, 78.7 87.6
Expected Return 4.5 5.0
Contributions by Employer 5.4 6.7
Contributions by Employee 0.1 0.2
Benefits Paid (3.7) (2.8)
Actuarial Gains/(Losses) 3.9 (8.9)
Acquisitions and Disposals of Subsidiaries/Changes in Scope of Consolidation - -
Exchange Differences on Foreign Plans 2.6 (5.8)
Others - (3.3)
Fair Value of Plan Assets as of December 31, 91.5 78.7
Below are the details of the principal categories of pension plan by country in terms of the percentage of their total fair value:
In % Bonds Shares Real Estate Cash Total
Norway 63% 17% 16% 4% 100%
Netherlands 73% 27% - - 100%
United Kingdom 16% 79% 3% 2% 100%
France has invested in general funds, so this level of detail is not available. The net expected return on assets amounts to approximately 4.0%.
The expected return on assets is the weighted average of the expected returns. Expected return on assets, by asset class, is as follows:
In % Bonds Shares Real Estate Cash
Norway 4.50% 7.14% 7.14% 1.40%
Netherlands 5.30% 7.22% 7.22% 1.00%
United Kingdom 5.80% 7.47% 7.47% 2.50%
(d) Actuarial Assumptions
The main assumptions made to define the benefit obligations related to pension plans are detailed in the following table:
As of December 31,
2009 2008
Euroland Others Euroland Others
Discount Rate 5.30% 4.50% to 11.00% 5.40% 4.00% to 11.00%
Expected Return on Plan Assets 1.00% to 7.22% 1.40% to 7.47% 4.50% to 5.30% 4.90% to 6.80%
Future Salary Increase
(above Inflation Rate) 0.25% to 4.00% 0.50% to 2.10% 1.00% to 2.00% 1.00% to 2.00%
Healthcare Cost Increase 3.00% N/A 3.00% N/A
Inflation Rate 2.00% 2.40% to 4.00% 2.00% 2.50% to 5.00%
A 0.25% decrease in the discount rate would increase the defined
benefit obligation by around €3.6 million. Due to the recognition
of actuarial profits and losses using the so-called “corridor”
method, this decrease would not have significant impact on the
accrued amount as of December 31, 2009.
A 1.00% decrease in the expected return on plan assets would
increase the benefit expense for 2010 by around €0.2 million.
The effect of a one percentage point increase or decrease in the
assumed health care cost trend rate is not material, as it results in
a change of plus or minus €0.1 million in the obligation.
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Financial Information on the Company’s Assets, Financial Situation and Results
20.1. Consolidated Financial Statements
Note 23 – Provisions
The principles used to evaluate the amounts and types of provisions for liabilities and charges are described in Note 1-C-(t) Provisions.
(a) Changes in Provisions
Changes in provisions over the year 2009 break down as follows:
As of
January 1,
2009 Increase
Used
Provision
Reversals
Unused
Provision
Reversals
Foreign
Exchange
Adjustments
As of
December 31,
2009
In millions of Euro
Others
Employee Benefits (1) 91.4 21.6 (21.0) (3.0) 0.7 (1.0) 88.7
Tax 0.3 0.1 - - - - 0.4
Litigation 3.0 - (3.0) - - - -
Reinsurance (3) 7.8 - - (0.6) - - 7.2
Other Provisions (Non-Current) 1.7 2.7 (0.3) (0.2) 0.2 - 4.1
Total Non-Current Provisions 104.2 24.4 (24.3) (3.8) 0.9 (1.0) 100.4
Employee Benefits (1) 7.4 0.8 (0.7) (0.1) - - 7.4
Contingencies related to Contracts 83.0 91.2 (18.3) (41.4) 14.5 - 129.0
Restructuring 1.7 - - - - (0.2) 1.5
Tax 11.3 4.8 (1.3) (2.8) 3.2 - 15.2
Litigation (2) - 245.0 - - - - 245.0
Reinsurance (3) 10.5 1.5 (6.4) (3.8) (0.1) - 1.7
Other Provisions (Current) 68.1 28.6 (11.1) (5.7) 4.7 (0.3) 84.3
Total Current Provisions 182.0 371.9 (37.8) (53.8) 22.3 (0.5) 484.1
Total Provisions 286.2 396.3 (62.1) (57.6) 23.2 (1.5) 584.5
(1) See Note 22 − Pensions and other Post-Employment Benefit Plans.
(2) See Note 32 − Litigation and Contingent Liabilities.
(3) Provisions for Reinsurance are recorded at the level of the Group’s captive reinsurer (Engineering RE AG) as per IFRS 4.
(b) Schedule of Provisions
The following table shows the maturity of provisions forecast as of December 31, 2009:
As of
December 31,
2009 2010 2011 2012 2013 2014 2015
2016 and
beyond
In millions of Euro
Employee Benefits 88.7 - 1.9 5.6 7.5 5.3 5.2 63.2
Tax 0.4 - 0.4 - - - - -
Litigation - - - - - - - -
Reinsurance 7.2 - - - - - - 7.2
Other Provisions (Non-Current) 4.1 - 3.6 - - - - 0.5
Total Non-Current Provisions 100.4 - 5.9 5.6 7.5 5.3 5.2 70.9
Employee Benefits 7.4 7.4 - - - - - -
Contingencies related to Contracts 129.0 61.9 20.4 30.4 16.0 - - 0.3
Restructuring 1.5 0.5 1.0 - - - - -
Tax 15.2 - 0.2 0.1 14.9 - - -
Litigation 245.0 245.0 - - - - - -
Reinsurance 1.7 1.7 - - - - - -
Other Provisions (Current) 84.3 49.5 8.3 6.2 7.0 13.3 - -
Total Current Provisions 484.1 366.0 29.9 36.7 37.9 13.3 - 0.3
Total Provisions 584.5 366.0 35.8 42.3 45.4 18.6 5.2 71.2
The maturity of the provision for litigation is projected.
The criteria for classifying an asset/liability as “current” or “non-current” in the balance sheet is described in Note 1-C Accounting Rules
and Estimates.
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Financial Information on the Company’s Assets, Financial Situation and Results
20.1. Consolidated Financial Statements 20
Note 24 – Trade Payables
Trade payables are non-interest bearing. Their maturities are linked to the operating cycle of contracts.
Trade payables amounted to €1,476.2 million as of December 31, 2009 versus €1,703.9 million as of December 31, 2008. The decrease
in trade payables is due to the decrease of activity in 2009.
Note 25 – Other Current and Non-Current Liabilities
Other current and non-current liabilities are as follows:
As of December 31,
In millions of Euro 2009 2008
Payroll Costs 178.4 169.1
Social Security Charges 50.5 42.9
Other Tax Payables 114.2 101.1
Deferred Income 15.3 16.5
Accruals on completed contracts (1) 632.0 308.4
Rent to Be Paid - 16.2
Current Accounts on Joint Ventures Contracts 26.2 24.8
Advances Received (2) 521.0 487.6
Others 91.0 104.7
Total Other Current Liabilities 1,628.7 1,271.3
Payables on Fixed Assets 14.7 27.8
Subsidies 13.4 13.4
Others 0.3 -
Total Other Non-Current Liabilities 28.4 41.2
Total Other Liabilities 1,657.1 1,312.5
(1) When the contract is completed, accrued liabilities may be recorded to cover pending expenses until the client signs the final acceptance (See Note 1-C-(b)
Long-Term Contracts).
(2) Advances received on contracts recorded in accordance with IAS 18, not identified as construction contracts, are reported here.
The split between current and non-current Liabilities is explained in Note 1-C Accounting Rules and Estimates.
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Financial Information on the Company’s Assets, Financial Situation and Results
20.1. Consolidated Financial Statements
Note 26 – Financial Instruments
In compliance with IFRS 7, information disclosed on financial instruments are as follows:
(a) Financial Assets and Liabilities by Category
Financial assets and liabilities break down as follows:
Carrying
Amount
Value
At Fair
Value
Through
P&L
As of December 31, 2009
Analysis by Category of Financial Instruments
Liabilities
Availablefor-Sale
at
Loans and
Amortized
Receivables Assets Cost
Derivative
Instruments
In millions of Euro
Fair Value
Investments in Non-Consolidated
Companies 2.1 2.1 2.1 - - - -
Other Non-Current Financial Assets 20.4 20.4 20.4 - - - -
Available-for-Sale Financial Assets 11.5 11.5 - - 11.5 - -
Derivative Financial Instruments 61.6 61.6 - - - - 61.6
Trade Receivables 1,061.4 1,061.4 - 1,061.4 - - -
Current Income Tax Receivables 98.1 98.1 - 98.1 - - -
Other Current Receivables 294.9 294.9 - 294.9 - - -
Cash and Cash Equivalents 2,656.3 2,656.3 2,656.3 - - - -
Total Assets 4,206.3 4,206.3 2,678.8 1,454.4 11.5 - 61.6
Other Non-Current Financial Debts 844.5 864.2 19.7 - - 844.5 -
Other Non-Current Liabilities 28.4 28.4 - - - 28.4 -
Current Financial Debts 28.2 28.2 - - - 28.2 -
Trade Payables 1,476.2 1,476.2 - 1,476.2 - - -
Derivative Financial Instruments 64.0 64.0 - - - - 64.0
Current Income Tax Payables 126.3 126.3 - 126.3 - - -
Other Current Liabilities 1,628.7 1,628.7 - 1,628.7 - - -
Total Liabilities 4,196.3 4,216.0 19.7 3,231.2 - 901.1 64.0
Carrying
Amount
Value
At Fair
Value
Through
P&L
As of December 31, 2008
Analysis by Category of Financial Instruments
Liabilities
Availablefor-Sale
at
Loans and
Amortized
Receivables Assets Cost
Derivative
Instruments
In millions of Euro
Fair Value
Investments in Non-Consolidated
Companies 2.4 2.4 2.4 - - - -
Other Non-Current Financial Assets 16.2 16.2 16.2 - - - -
Available-for-Sale Financial Assets 8.2 8.2 - - 8.2 - -
Derivative Financial Instruments 40.4 40.4 - - - - 40.4
Trade Receivables 1,123.5 1,123.5 - 1,123.5 - - -
Current Income Tax Receivables 82.6 82.6 - 82.6 - - -
Other Current Receivables 332.1 332.1 - 332.1 - - -
Cash and Cash Equivalents 2,404.7 2,404.7 2,404.7 - - - -
Total Assets 4,010.1 4,010.1 2,423.3 1,538.2 8.2 - 40.4
Other Non-Current Financial Debts 734.2 718.5 (15.7) - - 734.2 -
Other Non-Current Liabilities 41.2 41.2 - - - 41.2 -
Current Financial Debts 25.9 25.9 - - - 25.9 -
Trade Payables 1,703.9 1,703.9 - 1,703.9 - - -
Derivative Financial Instruments 119.9 119.9 - - - - 119.9
Current Income Tax Payables 99.8 99.8 - 99.8 - - -
Other Current Liabilities 1,271.3 1,271.3 - 1,271.3 - - -
Total Liabilities 3,996.2 3,980.5 (15.7) 3,075.0 - 801.3 119.9
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Financial Information on the Company’s Assets, Financial Situation and Results
20.1. Consolidated Financial Statements 20
The Group uses the following hierarchy for determining and
disclosing the fair value of financial instruments depending on
the valuation technique:
■
■
Level 1: quoted (unadjusted) prices in active markets for identical
assets or liabilities;
Level 2: other techniques for which all inputs which have a
significant effect on the recorded fair value are observable, either
directly or indirectly;
■
Level 3: techniques which use inputs which have a significant
effect on the recorded fair value that are not based on observable
market data.
As of December 31, 2009, all Group financial assets and liabilities
measured at fair value are classified in Level 2, except Availablefor-sale
financial assets which are classified in Level 1.
During the reporting period 2009, there were no transfers between
Level 1 and Level 2 fair value measurements, and no transfer into
or out of Level 3 fair value measurements.
(b) Gains and Losses by Category of Financial Instruments
Gains and losses by category of financial instruments break down as follows:
At Fair
Value
2009
From Subsequent Valuation
Currency
Translation
Impairment /
Reversal of
Impairment
Net Gains /
(Losses)
In millions of Euro
Interest
Derecognition
Categories of Financial Instruments
At Fair Value Through P&L 35.0 - - - - 35.0
Loans and Receivables - (33.7) - - - (33.7)
Available-for-Sale Assets - - - (3.1) - (3.1)
Liabilities at Amortized Cost (45.0) - - - - (45.0)
Derivative Financial Instruments - (2.5) - (0.6) - (3.1)
Total Net Gains/(Losses) (10.0) (36.2) - (3.7) - (49.9)
At Fair
Value
2008
From Subsequent Valuation
Currency
Translation
Impairment /
Reversal of
Impairment
Net Gains /
(Losses)
In millions of Euro
Interest
Derecognition
Categories of Financial Instruments
At Fair Value Through P&L 28.8 (0.2) - - - 28.6
Loans and Receivables - (19.6) - - - (19.6)
Available-for-Sale Assets - - - (7.3) - (7.3)
Liabilities at Amortized Cost (38.9) - - - - (38.9)
Derivative Financial Instruments - (1.0) - 0.9 - (0.1)
Total Net Gains/(Losses) (10.1) (20.8) - (6.4) - (37.3)
(c) Derivative Financial Instruments
The breakdown by category of derivative financial instruments is as follows:
As of December 31,
2009 2008
In millions of Euro Asset Liability Asset Liability
Forward Foreign Exchange Contracts – Fair Value Hedge 9.6 2.2 9.9 2.9
Forward Foreign Exchange Contracts – Cash Flow Hedge 52.0 61.8 30.5 117.0
Total 61.6 64.0 40.4 119.9
The breakdown of gains and losses on derivative financial instruments that affect shareholders’ equity in fair value reserves is as
follows:
In millions of Euro 2009 2008
As of January 1, (74.1) 18.0
Fair Value Gains/(Expenses) on Derivative Financial Instruments – Cash Flow Hedge 74.0 (92.1)
As of December 31, (0.1) (74.1)
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20.1. Consolidated Financial Statements
Analysis of gains and losses on derivative financial instruments that affect the income statement is as follows:
In millions of Euro 2009 2008
Effectiveness Gains/(Losses) on Fair Value Hedge (0.8) 5.9
Ineffectiveness Gains/(Losses) on Fair Value Hedge 1.2 0.3
Ineffectiveness Gains/(Losses) on Cash Flow Hedge (1.8) 0.6
Total (1.4) 6.8
Note 27 – Payroll Staff
Technip has a regular workforce of 23,000 people (employees
on payroll and contracted workers in plants, yards and fleet). In
addition 2,000 external staff reinforce operating teams, bringing
the total headcount to 25,000.
Note 28 – Related Party Disclosures
(a) Transactions with Related Parties
The IFP (Institut Français du Pétrole) is represented on Technip’s
Board of Directors. Its percentage of ownership amounted to 2.8%
as of December 31, 2009 and as of December 31, 2008.
Technip paid IFP a royalty in respect of a agreement for research
cooperation on offshore deepwaters. This royalty is calculated under
normal competitive conditions and amounted to €3.8 million in
2009 and €1.9 million in 2008, the recorded expense amounted
to €3.2 million in 2009 and €3.6 million in 2008.
(b) Assets and Liabilities, Income and Expenses
with respect to Associates in Joint Ventures
Credits and debts towards associates in joint ventures are as
follows:
As of December 31,
In millions of Euro 2009 2008
Assets 15.2 34.2
Liabilities 53.0 48.8
Net Assets/(Net Liabilities) (37.8) (14.6)
Income and expenses generated with associates in joint ventures
are as follows:
In millions of Euro 2009 2008
Income 92.4 103.8
Expenses (137.9) (145.8)
(c) Salary and Benefits
of the Chief Executive Officer
The Company’s Chairman and Chief Executive Officer’s
compensation is determined by the Board of Directors, upon the
Nominations and Remunerations Committee’s proposal.
The total amount of compensation paid in 2009 by the Company
to Thierry Pilenko amounted to €1,823,931.
The variable portion of compensation is based on the fixed
compensation for the previous year. For 2009 the target variable
portion is equal to 100% of the annual base compensation. 50% of
the target variable portion is linked to the financial performance of
the Group based on 2009 operating income, 25% is linked to the
achievement of individual objectives and 25% to the implementation
of Group values and participation in the implementation
of measures regarding our economic environment. The share of
the variable portion linked to Group financial performance is (i)
nil if real performance is below 75% of the budgeted amount
(performance floor), (ii) between 50% and 100% for a performance
equal to 75% to 100% of the budgeted amount and (iii) between
100% and 200% for a performance equal to 100% to 115% of
the budgeted amount (outperformance). If achieved fi nancial
results are superior to the budgeted objective, a multiplier rate
is calculated, up to a maximum of 2. The multiplier is calculated
based on the financial portion of the objectives, representing 50%
of the variable portion criteria. It is then applied to the other
variable portion criteria in order to calculate the final variable
portion, which is capped at 200% of the target variable portion.
The variable portion to be paid to Thierry Pilenko in 2010 for the
2009 financial year is €1,140,300.
Thierry Pilenko does not receive any directors’ fees for the positions
he holds in the Group’s companies or as a Company director.
There is no specific retirement plan for the Chairman and Chief
Executive Officer. The Chairman and Chief Executive Officer is
a beneficiary of the supplementary retirement plan for Group
executives, with fixed contributions of 8% of gross annual
compensation paid up to income bracket 3, i.e., eight times the
annual French Social Security limit. The contribution for 2009
amounted to €21,597.
The Chairman and Chief Executive Officer also benefits from the
Company’s existing supplementary retirement plan for Executive
Committee members: a retirement income guarantee of 1.8%
per year of service, up to a limit of 15 years, on income bracket 4
of gross annual compensation paid, i.e., exceeding eight times the
French Social Security limit. The amount of gross compensation
to which this retirement income guarantee applies corresponds
to the average of the gross base compensation (including variable
compensation within the limit of the target variable portion of
100%), received over the five complete financial years prior to
the date of departure from the Company. The retirement income
guarantee will only be due in the following events: a departure
from the Company after his 60 th birthday; a departure from the
Company as a result of a 2 nd or 3 rd category disability (as defined
under French law); a departure from the Company after his 55 th
birthday provided that such departure is not the result of gross
misconduct or negligence on his part and that no salaried activity
is resumed between leaving the Company and receiving a pension
under the general French Social Security scheme.
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Financial Information on the Company’s Assets, Financial Situation and Results
20.1. Consolidated Financial Statements 20
109,000 stock options and 32,000 performance shares were
granted to Thierry Pilenko over the 2009 financial year. Thierry
Pilenko did not exercise any Technip share subscription or share
purchase options during the 2009 financial year. Thierry Pilenko
is not a beneficiary of any share subscription warrants from the
Company or any other Group company.
At the time of his appointment, Thierry Pilenko signed a worldwide
non-compete agreement. In order to take into account the
AFEP-MEDEF recommendations of October 6, 2008, the Board of
Directors, in its meeting of February 18, 2009, decided to limit the
indemnity amounting to a compensation of 24 months calculated
from the fixed compensation plus the target variable portion of
the last 12 months, corresponding to a non-compete provision
of two years.
At the same meeting, the Board decided there will be no severance
indemnity for the executive director in the event his mandate is
revoked or is not renewed by the Company.
(d) Salary and Benefits of the Main Group Managers
The aggregate amount of compensation directly or indirectly paid
in 2009 by the Group and all of the Group’s companies to its
principal executives, that is to say the nine Executive Committee
members (Comex), amounted to €4,141,863. The variable portion
represented 33.1% of the overall amount.
The charge related to the subscription and purchase of shares as
well as the free shares granted to executives and included in 2009
accounts amounts to €4.2 million.
Payments made in 2009 by Group companies under supplementary
retirement plans applicable to the principal executives discussed
above amounted to €0.4 million including €0.3 million under
the retirement income guarantee plan for Executive Committee
members.
The amount of commitments for Executive Committee members
amounts to €1.9 million as of December 31, 2009. As of
December 31, 2009 the amount provisioned for these commitments
was zero given paid contributions.
Note 30 – Joint Ventures
A joint venture is a temporary partnership formed in order
to deliver a contract and is jointly controlled by the parties
involved.
The list of entities structured in joint ventures corresponds to
those affiliates that are consolidated under the proportionate
method with the following exceptions: Technip South Africa, Pro
Tek Germany, Technip India, Tipiel, Deep Oil Technology, and Spars
International Inc, Crestech Engineering, Petrolinvest and Technip
Thailand. Furthermore, activities in joint ventures are mainly held
by Technip France (partnership with Chiyoda), Technip Oceania
(partnership with Subsea 7) and TPGM (partnership with JGC).
The following amounts represent Technip’s accumulated shares
of the assets, liabilities, income and expenses related to all joint
ventures of the Group. These amounts are included in Technip’s
balance sheet and income statement:
As of December 31,
In millions of Euro 2009 2008
Non-Current Assets 31.6 42.3
Current Assets 703.3 959.4
Total Assets 734.9 1,001.7
Non-Current Liabilities 54.5 3.6
Current Liabilities 672.8 949.6
Total Liabilities 727.3 953.2
Net Assets 7.6 48.5
In millions of Euro 2009 2008
Income 1,001.5 1,566.5
Expenses (988.8) (1,542.0)
Net Income after Tax 12.7 24.5
Current assets mainly include cash and cash equivalents; current
liabilities include trade payables, construction contracts-amounts
in liabilities, and current accounts with associates.
Note 29 – Board of Directors
Compensation
The amount of Directors’ fees paid by Technip to the members
of the Board of Directors during 2009 was €436,300. The gross
amount of compensation and benefits of all kinds paid by Technip
to the members of the Board of Directors during 2009 was
€1,823,931.
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20
Financial Information on the Company’s Assets, Financial Situation and Results
20.1. Consolidated Financial Statements
Note 31 – Off-Balance Sheet Commitments
The off-balance sheet commitments by maturity date are presented as follows:
As of December 31,
2009 2008
Amounts of Commitments per Period
Less than
1 year 1 to 5 years
More than
5 years
In millions of Euro
Total
Total
Operating Leases 92.1 302.2 327.0 721.3 572.3
Foreign Exchange Rate Financial Instruments 1,735.9 868.3 - 2,604.2 2,060.1
Total Contractual Commitments 1,828.0 1,170.5 327.0 3,325.5 2,632.4
As of December 31,
2009 2008
Amounts of Commitments per Period
Less than
1 year 1 to 5 years
More than
5 years
In millions of Euro
Total
Total
Parent Company Guarantees 14,911.5 12,407.8 3,053.3 30,372.6 28,190.2
Other Commitments Given 637.5 2,102.5 243.2 2,983.2 3,169.9
Total Commitments Given 15,549.0 14,510.3 3,296.5 33,355.8 31,360.1
As of December 31,
2009 2008
Amounts of Commitments per Period
Less than
1 year 1 to 5 years
More than
5 years
In millions of Euro
Total
Total
Commitments Received 468.9 269.0 1.5 739.4 1,004.4
Total Commitments Received 468.9 269.0 1.5 739.4 1,004.4
(a) Capital Leases and Operating Leases
The Group rents various equipment, vessels and buildings, mainly
under lease contracts that will end during the next ten years.
It is likely that the Group will have to renew or to replace them.
The Group does not have any assets subject to a capital lease.
At the end of December 2009, the rental expense amounted to
€109.7 million against €96.4 million in 2008.
As of December 31, 2009, the Group’s commitments related to
operating leases break down as follows:
As of December 31,
In millions of Euro 2009 2008
2009 - 92.1
2010 92.1 83.1
2011 87.8 79.4
2012 75.6 66.2
2013 72.4 65.1
2014 66.4 186.4
2015 and beyond 327.0 NC
Total Net Value
of Operating Leases 721.3 572.3
In 2009, in agreement with the lessor, Technip broke a lease
contract running through 2015 related to an office building in
Paris-La Défense, that houses the Group’s headquarters, and signed
a new 12-year lease contract with a commitment of €322 million.
The rental expense paid in respect of 2009 was €26 million.
(b) Bank and Commercial Guarantees
Commitments given and received are summarized hereafter:
As of December 31,
In millions of Euro 2009 2008
Parent Company Guarantees 30,372.6 28,190.2
Other Commitments Given 2,983.2 3,169.9
Total Commitments Given 33,355.8 31,360.1
Total Commitments
Received 739.4 1,004.4
Parent company guarantees given by Technip SA or its affiliates
to clients cover the due and proper performance of the specified
construction contracts for which the average expiration period
until the release of the commitment guarantees is about 5 years.
The amounts disclosed in the parent company guarantees, which
stand at €30,372.6 million also include the contract part allocated
to the Group’s partners in joint ventures and are not reduced
according to the projects’ percentage of completion. They are not
reduced by the amount of parent company guarantees received
from Technip’s partners in these joint ventures, whereas Technip
issues parent company guarantees to these same partners.
The parent company guarantees issued by Technip for contracts not
part of a joint venture framework amount to €12,223.9 million
as of December 31, 2009.
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Financial Information on the Company’s Assets, Financial Situation and Results
20.1. Consolidated Financial Statements 20
The following table illustrates the breakdown of these €18,148.7 million of parent company guarantees issued by Technip in respect of
joint venture contracts, according to the Group’s percentage of ownership in these joint ventures, as of December 31, 2009.
In millions of Euro
As of December 31,
2009 2008
Allocation as per % of Technip’s Ownership in Joint Ventures
Less or equal
to 25%
Greater than 25% and
less or equal to 40%
Greater
than 40% Total Total
Parent Company Guarantees Given
within Joint Ventures 2,497.7 11,435.3 4,215.7 18,148.7 18,809.4
Other commitments given relate mainly to guarantees or counterguarantees
given by banks and insurance companies to various
customers in connection with ongoing contracts in order to secure
due and proper performance of the contracts or following the
payment of retention guarantees and advance billings.
Commitments received relate mainly to similar guarantees
obtained from suppliers or subcontractors in connection with
ongoing contracts.
The present note does not omit any significant off-balance sheet
commitment.
Note 32 – Litigations and Contingent Liabilities
(a) Litigations
The main current litigation and risks are as follows:
ITP lawsuit
On December 21, 2001, Interpipe SA (ITP), a French company, filed
a lawsuit with a French Commercial Court (Tribunal de Commerce)
against Coflexip, Coflexip Stena Offshore Ltd and Coflexip Stena
Offshore International (renamed Technip France and Technip UK
Ltd) seeking damages based on alleged breaches of confidentiality
agreements related to “pipe-in-pipe” technology.
This dispute relates to contractual and other relationships among
the companies between 1993 and 1998. ITP worked on certain
subsea pipeline installation projects managed subsequently by
Coflexip (and then Technip).
On May 16, 2006, the Commercial Court of Paris rendered a
ruling partially in favor of ITP, imposing a fine of €48,930,000
on Technip. The Court’s decision was not, however, automatically
enforceable.
On June 28, 2006, Technip filed an appeal of this ruling. ITP then
amended its complaint by adding grounds of unfair commercial
practices and tort liability.
On March 18, 2009, the Appeals Court of Paris ruled in favor
of Technip by overruling the Commercial Court’s decision as it
related to Technip’s contractual breach and by rejecting ITP’s other
complaints.
Technip has always believed ITP’s complaints to be unfounded and
that its exposure to this litigation was weak, which was confirmed
by the Court.
Moreoever, the Court, in the same decision, ruled in favor of
Technip’s counter-argument by finding that ITP had committed
acts of defamation against Technip and by requiring that it pay
damages.
An appeal with the highest court (Cour de cassation) has been
lodged by ITP against this decision which nevertheless has been
executed by ITP thereafter.
ITP had also brought an action against Technip before the Scottish
and U.S. courts for infringement of a patent relating to pipein-pipe
technology. In the meantime, the disputed patent was
revoked by the European Patent Office on February 17, 2004,
which rendered ITP’s claim on British territory invalid. As a result,
the Appeals Court of Edinburgh terminated the proceedings before
it on November 19, 2004. In addition, a settlement agreement that
was reached in October 2007, requiring no financial compensation,
terminated the proceedings before the U.S. court in Alabama.
However, even though the revocation of ITP’s European patent
terminated its rights to the patent, it had no effect on the French
patent obtained to protect the “pipe-in-pipe” technology.
As a result, on April 27, 2007, Technip brought an action against
ITP to nullify its French patent. Technip’s claim was rejected by
the Paris Court of first instance on January 28, 2009, which has
already been appealed. Technip believes that its exposure in terms
of damages is negligible.
Legal risk from an ongoing case
Technip is one of four shareholders of TSKJ, which carried out the
construction of a natural gas liquefaction complex in Nigeria for
Nigeria LNG Limited (“NLNG”) from 1994 onwards. The companies
KBR (formerly a subsidiary of the US Group Halliburton),
Snamprogetti Netherlands BV (a subsidiary of the Italian Group
ENI) and JGC Corporation (Japan) each hold 25% of TSKJ’s share
capital.
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171

