SOURCE: Stolt Offshore S.A.

February 15, 2006 08:00 ET

Stolt Offshore S.A. Announces Results for the Fourth Quarter and Full Year Ended November 30, 2005

LONDON -- (MARKET WIRE) -- February 15, 2006 -- Stolt Offshore S.A. (NASDAQ: SOSA) (Oslo Stock Exchange: STO) today reports the results for the fourth quarter and full year ended November 30, 2005.

Financial Highlights

Important Note : In anticipation of the expected sale of the remaining North America and Mexico region shallow water assets, the results of this part of the business are reported as discontinued operations, as in the second and third quarters. Prior period comparatives have been restated accordingly.

                               4th Quarter Ended    Twelve Months Ended
in $ millions                Nov.30.05  Nov.30.04  Nov.30.05  Nov.30.04
                             Unaudited  Unaudited  Unaudited  Unaudited(a)
                             ---------- ---------  ---------- ---------

Net operating revenue  from
 continuing operations       $    463.4 $   323.9  $  1,483.3 $ 1,099.6
Gross profit                       84.6      76.7       238.5     144.8
Net operating income from
 continuing operations             56.6      33.7         152      67.9
Net income from continuing
 operations                        53.9      40.4       106.4      44.9
Income/(loss) from
 discontinued operations           27.3     (17.1)       15.2     (39.8)
Gain on disposal of
 discontinued operations           27.1         -        27.1         -
Net income                   $    108.3 $    23.3  $    148.7 $     5.1

PER SHARE DATA                4th Quarter Ended     Twelve Months Ended
                             Nov.30.05  Nov.30.04  Nov.30.05  Nov.30.04
                             Unaudited  Unaudited  Unaudited  Unaudited(a)
                             ---------- ---------  ---------- ---------

Earnings per share from
 continuing operations       $     0.28 $    0.21  $     0.56 $    0.28
Earnings/(loss) per share
 from discontinued
 operations                  $     0.28 $   (0.09) $     0.22 $   (0.25)
Net earnings per share       $     0.56 $    0.12  $     0.78 $    0.03

Weighted-average number of
 common shares issued
 (Basic) (millions)               191.9     190.5       191.1     157.6
Highlights
--  Strong full year net income from continuing operations of $106.4
    million; net income of $148.7 million including discontinued operations and
    gain on disposal of discontinued operations
--  Contract awards in the year close to $2 billion; fourth quarter awards
    of $700 million
--  Good progress on repositioning South America and Asia and Middle East
    regions for growth
--  First phase of the sale of shallow water and conventional assets in
    North America and Mexico region completed (the shallow water IMR fleet)
    

Post Year End Events

--  New name and brand launch -- Stolt Offshore S.A. to become Acergy S.A.
    (subject to shareholder approval)
--  Second phase of the sale of shallow water and conventional assets in
    North America and Mexico region completed in January 2006 (DLB 801 pipelay
    barge)
--  $90 million letter of intent received for LB200 barge for Tyrihans
    pipelay in 2007
--  $300 million of order intake in Brazil
    
Tom Ehret, Chief Executive Officer, said: "2005 was a successful year as we delivered on our objectives for growth and repositioning. We achieved good results, with increased profits in each successive quarter. We also continued to grow an increasingly healthy backlog throughout the year winning new business worth close to $2 billion; we started 2006 with $1.4 billion of backlog in hand for the year. The strategic fleet investments that we initiated in 2005 should enable us to take advantage of a strong market, while enhancing our ability to grow beyond 2006.

"Our vision is to become the acknowledged leader in the seabed-to-surface engineering and construction sector. We plan to do this over time by building an asset base which will not only be matched to future market opportunities but which should differentiate us from our peer group both in terms of our operational capabilities and earnings potential. We have taken the first step toward achieving this vision with the additions to the fleet in 2007 and the introduction in 2006 of a Total Quality Management initiative to deliver enhanced earnings from our projects."

Operating Review

Africa and Mediterranean Region -- 2005 marked a turning point for this region where all projects were tendered and executed effectively, thereby delivering good financial results. Amenam II is nearing completion and EPC2B is progressing well. The offshore phase of the Erha project is now very active and the engineering and procurement phase of Greater Plutonio is nearing completion, with offshore installation starting later this year. With an intense offshore construction programme in 2006, West Africa will continue to see high levels of asset utilisation. Good forward visibility of the market in this region continues with some 18 months of revenues already in backlog and strong market conditions expected to continue.

