Annual Results Fiscal Year 2002 1 April 2001 - 31 March
2002

ALSTOM, the global
specialist in energy and transport
infrastructure, today presents its results for
fiscal 2002, which are in line with the
guidance given at the strategy presentation on
14 March 2002:

• Year-end order
  book: 35.8bn (19 months of
  sales)
• Order intake:
  22.7bn (2001: 25.7bn)
• Sales:
  23.4bn (2001: 24.6bn)
• Operating
  income: 941m (2001:
  1,151m)
• Operating
  margin: 4.0pc (2001: 4.7pc)
• Net income
  before goodwill: 211m (2001:
  564m)
• Net loss after
  goodwill: 139m (2001: net income
  204m)
• Net financial
  debt at year-end: 2.1bn (in line with
  end-Sept 01 level)
• No dividend to
  be paid
• Restore
  Valueplan launched on
  14 March to reduce debt, improve margins &
  cashflow on track
• Philippe
  Jaffré appointed Chief Financial Officer
  from 3 July

Commenting on the
results Pierre Bilger, Chairman & Chief
Executive Officer, said:

'Our results and
our share price performance in fiscal year 2002
were unsatisfactory. Operating income and
cashflow were negatively impacted primarily by
difficulties encountered in the introduction of
some of our heavy-duty gas turbines, in
deliveries of regional trains in the UK, and by
the bankruptcy of the US cruise-ship operator,
Renaissance Cruises. Moreover, after four years
of growth through acquisition which allowed us
to build strong positions in the global energy
and transport markets, our balance sheet has
become stretched.

'We have taken
steps to address these issues, launching a
detailed action plan, Restore Value, to
strengthen our balance sheet, reduce our debt
and significantly improve cash generation and
operating margins. The Executive Committee and
Management throughout the Company have fully
participated in defining the Restore Value
goals and are committed to their
achievement.

'We have already
made progress towards achieving our objectives.
We have consolidated and strengthened our lines
of credit and their terms have been
renegotiated. Our net debt and our gearing at
the end of March 2002 have been stabilised at
September 2001 levels; and we are actively
implementing our real estate sales and non-core
business disposal programmes. Finally, it
remains our intention to make a capital
increase through a rights issue as soon as
possible, subject to market conditions.
Cumulatively, these actions should generate
proceeds in the range of 2.1 billion by
March 2003.

'In this context,
it is with great regret that the Board felt it
appropriate to propose to the Shareholders
Meeting not to pay a dividend this year.

'Despite the
difficulties which Restore Value addresses,
ALSTOM today is a global Company with a focused
and geographically well-balanced portfolio of
businesses, enjoying leading market positions
and all now owning the key technologies
necessary for their future development. In
addition, during the last fiscal year, our
orderbook remained strong, while cost reduction
measures and quality improvement initiatives (
Quality Focus 6 Sigma) were actively
implemented.

'Over the next
three years our efforts will be focused on
achieving operational excellence. ALSTOM will
rightly be judged on its success in meeting the
goals of
Restore Value: an operating margin of 6
per cent, cashflow equal to EBIT and a gearing
of 20 per cent by March 2005. I am absolutely
confident that our plan is achievable, that
these goals will be met and that value will be
restored.'

Summary Income
Statement

Other Key
Indicators

FINANCIAL REVIEW

Orders &
Sales: Analysis by Sector

Comparable basis
adjustments: Adjustments have been made to
evaluate orders received and sales on a
comparable basis by excluding material
acquisitions made during fiscal year 2002
(Bitronics Inc., Ansaldo Coemsa SA and Railcare
Ltd) from results reported at 31 March 2002.
Material disposals made during fiscal year 2002
(Contracting and GTRM) have also been excluded
from the comparable figures disclosed at 31
March 2001 and at 31 March 2002. For Fiat
Ferroviaria, 51% of which was acquired in
fiscal year 2001 and which was fully
consolidated as of October 2000, the figures
have been removed from both fiscal year 2001
and 2002. For Power, comparable figures have
been calculated to illustrate the estimated
effects of the full consolidation of ABB ALSTOM
Power, as if the acquisition of ABB's 50%
interest had occurred on 1 April 2000.