20
Financial Information on the Company’s Assets, Financial Situation and Results
20.1. Consolidated Financial Statements
The United States Securities and Exchange Commission (“SEC”)
and the United States Department of Justice (“DOJ”) have since
2004 been conducting formal investigations into payments made
in connection with the construction by TSKJ of a natural gas
liquefaction complex for NLNG. A similar investigation by a French
magistrate against “unidentified persons” which also commenced
in 2004 is still ongoing.
During the summer of 2004, the SEC requested Technip (which
registered its shares with the SEC between October 2001 and
November 2007) to voluntarily provide information relating to
the implementation of this Project. Technip has fully cooperated
on a voluntary basis with both formal and informal requests from
the SEC and the DOJ since this request.
On February 11, 2009 KBR, which was at all relevant times,
between 1994 and 2007, a domestic issuer under US securities
laws, pleaded guilty to a five count criminal information in the
United States District Court involving charges related to the
United States Foreign Corrupt Practices Act (“FCPA”) for conduct
arising from its participation in TSKJ. In its plea agreement,
KBR asserted that it had conspired to pay bribes to Nigerian
Government Officials. As part of its plea agreement, KBR agreed
to pay a criminal fine of US$402 million. Contemporaneously,
KBR and its former parent company Halliburton also reached a
settlement of a related civil complaint filed by the SEC alleging
civil violations of the FCPA. KBR and Halliburton jointly agreed
to pay US$177 million in settlement of the civil complaint. The
US Government has also brought criminal charges against certain
individuals for conduct related to the Project.
A person or entity found in violation of the FCPA could be subject
to criminal fines and civil penalties of up to US$500,000 per violation
and equitable remedies including disgorgement (if applicable)
of profits including pre-judgment interest on such profits. Criminal
penalties could range up to US$2 million per violation or twice the
pecuniary gain or loss from the violation. The amount of any fines
or monetary penalties depend on factual findings, including among
others, the amount, timing, nature and scope of any improper
payment and related business transactions and the level of
cooperation provided to the authorities during the investigations.
Investigations of this nature and any related settlements could
result in (i) third party claims against Technip which could include
claims for special, indirect or consequential damages (ii) adverse
consequences on Technip’s ability to obtain or continue financing
for current or future projects and/ or (iii) damage to Technip’s
business or reputation via negative publicity adversely affecting
Technip’s prospects in the commercial market place.
French law was modified in September 2000 to attach, for the first
time, liability for the corruption of foreign public officials. Under
that law, criminal fines of up to €750,000, the confiscation of the
direct and indirect proceeds of the offence and various prohibitions
and civil damages may be imposed on a legal entity.
Technip and its counsel have held meetings with the US authorities
since July 2008 and have discussed a resolution of the investigation.
While these discussions have not concluded, Technip recorded
an exceptional charge of €245 million in the fourth quarter 2009
accounts reflecting the estimated costs of resolution based on the
status of ongoing discussions. The potential resolution does not
contemplate a criminal conviction for Technip’s role in the TSKJ
joint venture and would not affect Technip’s ability to continue
its operations in a normal manner. While Technip currently has no
reason to believe that the US investigation will not be resolved
as anticipated, there can be no assurance that final agreement
will be reached with the DOJ and the SEC. If final agreement is
not reached, Technip cannot exclude a different conclusion of
the investigation which could have a material adverse impact on
Technip’s financial position or operations.
(b) Contingent Liabilities
Individual Training Right
The law of May 4, 2004 provides French company employees
with the right to receive individual training of at least 20 hours
per year that can be accumulated over six years. At the end of
the sixth year, the rights will be capped at 120 hours even if the
hours have not been spent by the employee. In accordance with
Notice 2004-F of October 13, 2004 issued by the Emergency
Committee of the French national accounting standards body,
the Conseil National de la Comptabilité on accounting for the DIF
(Droit individuel à la formation: Individual Training Right) expenses
are recognized during the year and do not require the recognition
of a liability. They constitute the remuneration of a future service
and not a past one. The Group has maintained the French way
of accounting under IFRS given that the debt is uncertain. The
employee could ask to use this right but is not obliged to; he may
never request it.
In some specific cases, these expenses could not be considered as
a future service: for example when an employee has resigned and
asks to use his training rights during his notice period.
In 2009 as in 2008, in French entities of the Group, two resigning
employees asked for this right. No employee has a conflict with
the Group on the subject.
Accumulated unused individual staff training rights amounted to
180,000 hours as of December 31, 2009.
In addition, the lifelong professional training agreement of the
main French subsidiary offers training opportunities in five
different topics: technical skills, office application IT, management
and communication, quality and HSE and languages; these trainings
are open to all employees. Technip spends around 3.5% of its
payroll on training costs (that is around 2 percentage points more
than the 1.6% required by the law). Each year, 60% of employees
attend at least one training session.
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Financial Information on the Company’s Assets, Financial Situation and Results
20.1. Consolidated Financial Statements 20
Note 33 – Market Related Exposure
(a) Liquidity Risk
A - Technip Group financing is carried out within the scope of
a Group policy implemented by the Financial and Control
Department.
B - Cash management is centralized at the head office and coordinated
through the financial centers located in the Group’s
main operating subsidiaries.
The Technip Eurocash SNC (general partnership) acts as a cash
pooling entity for the Group’s main entities in respect of the
various legislation and regulations in force locally. Thus, the
Technip Eurocash SNC entered into cash pooling agreements
with the Group’s subsidiaries in order to pool the surplus
cash to meet their needs by pooling the Group’s financial
resources except when economic and financial conditions lead
to giving priority to a local debt. Technip Eurocash’s management
committee, made up of Chief Financial Officers of each
operating Region of the Group, meets several times per year.
C - In May 2004, Technip issued a €650 million bond (see Note 21
− Financial Debts Current and Non-Current).
D - As of December 31, 2009, the Group has the following unused
financing sources:
1/ An authorized €850 million credit facility, which was
signed in 2004 and amended in 2005, 2006 and 2007
by Technip (single redemption date: June 20, 2012). The
Group has not pledged any of its assets as collateral for
this credit line. This credit line comes with the usual
covenants binding Technip and the affiliates entitled to
borrow, excluding any financial ratios.
The amendment signed in June 2005 dealt mainly with
an extension of the credit maturity to June 2010 and a
decrease in financial conditions. The amendment signed
in June 2006 extended the credit maturity to June 2011
and the amendment signed in June 2007 brought maturity
to June 2012.
2/ Two credit facilities granted to Technip, for an amount
of €125 million each, usable in Euro or in U.S. Dollar.
Their expiry dates are respectively May 26, 2012 and
June 27, 2012. They have the same covenants as the credit
described above.
3/ Two credit facilities were signed in May 2008, usable in
U.S. Dollar or in Euro:
• the first one for an amount of €90 million, which
reimbursements will begin on May 13, 2011 and end
on May 13, 2015;
• the second one for an amount of €80 million reimbursable
for the first half in 2012 and the second half in 2013.
These two credit facilities include the same covenants
as the previous ones, with the exception of any financial
ratios to be respected.
4/ Three credit facilities for a total unused amount of
US$211 million (out of a total authorized amount of
US$241 million) were signed in 2009 and dedicated to
financing a vessel under construction:
• a credit facility for an unused amount of US$95 million
(out of a total authorized amount of US$125 million of
which US$30 million used as of December 31, 2009)
granted to Technip, with four half-year milestones from
June 15, 2011 to December 15, 2012;
• a credit facility for an amount of US$88 million granted
to the subsidiary Technip NPV Singapore Ltd, guaranteed
by Technip and secured with an insurance policy
from the export credit agency Finnvera (Finland), with
seventeen half-year milestones from July 15, 2011 to
July 15, 2019; and,
• a credit facility for an amount of $28 million granted to
the subsidiary Technip NPV Singapore Ltd, guaranteed by
Technip and secured with an insurance policy from the
export credit agency Coface (France), with fourteen halfyear
milestones from July 15, 2011 to January 15, 2018.
These floating rate credit lines come with the usual
covenants binding Technip and the affiliates entitled to
borrow, with the exception of any financial ratios. The
Group has not pledged any of its assets as collateral for
these credit lines.
5/ Various unused credit facilities amounting to
€37.6 million.
The credit agreements with respect to these various
financing arrangements do not include an early payment
clause in case of a deterioration in the borrower’s rating.
These credit agreements include a variable interest rate
clause in case they are used.
As of December 31, 2009, the amount of credit facilities
confi rmed and available is €1,454.0 million of which
€1,416.5 million are available beyond December 31, 2010.
Given market conditions, the Group has no commercial
paper as of December 31, 2009. The Group has authorization
from Banque de France for a maximum amount of
€600 million.
E - Due dates related to financial liabilities:
Payment due dates related to debts include projected interest
payments, even if they are not accrued on the closing date.
Variable rates used to calculate projected interest payments
are the rates in force as of December 31, 2009.
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20
Financial Information on the Company’s Assets, Financial Situation and Results
20.1. Consolidated Financial Statements
Less than
1 year
Between 1
and 2 years
As of December 31, 2009
Between 2
and 5 years Over 5 years Total
In millions of Euro
Bond Loan - 650.0 - - 650.0
Bank Borrowings and Credit Lines - 15.9 145.4 33.2 194.5
Interest Payables on Bond Loan 30.1 30.1 - - 60.2
Other Interest Payables - 8.9 13.9 7.6 30.4
Total Non-Current Liabilities 30.1 704.9 159.3 40.8 935.1
Commercial Paper - - - - -
Bank Overdrafts 1.8 - - - 1.8
Interest Payables 9.3 - - - 9.3
Other Financial Debts–Current 6.7 - - - 6.7
Derivative Financial Instruments 42.7 19.5 1.8 - 64.0
Total Current Liabilities 60.5 19.5 1.8 - 81.8
Less than
1 year
Between 1
and 2 years
As of December 31, 2008
Between 2
and 5 years Over 5 years Total
In millions of Euro
Bond Loan - - 650.0 - 650.0
Bank Borrowings and Credit Lines - 56.1 28.2 - 84.3
Interest Payables on Bond Loan 30.1 30.1 30.1 - 90.2
Other Interest Payables - 7.7 0.7 0.1 8.5
Total Non-Current Liabilities 30.1 93.8 709.0 0.1 833.0
Commercial Paper - - - - -
Bank Overdrafts 5.4 - - - 5.4
Interest Payables 7.4 - - - 7.4
Other Financial Debts–Current 1.0 - - - 1.0
Derivative Financial Instruments 91.9 19.0 9.0 - 119.9
Total Current Liabilities 105.7 19.0 9.0 - 133.7
(b) Foreign Currency Risk
As indicated in Note 1-C-(c) Foreign Currency Transactions and
Financial Instruments, Technip uses financial instruments to
protect itself against currency risks incurred in the normal course
of its business. The Group does not use financial instruments for
trading or speculative purposes. The exchange hedging contracts
are divided up between several counterparties who are selected
after due consideration.
The primary hedging instruments used to manage Technip’s exposure to currency risks are as follows:
As of December 31,
2009 2008
Maturity
Nominal
value
Nominal
Value
In millions of Euro 2011 and beyond 2010
Buy Foreign Currency, Sell National Currency 17.3 400.0 417.3 475.4
Sell Foreign Currency, Buy National Currency 771.6 982.5 1,754.1 1,151.0
Buy/Sell Foreign Currencies 79.4 353.4 432.8 433.7
Total Hedging Instruments 868.3 1,735.9 2,604.2 2,060.1
Exchange risk is mainly related to the U.S. Dollar. A change of the
U.S. Dollar spot price by plus or minus 10% at the closing date,
calculated on the whole set of Euro/U.S. Dollar derivatives, would
generate a change of plus or minus €3.9 million in the result
before tax (because of financial instruments held for economic
hedging but not qualified for hedging accounting) and plus or
minus €97.8 million in fair value reserves in equity.
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Financial Information on the Company’s Assets, Financial Situation and Results
20.1. Consolidated Financial Statements 20
(c) Interest Rate Risk
Analysis of the sensitivity of the situation
to the change in interest rates
Technip’s variable rate debt amounts to €42.5 million compared
with a total net debt of €872.7 million.
Cash is invested short term in order to ensure its liquidity. Financial
products are subject to fluctuations in money market interest rates.
The net short-term cash position of the Group (cash and
cash equivalents less short-term fi nancial debts) amounts to
€2,628.1 million.
A 1% (100 bp) increase in interest rates would lower the fair
value of the fixed-rate bond by €10.6 million before tax as of
December 31, 2009; a 1% (100 bp) decrease in interest rates
would raise the fair value by €29.1 million before tax.
A 1% (100 bp) increase in interest rates would generate an additional
profit of €26.3 million before tax in the net cash position;
a 1% (100 bp) decrease in interest rate would generate a loss of
the same amount.
Interest rate risk monitoring method
Technip regularly analyzes its exposure to interest rate risk. This
activity is the responsibility of the Treasury Department, which
reports directly to the Deputy CFO.
The Group does not use fi nancial instruments for speculative
purposes.
As of December 31, 2009, Technip has not entered into any
interest rate swaps (rate swap, forward rate agreement, etc.). The
outstanding fixed-rate debt whose residual maturity is greater
than one year amounts to €807.3 million.
(d) Credit Risk
A significant portion of the Group’s activity is concentrated with
a limited number of clients because the worldwide market is
dominated by a small number of major oil and gas companies.
Consequently, the Group regularly performs credit risk analyses
before entering into contracts and has set up procedures for
monitoring payments made by customers.
The schedule of past due but not impaired trade receivables is
the following:
As of December 31, 2009
Not impaired on the Reporting Date and Past Due in the Following Periods Total Trade
In millions of Euro
Less than 3 months 3 to 12 months Over 1 year Total Receivables
Trade Receivables 219.0 73.7 83.1 375.8 1,061.4
As of December 31, 2008
Not impaired on the Reporting Date and Past Due in the Following Periods Total Trade
In millions of Euro
Less than 3 months 3 to 12 months Over 1 year Total Receivables
Trade Receivables 188.8 61.2 78.7 328.7 1,123.5
Among past due but not impaired trade receivables, the principal
counterparty represents €58.0 million as of December 31, 2009.
Part of this trade receivable was paid in early 2010.
As far as cash and cash equivalents are concerned, the principal
counterparty stands for 14% of total net cash position as of
December 31, 2009. As far as derivative financial instruments
are concerned, the principal counterparty stands for 19% of the
Group’s total derivative financial instruments. During the period
the Group concentrated its counterparties on bank institutions
considered as the safest.
2009 Reference Document
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Financial Information on the Company’s Assets, Financial Situation and Results
20.1. Consolidated Financial Statements
Note 34 – Auditors’ Fees and Services
Auditors’ fees and services break down as follows:
Ernst & Young
PricewaterhouseCoopers
2009 2008 2009 2008
In thousands of Euro
Amount % Amount % Amount % Amount %
Audit
Auditing, certification of financial
statements, examination of
Company and Consolidated Financial
Statements:
■ Technip SA
655 17% 812 16% 511 23% 581 24%
■ Subsidiaries
2,451 65% 3,109 62% 1,504 69% 1,530 63%
Other assignments:
■ Technip SA
16 1% 301 6% - - 99 4%
■ Subsidiaries
8 0% 52 1% 40 2% 70 3%
Sub-total 3,130 83% 4,274 85% 2,055 94% 2,280 94%
Other services
Legal and tax:
■ Technip SA
- - - - - - - -
■ Subsidiaries
661 17% 725 15% 121 6% 148 6%
Sub-total 661 17% 725 15% 121 6% 148 6%
Total 3,791 100 % 4,999 100% 2,176 100% 2,428 100%
Note 35 – Subsequent Events
There are no significant subsequent events.
176 2009 Reference Document

Financial Information on the Company’s Assets, Financial Situation and Results
20.2. Statutory Financial Statements 20
20.2. Statutory Financial Statements
20.2.1. Statutory Auditors’ Report on the Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 178
20.2.2. Statutory Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 180
1. Balance Sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 180
2. Income Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 181
3. Cash Flow Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 182
4. Notes on Accounting Principles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 182
5. Main Events of the Year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 183
6. Notes to the Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 184
6.1. Fixed Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .184
6.2. Current Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .185
6.3. Marketable Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .185
6.4. Accrued Assets and Redemption Premium . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .185
6.5. Shareholders’ Equity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .185
6.6. Provisions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .188
6.7. Accrued Charges and Accrued Income Included in Assets and Liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .188
6.8. Maturity of Assets and Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .189
6.9. Trade Bills Included in Assets and Liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .189
6.10. Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .189
6.11. Financial Result . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .190
6.12. Extraordinary Result. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .190
6.13. Income Tax. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .190
6.14. Related Parties Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .191
6.15. Off-Balance Sheet Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .191
6.16. Financial Instruments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .192
6.17. Assets used as Collateral . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .192
6.18. Average Number of Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .192
6.19. Board of Directors’ Compensation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .192
6.20. Auditors’ fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .193
6.21. Litigation and Pending Investigations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .193
7. Subsidiaries and Investments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 194
2009 Reference Document
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20
Financial Information on the Company’s Assets, Financial Situation and Results
20.2. Statutory Financial Statements
20.2.1. Statutory Auditors’ Report on the Financial Statements
This is a free translation into English of the statutory auditors’ report issued in French and is provided solely for the convenience of English
speaking users. The statutory auditors’ report includes information specifically required by French law in such reports, whether modified
or not. This information is presented below the opinion on the financial statements and includes an explanatory paragraph discussing
the auditors’ assessments of certain significant accounting and auditing matters. These assessments were considered for the purpose
of issuing an audit opinion on the financial statements taken as a whole and not to provide separate assurance on individual account
captions or on information taken outside of the financial statements.
This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable
in France.
PricewaterhouseCoopers Audit
63, rue de Villiers
92208 Neuilly-sur-Seine Cedex
France
ERNST & YOUNG et Autres
41, rue Ybry
92576 Neuilly-sur-Seine Cedex
France
Statutory Auditors’ Report on the Financial Statements
For the year ended December 31, 2009
To the Shareholders,
Technip–Tour Technip–6-8, allée de l’Arche–92973 Paris-La Défense-France
In compliance with the assignment entrusted to us by your Annual General Meeting, we hereby report to you, for the year ended
December 31, 2009, on:
■
■
■
the audit of the accompanying financial statements of Technip;
the justification of our assessments;
the specific verifications and information required by law.
These financial statements have been approved by the Board of Directors. Our role is to express an opinion on these financial statements
based on our audit.
I. Opinion on the financial statements
We conducted our audit in accordance with professional standards applicable in France; those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit
involves performing procedures, using sample techniques or other methods of selection, to obtain audit evidence about the amounts
and disclosures in the financial statements. An audit also includes evaluating the appropriateness of accounting policies used and the
reasonableness of accounting estimates made, as well as the overall presentation of the financial statements. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
In our opinion, the financial statements give a true and fair view of the assets and liabilities and of the financial position of the Company
as at December 31, 2009 and of the results of its operations for the year then ended in accordance with French accounting principles.
Without qualifying our opinion, we draw your attention to the matter set out in note 6.21 “Litigation and Pending investigations” to
the financial statements which describes the risk concerning an on-going procedure in connection with a project in Nigeria carried by
a joint-venture held in 25% by Technip as well as its impact on the financial statements.
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Financial Information on the Company’s Assets, Financial Situation and Results
20.2. Statutory Financial Statements 20
II. Justification of our assessments
In accordance with the requirements of article L.823-9 of the French Commercial Code (code de commerce) relating to the justification
of our assessments, we bring to your attention the following matters :
■
■
■
As indicated in the note to the financial statements entitled “Provisions on affiliates”, investments in subsidiaries were valued taking
into account the share of adjusted equity they represent as well as the future profitability outlook. Within the scope of our assessment
of the significant estimates used to draw up the financial statements, we reviewed the assumptions used for the forecasting of future
financial flows upon which these estimates were based and the corresponding figures, for the most significant subsidiaries.
As indicated in the note to the financial statements entitled “Treasury shares”, a provision for risks is calculated based on the treasury
shares allocated to stock options plans and to free shares plans spread over the maturity dates if the delivery is expected. The assessment
of delivery is linked to turnover rate and performance conditions, for which a median assumption has been assumed. We have
reviewed the relevance of communicated data and hypothesis on which estimates are based on.
We have ensured that the established procedures ensure the collection, evaluation and recording in the accounts of any litigation in
satisfactory conditions. We have specifically ensured that the litigations identified by Technip while applying these procedures were
accurately described within the notes to the financial statements and particularly within Note 6.21.
We carried out an assessment of the reasonableness of these estimates. As forecasts are inherently uncertain, actual figures may
sometimes vary significantly.
These assessments were made as part of our audit of the financial statements, taken as a whole, and therefore contributed to the opinion
we formed which is expressed in the first part of this report.
III. Specific verifications and information
We have also performed, in accordance with professional standards applicable in France, the specific verifications required by French law.
We have no matters to report as to the fair presentation and the consistency with the financial statements of the information given
in the management report of the Board of Directors, and in the documents addressed to the shareholders with respect to the financial
position and the financial statements.
Concerning the information given in accordance with the requirements of article L.225-102-1 of the French Commercial Code (code de
commerce) relating to remunerations and benefits received by the directors and any other commitments made in their favour, we have
verified its consistency with the financial statements, or with the underlying information used to prepare these financial statements
and, where applicable, with the information obtained by your company from companies controlling your company or controlled by it.
Based on this work, we attest the accuracy and fair presentation of this information.
In accordance with French law, we have verified that the required information concerning the purchase of investments, reciprocal
shareholding and the identity of shareholders and holders of the voting rights has been properly disclosed in the management report.
Neuilly-sur-Seine, March 17, 2010
The Statutory Auditors
PricewaterhouseCoopers Audit
ERNST & YOUNG et Autres
Louis-Pierre Schneider
Nour-Eddine Zanouda
2009 Reference Document
179

20
Financial Information on the Company’s Assets, Financial Situation and Results
20.2. Statutory Financial Statements
20.2.2. Statutory Financial Statements
1. Balance Sheet
Assets
As of December 31,
In millions of Euro Notes 2009 2008
Intangible Assets 0.1 0.3
Intangible Assets under Construction - -
Total Intangible Assets 0.1 0.3
Other Tangible Assets 2.2 3.6
Advances Paid to Suppliers - -
Total Tangible Assets 2.2 3.6
Investments 3,441.4 3,348.6
Loans Related to Investments 62.4 50.8
Other Financial Assets 127.3 59.0
Total Financial Assets 3,631.1 3,458.4
Total Fixed Assets (I) 6.1 3,633.4 3,462.3
Advances Paid to Suppliers - 0.1
Trade Receivables 6.2 163.9 53.1
Other Current Receivables 6.2 38.5 49.8
Receivables from Group Companies 6.2 3.5 9.6
Marketable Securities 6.3 16.5 6.4
Cash at Bank and in Hand 2.1 1.7
Total Current Assets, Cash and Cash Equivalents (II) 224.5 120.7
Accrued Assets (III) 6.4 2.8 4.1
Redemption Premiums on Bonds (IV) 6.4 0.4 0.7
Unrealized Exchange Losses (V) 3.8 2.5
Total Assets (I to V) 3,864.9 3,590.3
Equity and Liabilities
As of December 31,
In millions of Euro Notes 2009 2008
Issued Capital 83.4 83.4
Share Capital Premiums 1,817.6 1,817.0
Reserves:
■ Legal Reserves
9.8 9.8
■ Regulated Reserves
40.8 40.8
■ Other Reserves
119.0 119.0
Retained Earnings 123.4 -
Net Income 45.5 250.9
Interim Dividends - -
Net equity 6.5 2,239.5 2,320.9
Regulated Provisions 6.6 - -
Total Shareholder’s Equity (I) 2,239.5 2,320.9
Provisions for Risks 349.6 33.3
Provisions for Charges - -
Total Provisions for Risks and Charges (II) 6.6 349.6 33.3
Bonds 650.0 650.0
Bank Borrowings and Credit Lines 40.4 18.5
Other Financial Debts and Liabilities - -
Financial Debts towards Group Companies 472.0 500.1
Advances Received from Clients - -
Accounts Payables and Related Accounts 40.8 36.2
Tax and Social Security Liabilities 70.1 12.2
Payable on Assets - 2.6
Other Liabilities 0.7 16.3
Total Liabilities (III) 6.8 1,274.0 1,235.9
Unrealized Exchange Gains (IV) 1.8 0.2
Total Equity and Liabilities (I to IV) 3,864.9 3,590.3
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Financial Information on the Company’s Assets, Financial Situation and Results
20.2. Statutory Financial Statements 20
2. Income Statement
12 Months
In millions of Euro Notes 2009 2008
Sales of Goods/Rendering of Services 144.9 138.7
Revenues 6.10 144.9 138.7
Capitalized Expenses - 6.9
Reversals of Operating Provisions and Charges Transferred 6.1 7.4
Other Operating Income 0.3 0.1
Total Operating Income 151.3 153.1
General and Administrative Costs (158.4) (144.5)
Taxes (1.9) (2.0)
Wages and Salaries, Social Security Costs (13.0) (8.5)
Allowances for Provisions and Amortization
■ on Fixed Assets
6.1 (1.6) (1.8)
■ on Other Current Assets
- (0.3)
■ for Risks and Charges
- (4.9)
Other Operating Expenses (0.7) (0.4)
Total Operating Expenses (175.6) (162.4)
Income from Operating Activities (I) (24.3) (9.3)
Dividends and Interim Dividends 235.2 394.8
Other Financial Income related to Financial Assets and Marketable Securities 1.4 3.5
Financial Interests 97.9 -
Reversals of Provisions and Charges Transferred 122.8 36.8
Exchange Gains Realized 4.5 19.5
Net Gain on Disposal of Marketable Securities - -
Total Financial Income 461.8 454.6
Allowance for Provisions and Amortization (75.9) (108.7)
Interest Charges (51.2) (100.4)
Exchange Loss Realized (5.2) (23.2)
Net Loss on Disposal of Marketable Securities - -
Total Financial Expenses (132.3) (232.3)
Financial Result (II) 6.11 329.5 222.3
Current Income before Tax (I-II) 305.2 213.0
Extraordinary Income from Operating Activities 0.5 2.3
Extraordinary Income from Financing Activities 3.0 0.6
Reversals of Provisions and Charges Transferred 86.2 0.8
Total Extraordinary Incomes 89.7 3.7
Extraordinary Expenses from Operating Activities (0.1) (4.1)
Extraordinary Expenses from Financing Activities (87.0) (17.8)
Allowance for Extraordinary Provisions (245.0) (8.2)
Total Extraordinary Expenses (332.1) (30.1)
Extraordinary Result (III) 6.12 (242.4) (26.4)
Profit Sharing (IV) - -
Income Tax (V) 6.13 (17.3) 64.3
Income 702.8 611.4
Expenses (657.3) (360.5)
Net Income (I to V) 45.5 250.9
2009 Reference Document
181

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Financial Information on the Company’s Assets, Financial Situation and Results
20.2. Statutory Financial Statements
3. Cash Flow Statement
In millions of Euro 2009 2008
Net Income 45.5 250.9
Amortization and Depreciation of Fixed Assets and Prepaid Expenses (1) 1.6 10.7
Increase (Decrease) in Provisions (2) 130.8 74.0
Net (Gains) Losses on Disposal of Assets and Investments (3) 84.7 17.2
Cash Flow from Operations 262.6 352.8
Changes in Working Capital (41.9) 29.2
Net Cash Generated from Operating Activities 220.7 382.0
(Purchases) Disposals of Intangible Assets - (7.0)
(Purchases) Disposals of Tangible Assets - -
(Purchases) Disposals of Financial Assets (4) (70.0) (104.9)
Net Cash Used in Investing Activities (70.0) (111.9)
(Increase) Decrease in Long-Term Receivables (subsidiaries loans) (11.6) 10.2
Changes in Treasury Shares - (0.1)
Increase (Decrease) in Current Account Cash Pooling (33.7) (226.3)
Increase (Decrease) in Short-Term Debts (Credit Facilities) - 0.2
Increase (Decrease) in Long-Term Debts (Bond) 20.8 -
Capital Increase and Issuance Premium (5) 0.6 71.3
Capital Decrease and Issuance Premium - -
Dividends Paid (6) (127.5) (125.1)
Net Cash Generated from Financing Activities (151.4) (269.8)
Net Increase (Decrease) in Cash and Cash Equivalents (0.7) 0.3
Cash and Cash Equivalents as of January 1 1.5 1.2
Cash and Cash Equivalents as of December 31 0.8 1.5
Cash and Cash Equivalents 2.1 1.7
Bank Overdrafts (1.3) (0.2)
Total 0.8 1.5
(1) In 2008, including the extraordinary amortization related to cancellation of software projects (€8.2 million).
(2) In 2008, including the provision for risks regarding free share plans (€26.2 million), provision on treasury shares (€78.3 million), reversal of provisions on current accounts
further to winding up of US subsidiary (€13.1 million), reversal of provisions on investments (€19.4 million).
In 2009, including the provision for risks regarding free share plans (€74.0 million), provision on litigation (€245.0 million), reversal of provision on treasury shares
(€78.3 million), reversal of provisions on investments (€106.8 million).
(3) In 2008, write-off of software projects (€17.0 million).
In 2009, including the winding up of a subsidiary covered by a provision on investments (€86.2 million).
(4) In 2008, including increase and acquisition of shares of French subsidiaries.
In 2009, including cash injection of a Belgium subsidiary.
(5) In 2008, capital increase dedicated to employees for €60.0 million and stock option exercised for €11.3 million.
(6) In 2008, 2007 dividend for €125.1 million.
In 2009, 2008 dividend for €127.5 million.
4. Notes on Accounting
Principles
The accounting principles used by Technip in preparing the financial
statements are in compliance with the generally accepted
accounting principles in France.
The statutory financial statements of Technip as of December 31,
2009, were approved by the Board of Directors on February 16,
2010.
Foreign Currency Transactions
Transactions in foreign currencies related to financial revenues
or expenses are recorded in accordance with current accounting
policies.
At year-end, receivables and liabilities are translated at the
exchange rates prevailing at the closing date and any differences
are recorded as unrealized exchange gains or losses.
If a potential loss is identified when converting receivables and
payables at the closing exchange rate, a provision for exchange
risk is booked for the same amount.
Treasury accounts and current accounts of the cash pooling entity
of the Group are translated at the exchange rates prevailing at
the closing date, and any differences are recorded as financial
gains or expenses.
182 2009 Reference Document

