Document Z4Ej8OwoRr4aO1vV3pyRnXkrO

REPORT OF MANAGEMENT The management of Cooper Industries is responsible for the preparation, integrity and fair presentation of the accompanying Consolidated Financial Statements The Consolidated Financial Statements have been prepared m accordance with generally accepted accounting principles and, as such, include amounts based on informed estimates and judgments of management Management also prepared the other information included in the Annual Report on Form 10-K for the year ended December 31, 2001, and is responsible for its accuracy and consistency with the Consolidated Financial Statements The Consolidated Financial Statements have been audited by an independent accounting firm, Ernst & Young LLP, which was given unrestricted access to all financial records and related data, mcludmg minutes of meetings of shareholders, the Board of Directors and committees of the Board Management believes that all representations made to the mdependent auditors during their audit were valid and appropriate Cooper maintains a system of mtemal control designed to provide reasonable assurance to Cooper's management and Board of Directors that assets are safeguarded against loss, transactions are authorized, executed and recorded in accordance with management's instructions, and accounting records are reliable for preparing published financial statements The system of mtemal control mcludes a documented organizational structure and division of responsibility, regular management review of financial performance and mtemal control activities, comprehensive written pohcies and procedures (mcludmg a code of conduct to foster a sound ethical climate) that are communicated throughout Cooper, and the careful selection, training and development of employees Cooper's mtemal audit department monitors the operation of the mtemal control system and reports findings and recommendations to management and the Audit Committee of the Board of Directors Prompt corrective action is taken to address control deficiencies and other opportunities for improving the mtemal control system The Audit Committee of the Board of Directors, which is composed entirely of directors who are not employees of Cooper, meets periodically with management, the mdependent auditors, and the director of mtemal audit to discuss the adequacy of mtemal control and to review accounting, reporting, auditmg and other mtemal control matters The mtemal and mdependent auditors have unrestricted access to the Audit Committee H John Riley, Jr Chairman, President and ChiefExecutive Officer D Bradley McWilliams Senior Vice President and ChiefFinancial Officer Jeffrey B Levos Vice President and Controller and ChiefAccounting Officer F-l