FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2004
Commission File Number: 1-14836
ALSTOM
(Translation of registrant's name into English)
3, avenue André Malraux, 92300 Levallois-Perret, France
-------------------------------------------------------
(Address of principal executive offices)
Indicate by check mark whether the Registrant files or will file annual reports
under cover of Form 20-F or Form 40-F
Form 20-F X Form 40-F
----- -----
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1):
Yes No X
----- -----
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7):
Yes No X
----- -----
Indicate by check mark whether the Registrant, by furnishing the information
contained in this Form, is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934
Yes No X
----- -----
If "Yes" is marked, indicate below the file number assigned to the Registrant in
connection with Rule 12g3-2(b)
ENCLOSURES:
Press release dated November 18, 2004, "ALSTOM First-Half Results 2004/05 (1st
April 2004 - 30 September 2004)"
Interim Consolidated Financial Statements for Half-Year Ended 30 September
2004
Management Discussion and Analysis on Interim Consolidated Financial Statements
as at 30 September 2004
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ALSTOM
Date: November 22, 2004 By: /s/ Henri Poupart-Lafarge
------------------------------
Name: Henri Poupart-Lafarge
Title: Chief Financial Officer
PRESS INFORMATION
18 November 2004
ALSTOM FIRST-HALF RESULTS 2004/05
1ST APRIL 2004 - 30 SEPTEMBER 2004
FIRST-HALF RESULTS IN LINE WITH OUR RECOVERY PLAN
o Orders received: €8.4bn, up 51% versus first half 2003/04 , on a
comparable basis
o Sales: €6.4bn, down 12% on a comparable basis
o Operating margin: 3.6%, up from 1.5 % in first half 2003/04
o Net income: €(315)m as compared to €(624)m
o Free cash flow: €(294)m as compared to €(674)m
* * *
Commenting on the results Patrick Kron, Chairman & Chief Executive Officer,
said:
" The financial operations successfully completed during the summer have given
us the visibility and the stability needed to implement our recovery plan. Our
balance sheet has been substantially strengthened through a €2 billion capital
increase. We have stabilised our capital structure with the French State holding
a 21.4% share. Finally, we have secured access to bonding facilities.
During this first half, we have seen positive impacts of our recovery plan:
- We have recorded a strong rebound of orders across our Sectors, despite
continuing difficult market conditions in new power equipment, thus confirming
the return of customer confidence. The quality of our orders also shows
continuous improvement, with higher margins in line with our profitability
targets.
ALSTOM - 3 avenue André Malraux - 92300 Levallois (France)
- Tel: 33 (0) 1 41 49 27 13 - Fax: 33 (0) 41 49 79 32
PRESS INFORMATION
- New commercial successes have been achieved in recent weeks. The award of
projects for Transport and Hydro in China for a total value of € 1.4 billion
will create a significant change of our presence in the largest global market. I
am also pleased to announce that ALSTOM has been selected for a turnkey project
including 4xGT26 gas turbines for a customer in Thailand, confirming, along with
the order received in Spain in the beginning of 2004, that we are firmly back in
the large gas turbine market.
- The improvement of our operational performance during this semester is also
very encouraging. All Sectors have made progress in contract execution and our
cost-reduction programmes are now well advanced.
We will continue implementing our action plan in order to meet our targets of a
6% operating margin and a positive free cash flow by March 2006. Given our
achievements over the first half of the year, we are confident that these
objectives can be reached."
