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Assystem : first half 2006 results

• Strong revenue growth: +27.4% at 330.2 million euros
• Operating income for the first half 2006 down at 12.6 million euros
• Operating margin objective for H2 2006 close to that of H2 2005
• Operating income target for 2006: 38 to 42 million euros

Paris, October 2, 2006 - Assystem S.A. (ISIN: FR0000074148 - ASY), a leading company in Innovation, Engineering and Consultancy, today reported results for the six-months period ended June 30, 2006.

In million euros H1 2006 H1 2005 Change(%)

Key items of income statement
Revenue 330.2 259.2 +27.4%

Current operating income 11.7 16.1 -27.3%
Operating income 12.6 16.0 -21.3%
Operating margin 3.8% 6.2%

Net income – Group share 6.8 8.8 -22.7%
Key items of balance sheet
Net debt 85.7 64.9 +32.0%
Shareholders’ Equity 137.2 113.3 +21.1%
Per share data (in euros)
Earnings per share 0.37 0.46 -20.0%
Diluted earnings per share 0.31 0.40 -24.2%

Commenting on the performance for the first half 2006, Dominique Louis, Chairman of the Management Board, said: “The transformation of Assystem into a fully-integrated international company progressed well, despite the disruptions which impacted operating income. The strong organic growth, in excess of 13%, significant commercial wins, notably in the nuclear industry, and market trends, validate our strategy. Our priority for the second half 2006 is to restore the operating margin to a level close to that of
last year. For the medium term, we maintain our objective to become a global player in engineering andparticipate actively to industry consolidation.”

Detailed review of the Group’s income statement
Revenue for the first half 20061 was up 27.4% reflecting rapid development of international activities and strong organic growth (+13.6%) in almost all business units.
Operating income was down 21.3% at 12.6 million euros and operating margin came at 3.8%
compared with 6.2% a year ago. This decrease is mostly due to Assystem France2. It is attributable to disruptions resulting from the organisational changes implemented simultaneously within the Group, notably the grinding of the vertical international organisation and the deployment of an ERP3. In France, the business units Technologies & Systems and Telecoms & Networks have been particularlyimpacted during the first half.
Assystem Facilities which provides industrial operation management services achieved strong revenue growth (+22.4%) and increased substantially its contribution to operating income.
International activities also performed well during the period under review. They account now for 34.2% of revenue and their contribution to operating income (before overheads) grew 74% year-overyear at 7.5 million euros over the first half 2006.

Net financial items were stable year-over-year at -2.3 million euros. With a tax rate of 35.6%, netincome, Group share, came at 6.8 million euros.

Balance sheet and cash flow

The financial structure remains strong:
o Current available net cash4 amounts to 23.9 million euros at June 30, 2006.
o The gearing comes at 62% and the net debt to current EBITDA5 ratio stands at 1.936, given a net debt of 85.7 million euros as of June 30, 2006.
o The financial debt is mainly due in March 2011.
Furthermore, the Group benefits from a potential source of cash valued at 15.4 million euros at the current share price7. It includes the market value of treasury shares, net of the proceeds from exercising stock options related to stock options purchase plans, and the proceeds from stock options related to stock options subscription plans which expire in October 2007.
Net cash outflow from operations (8.4 millions euros after interests) reflects an increase in working capital requirement in relation with the Group’s strong organic growth. The days of sales outstanding ratio improved by 2 days compared with the second half 2005. Corrective measures have been reinforced; they are expected to lead to further improvement over the second half 2006.

Post-closing events

The successful tender offer8 on redeemable share warrants 2012 lead to reduce substantially the dilution pending. The 4,892,734 redeemable share warrants tendered with a success rate of 89.7% have been swapped against 2,446,367 new shares and 4,892,734 redeemable share warrants 2013 with a strike price of €35. Subsequently, the capital was composed of 21.5 millions common shares and a reduced number of dilutive instruments (see table below).
1 See press release issued August 3, 2006.
2 Assystem France comprises activities of 13 old legal entities of the Group in France which were merged together between January and june 2005.
3 Entreprise Ressource Planning
4 Cash and cash equivalents, net of current financial debt.
5 Current EBITDA is defined as operating income + depreciation + net provisions.
6 12-month rolling.
7 Based on closing share price at September 29, 2006: €17.15
8 See prospectus n° 06-260 filed with the AMF on July 12, 2006, and press releases dated June 30, 2006, and September 15, 2006.