Northern Europe and Canada Region -- The North Sea regional business saw a high level of activity in 2005 with a number of significant contract wins. The first half of the Statoil Langeled pipelay project was successfully completed. The fourth quarter saw an unprecedented order intake which is twice the level in the same period last year. With the high activity levels continuing from the fourth quarter, in addition to the completion of the Langeled project, we anticipate a very active 2006 in this region.

North America and Mexico Region -- The discontinued operations delivered high net income in the fourth quarter due to the gain of $27.1 million on the sale of assets to Cal Dive, the increase in IMR work following hurricanes Rita and Katrina and the positive settlement of claims following completion of the pipelay campaign by the DLB 801 in Trinidad. The Seaway Kestrel, the remaining asset completing the Trinidad projects, is expected to be sold by the end of the second quarter, in the third and final phase of the disposal of the shallow water and conventional assets to Cal Dive. With respect to continuing operations, project management and engineering personnel in Houston are now being successfully re-deployed on SURF work for the Gulf of Mexico and elsewhere in the world.

South America Region -- Primarily due to the scheduled dry-docking of both the Seaway Condor and the Seaway Harrier, revenue from the two long-term ship charters to Petrobras was lower than in 2004. With both vessels back in full operation in 2006, the regional business is expected to return to profitability. The recently awarded six-year contract for the CS Pertinacia with Petrobras will commence in 2007, once the conversion from her former cable lay configuration is complete. The tendering activity for other ships and construction projects continues at a high level as the offshore market in Brazil moves into a period of growth.

Asia and the Middle East Region -- 2005 was a busy year for this region, with revenues more than doubling. The Casino project in Australia was our first large SURF project for the region, which was completed ahead of schedule during the first quarter 2006. This was very successfully managed as a cross-regional project with the engineering work done in the UK. Other projects included work at Sakhalin, which will be completed in 2006. The management and engineering team in Singapore is being significantly strengthened to manage tendering and future EPIC work for the Sapura 3000 deepwater construction ship, which is expected to join the fleet in 2007. Whilst 2006 revenue is expected to show a modest increase over 2005, the increase in personnel costs will impact near-term profitability.

Resourcing for Growth

Given the steady growth of the energy sector, one of the industry's greatest challenges is to recruit, train, develop and retain a committed and professional workforce to deliver excellence through project results. In 2005 Stolt Offshore was successful in meeting its recruitment targets for engineers by attracting skilled people into the offshore oil and gas industry from other industrial sectors. 130 engineers joined the group, increasing the engineering workforce by 20%. During 2005, 50 engineers were taken through our Graduate Engineer Development Scheme training programme and the Engineers Development Scheme was developed and launched. The challenge remains, with similar numbers being targeted for both recruitment and training in 2006.

Financial Review

Net operating revenue from continuing operations for the fourth quarter increased by $139.5 million compared to the same quarter in 2004, to $463.4 million. The full year 2005 revenue increased by 35% from $1.10 billion to $1.48 billion. Both net operating revenue from continuing operations for the quarter and full year in 2005 were stronger than last year due to good project execution and a strong increase in the demand for our services.

Income from non-consolidated joint ventures for both the quarter and full year increased substantially, as these specialist businesses reflect the improved market for offshore contractors.

Adjusted EBITDA(b) from continuing operations for the year ended November 30, 2005 was $187.5 million (representing an Adjusted EBITDA margin of 12.6%), compared to $119.0 million (representing an Adjusted EBITDA margin of 10.8%) for the same period in 2004, an increase of 58%.

There was a reclassification from discontinued to continuing operations of $4.6 million of General and Administrative costs for the second and third quarters of 2005. The fourth quarter results from continuing operations include $2.4 million of General and Administrative costs relating to discontinued operations. This reclassification accounts for the shortfall in the Adjusted EBITDA figure from continuing operations compared to guidance given at the Pre-Close announcement on December 1, 2005.