ALSTOM - 3 avenue André Malraux - 92300 Levallois (France)
- Tel: 33 (0) 1 41 49 27 13 - Fax: 33 (0) 41 49 79 32
PRESS INFORMATION
FIRST HALF RESULTS IN LINE WITH OUR RECOVERY PLAN
KEY FINANCIAL FIGURES
The following tables set out, on a consolidated basis, some of our key financial
and operating figures:
--------------------------------------------------------------------------------
TOTAL GROUP % Variation
ACTUAL FIGURES First Half 2nd Half First Half Sept. 04/
(IN € MILLION) SEPT. 03 MAR. 04 SEPT. 04 Sept. 03
---------- -------- ---------- ----------
Order Backlog 27 174 25 368 27 077 (0%)
Orders received 7 439 9 061 8 362 12%
Sales 8 854 7 834 6 402 (28%)
Operating income 132 168 233
Operating margin 1,5% 2,1% 3,6%
Net income (624) (1 212) (315)
Free Cash Flow (674) (333) (294)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
TOTAL GROUP % Variation
ACTUAL FIGURES First Half 2nd Half First Half Sept. 04/
(IN € MILLION) SEPT. 03 MAR. 04 SEPT. 04 Sept. 03
---------- -------- ---------- ----------
Order Backlog 24 650 25 174 27 077 10%
Orders received 5 525 8 461 8 362 51%
Sales 7 296 7 197 6 402 (12%)
Operating income 35 142 233
Operating margin 0,5% 2,0% 3,6%
--------------------------------------------------------------------------------
REBOUND OF ORDERS CONFIRMED
The power generation new equipment market remained low overall but growth
drivers were solid in the environmental markets with strong demand for hydro
equipment and environmental control systems. Power service and rail
transportation markets remained healthy and the cruise-ship market has regained
some activity.
The level of orders registered in the first half of fiscal year 2004/05
confirmed restored confidence from our customer base. We have booked orders for
€8.4 billion, an increase of 51% compared with the first half of last year on a
comparable basis. Quality of order intake continued to improve and margins on
ALSTOM - 3 avenue André Malraux - 92300 Levallois (France)
- Tel: 33 (0) 1 41 49 27 13 - Fax: 33 (0) 41 49 79 32
PRESS INFORMATION
orders are in line with profitability targets. The book-to-bill ratio at 1.3 has
significantly improved.
Our backlog on September 30th 2004 was €27.1 billion, representing approximately
two years of sales.
LOW LEVEL OF SALES DUE TO PAST SLOWDOWN OF ORDER INTAKE
Sales have reached a low point at €6.4 billion in the first half of fiscal year
2004/05, compared with €7.3 billion in the first half of fiscal year 2003/04, a
decrease of 12% on a comparable basis. This decrease was due to lower levels of
orders in the second half of fiscal year 2002/03 and in the first half of fiscal
year 2003/04, leading to lower sales in Marine and Power
Turbo-Systems/Environment. Sales in the other Sectors increased on a comparable
basis.
STRONG IMPROVEMENT IN OPERATING INCOME
Operating income and operating margin were €233 million and 3.6% in the first
half of fiscal year 2004/05 versus €132 million and 1.5% respectively over the
same period in the previous year. On a comparable basis, operating income and
operating margin were €35 million and 0.5% in the first half of fiscal year
2003/04. Improvement has been recorded in all our Sectors with the exception of
Marine. The impact of a lower level of sales was more than offset by better
contract execution.
NET LOSS REDUCED
Net loss was €(315) million compared with €(624) million in the first half of
last year. This improvement comes from the better operational performance and by
the decrease in restructuring and financial charges.
FREE CASH FLOW STILL IMPACTED BY GT24/GT26 LEGACY PAYMENTS
As expected, our free cash flow was still negative at €(294) million in the
first half of fiscal year 2004/05 ; it includes a €206 million cash outflow on
GT24/GT26, €122 million of restructuring expenses and a significant negative
movement of the working capital in Marine.
ALSTOM - 3 avenue André Malraux - 92300 Levallois (France)
- Tel: 33 (0) 1 41 49 27 13 - Fax: 33 (0) 41 49 79 32
PRESS INFORMATION
DEBT REDUCED BY €1.3 BILLION
Net debt was €2.4 billion at 30 September 2004 compared with the restated amount
of €3.7 billion at 1st April 2004, including €827 million coming from the
consolidation of ad hoc entities due to recent changes in accounting rules. This
reduction of debt is mainly the consequence of the financial operations
completed during the period.
ALSTOM - 3 avenue André Malraux - 92300 Levallois (France)
- Tel: 33 (0) 1 41 49 27 13 - Fax: 33 (0) 41 49 79 32
PRESS INFORMATION
REVIEW BY SECTOR
1
POWER TURBO-SYSTEMS/ENVIRONMENT
Power Turbo-Systems and Power Environment Sectors are now combined to reflect
the current management organisation.
Orders received in the first half of fiscal year 2004/05 amounted to €2.2
billion, an increase of 18%. Compared with last year, growth came primarily from
our Hydro and Environmental Control System businesses, whereas no large order
has been recorded in turbine and boiler turnkey projects. From a geographical
standpoint, the main contracts booked over the period were located in the US and
Asia.