Financial Information on the Company’s Assets, Financial Situation and Results
20.2. Statutory Financial Statements 20
Provisions on Affiliates
Provisions on investments and related receivables are recognized
whenever the gross carrying value of the investment is higher than
the share held in the shareholders’ equity, which has been adjusted
in order to take into account certain commitments entered into
by the parent company and the prospects for development of
the subsidiary.
For the main subsidiaries, these prospects are assessed on the basis
of forecast future cash flows, based on the most likely scenarios
adopted by the management.
All provisions booked to cover affiliate risks are fully recorded
under fi nancial expenses whether they cover write-downs of
investments in affiliated companies, related receivables, or the
booking of additional provisions for risks.
Subsidies and waivers of debts granted to subsidiaries are
accounted in the financial result.
Treasury Shares
1. The Company has applied the recommendations of the French
accounting standards body, the Comité de Réglementation
Comptable (CRC), dated December 2008 regarding accounting
principles to be used for stock options plans and free shares
plans granted to employees.
The treasury shares allocated to Company employees are
classified under marketable securities. A provision for risks
is calculated based on the treasury shares allocated to stock
options plans and to free share plans spread over the maturity
dates if the delivery is expected. The assessment of delivery
is linked to performance conditions (for which a median
hypothesis has been assumed) and turnover rate. Regarding
the stock options plans, the assessment of delivery is also
linked to a fair value at the closing date (if the exercise price
of the stock option is less than the market value of Technip
share). When the delivery is not expected, a provision on
marketable securities is recognized for the difference between
the market value (based upon the average of share price for
the last month of the year) and the gross carrying amount of
the treasury shares.
2. The other treasury shares, especially those allocated to stock
options plans and free share plans granted to subsidiaries’
employees, are classified under other financial assets. At yearend,
if the market value of Technip’s share (computed on the
basis of the average price for the last month of the year) is less
than the gross carrying amount of treasury shares, a provision
for depreciation is recognized for the difference. Moreover, for
free shares granted to subsidiaries’ employees, a provision for
risks is booked, based upon the net book value of the treasury
shares, taking into account the performance conditions and
turnover rate.
Due to the Stock Incentive Plan Recharge Master Agreement
(see Note 5) put in force with subsidiaries, the Company books
financial revenues equal to the provision for risks.
3. Treasury shares held by the Company are recorded at the
acquisition cost, and gain/(loss) on sales of treasury shares are
booked according to the FIFO method (First In, First Out).
Intangible Assets and Property,
Plants and Equipment
Intangible assets include software, which is amortized over a
period of 3 to 5 years, and software development costs, when
they fulfill the eligibility criteria provided by the French Accounting
Standards.
Fixed assets are carried at their acquisition cost, their production
cost, or at their fair value in case of business combinations.
Tangible assets mainly relate to Adria Tower equipment and furniture.
Amortization lifetimes, principally straight line, represent the
useful lives estimated to be likely by the Company:
■
■
Office fixtures and furniture
IT equipment
Trade Receivables
8 to 10 years
3 years
Trade receivables are valued at their nominal value. A provision for
doubtful accounts is recorded when receivables are highly likely
to be uncollectible.
5. Main Events of the Year
Technip’s activities consist in holding interests in affiliates, and
receiving dividends, and centralizing and reinvoicing both management
fees and other organizational costs, such as insurance and
financing costs on guarantees.
■
■
■
■
■
■
■
■
In March 2009, Technip bought additional shares of Technip
Tianchen for €2.8 million. The percentage of company ownership
is now 100%.
In May 2009, Technip paid a dividend of €127.5 million, or
€1.20 per share.
In October 2009, the subsidiary SCI CB3 was liquidated.
Considering the reversal of provisions previously booked, there
is no impact on the Company profit and loss statement.
In December 2009, Technip recapitalized Technip Capital for
€70.0 million. The percentage of company ownership remains
unchanged (100%).
In December 2009, Technip granted a subsidy of €13.1 million
to Technip Marine (M) SDN BHD, located in Malaysia, pursuant
to a decision of the Technip Board on December 9, 2008.
The number of treasury shares is 3,065,910 as of December 31,
2009. 382,500 of these shares are allocated to executive stock
options plans and free share plans granted to the Company
employees; 2,683,410 shares are allocated to free share plans
granted to subsidiaries employees.
In 2009, the Company implemented the Stock Incentive Plan
Recharge Master Agreement with all relevant Group subsidiaries
for free shares granted to their employees.
Technip has booked a €245.0 million provision for TSKJ litigation
(see Note 6.21).
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Financial Information on the Company’s Assets, Financial Situation and Results
20.2. Statutory Financial Statements
6. Notes to the Financial Statements
6.1. Fixed Assets
(a) Charges over the past year
In millions of Euro Intangible Assets Tangible Assets Financial Assets Fixed Assets
Gross value
As of January 1, 2008 23.7 12.8 3,560.4 3,596.9
Acquisitions (1) 7.0 - 174.7 181.7
Disposals (2) (18.8) - (90.4) (109.2)
As of December 31, 2008 11.9 12.8 3,644.7 3,669.4
Acquisitions (3) - - 120.9 120.9
Disposals (4) - - (129.6) (129.6)
As of December 31, 2009 11.9 12.8 3,636.0 3,660.7
Amortization and Depreciation
As of January 1, 2008 (4.7) (7.8) (128.1) (140.6)
Allowance (5) (8.7) (1.4) (77.6) (87.7)
Reversal (6) 1.8 - 19.4 21.2
As of December 31, 2008 (11.6) (9.2) (186.3) (207.1)
Allowance (0.2) (1.4) - (1.6)
Reversal (7) - - 181.4 181.4
As of December 31, 2009 (11.8) (10.6) (4.9) (27.3)
Net book value as of December 31, 2009 0.1 2.2 3,631.1 3,633.4
(1) Increase of intangible assets due to software projects; increase in financial assets due to acquisitions and capital increases of subsidiaries (€105.5 million), increases in loans
granted to subsidiaries (€68.4 million) and increases in the number of treasury shares (€ 0.8 million).
(2) Decrease in intangible assets due to software projects written off; decrease in financial assets due to disposals of shares in subsidiaries (€0.2 million), repayments of loans
by affiliates (€78.6 million), decrease in treasury shares (€1.4 million) and reclassification of treasury shares to marketable securities (€10.1 million).
(3) Increase in financial assets due to acquisitions and capital increases of subsidiaries (€73.0 million), and to increases in loans granted to subsidiaries (€47.9 million).
(4) Decrease in financial assets due to disposals of shares in subsidiaries (€87.0 million), repayments of loans by affiliates (€36.2 million) and reclassification of treasury shares
to marketable securities (€6.4 million).
(5) Allowance of extraordinary amortization on software projects (€8.2 million); allowance for provision on treasury shares (€74.6 million).
(6) Reversal of provisions on investments (€19.4 million).
(7) Reversal of provisions on investments (€106.8 million) and reversal of provisions on treasury shares (€74.6 million).
(b) Financial Assets
Financial assets break down as follows:
As of December 31,
In millions of Euro Gross value 2009 Provisions 2009 Net value 2009 Net value 2008
Investments 3,445.2 (3.8) 3,441.4 3,348.6
Loans Related to Investments 63.5 (1.1) 62.4 50.8
Treasury Shares 127.3 - 127.3 59.0
Total Financial Assets 3,636.0 (4.9) 3,631.1 3,458.4
The detail of investments is given in Note 7.
Investments are recorded at their acquisition cost excluding
directly attributable transaction costs.
Loans related to investments mainly consist in loans granted to
subsidiaries held both directly and indirectly.
During the year, Technip sold 234 treasury shares. In addition,
146,400 treasury shares were reclassified as marketable securities.
As of December 31, 2009, the balance of treasury shares
(2,683,410) included shares bought from 2006 to 2008 and
allocated to free share plans granted to subsidiaries employees.
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20.2. Statutory Financial Statements 20
6.2. Current Assets
Current assets break down as follows:
As of December 31,
In millions of Euro Gross value 2009 Provisions 2009 Net value 2009 Net value 2008
Trade Receivables 164.0 (0.1) 163.9 53.1
Other Receivables, Income Tax and VAT 26.6 - 26.6 45.7
Other Current Receivables 12.0 (0.1) 11.9 4.1
Total Other Current Receivables 38.6 (0.1) 38.5 49.8
Current Accounts with subsidiaries 6.5 (3.0) 3.5 9.6
The increase in trade receivables between 2008 and 2009 is mostly due to the invoicing of the Stock Incentive Plan to the subsidiaries
(see Note 5).
6.3. Marketable Securities
Marketable securities correspond to treasury shares allocated to executive stock options plans and free share plans granted to Company
employees. Their variations break down as follows:
In millions of Euro 2009 2008
Gross value
As of January 1 10.1 -
Transfer from Financial Assets 6.4 10.1
Disposals - -
As of December 31 16.5 10.1
Depreciation
As of January 1 (3.7) -
Allowance - (3.7)
Reversal 3.7 -
As of December 31 - (3.7)
Net book value as of December 31 16.5 6.4
As of December 31, 2009, the balance of treasury shares (382,500) was bought in 2006.
6.4. Accrued Assets and Redemption
Premium
Accrued Assets (€2.4 million as of December 31, 2009)
They mostly include insurance costs.
Deferred Charges
(€0.4 million as of December 31, 2009)
They include issuing fees (for a gross amount of €2.2 million)
related to a €650 million corporate bond issued in May 2004, to
be amortized over seven years. Annual amortization amounted
to €0.3 million in 2009, and the net value is €0.4 million as of
December 31, 2009.
6.5. Shareholders’ Equity
(a) Changes in Shareholders’ Equity
Changes in shareholders’ equity are as follows:
In millions of Euro 2009 2008
As of January 1 2,320.9 2,123.9
Stock Options Exercised 0.6 11.3
Capital Increase Reserved
for Employees - 60.0
Net Income 45.5 250.9
Dividends (127.5) (125.1)
As of December 31 2,239.5 2,320.9
Redemption Premium
(€0.4 million as of December 31, 2009)
This relates to the €650 million bond and is amortized on a straight
line basis over seven years.
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Financial Information on the Company’s Assets, Financial Situation and Results
20.2. Statutory Financial Statements
(b) Changes in Common Stock
Changes in common stock are as follows:
2009 2008
Number of Shares as of January 1 109,317,564 107,353,774
Increase Related to Capital Increase Reserved for Employees 0 1,446,260
Increase Related to Stock Options Exercised 25,730 517,530
Cancellation - -
Number of Shares as of December 31 109,343,294 109,317,564
Share Nominal Value in Euro 0.7625 0.7625
Common Stock as of December 31, in millions of Euro 83.4 83.4
The number of shares that carry double voting rights is 5,037,614 as of December 31, 2009.
(c) Stock Options and Free Share Plans
1. Technip Stock Options Plans
The details of Technip’s stock options plans are as follows:
Year of the Plan 2005
Part A Part B Part C
Re-Granting
Part A and B
Re-Granting
Part A, B and C
Date of the Shareholders’ Meeting
April 29,
2005
April 29,
2005
April 29,
2005
April 29,
2005
April 29,
2005
Date of the Board of Directors Meeting
that Implemented the Plan
December 14,
2005
July 26,
2006
March 12,
2007
December 12,
2007
June 12,
2008
Term 6 years 6 years 6 years 6 years 6 years
Remaining Number of Options to be Exercised 887,237 879,923 928,346 80,310 103,858
Current Exercise Price in Euros 46.9 41.4 49.2 55.7 60.0
Year of the Plan 2009
Part 1
Date of the Shareholders’ Meeting April 30, 2009
Date of the Board of Directors Meeting that Implemented the Plan June 15, 2009
Term
6 years
Remaining Number of Options to be Exercised 1,091,075
Current Exercise Price in Euros 34.7
These stock options were granted subject to certain performance targets. The final number of stock options granted to employees is
contingent upon Technip achieving a satisfactory performance for its shareholders. For 2005 the stock option plan, performance will
be based on the Company’s earnings per share relative to the average earnings per share of a panel of competitors. For the 2009 stock
option plan, performance will be based on the Group’s consolidated result relative to the average consolidated result of a panel of
competitors.
2. Coflexip Stock Options Plans
Details of the Coflexip stock options plans are as follows:
Plan Numbers 11
Date of the Shareholders’ Meeting May 30, 2000
Date of the Board of Directors Meeting that Implemented the Plan March 20, 2001
Term
10 years
Remaining Number of Options to be Exercised 142,439
Current Exercise Price in Euros 33.4
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20.2. Statutory Financial Statements 20
3. Technip Stock Options Purchase Plans
The details of Technip’s stock options purchase plans are as follows:
Year of the Plan 2008
Date of the Shareholders’ Meeting May 6, 2008
Date of the Board of Directors Meeting that Implemented the Plan July 1, 2008
Term
6 years
Remaining Number of Options to be Exercised 937,060
Current Exercise Price in Euro 58.2
These stock options were granted subject to certain performance targets. For the 2008 stock option plan, performance will be based on
Group’s consolidated result relative to the average consolidated result of a panel of competitors.
4. Free Share Plans
Free shares plans have been implemented since 2007. Details are as follows:
Year of the Plan 2007
Part 1 Part 2 Re-Granting Re-Granting
Date of the Shareholders’ Meeting April 28, 2006 April 28, 2006 April 28, 2006 April 28, 2006
Date of the Board of Directors Meeting that
Implemented the Plan
March 12,
2007
March 12,
2007
December 12,
2007
July 1,
2008
Term 5 years 4 years 4 or 5 years 4 or 5 years
Remaining Number of Shares to be Exercised 377,900 625,204 41,900 20,300
Year of the Plan 2008
Part 1
List 1
Part 1
List 2
Part 2
List 1
Part 2
List 2
Part 3
List 1
Part 3
List 2
Date of the Shareholders’ Meeting May 6, 2008 May 6, 2008 May 6, 2008 May 6, 2008 May 6, 2008 May 6, 2008
Date of the Board of Directors
Meeting that Implemented the Plan
July 1,
2008
July 1,
2008
December 9,
2008
December 9,
2008
Febuary 18,
2009
Febuary 18,
2009
Term 5 years 4 years 5 years 4 years 5 years 4 years
Remaining Number of Shares to be
Exercised 366,300 468,990 18,300 1,800 84,642 105,800
Year of the Plan 2009
Part 1
List 1
Part 1
List 2
Part 2
List 1
Date of the Shareholders’ Meeting April 30, 2009 April 30, 2009 April 30, 2009
Date of the Board of Directors Meeting that Implemented the Plan June 15, 2009 June 15, 2009 October 24, 2009
Term 5 years 4 years 5 years
Remaining Number of Shares to be Exercised 429,575 549,500 12,000
These free shares were granted subject to performance conditions. For the 2007 free share plan, performance will be measured based
on the Company’s earnings per share relative to the average earnings per share of a panel of competitors. For the 2008 and 2009
free share plans, performance will be based on the Group’s consolidated result relative to the average consolidated result of a panel
of competitors.
(d) Distributable Retained Earnings
As of December 31, 2009, the distributable retained earnings of Technip amount to €287.9 million after estimated due taxes.
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20.2. Statutory Financial Statements
6.6. Provisions
(a) Nature of Provisions for Risks and Charges
As of December 31, 2009, provisions for risks mostly include
€3.8 million of provisions for foreign exchange losses,
€100.2 million of provisions for risks on treasury shares allocated
to stock options plans and free share plans granted to Company
employees (booked as marketable securities) and granted to
subsidiaries’ employees (booked as financial assets), and a
€245.0 million provision for TSKJ litigation (Note 6.21).
(b) Changes in Provisions
Changes in provisions are as follows:
December 31
In millions of Euro 2008 Allowance
Used
Provisions
Reversals
Unused
Provisions
Reversals 2009
Regulated Provisions - - - - -
Provisions for Risks 33.3 320.3 4.0 - 349.6
Provisions for Charges - - - - -
Total Provisions in Liabilities 33.3 320.3 4.0 - 349.6
Provisions on Investments 110.6 - 86.2 20.6 3.8
Provisions on Loans 1.1 - - - 1.1
Provisions on Treasury Shares 78.3 - - 78.3 -
Provisions on Current Assets 0.3 - 0.2 - 0.1
Provisions on other Current Assets 0.1 - - - 0.1
Provisions on Current Accounts 3.1 - - 0.1 3.0
Total Provisions on Assets 193.5 - 86.4 99.0 8.1
Total Provisions 226.8 320.3 90.4 99.0 357.7
(c) Breakdown of Provision Changes
Allowances and reversals of provisions break down as follows:
In millions of Euro 2009 2008
Operating Allowance - 5.2
Financial Allowance 75.3 107.6
Extraordinary Allowance 245.0 -
Total Allowance 320.3 112.8
Operating Reversal 4.2 1.5
Financial Reversal 99.0 36.7
Extraordinary Reversal 86.2 0.7
Total Reversal 189.4 38.9
Operating Charges Transferred 1.9 5.9
Financial Charges Transferred 23.8 -
Total Reversal of Provisions and Charges Transferred 215.1 44.8
6.7. Accrued Charges and Accrued Income Included in Assets and Liabilities
Accrued income included in assets amounts to €162.3 million as of December 31, 2009, against €31.3 million as of December 31, 2008.
Accrued charges included in liabilities amount to €71.3 million as of December 31, 2009, and €13.9 million as of December 31, 2008.
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20.2. Statutory Financial Statements 20
6.8. Maturity of Assets and Liabilities
The maturity of assets (net of provisions) and liabilities breaks down as follows:
As of December 31, 2009
In millions of Euro Total Less than 1 Year More than 1 Year
Financial Assets (1) 62.3 3.2 59.1
Trade Receivables 163.9 135.0 28.9
Receivables from Group Companies 3.5 3.5 -
Other Current Receivables 38.5 38.5 -
Accrued Assets 2.8 2.7 0.1
Total Assets 271.0 182.9 88.1
(1) Without investments and treasury shares.
As of December 31, 2009
In millions of Euro Total Less than 1 Year
Between 1 Year
and 5 Years
More than
5 Years
Bond (1) 650.0 - 650.0 -
Bank Borrowings/Credit Lines 40.4 19.6 20.8 -
Other Financial Debts and Liabilities - - - -
Financial Debts and Liabilities with Group Companies (2) 472.0 6.1 465.9 -
Accounts Payables 40.8 40.8 - -
Tax and Social Security Liabilities 70.1 70.1 - -
Payable on Assets - - - -
Other Liabilities 0.7 0.7 - -
Total Liabilities 1,274.0 137.3 1,136.7 -
(1) On May 26, 2004, Technip issued a corporate bond for an amount of €650.0 million.
The main characteristics of this bond (listed on the Luxembourg Stock Exchange on May 26, 2004), are as follows:
– issue price of €997.07 per bond (650,000 bonds issued);
– the coupon payable on May 26 of each year amounts to 4.625% per year of the bond’s nominal value;
– redemption date: May 26, 2011;
– gross rate of yield at the issuance date for the bondholder: 4.675% per annum.
(2) Including current account with the Group cash pooling entity: €465.9 million.
The invoices due dates break down as follows:
As of December 31, 2009
In millions of Euro Total Not Due Due 0-60 days Due > 60 days
French Suppliers 31.4 0.8 30.6 -
Foreign Suppliers 3.0 1.1 1.9 -
Accruals 6.4 n/a n/a n/a
Total 40.8 1.9 32.5 -
6.9. Trade Bills Included in Assets and Liabilities
Technip does not have any outstanding trade bills as of December 31, 2009 and 2008.
6.10. Revenues
Revenues amounted to €144.9 million in 2009, versus €138.7 million in 2008. In 2009, €69.2 million of this was generated in France.
Revenues mostly consist in reinvoicing management fees and insurance costs to other Goup entities.
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Financial Information on the Company’s Assets, Financial Situation and Results
20.2. Statutory Financial Statements
6.11. Financial Result
Financial result breaks down as follows:
In millions of Euro 2009 2008
Dividend Income 235.2 394.8
Allowance/Reversal of Provisions on Investments 20.7 16.3
Allowance/Reversal of Provisions on Loans - -
Allowance/Reversal of Provisions on Trade Receivables - 1.7
Allowance/Reversal of Provisions on Current Accounts - 11.3
Allowance/Reversal of Provisions on Treasury Shares 78.3 (78.3)
Allowance/Reversal of Provisions on Free Shares (74.0) (26.2)
Amortization of Redemption/Issuance Premium Related to Bond (0.3) (0.3)
Allowance/Reversal of Provision on Exchange Losses (1.3) 4.2
Interest Income from Loans 1.4 3.6
Financial Income from Stock Incentive Plan Recharge 97.9 -
Interest Expense on Bond (30.1) (30.1)
Subsidies and Write-Down on Financial Assets (13.1) (35.8)
Interest on Cash Pooling Current Account (5.9) (32.4)
Insurance reimbursement 23.8 -
Others (3.1) (6.5)
Financial Result 329.5 222.3
Changes in the financial result between 2008 and 2009 were
mostly due to:
■
■
■
decrease in dividends received ( €159.6 million);
reversal of provisions on treasury shares ( €78.3 million);
allowance of provision on risks on free shares ( €-47.8 million);
■
■
financial revenue from the Stock Incentive Plan Recharge Master
Agreement implemented with all subsidiaries for free shares
granted to their employees for €97.9 million;
insurance reimbursement for €23.8 million.
6.12. Extraordinary Result
Extraordinary result breaks down as follows:
In millions of Euro 2009 2008
Allowance for Amortization - (8.2)
Allowance for Litigation (245.0) -
Reversal of Provisions 86.2 0.8
Gains and Losses on Sales of Intangible Assets - (17.0)
Gains and Losses on Sales of Tangible Assets - -
Gains and Losses on Sales of Investments (84.0) 0.4
Others 0.4 (2.4)
Extraordinary Result (242.4) (26.4)
In 2008, the extraordinary result mainly attributable to the cancellation of some software projects.
In 2009, the extraordinary result mainly attributable to the provision for litigation (see Note 6.21).
6.13. Income Tax
Technip is the parent company of a consolidated tax group.
Technip’s taxable income is positive. This taxable income is
added to taxable income of the other companies within the tax
consolidation scope.
The impact on the 2009 income statement is a tax charge of
€17.3 million tax that breaks down as follows:
■
■
income tax generated by Technip: €11.0 million;
income tax credit generated by the tax group: €6.3 million.
Technip’s (€11.0 million) in income tax is attributable to income
from operations up to €10.8 million and up to €0.2 million to
the extraordinary result.
Temporary Differences: as of December 31, 2009, temporary
differences are not material (€0.1 million) and consist of the
ORGANIC (French social security tax).
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20.2. Statutory Financial Statements 20
6.14. Related Parties Disclosure
The following amounts represent Technip’s accumulated shares in the assets, liabilities, and financial income and expense of companies
in which Technip directly or indirectly holds more than half of the share capital.
As of December 31,
In millions of Euro 2009 2008
Financial Assets 3,506.0 3,506.9
Current Assets, Receivables from Group Companies 177.9 64.7
Total Assets 3,683.9 3,571.6
Financial Debts (Group and Affiliates) 472.0 500.1
Current Liabilities 30.2 29.5
Total Liabilities 502.2 529.6
Financial Charges 19.0 46.4
Financial Income 233.0 385.3
6.15. Off-Balance Sheet Commitments
Off-balance sheet commitments break down as follows:
As of December 31,
In millions of Euro 2009 2008
Parent Company Guarantees (1) 29,140.7 27,009.5
Commitments Given (2) 1,040.4 805.8
Commitments Received None None
Trade Bills Discounted before Maturity None None
(1) Parent company guarantees given by Technip to clients cover the proper performance of the specified contracts for which the average period until the release of the
commitment guarantees is around 5 years. Parent company guarantee regarding joint ventures include the entire amount of the contract and are not reduced according
to the projects’ percentage of completion.
(2) These commitments are given on behalf of Group companies and mainly relate to:
- guarantees given to third parties;
- guarantees or counter-guarantees given to banks;
- guarantees given to various customers or partners for the realization of contracts.
Moreover, Technip has the following commitments:
■
In 2007, Technip granted a €37.6 million subsidy to Technip
Saudi Arabia, with a conditional clause under which Technip
Saudi Arabia will reimburse Technip, if its results are positive,
until the subsidy is totally reimbursed.
Adria Tower
In 2009, Technip signed a new 12-year long-term lease contract on
the Adria Tower for the period from April 1, 2009, to March 31, 2021.
In millions of Euro
Operating Leases
2010 26.0
2011 28.0
2012 29.0
2013 29.0
2014 and beyond 210.3
Total (1) 322.3
(1) Provisional amount, as the rent amount varies according to the INSEE Construction
cost index.
Technip did not enter into any significant leasing contracts in
2009 and 2008.
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Financial Information on the Company’s Assets, Financial Situation and Results
20.2. Statutory Financial Statements
6.16. Financial Instruments
Technip holds no financial instruments as of December 31, 2009,
or as of December 31, 2008.
6.17. Assets used as Collateral
Technip has not pledged any of its assets as collateral for material
liabilities.
6.18. Average Number of Employees
The average number of employees was to 8 people in 2009 and
7 people in 2008.
6.19. Board of Directors’ Compensation
The amount of director’s fees paid by Technip to the members of
the Board of Directors during 2009 was €436,300.
No loan were granted to Board members during the year.
The compensation of the Company’s Chairman and Chief Executive
Officer is determined by the Board of Directors, upon the proposal
of the Nominations and Remunerations Committee.
The total amount of compensation paid in 2009 by the Company
to Thierry Pilenko amounted to €1,823,931.
The variable portion of compensation is based on the fixed
compensation for the previous year. For 2009 the target variable
portion is equal to 100% of the annual base compensation. 50% of
the target variable portion is linked to the financial performance of
the Group based on 2009 operating income, 25% is linked to the
achievement of individual objectives and 25% to the implementation
of Group values and participation in the implementation
of measures regarding our economic environment. The share of
the variable portion linked to Group financial performance is (i)
nil if real performance is below 75% of the budgeted amount
(performance floor), (ii) between 50% and 100% for a performance
equal to 75% to 100% of the budgeted amount and (iii) between
100% and 200% for a performance equal to 100% to 115% of
the budgeted amount (outperformance). If achieved fi nancial
results are superior to the budgeted objective, a multiplier rate
is calculated, up to a maximum of 2. The multiplier is calculated
based on the financial portion of the objectives, representing 50%
of the variable portion criteria. It is then applied to the other
variable portion criteria in order to calculate the final variable
portion, which is capped at 200% of the target variable portion.
The variable portion to be paid to Thierry Pilenko in 2010 for the
2009 financial year is €1,140,300.
Thierry Pilenko does not receive any directors’ fees for the positions
he holds in the Group’s companies or as a Company director.
There is no specific retirement plan for the Chairman and Chief
Executive Officer. The Chairman and Chief Executive Officer is a
beneficiary of the supplementary retirement plan for Group executives,
with fixed contributions of 8% of gross annual compensation
paid up to income bracket 3, i.e., eight times the annual French
Social Security limit. The contribution for 2009 amounted to
€21,597.
The Chairman and Chief Executive Officer also benefits from the
Company’s existing supplementary retirement plan for Executive
Committee members: a retirement income guarantee of 1.8%
per year of service, up to a limit of 15 years, on income bracket 4
of gross annual compensation paid, i.e., exceeding eight times the
French Social Security limit. The amount of gross compensation
to which this retirement income guarantee applies corresponds
to the average of the gross base compensation (including variable
compensation within the limit of the target variable portion of
100%), received over the five complete financial years prior to
the date of departure from the Company. The retirement income
guarantee will only be due in the following events: a departure
from the Company after his 60 th birthday; a departure from the
Company as a result of a 2 nd or 3 rd category disability (as defined
under French law); a departure from the Company after his 55 th
birthday provided that such departure is not the result of gross
misconduct or negligence on his part and that no salaried activity
is resumed between leaving the Company and receiving a pension
under the general French Social Security scheme.
109,000 stock options and 32,000 performance shares were
granted to Thierry Pilenko over the 2009 financial year. Thierry
Pilenko did not exercise any Technip share subscription or share
purchase options during the 2009 financial year. Thierry Pilenko
is not a beneficiary of any share subscription warrants from the
Company or any other Group company.
At the time of his appointment, Thierry Pilenko signed a worldwide
non-compete agreement. In order to take into account the
AFEP-MEDEF recommendations of October 6, 2008, the Board of
Directors, in its meeting of February 18, 2009, decided to limit the
indemnity amounting to a compensation of 24 months calculated
from the fixed compensation plus the target variable portion of
the last 12 months, corresponding to a non-compete provision
of two years.
At the same meeting, the Board decided there will be no severance
indemnity for the executive director in the event his mandate is
revoked or is not renewed by the Company.
192 2009 Reference Document

Financial Information on the Company’s Assets, Financial Situation and Results
20.2. Statutory Financial Statements 20
6.20. Auditors’ fees
The auditors’ fees break down as follow:
ERNST & YOUNG PricewaterhouseCoopers
In thousands of Euro 2009 2008 2009 2008
Audit Fees
Auditing, certification of financial statements, examination
654.8 812.0 511.0 581.0
of Company and Consolidated Financial Statements
Other assignments 16.0 301.2 - 99.0
Total 670.8 1,113.2 511.0 680.0
6.21. Litigation and Pending
Investigations
Technip is one of four shareholders of TSKJ, which carried out the
construction of a natural gas liquefaction complex in Nigeria for
Nigeria LNG Limited (“NLNG”) from 1994 onwards. The companies
KBR (formerly a subsidiary of the US Group Halliburton),
Snamprogetti Netherlands BV (a subsidiary of the Italian Group
ENI) and JGC Corporation (Japan) each hold 25% of TSKJ’s share
capital.
The United States Securities and Exchange Commission (“SEC”)
and the United States Department of Justice (“DOJ”) have since
2004 been conducting formal investigations into payments made
in connection with the construction by TSKJ of a natural gas
liquefaction complex for NLNG. A similar investigation by a French
magistrate against “unidentified persons” which also commenced
in 2004 is still ongoing.
During the summer of 2004, the SEC requested Technip (which
registered its shares with the SEC between October 2001 and
November 2007) to voluntarily provide information relating to
the implementation of this Project. Technip has fully cooperated
on a voluntary basis with both formal and informal requests from
the SEC and the DOJ since this request.
On February 11, 2009 KBR, which was at all relevant times,
between 1994 and 2007, a domestic issuer under US securities
laws, pleaded guilty to a five count criminal information in the
United States District Court involving charges related to the
United States Foreign Corrupt Practices Act (“FCPA”) for conduct
arising from its participation in TSKJ. In its plea agreement,
KBR asserted that it had conspired to pay bribes to Nigerian
Government Officials. As part of its plea agreement, KBR agreed
to pay a criminal fine of US$402 million. Contemporaneously,
KBR and its former parent company Halliburton also reached a
settlement of a related civil complaint filed by the SEC alleging
civil violations of the FCPA. KBR and Halliburton jointly agreed
to pay US$177 million in settlement of the civil complaint. The
US Government has also brought criminal charges against certain
individuals for conduct related to the Project.
A person or entity found in violation of the FCPA could be subject
to criminal fines and civil penalties of up to US$500,000 per violation
and equitable remedies including disgorgement (if applicable)
of profits including pre-judgment interest on such profits. Criminal
penalties could range up to US$2 million per violation or twice the
pecuniary gain or loss from the violation. The amount of any fines
or monetary penalties depend on factual findings, including among
others, the amount, timing, nature and scope of any improper
payment and related business transactions and the level of
cooperation provided to the authorities during the investigations.
Investigations of this nature and any related settlements could
result in (i) third party claims against Technip which could include
claims for special, indirect or consequential damages (ii) adverse
consequences on Technip’s ability to obtain or continue financing
for current or future projects and/ or (iii) damage to Technip’s
business or reputation via negative publicity adversely affecting
Technip’s prospects in the commercial market place.
French law was modified in September 2000 to attach, for the first
time, liability for the corruption of foreign public officials. Under
that law, criminal fines of up to €750,000, the confiscation of the
direct and indirect proceeds of the offence and various prohibitions
and civil damages may be imposed on a legal entity.
Technip and its counsel have held meetings with the US authorities
since July 2008 and have discussed a resolution of the investigation.
While these discussions have not concluded, Technip recorded
an exceptional charge of €245 million in the fourth quarter 2009
accounts reflecting the estimated costs of resolution based on the
status of ongoing discussions. The potential resolution does not
contemplate a criminal conviction for Technip’s role in the TSKJ
joint venture and would not affect Technip’s ability to continue
its operations in a normal manner. While Technip currently has no
reason to believe that the US investigation will not be resolved
as anticipated, there can be no assurance that final agreement
will be reached with the DOJ and the SEC. If final agreement is
not reached, Technip cannot exclude a different conclusion of
the investigation which could have a material adverse impact on
Technip’s financial position or operations.
2009 Reference Document
193

20
Financial Information on the Company’s Assets, Financial Situation and Results
20.2. Statutory Financial Statements
7. Subsidiaries and Investments
In millions of Euro
Country
Percentage
of
Ownership
(%)
Share
Capital
Reserves
and
Retained
Earnings
Before
Allocation
Share Book Value
Gross
Net
Outstanding
Loans and
Advances
Bonds
Posted and
Guarantees
Given
Revenues
2009
Net
Income
2009
Dividends
Received
2009
A. Detailed informations concerning investments for which gross-value exceeds 1% of Technip’s share capital
Subsidiaries with more than 50% of issued capital held by Technip
Technip France France 77.79% 22.7 27.8 43.5 43.5 - 9,803.8 1,725.4 104.5 4.6
Technip Offshore International France 100.00% 6.9 1,068.2 2,960.5 2,960.5 17.2 - - 182.9 149.6
Technipnet France 100.00% 2.0 0.2 2.0 2.0 - 2.2 25.7 0.3 -
Seal Engineering France 100.00% 0.1 0.5 1.1 1.1 - - 4.6 1.5 0.8
Eurodim France 99.92% 0.2 1.8 11.5 11.5 - - 2.3 0.3 -
Technip International AG Switzerland 99.94% 3.4 (2.7) 3.1 - - - 0.4 (0.4) -
Engineering Re Switzerland 99.50% 1.4 5.5 1.7 1.7 - 12.1 6.8 6.6 -
Technip Italy Italy 100.00% 25.8 47.9 22.1 22.1 - 5,375.9 606.1 46.5 37.0
TPL - Tecnologie Progetti Lavori Italy 100.00% 9.0 0.1 7.8 7.8 - - - (0.3) -
Technip Iberia Spain 99.99% 0.6 1.0 0.8 0.8 - - 26.0 1.9 2.4
Technip Capital Belgium 100.00% 89.2 0.4 89.3 89.3 - - - - -
Technip Far East Malaysia 100.00% 6.1 (2.9) 5.9 5.9 - 8.5 12.4 2.9 -
Technip Holding Benelux BV Netherlands 100.00% 9.1 0.7 26.7 26.7 - - - 18.4 20.0
Technip Germany Germany 100.00% 12.8 4.6 100.2 100.2 - 225.1 100.1 2.4 4.1
Technip Tianchen China 100.00% 0.8 3.4 3.3 3.3 - - 13.3 2.5 -
Investments between 10% and 50% of issued capital held by Technip
TPG (M) Malaysia 10.00% 0.2 14.1 0.4 0.4 0.8 549.5 116.6 3.3 -
Technip USA Holding Inc USA 30.75% - 0.3 160.0 160.0 - - - 0.8 10.8
B. Other Subsidiaries and Investments
Other Subsidiaries
French Subsidiaries n/a n/a n/a 2.1 1.7 1.0 66.2 n/a n/a 2.3
Foreign Subsidiaries n/a n/a n/a 1.7 1.5 2.1 0.2 n/a n/a -
Other Investments
French Investments n/a n/a n/a - - - - n/a n/a -
Foreign Investments n/a n/a n/a 1.4 1.3 0.4 2,537.7 n/a n/a 2.9
Total n/a n/a n/a 3,445.0 3,441.2 21.5 18,581.2 n/a n/a 234.5
194 2009 Reference Document

Financial Information on the Company’s Assets, Financial Situation and Results
20.4. Legal and Arbitration Procedures 20
20.3. Dividend Distribution Policy
The Combined Shareholders’ Meeting of April 30, 2009 approved the payment to shareholders of an ordinary dividend of €1.20 per
share for the year ended December 31, 2008.
For the past three years, the amount of dividends eligible for the 40% French tax credit (avoir fiscal) were as follows:
Year Dividend per share Amount of the distribution eligible for the 40% tax credit
2006 €1.05 €1.05
€2.10 €2.10
2007 €1.20 €1.20
2008 €1.20 €1.20
Confident of Technip’s ability to create long-term shareholder
value in a challenging environment, the Board of Directors will
propose at the Shareholders’ Meeting to be held on April 29, 2010,
a 12.5% increase in the dividend, to €1.35 per share.
This dividend would be paid on May 11, 2010.
The payment of dividends, which is handled by Société Générale,
is made to the financial intermediary account holders through
Euroclear France’s direct payment procedure.
Deutsche Bank will handle the payment of dividends to ADR
holders.
Dividends that are not claimed within five years of their date of
payment revert to the French State.
20.4. Legal and Arbitration Procedures
ITP dispute
On December 21, 2001, Interpipe S.A. (“ITP”), a French company,
filed a complaint with the Commercial Court of Versailles (Tribunal
de Commerce de Versailles) against Coflexip, Coflexip Stena
Offshore Ltd. and Cofl exip Stena Offshore International (now
Technip France and Technip UK Ltd) seeking damages based on
alleged breaches of several confidentiality agreements related to
“pipe-in-pipe” technology.
This dispute relates to contractual and other relationships among
the companies between 1993 and 1998. ITP worked on certain
Subsea pipeline installations projects managed subsequently by
Coflexip (and then Technip).
On May 16, 2006, the Commercial Court of Paris (Tribunal de
Commerce de Paris) rendered a ruling partially in favor of ITP,
imposing a fine of €48,930,000 on Technip. The Court’s decision
was not, however automatically enforceable.
On June 28, 2006, Technip filed an appeal of this ruling. ITP then
amended its complaint by adding grounds of unfair commercial
practices and tort liability.
On March 18, 2009, the Appeals Court of Paris (Cour d’Appel
de Paris) ruled in favor of Technip by overruling the Commercial
Court’s decision as it related to Technip’s contractual breach and
by rejecting all ITP’s complaints.
Technip has always believed ITP’s complaints to be unfounded and
that its exposure to this litigation was weak, which was confirmed
by the Court.
Moreover the Court, in the same decision, ruled in favor of
Technip’s counter-argument by finding that ITP had committed
acts of defamation against Technip and by requiring that it pays
damages.
An appeal with the highest Court (Cour de Cassation) has been
lodged by ITP against this decision which nevertheless was
subsequently executed by ITP.
ITP had also brought actions before the Scottish and US courts
for infringement of a patent relating to “pipe-in-pipe” technology.
Concurrently, on February 17, 2004, the European Patent Office
(“EPO”) revoked the disputed patent, which rendered ITP’s claim
on British territory. As a result, the Appeals Court of Edinburgh
terminated the proceeding before it on November 19, 2004. In
addition, a settlement agreement was reached in October 2007
which ended the proceedings before the US court of Alabama,
without any financial compensation.
However, even though the revocation of ITP’s European patent
terminated its rights to the patent, it had no effect on the French
patent obtained to protect the “pipe-in-pipe” technology.
As a result, on April 27, 2007, Technip brought an action against
ITP to nullify its French patent. Technip’s claim was rejected by the
Tribunal de Grande Instance de Paris on January 28, 2009, which
has already been appealed. Technip believes that its exposure in
terms of damages is negligible.
2009 Reference Document
195

20
Financial Information on the Company’s Assets, Financial Situation and Results
20.5. Significant Changes in the Financial or Commercial Position
TSKJ
Technip is one of four shareholders of TSKJ, which carried out the
construction of a natural gas liquefaction complex in Nigeria for
Nigeria LNG Limited (“NLNG”) from 1994 onwards. The companies
KBR (formerly a subsidiary of the US Group Halliburton),
Snamprogetti Netherlands BV (a subsidiary of the Italian Group ENI)
and JGC Corporation (Japan) each hold 25% of TSKJ’s share capital.
The United States Securities and Exchange Commission (“SEC”)
and the United States Department of Justice (“DOJ”) have since
2004 been conducting formal investigations into payments made
in connection with the construction by TSKJ of a natural gas
liquefaction complex for NLNG. A similar investigation by a French
magistrate against “unidentified persons” which also commenced
in 2004 is still ongoing.
During the summer of 2004, the SEC requested Technip (which
registered its shares with the SEC between October 2001 and
November 2007) to voluntarily provide information relating to
the implementation of this Project. Technip has fully cooperated
on a voluntary basis with both formal and informal requests from
the SEC and the DOJ since this request.
On February 11, 2009 KBR, which was at all relevant times,
between 1994 and 2007, a domestic issuer under US securities
laws, pleaded guilty to a five count criminal information in the
United States District Court involving charges related to the
United States Foreign Corrupt Practices Act (“FCPA”) for conduct
arising from its participation in TSKJ. In its plea agreement,
KBR asserted that it had conspired to pay bribes to Nigerian
Government Officials. As part of its plea agreement, KBR agreed
to pay a criminal fine of US$402 million. Contemporaneously,
KBR and its former parent company Halliburton also reached a
settlement of a related civil complaint filed by the SEC alleging
civil violations of the FCPA. KBR and Halliburton jointly agreed
to pay US$177 million in settlement of the civil complaint. The
US Government has also brought criminal charges against certain
individuals for conduct related to the Project.
A person or entity found in violation of the FCPA could be
subject to criminal fines and civil penalties of up to US$500,000
per violation and equitable remedies including disgorgement
(if applicable) of profits including pre-judgment interest on such
profits. Criminal penalties could range up to US$2 million per
violation or twice the pecuniary gain or loss from the violation.
The amount of any fines or monetary penalties depend on factual
findings, including among others, the amount, timing, nature and
scope of any improper payment and related business transactions
and the level of cooperation provided to the authorities during the
investigations. Investigations of this nature and any related settlements
could result in (i) third party claims against Technip which
could include claims for special, indirect or consequential damages
(ii) adverse consequences on Technip’s ability to obtain or continue
financing for current or future projects and/or (iii) damage to
Technip’s business or reputation via negative publicity adversely
affecting Technip’s prospects in the commercial market place.
French law was modified in September 2000 to attach, for the first
time, liability for the corruption of foreign public officials. Under
that law, criminal fines of up to €750,000, the confiscation of the
direct and indirect proceeds of the offence and various prohibitions
and civil damages may be imposed on a legal entity.
Technip and its counsel have held meetings with the US authorities
since July 2008 and have discussed a resolution of the investigation.
While these discussions have not concluded, Technip recorded
an exceptional charge of €245 million in the fourth quarter 2009
accounts reflecting the estimated costs of resolution based on the
status of ongoing discussions. The potential resolution does not
contemplate a criminal conviction for Technip’s role in the TSKJ
joint venture and would not affect Technip’s ability to continue
its operations in a normal manner. While Technip currently has no
reason to believe that the US investigation will not be resolved
as anticipated, there can be no assurance that final agreement
will be reached with the DOJ and the SEC. If final agreement is
not reached, Technip cannot exclude a different conclusion of
the investigation which could have a material adverse impact on
Technip’s financial position or operations.
As of the date of this Reference Document, there have been no
other governmental, legal or arbitration proceedings (including
any such proceedings that are pending or threatened of which
the Company is aware) over the previous 12 months, which may
have, or have had a significant impact on the Group’s financial
position or profitability.
20.5. Significant Changes in the Financial or Commercial Position
There has been no significant change in the Company’s financial and commercial position since December 31, 2009.
196 2009 Reference Document