Net income for all operations for the year ended November 30, 2005 was $148.7 million compared to $5.1 million for 2004. Net income from continuing operations, which delivered $106.4 million for the year ended November 30, 2005, compared to $44.9 million in 2004, an improvement of $61.5 million arose from better operating performance. The remainder relates to the gain on sale and performance improvements in our discontinued operations.

The strong cashflow from projects and high level of advance billings increased our cash and cash equivalents position to $316.0 million at year end, compared to $135.0 million at the same date last year. Total advance billings at the year end were $268.8 million compared to $148.4 million at the end of 2004. Due to the impact of amortising credit facility set-up costs, there was no net interest income.

The FAS 133(c) non-cash charge relating to the mark-to-market of foreign exchange forward contracts continues to be reported through the Statement of Operations. Following further weakening of the Euro against the US dollar, the charge for the fourth quarter ending November 30, 2005 was $2.7 million, bringing the charge for the full year to $19.8 million.

During the fourth quarter the company reached resolution with various tax administrations in relation to prior year provisions, notably in the Netherlands. There was no tax charge associated with the Cal Dive disposal due to losses brought forward. The revisions to estimates relating to prior years amounted to $26.6 million and therefore the full year effective tax rate is 30.4%.

Current Trading

The backlog for continuing operations as at November 30, 2005 was $2.2 billion, of which $1.4 billion is for execution in 2006. The Company held an additional $518 million in pre-backlog at full year and quarter end.

In $ millions as at          Nov.30.05       Aug.31.05       Nov.30.04
                             ---------       ---------       ---------
Backlog (1)                      2,194           1,866           1,788
Pre-Backlog (2)                    518             634             157

(1)     Backlog restated to exclude amounts related to discontinued
operations in the North America and Mexico region of $24 million
(Nov.30.05), $50 million (Aug.31.05) and $143 million (Nov.30.04). Backlog
includes value of signed contracts.
(2)     Pre-backlog restated to exclude amounts related to discontinued
operations in North America and Mexico region of $nil (Nov.30.05),
$1 million (Aug 31.05) and $10 million  (Nov.30.04). Pre-backlog includes
the value of letters of intent and the expected value of escalations on
frame agreements
Proposed Change of Name

Following the sale by the former major shareholder of their position in Stolt Offshore in January 2005, a change of company name is required. An Extraordinary General Meeting of shareholders has therefore been called for February 24, 2006 to vote on the proposed new name for the company, Acergy S.A. If approved, the name change will be made effective on March 1, 2006.

Outlook

The fundamental drivers of the seabed-to-surface engineering and construction industry continue to be strong. We now have greater market visibility than in the past and we expect the market for offshore construction services to grow steadily at least until the end of the decade. Growth is particularly robust in the deepwater market, where our long track record differentiates us in both established and emerging markets.

As stated in the Pre-Close announcement, the full year revenues for 2006 are expected to be between $1.7 billion and $1.8 billion, compared to $1.48 billion in 2005. The Adjusted EBITDA margin on continuing operations for the year is expected to show moderate growth over the Adjusted EBITDA margin on continuing operations in 2005, excluding the gain on sale of assets to Cal Dive. Depreciation and amortisation charges will be higher than in 2005 at approximately $80 million including dry-dock amortisation, reflecting the higher capital expenditure levels in 2005 and 2006. The gain on the completion of the sale of additional assets in the North America region during 2006 will be $28.9 million after tax, which is in addition to the gain on sale of assets in 2005. The effective tax rate for 2006 is expected to be between 28% and 33%.

Capital expenditure in 2006 will be approximately $280 million, of which $120 million is for capacity maintenance and asset enhancement, following $77 million in 2005. A further $160 million of growth capital expenditure has been committed to the conversion of the Polar Queen and the Pertinacia, as well as our equity contribution to the SapuraCrest joint venture. With a good backlog and a strong balance sheet, it is anticipated that all capital expenditures in 2006 will be financed with cash generated from operations.

The 2006 core capital expenditure programme forms part of a broader plan to re-align our fleet to take advantage of growing, but more technically demanding, market opportunities. We intend to progressively replace the older units of the fleet over time to enhance operational capabilities and to ensure our capacity to grow future earnings.

In light of the strong market and good forward visibility, the Board will, during 2006, will review the balance between the pace of fleet rejuvenation and other uses for the cash reserves generated by the group.

(a) These figures have been extracted from the audited 2004 Consolidated Financial Statements, after adjusting for discontinued operations.

