APC 2006 Annual Report Download - page 176

4. Auditors' report on
the pro forma financial statements
Free translation of the original report in French.
To the Shareholders,
In our capacity as Statutory Auditors of Schneider
Electric SA, and as required by regulation 809/2004/EC,
we present below our report on the combined con-
densed pro forma financial information under IFRS for
2006 (hereafter referred to as "the pro forma informa-
tion") prepared by Schneider Electric SA in connection
with the share issue intended to finance part of the
planned acquisition of APC in the United States. This
information is presented in section 11.7 of the Offering
Memorandum dated March 7, 2007.
The pro forma information was prepared under the
supervision of the Schneider Electric SA Management
Board in accordance with regulation 809/2004/EC on
the basis of Schneider Electric SA’s audited consoli-
dated financial statements for the year ended Decem-
ber 31, 2006 and APC’s unpublished, unaudited con-
solidated financial statements for the same period.
The pro forma information was prepared solely to illus-
trate how the acquisition of APC shares might have
affected Schneider Electric SA’s assets and liabilities
and earnings for the year ended December 31, 2006
had the transaction been undertaken on January 1,
2006. Because of its nature, this information address-
es a hypothetical situation and, therefore, does not
represent the Company’s actual financial position or
results.
It is our responsibility to report our conclusions, based
on our review, on the manner in which the pro forma
information was compiled, as required by regulation
809/2004/EC, Annex II, Point 7.
We performed our work in accordance with profession-
al standards in France. Our review, which did not
include an examination of the underlying financial
information used to establish the pro forma informa-
tion, primarily consisted of (i) ensuring that the basis
on which the pro forma information was compiled cor-
responded to the source documents described in the
notes to the pro forma financial statements; (ii) exam-
ining evidence supporting the absence of pro forma
adjustments; and (iii) interviewing Schneider Electric
SA’s senior management to obtain the information and
explanations we deemed necessary.
In our opinion:
The pro forma information has been properly com-
piled on the basis stated in note 11.7.1 of the Offering
Memorandum dated March 7, 2007.
The basis is consistent with (i) the accounting poli-
cies used by Schneider Electric to prepare its consoli-
dated financial statements for the year ended Decem-
ber 31, 2006 in compliance with the IFRSs adopted by
the European Union, and (ii) the accounting policies
used by APC to prepare its consolidated financial
statements for the year ended December 31, 2006 in
accordance with US GAAP. As explained in note 11.7.3
of the Offering Memorandum dated March 7, 2007, no
adjustments have been made at this stage with
respect to differences between IFRS and US GAAP.
Without qualifying our opinion, we draw attention to
note 11.7.1 of the Offering Memorandum dated March
7, 2007 which states that APC’s financial statements
for the year ended December 31, 2006 are unaudited
and unpublished and that no assurance is given that a
detailed reconciliation of the two groups’ accounting
policies would not reveal any other material reconciling
items or adjustment.
This report is issued solely in connection with the offer-
ing made to the public in France and other countries of
the European Union in which the prospectus approved
by Autorité des Marchés Financiers (AMF) may be dis-
tributed.
Courbevoie and Neuilly-sur-Seine, March 7, 2007
The Statutory Auditors
Mazars & Guérard Ernst & Young et Autres
Pierre Sardet Christian Chochon
Jean-Louis Simon Pierre Jouanne
174
Unaudited pro forma information related to the 2006 consolidated financial statements