Document VJ6ZaY1MyG0kYb9Zdvq2Je528

REPORT OF INDEPENDENT AUDITORS The Board of Directors and Shareholders Cooper Industries, Inc We have audited the accompanying consolidated balance sheets of Cooper Industries, Inc as of December 31, 2001 and 2000, and the related consolidated income statements and statements of shareholders' equity and cash flows for each of the three years m the period ended December 31, 2001 These financial statements are the responsibility of the Company's management Our responsibility is to express an opmion on these financial statements based on our audits We conducted our audits m accordance with auditing standards generally accepted m the United States Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement An audit includes examining, on a test basis, evidence supporting the amounts and disclosures m the financial statements An audit also mcludes assessmg the accounting principles used and significant estimates made by management, as well as evaluatmg the overall financial statement presentation We believe that our audits provide a reasonable basis for our opmion In our opmion, the financial statements referred to above present fairly, m all material respects, the consolidated financial position of Cooper Industries, Inc at December 31, 2001 and 2000, and the consolidated results of its operations and its cash flows for each of the three years m the period ended December 31, 2001, in conformity with accounting principles generally accepted m the United States ERNST & YOUNG LLP Houston, Texas January 23, 2002, except for Note 20, as to which the date is February 13, 2002 F-2