(b) Adjusted EBITDA : EBITDA is calculated as net income plus interest, taxes, depreciation and amortisation. Adjusted EBITDA excludes impairment charges and gains and losses on sales of investments and fixed assets. Management believes that Adjusted EBITDA is an important indicator of its operational strength and the performance of its business. The Company has included Adjusted EBITDA because it is a key financial measure used by management to (i) assess the Company's ability to service its debt and/or incur debt and meet the Company's capital expenditure requirements; and (ii) internally measure the Company's operating performance. Adjusted EBITDA has not been prepared in accordance with accounting principles generally accepted in the United States ("US GAAP"). Adjusted EBITDA as presented by the Company may not be comparable to similarly titled measures reported by other companies. Such supplementary adjustments to EBITDA may not be in accordance with current practices or the rules and regulations adopted by the US Securities and Exchange Commission (the "SEC") that apply to reports filed under the Securities Exchange Act of 1934. Accordingly, the SEC may require that Adjusted EBITDA be presented differently in filings made with the SEC than as presented in this release, or not be presented at all. Adjusted EBITDA is not a measure determined in accordance with US GAAP and should not be considered as an alternative to, or more meaningful than, net income (as determined in accordance with US GAAP), as a measure of the Company's operating results or cash flows from operations (as determined in accordance with US GAAP) or as a measure of the Company's liquidity. The reconciliation of the Company's net income to EBITDA and Adjusted EBITDA is attached.

(c) FAS133 - The Company has a policy of economically hedging its foreign exchange exposure under which forward contracts are used to fix the exchange rate of commitments in currencies other than the US Dollar. As a consequence of the Group's current legal structure, the Company has concluded that these transactions cannot be designated as accounting hedges in accordance with FAS133.

Stolt Offshore S.A. is a seabed-to-surface engineering and construction contractor for the offshore oil and gas industry worldwide. We plan, design and deliver complex, integrated projects in harsh and challenging environments. We operate internationally as one group -- globally aware and locally sensitive, sharing our expertise and experience to create innovative solutions. We are more than solution providers, we are solution partners -- ready to make long-term investments in our people, assets, know-how and relationships in support of our clients.

Forward-Looking Statements: Certain statements made in this press release may include "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements may be identified by the use of words like "anticipate," "believe," "estimate," "expect," "intend," "may," "plan," "project," "will," "should," "seek," and similar expressions. The forward-looking statements reflect our current views and assumptions and are subject to risks and uncertainties. The following factors, and others which are discussed in our public filings and submissions with the U.S. Securities and Exchange Commission, are among those that may cause actual and future results and trends to differ materially from our forward-looking statements: the general economic conditions and competition in the markets and businesses in which we operate; our relationship with significant clients; the outcome of legal proceedings; uncertainties inherent in operating internationally; the impact of laws and regulations; and operating hazards, including spills and environmental damage. Many of these factors are beyond our ability to control or predict. Given these factors, you should not place undue reliance on the forward-looking statements.

Conference Call Information        Replay Facility details

Lines will open 10 minutes prior   This facility is available from 5pm UK
 to conference call                Time (12 noon EDT*) Wednesday February
                                   February 15, 2006 until 11pm UK Time
Date: Wednesday February 15, 2006  (6pm EDT*) Wednesday February 22, 2006.
Time: 3.00 pm UK Time (10 am EDT*)
                                   Conference Replay Dial In Numbers:
Conference Dial In Numbers:        UK Toll Free: 0800 559 3271
UK Toll Free: 0800 279 9640        USA:          +1 718 354 1112
USA:          +1 718 354 1152      France:       +33 (0) 1 71 23 02 48
Norway:       +47 2316 2771        Italy:        +39 026 968 2247
France:       +33 (0)1 71 23 04 14 Netherlands:  +31 (0) 207 132 791
Italy:        +39 026 968 2336     Germany:      +49 (0)69 22222 0418
Netherlands:  +31 (0)20 713 2336
Germany:      +49 (0)69 2222 7111  International
                                    Dial In:     +44 (0)20 7806 1970
International
 Dial In:     +44 (0)20 7138 0828  Passcode:     4623242#