Additional Information
21
21.1. Share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 197
21.1.1. Amount of share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .197
21.1.2. Non-equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .197
21.1.3. Treasury shares and share repurchased programs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .197
21.1.4. Potential capital. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .199
21.1.5. Information on the terms applicable to rights and obligations attached to subscribed,
but unpaid, capital or on any company intending to increase share capital. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .201
21.1.6. Information on the share capital of any Group member, which is subject to an option
or to a conditional or unconditional agreement for transformation to an option, and details
regarding these options (including the identity of the persons to which they belong). . . . . . . . . . . . . . . . . . . . . . . . . .201
21.1.7. Changes in share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .201
21.2. Articles of Association . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 202
21.2.1. Corporate purpose (Article 3 of the Articles of Association) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .202
21.2.2. Members of Administrative, Executive and Supervisory Bodies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .202
21.2.3. Rights and duties attached to the shares (Article 11 of the Articles of Association) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .203
21.2.4. Amendment of Shareholders’ Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .203
21.2.5. Shareholders’ Meeting (Article 23 of the Articles of Association). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .203
21.2.6. Provisions in the Articles of Association that may impact a change in control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .204
21.2.7. Crossing of thresholds (Article 13, Paragraphs 2 and 3 of the Articles of Association) . . . . . . . . . . . . . . . . . . . . . . . . . .204
21.2.8. Specific provisions related to changes in share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .204
21.1. Share capital
21.1.1. Amount of share capital
As of January 1, 2009, the start of the fiscal year, Technip’s share
capital amounted to €83,354,642.55, divided into 109,317,564
fully paid-up ordinary shares.
At the end of the fiscal year, i.e., December 31, 2009, Technip’s
share capital amounted to €83,374,261.68, divided into
109,343,294 fully paid-up ordinary shares.
As of February 28, 2010, Technip’s share capital amounted to
€83,386,421.26, divided into 109,359,241 shares.
21.1.2. Non-equity securities
None.
21.1.3. Treasury shares and share
repurchased programs
Over the course of the financial year ended December 31, 2009,
no share was purchased. Over the same financial year, 234 shares
were transferred with no value. Furthermore, transaction fees
amounted to €0.
Use of treasury shares
All treasury shares held at December 31, 2009 and at February 28,
2010, i.e., 3,065,910 shares, with a par value per share of €0.7625
and a purchase price value of €143.8 million, which represented
2.80% of the Company’s share capital at these two dates,
were used to satisfy obligations related to stock option plans
or other grants of shares in favor of the Company’s employees
and directors and officers.
At December 31, 2009 and February 28, 2010,
■
■
1,110,670 shares were used for the Plan 2007 performance
share program, implemented by the Board of Directors at its
meetings on March 12, 2007, December 12, 2007 and July 1,
2008; and
1,070,692 shares were used for the Plan 2008 performance
share program implemented by the Board of Directors at its
meetings on July 1, 2008, December 9, 2008 and February 18,
2009.
2009 Reference Document
197

Additional Information
21 21.1. Share capital
■
■
Moreover, 953,100 shares were used for the Plan 2008 performance
share program implemented by the Board of Directors
at its meeting on July 1, 2008; and
993,175 and 1,093,175 shares at December 31, 2009 and
February 28, 2010 respectively were used for the Plan 2009
performance share program implemented by the Board of
Directors at its meetings on June 15, 2009, October 24-25,
2009 and February 16, 2010.
The potential dilutive effect amounts to 3.76% of the Company’s
share capital at February 28, 2010.
Renewal of the Company’s share repurchase
program
A proposal will be submitted to the Shareholders’ Meeting of
April 29, 2010 (11 th resolution) to authorize the Board of Directors
to repurchase Technip shares in an amount of up to 10% of the
share capital as of the date of such meeting. The maximum
purchase price will be proposed to be set at €80 (excluding costs)
per share.
Legal framework
The implementation of this plan is subject to the approval of
Technip’s Shareholders’ Meeting of April 29, 2010 through the
11 th resolution, which reads as follows:
“The Shareholders’ Meeting, acting under the conditions of quorum
and majority required for Ordinary Shareholders’ Meetings,
having reviewed the report of the Board of Directors, authorizes
the Board of Directors to purchase shares of the Company, in
accordance with the provisions of Articles L. 225-209 et seq. of
the French Commercial Code, on one or more occasions, for the
following primary purposes:
■
■
■
■
■
■
to honor commitments related to stock-option plans or other
share grants to employees or directors or officers (mandataires
sociaux) of the Company or its affiliates;
to use shares in payment or in exchange in connection with
external growth transactions;
to promote share trading, in order, in particular, to ensure liquidity
with an investment services provider pursuant to a liquidity
contract in compliance with the ethics charter approved by
the French Financial Market Authority (Autorité des Marchés
Financiers);
to cancel such shares;
to deliver shares upon the exercise of rights attached to securities
giving access to the share capital;
to implement any such market practice which would become
recognized from time to time by law or by the French Financial
Market Authority (Autorité des Marchés Financiers).
The purchase, holding, sale or transfer of the purchased shares
may be carried out, depending on the case, on one or more occasions,
in any manner on the market (regulated or not), through
multilateral trade facilities (“MTFs”), via systematic internalizers
or through negotiated transactions, in particular, through the
acquisition or sale of blocks, or by using financial derivatives and
warrants, in compliance with applicable regulations. The portion
of the repurchase program that may be carried out by negotiation
of blocks may be as large as the entire program.
The Shareholders’ Meeting sets the maximum purchase price at
€80 (before charges) per share and decides that the maximum
number of shares that may be acquired may not exceed 10%
of the shares comprising the share capital as of the date of this
Shareholders’ Meeting.
In the event of a share capital increase by incorporation of
premiums, reserves and benefits, resulting in either an increase
in the nominal value, or in a free grant of shares, and in the
event of a split or reverse split of shares or any other transaction
affecting the share capital, the Board of Directors may adjust the
aforementioned purchase price to take into account the effect of
those transactions on the value of the shares.
Full powers are granted to the Board of Directors, with power of
delegation to the Chief Executive Officer or, with his consent,
to one or more executive vice presidents (directeurs généraux
délégués), to place, at any time, except during the period of a
public offering on the Company’s securities, any orders on a securities
exchange or through negotiated transactions, to allocate or
re-allocate repurchased shares to the primary repurchase purposes
in accordance with applicable law and regulations, to enter into
any agreements, specifically for the keeping of purchase and sale
registers, to draft any documents, to carry out any formalities,
to make any declarations and communications to any agencies,
particularly to the French Financial Market Authority (Autorité
des Marchés Financiers), concerning the transactions carried out
pursuant to this resolution, to set the terms and conditions to
preserve, as necessary, any rights of holders of securities giving
access to the Company’s share capital and any rights of beneficiaries
of options in accordance with applicable regulations and,
generally, to take any necessary action. The Shareholders’ Meeting
also grants full powers to the Board of Directors, if applicable laws
or the French Financial Market Authority (Autorité des Marchés
Financiers) were to extend or supplement the primary purposes
authorized for share repurchase programs, to inform the public
according to applicable regulations of potential modifications to
the repurchase program pertaining to the amended purposes.
This authorization invalidates any previous authorization for the
same purpose and, in particular, the fourteenth resolution of the
Ordinary Shareholders’ Meeting of April 30, 2009. It is granted
for a period of 18 months from the date of this Shareholders’
Meeting.
In its report to the Annual Shareholders’ Meeting, the Board of
Directors shall provide the shareholders with information relating
to the purchases and sales of shares carried out pursuant to this
resolution.”
Terms
The maximum number of shares that may be acquired cannot
exceed 10% of the share capital as of the day of the Shareholders’
Meeting.
Acquisitions made by the Company can in no case result in
its holding, directly or indirectly, more than 10% of the share
capital.
Under the terms of the authorization submitted for approval by
the Shareholders’ Meeting to be held on April 29, 2010, and on the
basis of the treasury shares held and share capital at February 28,
2010 (i.e., 3,065,910 shares and 109,359,241 shares, respectively),
the maximum number of shares that may be repurchased
would amount to 10,629,333 shares, which would represent a
maximum theoretical investment of €850,346,640, based on the
maximum purchase price of €80.
198 2009 Reference Document

Additional Information
21.1. Share capital 21
21.1.4. Potential capital
Summary of authorizations granted by the Combined Shareholders’ Meeting, which expired
or were in effect in 2009
The table below summarizes the resolutions adopted by the Combined Shareholders’ Meeting authorizing the Board of Directors
to increase the share capital, and presents the Board’s implementation of such authorizations in 2009:
Purpose Validity Limit
Share capital increase with preferential
subscription rights
Share capital increase without
preferential subscription rights
Share capital increase through
incorporation of reserves, profits
or premiums or other sums for which
capitalization would be accepted
Share capital increase through
the issue of shares or securities granting
access to the share capital in favor
of Company Savings Plan members
Free grant of existing shares to be
issued to eligible employees and
directors or officers of the Company
or other associated companies
Free grant of existing shares to be
issued to Chairman and Chief Executive
Officer of the Company, executive
director of the Company
Grant of stock options to be issued
to eligible employees and directors
or officers of the Company or other
associated companies
Grant of stock options to be issued
to the Chairman and Chief Executive
Officer of the Company, executive
director of the Company
Share capital increase with preferential
subscription rights
Share capital increase without
preferential subscription rights
Share capital increase in favor of
employees adhering to a company
savings plan
Extraordinary Shareholders’
Meeting of April 27, 2007
20 th resolution
Term: 26 months
Expires: June 26, 2009
Extraordinary Shareholders’
Meeting of April 27, 2007
21 st resolution
Term: 26 months
Expires: June 26, 2009
Extraordinary Shareholders’
Meeting of April 27, 2007
23 rd resolution
Term: 26 months
Expires: June 26, 2009
Extraordinary Shareholders’
Meeting of April 27, 2007
25 th resolution
Term: 26 months
Expires: June 26, 2009
Extraordinary Shareholders’
Meeting of May 6, 2008
8 th resolution
Term: 24 months
Expires: May 5, 2010
Extraordinary Shareholders’
Meeting of May 6, 2008
9 th resolution
Term: 24 months
Expires: May 5, 2010
Extraordinary Shareholders’
Meeting of May 6, 2008
10 th resolution
Term: 24 months
Expires: May 5, 2010
Extraordinary Shareholders’
Meeting of May 6, 2008
11 th resolution
Term: 24 months
Expires: May 5, 2010
Extraordinary Shareholders’
Meeting of April 30, 2009
15 th resolution
Term: 26 months
Expires: June 29, 2011
Extraordinary Shareholders’
Meeting of April 30, 2009
16 th resolution
Term: 26 months
Expires: June 29, 2011
Extraordinary Shareholders’
Meeting of April 30, 2009
17 th resolution
Term: 26 months
Expires: June 29, 2011
Par value: €37,5 million (1)
€2.5 billion for securities
representing debt certificates
granting access to share capital (2)
Par value: €15 million (1)
€2.5 billion for securities
representing debt certificates
granting access to share capital (2)
Use during the
2009 financial year
None
None
€75 million None
3% of the share capital None
1% of the share capital None
0.03% of the share capital None
1% of the share capital None
0.10% of the share capital None
Par value: €37.5 million (3)
€2.5 billion for securities
representing debt certificates
granting access to share capital (4)
Par value: €12 million (3)
€2.5 billion for securities
representing debt certificates
granting access to share capital (4)
None
None
2% of the share capital (3) None
2009 Reference Document
199

Additional Information
21 21.1. Share capital
Use during the
Purpose Validity Limit 2009 financial year
1% of the share capital 0.9%
Grant of stock options to be issued
to eligible employees and directors
or officers of the Company or other
associated companies
Grant of stock options to be issued
to the Chairman and Chief Executive
Officer of the Company, executive
director of the Company
Extraordinary Shareholders’
Meeting of April 30, 2009
20 th resolution
Term: 24 months
Expires: April 29, 2011
Extraordinary Shareholders’
Meeting of April 30, 2009
21 st resolution
Term: 24 months
Expires: April 29, 2011
0.10% of the share capital 0.09%
(1) Share capital increases carried out pursuant to the 20 th and 21 st resolutions of the Extraordinary Shareholders’ Meeting of April 27, 2007 must not exceed a total nominal
value of €37.5 million.
(2) The total amount of debt securities granting access to the share capital, issued pursuant to the 20 th and 21 st resolutions of the Extraordinary Shareholders’ Meeting of
April 27, 2007, must not exceed €2.5 billion.
(3) Share capital increases carried out pursuant to the 15 th , 16 th and 17 th resolutions of the Extraordinary Shareholders’ Meeting of April 30, 2009 must not exceed a total
nominal value of €37.5 million.
(4) The total amount of debt securities granting access to the share capital, issued pursuant to the 15 th and 16 th resolutions of the Extraordinary Shareholders’ Meeting of
April 30, 2009, must not exceed €2.5 billion.
With a certain number of these authorizations reaching expiration,
the Combined Shareholders’ Meeting of April 29, 2010 is
being requested to authorize the Board of Directors:
■
■
■
■
■
to grant, on one or more occasions over a period of 24 months,
existing shares free of charge (“performance shares”) in an
amount of up to 0.9% of the share capital as of the date of
the aforementioned Shareholders’ Meeting (i) to the employees
of Technip and, (ii) to employees and directors and officers
(mandataires sociaux) of companies related to the Company
within the meaning of Article L. 225-197-2 of the French
Commercial Code (13 th resolution);
th
subject to the adoption of the 13 resolution, to grant, on one
or more occasions over a period of 24 months, existing shares
free of charge (“performance shares”) in an amount of up to
0.03% of the share capital as of the date of the aforementioned
Shareholders’ Meeting in favor of the Chairman and Chief
Executive Officer (mandataire social) (14 th resolution);
to grant, on one or more occasions over a period of 24 months,
share purchase or share subscription options in an amount of
up to 1.1% of the share capital as of the date of the aforementioned
Shareholders’ Meeting in favor of Technip’s employees
and directors (mandataires sociaux) and to those of companies
related to the Company (15 th resolution);
th
subject to the adoption of the 15 resolution, to grant, on one
or more occasions over a period of 24 months, share purchase or
share subscription options in an amount of up to 0.10% of the
share capital on the date of the aforementioned Shareholders’
Meeting, in favor of the Chairman and Chief Executive Officer
(mandataire social) (16 th resolution);
to increase the share capital, on one or more occasions over a
period of 26 months, in favor of members of savings plan of the
Company and the French and foreign companies related to the
Company in accordance with Article L. 225-180 of the French
Commercial Code and Article L. 3344-1 of the French Labor
Code, in an amount of up to 1% of the share capital on the date
of the implementation of such increase (17 th resolution).
Authorization to reduce share capital
The Combined Shareholders’ Meeting of April 29, 2005 authorized
the Board of Directors to cancel shares purchased under share
repurchase programs carried out by the Company in an amount
of up to 10% of the share capital per 24-month period. This
authorization was granted for a period of five years pursuant to
the following resolution (11 th resolution):
“The Shareholders’ Meeting, acting under the conditions of
quorum and majority required for Extraordinary Shareholders’
Meetings, and having reviewed:
■
■
the Board of Directors’ report; and
the Statutory Auditors’ Special Report;
and in accordance with Article L. 225-209 of the French
Commercial Code:
1. Authorizes the Board of Directors to reduce the share capital,
on one or more occasions, by cancelling all or part of the
shares repurchased pursuant to share repurchase programs
authorized by the Shareholders’ Meeting in an amount of up to
10% of the share capital per 24-month period and to allocate
the difference between the repurchase value of the cancelled
shares and their par value to the premiums and available
reserves.
2. The Board of Directors will have all the powers required to
determine the terms and conditions of this or these cancellations
and to proceed with the resulting amendment of
the articles of association and to carry out all the necessary
formalities.
3. This authorization is granted for a period of five years. It invalidates
any previous authorization for the same purpose.”
The Company did not cancel any shares pursuant to this authorization
in 2009.
The Combined General Meeting dated April 29, 2010 will propose
to authorize the Board of Directors to reduce the Company’s
share capital up to the limit of 10% per 24-month period for
another period of five years (12 th resolution).
200 2009 Reference Document

Additional Information
21.1. Share capital 21
21.1.5. Information on the terms
applicable to rights
and obligations attached
to subscribed, but unpaid, capital
or on any company intending
to increase share capital
None.
21.1.6. Information on the share capital
of any Group member, which
is subject to an option or to a
conditional or unconditional
agreement for transformation
to an option, and details regarding
these options (including the
identity of the persons to which
they belong)
See Section 17.2.2.
21.1.7. Changes in share capital
Change in share capital over the three previous years
Date of Board
of Directors’
meeting
recording the
share capital
variation
Number
of shares
issued/
cancelled
Nominal
amount of the
share capital
increase/
reduction
Global
issuance
premium
Successive
amounts of
share capital
Total
number of
shares
Par value
of the
shares
Type of operation
02/21/2007 Stock options exercised 298,397 €227,527,72 - €80,914,345,18 106,117,174 €0.7625
05/14/2007 Recording of the share
capital increase under
the Group savings plan 516,207 €393,607.84 - €81,307,953.02 106,633,381 €0.7625
05/14/2007 Stock options exercised 188,876 €144,017.95 - €81,451,970.96 106,822,257 €0.7625
07/25/2007 Stock options exercised 296,059 €225,744.99 - €81,677,715.95 107,118,316 €0.7625
11/14/2007 Stock options exercised 102,987 €78,527.59 - €81,756,243.54 107,221,303 €0.7625
02/20/2008 Stock options exercised 132,471 €101,009.14 - €81,857,252.68 107,353,774 €0.7625
05/14/2008 Stock options exercised 20,830 €15,882.87 - €81,873,135.55 107,374,604 €0.7625
07/30/2008 Stock options exercised 210,489 €160,497.86 - €82,033,633.41 107,585,093 €0.7625
11/12/2008 Stock options exercised 178,199 €135,876.74 - €82,169,510.15 107,763,292 €0.7625
11/12/2008 Recording of the share
capital increase under
the Group savings plan 1,446,260 €1,102,773.25 - €83,272,283.40 109,209,552 €0.7625
02/18/2009 Stock options exercised 108,012 €82,359.15 - €83,354,642.55 109,317,564 €0.7625
Change in share capital over the period from January 1, 2010 to February 28, 2010
Date of Board of
Directors’ meeting
recording the share
capital variation
Type of
operation
02/16/10 Levée d’options
de souscription
d’actions
Nominal
Number
of shares
issued/
cancelled
amount of the
share capital
increase/
reduction
Global
issuance
premium
Successive
amounts
of share capital
Total
number
of shares
Par value
of the shares
25,730 €19,619.13 - €83,374,261.68 109,343,294 €0.7625
2009 Reference Document
201

Additional Information
21 21.2. Articles of Association
21.2. Articles of Association
21.2.1. Corporate purpose
(Article 3 of the Articles
of Association)
The company has the following purpose in all countries:
■
■
■
■
■
■
■
■
all engineering studies and services, and construction of complex
industrial plants, in particular, for hydrocarbons, as well as all
fields of industry, notably chemicals and life sciences;
the conception, manufacturing, purchase, sale, construction,
assembly and installation of materials, products, equipment
and systems intended for said installations, in particular, fixed
or floating platforms and pipelines for the development of oil
fields at sea;
the provision of all services related to these products, equipment
and installations;
the development and implementation of all processes and
products for practical use in industry of the results of research
carried out by the Company or by any other individual or
entity;
the registration, acquisition, obtaining, direct or indirect use,
sale or purchase of all brands, processes, patents, and licenses
for the use of patents;
the direct or indirect participation by the Company in all operations
of the said type, either by way of formation of companies,
contributions to existing companies or mergers with such
companies, transfer to companies of all or part of its assets or
rights in real and personal property, subscriptions, purchases
and sales of securities and corporate interests, partnerships,
advances, loans or otherwise;
the investment, by any means and in any form, in companies
or industrial, commercial, financial and real property enterprises,
whether French or foreign, regardless of legal form or
organization and, where necessary, the disposition of these
investments;
more generally, all transactions of a commercial, financial,
industrial or civil nature or in real or personal property, related
directly or indirectly to any of the purposes listed above and
to any similar or related purposes, both on its own behalf or
on behalf of third parties, and more generally all transactions
facilitating or related to the realization of these purposes.
21.2.2. Members of Administrative,
Executive and Supervisory
Bodies
Composition of the Board of Directors (Article 14
of the Articles of Association–excerpts)
The Company is regulated by a Board of Directors with no fewer
than three and no more than 18 members, subject to exceptions
provided for by law.
Each director shall hold at least 400 Company’s shares in registered
form.
Individuals or legal entities may be directors.
Members of the Board of Directors are appointed by the Ordinary
Shareholders’ Meeting for a term of four years to expire at the
end of the Ordinary Shareholders’ Meeting convened to approve
the financial statements for the preceding financial year, and held
in the financial year during which the term expires.
The Board of Directors will be renewed on a rolling basis every
two years as concerns one-half of the members of the Board
of Directors if the Board of Directors is comprised of an even
number of directors, or one-half of the members plus one if the
Board of Directors is comprised of an odd number of directors. For
purposes of this provision, the order of the termination of office
will be decided by the Board of Directors on the date of its first
meeting following the adoption of this provision, unanimously
approved by the directors present or represented or, failing that,
by a random draw. The terms of office of directors thus chosen or
drawn will automatically become null.
The number of directors who are over the age of 70 may not
exceed one-third of the number of directors in office at the end
of the fiscal year.
Operation of the Board of Directors
Deliberations of the Board of Directors
(Article 16 of the Articles of Association–excerpts)
At least one-half of the members of the Board of Directors must
be present in person for meetings to be valid.
In accordance with the conditions and limits set by applicable
regulations, directors who are not physically present, but
participate in meetings of the Board of Directors by means of
videoconference or other telecommunications, will be considered
present for purposes of quorum and majority requirements.
Decisions are adopted by a majority of the members present in
person or represented. The Chairman shall have the casting vote
in the event of a tie.
Powers of the Board of Directors
(Article 17 of the Articles of Association)
The Board of Directors shall set the guidelines for the business of
the Company and shall see to it that they are implemented.
Subject to the powers expressly assigned to Shareholders’
Meetings, and within the scope of the corporate purpose, it shall
take up any and all issues affecting the proper operation of the
Company and shall decide in its meetings any business concerning
the Company.
In relationships with third parties, the Company shall be bound
even by actions of the Board of Directors which are not related
to the corporate purpose, unless it can prove that the third party
knew that the action exceeded such purpose or that it could
not be unaware of it given the circumstances; publication of the
articles of association shall not in and of itself constitute proof.
The Board of Directors shall undertake any and all audits and
controls it may deem appropriate. The Chairman or the Company’s
Chief Executive Officer is responsible for communicating to each
director all necessary documentation and information so that
they may accomplish their duties.
202 2009 Reference Document

Additional Information
21.2. Articles of Association 21
21.2.3. Rights and duties
attached to the shares
(Article 11 of the Articles
of Association)
Each share shall give a right to the corporate assets, to the
distribution of the profits and to any liquidation surplus (boni de
liquidation), in proportion to the number of shares issued.
The shareholders shall be liable only up to the amount of their
capital contributions.
Share ownership automatically implies adherence to the
Company’s articles of association and to the decisions of the
General Shareholders’ Meetings.
The rights and duties attached to each share shall pass with the
title of the share, to whomever becomes the owner thereof.
Whenever it is necessary to own a certain number of shares in
order to exercise a right of any kind, in particular, in the event of
an exchange, consolidation or allotment of shares, or following an
increase in or reduction of share capital–whatever the terms and
conditions thereto may be–a merger or any other transaction,
shareholders holding a number of shares fewer than that required
may exercise their rights only on condition that they make their
own personal arrangements with regard to consolidation and,
where applicable, to the purchase or sale of the number of shares
or rights forming the necessary fractional share.
Double voting rights
(Article 12 of the Articles of Association)
Since November 24, 1995, double voting rights, taking into
account the fraction of the share capital that they represent, have
been attributed to all fully paid-up shares which can be proved
to have been registered in the name of the same shareholder for
at least two years.
In the event of an increase of share capital by capitalization of
reserves, profits or premiums, double voting rights shall also
be granted as from the time of their issue to registered shares
granted free of charge to a shareholder in respect of existing
shares entitling such shareholder to the benefit of the said right.
Registered shares benefiting from double voting rights that are
converted into bearer form for any reason whatsoever shall lose
such double voting rights.
Identifiable bearer shares
(Article 13, Paragraph 1 of the Articles of Association)
In accordance with applicable laws and regulations, the Company
may at any time ask the body responsible for clearing securities for
information enabling it to identify the holders of shares carrying
immediate or future voting rights at Shareholders’ Meetings, as
well as the number of shares held by each of them and, where
applicable, any restrictions that may affect such shares.
Distribution of profits
(Article 27 of the Article of Association)
From distributable profit, as defined by law, the General
Shareholders’ Meeting may withhold any sums it thinks fit to
allocate to any optional reserve fund or to carry it forward.
The balance, if any, shall be divided between all the shareholders
in proportion to the number of shares that they own.
In addition, the Shareholders’ Meeting may decide to distribute
sums withheld from the reserve funds at its disposal, by indicating
expressly the particular reserve funds from which the deductions
should be made. However, the dividends must be withheld first
from the distributable profits for the fiscal year.
21.2.4. Amendment of Shareholders’
Rights
In the absence of any provisions regarding changes to shareholders’
rights in the Company’s articles of association, any changes
to shareholders’ rights are subject to applicable law.
21.2.5. Shareholders’ Meeting
(Article 23 of the Articles
of Association)
Convening and Holding of Shareholders’
Meetings–Deliberations
Shareholders’ Meetings shall be convened in accordance with
the conditions set out by applicable laws and regulations.
Shareholders’ Meetings shall meet at the registered office or at
any other place specified in the notice convening the meeting.
Shareholders’ Meetings shall be chaired by the Chairman of the
Board of Directors or, in his absence, by a director so appointed by
the Board of Directors, or failing this, the Shareholders’ Meeting
shall appoint a Chairman.
The vote tellers’ functions are performed by two shareholders
who are present and who agree to perform these duties, and who
have by themselves or as proxies the largest number of votes.
The presiding committee appoints a secretary, who can be chosen
from outside of the Meeting’s members.
Attendance
Every shareholder has the right, after proof of identity, to participate
in Shareholders’ Meetings, either physically, or by proxy given
to another shareholder or to his or her spouse, or by sending a
proxy to the Company without indication of a mandate, provided
the shares are registered in the name of the shareholder or his or
her intermediary listed pursuant to Article L. 228-1 of the French
Commercial Code as of midnight of the third business day preceding
the Shareholders’ Meeting in accordance with applicable
regulations.
Any legal entity shareholder may participate in the Shareholders’
Meetings through its legal representatives or by any other person
appointed by it for this purpose.
The shareholders may, subject to the conditions set forth under
the applicable laws and regulations, send their proxy and mail
voting forms for any Shareholders’ Meeting either on paper or by
electronic means.
The Board of Directors may decide that the shareholders may
participate in and vote at any Shareholders’ Meeting by videoconferencing
means in the conditions set forth by law. In such a
case, any shareholder participating by any of the referred means
shall be deemed to be present for the purposes of quorum and
majority.
2009 Reference Document
203

Additional Information
21 21.2. Articles of Association
21.2.6. Provisions in the Articles
of Association that may impact
a change in control
To the Company’s knowledge, neither the Company’s Articles of
Association nor its internal charter contains any provisions that
could delay or prevent a change in control.
The Company’s Articles of Association provide for double voting
rights as described above in Section 21.2.3 (Article 12 of the
Articles of Association).
21.2.8. Specific provisions related
to changes in share capital
In the absence of any provisions regarding changes to the share
capital in the Company’s articles of association, any changes to
the share capital are subject to applicable law.
21.2.7. Crossing of thresholds
(Article 13, Paragraphs 2 and 3
of the Articles of Association)
Any shareholder acting alone or in a group (de concert), in addition
to the thresholds referred to in Article L. 233-7 of the French
Commercial Code, who comes to hold or ceases to hold, directly
or indirectly, 1% of the Company’s share capital or voting rights,
or a multiple of said percentage less than or equal to 33%, shall
notify the Company within five trading days of having crossed any
one of these thresholds, by registered letter with return receipt
requested, of the aggregate number of shares, voting rights or
securities giving rights to the Company’s share capital, which it
holds, directly or indirectly, alone or in a group (de concert).
Any failure to comply with the notification of the crossing
of a statutory threshold shall give rise to forfeiture of those
voting rights exceeding the fraction that was required to have
been declared pursuant to the provisions detailed above, for all
Shareholders’ Meetings that may be held during a period of two
years following the curing of a failure to notify, at the request
of one or more shareholders, together holding at least 1% of
the Company’s share capital or voting rights, such request being
recorded in the minutes of the Shareholders’ Meetings.
204 2009 Reference Document

22
Significant Contracts
22.1. Bond issue 2004-2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 205
22.2. Deep Energy Financing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 205
22.3. Skandi Arctic Financing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 205
22.4. BNDES Financing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 205
22.5. Revolving Credit Agreement and Bilateral Lines . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 206
22.6. Private Placement with Deferred Payment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 206
22.1. Bond issue 2004-2011
The €650 million bond issue is described in Section 4.6 of this Reference Document. The Standard and Poor’s credit rating of the issuer
is BBB/positive/A-2 as of December 31, 2009.
22.2. Deep Energy Financing
The credit facilities for a global amount of US$241 million to be used for the financing of Deep Energy–formally called the New Pipelay
Vessel–currently under construction are described in Section 4.6 of this Reference Document.
22.3. Skandi Arctic Financing
The financing with an original amount of 500 million Norwegian crowns corresponding to the 50% share of the Group in the Skandi
Arctic Diving Support vessel is described in Section 4.6 of this Reference Document.
22.4. BNDES Financing
The three different BNDES facility agreements signed by the Brazilian subsidiary Flexibras with three different commercial banks on
behalf of BNDES amounting to 300 million Brazilian reals are described in Section 4.6 of this Reference Document.
2009 Reference Document
205

Significant Contracts
22 22.5. Revolving Credit Agreement and Bilateral Lines
22.5. Revolving Credit Agreement and Bilateral Lines
The €850 million revolving syndicated agreement and the four bilateral facility agreements are described in Section 4.6 of this Reference
Document.
22.6. Private Placement with Deferred Payment
The contract entered into between Technip and an international
bank establishing the terms on which Technip agrees to issue in
July 2010 €200 million of Notes and the obligation of the international
bank to find a private investor to subscribe for the debt
(pursuant to a similar agreement with the international bank) or,
falling which, for the international bank to subscribe the Notes
itself, is described in Section 4.6 of this Reference Document.
206 2009 Reference Document

Information from Third
Parties, Declarations
Filed by Experts and
Declarations of Interest
23
To the Company’s knowledge, the sources referred to in this Reference Document were accurately reproduced and no fact has been
omitted, which would render the reproduced information, in any significant way, inaccurate or false.
2009 Reference Document
207

24
Publicly Available
Documents
Throughout this Reference Document’s period of validity, a copy of the articles of association, the Statutory Auditors’ reports and the
financial statements for the preceding three financial years, as well as all reports, correspondence and other documents, historical
financial information for the Company and its subsidiaries relating to the preceding three financial years, assessments and declarations
drawn up by an expert at the request of the issuer, part of which is included or discussed in this Reference Document, and all other
documents provided for under law may be consulted in accordance with the applicable legal and regulatory conditions at the Company’s
registered office, 6-8, allée de l’Arche, Faubourg de l’Arche, ZAC Danton, 92400 Courbevoie (France).
Persons Responsible for Financial Information Releases
Investor and Analyst Relations
6-8, allée de l’Arche–92973 Paris-La Défense Cedex–France
Fax: +33 (0)1 47 78 67 58
Kimberly Stewart
Phone: +33 (0)1 47 78 66 74
E-mail: kstewart@technip.com
Antoine d’Anjou
Phone: +33 (0)1 47 78 30 18
E-mail: adanjou@technip.com
208 2009 Reference Document

25
Information on Equity
Interests
See Section 7.2 of this Reference Document and the List of Subsidiaries and Investments as disclosed in Note 7 of the Company’s
Statutory Financial Statements for the financial year ended December 31, 2009, included in Section 20.2 of this Reference Document.
2009 Reference Document
209

A
Annex: Offices held by
Board Members, current
at December 31, 2009 and
over the past five years (1)
First
name Surname Current offices Expired Offices in the last five years
Thierry PILENKO Chairman of Technip Italy S.p.A
Director of CGG Veritas
Director of Hercules Offshore (United States)
Olivier APPERT Chairman and Chief Executive Officer
of the Institut Français du Pétrole (“IFP”)
Director of the Compagnie Générale
de Géophysique (CGG Veritas)
Director of the Institut de Physique du Globe
Director of Storengy
Pascal COLOMBANI Chairman of the Board of Valeo
Director of Alstom
Director of Rhodia
Director of British Energy Group p.l.c.
(EDF’s subsidiary) (United Kingdom)
Non executive director of Energy Solutions (USA)
Germaine GIBARA Director of Sunlife Financial (Canada)
Director of Agrium (Canada)
Director of Cogeco Cable (Canada)
Chairman of Avvio Gestion Inc (Canada)
Gérard HAUSER Director of Nexans
Director of Alstom
Director of Ipsen
Director and President of the Supervisory
Committee of Stromboli
Permanent representative of Technip
in Technip France’s Board of Directors
Director of the Institut Français du Pétrole (“IFP”)
Senior Advisor of Arjil Banque
Senior Advisor of Detroyat & Associés
Director of St Lawrence Cement (Canada)
Director of Pechiney
Director of Aplix
Director of Faurecia
Chairman and Chief Executive Officer of Nexans
(1) This table does not include the office within the Board of Directors of the Company or the main position of the Board members of the Company.
These positions are presented in Section 14.1 of this Reference Document.
210 2009 Reference Document

Annex: Offices held by Board Members, current at December 31, 2009 and over the past five years
A
First
name Surname Current offices Expired Offices in the last five years
Marwan LAHOUD Member of the Supervisory Board of BPCE
Member of the Executive Committee
and of the Board of the GIFAS
Vice President and director of CEPS
Member of Shareholders’ Committee of Airbus
Member of the Supervisory Committee
of Eurocopter
Permanent representative
of Eurotradia International
Member of the Executive Committee of EADS NV
(Netherlands)
Chairman of EADS UK (United Kingdom)
Director of EADS Casa (Spain)
Director of EADS North America Holdings (USA)
Jean-
Pierre
LAMOURE
Chairman of Solétanche Freyssinet
Manager of Clamar
Director of Vinci
Director of Solétanche Bachy
Chairman of Psila
Chairman of Solétanche Bachy Entreprise
Manager of Comemi
Chairman of the Supervisory Board
of Atlantic SFDT
Chairman of the Management Board of Sedeco
Member of the Supervisory Board
of Fortis Banque France
Secretary director of the Fédération Nationale
des Travaux Publics
Director of Bachy Solétanche Holdings Ltd.
(United Kingdom)
Director of the Institut Français du Pétrole (“IFP”)
Co-manager of HIGB
Manager of the Compagnie du Sol
Chairman of Solétanche Bachy SA
Daniel LEBÈGUE Director of SCOR SA Director of Crédit Agricole SA
Director of Alcatel Lucent
John O’LEARY Director of Vantage Drilling Company
(United States)
Member of the Supervisory Board
of Huisman-Itrec (The Netherlands)
Member of the Supervisory Board
of Jumbo Shipping (The Netherlands)
Board Member of MIS (UAE)
Joseph RINALDI
Bruno WEYMULLER Director of Elf Aquitaine Director of Sanofi
(1) This table does not include the office within the Board of Directors of the Company or the main position of the Board members of the Company.
These positions are presented in Section 14.1 of this Reference Document.
2009 Reference Document
211

