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Report
of Management
Management
is responsible for the integrity and objectivity of the consolidated
financial statements. The statements have been prepared in accordance
with accounting principles generally accepted in the United States
of America and, accordingly, include certain amounts based on
management's best estimates and judgments.
To meet its responsibility, management has established and maintains
a system of internal controls that provides reasonable assurance
regarding the integrity and reliability of the financial statements
and the protection of assets from unauthorized use or disposition.
These systems are supported by qualified personnel, by an appropriate
division of responsibilities and by an internal audit function.
There are limits inherent in any system of internal controls
since the cost of monitoring such systems should not exceed
the desired benefit. Management believes that the company's
system of internal controls is effective and provides an appropriate
cost/benefit balance.
The Board
of Directors, acting through its Audit Committee composed solely
of outside directors, is responsible for determining that management
fulfills its responsibilities in the preparation of financial
statements and maintains financial control of operations. The
Audit Committee recommends to the Board of Directors the appointment
of the company's independent accountants, subject to ratification
by the shareholders. It meets regularly with management, the
internal auditors and the independent accountants.
The independent
accountants provide an objective, independent review as to management's
discharge of its responsibilities insofar as they relate to the
fair presentation of the consolidated financial statements. Their
report is presented separately.
Allan L.
Schuman
Chairman
of the Board, President and Chief Executive Officer
Steven
L. Fritze
Senior Vice
President and Chief Financial Officer
Report of Independent Accountants
To the Shareholders
and Directors
Ecolab
Inc.
In our opinion, the accompanying consolidated balance sheet
and the related consolidated statements of income, of comprehensive
income and shareholders' equity and of cash flows present fairly,
in all material respects, the consolidated financial position
of Ecolab Inc. as of December 31, 2001, 2000 and 1999, and the
consolidated results of its operations and its cash flows for
each of the three years in the period ended December 31, 2001,
in conformity with accounting principles generally accepted
in the United States of America. These financial statements
are the responsibility of Ecolab Inc.'s management; our responsibility
is to express an opinion on these financial statements based
on our audits. We conducted our audits of these statements in
accordance with auditing standards generally accepted in the
United States of America which 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 in the financial statements, assessing the accounting
principles used and significant estimates made by management,
and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our
opinion.
Minneapolis,
Minnesota
February
14, 2002
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