The figures for
fiscal years 2001 and 2002 represent the orders
received and sales of the overseas entities in
Australia, New Zealand, South Africa and India
not allocated to the Sectors.

Orders received
during fiscal year 2002 decreased due to the
disposal of our Contracting Sector and GTRM and
the lack of significant Marine orders following
an exceptionally strong fiscal year 2001. Power
orders received decreased. This was partly
offset by an increase in Transport and
T&D.

Orders &
Sales: Analysis by Geographic Region

In fiscal year
2002, the geographic breakdown was generally
the same as in the prior fiscal year. Europe
remained the most important region in terms of
orders received, with 45% of total orders,
although this amount of orders (on an absolute
basis) was 12% lower than in fiscal year 2001.
This reduction resulted mainly from the
disposals of Contracting and GTRM, each of
which had a large presence in Europe,
especially in the UK, Germany and France, and
from a decline in orders for Power projects in
this region during fiscal year 2002. North
America represented 23% of total orders
received, compared with 25% in fiscal year
2001.

Operating Income
& Margin

The figures for
fiscal years 2001 and 2002 represent operating
results due to the overseas entities, the
internal sales network and corporate
costs.

Operating income
decreased to 941 million in fiscal year
2002 versus 1,151 million in fiscal year
2001.The major factors were:

• continued
  operating profit improvements in Power,
  reflecting cost savings and increased focus
  on higher-value business;
• the significant
  decrease in T&D operating margin as a
  result of pricing pressure, despite an
  increase in sales;
• the significant
  decrease in operating margin in Transport due
  to delivery problems on our UK regional train
  contracts;
• lower sales
  volume and a lower margin in Marine compared
  with fiscal year 2001; and
• reduced
  operating income due to the sale of the
  Contracting Sector.

Other income
(expenses)

During fiscal year
2002 we incurred other expenses of 477
million, compared with 256 million
during fiscal year 2001. This increase was
mainly due to higher restructuring expenses of
approximately 150 million and a
90 million provision for Marine vendor
financing, partly offset by capital gains.
Other income and expenses included: gain on
disposal of fixed assets and investments;
restructuring costs; pension costs; employee
profit sharing; and securitisation.

Goodwill and
other acquired intangible assets
amortisation

Amortisation of
goodwill and other acquired intangible assets
amounted to 350 million in fiscal year
2002, compared with 360 million in
fiscal year 2001. The slight decrease was
mainly due to the disposals of Contracting and
GTRM.

Financial
income (expense)

Our net financial
expenses in fiscal year 2002 were 207
million versus 116 million in fiscal
year 2001.

The major impact
on financial expenses for fiscal year 2002 was
the substantially higher level of net debt
versus fiscal year 2001 and higher other
financial items.

Income
tax

Income tax for
fiscal year 2002 amounted to 10 million,
at an effective rate of 4%, compared with
174 million in fiscal year 2001. The low
tax charge for fiscal year 2002 was primarily
due to the recognition of deferred tax income
of 87 million.

Net
Income/Loss

The net loss after
goodwill in fiscal year 2002 amounted to
139 million, compared with net income of
204 million in fiscal year 2001.

Balance
Sheet

Shareholders Equity

At 31 March 2002
shareholders equity amounted to
1,752 million, or 1,844 million
including minority interests, compared with
2,090 million at 31 March 2001 or
2,193 million including minority
interests. The decline was due to the net loss
for fiscal year 2002 and the payment of
dividends for fiscal year 2001, coupled with
the negative impact of cumulative translation
adjustments.