B
Annex: Financial Results
of the Last Five Years
as of December 31, 2009
Financial Results of the Last Five Years as of December 31, 2009
As of December 31,
In millions of Euro 2005 2006 2007 2008 2009
I. Year End Financial Position
A) Called up Capital 75.4 80.9 81.9 83.4 83.4
B) Outstanding Shares (a) 98,874,172 (b) 106,117,174 107,353,774 109,317,564 109,343,294
C) Convertible Debentures 3,601,411 - - - -
II. Overall Operating Result
A) Net Revenues 103.7 105.4 113.3 138.7 144.9
B) Income before Tax, Depreciation and Provisions 82.6 138.6 51.4 271.5 195.9
C) Income Tax (27.2) (34.0) (31.4) (64.3) 17.3
D) Net Income 105.7 148.8 91.5 250.9 45.5
E) Dividends Paid 89.3 (c) 327.1 125.1 127.5 143.5 (d)
III. Operating Income per Share (in Euro)
A) Net Income before Depreciation and Provisions 1.1 (b) 1.6 0.8 3.1 1.6
B) Net Income 1.1 (b) 1.4 0.9 2.3 0.4
C) Dividends Paid per Share 0.9 (b) 3.2 1.2 1.2 1.35 (d)
IV. Staff
A) Number of Employees 9 6 7 7 8
B) Wages and Salaries 6.7 6.8 8.4 8.5 13.0
(a) Does not include the exercise of options arising from the current stock option plan. Includes 3,065,910 treasury shares held as of December 31, 2009.
(b) The Board of Directors decided on April 29, 2005 to divide by four the nominal amount of the shares and to multiply by four the number of shares issued.
(c) Dividends paid were €91 million less €1.7 million from treasury shares regularization.
(d) This amount corresponds to the dividend proposed by the Board of Directors, before approval by the Shareholders Meeting: €1.35 per share.
212 2009 Reference Document

C
Annex: Report of the
Chairman of the Board
of Directors to the
Shareholders’ Meeting on
the Composition, Conditions
of the Preparation and
Organization of the Board of
Directors’ Work, the Internal
Control Procedures and Risk
Management Procedures
Put in Place by the Company
(Article L. 225-37 of the French Commercial Code)
1. Composition and conditions of the preparation and organization of the Board of Directors’ work. . . . 214
1.1. Composition of the Board of Directors and its specialized Committees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .214
1.2. Company shares held by the directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .216
1.3. Role and Practices of the Board of Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .217
1.4. Specific provisions regarding the participation in general shareholders’ meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .218
2. Rules and principles determined by the Board of Directors for the compensation
and benefits awarded to the corporate representatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 219
2.1. Compensation of the Chairman and Chief Executive Officer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .219
2.2. Directors’ fees granted to members of the Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .219
3. Information pursuant to the provisions of Article L. 225-100-3 of the French Commercial Code . . . . . 220
4. Internal control procedures and risk management procedures put in place by the Company . . . . . . . . 220
4.1. Internal control framework . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .220
4.2. General organization of the internal control procedures within the Group. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .220
4.3. Internal Control procedures related to the establishment and issuance of financial and accounting information. . . . . . . . . . . . . . .226
2009 Reference Document
213

C
Annex: Report of the Chairman of the Board of Directors to the Shareholders’ Meeting
1. Composition and conditions of the preparation and organization of the Board of Directors’ work
This report was prepared pursuant to the provisions of Article
L. 225-37 of the French Commercial Code as amended by
the French Act no 2008-649 of July 3, 2008. Its purpose is to
describe the composition, the conditions of the preparation and
the organization of the Board of Directors’ work, to present the
rules and principles determined by the Board of Directors for the
compensation and benefits awarded to the corporate representatives,
as well as internal control procedures and risk management
procedures implemented by the Group, in particular describing
the procedures relating to the preparation and processing of
accounting and financial information for the annual and consolidated
accounts.
This report aims to provide a description of the work conducted,
undertaken or scheduled by the Company. It does not in any case
intend to demonstrate that the Company has control over all the
risks it faces.
This report refers to the management report which is contained
in the Reference Document of the Company for the year ending
December 31, 2009, regarding the publication of the information
mentioned in Article L. 225-100-3 of the French Commercial Code
on the structure of the Company’s capital and on data which may
have an impact in case of public offer.
This report has been prepared by the Group Internal Control
Department together with the Corporate Secretary’s Office.
Its outline has been presented to the Internal Control Steering
Committee and reviewed by the various departments of the Group
Finance and Control Division. The report has been examined by
the Audit Committee on February 15, 2010, and approved by the
Board of Directors of the Group held on February 16, 2010.
When used in this report, the terms “Technip” and “Group” refer
collectively to Technip SA and to all its directly and indirectly
consolidated subsidiaries located in France and outside France.
The term “Company” refers exclusively to Technip SA, the Company’s
parent company.
1. Composition and conditions of the preparation
and organization of the Board of Directors’ work
Code of reference
In accordance with Article 26 of the French Act No. 2008-649
dated July 3, 2008 regarding the adaptation of several provisions of
company law to European law, the Company declares to voluntarily
refer to and enforce the AFEP-MEDEF corporate governance code on
listed companies of December 2008 resulting from the consolidation
of the AFEP-MEDEF report of October 2003 and the AFEP-MEDEF
recommendations of January 2007 and October 2008 concerning the
compensation of executive directors of listed companies (hereinafter
the “AFEP-MEDEF Code”). The AFEP-MEDEF Code is available on
MEDEF’s internet site (www.medef.fr).
France Proxy, an independent corporate governance consultant
firm, reviewed this Report of the Chairman of the Board of
Directors, following the Company’s request, and confirms that
the Company complies with the AFEP-MEDEF Code provisions.
1.1. Composition of the Board
of Directors and its specialized
Committees
At December 31, 2009, the Board of Directors was made up of 11
members. It does not include any directors representing employees
or employee shareholders. Three directors are of a nationality other
than French.
Pursuant to Article 14-4 of the Company’s Articles of Association, the
term of Board members is set at four years. This duration respects the
recommendations of the AFEP-MEDEF Code.
In accordance with the recommendations of the AFEP-MEDEF Code,
in order to foster smooth renewal of the Board and to prevent
“renewal en masse”, and resulting from the resolution adopted at
the Company’s Combined Shareholders’ Meeting on April 27, 2007,
the Board of Directors, at its meeting on the same day, introduced a
rolling renewal system, pursuant to which one-half of its members’
terms of office should be renewed every two years.
In accordance with the recommendations of the AFEP-MEDEF Code,
the characterization of “independent director” of Board members of
the Company is discussed and reviewed every year by the Board of
Directors upon the Nominations and Remunerations Committee’s
proposal.
At its meeting on February 16, 2009, the Nominations and
Remunerations Committee examined the characterization of “independent
director” of the Company’s Board members which were in
office at the date of this Committee with regard to the definition and
criteria used in the AFEP-MEDEF Code.
Therefore a director is independent when he or she has no relationship
of any kind whatsoever with the corporation, its group or the
management of either that is such as to colour his or her judgment.
This means besides:
■
■
■
■
■
■
not to be an employee or executive director of the corporation, or an
employee or director of its parent or a company that it consolidates,
and not having been in such a position for the previous five years;
not to be an executive director of a company in which the corporation
holds a directorship, directly or indirectly, or in which an
employee appointed as such or an executive director of the corporation
(currently in office or having held such office going back five
years) is a director;
not to be a customer, supplier, investment banker or commercial
banker: that is material for the corporation or its group; or for a significant
part of whose business the corporation or its group accounts;
not to be related by close family ties to an executive director;
not to have been an auditor of the corporation within the previous
five years;
not to have been a director of the corporation for more than 12 years.
As a practical guideline, loss of the status of independent director
on the basis of this criterion should occur only upon expiry of the
term of office during which the 12-year limit is reached.
The Committee presented its conclusions to the Board of Directors
which adopted them at its meeting on February 18, 2009.
At December 31, 2009, the Board of Directors was composed of eight
independent members. It therefore exceeds the recommendations of
the AFEP-MEDEF Code, which stipulates that one-half of the Board
members must be independent in companies where the share capital
is widely held and with no controlling shareholders.
214 2009 Reference Document

Annex: Report of the Chairman of the Board of Directors to the Shareholders’ Meeting
1. Composition and conditions of the preparation and organization of the Board of Directors’ work C
At December 31, 2009, the members of the Board of Directors were the following:
Name
Main position
Professional address
Age, Nationality
Thierry Pilenko
Technip’s Chairman and Chief Executive Officer
6-8, allée de l’Arche – Faubourg de l’Arche –
92400 Courbevoie
52 – French
Olivier Appert
Chairman of the Institut Français du Pétrole («IFP»)
Institut Français de Pétrole – 1 et 4, avenue de Bois-Préau –
92852 Rueil-Malmaison Cedex
60 – French
Pascal Colombani
Chairman of the Board of Directors of Valeo
43, rue Bayen – 75017 Paris
64 – French
Germaine Gibara
Chairman of Avvio Management Inc. strategic consultancy firm
Avvio Management – 1470 Peel Street –
Suite 200 – Montreal H3A 1T1 – Canada
65 – Canadian
Gérard Hauser
6-8, allée de l’Arche – Faubourg de l’Arche –
92400 Courbevoie
68 – French
Marwan Lahoud
Chief Strategy & Marketing Officer of EADS
37, boulevard de Montmorency – 75781 Paris Cedex 16
43 – French
Jean-Pierre Lamoure
Chairman of Solétanche Freyssinet
Solétanche Freyssinet – 133, boulevard National –
92500 Rueil-Malmaison
60 – French
Daniel Lebègue
Chairman of the Institut Français des Administrateurs
IFA – Institut Français des Administrateurs –
7, rue Balzac – 75382 Paris Cedex 08
66 – French
John O’Leary
Chairman and Chief Executive Officer of Strand Energy (Dubai)
Strand Energy – PO Box 28717 – Dubai Investment
Park – Dubai – UAE
54 – Irish
Joseph Rinaldi
Partner in Davis Polk & Wardwell
Davis Polk & Wardwell – 450 Lexington Avenue –
New York NY 10017 – USA
52 – Australian and Italian
Bruno Weymuller
12, rue Christophe Colomb – 75008 Paris
61 – French
Position within the
Board of Directors Term
Technip’s Chairman Date of first appointment: April 27, 2007
and Chief Executive Expiry of the current term of office:
Officer
ordinary shareholders’ meeting convened
to approve the financial statements for the
year ending December 31, 2010.
Director Date of first appointment: May 21, 2003.
Date of last appointment: April 27, 2007.
Expiry of the current term of office:
ordinary shareholders’ meeting convened
to approve the financial statements for the
year ending December 31, 2010.
Independent Director Date of first appointment: April 27, 2007.
Expiry of the current term of office:
ordinary shareholders’ meeting convened
to approve the financial statements for the
year ending December 31, 2010.
Independent Director Date of first appointment: April 27, 2007.
Expiry of the current term of office:
ordinary shareholders’ meeting convened
to approve the financial statements for the
year ending December 31, 2010.
Independent Director Date of first appointment: April 30, 2009.
Expiry of the current term of office:
ordinary shareholders’ meeting convened
to approve the financial statements for the
year ending December 31, 2012.
Independent Director Date of first appointment: April 30, 2009.
Expiry of the current term of office:
ordinary shareholders’ meeting convened
to approve the financial statements for the
year ending December 31, 2012.
Independent Director Date of first appointment: March 13, 1998.
Date of last appointment: April 30, 2009.
Expiry of the current term of office:
ordinary shareholders’ meeting convened
to approve the financial statements for the
year ending December 31, 2012.
Independent Director Date of first appointment: April 11, 2003.
Date of last appointment: April 30, 2009.
Expiry of the current term of office:
ordinary shareholders’ meeting convened
to approve the financial statements for the
year ending December 31, 2012.
Independent Director Date of first appointment: April 27, 2007.
Expiry of the current term of office:
ordinary shareholders’ meeting convened
to approve the financial statements for the
year ending December 31, 2010.
Independent Director Date of first appointment: April 30, 2009.
Expiry of the current term of office:
ordinary shareholders’ meeting convened
to approve the financial statements for the
year ending December 31, 2012.
Director Date of first appointment: February 10, 1995.
Date of last appointment: April 30, 2009.
Expiry of the current term of office:
ordinary shareholders’ meeting convened
to approve the financial statements for the
year ending December 31, 2012.
2009 Reference Document
215

C
Annex: Report of the Chairman of the Board of Directors to the Shareholders’ Meeting
1. Composition and conditions of the preparation and organization of the Board of Directors’ work
The other offices held by Board members are indicated in
Annex A to the Reference Document of the Company for year
ending December 31, 2009.
In order to assist it in exercising its duties, the Board of Directors
has established four specialized Committees: an Audit Committee
and a Nominations and Remunerations Committee, thereby
complying with the recommendations made in the AFEP-MEDEF
Code; a Strategic Committee and an Ethics and Governance
Committee in order to meet specific concerns as permitted by
the AFEP-MEDEF Code.
On December 31, 2009, the members of the four Committees
were, respectively:
Audit Committee
Member Title Date of 1 st appointment
Daniel LEBÈGUE Chairman May 21, 2003
Gérard HAUSER Member April 30, 2009
John O’LEARY Member April 27, 2007
Bruno WEYMULLER Member April 30, 2009
All members of the Audit Committee are competent in finance
and accounting and three quarters were independent directors.
Nominations and Remunerations Committee
Member Title Date of 1 st appointment
Bruno WEYMULLER Chairman May 21, 2003
Pascal COLOMBANI Member April 27, 2007
Germaine GIBARA Member April 27, 2007
Jean-Pierre LAMOURE Member May 21, 2003
The majority of the members of the Nominations and
Remunerations Committee were independent directors.
Strategic Committee
Member Title Date of 1 st appointment
Germaine GIBARA Chairman April 27, 2007
Pascal COLOMBANI Vice-President April 27, 2007
Olivier APPERT Member May 21, 2003
Gérard HAUSER Member April 30, 2009
Marwan LAHOUD Member April 30, 2009
The majority of the members of the Strategic Committee were
independent directors.
Ethics and Governance Committee
Member Title Date of 1 st appointment
Pascal COLOMBANI President December 9, 2008
Olivier APPERT Member December 9, 2008
Joseph RINALDI Member April 30, 2009
The majority of the Ethics and Governance Committee members
were independent directors.
General management of the Company
The Combined Shareholders’ Meeting of April 27, 2007 appointed
Thierry Pilenko to the Board of Directors for a four-year term
expiring after the Shareholders’ Meeting convened to approve the
financial statements for the year ending December 31, 2010.
In its meeting on April 27, 2007, the Board of Directors appointed
Thierry Pilenko as Chairman of the Board of Directors. At the same
meeting, the Board of Directors in accordance with Article 18 of
the Company’s Articles of Association, selected the combination
of the offices of Chairman and Chief Executive Officer of the
Company, which form of organization it determined as the best
fit for the Company, and appointed Thierry Pilenko as Chairman
and Chief Executive Officer for the duration of his term of office
with the Board of Directors (i.e., until the end of the Shareholders’
Meeting convened to approve the financial statements for the
year ending December 31, 2010).
At December 31, 2009, the Board of Directors had appointed no
Executive Vice President.
1.2. Company shares held by the directors
Pursuant to the provisions of Article 14 of the Articles of Association in force at December 31, 2009, each director is required to hold at
least 400 Company shares in registered form.
At December 31, 2009, to the Company’s knowledge, each of the Board members holds the following number of shares in registered form:
Members of the Board of Directors Number of Technip shares held at December 31, 2009
Thierry PILENKO 3,400
Olivier APPERT 560
Pascal COLOMBANI 400
Germaine GIBARA 400
Gérard HAUSER 900
Marwan LAHOUD 400
Jean-Pierre LAMOURE 2,004
Daniel LEBÈGUE 400
John O’LEARY 800
Joseph RINALDI 400
Bruno WEYMULLER 400
Total 10,064
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Annex: Report of the Chairman of the Board of Directors to the Shareholders’ Meeting
1. Composition and conditions of the preparation and organization of the Board of Directors’ work C
1.3. Role and Practices
of the Board of Directors
1.3.1. Role and powers of the Board of Directors
The Board of Directors determines the direction of the Company’s
activities and oversees its implementation. Subject to the powers
expressly assigned to the Shareholders’ Meetings, and within the
scope of the corporate purpose, it shall take up any and all issues
affecting the Company’s proper operation and shall decide in its
meetings any issues concerning it.
The Board of Directors’ functioning is ruled by an internal charter
which was adopted on May 21, 2003 by the Board of Directors,
and is periodically updated.
In accordance with Article 17-3 of the Articles of Association of
the Company, the Board of Directors conducts suitable controls
and verifications.
It ensures, with the assistance of the Audit Committee in particular,
that internal control entities are functioning properly, that the
Statutory Auditors are carrying out their work in a satisfactory
manner and that the specialized committees it has created are
functioning properly.
The Board may establish specialized committees and determine
their composition and responsibilities. These committees exercise
their activities under the responsibility of the Board of Directors.
At December 31, 2009, the Board was assisted by four Committees:
the Audit Committee, the Nominations and Remunerations
Committee, the Strategic Committee and the Ethics and
Governance Committee.
The internal charter of the Board provides that it formally evaluates,
at regular intervals of no more than three years, its operating
policies. In addition, it holds a discussion regarding its operations
once a year.
1.3.2. Practices of the Board of Directors
1.3.2.1. Meetings and reports
of the Board of Directors
The Chairman of the Board of Directors organizes and runs the
work of the Board of Directors, on which he gives a report at the
Shareholders’ Meeting.
The Board of Directors meets at least four times per year, or more
frequently as may be required by the circumstances. During the
2009 financial year, the Board met nine times. The attendance
rate for all directors was 92%.
With the exception of the Board meeting held on October 24
and 25, 2009 in a two-day Strategic Seminar in Doha (Qatar), the
average duration of a Board of Directors’ meeting was approximately
four hours.
After examining the reports of the Audit Committee, the Strategic
Committee, the Nominations and Remunerations Committee and
the Ethics and Governance Committee regarding the issues within
the scope of their missions, the matters on which the Board of
Directors worked in 2009 included, in particular, the following:
■
Financial and accounting matters:
- review and closing of the annual accounts and consolidated
financial statements for the 2008 financial year, the half-year
■
■
■
consolidated financial statements and quarterly information
for 2009, upon the Audit Committee’s recommendation and
the Statutory Auditors’ observations;
- review of the press release on the financial results for the
period examined;
- approval procedure for the engagements carried out by the
Statutory Auditors;
- review of the half-year financial report and interim financial
information;
- assessment of the provisional management accounts.
Preparation for the Annual Shareholders’ Meeting:
- Notice of the meeting, agenda and draft resolutions;
- Reference Document including the Management Report of
the Board of Directors and Annual Financial Report.
Decisions, in particular, regarding:
- the list of independent directors;
- the distribution of directors’ fees;
- the implementation of the AFEP-MEDEF Code;
- the update of the internal charters of the Audit Committee,
the Strategic Committee and the Nominations and Remunerations
Committee;
- the 2010 budget;
- the approval of a share subscription plan and the grant of the
first tranche of this plan; the approval of a performance share
plan and the grant of two tranches of this plan; the grant of a
third tranche of the 2008 performance share Plan;
- record of the share capital increase resulting from exercises of
share subscription options.
Review, in particular, of:
- the Group’s strategic policy over a two-day seminar;
- information on the Group’s activities;
- treasury forecasts;
- the remuneration of the Chairman of the Board and the Chief
Executive Officer and of his objectives for 2009.
1.3.2.2. Board of Directors’ assessment
In 2009, the Board of Directors implemented the measures
intended to improve its operation, detailed on December 9, 2008
following the in-depth evaluation carried out in 2008.
The main consequences of these measures focused on:
■
■
■
the appointment of three new Board members on April 30, 2009;
a strategic seminar for the Board of Directors which took place
in Doha (Qatar) on October 24 and 25, 2009;
the updates of the internal charters of the Board of Directors’
Committees on February 18, 2009.
1.3.2.3. Right to information and communication
for directors
The Chairman of the Board of Directors monitors the proper functioning
of the Company’s bodies and ensures, in particular, that
directors are in a position to perform their duties. The Chairman
and Chief Executive Officer must send to each director all documents
which are necessary to perform their duties.
Directors receive all the information which is useful to the exercise
of their duties in accordance with the agenda prior to each Board
meeting. For these purposes, the Company applies its own rule,
according to which documents that will be examined in a Board
meeting are circulated the week before the meeting.
2009 Reference Document
217