In the first half of fiscal year 2004/05, sales at €1.8 billion were 28% lower
than in the first half of fiscal year 2003/04 . This reflects the exceptionally
low order intake booked one year ago.
Operating income was €(64) million in the first half of fiscal year 2004/05,
compared with €(105) million in the first half and €(146) million in the second
half of fiscal year 2003/04. Despite under-absorption of costs due to lower
sales, losses have been significantly reduced as a consequence of improved
project execution.
POWER SERVICE
Orders received for the first half of fiscal year 2004/05 at €1.7 billion were
30% higher than the first half of fiscal year 2003/04. The orders booked during
the period included several long term maintenance contracts, mainly in Europe
and Asia.
Sales at €1.4 billion for the first half of fiscal year 2004/05 grew steadily,
with an increase of 8% versus the first half of fiscal year 2003/04.
____________________
1 All comments are made on a comparable basis (same scope and exchange rate)
ALSTOM - 3 avenue André Malraux - 92300 Levallois (France)
- Tel: 33 (0) 1 41 49 27 13 - Fax: 33 (0) 41 49 79 32
PRESS INFORMATION
Operating income reached a record high at €232 million or 16.3% of sales in the
first half of fiscal year 2004/05 compared with €191 million or 14.4% of sales
in the first half of fiscal year 2003/04.
TRANSPORT
Orders received by Transport in the first half of fiscal year 2004/05 amounted
to €2.9 billion, an increase of 74%, compared with the first half of fiscal year
2003/04 which was particularly low.
Several large orders have been recorded in Europe, including a metro system in
Barcelona, locomotives in France and tram-trains in the Netherlands.
Sales at €2.5 billion increased by 8% in the first half of fiscal year 2004/05
compared with the first half of fiscal year 2003/04 .
The operating income for the first half of fiscal year 2004/05 amounted to €119
million or 4.8% of sales compared with €(31) million in the first half 2003/04
and €98 million in the second half of 2003/04. This steady increase was due to
the improvement of our project execution while the first half of last year was
impacted by significant losses in relation to our US Transport business.
MARINE
Orders received during the first half of fiscal year 2004/05 reached €1.1
billion mainly comprising of two cruise ships and a LNG tanker.
Sales were low at €274 million in the first half of fiscal year 2004/05, as for
most of the period, no cruise-ship was under construction. The main deliveries
in the first half of the year included a cruise-ship in May, and the fore half
of a naval assault ship in July.
Operating income was negative in the first half of fiscal year 2004/05 by €(34)
million. Adjustment of our production capacity is currently being implemented
but the low level of activity during the first half generated significant
under-absorption of charges.
ALSTOM - 3 avenue André Malraux - 92300 Levallois (France)
- Tel: 33 (0) 1 41 49 27 13 - Fax: 33 (0) 41 49 79 32
PRESS INFORMATION
POWER CONVERSION
Orders received in the first half of fiscal year 2004/05 amounted to €300
million, an increase of 38% compared with the first half of fiscal year 2003/04.
This improvement came mainly from the UK with the booking of one major order.
Sales at €257 million in the first half of fiscal year 2004/05 increased by 20%
compared with the first half of fiscal year 2003/04.
Operating income reached €17 million in the first half of fiscal year 2004/05, a
strong increase compared to the first half of fiscal year 2003/04, mainly due to
the success of cost reduction programmes and better project execution.
PROGRESS ON OPERATIONS
RESTRUCTURING PLANS
The restructuring plans announced in fiscal year 2003/04 are progressing
according to schedule; out of the planned 8,400 headcount reduction, 6,300 have
left the Group at end of September 2004.
Additional plans concerning 1,000 positions have been announced since March
2004, including one in Switzerland to adapt capacity in Power
Turbo-Systems/Environment, as well as other more limited adjustments in various
locations.
GT24/GT26
The commercial situation with respect to the 76 GT24/GT26 gas turbines sold a
few years ago continues to improve: as of today, 75 units are in commercial
operation and 1 is in commissioning. These units have accumulated over 1'100'000
hours at a high reliability level. Today, we have concluded commercial
settlements for 65 units, of which 50 are unconditional (as compared to 42
unconditional at March 2004).