Financial
debt

We define net
financial debt as financial debt minus
short-term investments, cash and cash
equivalents.

Net financial debt
at 31 March 2002 was 2,064 million,
compared with 2,054 million at 30 September
2001, and with 1,633 million at 31 March
2001. The increase for fiscal year 2002 was due
mainly to the net cash outflow from operations
described below.

Cashflow

Consolidated
statement of cash flows

Cash flow from
operating activities

Net cash provided
by operating activities for fiscal year 2002
was affected by the net loss of the year and by
a net outflow from changes in working capital
of 759 million, to produce a net outflow
of 418 million.

Movements in
working capital were due to reductions in
customer deposits and advances and provisions.
This was partially offset by increases in trade
payables and securitisation and also by a
reduction in trade and other
receivables.

Cash flow from
investing activitieswas 124
million in fiscal year 2002. This includes
772 million from the sale of investments,
principally Contracting and GTRM, together with
disposals of plant and equipment.

Cash outflow from
financing activitieswas 136
million, reflecting dividends paid.

Board
resolutions

It will be
proposed to the Shareholders Meeting
called to approve the accounts for the fiscal
year 2002 to nominate a new director, Mr
Georges Chodron de Courcel, to renew Mr James
B. Cronins directorship and, to reduce
from six to four years directorships
terms starting for these nominations.

It will also be
proposed to the Shareholders Meeting
that the Articles of Association be updated to
conform to amended French Company Law relating
to new corporate governance regulations which
provides the Board of Directors with the option
to choose the general management structure of
the Company.

This press release
should be read in conjunction with the Chairman
& CEOs statement to shareholders and
with the Companys Operating and
Financial Review and Prospects for fiscal year
2002. These documents are all available on
ALSTOMs website atwww.alstom.com.

Contacts :

Press
enquiries:

G. Tourvieille / S. Gagneraud


(Tel. +33 1 47 55 23 15)


internet.press@chq.alstom.com

Investor
relations:

Rob Shaw (Tel. +33
1 47 55 25 78)


investor.relations@chq.alstom.com

Internet:
http://www.wcm.alstom.com

Safe
Harbour

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, 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' and 'will' and similar expressions are
intended to identify forward-looking statements
but are not the 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 in addition
to the factors included in the press release:
(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
competition in the product markets and
geographic areas in which ALSTOM operates; (iv)
the ability to increase market share and
control costs while maintaining high quality
products and services; (v) the timely
development of new products and services; (vi)
the inherent technical complexity of many of
ALSTOM's products and technologies and the
ability to resolve effectively and at
reasonable cost technical problems that
inevitably arise, including in particular the
problems encountered with the GT24/26 gas
turbines; (vii) risks inherent in large
contracts that comprise a substantial portion
of ALSTOM's business; (viii) the effects of
acquisitions and disposals; (ix) the ability to
invest in successfully, and compete at the
leading edge of, technology developments across
all of ALSTOM's Sectors; (x) 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 (xi) timing of completion
of the actions focused on cash generation
contemplated in ALSTOM's 'Restore Value'
programme; (xii) the inherent difficulty in
estimating future charter or sale prices of any
relevant cruise-ship in any appraisal of the
exposure in respect of the Renaissance matter;
(xiii) the inherent difficulty in estimating
ALSTOM's exposure to vendor financing which may
notably be affected by customers' payment
default; (xiv) the unusual level of uncertainty
at this time regarding the world economy in
general; and (xv) ALSTOM's success at adjusting
to and managing the risks of the foregoing.
ALSTOM cautions that the foregoing list of
important factors is not exhaustive; when
relying on forward-looking statements to make
decisions with respect to ALSTOM, investors and
others should carefully consider the foregoing
factors and other uncertainties and events, as
well as other factors described in other
documents ALSTOM files from time to time with
the Commission des Opérations de Bourse
and with the Securities and Exchange
Commission, including reports on Form 6-K.
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.