C
Annex: Report of the Chairman of the Board of Directors to the Shareholders’ Meeting
1. Composition and conditions of the preparation and organization of the Board of Directors’ work
The Directors’ Charter adopted on May 21, 2003 and amended on
December 9, 2008, provides that each director carefully prepares
for Board meetings and Committees’ meetings where he or she is
a member by studying the communicated documents. He can ask
the Chairman of the Company, the Chief Executive Officer and
the executive vice presidents, for all additional information that
he or she deems necessary or useful. If he or she believes this is
necessary, a director can ask for training on the specifics of the
Company, its work and its business sector.
1.3.2.4. Limitation of the powers
of the Chief Executive Officer
In accordance with Article 19-1 of the Articles of Association of
the Company, the Board of Directors delegated to the Chairman
and Chief Executive Officer all powers given by French legislation
with the power to delegate these powers in specific areas.
1.4. Specific provisions regarding
the participation in general
shareholders’ meeting
Shareholders’ Meetings
(Article 23 of the Articles of Association)
Convening and holding of Shareholders’
Meetings – Deliberations
Shareholders’ Meetings shall be convened in accordance with
applicable laws and regulations. Shareholders’ Meetings shall
meet at the registered office or at any other place specified in
the notice.
Shareholders’ Meetings shall be chaired by the Chairman of the
Board of Directors or, in his absence, by a director so appointed by
the Board of Directors, or failing which, the Shareholders’ Meeting
shall appoint a Chairman.
The vote tellers’ functions are performed by two shareholders
who are present and who agree to perform these duties, and who
have by themselves or by proxy the largest number of votes.
The presiding committee appoints a secretary, who needs not to
chosen from the members of the Meeting.
Participation
Every shareholder has the right, after proof of identity, to participate
in a the Shareholders’ Meeting, either personally, via an
absentee vote, or by proxy given to another shareholder or to
his or her spouse, or by sending a proxy to the Company without
other instruction provided the shares are registered in the books
in the shareholder’s name or in the name of the agent registered
on the shareholder’s behalf pursuant to Article L. 228-1 of the
French Commercial Code as of midnight of the third business
day preceding the Shareholders’ Meeting in accordance with
applicable regulations.
Shareholders that are legal entities are represented at Shareholders’
Meetings by their legal representatives or by any person appointed
for this purpose by the latter.
Shareholders may, in accordance with applicable laws and regulations,
send their proxy and voting forms for any Shareholders’
Meeting either on paper or by electronic means.
Any shareholder may also, provided the Board has so decided at
the same time notification of the meeting is given, take part in
the Shareholders’ Meeting by videoconference or by telephone, in
accordance with applicable regulations. Any shareholder participating
through one of the aforementioned means will be deemed
to be present for purposes of calculating quorum and majority.
Double voting rights
(Article 12 of the Articles
of Association)
Since November 24, 1995, double voting rights, taking into
account the fraction of the share capital that they represent, have
been attributed to all fully paid-up shares which can be proven to
have been registered in the name of the same shareholder for at
least two years.
In the event of an increase in share capital by capitalization of
reserves, profits or premiums, double voting rights shall also
be granted as from the time of their issue to registered shares
granted free of charge to a shareholder in respect of the existing
shares entitling such shareholder to the benefit of such right.
Registered shares benefiting from double voting rights that are
converted into bearer form for any reason whatsoever shall lose
such double voting rights.
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2. Rules and principles determined by the Board of Directors for the compensation
and benefits awarded to the corporate representatives
C
2. Rules and principles determined by the Board of Directors
for the compensation and benefits awarded to the corporate
representatives
2.1. Compensation of the Chairman
and Chief Executive Officer
The Company’s Chairman and Chief Executive Officer’s compensation
is determined by the Board of Directors, on the proposal of
the Nominations and Remunerations Committee. It is composed
of a fixed portion and a variable portion.
The fixed portion is composed of the annual base compensation
on 12 months, and of a fixed amount for travelling equal to 20%
of the annual base compensation.
The variable portion of compensation is based on the fixed
compensation for the previous year. For 2009 the target variable
portion was equal to 100% of the annual base compensation.
50% of the target variable portion is linked to the financial
performance of the Group based on 2009 operating income,
25% is linked to the achievement of individual objectives and
25% to the implementation of Group values and participation in
the implementation of measures regarding Technip’s economic
environment. The share of the variable portion linked to Group
financial performance is (i) nil if real performance is below 75% of
the budgeted amount (performance floor), (ii) between 50% and
100% for a performance equal to 75% to 100% of the budgeted
amount and (iii) between 100% and 200% for a performance
equal to 100% to 115% of the budgeted amount (outperformance).
If achieved financial results are superior to the budgeted
objective, a multiplier rate is calculated, up to a maximum of 2.
The multiplier is calculated based on the financial portion of the
objectives, representing 50% of the variable portion criteria. It
is then applied to the other variable portion criteria in order to
calculate the final variable portion, which is capped at 200% of
the target variable portion.
The Chairman and Chief Executive Officer does not receive any
directors’ fees for the positions he holds in the Group’s companies
or as a Company director.
There is no specific retirement plan for the Chairman and Chief
Executive Officer. The Chairman and Chief Executive Officer is
a beneficiary of the supplementary retirement plan for Group
executives, with fixed contributions of 8% of gross annual
compensation paid up to income bracket 3, i.e., eight times the
annual French Social Security limit.
The Chairman and Chief Executive Officer also benefits from the
Company’s existing supplementary retirement plan for Executive
Committee members: a retirement income guarantee of 1.8% per
year of service, up to a limit of 15 years, on income bracket 4 of
gross annual compensation paid, i.e., exceeding eight times the
French Social Security limit. The amount of gross compensation
to which this retirement income guarantee applies corresponds
to the average of the gross base compensation (including variable
compensation within the limit of the target variable portion of
100%), received over the five complete financial years prior to
the date of departure from the Company.
At the time of his appointment, Thierry Pilenko signed a worldwide
non-compete agreement. In order to take into account the
AFEP-MEDEF recommendations of October 6, 2008, the Board
of Directors, in its meeting of February 18, 2009, decided to
limit the indemnity amounting to a compensation of 24 months
calculated from the fixed compensation plus the target variable
portion of the last 12 months, corresponding to a non-compete
provision of two years.
At the same meeting, the Board decided there will be no severance
indemnity for the executive director in the event his mandate is
revoked or is not renewed by the Company.
The Chairman and Chief Executive Officer has a company car
corresponding to a benefit-in-kind.
2.2. Directors’ fees granted to members
of the Board of Directors
The Combined Shareholders’ Meeting on April 30, 2009 determined
an amount of €440,000 to be allocated to Board members
as directors’ fees for 2009 financial year.
The Board of Directors determines the terms of payment
of directors’ fees (jetons de présence). On the proposal of
the Nominations and Remunerations Committee, the Board
of Directors finalized the distribution of directors’ fees for 2009
as follows:
■
■
a fixed portion and a variable portion paid according to the rate
of attendance at Board and Committees meetings;
directors living outside France and Chairmen of the Committees
receive additional fixed compensation.
Directors (other than the Chairman and Chief Executive Officer)
do not receive any other compensation from the Company or
companies of the Group.
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3. Information pursuant to the provisions of Article L. 225-100-3 of the French Commercial Code
3. Information pursuant to the provisions of Article L. 225-100-3
of the French Commercial Code
Information pursuant to the provisions of Article L. 225-100-3
of the French Commercial Code are reported in the following
sections of the Reference Document of the Company for the
year ended December 31, 2009: Sections 4, 7.2, 14.1.1, 15, 18,
21.1.3, 21.2.2, 21.2.3, 21.2.6, and Note 7 of the Statutory Financial
Statements as of December 31, 2009 included in Section 20.2
of the abovementioned Reference Document.
4. Internal control procedures and risk management procedures
put in place by the Company
The scope of this report refers to the Company and all of its
consolidated entities (the “Group”).
The Group’s internal control framework is derived from the
Reference Framework on internal control, published by the AMF.
The attribute common to all business segments of the Group is
the ability to carry out projects that are awarded by its customers,
under optimal cost conditions, deadlines, reliability and safety.
In order to confront the risks inherent in its business, the Group is,
and has been from the outset, equipped with an internal control
structure and tools that have been developed over time based
around the fundamental concept of a Project.
The Chairman and Chief Executive Officer, assisted by the Chief
Financial Officer (CFO), ensures that effective control measures
are deployed within the Group and that possible dysfunctions
related to internal controls are subject to appropriate corrective
measures. The Audit Committee of the Company monitors the
assessment of internal control procedures, as well as all measures
adopted to correct any significant issues encountered.
4.1. Internal control framework
The internal control system as defined by the Group is based on
the framework of the Committee of Sponsoring Organizations of
Treadway Commission (“COSO”), and is accordingly in line with
the internal control framework recommended by the Autorité des
Marchés Financiers (AMF). The Group defines internal controls as
a process implemented by the Executive Committee, the different
departments/divisions of the Group and each and every employee
with the objective of giving reasonable assurance that:
■
■
the Group’s corporate objectives as defined by corporate
bodies, applicable laws and regulations and the Group’s Values,
standards and internal Charters are being complied with;
the accounting, financial and management information
submitted to the Group’s corporate bodies by its affiliates as
well as financial reporting and consolidation, reflect the Group’s
position in a true and fair manner;
■
Operations are effective and resources are used in an efficient
manner.
In this respect, the internal control framework that the Group has
implemented contributes to managing the management of the
Group’s business. However, it cannot give an absolute guarantee
that risks are completely eliminated or entirely covered.
The Group’s internal control framework on the basis of the COSO
defines internal controls according to control environment, risk
assessment, control activities, information and communication
and monitoring. These elements are explained hereafter.
4.2. General organization of the
internal control procedures
within the Group
4.2.1. Control Environment
The Board of Directors
The Board of Directors of the Group, assisted by its four specialized
committees (Audit Committee, Nominations and Remunerations
Committee, Strategic Committee and Ethics and Governance
Committee) approves the main direction of the Group’s business
activities and ensures its implementation. Within the scope of the
Company’s objects as stated in its Articles of Association, it deals
with all matters relating to the conduct of the Group’s business
other than those expressly provided for by law under the powers
of the shareholders’ meeting.
At December 31, 2009, the four specialized Committees instituted
by the Board of Directors have their own charter describing their
particular duties, responsibilities and practices.
Each of them is made up of at least three directors appointed by
the Board of Directors.
They present their work to the Board of Directors in a written
report.
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4. Internal control procedures and risk management procedures put in place by the Company C
The Audit Committee
The Audit Committee’s duty is to assist the Board of Directors
in ensuring the quality of internal controls and the integrity of
the disclosure made to the Company’s shareholders and to the
financial markets.
The Audit Committee ensures the follow-up of issues regarding
the generating and the control of accounting and financial information
and, in this respect, is mainly responsible for:
■
■
■
■
■
recommending the appointment and compensation of
Statutory Auditors to the Board of Directors, as well as ensuring
their independence;
analyzing the assumptions used in the closing of accounts and
reviewing the Company’s financial statements and the consolidated
annual and interim financial statements or information
prior to the Board of Directors’ review by remaining informed
of the financial situation, liquidity and commitments of the
Company;
evaluating the internal control procedures as well as any other
measures adopted to correct any significant problems encountered
in the internal control;
evaluating the relevance of the risk analysis procedures;
examining the procedures required to be implemented regarding
the receipt, retention and treatment of complaints regarding
accounting, internal accounting controls or auditing matters,
as well as documents sent anonymously and confidentially by
employees raising concerns regarding questionable accounting
or auditing matters.
The Audit Committee may interview the Chairman and Chief
Executive Officer and interview or visit any operational or
functional business heads in order to carry out its duties. The
Committee may in particular interview any person involved in the
financial statements preparation or control processes (Finance
and Control Heads, Internal Control Head, General Counsel).
The Committee also interviews the Statutory Auditors. It may do
so without the presence of the management of the Company.
The Committee meets at least four times per year. The Committee
met five times during the 2009 financial year and had an attendance
rate of 100% for all members.
The Nominations and Remunerations Committee
In accordance with the recommendations of the AFEP-MEDEF
Code, the Chairman and Chief Executive Officer, the only executive
officer, is not a member of the Committee.
The Nominations and Remunerations Committee conducts
preparatory work on appointments of Board members and corporate
officers, compensation policy and the policy for granting
share subscription or share purchase options.
This Committee is mainly responsible for the following:
■
■
making recommendations to the Board of Directors for the
appointment of directors, the Chairman, the Chief Executive
Officer and other executive vice presidents (directeurs généraux
délégués), as necessary;
examining executive compensation policies implemented in
the Group and the compensation of senior management,
proposing the compensation of the Chairman, the Chief
Executive Officer and other executive vice presidents, as appropriate,
and preparing a report on the foregoing.
This Committee proposes to the Board of Directors, on an annual
basis, a list of directors qualified as “independent” directors”
pursuant to applicable rules and recommendations.
The Committee may seek proposals from the Company’s
Chairman and Chief Executive Officer.
The Chairman and Chief Executive Officer of the Company
participates in all the meetings but not the deliberations that
relate to him.
Subject to confidentiality requirements in respect of its work, the
Committee can ask the Chairman and Chief Executive Officer for
the assistance of any executives whose expertise may be relevant
to the Committee’s agenda.
The Committee meets at least twice a year. The Committee met
six times during 2009 financial year. Its attendance rate was
92%.
The Strategic Committee
The Strategic Committee assists the Board of Directors in examining
and making decisions on major transactions related to the
Group’s main strategic objectives.
In this context, the review of the Group’s investment budget as
well as the examination of any major asset acquisitions or dispositions
belong to missions of this Committee.
The Committee may seek proposals from the Company’s
Chairman. The Chairman and Chief Executive Officer participates
in the meetings.
The Committee can ask the Chairman and Chief Executive Officer
for the assistance of any executive whose expertise may be
relevant to the Committee’s agenda.
The Committee meets at least twice a year. The Committee met
three times during the 2009 financial year. The attendance rate
was 100% for all members.
The Ethics and Governance Committee
The Committee assists the Board of Directors in promoting within
the Group best practices regarding governance and ethics.
Directors who are not members of this Committee can freely
participate in the Committee’s meetings.
The Committee can ask the Chairman and Chief Executive Officer
for the assistance of any executives whose expertise may be
relevant to the Committee’s agenda.
The Committee meets at least twice a year. The Committee met
three times during the 2009 financial year. The attendance rate
was 100%.
The executive management
The Chairman and Chief Executive Officer implements the
orientations determined by the Board of Directors. The Chairman
and Chief Executive Officer is at the head of the Group’s corporate
management and is assisted by the Executive Committee
(EXCOM).
The Chairman and Chief Executive Officer and the EXCOM have a
central coordination role that significantly influences the control
environment and provides the “tone at the top”. Through their
responsibilities, they ensure that the internal control system is in
place and operative.
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4. Internal control procedures and risk management procedures put in place by the Company
The EXCOM is assisted by two specialized committees:
■
■
the Committee on Sustainable Development: in charge of
driving and measuring the Group’s progress in its sustainable
development strategy; and
the Disclosure Committee: in charge of assisting the Chairman
and Chief Executive Officer and the CFO in their duties to
ensure the respect of the laws and regulations applicable to
listed companies in order to give a true and fair view of the
financial statements.
All the Group’s activities are governed by the rules set out in the
statement of the Group’s Values. The Values of the Group refer
to integrity, professional excellence, protection of health, safety,
and the environment, as well as civic and social responsibility.
The Group is furthermore committed to support and promote
the principles of the United Nations Global Compact regarding
human rights, labor, environment and ethics within its sphere
of influence. The Group’s core Values are set out in six Charters:
Ethics Charter, Social Charter, Environmental Charter, Health and
Safety Charter, Quality Charter and Security Charter.
The Group is committed to translating the Group’s Values and the
Ethics Charter in particular into operational reality for all staff and
its relationship with its stakeholders such as contractors, suppliers
and partners in all countries where the Group operates.
The Ethics and Compliance Committee reports directly to the
Chairman and CEO of Technip. It ensures that the Group’s Ethics
Charter and all internal regulations derived therefrom are properly
adhered to. The Ethics and Compliance Committee makes
proposals to the Chairman and Chief Executive Officer of the
Group and the Board of Directors of the Company concerning
ethics and compliance. The Ethics and Compliance Committee
also organizes reports from the managers of the Regions on how
the Charter is being applied. In addition, any employee can refer
an issue to the Ethics and Compliance Committee on any subject
relative to the principles set forth in the Ethics Charter. A whistleblowing
procedure provides a structure to report conflicting /
non-complying situations in the financial, accounting and antibribery
areas. The Ethics and Compliance Committee is chaired by
the Group Compliance Officer.
At the executive level, directors and senior managers have signed
the Code of Ethics applicable to the Group’s Directors, Executive
Management and Senior Financial Officers. Senior Management
has circulated a “No Gift Instruction” to employees worldwide
and communicates “Rules of Good Conduct relating to the
communication and the use of privileged information’’.
Finally, annual employee appraisals refer to ‘‘analysis of skills and
professional behavior’’ with individual commitment to ethical
values.
Applying the Group’s strategic directions, a new organizational
structure was decided with effect as of October 1, 2007 and
is based on seven regions with full P&L accountability and a
vertically integrated Subsea business unit. This organization has
been set out by the Chairman and Chief Executive Officer of the
Company in an organization note defining the strategic framework,
the organizational objectives and principles.
4.2.2. Risk Management
All risks the Group faces (risks related to the Group and its activities,
to the Group’s industry, regulatory and legal risks, industrial
and environmental risks, credit/counter-party risks, liquidity
risks and market risks as detailed in Section 4 of this Reference
Document) are subject to risk assessment and risk management
measures at the different levels of the organization from the
Corporate Divisions down to the Regions, entities and Projects.
Regional Organization
This organization is based on the “Principle of Regionality”, which
is the principle of delegation of management responsibility to the
appropriate level whereas all day to day operations are under the
responsibility of the Regions.
As the Group’s core operational unit, the Region is defined by a
territory, its operational resources (commercial and performance)
and its projects. It is in charge of customer relations, the completion
of its projects and their financial performance.
Seven Regions have been defined with their respective activities, headquarters and current operating centers:
Regions Headquarters Business Segments
Region A:
Western Europe, Africa, India, Pakistan
Paris
Subsea
Onshore
Offshore
Region B:
Rome
Onshore
Italy, Greece, Eastern Europe/Russia/CIS, South America
Asia-Pacific Kuala Lumpur Subsea
Onshore
Offshore
North Sea, Canada Aberdeen Subsea
North America Houston Subsea
Onshore
Offshore
Brazil Rio de Janeiro Subsea
Offshore
Onshore
Middle East:
United Arab Emirates, Qatar, Oman, Yemen, Saudi Arabia, Jordan, Syria, Iraq,
Bahrain, Kuwait
Abu Dhabi
Subsea
Onshore
Offshore
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In addition, the Product Business Units (PBUs) are entities that
work toward the growth and development of technologies and
expertise throughout the Group. They take part in the preparation
of sales proposals and assist the Regions. They are not directly
responsible for a specific profit account but must have a global
vision of the operations and their profitability in order to establish
benchmarks and propose mid- to long-term strategies.
The Subsea business segment, an integrated business (Research
and Development, design/engineering, manufacturing and installation
with its own assets), calls for a unique structure. Strategic
management of R&D operations, the fleet, the plants and their
scheduled expansion has been entrusted to an integrated Business
Unit that reports directly to the Chief Operating Officer (COO).
Project management is handled by the Regions.
The Middle East Region has been operational since March 31,
2009. It was created to better respond to the Middle East
Onshore and Offshore market with respect to business development,
proposal and project execution activities. The Middle East
Region manages autonomously small and medium size projects
while large size projects are managed in coordination with the
Region A and Region B.
Group Divisions
Under the authority of the Chairman and Chief Executive Officer
of the Company, the Group is organized around Corporate
Divisions. Each division helps to assess and mitigate the risks the
Group is subject to in its respective scope of responsibility.
In an effort to assess and manage risks with respect to the
operations of the Group, the COO is in charge of the entire
operational structure, business and realization resources. This
includes commercial operations, Business Development, Projects,
engineering and construction resources, support and technology
development resources.
■
■
■
■
The General Counsel, to whom the Legal Division and the Group
Corporate Secretary Office report, is responsible for all legal
matters within the Group and for the definition of the Group’s
legal strategy and policy and prepares and oversees, among
others, the Group’s contracting policies, assesses the terms and
legal risks of contracts, manages any litigation arising from the
performance of contracts and is in charge of the subscription
and renewal of insurance policies in order to minimize the
contractual risks to which the Group is subject.
The Group Compliance Officer reports to the General Counsel
and the Board of Directors through the Ethics and Governance
Committee. He is responsible for ensuring the application of the
Ethics Charter and the effective implementation and enforcement
of applicable anti-corruption and compliance policies. He
may raise some issues to the Chairman of the Technip Ethics
and Governance Committee.
The Human Resources Division is responsible for managing the
Group’s human resources (recruitment, training, career and skill
management, and remuneration) in order to ensure that the
Group attracts, retains the necessary personnel and participates
in its professional development.
The Communication Division, except financial communications,
both within and outside the Group, was until June 2009,
managed by the Human Resources and Communications
Division. This Division now reports directly to the Chairman and
the CEO.
■
■
■
■
The Global Processes and Development Division was responsible
until March 2009, for of assessing and mitigating risks related
to Health, Safety and the Environment, Quality and Methods,
Security, Information Technology and Procurement. In addition,
the Global Processes and Development Division was responsible
for the Operational Audit Function (see below) and was
involved in merger and acquisition operations.
Since April 2009, HSE and Security report to the Chairman and
CEO directly, Quality and Methods and Global Procurement
to the COO, Information Technology, Operational Audit (now
integrated in the Internal Audit) and Strategy, to the CFO.
The Finance and Control Division, under the supervision of the
Chief Financial Officer (CFO), monitors the financial market risks
concerning the Group’s financing and the financial engineering
of Projects, prepares individual and consolidated financial
statements as well as management accounts, is in charge of
tax management, internal audit, financial communications and
investor relations. It also supervises the Strategy Division.
The Department of New Technologies is in charge of identifying
future technologies and proposing actions for development in
order to develop differentiated know-how and technologies,
while anticipating the developments necessary to meet future
challenges in gas, heavy oil, ultra-deepwater subsea production
and ever increasing scale of infrastructure.
Group Internal Audit
The Internal Audit assists the Chief Financial Officer in evaluating
and improving the effectiveness of risk management, control and
governance process. It carries out its duties within the framework
defined by Technip in the Internal Audit Charter and in compliance
with the Internal Audit Plan issued at the beginning of each year,
which takes into consideration mapping of activities and risks,
as well as the rotation of audits performed.
Moreover the Internal Audit monitors the implementation of the
corrective action plans defined accordingly to its audits.
Corporate Risk Management
Directly reporting to the Chairman and Chief Executive Officer,
the Senior Vice President Corporate Risk Management is responsible
for the monitoring of risk processes, tools and evaluation for
the Group. The first phase of his mission was focused on Project
risks with the objective of ensuring that appropriate tools and
processes are defined, reviewed and implemented consistently
across the Group and in all segments of activity. This phase is
now complete and operating in all Group entities. As a second
phase, Portfolio and Enterprise Risk Management processes are
being reviewed and rolled out across the Group.
Risk Management of Projects
Risk assessment is directed by the Group Divisions across the
Regions and the other structures of the Group down to the level
of each individual Project.
Before bidding, Technip estimates its costs and analyzes the
technical, commercial, financial and legal aspects of the project.
Furthermore, in each Project where the services of a local partner
are needed, Technip Compliance Policy requires an investigation
into the background and reputation of its prospective partners to
give it a factual basis for concluding that the partner is capable
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4. Internal control procedures and risk management procedures put in place by the Company
of performing the services and will do so in a manner that fully
complies with Technip’s Anti-Corruption Policy.
Each bid must be authorized by management through an
Authorization to Tender (“ATT”). Once the bid is submitted,
the previous cost evaluation and financial and legal analysis
are updated. The contract cannot be entered into without an
Authorization to Commit (“ATC”). Regional Bid Authorization
procedures have been issued to define the authority threshold
and approval levels within the Regions’ scope of responsibility.
In addition to the risk assessment process at tender stage, risks
are regularly assessed during the Project execution including
through Project reviews.
4.2.3. Control Activities
In order to prevent and mitigate risks related to financial reporting,
operations and the Group’s assets, control activities occur at all
levels and in all functions throughout the Group. These activities
include a range of controls such as checking the accuracy,
completeness, authorization, validation and recording of transactions
and ensuring the duties are segregated among different
people to reduce the risk of error or fraud.
Control activities are foremost organized at Group, regional,
subsidiary, and/or Project levels in different areas including:
■
■
■
■
■
■
■
■
Organizational structures and responsibilities are defined and
documented, business objectives are reviewed, key performance
indicators are monitored, tenders and newly appointed
partners are duly authorized, regular Project and asset reviews
are organized at entity/regional/Group level, and invoicing to
clients is monitored and approved;
Segregation of incompatible duties is monitored with respect to
custody of assets, authorization of transactions, and recording
and control procedures;
Budgets and forecasts are reviewed according to Group objectives;
Reconciliations are performed between physical assets with
corresponding accounting records and significant variances are
investigated and appropriate adjustments performed;
The principle of double signature on disbursements vis-à-vis
third parties is respected;
Reporting instructions and rules exist to minimize biases that may
affect significant accounting estimates and other judgments;
Project cost control data is regularly reconciled with accounting
records;
Closing entries and IFRS adjustments are duly checked, margin
recognition calculations approved and consolidation packages
reviewed.
Competency and experience requirements for key personnel
are defined and documented and standards and procedures are
applied for the entire employment contract cycle. Training/orientation
is provided to newly hired personnel. Personnel turnover
is monitored. Checks and reconciliations are performed in the
payroll chain from timesheets over payroll preparation, pay slip
issuance to payment.
Delegations of authority for decision-making and commitment of
the Group vis-à-vis third parties are formalized, reviewed regularly
and updated. Permanent procedures are managed, adjusted and
reviewed.
Prospective suppliers are qualified and selected on the basis of bid
tabulations approved by authorized personnel according to power
reserve lists. Commitments are duly authorized, invoices reconciled
with work done /goods delivered and approved. Payments
verified and accounting records checked.
Concerning IT security, controls exist to ensure that data is accessible
to authorized persons, data is not changed by uncontrolled
actions, actions are logged and the respective persons identified
and data is not seen by unauthorized persons. Controls ensure
that key users validate changes and are the only ones authorized
to request release to production.
In the framework of the internal control evaluation, control activities
are subject to updated internal control documentation and
testing according to a self-assessment approach throughout the
different organizations of the Group, from the Group Divisions, to
the Regions, entities and projects and in the following areas:
■
■
■
Control Environment: Business & Organization, Finance, Human
Resources, Permanent Procedures & Policies, Corporate Bodies,
Ethics & Integrity, Internal Audit;
Business processes: revenues, purchasing, procurement, payroll,
capital expenditure, inventories, manufacturing, subcontracting,
cost control, treasury, financial control, consolidation, tax;
Information Technology: safety, operations and change
management.
4.2.4. Information and Communication
Information & Communication is an integral part of the Group’s
internal control framework as the Group is committed to translate
its Values and internal control practices into the operational
reality for all staff and its relation with stakeholders such as
suppliers and partners in all countries where the Group operates.
The management of the Group reference framework and its related
documentation is coordinated by the Group Quality function.
Permanent procedures and policies are categorized according to
four different levels: the Golden Book, Group Operating Principles
and Standards and Group Instructions, Group Business Guidelines
and Regions’ Management Principles and Responsibilities.
The Golden Book is intended to give a comprehensive overview of
the Group’s management principles and responsibilities:
■
■
■
the Group’s Core Values encompassing its Ethics, Social, Environmental,
Health and Safety, Security and Quality Charters;
the Core Management Principles and structure of the Group
including the mission of the Regions; and
the mission of Corporate Functions.
The management principles in this Golden Book are valid for all
entities controlled by the Group and are applied throughout the
Group.
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Annex: Report of the Chairman of the Board of Directors to the Shareholders’ Meeting
4. Internal control procedures and risk management procedures put in place by the Company C
The Group Operating Principles and Standards (GOPS) and Group
Instructions are the collection of all general instructions, rules and
procedures which are applicable throughout the Group. The GOPS
are classified into sections, each section being related to one
corporate function. In addition, to the GOPS, Group Instructions
may be issued from time to time by the members of the Executive
Committee or people acting on their behalf. Group Instructions
are more detailed instructions for application of business matters
on a day-to-day basis and are aimed at specialized areas.
To facilitate compliance with the GOPS, Corporate Functions
issue and communicate Group Business Guidelines, that are
recommended for support purposes but not mandatory, in order
to capitalize on “best practices” and support Operating Centers to
improve the operational performance.
The requirements stated in the Golden Book, GOPS and Group
Instructions are mandatory across the Group and provide the
overreaching framework within which the Regions exercise their
operational autonomy. Regions issue as well their own detailed
Management Principles and Responsibilities as they see fit, as do
the sub-divisions of the Regions (Business Units/Projects).
The dissemination of information within the Group (except for
financial communication) as well as public relations was coordinated
until June 2009 by the former Human Resources and
Communications Division. Since June 2009, public relations and
internal communications have been coordinated and monitored
by the newly created Communication Department.
The Investor Relations Department centralizes financial communications
and oversees that investors and the public receive fair,
complete and accurate information on the Group’s financial and
operating performance in accordance with the French legislation
and the French Financial Market Authority’s (AMF) General
Regulations.
Another point in the internal control framework of the Group with
respect to the development of the Group’s knowledge and talent
is Technip University. The Technip University strives to promote
expertise and capitalize on know-how, develop managerial skills,
share a multicultural environment and facilitate integration.
The Information Technology (IT) Department has the responsibility
among others, to improve IT and communication tools, to ensure
the systems and data security, and to ensure the convergence of
IT systems in all units.
4.2.5. Monitoring
Audit Committee
The Audit Committee has a central oversight role in order to
ensure that the internal control system is in place and operative
as it enables the Board of Directors to ensure the quality
of internal controls as well as the integrity of the information
disclosed to shareholders and financial markets.
The yearly Internal Control assessment report and the report
of the Chairman of the Board of Directors to the shareholders
meeting on the internal control procedures and risk management
procedures put in place by the Company were presented to the
Audit Committee in 2009.
Management
The Group’s Management is responsible for the implementation
and evaluation of internal control mechanisms. In this regard,
management, at different levels of the decision-making process,
maintains internal control documentation which corresponds
to the operational realities of their activities. In addition,
management is responsible for ensuring that the controls are
operating effectively and for monitoring their operation on a
self-assessment basis. This self-assessment of internal controls
is based on questionnaires regarding the control environment and
on risk and control matrices for controls related to IT (Information
Technologies) and transactions.
As part of the annual evaluation process, each Regions’ Senior
Vice President and CFO, as well as the managers of the Corporate
function, are required to confirm, in a representation letter, that,
to their knowledge the internal control system has functioned
effectively during the reporting period. In addition, each signatory
is required to confirm at the end of the third quarter of every
year that the action plans defined following the previous year’s
assessment have been implemented.
Group Internal Audit
The function of Group Internal Audit to ensure the proper operation
of the Group and to recommend improvements.
The scope of the internal audit function encompasses the
evaluation of the effectiveness of the system of internal controls
through audits of specific Projects, Regions, Processes and
overlapping subjects on Group level. On December 31, 2009, the
Group Internal Audit Department was composed of a staff of nine
persons.
Internal Control Function
The Internal Control Function’s objective is to ensure that
processes designed to avoid potential misstatements in financial
statements, errors and fraud are properly conducted in compliance
with rules, procedures and instructions.
The Internal Control Function’s principal objective is helping
Regions and Group Functions improve their controls, including
where possible the underlying processes, and ensuring that the
Regions and Group Functions have appropriate and robust verification
and certification procedures. Specific tasks carried out by
the Internal Control Function are further described in Section 4.3.3
of this Report of the Chairman of the Board of Directors to the
Shareholders’ Meeting.
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C
Annex: Report of the Chairman of the Board of Directors to the Shareholders’ Meeting
4. Internal control procedures and risk management procedures put in place by the Company
■ GROUP INTERNAL CONTROL
The Group Internal Control Department, with a staff of five
employees. It assists in the implementation of Group procedures
and guidelines to address structural/systemic internal control
issues at the Group level and, contributes to the sharing of best
practices among the different organizations of the Group.
Furthermore the Internal Control Department coordinates a
coherent assessment of internal controls throughout the Group
based on a risk map of the control environment, business
processes and information technologies. It is also responsible
for coordinating the implementation and follow up of action
plans with the support of the regional internal controllers and
IT internal control correspondents for IT issues.
The progress and results of the internal control evaluation are
regularly presented to a dedicated Group Internal Control Steering
Committee composed of members of the Group Divisions and
Regional Management. It is chaired by the CFO. The Group
Internal Control Steering Committee met three times in 2009.
The rigorousness and level of detail in the evaluation is adapted
to the size and importance of each entity. Entities with the most
contribution and/or risk must provide more information and
answer more questions in the self-assessment process than those
with less contribution or risk.
Where the results of the self-assessment indicate that controls
are not at the required level either in design, operation or documentation,
corrective action plans are required to be put in place.
Each action plan must have a detailed timetable to complete the
action and update the required control. The progress of action
plans is regularly followed.
The Group’s long-term objective is two-fold: continuous analysis
and improvement of internal control mechanisms. An important
step was taken in 2009 towards embedding internal control evaluations
directly into our tailored IT tool. The computerization of
the process allows each organization within the Group to monitor
its internal control processes, to assess them on a regular basis
and to report them to the Group Internal Control Department.
■ REGIONAL INTERNAL CONTROL
In an effort to further embed internal control within the Regions
and the Group Functions, seven Regional internal controllers have
been appointed in 2009, among an already existing network of
39 Internal Control correspondents appointed by each entity
within the scope of the evaluation.
The Regional Internal Controller is in charge of coordinating and
planning the self-assessment internal control testing with the
specific departments and entities of the Regions. He also monitors
the implementation of remediation plans.
4.3. Internal Control procedures related
to the establishment and issuance
of financial and accounting
information
The objective of the internal control procedures regarding financial
and accounting information is to ensure that the accounting,
financial and management information submitted to the Group’s
corporate bodies by its affiliates as well as group financial
reporting and consolidation, reflect the Group’s position in a true
and fair manner.
Under the responsibility of the CFO production of financial information
is organized by the Group Consolidation and Accounting
Department and relies on the different finance and control functions
located in every entity.
4.3.1. Accounting standards
The consolidated financial statements comply with IFRS. At the
corporate level, all teams responsible for the preparation of financial
information are informed of changes in IFRS and regulatory
issues. Changes in accounting methods from comparison with
the last closing period are highlighted at the beginning of the
quarterly closing instructions sent to each entity.
A Group Chart of Accounts Manual is updated every year and
communicated to all participants in the consolidation process.
In addition, GOPS relating to IFRS are updated regularly and are
available on the Group’s intranet.
4.3.2. Accounts closing process
It is the responsibility of the local CFO to supervise the financial
reporting process and the preparation of quarterly consolidation.
The CFOs of the Regions monitor the financial reporting process
for the entities within their scope of responsibility.
The accounts of the subsidiaries are prepared according to the
Group accounting standards. An integrated IT application is used
to consolidate the financial statements of the Group. When
reporting packages are submitted for consolidation, each entity
acknowledges the receipt of instructions, the package approval
by the local CFO, the application of the Group Chart of Accounts
Manual as well as of Group Accounting Principles.
Beginning with the preparation of the financial statements for the
year ended December 31, 2009, the Region CFOs are required to
confirm by email that to the best of their knowledge the contribution
to the Group’s consolidated income from companies in their
scope of consolidation as recorded in the consolidation software
(HFM), as well as the management accounts as they appear in
the internal reporting software system (Together), constitute a
complete and accurate presentation of the operating results
and order intake of the Region. This sign off procedure applies to
annual and half-yearly closings.
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Annex: Report of the Chairman of the Board of Directors to the Shareholders’ Meeting
4. Internal control procedures and risk management procedures put in place by the Company C
On a quarterly basis, the Group Consolidation and Accounting
Department establishes the consolidated financial statements,
i.e. the consolidated balance sheet, the consolidated income
statement, consolidated statements of changes in equity and
consolidated cash flow. For annual information, a full set of
financial accounts, including notes is issued.
For the preparation of consolidated financial statements, the
Group Consolidation Department relies foremost on the input of
the departments of Corporate Business Finance, Financial Control
of the Subsea Division, Group Tax and Legal Entities and Treasury.
The Corporate Business Finance Department together with
Financial Control of the Subsea Division, ensures a full analysis
of project results and their impact on the financial statements.
The Treasury Department analyzes the Group’s cash position
and the Group Tax and Legal Entities Department calculates the
recorded taxes, deferred tax assets and liabilities and monitors
the tax proof process.
The external auditors perform a review of the quarterly financial
information with cut-off dates of March 31, June 30 and
September 30. The limited examination of the half-year accounts
as of June 30 is subject to a report of the external auditors with
respect to the financial information of the first six months of the
year.
The financial statements as of December 31 are subject to
detailed audit procedures that are foremost formalized by the
Report of the external auditors.
The quarterly financial statements, the half-year accounts and
the financial statements at the year ending December 31 are
presented to the Audit Committee and approved by the Board of
Directors.
4.3.3. Annual assessment process of procedures
for the production of the Group financial
statements and other accounting and
financial information
The assessment of the effectiveness of the internal controls and
procedures for the preparation of accounting and financial information
is part of the annual Group internal control appraisal.
The tasks carried out consist of:
■
■
■
■
■
selecting and identifying the entities and processes that make
a significant contribution to the preparation of the Group’s
accounting and financial information;
documenting processes considered important for the preparation
of the financial statements;
identifying the risks associated with these processes to help
improve fraud prevention;
defining and documenting the existence of key controls to
cover these major risks;
assessing the effectiveness and implementation of the controls
through the analysis carried out by the Group internal control
on test results obtained through the self-assessment internal
control testing.
These actions gave us the support process to conduct an
in-depth assessment of our internal control system over financial
reporting.
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227

D
Annex: Statutory Auditors’
report, prepared in
accordance with article
L. 225-235 of the French
Commercial Code on the
report prepared by the
Chairman of the Board
of Technip
This is a free translation in English of the Statutory Auditors’ report issued in the French language and is provided solely for the convenience
of English speaking readers. This report should be read in conjunction with, and construed with, French law and professional auditing
standards applicable in France.
PricewaterhouseCoopers Audit
63, rue de Villiers
92208 Neuilly-sur-Seine Cedex
France
ERNST & YOUNG et Autres
41, rue Ybry
92576 Neuilly-sur-Seine Cedex
France
Statutory Auditors’ report, prepared in accordance with
article L. 225-235 of the French Commercial Code on
the report prepared by the Chairman of the Board of Technip
For the Year Ended December 31, 2009
To the Shareholders,
In our capacity as Statutory Auditors of Technip, and in accordance with article L. 225-235 of the French Commercial Code (Code de
commerce), we hereby report to you on the report prepared by the Chairman of your company in accordance with article L. 225-37 of
the French Commercial Code for the year ended December 31, 2009.
It is the Chairman’s responsibility to prepare, and submit to the Board of Directors for approval, a report describing the internal control
and risk management procedures implemented by company and providing the other information required by articles L. 225-37 of the
French Commercial Code in particular relating to corporate governance.
228 2009 Reference Document

Annex: Statutory Auditors’ report, prepared in accordance with article L. 225-235
of the French Commercial Code on the report prepared by the Chairman of the Board of Technip
D
It is our responsibility:
■
■
to report you on the information set out in the Chairman’s report on internal control procedures relating to the preparation and
processing of financial and accounting information; and
to attest that the report sets out the other information required by article L. 225-37 of the French Commercial Code, it being specified
that it is not our responsibility to assess the fairness of this information.
We conducted our work in accordance with professional standards applicable in France.
Information concerning the internal control procedures relating
to the preparation and processing of financial and accounting information
The professional standards require that we perform procedures to assess the fairness of the information on internal procedures relating
to the preparation and processing of financial and accounting information set out in the Chairman’s report. These procedures mainly
consisted of:
■
■
■
obtaining an understanding of the internal control procedures to assess the fairness of the information on internal procedures relating
to the preparation and processing of financial and accounting information on which the information presented in the Chairman’s
report is based, and the existing documentation;
obtaining an understanding of the work performed to support the information given in the report and of the existing documentation;
determining if any material weaknesses in the internal control procedures relating to the preparation and processing of financial and
accounting information that we may have identified in the course of our work are properly described in the Chairman’s report.
On the basis of our work, we have no matters to report on the information given on internal control procedures relating to the preparation
and processing of financial and accounting information, set out in the Chairman of the Board’s report, prepared in accordance with
article L. 225-37 of the French Commercial Code.
Other information
We attest that Chairman’s report sets out the other information required by article L. 225-37 of the French Commercial Code.
Neuilly-sur-Seine, March 17, 2010
The Statutory Auditors
PricewaterhouseCoopers Audit
Louis-Pierre Schneider
ERNST & YOUNG et Autres
Nour-Eddine Zanouda
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229

E
Annex: Agenda, Presentation
of the Resolutions and
Proposed Resolutions
1. Agenda . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 230
Within the Authority of the Ordinary Shareholders’ Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .230
Within the Authority of the Extraordinary Shareholders’ Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .230
Within the Authority of the Combined Shareholders’ Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .231
2. Presentation of the Resolutions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 231
2.1. Presentation of resolutions relevant to the Ordinary Shareholders’ Meeting . . . . . . . . . . . . . . . . . . . . . . . . .231
2.2. Presentation of resolutions relevant to the Extraordinary Shareholders’ Meeting . . . . . . . . . . . . . . . . . . . . . . . 232
3. Proposed Resolutions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 236
Within the authority of the Ordinary Shareholders’ Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .236
Within the authority of the Extraordinary Shareholders’ Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .238
Within the authority of the Combined Shareholders’ Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .242
1. Agenda
Within the Authority of the Ordinary
Shareholders’ Meeting
1. Approval of the statutory financial statements for the fiscal
year ended December 31, 2009.
2. Allocation of earnings for the fiscal year ended December 31,
2009, setting the dividend amount and the dividend payment
date.
3. Approval of the consolidated financial statements for the
fiscal year ended December 31, 2009.
4. Special report of the Statutory Auditors on the regulated
agreements and commitments referred to in Articles L. 225-38
et seq. of the French Commercial Code.
5. Directors’ attendance fees.
6. Appointment of a Statutory Auditor.
7. Appointment of a Statutory Auditor.
8. Appointment of an Alternate Statutory Auditor.
9. Appointment of an Alternate Statutory Auditor.
10. Ratification of transfer of Registered Office.
11. Authorization granted to the Board of Directors for the repurchase
of Company shares.
Within the Authority of the
Extraordinary Shareholders’ Meeting
12. Authorization granted to the Board of Directors to reduce the
share capital by canceling shares that have previously been
repurchased.
13. Authorization granted to the Board of Directors to allocate
performance shares to (i) Technip’s employees, and (ii) the
employees and directors and officers (mandataires sociaux)
of companies related to the Company within the meaning of
Article L. 225-197-2 of the French Commercial Code.
14. Authorization granted to the Board of Directors to allocate
performance shares to the Chairman of the Board of Directors
and/or the Chief Executive Officer of Technip (mandataire
social).
15. Authorization granted to the Board of Directors to grant
options for the purchase or subscription of shares to
(i) Technip’s employees, and (ii) the employees and directors
and officers (mandataires sociaux) of the companies related to
the Company within the meaning of Article L. 225-180 of the
French Commercial Code.
16. Authorization granted to the Board of Directors to grant
options for the purchase or subscription of shares to the
Chairman of the Board of Directors and/or the Chief Executive
Officer of Technip (mandataire social).
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Annex: Agenda, Presentation of the Resolutions and Proposed Resolutions
2. Presentation of the Resolutions E
17. Authorization granted to the Board of Directors to increase
the share capital in favor of employees adhering to a company
savings plan.
Within the Authority of the Combined
Shareholders’ Meeting
18. Powers for formalities
2. Presentation of the Resolutions
2.1. Presentation of resolutions relevant to the Ordinary Shareholders’ Meeting
First, second
and third
resolutions
Fourth
resolution
Fifth
resolution
Sixth to
ninth
resolution
Approval of the statutory financial statements and allocation of earnings
The purpose of the first resolution is to approve Technip SA’s statutory financial statements for the 2009 fiscal year.
The purpose of the second resolution is to determine the allocation of Technip SA’s earnings and set the dividend for
the 2009 fiscal year at €1.35 per share and the payment date on May 11, 2010. The following dates shall apply for
the payment of dividends:
■ Ex-Date: May 6, 2010 (morning);
■ Record Date: May 10, 2010 after close of market.
Pursuant to Article 243 bis of the French General Tax Code, the amount of distributed dividends are eligible for the
40% deduction in favour of tax payers in France, as provided for in Article 158-3 of the French General Tax Code.
The purpose of the third resolution is to approve the Technip Group’s consolidated financial statements for the 2009
fiscal year.
Special report of the Statutory Auditors
The fourth resolution approves the special report of the Statutory Auditors reporting the absence of any new regulated
agreements entered into in 2009 and the continuation in 2009 of such agreements made during previous fiscal years.
Directors’ Attendance Fees
The recent inclusion of Technip in the CAC 40 index (September 21, 2009) substantially changes the positioning of the
Company with respect to the Board’s exposure and the Board members recruitment. Directors’ fees lagging last year
more than 40% behind the average of the companies included in the CAC 40 are still 25% below this average. The
needed adjustment should be such that the matter would also be settled for the next coming years.
A true involvement is requested from Technip directors. In 2009 for instance, the Board met nine times and the
Committees of the Board met 16 times. Four hours in average were spent on each Board meeting and even one of
these meetings consisting in a two days Strategic Seminar in Qatar gave in addition the opportunity of a one day visit
of the four work sites of the Group in progress in Ras Laffan.
Moreover it is important to maintain the attractiveness of the company vis-à-vis non French directors. Indeed the
differential even with European countries adversely affects the current international standing of the Board and deprives
the Company from access to sources of independence and diversity for further recruitments.
It is accordingly proposed to increase the annual amount of €440,000 to €600,000 for 2010, and to keep this amount
for each of 2011 and 2012 fiscal years.
As a reminder, the Chairman and Chief Executive Officer does not receive any attendance fee and the aforementioned
amount then is divided between ten Directors.
Appointment of two Statutory Auditors and two Alternate Statutory Auditors
The terms of the Statutory Auditors expiring at the time of this Shareholders’ Meeting, the purpose of these resolutions
is to appoint for six years, according to the law:
■
■
■
■
Statutory Auditors: ERNST & YOUNG ET AUTRES
Statutory Auditors: PRICEWATERHOUSECOOPERS AUDIT
Alternate Statutory Auditors: AUDITEX
Alternate Statutory Auditors: Yves NICOLAS
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231