The risks related to this GT24/GT26 issue have been further reduced. The
corresponding cash outflow is down to €206 million in the first half of fiscal
ALSTOM - 3 avenue André Malraux - 92300 Levallois (France)
- Tel: 33 (0) 1 41 49 27 13 - Fax: 33 (0) 41 49 79 32
PRESS INFORMATION
year 2004/05, a better than anticipated level and significantly below the €394
million spent during the same period of last year.
As customer confidence increases with these positive developments, we have been
selected for a new turnkey combined cycle project with associated long term
maintenance agreement including 4 GT26 in Thailand ; we expect to book the
corresponding order in the coming weeks.
OUTLOOK
On a comparable basis, orders for fiscal year 2004/05 should exceed the level of
fiscal year 2003/04, while sales should be down by approximately 5% as compared
to fiscal year 2003/04. Based on the encouraging performance of the first half
2004/05, we reiterate our forecast for the full year 2004/05 of an operating
margin between 3.5% and 4% and a free cash flow at approximately €(400) million.
We confirm our previously announced objectives for March 2006 to reach a 6 %
operating margin and a positive free cash flow.
- ends -
A FULL COPY OF THE MD&A DOCUMENT IS AVAILABLE ON ALSTOM'S WEBSITE, TOGETHER WITH
A FULL SET OF ACCOUNTS AND NOTES (WWW.ALSTOM.COM).
Press relations: G. Tourvieille /M. Boulot
(Tél. +33 1 41 49 27 13/ +33 1 41 49 29 36)
internet.press@chq.alstom.com
Investor relations: E. Châtelain
(Tél. +33 1 41 49 37 38)
Investor.relations@chq.alstom.com
M Communications: L. Tingström
Tel. + 44 789 906 6995
ALSTOM - 3 avenue André Malraux - 92300 Levallois (France)
- Tel: 33 (0) 1 41 49 27 13 - Fax: 33 (0) 41 49 79 32
PRESS INFORMATION
* * *
FORWARD-LOOKING STATEMENTS
This press release contains, and other written or oral reports and
communications of ALSTOM may from time to time contain, 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. Examples of such
forward-looking statements include, but are not limited to (i) projections or
expectations of sales, orders received, income, operating margins, dividends,
provisions, cash flow, debt or other financial items or ratios, (ii) statements
of plans, objectives or goals of ALSTOM or its management, (iii) statements of
future product or economic performance, and (iv) statements of assumptions
underlying such statements. Words such as "believes", "anticipates", "expects",
"intends", "aims", "plans", "are confident" and "will" and similar expressions
are intended to identify forward looking statements but are not exclusive means
of identifying such statements. By their very nature, forward-looking statements
involve risks and uncertainties that the forecasts, projections and other
forward-looking statements will not be achieved. Such statements are based on
management's current plans and expectations and are subject to a number of
important factors that could cause actual results to differ materially from the
plans, objectives and expectations expressed in such forward-looking statements.
