CAP GEMINI ERNST & YOUNG
2001 audited final results

Paris, February 21, 2002

The Board of Directors of Cap Gemini S.A., which met on February 20, 2002 in Paris and was chaired by Serge Kampf, examined the final and audited financial statements of the Cap Gemini Ernst & Young Group for the fiscal year ending December 31, 2001, and these are in line with the indications provided on December 12, 2001:

(*) 2000 proforma consolidated figures take into account the consulting activities of Ernst & Young retroactively from January 1st 2000 (the merger was approved by the May 23, 2001 Shareholders Meeting).

• 2001 Group consolidated revenue is up 21.4% on last year. Compared to 2000 on a proforma basis, it shows a slight decrease at current rates and structure (-0.6%), but a slight increase at constant rates and structure (+0.3%) ;
• operating income, which is significantly down compared to 2000, represents 5% of 2001 revenue;
• restructuring expenses amount to € 181 million in 2001 (€ 85 million in the first half and €96 million in the second half);
• Group net income exclusive of minority interests represents 1.8% of revenue in 2001 compared to 6.2% in 2000 (and 6.5% in 2000 proforma financial statements).

The Group’s consolidated balance sheet is summarised below :

As far as long term assets are concerned, it should be noted that:

• capital expenditure of € 237 million, and the acquisition of the additional 5.6% interests in the Group’s Dutch subsidiary Cap Gemini N.V. (€ 139 million of goodwill) together with amortization (€ 217 million) are the key factors explaining the change in tangible assets value;
• the long term deferred tax asset has increased by € 77 million to € 863 million, and mainly results from the Group’s tax benefit in North America.

As far as cash flow is concerned:

• the significant decrease in the value of the accounts and notes receivable to € 2,176 million, from € 2,312 million as at December 31, 2000 and € 2,716 million as at June 30, 2001, contributes to the strong operating cash-flow in the second half of 2001 (€ 409 million), as well as to the decrease in current assets;
• cash & cash equivalent amounts to € 875 million as at December 31, 2001 (€ 1,003 million as at December 31, 2000). Given the very low level of debt, the Group’s net cash position amounts to € 698 million as at December 31, 2001 versus € 362 million as at June 30, 2001 and € 849 million as at December 31, 2000.

The Board of Directors also examined the financial statements of Cap Gemini S.A.. Aligning the North American corporate structures to the operational organization led to a revision of the book value of the related subsidiaries, and therefore of all the interests accounted for in the financial statements of Cap Gemini S.A. (in particular the value of the interests in the American subsidiary), accounted at the time of the Ernst & Young Consulting acquisition on the basis of Cap Gemini S.A.’s share price of € 220. These book values have been revised, bringing the total amount of Cap Gemini S.A.’s assets from € 13.7 billion to € 11.6 billion. This has no impact on the Group’s consolidated accounts.

Finally, the Board of Directors has decided to propose to the Ordinary Shareholders’ Meeting, to take place on April 25, 2002, the distribution of a 2001 dividend of € 0.40 per share, that is a 33% pay-out ratio in line with the Group’s distribution policy over the last years.

As for the current situation, the Board of Directors notes that the Group has succeeded in remaining profitable in 2001 in what was an extremely difficult market, implementing restructuring measures which significantly reduced operating costs and prepared it to enter 2002 in the best possible condition. The Group therefore begins the year with a headcount of approximately 56,500, that is 3,000 less than on January 1^st, 2001.

The business rebound is however expected to be deferred due to the low level of bookings in the second half of 2001. The fourth quarter in general benefits from a strong positive seasonal effect which did not occur this time. First quarter revenue will therefore be significantly lower than both the first and fourth quarters of 2001.

After a period given over to cost adjustment in 2001, the Group will now concentrate its efforts on improving sales performance, assisted in that by the fact that many clients who had suspended projects have begun to re-launch them based on new budgets approved for 2002. Also, certain business sectors remain very dynamic (energy and utilities, the public sector, health, the pharmaceutical industry,…) and should compensate for the temporary slowdown in demand in telecommunications and financial services. Outsourcing is progressing fast and the launch of SOGETI will enable a gain of market share in the professional services business.

The Group’s objective is to recover growth and make significant improvement in operating margin as quickly as possible. In both cases, the real turnaround cannot be expected before the middle of this year.

Paul Hermelin, the new Chief Executive Officer, confirmed to the Board of Directors that the Group has the potential to benefit from any improvement seen in the market and to progressively recover the same level of operating margin as that reached in previous years.