Changes in consolidation scope
On June 30, 2006, Assystem disposed of OSI, one of its subsidiaries in Canada, specialized in information technology and in enterprise networks (revenue of 12.6 million euros in 2005).
On September 15, 2006, the Group also divested two activities based in Spain, specialized in management information systems (revenue of 3.5 million euros in 2005).

Outlook

Given the current portfolio of projects, the business outlook remains favourable for the second half 2006. The Group anticipates a significant recovery in its operating margin in the second half 2006: this should result from the decision to pause before continuing with the Group’s transformation, in order to refocus managers on operations.
The Group financial objectives for fiscal year 2006 are therefore:
�� Revenue in the range of 665 to 675 millions euros (corresponding to organic growth between 12.5% and 14.5%),
�� Operating income in the range of 38 to 42 millions euros.

Appointment
M. Gilbert Vidal, deputy Chief Financial Officer of Areva since 2001, and formerly Chief Financial Officer of Framatome, will be appointed Chief Financial Officer of Assystem. This will be effective mid-december 2006. His appointment to the Management Board will be at the Agenda of the Supervisory Board december meeting.
He will replace M. Pierre-Yves Crespel who will become Chief Financial Officer of Alyotech, a company founded by M. Carlos Bedran, in which Assystem holds a minority stake.

Financial calendar

November 7, 2006, after market close: revenue for the third quarter ended September 30, 2006.