These factors include: (i) the inherent difficulty of forecasting future market
conditions, level of infrastructure spending, GDP growth generally, interest
rates and exchange rates; (ii) the effects of, and changes in, laws,
regulations, governmental policy, taxation or accounting standards or practices;
(iii) the effects of currency exchange rate movements; (iv) the effects of
competition in the product markets and geographic areas in which ALSTOM
operates; (v) the ability to increase market share, control costs and enhance
cash generation while maintaining high quality products and services; (vi) the
timely development of new products and services; (vii) the results of ALSTOM's
restructuring and cost reduction programmes; (viii) continued validity of
ALSTOM's new Bonding Facility to obtain bonds in amounts that are sufficient to
meet the needs of our business; (ix) the timing of and ability to meet the cash
generation and other initiatives of the new action plan; (x) the results of the
investigations by the United States Securities and Exchange Commission's ("SEC")
and the French Autorite des Marches Financiers ("AMF"); (xi) the outcome of the
putative class action lawsuit filed against ALSTOM and certain of its current
and former officers; (xii) our ability to improve operating margins in a
timely manner and to progressively increase the after-sales service and
maintenance in our businesses; (xiii) the availability of external sources of
financing on commercially reasonable terms; (xiv) the inherent technical
complexity of many of ALSTOM's products and technologies and our ability to
resolve effectively, on time, and at reasonable cost technical problems,
infrastructure constraints or regulatory issues that inevitably arise, including
in particular the problems encountered with the GT24/GT26 gas turbines and the
UK trains; (xv) risks inherent in large contracts and/or significant fixed price
contracts that comprise a substantial portion of ALSTOM's business including in
contract execution; (xvi) the inherent difficulty in estimating future charter
or sale prices of any cruise ship in any appraisal of ALSTOM's exposure in
respect of Renaissance Cruises and ships that have been seized from Festival;
(xvii) the inherent difficulty in estimating ALSTOM's vendor financing risks and
other credit risks, which may notably be affected by customers' payment default;
(xviii) ALSTOM's ability to invest successfully in, and compete at the leading
edge of, technology developments across all of its sectors; (xix) the
availability of adequate cash flow from operations or other sources of liquidity
to achieve management's objectives or goals, including our goal of reducing
indebtedness; (xx) whether certain of ALSTOM's markets, particularly the Power
Turbo-Systems/Environment Sector, recover from their currently depressed state;
(xxi) the impact on customer confidence of ALSTOM's recent financial
difficulties, and its ability to re-establish this confidence; (xxii) the
effects of acquisitions and disposals generally and the outcome of claims
ALSTOM - 3 avenue André Malraux - 92300 Levallois (France)
- Tel: 33 (0) 1 41 49 27 13 - Fax: 33 (0) 41 49 79 32
PRESS INFORMATION
related to ALSTOM's disposals; (xxiii) the unusual level of uncertainty at this
time regarding the world economy in general; and (xxiv) ALSTOM's success in
adjusting to and managing the foregoing risks.
The foregoing list is not exhaustive; when relying on forward-looking statements
to make decisions with respect to ALSTOM, you should carefully consider the
foregoing factors and other uncertainties and events, as well as other factors
described in other documents ALSTOM files or submits from time to time with the
SEC and/or the AMF, including our Annual Report for the fiscal year ended 31
March 2004. Forward-looking statements speak only as of the date on which they
are made, and ALSTOM undertakes no obligation to update or revise any of them,
whether as a result of new information, future events or otherwise.
ALSTOM - 3 avenue André Malraux - 92300 Levallois (France)
- Tel: 33 (0) 1 41 49 27 13 - Fax: 33 (0) 41 49 79 32
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
HALF-YEAR ENDED 30 SEPTEMBER 2004
INTERIM CONSOLIDATED INCOME STATEMENTS
HALF-YEAR ENDED
30 SEPTEMBER YEAR ENDED
--------------------- 31 MARCH
NOTE 2003 2004 2004
-------- -------- --------
(IN € MILLION)
SALES (17) 8,854 6,402 16,688
OF WHICH PRODUCTS 6,602 4,511 12,786
OF WHICH SERVICES 2,252 1,891 3,902
Cost of sales (7,577) (5,408) (14,304)
OF WHICH PRODUCTS (5,805) (3,983) (11,353)
OF WHICH SERVICES (1,772) (1,425) (2,951)
Selling expenses (435) (271) (785)
Research and development expenses (239) (166) (473)
Administrative expenses (471) (324) (826)
-------- -------- --------
OPERATING INCOME (17) 132 233 300
Other income (expense), net (4) (397) (177) (1,111)
Other intangible assets amortisation (8) (31) (29) (60)
-------- -------- --------
EARNINGS (LOSS) BEFORE INTEREST AND TAX (17) (296) 27 (871)
Financial income (expense), net (5) (220) (185) (460)
-------- -------- --------
PRE-TAX LOSS (516) (158) (1,331)
Income tax (charge) credit (6) 29 (40) (251)
Share in net income (loss) of equity investments - - -
Minority interests (2) (3) 2
Goodwill amortisation (7) (135) (114) (256)
-------- -------- --------
(624) (315) (1,836)
======== ======== ========
NET LOSS
Earnings per share in Euro
Basic (2.2) (0.1) (4.1)
Diluted (2.2) (0.1) (4.1)
The accompanying Notes are an integral part of these Interim Consolidation Financial Statements.