*EDT = Eastern Daylight Saving Time
Alternatively a live webcast and a playback facility will be available on the Company's website www.acergy-group.com
                 STOLT OFFSHORE S.A. AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
           (in $ millions, except share and per share data)

                           Three Months Ended        Twelve Months Ended
                        November 30, November 30, November 30, November 30,
                            2005         2004         2005         2004
                         Unaudited    Unaudited    Unaudited   Unaudited(a)
                        -----------  -----------  -----------  -----------

Net operating revenue
 from continuing
 operations             $     463.4  $     323.9  $   1,483.3  $   1,099.6
Operating expenses           (378.8)      (247.2)     (1244.8)      (954.8)
                        -----------  -----------  -----------  -----------

Gross profit                   84.6         76.7        238.5        144.8

Share of net income of
 non-consolidated joint
 ventures                      12.4          0.8         26.9           15
Selling, general and
 administrative
 expenses                     (38.7)       (36.6)      (119.9)      (111.0)
Impairment of long
 lived tangible assets         (6.1)        (5.2)        (7.1)        (9.4)
Gains/(losses) on
 disposal of
 subsidiaries and
 long-lived tangible
 assets                        (0.6)        (2.1)         7.5         29.9
Other operating
 income/(expense)               5.0          0.1          6.1         (1.4)
                        -----------  -----------  -----------  -----------

Net operating income
 from continuing
 operations                    56.6         33.7          152         67.9

Interest
 income/(expense), net          0.3         (4.3)        (0.1)       (15.3)
Foreign exchange
 gain/(loss)                  (11.5)         4.4        (22.2)         6.2
                        -----------  -----------  -----------  -----------

Income from continuing
 operations before             45.4         33.8        129.7         58.8
 taxes and minority
 interests
Income tax
 benefit/(provision)             13          8.3        (12.9)        (9.2)
                        -----------  -----------  -----------  -----------

Income from continuing
 operations before
 minority interests            58.4         42.1        116.8         49.6
Minority interests             (4.5)        (1.7)       (10.4)        (4.7)
                        -----------  -----------  -----------  -----------

Net income from
 continuing operations         53.9         40.4        106.4         44.9
Income/(loss) from
 discontinued
 operations                    27.3        (17.1)        15.2        (39.8)
Gain on disposal of
 discontinued
 operations                    27.1            -         27.1            -
                        ===========  ===========  ===========  ===========

Net income              $     108.3  $      23.3  $     148.7  $       5.1
                        ===========  ===========  ===========  ===========

PER SHARE DATA
Net earnings/(loss)
 per share
   Basic
   Continuing
    operations          $      0.28  $      0.21  $      0.56  $      0.28
   Discontinued
    operations          $      0.28  $     (0.09) $      0.22  $     (0.25)
                        ===========  ===========  ===========  ===========
   Net earnings         $      0.56  $      0.12  $      0.78  $      0.03
                        ===========  ===========  ===========  ===========

   Diluted
   Continuing
    operations          $      0.27  $      0.21  $      0.54  $      0.28
   Discontinued
    operations          $      0.28  $     (0.09) $      0.22  $     (0.25)
                        ===========  ===========  ===========  ===========
   Net earnings         $      0.55  $      0.12  $      0.76  $      0.03
                        ===========  ===========  ===========  ===========

Weighted average
 number of Common
 Shares and Common
 Share equivalents
 outstanding
   Basic                      191.9        190.5        191.1        157.6
   Diluted                    196.3          194        195.5        159.5


SELECTED  INFORMATION - CONTINUING OPERATIONS
Cash outflows for
 capital expenditures   $      16.4  $      11.8  $      77.1  $      28.6
Depreciation and
 amortisation           $      14.9  $      18.0  $      56.9  $      60.6
Dry-dock amortisation   $       3.2  $       3.6  $      11.6  $       9.5


(a)   These figures have been extracted from the audited 2004 Consolidated
Financial Statements, after adjusting for discontinued operations.