Assystem is a European-scale company and leader in the sphere of Innovation Engineering and Consultancy. The group focuses its activities on the application of technologies in innovative products, production processes and infrastructures. Assystem has a workforce of more than 8,500 workers and conducts approximately 35% of its business outside France (in 16 countries).
Assystem S.A. – EuronextParis - Code ISIN : FR0000074148
Contact for analysts and investors: Jean-François Lours. Tel: +33 1 55 65 03 10
www.assystem.com
Contact for media: Cyril Levy-Pey. RLPV Conseil
Tél : +33 1 42 70 31 29 - Port : +33 6 08 46 41 41 - Email : levy-pey@rlpv.com
APPENDICES
Information on Capital
Number of shares 30/06/2005 30/06/2006 30/09/2006
Ordinary shares outstanding 19 024 142 19 054 746 21 501 113
Treasury shares 746 695 610 677 652 895
Number of redeemable subscription warrants 2007
(strike price: €40.50)
682 160 682 160 682 160
Number of redeemable subscription warrants 20129
(strike price: €10.15)
5 565 641 5 453 537 560 803
Number of redeemable subscription warrants 201310
(strike price: €35)
0 0 4 892 734
Stock options related to stock options subscription
plans11
1 309 715 837 309 837 309
Stock options related to stock options purchase
plans12
N/A 439 111 439 111
Share ownership structure as of September 18, 200613
In percentage Number of shares Voting rights
HDL / Dominique Louis 18.8 26.6
Caisse des Dépôts et Consignations 16.4 15.0
H2DA14 2.5 2.3
Managers 2.9 3.4
Employee Savings Scheme 1.1 1.1
Free Float 55.3 51.6
Treasury stock 3.0 0.0
Revenue by region:
In million euros H1 2006 H1 2005 Change (%)
France 217.4 200.7 +8.4%
Europe 102.2 49.3 +107%
Other regions 10.6 9.2 +15%
Total 330.2 259.2 +27.4%
Contribution to operating income by region:
In million euros H1 2006 H1 2005 Change (%)
France 9.2 14.6 -37%
Europe 7.5 4.3 +74%
Other regions (0.3) 0.8 NM
Corporate overheads & miscellaneous (3.8) (3.7) NM
Total 12.6 16.0 -21%
9 Parity: 1.13 since September 18, 2006 (vs. 1.00 as of June 30, 2006), Maturity date: March 31, 2012, Enforcement
call starting date: January 31, 2009, Enforcement call price: €17.5.
10 Parity: 1.13 since September 18, 2006 (vs. 1.00 as of June 30, 2006), Maturity date: July 31, 2013, Enforcement
call starting date: July 31, 2010, Enforcement call price: €52.5.
11 With strike price comprised between €4.53 and €13.19.
12 With strike price comprised between €6.85 and €17.53; On September 30, 2006, 404 825 options were in the
money.
13 Based on information brought to the knowledge of the Company.
14 Held by HDL and executive board members.
BALANCE SHEET
In millions of euros
Assets 30/06/06 31/12/05
Goodwill 99.8 103.1
Intangible assets 10.2 8.7
Tangible assets 13.6 12.4
Investment property 0.7 0.7
Investments in associates 5.9 2.5
Available-for-sale assets 0.6 2.2
Other non-current financial and derivative assets 2.6 2.7
Deferred tax assets 4.2 4.9
Total non-current assets 137.6 137.2
Trade receivables 281.8 271.8
Other receivables 35.2 23.9
Corporate income tax receivables 5.4 1.0
Other current financial and derivative assets 5.1 0.8
Cash and cash equivalent 47.0 59.2
Current assets 374.5 356.7
TOTAL ASSETS 512.1 493.9
Liabilities 30/6/06 31/12/05
IFRS IFRS
Share capital 19.0 19.0
Capital reserves 80.0 79.8
Consolidated reserves and retained earnings 31.5 8.7
Net income 6.7 26.5
Equity attributable to equity holders of the parent 137.2 134.0
Minority interest
Total equity 137.2 134.0
Convertible loan notes 75.4 74.9
Other non-current financial liabilities and derivative financial instruments 34.1 34.6
Provisions 1.7 2.4
Retirement benefit obligation 6.7 6.8
Other non currents liabilities 0.3 0.9
Deferred tax liabilities 3.4 0.2
Non-current liabilities 121.6 119.8
Other current financial liabilities and derivative financial instruments 23.1 17.2
Provisions 10.7 10.1
Trade payables 44.3 46.3
Current tax liabilities 1.2 4.0
Other payables 174.0 162.5
Current liabilities 253.3 240.1
TOTAL EQUITY AND LIABILITES 512.1 493.9
INCOME STATEMENT
In millions of euros 30/06/06 30/06/05
Sales 330.2 259.2
Employee expenses (229.7) (176.2)
Taxes and duties tax (4.0) (2.8)
Depreciation and provisions (5.5) (3.0)
Other operating costs (79.3) (61.1)
Current operating profit 11.7 16.1
Other operating revenues 8.7
Other operating expenses (7.8) (0.1)
Operating profit 12.6 16.0
Share of profit of associates 0.1 0.1
Net borrowing costs (1.7) (1.5)
Other financial income and expenses (0.6) (0.8)
Profit for the period from continuing operations
before tax 10.4 13.8
Income tax expenses (3.7) (5.0)
Profit for the period from continuing operations 6.7 8.8
Profit for the period from discontinued operations - -
Consolidated income for the period 6.7 8.8
Attributable:
To Assystem SA 6.8 8.8
To minority interests (0.1) -
In euros
Basic earnings per share 0.37 0.46
Diluted earnings per share 0.31 0.40
Basic earnings per share from continuing operations 0.37 0.46
Diluted earnings per share from continuing operations 0.31 0.40
Earnings per share from discontinued operations - -
CASH FLOW STATEMENT
In millions of euros 30/06/06 30/06/05
CASH FLOW FROM OPERATIONS
Consolidated income for the period 6.7 8.8
Non-cash and non-operating income 7.4 8.1
Change in working capital requirement (13.2) (33.1)
Tax paid (7.6) (2.8)
Cash flows from operations (6.7) (19.0)
CASH FLOW FROM INVESTING ACTIVITIES
Purchase of fixed assets, net of change in trade payables (5.9) (4.2)
Proceeds from sale of fixed assets, net of change in trade receivables 0.2
(5.7) (4.2)
Net purchases of securities (7.5) (29.4)
Net sales of securities 3.3
(4.2) (29.4)
Loans to companies classified as available-for-sale investments (0.3)
CASH FLOW FROM FINANCING ACTIVITIES (10.2) (33.6)
OPERATIONS DE FINANCEMENT
Bond issues 27.5
Bond repayments (0.7) (0.6)
Interest paid (1.6) (1.5)
Dividends paid to shareholders in parent company
Capital increases 0.3 1.8
Purchase of treasury shares
Proceeds from sale of treasury shares, net of tax 1.0 (21.6)
CASH FLOWS FROM FINANCING ACTIVITIES (1.0) 5.6
Variation in cash (17.9) (47.0)
Cash at beginning of period 43.7 88.6
Effect of non-cash items and exchange rate fluctuations 0.3 0.1
Variation in cash (17.9) (47.0)
Cash at end of period 26.1 41.7  

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