INTERIM CONSOLIDATED BALANCE SHEETS
AT AT AT
NOTE 31 MARCH 1 APRIL 30 SEPTEMBER
2004 2004(1) 2004
-------- -------- -------
(IN € MILLION)
ASSETS
Goodwill, net (7) 3,424 3,424 3,309
Other intangible assets, net (8) 956 956 927
Property, plant and equipment, net 1,569 2,262 1,947
Investments in equity method investees and other
investments, net 160 160 136
Other fixed assets, net (9) 1,217 1,102 1,641
-------- -------- -------
TANGIBLE, INTANGIBLE AND OTHER FIXED ASSETS, NET 7,326 7,904 7,960
DEFERRED TAXES (6) 1,561 1,561 1,546
Inventories and contracts in progress, net 2,887 2,997 3,195
Trade receivables, net 3,462 3,462 3,569
Other accounts receivables, net 2,022 2,160 2,044
-------- -------- -------
CURRENT ASSETS 8,371 8,619 8,808
Short term investments 39 39 181
Cash and cash equivalents 1,427 1,427 1,409
-------- -------- -------
TOTAL ASSETS 18,724 19,550 19,904
======== ======== =======
LIABILITIES
SHAREHOLDERS' EQUITY 29 29 1,695
MINORITY INTERESTS 68 68 69
BONDS REIMBURSABLE WITH SHARES (12) 152 152 139
PROVISIONS FOR RISKS AND CHARGES (13) 3,489 3,484 3,275
ACCRUED PENSION AND RETIREMENT BENEFITS (14) 842 842 842
FINANCIAL DEBT (15) 4,372 5,199 3,998
DEFERRED TAXES (6) 30 30 36
Customers' deposits and advances 2,714 2,714 3,254
Trade payables 3,130 3,130 2,833
Accrued contract costs, other payables
and accrued expenses 3,898 3,902 3,763
-------- -------- -------
CURRENT LIABILITIES 9,742 9,746 9,850
======== ======== =======
TOTAL LIABILITIES 18,724 19,550 19,904
======== ======== ======
Commitments and contingencies (18)&(19)
---------------
(1) Amended opening balance sheet at 1 April 2004 pursuant to the first application of the Reglèment
CRC 2004-03. See Note 2 (a)
The accompanying Notes are an integral part of these Interim Consolidated Financial Statements.
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
YEAR ENDED HALF YEAR ENDED
31 MARCH 30 SEPTEMBER
2004 2004
------------------- -----------------
(IN € MILLION)
NET INCOME (LOSS) (1,836) (315)
Minority interests (2) 3
Depreciation and amortisation 726 290
Changes in provision for pension and retirement benefits, net 85 3
Net (gain) loss on disposal of fixed assets and investments (175) 1
Share in net income (loss) of equity investees (net of dividends received) - -
Changes in deferred tax 149 38
NET INCOME AFTER ELIMINATION OF NON CASH ITEMS
(1,053) 20
Decrease (increase) in inventories and contracts in progress, net 389 (231)
Decrease (increase) in trade and other receivables, net 770 (68)
Increase (decrease) in sale of trade receivables, net (267) (82)
Increase (decrease) in contract related provisions, (295) (103)
Increase (decrease) in other provisions, 113 1
Increase (decrease) in restructuring provisions, 271 (53)
Increase (decrease) in customers' deposits and advances (1) 556
Increase (decrease) in trade and other payables, accrued contract costs and
accrued expenses (985) (376)
CHANGES IN NET WORKING CAPITAL (2) (5) (356)
------------------- ------------------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (1,058) (336)
------------------- ------------------
Proceeds from disposals of property, plant and equipment 244 17
Capital expenditures (254) (57)
Decrease(increase) in other fixed assets (5) 125 (563)
Cash expenditures for acquisition of investments, net of net cash acquired (8) -
Cash proceeds from sale of investments, net of net cash sold (4) 1,454 340
------------------- ------------------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES 1,561 (263)
------------------- ------------------
Capital increase 1,024 1,995
Issuance (conversion) of Bonds reimbursable with shares 152 (13)
Dividends paid including minorities (3) (3)
------------------- ------------------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 1,173 1,979
------------------- ------------------
Net effect of exchange rate (7) (7)
Net effect of new accounting pronouncement (3) - (827)
Other changes (14) (48)
------------------- ------------------
DECREASE (INCREASE) IN NET DEBT 1,655 498
------------------- ------------------
NET DEBT AT THE BEGINNING OF THE PERIOD - (1) (4,561) (2,906)
------------------- ------------------
NET DEBT AT THE END OF THE PERIOD - (1) (2,906) (2,408)
=================== ==================
Cash paid for income taxes 75 40
Cash paid for net interest 251 134
(1) NET DEBT INCLUDES SHORT-TERM INVESTMENTS, CASH AND CASH EQUIVALENTS NET OF FINANCIAL DEBT.