E
Annex: Agenda, Presentation of the Resolutions and Proposed Resolutions
2. Presentation of the Resolutions
Tenth
resolution
Eleventh
resolution
Transfer of Registered Office
Since the end of 2007, the structure of the Group organization is based on geographical and decentralized Regions.
In France, this leads to a separation of the Head Office of Technip holding from that of Technip France, main operational
unit of Region A knowing that both where historically located in the same building in the Paris business district
in La Défense. The move which will not generate additional costs thanks to favourable market conditions will allow the
relocation in a single building the teams of Technip France currently present on three sites.
The proposal is to ratify the transfer of the Registered Office of Technip, decided by the Board of Directors on
February 16, 2010 from Technip Tower in La Defense to offices in Paris, Porte Maillot, with effect from the date of the
fitting out of the new offices and at the latest on December 31, 2010 and to ratify accordingly the relevant modification
of Article 4 of Articles of Association.
The staff of the holding and of the corporate services (around 250 persons) will be based at the new address on the
basis of a commercial lease.
Repurchase of Company Shares
The eleventh resolution is part of the policy aimed at avoiding dilutive measures while implementing means to
motivate and promote loyalty among the teams by having at its disposal a reserve of performance shares and stock
options.
Therefore, the purpose of this resolution is to renew the authorization to buy shares of the Company granted to the
Board of Directors by the Shareholders’ Meeting of April 30, 2009, and which expires on October 30, 2010.
The purchase of shares may be carried out at any time, except during tender offers on the Company’s share capital, in
accordance with applicable regulations.
The proposed authorization is for an 18-month period, at a maximum purchase price of €80 and up to a maximum
legal limit of 10% of the total number of shares comprising the share capital.
As of December 31, 2009, the Company’s share capital was divided into 109,343,294 shares. On this basis, the
maximum number of shares that the Company would be able to repurchase amounts to 7,868,419 shares (taking into
account 3,065,910 treasury shares).
2.2. Presentation of resolutions relevant to the Extraordinary Shareholders’ Meeting
Twelfth
resolution
Thirteenth,
fourteenth,
fifteenth and
sixteenth
resolutions
Cancellation of Company Shares
The purpose of the twelfth resolution is the renewal of the authorization to the Board of Directors to cancel all or part of
the treasury shares. Such authorization granted by the Shareholders’ Meeting of April 29, 2005 expires on April 29, 2010.
In order to keep the availability of this relutive potential, it is proposed to renew the possibility to cancel shares up to a
limit of 10% of the share capital over a period of 24 months. Moreover the cancellation of shares is one of the optional
use – and in certain circumstances, compulsory – of the shares purchased by the Company further to the eleventh
resolution. This thus implies the adoption of the twelfth resolution.
Grant of performance shares and grant of stock options
A. General presentation
Pursuant to the AFEP-MEDEF Code (Article 20.2.3), Technip policy relies on yearly grants to be made at the same
calendar periods (June) just after and according to the Annual Shareholders’ Meeting decisions.
The proposed resolutions strictly correspond to the needs for 2010, i.e. 0.9% of the share capital for performance
shares and 1.1% for stock options.
A bottom up census by Regions gives the size of the plan proposed based upon specific guidelines given by the
Corporate Management to focus on:
■ key people;
■ high potential young staff;
■ newly recruited and promoted individuals;
■ new beneficiaries: 25% at least of the selected population should never had incentives before (actually the rates
reached 39.2% for the stock option plan in 2009).
It is worth knowing that these guidelines exclude EXCOM members (either Corporate or Region levels) from the
benefit of the last tranche of performance share 2009 Plan.
There are several reasons to support these resolutions:
■ The first reason is the crucial need for loyalty and motivation initiatives for employees to face the strong employment
market volatility in the petroleum industry, in particular in the context of major contractual challenges, especially
those contracts that are in essential performance phases in the Middle East, Africa, Brazil and Asia.
It is clear that these tools will permit to foster loyalty and motivate employees as evidenced, for instance, by a
comparison of the respective rates of turnover in the Group over the period 2006-2009 between the beneficiaries of
such incentives (1.2%) and the other members of the staff (8.1%).
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Annex: Agenda, Presentation of the Resolutions and Proposed Resolutions
2. Presentation of the Resolutions E
■ The differences in the regulatory and tax environments that prevail in different countries under consideration require the
use of both stock options and performance shares as a tool in order to achieve the loyalty and motivation objectives.
■ In the absence of these tools, the Group would have to use other means as a substitute, which would be much more
expensive.
As a matter of fact one should keep in mind that far from being the privilege of happy few, these plans benefited each
year to 10 to 20% of the total staff over the last three years.
B. Terms of the stock options and performance share plans
1. Provisions included in the resolutions
In order to comply with the most demanding governance standards, performance conditions relate to all grants
in favor of the mandataire social (Chairman and Chief Executive Officer). According to the AFEP-MEDEF Code
dated December 2008 to which the Company refers, this rule was already implemented on this basis in the
resolutions submitted to the Shareholders’ Meeting of April 30, 2009.
The terms of the resolutions presented are essentially the same as the last years:
■ No discount on the purchase price;
■ No possibility to modify the initial terms;
■ Loss of options in the event of resignation or dismissal for wrongful or gross misconduct ( faute grave or faute
lourde);
■ Grants to the Chairman and Chief Executive Officer are decided by the Board of Directors (majority of
independent directors) upon a proposal by the Nominations and Remunerations Committee (majority of
independent directors);
■ Grants to members of the Executive Committee are decided by the Board of Directors pursuant to the recommendations
formulated within the context of the plan by the Nominations and Remunerations Committee;
■ A resolution for the Chairman and Chief Executive Officer ( mandataire social) that is distinct from that of
other beneficiaries;
■ Ceiling of 0.10% of share capital on grants of stock options and of 0.03% of share capital on grants of
performance shares to the Chairman and Chief Executive Officer (mandataire social);
■ Ceiling of 20% of the relevant plan on grants made to the management team (Executive Committee, including
the Chairman and Chief Executive Officer);
■ Rigorous performance conditions detailed in each resolution for stock options as well as for performance shares;
■ The definitive acquisition of performance shares and the exercise of the options will be subject to the
Company having achieved a level of performance, to be measured by the evolution over several years of the
Consolidated Operating Income (1) in relation to a representative sample of the Group’s competitors and that
is based on the following scale:
- if the evolution of the Group’s Consolidated Operating Income is greater than or equal to that of the sample,
all of the options/shares will be exercisable/acquired according to the terms and conditions provided in the
plan’s regulations,
- if the evolution of the Group’s Consolidated Operating Income falls between 80% and 100% of that of the
sample, the portion of the options/shares lost will be determined by linear interpolation between 50% and
100%,
- if the evolution of the Group’s Consolidated Operating Income is less than 80% of that of the sample, 50%
of the options/shares will be lost;
■ Each authorization is granted for a period of 24 months;
■ Grants to the Chairman and Chief Executive Officer ( mandataire social) will be canceled if the evolution of
Technip’s Consolidated Operating Income is below the evolution of each of the companies in the sample;
The extension of the same “full risk” provision to all beneficiaries (and not only to the Chairman and CEO) has
been considered and disregarded for the following reasons:
- Technip complies with the recommendations of the AFEP-MEDEF Code which limits this rule to the Chairman
and CEO;
- To Technip’s knowledge none of its competitors applies the rule beyond the Chairman and CEO;
- The extension of the rule would have a counter productive effect knowing that:
• the variable portion of a manager’s salary is itself contingent up to 50% upon the Group results,
• the de facto impossibility to define beforehand those projects and Regions which will influence the Group
results hinders any such identification of those to whom the extension would apply,
• for those of the beneficiaries having less influence on the Group results, the loyalty tool would most likely
have a demotivating effect;
- The same performance criteria has been maintained for the proposed plans as the one used for the previous
plans during which Technip widely over performed its competitors. This means that the performance criteria
will be in itself substantially more difficult to achieve.
(1) The Consolidated Operating Income is one of the audited accounting items which the Group discloses regularly, in particular at the time of each publication of its financial
results.
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2. Presentation of the Resolutions
2. Provisions included in the plans
In order to provide an overall view of the implementation conditions of the requested authorizations, it has
been decided to give further detailed information regarding the methods used to determine the achievement
of performance conditions.
The following indications are with reference to previous plans that are still outstanding, which generally represent
Technip’s policy in this area, although they may not be exactly the same in all respects as the conditions that
would apply to the implementation of the authorizations being sought from the next Shareholders’ Meeting:
■ Composition of the sample: since 2005 the sample has been comprised of Acergy, Saipem, Fluor, JGC, Chiyoda,
McDermott. Extending the number of companies is under consideration for the sake of representativity;
■ Applicable period for performance conditions: the applicable period is equal to the Acquisition Period, i.e.,
three years (performance shares) or four years (stock options);
■ A financial institution has been entrusted with the mission of acting as an independent expert to carry out
calculations, comparisons and determinations of beneficiaries’ rights based on the recorded results.
C. Specific data addressing Riskmetrics’ governance policy criteria
The following paragraphs were drafted to take into account the analysis carried out by Riskmetrics which would
not support a resolution in favour of a stock option or performance share plan if the aggregate of existing
performance shares and stock options plus those that are the subject of the authorizations being requested from
the next Shareholders’ Meeting, are in excess of:
■ 5% of the share capital for a “Mature” company;
■ 10% of the share capital for a “Growth” company.
1. Regarding the qualification to be applied to Technip
The nature of Technip’s business (oil services) with almost no recurrent market share (in particular in Onshore
and Offshore segments) is subject to demand that varies significantly in terms of geography, which requires,
depending on the case, a presence in a given country in circumstances that resemble those that apply to “startup”
companies:
■ immediate set-up for a project;
■ creation of a local engineering office with local engineers;
■ strong and rapid buildup in labor and equipment, often prior to obtaining a contract;
■ importance of technological content in the services provided;
■ uncertainty driven by a project-by-project approach.
This approach, which is imposed by market conditions, may result in a long-term presence where successful
(Malaysia, Brazil), but may also result in a significant decrease or disappearance from certain markets (Iran,
ex-USSR, Algeria).
2. Dilution limits
Based on our understanding of available data on Riskmetrics policy and past analysis by Riskmetrics on our
previous proposed stock options and performance shares plans the current status of outstanding and proposed
dilutive instruments fall within the 5% limit.
a) The actual potential for dilution which arises for grants in the form of options to subscribe shares as opposed
to grants in the form of options to obtain shares purchased by the Company, resulting from both existing
dilutive options and the authorizations being submitted to a vote at the next Shareholders’ Meeting, is equal
to 4.89% of the share capital.
The calculation is, on the basis of the number of shares comprising the share capital as of December 31, 2009
(i.e., 109,343,294), as follows:
■ Potential dilution of 4,142,115 existing options, i.e.: 3.79%
■ Potential dilution of options from the next Shareholders’ Meeting, assuming that all of the
stock options proposed (i.e. 1.1%) are granted in the form of options to subscribe shares,
which are dilutive, i.e.: 1.10%
4.89%
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Seventeenth
resolution
b) The impact of the aggregate outstanding and proposed plans where attribution for performance shares and
stock options is assured, is 4.41% of the share capital.
(i) Actual existing dilutive elements (see (a) above) less the shares not granted due to the
performance conditions:
2005 Stock Options Plan:
■ Tranche 1 at 97.75%
865,114
■ Tranche 2 at 50%
439,961
■ Tranche 3 at 50%
464,173
■ Tranche 4 at 50%
40,155
■ Tranche 5 at 50%
51,929
2009 Plan at 50%: 545,537
11 CSO Plan at 100%: 136,528
2,543,397
i.e.: 2.33%
(ii) Existing shares options for which attribution is assured (authorized by the 2008
Shareholders’ Meeting):
50% of 937,060 = 468,530, i.e. 0.43%
(iii) Options for the subscription of shares proposed to the next Shareholders’ Meeting
less options for which attribution is not assured due to the performance conditions
(50% for beneficiaries excepted for the Chairman and Chief Executive Officer):
50% of 1,093,432 = 546,716, i.e. 0.50%
(iv) Existing performance shares for which attribution is assured:
2007 Plan (authorized by the 2006 Shareholders’ Meeting)
50% of 698,370 = 349,185, i.e. 0.32%
2008 and 2009 Plans (authorized by the 2008 Shareholders’ Meeting):
50% of 867,450 = 433,725, i.e. 0.40%
(v) Performance shares proposed to the next Shareholders’ Meeting less shares for which
attribution is not assured due to the performance conditions (50% for beneficiaries
excepted for the Chairman and Chief Executive Officer):
50% of 951,287 = 475,643, i.e. 0.43%
4.41%
3.94%*
* The 4.41% figure includes 51,929 subscription options mentioned in (i) which can be exercised on June 13,
2012 at €59.96 and 468,530 options to purchase shares which can be exercised on July 2, 2012 at €58.15
totalling 520,459 options representing 0.47%.
It could be argued that these options, “under water” cannot fairly be included in any calculation because
there is no certainty that they will ever be exercised. In these circumstances, the total would be reduced to
3.94%.
Share capital increase reserved for employees
Pursuant to Article L. 225-129-6 of the French Commercial Code, because the Shareholders’ Meeting is being convened
to examine authorizations to increase the Company’s share capital, a resolution for share capital increases reserved
for employees must also be presented to the Shareholders’ Meeting. The purpose of the seventeenth resolution is to
propose such an authorization, with the following conditions:
1. the maximum limit of the increase is 1% of the share capital as of the date of the Shareholders’ Meeting;
2. the subscription price of the shares is equal to 80% of the average share price of the last 20 trading days;
3. the implementation of the authorization is subject to a waiver by the shareholders of their preferential subscription
rights in favour of the employees adhering to a company savings plan.
The authorization thus granted is valid for a period of 26 months, expiring on June 29, 2012 and cancels the corresponding
authorization granted by the Shareholders’ Meeting of April 30, 2009.
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3. Proposed Resolutions
3. Proposed Resolutions
Within the authority of the Ordinary
Shareholders’ Meeting
First resolution
Approval of the statutory financial statements for the fiscal year
ended December 31, 2009
The Shareholders’ Meeting, acting under the conditions of quorum
and majority required for ordinary shareholders’ meetings, having
reviewed the report of the Board of Directors on the activity and
condition of the Company over the 2009 fiscal year and the report
of the Statutory Auditors on the performance of their mission
over the course of the 2009 fiscal year hereby approves the statutory
financial statements for the fiscal year ended December 31,
2009, as presented, showing profits of €45,508,413.78. The
Shareholders’ Meeting also approves the transactions evidenced
in these statements or summarized in these reports.
Second resolution
Allocation of earnings for the fiscal year ended December 31, 2009,
setting the dividend amount and the dividend payment date
The Shareholders’ Meeting, acting under the conditions of
quorum and majority required for ordinary shareholders’
meetings, acknowledges that the profits for the fiscal year ended
December 31, 2009 amount to €45,508,413.78, that there shall
be no allocation to the legal reserve, which has already reached
one-tenth of the share capital and that distributable profi ts
amount to €168,887,854.65, taking into account the available
retained earnings of €123,379,440.87.
The Shareholders’ Meeting therefore decides to allocate as a dividend
an amount of €1.35 per share, representing a total amount
of €143,474,468.40, with the remaining amount allocated to
retained earnings.
Treasury shares on the date of payment of the dividend shall
be excluded from the benefit of this distribution, and the corresponding
amounts shall be allocated to retained earnings.
The dividend will be paid on May 11, 2010 in cash. The amount
of the dividends that will be paid corresponds in full to distributions
eligible for the 40% abatement referred to in paragraph 2 of
Section 3 of Article 158 of the French General Tax Code.
The Shareholders’ Meeting recalls that the amount of distributed
dividends and the distributions eligible for the 40% abatement
were as follows for the last three fiscal years:
Dividend
per Share
Amount of distributions eligible
for the 40% abatement
Fiscal Year
2006 €1.05 €1.05
€2.10 €2.10
2007 €1.20 €1.20
2008 €1.20 €1.20
Third resolution
Approval of the consolidated financial statements for the fiscal
year ended December 31, 2009
The Shareholders’ Meeting, acting under the conditions of quorum
and majority required for ordinary shareholders’ meetings, having
reviewed the report of the Board of Directors on the activity and
condition of the Group over the 2009 fiscal year, and the report
of the Statutory Auditors on the consolidated financial statements,
hereby approves the consolidated financial statements for
the fiscal year ended December 31, 2009, as presented, as well as
the transactions evidenced in these statements or summarized in
these reports.
Fourth resolution
Special report of the Statutory Auditors on the regulated agreements
and commitments referred to in Articles L. 225-38 et seq. of
the French Commercial Code
The Shareholders’ Meeting, acting under the conditions of quorum
and majority required for ordinary shareholders’ meetings,
having reviewed the special report of the Statutory Auditors on
the agreements referred to in Articles L. 225-38 et seq. of the
French Commercial Code, hereby approves the report stating
that no new agreement and commitments enter into in 2009.
Fifth resolution
Directors’ attendance fees
The Shareholders’ Meeting, acting under the conditions of quorum
and majority required for ordinary shareholders’ meetings, decides
to set the attendance fees to be allocated per fiscal year to the
Board of Directors at €600,000 for 2010, and at the same amount
for each of 2011 and 2012 fiscal years.
The Shareholders’ Meeting grants full powers to the Board of
Directors to allocate all or part of these attendance fees in accordance
with such terms and conditions that it will determine.
Sixth resolution
Appointment of a Statutory Auditor
The Shareholders’ Meeting, acting under the conditions of quorum
and majority required for ordinary shareholders’ meetings, having
reviewed the report of the Board of Directors, decides to appoint
ERNST & YOUNG ET AUTRES as Statutory Auditor for a term
of six years, to expire at the end of the Shareholders’ Meeting
convened to approve the statutory financial statements for the
fiscal year ending December 31, 2015.
Seventh resolution
Appointment of a Statutory Auditor
The Shareholders’ Meeting, acting under the conditions of quorum
and majority required for ordinary shareholders’ meetings, having
reviewed the report of the Board of Directors, decides to appoint
PRICEWATERHOUSECOOPERS AUDIT as Statutory Auditor for
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a term of six years, to expire at the end of the Shareholders’
Meeting convened to approve the statutory financial statements
for the fiscal year ending December 31, 2015.
Eighth resolution
Appointment of an Alternate Statutory Auditor
The Shareholders’ Meeting, acting under the conditions of quorum
and majority required for ordinary shareholders’ meetings, having
reviewed the report of the Board of Directors, decides to appoint
AUDITEX as Alternate Statutory Auditor for a term of six years,
to expire at the end of the Shareholders’ Meeting convened to
approve the statutory financial statements for the fiscal year
ending December 31, 2015.
Ninth resolution
Appointment of an Alternate Statutory Auditor
The Shareholders’ Meeting, acting under the conditions of quorum
and majority required for ordinary shareholders’ meetings, having
reviewed the report of the Board of Directors, decides to appoint
Yves NICOLAS as Alternate Statutory Auditor for a term of six
years, to expire at the end of the Shareholders’ Meeting convened
to approve the statutory financial statements for the fiscal year
ending December 31, 2015.
Tenth resolution
Ratification of transfer of Registered Office
The Shareholders’ Meeting, acting under the conditions of quorum
and majority required for ordinary shareholders’ meetings, having
reviewed the report of the Board of Directors, decides to ratifies the
transfer of the Registered Office, decided by the Board of Directors
on February 16, 2010, from 6-8, allée de l’Arche – Faubourg de
l’Arche – ZAC Danton 92400 Courbevoie to 89, avenue de la
Grande-Armée 75116 PARIS, with effect from the date of installation
of offices and at the latest on December 31, 2010 and the
relevant modification of Article 4 of Articles of Association.
Eleventh resolution
Authorization granted to the Board of Directors for the repurchase
of Company shares
The Shareholders’ Meeting, acting under the conditions of quorum
and majority required for ordinary shareholders’ meetings, having
reviewed the report of the Board of Directors, authorizes the Board
of Directors to purchase shares of the Company, in accordance
with the provisions of Articles L. 225-209 et seq. of the French
Commercial Code, on one or more occasions, for the following
primary purposes:
■
■
■
to honor commitments related to stock option plans or other
share grants to employees or directors or officers (mandataires
sociaux) of the Company or its affiliates;
to use shares in payment or in exchange in connection with
external growth transactions;
to promote share trading, in order, in particular, to ensure
liquidity with an investment services provider pursuant to
a liquidity contract in compliance with the ethics charter
approved by the French Financial Market Authority (Autorité
des Marchés Financiers);
■
■
■
to cancel such shares;
to deliver shares upon the exercise of rights attached to securities
giving access to the share capital;
to implement any such market practice which would becomes
recognized from time to time by law or by the French Financial
Market Authority (Autorité des Marchés Financiers).
The purchase, holding, sale or transfer of the purchased shares
may be carried out, depending on the case, on one or more occasions,
in any manner on the market (regulated or not), through
multilateral trade facilities (“MTFs”), via systematic internalizers
or through negotiated transactions, in particular, through the
acquisition or sale of blocks, or by using financial derivatives and
warrants, in compliance with applicable regulations. The portion
of the repurchase program that may be carried out by negotiation
of blocks may be as large as the entire program.
The Shareholders’ Meeting sets the maximum purchase price at
€80 (before charges) per share and decides that the maximum
number of shares that may be acquired may not exceed 10%
of the shares comprising the share capital as of the date of this
Shareholders’ Meeting.
In the event of a share capital increase by incorporation of
premiums, reserves and benefits, resulting in either an increase
in the nominal value, or in a free grant of shares, and in the
event of a split or reverse split of shares or any other transaction
affecting the share capital, the Board of Directors may adjust the
aforementioned purchase price to take into account the effect of
those transactions on the value of the shares.
Full powers are granted to the Board of Directors, with power of
delegation to the Chief Executive Officer or, with his consent,
to one or more executive vice presidents (directeurs généraux
délégués), to place, at any time, except during the period of a
public offering on the Company’s securities, any orders on a securities
exchange or through negotiated transactions, to allocate or
re-allocate repurchased shares to the primary repurchase purposes
in accordance with applicable law and regulations, to enter into
any agreements, specifically for the keeping of purchase and sale
registers, to draft any documents, to carry out any formalities,
to make any declarations and communications to any agencies,
particularly to the French Financial Market Authority (Autorité
des Marchés Financiers), concerning the transactions carried out
pursuant to this resolution, to set the terms and conditions to
preserve, as necessary, any rights of holders of securities giving
access to the Company’s share capital and any rights of beneficiaries
of options in accordance with applicable regulations and,
generally, to take any necessary action. The Shareholders’ Meeting
also grants full powers to the Board of Directors, if applicable laws
or the French Financial Market Authority (Autorité des Marchés
Financiers) were to extend or supplement the primary purposes
authorized for share repurchase programs, to inform the public
according to applicable regulations of potential modifications to
the repurchase program pertaining to the amended purposes.
This authorization invalidates any previous authorization for the
same purpose and, in particular, the fourteenth resolution of the
ordinary shareholders’ meeting of April 30, 2009. It is granted
for a period of 18 months from the date of this Shareholders’
Meeting.
In its report to the Annual Shareholders’ Meeting, the Board of
Directors shall provide the shareholders with information relating
to the purchases and sales of shares carried out pursuant to this
resolution.
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3. Proposed Resolutions
Within the authority of the
Extraordinary Shareholders’ Meeting
Twelfth resolution
Authorization granted to the Board of Directors to reduce the share
capital by canceling shares that have previously been repurchased
The Shareholders’ Meeting, acting under the conditions of quorum
and majority required for extraordinary shareholders’ meetings,
having reviewed the report of the Board of Directors and the
special report of the Statutory Auditors, and pursuant to article
L. 225-209 of the Commercial Code:
1. Authorizes the Board of Directors to reduce the share capital
by canceling all or some of the shares acquired under share
repurchase programs authorized by the Shareholders’
Meeting, on one or more occasions, up to a limit of 10% of
the share capital by periods of twenty-four months and to
charge the difference between the repurchase value of the
canceled shares and their par value to the available reserves
and premiums.
2. The Board of Directors shall have the necessary powers to set
the terms and conditions of this or these cancellations and
to make the corresponding amendment to the bylaws and
accomplish any necessary formalities.
3. This authorization is given for a period of five years. It invalidates
any previous authorization for the same purpose.
Thirteenth resolution
Authorization granted to the Board of Directors to allocate performance
shares to (i) Technip’s employees, and (ii) the employees and
directors and officers (mandataires sociaux) of companies related
to the Company within the meaning of Article L. 225-197-2 of the
French Commercial Code
The Shareholders’ Meeting, acting under the conditions of quorum
and majority required for extraordinary shareholders’ meetings,
after having reviewed the report of the Board of Directors, and the
special report of the Statutory Auditors, and pursuant to Articles
L. 225-197-1 et seq. of the French Commercial Code:
1. Authorizes the Board of Directors to grant, on one or more
occasions, existing shares free of charge (“the performance
shares”) (i) to employees of Technip (“the Company”) and,
(ii) to employees and directors and officers (mandataires
sociaux) of companies related to the Company within the
meaning of Article L. 225-197-2 of the French Commercial
Code.
2. Decides that the grant of performance shares carried out by
the Board of Directors pursuant to this resolution may not
apply to more than 0.9% of the Company’s share capital as
of the date of this Shareholders’ Meeting, it being specified
that this amount does not take into account any adjustments
that may be made in compliance with applicable laws or
regulations, and as the case may be, applicable contractual
provisions providing for other cases of adjustments.
The performance shares granted to the members of the
Executive Committee pursuant to this resolution and, specifically,
to the Chairman of the Board of Directors and/or the
Chief Executive Officer, the Company’s managing agent
(mandataire social), pursuant to the fourteenth resolution,
(i.e., including the performance shares that would be granted
to the Chairman of the Board of Directors and/or the Chief
Executive Officer within the maximum limit of 0.03% of the
share capital), may not represent, as a whole, more than 20%
of the total number of performance shares authorized by this
resolution.
3. Decides that the grant of shares to their beneficiaries will
become definitive at the end of an acquisition period whose
length will be set by the Board of Directors, with the understanding
that this period may not be less than two years, as
from the decision by the Board of Directors to grant shares.
The beneficiaries must hold these shares for a time period set
by the Board of Directors, with the understanding that the
holding period may not be less than two years as from the
definitive acquisition of these shares.
Nonetheless, the Shareholders’ Meeting authorizes the Board
of Directors, insomuch as the acquisition period for all or part
of one or more grants is at least four years long, to not impose
a holding period for those shares.
4. Decides that in the event of a beneficiary’s disability corresponding
(or comparable outside France) to the second
and third categories of classification provided for in Article
L. 341-4 of the French Social Security Code, the shares will
be definitively granted to the beneficiary before the end of
the remainder of the acquisition period. These shares may be
freely transferred or sold as from their delivery.
5. Notes that the rights of beneficiaries to acquire shares will
be lost in the event of resignation or dismissal for wrongful
or gross misconduct (faute grave or faute lourde) during the
acquisition period.
6. The Board of Directors will grant performance shares and
determine the identity of their beneficiaries.
A definitive grant of the shares will be subject to the Company’s
having achieved a level of performance to be measured by the
evolution over several years of the Consolidated Operating
Income in relation to a representative sample of the Group’s
competitors and based on the following scale:
-if the evolution of the Group’s Consolidated Operating
Income is greater than or equal to that of the sample, all
of the shares will be granted according to the terms and
conditions provided in the plan’s regulations;
-if the evolution of the Group’s Consolidated Operating
Income is greater than or equal to 80% and less than 100%
of that of the sample, the portion of the shares lost will be
determined by linear interpolation between 50% and 100%
and according to the terms and conditions provided in the
plan’s regulations;
-if the evolution of the Group’s Consolidated Operating
Income is less than 80% of that of the sample, 50% of the
shares will be lost according to the terms and conditions
provided in the plan’s regulations.
The Board of Directors will determine the other terms and
conditions and, as applicable, the criteria for the grant of the
shares.
7. The Board of Directors will have the necessary powers to
implement this authorization, in accordance with the terms
described above and subject to applicable legal provisions,
and to do all that is useful and necessary in accordance with
applicable laws and regulations.
The Board of Directors will inform the Shareholders’ Meeting
each year of the actions carried out pursuant to this resolution, in
accordance with legal and regulatory requirements and particularly
Article L. 225-197-4 of the French Commercial Code.
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The authorization granted to the Board of Directors by the
present resolution is valid for a period of 24 months following the
date of this Shareholders’ Meeting and invalidates any previous
authorization for the same purpose.
Fourteenth resolution
Authorization granted to the Board of Directors to allocate
performance shares to the Chairman of the Board of Directors and/
or the Chief Executive Officer of Technip (mandataire social)
The Shareholders’ Meeting, acting under the conditions of quorum
and majority required for extraordinary shareholders’ meetings,
after having reviewed the report of the Board of Directors, and the
special report of the Statutory Auditors, and pursuant to Articles
L. 225-197-1 et seq. of the French Commercial Code:
1. Authorizes, subject to the condition precedent of the adoption
of the thirteenth resolution, the Board of Directors to
grant, on one or more occasions, existing shares free of charge
(“the performance shares”) to the Chairman of the Board of
Directors and/or the Chief Executive Officer of Technip (“the
Company”), the Company’s managing agent (mandataire
social).
2. Decides that the grant performance shares carried out by the
Board of Directors pursuant to this authorization may not
apply to more than 0.03% of the Company’s share capital as
of the date of this Shareholders’ Meeting, it being specified
that this amount does not take into account any adjustments
that may be made in compliance with applicable laws or
regulations and, as the case may be, applicable contractual
provisions providing for other cases of adjustments.
The performance shares allocated to the members of the
Executive Committee pursuant to the thirteenth resolution
and, specifically, to the Chairman of the Board of Directors
and/or the Chief Executive Officer, the Company’s managing
agent, pursuant to this resolution (i.e., including the shares that
would be allocated to the Chairman of the Board of Directors
and/or the Chief Executive Officer within a maximum limit
of 0.03% of the share capital), shall not represent, as a whole,
more than 20% of the total allocations of performance shares
authorized by the thirteenth resolution.
3. Decides that the grant of shares to the beneficiary will become
definitive at the end of an acquisition period whose length
will be set by the Board of Directors, with the understanding
that this period may not be less than two years, as from the
decision by the Board of Directors to grant shares.
The beneficiary must hold these shares for a time period set
by the Board of Directors, with the understanding that the
holding period may not be less than two years as from the
definitive acquisition of these shares, without prejudice to
the provisions in Article L. 225-197-1, II, last paragraph, of the
French Commercial Code.
4. Decides that in the event of a beneficiary’s disability corresponding
to the second and third categories of classification
provided for in Article L. 341-4 of the French Social Security
Code, the shares will be definitively granted to the beneficiary
before the end of the remainder of the acquisition period.
These shares may be freely transferred or sold as from their
delivery.
5. Notes that the rights of the beneficiary to acquire the shares
will be lost in the event of resignation or removal for wrongful
or gross misconduct (faute grave or faute lourde) during the
acquisition period.
6. A definitive grant of the shares will be subject to the Company’s
having achieved a level of performance to be measured by the
evolution over several years of the Consolidated Operating
Income in relation to a representative sample of the Group’s
competitors and based on the following scale:
-if the evolution of the Group’s Consolidated Operating
Income is greater than or equal to that of the sample, all
of the shares will be granted according to the terms and
conditions provided in the plan’s regulations;
-if the evolution of the Group’s Consolidated Operating
Income is greater than or equal to 80% and less than 100%
of that of the sample, the portion of the shares lost will be
determined by linear interpolation between 50% and 100%
and according to the terms and conditions provided in the
plan’s regulation;
-if the evolution of the Group’s Consolidated Operating
Income is less than 80% of that of the sample, 50% of the
shares will be lost according to the terms and conditions
provided in the plan’s regulations.
Moreover, as a departure from the scale described above,
no shares, under any circumstances, will be granted to the
Company’s Chairman of the Board of Directors and/or
the Chief Executive Officer if the evolution of the Group’s
Operating Income is less than that of each of the companies
included in the sample.
The Board of Directors will determine the other terms and
conditions and, as applicable, the criteria for the grant of the
shares.
7. The Board of Directors will have the necessary powers to
implement this authorization, in accordance with the terms
described above and subject to applicable legal provisions,
and to do all that is useful and necessary in accordance with
applicable laws and regulations.
The Board of Directors will, each year, inform the Shareholders’
Meeting of the actions carried out pursuant to this resolution,
in accordance with legal and regulatory requirements and
particularly Article L. 225-197-4 of the French Commercial
Code.
The authorization granted to the Board of Directors by the
present resolution is valid for a period of 24 months following the
date of this Shareholders’ Meeting and invalidates any previous
authorization for the same purpose.
Fifteenth resolution
Authorization granted to the Board of Directors to grant options for
the purchase or subscription of shares to (i) Technip’s employees,
and (ii) the employees and directors and officers (mandataires
sociaux) of the companies related to the Company within the
meaning of Article L. 225-180 of the French Commercial Code
The Shareholders’ Meeting, acting under the conditions of quorum
and majority required for extraordinary shareholders’ meetings,
after having reviewed, the report of the Board of Directors, and
the special report of the Statutory Auditors and pursuant to
Articles L. 225-177 et seq. of the French Commercial Code:
1. Authorizes the Board of Directors to allocate, on one or more
occasions, (i) to employees of Technip (“the Company”) and,
(ii) to employees and directors and officers (mandataires
sociaux) of the companies related to the Company within
the meaning of Article L. 225-180 of the French Commercial
Code, or certain categories among them, options to subscribe
new shares to be issued by the Company through share capital
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3. Proposed Resolutions
increases or to purchase existing shares of the Company
resulting from repurchases carried out by the Company in
accordance with legal provisions.
2. Decides that the options that may be allocated by the Board of
Directors pursuant to this authorization may not give the right
to purchase or subscribe a total number of shares greater than
1.1% of the share capital as of the date of this Shareholders’
Meeting. This amount does not take into account the adjustments
that may be carried out in accordance with legislative
and regulatory provisions.
The options granted to the members of the Executive
Committee pursuant to this resolution and, specifically, to the
Chairman of the Board of Directors and/or the Chief Executive
Officer, the Company’s managing agent (mandataire social),
pursuant to the sixteenth resolution, (i.e., including the
options that would be granted to the Chairman of the Board
of Directors and/or the Chief Executive Officer within the
maximum limit of 0.10% of the share capital), shall not
represent more than 20%, as a whole, of the total number of
options authorized by this resolution.
3. Decides that the exercise price will be set by the Board of
Directors on the date that the options are granted and that
(i) for options to subscribe shares, this price will be undiscounted
and equal to the average of the share’s listed price
on Euronext Paris over the 20 trading days preceding the date
of the grant, and (ii) for options to purchase shares, this price
will be undiscounted and equal to the higher of the following:
(a) the average purchase price of the shares indicated in
Article L. 225-179 of the French Commercial Code, and (b) the
average indicated in (i) above.
The exercise price, as determined above, may not be modified
except in the event that measures necessary for the protection
of the interests of the beneficiaries of the options are
implemented pursuant to Article L. 225-181 of the French
Commercial Code and in accordance with legal and regulatory
conditions.
The exercise of the options will be subject to the Company’s
having achieved a level of performance to be measured by
the evolution over several years of its Consolidated Operating
Income in relation to a representative sample of the Group’s
competitors and based on the following scale:
- if the evolution of the Group’s Consolidated Operating
Income is greater than or equal to that of the sample, all of
the options will be granted according to the terms and conditions
provided in the plan’s regulations;
- if the evolution of the Group’s Consolidated Operating
Income is greater than or equal to 80% and less than 100%
of that of the sample, the portion of the options lost will be
determined by linear interpolation between 50% and 100%
and according to the terms and conditions provided in the
plan’s regulations;
- if the evolution of the Group’s Consolidated Operating
Income is less than 80% of that of the sample, 50% of the
options will be lost according to the terms and conditions
provided in the plan’s regulations.
4. Acknowledges that no option may be granted less than twenty
trading days following the detachment from the shares of a
coupon giving right to a dividend or a capital increase.
5. Acknowledges that no option can be granted during (i) the ten
trading days preceding and following the date on which the
consolidated financial statements or, in the absence of these,
the annual statutory financial statements, are made public,
and (ii) the period between the date on which the Company’s
management bodies receive information that, if it were made
public, could have a significant impact on the Company’s
share price, and the tenth trading day following the date on
which this information is made public.
6. Decides that the options must be exercised within a maximum
period of six years as from the date of grant by the Board
of Directors; nevertheless, the Board of Directors may set a
shorter exercise period for all or part of the options and/or for
all or certain of the beneficiaries.
7. Notes that this resolution automatically acts, in favor of the
beneficiaries of the options to subscribe shares, as an express
waiver by the shareholders of their preferential subscription
rights with respect to the shares that will be issued as options
are exercised.
8. The beneficiaries’ right to exercise the options will be lost in
the event of resignation or dismissal for wrongful or gross
misconduct (faute grave or faute lourde).
9. Gives all powers to the Board of Directors for the purpose of:
- determining the list of the option beneficiaries and the
number of options granted to each of them;
- setting the conditions applicable to the exercise and grant
of the options; the Board of Directors may, in particular,
(a) restrict, suspend, limit or prohibit (1) the exercise of options
or (2) the sale or conversion into bearer form of the shares
obtained through the exercise of the options during certain
periods or starting from certain events; its decision may apply
to all or part of the options or shares and concern all or certain
beneficiaries, and (b) accelerate the dates or the periods for
the exercise of options, maintain their exercisable nature or
modify the dates or periods during which the shares obtained
from the exercise of options shall not be sold or converted into
bearer form; its decision may apply to all or part of the options
or shares and concern all or certain beneficiaries;
- allow for, as applicable, a lock-up period or a period of nondelivery
to the beneficiary of the shares obtained from the
exercise of the options; such period may not exceed three
years as from the exercise of the option.
This delegation to the Board of Directors is granted for a period of
24 months following the date of this Shareholders’ Meeting and
invalidates any previous authorization for the same purpose.
In accordance with the provisions of Article L. 225-184 of the
French Commercial Code, each year the Board of Directors will
inform the Shareholders’ Meeting of the transactions carried out
pursuant to the present resolution.
Sixteenth resolution
Authorization granted to the Board of Directors to grant options
for the purchase or subscription of shares to the Chairman of the
Board of Directors and/or the Chief Executive Officer of Technip
(mandataire social)
The Shareholders’ Meeting, acting under the conditions of quorum
and majority required for extraordinary shareholders’ meetings,
after having reviewed the report of the Board of Directors, and the
special report of the Statutory Auditors, and pursuant to Articles
L. 225-177 et seq. of the French Commercial Code:
1. Authorizes, subject to the condition precedent of the adoption
of the fifteenth resolution, the Board of Directors to
allocate, on one or more occasions, to the Chairman of the
Board of Directors and/or the Chief Executive Officer of
Technip (“the Company”), the Company’s managing agent
(mandataire social), options to subscribe to new shares to
240 2009 Reference Document