                  STOLT OFFSHORE S.A. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED BALANCE SHEETS
                            (in $ millions)

                                                  As at         As at
                                              November 30,  November 30,
                                                  2005          2004
                                               Unaudited    Unaudited(a)
                                              ------------  ------------

ASSETS

   Cash and cash equivalents                  $      316.0  $      135.0

   Other current assets (b)                          463.3         338.5

   Long-lived tangible assets, net of
    accumulated depreciation                         457.7         499.8

   Other non-current assets                          104.7         106.4

   Assets held for sale                               42.8          29.3

                                              ------------  ------------
      Total assets                            $    1,384.5  $    1,109.0
                                              ============  ============

LIABILITIES AND SHAREHOLDERS EQUITY

   Current portion of long term debt and
    capital lease obligations                          0.8             -

   Accounts payable and accrued liabilities          833.8         627.9

   Long term debt and capital lease
    obligations                                        8.7          69.7

   Other non-current liabilities                      49.9          45.6

   Liabilities related to assets held for
    sale                                                 -          15.9

   Minority interests                                 26.4          35.3

   Shareholders' equity

      Common Shares                                  385.5         382.8

      Paid-in-surplus                                461.5         449.3

      Accumulated deficit                           (381.8)       (530.5)

      Accumulated other comprehensive income           0.7            14

      Treasury stock                                  (1.0)         (1.0)

                                              ------------  ------------
        Total shareholders' equity                   464.9         314.6

                                              ------------  ------------
        Total liabilities and shareholders
         equity                               $    1,384.5  $    1,109.0
                                              ============  ============

(a) These figures have been extracted from the audited 2004 Consolidated
    Financial Statements.
(b) As at November 30, 2005 no claims or variation orders not formally
    agreed with clients were included in other current assets (2004: nil).



                  STOLT OFFSHORE S.A. AND SUBSIDIARIES
                         SEGMENTAL ANALYSIS
                           (in $ millions)

The Company has six reportable segments based on the geographic
distribution of its activities as follows: the Africa and the
Mediterranean (AFMED) region covers activities in Africa, the
Mediterranean and Southern Europe; the Northern Europe and Canada (NEC)
region includes all activities in Northern Europe, the Northern Atlantic
Ocean, Scandinavia, the Baltic States and Eastern Canada; the Central and
North America (NAMEX) region includes all activity in Western Canada, the
United States, Central America and Mexico; the South America (SAM) region
incorporates activities in South America and the islands of the Southern
Atlantic Ocean; the Asia and Middle East (AME) region includes all
activities in the Middle East, the Indian sub-continent, Asia Pacific and
Australasia.  The Corporate segment includes items which cannot be
allocated to one particular region.  These include the activities of
Paragon Engineering Services, Inc. up to the date of its disposal, and the
SHL and NKT joint ventures. Also included are assets which have global
mobility including construction support ships, ROVs and other assets that
cannot be attributed to any one region; and corporate services provided
for the benefit of the whole group, including design engineering, finance
and legal departments.

For the
 three months
 ended
November 30,
 2005             AFMED     NEC  NAMEX (b)  SAM     AME  Corporate  Total
                  ------  ------  ------  ------  ------  ------  --------

Net operating
 revenue -
 external (a)     $232.7  $164.5  $ 13.6  $ 13.0  $ 40.3  $ (0.7) $  463.4
Income / (loss)
 from operations  $ 16.9  $ 26.3  $ (4.2) $ (3.2) $  4.1  $ 16.7  $   56.6
  Interest
   income, net                                                    $    0.3
  Foreign exchange
   loss                                                           $  (11.5)

Income from
 continuing
 operations before
 taxes and
 minority
 interests                                                         $  45.4

For the
 three months
 ended
November 30,
 2004             AFMED     NEC  NAMEX (b)  SAM     AME  Corporate  Total
                  ------  ------  ------  ------  ------  ------  --------

Net operating
 revenue -
 external (a)     $195.7  $ 71.3  $  9.0  $ 14.4  $ 12.3  $ 21.2  $  323.9
Income / (loss)
 from operations  $ 75.3  $ (5.5) $ (1.2) $ (0.5) $  3.2  $(37.6) $   33.7
  Interest
   expense, net                                                   $   (4.3)
  Foreign exchange
   gain                                                           $    4.4

Income from
 continuing
 operations
 before taxes
 and minority
 interests                                                        $   33.8

For the
 twelve months
 ended
November 30,
 2005             AFMED     NEC  NAMEX (b)  SAM     AME  Corporate  Total
                  ------  ------  ------  ------  ------  ------  --------