(2) SEE NOTE 11
(3) EFFECT AT 1ST APRIL 2004 ON FINANCIAL DEBT PURSUANT TO THE FIRST APPLICATION OF THE RÈGLEMENT CRC 2004-03. SEE NOTES
2(A) AND 15.
(4) IN THE YEAR-ENDED 31 MARCH 2004, THE NET PROCEEDS OF € 1,454 MILLION ARE MADE OF:
- TOTAL SELLING PRICE OF € 1,977 MILLION INCLUDING A TOTAL AMOUNT OF € 1,927 MILLION FOR T&D SECTOR AND INDUSTRIAL
TURBINES BUSINESSES
- CONSIDERATION TO BE RECEIVED FOR A TOTAL AMOUNT OF € 263 MILLION OF WHICH € 214 MILLION ARE HELD IN ESCROW AT 31
MARCH 2004,
- NET CASH SOLD TO BE REIMBURSED BY THE ACQUIRERS AND SELLING COSTS OF € 260 MILLION.
IN THE HALF YEAR YEAR-ENDED 30 SEPTEMBER 2004, THE NET PROCEEDS OF € 340 MILLION ARE MADE OF:
- PROCEEDS OF € 41 MILLION FOR FORMER T&D AND INDUSTRIAL TURBINES ENTITIES NOT SOLD IN THE YEAR-END 31 MARCH 2004
(SEE NOTE 3)
- RELEASE OF € 56 MILLION FROM THE T&D AND INDUSTRIAL TURBINES ESCROW ACCOUNTS RETAINED AT 31 MARCH 2004.
- NET DEBT OF € 243 MILLION SOLD AS PART OF THE DISPOSAL OF ONE SPECIAL PURPOSE ENTITY IN THE TRANSPORT SECTOR (SEE
NOTE 3)
(5) IN THE HALF-YEAR ENDED 30 SEPTEMBER 2004, THE OUTFLOW RELATING TO OTHER FIXED ASSETS IS MAINLY DUE TO THE € 700
MILLION CASH DEPOSIT MADE TO SECURE THE NEW BONDING GUARANTEE FACILITY PROGRAMME PARTIALLY OFFSET BY REPAYMENT OF
OTHER LONG TERM DEPOSITS.
The accompanying Notes are an integral part of these Interim Consolidated Financial Statements.
INTERIM CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
NUMBER OF ADDITIONAL CUMULATED
OUTSTANDING PAID-IN RETAINED TRANSLATION SHAREHOLDERS'
SHARES CAPITAL CAPITAL EARNINGS ADJUSTMENT EQUITY
------------- ------- ---------- -------- ----------- ------------
( IN € MILLION )
AT 31 MARCH 2003 281,660,523 1,690 309 (916) (325) 758
Capital decrease (1) - (1,338) (309) 1,647 - -
Capital increase (2) 774,997,049 969 64 - - 1,033
Changes in cumulative translation - - - - 74 74
adjustments
Net income - - - (1,836) - (1,836)
------------- ------- ---------- -------- ----------- ------------
AT 31 MARCH 2004 1,056,657,572 1,321 64 (1,105) (251) 29
============= ======= ========== ======== =========== ============
Conversion of ORA (3) 9,398,251 11 2 - - 13
Conversion of TSDDRA (4) 240,000,000 300 - - - 300
Capital decrease (5) - (1,175) (64) 1,239 - -
Capital increase (6) 4,135,265,768 1,447 259 - - 1,706
Changes in cumulative translation - - - - (38) (38)
adjustments
Net income - - - (315) - (315)
------------- ------- ---------- -------- ----------- ------------
AT 30 SEPTEMBER 2004 5,441,321,591 1,904 261 (181) (289) 1,695
============= ======= ========== ======== =========== ============
o NET EQUITY MOVEMENT BETWEEN 1 APRIL 2003 AND 31 MARCH 2004
At 31 March 2003, the issued paid-up share capital of the parent company,
ALSTOM, amounted to €1,689,963,138 and was divided into 281,660,523 shares
having a par value of €6.