Annex: Agenda, Presentation of the Resolutions and Proposed Resolutions
3. Proposed Resolutions E
be issued by the Company through share capital increases or
to purchase existing shares of the Company resulting from
repurchases carried out by the Company in accordance with
legal provisions.
2. Decides that the options that may be allocated by the Board of
Directors pursuant to this authorization may not give the right
to purchase or subscribe a total number of shares greater than
0.10% of the share capital as of the date of this Shareholders’
Meeting. This amount does not take into account the adjustments
that may be carried out in accordance with legislative
and regulatory provisions.
The options granted to the members of the Executive
Committee pursuant to the fifteenth resolution and, specifically,
to the Chairman of the Board of Directors and/or the
Chief Executive Officer, the Company’s managing agent,
pursuant to this resolution (i.e., including the options that
would be granted to the Chairman of the Board of Directors
and/or the Chief Executive Officer within a maximum of
0.10% of the share capital), shall not represent more than
20%, as a whole, of the total number of options authorized by
the fifteenth resolution.
3. Decides that the exercise price will be set by the Board of
Directors on the date that the options are granted and that
(i) for options to subscribe shares, this price will be undiscounted
and equal to the average of the share’s listed price
on Euronext Paris over the 20 trading days preceding the date
of the grant, and (ii) for options to purchase shares, this price
will be undiscounted and equal to the higher of the following:
(a) the average purchase price of the shares indicated in
Article L. 225-179 of the French Commercial Code, and (b) the
average indicated in (i) above.
The exercise price, as determined above, may not be modified
except in the event that measures necessary for the protection of
the interests of the beneficiaries of the options are implemented
pursuant to Article L. 225-181 of the French Commercial Code
and in accordance with legal and regulatory conditions.
The exercise of the options will be subject to the Company’s
having achieved a level of performance, to be measured by
the evolution over several years of its Consolidated Operating
Income in relation to a representative sample of the Group’s
competitors and based on the following scale:
- if the evolution of the Group’s Consolidated Operating
Income is greater than or equal to that of the sample, all of
the options will be exercisable according to the terms and
conditions provided in the plan’s regulations;
- if the evolution of the Group’s Consolidated Operating
Income is greater than or equal to 80% and less than 100%
of that of the sample, the portion of the options lost will be
determined by linear interpolation between 50% and 100%
and according to the terms and conditions provided in the
plan’s regulations;
- if the evolution of the Group’s Consolidated Operating
Income is less than 80% of that of the sample, 50% of the
options will be lost according to the terms and conditions
provided in the plan’s regulations.
Moreover, as a departure from the scale described above,
no options, under any circumstances, can be exercised by
the Company’s Chairman of the Board of Directors and/or
the Chief Executive Officer if the progression of the Group’s
Operating Income is less than that of each of the companies
included in the sample.
4. Acknowledges that no option may be granted less than twenty
trading days following the detachment from the shares of a
coupon giving right to a dividend or a capital increase.
5. Acknowledges that no option can be granted during (i) the ten
trading days preceding and following the date on which the
consolidated financial statements or, in the absence of these,
the annual statutory financial statements, are made public,
and (ii) the period between the date on which the Company’s
management bodies receive information that, if it were made
public, could have a significant impact on the Company’s
share price, and the tenth trading day following the date on
which this information is made public.
6. Decides that the options must be exercised within a maximum
period of six years as from the date of grant by the Board
of Directors; nevertheless, the Board of Directors may set a
shorter exercise period for all or part of the options and/or for
all or certain of the beneficiaries.
7. Notes that this resolution automatically acts, in favor of the
beneficiaries of the options to subscribe shares, as an express
waiver by the shareholders of their preferential subscription
rights with respect to the shares that will be issued as options
are exercised.
8. Acknowledges that the beneficiary’s right to exercise the
options will be lost in the event of removal or dismissal for
wrongful or gross misconduct (faute grave or faute lourde).
9. Gives all powers to the Board of Directors for the purpose of:
- determining the number of options granted to the beneficiary;
- setting the conditions applicable to the grant and exercise
of the options; the Board of Directors may, in particular,
(a) restrict, suspend, limit or prohibit (1) the exercise of options
or (2) the sale or conversion into bearer form of the shares
obtained through the exercise of the options during certain
periods or starting from certain events; its decision may apply
to all or part of the options or shares, and (b) accelerate the
dates or the periods for the exercise of options, maintain
their exercisable nature or modify the dates or periods during
which the shares obtained from the exercise of options shall
not be sold or converted into bearer form; its decision may
apply to all or part of the options or shares, within the limits
set by the applicable legal provisions;
- allow for, as applicable, a lock-up period or a period of nondelivery
to the beneficiary of the shares obtained from the
exercise of the options, without prejudice to the provisions of
Article L. 225-185, paragraph 4 of the French Commercial Code.
This delegation to the Board of Directors is granted for a period of
24 months following the date of this Shareholders’ Meeting and
invalidates any previous authorization for the same purpose.
In accordance with the provisions of Article L. 225-184 of the
French Commercial Code, the Board of Directors will inform the
Shareholders’ Meeting each year of the transactions carried out
pursuant to the present resolution.
Seventeenth resolution
Authorization granted to the Board of Directors to increase the
share capital in favor of employees adhering to a company savings
plan
The Shareholders’ Meeting, acting under the conditions of quorum
and majority required for extraordinary shareholders’ meetings,
after having reviewed the report of the Board of Directors, and
the special report of the Statutory Auditors, and pursuant to the
2009 Reference Document
241

E
Annex: Agenda, Presentation of the Resolutions and Proposed Resolutions
3. Proposed Resolutions
provisions of Articles L. 3332-1 et seq. of the French Labor Code
and Article L. 225-138-1 of the French Commercial Code, and
in accordance with the provisions of Article L. 225-129-6 of the
French Commercial Code:
1. Authorizes the Board of Directors to increase, on one or
more occasions, the Company’s share capital by a maximum
nominal amount not exceeding 1% of the share capital as
of the date this authorization is used, through the issuance
of shares or securities giving access to the Company’s share
capital, reserved for members of a company savings plan of
the Company or of the French or foreign companies that are
related to the Company in accordance with Article L. 225-180
of the French Commercial Code and Article L. 3344-1 of the
French Labor Code.
2. Decides that the subscription price of the new shares will be
equal to 80% of the average of the Company’s share prices
on the regulated market, Euronext Paris, over the 20 trading
days preceding the date of the decision setting the opening
date of the subscription period. However, the Shareholders’
Meeting expressly authorizes the Board of Directors to reduce
the aforementioned discount, should it deem appropriate,
in order to take into account, as the case may be, the legal,
accounting, tax and social charges regimes applicable in the
countries of residence of the members of a company savings
plan who benefit from the share capital increase. The Board of
Directors may also substitute all or part of the discount with
a grant of shares for free or other existing or new securities
giving access to the Company’s share capital, it being specified
that the total amount of the benefit granted together with, as
applicable, the discount, may not exceed the benefit of a 20%
discount.
3. Decides, pursuant to Article L. 3332-21 of the French Labor
Code, that the Board of Directors may also decide to grant, for
free, existing or new shares, or other existing or new securities
giving access to the Company’s share capital, as a matching
contribution, provided that their cash value, as compared to
the subscription price, does not exceed the limits set forth in
Article L. 3332-11 of the French Labor Code.
4. Decides to eliminate the preferential subscription rights of
shareholders with respect to the new shares to be issued or
other securities giving access to the share capital and to the
securities to which such securities give right, which are issued
pursuant to this resolution in favor of members of a company
savings plan.
5. Decides that the characteristics of the other securities giving
access to the Company’s share capital will be determined
by the Board of Directors in accordance with the conditions
provided for by applicable regulations.
6. Decides that the Board of Directors shall have all powers, with
the option to delegate or to sub-delegate, in accordance with
applicable legal and regulatory provisions, to implement this
resolution, in particular, to set the terms and conditions of
transactions, the dates and methods of the issuances that will
be carried out pursuant to this resolution, the opening and
closing dates of subscription periods, the price, the dividend
entitlement dates of securities issued, the methods of paying
for shares and other securities giving access to the Company’s
share capital, to grant additional time for the payment of the
shares and other securities giving access to the Company’s
share capital, to request admission to trading of the securities
created, to acknowledge the share capital increases in amounts
corresponding to the shares that will actually be subscribed,
to carry out, personally or through a third party, all transactions
and formalities related to the share capital increases,
to make any necessary changes to the by-laws, and at the
Board’s sole discretion and if the Board deems appropriate, to
allocate the cost of the share capital increases to the amount
of the related premiums and to deduct from such amount the
amounts necessary to increase the legal reserve to one-tenth
of the new share capital after each increase.
7. Decides that the maximum nominal amount of the share
capital increases that may be carried out pursuant to this
resolution will be applied toward the maximum nominal
amount of €37.5 million set forth in the fifteenth resolution
of the Shareholders’ Meeting of April 30, 2009.
8. Decides that this resolution voids the authorization granted by
the Shareholders’ Meeting of April 30, 2009 in its seventeenth
resolution.
The authorization granted to the Board of Directors by the present
resolution is valid for a period of 26 months following the date of
this Shareholders’ Meeting.
Within the authority of the Combined
Shareholders’ Meeting
Eighteenth resolution
Powers for formalities
The Shareholders’ Meeting, acting under the conditions of
quorum and majority required for combined shareholders’ meetings,
grants full powers to the bearer of an original, a copy or a
certified extract of the minutes of this Shareholders’ Meeting for
the purpose of carrying out any legal formalities such as registration,
publicity or others.
242 2009 Reference Document

Annex: Annual Information
Document
F
Technip
A French société anonyme with a share capital of €83,386,421.26
6-8, allée de l’Arche
Faubourg de l’Arche – ZAC Danton
92400 Courbevoie
France
Nanterre Trade Register No. 589.803.261
Annual Information Document
Prepared in accordance with article 222-7 of the General Regulations of the French
financial market authority (Autorité des marchés financiers, or “AMF”)
Covering the period from March 1, 2009 to February 28, 2010
In accordance with article 222-7 of the AMF’s General Regulations, the Company, listed on Euronext Paris by Euronext (Code Euroclear
France: 13170, Code ISIN: FR0000131708), prepared an annual information document referencing all information published or made
public in France over the past 12 months in compliance with legal or regulatory requirements in regards to financial instruments, issuers
of financial instruments, and markets for financial instruments.
2009 Reference Document
243

F
Annex: Annual Information Document
This document, which contains the following information, will be posted on the AMF’s website.
Information made public
Where the information may be obtained
Periodic information
■ Press releases on the Company’s financial results
Financial results for the 1 st quarter 2009
www.amf-france.org
(April 30, 2009)
www.technip.com
Financial results for the 1 st half 2009
www.amf-france.org
(July 23, 2009)
www.technip.com
Financial results for the 3 rd quarter 2009
www.amf-france.org
(November 13, 2009)
www.technip.com
2009 full year results
www.amf-france.org
(February 18, 2010)
www.technip.com
■ Quarterly financial information
1 st quarter 2009 www.technip.com
April 30, 2009
1 st half 2009 Financial Report www.technip.com
July 23, 2009
3 rd quarter 2009 www.technip.com
November 13, 2009
■ Annual financial statements
Approval of the Company’s annual and consolidated financial statements
www.balo.journal-officiel.gouv.fr
by the Shareholders’ Meeting of April 30, 2009
Notice No. 0903020 of May 13, 2009
■ Reference Document
Reference Document for the fiscal year ended December 31, 2008
www.amf-france.org
Filing No. D.09-0152 on March 25, 2009
www.technip.com
Information on share capital
■ Share capital and voting rights
Publication of the total number of Technip’s voting rights
www.balo.journal-officiel.gouv.fr
as of the date of the Shareholders’ Meeting of April 30, 2009
Notice No. 0903245 of May 15, 2009
Monthly publications on Technip’s share capital and voting rights
www.amf-france.org
www.technip.com
■ Transactions involving treasury shares
Transaction involving Technip’s treasury shares (completed on June 10, 2009)
www.technip.com
June 10, 2009
Capital increases
Notice of capital increase following the exercise of share subscription options
Shareholders’ Meeting
Notice of Shareholders’ Meeting as notice to convene dated March 25, 2009
Notice to convene the Shareholders’ Meeting of April 30, 2009
Register of the Nanterre Commercial Court
Notice No. 9703 of April 2, 2009
Les Petites Affiches
Notice No. 011928 of March 31, 2009
www.balo.journal-officiel.gouv.fr
Notice No. 0901435 of March 25, 2009
www.technip.com
Les Petites Affiches
Notice No. 013843 of April 15, 2009
www.technip.com
www.technip.com
Statutory Auditors’ Reports
2008 Activity and Sustainable Development Report www.technip.com
Statement of Statutory Auditors’ Fee
www.technip.com
Annual Information Document (from March 1, 2008 to February 28, 2009)
www.technip.com
Chairman’s report on Internal Control
www.technip.com
Statutory Auditors’ report on Chairman’s report
www.technip.com
Minutes of the Shareholders’ Meeting of April 30, 2009
www.amf-france.org
www.technip.com
Notice of appointment of three new directors
Les Petites Affiches
Notice n°021153 of June 12, 2009
Other press releases (See list attached hereto)
244 2009 Reference Document

Annex: Annual Information Document
F
Annex to Annual Information Document
2010 Press Releases
February 26, 2010
Technip/Chiyoda awarded a contract for PMP Onshore facilities in Qatar
February 23, 2010
Technip awarded two contracts for field developments in UK North Sea
February 18, 2010
2009 fourth quarter and full year results
February 15, 2010
Technip awarded Subsea Contract in the Mediterranean sea
February 12, 2010 Technip: Charge for potential resolution of the TSKJ Nigeria matter in the US; Q4-09 operating performance
above expectations
February 3, 2010
Release date of 4 th quarter and full year 2009 results and conference call
January 27, 2010
Technip awarded augmentation pipeline contract at the Broom field in UK North Sea
January 25, 2010 Technip and Subsea 7 awarded subsea installation contract for the CWLH redevelopment project in Australia
January 20, 2010
Technip awarded a subsea contract in West Africa
January 5, 2010
Technip awarded a front end engineering design contract in Venezuela
2009 Press Releases
December 21, 2009
Technip awarded a FEED contract for a proposed floating LNG unit in Brazil
December 15, 2009
Technip awarded two contracts for the Schiehallion field in the North Sea
December 14, 2009
Technip awarded contract for the Wheatstone project processing platform in Australia
December 10, 2009
Technip awarded a subsea contract in Egypt
December 8, 2009
Technip awarded contract for the Åsgard gas transfer project in Norway
November 20, 2009
Technip awarded gas facilities contract in Abu Dhabi
November 19, 2009
Technip and Schlumberger announce joint development agreement
November 18, 2009
Technip and Saudconsult to establish an engineering center in the Kingdom of Saudi Arabia
November 13, 2009
2009 third quarter results
November 9, 2009
Technip awarded a subsea contract for the Appaloosa development field in the Gulf of Mexico
October 26, 2009
Technip awarded contract for the Goliat field development in Norway
October 22, 2009
Technip awarded two contracts for the development of the Jubilee field in Ghana
September 25, 2009
Technip awarded a subsea contract for the Isabela development in the Gulf of Mexico
September 23, 2009
Technip awarded contract for the Oselvar field development in Norway
September 21, 2009
Technip joins the CAC 40 Index
September 11, 2009 Technip joins StatoilHydro in announcing the inauguration of the world’s first full-scale floating wind turbine
September 9, 2009
Technip welcomes the FSI as shareholder
August 25, 2009
Technip awarded a subsea contract for the Ozona project in the Gulf of Mexico
August 18, 2009
Technip awarded contract for an oil recovery trial project in Indonesia
July 31, 2009
Technip awarded contract by EDF for a gas storage project in Germany
July 28, 2009
Shell awards floating LNG contracts to Technip and Samsung
July 23, 2009
2009 second quarter results
July 17, 2009
Technip awarded two subsea contracts for the Caesar/Tonga field in the Gulf of Mexico
July 10, 2009
Technip awarded two major contracts for the new Jubail export refinery in Saudi Arabia
July 8, 2009
Release date of 2 nd quarter 2009 results and conference call
June 22, 2009
Technip appoints Thierry Parmentier Group Human Resources Director
June 22, 2009
Technip awarded contract for a 800,000 tons/year liquefied natural gas plant in China
June 15, 2009
Technip acquires a new construction support vessel
June 4, 2009
Technip awarded a services contract for a proposed new nitrogen complex in Peru
June 2, 2009
Technip awarded a contract for the K2 field in the Gulf of Mexico
May 28, 2009 Technip expands its technological leadership in ethylene by acquiring intellectual property rights from Heliswirl
May 26, 2009
Technip awarded a contract for the Angostura gas project in the Caribbean Sea
May 12, 2009
Technip awarded two contracts by Bluewater Industries in the Gulf of Mexico
May 5, 2009
Technip awarded a subsea contract for the Daniel Boone field in the Gulf of Mexico
April 30, 2009
Technip post AGM
April 30, 2009
2009 first quarter results
April 6, 2009
Chiyoda and Technip join Qatargas 2 in announcing the inauguration of the world’s largest LNG trains
March 26, 2009 Technip publishes its “Document de Référence 2008”
March 20, 2009
Technip awarded an installation contract for the “Ekofisk VA” subsea water injection project
at the Ekofisk field in Norway
March 18, 2009
Technip sets world records for ultra deep water pipeline installation
March 2, 2009
Technip awarded a services contract for refinery units in Bulgaria
2009 Reference Document
245

G
Annex: Reconciliation Tables
(Annual Financial
Report – Management
Report)
Annual Financial Report
In order to facilitate reading this document, the reconciliation table hereafter identifies the location of information comprising the Annual
Financial Report, required to be published by listed companies pursuant to article L. 451-1-2 of the French Monetary and Financial Code
and article 222-3 of the AMF’s General Regulations, in this Reference Document.
Annual Financial Report
Reference Document
1. Company annual financial statements Section 20.2
2. Consolidated financial statements Section 20.1
3. Management report (within the meaning of the French Monetary and Financial Code) See Reconciliation tables
below
4. Statement of persons responsible for the annual financial report Section 1.2
5. Statutory Auditors’ reports on the Company’s annual financial statements
Sections 20.1.1 and 20.2.1
and the consolidated financial statements
6. Communication relating to the Statutory Auditors’ fees Section 2.3 and
Section 20.1.2 Note 34
Section 20.2.6 Note 6.20
7. Report of the Chairman of the Board of Directors on internal control procedures Annex C
8. Statutory Auditors’ report on the report of the Chairman of the Board of Directors
on internal control procedures
Annex D
246 2009 Reference Document

Annex: Reconciliation Tables
G
Management Report
In order to facilitate reading this document, the reconciliation table hereafter identifies the location of information comprising the
Management Report, pursuant to article L. 225-100 et seq. of the French Commercial Code, in this Reference Document.
Management Report
Reference Document
1. Position and activity of the Company during the past financial year Sections 3-6.1 and 6.4
2. Advances made or difficulties encountered Section 6.2
3. Results relating to the Company activity and to the activity
of the Company controlled companies
Sections 3.2-20.1.2-20.2.2
and 9.1 to 9.5
4. Research and Development activities Sections 11 and 9.3
5. Forecasted developments in the Company’s position and outlook Section 12.1
6. Landmark events that occurred between the balance sheet date and the elaborating
Sections 6.1.3 and 20.5
of this Reference Document
7. Body chosen to serve as the Company’s Management Section 14.2
and Annex C Section 1.1
8. Objective and exhaustive review of the assets and liabilities, financial position and financial Sections 9.1 to 9.5 and 10
results of the Company (in particular their loans relating to the volume and complexity
of the business) and the key performance indicators of a financial nature and, where applicable,
non-financial nature (particularly concerning the environment and employees)
9. Description of the main risks and uncertainties faced by the Company, and notes concerning
Section 4
the Company’s use of financial instruments, when the use of such instruments is pertinent
to the evaluation of its assets, liabilities, financial position, and profits or losses
10. Company and Company’s controlled companies’ policy regarding financial risk management Section 4.8.9
11. Company and Company’s controlled companies’ exposure to currency, credit, liquidity and
Sections 4.5-4.6-4.7
tresory risks
12. List of offices or positions held by each of the Directors in all companies during the
Annex A
accounting period
13. Report on employee mandatory profit sharing (as well as those for executives, as the case
may be) operations that took place as part of stock options reserved for employees
Sections 15.1.1-17.2
and 17.3
and executives, operations that took place as part of a granting of free shares to employees
and executives
14. Company subsidiaries’ activity and Company controlled companies Section 7
15. Disposal of shares in order to equalize crossed equity interests None
16. Purchase of significant shareholdings in companies based in France or purchase of control
of these companies
Sections 7.2
and 20.2 Note 7
17. Information relating to breakdown of the share capital Section 18.1.1
18. Dividends distributed during the last three years Section 20.3
19. Compensation and other Benefits granted to Company’s Directors Section 15.1
20. In the event of stock options being granted, mention of the information according to which
the Board of Directors decides:
■ either to prevent executives from exercising their options before they cease to work
for the Company;
■ or to impose them to keep part or all of the shares resulting from the options already
exercised until they cease to work for the Company
Sections 15.1.1 and 17.2.2
21. In the event of free shares being granted, mention of the information according to which
the Board of Directors decides:
■ either to prevent executives from selling their free shares before they cease to work
for the Company;
■ or to set the quantity of free shares that they are obliged to keep until they cease to work
for the Company
Sections 15.1.1 and 17.2.2
Section 20.1.2
Notes 26 and 33
22. Changes made to the format of the financial statements or to the valuation methods used Section 20.1.2 Note 1
23. Injunctions or financial penalties for antitrust practices None
24. Information on how the Company takes into account the environmental and social impact Sections 4.4-6.6 and 17.1
of its activity
25. Information relating to the risks encountered in the event of fluctuations of the interest rate,
Section 4.7
the exchange rate, as well as changes in market price
26. Information required by article L. 225-211 of the French Commercial Code
in cases of transactions carried out by the Company with its treasury shares
Sections 21.1.3 and 21.1.4
2009 Reference Document
247

G
Annex: Reconciliation Tables
Management Report
Reference Document
27. Summary statement of the transactions relating to shares held by executives Sections 15.1.1 and 17.2.1
28. Table of Company’s results of the last five years Annex B
29. Summary table on ongoing authorizations granted to increase the share capital
Section 21.1.4
and implementation of these authorizations in 2009
30. Calculation keys and results relating to possible adjustments of conversion bases
Section 20.1 Note 20-(h)
and conditions to subscribe or exercise securities which allow an access
to the share capital or share subscription and share repurchases or of financial operations
31. Information required by article L. 225-100 of the French Commercial Code that may have
an impact on a public offer
Sections 14.4.2-18.3-18.4
and 21.2
32. Social information Section 17.1
33. Information relating to suppliers’ and clients’ terms of payment Section 20.1.2 Note 16
Section 20.2.6 Note 6.8
248 2009 Reference Document

H
Annex: Glossary
Biodiesel or Diester
Biofuels
Carbon Dioxide
(CO 2 )
Charter
Cracking coils
Cryogenic flexible
pipe
Cryomax®
Delayed coking unit
Development
(of a gas or oil field)
Engineering
Environmental
Impact Assessment
EP
EPC
EPCI
EPCM
Floatover
Flowline
FPSO (Floating,
Production, Storage
and Offloading)
Gas-to-liquids
GK6 technology
Global Compact
HSE (Health, Safety
and Environment)
Hybrid riser
Hywind wind
turbine
Jumper
Liquefaction
Obtained by the transesterification (chemical reaction during which a fat or oil is reacted with an alcohol in
the presence of a catalyst) of vegetable oils, is used in a mixture with diesel engines. Biodiesel represents a
clean and renewable energy.
Fuels produced from biomass (rapeseed, sunflower, beets...).
Colorless gas naturally produced in the atmosphere. Human activities, notably the combustion of fossil fuels,
can increase the level of carbon dioxide. This phenomenon is believed to have an influence on the climate.
Carbon dioxide is the main greenhouse gas because of the large quantities released into the atmosphere.
Document which explains Technip’s Values and objectives and provides guidelines for relations with stakeholders
as well as the professional conduct of individual employees.
Furnaces in which is realized the cracking process. The latter consist in breaking long-chain hydrocarbons into
short-chain hydrocarbons.
A thermally insulated flexible pipe used for the transfer of LNG at a temperature of -162°C, and for the return
of the gas, between the terminal or treatment unit (liquefaction or regasification) either onshore, offshore and
the transport vessel.
A Technip’s trademark applying to a family of patented processes for cryogenic gas fractionation to recover
C2+ (Ethane+) or C3+ (Propane+) hydrocarbons from natural gas and refinery off-gases.
Unit of Thermal conversion of crude residue to produce distillates (naphtha and gas oil) and petroleum coke.
All operations associated with the exploitation of an oil or gas field.
All of the detailed studies and design activities required for the execution of an industrial project.
Study which assesses and measures the impact of each major type of pollution (air, water, noise, waste) for all
industrial installations prior to start-up.
Engineering and procurement.
Engineering, procurement and construction.
Engineering, procurement, construction and installation.
Engineering, procurement, construction and management.
Installation method of an integrated production deck (topsides) on a fixed or floating offshore structure
without heavy lift operations.
A flexible or rigid pipe, laid on the seabed, which allows the transportation of oil/gas production or injection of
fluids. Its length can vary from a few hundred meters to several kilometers.
A converted ship or custom-built vessel used to process oil and gas and for temporary storage of the oil prior
to transport.
Conversion of natural gas into liquid carburants (Fisher Tropsch technology).
Technip proprietary technology that allows the furnace to operate on a range of feedstocks from naphta to
heavy oils, with a very high selectivity and a long on-stream time. The GK6 technology is used in all Technip
steamcracking units operating on liquid feedstocks, as well as in upgrading existing furnaces.
International initiative of the United Nations, launched in 2000. It unites businesses, United Nations bodies,
labor groups and civil society around 10 universal principles relating to human rights, labor and the environment.
Technip has been an official member of the Global Compact since 2003.
Defines all measures taken by Technip to guarantee the occupational health and safety of individuals and
the protection of the environment during the performance of it business activities, whether in offices or on
construction sites.
A riser configuration combining both flexible and rigid pipe technologies.
Hywind is the first full-scale floating wind turbine and has a capacity of 2.3 MW.
A short section of pipe for the connection of two Subsea or surface structures.
Transformation of natural gas into liquefied natural gas by cooling it to a temperature of -162°C.
2009 Reference Document
249

H
Annex: Glossary
Liquefied Natural
Gas (LNG)
Nitrogen Oxides
(NOx)
PiP (Pipe-in-Pipe
or Flowline)
PLET
Polymer
Polyolefins
Polystyrene
Refining
Reeled lay
Riser
SMAHT
Solvent
deasphalting
Spar
Spool
Spoolbase
Steamcracker
Steel catenary riser
Synthesis gas
TPG500
Topsides
Trenching
Umbilical
Natural gas, liquefied by cooling its temperature to -162°C, thus reducing its volume 600 times, allowing its
transport by boat.
Nitrogen forms a number of oxides such as nitrogen dioxide (NO 2 ), nitric oxide (NO), and nitrous oxide (N 2 O).
Human activity, in particular industrial processes and the combustion of fossil fuels, releases large quantities
of nitrogen oxides into the atmosphere which contribute to the formation of smog and ozone at the ground
level.
Steel pipes assembly consisting of a standard production pipe surrounded by a so-called carrier pipe. The gap
between the carrier and production pipes is filled with an insulation material. As the insulation is protected
from the external pressure by the carrier pipe, a high thermal performance material can be used.
Pipeline End Termination.
A polymer is a material made from a group of macromolecules which have the same chemical nature.
It is composed of repeating structural units typically connected by covalent chemical bonds.
Polymers made from light olefins (linear unsaturated hydrocarbons). The most common polyolefins are polyethylene
and polypropylene.
Polymers made from the monomer styrene.
Polystyrene is a thermoplastic resin and is used in many applications such as packaging, toys, construction,
electronics…
All physical and chemical operations which allow the production of commercial products (gasoline, diesel fuel,
lubricants, etc.) from crude oil.
An installation method based on the onshore assembly of rigid steel pipelines made of long sections (typically
1 km) assembled onshore then welded together and spooled onto a vessel-mounted reel for transit and
subsequent cost-effective unreeling onto the seabed. Minimum welding is done at sea.
Pipe or assembly of flexible or rigid pipes used to transfer produced fluids from the seabed to surface facilities,
and transfer injection or control fluids from the surface facilities to the seabed.
Small Amplitude Helical Tubing.
Extraction process in which heavy gas oil is dissolved in a solvent and heavier matter is separated as asphalt.
Feedstock for solvent deasphalting can be atmospheric resid or vacuum resid or a mixture of both.
A cylindrical, partially submerged offshore drilling and production platform that is particularly well-adapted
to deep water.
Short length pipe connecting a subsea pipeline and a riser, or a pipe and a subsea structure.
Assembling base for rigid pipeline installed by the reel lay method.
Petrochemical installation using steam to crack hydrocarbon molecules in order to produce ethylene
and propylene.
A deepwater steel riser suspended in a single catenary from a platform (typically a floater) and connected
horizontally on the seabed. This configuration is only possible in very deep water (typically beyond 1,000 m).
Gas mixture that primarily contains varying amounts of hydrogen and carbon monoxide and often some
carbon dioxide.
Self-installing fixed platform which is built equipped and tested onshore before being towed to the production
site. Once at the offshore field, the legs of the platform are automatically lowered to the seafloor. The hull
is then raised to its final position by means of a jacking system. While the TPG 500 is a fixed structure, its
installation can easily be reversed and the platform re-installed at a new site.
Platform surface installations allowing the drilling and/or production and/or processing of hydrocarbons
offshore.
Burying of offshore or onshore pipelines in a trench in order to protect them.
An assembly of hydraulic hoses, which can also include electrical cables or optic fibers, used to control subsea
structures from a platform or a vessel.
250 2009 Reference Document

This document is published by the Technip Group Legal Division.
Design:
- Paris
Print: April 2010

Société Anonyme
with a capital of € 83,386,421.26
Registered Office
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92400 Courbevoie
France
589 803 261 RCS Nanterre
Siret 589 803 261 00215
Phone: +33 (0) 1 47 78 21 21
Fax: +33 (0) 1 47 78 33 40
www.technip.com