Net operating
 revenue -
 external (a)     $714.1  $579.0  $ 49.1  $ 50.2  $ 80.7  $ 10.2  $1,483.3
Income / (loss)
 from operations  $ 72.6  $ 65.7  $ (2.2) $ (1.1) $  2.8  $ 14.2  $  152.0
  Interest
   expense, net                                                   $   (0.1)
  Foreign exchange
   loss                                                           $  (22.2)

Income from
 continuing
 operations
 before taxes
 and minority
 interests                                                        $  129.7

For the
 twelve months
 ended
November 30,
 2004             AFMED     NEC  NAMEX (b)  SAM     AME  Corporate  Total
                  ------  ------  ------  ------  ------  ------  --------

Net operating
 revenue -
 external (a)     $536.0  $341.7  $ 28.3  $ 55.0  $ 31.9  $106.7  $1,099.6
Income / (loss)
 from operations  $ 33.4  $ 45.6  $ (5.4) $ 11.7  $  3.2  $(20.6) $   67.9
  Interest
   expense, net                                                   $  (15.3)
  Foreign exchange
  gain                                                            $    6.2

Income from
 continuing
 operations
 before taxes
 and minority
 interests                                                        $   58.8

(a) Three clients accounted for more than 10% of the Company's revenue from
    continuing operations for the quarter ended November 30, 2005. The
    revenue from these clients was $235.3 million and was attributable to
    the AFMED, NEC and AME regions. Four clients in the twelve-month period
    ended November 30, 2005 accounted for more than 10% of the Company's
    revenue from continuing operations. The revenue from these clients was
    $908.6 million for the twelve months ended November 30, 2005 and was
    attributable to the AFMED, AME, NAMEX and NEC regions. Two clients
    accounted for more than 10% of the Company's revenue from continuing
    operations for the quarter ended November 30, 2004. The revenue from
    these clients was $136.3 million and was attributable to the AFMED and
    NEC regions. One client accounted for more than 10% of the Company's
    revenue from continuing operations for the twelve-month period ended
    November 30, 2004. The revenue from this client was $212.5 million and
    was attributable to the AFMED and NEC regions.(b) Excludes discontinued
    operations.

(b) Excludes discontinued operations.



                  STOLT OFFSHORE S.A. AND SUBSIDIARIES
            RECONCILIATION OF NET INCOME TO ADJUSTED EBITDA
                       (in $ millions) (Unaudited)


                        Twelve Months Ended       Twelve Months Ended
                         November 30, 2005          November 30, 2004
                      Including    Excluding     Including     Excluding
                    Discontinued  Discontinued  Discontinued  Discontinued
                     Operations    Operations    Operations    Operations
                      Unaudited    Unaudited     Unaudited     Unaudited
                    ------------  ------------  ------------  ------------
Net income                 148.7         106.4           5.1          44.9
Income tax provision        12.9          12.9           9.2           9.2
Interest expense,
 net                         0.4           0.1          15.9          15.3
Depreciation and
 amortisation,
 including dry-dock
 amortisation               71.0          68.5          77.3          70.1
                    ------------  ------------  ------------  ------------
EBITDA                     233.0         187.9         107.5         139.5
Impairment of
 long-lived tangible
 assets                      7.1           7.1           9.4           9.4
Gains on disposal of
 subsidiaries and
 long-lived tangible
 assets                    (34.6)         (7.5)        (29.9)        (29.9)
                    ------------  ------------  ------------  ------------
Adjusted EBITDA     $      205.5  $      187.5  $       87.0  $      119.0
                    ============  ============  ============  ============
Net Operating
 Revenue            $    1,705.9  $    1,483.3  $    1,241.9  $    1,099.6
                    ============  ============  ============  ============


Adjusted EBITDA %           12.0%         12.6%          7.0%         10.8%

Contact Information

  • Contacts:
    Julian Thomson / Deborah Keedy
    Stolt Offshore S.A.
    UK +44 1932 773764 or +44 1932 773767
    US +1 877 603 0267 (toll free)
    Email Contact
    Email Contact

    Patrick Handley (UK) / Ellen Gonda (US)
    Brunswick Group
    UK +44 207 404 5959
    US +1 212 333 3810
    Email Contact
    Email Contact

    If you no longer wish to receive our press releases
    please contact: Email Contact.