At the General Shareholders' Meeting held on 2 July 2003, it was decided
that no dividend be paid.
(1) The ALSTOM shareholders' equity at 31 march 2003 constituted less than 50 %
of its share capital. Therefore, in accordance with article L. 225-248 of
the French Code de commerce, the shareholders were requested, at the
General Shareholders' Meeting held on 2 July 2003, to decide not to
liquidate the company by anticipation. Further, it was decided at such
General Shareholders' Meeting, to reduce ALSTOM's share capital, due to
losses, from €1,689,963,138 to €352,075,653.75. This reduction in the share
capital was implemented through the reduction in the nominal value of
ALSTOM ordinary share from €6 per share to €1.25 per share.
(2) Subsequently, in November 2003, an issue of shares was made and 239,933,033
shares with a par value of €1.25 were subscribed.
In December 2003, an issue of bonds reimbursable into shares "OBLIGATIONS
REMBOURSABLES EN ACTIONS" was made and 643,795,472 bonds were subscribed at
€1.4 per bonds with a par value of €1.25. At 31 March 2004, 535,064,016
bonds were converted into shares on the basis of one share for one bond.
Related costs of €16 million (net of tax of €9 million) were charged
against additional paid-in CapITAL of €80 million.
At 31 March 2004, the share capital amounted to €1,320,821,965 consisting
of 1,056,657,572 shares witH a nominal value of €1.25 per share. All shares
are fully paid up.
At the General Shareholders' Meeting held on 9 July 2004, it was decided
that no dividend be paid.
o NET EQUITY MOVEMENT BETWEEN 1 APRIL 2004 AND 30 SEPTEMBER 2004
(3) During the period 9,275,231 bonds reimbursable into shares "Obligation
Remboursable en Actions" were converted into shares initially on the basis
of one share for one bond and as from 16 August 2004 following completion
of the capital increase with preferential subscription rights, on the basis
of an adjusted ratio of 1.2559 share for one bond, resulting in the issue
of 9,398,251 new shares (see Note 12)
(4) On 7 July 2004, following the European Commission's approval, the
subordinated bonds reimbursable with shares "Titres Subordonnés à Durée
Déterminée Remboursables en Actions" held by the French Republic were
repaid into 240,000,000 new shares at a par value of €1.25.
(5) The ALSTOM shareholders' equity at 31 march 2004 constituted less than 50%
of its share capital. Therefore, in accordance with article L. 225-248 of
the French Code de commerce, the shareholders were requested and agreed, at
the General Shareholders' Meeting held on 9 July 2004 not to liquidate the
company by anticipation. It was decided to reduce ALSTOM's share capital,
due to losses, from €1,631,815,076.25 to €456,908,221.35. This reduction in
the share capital was implemented through the reduction in the nominal
value of one ALSTOM ordinary share from €1.25 per share to €0.35 per share.
(6) On 12 and 13 August 2004, the Group closed two simultaneous capital
increases :
A capital increase with preferential subscription rights to be subscribed
either in cash or by set-off against certain of our outstanding debt was
subscribed for a total gross amount of €1,508 million As follows:
o €1,277 million gross amount consisting of 3,192,826,907 new shares
issued at €0.40 having a PAR VALUE of €0.35 subscribed in cash.
o €231 million gross amount consisting of 462,438,861 new shares issued
at €0.50 having a par value of €0.35, subscribed by set-off against
debt.
A second capital increase which was reserved for certain Group's creditors
to be subscribed by set off against certain of our outstanding debts was
subscribed for a total gross amount of €240 million consisting of
480,000,000 new shares issued at €0.50 having a par value of €0,35.
Related costs of €42 million (net of tax of €24 million) were charged against
additional paid in capital of €301 million.
At 30 September 2004, the share capital amounted to €1,904,462,556.85 consisting
of 5,441,321,591 shares with a nominal value of €0.35 per share. All shares are
fully paid up.
Next Section
Previous Section